AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Deceuninck NV

Annual Report Mar 24, 2023

3938_rns_2023-03-24_386090db-1bee-4fe1-9fc7-4b7e55d1fb3c.pdf

Annual Report

Open in Viewer

Opens in native device viewer

Annual Report 2022

Annual Report 2022

Annual Report 2022

Chapter

2 3

Building a sustainable home

1 2022 at a glance

1.1 Message from the Chairman and the CEO 10
1.2 Key Figures 2022 14
1.3 Milestones 2022 18

2 Report of the Board of Directors

2.1 Who we are 26
2.2 Purpose and Values 42
2.3 Products and Innovations 46
2.4 Risk and Governance 50
2.5 Sustainability 96
2.5.1 The World We Operate in 96
2.5.2 Strategy 100
2.5.3 People 104
2.5.4 Planet 111
2.5.5 Community 130
2.6 Financial Performance 138
2.6.1 Deceuninck Consolidated 140
2.6.2 Financial Statements and Notes 143
2.6.3 Deceuninck NV 232
2.6.4 External Auditor's Report 235
2.6.5 Management Responsibility Statement 243
Deceuninck Shares 244
Addresses 246
Glossary 252
GRI Index 254
Taxonomy Disclosure 258

This annual report in pdf format is a supplementary document. The official ESEF (European Single Electronic Format) version prevails.

1. 2022 at a glance

1.1 Message from the Chairman and the CEO

  • 1.2 Key Figures 2022
  • 1.3 Milestones 2022

Dear Shareholder, Customer, Employee and Business Partner,

The world has seen highly turbulent times in recent years, and it is fair to say that 2022 continued on this trend. War in the Ukraine, soaring energy prices and unseen levels of inflation combined with the aftermath of the COVID-19 pandemic caused global supply chain issues and challenging labor markets. As a result, 2022 was a very challenging business environment to operate in.

Despite those circumstances, Deceuninck was able to reach record results, for the third consecutive year. Our turnover grew to € 974.1m, up by 16% as compared to 2021. For the first time in 85 years of Deceuninck, we announce a 3-digit adjusted EBITDA (in € mio). This makes us immensely proud.

1.1 Message from the Chairman and the CEO

Our global footprint allowed us to optimize our total performance by balancing out regional differences. Deceuninck Europe suffered from high energy prices and lower consumer confidence, while Deceuninck Turkey has shown remarkable resilience amid skyrocketing inflation. Deceuninck North America has recovered from operational inefficiencies caused by a tight labor market.

Although the business environment remains challenging, we strongly believe the current solid results are indicative of a bright future for Deceuninck. Our markets will continue to grow. There is a structural shortage of qualitative new housing in regions like Emerging Markets.

"Providing homes across the globe with stunning windows and doors that insulate, are made from recycled material and are recyclable themselves: this is our commitment and how we create value"

In Europe, the "Green Deal" is triggering a renovation wave. Furthermore, in North America we expect important growth in the renovation business combined with a need for new housing. Deceuninck is ideally positioned to respond to these opportunities with the right products and systems. Convinced of our long-term strategy built around sustainability, we will continue to invest in recycling and the use of recycled material in our products. Supported by our stable shareholder base and rock-solid financial foundations, we are ready to weather any turbulence ahead.

Providing homes across the globe with stunning windows and doors that insulate, are made from recycled material and are recyclable themselves: this is our commitment and how we create value.

Francis Van Eeckhout – Chairman of the Board Bruno Humblet – CEO

1.2 Key figures 2022

KEY FIGURES* (IN € MILLION) 2020 2021 2022 EVOLUTION
2021-2022
Consolidated Income Statement (in € million)
Sales 642.2 838.1 974.1 16%
Adjusted Ebitda 86.0 97.7 102.3 5%
Ebit 45.9 54.3 47.2 -13%
Net Profit 25.6 37.2 7.6 -80%
Consolidated Balance Sheet (in € million)
Equity 246.3 258.9 319.6 23%
Net Debt 55.5 61.9 88.3 43%
Total Assets 599.4 675.1 709.6 5%
Capital Expenditure 23.5 43.6 48.4 11%
Working Capital 74.2 84.3 115.6 37%
Capital Employed 347.4 354.9 440.4 24%
Ratios
Net Profit On Sales 4.0% 4.4% 1% -
Adjusted Ebitda / Sales 13.4% 11.7% 10% -
Net Debt / Adjusted Ebitda 0.64 0.63 0.84 -
Ebit / Capital Employed 13.2% 15.3% 11% -
Headcount
Total Full Time Equivalents (FTE) 3,660 3,709 3,939 -
KEY FIGURES PER SHARE 2020 2021 2022
Number of shares as at 31 December 136,795,123 138,040,929 138,202,261
Market capitalisation as at 31 December (in € million) 264.0 463.8 338.6
Net profit per share as at 31 December (in €) 0.19 0.27 0.06
Book value per share (in €) 1.75 1.83 2.22
Gross dividend per share (in €) 0.05 0.06 0.07
Share price at 31 December (in €) 1.93 3.36 2.45

* Definitions: See glossary

SALES (IN € MILLION)

SALES 2021 PER REGION (IN € MILLION)

2020

2022

INVESTMENTS (IN € MILLION)

NET DEBT (IN € MILLION) ADJUSTED EBITDA (IN € MILLION)

17

Latest Innovations Elegant Thermofibra / Innergy AP

Our reporting framework Global Reporting Initiative (GRI)

Some of our Sustainability Achievements

19,800 tonnes recycled in our recycling factory

14.4% recycled material in our products

37,000 tCO2e emissions avoided through the use of own PVC recyclate

Commitment to the Science Based Targets Initiative

VinylPlus Product Label for Elegant, Elegant Thermofibra, Zendow, Zendow#neo and Twinson in Europe

1.3 Milestones 2022

January

Francis Van Eeckhout becomes Executive Chairman and is succeeded by Bruno Humblet as new CEO

April

Luc Vankemmelbeke is appointed CEO Europe

04

May

Deceuninck welcomes Dries Moors as CTO / COO

06

07

June

"Deceuninck Ahead" strategy meeting in Ostend, Belgium, introducing the new value of "Trust" next to "Top Performance" and "Entrepreneurship"

July

Deceuninck becomes proud name partner of the Alpecin-Deceuninck cycling team

August

Deceuninck Belux attends the Polyclose fair in Ghent, Belgium

Deceuninck commits to ambitious Science Based Targets to reduce Greenhouse gas emissions

September

Deceuninck announces a transition in leadership in Turkey. As of 1 January 2023, Ergün Çiçekci will become Executive Chairman of Ege Profil, and is succeeded by Alp Günvaran as new CEO Turkey and EM

October

Deceuninck North America attends the Glassbuild fair in Las Vegas, US

09

10

November

Deceuninck UK wins the Sustainability Initiative of the Year award at the G22 Awards

Deceuninck Turkey celebrates 40 years of Pimapen

December

Deceuninck announces becoming proud name partner of the Fenix-Deceuninck women's cycling team as of 1 January 2023

12

Continuously improving for a better future

Edith Cluyse Plant Controller (Belgium)

Our global footprint is one of our greatest assets. In order to serve the local markets' needs, we strive to be an agile organization with an efficient and flexible production footprint.

2. Report of the Board of Directors

  • 2.1 Who we are
  • 2.2 Purpose and Values
  • 2.3 Products and Innovations
  • 2.4 Risk and Governance
  • 2.5 Sustainability
  • 2.6 Financial Performance

1937

The origins of the Group go back to 1937. Benari Deceuninck, father of Roger Deceuninck, started a small company in Beveren-Roeselare to manufacture all kinds of buttons, buckles, combs, etc. from plastic sheets.

1960s

In the 1960s, the Group chose to explore a new direction in plastic production by extruding PVC granules for the manufacture of profiles for the building industry.

2.1 Who we are How the story began

1970s

After the successful introduction of the products in the neighbouring countries of France, the Netherlands and the United Kingdom in the early 1970s, the first commercial subsidiary was established in France with local storage capacity and local offices. This was soon followed by a subsidiary in the United Kingdom and in Spain. As local demand boomed in the mid-1980s, particularly in France and the UK, Deceuninck decided to start producing locally and created two new production sites: one in Roye (France) and one in Calne (United Kingdom).

1980s

On 11 June 1985, Deceuninck was listed on the Brussels Stock Exchange.

During the second half of the 1980s, Deceuninck mainly focused on the vertical integration of its processes, including the start of the printing and coating activities, followed by the start of the compounding activities in the early 1990s in Diksmuide (Belgium).

1990s

In the mid-1990s, Deceuninck set up sales offices and local warehouses in Poland and the Czech Republic. This was quickly followed by the start of extrusion activities in Poznan (Poland) in 1995.

The first steps in the US market were made with the acquisition of Acro Extrusions in Wilmington, Delaware in 1995. The acquisition of American Dayton Technologies from the Alcoa Group in Monroe, Ohio followed in 1997, giving Deceuninck a leading position in the American market for nonintegrated PVC window systems.

2000s

At the beginning of the 21st century, Deceuninck decided to acquire Ege Profil. Turkey had become the second largest market for PVC windows in Europe.

In June 2003, the German company Thyssen Polymer was acquired from the Thyssen Krupp Group. At that time, the company was half the size of Deceuninck and had a major extrusion plant in Germany and two production plants in the United States.

At the end of 2004, the Group acquired the company Winsa. Thanks to its presence in Turkey, Deceuninck was able to benefit not only from the growth of the local Turkish market, but also from the success of its Turkish subsidiaries in developing sales in the Middle East, the Maghreb countries in North Africa and in Asia.

Deceuninck was one of the pioneers in introducing wood composite products to Western Europe. The product line for terraces and facades uses a specific PVC-based formula under the Twinson brand name.

At the end of 2008, the global financial crisis had an impact on global construction activities, forcing Deceuninck in the first half of 2009 to further adapt its business activities to the new economic reality. Indirect personnel was cut back significantly worldwide, and in all branches direct personnel was brought in line with the volume. In September 2009, Deceuninck implemented a financial restructuring.

2010-today

Early 2011, Deceuninck launched its new vision "Building a Sustainable Home" based on the pillars Innovation - Ecology - Design and linked to the Group's three core values: Candor, Top Performance and

Entrepreneurship.

From 2010 onwards, the Group further expanded in the Emerging Markets of Asia, Africa and Latin-America. In 2014, the Turkish listed company Pimas was

acquired.

On the site of its existing compounding plant in Diksmuide, the Group built a high-tech recycling plant. The recycling line aims to process the increasing

flow of first-generation windows in a qualitative manner. The line is equipped with the most modern recycling techniques that can also recycle glass fibre. The line has been fully operational since December 2018.

In 2017, the Group launched Decalu and Tunal, expanding the product range with aluminum windows and doors, ventilation and sun protection, next to the IQ Aluminum line that already existed in Turkey.

In 2019, the Group announced its One Europe strategy under one global brand, Deceuninck. In the same year, Deceuninck's latest window series Elegant won the prestigious Red Dot Award. Elegant is Deceuninck's ultimate window concept. It is 100% recyclable and the best performing steelless window and door solution available. It is the first of many window designs powered by Deceuninck's new universal platform iCOR.

Despite COVID-19 in 2020-2021 and the current global political and economic climate, the Group was able to sustain its profitable growth track in 2022.

Deceuninck in numbers

Designer, Manufacturer, Recycler

The Group is active as designer, manufacturer and recycler of multi-material (PVC, aluminum and wood composite) window, door and building solutions.

The window and door solutions include a wide range of window and door system profiles, complemented by the residential screening product range.

The building solutions include products for exterior (such as decking or cladding) and interior applications.

The basic technology used by the Group is extrusion of PVC. Deceuninck's integrated production process includes compounding, tooling, extrusion of seals and profiles, printing, adhesion of decorative foil and recycling.

Activities

What is extrusion?

The Group's main business activity is the transformation of
a PVC dryblend (powder) into a rigid PVC profile.
PVC resins are produced from two components derived
from natural raw materials, being ethylene (oil, gas)
(43%) and chlorine (salt) (57%). Unlike other plastics, PVC
resins are only partially derived from fossil raw materials.
Three basic processes are used in PVC resin production,
resulting in suspension PVC (S-PVC), emulsion PVC
(E-PVC) and bulk polymerisation.
Our commitment to the circular economy
The Group's commitment to close the loop is clear by the
investments that are made in the state-of-the art recycling
plant in Diksmuide (Belgium), making Deceuninck Group
one of the largest u-PVC recyclers of Western-Europe.

Recycling

When the old windows and doors arrive at our recycling site, they contain many other materials. Through these 4 steps we transform old windows into raw material to produce a new window:

  • Pre-sorting: the material is crushed and mainly metal and mineral fractions are removed
  • Grinding and washing: the material is pulverized and washed to separate the remaining dirt from the PVC
  • Re-sorting: we mainly remove rubbers, wood and the last metals present and sort the flow by colour
  • Granulation: the smallest contaminations are removed before we make granulate that is used as a high-quality raw material.

By working together with local partners, we separate and collect post-consumer PVC profiles as much as possible at source. This requires a lot of effort, but ensures that we get these materials at our recycling site at the highest possible quality and the lowest possible economic and ecological cost.

Compounding

The PVC resin is mixed with additives in a mixing tower to form a homogeneous and dry powder. Each mixing tower consists of a number of floors for the storage of the additives, for weighing the components, for intensive mixing into a PVC powder and for cooling. No chemical reaction takes place, the production process only involves physical mixing.

The PVC powders are transported to the stock silos and to the 'finished product' silos after sieving. They are then transported to the various sites of the group. Extrusion

The PVC compound is heated in the extruder and pushed through a mold that determines the shape. The profile is kept in the right shape in calibers, cooled by cooling water and cut to length. In addition to classic extrusion lines, we have co-extrusion to combine recycled material with new raw material, foam, thermal reinforcements (with steel wire) and cofirex (with fiberglass) lines.

Processing

The profiles get a lacquer layer using a classic paint spraying process or are covered with a foil by means of a hot melt adhesive, which gives the profile a classic wood structure or modern look.

The geographical spread of the Group's activities is one of its strongest assets. The Group serves customers in more than 90 countries worldwide.

The largest number of customers within the Group are window manufacturers (business-to-business model), who assemble the window solutions into a window according to the assembly and installation instructions of Deceuninck. Deceuninck has a balanced customer base of small, medium, and large window manufacturers. The latter category is equipped with highly automated machines for the manufacture of windows. Building solutions are delivered to professional building material dealers. The professional building material dealers sell Deceuninck products to the professional construction and renovation market or directly to the end consumer. The assembly of the product is mainly done by independent specialised installers.

Deceuninck's customer base is divided into three geographical regions:

    1. Europe
    1. Turkey and EM (Australia, Brazil, Chile, Colombia, India, MEA, Mexico, Thailand)
    1. North America

Customers and Markets

Production, distribution & sales office

Distribution & sales office

Supporting + 4,000 customers in + 90 countries across the world

Leadership

Serge Piceu CFO

Joren Knockaert CEO North America

Dries Moors CTO/COO

Ann Bataillie

General Counsel, Secretary to the Board

Filip Levrau CIO

Annual Report 2022

Melis Dulkadir Legal Counsel (Turkey)

Recycling, designing 100% recyclable products and investing in the collection of end-of-life products will help us in reducing CO2 emissions and increase our independence from virgin raw materials.

Producing for a Greener World

2.2 Purpose and Values Our Purpose

Building

We build towards a global market leading position in window & door profile systems.

  • We strive to be a top 3-player globally, with robust partnerships with our customers
  • We invest in our offer for PVC & aluminum window & door profiles
  • We reinforce our offer with building profiles for the outer building shell

We build our culture, teams and competencies.

  • We focus on and live our values
  • We operate as a global group
  • We engage with our employees

Home

We design high-end products for a comfortable and desirable home.

  • We promote classy, esthetic solutions
  • We offer hybrid concepts (Alu/PVC)
  • We have fully recycled products

We see Deceuninck as a home for our global teams.

  • We ensure safe working conditions for all
  • We provide an inclusive and trusting environment
  • We foster a culture of innovation and entrepreneurship

Sustainable

We create innovative products that contribute to sustainable living.

  • We design windows, doors and building profiles with the best insulation values
  • … that last for a very long time
  • … that are made from recycled base materials and are recyclable

We produce sustainably.

  • We set the standard for our industry, following Science Based Targets
  • We invest in recycling technology and facilitate waste stream collection
  • We mitigate our environmental impact as much as possible

Building a sustainable home

Our values

How we create value

and retention Learning and
development
Safe working
environment
Use of recycled
material in our
products and
products with
optimal thermal
insulation
Recycling of
post-consumer
waste
Energy and water
management in
production
Use of renewable
electricity
sustainability Top 3 global
player
Shareholder
return
Health & Safety
of our products in
use-phase
Business ethics
and compliance
Community
engagement

For Our Community

to provide our sustainable Products and Services

Research & Product Development
Window and door solutions
Cladding and decking
Multi-material: pvc, aluminum,
wood composites
Manufacturing
Logistics & Supply
Technical Support
Marketing
Investor Relations

A

n nI no

vativ

e

&

Su

stainable

Product Range

— A Strong Brand — Operational Excellence & Reliability

Windows and (sliding) doors

Our PVC and aluminum windows and doors are defined by their superior thermal and acoustic performance combined with the lowest possible material consumption. Energy-efficient and with a stylish design, they are the perfect finishing touch for any facade. Our innovative ThermoFibra and Innergy AP technology provide extra performance in terms of stability, strength and insulation. With our sliding doors we bring the world outside into your home.

Home protection

We ensure a comfortable, clean and healthy living environment thanks to our special solutions for sun protection and shutters. Our roller shutter box "Storbox 2.0" is an award-winning product that guarantees thermal insulation and reinforced sealing.

2.3 Products and Innovations Multi-material window, door and building solutions

Roof finishing and cladding

Outdoor living

Aesthetic elegance and durability are the two main requirements that our roof finishing and cladding solutions fully meet. Our claddings are available in Twinson wood composite, aluminum and PVC for the highest durability. The list of benefits is endless: our cladding solutions offer excellent weather resistance, are lightweight and easy to install. They are also rot-resistant and fully recyclable. We continue to invest in high-quality wood composite materials and technologies. The result: the natural look of wood and the easy maintenance of PVC. The Twinson range offers both hollow and solid terrace boards, in various colors and textures. Our wood composite decking solutions are slip and crack resistant. All materials are fully recyclable and, due to their natural look, fit perfectly into the surrounding environment.

Thermofibra

Limiting the use of steel as a reinforcement material in PVC window and door profiles is key to our sustainability strategy. By introducing glass fiber reinforcements, we combine complete freedom of design with an optimal reinforcement at a minimal environmental footprint.

Elegant

The Elegant range is Deceuninck's ultimate window concept. It is 100% recyclable and the best performing steelless window and door solution available.

It is the first of many window designs powered by Deceuninck's new universal iCOR platform. This modular approach allows for process standardization, resulting in a substantial complexity reduction. The remarkable technology of Thermofibra replaces the steel reinforcement in window and door profiles by structural glass fibres. Elegant's design and 100% recyclability have already been internationally awarded with a German Innovation Award, a German Design Award and a Red

The aluminium reinforced hybrid range introduces aluminium strips in our profiles, taking built-in reinforcements to a next level. The aluminium reinforcement enhances the steadiness of our profiles without the need for additional steel.

Innergy AP and Rovex

Our fiber-reinforced polymers (FRP) are achieved by cross-linking continuous strands of glass fiber with polyurethane polymer resin through pultrusion. The result of this innovation is the perfect combination of thermal performance with the strength of aluminium, for unprecedented fenestration applications.

Phoenix

The Phoenix range makes optimal use of recovery and recycling to give rebirth to old materials. Like a Phoenix rising from its ashes, we process old windows and doors that have reached the end of their lives into new, recycled profiles. As an addition to the Elegant range, available since January 2022 in the BENELUX, the Phoenix range is – so far – our strongest circular product achievement.

The Phoenix range scores as highly in terms of shape retention, resistance, and thermal insulation as our other profiles. The minimalistic 'Infinity' design from the Elegant window range was selected for this design, ensuring a contemporary look for our circular window and door profiles.

Next generation reinforcements

Product designs for a sustainable future

Risk framework

Taking calculated risks is an integral part of operational management. The purpose of risk management is to identify and to manage risks.

The Group selected the ISO 31000 standard as framework for its risk management system. The following steps can be distinguished within this framework:

• Establishing the context

In order to detect risks, it is important to have a clear understanding of the context in which the Group operates. On the one hand, there is the ever-changing external context which includes our social, cultural, political, legal, legislative, financial, technological, economical, natural and competitive environment. On the other hand, there is the internal context in which the objectives of Deceuninck as a Group, as well as the objectives of each individual entity, need to be defined.

  • Risk assessment
  • Risk identification

Risk identification is the first step within the risk assessment process. The risks that might have an impact on the achievement of objectives are identified in various brainstorming sessions, and subsequently summarized in the Risk Register.

• Risk analysis Risk analysis is the process that seeks to identify the possibility that the risk will occur and what the possible impact will be on achieving the objectives. For this, we consider the impact on the core objectives i.e. people, planet, quality, service and cost.

  • Risk evaluation Risks are evaluated and ranked on the basis of the likelihood that they will occur and the impact they will have. The outcome of this is summarized in a Risk Matrix.
  • Risk treatment

The risk management process is a continuous effort and the different phases continuously have to be reviewed and monitored.

Internal Audit maintains the Risk Register and Risk Matrix for all risks which are relevant at Group and regional level, as well as a list of actions which have been agreed to treat these Risks. Actions are assigned to cross-regional teams and overseen by an Executive Management member. These are reviewed at least once a year by the Executive Management, to ensure completeness of the Risk Register and to ensure that agreed actions are implemented. Once a year, there is a similar review with the Audit Committee of the Board, typically during a dedicated risk management session or as a separate agenda item during the scheduled meetings of the Audit Committee. Internal Audit applies a risk-based internal audit approach which aims to identify potential new risks during their audits at legal entity level. This helps to ensure completeness.

2.4 Risk and Governance Internal control and risk management system

Risks can be treated in four possible ways:

  • To avoid the risk completely by changing or stopping the activity
  • To act so as to reduce the probability (prevention) or to lower the impact (protection)
  • To transfer the risk through insurance or through other contracts with third parties
  • To accept the risk without further action.

Main features of the Group's internal control and risk management systems

The most important features of the Group's internal control and risk management system, including financial reporting, can be summarized as follows:

Auditor and, if required, further consultation for
additional information and clarification as well as
taking measures in order to implement and be
compliant with the recommendations.
  • Defining targets for permanent follow-up of operating priorities as well as operational and financial performance of the Group and the individual companies
  • Continuously analyzing historical financial results and regularly updating mid-term financial forecasts. Follow up of exchange rate risks and mitigating actions.
  • Defining the company's policies and procedures for compliance with applicable laws and regulations
  • Defining procedures clarifying authorization levels and segregation of duties, reviewed for compliance by the internal audit department.
  • Ensuring business continuity and access control of IT systems. • Discussing internal audit reports with the Internal The risks listed below were scored as part of the risk assessment exercise and were scored highest amongst all risks included in the Risk Register.
  • Constantly monitoring raw material prices.
  • Requesting confirmation from local management teams to ensure that they comply with applicable laws and regulations and internal procedures of the company.
  • Monitoring and regularly discussing litigations that could be of material significance with the legal department.

Risk structure

Two dimensions

The Group structures its risks along two dimensions: operational and generic risks.

The operational dimension is split into the following categories: innovation, operations, sales, sourcing, inventory, logistics, people, finance, ICT and legal risks. The generic dimension is split into economic, political, regulatory, climate change and reputational risks.

Risk rating

More detailed explanation of the risk categories

• Economic climate

As most companies, the Group is exposed to the risks of an economic recession, the volatility on the credit and capital market and the economic and financial situation in general. These factors have a negative influence on product demand. The Group primarily manufactures window profiles destined for the residential construction sector and related products. Consequently, our future results will mainly depend on the evolution of these markets. Against this background the current financial and economic situation has a considerable impact on the economy in general and influences all markets in which we operate. The Group cannot predict how the markets will evolve in the short term. Although the authorities of some geographical markets in which we operate have taken policy measures to stimulate economic growth, the Group cannot guarantee that these measures will suffice in order to achieve this effect. Also, the measures that were taken can be withdrawn or adjusted.

The markets in which the Group operates are subject to strong competition. We compete with other companies based on different factors, such as quality and service:

  • (i) knowledge of and access to new technologies and new production processes,
  • (ii) the ability to launch new products that offer improved functionality or that are less expensive than the existing range,
  • (iii) completeness of the solutions that are offered,
  • (iv) reputation and vision,
  • (v) geographical presence,
  • (vi) distribution network and
  • (vii) prices.

Furthermore, competition can increase by consolidation or by new competitors offering similar products that enter the market. Strong competition can cause market overcapacity and price pressure. In addition, contracting parties, customers or other parties that operate in the Group's market can change their operational model in a

Category / Business area Risk description
Operations Failure key projects (e.g. SAP) for various reasons resulting in poor overall quality
or service
Operations Product availability
Operations Time to market for new innovations
Operations High volatility in customer demand
Operations Business continuity (e.g. breakdown of critical infrastructure, incl. Policy, BCP, BIA,
disaster recovery)
Sourcing Shortage of raw and/or recyclable material
Sourcing Raw material price fluctuation
Sourcing Inability to push through increases in raw material prices / transport / labor costs
People Availability of skilled workers
People Shortage of people
People Employee fluctuation / attrition
Finance FX risks
IT Breakdown of critical IT infrastructure
IT IT security breach (e.g. cyber security, data protection, etc.)
Legal Non-compliance with rules and regulations (antitrust custom and trade, etc.)
and Code of Conduct

matter that influences our activities. In other words, the Group's success depends on its capacity to maintain competitiveness as the market structure changes. Although the Group was able to do so by adjusting to the market structure changes, future changes could have a considerable impact on its activities, operating profit or financial position. The activities, operating profit and financial position of the Group fluctuate according to the general economic climate. The decision whether or not to buy capital goods, which would enable the Group's customers to integrate its products, entails a high level of investment. Such a decision on investment can among other things be associated with the general economic climate. The decision by end users of our products to invest in real estate can also be associated with the general economic climate and credit access. The renovation market is less sensitive to economic fluctuations than new construction.

• Operations

operating profit and financial position. Furthermore, sudden and significant increases in customer demand can result in deteriorating service levels due to product availability problems. In such case, where delivery lead times are increasing it is key to have the actual cost price of the products reflected in the sales price. As such, regular price increases to reflect rising raw materials prices are vital to prevent margin erosion.

The Group's compound factories are considered to be a critical infrastructure that deliver compound to most of the Group's extrusion factories. They are situated in a limited number of countries (Germany, Belgium, Poland, the United States, Russia and Turkey). Although no considerable problems arose in the past, an activity interruption at one of the compound factories could substantially interrupt the production process of the extrusion facilities, as it is difficult to ship compounds under commercially attractive conditions. Such unavailability could substantially influence our activities, time, with large differences between sales territories. • People The success of the Group will depend to a large extent on its ability to attract and retain skilled staff and managers who have a thorough knowledge of and are familiar with its markets, technology and products. The Group is active in a competitive labor market and therefore no assurance can be given that it will be able to retain its key personnel. If we fail to attract or retain

• Sourcing

Future profitability of the Group is partly determined by changes regarding the purchase prices of raw materials (especially PVC resins and additives), components, energy, capital goods, salaries and other corporate services, as well as by sales prices the Group can charge for its products and services. For most of these components there are no hedging possibilities. If the increase of raw material prices is substantial and longlasting, experience shows that charging higher raw material prices to the market takes about 3 to 6 months'

skilled persons, this could have a material adverse effect on the Group's business or results of operations.

• Finance

As an international operating Group with production plants and sales organizations in the Americas, Europe and Turkey it is evident that FX risks are inherent to the business. FX positions are closely monitored and risks are reduced where possible.

• IT

IT risks are becoming more and more important. Security breaches as well as disruptions of IT infrastructure have a direct impact on the continuity of business operations. Therefore, cyber security and IT infrastructure are top priorities for the IT department in order to safeguard corporate information and IT infrastructure.

• Legal

Compliance. Violations of applicable laws and regulations, as well as of the Group's Code of Conduct, by employees of the Group can have a material adverse effect on the Group's business or financial position. Within an international company, individual employee actions can lead to non-compliance. This can have a negative impact on the image of the company, on the activities and on the value of the share. Despite internal training and the Group's Code of Conduct (dealing with a.o. human rights, anti-bribery, anti-corruption), the

Group cannot avoid that some employees would commit individual breaches of applicable laws and regulations or the Group's Code of Conduct.

Intellectual Property. The Group relies on a combination of trademarks, trade names, trade secrets, patents and knowhow to define and protect its intellectual property rights of its products and operational processes. It is of the utmost importance that the Group is able to continue to use its intellectual property and to sufficiently protect all valuable intellectual property by acting against violations of its intellectual property rights, by maintaining trade secrets and by using the available legal means such as trademarks, patents and design registrations. Although there are no important disputes, the company cannot exclude judicial procedures in order to protect its rights. In case the above-mentioned methods cannot sufficiently protect the Group's intellectual property rights in its most important markets or in case the protection is no longer valid, third parties (competitors included) could commercialize its innovations or products or use its knowhow, which could affect our activities and/or operating results.

We cannot guarantee that all trademarks and patents that are applied for will be approved in the future, nor can we exclude the risk that certain of our trademark and patent registrations will expire should we not succeed in extending such trademark and patent registrations. In certain geographical markets, it might be more difficult for the Group to obtain property rights.

The Group's success will partially depend on its ability to exercise its activities without infringing third parties' property rights, or without unlawfully appropriating those rights. Although there are currently no important claims against the Group regarding the violation of intellectual property rights, the Group cannot guarantee that it will not (unintentionally) infringe third parties' patents from time to time.

The Group might be obliged to spend a lot of time and efforts or might incur judicial costs should the company have to deal with legal claims on intellectual property rights, irrespective of their justifiability. If the Group indeed infringes or has infringed patents or other intellectual property rights of third parties, it can be subject to substantial insurance claims that could impact the Group's cash flow, activities, financial situation or operating results. The Group might also be required to put a halt to the development, use or sales of the product or process concerned. It might also need to obtain a license in order to be able to use the disputed rights, which is not available at commercially reasonable conditions or not available at all.

To reduce probability of such a violation, management implemented a process to continuously examine possible infringements of patents and intellectual property rights.

Product liability. The Group's activities are subject to possible product liability risks that are characteristic to the production and distribution of its products. Product liability can also apply to new products that will be

manufactured or distributed in the future. A possible insufficiency of the product liability insurance to cover product liability claims could substantially influence the company's activities, financial situation and operating results. Furthermore, defense against such claims can exert considerable pressure on the management, considerable damages can be claimed or the Group's reputation can be influenced negatively, even if the company's defense against such claims regarding the products they put on the market is successful.

Environmental requirements. The Group operates in markets with different strict and evolving environmental requirements. Compounding and storage of hazardous industrial products always involves an environmental risk. Although the Group has taken all necessary measures to mitigate this risk and no significant problems have occurred in the past, environmental liability cannot be excluded, especially as environmental legislation and regulations can provide for a system of strict liability by which the Group becomes liable, regardless of whether the Group has been negligent or has committed any other offense. Failure to comply with existing or future environmental legislation and regulations may result in criminal or administrative penalties, which could have a material adverse effect on the Group's business results.

_

Deceuninck complies with the Belgian Corporate Governance Code 2020 (the "Code"). The Board subscribes to the principles of corporate governance and transparency as set out in the Code and applies the Code as reference code.

In its Corporate Governance Charter (together with the appendices, the "Charter"), the Company sets out the main aspects of its governance policy, such as its governance structure, the terms of reference of the Board and its Committees, the General Meeting, conflict of interest regime and measures to prevent market abuse. The internal regulations are included as an annex to the Charter. The Charter should be read in addition to the provisions applicable to the Company and on which it is based, in particular (i) its Articles of Association, (ii) the Belgian Code on Companies and Associations (the "BCA"), and (iii) the Code. The application of Deceuninck's corporate governance policy in 2022 is further set out in this Corporate Governance Statement.

The aim of the Board is to comply as much as possible with the principles of the Code. However, Deceuninck deviates from the Code as follows:

Corporate Governance Statement Setting the scene

Principle Explain
The Board believes that having at any time a plan for
succession of the CEO is difficult to achieve given the
complexity of the business and the industry.
Principles 2.10 and 2.13 The Board believes that having at any time a list of
candidates for succession of all board members is difficult
to achieve. Such list should have candidates available with
a variety of competences to comply with the requirements
of diversity within the Board.
Principle 7.6 The non-executive Board members may receive
subscription rights upon approval by the General Meeting.
For that reason, it was decided not to implement the
principle of remunerating the non-executive Board
members partly in shares.
Principle 9.2 The Board decides not to apply this principle; instead,
there are exit interviews with directors leaving the Board
and Board evaluation in general.

In 2020, the Board adopted the one-tier board structure as the new governance structure of the Company. This structure consists of the Board, which is authorised to perform all acts that are necessary or useful for the realisation of the object of the Company, except for those for which the general meeting is authorised by law. At least once every five years, the Board will evaluate whether the chosen governance structure is still suitable, and if not, it will propose a new governance structure to the General Meeting.

The Board established an Audit Committee and a Remuneration and Nomination Committee, which have an advisory, supervisory and preparatory role for certain decisions the Board must make. The authority to make decisions lies with the Board as a whole.

The Board also established the Executive Team Group consisting of the CEO, the CFO, the General Counsel and the CTO / COO. The members of the Executive Team Group were delegated the day-to-day management of the Company in accordance with article 7:121 BCA. Together with the three regional CEOs (the Executive Team Regions) the CHRO, the CMCO and the CIO (the Executive Team Extended), they are the Executive Management of the Company.

Finally, the Board granted a special power of attorney to the CEO in its Board meeting of 16 December 2021, as published in the Annexes to the Belgian Official Gazette.

Governance structure

Composition of the Board

The Board currently consists of eight Directors. One member is Executive Director ("CEO") and five members are Independent Directors in accordance with the Code. Two Directors were appointed on the recommendation of important shareholders.

Function Name Membership
committees
Latest renewal
mandate
Mandate expiry
Executive
Director
CEO Bruno Humblet,
representative of
Humblebee Partners BV
AGM 2021 AGM 2025
Executive
Chairman
Francis Van Eeckhout,
representative of
Audit Committee
(member)
AGM 2019 AGM 2023
Beneconsult BV Remuneration
and Nomination
Committee
(Chairman)
Independent
Director
Marcel Klepfisch,
representative of
Marcel Klepfisch SAS
Remuneration
and Nomination
Committee
(member)
AGM 2021 AGM 2025
Audit Committee
(member)
Non-Executive
Directors
Vice
Chairwoman
Benedikte Boone,
representative of
Venture Consult BV
Remuneration
and Nomination
Committee
(member)
AGM 2021 AGM 2025
Vice Chairman
Independent
Director
Wim Hendrix,
representative of
Homeport Investment
Management BV
Audit Committee
(Chairman)
AGM 2022 AGM 2026
Independent
Director
Anouk Lagae,
representative of
Alchemy Partners BV
Remuneration
and Nomination
Committee
(member)
AGM 2021 AGM 2025
Independent
Director
Paul Van Oyen,
representative of
PVO Advisory BV
Remuneration
and Nomination
Committee
(member)
Coopted on 28
February 2023
AGM 2023
Independent
Director
Laure Baert EGM
23 December 2022
AGM 2026

The Board and its Committees

Changes in the composition of the Board and its Committees in 2022

At the Annual General Meeting of 2022, Homeport Investment Management BV, represented by Wim Hendrix, was reappointed as Independent Director until the AGM of 2026. At the same meeting, Paul Van Oyen was appointed as Independent Director until the AGM of 2026.

Laure Baert was appointed as Independent Director until the AGM of 2026 by the Extraordinary General Meeting held on 23 December 2022.

Changes in 2023

At the Annual General Meeting to be held on 25 April 2023, Beneconsult BV, represented by Francis Van

Eeckhout, will be proposed for reappointment as Non-Executive Director until the AGM of 2027.

Paul Van Oyen resigned as Director on 28 February 2023, followed by the cooptation of PVO Advisory BV, represented by Paul Van Oyen, until the next shareholders' meeting. The final appointment of PVO Advisory BV, represented by Paul Van Oyen, as Independent Director until the AGM of 2026, will be proposed to the Annual General Meeting to be held on 25 April 2023.

Other

Deceuninck's honorary Directors are † Pierre Alain Baron De Smedt, Arnold Deceuninck and Willy Deceuninck. The Secretary to the Board is Ann Bataillie, representative of Bakor BV, General Counsel.

Resumes of the Members of the Board

Beneconsult BV, represented by Francis Van Eeckhout (1968), Executive Chairman

  • Education: Master of Commercial Engineering (KU Leuven 1990)
  • Current mandates: Independent board member of Pollet Watergroup; Chairman of Cemminerals NV
  • Professional experience: 1994-2011: Managing Director of Van Eeckhout NV (concrete), VVM NV (cement)

Humblebee Partners BV, represented by Bruno Humblet (1965), CEO

  • Education: Master in Commercial Engineering (Solvay Business School – VUB 1988)
  • Current mandates: Executive Chairman Mankind (Belgium), Board member Schréder
  • Professional experience: CEO Bridon Bekaert Ropes Group Ltd (UK); CFO Bekaert NV; Executive Vice President Latin America Bekaert NV; Executive Vice President Window Film Division Bekaert NV; Director Treasury EMEA and Global Cash Pool Procter & Gamble Inc.; Director Internal Audit Procter & Gamble Inc.;

Marcel Klepfisch SAS, represented by Marcel Klepfisch (1951), Independent Director

  • Education: Master of Commercial Engineering (University of Antwerp)
  • Professional experience: 2009: CRO at Deceuninck NV, former member of the Board of Directors of Nybron Flooring International Switzerland, CEO Ilford Imaging, member of the management committee Vickers Plc, CFO of BTR Power Drives, Chairman of the Board of Directors of Pack2Pack, and Chairman of the Board of Volution in the UK, Management Advisory Board of Tower Brook in London and Chairman of GSE Group in France

Venture Consult BV, represented by Benedikte Boone (1971), Vice Chairwoman, Non-Executive Director

  • Education: Master of Applied Economic Sciences (KU Leuven 1994)
  • Current mandates: member of the Board of Directors at Lotus Bakeries since 2012, director in various family companies (Bene Invest BV, Holve NV and Harpis NV)
  • Professional experience: she has held positions at Creyf's Interim and Avasco Industries

Alchemy Partners BV, represented by Anouk Lagae (1975), Independent Director

  • Education: Master in Business and Engineering (Solvay Management School), Kellogg School of Management (Northwestern University, Chicago, Illinois, US)
  • Current mandates: CEO Accent Belgium, member of the Advisory Board of Make Sense
  • Professional experience: Coca Cola (Brussels, London and Sydney), Unilever (Brussels), Business Unit President, Core Europe at Duvel Moortgat

Homeport Investment Management BV, represented by Wim Hendrix (1967), Vice Chairman, Independent Director

  • Education: Master of Commercial Engineering (KU Leuven 1990), Master of Business Administration (Washington University St. Louis, Missouri, US, 1993), Master Wealth Management (Wharton Business School, Pennsylvania, US, 2011)
  • Current mandates: Chairman of the Board at XIX-Invest NV; Board Member at Capricorn Sustainable Chemistry Fund
  • Professional experience: Gamma België NV, Siemens NV, Begos, Corelio, Homeport Investment Management

PVO Advisory BV, represented by Paul Van Oyen (1961), Independent Director

  • Education: Master Geology/Mineralogy (KU Leuven 1982), Business Administration (KU Leuven 1990), Strategic R&D Management (INSEAD 1998), Strategy and Execution (London Business School 2015)
  • Current mandates: Chairman of the Board at Ter Beke NV
  • Professional experience: CEO and Managing Director of Etex Group

Laure Baert (1992), Independent Director

  • Education: Business Engineering (KU Leuven, IESEG and Solvay Brussels School of Economics and Management 2015); Exchange student at National University of Singapore (2014); Summer Business Scholars Program at The University of Chicago Booth School of Business (2013)
  • Professional experience: Marketing Manager Oncology (2023 - current) and Digital Transformation Lead (2021 – 2022) at Roche BeLux; Senior Consultant Organization Transformation at Deloitte (2018-2021); Strategy Implementation Consultant at BTS (2015-2017)

Composition of the Committees

General

The Board has set up specialised Committees to deal with specific matters and to give advice to the Board. The Committees have an advisory role. The ultimate decision-making responsibility lies with the Board.

Audit Committee

The current Audit Committee consists of three members, all of which are Non-Executive Directors. Two members of the Audit Committee are considered independent as set out in the Code:

• Homeport Investment Management BV, represented by Wim Hendrix, Chairman

  • Marcel Klepfisch SAS, represented by Marcel Klepfisch
  • Beneconsult BV, represented by Francis Van Eeckhout

The Audit Committee members as a whole have competence relevant to the sector in which Deceuninck is operating and at least one member has competence in accounting and auditing.

The CEO is invited to the meetings of the Audit Committee.

Remuneration and Nomination Committee

The current Remuneration and Nomination Committee consists of five members, all of which are Non-Executive

Activity Report of the Board and Committee meetings in 2022

Board

The Board convened six times, mainly discussing the following topics:

  • monitoring, taking the necessary measures, mitigating impact of the COVID-19 pandemic
  • approval of sustainability report
  • approval of budget 2023
  • approval of SBTi targets
  • issuance of new Subscription Rights Plan 2022
  • proposal of resignation and appointment of members of the Board and the Executive Management
  • the leadership transition in Deceuninck Turkey
  • long-term strategy
  • monitoring innovation projects and the technology strategy
  • monitoring and deciding on investment and divestment opportunities
  • approval of investment files
  • monitoring of the business plans of the various regions
  • financial reporting
  • continuous monitoring of the debt and liquidity situation of the Group
  • monitoring the organizational structure of the Group and the management succession planning
  • preparation of the statutory and consolidated financial statements and annual report
  • governance, risk and compliance
  • remuneration and long-term incentives for the new CEO and members of the Executive Management
  • preparation of the Annual General Meeting and the Extraordinary General Meeting

Directors. Three members of the Remuneration and Nomination Committee are considered independent as set out in the Code:

  • Beneconsult BV, represented by Francis Van Eeckhout, Chairman
  • Marcel Klepfisch SAS, represented by Marcel Klepfisch
  • Venture Consult BV, represented by Benedikte Boone
  • Alchemy Partners BV, represented by Anouk Lagae
  • PVO Advisory BV, represented by Paul Van Oyen

Taking into account their education and professional experience, the members have the necessary expertise in the field of remuneration policy.

The CEO is invited to the meetings of the Remuneration and Nomination Committee.

Board Audit Committee Remuneration
and Nomination
Committee
Total meetings held in 2022 6 8 4
Beneconsult BV,
represented by Francis Van Eeckhout
6 8 4
Marcel Klepfisch SAS,
represented by Marcel Klepfisch
6 8 4
Venture Consult BV,
represented by Benedikte Boone
6 - 4
Homeport Investment Management BV,
represented by Wim Hendrix
6 8 -
Alchemy Partners BV,
represented by Anouk Lagae
6 - 4
Paul Van Oyen (currently PVO Advisory BV) 6 - 4
HumbleBee Partners BV,
represented by Bruno Humblet
6 - -

Furthermore, the Board also took note of the reports and proposed resolutions of the Audit Committee and the Remuneration and Nomination Committee and, when necessary, made decisions based on the recommendations of these Committees.

Audit Committee

The Audit Committee convened eight times. It assisted the Board in the execution of its responsibilities in the broadest sense and it mainly dealt with the following topics:

  • providing advice with respect to the appointment organisation of the internal audit department
  • monitoring of audit activities, along with the systematic verification of signed missions by the statutory auditor
  • assessing the reliability of financial information
  • supervising the internal audit system
  • assessing the internal control and the risk management systems
  • controlling of the accounts and monitoring the budget

Remuneration and Nomination Committee

The Remuneration and Nomination Committee convened four times, mainly dealing with the following topics:

  • the leadership transition in Deceuninck Turkey
  • the resignation and appointment of Executive Management members
  • the remuneration policy and the remuneration of the Directors and the Executive Management
  • the policy with regard to the appointment of Directors and members of the Executive Management
  • the structure and composition of the Committees
  • the resignation and appointment of members of the Board
  • the revision of the structure and composition of the Executive Management

Main features of the evaluation process of the Board, its Committees and the Directors

The Board is responsible for a regular evaluation of its own performance with a view to constantly improving the management of the Group. To this end, the Board, led by its Chairman, carries out an evaluation of its scope, composition, activities and interaction with the Executive Management, preferably every three years. The Board also assesses the functioning of the Committees and the individual Directors.

The evaluation process has four objectives:

  • to assess the functioning and activities of the Board and of the relevant Committees;
  • to check whether important issues are thoroughly prepared and discussed;
  • to evaluate the actual contribution of the Board; and
  • to assess the current composition of the Board or the Committees in light of the desired composition of the Board or the Committees.
On the basis of the results of the evaluation, the Chairman
provides the Board with a report describing the weaknesses
and strengths and, if necessary, proposes the appointment
of a new Director or the non-renewal of a Director's
mandate to the Remuneration and Nomination Committee.
The planned performance evaluation in 2022 was
postponed until 2023.

_

The Executive Management

The Executive Management consists of the members of the Executive Team Group, the members of the Executive Team Regions and the members of the Executive Team Extended.

The Executive Team Group supports the CEO in the day-to-day operational management of the Group and the execution of its responsibilities in accordance with the values, strategies, policies, plans and budgets that are determined by the Board. The members of the Executive Team Group were delegated the day-to-day management of the Company in accordance with article 7:121 BCA.

* From 1 February 2022 until 27 April 2022, Luc Vankemmelbeke took up the role of COO.

Executive Team
Group
Bruno Humblet,
representative of HumbleBee Partners BV
Serge Piceu,
representative of Emveco BV
Ann Bataillie,
representative of Bakor BV
Dries Moors,
representative of DrM Consulting BV
Executive Team
Regions
Luc Vankemmelbeke,
representative of Value Coaching BV
Executive Team
Extended
Carlin Deseyne,
representative of Activ BV
Filip Levrau CIO
Bart Peeters,
representative of Flotland BV

Name Function CEO, Chairman of the Executive Management CFO General Counsel Secretary to the Board CTO / COO (as of 15 May 2022)* Alp Günvaran CEO Turkey and EM (as of 1 January 2023) CEO Europe (as of 27 April 2022) Joren Knockaert CEO North America CHRO (as of 22 August 2022) CMCO (as of 28 February 2022)

The Executive Team Regions and the Executive Team
Extended have an advisory role. The members of the
Executive Team Extended are always invited and are
as such part of the Executive Management.
On 31 December 2022, Ergün Çiçekci retired and
stepped down as CEO Turkey and EM. He was
appointed Executive Chairman of the Board of Ege
Profil as of 1 January 2023.

Diversity policy

Criteria

Deceuninck aims for both diversity and complementarity in the composition of the Board and the Executive Management. The diversity criteria relate to gender, age, educational/professional background, geographical provenance, (international) experience and expertise/ know-how, taking into account the rules and generally accepted principles of non-discrimination.

Implementation

The Remuneration and Nomination Committee nominates one or more candidates for appointment as member of the Board, considering the needs of Deceuninck, the appointment procedures and selection criteria of the Board. Board members are appointed by the General Meeting, to whom the relevant resumes are disclosed. Other than that, Deceuninck does not provide detailed information about diversity criteria and objectives to its shareholders.

The members of the Executive Management are appointed by the Board on the proposal of and after consultation with the CEO and the Remuneration and Nomination Committee.

Results

  • • Gender: Deceuninck complies with the rules on gender diversity in the composition of the Board. In accordance with the Law of 28 July 2011, at least one-third of the Board's members must be of a different gender than the other members. On 31 December 2022, three women and five men sat on the Board, while the Executive Management consisted of two women and eight men.
  • • Age: The age of the Board members ranges between 30 and 71 years of age. The youngest Executive Management member is 45 years and the oldest member is 64 years of age.

Transactions between the Company and its Directors, not covered by the legal provisions governing conflicts of interest

Deceuninck's policy regarding transactions and other contractual relations between the Company (including its affiliated companies) and its Directors, not covered by the conflict of interest rules set out in articles 7:96 and 7:97 BCA, is incorporated in the Charter.

The Charter provides that every transaction between the Company (or any of its subsidiaries) with any Director must be approved in advance by the Board, whether or not such a transaction is subject to applicable legal rules. Such a transaction can only take place based on terms in accordance with market practices.

  • • Educational/professional background: The members of the Board and the Executive Management have various backgrounds, in (a.o.)
  • economics, law, engineering, geology, marketing, finance, IT, chemistry and business administration. • Geographical provenance: Currently, one member of the Board has the Dutch nationality; the other members are Belgian citizens. One Board member
  • lives in France. The Executive Management consists of Belgian nationals and one Turkish citizen.
  • • (international) Experience: Most of the Board and Executive Management members have studied and/ or worked abroad.
  • • Expertise/know-how: Given their educational and/ or professional backgrounds, the expertise and know-how of the Board and Executive Management members fulfils Deceuninck's aim for diversity and complementarity.

_

Policy for the prevention of market abuse

Remuneration Report

The Board has established a dealing code regulating transactions and the disclosure of such transactions in shares of Deceuninck or in derivatives or other financial instruments linked to them carried out for their own account by persons discharging managerial responsibilities and certain key employees.

The principles of Deceuninck's Dealing Code have been annexed to the Charter.

Remuneration policy

The Company's remuneration policy for 2022 was approved by the shareholders at the Annual General Meeting of 26 April 2022. It is published on the Company's website.

An amended remuneration policy for 2023 will be proposed to the shareholders for approval at the General Meeting of 25 April 2023.

Total remuneration of the Non-Executive Directors in 2022 (including former members)

Non-Executive Directors receive a fixed amount as remuneration for the execution of their mandate and a fixed amount for each Board meeting attended, limited to a maximum amount. The amount of remuneration is different for the Chairman, the Vice-Chair(wo)man and the other Non-Executive Directors. If the Non-

FIXED REMUNERATION (IN €) Min/year Max/year
Chairman 40,000 80,000
Vice-Chair(wo)man 30,000 60,000
Director 20,000 40,000
ATTENDANCE FEE (IN €) Chairman Member
Board of Directors 3,000 1,500
Audit Committee 2,000 1,000
Remuneration and
Nomination Committee
1,000 1,000

Executive Directors are also members of a Committee, their remuneration will be increased by a fixed amount per meeting of the relevant Committee. If Directors are assigned special tasks and projects, they may receive an appropriate remuneration. Performance-based remuneration such as bonuses and fringe benefits are excluded. No termination compensation or compensation for pension expenses are provided for Non-Executive Directors.

The fixed remuneration remained unchanged in 2022.

The total remuneration (gross) paid to the Non-Executive members of the Board in the financial year 2022 amounted to € 274,000. The Executive Chairman received a remuneration of € 250,000 for the specific projects aluminum and recycling business.

In deviation of the Code, Non-Executive Directors may receive subscription rights upon approval of the General Meeting. The Extraordinary General Meeting of 23 December 2022 approved the granting of subscription rights under the Warrant Plan 2022 to the Non-Executive Directors as follows: 30,000 to the Chairman and 15,000 to each of the Non-Executive Directors (with the exception of HumbleBee Partners BV). The price of the subscription rights under Warrant Plan 2022 amounts to € 2.38. The subscription rights were to be accepted by 20 February 2023. The exercise period runs from 2026 until 2032. In 2026, 1/3 of the subscription rights will vest, in 2027: 2/3 and in 2028: 3/3. subscription rights. In 2022, nor the Company nor any affiliated Company of the Group granted any loans to any of the Directors, nor are there any outstanding repayments owed by the Directors to the Company or any affiliated Company of the Group. The member of the Executive Team Group who also sits on the Board as executive Director, HumbleBee Partners BV, represented by Bruno Humblet, did not receive a fixed remuneration nor any attendance fees.

Each year, there will be two exercise windows: from the day after the Annual General Meeting in April until 30 June and from the day after the publication of the halfyear results in August until 30 September.

In 2022, none of the members of the Board exercised

Board Audit
Committee
Remuneration
and
Nomination
Committee
Fixed
remuneration
Variable
remuneration
Total gross
remuneration
and proportion
fixed/variable
Beneconsult BV,
represented by
Francis Van
Eeckhout
€ 18,000.00 € 8,000.00 € 4,000.00 € 40,000.00 - € 70,000.00
0% variable
Marcel Klepfisch
SAS, represented
by Marcel
Klepfisch
€ 9,000.00 € 8,000.00 € 4,000.00 € 20,000.00 - € 41,000,
capped at
€ 40,000
0% variable
Homeport
Investment
€ 9,000.00 € 16,000.00 € 0.00 € 30,000.00 - € 55,000.00
Management BV,
represented by
Wim Hendrix
0% variable
Venture Consult € 9,000.00 € 0.00 € 4,000.00 € 30,000.00 - € 43,000.00
BV, represented by
Benedikte Boone
0% variable
Alchemy Partners € 9,000.00 € 0.00 € 4,000.00 € 20,000.00 - € 33,000.00
BV, represented by
Anouk Lagae
0% variable
Paul Van Oyen € 9,000.00 € 0.00 € 4,000.00 € 20,000.00 - € 33,000.00
(currently PVO
Advisory BV)
0% variable
HumbleBee € 0.00 € 0.00 € 0.00 € 0.00 - € 0.00
Partners BV,
represented by
Bruno Humblet
0% variable
Total € 63,000.00 € 32,000.00 € 20,000.00 € 160,000.00 - € 274,000.00

Total remuneration of the members of the Executive Team Group and the members of the Executive Team Regions in 2022 (including former members)

Main principles

The total remuneration of the Executive Team Group and Executive Team Regions consists of the following elements: the fixed remuneration, the short-term variable remuneration and the long-term variable remuneration. The remuneration package aims to be competitive and is aligned with the role and responsibilities of each member, in a globally operating industrial group.

• Fixed remuneration

The fixed remuneration is determined according to their individual responsibilities and skills. It is awarded independently of any result. Part of this fixed remuneration may be used, at the discretion of the management member, for pension or insurance contributions.

• Short-term variable remuneration

In order to align the interests of the Company and its shareholders with the interests of the management members, part of the remuneration package is linked to Group performance with objectives related to the annual business plan.

For 2022, the evaluation criteria for the CEO and the other members of the Executive Team Group were as follows: REBITDA Group (40%), Adjusted Free Cash Flow Group (40%) and non-financial criteria (20%). For the members of the Executive Team Regions: REBITDA Group (10%), REBITDA Region (30%), Adjusted Free Cash Flow Group (10%), Adjusted Free Cash Flow Region (30%) and nonfinancial criteria (20%). The non-financial criteria relate to the contribution to greater sustainability and to the members living the Group's values Trust, Top Performance and Entrepreneurship. The short-term variable remuneration amounts in principle to 40% of the annual fixed remuneration for the members of the Executive Team Group and Executive Team Regions (excl. CEO) and 75% of the annual fixed remuneration for the CEO. This percentage may be exceeded in terms of company performance, but should not exceed 50% (for members of the Executive Team Group and Executive Team Regions) or 93.75% (for the CEO). The variable remuneration related to the business objectives is only awarded if 90% or more of the predetermined financial targets have been achieved.

The basis for the variable remuneration is the remuneration earned during the financial year. Payment is made in February of the following year.

There is no spread over time of the variable remuneration. The Extraordinary General Meeting of December 16, 2011 decided that the Company is not bound by the restrictions regarding the spread over time of the variable remuneration of the directors, the CEO and the other members of the Executive Team Group and Executive Team Regions.

• Long term variable incentive

Stock options and subscription rights

The Company offers options and/or subscription rights on shares of the Company. The purpose of this kind of remuneration is to motivate and retain employees who (can) have a significant impact on the Company results in the medium-term. When granting options and/or subscription rights, due account is taken of the strategic impact of the function that the employee performs and his/her future (growth) potential. The underlying philosophy is to raise Deceuninck's value to the maximum extent in the long term, by linking the interests of the subscription rights' holders to those of shareholders, and to strengthen the long-term vision of the management. In this context, the exercise period of an option and subscription right is max. 10 years. One third of the options/subscription rights are each time released for exercise in the fourth, in the fifth and in the sixth calendar year after the year in which the granting took place, up to the end of the term. If they are not exercised at the end of the term, they lose all value. In

the event of involuntary dismissal (except in case of termination of contract for cause), the accepted and exercisable stock options/subscription rights can only be exercised during the first exercise period following the date of the termination of contract. The options/ subscription rights that are not exercisable shall be cancelled. However, as of Warrant Plan 2022, the subscription rights that are not yet exercisable, can be exercised during the first exercise period upon vesting. In the event of involuntary dismissal for cause, however, the unexercised, accepted stock options and warrants are cancelled, whether or not they were exercisable. These terms and conditions relating to the acquisition and exercise of options and subscription rights in the event of voluntary or involuntary dismissal can be applied without prejudice to the competence of the Board to make changes to these stipulations to the advantage of the beneficiary, based on objective and relevant criteria. If the employment agreement ends due to legal retirement or end of career, the options/subscription rights shall remain exercisable. The shares that may be acquired in connection with

the exercise of the options/subscription rights are listed on Euronext Brussels; they are of the same type and have the same rights as the existing ordinary Deceuninck shares.

Performance Share Plan

As the Performance Share Plan of 2018 had expired, it was decided in 2022 to issue a new Plan. The members of the Executive Management are granted Performance Share Rights, which can be converted into "matching" or Performance Shares of Deceuninck NV at the vesting date (i.e. the 3rd calendar year following the year of the grant), provided the beneficiaries invested in Deceuninck Shares before 31 December 2022, at the Investment Price (i.e. the average share price of the 30 trading days preceding 16 August 2022). For each invested Share, the Executive Management member will be entitled to one or more matching Deceuninck Shares pursuant to, amongst other conditions, the fulfillment of the Performance Condition, defined as a cumulative annual average increase of the Total Shareholder

Return as determined in the Plan, the realisation of

which determines the fraction or the multiple (if any) of
Performance Shares a vested Performance Share Right
effectively entitles to.
Members of the Executive Team Group
In 2022, the CEO received a fixed remuneration of
€ 450,000 and a variable remuneration of € 61,087.50
(13.6%). The CFO received a fixed remuneration of
€ 295,000 and a variable remuneration of € 21,358
(7.2%). The General Counsel received a fixed
remuneration of € 282,159 and a variable remuneration
of € 20,428.31 (7.2%). The CTO/COO received a fixed
remuneration of € 172,083 and a variable remuneration
of € 12,458.83 (7.2%).
Luc Vankemmelbeke, representative of Value Coaching
BV, was appointed COO and member of the Executive
Team Group from 1 February 2022 until he was appointed
CEO Europe on 27 April 2022. In that capacity, he
received a fixed remuneration of € 78,750 and a variable
remuneration of € 5,053.13 (7%) for that period.

The remuneration package awarded to the members of the Executive Team Group does not include a long-term cash bonus. The fixed remuneration is an aggregate amount, part of which can be contributed for pension plans or for insurance, at the sole discretion of the members of the Executive Team Group. The Remuneration and Nomination Committee evaluated the achievement of the 2022 objectives for the members of the Executive Team Group and proposed to the Board to pay a short-term variable remuneration based on the 2022 performance criteria that have been only partly met.

Given the fact the current members of the Executive Team Group act through a management company, no company car is provided.

The total amount of the remuneration of the members of the Executive Team Group is in accordance with the Company's remuneration policy and contributes to the strategic objectives of the Company.

Members of the Executive Team Regions

The members of the Executive Team Regions together received a fixed remuneration of € 1,092,985.33 and a variable remuneration of € 222,059.64. The fixed remuneration includes the remuneration of the former CEO Europe who was in his role from 1 January 2022 until 27 April 2022, and the remuneration of the current CEO Europe as of 27 April 2022, as well as the fixed remuneration of the new CEO Turkey and EM, who started on 1 November 2022. The remuneration package awarded to the members of the Executive Team Regions does not include a long-term cash bonus. The fixed remuneration is an aggregate amount, part of which can be contributed for pension plans or for insurance, at the sole discretion of the members of the Executive Team Regions. The Remuneration and Nomination Committee evaluated the achievement of the 2022 objectives for the members of the Executive Team Regions and proposed to the Board to pay a short-term variable remuneration based on the 2022 performance criteria that have been only partly met.

A company car is provided to the CEO North America and the CEO Turkey and EM.

The total amount of the remuneration of the members of the Executive Team Regions is in accordance with the Company's remuneration policy and contributes to the strategic objectives of the Company.

Shares, stock options and other rights to acquire Deceuninck shares that were granted, exercised or that have lapsed during 2022

Stock options

The Extraordinary General Meeting of October 2006 approved a stock option plan on existing shares under which the Board is authorised to allocate 75,000 options on existing shares each year.

In 2022, no stock options were granted to the members of the Executive Team Group and Executive Team Regions, no stock options were exercised, and the remaining 30,750 stock options lapsed. As a consequence, there are no more active stock option plans in 2023.

Subscription rights

On 29 June 2021, the Board approved a new subscription rights plan ("Warrant Plan 2021") of 3,000,000 subscription rights. On 23 December 2021, 350,000 subscription rights of Warrant Plan 2021 were offered to the former CEO 50,000 subscription rights were offered to the new CEO and 60,000 subscription rights were offered to each of the CFO, General Counsel, CEO Europe, former CEO Turkey and EM and CEO North America and the price of the subscription rights amounts to € 3.07. All subscription rights were accepted by 15 February 2022. The exercise period runs from 2025 until 2031. In 2025, 1/3 of the subscription rights will vest, in 2026 another 1/3 and in 2027 another 1/3.

On 23 December 2022, the Extraordinary General Meeting

approved a new subscription rights plan ("Warrant Plan 2022") of 3,000,000 subscription rights. On 23 December 2022, 250,000 subscription rights of Warrant Plan 2022 were offered to the CEO, 60,000 subscription rights were offered to each of the CFO, General Counsel, CTO / COO, CEO Europe and CEO North America, 30,000 subscription rights were offered to the former CEO Turkey and EM. The price of the subscription rights amounts to € 2.38. The subscription rights were to be accepted by 20 February 2023. The exercise period runs from 2026 until 2032. In 2026, 1/3 of the subscription rights will vest, in 2027 another 1/3 and in 2028 another 1/3.

Each year, there are two exercise windows: from the day after the Annual General Meeting in April until 30 June and from the day after the publication of the half-year results in August until 30 September.

Right of recovery

Although the Board is entitled to introduce recovery clauses, the stipulations of the agreements between the Company and the CEO and the members of the Executive Team Group and the Executive Team Regions currently do not contain such clauses.

Severance payments paid in 2022

A severance payment amounting to 6 months' remuneration was paid to the former CEO Europe.

The former CEO Turkey and EM received a retirement fee of not more than 12 months' remuneration.

Evolution of remuneration:

Year Total
annual CEO
remuneration
Total annual
Executive
Management
remuneration
(excl. CEO)
Total annual
Non-Executive
Director
Remuneration
Average staff
remuneration
(FTE)
Sales EBITDA
2017 € 460,080 € 2,046,940
(7 members)
€ 263,500 € 47,102 € 687.2m € 66.7m
(REBITDA)
2018 € 923,185 € 2,147,577
(7 members)
€ 253,500 € 45,985 € 674.2m € 72.4m
(Adj.)
2019 € 525,000 € 598,570
(2 DirCo members)
€ 267,000 € 47,090 € 633.8m € 60.6m
(Adj.)
2020 € 965,781 € 821,038
(2 DirCo members)
€ 296,833 € 48,417 € 642.2m € 86m
(Adj.)
2021 € 799,134 € 666,954
(2 DirCo members)
€ 422,153 € 49,027 € 838.1m € 97.7m
(Adj.)
2022 € 511,087.50 € 2,118,532.45
(Ex. T. Group and
Ex. T. Regions)
€ 524,000 € 54,481 € 974.1m € 102.3m
(Adj.)

Pay ratio

The pay ratio between the highest remuneration in the Executive Management (CEO remuneration) and the lowest remuneration of the staff members is 14.61.

General

Each Director and each member of the Executive Management is encouraged to arrange their personal and business interests so that there is no direct or indirect conflict of interest with the Company. Deceuninck has no knowledge of any potential conflict of interest affecting the members of the Board and the Executive Management between any of their duties to the Company and their private and/or other duties.

Directors' conflicts of interest

The conflict of interest settlement procedure of article 7:96 of the BCA was not applied in 2022.

Transactions with affiliated companies

The conflict of interest settlement procedure of article 7:97 of the BCA was not applied in 2022.

PwC Bedrijfsrevisoren BV CVBA, with its registered office at Woluwedal 18, 1932 Sint-Stevens-Woluwe, with enterprise number 0429.501.944, represented by Lien Winne, was appointed as the Company's statutory auditor in 2020 for a period of three years, until the closing of the Annual General Meeting of 2023.

At the Annual General Meeting of 25 April 2023, PwC Bedrijfsrevisoren, represented by Lien Winne, will be proposed for reappointment as statutory auditor until the closing of the AGM of 2026.

External audit Transactions

between related parties

Article 34 of the Belgian Royal Decree of 14 November 2007

Capital structure on 31 December 2022

The share capital (€ 54,504,981.48) was represented by 138,202,261 shares without nominal value.

Restrictions on transferring securities as laid down by law or the Articles of Association

The Company offers stock options and subscription rights on shares of the Company. Stock options and subscription rights are assigned personally and are not transferable, except in case of decease of the holder.

Holders of any securities with special control rights

None.

Systems of control of any employee share scheme where the control rights are not exercised directly by the employees

None.

Restrictions on exercising voting rights as laid down by law or the Articles of Association

The voting rights attached to the shares held by Deceuninck and its direct and indirect subsidiaries are suspended. At 31 December 2022, these rights were

suspended for 13,103 shares (0.01% of the shares in circulation at that time).

Shareholder agreements known to Deceuninck NV that could restrict the transfer of securities and/or the exercise of voting rights

None.

Rules governing the appointment and replacement of Board members and the amendment of the Articles of Association of Deceuninck NV

The members of the Board are appointed by the General Meeting. Their initial term of office lasts maximum four years (based on the Charter), but can be renewed. The Remuneration and Nomination Committee presents one or more candidates, considering the needs of the Company and the nomination and selection criteria established by the Board. In the composition of the Board an appropriate balance is sought, based on (a.o.) gender, skills, experience and knowledge (see above "Diversity Policy").

The age limit for Directors is 75 years at the time of the (re)appointment. In principle, a Director's mandate ends after the Annual General Meeting, at which moment his or her mandate can be considered ended.

The amendment of Deceuninck's Articles of Association is to be executed in accordance with legal provisions of the BCA.

Powers of the Board with regard to the issue and repurchase of treasury shares

At the Extraordinary General Meeting of 28 April 2020, it was decided to grant the Board the authority to acquire treasury shares, by purchase or exchange, directly or by intervention of a person who acts in his own name but at the expense of the Company at a minimum price of of the 30 days prior to the decision of the Board raised by 30%, provided that by doing so, not for a moment the Company possesses treasury shares whose nominal value is higher than 20% of the Company's subscribed capital. No preceding decision by the General Meeting is necessary in case the acquisition of shares occurs in order to offer them to the Company's staff.

or certificates which relate to these bonds, according to articles 7:215 and the following of the BCA, when the acquisition or alienation is necessary to avoid threatening serious damages to the Company. This authorization is valid for a period of three years as from its publication in

the Annexes to the Belgian Official Gazette and can be renewed in accordance with article 7:215 of the BCA.

Authorised capital

€ 1.00 and at a maximum price of the average share price Furthermore, the Board is authorised to sell these shares without being bound to above-mentioned price and time limitations. This authorization is valid for a period of five years starting on 15 May 2020 and can be renewed in accordance with article 7:215 of the BCA. During the financial year 2022, no treasury shares were purchased. At the Extraordinary General Meeting of 23 December 2022, it was decided to grant the Board the authority to acquire or sell treasury shares, profit-sharing bonds The Board is authorised, for a period of five years starting from 15 May 2020, to increase the Company's issued capital on one or several occasions to a maximum amount of € 53,925,310.12. This capital increase can take place in conformity with the conditions determined by the Board by a cash contribution, a contribution in kind, an incorporation of the reserves or share premiums, with or without the issuance of new shares, as well as by issuing debt securities that can be converted to shares on one or several occasions, debt securities with subscription rights or subscription rights that whether or not are linked to other stocks. However, the capital increase as decided by the Board cannot be reimbursed by shares without indication of nominal value issued below accountable par value of the old shares. The Extraordinary General Meeting of 23 December 2022 authorised the Board, for a period of three years, under the conditions and within the limitations of article 7:202 of the BCA, to use the authorised capital in case of notification by the Financial Services and Markets Authority (FSMA) of a public takeover bid on the Company's shares. The Board determines the data and conditions of the instructed capital increases in application of the foregoing, including the possible payment of issue premiums.

If the foregoing occurs (including for the issuance of convertible debt securities or subscription rights), the Board determines, in accordance with articles 7:191 and following of the BCA, the term and other conditions

concerning the exercise of the shareholder's preferential rights as assigned by the law.

Furthermore, it can, in accordance with articles 7:191 and following of the BCA, in the Company's interest and under the conditions determined by law, limit or cancel the shareholder's preferential rights in favour of one person or several people that are selected, no matter whether or not these people are part of the Company's or its subsidiaries' staff.

If an issue premium is paid as a consequence of a capital increase, it is transferred by law to an unavailable account named "issue premiums" which can only be used under the conditions required for the capital decrease. It can, however, always be added to the issued capital; this decision can be taken by the Board as stated above. Furthermore, said Extraordinary General Meeting of the Company authorised the Board, considering the coordination of the Articles of Association, as soon as the authorised capital or a part of it is converted into capital, to amend the relevant article of the Articles of Association.

In 2022, there were no capital increases within the authorised capital, other than one confirmatory capital increase within the framework of the authorised capital as a result of the exercise of subscription rights (on 2 June 2022).

Significant agreements to which Deceuninck NV is a party and which take effect, alter or terminate upon a change of control of Deceuninck NV following a public takeover bid

    1. The € 60,000,000 Sustainability Linked RevolvingFacility Agreement of 9 July 2019 for Deceuninck NV,with KBC Bank NV (as Coordinating BookrunningMandated Lead Arranger) and ING Belgium NV/SAand Commerzbank Aktiengesellschaft, FilialeLuxemburg (as Bookrunning Mandated LeadArrangers) and Belfius Bank NV/SA (as Mandated LeadArranger) and with ING Bank NV (as Facility Agent).
    1. The € 120,000,000 Sustainability Linked Revolving Credit Facility of 7 December 2022 for Deceuninck NV, with KBC Bank NV as Lender.

Agreements between Deceuninck NV and its Directors or employees providing for compensation if the directors resign or are made redundant, or if employees are made redundant, without valid reason following a public takeover bid

None.

Shareholder structure

Every shareholder holding a minimum of 3% of the voting rights needs to comply with the law of 2 May 2007 in respect of the notification of significant investments, the Royal Decree of 14 February 2008 and the BCA.

The involved parties need to submit a notification to the Financials Services and Markets Authority (FSMA) and to the Company.

In application of the Law of 2 May 2007, the latest report of participations that have been received shows the following breakdown of shareholders on 31 December 2022:

1 Holding controlled by Francis Van Eeckhout

Shareholders Number of shares Percentage
Gramo BV1 24,288,733 17.57
Holve NV1 16,427,925 11.89
H.P. Participaties Comm.V. 10,523,777 7.62
Frank Deceuninck 7,092,237 5.13
Treasury shares 13,103 0.01
Others 79,856,486 57.78
Total 138,202,261 100.00

Annual Report 2022

Supporting the world's journey toward sustainable housing

Dan Hoelting Vice President Finance (US) Cutting-edge thinking has always been in our DNA. We develop our products and use our knowhow so as to combine design and efficiency with superior insulation, contributing to both increasing comfort standards and global warming objectives.

Global trends impact our current and future operations and create risks and opportunities for our business. Below, we summarize some of the most important trends and their possible impact on our business model and sustainability strategy.

2.5 Sustainability 2.5.1 The World We Operate in

Climate Change

The European Union wants to be climate neutral by 2050 (Green Deal). As a consequence, companies - using energy, water and affecting biodiversity - increasingly take into consideration the impact their activities have on carbon emissions, while these efforts will be regulated in the future.

On the climate adaptation side, climate change already impacts the type of housing in some regions (ex. stilt houses) and, due to increasing physical effects of climate change, will do so even more in the future.

Impact on Our Business

Our products have a superior quality and long lifespan. With optimal thermal insulation characteristics, they ensure energy savings.

Because we recycle PVC, we save potential CO2 emissions by avoiding to source virgin raw material.

Wet set carbon reduction targets in alignment with the Science Based Targets.

Inflation and Energy Disruption

Record levels of inflation affect businesses in many ways, especially when it comes to cash flow. It impacts the spending power of businesses and consumers, which reduces the demand for goods throughout the economy. On top, the invasion of Ukraine has disrupted the global energy market, with a volatile energy market and rising energy prices as a consequence.

Impact on Our Business

Inflation is high in all our key areas. The economic environment leads to a slowdown in the construction market.

Rising energy costs encourage to invest in own production of renewable energy and energy efficiency.

Environmental, Health and Safety Impacts of Products

We see rising expectations and information needs of policy makers and consumers about the environmental performance of products and exposure to potentially harmful chemical substances in products. This is also driven by the societal debate around the harmfulness of plastics. However, all too often no distinction is made between single use plastics and more durable use of plastics.

Impact on Our Business

A risk-based approach towards exposure to potential hazardous substances which ensures that our products can be safely used.

Calculate environmental performance of products during their lifetime.

Proactive communication on the added value of our products and our efforts to invest in a circular economy.

Talent Attraction and Retention

Companies face increased competition to attract and retain a skilled workforce. Answering the pressure on

the labor market, it is not only important to attract more people, but also to attract a more diverse range of talents. The need for on-the-job training increases in the fast-moving working environment.

Impact on Our Business

HR focus on employee engagement and a training programme with a welcome package and on the job training.

A diverse workforce as an essential part of our DNA.

Demography and Urbanisation

Global population growth leads to an increasing demand for housing. At the same time, regulation evolves, leading to (for example) building bans on new grounds which favorably impacts renovation of existing housing or noiseisolating characteristics of housing becomes increasingly important in an urbanization context.

Impact on Our Business

The building renovation is expected to positively impact our sales in the coming years.

Our products have optimal acoustic characteristics due to the superior thermal insulation.

Disrupted Supply Chain

The world has been confronted with unprecedented shortages of raw materials which led to record high prices and delays in supply chains. While the effect played less in 2022 than in 2021, it remains a point of attention in the future.

Impact on Our Business

Investments in recycling and using recycled content in production as part of the solution to mitigate the risk of resource scarcity

Our Stakeholders

The impact of these trends creates a strategic imperative to address the expectations of a broad range of stakeholders to create long-term value. Achieving our aspiration of building a sustainable home cannot be done without considering the interests and expectations of our stakeholders. The Group cares about their needs and keeps an open dialogue.

Stakeholder Expectations Interactions Actions
Employees Fair treatment and good
working conditions
Health, safety and well-being
Career development
Annual performance review
Deceuninck Intranet
Annual employee survey
Safety training and awareness
programs
Talent management
Renumeration benchmarks
Teambuilding
Diversity policy
Customers Qualitative products
Service and technical support
Information sharing
Data security
Solid financial performance
Circular product solutions
Customer service
Preferred Partnerships
Customer training programs
Commercial fairs
Development and manufacturing
of products that meet the
highest quality standards
Focus on service and dedicated
technical support teams
Digital transformation
Communication on product
circularity
Investors Creation of shareholder value
Risk management
Transparency
ESG performance
Investor road shows and general
meetings
Press releases
Dedicated webpage
Solid financial performance
Transparent financial information
Integrated reporting
ESG ratings participation
Suppliers Shared growth and innovation
Ethical business practice
Daily contacts in the field
Supplier Code of Conduct
Supplier audits
Supplier engagement on
decarbonization
Local Community
and Neighbors
Local recruitment
Local environment protection
Charity
Social and other media Local recruitment campaigns
Charity
Regulator,
Governments,
Associations,
Experts
Compliance with regulations
Knowledge and experience
sharing
Health and environmental
performance of our products
Climate action
Corporate governance
Participation in working groups
and consultative bodies
Ad-hoc dialogue with local
government
Cooperation with experts on
R&D projects
Building a compliance culture
with policies, trainings and
awareness programs
Communicate how our products
contribute to the EU Green Deal
Climate reduction strategy

Materiality Analysis

The Group has a clear commitment to act with respect for people, society and the environment. Sustainability is an integral part of our business model and thus our sustainability strategy is an integral part of our corporate strategy. To deliver our sustainability ambition and have our voice in the market, a solid financial performance and substantial market share is key. The financial aspects are detailed in the financial statements.

People, Planet and Community are the three main pillars of our sustainability strategy. We have defined an overall mission statement for each pillar and linked it to the most relevant material topics.

The material topics for our business and our stakeholders have been defined taking into consideration the following input information: the global trends, analysis of the sustainability frameworks, the expectations of our stakeholders, our risk assessment and a peer review. The sustainability frameworks which served as inspiration topics are the UN Sustainable Development Goals (SDGs),

2.5.2 Strategy

the Sustainability Accounting Standards Board (SASB), the Chemical Standard and the Global Reporting Initiative (GRI).

We have defined how the material topics contribute to the UN Sustainable Development Goals. The SDGs consist of 17 global goals to reach by 2030. While we support all SDGs, our approach focuses on the 9 SDGs where we can have the most impact. In addition, SDG 17 (global partnerships for sustainable development) is to us an overarching aim to reach our ambition.

We conducted an internal assessment in 2022 to re-evaluate the significance of the material topics. We concluded that the material topics are still valid. In 2023, we will re-assess the materiality analysis, in particular the 'double materiality' consideration and stakeholder engagement, in preparation of the CSRD (Corporate Sustainability Reporting Directive).

People Planet Community

Our Mission

We build a sustainable home for our people, based on our core values. We create the conditions for a good working environment and an inclusive workplace. We train our people to have the necessary skills and competencies to be successful in their role and their contribution to the realization of the Company objectives.

We help to build an energy efficient home. We create long lasting, low maintenance building products with top insulating properties. Our products are created with the lowest ecological footprint and can be fully recycled at endof-life. We invest in lowering the ecological footprint of our operations.

We deliver added value to our customers and endconsumers through our solutions and services. We offer top performance in quality and service through trusted customer partnerships. We uphold the highest health and safety product standards. Our employees and suppliers adhere to ethical working standards.

Our Priorities

Human capital Talent management Health, safety & wellbeing Diversity

Recycling

Use of recycled material Product insulation Greenhouse gas emissions Energy efficiency & renewable energy Waste generation Water withdrawal

Health & safety of the end-user Business ethics Sustainable sourcing Community engagement

The Executive Management

defines strategy, approves targets and monitors execution

Governance

Our governance system is based on a clear definition of roles and responsibilities between the following actors:

The Board of Directors

oversees & approves the sustainability commitments

  • The Board oversees and approves the sustainability commitments. Environmental, social and community related risks and opportunities are an integral part of the risk management process and are reviewed by the Audit Committee.
  • The Executive Management proposes the strategy, approves the targets and monitors the execution.
  • In 2022, we have appointed a Group Chief Technology and Operations Officer (CTO / COO) who holds executive responsibility over the sustainability related performance.
  • The Group Sustainability Manager reports to the CTO / COO and coordinates the integration of sustainability into the organisation, identifying bottlenecks, drawing up action plans and providing input for the sustainability strategy together with different departments and the regional EHS leaders.
  • Sustainability progress is an important topic on the agenda of every meeting of the Executive Management and Board of Directors.

The Sustainability Manager

deploys the sustainability strategy together with the business

Reporting Framework and Scope

The report is drafted with reference to the GRI (Global Reporting Initiative) Standards.

The information in this chapter is provided for our main markets (Europe, Turkey, North America) and Colombia. Numbers for the reference years 2021 and 2020 are provided when comparative data is available.

Building a sustainable home is a continuous journey. We are committed to continuously improving our reporting. During 2023-24, we will review our targets, KPI's, data collection and risk assessment in the context of the upcoming CSRD (Corporate Sustainability Reporting Directive).

Ambition

The success of our company depends on our ability to attract and retain skilled staff who have a thorough knowledge of and are familiar with our markets, technology and products. We want our people to thrive, to feel well and safe while working at our premises. We must ensure respect towards each other and we expect everyone to handle in accordance with our business values: Trust, Top Performance and Entrepreneurship.

Trust: We embrace transparency. Trust is given and received.

Top Performance: We strive to improve every day, are accountable and act in a result-focused way.

Entrepreneurship: We take actions spontaneously and strive for innovation. We respect and reward initiative.

Our ambition is to attract and retain talent by encouraging our people to learn and to develop themselves, by investing in their health and safety and by protecting their fundamental rights. We create an inclusive workplace that is open to everyone and embraces the diversity of our people.

Results and Targets

Employment
2022 2021 2020
Number of
employees
3,939 3,709 3,660
New employee hires 1,037 1,577 1,153
Employee
turnover rate
20% 40% 31%
Temporary
employees
448 173 136
Talent Management
2022 2021
Percentage of white-collar employees

who received a formal, automated

performance review

84% 70%

We aim at creating a culture of excellence by establishing a tangible link between learning, performance and compensation, succession planning and knowledge transfer, by providing training that supports strategic organizational objectives and by fostering a culture of continuous improvement that values organizational learning.

-

"Our people are the driver of our activities. We believe that great people deliver great results"

In 2022, the automated Performance Review process was reviewed in the Group, both in terms of content and process. This was linked with the company strategy and named the 'Deceuninck Together Ahead Dialogue'.

In terms of personal development, we encourage internal and international mobility, enabling employees to move to other countries to pursue their ambitions within the Group. We also organise technical trainings, safety trainings & safety awareness workshops, and stress management sessions. We develop leadership and people management competencies, project management and skill trainings such as languages and IT skills. Our goal is that our business results are achieved with the best team and that our core values Top Performance and Entrepreneurship can grow within an environment of Trust. Together • To align Company, Manager and Employee • Focus on mutual challenges and growing together

The purpose of Deceuninck is 'Building a sustainable Home with the best team'. To build our teams, trust is key. The Deceuninck Together Ahead Dialogue enables to build trust in the teams:

  • It is an important step in a continuous feedback culture,
  • It gives the opportunity to connect with and to engage the employees,
  • It provides more attention to career aspirations and the well-being of employees,
  • Expectations can be aligned, strategic goals and personal development goals can be set.

Ahead

  • Focus on the future: agreeing on actions
  • Challenging the status quo
  • Insight into future career ambitions

Dialogue

• Open conversation and feedback

The extreme pressure on the labor market has returned to more normal market conditions in 2022. Also, the Group has paid more attention to connect employees by improving internal communication, incorporating the value of 'trust' in the corporate culture and creating fun moments where colleagues can get to know each other better. This has lead to a positive evolution in the turnover figures. To respond more flexibly to evolutions in the market we have hired more temporary employees in 2022.

Chapter

Deceuninck UK was awarded the Investors In People (IIP) Silver accreditation in recognition of the measures implemented to further reward and support the workforce.

Data availability note: We do not structurally track the training hours in a comparable way across the Group but will do so as from 2023. We will implement a learning management system linked to e-learning, content providing and knowledge management.

Building a sustainable home can only be done in a healthy and safe working environment. By investing in prevention, training, making available safe working tools and monitoring and reporting efforts, we get closer to achieving our aspirational goal of zero accidents.

& State Occupational Safety & Health Administration Standards are applied. 31 % of our workers is covered by a management system based on legal requirements or a recognised standard and audited by an external party. Risk assessment is a central element of our EHS management system. Potential risks are assessed periodically and after an accident, changing of any procedure, material or machine. The risk assessment reports contain risks, lost days, causes and corrective and preventive actions. Risks are mainly linked to high-tension electricity, use of chemicals, moving parts of machines, loading and unloading, work at height, slipping and ergonomics. Every employee is required to report unsafe situations and takes steps to correct them immediately. Incidents and near-misses are reported to the local EHS responsible. Contractors follow the same incident management and reporting procedures.

Several actions have been taken in 2022 to eliminate the hazards and minimize risks linked to the accidents that happened, for example: repairs of machinery and infrastructure, training to operators and temporary workers, a training and awareness campaign.

We have set up a new immediate accident reporting system on European and Group level in 2022. We have stepped up our efforts to embed a safety culture in our workforce. '10 Golden Rules' to prevent injuries and incidents were communicated throughout the Group. Behavioral based safety rules are essential to increase safety awareness, on all levels of the organization.

Every site has specific targets linked to frequency and severity rate.

Unsafe conditions: stop work and inform your supervisor.

Accident or near miss: inform your supervisor immediately.

Only use machines or equipment when you are trained and authorized to.

Only enter warehouse areas when you are authorized to.

Use the marked walkways and keep them clean.

Keep distance from material handling equipment.

Don't walk under loads.

Use your Personal Protective Equipment correctly.

Keep your machines and working areas tidy.

Be alert to fire and never smoke outside of designated smoking areas.

Health & Safety
2022 2021 2020
High-consequence work
related injuries
Number:
Rate*:
2
0.3
1
0.2
0
0
Work-related injuries
with lost time
Number: 86 110 87
Rate*: 13.1 17.4 14.4
Number of lost days 1,616 1,808 1,260
Number of fatalities 0 0 0

*Calculated based on 1,000,000 hours worked

Our ambition is clear: provide a safe working environment to all employees, contractors and visitors that work at or visit a site of the Group.

Our EHS management system includes a clear governance structure on group, regional and site level, coordinated by regional EHS managers and with management involvement to review preventive and corrective actions and define targets. Deceuninck Turkey applies the ISO 45001 Occupational Health and safety management system and in our US plants the Federal

It is a strategic priority of the Group to keep employees engaged and connected to our company and each other. A strong employee engagement is an enabler to a good working culture, reduction of employee turnover, increase of productivity and better relations with stakeholders.

An employee survey is a means to measure and monitor employee satisfaction and take targeted action where needed. In 2022, we increased the number of employee surveys.

  • Employee surveys were presented to employees in all the European countries in which Deceuninck is active, except in Spain. In Belgium, a global survey was set up in 2021. Based on the results, an action plan was developed around the priorities: Communication, Wellbeing, Development, Community & Organizational structure and division of roles.
  • In Turkey, an Employee Opinions survey was set up at the end of 2022, with a particularly high participation rate of 90%. Once we understand the root causes of

some outcomes, the aim is to work out detailed action plans, throughout the organization.

• Personnel surveys are set up in DNA on a regular basis: a baseline Annual Employee Satisfaction Survey, an update survey, a Culture Improvement Survey, as well as bi-weekly small in person-sessions on specific themes such as Teamwork and Positive Work Environment. The feedback leads to improvement actions such as the Culture Improvement Teams of blue collar and white collar employees to generate solutions on our focus areas.

Engagement includes information exchange and negotiations with labor unions. We recognize the right of any employee to join or to refrain from joining a labor union. When employees or their close family members encounter exceptional, serious economic and/or health difficulties, we see how we can support them by providing the necessary assistance.

Employee Engagement

We respect cultural differences. We believe that diversity of people and ideas provides the Group with a business advantage. An inclusive workplace also gives access to the labour market to its fullest extent.

We value and respect the unique character and contribution of each person. Treating each other with dignity, respect and fairness is the foundation of good business. Discriminating against any employee or person with whom we do business on the basis of age, race, colour, religion, gender, disability, national origin, sexual orientation is not permitted. The recruitment, remuneration, application of employment conditions, training, promotion and career development of our employees are based on professional qualifications only.

We have a zero-tolerance policy against discrimination and harassment. Employees can confidentially report any case through the internal whistleblower procedure. Every occurrence is investigated and a remediation procedure is foreseen, if applicable.

Our ambition is to increase diversity in terms of age (meaning having employees represented in all age categories), in terms of gender and nationality. We also invest in the inclusion of our diverse workforce, for example by offering language and culture trainings.

Data availability note: we do not track amount of nationalities on Group level.

Diversity
2022 2021 2020
Percentage of employees per gender
Women 15% 14% 16%
Men 85% 86% 84%
Percentage of employees per age group
Under 30 years old 22% 22% -
30-50 years old 58% 58% -
Over 50 years old 20% 20% -

Ambition

We understand that we have an impact on the environment in which we operate. Our planet gives us food, fresh air, clean water, etc., but the strain on natural resources has a negative impact. The world continues to experience increasing concentrations of greenhouse gases, extreme weather conditions, rising sea levels and waste generation. As we affect climate change through our operations and products and climate change might affect our business continuity, we have a responsibility to minimize the environmental impact of our operations.

Historically, our focus has been on designing and developing innovative products with high insulation vales, in order to reduce energy loss and minimize carbon footprint in the use-phase, in combination with major investments in recycling. Since 2022, we combine this focus with a carbon reduction strategy in our production processes, our energy consumption and the sourcing of raw materials. We will accelerate in the coming year, by carefully managing how we source materials, how we design products, how we produce, how we deliver the products to our clients and how – and how much - they are recycled at the end of their long lifetimes.

We operate in markets with different strict and evolving environmental requirements. Compounding and storage of hazardous industrial materials involves an environmental risk, especially as environmental legislation and regulations change over time. Failure to comply with existing or future environmental legislation and regulations may result in criminal or administrative penalties, which could have a material adverse effect on our financial results and operations.

Results and Targets

Our Recycling Activities
2022 2021 2020
Input volume
material recycled in
our recycling plant
(tonnes)
24,107 23,500 22,000
Weight of PVC
material recycled
(tonnes)
19,804 17,400 14,000

Our sector leadership in circular economy is clear by the investment in the state-of-the art recycling plant with advanced recycling technologies in Diksmuide (Belgium). Centrally located in Europe, we supply recycled PVC to our extrusion plants.

Recycling post-industrial waste of our own production facilities and customers is what we have been doing since 2012. All our facilities grind their waste materials as much as possible locally and re-use it on the production site. As such, we avoid transport to Diksmuide or other local recyclers.

A circular economy goes further and closes the loop of post-industrial and especially post-consumer PVC profiles, coming from demolition and renovation works. By collecting these waste streams, the Group has a firm ambition to further increase the recycling volumes in the coming years towards the maximum capacity of the recycling plant: 45,000 tonnes.

We expect the inflow of material to increase significantly, because the EU Green Deal results in more renovation projects which will lead to more PVC materials becoming available for recycling.

We already collected post-consumer waste and external post-industrial waste in cooperation with partners and have further expanded our services with a partnership with 10 recycling hubs in Belgium and flexible solutions for the window fabricators in 2022.

The high-tech fully automated sorting line enables an optimal sorting of the materials and output quality. Quality is a key requirement to be able to use the postconsumer materials closed-loop in the production of new profiles.

We set up R&D projects with universities and other knowledge and industry partners to investigate how we can valorise the waste fractions for which we have

"Our vision on circular economy: our PVC products are designed to be 100% recyclable, we recycle in a closed loop system at superior efficiency and we manufacture long-lasting, low-maintenance products with less virgin material"

not found a circular solution yet. Examples are: the "SUPR² project", investigating possibilities to reduce the mechanical wear of the recycling line, "Pocomic" investigating micronization as a pretreatment for granulation and "Remadyl," a project that aims at recycling PVC additivated with hazardous legacy substances.

By recycling, we directly contribute to the waste prevention that would other ways go to landfill or be incinerated. However, we realize that our recycling activities also have an environmental impact. Our recycling factory is therefore fully part of the energy reduction efforts in our carbon reduction strategy.

Our recycling activities are independently audited by EuCertPlast. This certification aims at environmentally optimal plastics recycling processes. As such, we contribute to the Recovinyl and Vinyl Plus 2030 European recycling objectives.

The Group recycled 24,107 tonnes of post-industrial and post-consumer rigid PVC waste in 2022, resulting in 19,804 tonnes of high-quality recycled PVC.

In 2023, we will keep investing in our recycling activities to be upgraded towards an output capacity of at least 21,000 tonnes – leading to significant reduction of our ecological impact and making us one of the largest PVC recyclers of Western-Europe.

_

avoided = 37,000 tCO2e

Product design to be 100% recyclable is one of the key principles of our circular economy commitment. PVC is a valuable material that can be recycled at least 8 times without losing its mechanical characteristics. Installed for at least 35 years, it has a potential lifecycle of 280 years or more.

The use of recycled materials is one of the main design criteria used by our product design teams in the design process. They apply the "Design for Recycling" guidelines of EPPA, the European Trade Association of PVC Window System Suppliers.

The quality of the recycled material is paramount to ensure the quality of the end-product. Therefore, we invest in fully automated recycling processes that

eliminate other waste streams from the PVC fraction. All recycled materials we use, comply with the applicant quality certifications.

Our recycling activities are complemented with investments in co-extrusion production lines that combine virgin with recycled PVC in our product manufacturing. In 2022, we have invested 2 million euro in new co-extrusion lines. We will continue our investments in the coming years.

We have intensified our efforts to collect and recycle cutoffs from our clients. Both DNA and Deceuninck Turkey have initiated 'take-back' programs at the end of 2022.

In 2022, on average 14% recycled PVC material was used in production. Calculated against the total input material used, this is a combination of post-consumer waste - mainly sourced from our own recycling plant, postindustrial waste originating from our own production and pre-consumer waste from our customers.

Deceuninck North America is certified for the recycled content in window lineals via the external certification

Use of Recycled Material
2022 2021 2020
Share of recyclable products 100% 100% 100%
Share of recycled input PVC
materials used
14.4% 14.9% 13.3%

agency GreenCircle. As such, we are the only North American PVC window lineal supplier. The certification covers claims for recycled content, in accordance with US criteria for recycled content of building products.

The Elegant product range for windows and doors contains high levels of recycled content, between 15 % and 30%. Phoenix is the newest addition to the Elegant product range and available since January 2022 in the Benelux. As a fully recycled profile, it is our strongest circular product achievement so far.

Through the above measures, we aim to gradually increase the share of recycled content in production in the coming years.

Volume of materials used to produce the products (tonnes)

2022 2021
Raw materials (tonnes)
PVC resin 126,000 200,000
Additives 35,000 41,000
Decorative foil 2,000 2,000
Reinforcement materials (tonnes)
Reinforcement materials
(steel, steelwire, fiberglass)
7,500 7,500

40% of fossil fuels in Europe is used for heating buildings, which represents 36% of energy-related greenhouse gas emissions. The Group's mission is to develop products that reduce the heating and cooling loss and thus reduce the energy intensity of a building.

PVC building products provide superior insulation performance and are the most economical solution for insulation. The use of new PVC windows at least halves energy consumption, assuming that a 30-year-old window is replaced leading the house to comply with passive house standards.

National building codes are gradually introducing stricter insulation and ventilation targets to meet legal requirements. Governments worldwide are deploying policies that impose stricter energy performance requirements, such as, for example, the revision of the EU Energy Performance of Buildings Directive expected in 2023, one of the key initiatives of the EU Renovation Wave strategy which aims for nearly zero energy buildings (NZEBs). Or the US Federal Building

Energy Code for Federal buildings. It is also expected that, in 2023, Turkey will upgrade requirements for heat insulation in the Building Energy Regulation.

Our design teams constantly innovate on building products with improved energy performance at an even lower weight.

The Elegant range for windows and doors profiles, based on the uniquely developed iCOR principle, is the result of this product design value into practice. It uses the new iCOR platform of profile combinations and introduces a central gasket for maximum thermal and acoustic performance. Adding the unique ThermoFibra technology combined with Forthex, which make steel reinforcements redundant, Deceuninck is able to manufacture profiles for large windows with a significantly lower weight, a better U-value and a faster processing time.

Thermal properties of windows and doors are calculated according to parameters of thermal transmission of the PVC frame (Uf) and glazing (Ug). As system owner, the critical parameter is the Uf, which is determined during the design phase. Based on this, we have several Passive

Product Insulation

House Components Certifications: in the EU for the Zendow#neo, Elegant Infinity and Elegant ThermoFibra Infinity systems (climate zone warm). Deceuninck Turkey received the first Passive House Component Certification for PVC Windows in Turkey with the Winsa-Revotech window range from the German Passive House Institute.

Environmental Product Declarations (EPD)

Environmental Product Declarations (EPD) present the results of a life cycle assessment (LCA) of a product. The Group participates to the EPDs of EPPA (European Trade Association of PVC Window System Suppliers), updated in 2022 for double-glazed windows and tripleglazed PVC windows. An EPD for Twinson massive decking is available and work has been initiated to establish an EPD for the complete Twinson product range (terrace and claddings). Finally, we will publish EPD's for our products on the French market in 2023.

VinylPlus Label

The VinylPlus label is applicable for the product ranges Elegant, Elegant Thermofibra, Zendow, Zendow#neo, and Twinson in Europe. The voluntary label by VinylPlus, BRE and the Natural Step confirms that our products and processes apply to the highest quality, performance and

sustainability standards. The external audit certifies the policies, processes, products and performance on the following criteria:

  • Responsible Sourcing traceability of raw materials
  • Controlled Loop Management reduce waste and increase use of recycled material
  • Organo-chlorine Emissions PVC sourced from ECVM chartered suppliers
  • Sustainable use of additives cadmium and leadfree products, additives used contribute to lower ecological footprint
  • Energy and climate stability energy efficiency improvement and use of renewable energies above national legal requirements

2 tonnes of CO2e emissions avoided per ton recycled PVC

Deceuninck Group has committed to the ambitious Science Based Targets initiative (SBTi). This global collaboration enables businesses to set targets in line with the level of decarbonization needed to reach the goals of the UN Paris climate agreement. We are expecting a validation in 2023 of the targets we have submitted for validation mid-2022.

  • Deceuninck commits to reduce absolute Scope 1 & 2 emissions by 60% by 2030 from a 2021 base year. This requires a relative emission reduction of 75% per ton of product produced.
  • Deceuninck commits to reduce Scope 3 emissions 48% per ton product produced by 2030 from a 2021 base year.
  • Deceuninck commits to reach net-zero GHG emissions across the value chain by 2050.

Our carbon reduction roadmap includes investments in energy efficiency in operations and electrification, a phase-out of fuel oil as well as production and sourcing of renewable energy. Targets for Scope 3 emissions are linked to cooperation with suppliers to lower carbon raw materials, intensifying our own recycling efforts and efficiencies in logistics.

Unsurprisingly, the impact of the indirect emissions in the supply chain is very large, as for the manufacture of PVC (polyvinylchloride) two main feedstocks are needed: chlorine and ethylene. Ethylene is mainly derived from non-renewable fossil fuels, either crude oil or natural gas (and also shale gas). Raw materials (Scope 3) contribute to 77% of our total carbon footprint, 58% is linked to virgin PVC resin. To make tangible steps towards reaching the Scope 3 sustainability ambitions, we started in 2022 an open dialogue with key PVC resin suppliers about capabilities and objectives, as a basis to identify the suppliers that are best suited to co-drive sustainability.

Greenhouse Gas Emissions

2022 2021 2020
CO2
e emissions
Scope 1 (tCO2
e)
12,916 18,573 19,875
CO2
e emissions
Scope 2 - Location
based (tCO2
e)
48,413 59,694 54,110
CO2
e emissions
Scope 2 Market
based (tCO2
e)
45,763 58,751 53,675
GHG emissions
intensity Scope 1,2
0.33 0.34 0.34
CO2
e emissions
Scope 3 (tCO2
e)
468,458 595,771 502,904
GHG emissions
Scope 3 intensity
ratio
2.3 2.50 2.49
Total CO2
e emissions
(tCO2
e)
527,136 673,096 576,455
Total GHG emissions
intensity ratio
(tCO2
e/tonnes)
2.50 2.90 2.79
CDP score C D N/A

The second largest contributor comes from the energy consumption in our operations (13%), Scope 1 and 2 emissions together. The use of electricity accounts for the largest share (9%), following by natural gas use (2%). Other contributors to energy consumption, to a much lower extent are the use of fuel oil and propane as well as leakages of refrigerants. In 2022 we have prepared a detailed roadmap on site-level with energy efficiency actions linked to pre-defined priority axes. We have also prepared an investment plan to increase the roof solar pv production on several sites. The implementation of these actions will intensify as of 2023.

Logistics also represent an important share (8%) of CO2e emissions, largely influenced by road transportation. Company cars, commuting, waste and business travel each represent < 1% of our climate impact.

Fluctuations per site directly reflect the quantities of raw materials processed. Monroe (US), Menemen (TR) and Kartepe (TR) together represent 50% of our total footprint.

Emissions have decreased by 22% between 2022 and 2021. Between 2020 and 2019 there was an increase of 13%. These evolutions are mainly linked to the evolutions in raw materials. We also notice a first effect of our efforts in 2022 in energy efficiency in operations.

ESG rating

As of 2021, Deceuninck participates to the CDP climate change questionnaire. On a scale from A to D-, Deceuninck has received a C score, a clear improvement compared to the D score awarded in 2021. We intend to improve our scoring year over year through a targeted approach on the key elements targets, strategy, governance and risks.

2022 versus 2021 tCO2e emissions

Annual Report 2022

Building trust day by day

Juan Pablo Moreno Sales Manager LATAM (Colombia) We believe that great people deliver great results. Our ambition is to attract and retain talent by encouraging our people to learn and develop themselves, by investing in enhancing their health and safety and by protecting their fundamental rights.

As part of our commitment to sustainability and climate change mitigation, we strive to continuously improve the environmental performance of our operations, with energy efficiency and renewable energy as key parts. Energy efficient production processes, electrification as well as sourcing and producing renewable energy have an impact on the carbon footprint directly. It also

is an opportunity for the optimization of manufacturing processes and energy cost reduction.

We have started a structured energy efficiency analysis on Group level based on a predefined priority setting focused on the biggest contributors to energy consumption and quick wins in the extrusion plants, which amount for the highest electricity consumption due to the production characteristics. We kicked-off intercompany workshops to learn from each other's experiences. As such, we started the roll-out of the following measures, which will largely generate effect as from 2023:

  • Installation of electrical and air flow meters on machinery, tools that allow to monitor energy consumption in a detailed way
  • Replacements of lighting systems
  • Standardization and optimizations of calibration tables
  • Decrease of pressure level of compressed air
  • Increase of the cooling water temperature
  • Electrification of forklifts

The share of renewables in the energy mix is a mixture of a trigeneration power system used in Turkey, the purchase of Renewable Energy Certificates (REC) in

"We strive to continuously improve the environmental performance of our operations, with energy efficiency and renewable energy as key parts"

Energy Management
2022 2021 2020
173,294 186,386 173,413
52,143 94,074 87,626
4,216 5,580 4,170
229,653 286,041 265,209
1.11 1.24 1.29
17% 16% 17%
ಕರ.
ed
tes
ergy

Europe and own production of solar PV in Turkey and Europe, respectively for 7%, 9% and 1%. We managed to increase the share through the purchase of more REC. The share will further increase in 2023 because of the planned installation of Solar PV in European and Turkish plants and the expansion of REC purchases in Europe.

Our production facility in Bogen is ISO 50001 certified. Our production sites in Belgium, Turkey and the United Kingdom are ISO 14001 certified. The two Belgian sites (Hooglede-Gits and Diksmuide) were part of the energy efficiency covenant 'EBO' until the end of 2022.

Water Management
2022 2021 2020
Total water withdrawal (m3) 269,487 230,514 216,927
Water intensity: total water
withdrawal/production
volume (m3/tonnes)
1.22 1.01 1.05
Total water withdrawal per subcategory (m3)
Rainwater 14,313 17,684 -
Groundwater and
surface water
35,547 30,140 -
Drinking water 205,727 182,690 -
Total water withdrawal in
areas with water stress (m3)
196,995 180,397
Water withdrawal in areas with water stress per subcategory (m3)
Rainwater 14,313 17,684 -
Groundwater and
surface water
33,380 28,931 -
Drinking water 149,302 133,782 -

Responsible water management is another aspect of our efforts to make our production processes more environmentally friendly. Water, once an abundant natural resource, is becoming a more valuable commodity due to the physical effect of climate change and overuse. Water

Waste Management
2022 2021 2020
Total volume of
waste (tonnes)
12,848 14,136,121 14,545,714
Waste intensity
(kg/tonnes)
62.12 61.7 70.3

is an inherent part of extrusion processes, as it is used to cool the PVC material upon completion of extrusion. We therefore must use it responsibly, especially in water stress regions.

Responsible use of water is an ongoing point of attention. We monitor water consumption, we are implementing measures to reduce water usage by investing in filtration systems and water re-use, we maximise the use of rainwater and take preventive treatment measures against soil and ground water contamination. In the coming years, we will intensify the management approach on responsible water use in the plants located in water stress areas, notably reuse of wastewater in extrusion processes.

Location of the plants in areas with high water stress (where the water demand exceeds the supply) are: Menemen and Kartepe (Turkey), Gits and Diksmuide (Belgium) and Borox (Spain).

In line with our dedication to a circular economy, an effective waste management in our operations is a priority for Deceuninck. Reducing waste streams is not only good for the environment but also for business, as it lowers waste processing costs.

We have local waste management policies and processes in place that help us to monitor waste streams, minimize waste volumes and close the loop for the difficult-torecycle waste fractions originating from our production processes. The waste management hierarchy, central to

our waste management approach, is as follows:

  • We check if we can reduce or eliminate the waste stream
  • We focus on the re-use of PVC waste streams as raw material in our own production
  • We process it with a third party in most environmental neutral way, which means in order of priority: recycling / incineration with energy recovery / incineration without energy recovery
  • We try to avoid and eliminate landfilling

Our operations and R&D teams work on several projects to reduce the PVC waste in production. We have launched an analysis with our suppliers to assess the share of recycled plastic in packaging materials in Europe. We are engaged in the voluntary initiative Operation Clean Sweep where we pledge to prevent resin pellet, flake and powder loss. This has led to several actions taken in our compound and recycling plant in Diksmuide.

Ambition

Our daily driver is to produce exquisite, innovative, sustainable and safe building products, while playing an active role in the communities we operate in, upholding the highest ethical business standards and expecting the same from our business partners.

Our production and distribution activities are subject to possible liability risks related to our products and our supply chain (human rights violations, bribery and corruption). Any act of non-compliance can have a negative impact on the reputation of the Group, on the activities and on the value of the share. We have taken measures to protect our customers and to ensure that our employees and our suppliers act in accordance with applicable laws, as well as the highest standards of integrity and ethical practice.

2.5.5 Community

Results and Targets 2022

Health and Safety of the End-User
2022 2021 2020
Number of incidents
of non-compliance
with health & safety
regulations and
voluntary labels
0 0 0

It is critical to the Group to manufacture top quality products. Health and safety are an essential quality element, meaning that we do not tolerate that our products harm the end-users during their lifetime. Products must be designed, produced and serviced to the applicable product standards and should comply with regulations and contractual obligations.

We notice that potential health and safety impacts are an area of growing concern especially in Europe, driven by evolving European legislation. We cooperate in this policy making progress by sharing knowledge and experience in the most transparent way.

We adopt several quality standards and labels as a guideline for the design and manufacturing, backed by tests performed in our company labs and approved by external certification partners. The tests are based on several national quality standards and cover a range of potential health and safety related impacts throughout the lifecycle: heat transmission, air and water tightness, reaction to fire, compliance with REACH and VOC regulation …

Our PVC profiles containing post-consumer recycled material put on the market in the EU are consultable in the SCIP database. This EU database, established under the EU Waste Framework Directive, is intended to support consumers in making safer buying choices and

The CE mark signifies that products sold in the EU have been assessed to meet high safety, health and environmental protection requirements. PVC profiles are not subject to CE marking, unlike PVC windows and doors. The CE marking of those finished products is provided by the window manufacturer, based on tests and reports provided by Deceuninck. All window profiles put on the market in the EU and Turkey have the necessary test reports for CE marking. PVC cladding products in Europe are subject to CE marking. A Declaration of Performance is published on our website and directly available to the customers. We are, with our industry association EPPA, closely following the discussions at European level. The proposal is currently being discussed by the EU Parliament, next steps will follow in 2023. The elements 'Responsible use of additives' and 'Material traceability down the supply chain' are part of the externally audited VinylPlus product label in Europe (see above).

support waste managers in identifying Substances of
Very High Concern containing products (SVHC) present
in a concentration above 0.1% weight by weight (w/w).
Lead free test reports of the virgin PVC compound are
available for all products. In the context of the European
REACH legislation, the EU Commission has proposed a
ban to use the heavy metal lead in PVC products with
a conditional derogation for the recycled rigid PVC.
We are, with our industry association EPPA, closely
following the discussions at European level. The proposal
is currently being discussed by the EU Parliament, next
steps will follow in 2023.

Business Ethics
2022 2021 2020
Rate of new joiners
(white collars) who
completed the Code of
Conduct e-learning
72% 85% 79%
Number of incidents of
non-compliance
0 0 0

the management team, the Group Compliance Officer or to the Chairman of the Audit Committee. In addition, the Group Internal Audit audits adherence to the policies.

To make sure that all of employees have the same understanding of the Code of Conduct principles, new joiners follow an e-learning program as part of the onboarding process. The program explains the main principles and rules of the Code of Conduct and covers topics such as anti-bribery and anti-corruption, ethics, data protection, quality and sustainability. The training is currently only available for white collars. We plan to extend the training to all employees in 2023.

The Group considers business ethics as an integral component of our company's business values. Our reputation and financial performance depend on the conduct of our employees when dealing with business partners, company assets, information, etc. The Group wants to foster a stimulating work environment in which every person is treated fairly, placing emphasis on trust and respect, the need to apply the highest standards of professional behaviour, safety and rejection of all forms of discrimination.

The policies and procedures related to antidiscrimination, anti-bribery and anti-corruption are set out in our Human Rights Policy and our Code of Conduct for employees. Violations are unacceptable and should be raised with an appointed trust person, a member of

8 ============================================================================================================================================================================
al
of Cattle.
20

Business Ethics in The Supply Chain

2022 2021 2020
Number of suppliers
who signed the
Code of Conduct
456 49 18
Percentage of spend
covered by signed
Code of Conduct
55% - -

We expect our suppliers and subcontractors to comply with the same ethical standards as we do. The principles, policies and procedures in terms of ethics are set out in the Supplier Code of Conduct and the Human Rights Policy. These are based on the ILO Declarations on Fundamental Principles and Rights at Work and detail our minimum expectations in supplier standards, including health and safety, labour practices and human rights, environmental protection, ethics and fair business practices.

Our priority in 2022 was increasing the number of suppliers who sign the Supplier Code of Conduct. We focus on the key suppliers in terms of spend. These typically include the raw material suppliers.

As of 2023 this supplier commitment will be part of the procurement protocol for new supplier contracts. Our goal is to have a supplier commitment representing 70% of our spend in 2023.

A high-level risk screening showed that the large majority of the suppliers operate in low-risk countries. Nevertheless, we want to avoid all inherent and residual risks, notably linked to human and environmental rights. We will therefore conduct a more detailed risk mapping based on severity and likelihood of occurrence in 2023. Based on the outcome, we will decide on supplier awareness and control actions.

_

As a Group active in more than 90 countries all over the world, we have a role to play in society. We want to ensure that more people can participate in a prospering society regardless of their backgrounds. We therefore support charity projects, both bigger and smaller ones, hoping to make a difference for each and everyone involved. Apart from the monetary sponsorships we also support a variety of causes in-kind.

The Group's main activity is not the processing of personal data. However, in the interest of our company, our employees and our business partners, the Group is committed to do the utmost to protect personal data against unauthorized users and operates in accordance with the applicable rules and legislation. Non-compliance could lead to privacy claims and loss of reputation.

In 2022, the Group has launched a Security Awareness e-learning programme to explain the main principles and rules of Security Awareness. The Privacy Statement, available on our website, details the related policy.

In 2022, no security breaches of privacy or loss of data were reported.

Community Engagement

2022 2021
Project support for health
and education
€ 94,155 € 42,000

We mainly focus on projects in the field of health and education. Health research enable scientists to improve the prevention and quality of healthcare. Education helps underprivileged young people to grow towards independency and to open opportunities on the labour market.

A selection of projects we have supported:

  • The Deceuninck C3 Compassion for Community and Causes programme in US: sponsorship of Wreaths Across America, local youth baseball, high school football, ...
  • YouthStart: organisation that stimulates selfconfidence among young people seeking opportunities and the opportunity to pursue their ambitions. They provide support and education to become an independent and selfsufficient individual.
  • Fundraising actions for the Belgian charity event 'De Warmste Week'.

Annual Report 2022

GRI Content Index

EU taxonomy

2.6 Financial Performance

  • 2.6.1 Deceuninck Consolidated
  • 2.6.2 Financial Statements and Notes
  • 2.6.3 Deceuninck NV
  • 2.6.4 External Auditor's Report

2.6.5 Management Responsibility Statement

Income statement

Consolidated sales in 2022 increased to a new record level of € 974.1m, up 16.2% from € 838.1m in 2021, with price increases to compensate for higher raw material prices and for cost inflation as the main driver.

The Adj. EBITDA increased to a new record as well. For the first time in the history of the company, an Adj. EBITDA of more than one hundred million euro, more specifically € 102.3m (vs € 97.7m in 2021), was achieved.

The Adj. EBITDA-margin in 2022 was 10.5%, which is 1.2 percentage point lower than in 2021 (11.7%). Price increases have offset higher production costs including raw material costs, labour and energy. Higher fixed costs due to inflation and higher provisions for doubtful debtors however impacted overall profitability. In Europe, the Adj. EBITDA-margin was additionally impacted by efficiency losses and higher logistics costs, mainly caused by costs for the transition to the new platform. In North America however, the Adj. EBITDA-margin recovered, despite very low volumes, reflecting manufacturing efficiency improvements helped by a lower turnover of blue-collar workers.

Adj. EBITDA-items (difference between EBITDA and Adj. EBITDA) amount to € 4.9m (vs € 4.9m in 2021) and include mainly costs related to the transition to Elegant.

The financial result decreased from € (14.6)m in 2021 to € (30.9)m in 2022 which is fully explained by the implementation of IAS 29.

Depreciations and amortizations increased from € 38.6m in 2021 to € 50.1m in 2022, primarily as a result of higher depreciations following the implementation of IAS 29 and the impairment of property, plant and equipment in Russia (€ 7.9m).

Despite lower Earnings before taxes, Income taxes have risen from € (2.5)m in 2021 to € (8.7)m in 2022. The lower Earnings before taxes reflect the impairment of fixed assets in Russia and the impact of IAS29, both of which are not tax deductible. In addition, taxes in 2021 were helped by the additional recognition of deferred tax assets.

As a result of the above, net profit decreased from € 37.2m in 2021 to € 7.6m in 2022 and Earnings per Share attributable to ordinary shareholders decreased from € 0.25 to € 0.04.

The Board of Directors will propose to the General Assembly on 25 April 2023 to pay out a dividend over 2022 of € 0.07 per share, representing an increase of 16.7% over the dividend of €0.06 paid over fiscal year 2021.

This annual report needs to be read together with the audited consolidated financial statements of Deceuninck Group, referred to as the Group, and the notes to the financial statements. These audited consolidated financial statements were authorized by the Board on 28 February 2023.

Non-financial information

2022 Results

Research and Development (R&D)

Events after the balance sheet date

Other circumstances

The non-financial information of the Group is described in the section Sustainability of this annual report.

The research and development activities of the Group are described in the section Products and Innovations of this annual report.

Please refer to Note 27 of the consolidated financial statements.

Besides the circumstances included in the paragraph on risk management, no other circumstances should be disclosed that had a significant influence on the Group's situation.

2.6.1 Deceuninck consolidated

Cash flow and Balance Sheet

Capex in 2022 amounted to € 48.4m (vs € 43.6m in 2021) and includes on top of € 20-25m recurring capex for maintenance and replacement of extrusion tools also € 20-25m expenditures to support our growth and strategy.

The Net Financial Debt increased from € 61.9m on 31 December 2021 to € 88.3m on 31 December 2022, causing leverage to increase slightly from 0.6x to 0.9x.

Working capital increased from € 84.3m to € 115.6m in line with sales growth.

Equity has increased from € 258.9m to € 319.6m propelled by the net result (€ 7.6m) and the impact of IAS 29 (€ 43.9m).

Deceuninck Group: key figures 2.6.2 Financial statements

KEY FIGURES (IN € MILLION) 2020 2021 2022 EVOLUTION
2021 - 2022
and notes
Consolidated Income Statement (in € million)
Sales 642.2 838.1 974.1 16%
Adjusted EBITDA 86.0 97.7 102.3 5%
EBIT 45.9 54.3 47.2 -13%
Net Profit 25.6 37.2 7.6 -80%
Consolidated Balance Sheet (in € million)
Equity 246.3 258.9 319.6 23%
Net Debt 55.5 61.9 88.3 43%
Total Assets 599.4 675.1 709.6 5%
Capital Expenditure 23.5 43.6 48.4 11%
Working Capital 74.2 84.3 115.6 37%
Capital Employed 347.4 354.9 440.4 24%
Ratios
Net Profit On Sales 4.0% 4.4% 0.8% -
Adjusted EBITDA / Sales 13.4% 11.7% 10.5% -
Net Debt / Adjusted EBITDA 0.64 0.63 0.86 -
EBIT / Capital Employed 13.2% 15.3% 10.7% -
Headcount
Total Full Time Equivalents (Fte) 3,660 3,709 3,939 -
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER
(IN € THOUSAND)
NOTES 2021 2022
Sales 2 838,099 974,104
Cost of goods sold 3 (608,440) (713,181)
Gross profit 229,658 260,923
Marketing, sales and distribution expenses 3 (128,577) (150,095)
Research and development expenses 3 (6,711) (6,509)
Administrative and general expenses 3 (43,198) (50,943)
Other net operating result 3 3,106 (6,137)
Share of the result of a joint venture 8 - -
Operating profit (EBIT) 3 54,278 47,239
Costs related to the derecognition of accounts receivable 3 (3,545) (1,648)
Interest income (expense) 3 (4,862) (5,056)
Foreign exchange gains (losses) 3 (5,744) (5,564)
Other financial income (expense) 3 (446) (1,679)
Monetary gains (losses) 3 - (16,963)
Profit / (loss) before taxes (EBT) 39,682 16,328
Income taxes 4 (2,503) (8,726)
Net profit / (loss) 37,179 7,601
THE NET PROFIT / (LOSS) IS ATTRIBUTABLE TO:
(IN € THOUSAND)
2021 2022
Shareholders of the parent company 33,990 5,980
Non-controlling interests 3,189 1,621
EARNINGS PER SHARE DISTRIBUTABLE TO THE
SHAREHOLDERS OF THE PARENT COMPANY (IN €):
2021 2022
Basic earnings per share 0.25 0.04
Diluted earnings per share 0.24 0.04

Deceuninck consolidated income statement

The accompanying notes are an integral part of these consolidated financial statements.

FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER (IN € THOUSAND) NOTES 2021 2022
Net profit / (loss) 37,179 7,601
Currency translation adjustments (22,449) 54,781
Gain / (loss) on cash flow hedges 2,968
Income tax impact 4 (742)
Net other comprehensive income / (loss) potentially to be reclassified to
profit or loss in subsequent periods
(22,449) 57,007
Changes due to remeasurements of post employment benefit obligations 2,364 4,645
Income tax impact 4 (640) (1,386)
Net other comprehensive income / (loss) not to be reclassified to profit or
loss in subsequent periods
1,724 3,260
Other comprehensive income (+) / loss (-) for the period after tax impact (20,725) 60,266
Total comprehensive income (+) / loss (-) for the period 16,454 67,867
THE TOTAL COMPREHENSIVE INCOME (+) / LOSS (-) OF THE PERIOD IS
ATTRIBUTABLE TO: (IN € THOUSAND)
2021 2022
Shareholders of the parent company 16,916 60,576
Non-controlling interests (462) 7,291

Deceuninck consolidated statement of comprehensive income

The accompanying notes are an integral part of these consolidated financial statements.

Deceuninck consolidated balance sheet

(IN € THOUSAND) NOTES 2021 2022
ASSETS
Intangible fixed assets 6 1,849 4,529
Goodwill 7 10,571 10,560
Tangible fixed assets 9, 20 246,826 297,785
Financial fixed assets 9 10
Investment in a joint venture 8 - -
Deferred tax assets 4 9,792 11,410
Long-term receivables 10 1,508 413
Non-current assets 270,555 324,706
Inventories 11 169,589 171,722
Trade receivables 12 90,756 87,947
Other receivables 12 69,959 54,994
Cash and cash equivalents 13 72,885 58,949
Assets classified as held for sale 14 1,346 11,280
Current assets 404,535 384,893
Total Assets 675,089 709,598
EQUITY AND LIABILITIES
(IN € THOUSAND) NOTES 2021 2022
EQUITY AND LIABILITIES
Issued capital 15 54,441 54,505
Share premiums 15 90,213 90,468
Retained earnings 256,263 255,672
Cash flow hedge reserve - 2,226
Remeasurements of post employment benefit obligations 16 (5,690) (2,201)
Treasury shares 15 (75) (16)
Currency translation adjustments 15 (142,418) (93,538)
Equity excluding non-controlling interests 252,735 307,117
Non-controlling interests 6,184 12,504
Equity including non-controlling interests 258,919 319,620
Interest-bearing loans including lease liabilities 18 13,002 130,748
Other long-term liabilities 580 580
Employee benefit obligations 16 18,779 14,240
Long-term provisions 17 3,287 4,301
Deferred tax liabilities 4 1,544 9,736
Non-current liabilities 37,192 159,605
Interest-bearing loans including lease liabilities 18 121,765 16,452
Trade payables 19 176,009 144,023
Tax liabilities 6,421 8,326
Employee related liabilities 15,439 16,365
Employee benefit obligations 16 1,212 580
Short-term provisions 17 249 95
Other liabilities 19 57,883 44,531
Current liabilities 378,978 230,372
Total equity and liabilities 675,089 709,598
(IN € THOUSAND) Issued Capital Share premiums Retained earnings Changes in
remeasurements of post
employment
benefit obligations
Cash flow hedge reserve Treasury shares Currency
translation
adjustments
Total equity
attributable to
shareholders
of the parent
company
Non-controlling
interests
Total
As per 31 December 2020 53,950 88,310 228,334 (7,409) (75) (123,764) 239,348 6,937 246,284
Net income / (loss) for the
current period
33,990 33,990 3,189 37,179
Other comprehensive income
(+) / loss (-)
1,718 (18,793) (17,074) (3,651) (20,725)
Total comprehensive income
(+) / loss (-)
33,990 1,718 (18,793) 16,916 (462) 16,454
Capital increase 491 1,903 2,395 2,395
Transactions with non
controlling interests*
216 138 355 115 470
Share based payments 559 559 559
Dividends paid (6,836) (6,836) (407) (7,243)
As per 31 December 2021 54,441 90,213 256,263 (5,690) (75) (142,418) 252,735 6,184 258,919

*Transactions with non-controlling interests relate to the sale of 0.15 % of the outstanding shares of Ege Profil Ticaret ve Sanayi AS while retaining control. The ownership percentage of the Group in Ege Profil Ticaret ve Sanayi AS has subsequently changed from 88.47 % to 88.32 %.

As per 31 December 2022 54,505 90,468 255,672 (2,201) 2,226 (16) (93,538) 307,117 12,504 319,620
Transfer (59) 59 - -
Dividends paid (8,279) (8,279) (1,179) (9,459)
Share based payments 783 783 783
Transactions with non
controlling interests*
984 984 208 1,192
Capital increase 64 255 318 318
Total comprehensive income
(+) / loss (-)
5,980 3,490 2,226 48,880 60,576 7,291 67,867
Other comprehensive income
(+) / loss (-)
3,490 2,226 48,880 54,596 5,670 60,266
Net income / (loss) for the
current period
5,980 5,980 1,621 7,601
As per 31 December 2021 54,441 90,213 256,263 (5,690) (75) (142,418) 252,735 6,184 258,919
(IN € THOUSAND) Issued Capital Share premiums Retained earnings Changes in
remeasurements of post
employment
benefit obligations
Cash flow hedge reserve Treasury shares Currency
translation
adjustments
Total equity
attributable to
shareholders
of the parent
company
Non-controlling
interests
Total

*Transactions with non-controlling interests relate to the sale of 0.41 % of the outstanding shares of Ege Profil Ticaret ve Sanayi AS while retaining control. The ownership percentage of the Group in Ege Profil Ticaret ve Sanayi AS has subsequently changed from 88.32 % to 87.91 %.

Deceuninck consolidated statement of changes in equity

The accompanying notes are an integral part of these consolidated financial statements.

FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER
(IN € THOUSAND)
NOTES 2021 2022
Profit (+) / loss (-) 37,179 7,601
Depreciations and impairments 6,7,9,14 38,553 50,090
Net financial charges 3 14,597 31,029
Income taxes 4 2,503 8,726
Inventory write-off (+ = cost / - = inc) 11 3,262 3,398
Trade AR write-off (+ = cost / - = inc) 12 (1,937) 3,284
Movements in provisions (+ = cost / - = inc) (1,149) 788
Gain / loss on disposal of (in)tang. FA (+ = cost / - = inc) 3 (565) (124)
Share based payment expense 559 783
Gross operating cash flow 93,002 105,575
Decr / (incr) in inventories (69,380) (3,968)
Decr / (incr) in trade AR (41,669) (9,220)
Incr / (decr) in trade AP 78,308 (8,124)
Decr / (incr) in other operating assets/liabilities (2,646) 5,894
Income taxes paid (-) / received (+) 4 (7,585) (10,001)
Cash flow from operating activities 50,030 80,157
Purchases of (in)tangible FA (-) 6,9,14 (43,556) (48,444)
Proceeds from sale of (in)tangible FA (+) 961 614
Cash flow from investment activities (42,596) (47,829)
Capital increase (+) / decrease (-) 2,395 318
Dividends paid (-) / received (+) (7,243) (9,459)
Proceeds from sale of shares of Group companies (+)* 506 1,192
Interest received (+) 2,826 2,034
Interest paid (-) (7,621) (7,709)
Net financial result, excl interest (310) (23,029)
New long-term debts 10,801 115,493
Repayment of long-term debts (21,140) -
New short-term debts 51,644 26,843
Repayment of short-term debts (60,819) (136,213)
Cash flow from financing activities (28,961) (30,529)
Net increase / (decrease) in cash and cash equivalents (21,527) 1,799
Cash and cash equivalents as per beginning of period 13 105,623 72,885
Impact of exchange rate fluctuations (11,211) (15,734)
Cash and cash equivalents as per end of period 13 72,885 58,949

Deceuninck consolidated statement of cash flows

* 2021 cash flow has been restated to reflect the amended classification of Proceeds from sale of shares of Group companies as Cash Flow from Financing Activities instead of Cash Flow from Investment Activities.

The accompanying notes are an integral part of these consolidated financial statements.

1. Significant accounting principles

The consolidated financial statements have been prepared in accordance with the 'International Financial Reporting Standards' (IFRS), as endorsed by the European Union. The consolidated financial statements were authorised by the Board on 28 February 2023. The dividend as included in the financial statements is subject to change as this is subject to approval during the General Meeting of Deceuninck NV, which is scheduled to be held on 25 April 2023.

Basis of presentation

The consolidated financial statements are presented in € thousand, unless noted otherwise. The consolidated financial statements present the financial position on 31 December 2022. They have been prepared prior to the distribution of profits proposed by the parent company at the Annual General Meeting of Shareholders.

The consolidated financial statements of the Group contain comparative information with respect to the previous period.

Please note that numbers in certain tables in the financial statements may not add up due to rounding.

Consolidation principles

The consolidated financial statements include the individual financial statements of Deceuninck NV and its subsidiaries ('the Group').

The Group controls a subsidiary if, and only if, the Group has:

  • Power over the subsidiary (i.e., existing rights that give it the current ability to direct the relevant activities of the subsidiary);
  • Exposure, or rights, to variable returns from its involvement with the subsidiary;
  • The ability to use its power over the subsidiary to affect its returns.

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement(s) with the other vote holders of the investee
  • Rights arising from other contractual arrangements
  • The Group's voting rights and potential voting rights

The acquisition of subsidiaries is accounted for under the acquisition method. The annual reporting date of subsidiaries is identical to that of the parent company, apart from Deceuninck Profiles India Private Limited. For consolidation purposes, the financials over the 12-month period ending 31 December 2022 of Deceuninck Profiles India Private Limited have been used. The same valuation principles apply to their financial statements.

The Group has an interest of 28.77 % in Solardec CV which is fully consolidated, as the company has two directors that are both appointed by Deceuninck NV and

Notes

the Group therefore holds the majority on the Board of the company. Furthermore, the Group has an interest of 48.95 % in Asia Profile Holding Co. Ltd which is fully consolidated as the other shareholder, holding 51.05 % of the shares, has signed a proxy which allows the Group to exercise the voting rights of the remaining 51.05 % of the shares and this allows the Group to decide upon the major operational decisions for the company.

The Group acquired a 50% interest in So Easy Belgium BV. This has been classified as joint venture. The Group's interest in this joint venture is accounted for using the equity method in the consolidated financial statements.

Hyperinflation

As of April 2022, the cumulative inflation rate in Turkey over a three-year period exceeded 100%, thereby triggering the requirement to transition to hyperinflation accounting as prescribed by IAS 29 Financial Reporting in Hyperinflationary Economies as of 1 January 2022.

The main principle in IAS 29 is that the financial statements of an entity that reports in the currency of a hyperinflationary economy must be stated in terms of the measuring unit current at the end of the reporting period. Therefore, the non-monetary assets and liabilities stated at historical cost, the equity and the income statement of subsidiaries operating in hyperinflationary economies are restated for changes in the general purchasing power of the local currency applying a general price index. Monetary items that are already stated at the measuring unit at the end of the reporting period are not restated.

These remeasured accounts are used for conversion into Euro at the period closing exchange rate.

Consequently, the Group has applied hyperinflation accounting for its Turkish subsidiaries for the first time in these consolidated financial statements applying the IAS 29 rules as follows:

  • Hyperinflation accounting was applied as of 1 January 2022;
  • Non-monetary assets and liabilities stated at historical cost (e.g. property plant and equipment, intangible assets, goodwill, etc.) and equity of the Turkish subsidiaries were restated using an inflation index (see table below). The hyperinflation impacts resulting from changes in the general purchasing power until 31 December 2021 were reported in other comprehensive income and the impacts of changes in the general purchasing power from 1 January 2022 are reported through the income statement as Monetary gains (losses);
  • The income statement is adjusted at the end of the reporting period using the change in the general price index and is converted at the closing exchange rate of the period (rather than at monthly average exhange rates as for subsidiaries in non-hyperinflationary economies), thereby restating the year to date income statement account both for inflation index and currency conversion;
  • The prior year income statement and balance sheet of the Turkish subsidiaries were not restated.

Upon application of IAS 29, the Group used the

conversion coefficient derived from the consumer price index (CPI) in Turkey, published by the Turkish Statistical Institute (TURKSTAT). The CPIs and corresponding conversion coefficients for the 18-year period since the Group ceased to apply hyperinflation accounting for its Turkish subsidiaries (i.e. since 1 January 2006), were as follows:

Total currency translation adjustments related to the translation of the Turkish subsidiaries for the 12 month period ended 31 December 2022 amount to € 48,218 thousand and are included in the statement of other comprehensive income. These contain (i) the hyperinflation impacts resulting the restatement of nonmonetary assets and liabilities to the general purchasing power until 31 December 2021 for € 21,821 thousand and (ii) the impact of the difference in evolution between both the inflation index and the devaluation of the TRY compared to EUR for € 26,397 thousand.

The application of IAS 29 had a negative impact on the operating profit (EBIT) of the group for an amount of € 3,179 thousand for the 12 month period ended 31 December 2022. The monetary loss amounts to € 16,963 thousand and relates to the loss on the net monetary position that is derived as the difference resulting from the restatement of non-monetary items of the financial positions and offsetting of the inflation restatement of profit or loss items. The total negative impact on net result amounts to € 20,391 thousand of which € 17,926 thousand is attributable to shareholders of the parent company and € 2,465 thousand to non-controlling interests.

Use of estimates and assumptions

In order to produce the annual financial statements in accordance with the IFRS standards, management has to use a number of estimates and assumptions that have an impact on the amounts disclosed in the financial statements. The estimates made on the reporting date reflect the existing conditions on this date, such as market prices, interest rates and foreign exchange rates.

As at 31 December Index Conversion coefficient
2005 100,00 9,20
2006 109,65 8,39
2007 118,85 7,74
2008 130,81 7,03
2009 139,35 6,60
2010 148,27 6,21
2011 163,76 5,62
2012 173,85 5,29
2013 186,72 4,93
2014 201,97 4,56
2015 219,76 4,19
2016 238,52 3,86
2017 266,95 3,45
2018 321,14 2,86
2019 359,15 2,56
2020 411,59 2,24
2021 560,09 1,64
2022 920,01 1,00

Even though management makes these assumptions and estimates based on its best possible knowledge of current business transactions, and of the transactions the Group may undertake, the actual results can vary in relation to these estimates.

USE OF ASSUMPTIONS

In accordance with the Group's accounting principles, the following assumption has been made:

Provision for early retirement

The Company considers it has a constructive obligation in Belgium in relation to the early retirement plan and the relating collective labour agreement because it will be renewed on an ongoing basis. For this reason, the Group is accounting for this plan as a post-employment defined benefit plan.

Restructuring provisions

surrounding these estimates relate to:

on an annual basis by means of an impairment test. This test requires an estimate of the value in use of cashgenerating units, to which the goodwill is allocated. The estimation of the value in use requires an estimate of expected future cash flows of the cash-generating units and the choice of an appropriate discount rate in order to determine the present value of these cash flows. For more details on this subject, please see Note 7.

The Group recognizes provisions for restructuring programs when the criteria for recognition under IAS 37 are met. Provision amounts are determined based on individual payroll data and assumptions of the number of employees and workers that will leave the Group. USE OF ESTIMATES The most important estimates that are likely to have a significant influence on the net carrying value of assets and liabilities for the coming year due to the uncertainty Employee benefits – Share-based payments The Group values the cost of the stock option plans granted to employees on the basis of the fair value of the instruments, on the date they are granted. The estimation of the fair value of compensations in shares requires an adapted valuation model, which depends on the condition under which the grant is made. The valuation model also requires adapted input data, such as the expected life of the option, the volatility of the share price and the dividend yield. The assumptions and the valuation model used for the estimation of the actual value of compensations in shares are explained in Note 21.

Employee benefits – Post-employment benefit plans The costs of the granted pension schemes and the current value of the pension obligations are determined on the basis of an actuarial calculation. The actuarial calculation uses assumptions with regard to the discount rate, future increases in compensation, mortality tables and future increases in pensions. All the assumptions are reassessed on the reporting date. Further details with regard to these assumptions are disclosed in Note 16.

Impairment of goodwill Goodwill relating to business combinations is assessed Deferred tax assets related to tax losses carry forward are only recognized if it is probable that sufficient

Deferred tax assets

taxable profits will be generated in the future. Significant estimates are required from management in order to determine the amount of the deferred tax assets, based on the time period and the level of future taxable profits. More details on this subject are provided in section Income Taxes and in Note 4.

Loss allowance

In estimating the loss allowance the Group makes significant estimates by assessing the amount of the expected cash flow that it will recuperate which included, for example, credit insurance limits and guarantees received. Detailed guidance on the effective credit loss model for trade receivables is included in the accounting policies under section Financial instruments - Trade receivables.

Foreign currencies

The Group applies a monthly average exchange rate to convert the income statements of the subsidiaries outside the Eurozone, except for economies reporting under Hyperinflation, which use the closing exchange rate of the period as prescribed under IAS 29.

Foreign currencies

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in foreign currencies are accounted for using the end of month exchange rate (exchange rate on the last working day of the preceding month) or the exchange rate on the date the transaction occurs or a periodic monthly average exchange rate, which approximates the exchange rates applicable on the transaction date. Monetary assets and liabilities in foreign currencies are converted using the exchange rate on the balance sheet date. All profits and losses resulting from conversion of monetary assets and liabilities in foreign currencies into the local currency of the entity are recognized in the consolidated income statement as Foreign exchange gains / (losses). Non-monetary assets and liabilities are converted into the local currency of the entity using the historic exchange rate.

TRANSLATION OF FOREIGN CURRENCIES

The Group's reporting currency is the euro. Assets and liabilities from subsidiaries outside the Eurozone are converted to euro on balance sheet date, using the exchange rates applicable on that date. The income statements of these subsidiaries are converted into euro at a periodic monthly average exchange rate, which approximates the exchange rates applicable on the transaction date. For the translation of entities reporting under IAS 29 hyperinflation, we refer to the section "hyperinflation". The components of equity are converted at their historic exchange rate.

Exchange rate differences, caused by the conversion of equity into euro at the closing rate applicable on the balance sheet date, are disclosed as 'currency translation adjustments' under the heading 'Equity'.

Exchange rate differences resulting from the translation of foreign currency intra-group current accounts, loans or trade receivables and payables are recognized in the consolidated income statement as Foreign exchange gains / (losses). Exception to this accounting treatment is when the intra-group loans are considered as part of an entity's net investment in a foreign operation. Then the exchange difference is recognized in other comprehensive income and accumulated in a separate component of equity until the disposal of the foreign operation.

EXCHANGE RATES

The following exchange rates were used when preparing the financial statements:

Intangible fixed assets other than goodwill

PATENTS AND LICENSES

Expenditure for acquired patents and licenses are capitalized at their cost price and are subsequently amortized over their estimated useful life using the straight-line method, or over the term of the contract, if this should be shorter. The useful life is usually estimated at 3 years.

TRADE NAMES

Trade names acquired as part of a business combination are measured at fair value at acquisition-date. The subsequent measurement depends on whether the Group assessed the useful lives of the trade names as indefinite or finite. Trade names with indefinite useful lives are not amortised but are tested for impairment annually and when there is an indication that the asset may be impaired. The Group believes that the most acquired and used trade names have indefinite useful lives because they contribute directly to the Group's cash flows as a result of recognition by the customer of these trade names' characteristics in the marketplace. Furthermore, these brands serve as the base brands in Turkey, included in the 'Turkey & Emerging markets' segment, and this is also defined as their cash-generating unit.

RESEARCH AND DEVELOPMENT

Research expenditure, incurred with the purpose of acquiring new scientific or technological knowledge, is included in the income statement. The cost of development activities, for which the results are applied in a plan or a design for the production of new or substantially improved products and processes, are capitalized if and only if all the criteria defined in IAS 38 are met. Such capitalized costs include directly attributable costs of creating, producing or making ready for use assets (such as raw materials and direct labour costs) less the accumulated amortization and impairment. The incurred and capitalized costs are allocated to the relevant asset classes by means of a transfer as from the moment that the asset is available for use.

SUBSEQUENT EXPENDITURES

Expenditures relating to intangible fixed assets, subsequent to their purchase or completion are only capitalized if they increase the future economic benefits specific to the asset they relate to. All other expenditures are considered as costs.

1 EUR is
equal to
Closing
rate
Closing
rate
Average
rate
Average
rate
2021 2022 2021 2022
AUD 1.5615 1.5693 1.5745 1.5159
BAM 1.9558 1.9558 1.9558 1.9558
BGN 1.9558 1.9558 1.9558 1.9558
BRL 6.3101 5.6386 6.3749 5.4254
CLP 964.4132 916.9265 895.2084 917.3120
COP 4,508.5663 5,130.8363 4,423.3108 4,452.6902
CZK 24.8580 24.1160 25.6434 24.5574
GBP 0.8403 0.8869 0.8598 0.8524
HRK 7.5156 7.5345 7.5290 7.5349
INR 84.2290 88.1710 87.4636 82.6669
LTL 3.4528 3.4528 3.4528 3.4528
MXN 23.1438 20.8560 23.9843 21.1372
PLN 4.5969 4.6808 4.5636 4.6826
RON 4.9490 4.9495 4.9208 4.9316
RSD 117.5820 117.2910 117.5705 117.4545
RUB 84.0696 75.6556 87.1393 69.7231
SEK 10.2503 11.1218 10.1444 10.6228
THB 37.6530 36.8350 37.8003 36.8533
TRY 15.0867 19.9349 10.2391 -
UAH 30.9226 38.9510 32.1978 34.2067
USD 1.1326 1.0666 1.1829 1.0518
rears
rears
rears
rears
rears
rears
rears
ears
rears
ears
rears

Bargain Purchase

If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in the income statement.

Tangible fixed assets

Tangible fixed assets are measured at historic cost price, less accumulated depreciation and impairment. Historic cost is the initial purchase price plus any other directly attributable acquisition costs (such as non-recoverable taxes and transportation costs). The cost price of fixed assets produced by the company itself (such as tool sets) includes the cost price of materials, direct labour costs and a proportion of production related overhead costs. Subsequent expenditure is only capitalized, if it increases the future economic benefits of the fixed assets it relates to. Repair and maintenance costs, which do not increase future economic benefits, are expensed as incurred.

The expected economic useful life is determined as follows:

Depreciation is calculated using the straight-line method, starting from the first date of use over the entire duration of their expected useful life.

Land, which is deemed to have an infinite useful life, is not depreciated.

Assets classified as held for sale

Assets classified as held for sale relate to assets or groups of assets that are available for immediate sale in its present condition and the sale is highly probable. These assets are valued at the lower of carrying value or fair value less costs to sell.

Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. Assets and liabilities classified as held for sale are

presented separately as current items in the consolidated balance sheet.

The same valuation principle applies for business units held for sale.

Investment in joint ventures

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries. The Group's investment in its joint venture are accounted for using the equity method.

Under the equity method, the investment in a joint venture is initially recognized at cost, which includes acquisition related expenses. The carrying amount of the investment is adjusted to recognize changes in the Group's share of net assets of the joint venture since the acquisition date.

Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment separately. For determining the goodwill, the Group elected to apply a 12-month measurement period similar to business combinations in case it is unable to finalise the process in the year of acquisition. The statement of profit or loss reflects the Group's share

Assets
Buildings 40 years
Building fixtures and furniture 10-20 years
External infrastructure 20-40 years
Machinery and equipment 8-20 years
Small equipment 5 years
Screws and cylinders 2 - 6 years
Dies and calibrators (tool sets) 5 years
Installations 10-25 years
Office equipment 4-10 years
Logistics equipment 8 years
Furniture 10 years
Vehicles 4-5 years

Business combinations

The Group applies the purchase method of accounting to account for acquisitions of businesses. The cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred and equity instruments issued. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date.

The determination of the fair values of the acquired identifiable assets and assumed liabilities is based on various assumptions requiring management judgment. Acquisition-related costs are expensed as incurred.

Goodwill

Goodwill is the positive difference between the cost of the business combination and the share of the Group in the fair value of the acquired identifiable net assets of a subsidiary or associated company at the moment of acquisition. Goodwill is not amortized, but is subject to an annual impairment test. Goodwill is expressed in the functional currency of the acquired company and is converted into euro at the closing exchange rate on the balance sheet date except for the goodwill relating to EgePen (amount: € 9.3 million) which is denominated in EUR despite being a Turkish subsidiary. The entity was acquired in 2000. Deceuninck first adopted IFRS in 2002 when the standards allowed an option (IAS 21.33.b, IAS 21 version effective as from 1 January 1995) to consider goodwill as assets of the reporting entity and consider it as non-monetary foreign currency item which is reported using the exchange rate at the date of the transaction.

of the results of the joint venture. Any change in OCI of the joint ventures is presented as part of the Group's OCI. In addition, when there has been a change recognized directly in the equity of the joint venture, the Group recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.

As the joint venture is considered as an integral vehicle through which the Group conducts its operations and its strategy, the aggregate of the Group's share of profit or loss of a joint venture is shown on the face of the statement of profit or loss inside operating profit and represents profit or loss after tax and noncontrolling interests in the joint venture. Considering the relevant considerations that there are no contractual or constructive obligations covering for unlimited losses, the recognition of the Group's share of the results of the joint venture is limited to the extent of original recognized amount of the investment. All subsequent Group's shares of the profits are not recognized by the Group until the historically non-recognized Group's share of the results of the joint venture are covered.

The financial statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group.

After application of the equity method, the Group determines whether it is necessary to recognize an impairment loss on its investment in its joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and it carrying value, and then recognizes the loss within 'Share of the result of a joint venture' in the consolidated income statement.

Upon loss of the joint control over the joint venture, the Group measures and recognizes any retained investment at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.

Leasing

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated

depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of rightof use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The Group elected to present the right-of-use assets as a separate asset classes of the Tangible fixed assets and provide the relevant disclosures in the notes.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment.

ii) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group presents the lease liabilities on the line items current and non-current interest-bearing loans.

iii)The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the lease term.

e
s and
n
in a
oup
ly
case
oss,
ain a
oup
the

iv) General lease terms and Subleases

The Group has lease contracts for various items of buildings, vehicles, machines and other equipment used in its operations. Leases of buildings and machinery generally have lease terms between 2 and 5 years and a contract with a term of 10 years, while motor vehicles and other equipment generally have lease terms between 2 and 4 years. The Group's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Group is restricted from assigning and subleasing the leased assets and some contracts require the Group to maintain certain financial ratios.

v) Extension and termination options

The Group has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Group's business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.

Most of the extension and termination options are related to lease contracts for cars and have a limited value due to the shorter lease periods, lower lease payments and due to the fact that the Group generally replaces the ending contract with a new asset.

Financial instruments

CRITERIA RELATING TO THE INITIAL RECOGNITION OR DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES

Financial instruments are recognized initially when the Group becomes party to the contractual provisions of the instrument. Purchases and sales of financial assets are recognized on the settlement date. Financial assets (or parts thereof) are derecognized, when the Group's rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset or has retained the right to receive the cash flows but assumed to pay those cash flows in a pass-through arrangement to another recipient. Financial liabilities (or parts thereof) are derecognized, if the obligation stipulated in the contract is withdrawn, cancelled or expired.

CRITERIA FOR OFFSETTING FINANCIAL ASSETS AND LIABILITIES

A financial asset and a financial liability are offset and the net amount is presented on the balance sheet, if there is a legally enforceable right to offset the recognized amounts, and if there is an intention to settle the liability and simultaneously realize the asset or to settle the liability on a net basis.

CRITERIA FOR CLASSIFYING FINANCIAL ASSETS

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost (AC), fair value through other comprehensive income (FVOCI), and fair value through profit or loss (FVPL). The classification

of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.

In order for a financial asset to be classified and measured at AC or FVOCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Group's business model for managing financial assets refers to how it selling the financial assets, or both.

Financial fixed assets

financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.

Financial assets valued at fair value through the income statement

manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, The Group presents under this caption the equity instruments for which it has elected to present the change in fair value through other comprehensive income. The election to classify equity instruments into this category is made on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as financial income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the Trade receivables meet the condition of AC classification if they are carried at their nominal value and are subject to impairment. The Group recognizes an allowance for expected credit losses (ECLs). ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. For trade receivables, the Group applies a simplified approach in calculating ECLs based on lifetime expected credit losses. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical observed default rates, adjusted for forward looking factors specific to the debtors and the economic environment reflecting the customers' abilities to pay (based on geographical region, type of

Financial assets valued at fair value through the income statement consist of financial assets that are held for trading purposes or financial assets that are initially recognized at fair value through the income statement. Financial assets held for trading purposes are those acquired with the objective of selling them in a short-term notice. This category also contains derivative financial instruments, which do not fulfil the criteria of IFRS 9 for 'hedge accounting'. Unrealized profits or losses, resulting from the changes in the fair value of financial assets held for trading, are directly booked in the income statement.

Trade receivables

customer, delinquency status, credit insurance, other guarantees...). In addition to this general approach, the Group includes individually managed exposures on a case by case basis if not covered by the ECL model, also reflecting additional risk factors into the ECL model if not yet included

Other receivables

Checks received from Turkish customers as advance payments which can be discounted or used for payments without any preconditions are presented as other receivables and other liabilities as from the moment they are received from a customer and can be used for other purposes.

Cash and cash equivalents

Cash and cash equivalents consist mainly of cash in hand, short-term deposits and short-term investments (maturing within three months after their acquisition date) which are readily convertible into cash and which are subject to a limited risk of changes in value. Within the cash flow statement, cash and cash equivalents include bank balances (current and deposit accounts). Any negative cash position is presented as short-term debts with financial institutions ('bank overdrafts').

Interest bearing loans

Interest-bearing loans are initially valued at the fair value of the amounts received minus any costs related to the transaction. After the initial recognition interestbearing financial debts are valued at their amortized cost. The difference between the amortized cost and the repayment value is expensed over the duration of the loan based on the effective interest rate method or until the debt is no longer held.

DERIVATIVE FINANCIAL INSTRUMENTS

The Group uses derivative financial instruments (FX forward contracts and interest rate swaps) in order to limit the risks associated with exchange rate and interest fluctuations. The Group's policy prohibits the use of these instruments for speculative purposes.

Derivative financial instruments are classified as either 'fair value' hedges, if these instruments hedge changes in the fair value of recognized assets and liabilities, or as 'cash flow' hedges, if they cover cash flow variations associated with a specific risk in relation to a recognized asset or liability or an expected highly probable transaction. For 'fair value' hedges, profits or losses resulting from the revaluation of 'fair value' hedging instruments are directly recorded through the income statement. Gains or losses on the hedged position lead to an adjustment of the book value of the hedged position and should be recorded through the income statement. If the adjustment is associated with the book value of an interest-bearing financial debt, it is amortized through profit or loss until it is entirely amortized upon maturity.

When derivative financial instruments are identified as cash flow hedges, the effective portion of the change in fair value is recognized in other comprehensive income. The gain or loss on the ineffective portion is immediately recognized in the income statement.

Financial instruments, not meeting the special requirements for recognition as a hedging transaction, are valued at their fair value, and any profit or loss resulting from a change in the fair value of the instrument is directly recognized in the income statement.

Inventories

Inventories are valued at the lower of cost price or net realizable value. The net realizable value is defined as the estimated selling price under normal operating conditions net of any estimated costs for handling and selling the product. Costs incurred in bringing each product to its current location and conditions are recorded as follows:

  • Raw materials and consumables purchase price, based on the FIFO principle;
  • Finished goods and work in process direct material and labour costs, plus a part of the general production costs, based on normal production capacity and on the FIFO principle;
  • Trade goods purchase price, based on the FIFO principle.

Treasury shares

The amount paid, including any directly attributable expenses, for treasury shares acquired by the company is deducted from equity.

Impairments

The Group's assets, excluding inventories and deferred tax assets, are assessed for impairment indicators at each balance sheet date except for goodwill and intangible assets with indefinite useful lives for which impairment is mandatory on annual basis. If impairment indicators are present, the recoverable amount of the asset is estimated. An impairment is recognized, if the carrying value of an asset, or that of the cash-generating unit to which it belongs, is higher than its recoverable amount.

Impairments are recorded in the income statement.

The recoverable amount of other than financial assets is the higher of their fair value less cost to sell or its value in use of the corresponding assets. In order to determine the value in use, the net present value of expected future cash flows is calculated using a pre-tax discount rate, which reflects both current market rates and the asset's specific inherent risks. When an asset does not generate cash flows, that are largely independent of the other assets, the recoverable amount of the cash-generating unit to which this asset belongs, is determined.

Impairments relating to goodwill are not reversed. Impairments of other assets are reversed, if a change takes place in the estimates used to determine the recoverable amount. An increase in the carrying value of an asset, resulting from the reversal of an impairment, cannot be higher than the carrying value (after depreciation) that would have been obtained, if no impairments had been recorded for this asset in previous years.

Provisions

Provisions are accounted for whenever the Group has to settle a legal or constructive obligation resulting from a past event, when it is probable that a cash outflow will be required to settle these obligations, and to the extent that these can be reliably estimated.

When the Group expects that all or part of the expenditure, which is required to settle legal obligations, will be reimbursed by another party, the amount to be reimbursed will only be recognized as an asset if it is

virtually certain that they will be effectively collected. A warranty provision is established for all products under warranty, based on historical data relating to repairs and returns of goods.

Employee benefits

PENSIONS

The Group participates primarily in defined contribution plans, and has defined benefit plans in Belgium, Germany and Turkey. The funds of these plans consist of employer and employee contributions. The Group treats the employer and employee contributions for the defined contribution plans as expenses for the year in which they were made, except for Belgian defined contribution plans: these plans are legally subject to minimum guaranteed returns in Belgium. Due to these guaranteed minimum returns, all Belgian defined contribution plans are accounted for as defined benefit plans under IFRS. In Belgium, the Group also accounts for its early retirement plan and the provision covers the employees for which there exists a plan and expected employees to retire by an early retirement scheme the next coming four years based on the collective labor agreement. For defined benefit plans, the pension obligation is estimated by using the projected unit credit method. Remeasurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognized immediately in the consolidated balance sheet with a corresponding debet or credit through other comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

  • the date of the plan amendment or curtailment, and
  • the date that the Group recognises restructuringrelated costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognizes the service costs, comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements, in the financial statement lines in the Consolidated Income Statement based on the function and activities of the related personnel. If the related personnel are no longer active within the Group, the cost is recognized in the section Other under Other operating costs. Net interest expense or income is included in the Consolidated Income Statement as financial result.

Where applicable, the current service cost is considered for the inventory valuation.

SHARE-BASED PAYMENTS

Various stock option, subscription right programs and performance share plans enable the staff members, senior management members and members of the Executive Team Group and Executive Team Regions to acquire company shares. The exercise price for options or warrants is equal to the lowest of (i) the average price of the share on the stock exchange during the 30-day period preceding the offer, and (ii) the latest closing price preceding the day of the offer. When such plans are exercised they are exchanged for own shares or capital is increased by the amounts received or the exercise

price. The cost of share-based payment transactions is valued at fair value on the grant date. The fair value is determined by an expert, using a binominal tree structure. The cost of share-based payment transactions and at the same time as the corresponding increase in equity, is recognized over the vesting period.

If the conditions of equity-settled share-based payment transactions are modified, the minimal cost equals the cost as if the conditions had not been changed. An additional cost is recognized for any modification which increases the fair value of share-based payment transaction or includes a benefit for the employee as of the date of modification (IFRS 2.28).

When a share-based payment is cancelled, this is considered as a compensation that was granted on the date of cancellation and the relating unamortized cost is immediately recognized. However, if a new share-based payment is granted as a replacement for the cancelled compensation and if this is recorded as a replacement compensation on the grant date, then the cancelled and the new compensations are treated as a modification of the original share-based payment transaction, as described in the preceding paragraph.

BONUSES

Sales

The Group adopted IFRS 15 using the modified retrospective method of adoption. The Group is in the business of delivering window and door systems, building products and other goods to customers. As part of its commercial relationship, the Group typically grants payment term between 15-120 days but offers under certain conditions discounts for prompt payment. The payment terms differ substantially between the regions in which the Group operates.

SALE OF GOODS

Contractual bonuses are granted based on planned key financial objectives and personal performances. The estimated amount of the bonus is recognized as a cost, based on an estimate as of the balance sheet date. The consideration paid or payable is accounted for as a reduction of revenue for the amount in excess of the fair value of the distinct good or service received from the customer.

The Group's contracts with customers for the sale of goods include one performance obligation. The Group has concluded that revenue from sale of goods should be recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the product.

(i) Consideration paid

The consideration paid or payable by the Group represents incentives given by the entity to attract the customer to purchase, or continue purchasing, its goods or services. This may include considerations paid to customers to compensate for investments made to adjust IT systems or production processes to be able to use our products in their production facilities.

The recognition of the reduction of revenue is done when (or as) the later of either of the following events occurs:

  • Recognition of revenue for the transfer for the related goods or services
  • Payment or promise to pay the consideration (even if the payment is conditional on a future event)

A diversity in practice exists today for this area. The Transition Resource Group for Revenue Recognition has issued a staff paper of the FASB on this topic: Payments to Customer. There is no consensus reached by the Task Force on this issue, consequently no explicit GAAP exists for the accounting for upfront payments to customers today. Accordingly, companies should evaluate the facts and circumstances of the nature of the payment and apply professional judgement to determine the accounting method.

When the contract does not include contractual committed future volumes and there are no signed sales orders at the time the payment is made, we conclude that there is no current revenue contract with the customer at the moment of the payment, consequently the entire upfront payment will be recognized in the income statement when the payment is made.

  • ii) Cash discounts given and received The Group recognizes the cash discounts given to customers as a deduction on revenue. Similarly,
  • the cash discounts received from the suppliers are deducted from the costs.
  • iii) Warranty obligations

The Group typically provides warranties for general repairs of defects that existed at the time of sale.

These assurance-type warranties are accounted for as warranty provisions as they do not represent a separate performance obligation of the Group.

Government grants

Government grants are recognized at their fair value, when there is reasonable assurance that they will be received and that the Group will fulfil all of the conditions attached to them. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that is intended to compensate. Where the grant relates to an asset, it is recognized as deferred income.

Income taxes

Income taxes include current and deferred taxes. Taxes are recognized in the income statement, unless they are associated with items that are booked immediately to equity or other comprehensive income. In that case, the corresponding tax is recognized directly against equity or other comprehensive income. Current taxes include the expected amount payable on taxable earnings for the period, along with adjustments of fiscal liabilities for previous years. A taxable earnings calculation for the year is based on the tax rates applicable on the reporting date. Deferred taxes are calculated in accordance with the liability method, for all temporary differences between the tax base of assets and liabilities and their carrying amount for financial reporting purposes. The calculation is based on rates of taxation for which the legislative process has been considered as enacted or substantively enacted on the reporting date. Under this method, the Group also has to calculate deferred taxes on the difference between the fair value of the net

Financial income/charges

Interest income includes interest earned on bank deposits or received from customers as compensation for extended payment terms, and interest charges include interest due on loans contracted by the Group. Recorded interest is based on the 'effective interest' method.

assets acquired and their tax base as a result of a new acquisition. Deferred tax assets are only recognized if it is probable that sufficient (i) taxable profits will be generated in the future in order to use the tax benefit or the tax losses or (ii) taxable temporary difference will be available to use those deferred tax assets. Two elements are considered to assess the likelihood of future taxable profits: 1. the profitability in the past, at least two consecutive years of profitability is needed and 2. The expected profitability of the next five years according to the detailed budget of next year and the higher-level business plan of the following four years. The recoverability of deferred income tax assets on tax losses carried forward and other tax credits is assessed including a prudency factor reflecting forecast uncertainties. The carrying amount of a deferred tax asset is reduced, when it becomes unlikely that the relating tax benefit will be realized Monetary gains/losses relate to the gain or loss on the net monetary position that is derived as the difference resulting from the restatement of non-monetary items of the financial positions and offsetting of the inflation restatement of profit or loss items after application of IAS29 Hyperinflation for the Turkish subsidiaries of the Group. Earnings per share (EPS) EPS (non-diluted) are the non-diluted earnings per share and is defined as Earnings attributable to ordinary shareholders over the weighted average number of ordinary shares. EPS (diluted) are the diluted earnings per share and is over the sum of weighted average number of ordinary

Costs related to derecognition of accounts receivable consist of incurred factoring fees.

Other financial income (costs) include recorded gains or losses due to a revaluation of the fair value of financial derivatives, which are considered as 'fair value' hedging instruments if the hedged risks are of a financial nature, or if financial instruments do not meet the special 'hedge accounting' requirements.

defined as Earnings attributable to ordinary shareholders shares and the weighted average number of ordinary shares which would be issued upon conversion into ordinary shares of all exercisable warrants leading to dilution.

Non-GAAP measures

The following alternative performance measures (non-IFRS) have been used as management believes that they are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. The alternative performance measures may not be comparable to similarly titled measures of other companies, have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results, our performance or our liquidity under IFRS.

EBITDA is defined as operating profit / (loss) adjusted for depreciations / amortizations and impairment of fixed assets.

Adjusted EBITDA is defined as operating profit / (loss) adjusted for (i) depreciations / amortizations and impairment of fixed assets, (ii) integration & restructuring expenses, (iii) gains & losses on disposal of consolidated entities, (iv) gains & losses on asset disposals, (v) impairment of goodwill and impairment of assets resulting from goodwill allocation.

EBIT is defined as Earnings before interest and taxes (= operational result).

EBT is defined as Earnings before taxes.

Net debt is defined as the sum of interest-bearing borrowings current and non-current minus cash and cash equivalents.

Working capital is calculated as the sum of trade receivables and inventories minus trade payables.

Capital employed (CE) is defined as the sum of noncurrent assets and working capital.

Leverage is defined as the ratio of Net debt to Adjusted EBITDA.

Changes in accounting policies and disclosures

The entity applied the same IFRSs as those adopted in the previous years, except for the new IFRSs and interpretations the entity adopted as of 1st January 2022, and apart from IAS 29 (Hyperinflation accounting), which took effect as of 2022 for the Group's Turkish subsidiaries, as the cumulative inflation rates over a threeyear period exceeded 100% as of April 2022 in Turkey.

New and amended standards and interpretations

The following amendments to standards are mandatory for the first time for the financial year beginning 1 January 2022 and have been endorsed by the European Union, but do not have a significant impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

  • Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements
  • Amendment to IFRS 16 Leases Covid 19-Related Rent Concessions beyond 30 June 2021

The following standard is mandatory since the financial year beginning 1 January 2016 (however not yet subjected to EU endorsement). The European Commission has decided not to launch the endorsement process of this

interim standard but to wait for the final standard: • IFRS 14, 'Regulatory deferral accounts', effective 1 January 2016

The following new amendments have been issued, are not mandatory for the first time for the financial year beginning 1 January 2022 but have been endorsed by the European Union:

-

-

  • IFRS 17 'Insurance contracts'
  • Amendments to IAS 1 Presentation of Financial State ments and IFRS Practice Statement 2: Disclosure of Accounting policies
  • Amendments to IAS 8 Accounting policies, Chang es in Accounting Estimates and Errors: Definition of Accounting Estimates
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information

Standards issued, but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards and interpretations, if applicable, when they become effective.

  • Amendments to IAS 1 'Presentation of Financial Statements: Classification of Liabilities as current or non-current', effective 01/01/2024
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback, effective 1 January 2024

2. Segment information

An operating segment is a separate component of the Group (a) that engages in business activities from which it may earn revenues and incur expenses, (b) for which discrete financial information is available and (c) its results are regularly reviewed by the Chief Operating Decision Maker (CODM) in order to decide how to allocate resources and in assessing performance.

Three segments have been defined based on the location of legal entities. They include the following entities:

    1. Europe: Benelux, Bosnia, Bulgaria, Croatia, Czech Republic, France, Italy, Germany, Poland, Romania, Russia, Slovakia, Spain and the United Kingdom;
    1. North America: Canada & the United States;
    1. Turkey & Emerging Markets: Australia, Brazil, Chile, Colombia, India, Mexico, Thailand and Turkey.

There are no segments aggregated in order to establish the above segments. Transfer prices between the operational segments are based on an 'at arm's length basis' equal to transactions with third parties.

The accounting policies for the operational segments are equal to these of the consolidated financial statements.

The Group identified the Executive Management as its Chief Operating Decision Maker ("CODM"). The segments have been defined based on the information provided to the Executive Management.

The Executive Management monitors the performance of its operational segments based on sales and adjusted EBITDA per segment and make decisions about resource allocation on this geographical segmentation basis.

Segment information provided to the CODM includes the results, assets and liabilities that can be attributed directly to those segments, as stated in tables further below.

NORTH AMERICA Canada and the United States

EUROPE

Benelux, Bosnia, Bulgaria, Croatia, Czech Republic, France, Germany, Italy, Poland, Romania, Russia, Slovakia, Spain and the United Kingdom

TURKEY

& EMERGING MARKETS Australia, Brazil, Chile, Colombia, India, Mexico, Thailand and Turkey

RU TR MX BR CL CO IT BG BLX FR ES PL SK CZ DE RO US WEST BIH HR

UK

US EAST

FOR THE 12 MONTH PERIOD
ENDED 31 DECEMBER
(IN € THOUSAND)
Europe North-America Turkey & Emerging
Markets
Intersegment Eliminations Consolidated
2021 2022 2021 2022 2021 2022 2021 2022 2021 2022
External Sales 411,396 458,232 183,160 224,095 243,542 291,778 - - 838,097 974,104
Intercompany Sales 4,763 3,021 1,729 746 17,647 19,776 (24,137) (23,543) 2 -
Total sales* 416,159 461,253 184,889 224,840 261,189 311,553 (24,137) (23,543) 838,099 974,104
EBITDA 34,931 22,789 10,919 20,366 47,613 54,988 (631) (815) 92,832 97,328
Adjusted EBITDA 39,838 27,735 10,919 20,366 47,613 54,988 (631) (815) 97,739 102,274
Adj EBITDA items (4,907) (4,945) - - - - - - (4,907) (4,945)
Financial Result (1,267) 3,657 (1,189) (2,916) (8,828) (22,993) (3,313) (8,659) (14,597) (30,911)
Taxes - Current & Deferred 4,360 2,657 724 (1,281) (7,611) (10,188) 24 86 (2,503) (8,726)
Depreciations and Impairments 21,225 29,215 11,494 11,527 6,381 9,834 (547) (487) 38,553 50,090
Capital expenditures (Capex) (15,691) (25,120) (10,549) (10,788) (18,220) (13,414) 903 879 (43,556) (48,444)

Reconciliation of total segment assets and total Group assets:

The difference between the adjusted EBITDA and EBITDA of € 4.9 million includes the following non-recurring Reconciliation of total segment liabilities and total Group liabilities: income and expenses as recognized in other operating result:

• Costs related to the one-off product platform migration € (4.9) million in Europe.

* Out of which € 120.3 relating to Belgium

* Out of which € 173.6 relating to Belgium

(IN € THOUSAND) Consolidated
31 DEC 2021 31 DEC 2022
Europe* 314,433 313,681
North America 109,656 116,483
Turkey & Emerging Markets 191,330 232,437
Intersegment assets 615,419 662,602
Cash and cash equivalents 72,885 58,949
Intersegment eliminations (13,214) (11,952)
Total Group Assets 675,089 709,598
(IN € THOUSAND)
Consolidated
31 DEC 2021 31 DEC 2022
Europe 109,509 99,937
North America 41,002 31,946
Turkey & Emerging Markets 149,149 133,517
Intersegment liabilities 299,660 265,399
Equity including non-controlling interests 258,919 319,621
Long-term interest-bearing loans 13,002 130,748
Other long-term liabilities 580 580
Current portion of interest bearing loans 119,149 6,766
Intersegment eliminations (16,223) (13,516)
Total group liabilities 675,089 709,598
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2021 Europe North-America Turkey & Emerging
Markets
Consolidated
(IN € THOUSAND) % (IN € THOUSAND) % (IN € THOUSAND) % (IN € THOUSAND) %
Window & Doors 343,598 83.5% 183,160 100.0% 233,605 95.9% 759,902 90.7%
Outdoor Living 37,437 9.1% - 0.0% 97 0.0% 37,798 4.5%
Home protection 30,361 7.4% - 0.0% 9,839 4.0% 40,396 4.8%
Total 411,396 100.0% 183,159 100.0% 243,542 100.0% 838,097 100.0%
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2022 Europe North-America Turkey & Emerging
Markets
Consolidated
(IN € THOUSAND) % (IN € THOUSAND) % (IN € THOUSAND) % (IN € THOUSAND) %
Window & Doors 387,510 84.6% 224,095 100.0% 279,974 96.0% 891,578 91.5%
Outdoor Living 36,211 7.9% - 0.0% 74 0.0% 36,285 3.7%
Home protection 34,511 7.5% - 0.0% 11,729 4.0% 46,241 4.7%
Total 458,232 100.0% 224,095 100.0% 291,778 100.0% 974,104 100.0%

External sales by product group is presented in the table below (in EUR and in %):

There is no significant concentration of sales (>10%) with one or a limited number of customers.

3. Revenues and expenses

For a high-level analysis of revenue and costs we refer to the section "2022 results" at the start of these financial statements.

The increase in operating costs compared to 2021 is mainly driven by higher energy costs, transport costs, maintenance costs, travel costs and an increase of allowances on doubtful debtors & inventory.

The increase of the payroll costs is mainly explained by an increase in gross salaries in combination with an increase of the number of FTE's.

INCOME STATEMENT BY NATURE (IN € THOUSAND) 2021 2022
Sales 838,099 974,104
Material costs (456,745) (539,936)
Operating costs (132,354) (158,955)
Personnel costs (160,399) (180,035)
Depreciation on (in)tangible fixed assets (37,428) (41,802)
Other net operating result 3,106 (6,137)
Share of the result of a joint venture - -
Operating profit (EBIT) 54,278 47,239
Costs related to the derecognition of accounts receivable (3,545) (1,648)
Interest income (expense) (4,862) (5,056)
Foreign exchange gains (losses) (5,744) (5,564)
Other financial income (expense) (446) (1,679)
Monetary gains (losses) - (16,963)
Profit / (loss) before taxes (EBT) 39,682 16,328
Income taxes (2,503) (8,726)
Net profit / (loss) 37,179 7,601
OPERATING COSTS (IN € THOUSAND) 2021 2022
Transport (44,722) (51,508)
Maintenance (20,576) (23,026)
Services (22,277) (20,495)
Energy (16,529) (26,731)
Rent (2,155) (3,171)
Communication (12,400) (10,955)
Local taxes and fines (4,442) (4,581)
Travel (2,807) (5,041)
Marketing and sales support (1,112) (2,131)
Insurance (2,565) (2,757)
Loss on the realization of trade debtors (878) (279)
(Increase) / decrease of allowances on doubtful debtors & inventory (1,323) (6,819)
Other (566) (1,462)
Total (132,354) (158,955)
Total (160,399) (180,035)
Other (5,191) (6,452)
Contributions to defined contribution plans (6,646) (6,405)
Social security contributions (26,880) (30,709)
Wages and salaries (121,683) (136,470)
PAYROLL COSTS AND OTHER SOCIAL BENEFITS (IN € THOUSAND) 2021 2022

The number of FTE's increased compared to 2021 in order to support the Group's growth.

Total 3,709 3,939
White-collar workers 1,047 1,171
Blue-collar workers 2,663 2,768
HEADCOUNT (TOTAL FULL TIME EQUIVALENTS (FTE) BY CATEGORY) 2021 2022
Total (5,056)
Interest expense (7,594) (7,136)
Interest income 2,732 2,080
INTEREST INCOME / (EXPENSE) (IN € THOUSAND) 2021 2022
COST RELATED TO THE DERECOGNITION OF ACCOUNTS RECEIVABLE
(IN € THOUSAND)
2021 2022
Cost related to the derecognition of accounts receivable (3,545) (1,648)
OTHER FINANCIAL GAINS / (LOSSES) (IN € THOUSAND) 2021 2022
Other financial income (expense) (446) (1,679)
MONETARY GAINS / LOSSES (IN € THOUSAND) 2021 2022
Monetary gains (losses) - (16,963)

The other operating income decreased mainly due to a decrease in the line Other.

Foreign exchange gains and losses include the FX gains and losses on monetary balance sheet items in foreign currency as well as the FX gains and losses on hedging transactions. Also, the 'cost of hedging', defined as the difference between the spot and forward rate of hedging contracts, is included in the foreign exchange result.

The overall foreign exchange result remained fairly stable in 2022 and can be largely explained by the cost of hedging. Large swings between realized and unrealized exchange results are due to timing differences, whereby long-term exposures (e.g. the EUR-denominated loan from EBRD taken by the Turkish subsidiary Ege Profil in 2015) are hedged by short term forward contracts.

The other operating costs increased mainly due to the full impairment of Deceuninck's tangible fixed assets in Russia.

Interest income decreased due to lower cash balances held on account and slightly lower credit interest rates. Interest expenses decreased as result of lower amounts borrowed in (high yielding) Turkish Lira.

The lower cost related to the derecognition of accounts receivable is due to the lower use of trade finance solutions in Turkey and the weaker TRY/EUR conversion rate.

Other financial income and expenses mainly include bank charges, the result on the share liquidity program with KBC Securities and withholding taxes paid on intra-group dividends and interest payments. The increase is mainly due to the loss on the share liquidity program (whereas in 2021 there was a gain) and higher withholding taxes paid following higher intra-group dividends and interests.

MONETARY GAINS / LOSSES (IN € THOUSAND)
Monetary gains (losses)

Monetary gains/losses relate to the gain or loss on the net monetary position that is derived as the difference resulting from the restatement of non-monetary items of the financial positions and offsetting of the inflation restatement of profit or loss items after application of IAS29 Hyperinflation for the Turkish subsidiaries of the Group.

Grants received
1,850
Decrease of provisions
54
Gains on disposal of tangible fixed assets
606
Other
4,794
7,305
4,303
2,307
445
-
1,551
OTHER OPERATING INCOME (IN € THOUSAND)
2021
2022
Total (5,744) (5,564)
Unrealized foreign exchange losses (14,200) (1,707)
Unrealized foreign exchange gains 4,032 18,588
Realized foreign exchange losses (3,875) (24,751)
Realized foreign exchange gains 8,300 2,305
FOREIGN EXCHANGE GAINS / (LOSSES) (IN € THOUSAND) 2021 2022
Total (4,199) (10,440)
Other (1,320) (711)
Loss on disposal of tangible fixed assets (41) (321)
Impairments (1,125) (8,288)
Integration costs (1,713) -
Increase of provisions - (1,121)
OTHER OPERATING COSTS (IN € THOUSAND) 2021 2022

4. Income taxes

INCOME TAXES RECOGNIZED IN THE INCOME STATEMENT (IN € THOUSAND) 2021 2022
Current income taxes (8,809) (13,173)
Relating to current year (9,210) (12,773)
Relating to previous years 703 (276)
Other (301) (124)
Deferred income taxes 6,307 4,447
Relating to temporary differences - current year 255 3,531
Relating to temporary differences - adjustment previous years (147) 169
Recognition of deferred income tax asset on tax losses of current year 1,559 2,654
Utilization of deferred income tax asset on tax losses of previous years (2,737) (3,565)
Recognition of deferred income tax asset on tax losses of previous years (25) 432
Impairment (-)/reversal of impairment (+) of deferred income tax asset on tax losses of
previous years
6,850 471
Recognition of deferred tax assets on tax incentives 2,071 1,432
Utilization of deferred tax assets on tax incentives (1,519) (795)
Other - 119
Income taxes recognized in the income statement (2,503) (8,726)

Tax effect of:

Effective rate rate 6.31% 53.45%
Income taxes recognized in the income statement (2,503) (8,726)
Other (246) (5,576)
(De)recognition of deferred income tax assets on tax incentives 1,895 1,432
(De)recognition of deferred income tax assets on tax losses of previous years 6,723 2,573
Non-recognition of deferred income taxes on current years losses and deductable
temporary
(144) (1,670)
Deferred taxes on temporary differences relating to previous years - adjustments (195) 169
Current income taxes relating to previous years 705 (276)
Use of tax losses carried forward for which no deferred income tax asset has been
recognized
257 -
Government grants and other exempted income 335 2,404
Non-deductible items (1,728) (4,257)
Difference between local tax rate and statutory tax rate of the parent company (184) 557
Tax effect of:
Income taxes calculated at the statutory tax rate of the parent company (9,920) (4,082)
Statutory tax rate of the parent company 25% 25%
Earnings before tax - IFRS 39,682 16,328
RECONCILIATION BETWEEN EARNINGS BEFORE TAX (EBT) - IFRS AND INCOME
TAXES (IN € THOUSAND)
2021 2022

The breakdown of the income tax charge for 2021 and 2022 is presented as follows: The following table provides a reconciliation between the Earning before tax and the income taxes

as per 31 December 2021 and 2022:

Non-deductible items in 2022 contain the tax impact of the impairment of tangible fixed assets in Russia. Other contains the impact of the application of IAS29 Hyperinflation.

In 2022, the Group recognized deferred income tax assets for tax losses carried forward and tax incentives, for which utilization depends on future taxable profits. The total amount of this deferred income tax asset amounted to € 23,106 thousand at the end of 2022 (end 2021: € 23,663 thousand).

The outlook provides adequate assurance that the company will generate sufficient taxable profits in the near future in order to utilize the deferred income tax assets recognized.

As per 31 December 2022, the Group did not recognize deferred income tax assets on a total amount of tax credits of € 58,290 thousand (2021: € 63,082 thousand), mainly in Belgium, UK and Russia.

Translation adjustments also contain the recognition of deferred taxes upon initial application of IAS29 hyperinflation.

The following table gives an overview of the deferred income taxes as per 31 December 2021 and 2022:

DEFERRED TAX MOVEMENT
SCHEDULE
(IN € THOUSAND)
2021 Charged/
credit to PL
Charged /
credited to
equity
Transfers Translation
adjustments
Total
2022
DEFERRED INCOME TAX ASSETS BY TYPE OF TEMPORARY DIFFERENCE:
Tax losses carried forward &
tax incentives
23,663 (406) - - (152) 23,106
Tangible fixed assets 840 53 - - (6) 887
Provisions 5,770 1,526 (2,870) - (23) 4,404
Inventories 1,854 187 - - (11) 2,029
Interest bearing loans 19 517 - - (3) 533
Other assets 2,109 681 742 - (4) 3,527
Deferred income tax assets 34,254 2,559 (2,128) - (200) 34,486
DEFERRED INCOME TAX LIABILITIES BY TYPE OF TEMPORARY DIFFERENCE:
Tax losses carried forward &
tax incentives
- - - - - -
Net deferred income taxes 8,248 4,447 (2,128) - (8,694) 1,673
Deferred income tax liabilities 26,006 (1,887) - - 8,694 32,813
Other assets 1,497 256 - - 12 1,764
Interest bearing loans - - - - - -
Inventories 38 (38) - - - -
Provisions - 5 - - - 5
Tangible fixed assets 24,471 (2,111) - - 8,682 31,043

5. Earnings per share

Basic earnings per share is calculated by dividing the net profit for the year, attributable to ordinary shareholders by the weighted average number of ordinary shares, excluding ordinary shares purchased by the Group and held as treasury shares. This results in a net profit per share of €0.04.

Basic earnings per share (in €) 0.25 0.04
Weighted average number of ordinary shares (in thousands) 137,476 138,135
Earnings attributable to ordinary shareholders 33,990 5,980
(IN € THOUSAND) 2021 2022
(IN € THOUSAND) 2021 2022
Earnings attributable to ordinary shareholders 33,990 5,980
Weighted average number of ordinary shares (in thousands) 137,476 138,135
Dilution effect of non-exercised warrants (in thousands) 6,312 6,973
Weighted average number of shares after dilution (in thousands) 143,789 145,108
Basic earnings per share (in €) 0.24 0.04

Diluted earnings per share are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year increased with the weighted average number of ordinary shares which would be issued upon conversion into ordinary shares of all exercisable warrants leading to dilution. The potential dilution arises from warrants granted to staff members, senior management members and members of the Executive Management. The diluted earnings per share amount to €0.04 per share.

6. Intangible fixed assets, other than goodwill

Amortization of intangible assets other than goodwill are, where applicable, allocated to the cost of inventories and subsequently recognized in cost of goods sold. Based on the use of the intangible assets, amortizations, other than described above, are allocated within the relevant financial statement line items in the consolidated income statement by function.

As per 31 December 2022, the intangible assets with indefinite useful lives were tested for impairment, based on the same methodology and assumptions as described in Note 7 – Goodwill.

The intangible assets with indefinite useful lives mainly relate to the trade names Winsa and Pimapen (within Turkey & Emerging markets segment). For this kind of assets there is no foreseeable end of the cash-generating period. The net carrying value of these assets is €2,861 thousand. The impairment test of these assets is included in the goodwill impairment test for Turkey (see Note 7 – Goodwill) and did not result in the recognition of an impairment on 31 December 2022.

2021 (IN € THOUSAND) Development Licences IT
and similar
right
Customer
value
Trade names Assets under
construction
Total
COST
At the beginning of this year 1,235 18,407 1,296 4,003 - 24,940
Additions - 463 - - 36 499
Disposals - (2) - - - (2)
Transfers - 333 - - - 333
Translation adjustments 21 5 (106) (345) - (427)
At the end of this year 1,255 19,206 1,189 3,657 36 25,343
DEPRECIATIONS AND IMPAIRMENTS
At the beginning of this year (1,210) (17,344) (1,130) (3,004) - (22,688)
Additions to depreciations (10) (805) (12) (47) - (874)
Disposals - 2 - - - 2
Transfers - 53 - - - 53
Translation adjustments (21) (12) 83 (38) - 13
At the end of this year (1,241) (18,107) (1,058) (3,089) - (23,494)
INTANGIBLE FIXED ASSETS
Cost 1,255 19,206 1,189 3,657 36 25,343
Accumulated depreciations
and impairments
(1,241) (18,107) (1,058) (3,089) - (23,494)
Net Carrying Value 14 1,099 132 568 36 1,849
2022 (IN € THOUSAND) Development Licences IT
and similar
right
Customer
value
Trade names Assets under
construction
Total
COST
At the beginning of this year 1,255 19,206 1,189 3,657 36 25,343
Additions - 387 - - 2 389
Transfers - 55 - - (36) 19
Translation adjustments 17 33 940 3,501 - 4,490
At the end of this year 1,272 19,680 2,129 7,158 2 30,242
DEPRECIATIONS AND IMPAIRMENTS
At the beginning of this year (1,241) (18,107) (1,058) (3,089) - (23,494)
Additions to depreciations (10) (696) (33) - - (740)
Additions to impairments - (28) - - - (28)
Translation adjustments (17) (25) (801) (608) - (1,451)
At the end of this year (1,268) (18,856) (1,892) (3,697) - (25,713)
INTANGIBLE FIXED ASSETS
Cost 1,272 19,680 2,129 7,158 2 30,242
Accumulated depreciations
and impairments
(1,268) (18,856) (1,892) (3,697) - (25,713)
Net Carrying Value 4 824 238 3,461 2 4,529

Translation adjustments also contain the IAS29 hyperinflation effects of bringing the intangible fixed assets to purchasing power of 31st of December 2022 (€5,022 thousand in Cost and €1,844 thousand in Depreciations and Impairments).

7. Goodwill

At the end of 63,260 64,492
Translation adjustments 3,246 1,232
At the beginning of 60,014 63,260
COST
(IN € THOUSAND) 2021 2022
Net Carrying Value 10,571 10,560
Europe 1,247 1,247
Turkey 9,324 9,313
CASH-GENERATING UNIT (IN € THOUSAND) 2021 2022
IMPAIRMENTS
At the beginning of (49,413) (52,690)
Translation adjustments (3,277) (1,243)
At the end of (52,690) (53,933)
At the end of 10,571 10,560
Accumulated depreciations and impairments (52,690) (53,933)
Cost 63,260 64,492
GOODWILL

The application of IFRS 3 'Business combinations' stipulates that all identifiable assets and liabilities should be recognized at their fair value at the moment of acquisition. All differences between the cost of the business combination and the fair value defined at the time of the acquisition should be attributed to goodwill.

The net carrying value of goodwill is allocated as follows:

In accordance with IAS 36, goodwill is not amortized, but is subject to an annual impairment test. This test is always performed at year-end or whenever there is an indication of a possible impairment.

The test consists of comparing the recoverable amount of each cash-generating unit with it carrying amount. An impairment loss is recognized whenever the recoverable amount is lower than the net book value.

The Group carried out the annual impairment test at 31 December 2022, consistent with previous years. This goodwill impairment assessment also did not reveal any impairment issues.

Impairment test goodwill Turkey

CASH GENERATING UNIT

The cash generating unit is Ege Profil, which holds the brands Ege Pen Deceuninck, Winsa and Pimapen, following the merger of Ege Profil and Pimas in 2017.

DISCOUNT RATE

The pre-tax discount rate is based on the risk-free rate of the currency region zone where the activities are deployed and current market assessment of the risks specific to the Deceuninck Group. The pre-tax discount rate was estimated based on the weighted average cost of capital (WACC) and is 27.4% for 2022 (2021: 26.9%).

ASSUMPTIONS FOR 2023-2027

For EBITDA of 2023, management has worked out a target based on detailed plans and actions. For the period 2024-2027 the EBITDA estimate is based on longer term plans, considering reasonable growth levels in line with country specific evolutions of the building industry. For subsequent years a terminal growth rate of 3% is assumed.

SENSITIVITY ANALYSIS

One scenario with reasonable growth expectations has been worked out with a sufficient headroom under the base case assumptions. There is no need for a detailed sensitivity analysis as no reasonable possible change in a key assumption on which management has based its determination of the cash-generating unit's recoverable amount would cause the unit's carrying amount to exceed its recoverable amount.

CONCLUSION

No need for impairment of goodwill.

Impairment test goodwill Europe

CASH GENERATING UNIT

The goodwill has been tested at the operating segment 'Europe' level because this is the lowest level at which management monitors the related goodwill as reasonable.

DISCOUNT RATE

The pre-tax discount rate is based on the risk-free rate of the currency region zone where the activities are deployed and current market assessment of the risks specific to the Deceuninck Group. The pre-tax discount rate was estimated based on the weighted average cost of capital (WACC) and is 9.7% for 2022 (2021: 9.2%).

ASSUMPTIONS FOR 2023-2027

For EBITDA of 2023, management has worked out a target based on detailed plans and actions. For the period

2024-2027 the EBITDA estimate is based on longer term plans, considering reasonable growth levels in line with country specific evolutions of the building industry. For subsequent years a terminal growth rate of 2% is assumed.

SENSITIVITY ANALYSIS

One scenario with reasonable growth expectations has been worked out with a sufficient headroom under the base case assumptions. There is no need for a detailed sensitivity analysis as no reasonable possible change in a key assumption on which management has based its determination of the cash-generating unit's recoverable amount would cause the unit's carrying amount to exceed its recoverable amount.

CONCLUSION

No need for impairment of goodwill.

8. Interest in a joint venture

The Group acquired a 50% interest in So Easy Belgium BV. The investment has been classified as joint venture and is involved in production of aluminium systems for window and doors manufacturing. The Group's interest in this joint venture is accounted for using the equity method in the

consolidated financial statements. Summarized financial information of the joint venture, based on its IFRS financial statements on a 100% basis, and reconciliation with the carrying amount of the investment in the consolidated financial statements are set out below:

The Group performed a limited purchase price allocation exercise in the first year to determine the fair value of the net assets of the So Easy Group to calculate goodwill which was partly allocated to the existing customer relationships acquired.

So Easy Belgium BV cannot distribute its profits without the consent from the two venture partners.

FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER (IN € THOUSAND) 2021 2022 Sales 15,643 19,203 Cost of goods sold (11,517) (14,086) Gross profit 4,126 5,116 Marketing, sales and distribution expenses (3,055) (3,754) Administrative and general expenses (2,349) (2,748) Other net operating result 523 556 Operating profit / (loss) (755) (830) Financial charges (1,206) (1,699) Financial income 170 256 Profit / (loss) before taxes (EBT) (1,791) (2,274) Income taxes 41 (5) Net profit / (loss) (1,750) (2,279) Group's share of profit / (loss) for the year (875) (1,140) (IN € THOUSAND) 2021 2022 Group's carrying amount of the investment at the beginning of - - Group's share of profit / (loss) for the year (875) (1,140) Translation adjustments - 75 Non-recognized group's share of total comprehensive loss / (profit) for the year* 875 1,064

ASSETS
EQUITY AND LIABILITIES
(IN € THOUSAND) 2021 2022
ASSETS
Intangible fixed assets 1,004 689
Tangible fixed assets 5,666 5,644
Non-current assets 6,669 6,334
Inventories 2,355 2,446
Trade receivables 5,077 2,224
Other receivables 3,706 595
Cash and cash equivalents 700 219
Current assets 11,837 5,484
Total assets 18,506 11,818
EQUITY AND LIABILITIES
Equity (9,100) (11,229)
Interest-bearing loans 14,249 11,616
Deferred tax liabilities 50 16
Non-current liabilities 14,299 11,632
Trade payables 5,109 3,618
Other liabilities 8,199 7,797
Current liabilities 13,308 11,415
Total equity and liabilities 18,506 11,818
(IN € THOUSAND) 2021 2022
Group's share in equity (4,550) (5,615)
Goodwill - -
Goodwill after purchase price allocation 3,214 3,214
Allocated losses (3,214) (3,214)
Non-recognized total comprehensive income (1,336) (2,401)
Group's carrying amount of the investment - -

Group's carrying amount of the investment at the end of - -

* The Group has taken into account the relevant considerations that there are no contractual or constructive obligations covering for unlimited Total comprehensive losses, the recognition of the Group's share of the Total comprehensive loss of the joint venture is limited to the extent of original recognized amount of the investment. All subsequent Group's share of the Total comprehensive income are not recognized by the Group until the historically non recognized Group's share of the Total comprehensive loss of the joint venture are covered.

9. Tangible fixed assets

2021 (IN € THOUSAND) Land &
buildings
Machinery &
equipment
Furniture
and vehicles
Other
tangible
fixed
assets
Assets under
construction
Total
COST
At the beginning of this year 173,585 490,213 17,928 138 11,046 692,910
Additions 10,727 18,004 1,257 - 12,460 42,448
Disposals - (9,734) (143) - (21) (9,898)
Transfers 1,235 11,986 111 - (13,289) 42
Translation adjustments (8,352) (3,992) (704) - (487) (13,535)
At the end of this year 177,195 506,477 18,449 138 9,708 711,967
DEPRECIATIONS AND IMPAIRMENTS
At the beginning of this year (75,490) (365,964) (13,134) (81) - (454,670)
Additions to depreciations (4,460) (24,634) (1,218) (11) - (30,324)
Additions to impairments - (1,012) - - - (1,012)
Disposals - 9,131 162 - - 9,292
Transfers (11) (341) (7) - - (359)
Translation adjustments (332) 1,606 312 - - 1,587
At the end of this year (80,294) (381,214) (13,885) (92) - (475,484)
TANGIBLE FIXED ASSETS
Cost 177,195 506,477 18,449 138 9,708 711,967
Accumulated depreciations and
impairments
(80,294) (381,214) (13,885) (92) - (475,484)
Net Carrying Value 96,901 125,263 4,564 47 9,708 236,483
2022 (IN € THOUSAND) Land &
buildings
Machinery &
equipment
Furniture
and vehicles
Other
tangible fixed
assets
Assets under
construction
Total
COST
At the beginning of this year 177,195 506,477 18,449 138 9,708 711,967
Additions 4,346 21,219 1,466 - 20,395 47,427
Disposals (15) (1,748) (52) - - (1,816)
Transfers (9,952) 9,306 363 - (9,950) (10,233)
Translation adjustments 39,091 92,802 4,728 - 158 136,779
At the end of this year 210,665 628,055 24,954 138 20,313 884,125
DEPRECIATIONS AND IMPAIRMENTS
At the beginning of this year (80,294) (381,214) (13,885) (92) - (475,484)
Additions to depreciations (5,514) (27,352) (1,473) (10) - (34,348)
Additions to impairments (5,275) (2,799) (185) - - (8,259)
Disposals (12) 1,504 70 - - 1,562
Transfers 639 (83) (9) - - 546
Translation adjustments (3,503) (78,273) (4,097) - - (85,872)
At the end of this year (93,958) (488,217) (19,579) (101) - (601,856)
TANGIBLE FIXED ASSETS
Cost 210,665 628,055 24,954 138 20,313 884,125
Accumulated depreciations and
impairments
(93,958) (488,217) (19,579) (101) - (601,856)
Net Carrying Value 116,706 139,838 5,375 37 20,313 282,270

The transfers from assets under construction in both 2021 and 2022 mainly related to finalized investments in machinery and equipment. In 2022, there was an outgoing transfer from Land & Buildings, resulting from the reclassification of real estate in Turkey to assets classified as held for sale. purchasing power of 31st of December 2022 (€ 137,263 thousand in Cost and € 86,244 in Depreciations and Impairments). The Group has € 21.7 million fixed asset related commitments spread over the next year which are mainly related to machinery and buildings.

Translation adjustments also contain the IAS29 hyperinflation effects of bringing the tangible fixed assets to

In 2022 the Group has recognized impairments on tangible fixed assets for € 8,259 thousand (2021: € 1,012 thousand). These impairments mainly relate the full impairment of Deceuninck's tangible fixed assets in Russia, and have been included in other operating costs. Tangible fixed assets under construction are further broken down in the table below. These are mainly related to tools and machinery.

The right-of-use assets are further detailed in Note 20.

The table below shows an overview of transfers between intangible fixed assets, tangible fixed assets, assets held for sale and right-of use assets. The transfers in 2022

Net trade receivables decreased € 2,809 thousand mainly due to an increase in the impairment allowance. Total factoring amounted to € 17.4 million at 31 December 2022 (2021: € 23.3 million).

The decrease in Other receivables is mainly driven by a decrease in Advance checks received.

Days sales outstanding (DSO) remained stable year-on-year, at 37 days in 2021 and 2022.

The costs related to the derecognition of accounts receivable for 2022 amount to € 1,648 thousand (2021: € 3,545 thousand). The effect of the factoring agreement is shown as a decrease in trade receivables, as substantially all risks and rewards relating to the trade receivables are transferred to the factor company (nonrecourse factoring).

The gross trade receivables consist of invoiced sales, an accrual for invoices to be issued, an accrual for credit notes to be received and exchange rate differences. The advance checks mainly consist of checks which have been received from customers in Turkey, to guarantee orders that will be executed in a later stage. This is a common practice in the local construction industry. These checks are considered as advance payments and

During 2022 a net amount of € 3,398 thousand was recorded as an increase in the allowance related to the write-down on inventory (in 2021: € 3,262 thousand increase). These costs are included in Marketing, sales and distribution expenses. The cost of inventories recognized

were mainly related to the reclassification of real estate in Turkey to assets classified as held for sale.

as cost of goods sold during 2022 amounted to € 713,181 thousand (2021: € 608,440 thousand). No inventories were pledged as security for liabilities (2021: idem).

Total - -
Right-of-use assets (70) -
Assets classified as held for sale - 9,667
Tangible fixed assets (317) (9,687)
Intangible fixed assets 387 19
(IN € THOUSAND) 2021 2022
1,508 413
1,508 413
2021 2022
(IN € THOUSAND) 2021 2022
Raw materials and consumables 51,503 56,421
Finished goods 100,177 97,189
Trade goods 17,908 18,112
Total 169,589 171,722
Other receivables 69,959 54,994
Other 1,176 1,844
Receivables from joint ventures 2,727 4,043
Advance checks received 52,308 35,669
Short-term warranties 218 164
Prepaid charges 3,057 3,075
Derivative financial instruments 3,278 3,290
VAT and other taxes 7,194 6,910
Trade receivables 90,756 87,947
Impairments allowance (9,991) (12,306)
Gross trade receivables 100,747 100,254
(IN € THOUSAND) 2021 2022

10. Long-term receivables

11. Inventories

12. Trade receivables and other receivables

can be discounted or used for payments without
any preconditions.
Before finalisation of these orders, the advance checks
are presented gross as both 'other receivables' and
as 'other liabilities' as disclosed in Note 19. Upon
delivery and invoicing, these checks are netted. The
corresponding trade receivable is presented as such and
will be settled at the expiry date of the check.
An analysis of the trade receivables is provided below,
which shows the ageing of both gross outstanding trade
receivables and impairment allowances on these trade
receivables.
Land & Buildings
348
Machinery & equipment
7,706
Other
1,654
20,313
1,716
15,124
3,473
(IN € THOUSAND)
2021
2022

As per 31 December 2022 an amount of € 12,306 thousand (2021: € 9,991 thousand) is recorded as impairment allowance on trade receivables.

The majority of the impairment allowance relates to specific allowances for long overdue receivables. The impact of the expected credit loss (ECL) model on the Cash and cash equivalents have decreased due to an increase in working capital, capital expenditures, dividend payments and net financial result excl interests, partly

The assets classified as held for sale mainly relate to real estate in Turkey and land held for sale in Poland. All assets are available for immediate sale in its present condition and the sale is highly probable. Necessary actions have

As per 31 December 2022, issued capital is set at € 54,505 thousand and is composed of 138,202 thousand shares without a nominal value.

impairment allowance remains stable compared to 2021 and is mainly included in the Turkey & Emerging Markets segment, where loss rates between 5% and 15% are applied, in line with the 2021 ECL model.

The movements during the last 2 financial years are presented in the following table:

offset by a strong gross operating cash flow. The cash and cash equivalents balances are mainly concentrated in Belgium, Turkey and the United States.

been taken in order to place these assets on the market
and sales are expected during 2023. Following the
reclassification to assets classified as held for sale,
these assets are no longer depreciated.
AGING ANALYSIS OF
TRADE RECEIVABLES
(IN € THOUSAND)
Total Not due < 30 days 31 - 60
days
61 - 90
days
91 - 120
days
> 120
days
Gross trade receivables per
31 December 2022
100,254 75,977 8,729 1,602 970 1,437 11,538
Impairments allowance per
31 December 2022
(12,306) (514) (413) (49) (207) (887) (10,236)
Net carrying value per
31 December 2022
87,947 75,463 8,316 1,553 763 550 1,302
Net carrying value per
90,756
31 December 2021
81,369 4,945 1,328 411 1,437 1,267
IMPAIRMENT ALLOWANCE (IN € THOUSAND)
2021
2022
At the beginning of (14,848) (9,991)
Additions (1,171) (4,708)
Reversals 3,258 1,691
Utilizations 28 -
Translation adjustments 2,742 700
At the end of (9,991) (12,306)
Total 72,885 58,949
Short term deposits 36,396 21,219
Cash and current bank accounts 36,489 37,730
(IN € THOUSAND) 2021 2022
Net Carrying Value 1,346 11,280
Accumulated depreciations and impairments (90) (726)
Cost 1,436 12,006
ASSETS CLASSIFIED AS HELD FOR SALE (IN € THOUSAND) 2021 2022
ISSUED CAPITAL 2021 2022
Amount (in € thousand) 54,441 54,505
Number of shares (without nominal value) 138,040,929 138,202,261

13. Cash and cash equivalents

15. Issued capital and reserves

Issued capital

14. Assets classified as held for sale

SHARE PREMIUMS 2021 2022
Amount (in € thousand) 90,213 90,468

Share premiums

Treasury shares

TREASURY SHARES 2021 2022
Amount (in € thousand) (75) (16)
Number of shares (without nominal value) 69,769 13,103
CURRENCY TRANSLATION ADJUSTMENTS
(IN € THOUSAND)
2021 2022
USD (8,434) (3,162)
TRY (117,298) (74,961)
RUB (10,722) (9,096)
PLN (4,501) (4,911)
GBP (2,071) (3,085)
CZK 668 1,080
Other (59) 598
Total (142,418) (93,538)

On 31 December 2022, the Group held 13,103 treasury shares to fulfil its commitments with respect to stock option plans.

Currency translation adjustments

Defined benefit plans and other post-employment benefits

Deceuninck NV (Belgium)

For Deceuninck NV, the provisions for post-employment benefits relate to the early retirement obligation and Belgian pension plans. According to IAS19, Belgian defined contribution plans that guarantee a specified return are defined benefit plans, as the employer has to cover the investment risk until the applicable legal minimum rates.

The returns guaranteed by the insurance company are in most cases lower, as a result the Group has not fully hedged its risk and a provision needs to be accounted for.

Deceuninck NV has a number of defined contribution plans, applicable to different categories of personnel. Those pension plans have been set up by Deceuninck NV and are thus not multi-employer plans. All plans are funded through group insurances with an insurance company. Contributions are made by the employer and employee.

Deceuninck NV operates an early retirement plan under the legal framework in Belgium and allows that

An overview of the currency translation adjustments by currency is given below:

employees reaching the legal pre-pension age (currently
62 years with certain additional conditions linked to the
length of career) can benefit from an early pension and
retire before the legal pension age (currently 65 years).
The elderly employees accepting such offers will receive
a temporary supplement paid by Deceuninck NV until
their legal retirement age on top of the unemployment
allowance. The provision covers the employees for which
there exists a plan and the expected employees to retire
by an early retirement scheme the next coming 4 years
based on the collective labor agreement. The plan is
available for all employees meeting the requirements.
It is unfunded and administered by Deceuninck NV.
In Belgium, inactive members are not included as there
is no material deficit. The total amount of the reserve
for these members amount to € 6,685 thousand.
The reserves are fully funded with plan assets.
In accordance with IFRS, the actuarial present value of
the defined pension benefit plans must be calculated, as
that value represents the total of the amounts that can
currently be allocated to each participant in the plan.
The actuarial present value was calculated based on the
mortality tables IA/BE (age correction -1 years) and the
following actuarial assumptions:

16. Provisions for post-employment employee benefits

NET LIABILITY (ASSET)
RECONCILIATION
(IN € THOUSAND)
Deceuninck
Germany
and
Produktions
GmbH
(Germany)
Deceuninck
NV (Belgium)
Ege Profil AS
(Turkey)
Other Total
As per 31 December 2021 14,411 3,617 1,405 559 19,991
Pension cost recognized in
income statement
197 824 395 140 1,556
Remeasurements recognized
in OCI
(3,901) (3,123) 2,379 - (4,645)
Benefits paid directly (478) (822) (252) (1) (1,553)
Translation adjustments - - (536) 6 (529)
As per 31 December 2022 10,229 496 3,391 703 14,820
Non-current 9,703 450 3,391 695 14,240
Current 526 45 - 9 580

Currency translation adjustments include all exchange rate differences resulting from the conversion of the financial statements of subsidiaries into euro. The total currency translation adjustments amount to € (93,538) thousand at 31 December 2022.

The 2022 movement of currency translation adjustments in TRY, attributable to shareholders of the parent company, contain (i) € 19,183 thousand hyperinflation impacts resulting the restatement of non-monetary assets and liabilities to the general purchasing power until 31 December 2021 and (ii) the impact of the difference in evolution between both the inflation index and the devaluation of the TRY compared to EUR for € 23,205 thousand.

DECEUNINCK NV (BELGIUM) - PRINCIPAL ACTUARIAL ASSUMPTIONS 2021 2022
Discount rate 1.00% 3.75%
Increase in compensations - white collar 2.65% 3.05%
Increase in compensations - blue collar 2.65% 3.05%
Increases in social security 2.65% 3.05%
Increases in pensions N/A N/A
Inflation 1.90% 2.30%
DECEUNINCK GERMANY AND PRODUKTIONS GMBH (GERMANY) - PRINCIPAL
ACTUARIAL ASSUMPTIONS
2021 2022
Discount rate 0.90% 3.70%
Increase in compensations - white collar 3.00% 3.00%
Increase in compensations - blue collar 3.00% 3.00%
Increases in social security 3.00% 3.00%
Increases in pensions 1.70% 2.00%
Inflation 3.00% 2.00%
EGE PROFIL AS (TURKEY) - PRINCIPAL ACTUARIAL ASSUMPTIONS 2021 2022
Discount rate 16.45% 19.70%
Increase in compensations - white collar 9.50% 19.20%
Increase in compensations - blue collar 9.50% 19.20%
Increases in social security 9.50% 19.20%
Increases in pensions N/A N/A
Inflation N/A N/A

The main risks for Deceuninck NV relate to future salary increases.

Deceuninck Germany GmbH and Deceuninck Germany Produktions GmbH & Co KG (Germany)

For Deceuninck Germany GmbH and Deceuninck Germany Produktions GmbH & Co KG, the provisions for employee benefits refer to the provision for pensions which is unfunded.

Ege Profil AS (Turkey)

The company is required to pay a termination indemnity

The pension plan entitles the beneficiary to a lump sum amount at the start of their pension. The plan was available to all employees started to work for Deceuninck Germany GmbH before 1999. For one manager there is an individual pension plan which provides an annuity payment after retirement. The plan is based on the collective agreement of IGBCE and the respective company agreement.

The actuarial present value was calculated based on the following assumptions:

upon the date of retirement. This plan is legally required for all employees and is unfunded. The actuarial present value was calculated based on the following assumptions:

COMPONENTS OF PENSION
COST
2021 2022
(IN € THOUSAND) Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Total Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Total
Current service cost 89 523 998 1,610 70 260 792 1,122
Interest cost 63 219 21 303 127 135 32 295
Recognized in income
statement
152 742 1,019 1,913 197 395 824 1,417
AMOUNTS RECOGNIZED
IN THE STATEMENT OF
FINANCIAL POSITION
2021 2022
(IN € THOUSAND) Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Total Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Total
Present value of defined
benefit obligation
14,411 1,405 11,313 27,129 10,230 3,391 8,533 22,154
Fair value of plan assets - - (7,696) (7,696) - - (8,037) (8,037)
Net liability (asset) 14,411 1,405 3,617 19,433 10,230 3,391 496 14,117

Other

These provisions for employee benefits refer to local pension regulations.

The current service cost is included in the financial statement lines in the consolidated income statement based on the function and activities of the related personnel. If the related personnel are no longer active within the Group, the cost is recognized in the section

The tables below provide an overview of the pension costs included in the consolidated income statement, and the amounts recognized in the balance sheet position for the defined pension plan of Deceuninck Germany GmbH, Deceuninck Produktions GmbH & Co. KG, Ege Profil AS and the Belgian subsidiaries of the last two years:

Other under Other operating costs. The interest cost is included in Other financial result. Where applicable, the current service cost is considered for the inventory valuation.

Ege Profil AS
Deceuninck
(Turkey)
NV (Belgium)
2,192
11,806
523
998
219
54
193
16
(1,083)
Total
30,105
1,610
336
193
(2,407)
Deceuninck
Germany and
Produktions
GmbH
(Germany)
14,411
70
127
-
(3,901)
Ege Profil AS
(Turkey)
1,405
260
135
-
2,379
Deceuninck
NV (Belgium)
11,313
792
112
240
(3,014)
Total
27,129
1,122
375
240
(4,536)
(503)
(817)
(4,605) 1,640 (3,183)
316
(266)
704 738 159
- - - 10
- - - -
(656) (1,798) (478) (252) (910) (1,640)
- (910) - (536) - (536)
11,313 27,129 10,230 3,391 8,533 22,154
92
110
(634)
(910)
1,405
CHANGE IN FAIR VALUE OF
PLAN ASSETS
2021 2022
(IN € THOUSAND) Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
TOTAL Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Total
At the beginning of 7,079 7,079 7,696 7,696
Interest income on plan assets 33 33 80 80
Actuarial (gain) / loss - - 109 109
Return on plan asset 109
Employer contributions 790 790 745 745
Plan participants contributions 193 193 240 240
Benefits paid directly (399) (399) (833) (833)
At the end of - - 7,696 7,696 - - 8,037 8,037
OTHER 2022
(IN € THOUSAND) Deceuninck
Germany and
Produktions
GmbH
(Germany)
Ege Profil AS
(Turkey)
Deceuninck
NV (Belgium)
Contributions
Expected contribution to the plan for the next annual reporting
period
406 N/A 745
Maturity profile
Duration jubilee benefits N/A N/A N/A
Duration prepensions N/A N/A 3.0
Duration DC pension plans 13.0/19.0 N/A 13.1
Duration other long term benefits N/A 11.4 N/A
Expected payments from the defined benefit plan within
CashFlow Year 1 527 432 61
CashFlow Year 2 524 136 5
CashFlow Year 3 524 128 52
CashFlow Year 4 536 130 40
CashFlow Year 5 533 114 732
CashFlow Year 6-10 2,767 972 2,994
AS PER 31 DECEMBER 2022 Deceuninck Germany
and Produktions GmbH
(Germany)
Ege Profil AS (Turkey) Deceuninck NV (Belgium)
Change in discount rate -0.20% 0.20% -0.20% 0.20% -0.20% 0.20%
Impact on present value of
defined benefit obligation
(in € thousand)
213 (202) 78 (76) 178 (172)
Change in pension increase
rate
-0.50% 0.50% -0.50% 0.50% N/A N/A
Impact on present value of
defined benefit obligation
(in € thousand)
(477) 501 186 (201)
Change in longevity - one year life
expectancy
+ one
year life
expectancy
N/A N/A - one
year life
expectancy
+ one
year life
expectancy
Impact on present value of
defined benefit obligation
(in € thousand)
(353) 365 24 (25)

Sensitivity analysis shows the following impacts:

17. Provisions

(IN € THOUSAND) Restructuring Warranties Claims Other Total
As per 31 December 2021 154 1,068 948 1,365 3,536
Additions - 577 272 549 1,398
Utilizations (154) (5) (101) (204) (464)
Reversals - - (27) (79) (106)
Translation adjustments - (72) (12) 117 32
As per 31 December 2022 - 1,568 1,080 1,749 4,396
Non-current - 1,522 1,031 1,749 4,301
Current - 46 49 - 95

Restructuring provisions are recognized when conditions of IAS 37 are fulfilled, and represented in 2021 the restructuring provision for the strategic repositioning of Europe region. As per 31 December 2022, there are no more restructuring provisions.

Provisions for warranties are based on historical data of the cost incurred for repairs and returns.

The provisions for claims mainly relate to claims for quality
issues of products sold.

The other provisions include a large number of items such as provisions for legal disputes.

18. Interest-bearing debts

Long-term interest-bearing loans mainly consist of straight loans drawn under the € 60 million Sustainability Linked Revolving Facility Agreement maturing in 2024 and the € 120 million Sustainability Linked Loan Facility Agreement maturing in 2027.

The long-term leasing contracts mainly consist of agreements for the leasing of cars, equipment or buildings. See further Note 20.

As of 31 December 2022, undrawn committed credit lines under the above mentioned facility agreements amounted to € 59.7 million.

All interest-bearing debt of Deceuninck is unsecured. Usual financial covenants (Leverage, Interest Cover...) are applicable to the committed credit facilities and the remaining balance (€ 1 million) of the loan received in 2015 from the European Bank for Reconstruction and Development for the construction of the new plant in

The Group has € 130,502 thousand outstanding financial liabilities (excl leasing liabilities), of which € 119,709 thousand are loans at a variable interest rate. In order to mitigate the risk of increasing interest rates, Deceuninck has entered into Interest Rate Swaps with a tenor of five

The following tables provide an overview of the interest-bearing debts of the Group at year end:

Short term interest-bearing loans mainly consist of working capital loans from Turkish banks maturing within 12 months.

Menemen (Turkey). As per 31 December 2022 and at all
preceding testing dates throughout 2022, Deceuninck
Group has met all its covenants.

The following table provides a summary of the outstanding debts by currency, the average interest rates and maturity profile as per 31 December 2022:

LONG-TERM INTEREST-BEARING DEBTS
(IN € THOUSAND)
2021 2022
Loans from financial institutions 6,625 119,331
Leasing 6,378 11,417
Long-term interest-bearing debts 13,002 130,748
SHORT-TERM INTEREST-BEARING DEBTS
(IN € THOUSAND)
2021 2022
Loans from financial institutions 16,712 11,171
Leasing 5,094 5,280
Retail Bond 3.75% - 08 Dec 2022 99,959 -
Short-term interest-bearing debts 121,765 16,452
Non-cash changes
INTEREST BEARING DEBTS
(IN € THOUSAND)
2020 Cash
Flows
Capitalised
Interest
Foreign
Exchange
revaluation in
(profit) or loss
IFRS 16
New
Leases /
Disposals
Transfers Foreign
exchange
translation
2021
Loans from financial institutions 43,343 (13,163) 96 4,857 - - (11,796) 23,336
Leasing 17,835 (6,386) - 173 1,635 - (1,785) 11,472
Retail Bond 3.75% - 08 Dec 2022 99,913 - 46 - - - - 99,959
Interest bearing debts 161,090 (19,549) 142 5,030 1,635 - (13,581) 134,767
INTEREST BEARING DEBTS
(IN € THOUSAND)
2021 Cash
Flows
Capitalised
Interest
Foreign
Exchange
revaluation in
(profit) or loss
IFRS 16
New
Leases /
Disposals
Foreign
exchange
translation
2022
Loans from financial institutions 23,336 112,021 96 (549) - (4,402) 130,502
Leasing 11,472 (5,898) - 568 11,480 (925) 16,697
Retail Bond 3.75% - 08 Dec 2022 99,959 (100,000) 41 - - - -
Interest bearing debts 134,767 6,122 137 19 11,480 (5,327) 147,199
TERMS AND MATURITY PROFILE
(IN € THOUSAND)
Interest % Due within
1 year
Due between
1 and 5 years
Due after
5 years
Total
Financial liabilities (excl leasing liabilities) 116,671 6,625 - 123,296
Leasing liabilities 5,237 7,284 143 12,664
2021 121,908 13,909 143 135,960
Financial liabilities (excl leasing liabilities) 11,171 119,331 130,502
Leasing liabilities 5,405 12,747 615 18,767
2022 16,576 132,078 615 149,269
Of which
EUR 2.62% 10,648 116,215 14 126,877
TRY 16.59% 3,152 7,135 - 10,287
USD 4.74% 1,178 5,502 - 6,680
Other foreign currencies 8.14% 1,597 3,226 601 5,425

years for a total notional amount of € 100 million, whereby it will pay a fixed interest rate and will receive the floating rate (i.e. Euribor 1 month).

19. Trade payables and other liabilities

20. Leasing

(IN € THOUSAND) 2021 2022
Trade Debts 176,009 144,023
Derivative financial instruments 650 327
Guarantees from Customers 830 897
Accrued interest 843 439
Accrued charges 125 453
Deferred income 1,713 1,522
Advance checks received 52,308 40,530
Other 1,414 363
OTHER LIABILITIES 57,883 44,531

The conditions for the above-mentioned trade debts and other debts are as follows:

  • Trade debts do not bear interest and are usually paid on the basis of payment terms that can vary depending on the market. On average, these payment terms fluctuate between 45 and 65 days from the end of the month in which the debt is incurred. In Turkey this can be up to one year after the invoice date.
  • For the conditions with regard to the financial instruments, we refer to Note 25.
  • The guarantees from customers do not bear any

Translation adjustments also contain the IAS29 hyperinflation effects of bringing the right-of-use assets to purchasing power of 31st of December 2022.

The maturity analysis of lease liabilities is disclosed in Note 18.

Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period:

interest and are immediately payable, as soon as the contractual obligations of the customer have been fulfilled.

Trade debts include, besides the invoiced purchases also a provision for invoices to be received, a provision for credit notes to be issued and foreign currency translation differences.

The other payables mainly consist of advance checks as referred to in Note 12.

Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrowings) and the movements during the period:

(IN € THOUSAND) Buildings Cars Machinery &
equipment
Total
As per 31 December 2020 8,821 2,694 4,519 16,034
Additions 2,474 1,704 1,186 5,364
Disposals (3,396) (92) - (3,487)
Depreciations (2,836) (1,813) (1,523) (6,173)
Transfers (70) - - (70)
Translation adjustments (202) (242) (880) (1,324)
As per 31 December 2021 4,792 2,250 3,301 10,343
As per 31 December 2022 9,421 2,826 3,267 15,515
Translation adjustments (97) 141 414 459
Depreciations (3,064) (1,978) (1,701) (6,742)
Disposals (206) (55) (12) (273)
Additions 7,995 2,494 1,264 11,753
As per 31 December 2021 4,792 2,250 3,301 10,343
(IN € THOUSAND) Buildings Cars Machinery &
equipment
Total
LEASE LIABILITY (IN € THOUSAND) 2021 2022
Opening balance 17,835 11,472
Additions 5,364 11,753
Disposals (3,729) (273)
Accreation of interests 867 980
Payments (7,252) (6,878)
Translation adjustments (1,612) (357)
Closing balance 11,472 16,697
Current 5,094 5,280
Non-current 6,378 11,417

The following are the amounts recognized in profit or loss:

Total amount recognized in profit or loss (9,194) (10,892)
Expenses relating to short-term leases and low-value assets (2,155) (3,171)
Interest expense on lease liabilities (867) (980)
Depreciation expense of right-of-use-assets (6,173) (6,742)
(IN € THOUSAND) 2021 2022

21. Share-based payments

The Group offers the possibility to staff members, senior management members and the members of the Executive Management to register for stock options and subscription rights (warrants).

The purpose for such a decision is to motivate the staff members, senior management and the members of the Executive Team Group and Executive Team Regions, by enabling them to acquire shares in the company under relatively advantageous terms, thereby increasing and improving their commitment to the company.

IFRS 2 has a total negative impact of € 783 thousand on the results of 2022 (2021: € 559 thousand) as recognized in 'Other payroll expenses' in Note 3. Revenue and costs are split up as below:

  • Warrant plan: € 783 thousand in 2022 (€ 516 thousand in 2021)
  • Performance share plan: € 0 in 2022 (€ 43 thousand in 2021)
  • Stock option plans: No impact in 2022 (no impact in 2021)

Stock option plans, warrant plans and performance share plans were valued on the basis of the binominal tree structure. Volatility was determined on the basis of historical data.

Stock option plans

There are no outstanding options at the end of December 2022. One option entitles the holder to buy one Deceuninck NV share at a fixed exercise price. The options expire if they are not exercised on the last day of the last exercise period. The options can be exercised for the first time after the end of the third calendar year, following the year in which the offer has taken place. The exercise period related to the plan of 2007 was extended with 5 years in 2009. The exercise price of an option will be equal to the lowest of (i) the average price of the share on the stock exchange during the 30-day period preceding the offer, or (ii) the latest closing price preceding the day of the offer.

2007
19/12/07
17/02/08
74
15.54
70,750
64,500
-
33,750
30,750
-
-
2011-2017
2018-2022
OPTIONS MOVEMENTS IN 2021 2007 Weighted average
exercise price
Outstanding 2020 31,750 15.54
Accepted - N/A
Exercised - N/A
Forfeited (1,000) 15.54
Expired - N/A
Outstanding 2021 30,750 15.54
OPTIONS MOVEMENTS IN 2022 2007 Weighted average
exercise price
Outstanding 2021 30,750 15.54
Accepted - N/A
Exercised - N/A
Forfeited (30,750) 15.54
Expired - N/A
Outstanding 2022 - N/A
WARRANTS Plan 2011 Plan 2011 Plan 2013 Plan 2013 Plan 2013 Plan 2015 Plan 2015 Plan 2015 Plan 2017 Plan 2018 Plan 2018 Plan 2018 Plan 2018 Plan 2020 Plan 2021 Plan 2022 Total
Grant date 21/12/2011 21/12/2012 17/12/2013 17/12/2013 17/12/2014 16/12/2015 21/12/2016 21/12/2016 21/12/2017 21/12/2018 21/12/2018 13/12/2019 21/12/2019 17/12/2020 16/12/2021 23/12/2022
Acceptance date 15/02/2012 17/02/2013 14/02/2014 14/02/2014 16/02/2015 15/02/2016 21/02/2017 21/02/2017 19/02/2018 19/02/2019 19/02/2019 01/02/2020 01/02/2020 16/02/2021 14/02/2022 20/02/2023
Number of beneficiaries
at grant date
42 49 59 9 66 73 8 66 54 45 12 43 14 54 56 87
Exercise price (in €) 0.73 1.17 1.71 1.76 1.79 2.40 2.40 2.27 3.06 1.82 1.97 1.82 1.97 1.78 3.07 2.38
Share price on
acceptance date (in €)
1.07 1.38 2.19 2.19 1.98 2.08 2.22 2.22 2.88 2.19 2.19 1.98 1.98 2.44 2.85 2.56
Granted 490,000 485,000 332,500 570,000 910,000 630,000 710,000 524,000 1,334,000 700,000 755,000 546,500 828,500 1,183,000 1,302,000 1,190,500 12,491,000
Accepted 487,500 482,500 332,500 570,000 892,500 607,500 710,000 524,000 1,233,500 577,000 755,000 546,500 798,500 1,145,000 1,224,250 402,400 11,288,650
Exercised 344,999 333,331 171,659 496,666 644,160 143,330 40,000 153,999 20,000 84,996 35,000 - - - - - 2,468,140
Forfeited 135,001 129,168 109,171 55,000 150,004 260,000 60,000 209,000 265,000 71,000 60,000 62,000 73,500 38,500 37,000 - 1,714,344
Expired 7,500 20,001 13,335 18,334 45,834 5,000 - 8,000 10,000 5,000 - - - - - - 133,004
Outstanding 31/12/2022 - - 38,335 - 52,502 199,170 610,000 153,001 938,500 416,004 660,000 484,500 725,000 1,106,500 1,187,250 402,400 6,973,162
Exercisable 31/12/2022 - - 38,335 - 52,502 199,170 610,000 153,001 620,996 86,664 196,666 - - - - - 1,957,334
Exercise periods 2015-2021 2016-2021 2017-2023 2017-2023 2018-2023 2019-2025 2020-2024 2020-2024 2021-2027 2022-2028 2022-2028 2023-2028 2023-2028 2024-2030 2025-2031 2026-2032
Assumptions
Volatility 40.00% 40.00% 45.00% 45.00% 45.00% 45.00% 40.00% 40.00% 30.00% 30.00% 30.00% 24.80% 24.80% 27.70% 34.74% 36.77%
Risk-free interest 2.49% 0.99% 0.99% 0.99% -0.03% -0.28% -0.32% -0.32% 0.13% -0.12% -0.12% 0.02% 0.02% -0.24% 0.12% 3.00%
Dividend (in €) 0.03 0.03 0.03 0.03 0.03 0.03 0.03 0.03 0.03 0.03 3.03 1.03 0.03 0.03 0.05 0.06
Early exercised
- Minimum gain
25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25%
Early exercised
- Probability to exercise
50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50%

Warrant plans

The balance of the outstanding warrants at the end of December 2022 is 6,973,162. One warrant entitles the holder to buy one Deceuninck NV share at a fixed exercise price. Within the scope of the warrant plans, 167,998 warrants were exercised in the course of 2022. The warrants expire if they have not been exercised at the last day of the last exercise period. The warrants can be

exercised for the first time at the end of the third calendar year of the grant.

The exercise price of a warrant will be fixed by the Remuneration Committee on the date of offer and will be equal to the lowest of (i) the average price of the share on the stock exchange during the 30-day period preceding the offer, and (ii) the latest closing prices preceding the day of the offer.

Financial Performance

WARRANTS
MOVEMENTS IN 2021
Plan 2011 Plan 2011 Plan 2013 Plan 2013 Plan 2013 Plan 2015 Plan 2015 Plan 2015 Plan 2017 Plan 2018 Plan 2018 Plan 2018 Plan 2018 Plan 2020 Plan 2021 Plan 2022 Total Weighted
average
exercise
price
Outstanding 2020 7,500 25,835 92,507 306,669 617,305 385,000 680,000 334,000 1,051,500 545,000 695,000 546,500 725,000 648,500 - - 6,660,316 2.15
Accepted - - - - - - - - - - - - - 496,500 680,000 - 1,176,500 2.53
Exercised - 18,335 50,005 306,669 556,469 138,330 40,000 115,998 20,000 - - - - - - - 1,245,806 1.92
Forfeited - - 2,500 - 5,000 37,500 30,000 19,000 75,000 15,000 - 15,000 - 15,000 - - 214,000 2.47
Expired 7,500 7,500 - - - - - - - - - - - - - - 15,000 0.95
Outstanding 2021 - - 40,002 - 55,836 209,170 610,000 199,002 956,500 530,000 695,000 531,500 725,000 1,130,000 680,000 - 6,362,010 2.25
WARRANTS
MOVEMENTS IN 2022
Plan 2011 Plan 2011 Plan 2013 Plan 2013 Plan 2013 Plan 2015 Plan 2015 Plan 2015 Plan 2017 Plan 2018 Plan 2018 Plan 2018 Plan 2018 Plan 2020 Plan 2021 Plan 2022 Total Weighted
average
exercise
price
Outstanding 2021 - - 40,002 - 55,836 209,170 610,000 199,002 956,500 530,000 695,000 531,500 725,000 1,130,000 680,000 - 6,362,010 2.25
Accepted - - - - - - - - - - - - - - 544,250 402,400 946,650 2.78
Exercised - - 1,667 - 3,334 5,000 - 38,001 - 84,996 35,000 - - - - 167,998 1.97
Forfeited - - - - - 5,000 - 8,000 18,000 29,000 47,000 23,500 37,000 167,500 2.26
Expired - - - - - - - - - - - - - - - - N/A
PERFORMANCE SHARE PLAN PLAN 2022
Grant date 01/01/23
Acceptance date 31/12/22
Number of beneficiaries at grant date 10
Share price at date of grant 2.71
Granted 627,816
Accepted 627,816
Exercised -
Forfeited 0
Expired 0
Outstanding 31/12/2022 627,816
Exercisable 31/12/2022 -
Exercise periods 2025
Assumptions
Volatility 37,56%
Risk-free interest 3.33%

Performance share plan

The balance of the outstanding Performance Share Rights granted in the plan of 2022 to the members of the Executive Management ("Beneficiaries") is 627.816. One Performance Share Right can be converted into "matching" or Performance Shares of Deceuninck NV at the vesting date (16th August 2025), provided the Beneficiaries invested in Deceuninck Shares before 31 December 2022. The reference share price is 2.41 EUR and is equal to the average share price between 15th July 2022 and 15th August 2022.

22. Related parties

During 2022, the Group made no purchases (€ 26 thousand in 2021) and no sales (no sales in 2021), under normal market conditions, from or to companies to which Directors of the Group, owning shares of the Group, are related to. The purchases mainly relate to repair and maintenance of cars.

Furthermore, during 2022, the Group made no purchases (no purchases in 2021) and sales of € 1,542 thousand (€ 1,053 thousand in 2021), under normal market conditions, from or to So Easy Belgium BV or related companies. Both the purchases and the sales mainly related to the cross-charge of incurred costs and provided services.

At year-end, there is an outstanding position of trade and other receivables of € 5,528 thousand (€ 4,998 thousand in 2021) and an outstanding payable position of € 234 thousand (€ 166 thousand in 2021) with So Easy Belgium BV or related companies. The outstanding receivable position is mainly related to working capital financing.

Total remuneration of members of the Board in 2022 amounted to € 274 thousand (€ 422 thousand in 2021). This amount includes additional remunerations granted to Directors for their involvement in Board committees. These remunerations are granted by the General Meeting and are included in general expenses. Directors charged with special missions and projects can receive appropriate remuneration. The Executive Chairman received a remuneration of € 250,000 for the specific projects aluminium and recycling business.

In 2022, the CEO received a total remuneration (fixed + variable) in the amount of € 511 thousand (in 2021 a total remuneration of € 799 thousand). The other members of the Executive Team Group (management committee consisting of the CEO, the CFO, the General Counsel and the CTO/COO) received total remunerations (fixed + variable) of € 803 thousand (in 2021 a total remuneration of € 667 thousand). The members of the Executive Team Regions received total remunerations (fixed + variable) of € 1,315 thousand (in 2021 a total remuneration of € 1,100 thousand).

The split of the remuneration is further disclosed in
the section Corporate Governance Statement of this
annual report.
For 2022, the evaluation criteria for the CEO and the
other members of the Executive Team Group were:
REBITDA Group (40%), Adjusted Free Cash Flow Group
(40%) and non-financial criteria (20%). For the members
of the Executive Team Regions: REBITDA Group (10%),
REBITDA Region (30%), Adjusted Free Cash Flow Group
(10%), Adjusted Free Cash Flow Region (30%) and non
financial criteria (20%).
Options and/or subscription rights on the shares of
the company are granted to members of the Executive
Team Group and Executive Team Regions.
On 23 December 2022, the Extraordinary General
Meeting approved a new subscription rights plan
("Warrant Plan 2022") of 3,000,000 subscription
rights. On 23 December 2022, 250,000 subscription
rights of Warrant Plan 2022 were offered to the CEO,
60,000 subscription rights were offered to each of
the CFO, General Counsel, CTO/COO, CEO Europe
and CEO North America, and 30,000 subscription
rights were offered to the former CEO Turkey and EM.
These subscription rights plans are not related to the
performance of the Group.
PERFORMANCE SHARE PLAN MOVEMENTS 2022 PLAN 2022
Outstanding 2021 -
Accepted 627,816
Exercised -
Forfeited -
Expired -
Outstanding 2022 627,816
Risk-free interest 3.33%

For each invested share, the Beneficiary will be entitled to one or more matching Deceuninck Shares pursuant to the fulfilment of the Performance Condition, defined as a cumulative annual average increase of the Total Shareholder Return as determined in the Plan, the realization of which determines the fraction or the multiple (if any) of Performance Shares a vested Performance Share Right effectively entitles to.

23. Services provided by the external auditor

24. Going concern

25. Risk management

During 2022 the following charges of the external auditor were included in the Group's income statement:

There are no indicators of circumstances that might question the continuity of the activities.

The most important financial risks for the Group are exchange rate risk, interest rate risk, credit risk and liquidity risk.

Exchange rate risk

The exchange rate risk of the Group can be split into two categories: translation risk and transaction risk.

TRANSLATION RISK

Translation risk arises from the conversion of financial figures of foreign subsidiaries outside the Eurozone into the Group's reporting currency, the euro. The currencies most susceptible for this kind of risk are the US dollar and the Turkish lira. This kind of exchange rate risk is not hedged.

TRANSACTIONAL EXCHANGE RATE RISK

Transactional exchange rate risk arises when an entity of the Group enters into a transaction which will be settled in a currency which is not the functional currency of that entity. Transactional exchange rate risk within the Group can be of operational or financial nature.

When this risk is associated with sales and purchases in foreign currencies as a result of the commercial activities of the Group, it is denominated as operational. The most

Audit related services € 596,800
Other services € 48,600

We refer to the additional disclosures as included in Note 25 Risk management – Credit risk & liquidity risk.

important transactional exchange rate risks of operational nature originate from purchases of raw materials in euro and US dollar by the Turkish subsidiary Ege Profil. Sales in euro by this subsidiary mitigate to some extent this risk.

When transactional exchange rate risk is associated with cash or loans in foreign currencies it is denominated as financial. The most important risks of this nature originate from loans and leases in euro and US dollar taken by the Turkish subsidiary Ege Profil. It is important to note that loans in euro and US Dollar on the balance sheet of Ege Profil are to some extent 'naturally hedged' by the net position of trade receivables and payables in euro and US dollar on the same local balance sheet. Any remaining exposure is hedged financially with forward contracts. See also further below.

Some intercompany loans for which repayment is neither planned nor likely in the foreseeable future have been designated as 'Net Investment in Foreign Operations'. As such, the exchange results on these intercompany loans are recognized directly in Other Comprehensive Income and accumulated in a separate component of equity until the disposal of the foreign operation.

FUTURE TRANSACTIONS

Future transactions imply future purchases and sales that are not recognized yet as monetary assets or liabilities on the balance sheet. Normally these transactions are not hedged, but if opportunities arise on the foreign exchange markets, a part of the future purchases in euro or US dollar in Turkey might be hedged. As required by IFRS 7, 'Financial instruments: Disclosures', a sensitivity analysis was carried out on the evolution of the exchange rates. Based on the volatility of the relevant currencies, we have estimated the impact of the possible exchange rate movements on our financial result as follows:

ESTIMATED SENSITIVITY FOR EXCHANGE RATE FLUCTUATIONS

PURCHASE OR SALE Currency Amount Maturity Date MTM 2022
Forward sales AUD 3,000,000 Q2 2023 (54,491)
BRL 17,870,442 Q2 2023 (41,583)
CLP 5,088,247,311 Q2 2023 (33,352)
GBP 790,000 Q2 2023 101,997
INR 697,592,167 Q2 2023 71,998
PLN 58,375,000 Q2 2023 (84,805)
MXN 30,240,000 Q2 2023 (41,651)
TRY 267,950,500 Q2 2023 (53,779)
USD 4,023,000 Q2 2023 3,617
Forward purchases CZK 344,700,000 Q2 2023 143,646
USD 5,324,700 Q2 2023 (17,161)

RECOGNIZED ASSETS AND LIABILITIES

The Group aims to minimize the impact of exchange rate fluctuations on the monetary assets and liabilities recognized on the balance sheet. These exchange rate risks are hedged as much as possible by offsetting monetary assets in one currency (for example trade receivables) against monetary liabilities (for example trade debts) in the same currency ('natural hedging'). The remaining exchange rate risk, after the optimization of natural hedging, is hedged with financial instruments ('financial hedging') if the cost is considered as reasonable.

The most important financial instruments used by the Group for the hedging of foreign exchange rate risks are forward contracts.

It is the policy of the Group to protect its subsidiaries as
much as possible from exchange rate risks. Therefore,
these risks are centralized as much as possible at the
parent company Deceuninck NV and are primarily
managed at Group level. Exchange rate risks at the
Turkish subsidiary Ege Profil are monitored closely by
Corporate Treasury, but are hedged by the Turkish
subsidiaries through local banks.
The table below provides an overview of the existing FX
forward contracts, grouped by currency, at the end of
December 2022:

SENSITIVITY ANALYSIS ON THE POSITION IN FOREIGN CURRENCIES AS PER 31 DECEMBER 2022*

Currency pair
(HC/FC)**
Amount
(in foreign
currency and in
thousand)
Closing rate
31/12/2022
Possible
volatility of the
exchange rate
***
Rate used for the
sensitivity analysis
Effect on revaluation
(in € thousand)
AUD/TRY 6,936 12.70 7.80% 13.6939 11.7839 (25) 27
EUR/BRL (1,630) 5.64 9.30% 6.1630 5.1588 25 (27)
EUR/CLP (369,515) 916.91 9.30% 1002.1826 838.8930 34 (37)
EUR/CZK (470) 24.12 2.90% 24.8154 23.4363 1 (1)
EUR/GBP (190) 0.89 3.90% 0.9215 0.8536 8 (8)
EUR/INR 33,240 88.17 4.30% 91.9624 84.5360 (16) 16
EUR/PLN 719 4.68 4.40% 4.8868 4.4835 (6) 7
EUR/RUB 684,746 75.66 27.80% 96.6875 59.1982 (1,969) 2,516
EUR/TRY 33,371 19.93 6.70% 21.2705 18.6831 (105) 112
EUR/USD (21) 1.07 5.00% 1.1199 1.0158 1 (1)
USD/TRY (41,997) 18.69 5.30% 19.6807 17.7494 106 (112)
USD/MXN 7,098 19.55 5.20% 20.5705 18.5872 (17) 18
Total (1,963) 2,510

* Balance sheet exposure after financial hedging (net-exposures) / ** HC = Home Currency / FC = Foreign Currncy / *** 3 month volatility

If currencies would have weakened/strengthened during 2022 in line with the above-mentioned possible rates, the profit of the financial year would have been about € 2.5 million higher / € 2.0 million lower. The relatively high sensitivity is mainly due to the Group's exposure in Russian Roubles, for which no hedging options at reasonable costs are available.

Interest rate risk

€ 119.7 million out of the € 130.5 million outstanding loans of the Group are loans at a variable interest rate. In order to mitigate the risk of increasing interest rates, Deceuninck has entered into Interest Rate Swaps with a tenor of five years for a total notional amount of € 100 million, whereby it will pay a fixed interest rate and will receive the floating rate (i.e. Euribor 1 month).

On 31 December 2022 a total amount of € 136.9 million financing (including factoring) at a variable interest rate was outstanding, of which € 100 million is hedged by these Interest Rate Swaps. An increase or decrease of the market interest rate by 1.00% would by consequence only

have an impact on the unhedged part (€ 36.9 million) which would result in an increase or decrease of the interest costs by € 369.0 thousand.

Credit risk

The products of the Group are used almost exclusively in the construction industry. Hence, the exposure to credit risk is highly dependent on the performance of the building industry and the general economic conditions. In order to minimize the credit risk, we are closely monitoring the payment behaviour of each debtor. The Group uses credit insurance to mitigate the credit risk related to trade receivables. Two credit insurance policies have been taken out with two different insurers. Commercial limits, based on financial information and on business knowledge, can deviate from the insured credit limits. However, since the COVID-19 pandemic we have done many efforts to lower our commercial limits and have them match the amounts covered by the insurance company as much as possible in order to further reduce our credit risk. In cases where the insured limit is not sufficient we tried to obtain extra guarantees

from our customers (e.g. bank guarantees, promissory notes, letters of credit or pledges on customers assets (machinery, buildings, land plots, etc.)).

Payment behaviour of our customers has been monitored very closely and unpaid invoices have resulted immediately in a blocking of all open orders from day one.

Liquidity risk and risks linked

The Deceuninck Group holds sufficient cash, cash equivalents and committed credit facilities for the funding of its operating activities and there are no factors that cast doubts on whether going concern assumption is appropriate.

Liquidity problems could arise at Restricted Group level if an event of default would occur under one of the credit facility agreements which is not remedied within the foreseen remedy period. In that case, the outstanding amounts under both credit facility agreements might become immediately due and payable, which would jeopardize the liquidity situation of the Restricted Group.

For the Turkish subsidiary Ege Profil, liquidity problems could arise if loans at maturity could not be refinanced through local Turkish banks. Although the Turkish

government is trying to curb credit growth in an attempt
to tame inflation, Ege Profil has so far always been able
to obtain financing thanks to its excellent reputation and
solid financials. In the unlikely case where Turkish banks
would be unable to grant further loans to Ege Profil, an
intra-group loan from Deceuninck NV could provide Ege
Profil with the required funding. In order to detect possible
events of default as a consequence of non-compliance
with financial covenants at an early stage and to enable the
Group to take corrective measures, a mid-term financial
forecast is kept up to date and resulting impact on
covenants is simulated.
In addition to the above-mentioned risk of non
compliance with the financial covenants, the liquidity risk
is also linked to the evolution of the working capital of the
Group, which is highly subject to seasonal fluctuations and
the capital expenditure level of the Group. This is therefore
closely monitored.
Hierarchical classification of fair value
A comparison is provided below between the net carrying
value and the fair value of financial instruments, which
have been included in the financial statements. The fair
value of the loans was calculated by defining the expected
future cash flows, and by discounting these on common,

accepted interest rates.

Net carrying value Fair value
FINANCIAL INSTRUMENTS
(IN € THOUSAND)
2021 2022 2021 2022
Financial assets
Cash and cash equivalents 72,885 58,949 72,885 58,949
Trade receivables 90,756 87,947 90,756 87,947
Financial fixed assets 9 10 9 10
Derivative financial instruments 3,278 3,290 3,278 3,290
Financial liabilities
Loans with a variable interest rate 2,706 119,709 2,706 119,709
Loans with a fixed interest rate 120,590 10,793 122,795 11,080
Financial leasing liabilities 11,472 16,697 11,472 16,697
Derivative financial instruments 650 327 650 327

The Group uses the following hierarchical classification in determining and explaining the fair value of financial instruments by valuation technique:

  • Level 1: quoted (not adjusted) prices in active markets for identical assets or liabilities.
  • Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
  • Level 3: techniques that use input with a significant impact on the recorded fair value that is not based on observable market data.

During the reporting period ending 31 December 2022, there were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements.

The values as determined under 'Level 2' are based on the 'mark-to-market' calculations by the financial institutions providing the financial instruments. As per 31 December 2021 the Group had the following financial instruments.

As per 31 December 2022 the Group has the following financial instruments.

FX forward contracts
Liabilities at fair value
650
650
-
-
650
650
-
-
Assets at fair value 3,278 - 3,278 -
FX forward contracts 3,278 - 3,278 -
DERIVATIVE FINANCIAL INSTRUMENTS -
HIERARCHICAL CLASSIFICATION OF FAIR
VALUE (IN € THOUSAND)
2021
31 december
Level 1 Level 2 Level 3
DERIVATIVE FINANCIAL INSTRUMENTS -
HIERARCHICAL CLASSIFICATION OF FAIR
VALUE (IN € THOUSAND)
2022
31 december
Level 1 Level 2 Level 3
Interest rate swap 2,968 - 2,968 -
FX forward contracts 322 - 322 -
Assets at fair value 3,290 - 3,290 -
FX forward contracts 327 - 327 -
Liabilities at fair value 327 - 327 -

Climate-related matters

In view of climate related matters, the Group's business is not impacted by extreme weather conditions such as droughts or floods.

Macroeconomic environment

The aftermath of the COVID-19 pandemic and the changes in geopolitical situation have led to higher interest rates and a steep increase of the inflation in Europe, Turkey and America. The inflation affects mainly energy costs and salaries. All these costs are being critically reviewed and optimized on a constant basis. These inflation effects were passed through were possible.

As a result of the uncertain geopolitical situation in Russia since the conflict in Ukraine, the Group has fully impaired the Russian property, plant and equipment since the longterm operating plan cannot be guaranteed due to these uncertainties. The Group has no operations in Ukraine and its turnover in the country was not material.

Ownership percentage
NAME OF THE COMPANY REGISTERED OFFICE 2021 2022
AUSTRALIA
Deceuninck Pty. Ltd. Level 1
60 Toorak Road
VIC 3141 South Yarra
100.00 100.00
BELGIUM
Solardec CV Bruggesteenweg 360
8830 Hooglede-Gits
28.77 28.77
Plastics Deceuninck NV Bruggesteenweg 360
8830 Hooglede-Gits
100.00 100.00
Tunal NV Bruggesteenweg 360
8830 Hooglede-Gits
100.00 100.00
BOSNIA AND HERZEGOVINA
Deceuninck d.o.o Prvi mart bb
75270 Zivinice
100.00 100.00
BRAZIL
Deceuninck do Brazil Estrada Boa Vista 575
Galpão 10
CEP 06701 475
Cotia – São Paulo
99.99 99.99
BULGARIA
Deceuninck Bulgaria EOOD 41 Sankt Peterburg Blvd
4000 Plovdiv
100.00 100.00
CHILE
Deceuninck Importadora Limitada El Otoño 472
Lampa
9390306 Santiago
99.99 99.99
CROATIA
Inoutic d.o.o. Industrijska ulica 3
10370 Dugo Selo (Zagreb)
100.00 100.00
Deceuninck d.o.o. Kipišće 13
10434 Strmec Samoborski
100.00 100.00
CZECH REPUBLIC
Deceuninck Spol. s r.o Tuřanka 1519/115a
627 00 Brno-Slatina
100.00 100.00
COLOMBIA
Deceuninck S.A.S. Zona France Parque Central - Variante Turbaco
CII 1 Cra 2-5 DUP 1 Bdg 15
Turbaco - Colombia
100.00 100.00
FRANCE
Deceuninck S.A.S. Zone Industrielle – Impasse des Bleuets
80700 Roye
100.00 100.00
GERMANY
Deceuninck Germany GmbH* Bayerwaldstrasse 18
94327 Bogen
100.00 100.00
Deceuninck Germany Produktions*
GmbH & Co KG
Bayerwaldstrasse 18
94327 Bogen
100.00 100.00
NAME OF THE COMPANY REGISTERED OFFICE Ownership percentage
2021 2022
Deceuninck Holding Germany GmbH* Bayerwaldstrasse 18
94327 Bogen
100.00 100.00
INDIA
Ege Profil Tic, ve San. A.S. (branch) Mannur Village No 523 B Block
Mannur Village – Sriperumbudur Taluk
631203 Chennai
88.32 87.91
Deceuninck Profiles India Private Limited Building 09. Casa Grande Distripark
Satharai Village. Thiruvallur Taluk
Thiruvallur Thiruvallur TN 631203
88.44 88.03
ITALY
Deceuninck Italia S.r.l. Via Padre Eugenio Barsanti. 1
56025 Pontedera (PI)
100.00 100.00
LITHUANIA
Deceuninck Baltic UAB (in liquidation) Saltoniskiu str. 29/3
08105 Vilnius
100.00 100.00
MEXICO
Deceuninck de Mexico SA de CV Huajuapan No. 809 Int 2 C.
Coronango
72680 Puebla
100.00 100.00
POLAND
Deceuninck Poland Sp. z o.o. Jasin. Ul Poznanska 34
62-020 Swarzedz
100.00 100.00
ROMANIA
Deceuninck Romania SRL Sos. De Centura nr. 13A
Complex Key Logistics Center
077040 Chiajna town
Jud.Ilfov
100.00 100.00
RUSSIA
Deceuninck Rus OOO Butlerova str., 17, room 5106
117342 Moscow
100.00 100.00
SLOVAKIA
Deceuninck Slovakia s.r.o. Zámocká 30
811 01 Bratislava – Staré mesto
100.00
SPAIN
Deceuninck NV Sucursal en Espana Avda. De la Industria 1007
Pol. Ind. Antonio del Rincon
45222 Borox – Toledo
100.00 100.00
THAILAND
Deceuninck (Thailand) Co. Ltd. 2/3 Bangna Towers A 17fl RM 1704B
Bangna-Trad. Km 6.5
Bangkaew. Bangplee
Samutprakarn 10540
74.00 74.00
Asia Profile Holding Co. Ltd. 2/3 Bangna Towers A 17fl RM 1704B
Bangna-Trad. Km 6.5
Bangkaew. Bangplee
Samutprakarn 10540
48.95 48.95
NAME OF THE COMPANY REGISTERED OFFICE Ownership percentage
2021 2022
THE NETHERLANDS
Deceuninck Kunststof BV Zinkstraat 24, unit C8725
4823AD Breda
100.00 100.00
TURKEY
Ege Profil Ticaret ve Sanayi A.Ş Atatürk Plastik OSB Mahallesi. 5. Cadde No: 4
Menemen/İZMİR
35660 IZMIR
88.32 87.91
Ege Pen A.Ş Atatürk Plastik OSB Mahallesi. 5. Cadde No: 4
Menemen/İZMİR
35660 IZMIR
100.00 100.00
UNITED KINGDOM
Deceuninck Ltd. Unit 2. Stanier Road
Porte Marsh
Calne – Wiltshire SN11 9PX
100.00 100.00
Status Systems PVCU Ltd. Unit 2. Stanier Road
Porte Marsh
Calne – Wiltshire SN11 9PX
100.00 100.00
Range Valley Extrusions Ltd. Unit 2. Stanier Road
Porte Marsh
Calne – Wiltshire SN11 9PX
100.00 100.00
Deceuninck Holdings (UK) Ltd. Unit 2. Stanier Road
Porte Marsh
Calne – Wiltshire SN11 9PX
100.00 100.00
UNITED STATES
Deceuninck North America Inc. 351 North Garver Road
Monroe. 45050 Ohio
100.00 100.00
Deceuninck North America. LLC 351 North Garver Road
Monroe. 45050 Ohio
100.00 100.00
Equity investees, refer to Note 8:
Ownership percentage
NAME OF THE COMPANY REGISTERED OFFICE 2021 2022
BELGIUM
So Easy Belgium BV Stokkelaar 13
9160 Lokeren
50.00 50.00
POLAND
So Easy System Sp. Z.o.o. ul. Dunska 4
05-152 Czosnow
50.00 50.00
Decalu Solutions Sp. z.o.o. ul. Dunska 4
05-152 Czosnow
51.00 51.00

* The subsidiary Deceuninck Germany GmbH makes use of the exemptions available in § 264 (3) HGB and subsidiary Deceuninck Germany Productions GmbH & Co. KG of 264 b HGB with regard to the publication of annual financial statements and the drawing up of a management report and notes to the financial statements. The Group Financial Statements of Deceuninck NV serve as exempting consolidated financial statements for these companies.

The Group guarantees the debts of these companies as at 31 December 2022 in the following fiscal year 2023.

Deceuninck NV–Belgium

2.6.3 Deceuninck NV

The following pages are extracts from the annual report and financial statements of Deceuninck NV. The complete version of the financial statements and the annual report will be available on request and via the Deceuninck website, at the times stipulated by the Belgian Code on Companies. The annual financial statements and the annual report are prepared in

The operating revenues have increased, mostly because raw material prices were higher throughout the year, reflecting in significant surcharges on our selling prices. Sales volumes remained overall quite stable, despite the challenging market conditions.

The cost of goods sold increased due to an unfavorable evolution of the raw material prices. Within other goods and services, we note higher energy costs and higher

The most important fluctuations are:

  • Increase in fixed assets totals as a result of important investments in extra metal stillages, capacity increase for the Diksmuide recycling plant and IT related investments.
  • Increase in stock levels due to general price increases and to respond to increased demand
  • Decrease in trade receivables linked to closer follow also on the outstanding intercompany trade receivables

accordance with Belgian legal requirements, which differ considerably from the IFRS accounting principles that are applied to the consolidated financial statements. The External Auditor has issued an unqualified opinion regarding the 2022 annual financial statements of Deceuninck NV.

logistics costs, partly offset by lower marketing expenses. Payroll costs increased due to higher number of average FTE to rightsize the organization on recent years growth, and because of several cost of living increases.

The financial income mainly consists of intercompany dividends and interests while the financial costs are related to interests, foreign exchange results and impairments on participations.

  • Repayment of the retail bond facility with expiry date December 2022
  • Drawdown of 112 million on the new 120 million sustainability linked loan facility with a tenor of 5 years.
  • Decrease in trade payables as a result of actions taken to optimize stock levels.

Income statement

Balance sheet

ALANCE SHEET (IN € THOUSAND)
tangible fixed assets
angible fixed assets
inancial fixed assets
)ther receivables
lon-current assets
ventories
rade receivables
)ther receivables
ash and cash equivalents
ther current assets
urrent assets
OTAL ASSETS
sued capital
hare premiums
eserves
etained earnings
quity
rovisions and deferred taxes
ong-term debts
hort-term debts
(ther liabilities
iabilities
OTAL EQUITY AND LIABILITIES

The income statement for 2022 is presented below:

INCOME STATEMENT (IN € THOUSAND) 2021 2022
Operating revenues 267,800 302,862
Operating costs (260,148) (306,743)
Operating Profit 7,652 (3,881)
Financial income 9,838 52,634
Financial costs (10,326) (34,566)
Profit (+) / Loss (-) For The Financial Year Before Taxes 7,164 14,187
Income taxes (259) 4
Profit (+) / Loss (-) For The Financial Year 6,905 14,191
Profit (+) / Loss (-) For The Financial Year Available For Appropriation 6,905 14,191
BALANCE SHEET (IN € THOUSAND) 2021 2022
Intangible fixed assets 2,292 1,570
Tangible fixed assets 31,438 37,266
Financial fixed assets 210,471 219,675
Other receivables 53,884 58,871
Non-current assets 298,085 317,382
Inventories 38,258 43,475
Trade receivables 48,598 41,498
Other receivables 29,333 26,294
Cash and cash equivalents 8,194 9,226
Other current assets 3,788 6,195
Current assets 128,171 126,688
TOTAL ASSETS 426,256 444,070
Issued capital 54,441 54,505
Share premiums 94,494 94,749
Reserves 15,520 15,520
Retained earnings 54,333 60,236
Equity 218,788 225,010
Provisions and deferred taxes 777 757
Long-term debts - 112,000
Short-term debts 205,597 104,632
Other liabilities 1,094 1,671
Liabilities 206,691 218,303
TOTAL EQUITY AND LIABILITIES 426,256 444,070
APPROPRIATION OF THE RESULTS OF DECEUNINCK NV (IN € THOUSAND) 2021 2022
Profit / (loss) from the fiscal year for appropriation 6,905 14,191
Profit carried forward from previous year 55,760 54,333
Profit to be appropriated 62,665 68,524
Dividend 8,278 9,673
Allocation to legal reserves 54 6
Profit to be carried forward 54,333 58,845
TOTAL 62,665 68,524

2.6.4 External auditor's report

We present to you our statutory auditor's report in the context of our statutory audit of the consolidated accounts of Deceuninck 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. 28 April 2020, 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 2022. We have performed the statutory audit of the Company's consolidated accounts for 3 consecutive years.

Report on the consolidated accounts

Unqualified opinion

We have performed the statutory audit of the Group's consolidated accounts, which comprise the consolidated balance sheet as at 31 December 2022, the consolidated income statement, 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 balance sheet total of EUR '000 709,598 and a net profit attributable to the shareholders of the parent company of EUR '000 5,980.

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 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for unqualified opinion

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.

Result appropriation

The Board of Deceuninck NV will propose to the General Meeting to distribute a gross dividend of 0.07 euro per share.

Statutory auditor's report to the general shareholders' meeting of Deceuninck NV on the consolidated accounts for the year ended 31 December 2022.

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;

  • Evaluate the overall presentation, structure and content of the consolidated accounts, including the disclosures, and whether the consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation;
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with 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.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report on the consolidated accounts, the separate report on nonfinancial information and the other information included in the annual report on the consolidated accounts.

Statutory auditor's responsibilities

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, the separate report on non-financial information and the other information included in the annual report on the consolidated accounts and to report on these matters.

Aspects related to the directors' report on the consolidated accounts and to the other information included in the annual report on the consolidated accounts

In our opinion, after having performed specific procedures in relation to the directors' report on the consolidated accounts, 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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated accounts of the current period. We have determined that there are no key audit matters to report.

Responsibilities of the board of directors for the preparation of the consolidated accounts

The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in accordance with International Financial Reporting 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 determine 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 intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the consolidated accounts

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 scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting

accounts and the other information included in the annual 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, there are no material misstatements we have to report to you.

The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations' Code is included in the directors' report on the consolidated accounts. The Company has prepared the non-financial information, based on the reference framework Global Reporting Initiative (GRI) Standards. However, in accordance with article 3:80, §1, 5° of the Companies' and Associations' Code, we do not express an opinion as to whether the non-financial information has been prepared in accordance with the Global Reporting Initiative (GRI) Standards as disclosed in the directors' report on the consolidated accounts.

Statement related to independence

  • 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.

European Uniform Electronic Format ("ESEF")

In accordance with the standard on the draft verification of the compliance of the financial statements with the European Uniform Electronic Format (hereinafter "ESEF"), we must verify whether the ESEF format is in accordance 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 complies in all material respects with the ESEF requirements under the Delegated Regulation.

The digital consolidated financial statements have not yet been submitted to us at the date of this report.

If, in our audit of the digital consolidated financial statements, we determine that there is a material misstatement, we will be required to report the matter to the board of directors and request the latter to make any necessary changes. If this does not happen, we will be forced to adjust this report due to the fact that the format of and the marking of information in the digital consolidated financial statements included in the annual financial statements report of Deceuninck NV does not conform in all material respects with the ESEF requirements under the Delegated Regulation.

Other statements

This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.

Ghent, 28 February 2023

The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV represented by

Lien Winne Réviseur d'Entreprises / Bedrijfsrevisor Statutory auditor's report to the general shareholders' meeting, in accordance with article 12 of the royal decree of 14 November 2007, regarding the compliance of the consolidated financial statements in the form of an electronic file of Deceuninck NV as at 31 December 2022 with the ESAF (European Single Electronic Format) requirements and taxonomy under the delegated regulation (EU) 2019/815.

Mission

In accordance with article 12 of the Royal Decree of 14 November 2007, the statutory auditors' mission is to report on the format and XBRL marking language of the digital consolidated financial statements in the form of an electronic file (hereinafter "digital consolidated financial statements") in accordance with the ESEF requirements and taxonomy (more specifically the provisions in force as laid down in the ESEF Regulatory Technical Standard, "ESEF RTS" under Delegated Regulation (EU) 2019/815 dated 17 December 2018) applicable to the digital consolidated financial statements as at 31 December 2022.

This report follows our statutory auditor's report to the general shareholders meeting of Deceuninck NV in the context of the consolidated annual accounts for the year ended 31 December 2022 due to the untimely receipt of the digital consolidated financial statements.

Responsibilities of the board of directors

This responsibility includes the selection and application of the most appropriate methods to prepare the digital consolidated financial statements. In addition, the responsibility of the board of directors includes designing, implementing and maintaining systems and processes relevant to the preparation of the digital consolidated financial statements that are free from material misstatement resulting from fraud or errors. The board of directors should verify that the digital consolidated financial statements are consistent with the human-readable consolidated financial statements.

The board of directors is responsible for the preparation of the digital consolidated financial statements as included in the annual financial report in accordance with the ESEF requirements ("ESEF RTS") applicable to the digital consolidated financial statements as at 31 December 2022. We conducted our work in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised) "Assurance Engagements other than Audits or Reviews of Historical Financial Information". This standard requires that we comply with ethical requirements and that we plan and perform the engagement to obtain

Statutory auditor's responsibility

Our responsibility is to express a conclusion as to whether the format and the marking language XBRL of the digital consolidated financial statements of Deceuninck NV per 31 December 2022 complies in all material respects with the ESEF technical regulatory standards under Delegated Regulation (EU) 2019/815 based on the work we perform.

reasonable assurance about whether nothing has come to our attention that causes us to believe that the digital consolidated financial statements are, in all materiality, in that respect would not have been prepared in accordance with the ESEF technical regulatory standards applied by the Company.

The selection of the procedures performed depends on our judgment and assessment of the risk of material misstatement in the digital consolidated financial statements and in the statements of the board of directors. The entirety of the work performed by us consisted of, among other things, the following procedures:

  • Verify that the digital consolidated financial statements in XHTML format have been prepared in accordance with Article 3 of the Delegated Regulation;
  • Obtain an understanding of the processes of the Company's practice in the XBRL marking language of its digital consolidated financial statements and of the internal controls relevant to the certification, in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the internal controls that are designed to provide reasonable assurance about whether the XBRL marking language of the digital consolidated financial statements complies in all material respects with the ESEF regulatory technical standards;
  • Obtaining sufficient appropriate audit evidence about the effective operation of controls relevant to the XBRL marking language of the digital consolidated financial statements of Deceuninck NV per 31 December 2022;
  • Reconciliation of the marked data with the audited consolidated financial statements of Deceuninck NV per 31 December 2022;
  • Assessing the completeness and fairness of the marking language of the digital consolidated financial statements prepared by the Company;
  • Assessing the appropriateness of the Company's use of the XBRL elements of the ESEF taxonomy and assessing the creation of the extension taxonomy.

Our independence and quality control

We have complied with the independence requirements and other ethical requirements of the legislation and regulations in force in Belgium that apply in the context of our assignment. These are founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies the International Standard on Quality Control (ISQC) n°1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance Related Services Engagements, and accordingly, maintains a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements

Our opinion

In our opinion, based on the procedures performed, the format and the marking language of the digital consolidated financial statements as included within the annual financial report of Deceuninck NV per 31 December 2022 complies in all material respects with the ESEF requirements under the Delegated Regulation (EU) 2019/815.

We do not express an audit opinion, a review conclusion or any other assurance conclusion on the consolidated financial statements themselves in this report. Our audit opinion on the Group's consolidated financial statements is set out in the statutory auditor's report dated 28 February 2023.

Other matter

The consolidated financial statements of Deceuninck NV (the "Company") and its subsidiaries (jointly "the Group") have been prepared by the board of directors of the Company on 28 February 2023 and has been subject to a statutory audit. Our statutory auditor's report (signed on 28 February 2023) includes an unqualified opinion on the true and fair view of the Group's equity and consolidated financial position as of 31 December 2022, as well as its consolidated results and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Ghent, 24 March 2023

The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV represented by

Lien Winne Réviseur d'Entreprises / Bedrijfsrevisor

2.6.5 Management Responsibility Statement

The undersigned declare that:

  • the annual financial statements have been prepared in conformity with the applicable standards for financial statements, and that they give a fair view of equity position, of the financial condition and of the results of the Company, including those companies that have been included in the consolidated figures;
  • the annual report gives a true overview of the developments and results of the Company and of companies that have been included in the consolidated figures, also providing a true description of the most important risks and insecurities with which it is confronted, as defined in the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market.

Beneconsult BV represented by Francis Van Eeckhout Executive Chairman

HumbleBee Partners BV represented by Bruno Humblet CEO

Deceuninck Group Share

Deceuninck Group (ticker DECB, ISIN BE0003789063) has been listed on Euronext Brussels since 1985. Being listed provides the Group with alternative forms of financing, enhances visibility and ensures compliance and transparency.

Number and types of shares

The company capital amounts to € 54,504,981.48 and is represented by 138,202,261 shares. There are 88,605,492 dematerialised shares and 49,596,769 registered shares. Deceuninck Group holds 13,103 treasury shares as at 31 December 2022.

Quotation on the stock exchange

Deceuninck Group shares are listed under the code DECB and are traded on the Continuous segment of Euronext Brussels. DECB is part of the BEL Mid® index. ICB sectorial classification: 2353 Building materials & fixtures.

Evolution of the Deceuninck Group share price

The closing price of the Deceuninck Group share decreased from € 3.36 on 31 December 2021 to € 2.45 on 30 December 2022. The Volume Weighted Average Price (VWAP) for 2022 was €2.54. The lowest closing price was € 1.90 on 12 October 2022 and the highest closing price was € 3.69 on 13 January 2022. The average number of shares traded per day in 2022 was 123,225 versus 150,379 in 2021.

Dividends

At the Annual General Meeting scheduled on 25 April 2023, the Board of Directors will propose to pay a dividend of € 0.07 per share for the financial year 2022.

Institutional investors and financial analysts

Deceuninck Group continuously and consistently informed the financial community about the evolution of the Group. Press releases with the annual and half year results were issued at scheduled intervals before stock exchange opening and published on the Investors page on our website (www.deceuninck.com/Investors) and on the website of the FSMA. A comprehensive press release on the FY 2022 results is released on 1 March 2023.

Institutional investors at home and abroad were informed by Deceuninck Group during several virtual conferences.

Sell side financial analysts covering Deceuninck Group: Kris Kippers (Degroof Petercam), Maxime Stranart (ING), Alexander Craeymeersch (Kepler Cheuvreux) and Wim Hoste (KBC Securities).

Investor relations contact

Investor relations: Serge Piceu Telephone: +32 (0) 51 239 219 E-mail: [email protected] Website: http://www.deceuninck.com/investors Address: Deceuninck NV, Bruggesteenweg 360, 8830 Hooglede-Gits, Belgium

On the Investors page of the Deceuninck Group corporate website (http://www.deceuninck.com/ investors) you can register to receive financial press releases per e-mail.

Financial calendar 2023

01 March 2023

↓ FY 2022 Results

25 April 2023 ↓

General Meeting of Shareholders

AUSTRALIA

Deceuninck Pty. Ltd. Level 1 60 Toorak Road VIC 3141 South Yarra

Deceuninck Pty. Ltd.

Warehouse B 88-106 Kyabram Street VIC 3048 Coolaroo T +61 3 9357 5033 – F +61 3 9357 5611 [email protected]

BELGIUM

Deceuninck NV

Plastics Deceuninck NV Bruggesteenweg 360 8830 Hooglede-Gits T +32 51 239 211 – F +32 51 227 993 www.deceuninck.com [email protected]

Deceuninck NV - Divisie Compound

Cardijnlaan 15 8600 Diksmuide T +32 51 502 021 – F +32 51 504 948

SolarDec CV Bruggesteenweg 360 8830 Hooglede-Gits T +32 51 239 211 – F +32 51 227 993

Tunal NV Bruggesteenweg 360 8830 Hooglede-Gits T +32 51 239 211 – F +32 51 227 993

BOSNIA AND HERZEGOVINA

Deceuninck d.o.o.

Prvi mart bb 75270 Zivinice T +387 35 773313 – F +387 35 773312 www.deceuninck.ba [email protected]

BRAZIL

Deceuninck do Brazil

Estrada Boa Vista 575 Galpão 10 CEP 06701 475 Cotia – São Paulo Brazil T +55 11 4148 3982 [email protected] www.deceuninck.com.br

BULGARIA

Deceuninck Bulgaria EOOD

41 Sankt Peterburg Blvd. 4006 Plovdiv T +359 32 63 72 95 [email protected]

CHILE

Deceuninck Importadora Limitada

El Otoño 472 Lampa 9390306 Santiago T +562 32750800 [email protected]

CHINA

Rep. Office Deceuninck NV China (Qingdao)

8 Dong Chuan Lu (5#-2-404 Bo Yue Lan Ting) 266000 Licang, Qingdao, Shandong T +86 532 858 903 57 [email protected]

COLOMBIA

Deceuninck S.A.S.

Zona Franca Parque Central - Variante Turbaco Cll 1 Cra 2-5 DUP 1 - Bdg 14 15 16 Turbaco – Colombia +57 5 6517017 [email protected] www.deceuninck.co

Deceuninck S.A.S.

Barrio Bocagrande, Cl 7 Cr 1 – 63 Cartagena – Colombia [email protected] www.deceuninck.co

CROATIA

Inoutic d.o.o.

Industrijska ulica 3 10370 Dugo Selo (Zagreb) T +385 1 278 1353 – F +385 1 278 1351

Deceuninck d.o.o

Kipišće 13 10434 Strmec Samoborski T +385 1 278 1353 – F +385 1 278 1351

[email protected] www.deceuninck.hr

CZECH REPUBLIC

Deceuninck Spol. s r.o

Tuřanka 1519/115a 627 00 Brno-Slatina T +420 547 427 777 [email protected] www.deceuninck.cz

FRANCE

Deceuninck SAS

Zone Industrielle – Impasse des Bleuets 80700 Roye T +33 3 22 876 666 [email protected] www.deceuninck.fr

GERMANY

Deceuninck Holding Germany GmbH

Deceuninck Germany Produktions GmbH & Co KG

Deceuninck Germany GmbH

Bayerwaldstraße 18 94327 Bogen T +49 94 22 821 0 – F +49 94 22 821 379

Deceuninck Germany GmbH

Warehouse Industriestrasse 2-4 94336 Hunderdorf T +49 94 22 821 0 – F +49 94 22 821 379 www.deceuninck.de [email protected]

Addresses

INDIA

Deceuninck Profiles India Private Limited

Building 09. Casa Grande Distripark Satharai Village. Thiruvallur Taluk 631203 Chennai T +91 87 54 57 40 63

Deceuninck Profiles India Private Limited

Warehouse 4, Value Spaces Realtors Private Limited Tauru Road, 3,5Km at Bilaspur Pathrair Gurugram – 122413, Haryana T +91 87 54 55 01 65

Sales offices

Deceuninck Profiles India Private Limited

209, Block 4, Emerald Plaza, Gladys Alwares Road, Hiranandani Meadows 400610 Thane +91 89 25 80 66 65

Deceuninck Profiles India Private Limited

3157 Indira Nagar Double Road, Apparddipalya Indira Nagar, Bengaluru 560008 Bengaluru T +91 93 84 66 73 25

[email protected] www.deceuninck.in

ITALY

Deceuninck Italia S.r.l. Via Padre Eugenio Barsanti 1 56025 Pontedera (Pl) T +39 0587 59920 – F +39 0587 54432 [email protected]

www.deceuninck.it

MEXICO

Deceuninck de Mexico SA de CV

Huajuapan No. 809 Int 2 C. Coronango 72680 Puebla [email protected] www.deceuninck.com.mx

THE NETHERLANDS

Deceuninck Kunststof BV Zinkstraat 24, unit C8725 4823AD Breda

POLAND

Deceuninck Poland Sp. Z o.o. Jasin, Ul. Poznanska 34 62-020 Swarzedz T +48 61 81 87000 – F +48 61 81 87001 [email protected] www.deceuninck.pl

Deceuninck Poland Sp. Z o.o. EMABO Waldemar Ślebioda, ul. Parkowa 3 Sepno 64-060 Wolkowo

Deceuninck Poland Sp. Z o.o. Imperial Logistics, ul. Rabowicka 13 62-020 Swarzedz

Deceuninck Poland Sp. Z o.o. Bud-Rental Investment - Bugay, ul. Kobylnicka 52 62-007 Biskupice

Deceuninck Poland Sp. Z o.o. Lech Fabrics - ul. Krajowa 17 62-025 Kostrzyn

ROMANIA

Deceuninck Romania SRL

Soseaua de Centura 13A Complex KLC 077040 Chiajna town, judetul ILFOV T +40 21 327 49 52 [email protected] www.deceuninck.ro

RUSSIA

Deceuninck Rus OOO Butlerova str., 17, room 5106 117342 Moscow +7 (499) 110-05-22

Deceuninck Rus OOO

pr. Naumova 5 Moscow region 142281 Protvino

Deceuninck Rus OOO

Chapaeva str. 39a Sverdlov region 623704 Berezovsky T +7 (499) 110-05-22

[email protected] www.deceuninck.ru

SLOVAKIA

Deceuninck Slovakia s.r.o. Zámocká 30 811 01 Bratislava – Staré mesto [email protected] www.deceuninck.sk

SPAIN

Deceuninck NV Sucursal en España

Avda. de la Industria 1007 Pol. Ind. Antonio del Rincón 45222 Borox – Toledo T +34 925 527 241 www.deceuninck.es [email protected]

THAILAND

Deceuninck (Thailand) Co.Ltd

79/74 Moo 12, Bangna-Trad Rd Bangkaew Bangplee 10540 Samutprakarn T +66 2 751 9544 5 [email protected]

Deceuninck (Thailand) Co.Ltd

79/81 Moo 12, Bangna-Trad Rd Bangkaew Bangplee 10540 Samutprakarn T +66 2 751 9544 5 [email protected] www.deceuninck.co.th

TURKEY

Ege Profil Tic.ve San.A.Ş

Atatürk Plastik OSB Mahallesi, 5. Cadde No. 4 Menemen – 35660 İzmir T +90 232 398 98 98 – F +90 232 376 71 63 [email protected]

Ege Profil Tic.ve San.A.Ş

Sarımeşe Mah. Suadiye Cad. Winsa İdari Bina Apt. No. 5 Kartepe – 41400 İzmir T +90 262 371 57 27 – F +90 262 371 57 28 [email protected]

Ege Profil Tic.ve San.A.Ş Çepni Mah. Bağdat Cad. No. 35 Suadiye Kartepe – 41400 İzmir T +90 262 371 57 27 – F +90 262 371 57 28 [email protected]

Ege Profil Tic.ve San.A.Ş Atatürk Plastik OSB Mahallesi, 1. Cadde No. 5 Menemen – 35660 İzmir T +90 232 398 98 98 – F +90 232 376 71 63 [email protected]

Sales offices

Ege Profil Tic.ve San.A.Ş Kızılırmak Mah. 1446 Sk. No. 12/17 Çukurambar Çankaya – 06530 Ankara T +90 312 442 83 60 – F +90 312 442 71 11 [email protected]

Ege Profil Tic.ve San.A.Ş Kozyatağı mah. Çardak sokak Herti Plaza B Blok No: 1/2 Kat: 1 Kadıköy/İstanbul T +90 216 537 13 60 – F +90 216 537 13 64 [email protected]

Ege Profil Tic.ve San.A.Ş Yeni Mahalle 87071 Sok. Bozkurtlar Rezidans No. 50 K.3 D.3 Seyhan – 01200 Adana T +90 322 247 23 90 – F +90 322 247 23 85 [email protected]

Ege Profil Tic.ve San.A.Ş Kızılırmak Mah, 1446 Cad. Alternatif Plaza No. 12/26 Çukurambar Çankaya – 06530 Ankara T +90 312 440 16 15 – F +90 312 441 11 18 [email protected]

Ege Profil Tic.ve San.A.Ş Yeni Mahalle 87071 sk. No. 50-1 Bozkurtlar Recidance Kat. 3 Daire: 2 Seyhan – 01200 Adana T +90 322 247 23 80 – F +90 322 247 23 81 [email protected]

Ege Profil Tic.ve San.A.Ş Beylikbağı mah. İstanbul Cad, No. 29 Gebze – 41400 Kocaeli T +90 262 371 57 27 – F +90 262 371 28 38 [email protected]

Ege Profil Tic.ve San.A.Ş Yeni Mah. 87071 Sok. Bozkurtlar Rezidans K. 12 No. 20 Seyhan – 01200 Adana T +90 322 233 52 13-14 – F +90 322 233 52 15 [email protected]

UNITED KINGDOM

Deceuninck Holdings UK Ltd.

Deceuninck Ltd.

Range Valley Extrusions Ltd.

Status Systems PVCU Ltd.

Unit 2. Stanier Road Porte Marsh Calne – Wiltshire SN11 9PX T +44 1249 816 969 – F +44 1249 815 234

Deceuninck Ltd. - warehouse

Beversbrook Industrial Estate Porte Marsh Calne – Wiltshire SN11 9PX T +44 1249 816 969 – F +44 1249 815 234 www.deceuninck.co.uk [email protected]

UNITED STATES

Deceuninck North America LLC

Deceuninck North America Inc. 351 North Garver Road 45050 Monroe, Ohio T 001 513 539 4444 – F 001 513 539 5404

Deceuninck North America LLC 203 North Garver Road 45050 Monroe, Ohio T 001 513 539 4444 – F 001 513 539 5404

Deceuninck North America Inc. 240 Nevada Pacific Parkway 89408 Fernley, Nevada T 001 513 539 4444 – F 001 513 539 5404

[email protected] www.deceuninckna.com

Glossary

EBITDA EBITDA is defined as operating profit 2021
/ (loss) adjusted for depreciation /
amortizations and impairment of fixed
Operating profit 54,278 2022
47,239
assets. Depreciations & impairments (38,553) (50,090)
EBITDA 92,832 97,328
Adjusted EBITDA Adjusted EBITDA is defined as
operating profit / (loss) adjusted
2021 2022
for (i) depreciations, amortizations
and impairment of fixed assets, (ii)
EBITDA 92,832 97,328
integration & restructuring expenses,
(iii) gains & losses on disposal of
Integration & restructuring
expenses
4,907 4,945
consolidated entities, (iv) gains & losses
on asset disposals, (v) impairment of
goodwill and impairment of assets
resulting from goodwill allocation.
Adjusted EBITDA 97,739 102,274
EBIT EBIT is defined as Earnings before 2021 2022
interests and taxes (operational result). EBITDA 92,832 97,328
Depreciations & impairments (38,553) (50,090)
EBIT 54,278 47,239
EBT EBT is defined as Earnings before taxes.
EPS (non-diluted) EPS (non-diluted) are the non-diluted
earnings per share and is defined
as Earnings attributable to ordinary
shareholders over the weighted
average number of ordinary shares.
EPS (diluted) EPS (diluted) are the diluted earnings
per share and is defined as Earnings
attributable to ordinary shareholders
over the sum of weighted average
number of ordinary shares and the
weighted average number of ordinary
shares which would be issued upon
conversion into ordinary shares of all
exercisable warrants leading to dilution.
Net debt Net debt is defined as the sum of 2021 2022
current and non-current interest
bearing borrowings minus cash and
cash equivalents.
Interest-bearing loans –
non-current
13,002 130,748
Interest-bearing loans - current 121,765 16,452
Cash and cash equivalents (72,885) (58,949)
Net debt 61,882 88,251
Working capital Working capital is calculated as 2022
the sum of trade receivables and
inventories minus trade payables.
Trade receivables 90,756 87,947
Inventories 169,589 171,722
Trade payables (176,009) (144,023)
Working capital 84,336 115,646
Capital employed
(CE)
The sum of non-current assets and
working capital.
2021 2022
Working capital 84,336 115,646
Non-current assets 270,555 324,706
Capital employed (CE) 354,890 440,352
Subsidiaries Companies in which the Group owns
a participation in excess of 50 % or
companies over which the Group has
control.
MTM Mark-to-Market.
Headcount (FTE) Total Full Time Equivalents including
temporary and external staff.
Restricted Group The Restricted Group consists of all
entities of the Group excluding Turkish
subsidiaries and their subsidiaries.
Leverage Leverage is defined as the ratio of Net
debt to LTM (Last Twelve Months)
2021 2022
Adjusted EBITDA. Net debt 61,882 88,251
LTM Adjusted EBITDA 97,740 102,274
Leverage 0.63 0.86
Topic Disclosure Reference
1. The organization and its 2-1 Organizational details Legal and organizational structure
reporting practices 2-2 Entities included in the organizations'
sustainability reporting
People: all entities
Planet: extrusion and foiling sites
2-3 Reporting period, frequency, contact point 01/01/2022-31/12/2022. Annual.
Publication date: March 1st, 2022,
contact: [email protected]
2-4 Restatements of information No restatements
2-5 External assurance No external assurance
2. Activities and workers 2-6 Activities, value chain and other
business relationships
What we do
How we create value
2-7 Employees People
Methodology: FTE
2-8 Workers who are not employees People (temporary employees)
Methodology: FTE
3. Governance 2-9 Governance structure and composition The Board and its Committees -
Composition of the Board -
Composition of its committees
2-10 Nomination and selection of
the highest governance body
Article 34 of the Belgian Royal Decree of
14 November 2007 - Rules governing the
appointment and replacement of Board
members and the amendment of the
Articles of Association of Deceuninck NV
Diversity Policy - Criteria
2-11 Chair of the highest governance body The Board and its Committees -
Composition of the Board
2-12 Role of the highest governance body in
overseeing the management of impacts
Sustainability - Governance
2-13 Delegation of responsibility
for managing impacts
Information unavailable/incomplete
2-14 Role of the highest governance
body in sustainability reporting
Sustainability - Governance
2-15 Conflicts of interest Transactions between related parties +
Transactions between the Company and
its Directors, not covered by the legal
provisions governing conflicts of interest

GRI Index

Disclosure Reference
GENERAL DISCLOSURES GRI 101 — 2022
Topic
4. Strategy, policies
and practices
5. Stakeholder management
2-16 Communication of critical concerns Information unavailable/incomplete
2-17 Collective knowledge of the
highest governance body
Information unavailable/incomplete
2-18 Evaluation of the performance of
the highest governance body
The Board and its Committees -
main features of the evaluation process
2-19 Remuneration policies Remuneration report
2-20 Process to determine
remuneration
Remuneration report
2-21 Annual total compensation ratio Information unavailable/incomplete
2-22 Statement on sustainable
development strategy
Message from the Chairman and the CEO
2-23 Policy commitments Code of Conduct (signed by employees):
Community - Business ethics Supplier
Code of Conduct (signed by suppliers):
Community - Business ethics in
the supply chain
2-23 Level at which each of the policy
commitments was approved
within the organization
Executive Management
2-24 Embedding policy commitments Information unavailable/incomplete
2-25 Processes to remediate negative impacts Information unavailable/incomplete
2-26 Mechanisms for seeking advice
and raising concerns
Reporting via e-mail to the trust persons,
the compliance officer or Chairman of the
Audit Committee
2-27 Compliance with laws and regulations Number of non-compliances: 0
2-28 Membership associations EPPA, Esscencia
2-29 Approach to stakeholder engagement Strategy - Materiality Analysis
2-30 Collective bargaining agreements
GRI TOPIC -SPECIFIC DISCLOSURES
Topic Disclosure Reference to the Sustainability Report
Anti-corruption GRI 205 1. Communication and training about anti
corruption policies and procedures
Community - Results and Targets -
2. Confirmed incidents of corruption and
actions taken
Business Ethics
Environment GRI 301 1. Materials used by weight or volume Planet - Results and Targets - Product
2. Recycled input materials used Design and Lifecycle Management
GRI 302 1. Energy consumption within and outside
the organization
Planet - Results and Targets -
3. Energy intensity Energy Management
GRI 303 3. Water consumption Planet - Results and Targets -
Water Management
1. Direct (Scope 1) GHG emissions
2. Energy indirect (Scope 2) GHG
emissions
Planet - Results and Targets -
GRI 305 3. Other indirect (Scope 3) GHG
emissions
Carbon Management
4. Reduction of GHG emissions
GRI 306 1. Waste generated Planet - Results and Targets -
Waste Management
Social GRI 405 1. Diversity of governance bodies and
employees
Corporate Governance Statement -
Diversity Policy People -
Results and Targets - Diversity
1. Assessment of the customer health and safety
impacts of product and service categories
GRI 416 2. Incidents of non-compliance
concerning the health and safety impacts of
products and services
Community - Results and Targets -
Health and Safety of the End-user
GRI 417 1. Environmental requirements for product and
service information and labeling
Planet - Results and Targets - Product
Design and Lifecycle Management
GRI 401 1. New employee hires and employee turnover People - Results and Targets -
Employment
GRI 403 1. Occupational health and safety
management system
People - Results and Targets -
9. Work-related injuries Health and Safety
GRI 404 3. Percentage of employees receiving regular
performance and career
development reviews
People - Results and Targets -
Talent Management
GRI 412 3. Significant investment agreements and
contracts that include human rights clauses or
that underwent human rights screening
Community - Results and Targets -
Business Ethics in the Supply Chain

Taxonomy Disclosure

Reporting on the EU Taxonomy

Rationale of the environmental objectives reported

Deceuninck does not offer products that have the possibility to substantially contribute to Climate change adaptation, as our products cannot be seen as solutions to reduce the physical climate risks. Therefore, eligible activities related to the Climate acts are related to the Climate change mitigation objective.

The EU Taxonomy reporting concerns the 'sorting and processing of separately collected waste streams from post-consumer windows and doors into secondary raw materials involving a mechanical transformation process', under activity 5.9. Material recovery from non-hazardous waste.

We have concluded, in consultation with relevant market actors, that Deceuninck is non-eligible for the economic activity 'Manufacture of the windows and doors at the best available techniques for energy efficient equipment for buildings and their key components' under EU Taxonomy 3.5 Manufacture of energy efficiency equipment for buildings. The Technical Screening

Criteria, more specifically the U-values, are not applicable to us because the U-values mentioned are not in line with the U-values we as a system house apply. The indicated U-values apply to full windows, whereas U-values for window components have not been defined. We understand that further elaboration on the technical screening criteria in the future might change our current eligibility judgment.

Deceuninck will report under the Delegated Act on the Circular Economy of the EU Taxonomy when it comes into force.

Rationale of the alignment and Eligibility reporting

Turnover is reported in accordance with IFRS Standards in the EU. Turnover of the EU Taxonomy eligible activity includes the intra- and intercompany sales of recycled PVC of our recycling plant in Diksmuide (Belgium). The proportion is a calculation of the recycled volume versus the total volume sold.

The definition of KPI CapEx is available in 2.6.2. Financial Statements and Notes (Tangible Fixed Assets). The definition of KPI OpEx is not available under the

Climate adaptation, Pollution and Biodiversity. The approach followed is in line with our risk management:

  • Chronic environmental risks mapping
  • Identification of mitigation measures to avoid and reduce potential negative effects
  • Mapping of environmental management systems in place
  • Residual environmental risk mapping and evaluation of potential extra mitigation actions

IFRS framework, hence, in line with the EU taxonomy regulation, we have applied the same definition as in the financial statements. All Opex is included in the EU Taxonomy Opex with the exception of depreciations, write-offs and other operating results. This is a change in scope compared to the definition applied in our Taxonomy reporting 2021, as labour costs were also excluded then. Capex and Opex under the EU Taxonomy are related to the recycling activities of the (compounding and recycling) plant in Belgium. Following a risk assessment, we have positively assessed the applicable Do No Significant Harm (DNSH) criteria: safeguards referred to in Article 18 of the Taxonomy Regulation. The Annual Report, particularly the Risk and Governance chapter and the Community chapter of the Sustainability Report, describes the policies and practices implemented to ensure alignment with the OECD Guidelines and UN Guiding Principles in the domains of human rights, anti-corruption and bribery, taxation, fair business practices and information disclosure. Deceuninck has not been found in violation of labour or human rights, anti-corruption, tax or competitions laws and has not had any interactions with an OECD National Contact Point or a Business and Human Rights Contact Center.

Deceuninck carries out economic activities across the globe in a responsible and respectful way. In doing so, we are committed to complying with the minimum

Proportion of turnover from products or services associated with Taxonomy-aligned economic activities Disclosure covering year: 2022

Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic activities(1) Co
de
s(2
)
Ab
so
lut
e O
pE
x(3
)
Pro
po
rti
on
of
O
pE
x(4
)
Cl
im
ate
ch
an
ge
m
itig
ati
on
(5)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(6)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(7)
Ci
rcu
lar
ec
on
om
y(8
)
Po
llu
tio
n(9
)
ec
Bio
os
div
ys
ers
te
ms
ity
an
(10)
d
Cl
im
ate
ch
an
ge
m
itig
ati
on
(11)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(12)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(13)
Ci
rcu
lar
ec
on
om
y(14
)
Po
llu
tio
n(15
)
Bio
div
ers
ity
an
d e
co
sy
ste
ms
(16
)
M
ini
mu
m
sa
fe
gu
ard
s(17
)
ye
Ta
Op
xo
ar
Ex
no
N
,
(18)
my
- a
lig
ne
d p
ro
po
rti
on
of
Ta
Op
xo
Ex
no
, y
my
ea
- a
r N
lig
-1
ne
(19)
d p
ro
po
rti
on
of
(en
Ca
te
ab
go
lin
ry
g a
cti
vit
y o
r)
(20)
(tr
Ca
an
te
sit
go
io
ry
na
l a
cti
vit
y)
(21)
EUR % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Material recovery from non-hazardous waste E38.32 45,054,082.00 4.73% 4.73% 0.00% Y Y Y Y Y Y 4.73%
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
45,054,082.00 4.73% 4.73% 0.00% 4.73%
A.2 Taxonomy-Eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
Turnover of Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
0.00% 0.00%
Total (A.1 + A.2) 45,054,082.00 4.73% 4.73% 4.60%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities (B) 906,785,726.00 95.27%
Total (A + B) 951,839,808.00 100.00%

Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities Disclosure covering year: 2022

Ab
so
lut
e O
pE
x(3
)
Substantial contribution criteria
DNSH criteria ('Does Not Significantly Harm')
Economic activities(1) Co
de
s(2
)
Pro
po
rti
on
of
O
pE
x(4
)
Cl
im
ate
ch
an
ge
m
itig
ati
on
(5)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(6)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(7)
Ci
rcu
lar
ec
on
om
y(8
)
Po
llu
tio
n(9
)
ec
Bio
os
div
ys
ers
te
ms
ity
an
(10)
d
Cl
im
ate
ch
an
ge
m
itig
ati
on
(11)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(12)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(13)
Ci
rcu
lar
ec
on
om
y(14
)
Po
llu
tio
n(15
)
Bio
div
ers
ity
an
d e
co
sy
ste
ms
(16
)
M
ini
mu
m
sa
fe
gu
ard
s(17
)
ye
Ta
Op
xo
ar
Ex
no
N
,
(18)
my
- a
lig
ne
d p
ro
po
rti
on
of
Ta
Op
xo
Ex
no
, y
my
ea
- a
r N
lig
-1
ne
(19)
d p
ro
po
rti
on
of
(en
Ca
te
ab
go
lin
ry
g a
cti
vit
y o
r)
(20)
(tr
Ca
an
te
sit
go
io
ry
na
l a
cti
vit
y)
(21)
EUR % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Material recovery from non-hazardous waste E38.32 4,544,401.00 9.75% 9.75% 0.00% Y Y Y Y Y Y 9.75%
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
4,544,401.00 9.75% 9.75% 0.00% 9.75%
A.2 Taxonomy-Eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned
activities) (A.2)
0.00% 0.00%
Total (A.1 + A.2) 4,544,401.00 9.75% 9.75% 4.12%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B) 42,082,527.00 90.25%
Total (A + B) 46,626,928.00 100.00%

Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities. Disclosure covering year: 2022

Ab
so
lut
e O
pE
x(3
)
Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic activities(1) Co
de
s(2
)
Pro
po
rti
on
of
O
pE
x(4
)
Cl
im
ate
ch
an
ge
m
itig
ati
on
(5)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(6)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(7)
Ci
rcu
lar
ec
on
om
y(8
)
Po
llu
tio
n(9
)
ec
Bio
os
div
ys
ers
te
ms
ity
an
(10)
d
Cl
im
ate
ch
an
ge
m
itig
ati
on
(11)
Cl
im
ate
ch
an
ge
ad
ap
tat
ion
(12)
W
ate
r a
nd
m
ari
ne
re
so
urc
es
(13)
Ci
rcu
lar
ec
on
om
y(14
)
Po
llu
tio
n(15
)
Bio
div
ers
ity
an
d e
co
sy
ste
ms
(16
)
M
ini
mu
m
sa
fe
gu
ard
s(17
)
ye
Ta
Op
xo
ar
Ex
no
N
,
(18)
my
- a
lig
ne
d p
ro
po
rti
on
of
Ta
Op
xo
Ex
no
, y
my
ea
r N
- a
lig
-1
ne
(19)
d p
ro
po
rti
on
of
(en
Ca
te
ab
go
lin
ry
g a
cti
vit
y o
r)
(20)
(tr
Ca
an
te
sit
go
io
ry
na
l a
cti
vit
y)
(21)
EUR % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Material recovery from non-hazardous waste E38.32 5,033,000.00 3.23% 3.23% 0.00% Y Y Y Y Y Y 3.23%
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
5,033,000.00 3.23% 3.23% 0.00% 3.23%
A.2 Taxonomy-Eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned
activities) (A.2)
0.00% 0.00%
Total (A.1 + A.2) 5,033,000.00 3.23% 3.23% 4.94%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities (B) 150,703,515.00 96.77%
Total (A + B) 155,736,515.00 100.00%

Report of the Board of Directors

Building a sustainable home, Deceuninck, Ege Pen Deceuninck, Ege Profil, Forthex, iCOR, INNERGY AP, Pimapen, Rovex, ThermoFibra, Tunal, Twinson, Winsa, Zendow are (a.o.) registered trademarks of Deceuninck NV and its subsidiaries.

This annual report is available in Dutch and English. Dit jaarrapport is verkrijgbaar in het Nederlands en het Engels.

Responsible editor

Serge Piceu Representative of Emveco BV CFO

Creation

Focus Advertising

Copyright © 2023 Deceuninck NV – All rights reserved

Registered office & business address: Deceuninck NV Bruggesteenweg 360 – 8830 Hooglede-Gits (Belgium) VAT BE405.548.486 – RPR GHENT, DIVISION COURTRAI

268 Annual Report 2022

Report of the Board of Directors

Talk to a Data Expert

Have a question? We'll get back to you promptly.