Annual Report • Nov 17, 2020
Annual Report
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Annual and Corporate Responsibility Report September 1, 2019 – August 31, 2020
IT ensures that day-to-day activities run smoothly and it shapes the future. It is not simply a tool but a key part of a company's operations. We help our customers to be at the forefront. Regardless of whether they need to find the right service, product or a combination of the two. We are broadening our offering, developing, striving onwards and adopting a circular approach. This is how we support our customers in their everyday situations and drive the industry forwards.
2 Dustin Group AB Annual and Corporate Responsibility Report 2019/20
| Our strategic direction | |
|---|---|
| Market trends | 10 |
| Our market and position | 15 |
| Our strategy | 17 |
| Our targets | 21 |
| Our business model | |
|---|---|
| Our culture | 24 |
| Our customers and business | |
| segments | 25 |
| Our customer offering | 29 |
| Our delivery model | 32 |
| Our corporate responsibility efforts | ||
|---|---|---|
| Statement from the Head of Corporate | ||
| Responsibility | 39 | |
| Reduced climate impact | 40 | |
| Responsible use of resources | 41 | |
| Responsible manufacturing | 45 | |
| Diversity and equality | 46 | |
| Business ethics and anti-corruption | 51 | |
| Governance and development | ||
| Financial overview | 52 | |
| Risks and risk management | 58 | |
| Corporate Governance Report | 64 | |
| Board of Directors | 68 | |
| Group Management | 72 | |
| Financial information Consolidated financial statements |
74 | |
| Parent Company financial statements 76 | ||
| Notes | 78 | |
| Corporate responsibility information 99 |
corporate responsibility 102 The Board's signatures 103 Auditor's report 104 Auditor's Limited Assurance Report 107
Dustin's Annual and Corporate Responsibility Report provides a summary of operations, the financial results and the corporate responsibility work we have undertaken during the 2019/20 financial year. We present financial information and corporate responsibility information in a joint report.
The audited annual accounts, consolidated financial statements and Corporate Responsibility Report of Dustin Group AB can be found on pages 38-63 and 74-103. The Annual and Corporate Responsibility Report is published in Swedish and English. The Swedish publication is the original version.
Dustin Group AB (Publ) is a Swedish public limited liability company with its head office in Nacka Strand outside Stockholm, Sweden. The share has been listed on Nasdaq Stockholm's Mid Cap Index since 2015.
Postal address: Box 1194, SE-131 27 Nacka Strand, Sweden Street address: Augustendalsvägen 7, SE-131 52 Nacka Strand, Sweden Corp. Reg. No. 556703-3062 Domicile: Stockholm Tel: +46 8 553 440 00 www.dustingroup.com
We help our customers to be at the forefront by providing them with the right IT solution at the right time and at the right price. Through online sales supplemented by relationship selling we are a strategic partner primarily for small and medium-sized businesses, but also for large-sized businesses, the public sector and consumers.
We are an IT partner that is constantly evolving and loves and believes in digitalisation and its opportunities. In total, we are more than 1,700 colleagues in the Nordic region and the Netherlands who combine our extensive experience with curiosity and a pragmatic approach to make everyday situations easier for our customers.
Different circumstances create different customer needs. With about 255,000 products and a number of different services from more than 2,800 brands, we are a strategic IT partner for small and medium-sized businesses, but also for large-sized businesses, the public sector and consumers.
We believe in a circular future and want to enable a circular development in the industry. We can influence both upstream and downstream in the value chain by how we choose our offering, responsibly use resources or how we offer guidance towards more sustainable choices.
We were founded in 1984 and have been online since 1995. Together we have built a strong position, making us the Nordic region's largest e-retailer for the B2B segment.
SMB customers: 100,000 LCP customers:
B2C customers:
Net sales SEK13,195 million
Total growth 5.3%
Gross margin 15.5%
Adjusted EBITA SEK 517 million
Adjusted EBITA margin 3.9%
EBIT SEK 387 million
Earnings per share SEK 3.13
Proposed dividend per share SEK 2.20
Cash flow from operating activities SEK 868 million
Number of shareholders +73%
We launched our e-commerce platform in The Netherlands in the first quarter and now offer a wide range of both products and services and solutions. Our e-commerce in the Netherlands, dustin. com, is targeted at both companies and individuals with a main focus on small and medium sized businesses.
With our scalable e-commerce platform in all our markets, we strengthen our long-term attractive position where the accelerated pace of digitalisation is increasing the demand for both sales online and mobility.
Investments in automation
During the fourth quarter, we introduced our robot solution at the central warehouse in Rosersberg. The solution, which include 60 robots, makes it possible to increase the level of service thanks to shorter handling time and thus shorter delivery times for our customers. In addition, space is freed up in the warehouse, which gives us 15 percent higher storage capacity.
The automation is estimated to result in annual cost savings of SEK 10 million from the first quarter of 2020/21.
In connection with the outbreak of the corona pandemic and a higher pace of digitalisation in society, we accelerated our strategy for services and solutions. During the fourth quarter, 14 offices were closed down and the workforce was reduced by about 50 positions. The initiative is estimated to result in an annual cost saving of SEK 40 million, with full effect from the first quarter of 2020/21.
Furthermore, during the year we consolidated our data centers from 14 to 4. Transfer of customers is ongoing and the project is expected to be completed in the autumn of 2020, with an estimated annual cost saving of SEK 10 million from the third quarter of 2020/21.
To clarify our transformation towards a broader offering, we have launched an updated brand position and visual identity. In connection with this, more and more of our services also receive new packaging.
In this way, we want to make it clear to our customers that we offer complete IT solutions to companies and thereby help them to be at the forefront by our promise "We keep things moving".
This is the year digitalisation took a large stride forward. It took place under the tragic circumstances of the corona pandemic, which has affected us both individually and as a society. But we have also seen the power of an entire society simultaneously changing to a new approach. For us, this meant we had to quickly fast-forward our strategy to meet our customers' needs for working everywhere and remotely managing their IT environment.
The changes in behaviour, with an even greater focus on sales online and mobility have allowed us to accelerate the pace in implementing our strategy. Our customers want to purchase and manage their services digitally to an even greater extent. During the year, we conducted numerous activities as part of our strategy. We integrated the Swedish company Saldab and the Norwegian companies Core and Purity IT, thereby realising economies of scale. With the launch of dustin. com, our entire offering is now available in the Netherlands. The new robot solution in the central warehouse has been put into operation, increasing our capacity, and we are working on consolidating our data centres to have one technical design.
"The changes in behaviour with an even greater focus on sales online and mobility have allowed us to accelerate the pace in implementing our strategy."
The increased pace of digitalisation that came with the corona pandemic allowed us to accelerate efficiency enhancements to our service organisation. This has allowed us to close smaller local offices and reduce the number of employees. To better clarify what we are today and where we are going, we updated our brand position and identity during the year. IT is central to the functioning of a company, and that is why our vision is to help our customers stay on the leading edge. Our promise to our customers is: "We keep things moving."
Increased ambition for corporate responsibility Early in the year, the issue of climate change grew to become one of the largest and most urgent issues, permeating the entire social agenda. Increased awareness both imposes new requirements and creates conditions for companies to take robust action in promoting change. When the corona pandemic later struck the world, the map of how we live and work was redrawn. The digitalisation that we and many others expected to take place over the next few years made major strides in only a few weeks. In combination, these two factors provide us with entirely new possibilities for increasing the pace in creating circular, and thus sustainable, business. This year, we are summing up five successful years with our five sustainability focus areas, where we have made great strides in all of them.
We are taking the experience from our efforts over the last few years with us in setting our targets for the next ten years. This experience includes new insights into how we are to achieve change throughout the value chain, where we are pursuing development by building partnerships in our industry. To continue being a leader, we are raising the bar further with three overall targets for 2030. By then, we will have zero climate impact throughout the value chain, have a 100 per cent circular offering, and we will have taken 100 actions for social justice.
"By 2030, we will have zero climate impact throughout the value chain, one hundred percent circular offering and implemented one hundred actions for social justice."
Net sales for the year rose 5.3 per cent to SEK 13.2 million. Organic growth was 2.3 per cent. Our positive growth during the year shows our strength given the conditions, we are proud but not satisfied. The growth was primarily driven by increased volumes in the LCP segment through our framework agreements and lengthy contracts in the public sector. The SMB segment displayed stable performance during the first half of the year. The second half of the year was naturally affected by the corona pandemic in both segment SMB and LCP, where the market among larger companies was hesitant. The pandemic gave us limited accessibility to customers' offices, which affected new sales in the service business.
The gross margin totalled 15.5 per cent compared with 16.7 per cent last year. Adjusted EBITA ended up at SEK 517 million from SEK 560 million in the preceding year. Profitability was primarily impacted by the sales mix, with a higher share of basic hardware at a lower margin.
We have also invested in and enhanced the efficiency of our services and solutions organisation, something that will enable increased profitability going forward. Within LCP, we have seen a continued improvement in the profitability trend as the contracts matured. Profitability in SMB was impacted more by the pandemic but showed clear signs of improvement at the end of the year.
Strong position for continued digitalisation For some time, we have noted five market trends: increased sales online, growth for mobility and cloud services, demand for predictable IT costs, a focus on security and integrity, and sustainability as a natural part of our customers' investment decisions. The increased pace of digitalisation has reinforced all these trends and it has become even clearer that IT really is at the heart of companies, simply a necessity for the operations to work. With our strategy and the measures we implemented during the year, we have continued to strengthen our position and we are more than ready to continue helping our customers to be in the forefront and thus continue to grow with increased profitability in our markets.
Thomas Ekman President and CEO
We are by far the largest online player in our Nordic markets and a qualified challenger in the Netherlands. Regardless of customer needs, we have the right IT solution with the widest assortment in the market.
A strategy for profitable growth that benefits from market trends
We have a clear strategy where our priorities address market trends. We are benefiting from underlying trends, such as:
Our aim is to grow organically by 8 per cent over a cycle with a long-term EBITA margin of between 5 and 6 per cent.
Over the past year, we have invested heavily in our sales and delivery organisation in response to changes in customer behaviour and strong trends in our market. We can sell and deliver services online in a cost-effective manner by harmonising and standardising our service offering.
During the year, we accelerated the pace of our efficiency improvement efforts through the automation of our central warehouse and the consolidation of our data centres. We generated additional economies of scale by integrating acquired companies to create cost synergies and thereby improve profitability.
Optimising purchasing, inventory levels and transportation has increased our efficiency and reduced our environmental impact. Our strong position in the value chain and our leading environmental programme enable us to take an active role, together with our strategic partners, to create an even more sustainable value chain.
Our business model has low capital requirements and generates strong and stable cash flows. A growing share of our income is from contract-based subscription income, which creates clear visibility of future income. Taken together, this offers scope for further acquisitions and a stable dividend while maintaining our debt/ equity ratio. Over the past five years, we have completed 15 add-on acquisitions and paid out more than 70 per cent of annual profit after tax, while maintaining our debt/equity ratio within the target range.
Our markets are characterised by trends that include digitalisation and a greater focus on sustainability and security. Our ability to understand how these drivers will impact us and to translate this knowledge into our strategy and our daily business operations is vital to our continued and future success. We have experienced a year of rapid change, when several years' worth of digital transformation took place over a very short period.
In recent years, customers have increasingly understood the benefits of buying hardware online. This behaviour was accelerated by the pandemic and is also becoming evident in services. A growing number of people want to buy both hardware and standardised services online together with a digital specialist for advisory services and support.
Share of hardware sales online in the Nordic IT market 1
Share of customers willing to receive advisory services and
• Sharp increase in hardware sales online
and support online
support online 2
services online
• Increased interest in digital advisory services
• Greater willingness to buy standardised IT
Share of customers willing to purchase standardised IT services online 2
~25% ~70% ~40%
making a growing share of our offering available online
Customers want IT solutions that work everywhere and that make everyday life and working life easier, wherever they are. Cloud services are currently the fastest growing delivery model for IT services. In parallel, they contribute to greater productivity and cost control and thereby a more sustainable digital environment.
Share of companies that use cloud services 2
Share of employees who believe remote working increases efficiency 3
~40% 91% 50%
Share of CIOs who believe cloud services make the business more fast moving 2
How we are responding to this trend
• A broader portfolio of packaged and standardised services and solutions along with third-party services for a more flexible workplace
• Continuous innovation and consolidation of the overall service offering to provide stable operation and constant availability
Sharing and leasing digital services is becoming more common. This not only offers convenience and simplicity. A growing number of customers want more control over their IT costs and prefer instead to pay a fixed and predictable monthly cost. The subscription model provides greater cost control and more flexibility for customers.
Share of subscription-related income for Dustin 2019/20 4
Annual growth rate in the US market for subscription-based e-commerce over the past five years 5
>6% >100% 143%
Growth in customer base for SaaS configurations in Dustin's integrated operations in the Nordic region 2019/204
Security challenges have never been greater, cyber threats are increasing and many businesses are the target of unauthorised access and fraud without their knowledge. Client management and services that include integrated security solutions can deal with the new challenges and secure the customer's IT environment and information protection.
Share of companies in Sweden targeted by cyber attacks in the past year 6
Share of companies that purchase or are willing to purchase security services as a service for their IT environment 2
Share of companies that are willing to purchase standardised IT services online 2
The UN's Sustainable Development Goals and the Paris Agreement have increased awareness of the impact we are having on the climate and the environment. The adoption of a clear position and taking concrete action for a sustainable and circular future are becoming increasingly important from a business and risk perspective for customers. These drivers and trends are clearly changing customer requirements.
Share of B2B customers who believe it is important that partners strive to provide circular and sustainable IT 7
68% 68% 86%
Share of B2B customers who believe it is important that IT partners take responsibility and are reliable 7
How we are responding to this trend:
a transparent and reliable IT partner
Corporate Responsibility Report
which includes the development of
• Taken part in/Secured the first public procurement for the reuse of products
returns, reuse and recycling
• A long-term commitment that we should be climate-neutral and circular by 2030, and to be
• We are transparent with our earnings and conduct a full audit of all sections of the Annual and
• Transitioning to a more circular business model,
our products and services to enable end-of-life
Share of public procurements in Sweden that include sustainability requirements8
1 Market data McKinsey, October 2018 (commissioned by Dustin) 2 Nordic brand study report, Kantar, August 2019 (commissioned by Dustin) 3 Forbes, www.forbes.com, May 2016 4 Dustin financial data 5 McKinsey, www.mckinsey.com, "Thinking inside the subscription box", February 2018 6 Proofpoint, www.proofpoint.com, People-Centric Cybersecurity: A Study of 150 IT Leaders in Sweden, April 2020 7 Kantar Sifo, 2019 8 Naturvårdsverket, "Miljökrav i myndigheters upphandlingar", 2019
14 Dustin Group AB Års- och hållbarhetsredovisning 2019/20 14 Dustin Group AB Annual and Corporate Responsibility Report 2019/20
We are witnessing a strong consolidation of the IT market as digitalisation increases. Our acquisition strategy combined with organic growth offer us good opportunities to benefit from these changes and strengthen our position. We are convinced that customers want to and will buy more online. Our ambition is therefore to offer hardware, software and standardised services online and to provide digital support. This will leave us in a good position as the leading IT partner in the future.
We are by far the largest online player in our Nordic markets and a qualified challenger in the Netherlands.
Our market is valued at more than SEK 260 billion. This includes hardware and software as well as services and solutions. The total market is growing organically by a few per cent each year, and with significantly higher growth in online sales, mobility and cloud services and in a number of service areas, such as security. About 25 per cent of transactions currently take place online.
Degree of value added service Low Cost efficiency High Hign Low Analogous and specialized players in IT infrastructure and system integration Consumer-oriented online players, marketplaces and physical stores Unique combination of standardized services and eective hardware sales Consolidated IT partners replacing smaller IT service companies
Dustin offers a high degree of
a cost-efficient business model.
knowledge and added value through
We are strongly convinced that customers want to and will buy more online. Our ambition is to offer customers hardware and software as well as standardised services online in combination with digital support.
We are ready to meet the trends and make it easier for customers to choose the digital solution they need. We can digitalise our flows even more by harmonising and standardising our services and solutions. This will enable us to sell and deliver more online. We want to offer a fullyintegrated online experience with a full range of products, services and solutions, complemented by corporate responsibility information and digital advisory services and support. Everything in one place and at a fixed monthly cost. Simple and flexible for the customer. This is the future and our way forward.
Our shift of service sales towards a digital and transaction-based sales model that is similar to the model for product sales.
We are continuing to work in a focused manner in line with the long-term plan for 2021/22, as adopted by the Board in autumn 2017, which means achieving sales of approximately SEK 15 billion and an EBITA margin of 5–6 per cent.
Our strategy is built on three pillars – growth, margin expansion and corporate responsibility.
• Introduction of the offering in all markets
• Customer mix and efficiency
• Managed services
• Responsible manufacturing
Based on our leading position, we have identified four areas that provide us with good possibilities to continue to grow faster than the market.
Our extensive experience of online sales enables us to benefit from market trends and strengthen our position with customers.
We can reach more customers by continuing to develop the market's broadest IT offering, organically and through acquisitions.
Consultative and relationship selling increases the share of sales and loyalty among selected parts of our customer base.
By providing our customers access to our entire product and service portfolio in all markets, we can increase sales and realise synergies.
Sustained growth creates the right conditions to improve profitability. We have identified four areas to strengthen our profitability over time.
High growth in the SMB segment and mature contracts in the LCP segment combined with continuous efficiency enhancements improve our profitability.
Products of good quality and at a fair price under private labels can replace products from other suppliers and increase our profitability.
We broaden our expertise and our offering through acquisitions and also reach new customers. This enhances our growth and margin expansion. Our expressed target is to acquire 3–5 companies every year.
The integration of acquired companies has given us the capacity to efficiently produce and deliver services to our customers in larger volumes. This offers economies of scale and recurring revenues.
Based on our strategy and in close collaboration with our key stakeholders, in 2014/15 we established five focus areas and targets for 2020 as part of our long-term corporate responsibility efforts. We can influence both upstream and downstream in the value chain through how we choose our offering, responsibly use resources, build a culture of ethics and equality, or how we offer guidance towards more sustainable choices.
• Difficulties in conducting factory audits due to the restrictions during the corona pandemic
We want to reduce our climate impact, by cutting emissions of greenhouse gases and transitioning to renewable energy sources.
We want to offer energy and resource-efficient services, solutions and products, including take back end-of-life IT products as a service.
We want to ensure that the products we offer come from manufacturers with a commitment to, expertise in, and ongoing activities for improving working conditions in the value chain.
We want to build a respectful and values-based corporate culture, improving equality across all levels of the organisation and promoting innovation through a diversity of perspectives, experience, cultural backgrounds, genders and views.
We want to engage in ethical business practices and counteract all forms of corruption by promoting a culture in which employees and business partners can openly discuss the ethical dilemmas they may experience in their day-to-day operations.
The Board of Directors has established financial targets, corporate responsibility targets and a dividend policy for our operations. Our targets aim to consolidate and strengthen our leading position as well as to create shareholder value over time.
Dustin's target is to achieve average annual organic sales growth of 8 per cent over a business cycle. In addition to this, Dustin intends to expand through acquisitions.
Outcome 2019/20: Total growth amounted to to 5.3 percent of which organic growth if 2.3 percent (CAGR 5 years 4.9 percent).
Dustin's target is to increase the adjusted EBITA margin over time, and to achieve an adjusted EBITA margin of between 5 and 6 per cent in the medium term.
Outcome 2019/20: 3.9 percent
Dustin's capital structure should enable a high degree of financial flexibility and provide scope for acquisitions. The company's net debt target is a 2.0–3.0 multiple of adjusted EBITDA for the past 12-month period.
Target: 2.0-3.0 times
Outcome 2019/20: 2.6 times
Dustin's dividend payout target is 70 per cent of net profit. However, the Company's financial position, cash flow, acquisition opportunities and future prospects will be taken into consideration.
Proposal by the Board 2019/20: 70 per cent of our profit for the year, corresponding to SEK 2.20 per share and totalling SEK 195 million.
Reduce our CO2 emissions with 40 percent by the end of 2020 compared with 2014/15.
Outcome 2019/20: Our total CO2 emissions for Dustin has increased by 45 percent since 2014/15, as a result of acquisitions. This means negative target fulfillment. If we measure our outcome in relation to sales, emissions have decreased by 13 percent per sales krona during the five-year period.
Starting in 2015/16, to conduct 80 factory audits by the end of 2020, of which 30 in 2019/20.
Outcome 2019/20: We conducted 31 factory audits during the year and a total of 82 audits since the start of 2015/16. This is despite limited access during the second half of the year, when borders and factories were largely closed. 103 per cent target fulfilment.
100 per cent of our business areas will undergo a risk assessment concerning business ethics and anti-corruption and 100 per cent of reported incidents will be followed up.
Outcome 2019/20: 100 per cent of our business areas underwent a business ethics and anti-corruption risk assessment. During 2019/20, no incidents were reported through the whistle-blower function. 100 percent target fulfillment.
Starting in 2014/15, to recover 140,000 sold products by the end of 2020, of which a total of 70,000 in 2019/20.
Outcome 2019/20: We have recovered 57,079 products, of which 52,995 could be reused and the remaining 4,085 have been recycled. Since 2014/15, we have recovered a total of 204,907 units. 146 percent target fulfillment.
By 2020, each gender is to make up at least 40 per cent of the entire organisation.
Outcome 2019/20: The gender balance (women/men) totalled 30/70 in the organisation, 43/57 in the board and 38/62 at senior level. 75 percent target fulfillment.
Our culture is what makes us unique and forms the fundamental basis of our business. It helps us to provide benefits for customers, suppliers, shareholders and other stakeholders. Our strong culture makes us an attractive workplace that offers everyone working at Dustin an opportunity to develop.
Dustin's performance and success is built on our collective competence, our motivation and our commitment to our customers and each other. We are united by a pragmatic approach, curiosity and the will to evolve and create the e-commerce of the future and increase digitalisation. Our employee promise is therefore: You keep us moving. We keep you moving.
The fundamental pillars of our culture are our values and a strong focus on diversity and equality. We strive to achieve an inclusive culture built on respect and a diversity of perspectives, experiences, cultural backgrounds and views. We are convinced that a company distinguished by diversity and equality is a more stimulating workplace and a better investment.
We have divided our operations into three business segments based on customer categories and how we serve them, to ensure that we offer the right support to the right customer. In turn, operations are supported by scalable and shared central functions.
Our main target group is small and mediumsized businesses with up to 500 employees. They appreciate a full-service partner who can provide advice and an extensive offering. Crucial criteria in product procurement include a broad selection, a positive online experience as well as quick and reliable delivery.
A personal relationship and an understanding of the needs of the business are important for services. Sales are mainly conducted online and through relationship and consultative selling.
The second half of the financial year was marked by the corona pandemic. We have seen a stable development among the smaller and medium-sized companies in the segment, which were less affected by the market situation. Demand among the larger companies in the segment has been hesitant. We observed greater interest in cloud-based services in the wake of the corona pandemic. At the same time, we have had difficulties to launch certain types of services as accessibility to customers' offices has been limited.
Larger companies and organisations with more than 500 employees and the public sector make up our second business segment. They are attracted by our broad offering and efficient deliveries. For these customers, we primarily offer hardware and software as well as product-related services, such as configuration.
Customers appreciate the long-term and personal relationship and a partner who understands their business. Procurements and larger orders are mainly managed by the sales team, while repetitive and minor orders are handled online.
Our framework agreements and long-term contracts to the public sector, which often extend for several years, have contributed to stable income. The year has shown positive growth in sales to the public sector, while development to larger companies has been negatively affected by the corona pandemic. The margin development has been positive during the year, as contracts from previous years have matured and the product mix has changed.
The B2C segment consists of the B2C market and is served online only. Customers are mainly interested in hardware and software. They appreciate the broad range of IT products, the option to compare products and attractive prices.
Consumers are the most price-sensitive customer group. This is a secondary but important market for us, as the segment offers us an early indication of changes in trends and customer behaviour that often transfer to companies over time.
The segment has had somewhat negative growth during the financial year. The end was weak after a peak in demand in connection with the outbreak of the corona pandemic. The development has been positively affected by increased demand for products for home offices. The segment margin has improved in line with our focus on profitability before growth.
For some time, we have provided the widest product assortment in the market. Now that we also offer services, we can fulfil all customer needs and have become a complete IT partner. Customers want a partner who understands their business and with whom they can build a long-term and personal relationship. Our pragmatic approach allows us to make the complex simple and create greater value for our customers. Regardless of whether it involves complete solutions, hardware, software or services.
Assortment (products and services):
255 000
2 800 Brands:
5 000 LCP customers:
100 000 SMB customers:
B2C customers:
350 000
Our current portfolio comprises a relevant range of our own standardised services and solutions as well as services from third parties to meet the various customer needs. The offering consists of everything from client management and mobility for increased flexibility to operational solutions to create costefficient, functional and flexible IT environments. Harmonising and standardising our service offering has reduced complexity and enables online sales, to help customers take the next step in their digitalisation process.
Our standardised services and solutions are divided into five categories based on customer needs:
Our range of hardware includes more than 250,000 products from more than 2,800 brands. This makes us the supplier with the broadest range by far and allows us to act as an independent partner for our customers in relation to the manufacturers. We can meet all of the customers' IT needs.
We offer our customers a wide range of ecolabelled IT products. Our range of private label products offers the customer an opportunity to buy quality-assured products at attractive prices. This also offers us greater control throughout the value chain.
We have extensive experience of IT. This has been improved further through several acquisitions within specific niche areas, which has provided us with new specialist knowledge. This allows us to offer customers broad and outstanding IT expertise.
Our professional support before purchasing, in connection with purchasing and after purchasing helps customers choose the right solutions. Whether for simple products and services or in more strategic choices. Our pragmatic approach makes it easy to understand complexity. We always want to provide an excellent and positive customer experience and offer support in local languages.
"Our current portfolio comprises a relevant range of our own standardised services and solutions as well as services from third parties to meet the various customer needs."
We believe in a digital future. Through standardisation, we can create simple and reliable services and solutions that are available online. The model is based on our efficient and scalable hardware operations, where most of our sales have been online for many years. This enables us to ensure cost-efficient production, delivery and operation.
Digital delivery
Physical delivery
32 Dustin Group AB Annual and Corporate Responsibility Report 2019/20
Our service platform forms the foundation of our Nordic service offering. It enables the standardisation of our offering through a harmonised structure, to achieve scalable and efficient central production, delivery, operation and support for our offering.
The standardisation of our service offering creates an opportunity for economies of scale through central and efficient production, distribution, operation and monitoring and support as volumes increase. It is also easier for the customer to choose. The customer selects one or more solutions that are distributed, installed and monitored online.
During the year, we harmonised the technology and consolidated our smaller Nordic data centres from 14 to 4. This allows us to standardise and harmonise our service offering. In parallel, we coordinated and consolidated our Nordic support centres, which simplifies support to our customers and provides a better customer experience.
• Standardized service offering • Consolidated data centers • Coordinated support centers
33 Dustin Group AB Annual and Corporate Responsibility Report 2019/20
We can automate our processes with purchasing and order handling structured as digital flows through our online platform. This enables us to efficiently monitor inventory status and customer satisfaction.
We conduct purchasing from a large number of distributors and manufacturers. This allows us to offer a broad selection at competitive prices. It also means we can keep limited inventory, about 10 per cent of the offering, which results in low tied-up working capital and strong cash flow. In 2019/20, about 76 per cent (77) of hardware and software products were purchased from distributors. The largest distributor represented 19 per cent (22) of our purchases and together the three largest accounted for 47 per cent (49).
Our ambition is to work systematically based on the entire life cycle and to integrate corporate responsibility aspects at each stage. This encompasses everything from how they are manufactured, the choice of products we purchase and the suppliers we choose to work with to how we work with existing suppliers and how we conclude business relations as well as how we recycle or reuse products through end-of-life returns.
Dustin's Supplier Code of Conduct is built on internationally recognised conventions on human rights, labour, environment and anti-corruption, and is a part of the purchase agreement for direct sourcing.
We carry out regular risk analyses and factory audits to ensure that suppliers and manufacturers in the value chain act in accordance with the commitments in our Code of Conduct. By being physically in place and leading factory audits, we can link the result to our purchasing operations and work in an integrated manner with corrective actions.
of our purchases were financial year. of our suppliers have adopted our code of conduct
* Share of our hardware suppliers, from whom our direct annual purchasing volume exceeds SEK 200,000 or equivalent, who had either adopted our Code of Conduct or had their own code of conduct that corresponds to our requirements at the end 2019/20
made from distributors
Our logistics work is about continuously optimizing both stock levels and delivery times as well as transports, to improve efficiency and reduce our environmental impact. At present, customer deliveries make up the majority of our climate impact. It is thus important for us to stock the right products in the right quantities and to choose the right mode of transport, reduce the transport distances and maximize the degree of filling through co-packaging.
Our logistics model is based on a central warehouse in Rosersberg, together with smaller consolidation warehouses in Denmark, Finland and Norway, as well as a regional warehouse in the Netherlands. These are supplemented with direct deliveries from suppliers to the end customer, which enables both fast and reliable deliveries for our customers.
At the start of the 2019/20 financial year, we began an automation project at the central warehouse in Rosersberg. By robotising large parts of goods handling we can streamline our logistics processes. We free up warehouse space, decrease staffing needs and reduce the time from placing an order to delivery. The project was completed smoothly, the robot solution began operating during the summer of 2020 and is expected to have a payback period of 5–6 years.
1.3 million orders were sent from the central warehouse.
During the 2019/20 financial year, 1.3 million orders were sent from the central warehouse. About 93 per cent of all orders available for direct delivery were picked, packaged and delivered on the same day the order was placed. We achieved a stock turnover ratio of about 24 (24) during 2019/20 financial year. A high inventory turnover rate combined with price protection and the right of return with several of our suppliers gives both low capital tied up and a very low level of obsolescence.
Dustin's shares were listed in the Mid Cap segment on Nasdaq Stockholm on February 13, 2015 at a price of SEK 50.00 per share. We have only one type of share and each share entitles the holder to one vote and an equal stake in the company's assets and earnings. The total number of shares issued was unchanged during the period and amounted to 88,647,339 at the end of the financial year.
As of August 31, 2020, Dustin's share price was SEK 56.40 (80.90) per share. The change represents a decrease of 30.3 per cent compared with the year-earlier date. The company's market capitalisation amounted to SEK 5,000 million (7,172). The OMX Sweden Mid Cap PI index increased 30.6 per cent during the same period.
Total turnover during the financial year was approximately 64.4 million shares (44.2) with a total value of just over SEK 3.9 billion (3.6). The average daily turnover amounted to about 259,000 shares (177,000), corresponding to a daily value of approximately SEK 15.9 million (14.4).
In accordance with the dividend policy adopted by the Board of Directors, Dustin's target is to pay dividends of more than 70 per cent of net profit for the year. For the 2019/20 financial year, the Board of Directors proposes a dividend of SEK 2.20 (3.00) per share, corresponding to SEK 195 million (266) or 70 per cent (75) of net profit for the period.
At the end of the period, the company had a total of 12,428 (7,191) shareholders, equivalent to an increase of 5,237. The table below shows the ten largest shareholders and their holdings at August 31, 2020.
| Shareholders | Shares | Capital and voting rights |
|---|---|---|
| Axmedia AB (Axel Johnson AB) | 26,440,136 | 29.8% |
| AMF Försäkring & Fonder | 8,743,500 | 9.9% |
| Fidelity Investments (FMR) | 5,392,821 | 6.1% |
| Allianz I.A.R.D. S.A. | 4,711,728 | 5.3% |
| ODIN Fonder | 4,374,486 | 4.9% |
| Highclere International Investors | 2,738,568 | 3.1% |
| Franklin Templeton | 2,479,986 | 2.8% |
| Crux Asset Management | 2,339,467 | 2.6% |
| Columbia Threadneedle | 1,732,573 | 2.0% |
| Avanza Pension | 1,661,070 | 1.9% |
| Total ten largest owners | 60,614,335 | 68.4% |
| Other | 28,033,004 | 31.6% |
| Total | 88,647,339 | 100.0% |
| The following analysts cover Dustin: | |||||
|---|---|---|---|---|---|
| ABG Sundal Collier | Daniel Thorsson | ||||
| Carnegie Investment Bank AB | Mikael Laséen | ||||
| Handelsbanken Capital Markets | Erik Elander | ||||
| Kepler Cheuvreux | Emil Johannessen | ||||
| Nordea Equities | Fredrik Stenkil | ||||
| SEB | Ramil Koria |
The Board of Directors and the CEO of Dustin Group AB (publ), Corporate Registration Number 556703-3062, hereby present the Annual and Corporate Responsibility Report, and the Consolidated Financial Statements for the financial year from September 1, 2019 to August 31, 2020.
| Our corporate responsibility efforts Statement from the Head of Corporate |
|
|---|---|
| Responsibility | 39 |
| Our contribution to the UN's Sustainable | |
| Development Goals | 40 |
| Reduced climate impact | 41 |
| Responsible use of resources | 45 |
| Responsible manufacturing | 46 |
| Diversity and equality | 50 |
| Business ethics and anti-corruption | 51 |
| Governance and development | |
| Financial overview | 52 |
| Risks and risk management | 58 |
| Corporate Governance Report | 64 |
| Board of Directors | 68 |
| Group Management | 72 |
| Financial information | |
| Consolidated financial statements | 74 |
| Parent Company financial statements | 76 |
| Notes | 78 |
| Corporate responsibility information | 99 |
| Accounting policies for corporate responsibility 102 | |
| The Board's signatures | 103 |
| Auditor's report | 104 |
Auditor's limited assurance report 107
As I reflect on the past five years, I feel incredibly proud of the courage we have had to set high corporate responsibility targets while meeting them in a pragmatic manner under constantly changing conditions. This will benefit us given our current reality and as we work towards the new targets for the next ten years.
For the past five years, we have had five focus areas for our corporate responsibility efforts; responsible manufacturing, reduced climate impact, responsible use of resources, business ethics and anti-corruption as well as diversity and equality. We set challenging targets. In some cases, we have met or exceeded them and in other cases, we were slightly overambitious. Nevertheless, we have learned lessons for our future corporate responsibility efforts for how we set our targets and how we approach them.
In 2014, when we set our target to reduce our climate impact by 40 per cent in absolute terms by 2020, it was one of the most ambitious climate targets in our industry. We have worked to achieve this target with tangible measures concerning, for example, renewable energy and electric hybrid vehicles while experiencing growth of 66 per cent as a company and expanding our operations in terms of volume and geographically. At the same time, development in areas such as transportation generally, has not progressed with sufficient speed. This has affected the outcomes where we did not reach our set targets. As we are now establishing plans for the next ten years, we will be working significantly differently to be able to take an even greater stance. To succeed in reducing climate impact beyond our direct operations, more collaboration is required both in and outside of our industry where we jointly can find solutions and paths forward.
Another of our targets has been to take back 140,000 end-of-life products so that they can be reused, and when this is not possible, to recycle them. The project started slowly and the target seemed difficult to achieve. But when we made this a clear part of our offering, we noted a very quick increase, and
the project became a huge success. We reached our target of 140,000 end-of-life returns (products accepted back for recycling and reuse) in 2018/19 and we have now taken back a total of 204,907 products, of which more than 90 per cent can be reused. We have learnt that in order for business to be circular, it must be clearly connected to our offering and operations, and we believe that circular operations will be a prerequisite for competitiveness moving forward.
In the area of responsible manufacturing, we have continuously raised our ambitions over the years and increased the scope of our work so that it now covers all hardware suppliers who have an annual purchasing volume of over SEK 200,000. From these, 99.8 per cent have either adopted our Code of Conduct or possess their own equivalent. In addition, we have added onsite factory audits which we conduct in person, mainly at factories producing Dustin's proprietary brands. We are also working alongside the factories to implement any improvement measures. In total, we exceeded our target and carried out 82 factory audits.
We work continuously with business ethics and anti-corruption and, in this regard, accept nothing less than 100 per cent target fulfilment. Each year, we carry out risk assessments across our whole organisation. We also hold continuous training and interactive discussions concerning dilemmas of a business ethics nature, which maintains focus on these issues throughout the organisation.
Our target has been to achieve a gender distribution in 2020 where no gender is represented to less than 40 and more than 60 percent. At Board and Group Management level, where gender distribution was close to 10/90 when we started, we have achieved an entirely equal balance.
At the senior level, we are close to our target but have a small way to go in terms of the entire company, which is partly due to our rate of expansion. We have made great strides and will continue to work actively to achieve greater diversity and equality throughout the organisation.
Based on the results we have achieved and the lessons that we have learned, we are now setting targets for the next ten years.
This means we will change up a couple of gears and, to achieve these targets, we will make some material changes to how we have been working to date. It feels inspirational and exciting to have such high ambitions for the next ten years! To continue to be successful, we need to take greater responsibility, maintain a holistic approach and collaborate more often. We are expanding on our three targets to include the entire value chain. Moving forward, we want to collaborate more with partners and competitors to find solutions for reduced climate impact, increased circularity and social equality. We will continue to be transparent and openly report the results of our work.
It is now time to work toward our targets for 2030.
Henrik Lampa Head of Corporate Responsibility
In 2015, the UN member countries agreed on the 2030 Agenda for Sustainable Development containing 17 Sustainable Development Goals (SDGs). The main purpose of these is to protect our planet and natural resources, to work to achieve equality and an inclusive society and to ensure that human rights are respected and adhered to in practice. Dustin supports the 2030 Agenda SDGs and strives to realise them by working with our focus areas in which we can contribute and influence the most.
We have five focus areas within the framework of our corporate responsibility efforts that we have afforded extra priority in the past five years. Our focus areas are: Reduced climate impact, Responsible use of resources, Responsible manufacturing, Diversity and equality as well as Business ethics and anti-corruption. These areas are directly related to our core business and, as such, where we have the
greatest opportunity to influence and contribute to sustainable development in line with the 2030 Agenda. Our corporate responsibility targets mainly promote the goals for climate action, responsible consumption and production, decent work and economic growth, gender equality, as well as peace, justice and strong institutions.
Minimising the use of resources (energy and materials) in the operations in order to continuously reduce our impact on the environment and our carbon emissions.
with 2014/15.
SDG 13: Take urgent action to combat climate change and its impacts
Targets for reduced climate impact: To reduce our climate impact, in the form of CO2 emissions, by 40 per cent by the end of 2020, compared
Targets that we indirectly contribute to:
Responsible use of
resource-efficient services, solutions and products, including taking back end-of-life electronic products as a service.
Targets for responsible use of resources: Starting in 2014/15, to take back 140,000 sold products by the end of 2020.
Targets that we indirectly contribute to:
We want to ensure that the products we offer come from manufacturers with a commitment to, expertise in, and ongoing activities for improving work conditions in the value chain.
sustainable economic growth, employment and decent work for all
Targets for responsible manufacturing: Starting in 2015/16, to conduct 80 factory audits by the end of 2020.
Targets that we indirectly contribute to:
We want to build a respectful and values-based corporate culture, improving equality across all levels of the organisation and promoting innovation through a diversity of perspectives, experience, cultural backgrounds, genders and views.
SDG 5: Achieve gender equality and empower all women and girls
Targets for diversity and equality: By 2020, each gender is to make up at least 40 per cent of the entire organisation.
Targets that we indirectly contribute to:
We engage in ethical business practices and counteract all forms of corruption by promoting a culture in which employees and business partners can openly discuss the ethical dilemmas they may experience in their day-to-day operations.
SDG 16: Promote just, peaceful and inclusive societies
Targets for business ethics and anti-corruption: 100 per cent of our business areas will undergo a risk assessment concerning business ethics and anti-corruption and 100 per cent of reported incidents will be followed up.
Targets that we indirectly contribute to:
In 2014/15, we set one of our industry's toughest targets – to reduce our emissions by 40 per cent by 2020. Since then, we have actively worked with the transition to renewable energy at our premises and data centers as well as to electric hybrid company cars. At the same time, our growth, where we have grown both in terms of volume and geographically, has reduced the visible effects of the measures that we have carried out. Our emissions have therefore increased by almost 45 percent, while we had sales growth of just over 66 percent. If we measure our performance in relation to net sales, emissions have decreased by 13 percent. This is a performance that we can feel relatively pleased with.
Today, large parts of our business are run with green electricity, we have implemented a new company car policy for conversion to electric hybrid cars and started a project with solar panels at our central warehouse. During the financial year, our total emissions amounted to 3,833 tonnes (2,897) of CO2 equivalents (CO2e). This corresponds to an increase
of almost 45 percent since the 2014/15 financial year. The increase in our emissions is a consequence of our operations growing both organically and through acquisitions. The effects have been particularly visible in 2018/19 due to the fact that Vincere, which was acquired in 2017, has been included in our environmental reporting for the first time. This has affected the number of employees, data centers and
company cars in our operations. Previous acquisitions have been smaller and the effects of our measures to reduce emissions have contributed to a gradual decline of 25 percent until 2017/18. If we measure our performance in relation to net sales, emissions have decreased by 13 percent per sales krona over the fiveyear period.
| Emissions of CO2 for all of Dustin | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| GHG Scope 1 direct emissions from company-owned vehicles (kg CO2e) | 220,722 | 139,030 | 19,889 | 10,709 | 18,805 | 14,216 |
| GHG Scope 2 indirect emissions from purchased electricity, heating & cooling (kg CO2e) | ||||||
| GHG Scope 2 – 'market-based' | 341,759 | 193,875 | 41,913 | 304,698 | 470,897 | 511,711 |
| GHG Scope 3 (other indirect emissions) | 3,270,755 2,564,038 | 1,929,439 | 1,988,515 | 2,117,794 | 2,126,226 | |
| Total (Scope 1, Scope 2 and Scope 3) | 3,833,236 2,896,943 | 1,991,241 2,303,922 2,607,496 | 2,652,153 | |||
| Total (Scope 1, Scope 2 and Scope 3) CO2 in tonnes/sales in SEK billion. | 290 | 231 | 193 | 248 | 314 | 334 |
Our emissions linked to electricity, heating and cooling (Scope 2 - market based) have decreased by about 95 percent during the period since 2014/15 and amounted to barely 25 tonnes in 2019/20. The main explanation for the sharp decline is that almost all offices, warehouses and data centers are now powered by green electricity. We are also seeing effects from the introduction of our new company car policy, with conversion to electric hybrid cars, which has started to give visible results during the year and will continue to do so in the coming year (Scope 3 emissions from lease vehicles).
The transportation of our products to customers results in the largest amount of emissions, accounting for 71 percent (69). Through close dialogue with our freight carriers and the beginning of a transition to fossil-free fuels for their vehicle fleets, we can confirm that the amount of emissions from transportation has remained at the same level as in 2014/15, despite our strong growth in volumes that entails an increased amount of transportation. To further reduce emissions, we see a a need for the transportation industry to work together at a faster pace to convert the vehicle fleet to fossil-free fuels.
Emissions from business travel has increased during the five-year period and is mainly due to the number of employees increasing in line with new acquisitions. A contributing factor to the increase in 2019/20 is the change in reporting methods that the business travel agency is using to measure business trips. We can note that our ongoing change in behaviour with digital working methods and digital meetings developed positively in the second half of the year. We believe in a permanently changing approach and behavior around travel, largely as a consequence of the corona pandemic and the rapid digitalisation.
| Emissions of CO2 for Dustin excluding not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| GHG Scope 1 direct emissions from company-owned vehicles (kg CO2e) | 17,478 | 23,390 | 19,889 | 10,709 | 18,805 | 14,216 |
| GHG Scope 2 indirect emissions from purchased electricity, heating & cooling (kg CO2e) | ||||||
| GHG Scope 2 – 'market-based' | 24,688 | 40,452 | 41,913 | 304,698 | 470,897 | 511,711 |
| GHG Scope 2 – 'location-based' | 1,153,070 1,208,403 | 1,610,894 | 1,401,262 | 1,253,799 | 1,236,881 | |
| GHG Scope 3 (other indirect emissions) | ||||||
| Emissions from outbound transport activities (kg CO2e) | 1,653,558 | 1,574,236 | 1,443,196 | 1,434,518 | 1,632,937 | 1,790,398 |
| Emissions from business travel (kg CO2e) | 423,972 | 352,252 | 265,887 | 276,558 | 211,074 | 123,410 |
| Emissions from off-premises data centres (kg CO2e) | 17,368 | 27,811 | 1,142 | – | – | – |
| Emissions from lease vehicles (kg CO2e) | 195,347 | 275,194 | 219,214 | 277,439 | 273,783 | 212,418 |
| Total (Scope 1, Scope 2 and Scope 3) | 2,332,412 2,293,335 | 1,991,241 2,303,922 2,607,496 | 2,652,153 |
Emissions for acquired but not integrated companies The operations that we acquire are more focused on the provision of services, and where data centres, followed by service vehicles and local offices have the greatest climate impact. Acquired operations must start reporting CO2 emissions and shift to
renewable energy within 12 months from the date of acquisition. At the same time, we work actively to consolidate the offices and data centers in our acquired operations. Vincere is our largest acquisition to date in relation to sales, employees, data centers and offices and accounts therefore for the majority of
emissions created by our acquired but not integrated companies. During the fourth quarter of the financial year, Vincere tranferred to renewable electricity. A transition that will yield positive results from 2020/21 but that has a limited effect on the year's results.
| Emissions of CO2 for acquired but not integrated companies | 2019/20 | 2018/19 |
|---|---|---|
| GHG Scope 1 direct emissions from company-owned vehicles (kg CO2e) | 203,244 | 115,640 |
| GHG Scope 2 indirect emissions from purchased electricity, heating & cooling (kg CO2e) | ||
| GHG Scope 2 – 'market-based' | 317,071 | 154,423 |
| GHG Scope 3 other indirect emissions such as data centres and service vehicles (kg CO2e) | 980,509 | 334,545 |
| Total (Scope 1, Scope 2 and Scope 3) | 1,500,824 | 603,608 |
If we include the effects of climate compensation, reuse and recycling, emissions corresponding to 1,649 tonnes of CO2 equivalents were prevented
during the year. Seen over the five-year period, the accumulated prevented emissions from climate compensation, reuse and recycling correspond to 37 percent of Dustin's accumulated emissions during the same five-year period. The number of end-of-life returns for 2019/20 has decreased compared with 2018/19, primarily as a result of the corona pandemic.
| Emissions prevented in the value chain | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| GHG Scope 3 (other indirect emissions) | ||||||
| Climate compensation of emissions from transportation (kg CO2e) | -69,769 | -47,823 | -51,416 | -32,734 | -43,620 | -40,996 |
| Emissions prevented through reuse of old devices (kg CO2e) | -1,345,846 | -2,038,516 | -894,125 | -368,815 | -217,025 | -112,899 |
| Emissions prevented through recycling of waste (kg CO2e) | -233,533 | -216,466 | -201,221 | -96,181 | -42,260 | -36,660 |
| Total emissions prevented (kg CO2e) | -1,649,148 -2,302,805 -1,146,762 | -497,730 | -302,905 | -190,555 |
We work in a dedicated manner to reduce emissions for the areas we can directly impact, such as the transition to renewable energy sources. Our target is that our premises will be powered by renewable energy. At the end of the financial year, all of the premises of our integrated companies were powered by renewable energy. At the end of the financial year, Vincere also transferred to green electricity. In the fourth quarter of 2019/20, a decision was made to accelerate the strategy in services and solutions, in part involving the
closures of a number of smaller offices. This will lead to further reductions of our emissions beginning at the start of the 2020/21 financial year.
Our total energy use during the 2019/20 financial year amounted to 7,862 MWh (6,790), in which the inclusion of Vincere's environmental reporting accounted for the entire rise. Energy use for our integrated operations declined to 4,590 MWh (4,819) for the 2019/20 financial year. The central warehouse accounts for the single
greatest usage. At the end of the financial year, a project was initiated to install solar panels on the roof of the central warehouse, which is expected to reduce purchased energy supplies considerably. The initiative to optimise our data centre structure, and accelerate our services and solutions strategy will contribute positively to reducing our energy use moving forward with fewer and more energy-efficient data centres and less offices in the Nordic region. Energy use in our integrated operations has been relatively stable for the past few years.
| Energy use within all of Dustin | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| Electricity use, total (kWh) | 5,838,378 | 4,955,895 | 3,462,896 | 2,710,809 | 2,513,687 | 2,431,460 |
| Heating, total (kWh) | 1,672,528 | 1,586,387 | 1,335,080 | 1,481,056 | 1,212,204 | 1,234,280 |
| Cooling, total (kWh) | 350,746 | 247,716 | 95,532 | 64,831 | 82,850 | 91,608 |
| Total energy (kWh) | 7,861,653 | 6,789,998 | 4,893,507 | 4,256,696 | 3,808,741 | 3,757,348 |
| Energy use for Dustin excluding not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
| Electricity use, total (kWh) | 3,242,258 | 3,143,340 | 3,462,896 | 2,710,809 | 2,513,687 | 2,431,460 |
| Heating, total (kWh) | 1,216,251 | 1,511,781 | 1,335,080 | 1,481,056 | 1,212,204 | 1,234,280 |
| Cooling, total (kWh) | 131,328 | 164,115 | 95,532 | 64,831 | 82,850 | 91,608 |
| Total energy (kWh) | 4,589,837 | 4,819,236 | 4,893,507 | 4,256,696 | 3,808,741 | 3,757,348 |
| Energy use for acquired but not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
| Electricity use, total (kWh) | 2,586,120 | 1,812,555 | – | – | – | – |
| Heating, total (kWh) | 456,277 | 74,606 | – | – | – | – |
| Cooling, total (kWh) | 219,418 | 83,603 | – | – | – | – |
| Total energy (kWh) | 3,271,815 | 1,970,764 | – | – | – | – |
Our operations create waste of various types, primarily connected to the sale of hardware. We sort the waste into different categories in order to maximise opportunities for recycling. This includes wood, cardboard, waste paper, plastic, combustible household waste, coloured and non-coloured glass, metal and aluminium cans. Operations at our central warehouse and head office generated 835 tonnes
(589) of waste during the 2019/20 financial year. The amount increased compared with the preceding financial year, primarily as a result of higher business volumes of hardware sales and the installation of the robot solution when many picking places was physically removed. We take back waste consisting of electrical and electronic products as part of our producer responsibility, but this is not included in the reported figures.
| Waste for Dustin excluding not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| Recycling (kg) | 416,720 | 167,471 | 145,884 | 108,129 | 104,163 | 121,344 |
| Energy recovery (kg) | 417,678 | 421,911 | 434,383 | 400,936 | 359,980 | 373,650 |
| Landfill (kg) | 901 | – | – | 70 | – | 1,000 |
| Total amount of waste (kg) | 835,299 | 589,382 | 580,267 | 509,129 | 464,143 | 495,994 |
For the 2019/20 financial year, the amount of hazardous waste generated at our central warehouse and head office declined to 121 tonnes (185). Hazardous waste comprises such things as fluorescent tubes, batteries and end-of-life electronics equipment that could be flammable or toxic to humans and the environment. Hazardous
waste is sorted in accordance with local legislation. 11 kg of this was sent to landfill, while most of it was reused, recycled, diverted towards energy recovery or handled in some other form to reduce climate impact. The "Other treatment method" in the table below refers to the final disposal of hazardous waste in accordance with applicable laws and regulations, which differ depending on the type of waste.
| Hazardous waste for Dustin excluding not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| Recycling (kg) | 109,571 | 159,312 | 10,801 | 204,893 | 273,893 | 79,283 |
| Energy recovery (kg) | 11,328 | 16,712 | 105 | 31,966 | 65,617 | 17,054 |
| Landfill (kg) | 11 | – | – | – | – | – |
| Other treatment method | 8,688 | 9,374 | 75 | 6,784 | 5,924 | 2,146 |
| Total amount of hazardous waste (kg) | 121,092 | 185,398 | 10,981 | 243,643 | 345,434 | 98,483 |
As a first step in the transition to a circular IT industry, we set a target in 2014/15 to handle 140,000 end-of-life returns. A target that felt out of reach. Five years later, we can note that we have exceeded our own expectations and handled 204,907 end-of-life returns, of which 90 per cent have been able to be reused, thereby sparing emissions equivalent to 4,977 tonnes of CO2.
In the 2019/20 financial year, we handled end-of-life returns for a total of 57,079 sold products (83,540) – 18 per cent under our interim target for the year of 70,000 products. Of these products, 52,995 could be re-used (79,084) and the remainder – 4,085 products – were recycled (4,456). We have handled a total of 204,907 products as end-of-life returns since 2014/15, which means we have comfortably passed our target of a total of 140,000 returned products for 2020 by far. The corona pandemic and its effects such as fewer open workplaces have, together with the correction of previously reported end-of-life returns, negatively impacted the number of returns during the latter part of the year.
In a circular economy, nothing goes to waste, products, components and raw materials can continually be taken care of, reused and continue to be of value. To lease and take back to reuse products means that we can use our resources in a more efficient way while reducing our CO2 emissions. During the year, through our end-of-life returns, we have offered larger customers previously used products.
Our end-of-life returns service is a significant factor behind our success, and it was launched as a part of our endeavour to achieve a more circular offering. We have become better at explaining the advantages to our customers and our sales personnel have
incentive programmes linked to end-of-life returns. Customer awareness and demand has also increased. Competitive prices linked to end-of-life returns and our ability to ensure compliance with rules and regulations for information security and waste management have bolstered our development. An increase in demand and clear environmental gains are encouraging us to further increase the share of end-of-life returns and to promote an entirely circular customer offering.
The products that have been returned primarily include the categories desktop computers, laptops, tablets, mobile phones, monitors, servers, networking equipment and printers.
products have been returned over a five-year period
Target
* Applies to reported end-of-life returns from external partners
We believe that healthy working conditions and responsible manufacturing require transparency, presence, collaboration and understanding. Since 2018, Dustin has been a member of the Responsible Business Alliance (RBA), which is the world's largest industry coalition dedicated to corporate social responsibility in global supply chains dealing with industry. As one of few partners dealing in IT, we also elect to be on-site in the factories where the manufacturing takes place, conducting audits and conversing with people who work there. We have maintained the same target set in 2015/16 of conducting 80 factory audits, a target that we have exceeded.
For us, it is a matter of being transparent in relation to our customers and working together with our suppliers for positive work conditions in the manufacturing of the products we sell. Our Supplier Code of Conduct and continuous factory audits provide a basis for ensuring this.
Out of our hardware suppliers* for direct purchases, 99.8 per cent (99.6) of distributors and manufacturers have adopted Dustin's Code of Conduct or have an alternate Code of Conduct with at least one equivalent requirement. When it comes to new hardware suppliers*, the number who have adopted our Code of Conduct has risen significantly to 94.3 per cent (72.8).
For the next stage in the supply chain, 90.4 per cent (88.8) of hardware manufacturers whose annual purchase volume exceeds SEK 2 million have adopted the Code.
Through the combination of our membership in the Responsible Business Alliance and our factory audits, we can reach more stages in the value chain and get an early insight into ongoing activities, commitment and expertise. This means that we can ensure better work conditions together with our suppliers at factories and warehouses. We also receive an early indication of which suppliers we need to work more actively with in order to reduce the risk of shortcomings.
Dustin has been a member of the Responsible Business Alliance (RBA) since 2018, which is the world's largest industry coalition dedicated to corporate social responsibility in global supply chains dealing with industry.
Together with other members of the RBA, we can work for improved working conditions in the global supply chain and a conflict-free IT industry. Membership also provides us with access to a number of different programmes and tools for training and evaluation that we can use for continuous improvement plans in the supply chain and for manufacturing.
of our hardware suppliers* have adopted our Code of Conduct or equivalent requirements
| 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 | |
|---|---|---|---|---|---|---|
| Share of suppliers* that have adopted the Code of Conduct | 99.8% | 99.6% | 99.8% | 99.8% | 97.0% | 85.0% |
| Share of new suppliers* that have adopted the Code of Conduct | 94.3% | 72.8% | 92.9% | – | – | – |
| Share of suppliers* that have completed a risk assessment | 97.9% | 95.7% | 96.0% | 77.1% | – | – |
| Share of new suppliers* that have completed a risk assessment | 28.1% | 18.0% | 26.6% | – | – | – |
* Refers to hardware suppliers with an annual purchase volume of over SEK 200,000.
As part of our work with responsible manufacturing, we conduct continuous factory audits to ensure that those manufacturers that are not members of RBA also meet our requirements and that we together can improve work conditions in the factories. Our audits are primarily carried out at the manufacturers that we purchase directly from, but also at manufacturing plants for which we have a distributor as a middleman. It is important for us to ensure the implementation of the necessary measures to correct potential shortcomings together with the manufacturers. There is a notable correlation between the number of deviations and the time that we have worked with the manufacturers, for which follow-up visits have revealed fewer deviations compared to new visits. This confirms the value of our work and motivates us to increase our commitment moving forward.
During the 2019/20 financial year, we performed a total of 31 factory audits (20), zero of which were unannounced (0). This means that by the end of the financial year, we had conducted a total of 81 factory audits since 2015/16, and therefore met our target of a total of 80 factory audits to be conducted by 2020.
The corona pandemic has impacted global supply chains to various degrees. A significant portion of our goods are manufactured in China, a country which it has been difficult to access from the end of January until the beginning of May due to the extensive closures of borders and factories. This has affected our factory audit schedule, reporting and implementing subsequent measures. Audits conducted during the latter part of the financial year were carried out virtually due to our inability to be present physically as a result of the prevailing travel restrictions. These audits were conducted with the help of a third party who is familiar with our Code of Conduct and who could be present physically.
82factory audits conducted since 2015/16
During the financial year, the audits identified a total of 658 (708) cases of non-conformance. The number of cases was lower than the previous year, which was primarily attributable to the increase in follow-up visits. This demonstrates that the work we are doing with the manufacturers is yielding results. Most cases of non-conformance were minor, but serious and critical cases of non-conformance were observed at several factories. One (0) "zero-tolerance" nonconformance, concerning child labour, came to our attention (see more in the fact box below). Around 92 per cent of the non-conformance cases related to shortcomings in human rights and occupational health and safety, such as social insurance, working hours, chemicals handling and the lack of a wellfunctioning management system for the work environment. This year's factory audits resulted in the discontinuation of collaboration with one of the factories.
We see a high level of involvement at the manufacturers in pursuing improvements together with us. Around 83 per cent of the cases of nonconformance identified in the first half of the year have been corrected, while correction of the cases discovered in the second half of the year is still ongoing. The reason that rectifying nonconformance has taken a long time is largely due to restrictions as a result of the corona pandemic as well as external factors, such as a lack of permits or certificates.
The audits were led by representatives for Dustin's sustainability team both physically and virtually on those occasions that we were unable to be onsite. Local experts who have been trained in our Supplier Code of Conduct have been on-site in all cases. Some 180 sub-demands from our Supplier Code of Conduct are reviewed during the audits, including age, working hours, wages, freedom of speech, discrimination, machinery safety, chemicals management, living conditions and waste management. Talks are also held with employees, both in groups and individually. The inspection group also visits employee housing and eats in the staff cafeteria. The factory audits are conducted quarterly and corrective measures are carried out continuously thereafter. We have seen clear indications that the number of non-conformance cases decline upon follow-up visits of previously inspected factories.
During the financial year, a zero-tolerance non-conformance was identified under the child labour category. During a factory audit at one of our new suppliers, it was discovered that one of the employees was under the age of 16. To protect the person in question and ensure their safety and rights, we have followed the processes that we have established in case such a situation should arise. In addition, we have worked together with the supplier to identify the root cause, and put together a preventive action plan. Dustin has tried to find a way forward to continue collaboration with the factory but this was not possible and we have therefore decided to terminate our partnership.
Our Supplier Code of Conduct also covers requirements concerning conflict minerals in order to stop the financing of armed groups via the extraction and trade of such minerals. In 2019/20, we performed risk assessments in the supply chain for our private label regarding minerals and their origins. At the end of the financial year, 99 per cent of our own-brand products (99) were free of conflict minerals. This means that the minerals come from certified conflictfree smelters that have passed a review under the Responsible Minerals Initiative (RMI). A total of 214 smelters were reviewed (102), corresponding to 99 per cent (99) of our suppliers; as for the remaining 1 per cent, we are awaiting certificates or are working on replacing the smelter. The ambition is for all of our private labels to be free from conflict materials. Our end-of-life returns service is an example of an initiative that also reduces the extraction of minerals by taking care of and reusing the minerals.
| Area | Requirement | Number of non conformances |
Examples of non-conformances |
|---|---|---|---|
| Human rights |
Right to Freedom of Association and Collective Bargaining | 11 | Shortcomings in dialogue with factory management and employees |
| and labour | Non-discrimination | 8 | Discovery of discrimination regarding age and gender |
| Grievance Systems | 2 | Lack of complaint mechanism | |
| Fair Compensation | 46 | Lack of social insurance or correct remuneration for overtime work | |
| Decent Working Hours | 47 | Overly long working days and poor control of ensuring at least one day of rest per week | |
| Child Labour Avoidance | 7 | Lack of action plan if a child is discovered at the workplace | |
| Juvenile and Student Worker Protection | 20 | Poor control in preventing overtime for young employees | |
| Freely Chosen Employment | 8 | Lack of employment contract | |
| Inhumane Treatment | 9 | Shortcomings in training around humiliation | |
| Health and safety | Health and Safety Management System | 41 | Shortcomings in management system for occupational health and safety |
| Health And Safety Permits | 7 | Lack of occupational health and safety permits | |
| Emergency Preparedness | 4 | Lack of emergency preparedness plan | |
| Injury and Incident Management | 17 | Deficient documentation and follow-up of work-related injuries and accidents | |
| Physically Demanding Work | 2 | Moving very heavy packages without technical tools | |
| Machine Safety | 36 | Insufficient safety devices | |
| Chemical Safety | 93 | Deficiencies in knowledge and handling of chemicals | |
| Personal Protective Equipment (PPE) | 34 | Lack of, or incorrect, protective equipment in use | |
| Fire Protection | 54 | The workplace has not ensured that all employees have taken part in fire drills | |
| First Aid | 26 | Deficient knowledge of first aid | |
| Housing conditions | Food and Water | 26 | Shortcomings in hygiene related to food handling |
| Worker Dormitories | 18 | Shortcomings in fire safety for employee housing | |
| Environmental | Resource Reduction and Continuous Improvement | 15 | Lack of improvement targets |
| protection | Environmental Management System | 37 | Shortcomings in environmental management system |
| Environmental Permits and Reporting | 4 | Lack of environmental permits | |
| Storm Water Management | 0 | Deficiencies in preventing hindrances to proper storm water drainage | |
| Hazardous and Non-hazardous Waste Management | 17 | Deficiencies in control over amount of waste and hazardous waste generated | |
| Air Emissions | 11 | Deficiencies in keeping air emissions under control | |
| Storm Water Management | 5 | Deficiencies in collecting storm water from a licensed handler | |
| Materials Restrictions | 4 | Discovery of prohibited process chemicals | |
| Legal compliance | Legal and Regulatory Compliance | 35 | Shortcomings in monitoring routines regarding legal requirements |
| and ethical business | Anti-corruption | 0 | Lack of training for employees exposed to risks related to corruption and bribes |
| principles | Conflict minerals | 6 | Lack of policy concerning risk assessment and use of conflict minerals |
| Whistleblower Protection and Anonymous Complaints | 7 | Lack of opportunities for managing anonymous complaints | |
| Information Protection | 1 | Shortcomings in the handling of sensitive information | |
| Total | 658 |
As an IT company, we are convinced that a diverse and broad representation of individuals in the company will allow us to be a better partner to our customers. This is particularly true in an industry that is typically male-dominated. Five years after setting out first target, we have achieved a gender balance on the Board of Directors and Group Management, 38 per cent of all managers are women and we have employees of over 20 nationalities. We are very satisfied with this and it is something we can build on further.
It is gratifying to exhibit progress in Group Management, having at the end of the financial year achieved a gender balance of 50/50 (44/56), while the gender balance in the Board of Directors remained unchanged at 43/57 (43/57). At the end of the financial year, our gender balance (women/men) at the senior level was unchanged at 38/62 (38/62). The gender balance in Dustin as a whole has worsened somewhat to 30/70 (31/69), excluding not integrated companies.
During the financial year, we have increased our focus on diversity and equality in operations. We have invited all employees to training courses in order to understand diversity and make its importance clear. Our recruiting managers have received further training on how to recruit in an inclusive manner.
Progress is most clear on a Group Management level, where during the course of five years we have gone from a gender distribution of 9/91 to 50/50. Progress is almost as significant on a senior level. We see this as an important signal for the organisation as a whole in our efforts to reach a more equal gender distribution across the company. Our efforts have been made evident by the Allbright Foundation having rated Dustin as one of Sweden's most equal listed companies, placing us on their green list.
Taken together, we are satisfied with our work with equality during the five-year period, despite not quite reaching the set targets. We have made considerable progress in a male-dominated industry and, in total, the proportion of women has increased from 22 per cent five years ago to 30 per cent today, despite marked growth in the organisation. Our acquired companies have been clearly male-dominated and have in general been behind when it comes to gender distribution, which has curbed our progress. From a longer perspective, we see our efforts as being able to contribute and inspire positively for our industry to promote greater gender equality.
| Gender distribution, Dustin excluding not integrated companies | 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
|---|---|---|---|---|---|---|
| Total target | 40/60 | 37/63 | 33/67 | 29/71 | 26/74 | 22/78 |
| Total outcome | 30/70 | 31/69 | 30/70 | 29/71 | 27/73 | 22/78 |
| Senior level target | 40/60 | 36/64 | 32/68 | 28/72 | 24/76 | 20/80 |
| Senior level outcome | 38/62 | 38/62 | 36/64 | 31/69 | 31/69 | 20/80 |
| Group Management target | 40/60 | 36/64 | 28/72 | 21/79 | 15/85 | 9/91 |
| Group Management outcome | 50/50 | 44/56 | 40/60 | 30/70 | 11/89 | 9/91 |
| Board of Directors target | 40/60 | 36/64 | 31/69 | 26/74 | 22/78 | 17/83 |
| Board of Directors outcome | 43/57 | 43/57 | 43/57 | 50/50 | 29/71 | 17/83 |
| Employees, Dustin excluding not integrated companies | Total | Women | Men | Other* | ||
| Total | 1,171 (1,079) | 349 (330) | 822 (747) | –(2) | ||
| New employment | 142 (306) | 47 (105) | 95 (200) | –(1) | ||
| Employment terminated | 212 (193) | 56 (55) | 156 (138) | –(–) | ||
| Workforce distribution, for all of Dustin | Total | Women | Men | Other* | ||
| Workforce, incl. acquisitions | 1,743 (1,765) | 415 (409) 1,328 (1,356) | –(2) | |||
| Full-time employees, incl. acquisitions | 1,695 (1,727) | 391 (389) 1,304 (1,336) | –(2) | |||
| Part-time employees, incl. acquisitions | 48 (38) | 24 (20) | 24 (18) | –(–) |
* Refers to employees who consider themselves as non-binary – either between or beyond genders.
has rated Dustin as one of Sweden's most gender equal listed companies
We always aim to be a safe partner for our customers, partners and other stakeholders. As such, we maintain consistent dialogue regarding business ethics and anti-corruption. We scrutinise the organisation regularly and work in particular with training and discussions concerning dilemmas so that we connect this as a natural part of our day-to-day working lives.
Continuous training, interactive discussions and risk assessments help us increase awareness and act responsibly in issues concerning business ethics and anti-corruption. Just over one year ago, we launched a new web-based training course concerning our Code of Conduct. The course is available in all the languages of the Nordic region, as well as Dutch and English. Online training is targeted at all employees; in conjunction with the course, employees confirm that
they undertake to follow the Code of Conduct. During the financial year, we also implemented a follow-up for employees who did not complete the online training course last year. At the end of the financial year, 96.7 per cent (85.6) had completed the course.
We work continuously on recurrent training of our employees in business ethics dilemmas, which makes it easier to act correctly in difficult situations. For our acquired companies, we carry out continuous training for our corporate culture as well as how to handle anti-corruption, representation, gifts and conflicts of interest.
Using open dialogue and training for our suppliers concerning our business ethics requirements, we intend to build good and responsible business relationships and work together to prevent risks. During the year, we have held ongoing dialogues with our largest suppliers in the Nordic region concerning
business ethics. The suppliers have confirmed their commitment to follow our business ethics requirements through our Supplier Code of Conduct or by possessing their own Code of Conduct which we assess to be compatible with our undertakings.
During 2019/20, all of our business areas have assessed risks concerning business ethics and anticorruption. No whistle-blower cases were recorded in 2019/20.
| 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 | |
|---|---|---|---|---|---|---|
| Share of business areas that underwent an annual risk assessment | 100% | 100% | 100% | 100% | 100% | 100% |
| 2019/20 | 2018/19 | 2017/18 | 2016/17 | 2015/16 | 2014/15 |
100% of our business areas underwent
an annual risk assessment
Our business ethics guidelines contain a clear framework for our employees to comply with. It is required that all employees read and comply with these. They are prepared based on the Code to Prevent Corruption in Business, published by the Swedish Anti-Corruption Institute (IMM). We apply the following principles in order to avoid the risk of bribery:
All employees are encouraged and expected to report suspected violations to their immediate manager, Group Management or the company's General Counsel. We have a whistle-blower system that allows employees to anonymously report suspected violations. The function is based on a secure web-based reporting system and managed by the Chair of the Audit Committee.
Business ethics are an important aspect of responsible business for both us and our stakeholders. We never accept bribes or other violations of our principles of business ethics. We make clear that violations of these principles may lead to the end of a partnership, and may also have consequences in labour law and criminal law for the perpetrator. The purpose is to create a responsible corporate culture and awareness of risks, thus strengthening trust on the part of our stakeholders.
Dustin Group AB ("Dustin") is a leading online IT partner serving the Nordic region and the Netherlands. The company offers IT products with related services and solutions to companies, the public sector and private individuals, with a primary focus on small and medium-sized businesses. Dustin is a Swedish public limited company with its headquarters in Nacka Strand outside Stockholm. The share was listed in the Mid Cap segment on Nasdaq Stockholm on February 13, 2015.
We employ a multichannel model where the majority of sales take place online, supplemented by
Net sales
2.3 %
relationship-based and consultative selling over the telephone or through customer visits. We conduct operations in Sweden, Denmark, Finland, Norway and the Netherlands through the business segments: SMB (Small and Medium-sized Businesses), LCP (Large Corporate and Public sector) and B2C (Business to Consumer). These are supported in turn by a number of scalable and shared central functions, including the online platform, purchasing, warehousing and logistics, pricing, finance, marketing, IT and HR. Sales to the SMB and LCP segments amount to approximately 95 per cent of total sales.
Proposed dividend per share
3.9 %
• During the first quarter, we launched e-commerce in the Netherlands and now offer products, services and solutions over the internet. Our e-commerce in the Netherlands, dustin.com, is targeted at companies and private individuals, with a Q1 focus on small and medium-sized businesses.
Q2 • During the second quarter, the Norwegian subsidiaries Core Services AS and Purity IT AS were merged with Dustin Norway AS. The merger was a step in further integration of the businesses into the shared IT platform.
SEK 13,195 million EBIT SEK 387 million SEK 2.20 Organic sales growth Gross margin 15.5 % Adjusted EBITA margin
Q3
• In connection with the outbreak of the corona pandemic and a higher rate of digitalisation in society, we decided to increase the pace of the planned development in services and solutions. We did this by consolidating 14 offices and reducing our workforce within the scope of the existing strategy.
• Stephanie Forsblom became new EVP Marketing & Communication. Martin Lindecrantz was appointed new EVP HR and replaced Morten Jakobi, who is now EVP Netherlands. All of the above have begun in their new positions during the fourth quarter and are Q4 members of our Group Management.
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| Net sales | 13,195.4 | 12,535.7 | 5.3 |
| EBIT | 387.2 | 489.1 | -20.8 |
| Profit after net financial items |
335.2 | 444.9 | -24.7 |
| Net profit for the year |
277.3 | 356.2 | -22.2 |
Net sales for the year increased 5.3 per cent to SEK 13,195 million (12,536). Organic growth was 2.3 per cent (9.9), of which SMB accounted for a negative 1.4 per cent (pos: 4.0), LCP for a positive 6.1 per cent (pos: 16.5) and B2C for a negative 3.9 per cent (neg: 3.9). Acquired growth was 3.4 percentage points (9.9) and exchange-rate differences had a negative impact of 0.5 percentage points (pos: 1.9).
Net sales are distributed between the segments as follows:
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| SMB | 5,717.4 | 5,532.9 | 3.3 |
| LCP | 6,880.9 | 6,376.8 | 7.9 |
| B2C | 597.0 | 625.9 | -4.6 |
| Total | 13,195.4 | 12,535.7 | 5.3 |
Gross profit for the year fell SEK 46 million, corresponding to 2.2 per cent, to SEK 2,043 million (2,089) in relation to the preceding year. The gross margin declined to 15.5 per cent (16.7), primarily due to a changed sales mix, with a higher share of sales in public contracts and a higher share of computer hardware at a lower margin. Furthermore, a strong decline in project-related income with higher margins had a negative impact on the gross margin.
EBIT amounted to SEK 387 million (489). EBIT includes items affecting comparability of negative SEK 31 million (pos: 4), which during the year mainly comprised restructuring costs of SEK 27 million (–), a positive effect of SEK 20 million (48) from a change in acquisition-related liabilities and integration costs of SEK 16 million (–). SEK 8 million (18) pertained to costs for the development of the IT platform for online sales in the Netherlands, which was launched at the end of October 2019. For more information, refer to Note 5 Items affecting comparability.
During the year, adjusted EBITA fell 7.6 per cent to SEK 517 million (560). The adjusted EBITA margin declined to 3.9 per cent (4.5). A lower gross margin is the explanation for the decline, which was partly offset by cost savings. Adjusted EBITA excluded items affecting comparability of negative SEK 31 million (pos: 4), which are specified in Note 5 Items affecting comparability.
Financial expenses for the year amounted to SEK 53 million (45), and mainly pertained to borrowing costs of SEK 40 million (38) for external financing. The financial expenses were also impacted by interest expenses related to leases in an amount of SEK 14 million in accordance with the IFRS 16 accounting standard. Financial income amounted to SEK 1 million (1).
The tax expense for the year was SEK 58 million (89), corresponding to an effective tax rate of 17.3 per cent (19.9). The low effective tax rate for the year was mainly attributable to the remeasurement of Dutch deferred taxes due to reduced corporate income tax. The effective tax for the year was also impacted by non-taxable income from the remeasurement of acquisition-related liabilities.
Net profit for the year totalled SEK 277 million (356). Earnings per share amounted to SEK 3.13 (4.12) before dilution and SEK 3.13 (4.11) after dilution.
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| Net sales | 5,717.4 | 5,532.9 | 3.3 |
| Segment result | 510.6 | 584.4 | -12.6 |
| Segment margin (%) | 8.9 | 10.6 | – |
Net sales for the year increased 3.3 per cent (26.5) to SEK 5,717 million (5,533). Acquisition-related growth accounted for 4.8 percentage points (21.1) of the growth while exchange-rate differences accounted for a negative 0.1 percentage points (pos: 1.3). Organic growth was negative 1.4 per cent (pos: 4.0), a decrease attributable to a cautious market situation related to the corona pandemic during the second half of the year.
SEK million
During the second half of the year, the business was characterised by a stable performance for hardware sales, primarily among small and mediumsized businesses. Contractual recurring revenues from subscription-based services were stable. The development of project-related services, such as customers signing up to new services and the installation of conference rooms and suchlike was weak, as a consequence of closed offices. Demand from larger companies in the segment was generally more cautious.
Profit for the segment fell 13 per cent, corresponding to approximately SEK 74 million, to SEK 511 million (584). The segment margin declined to 8.9 per cent (10.6).
The change was primarily attributable to:
During the year, software and services as a percentage of sales remained unchanged at 24 per cent (24) in the segment. At the end of the financial year, the customer base for SaaS configurations in integrated operations had increased to a total of 186,000 users (76,417) in the Nordic region.
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| Net sales | 6,880.9 | 6,376.8 | 7.9 |
| Segment result | 410.9 | 359.4 | 14.3 |
| Segment margin (%) | 6.0 | 5.6 | – |
Net sales for the year increased 7.9 per cent (20.7) to SEK 6,881 million (6,377). Acquisition-related growth accounted for 2.6 percentage points (1.8) while exchange-rate differences accounted for a negative 0.7 percentage points (pos: 2.3). Organic growth was 6.1 per cent (16.5), where lower growth was mainly attributable to weak demand from larger companies during the second half of the year.
The trend for sales to the public sector remained stable during the year and was less affected by the ongoing pandemic. The market for larger companies was challenging during the second half of the year due to the official restrictions.
Profit for the segment rose 14 per cent, corresponding to approximately SEK 52 million, to SEK 411 million (359). The segment margin increased to 6.0 per cent (5.6).
The change was primarily attributable to:
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| Net sales | 597.0 | 625.9 | -4.6 |
| Segment result | 37.1 | 36.7 | 1.1 |
| Segment margin (%) | 6.2 | 5.9 | – |
During the year, net sales fell 4.6 per cent (neg: 2.4) to SEK 597 million (626). Organic growth was negative 3.9 per cent (neg: 3.9). Exchange-rate differences accounted for a negative 0.8 percentage points (pos: 1.6). The business was characterised by a relatively stable performance for hardware sales for most of the year. The fourth quarter was weak following a peak in demand in connection with the corona pandemic outbreak.
The segment result increased 1.1 per cent to SEK 37 million (37). The segment margin increased to 6.2 per cent (5.9), due to the continued focus on margin ahead of volume in the consumer business.
Dustin's central functions hold the key to efficient delivery of the Group's offerings in all markets, the generation of economies of scale and the simplification of the integration of acquired operations. Costs in the financial year for central functions amounted to 3.3 per cent (3.4) of sales. Costs for central functions amounted to SEK 441 million (421), with the increase attributable in absolute terms to the integration of previously acquired businesses.
2,000 1,500 1,000 500 0 SEK million 9,0% 8,0% 7,0% 6,0% 5,0% 4,0% 16/17 Q1 16/17 Q2 16/17 Q3 16/17 Q4 17/18 Q1 17/18 Q2 17/18 Q3 17/18 Q4 18/19 Q1 18/19 Q2 18/19 Q3 18/19 Q4 19/20 Q1 19/20 Q2 19/20 Q3 19/20 Q4
A positive earnings effect of IFRS 16 of SEK 6 million (–) is included in the costs for central functions for the year. For additional financial data on the segments, refer to Note 3.
| SEK million | 19/20 | 18/19 | Change, % |
|---|---|---|---|
| Cost for central functions |
-441.3 | -420.7 | 4.9 |
| Costs in relation to net sales (%) |
-3.3 | -3.4 | – |
| SEK million | Aug. 31, 2020 |
Aug 31, 2019 |
|---|---|---|
| Inventories | 482.9 | 465.7 |
| Accounts receivable | 1,256.6 | 1,460.4 |
| Tax assets, other current receivables, as well as prepaid expenses and accrued income |
256.5 | 313.9 |
| Accounts payable | -1,543.6 | -1,712.3 |
| Tax liabilities, other current liabilities, accrued expenses and deferred income |
-874.2 | -595.3 |
| Net working capital | -421.8 | -67.6 |
| SEK million | Aug. 31, 2020 |
Aug 31, 2019 |
|---|---|---|
| Non-current assets | 5,050.0 | 4,745.6 |
| Current assets | 2,726.1 | 2,522.7 |
| Total assets | 7,776.1 | 7,268.3 |
| Equity | 2,455.6 | 2,460.3 |
| Non-current liabilities | 2,764.8 | 2,265.8 |
| Current liabilities | 2,555.7 | 2,542.3 |
| Total equity and liabilities | 7,776.1 | 7,268.3 |
At year end, net working capital amounted to a negative SEK 422 million (neg: 68). The year-on-year change in net working capital was mainly a result of tax liabilities and other current liabilities. Dustin exercised the tax credits offered in Sweden, Norway and Denmark, which increases current liabilities yearon-year by approximately SEK 240 million. The lower level of accounts payable is mainly attributable to the decrease in business volume and was also offset by extended credit periods to suppliers. The decline in accounts receivable was mainly attributable to lower sales in the final month of the period.
At the end of the year, net debt amounted to SEK 1,940 million (1,736). The change was attributable to higher lease liabilities that were offset by higher cash and cash equivalents. The increased lease liability is attributable to the implementation of IFRS 16 Leases. In total, cash and cash equivalents amounted to SEK 730 million (281). The increase is mainly attributable to extended credit periods with suppliers and expanded tax credits. At the end of the year, there was also an unutilised overdraft facility of SEK 100 million (270) and an unutilised credit facility of EUR 5 million (5) in the Dutch operations.
At the end of the year, net debt in relation to adjusted EBITDA in the past 12-month period, excluding the effects of IFRS 16 Leases, was 2.6 (2.9), which is in the middle of the range for the financial target. When calculated including the effects of IFRS 16, the net debt ratio would have amounted to 2.7. For calculation, see source of alternative performance measures.
| SEK million | Aug. 31, 2020 |
Aug 31, 2019 |
|---|---|---|
| Liabilities to credit institutions | 2,159.0 | 2,006.1 |
| Lease liabilities | 511.5 | 11.5 |
| Cash and cash equivalents | -730.1 | -281.3 |
| Net debt | 1,940.4 | 1,736.4 |
Investments made during the year refer to capitalised costs for the integrated IT platform totalling SEK 115 million (87) and other investments in computer equipment and vehicles.
| SEK million | 19/20 | 18/19 |
|---|---|---|
| Capitalised expenditure for IT development (integrated IT platform and other long-term strategic IT systems) |
37.5 | 32.3 |
| Other investments in tangible and intangible assets |
73.8 | 47.2 |
| Cash flow from acquisitions and divestment of operations |
204.3 | 499.5 |
| Cash flow from investing activities | 315.6 | 579.0 |
| Net investment in finance lease assets | 3.1 | 7.5 |
| Net investment in lease assets | 318.8 | – |
| Total | 637.5 | 586.5 |
Cash flow
| SEK million | Aug. 31, 2020 |
Aug 31, 2019 |
|---|---|---|
| Cash flow from operating activities |
867.7 | 264.0 |
| Cash flow from investing activities | -315.6 | -641.8 |
| Cash flow from financing activities | -156.1 | 393.2 |
| Cash flow for the period | 395.9 | 15.5 |
Cash flow for the year was SEK 396 million (16). The year-on-year change was mainly attributable to cash flow from changes in working capital.
Cash flow from operating activities was SEK 868 million (264), with the year-on-year increase mainly attributable to changes in working capital. The period's impact from changes in working capital amounted to SEK 321 million (neg: 126), with the positive year-on-year change primarily due to a lower level of accounts receivable, combined with
an increase in current liabilities. The period was impacted by a lower share of sales in the final month of the period and the lower share of accounts payable is mainly attributable to the decrease in business volume and was to a certain degree offset by extended credit periods to suppliers. For further information regarding working capital, refer to the Net working capital section.
Cash flow from investing activities amounted to a negative SEK 316 million (neg: 642). The change was mainly due to acquisitions made in the preceding year of SEK 536 million. During the year, earn-outs of a negative SEK 209 million (neg: 31) were paid that were attributable to acquisitions completed earlier. Investments in tangible and intangible assets amounted to a negative SEK 111 million (neg: 80), of which a negative SEK 38 million (neg: 32) pertained to the IT platform, and a negative SEK 74 million (neg: 47) mainly pertained to investments in hardware for data centres and in a new platform for customer and market information. The period was also positively impacted in an amount of SEK 5 million attributable to divestments. During the year, investments were also made in the launch of domains for e-commerce in the Netherlands. Investments in assets financed through leasing amounted to SEK 322 million (8) and were mainly attributable to extended leases, IT equipment for service provision, such as servers and network solutions, vehicles, and an investment in enhanced automation of the central warehouse in Rosersberg. The investment refers to a robot solution that increases the level of service for our Nordic customers through shorter handling time in the warehouse and thus shorter delivery times.
Cash flow from financing activities amounted to a negative SEK 156 million (pos: 393). The decrease was mainly attributable to the new share issue of SEK 681 million conducted during the preceding year. The year was positively impacted by a new bank loan raised corresponding to SEK 390 million, in combination with a repayment of SEK 134 million. The repayment of lease liabilities amounted to SEK 149 million and was mainly attributable to the IFRS 16 accounting standard. The year was also negatively impacted by a dividend to shareholders of SEK 266 million (neg: 239) and positively by SEK 4 million (pos: 29) attributable to cash flow effects from longterm incentive (LTI) programmes relating to the payment of warrants issued.
Dustin applies financial measures that are not defined under IFRS. Dustin believes that these financial measures provide the reader of the financial statements with valuable information, and constitute a complement when assessing Dustin's performance. The performance measures that Dustin has chosen to present are relevant in relation to its operations and the company's financial targets for growth, margins and capital structure and in terms of Dustin's dividend policy. The alternative performance measures are not always comparable with those applied by other companies since these companies may have used different calculation methods. Definitions on page 111 present how Dustin defines its performance measures and the purpose of each performance measure. The data presented on page 110 is supplementary information from which all performance measures can be derived.
In 2019/20, Dustin reported organic growth of 2.3 per cent (9.9), in which SMB totalled negative 1.4 per cent (pos: 4.0), LCP a positive 6.1 per cent (pos: 16.5) and B2C negative 3.9 per cent (neg: 3.9). Growth for the SMB segment fell below our financial target, and is mainly attributable to a cautious market climate during the second half of the year. Growth in the LCP segment did not quite achieve the financial targets due to a cautious market climate among larger companies during the second half of the year. The performance of the company's online core business was favourable during the financial year. Limited access to customers' offices has impacted the services and solutions business.
During the year, Dustin focused on integrating previous acquisitions and handling the new market conditions in conjunction with the corona pandemic. No additional corporate acquisitions were completed during the financial year.
During the year, Dustin accelerated the implementation of the strategy for services and solutions by consolidating offices and reducing the workforce, automating the central warehouse with a robot solution and by consolidating its data centres to improve future profitability.
The corona pandemic has accelerated digitalisation in society with an increase in shopping online and greater demand for mobility and cloud solutions. Dustin is well positioned for this with a unique digital relationship to hundreds of thousands of customers, a more optimised e-commerce platform as well as the ongoing build-up of an offering of standardised services to further increase relevance and benefits for customers. Furthermore, Dustin's strong financial position is expected to provide opportunities to further strengthen its position in existing markets and we are well-equipped to face the opportunities and challenges presented by the business climate and our customers.
Dustin is impacted by seasonal variations. Each quarter is comparable between years. Sales volumes are normally higher in November and December, and lower during the summer months when sales and marketing activities are less intense. Similar seasonal variations occur in all geographical markets.
The prevailing situation with the ongoing pandemic has resulted in a considerable increase in uncertainty and Dustin has taken several measures to mitigate the future effects on its operations.
During the period, measures were taken to reduce costs, such as a changed bonus structure and voluntary short-time working for employees. An investment and recruitment freeze was in place during the latter part of the financial year, which has reduced the share of consultants. Ongoing probationary employment was also terminated during the period. Travel restrictions and reduced marketing activity had a positive impact during the quarter. In total, these measures resulted in savings of approximately SEK 35 million during the period.
During the year, two of the Dutch units in the Group applied for government grants for the remuneration of salary-related costs. The government grants were recognised as a reduction in selling and administrative expenses and increased interim receivables. Total remuneration amounts to SEK 3 million.
During the period, impairment testing of goodwill, non-financial assets and financial assets was established. The current financial situation was assessed in relation to the measurement. Detailed analyses of alternative scenarios and sensitivity analyses were conducted to ensure that there was no impairment requirement at the end of the reporting period. The impairment testing has
demonstrated sustained significant margins in the measurements. Dustin will continue to carefully monitor developments to assess any effects on the measurement of the assets.
The uncertain market situation contributed to an increased risk of future credit losses. To address this increased risk, extra measures have been deployed and Dustin has reviewed its provision of credit for certain industries, which has resulted in a positive structure and reduced exposure to credit losses. It has therefore not been considered necessary to make further assessments or adjustment of the model applied for provisions for credit losses, but this is something that Dustin is continuously assessing. Payment discipline among customers remains high and credit losses are at a stable, low level.
In addition to the measures mentioned, Dustin has been offered extended credit terms by suppliers, which is indicative of a strong market position. During the year, Dustin has also exercised the tax credits that the authorities offered in Sweden, Denmark, Finland and Norway.
The Parent Company's share has been listed on Nasdaq Stockholm since February 13, 2015, and is included in the Mid Cap index. At August 31, 2020, the price was SEK 56.4 per share (80.90), representing a total market capitalisation of SEK 5,000 million (7,172). At August 31, 2020, the company had a total of 12,428 shareholders (7,191) according to Euroclear. Our three largest shareholders were Axmedia AB (Axel Johnson Gruppen) with 29.8 per cent, AMF Försäkring & Fonder with 9.9 per cent and Fidelity Investments with 6.1 per cent. A shareholder register with the largest shareholders is presented on our website.
| All amounts in SEK million, unless otherwise indicated | 19/20 | 18/19 | 17/18 | 16/17 | 15/16 |
|---|---|---|---|---|---|
| Net sales | 13,195.4 | 12,535.7 | 10,300.5 | 9,306.2 | 8,300.8 |
| Organic sales growth (%) | 2.3 | 9.9 | 2.0 | 8.6 | 4.4 |
| Gross margin (%) | 15.5 | 16.7 | 15.9 | 14.8 | 15.0 |
| Adjusted EBITA | 517.3 | 559.7 | 500.6 | 426.1 | 389.6 |
| Adjusted EBITA margin (%) | 3.9 | 4.5 | 4.9 | 4.6 | 4.7 |
| EBIT | 387.2 | 489.1 | 443.8 | 349.5 | 323.5 |
| Net profit for the year | 277.3 | 356.2 | 305.1 | 239.1 | 224.9 |
| Earnings per share before dilution (SEK) | 3.13 | 4.12 | 3.91 | 3.08 | 2.89 |
| Cash flow from operating activities | 867.7 | 264.0 | 747.9 | 213.6 | 447.2 |
| Net debt/adjusted EBITDA (multiple) (excl. IFRS 16) | 2.6 | 2.9 | 3.3 | 2.3 | 2.1 |
| Net debt/adjusted EBITDA (multiple) (incl. IFRS 16) | 2.7 | – | – | – | – |
| Return on equity (%) | 11.3 | 14.5 | 18.5 | 16.1 | 15.8 |
The average number of full-time employees was 1,700, compared with 1,644 in the year-earlier period. The increase was primarily attributable to acquisitions in the preceding year, which were therefore not included for the full year.
The most recently resolved guidelines for remuneration of senior executives are described in Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
During the year, new legal requirements for remuneration guidelines came into force. This was due to amendments to the EU directive on shareholders' rights. Accordingly, the Board's proposals for new remuneration guidelines include a number of clarifications. Since both we and the market have developed, a raised ceiling for variable remuneration for senior executives is also proposed. In addition, the proposal does not entail any significant changes in relation to our current remuneration guidelines.
For more information regarding the guidelines, refer to page 69 of the Corporate Governance Report and Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
Guidelines for the remuneration of senior executives are resolved by the shareholders at the Annual General Meeting. The Annual General Meeting, which is to be held on December 14, 2020, will make a decision about the guidelines for remuneration of senior executives. Proposals ahead of the Annual General Meeting are available at www.dustingroup.com. Significant events after the balance-sheet date
The Danish company Exato A/S was acquired in September. The company specialises in standardised services, including IT security, where more than half of income comes from subscription services, primarily small and medium-sized businesses. The acquisition contributes to Dustin's strategy of increasing sales of services and complements Dustin's offering in Denmark. The company reported sales of approximately DKK 30 million during the latest financial year and has approximately 20 employees.
Dustin is launching a new strategy for corporate and social responsibility. The strategy, which will extend until 2030, focuses on three areas: climate, circularity and social equality. For example, the company is the first e-retailer in the Nordic region to announce that it will be entirely climate-neutral by 2030.
Dustin Group AB (Corp. Reg. No. 556703-3062), which is domiciled in Nacka, Sweden, only conducts holding operations. Furthermore, external financing is gathered in the Parent Company.
During the year, net sales amounted to SEK 0.4 million (0.4) and profit totalled SEK 254 million (166). The change is the result of the receipt of a dividend of SEK 106 million (47) from Group companies during the year and intra-Group interest income of SEK 44 million (1). The net currency position during the period was SEK 101 million (neg: 21) and was mainly attributable to the external financing. The Group applies hedge accounting, whereby the net currency position is recognised against equity.
Annual General Meeting Information about this year's Annual General Meeting can be found on page 108.
Dustin's target is to distribute not less than 70 per cent of the profit for the year. However, the Company's financial position, cash flow, acquisition opportunities and future prospects will be taken into consideration. The Board of Directors proposes a dividend of SEK 2.20 (3.00) per share, totalling SEK 195 million (266).
Proposed appropriation of earnings The Board of Directors proposes that available earnings totalling SEK 1,053,124,100 be distributed at SEK 2.20 per share as an ordinary dividend. The proposal states that this amount be appropriated as follows:
| SEK | |
|---|---|
| Dividends | 195,024,146 |
| To be carried forward | 858,099,954 |
| Total | 1,053,124,100 |
In its proposed appropriation of earnings, the Group has taken into consideration the company's operations, need for consolidation, liquidity and financial position in general. The Board of Director's complete statement regarding the proposed dividend is available on our website, www.dustingroup.com
Risks are a natural part of all business operations, just like in other companies, and a certain amount of risk-taking is a prerequisite for our Group's financial growth. Appropriate risk management is therefore fundamental to our running and development of sustainable, profitable business operations. Our risk management aims to ensure proper control of our Group's collective risk exposure and to ensure cost-efficient, systematic management of risks and opportunities in our operations that will create value. This way, we will improve our decision-making processes and increase our opportunities to achieve our strategic, financial and operational targets while complying with laws and regulations.
Our group-wide risk management process is a natural and important part of governing operations. We define risk as a future uncertain event that could have an adverse impact on our ability to achieve our strategic, financial and operational targets, and comply with laws and regulations.
Our risk management process consists of four primary activities:
Our risk identification is carried out by the Group's executive management teams. Each team identifies the most important risks for their area of responsibility and appoints a risk owner for each risk (normally a member of the team or the expanded team). In connection with the appointment of our EVP Netherlands in August, a new executive management team was established for the business area and the Group's framework for risk management was applied in full during the 2020/21 financial year.
We classify all risks in one of the following three categories:
This allocation provides support when we choose suitable methods to identify current, new and emerging risks, the link between them and how to manage them.
• External risks are associated with uncertainties outside our direct control, for example, changes in regulations or altered market conditions. We manage external risks through such measures as routine monitoring of changes in regulations and trends in the market.
When we have identified the risks, we evaluate them based on each risk's potential effects and the likelihood that it will happen during a defined period of time. Assessment of the total risk exposure is our foundation for deciding on risk management measures.
Our executive management teams report the most important risks to our Risk Committee. The Committee assesses the risks and decides which ones will be followed up at the Group level.
Our risk owners are responsible for identifying applicable risk management measures based on the risk assessment. Decisions about risk management measures are made based on the risk assessment and can include:
Our risk owners monitor and report developments in risk to the Risk Committee. The Risk Committee compiles, coordinates and develops our risk management, after which they report to our Group Management and the Board of Directors. Our largest risks and their development are reported at least twice per year to our Audit Committee and/or the entire Board.
Our largest risk areas and the measures taken to manage risks are presented in the following section.
Description An important part of our strategy is to support growth and margin trends through value-adding acquisitions. Acquisitions, for example, to expand the customer base or customer offering will remain part of the growth strategy moving forward. There is a risk that we may not find suitable acquisition targets or acquires a faulty company.
In addition, we also expect that the efficient integration of acquisitions (including synergy effects on costs and revenue) and positive performance in the units acquired will improve our short-and long-term results, but there is a risk this will not happen.
Mitigation We continuously assess a number of companies to identify operations that could strengthen our offering. Prior to a potential acquisition, the operations are evaluated in accordance with a structured procedure before we make a decision in order to assess possibilities and risks in the investment.
We implement a structured integration programme in order to expand the possibilities into a positive earnings effect. The purpose of this is to secure the acquired company's relationships with customers and suppliers, as well as to engage and retain key personnel.
Description A good reputation is of great significance to our success, since one of our success factors is a strong brand. It is important for us to continue operations in accordance with our values, which are characterised by a responsible entrepreneurial attitude.
If any of our suppliers, distributors, other partners or employees do not comply with our strong values, business principles, policies and guidelines, there is a risk that our reputation and brand could be damaged.
Mitigation We undertake thorough work with a responsible entrepreneurial attitude in our areas of focus, as well as by providing continuous information and training concerning our values and business principles. Read more about our values on pages 24 and areas of focus on pages 20.
Moreover, we believe that correct, transparent and reliable communication can prevent the emergence of reputational risk and alleviate the consequences of any incidents.
Description We operate in a dynamic market, and this could have an impact on our role in the market and the value chain.
Changes include new market strategies from manufacturers (for example, manufacturers' acquisitions of companies that supply advanced products and services), new customer behaviour patterns (for example, heightened demand for packaged services, or greater focus on new sustainable offerings) and the development of new technology (including new storage technology where hardware-based storage systems move to cloud-based storage services).
If we are unable to create attractive and profitable customer offerings, this could have an adverse impact on our earnings and market position.
Mitigation To adapt our strategy to this changeable market, our Group Management closely monitors any changes in the market, our customers' expectations and technological developments.
We work intensively to develop new and attractive offerings for our customers. To meet the heightened demand for more advanced products and services, we have created a special function that focuses on developing and enhancing our service offerings, chiefly within managed IT services. This work is carried out in close collaboration with our suppliers and other business partners. We have also focused on integrating acquired companies to strengthen our offering during the year, in addition to further developing our business system and our processes in order to improve the management of our service offering and deliveries to our customers.
Description Our operations are highly dependent on an efficiently performing IT platform. Increasing digitalisation has raised the threat from cyber attacks, and these attacks pose a constant and increasing risk for us. Inadequate protection and incident management could lead to considerable disruptions to our IT platform.
If we are unable to ensure a modern, secure and operationally adapted IT infrastructure and IT platform, this could have a considerable adverse effect on our operations and earnings as well as our reputation.
Mitigation We work continuously to restrict the number of disruptions in our systems and their consequences. Furthermore, we regularly follow up on our customers' views of the availability and response of the IT platform to ensure a high level of customer satisfaction. We also carry out regular assessments to identify improvement measures and the source of potential errors.
To protect ourselves from cyber attacks, our security system and software are updated continuously. We conduct regular penetration tests and ensure strong incident and escalation procedures.
Description We have enjoyed strong growth over the past few years, which in turn places great demands on our employees and executives.
Our ability to attract, recruit, engage and develop the right employees is crucial to achieving the targets we have set and driving our development in accordance with our strategic plan. If we do not have access to the right skills at the right time, our operations and earnings could be negatively impacted.
Mitigation We work continuously on skills development with the aim of developing operations and achieving set targets. We have a talent development process that aims to identify our employees' performance and potential, help our managers focus on the future development of their staff and enable our managers to obtain qualitative input about their staff. We have also created a uniform working method to increase clarity for our managers as well as our other employees.
To identify focus areas expected to increase our employee satisfaction, we regularly carry out employee surveys that are followed up in each team.
Risks of improper benefits Description Description Mitigation Mitigation Our ability to retain customers could decline if we cannot provide satisfactory customer service or match competitors' offerings in the market. If we are unable to retain and attract new customers, this could have a significantly adverse impact on our operations and earnings. In our business operations, there is a risk that our employees will receive or offer improper benefits in connection with purchases and sales. Actual or suspected improper benefits can damage our reputation, lead to fines and exclude us from procurement or investment. We work continuously to follow up and improve our customers' experience by using the Net Promoter Score (NPS), which is used to measure customer satisfaction and customer loyalty. These factors are evaluated and updated continuously in order to pinpoint new factors that have an impact on the overall experience. If the results of the surveys fail to achieve the expected level, we take measures to increase customer satisfaction and customer loyalty. During the year, we worked continuously to reduce the risk of bribes and other improper benefits by increasing awareness internally about how responsible collaboration with suppliers, customers and other partners should be conducted. The purchasing organisation has been given in-depth training in how they can work together with our partners on activities, within the framework of our business ethics guidelines. Moreover, we were in continual dialogue with strategically important suppliers during the year regarding our requirements and expectations for ethically correct behaviour. During the year, new employees were given induction training in our Code of Conduct,
and separate sessions on ethics were held with the units in which risks had been identified. We also held dilemma discussions at recently acquired companies. Our guidelines for representation communicated in the organization contain detailed information on how we at Dustin should act with regard to external representation and on the rules that apply to giving and receiving gifts or other benefits.
Description We process large amounts of data, and strive to ensure privacy and data security as well as to protect our customers' personal data. As a result of increased digitalisation, cloudbased services, data transfer across borders, heightened expectations and tightened legislation, the mitigation of risks associated with customer privacy has become increasingly important.
In addition, there are stringent requirements for security and privacy in the IT products and services we sell.
If we are unable to comply with legal requirements and our customers' requirements for security, this could result in a high level of financial penalties, loss of consumer confidence in us and significant negative impact on our brand.
Mitigation Our work is governed by established guidelines for handling of personal data, which specify principles for collecting, processing and storing personal data as well as security and our customers' rights.
Our data protection programme is managed by an inter-function steering group that is responsible for safeguarding risk management, making strategic decisions and ensuring that our actions comply with laws and internal requirements. The administrative organisation works actively to improve systems and procedures, update security and ensure thorough incident management in order to guarantee that our customers' personal data is processed and protected responsibly.
We have also designated an external data protection officer whose duties include monitoring our compliance with GDPR. Using such documents as the framework for internal controls in data protection efforts, our data protection officer regularly submits reports to the steering group and the Board of Directors.
| Description | We see a risk that incremental improvements regarding reduced CO2 emissions from the entire value chain will not go fast enough year by year. |
|---|---|
| This is largely dependent on past and future improvements in the transport sector as well as other parts of our value chain, that until 2020 were not covered by our climate scope. |
|
| Mitigation | Dustin has established a strategy for the climate area in 2019/20 and launched new targets for 2030, where we will work strategically with a much wider scope than before. This covers the entire value chain from raw materials to end customers with |
the target of reaching zero emissions by 2030.
| Market risks | Financial risks | ||
|---|---|---|---|
| Description | Our operations are impacted by the general economic climate, structural changes, new or changed competition as well as procurement and distribution costs, primarily in the Nordic region and the Netherlands. |
Description | Financial uncertainty and major changes in exchange rates and interest rates can have negative effects. Our ability to secure financing and ensure that the financial exposure is in line with policies and guidelines is essential to fulfilling our financial targets. |
| The market has experienced continual growth over the last few years, but there is a risk that the market will not continue to grow, which will lead to reduced demands for our products and services. Global e-retailers and other digital players are continuously expanding their business and challenging existing business models. More players are competing for the same customers with similar offers and it is easier than ever to make comparisons. The corona pandemic has had major consequences on the global market and drastic measures have been taken in several countries to prevent the spread of infection. It is likely that the virus will continue to spread and that countries will take additional measures to limit infections as well as to support economic growth. It is difficult to predict how long the pandemic will last and what its effects will be on the economy and society at large. A significant economic downturn can have a negative impact on demand for our products and services. Lower sales can, to a certain extent, be offset by lower costs, but there |
Mitigation Financial risks |
Financial risks, such as foreign exchange risk, credit and counterparty risk, liquidity risk and interest rate risk, are managed in accordance with our financial management policy that regulates the distribution of responsibility between the Board of Directors, the CFO and the Head of Financial Reporting and Internal Control. You can read more below for a more detailed description of financial risks and their management. |
|
| would likely be an adverse impact on our earnings. | Foreign exchange risk | ||
| Mitigation | We continuously monitor market development and continue to work to strengthen our digital platform and to adapt our product range and service offering to ensure a relevant, competitive and sustainable customer offering that helps our customers to be at the forefront. Through our partners in China, we have been following the pandemic and its consequences carefully since its early stages. Where local restrictions require it, alternative work places have been used for our employees. Our procurement and sales organisations have regular |
Description | Our risks connected to foreign exchange risk are divided into transaction exposure and translation exposure. Transaction exposure refers to risks associated with purchases and sales in foreign currencies. Translation exposure refers to the exposure of the net assets of our foreign subsidiaries in Denmark, Finland, the Netherlands and Norway. |
| and transparent dialogues with our customers and suppliers to manage any logistics or transportation challenges. We have updated our contingency plans so that we can better manage challenging circumstances. |
Mitigation | In accordance with our financial policy, transactions with a net exposure exceeding SEK 50 million in each currency must be hedged. Our CFO has the right to hedge transactions with suppliers based on assessed risk. However, our transaction exposure is limited since we |
|
| Risks related to regulations | primarily operate in the Nordic and Dutch markets, where purchases and sales are chiefly conducted in the local currency. Our outstanding currency hedging on the balance-sheet date is presented in Note 17, Derivative instruments and hedge accounting. |
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| Description | Our possibilities for efficiently adapting operations to new or amended laws, regulations or decisions by public authorities (e.g. GDPR) could have a significant impact on our operations and competitive situation in the market. |
Our financial policy states that currency hedging must be conducted in foreign subsidiaries. This is mainly by raising external bank loans corresponding to the currency and primarily at the same level as the net investment. Our CFO has the right to deviate from this hedge level for up to SEK 100 million in net exposure per currency. Loans raised in the |
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| Mitigation | We continually monitor trends regarding regulations in the markets where we conduct operations in order to proactively manage changes. |
respective currency (DKK, NOK and EUR) are specified in Note 23 Borrowing. The current hedge level is on a par with the level stipulated above. |
Description Our credit and counterparty risk refer to the risk that the counterparty may fail to meet its obligations in a transaction, thereby resulting in a loss for us.
Mitigation We have established procedures to ensure that sales are only made to customers with a good payment history. Our credit instruction includes credit limits, depending on the size and risk category of the company. The creditworthiness of our corporate customers is verified before any supply of goods takes place. When private customers utilise credit, an external party acts as a guarantor for the entire credit risk. The maximum credit risk exposure is the carrying amount recognised in the balance sheet for each financial asset.
In our opinion, credit risk has increased due to the corona pandemic. To address this increased risk, we deployed extra measures during the second half of the year, which has resulted in a positive structure and reduced exposure to credit losses.
Our counterparty risk is specified in our financial policy and manages risk levels for the counterparty, maturities and amounts. Our counterparties mainly refer to Scandinavian banks, authorities and municipalities. Our counterparty risk, despite the corona pandemic, was limited during the financial year and we adhered to our financial policy.
Description Our liquidity risk pertains to the risk of not being able to reach agreements on external credit facilities and external bank loans. This also includes our ability to finance shortterm payment obligations.
Mitigation The financial management policy includes short- and long-term cash flow planning. Our current financing is based on external bank loans, which are subject to covenants that we report to the banks. In connection with the corona pandemic, we have held recurring dialogues with the external bank to transparently analyse and assess the financial covenants. All covenants were fulfilled during the year. Our short- and long-term borrowing is specified in the supplementary disclosures under Note 23 Borrowing.
Description Our interest rate risk pertains to the risk of material changes in the market interest rates, which in turn affects the variable interest rate on our external bank loans.
Mitigation The company has signed interest rate hedging agreements with banks to reduce the share of variable interest in the debt portfolio. The hedging agreements have different maturities to reduce the risk of simultaneous new subscriptions.
We apply hedge accounting, as stated in the accounting principles. Our external loans in each currency are specified in the additional information.
If the market interest rate increases by one percentage point, profit before tax deteriorates by around SEK 2.3 million based on the balance sheet date's loan structure, interest rate futures and distribution of currencies.
Good corporate governance is about ensuring that we conduct Dustin's1 operations in a sustainable, responsible and efficient manner. Governance comprises an important basis for achieving our long-term strategic goals and maintaining confidence among shareholders and other stakeholders.
We value good corporate governance and regard governance as a prerequisite for being able to conduct our operations with profitable and sustainable growth. Governance lends us stability and enables us to more easily convert, adapt to and capitalise on changed conditions. Corporate governance provides the basis for a clear division of responsibility and decision-making structure, which contributes to the right decisions being made in the right place in our organisation. When decisions are made in the right place within the organisation, it also means that the correct decision data is available. Well-informed decisions are fundamental to a responsible entrepreneurial approach.
Our corporate governance is based on legislation, self-regulation in the stock market and established practice. The most central regulations are the Swedish Companies Act, the Swedish Annual Accounts Act, the Global Reporting Initiatives (GRI), the International Financial Reporting Standards (IFRS), Nasdaq Stockholm's Rule Book for Issuers, the Swedish Corporate Governance Code (the "Code"), the Articles of Association, the Rules of Procedure for the Board of Directors and Board committees, instructions to the CEO, instruction for financial reporting and the group-wide policies adopted by the Board of Directors each year.
The shareholders exercise their influence by voting at the general meetings of Dustin Group AB, which is the parent company of the Group, and resolve in this way on the composition of the Board of Directors and the election of auditors. Election of the Board of Directors and auditor is prepared by our Nomination
Committee. Our Board of Directors is responsible for our organisation and the administration of the company's affairs. Our CEO is responsible for ensuring that the ongoing administration is conducted in accordance with the Board's guidelines and instructions. Our CEO, in dialogue with our Chair of the Board, compiles the agenda for Board meetings and is otherwise responsible for preparing information and decision data for the Board of Directors. In this way, we create sustainable, responsible and efficient governance.
Our organisation and our governance principles are described in more detail below.
Swedish Corporate Governance Code The Corporate Governance Report is prepared in accordance with the Swedish Corporate Governance Code and the Swedish Annual Accounts Act. The Corporate Governance Report forms part of the Directors' Report and has been reviewed by the company's auditor, Ernst & Young AB, whose report is available as part of the Auditor's Report.
1 The name Dustin or "we'' refer to Dustin Group AB (publ) or the Group for which Dustin Group AB (publ) is the parent company, depending on the context.
Our share has been listed since on Nasdaq Stockholm since 2015. All of our shares carry equal voting rights and equal entitlement to our profits and our equity. At the end of the financial year, we had 12,428 shareholders. As of August 31, 2020, our largest shareholder was Axmedia (Axel Johnson) with 29.83 per cent. At the same date, we had no other shareholders representing a minimum of 10 per cent of the share capital.
Swedish private individuals: 5.67% Swedish institutional owners: 50.46% Foreign institutional owners: 43.82% Other: 0.05%
Source: Euroclear.
Our highest decision-making body is the general meeting of shareholders. At our general meetings all shareholders are entitled to attend, raise issues for discussion and exercise voting rights for all of their shares. In addition to the statutory rights for our shareholders to participate at the meeting, our Articles of Association sets out a requirement to notify of attendance within a certain time set out in the notice.
Our most recent Annual General Meeting was held on December 11, 2019 in Stockholm and pertained to the 2018/19 financial year. 120 shareholders attended the Annual General Meeting, representing 63 per cent of the share capital and voting rights. All Board members and our Auditor in Charge were present at the Meeting.
The minutes of the Annual General Meeting and other relevant documents are available on our website, www.dustingroup.com.
Our next Annual General Meeting will be held on December 14, 2020 and relates to the financial year 2019/20. In light of the continued uncertainty regarding the corona pandemic, the Annual General Meeting will be conducted pursuant to so called advance voting (postal voting), meaning that no shareholders will attend the Annual General Meeting in person or through proxy. Instead, shareholders can participate in the Annual General Meeting by voting and submitting questions in advance. For more information about the next Annual General Meeting, see page 108 and our website www.dustingroup.com.
The Nomination Committee for our Annual General Meeting comprises representatives of our largest shareholders that choose to appoint a representative. The Nomination Committee is appointed in accordance with an instruction for the Nomination Committee resolved by the Annual General Meeting. The principal task of the Nomination Committee is to prepare and present nominations for Board members and the Chair of the Board, remuneration for Board and committee work, and the remuneration of the auditor. In addition, the Nomination Committee presents proposals for the composition of the Nomination Committee until the next Annual General Meeting, if there is reason to change the instruction that applies until further notice.
In its preparations, the Nomination Committee evaluates the Board's work and assesses the Board's collective competence, width and experience.
On June 11, 2020, we presented our Nomination Committee ahead of the 2019/20 AGM. According to the instruction for the Nomination Committee, it is to be appointed based on the ownership structure on the final trading day in March. Since one of our largest shareholders increased their ownership after this date, we have taken this into consideration in the composition of the Committee.
Ahead of the 2019/2020 Annual General Meeting, the Nomination Committee comprises the following members:
The composition of the Nomination Committee fulfils the requirements of Rule 2.4 of the Code, with the exception of the deviation stated on page 69. The Committee's mandate period extends until such time as a new Nomination Committee has been appointed.
The Nomination Committee has held six meetings to date. In addition to meetings, the members of the Nomination Committee had talks and conducted individual interviews with the Board members and the CEO. The Chair of the Board has informed the
Nomination Committee of the work of the Board and its committees and presented the Board's evaluation of its work. Together with our company-specific requirements, this evaluation has formed the basis of the Nomination Committee's work.
No special remuneration was paid to the members of the Nomination Committee, but the Nomination Committee is entitled to remuneration for certain expenses.
The Nomination Committee's proposal and motivation for the proposal to the Board of Directors can be found on our website, www.dustingroup.com.
Our auditor reviews the Annual and Corporate Responsibility Report for Dustin and the Group, and conducts a review of the quarterly report for the third quarter.
The auditor reports the result of the audit of the Annual and Corporate Responsibility Report and the review of the Corporate Governance Report and presents her conclusions before the Annual General Meeting.
At the 2018/19 Annual General Meeting, Ernst & Young AB was re-elected as the audit firm, with Jennifer Rock-Baley as the Auditor in Charge for the period up to the end of the 2019/20 Annual General Meeting. In addition to her assignment with us, Jennifer Rock-Baley is also the Auditor in Charge for companies including DeLaval International AB, HKScan AB, Recipharm AB (publ), Swedfund International AB and Volkswagen Group Sverige AB.
If Ernst & Young AB is engaged to provide services other than the ordinary audit, decisions pertaining to the nature, scope and fees of this work are made by the Audit Committee. Information about fees paid to the auditors for the 2019/20 financial year can be found in Note 6 Auditor's remuneration.
Our Board of Directors has the overall responsibility for our organisation and the administration of the operations. The Board of Directors establishes our strategies and goals, and makes decisions concerning major investments and operational changes. The Chair of the Board has a leading role and is responsible for ensuring that the Board's work is well organised and performed efficiently.
Pursuant to the Articles of Association, our Board of Directors is to comprise a minimum of three and a maximum of ten members with no deputy members. The Board of Directors currently comprises seven members:
Our Board of Directors met the independence requirement of the Code during the 2019/20 financial year. The requirement entails that the majority of the members elected at the Annual General Meeting must be independent in relation to the company and company management. In addition, at least two of the members must be independent in relation to the company's major shareholders. Our Board members' level of dependence is presented in the Board presentation on page 68.
The Board of Directors has adopted Rules of Procedure that regulate the Board's work methods and assignments, as well as instructions to the CEO, including instructions for financial reporting. The Board has also adopted policies for important parts of the operations, for example, communication and a Code of Conduct. All policies are evaluated when necessary and at least once per year.
The Board does not have any specific internal distribution of work except for certain issues being prepared by committees. We have established an Audit Committee and a Remuneration Committee. The members of the committees are elected annually and the duties are regulated in the instructions established for each committee annually.
The committees have a preparatory and administrative role. The issues considered at committee meetings are recorded in minutes and reported at the next Board meeting.
The work of the Board of Directors and CEO is evaluated annually. This is achieved through a systematic and structured process. The aim is to prepare a good basis for the Board's own development with respect to work methods and efficiency, as well as provide the Nomination Committee with a basis for the nomination work. The Chair of the Board is responsible for the evaluation.
The annual evaluation for the 2019/20 financial year was conducted in survey form. When the results were ready, they were reported and discussed in the Board of Directors. The survey focused on how the Board's work is progressing, as well as the Board's commitment and competence. The results of the evaluation were also presented to the Nomination Committee.
As for previous years, the Board work was deemed to function very well. The members are considered to be making a constructive contribution to both the strategic discussion and the governance of the company. The discussions are seen as open and the dialogue between the Board and management is perceived to be positive.
The Board of Directors is also evaluated by the Nomination Committee. The Nomination Committee held meetings with all members of the Board and the CEO in order to put questions to individual members as to how the Board's work is progressing.
Remuneration and fees that were approved by the 2018/19 Annual General Meeting and the attendance of Board members at meetings during the 2019/20 financial year are described in the presentation of the Board of Directors on page 68 and in Note 7 Number of employees, employee benefits expense and remuneration of senior executives. Board members are not entitled to any benefits after their assignments as Board members have come to an end.
*The interim reports also include corporate responsibility information.
The main task of the Audit Committee is to ensure the quality of the financial and corporate responsibility reporting, risk management and efficiency in the company's internal control and regulatory compliance.
The Committee currently comprises three members: Johan Fant (Chair), Gunnel Duveblad and Morten Strand. During the 2019/20 financial year, the Committee held five meetings, which were recorded
in minutes. Our CEO, CFO, external auditors and representatives from specific functions of the organisation were present at all Committee meetings.
The work of the Audit Committee focused mainly on monitoring improvements pertaining to financial reporting and financial processes, with a special focus on identifying risks and evaluating the internal control environment, as well as following up the results of the review by external auditors.
The review of the company's financial statements, examination of the material risks in the operations, examination and updating of internal control and the follow-up of reported whistle-blowing cases were standing items on the agenda. During the financial year, the Audit Committee also reviewed the annual impairment test of goodwill, evaluated the Group's dividend policy, discussed the audit plans of the external auditors and evaluated the independence of the auditors.
The main task of the Remuneration Committee is to review and provide recommendations to the Board of Directors pertaining to principles for remuneration of senior executives and long-term incentive programmes.
The Committee currently comprises three members: Mia Brunell Livfors (Chair), Caroline Berg and Tomas Franzén. During the 2019/20 financial year, the Committee held three meetings and work pertained primarily to remuneration of the CEO and
senior executives (including the long-term incentive programme for 2020), the structure for target formulation, financial targets and the performance management model.
Our CEO and CFO are present at all Committee meetings. However, they do not participate in the items on the agenda that relate to remuneration of the CEO or the CFO.
| Mia Brunell Livfors | Caroline Berg | Gunnel Duveblad | Johan Fant | Tomas Franzén | Mattias Miksche | Morten Strand | |
|---|---|---|---|---|---|---|---|
| Born | 1965 | 1968 | 1955 | 1959 | 1962 | 1968 | 1965 |
| Elected | 2016 Chair of the Board since 2017 |
2016 | 2016 | 2016 | 2013 | 2006 | 2017 |
| Education | Business at Stockholm University. |
BA in Media and Psychology at Middlebury College, USA. |
Systems Scientist, Umeå University. |
MSc in Economics from the Stockholm School of Economics. |
Education in Engineering, Industrial Economy at Linköping University. |
MSc in Economics from the Stockholm School of Economics. |
Graduate in Business and Information Management, University of San Francisco, USA. |
| Other current assignments | CEO of Axel Johnson. Chair of the Board of i.a. Axel Johnson International, Axfood and Kicks Cosmetics chain. Board member of Martin & Servera, Stena, Åhléns, AxSol and Efva Attling Stockholm. |
Chair of the Board of Axel Johnson, Martin & Servera Aktiebolag, Erik and Göran Ennerfelts fund and The Global Village Foundation. Vice Chair of Nordstjernan. Board member of i.a. Axfood, Axfast, Axel and Margaret Ax:son Johnson Foundation, Brilliant Minds Foundation and the Stockholm School of Economics' Advisory Board. |
Chair of the Board of companies including Team Olivia, Global Scanning A/S and the Ruter Dam Foundation. Board member of i.a. Sweco and Kindred Group plc. |
CEO of AltoCumulus. Chair of the Board of Perlavita. Board member of i.a. AltoCumulus Asset Management, AxFast and Novax. |
Chair of the Board of i.a. Bonnier News Group, Elajo Invest, TietoEVRY Corporation and Sappa Holding. Board member of i.a. Axel Johnson and Martin & Servera. |
Chair of the Board of Hem Design Studio Sweden. Board member of i.a. Avanza Bank Holding, EuroFlorist Intressenter, Bubbleroom, Stratsys and StickerApp Holding. Advisor to Altor Funds. |
CEO ABAX Group, Senior Industry Advisor at Nordic Capital. Chair of the Board of EMHA Holding. Board member of ABAX AS, Teamleader BV and CXM BV. |
| Previous assignments the recently past years |
CFO of Kinnevik. | Director of Human Development and Communications and member of the management team of the Axel Johnson group. |
Chair of the Board of of i.a. HiQ International and Board member of i.a. PostNord. |
CFO of Axel Johnson | CEO of Bonnier AB and Com Hem. |
Board member of Pricerunner Group and Sportamore. |
CEO of Cint and COO of Visma Software International AS. |
| Shareholding at 31 August 2020 |
– | – | 2,285 | – | 57,686 | 56,628 | – |
| Independence | Independent of the company, Group Management, not independent of major share holders. |
Independent of the company, Group Management, not independent of major share holders. |
Independent of the company, Group Management and major shareholders. |
Independent of the company, Group Management, not independent of major share holders. |
Independent of the company, Group Management, not independent of major share holders. |
Independent of the company, Group Management and major shareholders. |
Independent of the company, Group Management and major shareholders. |
| Total fee (SEK) | 680,000 | 345,000 | 375,000 | 425,000 | 345,000 | 315,000 | 375,000 |
| Committee assignment | Chair of the Remuneration Committee |
Member of the Remuneration Committee |
Member of the Audit Committee Chair of the Audit Committee | Member of the Remuneration Committee |
– | Member of the Audit Committee | |
| Attendance at meetings | |||||||
| Board meetings | 17/17 | 17/17 | 17/17 | 17/17 | 17/17 | 17/17 | 17/17 |
| Audit Committee | – | – | 5/5 | 5/5 | – | – | 5/5 |
| Remuneration Committee | 3/3 | 3/3 | – | – | 3/3 | – | – |
The regulations and governing documents that comprise the framework for the way in which we conduct our operations are both external and internal.
Since we are a Swedish public limited company listed on Nasdaq Stockholm, we are obliged to comply with a number of laws and EU regulations, such as the Swedish Companies Act, and a number of selfregulations, such as the Nasdaq Stockholm's Rule Book for Issuers and the Code.
In the 2019/20 financial year, we deviated from the Code on one item.
According to Rule 2.4 of the Code, a Board member may not act as Chair of the Nomination Committee.
That Caroline Berg, who is a Board member,
We have had no violation of Nasdaq Stockholm's Rule Book for Issuers or of good stock market practice.
We have a number of internal governance documents that supplement the external regulations and in combination, comprise the frameworks for our operations. The internal governance documents are divided into seperate levels depending on where decisions are made and who the governance document is applicable to.
• The Articles of Association are adopted by our shareholders at the Annual General Meeting and the content is largely defined by the Swedish Companies Act. The purpose is to enable external stakeholders to easily access, and compare information regarding the number of shares,
the limits of our share capital and other basic information.
We have adopted seven policies, which all have different focus areas.
Our Code of Conduct includes our values and business principles, and describes our commitment to conduct business in a responsible, efficient and transparent manner. The policy is intended to provide guidance in our everyday work and is integrated in processes, methods, decisions and activities.
Just as we make demands on our employees in our Code of Conduct, we expect that our suppliers, including subcontractors, manufacturers and other business partners who are part of our products, services and solutions, adapt their operations according to the principles in our Code of Conduct and Supplier Code of Conduct. This is a criterion for us, both as we build new and also maintain existing business relations.
Well-functioning communication is essential for us and to ensure that we can provide correct, relevant, clear, fact-based, transparent and reliable communication for external stakeholders and employees, we have adopted a communication policy that describes the principles for communication between our employees and between us and our external stakeholders. The Communication Policy is also supported by a number of underlying instructions.
To ensure the continued confidence of the public and the stock market, we have adopted an insider policy that describes the principles for trading in our share and how we are to manage inside information.
The purpose of our information security policy is to protect our information and the flow of information from coming into the wrong hands, being altered or destroyed in a prohibited manner. The aim is also to protect the privacy of our employees and customers and this is described in more detail in our Data Privacy work on page 73.
Risk-taking is a natural part of all business operations and is required for financial growth. To be able to control our collective risk-taking and manage risks effectively, we have adopted a risk management policy that describes the principles for our work on risks and risk management.
To achieve transparent, cohesive and correct financial reporting, proactive risk management and constant improvement of our financial processes, we have adopted a Financial Management Policy that provides us with a framework for deploying appropriate measures in respect of our financial situation and business strategy.
All employees are personally responsible for following our external and internal regulations, which also include acting in compliance with our values policies and instructions.
Our employees must complete online training every other year. Online training is targeted at all employees; and in conjunction with the course, employees confirm that they undertake to follow the Code of Conduct. During the financial year, we also implemented a follow-up for employees who did not complete the online training course last year. At the end of the financial year, 96.7 per cent of our active employees had completed the training.
Our employees are encouraged to report suspected violations to their immediate manager, safety representative, Leadership Team or our General Counsel. There is also a whistle-blower system that provides our employees with anonymous access to the Chair of the Audit Committee. It is a secure webbased reporting system. The function is managed by the Chair of the Audit Committee. The whistle-blower service contains clear procedures and processes for the way in which reported cases are to be managed. No whistle-blower cases were recorded in 2019/20.
Our values are the heart of our culture and identity. Together with our business principles, they guide us in our daily work. Our values are keep it simple, strive to improve, challenge all costs, live up to promises and win as a team. These values create positive
conditions for our employees to remain engaged. Engaged employees ensure, in turn, that we have well-functioning corporate governance and risk management. Refer to page 24 for more about our values.
The CEO is responsible for the day-to-day management and daily operations. The division of work between the Board and the CEO is set out in the Rules of Procedure for the Board and instructions to the CEO.
Our CEO reports to the Board of Directors and ensures that the Board receives the information required to be able to make well-founded decisions. The CEO must keep the Board continuously informed about the development of our operations, the sales trend, our earnings and financial position, liquidity projections, important business events, as well as all other events, circumstances or conditions that may be considered material to the operations.
Our active work on business ethics is something we regard as central to creating a high level of trust among our stakeholders. To determine what is most relevant for us, we conduct annual risk assessments in all of our Business Areas and Group Functions. We also hold separate risk discussions as necessary with selected employees in particularly exposed areas of the organisation.
We have adopted Business Ethics guidelines that apply for all employees. Our focus areas are highlighted in our Code of Conduct and are part of the mandatory online training for all employees. The number of employees who have completed the online training is followed up and reported externally. As a complement to the online training, classroom teaching is also held for the employee groups most exposed to the business ethics dilemma.
To ensure that all employees have good awareness of our business ethics guidelines and how we assess issues, all new employees are introduced to our Business Ethics work in conjunction with their induction days. We also conduct training in conjunction with the acquisition of companies and discuss these issues with our strategic partners.
We do not directly or through middlemen offer, give, ask for, accept or receive any form of bribe or improper benefits. A bribe occurs upon an attempt to influence a decision by offering some form of undue or improper advantage, favour or incentive.
We make sure that gifts, rewards and other benfits in business always support a clear business purpose, are openly disclosed, of reasonable value and appropriate in relation to the nature of the business relationship.
We do not give or accept gifts or other remuneration if it can be perceived that its purpose is to improperly influence a business decision. Also, we do not offer or accept any cash or cash equivalents as gifts.
We always act in the best interest of Dustin Group. Any activities that might lead to or suggest a conflict between the personal interest of an employee and the business of Dustin Group or any activities where the employee's ability to perform job tasks objectively is questionable shall be avoided.
We compete in a fair and honest manner. We shall not exchange information or enter into agreements or understandings with competitors, customers or suppliers in a way that improperly influence the market place or the outcome of a bidding process in breach of competition laws.
We have identified a number of focus areas, in which we are often faced with business ethics dilemmas. Our focus areas are:
To provide support for employees within our focus areas, there are specially trained employees who review invitations and arrangements and they can serve as a sounding board.
Our CEO leads Group Management's work and makes decisions pertaining to the operations in consultation with other senior executives in the Group. At the end of the 2019/20 financial year, Group Management comprised ten individuals with each member holding responsibility for one of our Business Areas or Group Functions.
Group Management meetings are held monthly and otherwise as necessary. More meetings were held during the spring of 2020 due to the corona pandemic. The meetings focus primarily on strategic and operative monitoring and development, as well as performance follow-up. In addition to these meetings, there is close daily collaboration within management. A presentation of the members of Group Management is available on page 72.
The successful implementation of our business strategy and promotion of our long-term interests, including sustainability, requires that we recruit and retain qualified employees with the appropriate competence. Doing this requires that we can offer competitive remuneration. The remuneration guidelines make it possible for senior executives to be offered competitive total remuneration that is within the framework of that resolved on by the Annual General Meeting.
The shareholders resolve on guidelines for remuneration of the CEO and other senior executives at the Annual General Meeting. Remuneration of the CEO and other members of Group Management is thereafter decided by the Board, based on recommendations from the Remuneration Committee.
Guidelines for remuneration 2019/20 The 2018/19 Annual General Meeting resolved to adopt guidelines for remuneration of senior executives, consisting of a fixed salary, short-term variable remuneration incentive (STI), which is linked to the achievement of the company's financial targets and individual performance targets, and a long-term share-based or share-related incentive programme (LTI), in addition to pension and other benefits.
In exceptional circumstances, the Board of Directors may deviate from the guidelines. In the event of this, the Board must report the reason for the deviation at the next Annual General Meeting. The guidelines can be found on www.dustingroup.com/sv/ersattning.
During the 2019/20 financial year, the remuneration of Group Management consisted of a fixed salary, short-term variable remuneration of between 30 and 60 per cent of fixed salary, long-term incentive programmes, pension and other customary benefits. The variable salary is linked to the company's financial targets and individual performance targets.
During the 2019/20 financial year, the total remuneration of Group Management amounted to SEK 36.7 million and is reported in more detail in Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
The current guidelines, as approved by the Annual General Meeting on December 11, 2019, have been followed and all approved remuneration was within the stipulated guidelines.
On an annual basis, the Board evaluates whether a long-term incentive programme is to be proposed to the Annual General Meeting or not. Dustin has three outstanding incentive programmes: LTI 2018, LTI 2019 and LTI 2020. None of these programmes include the Board.
The Annual General Meeting on December 11, 2019 resolved to introduce a new incentive programme for senior executives (LTI 2020). The programme encompassed a total of not more than 1,329,710 warrants, of which 950,140 were acquired. The acquisitions were made at a market value totalling approximately SEK 4.4 million. We have reserved the right to repurchase warrants if the participant's employment or assignment at the company comes to an end or the participant wishes to transfer the warrants.
For further information, see Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
During the year, new legal requirements for remuneration guidelines entered into force. This was due to amendments to the EU directive on shareholders' rights. Accordingly, the Board's proposals for new remuneration guidelines include a number of clarifications. Since both we and the market have developed, a raised ceiling for variable remuneration for senior executives is also proposed. Other than the above, the proposal does not entail any significant changes in relation to our current remuneration guidelines.
Further information on fixed and variable remuneration can be found on our website, in the Board report on the Remuneration Committee evaluation in accordance with the Code, the notification of the Annual General Meeting and in Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
| Thomas Ekman |
Johan Karlsson |
Rebecca Tallmark |
Michael Haagen Petersen |
Alexandra Drevenlid |
Morten Jakobi |
Jenny Ring |
Alexandra Fürst |
Martin Lindecratz |
Stephanie Forsblom |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Title | President and CEO | CFO & EVP Business Support |
EVP SMB Nordic | EVP Large Corporate & Public Nordic |
EVP Services & Solu tions Nordic |
EVP Netherlands | EVP Supply Chain | EVP IT & Digitalisation |
EVP Human Resources |
EVP Marketing & Communication |
| Born | 1969 | 1965 | 1976 | 1971 | 1967 | 1975 | 1978 | 1973 | 1980 | 1983 |
| Employed at Dustin since |
2018 | 2009 | 2017 | 2008 | 2018 | 2004 | 2015 | 2019 | 2020 | 2016 |
| Education | MSc in Business Administration and Economics from Stockholm University. |
MSc in Business and Economics from the Gothenburg School of Economics. |
MSc in Economics from the Stockholm School of Economics. |
BSc in Economics from Aarhus University School of Business and Social Science. |
Degree from KTH Royal Institute of Technology, Road and Water Department. |
BA in History and Soci al Science from Aarhus University. |
BSc in Business Administration from Stockholm University. |
Education in Industrial Engineering and Management, Linköping University. |
Master of Science in Business and Economics from Uppsala University. |
M.Sc (Tech.) from Helsinki University of Technology and M.Sc (Econ.) from Hanken School of Economics and Business Administration in Helsinki. |
| Other assignments |
Chair of Adlibris and board member of Permascand. |
Board member of Giving Wings Foundation. |
Board member of Langebjerggaard ApS, 2people A/S and Dansk HR. |
Board member of Polarcape AB. |
||||||
| Previous assignments |
CEO Cabonline Group. CEO of Tele2 Sweden and board member of Com Hem and Sportamore. |
Regional Finance Di rector at Tech Data AB as well as CFO at ACO Hud Nordic. |
Head of Strategy and Business Development at Systembolaget, Business Area Manager Finance and M&A at Axel Johnson International and consultant at McKinsey. |
Sales Manager at thy:data A/S. Market Manager at Logica A/S. |
Chief Digital Officer at Tieto, Chief Technology Information Officer at Tele2. |
EVP People & Culture at Dustin, Executive Assistant at Dustin A/S. Senior Team Manager at Computerstore A/S. |
VP Operations at Dustin Group, Head of Nordic Contact Center & Ecom at Dustin Group, Consumer Sales Manager at GE Money Bank. |
EVP Business Development & IT at Wasa Kredit, VP Financial Services Sweden at Tieto. |
Acting EVP and Head of HR at AFRY, Director Talent and Rewards at AFRY, Nordic HR lead at Accenture Strategy. Management Consultant at Accenture. |
VP Corporate Responsibility, Communication & Brand at Dustin Group, Head of Corporate Responsibility at Dustin Group and Supply Chain Sustainability Manager at Microsoft Corporation. |
| Shareholding at 31 August 2020 |
40,500 | 324,903 | 64,531 | 180,281 | – | 10,000 | 6,185 | 2,000 | – | – |
| Warrants | 512,474 | 304,022 | 130,600 | 152,010 | 96,354 | – | 71,460 | 80,000 | – | 65,299 |
We are committed to process personal data in a responsible manner and in accordance with privacy law and stakeholder expectations. Our business is built on enabling our customers to stay in the forefront so that they succeed in their businesses and organisations. One part of that is to ensure that customers trust us with their data so that we have insight to provide relevant offerings. Another part is to help our customers become trusted controllers of their customers' data.
Since August 2018, we have a structured Data Privacy Program headed by our General Counsel. General Counsel is also the Chair of the Data Privacy Program Steering Group, which convenes on a quarterly basis. We have also, on a voluntary basis, appointed a Data Protection Officer, Caroline Olstedt Carlström, partner at legal firm Cirio advokatbyrå. Each quarter, our Data Protection Officer submits a report that is presented to the Steering Group and she also reports annually to the Board of Directors.
To ensure that all employees have basic knowledge of Data Privacy, we have a web-based training course that is held once a year. We also have a network of ambassadors, comprising employees from our various markets, who represent all Business Areas and Group Functions. Through our network of ambassadors, we can effectively target relevant information and training adapted to the recipients.
Although the responsibility for Data Privacy is part of each employee's assignment, we have appointed an administrative organisation, our Data Privacy Team. The team's responsibilities include:
In addition to our dedicated Data Privacy Team, there are a number of different functions that are key components in our Data Privacy work, including Information Security, Procurement and Service Product Management. Risk management is also a natural part of our Data Privacy work and in this respect, we follow our general risk management policy. To ensure that we follow and constantly improve our processes and procedures in relation to our largest risks, we have implemented Data Privacy Controls, that are conducted in accordance with a framework established by the Steering Group.
Board of Directors has adopted fundamental internal policy documents such as Rules of Procedure for the Board and committees as well as instructions to the CEO. In addition, there is a Group-wide delegation order that sets out the responsibilities and authorities for different levels and functions within the Group.
Another important part is maintaining a high ethical standard through establishing values and governing documents in the form of policies, instructions and procedures.
Our internal control function works on developing, improving and safeguarding the Group's framework for the internal control environment. The intent is to maintain a framework that is appropriate and effective, and to enable reliable financial statements and corporate responsibility reports.
In risk assessment, we identify and evaluate the most substantial risks that impact internal control in the Group. The assessment forms the basis for how risks are to be managed through various controls. The risk assessment is updated regularly, and the results are reported to the Audit Committee.
The control activities are defined in a Groupwide framework for internal control, divided into the Group's most important processes related to financial and corporate responsibility reporting. The most substantial risks from the risk assessment are managed through the control activities. The controls are to ensure both effectiveness in the Group's procedures and proper internal control.
Every control has an assigned control owner who routinely evaluates whether the control covers the risk identified, as well as the performance of the control.
Examples of control activities are authorised approval of business transactions, accounts reconciliation, analysis
of income statement items and control of the allocation of responsibility in decision-making procedures.
The internal control documents are available on our intranet. We also ensure that control documents relevant to accounting and financial reporting are available to the employees concerned in newly acquired companies in an electronic handbook. We review the control documents at least once annually.
Our internal control function reports on the results of its work on internal control during Audit Committee meetings. In turn, the Audit Committee reports continuously to the Board of Directors, mainly regarding observations, recommendations and measures. The Board is provided with the minutes from the Audit Committee and the Chair of the Audit Committee reports on its work at the following Board meeting.
External financial and corporate responsibility reporting takes place in accordance with the relevant external and internal control instruments, such as the Group's communication policy.
We continuously monitor the effectiveness of the internal control environment through selfevaluations. Any deviations are reported to the control owner responsible for correcting the shortcomings noted.
Internal control developments are reported on a continuous basis to the Audit Committee. Our auditor also reports her assessment of the internal control environment to the Audit Committee.
During the year, we continued to focus on developing the internal control environment in the Services & Solutions department. We also extended our monitoring of the corporate responsibility area.
Internal control of the financial and corporate responsibility reporting is a central component in Dustin's corporate governance. Our internal control process is based on the framework for internal control published by COSO, and has been adapted for our operations. The framework consists of the following five components:
Our Board of Directors has overall responsibility for financial and corporate responsibility reporting. Monitoring the efficiency of our internal control and risk management is primarily managed by the Audit Committee.
We have an internal control function aimed at supporting the Audit Committee and management in providing a strong internal control environment. This function reports to the Audit Committee.
The control environment forms the basis of the internal control. One important part is that decision-making paths, authorisations and responsibilities are clearly defined and communicated within our Group. The
There is currently no specific review function at Dustin (internal audit). The Board has examined the issue and determined that the current monitoring structure and activities conducted within the risk management and internal control frameworks provide a satisfactory basis.
The Board evaluates the need for a specific review function annually.
| SEK million | Note | 19/20 | 18/19 |
|---|---|---|---|
| Continuing operations: | |||
| Net sales | 3 | 13,195.4 | 12,535.7 |
| Cost of goods and services sold | 4 | -11,152.0 | -10,446.3 |
| Gross profit | 2,043.3 | 2,089.3 | |
| Selling and administrative expenses | 4, 6, 7 | -1,617.9 | -1,594.3 |
| Items affecting comparability | 5 | -31.0 | 3.5 |
| Other operating income | 14.5 | 7.6 | |
| Other operating expenses | -21.8 | -17.1 | |
| EBIT | 387.2 | 489.1 | |
| Financial income and other similar income-statement items | 8 | 1.3 | 0.8 |
| Financial expenses and other similar income-statement items | 8 | -53.3 | -45.0 |
| Profit after financial items | 335.2 | 444.9 | |
| Tax | 9 | -57.9 | -88.7 |
| Net profit for the year attributable in its entirety to Parent Company | |||
| shareholders | 277.3 | 356.2 | |
| Other comprehensive income (all items will be transferred to the income statement) |
|||
| Translation differences | -95.5 | -43.4 | |
| Cash-flow hedging | 96.0 | 39.0 | |
| Tax | -20.6 | -8.6 | |
| Other comprehensive income | -20.0 | -13.0 | |
| Comprehensive income for the year attributable in its entirety to Parent | |||
| Company shareholders | 257.3 | 343.2 | |
| Earnings per share before dilution (SEK) | 10 | 3.13 | 4.12 |
| Earnings per share after dilution (SEK) | 10 | 3.13 | 4.11 |
| SEK million Note |
Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Goodwill 11 |
3,706.5 | 3,839.8 |
| Other intangible assets attributable to acquisitions 11 |
579.6 | 641.5 |
| Other intangible assets 11 |
144.3 | 133.0 |
| Tangible assets 12 |
99.3 | 105.7 |
| Right-of-use assets 13 |
502.2 | – |
| Divestment-related receivables 14, 20 |
– | 1.6 |
| Deferred tax assets 15 |
9.7 | 5.5 |
| Derivative instruments 17, 20 |
0.2 | 0.6 |
| Other non-current assets | 8.3 | 17.9 |
| Total non-current assets | 5,050.0 | 4,745.6 |
| Current assets | ||
| Inventories 18 |
482.9 | 465.7 |
| Accounts receivable 19, 20 |
1,256.6 | 1,460.4 |
| Derivative instruments 17, 20 |
– | 1.4 |
| Tax assets | 9.5 | 45.8 |
| Other receivables 20 |
15.7 | 31.3 |
| Prepaid expenses and accrued income 19, 20 |
231.3 | 236.8 |
| Cash and cash equivalents 21 |
730.1 | 281.3 |
| Total current assets | 2,726.1 | 2,522.7 |
| TOTAL ASSETS | 7,776.1 | 7,268.3 |
| EQUITY AND LIABILITIES | ||
| Equity 22 |
||
| Share capital | 443.2 | 443.2 |
| Other contributed capital | 1,099.5 | 1,095.6 |
| Reserves | -11.8 | 8.2 |
| Retained earnings including net profit for the year | 924.6 | 913.2 |
| Total equity (attributable to Parent Company shareholders in its entirety) | 2,455.6 | 2,460.3 |
| Non-current liabilities | ||
| Other provisions 16 |
4.9 | 22.4 |
| Deferred tax liabilities 15 |
205.0 | 213.1 |
| Liabilities to credit institutions 20, 23 |
2,159.0 | 2,006.1 |
| Non-current lease liabilities 13 |
370.3 | – |
| Derivative instruments 17, 20 |
25.5 | 24.1 |
| Total non-current liabilities | 2,764.8 | 2,265.8 |
| Current liabilities | ||
| Other provisions 16 |
31.5 | – |
| Current lease liabilities 13 |
141.3 | – |
| Accounts payable 20, 23 |
1,543.6 | 1,712.3 |
| Tax liabilities 20 |
46.2 | 10.2 |
| Derivative instruments 17, 20 |
1.7 | 0.7 |
| Other current liabilities 20, 23 |
347.7 | 214.2 |
| Acquisition-related liabilities 14, 20, 24 |
– | 244.8 |
| Accrued expenses and deferred income 25 |
443.8 | 360.0 |
| Total current liabilities | 2,555.7 | 2,542.3 |
| TOTAL EQUITY AND LIABILITIES | 7,776.1 | 7,268.3 |
| Equity attributable to Parent Company shareholders | ||||||||
|---|---|---|---|---|---|---|---|---|
| SEK million | Share capital |
Other contributed capital |
Translation reserve |
Hedge reserve |
Retained earnings |
Total equity |
||
| Opening balance, Sep 1, 2019 | 443.2 | 1,095.6 | 83.9 | -75.6 | 913.2 | 2,460.3 | ||
| Net profit for the year | – | – | – | – | 277.3 | 277.3 | ||
| Other comprehensive income | ||||||||
| Translation differences | – | – | -95.5 | – | – | -95.5 | ||
| Cash-flow hedging, changes in fair value | – | – | – | 96.0 | – | 96.0 | ||
| Tax attributable to cash-flow hedges | – | – | – | -20.6 | – | -20.6 | ||
| Total other comprehensive income | – | – | -95.5 | 75.5 | – | -20.0 | ||
| Total comprehensive income | – | – | -95.5 | 75.5 | 277.3 | 257.3 | ||
| Dividends to shareholders | – | – | – | – | -265.9 | -265.9 | ||
| Subscription with the support of warrants | – | 3.9 | – | – | – | 3.9 | ||
| Total transactions with shareholders | 0.0 | 3.9 | – | – | -265.9 | -262.0 | ||
| Closing balance, Aug 31, 2020 | 443.2 | 1,099.5 | -11.7 | -0.1 | 924.6 | 2,455.6 |
| Other | ||||||
|---|---|---|---|---|---|---|
| Share | contributed | Translation | Hedge | Retained | Total | |
| SEK million | capital | capital | reserve | reserve | earnings | equity |
| Opening balance, Sep 1, 2018 | 386.1 | 443.0 | 127.3 | -106.1 | 796.2 | 1,646.6 |
| Net profit for the year | – | – | – | – | 356.2 | 356.2 |
| Other comprehensive income | ||||||
| Translation differences | – | – | -43.4 | – | – | -43.4 |
| Cash-flow hedging, changes in fair value | – | – | – | 39.0 | – | 39.0 |
| Tax attributable to cash-flow hedges | – | – | – | -8.6 | – | -8.6 |
| Total other comprehensive income | – | – | -43.4 | 30.4 | – | -13.0 |
| Total comprehensive income | – | – | -43.4 | 30.4 | 356.2 | 343.2 |
| Dividends to shareholders | – | – | – | – | -239.2 | -239.2 |
| New share issue | 57.1 | 663.3 | – | – | – | 720.4 |
| Issue costs | – | -14.2 | -14.2 | |||
| Subscription with the support of warrants | – | 3.5 | – | – | – | 3.5 |
| Total transactions with shareholders | 57.1 | 652.6 | – | – | -239.2 | 470.5 |
| Closing balance, Aug 31, 2019 | 443.2 | 1,095.6 | 83.9 | -75.6 | 913.2 | 2,460.3 |
| SEK million | Note | 19/20 | 18/19 |
|---|---|---|---|
| Operating activities | |||
| EBIT | 387.2 | 489.1 | |
| Adjustment for non-cash items | 26 | 302.8 | 66.9 |
| Interest received | 1.3 | 0.8 | |
| Interest paid | -53.4 | -38.8 | |
| Income tax paid | -90.8 | -127.7 | |
| Cash flow from operating activities before changes in working capital | 547.1 | 390.2 | |
| Decrease (+)/increase (-) in inventories | -23.6 | -62.2 | |
| Decrease (+)/increase (-) in receivables | 238.3 | -199.5 | |
| Decrease (-)/increase (+) in current liabilities | 105.9 | 135.5 | |
| Cash flow from changes in working capital | 320.6 | -126.2 | |
| Cash flow from operating activities | 867.7 | 264.0 | |
| Investing activities | |||
| Acquisition of intangible assets | -68.5 | -37.3 | |
| Acquisition of tangible assets | -42.8 | -42.1 | |
| Acquisition of operations | 24 | – | -536.1 |
| Divestment of operations | – | 5.0 | |
| Divestment of intangible assets | 4.7 | – | |
| Contingent earn-out paid | 14, 24 | -209.0 | -31.2 |
| Cash flow from investing activities | -315.6 | -641.8 | |
| Financing activities | |||
| New share issue | – | 680.8 | |
| Cash flow from LTI programme | 4.2 | 28.9 | |
| New loans raised | 390.1 | – | |
| Repayment of loans | -134.4 | -71.9 | |
| Paid borrowing expenses | -1.5 | -0.6 | |
| Dividends | -265.9 | -239.2 | |
| Repayment of lease liabilities | -148.7 | -4.8 | |
| Cash flow from financing activities | -156.1 | 393.2 | |
| Cash flow for the year | 395.9 | 15.5 | |
| Cash and cash equivalents at the start of the year | 281.3 | 277.6 | |
| Cash flow for the year | 395.9 | 15.5 | |
| Exchange-rate differences in cash and cash equivalents | 53.0 | -11.8 | |
| Cash and cash equivalents at the end of the year | 730.1 | 281.3 |
| SEK million | Note | 19/20 | 18/19 |
|---|---|---|---|
| Net sales | 0.4 | 0.4 | |
| Net sales | P1, P15 | 0.4 | 0.4 |
| Operating expenses | P1 | ||
| Selling and administrative expenses | P2, P3 | -6.7 | -6.7 |
| Other operating expenses | 0.0 | 0.0 | |
| EBIT | -6.3 | -6.3 | |
| Financial income and other similar income-statement items | P4 | 251.2 | 47.7 |
| Financial expenses and other similar income-statement items | P4 | -37.2 | -59.5 |
| Profit after financial items | 207.6 | -18.1 | |
| Appropriations | P5 | 87.0 | 213.5 |
| Tax | P6 | -40.6 | -29.8 |
| Net profit for the year | 254.0 | 165.6 |
| SEK million | 19/20 | 18/19 |
|---|---|---|
| Net profit for the year | 254.0 | 165.6 |
| Other comprehensive income | – | – |
| Comprehensive income for the year | 254.0 | 165.6 |
| SEK million | Note | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Participations in Group companies | P7 | 1,211.6 | 1,211.6 |
| Total non-current assets | 1,211.6 | 1,211.6 | |
| Current assets | |||
| Receivables from Group companies | P15 | 2,095.5 | 2,254.3 |
| Tax assets | P6 | – | 32.8 |
| Prepaid expenses and accrued income | P8 | 1.9 | 2.2 |
| Cash and bank balances | P9 | 616.2 | 201.2 |
| Total current assets | 2,713.6 | 2,490.4 | |
| TOTAL ASSETS | 3,925.1 | 3,702.0 | |
| Equity and liabilities | |||
| Restricted equity | P10 | ||
| Share capital | 443.2 | 443.2 | |
| Total restricted equity | 443.2 | 443.2 | |
| Non-restricted equity | P10 | ||
| Share premium reserve | 1,091.3 | 1,087.3 | |
| Retained earnings | -292.2 | -191.8 | |
| Net profit for the year | 254.0 | 165.6 | |
| Total non-restricted equity | 1,053.1 | 1,061.1 | |
| Total equity | 1,496.4 | 1,504.3 | |
| Untaxed reserves | P11 | 244.8 | 182.8 |
| Non-current liabilities | |||
| Liabilities to credit institutions | P12 | 2,159.0 | 2,006.1 |
| Total non-current liabilities | 2,159.0 | 2,006.1 | |
| Current liabilities | |||
| Accounts payable | P12 | 0.1 | 0.0 |
| Tax liabilities | P6, P12 | 19.1 | – |
| Other current liabilities | P12 | 0.3 | 0.3 |
| Accrued expenses and deferred income | P13 | 5.4 | 8.3 |
| Total current liabilities | 24.9 | 8.7 | |
| TOTAL EQUITY AND LIABILITIES | 3,925.1 | 3,702.0 |
| Equity attributable to Parent Company shareholders | ||||
|---|---|---|---|---|
| Share premium | Retained | Total | ||
| SEK million | Share capital | reserve | earnings | equity |
| Opening balance, Sep 1, 2019 | 443.2 | 1,087.3 | -26.2 | 1,504.3 |
| Net profit for the year | – | – | 254.0 | 254.0 |
| Total comprehensive income | – | – | 254.0 | 254.0 |
| Dividends | – | – | -265.9 | -265.9 |
| Subscription with the support of warrants | – | 3.9 | – | 3.9 |
| Total transactions with shareholders | – | – | -11.9 | -8.0 |
| Closing balance, Aug 31, 2020 | 443.2 | 1,091.3 | -38.1 | 1,496.4 |
| SEK million | Note | 19/20 | 18/19 |
|---|---|---|---|
| Operating activities | |||
| EBIT | -6.3 | -6.3 | |
| Adjustment for non-cash items | P14 | 149.0 | 258.7 |
| Interest received | 145.1 | 0.9 | |
| Interest paid | -138.2 | -37.4 | |
| Income tax paid | -25.0 | -69.2 | |
| Cash flow from operating activities before changes in working capital | 124.6 | 146.7 | |
| Decrease (+)/increase (-) in receivables | 194.8 | -712.5 | |
| Decrease (-)/increase (+) in current liabilities | -2.9 | 3.3 | |
| Cash flow from changes in working capital | 191.9 | -709.2 | |
| Cash flow from operating activities | 316.4 | -562.5 | |
| Financing activities | |||
| New share issue | – | 680.8 | |
| Cash flow from LTI programme | 4.2 | 28.9 | |
| New loans raised | 390.1 | – | |
| Repayment of loans | -134.4 | – | |
| Paid borrowing expenses | P12 | -1.5 | -0.6 |
| Dividends received | 106.1 | 46.8 | |
| Dividends | -265.9 | -239.2 | |
| Cash flow from financing activities | 98.6 | 516.7 | |
| Cash and cash equivalents at the start of the year | 201.2 | 247.0 | |
| Cash flow for the year | 415.0 | -45.8 | |
| Cash and cash equivalents at the end of the year | 616.2 | 201.2 |
The consolidated financial statements for Dustin have been prepared in accordance with the Swedish Annual Accounts Act and International Financial Reporting Standards (IFRS) as adopted by the EU. In addition, the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups is applied in respect of Swedish conditions. The Parent Company applies the same accounting policies as the Group except for the cases described under the section "Parent Company's accounting policies." The Board and the CEO approved this Annual Report and the consolidated financial statements for publication on November 17, 2020. The consolidated and Parent Company income statements and balance sheets will be adopted by the Annual General Meeting on December 14, 2020.
Assets and liabilities are recognised at historical cost, except for certain financial assets and liabilities that are measured at fair value. Financial assets and liabilities measured at fair value consist of derivative instruments and acquisition-related earn-outs.
Functional currency and presentation currency The functional currency of the Parent Company is the Swedish krona (SEK), which is also the presentation currency for both the Parent Company and the Group. This means that the financial statements are presented in SEK. All amounts, unless otherwise stated, are rounded to the nearest million SEK.
Classification of current and non-current items Assets and liabilities are allocated as current or noncurrent. Non-current assets and liabilities consist primarily of assets and liabilities that are expected to fall due for payment more than 12 months after the balance-sheet date. Current receivables and liabilities consist primarily of assets and liabilities that are expected to fall due for payment within 12 months of the balance-sheet date.
Preparing the financial statements in accordance with IFRS requires management to make estimates and assumptions that impact the application of
the accounting policies and the carrying amounts for assets, liabilities, income and expenses. These estimates and assumptions are based on historical experience and various other factors that under current circumstances seem reasonable and are regularly reviewed. The actual outcome may differ from these estimates and assumptions, but not significantly. A change in estimates is recognised in the period in which the change occurred. The areas that involve a high degree of assessment and that are of material importance to the Group are described in Note 2 Important estimates and assessments.
The accounting policies outlined in this section are applied consistently to all external reporting, unless otherwise stated.
New and amended accounting policies
IFRS 16 Leases is the new standard regarding recognition of leases, that replaced IAS 17 Leases. The Group has applied the new standard as of September 1, 2019. The adoption of IFRS 16 means that assets and liabilities for nearly all leases are recognised in the balance sheet, since the classification between operating and financial leases has disappeared. Identified leases for the Group mainly relate to buildings (offices and warehouses), transportation (vehicles and forklifts) and other equipment (such as IT and machinery). The exemptions that Dustin has chosen to apply in accordance with IFRS 16 are that leases of low value and those with a term of not more than 12 months are not included in the recognised right-of-use assets or lease liabilities.
The Group has chosen to apply the modified retrospective transition approach. That means that the cumulative effect of initial application of IFRS 16 is recognised in the opening balance on September 1, 2019 with no restatement of comparative information. In conjunction with the transition, lease liabilities were measured at the present value of the remaining lease payments discounted with the incremental borrowing rate as of September 1, 2019. The Group's weighted average incremental borrowing rate was approximately 2.9 per cent. Right-of-use assets are initially measured at cost, consisting of an initial measurement of the lease liabilities, any lease payments made on or before the start date less any discounts and any initial direct costs and restoration costs, and subsequently at cost less any accumulated depreciation and impairment adjusted for any revaluations of the lease liability.
Incremental borrowing rates are decided on the basis of country and class of asset and taking into account each period of contract. The lease liability has been recognised as an interest-bearing liability with a corresponding right-of-use asset, and the lease expenses in the statement of income at the time have been replaced by depreciation and interest expenses in net financial items.
In conjunction with the transition to IFRS 16 on September 1, 2019, Dustin recognised SEK 350 million in right-of-use assets and SEK 341 million in lease liabilities. The difference between these consists of pre-paid or accrued lease payments. This also
resulted in the financial statements being impacted by the new standard. EBITDA increased as a result of the lease expenses being recognised in part as depreciation. Net debt increases considerably due to the increase in lease liabilities. Cash flow from operating activities increased and cash flow from financing activities decreased. Dustin has chosen not to allocate the earnings effect of the new standard per segment but to include them in central functions, after which the segment earnings were unchanged.
Refer to the tables below as well as to Note 13 Leases for additional information on the effect of the transition from IAS 17 to IFRS 16 on September 1, 2019.
| Incl. IFRS 16 | Effect IFRS 16 | Excl. IFRS 16 | |
|---|---|---|---|
| Consolidated income statement | 19/20 | 19/20 | 19/20 |
| Cost of goods and services sold | -11,152.0 | 0.9 | -11,152.9 |
| Selling and administrative expenses | -1,617.9 | 5.3 | -1,623.2 |
| EBITA | 387.2 | 6.2 | 381.0 |
| Financial expenses and other similar income-statement items | -53.3 | -13.4 | -39.9 |
| Profit/loss after financial items | 335.2 | -7.2 | 342.4 |
| Tax | -57.9 | – | -57.9 |
| Profit/loss for the period | 277.3 | -7.2 | 284.5 |
| Incl. IFRS 16 | Effect IFRS 16 | Excl. IFRS 16 | |
| Consolidated balance sheet | Aug. 31, 2020 | Aug. 31, 2020 | Aug. 31, 2020 |
| Right-of-use assets | 502.2 | 502.2 | – |
| Non-current assets | 5,050.0 | 502.2 | 4,547.8 |
| Prepaid expenses, accrued income | 231.3 | -6.1 | 237.4 |
| Current assets | 2,726.1 | -6.1 | 2,732.2 |
| Retained earnings | 277.3 | -7.2 | 284.5 |
| Equity | 2,455.6 | -7.2 | 2,462.7 |
| Lease liabilities, non-current | 370.3 | 370.3 | – |
| Non-current liabilities | 2,764.8 | 370.3 | 2,394.5 |
| Lease liabilities, current | 141.3 | 133.2 | 8.1 |
| Current liabilities | 2,555.7 | 133.2 | 2,422.5 |
In accordance with IAS 20, government grants are recognised in the income statement when there is reasonable assurance that the company will comply with the conditions attached to them and the grants will be received. The government grants were recognised as a reduction in selling and administrative expenses and increased interim receivables. Total remuneration amounts to SEK 3 million (–).
In Dustin, segment reporting is based on the Group's end-customers and corresponds to the internal reporting structure used by management, the Board of Directors and the chief operating decision maker (the CEO). Dustin's operations are divided into three business segments: SMB (Small and Medium-sized Businesses), LCP (Large Corporate and Public Sector) and B2C (Business to Consumer). The segments are followed up using the key performance indicators of net sales and segment earnings. A central function also exists, to which all non-allocated costs and amortisation/depreciation are recognised.
The Group encompasses the Parent Company and subsidiaries. The financial statements of subsidiaries are consolidated in the consolidated financial statements as of the date on which the controlling influence is attained and until the date on which controlling influence no longer exists. An overview of all consolidated companies in the Group can be found in Note P7 Participations in Group companies.
Acquisitions of subsidiaries are recognised in accordance with the purchase method. Using this method, the acquisition of a subsidiary is regarded as a transaction whereby Dustin indirectly acquires the subsidiary's assets and assumes its liabilities and contingent liabilities.
In the event of an acquisition, the purchase price allocation is prepared to determine the cost of the shares or the business and the fair value at the acquisition date of identifiable assets, liabilities and contingent liabilities. The difference between the purchase consideration and the fair value of identified assets and liabilities assumed is allocated to goodwill. If the purchase consideration is lower than the fair value of the acquired company's net assets, the difference is recognised as revenue in the income statement. Transaction costs directly attributable to the acquisition are expensed continuously under items affecting comparability. Any contingent earn-out to be paid after the acquisition date is recognised as a liability at fair value. Measurement is subsequently carried out on a continuous basis at fair value and changes in value are recognised in profit or loss under items affecting comparability. If a change in value
occurs before the purchase price allocation has been finalised, and the change is of such a nature that the event arose from the acquisition date, measurement is carried out via the balance sheet. For more information on items affecting comparability, refer to the section on items affecting comparability below.
Intra-Group receivables and payables, income and expenses arising from intra-Group transactions are eliminated when the consolidated financial statements are prepared.
Foreign currency transactions are translated to the functional currency using the exchange rates prevailing on the transaction date. Exchange-rate differences arising in connection with the settlement of such transactions, or when translating exchange rates for monetary assets and liabilities in foreign currencies on the balance-sheet date, are recognised in profit or loss.
Exchange-rate differences attributable to operating assets and liabilities are recognised in profit or loss under Other operating income or Other operating expenses.
Functional currency is the currency of the primary economic environment in which the entity operates, meaning that the local currency corresponds to the functional currency for the companies. Upon consolidation, this means that all assets and liabilities included in the subsidiaries' balance sheets are translated at the closing day rate and all profit or loss items are translated at the average exchange rate. Any translation differences are recognised in other comprehensive income and accumulated in the translation reserve in equity.
The Group applies hedge accounting to hedge net investments in foreign subsidiaries. For effective hedges, exchange-rate differences from transaction of external loans from credit institutes are recognised in other comprehensive income. Gains or losses attributable to ineffective portions of hedges are recognised in profit or loss under net financial items. For further information, refer to the section on Derivative instruments and hedge accounting on page 82.
Net sales include income measured at the transaction price that has been or is expected to be received for sold goods and services, excluding VAT after eliminating intra-Group sales and after taking into account variable remuneration such as the expected value of volume discounts. The expected value of volume discounts is based on historical data and is recognised as an interim liability and as a reduction in revenue.
Dustin believes the use of returns has had an insignificant impact on revenue historically and accordingly no loss allowance for the impact of returns has been made and separate information relating to returns is deemed immaterial.
Dustin's sales include the sale of IT products and advanced products and services to businesses (B2B) in the SMB (Small and Medium-sized Businesses) segment, and LCP (Large Corporate and Public Sector) as well as consumers (B2C).
Revenue is recognised at the point in time when Dustin has fulfilled its performance obligation by transferring control of a good or service to a customer. Invoicing takes place in conjunction with the delivery and the normal payment period is 20–30 days.
Guarantees offered as optional extras for a product where Dustin is the reseller means that the performance obligation is to provide a guarantee from another party. When Dustin fulfils the performance obligation as an agent, the provision for the guarantee is recognised as revenue.
Dustin primarily recognises revenue from the following revenue streams:
Sales of hardware comprise the largest share of the Group's total revenue. Revenue is recognised at the point in time that control of the product is passed to the customer. This occurs when the product is delivered to the carrier if the customer is a company (B2B) and when the product is delivered by the carrier if the customer is a consumer (B2C).
Dustin is the reseller of licenses and does not sell its own licenses to customers. Depending on the type of software license sold, Dustin has identified certain customer contracts in which Dustin is the principal in some licensing agreements but acts as agent in others.
When Dustin is the principal, the performance obligation is considered to be fulfilled at the point in time that control of the license is passed to the customer, which is typically upon delivery.
When Dustin acts as agent, the performance obligation consists of Dustin mediating the sale between the supplier and the customer and receiving a commission. The income is recognised when the obligation to mediate the sale has been met, which is typically when the license is delivered to the customer.
Dustin has consultants who perform services on costplus contracts or at fixed prices.
For consulting services on cost-plus contracts, the performance obligation can be considered fulfilled as the customer receives and uses the benefits provided. This takes place when Dustin fulfils the obligations specified in the contract, which is normally when the consulting hours have been delivered.
For fixed-price services, income is typically recognised when the assignment stipulated in the contract is completed.
To recognise revenue for various bundled services, an assessment is made of whether a service and hardware/license is to be deemed a performance obligation or if the service and hardware/license are to be recognised separately. The assessment is based on whether the customer can benefit from the hardware/license separately from the service and if it is possible to separate the service from the hardware/ license in the contract with the customer.
The main part of bundled services comprises separate performance obligations where the service and hardware are recognised separately. Revenue from the hardware is recognised when control is passed to the customer, meaning upon delivery of the hardware, and the service is recognised over time. The transaction price is allocated to each performance obligation based on the independent selling price.
Dustin also has certain contracts with customers where the service and hardware/license are to be considered a performance obligation and are recognised on a continuous basis over the contract period pertaining to the performance obligation. The progress of a completely fulfilled performance obligation is measured on the basis of the work Dustin has performed in relation to the total work expected.
Cost of goods and services sold The cost of goods and services sold includes the purchase price, customs, other taxes, distribution costs, expenses for consultants and other directly attributable costs. Discounts from suppliers, cash discounts, vendor bonuses and similar items reduce the cost of goods and services sold.
Dustin has utilised the practical solution available in IFRS 15 that allows a company to recognise subsequent expenditure to obtain a contract as an expense when this arises if the period of amortisation for the asset that Dustin would otherwise have recognised is not more than one year.
Selling and administrative expenses Selling expenses includes costs directly attributable to sales of goods and services. This item includes the cost of freight to customers, marketing, remuneration of sellers, debt collection, credit information, etc. Administrative expenses include administration costs not attributable to the cost of goods and services sold or selling expenses. Administrative expenses include costs for the finance department, HR department, IT department, depreciation and other expenses.
Items affecting comparability Items affecting comparability relate to income and expense items that, due to their size or as a consequence of the significance of their nature, are recognised separately in order to facilitate understanding of the Group's financial performance. These items are primarily attributable to restructuring costs, costs related to acquisitions and disposals, and other non-recurring items of significant size. Items affecting comparability are recognised in the income statement and specified in Note 5.
Financial income and expenses
Financial income and expenses consist of interest income from bank deposits and receivables, and interest expenses from external financing. Interest expenses and interest income are recognised when they arise in accordance with the effective interest method.
Dustin's total tax expense consists of current and deferred tax. Income tax is recognised in profit or loss, except when the underlying transaction is recognised in other comprehensive income or directly in equity, in which case the related tax effect is recognised in other comprehensive income or directly in equity.
Current tax is tax that is to be paid or received in the current year, with the application of the tax rates that have been decided or decided in practice on the balance-sheet date in the countries in which the company's subsidiaries operate and generate taxable earnings. This also includes adjustments of current tax attributable to prior periods.
Deferred tax is recognised on all temporary differences, which is the difference between the taxable value of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is calculated using the tax rates and tax regulations that have been decided or announced as per the balance-sheet date. Deferred tax assets are recognised only to the extent that it is probable that future taxable surplus will be available for offsetting the temporary differences within the foreseeable future. Deferred tax liabilities and deferred tax assets are offset as far as possible within the framework of local laws and tax regulations.
The Dustin brand is recognised as an intangible asset with an indefinite useful life since Dustin is actively continuing to support the brand via continuous further development and strengthening. The brand is not amortised but is tested for impairment every year and whenever there is an indication of a decline in value.
Goodwill arises when operations are acquired where the cost exceeds the fair value of Dustin's share of the acquired operations' identifiable net assets. Goodwill is recognised at cost less any impairment and is allocated to cash-generating units that are impairment tested on an annual basis.
Cash-generating units coincide with the business segments:
Impairment of goodwill is tested annually or whenever indications emerge showing that there has been a decline in value. The carrying amount of goodwill is compared with the recoverable amount, which is the highest of the value in use and the fair value less
selling expenses. If the estimated recoverable amount falls below the carrying amount, the asset is impaired. Any impairment is recognised as an expense and is never reversed.
The valuation is based on Dustin's business plan and a discounted cash flow analysis, as the main approach in estimating the recoverable amount. A sensitivity analysis of the discount rate, growth assumptions and margins is made after each impairment test in order to determine whether the remaining value (the difference between the recoverable amount and the carrying amount) is sufficient.
Other intangible assets consist of acquired customer relationships and capitalised IT expenditure for the integrated IT platform and Dustin's pricing platform. Intangible assets are recognised in the balance sheet if they meet the criteria for intangible assets according to IAS 38 Intangible Assets.
Capitalisation of IT expenditure for the integrated IT platform (refer to definitions) is only applied to systems that Dustin considers strategic long-term systems. Expenditure for other systems is expensed immediately. Capitalised IT expenditure consists of:
| Technology | 3–5 years |
|---|---|
| Customer relationships | 3–10 years |
| IT platform: | |
|---|---|
| Other technology | 2–4 years |
| Web platform | 3–6 years |
|---|---|
| ERP platform | 3–15 years |
| Other | |
|---|---|
| Licenses | 3 years |
| Pricing platform | 3 years |
| Data platform | 5 years |
Tangible assets are recognised as assets in the balance sheet when it is probable that the future financial benefits associated with the assets will accrue to the company and the cost of the asset can be measured reliably. Tangible assets are recognised at cost less accumulated depreciation and impairment losses. Cost includes the purchase price and costs directly attributable to the asset for delivering it to its intended place and in a condition that matches the intended purpose.
The carrying amount of tangible assets is derecognised from the balance sheet when the item is disposed of or sold or when no future financial benefits are expected to accrue from the asset. Gains or losses on the sale or disposal of an asset are calculated as the difference between the selling price (less direct selling expenses) and the carrying amount of the asset. Gains or losses are recognised as other operating income/expenses in profit or loss when control has been transferred to the purchaser.
Depreciation is applied on a straight-line basis over the estimated useful life and recognised in selling and administrative expenses in profit or loss. Useful lives are continuously assessed. The expected useful lives for tangible assets are as follows:
| Telephones | 2 years |
|---|---|
| Computers and accessories | 3 years |
| Equipment, tools, fixtures and fittings | 5 years |
| Leasehold improvements | 5–10 years |
On September 1, the Group implemented IFRS 16 Leases, which replaces IAS 17 Leases (for the policy applied in previous years, refer to page 114 of the 2018/19 Annual and Corporate Responsibility Report). As a lessee, the Group recognises a right-of-use asset that represents the right to use the asset and a lease liability that comprises the obligation to render lease payments during the lease period. Dustin has chosen to apply the exemptions under IFRS 16 for right-of-use agreements of low value and for those with a lease term of less than 12 months. These leases are not recognised in the balance sheet; the cost is allocated on a straight-line basis over the lease period in the income statement.
When a contract is signed, the Group assesses whether the contract is or contains a lease. Contracts can contain both lease and non-lease components (e.g. service components). If the components can be distinguished in the contracts pertaining to the leased asset, the non-lease components are recognised as a cost. Most of the contracts contain options for extension or premature termination. To the extent that Dustin is reasonably sure that the various possibilities will be exercised, this is reflected in the measurement of the lease liability.
Right-of-use assets are initially measured at cost, which consists of the initial amount of the lease liability adjusted for any lease payments that were paid on or before the start date and any initial direct expenditures. The asset is depreciated straight-line from the start date through the end of the lease period. The residual value and useful life of the asset is reviewed and adjusted as needed on the balancesheet date of every quarter.
Lease liabilities are separated into non-current and current, which are initially measured at the present value of the remaining lease payments for the lease period. Lease payments are discounted at the incremental borrowing rate. The incremental borrowing rate is divided into different maturities depending on the duration of the leases. Lease liabilities are increased by interest expenses and decreased by lease payments.
Lease liabilities are revalued if the Group is reasonably certain that there will be a change in future lease payments in the form of changes to estimated future payments. This could be the result of changes to the index or price during the guaranteed remaining term of the lease, or in conjunction with changes to assessments in the event of a purchase, or extension or termination of the contract.
Assets with indefinite useful lives are not depreciated but are tested for impairment at least once a year. Assets that are subject to depreciation are also tested for impairment. Any impairment of assets subject to depreciation is reversed only when there is no longer any indication of impairment and the assumptions used as the basis for calculating the recoverable amount have changed. However, impairment of goodwill is never reversed. An
impairment loss is only reversed to the extent that the asset's carrying amount, after reversal, does not exceed the recognised residual value that would have existed had the impairment not occurred. Impairment testing does not pertain to financial assets.
Inventories are measured at the lower of cost and net realisable value, taking expected obsolescence into consideration. Net realisable value is the estimated selling price in the operating activities, less the estimated costs for accomplishing a sale. Goods are considered to be included in Dustin's inventory from the date on which the goods are owned by Dustin according to civil law. The cost of inventories is measured according to a moving average method. This averaging approach is considered to yield a safe and conservative approach to recognising financial results. Calculation of the moving average cost is made by dividing the total cost of the items purchased by the number of items in inventories. The average cost includes all inventory items in stock and is re-calculated after every inventory purchase.
A receivable is recognised in the balance sheet once Dustin has performed and the counterparty has a contractual obligation to pay, even if the invoice has not been sent (contract asset). Accounts receivable and contract assets are recognised at the transaction price on initial recognition, and other receivables are measured at fair value plus directly attributable transaction costs. Contract assets, other receivables and accounts receivable are subsequently recognised at amortised cost less any impairment. As of the current financial year, impairment losses are based on expected credit losses and recognised in profit or loss under administrative expenses. For accounts receivable and contract assets, Dustin applies the simplified approach under IFRS 9 that entails the measurement of the loss allowance to an amount corresponding to the expected credit losses for the remaining time to maturity regardless of whether or not the credit is credit-impaired.
Receivables are included in the balance sheet when Dustin has fulfilled an obligation and remuneration has not been received. This means that invoicing may take place during the course of the work once the contractual performance obligation has been met, usually when control has been transferred to the customer. Based on the terms and conditions in the contract, Dustin may also receive advances
or payments from customers before revenue is recognised, which results in contract liabilities. Since the expected maturity of an account receivable is short, the value is recognised without discounting.
Cash and cash equivalents include cash and bank balances that are readily available. Cash and cash equivalents are measured at amortised cost. Utilised bank overdrafts are recognised under short-term loans.
Ordinary shares are classified as equity. Transaction costs directly attributable to the issue of new shares or warrants are recognised (net of tax) in equity as a deduction from the issue proceeds. For more information about equity, refer to Note 22 Equity.
A provision is recognised in the balance sheet when Dustin has an existing legal or informal obligation as a result of a past event, and it is probable that an outflow of financial benefits will be required to settle the obligation and when a reliable estimate of the amount can be made. A provision for restructuring is recognised when the Group has established a detailed restructuring plan, and implementation has either begun or been publicly announced. The cost estimate is based on detailed action plans that are expected to improve the Group's cost structure and productivity. If the effect of the date of payment is material, provisions are calculated by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
The Group only has defined-contribution pension plans, meaning the company's obligations are limited to the payment of fixed contributions. Dustin has no legal or informal obligations to pay further contributions should the fund not have sufficient assets to pay all employee benefits relating to employee service in current and prior periods. For defined-contribution plans, Dustin pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The contributions are recognised as expenses for
employee benefits when the amounts become due for payment. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments accrues to Dustin.
A number of senior executives and other key individuals at Dustin have been allotted warrants under the framework of the Group's share-based remuneration plan. Dustin receives services from these employees as payment for the Group's equity instruments (warrants). Furthermore, the programme also includes a limited number of warrants that are settled in cash, known as synthetic options. The fair value of liabilities for cash-based payment is charged to profit or loss at the corresponding change in liabilities. All warrants were issued on market-based terms on the subscription date.
Dustin issues new shares when the warrants are utilised. Payments received, less any transaction costs, increase the share capital and other contributed capital to the extent exceeding the quotient value.
For more information regarding employee benefits, see Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
External loans and drawdowns are initially measured at the fair value of the amount received, net after transaction costs. Transaction costs include costs that arise in connection with raising loans or loan commitments if it is deemed probable that loan or credits will be utilised. The cost is recognised as prepaid expenses until the credits or loan is utilised. Borrowing is thereafter recognised at amortised cost and any difference between the amount received (net after transaction costs) and the repayment amount is recognised in profit or loss distributed over the borrowing period, applying the effective interest method.
Liabilities are classified as current liabilities unless Dustin has an unconditional right to defer payment of the liability for at least 12 months after the balancesheet date.
Acquisition-related liabilities Acquisition-related liabilities pertain to contingent earn-outs. Measurement is carried out on a continuous basis at fair value and changes in value are recognised in profit or loss under items affecting comparability. If a change in value occurs before the purchase price allocation has been finalised, and the change is of such a nature that the event arose from the acquisition date, measurement is carried out via the balance sheet. Liabilities for contingent earn-outs are discounted and the effect of the discounting is expensed under financial liabilities. The fair value is calculated as defined for Level 3 in IFRS 13, meaning according to inputs that are not based on observable market data. The calculation of the contingent earn-out liability is based on the parameters of each acquisition agreement. These parameters are usually linked to the outcome of performance measures taken for up to three years from the date of acquisition.
Derivative instruments and hedge accounting Derivatives comprise interest-rate derivatives to cover the variable interest-rate risk associated with external bank loans and, in certain cases, currency futures to cover the transaction exposure that may arise upon purchase of foreign currency. Derivative instruments are recognised on the contract date and are measured at fair value, both initially and in subsequent revaluations via other comprehensive income, in the hedge reserve in shareholders' equity, on condition that the hedge is effective. When the hedge is realised, the realised portion is reversed to profit or loss for interest-rate derivatives and to the carrying amount of the purchased balance-sheet item for hedged purchases of foreign currency.
If the hedge accounting ceases, the cumulative gain or loss on the hedging instrument remains until such time as the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the cumulative gain or loss on the hedging instrument is immediately recognised in net financial items in profit or loss. If the derivative is discontinued prematurely and replaced with a new, similar derivative, the derivative's cost is recognised on an accruals basis in profit or loss over the original remaining term.
Under IFRS 9, hedge accounting is applied to net investments in foreign subsidiaries. This means that exchange-rate differences on external loans are recognised in other comprehensive income. Efficacy analyses are carried out every quarter and in accordance with Dustin's Financial Policy. Any gains or losses from hedging instruments attributable to the effective portion of the hedge are recognised in other comprehensive income. Gains or losses attributable to the ineffective portion are recognised
in profit or loss under Financial expenses and other similar income-statement items. Accumulated gains and losses in other comprehensive income are recognised in profit or loss when the foreign operations are fully or partly offset. The Group meets the requirements for applying hedging of net investments.
Accounts payable are obligations to pay for goods or services that have been acquired from suppliers in the operating activities. Accounts payable are classified as current liabilities if they fall due for payment within one year. If payment is expected to be made more than 12 months after the balancesheet date, the liability is recognised as a long-term liability. Accounts payable are initially measured at fair value and thereafter at amortised cost applying the effective interest method.
Disclosures about a contingent liability are provided when there is a possible obligation depending on whether some uncertain future event occurs or when there is an existing obligation for which payment is not probable or the amount cannot be measured reliably.
Parent Company's accounting policies The Parent Company Dustin Group AB's financial statements have been prepared in accordance with the Swedish Annual Accounts Act and the standard RFR 2 Accounting for Legal Entities. RFR 2 requires that, to the extent possible, financial statements for the Parent Company should comply with all IFRS standards and interpretations approved by the EU. Furthermore, the recommendation specifies permissible exceptions from IFRS, as well as additions to IFRS that are required in order for the Parent Company to be compliant with Swedish legislation.
In accordance with Article 403, Book 2 of the Civil Code of the Netherlands, Dustin has guaranteed the liabilities of a certain majority-owned Dutch subsidiary. Separate financial statements from this subsidiary are therefore not filed at the Trade Register of the Chamber of Commerce in the Netherlands. At August 31, 2020, a 403-statement has been issued for the following companies: Swith IT Solutions B.V and Xcellent Automatisering B.V.
Differences between the accounting policies of the Group and the Parent Company are presented below.
IFRS 16 Leases, which replaces IAS 17 Leases, is not applied by the Parent Company; the exemption in RFR 2 is applied instead. This means that the Parent Company recognises existing leases in the same way as in previous years, which means that lease payments are recognised as an expense on a straight-line basis over the term of the lease.
The Parent Company does not apply IFRS 9 Financial Instruments. Financial instruments are recognised at cost in accordance with the Annual Accounts Act. Unlike the Group, the Parent Company does not apply hedge accounting to net investments in foreign subsidiaries. This means the Parent Company's income statement recognises the exchange-rate effect of loans in foreign currency. In accordance with Dustin's Financial Policy, derivatives are to be used for hedging of variable interest rates on external loans. To minimise the risk of fluctuations in interest expenses for the Group, the derivatives must be structured so that maturities are spread over several periods. During the current and preceding financial years, derivatives were prematurely discontinued and replaced with new derivatives with wider maturity spreads. The effect of the derivatives being prematurely discontinued is that the early payment is recognised as an asset (prepaid expense) in the balance sheet and the cost is recognised on an accruals basis in net financial items over the original remaining duration.
The Parent Company recognises untaxed reserves (appropriations) and deferred tax.
Dustin applies alternative regulations pursuant to RFR 2, which means that Group contributions are recognised as appropriations.
Shares in subsidiaries are recognised in the Parent Company according to the cost method. Any dividend from subsidiaries is recognised in profit or loss for the Parent Company as financial income. If there is an indication that the value of the shares in the subsidiaries has decreased, an impairment test is conducted. Anticipated dividends from subsidiaries are to be recognised in cases where the Parent Company has exclusive rights to decide about the size of the dividend, and whether the Parent
Company made a decision about the size of the dividend before the Parent Company published its financial statements.
Shareholders' contributions are capitalised in shares and participations. Any impairment requirements are taken into account.
Note 2 Important estimates and assessments
The preparation of these financial statements involves management making estimates and assessments about the future. These assumptions and estimates are based on historical experience and other factors considered for these important areas, and the estimates and assessments are evaluated continuously. Estimates and assessments recognised for the year are considered to be reasonable. The identified key estimates are:
Goodwill is considered to be the most important asset for which impairment testing is deemed to be critical. The need for impairment is tested based on management's best assessment of the recoverable amount. The calculated recoverable amount of identified cash-generating units is built on future cash flows based on internal business plans and forecasts. Changes to these could have a material effect on the recoverable amount. The most significant assumptions are outlined in
Note 11 Intangible assets and Note 24 Acquisition of businesses. The sensitivity analysis shows that reasonable changes in assumptions made would not result in a lower recoverable amount than the carrying amount of goodwill. The impairment tests for the current financial year did not indicate any need of impairment.
| Net sales | 19/20 | 18/19 |
|---|---|---|
| LCP | 6,880.9 | 6,376.8 |
| of which, hardware | 6,079.8 | 5,699.2 |
| of which, software and services | 801.1 | 677.6 |
| SMB | 5,717.4 | 5,532.9 |
| of which, hardware | 4,340.1 | 4,225.9 |
| of which, software and services | 1,377.4 | 1,307.0 |
| B2C | 597.0 | 625.9 |
| of which, hardware | 593.7 | 622.3 |
| of which, software and services | 3.3 | 3.6 |
| Total net sales | 13,195.4 | 12,535.7 |
| of which, hardware | 11,013.6 | 10,547.4 |
| of which, software and services | 2,181.7 | 1,988.2 |
| Segment results | ||
| LCP | 410.9 | 359.4 |
| SMB | 510.6 | 584.4 |
| B2C | 37.1 | 36.7 |
| Total, segment results | 958.6 | 980.5 |
| Central functions | -441.3 | -420.7 |
| of which, effects related to IFRS 16 Adjusted EBITA |
6.2 517.3 |
– 559.7 |
| Segment margin | ||
| LCP, segment margin (%) | 6.0 | 5.6 |
| SMB, segment margin (%) | 8.9 | 10.6 |
| B2C, segment margin (%) | 6.2 | 5.9 |
| Segment margin | 7.3 | 7.8 |
| Costs for central functions, excluding items affecting | ||
| comparability in relation to net sales (%) | -3.3 | -3.4 |
| Reconciliation with EBIT | ||
| Items affecting comparability | -31.0 | 3.5 |
| Amortisation and impairment of intangible assets | -99.1 | -74.1 |
| EBIT, Group | 387.2 | 489.1 |
| Financial income and other similar income-statement items | 1.3 | 0.8 |
| Financial expenses related to IFRS 16 | -13.4 | – |
| Financial expenses and other similar income-statement items | -39.9 | -45.0 |
| Profit after financial items, Group | 335.2 | 445.0 |
| Net sales | Assets* | ||||
|---|---|---|---|---|---|
| By geographic area | 19/20 | 18/19 | Aug. 31, 2020 | Aug. 31, 2019 | |
| Sweden | 5,228.6 | 5,514.5 | 2,182.1 | 1,878.6 | |
| Finland | 2,047.8 | 1,771.0 | 678.5 | 660.3 | |
| Denmark | 2,740.4 | 2,507.3 | 874.3 | 907.6 | |
| The Netherlands | 937.2 | 869.1 | 814.2 | 796.2 | |
| Norway | 2,241.3 | 1,873.8 | 482.8 | 477.4 | |
| Total | 13,195.4 | 12,535.7 | 5,031.8 | 4,720.1 |
* Assets excluding divestment-related receivables, deferred tax assets, derivative instruments and other assets.
Within the LCP and the SMB segments , customers are served through both the online platform and relationship selling. Dustin's sales model has been adapted to meet customer needs as efficiently as possible. In addition to the core LCP and SMB segments, Dustin also serves private customers in the B2C business segment. In the B2C segment, customers are only served through the online platform. Through this customer segment, Dustin gains insight into trends and pricing as well as increased sales with limited additional costs.
These three business segments are supported by a number of Group-wide functions including product procurement, pricing, online, finance, marketing, business support and people development. These Group-wide functions are referred to above as Costs for central functions. Dustin's central functions hold the key to delivery of the Group's offerings in all markets, the generation of economies of scale and the simplification of the integration of acquired operations.
| 19/20 | 18/19 | |
|---|---|---|
| Cost of goods and services sold from suppliers | 10,817.1 | 10,174.6 |
| Personnel costs included in cost of goods and services sold | 335.0 | 271.7 |
| Cost of goods and services sold | 11,152.0 | 10,446.3 |
| Personnel costs | 994.6 | 1,017.9 |
| Amortisation/depreciation of tangible and intangible assets | 296.9 | 115.5 |
| Other selling and administrative expenses including items affecting comparability | 357.4 | 457.4 |
| Selling and administrative expenses including items affecting comparability | 1,648.9 | 1,590.8 |
| Total | 12,800.9 | 12,037.1 |
The item cost of goods and services sold from suppliers above refers to direct costs for purchases of goods and direct costs related to the delivery of services. Personnel costs included in cost of goods and services sold refers to personnel costs that are directly attributable to the provision of a service. Personnel costs that are not directly related to the provision of a service are included in the item Selling and administrative expenses and refer to payroll expenses including social security expenses. Depreciation/amortisation encompasses intangible
and tangible assets and is included in the line Selling and administrative expenses in the income statement. The year-on-year increase pertains to depreciation attributable to the implementation of IFRS 16. Other selling and administrative expenses including items affecting comparability primarily refer to rent for premises, costs for temporary employees, marketing, IT and other personnel costs not related to salaries or social security contributions, in addition to the Items affecting comparability specified in Note 5.
| 19/20 | 18/19 | ||
|---|---|---|---|
| Acquisition and divestment-related expenses | -0.4 | -26.2 | |
| Integration costs | -15.9 | – | |
| Restructuring reserve | -26.9 | – | |
| Change in value of acquisition-related liabilities | 20.1 | 48.1 | |
| Costs for launch of online sales | -7.9 | -18.4 | |
| Total | -31.0 | 3.5 | |
Items affecting comparability amounted to negative SEK 31 million (pos: 4) for the full year and pertained to an expense for the restructuring reserve of SEK 27 million (–) related to consolidation of smaller offices and a reduction in staff, and integration costs of SEK 16 million (–). The final settlement of performance-based earn-outs had a positive effect
of SEK 20 million (pos: 48). Costs for the development of the IT platform to support online sales in the Netherlands, launched in October 2019, amounted to negative SEK 8 million (neg: 18). For more information on acquisition-related liabilities, refer to Note 14 Acquisition and divestment-related assets and liabilities.
| 19/20 | 18/19 | |||||
|---|---|---|---|---|---|---|
| Average number of employees | Women | Men | Total | Women | Men | Total |
| Subsidiaries | ||||||
| Sweden | 239 | 560 | 800 | 205 | 570 | 776 |
| Norway | 29 | 133 | 162 | 29 | 134 | 163 |
| Finland | 50 | 164 | 214 | 37 | 126 | 163 |
| Denmark | 25 | 118 | 143 | 27 | 144 | 171 |
| The Netherlands | 43 | 339 | 382 | 45 | 327 | 371 |
| Total | 386 | 1,314 | 1,700 | 343 | 1,301 | 1,644 |
Note 7 Number of employees, employee benefits expense and remuneration of senior executives
| 19/20 18/19 |
||||||
|---|---|---|---|---|---|---|
| Distribution of Board members and senior executives at the balance sheet date |
Women | Men | Total | Women | Men | Total |
| Board members | 3 | 4 | 7 | 3 | 4 | 7 |
| Group Management, including CEO | 5 | 5 | 10 | 4 | 5 | 9 |
| Total | 8 | 9 | 17 | 7 | 9 | 16 |
| 19/20 | 18/19 | |
|---|---|---|
| Audit assignment | 3.7 | 3.6 |
| Audit activities other than audit assignment | 1.3 | 1.3 |
| Tax consultations | 0.1 | 0.0 |
| Other services | 0.1 | 0.2 |
| Total | 5.2 | 5.0 |
Audit assignments are defined as the examination of the Annual Report and accounting records and of the Board of Directors' and CEO's administration of the Company, other tasks incumbent on the auditor, as well as advice and other services occasioned by observations made in the course of such examinations or the performance of such other tasks. Audit activities other than audit assignment primarily relate to the auditor's review of interim reports and review of the company's Corporate Responsibility Report. For the 18/19 and 19/20 financial years, Ernst & Young AB was appointed the auditor of the Group.
| 19/20 | |||||||
|---|---|---|---|---|---|---|---|
| Salaries and other remuneration of the CEO, Group Management and other employees |
CEO and Group Management* |
of which, CEO Thomas Ekman |
Other employees |
Total | |||
| Salaries and other remuneration | 24.8 | 5.7 | 1,005.2 | 1,030.0 | |||
| of which, variable remuneration | 1.9 | 0.3 | 62.3 | 64.2 | |||
| Social security expenses | 11.9 | 3.4 | 287.6 | 299.5 | |||
| of which, pension costs | 5.8 | 1.6 | 95.7 | 101.5 | |||
| Total | 36.7 | 9.1 | 1,292.8 | 1,329.5 |
| 18/19 | ||||||
|---|---|---|---|---|---|---|
| Salaries and other remuneration of the CEO, Group Management and other employees |
CEO and Group Management* |
of which, CEO Thomas Ekman |
Other employees |
Total | ||
| Salaries and other remuneration | 29.4 | 7.1 | 961.4 | 990.8 | ||
| of which, variable remuneration | 7.4 | 2.0 | 53.6 | 61.0 | ||
| Social security expenses | 13.1 | 3.7 | 285.7 | 298.8 | ||
| of which, pension costs | 5.9 | 1.5 | 86.9 | 92.8 | ||
| Total | 42.5 | 10.8 | 1,247.1 | 1,289.6 |
* Remuneration of the senior executive in the Netherlands up through July 2020 was paid through invoicing from a self-owned company.
Remuneration of senior executives
During the year, new legal requirements for remuneration guidelines came into force. This was due to amendments to the EU directive on shareholders' rights. Accordingly, the Board's proposals for new remuneration guidelines include a number of clarifications. Since both Dustin and the market have developed, a raised ceiling for variable remuneration for senior executives is also proposed. In addition, the proposal does not entail any significant changes in relation to our current remuneration guidelines.
Remuneration and fees that were approved for 2019/20 are described in the section "Our Board of Directors" on pages 68–69. During the 2019/20 financial year, separate remuneration was paid for committee work, as resolved by the Annual General Meeting on December 11, 2019.
Remuneration of the CEO Thomas Ekman comprises fixed salary, pension and other standard benefits, as well as variable remuneration. The CEO is entitled to a fixed annual salary of SEK 5,280,000 and annual variable remuneration of a maximum of 60 per cent of the fixed salary. The retirement age for the CEO is 65. Until the agreed retirement age, the company is to contribute a monthly amount corresponding to 30 per cent of the fixed salary in a pension. The CEO has 12 months' notice of termination from the company and six months' notice on his/her own initiative.
Remuneration of other Group Management comprises fixed salary, pension and other standard benefits, as well as variable remuneration of a maximum of 60 per cent of the fixed salary. Pension for other Group Management is paid as a percentage of the fixed salary or premium-based pension scheme. In the event of termination of other Group Management by the company, the notice of termination is a maximum of 12 months. In the event of termination of other senior executives on their own initiative, the notice of termination is six months.
Long-term incentive programme
At the Annual General Meeting on December 11, 2019, the shareholders resolved to adopt a longterm incentive programme (LTI 2020) for senior executives and other identified key individuals. The programme has the same structure as the previous year's incentive programme, and consists of warrants and synthetic options. Each warrant carries the entitlement to subscribe for one new share in the company. The programme encompasses a total of 950,140 options and includes warrants and synthetic options. The duration period for the warrants is 3.5 years. There are also two long-term incentive programmes from prior years (LTI 2019 and LTI 2018) that encompass a total of 1,054,411 and 866,713 warrants, respectively, with a duration period of 3.5 years. Full exercise of the warrants would result in a dilution of approximately 2.9 per cent. The aim of the options programmes is to increase the proportion of ownership among senior executives and other identified key individuals, and to motivate them to remain at the company. In addition, the ownership is expected to increase long-term commitment to Dustin and its earnings performance. During the financial year, the LTI 2017 programme expired, and no warrants were exercised as a consequence of the market price being lower than the exercise price, thereby having no effect on equity. On the other hand, 65,906 warrants were repurchased in accordance with the repurchase offer submitted to the participants. For further information, see the press release published on January 27, 2020.
| Programme | Period of utilisation | Warrants outstanding* |
Exercise price, SEK** |
Dilution on full exercise |
|---|---|---|---|---|
| LTI 2020 | Jan. 30–Jun. 30, 2023 | 950,140 | 93.5 | 1.0% |
| LTI 2019 | Jan. 30–Jun. 30, 2022 | 1,054,411 | 96.7 | 0.9% |
| LTI 2018 | Jan. 30–Jun. 30, 2021 | 866,713 | 87.1 | 1.0% |
| Total | 2,871,264 | 2.9% |
* The number of shares that each warrant entitles to subscribe for has been adjusted by a factor of 1.02 for LTI 2018 after the rights issue completed in 2018.
** The exercise price for the LTI 2018 programmes have been adjusted for the rights issue during its term.
| Number of warrants to exercise per programme | ||||
|---|---|---|---|---|
| Participant | LTI 2020 | LTI 2019 | LTI 2018 | |
| CEO Thomas Ekman | 103,883 | 219,204 | 189,387 | |
| Other Group Management | 324,248 | 356,405 | 219,092 | |
| Other participants | 522,009 | 451,402 | 449,673 | |
| Holdings of own warrants through Dustin Aktiebolag | – | 27,400 | 8,561 | |
| Total | 950,140* | 1,054,411** | 866,713 |
* Of which 60,250 warrants are synthetic options.
** Of which 246,603 warrants are synthetic options.
Remuneration and fees that were approved for 2019/20 at the Annual General Meeting. Remuneration for committee work is described in the table below. Remuneration of the Board is approved annually at
the Annual General Meeting and relates to the period until the next Annual General Meeting. Dustin Group's Board of Directors received fees during the period, regulated by Dustin Group AB. No board fees were paid in the subsidiaries during the period.
| Board remuneration | |||||
|---|---|---|---|---|---|
| (annual fees in SEK) | 19/20 | 18/19 | |||
| Board fee | Committee fee | Board fee | Committee fee | ||
| Mia Brunell Livfors (Chair) | 620,000 | 60,000 | 620,000 | 60,000 | |
| Caroline Berg | 315,000 | 30,000 | 310,000 | 30,000 | |
| Gunnel Duveblad | 315,000 | 60,000 | 310,000 | 50,000 | |
| Johan Fant | 315,000 | 110,000 | 310,000 | 100,000 | |
| Tomas Franzén | 315,000 | 30,000 | 310,000 | 30,000 | |
| Morten Strand | 315,000 | 60,000 | 310,000 | 50,000 | |
| Mattias Miksche | 315,000 | – | 310,000 | – | |
| Total | 2,510,000 | 350,000 | 2,480,000 | 320,000 |
The increase in interest expenses is attributable to the implementation of IFRS 16. The decrease in other financial expenses is primarily attributable to the revaluation of synthetic options, which resulted in a positive effect of SEK 3 million (neg: 1).
| Earnings per share before dilution | 19/20 | 18/19 |
|---|---|---|
| Net profit for the year, SEK million | 277.3 | 356.2 |
| Weighted number of shares outstanding | 88,647,339 | 86,472,611 |
| Number of shares when calculating earnings per share | 88,647,339 | 86,472,611 |
| Earnings per share before dilution, SEK | 3.13 | 4.12 |
| Earnings per share after dilution | 19/20 | 18/19 |
| Net profit for the year, SEK million | 277.3 | 356.2 |
| Weighted number of shares outstanding | 88,647,339 | 86,472,611 |
| Adjustment for adopted dilution through incentive programme* | – | 294,182 |
| Number of shares when calculating earnings per share | 88,647,339 | 86,766,793 |
| Earnings per share after dilution, SEK | 3.13 | 4.11 |
* For more information about the incentive programme, refer to Note 7.
The calculation of earnings per share before dilution has been based on net profit for the year in relation to the weighted average number of shares outstanding according to the above.
When calculating earnings per share after dilution, the weighted average number of shares outstanding according to the above is adjusted for a potential dilution effect of the warrants outstanding.
| Tax expense | 19/20 | 18/19 |
|---|---|---|
| The following components are included in the tax expense in the income statement: |
||
| Current tax | -61.3 | -78.6 |
| Deferred tax | 6.2 | -8.2 |
| Adjustments of current tax attributable to prior periods | -2.8 | -1.9 |
| Recognised effective tax | -57.9 | -88.7 |
| Recognised effective tax rate | 17.3% | 19.9% |
| Recognised profit before tax | 335.2 | 444.9 |
| Reconciliation of effective tax rate | ||
| Tax according to current tax rate for the Parent Company | -71.7 | -97.9 |
| Tax effect of: | ||
| Non-deductible expenses | -1.7 | -5.3 |
| Non-taxable income | 18.0 | 13.6 |
| Standardised income attributable to tax allocation reserve | -0.2 | -0.2 |
| Adjustment of tax for previous years and others | -2.8 | -0.2 |
| Difference in tax rate between Parent Company and subsidiaries | 0.5 | 0.4 |
| Changed tax rate | – | 0.8 |
| Recognised effective tax | -57.9 | -88.7 |
structures.
| Change in goodwill for the year | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| Opening cost | 3,839.8 | 3,221.7 |
| Acquisition of operations | – | 591.7 |
| Exchange-rate differences | -133.4 | 26.4 |
| Closing residual value according to plan | 3,706.5 | 3,839.8 |
| Goodwill is attributable to surplus values upon | Goodwill per segment | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|---|
| acquisitions of new entities. In conjunction with each | B2C | 7.4 | 7.4 |
| acquisition, an analysis is carried out to allocate the surplus value arising in connection with the |
LCP | 945.3 | 987.0 |
| acquisition to intangible assets. Identified goodwill | SMB | 2,753.8 | 2,845.5 |
| is primarily related to know-how and organisational | Total | 3,706.5 | 3,839.8 |
| IT platform | Other | Total | |||||
|---|---|---|---|---|---|---|---|
| Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
||
| Opening cost | 215.6 | 183.4 | 58.8 | 74.4 | 274.4 | 257.8 | |
| Purchases | 37.5 | 32.3 | 27.6 | 4.9 | 65.1 | 37.2 | |
| Divestments and disposals* | – | – | -4.7 | -22.0 | -4.7 | -22.0 | |
| Exchange-rate differences | – | 0.0 | -2.5 | 0.1 | -2.5 | 0.1 | |
| Closing accumulated cost | 253.1 | 215.6 | 79.2 | 58.8 | 332.2 | 274.4 | |
| Opening amortisation | -83.6 | -58.3 | -34.2 | -48.9 | -117.8 | -107.2 | |
| Amortisation for the year according to plan |
-39.9 | -25.4 | -7.6 | -7.2 | -47.5 | -32.6 | |
| Divestments and disposals* | – | – | – | 22.0 | – | 22.0 | |
| Exchange-rate differences | – | 0.0 | 1.0 | -0.1 | 1.0 | -0.1 | |
| Closing accumulated | |||||||
| amortisation according to plan | -123.5 | -83.6 | -40.8 | -34.2 | -164.3 | -117.8 | |
| Opening impairment | -23.6 | -23.6 | – | – | -23.6 | -23.6 | |
| Impairment for the year | – | – | – | – | – | – | |
| Closing impairment | -23.6 | -23.6 | – | – | -23.6 | -23.6 | |
| Closing residual value according to plan |
105.9 | 108.3 | 38.4 | 24.6 | 144.3 | 133.0 |
| Other intangible | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Customer contracts | Brands | assets | Total | ||||||
| Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
||
| Opening accumulated cost | 605.8 | 498.5 | 312.0 | 312.0 | 2.4 | 2.4 | 920.2 | 812.9 | |
| Purchases | 3.5 | – | – | – | – | – | 3.5 | – | |
| Acquisition of operations | – | 107.5 | – | – | – | – | – | 107.5 | |
| Divestments and disposals | – | -2.3 | – | – | – | 0.0 | – | -2.2 | |
| Exchange-rate differences | -31.9 | 2.0 | – | – | -0.1 | – | -32.0 | 2.0 | |
| Closing accumulated cost | 577.4 | 605.8 | 312.0 | 312.0 | 2.3 | 2.4 | 891.7 | 920.2 | |
| Opening accumulated amortisation |
-278.2 | -240.8 | – | – | -0.6 | -0.1 | -278.7 | -240.9 | |
| Amortisation for the year according to plan |
-51.2 | -41.0 | – | – | -0.5 | -0.5 | -51.6 | -41.5 | |
| Divestments and disposals | – | 2.3 | – | – | – | – | – | 2.3 | |
| Exchange-rate differences | 18.2 | 1.5 | – | – | – | 0.0 | 18.2 | 1.4 | |
| Closing accumulated amortisation according to plan |
-311.2 | -278.2 | – | – | -1.0 | -0.6 | -312.2 | -278.7 | |
| Closing residual value according to plan |
266.3 | 327.7 | 312.0 | 312.0 | 1.3 | 1.9 | 579.6 | 641.5 |
Brands refer to Dustin's brand of SEK 312 million. The Dustin brand was acquired in 2006 and has been assigned an indefinite life given that the Dustin brand is well established and it is difficult to estimate when it will cease generating revenues. All intangible assets with indefinite useful lives are tested at least each year to ensure that the value does not deviate negatively
from the current carrying amount. Individual assets may be tested more frequently if there are indications of impairment. The recoverable amounts of the cashgenerating units were determined by using the value in use. The brand is proportionally distributed over the two cash-generating units LCP and SMB, see also the note on goodwill.
* No disposals occurred during the year (22).
Impairment testing is conducted based on the cash-generating units' value in use and these units are on an equal footing with the Group's reporting segments. The calculation of the value of Dustin's cash-generating units is based on management's cash flow forecasts for a period of five years. Cash flow for the ensuing years has been extrapolated by applying a growth assumption of 2.5 per cent for LCP and SMB as well as 1.0 per cent for B2C. The main assumptions used by management in the calculation of forecasts of future cash flows are market growth, the cash-generating units' expected market shares, the trend in product margins and personnel costs. The estimated market was based on external industry estimates. The market share trend, product margin and personnel costs were determined based on previous experience.
When calculating the value in use of the three cashgenerating units, a discount rate of 8.2 per cent (8.2) before tax was used. The main assumptions used pertain primarily to a risk-free interest rate of 1.4 per cent (1.7), stock market premium of 6.0 per cent (5.8), share beta of 1.08 per cent (1.08) and an expected
credit margin of 0.85 per cent (0.85). The calculation shows that the weighted cost of capital could have been increased by 0.2 percentage points (neg: 0.1) but adjustments have not been made in order to create stability in the calculations of value in use.
In impairment tests for the past two years, the estimated value exceeded the carrying amount for all units and no impairment was required.
A sensitivity analysis with respect to growth assumptions and the discount rate has been carried out. The analysis shows that if the discount rate increased 0.5 percentage points the recoverable amount decreased 8.4 per cent (8.0). If the discount rate decreased 0.5 percentage points the recoverable amount decreased 6.9 per cent (6.5). The analysis also included a calculation involving a 5-percentage point increase in the discount rate (5) without any indication of an impairment requirement. The sensitivity analysis revealed the risk of impairment is low.
| Cost of improvements on | |||||||
|---|---|---|---|---|---|---|---|
| external properties | Equipment | Total | |||||
| Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
||
| Opening accumulated cost | 22.2 | 25.7 | 248.9 | 220.3 | 271.0 | 246.0 | |
| Purchases | 7.0 | 4.6 | 35.8 | 45.2 | 42.8 | 49.7 | |
| Acquisition of operations | – | – | – | 36.2 | – | 36.2 | |
| Reclassification | 2.5 | -2.1 | -2.5 | 0.1 | – | -1.9 | |
| Divestments and disposals | 0.0 | -6.1 | -7.0 | -60.2 | -7.0 | -66.3 | |
| Exchange-rate differences | -0.2 | 0.0 | -10.6 | 7.3 | -10.9 | 7.4 | |
| Closing accumulated cost | 31.4 | 22.2 | 264.6 | 248.9 | 296.0 | 271.0 | |
| Opening accumulated | |||||||
| depreciation | -15.6 | -21.8 | -149.7 | -132.6 | -165.3 | -154.4 | |
| Depreciation for the year | |||||||
| according to plan | -1.9 | -1.7 | -41.2 | -39.8 | -43.1 | -41.5 | |
| Acquisition of operations | – | – | – | -25.8 | – | -25.8 | |
| Reclassification | -2.3 | 1.8 | 2.3 | -1.9 | – | -0.1 | |
| Divestments and disposals | 0.0 | 6.1 | 4.2 | 56.6 | 4.2 | 62.7 | |
| Exchange-rate differences | 0.2 | 0.0 | 7.2 | -6.2 | 7.4 | -6.2 | |
| Closing accumulated | |||||||
| depreciation according to plan | -19.6 | -15.6 | -177.2 | -149.7 | -196.7 | -165.3 | |
| Closing residual value according to plan |
11.8 | 6.6 | 87.4 | 99.2 | 99.3 | 105.7 |
The effect of the transition to IFRS 16 on the Group's leases is described in Note 1, Significant accounting policies. The Group applied the modified retrospective transition approach, which means that the cumulative effect of adopting IFRS 16 is recognised in the opening balance on September 1, 2019 with no restatement of comparative figures.
The transition from operational lease commitments on August 31, 2019 to lease liabilities on September 1, 2019 is as shown below, using a weighted average incremental borrowing rate on August 31, 2019 of approximately 2.9 per cent. The item "Adjustments as a result of various extension and termination alternatives" mainly consists of an adjustment regarding a lease where the determined rental period was assumed to be shorter when the contract was the subject of procurement.
| Lease liabilities, Sep. 1, 2019 | 350.4 |
|---|---|
| Other adjustments | -2.1 |
| Adjustments as a result of various extension and termination alternatives | -16.8 |
| Adjustment for short-term leases and leases of low-value assets | -2.6 |
| Financial leases, Aug. 31, 2019 | 9.2 |
| Discounted operating leases, Aug. 31, 2019 | -9.6 |
| Operating leases, Aug. 31, 2019 | 372.1 |
| SEK million |
The leases that have been recognised in Dustin's balance sheet as a result of IFRS 16 are categorised as buildings (i.e. offices, warehouses), vehicles, IT equipment for internal use (e.g. robots, servers, computers), IT equipment linked to service provision (i.e. network solutions) and other equipment.
Many leases contain options for extension or premature termination. These options will be reflected in the valuation of the lease liability to the extent that Dustin is reasonably certain that the option to either extend or terminate the contract prematurely will be exercised.
| IT equipment for internal |
IT equipment related to |
|||||
|---|---|---|---|---|---|---|
| Right-of-use assets | Buildings Vehicles | use | service provision | Other | Total | |
| Depreciation during the year | -69.9 | -25.4 | -32.4 | -25.9 | -1.1 | -154.6 |
| Closing balance, 31 Aug. 2020 | 270.8 | 58.3 | 103.9 | 68.4 | 0.8 | 502.2 |
| Amounts recognised in profit or loss: | 19/20 |
|---|---|
| Depreciation of right-of-use assets | 154.6 |
| Interest on lease liabilities | 13.4 |
| Cost of short-term leases | 3.9 |
| Cost of low-value leases | 2.1 |
| Total | 174.0 |
The lease liability consists of future lease payments attributable to leases that are recognised in the balance sheet through application of IFRS 16.
The impact of leases on cash flow for the year was SEK 149 million. Lease obligations fall due for payment as shown below:
| Future annual payment commitments | 19/20 |
|---|---|
| Within one year | 146.2 |
| Between 1–5 years | 307.8 |
| More than 5 years | 92.0 |
| Total | 545.9 |
The measurement of acquisition-related liabilities and divestment-related assets is carried out on a continuous basis at fair value and the liability is settled as required via profit or loss. If a change in value occurs prior to the preparation of the purchase price allocation and is not the result of events following the acquisition date, measurement is carried out via the balance sheet. As of August 31, 2020 there were no closing liabilities pertaining to acquisitions. Of the SEK 245 million in closing liabilities recognised in the preceding year, SEK 73 million was related to preliminary purchase price allocations.
The fair value is calculated as defined for Level 3 in IFRS 7, meaning according to inputs that are not based on observable market data. For further information regarding purchase price allocation, see Note 24 Acquisition of businesses. The calculation
of the contingent earn-out liability is based on the parameters of each acquisition agreement. These parameters are usually linked to the outcome of performance measures taken for up to three years from the date of acquisition.
For this financial year, no new earn-out liabilities were recognised (70). Of the earn-out liabilities of SEK 245 million recognised in the preceding year, SEK 209 million was settled in the current year. These are attributable to the earlier acquisitions of Inventio, Saldab, Norriq, JML, Core, IKT Gruppen, Purity and Itaito. In addition, new assessments were conducted of the liabilities to Core, Purity and Inventio, in which the liabilities for the earn-outs were written down by a total of SEK 20 million.
Divestment-related receivables pertain to contingent earn-outs for the divestment of IT-Hantverkarna i Sverige AB.
| Change in acquisition-related liabilities measured at fair value based on inputs that are not based on observable market data (Level 3) |
19/20 | 18/19 |
|---|---|---|
| Opening balance | 244.8 | 276.3 |
| Remeasurements recognised in profit or loss: | ||
| Unrealised revaluation of contingent earn-outs recognised under Items affecting comparability | -20.1 | -48.1 |
| Discount of contingent earn-out recognised under Financial expenses and other similar income statement items |
0.3 | 3.9 |
| Remeasurements recognised under other comprehensive income: | ||
| Unrealised exchange-rate differences recognised under Translation differences | -5.6 | 1.7 |
| Changes recognised via the balance sheet: | ||
| Payment of deposit related to contingent earn-out | -10.5 | – |
| Payments attributable to previous acquisitions* | -209.0 | -37.3 |
| Acquisitions | – | 70.4 |
| Reclassification | – | -22.1 |
| Closing balance | – | 244.8 |
| Change in divestment-related receivables measured at fair value based on inputs that are not based on observable market data (Level 3) |
19/20 | 18/19 |
|---|---|---|
| Opening balance | 1.6 | 6.6 |
| Changes recognised via the balance sheet: | ||
| Settlement of receivable for previously divested operations | -1.6 | -5.0 |
| Estimated purchase consideration, divestment of subsidiary, long and short term | – | – |
| Closing balance | – | 1.6 |
* The discrepancy in the preceding year on the line Acquisition of operations in the consolidated statement of cash flow consists of the settlement of acquisition-related liabilities attributable to liabilities for the acquisition of subsidiaries carried out before Dustin's acquisition of Vincere.
Note 15 Deferred tax
| Non current assets |
Appropri ations |
Financial instru ments Other |
Total deferred tax liabilities |
Non current assets Other |
Total deferred tax assets |
|||
|---|---|---|---|---|---|---|---|---|
| Opening balance, September 1, 2019 | 153.3 | 64.8 | -4.9 | – | 213.1 | 5.5 | – | 5.5 |
| Recognised in net profit for the year | -14.8 | 11.6 | – | 0.2 | -3.0 | -0.4 | 3.6 | 3.2 |
| Recognised in other comprehensive income |
-4.3 | – | -0.8 | – | -5.1 | -0.2 | – | -0.2 |
| Reclassified between current and deferred tax |
– | – | – | – | – | – | 1.3 | 1.3 |
| Closing balance, August 31, 2020 | 134.2 | 76.3 | -5.7 | 0.2 | 205.0 | 4.8 | 4.9 | 9.7 |
| Opening balance, September 1, 2018 | 131.0 | 56.6 | -1.1 | – | 186.5 | 2.1 | – | 2.1 |
| Recognised in net profit for the year | -0.5 | 8.2 | – | – | 7.8 | 1.2 | – | 1.2 |
| Recognised in statement of financial position |
21.8 | – | – | – | 21.8 | – | – | – |
| Recognised in other comprehensive income |
1.0 | – | -3.8 | – | -2.9 | 2.2 | – | 2.2 |
| Closing balance, August 31, 2019 | 153.3 | 64.8 | -4.9 | – | 213.1 | 5.5 | – | 5.5 |
There are no unrecognised deferred tax assets or tax liabilities in the Group at the end of accounting period or in the corresponding period of the previous year.
The provision for restructuring is primarily related to the ongoing developments in services and solutions. The restructuring measures were publicised in the third quarter of 2019/20 and are attributable to consolidation of offices and staff reductions.
Other provisions consist primarily of provisions for disputes concerning legal actions and synthetic options.
| Restructuring | Other | Total | |||||
|---|---|---|---|---|---|---|---|
| Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
Aug. 31, 2020 |
Aug. 31, 2019 |
||
| Opening balance, September 1, 2019 |
– | – | 22.4 | 15.1 | 22.4 | 15.1 | |
| Provisions during the period | 27.2 | – | 6.4 | 8.3 | 33.5 | 8.3 | |
| Utilised during the period | -7.8 | – | – | – | -7.8 | – | |
| Reversed during the period | – | – | -11.2 | -1.0 | -11.2 | -1.0 | |
| Exchange-rate differences | -0.3 | – | -0.3 | – | -0.6 | – | |
| Closing balance, August 31, | |||||||
| 2020 | 19.1 | – | 17.4 | 22.4 | 36.4 | 22.4 | |
| of which current | 14.1 | – | 17.4 | – | 31.5 | – | |
| of which non-current | 4.9 | – | – | 22.4 | 4.9 | 22.4 |
| Current assets | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| Interest-rate swaps | – | 0.9 |
| Currency futures | – | 0.5 |
| Total | – | 1.4 |
| Non-current assets | Aug. 31, 2020 | Aug. 31, 2019 |
| Interest-rate swaps | 0.2 | 0.6 |
| Currency futures | – | – |
| Total | 0.2 | 0.6 |
| Current liabilities | Aug. 31, 2020 | Aug. 31, 2019 |
| Interest-rate swaps | 0.2 | 0.7 |
| Currency futures | 1.5 | – |
| Total | 1.7 | 0.7 |
| Non-current liabilities | Aug. 31, 2020 | Aug. 31, 2019 |
| Interest-rate swaps | 25.5 | 24.1 |
| Currency futures | – | – |
| Total | 25.5 | 24.1 |
| Interest-rate | |||||||
|---|---|---|---|---|---|---|---|
| derivatives | Nominal amount | Interest at fixed exchange rate | Maturity swap | ||||
| Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | Aug. 31, 2020 | Aug. 31, 2019 | ||
| SWAP SEK | 140,000,000 | 0.315% | Jan. 31, 2020 | ||||
| SWAP EUR* | 12,500,000 | 12,500,000 | 0.405% | 0.405% | Feb. 26, 2026 | Feb. 26, 2026 | |
| SWAP EUR | 40,000,000 | 40,000,000 | -0.075% | -0.075% | Jul. 16, 2021 | Jul. 16, 2021 | |
| SWAP NOK** | 70,000,000 | 1.950% | Jan. 31, 2023 | ||||
| SWAP DKK** | 100,000,000 | 100,000,000 | 0.298% | 0.298% | Oct. 29, 2021 | Oct. 29, 2021 |
Derivative instruments measured at fair value consist of interest-rate derivatives and currency futures. Interest-rate derivatives are intended as hedges for variable interest on external bank loans. Currency futures pertain to hedging for USD purchases from China. The Group applies hedge accounting on derivatives and the fair value is measured as defined for Level 2 in IFRS 7. The measurement level remains unchanged compared with August 31, 2019. Changes
in fair value are recognised in other comprehensive income and accumulated in the hedge reserve in shareholders' equity and are reversed to profit or loss when the hedged items are recognised in profit or loss. No profit or loss was recorded in the income statement due to inefficient hedging during the financial year and all hedged items as of August 31, 2020 qualify for continued hedge accounting.
* Swaps with a floating leg consisting of an interest-rate floor of 0.00 per cent.
** Swaps with a floating leg consisting of an interest-rate ceiling of 1.75 per cent. *** Swaps with a floating leg consisting of an interest-rate floor of 0.00 per cent
and an interest-rate ceiling of a nominal DKK 40,000,000 of 0.50 per cent.
In total, the market value of outstanding futures was SEK 2 million (1) as per the balance-sheet date.
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Goods for resale | 482.9 | 465.7 |
| Total | 482.9 | 465.7 |
| Cost of goods sold | -10,817.1 | -10,174.6 |
The obsolescence reserve amounted to SEK 12 million (10) at the end of the year. The cost of inventory impairment totalled SEK 6 million (13) for the period.
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Prepaid expenses for suppliers | 51.2 | 54.1 |
| Accrued marketing subsidies | 22.5 | 23.8 |
| Accrued discounts from suppliers | 61.3 | 71.2 |
| Accrued lease income | 1.4 | 0.6 |
| Accrued income attributable to delivered but not invoiced | 18.6 | 25.5 |
| Other prepaid expenses and accrued income | 76.4 | 61.6 |
| Total | 231.3 | 236.8 |
Accrued marketing subsidies relate to payments that Dustin is waiting to receive from suppliers on the basis that Dustin has fulfilled an obligation to carry out marketing activities on behalf of a supplier. Accrued discounts from suppliers relate to payments from suppliers for which there is no obligation to the supplier.
Accrued lease income is attributable to the Norwegian business. Contract assets corresponds to Accrued income attributable to delivered but not invoiced.
| Maturity structure of accounts receivable outstanding | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| 0–30 | 1,193.1 | 1,381.2 |
| 31–90 | 48.8 | 70.0 |
| 91– | 19.2 | 13.0 |
| Impairment due to doubtful accounts receivable | -4.5 | -3.9 |
| Total | 1,256.6 | 1,460.4 |
| Changes in the provision for doubtful accounts receivable | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| Opening balance | 3.9 | 2.0 |
| Acquisition of operations | – | 0.1 |
| Provision for expected credit losses | 2.8 | 3.6 |
| Confirmed credit losses | -1.6 | -1.1 |
| Reversed credit losses | -0.6 | -0.6 |
| Exchange-rate differences | -0.1 | -0.3 |
| Closing balance | 4.5 | 3.9 |
Due to the short-term nature of accounts receivable, the effect of discounting is not deemed to be material and the carrying amount is considered to be consistent with the fair value. This is thus the maximum exposure. The Group's risk exposure in foreign currencies is deemed to be low.
The provision due to doubtful accounts receivable was SEK 5 million (4) and amounted to 0.4 per cent (0.3) in relation to accounts receivable. Dustin has historically low credit losses. The company continuously obtains credit information for all corporate customers and does not offer any credit itself to private customers.
| Aug. 31, 2020 | Items measured at fair value through profit or loss |
Financial assets and liabilities at amortised cost |
Derivatives used in hedge accounting |
Total carrying amount |
Fair value |
|---|---|---|---|---|---|
| Assets | |||||
| Derivative instruments (Level 2) | – | – | 0.2 | 0.2 | 0.2 |
| Accounts receivable and other | |||||
| receivables | – | 1,272.3 | – | 1,272.3 | 1,272.3 |
| Accrued income | – | 103.8 | – | 103.8 | 103.8 |
| Cash and cash equivalents | – | 730.1 | – | 730.1 | 730.1 |
| Total assets | – | 2,106.2 | 0.2 | 2,106.4 | 2,106.4 |
| Liabilities | |||||
| Liabilities to credit institutions | – | 2,159.0 | – | 2,159.0 | 2,159.0 |
| Derivative instruments (Level 2) | – | – | 27.2 | 27.2 | 27.2 |
| Accounts payable | – | 1,543.6 | – | 1,543.6 | 1,543.6 |
| Other current liabilities | – | 347.7 | – | 347.7 | 347.7 |
| Accrued expenses | – | 431.3 | – | 431.3 | 431.3 |
| Total liabilities | – | 4,481.5 | 27.2 | 4,508.7 | 4,508.7 |
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Cash and cash equivalents | 730.1 | 281.3 |
| Closing balance | 730.1 | 281.3 |
Cash and cash equivalents comprise bank balances. At the end of the financial year, the unutilised overdraft facility amounted to SEK 100 million (270), and EUR 5 million (5) in the Dutch subsidiaries. The Group has a global cash pool with Nordea (publ). The Parent Company is the main account holder for the Group account, which enables subsidiaries to utilise cash and cash equivalents deposited with the bank
in one or more currencies. The purpose of this is to enhance the efficiency of liquidity management with daily payments in different currencies and countries in operating activities. The Group account enables these transactions without needing the necessary funds to be allocated in each currency, on condition that equivalent funds are available in the Group account.
Note 22 Equity
There is only one class of share in the Dustin Group and, accordingly, all shares carry the same number of votes per share. As of August 31, 2020, the number of shares amounted to 88,647,339 (88,647,339). Operating profit at the balance-sheet date amounted to SEK 443 million (443).
This item pertains to equity that has been contributed by the owners. Other contributed capital on the balance-sheet date amounted to SEK 1,100 million (1,096). Subscription with the support of warrants represents an increase of SEK 4 million (4).
The translation reserve pertains to all exchangerate differences arising on the translation of foreign operations that have prepared their financial statements in a currency other than SEK.
The hedge reserve includes the effective portion of the fair value measurement of derivatives that were entered into to hedge the variable interest rate on external bank loans.
Retained earnings include net profit for the year and profit earned in the preceding year in the Parent Company and the Group's subsidiaries.
Dustin's financial strategy is based on a capital structure with a high degree of financial flexibility and provides scope for, among other factors, acquisitions. The company's net debt target is a 2.0–3.0 multiple of adjusted EBITDA for the past 12-month period. In addition to the Group's equity, there is external bank financing of approximately SEK 2 billion (2).
| Aug. 31, 2019 | Items measured at fair value through profit or loss |
Financial assets and liabilities at amortised cost |
Derivatives used in hedge accounting |
Total carrying amount |
Fair value |
|---|---|---|---|---|---|
| Assets | |||||
| Derivative instruments (Level 2) | – | – | 2.0 | 2.0 | 2.0 |
| Accounts receivable and other receivables |
– | 1,491.7 | – | 1,491.7 | 1,491.7 |
| Accrued income | – | 121.0 | – | 121.0 | 121.0 |
| Divestment-related receivables (Level 3) | 1.6 | – | – | 1.6 | 1.6 |
| Cash and cash equivalents | – | 281.3 | – | 281.3 | 281.3 |
| Total assets | 1.6 | 1,893.9 | 2.0 | 1,897.5 | 1,897.5 |
| Liabilities | |||||
| Liabilities to credit institutions | – | 2,006.1 | – | 2,006.1 | 2,006.1 |
| Derivative instruments (Level 2) | – | – | 24.8 | 24.8 | 24.8 |
| Accounts payable | – | 1,712.3 | – | 1,712.3 | 1,712.3 |
| Acquisition-related liabilities (Level 3) | 244.8 | – | – | 244.8 | 244.8 |
| Other current liabilities | – | 214.2 | – | 214.2 | 214.2 |
| Accrued expenses | – | 346.2 | – | 346.2 | 346.2 |
| Total liabilities | 244.8 | 4,278.8 | 24.8 | 4,548.4 | 4,548.4 |
The table below shows the maturity structure for Dustin's contractual financial liabilities. The figures are for non-discounted future cash flow and thus may differ from reported figures.
| Aug. 31, 2020 | Total borrowing |
Maturity within one year |
Maturity longer than one year but within two years |
Maturity longer than two years but within five years |
Maturity longer than five years |
|---|---|---|---|---|---|
| Liabilities to credit institutions including | |||||
| future interest payments | 2,230.7 | 22.2 | 22.2 | 2,186.2 | – |
| Accounts payable | 1,543.6 | 1,543.6 | – | – | – |
| Tax liabilities | 46.2 | 46.2 | – | – | – |
| Derivative instruments | 27.2 | 1.7 | 1.0 | 7.9 | 16.7 |
| Other current liabilities | 347.7 | 347.7 | – | – | – |
| Accrued expenses | 443.8 | 443.8 | – | – | – |
| Total | 4,639.2 | 2,405.2 | 23.2 | 2,194.0 | 16.7 |
| Aug. 31, 2019 | Total borrowing |
Maturity within one year |
Maturity longer than one year but within two years |
Maturity longer than two years but within five years |
Maturity longer than five years |
|---|---|---|---|---|---|
| Liabilities to credit institutions including | |||||
| future interest payments | 2,112.6 | 25.2 | 25.2 | 50.4 | 2,011.7 |
| Accounts payable | 1,712.3 | 1,712.3 | – | – | – |
| Tax liabilities | 10.2 | 10.2 | – | – | – |
| Derivative instruments | 24.8 | 0.7 | 0.5 | 4.9 | 18.7 |
| Other current liabilities | 214.2 | 214.2 | – | – | – |
| Acquisition-related liabilities | 244.8 | 244.8 | – | – | – |
| Accrued expenses | 360.0 | 360.0 | – | – | – |
| Total | 4,678.9 | 2,567.5 | 25.7 | 55.3 | 2,030.5 |
| Change in liabilities to credit institutions for the year | 19/20 | 18/19 |
|---|---|---|
| Opening balance | 2,006.1 | 1,997.4 |
| Change in financial cash flow | ||
| New loans raised | 390.1 | – |
| Paid borrowing expenses | -1.5 | -0.6 |
| Repayment of debt | -134.4 | -71.9 |
| Total change in financial cash flow | 254.2 | -72.5 |
| Other changes | ||
| New loans raised through acquisitions during the year | – | 59.1 |
| Amortisation/impairment capitalised liabilities start-up costs | 2.1 | 1.7 |
| Exchange-rate differences, NOK, DKK and EUR | -103.5 | 20.4 |
| Total other changes | -101.3 | 81.2 |
| Closing balance | 2,159.0 | 2,006.1 |
New credit facilities have been utilised, corresponding to SEK 256 million and consisting of new loans of SEK 390 million in combination with SEK 134 million in repayments pertaining to changes in currency in the loan portfolio. The bank agreement matures in September 2023. The loan is free from regular repayment during its term, and the interest terms for utilised bank loans are described in the table below.
The fair value of external loans is deemed to correspond to the carrying amount. The interest rate on the bank loans is variable, and is hedged in part using derivatives. Both finance and liquidity risks are not considered to have changed significantly since entering into the loans.
| Group and Parent Company, Aug 31, 2020 |
Liabilities to credit institutions |
Interest terms | Loan terms* |
|---|---|---|---|
| Bank loan SEK | 93.5 | Stibor + interest margin 0.65–1.45% | 3 + 1 + 1 years |
| Bank loan EUR | 115.8 | Euribor + interest margin 0.65–1.45% | 3 + 1 + 1 years |
| Bank loan NOK | 297.0 | Nibor + interest margin 0.65–1.45% | 3 + 1 + 1 years |
| Bank loan DKK | 425.0 | Cibor + interest margin 0.65–1.45% | 3 + 1 + 1 years |
* New bank loans came into effect in July 2018 with an interest period of 3+1+1.
The current financing for the Group is based on external bank loans, which are subject to covenants that are reported to the banks each quarter. All conditions were fulfilled as per August 31, 2020.
Three acquisitions were completed during the previous financial year. The total purchase consideration including estimated contingent earnouts amounted to SEK 672 million, of which the total net cash outflow was SEK 536 million. In 2019/20, the final purchase price allocations were confirmed for acquisitions in 2018/19 as specified below:
| Fair value of acquired assets and liabilities | Norisk B.V. | Inventio.IT AS | Chilit Oy | Total |
|---|---|---|---|---|
| Intangible assets (excl. goodwill) | 13.1 | 63.7 | 31.1 | 107.9 |
| Tangible assets | 2.2 | 6.5 | 1.7 | 10.4 |
| Inventories | 1.4 | – | 4.2 | 5.6 |
| Other current assets | 7.3 | 22.1 | 38.6 | 68.1 |
| Cash and cash equivalents | 2.2 | 23.5 | 39.7 | 65.4 |
| Liabilities to credit institutions | – | – | 59.1 | 59.1 |
| Other current liabilities | 10.9 | 61.4 | 41.6 | 113.8 |
| Total identified assets and liabilities | 15.3 | 54.4 | 14.7 | 84.4 |
| Consolidated goodwill | 42.3 | 289.4 | 255.8 | 587.5 |
| Purchase consideration including estimated contingent | ||||
| earn-out | 57.6 | 343.8 | 270.5 | 671.9 |
| 19/20 | 18/19 | |
|---|---|---|
| Accrued personnel costs | 252.5 | 198.2 |
| Accrued expenses for suppliers | 145.2 | 100.9 |
| Accrued discounts to customers | 3.9 | 3.4 |
| Deferred marketing subsidies | 7.8 | 5.7 |
| Advance invoicing | 4.8 | 30.5 |
| Other accrued expenses and deferred income | 29.7 | 21.3 |
| Total | 443.8 | 360.0 |
| Adjustment for non-cash items | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| Depreciation of tangible assets* | 197.7 | 41.5 |
| Amortisation of intangible assets | 99.1 | 74.1 |
| Unrealised revaluation of contingent earn-outs recognised under Items affecting comparability |
-20.1 | -48.1 |
| Changes in provisions | 14.1 | 7.3 |
| Capital gain/loss | -0.4 | -1.4 |
| Exchange-rate differences | -0.1 | -0.4 |
| Other items | 12.5 | -6.0 |
| Total | 302.8 | 66.9 |
* Increase attributable to adoption of IFRS 16. Comprises depreciation of SEK 155 million.
Note 27 Pledged assets and contingent liabilities
| For loans and bank overdrafts | Aug. 31, 2020 | Aug. 31, 2019 |
|---|---|---|
| Floating mortgages | 90.8 | 93.3 |
| Total | 90.8 | 93.3 |
The decrease in floating mortgages is related to mortgages in companies merged during the year. Dustin has not pledged any assets for its obligations under the current loan agreement.
Transactions with related suppliers and customers Dustin has transactions with suppliers and customers that have been defined as related parties. These transactions are normal business transactions and the amounts have not been deemed to be material to the Group and thus are not presented.
All Group companies referred to in Note P7 are considered related. Transactions between Group companies are eliminated on consolidation. With respect to salaries and remuneration of Board members and senior executives, refer to Note 7 Number of employees, employee benefits expense and remuneration of senior executives.
Corporate responsibility ambitions move
will be entirely climate-neutral by 2030.
The Danish company Exato A/S was acquired in September. The company specialises in standardised services, including IT security, where more than half of the revenue derives from subscription services, primarily small and medium-sized businesses. The acquisition contributes to Dustin's strategy of increasing sales of services and complements Dustin's offering in Denmark. The company reported sales of approximately DKK 30 million during the latest financial year and has approximately 20 employees.
Note 30 Proposed appropriation of the Company's profit
The Board of Directors proposes that available earnings totalling SEK 1,053,124,100 be distributed at SEK 2.20 per share as an ordinary dividend. The proposal states that this amount be appropriated as follows:
| SEK | |
|---|---|
| Dividends | 195,024,416 |
|---|---|
| To be carried forward | 858,099,954 |
| Total | 1,053,124,100 |
In its proposed appropriation of earnings, the Group has taken into consideration the company's operations, need for consolidation, liquidity and financial position in general. The Board of Director's complete statement regarding the proposed dividend is available on our website, www.dustingroup.com.
| 19/20 | 18/19 | |
|---|---|---|
| Income | 100% | 100% |
| Expenses | 0% | 0% |
| Number of FTEs and gender distribution | 19/20 | 18/19 | |||||
|---|---|---|---|---|---|---|---|
| Distribution of Board members and senior executives at the balance-sheet date |
Women | Men | Total | Women | Men | Total | |
| Board members | 3 | 4 | 7 | 3 | 4 | 7 | |
| Total | 3 | 4 | 7 | 3 | 4 | 7 |
The Parent Company has no employees. Information about the remuneration of the company's Board of Directors is provided in Group Note 7, Number of employees, personnel costs and remuneration of senior executives on page 84.
Costs for the Parent Company audit are paid by the subsidiary Dustin Aktiebolag. For further information, see Note 6, Auditor's remuneration.
| Interest income and similar income-statement items | 19/20 | 18/19 |
|---|---|---|
| Interest income | 44.1 | 0.9 |
| Dividends | 106.1 | 46.8 |
| Exchange-rate differences on liabilities to credit institutions | 101.0 | – |
| Total | 251.2 | 47.7 |
| Interest expenses and similar income-statement items | 19/20 | 18/19 |
|---|---|---|
| Borrowing costs on external financing | 37.2 | 37.7 |
| Exchange-rate differences on liabilities to credit institutions | – | 21.2 |
| Other financial expenses | 0.0 | 0.6 |
| Total | 37.2 | 59.5 |
| 19/20 | 18/19 | |
|---|---|---|
| Group contributions received | 149.0 | 258.7 |
| Change in tax allocation reserve | -62.0 | -45.2 |
| Total | 87.0 | 213.5 |
| Tax expense | 19/20 | 18/19 |
|---|---|---|
| The following components are included in the tax expense in the income statement: | ||
| Current tax | -40.5 | -29.7 |
| Adjustments of current tax attributable to prior periods | 0.0 | -0.1 |
| Recognised effective tax | -40.6 | -29.8 |
| Recognised effective tax rate | 13.8% | 15.3% |
| Recognised profit before tax | 294.6 | 195.4 |
| Reconciliation of effective tax rate | ||
| Tax according to current tax rate | -63.0 | -43.0 |
| Tax effect of: | ||
| Non-deductible expenses | 0.0 | -0.3 |
| Non-taxable income | 22.7 | 13.4 |
| Adjustment of tax for previous years and others | -0.2 | 0.0 |
| Recognised effective tax | -40.6 | -29.8 |
| Current tax | 19/20 | 18/19 |
| Current tax liabilities | 19.1 | – |
| Current tax assets | – | 32.8 |
| Total | 19.1 | 32.8 |
The Parent Company has no recognised or unrecognised deferred tax assets or liabilities. Note P7 Participations in Group companies
| Carrying amount | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company name |
Corp. Reg. No. | Domicile | Number of shares |
Partici pation |
Equity | Net profit for the year |
Aug. 31, 2020 |
Aug. 31, 2019 |
| Dustin AB | 556237-8785 | Stockholm 25,000,000 | 100% | 492.0 | 267.3 | 1,211.6 | 1,211.6 | |
| Total | 1,211.6 | 1,211.6 |
The following companies are included in the Group in addition to the Parent Company's direct holdings:
| Aug. 31, 2020 | Aug. 31, 2019 | ||
|---|---|---|---|
| Participating | Participating | ||
| Company name | Corp. Reg. No. | interest | interest |
| ComPromise Domino B.V. | 04062532 | 100% | 100% |
| Core Services AS * | 995962292 | – | 100% |
| Chilit Group Oy | 2768847-4 | 100% | 100% |
| Chilit Oy | 2768846-6 | 100% | 100% |
| Dustin A/S | 26092183 | 100% | 100% |
| Dustin Finland Oy | 0935141-3 | 100% | 100% |
| Dustin Netherlands B.V. | 06088974 | 100% | 100% |
| Dustin Norway AS | 939483969 | 100% | 100% |
| Dustin Supply Chain Netherlands B.V. | 73864994 | 100% | 100% |
| Dustin Sverige AB | 556666-1012 | 100% | 100% |
| Issys ICT B.V. | 37104253 | 100% | 100% |
| Inventio IT A/S | 26112001 | 100% | 100% |
| ITaito Oy | 2201996-8 | 100% | 100% |
| JML-System AB | 556643-2802 | 100% | 100% |
| NORISK Beheer B.V. | 04039918 | 100% | 100% |
| NORISK IT Groep B.V. | 04073648 | 100% | 100% |
| NORISK Facilitair B.V. | 56499248 | 100% | 100% |
| NORISK Visionair B.B | 58806687 | 100% | 40% |
| Purity IT AS ** | 915291783 | – | 100% |
| Saldab IT AB *** | 556645-4210 | – | 100% |
| Sincerus B.V. | 51450976 | 100% | 100% |
| Sincerus Consultancy B.V. | 08142104 | 100% | 100% |
| Switch IT Solutions B.V. | 06070240 | 100% | 100% |
| TopCrowd B.V. | 08142105 | 100% | 100% |
| Unilogic B.V. | 14053559 | 100% | 100% |
| Unilogic Networks 2 B.V. | 68329210 | 100% | 100% |
| Vincere Group B.V. | 06070239 | 100% | 100% |
| Vincere Netherlands B.V. | 71903968 | 100% | 100% |
| Xcellent Automatisering B.V. | 32119865 | 100% | 100% |
* During the financial year, Core Services AS merged with Dustin Norway AS
** During the financial year, Purity IT AS merged with Dustin Norway AS
*** During the financial year, Saldab IT AB merged with Dustin Sverige AB
Note P8 Prepaid expenses and accrued income
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Pre-paid interest-rate swaps | 0.6 | 0.9 |
| Other prepaid expenses and accrued income | 1.3 | 1.3 |
| Total | 1.9 | 2.2 |
During the previous financial year, an interest-rate swap was repaid early to ensure a wider maturity spread. The cost of the swap is recognised on an accrual basis over the remaining period from the exercise date.
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Cash and cash equivalents | 616.2 | 201.2 |
| Closing balance | 616.2 | 201.2 |
The Parent Company is the main account holder for the Group account with Nordea (publ). For more information about the cash pool and overdraft facility, see Group Note 21, Cash and cash equivalents.
Share capital
See Group Note 22 for information about the Parent Company's share capital.
Retained earnings include net profit for the year and profit earned in the preceding year.
During the financial year, a total dividend of SEK 266 million was distributed in line with the resolution by the Annual General Meeting on December 11, 2019. For the current financial year, the proposed dividend is SEK 195 million (266).
During the year, other contributed capital increased by SEK 4 million (653), attributable to subscription with the support of warrants.
Not P11 Untaxed reserves
Not P13 Accrued expenses and deferred income
| Aug. 31, 2020 | Aug. 31, 2019 | |
|---|---|---|
| Tax allocation reserve | 244.8 | 182.8 |
| Total | 244.8 | 182.8 |
| 19/20 | 18/19 | |
|---|---|---|
| Accrued financial expenses | 5.0 | 5.4 |
| Other accrued expenses | 0.4 | 2.9 |
| Total | 5.4 | 8.3 |
The Group's external financing is with the Parent Company. Total external loans amount to SEK 2,159 million (2,006). For more information about loans, refer to Group Note 23.
The table below shows the maturity structure for the Parent Company's contractual financial liabilities. The figures are for non-discounted future cash flow and thus may differ from reported figures.
| Aug. 31, 2020 | Total borrowing |
Maturity within one year |
Maturity longer than one year but within two years |
Maturity longer than two years but within five years |
Maturity longer than five years |
|---|---|---|---|---|---|
| Liabilities to credit institutions including | |||||
| future interest payments | 2,230.7 | 22.2 | 22.2 | 2,186.2 | – |
| Accounts payable | 0.1 | 0.1 | – | – | – |
| Tax liabilities | 19.1 | 19.1 | – | – | – |
| Other current liabilities | 0.3 | 0.3 | – | – | – |
| Accrued expenses | 5.4 | 5.4 | – | – | – |
| Total | 2,255.6 | 47.1 | 22.2 | 2,186.2 | 0.0 |
| Aug. 31, 2019 | Total borrowing |
Maturity within one year |
Maturity longer than one year but within two years |
Maturity longer than two years but within five years |
Maturity longer than five years |
|---|---|---|---|---|---|
| Liabilities to credit institutions including | |||||
| future interest payments | 2,112.6 | 25.2 | 25.2 | 50.4 | 2,011.7 |
| Accounts payable | 0.0 | 0.0 | – | – | – |
| Tax liabilities | – | – | – | – | – |
| Other current liabilities | 0.3 | 0.3 | – | – | – |
| Accrued expenses | 8.3 | 8.3 | – | – | – |
| Total | 2,121.3 | 33.9 | 25.2 | 50.4 | 2,011.7 |
| Adjustment for non-cash items | 19/20 | 18/19 |
|---|---|---|
| Group contributions outstanding | 149.0 | 258.7 |
| Total | 149.0 | 258.7 |
For information about direct and indirect shareholdings in subsidiaries, refer to Parent Company Note P7.
| Transactions with subsidiaries | 19/20 | 18/19 |
|---|---|---|
| Purchases | – | – |
| Sales | 0.4 | 0.4 |
| Receivables as of August 31 | 2,095.5 | 2,254.3 |
| Liabilities as of August 31 | – | – |
Dustin's Annual and Corporate Responsibility Report provides a summary of the financial results and the corporate responsibility efforts we have carried out during the 2019/20 financial year. This is the third time we are presenting financial information and sustainability information in a joint report. Dustin has used the Global Reporting Initiative's (GRI) guidelines in its reporting since 2014/15. For 2019/20, Dustin is following the GRI standards and reporting at "Core" level. This means Dustin has identified the aspects that are material for the company and has reported at least one indicator per topic.
This report encompasses the Group's corporate responsibility efforts during the financial year from September 1, 2019 to August 31, 2020. Dustin presents corporate responsibility data every year, and the report for the preceding year was published on November 14, 2019.
If you have any questions, please contact Henrik Lampa, Head of Corporate Responsibility, e-mail: [email protected]
We conduct a materiality assessment at least once every three years. In the event of significant changes to the company's strategy or operational activities, such as geographic expansion or the launch of new product categories, more frequent materiality assessments may be required. Our materiality assessment was updated in the autumn of 2019/20.
Our stakeholders comprise customers, employees, owners, manufacturers, distributors and non-state organisations. The aim of stakeholder dialogue is to continually gather our stakeholders' views on the corporate responsibility topics that they consider material.
The areas of corporate responsibility are considered material for the entire organisation, as well as our external stakeholder groups.
Over the year, based on the results of the materiality assessment, we have worked out a long-term corporate responsibility strategy with commitments until 2030 that were decided on by the Board.
By 2030, we will be completely climate neutral throughout the entire value chain, we will have a 100 per cent circular offering and we will have taken 100 actions in total to further improve our work with social equality throughout the entire value chain.
Essential for Dustin from an economic, environmental or social perspective
Materiality assessment
Materiality assessment
Dialogue with our stakeholders is conducted on an ongoing basis. Below is a presentation of the stakeholders we have identified as most significant for our corporate responsibility efforts, the dialogue channels and important issues during the year.
| Stakeholders | Dialogue channels | Key issues during the year |
|---|---|---|
| Customer | • Customer contact and customer meetings • Concept store • Customer magazine and IT trade fair (Dustin Expo) • Information on website, customer service and social media • Customer surveys and brand tracker |
• Responsible use of resources • Responsible manufacturing, Dustin Supplier Code of Conduct • Conflict minerals • Systematic work • Business ethics and anti-corruption • Ecolabelling • Climate |
| Shareholders | • Individual investor meetings • Webcasts/telephone conferences for interim reports • Presentations for investor lunches, seminars and other meetings • Board of Directors and General Meeting |
• Responsible use of resources • Social equality, diversity • Long-term corporate responsibility targets • Business ethics and anti-corruption • Climate |
| Employees | • Daily meetings and interaction • All-staff meetings (All Dustin) • Training, classroom and e-courses • Annual employee surveys • Annual appraisals |
• Long-term corporate responsibility efforts • Climate • Dustin's Code of Conduct |
| Suppliers | • Separate meetings in purchasing process • Supplier assessments under framework of Dustin's Code of Conduct • Seminars and panel discussions • Factory audits |
• Climate • Responsible use of resources • Responsible production |
| Voluntary organisations and partners |
• Individual meetings • Conferences, training courses and panel discussions |
• Climate • Responsible use of resources • Transparency • Corporate responsibility targets |
A more detailed presentation is given below of age distribution among new employees and employees leaving the company as well as the distribution between countries, in addition to the employee data reported on page 64–66. Dustin has few part-time employees and the age distribution at Dustin is comparable with the age distribution at mediumsized companies in the IT industry.
At the end of the 2019/20 financial year, the gender balance at Dustin was 30/70 per cent (31/69). If we include employees at our acquired but not integrated companies, we see a more uneven gender balance of 25/75 per cent (23/77), since the acquired companies have a significant percentage of men. If we compare the gender balance between countries, then Sweden is at the forefront with a gender balance of 34/66 per cent while Denmark is lagging behind with a gender balance of 17/83 per cent.
| Dustin excluding not integrated companies | Aged <29 | Aged 30–49 | Aged >50 |
|---|---|---|---|
| New employees (number) | 51 (122) | 77 (154) | 14 (30) |
| New employees (%) | 36 (40) | 54 (50) | 10 (10) |
| Employees leaving (number) | 63 (74) | 122 (100) | 27 (18) |
| Employees leaving (%) | 30 (39) | 57 (52) | 13 (9) |
| Employees, | |||||
|---|---|---|---|---|---|
| Dustin excluding not integrated companies | Total | Sweden | Norway | Denmark | Finland |
| New employees (number) | 142 (306) | 91 (217) | 19 (26) | 16 (31) | 8 (32) |
| New employees (%) | 64 (71) | 13 (9) | 11 (10) | 6 (10) | |
| Employees leaving (number) | 212 (193) | 154 (142) | 29 (10) | 20 (20) | 7 (21) |
| Employees leaving (%) | 73 (74) | 14 (5) | 9 (10) | 3 (11) |
| Gender balance, Dustin excluding not integrated companies |
Total | Sweden | Norway | Denmark | Finland |
|---|---|---|---|---|---|
| Gender balance at Dustin | 30/70 (31/69) | 34/66 (35/65) | 21/79 (24/76) | 17/83 (17/83) | 33/67 (30/70) |
| Gender balance including acquisitions | 25/75 (23/77) | ||||
| Gender balance at the managerial level | 38/62 (38/62) | 42/58 (42/62) | 39/61 (35/65) | 12/88 (18/82) | 25/75 (46/64) |
| Gender balance at managerial level incl. acquisitions | 30/70 (31/69) |
| Age distribution Group Management and Board of Directors | Aged <29 | Aged 30–49 | Aged >50 |
|---|---|---|---|
| Total | 0 (0) | 45 (38) | 55 (62) |
| Group Management | 0 (0) | 73 (67) | 27 (33) |
| Board of Directors | 0 (0) | 0 (0) | 100 (100) |
The collective bargaining agreement for employees in Finland is generally binding. Since the spring of 2017, the majority of employees in Sweden are also covered by collective bargaining agreements. No employees in Denmark and Norway are covered by collective bargaining agreements.
Environmental data, energy and emissions are collected through the Group's environmental reporting process. The consolidation principles used for environmental data include all companies within the Group. Acquired operations report environmental data 12 months after the date of acquisition. The data from acquired operations is reported separately until they have been fully integrated into Dustin, under the heading "acquired but not integrated companies". If an operation has been fully integrated into Dustin for less than half the financial year, it is counted as acquired but not integrated for that financial year. Dustin pertains to all operations in the Group, regardless of whether or not they have been integrated. Dustin "excluding not integrated companies" pertains to all operations that have been integrated but excludes "acquired but not integrated operations". All data have been collected in accordance with Dustin's financial year. The collection of data related to emissions and energy uses the reporting period August 1 to July 31, to ensure the quality of reported data.
Climate data produced by companies are often associated with uncertainty. This is because of scientific uncertainty about measurement methods but also uncertainty about the data used in the measurement methods. The total amount of greenhouse gas emissions is reported in kg CO2 equivalents (CO2e), and primarily includes CO2 greenhouse gases. Biogenic emissions are insignificant and have not been reported. The reporting is performed in accordance with the Greenhouse Gas (GHG) Protocol, and includes Scope 1, Scope 2 and Scope 3 emissions. We chose the "operational control" approach for consolidating greenhouse gas emissions. This means that we include units based on whether we can introduce policies and operating measures. For this reason, the following emission sources are used:
• Direct emissions from vehicles owned by Dustin
• Electricity use, heating and cooling of Dustin's offices in Sweden, Norway, Denmark, Finland and the Netherlands with more than 15 employees. The Dustin Concept Store, Dustin's central warehouses and smaller warehouses in Finland are also included.
Specific emission factors have been used to calculate all Scope 1, Scope 2 and Scope 3 emissions, in accordance with the "market-based" method. Calculating Scope 2 emissions in accordance with the "location-based" method uses Nordic residual mix for 2019, which amounts to 338.52 g CO2/kWh. As a comparison, the Nordic residual mix for 2018 amounted to 250.76 g CO2/kWh. CO2 savings through re-use in connection with end-of-life returns have been calculated using the same method for all end-of-life returns partners. The method is based on a useful life model from the Berlin Institute of Technology (Energie- und CO2 -Bilanz von PCs – Relevanz für ReUse-Strategien, 2005) and the EuP preparatory study TREND/D1/40-2005, Lot 3.
Since the method was developed, the values for energy savings have been updated for mobile phones with data. Savings in end-of-life returns for products in relation to the purchase of these products as new totalled: 13 kg CO2 per mobile phone and tablet, 20 kg CO2 per monitor, 34 kg CO2 per laptop and 54 kg CO2 per desktop computer.
The total quantity of energy used is reported in kilowatt hours and includes electricity use, heating and cooling. The boundary is in accordance with the calculations of Scope 2 emissions.
The office properties in Sweden, Norway, Denmark, Finland the Netherlands are used only partly by Dustin, and their heat consumption is allocated based on space. The same applies to the consolidation warehouse in Norway as well as the Dustin Concept Store.
The calculations of kilowatt-hours also encompass electricity use and cooling of data centres.
The total reported quantity of waste encompasses Dustin's waste from its head office and central warehouse. Other properties or warehouse space are not included. Starting with the 2017/18 financial year, the "Waste" table the "Waste for energy recovery" also includes the 287,093 kg of waste designated as "Other processing method" in the 2016/17 report.
The total reported quantity of hazardous waste only encompasses hazardous waste from the central warehouse and electronics waste that we as a producer are responsible for accepting. Dustin does not currently have an established procedure for measuring the quantity of waste from our other properties that is sent for recycling.
During these years, most of the hazardous waste generated by Dustin was linked to the collected electronic waste we are responsible for handling as producer. In 2017/18, the collection system did not provide companies with data pertaining to recycling method, which was amended in 2018/19. 2018/19 thus also includes waste generated at Dustin associated with the collected electronic waste in addition to the volume of hazardous waste we generated ourselves at our central warehouse and offices.
The quantity of end-of-life returns includes the categories of desktop computers, laptops, tablets, mobile phones, monitors, servers, networking equipment and printers. Categories not included are computer mice, keyboards, cables, laptop docking stations, external hard drives, removable hard drives, CDs and removable computer components. Carbon savings are only calculated on the four product categories that have key service life metrics in relation to Carbon savings in connection with reuse. In 2018/19, the scope for calculating carbon savings expanded from previously coming only from one of the end-oflife returns partners, who collects approximately 27 per cent of the total number of products to covering end-of-life returns from the other end-of-life returns partner as well. This means that carbon savings due to
re-use of end-of-life products has been adjusted from 33,035 kg CO2e to 112,899 for 2014/15, from 122,891 kg CO2e to 217,025 for 2015/16, from 129,688 kg CO2e to 368,815 for 2016/17 and from 172,018 CO2e to 894,151 for 2017/18.
Employee data is collected in a separate HR system. The consolidation principles for employee data include all majority-owned companies within the Group. Individuals on parental leave or on long-term sick leave are not included. Consultants are not included in the employee data figures.
There is one exception in the table for gender balance at Dustin (page 101), which also includes employee data for acquired but not integrated companies. In Vincere, employees on parental leave and long-term sick leave are included.
Certain GRI indicators concerning our employees have not been broken out by age group and country, when the difference between the ages was not considered important.
In 2019/20, no key information has changed compared with the information in the preceding Corporate Responsibility Report.
Historical integration of acquired companies: 2016/17—IKT Group integrated 2017/18—Commsec integrated 2018/19—Idenet and Norriq integrated 2019/20—Salda, Purity and Core Services integrated
In 2019/20, the following operations were recognised under the heading "Acquired but not integrated operations": JML Systems (including DAV Partner), Vincere (including Norisk), ITaito, Chilit and Inventio. The decision in 2018/19 to include all acquisitions in the environmental report for energy and emissions within 12 months of the acquisition date has entailed an increase in the number of data centres and properties included in the report.
The precautionary principle is one of the fundamental principles for sound accounting standards applied by Dustin. The precautionary principle is currently being applied to corporate responsibility as needed, for issues such as estimated emissions from leasing vehicles. The principle is defined in the company's Code of Conduct.
Dustin is subject to the requirements for statutory corporate responsibility reporting in accordance with the Annual Accounts Act.
The Act encompasses reporting requirements including the environment, social responsibility, personnel, human rights and anti-corruption.
The statutory Corporate Responsibility Report is available in the Annual and Corporate Responsibility Report under the following headings:
The corporate responsibility information in the Annual and Corporate Responsibility Report for 2019/20 has been reviewed by Dustin's auditors, Ernst & Young. In addition, it has been approved by Dustin's Board of Directors.
The consolidated income statement and balance sheet will be put before the Annual General Meeting on December 14, 2020 for adoption. The Annual Report and the consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and present a true and fair view of the Group's financial position and earnings. The Annual Report was prepared in accordance with generally accepted accounting principles and presents a true and fair view of the Parent Company's financial position and earnings. The Directors' Report for the Group and the Parent Company presents a fair review of the Group's and the Parent Company's operations, financial position and earnings and describes the material risks and uncertainties facing the Parent Company and the companies included in the Group. The statutory Corporate Responsibility Report for Dustin Group AB (publ), the content of which is presented in the Directors' Report, was approved for publication by the Board of Directors.
Mia Brunell Livfors Chair of the Board
Caroline Berg Gunnel Duveblad Johan Fant
Tomas Franzén Mattias Miksche Morten Strand
Thomas Ekman CEO
Stockholm, November 17, 2020
Our Auditor's Report was submitted on November 17, 2020 Ernst & Young AB
Jennifer Rock-Baley Authorised Public Accountant
To the general meeting of the shareholders of Dustin Group AB, corporate identity number 556703-3062.
We have audited the annual accounts and consolidated accounts of Dustin Group AB (publ) except for the corporate governance statement on pages 64-67, 69-71 and 73 for the year 2019-09-01 – 2020-08-31. The annual accounts and consolidated accounts of the company are included on pages 39-103 in this document.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of August 31, 2020 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of August 31, 2020 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. Our opinions do not cover the corporate governance statement on pages 64-67, 69-71 and 73. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group. Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. For each matter below, our description of how our audit addressed the matter is provided in that context.
Goodwill and other intangible assets with an indefinite life represents a significant portion of Dustin Group AB's total assets, totaling SEK 3,851 million as of August 31, 2020 That equals 50% of the group's total assets and 157% of the group's Equity. Goodwill and intangible assets with indefinite life are recorded at historical acquisition value and are annually tested for impairment. An impairment is recorded if the recoverable value of an asset is lower than its carrying value.
The recoverable value of the assets was based on the Company's value in use from future potential and ability to generate cash flows. The Company's assessment of the recoverable value was therefore per August 31, 2020 based on the Company's forecast of future cash flows. The assessment also considers the discount rate to be used and the annual growth rate after the initial five-year period.
As the value of goodwill and other intangible assets with indefinite life in proportion to the total assets are substantial this is a focus area for our audit. In combination with uncertainty normally present with estimating recoverable values we have assessed valuation of goodwill and other intangible assets with indefinite life as a key audit matter.
Our audit procedures included assessing the Company's process for preparing the impairment test. We evaluated the forecast of future cash flow which the Company base their impairment test on. The forecast was evaluated for reasonability in comparison to our knowledge of the Company's business and historical information as well as the Company's past accuracy in developing forecasts. We have in our audit included our internal valuation specialists for the evaluation of the interest rate and valuation model used. The reasonability of the used rates and long term growth for the individual cash generating units was compared to similar companies. We have evaluated the company's identification of cash generating units and the allocation of Goodwill that has been allocated to these units during the year. Refer to note 1 for accounting principles related to valuation of goodwill and intangible assets with an indefinite life and to note 2 and 13 for the company's description of assumptions used for preparing the impairment test. We have assessed if the disclosed information is suited for the purpose.
This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-38 and 108-112. The Board of Directors and the Managing Director are responsible for this other information.
Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.
If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these
matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the annual accounts and 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 opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden 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 annual accounts and consolidated accounts.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company's and the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation.
We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.
We must also provide the Board of Directors 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 Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in the auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Dusting Group AB (publ) for the period 2019-09-01 – 2020-08-31 and the proposed appropriations of the company's profit.
We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.
We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.
The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the
company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:
Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional scepticism throughout the audit. The examination of the administration and the proposed appropriations of the company's profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations
would have particular importance for the company's situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss we examined the Board of Directors' reasoned statement and a selection of supporting evidence in order to be able to assess whether the proposal is in accordance with the Companies Act.
The Board of Directors is responsible for that the corporate governance statement on pages 64-67, 69-71 and 73 has been prepared in accordance with the Annual Accounts Act.
Our examination of the corporate governance statement is conducted in accordance with FAR´s auditing standard RevU 16 The auditor´s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.
A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
The Board of Directors is responsible for the statutory sustainability report that has been defined on page 103, and that it is prepared in accordance with the Annual Accounts Act.
Our examination has been conducted in accordance with FAR's auditing standard RevR 12 The auditor´s opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.
A statutory sustainability report has been prepared.
Ernst & Young AB, Box 7850, 103 99 Stockholm with Jennifer Rock-Baley as auditor-in-charge, was appointed auditor of Dustin Group AB by the general meeting of the shareholders on December 13, 2019 and has been the company's auditor since February 13, 2015 (Ernst & Young AB has been appointed auditors since October 2, 2006). Dustin Group AB (publ) has been a company of public interest since February 13, 2015.
Stockholm, November 17, 2020 Ernst & Young AB
Jennifer Rock-Baley Authorized Public Accountant
We have been engaged by the Board of Directors of Dustin Group AB to undertake a limited assurance engagement of Dustin Group AB's Sustainability Report for the year 1 September 2019 – 31 August 2020. The company has defined the scope of the Sustainability Report to the areas referred to in the GRI Index on page 109.
The Board of Directors and the Executive Management are responsible for the preparation of the Sustainability Report in accordance with the applicable criteria, as explained on the pages 102-103, and are the parts of the Sustainability Reporting Guidelines published by GRI (Global Reporting Initiative) that are applicable to the Sustainability Report, as well as the accounting and calculation principles that the Company has developed. This responsibility also includes the internal control relevant to the preparation of a Sustainability Report that is free from material misstatements, whether due to fraud or error.
Our responsibility is to express a conclusion on the Sustainability Report based on the limited assurance procedures we have performed.
We conducted our limited assurance engagement in accordance with ISAE 3000 Assurance engagements other than audits or reviews of historical financial information. A limited assurance engagement consists of making inquiries, primarily of persons responsible for the preparation of the Sustainability
Report, and applying analytical and other limited assurance procedures. The procedures performed in a limited assurance engagement vary in nature from, and are less in scope than for, a reasonable assurance engagement conducted in accordance with IAASB's Standards on Auditing and other generally accepted auditing standards.
The firm applies ISQC 1 (International Standard on Quality Control) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We are independent of Dustin Group AB in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
The procedures performed, consequently, do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express a reasonable assurance conclusion.
Our procedures are based on the criteria defined by the Board of Directors and the Executive Management as described above. We consider these criteria suitable for the preparation of the Sustainability Report. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion below.
Based on the limited assurance procedures we have performed, nothing has come to our attention that causes us to believe that the Sustainability Report is not prepared, in all material respects, in accordance with the criteria defined by the Board of Directors and Executive Management.
Stockholm, November 17, 2020 Ernst & Young AB
Jennifer Rock-Baley Authorized Public Accountant
Our 2019/20 Annual General Meeting (AGM) will be held on Monday, December 14, 2020. In light of the continued uncertainty surrounding the corona pandemic, the annual general meeting — in contrast to what was previously announced—will be held in accordance with the postal voting procedure, which means that no shareholders will attend the meeting either in person or via proxy. Instead, shareholders will participate in the annual general meeting by voting and submitting questions in advance in accordance with the instructions below.
Owing to the continued uncertainty surrounding the corona pandemic, and to continue to ensure the health and safety of our shareholders, our employees and other stakeholders, the Board of Directors of Dustin has decided on an extraordinary meeting procedure under Chapter 22 of the Act on temporary exceptions to facilitate the execution of general meetings in companies and other associations (SFS 2020:198).
The following will thus apply:
Shareholders who intend to participate at the Annual General Meeting must:
Shareholders whose shares are registered with a trustee must — in addition to registration temporarily re-register the shares in their own name with Euroclear Sweden. Such re-registration should be requested from the trustee well in advance of the record date, and should be completed by December 8, 2020 at the latest.
A shareholder can exercise their voting rights at the annual general meeting by voting in advance on the items in the agenda and submitting questions to the company in conjunction with the meeting.
Shareholders who intend to participate in the annual general meeting (via postal voting or questions) must provide the following information in conjunction with their registration:
The information submitted with the registration will be processed only for the annual general meeting. See below for additional information about the processing of personal data.
For shareholders wishing to participate via authorised proxy (i.e. where the authorised proxy votes by post or asks questions on behalf of the shareholder), a power of attorney form is available on the company's website. Shareholders participating via authorised proxy must submit the power of attorney form together with the form for voting by post. If the shareholder is a legal entity, a copy of the proof of registration or other similar authorisation must be attached.
Voting by post will be available beginning Wednesday, November 11, 2020 through Friday, December 11, 2020. Shareholders can vote in advance using any of the following methods:
A shareholder cannot provide instructions other than choosing one of the alternatives indicated in every item in the postal voting form. A ballot (i.e. the postal vote in its entirety) is invalid if the shareholder has added specific instructions or conditions to the form, or if the printed text has been changed or supplemented.
The postal voting form, together with any attached power of attorney and authorisation documentation, must have been submitted to Dustin by Friday, December 11, 2020 at the latest. Votes received after that date will be disregarded.
For any questions concerning the postal voting procedure, contact us via e-mail at gm@dustingroup. com or by phone at +46 (0)8-553 443 40 on weekdays from 9:00 a.m. to 4:00 p.m.
Further instructions and conditions are indicated on the postal voting form.
Questions for Dustin in conjunction with the annual general meeting can be submitted to us up until Friday, December 4, 2020. Shareholders who wish to ask question can do so using any of the following methods:
Questions from shareholders must be submitted to Dustin no later than Friday, December 4, 2020 and will be answered and published by Wednesday, December 9, 2020 at the latest. Questions and answers will be available at the company, Dustin Group AB (publ), Augustendalsvägen 7, SE-131 52 Nacka Strand, Sweden and on the company's website, https://www. dustingroup.com/en/general-meetings and will be sent to the shareholders provided that the shareholders' addresses are known to the company or provided by the shareholder together with the question.
The Board of Directors proposes a total dividend of approximately SEK 195 million for 2019/20, corresponding to SEK 2.20 per share. The proposed dividend represents approximately 70 per cent of the net profit for the year. Wednesday, December 16, 2020 is proposed as the record date for the dividend. The estimated payment date for the dividend is Monday, December 21, 2020.
| GRI Standard | Description/disclosures | Page | Outstanding information |
|---|---|---|---|
| GRI 102: General disclosures | |||
| 102-1 | Name of the organisation | 38 | |
| 102-2 | Activities, brands, products and services | 3, 29-33 | |
| 102-3 | Location of headquarters | 52 | |
| 102-4 | Location of operations | 52 | |
| 102-5 | Ownership and legal form | 52 | |
| 102-6 | Markets served | 3 | |
| 102-7 | Scale of the organisation | 3 | |
| 102-8 | Information on employees and other workers | 50, 101 | |
| 102-9 | Supply chain | 32, 34 | |
| 102-10 | Significant changes to the organisation and its supply chain |
52 | |
| 102-11 | Precautionary principle or approach | 103 | |
| 102-12 | External initiatives | 109 | Global compact, ILO, OECD |
| 102-13 | Membership of associations | 46-47 | Confederation of Swedish Enterprise, Responsible Business Alliance (RBA) & Womentor |
| Strategy | |||
| 102-14 | Statement from senior decision-maker | 6-7, 39 | |
| Ethics and integrity | |||
| 102-16 | Values, principles, standards, and norms of behaviour |
69-70 | |
| Governance | |||
| 102-18 | Governance structure | 64-73 | |
| Stakeholder engagement | |||
| 102-40 | List of stakeholder groups | 100 | |
| 102-41 | Collective bargaining agreements | 101 | |
| 102-42 | Identifying and selecting stakeholders | 99 | |
| 102-43 | Approach to stakeholder engagement |
100 | |
| 102-44 | Key topics and concerns raised | 99-100 | |
| Reporting practice | |||
| 102-45 | Entities included in the consolidated financial statements |
97 | |
| 102-46 | Defining report content and topic Boundaries | 99 | |
| 102-47 | List of material topics | 99 | |
| 102-48 | Restatements of information | 102 | During 2019/20, no significant information has changed in comparison with the information in last year's Corporate Responsibility report. |
| 102-49 | Changes in reporting | 102-103 | |
| 102-50 | Reporting period | 102 |
| GRI Standard | Description/disclosures | Page | Outstanding information |
|---|---|---|---|
| Cont'd. Reporting practice | |||
| 102-51 | Date of most recent report | 99 | |
| 102-52 | Reporting cycle | 99 | |
| 102-53 | Contact point for questions regarding the report | 99 | |
| 102-54 | Claims of reporting in accordance with the GRI Standards |
99 | |
| 102-55 | GRI content index | 109 | |
| 102-56 | External assurance | 107 | |
| GRI 205: Anti-corruption | |||
| 103-1/2/3 | Management Approach 205 | 51, 70 | |
| 205-1 | Operations assessed for risks related to corruption | 51 | |
| 205-3 | Confirmed incidents of corruption and actions taken | 51 | |
| GRI 301: Materials | |||
| 103-1/2/3 | Management Approach 205 | 45 | |
| 301-3 | Reclaimed products and their packaging materials | 45 | Focus on the number as it is key for Dustin's 2020 target |
| GRI 302: Energy | |||
| 103-1/2/3 | Management Approach 302 | 43 | |
| 302-1 | Energy consumption within the organisation | 43 | |
| GRI 305: Emissions | |||
| 103-1/2/3 | Management Approach 305 | 41 | |
| 305-1 | Direct (Scope 1) GHG emissions | 41-42 | |
| 305-2 | Energy indirect (Scope 2) GHG emissions | 41-42 | |
| 305-3 | Other indirect (Scope 3) GHG emissions | 41-42 | |
| 305-5 | Reduction of GHG emissions | 43 | |
| GRI 308: Supplier environmental assessment | |||
| 103-1/2/3 | Management Approach 308 | 34 | |
| 308-1 | New suppliers that were screened using environmental criteria |
46-49 | |
| GRI 401: Employment | |||
| 103-1/2/3 | Management Approach 401 | 50-70 | |
| 401-1 | New employee hires and employee turnover | 50, 101 | |
| GRI 405: Diversity and equal opportunity | |||
| 103-1/2/3 | Management Approach 405 | 24 | |
| 405-1 | Diversity of governance bodies and employees | 50, 101 | |
| GRI 414: Supplier Social Assessment | |||
| 103-1/2/3 | Management Approach 414 | 34 | |
| 414-1 | New suppliers that were screened using social criteria 46-49 |
| All amounts in SEK million, unless otherwise indicated | Full-year 19/20 |
Full-year 18/19 |
Full-year 17/18 |
Full-year 16/17 |
Full-year 15/16 |
|---|---|---|---|---|---|
| Income statement | |||||
| Organic sales growth (%) | 2.3 | 9.9 | 2.0 | 8.6 | 4.4 |
| Gross margin (%) | 15.5 | 16.7 | 15.9 | 14.8 | 15.0 |
| EBIT | 387.2 | 489.1 | 443.8 | 349.5 | 323.5 |
| Adjusted EBITDA (excl. IFRS 16) | 554.2 | 601.1 | 521.2 | 438.4 | 400.2 |
| Adjusted EBITDA (incl. IFRS 16) | 715.0 | – | – | – | – |
| Adjusted EBITA | 517.3 | 559.7 | 500.6 | 426.1 | 389.6 |
| Adjusted EBITA margin (%) | 3.9 | 4.5 | 4.9 | 4.6 | 4.7 |
| Return on equity (%) | 11.3 | 14.5 | 18.5 | 16.1 | 15.8 |
| Balance sheet | |||||
| Net working capital | -421.8 | -67.6 | -192.0 | 118.1 | 31.6 |
| Capital employed | 338.0 | 196.6 | 48.5 | 269.1 | 173.3 |
| Net debt | 1,940.4 | 1,736.4 | 1,730.6 | 998.3 | 826.3 |
| Net debt/adjusted EBITDA (excl. IFRS 16) | 2.6 | 2.9 | 3.3 | 2.3 | 2.1 |
| Net debt/adjusted EBITDA (incl. IFRS 16) | 2.7 | – | – | – | – |
| Maintenance investments | -111.3 | -79.5 | -52.1 | -27.3 | -4.7 |
| Equity/assets ratio (%) | 31.6 | 33.8 | 26.7 | 35.6 | 36.5 |
| Cash flow | |||||
| Operating cash flow | 904.1 | 395.5 | 854.8 | 301.2 | 500.7 |
| Cash flow from operating activities | 867.7 | 264.0 | 747.9 | 213.6 | 447.2 |
| Data per share | |||||
| Earnings per share, including discontinued operations before dilution (SEK) |
3.13 | 4.12 | 3.91 | 3.08 | 2.89 |
| Earnings per share, including discontinued operations after dilution (SEK) |
3.13 | 4.11 | 3.89 | 3.07 | 2.89 |
| Equity per share before dilution (SEK) | 27.70 | 27.75 | 21.32 | 19.50 | 18.67 |
| Cash flow from operating activities per share before dilution (SEK) |
9.79 | 3.05 | 9.58 | 2.75 | 5.76 |
| Cash flow from operating activities per share after dilution (SEK) |
9.79 | 3.04 | 9.53 | 2.74 | 5.76 |
| Average number of shares | 88,647,339 | 86,472,611 | 78,078,991 | 77,696,577 | 77,696,577 |
| Average number of shares after dilution | 88,647,339 | 86,766,793 | 78,449,771 77,862,249 | 77,696,577 | |
| Number of shares issued at end of period | 88,647,339 | 88,647,339 77,226,502 | 76,173,115 | 76,173,115 | |
| Dividend per share (SEK) | 2.20* | 3.00 | 2.71 | 2.80 | 2.40 |
| All amounts in SEK million, unless otherwise indicated | Full-year 19/20 |
Full-year 18/19 |
Full-year 17/18 |
Full-year 16/17 |
Full-year 15/16 |
|---|---|---|---|---|---|
| Organic growth | |||||
| Sales growth (%) | 5.3 | 21.7 | 10.7 | 12.1 | 4.6 |
| Acquired growth (%) | -3.4 | -9.9 | -7.3 | -1.7 | -1.2 |
| Currency effects in sales growth (%) | 0.5 | -1.9 | -1.4 | -1.8 | 1.0 |
| Organic sales growth (%) | 2.3 | 9.9 | 2.0 | 8.6 | 4.4 |
| Earnings before financial items including EBIT from discontinued operations |
|||||
| EBIT from continuing operations | 387.2 | 489.1 | 443.8 | 349.5 | 323.5 |
| EBIT from discontinued operations | – | – | – | 0.0 | 0.4 |
| Total | 387.2 | 489.1 | 443.8 | 349.5 | 323.9 |
| Adjusted EBITA | Full-year 19/20 |
Full-year 18/19 |
Full-year 17/18 |
Full-year 16/17 |
Full-year 15/16 |
| EBIT | 387.2 | 489.1 | 443.8 | 349.5 | 323.9 |
| Amortisation and impairment of intangible assets | 99.1 | 74.1 | 57.8 | 69.3 | 60.6 |
| Items affecting comparability | 31.0 | -3.5 | -1.0 | 7.3 | 5.0 |
| Adjusted EBITA | 517.3 | 559.7 | 500.6 | 426.1 | 389.6 |
| Adjusted EBITDA (excl. IFRS 16) | Full-year 19/20 |
Full-year 18/19 |
Full-year 17/18 |
Full-year 16/17 |
Full-year 15/16 |
| EBIT | 381.0 | 489.1 | 443.8 | 349.5 | 323.9 |
| Depreciation and impairment of tangible assets | 43.1 | 41.5 | 20.5 | 12.3 | 10.6 |
| Amortisation and impairment of intangible assets | 99.1 | 74.1 | 57.8 | 69.3 | 60.6 |
| Items affecting comparability | 31.0 | -3.5 | -1.0 | 7.3 | 5.0 |
| Adjusted EBITDA (excl. IFRS 16) | 554.2 | 601.1 | 521.2 | 438.4 | 400.2 |
| Full-year | Full-year | Full-year | Full-year | Full-year | |
| Adjusted EBITDA (incl. IFRS 16) | 19/20 | 18/19 | 17/18 | 16/17 | 15/16 |
| EBIT including discontinued operations | 387.2 | 489.1 | 443.8 | 349.5 | 323.9 |
| Depreciation and impairment of tangible assets | 197.7 | 41.5 | 20.5 | 12.3 | 10.6 |
| Amortisation and impairment of intangible assets | 99.1 | 74.1 | 57.8 | 69.3 | 60.6 |
| Items affecting comparability | 31.0 | -3.5 | -1.0 | 7.3 | 5.0 |
| Adjusted EBITDA (incl. IFRS 16) | 715.0 | 601.1 | 521.2 | 438.4 | 400.2 |
* Current year refers to proposed dividend
| IFRS measures: | Definition/Calculation | ||||
|---|---|---|---|---|---|
| Earnings per share | Net profit/loss in SEK in relation to average number of shares, according to IAS 33. |
Net working capital | Total current assets less cash and cash equivalents, current financial lease assets and current non-interest-bearing liabilities, at the |
This performance measure shows Dustin's efficiency and capital tied up. |
|
| Net debt/net receivable, excl. IFRS 16 |
Interest-bearing non-current and current receivables and liabilities, excluding lease liabilities, including cash and cash equivalents and the interest-bearing portion of financial assets. |
Net debt | end of the period. Non-current and current interest-bearing liabilities, excluding acquisition-related liabilities, less cash and cash equivalents at the end of the period. |
This performance measure shows Dustin's total liabilities adjusted for cash and cash equivalents. |
|
| Alternative performance measures: |
Definition/Calculation | Purpose | Net debt/EBITDA | Net debt in relation to adjusted EBITDA. | This performance measure shows the Company's ability to pay its debt. |
| Return on equity | Net profit for the year in relation to equity at the end of the period. |
Dustin believes that this performance measure shows how profitable the Company is for its shareholders. |
Organic growth | Growth in net sales for the relevant period adjusted for acquired and divested growth, customer transfers between segments, and currency effects. |
Provides a measure of the growth achieved by Dustin in its own right. |
| Gross margin | Gross profit in relation to net sales. | Used to measure product and service profitability. |
Sales growth | Net sales for the relevant period in relation to net sales for the comparative period. |
Used to show the development of net sales. |
| Equity per share | Equity at the end of the period in relation to the number of shares at the end of the period. |
Shows Dustin's equity per share. | Operating cash flow | Adjusted EBITDA less maintenance investments plus cash flow from changes in |
Used to show the amount of cash flow generated from operating activities and |
| Acquired growth | Net sales for the relevant period attributable to acquired and divested companies as well |
Acquired growth is eliminated in the calculation of organic growth in order to |
working capital. | available for payments in connection with dividends, interest and tax. |
|
| as internal customer transfers in conjunction with integration, in relation to net sales for the comparative period. |
facilitate a comparison of net sales over time. |
EBIT | EBIT is a measurement of the company's earnings before income tax and financial items. |
This measure shows Dustin's profitability from operations. |
|
| Adjusted EBITA | EBIT according to the income statement before items affecting comparability and amortisation and impairment of intangible assets. |
Dustin believes that this performance measure shows the underlying earnings capacity and facilitates comparisons between quarters. |
Equity/assets ratio | Equity at the end of the period in relation to total assets at the end of the period. |
Dustin believes that this measure provides an accurate view of the company's long term solvency. |
| Adjusted EBITDA | EBIT according to the income statement before items affecting comparability and amortisation/depreciation and impairment of |
Dustin believes that this performance measure shows the underlying earnings capacity and facilitates comparisons |
Segment results | The segment's operating profit excluding amortisation/depreciation and items affecting comparability. |
Dustin believes that this performance measure shows the earnings capacity of the segment. |
| intangible and tangible assets. | between quarters. | Capital employed | Working capital plus total assets, excluding | Capital employed measures utilisation of | |
| Adjusted EBITA margin | Adjusted EBITA in relation to net sales. | This performance measure is used to measure the profitability level of the operations. |
goodwill and other intangible assets attributable to acquisitions, and interest bearing receivables pertaining to finance leasing, at the end of the period. |
capital and efficiency. | |
| Items affecting comparability Items affecting comparability relate to material income and expense items recognised separately due to the significance of their |
Dustin believes that separate recognition of items affecting comparability increases comparability of EBIT over time. |
Maintenance investments | Investments required to maintain current operations excluding financial leases. |
Used to calculate operating cash flow. | |
| Cash flow from operating activities |
nature and amounts. Cash flow from operating activities, after changes in working capital. |
Used to show the amount of cash flow generated from operating activities. |
Currency effects | The difference between net sales in SEK for the comparative period and net sales in local currencies for the comparative period |
Currency effects are eliminated in the calculation of organic growth. |
| Cash flow from operating activities per share |
Cash flow from operating activities as a percentage of the average number of shares outstanding. |
Used to show the amount of cash flow generated from operating activities per share. |
converted to SEK using the average exchange rate for the relevant period. |
||
| Word/Term | Definition/Calculation |
|---|---|
| B2B | Pertains to sales to companies and organisations, divided into LCP and SMB according to the definition below. |
| B2C | Pertains to all sales to consumers. |
| Central functions | Cost for central functions comprise all non-allocated central expenses, including amortisation and depreciation, and excluding items affecting comparability. |
| Integration costs | Integration costs comprise costs for integrating acquired companies into the Dustin platform. The Dustin platform is defined as Dustin's IT platform for e-commerce and its organisation. |
| Clients | Umbrella term for the product categories computers, mobile phones and tablets. |
| Contractual recurring revenues |
Recurring revenues, such as subscriptions, that are likely to have a duration of several years. |
| Launch costs | Launch costs comprise the costs for the launch of online retail in the Netherlands. |
| LCP | Pertains to all sales to large corporate and public sector. As a general rule, this segment is defined as companies and organisations with more than 500 employees or public sector operations. |
| LTI | Long-term incentive programme that encompasses Group Management and other key individuals at Dustin. |
| SaaS | Software as a service (SaaS) is a type of cloud service that provides software over the Internet. |
| SMB | Pertains to all sales to small and medium-sized businesses. |
December 14, 2020 2019/20 Annual General Meeting
January 12, 2021 Interim report for the first quarter, September 1, 2020–November 30, 2020
April 13, 2021 Interim report for the second quarter, December 1, 2020–February 28, 2021
June 30, 2021 Interim report for the third quarter, March 1, 2021–May 31, 2021
October 6, 2021 Year-end report, September 1, 2020–August 31, 2021
November 17, 2021 2020/21 Annual Report
December 15, 2021 2020/21 Annual General Meeting
Dustin Group AB Johan Karlsson, CFO [email protected] +46 708 67 79 97
Fredrik Sätterström, Head of Investor Relations [email protected] +46 705 10 10 22
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