Tessenderlo Group 2021 annual report | 1
Tessenderlo Group 2022 annual report | 2
Table of contents
Company profile 3
ACTIVITY REPORT
2022 highlights 6
Message from the CEO and the Chairman to the shareholders 9
Key figures at a glance 12
Our Agro segment 16
Our Bio-valorization segment 22
Our Industrial Solutions segment 26
Our T-Power segment 31
Information for shareholders 33
MANAGEMENT REPORT
Business progress 36
Risk analysis 39
Corporate governance statement 45
SUSTAINABILITY REPORT
Sustainability and CSR at Tessenderlo Group 68
Materiality analysis 72
Governance of CSR 74
Sustainable Development Goals of the United Nations 75
United Nations (UN) Global Compact 78
EcoVadis 79
Our employees 80
Our planet 92
Our community 118
KPIs 124
GRI index 130
FINANCIAL REPORT
Consolidated financial statements 133
Statement on the true and fair view of the consolidated financial
statements and the fair overview of the management report 223
Statutory auditor's report 224
Statutory financial report 231
Financial glossary 234
Alternative performance measures 236
Tessenderlo Group 2022 annual report | 3
Company profile
With a history that dates back to 1919, Tessenderlo Group has evolved over recent years from a
chemical company into a diversified industrial group that focuses on agriculture, valorizing bio-
residuals, energy, and providing industrial solutions with a focus on water.
With more than 4,900 people working at over one hundred locations across the globe, Tessenderlo
Group is a leader in most of its markets. We primarily serve customers in agriculture, food, industry,
construction and health and consumer goods end markets.
Tessenderlo Group’s activities are subdivided into four operating segments:
The Agro segment combines our activities in the
production, sales and marketing of crop nutrition (liquid
crop fertilizers and potassium sulfate fertilizers based on
sulfur) as well as crop protection products. The Agro
segment includes the Crop Vitality™, Tessenderlo Kerley
International, NovaSource®, and Violleau business units.
Our activities in animal by-product processing are
combined in the Bio-valorization segment. This consists
of PB Leiner (the production, trading and sales of gelatins
and collagen peptides) and Akiolis (the rendering,
production and sales of proteins and fats).
The Industrial Solutions segment includes products,
systems and solutions for the processing and treatment
of water, including flocculation and precipitation. The
Industrial Solutions segment includes DYKA Group (with
DYKA, JDP, and BT Nyloplast), Kuhlmann Europe and
moleko™.
The T-Power segment includes the activities of
Tessenderlo Group regarding the generation of
electricity, in particular, the 425 MW CCGT power
plant (Combined Cycle Gas Turbine) of T-Power.
Tessenderlo Group 2022 annual report | 4
Tessenderlo Group is marketing its products and services worldwide, with branches all over the world,
through its four segments.
Agro
Crop Vitality | NovaSource: 13 production plants and 1 under construction, and more than 100
terminals (US).
Tessenderlo Kerley International: production plants in Belgium (1), France (1), Turkey (1), and 1 under
construction (the Netherlands), and more than 10 terminals in Europe and Mexico.
Violleau: 1 production plant (France) and 1 under construction (France).
Bio-valorization
PB Leiner: 3 production plants in Europe (Belgium, Germany, UK), 2 in China, and 3 in the Americas
(US, Argentina, Brazil).
Akiolis: 3 production plants, 28 collection centers (C1/C2 categories) and 8 production plants, 20
collection centers (C3 category & food grade) in France. 1 production plant recently acquired in Spain
(C2/C3 categories) to be commissioned in 2023.
Industrial Solutions
DYKA Group: 9 production plants (2 in the Netherlands, 1 in Belgium, 3 in France, 1 in Germany, 1 in
Poland, and 1 in Hungary) and more than 70 branches in Europe.
Kuhlmann Europe: 4 production plants (2 in Belgium, 1 in France, and 1 in Switzerland).
moleko: 3 production plants (US).
T-Power
T-Power: 1 production plant (Belgium).
Tessenderlo Group realized a consolidated turnover of 2,587.5 million EUR in 2022. The company is
listed on Euronext Brussels and is part of the Next 150 and BEL Mid indices. Financial news sources:
Bloomberg: TESB BB – Reuters: TesB.BR – Datastream: B:Tes.
Disclaimer
This document may contain forward-looking statements. Such statements reflect the views of management regarding future events at the
date of this document. Furthermore, they involve known and unknown risks, uncertainties and other factors that may cause actual results to
be different from any results, performance or achievements expressed or implied by such forward-looking statements. Tessenderlo Group
provides the information in this document as at the date of publication and, subject to applicable legislation, does not undertake any
obligation to update, clarify or correct any forward-looking statements contained in this document in light of new information, future events
or otherwise. Tessenderlo Group disclaims any liability for statements made or published by third parties (including any employees who are
not explicitly mandated by Tessenderlo Group) and, subject to applicable legislation, does not undertake any obligation to correct inaccurate
data, information, conclusions or opinions published by third parties in relation to this or any other document it issues.
Tessenderlo Group 2022 annual report | 5
Tessenderlo Group 2022 annual report | 6
2022 highlights
In February 2022, Tessenderlo Group announced its intention to
acquire the production unit and related activities of Pipelife
France. The plant in Gaillon (Eure, France) specializes in the
production of pipes for gas, water, and cable protection. In 2022,
the company was integrated into the DYKA Group business unit
(Industrial Solutions segment).
In the second quarter of 2022, the acquisition of the assets of
Fleuren Tankopslag B.V., which is a tank storage and
transshipment company for liquid products in the Port of Cuijk
(the Netherlands), was completed. The activities of Fleuren
Tankopslag were integrated into the Tessenderlo Kerley
International business unit (Agro segment).
Tessenderlo Group also announced in March that Violleau will
build a new organic fertilizer production line in Vénérolles (Aisne,
France). This production line will be built on the site of Akiolis'
plant in Vénérolles and it will be operational from the second
half of 2023. Violleau has been part of the Agro segment since
2022.
In February 2022, Tessenderlo Group repurchased 35.0 million
EUR of its outstanding "2022 bonds" priced at 102.875%, and the
remaining outstanding "2022 bonds" amounting to 130.5 million
EUR being repaid at maturity in July 2022.
In February 2022, the group entered into two term loan facilities,
each of 30.0 million EUR, with maturities of 7 years (drawn in
April 2022) and 5 years (with effect from August 2022),
respectively. These loans have quarterly capital repayments,
fixed interest rates of 1.17% and 0.94% respectively, and do not
contain financial covenants. Both transactions will further reduce
the group's liquidity risk and interest costs.
Tessenderlo Group 2022 annual report | 7
In August 2022, Tessenderlo Kerley Inc. acquired the Lannate®
product line from Corteva Agriscience. The Lannate® product line
is being added to the existing, diversified portfolio of niche crop
protection products available to agro customers worldwide. This
crop protection product is used against specific, hard-to-control
pests in various crops, including sweet corn, onions, and garlic.
In 2022, Tessenderlo Group applied again to the Flemish Region
for a construction permit for a new 900 MW Combined Cycle Gas
Turbine plant (CCGT) in Tessenderlo (Belgium) (T-Power
segment). The permit was obtained in September 2022 from the
Flemish Minister of Justice and Enforcement, Environment,
Energy and Tourism. However, the new plant will only be
constructed if the group can present it as a viable project.
In November 2022, PB Leiner (Bio-valorization segment) entered
into a joint venture with Hainan Xiangtai Group in China for the
production and sale of high-quality fish collagen peptides. Under
this agreement, the joint venture (80% owned by the group) will
produce fish collagen peptides based on PB Leiner’s technology.
The combined strengths of the two companies will enable a
robust, premium product range to meet the increasing global
demand for quality fish collagen peptides.
Tessenderlo Kerley, Inc. began the construction of a new plant in
Defiance (Ohio, USA) in the third quarter of 2022. This plant will
produce the leading liquid and sulfur-based fertilizers Thio-Sul®,
KTS®, K-Row 23®, and sulfite chemicals for industrial markets
(Agro and Industrial Solutions segments). The plant is scheduled
to start operations by the end of 2024.
In December 2022, Tessenderlo Kerley International started the
construction of a new plant for the production of Thio-Sul®
(ammonium thiosulfate/ATS), in Geleen, the Netherlands. This
fertilizer is used for large-scale crops and in the cultivation of
trees and vegetables. The plant is expected to be operational by
mid-2024.
Tessenderlo Group 2022 annual report | 8
After the balance sheet date
• On July 8, 2022, Tessenderlo Group and Picanol Group announced their intention to simplify
and increase the transparency of the group structure of both companies. In this context,
Tessenderlo Group launched a voluntary public exchange offer for all shares issued by Picanol
Group. All Picanol Group shareholders were offered the opportunity to exchange their Picanol
Group shares for new shares in Tessenderlo Group at an exchange ratio of 2.36 new shares in
Tessenderlo Group per tendered share in Picanol Group. A third and final acceptance period
had the effect of simplified squeeze-out. Shares that had not been tendered prior to the closing
of the final acceptance period were transferred to Tessenderlo Group by force of law and the
relevant shareholders will have to request payment of the offer price for their shares at the
Belgian Deposit and Consignment Office. By the end of the first quarter of 2023, Tessenderlo
Group was, therefore, holding 100% of the shares of Picanol Group. As a result of this
transaction, Picanol Group became a business unit of Tessenderlo Group with effect from
January 1, 2023 (Machines & Technologies segment).
• In November 2022, the group announced that its PB Leiner business unit (Bio-valorization
segment) had established a new joint venture with D&D Participações Societárias, which is one
of Brazil’s leading tannery groups. The group acquired a 40% minority stake in PB Leiner's
Brazilian plant (PB Brasil Industria e Comercio de Gelatinas Ltda). The combined strength of the
two companies will enable a long-term, sustainable supply of a premium bovine gelatin product
range, based on PB Leiner's technology. The joint venture was subject to the fulfillment of a
number of customary conditions precedent, and the transaction was closed in January 2023.
• In early January 2023, the Akiolis (Bio-valorization segment) business unit acquired the real
estate and production assets of former Spanish rendering company Promed 202 (Ribera
d'Ondara, Lleida, Spain). The plant specializes in pig and poultry meat rendering and is located
in one of the most intensive pig and poultry farming regions in Spain. The acquisition will expand
Akiolis' operations to include the Iberian Peninsula and strengthen its position in the European
rendering market. Akiolis resumed operations during the first quarter of 2023 under the name
Akiolis Iberia.
• Also in January 2023, Tessenderlo Group signed an agreement for the acquisition of the
marketing and sales activities for ammonium thiosulfate (ATS) fertilizers produced by Esseco Srl
(part of Esseco Group) in Trecate, Italy. These ATS fertilizers will be marketed by the Tessenderlo
Kerley International business unit. Tessenderlo Group will also acquire the Esseco trademarks
Secofit® TS and Agrifix®, which are used in marketing this product range for agricultural
applications. The deal was operational in March 2023.
Tessenderlo Group 2022 annual report | 9
Message from the CEO and the Chairman to the shareholders
Dear Shareholders,
2022 proved to be another volatile and challenging year for our employees. We continued to have to
adapt to the consequences of the coronavirus pandemic, the increase in energy prices, as well as
shortages of labor, materials, and equipment. On top of this, we were also affected by the conflict in
Eastern Europe. Many of the unexpected problems, such as the aforementioned shortage of materials
and an ongoing struggle to maintain our supply chain, placed our people and our teams under severe
pressure. While these challenges caused a great deal of disruption and uncertainty in our daily lives,
we still managed to deliver strong results and, in fact, we are delighted to announce that we have had
one of the best years in the history of our group.
Tessenderlo Group generated consolidated revenue of 2,587.5 million EUR in 2022, compared to
2,081.5 million EUR in 2021, which represents a 24.3% increase in revenue (or +19.7%, excluding
foreign exchange effects). The increase in revenue was achieved in all four segments: Agro +22.6%,
Bio-valorization +19.7%, Industrial Solutions +17.0% and T-Power +13.1%. The 2022 adjusted EBITDA
amounts to 434.8 million EUR, compared to 354.2 million EUR in 2021. Tessenderlo Group closed the
2022 financial year with a net profit of 226.8 million EUR, compared to 188.3 million EUR in 2021.
Despite the challenging conditions we encountered in our various markets, we once again made good
progress in many areas in 2022, and we continued with our robust investment program. Furthermore,
we remain fully committed to strengthening our areas of competence and expertise as we are
convinced of the importance of our products for the future. Here are a few examples of the major
investments we made last year:
• We acquired Pipelife France, which will strengthen DYKA Group’s position in the French market.
• Fleuren Tankopslag is now part of the group, a tank storage and transshipment company for
liquid products in the Netherlands, and we integrated this into the Tessenderlo Kerley
International business unit.
• The new liquid fertilizer plants in Geleen in the Netherlands and in Defiance in the US are under
construction.
• We are also building a new production line for our Violleau organic fertilizers in France.
• Our PB Leiner business unit established new joint ventures in P.R. China and Brazil.
• And, last but not least, we acquired the Lannate® crop product line from Corteva Agriscience.
Our commitment to sustainability continued in 2022, focusing on our "Every Molecule Counts"
philosophy. Now more than ever before, we are convinced that we have a process for making every
flow more sustainable and that new value can be discovered by applying these processes. Climate
change is one of the world’s biggest challenges, and consumers are demanding transparency in
sustainability practices as well as more eco-friendly products and services. We are convinced that
sustainability really is now becoming a license to operate. More information on our commitment to
being even more sustainable can be found in our 2022 Sustainability Report, which forms part of this
annual report.
We remained focused again in 2022 on increasing our logistical efficiency, debottlenecking factories,
implementing coordinated procurement and sourcing activities and achieving operational excellence,
profitable growth, and improved customer focus. All of this was done with the goal of even better
serving the markets in which we operate. We are convinced that these initiatives, combined with our
continuous focus on operational excellence, will mean even better results in the future for Tessenderlo
Group.
Tessenderlo Group 2022 annual report | 10
Integration of Picanol Group
At the beginning of July 2022, we also announced our intention to combine Tessenderlo Group and
Picanol Group into a single industrial group. By combining the strengths of the two companies, we are
making the group structure simpler, more transparent, and, above all, even stronger. Both Picanol
Group and Tessenderlo Group have evolved significantly over the past few years, with each segment
being greatly strengthened by strategic investments and with a new segment that was created by
Tessenderlo Group (T-Power). Each business unit contributes significantly to the Adjusted EBITDA of
the group and will also be able to develop further in the coming years with its own identity as part of
an integrated group. By combining the cash flows of all business units, acquisitions and investments
can be made more easily across the economic cycles. Furthermore, by combining both groups into
one industrial group, the existing shareholders of Picanol Group and Tessenderlo Group will have the
opportunity to participate directly in each new project and there will no longer be a question of which
group will realize which new project.
We were, therefore, pleased that the transaction was given the green light by an absolute majority of
the shareholders, which ensured we could complete the transaction by the end of December 2022. As
a result, Picanol Group became a business unit of Tessenderlo Group with effect from January 1, 2023.
We are convinced that with a diversified group, we can create more shareholder value through the
implementation of a long-term sustainable industrial strategy.
The integrated group will thus consist of the following five business segments: Agro, Bio-valorization,
Industrial Solutions, Machines & Technologies, and T-Power. The new group will be active in more
than 100 countries worldwide with a turnover of approximately 3.3 billion EUR and an Adjusted
EBITDA of 467.0 million EUR (based on the pro forma 2022 figures). It remains Tessenderlo Group’s
ambition to strengthen the leading market position in each segment and ensure sustainable
profitability.
Dividend
The Board of Directors will propose to the shareholders, at the annual shareholders’ meeting of May
9, 2023, to approve a gross dividend per share of 0.75 EUR. The policy going forward will be to
distribute a dividend of between 7 and 15% of the annual Adjusted EBITDA, taking into account the
cash availability and the short-term cash needs.
Tessenderlo Group 2022 annual report | 11
Outlook
The group anticipates a continued high level of economic uncertainty in 2023, putting the
development of customer demand and sales margin more under pressure. Based on currently
available information, the group expects that the 2023 Adjusted EBITDA will be lower than the 2022
pro forma Adjusted EBITDA of 467.0 million EUR, being the sum of the Tessenderlo Group 2022
Adjusted EBITDA (434.8 million EUR) and the 2022 Picanol Group (Machines and Technologies
segment) Adjusted EBITDA (32.2 million EUR). An anticipated increase in the Picanol Group Adjusted
EBITDA is expected to be more than offset by a decrease of the Adjusted EBITDA of the other
segments. The group wishes to emphasize that it currently operates in a volatile geopolitical,
economic, financial, and health environment.
On behalf of the Board of Directors, we would like to thank everyone who contributed to the success
of Tessenderlo Group in 2022. We would like to express our gratitude to our employees for their
outstanding efforts, and to our shareholders, customers, and business partners for the confidence
they have shown in our group. In addition, we look forward to welcoming the more than 2,000
employees of Picanol Group and continuing to build a stronger future together.
Tessenderlo Group will continue to grow, thanks to our more than 7,000 employees worldwide, who
are so passionate about “Every Molecule Counts”. This is and will remain our contribution and goal to
a sustainable and better future.
Kind regards,
Stefaan Haspeslagh
Chairman of the Board of Directors
Tessenderlo Group 2022 annual report | 12
Key figures at a glance
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
17%
15%
12%
8%
10%
13%
13%
12%
9%
7%
9%
12%
6%
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2,587.5
2,081.5
1,737.3
1,742.9
1,620.9
1,657.3
1,590.1
1,589.0
1,434.2
1,790.1
2,129.0
2,126.0
2,024.0
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
1,401.8
1,130.0
903.0
821.7
735.0
637.7
604.7
516.8
433.5
236.6
335.5
600.3
724.5
0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20%
2022
2020
2018
2016
2014
2012
2010
Roce (%)
- 500,0 1.000,0 1.500,0 2.000,0 2.500,0 3.000,0
2022
2020
2018
2016
2014
2012
2010
Revenue (in million EUR)
0,0 200,0 400,0 600,0 800,0 1000,0 1200,0 1400,0 1600,0
2022
2020
2018
2016
2014
2012
2010
Equity attributable to equity
shareholders of the group (in million EUR)
0.0
500.0
1,000.0
1,500.0
2,000.0
2,500.0
3,000.0
0.0
200.0
400.0
600.0
800.0
1,000.0 1,200.0 1,400.0
1,600.0
Tessenderlo Group 2022 annual report | 13
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
434.8
354.2
314.6
267.7
177.8
187.8
198.0
180.4
135.6
116.6
160.0
187.0
162.8
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
226.9
187.8
99.1
96.1
91.7
25.6
98.8
84.5
53.7
-64.0
-198.7
58.0
33.5
0 50 100 150 200 250 300 350 400 450 500
2022
2020
2018
2016
2014
2012
2010
Adjusted EBITDA (in million EUR)
-250 -200 -150 -100 -50 0 50 100 150 200 250
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
Profit (+) / loss (-) (in million EUR)
Tessenderlo Group 2022 annual report | 14
55%
33%
5%
4%
3%
2022 Revenue per geography (%)
Europe
North America
South America
Asia
Rest of the world
27%
22%
4%
7%
3%
32%
5%
2022 Revenue per country of production (%)
Belgium
France
United Kingdom
The Netherlands
Germany
USA
Others
Tessenderlo Group 2022 annual report | 15
73%
17%
10%
0%
2022 Distribution of the Capital Expenditure (%)
Europe
North America
South America
Asia
173.4
114.2
85.1
62.2
2022 Adjusted EBITDA per segment
(in million EUR)
Agro
Bio-valorization
Industrial solutions
T-Power
Tessenderlo Group 2022 annual report | 16
Our Agro segment
Our Agro segment combines Tessenderlo Group’s activities in the production, sales and marketing of
crop nutrients (liquid crop fertilizers and potassium sulfate fertilizers, based on sulfur as well as
organic fertilizers), and crop protection products. We have four business units within this segment:
Crop Vitality, NovaSource (both part of Tessenderlo Kerley, Inc.), Tessenderlo Kerley International, and
Violleau.
Production locations
Crop Vitality | NovaSource: 13 production plants and 1 under construction, and more
than 100 terminals (US).
Tessenderlo Kerley International
: production plants in Belgium (1), France (1), Turkey
(1), and 1 under construction (the Netherlands), and 10+ terminals in Europe and
Mexico.
Violleau: 1 plant in France and 1 plant under construction (France).
Core markets
Agriculture
Area of activity
Value-added specialty liquid, solid and soluble fertilizers, and crop protection
products with a focus on precision agriculture applications.
Business drivers
• Growing population.
•
Increased demand for quality fertilizers for modern and sustainable precision
agriculture and crop protection products.
• To support efficient water management and inhibit nitrification.
Strategic focus
Crop Vitality | Tessenderlo Kerley International | Violleau
•
To maintain our global leadership position in selective specialty liquid and soluble
sulfur/SOP fertilizers, while expanding further into key target markets in the
Americas, Europe, Middle East and Australia.
•
To expand the product portfolio and applications offerings to strengthen our
position in both broad-acre and specialty crop markets.
• To develop and provide sustainable organic agricultural solutions.
• To build a global network of connected technical experts and storage.
•
To focus on expanding market share by providing continuous education
throughout the value chain with a view to increasing food production in a
sustainable manner.
• To continuously improve the cost efficiency of our production proces
ses and
supporting departments while optimizing our customer-centered supply chain.
• To optimize our energy footprint.
NovaSource
•
To identify, develop, register, and market new uses of current and acquired
products.
• To expand the product portfolio through acquisitions.
•
To maintain product registrations, register, and market our current and acquired
products in additional countries.
Key figures
Share of Adjusted EBITDA Headcount (FTE)
880
40%
Tessenderlo Group 2022 annual report | 17
Crop Vitality
Who are we?
Crop Vitality is operated by Tessenderlo Kerley, Inc. Crop Vitality (www.cropvitality.com
) is the world’s
leading producer of sulfur-based fertilizers used in the agriculture industry for crop nutrition. Crop
Vitality offers a diverse portfolio of Tessenderlo Kerley fertilizers that are vital to crop health, including
Thio-Sul®, KTS®, K-Row 23®, CaTs®, Mag-Thio®, N-Sure®, GranuPotasse®, SoluPotasse®, and MAJOR
90®. Our experienced team of agronomic experts and our comprehensive network of production and
distribution facilities make us a preferred partner in the US and Canadian markets. Our portfolio
exemplifies how we help to nurture crop health by providing the essential nutrients that plants
require. “Nurturing Crop Life” is not just our tagline; it also signifies our passion to deliver vital
elements for optimal plant and soil health. Our fertilizers represent our core competence – sulfur. This
vital nutrient emphasizes our commitment to upholding sustainable agricultural practices that use
science-based management plans to help reduce the potential for environmental impact. For
example, the applications of Thio-Sul® for nitrification inhibition and CaTs® for water efficiency enable
nutrients to get to the roots and eliminate nutrient loss. Our Innovation and Learning Center, which is
located in Dinuba, California (US), performs key research on crop nutrition, and it develops and tests
products to promote optimal plant health. These initiatives provide invaluable insights and resources
to growers. This further illustrates our deep-held commitment to ensuring efficacy and best practices
while upholding agronomic stewardship.
Business in 2022
For Crop Vitality, 2022 was a year filled with opportunities and challenges. The demand for agricultural
fertilizers remained robust in the face of global volatility. The industry witnessed challenges from
various sectors, including geopolitical events, a drier climate, and the coronavirus pandemic, which
led to a significant increase in raw material costs and further constrained supply chains. However, we
were able to perform exceptionally well and deliver strong results thanks to a resilient and dedicated
team that successfully navigated the challenges. As part of our ongoing commitment to stewardship,
one area of focus was on new trial research regarding nitrification inhibition. The data has shown that
our thiosulfate products provide a greater uptake of nitrogen while reducing environmental impact,
which enhances soil health. In order to provide a better service to our customers in the Great Lakes
region, we selected and broke ground at a new production facility in Defiance, Ohio in 2022.
Outlook for 2023
After a year in which the global agribusiness sector faced severe challenges, such as the continued
presence of strains from disruptions of the coronavirus pandemic, adverse weather conditions, and
the conflict in Eastern Europe, these obstacles will continue to be felt in agriculture. The outlook for
2023 is expected to see a broad easing of agricultural crop prices due to historical high price levels in
2022 that were driven by tight global supplies, but it is expected that crop prices will remain elevated.
Our broad portfolio of crop nutrition products is integral in terms of helping growers optimize the
health and quality of their crops. Key initiatives include growing our portfolio through improved
efficiencies and maintaining our customer-centric approach by playing a critical role in helping growers
increase food production in a sustainable manner. In addition, we are entering the organics market
with the launch of MAJOR 90®, upholding our commitment to meeting the need for increased demand
for innovative products. We will also continue to invest in our people and strategic infrastructure to
ensure we support our customers’ crop-growing needs in a sustainable manner.
Tessenderlo Group 2022 annual report | 18
Tessenderlo Kerley International
Who are we?
Tessenderlo Kerley International (www.tessenderlokerley.com
) supplies value-added liquid, soluble,
and solid plant nutrition to support growers in realizing efficient and sustainable agriculture. Our
global team of agronomists and commercial advisers is characterized by a dense local network, strong
customer focus, and an outstanding heritage. This is because we are able to build on the 100 years of
expertise at Tessenderlo (in solid and soluble potassium-based fertilizers) and the 70 years of expertise
at Kerley (in liquid sulfur-based fertilizers). Our dedication to giving farmers the precise tools needed
to optimize their crops is at the very heart of everything we do. Our portfolio consists of well-
recognized specialty fertilizers such as SoluPotasse®, Thio-Sul®, KTS®, CaTs®, etc., and we continuously
invest in these products in terms of innovation, product development, and support. This is how we
can guarantee that all of our interactions – whether they involve our products, our experts, or our
advisers – will create maximal output, i.e. a better yield for crops, more control for farmers, and a
healthier planet for everyone.
Business in 2022
During 2022, Tessenderlo Kerley International continued to execute its long-term strategy and we
made progress in strengthening our growth foundations. Recruiting commercial and agronomical
talent in new markets, running a portfolio of trials, developing new customers/applications, expanding
and upgrading our existing manufacturing facilities, and setting up new supply chains are just a few
examples of how we are strengthening these growth foundations.
In addition, we completed the permit and engineering process and started construction on the new
Thio-Sul® production facility in Geleen (the Netherlands), and integrated the storage and
transshipment assets of B.V. Fleuren Tankopslag, which is located in the Port of Cuijk (the
Netherlands).
For the sulfate of potash (SOP) product family, the market remained challenging in 2022. In the first
half of 2022, multiple frictions continued on the supply and logistics side, including tightness and price
increases of key raw materials and constraints on container availability. In the second half of the year,
SOP order intake began slowing down as the downstream value chain started reducing stock levels in
anticipation of even lower nutrient pricing. We reconfirmed our leading position in the premium
water-soluble SOP segment with our flagship product SoluPotasse®. We are continuing to progress in
regard to even further strengthening our market position in the long-term, i.e. we are focusing on
high-quality products and services that are well-recognized in terms of global market reach and our
strong local connection with different stakeholders in the supply chain. 2022 marked the second year
of cooperation under our long-term partnership with Kemira Oyj, whereby Kemira produces premium
SOP fertilizers at its plant in Helsingborg (Sweden) and Tessenderlo Kerley International markets these
products.
Tessenderlo Group 2022 annual report | 19
Outlook for 2023
In 2023, Tessenderlo Kerley International will continue to execute its strategy of profitable growth,
including expanding the frontline team, strengthening the go-to-market channels, building
agronomical know-how, and driving excellence throughout the value chain. As the value proposition
of liquid fertilizers is increasingly being recognized and valorized by customers in the regions where
we currently operate, additional prioritized markets will also be developed.
Construction of the Thio-Sul® manufacturing plant in Geleen (the Netherlands) is progressing at full
speed. The plant is currently scheduled to start production in mid-2024. The acquired terminal of
Fleuren Tankopslag B.V. has been integrated into the overall supply chain set-up and the first sales of
Thio-Sul® from that terminal have already started. In January 2023, we signed an agreement to acquire
the marketing and sales activities for ammonium thiosulfate (ATS) fertilizers produced by Esseco Srl
(part of Esseco Group) in Trecate, Italy. This ATS fertilizer business will be fully integrated into the
overall value proposition upon closure of the acquisition on March 1, 2023.
With regard to the SOP products, we continue to strengthen our globally leading position in water-
soluble fertilizers with our premium brand SoluPotasse®, and our new premium brand SoluKem®.
While the long-term outlook clearly suggests positive growth, we have observed over the last few
years that swings can occur in the agro market over the short term. However, we are conscious that
our results will ultimately depend on the evolution of the agro market. We have a clear strategy for
remaining at the forefront of the specialty SOP and liquid fertilizers market (based on sulfur). To this
end, we will continue to consistently deliver high-quality products while improving our focus on
customer service and applying the group’s considerable experience in these industries.
Tessenderlo Group 2022 annual report | 20
NovaSource
Who are we?
NovaSource is operated by Tessenderlo Kerley, Inc. NovaSource (www.novasource.com
) delivers a
portfolio of niche crop protection products to agriculture customers worldwide. Focusing on specialty
crops, NovaSource addresses growers’ concerns regarding pests, weeds, diseases, and solar damage,
which can diminish crop yield and impact food supply. By utilizing science-based crop protection
products that are proven to overcome these challenges, growers can boost their crop yields and
quality. Our experienced team is positioned in specific regions to provide stewardship to growers with
guidance and product knowledge specific to their locations. Our knowledge of heat stress protection,
insecticides, herbicides, fungicides, and soil amendments will enable the global agriculture community
to make the available farmland more effective and sustainable.
Business in 2022
2022 was a challenging year for the crop protection industry due to disruptions from various sectors,
including geopolitical events, the COVID-19 pandemic, labor issues, and inflationary pressures. This
led to raw material shortages, increased costs, and further constrained supply chains, and resulted in
an increasingly competitive market. The NovaSource team was able to successfully overcome a
competitive landscape by collaborating with our customers, enabling a deeper level of forward
planning and customer service. The highlight of 2022 was the acquisition of the Lannate® product line
from Corteva® Agriscience, which will enable growth in new geographies and solidify our position in
select crops. Our ongoing commitment to strengthening the agricultural community also led us to
develop and execute trials to further support food security.
Outlook for 2023
NovaSource will continue to grow the business by focusing on expanding label uses and geographies
of its existing product portfolio, new acquisitions, and developing biorational products. With
collaborations taking place on several research trials, which involve testing variables of products and
applications, we strive to exceed customer needs in key growth markets. In addition, NovaSource will
continue its advocacy efforts toward further increasing the stewardship and proper use of its products
and growing industry knowledge regarding pesticide use for maximizing crop yields while supporting
land conservation.
Tessenderlo Group 2022 annual report | 21
Violleau
Who are we?
Violleau (www.violleau-agro.com
) specializes in the production of organic soil improvers and fertilizers
formulated on the basis of animal and plant materials and in biocontrol products for agriculture. We
not only offer products but also consulting services to optimize the choice of formulas, their
application, the yields, and the quality of our customers’ productions. Our fertilizing products, which
come in the form of pellets and composts, are applicable to organic and conventional productions for
applications in market gardening, vineyards, arboriculture, field crops, and green spaces.
Their quality is controlled at the level of raw materials, finished products, and the supply chain. Our
expertise covers all the flows in Europe, from upstream to downstream: the selection and collection
of materials, the elaboration of composts and pellets in France, and the transport and delivery to our
customers. In addition to the existing fertilizer activities, we integrated the marketing of the biocontrol
products, Surround® and Purshade® in 2022, confirming our ambition to further grow in the organic
farming market.
Business in 2022
In 2022, Violleau formalized its structure and pursued further growth in the European organic market.
The demand for organic produce was important following the increased focus on health as a result of
the coronavirus pandemic. It allowed Violleau to strengthen its sales team, grow its output, and
announce the launch of a new production line in Northern France for organic fertilizers.
We also faced many challenges on the logistics side, and due to shortages of raw materials and
increasing prices, which led to uncertainty in the market. However, thanks to the hard work of our
teams across Europe we were able to deliver high-quality products to the farming community and
build strong relations with our customers.
Outlook for 2023
2023 is projected to be a challenging year with demand under pressure due to difficult economic
conditions. However, the outlook for the organic market in Europe remains strong in the medium to
long term and we are confident we will be able to continue on our growth path.
We will continue with our focus to deliver high-quality products to the organic producers, secure our
supply chains, and invest in agronomic research and new product development. 2023 will also see the
launch of our new fertilizer production line, which will provide better service and quality to our
customers in the region.
Tessenderlo Group 2022 annual report | 22
Our Bio-valorization segment
Our Bio-valorization segment, which covers Tessenderlo Group’s activities in animal by-product
processing, consists of PB Leiner (production, trading and sale of gelatin and collagen peptides) and
Akiolis (rendering, production, trading and sale of proteins and fats).
Production locations
PB Leiner: 3 production plants in Europe (Belgium, Germany, UK), 2 plants in China,
and 3 plants in the Americas (US, Argentina, Brazil).
Akiolis
: 3 production plants, 28 collection centers (C1/C2 categories), and 8
production plants, 20 collection centers (C3 category & food grade) in France.
1
production plant recently acquired in Spain (C2/C3 category).
Core markets
Food, pharma, health & nutrition, pet food, agriculture, aqua feed, animal feed,
energy, biodiesel, oleo-chemistry, and sanitary services.
Area of activity
Bio-resources, agriculture
Business drivers
• Growing demand for bio-based environmentally friendly offerings in feed, food,
health & nutrition, fertilization, energy, and pharmaceutical and technical
applications.
• Improved standards of living resulting in increased protein demand.
• Increased need for
sanitary procedures to protect the food chain and the health
of animals dedicated to human food.
Strategic focus
PB Leiner
• To focus on customer-driven organization and new product development.
• To optimize efficiencies on existing assets.
• To vigorously focus on realizing manufacturing excellence.
• To increase the focus on health & nutrition(collagen peptides) and pharma.
• Valorization of side streams (fat, PSR, and DCP).
• Further securing raw material supply (via a joint venture involving
our teams in
South America and China).
Akiolis
•
To improve the valorization of finished products in pet food, aquaculture, and
organic fertilizer markets.
• To better valorize our fats.
• To focus on customer relationships and new product development.
• To improve efficiency in existing plants and logistics.
•
To focus on sanitary services for breeders, and on quality control for
slaughterhouses and butchers.
Key figures
Share of Adjusted EBITDA Headcount (FTE)
2,073
26%
Tessenderlo Group 2022 annual report | 23
PB Leiner
Who are we?
PB Leiner (www.pbleiner.com
) supplies a complete range of high-quality gelatins and collagen
peptides, tailoring solutions to customer applications. We are one of the top three players in the world
in our industry. The gelatin process includes raw material (pre)treatment, collagen extraction, and
gelatin purification. The overall production processes can take up to six months for specific qualities,
and part of the gelatin is further processed into collagen peptides for health and nutrition applications.
Gelatin is used in multiple markets, including food, pharmaceuticals, and photography. In most
applications, gelatin is added in small dosages to the formulation, as a functional ingredient with
superior characteristics. PB Leiner produces collagen peptides and gelatin derived from pigskin, beef
hide, beef bone, and fish skin. Raw materials are mainly sourced regionally and competition for raw
materials is not limited to other gelatin manufacturers, but also comprises other end-uses such as
direct use as human food, pet food, and leather manufacturing. Fluctuations in the supply and demand
of raw materials have an important impact on gelatin prices and availability. Securing sufficient raw
material volumes is key to the business.
Business in 2022
2022 saw an increase in demand for both gelatin and collagen peptides as the restrictions following
the coronavirus pandemic were lifted. However, transport options remained scarce, and raw material
availability continued to suffer from reduced demand for meat and a struggling leather industry
throughout 2022. Moreover, the significant cost increases in energy, chemicals, transport, and raw
materials put pressure on the margin of our operations and on pricing. Our operations teams exerted
themselves to meet customer demand as adequately as possible, whilst also pursuing the roll-out of
our strategy implementation, focusing on further strengthening the cooperation with our customers,
optimizing our supply chains (among other things via a newly established cooperation with D&D
Participações Societárias in Brazil) and extending our diversified product portfolio (e.g. our
pharmaceutical gelatin offering has expanded with gelwoRx™ Dsolve now available in four varieties,
and the recent joint venture PB Leiner Hainan Biotechnology allowing us to also provide fish collagen).
In addition, throughout 2022, we continued to invest in operational excellence (via the
debottlenecking of plants, improving quality systems, optimizing processes, and stimulating a culture
of employee engagement). All of these projects contribute to safeguarding margins and long-term
profitability.
Outlook for 2023
In 2023, PB Leiner will continue to develop close relationships with customers and will keep developing
added-value specialties in order to meet the demands and challenges of the food, pharma, and health
& nutrition sectors. Furthermore, we will continue to ensure quality and delivery reliability for our
customers, and we will keep investing in upgrading all of our plants. Variable costs such as raw
materials, energy, and transport will be monitored closely, as the current economic environment is
still showing strong signs of turmoil. The long-term outlook for the gelatin and collagen markets
remains positive for several reasons: the growing global middle-class population, the increased
consumption of medication in the developing world, and greater health and nutrition awareness and
habits in all markets. The raw material supply remains a factor of potential instability, which is a reason
for us to keep exploring opportunities to safeguard our supply in the long term.
Tessenderlo Group 2022 annual report | 24
Akiolis
Who are we?
Akiolis (www.akiolis.com
) specializes in rendering activities and the production of high-value proteins
and fats derived from animal by-products. Our links with partners from the sourcing (livestock sector,
meat industry, butchers, and retailers) enable us to get access to a vast array of animal materials and
our industrial processes allow us to valorize our ingredients in markets such as pet food and animal
nutrition, aqua feed and oleo-chemistry, organic fertilization, gelatins, cement plants, biofuel
production, and energy sectors. Our targets for each market are agility and service-minded operations,
and a focus on our customers’ needs and the key success factors of their businesses. This is a goal that
translates into branded ingredients. This market-oriented approach will enable us to deliver products
and services featuring a very high standard of quality and innovative solutions that meet the rate of
development in our customers’ own markets. It will also allow us to be and remain in the future a solid
partner for breeders contributing to the sanitary protection of livestock and therefore the human food
chain.
Business in 2022
Despite the continuing global coronavirus pandemic and the considerable energy cost increases due
to the conflict in Eastern Europe, Akiolis managed to reinforce its positions on both the collection and
valorization markets without suffering a significant negative impact. An unprecedented new avian flu
crisis in the southwest and west of France, and all collection centers and plants dedicated to the
collection and treatment of euthanized poultry and duck livestock provided a strict collective
application of sanitary measures and demonstrated individual commitment in the teams in order to
guarantee the proper evacuation, sanitization, and valorization of these unexpected volumes. During
this crisis period, Akiolis continued to deploy its new strategy that was developed in 2021 of
“Révélateur de valeur” and focus on the presentation of its pet food and aqua feed offers with its
Vivaks and Hydrofaks brands.
In the context of the general increase in energy prices, Akiolis managed to take advantage of the
favorable international trends regarding the proteins and fats drivers and continued to focus on
product quality and service excellence. As was the case in 2021, in-house performance in sourcing raw
materials, logistics, and production contributed to further securing sustainable relationships with key
customers in strategic markets (e.g. pet food, aqua feed, biofertilization, and biodiesel). This focus on
customer satisfaction allowed Akiolis’ activities to reach an unprecedented high level for the second
year and led to a reinforced market position, with it being viewed as a partner of choice by these key
customers.
In parallel, the strategy of targeted investments aimed at specializing in the valorization of
monospecies ingredients from feathers, blood, duck meat meal, and genuine pork has proved
successful with patented new processes and the start of production and sales in Javené, Rion, and
Pontivy (France). Furthermore, in the first few days of 2023, the acquisition of the real estate and
production assets of a rendering company in Catalonia (Spain) and the launch of Akiolis Iberia were
concluded.
Tessenderlo Group 2022 annual report | 25
Outlook for 2023
Sustainability and customer satisfaction will continue to be the keywords for Akiolis in 2023, as well
as the deployment of a new employer branding strategy promoting Akiolis as a “Révélateur de valeur”
for candidates and employees alike. Targeting excellence and a higher level of valorization markets
will obviously be accompanied by a strict focus on cost containment in order to limit the impact of
rising energy costs. The production of mono-species ingredients in Javené, Rion, and Pontivy will
become smoother while the start of the new plant in Lleida, Catalonia, will allow Akiolis to deliver pork
and poultry ingredients directly to Spanish customers. In the meantime, two new industrial activities
will be launched in 2023, giving Akiolis an even stronger position in the sustainable markets of energy
and fertilization. In Saint-Langis (France), the new installation of gasification of category 1 meat meals
will enable the plant to produce its own energy for thermodehydration and sell renewable electricity
on the national power grid. Meanwhile, in Vénérolles, a new line producing category 2 meat meals
with the addition of a unit for manufacturing organic fertilizers will give Violleau the opportunity to
get better access to organic fertilization markets in the northeast of France.
Tessenderlo Group 2022 annual report | 26
Our Industrial Solutions segment
Our Industrial Solutions segment includes products, systems, and solutions for the handling,
processing, and treatment of water. This segment includes the production, trading and sale of plastic
pipe systems, water treatment chemicals, and other industrial activities, such as the production and
sale of mining and industrial auxiliaries.
Production locations
DYKA Group: 9 production plants (2 in the Netherlands, 1 in Belgium, 3 in France, 1
in Germany, 1 in Poland, and 1 in Hungary) and more than 70 branches in Europe.
Kuhlmann Europe: 4 production plants (2 in Belgium, 1 in
France, and 1 in
Switzerland).
moleko: 3 production plants (USA).
Core markets
Water, sewage, air and gas piping systems and services, water treatment,
disinfection, and mining products.
Area of activity
Building and installation, public infrastructure and utility works, industrial and
municipal water markets, hygiene and cleaning products, industry, and mining.
Business drivers
• Regulatory authorities are setting stringent impurity levels for potable and
treated wastewater.
• Clean water demand and hygiene –
the industry need for the sustainable
purification & transport of process water and valorization of water.
• Scarcity of natural resources and environmental footprint.
• Global warming, stormwater infiltration, energy-
neutral buildings, health, and
comfort.
• Base chemicals supply is sustained by economic activity.
Strategic focus
DYKA Group
• To further grow customer centricity
, to introduce innovative systems and
services, and strengthen our position in various sectors, product ranges, and key
geographies.
Kuhlmann Europe
• To provide long-
term and environmentally attractive solutions to municipalities
and industries for water
potabilization and the treatment of wastewater turning
by-products into value-added solutions, as well as hygienic solutions.
moleko
•
To be the sustainable partner of choice for essential chemistry and technical
solutions for mining and industrial applications
, flocculation and water
treatment.
Key figures
Share of Adjusted EBITDA Headcount (FTE)
1,966
20%
Tessenderlo Group 2022 annual report | 27
DYKA Group
Who are we?
DYKA Group (www.dyka.com
), which is composed of the three branded entities DYKA, BT Nyloplast,
and JDP, provides high-quality, value-added piping solutions for utilities, agricultural, building, and
civil engineering markets. We focus on achieving higher levels of customer satisfaction by offering pre-
assembled piping kits, project consultancy services, engineering support for ventilation solutions,
sewage and rainwater solutions, and siphonic roof drainage systems. We provide our solutions via our
integrated sales and support network, our manufacturing and logistics professionals, and over 70
customer-oriented branches, as well as more than 2,000 points of sale around Europe.
In an ever-changing world, we are experiencing growing needs related to urbanization, energy
challenges, climate change, the increasing scarcity or abundance of water, while at the same time
standards of safety, health, and comfort remain high. As a consequence, attenuating or infiltrating
rainwater from more frequent and heavier showers, accommodating requirements to move towards
more energy-neutral buildings, preventing leakage of valuable drinking water with better quality
piping networks, and reducing costs in complex construction value chains are just a few challenges
our customers face. These are best dealt with by applying the range of systems and services from
DYKA Group. In addition, increasingly more recycled material is being applied in the manufacturing of
our products and systems, thus improving the environmental footprint of our business. This gives new
value to both post-industrial and post-consumer plastics and consequently reduces demands on finite
resources.
Business in 2022
DYKA Group achieved very good results in the challenging year that was 2022. These results were
fueled by growth initiatives, including new product introductions and sales excellence programs
bearing fruit, alongside cost improvement projects, and strengthening the supply chain management
organization. Market demand remained healthy in most of our markets and for most of the year.
Inevitably, strong inflation and its impact on mortgage rates caused markets to show signs of calming
down towards the end of 2022. Increased raw material prices and soaring gas, electricity and fuel costs
were major drivers behind the sales price evolution throughout the year. DYKA Group continued to
successfully deal with multiple constraints, such as tight labor markets for skilled personnel and
substantially longer lead times for capex-related investments. Nonetheless, we realized above-
average growth in areas such as DYKA AIR (ventilation), prefab solutions, and in-house products for
the UK market via JDP. Last but not least, we further strengthened our position in the French market
with the acquisition of the business related to the Pipelife France site in Gaillon. As DYKA Group was
convinced of the added value of this acquisition, new investments at the Gaillon site were already
initiated prior to the successful formal transfer of the business on October 1, 2022.
Tessenderlo Group 2022 annual report | 28
Outlook for 2023
In 2023, DYKA Group expects high volatility in the building and construction markets. Although
economic forecasts are less supportive with regard to overall market developments, there remains a
strong and intrinsic demand for new housing across Europe. Combined with an increasing focus on
capital-intensive energy transition initiatives, this provides multiple opportunities for DYKA Group.
Not limited to but certainly accelerated by the capabilities of the Gaillon business, we will expand our
customer offering in both systems and services and make investments to improve the performance of
production and supply chain assets across all sites. Finally, plans are in place to increase the number
and performance of our branches aiming to deliver best-in-class customer service and make it easier
to do business with us.
Tessenderlo Group 2022 annual report | 29
Kuhlmann Europe
Who are we?
Kuhlmann Europe (www.kuhlmann-europe.com
) provides industrial and municipal markets with
coagulants and other chemicals for either the treatment of wastewater or the purification of drinking
water. We also produce industrial chemicals which are used by a broad spectrum of industries such as
the pharmaceutical industry, petrochemical, steel, and fertilizer industries. Our other chemical
products include bleach, sodium hydroxide, various grades of hydrochloric acid to meet the demands
of many markets, and calcium chloride for food and industrial applications.
We are one of Europe's leading inorganic coagulant producers, operating four production sites that
are located in Loos (France), Tessenderlo and Ham (Belgium), and Rekingen (Switzerland). We are
continuously strengthening our leadership in the manufacture of ferric coagulants, building on our
process expertise and contributing to resource conservation as a key player in the circular economy.
Furthermore, we are ideally located to supply some of the largest cities in Western Europe.
Business in 2022
Despite challenges caused by energy prices and HCl availability, Kuhlmann Europe ensured production
reliability and resilience at both the Kuhlmann Belgium and Kuhlmann France plants. This was a
strategic outcome enabling Kuhlmann Europe to continue to support the demand for inorganic
coagulants in water potabilization and in the treatment of wastewater. In addition to this, we ran
chlor-alkali production at its maximum capacity.
Outlook for 2023
We expect demand in 2023 to remain healthy across our entire product range. Given the overall
economic evolution, we are monitoring incremental logistic costs, energy costs, and raw material
costs, and we will adjust our sales price accordingly.
Tessenderlo Group 2022 annual report | 30
moleko
Who are we?
Moleko is operated by Tessenderlo Kerley, Inc. Moleko (www.moleko.com
) specializes in essential
sulfur chemistries that serve the mining and industrial markets. In the mining segment, we serve the
base and precious metals markets. In the industrial segment, we serve the water treatment, food
processing, remediation, oil and gas, pulp and paper, and tanning markets. We are committed to
providing a consultative approach using expert problem-solving to offer unique solutions to our
customers. Our team of skilled experts works collaboratively to sustainably maximize value and
explore potential new applications.
Business in 2022
In 2022, shifting market dynamics drove strong demand while increasing strains on an already tight
supply landscape. Market volatility brought disruptions in the industry including inflationary
pressures, labor shortages, and supply chain bottlenecks that resulted in significant cost increases and
raw material imbalances. We worked with our partners and were able to utilize our flexible
manufacturing and supply chain capabilities to minimize any impacts on our customers. The precious
metals market proved to be resilient, while the base metals market maintained robust levels. Despite
negative market influences, we were able to successfully manage the business while achieving growth.
Outlook for 2023
The longer-term outlook remains bullish for the markets we serve, which are coupled with the macro
drivers of sustainability for infrastructure, energy/electrification transformation, and food/water
security. We will leverage our expertise to meet the dynamically evolving needs of our partners with
innovative solutions centered on value creation. Our extensive manufacturing and supply chain
continues to be maximized to expand our product offerings leading to growth. Our technical experts
will remain committed to providing technical services that produce customized solutions that are
tailored to meet the unique needs of our diverse customer base.
Tessenderlo Group 2022 annual report | 31
Our T-Power segment
Our T-Power segment covers Tessenderlo Group’s activities in the production of electricity by means
of a combined cycle gas turbine (CCGT) with a 425 MW capacity.
Production locations
1 power plant: Tessenderlo (Belgium)
Core markets
Energy
Area of activity
Production of electricity in gas-fired power plants
Business drivers
Proper execution of the gas tolling agreement
Strategic focus
Focus on the efficiency and availability of the existing assets
Key figures
Share of Adjusted EBITDA Headcount (FTE)
38
14%
Tessenderlo Group 2022 annual report | 32
T-Power
Who are we?
T-Power was founded in 2005, with Tessenderlo Group as one of its original three shareholders. After
completion of the development program, the T-Power 425 MW gas-fired combined cycle power plant
(CCGT) located in Tessenderlo was built and commissioned in 2011. Thanks to its high efficiency &
flexibility and installation upgrades, the T-Power power plant is one of the most competitive gas-fired
power plants in Belgium and the broader interconnected electricity trading area. T-Power operates as
a project-financed Independent Power Producer and we get our revenues through a 15-year gas-to-
electricity tolling agreement with the RWE group. After several changes in shareholding over the years,
Tessenderlo Group acquired 100% of T-Power in October 2018 by purchasing the shares held by the
remaining shareholders.
Business in 2022
The T-Power plant guaranteed a reliable running regime in 2022. Throughout the year, the plant
maintained its excellent availability and health and safety performance.
Following the second capacity remuneration mechanism (CRM) auction for the 2026-2027 delivery
year by the system operator Elia in the fourth quarter of 2022, no additional volume was required to
guarantee the security of supply. As a result, Tessenderlo Group will delay the decision to build its new
900 MW gas-fired power station. The renewed environmental permit was granted in September 2022.
Outlook for 2023
In 2023, T-Power will continue to focus further on the efficiency, flexibility, and availability of the
existing assets.
T-Power will continue to investigate the upgrade of the gas turbine that will result in higher efficiency
and electrical output post-2026.
Tessenderlo Group will continue to closely monitor the evolution of the electricity market in Europe.
Based on the existing available production capacity and the expected evolution of electricity demand
in Belgium, the group confirms its engagement to provide technology for high-tech, controllable
capacity in the energy transition.
Tessenderlo Group 2022 annual report | 33
Information for shareholders
Investor relations
Tessenderlo Group strives to provide accurate, qualitative and timely information to the global
financial community. In order to discuss the group’s results and future developments, Tessenderlo
Group organizes conference calls to present and discuss the half-year and annual results.
Analyst coverage
At the end of 2022, Tessenderlo Group was covered by 5 sell-side analysts (for more information
please visit www.tessenderlo.com
).
Shareholder structure
On December 31, 2022, the shareholder structure of Tessenderlo Group was as follows:
Shareholder Number of shares Number of voting rights % voting rights
Verbrugge nv
(controlled by Picanol nv)
21,860,003 41,992,812 63.36%
Oostiep Group bv (formerly
named Symphony Mills nv)
2,607,200 5,139,400 7.75%
Norges Bank
1,287,899
1,287,899
1.94%
Carmignac Gestion SA
903,687
903,687
1.36%
Dimensional Fund Advisors L.P.
891,022
891,022
1.34%
Own shares
31,503
43,398
0.07%
Other
15,573,665
16,020,508
24.17%
Total
43,154,979
66,278,726
100.00%
Verbrugge nv is controlled by Picanol nv, which in turn is controlled by Oostiep Group bv, which is
controlled by Mr. Luc Tack.
On December 31, 2022, there were no warrants outstanding. The total number of shares constituting
the issued capital of Tessenderlo Group nv is 43,154,979. In accordance with article 7:53 of the Belgian
Code of Companies and Associations, the extraordinary meeting of shareholders of July 10, 2019,
decided to introduce a loyalty voting right for each fully paid-up share that has continuously been
registered in the share register on the name of the same shareholder for at least two years. The
number of voting rights attached to the outstanding shares on December 31, 2022, is 66,278,726, of
which 43,398 voting rights, attached to the treasury shares of Tessenderlo Group nv, are suspended
in accordance with article 7:217, §1, second paragraph of the Belgian Companies and associations
code.
Tessenderlo Group 2022 annual report | 34
Tessenderlo group share
Tessenderlo Group shares are listed on the Euronext Brussels Stock Exchange under the code TESB.
They are traded on the continuous market and are included in the following indexes: BEL Mid and
Next 150.
Share price performance
The Tessenderlo Group nv share closed at 33.35 EUR on the last trading day of the year (2021: 33.35
EUR) while the BEL 20 index decreased by -14.1% and the European Chemicals index SX4P decreased
by -16.5%. The share reached its year-high closing price of 36.45 EUR on January 17, 2022. The year-
low closing price of 29.05 EUR was reached on June 20, 2022.
Dividend policy
The Board of Directors will propose to the shareholders, at the annual shareholders’ meeting of May
9, 2023, to approve a dividend distribution of 64.1 million EUR or a dividend per share of 0.75 EUR.
The dividend has not been accounted for. The policy going forward will be to distribute a dividend of
between 7 and 15% of the annual Adjusted EBITDA, taking into account the cash availability and the
short-term cash needs.
Financial calendar
• Annual shareholder’s meeting May 9, 2023
• Half year 2023 results August 24, 2023
Management will continue to interact with investors and analysts in order to address strategic themes
and discuss the progress towards the group’s long-term ambitions.
Full financial and non-financial information regarding Tessenderlo Group is available on the website
www.tessenderlo.com. Anyone wishing to receive Tessenderlo Group press releases by e-mail may
register on the mailing list on the website.
The
Tessenderlo Group share price is published on www.tessenderlo.com and on the Euronext
Brussels website www.euronext.com.
Contact for investor relations
Mr. Kurt Dejonckheere
Investor Relations
Tel: +32 2 639 1841
E-mail: kurt.dejonckheere@tessenderlo.com
Tessenderlo Group 2022 annual report | 35
Tessenderlo Group 2022 annual report | 36
Business progress
Group performance
2022 revenue increased by +24.3% (or by +19.7% when excluding the foreign exchange effect). The
revenue of all four segments increased, when excluding the foreign exchange effect (Agro: +22.6%,
Industrial Solutions: +19.7%, Bio-valorization: +17.0% and T-Power: +13.1%).
The 2022 Adjusted EBITDA amounts to 434.8 million EUR, compared to 354.2 million EUR in 2021
(+22.7%). When excluding the foreign exchange effect, the Adjusted EBITDA has increased by +57.1
million EUR compared to 2021 (+16.1%). The positive foreign exchange effect of +23.5 million EUR is
mainly caused by the strengthening of the USD compared to one year ago (average EUR/USD rate of
1.05 in 2022 versus 1.18 in 2021). The Adjusted EBITDA of all four segments increased: Agro (+7.4%),
Bio-valorization (+36.7%), Industrial Solutions (+9.7%) and T-Power (+19.1%).
The 2022 profit amounts to 226.8 million EUR compared to 188.3 million EUR in 2021. The profit (+) /
loss (-) was impacted by exchange gains and losses, mainly on non-hedged intercompany loans and
cash and cash equivalents in USD. Excluding these exchange gains and losses, the profit (+) / loss (-)
for 2022 would have amounted to approximately 221 million EUR, while the 2021 result would have
amounted to approximately 173 million EUR.
The 2022 profit was also impacted by a loss of -12.0 million EUR recognized in EBIT adjusting items,
which includes a settlement loss of the UK pension plan (-7.3 million EUR) and an impairment loss
recognized on T-Power assets (-37.6 million EUR). These were partially offset by the positive
contribution of the electricity purchase agreement (+21.1 million EUR).
The 2022 operational free cash flow amounts to 156.6 million EUR, compared to 188.9 million EUR in
2021. This decrease, despite the increase of the Adjusted EBITDA (+80.6 million EUR), can be explained
by higher capital expenditure (-17.4 million EUR compared to 2021) and higher working capital needs
(-164.8 million EUR in 2022 compared to -69.4 million EUR in 2021), mainly linked to higher raw
material costs, which led to a higher inventory valuation, and an increase of trade receivables
following higher sales prices.
As per year-end 2022, the group net financial debt amounts to 59.5 million EUR, which implies a
leverage of 0.1x (2021: 74.8 million EUR or a leverage of 0.2x).
Short-term borrowings for 56.2 million EUR and 209.3 million EUR long-term borrowings are partially
compensated by cash and cash equivalents (156.1 million EUR) and long term investments (long-term
bank deposits for an amount of 50.0 million EUR, with maturity date in 2024). Excluding the IFRS 16
lease liabilities, group net financial debt would have amounted to 7.3 million EUR compared to 20.8
million EUR as per year-end 2021.
In 2022, a bond, issued in 2015, with a maturity of 7 years was reimbursed (165.5 million EUR). Also
in 2022, the group agreed two term loan credit facilities for 30.0 million EUR each, with a maturity of
7 years (started in April 2022) and a maturity of 5 years (starting August 2022) respectively. These
loans, with quarterly capital reimbursements, have a fixed interest rate of 1.17% and 0.94%
respectively, and contain no financial covenants. Both transactions will further reduce the liquidity
risk as well as the interest costs of the group.
Tessenderlo Group 2022 annual report | 37
Reported operating segment performance
Agro revenue increased by +22.6% in 2022, when excluding the foreign exchange effect. 1H22 revenue
increased by +38.6%, when excluding the foreign exchange effect, thanks to an increase of sales prices,
implemented in 2021 and 1H22 to compensate the higher raw material, energy and transportation
costs. 2H22 revenue only increased by +6.8% as 2H21 was already impacted by higher sales prices,
while these historical high prices also negatively impacted demand. 2022 revenue was also positively
impacted by the organic agricultural solutions revenue contributed by the business unit Violleau.
When excluding the foreign exchange effect, the Agro Adjusted EBITDA increased by +7.4% compared
to prior year. The 1H22 Adjusted EBITDA increased by +49.6% thanks to favorable market
circumstances within Crop Vitality, Tessenderlo Kerley International and NovaSource. Lower sales
volumes, cost increases which got fully reflected in the cost of goods sold, as well as inventory write-
offs (-7 million EUR), led to a lower 2H22 Adjusted EBITDA (-36.5%). An increase of the NovaSource
Adjusted EBITDA was more than offset by the decrease of Crop Vitality and Tessenderlo Kerley
International.
With effect from 2022, Violleau (organic agricultural solutions) is included in the Agro segment,
however its contribution to the results is not considered to be significant.
The revenue of Bio-valorization increased by +19.7% (1H22: +22.7%; 2H22: +17.0%) when excluding
the foreign exchange effect, mainly thanks to an improved product mix and market prices for fats and
proteins that increased substantially. Sales prices for gelatin products were increased in 2022 to
compensate the higher raw material, energy, and transportation costs.
The 2022 Bio-valorization Adjusted EBITDA increased compared to prior year by +36.7% (when
excluding the foreign exchange effect), thanks to favorable market circumstances for fats, proteins
and gelatin products (which mainly had a positive impact in 2H22).
Industrial Solutions revenue, when excluding the foreign exchange effect, increased by +17.0% in 2022
(1H22: +19.3%; 2H22: +14.7%), mainly thanks to DYKA Group, where revenue was positively impacted
by an improved product mix, the fourth quarter contribution of the newly acquired production plant
in Gaillon (France), and increased sales prices implemented to compensate the higher raw material,
energy and transportation costs. The revenue of both moleko and Kuhlmann Europe also increased in
2022, thanks to favorable market circumstances.
The Adjusted EBITDA of Industrial Solutions increased by +9.7% to 85.1 million EUR (1H22: +12.9%;
2H22: +5.7%), when excluding the foreign exchange effect. The 1H22 Adjusted EBITDA of DYKA Group
was positively impacted by an improved product mix, a further increase of production efficiency based
on investments made, and timely pricing management to offset the significant increases of
transportation expenses and raw material and energy costs (which were not yet fully reflected in the
cost of goods sold in 1H22). These positive effects were more than offset in 2H22 due to more
challenging market circumstances. The Adjusted EBITDA of moleko decreased in 2022, impacted by
the expiration of the customer agreement with Barrick Gold, while the Adjusted EBITDA of Kuhlmann
Europe increased, thanks to favorable market circumstances.
Tessenderlo Group 2022 annual report | 38
The revenue of T-Power, fulfilling all its tolling agreement requirements, increased to 80.6 million EUR,
while the Adjusted EBITDA increased to 62.2 million EUR. The 2022 results were positively influenced
by contractual impacts, including indexation and efficiency payments linked to gas prices, while 2021
also included development expenses for the intended construction of a second gas-fired power station
in the Belgian municipality of Tessenderlo.
The 2022 EBIT of T-Power was negatively impacted by an impairment loss of -37.6 million EUR, which
was recognized within EBIT Adjusting items. The recoverable amount of the cash-generating unit T-
Power (240.0 million EUR) was determined based upon the value in use calculation. The value in use
calculation as per year-end 2022 was negatively impacted by a higher weighted average cost of capital
(9.6% as per December 31, 2022 compared to 7.0% at the moment of acquisition in 2018) as well as
by lower forecasted future cash flows. The cash flows till June 2026 are secured through the tolling
agreement with RWE, while the cashflows after June 2026 are more uncertain based on current
forward-looking assumptions, which are impacted by adverse impacts of economic and competitive
factors. As a result, the carrying amount of the T-Power cash-generating unit exceeded its recoverable
amount and an impairment loss of -37.6 million EUR was recognized.
Tessenderlo Group 2022 annual report | 39
Risk analysis
Analysis of the major risks for Tessenderlo Group nv – 2022
The Company analyzes on a regular basis the risks related to its activities worldwide. The Group Risk
Manager coordinates the analysis and reports the various risks on the Group's radar to the Audit
Committee annually. Each year, all business units are requested to identify and evaluate the significant
risks related to their business units.
In 2022, the group focused on the following activities:
• Ethics and Compliance
• Health and Safety
• Cybersecurity
• (Limited) Availability of energy and volatility of energy prices
• The risks associated with climate change
• Sustainability
• Operational and supply chain risks and price volatility
Ethics and compliance
Risks can arise from potential failure to comply with the Code of Conduct of Tessenderlo Group nv and
the supporting internal procedures, as well as from changes to and application of the laws and
regulations in the various jurisdictions in which Tessenderlo Group nv operates.
Tessenderlo Group has a Code of Conduct that is regularly updated and supplemented with more
specific guidelines. The Code of Conduct includes a possibility to report rule violations to the
hierarchical superior and, if necessary, the Compliance Officer.
In order to manage the risk, training is organized worldwide on the application of the Code of Conduct,
handling of confidential information and compliance with competition rules.
Within the Company there is also a Compliance Committee, which devotes itself to coordinating
compliance activities within the group, defining procedures and various training programs organized
for the group.
In 2022, the Compliance Committee focused on reviewing and updating the existing compliance
procedures and codes and the development and implementation of various training programs related
to the following compliance areas: Anti-trust, Intellectual Property and handling confidential
information, anti-bribery and corruption and the internal Code of Conduct.
Safety
Safety at the workplace
A safety event which impacts the employees, sites, assets, environment or critical information could
have negative consequences for the Company. In order to manage and prevent risks, Tessenderlo
Group has a strict safety policy in order to protect the employees.
In order to guarantee a limitation of the safety risks there are various initiatives on local and site level,
and on group level there is a Group Safety Working Group which primarily aims to evaluate and
coordinate the various actions within the Company.
It is the culture of the company to put safety in the workplace first and make each individual
responsible for it.
Tessenderlo Group 2022 annual report | 40
Safety performance results are monitored on a monthly basis by the ExCom and workplace inspections
are carried out on a regular basis by the different management teams.
Cybersecurity
In the Company there is a data protection policy in order to protect sensitive and confidential
information within the group and programs are set up in order to manage security risks with regard
to ICT and enhance cybersecurity within the group. A major cyberattack could have a negative impact
on the Company's operations and results. Therefore, within Tessenderlo Group, cyber defenses
continue to improve to cope with the developments in cyberattacks. Within the group, security risk
management is carried out as follows:
• The group employs several specialists to monitor cybersecurity.
• External experts carry out independent assessments of the risks. Based on this analysis, a plan
is developed to better protect the company against cyberattacks.
In 2022:
• End-user safety training remains mandatory for all employees. To increase employee
awareness, cybersecurity tips are published regularly and simulations of various phishing
campaigns are carried out.
• The company has acquired several ICT tools that allow us to increase the cybersecurity of the
group's systems.
• The cybersecurity team was reinforced with additional security specialists.
• Tessenderlo Group continues to improve its cybersecurity strategy and management, to further
develop its corporate information security program, and to investigate other
functions/opportunities to improve the company's security status and response to
cyberattacks.
Operational and supply chain risks
Industrial safety
A major accident such as fire, explosion or release of harmful substances may result in possible
fatalities, life-altering injuries, harm to the environment or local communities. As explained
hereabove, safety on the workplace is a top priority within the group. The group also has an insurance
program to limit the financial impact of the risks.
Transport accidents
An accident with chemical substances may result in risk of injuries to neighbors or the public. Within
the Company there are various transport safety programs in order to reinforce prevention and safety.
Furthermore, the group has an insurance program to limit the financial consequences of the risks on
transport accidents.
Usage of Tessenderlo Group products
The usage risk stems from the possibility of third parties being injured, suffering an adverse health
impact or property damage caused by the use of a Tessenderlo Group product or the inappropriate
use of some Tessenderlo Group products for applications and/or markets for which the product is not
designed or not in accordance with Tessenderlo Group’s instructions for use.
Possible consequences are exposure to liability for injury or damage and product recalls. Product
liability risk is the highest for products used in crop protection, food and healthcare applications.
Apart from the various measures taken in order to inform third parties on the specifications and use
of the product and to regularly assess and adjust product risks in line with regulations, the group has
an insurance program in order to limit the financial impact of product liability risk.
Tessenderlo Group 2022 annual report | 41
Market risk and strategic risks
Volatility of certain raw materials and logistics costs
The Company is particularly sensitive to the fluctuations of the following raw materials: ammonia,
potassium chloride and sulfur for the production of fertilizers, polyvinyl chloride for the production of
plastic piping systems and pig and beef bones and hides for the gelatin production, and sensitive to
the evolution of logistic costs.
The group's most important purchase contracts are centralized at group or business unit level. This
method allows the Company to strengthen its negotiating position. To the extent possible, price
fluctuations are, where possible, translated into its sales prices of the products.
Moreover, in 2022, the company successfully entered into contracts with quarterly price adjustments
based on agreed indices to manage price volatility.
(Limited) Availability of energy and volatile energy prices
The company’s results may be impacted by volatile energy prices and by no or limited availability to
energy.
These issues mostly affect the group’s European companies.
In 2022, this risk was managed through the following activities:
• Closely monitoring of energy markets by the Group Energy Team.
• Developing a business continuity plan.
• Requiring a minimum delivery rate or consumption per hour.
• Using and adapting different energy sources to a particular process in the event of limited or no
availability of energy.
• Analysing and developing programs which will enable the transition from fossil fuels to
hydrogen or electricity.
• Implementing a fail-safe protocol to avoid safety incidents in the event of breakdowns.
The Company is often active in markets and activities that are highly regulated by, among other things,
strict rules and environmental provisions.
The Company cannot guarantee that in the future there will be no sudden or significant changes to,
on the one hand, existing laws or regulations or, on the other hand, to trends where environmental
awareness and sustainability requirements are central. Our Stakeholders may find that the Company
and its subsidiaries have not responded adequately to these trends and that this may consequently
have an impact on our business and financial results. These changes and the costs of adapting to them
could have a significant impact on the activities.
The Company ensures that, in the case of new investments or expansions, it always takes into account
the impact on the environment and the sustainability of the solution in the long term in its decision.
Moreover, with its activities in the Bio-valorization and Industrial Solutions segments, Tessenderlo
Group plays in a closed loop model by reusing and valorizing different sources of raw materials.
Tessenderlo Group plays an important role in the transition to a low-carbon future. We do this with
materials that respond to global trends of clean air and e-mobility, while our closed loop model
conserves resources.
Tessenderlo Group 2022 annual report | 42
Other risks
Climate change
Particularly in the Agro and the Industrial Solutions segments, exceptional weather conditions, such
as sustained heat waves, flooding or natural disasters can have an important impact on the
operational results.
Risks associated with climate change are increasing in frequency and severity, inducing challenges
with rising input costs (energy, water, and materials…) and ultimately risks for our assets. This trend
requires a more comprehensive approach to managing the risks relevant to the changing environment
in which the company operates and which ensures our stakeholders that our future growth is
sustainable.
In 2022, a third party expert, specialized in climate risk, conducted a detailed assessment of the various
production plants and storage locations operated by the group, as well of some key industrial locations
of major suppliers and customers. This assessment was done in accordance with the scenarios
developed by the Intergovernmental Panel on Climate Change/United Nations (IPCC), whereby two
scenarios (RCP 4.5 and RCP 8.5) and two horizons (2030-2050) versus baseline 2022 were withheld.
The results of this study are included in the sustainability report.
Risk of an outbreak of an epidemic with a wide geographical scope or pandemic
Due to its global presence, the group may be subject to the consequences of the local or worldwide
spread of viruses that pose a risk to public health and may be serious and unexpected. Such outbreaks
may have an impact on social life and the economy.
In 2021 and 2022 several continuity plans were updated to avoid any disruption of the supply chain
due to the pandemic or any other crisis situation.
Political risk
The current conflict in Ukraine and the subsequent economic and financial sanctions imposed could
negatively affect the supply of MOP (muriate of potash). MOP is the key raw material used for the
production of SOP (sulfate of potash) fertilizers that are produced at Tessenderlo Kerley Ham
(Belgium), within the Tessenderlo Group Agro segment. Tessenderlo Group sourced MOP from Russia
and Belarus before the introduction of sanctions.
In 2022, the supply of MOP was provided by alternative sources, while also the production capacity
was adjusted.
Tessenderlo Group 2022 annual report | 43
Analysis of the financial risks
1
Foreign currency risk
The group is exposed to fluctuations in exchange rates which may lead to profit or loss in currency
transactions. The group’s assets, earnings and cash flows are influenced by movements in foreign
exchange rates. More in particular, the group incurs foreign currency risks on, amongst others, sales,
purchases, investments and borrowings that are denominated in a currency other than the group’s
functional currency. The currency giving rise to this risk is primarily the USD (US dollar). Movements
in foreign currency therefore may adversely affect the group’s business, results of operation or
financial condition.
Subsidiaries are required to submit information on their net foreign exchange positions when invoiced
(customers, suppliers) to Tessenderlo Group nv, the parent company. All the positions are netted at
the level of Tessenderlo Group nv and the net positions (long/short) are then sold or bought on the
market. The main management tools are the spot purchases and sales of currencies followed by
currency swaps.
Group borrowings are generally carried out by the group’s holding and finance companies, which
make the proceeds of these borrowings available to the operating entities. In principle, operating
entities are financed in their functional currency. The group does not use currency swaps to hedge
intragroup loans.
In emerging countries, it is not always possible to borrow in local currency because local financial
markets are too narrow, funds are not available or because the financial conditions are too onerous.
Those amounts are relatively small for the group.
Credit risk
The group is subject to the risk that the counterparties with whom it conducts its business (in
particular its customers) and who have to make payments to the group, are unable to make such
payments in a timely manner or at all. In order to manage its credit exposure, a credit committee per
business unit has been created to determine a credit policy with credit limit requests, approval
procedures, continuous monitoring of the credit exposure and dunning procedure in case of delays.
The group has moreover globally elaborated a credit insurance program to protect accounts
receivable from third party customers against non-payment. Every legal entity of the group is
participating to this program and the insurance is provided by highly top rated international credit
insurance companies. A large majority of the receivables (around 95%) is covered under this group
credit insurance program. The contract protects the insured activities against non-payment with a
deductible of 10% and foresees an indemnification cap at group level. The program foresees a pay-
out of the insured claims within 6 months after due date.
The group has no significant concentration of credit risk. However, there can be no assurance that the
group will be able to limit its potential loss of proceeds from counterparties who are unable to pay in
a timely manner or at all. The liquidities available at year-end are deposited for a short term at highly
rated international banks.
The maximum exposure to credit risk amounts to 643.8 million EUR as per December 31, 2022 (2021:
726.1 million EUR). This amount consists of current and non-current trade and other receivables
(427.4 million EUR), the loans granted (9.7 million EUR), long term investments (50.0 million EUR),
current derivative financial instruments (0.6 million EUR) and cash and cash equivalents (156.1 million
EUR).
1
For a more detailed overview of the financial risks related to the situation in 2022 and the Tessenderlo Group policy regarding the
management of such risks, please see the Financial Instruments section in the Financial Report (note 26 - Financial instruments).
Tessenderlo Group 2022 annual report | 44
Interest risk
Changes in interest rates may cause variations in interest income and expenses resulting from interest-
bearing assets and liabilities. In addition, they may affect the market value of certain financial assets,
liabilities and instruments.
At the reporting date, the group’s interest-bearing financial instruments were:
(Million EUR)
2022 2021
Fixed rate instruments
Cash and cash equivalents
92.0
159.8
Short term investments - 10.0
Long term investments
50.0
-
Loans and borrowings
175.4
288.5
Variable rate instruments
Cash and cash equivalents
64.1
160.4
Loans and borrowings
90.1
116.5
Bank overdrafts 0.1 0.1
The loans and borrowings with a variable rate mainly relate to the long-term facility loan of T-Power
nv. The decrease compared to prior year can be explained by the yearly reimbursement (25.7 million
EUR). The remaining outstanding capital of the T-Power nv long term facility loan amounts to 90.1
million EUR as per December 31, 2022 (2021: 115.8 million EUR). Approximately 80% of the loan is
hedged through a series of forward rate agreements (the EURIBOR was fixed at 5.6% per annum).
Movements in interest rates would therefore not have a significant impact on the group’s cash flow
or result.
The decrease in loans and borrowings with a fixed rate can be mainly explained by the repayment of
the “2022 bond” in 2022 for an amount of 165.5 million EUR, partially compensated by two new loans
within Tessenderlo Group nv (30.0 million EUR each).
Liquidity risk
Liquidity risk is defined as the risk that a company may have insufficient resources to fulfill its financial
obligations at any time. Failure to meet financial obligations can result in significantly higher costs,
and it can negatively affect reputation.
Liquidity risk for the group is monitored through the group’s corporate treasury department which
tracks the development of the actual cash flow position of the group and uses input from subsidiaries
to project short and long-term forecasts in order to adapt financial means to forecasted needs. Surplus
cash is invested in deposits with appropriate maturities to ensure sufficient liquidity is available to
meet liabilities when due.
The group limits the liquidity risk through a series of actions:
• a factoring program, set up at the end of 2009, and which was put on hold since 2015.
• a Belgian commercial paper program of maximum 200.0 million EUR (no amount outstanding
as per December 31, 2022, nor at December 31, 2021).
• committed bi-lateral agreements, which have been renewed in 2022 to a total amount of 250.0
million EUR (2021: 142.5 million EUR), while the term has been extended till July 2027. These
committed bi-lateral agreements have no financial covenants and ensure maximum flexibility
for the different activities. As per December 31, 2022, none of these credit lines were used.
• 2 new credit facilities have been drawn in 2022, each of 30.0 million EUR, with a maturity of 5
years (February 2027) and 7 years (April 2029). These loans contain no financial covenants.
Tessenderlo Group 2022 annual report | 45
Corporate Governance statement
Transparent management
Tessenderlo Group nv follows the Belgian legislation as reference code for Corporate Governance. In
case that the Company does not comply with one or more provisions of this code, it shall indicate with
which provision it is not complying and give justified reasons for this deviation. The Belgian Corporate
Governance Code is available at: https://corporategovernancecommittee.be/en
.
The Company’s adherence to the principles of Corporate Governance is reflected in the Corporate
Governance Charter (hereinafter referred to as the “Charter”). The Charter is available at
https://www.tessenderlo.com/en/about-us/corporate-governance/corporate-governance-charter
.
On October 27, 2020, the Board of Directors of the Company approved the new changes of the
Corporate Governance Charter following the conversion of the European Shareholders’ Directive II
(SRDII) in the Belgian Code of Companies and Associations (‘BCCA’).
Capital & shares
Capital
The share capital of Tessenderlo Group nv at December 31, 2022, amounts to 216,231,862.15 EUR.
Shares
The share capital at December 31, 2022, is represented by 43,154,979 shares without par value,
entitling the shareholder to one vote per share.
By decision of the company's extraordinary general meeting of shareholders on July 10, 2019, the
loyalty voting right was introduced. As a consequence, every fully paid-up share that has been
continuously registered in the name of the same shareholder in the register of registered shares for
at least two years entitles the shareholder to a double vote in accordance with the BCCA. All
Tessenderlo Group nv’s shares are admitted for listing and trading on Euronext Brussels.
Pursuant to the decision of the extraordinary general meeting of June 6, 2017, the Board of Directors
is authorized, for a period of 5 years from the publication of the authorization in the Annex of the
Belgian Official Gazette, to repurchase, in accordance with the conditions set by law, the company’s
shares, profit-sharing certificates or certificates relating thereto for the account of the company,
taking into account the conditions as determined during the extraordinary general meeting of June 6,
2017. The authorization to acquire securities granted at the extraordinary general meeting held on
June 6, 2017 expired on June 25, 2022.
Pursuant to this decision the Board of Directors at its meeting on August 25, 2020, approved the
proposal to purchase own shares up to a maximum amount of 5 million EUR during a period starting
on September 14, 2020 and ending on April 30, 2022.
At the meeting of the Board of Directors on July 7, 2021, the proposal to purchase own shares up to a
maximum amount of EUR 25 million during a period ending on October 27, 2021 was approved. This
buy-back program that closed on October 27, 2021, has not resulted in effective purchases.
Tessenderlo Group 2022 annual report | 46
At its meeting on October 27, 2021, the Board of Directors renewed the approval to purchase own
shares up to a maximum amount of 5 million EUR. The share buy-back is intended to provide for the
pay out in shares of the Long Term Incentive plan. This authorization ends on the next general meeting
of May 10, 2022.
Pursuant to the resolution of the extraordinary general meeting held on May 10, 2022, the Board of
Directors is authorized, subject to the conditions laid down by law, for a period of five years from the
publication of the authorization resolution in the Annexes to the Belgian State Gazette, to acquire own
shares, profit-sharing certificates or certificates relating thereto on behalf of the company subject to
the conditions laid down at the extraordinary general meeting held on May 10, 2022. This
authorization is valid until May 19, 2027.
At its meeting held on December 20, 2022, the Board of Directors approved the buy-back of its own
shares for a maximum amount of 20 million EUR. This authorization is valid until March 31, 2023.
The company owned on December 31, 2022, in total 31,503 company’s shares or 0.07% of the total
amount of issued shares (being 43,154,979).
Voluntary and conditional public offer of exchange for all shares issued by
Picanol nv
On July 8, 2022, Tessenderlo Group and Picanol Group issued a joint press release announcing their
intention to simplify the group structure of both companies and combine their activities.
In this context, Tessenderlo Group nv issued a voluntary and conditional public offer of exchange for
all shares issued by Picanol Group. More specifically, all Picanol Group shareholders have been offered
the possibility to exchange their Picanol Group shares for new shares in Tessenderlo Group. The
exchange ratio was 2.36 new Tessenderlo Group shares per contributed Picanol Group share.
The initial acceptance period of the exchange offer commenced on November 2, 2022, and ended on
December 14, 2022. Given that Tessenderlo Group nv held more than 90% of the shares in Picanol
Group after expiry of the initial acceptance period of the exchange offer, Tessenderlo Group nv
reopened a mandatory acceptance period for the exchange offer on January 2, 2023. This additional
acceptance period ended on January 20, 2023. During this reopening, an additional 255,735 Picanol
Group shares were contributed to the exchange offer. Consequently, Tessenderlo Group nv held
99.32% of the shares in Picanol Group.
Given that Tessenderlo Group nv now held over 95% of the shares in Picanol Group and had acquired
at least 90% of the shares subject to the exchange offer, Tessenderlo Group nv was able to oblige the
remaining Picanol shareholders to exchange their shares at the offered price. For that reason,
Tessenderlo Group nv therefore decided to proceed with a final reopening of the exchange offer for
acceptance.
Tessenderlo Group nv reopened the final acceptance period for the exchange offer on February 13,
2023, and this ended on March 3, 2023.
The results of the final acceptance period were announced on March 10, 2023 and Tessenderlo Group
nv now holds 100% of the shares in Picanol Group. The payment of the bid price consisting of the new
shares in Tessenderlo Group nv and compensation for the fractions of the new shares in cash took
place on March 17, 2023.
On March 3, 2023, Euronext proceeded to delist Picanol Group after market close.
Tessenderlo Group 2022 annual report | 47
Shareholders & shareholders structure
Based on transparency notifications received by the company, the company's shareholding and voting
rights as of December 31, 2022, were as follows:
Shareholder
Number of shares
Number of voting rights
% voting rights
Verbrugge nv
(controlled by Picanol nv)
21,860,003 41,992,812 63.40%
Oostiep Group bv
2,607,200
5,139,400
7.76%
Norges Bank
1,287,899
1,287,899
1.94%
Carmignac Gestion SA
903,687
903,687
1.36%
Dimensional Fund Advisors L.P.
891,022
891,022
1.35%
Own shares
31,503
0
0.00%
Other
15,573,665
16,020,508
24.19%
Total
43,154,979
66,235,328
100.00%
Verbrugge nv is controlled by Picanol nv, which in turn is controlled by Oostiep Group bv, which is
controlled by Mr. Luc Tack.
Mr. Luc Tack, Mr. Patrick Steverlynck and Manuco International nv (the company through which
Patrick Steverlynck holds his shares in Tessenderlo Group nv) entered into a shareholder agreement
on July 7, 2022, with regard to the shares in Tessenderlo Group nv held directly or indirectly by the
aforementioned parties following the closing of the exchange offer. This shareholder agreement is in
place, as of January 1, 2022, for a period of 10 years. It will automatically renewed for another period
of 10 years thereafter, unless one or more of the parties give notice of termination to the other parties
no later than one year before the termination of the initial or applicable renewal period.
In the shareholder agreement, the parties agreed on a number of transfer restrictions (in the form of
a standstill, pre-emption right, tag-along right and tracking obligation) as well as put and call options
with regard to the shares held of the Company. Also, Manuco International nv is entitled to propose
a candidate for one member in the Board of Directors of Tessenderlo Group nv, without impacting the
governance structure of Tessenderlo Group nv.
Shareholders whose participation in the capital of Tessenderlo Group nv exceeds the threshold of 1%,
3%, 5%, 7.5% and any multiple of 5%, up or down, are obliged to report this to the Belgian Financial
Services and Markets Authority (FSMA) (TRP.Fin@fsma.be
) and Tessenderlo Group nv
(kurt.dejonckheere@tessenderlo.com).
Tessenderlo Group 2022 annual report | 48
Governance structure
The Company has opted for the monistic structure with a Board of Directors authorized to carry out
all acts necessary or useful for the realization of the Company’s objective, with the exception of those
reserved by law to the general shareholders’ meeting.
Board of directors
Composition
At December 31, 2022, the composition of the Board of Directors of Tessenderlo Group nv was as
follows:
Start of initial term
End of term
Non-Executive Directors
Mr. Karel Vinck
March 17, 2005
May 9, 2023
Independent Non-Executive Directors
Management Deprez bv represented by its
permanent representative Mrs. Veerle Deprez
June 6, 2017 May 13, 2025
ANBA bv represented by its permanent
representative Mrs. Anne-Marie Baeyaert
June 6, 2017 May 13, 2025
Mr. Wouter De Geest
11 May 2021
May 9, 2023
Executive Directors
Mr. Luc Tack
November 13, 2013
May 9, 2023
Mr. Stefaan Haspeslagh – Chairman
November 13, 2013
May 12, 2026
The composition of the Board of Directors fulfils the objective of assembling complementary skills in
terms of age, competencies, experience, and business knowledge.
On December 31, 2022, the Board of Directors was in full compliance with the Law of July 28, 2011,
requiring that as of January 1, 2017, one-third of the members of the Board of Directors should be of
a different gender. All meetings of the Board of Directors were attended by the Secretary of the Board
of Directors and the Vice President Finance and Investor Relations.
Tessenderlo Group 2022 annual report | 49
Activities
The Board of Directors convened according to a previously determined schedule. The Board of
Directors met twelve (12) times during 2022.
During 2022, the Board’s main areas of discussion, review and decision were:
•
the group’s long-term strategy;
•
the financial statements and the report;
•
the 2022 budget and approval of the 2023 budget;
•
the financial communication and reporting by segment;
•
proposals to the general and extraordinary shareholders’ meeting;
•
the approval of the proposal to (re)appoint directors, the chairman of the Board of Directors
and to (re)appoint the auditor;
•
the remuneration policy and the remuneration of the members of the Executive Committee
members and directors (the decision not to grant remuneration in the form of shares for the
Non-Executive directors and the ExCom for 2022, and the decision not to fix a minimum
threshold of the amount of shares held by the ExCom for 2022);
•
the effectiveness of the Enterprise Risk Management;
•
the approval of various commercial agreements;
•
approval of important contracts, various new investments and acquisitions;
•
the related party transaction procedure;
•
approval of the launch of the voluntary and conditional public exchange offer for all of Picanol’s
shares and establishment of the exchange ratio;
•
the approval of the prospectus and the exemption document of the public exchange offer for
all shares of Picanol Group;
•
the approval of the proposals to repurchase own shares.
Evaluation of the Board of Directors
Evaluations of the functioning of the Board of Directors, the Nomination and Remuneration
Committee and the Audit Committee are performed periodically. In the context of such evaluations,
the members can give a scoring (from 1-5) on different subjects relating to the board and committee
functioning and can share their views on areas for improvement.
Such evaluations are performed through the use of a self-assessment questionnaire developed by the
Secretary of the Board of Directors. The exercise focuses primarily on the following domains: role,
responsibilities and the composition of the Board of Directors and the committees, the interactions
between Directors, the conduct of the meetings and evaluation of the training and resources used by
the Board of Directors and/or the committees.
Where appropriate, the individual Directors also share their view on how the Board of Directors and
the committees could improve their operation. The Chairman and the Secretary of the Board of
Directors share the results of the evaluation with the Directors and formulate initiatives for
improvement. The assessment of the Board of Directors was conducted in 2019 and of the committees
in 2020 and will be performed again in 2023 and 2024, respectively.
Appointment of members of the Board of Directors
In its selection process for members of the Board, the Board integrates criteria such as variety of
competences, age and gender diversity.
Tessenderlo Group 2022 annual report | 50
Board Committees
General
As of December 31, 2022, the following committees were active within the Board of Directors of
Tessenderlo Group:
• The Nomination and Remuneration Committee
• The Audit Committee
In the context of Tessenderlo Group nv's voluntary and public exchange offer for the Picanol nv shares,
ad-hoc committees (including the committee of independent directors in the sense of article 7:97
BCCA) of the Board of Directors were convened. These ad-hoc committees took place 10 times.
Please refer to the Charter for a description of the operations of the various committees using the
following link: www.tessenderlo.com
Nomination and Remuneration Committee
On December 31, 2022, the Nomination and Remuneration Committee was constituted as follows:
• Mr. Karel Vinck (Chairman)
• Management Deprez bv represented by its permanent representative Mrs. Veerle Deprez
(independent)
• Mr Wouter De Geest (independent)
A majority of the members of the Nomination and Remuneration Committee meets the independence
criteria set forth by Article 7:87 §1 of the BCCA and the Corporate Governance Charter and the
committee demonstrates the skills and the expertise requested in matters of remuneration policies
as required by Article 7:100 of the BCCA.
The Nomination and Remuneration Committee met two (2) times in 2022.
1. Nomination and Remuneration Committee operations
In 2022, the Nomination and Remuneration Committee discussed and made recommendations on the
Executive Committee's remuneration package. The Committee made recommendations regarding the
reappointment of a director and the pay-out of the long-term incentive plan 2022-2024 for the
members of ExCom and senior management. The Committee also made recommendations with
regard to the allocation of remuneration to the Non-Executive directors in the form of shares and the
determination of a minimum threshold of shares to be held by the ExCom. The Nomination and
Remuneration Committee determined the remuneration policy and also prepared the remuneration
report, as included in the 2022 annual report.
In accordance with the Corporate Governance Charter, most of the members of the Nomination and
Remuneration Committee are independent.
2. Nomination and Remuneration Committee evaluation
More information on the evaluation process of the Nomination and Remuneration Committee can be
found in the section 'Evaluation of the Board of Directors'.
Tessenderlo Group 2022 annual report | 51
The Audit Committee
On December 31, 2022, the Audit Committee was constituted as follows:
• ANBA bv, represented by its permanent representative
Mrs. Anne-Marie Baeyaert (independent) (chair)
• Mr. Karel Vinck
• Mr. Wouter De Geest (independent)
The Audit Committee met according to a previously determined schedule; i.e. four (4) times during
2022.
The CEO, the COO-CFO, the Vice President Finance and Investor Relations, the Group Internal Auditor
as well as the statutory auditor attended the meetings of the Audit Committee. The other Directors
were invited to participate to the meetings of the Audit Committee without any voting rights.
As legally required, the Audit Committee has among its members at least one independent Director
with the necessary accounting and auditing expertise.
The members of the Audit Committee fulfil the criterion of competence with their training and by the
experience gathered during their previous functions. In compliance with the Charter, the majority of
the members are independent Directors.
1. Evaluation of the Audit Committee
For information on the evaluation process of the Audit Committee, please refer to the section
“Evaluation of the Board of Directors”.
2. Operation of the Audit Committee
In addition to monitoring the integrity of the quarterly financial statements and financial results press
releases per semester, including disclosures, consistent application of the valuation and accounting
principles, consolidation scope, closing process quality and accounting estimates, the Audit
Committee heard reports from the external auditors regarding the year-end audit scope, the internal
control system, the key audit matters and the valuation and accounting treatment of certain
exceptional items.
The Audit Committee also addressed specific topics such as the impact of the crisis in Ukraine on
supplies of raw materials from Russia and Belarus and the review of the effectiveness of the Enterprise
Risk Management program. Further, the Audit Committee reviewed the status of the major pending
litigations.
The Audit Committee also followed up on the findings and recommendations of the external auditors,
reviewed their independence and approved requests for non-audit services.
The Audit Committee also heard the Group Internal Auditor on the Internal Audit program for 2022,
the risk assessment analysis and the activity reports of the internal audits which had been carried out,
as well as on the review of the follow-up actions taken by the Company to remedy certain weaknesses
identified by the Internal Audit Department. The Audit Committee also approved the internal control
plan for the year 2023 and heard reports from the Internal Control Department on its various findings.
Tessenderlo Group 2022 annual report | 52
Attendance rate for members of the Board of Directors meetings and members of the committee
meetings in 2022:
Board of
Directors
Audit Committee
Nomination &
Remuneration
Committee
Number of meetings in 2022
12
4
2
Mr. Stefaan Haspeslagh
12/12
Mr. Luc Tack
12/12
Mr. Karel Vinck
10/12
4/4
2/2
Mr. Wouter De Geest
11/12
4/4
2/2
Management Deprez bv represented
by its permanent representative
Mrs. Veerle Deprez
12/12 2/2
ANBA bv represented by its permanent
representative Mrs. Anne-Marie Baeyaert
12/12 4/4
Executive committee (ExCom)
Roles and responsibilities
On December 31, 2022, the ExCom of Tessenderlo Group was constituted as follows:
• Mr. Luc Tack (CEO)
• Mr. Stefaan Haspeslagh, representative of Findar bv (COO-CFO)
Evaluation of the ExCom
At least once a year, the ExCom reviews its own performance.
Operation of the ExCom
The Board of Directors has empowered the ExCom to enable it to perform its responsibilities and
duties. Taking into account the Company’s values, its risk appetite and key policies, the ExCom shall
have sufficient latitude to propose and implement the corporate strategy.
The CEO chairs the ExCom and ensures its organization and proper operation. In principle, the ExCom
meets every week, and additional meetings may be convened at any time by any of its members. On
a monthly basis the ExCom meets with the company’s Business Units in order to review and discuss
the strategic decisions and the operational performance of the Business Units. A comparable
performance dialogue is organized with representatives of the supporting group functions.
Tessenderlo Group 2022 annual report | 53
The ExCom is responsible for:
• running the Company;
• overseeing the proper organization and operation of the Company, ensuring oversight of its
activities, including the introduction of internal control processes for the identification,
assessment, management and monitoring of financial and other risks;
• the appointment of senior executives of the Company and determination of the senior
executives remuneration policies*;
• the main decisions and investments involving amounts under the thresholds as defined by the
Board of Directors;
• preparing the proposals for decisions on those matters under the competence of the Board of
Directors, including the complete, timely, reliable and accurate preparation of the Company’s
annual accounts, in accordance with the applicable accounting standards and policies of the
Company, as well as the Company’s required disclosure of the financial statements and other
material financial and non-financial information;
• presenting to the Board of Directors a balanced and understandable assessment of the
Company’s financial situation;
• providing the Board of Directors in due time with all information necessary for the Board of
Directors to carry out its duties;
• executing and implementing the decisions taken by the Board of Directors.
The ExCom tasks are further described in the ExCom terms of reference as set out in Exhibit G of the
Corporate Governance Charter.
*The Senior Executives of the Company are those executives who together with the ExCom manage and determine the strategy of the
Businesses as well as the Heads of the Functional departments.
Remuneration report
The remuneration report provides an overview of how the remuneration philosophy and the policy of
Tessenderlo Group for Executive and Non-Executive Directors are reflected and how the remuneration
for Directors is determined taking into account the individual and business related performance. The
Nomination and Remuneration Committee supervises the remuneration policy and the corresponding
remuneration for Executive and Non-Executive Directors.
Board members
By decision of the General Shareholders’ Meeting of May 10, 2022, each Director receives a fixed
annual fee of 27,500 EUR. This remuneration covers the activities as member of the Board of Directors,
the Audit Committee and the Nomination and Remuneration Committee. Moreover, the following
additional fees will be granted:
• an attendance fee of 1,000 EUR per half meeting day
• an additional annual fee of 72,500 EUR for the chairman of the Board of Directors
• an additional annual fee of 3,000 EUR for the chairman of the Audit Committee
These rules apply to fees which are granted as from January 1, 2022.
Remuneration is paid during the year in which the meetings were held. The attendance fee of 1,000
EUR is also attributed to the directors who attend the meeting as invitee.
In its meeting of March 22, 2022, the Board of Directors decided not to grant remuneration in shares
for fees paid to the Non-Executive Directors for the year 2022.
Tessenderlo Group 2022 annual report | 54
Remuneration received
Member 2022 Earned fees (in EUR)
Management Deprez bv, represented
by its permanent representative Mrs.
Veerle Deprez (Independent Non-
Executive director)
Fixed annual fee
Attendance fee per half day attended
Total remuneration
27,500
23,000
50,500
ANBA bv, represented by its
permanent representative Mrs.
Anne-Marie Baeyaert (Independent
Non-Executive director)
Fixed annual fee
Additional fixed fee for Chair of AC
Attendance fee per half day attended
Total remuneration
27,500
3,000
23,000
53,500
Wouter De Geest (Independent
Non-Executive director)
Fixed annual fee
Attendance fee per half day attended
Total remuneration
27,500
22,000
49,500
Stefaan Haspeslagh
(Executive Director)
Fixed annual fee
Additional fixed annual fee for
Chairman Board
Attendance fee per half day attended
Total remuneration
27,500
72,500
15,000
115,000
Luc Tack
(Executive Director)
Fixed annual fee
Attendance fee per half day attended
Total remuneration
27,500
15,000
42,500
Karel Vinck
(Non-Executive director)
Fixed annual fee
Attendance fee per half day attended
Total remuneration
27,500
15,500
43,000
General total
354,000.00
The Company does not grant any remuneration in the form of shares to the Non-Executive Directors
for 2022, as it is of the opinion that a payment in shares does not have a positive impact on decisions
of these Directors that support the long term vision of the Company, given the presence of a reference
shareholder who aims to create sustainable value within the Company.
Tessenderlo Group 2022 annual report | 55
Executive Committee (ExCom)
The ExCom remuneration package consists of the following items:
• Fixed compensation
• Variable compensation
• Other compensation items
Each year, the Nomination and Remuneration Committee evaluates the appropriate compensation of
the ExCom. These recommendations result from objective third party market studies, to ensure the
competitiveness of the compensation packages and to stay in line with market movements.
Compensation of the COO-CFO is reviewed on an annual basis by the Nomination and Remuneration
Committee on the recommendation of the CEO, while compensation of the CEO is reviewed by the
Nomination and Remuneration Committee on the recommendation of the Chairman of the Board of
Directors.
The ExCom was composed of the following individuals in 2022:
• CEO: Luc Tack
• COO & CFO (combined position): Stefaan Haspeslagh/Findar BVBA, represented by Stefaan
Haspeslagh
Application of the Remuneration Policy 2022 – remuneration outcome
All 2022 related remuneration decisions were taken in accordance with the approved remuneration
policy. A key recommendation made to the Board of Directors by the Nomination and Remuneration
Committee was the determination of the short term incentive payouts in reference to the
performance indicators and the assessment by the Nomination and Remuneration Committee of the
ExCom’s level of performance. This resulted in a payment above target for the short term incentives
(see below). The Nomination and Remuneration Committee and the Board of Directors believe that
these short term incentives outcomes truly reflect the overall performance of the year 2022.
Tessenderlo Group 2022 annual report | 56
The remuneration earned by the ExCom team in 2022 is detailed below:
Remuneration component CEO COO & CFO
Fixed remuneration
Base salary 673,948 EUR 673,948 EUR
Pension
1
57,384 EUR
28,844 EUR
Variable remuneration
Short-term Incentive
One year variable
2
773,261 EUR 1,181,517 EUR
Long-term Incentive
Multiple year variable
3
252,731 EUR 240,094 EUR
Other benefits
4
44,915 EUR
26,547 EUR
Total remuneration 1,802,239 EUR 2,150,950 EUR
Proportion of fixed & variable remuneration
43% - 57%
34% - 66%
All amounts are excluding employer social contributions and VAT
1. Company pension plan – annual service cost for 2022, as calculated by an actuary.
2. Short term incentive realization as proposed by the Nomination and Remuneration Committee of March 22, 2023.
3. Long term incentive realization for the years 2019, 2020 & 2021 (3 year plan) was paid in 2022 but reported in the remuneration
report of 2021. Long term incentive realization for the years 2022, 2023 & 2024: advanced payment of 25% of the target amount of
the long term incentive target in 2023 as approved by the Nomination and Remuneration Committee of March 22, 2023.
4. Other benefits include coverage for death, disability, work accident insurance, meal vouchers, company car - all under the same
conditions applicable to other members of senior management and in accordance with the ruling approved by the Belgian tax
authorities for representation allowance.
Share base remuneration - Provision 7.9 of the Corporate Governance Code 2020
In line with previous years, Tessenderlo Group nv did not grant any remuneration in the form of shares
or stock options to the Directors & ExCom in 2022. Only the payment of the Long Term Incentive with
respect to the years 2019, 2020 & 2021 was paid out in shares during the year 2022. It is of the opinion
that a payment in shares does not have a positive impact on decisions of the Directors & ExCom that
support the long term vision of the Company, given the presence of a reference shareholder who aims
to create sustainable value within the Company.
Severance pay
Given the fact that there was no change to the composition of the ExCom, no severance payment was
made in 2022 to any of the ExCom members or executive directors.
Claw-back provision
Claw back provisions with respect to yearly variable compensation were included in the management
agreements of the executive directors. These claw back mechanisms did not have to be used for the
year 2022.
Tessenderlo Group 2022 annual report | 57
Evolution of Executive Pay & Company Performance
The below table is a summary of the evolution of the total remuneration of the ExCom & the average
employee remuneration compared to the company’s performance over the last five years,
represented by a year on year growth of revenue and Adjusted EBITDA.
2022 2021 2020 2019 2018
ExCom
Total remuneration
ExCom*
3,460,364 EUR 2,702,631 EUR 2,517,218 EUR 2,057,190 EUR 2,160,888 EUR
Change year to year +28% +7.4% +22.4% -4.8% +7.9%
Company performance
Revenue
(change year to year)
+24.4% +19.8% -0.3% +7.5% -2.2%
Adjusted EBITDA
(change year to year)
+22.8% +12.6% +17.5% +50.6% -5.3%
Average FTE salary
increase**
+10.1% +4.9% +1.5% +3.6% +3.4%
* Excluding LTI as only one payment every 3 year
** Only Tessenderlo Group nv employees considered (listed company in Belgium)
Total Remuneration of CEO versus Lowest Remunerated Employee
The below table shows a comparison of the 2022 remuneration of the CEO to the 2022 remuneration
of the lowest paid fulltime Tessenderlo Group nv employee. The remuneration includes base salary
only. Variable remuneration, employee benefits & employer social security charges are not included.
2022
Ratio remuneration CEO vs remuneration lowest Tessenderlo Group nv employee
1/16
Shareholders’ vote
This Remuneration Report 2022 was approved by the Nomination and Remuneration Committee on
March 22, 2023, and approved by the Board of Directors on the same day. The Remuneration Report
2022 is to be submitted for approval at the General Meeting of Shareholders on May 9, 2023. This
remuneration report is also in line with the proposed Remuneration Policy 2022 which was approved
at the General Meeting of Shareholders on May 10, 2022.
Tessenderlo Group 2022 annual report | 58
Main features of the group’s internal control and risk management
framework
Internal control framework
Responsibilities
The Board of Directors delegated to the Audit Committee the task of monitoring the efficient
functioning of the internal control system.
Ultimate responsibility for implementing the internal control system is delegated to the ExCom.
Everyday management of each business unit is responsible for implementing and maintaining a
reliable internal control system.
The Internal Audit and Control Department helps the business units and headquarters functions of
Tessenderlo Group to implement and assess the effectiveness of the internal control system in their
organization.
The levels of internal control are aligned with the residual risks deemed acceptable by management.
The ultimate objective is to avoid any misstatements in the group's financial statements.
Scope of internal control
The internal control system is based on the COSO Internal Control - Integrated Framework, with a
main focus on internal control of financial reporting through risk mitigation using group, entity and
process level controls, general IT controls and separation of duties.
Regarding cyber risks, a separate control program was set up based on the NIST Cybersecurity
Framework.
Internal control monitoring
The Audit Committee is charged with monitoring the effectiveness of the internal control systems.
This includes supervising the Internal Audit Department in view of compliance monitoring.
The Internal Audit and Control Department conducts a risk-based compliance audit program to assess
the effectiveness of internal control in relation to the various processes of the group and its entities.
The ultimate goal of the assessments is to provide reasonable assurance on the reliability of processes
and financial reporting.
The implementation of the cybersecurity program is monitored by a specific committee that includes
the Group Internal Audit Director as well as a representative of the group's cybersecurity expert team.
The Group Internal Audit Director attends Audit Committee meetings. He informs the Audit
Committee about the planning and results of internal audits and the proper implementation of
recommendations. A scoring system is used to indicate the importance of audit recommendations and
to provide an overall valuation of the entity or process assessed.
Preparation and processing of financial and accounting information
There is a centralized control and reporting department that manages and monitors financial and
accounting information.
Each business unit has a control department responsible for monitoring the performance of the
business units.
The financial and accounting information system is based on consolidation software that enables the
group to generate the required information.
Tessenderlo Group 2022 annual report | 59
Compliance
The Internal Audit and Control Department is responsible for reviewing compliance of both the
internal control framework and key control procedures in the preparation and processing of financial
and accounting information, and monitors compliance with internal policies and procedures, as well
as external laws and regulations.
The company has a Compliance Coordination Committee. This committee is composed of delegates
from various headquarters functions and examines the company's internal and external compliance
program. The committee issues periodic reports to the Audit Committee.
Enterprise Risk Management (ERM) System
Risks are an essential and unavoidable aspect of conducting business. To manage the risks as much as
possible and reduce them to an acceptable level, the group has developed a number of policies and
procedures.
The Enterprise Risk Management policy applies to the company and all of its affiliates worldwide. The
policy describes the organization and goals of the ERM system, as well as the responsibilities at all
management levels.
In order to guarantee that risk management becomes an inherent part of daily operations, a risk
management structure has been rolled out, both on a group level and on a business unit level.
The group conducts a risk scan to identify all meaningful risks (financial and non-financial) and the
potential impact, likelihood, and status of the management or mitigation measure are described in
detail for each risk. A responsible person is appointed for each risk and his/her responsibility is
detailed.
The main consequences considered when assessing risks relate to: market and strategy, impact on
people and planet, environment, supply chain disruption, the company's operational activities, ethics
and compliance, financial results and security (ICT and cybersecurity).
Identified risks are assessed and monitored in the various business units and support departments.
The various risk management activities are reported on a regular basis to the ExCom and once a year
to the Audit Committee.
The goal of the implemented 'Group Crisis Management Policy' is to harmonize crisis management at
the group level and in all affiliates. The Risk Management department, which is responsible for
formulating this policy, is responsible for coordinating it at group level and for guiding the various
entities in drawing up a harmonized crisis plan that sets out responsibilities at all levels and establishes
reporting channels.
Tessenderlo Group 2022 annual report | 60
Policy on inside information and market manipulation
The company has issued a Dealing Code containing the reporting requirements and rules of conduct
relating to the execution of transactions in shares or other financial instruments of the company by
directors, members of the ExCom or other designated persons for their own account. The Dealing
Code is included as Exhibit I. to the Corporate Governance Charter.
In accordance with the Market Abuse Regulation, the company must take all possible measures to
ensure that any person on its insider list demonstrates in writing its awareness of the obligations and
sanctions applicable to insider trading and the illegal disclosure of price-sensitive information.
In accordance with the Dealing Code, the Board of Directors has appointed a Compliance Officer. The
Compliance Officer is responsible for supervising compliance with the Dealing Code. He/she is also the
point of contact for questions about the application of the Dealing Code. The position of Compliance
Officer is held by Mr. John Van Essche.
External audit
KPMG Bedrijfsrevisoren bv/srl, represented by Joachim Hoebeeck, was reappointed as auditor by the
shareholders’ meeting on May 10, 2022.
The fees paid by the group to the auditor amounted to:
2022
(Million EUR)
Audit
Audit related
Other
Total
KPMG (Belgium)
0.3
0.1
-
0.4
KPMG
(Outside Belgium)
0.8 - 0.0 0.8
Total
1.0
0.1
0.0
1.2
2021
(Million EUR)
Audit
Audit related
Other
Total
KPMG (Belgium)
0.2
-
0.0
0.2
KPMG
(Outside Belgium)
0.6 - 0.1 0.7
Total
0.9
0.0
0.1
0.9
Tessenderlo Group 2022 annual report | 61
Subsequent events
• On July 8, 2022, Tessenderlo Group and Picanol Group announced their intention to simplify
and increase the transparency of the group structure of both companies. In this context,
Tessenderlo Group launched a voluntary public exchange offer for all shares issued by Picanol
Group. All Picanol Group shareholders were offered the opportunity to exchange their Picanol
Group shares for new shares in Tessenderlo Group at an exchange ratio of 2.36 new shares in
Tessenderlo Group per tendered share in Picanol Group. A third and final acceptance period
had the effect of simplified squeeze-out. Shares that had not been tendered prior to the closing
of the final acceptance period were transferred to Tessenderlo Group by force of law and the
relevant shareholders will have to request payment of the offer price for their shares at the
Belgian Deposit and Consignment Office. By the end of the first quarter of 2023, Tessenderlo
Group was, therefore, holding 100% of the shares of Picanol Group. As a result of this
transaction, Picanol Group became a business unit of Tessenderlo Group with effect from
January 1, 2023 (Machines & Technologies segment).
• In November 2022, the group announced that its PB Leiner business unit (Bio-valorization
segment) had established a new joint venture with D&D Participações Societárias, which is one
of Brazil’s leading tannery groups. The group acquired a 40% minority stake in PB Leiner's
Brazilian plant (PB Brasil Industria e Comercio de Gelatinas Ltda). The combined strength of the
two companies will enable a long-term, sustainable supply of a premium bovine gelatin product
range, based on PB Leiner's technology. The joint venture was subject to the fulfillment of a
number of customary conditions precedent, and the transaction was closed in January 2023.
• In early January 2023, the Akiolis (Bio-valorization segment) business unit acquired the real
estate and production assets of former Spanish rendering company Promed 202 (Ribera
d'Ondara, Lleida, Spain). The plant specializes in pig and poultry meat rendering and is located
in one of the most intensive pig and poultry farming regions in Spain. The acquisition will expand
Akiolis' operations to include the Iberian Peninsula and strengthen its position in the European
rendering market. Akiolis resumed operations during the first quarter of 2023 under the name
Akiolis Iberia.
• Also in January 2023, Tessenderlo Group signed an agreement for the acquisition of the
marketing and sales activities for ammonium thiosulfate (ATS) fertilizers produced by Esseco Srl
(part of Esseco Group) in Trecate, Italy. These ATS fertilizers will be marketed by the Tessenderlo
Kerley International business unit. Tessenderlo Group will also acquire the Esseco trademarks
Secofit® TS and Agrifix®, which are used in marketing this product range for agricultural
applications. The deal was operational in March 2023.
Tessenderlo Group 2022 annual report | 62
Application of art. 7:96 and 7:97 of the Belgian Code on Companies and
Associations (”BCCA”)
Application of art. 7:96 of the BCCA
In the meeting of the Board of Directors held on March 22, 2022, a conflict of interest was recorded
in respect of the ExCom members, who are part of the Board of Directors, in connection with their
performance assessment for the short-term incentive and long-term incentive component of the
remunerations and the remuneration package for 2022. An extract of the minutes of this meeting is
included in the statutory annual report.
In the meeting of the Board of Directors held on July 7, 2022, a conflict of interest was recorded in
respect of Luc Tack, ExCom member, who is part of the Board of Directors in connection with the
decisions on the transaction relating to the voluntary and public exchange offer in connection with,
among other things, the determination of the exchange ratio and approval of the integration protocol
as well as the approval of the press release. An extract of the minutes of this meeting is included in
the statutory annual report.
In the meeting of the Board of Directors held on September 6, 2022, a conflict of interest was recorded
in respect of Luc Tack, ExCom member, who is part of the Board of Directors, in connection with the
decisions on the transaction relating to the voluntary and public exchange offer in connection with,
among other things, the determination of the exchange ratio, approval of an amendment to the
integration protocol and approval of the documents related to the modalities of the exchange offer.
An extract of the minutes of this meeting is included in the statutory annual report.
In the meeting of the Board of Directors held on October 25, 2022, a conflict of interest was recorded
in respect of the ExCom members, who are part of the Board of Directors, in connection with the
deliberation and decision-making on the final approval of the prospectus and exemption document in
connection with the company's voluntary and public exchange offer for all Picanol nv shares. An
extract of the minutes of this meeting is included in the statutory annual report.
In the meeting of the Board of Directors held on December 20, 2022, a conflict of interest was recorded
in respect of Luc Tack, ExCom member and member of the Board of Directors in connection with the
approval of the repurchase of own shares by the company. An extract of the minutes of this meeting
is included in the statutory annual report.
Application of art. 7:97 of the BCCA
In the meeting of the Board of Directors held on July 7, 2022, a conflict of interest was recorded in
application of art. 7:97 BCCA in connection with the decisions related to the voluntary and public
exchange offer and more specifically in connection with the approval of the Integration Protocol and
the approval of the exchange ratio. This conflict of interest was published via a press release on July
13, 2022 and this press release is included as an annex in the statutory annual report.
In the meeting of the Board of Directors held on September 6, 2022, a conflict of interest was also
recorded in application of art. 7:97 BCCA in connection with the decisions related to the voluntary and
public exchange offer and, more specifically, in connection with the approval of the draft prospectus,
the amended exchange ratio, an amendment to the integration protocol and the convening of an
extraordinary general meeting for the approval of a capital increase by contribution in kind of the
Picanol Group shares in the company. This conflict of interest was published via a press release on
September 7, 2022, and this press release is included as an annex in the statutory annual report.
Tessenderlo Group 2022 annual report | 63
Information required under Art. 34 of the Royal Decree of November 14, 2007
The share capital of the company is represented by ordinary shares.
The extraordinary shareholders’ meeting held on June 6, 2017, resolved to authorize the Board of
Directors for a period of five years from publication of the authorization in the Annexes to the Belgian
Official Gazette, to increase the share capital on one or more occasions up to an amount of 43,160,095
EUR (forty-three million one hundred and sixty thousand and ninety-five euro) in accordance with the
provisions of the BCCA and the company's articles of association. This authorization expired on June
25, 2022.
The extraordinary general meeting held on May 10, 2022, resolved to authorize the Board of Directors,
for a period of five years from the publication of the authorization decision in the Annexes to the
Belgian State Gazette of the amendment of the articles of association, to increase the capital on one
or more occasions up to a maximum amount of 108,115,931.07 EUR (one hundred and eight million
one hundred and fifteen thousand nine hundred and thirty-one euro and seven eurocents), in
accordance with the provisions of the Belgian Code of Companies and Associations and the provisions
in the articles of association.
The Board of Directors is authorized, with the possibility of substitution, after every capital increase
within the limits of the authorized capital, to update the articles of association to the new situation of
capital and shares.
By decision of the company's extraordinary general meeting of shareholders on July 10, 2019, the
loyalty voting right was introduced. As a consequence, every fully paid-up share that has been
continuously registered in the name of the same shareholder in the register of registered shares for
at least two years entitles the shareholder to a double vote in accordance with the BCCA.
Every other share entitles the holder to one vote at the general meeting.
The articles of association contain no provisions restricting share transfers.
The rules set out in the company's articles of association regarding the appointment and dismissal of
directors and amendments to the articles of association do not deviate from the relevant rules in the
BCCA.
In accordance with the legal provisions, the company may, following a decision of the shareholders’
meeting, taken in accordance with the applicable requirements regarding quorum and majority,
acquire its own shares, profit-sharing certificates or related certificates by purchase or exchange,
either directly or through an intermediary acting in their own name but for the company's account. In
particular, such a decision shall determine the maximum number of shares, profit-sharing certificates
or related certificates that may be acquired, the period during which the authorization is granted and
which may not exceed 5 years, and the minimum and maximum value of the compensation.
Tessenderlo Group 2022 annual report | 64
Following the decision of the extraordinary shareholders’ meeting held on June 6, 2017, the Board of
Directors is authorized, for a period of five years from the publication of the authorization in the
Annexes to the Belgian State Gazette, to buy back, in accordance with the relevant legal conditions,
the shares, profit-sharing certificates or related certificates of the company for the account of the
company, where the fractional value, including the securities previously bought and held by the
company, does not exceed 10% (ten percent) of the issued capital and at a price ranging between
minimum 20% (twenty percent) below the average of the closing price of the company's share during
the last 30 trading days preceding the board's decision to purchase such securities and no more than
20% (twenty per cent) above the average of the closing price of the company's share during the last
30 trading days prior to the board's decision to purchase such securities, it being understood that the
price may never be less than 15 EUR (fifteen euro) and never more than 50 EUR (fifty euro).
At its meeting held on August 25, 2020, the Board of Directors approved the proposal to purchase
own shares up to a maximum amount of 5 million EUR between September 14, 2020, and April 30,
2022.
At its meeting held on October 27, 2021, the Board of Directors approved the proposal to purchase
own shares up to a maximum amount of 5 million EUR for a period that ends on the next general
meeting on May 10, 2022.
The authorization to acquire own shares granted at the extraordinary general meeting held on June
6, 2017, expired on June 25, 2022.
Pursuant to the resolution of the extraordinary general meeting held on May 10, 2022, the Board of
Directors was re-authorized, subject to the conditions laid down by law, for a period of five years from
the publication of the authorization decision in the Annexes to the Belgian State Gazette, to acquire
own shares, profit-sharing certificates or certificates relating thereto on behalf of the company
without the company being allowed to hold own shares representing more than 20% (twenty percent)
of its capital, and at a price between a minimum of 20% (twenty percent) below the average closing
price of the last thirty trading days prior to the decision of the Board of Directors to acquire such
securities, and a maximum of 20% (twenty percent) above the average closing price during the last
thirty trading days prior to the decision of the Board of Directors to acquire such securities.
At its meeting held on December 20, 2022, the Board of Directors approved the buy-back of its own
shares for a maximum amount of 20 million EUR. This authorization is valid until March 31, 2023.
Tessenderlo Group nv is party to the contracts listed below, which come into effect, are amended or
expire in the event that Tessenderlo Group nv undergoes a change of control following a public
takeover bid:
• the bilateral revolving facilities agreements entered into in 2022 for a total amount of 250
million EUR with the company and Tessenderlo USA Inc. as borrowers and KBC Bank nv, ING nv,
Belfius Bank nv and BNP Paribas Fortis nv as lenders, as well as the two term credit facilities
with KBC and Crédit Lyonnais for 30 million EUR each with maturities of 7 years (drawn in April
2022) and 5 years (from August 2022 onwards) respectively. According to the terms of these
agreements, a "change of control" over Tessenderlo Group nv entitles each lender to invoke
termination of the bilateral credit facility. For the purposes of the aforementioned clause on
change of control, change of control occurs if a third party (i.e. any party other than the
reference shareholder (Luc Tack or his family), or a person acting in concert with the reference
shareholder) acquires 30% or more of the voting rights in the company (unless the reference
shareholder (alone or together with a party acting in concert with the reference shareholder)
holds more voting rights than that third party);
Tessenderlo Group 2022 annual report | 65
• the Tessenderlo Group nv prospectus dated June 15, 2015 regarding the issue and public
offering of two series of 7-year bonds (the "2022 bonds") and 10-year bonds (the "2025 bonds"
and together with the 2022 bonds, the "bonds") for an expected minimum amount of 75.0
million EUR for the 2022 bonds and 25.0 million EUR for the 2025 bonds and for a combined
maximum amount of 250 million EUR: according to the terms and conditions of these bonds,
these bonds become redeemable at the option of the bondholders prior to maturity in the event
of a change of control. Only the bonds held by bondholders filing a notice of exercise of put
options are immediately payable in case of a change of control, to the exclusion of all other
bonds. If bondholders file notices of exercise of put options for at least 85% of the total amount
of the outstanding 2022 bonds, all (i.e. not just some of the) 2022 bonds may be redeemed by
the company before maturity. If bondholders file notices of exercise of put options in respect
of at least 85% of the total amount of the outstanding 2025 bonds, the issuer may choose to
redeem all (i.e. not just some of the) 2025 bonds before maturity. A change of control takes
place if a third party (i.e. any party other than Verbrugge nv or a person acting in concert with
Verbrugge nv) acquires 30% or more of the voting rights in the company (unless Verbrugge nv
(alone or together with a party acting in concert with Verbrugge) owns more voting rights than
that third party). The '2022 bonds' were refunded on maturity in July 2022.
Dividend policy
Tessenderlo Group nv did not declare or pay any dividends in 2022 relating to the financial year that
ended on December 31, 2021.
To the general meeting of May 9, 2023, the Board of Directors will propose to pay a gross dividend of
0.75 EUR per share with regards to the financial year that ended on December 31, 2022. The policy
going forward will be to distribute a dividend of between 7 and 15% of the annual Adjusted EBITDA,
taking into account the cash availability and the short-term cash needs.
The company's dividend policy may be changed from time to time and any dividend payment remains
subject to the company's earnings, financial position, share capital requirements and other important
factors, subject to proposal to and approval by the company's competent body and the availability of
distributable reserves as required by the BCCA and the articles of association. All distributable reserves
of the company should be calculated in relation to its statutory balance sheet prepared in accordance
with the Belgian Generally Accepted Accounting Principles (GAAP), which may differ from the
consolidated financial statements reported by the company under IFRS standards.
Tessenderlo Group 2022 annual report | 66
Information required by art. 3:6 Belgian code of companies and associations
Provision 3.12 of the 2020 Corporate Governance Code
The current Chairman of the company is an executive director. The company has carefully weighed
the positive and negative aspects in favor of such a decision and decided that, given his experience,
expertise, in-depth knowledge and proven work experience in relevant business environments, such
an appointment is in the best interest of the company. In addition, the Board of Directors clarifies that
Exhibit H to the Corporate Governance Charter provides for additional procedures regarding conflicts
of interest when the company considers a significant transaction with a company where the directors
are also directors or executive directors.
Provision 7.6 of the Corporate Governance Code 2020 with respect to remuneration of Non-
Executive Directors
The Company does not grant any remuneration in the form of shares to the Non-Executive Directors
for 2022, as it is of the opinion that a payment in shares does not have a positive impact on decisions
of these Directors that support the long term vision of the Company, given the presence of a reference
shareholder who aims to create sustainable value within the Company.
Only the payment of the Long Term Incentive with respect to the years 2019, 2020 & 2021 was paid
out in shares during the year 2022.
Provision 7.9 of the Corporate Governance Code 2020 with respect to remuneration of Executive
Directors
The Company does not grant any minimum threshold of remuneration in the form of shares to the
ExCom in 2022 nor a payment of the bonuses in shares, as it is of the opinion that a payment in shares
does not have a positive impact on decisions of the ExCom that support the long term vision of the
Company, given the presence of a reference shareholder who aims to create sustainable value within
the Company.
Provision 8.7 of the Corporate Governance Code 2020 with regards to entering into a relationship
agreement with its reference shareholder
The company has not entered into an agreement with its reference shareholder Picanol nv given its
representation in the Tessenderlo Group Board of Directors.
Brussels, March 22, 2023
On behalf of the Board of Directors
Stefaan Haspeslagh
Chairman of the Board of Directors
Tessenderlo Group 2022 annual report | 67
Tessenderlo Group 2022 annual report | 68
Sustainability & corporate social responsibility at Tessenderlo Group
Sustainability and a long-term focus have been a recurring theme in our story for more than 100 years.
Whether it is in the products and solutions we supply or the way in which we produce them, the care
we show towards our planet and its resources is at the very heart of all of our businesses. We are
aiming at developing successful businesses in attractive global markets, with growth potential and
where we can help in developing solutions to mega-challenges. This is because we believe that Every
Molecule Counts.
It is our ambition to continue our efforts in the future towards remaining a responsible and sustainable
company that further strengthens our relationship with our stakeholders. Our key stakeholders are
our employees, customers, shareholders, neighboring communities, governments and regulators,
trade unions, and suppliers. With the publication of this sustainability report we want to make our
sustainability efforts for 2022 more transparent for our stakeholders.
We are therefore building our group with a clear focus on agriculture, food, water management, the
upcycling of by-products, and a carefully selected choice of specialty industrial applications where our
expertise enables us to make an improved use of resources. We are optimistic about our value
creation options in this new era for food, energy, and recycling.
Sustainability and corporate social responsibility (CSR) are inextricably part of the strategy and daily
activities of Tessenderlo Group. This includes continuously deciding, acting, and investing with the
future in mind. We are convinced that sustainability efforts help us to establish strong relationships
with our stakeholders. These efforts enable us to attract and retain new talent, while at the same time
also providing a strong impetus for innovation. Within Tessenderlo Group, we want to act according
to the expectations of our current and future stakeholders and create value for our company in the
long term. In this respect, the strategy will be built around the following different result areas: energy
and water, resources, people skills, and digitalization.
Tessenderlo Group resolutely chooses a sustainable production process that shows maximum respect
for people, the planet, and the community. This is why Tessenderlo Group is focusing on the following
three important pillars in this report:
Our employees
At Tessenderlo Group we
continuously invest in our
employees.
Our planet
Tessenderlo Group makes
every effort to limit the impact
of our activities on our planet
by thinking, deciding, acting
and contributing in a
sustainable way.
Our community
From Tessenderlo Group,
we work actively together with
the environment in which we live
and strive to meet the
expectations of our stakeholders
in the communities and
environments where we work
and live.
Tessenderlo Group 2022 annual report | 69
Reporting method and period
In this sustainability report, we are providing an overview of the most relevant objectives, efforts, and
results in terms of sustainability for 2022.
This sustainability report is based on the GRI (Global Reporting Initiative) Standards: “Core option”.
This report was not subject to an external audit. The GRI indicators used in this report are indicated
for each theme. Tessenderlo Group will continue to publish an annual update of this report.
This sustainability report constitutes the declaration of non-financial information of the group and
meets the requirements of art. 3:6 § 4 and 3:32 § 2 of the Belgian Code of Companies and Associations.
For any questions, please do not hesitate to contact us by writing to sustainability@tessenderlo.com
.
Granularity
Reporting granularity is subdivided according to the social category and the environmental category.
This is because these two categories will be addressed in different ways, e.g. concerning the
application of boundaries. To this end, each category will be reported as follows:
1. The social topics
These are reported on a Tessenderlo Group level unless mentioned otherwise.
2. The environmental topics
These are reported separately for each of the following operating segments: Bio-valorization, Agro,
and Industrial Solutions. Please note that all Tessenderlo Kerley, Inc. (TKI)-produced products are
reported under the Agro segment (the energy and water consumption of TKI is fully included in the
Agro segment), together with a new BU, Violleau, which has been split from the Bio-valorization
segment, as the market for Violleau’s products aligns more with our fertilizer division. Tessenderlo
Kerley, Inc. comprises the Crop Vitality, NovaSource, and moleko business units of Tessenderlo Group.
Furthermore, with regard to T-Power, we have chosen to consider this segment separately due to the
nature of the energy production aspect of the T-Power operating segment and the fact that we
operate under a tolling agreement. If we added this figure to our total, it would potentially create a
misleading picture.
The reference year for social and environmental topics is 2022 unless otherwise stated.
Reporting boundaries
Guided by the GHG Protocol, for the company boundary, we take the equity approach. This means,
among other things, that we take our joint venture Jupiter Sulphur (part of TKI) into account for 50%.
The metrics reported relate to our own operations, inside of the company boundaries.
Since 2021, we have also included the vehicles either in our own possession or on a long-term lease
(as well as company cars - Scope 1). This results in higher energy and energy intensity overall. This is
certainly material for the Bio-valorization segment and also Industrial Solutions. The tables at the end
of the CSR report show energy figures with and without these aforementioned vehicles, so the
comparison with the previous year (2021) can be made on the same basis.
For the water calculations, we calculate according to each source of water: groundwater, surface
water, and third-party water. The “produced water” in line with the GRI definition 303-3 a iv is not
taken into account.
Tessenderlo Group 2022 annual report | 70
For the volume calculations, since 2021, we have changed the scope for Akiolis, which is part of Bio-
valorization, over all the years from upstream to downstream volumes according to the definition:
“product to be sold” for intensity calculations. This also increases the intensity calculations for this
segment.
For the waste and emissions metrics, we take the local (region or country) official definitions as
reflected in the regulations of the country regarding waste and emissions. We use the official reporting
threshold as the CSR reporting threshold.
For the total employees at our company and the split per age category, we consider the total internal
full-time equivalents. No temporary employees are included. For Health and Safety metrics, we also
count interims, not subcontractors. For all other tables under the "Our Employees" section.
Almost all disclosures are based on measured parameters or calculations (the calculations of one liter
or kilogram of fuel into MWh are based on local conversion factors according to GRI 302-1); only in
exceptional cases are these based on well-defined estimations.
The energy calculations are made according to GRI 302-1, where we deduct the electricity sold.
Newly acquired facilities during 2022:
• DYKA Réseaux SAS: this has been incorporated into the figures of Industrial Solutions since
October 22, 2022
• Some smaller subsidiaries where production has yet to commence
Furthermore, we did not take into account outside storage locations, offices that are not linked to
production, ICT servers, outside labs, the new DYKA branch in Poland, and also smaller energy
consumers. Therefore, the following businesses and/or locations will not be included in our reporting:
• DYKA s.r.o. (Czech Republic)
• Maramba S.R.L. (Paraguay)
• Kuhlmann Switzerland AG (Switzerland)
• Tessenderlo Kerley Turkey Tarim Ve Kimya Sanayi Ve. Tic. Ltd. STI (Turkey)
• Tessenderlo Kerley Mexico SA de CV (Mexico)
• Tessenderlo Innovation Center (Belgium)
• DYKA Kalisz branch (Poland)
• Outside storage locations
• Offices not linked to production
• ICT servers
• Outside labs
Tessenderlo Group 2022 annual report | 71
Taxonomy
Since 2021, we have also provided further disclosure on the Taxonomy regulation (EU) 2020/852 that
has applied with effect from January 1, 2022, in relation to the climate objectives. This is because we
are in the scope of the Non-Financial Reporting Directive and we are preparing in the near future for
the Corporate Sustainability Reporting Directive (CSRD).
The Taxonomy Regulation creates a framework that determines to what extent economic activities
can be regarded as sustainable, within those criteria, definitions, and approaches. As the EU Taxonomy
has a phased introduction, not all Tessenderlo Group activities are categorized under the NACE codes
of the current version. In relation to the EU Taxonomy, additional reporting requirements for certain
listed companies are established in order to provide information on the proportion of their revenue,
capital expenditures (CapEx), and operating expenditure (OpEx) related to sustainable economic
activities. The fact that a company does not have activities aligned with taxonomy does not lead to
definitive conclusions with regard to the environmental performance of these companies. Not all
activities that can make a substantial contribution to the environmental objectives are listed in the
Climate Delegated Regulation at this stage.
The below table shows the % turnover, CapEx, OpEx (non-)eligible and (non)-aligned with the current
Taxonomy. As some definitions of economic activities in the related Taxonomy are subject to
interpretation, specifically regarding the production of chlorine, we reserve the right to review our
reporting on this topic. The Taxonomy-related classification of gas and nuclear activities as
“transitional” and “green”, if in accordance with the technical screening criteria, was only decided in
the course of 2022, and, therefore, did not show in the reporting over 2021. In this context, we have
aligned our reporting accordingly.
Total 2022
(in million EUR)
Share of economic activities
eligible for EU Taxonomy (%)
Share of economic activities not
eligible for EU Taxonomy (%)
Group Turnover 2,587.5 3.11% 0.00%
Group CapEx 131.1* 0.00% 0.00%
Group OpEx 134.9** 2.96% 0.00%
* Intangible & PPE CapEx and incl. IFRS16 Leasing CapEx
** Maintenance & R&D OpEx (OpEx as defined under the Taxonomy regulation)
Tessenderlo Group 2022 annual report | 72
Materiality analysis
Materiality assessments
Materiality assessments were implemented to define which material topics are most important and
impactful to Tessenderlo Group. Furthermore, these assessments enabled us to consider how we
would prioritize the material topics. Materiality assessments are the backbone of any sustainability
reporting. Regarding GRI (Global Reporting Initiative) reporting by Tessenderlo Group, the material
topics not only reflect the environmental, economic, social, and governance impact we make but they
also highlight how the decision-making and assessments of our stakeholders might be influenced.
Our methodology
The methodology behind the materiality assessment involved inviting all colleagues at leadership
levels within Tessenderlo Group as well as the CSR Execution Teams. Following this, we carried out a
benchmarking process of the industry sectors that are relevant to each of our business units in relation
to various material topics. Finally, we put together an online questionnaire that enabled us to select
and plot the order of importance for each of the topics. This is done from the position of Tessenderlo
Group and also from the perspective of our stakeholders.
Our results
We received a 100% response rate from our stakeholder representatives regarding the questionnaire.
Furthermore, this initiative had the full backing of our ExCom and the Board of Directors. This is
absolutely crucial because materiality is not only a very useful tool in terms of reporting, but it also
enables us to create focus and align our strategy. After analyzing the completed questionnaires, we
produced the below CSR Materiality Matrix. The selected topics have been plotted on the X-axis of the
matrix to reflect the order of importance for Tessenderlo Group, and on the Y-axis to reflect the order
of importance for the stakeholder representatives.
During the scoring process, the possibility was given to the participants of scoring between 0 and 6 on
the X-axis and on the Y-axis, with 0 being “not important at all” and 6 being “very important.” The
result shows all topics were ranked above 4 (between “important” and “very important”), meaning
that they are all considered impactful and important, but some more than others. The size of the
circles has no importance. The warm orange colors refer to the topics selected under “social topics.”
The colors of the “environmental topics”: water and air are indicated in blue; energy in red; waste in
purple; sustainable products, responsible sourcing, and biodiversity in green. We started the process
by placing the most important topics situated at the top right, with other topics to follow.
In 2022, we added the latest important topics (see matrix) to our metrics in terms of water emissions
and air emissions, waste and renewable energy, as part of the sustainable product dot.
Tessenderlo Group 2022 annual report | 73
Moving forward
We then linked the materiality topics that we had identified as being most important to the GRI
reporting standards. Once this was done, we were able to start measuring the materiality topics
regarding the selected GRI standards for each topic. In this connection, we refer to the tables at the
end of the report which link each topic to the GRI standards and link the social and environmental
topics to the Sustainable Development Goals (SDGs) that we selected as being most important to
Tessenderlo Group.
In 2022, we further built on social topics (health and safety, labor and human rights, motivating
employees, ethics and compliance, and communities), responsible sourcing-related topics, as well as
environmental topics regarding energy and water.
From the materiality matrix, for each topic, a selection of KPIs and targets has been made in order to
execute the CSR strategy. All Tessenderlo Group employees have their role to play. Dynamic
materiality is applied: at certain intervals, the materiality matrix will be updated to reflect the
evolution of CSR in general and it will be related to the development of CSR at Tessenderlo Group
specifically. We plan to align our materiality update to the new CSRD (Corporate Sustainability
Reporting Directive) in 2023. This will then reflect the “outside in” view (the impact of climate change
on the company) and “inside out” view (the impact of the company on climate change).
Tessenderlo Group 2022 annual report | 74
Governance of CSR
The Tessenderlo Group CSR governance structure allows us to implement, drive and steer the CSR
strategy and policies and integrate and coordinate between group functions and the different business
units (BUs) for social as well as environmental topics. CSR is promoted, supported, and validated at
the highest level of the company: the ExCom and the Board.
Separate monthly CSR and ESG meetings are set between the Group CSR Director and the ExCom, as
well as the Execution Team Environment. These are supplemented with many one-on-one meetings.
Regular separate meetings are set with the Group CSR Director and the Execution Team Social, the
Compliance Team, and the various Group (S)VP functions (HR, Communication, Finance, Legal, etc.),
as well as the Data Team.
Tessenderlo Group also plans to steer and monitor the KPI results, compared to targets. In order to
drive CSR, the targets are linked to the LTIs (Long Term Incentives) for the SVPs and the BU
Management Teams, and also STIs (Short Term Incentives) for our E-level and L-level population. Our
data mining for the KPIs is done at BU level with the Execution Teams of Environment and Social in
cooperation with the Data Team. Our environmental data are integrated and secured on the HFM
system, which is our global financial reporting platform. Our data are increasingly being populated
and integrated into our global reporting platforms.
Reporting of the key environmental CSR KPIs and targets is performed on a quarterly basis and
communicated via regular calls by the ExCom. Yearly results of the KPIs are also to be found in the CSR
and annual report.
Both internal and external communication is key in CSR in order to send the right message regarding
what we do and what we aim to do and to get all our employees on board on our CSR-ESG journey.
Regular meetings are taking place between the Group CSR Director and the Communication Team to
plan and execute CSR communication via the website, InSider (our intranet), e-zines, presentations,
and CSR reports.
To achieve the goals set out in this policy, several tools and actions are either current, in development,
or planned.
The CSR progression is also scored yearly by an external assessor, EcoVadis, which is one of the world’s
most trusted business sustainability rating companies. EcoVadis scores more than 85,000 companies
in over 200 different industries. EcoVadis scores us on Environment, Labor & Human Rights, Ethics,
and Procurement. Detailed feedback allows us to better monitor and manage our progression and to
focus on and improve our path going forward. We obtained a Silver Medal rating, which means we
now belong to the top 25% of companies.
Besides the assurance of EcoVadis, we will also be statutory audited according to the requirements of
the new CSRD (Corporate Sustainability Reporting Directive). Internal assurance will also be provided
via CSR assessments to the BUs, on the level of the BU SVPs, and by the Internal Audit department
during their meetings and visits. This will be aligned with the United Nations Global Compact (UNGC)
approach, in which we also participate.
Our governance with regard to ESG and CSR is also outlined in our Corporate Social Responsibility
Policy, which is published on our website.
Tessenderlo Group 2022 annual report | 75
Sustainable Development Goals of the United Nations
Sustainable Development Goals
The United Nations General Assembly created the Sustainable Development Goals (SDGs) in 2015.
These goals define the world that the United Nations wants to create. They are intended to apply
throughout the world and the intention is to ensure that no country is left behind. The 17 SDGs
represent the 2030 Agenda and specifically the more positive map of the world that the United
Nations seeks. From the 17 global goals, a total of 169 targets were defined by the United Nations.
Adoption of SDGs
The SDGs have received considerable backing from the international business community. With regard
to sustainability reporting, 95% of reporting reviewed by the World Business Council for Sustainable
Development (WBCSD) in 2019 acknowledged SDGs while 86% of reporting gave priority to specific
SDGs. This is a clear recognition of the intent of businesses across the globe to realizing the SDGs.
We chose to publish the SDGs that we are focusing on in our CSR report and on our website; they act
as a compass for our strategy, our employees, and also for our stakeholders.
Our approach
We started by identifying what we aspire to achieve and following this, we worked on completing and
finalizing our materiality on Environmental, Social, and Governance (ESG) or CSR (Corporate Social
Responsibility) topics. This involved identifying and assessing the various potential topics that are most
important from the perspective of our business and our stakeholders.
Our aim here is to create a clear and effective tool to indicate the directions we must take in terms of
the deployment of our CSR strategy. We want to make our contribution to the bigger goals authentic
through our materiality assessment.
We focused on adopting the SDGs of the United Nations that are easily recognizable and to which all
of our employees and relevant stakeholders can relate.
Our methodology
We selected the goals in line with the materiality study that we carried out in 2020. From there, we
focused on linking the material topics with the Global Reporting Initiative (GRI). Following this, we
work at both the measurement and monitoring of targets by using Key Performance Indicators (KPIs).
This shows us areas where there is potential room to make a difference. The KPIs and targets are also
linked to the policies and management approaches as shown in the tables at the end of this CSR report.
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Our SDGs (Sustainable Development Goals of the United Nations)
Ultimately, Tessenderlo Group selected the following ten SDGs out of the 17 Goals:
2. ZERO HUNGER – Achieve food security and improved nutrition and promote sustainable
agriculture. This is realized via our activities in Agro, Bio-valorization, and Industrial Solutions,
with a focus on water. Our contribution to target 2.1 is to reduce hunger and increase access
to safe, nutritious, and sufficient food all year round.
3. GOOD HEALTH AND WELL-BEING – Ensure healthy lives and promote well-being for all at all
ages. Tessenderlo Group takes health and safety very seriously and this is rated with the
highest score in our materiality matrix. We want to make sure that our people leave our
factories and offices in the same health condition as when they arrived. We have already
tracked and monitored relevant data related to this topic for a long time. We also steer on
health and safety through our KPIs linked to remuneration. Our Safety and Health policy
clearly expresses the importance we as a group place on this subject.
4. QUALITY EDUCATION – Ensure inclusive and equitable quality education and promote lifelong
learning opportunities for all. In order to boost employee motivation, this is also referenced
in our materiality matrix and training sessions are very important. We are now building in our
learning management system several programs that are also related to training sessions and
are linked with curricula according to each function, as well as being aligned with our Learning
& Development policy.
6. CLEAN WATER AND SANITATION – Ensure availability and sustainable management of water
and sanitation for all. Through our DYKA Group activities, which are linked to water
management systems and the products of Kuhlmann Europe, we are active in water
treatment, and this can be linked to targets 6.1 and 6.2: achieving universal and equitable
access to safe and affordable drinking water and increase water-use efficiency and ensure
sustainable withdrawals and the supply of freshwater to address water scarcity.
8. DECENT WORK AND ECONOMIC GROWTH – Promote sustained, inclusive, and sustainable
economic growth, full and productive employment and decent work for all. Tessenderlo
Group is focusing on the following targets, which are also expressed via the policies we have
in this context: Labor & Human rights, Diversity & Inclusion, our Code of Conduct, and the
Supplier Code of Conduct.
9. INDUSTRY, INNOVATION AND INFRASTRUCTURE – Build resilient infrastructure, promote
inclusive and sustainable industrialization. DYKA Group’s activities in piping for buildings and
infrastructure, and also irrigation and sustainable water management, which are driven by
innovation, support target 9.1. This is realized by developing quality, reliable, sustainable, and
resilient infrastructure, including regional and transborder infrastructure, to support
economic development and human well-being, with a focus on affordable and equitable
access. They also support 9.4 by upgrading infrastructure and retrofit industries to make them
more sustainable, with increased resource-use efficiency and the greater adoption of clean
and environmentally sound technologies and industrial processes.
10. REDUCED INEQUALITIES – Reduced inequality within and among countries. Tessenderlo
Group contributes by empowering and promoting the social, economic, and political inclusion
of all, irrespective of age, gender, disability, race, ethnicity, origin, religion or economic or
other status (10.2). Our approach is also supported by our Code of Conduct and our Diversity
& Inclusion policy and this is also expressed by our KPIs: measuring employees per age
category, per region of the world, per mother tongue, per gender in the different
management categories, gender salary gaps, etc.
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11. SUSTAINABLE CITIES AND COMMUNITIES – Make cities and human settlements inclusive,
safe, resilient, and sustainable. In particular, at Kuhlmann Europe, with its wastewater
treatment products, and DYKA Group with its water management systems, contributions can
be made to reduce the adverse per capita environmental impact of cities, which also includes
paying special attention to air quality and municipal and other waste management (11.6).
12. RESPONSIBLE CONSUMPTION AND PRODUCTION – Ensure sustainable consumption and
production patterns. Our Bio-valorization segment, which includes Akiolis as well as PB Leiner,
contributes to target 12.3 by reducing food waste at the retail and consumer levels and
reducing food losses along production and supply chains by valorizing by-products of the meat
industry and upcycling residues of restaurants into highly valuable products. In line with the
“Every Molecule Counts” philosophy, Tessenderlo Group focuses on target 12.3 by
substantially reducing “waste” generation through prevention, reduction, recycling, and
reuse. We prefer to focus on upcycling as we turn these side streams into valuable products.
Our contribution to target 12.6 is translated in our sustainability reporting and in our Supplier
Code of Conduct: “Encourage companies, especially large and transnational companies, to
adopt sustainable practices and to integrate sustainability information into their reporting
cycle.”
13. CLIMATE ACTION – Target urgent action to combat climate change and its impacts.
Strengthening the resilience and adaptive capacity to climate-related hazards and natural
disasters as mentioned in target 13.1 is incorporated in our risk prevention systems in general,
specifically our own ERM (Enterprise Risk Management) system and the AXA Climate Risk
assessment.
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United Nations (UN) Global Compact
An important step we took in 2022 was our official commitment to the United Nations Global Compact
and the commitment regarding the reporting of the progress we make. A lot of companies recognize
its importance in terms of sustainability and CSR or ESG and are already participating, and this number
is growing on a continuous basis.
Corporate sustainability starts with a company’s value system and a principles-based approach to
doing business. This means operating in ways that, at a minimum, meet fundamental responsibilities
in the areas of human rights, labor, environment, and anti-corruption. Responsible businesses enact
the same values and principles wherever they have a presence and are aware that good practices in
one area do not offset harm in another. By incorporating the Ten Principles of the UN Global Compact
into strategies, policies and procedures, and establishing a culture of integrity, companies are not only
upholding their basic responsibilities to people and the planet, but also setting the stage for long-term
success.
The UN embraces these 10 principles (see below). In this regard, we already have policies in place and
upcoming policies related to these aspects:
• Tessenderlo Group Code of Conduct
• Labor & Human Rights policy
• Diversity & Inclusion policy
• Health, Safety and Environment policy
• Learning & Development policy
• Anti-Bribery and Anti-Corruption policy
• Competition Compliance policies
• Insider Trading – Dealing Code
• Trade Compliance policies
• CSR Policy
• Procurement Sustainability policy
• Supplier Code of Conduct
The Ten Principles of the UN Global Compact
Human Rights
Principle 1: businesses should support and respect the protection of internationally proclaimed human
rights
Principle 2: make sure that they are not complicit in human rights abuses
Labor
Principle 3: businesses should uphold the freedom of association and the effective recognition of the
right to collective bargaining
Principle 4: the elimination of all forms of forced and compulsory labor
Principle 5: the effective abolition of child labor
Principle 6: the elimination of discrimination in respect of employment and occupation
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Environment
Principle 7: businesses should support a precautionary approach to environmental challenges
Principle 8: undertake initiatives to promote greater environmental responsibility
Principle 9: encourage the development and diffusion of environmentally friendly technologies
Anti-Corruption
Principle 10: businesses should work against corruption in all its forms, including extortion and bribery
EcoVadis
Tessenderlo Group awarded a silver medal by EcoVadis
In 2022, Tessenderlo Group was awarded a silver medal by EcoVadis. Our CSR progression is scored
yearly by the external assessor, EcoVadis, which is one of the world’s most trusted business
sustainability rating companies. EcoVadis scores more than 85,000 companies in over 200 different
industries. EcoVadis evaluates Tessenderlo Group based on Environment, Labor & Human Rights,
Ethics, and Procurement. The detailed feedback given by EcoVadis enables us to better monitor and
manage our CSR progression and to focus on and improve our CSR path going forward.
We are now among the top 25% of global companies assessed by EcoVadis. This achievement will help
drive sustainability within our company and is a clear endorsement of the CSR progress we are making
for the benefit of all our stakeholders, particularly our customers.
More details on our rating can be found in the scorecard below.
Tessenderlo Group 2022 annual report | 80
Our employees
Tessenderlo Group was founded more than 100 years ago. Our founders demonstrated a vision and
leadership that is still tangible in our DNA. Our success today relies on the continuation of their legacy:
daring to start small and never quitting, not allowing any of our resources to go to waste, and
persistently adding value to everything we do through imaginative process thinking and rethinking,
and research and development. Our founders also taught us to do business with integrity, and this is
a commitment that we unwaveringly maintain as we continue to expand into new business areas and
regions.
Over the years, Tessenderlo Group has grown into a diversified industrial group with operations and
a commercial presence in more than 100 locations across 26 countries around the globe. Each
company in the group serves different markets (inter)nationally with products and services that enjoy
an excellent reputation. Our various business units and companies represent the beating heart of the
group, each with its own identity and culture, the sum of which is more than the parts.
The attitudes we share, as a group
The various different business units and companies of Tessenderlo Group are not all involved in the
same activities. Nevertheless, we speak one language and are united by the attitudes we share. These
attitudes have been key in creating a strong company culture that focuses on excellence and
sustainable growth:
1. BE POSITIVE - We believe in the potential within and around us: we seize our opportunities with
optimism.
2. BE CURIOUS - We are open-minded and eager to learn: we want to get better at everything we
do and discover even more about the world we live in.
3. BE CONNECTED - We are connected internally and externally: we work closely together to share
our knowledge and best practices.
4. BE COURAGEOUS - We don’t shy away from obstacles. And we believe that having the courage
to challenge each other is a good thing.
5. BE DECISIVE - We take and execute decisions and we make sure things happen quickly.
6. BE FOCUSED - We set priorities and we pursue results together.
Our 6 attitudes indicate what we consider to be most important as a group. However, whilst these
attitudes act as a source of inspiration, they only really exist to the extent that we practice them. This
is why we are committed to actively applying our attitudes in our everyday work. Because it reflects
positively on our colleagues, customers, and other stakeholders. As a result, they clearly see our
entrepreneurial spirit and job satisfaction, and our value-driven, “can-do” mentality.
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The guiding principles we share, as a group
Tessenderlo Group has a positive and pragmatic outlook regarding how we can keep growing our
business in a sustainable way: we believe that Every Molecule Counts. Creative, well-considered usage
of our resources and a long-term focus are a common thread in our story. It is our ambition to
strengthen our leading market position in each business unit and company of our group and to ensure
enduring profitability. From a strongly anchored family shareholder base, Tessenderlo Group is further
committed to creating shareholder value through the execution of a sustainable long-term industrial
strategy.
The following principles guide our relationships with our employees, customers, shareholders, and
local communities:
Our guiding principles
1. We believe that Every Molecule Counts: we continually strive to valorize our products and
processes to the maximum and to add value to everything we do.
2. Our main focus is our business, and we do everything we can to get better at what we do.
3. The safety and health of everyone in our business comes first. This is non-negotiable.
4. Our people are the beating heart of Tessenderlo Group. We respect, enthuse, challenge,
develop, and recognize the achievements of our colleagues.
5. The customer is our priority, and this means operational excellence is essential.
6. We continuously improve our competitiveness. That is why we optimize our spending and keep
overheads to a minimum.
7. We are driven by our entrepreneurial spirit: challenge and execution are key. We fight and win
the battle in the market by assuming our responsibilities and taking the right actions at all levels.
8. We ensure the sum is more than the parts. We leverage our very diverse skills and share best
practices within our group through centers of excellence and services.
9. We continuously practice our 6 attitudes, and we are fully committed to performing our jobs
with integrity.
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Total number of employees
As at December 31, 2022, the total number of employees (FTE) working for the group amounted to
4,956. Out of this total, 880 employees were active in the Agro segment, 2,073 employees were active
in the Bio-valorization business, 1,966 employees were active in the Industrial Solutions segment and
38 employees were active in T-Power.
Meanwhile, 3,833 of the group’s total personnel are employed in Europe, 915 are employed in the
Americas and 208 are employed in Asia, Africa, and Australia.
Gender diversity
Since 2020, Tessenderlo Group has relied on its policy regarding Diversity & Inclusion, aimed at further
improving diversity and inclusion in our workplace. As shown in the figure above and the KPIs in the
tables, we measure and monitor a number of different gender-related metrics in the different levels
(general, expert level (E), leadership level (L), Board of Directors, and other governance bodies (see
table on the next page)). Also, the salary levels between genders are measured in the different groups.
The diversity of our employees can also be seen in the geographical spread.
On December 31, 2022, two out of six members of the Board of Directors were female. The Board of
Directors was therefore in full compliance with the Law of July 28, 2011, requiring that as of January
1, 2017, one-third of the members of the Board of Directors should be of a different gender than the
other members of the Board. In its selection procedure for the appointment of new directors, the
Board of Directors has integrated criteria with regard to diversity of competencies, age and gender
diversity. Furthermore, we also comply with the new upcoming directive on diversity at the board
level: 40% of non-executive director posts should go to the underrepresented sex (by 2026).
Employees and employment – Labor and Human Rights
Tessenderlo Group ensures respect for all basic human rights throughout the world. We do not
tolerate any discrimination or harassment on the grounds of race, color, gender, religion, origin, civil
status, family circumstances, feelings or sexual orientation, disability or age. Tessenderlo Group
expressly does not permit the use of child labor through the company and its suppliers.
We consider all qualified applicants for employment regardless of race, color, gender, religion, age,
national origin, sexual orientation, disability status or protected veteran status. To implement this
policy, we rely on our Human and Labor Rights policy within Tessenderlo Group.
The purpose of the policy is to clarify Tessenderlo Group’s view that respect for human rights and the
observance of labor rights are integral to our business practices. At the same time, we also comply
with the UN Global Compact principles.
Total number of global employees
Global employees
per age group
Gender distribution
of global employees
Tessenderlo Group 2022 annual report | 83
Any concern our employees might have regarding human rights and labor rights at Tessenderlo Group
can be raised either directly with their line managers or with their local senior leaders. This, together
with training sessions that are being implemented on this subject, is how we aim to cover our internal
risk related to labor and human rights. In case employees have the impression that their concerns
have not received sufficient attention, or that the response provided was inadequate, then the matter
can be confidentially brought to the attention of the Compliance Officer:
codeofconduct@tessenderlo.com
. Our external risk is also referred to in our Supplier Code of Conduct
and Sustainable Procurement policy.
Tessenderlo Group did not receive any formal complaints regarding labor & human rights or diversity
& inclusion in 2022.
To further develop and strengthen our Diversity & Inclusion Politics and Human & Labor rights
philosophy, we will make our diversity data available for our HR and leadership community on a
monthly basis via a KPI dashboard in 2023. This is a further step in our process of monitoring our KPIs.
In addition, we will perform a self-assessment on Human & Labor rights allowing us to verify with the
broad network of Tessenderlo employees if there are any opportunities for improvement. We will
start defining targets relating to these policies by the end of 2023.
Labor and Human Rights
ASSOCIATED MATERIAL ASPECT (GRI)
Score 2020
Score 2021
Score 2022
Diversity of gender in governance bodies (Remco,
Board, Audit Committee and ExCom*)
New in 2021
18% female
82% male
29% female
71% male
Diversity of governance bodies
(gender % of L level, E level and board)
11% female at L level**
24% at E level**
33% at Board level
12% female at L level**
24% at E level**
33% at Board level
15% female at L level**
25% at E level**
33% at Board level
Diversity of gender (all permanent employees) New in 2021
16.6% female
83.4% male
17% female
83% male
Diversity of employees (per region, per gender, and
per age category expressed in total numbers)
See Sustainability
report 2020
See Sustainability
report 2021
See page 82
% of employees compliant in training Labor and
Human Rights
- - 81.3%
Equal opportunity-ratio of basic salary and
remuneration of females to males at L level
Female 6% higher than
male
Female 5% higher than
male
Male 2.9% higher than
female
Equal opportunity-ratio of basic salary and
remuneration of males to females at E level
Male 3% higher than
female
Male 2% higher than
female
Male 4.3% higher than
female
Operations in which the right to freedom of
association and collective bargaining may be at risk
0 0 0
Total new hires and leavers New in 2021 673 new hires
641 new hires
384 leavers
Employee turnover
6.5%
12.9%
7.3%
*
Diversity of gender in governance bodies: definition changed from 2021 to 2022 for accounting reasons.
2021: BU Leadership Teams, Group Leadership Team, and the Board of Directors.
2022: Remco, Board, Audit Committee, and ExCom.
** E level = Expert level of Managers at the company; L level = Leadership level of Managers at the company.
Tessenderlo Group 2022 annual report | 84
Developing Human Resources for sustainable growth
Tessenderlo Group relies on a team of experienced professionals and this contributes towards our
realization of the business and strategic objectives across all areas.
With our tagline “Every Molecule Counts” we strongly believe that our people are the most important
drivers behind our success of creating sustainable growth. As we are making important strategic shifts
across our business units, HR has a crucial role to play in driving people and culture development,
business growth, and company agility.
We are convinced that our employees are the most important factor in our success. In a global
business where knowledge and expertise are essential, we build on our experienced and motivated
employees, who have an in-depth knowledge and understanding of both the group and our products.
Our HR managers, who make up part of each of the different management teams in the group, are
focused on rolling out the updated business strategies, shaping the organization, defining clear roles
and responsibilities, as well as attracting, retaining, and developing the right people, and building
motivated teams that will realize the objectives of the group. They also guide each company through
the cultural changes that are necessary for the successful implementation of the strategic plans.
Professional tools and processes for Talent and Reward, sharing best practices, and automation of
transactional work are supporting these common goals.
Within our annual performance cycle, clear objectives that are in line with our strategy execution are
defined internally in each of the different business units. Each business unit has a communication plan
to cascade these objectives of management down to the shop floor and to communicate them into
the minds, hearts, and hands of our team members.
Talent management is a key process within our organization. As our business is constantly growing,
we offer challenging yet rewarding jobs for enthusiastic people with backgrounds in Engineering,
Sales, and Business Development, as well as Operations Management and General Management. We
offer many great opportunities in terms of personal development and we strive to have in place a
personal development plan for each individual employee. On-the-job training and a permanent
feedback culture are essential, but we also organize learning and training programs for all levels of
employees. We build on the strengths of one another, and we deploy our people in a complementary
manner.
Within our Talent Review Process, we prepare career paths and carefully develop our talent for the
future. In addition, we have invested in platforms to facilitate these processes. HR is also responsible
for solid remuneration systems and benchmarked and competitive salary packages. The goal behind
our remuneration strategy is payment according to performance, in which we strive to stimulate the
entrepreneurial spirit of our employees.
We must ensure that our employees, as individuals, are fully prepared at all times in order to respond
to both the short-term and long-term challenges we face, as well as to work productively in result-
driven teams.
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It is for this reason that we have defined the following seven HR pillars for sustainable growth:
FIRST PILLAR
Shaping the right and lean organizations that will be able to provide the most effective support to the
different business models.
SECOND PILLAR
Attracting the right employees for the right jobs.
THIRD PILLAR
Engaging our people as regards the ways in which they can make even better contributions to the
execution of our strategy. This can be realized by developing annual performance cycles, continuous
feedback, the development of recognition plans, and clear communication.
FOURTH PILLAR
Seeking to further empower our employees and create motivated teams through a smart combination
of dedicated coaching and teambuilding. This will ensure that we have flexible and agile employees.
FIFTH PILLAR
Training and developing all of the talent in our group. The concept of talent management is considered
to be a key process within our organization, and it is therefore the responsibility of every leader and
manager in the organization to commit to this objective. In this respect, on-the-job training and a
permanent feedback culture are fundamental elements.
SIXTH PILLAR
Offering a solid reward system with benchmarked and competitive salary packages and benefits.
Benchmarking is undertaken via professional salary surveys and we also provide medical insurance for
our employees and pension schemes in every country in which we operate.
SEVENTH PILLAR
Following the Group Code of Conduct and compliance policies at all times.
Tessenderlo Group’s strategy could be undermined by the company’s inability to attract or retain employees in key positions, or by the
unexpected loss of experienced employees. Tessenderlo Group will continue its efforts to recruit, retain, and develop a competent workforce
and manage key talent throughout its global organization.
Tessenderlo Group 2022 annual report | 86
Training and Talent Management
We cherish talent and actively help our employees to grow and flourish. Through dedicated training
programs and coaching, we seek to empower our employees, ensuring that they are flexible and agile,
while simultaneously encouraging them to consider how they want to contribute to Tessenderlo
Group - both today and tomorrow.
We train and develop our employees because they are critical to our success and our ability to execute
our business strategy better than our competitors. Our culture includes having high expectations for
the personal growth of our employees, and we encourage continuous learning via job-specific, in-
person, and online training. Within HR, we are putting a strong focus on further digitalizing all
transactional HR activities. We are also establishing Shared Service Centers in a number of countries
to free up HR staff so they can be present on the shop floor and better support business growth.
All employees receive on-the-job training, a permanent feedback culture, and training programs. We
build on the strengths of one another, and our Talent Review Process aims at preparing career paths
and developing our talent for the future.
In 2022, Tessenderlo Group capitalized on the Learning Management System (LMS) implemented in
2021 by offering e-learning training to all employees on Microsoft Office skills (Excel) or essential
personal skills (e.g. Time Management). In terms of training sessions, we have supported them with
key initiatives. These include the further roll-out of our program for our factory workers, TOPS, which
is a self-learning approach that puts the learner in the driving seat of their career progression, the
reinforcement of our Sales Academy with targeted training to strengthen our consultative selling
approach, and the launch of leadership programs (Authentic and Transformational Leadership) to
equip our managers with the tools to manage the reality of today and tomorrow.
Motivating employees
ASSOCIATED MATERIAL ASPECT (GRI)
Score 2020
Score 2021
Score 2022
Average number of hours of training per employee
per year, excluding training on the job/machine
16 14.8 15.4
Employees receiving regular signed performance and
career development reviews expressed in % of E and
L grades
95% 96% 96%
Average years of seniority/company service
11.1
13.2*
13.1
% of L and E grade employees in performance-related
incentive plans
New in 2021 100% 100%
% of all employees in performance-related incentive
plans
New in 2021 66% 66%
% of L and E grade employees with a Personal
Development Plan
- New in 2022 52%
E grade employees in formal coaching or mentoring
programs
New in 2021 3.24% 8%
% of employees active in LMS
New in 2021
39%
44%
Hiring by source - internal/external New in 2021
12% internal
88% external
11.5% internal
88.5% external
* Given that we progressively induce more systemization for the gathering of data, some data from 2020 could be slightly less accurate, and
consequently, compared to 2021, might not show the complete accurate evolution.
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Safety and health
Tessenderlo Group is committed to protecting and improving the safety, health and general well-being
of its employees, customers, suppliers, and neighbors by preventing or limiting its activities and
products from affecting people and the environment.
It is our responsibility to ensure that our employees can work in a safe work environment and we are
responsible for clearly communicating expectations regarding how to work safely via awareness
programs, audits and improvement measures. Tessenderlo Group works to achieve a “zero fatality
rate” globally.
Tessenderlo Group’s Safety and Health Policy is integrated into company processes, operations, and
systems. The protection of employees, customers, suppliers, visitors, and neighbors against
unacceptable risks overrides economic considerations and must not be compromised. In the event of
any doubts, the overriding principle of precaution must apply.
Safety and health policy of Tessenderlo Group
Tessenderlo Group and all of its subsidiaries embrace and comply with its legal, ethical, and moral
responsibilities, in terms of protecting the safety and health of employees, contractors, customers,
and the communities in which we operate. We will always conduct our business to the highest
practicable standards.
Tessenderlo Group’s leadership, management, and all employees will act at all times to safeguard the
safety and health of all. No business goal, target, or job is more important than ensuring the safety
and health of everyone.
To fulfill those responsibilities, Tessenderlo Group ensures that the appropriate level of resources is
made available, together with the commitment to continuously improve safety and health
performance. It is the role of Senior Leadership to determine, deploy, and manage the required
resources to meet Tessenderlo Group’s responsibilities.
All employees and others engaged by Tessenderlo Group are expected at all times to fully comply with
applicable regulations and local processes that are determined necessary to protect safety and health.
Every incident and life-threatening accident is thoroughly investigated to determine and implement
the improvement actions required to prevent any repeat event. All employees are expected to report
all such events to local management so that the appropriate procedures can be followed.
Safety and health will always be a fundamental value of Tessenderlo Group.
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Our continuous focus on improving safety and health performance remains the top priority for
Tessenderlo Group. The year 2022 was again impacted by the global coronavirus pandemic and
consequently employee safety and health risks and performance were heightened. Our measures
were broadly successful and have remained in place to meet national and local statutory obligations.
However, our foremost objective remains to ensure that our employees remain safe and healthy and
understand, behave, and participate with our commitment to the well-being of everyone. We strive
to preserve, conserve, and protect the resources we use to conduct our business.
Group health and safety performance
During 2022, we continued to focus on sustained improvements from safety and health performance
within each business unit. Management has made this the number one priority and utilizes skilled and
qualified internal and external resources. Regular management and employee auditing and workplace
inspections are conducted, and thorough investigation and follow-up is conducted on injuries and
events that have or could have resulted in accidents and harm. Safety and health performance is
reviewed each month with the ExCom and the Senior Management of each business unit and,
consequently, revised targets are set each year in terms of realizing a continued reduction in accidents
and incidents.
In 2022, we also made further progress in the implementation of a group-wide learning management
system, which will enhance our ability to deliver and record systemic safety and health training for all
employees and contractors. This major multi-year project will underpin our continuing commitment
to training as the key factor in terms of setting standards and expectations for safe behavior in all the
locations where we conduct business.
Several business units continue to achieve progress and realized SHE performance improvements,
while some other business units reported lower accident levels. Compared with 2021, Tessenderlo
Group achieved an improved Lost Time Incident Frequency Rate. However, despite a significantly
better second half of the year, the severity rate of the recordable incidents ended up at a higher level
in 2022. To further reinforce our Guiding Principle that “The Safety and Health of everyone in our
business is more important than any other subject,” we are committed to placing more emphasis on
leading safety indicators that have been initiated going into 2023.
Tessenderlo Group 2022 annual report | 89
Health and Safety
ASSOCIATED MATERIAL ASPECT (GRI)
Score 2020
Score 2021
Score 2022
Lost Time Incident (LTI) frequency ratio
1
(all employees and contractors)
8.34 11.12 10.63
Near misses frequency ratio
2
(all employees and
contractors, expressed as number of hours worked)
New in 2021 829.76 893
Workers representation in formal joint
management/employee H&S committee
95% 96% 96%
Accident severity rate
3
(all employees) New in 2021 0.56 0.63
Total safety performance
4
(all employees and contractors)
New in 2021 10.84 10.63
Group insurance percentage coverage/
Life Assurance coverage
97% 98% 98%
1. LTI (Lost Time Incident) frequency rate is a rolling annual calculation based on the formula “LTIs x 1 million/total hours worked”
2. Near misses frequency ratio (all near miss reports x 1 million/ total hours worked)
3. Accident severity rate (severity of lost time injuries to employees defined as total days absent/1,000 hours worked)
4. Total safety performance (all LTIs + medical treatments x severity rate/total hours worked)
Tessenderlo Group lost time incident frequency rate
(number of lost time incidents per million hours worked)
Tessenderlo Group 2022 annual report | 90
Safety and health achievements
Agro segment
Tessenderlo Kerley, Inc. has a total of 9 facilities that have achieved more than 5 years without a lost
time incident. In addition, five of those locations have gone more than 20 years without a lost time
incident! To support the employee engagement and workplace culture that leads to this type of
performance, Tessenderlo Kerley, Inc. maintains a robust behavioral-based safety award program at
all its operational facilities. The program is designed to recognize employee activities that help ensure
everyone goes home unharmed every day. The focus areas of the program include safety meetings
participation, completion of safety inspections, hazard identification, and involvement in the task
observation process. During the past year, more than 98% of employees at our process plants actively
participated in the Safety Award Program. In addition, a multi-year initiative focused on ensuring SHE
management system controls needed to prevent severe injuries and fatalities are fully effective was
implemented.
Tessenderlo Kerley International continued its focus on Health & Safety. However, last year did not
lead to a reduction of accidents. Unfortunately, an increase in accidents took place. It was
predominantly the site in Ham (Belgium) that experienced an increase in accidents compared to the
previous year. At the site in Rouen (France), an accident took place after many years of the site being
accident-free. To further improve the situation (in order to turn the tide), a review of the 5-year Health
& Safety plan took place for the Ham site. An analysis of all incidents and accidents over the last 10
years was used as extra input in order to set the right focus. Meanwhile, the other international sites
within Tessenderlo Kerley International continued to operate with an accident-free record.
Bio-valorization segment
PB Leiner continued to make long-term improvements at its sites, maintaining a downward 5-year
trend in accident rates. A particular focus was placed on further facilitating safety processes and
standardization, among other things, with the global implementation of a safety app. This user-
friendly mobile application makes it considerably easier to report incidents, initiate actions, follow up,
and give feedback on incidents. Enhancing contractor safety was another focal point in 2022 with
several actions being put in place to increase awareness and prevention. The implemented measures
are already bearing fruit: the construction of the new wastewater facility in our Argentinian plant,
which amounted to a total of 160,000 working hours and involved almost 200 project workers, was
achieved without any accident or even any incident. In 2023, we will be taking the next steps in our
maturity model by installing safety cross audits, where we will learn from each other and go to the
next safety level.
At Akiolis, health and safety at work has remained a key area for management. Akiolis’ employees
face many challenging work environments and the possibility of lost time incidents. In 2022, Akiolis
continued to dedicate additional resources to making improvements and engaging all staff members.
The behavioral safety training program to help them highlight areas where employees can make
personal improvements to their own safety and that of their colleagues was continued in 2022. In
total, 175 managers were trained and they conducted nearly 1,300 safety dialogues. Consequently,
the number of work-related incidents resulting in lost time has fallen by more than 10%, particularly
in the Transportation department. In addition, 2022 saw 8 sites exceed 1,000 days without a lost-time
incident and 17 sites exceeded one year without such an incident.
Tessenderlo Group 2022 annual report | 91
Industrial Solutions segment
Within DYKA Group, we experienced a significant improvement in the lost time incident frequency
rate. The introduction of the safety pyramid within DYKA Group placed a focus on the main safety
issues. The safety pyramid included 20 “building blocks” representing all the relevant safety areas. The
focus on behavioral, technical, and organizational aspects of health and safety are still at the heart of
the program. Among the DYKA Group sites, BT Nyloplast in Hungary extended its accident-free
performance record to 2,780 days. DYKA Group is transferring its best practices and management
standards of the safety pyramid to the sites where further improvements are still required and this
“levelling up” process should realize success in 2023. In 2022, Tessenderlo Group and its DYKA Group
business unit officially finalized the acquisition of the Pipelife France plant in Gaillon (FR). The plant
has been incorporated into the operations of DYKA France. SHEQ policies and procedures are aligned
with DYKA Group and Tessenderlo Group.
Kuhlmann Europe achieved an excellent safety performance in 2022 with a single LTI and an event to
celebrate 419 days without an LTI. In addition, safety days were organized at the Loos plant to focus
on Seveso emergency safety rules and training on chemical hazards. The sites in France and Belgium
maintained their ISO 9001 and 14001 registrations (Loos only) without any deviations having been
notified. The French site also started its wastewater monitoring system to obtain approval from the
water supply agency in 2023. In December 2022, we also initiated a “Wellbeing at Work” week for our
employees that is planned to be repeated in 2023.
T-Power segment
T-Power reported no lost time incidents in its operations during 2022.
Social activities
Tessenderlo Group firmly believes in the importance of the recognition of teams based on positive
reinforcement. This can be linked not only to achieving certain results to help growth but also to life
events. Our employees spend a lot of their time at work and often “go the extra mile” for the group.
We believe these efforts should be celebrated and rewarded. Therefore, we take advantage of various
occasions, such as company anniversaries, to organize get-togethers for our teams as well as family
and friends. Our aim is to ensure our employees can also share the pride they have in their work and
what we do as a company with those from their personal lives. Social activities are important in terms
of contributing to the wellbeing of each of our employees and building a positive company
environment and culture.
Tessenderlo Group 2022 annual report | 92
Our planet
The challenges that the world faces - from climate change and population growth to food shortages
and economic crises - are the basis for our search for products and processes that create value for all
of our stakeholders.
There is no need to debate the fact that our planet is warming up. Overwhelming scientific consensus
argues that humans are causing this warming through the emission of greenhouse gasses, mostly from
the burning of fossil fuels. A warmer planet creates the effect of changing weather patterns. These
changes have an impact on freshwater availability. Climate change also affects our ability to produce
sufficient food in a reliable manner. It influences our ecosystems and biodiversity, as well as the spread
of diseases. Overall, severely changing weather patterns are increasingly having a profound effect on
our lives, our economies and our societies. Climate change is the single most important factor that will
define our future market environment.
Growing population
We live on an increasingly crowded planet. “The Day of Eight Billion,” which took place on November
15, 2022, was designated by the United Nations as the approximate day that the world population
reached eight billion people. The world population is expected to reach 9.7 billion people by 2050.
With approximately 83 million people being added to the world’s population every year, the upward
trend in population size is expected to continue. Such an increase will inevitably have an impact on
climate change and our natural resources, ecosystems, raw materials and land availability.
Improving standards of living
The global population is not only growing in terms of numbers. Global affluence is also increasing on
average. Whilst not every region or country of the world is benefiting from this development, China,
Brazil, and India are making big strides forward. Notwithstanding the fact that wider affluence has
many positive aspects, it will create a market environment with more people consuming more goods.
And this means it will be more difficult for supply to keep up with demand. Improved standards of
living are also linked to increasing urbanization; more people are now living in cities than ever before.
Every Molecule Counts
Every human being has the right to food, and we believe that it is our responsibility to help make this
possible through more efficient and sustainable agriculture. As demand outstrips nature’s capacity to
provide fresh water, and due to a lack of infrastructure, one billion people in the world lack access to
sufficient clean water. We offer solutions that promise a reduction of water use in agriculture and
improve water management and quality - these represent important steps towards conservation and
wider access. The earth’s natural resources are being squandered by some who think that supplies are
endless. Indeed, many such resources are either burned or dumped as waste after use. The reality is
that these resources can never be replenished. Therefore, in order to avoid depleting resources that
should be available to future generations as well as our own, we provide solutions to further reuse
and recycle materials, hence adding value to them.
Tessenderlo Group 2022 annual report | 93
Our challenge is to contribute to making a significant improvement in the efficient use of raw
materials, especially residuals or by-products from natural origin. This will mean we are making the
most of the resources. For this reason, we are 100% committed to finding new and more sustainable
ways in order to successfully address the following mega-challenges:
• Maximizing food production
• Optimizing the use of water
• Using our resources more responsibly
• Making better use of bio-residuals
• Reducing our energy footprint
Environment
Tessenderlo Group is aware of the impact our production operations have on the planet. We want to
take our share of responsibility and minimize the impact of our operations. We will continue to explore
ways of reducing our environmental footprint in every aspect of our activities.
“Every Molecule Counts” is at the heart of our strategy and this is expressed by the numerous business
activities and projects we deploy in terms of circularity. At the same time, our activities are subject to
environmental regulations that could create substantial costs and lead to disputes regarding
environmental matters. National and local authorities might even impose “no-fault liability,” leading
to a negative impact on our activities. Meanwhile, the environmental regulations in the markets where
we operate are becoming stricter, with a growing emphasis on compliance.
We offer various products and environmentally friendly solutions, in which we typically reclaim and
transform by-products from our own or other industries.
Based on the outcome of the materiality analyses and taking the assessments of our employees and
stakeholder representatives into account, we decided to focus on the topics of water and energy,
which have been enriched with data on renewable energy, water and air emissions, and waste.
Water and energy topics represent areas of major importance with regard to helping preserve the
natural resources of our planet, and are at the same time material to our business. As production
volumes are subject to change, we have also calculated the intensity ratios of water and energy, which
represent a more tangible steering metric.
There are two approaches regarding environmental sustainability:
1. Reduce the impact of our own operations on the environment, related to climate change
mitigation
2. Reduce the impact of the environment on our operations, related to climate change adaptation
Tessenderlo Group 2022 annual report | 94
1. Reduce the impact of our own operations on the environment
Going back to the subject of materiality we see that there is a whole cluster relating to sustainable
products: energy, water, air, and by-products. “By-products” is our preferred terminology instead of
“waste” because we see by-products as being value products that fit into our “Every Molecule Counts”
philosophy. Energy and water are tackled as the first topics at group level to report on in our step-by-
step approach. Energy and CO
2
relate to climate change mitigation and both energy and water are
seen as very important environmental topics, where our company also has an impact. We work
continuously on energy efficiency. Of course, next to these material topics, other parameters will
follow such as monitoring of the upcycling of by-products and the use of recyclates (non-virgin raw
materials) in our strategy towards the circular economy.
At present we have two main approaches for environmental topics:
• Circularity (Every Molecule Counts), see narratives of each BU
• Optimization (energy and water), see tables with metrics and evolution
The tables on pages 99, 100 and 101 show how renewable energy, air and water emissions, waste,
energy and water are monitored by our KPIs. In order to reach our targets, many projects are planned
or at the execution stage across the different BUs. These projects can be product-related or process-
related. Operational Excellence programs also help in this context. Apart from the Tessenderlo Group
CSR policy, several BU environmental policies are currently being implemented, such as energy and
energy efficiency policies, e.g. at some of our Belgian plants we have Energie Beleidsovereenkomsten
(energy policy agreements); some other BUs have their own environmental policies and might be
monitoring some additional CSR related KPIs and targets, but they are always integrated into the
Tessenderlo Group CSR approach.
2. Reduce the impact of the environment on our operations
Climate change adaptation, which is seen as the process to adjust to the effects of climate change, is
now also monitored by us with the support of our AXA Climate project, which gives us a clear view of
our actual and future exposure related to climate change. We screen all our own sites, rented
terminals, consignment stocks, tolling sites, and our key business supply chains for natural hazards
and the possible exposure to climate change. Extreme weather events and droughts pose additional
risks through damage to assets and/or adverse consequences on operations, supply chains, and
insurance costs. In the broader picture, we also refer to our Enterprise Risk Management Policy where
CSR risk is taken up in the screening and the planning.
Climate change adaptation
Our exposure to climate change and our own impact on climate change are two sides of the same
coin. We cannot dissociate them, and our understanding of how to reduce the impact of the climate
on our own operations and to reduce the impact of our own operations on the climate, is critical for
the future of our activities in alignment with global sustainability goals.
Tessenderlo Group 2022 annual report | 95
Our exposure to climate change
To understand our exposure to climate change and set up the ideal adaptation strategy, in late 2021,
Tessenderlo Group launched an initiative to assess its exposure to natural hazards and climate change.
Unfortunately, the past is no longer a reliable indicator and our resilience will depend on a clear vision
of what we can expect in the future in terms of climate change.
Climate change creates challenges with rising input costs (energy, water, raw materials, insurance
costs, market shifts, agricultural transition...). Extreme weather events, cold/heat waves and droughts
pose additional risks through damage to assets and/or adverse consequences on operations. And they
also impact people on the work floor, our supply chains and the community at large. Risks associated
with climate change have been increasing in terms of both frequency and severity in the past few
years.
Despite the random installation of some physical protective measures and the use of better-adapted
insurance solutions, we are facing a growing need for a more comprehensive approach to resilience,
relevant to the changing environments in which we operate, and which assures our stakeholders that
our future growth is sustainable. To meet this growing challenge, we realized that we needed to
develop more sophisticated resilience measures to reduce the impact of the climate on our
operations. A climate change resilience plan can help cover both the physical and transition risks that
can protect our business future.
Our primary purpose is to assess the risks, not just the hazards, and to develop a climate resilience
strategy through
• Physical protection measures
• Organizational measures
• A sustainable supply chain
Another purpose is to align our business strategies on climate change, especially in terms of
agricultural transition.
The “Climate change” project
Selected service provider and methodology: AXA Climate SAS
1
st
step
We asked the service provider to execute a thorough assessment according to IPCC scenario’s
(Intergovernmental Panel on Climate Change/United Nations). To assess our exposure, two scenarios
(Representative Concentration Pathways RCP 4.5 and RCP 8.5) were selected, and also two horizons
(2030 and 2050) vs baseline 2022.
Next steps
A periodic update of the risk modelling on the actual scope is considered (every 2 or 3 years) and the
ad hoc individual assessment of potential new sites.
Base-case : RCP* 4.5 Mid-century warming of +1.6 to 2.5°C. The end-of-the-century warming of this
scenario is projected to reach +2.1 to 3.5°C versus the pre-industrial era. NB Current climate policies
and 2030 determined contributions targets are leading to an end-of-the-century warming of +1.9 to
+3.0°C, in line with the base case.
Pessimistic case: RCP* 8.5. Mid-century warming of +1.9 to 3.0°C, which is approximately 0.4°C
warmer than the RCP 4.5. The end of the century warming of this scenario is projected to reach +3.3
to 5.7°C versus the pre-industrial era.
Tessenderlo Group 2022 annual report | 96
The IPCC Working Group I Sixth Assessment Report shows that the world will probably reach or exceed
1.5°C (2.7° F) of warming within just the next two decades. Whether we limit warming to this level
and prevent the most severe climate impacts depends on the actions we take in this decade. Only with
ambitious emission cuts the world can keep the global temperature rise to 1.5°C, which is the limit
that scientists say is necessary for preventing the worst climate impacts. Under a high-emissions
scenario, the IPCC has confirmed the world may warm by 4.4°C by the year 2100 — with catastrophic
results.
We applied this base case scenario and a pessimistic case scenario, which we can use for adaptation
purposes and develop a risk management response e.g. assess the exposure, adapt our operations,
avoid disruptions, etc. Beside adaptation and, of course, decarbonizing, engaging, innovating, etc.,
mitigating our own impact is part of our strategy. Two sides of the same coin!
Scope of the AXA Climate analysis
579 sites in 38 countries
1. Our own sites, e.g. our manufacturing plants, our own warehouses and terminals, our branches,
administrative buildings, innovation centers, ICT server locations - 193 locations.
2. Our rented terminals and warehouses as well as our consignment stocks with customers; 212
locations in total.
3. Some key suppliers and customers, which are critical to our supply chain. For this, we scrutinized
174 sites.
Therefore, for each individual site, we know precisely the value at stake: Assets (buildings, machinery,
etc.), Inventory, Sales, and Spend, and Gross profit margin, which allow us to quantify and qualify
precisely what is at risk. The physical parameters taken into account are: flood, heat index, drought,
rain, wind, energy, heat, cold, wildfire and geophysical parameters.
Parameters which can directly impact the assets and the people : flood, geophysical parameters,
wildfire and wind. The parameters rather having an impact on the consumption of energy (cooling,
warming) will also impact people working on the site and the community at large : cold, heat.
The other parameters which rather have an impact on the consumption of water will also impact the
community : drought, rain.
RCP* : Representative Concentration Pathway: the value of 4.5 or 8.5 refers to the concentration of carbon that delivers global warming at
an average of 4.5 or 8.5 watts per square meter respectively across the planet.
Tessenderlo Group 2022 annual report | 97
Results of the analysis
1. Data were delivered by AXA Climate SAS at the end of Q1 2022
2. A priority scale was defined as follows:
Main findings and our focus at this stage
Our focus here is on our own sites in Europe, the Americas, and our only own site in Asia, as we can
obviously not move our manufacturing sites.
Our rented sites could possibly move and, as an example, with the ongoing migration of agriculture
business activities in the US from the West to the East where water is more readily available, we are
aware that to continue to serve our customers we might use different terminal locations than we did
historically.
The sites of our suppliers and customers that are at risk might generate some disruptions but the risk
is very limited. Sourcing alternatives can possibly be considered. Climate impacts will be discussed
with our trading partners.
General conclusions
Our climate change adaptation is a work in progress. Based on global climate action (cf. COP 27), the
results of our current analysis could change and we might have to adapt ourselves to new scenarios.
The adaptation requirements can be considered from different perspectives and will have different
purposes for our different stakeholders.
• Adaptation with regards to the impact on people (health and safety protection) and the
community at large.
• Adaptation with regard to the impact on the physical assets (asset protection and business
continuity).
The analysis shows that Tessenderlo Group is less exposed at this point in time.
As we extend our presence and our footprint, we will continue to integrate climate action in the future,
as well as product adaptation.
Tessenderlo Group 2022 annual report | 98
Tessenderlo Group is fully aware of the significance of climate change, highly concerned about the
various impacts on people, assets, food production, supply chain disruption risks, and the agricultural
transition, and has been adapting its product range for quite a while. Below are just a few examples
related to the migration of agriculture business activities for climate reasons, and, mainly significant
droughts.
• 4R Nutrient Stewardship: Crop Vitality provides crop nutrition tools that allow growers to be
sustainable stewards in their fields. Delivering nutrients to plants at the right rate, time and
place, and from the right source, is vital to crop yield and crop quality.
• Reduced water consumption.
• Precision fertilization.
• Circular and sustainable bio-fertilizers based on food and feed products.
• Our crop protection line includes organic and naturally sourced products that combat fungus
and mildew and provide protection from sun damage.
• The potential relocation of terminals to serve our customers.
As outlined on the next pages featuring tables on energy and water, we realized reductions in 2022
compared to 2020 for energy (without vehicles in order to compare like-for-like), and for water (total)
and an increase for water intensity. The latter can be explained by the reduced volumes produced in
the Agro sector related to supply chain changes induced by geopolitical conditions such as the conflict
in Eastern Europe and the need to cool many storage tanks due to high ambient temperatures.
For energy as well as water, we look to the entire group excluding T-Power (where we are operating
under a tolling agreement):
• Total energy: reduction of 5.9%
• Energy intensity: reduction of 1.3%
• Total water: reduction of 0.4%
• Water intensity:
increase of 4.1%
In light of our materiality concerning the topics on sustainable products, air and water, we added new
metrics on renewable energy, waste and air, and water emissions. The tables for these metrics can be
found on the next page.
For the waste category, we have split this into hazardous and non-hazardous waste following the
national legislation definitions and also the reporting thresholds. The non-hazardous waste section for
the Bio-valorization segment is substantial due to the fact that sludge is officially calculated as waste
and also the fact that it can contain quite a lot of water. Tessenderlo Group is always looking at how
to better valorize side streams and also the officially called "waste" streams in the context of the
“Every Molecule Counts” philosophy that aims at stimulating the circular economy.
The renewable energy source is self-generated renewable hydrogen as well as purchased electricity
from renewable sources.
We also refer you to the financial part of the annual report, pages 39 to 42, which elaborates on CSR
risks; ethics and compliance, safety, industrial safety, transport accidents, climate risks, cybersecurity
risks, usage of Tessenderlo Group products, and market and strategic risks.
Tessenderlo Group 2022 annual report | 99
Renewable energy
Renewable energy (MWh)
2022
Agro
0
Bio-valorization
2,836.0
Industrial
Solutions
49,883.0
T-Power
0
Waste
Waste (ton/year)
Hazardous waste Non-hazardous waste
2022
Agro
362.6
5,966.2
Bio-valorization
249.7
194,727.8
Industrial
Solutions
2,603.8 2,560.9
T-Power
2.3
30.0
The non-hazardous waste of the Bio-valorization segment is mainly sludge, which is, according to local legislation, considered as "waste."
Water and air emissions
Water emissions
Air emissions
Nitrate
(kg NO
3
-
N/y)
Phosphate
(kg PO
4
-
P/y)
Pesticides
(kg/y)
Sulfur
dioxide
(kg SO
2
/y)
Nitrogen
oxides
(kg NO
x
/y)
Non-
methane
volatile
organic
compounds
(NMVOC)
(kg/y)
Fine
particulate
matter
(PM 2.5)
(kg/y)
Ammonia
(kg NH
3
/y)
Heavy
metals
(kg/y)
2022
Agro
2,908.0
N/A
N/A
551,690.0
180,487.0
N/A
32,696.0
83,000.0
181.0
Bio-valorization
20,603.0
14,300.0
N/A
78,270.0
215,005.0
2,203.0
2,287.0
677.0
0.11
Industrial
Solutions
95,309.0 2,252.0 N/A 67.0 3,683.0 N/A 1,843.0 N/A 39.0
T-Power
97.0
N/A
N/A
N/A
238,600.0
N/A
N/A
N/A
N/A
Tessenderlo Group 2022 annual report | 100
Energy
Energy
Energy (MWh/y)* Energy intensity (MWh/y)**
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
2,062,867 2,122,737 2,029,000 0.78 0.78 0.81
Agro
366,740
348,942
287,657
0.22
0.20
0.19
Bio-valorization
1,480,030
1,534,323
1,514,872
3.05
3.30
3.31
Industrial
Solutions
216,098 239,472 226,472 0.43 0.46 0.42
T-Power
2,350,652
1,531,225
1,729,863
N/A
N/A
N/A
Energy (without vehicles)
Energy (MWh/y) Energy intensity (MWh/y)
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
2,062,431 2,027,035 1,938,760 0.78 0.75 0.77
Agro
366,304
339,242
277,876
0.22
0.20
0.18
Bio-valorization
1,480,030
1,457,025
1,443,723
3.05
3.13
3.16
Industrial
Solutions
216,098 230,767 217,161 0.43 0.44 0.40
T-Power
2,350,652
1,531,225
1,729,863
N/A
N/A
N/A
*
Total energy consumption within the organization, in MWh, and per operating segment
**Total energy intensity ratio for the organization, and per operating segment
1. Organization specific metric (the denominator) to calculate the intensity ratio: The denominator is in metric tons of year product
produced to be sold; by-products included
2. Types of energy included in the intensity ratio: Hydrogen, electricity, liquid light fuel, liquid heavy fuel, natural gas, coal, wood,
steam
3. The intensity ratio is based on energy consumed within the organization
Tessenderlo Group 2022 annual report | 101
Water
Water
Water withdrawal (m³/y)* Water intensity (m³/t)**
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
17,369,996 17,255,481 17,298,000 6.60 6.35 6.87
Agro
3,532,440
3,441,548
3,373,750
2.14
1.99
2.22
Bio-valorization
10,747,657
10,583,725
10,831,327
22.18
22.76
23.69
Industrial
Solutions
3,089,898 3,230,207 3,092,924 6.21 6.22 5.70
T-Power
2,224,721
1,362,781
1,703,973
N/A
N/A
N/A
Water
Water withdrawal by source (m³/y)
Surface water Ground water
Third-party water
including city water
2020 2021 2022 2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
10,404,045 10,304,877 10,030,286 4,518,921 4,059,382 4,274,279 2,447,031 2,891,221 2,993,436
Agro
2,204,027
2,162,367
2,028,718
671,357
523,821
571,348
657,056
755,360
773,684
Bio-valorization
6,445,389 6,227,104 6,181,422 2,555,499 2,311,726 2,486,722 1,746,770 2,044,895 2,163,183
Industrial
Solutions
1,754,629 1,915,406 1,820,146 1,292,065 1,223,835 1,216,209 43,205 90,965 56,569
T-Power
2,168,545 1,306,227 1,654,883 0 0 0 56,177 56,555 49,090
* Information necessary to understand how the data have been compiled: see separate information on granularity & boundaries
**
Organization specific metric (the denominator) to calculate the intensity ratio: The denominator is in metric tons of year product produced
to be sold; by-products included
Tessenderlo Group 2022 annual report | 102
Innovation
Investments in innovation and R&D activities remain a key element of the Tessenderlo Group strategy,
and this investment continues to underpin our core philosophy that “Every Molecule Counts.” Our
innovation activities are prioritized in alignment with our business strategies. In R&D and new business
development, Tessenderlo Group continued to improve and develop product, process, and application
technologies through a customer-centric approach, launching new products, exploring new
applications for existing products and more efficient ways of producing them, thus enhancing their
utility, sustainability, and environmental protection profile. We also further developed our
collaborations with academia, customers, suppliers, and other relevant stakeholders.
Our Agro segment
In 2022, we continued our efforts to enhance the sustainability of our fertilizers and their production
processes. Through dedicated lab, pot, and field trials, we are tailoring our products and their usage
to help improve crop growth, yield, crop health, and soil health. We not only conducted scientific pot
and field trials at our Dinuba farm but also collaborated with several leading agronomic institutes. This
approach means we will continue to contribute to sustainable agriculture practices, translating the
insights gained from these scientific trials into fertilizer use recommendations and new fertilizer
developments. We strive to continuously improve our production processes through incremental and
more disruptive process innovations, with the ambition of ensuring the economic and environmental
sustainability of our operations.
Our Bio-valorization segment
We are passionate about improving the lives and well-being of humans and animals and - in that
context - our product innovations focus on the valorizing and upcycling of by-products from other
industries or making the most out of our precious natural resources.
In this regard, we continued to improve our portfolio of healthy collagen ingredients for humans,
including making an investment in a research program to partner with internationally recognized
experts in the field from the University of Maastricht. Furthermore, we are continuing to explore the
effects of our collagen peptides in the area of sports nutrition via our scientific collaboration with
Florida State University. We made good progress with our research program into collagen peptides
with the aim of enabling us to expand our market for collagen and gelatin. PB Leiner’s gelwoRx™
Dsolve pharmaceutical gelatin portfolio has been extended with three new products: Dsolve B, Dsolve
P, and Dsolve xTRA. The new variants have been specially designed to provide advanced solutions for
reduced crosslinking and fast dissolution of soft capsules. In addition, PB Leiner has entered into a
joint venture with Hainan Xiangtai Group in China to produce and commercialize premium fish
collagen peptides.
In a collaboration with Utrecht University, focusing on biofabrication in regenerative medicine,
different promising cell viability results with our Claro™ bioinks have been obtained. We continue to
market our IP-protected IDX and VDX technologies, yielding highly digestible blood meals and feather
meals, and are starting to license the technologies to those customers that want to significantly
upgrade their feather or blood meals, making sure that “Every Molecule Counts.”
Tessenderlo Group 2022 annual report | 103
Our Industrial Solutions segment
Together with various academic partners, we continued our research to develop sustainable solutions
for the recovery of critical minerals, such as copper, which is essential for electromobility, as well as
gold for electronics. At Kuhlmann Europe, several research initiatives are ongoing to optimize the
production process of FeCl
3
in different plants. Meanwhile, DYKA Group continues to develop
innovative solutions in response to megatrends such as urbanization, climate change, water scarcity,
and the energy transition. Improving in the area of sustainability is an integral element of the DYKA
Group innovation strategy, which is realized by, among other things, increasing the recycled content
in products and improving the energy efficiency of the processes used.
For product and technology platforms that are applied across several business units, we rely on our
Innovation & Learning Center in Dinuba (California, USA), the Phoenix Innovation Center (USA), and
the Tessenderlo Innovation Center (Belgium). We also rely on our R&D expertise across a broad area
of organic and inorganic chemistries at lab and pilot scale, which support several innovation projects
in Agro, Bio-valorization, and Industrial Solutions. Furthermore, our R&D teams partner with our
operations groups to constantly improve and optimize our products and processes with the aim of
ensuring operational excellence.
We continue to invest in innovation at our R&D sites, including commissioning state-of-the-art pilot
equipment, which facilitates the development of new sustainability concepts for next-generation
products, and improves the “from concept to commercialization” timeframe. Innovation teams at
Tessenderlo Group collaborate directly with our customers to support the adoption and use of our
products at their sites and in their processes.
Tessenderlo Group 2022 annual report | 104
Crop Vitality and Tessenderlo Kerley International
Precision agriculture
In agriculture, our crop nutrition and crop protection companies support growers in meeting the
global demand for food production.
Producing sufficient food for a growing population is the driving force behind the progress of
agricultural production and sustainability initiatives. A potential global population of nearly 10 billion
by 2050 means advances in food production technologies will be needed.
Our agricultural activities support our vision of building a safe, smart, and sustainable world. By
upcycling by-products from refineries into safe, non-hazardous fertilizers that become a valuable
resource for growers, we contribute to creating sustainable agriculture. We help growers around the
world meet the challenges of global food production. This is achieved with our high-efficiency
fertilizers that are used in conjunction with precision agricultural practices, which reduce the amount
of nutrients lost to air or runoff to waterways. Precision agricultural practices can lower water use
with drip irrigation and placing fertilizer in the exact location where the plant requires it as opposed
to simple broadcast methods. By providing growers with training based on our research, we give them
the tools and resources to improve their soil and crop health.
For developing economies, population growth and land availability are some of the main problems
agriculture is facing today. Proper use of crop nutrition and crop protection products make the
available farmland more effective and limits the need to clear more land for additional crop
production.
Every time a crop is grown and harvested, nutrients are taken from the soil and these nutrients must
be replaced in order to continue producing food, feed, fuel, and fiber crops. Sulfur, nitrogen,
potassium, calcium, and magnesium fertilizers make a vital contribution to healthy, productive soils
by providing the nutrients that plants need for their growth.
Tessenderlo Group 2022 annual report | 105
NovaSource
Crop protection
As long as agriculture has existed, pests, weeds, and diseases have diminished the yield of crops. The
responsible use of our NovaSource crop protection products, which include insecticides, herbicides,
and fungicides, enables growers to overcome these challenges and continue to provide the world with
nutritious, abundant, and affordable food. Our crop protection line includes organic and naturally
sourced products that combat fungus and mildews, and provide protection from sun damage.
Violleau
We offer organic fertilization and biocontrol solutions to our customers, as well as personalized advice
according to the soil, climate, and crop situation.
Taking the environment into account is a big part of everything we do. Our activity is part of the circular
economy logic as we valorize animal and plant by-products from agricultural and agri-food activities
into organic fertilizers. We believe in valorizing every stream and offering local solutions to the organic
agriculture market.
From an upstream perspective, we offer recovery solutions to our farming partners for some of their
effluents, to local food industries for their co-products, or to surrounding towns for the green waste
they collect.
We also provide biocontrol solutions to give farmers the necessary tools to control pests in a
sustainable and reasonable manner.
Tessenderlo Group 2022 annual report | 106
PB Leiner
We valorize animal by-products better, creating mutual value, close to our stakeholders.
We produce gelatin and collagen peptides that are used for valuable applications in the food,
pharmaceutical, and health & nutrition sectors. The raw material we use, which are the remains of
animals slaughtered for the meat and fish industry, might otherwise simply have been discarded: pig
skins, beef hide and bones, and fish skin are products that, in most countries, are only used for human
consumption in limited quantities, or even not at all. By upcycling these materials, we make the most
of our planet’s resources.
As part of Tessenderlo Group, we adhere to the group’s motto: “Every Molecule Counts.” This motto
represents the unique attitude we have towards sustainability and innovation. In everything we do,
we seek to further valorize the resources at our disposal. This counts just as much for the end products
we make, which we constantly optimize, as it does for the by-products from our processes, which we
consistently seek to repurpose as best we can.
The application potential of gelatin and collagen is astonishingly broad. In food, for example, gelatin
can make your croissants fluffier, your mousses airier, and it gives gummies that nice chewy bite.
Moreover, gelatin can extend the shelf life of certain foods, hence limiting food waste. Gelatin is also
the most widely used ingredient to make medical capsules, on account of its almost universal body
tolerance, combined with the fact that it melts at body temperature and displays useful elasticity and
clarity features. Collagen peptides in turn can enhance bone and joint health and are used as part of
patients’ recovery nutrition.
And that is not all. We also produce dicalcium phosphate (DCP) from animal origin, which is suitable
for animal feed. This phosphor source replaces phosphorus from mining in the feed sector, thus
counteracting the depletion of our natural resources. Furthermore, DCP from animal origin is better
absorbed by chickens, which leads to less phosphorus pollution of open waters. And the sludge
sediment that remains after the treatment of our wastewater contains nutrients like phosphorus and
nitrogen that help plants grow. Those nutrients actually come from the plant feed given to the cows
and pigs that are our source of raw material. And so today we are working on closing the loop: at
several locations across the globe, we are working on ways to transform our sludge into a soil
enhancer.
Whilst meat consumption in the Western world is slightly declining, the worldwide consumption of
meat is still increasing due to the growth of global GDP. By continuously looking at how we can
optimize our processes, we not only increase the yield but are also able to upgrade the characteristics
of our finished products. This results in higher value creation of the consumed raw materials.
When it comes to our processes, we also actively apply our “Every Molecule Counts” philosophy. We
are continuously working to improve every segment of our organization. For example, while our
production process uses large quantities of water, we take great care to minimize our water
consumption and to make sure it is properly treated before discharge so it has no negative impact on
the receiving water body. When it comes to energy, we continuously strive to optimize and reduce
our consumption of electricity and heat.
This being said, continuous improvement will only get us so far. A dedicated workgroup is setting out
the beacons and how we will get there, and we are committed to making the necessary investments.
Tessenderlo Group 2022 annual report | 107
Akiolis
At Akiolis, we help to create a more sustainable world through our operations. This means adding
value to animal materials generated in the production of, but not included in, food for human
consumption. In doing so, we are a link in an intelligent chain based on the recovery of co-products
and by-products. Processed animal protein (PAP) and animal fats generated from these materials
allow us to conserve fossil fuels and food sources. As a core element of the circular economy, the
recovery of animal materials enables us to directly address the question of sustainable development.
Our business model is naturally aligned with the circular economy. As part of our service, we collect
animal co-products and by-products in the meat industry (e.g. slaughterhouses, butchers, and cutting
plants) and in distribution (e.g. large retailers). Through appropriate treatment, we are able to harness
the nutritional or technological potential of these animal proteins and fats, which we then provide to
manufacturers in various sectors that require renewable materials for their own processes.
Some examples:
• Our PAP and animal fats are a substitute for fossil fuels in generating green electricity or steam
used in industrial furnaces, or indeed as a building heating source.
• Our proteins can be used to feed farmed fish. They are also a substitute for fishmeal, which
helps to protect and conserve maritime wildlife.
• Our animal proteins can also be used to fertilize soil or be applied as a fertilizer to vines, fruit
trees, vegetable crops, and green spaces, and they conform to organic agricultural standards.
• Our animal fats are an ingredient in soaps and detergents, as a substitute for palm oil.
• Our fats and proteins are also an ingredient in food for dogs and cats.
• By collecting bones from slaughterhouses, we are also able to extract bone minerals, resulting
in ossein, used in gelatin production.
• Sanitary safety.
Tessenderlo Group 2022 annual report | 108
DYKA Group
Sustainable water & air management, energy transport and building systems
DYKA Group’s long-life plastic pipe systems reduce water leakages in drinking water supply and
wastewater discharge networks. The electrical cable ducting systems and gas piping systems support
the energy transition towards renewable energy sources. Incorporating recycled materials into our
piping systems reduces the need for finite resources and landfill.
Catastrophes relating to climate change have increased significantly in recent years and will continue
to occur more frequently. Unpredictable levels of rainfall often exceed retention capacities, create
flood damage and overrun water treatment facilities. Although we realize that no system is equipped
to completely manage all flooding, our solutions for drainage, attenuation, and infiltration, as well as
our stormwater management systems, work effectively against the negative impacts of increasingly
frequent rainstorms. These solutions reduce flooding and collect, store, and manage sudden rainfall,
which prevents it from immediately spilling into rivers and retaining its capacity for reuse.
Throughout the world, too much clean drinking water goes to waste. This is not only the case in the
developing world. Poor quality pipework and leakages in distribution infrastructure result in the loss
of one-third of all drinking water. Our solution to this major problem is to supply high-performance,
long-life plastic pipe systems that will reduce water loss in the pressure supply network. Our objective
is to significantly reduce this staggering level of waste.
The trend of urbanization represents a massive challenge regarding water supply and treatment. Key
environmental issues, such as sustainable urban drainage, green infrastructure, and the increasing use
of brownfield sites are causing the house building market to change. The growing population also
means the market for construction materials is experiencing high levels of demand.
The increasing demographic movement of people to cities has led to the increase in wastewater
drainage requirements with a wide network of connections. Pipes and fittings are the prerequisites
for housing.
We are constantly diversifying our product range to ensure that we can respond to these changes.
Drinking water will become the world’s most valuable product over time. We currently face a mega-
challenge in providing drinking water to everyone. In the future, we need to become smarter in terms
of managing our water supplies. Our plastic pipes will ensure the safe transportation of all different
kinds of water; not only drinking water but also rain and wastewater.
Practical innovation also means the creative use of our systems to support other challenges. Just as
water pipe systems have clearly contributed to the health and well-being of people for decades,
legislation is now focusing on additional building standards with respect to air treatment. Fortunately
for the environment and energy consumption, the insulation of our houses has improved dramatically
in recent times. However, this brings with it the risk of a decrease in the inflow of oxygen in houses
that can, in turn, result in the retention of humidity and poor air quality that endangers the health of
the nearby residents. Based on our considerable expertise in water treatment systems we are now
converting this knowledge into air ventilation and treatment solutions that will contribute to a healthy
climate inside houses.
In the production of the intermediate layer of our PVC pipes, we increasingly incorporate recycled PVC
material, giving new value to post-consumer PVC material and reducing demands on finite resources
whilst maintaining high-quality levels. Also, the use of recycled PP materials in injection molded
products has increased in recent years (e.g. Rainbox infiltration boxes and inspection chamber bases).
Tessenderlo Group 2022 annual report | 109
Kuhlmann Europe
Water treatment, cleaner water, and much more
We bring solutions to treat and recycle dirty water and to produce drinking water with quick, cost-
effective concepts and we develop sustainable processes for resource conservation.
In the water treatment market, we are the number three supplier in Europe of inorganic chemicals
that act as coagulants for customers in municipal or industrial waste and drinking water plants. We
serve some of the major cities in Europe, including Paris and Brussels. Too frequently, contaminated
wastewater from industrial processes is simply thrown away and many decontamination methods
employ finite raw materials, which create additional waste and environmental problems. We help our
customers take dirty water and deliver clean water through the use of recycled chemicals that
coagulate phosphates and other contaminants both quickly and in a cost-effective way.
The Kuhlmann Europe business unit offers alternative reuse opportunities for the by-product HCl from
SOP (sulfate of potash) and waste pickle liquor from the steel industry by converting them into
coagulants used for the treatment of municipal and industrial wastewater, as well as for the
production of drinking water.
The circular business model for water treatment products allows for the use of a by-product from the
sulfate of potash fertilizer production present in our group as a raw material for the steel industry.
Once used by the latter in their pickling operations, Kuhlmann Europe recuperates the pickling liquor
from our customers, which is in turn used to produce coagulants for water treatment. These
coagulants then enable phosphorus to be extracted from wastewater and in doing so prevent the
eutrophication of surface waters.
Tessenderlo Group 2022 annual report | 110
moleko
Sustainability in industrial businesses
Through the creation of environmentally aware chemistries for mining and industrial applications, the
moleko business unit is creating a safer work environment for customers and plant production
processes.
Circularity in the chemical industry demands differentiation, sustainable practices, and the reduction
of waste. Moleko plays an essential role in assisting and enhancing the businesses of its customers
through its chemistries. This includes the areas of copper production, water purification, remediation
of contaminated soils/water, food processing, and energy production. Moleko is committed to finding
innovative ways to reduce waste.
Our alternative chemistries such as Thio-Gold®, which can replace cyanide (CN) lixiviants, allow for
extended mine life and gold recovery with less environmental impact and a safer working
environment.
Our cyanide detoxification chemistry and applications help to eliminate the discharge of noxious
chemicals to mine tailings, which protects local communities and wildlife from exposure to this hazard.
Our polysulfide line of products, including Calmet® and Cyntrol®, provide a safe and effective method
of remediating heavy metals in contaminated soil and groundwater applications, converting corrosive
cyanides in refining applications into nonhazardous chemistry, protecting equipment, and reducing
potential environmental emissions.
Our Captor® product provides safe, nonhazardous dechlorination and deozonation chemistry in
municipal water treatment facilities, which replaces the use of more hazardous chemicals.
Moleko can upcycle by-product gases from refineries and convert them into value-added chemistry
while ensuring world-class environmental performance. Furthermore, this can be done at the
customer’s site to optimize logistics and reduce our carbon footprint.
As part of our product stewardship endeavors, we strive to make every molecule count and focus on
the safe and effective use of our products while innovating essential chemistries for a sustainable
future.
Tessenderlo Group 2022 annual report | 111
T-Power
Gas power plants in the energy mix of the future
Since June 2011, T-Power has been operating a CCGT plant (Combined Cycle Gas Turbine, steam, and
gas power plant) on the Tessenderlo Group sites in the Belgian municipality of Tessenderlo. This gas
plant combines a gas turbine with a steam turbine to produce electricity. The natural gas is first burned
in the gas turbine, thus driving it, and the combustion gases then enter the recovery boiler, which
produces steam. The steam is then fed into the steam turbine. As a result, approximately two-thirds
of the combustion heat is recovered. The plant provides 425 megawatts of electricity and it meets the
latest environmental standards. T-Power is continuing to investigate the upgrade of the gas turbine
that will result in higher efficiency and electrical output.
The gas-fired power plant is very flexible, and this flexibility is becoming increasingly important due to
the rising share of fluctuating energy sources in the power grid, such as wind power and solar energy.
A gas power plant has lower emissions than lignite and coal-fired power plants and it also has a
different risk profile to that of nuclear power stations. This modern power plant enables Tessenderlo
Group to respond to developments in the Belgian energy market.
The CSR infographics for each business unit are available on the Tessenderlo Group website
(www.tessenderlo.com/en/csr-infographics
).
Tessenderlo Group 2022 annual report | 112
Some initiatives within the group
Tessenderlo Group continually strives to find more sustainable solutions. We aim to minimize our
ecological footprint and to maximize the contribution of our products in the transition to a green
economy. We offer various products and environmentally friendly solutions, in which we typically
reclaim and transform by-products from our own or other industries.
In 2022, we took many initiatives with regard to sustainability on a group and BU level to help to create
a world that makes the most of its resources. We aim to fully understand what is happening in the
world to determine how we can build the business of tomorrow by successfully addressing those
issues.
Tessenderlo Kerley International
Tessenderlo Kerley International has been working on reducing
waste, including the use of virgin plastic. With effect from 2023,
we will start using recycled intermediate bulk containers (IBCs) for
Thio-Sul®. Both the metal frame and the plastic container of the
IBC will be recycled. Furthermore, all packaging will be subject to a
strict cleaning and quality control process to ensure a products of
the highest quality. In 2023, we will investigate using the same
approach for other products, and we will also investigate the use
of recycled plastic for our SOP bags.
Tessenderlo Kerley International has started the construction of a new
Thio-Sul® plant in Geleen (the Netherlands). In this context, significant
efforts are being put into the sustainable operation of the facility:
additional investments have been made to integrate its carbon-free
steam production into the Chemelot heat network. Furthermore,
improved scrubbing systems will be installed in order to minimize air
emissions. Finally, research is ongoing with the aim of eliminating the
discharge of water treatment chemicals. All of this makes for a facility with
a very low environmental footprint!
Violleau
First of all, we adjusted our production process for organic fertilizer
pellets by implementing a bypass in our flow. This allows certain
formulations to skip a part of the production process. Creating a
more tailor-made and flexible production process has enabled us
to further reduce our energy consumption.
Secondly, we worked with some of our raw material suppliers to switch
from packaged deliveries to bulk deliveries, which further reduced the
waste generated in our plant. This has allowed us to establish a more
environmentally friendly, safer, and ultimately more economical setup.
Tessenderlo Group 2022 annual report | 113
Tessenderlo Kerley, Inc.
Tessenderlo Kerley, Inc., which operates the Crop Vitality, NovaSource, and moleko business units,
focused on water, energy, and upcycling. Here are a few examples of the 2022 initiatives:
Solar farm in Hanford, California
Tessenderlo Kerley’s Hanford facility completed phase 1 of the
installation of the 2 MWH solar facility at the end of 2022, with
commissioning due in the first quarter of 2023. The solar farm will
allow Tessenderlo Kerley to sell excess power to the grid during
daylight hours. The project was designed with the future in mind:
the possibility of expansion as the facility grows and having battery
installations to power the plant at night.
Water management in Dinuba, California
Crop Vitality’s Innovation & Learning Center installed an array of moisture meters to
lower our water use at the research farm and demonstrate the viability of low-water
intensity agriculture for local growers in the state of California where water
management is increasingly becoming a major area of focus for the government and
an increasingly costly input for growers.
Upcycling in Billings, Montana
Through our joint venture with Jupiter Sulphur LLC, Tessenderlo Kerley
installed a unique system to capture and upcycle byproduct ammonia
from the adjacent refinery that would otherwise be incinerated. Over
3,000 tons of ammonia can now be captured and utilized in the
production of our Thio-Sul® (ammonium thiosulfate) fertilizer.
Water management in East Dubuque, Iowa
Tessenderlo Kerley’s engineering team devised a new closed-loop cooling
system for the ammonium bisulfite unit that reduces the need for cooling
water, potentially saving millions of gallons of water that are lost to
evaporation every year.
Tessenderlo Group 2022 annual report | 114
PB Leiner
Supporting the municipal water treatment station in Acorizal, Brazil
Our Acorizal team is putting our water treatment
expertise to good use for its local community: in
2022, the team assisted with the refurbishment
of the municipal water station by sharing process
expertise, providing purification ingredients, and
training the municipal workers. Continued
training and support are on the agenda for 2023
with the objective of maintaining a reliable
supply of better-quality water for the residents
of Acorizal.
Pinch studies to cleverly prioritize energy efficiency projects
Pinch analysis is a systematic methodology to prioritize
energy-saving actions and provide a comprehensive
understanding of energy usage across an entire plant.
This integrated approach enables us to reduce energy
consumption as efficiently as possible at plant level,
rather than merely working on stand-alone sub
processes and installations. Furthermore, it is a dynamic
approach that can be applied to different processes,
which means that we can continuously improve our
sustainability performance over time.
Most of our plants did a pinch analysis in 2022 or will start one in Q1 2023. We are currently prioritizing
heat consumption reduction as this makes up over 80% of our energy consumption, and it is the most
complex aspect of our efforts to increase sustainability.
> 10% net heat energy reduction in Nehe (People’s Republic of China)
A great telling example of how this integrated pinch approach can yield better net sustainability
results can be found in Nehe:
In order to deliver gelatin of the best quality, our
processes require a cooling step towards the end of the
line. The pinch analysis revealed that, in another part of
the plant, the use of cold groundwater reduced the
efficiency of an installation that produces the drinking
water needed for the Nehe production site. As a result of
bypassing that cold groundwater to first act as a coolant
in the cooling step, and pass it through the drinking water
installation only afterwards when the water has absorbed
the heat from the cooling step, the team achieved energy
gains on multiple levels, getting one step closer to closing
the loop.
Tessenderlo Group 2022 annual report | 115
Akiolis
Gasification of meat and bone meal
In 2022, we validated a large-scale industrial investment for
our Saint-Langis-lès-Mortagne plant in order to limit our
carbon footprint by using biomass C1 meat and bone meal.
This consists of gasifying the animal meal produced on-site
to transform it into synthesis gas and produce energy used
to operate the site and, at the same time, produce electricity
that is sold back to the grid.
This project is unique in France and it responds to a circular logic of resource-saving in line with
France's energy transition program.
Signing of new agreements on quality of life at work and professional equality between men and
women
These agreements are important in terms of taking into
account the new expectations of our current and future
employees. We worked on five themes: attracting a wide range
of profiles, developing the professional skills of our employees,
reconciling better working conditions with the company's
performance, promoting work-life balance, and structuring
career development.
Organization of social events on-site and off-site
In 2022, at each of our sites, we invited our employees to
participate in picnics, barbecues, lunches in the
countryside, or go-karting. These team get-togethers
represented an opportunity to celebrate our successes in
a convivial way and strengthen the sense of belonging and
pride of our employees.
Tessenderlo Group 2022 annual report | 116
DYKA Group
Bio-attributed PVC at DYKA Netherlands
In 2022, DYKA Netherlands took a further step in improving the sustainability of
its plastic pipe systems. The innovation is focused on one of the most important
raw materials in the production of PVC pipe systems - ethylene. Ethylene can now
be produced from material of bio-attributed origin, providing a CO
2
reduction of
at least 90% compared to current plastic pipe systems. This is a smart innovation,
to which our Dutch colleagues are fully committed.
Launch of DYKA Group Sustainability Program
In 2022, DYKA Group launched its Sustainability Program across all its entities. The program consists
of three pillars, covering several UN SDGs:
1. Circularity: we want to prevent raw materials from becoming waste and we
want to minimize our emissions.
2. People: focus on people-related subjects, such as safety and diversity.
3. Continuous Improvement: focus on innovation and strengthening our
sustainability performance.
Several specific and timebound targets were set. We have already taken some great steps in regard
to this program by, for instance, creating life cycle assessments (LCAs) for 5 of our products (PVC U3,
DYKA AIR PE pressure, PP Solydo, and Axedo Gully), by developing Environmental Product Declarations
(EPDs) for U3 PVC pipe SN8/315 mm, and by creating a sustainability checklist for both suppliers and
our product development team. We are continuing with our efforts in terms of making our
Sustainability Program effective.
Improving awareness and actions on Operation Clean Sweep
With 7 of our 9 plants already taking part in Operation Clean Sweep (OCS) - with
the aim of having all plants take part before the end of 2023, several initiatives
were launched in 2022. We started communicating with all internal stakeholders
via team presentations and by signing our “Employee Pledge to Prevent Resin
Pellet, Flake, and Powder Loss.” In addition to that, several warning panels
regarding possible losses were placed in relevant locations in the plants.
Meanwhile, an inventory of possible technical solutions to prevent any losses has
been created and several positive actions were taken. We will continue our OCS
efforts in 2023.
Tessenderlo Group 2022 annual report | 117
Kuhlmann Europe
Mill Scales
The Mill Scales project consists of restarting a reactor
using a raw material that has the same name (this is a
co-product from the metallurgical industry) with the
objective of producing ferric chloride at a lower cost
while diversifying the raw materials.
This reactor was started in 2013 and stopped in 2017.
The restart was implemented in several stages in
2022, during which we continued our project to use
mill scales as an alternative to oxides. Our goal is to
produce ferric chloride with this reactor on a
sustainable basis without any shutdowns. In 2023, we
will also continue to investigate other sources of iron.
Hydrogen use and energy efficiency
Thanks to our investment in the heat recovery loop that was made in 2021 and
the optimization of the use of hydrogen in our steam boiler, we were able to
reduce our natural gas consumption by 20% compared to 2020. Indeed, in
2022, we continued to consume more hydrogen in the boiler to reach a record
level of 54% in the gas/hydrogen mix.
We are pleased to report that our energy consumption has remained stable
compared to 2020 while our total production has increased by 22%! To further
improve our energy consumption, we also installed new plant compressors in
2022 that allowed us to reduce it by another 33%.
In 2023, we have plans to replace the KOH flake boiler, which will allow us to use 100% of our co-
produced hydrogen and will further improve our energy efficiency.
Chemical Industry Trophy 2022
In November 2022, France Chimie (the professional organization that
represents the chemical industry in France) awarded Kuhlmann France the
Chemical Industry Trophy 2022, in the CSR category, at the ceremony of Les
Trophées de l'Industrie.
Our ability to reinvigorate our company over the years to ensure a positive
future and perpetuate our industrial activity throughout the French territory
and in Europe, our integration of the circular economy and recycling in our
business model, and the flexibility of our processes in terms of electric
energy consumption were the three essential reasons for France Chimie
awarding this trophy to Kuhlmann France.
Tessenderlo Group 2022 annual report | 118
Our community
Sustainability and corporate social responsibility also mean that we as a group must be aware of what
is going on outside of our company walls. Tessenderlo Group plays an important role in society. We
want to make a positive contribution to society and help to create a society that is characterized by
more prosperity and a higher level of well-being for all of our stakeholders. In our daily activities and
objectives, we continuously consider our stakeholders, who include our employees, customers,
suppliers, partners, shareholders, media, and local residents in the areas in which we operate.
We also care about the community around us and we therefore participate and actively promote the
participation of our teams in social and charity events. Some of our companies also have active
partnerships with learning institutions and are a recognized partner for development purposes. This
is an investment in the future of education, as well as in future generations.
We organize and participate in various initiatives. For instance, we organize on-site plant tours, invite
guest speakers at courses, and participate in job fairs; this often results in internships, which in turn
can lead to fixed employment over time. Failure to successfully manage relationships with local
communities could adversely affect the group’s reputation. Tessenderlo Group will continue its efforts
to make a positive contribution to the local communities it is part of.
Business ethics
All employees and subsidiaries of Tessenderlo Group worldwide aim to comply with the applicable
laws and regulations of the countries in which they operate, with the Tessenderlo Group Code of
Conduct, and are expected and required to comply with the contents of the Code of Conduct.
Tessenderlo Group requires honesty and integrity from all employees in the application of the Code
of Conduct and in all aspects of its business and expects the same of all its partners. Tessenderlo Group
complies with generally accepted international standards for business practices, which form the basis
for its activities and relations worldwide. For those also in a position of leadership and management
at Tessenderlo Group, this means, among other things, that they show “zero tolerance” towards
violations of local/international laws and all infringements of The Code of Conduct, other company
rules, and regulations. The protection and care of people and the environment represents a significant
part of Tessenderlo Group company policy.
Code of Conduct
In 2017, a Code of Conduct was drafted and incorporated into our organizational DNA. Our Code of
Conduct builds upon the Guiding Principles of Tessenderlo Group, together with our 6 Attitudes.
Fundamentally, the Code of Conduct sets out how we intend to continue to fully comply with the laws
and regulations in all regions where our organization is operating.
Due diligence procedures have been built into various business processes to ensure compliance with
Tessenderlo Group’s Code of Conduct across all of our segments. Verification of the operation of these
procedures is included in the audit program of the company’s Internal Audit Department. The Code of
Conduct describes the procedure to be followed for reporting and investigating violations of the Code.
Tessenderlo Group 2022 annual report | 119
Procurement & Supplier Code of Conduct
Looking from a social, ethical, or environmental perspective, the area of Procurement is a very
important area in terms of sustainability. We look to our own impact for the material topics in Scope
1 and Scope 2, but the impact from the supply chain is as important, or sometimes even more
important in terms of emissions or impact on the environment. At Tessenderlo Group, we have had a
Group Procurement Sustainability Policy since 2021 that was updated and published on our website
in 2022. The purpose of this policy is to solidify sustainability and CSR within Procurement and our
suppliers’ communities.
In addition to our Group Procurement Sustainability Policy, we also have our Tessenderlo Group
Supplier Code of Conduct. This lists for our suppliers our requirements with respect to business ethics,
social, safety, health, and environmental performance, which are in line with Tessenderlo Group’s
guiding principles. We expect all our suppliers, subcontractors, joint venture partners, and agents to
comply with these requirements. The Supplier Code of Conduct is part of the business contracting
process and it is a prerequisite for business partners to be selected to do business with our group. We
are in contact with our supply base to have this document signed. The Code of Conduct, the Supplier
Code of Conduct, and the Group Procurement Sustainability Policy are available on the Tessenderlo
Group website (www.tessenderlo.com/en/sustainability-development
).
On a regular basis, training sessions on sustainability topics are provided to the Procurement
Community of the group. Every training session is registered on our LMS and is available for new
employees, in the onboarding program. KPIs and targets for Procurement that we monitor are shown
in the table below.
Communities
ASSOCIATED MATERIAL ASPECT (GRI)
Score 2020
Score 2021
Score 2022
Collaborations in which local communities are involved
-
New in 2022
100%
Procurement training in CSR
New in 2021
75%*
100%
% of the spend with Supplier Code of Conduct
signature, measured against the spent of the previous
year
New in 2021 61.38%** 81%
* Estimation
** Result of calendar year 2021 - as this KPI started in the course of 2021, the score is continuing to increase.
Anti-bribery and anti-corruption
Mitigation of the corruption & bribery risk
1. Code of Conduct
As stated in our Code of Conduct, Tessenderlo Group complies with the Foreign Corrupt Practices Act,
other country-specific and appropriate anti-bribery laws, and with the basic principles of the
International Chamber of Commerce (ICC) Rules of Conduct to Combat Extortion and Bribery and the
OECD Convention on Combating Bribery of Foreign Public Officials in International Business
Transactions of 1997.
All employees of Tessenderlo Group may never offer, provide, or receive any financial or other
inducements in order to obtain, retain, or alter business contracts or for the purpose of influencing
decisions.
Tessenderlo Group 2022 annual report | 120
The employee shall not offer, give, solicit, or accept any bribe, whether cash or other inducement, to
or from any person or company, wherever they are situated and whether they are a public official or
body, supplier, or customer, in order to gain any commercial, contractual, or regulatory advantage for
Tessenderlo Group, nor to gain any personal advantage, pecuniary or otherwise, for the employee or
anyone connected with themselves.
The prevention, detection, and reporting of bribery is the responsibility of all employees throughout
Tessenderlo Group. All employees must report any information that they would have evidence of or
suspicion about in this respect.
2. Mitigation
A learning management system (LMS) is in place and our employees (L levels and people working in
Procurement) need to follow the training sessions and to pass a test.
On a yearly basis, we carry out a sales and a spend ledger analysis on a group level per country, using
the Corruption Perceptions Index (CPI*) to identify potential risks.
3. CPI screening
To reinforce the LMS and respect the Code of Conduct, as well as create extra awareness, a CPI
screening has been organized. Findings are communicated to the ExCom and possible “matches” can
generate further actions via internal audit and control. Our focus here is on countries presenting
extreme risks.
(CPI*): The Corruption Perceptions Index (CPI) is an index that ranks countries "by their perceived levels of public sector corruption”, as
determined by expert assessments and opinion surveys. The CPI generally defines corruption as an "abuse of entrusted power for private
gain.” The index has been published annually by the non-governmental organization Transparency International since 1995.
4. Results of the 2022 screening
1. Sales
The analysis detected 24 accounts (0.10% of our customers) representing +/- 5 million EUR of sales
(0.27% of annual sales) in very high-risk countries.
These 24 accounts have received adverse media screening and we did not find any press releases
related to corruption or any kind of risks for any of them.
NB1 The analysis excluded the dispersed suppliers involved in the collection of raw materials in France
for the bio-valorization business (thousands of butchers, restaurants, etc.).
NB2 Some countries (21 in total) are not scored by Transparency International because they are
autonomous states but still under “protectorate” or similar regimes. If we used the CPI score of the
country they are associated with, they would enter into the “Lowest risk” quartile. They also represent
+/- 5 million EUR of sales (0.28% of annual sales) and 81 accounts (0.32% of our customers).
Tessenderlo Group 2022 annual report | 121
2. Spend
The analysis detected 4 accounts (0.03% of our suppliers) representing +/- 17,000 EUR of spend
(0.001% of annual spend) in very high-risk countries.
These 4 accounts have received adverse media screening and we did not find any press releases
related to corruption or any kind of risks for any of them.
NB2 One country is not scored by Transparency International because it is an autonomous state but
remains under “protectorate” or similar regimes. If we used the CPI score of the country it is associated
with, it would enter into the “Lowest risk” quartile. This country also only represents +/- 5 million EUR
of sales (0.005% of the annual spend) and 3 accounts (0.02% of our suppliers).
Risks could arise from possible non-compliance with Tessenderlo Group’s Code of Conduct and the
associated internal procedures, as well as from the amendment or application of laws and regulations
in the various jurisdictions in which Tessenderlo Group nv operates. In order to manage the risk,
training courses on the application of the Code of Conduct and anti-trust code are organized
worldwide, including the possibility of reporting violations of rules to various individuals in the
organization, such as the hierarchical superior, the site leader, and HR and, if necessary, the
Compliance Officer. There is also a Compliance Committee active within the group that is dedicated
to the coordination of the compliance activities within the group, which includes the definition of the
various training programs that are organized.
Whistleblowing
There is a Belgian law on whistleblowing that was passed on December 15, 2022. It will be
implemented in 2023 in all plants and subsidiaries of Tessenderlo Group in Belgium. There is also a
French law on whistleblowing that was published in 2022; it did not have an implementing decree.
This decree has recently been published, so it will also be implemented in 2023.
We expect similar laws to be implemented other EU countries in 2023.
In 2020, 2021, and 2022, we had a zero score for the eligible alerts to the Compliance Officer at the
whistleblowing level for anti-bribery and anti-corruption.
We also refer you to the financial part of the annual report, pages which elaborates further on CSR
risks; ethics and compliance, safety, industrial safety, transport accidents, the usage of Tessenderlo
Group products, and market and strategic risks.
Tessenderlo Group 2022 annual report | 122
Cybersecurity
To protect against potential cyberattacks, Tessenderlo Group has invested heavily in cybersecurity in
recent years and will continue to do so in the coming years. Within Tessenderlo Group, a cybersecurity
governance team and program has been defined and is executed by a combined team of internal and
external cybersecurity experts.
On a weekly basis, a team of cybersecurity experts meets to discuss the status of short-term action
items and key cybersecurity incidents. The progress on cybersecurity policies and procedures is also
monitored and the long-term strategy is discussed and adjusted if necessary. Tessenderlo Group
draws inspiration from best practices of recognized cybersecurity organizations and frameworks such
as NIST and ISO.
Every quarter, people from the cybersecurity team, internal audit, and risk management meet to
discuss a general status update on cybersecurity projects and any possible major incidents that
occurred. During this meeting, changes to cybersecurity policies and procedures are also discussed
and approved. At least once a year, the Board of Directors receives an update on the cybersecurity
program and any major incidents that occurred.
Through awareness and education, Tessenderlo Group works hard to ensure its employees
understand their very important role in the cybersecurity and privacy equation. The employees must
attend mandatory cybersecurity awareness training and are subject to a phishing test campaign at
least twice a year. Information and updates are regularly shared through the various communication
channels within Tessenderlo Group regarding recent cybersecurity topics. Employees are also asked
to immediately report all suspicious email messages to the ICT Service Desk via a simple click in their
email tool.
Tessenderlo Group also works with external cybersecurity teams to check the public ICT assets for
weaknesses as well as to screen potential theft of user credentials.
Data privacy
Privacy and data security are among the primary concerns of Tessenderlo Group. We handle all
personal data that customers, suppliers or employees provide with the utmost care. Tessenderlo
Group observes a strict duty of confidentiality in the use of personal information and adheres to a set
of data privacy principles documented in our Privacy Policy, which is reviewed against changes in our
environment and updated when changes occur. We have taken appropriate technical and
organizational security measures to ensure the security, integrity and privacy of all personal
information collected, and to protect personal data against loss, misuse, and/or destruction. We
ensure compliance with the requirements of the General Data Protection Regulation (GDPR).
Tessenderlo Group does not sell personal information to third parties for marketing, advertising, or
other commercial purposes.
Tessenderlo Group 2022 annual report | 123
Ethics and Compliance
ASSOCIATED MATERIAL ASPECT (GRI)
Score 2020
Score 2021
Score 2022
Anti-trust training – current rate of compliance in line
with the defined schedule
86.3% 85.1% 90%
ABC (anti-bribery and anti-corruption) training –
current rate of compliance in line with the defined
schedule
New in 2021 62.3% 81%
Code of Conduct training – current rate of compliance
in line with defined schedule
100% 95.1% 81%
IP and confidential information training – current rate
of compliance in line with defined schedule
91% 73.4% 90%
New hires receiving Compliance training in line with
the agreed schedule (by job category) within 90 days
of being hired
New in 2021 95% 100%
Training on harassment and discrimination in the
workplace (TKI)
100% 100% 100%
Tessenderlo Group 2022 annual report | 124
KPIs
Our CSR strategy is inter-connected at the different levels of our group. The materiality topics (Labor
and Human rights, Motivating employees, etc.), with its current metrics (associated material aspect)
and KPIs (GRI), are linked to the higher level goals of the United Nations (SDGs) and also to our policies
and management approaches at Tessenderlo Group. Below are the CSR metrics, with several new KPIs
for 2022, and also the associated targets for social topics.
Social metrics
Labor and Human Rights
ASSOCIATED MATERIAL ASPECT
(GRI)
GRI SDG Score 2021 Score 2022 Targets
Group
policies
Diversity of gender in
governance bodies (Remco,
Board, Audit Committee and
ExCom*)
405-1 a
8
10
18% female
82% male
29% female
71% male
Diversity and
Inclusion
policy
Diversity of governance
bodies (gender % of L level, E
level and board)
12% female at
L level**
24% at E level**
33% at Board level
15% female at L
level**
25% at E level**
33% at Board level
Diversity of gender (all
permanent employees)
16.6% female
83.4% male
17% female
83% male
Diversity of employees (per
region, per gender, and per age
category expressed in total
numbers)
405-1 b
102-8
See Sustainability
report 2021
See page 82
% of employees compliant in
training Labor and Human Rights
412-2 b New in 2022 81.3% 95%
Labor and
Human rights
policy
Equal opportunity-ratio of basic
salary and remuneration of
females to males at L level
405-2
Female 5% higher
than male
Male 2.9% higher
than female
Equal opportunity-ratio of basic
salary and remuneration of
males to females at E level
Male 2% higher
than female
Male 4.3% higher
than female
Operations in which the right to
freedom of association and
collective bargaining may be at
risk
407-1 8 0 0 100%
Total new hires and leavers 673 new hires
641 new hires
384 leavers
Employee turnover 401-1, b
8
10
12.9% 7.3%
* Diversity of gender in governance bodies: definition changed from 2021 to 2022 for accounting reasons.
2021: BU Leadership Teams, Group Leadership Team, and the Board of Directors.
2022: Remco, Board, Audit Committee, and ExCom.
** E level = Expert level of Managers at the company; L level = Leadership level of Managers at the company.
Tessenderlo Group 2022 annual report | 125
Motivating employees
ASSOCIATED MATERIAL
ASPECT (GRI)
GRI SDG Score 2021 Score 2022 Targets Group policies
Average of hours of training per
employee per year, excluding
training on the job/machine
404-1
8
10
14.8 15.4
Learning &
Development
policy
Employees receiving regular
signed performance and career
development reviews
expressed in % of E and L
grades
404-3 96% 96% > 90%
Group talent
strategy
policy
Average years of
seniority/company service
(401-1, b) 10 13.2* 13.1
% of L and E grade employees
in performance-related
incentive plans
100% 100% > 75%
% of all employees in
performance-related incentive
plans
66% 66%
% of L and E grade employees
with a Personal Development
Plan
New in 2022 52%
E grade employees in formal
coaching or mentoring
programs
404-2
3.24% 8% > 5%
% of employees active in LMS
39%
44%
> 75%
Hiring by source -
internal/external
401-2, v
8
10
12% internal
88% external
11.5% internal
88.5% external
> 20%
internal
* Given that we progressively induce more systemization for data mining, some data from 2020 could be slightly less accurate, and
consequently, compared to 2021, might not show the complete accurate evolution.
Health and Safety
ASSOCIATED MATERIAL ASPECT
(GRI)
GRI SDG Score 2021 Score 2022 Targets
Group
policies
Lost Time Incident (LTI)
frequency ratio
1
(all employees
and contractors)
403-2-
9-10
3
8
11.12 10.63
By BU and
Tessenderlo
Group
Health and
Safety policy
Near misses frequency ratio
2
(all
employees and contractors,
expressed as number of hours
worked)
829.76 893 By BU
Workers representation in
formal joint
management/employee H&S
committee
403-1
102-41
96% 96% By BU
Accident severity rate
3
(all
employees)
0.56 0.63 By BU
Total safety performance
4
(all
employees and contractors)
10.84 10.63
By BU and
Tessenderlo
Group
Group insurance percentage
coverage/Life Assurance
coverage
401-2, i,
iii
3 98% 98% 95%
1. LTI (Lost Time Incident) frequency rate is a rolling annual calculation based on the formula “LTIs x 1 million/total hours worked”
2. Near misses frequency ratio (all near miss reports x 1 million/ total hours worked)
3. Accident severity rate (severity of lost time injuries to employees defined as total days absent/1,000 hours worked)
4. Total safety performance (all LTIs + medical treatments x severity rate/total hours worked)
Tessenderlo Group 2022 annual report | 126
Ethics and Compliance
ASSOCIATED MATERIAL ASPECT
(GRI)
GRI SDG Score 2021 Score 2022 Targets
Group
policies
Anti-trust training – current rate
of compliance in line with
defined schedule
205-2
4
85.1% 90%
95%
Anti Bribery
and -
corruption
policy & Anti-
trust
Competition
policy
ABC (anti-bribery and anti-
corruption) training – current
rate of compliance in line with
defined schedule
62.3% 81%
Code of Conduct training –
current rate of compliance in
line with defined schedule
205-2,
102-16-
17,
(410-1)
95.1% 81%
Code of
Conduct
policy
IP and confidential information
training – current rate of
compliance in line with defined
schedule
(418-1) 73.4% 90%
Group IP
policy
New hires receiving Compliance
training in line with the agreed
schedule (by job category)
within 90 days of being hired
404-2 95% 100%
Code of
Conduct
policy
Harassment and discrimination
in the workplace (TKI)
(410-1) 4 100% 100%
Diversity and
Inclusion
policy
Communities
ASSOCIATED MATERIAL ASPECT
(GRI)
GRI SDG Score 2021 Score 2022 Targets Group policies
Collaborations in which local
communities are involved
New in 2022 75%*
Procurement training in CSR 404-2
4
8
11
75%* 100% 95%
Procurement
Sustainability
policy
% of the spent with Supplier
Code of Conduct signature,
measured against the spent of
the year before
414-2 a 11 61.38%** 81% 77% ***
* Estimation
** Result of calendar year 2021 as this KPI started in the course of 2021, the result is further increasing.
*** Moving target: the target is increasing over time
Tessenderlo Group 2022 annual report | 127
Environmental metrics
Renewable energy
Renewable energy (MWh)
GRI 302-1 b
SDG 9, 11, 12, 13
Group policies Corporate Social Responsibility policy
2022
Agro
0
Bio-valorization
2,836.0
Industrial
Solutions
49,883.0
T-Power
0
Waste
Waste (ton/year)
Hazardous waste Non-hazardous waste
GRI 306-3 a, 306-3 b, 306-5 a, 306 - 5 d, 306-5 e
SDG 3, 9, 11, 12, 13
Group policies Corporate Social Responsibility policy
2022
Agro
362.6 5,966.2
Bio-valorization
249.7
194,727.8
Industrial
Solutions
2,603.8 2,560.9
T-Power
2.3
30.0
The non-hazardous waste of the Bio-valorization segment is mainly sludge, which is, according to local legislation, considered as "waste."
Water and air emissions
Water emissions Air emissions
Nitrate
(kg NO
3
-
N/y)
Phosphate
(kg PO
4
-
P/y)
Pesticides
(kg/y)
Sulfur
dioxide
(kg SO
2
/y)
Nitrogen
oxides
(kg NO
x
/y)
Non-
methane
volatile
organic
compounds
(NMVOC)
(kg/y)
Fine
particulate
matter
(PM 2.5)
(kg/y)
Ammonia
(kg NH
3
/y)
Heavy
metals
(kg/y)
GRI 307-7 a ii 307-7 a i 307-7 a iv 307-7 a vi 307-7 a vii
SDG 3, 6, 9, 11, 13 3, 9, 11, 13
Group policies Corporate Social Responsibility policy
2022
Agro
2,908.0
N/A
N/A
551,690.0
180,487.0
N/A
32,696.0
83,000.0
181.0
Bio-valorization
20,603.0
14,300.0
N/A
78,270.0
215,005.0
2,203.0
2,287.0
677.0
0.11
Industrial
Solutions
95,309.0 2,252.0 N/A 67.0 3,683.0 N/A 1,843.0 N/A 39.0
T-Power
97.0
N/A
N/A
N/A
238,600.0
N/A
N/A
N/A
N/A
Tessenderlo Group 2022 annual report | 128
Energy
Energy
Energy (MWh/y)* Energy intensity (MWh/y)**
GRI 302-1e 302-3 a
SDG 12, 13, 15
Group policies
Corporate Social Responsibility policy
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
2,062,867 2,122,737 2,029,000 0.78 0.78 0.81
Agro
366,740
348,942
287,657
0.22
0.20
0.19
Bio-valorization
1,480,030
1,534,323
1,514,872
3.05
3.30
3.31
Industrial
Solutions
216,098 239,472 226,472 0.43 0.46 0.42
T-Power
2,350,652
1,531,225
1,729,863
N/A
N/A
N/A
Energy (without vehicles)
Energy (MWh/y) Energy intensity (MWh/y)
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
2,062,431 2,027,035 1,938,760 0.78 0.75 0.77
Agro
366,304
339,242
277,876
0.22
0.20
0.18
Bio-valorization
1,480,030
1,457,025
1,443,723
3.05
3.13
3.16
Industrial
Solutions
216,098 230,767 217,161 0.43 0.44 0.40
T-Power
2,350,652
1,531,225
1,729,863
N/A
N/A
N/A
* Total energy consumption within the organization, in MWh, and per operating segment
**Total energy intensity ratio for the organization, and per operating segment
1. Organization specific metric (the denominator) to calculate the intensity ratio: The denominator is in metric tons of year product
produced to be sold; by-products included – GRI 302-3 b
2. Types of energy included in the intensity ratio: Hydrogen, electricity, liquid light fuel, liquid heavy fuel, natural gas, coal, wood,
steam – GRI 302-3 c
3. The intensity ratio is based on energy consumed within the organization – GRI 302-3 d
Tessenderlo Group 2022 annual report | 129
Water
Water
Water withdrawal (m³/y) Water intensity (m³/t)
GRI
303-3 a
N/A
SDG
6, 9, 11, 12, 13, 15
Group policies
Corporate Social Responsibility policy
2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
17,369,996 17,255,481 17,298,000 6.60 6.35 6.87
Agro
3,532,440
3,441,548
3,373,750
2.14
1.99
2.22
Bio-valorization
10,747,657
10,583,725
10,831,327
22.18
22.76
23.69
Industrial
Solutions
3,089,898 3,230,207 3,092,924 6.21 6.22 5.70
T-Power
2,224,721
1,362,781
1,703,973
N/A
N/A
N/A
Water
Water withdrawal by source (m³/y)
Surface water Ground water
Third-party water
including city water
GRI
303-3 a i 303-3 a ii 303-3 a v
2020 2021 2022 2020 2021 2022 2020 2021 2022
Group
(minus
T-Power)
10,404,045 10,304,877 10,030,286 4,518,921 4,059,382 4,274,279 2,447,031 2,891,221 2,993,436
Agro
2,204,027 2,162,367 2,028,718 671,357 523,821 571,348 657,056 755,360 773,684
Bio-valorization
6,445,389 6,227,104 6,181,422 2,555,499 2,311,726 2,486,722 1,746,770 2,044,895 2,163,183
Industrial
Solutions
1,754,629 1,915,406 1,820,146 1,292,065 1,223,835 1,216,209 43,205 90,965 56,569
T-Power
2,168,545 1,306,227 1,654,883 0 0 0 56,177 56,555 49,090
* Information necessary to understand how the data have been compiled: see separate information on granularity & boundaries – GRI 303-
3 d
**
Organization specific metric (the denominator) to calculate the intensity ratio: The denominator is in metric tons of year product produced
to be sold; by-products included
Tessenderlo Group 2022 annual report | 130
GRI index
Organizational profile
102-1 Name of the organization
102-2 Primary brands, products and/or services
102-3 Location of the head office of the organization
102-4 Number of countries in which the organization is active
102-7 Size
Strategy
102-14 Statement by the Board of Directors on the relevance of sustainable development for
the organization and its strategy
Ethics and integrity
102-16 Internally developed mission or statements of principles
102-17 Mechanisms for advice and concerns about ethics
102-22 Composition of the highest governance body and its committees
102-40 List of stakeholder groups
102-43 Approach to stakeholder engagement
102-45 Entities included in the consolidated financial statements
102-46 Defining report content and topic boundaries
102-47 List of material topics
Reporting method
102-50 Reporting period
102-51 Date of most recent report
102-52 Reporting cycle
102-53 Point of contact for questions about the report or its content
102-54 Reporting in accordance with GRI Standards
102-55 GRI table of contents
Management approach
103-1 Explanation of the material topic and its boundaries (materiality)
Economic performance
201-1 Direct economic value generated and distributed
201-3 Defined benefit plan obligations and other retirement plans
Disclosure 201-4 Financial assistance received from the government
Anti-corruption
205-2 Communication and training about anti-corruption policies and procedures
Energy
302-1e Total energy consumption within the organization, in joules or multiples, and per
business segment
302-1b Total fuel consumption within the organization from renewable sources, in joules or
multiples
302-3a Total energy intensity ratio for the organization, and per business segment
302-3b Organization-specific metric (the denominator) to calculate the ratio
302-3c Types of energy included in the intensity ratio
302-3d Information necessary to understand the energy intensity ratio
Water and effluents
303-3a Total water withdrawal from all sources
303-3a I Water withdrawal by source: surface water
303-3a ii Water withdrawal by source: groundwater
303-3a v Water withdrawal by source: third-party water
303-3d Information necessary to understand how the data have been compiled, such as any
standards, methodologies, and assumptions used
Tessenderlo Group 2022 annual report | 131
Emissions
307-7a Significant air emissions, in kilograms or multiples, for each of the following:
307-7a i NOx
307-7a ii SOx
307-7a iv Volatile organic compounds (VOC)
307-7a vi Particulate matter (PM)
307-7a vii Other standard categories of air emissions identified in relevant regulations (NH
3
)
Waste
306-3a Total weight of waste generated in metric tons
306-3b Contextual information necessary to understand the data and how the data has been
compiled
306-5 Waste directed to disposal
306-5a Total weight of hazardous waste directed to disposal in metric tons
306-5d Breakdown of the total weight in metric tons of hazardous waste and of non-hazardous
waste directed to disposal
306-5e Contextual information necessary to understand the data
Employment
401-1b Total number and rate of employee turnover during the reporting period (by age
group, gender and region)
401-2 i iii Group insurance percentage coverage
401-2 v Retirement fund percentage coverage
Occupational health and safety
403-2-9-10 Hazard identification, risk assessment and work-related injuries and ill health
403-1 Occupational health and safety management system
403-4 Workers representation in formal joint management-worker H&S committee
Training and Education
404-1 Average hours of training per employee per year
404-2 Programs for upgrading employee skills and transition assistance programs
404-3 Employees receiving regular signed performance and career development reviews
Human rights assessments
412-2 Employee training on human rights policies or procedures
Diversity and Equal Opportunities
405-1a Diversity of governance bodies
405-1b Diversity of employees
405-2 Equal opportunity-ratio of basic salary and remuneration
Freedom of association and collective bargaining
407-1 Operations in which the right to freedom of association and collective bargaining may
be at risk
Child Labor
408-1 Operations and suppliers at significant risk for incidents of child labor
Forced or compulsory labor
409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor
Local Communities
413-1 Collaborations in which local communities are involved
Tessenderlo Group 2022 annual report | 132
Tessenderlo Group 2022 annual report | 133
Consolidated financial statements
Consolidated income statement
For the year ended
December 31
(Million EUR) | note | 2022 | 2021 |
Revenue | 3 | ||
Cost of sales | - | - | |
Gross profit | |||
Distribution expenses | - | - | |
Sales and marketing expenses | - | - | |
Administrative expenses | - | - | |
Other operating income and expenses | 5 | - | - |
Adjusted EBIT 2 | 3 | ||
EBIT adjusting items | 6 | - | |
EBIT (Profit (+) / loss (-) from operations) | |||
Finance costs | 9 | - | - |
Finance income | 9 | ||
Finance (costs) / income - net | 9 | - | |
Share of result of equity accounted investees, net of income tax | 14 | ||
Profit (+) / loss (-) before tax | |||
Income tax expense | 10 | - | - |
Profit (+) / loss (-) for the period | |||
Attributable to: | |||
- Equity holders of the company | |||
- Non-controlling interest | - | ||
Basic earnings per share (EUR) | 20 | ||
Diluted earnings per share (EUR) | 20 |
The accompanying notes are an integral part of these consolidated financial statements.
2
Adjusted EBIT is considered by the group to be a relevant performance measure in order to compare results over the period 2021-2022, as
it excludes adjusting items from the EBIT (Earnings before interest and taxes). EBIT adjusting items principally relate to restructuring,
impairment losses, provisions, gains or losses on significant disposals of assets or subsidiaries and the effect of the electricity purchase
agreement.
Tessenderlo Group 2022 annual report | 134
Consolidated statement of comprehensive income
For the year ended
December 31
(Million EUR) | note | 2022 | 2021 |
Profit (+) / loss (-) for the period | |||
Translation differences 3 | |||
Net change in fair value of derivative financial instruments, before tax | 26 | ||
Other movements | - | ||
Income tax on other comprehensive income | 15 | - | - |
Items of other comprehensive income that are or may be reclassified | |||
subsequently to profit or loss | |||
Remeasurements of the net defined benefit liability, before tax | 23 | ||
Income tax on other comprehensive income | 15 | - | - |
Items of other comprehensive income that will not be reclassified | |||
subsequently to profit or loss | |||
Other comprehensive income, net of income tax | |||
Total comprehensive income | |||
Attributable to: | |||
- Equity holders of the company | |||
- Non-controlling interest | - |
The accompanying notes are an integral part of these consolidated financial statements.
3
The 2022 translation differences are mainly impacted by the further weakening of the EUR against the USD (-6%) (2021: -8%).
Tessenderlo Group 2022 annual report | 135
Consolidated statement of financial position
As per December 31
(Million EUR) | note | 2022 | 2021 |
Assets | |||
Total non-current assets | |||
Property, plant and equipment | 11 | ||
Goodwill | 12 | ||
Intangible assets | 13 | ||
Investments accounted for using the equity method | 14 | ||
Other investments and guarantees | 14 | ||
Deferred tax assets | 15 | ||
Trade and other receivables | 16 | ||
Long term investments | 18/22 | ||
Total current assets | |||
Inventories | 17 | ||
Trade and other receivables | 16 | ||
Current tax assets | 10 | ||
Derivative financial instruments | 26 | ||
Short term investments | 18/22 | - | |
Cash and cash equivalents | 18/22 | ||
Total assets | |||
Equity and Liabilities | |||
Equity | |||
Equity attributable to equity holders of the company | |||
Issued capital | |||
Share premium | |||
Reserves and retained earnings | |||
Non-controlling interest | |||
Total equity | |||
Liabilities | |||
Total non-current liabilities | |||
Loans and borrowings | 22 | ||
Employee benefits | 23 | ||
Provisions | 24 | ||
Trade and other payables | 25 | ||
Derivative financial instruments | 26 | ||
Deferred tax liabilities | 15 | ||
Total current liabilities | |||
Bank overdrafts | 18/22 | ||
Loans and borrowings | 22 | ||
Trade and other payables | 25 | ||
Derivative financial instruments | 26 | ||
Current tax liabilities | 10 | ||
Employee benefits | 23 | ||
Provisions | 24 | ||
Total liabilities | |||
Total equity and liabilities |
The accompanying notes are an integral part of these consolidated financial statements.
Tessenderlo Group 2022 annual report | 136
Consolidated statement of changes in equity
(Million EUR) | note | |||||||||
Balance at January 1, 2022 | - | - | ||||||||
Profit (+) / loss (-) for the period | - | - | - | - | - | - | ||||
Other comprehensive income | ||||||||||
- Translation differences | - | - | - | - | - | |||||
- Remeasurements of the net | ||||||||||
| defined benefit liability, net | - | - | - | - | - | - | ||||
of tax | ||||||||||
- Net change in fair value of derivative financial | - | - | - | - | - | - | ||||
instruments, net of tax | ||||||||||
- Other movements | - | - | - | - | - | - | - | - | ||
Comprehensive income, net | - | |||||||||
of income taxes | ||||||||||
Transactions with owners, recorded directly in equity | ||||||||||
- (Repurchase)/disposal of own shares | 19 | - | - | - | - | - | - | |||
- Capital increase by non- controlling interest | - | - | - | - | - | - | ||||
Total contributions by and distributions to owners | ||||||||||
Balance at December 31, 2022 | - |
Issued capital
Share premium
Legal reserves
Translation
reserves
Hedging reserves
Retained earnings
Equity attributable
to equity holders
of the company
Non-
controlling
interest
Total equity
Tessenderlo Group 2022 annual report | 137
(Million EUR) | |||||||||
Balance at January 1, 2021 | - | - | |||||||
Profit (+) / loss (-) for the period | - | - | - | - | - | ||||
Other comprehensive income | |||||||||
- Translation differences | - | - | - | - | - | ||||
- Remeasurements of the net defined benefit | - | - | - | - | - | - | |||
liability, net of tax | |||||||||
- Net change in fair value of derivative financial | - | - | - | - | - | - | |||
instruments, net of tax | |||||||||
- Other movements | - | - | - | - | - | - | |||
Comprehensive income, net of income taxes | |||||||||
Transactions with owners, recorded directly in equity | |||||||||
- Dividends paid to shareholders | - | - | - | - | - | - | - | - | |
Total contributions by and distributions to owners | - | - | |||||||
Balance at December 31, 2021 | - | - |
Issued capital
Share premium
Legal reserves
Translation
reserves
Hedging reserves
Retained earnings
Equity attributable
to equity holders
of the company
Non-
controlling
interest
Total equity
The accompanying notes are an integral part of these consolidated financial statements.
Tessenderlo Group 2022 annual report | 138
Consolidated statement of cash flows
For the year ended
December 31
(Million EUR) | note | 2022 | 2021 |
Operating activities | |||
Profit (+) / loss (-) for the period | |||
Depreciation, amortization and impairment losses on tangible assets, goodwill | 8 | ||
and intangible assets | |||
Changes in provisions | - | - | |
Finance costs | 9 | ||
Finance income | 9 | - | - |
Loss / (profit) on sale of non-current assets | - | - | |
Share of result of equity accounted investees, net of income tax | - | - | |
Income tax expense | 10 | ||
Other non-cash items | - | ||
Changes in inventories | - | - | |
Changes in trade and other receivables | - | - | |
Changes in trade and other payables | |||
Change in accounting estimates - inventory write off | 3/17 | ||
Net change in emission allowances recognized within intangible assets | 13 | ||
Revaluation electricity forward contracts | 26 | - | - |
Bargain purchase recognized following the acquisition of the activities of DYKA Réseaux | 4/6 | - | |
SAS | |||
Settlement loss UK pension plan | 6/23 | ||
Cash generated from operations | |||
Income tax paid | 10 | - | - |
Dividends received | |||
Cash flow from operating activities | |||
Investing activities | |||
Acquisition of property, plant and equipment | 11 | - | - |
Acquisition of intangible assets | 13 | - | - |
Acquisition of businesses, net of cash acquired | 4 | - | |
Proceeds from the sale of property, plant and equipment | |||
Cash deposit paid for prequalification CRM auction (T-Power) | - | - | |
Cash deposit reimbursed for prequalification CRM auction (T-Power) | |||
Acquisition of short term investments | 18/22 | - | |
Proceeds from sale of short term investments | 18/22 | ||
Acquisition of long term investments | 18/22 | - | |
Cash flow from investing activities | - | - | |
Financing activities | |||
Repurchase of own shares | 19 | - | |
Payment of lease liabilities | 11/22 | - | - |
Proceeds from new borrowings | 22 | ||
Reimbursement of borrowings | 22 | - | - |
Interest paid | 9 | - | - |
Interest received | 9 | ||
Other finance costs paid | - | - | |
Decrease/(increase) of long term receivables | |||
Capital increase from non-controlling interest | |||
Dividends paid to non-controlling interest | - | ||
Cash flow from financing activities | - | - | |
Net increase / (decrease) in cash and cash equivalents | - | ||
Effect of exchange rate differences | 22 | ||
Cash and cash eq. less bank overdrafts at the beginning of the period | 18/22 | ||
Cash and cash eq. less bank overdrafts at the end of the period | 18/22 |
The accompanying notes are an integral part of these consolidated financial statements.
Tessenderlo Group 2022 annual report | 139
The cash flow from investing activities changed from -79.0 million EUR to -194.0 million EUR. Total
capital expenditure amounts to -113.4 million EUR (2021: -95.9 million EUR) (note 3 - Segment
reporting). In 2022, cash considerations were paid for the acquisition of a production plant in Gaillon
(France) by DYKA Réseaux SAS (operating segment Industrial Solutions) and for the acquisition of the
product line Lannate® by Tessenderlo Kerley, Inc. (operating segment Agro), while there were no
acquisitions in 2021 (note 4 - Acquisitions and disposals). The proceeds from the sale of property, plant
and equipment for an amount of 7.0 million EUR in 2021 mainly related to the sale of the assets of the
MPR and ECS activities, while the proceeds from the sale of property, plant and equipment only
amounted to 1.6 million EUR in 2022, including several insignificant items. A financial guarantee,
through a cash deposit of 16.2 million EUR, was paid to Elia (the Belgian transmission system operator)
as part of the prequalification file leading to the participation in the Belgian CRM (Capacity
Remuneration Mechanism) auction in September 2022 for the construction of a second gas-fired
power station in Tessenderlo (Belgium). As the group was not successful in the CRM auction, the
guarantee was reimbursed before year-end 2022. As per year end 2022, two long term bank deposits
are outstanding for a total amount of 50.0 million EUR, compared to an outstanding short term bank
note of 10.0 million EUR per year-end 2021. The counterparty is a highly rated international bank. The
outstanding deposits have an original duration of 2 years (note 18 - Cash and cash equivalents).
The cash flow from financing activities amounts to -171.8 million EUR as per year-end 2022 (2021: -
80.1 million EUR). The reimbursement of borrowings (-198.0 million EUR) in 2022 mainly relates to the
reimbursement of the outstanding 2022 bonds (-165.5 million EUR) and the yearly reimbursement of
the T-Power credit facility (-25.7 million EUR). In 2022, two new loans of each 30.0 million EUR were
drawn by the group, maturing in February 2027 and April 2029, while no significant new borrowings
were drawn in 2021 (note 22 - Loans and borrowings).
As a result, cash and cash equivalents less bank overdrafts decreased from 320.2 million EUR in 2021
to 156.0 million EUR as per December 31, 2022 (note 18 - Cash and cash equivalents).
Tessenderlo Group 2022 annual report | 140
Consequences and impact of the conflict in Eastern Europe
The ongoing conflict in Eastern Europe and the subsequent economic and financial sanctions imposed
are negatively affecting the supply and purchase prices of raw materials as well as energy prices. This
applies in particular to MOP (muriate of potash), the main raw material for SOP fertilizers (sulfate of
potash) produced at Tessenderlo Kerley Ham (Belgium). Tessenderlo Group previously purchased
MOP mainly in Russia and Belarus, as well as, to a lesser extent, from some other countries. Due to
the high MOP inventory position at the start of the year, as well as a revision of the sourcing mix, the
supply difficulties had only a limited impact on Tessenderlo Group’s profitability during 2022. The
increase in energy prices had a negative impact on our various activities, although this could be
somewhat limited by our previously concluded forward purchase contracts, as well as by the increase
in our sales prices.
Notes to the consolidated financial statements
Page
1
Summary of significant accounting policies
141
2
Determination of fair values
157
3
Segment reporting
159
4
Acquisitions and disposals
163
5
Other operating income and expenses
165
6
EBIT adjusting items
165
7
Payroll and related benefits
166
8
Additional information on operating expenses by nature
167
9
Finance costs and income
168
10
Income tax expense
169
11
Property, plant and equipment
171
12
Goodwill
174
13
Intangible assets
176
14
Investments accounted for using the equity method
178
15
Deferred tax assets and liabilities
179
16
Trade and other receivables
181
17
Inventories
182
18
Cash and cash equivalents
182
19
Equity
183
20
Earnings per share
185
21
Non-controlling interest
186
22
Loans and borrowings
187
23
Employee benefits
190
24
Provisions
196
25
Trade and other payables
197
26
Financial instruments
198
27
Guarantees and commitments
207
28
Contingencies
208
29
Related parties
209
30
Auditor's fees
211
31
Subsequent events
212
32
Group companies
219
33
Critical accounting estimates and judgments
221
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(Q) Employee benefits
Tessenderlo Group 2022 annual report | 152
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Revenue by market | Non-current segment assets | |||
(Million EUR) | 2022 | 2021 | 2022 | 2021 |
Belgium | 234.4 | 188.4 | 390.6 | 467.0 |
The Netherlands | 264.7 | 226.6 | 73.0 | 42.8 |
France | 427.7 | 357.6 | 242.6 | 238.1 |
Germany | 78.6 | 53.3 | 24.5 | 22.7 |
Spain | 90.8 | 92.8 | - | - |
United Kingdom | 127.2 | 108.1 | 16.9 | 19.4 |
Poland | 38.4 | 31.6 | 6.3 | 7.1 |
Other European countries | 155.6 | 140.6 | 6.4 | 5.8 |
United States | 746.3 | 583.2 | 212.9 | 179.1 |
Mexico | 82.0 | 44.5 | 4.0 | 2.8 |
China | 17.5 | 17.5 | 5.4 | 6.5 |
Rest of the world | 324.2 | 237.3 | 45.0 | 36.7 |
Tessenderlo Group | 2,587.5 | 2,081.5 | 1,027.8 | 1,028.0 |
Tessenderlo Group 2022 annual report | 163
Tessenderlo Group 2022 annual report | 164
As of acquisition date of this production plant and associated business, the group recognized the fair
Consideration | Fair value adjustments | Recognized values on | |
(Million EUR) | (paid)/received | acquisition | |
Non-current assets | 2.7 | 4.5 | 7.2 |
Current assets | 8.1 | 0.7 | 8.8 |
Non-current liabilities | - | -2.5 | -2.5 |
Current liabilities | - | -0.1 | -0.1 |
Net assets | 10.8 | 2.7 | 13.5 |
Net cash outflow | -10.8 | ||
Gain from a bargain purchase | 2.7 |
Tessenderlo Group 2022 annual report | 165
(Million EUR) | note | 2022 | 2021 |
Additions to provisions | -1.0 | -1.4 | |
Research and development cost | -13.1 | -10.4 | |
Taxes other than income taxes | -4.4 | -4.0 | |
Expenses related to defined benefit plans | 23 | -1.4 | -2.0 |
Gains on disposal of property, plant and equipment and intangible assets | 0.7 | 0.7 | |
Reversal/(recognition) of impairment losses on trade receivables | -0.7 | -0.2 | |
Other | 1.2 | 0.7 | |
Total | -18.8 | -16.5 |
(Million EUR) | note | 2022 | 2021 |
Gains and losses on disposals | 0.3 | 2.8 | |
Restructuring | -0.3 | -1.7 | |
Impairment losses | 8/11 | -37.6 | -1.9 |
Provisions and claims | 13.5 | 4.0 | |
Settlement loss UK pension plan | 23 | -7.3 | - |
Electricity purchase agreement | 21.1 | -1.4 | |
Other income and expenses | -1.6 | 0.0 | |
Total | -12.0 | 1.9 |
Tessenderlo Group 2022 annual report | 166
(Million EUR) | note | 2022 | 2021 |
Wages and salaries | -277.1 | -254.5 | |
Employer’s social security contributions | -59.9 | -53.9 | |
Other personnel costs | -19.8 | -21.7 | |
Contributions to defined contribution plans | -10.2 | -9.3 | |
Expenses related to defined benefit plans | 23 | -13.5 | -7.3 |
Total | -380.4 | -346.6 |
Tessenderlo Group 2022 annual report | 167
| Depreciation on PPE | Amortization on | Total | |||||
(Million EUR) | note | intangible assets | |||||
2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||
Cost of sales | -102.3 | -98.1 | -21.7 | -21.9 | -124.0 | -119.9 | |
Administrative expenses | -6.2 | -5.5 | -0.3 | -0.6 | -6.5 | -6.1 | |
Sales and marketing expenses | -0.2 | -0.7 | -3.4 | -3.3 | -3.6 | -4.0 | |
Other operating income and expenses | 5 | -0.6 | -0.5 | - | - | -0.6 | -0.5 |
Total | 11/13 | -109.3 | -104.7 | -25.4 | -25.7 | -134.7 | -130.4 |
| Property, plant | Intangible assets | Goodwill | Total | ||||||
(Million EUR) | note | and equipment | |||||||
2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||
Impairment losses | 6/11/12 | -37.0 | -1.9 | - | - | -0.6 | - | -37.6 | -1.9 |
Total | 6/11/12 | -37.0 | -1.9 | 0.0 | 0.0 | -0.6 | 0.0 | -37.6 | -1.9 |
Tessenderlo Group 2022 annual report | 168
(Million EUR) | 2022 | 2021 | ||||
Finance | Finance | Total | Finance | Finance | Total | |
costs | income | costs | income | |||
Interest expense on loans and borrowings measured at amortized cost | -7.2 | - | -7.2 | -9.4 | - | -9.4 |
Dividend income from other investments | - | 0.0 | 0.0 | - | - | - |
Interest income | - | 0.9 | 0.9 | - | 0.4 | 0.4 |
Expense for the unwinding of discounted provisions | -1.1 | - | -1.1 | -0.2 | - | -0.2 |
Net interest (expense)/income on pension asset/(liability) | -0.4 | 0.2 | -0.2 | -0.2 | 0.1 | -0.1 |
Net foreign exchange gains/(losses) (including revaluation to fair value and realization of derivative financial instruments) | -31.0 | 36.4 | 5.4 | -4.2 | 18.9 | 14.7 |
Net other finance (costs)/income | -1.8 | 0.2 | -1.5 | -1.1 | 0.2 | -0.8 |
Total | -41.5 | 37.8 | -3.8 | -15.1 | 19.6 | 4.5 |
(Million EUR) | 2022 | 2021 |
Interest expenses on loans and borrowings measured at amortized cost | -7.2 | -9.4 |
Reconciliation with consolidated statement of cash flows | ||
Interest expense on other loans and borrowings | -7.2 | -9.4 |
Changes in accrued interest charges | -2.1 | 0.0 |
Payment for forward rate agreements at maturity date | -4.4 | -5.7 |
(recognized at T-Power nv acquisition date) | ||
Interest paid | -13.8 | -15.1 |
Tessenderlo Group 2022 annual report | 169
(Million EUR) | 2022 | 2021 |
Recognized in the income statement | ||
Current tax expense | -63.7 | -47.2 |
Adjustment current tax expense previous periods | -0.6 | -0.8 |
Deferred tax - due to changes in temporary differences | 10.0 | 2.9 |
Deferred tax - due to changes in tax rate | 0.1 | 0.1 |
Deferred taxes - recognition (derecognition) of tax losses | -8.2 | 2.4 |
Total income tax expense in the income statement | -62.4 | -42.6 |
Profit (+) / loss (-) before tax | 289.2 | 230.9 |
Less share of result of equity accounted investees, net of income tax | 4.8 | 0.7 |
Profit (+) / loss (-) before tax and before result from equity accounted investees | 284.3 | 230.2 |
Effective tax rate | 21.9% | 18.5% |
Reconciliation of effective tax rate | ||
Profit (+) / loss (-) before tax and before result from equity accounted investees | 284.3 | 230.2 |
Theoretical tax rate | 25.9% | 26.0% |
Expected income tax at the theoretical tax rate | -73.8 | -59.8 |
Difference between theoretical and effective tax expenses | 11.4 | 17.2 |
Adjustment on deferred taxes | -8.1 | 2.5 |
Change in tax rates | 0.1 | 0.1 |
Recognition (derecognition) of tax losses | -8.2 | 2.4 |
Adjustment on tax expenses | 19.5 | 14.7 |
Expenses not deductible for tax purposes | -0.8 | -1.6 |
Non-taxable income | 0.6 | 1.3 |
Tax incentives | 1.7 | 2.1 |
Use of tax losses / tax credits | 16.5 | 10.9 |
Tax losses / temporary differences for which no deferred tax asset has been recorded | -1.3 | -0.4 |
Adjustment current tax expense previous periods | -0.6 | -0.8 |
Other | 3.5 | 3.2 |
Tessenderlo Group 2022 annual report | 170
Tessenderlo Group 2022 annual report | 171
| Land and | Plant, | Furniture and | Assets under | ||
| buildings | machinery and | vehicles | construction | Total | |
(Million EUR) | equipment | ||||
Cost | |||||
At January 1, 2022 | 536.8 | 1,513.4 | 195.1 | 69.9 | 2,315.2 |
- change in consolidation scope | 5.4 | 1.1 | 0.1 | 0.2 | 6.8 |
(acquisitions) | |||||
- dismantlement provision | 0.1 | 0.6 | - | - | 0.7 |
- capital expenditure | 6.4 | 22.4 | 1.9 | 82.2 | 112.8 |
- IFRS 16 new leases and lease | 5.7 | 2.3 | 9.7 | - | 17.7 |
modifications | |||||
- sales and disposals | -3.0 | -2.7 | -27.7 | - | -33.5 |
- transfers | 13.1 | 54.0 | 8.0 | -75.6 | -0.5 |
- translation differences | 6.7 | 16.5 | 2.6 | -1.1 | 24.7 |
At December 31, 2022 | 571.0 | 1,607.6 | 189.8 | 75.6 | 2,443.9 |
Depreciation and impairment losses | |||||
At January 1, 2022 | -313.2 | -993.0 | -122.5 | 0.0 | -1,428.7 |
- depreciation (note 8) | -20.0 | -66.6 | -22.7 | - | -109.3 |
- impairment losses (note 6/8) | - | -37.0 | - | - | -37.0 |
- sales and disposals | 2.9 | 2.5 | 27.1 | - | 32.5 |
- translation differences | -3.5 | -7.3 | -1.9 | - | -12.7 |
At December 31, 2022 | -333.9 | -1,101.4 | -119.9 | 0.0 | -1,555.2 |
Carrying amounts | |||||
At January 1, 2022 | 223.6 | 520.4 | 72.6 | 69.9 | 886.6 |
At December 31, 2022 | 237.1 | 506.2 | 69.9 | 75.6 | 888.7 |
Tessenderlo Group 2022 annual report | 172
( | |||||
Tessenderlo Group 2022 annual report | 173
| Carrying amount | Depreciation charges on | |||
(Million EUR) | right-of-use assets | right-of-use assets | ||
2022 | 2021 | 2022 | 2021 | |
Land and buildings | 21.4 | 21.8 | 5.9 | 5.1 |
Plant, machinery and equipment | 3.7 | 3.3 | 1.9 | 1.7 |
Furniture and vehicles | 23.0 | 25.8 | 12.6 | 13.4 |
Total | 48.2 | 50.9 | 20.3 | 20.3 |
(Million EUR) | 2022 | 2021 |
Agro | 11.9 | 9.4 |
Bio-valorization | 8.6 | 11.1 |
Industrial Solutions | 22.2 | 25.8 |
T-Power | 0.0 | 0.0 |
Non-allocated | 5.5 | 4.6 |
Tessenderlo Group | 48.2 | 50.9 |
Tessenderlo Group 2022 annual report | 174
(Million EUR) | 2022 | 2021 |
Agro | 0.6 | 0.7 |
Bio-valorization | 26.3 | 25.7 |
Group Akiolis | 15.0 | 15.0 |
PB Leiner America | 11.3 | 10.7 |
Industrial Solutions | 5.2 | 5.4 |
John Davidson Pipes | 2.2 | 2.3 |
BT Nyloplast bv | 3.0 | 3.0 |
T-Power | - | 0.6 |
Total | 32.1 | 32.3 |
(Million EUR) | note | 2022 | 2021 |
At January 1 | 32.3 | 33.4 | |
- sales and disposals | - | -2.2 | |
- impairment losses | 6/8 | -0.6 | - |
- translation differences | 0.4 | 1.1 | |
At December 31 | 32.1 | 32.3 |
Tessenderlo Group 2022 annual report | 175
Tessenderlo Group 2022 annual report | 176
Tessenderlo Group 2022 annual report | 177
2021 | |||||
Useful life | |||||
| Finite | |||||
| Concessions, | Customer | Other | |||
| patents, | Software | lists | intangible | Total | |
(Million EUR) | licenses | assets | |||
Cost | |||||
At January 1, 2021 | 68.1 | 17.9 | 200.4 | 27.0 | 313.3 |
- capital expenditure | 0.0 | 0.3 | - | - | 0.3 |
- net change in emission allowances | - | - | - | -1.1 | -1.1 |
- sales and disposals | -0.6 | - | - | - | -0.6 |
- transfers | 0.1 | -0.9 | - | - | -0.9 |
- translation differences | 4.0 | 0.2 | 1.3 | 1.7 | 7.1 |
At December 31, 2021 | 71.6 | 17.4 | 201.6 | 27.6 | 318.2 |
Amortization and impairment losses | |||||
At January 1, 2021 | -59.0 | -15.7 | -83.5 | -19.5 | -177.7 |
- amortization (note 8) | -3.2 | -0.7 | -21.4 | -0.4 | -25.7 |
- sales and disposals | 0.6 | - | - | - | 0.6 |
- transfers | - | 0.2 | - | - | 0.2 |
- translation differences | -3.4 | -0.1 | -1.2 | -1.6 | -6.4 |
At December 31, 2021 | -65.0 | -16.4 | -106.1 | -21.5 | -209.0 |
Carrying amounts | |||||
At January 1, 2021 | 9.0 | 2.1 | 116.9 | 7.5 | 135.6 |
At December 31, 2021 | 6.6 | 1.0 | 95.6 | 6.1 | 109.2 |
Tessenderlo Group 2022 annual report | 178
Ownership | |||
Country | 2022 | 2021 | |
Jupiter Sulphur LLC | US | 50% | 50% |
PB Shengda (Zhejiang) Biotechnology Co., Ltd | China | 50% | 50% |
Établissements Michel SAS | France | 50% | 50% |
(Million EUR) | 2022 | 2021 |
Jupiter Sulphur LLC | 24.7 | 17.1 |
PB Shengda (Zhejiang) Biotechnology Co., Ltd | 0.7 | 1.4 |
Établissements Michel SAS | 0.8 | 0.8 |
Total | 26.2 | 19.2 |
Tessenderlo Group 2022 annual report | 179
(Million EUR) | 2022 | 2021 |
Non-current assets | 103.9 | 103.8 |
Current assets | 29.7 | 15.9 |
Total assets | 133.7 | 119.7 |
Equity | 54.0 | 39.0 |
Non-current liabilities | 16.8 | 18.6 |
Current liabilities | 63.0 | 62.1 |
Total equity and liabilities | 133.7 | 119.7 |
Revenue | 104.0 | 55.3 |
Cost of sales | -88.6 | -50.3 |
Gross profit | 15.5 | 4.9 |
EBIT (Profit (+) / loss (-) from operations) | 13.6 | 2.9 |
Finance (costs) / income - net | -0.6 | -0.6 |
Profit (+) / loss (-) before tax | 13.1 | 2.3 |
Profit (+) / loss (-) for the period | 9.6 | 1.4 |
Total comprehensive income for the period | 9.6 | 1.4 |
Assets | Liabilities | Net | ||||
(Million EUR) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
Property, plant and equipment | 3.1 | 2.9 | -38.7 | -43.8 | -35.6 | -40.9 |
Intangible assets | 4.5 | 4.9 | -21.4 | -26.5 | -16.9 | -21.6 |
Inventories | 11.2 | 9.0 | -1.8 | -2.1 | 9.4 | 6.9 |
Employee benefits | 5.9 | 10.2 | -0.2 | -0.1 | 5.8 | 10.1 |
Derivative financial instruments | 0.8 | 3.4 | - | - | 0.8 | 3.4 |
Provisions | 6.6 | 7.4 | -15.9 | -13.7 | -9.3 | -6.3 |
Other items | 8.2 | 8.0 | -11.7 | -10.9 | -3.5 | -2.9 |
Losses carried forward | 11.2 | 19.4 | - | - | 11.2 | 19.4 |
Gross deferred tax assets / (liabilities) | 51.6 | 65.3 | -89.7 | -97.2 | -38.1 | -31.9 |
Set-off of tax | -33.4 | -31.8 | 33.4 | 31.8 | ||
Net deferred tax assets / (liabilities) | 18.2 | 33.5 | -56.3 | -65.4 | -38.1 | -31.9 |
Tessenderlo Group 2022 annual report | 180
| Balance at | Recognized | Recognized in | Acquisitions | Balance at | ||
| January 1, | in the | other | through | Translation | December | |
(Million EUR) | 2022 | income | comprehensive | business | differences | 31, 2022 |
statement | income | combinations | ||||
Property, plant and equipment | -40.9 | 7.7 | - | -1.0 | -1.4 | -35.6 |
Intangible assets | -21.6 | 4.6 | - | - | 0.0 | -16.9 |
Inventories | 6.9 | 2.5 | - | -0.2 | 0.2 | 9.4 |
Employee benefits | 10.1 | -0.1 | -4.4 | 0.1 | 0.1 | 5.8 |
Derivative financial instruments | 3.4 | -1.1 | -1.5 | - | - | 0.8 |
Provisions | -6.3 | -3.3 | - | 0.3 | 0.0 | -9.3 |
Other items | -2.9 | -0.2 | - | -0.2 | -0.2 | -3.5 |
Losses carried forward | 19.4 | -8.2 | - | - | 0.0 | 11.2 |
Total | -31.9 | 1.9 | -5.9 | -0.9 | -1.3 | -38.1 |
6
Deferred tax liabilities and deferred tax expenses are presented as negative amounts; deferred tax assets and deferred tax income are
presented as positive amounts.
Tessenderlo Group 2022 annual report | 181
(Million EUR) | note | 2022 | 2021 |
| Non-current trade and other receivables | |||
Other receivables | 4.3 | 3.8 | |
Receivables from related parties | 0.0 | 0.0 | |
Assets related to employee benefit schemes | 23 | 10.2 | 9.1 |
Total | 14.5 | 12.9 |
(Million EUR) | note | 2022 | 2021 | |
Current trade and other receivables | ||||
Trade receivables | 26 | 373.4 | 332.4 | |
- | Gross trade receivables | 26 | 377.2 | 335.9 |
- | Amounts written off | 26 | -3.8 | -3.5 |
Other receivables | 37.2 | 38.0 | ||
Prepayments | 1.5 | 0.4 | ||
Receivables from related parties | 0.8 | 1.0 | ||
Total | 412.9 | 371.8 |
Tessenderlo Group 2022 annual report | 182
(Million EUR) | 2022 | 2021 |
Raw materials | 92.6 | 83.7 |
Work in progress | 14.3 | 11.3 |
Finished goods | 379.3 | 255.9 |
Goods purchased for resale | 66.5 | 31.3 |
Spare parts | 14.3 | 11.2 |
Total | 566.9 | 393.4 |
(Million EUR) | note | 2022 | 2021 |
Term accounts | 26 | 92.0 | 159.8 |
Current accounts | 26 | 64.1 | 160.4 |
Cash and cash equivalents | 156.1 | 320.3 | |
Bank overdrafts | 22/26 | -0.1 | -0.1 |
Cash and cash equivalents in the statement of cash flows | 156.0 | 320.2 |
| Shares | ||
2022 | 2021 | |
On issue at January 1 | 43,154,979 | 43,154,979 |
On issue at December 31 - fully paid | 43,154,979 | 43,154,979 |
Tessenderlo Group 2022 annual report | 184
Tessenderlo Group 2022 annual report | 185
2022 | 2021 | |
Number of ordinary shares at January 1 | 43,154,979 | 43,154,979 |
Effect of own shares 1 | -60,426 | -132,000 |
Adjusted weighted average number of ordinary shares at December 31 2 | 43,094,553 | 43,022,979 |
Profit (+) / loss (-) attributable to equity holders of the company (million EUR) | 226.9 | 187.8 |
Basic earnings per share (in EUR) | 5.26 | 4.36 |
7
Refer to Alternative Performance Measures for the calculation of the gearing ratio.
8
The own shares (21,860,003 shares) held by Verbrugge nv, a 100% subsidiary of Tessenderlo Group nv following the combination, are
intended to be liquidated.
Tessenderlo Group 2022 annual report | 186
- |
(Million EUR) | 2022 | 2021 |
Non-current assets | 0.4 | 0.6 |
Current assets | 9.6 | 8.2 |
Total assets | 10.0 | 8.8 |
Equity | 1.5 | 1.1 |
Non-current liabilities | 0.7 | 0.6 |
Current liabilities | 7.7 | 7.1 |
Total equity and liabilities | 10.0 | 8.8 |
Revenue | - | 0.0 |
Cost of sales | - | -0.1 |
Gross profit | - | -0.0 |
Adjusted EBIT | -0.0 | -0.1 |
EBIT (Profit (+) / loss (-) from operations) | -0.4 | 2.3 |
Finance (costs) / income - net | 0.0 | -0.0 |
Profit (+) / loss (-) before tax | -0.4 | 2.3 |
Profit (+) / loss (-) for the period | -0.3 | 1.7 |
(Million EUR) | note | 2022 | 2021 |
Non-current loans and borrowings | 209.3 | 193.6 | |
Current loans and borrowings | 56.2 | 211.4 | |
Total loans and borrowings | 265.5 | 405.0 | |
Cash and cash equivalents | 18 | -156.1 | -320.3 |
1 Bank overdrafts | 18 | 0.1 | 0.1 |
| Short term investments | 18 | - | -10.0 |
| Long term investments | 18 | -50.0 | - |
Net loans and borrowings | 59.5 | 74.8 |
Net financial debt as per January 1, 2021 | -0.0 | 230.1 | 20.0 | 0.0 | -18.2 | -35.2 | -48.0 | -349.8 | -201.3 |
Cash flows, net | -0.0 | 89.2 | -10.0 | - | 20.6 | - | 47.4 | - | 147.1 |
IFRS 16 new leases and lease modifications | - | - | - | - | -2.0 | -18.0 | - | - | -20.0 |
Transfers | - | - | - | - | -17.0 | 17.0 | -193.7 | 193.7 | 0.0 |
Effect of exchange rate differences | - | 1.1 | - | - | -0.5 | -0.8 | -0.1 | -0.4 | -0.7 |
Net financial debt as per December 31, 2021 | -0.1 | 320.3 | 10.0 | 0.0 | -17.0 | -37.1 | -194.4 | -156.6 | -74.8 |
Net financial debt as per January 1, 2022 | -0.1 | 320.3 | 10.0 | 0.0 | -17.0 | -37.1 | -194.4 | -156.6 | -74.8 |
Cash flows, net | -0.1 | -123.7 | -10.0 | 50.0 | 20.7 | - | 198.0 | -60.0 | 74.9 |
Acquisitions through business combinations | - | -42.1 | - | - | -0.1 | -0.1 | - | - | -42.3 |
IFRS 16 new leases and lease modifications | - | - | - | - | -3.3 | -14.9 | - | - | -18.2 |
Transfers | - | - | - | - | -16.8 | 16.8 | -42.9 | 42.9 | 0.0 |
Effect of exchange rate differences | - | 1.7 | - | - | -0.2 | -0.1 | -0.1 | -0.3 | 1.0 |
Net financial debt as per December 31, 2022 | -0.1 | 156.1 | 0.0 | 50.0 | -16.8 | -35.4 | -39.4 | -173.9 | -59.5 |
9
Refer to Alternative Performance Measures for the calculation of the leverage ratio.
Bank overdrafts
Cash and cash
equivalents
Short term
investments
Long term
Tessenderlo Group 2022 annual report | 187
investments
Current lease
liabilities
Non-current
lease liabilities
Other current
loans and
borrowings
-
Other non
current loans
and borrowings
Total
Tessenderlo Group 2022 annual report | 188
(Million EUR) | note | 2022 | 2021 |
Non-current loans and borrowings | |||
Non-current lease liabilities | 35.4 | 37.1 | |
Bonds | 58.0 | 58.0 | |
Credit facility T-Power nv | 64.3 | 90.1 | |
Credit institutions | 51.6 | 8.5 | |
Total | 209.3 | 193.6 | |
Current loans and borrowings | |||
Current lease liabilities | 16.8 | 17.0 | |
Bonds | - | 165.5 | |
Current portion credit facility T-Power nv | 25.7 | 25.7 | |
Credit institutions | 13.6 | 3.2 | |
Total | 56.2 | 211.4 | |
Total non-current and current loans and borrowings | 26 | 265.5 | 405.0 |
Tessenderlo Group 2022 annual report | 189
(Million EUR) | EUR | USD | Other | Total |
Current lease liabilities | 10.1 | 4.8 | 1.9 | 16.8 |
Other current loans and borrowings | 38.4 | 0.9 | 0.0 | 39.4 |
Non-current lease liabilities | 24.5 | 6.1 | 4.7 | 35.4 |
Other non-current loans and borrowings | 169.6 | 4.3 | - | 173.9 |
Total loans and borrowings | 242.6 | 16.2 | 6.7 | 265.5 |
In percentage of total loans and borrowings | 91.4% | 6.1% | 2.5% | 100% |
(Million EUR) | EUR | USD | Other | Total |
Current lease liabilities | 9.7 | 4.7 | 2.6 | 17.0 |
Other current loans and borrowings | 192.9 | 0.9 | 0.7 | 194.4 |
Non-current lease liabilities | 24.5 | 6.1 | 6.4 | 37.1 |
Other non-current loans and borrowings | 151.8 | 4.7 | - | 156.6 |
Total loans and borrowings | 378.9 | 16.4 | 9.7 | 405.0 |
In percentage of total loans and borrowings | 93.5% | 4.1% | 2.4% | 100.0% |
Tessenderlo Group 2022 annual report | 190
2022 | 2021 | |||||||
| Early | Defined | Other | Early | Defined | Other | |||
| retirement | benefit | employee | Total | retirement | benefit | employee | Total | |
| provision | liability | benefits | provision | liability | benefits | |||
(Million EUR) | ||||||||
Non-current | 0.5 | 33.6 | 6.0 | 40.1 | 0.8 | 49.4 | 5.6 | 55.8 |
Current | 0.3 | - | 0.4 | 0.7 | 0.4 | - | 0.3 | 0.7 |
Total | 0.8 | 33.6 | 6.4 | 40.8 | 1.2 | 49.4 | 5.8 | 56.4 |
2022 | ||||
| Early retirement | Defined benefit | Other employee | Total | |
| provision | liability | benefits | ||
(Million EUR) | ||||
Balance at January 1, 2022 | 1.2 | 49.4 | 5.8 | 56.4 |
Change in consolidation scope (acquisitions) | - | 0.5 | - | 0.5 |
Additions | 0.3 | 3.1 | 2.2 | 5.5 |
Use of provisions | -0.4 | -1.3 | -0.3 | -2.0 |
Reversal of provisions | -0.4 | -18.1 | -1.2 | -19.7 |
Translation differences | - | 0.1 | -0.0 | 0.0 |
Balance at December 31, 2022 | 0.8 | 33.6 | 6.4 | 40.8 |
Tessenderlo Group 2022 annual report | 191
Tessenderlo Group 2022 annual report | 192
Tessenderlo Group 2022 annual report | 193
2022 | 2021 | |||||
| Fair | Fair | |||||
| Present | value | Net defined | Present | value | Net defined | |
| value of | of | benefit | value of | of | benefit | |
| obligations | plan | (liability)/asset | obligations | plan | (liability)/asset | |
(Million EUR) | assets | assets | ||||
Balance at January 1 | -183.6 | 143.4 | -40.3 | -186.7 | 131.1 | -55.6 |
| Included in profit or loss | ||||||
Current service cost | -5.9 | - | -5.9 | -6.3 | - | -6.3 |
Past service (cost)/benefit | -0.1 | - | -0.1 | -0.9 | - | -0.9 |
Current service cost - Employee | - | 0.5 | 0.5 | - | 0.4 | 0.4 |
contribution | ||||||
Interest (cost)/income | -1.9 | 1.7 | -0.2 | -1.1 | 0.9 | -0.1 |
Administrative expenses | - | -0.4 | -0.4 | - | -0.4 | -0.4 |
| Settlement cost UK pension fund | - | -7.3 | -7.3 | - | - | - |
Total included in profit or loss (note 7) | -7.9 | -5.6 | -13.5 | -8.2 | 1.0 | -7.3 |
| Included in other comprehensive income | ||||||
Remeasurements: | ||||||
- Gain/(loss) from change in demographic | -0.0 | - | -0.0 | 0.5 | - | 0.5 |
assumptions | ||||||
- Gain/(loss) from change in financial | 47.9 | - | 47.9 | 6.6 | - | 6.6 |
assumptions | ||||||
- Experience gains/(losses) | -5.4 | -15.4 | -20.7 | 2.5 | 8.5 | 11.1 |
Total included in other comprehensive income that will not be reclassified | 42.5 | -15.4 | 27.1 | 9.7 | 8.5 | 18.2 |
subsequently to profit or loss in subsequent periods | ||||||
Other Exchange differences on foreign plans | 1.5 | -2.1 | -0.6 | -4.1 | 4.4 | 0.3 |
Contributions by employer | - | 4.3 | 4.3 | - | 4.1 | 4.1 |
Benefits paid | 11.2 | -11.2 | 0.0 | 5.6 | -5.6 | 0.0 |
Change in consolidation scope (acquisitions) | -0.5 | - | -0.5 | - | - | 0.0 |
Total other | 12.2 | -9.0 | 3.2 | 1.6 | 2.8 | 4.4 |
Balance at December 31 | -136.9 | 113.4 | -23.5 | -183.6 | 143.4 | -40.3 |
Tessenderlo Group 2022 annual report | 194
(Million EUR) | note | 2022 | 2021 |
Cost of sales | -0.7 | -1.0 | |
Distribution expenses | -0.1 | -0.1 | |
Sales and marketing expenses | -0.1 | -0.1 | |
Administrative expenses | -3.7 | -3.9 | |
Other operating income and expenses | 5 | -1.4 | -2.0 |
EBIT adjusting items | 6 | -7.3 | - |
Finance (costs) / income - net | 9 | -0.2 | -0.1 |
Total | -13.5 | -7.3 |
2022 | 2021 | |||||||
(Million EUR) | Quoted | Unquoted | Total | % | Quoted | Unquoted | Total | % |
Property | - | 4.0 | 4.0 | 3.6% | - | 4.0 | 4.0 | 2.8% |
Qualifying insurance policies | - | 53.7 | 53.7 | 47.4% | - | 24.1 | 24.1 | 16.8% |
Cash and cash equivalents | - | 8.9 | 8.9 | 7.9% | - | 26.6 | 26.6 | 18.5% |
Investment funds | 46.7 | - | 46.7 | 41.2% | 86.6 | - | 86.6 | 60.4% |
Tessenderlo Group bond with maturity | - | - | 0.0 | 0.0% | 2.1 | - | 2.1 | 1.4% |
date July 15, 2022 | ||||||||
Total | 46.7 | 66.7 | 113.4 | 100.0% | 88.7 | 54.7 | 143.4 | 100.0% |
2022 | 2021 | |
Discount rate at 31 December | 3.9% | 1.1% |
Future salary increases | 2.2% | 1.9% |
Inflation | 2.4% | 2.3% |
Tessenderlo Group 2022 annual report | 195
Mortality table | |
Belgium | MR/FR - 5 (2021: MR/FR - 5) |
| United Kingdom | 110% S3PMA, 105% S3PFA, CMI_2021 [1.50% M, 1.25% F] [S-kappa=7, A=0.25%, w2020 &w2021=0%] |
from 2016 | |
Germany | © RICHTTAFELN 2018 G von Klaus Heubeck - Lizenz Heubeck-Richttafeln-GmbH, Köln |
Change in | Impact on defined | Change in | Impact on defined | |
assumption | benefit obligation* | assumption | benefit obligation* | |
Discount rate | +0.5% | -4.5% | -0.5% | 4.9% |
Salary growth rate | +0.5% | 0.7% | -0.5% | -1.2% |
Pension growth/inflation rate | +0.5% | 2.9% | -0.5% | -3.4% |
Life expectancy | + 1 year | 1.4% | - 1 year | -1.4% |
Tessenderlo Group 2022 annual report | 196
2022 | 2021 | ||||||
| Current | Non- | Total | Current | Non- | Total | ||
(Million EUR) | note | current | current | ||||
Environment | 28 | 4.8 | 91.8 | 96.7 | 4.9 | 108.5 | 113.4 |
Dismantlement | 1.2 | 22.8 | 24.0 | - | 22.1 | 22.1 | |
Restructuring | 0.5 | - | 0.5 | 1.6 | - | 1.6 | |
Other | 3.4 | 6.6 | 10.0 | 3.0 | 7.7 | 10.7 | |
Total | 9.8 | 121.3 | 131.1 | 9.5 | 138.3 | 147.8 | |
Environment | Dismantlement | Restructuring | Other | Total | |
Balance at January 1, 2022 | 113.4 | 22.1 | 1.6 | 10.7 | 147.8 |
Change in consolidation scope (acquisitions) | - | 1.0 | - | - | 1.0 |
Additions | 0.4 | 0.7 | 0.1 | 3.0 | 4.2 |
Use of provisions | -1.5 | -0.0 | -1.3 | -2.4 | -5.2 |
Reversal of provisions | -0.1 | - | - | -1.3 | -1.3 |
Effect of discounting | -15.5 | - | - | - | -15.5 |
Translation differences | 0.0 | 0.2 | - | 0.0 | 0.2 |
Balance at December 31, 2022 | 96.7 | 24.0 | 0.5 | 10.0 | 131.1 |
Tessenderlo Group 2022 annual report | 197
(Million EUR) | 2022 | 2021 |
Non-current trade and other payables | ||
Accrued charges and deferred income | 3.1 | 3.5 |
Remuneration and social security | 3.4 | - |
Other amounts payable | 0.4 | 0.6 |
Total | 6.9 | 4.1 |
Current trade and other payables | ||
Trade payables | 269.3 | 243.9 |
Remuneration and social security | 89.9 | 91.9 |
VAT and other taxes | 12.1 | 10.9 |
Accrued charges and deferred income | 4.1 | 6.3 |
Trade and other payables from related parties | 3.5 | 4.0 |
Other amounts payable | 4.4 | 9.0 |
Total | 383.2 | 365.9 |
Tessenderlo Group 2022 annual report | 198
(Million EUR) | 2022 | 2021 | ||
EUR* | USD | EUR* | USD | |
Assets | 40.4 | 420.6 | 27.9 | 451.8 |
Liabilities | -25.3 | -35.3 | -24.1 | -271.3 |
Gross exposure | 15.1 | 385.3 | 3.7 | 180.5 |
Foreign currency swaps | -12.1 | -23.6 | -11.2 | - |
Net exposure | 3.0 | 361.7 | -7.5 | 180.5 |
Net exposure (in EUR) | 3.0 | 339.1 | -7.5 | 159.4 |
Tessenderlo Group 2022 annual report | 199
Impact on the | Impact on equity: | ||
| (Million EUR) | Change in rate | income statement: | loss(-)/gain(+) |
loss(-)/gain(+) | |||
At December 31, 2022 | |||
USD | +10% | -26.3 | -44.0 |
-10% | 32.1 | 53.7 | |
At December 31, 2021 | |||
USD | +10% | -24.1 | -48.6 |
-10% | 29.5 | 59.4 |
(Million EUR) | note | 2022 | 2021 |
Agro | 155.8 | 153.0 | |
Bio-valorization | 112.5 | 99.7 | |
Industrial Solutions | 102.9 | 77.8 | |
T-Power | 2.1 | 1.8 | |
Non-allocated | 0.1 | 0.1 | |
Total | 16 | 373.4 | 332.4 |
Tessenderlo Group 2022 annual report | 200
(Million EUR) | note | 2022 | 2021 | ||
| Gross | Amounts | Gross | Amounts | ||
written off | written off | ||||
Not past due | 330.9 | - | 298.3 | - | |
Past due 0-30 days | 31.5 | -0.0 | 27.4 | -0.0 | |
Past due 31-120 days | 8.3 | -0.1 | 4.8 | -0.1 | |
Past due 121-365 days | 3.9 | -1.1 | 2.7 | -0.8 | |
More than one year | 2.6 | -2.6 | 2.7 | -2.6 | |
Total | 16 | 377.2 | -3.8 | 335.9 | -3.5 |
(Million EUR) | note | 2022 | 2021 |
Balance at January 1 | -3.5 | -4.0 | |
Use of impairment loss | 0.4 | 0.7 | |
Reversal / (recognition) of impairment losses | 5 | -0.7 | -0.2 |
Other movements | 0.0 | 0.0 | |
Balance at December 31 | 16 | -3.8 | -3.5 |
(Million EUR) | note | 2022 | 2021 |
Fixed rate instruments | |||
Cash and cash equivalents | 18 | 92.0 | 159.8 |
Short term investments | 18 | - | 10.0 |
Long term investments | 18 | 50.0 | - |
Loans and borrowings | 22 | 175.4 | 288.5 |
Variable rate instruments | |||
Cash and cash equivalents | 18 | 64.1 | 160.4 |
Loans and borrowings | 22 | 90.1 | 116.5 |
Bank overdrafts | 22 | 0.1 | 0.1 |
Tessenderlo Group 2022 annual report | 201
Tessenderlo Group 2022 annual report | 202
(Million EUR) | note | 2022 | ||||
Carrying | Contractual | Less than | Between 1 | More than 5 | ||
amount | cash flows | one year | and 5 years | years | ||
| Non-derivative loans and borrowings | ||||||
Bond with maturity date July 15, 2025 | 58.0 | 63.0 | 2.0 | 61.0 | - | |
Credit facility T-Power nv | 90.1 | 97.5 | 29.1 | 68.4 | - | |
Credit institutions | 65.2 | 67.5 | 14.3 | 45.9 | 7.2 | |
Lease liabilities | 52.2 | 59.8 | 17.3 | 30.6 | 11.9 | |
Loans and borrowings | 22 | 265.5 | 287.7 | 62.7 | 205.9 | 19.1 |
Bank overdrafts* | 22 | 0.1 | 0.1 | 0.1 | - | - |
Derivatives | ||||||
Foreign currency swaps | -0.0 | |||||
Inflow | 34.1 | 34.1 | - | - | ||
Outflow | -34.1 | -34.1 | - | - | ||
Interest rate swaps | -3.2 | |||||
Inflow | 4.8 | 2.2 | 2.6 | - | ||
Outflow | -8.2 | -3.7 | -4.5 | - | ||
Total | -3.3 | -3.4 | -1.6 | -1.9 | 0.0 | |
2021 | ||||||
| Non-derivative loans and borrowings | ||||||
Bond with maturity date July 15, 2022 | 165.5 | 167.9 | 167.9 | - | - | |
Bond with maturity date July 15, 2025 | 58.0 | 64.9 | 2.0 | 63.0 | - | |
Credit facility T-Power nv | 115.8 | 117.6 | 26.1 | 91.5 | - | |
Credit institutions | 11.7 | 12.5 | 3.5 | 7.7 | 1.3 | |
Lease liabilities | 54.1 | 59.1 | 17.6 | 30.9 | 10.6 | |
Loans and borrowings | 22 | 405.0 | 422.0 | 217.0 | 193.1 | 12.0 |
Bank overdrafts* | 22 | 0.1 | 0.1 | 0.1 | - | - |
Derivatives | ||||||
Foreign currency swaps | 0.1 | |||||
Inflow | 11.3 | 11.3 | - | - | ||
Outflow | -11.2 | -11.2 | - | - | ||
Interest rate swaps | -13.5 | |||||
Inflow | 0.2 | - | 0.2 | - | ||
Outflow | -13.6 | -5.3 | -8.3 | - | ||
Total | -13.4 | -13.4 | -5.2 | -8.1 | 0.0 |
Tessenderlo Group 2022 annual report | 203
(Million EUR) | note | 2022 | 2021 | ||
Carrying | Fair value | Carrying | Fair value | ||
amount | amount | ||||
Non-current loans and borrowings | |||||
Lease liabilities | 22 | -35.4 | -32.2 | -37.1 | -38.2 |
Credit institutions | 22 | -51.6 | -47.3 | -8.5 | -8.8 |
Bonds (maturity date in 2025) | 22 | -58.0 | -57.2 | -58.0 | -60.5 |
Tessenderlo Group 2022 annual report | 204
( | ||||||||
(Million EUR) | 2022 | 2021 | ||
Contractual amount | Fair value | Contractual amount | Fair value | |
Foreign currency swaps | 34.1 | -0.0 | 11.3 | 0.1 |
Interest rate swaps | -3.4 | -3.2 | -13.4 | -13.5 |
Electricity and gas forward contracts | N/A | -7.9 | N/A | -15.3 |
Total | 30.7 | -11.1 | -2.2 | -28.7 |
Tessenderlo Group 2022 annual report | 205
( | ||||
2024 | 2025 | |||
Gas forward price | EUR/MWh | 113.1 | 79.4 | 56.3 |
Electricity forward price | EUR/MWh | 257.2 | 163.5 | 131.0 |
Discount rate | 2.5% |
2023 | 2024 | |||
Gas forward price | EUR/MWh | 33.7 | 23.6 | 20.1 |
Electricity forward price | EUR/MWh | 85.9 | 66.4 | 59.3 |
Discount rate | 0.0% |
Tessenderlo Group 2022 annual report | 206
Change in assumption | Impact fair value (Million EUR) | ||
2022 | 2021 | ||
Gas price | +1 EUR/MWh | -2.5 | -2.6 |
Electricity price | +1 EUR/MWh | 1.3 | 1.3 |
Spark spread optimization | +1 EUR/MWh | 1.3 | 1.3 |
Discount rate | +1% | 0.2 | 0.3 |
Running hours T-Power nv | +10% | -1.9 | -1.8 |
Tessenderlo Group 2022 annual report | 207
(Million EUR) | 2022 | 2021 |
Guarantees given by third parties on behalf of the group | 29.3 | 30.8 |
Guarantees given on behalf of third parties | 3.0 | 1.5 |
Guarantees received from third parties | 6.7 | 6.0 |
Commitments related to capital expenditures | 52.9 | 53.4 |
Tessenderlo Group 2022 annual report | 208
Tessenderlo Group 2022 annual report | 209
(Million EUR) | note | 2022 | 2021 |
Transactions with joint-ventures - Sales | - | - | |
Transactions with joint-ventures - Purchases | -74.9 | -33.9 | |
Non-current assets | 8.2 | 9.2 | |
Current assets | 0.7 | 1.0 | |
Current liabilities | 25 | 3.5 | 4.0 |
10
We refer to note 14 - Investments accounted for using the equity method for more information on the group’s joint-ventures.
(Million EUR) | 2022 | 2021 |
Short-term employee benefits | 3.4 | 2.5 |
Long-term employee benefits | 0.5 | 2.9 |
Post-employment benefits | 0.1 | 0.2 |
Total | 4.0 | 5.6 |
11
As per December 31, 2022, the Executive Committee consists of Luc Tack (CEO) and Stefaan Haspeslagh (COO/CFO) and did not change
compared to last year.
Tessenderlo Group 2022 annual report | 210
Tessenderlo Group 2022 annual report | 211
Members | Remuneration in EUR | 2022 | 2021 |
| Philium bvba, represented by its | Fixed annual fee | - | 9,870 |
| permanent representative Mr. Phillippe | Additional fixed fee for chairman of Audit Committee | - | 1,077 |
| Coens (independent non-executive | Variable fee per half day attended | - | 2,000 |
| director until 11/05/2021) | Total remuneration | 0 | 12,947 |
Management Deprez bv, represented by | Fixed annual fee | 27,500 | 27,500 |
| its permanent representative Ms. Veerle | Variable fee per half day attended | 23,000 | 9,000 |
| Deprez (independent non-executive | |||
director). Member of the Board of Directors since June 6, 2017 | Total remuneration | 50,500 | 36,500 |
ANBA bv, represented by its permanent | Fixed annual fee | 27,500 | 27,500 |
| representative Ms. Anne-Marie Baeyaert | Additional fixed fee for chairman of Audit Committee | 3,000 | 1,923 |
| (independent non-executive director). | Variable fee per half day attended | 23,000 | 9,000 |
| Member of the Board of Directors since | |||
June 6, 2017 | Total remuneration | 53,500 | 38,423 |
Fixed annual fee | 27,500 | 27,500 | |
| Stefaan Haspeslagh (executive director) | Additional fixed fee for chairman of Board of Directors | 72,500 | 72,500 |
Variable fee per half day attended | 15,000 | 9,000 | |
Total remuneration | 115,000 | 109,000 | |
Fixed annual fee | 27,500 | 27,500 | |
| Luc Tack (executive director) | Variable fee per half day attended | 15,000 | 9,000 |
Total remuneration | 42,500 | 36,500 | |
Fixed annual fee | 27,500 | 27,500 | |
| Karel Vinck (non-executive director) | Variable fee per half day attended | 15,500 | 9,000 |
Total remuneration | 43,000 | 36,500 | |
| Wouter De Geest (independent non- | Fixed annual fee | 27,500 | 17,630 |
| executive director as from 11/05/2021 | Variable fee per half day attended | 22,000 | 7,000 |
| onwards) | Total remuneration | 49,500 | 24,630 |
Total | 354,000 | 294,500 |
(Million EUR) | 2022 | |||
Audit | Audit related | Other | Total | |
KPMG (Belgium) | 0.3 | 0.1 | - | 0.4 |
KPMG (Outside Belgium) | 0.8 | - | 0.0 | 0.8 |
Total | 1.0 | 0.1 | 0.0 | 1.2 |
(Million EUR) | 2021 | |||
Audit | Audit related | Other | Total | |
KPMG (Belgium) | 0.2 | - | 0.0 | 0.2 |
KPMG (Outside Belgium) | 0.6 | - | 0.1 | 0.7 |
Total | 0.9 | 0.0 | 0.1 | 0.9 |
Tessenderlo Group 2022 annual report | 212
Tessenderlo Group 2022 annual report | 213
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Tessenderlo Group 2022 annual report | 216
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Tessenderlo Group 2022 annual report | 218
As per December 31 | |||
| 2022 | |||
Consolidated equity | Pro forma | ||
| of Tessenderlo | adjustments | Pro forma equity | |
(Million EUR) | Group as published | ||
Equity attributable to equity holders of the company | 1,401.8 | 516.0 | 1,917.8 |
Issued capital | 216.2 | 212.0 | 428.3 |
Share premium | 238.0 | 1,505.6 | 1,743.6 |
Own shares | -1.0 | -887.3 | -888.3 |
Reserves and retained earnings | 948.5 | - | 948.5 |
Reserves related to the Picanol acquisition | - | -314.4 | -314.4 |
Non-controlling interest | 1.5 | - | 1.5 |
Total equity | 1,403.2 | 516.0 | 1,919.2 |
Tessenderlo Group 2022 annual report | 219
Belgian | |||||
Entity | Address | company | Ownership | ||
number | |||||
Europe | |||||
Belgium | DYKA Plastics nv | 3900 | Pelt | 0414467340 | 100% |
Belgium | Limburgse Rubber Produkten nv | 1050 | Brussels | 0415296392 | 100% |
| Belgium | Tessenderlo Chemie International | 1050 | Brussels | 0407247372 | 100% |
nv | |||||
Belgium | Tessenderlo Group nv | 1050 | Brussels | 0412101728 | Parent company |
| Belgium | Tessenderlo Development | 1050 | Brussels | 0724619989 | 100% |
Services nv | |||||
Belgium | T-Power Energy Services bv | 1050 | Brussels | 0838489378 | 100% |
Belgium | T-Power nv | 1050 | Brussels | 0875650771 | 100% |
Czech Republic | DYKA s.r.o. | 27361 | Velka Dobra | 100% | |
France | Akiolis Group SAS | 72100 | Le Mans | 100% | |
France | Atemax France SAS | 72100 | Le Mans | 100% | |
France | DYKA SAS | 62140 | Sainte Austreberthe | 100% | |
France | DYKA Tube SAS | 18570 | La Chapelle-Saint-Ursin | 100% | |
France | DYKA Réseaux SAS | 27600 | Gaillon | 100% | |
| France | Etablissements Charvet Père et | 91490 | Milly-La-Forêt | 100% | |
Fils SAS | |||||
France | Etablissements Violleau SAS | 79380 | La Forêt sur Sèvre | 100% | |
France | Kuhlmann France SAS | 59120 | Loos | 100% | |
France | Tefipar SAS | 59120 | Loos | 100% | |
France | Tessenderlo Kerley France SAS | 59120 | Loos | 100% | |
France | Tessenderlo Services SARL | 59120 | Loos | 100% | |
France | SCI Les Violettes | 79380 | La Forêt sur Sèvre | 100% | |
France | Soleval France SAS | 72100 | Le Mans | 100% | |
Germany | BT Nyloplast GmbH | 86551 | Aichach | 100% | |
Germany | PB Gelatins GmbH | 31582 | Nienburg | 100% | |
Hungary | BT Nyloplast Kft | 3636 | Vadna | 100% | |
Luxembourg | Terelux SA | 2163 | Luxembourg | 100% | |
Poland | DYKA Sp.z.o.o. | 55-221 Jelcz-Laskowice | 100% | ||
Romania | DYKA Plastic Pipe Systems S.R.L. | Cluj Napoca Municipalith - Cluj County | 100% | ||
Slovakia | DYKA SK s.r.o. | 82109 | Bratislava | 100% | |
Spain | Akiolis Iberia S.L. | 08018 | Barcelona | 100% | |
Switzerland | Kuhlmann Switzerland AG | 5332 | Rekingen | 100% | |
The Netherlands | BT Nyloplast bv | 3295 | KG 's Gravendeel | 100% | |
The Netherlands | DYKA bv | 8331 | LJ Steenwijk | 100% | |
| The Netherlands | Tessenderlo Kerley Netherlands | 4825 | AV Breda | 100% | |
bv | |||||
The Netherlands | Tessenderlo NL Holding bv | 4825 | AV Breda | 100% | |
United Kingdom | DYKA UK Ltd. | Longtown-Carlisle Cumbria CA6 5LY | 100% | ||
United Kingdom | John Davidson Holdings Ltd. | Edinburgh EH3 8UL | 100% | ||
United Kingdom | John Davidson Pipes Ltd. | Edinburgh EH3 8UL | 100% | ||
United Kingdom | PB Gelatins UK Ltd. | Pontypridd CF 375 SQ | 100% | ||
United Kingdom | Tessenderlo Holding UK Ltd. | Pontypridd CF 375 SQ | 100% | ||
12
Tessenderlo Kerley Brasil Ltda. and PB Leiner (Hainan) Biotechnology Co. Ltd. are new created companies in 2022. In 2022, the group
acquired 2 empty shell entities: CP Sciontek AGDEV Inc. (Philippines) and Caritaem S.L. (Spain). The latter changed name into Akiolis Iberia
S.L. All 4 entities did not yet have any activity in 2022.
Tessenderlo Group 2022 annual report | 220
United States | |||
Ciudad Autónoma de Buenos Aires | 100% | ||||
Belarus | Tessenderlo Kerley Bela LLC | 220036 | Minsk | 100% | |
| Brazil | PB Brasil Industria e Comercio de | Acorizal, Mato Grosso CEP 78480-000 | 100% | ||
Gelatinas Ltda | |||||
Brazil | Tessenderlo Kerley Brasil Ltda | 13091-611 | Campinas - SP | 100% | |
| Chile | Kerley Latinoamericana | 9358 | Santiago | 100% | |
Comercializadora Limitada | Xinyi Village, Kongguo County, Nehe City, Qiqihaer City, | ||||
China | PB Gelatins (Heilongjiang) Co. Ltd. | Heilongjiang Province | 100% | ||
| China | PB Leiner (Hainan) Biotechnology Co. | Chengmai County - Hainan Province | 80% | ||
Ltd. | |||||
Costa Rica | Tessenderlo Kerley Costa Rica SA | La Union Tres Rios - Cartago | 100% | ||
India | Tessenderlo Kerley India Private Ltd. | Gurgaon, Haryana, 122018, | 100% | ||
Japan | TKI Japan KK | Tokyo - Chiyoda-ku | 100% | ||
Mexico | Tessenderlo Kerley Mexico SA de CV | Ciudad Obregon, Estado de Sonora | 100% | ||
Paraguay | Maramba S.R.L. | Chacoi Villa Hayes - Asuncion del Paraguay | 100% | ||
Peru | TKP Peru S.A.C. | Ciudad de Lima - Provincia de Lima | 100% | ||
Philippines | CP Sciontek AGDEV Inc. | Don José, Sta. Rosa Laguna 4026 | 100% | ||
| Turkey | Tessenderlo Kerley Turkey Tarim Ve | Kemalpasa - Izmir | 35730 | 100% | |
Kimya Sanayi Ve. Tic. Ltd. STI |
Europe | ||||
France | Etablissements Michel SAS | 31800 | Villeneuve de Rivière | 50.00% |
Rest of the world | |||
| China | PB Shengda (Zhejiang) | Zhoushan City, Zhejiang Province | 50.00% |
Biotechnology Co., Ltd | |||
US | Jupiter Sulphur LLC | Wilmington, DE 19801 | 50.00% |
Tessenderlo Group 2022 annual report | 221
Tessenderlo Group 2022 annual report | 222
• Provisions and contingencies. The amounts recognized reflect management’s best estimate of
Tessenderlo Group 2022 annual report | 223
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Information about the independence
Tessenderlo Group 2022 annual report | 231
Statutory financial report
Balance sheet of Tessenderlo Group nv
(Million EUR) | 2022 | 2021 |
Total assets | ||
Non-current assets | 1,247.2 | 791.3 |
Intangible assets | 0.1 | 0.2 |
Property, plant and equipment | 110.8 | 116.3 |
Financial assets | 1,136.3 | 674.9 |
Current assets | 594.6 | 1,004.9 |
Non-current trade and other receivables | 0.7 | 0.7 |
Inventories | 151.6 | 122.1 |
Current trade and other receivables | 276.3 | 582.7 |
Other investments | 143.0 | 158.1 |
Cash and cash equivalents | 17.0 | 134.7 |
Prepaid expenses and accrued income | 6.1 | 6.6 |
Total assets | 1,841.8 | 1,796.2 |
Total liabilities | ||
Shareholders' equity | 1,256.1 | 979.3 |
Issued capital | 216.2 | 216.2 |
Share premium | 238.0 | 238.0 |
Reserves | 26.9 | 29.7 |
Retained earnings | 774.4 | 494.8 |
Capital grants | 0.5 | 0.6 |
Provisions and deferred taxes | 117.4 | 118.5 |
Provisions | 117.4 | 118.5 |
Deferred taxes | - | - |
Liabilities | 468.3 | 698.4 |
Liabilities due in more than one year | 114.0 | 74.4 |
Liabilities due within one year | 342.4 | 610.7 |
Accrued expenses and deferred income | 11.9 | 13.4 |
Total liabilities | 1,841.8 | 1,796.2 |
Tessenderlo Group 2022 annual report | 232
Profit and loss statement of Tessenderlo Group nv
(Million EUR) | 2022 | 2021 |
Total operating income | 823.3 | 575.9 |
Sales | 613.1 | 482.6 |
Change in work in progress, finished goods and orders in progress (increase+/decrease-) | 39.7 | 3.0 |
Production capitalized | 0.8 | 1.2 |
Other operating income | 161.8 | 88.3 |
Non-recurring operating income | 7.9 | 0.8 |
Total operating charges | -792.7 | -583.0 |
Raw materials and goods purchased for resale | -402.5 | -284.9 |
Services and other goods | -264.3 | -191.7 |
Wages, salaries, social charges and pensions | -84.0 | -75.4 |
Depreciations and amortizations on formation expenses, tangible and intangible assets | -15.4 | -14.8 |
Amounts written-off stocks and trade receivable (charges (-) / write-back (+) ) | -5.8 | -1.0 |
Provision for liabilities and charges (utilisations and write-backs less charges) | 1.8 | -1.5 |
Other operating charges | -16.2 | -13.6 |
Non-recurring operating charges | -6.3 | -0.1 |
Operating result | 30.6 | -7.1 |
Finance income | 358.8 | 90.8 |
Finance costs | -44.1 | -28.9 |
Profit before taxes | 345.3 | 54.9 |
Income taxes | -4.3 | -2.2 |
Deferred taxes | - | - |
Profit (+) / losses (-) | 341.0 | 52.7 |
Untaxed reserves | -0.5 | -0.8 |
Profit (+) / losses (-) for the year to be allocated | 340.5 | 51.9 |
Allocations and distributions
(Million EUR) | 2022 | 2021 |
The Tessenderlo Group nv Board of Directors proposes to allocate the | ||
- Profits, being | 340.5 | 51.9 |
- Increased by prior years' retained earnings | 494.8 | 442.9 |
Totaling | 835.3 | 494.8 |
In the following manner: | ||
- Reserves | -3.2 | - |
- Dividends | 64.1 | - |
- Retained earnings | 774.4 | 494.8 |
Totaling | 835.3 | 494.8 |
Tessenderlo Group 2022 annual report | 233
Extract from the Tessenderlo Group nv separate (non-consolidated) financial
statements prepared in accordance with Belgian GAAP
The preceding information is extracted from the separate Belgian GAAP financial statements of
Tessenderlo Group nv. These separate financial statements, together with the management report of
the Board of Directors to the general assembly of shareholders as well as the auditors' report, will be
filed with the National Bank of Belgium within the legally foreseen time limits. These documents are
also available on request at Tessenderlo Group nv, Troonstraat 130, 1050 Brussel .
It should be noted that only the consolidated financial statements present a true and fair view of the
financial position and performance of the group.
Since Tessenderlo Group nv is also a holding company, which recognizes its investments at cost in its
non-consolidated financial statements, these separate financial statements present no more than a
limited view of the financial position of Tessenderlo Group nv. For this reason, the Board of Directors
deemed it appropriate to publish only an abbreviated version of the non-consolidated balance sheet
and income statement prepared in accordance with Belgian GAAP as at, and for the year ended
December 31, 2022.
The statutory auditor's report is unqualified and certifies that the non-consolidated financial
statements of Tessenderlo Group nv prepared in accordance with Belgian GAAP give a true and fair
view of the financial position as per December 31, 2022 and results of Tessenderlo Group nv for the
year-ended December 31, 2022, in accordance with all legal and regulatory dispositions.
Tessenderlo Group 2022 annual report | 234
Financial glossary
Adjusted EBIT
Earnings before interests, taxes and EBIT adjusting items.
Adjusted EBITDA
Earnings before interests, taxes and EBIT adjusting items plus depreciation and amortization.
Basic earnings per share (Basic EPS)
Profit (+)/loss (-) for the period attributable to equity holders of the company divided by the weighted
average number of ordinary shares outstanding during the period.
Capital employed (CE)
The carrying amount of property, plant and equipment (PP&E), intangible assets and goodwill together
with trade working capital.
Capital expenditure
Amount of money spent to upgrade, acquire or maintain property, plant and equipment (PP&E) and
intangible assets.
Dividend per share (gross)
Total amount paid as dividend divided by the number of shares.
Diluted earnings per share (Diluted EPS)
Profit (+)/loss (-) for the period attributable to equity holders of the company divided by the fully
diluted weighted average number of ordinary shares outstanding during the period.
Diluted weighted average number of ordinary shares
Weighted average number of ordinary shares, adjusted by the effect of warrants on issue.
EBIT
Profit(+)/loss(-) from operations.
EBIT adjusting items
EBIT adjusting items are those items that in management’s judgment need to be disclosed by virtue
of their size or incidence. Such items are disclosed in the notes to the financial statements.
Transactions which may be recognized as EBIT adjusting items are principally related to restructuring,
impairment losses, provisions, gains or losses on significant disposals of assets or subsidiaries and the
effect of the electricity purchase agreement.
Gearing
Net financial debt divided by the sum of net financial debt and equity attributable to equity holders
of the company.
Leverage
Net financial debt divided by Adjusted EBITDA over the last 12 months.
Market capitalization
Number of shares issued (at the end of the period) multiplied by the market price per share (at the
end of the period).
Tessenderlo Group 2022 annual report | 235
Net financial debt
Non-current and current loans and borrowings and bank overdrafts, minus cash and cash equivalents,
short term investments and long term investments.
Other operating income and expenses
Other operating income and expenses include items which cannot be directly allocated to a line item
of the consolidated income statement based on their function and that in management’s judgement
do not need to be disclosed separately by virtue of their size or incidence. Transactions which may be
recognized as other operating income and expenses are mainly costs arising from research and
development projects, tax charges other than income taxes, such as withholding taxes and regional
taxes, the recognition or reversal of impairment losses on trade receivables, and several individually
insignificant items within several subsidiaries of the group.
Return on capital employed (ROCE)
Adjusted EBIT (last 12 months) divided by the average capital employed (last 12 months).
Theoretical aggregated weighted tax rate
Calculated by applying the statutory tax rate of each country on the profit before tax of each entity
and by dividing the resulting tax charge by the total profit before tax of the group.
Trade working capital
The sum of inventories and trade receivables minus trade payables.
Weighted average number of ordinary shares
Number of shares outstanding at the beginning of the period, adjusted by the number of shares
cancelled, repurchased or issued during the period multiplied by a time-weighting factor.
Tessenderlo Group 2022 annual report | 236
Alternative performance measures
The following alternative performance measures are considered to be relevant in order to compare
the results over the period 2021 - 2022 and can be reconciled to the consolidated financial statements
as follows:
Reconciliation from Adjusted EBIT to EBIT
(Million EUR) | note | 2022 | 2021 |
Adjusted EBIT | 3 | 300.1 | 223.8 |
Gains and losses on disposals | 6 | 0.3 | 2.8 |
Restructuring | 6 | -0.3 | -1.7 |
Impairment losses | 6 | -37.6 | -1.9 |
Provisions and claims | 6 | 13.5 | 4.0 |
Settlement loss UK pension plan | 6 | -7.3 | - |
Electricity purchase agreement | 6 | 21.1 | -1.4 |
Other income and expenses | 6 | -1.6 | 0.0 |
EBIT (Profit (+) / loss (-) from operations) | 288.1 | 225.7 |
Reconciliation from Adjusted EBITDA to EBIT
(Million EUR) | note | 2022 | 2021 |
Adjusted EBITDA | 3 | 434.8 | 354.2 |
Gains and losses on disposals | 6 | 0.3 | 2.8 |
Restructuring | 6 | -0.3 | -1.7 |
Provisions and claims | 6 | 13.5 | 4.0 |
Settlement loss UK pension plan | 6 | -7.3 | - |
Electricity purchase agreement | 6 | 21.1 | -1.4 |
Other income and expenses | 6 | -1.6 | 0.0 |
EBITDA | 460.5 | 358.0 | |
Depreciation and amortization | 8 | -134.7 | -130.4 |
Impairment losses | 8 | -37.6 | -1.9 |
EBIT (Profit (+) / loss (-) from operations) | 288.1 | 225.7 |
Reconciliation gearing
(Million EUR) | note | 2022 | 2021 |
Non-current loans and borrowings | 22 | 209.3 | 193.6 |
Bank overdrafts | 22 | 0.1 | 0.1 |
Current loans and borrowings | 22 | 56.2 | 211.4 |
Cash and cash equivalents | 18/22 | -156.1 | -320.3 |
Short term investments | 18/22 | - | -10.0 |
Long term investments | 18/22 | -50.0 | - |
Net financial debt | 22 | 59.5 | 74.8 |
Equity attributable to equity holders of the company | 1,401.8 | 1,130.0 | |
Gearing (net financial debt / (equity + net financial debt)) | 19 | 4.1% | 6.2% |
Tessenderlo Group 2022 annual report | 237
Reconciliation leverage
For the year ended December 31 | |||
(Million EUR) | note | 2022 | 2021 |
Non-current loans and borrowings | 22 | 209.3 | 193.6 |
Bank overdrafts | 22 | 0.1 | 0.1 |
Current loans and borrowings | 22 | 56.2 | 211.4 |
Cash and cash equivalents | 18/22 | -156.1 | -320.3 |
Short term investments | 18/22 | - | -10.0 |
Long term investments | 18/22 | -50.0 | - |
Net financial debt | 22 | 59.5 | 74.8 |
Adjusted EBITDA | 3 | 434.8 | 354.2 |
Leverage (net financial debt / Adjusted EBITDA last 12 months) | 22 | 0.1 | 0.2 |
Reconciliation capital employed
As per December 31
(Million EUR) | note | 2022 | 2021 |
Inventories | 17 | 566.9 | 393.4 |
Trade receivables - 1 year | 16 | 377.2 | 335.9 |
Trade receivables - 1 year: amounts written off | 16 | -3.8 | -3.5 |
Trade receivables from related parties | 16 | 0.8 | 1.0 |
Trade payables -1 year | 25 | -269.3 | -243.9 |
Trade payables from related parties | 25 | -3.5 | -4.0 |
Trade working capital | 668.3 | 479.0 | |
Property, plant and equipment | 11 | 888.7 | 886.6 |
Goodwill | 12 | 32.1 | 32.3 |
Intangible assets | 13 | 107.0 | 109.2 |
Net assets | 3 | 1,027.8 | 1,028.0 |
Capital employed | 1,696.2 | 1,507.0 |
Reconciliation return on capital employed (ROCE)
(Million EUR) | 2022 | 2021 |
EBIT last 12 months | 288.1 | 225.7 |
Average capital employed last 12 months | 1,678.3 | 1,462.0 |
ROCE (return on capital employed) | 17.2% | 15.4% |
Tessenderlo Group 2022 annual report | 238