TABLE OF CONTENTS
|
YEAR 2024 IN REVIEW |
|
|
Word from CEO/Excom |
6 |
|
Key developments in 2024 |
8 |
|
Subsequent events |
11 |
|
2024 business progress |
12 |
|
OUR ORGANIZATION AND STRATEGY |
|
|
Company strategy |
20 |
|
Our operating and governance model |
22 |
|
Overview of segments + value chains |
24 |
|
Global presence |
38 |
|
REPORT OF THE BOARD OF DIRECTORS |
|
|
Transparent management |
42 |
|
Capital & shares |
42 |
|
Governance structure |
44 |
|
Board of Directors |
46 |
|
Executive Committee |
53 |
|
Remuneration report |
55 |
|
Internal control and risk management |
60 |
|
Policy on inside information and market manipulation |
63 |
|
External audit |
63 |
|
Information articles royal decrees |
64 |
|
Dividend policy |
67 |
|
Enterprise Risk Management |
68 |
|
Information for shareholders |
86 |
2 | Tessenderlo Group 2024 annual report
|
SUSTAINABILITY REPORT |
|
|
ESRS 2 General information |
90 |
|
General information |
90 |
|
Double materiality |
94 |
|
Stakeholder engagement |
104 |
|
ESRS E1 Climate |
106 |
|
ESRS E2 Pollution |
115 |
|
ESRS E5 Resource use and circular economy |
120 |
|
ESRS S1 Our workforce |
126 |
|
ESRS G1 Business conduct |
146 |
|
EU taxonomy |
150 |
|
Tag reference list |
156 |
|
Auditor statements (for consolidated and limited assurance for CSR) |
158 |
|
FINANCIAL REPORT |
|
|
Consolidated financial statements |
166 |
|
Statement on the true and fair view of the consolidated |
258 |
|
financial statements and the fair overview of the management report |
|
|
Statutory auditor's report |
260 |
|
Statutory financial report |
268 |
|
Financial glossary |
271 |
|
Alternative performance measures |
273 |
|
APPENDIX |
|
|
Scope and boundaries ESG data |
278 |
|
Table GHG Emission Retrospective |
281 |
|
Taxonomy template |
282 |
Tessenderlo Group 2024 annual report | 3
4 | Tessenderlo Group 2024 annual report
YEAR 2024 IN REVIEW
2024 IS A YEAR OF RESILIENCE, TRANSFORMATION AND SUSTAINABILITY FOR TESSENDERLO GROUP
2024 is the year of resilience, transformation and sustainability for Tessenderlo Group. Thanks to the unwavering commitment and impact of our colleagues and the leadership of our Board of Directors and the Executive Committee, we have weathered a year of unprecedented challenges while laying the foundation that will enable further long-term growth.
Chairman of the Board of Directors - Wouter De Geest
We do business in a VUCA (volatile, uncertain, complex, ambiguous) world characterized by extraordinary global challenges.
The effects of the war in Ukraine continued to disrupt supply chains, drive up energy volatility and commodity costs. At the same time, geopolitical tensions in the Middle East and changing dynamics between the U.S. and China added further layers of complexity to the global landscape.
Climate change provided its own pressing challenges. For Europe, the energy situation remained precarious, as fluctuations in oil and gas prices impacted industrial activities. Tessenderlo Group has consistently demonstrated its adaptability and continued on his path for profitable growth.
Our commitment to sustainability remains steadfast. With the introduction of the Corporate Sustainability Reporting Directive (CSRD) regulations, we have proactively adapted to these new standards, ensuring that Environmental, Social, and Governance (ESG) principles are deeply embedded in our long-term strategy. At the same time, we recognize the importance of balancing sustainability efforts with maintaining our competitiveness and profitability. As we move forward, we also welcome efforts to reduce
the administrative burden associated with reporting requirements, enabling us to focus on driving meaningful impact while remaining agile in a competitive market.
As a collective and diverse board, together with the Executive Committee of Tessenderlo Group, we regularly meet in person at our headquarters or close to our production facilities to proactively address these challenging circumstances. Our collective resilience, agility and vision together with the passion of our global team will enable us to continue thriving in a world full of complexities.
CEO Tessenderlo Group - Luc Tack
2024 has tested our resilience and adaptability like never before. High market volatility and operational challenges defined the past year, but Tessenderlo Group emerged stronger and managed to balance immediate action with long-term strategic positioning.
Despite these obstacles, our operating performance remained robust. This success is due to our focus on operational excellence, our ability to respond quickly to our customers' needs and our strategic efforts, including
6 | Tessenderlo Group 2024 annual report
acquisitions and the launch of major growth initiatives. In January 2024, we also welcomed a new Executive Committee (ExCom) team, which brought fresh perspectives and energy to lead us into the future.
We looked ahead and laid the foundation for financial sustainable performance. This includes further developing our strategy, investing in automation and innovation, and strengthening relationships with our customers by striving for commercial excellence. Tessenderlo Group's adapt- ability, combined with a forward-looking vision, ensures that we are well positioned to meet both current challenges and future opportunities.
CTO Tessenderlo Group - Sandra Hoeylaerts
The shift toward a financially sustainable future focuses on automating processes and driving product and process innovation while also prioritizing the development of future-proof skills and competencies. At the same time, it emphasizes the well-being and safety of our colleagues.
In 2024, we invested fully in our people. Targeted training and development programs ensure that our employees have the tools and knowledge they need to excel in this rapidly changing world. Safety and well-being were key areas of focus, supported by initiatives to always put safety first and encourage a healthy and engaged workforce. The results of our recent engagement survey confirm our commitment to listen to and act on the voices of our employees. It underscores the importance of open dialogue with our workforce so that our transformation is guided by their voices.
Through our transformation efforts, Tessenderlo Group is building a future that is not only economically robust, but also socially and environmentally responsible.
CFO Tessenderlo Group - Miguel de Potter
Resilience and adaptability are only possible with a strong financial base. In 2024, we effectively managed key financial parameters to secure our ability to thrive in times of uncertainty.
Strategic capital allocation remained a priority. We balanced strategic investments in innovation and sustainability with shareholder returns through share repurchases and dividends. Strong cashflow management allowed us to remain agile and fund long-term growth initiatives.
Our commitment to good governance and ethics was strengthened by the implementation of enhanced compliance measures, including a whistle- blowing policy and an updated Code of Conduct. These initiatives reflect our commitment to transparency, integrity and building trust with our stakeholders and employees.
Tessenderlo Group 2024 annual report | 7
KEY DEVELOPMENTS IN 2024
STRENGTHENED LEADERSHIP FOR FURTHER GROWTH
On January 1, 2024, Mr. Miguel de Potter joined Tessenderlo Group as Chief Financial Officer (CFO), bringing a wealth of financial expertise.
Meanwhile, Mrs. Sandra Hoeylaerts, who started on September 27, 2023, as Chief HR Officer at Tessenderlo Group, has taken up the position of Chief Transformation Officer (CTO) as from January 1, 2024. Together with Mr. Luc Tack (CEO), the newly formed Executive Committee is poised to lead Tessenderlo Group into its next phase of growth
and transformation.
LAUNCH OF SUPERMAX
RAPIER WEAVING MACHINE
During the exhibition ITMA ASIA + CITME 2024 in November in Shanghai (China), Picanol presented a new rapier weaving machine specifically aimed at the Asian markets. With the launch of this new machine, Picanol aims to further strengthen its position
as the world's leading manufacturer of weaving machines.
8 | Tessenderlo Group 2024 annual report
OPENING OF A STATE-OF-THE-ART FERTILIZER PLANT AND RECOGNITION FOR SUSTAINABLE AGRICULTURE
On Thursday November 21, 2024, Tessenderlo Kerley International proudly opened its new liquid fertilizer plant at the Chemelot site in Geleen (NL). The new plant, which produces ammonium thiosulphate (Thio-Sul®), a liquid fertilizer that supplies nitrogen and sulfur, plays a crucial role in the sustainable agriculture sector. The decision to build the new Thio-Sul® plant at Chemelot was a natural choice. Here, Tessenderlo Kerley is not only close to key customers in the Benelux, Germany and northern France, but also to the critical raw materials essential for the production process. The new, state- of-the-art production facility in Geleen strengthens our position as market leader and embodies our long-term commitment to sustainability, innovation and growth.
The homologation of Thio-Sul® by the French government as a nitrification inhibitor was also achieved in 2024, marking a significant step in sustainable farming. Official recognition highlights Thio-Sul®'s ability to reduce nitrate leaching and ammonia volatilization, enabling farmers to optimize nitrogen use, improve yields, and lower their carbon footprint. The research was done by our own research team in collaboration with the Auburn university. This milestone aligns with Tessenderlo Group's commitment
to sustainability and supporting the agriculture sector in achieving greener practices.
STRATEGIC ACQUISITION OF TIGER-SUL PRODUCTS
Tessenderlo Kerley, Inc. (Agriculture Segment), has acquired Tiger-Sul Products, LLC, a North-American provider of sulfur-based fertilizer products. The acquisition closed on November 6th, 2024. The acquisition enhances Tessenderlo Kerley's specialty fertilizer portfolio, aiming to deliver improved crop yields, greater control for farmers, and healthier soils for all. With this acquisition we also have our first production plant in Canada expanding our regional footprint in North-America.
DYKA LAUNCHES NEW PRODUCT LINE: 100% CIRCULAR PIPING SYSTEMS
In 2024, DYKA proudly introduced the groundbreaking Solydo EasyFit range, setting a new standard for sustainable construction. This innovative assortment, for internal sewerage in high-rise buildings, new construction, renovation and serial or tunnel construction, offers exceptional advantages for the construction industry. Solydo EasyFit fittings are not only remountable and demountable but also 100% recyclable, contributing to a fully circular construction model.
The push-fit system incorporated in these
- fittings enables fast, efficient, and reliable installations, significantly reducing time and costs on construction sites. By integrating sustainability with operational efficiency, this launch represents an exciting step forward in enhancing DYKA's market position as a leader in multipurpose piping systems, creating new business opportunities, and driving long-term value through innovation in sustainable construction solutions.
ENHANCED CORPORATE
GOVERNANCE
In September 2024, Tessenderlo Group launched an updated Code of Conduct and a new whistleblowing tool for Europe, reinforcing its commitment to ethical business practices. A global rollout is planned for Q2 2025, underscoring the group's dedication to transparency and accountability across all regions.
Tessenderlo Group 2024 annual report | 9
PSICONTROL RECEIVES IF DESIGN AWARD FOR ITS 4 INCH CONCEPT
In 2024, Psicontrol received the prestigious iF DESIGN AWARD for its newest 4 inch concept. The iF DESIGN AWARD is an important seal of approval for design excellence worldwide. In total, no less than 132 design experts recognized the 4 inch concept for its design achievements after a rigorous two-stage selection process involving 11,000 entries. The specific reason for the award being given to Psicontrol was the intuitive user experience as well as the stylish look and feel of the
4 inch concept, which is comparable to a smartphone.
SHARE REPURCHASE PROGRAM
Under the share repurchase program which started in March 2023, 197,200 own shares were acquired in 2024 for an amount of
5.3 million EUR. In April 2024, a new share repurchase program was started for the repurchase of up to 2,300,000 shares of the company for a total amount not exceeding
69 million EUR. 1,749,618 own shares were acquired in the period April 2024 - December 2024 at an average price of 24.03 EUR per share, for a total amount of 42.0 million EUR. This program was discontinued early January 2025. On January 3, 2025 the Board of Directors decided to launch an amended program, which allows to complete the earlier repurchase program and repurchase the remaining 500,000 shares for a total
PSICONTROL ROMANIA INVESTS IN TWO NEW SMD LINES
In 2024, Psicontrol commissioned two new SMD lines at its production plant in Râșnov (Romania). These two new SMD lines have significantly increased the total capacity of the production capacity. With this investment, Psicontrol now has a fully up-to-date and high-tech machine park in Romania with a total of no less than five SMD lines.
amount of up to 12.5 million EUR. The Board of Directors considers this buyback program opportune given that the company's shares are currently trading below book value and considering the group's liquidity position. This buyback program started on January 6, 2025 for a maximum period of one year (up to and including January 5, 2026).
Pursuant to the authorization granted by the Extraordinary General Meeting of May 10, 2022, the Board of Directors of Tessenderlo Group nv decided on August 20, 2024 to cancel 23,242,895 treasury shares, made up of 21,860,003 treasury shares held following the combination of Tessenderlo Group and Picanol Group and 1,382,892 treasury shares acquired through the March 2023 and April 2024 buyback programs.
10 | Tessenderlo Group 2024 annual report
Attachments
