ORIOLA
Financial review 2022
This report is translated, non-official version of Oriola Corporation's Financial review 2022 presented in the ESEF-format.
22
Table of contents
Report of the Board of Directors ........... 3
1. Business review ...................................................... 3
2. Risk review ................................................................ 6
3. Governance .............................................................. 7
4. Remuneration ......................................................... 13
5. Non-nancial information .................................. 15
Information on shares .................................... 23
Shares and shareholders ......................................... 23
Share-related key gures ....................................... 24
Largest shareholders ................................................ 26
Financial indicators and
performance measures ................................. 27
Financial indicators 2018–2022 ............................ 27
Alternative performance measures .................... 29
Financial statements 2022 .......................... 30
Consolidated statement
of comprehensive income (IFRS) ......................... 31
Consolidated statement
of nancial position (IFRS) ...................................... 32
Consolidated statement of cash ows (IFRS) .... 33
Consolidated statement
of changes in equity (IFRS) ..................................... 34
Notes to the consolidated
nancial statements .................................................. 35
1. Basic information on the company ............... 35
2. Basis of presentation ............................................ 35
3. Use of estimates and judgement ................... 35
4. Operating result .................................................... 36
4.1. Segment reporting ..................................... 36
4.2. Net sales and other
operating income ........................................ 37
4.3. Operating expenses .................................. 38
4.4. Employee benets ..................................... 39
5. Working capital ...................................................... 43
5.1. Trade and other receivables ................... 43
5.2. Inventories ..................................................... 43
5.3. Trade payables and other liabilities .... 44
5.4. Provisions ....................................................... 44
6. Tangible and intangible assets and other
non-current assets ............................................... 45
6.1. Property, plant and equipment ............ 45
6.2. Goodwill and other intangible assets ... 46
6.3. Other non-current assets ........................ 48
7. Leases ........................................................................ 49
7.1. Leases in the statement
of nancial position ..................................... 50
7.2. Leases in the statement
of comprehensive income ........................ 50
8. Capital structure .................................................... 51
8.1. Financial income and expenses ........... 51
8.2. Financial assets and liabilities ................ 51
8.3. Financial risk management .................... 54
8.4. Equity, shares and authorisations ......... 57
8.5. Earnings per share, dividend and
other equity distribution .......................... 59
9. Income taxes ........................................................... 60
9.1. Taxes recognised in the comprehensive
income for the period ................................ 60
9.2. Deferred tax assets and liabilities ........ 60
10. Group structure ................................................... 62
10.1. Subsidiaries ................................................ 62
10.2. Related party transactions ................... 63
10.3. Discontinued operations ...................... 63
11. Unrecognised items .......................................... 64
11.1. Commitments and
contingent liabilities ................................ 64
11.2. Future lease payments .......................... 64
11.3. Litigation .................................................... 64
12. Other notes ........................................................... 64
12.1. Application of new
and amended IFRS standards
and IFRIC interpretations ....................... 64
Parent company nancial statements ............... 65
Parent company income statement (FAS) ... 65
Parent company balance sheet (FAS) ............ 65
Parent company cash ow statement (FAS) .. 66
Notes to the parent company
nancial statements (FAS) .................................. 66
The Board of Directors’ proposal
for the prot distribution
and Auditor’s Note ........................................... 71
Auditor’s report ................................................... 72
Auditor's assurance report on
ESEF Financial Statements .......................... 77
Basis for preparation
The accounting principles are presented in the
relevant parts of the notes to the nancial state-
ments in order to make the report more user-
friendly. The basis for preparation part of the
note is highlighted.
Use of estimates and judgement
If the accounting area presented in the note involves
estimates and judgement, those estimates and judge-
ments are described separately in the relevant note.
The description of the use of estimate and judgement
in the note is marked with italic font and highlighted.
Non-nancial information
Oriola gives the non-nancial information accord-
ing to the Finnish Accounting Act and using the
Nasdaq ESG Reporting Guide as appropriate in the
Report of the Board of Directors. The non-nancial
information and related key performance indica-
tors are presented in chapter 5. Non-nancial in-
formation of the Report of the Board of Directors.
Report of the Board of Directors
Oriola Financial review 2022
33
1. Business review
Operating environment
Consumer condence was weakened and ination was high, which
aected consumer behaviour. Energy and fuel prices as well as la-
bour costs in Europe increased during 2022, driven by the geopo-
litical situation.
The increased economic uncertainty did not impact the pharma-
ceuticals market, which continued to grow steadily in the fourth
quarter in Sweden and Finland. The growth slowed somewhat in
Finland in the fourth quarter compared to the previous quarters of
2022. In the rst quarter of 2022, consumers prepared for a crisis by
hoarding pharmaceuticals especially in Sweden and societies en-
hanced their pharmaceutical reserves, as well. During the latter part
of the year market demand returned to a more normal level.
The availability of raw materials for medical products became tight-
er during the second half of the year due to the COVID-19 restric-
tions in China, and this has aected the availability of some medi-
cines in Sweden and Finland.
Market environment
In Sweden, the value of the pharmaceutical distribution market at
wholesale prices, measured in Swedish krona, grew by 8.0% (3.1%)
in 2022 (source: IQVIA). In Finland, the market value grew by 3.9%
(3.0%) (source: LTK).
According to Oriola’s estimate, Oriola’s share of the pharmaceu-
tical wholesale market in Sweden was approximately 45% (46%)
and in Finland approximately 44% (43%) in 2022.
Report of the Board of Directors
In the dose dispensing business, Oriola oers pharmaceuticals and
dose dispensing for private and public healthcare sector operators.
The total market size for dose dispensing is approximately 260,000
patients (250,000) in Sweden and 100,000 patients (90,000) in Fin-
land. Oriola serves approximately 75,000 (103,000) patients in Swe-
den and approximately 30,000 (29,000) patients in Finland.
Oriola Others
Finland
Pharmaceutical wholesale - market share
Oriola Others
Sweden
45%
55%
54
BSEK
3.0
BEUR
44%
56%
Oriola Others
Oriola Others
Sweden Finland
Dose dispensing - market share
29%
71%
30%
70%
The Group’s nancial performance for 2022
Invoicing and net sales, continuing operations
Invoicing increased by 1.7% (increased 4.8%) to EUR 3,568.0
(3,506.9) million. On a constant currency basis invoicing increased
by 4.9% (increased 2.6%).
Net sales increased by 4.4% (increased 3.8%) to EUR 1,515.5
(1,452.2) million. On a constant currency basis, net sales increased
by 7.6% (increased 1.5%) mainly driven by the improving market
demand and new customer agreements in the pharmaceutical dis-
tribution business. Invoicing and net sales include sales to discon-
tinued operations amounted to EUR 272.6 (387.3) million. In Octo-
ber-December, sales to the joint venture were EUR 130.9 million.
Protability
Adjusted EBIT increased by 19.1% (increased 126.1%) to EUR 17.8
(14.9) million, mainly driven by net sales growth and turnaround in-
itiatives. EBIT was EUR 7.6 (10.7) million. The gure includes Oriola’s
share of the net prot EUR -2.0 million in a joint venture. Adjusting
items totalled EUR -10.2 (-4.2) million and were related to an impair-
ment of other tangible and intangible assets not yet available for
use and which have been development in progress, the divestment
Invoicing
1
EUR million
2018 2019 2020 2021 2022
4,000
3,000
2,000
1,000
0
3,104
3,327
3,345
3,507
3,568
1
Continuing operations.
Report of the Board of Directors
Oriola Financial review 2022
44
Net nancial expenses were EUR 0.7 (-0.3) million. Prot for the year
was EUR 4.8 (8.6) million. Income taxes were EUR 2.1 (2.7) million,
which corresponds to an eective tax rate of 30.8% (24.4%). Earn-
ings per share were EUR 0.03 (0.05).
For more information on the Group’s nancial performance, please
see the section Financial indicators 2018-2022.
Joint venture Swedish Pharmacy Holding AB
On 3 October 2022, Oriola and Euroapotheca nalised the com-
bining of Kronans Apotek and Apoteksgruppen into a new jointly
owned company. Accordingly, starting from the fourth quarter of
2022, Oriola reports the new company as a joint venture under
the equity method and present the joint venture’s result above
the EBIT line in the consolidated nancial statements.
In the fourth quarter of 2022, Swedish Pharmacy Holding AB re-
ported net sales of EUR 292.7 (288.6) million. Adjusted EBIT was
EUR -2.8 million, synergies during the reporting period totalled to
EUR 1.0 million and one-o costs related to the integration of the
two companies were EUR 1.9 million. EBITA (Earnings before inter-
est, taxes and amortization) was EUR -1.3 million. At the end of
December 2022, net interest-bearing debt was EUR 95.3 million.
In the fourth quarter, 2022, Oriola booked a loss of EUR 2.0 million
from Swedish Pharmacy Holding AB. The loss was a result of lower
sales, higher operating expenses, and integration related one-o costs.
Reporting segments
At the beginning of 2022, Oriola implemented a country-based
organisation, where former Pharma and Retail business areas and
the Operations function were transformed into a new organisa-
tional structure. Since then, Oriola’s continuing operations have
included one reportable segment, which includes business areas
Oriola Finland and Oriola Sweden. Previous periods have been ad-
justed to reect the changes in the management reporting.
Oriola oers advanced distribution, expert and advisory servic-
es for pharmaceutical companies and a wide range of health and
wellbeing products for pharmacies, veterinarians, other health-
care operators and retail operators in the Finnish and Swedish
markets. Additionally, Oriola oers dose dispensing services for
pharmacies and healthcare operators.
Turnaround highlights
In 2022, Oriola completed a turnaround initiative to ensure the
company’s protability and eciency.
The short-term action plan for turnaround consisted of four key
elements:
• Cost savings through simplied operating model, reduction
of operating costs and rigorous cost management.
• Ecient net working capital management through opti-
mised product portfolio, enhanced supplier management &
supply chain planning.
• Excellent customer relationship management targeting supe-
rior customer experience with one touchpoint for customers.
• Commercial excellence through service portfolio crystallisa-
tion, pricing models and enhanced margin management.
By these measures, Oriola streamlined its processes to improve
operational eciency and reduced costs to increase protability
and cost-competitiveness. The impact of these actions became
gradually visible during 2022, including the identied EUR 7 mil-
lion in cost savings in both continuing and discontinued opera-
tions. Furthermore, the measures improved the cash ow and
of the stang services business, costs related to Kronans Apotek
combining with Apoteksgruppen and other restructuring costs. Ad-
justed EBIT on a constant currency basis was EUR 18.1 million.
1
The gures in 2018 have been restated due to an error related to previous periods.
The restatement had an impact on inventories, deferred tax assets and retained earnings
in the consolidated statement of nancial position and on material purchases and income
taxes in the consolidated statement of comprehensive income. More information on
correction of the error is presented in the notes to the Financial statements 2019.
Adjusted EBIT
1
EUR million
20
15
10
5
0
2018 2019 2020 2021 2022
6.6
14.9
17.8
18.1
8.7
equity position of the company. In the beginning of October, the
Group organisation and operating model were changed to sup-
port customer relationship management and commercial excel-
lence. More information on the reorganisation can be found in the
“New Operating model” section of this report.
Discontinued operations
On 3 October 2022, Oriola announced it had nalized the com-
bination of its pharmacy business Kronans Apotek and Euroa-
potheca’s Apoteksgruppen into a new jointly owned company in
Sweden. The former Consumer business area comprising Kronans
Apotek has been reported as discontinued operations until the
completion of the divestment on 3 October 2022.
Loss for the period for discontinued operations in 2022 was EUR
7.2 million (prot of 2.7). The gure includes a loss of EUR 29.4 mil-
lion from the divestment of discontinued operations.
When combining the two operations, the loss for the period from
continuing and discontinuing operations in 2022 was EUR 2.4 mil-
lion (prot of 11.3).
Balance sheet, cash ow and nancing
Oriola’s total assets at the end of December 2022 were EUR 960.9
(1,093.2) million. Equity attributable to the equity holders was EUR
225.6 (216.8) million. The equity was decreased by the dividend of
EUR 7.3 million distributed to the shareholders in April 2022.
Cash and cash equivalents totalled EUR 160.6 (109.1) million. Net
cash ow from operating activities in 2022 was EUR 77.9 (40.0)
million, of which changes in working capital accounted for EUR
27.7 (-17.1) million. Strong uctuation in working capital is typi-
cal to Oriola’s industry. Net cash ow from investing activities was
EUR 3.0 (9.6) million. Net cash ow from nancing activities was
EUR -29.3 (-108.5) million.
At the end of December 2022, interest-bearing debt was EUR
136.9 (209.9) million. The non-current interest-bearing liabilities
amounted to EUR 69.9 (123.5) million and current interest-bear-
ing liabilities amounted to EUR 67.0 (86.4) million. Non-current
interest-bearing liabilities mainly consist of loans from nancial
institutions totalling EUR 59.1 (63.3) million and non-current lease
Report of the Board of Directors
Oriola Financial review 2022
55
liabilities totalling EUR 10.9 (60.2) million. Current interest-bearing
liabilities mainly consist of commercial paper issues of EUR 49.8
(49.8) million, advance payments from Finnish pharmacies total-
ling EUR 11.8 (16.0) million, loans from nancial institutions total-
ling EUR 2.0 (2.0) million and current lease liabilities totalling EUR
3.4 (18.6) million. Interest-bearing net debt was EUR -23.7 (100.8)
million and gearing -10.5% (46.5%).
The non-recourse trade receivables sales programmes are in use in
Sweden. At the end of December 2022, a total of EUR 100.8 (183.1)
million in trade receivables had been sold. The average interest
rate on the interest-bearing liabilities excluding lease liabilities was
2.59% (0.96%). Interest rate risk relating to the cash ow from sell-
ing of trade receivables has been hedged with interest rate swaps.
In June 2021, Oriola signed a new unsecured revolving credit fa-
cility agreement for a total of EUR 140 million. In February 2022,
the maturity of the agreement was extended by one year, and
the revolving credit facility will mature in June 2025. The facility is
committed and includes an option to be extended further by one
year. The margin of the revolving credit facility is linked to Oriola’s
nancial covenants and the performance of sustainability targets.
The committed long-term revolving credit facility of EUR 140.0
million and the credit limits totalling EUR 34.9 million were un-
used at the end of December 2022.
At the end of December 2022, Oriola’s equity ratio was 23.8%
(20.1%). Return on capital employed was 1.9% (4.6%) and return
on equity -1.1% (5.9%).
For more information on the Group’s balance sheet and cash ow and
related key gures, see the section Financial indicators 2018–2022.
Net cash ow from operating activities
EUR million
60
40
20
0
-20
-40
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022
Q3
2022
Q4
2022
29
-14
39
28
-26
-16
36
42
Investments and depreciation
Gross investments in 2022 totalled EUR 3.4 (9.3) million and consist-
ed mainly of investments in logistics and information systems.
Depreciation, amortisation and impairment amounted to EUR 25.2
(16.5) million. Oriola recognized an EUR 9.8 million impairment of
other tangible and intangible assets not yet available for use and
which have been development in progress. The impairment relates
to several earlier years process automation development, outdated
information technology and partially implemented projects that
have been discontinued.
Changes in the Group structure
Oriola sold the entire share capital of its pharmacy stang service
company Farenta Oy to Eezy in April 2022 and resulted in a prot of
EUR 1.5 million as an adjusted item.
Oriola and Euroapotheca nalised on 3 October 2022 the combin-
ing of respective pharmacy businesses in Sweden: Oriola’s Consum-
er business area comprising Kronans Apotek and Euroapotheca’s
Apoteksgruppen into a new jointly owned company, Swedish Phar-
macy Holding AB. The net sales of Consumer business area in 2021
were EUR 817.5 million, the adjusted EBIT was EUR 11.4 million and
the number of personnel at the year-end was 1,598. The transac-
tion had a EUR -29.4 million impact on the consolidated net prot
of Oriola Group including translation dierences and transaction
related costs.
Personnel
At the end of December 2022, Oriola had 833 (1,046) employees, of
which 402 (573) worked in Finland and 431 (473) in Sweden. The average
number of personnel in January–December 2022 was 914 (1,077). The
reported number of personnel consists of members of sta in active em-
ployment, calculated as full-time equivalents.
The total amount of wages, salaries and bonuses in 2022 was EUR 45.3
million (EUR 54.6 million in 2021 and EUR 52.3 million in 2020).
For more information about the employee benets please refer to note
4.4. Employee benets in the Consolidated Financial Statements.
Oriola Corporation shares
Oriola Corporation's market capitalisation on 31 December 2022
was EUR 321.4 (362.8) million.
Jan–Dec 2022 Jan–Dec 2021
Trading of shares class A class B class A class B
Trading volume, million 6.6 29.9 8.1 50.7
Trading volume, EUR million 13.2 59.2 16.1 98.9
Highest price, EUR 2.30 2.31 2.37 2.20
Lowest price, EUR 1.75 1.70 1.78 1.73
Closing quotation,
end of period, EUR 1.85 1.74 1.99 2.01
In 2022, the traded volume of Oriola Corporation shares, excluding
treasury shares, corresponded to 20.1% (32.5%) of the total number
of shares.
At the end of 2022, the company had a total of 181,486,213
(181,486,213) shares, of which 53,748,313 (53,748,313) were class
A shares and 127,737,900 (127,737,900) were class B shares. The
company held a total of 109,564 (138,201) treasury shares, of which
63,650 (63,650) were class A shares and 45,914 (74,551) were class B
shares. The treasury shares held by the company account for 0.06%
(0.08%) of the company's shares and 0.11% (0.11%) of the votes.
Under Article 3 of the Articles of Association, a shareholder may de-
mand conversion of class A-shares into class B shares. In 2022 and
2021, no class A shares were converted into class B shares.
More information on shares and shareholders is given in the section
entitled Information on shares.
Outlook for 2023
Oriola expects the adjusted EBIT, excluding the contribution from
the joint venture Swedish Pharmacy Holding AB, to remain on the
same level compared to 2022.
The outlook takes into consideration the signicant negative im-
pact on Oriola’s protability from the loss of public tenders and
consequently of patients in the dose dispensing business in Swe-
den. The dose dispensing business in Sweden will focus on new
customer segments to develop the business. Furthermore, the re-
Report of the Board of Directors
Oriola Financial review 2022
66
Oriola operates in regulated pharmaceutical distribution and retail
markets monitored by authorities in both operating countries. The
main megatrends impacting Oriola’s business environment are age-
ing of the population, increased spending on health and wellbeing,
growth in speciality pharmaceuticals, the digitalisation of the retail
trade and services, sustainability as well as possible pandemics.
Oriola has identied the following principal strategic and op-
erational risks that may have an adverse impact on the results:
Changes in the pharmaceutical market regulation and related li-
cences, pricing, parallel import and public reimbursement, as well
as increased competition through the growing number of com-
panies and pharmacies in e-commerce, the decreasing share of
single channel distribution in public healthcare, and the loss of
several key pharmaceutical company agreements. In addition, the
changes in the resources of public healthcare as well as restric-
tions set by the authorities on companies’ businesses and citizens’
mobility caused by the pandemic may have an adverse impact on
Oriola’s result.
The Dental and Pharmaceutical Benets Agency (TLV) in Sweden
has proposed a monthly list of generic pharmaceuticals to be in-
troduced in Swedish dose distribution operations as well. The new
legislation is expected to enter into force in 2024 at the earliest.
The change would have a negative impact on Oriola's dose distri-
bution margins and operating costs. In Oriola's view, it is possible
to control the possible eects.
In Finland, the pandemic has accelerated the need to nd savings
from the area of the Ministry of Social Aairs and Health to be able
to cover costs caused by the pandemic, on top of the earlier pres-
sure for savings. The government has stated the total cost of phar-
maceutical treatment to be as one of the targets. The saving meas-
ures are not expected to have a direct impact on Oriola's business.
The reform of social and healthcare (Sote), was approved 2021. In
the beginning of 2022, 21 new county councils were elected and
these new political bodies will decide on social, healthcare and
rescue services in each wellbeing services county. New regions
were aected from the beginning of 2023. The impact of these
changes on Oriola´s activities in Finland are still somewhat un-
known, but according to the company´s estimation, not material.
Oriola assesses ESG-related (Environment, Social and Governance)
risks as part of the regular risk management process. A more de-
tailed description of ESG risks can be found in section 5 of this re-
port: Non-nancial information.
The main nancial risks for Oriola involve currency rate, liquidity,
interest rate and credit risks. Changes in the value of the Swedish
krona have an impact on Oriola’s net sales, earnings and consoli-
dated statement of nancial position. Changes in cash ow fore-
casts may cause impairment of goodwill. More information about
nancial risk management can be found in note 8.3. in the notes
to the Consolidated Financial Statements.
Near-term risks and uncertainty factors
Oriola’s strategic development projects involve operational risks
which may have an eect on the protability when realised. Orio-
la has several signicant IT system projects ongoing. The compa-
ny has dened separate risk management plans for all IT projects
and aims to ensure the seamless go-lives of the systems through
thorough planning. The process optimisation and eciency im-
provements will continue in the company's business operations.
Since the rst quarter of 2020, the COVID-19 pandemic has im-
pacted signicantly Oriola’s operating environment as the restric-
tions set by the authorities and consumer caution impacted the
consumer behaviour. The measures caused by the pandemic have
led to the decrease of healthcare services as well as aected the
demand for pharmaceuticals and health and wellbeing products.
This has inevitably also had an impact on Oriola’s business and
will aect in the future if the restriction measures caused by the
pandemic have to be reintroduced. The impacts of the pandemic
on the valuation of Oriola’s assets are closely monitored. Based on
the assessments, COVID-19 pandemic is currently not expected to
have such long-term impacts on Oriola’s nancial performance,
that would require adjustments to the carrying amounts of the
assets.
Oriola has prepared its operations for the risks caused by the
COVID-19 pandemic. In the contingency planning, the company
has considered especially securing the health of its personnel, avail-
ability of workforce, safety in distribution centres and pharmacies
as well as growing need for pharmaceutical stocking. In addition,
cent overall inationary environment and related cost pressures
may have an impact on Oriola’s protability.
The adjusted EBIT in 2022 was EUR 19.7 million, excluding the
contribution from the joint venture company Swedish Pharmacy
Holding AB.
Prot distribution proposal
Oriola Group’s parent company is Oriola Corporation, whose dis-
tributable funds according to the balance sheet as at 31 December
2022 were EUR 208.6 (265.3) million. Oriola Corporation’s result for
the nancial year 2022 was EUR -49.4 (-54.8) million. Earnings per
share of the Oriola Group were EUR -0.01 (0.06).
The Board of Directors proposes to the Annual General Meeting that
a dividend of EUR 0.06 (0.04) per share would be paid for 2022. The
Board of Directors further proposes that the remaining non-restricted
equity, EUR 197,713,682.89 be retained and carried forward.
Annual General Meeting 2023
Oriola Corporation's Annual General Meeting will be held on 21
March 2023. The matters specied in article 10 of the Articles of
Association and other proposals of the Board of Directors, if any,
will be dealt with at the meeting. The notice to convene will be
available on the company’s website at www.oriola.com on 27 Feb-
ruary 2023 at the latest.
2. Risk review
Strategic and nancial risks
Oriola has specied the company’s risk management model, prin-
ciples, organisation and process in its Risk management policy.
The Group’s risk management seeks to identify, measure and man-
age risks that may have an adverse or benecial impact on Oriola’s
operations and achievement of the set goals. The Group also has
a Code of Conduct policy and a Treasury policy covering compli-
ance and nancial risks. The internal control and risk management
systems related to Oriola’s nancial reporting are aimed at ensur-
ing the reliability of the company's nancial statements and nan-
cial reporting, as well as the company's compliance with legisla-
tion and generally approved operating principles.
Report of the Board of Directors
Oriola Financial review 2022
77
CEO
CFO ORIOLA MANAGEMENT TEAM
ORIOLA SERVICES BUSINESS AREA
Reports
Elects
Supervises
Controls
Oriola is actively discussing with both customers and authorities
about quickly changing needs and their management.
Oriola’s operations and protability are impacted by price volatil-
ity in key cost categories. Especially, changes in energy prices, la-
bour and freight costs may have impact on Oriola’s protability.
Oriola is from time to time involved in legal actions, claims and
other proceedings. It is Oriola’s policy to provide for amounts re-
lated to the proceedings if liability is probable and such amounts
can be estimated with reasonable accuracy. Taking into account
all available information to date, the legal actions, claims and oth-
er proceedings are not expected to have material impact on the
nancial position of the Group.
3. Governance
Corporate governance statement 2022
This Corporate governance statement has been prepared in ac-
cordance with the Finnish Corporate Governance Code 2020 (the
“Corporate Governance Code”) and chapter 7, section 7 of the
Finnish Securities Markets Act.
Oriola Corporation (hereinafter “Oriola” or “the company”) com-
plies with the provisions of its Articles of Association, the Finnish
Companies Act, the Finnish Securities Markets Act and other simi-
lar legislation. The company also complies with the rules and reg-
ulations applying to listed companies issued by Nasdaq Helsinki
Ltd (Helsinki Exchange) and the Finnish Financial Supervisory Au-
thority. The company’s head oce is located in Espoo, Finland.
Oriola applies the Corporate Governance Code in its entirety
without any exceptions. The information required by the Corpo-
rate Governance Code is also available on the company’s website
www.oriola.com. An unocial English translation of the Corporate
Governance Code 2020 is in the public domain and available on
the Securities Market Association’s website at www.cgnland..
Oriola prepares its consolidated nancial statements and interim
reports in accordance with the EU-approved IFRS reporting stand-
Governing structures of Oriola
SHAREHOLDERS' MEETING
BOARD OF DIRECTORS
Compensation and Human
Resources Committee
Elects Elects
Establishes
Submits
auditors
report
Proposes Board composition
and remuneration
Audit Committee
AUDITOR
INTERNAL AUDIT
NOMINATION
BOARD
Report of the Board of Directors
Oriola Financial review 2022
88
right to issue new class B shares or assign class B treasury shares
held by the company. The authorisation covers a combined maxi-
mum of 18,000,000 class B shares of the company including the
right to derogate from the shareholders’ pre-emptive subscription
right. The authorisation is in force for a maximum of eighteen (18)
months following the decision of the Annual General Meeting.
The Annual General Meeting authorised the Board to decide on a
share issue of class B shares without payment to the Company and
on a directed share issue of class B shares in order to execute the
share-based incentive plan for Oriola Group's executives and the
share savings plan for Oriola Group's key personnel. The maximum
number of new class B shares to be issued under this authorisation
is 250,000, which represents of 0.14% of all shares in the Company.
The authorisation is in force for eighteen (18) months from the de-
cision of the Annual General Meeting.
The Annual General Meeting authorised the Board to decide on re-
purchasing up to 18,000,000 of the company’s own class B shares.
Shares may be repurchased also in a proportion other than in
which shares are owned by the shareholders. The authorisation is
in force for a maximum of eighteen (18) months following the deci-
sion of the Annual General Meeting.
All decisions of the Annual General Meeting 2022 are available on
the company's website www.oriola.com.
Shareholders' Nomination Board
The Shareholders' Nomination Board consists of ve members ap-
pointed by the shareholders. In addition, the Chairman of the Board
of Directors acts as an expert member of the Nomination Board.
The Chairman of the Board of Directors annually arranges a meeting
to which the Chairman invites the company’s 20 largest sharehold-
ers, by votes, registered as shareholders in the company’s share-
holders’ register maintained by Euroclear Finland Ltd by 31 August
preceding the Annual General Meeting. The meeting of the 20 larg-
est shareholders, by votes, elects the members of the Shareholders’
Nomination Board. One of the members is elected to serve as the
Chairman of the Shareholders’ Nomination Board.
ards, the Securities Markets Act, applicable Financial Supervisory
Authority standards and the rules issued by Nasdaq Helsinki Ltd.
The Report of the Board of Directors and the parent company’s -
nancial statements have been prepared in accordance with the
Finnish Accounting Act and the guidelines and statements of the
Accounting Board. The auditor’s report covers the Report of the
Board of Directors, the consolidated nancial statements and the
parent company’s nancial statements.
General meeting of shareholders
The general meeting of shareholders decides on the matters that
under the Companies Act and the Articles of Association of Oriola
are within its purview. Each shareholder is entitled to attend gen-
eral meetings. Each class A share carries 20 votes and each class B
share 1 vote at General Meetings. According to the Articles of As-
sociation, no shareholder may vote using an amount of votes that
exceeds 1/20 of the total number of votes carried by the shares of
dierent share classes represented at the general meeting.
The Board of Directors convenes a general meeting of sharehold-
ers. The notice of general meeting is published on the company's
website or in one daily newspaper in Finland’s capital city no earlier
than 2 months and no later than 21 days prior to the meeting. Orio-
la also publishes the notice of general meeting as a stock exchange
release. The documents to be submitted to the general meeting
and the draft resolutions to the general meeting are available on
the company’s website. The notice of the general meeting contains
the proposed agenda for the meeting.
A shareholder has the right to have matters that under the Compa-
nies Act fall within the competence of the general meeting dealt
with by the general meeting, if the shareholder so demands in
writing to the Board of Directors well in advance of the meeting so
that the matter can be included in the notice of general meeting.
The demand shall be considered to have arrived in time, when the
Board of Directors has been informed about the demand at the lat-
est four weeks in advance of the publication of the notice of the
general meeting.
The company's starting point is that the chairman of the Board of Di-
rectors, the members of the Board of Directors and its committees,
the President and CEO, and the auditor attend the general meeting.
A person proposed for the rst time as member of the Board of Direc-
tors shall be present at the general meeting that decides on his or her
election unless there are well-founded reasons for absence.
The shareholders shall according to law and the articles of associa-
tion exercise their power of decision at the general meeting. The
Annual General Meeting is held by the end of May each year. The
duties of the Annual General Meeting include:
• adoption of the financial statements;
• use of the profit shown on the balance sheet;
• election of the members of the Board of Directors and the
decision on their fees;
• discharging from liability for the members of the Board of
Directors and the President and CEO;
• election of the auditor and the decision on compensation, and
• proposals made by the Board of Directors and shareholders to
the Annual General Meeting (e.g. amendments to the Articles
of Association, repurchase of the company’s own shares, share
issue, giving special authorisations).
Annual General Meeting 2022
The Annual General Meeting of Oriola, held on 15 March 2022,
adopted the nancial statements and discharged the members of
the Board of Directors and the President and CEO from liability for
the nancial year ending 31 December 2021. According to the de-
cision of the Annual General Meeting, a dividend of EUR 0.04 per
share was paid on the basis of the balance sheet adopted for the -
nancial year ending 31 December 2021.
Authorisations
The Annual General Meeting authorised the Board to decide on
a share issue against payment in one or more issues, including
the right to issue new shares or to assign treasury shares held by
the company. The authorisation covers a combined maximum of
5,500,000 class A shares and 12,500,000 class B shares of the com-
pany and includes the right to derogate from the shareholders' pre-
emptive subscription right. The authorisation is in force for eighteen
(18) months following the decision of the Annual General Meeting.
The Board was also authorised to decide on a share issue against
payment of class B shares in one or more issues including the
Report of the Board of Directors
Oriola Financial review 2022
99
The term of oce of the members of the Shareholders’ Nomina-
tion Board expires the year following the appointment upon the
appointment of the new members of the Shareholders’ Nomina-
tion Board pursuant to the rules of procedure of the Shareholders’
Nomination Board.
The Shareholders’ Nomination Board is established to exist and
serve until the Annual General Meeting decides otherwise.
The Nomination Board shall prepare a proposal concerning the com-
position of the Board of Directors for the company’s Annual General
Meeting. The Nomination Board must submit its proposals to the
Board of Directors no later than on the rst day of February preced-
ing the Annual General Meeting. The proposals are published as a
stock exchange release and included in the invitation to the Annual
General Meeting. The Nomination Board shall also present and pro-
vide grounds for its proposals to the Annual General Meeting.
The rules of procedure of the Shareholders’ Nomination Board are
available on the Company’s website www.oriola.com.
The largest shareholders of Oriola Corporation elected on 22 Sep-
tember 2022 the following persons as members of the Nomination
Board:
Annika Ekman
Peter Immonen
Timo Maasilta
Pekka Pajamo
Into Ylppö
Pekka Pajamo was elected Chairman of the Nomination Board.
Panu Routila, Chairman of the Board of Directors of Oriola, serves as
an expert member of the Nomination Board.
On 12 January 2023, the Shareholders’ Nomination Board submit-
ted its proposal to the 2023 Annual General Meeting concerning
the composition of the Board of Directors as follows: The number of
members of the Board of Directors would be six. The present mem-
bers of the Board of Directors Eva Nilsson Bågenholm, Nina Mähönen
and Harri Pärssinen would be re-elected. Ellinor Persdotter Nilsson,
Yrjö Närhinen and Heikki Westerlund would be elected new mem-
bers of the Board of Directors. Heikki Westerlund would be elected as
Chairman of the Board of Directors. Juko-Juho Hakala, Lena Ridström
and Panu Routila, have informed the Nomination Board that they are
not available for re-election to the Board of Directors.
The biographical details of the proposed Board members are pre-
sented on the company’s website.
Board of Directors
The Board of Directors is responsible for the administration of the
company and the appropriate organisation of its operations.
The Board of Directors is responsible for managing and supervising
the company’s operations in accordance with the law, governmen-
tal regulations and the articles of association. The Board also en-
sures that good corporate governance is complied with throughout
the Oriola Group.
The members of the Board of Directors are elected by the general
meeting of shareholders. The Board of Directors uses the highest
decision-making power in the Oriola Group between the general
meetings of Shareholders. Pursuant to the articles of association,
the Board of Directors consists of no fewer than ve and no more
than eight members. The term of the members of the Board of
Directors expires at the end of the next Annual General Meeting
following their election. The chairman of the Board of Directors
is elected by the general meeting of shareholders. The vice chair-
man of the Board is elected by the Board of Directors from among
its members.
The Board of Directors convenes in accordance with a timetable
agreed in advance and also convenes as required. In addition to
making decisions, the Board of Directors also receives during its
meetings current information about the operations, nances and
risks of the Group. Board meetings are also attended by the Presi-
dent and CEO, the CFO and the General Counsel (who acts as sec-
retary to the Board). Members of the Oriola Management Team
attend Board meetings at the invitation of the Board. Minutes are
kept of all meetings.
Main tasks of the Board of Directors
The main tasks to be dealt with by the Board of Directors are listed in
the Board’s rules of procedure. Accordingly, these are among others:
• approving the company’s strategy;
• approving nancial targets, budgets, major investments and risk
management principles;
• appointment and dismissal of the company’s President and CEO;
• consideration and decision of all signicant matters concerning
the operations of the Group and the business segments; and
• approving the charters of the Audit Committee and the
Compensation and Human Resources Committee.
Diversity on the Board
The ultimate goal in electing members to the Board of Direc-
tors is to ensure that the Board of Directors as a collegium has
a competence profile which supports Oriola’s existing and fu-
ture business. Diversity supports the overall goal that the Board
of Directors has an optimal competence profile to support the
company’s business and is viewed as an integral part and a suc-
cess factor enabling the achievement of Oriola’s strategic goals.
Important factors for the diversity of Oriola’s Board of Directors
are the mutually complementary expertise of the members, their
education and experience in different professional areas and in-
dustrial sectors, businesses in various stages of development,
leadership experience, as well as their personal capacities. The
diversity of the Board of Directors is supported by experience in
operating environments and industries relevant to the company
as well as different cultures and by consideration of the age and
gender breakdown of the members.
Oriola’s Board of Directors has approved the diversity policy of the
Board of Directors in December 2016. According to the diversi-
ty policy of the Board of Directors Oriola’s objective is to maintain
an appropriate balance of representation of both genders on the
Board of Directors.
The company has upheld the requirements set for diversity in the
composition of the Board of Directors. Oriola’s Board of Directors
2022 represents diversity related of nationalities, professional com-
petencies and genders.
Report of the Board of Directors
Oriola Financial review 2022
1010
Board of Directors 2022–2023
The Annual General Meeting of Oriola held on 15 March 2022 con-
rmed that the Board of Directors of Oriola shall have six members
and elected the following persons as chairman and members of the
Board of Directors:
Name
Year of
birth
Education and
independence
Attendance
at Board
Meetings
Attendance
at Committee
Meetings
Panu Routila
(Chairman) 1964
M.Sc. (Economics),
independent
member of the
Board 26/26
Compensation
and HR Com-
mittee
13/13 and Audit
Committee
7/7
Juko-Juho
Hakala 1970
M.Sc. (Economics),
independent
member of the
Board 26/26
Compensation
and HR Com-
mittee
11/13
Nina Mähönen 1975
M.Sc. (Technol-
ogy),
independent
member of the
Board 15/16
Audit Com-
mittee
4/5
Eva Nilsson
Bågenholm
(Vice Chairman) 1960
Physician,
independent
member of the
Board 26/26
Compensation
and HR Com-
mittee
13/13
Lena Ridström 1965
M.Sc. (Econom-
ics), independent
member of the
Board 26/26
Audit Com-
mittee
7/7
Harri Pärssinen 1963
M.Sc. (Economics),
independent
member of the
Board 26/26
Audit Com-
mittee
7/7
In its constitutive meeting held later the same day, the Board of
Directors elected Eva Nilsson Bågenholm as its Vice Chairman.
Members of Oriola’s Board of Directors 1 January–15 March 2022:
Name
Year of
birth
Education and
independence
Attendance
at Board
Meetings
Attendance
at Committee
Meetings
Anja Korhonen 1953
M.Sc. (Economics),
independent
member of the
Board 10/10
Audit Commit-
tee 2/2
The Board of Directors has evaluated the independence of its
members and determined that all members are independent of the
company and its major shareholders. The Board has also conducted
an assessment of its activities and working practices.
In 2022, the Board of Directors of Oriola convened 26 times, of
which three were per capsulam meetings.
Board committees
The Board of Directors has an Audit Committee and a Compen-
sation and Human Resources Committee. The committees’ char-
ters are confirmed by the Board. The committees are preparato-
ry bodies that submit proposals to the Board on matters within
their purview. Minutes are kept of the committees’ meetings.
The committees report to the Board at regular intervals. The
committees do not have independent decision-making powers.
Their task is to submit recommendations to the Board on mat-
ters under consideration.
In its constitutive meeting, held after the Annual General Meet-
ing, the Board of Directors appoints, from among its members,
the members and chairman of the Audit Committee and the
Compensation and Human Resources Committee.
In addition to the Audit Committee and Compensation and Hu-
man Resources Committee, the Board of Directors may appoint
ad hoc committees for preparing specific matters. Such commit-
tees do not have Board-approved charters and the Board does
not release information on their term, composition, the number
of meetings or the members’ attendance rates.
Audit Committee
The task of the Audit Committee is to enhance the control of the
company’s operations and nancial reporting. According to the
charter, the following in particular shall be addressed and pre-
pared by the Audit Committee:
• reviewing the consolidated nancial statements and interim
reports, together with the auditor;
• reviewing together with the auditor any deciencies in the
supervision systems observed in control inspections and any
other deciencies reported by auditors;
• reviewing any deciencies in the control system observed in
internal audit and other observations and recommendations
made;
• reviewing the plans of action for the control inspection and
internal audit and giving recommendations to company
management on focus areas for internal audits; and
• evaluating the appropriateness of the supervision of company
administration and risk management and reviewing changes in
the principles of company accounting and external reporting
prior to their introduction.
In addition, the Audit Committee’s duties include preparatory
work on the decision of electing the auditor, evaluation of the in-
dependence of the auditor, taking into account particularly the ef-
fect of the provision of related services on the independence, and
carrying out any other tasks assigned to it by the Board. The Audit
Committee has at least three members.
As of 15 March 2022, the Chairman of the Audit Committee is Har-
ri Pärssinen and the other members are Nina Mähönen, Lena Rid-
ström and Panu Routila. The members of the Audit Committee are
independent of the company and its major shareholders.
Compensation and Human Resources Committee
According to the charter, the Compensation and Human Resourc-
es Committee reviews management and personnel remuneration
policies and issues related to management appointments and
makes proposals on such matters to the Board of Directors. The
Committee’s responsibilities include:
Report of the Board of Directors
Oriola Financial review 2022
1111
• Developing and monitoring effective compensation principles
that promote achievement of the goals of the company
• Making proposals to the Board on compensation and incentive
schemes for management and other key personnel
• Evaluating performance management, succession planning and
talent development processes and programmes
• Considering and preparing appointments of top management to
be decided by the Board. Supporting and advising the President
and CEO in the appointments of the Oriola Management Team
• Monitoring and evaluating the performance of the President
and CEO
• Monitoring and evaluating the performance of the members of
the Oriola Management Team based on the CEO´s proposal.
The Compensation and Human Resources Committee has three
members. In its constitutive meeting on 15 March the Board ap-
pointed from among its members the following members to the
Compensation and Human Resources Committee: Eva Nilsson Bå-
genholm (Chairman), Juko Hakala and Panu Routila. The members
of the Compensation and Human Resources Committee are inde-
pendent of the company and its major shareholders.
President and CEO and deputy to CEO
The Board of Directors appoints and dismisses the President and
CEO of Oriola and decides on the terms of his/her employment. At
the end of 2022 the President and CEO of the company is Katarina
Gabrielson, M.Sc., born in 1969.
Elisa Markula, M.Sc, born in 1966 left her position as the Presi-
dent and CEO on 15 March 2022 at which time Katarina Gabriel-
son was appointed interim President & CEO. Katarina Gabrielson
was appointed new permanent President and CEO of Oriola on
9 May 2022.
In accordance with the Companies Act, the President and CEO is
responsible for the day-to-day executive management of the com-
pany in accordance with the instructions and orders given by the
Board of Directors. In addition, the President and CEO also ensures
that accounts of the company comply with Finnish law and that its
nancial aairs have been arranged in a reliable manner. The terms
and conditions of the President and CEO’s employment are speci-
ed in a written service contract approved by the Board.
The Board of Directors also appoints, as necessary, a deputy to the
President and CEO. At the end of the year 2022 the Company does
not have an appointed deputy to the President and CEO.
Oriola Management Team
At the end of the year 2022, the Oriola Management Team consisted
of six members, including the President and CEO, to whom the other
Oriola Management Team members report. The Oriola Management
Team is responsible for the operative management and development
of Oriola. It meets regularly and assists CEO for preparing Oriola’s
strategy, annual planning, monitoring the performance against set
targets, nancial reporting, risk management and preparing invest-
ments and other decisions. Key duties are also developing a strong
culture and aligned internal ways of working in Oriola.
The following persons were members of Oriola Management Team
on 31 December 2022:
• Katarina Gabrielson, President and CEO
• Petri Boman, Chief Supply Chain Officer
• Hannes Hasselrot, Chief Commercial Officer
• Timo Leinonen, Chief Financial Officer
• Elina Niemelä, Chief People Officer
• Petter Sandström, General Counsel
Descriptions of internal control procedures and the
main features of risk management systems
The risk management systems and internal control procedures re-
lated to Oriola’s nancial reporting aim to ensure a reasonable cer-
tainty of the reliability of the company's nancial statements and
nancial reporting, as well as the company's compliance to legisla-
tion and generally approved accounting principles.
Financial reporting
The Board of Directors and the President and CEO have the overall
responsibility for organising the internal control and risk manage-
ment systems pertaining to nancial reporting. The President and
CEO, the members of the Oriola Management Team and the heads
of the business units are responsible for the accounting and admin-
istration of the areas within their spheres of responsibility com-
plying with legislation, the Group's operating principles, and the
guidelines and instructions issued by Oriola's Board of Directors.
The organising and leading of the nancial reporting in the Group
has been centralised under the subordination of the CFO.
Oriola Group follows the International Financial Reporting Stand-
ards (IFRS) approved for application within the European Union. In-
structions and accountancy principles for nancial reporting are col-
lected in an accounting manual that is updated as soon as standards
change, as well as in the nancial department's instructions that are
followed in all Group companies. Group accounting is responsible for
following and keeping up to date with nancial statement standards,
upholding the principles concerning nancial reporting and distrib-
uting information about these to the business units.
Measurement and follow-up
The performance of the Group is monitored in the Oriola Manage-
ment Team with monthly reports as well as in the monthly opera-
tional reviews of the business segment. The nancial situation of
the Group is also monitored in the meetings of the Board of Direc-
tors. The Audit Committee and the Board of Directors examine the
interim reports and nancial statements before their publication.
Monitoring of the monthly reports also ensures the eectiveness of
internal supervision. Each business segment must ensure eective
supervision of its own operations as part of Group-level internal su-
pervision. The business segments and the Group Finance organi-
sation are responsible for the evaluation of the processes cover-
ing nancial reporting. The evaluations must contain balances and
analyses, which are compared with budgets, assessments and vari-
ous economic indicators.
Internal control
Internal control forms an essential part of the company's govern-
ance and management systems. It covers all of the Group's func-
tions and organisational levels. The purpose of internal control is
to ensure a sucient certainty that the company will be able to
carry out its strategy. Internal control is not a separate process but a
Report of the Board of Directors
Oriola Financial review 2022
1212
procedural measure covering all Group-wide operating principles,
guidelines and systems.
The purpose of Oriola’s internal supervision system is to support
the implementation of the Group strategy and to ensure that rules
and regulations are observed. The company’s internal supervision is
based on a Group structure, in which the Group’s operations are or-
ganised into Business Areas and Group functions. Group functions
issue Group-level guidelines laying down the operational frame-
work and the persons responsible for the process. The guidelines
cover such areas as accounting, reporting, nancing, investments
and business principles.
The guidelines aim to ensure that all risks connected to the achieve-
ment of the company’s objectives can be identied and managed.
The control measures cover all Group levels and functions. All new
instructions and guidelines are published on the company’s inter-
nal website and sta members can provide feedback to the man-
agement and anonymously report any questionable activities
through the company internet.
Risk management
The Board of Directors of Oriola approves the company’s risk man-
agement policy in which the risk management operating model,
principles, responsibilities and reporting are specied. The Board
assesses the Company’s long-term strategic risks and oversees the
eectiveness of the risk management. The Board-appointed Audit
Committee regularly reviews and monitors the implementation of
the risk management policy in the Group and the risk management
process.
Oriola has specied the company’s risk management model, princi-
ples, organisation and process in the Group Risk Management Policy.
The Group Risk Management Policy denes the enterprise risk man-
agement system, objectives, roles and responsibilities within Oriola in
order to identify and manage risks related to execution of the Com-
pany’s strategy and operations. The Group Risk Management Policy is
the main risk management document within Oriola and must be fol-
lowed by all Oriola business units, subsidiaries and entities. Addition-
ally, the Group has a Code of Conduct policy, a Treasury policy and an
Approval policy covering compliance and nancial risks. Oriola’s risks
are classied as strategic, operational, nancial and hazard risks. Risk
assessment and management are key elements in the strategic plan-
ning, operations and daily decision making in the company.
Risk management and the most signicant risks are described on the
company’s website at www.oriola.com.
Other information to be provided in the CG statement
Internal audit
Oriola uses an outsourced internal audit function for the purpose
of fullling its internal audit requirements. The outsourced internal
audit function is an independent and objective assurance activity
reporting directly to the Audit Committee of the Board of Directors.
The internal audit assignments are carried out on the basis of an In-
ternal Audit Charter approved by the Board of Directors as well as
an Internal Audit Plan annually reviewed and approved by the Au-
dit Committee.
Insider management
Oriola complies with the insider holding guidelines issued by Nas-
daq Helsinki Ltd (January 1, 2021) and the Market Abuse Regulation
(596/2014, “MAR”). Oriola has issued its insider guidelines (“Guide-
lines”) which are based on applicable EU and Finnish legislation (es-
pecially MAR and the Securities Markets Act 746/2012), the insider
guidelines of Nasdaq Helsinki Ltd, and the regulations and guide-
lines of the European Securities Markets Authority and the Finnish
Financial Supervisory Authority.
Members of the company’s Board of Directors, the President and
CEO, as well as the CFO, CCO, CSCO and CDO are considered the man-
agement of the company (“Management”). Management and their
related parties shall notify all transactions with the company’s securi-
ties or nancial instruments made on his or her own account to the
company and the Finnish Financial Supervisory Authority without
delay and three working days from the execution of the transaction
at the latest. The guidelines set trade restrictions prohibiting Man-
agement and the persons who participate in the preparation of in-
terim and annual nancial statements of Oriola from making transac-
tions with the company’s securities or nancial instruments related to
them during a closed period of no less than 30 days before a nancial
report of Oriola is made public (closed period).
Oriola is obliged to draw up the insider lists and keep them up to
date. For the time being, Oriola has determined not to include any
persons as permanent insiders. Consequently, all persons with in-
side information will be included in the event-based insider list for
relevant insider projects. Oriola instructs the persons entered in the
event-based insider list on their obligations and any possible con-
sequences. In addition, Oriola monitors and supervises the proper
management of insider issues.
Related party transactions
Oriola abides by applicable legislation concerning related party
transactions. Oriola’s related parties are the related parties of a list-
ed company in accordance with the Companies Act and IAS 24. The
related parties include Management, their close family members
as well as companies in which the individuals mentioned, alone or
jointly with others, exercise control. Oriola maintains a list of parties
that are related to the company.
Oriola assesses and monitors transactions to be made with related
parties to ensure compliance with applicable laws and regulations,
including the Corporate Governance Code, e.g. to safeguard that
potential conicts of interest are adequately taken into account in
the company’s decision making.
Management of the company has conrmed for 2022 that neither
they nor their related parties have engaged in business transactions
with Oriola during the year in question.
External audit
The company has one auditor, which must be a rm of authorised pub-
lic accountants. The auditor is elected annually by the Annual General
Meeting for a term that expires at the end of the next Annual General
Meeting following the election. The task of the auditor is to audit the
consolidated nancial statements, the nancial statements of the par-
ent company, the accounting of the Group and the parent company
and the administration of the parent company. The company’s auditor
Report of the Board of Directors
Oriola Financial review 2022
1313
submits the auditor’s report to the shareholders in connection with the
annual nancial statements, as required by law, and submits regular re-
ports on its observations to the Board’s Audit Committee.
The Board of Directors and the Audit Committee are responsible for
monitoring the independence of the auditor. For this reason, the com-
pany has implemented a policy covering the provision of non-audit
services by the elected auditors.
The Annual General Meeting of Oriola held on 15 March 2022 re-
elected KPMG Oy Ab, a rm of authorised public accountants, as the
company’s auditor, with Kirsi Jantunen, Authorised Public Accountant,
KHT, as the principal auditor. The fees for the statutory audit paid to the
member rms of KPMG network in 2022 totalled EUR 277 thousand.
In addition, EUR 28 thousand was paid for other audit related services
provided to Group companies.
4.Remuneration
Remuneration and other benets of the members of
the Board of Directors
The Annual General Meeting decides annually on the remuneration
payable to members of the Board of Directors for their term of of-
ce. The Shareholders’ Nomination Board prepares a proposal con-
cerning the composition of the Board of Directors for the compa-
ny’s Annual General Meeting.
On 15 March 2022, the Annual General Meeting conrmed that
the fee for the term of oce of the Chairman of the Board of Di-
rectors is EUR 60,000, the fee for the term of oce of the Vice
Chairman of the Board of Directors and for the Chairman of the
Board's Audit Committee is EUR 36,000 and the fee for the term of
oce of other members of the Board of Directors is EUR 30,000.
The Chairman of the Board of Directors receives an attendance
fee of EUR 1,000 per meeting and the other members EUR 500 per
meeting. Attendance fees are correspondingly also paid to the
chairpersons and members of Board and company committees.
Travel expenses are compensated in accordance with the travel
policy of the company.
In accordance with the decision of the Annual General Meet-
ing, 60% of the annual remuneration was paid in cash and 40% in
class B shares. Oriola Corporation class B shares were acquired on
the market for the Board members as follows: Panu Routila 11,665
shares, Nina Mähönen 5,832, shares, Juko-Juho Hakala 5,832 shares,
Eva Nilsson Bågenholm 6,999 shares, Lena Ridström 5,832 shares
and Harri Pärssinen 6,999 shares.
Restriction periods are not included in the remuneration paid in
Oriola Corporation class B shares. The members of the Board of Di-
rectors have not received any share-based rights as remuneration.
They are not included in the company’s share incentive scheme.
The company has not granted any loans to Board members nor giv-
en guarantees on their behalf.
The total fees and other benets of the Board members for 2022
and shareholdings in the company on 31 December 2022 are avail-
able in notes 4.4. and 8.4. to the Consolidated Financial Statements
and Remuneration report (http://www.oriola.com/investors/corpo-
rate-governance/remuneration-statement).
Main principles and decision-making process
on the remuneration of the President and CEO
and other executives
The salary of the President and CEO and other members of the
Oriola Management Team consists of a xed base salary, fringe
benets, a short-term performance bonus and a long-term share
incentive plan. The remuneration commits management to de-
velop the company and its nancial success in the long-term. The
development stage and strategy of the company are considered
when determining the principles for remuneration.
In accordance with its charter approved by the Board of Direc-
tors, the Compensation and Human Resources Committee moni-
tors the eectiveness of the incentive schemes to ensure that the
schemes promote the achievement of the company’s short-term
and long-term goals. According to the charter, the Compensation
and Human Resources Committee reviews management and per-
sonnel remuneration policies and issues related to management
appointments and makes proposals on such matters to the Board
of Directors. More information about the Compensation and Hu-
man Resources Committee can be found in the Corporate Govern-
ance statement.
The Board of Directors reviews and decides annually on the remu-
neration and benets of the President and CEO and other mem-
bers of the Oriola Management Team, and the underlying criteria
thereof.
The Board of Directors decides annually on the earnings criteria
and the determination of the performance bonuses based on the
proposal of the Compensation and Human Resources Committee.
The company has not granted any loans to the President and CEO
or to the members of the Oriola Management Team, nor given
guarantees on their behalf. The company has no share option
scheme in place. The President and CEO and Chief Commercial Of-
cer have a dened contribution pension benet typically applied
in Sweden.
Short-term performance bonuses
The performance bonus is based on the achievement of the com-
pany’s nancial targets and personal targets. The maximum perfor-
mance bonus in 2022 for the President and CEO and for the Oriola
Management Team was 60% of the annual salary. The Board of Di-
rectors decides annually on the earnings criteria and the determi-
nation of the performance bonuses based on the proposal of the
Compensation and Human Resources Committee.
Share-based incentive programmes
The members of Oriola’s Oriola Management Team are part of the
company’s long-term share incentive scheme. The scheme unites
the objectives of shareholders and key personnel to increase the
value of the company, commits the key personnel to the company,
and oers key personnel a competitive remuneration system based
on ownership of shares in the company.
The Board of Directors of Oriola Corporation decided on 2 June
2022 on the establishment of a new share-based long-term incen-
tive plan for the company’s key employees, including the CEO and
Report of the Board of Directors
Oriola Financial review 2022
1414
the Oriola Management Team. At the same time, the Board decided
to terminate the previous long-term incentive plan for the years
2019-2023.
The new incentive plan comprises a Performance Share Plan (also
“PSP”) and a share-based bridge plan to cover the transition phase
to the new LTI structure (the “Bridge Plan”). In addition, the long-
term incentive scheme comprises a Restricted Share Plan (also
“RSP”) as a complementary long-term share-based retention plan
for individually selected key employees in specic situations.
The Performance Share Plan
The Performance Share Plan for the years 2022-2025 consists of
annually commencing individual performance share plans, each
of which is subject to separate decision of the Board of Direc-
tors. Each plan comprises a performance period followed by the
payment of the potential share rewards in listed class B shares of
Oriola. The length of the performance period of the rst plan, PSP
2022, is four calendar years. The possible subsequent plans will
include a three-year performance period as separately decided
by the Board of Directors. Eligible for participation in the rst PSP
2022 are approximately 20 individuals, including the members of
the Oriola Management Team. The performance measures based
on which the potential share rewards under PSP 2022 will be paid
are earnings per share (EPS) and an environment-related target
(CO
2
). The rst plan, PSP 2022, commences eective as of the be-
ginning of 2022. It comprises a performance period covering the
calendar years 2022–2025, and the share rewards potentially pay-
able thereunder will be paid during the rst half of 2026. The pay-
ment of the rewards is conditional on the achievement of the
performance targets which the Board of Directors has set for the
plan and the individual participant’s continued employment or
service relationship with Oriola. If all the performance targets for
the PSP 2022 are fully achieved, the aggregate maximum number
of shares to be paid based on this plan is approximately 2,254,000
class B shares (referring to gross earning, from which the applica-
ble payroll tax is withheld).
The Bridge Plan
The Bridge Plan for the years 2022-2023 covers specic incentive
and retention needs during the transition phase to the new LTI
structure. Eligible for participation in the Bridge Plan are the same
individuals as for PSP 2022. The Bridge Plan is a one-o plan com-
mencing eective for the years 2022–2023. The potential share re-
wards payable based on the Bridge Plan will be paid in listed class
B shares during the rst half of 2024. The performance measures
based on which the potential share rewards under the Bridge Plan
will be paid are the development of share price of Oriola’s class B
share (excluding dividends and other distribution to sharehold-
ers), earnings per share (EPS) and an environment-related target
(CO
2
). If all the performance targets set for the Bridge Plan are
fully achieved, the aggregate maximum number of shares to be
paid based on this plan is approximately 1,127,000 class B shares
(referring to gross earning, from which the applicable payroll tax
is withheld).
The Restricted Share Plan
The Restricted Share Plan for the years 2022-2024 consists of annu-
ally commencing individual restricted share plans which are subject
to a separate decision of the Board of Directors. Each plan comprises
a restriction period with an overall length of three years, extending to
rst half of the fourth year of the individual plan. During the plan pe-
riod, the company may grant xed share rewards to individually se-
lected key employees. The granted share rewards are paid to the se-
lected participants in one or several tranches latest by the end of the
restriction period. The share rewards are paid in listed class B shares.
The rst plan, RSP 2022, commences eective as of the beginning
of 2022. The aggregate maximum number of shares payable as a re-
ward is approximately 225,400 class B shares (referring to gross earn-
ing, from which the applicable payroll tax is withheld).
For all three programs, if the individual’s employment with Oriola
Corporation terminates before the payment of the reward, the indi-
vidual is, as a main rule, not entitled to any reward. The value of the
reward payable to each individual participant based on the plans
is limited by a maximum cap linked to a multiplier of the individu-
al’s annual salary. Oriola applies a share ownership requirement to
the CEO and the members of Oriola Management Team. They are
expected to retain ownership at least half of the shares received un-
der the incentive plans until the value of his/her ownership in the
company, in the case of the CEO, corresponds to at least his/her an-
nual gross base salary, and in the case of the other the members
of the Oriola Management Team, to at least half of his/her annual
gross base salary.
Share savings plan
Oriola Corporation has had since 2013 a key personnel share savings
plan which has been terminated in 2022 and no new savings have
been made to the program in 2022. Approximately 60 key employees
participated in the share savings plan for the savings period 1 Janu-
ary – 31 December 2021. The holding period will end on the publica-
tion date of the Oriola’s Financial Statements Release 1 January – 31
December 2022. A total of 50,425 matching shares will be transferred
to eligible participants in 2023. The matching shares are paid partly
in Oriola’s class B shares and partly in cash. The cash proportion is in-
tended to cover taxes and tax-related costs arising from the reward
to a key person.
Financial benets of the President and CEO in 2022
The salary and other remuneration, including fringe benets, paid
to the President and CEO Katarina Gabrielson as of 15 March until
31 December 2022, amounted to a total of EUR 471,208 as follows:
Fixed base salary of EUR 444,586;
Fringe benets of EUR 3,760; and
Share-based payments of EUR 22,862
The salary and other remuneration, including fringe benets, paid
to Elisa Markula as of 1 January until 15 March 2022 amounted to a
total of EUR 103,545 as follows:
Fixed base salary of EUR 100,885; and
Fringe benets of EUR 2,660.
Financial benets of other Oriola Management
Team members 2022
The salaries and other remuneration, including fringe benets, paid
in 2022 to the members of the Oriola Management Team totalled
EUR 1,236,280 as follows:
Fixed base salaries totalling EUR 1,069,536;
Fringe benets totalling EUR 71,971;
Performance bonuses totalling EUR 39,512; and
Share-based payments totalling EUR 55,261.
Report of the Board of Directors
Oriola Financial review 2022
1515
The members of the Oriola Management Team are included in the
company’s share-based incentive scheme. Shareholdings of the
members of the Oriola Management Team in the company are
available in note 8.4. to the Consolidated Financial Statements and
in the Remuneration report on the company web site.
5. Non-nancial information
Oriola regularly discloses its short and long-term objectives on a
periodical basis. The scope of the reporting concentrates on the
areas in which Oriola has the biggest impact and opportunities
and which are dened material for the company through materi-
ality assessment. The assessment of the economic, social and en-
vironmental impacts of Oriola’s operations, as well as the impacts
on stakeholders’ decision-making, takes into account the strong
connection between sustainability, strategy and business and its
impact on Oriola’s ability to create value for its value chain. The
topics most material for Oriola are responsible business conduct,
safe and secure delivery of medicines, personnel responsibil-
ity, decarbonisation of own operations and value chain, minimis-
ing waste and increasing recycling, and sustainable supply chain
management.
The sustainability information for 2022 is reported in two parts. Orio-
la reports the disclosed information in accordance with the Account-
ing Act amendment 1376/2016, which is based on the EU Directive
2014/95/EU on the disclosure of non-nancial and diversity informa-
tion. More information about the key sustainability topics, data and
time series is reported in reference to the GRI (Global Reporting Initia-
tive) in the Annual Review 2022. The environmental data published in
this statement of non-nancial information and in the Annual Review
has been assured by a third party (limited assurance).
Oriola is committed to UN’s Sustainable Development Goals as well
as Global Compact’s principles for responsible business. Oriola re-
ports on risk management and management practices related to
climate change in CDP’s climate change programme. In 2022, Oriola
received recognition for its environmental work by achieving CDP’s
second highest score A-.
Business model and value creation
Oriola operates in the health and wellbeing market in Finland and
Sweden. Oriola’s Kronans Apotek pharmacy operations in Sweden
were combined with Apoteksgruppen into a new jointly owned
company as of 3 October 2022. Oriola announced in September
that it was renewing its operating model to seek synergies and to
ensure seamless work across markets by establishing cross-mar-
ket responsibilities for the members of the management team. The
company employed approximately 930 people in Finland and Swe-
den at the end of 2022.
Oriola serves the health and wellbeing market with a modern and
customer-focused assortment and services, and connects all ac-
tors within the eld, from pharmaceutical companies to pharma-
cies. Oriola promotes wellbeing by ensuring that pharmaceuticals
as well as health and wellbeing products are delivered in a safe
and customer-friendly manner. Oriola’s wide range of services help
pharmaceutical companies and other operators in the healthcare
sector to succeed and promote a healthier life for people. Oriola
does not have product manufacturing of its own.
Oriola creates value for dierent stakeholders, from societal op-
erators to patients, suppliers, consumers and its shareholders. As
Oriola provides logistics services to the pharmaceutical compa-
nies and pharmacies, dose-dispensing services as well as expert
services for pharmaceutical companies and pharmacies, the com-
pany’s supply network consists of pharmaceutical suppliers and
retail suppliers and covers both Finland and Sweden. More de-
tailed value creation framework with inputs, outputs and impacts
is described in Oriola’s value creation model available on the com-
pany’s website. Being a preferred partner and building the supply
and partner network on trust and accountability is a prerequisite
for Oriola’s whole value chain. Sustainable business practices and
systematic risk management are essentials for creating longer-
term shareholder value and nancial stability. Quality manage-
ment and compliance with national and international pharma-
ceutical sector laws and regulations are the foundation for the
company’s operations.
In 2022, health and wellbeing continued as a global topic. Oriola’s key
task is to secure pharmaceutical warehousing and distribution in the
company’s operating countries. During the COVID-19 pandemic, Oriola
responded to changing needs of societies and healthcare by introduc-
ing new services or adapting to new demand, for example distributed
the COVID-19 vaccines in Finland. In general, the vaccine distribution
requires high-quality cold chain expertise. Oriola has invested in cold
chain development during the recent years in both its operating mar-
kets and increased its freezer capacity.
ESG risk management
Oriola assesses ESG risks (environment, social and governance) as
part of the group risk management process. The most signicant sus-
tainability risks are identied and assessed as a part of the annual risk
management process facilitated by Oriola’s risk management team.
The risk management team monitors the level of risks and ensures
that the risks are mitigated appropriately by Oriola’s businesses and
shared functions.
Transition risks related to climate change, such as changes in fossil
fuel pricing or stricter environmental regulation causing increased
operational expenses, are identied in the process. Risks are closely
monitored and mitigated by open discussion with customers and
partners as well as with decision makers. Risks related to anti-brib-
ery and corruption as well as information security are recognised
in the process. People related risks such as human rights violations
in own operations and/or supply chain as well as health and safety
risks are highlighted, and mitigation activities assessed along with
the Code of Conduct process. Other sustainability risks include in-
formation security risks related to cyber-attack, which Oriola miti-
gates through security trainings and implementation of data pro-
tection tools.
Oriola responds to these challenges and sees business opportunities in
systematic development of environmental work in collaboration with
customers, partners and decision makers. Oriola follows the develop-
ment of environmental legislation. Commitment to reduce CO
2
emis-
sions is one of the selection criteria for Oriola’s transport partners. Orio-
la evaluates product sustainability in its assortment decisions to meet
the increasing demands of consumers.
Report of the Board of Directors
Oriola Financial review 2022
1616
Environmental matters
Oriola’s environmental work is based on the ISO 14 001 framework for
environmental management, which, as part of Oriola’s common man-
agement system, creates consistent way of working for the entire com-
pany. In 2022, all major units of Oriola had the ISO 14 001 certication.
Environmental management based on the standard aims at continual
improvement of company’s environmental performance and enhances
sustainable growth. Local environmental risks, such as environmen-
tal incidents and climate-related risks are assessed according to the
requirements of the ISO 14001 environmental management system.
Through systematic environmental management, Oriola assesses the
environmental impacts of the business, addresses the relevant envi-
ronmental risks, sets ambitious environmental targets, and plans and
carries out actions, monitors the performance and seeks improvement
opportunities. Oriola’s Environmental Policy outlines the commitment
to reduce the environmental impacts of the company’s operations and
steers decision-making.
Climate change is the single biggest health threat facing humanity, im-
pacting both health and healthcare systems. As a health and wellbeing
company, Oriola has a unique responsibility to take action, in accord-
ance with its vision, for a healthier tomorrow. Reducing environmental
impacts – using resources more eciently and minimising emissions
and waste – is a high priority for Oriola.
Oriola has worked for years to reduce its carbon footprint with sys-
tematic targets and plans. Compared to the company’s base year
2019 level, the initiatives have reduced Oriola’s carbon footprint. In
2022, Oriola’s CO
2
emissions from the own operations (Scope 1 & 2)
decreased by 70% compared to the 2019 level. This has been driven
by increasing the share of renewable electricity and switching to
renewable district heating at our distribution centre in Finland. As
much as 91% of Oriola’s total energy consumption now comes from
renewable or carbon-neutral sources.
Climate change
Oriola is committed to achieving carbon-neutrality in own operations
by 2025. The target means reducing to zero carbon emissions from
sources owned by the company and purchased energy. To reach the
target Oriola continues its consistent work to change to renewable
and carbon neutral energy sources and to nd low-emissions op-
tions for refrigerants used in the cold storage. The target is part of
the Oriola’s long-term sustainability goal to become a carbon-neutral
company by 2030. Oriola’s carbon footprint has been calculated in
accordance with the Greenhouse Gas Protocol accounting principles
and covers the entire company.
Transport is Oriola’s largest source of indirect emissions, as suppliers are
responsible for the entire transport network. Close cooperation with
transport partners makes it possible to reduce emissions by optimising
routes, using capacity eciently and expanding the use of alternative
fuels, among other things. The emissions can also be impacted at dis-
tribution centres, for example, by improving the lling rate of transport
boxes, which reduces the number of boxes delivered to customers. The
company monitors transport emissions by requiring transport partners
to report the emissions on regular basis.
Managing climate change risk
Environmental risks to Oriola’s business, value chain, communities
and the planet include transition risks related to climate change,
such as changes in fossil fuel pricing or stricter environmental regu-
lation causing increased operational expenses and changing con-
sumer behaviour.
Oriola manages climate risks by focusing most relevant low carbon
technologies when acquiring new or modernising existing equipment
as well as managing physical climate risks by adopting clear risk man-
agement practices.
ESG risks, including climate-related risks, are assessed as part of the
regular risk management process. The risk management team moni-
tors the level of risks and ensures that the risks are mitigated appropri-
ately by Oriola’s businesses and shared functions. Monitoring and miti-
gating risks through open discussion with customers and partners as
well as with decision-makers is an important part of the process. Since
2019, Oriola has used the Task Force on Climate-related Financial Dis-
closures (TCFD) guidance to analyse and understand its key climate-
related risks and opportunities, by reviewing both aspects of climate
change as guided by TCFD – how does climate change aect Oriola
and how does Oriola contribute to climate change.
With growing customer interest and gradually changing behaviour,
the company sees increasing opportunities in pharmaceutical com-
panies’ search for sustainable service providers. Oriola can respond
to this by setting high requirements for its own climate work. Sec-
ondly, with systematic management of climate-related matters Ori-
ola can respond to its customers' increasing expectations regarding
ambitious sustainability work.
Managing energy supply risk
In addition to societally responsible actions, Russia’s invasion of Ukraine
increases the need for energy transition. Increasing energy self-su-
ciency in Europe and using fossil-free energy requires new thinking in
terms of energy production, and especially energy consumption. En-
ergy transition requires users to actively choose fossil-free energy and
makes Oriola’s carbon neutrality target even more important.
During the winter season of 2022-23, situations may arise where the
production and import of electricity are not enough to cover the de-
mand and electricity consumption may have to be restricted. Manag-
ing energy supply risk is crucial for Oriola because it could impact on
Oriola’s ability to ensure that pharmaceuticals, essential for the health
and wellbeing, have the right conditions during storage and transport.
Oriola’s general business continuity plan covers the preparedness for
potential power outages in daily operating environment. The continu-
ity plan includes and denes the critical functions to be maintained or
run down in a controlled manner during a possible power outage.
Recycling and waste prevention and management
In addition to cutting CO
2
emissions, one of Oriola’s main environmen-
tal goals is to decrease waste, use materials eectively and increase
recycling. Oriola delivers products from its distribution centres to recip-
ients mainly in reusable transport boxes. This way, the company con-
tributes to minimising the amount of packaging waste in the logistics
chain of the products it distributes.
Most of the waste generated in Oriola’s operations comes from the
packaging materials of the goods arriving at its warehouses and distri-
bution centres. Oriola’s capability to sort waste has been systematically
increased in recent years, and currently there are over 10 dierent sort-
ing categories available in the company's biggest warehouses in Fin-
land and Sweden, with cardboard, plastic and waste to energy being
Report of the Board of Directors
Oriola Financial review 2022
1717
the largest categories. During 2022, Oriola introduced two new sorting
categories at its Swedish distribution centre. In addition, new waste
compactors to mitigate waste management were introduced.
As a result of ecient work, Oriola’s Group level recycling rate in-
creased to 83% (79) in 2022. Moreover, the company achieved the
annual recycling target set for the distribution centre in Espoo (recy-
cling rate 85%). Oriola’s goal is to expand the recycling of non-phar-
maceutical waste to 87% at Group level by 2023.
Social and human resources related matters
Oriola employs professionals in numerous positions in distribution
and warehouse centres, dose units and various expert roles. Em-
ployees are the company’s most important asset: their expertise and
know-how are a prerequisite for an excellent customer experience,
responsible business and for meeting the strict quality requirements
of the pharmaceutical industry. Investing in personnel development
and wellbeing also builds Oriola’s competitiveness in a rapidly chang-
ing market. Oriola wants to oer its employees diverse career paths
and an equal and fair workplace.
In 2022, the COVID-19 pandemic continued to aect Oriola's per-
sonnel in many ways during the rst half of the year. Oce person-
nel have largely been working remotely, while the production sta
has continued their work protected by comprehensive health and
safety guidelines, to meet customer needs. Depending on the pan-
demic situation, Oriola has introduced protective equipment as
well as practices that minimise sta encounters. Oriola’s precaution-
ary measures and work have always been guided by the company’s
objective to ensure patient safety without compromising the health
and safety of its personnel.
Oriola’s long-term sustainability goal is a sustainable people jour-
ney. The company has set a target for employee Net Promoter Score
(eNPS) improvement of at least 21%-points in 2023. The eNPS was
-22 in 2022. The eNPS replaced the employee engagement index to
measure employee engagement. The main risk related to low em-
ployee engagement is the loss of talent and competencies. At Orio-
la this risk is mitigated through fair and competitive compensation,
culture and leadership development programs, talent manage-
ment, various programs to support professional growth and wellbe-
ing as well as diversity and inclusion.
Leading change is one of the key areas for leadership develop-
ment, as Oriola’s business environment, company structure, cul-
ture and ways of working are undergoing a transformation. Lead-
ership was a focus area in organisational development during
2022 and new appointments were made to key management po-
sitions.
To ensure continuous development, Oriola annually measures the
quality of leadership. In 2022, leadership index improved slightly to
78 from 77 (2021).
All Oriola’s employees are subject to annual performance and de-
velopment discussions, which set personal goals to guide the work
and on the other hand, map out each person’s own development
goals and measures.
Diversity and inclusion
As an employer, promoting equality is a priority for Oriola. Oriola
provides a fair and equal workplace that supports diversity and in-
clusion. For example, the recruitment of new employees is based
on their expertise and skills, regardless of cultural background,
age, gender or religion. The company’s Code of Conduct outlines
the principles with which all employees and businesses are ex-
pected to comply with. During 2022, the company conducted an
annual salary review to ensure that there are no unexplained pay
gaps.
The current gender balance for all Oriola employees is 57 percent
female and 43 percent male. At the end of 2022, 33 percent of the
members of the Oriola Management Team were women (70 per-
cent in 2021).
Oriola does not approve discrimination in any form and has an anon-
ymous reporting channel for reporting misconduct or conduct that
does not accord with company values. In 2022, the channel received
8 reports related to, among other things, HR matters. All reports were
investigated, and necessary actions were taken accordingly.
Respect for human rights
Respect for human rights and compliance with relevant laws are fun-
damental principles for Oriola. Being committed to the Ten Principles
of the UN Global Compact related to the fundamental responsibilities
in human rights, labour, environment, and anti-corruption guides the
approach on human rights.
Oriola supports and respect the protection of internationally pro-
claimed human rights and ensures that the company is not complicit
in human rights abuse, considering the due diligence obligation in its
activities. The company’s human rights focus is on the due diligence
eorts on which its operations can have the most severe impact. To-
gether with its suppliers and other stakeholders, Oriola is working to
identify both realised and potential harms to the environment and
people throughout the value chain, including human rights. As part of
the company’s management and operations, Oriola prevents and miti-
gates harm, monitoring the eectiveness of due diligence activities.
Oriola also has an anonymous reporting channel for reporting miscon-
duct or conduct that does not accord with company values.
Additionally, human rights are addressed in the company’s People
policy. To ensure that human rights are also respected in Oriola’s sup-
ply chain, business partners are expected to commit to the same prin-
ciples as specied in the company’s Business Partner Code of Conduct.
The company regularly conducts scheduled risk-based re-evaluations
to ensure continued compliance of direct non-pharmaceutical sup-
pliers and promotes close cooperation with the transport partners to
strengthen their commitment to responsible business conduct.
Oriola regularly reviews its approach to human rights and is commit-
ted to develop the approach with respect to internationally recognized
human rights as dened in the United Nation’s Universal Declaration of
Human Rights, the International Bill of Human Rights and outlined in
the core conventions of the International Labour Organization.
Society related matters
Ensuring pharmaceutical safety and the delivery of pharmaceuticals
is the highest priority in Oriola’s operations and the most signicant
task societally for Oriola. Pharmaceuticals must be delivered safely
and on-time irrespective of external conditions. Oriola’s operations
Report of the Board of Directors
Oriola Financial review 2022
1818
are designed to ensure that pharmaceuticals with marketing authori-
sation are handled in a manner compliant with the pharmaceutical
sector’s regulatory requirements.
Oriola’s long-term sustainability goal is to improve people’s health. To
achieve this goal, the company has set the intermediate targets of en-
suring high-quality pharmaceutical deliveries in its operating countries
and promoting of the safe and correct usage of medicines.
The seamless availability of pharmaceuticals and their high-quality
transport is a central matter to the society. Oriola delivers pharma-
ceuticals within 24 hours of ordering to all pharmacies and hospital
pharmacies, as well as other healthcare units in Sweden and Fin-
land. The COVID-19 pandemic did not aect pharmaceutical deliv-
eries. Oriola has developed an indicator to follow pharmaceutical
delivery quality and accuracy measuring the ability to deliver or-
dered pharmaceuticals to pharmacies, hospitals and veterinarians.
In 2022, the indicator, which only includes operations in Finland,
was 99.6% (99.8).
Quality management
Oriola operates on a regulated market. The company’s quality man-
agement is based on laws and regulatory requirements applicable
in the pharmaceutical sector, as well as Oriola’s common manage-
ment system, which provides a framework for common operating
and governance practices. Pharmaceutical distribution and whole-
sale are regulated by Good Distribution Practice (GDP) of the Euro-
pean Medicines Agency (EMA). In Finland, compliance with the GDP
is monitored by the Finnish Medicines Agency FIMEA and in Swe-
den by the Medical Product Agency (MPA). GDP denes the com-
mon rules for handling pharmaceuticals. Where applicable, Oriola’s
operations are also guided by Good Manufacturing Practices (GMP)
and other regulation concerning products that come under regula-
tory control, such as food and cosmetics regulation.
Tax footprint
Oriola supports a transparent company culture and publishes its tax
footprint, which consists of income taxes and other taxes, as well as
corresponding charges related to business operations. Oriola pays
taxes to Finland and to Sweden in accordance with local legislation.
Oriola does not have subsidiaries in countries seen as tax havens.
Oriola’s tax footprint is described on the company’s website www.
oriola.com.
Supply chain management
The company’s procurement policy denes responsible procure-
ment principles, that are ethical, meet quality criteria and respect
supplier cooperation. Procurement principles, as well as suppli-
er selection and approval processes are important to Oriola, and
they assess the business partners’ way of operating to meet the
requirements set by Oriola, in particular to ensure patient safety.
Oriola evaluates suppliers’ sustainability performance in environ-
mental and social issues as part of company’s regular supplier as-
sessment process.
Supplier climate strategy is an integral part of the supplier selection
process and Oriola requires transport companies to disclose their
CO
2
strategy with targets for the short- (1-3 years) and long-term (5+
years) period. Along with that, the requirement for emissions report-
ing is added to the transport agreements and as part of the supplier
selection. In 2022, Oriola renewed the supplier evaluation process
with a signicant focus on risk assessment, e.g. reducing environ-
mental impacts and production in risk countries of the Amfori classi-
cation. In addition, the evaluation criteria have been changed based
on risk. The frequency of re-evaluation is determined by e.g. based
on the supplier's product category and previous evaluation result.
To help mitigate risks and drive ethical practices in supply chains, Orio-
la promotes adherence with ethical principles among its business part-
ners and suppliers by requiring suppliers and other business partners
to commit to Oriola Business Partner Code of Conduct. The code covers
principles related to anti-bribery, anti-corruption and discrimination,
respecting labour and human rights, and promotion of occupational
safety and health.
In 2022, Oriola continued implementing its improved sustainable pro-
curement process and developing the risk-based approach for manag-
ing the supply network. To increase the focus on sustainability topics
within our supplier network, Oriola is currently building a new base to
further improve our supply chain.
The main part of Oriola’s direct non-pharmaceutical product purchas-
es come from Europe. In Sweden, 101 supplier evaluations were per-
formed in 2022 and 7 of them were new suppliers. In Finland, re-eval-
uations were postponed until 2023 as the criteria for was changed
during 2022.
Responsible business conduct
Oriola’s purpose “Health for life” steers the company’s activities and pro-
vides it with a meaning. According to its vision, Oriola promotes the
healthier tomorrow. Oriola’s values – “we are open”, “we take responsi-
bility”, “we work together” and “we take initiative” – guide the compa-
ny’s way of operating.
Oriola is committed to promoting ethical and sustainable business
practices. Oriola’s Code of Conduct guides management and per-
sonnel and presents Oriola’s way of working, which is based on law
and good corporate governance, openness, fairness and condenti-
ality. The code contains the company’s commitment to anti-bribery
and anti-corruption, compliance with all competition laws, and en-
gagement in collaboration and dialogue with stakeholders. Oriola
promotes equality. For example, the recruitment of new employees
is based on their expertise and skills, regardless of cultural back-
ground, age, gender or religion.
The company also requires all employees to commit to conden-
tiality obligations and avoiding conicts of interest. Employees
and other stakeholders are encouraged to report suspected cases
of misconduct or unethical behaviour. Oriola has a condential
whistleblowing channel for reporting actions that are suspected
to be in violation of the Code of Conduct. The company’s Board of
Directors monitors compliance with the Code of Conduct and is
responsible for approving the Code of Conduct. Anti-Corruption
matters and Oriola’s zero-tolerance approach are also addressed in
training, which is part of onboarding process for all employees. The
training is renewable in every three years.
EU Taxonomy
As a non-nancial undertaking, Oriola is required to present the
share of its group revenue, capital expenditure (Capex) and oper-
ating expenditure (Opex) for the reporting period 2022 that is as-
Report of the Board of Directors
Oriola Financial review 2022
1919
sociated with EU Taxonomy-eligible and -aligned economic activi-
ties under the rst two environmental objectives (climate change
mitigation and climate change adaptation) in accordance with
Art. 8 of the Taxonomy Regulation and Art. 10 (2) of the Art. 8 Del-
egated Act.
To determine taxonomy-eligibility and -alignment of Oriola’s eco-
nomic activities, the company has assessed its operations against
EU Taxonomy Regulation’s technical annexes on climate change
mitigation and climate change adaptation. Based on this assess-
ment, available data, and the company’s best interpretation of the
EU Taxonomy Regulation and the delegated acts, as well as cur-
rently available guidelines, Oriola doesn’t have taxonomy-eligible
economic activities to report. Hence the proportion of taxonomy
eligible economic activities in the company turnover, capital ex-
penditures and operational expenditures is EUR 0 and 0%. Accord-
ingly, the proportion of non-eligible economic activities in com-
pany turnover, capital expenditures and operational expenditures
is 100 %. Oriola notes that the EU Taxonomy Regulation will keep
evolving and will continue to consider its impact as well as future
reporting obligations.
Report of the Board of Directors
Oriola Financial review 2022
2020
Proportion of turnover from products or services associated with
Taxonomy-aligned economic activities - disclosure covering year2022
Substantial contribution criteria DNSH criteria
Code(s) (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-aligned proportion of turnover, year N
(18)
Taxonomy-aligned proportion of turnover, year
N-1 (19)
Category (enabling activity or) (20)
Category (transitional activity)’ 21
Economic activities (1) € % % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
- - - - - - - - - - - - - - - - - - - -
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% 0% 0% - - - - - - - - - - - - - - -
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
- - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - -
Turnover of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0 0% - - - - - - - - - - - - - - - - -
Total (A.1 + A.2) 0 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Revenue of Taxonomy-non-eligible activities (B) 1,515.5 100 %
Total (A + B) 1,515.5 100 %
Report of the Board of Directors
Oriola Financial review 2022
2121
Proportion of turnover from products or services associated with
Taxonomy-aligned economic activities - disclosure covering year2022
Substantial contribution criteria DNSH criteria
Code(s) (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-aligned proportion of turnover, year N
(18)
Taxonomy-aligned proportion of turnover, year
N-1 (19)
Category (enabling activity or) (20)
Category (transitional activity)’ 21
Economic activities (1) € % % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
- - - - - - - - - - - - - - - - - - - -
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% 0% 0% 0% 0% 0% 0% - - - - - - - - - - -
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
- - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - -
CapEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0 0% - - - - - - - - - - - - - - - - -
Total (A.1 + A.2) 0 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities (B) 3.4 100 %
Total (A + B) 3.4 100 %
Report of the Board of Directors
Oriola Financial review 2022
2222
Espoo, 15 February 2023
Oriola Corporation
Board of Directors
Proportion of turnover from products or services associated with
Taxonomy-aligned economic activities - disclosure covering year2022
Substantial contribution criteria DNSH criteria
Code(s) (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-aligned proportion of turnover, year N
(18)
Taxonomy-aligned proportion of turnover, year
N-1 (19)
Category (enabling activity or) (20)
Category (transitional activity)’ 21
Economic activities (1) € % % % % % % % % Y/N Y/N Y/N Y/N Y/N Y/N % % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
- - - - - - - - - - - - - - - - - - - -
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% 0% 0% - - - - - - - - - - - - - - -
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
- - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - -
OpEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0 0% - - - - - - - - - - - - - - - - -
Total (A.1 + A.2) 0 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities (B) 1,438.7 100 %
Total (A + B) 1,438.7 100 %
Report of the Board of Directors
Oriola Financial review 2022
2323
Information on shares
Shares and shareholders
Shareholders by type of owner, 31 December 2022
Shareholders % of shareholders % of shares
A shares B shares Total A shares B shares Total A shares B shares Total
Individuals 12,364 25,014 33,025 97.2 95.9 96.3 44.8 37.9 39.9
Corporations and partnerships 221 676 830 1.7 2.6 2.4 29.1 27.1 27.7
Banks and insurance companies 13 44 46 0.1 0.2 0.1 1.6 6.2 4.9
Public entities 7 16 20 0.1 0.1 0.1 14.8 7.1 9.4
Non-prot institutions 55 184 216 0.4 0.7 0.6 8.3 2.7 4.3
Foreign shareholders 63 136 172 0.5 0.5 0.5 0.3 0.3 0.3
Total 12,723 26,070 34,309 100.0 100.0 100.0 98.9 81.3 86.5
Nominee registrations 1.1 18.7 13.5
Shareholders by number of shares held, 31 December 2022
Shareholders % of shareholders
Number of shares A shares B shares Total A shares B shares Total
1–100 2,921 3,697 5,666 23.0 14.2 16.5
101–1,000 6,214 13,651 17,383 48.8 52.4 50.7
1,001–10,000 3,214 7,905 10,021 25.3 30.3 29.2
10,001–100,000 335 751 1,136 2.6 2.9 3.3
over 100,001 39 66 103 0.3 0.3 0.3
Total 12,723 26,070 34,309 100.0 100.0 100.0
Of which nominee registered 9 10 10
Shares % of shares
Number of shares A shares B shares Total A shares B shares Total
1-100 134,192 193,446 327,638 0.2 0.2 0.2
101-1,000 2,681,720 6,180,076 8,861,796 5.0 4.8 4.9
1,001-10,000 9,113,380 22,785,715 31,899,095 17.0 17.8 17.6
10,001-100,000 8,854,803 18,040,348 26,895,151 16.5 14.1 14.8
over 100,001 32,964,218 80,538,315 113,502,533 61.3 63.0 62.5
Total 53,748,313 127,737,900 181,486,213 100.0 100.0 100.0
Of which nominee registered 594,064 23,940,248 24,534,312 1.1 18.7 13.5
Total number of shares 53,748,313 127,737,900 181,486,213 100.0 100.0 100.0
Information on shares
Oriola Financial review 2022
2424
Share-related key gures
2022 2021 2020 2019 2018
Earnings per share
2
EUR -0.01 0.06 0.06 0.04 0.06
Earnings per share, continuing operations
2
EUR 0.03 0.05 0.02 0.06 0.01
Equity per share
2
EUR 1.24 1.20 0.94 0.87 0.98
Total dividends EUR million 10.9
1
7.3 5.4 16.3 16.3
Dividend per share EUR 0.06
1
0.04 0.03 0.09 0.09
Payout ratio
2
% -453.7
1
63.9 48.2 203.5 151.7
Dividend yield A % 3.25
1
2.02 1.51 4.46 4.57
Dividend yield B % 3.45
1
2.00 1.58 4.44 4.55
P/E ratio, continuing operations
2
A 70.34 41.67 112.61 36.35 143.20
P/E ratio, continuing operations
2
B 66.33 42.09 107.63 36.44 143.93
Share price on 31 Dec A EUR 1.85 1.99 1.99 2.02 1.97
Share price on 31 Dec B EUR 1.74 2.01 1.90 2.03 1.98
Average share price A EUR 1.96 2.04 2.01 2.10 2.82
Average share price B EUR 1.93 1.94 1.93 2.11 2.72
Lowest share price A EUR 1.75 1.78 1.62 1.86 1.92
Lowest share price B EUR 1.70 1.73 1.52 1.86 1.94
Highest share price A EUR 2.30 2.37 2.25 2.56 3.38
Highest share price B EUR 2.31 2.20 2.27 2.53 3.17
Market capitalisation EUR million 321.4 362.8 349.9 367.2 358.8
Trading volume
A shares pc 6,636,366 8,115,284 3,320 057 3,758,001 3,067,789
% of average number of A shares % 12.3 15.1 6.1 6.8 5.5
B shares pc 29,890,534 50,733,906 48,554,934 24,054,806 40,993,419
% of average number of B shares % 23.4 39.7 38.2 19.1 32.5
% of average number of all shares % 20.1 32.4 28.6 15.3 24.3
Number of shares 31 Dec A pcs 53,748,313 53,748,313 53,748,313 55,434,273 55,434,273
Number of shares 31 Dec B pcs 127,737,900 127,737,900 127,737,900 126,051,940 126,051,940
Total number of shares 31 Dec pcs 181,486,213 181,486,213 181,486,213 181,486,213 181,486,213
Total number of A shares, annual average pcs 53,748,313 53,748,313 54,390,973 55,434,273 55,434,273
Total number of B shares, annual average pcs 127,737,900 127,737,900 127,095,240 126,051,940 126,051,940
Total number of shares, annual average pcs 181,486,213 181,486,213 181,486,213 181,486,213 181,486,213
1
Proposal by the Board of Directors.
2
The gures in 2018 have been restated due to an error related to previous periods. The restatement had an impact on inventories, deferred tax assets and retained earnings in the consolidated statement of nancial position and on material purchases and income taxes
in the consolidated statement of comprehensive income. More information on correction of the error is presented in the notes to the Financial statements 2019.
Information on shares
Oriola Financial review 2022
2525
Calculation of share related key gures
Earnings per share (EPS), EUR
=
Prot attributable to shareholders of the parent company
Average number of shares during the period excluding treasury shares
Equity per share, EUR
=
Equity attributable to shareholders of the parent company
Number of shares at the end of the period excluding treasury shares
Dividend per share, EUR
=
Dividends paid for the nancial period
Number of shares at the end of the period excluding treasury shares
Payout ratio, %
=
Dividend per share
x 100
Earnings per share
Eective dividend yield, %
=
Dividend per share
x 100
Closing price on the last trading day of the nancial period
Price/Earnings ratio (P/E)
=
Closing price on the last trading day of the nancial period
Earnings per share
Average price of share, EUR
=
Trading volume, EUR
Average number of shares traded during the nancial period
Market capitalisation, EUR
= Number of shares at the end of the nancial period x closing price on the last trading day of the nancial period
Information on shares
Oriola Financial review 2022
2626
Largest shareholders, 31 December 2022
By number of shares held A shares B shares Total shares % of total shares Votes % of total votes
1. Mariatorp Oy 7,100,000 19,000 000 26,100,000 14.38 161,000,000 13.39
2. Wipunen Varainhallinta Oy 2,600,000 6,400 000 9,000,000 4.96 58,400,000 4.86
3. Keskinäinen Työeläkevakuutusyhtiö Varma 4,320,600 3,273 000 7,593,600 4.18 89,685,000 7.46
4. Keskinäinen Eläkevakuutusyhtiö Ilmarinen 3,606,414 2,299 018 5,905,432 3.25 74,427,298 6.19
5. Vakuutusosakeyhtiö Henki-Fennia 555,000 3,663 008 4,218,008 2.32 14,763,008 1.23
6. Maa- ja Vesitekniikan Tuki ry 4,025,358 0 4,025,358 2.22 80,507,160 6.69
7. Greenzap Oy 2,365,037 35,189 2,400,226 1.32 47,335,929 3.94
8. Kansaneläkelaitos 0 1,991,481 1,991,481 1.10 1,991,481 0.17
9. Ylppö Jukka Arvo 1,496,562 286,992 1,783,554 0.98 30,218,232 2.51
10. S-Bank Fenno Equity Fund 0 1,636,048 1,636,048 0.90 1,636,048 0.14
11. Ehnrooth Helene Margareta 0 1,304,333 1,304,333 0.72 1,304,333 0.11
12. Medical Investment Trust Oy 181,000 852,540 1,033,540 0.57 4,472,540 0.37
13. Drumbo Oy 0 1,000,000 1,000,000 0.55 1,000,000 0.08
14. Herlin Olli 200,000 800,000 1,000,000 0.55 4,800,000 0.40
15. Paloniemi Jari 0 1,000,000 1,000,000 0.55 1,000,000 0.08
16. Sijoitusrahasto Seligson & Co Phoebus 220,000 780,000 1,000,000 0.55 5,180,000 0.43
17. Säästöpankki Kotimaa-sijoitusrahasto 619,649 376,939 996,588 0.55 12,769,919 1.06
18. Ylppö Into 693,522 240,200 933,722 0.51 14,110,640 1.17
19. Laakkonen Mikko 196,320 689,080 885,400 0.49 4,615,480 0.38
20. Sto-Rahoitus Oy 350,000 400,000 750,000 0.41 7,400,000 0.62
Total 28,529,462 46,027,828 74,557,290 41.08 616,617,068 51.27
Nominee registred 594,064 23,940,248 24,534,312 13.52 35,821,528 2.98
Oriola Corporation 63,650 45,914 109,564 0.06 1,318,914 0.11
Other 24,561,137 57,723,910 82,285,047 45.34 548,946,650 45.64
All shareholders total 53,748,313 127,737,900 181,486,213 100.00 1,202,704,160 100.00
Information on shares
Oriola Financial review 2022
2727
Financial indicators and performance measures
Financial indicators 2018-2022
Consolidated income statement
1
2022 2021 2020 2019
5
2018 restated
4
Net sales EUR million 1,515.5 1,452.2 1,398.6 1,333.4 1,155.2
Adjusted EBIT EUR million 17.8 14.9 6.6 8.7 18.1
% of net sales % 1.2 1.0 0.5 0.7 1.6
EBIT EUR million 7.6 10.7 5.1 10.0 4.3
% of net sales % 0.5 0.7 0.4 0.8 0.4
Financial income and expenses EUR million -0.7 0.3 -0.5 3.6 1.3
% of net sales % -0.0 0.0 -0.0 0.3 0.1
Prot before taxes EUR million 6.9 11.0 4.6 13.7 5.6
% of net sales % 0.5 0.8 0.3 1.0 0.5
Prot for the period EUR million 4.8 8.6 3.2 10.1 2.5
% of net sales % 0.3 0.6 0.2 0.8 0.2
Consolidated balance sheet EUR million 2022 2021 2020 2019
5
2018 restated
4
Non-current assets 419.1 539.3 537.3 509.9 440.0
Goodwill 61.1 273.5 278.7 270.5 274.3
Current assets 541.8 553.9 628.3 520.7 484.2
Inventories 148.5 229.2 250.1 234.2 209.6
Equity attributable to the parent company shareholders 225.6 216.8 169.6 157.2 177.9
Liabilities total 735.4 876.4 996.0 873.4 746.2
Interest-bearing liabilities 136.9 209.9 295.3 190.3 129.4
Non-interest-bearing liabilities 598.4 666.5 700.8 683.1 616.8
Total assets 960.9 1,093.2 1,165.6 1,030.6 924.2
Financial indicators and performance measures
Oriola Financial review 2022
2828
Key gures 2022 2021 2020 2019
5
2018 restated
4
Equity ratio
2
% 23.8 20.1 14.8 15.5 19.5
Equity per share
2
EUR 1.24 1.20 0.94 0.87 0.98
Return on capital employed (ROCE)
2
% 1.9 4.6 5.0 4.1 6.2
Return on equity
2
% -1.1 5.9 6.9 4.9 5.8
Net interest-bearing debt
2
EUR million -23.7 100.8 127.1 119.6 63.6
Gearing
2
% -10.5 46.5 75.0 76.1 35.8
Earnings per share from continuing operations EUR 0.03 0.05 0.02 0.06 0.01
Earnings per share incl. discontinued operations EUR -0.01 0.06 0.06 0.04 0.06
Average number of shares
3
pcs 181,371,235 181,341,203 181,388,782 181,394,589 181,360,503
Average number of personnel from continuing operations, full time equivalents pers. 914 1,077 1,091 1,126 1,108
Gross capital expenditure incl. discontinued operations EUR million 8.4 22.8 32.8 21.8 39.6
Refer to section Alternative performance measures, for denitions of key gures.
1
Continuing operations.
2
The comparative gures include discontinued operations.
3
Company-owned treasury shares are not included.
4
The gures in 2018 have been restated due to an error related to previous periods. The restatement had an impact on inventories, deferred tax assets and retained earnings in the consolidated statement of nancial position and on material purchases
and income taxes in the consolidated statement of comprehensive income. More information on correction of the error is presented in the notes to the Financial statements 2019.
5
The Group applied IFRS 16 Leases with the date of initial application of 1 January 2019. The standard has a signicant impact on the Group's non-current assets, interest-bearing liabilities and key gures.
Net sales
EUR million
2018 2019 2020 2021 2022
1,600
1,200
800
400
0
1,155
1,333
1,399
1,452
1,515
1
The gures in 2018 have been restated due to an error related to previous periods.
The restatement had an impact on inventories, deferred tax assets and retained earnings
in the consolidated statement of nancial position and on material purchases and income
taxes in the consolidated statement of comprehensive income. More information on
correction of the error is presented in the notes to the Financial statements 2019.
Adjusted EBIT
1
EUR million
20
15
10
5
0
2018 2019 2020 2021 2022
6.6
14.9
17,818.1
8.7
Financial indicators and performance measures
Oriola Financial review 2022
2929
Alternative performance measures
In order to reect the underlying business performance and to en-
hance comparability between nancial periods Oriola discloses
certain performance measures of historical performance, nancial
position and cash ows, as permitted in “Alternative performance
measures” guidance issued by the European Securities and Mar-
kets Authority (ESMA). These measures should not be considered
as a substitute for measures of performance in accordance with the
IFRS. These alternative performance measures are described in the
following tables:
Reconciliation of alternative performance measures to IFRS
Invoicing
EUR million 2022 2021
Net sales 1,515.5 1,452.2
+ Acquisition cost of consignment stock 2,052.5 2,054.9
+ Cash discounts 0.1 0.0
+ Exchange rate dierences on sales 0.0 -0.2
Invoicing 3,568.0 3,506.9
Adjusted EBIT
EUR million 2022 2021
EBIT 7.6 10.7
- Adjusting items included in EBIT 10.2 4.2
Adjusted EBIT 17.8 14.9
Calculation of alternative performance measures
Alternative performance measures on a constant currency basis
EUR million 2022 2021
Invoicing 3,568.0 3,506.9
Translation dierence 110.7 -76.2
Invoicing calculated on a constant cur-
rency basis 3,678.7 3,430.7
Net sales
1,515.5 1,452.2
Translation dierence 47.5 -32.7
Net sales calculated on a constant cur-
rency basis 1,563.0 1,419.5
Adjusted EBIT 17.8 14.9
Translation dierence 0.3 -0.3
Adjusted EBIT calculated on a constant
currency basis 18.1 14.6
Alternative performance measure Denitions
Reason for use of the alternative performance
measure
Invoicing =
Net sales + acquisition cost of consignment stock + cash discounts +
exchange rate dierences on sales
Invoicing describes the volume of the business.
EBIT =
Net sales less material purchases and exchange dierences on sales
and purchases, less employee benet expenses and other operating
expenses, less depreciation, amortisation and impairment plus other
operating income plus share of results in joint venture
EBIT shows result generated by the business.
Adjusted EBIT = EBIT excluding adjusting items Oriola discloses adjusted EBIT in order to reect
the underlying business performance and to en-
hance comparability between nancial periods.
Adjusting items
Adjusting items include gains or losses from the sale or discontinua-
tion of business operations or assets, gains or losses from restructur-
ing business operations, and impairment losses of goodwill and other
non-current assets, or other income or expenses arising from rare
events, and changes in estimates regarding the realisation
of contingent consideration arising from business acquisitions.
Adjusting items are specied in note 4.1. Segment reporting.
Invoicing calculated on a constant
currency basis
Invoicing calculated with the average exchange rate
of the corresponding period of the comparative year.
Invoicing, net sales, and adjusted EBIT on a
constant currency basis describe the develop-
ment of the business without changes due to
uctuating foreign exchange rates and thus
enhance the comparability between nancial
periods.
Net sales calculated on a constant
currency basis
Net sales calculated with the average exchange rate
of the corresponding period of the comparative year.
Adjusted EBIT calculated on a
constant currency basis
Adjusted EBIT calculated with the average exchange rate of the cor-
responding period of the comparative year.
Net debt = Interest-bearing liabilities – cash and cash equivalents
Net debt is an indicator to measure the total
external debt nancing of the company.
Investments =
Capitalised investments in property, plant and equipment and in
intangible assets including goodwill arising from business combina-
tions, as well as investments in associates and joint ventures.
Investments provide additional information of
the cash ow need of the business operations.
Investments by business area are presented in
note 4.1. Segment reporting.
Return on capital employed
(ROCE), %
=
EBIT
x 100
Return on capital employed measures how
eciently the Group generates prots from its
capital employed.
Total assets – Non-interest-bearing liabilities (average between the
beginning and the end of the year)
Return on equity (ROE), % =
Prot for the period
x 100
Return on equity measures the Group's prot-
ability by showing how much prot is gener-
ated with the funds invested to the Group by
the shareholders.
Equity total (average between the beginning and the end of the
year)
Gearing, % =
Net debt
x 100
Gearing provides information of the Group's
nancial risk level and the level on the Group's
indebtedness.
Equity total
Equity ratio, % =
Equity total
x 100
Equity ratio provides information on the
Group's nancial risk level and the level of the
Group's capital used in operations.
Total assets – Advances received
Financial indicators and performance measures
Oriola Financial review 2022
Financial Statements 2022
Oriola Financial review 2022
31
Consolidated statement of comprehensive income (IFRS)
EUR million | Note | 2022 | 2021 |
| Continuing operations | |||
Net sales | 4.2. | ||
Other operating income | 4.2. | ||
Materials and supplies | 4.3. | - | - |
Employee benefit expenses | 4.4. | - | - |
Other operating expenses | 4.3. | - | - |
Depreciation, amortisation and impairments | 6.1./6.2. | - | - |
Profit from associated company | 6.3. | - | |
EBIT | |||
Financial income and expenses | 8.1. | - | |
Profit before taxes | |||
Income taxes | 9.1. | - | - |
Profit for the period from continuing operations | |||
Profit for the period from discontinued operations | 10.3. | - | |
Profit for the period | - |
1
| Other comprehensive income | |||
| Items which may be reclassified subsequently to profit or loss: | |||
| Translation differences recognised in comprehensive income | |||
during the reporting period | - | ||
Translation differences reclassified to profit and loss during the reporting period | - | ||
Cash flow hedge | 8.3. | ||
Income tax relating to other comprehensive income | 9.1. | - | - |
- | |||
| Items which will not be reclassified to profit or loss: | |||
Financial assets recognised at fair value through other comprehen- sive income | 8.2. | ||
Actuarial gains/losses on defined benefit plans | 4.4. | ||
Income tax relating to other comprehensive income | 9.1. | - | - |
Total comprehensive income for the period |
EUR million | Note | 2022 | 2021 |
| Profit attributable to | |||
Parent company shareholders | - | ||
Total comprehensive income attributable to Parent company shareholders | |||
| Earnings per share attributable to parent company shareholders: | |||
| Basic earnings per share, EUR | |||
From continuing operations | 8.5. | ||
From discontinued operations | 8.5. | - | |
From profit for the period | 8.5. | - | |
| Diluted earnings per share, EUR | |||
From continuing operations | 8.5. | ||
From discontinued operations | 8.5. | - | |
From profit for the period | 8.5. | - |
1
1
Comparative information has been restated due to a discontinued operation.
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Consolidated statement of nancial position (IFRS)
EUR million | Note | 31 Dec 2022 | 31 Dec 2021 |
| ASSETS | |||
| Non-current assets | |||
Property. plant and equipment | 6.1. | ||
Goodwill | 6.2. | ||
Other intangible assets | 6.2. | ||
Investments in joint ventures | 6.3. | ||
Other non-current assets | 6.3. | ||
Deferred tax assets | 9.2. | ||
Non-current assets total | |||
| Current assets | |||
Inventories | 5.2. | ||
Trade receivables | 5.1. | ||
Income tax receivables | 5.1. | ||
Other receivables | 5.1. | ||
Cash and cash equivalents | 8.2. | ||
Current assets total | |||
ASSETS TOTAL |
EUR million | Note | 31 Dec 2022 | 31 Dec 2021 |
| EQUITY AND LIABILITIES | |||
| Equity | |||
Share capital | |||
Fair value reserve | |||
Contingency fund | |||
Invested unrestricted equity reserve | |||
Other reserves | |||
Translation differences | - | - | |
Retained earnings | |||
Equity attributable to the parent company shareholders | 8.4. | ||
| Non-current liabilities | |||
Deferred tax liabilities | 9.2. | ||
Pension obligations | 4.4. | ||
Interest-bearing liabilities | 8.2. | ||
Other non-current liabilities | 5.3. | ||
Non-current liabilities total | |||
| Current liabilities | |||
Trade payables | 5.3. | ||
Interest-bearing liabilities | 8.2. | ||
Income tax payables | 5.3. | ||
Other current liabilities | 5.3. | ||
Current liabilities total | |||
EQUITY AND LIABILITIES TOTAL |
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Consolidated statement of cash ows (IFRS)
EUR million | Note | 2022 | 2021 |
| Net cash flow from operating activities | |||
Profit for the period | - | ||
| Adjustments | |||
Depreciation and amortisation | 6.1./6.2. | ||
Impairment | 6.1./6.2. | ||
Share of results in joint venture | 6.3. | ||
Financial income and expenses | 8.1. | ||
Loss on sale of discontinued operations | 10.3. | ||
Income taxes | 9.1. | ||
Change in pension asset and pension obligation | |||
Other adjustments | - | - | |
| Change in working capital | |||
Change in current receivables increase (-)/ decrease (+) | - | - | |
Change in inventories increase (-)/ decrease (+) | |||
| Change in non-interest-bearing current liabilities | |||
increase (+)/ decrease (-) | - | ||
- | |||
Interest paid and other financial expenses | - | - | |
Interest received and other financial income | |||
Income taxes paid | - | - | |
Net cash flow from operating activities | |||
| Net cash flow from investing activities | |||
Investments in property, plant and equipment and intangible assets | 6.1./6.2. | - | - |
Proceeds from sales of property, plant and equipment and intangible assets | 6.1./6.2. | ||
Investments in joint ventures | 6.3. | ||
Investments in other shares and shareholdings | 6.3. | - | - |
Proceeds from other shares and shareholdings | 6.3. | ||
Sales of business operations, net of cash disposed | |||
Sales of discontinued operations, net of cash disposed | 10.3. | - | |
Net cash flow from investing activities |
EUR million | Note | 2022 | 2021 |
| Net cash flow from financing activities | |||
Repayments of long-term loans | - | - | |
Repayments of short-term loans | - | ||
| Change in other current financing | - | - | |
Amortisations of lease liabilities | - | - | |
Purchasing of own shares | - | - | |
Dividends paid | - | - | |
Net cash flow from financing activities | - | - | |
Net change in cash and cash equivalents | - | ||
Cash and cash equivalents at the beginning of the period | |||
Translation differences | - | - | |
Net change in cash and cash equivalents | - | ||
Cash and cash equivalents at the end of the period | 8.2. |
1
1
Includes cash ows from commercial papers.
Includes continuing and discontinued operations.
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Consolidated statement of changes in equity (IFRS)
| Translation | Retained | |||||
EUR million | Note | Share capital | Funds | differences | earnings | Equity total |
Equity 1 January 2021 | - | |||||
| Comprehensive income for the period | ||||||
Net profit for the period | ||||||
| Other comprehensive income: | ||||||
Financial assets recognised at fair value through other comprehensive income: | ||||||
Change in fair value | ||||||
Profit from sales of assets | ||||||
Accumulative change in fair value of disposed assets | - | |||||
Financial assets recognised at fair value through other comprehensive income total | 8.2. | |||||
Cash flow hedge | 8.3. | |||||
Actuarial gains and losses | 4.4. | |||||
Income tax relating to other comprehensive income | 9.1. | - | - | - | ||
Translation difference | - | - | ||||
Comprehensive income for the period, total | - | |||||
| Transactions with owners | ||||||
Dividend distribution | 8.5. | - | - | |||
Share-based incentive | 4.4. | |||||
Purchase of own shares | - | - | ||||
Transactions with owners, total | - | - | ||||
Equity 31 December 2021 | - | |||||
| Comprehensive income for the period | ||||||
Net profit for the period | - | - | ||||
| Other comprehensive income: | ||||||
Financial assets recognised at fair value through other comprehensive income: | ||||||
Cash flow hedge | 8.3. | |||||
Actuarial gains and losses | 4.4. | |||||
Income tax relating to other comprehensive income | 9.1. | - | - | - | ||
Translation difference | ||||||
Translation difference reclassified to profit and loss | - | - | ||||
Comprehensive income for the period, total | ||||||
| Transactions with owners | ||||||
Dividend distribution | 8.5. | - | - | |||
Share-based incentive | 4.4. | |||||
Purchase of own shares | - | - | ||||
Transactions with owners, total | - | - | ||||
Equity 31 December 2022 | - | |||||
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the standards and interpretations published by the Inter-
national Accounting Standards Board (IASB) that are man-
datory as of 1 January 2022. These standards did not have
period and they are not expected to have a material im-
pact on the Group in the current or future reporting peri-
ods and on foreseeable future transactions.
The International Financial Reporting Standards refer to
standards and interpretations that have been approved for
application in the EU in the Finnish Accounting Act and the
provisions issued pursuant to it according to the proce-
dures provided for in EU regulation (EC) No. 1606/2002.
the 12-month period 1 January – 31 December 2022.
and they have been prepared under the historical cost
convention, except for nancial assets recog or financial assets recognised at fair
fair value through other comprehensive income, deriva-
tives and share-based payments. The Group has applied
al markets. This has accelerated ination especially in ener celerated inflation especially in energy and
fuel prices. Labour costs are also expected to increase due to the
Oriola’s operating environment, as the restrictions set by the au-
thorities and consumer caution have impacted the consumer be-
haviour. As the pandemic continues and the instability caused by
ness environment remains volatile, which can still have signican emains volatile, which can still have significant
tion or the pandemic are unclear in Oriola’s operating environment.
The potential impacts of these events on the valuation of Oriola's
assets have been reviewed. Oriola has no operations nor export or
import with Russia. Based on the assessments, Russia's military of-
fensive against Ukraine or the COVID-19 pandemic are currently not
expected to have such long-term impacts on Oriola’s nancial per- s financial per-
formance that would require adjustments to the carrying amounts
of the assets.
In February 2022, Oriola signed a framework merger agreement
with the Euroapotheca group for combining the respective phar-
macy businesses in Sweden: Oriola's Consumer business area com-
prising of Kronans Apotek and Euroapotheca's Apoteksgruppen
into a new company. Consumer business area is reported as dis-
continued operations until the completion of the divestment on 3
October 2022. The discontinued operations are stated separately
from continuing operations in the consolidated statement of com-
2. Basis of presentation
prehensive income and the comparison period has been adjusted
accordingly. The elimination of transactions between the continu-
ing operations and the discontinued operations is attributed in a
rangement was completed. The consolidated statement of nancial ted statement of financial
position for comparative periods includes the assets and liabilities
of discontinued operations.
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4. Operating result
4.1. Segment reporting
Adjusting items
Adjusting items included in EBIT
EUR million 2022 2021
Restructuring costs -0.5 -2.3
Impairments and write-downs -9.8 -1.2
Other 0.1 -0.8
Total -10.2 -4.2
Adjusting items in 2022 relate to impairment of other tangible and
intangible assets not yet available for use, organisational restructur-
Adjusting items in 2021 consist mainly of organisational restructur-
ing costs, impairment of goodwill related to closing of the service
centre in Sweden and write-down of inventories related to the dis-
continued product category.
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Net sales by currency
2022 2021
Million SEK EUR SEK EUR
Sweden 10,595.7 996.8 10,275.8 1,012.7
Finland 518.7 439.4
Total 1,515.5 1,452.2
Disaggregation of revenue
In the following table, the Group's external revenue is disaggregat-
ed by the Group's major revenue streams.
EUR million 2022 2021
Wholesale 1,287.9 1,233.8
Other
1
227.6 218.4
Total 1,515.5 1,452.2
1
4.2. Net sales and other operating income
Contract balances
The Group has recognised the following liabilities related to con-
tracts with customers:
EUR million 31 Dec 2022 31 Dec 2021
Advances received from pharmacies 11.8 16.0
Other contract liabilities
(included in other current liabilities)
- Customer loyalty programme - 1.7
- Advances received related to other services 0.2 0.0
Total 12.0 17.8
Advances received from pharmacies are presented as current inter-
tional information on the interest-bearing liabilities can be found in
note 8.2. Financial assets and liabilities. The amount of EUR 1.7 mil-
lion recognised in contract liabilities at the beginning of the period
has been recognised as revenue for the nancial year 2022. Con- evenue for the financial year 2022. Con-
tract liability from customer loyalty programme relates to the dis-
continued operations.
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Materials and supplies
Materials and supplies include materials, procurement and
other costs related to manufacturing and procurement.
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39
In 2022 and 2021, government compensations were not received .
EUR million 2022 2021
Wages, salaries and bonuses 45.3 54.6
Share-based payments 0.6 0.2
Pension costs
Other personnel expenses 8.8 8.8
Total 61.1 71.9
EUR million 2022 2021
Present value of funded obligations 13.2 20.0
Fair value of plan assets -1.4 -2.0
Net liability (+) / assets (-) in the statement
Post-employment benets -employment benefits
Sweden.
ditional pensions. The benets are insured with OP Lif The benefits are insured with OP Life Assurance.
ITP 1. The employees have a dened con The employees have a defined contribution plan according
to local legislation. In ITP 2, the company can recognise the old age
tively, pay the pension expenses to the pension insurance company
Alecta. Oriola Sweden AB has recognised its ITP 2 old age pension
den AB’s old age pension benets other than ITP 2 are insured with s old age pension benefits other than ITP 2 are insured with
Alecta.
Employer contributions to post-employment benefit plans are
expected to be EUR 0.4 million during 2023 financial year. The
weighted average duration of the defined benefit obligation is
20.6 years.
All plan assets of the Group relate to the Finnish voluntary insur-
ance plan and are held by the insurance company. They are part of
the insurance company’s investment assets and are considered to
be unquoted.
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41
EUR thousand 2022 2021
Katarina Gabrielson 15 Mar - 9 May 2022
interim CEO, from 10 May 2022 CEO
Basic salary 448.3 -
Share-based payments 22.9 -
Pension expenses (statutory) 35.9 -
Pension expenses (voluntary) 36.6 -
Total 543.8 -
Elisa Markula 9 Aug 2021 - 15 Mar 2022
Basic salary 103.5 208.6
Termination expenses
1
275.4 -
Pension expenses (statutory) 19.5 34.8
Total 398.5 243.4
Juko Hakala 1 Feb 2021 - 8 Aug 2021
(interim CEO)
Basic salary - 246.1
Pension expenses (statutory) - 41.1
Total - 287.2
Robert Andersson until 1 February 2021
Basic salary - 495.1
Termination expenses
2
- 618.0
Pension expenses (statutory) - 82.7
Total - 1,195.8
CEO total 942.3 1,726.5
1
Termination expenses include the salary for the notice period.
2
Termination expenses include the salary for the notice period and the severance pay
equal to 12 months' salary based on the service agreement.
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EUR thousand 2022 2021
Basic salary 1,141.5 1,679.3
Bonuses 39.5 103.4
Share-based payments 55.3 45.4
Termination expenses
1
132.6 44.6
Pension expenses (statutory) 180.0 176.9
Pension expenses (voluntary) 20.4 49.4
Total 1,569.2 2,099.0
1
Termination expenses include the severance pay equal to 6 months' salary.
Oriola Management Team include a supplementary health insur-
ance. The President and CEO of the Group and the Oriola Manage-
ment Team participate in statutory pension schemes. Two Oriola
Management Team members participate in a voluntary dened ticipate in a voluntary defined
contribution plan.
EUR thousand 2022 2021
Panu Routila, Chairman 93.0 86.0
Eva Nilsson Bågenholm, Vice Chairman 60.5 57.5
Juko-Juho Hakala 54.0 38.5
Nina Mähönen
1
38.0 -
Harri Pärssinen 53.5 40.5
Lena Ridström 45.0 41.5
Anja Korhonen
2
7.0 49.5
Mariette Kristenson
3
- 3.0
Total 351.0 316.5
1
from 15 March 2022
2
until 15 March 2022
3
until 16 March 2021
Of the Board of Directors' annual fee, 60% is paid in cash and 40% in
the Company's class B shares. For the apportionment paid in shares,
an expense of EUR 0.1 (0.1) million was recognised in 2022.
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43
Ageing and impairment of trade receivables at the closing date
2022 2021
EUR million Gross Impairment Gross Impairment
Not past due 220.2 -0.0 185.6 -0.0
Past due 1 - 30 days 5.4 -0.0 7.6 -0.0
Past due 31 - 180 days 1.4 -0.0 1.6 -0.1
Past due more
than 180 days -0.1 0.0 0.0 -0.1
Total 226.9 -0.0 194.9 -0.2
EUR million 2022 2021
Raw materials and consumables 0.1 0.1
Work in progress 0.6 0.6
Finished goods 147.8 228.5
Total 148.5 229.2
5.2. Inventories
(183.1) million on the balance sheet date. No signicant changes are nificant changes are
anticipated in the scope of the agreements to sell trade receivables
in 2023.
The credit risk in Finland is reduced by interest-bearing advance pay-
ments from pharmacies. These interest-bearing advance payments
are presented as current interest-bearing liabilities in the statement of
ments was EUR 11.8 (16.0) million. Additional information on the inter-
est-bearing advance payments can be found in note 8.2. Financial as-
sets and liabilities.
Information about the Group’s exposure to credit and market risks, and
impairment losses for trade receivables is included in note 8.3. Finan-
cial risk management.
5. Working capital
5.1 Trade and other receivables
EUR million 2022 2021
Trade receivables 226.8 194.7
Income tax receivables 1.1 2.7
Prepaid expenses and accrued income 2.1 2.7
VAT receivables 1.7 11.9
Rental prepayments 0.1 -0.1
Prepayments 0.0 1.6
Other receivables 0.8 2.1
Total 232.7 215.6
The book value of trade receivables corresponds to the maximum
amount of credit risk relating to them at the balance sheet date.
The inventories as of 31 December 2022 included pharmaceuticals
and health related products. In 2021, a write-o from inventories to -off from inventories to-
talling EUR 0.3 million was recognised related to the discontinued
product category. The write-os are included in adjusting items offs are included in adjusting items.
As a part of managing liquidity risk Oriola has open-ended frame
agreements in Sweden that allows the company to sell trade receiva-
bles relating to Swedish wholesale businesses to the nancial institu edish wholesale businesses to the financial institu-
tions on non-recourse basis. Sold and from the statement of nancial om the statement of financial
position derecognised non-recourse trade receivables were EUR 100.8
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5.3. Trade payables and other liabilities
EUR million 2022 2021
Trade payables 557.3 591.7
Income tax payables 1.0 1.4
Accrued liabilities 15.0 32.1
Derivatives designated as hedges - 0.1
Derivatives measured at fair value
VAT liabilities 5.9 4.2
Other current liabilities 1.8 6.6
Total 581.0 636.2
At the end of 2022 and 2021 the Group did not have any provisions
in the consolidated statement of nancial position. t of financial position.
5.4. Provisions
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1
For more details about the right-of-use assets please refer to section 7. Leases.
2
3
Property. plant and equipment
6. Tangible and intangible assets and other
non-current assets
6.1. Property, plant and equipment
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46
6.2. Goodwill and other intangible assets
Goodwill and other intangible assets
1
2
Advance payments and construction in progress include mainly costs related to software.
EUR million
2022 Goodwill Intangible rights
Other
intangible assets
1
Advance payments and
construction in progress
2
Total
Historical cost 1 Jan 2022 273.5 111.3 35.5 22.3 442.6
Increases - 0.8 0.5 3.9 5.2
Disposal of operations (note 10.3) -196.6 -79.9 -0.8 -14.7 -292.0
Decreases - -0.8 -4.9 -0.1 -5.8
Foreign exchange rate dierences te differences -15.8 -8.0 - -1.1 -25.0
Historical cost 31 Dec 2022 61.1 24.2 32.4 7.0 124.7
Accumulated amortisation 1 Jan 2022 - -82.5 -15.6 - -98.1
Accumulated amortisation related to
disposal of operations (note 10.3.) - 55.3 0.3 - 55.6
Accumulated amortisation related to
continuing operations - -0.8 -4.0 - -4.8
discontinued operations (note 10.3.) - -0.5 -0.3 - -0.8
Impairments - - - -6.4 -6.4
Foreign exchange rate dierences te differences - 6.0 - 0.0 6.0
Accumulated amortisation 31 Dec 2022 - -21.7 -14.9 -6.4 -43.1
Carrying amount 1 Jan 2022 273.5 28.8 19.9 22.3 344.5
Carrying amount 31 Dec 2022 61.1 2.5 17.5 0.6 81.7
2021
Historical cost 1 Jan 2021 278.7 109.6 32.5 17.4 438.2
Increases - 1.7 0.5 10.2 12.4
Decreases - - -0.6 -0.0 -0.7
Impairments -0.9 - - - -0.9
Foreign exchange rate dierences te differences -4.4 -2.1 - -0.2 -6.7
Historical cost 31 Dec 2021 273.5 111.3 35.5 22.3 442.6
Accumulated amortisation 1 Jan 2021 - -77.2 -12.4 - -89.7
Accumulated amortisation related to
continuing operations - -0.9 -3.6 - -4.5
discontinued operations (note 10.3.) - -5.8 -0.2 - -6.0
Foreign exchange rate dierences te differences - 1.5 - - 1.5
Accumulated amortisation 31 Dec 2021 - -82.5 -15.6 - -98.1
Carrying amount 1 Jan 2021 278.7 32.3 20.1 17.4 348.5
Carrying amount 31 Dec 2021 273.5 28.8 19.9 22.3 344.5
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48
6.3. Other non-current assets
EUR million
2022
Joint
ventures
Other
shares and
share-
holdings
Other
non-
current
assets Total
Carrying amount 1 Jan 2022 - 34.2 0.7 34.9
Increases 242.3 - 3.4 245.7
Decreases - -0.0 -0.0 -0.0
Share of result for the period -2.0 - - -2.0
Foreign exchange
Carrying amount
31 Dec 2022 240.4 34.2 4.0 278.6
2021
Carrying amount 1 Jan 2021 - 22.2 0.1 22.3
Increases - 0.0 0.6 0.6
Decreases - -11.1 - -11.1
Changes in fair value - 23.1 - 23.1
Foreign exchange
Carrying amount
31 Dec 2021 - 34.2 0.7 34.9
Joint ventures
Oriola announced on 9 February 2022 that Oriola Corporation
and Euroapotheca group have signed a framework agreement for
combining the respective pharmacy businesses in Sweden: Ori-
ola's Consumer business area comprising of Kronans Apotek and
Euroapotheca's Apoteksgruppen into a new jointly owned com-
pany, Kronans Apotek. The Swedish Competition Authority gave
its approval to the planned combination and the transaction was
completed on 3 October 2022. Oriola's share is 50 per cent of the
investment and the result. Oriola accounts its interest in the joint
venture using the equity method. For more information about the
accounting principles for joint venture please refer to section 10.
Group structure.
Other shares and shareholdings include Oriola's holding in the
Swedish online medical centre Doktor.se. The applied valuation
method for the shares in Doktor.se is based on realised transactions.
In June 2021, Oriola sold approximately 50% of its shareholding in Dok-
tor.se for EUR 33.9 million. The prot from the sale of shares EUR 21.7 The profit from the sale of shares EUR 21.7
was recognised in retained earnings. In taxation, the sales prot has nings. In taxation, the sales profit has
been treated as tax exempt sale of xed asset shares. In addition, Oriola empt sale of fixed asset shares. In addition, Oriola
recognised an increase of EUR 23.1 million to the value of the remaining
investment based on realised transactions. Oriola's ownership in Doktor.
se has enabled a tight strategic cooperation in the Swedish market. The
accelerating international growth programme of Doktor.se is a natural
moment for Oriola to decrease its ownership and that way contribute to
other types of investors being able to invest in Doktor.se.
Oriola’s ownership at the end of the reporting period was approximately
5% of the total number of shares in Doktor.se. Doktor.se oers personal .se offers personal
digital healthcare services to its customers. Doktor.se has a comprehen-
sive organisation with specialist nurses, doctors and psychologists.
Other shares and shareholdings
Swedish Pharmacy Holding AB
Balance sheet EUR million 31 Dec 2022 31 Dec 2021
Current assets
Cash and cash equivalents 30.8 -
Other current assets 142.8 -
Current assets total 173.8 -
Non-current assets 615.1 -
Current liabilities
Trade payables 116.9 -
Other current liabilities 51.0 -
Current liabilities total 167.9 -
Non-current liabilities 146.7 -
Net assets total 474.1 -
Reconciliation to carrying amounts
EUR million 31 Dec 2022 31 Dec 2021
Net assets 1 Jan - -
Investment in joint venture 484.7 -
Loss for the period -3.9 -
Net assets 31 Dec 480.8 -
Group's share in joint venture 50 % -
Group's share of net assets 240.4 -
Impairment - -
Carrying amount 240.4 -
Swedish Pharmacy Holding AB
Income statement EUR million 2022 2021
Net sales 292.7 -
Depreciation. amortisation and impair-
ment losses -10.5 -
Interest expenses -1.1 -
Income taxes 0.8
Result for the period -3.9 -
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• The contract involves the use of an identied asset olves the use of an identified asset
7. Leases
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8.2. Financial assets and liabilities
8. Capital structure
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Financial assets and liabilities by category
2022 2021
EUR million Note Fair value Book value Hierarchy Fair value Book value Hierarchy
Derivatives designated as hedges 8.3. 3.3 3.3 Level 2 0.6 0.6 Level 2
Financial assets recognised at fair value through
Derivatives measured at fair value through prot ough profit
and loss 8.3. 0.8 0.8 Level 2 0.0 0.0 Level 2
Other investments measured at fair value through
OCI 6.3. 34.2 34.2 Level 3 34.2 34.2 Level 3
Trade receivables for sale 5.1. 91.4 91.4 Level 2 16.1 16.1 Level 2
Financial assets measured at amortised cost
Cash equivalents 160.6 160.6 Level 2 109.1 109.1 Level 2
Trade receivables and other receivables 5.1. 138.2 138.2 Level 2 183.4 183.4 Level 2
Financial assets, total 428.6 428.6 343.5 343.5
Derivatives designated as hedges 8.3. - - Level 2 0.1 0.1 Level 2
Financial liabilities recognised at fair value
Derivatives measured at fair value through prot ough profit
and loss 8.3. 0.5 0.5 Level 2 0.2 0.2 Level 2
Financial liabilities measured at amortised cost
Non-current interest-bearing liabilities 69.9 69.9 Level 2 123.5 123.5 Level 2
Current interest-bearing liabilities 67.0 67.0 Level 2 86.4 86.4 Level 2
Trade payables and other current liabilities 5.3. 573.9 573.9 Level 2 630.4 630.4 Level 2
Financial liabilities, total 711.3 711.3 840.5 840.5
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).
to the level 3
EUR million 2022 2021
Carrying amount 1 Jan 34.2 22.2
Disposal of shares - -11.1
Change in fair value - 23.1
Carrying amount 31 Dec 34.2 34.2
Financial assets recognised at fair value through other comprehen-
sive income (level 3) include Oriola’s holding in the Swedish online
medical centre Doktor.se. In the second quarter of 2021 Oriola sold
approximately 50% of its shareholding in Doktor.se and recognised
an increase of EUR 23.1 million to the value of the shares. More in-
formation on the investment in Doktor.se and its valuation can be
found in note 6.3. Other non-current assets.
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31 Dec 2022
EUR million 2023 2024 2025 2026> Total
Interest-bearing
institutions and commercial
paper loans 51.8 58.1 1.0 - 110.9
Lease liabilities 3.4 3.0 2.7 5.2 14.3
Advance payments received 11.8 - - - 11.8
Non-interest-bearing
Trade payables and other
current liabilities 573.9 - - - 573.9
Receivables from interest
rate swaps - -0.7 -1.4 -1.9 -4.0
Receivables from foreign
currency derivatives -115.5 - - - -115.5
Payables on foreign currency
derivatives 116.0 - - - 116.0
Total 641.3 60.4 2.3 3.3 707.3
31 Dec 2021
EUR million 2022 2023 2024 2025> Total
Interest-bearing
institutions and commercial
paper loans 51.8 32.0 30.3 1.0 115.1
Lease liabilities 18.6 17.5 13.7 29.0 78.8
Advance payments received 16.0 - - - 16.0
Non-interest-bearing
Trade payables and other
current liabilities 630.4 - - - 630.4
Receivables from interest
rate swaps - - -0.1 -0.6 -0.6
Liabilities from interest
rate swaps 0.1 - - - 0.1
Receivables from foreign
currency derivatives -59.5 - - - -59.5
Payables on foreign currency
derivatives 59.6 - - - 59.6
Total 717.0 49.5 43.9 29.5 839.9
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1
CEO from 15 March 2022
2
CEO until 15 March 2022
Management shareholding
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Share capital
Share capital A shares B shares Total
Number of shares 1 Jan 2022 pcs 53,748,313 127,737,900 181,486,213
Conversion of A shares to B shares pcs - - 0
Number of shares 31 Dec 2022 pcs 53,748,313 127,737,900 181,486,213
Treasury shares 31 Dec 2022 pcs 63,650 45,914 109,564
Votes 31 Dec 2022 pcs 1,074,966,260 127,737,900 1,202,704,160
Share capital per share class 31 Dec 2022 EUR million 43.8 104.1 147.9
Percentage from the total shares % 29.6 70.4 100.0
Percentage from the total votes % 89.4 10.6 100.0
Number of shares 1 Jan 2021 pcs 53,748,313 127,737,900 181,486,213
Conversion of A shares to B shares pcs - - 0
Number of shares 31 Dec 2021 pcs 53,748,313 127,737,900 181,486,213
Treasury shares 31 Dec 2021 pcs 63,650 74,551 138,201
Votes 31 Dec 2021 pcs 1,074,966,260 127,737,900 1,202,704,160
Share capital per share class 31 Dec 2021 EUR million 43.8 104.1 147.9
Percentage from the total shares % 29.6 70.4 100.0
Percentage from the total votes % 89.4 10.6 100.0
EUR million 2022 2021
Parent company share capital 31 Dec 147.9 147.9
Consolidated share capital 31 Dec 36.2 36.2
8.5. Earnings per share, dividend and other equity
distribution
EUR million 2022 2021
the parent
Continuing operations 4.8 8.6
Discontinued operations -7.2 2.7
Total -2.4 11.3
Average number of outstanding
shares pcs
Basic 181,371,235 181,341,203
Diluted 181,422,563 181,422,563
Earnings per share, EUR
Basic
Continuing operations 0.03 0.05
Discontinued operations -0.04 0.01
Total -0.01 0.06
Diluted
Continuing operations 0.03 0.05
Discontinued operations -0.04 0.01
Total -0.01 0.06
2018 2019 2020 2021 2022
EPS
2
and dividend
EUR
0.12
0.08
0.04
0.00
0.09
0.09
EPS, continuing operations Dividend
0.01
0.02
0.05
0.03
0.03
0.04
0.06
1
0.06
1
Proposal by the Board of Directors.
2
The restatement had an impact on inventories, deferred tax assets and retained earnings in
in the consolidated statement of comprehensive income. More information on correction of
the error is presented in the notes to the Financial statements 2019.
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9.1. Taxes recognised in the comprehensive income
for the period
Income taxes
EUR million 2022 2021
Taxes for current year 1.8 4.1
Taxes for previous years -0.1 0.0
Deferred taxes 0.4 -1.4
Total 2.1 2.7
Taxes related to other comprehensive income
EUR million
2022 Before taxes Tax eect ax effect After taxes
Actuarial gains and losses 5.2 1.1 4.2
Translation dierences ranslation differences 11.7 - 11.7
Total 19.7 1.6 18.1
2021
Financial assets recognised
at fair value through other
comprehensive income 44.8 - 44.8
Actuarial gains and losses 1.3 0.3 1.0
Translation dierences ranslation differences -5.4 - -5.4
Total 41.7 0.5 41.2
Tax rate reconciliation
EUR million 2022 2021
Corporate income taxes
calculated at Finnish tax rate 1.4 2.2
of foreign subsidiaries 0.0 0.1
Non-deductible expenses
and tax-exempt income 0.4 0.5
Share of result in joint venture 0.4 -
Adjustments recognised
for taxes of previous years -0.1 -
Other items -0.1 -0.0
Income taxes in the income statement 2.1 2.7
Taxes entered with a positive value are recognised as expenses and
taxes entered with a negative value are recognised as income.
The Finnish tax rate used to calculate taxes was 20.0% and the
Swedish tax rate was 20.6%.
9.2. Deferred tax assets and liabilities
9. Income taxes
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Deferred tax assets and liabilities
2022 1 Jan
Items
recognised
in income
statement
Items
recognised in other
comprehensive
income
DIscontinued
operations
Translation
Deferred tax assets
Inventories 0.3 -0.0 - -0.2 -0.0 0.0
Pension liabilities 2.2 -0.3 -1.1 - -0.2 0.7
Lease agreements 1.1 0.0 - -0.8 -0.1 0.3
Deferred tax assets, total 3.9 -0.3 -1.1 -1.0 -0.3 1.2
Deferred tax liabilities
Acquisitions 3.3 0.5 - -3.7 -0.3 -0.1
Deferred tax liabilities, total 11.8 0.0 - -6.0 -0.9 4.9
2021 1 Jan
Items
recognised
in income
statement
Items
recognised in other
comprehensive
income
DIscontinued
operations
Translation
Deferred tax assets
Inventories 0.3 0.0 - - -0.0 0.3
Pension liabilities 2.4 0.1 -0.3 - -0.0 2.2
Lease agreements 1.3 -0.0 - -0.1 -0.0 1.1
Deferred tax assets, total 4.4 0.0 -0.3 -0.1 -0.1 3.9
Deferred tax liabilities
Acquisitions 4.5 -0.5 - -0.6 -0.1 3.3
Deferred tax liabilities, total 13.9 -1.2 - -0.6 -0.3 11.8
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10. Group structure
Consolidation principles: The consolidated nancial state The consolidated financial state-
ments include Oriola Corporation and those directly or indi-
rectly owned subsidiaries over which Oriola Corporation ex-
ercises control. Control is presumed to exist when the Group
through participation in an investee becomes exposed to
its variable returns or is entitled to its variable returns and is
power over the investee. Subsidiaries are consolidated from
the date the Group has gained control and divested compa-
nies are consolidated until the date control is lost.
The acquisition method is used in the accounting for the
elimination of internal ownership. All intra-group transac-
tions, as well as intra-group receivables, payables, dividends
and unrealised internal margins, are eliminated. The Group’s
the parent and non-controlling interests. Identiable assets ests. Identifiable assets
acquired and assumed liabilities of an acquired entity are
measured at their fair value as of the acquisition date. Any
contingent consideration is measured at fair value at the
ing liabilities. Changes in the contingent consideration and
acquisition-related expenses are recognised as an expense in
the statement of comprehensive income.
Changes in the parent’s ownership interest in a subsidiary
that do not result in a loss of control are accounted for as
equity transactions. As at the date when control is lost, any
investment retained in the former subsidiary is recognised
ment of comprehensive income.
Joint ventures are joint arrangements where the Group has
joint control with other parties and the parties have rights to
the arrangement’s net assets. Interests in joint ventures are
accounted for using the equity method of accounting and
are initially recognised at cost after which the Group’s share
of the post-acquisition retained prots and losses is included ofits and losses is included
as part of investments in joint ventures in the consolidated
10.1. Subsidiaries
Group Parent company
31 Dec 2021 Domicile
Owner-
ship %
Share of
votes %
Owner-
ship %
Share of
votes %
Parent company
Oriola Corporation Finland
Oriola Finland Oy Finland 100 100 100 100
Oriola Sweden AB Sweden 100 100 100 100
Kronans Apotek AB Sweden 100 100 100 100
Svensk dos AB Sweden 100 100 100 100
Pharmaservice Oy Finland 100 100 100 100
Farenta Oy Finland 100 100 100 100
Oriola Sweden AB Sweden 100 100 100 100
ICTHS Health
Support AB Sweden 100 100
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10.2. Related party transactions
Related parties in the Oriola Group are deemed to comprise the
members of the Board of Directors and the President and CEO of
Oriola Corporation, the other members of the Oriola Management
Team of the Oriola Group (key management), the immediate fam-
ily of the aforementioned persons and companies controlled by the
aforementioned persons, the Group’s subsidiaries and joint ven-
tures. The information on remuneration of key management is pre-
sented in note 4.4. Employee benets. ee benefits.
The Group has transactions between the group companies and the
joint venture in the ordinary course of business. The Group has no
Transactions with the joint venture are presented in the following table:
EUR million 2022 2021
Sales 130.9 -
Purchases of goods and services 0.1 -
Trade and other receivables 20.7 -
Trade and other payables 0.2 -
Commitments 0.3 -
In February 2022, Oriola signed a framework agreement with the
Euroapotheca group for combining the respective pharmacy busi-
nesses in Sweden: Oriola's Consumer business area comprising Kro-
nans Apotek and Euroapotheca's Apoteksgruppen into a new joint-
ly owned company. Consumer business area has been reported as
discontinued operations until the completion of the divestment on
3 October 2022.
The consolidated statement of comprehensive income has been
represented to show the discontinued operations separately from
continuing operations. The elimination of transactions between
the continuing and the discontinued operations is attributed in a
rangement was completed.
The transaction had a EUR 29.4 million impact on the consolidated
transaction related costs.
10.3. Discontinued operations
EUR million 2022 2021
Net sales 595.5 817.5
Other operating income 10.0 10.1
Materials and supplies -452.7 -618.7
Other operating expenses -38.6 -57.3
Depreciation, amortisation and impairments -3.0 -28.3
EBIT 32.8 9.8
Financial income and expenses -4.7 -6.1
Income taxes -5.8 -1.0
Results from operating activities 22.3 2.7
Loss of sale of business -29.4 -
Loss for the period from discontinued
operations -7.2 2.7
EUR million 2022 2021
Total cash ows otal cash flows 15.1 -0.2
Assets and liabilities disposed
EUR million 2022
Property, plant and equipment 81.6
Goodwill 198.4
Other intangible assets 39.8
Inventories 59.5
Income tax receivables 1.0
Trade and other receivables 26.7
Cash and cash equivalents 15.9
Total assets 423.0
EUR million 2022
Deferred tax liabilities 8.2
Non-current interest-bearing liabilities 36.5
Current interest-bearing liabilities 12.5
Current trade and other payables 101.5
Total liabilities 158.8
Net assets disposed of 264.2
Cash consideration received 24.3
Cash and cash equivalents disposed of -15.9
Loss on sale of discontinued operations
EUR million 2022
Consideration received in shares 242.3
Consideration received in cash 24.3
Net assets disposed of -264.2
Cost to sell -2.7
Total -0.4
Translation dierences r ranslation differences reclassied from other eclassified from other
comprehensive income -29.0
Loss on sale of discontinued operations -29.4
Changes in group structure:
The parent company Oriola Corporation sold in March 2022 the entire
respective pharmacy businesses in Sweden: Oriola's Consumer business
area comprising Kronans Apotek and Euroapotheca's Apoteksgruppen
into a new jointly owned company, Swedish Pharmacy Holding AB. The
net sales of Consumer business area in 2021 were EUR 817.5 million, the
adjusted EBIT was EUR 11.4 million and the number of personnel at the
end of the period was 1,598. Comparative information has been restat-
ed due to a discontinued operations.
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11.1. Commitments and contingent liabilities
EUR million 2022 2021
Commitments for own liabilities
Guarantees on behalf of subsidiaries 6.5 7.1
Guarantees on behalf of other companies 0.3 -
Mortgages on company assets 1.9 2.0
Other guarantees and liabilities 5.8 8.0
Total 14.5 17.2
guarantees against Swedish wholesale company's trade payables. In
addition, Oriola Corporation has granted parent company guaran-
tees of EUR 0.2 (0.4) million against other subsidiaries' lease liabilities.
11.2. Future lease payments
Committed future minimum lease payments:
EUR million 2022 2021
Within one year 0.6 0.6
Total 1.1 0.9
Future payments consist of minimum leasing commitments relat-
ed to low-value assets and short-term leases, to which the Group
elected to apply recognition exemptions permitted by IFRS 16. For
details about leases please refer to section 7. Leases. The leasing ex-
penses related to short-term leases and leases of low-value assets
are presented in note 7.2. Leases in the statement of comprehen-
sive income.
11.3. Litigation
Oriola is from time to time involved in legal actions, claims and other
proceedings. It is Oriola’s policy to provide for amounts related to
the proceedings if liability is probable and such amounts can be es-
timated with reasonable accuracy. Taking into account all available
information to date, the legal actions, claims and other proceedings
are not expected to have material impact on the nancial position of e material impact on the financial position of
the Group.
11. Unrecognised items
12.1. Application of new and amended IFRS standards
and IFRIC interpretations
Certain new or revised standards and interpretations have been
published by the International Accounting Standards Board (IASB)
that are not mandatory for 31 December 2022 reporting periods
and have not yet been applied by the Group. These standards are
not expected to have a material impact on the Group in the current
or future reporting periods and on foreseeable future transactions.
The Group will apply each new standard and interpretation from
from the beginning of the following nancial year wing financial year.
12. Other notes
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Parent company nancial statements
Parent company income statement (FAS)
EUR thousand Note 2022 2021
Other operating income 2 16,254.6 17,296.1
Personnel expenses 3 -8,366.6 -8,832.4
Depreciation, amortisation
and impairment charges 4 -10,155.9 -3,820.3
Other operating expenses 5 -17,025.5 -15,386.1
Operating result -19,293.3 -10,742.7
Financial income and expenses 6 -47,827.6 -58,251.3
Result before appropriations and taxes -67,120.9 -68,994.0
Appropriations 7 18,086.2 15,276.5
Income taxes 8 -355.5 -1,065.8
Result for the period -49,390.1 -54,783.4
Parent company balance sheet (FAS)
EUR thousand Note 31 Dec 2022 31 Dec 2021
Assets
Non-current assets 9
Intangible assets
Intangible rights 328.4 434.0
Other intangible assets 17,210.5 19,346.4
Advance payments
and construction in progress 415.7 8,182.8
17,954.6 27,963.2
Property, plant and equipment 10
Land and water areas 77.4 77.4
Machinery and equipment 4.4 12.0
Other tangible assets 7.5 7.5
89.3 96.9
Investments 11
Holdings in group companies 294,591.2 569,284.9
Holdings in participating interest
companies 242,250.0 -
Other shares 8,203.2 8,203.2
Receivables from group companies - 28,291.9
545,044.4 605,779.9
Non-current assets, total 563,088.4 633,840.0
Current assets 12
Receivables
Long-term receivables
Other receivables 3,960.8 611.0
Short-term receivables
Trade receivables 257.9 2.5
Receivables from group companies 56,750.7 18,724.0
Other receivables 269.8 401.4
Accrued receivables 1,557.4 1,301.4
62,796.8 21,040.4
Cash and cash equivalents 159,924.5 106,562.3
Current assets, total 222,721.2 127,602.7
Assets total 785,809.6 761,442.7
EUR thousand Note 31 Dec 2022 31 Dec 2021
Equity and liabilities
Equity 13
Share capital 147,899.8 147,899.8
Other funds 19,418.7 19,418.7
Invested unrestricted equity reserve 76,957.5 76,957.5
Retained earnings 161,610.2 223,736.2
Result for the nancial year -49,390.1 -54,783.4
356,496.0 413,228.9
Appropriations 14 1,868.4 1,772.7
Liabilities 15
Long-term liabilities
Borrowings 59,074.9 63,291.9
Liabilities to group companies 75,527.3 -
Accrued liabilities 471.4 -
135,073.7 63,291.9
Short-term liabilities
Borrowings 2,000.0 2,000.0
Trade payables 1,473.4 1,121.6
Liabilities to group companies 234,759.0 226,439.0
Other liabilities 52,229.0 51,856.9
Accrued liabilities 1,910.1 1,731.8
292,371.5 283,149.2
Liabilities total 427,445.1 346,441.1
Equity and liabilities total 785,809.6 761,442.7
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Parent company cash ow statement (FAS)
EUR thousand 2022 2021
Cash ow from operating activities
Result before appropriations and taxes -67,120.9 -68,994.0
Adjustments
Depreciation, amortisation
and impairment charges
10,155.9 3,820.3
Unrealised foreign exchange
gains and losses
-10,485.2 440.8
Other non-cash items
-160.2 -43.4
Financial income and expenses
58,312.8 57,810.5
-9,297.6 -6,965.8
Change in working capital
Change in current
non-interest-bearing receivables
7,165.6 -1,295.1
Change in non-interest-
bearing current liabilities
951.2 -84.8
-1,180.8 -8,345.7
Paid and received other nancial expenses and
income -7,523.9 988.2
Interest received 2,499.6 1,282.9
Interest paid -5,393.2 -2,114.0
Income taxes paid -703.8 -901.8
Cash ow from operating activities -12,302.0 -9,090.4
Cash ow from investing activities
Investments in tangible and intangible assets -170.5 -2,814.7
Proceeds from sale of tangible and intangible
assets 321.3 41.0
Investments to joint ventures 24,250.0 -
Investments to holdings and shares - -3,898.3
Change in loan receivables 21,634.5 609.0
Proceeds from sale of other investments 881.0 33,843.7
Dividends received - 450.0
Cash ow from investing activities 46,916.2 28,230.7
Cash ow from nancing activities
Purchase of own shares -88.8 -88.8
Repayments of long-term loans -2,000.0 -2,000.0
Repayments of short-term loans - -50,000.0
Change in other current nancing 12,624.8 -35,447.5
Group contributions received 15,453.6 14,627.7
Dividends paid -7.241.8 -5,427.6
Cash ow from nancing activities 18,747.9 -78,336.2
Notes to the parent company nancial statements (FAS)
1. Accounting principles
Oriola Corporation is the parent company of the Oriola Group, domi-
ciled in Espoo, Finland. Oriola Corporation provides administrative
services to group companies. These administrative services are cen-
tralised to the parent company. Copies of the consolidated nancial
statements of the Oriola Group are available at the head oce of
Oriola Corporation, Orionintie 5, FI-02200 Espoo, Finland (investor.
relations@oriola.com).
Oriola Corporation´s nancial statements are prepared in euros and
according to Generally Accepted Accounting Principles in Finland
(Finnish GAAP) and according to corporate legislation. The nancial
statements are presented in thousand euros.
When appropriate, the nancial statements of Oriola Corporation
comply with the Group’s accounting principles based on IFRS. Be-
low are described those accounting principles in which the nancial
statements of Oriola Corporation dier from the accounting princi-
ples of the consolidated nancial statements. The accounting prin-
ciples for the consolidated nancial statements are presented in the
notes to the consolidated nancial statements.
Financial assets and liabilities: Financial items classied as loans and
receivables or other nancial liabilities are carried at amortised cost.
The change in the fair value of the eective portion of interest rate
derivative agreements under hedge accounting made to hedge
cash ows is directly recognised against the fair value reserve in-
cluded in equity. Derivatives acquired to hedge balance sheet
items like bank accounts, loans and receivables denominated in
EUR thousand 2022 2021
Change in cash and cash equivalents 53,362.1 -59,196.0
Cash and cash equivalents at the
beginning of period 106,562.3 165,758.4
Net change in cash and cash equivalents 53,362.1 -59,196.0
Cash and cash equivalents at the end of
period 159,924.5 106,562.3
foreign currencies and derivatives made to hedge cash ows that
are not under hedge accounting are recorded in exchange gains
and losses in the nancial items.
Share-based payments: The accounting treatment of Oriola Cor-
porations share-based incentive plans is described in the account-
ing principles for the consolidated nancial statements. The share
incentive plans of Oriola Corporation are a combination of shares
and a cash payment. The granted amount of the incentive plans,
settled in shares, is measured at share price of the grant date less
expected dividends. The cash-settled part of the plans is measured
at fair value, which is the share price at the end of the reporting pe-
riod. The expenses arising from the incentive plans are recognised
in the income statement over the vesting period. In the nancial
statements of the parent company the component settled in shares
as well as the cash-settled part are recognised as accrued liability
until paid out. When paid out the share settled part is credited to
the equity.
Pension arrangements: The Statutory pension coverage of Oriola
Corporation is provided by Ilmarinen Mutual Pension Insurance Com-
pany. Supplementary pension coverage is provided by OP Life Assur-
ance Company Ltd. Pension-related payments are recognised as pen-
sion expenses on an accrual basis. No other pension liabilities arising
from pension arrangements are recognised in the balance sheet ex-
cept for pension-related accruals.
Leases: The lease agreements of Oriola Corporation consist mainly
of information and communication technology equipment. Lease
payments are expensed over the rental period and they are included
in other operating expenses. Assets leased and related liabilities are
not recognised in the parent company’s balance sheet.
Subsidiary shares: The carrying amounts of subsidiary shares are
assessed as part of the Group’s impairment testing, where cash ow
forecasts based on value-in-use calculations are prepared for the
Group’s cash-generating units. In the impairment testing of subsidi-
ary shares, the cash ows are further allocated to subsidiaries’ recov-
erable amounts. The impairment loss is recognised, if the carrying
amount of the subsidiary shares and the amount of net loan receiva-
bles from the subsidiary exceed the recoverable amount of the cor-
responding assets.
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2. Other operating income
EUR thousand 2022 2021
Rental income 11.9 22.4
Other service charges 16,209.5 17,248.8
Other operating income 33.2 24.8
Total 16,254.6 17,296.1
3. Personnel
EUR thousand 2022 2021
Personnel costs
Salaries and fees 6,837.7 7,424.7
Pension costs 1,171.8 1,144.9
Other personnel costs 357.0 262.8
Total 8,366.6 8,832.4
Average number of personnel 68 80
Salaries and bonuses to the Management
CEO and Members of the Board of Directors 1,178.3 1,884.3
Remuneration and pension costs for the CEO and the members of
the Board of Directors are disclosed in the consolidated nancial
statement in note 4.4. Employee benets.
4. Depreciation, amortisation and impairment charges
EUR thousand 2022 2021
Depreciation 4,278.2 3,820.3
Impairment charges 5,877.7 -
Total 10,155.9 3,820.3
Criteria applied for the straight-line depreciation is disclosed in
notes 6.1. and 6.2. to the consolidated nancial statement. Depre-
ciation by asset class is presented in notes 9-10.
5. Other operating expenses
EUR thousand 2022 2021
Postage, telephone and banking expenses 165.4 223.0
IT expenses 7,834.2 8,809.0
Travelling and car expenses 241.6 108.8
Administrative consultancy services 6,921.4 4,136.5
Other operating expenses 1,862.8 2,108.8
Total 17,025.5 15,386.1
Other operating costs are mainly costs related to the ownership.
6. Financial income and expenses
EUR thousand 2022 2021
Income from group companies
Dividend income from group companies 37,763.7 450.0
Gains on sales of subsidiary shares 881.0 -
Income from investments
Gains on sales of shares - 27,860.6
Other interest and nancial income
Interest income from group companies 3,558.2 1,194.4
Interest income from other companies 993.7 88.5
Other nancial income 20,129.3 6,676.3
Interest and other nancial expenses
Interest expenses to group companies -3,395.8 -
Interest expenses to other companies -1,904.5 -1,992.2
Other nancial expenses -17,168.0 -6,128.8
Expense from group companies
Expense from sales of subsidiary shares -88,685.1 -
Impairment on investments
Impairment on investments
in non-current assets - -86,400.0
Total -47,827.6 -58,251.3
Financial income and expenses include:
Interest income 4,551.9 1,282.9
Interest expenses -5,300.3 -1,992.2
Exchange rate gains/losses 758.8 446.3
Audit costs included in
other operating costs 2022 2021
Audit fees 61.5 51.5
Other fees 27.9 9.0
Total 89.5 60.5
7. Appropriations
EUR thousand 2022 2021
Change in depreciation dierence -95.7 -177.1
Group contribution received 18,181.9 15,453.6
Total 18,086.2 15,276.5
8. Income taxes
EUR thousand 2022 2021
Income taxes for the nancial period 355.5 1,065.8
Total 355.5 1,065.8
Expense from sales of subsidiary shares are related to the loss on
sale of shares in Kronans Apotek AB.
Gains on sales of shares in 2021 include Oriola Corporation's sale of
shares in Doktor.se. Impairment on investments in non-current as-
sets include impairment on subsidiary shares.
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68
9. Intangible assets
EUR thousand
2022
Intangible
rights
Other
intangible
assets
Advance pay-
ments and
construction
in progress Total
Historical cost 1 Jan 966.1 30,176.1 8,182.8 39,325.0
Increases - 457.6 361.0 818.6
Decreases -26.1 -1,397.3 -63.7 -1,487.0
Reclassications - 2,167.6 -2,167.6 -
Historical cost 31 Dec 940.1 31,404.0 6,312.5 38,656.6
Accumulated amortisation 1 Jan 532.2 10,829.6 - 11,361.8
Accumulated depreciation related to decreases -26.1 -806.4 - -832.4
Amortisation for the nancial year 105.6 4,170.2 - 4,275.8
Amortisation for the nancial year - - -5,896.8 -5,896.8
Accumulated amortisation 31 Dec 611.7 14,193.5 -5,896.8 8,908.3
Carrying amount 31 Dec 328.4 17,210.5 415.7 17,954.7
2021
Historical cost 1 Jan 966.1 26,772.4 9,182.4 36,920.9
Increases - 234.5 2,169.6 2,404.1
Reclassications - 3,169.2 -3,169.2 -
Historical cost 31 Dec 966.1 30,176.1 8,182.8 39,325.0
Accumulated amortisation 1 Jan 426.6 7,131.5 - 7,558.1
Amortisation for the nancial year 105.6 3,698.1 - 3,803.7
Accumulated amortisation 31 Dec 532.2 10,829.6 - 11,361.8
Carrying amount 31 Dec 434.0 19,346.4 8,182.8 27,963.2
10. Property, plant and equipment
EUR thousand
2022
Land and
water areas
Machinery
and equipment
Other
tangible assets Total
Historical cost 1 Jan 77.4 68.0 7.5 152.9
Decreases - -50.3 - -50.3
Historical cost 31 Dec 77.4 17.7 7.5 102.6
Accumulated depreciation 1 Jan - 56.0 - 56.0
Accumulated depreciation related to decreases - -45.1 - -45.1
Depreciation for the nancial year - 2.4 - 2.4
Accumulated depreciation 31 Dec - 13.3 - 13.3
Carrying amount 31 Dec 77.4 4.4 7.5 89.3
2021
Historical cost 1 Jan 77.4 160.4 7.5 245.2
Decreases - -92.4 - -92.4
Historical cost 31 Dec 77.4 68.0 7.5 152.9
Accumulated depreciation 1 Jan - 92.5 - 92.5
Accumulated depreciation related to decreases - -53.1 - -53.1
Depreciation for the nancial year - 16.6 - 16.6
Accumulated depreciation 31 Dec - 56.0 - 56.0
Carrying amount 31 Dec 77.4 12.0 7.5 96.9
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11. Investments
EUR thousand
2022
Holdings in group
companies
Holdings in participating
interest companies Other shares
Receivables from
group companies Total
Historical cost 1 Jan 669,844.5
-
8,203.2 28,291.9 706,339.6
Increases 80,491.5 242,250.0 - 6,363.4 329,104.8
Decreases -441,585.1
-
- -34,655.2 -476,240.4
Historical cost 31 Dec 308,750.9 242,250.0 8,203.2 - 559,204.1
Accumulated impairments 1 Jan -100,559.7 -100,559.7
Reversed impairments 86,400.0 - - - 86,400.0
Impairment 31 Dec -14,159.7 - - - -14,159.7
Carrying amount 31 Dec 294,591.2 242,250.0 8,203.2 - 545,044.4
2021
Historical cost 1 Jan 665,946.2
-
14,186.3 28,900.9 709,033.4
Increases 3,898.3
-
- 9,215.9 13,114.2
Decreases -
-
-5,983.1 -9,824.9 -15,808.0
Historical cost 31 Dec 669,844.5 - 8,203.2 28,291.9 706,339.6
Accumulated impairments 1 Jan -14,159.7
-
- - -14,159.7
Impairments -86,400.0
-
- - -86,400.0
Impairment 31 Dec -100,559.7 - - - -100,559.7
Carrying amount 31 Dec 569,284.9 - 8,203.2 28,291.9 605,779.9
In October 2022 Oriola Corporation and Euroapotheca established a new joint venture, Swedish Pharmacy Holding AB, combining of
respective pharmacy businesses in Sweden: Oriola's Kronans Apotek and Euroapotheca's Apoteksgruppen. During the nancial year 2021
Oriola Oyj sold approximately 50% of its shareholding in Doktor.se.
12. Receivables
EUR thousand 2022 2021
Receivables from group companies
Short-term receivables
Trade receivables 17.5 79.3
Other receivables 787.6 3,191.1
Accrued income and prepaid expenses 55,945.6 15,453.6
Total 56,750.7 18,724.0
Items included in accrued receivables
Arrangement fees relating to loans 295.2 438.8
Income tax receivables 713.3 365.0
Exchange rate prot on hedges 92.6 8.3
Compensations not received 11.4 15.1
Group contribution 18,181.9 15,453.6
Other accrued receivables 38,208.5 474.3
Total 57,503.0 16,755.0
13. Equity
EUR thousand 2022 2021
Share capital 1 Jan 147,899.8 147,899.8
Share capital 31 Dec 147,899.8 147,899.8
Restricted equity 147,899.8 147,899.8
Contingency fund 1 Jan 19,418.7 19,418.7
Contingency fund 31 Dec 19,418.7 19,418.7
Invested unrestricted equity reserve 1 Jan 76,957.5 76,957.5
Invested unrestricted equity reserve 31 Dec 76,957.5 76,957.5
Prot/ loss from previous years 1 Jan 168,952.9 229,264.4
Dividend paid -7,253.9 -5,439.4
Share-based compensation -141.8 -161.5
Purchase of own shares
1)
-88.8 -88.8
Delivery of own shares 141.8 161.5
Prot/loss from previous years 31 Dec 161,610.2 223,736.2
Result for the period -49,390.1 -54,783.4
Non-restricted equity 208,596.3 265,329.1
Total 356,496.0 413,228.9
Distributable funds 31 Dec 2022 2021
Contingency fund 19,418.7 19,418.7
Invested unrestricted equity reserve 76,957.5 76,957.5
Prot/ loss from previous years 161,610.2 223,736.2
Net prot for the period -49,390.1 -54,783.4
Distributable funds 31 Dec 208,596.3 265,329.1
1
Shares purchased for the share based incentive programme.
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14. Appropriations
EUR thousand 2022 2021
Cumulative accelerated depreciation dierence 1,868.4 1,772.7
Total 1,868.4 1,772.7
15. Liabilities
EUR thousand 2022 2021
Liabilities to group companies
Long-term liabilities
Other liabilities 75,527.3 -
Short-term liabilities
Trade payables 75.8 20.5
Other liabilities 234,683.1 226,418.5
Total 310,286.3 226,439.0
Items included in accrued liabilities
Long-term accrued liabilities
Change of fair value for interest rate swap - 66.5
Short-term accrued liabilities
Items related to personnel 1,696.3 1,427.9
Interest 151.9 244.8
Other accrued liabilities 61.9 59.1
Change of fair value for interest rate swap 471.4 -
Total 2,381.5 1,731.8
16. Guarantees, liability engagements and other liabilities
EUR thousand 2022 2021
Guarantees and other liabilities
Guarantees for group companies 410.8 432.6
Other liabilities and engagements 5,000.0 7,000.0
Total 5,410.8 7,432.6
Rental liabilities on real estate
Maturity within one year 33.0 33.0
Total 33.0 33.0
Rental liabilities on machinery and xtures
Maturity within one year 268.9 371.3
Maturity within 1–5 years 202.0 255.4
Total 470.8 626.6
17. Derivatives and nancial risk management
EUR thousand 2022 2021
Book values of derivative instruments
Interest rate swap agreements 64,737.7 70,241.8
Foreign currency forward and swap contracts 106,997.1 47,803.5
Total 171,734.8 118,045.3
Fair values of derivative instruments
Interest rate swap agreements 3,960.8 544.6
Foreign currency forward and swap contracts -128.3 -51.9
Total 3,832.5 492.7
Oriola Corporation has interest rate swap agreements hedging the
Oriola Group's cash ows as well as foreign currency forward and
swap contracts with various counterparties. These derivatives are
managed in accordance with the treasury policy approved by the
Oriola Corporation Board of Directors. While the Oriola Group's in-
terest rate risks from Oriola Sweden AB's selling of trade receivables
are hedged with derivative agreements on a group level, the hedg-
ing presents an interest rate risk to Oriola Corporation.
More information on the Oriola Group's nancial risk management
and derivatives are presented in note 8.3. Financial Risk Management
in the notes to the consolidated Financial Statements.
18. Ownership in other companies
The Parent company’s ownership in other companies is presented
in the note 10.1. Subsidiaries, in the notes to the Consolidated Fi-
nancial Statements.
Oriola Corporation sold the entire share capital of its pharmacy
stang service company Farenta Oy to Eezy in March 2022.
Oriola and Euroapotheca nalized on 3 October 2022 the combin-
ing of respective pharmacy businesses in Sweden: Oriola's Consum-
er business area comprising Kronans Apotek and Euroapotheca's
Apoteksgruppen into a new jointly owned company, Swedish Phar-
macy Holding AB. Oriola owns 50 per cent of the shares in Swedish
Pharmacy Holding AB.
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Signatures for the nancial statements and the report of the Board of Directors
Espoo 15 February 2023
Panu Routila Eva Nilsson Bågenholm Juko-Juho Hakala Nina Mähönen
Chairman Vice Chairman
Harri Pärssinen Lena Ridström Katarina Gabrielson
President and CEO
Auditor’s Note
The Auditor’s report has been issued today.
Helsinki, 15 February 2023
KPMG Oy Ab
Kirsi Jantunen
Authorised Public Accountant
Proposal for the prot distribution
According to the parent company’s balance sheet as at 31 December 2022, the total distributable funds are:
Other funds, EUR 19,418,729.58
Invested unrestricted equity reserve, EUR 76,957,531.72
Retained earnings, EUR 161,610,156.24
Prot for the period, EUR -49,390,135.71
Total distributable funds, EUR 208,596,281.83
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.06 per share will be distributed to 181,376,649
shares, EUR 10,882,598.94 for year 2022 and EUR 197,713,682.89 will be retained in equity.
There have been no material changes in the nancial position of the company after the end of the nancial year.
The Board of Directors’ proposal for the prot
distribution and Auditor’s Note
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Oriola Financial review 2022
72
Auditor’s Report
To the Annual General Meeting of Oriola Corporation
Report on the Audit of the Financial Statements
Opinion
We have audited the nancial statements of Oriola Corporation (busi-
ness identity code 1999215-0) for the year ended December 31, 2022.
The nancial statements comprise the consolidated statement of
nancial position, statement of comprehensive income, statement
of changes in equity, statement of cash ows and notes, including
a summary of signicant accounting policies, as well as the parent
company’s balance sheet, income statement, statement of cash ows
and notes.
In our opinion
• the consolidated nancial statements give a true and fair view
of the group’s nancial position, nancial performance and cash
ows in accordance with International Financial Reporting Stand-
ards (IFRS) as adopted by the EU
• the nancial statements give a true and fair view of the parent
company’s nancial performance and nancial position in ac-
cordance with the laws and regulations governing the prepara-
tion of nancial statements in Finland and comply with statutory
requirements.
Our opinion is consistent with the additional report submitted to
the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with good auditing practice
in Finland. Our responsibilities under good auditing practice are
further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report.
We are independent of the parent company and of the group com-
panies in accordance with the ethical requirements that are appli-
cable in Finland and are relevant to our audit, and we have fullled
our other ethical responsibilities in accordance with these require-
ments.
In our best knowledge and understanding, the non-audit services
that we have provided to the parent company and group compa-
nies are in compliance with laws and regulations applicable in Fin-
land regarding these services, and we have not provided any pro-
hibited non-audit services referred to in Article 5(1) of regulation
(EU) 537/2014. The non-audit services that we have provided have
been disclosed in note 4.3 to the consolidated nancial statements.
We believe that the audit evidence we have obtained is sucient
and appropriate to provide a basis for our opinion.
Materiality
The scope of our audit was inuenced by our application of materi-
ality. The materiality is determined based on our professional judge-
ment and is used to determine the nature, timing and extent of our
audit procedures and to evaluate the eect of identied misstate-
ments on the nancial statements as a whole. The level of materi-
ality we set is based on our assessment of the magnitude of mis-
statements that, individually or in aggregate, could reasonably be
expected to have inuence on the economic decisions of the users of
the nancial statements. We have also taken into account misstate-
ments and/or possible misstatements that in our opinion are material
for qualitative reasons for the users of the nancial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judg-
ment, were of most signicance in our audit of the nancial state-
ments of the current period. These matters were addressed in the
context of our audit of the nancial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate
opinion on these matters. The signicant risks of material misstate-
ment referred to in the EU Regulation No 537/2014 point (c) of Arti-
cle 10(2) are included in the description of key audit matters below.
We have also addressed the risk of management override of inter-
nal controls. This includes consideration of whether there was evi-
dence of management bias that represented a risk of material mis-
statement due to fraud.
This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding.
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73
The key audit matter How the matter was addressed in the audit
Valuation of goodwill (refer to accounting principles for the consolidated nancial statements and note 6.2)
The total carrying value of goodwill amounted to EUR 61 million. Goodwill is tested for impairment when indicators of
impairment exist, or at least annually. Goodwill impairment testing is conducted by comparing the carrying value with
the recoverable amount. Management estimates the recoverable amount using a discounted cash ow model.
Determining the key assumptions used in the impairment tests requires management judgement and estimates espe-
cially relating to long term growth, protability and discount rates.
Valuation of goodwill is considered a key audit matter due to the signicant carrying values and high level of manage-
ment judgement involved.
We obtained an understanding of management’s impairment assessment process and assessed the impair-
ment tests prepared by the Company.
Our detailed audit work with the involvement of KPMG valuation specialists included testing the integrity of
the calculations and the technical model. We challenged the assumptions used by management in respect
of forecasted growth rates and protability as well as the appropriateness of the discount rates used. We also
validated the assumptions used in relation to market and industry information.
We also evaluated the cash ows used by comparing them to the group’s strategic plans and budget, external
sources and the understanding we gained from our audit.
Furthermore, we considered the appropriateness of the group’s disclosures in respect of goodwill and impair-
ment testing.
Revenue recognition (refer to accounting principles for the consolidated nancial statements and notes 4.2)
Revenue is mainly generated through the sale of goods and services. The revenue earned is recognized when the control
is transferred to the customer in accordance with the terms of delivery or agreement.
There are two types of agreements with the pharmaceutical companies in which Oriola acts either as a principal or an
agent. For agreements in which Oriola acts as a principal the legal title, control and payment liability has been transferred
to Oriola and the revenue is recognized on gross basis. For consignment agreements where Oriola acts as an agent, only
the distribution fee is recognized as revenue. Analysis of the agreements and the related revenue recognition method
requires management judgement, considering the various contractual terms.
Due to the large volumes of transactions and management judgement involved revenue recognition has been identied
as an area of focus in the audit.
We obtained an understanding of the revenue recognition processes and evaluated the design and tested the
controls over revenue recognition. With special focus on identifying unusual sales transactions we also performed
substantive procedures such as testing samples of sales agreements and year-end transactions to ensure appropriate
application of revenue recognition criteria.
We examined sales contracts with pharmaceutical companies to ensure that revenue was recognized in accordance
with the terms of the contract and the group’s accounting policy.
Audit procedures were performed over revenue recognition at the group level and at each of the reporting compo-
nents that were in scope for the group audit.
In addition, we have assessed the appropriateness of accounting policy and disclosure information related to revenue
recognition in the nancial statements.
Valuation of Inventories (refer to accounting principles for the consolidated nancial statements and note 5.2)
The carrying value of inventories amounted to EUR 149 million at the end of the nancial year.
Inventory management, stocktaking routines and pricing of inventories are key factors in the valuation of inventories.
Oriola has dierent types of contracts with pharmaceutical companies which are either accounted for as own inventory
or consignment stock.
In addition, the valuation of inventories requires management estimates in respect of obsolescence assessment.
Due to management judgement and the signicant carrying amount involved, valuation of inventories is determined a
key audit matter that our audit is focused on.
We evaluated the appropriateness of the accounting policies by reference to IFRS standards, as well as the functionality of
the key IT systems of inventory management.
We tested the controls over inventory management, accuracy of inventory amounts and valuation of inventories. We per-
formed substantive audit procedures in relation to pricing of inventory and provision for obsolete inventory.
We reviewed a sample of contracts to ensure that inventory is accounted appropriately in line with the terms of the contract
and the group’s accounting policy.
We also attended physical inventory counting at selected locations to assess the appropriateness of stocktaking routines.
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74
The key audit matter How the matter was addressed in the audit
Divestment of Pharmacy business (Refer to notes 6.3 and 10.3 to the consolidated nancial statements and to notes 6, 11 and 18 to the parent company nancial statements)
In October 2022, Oriola completed the divestment of its pharmacy business into a new joint venture company estab-
lished by Oriola and Euroapotheca.
Kronans Apotek AB transacting pharmacy business comprised a signicant part of Oriola Group and was reported as
Consumer segment in the year of comparison. Pharmacy business has been presented as discontinued operations in the
consolidated nancial statements as of December 31, 2022.
A disposal loss of EUR 29 million has been recognised in the consolidated statement of comprehensive income and pre-
sented in discontinued operations. A disposal loss of subsidiary shares amounting to EUR 89 million has been recognised
in the parent company income statement.
Due to the signicance of the pharmacy business we considered the accounting treatment and presentation of the
transaction as a key audit matter.
We acquainted ourselves with the documentation related to the divestment of the pharmacy business completed during
the nancial year and evaluated the accounting treatment of the transaction in relation to the applicable accounting
principles.
We assessed the classication, valuation and presentation of the discontinued operations in the consolidated statement of
comprehensive income and in the notes to the consolidated nancial statements.
We tested the accuracy of the disposal loss calculations prepared by management. We have also considered the impact of
the transaction to the most signicant balance sheet items.
In addition, we evaluated the adequacy of the disclosures in relation to the divestment of the business.
Holdings in group companies in the parent company’s nancial statements (refer to notes 1 and 11 to the parent company’s nancial statements)
The parent company has investments in subsidiaries amounting to EUR 295 million as at December 31, 2022.
The recoverable amounts for holdings in group companies is tested as part of group impairment testing based on the
discounted cash ow model.
Due to the high level of judgment incorporated in respect of the future cash ows and the signicant carrying amounts
involved, this is considered one of the key areas that our audit is focused on.
Our audit procedures with the involvement of KPMG valuation specialists included testing the integrity of the calcula-
tions and the technical model. We challenged the assumptions used by management in respect of forecasted growth
rates and protability as well as the appropriateness of the discount rates used. We also validated the assumptions
used in relation to market and industry information.
We evaluated the cash ows used by comparing them to the group’s budgeting process, external sources and the
understanding we gained from our audit.
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75
Responsibilities of the Board of Directors and
the President and CEO for the Financial Statements
The Board of Directors and the President and CEO are responsible
for the preparation of consolidated nancial statements that give a
true and fair view in accordance with International Financial Report-
ing Standards (IFRS) as adopted by the EU, and of nancial state-
ments that give a true and fair view in accordance with the laws
and regulations governing the preparation of nancial statements
in Finland and comply with statutory requirements. The Board of
Directors and the President and CEO are also responsible for such
internal control as they determine is necessary to enable the prepa-
ration of nancial statements that are free from material misstate-
ment, whether due to fraud or error.
In preparing the nancial statements, the Board of Directors and
the President and CEO are responsible for assessing the parent
company’s and the group’s ability to continue as a going concern,
disclosing, as applicable, matters relating to going concern and us-
ing the going concern basis of accounting. The nancial statements
are prepared using the going concern basis of accounting unless
there is an intention to liquidate the parent company or the group
or cease operations, or there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit
of the Financial Statements
Our objectives are to obtain reasonable assurance about whether
the nancial statements as a whole are free from material misstate-
ment, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accord-
ance with good auditing practice will always detect a material mis-
statement when it exists. Misstatements can arise from fraud or er-
ror and are considered material if, individually or in the aggregate,
they could reasonably be expected to inuence the economic deci-
sions of users taken on the basis of the nancial statements.
As part of an audit in accordance with good auditing practice, we
exercise professional judgment and maintain professional skepti-
cism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the -
nancial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sucient and appropriate to provide a ba-
sis for our opinion. The risk of not detecting a material misstate-
ment resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omis-
sions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the au-
dit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an
opinion on the eectiveness of the parent company’s or the
group’s internal control.
• Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclo-
sures made by management.
• Conclude on the appropriateness of the Board of Directors’ and
the President and CEO’s use of the going concern basis of ac-
counting and based on the audit evidence obtained, wheth-
er a material uncertainty exists related to events or conditions
that may cast signicant doubt on the parent company’s or the
group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw atten-
tion in our auditor’s report to the related disclosures in the nan-
cial statements or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, fu-
ture events or conditions may cause the parent company or the
group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
nancial statements, including the disclosures, and whether the
nancial statements represent the underlying transactions and
events so that the nancial statements give a true and fair view.
• Obtain sucient appropriate audit evidence regarding the nan-
cial information of the entities or business activities within the
group to express an opinion on the consolidated nancial state-
ments. We are responsible for the direction, supervision and per-
formance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and signicant audit ndings, including any signicant deciencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regard-
ing independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with govern-
ance, we determine those matters that were of most signicance in
the audit of the nancial statements of the current period and are
therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclo-
sure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benets of such com-
munication.
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76
Other Reporting Requirements
Information on our audit engagement
We were rst appointed as auditors by the Annual General Meeting
on March 19, 2018, and our appointment represents a total period
of uninterrupted engagement of 5 years.
Other Information
The Board of Directors and the President and CEO are responsible
for the other information. The other information comprises the re-
port of the Board of Directors and the information included in the
Annual Report, but does not include the nancial statements and
our auditor’s report thereon. We have obtained the report of the
Board of Directors prior to the date of this auditor’s report, and the
Annual Report is expected to be made available to us after that
date. Our opinion on the nancial statements does not cover the
other information.
In connection with our audit of the nancial statements, our re-
sponsibility is to read the other information identied above and,
in doing so, consider whether the other information is materially
inconsistent with the nancial statements or our knowledge ob-
tained in the audit, or otherwise appears to be materially misstated.
With respect to the report of the Board of Directors, our responsi-
bility also includes considering whether the report of the Board of
Directors has been prepared in accordance with the applicable laws
and regulations.
In our opinion, the information in the report of the Board of Direc-
tors is consistent with the information in the nancial statements
and the report of the Board of Directors has been prepared in ac-
cordance with the applicable laws and regulations.
If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we con-
clude that there is a material misstatement of this other informa-
tion, we are required to report that fact. We have nothing to report
in this regard.
Helsinki, February 15, 2023
KPMG OY AB
Kirsi Jantunen
Authorized Public Accountant, KHT
76
Auditor's Report
Oriola Financial review 2022
77
Independent Auditor’s Reasonable Assurance Report on Oriola Corporation’s
ESEF Financial Statements
To the Board of Directors of Oriola Corporation
We have undertaken a reasonable assurance engagement in re-
spect of whether the consolidated nancial statements for the year
ended 31 December, 2022 included in the digital nancial state-
ments 549300UWB1AIR85BM957-2022-12-31-en.zip of Oriola Cor-
poration (Business ID 1999215-0) have been marked up with iXBRL
markups in accordance with the requirements of Article 4 of EU Del-
egated Regulation 2018/815 (ESEF RTS).
The Responsibility of the Board of Directors and Man-
aging Director
The Board of Directors and Managing Director are responsible for
preparing the report of the Board of Directors and nancial state-
ments (ESEF nancial statements) that comply with the require-
ments of ESEF RTS. This responsibility includes:
- preparation of ESEF nancial statements in XHTML format in ac-
cordance with Article 3 of the ESEF RTS
- marking up the primary statements and the notes to the consoli-
dated nancial statements, and the company identication data
included in the ESEF nancial statements with iXBRL tags in ac-
cordance with Article 4 of the ESEF RTS; and
- ensuring consistency between ESEF nancial statements and au-
dited nancial statements.
The Board of Directors and the Managing Director are also responsi-
ble for such internal control as they deem necessary to prepare the
ESEF nancial statements in accordance with the requirements of
the ESEF RTS.
Auditor’s Independence and Quality Control
We are independent of the company in accordance with the ethi-
cal requirements applicable in Finland, which apply to the engage-
ment we have performed, and we have fullled our other ethical re-
sponsibilities in accordance with these requirements.
The auditor applies International Standard on Quality Management
ISQM 1, which requires the rm to design, implement and operate a
system of quality management including policies or procedures re-
garding compliance with ethical requirements, professional stand-
ards and applicable legal and regulations requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility is
to express an opinion on whether the marking up of the consoli-
dated financial statements included in the ESEF financial state-
ments comply in all material respects with the Article 4 of the
ESEF RTS. We conducted our reasonable assurance engagement
in accordance with International Standard on Assurance Engage-
ments 3000.
The engagement involves procedures to obtain evidence whether;
- the primary statements of the consolidated nancial statements
included in the ESEF nancial statements are, in all material re-
spects, marked up with iXBRL tags in accordance with Article 4 of
the ESEF RTS, and;
- whether the notes to the consolidated nancial statements and
the company identication data included in the ESEF nancial
statements data, have been marked up, in all material respects,
with iXBRL tags in accordance with Article 4 of the ESEF RTS; and
- whether the ESEF nancial statements and the audited nancial
statements are consistent with each other.
The nature, timing and the extent of procedures selected depend
on practitioner’s judgement. This includes the assessment of the
risks of material departures from the requirements set out in the
ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sucient and ap-
propriate to provide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated nan-
cial statements, the notes to the consolidated nancial statements
and the company identication data included in the ESEF nan-
cial statements of Oriola Corporation identied as 549300UW-
B1AIR85BM957-2022-12-31-en.zip for the year ended 31 December,
2022 are, in all material respects, marked up in compliance with the
ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated nancial state-
ments of Oriola Corporation for the year ended 31 December, 2022
is set out in our Auditor’s Report dated 15 February, 2023. In this
report, we do not express any audit opinion or other assurance con-
clusion on the consolidated nancial statements.
Helsinki 24 February, 2023
KPMG OY AB
Kirsi Jantunen
Authorized Public Accountant, KHT
This document is an English translation of the Finnish Independent Auditor’s Reasonable Assurance report. Only the Finnish version of the report is legally binding.
77
ESEF assurance report
Oriola Financial review 2022
Oriola Corporation
Orionintie 5
P.O. Box 8
FI-02101 Espoo, Finland
www.oriola.com