Untitled

A year

in review.

ANNUAL REPORT 2022

Content

Introduction

Message from the chairman

and CEO

2022 Headlines

The perspective of our

independent directors

Gender diversity

Our values

Investing in future growth

2022 Financials

Circular economy

Annual review 2022

Corporate governance

statement

Remuneration report

Consolidated financial

statements

Campine now recycles

10 million car batteries

EACH YEAR

04INTRODUCTION

Recover.

Renew.

Repeat.

Campine is creating new material

solutions from waste. It’s our second

nature to care for people and planet

and to manufacture products which

protect people. Our processes and

procedures are immersed in a culture

of safety and responsibility.

About Campine

Campine is the only car battery recycler

in the Benelux. Each day, we prevent

more than 25,000 lead-acid batteries to

end up in landfills. We recycle the lead

and recover the acids.

Campine is – outside of China - the

largest producer of the most important

flame retardant used in plastics and

textiles called antimony trioxide. This

product, used in many household

and building materials yearly saves

thousands of lives by delaying or

extinguishing flames in fire incidents.

05INTRODUCTION

06MESSAGE FROM THE CHAIRMAN AND CEO

Message from the

chairman and CEO

That 2022 would be an exciting and promising year

for Campine became already clear in the rst quarter.

The high volumes and strong market demand, which

started in 2021, continued. The rising trend of metal

prices conrmed this feeling and the positive turn in

the negotiations for the acquisition of 2 battery and

1 plastic recycling plants in France fuelled the rising

expectations in the course of the rst year half.

However, what no one expected, were the sudden

global challenges that dampened economic progress,

resulting in renewed volatility. Although the impact

of the COVID-19 pandemic initially seemed under

control, Russia’s sudden attack on Ukraine gradually

had its impact from the summer onwards, resulting in a

serious energy crisis and skyrocketing inflation.

Campine booked a record result in the first half of the

year thanks to continued good volumes with strong

margins, good operational efficiency and relatively

high metal prices. The expectations for the following

months were such that a particularly good result for

2022 could be expected.

In the second semester, there was pressure on the

margins in the Specialty Chemicals division, as well as

the declining market demand resulting in a downward

trend in the antimony price. As far as the Circular

Metals division is concerned, the lead price increased

during the summer while market demand remained

good. Overall, staffing challenges due to illness

or occasional supply issues were tackled for both

divisions.

Patrick De Groote, chairman of the board

MESSAGE FROM THE CHAIRMAN AND CEO 07

The negotiations for the acquisition of 3 recycling

plants, in the context of the insolvency procedure of

the French Recylex group, were concluded positively.

Their integration into the Campine Group started as

of Q3. This acquisition is of strategic importance.

As a result, Campine doubled its recycling capacity

from 90,000 tons of used batteries to approximately

180,000 tons, making us the second largest recycling

company for lead-acid batteries in Europe. On top

of this, another important step was taken in our

circular vision, as our activities were expanded with a

polypropylene plastics recycling plant with a capacity

of 12,000 tons. This means not only a substantial

upstream expansion in the battery recycling value

chain, but also a diversification thanks to plastics

recovery.

Campine is now a real multi-material recycling group,

as we recycle plastics in addition to metals and

chemical additives. The 2 acquired battery breaking

factories enable us to achieve an increased material

recovery rate (MRR) which, according to the latest EU

regulations for lead battery reprocessing, should rise

to at least 80% by 2030. We now achieve this without

having to make large-scale investments. After applying

a fair value analysis according to IFRS accounting

standards, these acquisitions resulted in a one-time

non-cash effect of € 8 million accounting profit (before

tax). The integration of these factories in the Campine

group is one of the challenges for the coming months.

With the current management capacity and the

commitment of the local staff, we look forward to this

process with confidence.

The implementation of Campine’s strategic

plan continued in 2022 taking into account the

consequences of the COVID-19 pandemic and

the global political and socio-economic events.

Campine’s resilience in a year marked by uncertainty

and major crises was once again confirmed. Great

efforts were rewarded with success, both in the

core business (production of lead, antimony trioxide

and flame retardants) and in new business (metals

recovery, recycled plastic). This includes operational

efficiency, material and process know-how, purchasing

performance and opportunities in certain niche

markets. We progress towards our vision of zero-waste

in a circular economy by finding new material solutions

for post-consumer and industrial waste. Safety

remains our overall number one priority.

Campine has made further efforts in the past year to

achieve its ESG objectives. With its sustainability policy,

Campine distinguishes itself as an industrial pioneer,

by basing not only its recycled products but also its

entire business operations on ESG principles.

In particular regarding the protection of people

and the environment throughout the entire value

chain. Important work was done to monitor ESG

indicators on specific aspects that had already been

deployed in 2021, such as personal protection and

safety, sustainable business practices, responsible

sourcing, material reuse and recovery, clean air and

water. The general business trend is that more and

more customers are willing to pay a premium for

sustainability aspects. We experience this particularly

with our unique Re-gen product. This recycled

antimony trioxide is the only one available in the world

and we can hardly keep up with the demand. Because

of the recycling cost, the price of this product is usually

slightly higher than the virgin ATO and so we sell it at

a premium, which is easily paid by various customers

today.

“Campine distinguishes itself as an industrial

pioneer, by basing not only its recycled products

but also its entire business operations on ESG

principles.“

08MESSAGE FROM THE CHAIRMAN AND CEO

The outlook for the fi rst months of 2023 shows a

relatively stable demand composed out of a slightly

declining trend for the Specialty Chemicals division

and continued strong demand for Circular Metals.

Much will of course depend on the evolution of metal

prices in the coming months. A fi rst indication for Q1

2023 indicates a slight increase in the relevant metal

prices. Infl ation - even fears of recession - and the

war situation in Ukraine, the eff ect of US infl ation on

interest rates and the potential economic recovery

in China after the COVID-19 pandemic will further

determine our markets. Operationally, the integration

of the newly acquired factories in France is on the list

of priorities for Campine. Our current strategic plan will

be held against the light of socio-economic and geo-

political changes on a global level. Innovation and R&D

will continue to receive special attention, especially in

the context of customer-made product development

and services. Finally, the impact of infl ation and

changes in certain costs will be handled.

Campine’s excellent annual results for 2022 as well

as the successful acquisition and integration of the

3 factories in France would not have been possible

without effi cient team work in both Belgium and

France. The commitment of the management and all

staff , the contribution of our external advisors and

a wide range of other stakeholders as well as the

support of the board of directors and of the reference

shareholder were decisive in this. Our sincere thanks.

Patrick De Groote

chairman of the board of directors

Willem De Vos

CEO

Wim De Vos, CEO

092022 HEADLINES

2022

Headlines

Record profi t with an EBITDA of € 26.6 million.

(including acquistion valuation eff ect)

Campine acquires 2 battery recycling sites in

France from the Recylex group.

Campine diversifi es its recycling business

to plastics. The new “recycled Polymers”

unit recovers over 10,000 tons of PP out of

post-consumer waste.

Enhanced attention to safety allows Campine to

reduce its incidents and accidents severity rate to

far below the industry’s average.

Independent directors don’t have a confl ict of interest

with the companies where they serve. They bring

unique expertise, perspective, and background to the

boardroom table. And most importantly, they help

maintain an objective viewpoint during decision-

making.”

How does this translate concretely within Campine?

Like in everything@campine, we are very pragmatic and

always ensure that all our actions bring added value to

the company and its stakeholders.

Our two independent directors bring to the table

proven experience and expertise in various domains

such as fi nance, M&A, human resources, operations,

sustainability and leadership.

One of them is sitting on the strategy committee

where the key strategic orientations of the company

are defi ned and translated into a multiple years

business plan that serves as a compass for all key

business decisions that the board and the operational

management have to take.

The business plan is updated every 3 years but revised

each year, taking into consideration major new trends

in economic, environmental and social matters. In this

process the independent director is expected to feed

and challenge the refl ections of the strategy committee

- and ultimately the Board - with external insights and

perspectives.

The second independent director has a seat on the audit

committee that plays a critical role in all fi nancial and

risks matters. With the support of the external auditor,

the audit committee is digging deep into the quarterly

fi nancial results and forecasts and addresses key

matters such as fi nancing, investments, stock valuation,

10THE PERSPECTIVE OF OUR INDEPENDENT DIRECTORS

The perspective of our

independent directors

Dina Brughmans, independent director

The board of Campine is composed of 6 directors. Two

of them are independent directors.

But what is exactly an independent director?

“An independent director is a director who is not an

employee of the company and doesn’t hold a personal

stake in any of its business (e.g. stock ownership).

Instead, these directors serve on boards for many

diff erent reasons, often to provide leadership, improve

strategy and governance, help with succession

planning, and serve as liaisons between shareholders

and management.

11THE PERSPECTIVE OF OUR INDEPENDENT DIRECTORS

just to name a few. The audit committee meetings take

place in a very open and transparent atmosphere. All

questions are heard and addressed in an exhaustive

manner.

Just like the strategy committee, the audit committee

is an essential body that prepares critical topics that are

subsequently submitted to the board for fi nal debate and

decision.

Our two independent directors are also key members

of the remuneration committee, where all aspects

of compensation, successions, and retention of the

Campine management and employees are addressed.

People are very central to the considerations of this

committee; they deserve and receive the full attention of

all our directors.

Finally, it may be worth underlining that both our

independent directors are women. They bring a very

important diversity dimension to the Campine Board,

which is essential to the sound management of the

company.

Ann De Schepper, independent director

“Independent directors don’t have a confl ict of

interest with the companies where they serve.

They bring unique expertise, perspective, and

background to the boardroom table. And most

importantly, they help maintain an objective

viewpoint during decision-making.”

12GENDER DIVERSITY

Gender

diversity

As many other industrial sectors, the metallurgical

world in which Campine has its origins, has largely

been a “man’s world”. Not only in the board room,

but also in the factory, Campine aims to balance

this equilibrium, although such is not easy. With

ladies amongst others in the maintenance, process

engineering and logistics departments steps

towards more equal gender employment are set. We

asked several of our female employees how it is like

to work in this apparent “macho metals world”.

Below you’ll  nd an open talk with Nore, responsible

for quality and constantly active in the factory

amongst fellow workers, Els who, heading the

logistics department, deals with most if not all truck

drivers from around Europe and also Emilie,  nancial

controller in our French Villefranche factory.

How long have you been with the company?

Emilie already works 16 years for the company. She

joined (then still Recylex) after an internship in

corporate fi nance. At that time, due to the Recylex

fi nancial diffi culties, many functions had disappeared,

including controlling. At the end of her internship,

she was off ered the opportunity to re-establish this

function in the company.

Nore has been working at Campine for 5 years

now. During this period she held the position of

quality analyst. In January 2023 she was given the

opportunity to join a internal growth trajectory to

become process engineer.

Els started in the logistics department 17 years ago

as administrative support. 5 years ago she was given

the opportunity to become Chief Logistics. Together

with her team, she plans the incoming and outgoing

transports and guides drivers and external service

providers on a daily basis.

GENDER DIVERSITY 13

How do you look toward Campine in terms of

corporate sustainability elements? And what do you

think about Campine’s values?

“Campine is very committed to sustainability

and communicates easily on this subject with its

employees. From the very first day, the management

presented its commitments and vision to us. Beyond

the values themselves, it is important for every

employee to know them, to understand them and

to adhere to them. Campine’s has straight forward

values that make sense to us. They advocate respect,

efficiency and common sense.”

The metallurgical world is mostly dominated by

men, how do you cope with this? Does Campine give

enough attention to gender diversity?

“It’s true that the metallurgical world is a rather man’s

world. However, as there are a lot of women in the

administration services, Campine does not feel as a

man’s world.” according to Emilie.

“It goes without saying that in a production support

function you are indeed submerged in the men’s

world within Campine.” Nore explains. “But everyone

acknowledges that good communication is crucial in a

production environment. We never got the feeling that

we had to behave differently in our position because we

are women.”

Els elaborates: “Internally we have never been

confronted with difficulties or discrimination linked to

the fact that we are women. Colleagues are extremely

respectful and positions of responsibility are not

necessarily reserved for men. To avoid being walked

over as a woman, you sometimes have to be assertive

towards external parties which are predominantly

men.”

“At Campine we don’t relate to others differently

depending on whether they are men or women. We

pay attention to people’s behavior and skills rather

than to their gender. The only difference is that there

are stricter health standards for women, such as

biomonitoring levels. This is not always easy but we

notice that Campine facilitates female employment

through additional efforts. This shows that Campine is

concerned with gender diversity and tries to make as

little as possible distinction when filling a position.”

How did or do you and your colleagues experience

the integration with Campine? Does Campine give

enough attention to the cultural dierences?

Emilie states: “The integration was rather easy because

we were eager and happy to join the Campine group. And

we were very well received by our Belgian colleagues.

It’s a lot of changes though and it’s not easy. We must

question ourselves and accept to change our way

of working. We sometimes have heated discussions

but it’s always enriching, and it allows us all to move

forward and improve our processes by adopting

best practices. Campine is very attentive to cultural

differences, and everything is done to ensure that the

integration goes as smoothly as possible. We have been

working together for over six months now and got to

know each other so communication and understanding

are getting easier.

I feel very welcome and accepted by Campine. I think

that the Group wanted to keep the know-how and

skills. You can feel this daily. Indeed, the management

listens to us, takes our comments and experience into

account.”

14GENDER DIVERSITY

How do you look at your future within the company and what

would you like to realize in the coming years?

“Being part of a larger organization with a long-term vision and

development plans offers additional opportunities for growth.

We are currently reviewing our processes and tools to align with

Campine’s way of working. We need to automize and modernize.

This will allow me to spend less time collecting and producing

figures and more time analyzing them, so that I can help

management in its decision-making which is my real mission as

controller.

I want to feel good in the company and participate in its

development and success.”

“At the moment I have just entered a growth trajectory to become

a process engineer. In the short term, of course, I hope to be able

to familiarize myself with this new position. For the more distant

future, this position certainly offers me the opportunity to realize

further expansion within circular waste streams. Being able to

contribute to this sustainable process is a great future prospect

for me at Campine.”

“I am very positive about the future here. Campine really looks

forward. We expanded in France and we also invested in new

equipment in other departments in Belgium.

Due to this constant growth, I notice the expansion and renewal

of our logistics department. Who knows, perhaps there are

possibilities to organise shipments via the canal, along which we

are located.”

Nore

Els

Emilie

OUR VALUES 15

6 values that

define our

company

Safety is our first concern

We engage in those things where we

can make a significant contribution

We are not afraid to say no

We decide, act and finish

what we started

We keep things simple

We respect people and planet

16INVESTING IN FUTURE GROWTH

Investing

in future growth

Over the past few years, Campine has consistently

secured its future by realising a number of major

investments. Obsolete equipment was replaced or

refurbished and new “state of the art” installations

were built to increase production capacity and

improve e ciency. A number of major projects are

still planned for the upcoming period.

Current investment cycle

Undoubtably Campine is 100% committed to safety.

This is confi rmed a.o. by the automation project for

loading the converters with antimony blocks (2021).

Guided by an high-tech camera that accurately

detects the position of the 30 kg blocks, a robot picks

up the selected blocks and places them on a conveyor

belt which then takes care of further transport to the

reactors. Ergonomic problems and accidents due

to manual handling of blocks have been completely

eliminated thanks to this project. In addition, this

automation greatly improves the stability of the

process and the quality of the end product.

Replacing the old ingot line, to cast lead metal ingots,

with a new “state of the art” installation (2022) was

essential to guarantee a continuous production of

these “lead ingots”. The new line, which is equipped

with modern robot technology, has the double

capacity of the old line and is housed in a new and

spacious building. The platforms around the line and

the overhead crane covering the entire surface of

the building improve accessibility for both production

and maintenance personnel and signifi cantly

increase ergonomics and safety. The line is now fully

operational, but it remains necessary to solve the

remaining startup issues and fi ne-tune it further

in order to increase the operational effi ciency. The

demolition of the old ingot line frees up space to

expand our refi ning capacity even more.

In 2021, the business unit Metals Recovery installed

an innovative recycling line. The process and the

antimony trioxide recycling equipment itself were

developed in-house by our R&D and engineering

teams. This invention was rewarded with a € 1 million

subsidy by the Flemish Government as a circular

economy investment. Campine is now able to recover

large volumes of antimony trioxide from antimony

containing metal waste streams in a smart and

effi cient way.

Leo Cazaerck, Assets & Engineering director

INVESTING IN FUTURE GROWTH 17

In order to comply with the most recent legal

requirements regarding electrical installations, it

was necessary to revamp the entire medium and

low voltage distribution for the entire site (2022).

Transformers were replaced, new cables were laid,

switchboards were renewed and cabins added. The

connection with the power supplier was completely

refurbished and allows an increase of available power.

By using specialised construction techniques such as

controlled soil drilling, a smart planning of activities

and spreading the implementation over several years,

the impact on production activities was second to

none. This project was successfully finalised in 2022.

The new installations, based on the most modern

technology, are very reliable and meet very strict

safety standards. The expansion options also make this

project future-proof.

Future

To enable further growth of our Flame Retardant

Masterbatches BU and thus meet the increasing

demand for flame retardants, our “NeXt” project will

be developed. This project includes a new production

building and a new extrusion line with a higher

capacity. Much attention is paid to safety, ergonomics

and the use of energy-efficient engines and heating

techniques. By providing space in the building for 2

additional production lines, further expansion can be

realised easily in the future.

Thanks to the efforts of our own dedicated engineering

team in collaboration with the production departments

and the application of the right standards and project

methods, Campine continuously succeeds in realising

projects within the deadlines and budgets, even when

work has to be done in and around existing buildings

and installations, adding an extra dimension to the

complexity of the projects.

Finally, Campine’s long-term vision and business plan

form the basis for determining the right investments

and the associated timing. Undeniable proof that

Campine has a long and interesting future ahead of it.

“Campine’s long-term

vision and business

plan form the basis for

determining the right

investments and the

associated timing.”

2022 FINANCIALS 18

2022

Financials

TURNOVER

€ 317.4m

EBITDA

€ 26.6m

NET RESULT

€ 15.8m

SOLVABILITY RATIO

€ 47%

Metals Recovery

Lead

recycled Batteries

recycled Polymers

FR Masterbatches

Antimony trioxide

Circular Metals

Speciality Chemicals

TURNOVER PER BU

(rB AND rP ONLY FOR 6 MONTHS)

31%

15%

39%

61%

37%

OPERATIONAL EBITDA PER DIVISION

GERECYCLEERDE METALEN

■ Post-consumer afval ■ Industrieel afval ■ Primair materiaal

12%

78%

10%

MEER DAN 88% VAN ONZE INKOMENDE MATERIALEN

ZIJN AFVALPRODUCTEN

Circulaire

economie

CIRCULAIRE ECONOMIE 15

CIRCULAR ECONOMY 19

Circular

economy

Post-consumer waste

Industrial waste

Primary raw materials

IN ITS FACTORIES CAMPINE HAS CONVERTED 142 THOUSAND TONS

OF MATERIAL OF WHICH 91% IS POST-CONSUMER WASTE.

RECYCLED MATERIALS

91%

GERECYCLEERDE METALEN

■ Post-consumer afval ■ Industrieel afval ■ Primair materiaal

12%

78%

10%

MEER DAN 88% VAN ONZE INKOMENDE MATERIALEN

ZIJN AFVALPRODUCTEN

Circulaire

economie

CIRCULAIRE ECONOMIE 15

20ANNUAL REVIEW

Pb ATOMR FRMBrB rP

CIRCULAR METALS

DIVISION

SPECIALTY CHEMICALS

DIVISION

1. The leap forward

In 2022 Campine acquired an interesting set of

assets, including the key-personnel in the bankruptcy

proceedings from its French competitor Recylex. By

doing so Campine not only becomes Europe’s second

largest lead-acid battery reprocessing company, but

also diversifies into plastics recycling. In combination

with a strong operational year, this resulted in

historical record profits, with the EBITDA reaching €

26.6 mio.

The acquired assets consist of 2 lead-acid battery

breaker plants and a PP plastic recycling factory in

France. The effective volume of used batteries which

Campine now recycles amounts to 180 thousand tons

or the equivalent of 10 million car batteries per year.

This not only expands Campine’s feedstock reach

as we now collect used batteries in a much broader

region, but it also diversifies our sales into plastics

recycling.

The battery breaker activities in France are hosted

in a new business unit called ‘recycled Batteries’ and

are integrated in our Circular Metals division (formerly

Metals Recycling division) as it is an upstream addition

to its business. The plastics recycling company C2P

becomes Campine ‘recycled Polymers’ business unit

and is hosted in the Specialty Chemicals division, due

to its overlap in customers and technology with our

Flame Retardant Masterbatches BU (formerly Plastics

BU) in Beerse.

The board of directors of Campine nv reports to the shareholders on the company’s activities and results over the

financial year 2022. The consolidated annual accounts, the statutory annual accounts and this annual report were

approved by the board of directors on 10 March 2023 and will be presented to the general meeting of 24 May 2023.

Annual review

2022

ANNUAL REVIEW 21

The demand in the Specialty Chemicals division

remained extremely high until the 2022 summer,

normalized during autumn and weakened somewhat

further at year-end. The rise of antimony metal

prices which started mid 2020 came to its peak of

about $ 14,000/ton during the summer and reflected

the weakened demand by cooling down towards

$ 11,000 at year-end. The second semester was thus

rather difficult, as we had to cope with stock value

depreciations due to the lower market prices, which

put pressure on the margins.

In the Circular Metals division the demand remained

strong throughout the year 2022. The temporary

(or perhaps definite) closure of several lead smelter

competitor production plants, creates a relative

shortage of lead metal in Europe. The higher energy

prices, inflation and increased regulatory burden are

being absorbed by the complete supply chain: Campine

worked and is working with its suppliers and customers

to reach a balanced ‘new normal’. In comparison with

other metallurgical companies, the impact of energy

costs at Campine is limited.

Lead LME prices decreased in the 1st semester after

the onset of the Russia - Ukraine war, but recovered

toward year-end. Campine’s lead output levelled at

around 60,000 tons, somewhat limited due to the

ramp-up of newly installed equipment.

Both French ex-Recylex battery recycling plants were

transferred to Campine on July 7th and remained in

normal operation. The integration into the Campine

group really started after the summer shutdown and

ran smoothly according to plan. These operations are

now in full production.

Campine realised a total consolidated revenue of € 317.4

mio (including 6 months of revenue of the acquired

French plants) which is 40% higher than the € 226.3

mio in 2021. Excluding the acquisition ‘the like for like’

revenue comparison would be € 287.8 mio in 2022

compared to € 226.3 a year earlier (still +27%). The

higher revenue is mainly related to the higher volumes

and prices as the volumes remained almost equal.

The EBITDA increased from € 22.6 mio in 2021 to

€ 26.6 mio, which is 18% higher. This 2022 EBITDA

includes € 17.2 mio from the Belgian operations, the

acquired French operations contributed € 1.8 mio

and a one-time positive non-cash effect of € 7.6 mio

(before tax) as a result of the acquisition assimilation

under IFRS 3 accounting rules.

The net result (EAT) for 2022 amounted to € 15.8 mio

(including € 6.5 mio from the acquisition assimilation)

which represents a 17% increase compared to € 13.5

mio in 2020.

The acquisition was completely financed with own

cash. Our financial ratios continued to remain very solid

during 2022 despite the acquisition and increased

need for working capital (high material prices). The

solvency rate remains strong at 47% (equity/balance

sheet total). Our financial resources allow us to

continue financing future expansions and renewals.

Consolidated Consolidated 2022 thereof

in mio eur 2021 2022 BELGIUM

Acquired business

FRANCE

one-time IFRS

acquisiton effect

Revenue 226.3 317.4 287.8 29.6

EBITDA 22.6 26.6 17.2 1.8 7.6

Net Result 13.5 15.8 8.4 0.9 6.5

2. Group results

22ANNUAL REVIEW

Antimony free market 99.6% in $/ton en €/ton

Volume

18,500 ton

EBITDA

€ 6.4 mio

This division (business segment) is composed of

the business units Antimony trioxide (ATO), Flame

Retardant Masterbatches (FRMB) and recycled

Polymers (rP).

1. VOLUMES

The sales volume in the Specialty Chemicals division

grew with 18.5% to about 18,500 tons (including 3,400

tons of recycled polypropylene from the acquired

business).

2. REVENUE AND EBITDA

Revenue is strongly linked to the evolution of antimony

metal prices, hence our sales revenue increased

drastically in 2022. The average antimony Metal

Bulletin price in 2022 was $ 13,160/ton which is 18%

higher than in 2021, when the average price amounted

only to $ 11,187/ton. The 2022 revenue ended at € 153.5

mio (including € 6.2 mio from the acquired rP business)

which is 44% higher than the 106.4 mio a year earlier.

After a record fi rst year half, results suff ered in the

second semester due to declining demand and

lowering material prices. The EBITDA ended at € 6.4

mio, a decline with 47% from the € 12.2 mio a year

earlier. In 2021 Campine’s Specialty Chemicals business

indeed benefi tted from the continuous augmenting

material prices throughout the year, whilst in 2022 -

although prices were on a high level - such positive

eff ect was absent. The infl ation of wage and general

costs was included in the sales prices and mostly

accepted by the market.

3. Specialty Chemicals division

4.000

6.000

8.000

10.000

12.000

14.000

16.000

US$

€

23ANNUAL REVIEW

Lead LME cash/ton in $ and in €

Volume

91,800 ton

EBITDA

€ 12.5 mio

This division (business segment) is composed of the

business units Lead (Pb), Metals Recovery (MR) and

recycled Batteries (rB).

1. VOLUMES

We concluded the year with a sales volume of approx.

91,800 tons, which is an increase of 38% compared

to the 63,850 tons in 2021. The acquired French

business added sales of 26,300 tons battery fractions

and accounts for the majority of the growth. The lead

refi nery in Beerse had slightly lower output due to the

installation and startup of new equipment.

2. REVENUE AND EBITDA

The higher LME lead prices contributed positively

to the higher revenue and operational result. Our

margins are typically under pressure when the LME

has a downward trend but recover during upward

movements. This is also the case for the sales of the

battery fractions from the acquired business. As sales

prices are linked to the LME, it is more diffi cult to

pass on increased costs and infl ation to the market.

However, Campine was successful in negotiating new

contracts with its suppliers and customers to absorb

most of the higher expenses. The average LME price in

2022 was about € 2,040/ton, which is about 9% higher

than in 2021 (€ 1,870/ton).

The revenue increased by 38% to € 196.8 mio

(including € 29.6 mio from the acquired operations)

compared to 142.2 mio in 2021 whereas the EBITDA

grew to € 12.5 mio (including € 1.2 mio from the

acquisition) which is +20% compared to 2021 with

€ 10.5 mio.

4. Circular Metals division

1.250

1.500

1.750

2.000

2.250

2.500

2.750

€

24ANNUAL REVIEW

5. Perspectives for 2023

The demand in the Specialty Chemicals division is

gaining some ground in Q1 2023 compared to the weak

sales at the end of 2022, although we expect the first

semester sales volume still to be below previous years.

We have however been able to maintain our margins

and as antimony metal prices are increasing again (due

to tight ore concentrates supply in Asia), we expect

positive stock value impacts. In general, demand for

flame retardant products and recycled PP continues to

grow.

In our Circular Metals division lead LME prices lingered

on average around or above € 2,000/ton and we

expect prices to remain at this level. New purchase and

sales contracts at improved conditions should have a

positive impact in the course of the year and allow to

absorb the higher labour and energy costs. Demand

for lead remains good and we expect the replacement

investments carried out in 2022 to allow higher output

and efficiencies.

In 2023 Campine will focus on the further integration

of the acquired operations and implement some

synergies. The combination of the acquired business is

leading to new opportunities and broadens Campine’s

selling proposition. We already hope to see a positive

impact of this during 2023, in which we will also

consolidate the full year revenues and returns of the

new French assets.

6. Diversity policy

Our workforce is one of the key-factors to our success.

Each employee is unique thanks to his/her personal

and specific knowledge, life experience, talents and

other characteristics. In case of vacancies everyone is

assessed equally regardless of gender, believe or origin.

Based on our diversity policy we have built up a strong

workforce with complementary teams. There are men

and women of different nationalities, age, thoughts

and belief …

Campine also complies with the corporate governance

legislation regarding gender diversity in the board of

directors.

7. Corporate matters

SIGNIFICANT EVENTS AFTER THE CLOSE

OF THE YEAR

On March 8th, 2023 the European General Court of the

EU decided in favour of Campine in the case of Campine

against the EC for interest refund. Campine claimed

back € 300 K of interest based on the 2019 judgement

of Campine’s limited involvement in the battery case.

No other significant events occurred after the close of

the year.

USE OF FINANCIAL INSTRUMENTS BY THE COMPANY,

TO THE EXTENT THAT THESE ARE SIGNIFICANT IN

EVALUATING ITS ASSETS, LIABILITIES, FINANCIAL

SITUATION AND EARNINGS

No deviating valuation rules have been used compared

to the standard IFRS rules. For a detailed description

of the valuation rules we refer to our “Consolidated

financial statements 2022 – 5.2.6 Financial

instruments”.

CIRCUMSTANCES WHICH COULD SIGNIFICANTLY

INFLUENCE THE DEVELOPMENT OF THE COMPANY

There were no changes in circumstances which

could substantially influence the development of the

company.

RESEARCH AND DEVELOPMENT

Research and development is a constant theme in

the improvement of the mastering of our production

processes and the applicability of our products in

specific markets. In each business unit, research

projects were started up in collaboration with

customers to develop new innovative products.

DIVIDEND

The board proposes that the company pays a gross

dividend of € 2.50 per share, amounting to a total of

€ 3.750 mio based on the 2022 result. This dividend

reflects the policy to distribute 1/3 of the net result,

this time taking into account the operational results

and excluding the one-time non-cash effect from the

acquisition. A dividend of € 4.2 mio was paid on the

basis of the 2021 result.

STATUTORY AUDITOR

For the audit and non-audit services, a total of

€ 233,500 in fees excluding VAT and customary

expenses has been approved by Campine NV and

subsidiaries to the statutory auditor and his network.

ANNUAL REVIEW 25

The non-audit services in this amounted to € 56,000,

of which € 11,000 were performed and invoiced by the

statutory auditor’s network.

DISCHARGE TO DIRECTORS AND STATUTORY

AUDITOR

The board of directors proposes granting discharge to

all directors and the statutory auditor in respect of the

exercise of their mandates in 2022.

STATUTORY APPOINTMENTS

See composition board of directors.

8. Fairness statement

The board of directors declares that to the best of their

knowledge:

• the financial statements, prepared in accordance

with the IFRS as adopted by the European Union,

give a true and fair view of the assets, liabilities,

financial position and the results of the company,

including its consolidated subsidiaries;

• the annual report gives a true and fair view of

the development and results of the company,

including its consolidated subsidiaries, together

with a description of principal risks and

uncertainties that they face.

• the tagging of the annual financial report,

executed in accordance with the ESEF-format

according to the regulatory technical standards

set by the European Delegated Regulation, gives

a true and fair view of the financial statements of

the company.

26CORPORATE GOVERNANCE STATEMENT

Corporate

governance statement

Campine’s corporate governance charter is established

in accordance with the principles of the Belgian

Corporate Governance Code 2020. This code can be

found on the website of the Commission Corporate

Governance (www.corporategovernancecommittee.

be). Our charter describes amongst others the

current procedures and rules regarding corporate

governance, the functioning of the board of directors

and its committees (audit committee, nomination &

remuneration committee and strategy committee). Our

charter was adjusted in compliance with the new Code

2020. It is updated in case of changes to the Belgian

Corporate Governance Code or to Campine’s corporate

governance model. The current version was approved

by the board of directors on 10 March 2023. Our charter

can be found on the website (www.campine.com) at

‘Investors/Shareholder information’.

This corporate governance statement mentions the

actual implementation of our corporate governance

charter in 2022. It is established in accordance with the

‘comply or explain’-principles. The recommendations

3.4 and 4.3 of the Corporate Governance Code are

only partially followed. The explanation for these

deviations can be found further in this Statement.

The recommendations 7.6 and 7.9 of the Corporate

Governance Code are not followed. The explanation for

this can be found further in the remuneration report.

1. Corporate capital and

shareholding

1.1. CORPORATE CAPITAL

The corporate capital is set at 4,000,000 €

represented by 1,500,000 shares without nominal

value. The capital is fully paid up. One share represents

one vote. There are no statutory nor legal restrictions

regarding the transfer of shares, no special voting

rights nor shareholders’ agreements.

1.2. SHAREHOLDING STRUCTURE ON BALANCE

SHEET DATE

The ultimate parent of the group is the F.W. Hempel

Familienstiftung. The ultimate controlling person is Mr

Friedrich-Wilhelm Hempel.

The remaining shares (28.14%) are, as far as the

company knows, held by the public. The company

has until now not received any notices from other

shareholders, who are compelled to disclose their

shareholdings pursuant to Belgian law governing the

notification of major shareholdings.

Public takeover bid

Proceedings in case of a public takeover bid are

mentioned in articles 7 (Authorised capital) and 12

(Acquisition of own shares) of the articles of association.

Rules regarding the exercise of the voting rights

Rules regarding the exercise of the voting rights are

mentioned in article 10 (Exercise of the rights attached to

the shares) of the articles of association. No shareholder

has any special rights. There are no statutory restrictions

regarding the exercise of voting rights.

2. The board of Directors

2.1 COMPOSITION

Rules for the appointment and replacement of the

directors are mentioned in articles 13 (Composition

of the board of directors) and 14 (Premature vacancy)

Name

Number

of shares

% of the

voting

rights

F.W. Hempel Metallurgical GmbH

Weißensteinstraße 70,

46149 Oberhausen,

Germany

1,077,900 71.86%

27CORPORATE GOVERNANCE STATEMENT

of the articles of association. On 12/31/2022 the

Company’s board was composed of six members,

being one executive director and five non-executive

directors, of whom are two independent directors.

DELOX BV, chairman of the board

• Non-executive director represented by its

permanent representative Mr Patrick De Groote

(appointed on 05/28/2019 for a period of 4 years)

and hereafter referred to as “DELOX”. A proposal to

renew the mandate of DELOX BV, represented by

its permanent representative Mr Patrick De Groote

for a period of 4 years will be submitted to the

general meeting.

• Director of various companies.

Friedrich-Wilhelm Hempel

• Non-executive director (appointed on 05/26/2021

for a period of 4 years).

• Shareholder and director of various private

companies in Europe.

Hans-Rudolf Orgs

• Non-executive director (appointed on 05/25/2022

for a period of 4 years).

• Managing director of the holding company F.W.

Hempel & Co Erze & Metalle.

FLG BELGIUM SRL

• Non-executive and independent director

represented by its permanent representative Ms

Dina Brughmans (appointed on 05/26/2021 for a

period of 4 years) and hereafter referred to as “FLG

BELGIUM”.

• HR and Change Management senior Advisor.

YASS BV

• Non-executive and independent director

represented by its permanent representative Ms

Ann De Schepper (appointed on 05/27/2020 for

a period of 3 years) and hereafter referred to as

“YASS”. A proposal to renew the mandate of YASS

BV, represented by its permanent representative

Ms Ann De Schepper for a period of 4 years will be

submitted to the general meeting.

• CEO, Agilitas Group.

ZENDICS BV

• Managing director represented by its permanent

representative Mr Willem De Vos (appointed on

05/28/2019 for a period of 4 years) and hereafter

referred to as “ZENDICS”. A proposal to renew

the mandate of ZENDICS BV, represented by its

permanent representative Mr Willem De Vos for a

period of 4 years will be submitted to the general

meeting.

• Director and advisor to boards of various companies.

None of the directors has an additional mandate in a

Belgian company listed on the stock exchange.;

Campine applies the independence criteria as

mentioned in our corporate governance charter. The

independent directors declare that they comply with

art. 7:87 §1 of the Belgian Code on Companies and

Associations.

The Corporate Governance Code 2020 (art 3.4)

requires that the board should comprise at least three

independent directors. In view of the limited size of the

board – which consists of 6 directors in total - there

were 2 independent directors on 12/31/22. This number

represents one third of the total number of directors.

The board is of the opinion that this ratio is sufficient.

With a 6-person board of directors we have efficient

decision-making whilst all directors can largely

contribute to the discussions with their experience and

knowledge.

Diversity policy: There are currently two female

directors, which represents one third of the total

number of directors. In composing the board, we

ensure that the directors have a complementary set of

competences and talents. All genders are considered

equal in case of vacancies. Thanks to our diversity

policy, our board of directors is a compact yet divers

group of men and women of different nationalities, age,

thoughts and belief …

28CORPORATE GOVERNANCE STATEMENT

At the start of the nomination process, the nomination

& remuneration committee draws up a profile - based

on an evaluation of skills, experience and knowledge –

which the candidates must meet.

Ms Karin Leysen acts as company secretary. She

assists the board in most compliance matters and

makes sure the board adheres to its obligations under

the law, the Articles of Association and the internal

rules and regulations.

2.2 FUNCTIONING

The board meets on average four times a year.

This frequency enables the board to keep regular

and continuous track of the consolidated and

unconsolidated results, the general state of

business and developments at both Campine

and its subsidiaries, investment programmes of

Campine, acquisitions and divestments by the Group,

development of the management, etc. The board

shall be called by the chairman or the managing

director whenever the company’s corporate interest

so requires. Upon request of at least two directors

additional meetings are convened.

The board of directors met 5 times in 2022:

The following subjects were discussed:

• Strategy.

• Results of Campine and its subsidiaries Campine

Recycling, Campine France and Campine recycled

Polymers (formerly C2P)

• Evaluation of last and current year’s budget.

• Determination of next year’s budget.

• Composition and evaluation of the board of

directors.

• Approval of new investments.

• Evaluation of running and completed investments.

• Determination of the annual accounts for approval

by the general meeting.

• Composition of the annual report to the general

meeting.

• Composition remuneration report to the general

meeting.

• Approval of the invitation of the general meeting.

• Approval of press releases to be published.

• Proposal of the nominations to the general

meeting.

• Evaluation and determination of the risk position

of lead and antimony, credit risk.

• Evaluation of the general risks and exposures to

risks.

• Credit loans and bank balances.

• Status of the different business units.

• Status: personnel and organisation.

• Status: safety, health and environment.

2.3 EVALUATION

Campine has historically opted for a ‘one-tier’

governance structure with a board of directors. In

view of the acquisition in France early July 2022, this

structure was evaluated and confirmed by the board

in December 2022. At least every five years, the board

will assess this structure. If this structure is considered

as not appropriate anymore, it will propose a new

governance structure to the general meeting.

Every 3 years the functioning of the board, its

committees, the chairman and the individual directors

are evaluated in the framework of good corporate

governance practices. Formal evaluation interviews

covering the functioning in the period 1/1/2019 to

31/12/2021 have been held with the directors and with

selected individuals of the executive management

team and the company secretary, covering the

following headlines:

• Composition and quality of the board.

• Understanding the business and risks.

• Processes and procedures.

• Specialized committees: audit, nomination/

remuneration and strategy.

• ESG (Environmental - Social responsibility -

Governance).

• Interaction and communication with executive

management team and company secretary.

• Recommended actions for the next evaluation

period.

02/25/2022

03/11/2022

05/25/2022

08/26/2022

12/15/2022

DELOX

    

ZENDICS

    

F.-W. HEMPEL

  



H.-R. ORGS

   

YASS

    

FLG BELGIUM

    

29CORPORATE GOVERNANCE STATEMENT

In summary there is a unanimous feeling of good

functioning of the board with freedom of speech

and in line with corporate governance rules. Recent

developments concerning ESG matters are either

covered or under preparation. Recommendations

for points of attention in the coming years relate to

persistent safety policy, ESG reporting, cyber-security,

focus on long term strategy, retention plan for senior

management and information/learning sessions for

directors on governance developments in the market.

Evaluation of the interaction with the executive

management team

The various members of the executive management

team are regularly invited to the meetings of the

board of directors and the committees during

which they present specific aspects regarding their

responsibilities. They also have the opportunity to

consult with the non-executive directors. Everyone

considers this active interaction between the

executive management team and the board of

directors positive.

3. Board committees

3.1 THE NOMINATION & REMUNERATION

COMMITTEE

The nomination & remuneration committee (acting

as a remuneration committee within the meaning of

article 7:100 of the Belgian Code on Companies and

Associations) assists the board in all matters related

to the appointment and remuneration of the directors

and the executive management team.

The nomination & remuneration committee advises

the board regarding adjustments to the remuneration

policy, prepares the remuneration report and clarifies it

during the general meeting.

The managing director participates in the committee

with an advisory vote, each time the nomination

& remuneration committee is dealing with the

remuneration of the members of the executive

management team and when the committee invites him.

On 12/31/2022 the nomination & remuneration

committee consisted of the chairman of the board

(DELOX), the independent director FLG BELGIUM and

the independent director YASS.

All members have the necessary expertise in the field of

remuneration as a result of their yearlong experience in

the business environment and in business associations.

The nomination & remuneration committee met twice

times in 2022:

The following subjects were discussed:

• Composition of the board of directors.

• Nomination board members.

• Preparation of the remuneration report for the

board.

• Director’s remuneration: tantième and director’s

remuneration.

• Composition, evaluation and remuneration of the

executive management team.

• Evaluation and functioning of the board

committees and directors.

3.2 THE AUDIT COMMITTEE

The audit committee has, at least, the following tasks:

• Monitoring the financial reporting process.

• Monitoring the effectiveness of the company’s

internal control and risk management systems.

• Monitoring the internal audit and its effectiveness.

• Monitoring the statutory audit of the annual and

consolidated accounts, including any follow-up on

any questions and recommendations made by the

statutory auditor.

• Reviewing and monitoring the independence of

the statutory auditor, in particular regarding the

provision of additional services to the company.

• Risk management of the company.

Furthermore, the audit committee monitors the

functioning of the executive management team. The

audit committee reports all matters in respect of which

it considers that action or improvement is needed to

the board.

02/24/2022

12/15/2022

DELOX

 

YASS

 

FLG BELGIUM

 

On 12/31/2022 the audit committee consisted of Mr

H.-R. Orgs and the independent director FLG Belgium.

The Group complies with the requirements of the law

and confirms that the independent directors comply

with the law as to independence and competence

criteria in the field of accounting and audit thanks to

their extensive experience in a production environment

and broad knowledge of finance and metal trading.

Pursuant to the Corporate Governance Code 2020

(article 4.3) each committee should have at least three

members. In 2022, the audit committee only consisted

of two directors – of which one independent director -

due to the limited size of the company and the board of

directors. The CEO and the CFO are invited to join each

audit committee meeting.

In 2022, the audit committee met 5 times in the

presence of the statutory auditor.

The following subjects were discussed:

• Evaluation of the results of the current year.

• Preparation of the credit risk for the board.

• Preparation of the risk position of lead and

antimony for the board.

• Risk analysis ‘market risks’.

• Examination of the year and half-year figures

and evaluation of the accounting estimates

and judgements as a result of the closure of the

financial year.

• Further transformation of the annual results as to

ESEF-regulations.

• Internal control.

• Examination legal cases.

• Preparation of next year’s budget for the board.

• Evaluation of the current budget.

• Press releases to be published: year results, half-

year results …

3.3 THE STRATEGY COMMITTEE

The strategy committee assists the board in all matters

related to the general management of the company

and its subsidiaries.

On 12/31/2022 the strategy committee consisted of

the director DELOX, the independent director YASS and

the managing director ZENDICS.

In 2022, the strategy committee met once: on 2

December 2022. All members (DELOX, ZENDICS and

YASS) were present.

The following subjects were discussed:

• Update of the business plan.

• The long term strategy and developments per

division

• The development of new markets and products.

The committee’s regulations can be found in annex of

our corporate governance charter.

4. Executive management team

4.1 COMPOSITION

02/22/2022

05/19/2022

08/23/2022

11/23/2022

12/07/2022

H.-R. ORGS

    

FLG BELGIUM

    

Willem De Vos as permanent representative of

ZENDICS BV managing director /

Chief Operating Decision Maker

Leo Cazaerck Assets & Engineering director

Nicolas De Backer

Managing director France and

Group Supply Chain director

Hilde Goovaerts Sustainability director

Jan Keuppens Chief Financial officer

Hans Vercammen division director Specialty Chemicals

David Wijmans division director Circular Metals

CORPORATE GOVERNANCE STATEMENT

4.2 FUNCTIONING

The managing director’s responsibilities include

developing and monitoring of the business plans for

each business unit, as approved by the board, the

implementation of the decisions of the board and the

setting up of the necessary investment programmes,

which are then presented to the board for approval.

Furthermore, the managing director ensures that

valid legislation is respected and that the company

works in compliance with all valid safety, health and

environmental regulations.

The managing director is assisted by the executive

management team. The executive management team

reports to the managing director and enables the

managing director to properly perform his duties of

daily management.

5. Internal control and risk

management system

Campine organises the management of internal control

and corporate risks by defining its control environment

(general framework), identifying and classifying the

main risks to which it is exposed, analysing its level of

control of these risks and organising ‘control of control’.

It also pays particular attention to the reliability of the

financial reporting and communication process.

5.1 CONTROL ENVIRONMENT

• Company organisation: The company is

organised into a number of departments as set

out in an organisation chart. Each person has

a job description. There is a power of attorney

procedure. The company’s representation in

different areas like human resources, purchase,

sales, is integrated in the ‘internal powers’

document. In cases where the ‘potential’ risks

as a result of commitments taken, can fluctuate

due to price volatility of the product (energy, raw

materials, foreign currency, …) specific procedures

apply. Management control is the responsibility

of the controllers. The Chief Financial officer is in

charge of organising the risk management.

• Organisation of internal control: The audit

committee has a specific duty in terms of internal

control and corporate risk management. The audit

committee annually carries out an analysis of risks

and associated action plans for which an external

party examines a specific process/part in detail.

Detailed information regarding the activities of

the audit committee can be found under item 3.2

above mentioned and in our corporate governance

charter.

• Ethics: In 2006 the board of directors has drawn

up our corporate governance charter and code of

conduct (annex of our charter). The current version

can be consulted on the website of Campine

(www.campine.com). The board checked whether

the code of conduct is complied with and is of the

opinion that all persons concerned respect the

code of conduct.

5.2 RISK ANALYSIS AND CONTROL ACTIVITIES

All processes, from administration to effective

production, are managed in a documented management

system that is based on the different risk analyses

systems. The risks regarding safety, health, environment

& quality are inventoried, evaluated, managed and

controlled in a dynamic way based on ‘continuous

improvement’. The audit committee reviews the risk

analysis twice a year. The main risks are described in the

note ‘market risks’ in the annual report.

Major risks and uncertainties inherent to the sector.

The management aims to tackle these in a constructive

way and pays particular attention to:

• Fluctuations of the prices of raw materials and

metal; Prices fluctuate as a result of changing

supply and/or demand of raw materials and end

products, but also because of pure speculation.

• Fluctuations in availability and cost of the energy.

• Changes in regulations (Flemish, Belgian,

European and global) in the field of environment

and safety/health including legislation related to

sale (REACH) and storage (SEVESO) of chemical

products.

• Market risks include interest risk,(see note 5.26.1),

foreign exchange risk (see note 5.26.2 and

valuation rule 5.2.5), price risk (see note 5.26.3)

and credit risk (see note 5.13.1);

• Global pandemic or disease outbreak could affect

market demand and supply and metal prices (eg

COVID-19). Major area of focus and concern are:

· Health & well-being and availability of

personnel.

· Interruptions of production and disruptions in

the supply chain.

• So far the current conflict between Russia and

Ukraine has had no impact on Campine’s activities.

CORPORATE GOVERNANCE STATEMENT

There are no direct purchases or sales to Ukraine

and Russia. Russia is an important producer (and

exporter) of antimony ore (mainly to China), but

there is also little change in the antimony metal

market. The macroeconomic impact of this crisis

in the field of energy prices and inflation obviously

has consequences for the global economy.

Campine passes on these higher energy costs and

inflation in its prices. Campine expects little or no

further impact on its business in the short term,

but is closely monitoring this situation.

5.3 FINANCIAL INFORMATION AND

COMMUNICATION

The process of establishing financial information is

organised as follows:

A planning chart sets out the tasks with deadlines to

be completed for the monthly, half-yearly and annual

closures of the company and its subsidiaries. Campine

has a checklist of actions to be followed up by the

financial department. The accounts team produces the

accounting figures under the supervision of the Chief

Financial officer. The controllers check the validity of

these figures and produce the reporting. The figures

are checked using the following techniques:

• Coherence tests by comparison with historical or

budget figures.

• Sample checks of transactions according to their

materiality.

5.4 SUPERVISION AND ASSESSMENT OF

INTERNAL CONTROL

The quality of internal control is assessed over the

fiscal year:

• By the audit committee. Over the fiscal year, the

audit committee reviewed the half-yearly closure

and the specific accounting methods. It also

reviewed the disputes and main risks facing the

company.

• By the auditor in the context of their review

of the half-yearly and annual accounts. When

appropriate, the auditor makes recommendations

concerning the keeping of the financial

statements.

• By the board of directors in the context of the day-

to-day management. Furthermore, the board of

directors supervises the performance of the duties

of the audit committee in that connection, notably

through that committee’s reporting.

5.5 DEALING CODE REGARDING TRANSACTIONS

OF THE COMPANY’S SHARES

The dealing code – part of our code of conduct –

stipulates the rules regarding transactions of shares

of the company. In compliance with the Regulation

(EU 596/2014 of the European parliament and of

the council of 16 April 2014 on market abuse (market

abuse regulation), it sets limitations for ‘key-persons’

regarding transactions in specific periods (‘closed

periods’ and ‘prohibited periods’) and imposes a

disclosure obligation to the FSMA and our compliance

officer in case of transactions outside these periods.

The board of directors has appointed Mr Willem De Vos

as compliance officer.

5.6 TRANSACTIONS COVERED BY THE LEGAL

PROVISION ON CONFLICTS OF INTEREST

All related party transactions are conducted on

a business base and in accordance with all legal

requirements and our corporate governance charter.

During the financial year no conflict of interest (Articles

7:96 and 7:97 of the Belgian Code on Companies and

Associations) occurred.

CORPORATE GOVERNANCE STATEMENT

33REMUNERATION REPORT

Remuneration report

1. Remuneration policy

The remuneration policy mentions the basic principles

of the remuneration of the board of directors, the

managing director, the executive management

team and all other employees of the company. The

remuneration policy is approved by the general

meeting at least every 4 years and at any material

change.

The principle of our remuneration policy aims to

pay the directors and our employees in line with

the market conditions with a basic remuneration. In

addition, each employee is incentivised with a variable

salary, depending on personal and group objectives

(both short and long term) to be achieved and their

performance in relation to our values.

Campine also implemented a job classification and

evaluation system in which each employee is classified

according to his/her job and experience. The evolution

of the fixed remuneration of each employee is based on

this system.

Both the directors’ fees as the base remuneration and

variable compensation of the executive management

are regularly benchmarked with the market, the

evolution of such compensations at companies of

similar size and complexity and within the sectors in

which Campine operates.

The variable remuneration ensures that the results

of the company are in line with the objectives and

strategy of the company. Some of the objectives

take into account the long-term development of the

company.

In addition to their basic remuneration, the non-

executive directors can also benefit from a tantième

when the company achieves a basic profitability.

Appreciation of employees and their performance

is crucial in motivating our employees. In addition

to ensuring the most pleasant working environment

possible, we offer opportunities for personal and

professional development, we organise team buildings

at all levels, social activities after working hours, etc.

INTRODUCTION LONG TERM INCENTIVE PLAN

The board proposes to introduce a Long Term Incentive

plan (LTI plan) for the management. Such plan should

improve the retention of senior management and

key-personnel and allow for extra compensation if the

company continues its profitable growth. The LTI plan

will have a 5 year span and will be based on financial

and sustainability KPI’s.

NON-EXECUTIVE DIRECTORS

The remuneration of the non-executive directors and

the chairman is set in the articles of association of the

company – which are approved by the extraordinary

meeting of shareholders held in 2019.

This remuneration consists of:

• The director’s remuneration which is paid in

the related financial year for the performance

of their mandate as to article 23. The directors

who fulfil their mandate for the entire financial

year, receive a compensation which amounts for

the financial year 2019 to twenty thousand euro

(€ 20.000) gross, gross irrespective of any profits

made or losses sustained by the company. The

aforementioned amount is automatically increased

by two hundred and fifty euro (€ 250) on the first

day of each new financial year. The chairman of

the board of directors who fulfils his mandate for

the entire financial year, receives a compensation

which amounts for the financial year 2019 to forty

thousand euro (€ 40.000) gross irrespective of any

profits made or losses sustained by the company.

The aforementioned amount is automatically

increased by five hundred euro (€ 500) on the

first day of each new financial year. Directors who

did not fulfil their mandate for the entire financial

year will be paid on a pro rata basis of full months

performed.

34REMUNERATION REPORT

• The additional compensation which is paid in

the related financial year for participating in the

meetings of the different board committees, as set

in article 23: The members of the audit committee,

strategy committee and nomination and

remuneration committee receive for the financial

year 2019 each a compensation which amounts to

one thousand two hundred and fifty euro (€ 1,250)

per attended meeting unless the meeting of a

committee is held immediately prior to or after

a board meeting or unless the meeting is held

per telephone conference. The aforementioned

amount is automatically increased by twenty five

euro (€ 25) on the first day of each new financial

year. Directors who are invited to a meeting of

a committee of which they are not members

receive in 2019 a compensation of one thousand

two hundred and fifty euros (€ 1,250) per meeting

in which they participate, unless the meeting of

the committee takes place immediately after or

before a meeting of the board of directors or if the

meeting is held by telephone. The aforementioned

amount of € 1,250 will automatically be increased

by € 25 on the first day of each financial year.

• The tantième which is paid the year following

the related financial year as set in article 39 of

the articles of association: If the company’s net

profit amounts to one and a half million euro

(€ 1,500,000) or more after deduction of taxes

and part of the legal reserve capital, a tantième of

fifteen thousand euro (€ 15,000) will be granted to

each director with the exception of the managing

director as he is already compensated in his

capacity of managing director. Only the directors

that have served on the board of directors for at

least six months during the financial year to which

this tantième relates are entitled to the tantième

and not pro rata the term of their mandate in the

relevant financial year. Directors having served less

than six months on the board during the relevant

financial year will not be entitled to any tantième

unless the annual shareholders’ meeting decides

otherwise. The managing director may receive a

tantième as stipulated in this article in the event

the annual shareholders’ meeting decides so upon

proposition of the board of directors and such

by separate vote. The tantième granted to the

chairman of the board of directors will amount to

the double of the tantième granted to the directors

in accordance with this paragraph.

If in a specific case, the board of directors requests

the assistance of a director, the latter is entitled to a

remuneration for actual working hours and expenses

made.

Non-executive directors did not receive any shares,

share options or other rights to acquire shares of the

company or group nor any benefits in kind nor do they

participate in a pension plan.

Pursuant to the Corporate Governance Code 2020

(article 7.6) the non-executive directors should receive

part of their remuneration in the form of shares in

the company. Campine’s board of director decided to

not do so for the time being. The possibilities to trade

shares are somewhat limited in time given the potential

risks of inside information and market abuse at a rather

small-scale company like Campine.

MANAGING DIRECTOR AND OTHER MEMBERS OF THE

EXECUTIVE MANAGEMENT TEAM

The obligation mentioned in articles 7:91 and 7:121

of the Belgian Code on Companies and Associations

does not apply to executive directors, the persons

who, alone or together, are charged with the day-

today management and other leaders of the company

mentioned in article 3:6 of the Belgian Code on

Companies and Associations.

Pursuant to article 7.9 of the Corporate Governance

Code 2020, the board of directors should set a

minimum threshold of shares to be held by the

executives. Campine’s board of directors decided to

not set this for the time being; the possibilities to trade

shares are somewhat limited in time given the potential

risks of inside information and market abuse at a rather

small-scale company like Campine.

MANAGING DIRECTOR

The board of directors decides upon the remuneration

of the managing director within the remuneration

policy approved by the general meeting. The board

oversees that the performance of the above is related

to the continuity and long-term results of the company

and that their remuneration is in relation to their

performance and in the interest of all stakeholders.

The managing director does not receive any

compensation for his duty as mere director. As to

article 23 of the articles of association, the managing

director may be granted a compensation if the annual

REMUNERATION REPORT 35

shareholders’ meeting agrees to this by separate vote

upon proposition of the board of directors.

The managing director’s remuneration for the execution

of his function consisting of both a fixed and a variable

compensation is based on market references.

The variable part consists of:

• A non-financial component (limited to 10% of the

gross annual remuneration).

• A financial result-related component (limited to

€ 100 K).

The objectives linked to the variable part of the

remuneration are set by the board of directors after

recommendation of the nomination & remuneration

committee. The objectives are set up annually and

apply for the entire financial year and some possibly

over multiple financial years. The choice of objectives

can change every year depending on economic

circumstances, regulations, organisation, strategy and

other factors.

The nomination & remuneration committee assesses

the performance of the managing director including

the realisation of the criteria to obtain the variable

remuneration and submits this assessment to the

board of directors for approval.

During a board meeting – where the managing director

is not present – the chairman of the nomination &

remuneration committee informs the members about

this assessment which is consequently discussed.

The managing director does not participate in a group

and health insurance nor in any pension plan.

Other benefits are a monthly lump sum – which is indexed

annually - for the reimbursement of all renting costs and

daily travel costs. Furthermore all costs incurred for the

execution of the function are reimbursed.

The contractual terms of hiring and termination

arrangements of the managing director do not provide

any specific compensation commitments, other than a

term of notice of 12 months.

The company has no right to reclaim the variable

remuneration when the variable remuneration was

granted to the managing director based on incorrect

financial data.

OTHER MEMBERS OF THE EXECUTIVE

MANAGEMENT TEAM

The nomination & remuneration committee – in

consultation with the managing director - advises

on the nomination, remuneration and removal of the

members of the executive management team within

the remuneration policy approved by the general

meeting. The board oversees that the performance of

the above is related to the continuity and long-term

results of the company and that their remuneration is

in relation to their performance and in the interest of all

stakeholders.

The remuneration of the members of the executive

management team, consisting of both fixed and

variable compensation, is based on a market study.

The variable salary of the management team members

consists of 3 parts, each part with a maximum

equivalent of 1 month of salary:

• Linked to the financial performance of the

company.

• Linked to personal objectives, functioning as to

the company’s values and performance

throughout the year.

• Linked to a set KPI’s in their area of responsibility.

The objectives comprise both financial and non-

financial targets. The objectives are set up annually

and apply for the entire financial year and some

possibly over multiple financial years. The choice of

objective areas can change every year depending on

economic circumstances, regulations, organisation,

strategy and other factors.

The objectives linked to the variable part of the

remuneration are set by the managing director. The

performance of the executive management team is

assessed by the managing director – in consultation

with the nomination & remuneration committee.

The members of the executive management

team participate in a pension plan based on fixed

contributions with the exception of the members

who execute their function through services of a

management company.

The members of the executive management team

participate – as do all employees of the company –

in a group and health insurance. Other benefits are

representation allowance, company car, internet

connection, company phone in compliance with local

36REMUNERATION REPORT

market practices contributions with the exception

of the members who execute their function through

services of a management company.

The contractual terms of hiring and termination

arrangements of the members of the executive

management team provide in the standard notice

periods as foreseen by the law, with possible deviation

to max 12 months in case of early termination.

The company has no right to reclaim the variable

remuneration in favour of the company when the

variable remuneration was granted to the executive

management team based on incorrect financial data.

At remaining circumstances, this remuneration policy

is also applicable for the next two financial years.

Every adjustment to the remuneration policy will be

submitted for approval to the general meeting.

PROCEDURE DEVIATIONS FROM APPROVED

REMUNERATION POLICY

A deviation from the approved remuneration policy

regarding the managing director and Other members of

the management team is only possible in exceptional

situations and if the following procedure is followed.

Campine’s remuneration policy does not specify the

components that can be deviated from. On the one

hand because a list would have an exhaustive effect

and on the other hand because the company cannot

foresee all exceptional situations (just think of the

sudden COVID-19 situation).

Any deviation is submitted for approval by the

nomination and remuneration committee to the board

of directors, stating:

• The current, existing remuneration.

• The part of the policy that has been deviated from.

• The amount and magnitude of the deviation.

• An explanation of the nature of the exceptional

circumstances and why the deviation was

necessary to serve or ensure the long-term

interest and sustainability of the company.

The board of directors examines the proposal and

decides upon it. If the board of directors approves, the

deviation will be implemented. The deviation is stated

in the remuneration report to the general meeting

REMUNERATION REPORT 37

2. Remuneration report 2022

The remuneration report displays the implementation of the remuneration policy in 2022.

NON-EXECUTIVE DIRECTORS

The non-executive directors receive the following gross compensation over the financial year 2022:

(1) Director’s remuneration (calculation see 1. remuneration policy) basis = 2019: € 20,000 + automatic increase

of € 250 per financial year. This means: 2020 + € 250 / 2021 + € 250 / 2022 + € 250 = € 20,750 over 2022.

The chairman receives the double.

(2) Participation committees (calculation see 1. remuneration policy) basis = 2019: € 1,250 + automatic increase

of € 25 per financial year. This means: 2020 + € 25 / 2021 + € 25 / 2022 + € 25 = € 1,325 over 2022.

(3) Criterion tantième: (see remuneration policy) If the net profit is € 1.5 million, the non-executive directors

who have exercised their mandate for more than 6 months during the financial year receive a tantième of

€ 15 K. The chairman receives the double.

MANAGING DIRECTOR AND OTHER MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM

The fixed and variable components include the total cost for the employer, all employer contributions included

for members with employee status and the total invoiced remuneration fee for members utilising a management

company. The one year variable remuneration is the remuneration earned for the performance in 2022 but which

will only be paid out in 2023.

In 2021, the board of directors decided to grant an additional multi-year bonus – payable over several years - to

the management to express its appreciation for the positive evolution of recent years and to assure a continuous

retention of the team for the future.

During the financial year closed on 12/31/22, the managing director nor the members of the executive management

team (Leo Cazaerck, Nicolas De Backer, Hilde Goovaerts, Jan Keuppens, Hans Vercammen, David Wijmans) received

any shares, share options or other rights to acquire shares of the company or group.

Fixed remuneration Ratio

Director’s

remunartion (1)

Participation

committees (2)

Tantième (3)

Total

xed /tantième

DELOX chairman

year -1

41,500 €

41,000 €

2,650 €

0 €

30,000 €

74,150 €

71,000 €

59.5%

57.7%

40.5%

42.3%

F,-W, Hempel

year -1

20,750 €

20,500 €

0 €

15,000 €

35,750 €

35,500 €

58.0%

57.7%

42.0%

42.3%

H,-R, Orgs

year -1

20,750 €

20,500 €

6,625 €

5,200 €

15,000 €

42,375 €

40,700 €

64.6%

63.1%

35.4%

36.9%

FLG BELGIUM

year -1

20,750 €

20,500 €

6,625 €

5,200 €

15,000 €

42,375 €

40,700 €

64.6%

63.1%

35.4%

36.9%

YASS

year -1

20,750 €

20,500 €

1,325 €

0 €

15,000 €

37,075 €

35,500 €

59.5%

57.7%

40.5%

42.3%

Ratio

Fixed

remuneration

Other

benets

One

year

Mutiple

years

Pension

cost Total xed /variable

ZENDICS CEO

payable in 2025

year -1

326,154 €

308,546 €

16,500 €

15,609 €

130,006 €

127,769 €

50,000 €

100,000 €

50,000 €

0€

0 €

522,660 €

501,924 €

65.6%

64.6%

34.4%

35.4%

Other members

executive man. team

payable in 2025

year -1

1,180,598 €

1,102,582 €

36,843 €

37,003 €

217,566 €

209,634 €

100,000 €

150,000 €

38,040 €

38,000 €

1,573,047 €

1,537,219 €

79,8%

76.6%

20,2%

23.4%

38REMUNERATION REPORT

EVOLUTION FIGURES

The evolution of the remunerations and results of the company are presented in % as relative ratios are more clearly

than absolute figures.

Evolution of the remunerations and results of the company

(1) In 2019, the reduction of the European Commission fine was booked (€ 3.88 mio).

Evolution total remuneration board members, managing director and other members of the executive

management team

(1) 2019: increase executive management team from 5 to 7 persons and increase board remunerations

(both fixed as tantième).

Evolution criterion on which the tantième is based (see 1. Remuneration policy)

Evolution criteria representing the long term objectives of the company on which the variable remuneration of the

executive management team is based

The board of directors determines the long-term objectives of the company. In order to achieve these financial and

non-financial objectives, an implementation plan, being the business plan, is required. The global business plan is

worked out in detail per division and even per department and contains various projects and actions to achieve

the ultimate goals. Short-term targets per department are added or adjusted annually. The evolution towards the

targets is monitored via KPIs (Key Performance Indicators) in different areas such as safety, health, environment,

absenteeism, retention, (new) customers, (new) products, production processes, etc.

These KPIs are set per department known to all employees. They can be adjusted in function of changing

(economic) circumstances, regulations, etc. This allows employees to identify themselves more quickly with annual

goals. This way each employee is continuously involved in the implementation of the global long-term development

of the company within his/her field and responsibilities. The annual variable remuneration of each employee is

based on the progress and achievement of these targets.

2018 2019 (1) 2020 2021

2022

Net result of the financial year ‘000 eur 5,830 8,015 2,784 13,511

15,805

∆ Net result vs previous financial year -17% 37% -65% 385%

17%

2018 2019 (1) 2020 2021

2022

Total remuneration in eur 1,400,305 1,907,180 1,920,316 2,262,543

2,327,432

∆ Total remuneration vs previous

financial year

26% 36% 1% 18%

Profit before taxes 50% Annual targets per BU also for consolidated level

Others 50%

Non-financial or other indicators showing the LT strategy a.o. safety,

environment, research and development…

2018 2019 2020 2021

2022

Net profit of the company > 1.5 mio € > 1.5 mio € > 1.5 mio € > 1.5 mio €

> 1.5 mio €

REMUNERATION REPORT 39

The KPIs and actual objectives are not disclosed in detail as the publication of this confidential information about

the company’s strategy would significantly weaken our competitive position.

Average remuneration employees on FTE basis

Ratio lowest/highest remuneration in 2022: 12,51% (2021: 12.48%).

2018 2019 2020 2021

2022

Average number of employees on FTA basis 179 188 185 191

231

Average remuneration on FTE basis in eur 76.056 74.787 72.941 80.712

78,268

∆ avg remuneration on FTE basis

vs previous financial year

-4% -2% -2% 11%

-3%

Calculation salary costs: total gross annual salary incl.

employer contributions and supplementary pension

contribution paid by the employer incl. all other

employee benefits (group & hospitalisation insurance,

meal vouchers, year-end bonus, holiday pay, ...).

SHAREHOLDERS’ VOTE

The shareholders’ vote on the remuneration report

during the general meeting. At the next vote, Campine

will explain to the shareholders how the votes on the

previous remuneration report were taken into account.

3. Dividend policy

Campine’s dividend policy is to pay out yearly

dividends to its shareholders. The level of the dividend

depends on certain financial parameters such as net

profit level, availability of cash, future cash needs, etc.

The targeted level of dividends should be about one

third of the net profit, distributed over all shares.

The board of directors requests the general meeting

of shareholders to approve the annual report of the

board including the corporate governance statement

and the remuneration report.

DELOX BVBA,

represented by its permanent

representative Mr Patrick De Groote

Mr Friedrich-Wilhelm Hempel

YASS BV,

represented by its permanent

representative Mrs Ann De Schepper

ZENDICS BVBA,

represented by its permanent

representative Mr Willem De Vos

Mr Hans-Rudolf Orgs

FLG BELGIUM SPRL,

represented by its permanent

representative Mrs Dina Brughmans

40CONSOLIDATED FINANCIAL STATEMENTS 2022

Consolidated financial

statements 2022

1. Consolidated income statement 41

2. Consolidated balance sheet 43

3. Consolidated statement of changes in equity 44

4. Consolidated cash ow statement 45

5. Notes to the consolidated nancial statement 47

5.1. General information 47

5.2. Signicant accounting policies 47

5.3. Judgement and use of estimates 56

5.4. Operational segments 56

5.5. Other operating expense and income 62

5.6. Finance costs 63

5.7. Income tax expense 63

5.8. Dividends and tantième 64

5.9. Property, plant and equipment 65

5.10. Intangible assets 66

5.11. Subsidiaries 66

5.12. Inventories 67

5.13. Financial assets 67

5.14. Other nancial assets and liabilities 68

5.15. Share capital 69

5.16. Bank borrowings (lease obligations included) 70

5.17. Deferred tax 71

5.18. Trade and other payables 71

5.19. Liquidity risk 72

5.20. Financial instruments 72

5.21. Provisions 74

5.22. Contingent liabilities 74

5.23. Share-based payments 74

5.24. Employee benets expense 75

5.25. Post-retirement benets 75

5.26. Market risk 79

5.27. Events after the balance sheet date 80

5.28. Related parties 80

5.29. Related party transactions 81

5.30. Rights and obligations not included in the balance sheet 81

5.31. Compensation of key-management personnel 81

5.32. Approval of nancial statements 81

41CONSOLIDATED FINANCIAL STATEMENTS 2022

1. Consolidated income statement for the year ended 12/31/2022

CONSOLIDATED OVERVIEW OF THE COMPREHENSIVE INCOME

‘000 eur Notes 12/31/2022 12/31/2021

Revenue from contracts with customers 5.4

317,430

226,317

Other operating income 5.5

3,343

1,407

Net gain on bargain purchase 5.4

6,478

Raw materials & consumables used

-262,257

-174,510

Employee benets expense 5.24

-18,080

-15,416

Depreciation and amortisation expense 5.9/5.10

-5,761

-4,335

Changes in restoration provision 5.21

-330

-50

Other operating expenses 5.5

-20,526

-14,316

Operating result (EBIT) 20,297 19,097

Investment revenues 2 -

Hedging results

5.14 -612

-786

- Closed Hedges

-44 -628

- Change in open position

-568 -158

Finance costs

5.6

-747

-346

Net nancial result -1,357 -1,132

Result before tax (EBT) 18,940 17,965

Income tax expense 5.7

-3,135

-4,454

Result for the year (EAT) 15,805 13,511

Attributable to: equity holders of the parent

15,805

13,511

RESULT PER SHARE

5.8

Number of shares

1,500,000

Result for the year (basic & diluted) in eur

10.54

9.01

‘000 eur Notes

12/31/2022 12/31/2021

Result for the year 15,805 13,511

Other comprehensive income:

Comprehensive income not to be reclassied to the prot or loss

statement in the future (actuarial results of retirement benet obligations)

net of tax

5.25

Total comprehensive income for the year 15,867 13,527

Attributable to: equity holders of the parent 15,867

13,527

‘000 eur

12/31/2022 12/31/2021

Result before tax (EBT)

18,940

17,965

Finance costs / Investment revenues

745

346

Depreciation and amortisation expense

5,761

4,335

Deferred tax on gain on bargain purchase

1,112

EBITDA 26,558 22,646

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization)

Adding the nancial target EBITDA, which is a non-IFRS term, allows to focus more on the importance of cash and

should not inuence negatively a decision on investments for future growth.

Calculation EBITDA:

CONSOLIDATED FINANCIAL STATEMENTS 2022

2. Consolidated balance sheet on 12/31/2022

‘000 eur Notes 12/31/2022 12/31/2021

ASSETS

Non-current assets

Property, plant and equipment 5.9 32,974 22,770

Right-of-use assets 5.14 392 373

Intangible assets 5.10 568 103

Deferred tax assets 5.17 166 104

34,100 23,350

Current assets

Inventories 5.12 52,036 45,403

Trade receivables 5.13 35,619 21,754

Other receivables 5.13 2,873 1,915

Cash paid in escrow 57 -

Cash and cash equivalents 2,908 153

93,493 69,225

TOTAL ASSETS 127,593 92,575

EQUITY AND LIABILITIES

Capital and reserves

Share capital 5.15 4,000 4,000

Legal reserves 400 400

Retained results 55,150 43,573

Equity attributable to equity holders of the parent 59,550 47,973

Total equity 59,550 47,973

Non-current liabilities

Retirement benet obligation 5.25 1,496 1,192

Deferred tax liabilities 5.17 741 219

Provisions 5.21 6,235 1,185

Bank loans 5.16 5,250 1,500

Obligations under leases 5.14 184 206

13,906 4,302

Current liabilities

Retirement benet obligation 5.25 14 31

Trade payables 5.18 23,143 24,251

Other payables 5.18 5,091 4,090

Capital grants 5.18 1,249 656

Provisions for production waste 5.21 655 471

Derivatives 5.14 632 65

Current tax liabilities 1,200 121

Obligations under leases 5.14 208 167

Bank loans 5.16 3,000 2,625

Bank overdrafts 5.16 7,994 177

Advances on factoring 5.16 10,951 7,646

54,137

40,300

Total liabilities 68,043 44,602

TOTAL EQUITY AND LIABILITIES 127,593 92,575

CONSOLIDATED FINANCIAL STATEMENTS 2022

3. Consolidated statement of changes in equity for the year ended

12/31/2022

‘000 eur

capital Legal reserves

Retained

earnings Total

Balance on 31 December 2020 4,000 965 30,546 35,511

Reclassication - -565 565 0

Total result of the year - - 13,527 13,527

Dividends and tantième - - -1,065 -1,065

Balance on 31 December 2021 4,000 400 43,573 47,973

Total result of the year - - 15,867 15,867

Dividends and tantième

(note 5.8) - - -4,290 -4,290

Balance on 31 December 2022 4,000 400 55,150 59,550

CONSOLIDATED FINANCIAL STATEMENTS 2022

4. Consolidated cash ow statement for the year ended 12/31/2022

‘000 eur

Notes 12/31/2022 12/31/2021

OPERATING ACTIVITIES

Result for the year (EAT) 15,805 13,511

Adjustments for:

Gain on bargain purchase 5.4 -6,478 -

Other gains and losses (hedging results) 5.14 612 786

Finance costs / Investment revenues 5.6 745 346

(Deferred) tax expenses 5.7 3,135 4,454

Depreciations and write-downs 5.9/5.10 5,761 4,335

Change in provisions (incl, retirement benet) -29 67

Change in inventory value reduction 5.12 866 333

Change in trade receivables value reduction 5.13 33 -

Operating cash ows before movements in working capital 20,450 23,832

Change in inventories 5.12 -1,680 -19,391

Change in receivables 5.13 -11,965 -5,298

Change in trade and other payables 5.18 -1,514 12,918

Cash generated from operations 5,291 12,061

Hedging results -44 -628

Interest paid/-received 5.6 -745 -346

Income taxes paid -2,698 -4,453

Net cash (used in) / from operating activities 1,804 6,634

INVESTING ACTIVITIES

Purchases of property, plant and equipment 5.9 -6,730 -8,364

Purchases of intangible assets 5.10 -591 -13

Investment grants - not included in the result - 656

Investment grants - deferred tax obligations - 219

Net cash ow on acquisition 5.4 -2,539 -

Net cash (used in) / from investing activities -9,860 -7,502

FINANCING ACTIVITIES

Dividends paid and tantième paid 5.8 -4,290 -1,065

Repayments of borrowings 5.16 -3,375 -3,000

Repayments of obligations under leases 5.14 -89 -187

Proceeds from borrowings 5.16 7,500 -

Change in cash restricted in its use -57 -

Change in bank overdrafts 5.16 7,817 92

Change in advances on factoring 5.16 3,305 4,991

Net cash (used in) / from nancing activities 10,811 831

Net change in cash and cash equivalents 2,755 -37

Cash and cash equivalents at the beginning of the year 153 190

Cash and cash equivalents at the end of the year 2,908 153

CONSOLIDATED FINANCIAL STATEMENTS 2022

46CONSOLIDATED FINANCIAL STATEMENTS 2022

CONSOLIDATED FINANCIAL STATEMENTS 2022 47

Notes to the consolidated financial statement for the year ended

12/31/2022

5.1.

GENERAL INFORMATION

Campine nv (‘the company’) is a limited liability company incorporated in Belgium. The addresses of its registered

office and principal place of business are disclosed in the Corporate Data. The principal activities of the company

and its subsidiaries (‘the group’) are described in this annual report (see note 5.11).

Campine has been listed on the Stock Exchange since 18 October 1936, originally under the name “Compagnie

Chimique et Metallurgique de la Campine”. The share price can now be found under Euronext stock exchange code

‘CAMB’ and the name ‘Campine nv’.

5.2.

SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared based on the International Financial Reporting Standards as adopted

by the EU (“IFRS”).

This year, the group has applied all new and revised standards and interpretations that are relevant to its business

and that are effective for the annual reporting period commencing on January 1, 2022.

The group has not early adopted any other standard, interpretation or amendment that has been issued but is not

yet effective.

Following standards and interpretations became applicable for 2022:

•

Amendments to IAS 16 Property, plant and equipment – Proceeds before intended use, effective 1 January

2022

•

Amendments to IAS 37 Provisions, contingent liabilities and contingent assets – onerous contracts—cost of

fulfilling a contract, effective 1 January 2022

•

Amendments to IFRS 3 Business combinations – References to the conceptual framework, effective 1 January

2022

•

Annual Improvements Cycle - 2018-2020, effective 1 January 2022

These changes had no significant impact on Campine’s consolidated financial statements.

Standards and interpretations issued but not yet effective on 1 January 2022:

•

Amendments to IAS 1 Presentation of Financial Statements – Classification of Liabilities as Current or Non-

current (the 2020 amendments and 2022 amendments), effective 1 January 2024

•

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of

Accounting policies, effective 1 January 2023

•

Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of

Accounting Estimates, effective 1 January 2023

•

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single

Transaction, effective 1 January 2023

•

Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback, effective 1 January 2024

•

Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative

Information, effective 1 January 2023

•

IFRS 17 Insurance Contracts, effective 1 January 2023

With regard to the standards effective from 1 January 2023, the group is currently analyzing the impact of these

amendments on Campine’s consolidated financial statements. With regard to the standards that will become

effective from January 1, 2024, the group will start this analysis during the second half of 2023.

Not yet endorsed by the EU as per 10 November 2022

CONSOLIDATED FINANCIAL STATEMENTS 2022 48

5.2.1.

Basis of consolidation

The consolidated financial statements incorporate

the financial statements of the company and entities

controlled by the company (its subsidiaries). An

investor controls an investee when it is exposed, or has

rights, to variable returns from its involvement with

the investee and has the ability to affect those returns

through its power over the investee. The results of

subsidiaries acquired or disposed of during the year are

included in the financial information from the effective

date of acquisition and up to the effective date of

disposal, as appropriate. Where necessary, adjustments

are made to the financial statements of subsidiaries

to bring their accounting policies into line with those

used by other members of the group. All intra-group

transactions, balances, income and expenses are

eliminated on consolidation.

Changes in the group’s interest in a subsidiary that

do not result in a loss of control are accounted for

as equity transactions. The carrying amounts of the

group’s interests and the non-controlling interests

are adjusted to reflect the changes in their relative

interests in the subsidiary.

When the group loses control of a subsidiary, the profit

or loss on disposal is calculated as the difference

between (i) the aggregate of the fair value of the

consideration received and the fair value of any

retained interest and (ii) the previous carrying amount

of the assets (including goodwill) and liabilities of the

subsidiary and any non-controlling interests. Amounts

previously recognised in other comprehensive income

in relation to the subsidiary are accounted for (i.e.

re-classified to profit or loss or transferred directly

to retained earnings) in the same manner as would

be required if the relevant assets or liabilities were

disposed of. The fair value of any investment retained

in the former subsidiary at the date when control is

lost is regarded as the fair value on initial recognition

for subsequent accounting under IFRS 9 Financial

Instruments or, when applicable, the cost on initial

recognition of an investment in an associate or jointly

controlled entity.

Non-controlling interests in subsidiaries are identified

separately from the group’s equity therein. The interest

of non-controlling shareholders may be initially

measured either at fair value or at the noncontrolling

interests’ proportionate share of the fair value of

the acquiree’s identifiable net assets. The choice of

measurement basis is made on an acquisition-by-

acquisition basis. Subsequent to acquisition, the

carrying amount of non-controlling interests is the

amount of those interests at initial recognition plus

the non-controlling interests’ share of subsequent

changes in equity. Total comprehensive income is

attributed to noncontrolling interests even if this

results in the noncontrolling interests having a deficit

balance.

5.2.2.

Business combinations

The acquisition of subsidiaries is accounted for using

the purchase method. The cost of the acquisition is

measured at the aggregate of the fair values, at the

date of acquisition, of assets given, liabilities incurred

or assumed, and equity instruments issued by the

group in exchange for control of the acquiree. The

acquiree’s identifiable assets, liabilities and contingent

liabilities that meet the conditions for recognition

under IFRS 3 (“Business combinations”) are recognised

at their fair values at the acquisition date, except

for noncurrent assets (or disposal groups) that are

classified as held for sale, which are recognised and

measured at fair value less costs to sell.

Acquisition-related costs are recognised in

profit or loss as incurred. Where applicable, the

consideration for the acquisition includes any asset

or liability resulting from a contingent consideration

arrangement, measured at its acquisition-date fair

value. Subsequent changes in such fair values are

adjusted against the cost of acquisition where they

qualify as measurement period adjustments (see

below). All other subsequent changes in the fair value

of contingent consideration classified as an asset or

liability are accounted for in accordance with relevant

IFRS.

Changes in the fair value of contingent consideration

classified as equity are not recognised.

Where a business combination is achieved in stages,

the group’s previously held interests in the acquired

entity are remeasured to fair value at the acquisition

date (i.e. the date the group attains control) and the

resulting gain or loss, if any, is recognised in profit or

loss. Amounts arising from interests in the acquire

prior to the acquisition date that have previously

been recognised in other comprehensive income are

reclassified to profit or loss, where such treatment

would be appropriate if that interest were disposed of.

CONSOLIDATED FINANCIAL STATEMENTS 2022 49

If the fair value of the net assets acquired is in excess

of the aggregate consideration transferred, the Group

re-assesses whether it has correctly identified all of

the assets acquired and all of the liabilities assumed

and reviews the procedures used to measure the

amounts to be recognised at the acquisition date.

If the reassessment still results in an excess of the

fair value of net assets acquired over the aggregate

consideration transferred, then the gain is recognised

in profit or loss.

Goodwill

Goodwill arising on acquisition is recognised as an

asset and initially measured at cost, being the excess

of the cost of the business combination over the

group’s interest in the net fair value of the identifiable

assets, liabilities and contingent liabilities recognised.

If, after reassessment, the group’s interest in the

net fair value of the acquiree’s identifiable assets,

liabilities and contingent liabilities exceeds the cost

of the business combination, the excess (negative

consolidation difference) is recognised immediately

in profit or loss. The interest of minority shareholders

in the acquire is initially measured at the minority’s

proportion of the net fair value of the assets, liabilities

and contingent liabilities recognised.

5.2.3.

Revenue from Contracts with Customers

IFRS 15 establishes a five-step model to account for

revenue arising from contracts with customers:

•

Identify the contract.

•

Identify the performance obligations.

•

Determine the transaction price.

•

Allocate the transaction price to the performance

obligations in the contract.

•

Recognise revenue when or as the group satisfies

a performance obligation.

Under IFRS 15, revenue is recognised at an amount that

reflects the consideration to which an entity expects

to be entitled in exchange for transferring goods or

services to a customer.

Nature of sales transactions: The group is active in the

metal business and thus contracts with customers

generally concern the sale of these metal products,

which qualify as separate performance obligations.

Ancillary services, such as transport, are not material.

As a result, revenue recognition generally occurs

at a point in time, when control of the products is

transferred to the customer, generally on delivery of

the goods and considering the underlying incoterm.

The group is not involved in transactions and/or

contracts including volume rebates, trade discounts,

(ancillary) services, customer assistance services or

bundled sales contracts of a material nature.

Campine works with direct sales people for most of

its sales in Europe and with distributors and agents

in the rest of the world. The direct sales/purchasing

employees are on Campine’s payroll or work on a

self-employed basis with a service contract. The

distributors and agents are remunerated through

commission, which is then also part of the purchase

costs.

CONSOLIDATED FINANCIAL STATEMENTS 2022 50

5.2.4.

Leases

Definition of ‘lease’

A contract is or contains a lease if it conveys a right

to control the use of an identified asset for a period of

time in exchange for a consideration.

To determine whether a lease confers the right to

control use of a determined asset for a determined

period of time, the entity must appreciate whether,

throughout the period of use, it has the right to:

•

Obtain substantially all of the economic benefits

from the use of the asset.

•

Direct the use of the asset.

To determine the duration of the leases, any options

for renewal or termination have been considered as

required by IFRS 16 taking into account the probability

of exercising the option and only if it is under the

control of the lessee.

At the start of the lease, the lessee recognises a

right-of-use asset and a lease liability. For leases

with a maximum duration of 12 months or leases of

assets with low value, Campine applies the practical

exemption in IFRS 16. Hence, these leases are not

presented on the balance sheet.

Right-of-use assets

The group recognises right-of-use assets on the

commencement date of the contract, i.e. the date

on which the asset becomes available for use. These

assets are valued at the initial cost of the lease liability

minus depreciation and any impairment, adjusted to

take into account any revaluations of the lease liability.

The initial cost of the right-of-use assets includes

the present value of the lease liability, the initial costs

incurred by the lessee, rent payments made on the

start date or before that date, minus any incentives

obtained by the lessee. These assets are depreciated

over the estimated lifetime of the underlying asset

or over the duration of the contract if this period is

shorter, unless the group is sufficiently certain of

obtaining ownership of the asset at the end of the

contract.

Right-of-use assets are presented separately from

other assets as a different line under non-current

assets.

Lease liabilities

The lease liability is valued at the present value of

the rent payments that have not yet been paid. The

present value of the rent payments must be calculated

using the interest rate implicit in the lease if it is

possible to determine that rate. If not, the lessee must

use its incremental borrowing rate.

The incremental borrowing rate is the interest rate that

the lessee would have to pay to borrow over a similar

term, and with a similar security, the funds necessary

to obtain an asset of similar value to the right-of-use

asset in a similar economic environment.

Over the duration of the contract, the lessee values the

lease obligation as follows:

•

By increasing the carrying amount to reflect the

interest on the lease liabilities.

•

By reducing the carrying amount to reflect the

rent payments made.

•

By revaluing the carrying amount to reflect the

new value of the lease obligation or modifications

to the lease.

Lease liabilities are presented in a separate line

on the balance sheet. Payments for the capital

reimbursement and the interests are presented under

financing activities in the statement of cash flows.

CONSOLIDATED FINANCIAL STATEMENTS 2022 51

5.2.5.

Foreign currencies

The individual financial statements of each group entity

are presented in the currency of the primary economic

environment in which the entity operates (its functional

currency). Currently, the group consists of Campine

NV, Campine Recycling NV, Campine France SAS and

Campine recycled Polymers SAS. For the purpose of

the consolidated financial statements, the results and

financial position of each entity are expressed in EUR,

which is the functional currency of the company, and

the presentation currency for the consolidated financial

statements. In preparing the financial statements of the

individual entities, transactions in currencies other than

the entity’s functional currency (foreign currencies)

are recorded at the rates of exchange prevailing on the

dates of the transactions.

At each balance sheet date, monetary items

denominated in foreign currencies are retranslated

at the rates prevailing on the balance sheet date.

Non-monetary items that are measured in terms of

historical cost in a foreign currency remain at historical

rate. Exchange differences arising on the settlement of

monetary items, and on the retranslation of monetary

items, are included in profit or loss for the period

(within other operating income/expenses).

5.2.6.

Financial instruments

Classification and measurement of financial assets

and financial liabilities

Financial assets and financial liabilities are recognised

when a group entity becomes a party to the

contractual provisions of the instrument.

Financial assets and financial liabilities are initially

measured at fair value. Transaction costs that are

directly attributable to the acquisition or issue of

financial assets and financial liabilities (other than

financial assets and financial liabilities at fair value

through profit or loss) are added to or deducted

from the fair value of the financial assets or financial

liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the

acquisition of financial assets or financial liabilities

at fair value through profit or loss are recognised

immediately in profit or loss.

Trade receivables, cash and cash equivalents and

bank loans are classified and measured at amortised

cost under IFRS 9. Lease liabilities are measured in

accordance with IFRS 16.

Debt instruments that meet the following conditions

are subsequently measured at amortised cost:

•

The financial asset is held within a business model

whose objective is to hold financial assets in order

to collect contractual cash flows.

•

The contractual terms of the financial asset give

rise on specified dates to cash flows that are solely

payments of principle and interest on the principal

amount outstanding.

The effective interest method is a method of

calculating the amortised cost of a debt instrument

and of allocating interest income over the relevant

period.

The amortised cost of a financial asset is the amount

at which the financial asset is measured at initial

recognition minus the principal repayments, plus

the cumulative amortization using the effective

interest method of any difference between that initial

amount and the maturity amount, adjusted for any

loss allowance. On the other hand, the gross carrying

amount of a financial asset is the amortised cost of a

financial asset before adjusting for any loss allowance.

Classification and measurement of financial liabilities of

the group has not been modified by the requirements

of IFRS 9. All financial liabilities of the group are

subsequently measured at amortised cost using the

effective interest rate method.

Impairment of financial assets

In relation to the impairment of financial assets, IFRS 9

requires an expected credit loss model. The expected

credit loss model requires the group to account for

expected credit losses and changes in those expected

credit losses at each reporting date to reflect changes

in credit risk since initial recognition of the financial

assets.

Specifically, IFRS 9 requires the group to recognise

a loss allowance for expected credit losses on trade

receivables and cash and cash equivalents. The

amount of expected credit losses is updated at

each reporting date to reflect changes in credit risk

since initial recognition of the respective financial

instrument.

CONSOLIDATED FINANCIAL STATEMENTS 2022 52

IFRS 9 provides a simplified approach for measuring

the loss allowance at an amount equal to lifetime

expected credit losses for trade receivables without

a significant financing component (short-term trade

receivables). The expected credit losses on these

financial assets are estimated using a provision matrix

based on the group’s historical credit loss experience

adjusted for factors that are specific to the debtors,

general economic conditions and an assessment of

both the current as well as the forecast direction of

conditions at the reporting date, including time value

of money where appropriate.

All bank balances are assessed for expected credit

losses at each reporting date as well.

Definition of default

The group considers the following as constituting an

event of default for internal credit risk management

purposes as historical experience indicates that

receivables that meet either of the following criteria

are generally not recoverable:

•

When there is a breach of financial covenants by

the counterparty; or

•

Information developed internally or obtained

from external sources indicates that the debtor is

unlikely to pay its creditors, including the group, in

full (without taking into account any collateral held

by the group)

Irrespective of the above analysis, the group considers

that default has occurred when a financial asset is more

than 90 days past due unless the group has reasonable

and supportable information to demonstrate that a

more lagging default criterion is more appropriate.

Credit-impaired financial assets

A financial asset is credit-impaired when one or

more events that have a detrimental impact on the

estimated future cash flows of that financial asset have

occurred. Evidence that a financial asset is credit-

impaired includes observable data about the following

events:

•

Significant financial difficulty of the issuer or the

borrower.

•

A breach of contract, such as a default or past due

event.

•

The lender(s) of the borrower, for economic or

contractual reasons relating to the borrower’s

financial difficulty, having granted to the borrower

a concessions(s) that the lender(s) would not

otherwise consider.

•

It is becoming probable that the borrower will enter

bankruptcy or other financial reorganisation. or

•

The disappearance of an active market for that

financial asset because of financial difficulties.

Write-off policy

The group writes off a financial asset when there is

information indicating that the counterparty is in

severe financial difficulty and there is no realistic

prospect of recovery, e.g. when the counterparty

has been placed under liquidation or has entered

into bankruptcy proceedings, or in the case of trade

receivables, when the amounts are over two years past

due, whichever occurs sooner. Financial assets written

off may still be subject to enforcement activities under

the group’s recovery procedures, taking into account

legal advice where appropriate. Any recoveries made

are recognised in profit or loss.

Derivative financial instruments

The group enters into a variety of derivative financial

instruments to manage its exposure to commodity

price risk.

Derivatives are initially recognised at fair value at the

date the derivative contracts are entered into and are

subsequently remeasured to their fair value at the end

of each reporting period. The resulting gain or loss is

recognised in profit or loss immediately.

Depending on the market situation, in combination

with the established purchase and sales contracts,

both purchase and sales hedging contracts are used.

The remaining volumes are partially offset against

long-term financial hedging.

5.2.7.

Borrowing costs

Borrowing costs are recognised in profit or loss in

the period in which they are incurred, unless they are

directly attributable to qualifying assets, in which case

they are capitalised.

5.2.8.

Government grants

Capital grants are presented on a separate line “capital

grants” in the consolidated balance sheet.

Government grants are recognised in profit or loss (in

other operating income) over the periods necessary to

match them with the related costs. Government grants

CONSOLIDATED FINANCIAL STATEMENTS 2022 53

related to later periods are presented in the financial

statements as deferred income in a separate section of

current liabilities. Since 2022, these are now separately

shown.

If the government grant relates directly to an

investment, it is deducted from the investment costs

or taken to the income statement as other debts over

the depreciation period of the asset to which it relates.

5.2.9.

Retirement benefit costs and termination

benefits

For defined benefit retirement benefit plans, the cost of

providing benefits - as well as the defined contribution

plans - is determined using the projected unit credit

method, with actuarial valuations being carried out at the

end of each annual reporting period. Remeasurement,

comprising actuarial gains and losses, the effect of

the changes to the asset ceiling (if applicable) and the

return on plan assets (excluding interest), is reflected

immediately in the statement of financial position with

a charge or credit recognised in other comprehensive

income is reflected immediately in retained earnings and

will not be reclassified to profit or loss.

Past service cost is recognised in profit or loss in the

period of a plan amendment. Net interest is calculated

by applying the discount rate at the beginning of the

period to the net defined benefit liability or asset.

Benefit costs are categorised as follows:

•

Service cost (including current service cost,

past service cost, as well as gains and losses on

curtailments and settlements).

•

Net interest expense or income.

•

Remeasurement.

The group presents the first 2 components of

benefit costs in profit and loss in the line item

employee benefits expense. Curtailment gains and

losses are accounted for as past service costs.

The 3rd component is recognised directly to other

comprehensive income.

The retirement benefit obligation recognised in the

consolidated statement of financial position represents

the actual deficit or surplus in the group’s benefit

plans. Any surplus resulting from this calculation is

limited to the present value of any economic benefits

available in the form of refunds from the plans or

reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the

earlier of when the entity can no longer withdraw the

offer of the termination benefit and when the entity

recognises any related restructuring costs.

5.2.10.

Taxation

Income tax expense represents the sum of the tax

currently payable and deferred tax. The tax currently

payable is based on taxable profit for the year. Taxable

profit differs from profit as reported in the income

statement because it excludes items of income or

expense that are taxable or deductible in other years

and it further excludes items that are never taxable

or deductible. The group’s liability for current tax is

calculated using tax rates that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between

the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases

used in the computation of taxable profit, and is

accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for

all taxable temporary differences and deferred tax

assets are recognised to the extent that it is probable

that taxable profits will be available against which

deductible temporary differences can be utilised.

Deferred tax is calculated at the tax rates that are

expected to apply in the period when the liability is

settled or the asset realised. Deferred tax is charged

or credited to profit or loss, except when it relates to

items charged or credited directly to equity, in which

case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when

there is a legally enforceable right to set off current

tax assets against current tax liabilities and when they

relate to income taxes levied by the same taxation

authority and the group intends to settle its current

tax assets and liabilities on a net basis.

CONSOLIDATED FINANCIAL STATEMENTS 2022 54

5.2.11.

Property, plant and equipment

Property, plant & equipment are stated at cost less

accumulated depreciation and any accumulated

impairment losses.

Properties in the course of construction for production,

rental or administrative purposes, are carried at cost,

less any recognised impairment loss. Cost includes

professional fees and, for qualifying assets, borrowing

costs capitalised in accordance with the group’s

accounting policy. Depreciation of these assets

commences when the assets are ready for their

intended use.

Depreciation is charged so as to write off the cost

of assets, other than land and properties under

construction, over their estimated useful lives, using

the straight-line method. Assets held under finance

leases are depreciated over their expected useful lives

on the same basis as owned assets or, where shorter,

the term of the relevant lease.

The gain or loss arising on the disposal or retirement of

an item of property, plant and equipment is determined

as the difference between the sales proceeds and the

carrying amount of the asset and is recognised in profit

or loss.

5.2.12.

Internally-generated intangible assets –

research and development expenditure

Expenditure on research activities is recognised as

an expense in the period in which it is incurred. An

internally-generated intangible asset arising from the

group’s development is recognised only if all of the

following conditions are met:

•

An asset is created that can be identified (such as

software and new processes).

•

It is probable that the asset created will generate

future economic benefits and.

•

The development cost of the asset can be

measured reliably.

Internally-generated intangible assets are amortised

on a straight-line basis over their estimated useful

lives. Where no internally-generated intangible asset

can be recognised, development expenditure is

charged to profit or loss in the period in which it is

incurred.

5.2.13.

Patents, trademarks and software purchased

Patents, trademarks and software purchased are

measured initially at purchase cost and are amortised

on a straight-line basis over their estimated useful

lives.

5.2.14.

Impairment of tangible and intangible assets

excluding goodwill

At each balance sheet date, the group reviews the

carrying amounts of its tangible and intangible assets

to determine whether there is any indication that

those assets have suffered an impairment loss. If any

such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of

the impairment loss (if any). Where it is not possible

to estimate the recoverable amount of an individual

asset, the group estimates the recoverable amount of

the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less

costs to sell and value in use. In assessing value in

use, the estimated future cash flows are discounted

to their present value using a pre-tax discount rate

that reflects current market assessments of the time

value of money and the risks specific to the asset. If the

recoverable amount of an asset (or cash-generating

unit) is estimated to be less than its carrying amount,

the carrying amount of the asset (cash-generating

unit) is reduced to its recoverable amount. An

impairment loss is recognised immediately in profit or

loss, unless the relevant asset is carried at a revalued

amount, in which case the impairment loss is treated

as a revaluation decrease.

Where an impairment loss subsequently reverses, the

carrying amount of the asset (cash-generating unit)

is increased to the revised estimate of its recoverable

amount, but so that the increased carrying amount

does not exceed the carrying amount that would

have been determined had no impairment loss been

recognised for the asset (cash generating unit) in prior

years. A reversal of an impairment loss is recognised

immediately in profit or loss, unless the relevant

asset is carried at a revalued amount, in which case

the reversal of the impairment loss is treated as a

revaluation increase.

CONSOLIDATED FINANCIAL STATEMENTS 2022 55

5.2.15.

Inventories

Cost of the raw materials includes both the purchasing

price (using the principle of First in First out (“FIFO”)),

and the direct purchasing costs, like import duties,

transportation and completion costs.

Cost of work in progress and finished products

comprises all direct and indirect costs necessary that

have been incurred in bringing the inventories to their

present location condition on balance sheet date.

Direct costs include, among others, the cost of the

used raw materials and the direct labour costs.

Indirect costs include a systematical impute of fixed

and variable indirect production costs proceeded from

the conversion of raw materials in end products. The

impute of fixed indirect production costs is based on

the normal capacity of the production facilities.

For the determination of the cost, the standard cost

price method is used. The standard cost price takes

into account the normal use of raw and auxiliary

materials, labour, efficiency and capacity. The standard

cost price is frequently being evaluated and, if

necessary, revised in consideration with the present

conditions. The standard cost price of the raw and

auxiliary materials, as also the appreciation of it in work

in progress and in raw materials, will be revised every

month on the basis of the new determined FIFO value

of these raw and auxiliary materials.

The inventories are valued at the lower of cost,

determined as described above, or net realisable value.

The market value represents the estimated selling

price in normal circumstances less estimated cost of

completion and costs to be incurred to realise sales

(marketing, selling and distribution). The estimated

selling price is based on the LME quotation (London

Metal Exchange) for lead. For the antimony price we

refer to the current prices in combination with the

already contracted purchase and sales contracts.

Value reductions are made for the old and slow moving

inventories.

5.2.16.

Trade receivables

Trade receivables are measured at initial recognition

at fair value. Appropriate allowances for estimated

irrecoverable amounts are recognised in profit or loss

when there is objective evidence that the asset is

impaired. The allowance recognised is measured as

the difference between the asset’s carrying amount

and the present value of estimated future cash flows

discounted at the effective interest rate computed at

initial recognition. Based on a regular age analysis of

the assets, it is determined case per case if a liability

for doubtful debtors is needed.

Factoring

The group entered into a factoring agreement with a

credit institution, whereby the credit institution pays

advances to the group on trade receivables. As the

credit risk of these receivables remains with the group,

not all risks and rewards of the transferred receivables

are transferred. As a consequence, the receivables

remain on the balance sheet of the group and the

advances received are recorded in the balance sheet

under the short term advances on factoring.

5.2.17.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand

and demand deposits. Cash and cash equivalents are

included at fair value.

5.2.18.

Bank borrowings

Interest-bearing bank loans and overdrafts are

measured at fair value. Any difference between the

proceeds (net of transaction costs) and the settlement

or redemption of borrowings is recognised over the

term of the borrowings in accordance with the group’s

accounting policy for borrowing costs (see above).

5.2.19.

Trade payables

Trade payables are measured at cost.

5.2.20.

Provisions

Provisions are recognised when the group has a

present obligation as a result of a past event, and it

is probable that the group will be required to settle

that obligation. Provisions are measured at the

directors’ best estimate of the expenditure required

to settle the obligation at the balance sheet date, and

are discounted to present value where the effect is

material.

5.2.21 Other

Except for general macro-economic effects (i.e.

fluctuations of salaries & discount rate), the company

did not account for specific items related to the

Russian invasion and other macro-eonomic effects.

CONSOLIDATED FINANCIAL STATEMENTS 2022 56

5.3.

JUDGEMENT AND USE OF ESTIMATES

The preparation of financial statements requires the

use of estimates and assumptions to determine the

value of assets and liabilities, to assess the positive

and negative consequences of unforeseen situations

and events at the balance sheet date, and to form a

judgement as to the revenues and expenses of the

fiscal year.

The basis of the judgement and use of estimates is

consistent to our annual report 2021.

Significant estimates made by the group in preparation

of the financial statements relate mainly to:

•

Valuation of the recoverable amount of stocks

(see note 5.12.). The inventories are valued at cost,

determined as described above, or at market value,

if the latter is lower.

•

Valuation of sanitation provisions (see note 5.21.).

The group has set up a provision for soil sanitation

and other environmental items.

•

Pension and related liabilities (see note 5.26.).

The estimated liability arising from defined

contribution and defined benefit retirement plans

of the group, is based on actuarial assumptions.

The pre-tax discount rate and estimated salary

expectations are actuarial assumptions which can

significantly affect the liability.

•

Deferred tax assets are recognised for the carry

forward of unused tax losses and unused tax

credits to the extent that it is probable that future

taxable profit will be available against which the

unused tax losses and unused tax credits can

be utilised. In making its judgement, the board

takes into account long-term business strategy.

A major uncertainty in the determination of the

future taxable result concerns the volatility and

unpredictability of raw material prices.

•

Others: litigation and lawsuits. The Campine group

is subject to proceedings, lawsuits and other

claims related to products and other matters. We

are required to assess the likelihood of any adverse

judgements or outcomes to these matters as well

as potential ranges of probable and reasonably

possible losses. This requires significant

management judgement.

Due to the uncertainties inherent in all valuation

processes, the group revises its estimates on the

basis of regularly updated information. Future results

may differ from these estimates. As well as the use of

estimates, group management also uses judgement

in defining the accounting treatment for certain

operations and transactions not addressed under the

IFRS standards and interpretations currently in force.

5.4.

OPERATIONAL SEGMENTS

5.4.1.

Acquisition of the French entities (gain on bargain purchase)

Acquisitions in 2022

On 7 July 2022 the Campine group entered into a business combination, and acquired certain assets, including the

key-personnel from the French Company Recylex SA. This was done as part of a bankruptcy proceeding and after

approval from the French competent Court which examined the various bids made. The acquisition also included

100% of the shares and voting rights of the company C2P SAS.

The business combination consists of 2 lead-acid battery breaker plants and a PP plastic recycling factory in

France, as well as the related inventory and work force. The acquisition was needed to increase the Group’s acid

battery reprocessing capabilities.

The battery breaker activities in France are hosted in a new business unit called `recycled Batteries’ (legal entity

name is Campine France SA) and are integrated in our Circular Metals division (formerly Metals Recycling division)

as it is an upstream addition to its business. The plastics recycling company C2P SAS becomes Campine `recycled

Polymers’ business unit and is hosted in the Specialty Chemicals division, due to its overlap in customers and

technology with our Flame Retardant Masterbatches BU (formerly Plastics BU) in Beerse.

Assets acquired and liabilities assumed

The Group performed a purchase price allocation exercise whereby the identifiable assets and liabilities were

measured at their acquisition date fair values.

CONSOLIDATED FINANCIAL STATEMENTS 2022 57

in ‘OOO eur

Booked value

Fair value

Bargain price

Tax (25%) (deferred)

Fixed Assets (Recylex SA & C2P SAS)

1,565

9,019

7,454

1,863

Participation C2P SAS 250 3,390 3,140

Inventory Recylex SA 2,485 4,659 2,174

544

Provisions

-4,720 -4,720 -

1,180

Other liabilities

-458

-115

Gain on bargain purchase

7,590

-1,112

Net gain on bargain purchase

6,478

In order to show the impact of the acquisition we have provided a consolidated balance sheet of both entitities

which will be integrated in the group balance sheet.

‘000 eur

Notes

7/7/2022

ASSETS

Assets

Property,

plant and equipment

5.9

9.019

Right-of-use assets

Inventories

5.12

5.819

Trade receivables

5.13.1

2.810

Other receivables

Cash and cash equivalents

1.656

TOTAL ASSETS

19.471

Liabilities

Obligation

for personnel (incl. retirement benefit)

646

Obligations

under leases

Provisions

4.720

Capital

grants 5.18.3 -

736

Trade

payables 5.18.1 -

5.110

Other

payables

332

Total liabilities

-11.631

Capital and

reserves

capital

250

Total

Capital and Reserves

250

Gain

on bargain purchase

7.590

Deferred

tax liabilities 5.7 -

1.112

Net

gain on bargain purchase

6.478

The tangible fixed assets, including the land and buildings, measured at their acquisition date fair value, resulting

in a value as stated in the table above. In this respect, management considered costs of remediation required and

imposed by the respective environmental and other authorities.

The necessary provisions have also been made for soil remediation based on estimates made by specialized

external experts. These were also included in the provisions mentioned above.

Inventories acquired consisted of lead batteries and plastics measured at their estimated acquisition date fair values

based on a combination of market reference prices and other supporting external documents such as invoices.

Accounts receivable acquired gross amount to € 2,810K. Given the short maturity dates, the carrying value of the

accounts receivable is deemed representative of their acquisition date fair value. The accounts receivable are all

trade accounts receivable and it is expected that the full contractual amounts can be collected.

Accounts payable and employee related obligations were assumed a their carrying values deemed to be

representative of their fair values at acquisition date.

CONSOLIDATED FINANCIAL STATEMENTS 2022 58

The Group measured the acquired lease liabilities using the present value of the remaining lease payments at the

date of acquisition. The right-of-use assets were measured at an amount equal to the lease liabilities and adjusted

to reflect the favourable terms of the lease relative to market terms.

The business combination resulted in a negative goodwill amount of € 6,478K (net of tax) primarily because of the

fact that the selling party was under financial distress and the acquisition was contingent upon approval by the

French Commercial Court in Paris, who approved Campine’s bid on 6 July 2022 and declared Campine as owner of

the aforementioned business as from the morning of 7 July 2022.

Analysis of consideration paid

In 2022 transaction costs of € 450K were expensed and are included in other operating expenses.

Analysis of cash flows on acquisition

Transaction cost of the acquisition (included in cash flow from operating activities)

-3,945

Net cash acquired with the subsidiary (included in cash flows from investing activities) 1,406

Net cash flow on acquisition

-2,539

From the date of the acquisition, the French entities contributed € 29.6 mio of revenue and € 1.1 mio to profit

before tax. We believe that providing information of the contribution to revenues and net result as if the acquisition

would have happened at the beginning of the reporting period, is impracticable because of lack of access to the

records of part of the activities and lack of comparability as Recylex was under financial distress during the first

semester of 2022 ending up in a declared bankruptcy in April 2022.

There is no contingent consideration payable nor are there any indemnification assets.

In order to show the impact of the acquisition as at 31 December 2022, we have provided in several notes the

impact of the French entities on the group balance sheet and income statement.

5.4.2.

Geographical segments

The group’s registered office is located in Belgium, Nijverheidsstraat 2, 2340 Beerse. The group’s manufacturing

operations are located in Nijverheidsstraat 2, 2340 Beerse, Belgium; 300 avenue de l’Epie, 69400 Arnas France and

20 rue des Prés, 59161 Escaudoeuvres, France.

The following table provides an analysis of the group’s sales by geographical market.

‘000 eur

12/31/2022

000 eur

12/31/2021

‘000 eur

Belgium 8,945 2.8% 6,924

3.1%

Germany 114,162 36.0% 82,908

36.6%

Switzerland 33,044 10.4% 19,448

8.6%

France 18,520 5.8% 18,566

8.2%

Italy 18,158 5.7% 10,832

4.8%

Romania 10,686 3.4% 9,340

4.1%

The Netherlands 10,210 3.2% 7,574

3.3%

Turkey 6,497 2.0% 2,871

1.3%

Poland 6,275 2.0% 4,289

1.9%

United Kingdom 3,075 1.0% 1,988

0.9%

Other European countries 15,066 4.7% 12,669

5.6%

North America 44,470 14.0% 27,930

12.3%

Asia 26,843 8.5% 19,810

8.8%

Others 1,479 0.5% 1,168

0.5%

317,430 100% 226,317

100%

91% of the turnover of Circular Metals was realised in Europe whereas 63% of the turnover of Specialty Chemicals

was achieved in Europe.

CONSOLIDATED FINANCIAL STATEMENTS 2022 59

5.4.3.

Business segments/divisions

Our reportable segments reflect the significant components of our operations. We evaluate our business operations

in two segments, called divisions: “Specialty Chemicals” and “Circular Metals”. Discrete financial information on

these two segments is provided to the CODM (turnover is presented per BU, volumes are presented per division.)

The battery breaker activities in France are hosted in a new business unit called ‘recycled Batteries’ and are

integrated in our Circular Metals division (formerly Metals Recycling division) as it is an upstream addition to its

business. The plastics recycling company C2P becomes Campine ‘recycled Polymers’ business unit and is hosted

in the Specialty Chemicals division, due to its overlap in customers and technology with our Flame Retardant

Masterbatches BU (formerly Plastics BU) in Beerse.

The main activities are:

• Specialty Chemicals hosts all businesses which serve end-markets with chemical products and derivates. The

manufacturing of antimony trioxide used as flame-retardant, polymerization catalyst and pigment reagent

and the production of different types of polymer and plastic masterbatches. The Specialty Chemicals division

comprises the business units (BU’s) BU Antimony trioxide, BU FR Masterbatches and BU recycled Polymers.

BU Antimony BU FR BU recycled Total Specialty

Turnover in ‘000 eur

trioxide

Masterbatches

Polymers

Chemicals

31 December 2022 99,547 47,769 6,218

153,534

31 December 2021 72,411 33,941 -

106,352

∆

37.5%

40.7%

44.4%

The total (external and cross-business unit) turnover of the Specialty Chemicals division represents a volume of

18,483 ton (12/31/2021: 15,598 ton) (+18%). The split between external sales and cross-business unit sales can be

found in the table on the next page.

• Circular Metals hosts the businesses in which metals are being recovered from industrial and postconsumer

waste streams. The main activity is the manufacturing of lead alloys. To this business is added the growing

activity of the recycling of other metals such as antimony and tin. This division comprises the business units

(BU’s) BU Lead, BU Metals Recovery and BU recycled Batteries.

BU Metals BU recycled Total

Turnover in ‘000 eur

Recovery

BU Lead

Batteries

Circular Metals

31 December 2022 18,111 149,140 29,559

196,810

31 December 2021 14,945 127,226 -

142,171

∆

21.2% 17.2% -

38.4%

The total (external and cross-business unit) turnover of the Circular Metals division represents a volume of 91,813

ton (12/31/2021: 63,873 ton) (+44%). The split between external sales and cross-business unit sales can be found in

the table on the next page.

There is one customer in BU Lead who represents more than 10% of the group’s turnover (15%).

CONSOLIDATED FINANCIAL STATEMENTS 2022 60

Specialty Chemicals Circular Metals Unallocated Total

‘000 eur 12/31/2022 12/31/2022 12/31/2022 12/31/2022

REVENUE

External sales 153,534 163,896 - 317,430

Cross-business unit sales in the same segment - 32,914 -32,914

Total revenue 153,534 196,810 -32,914 317,430

RESULT

Segment operating result 4,388 9,431 - 13,819

Gain on bargain purchase

6,478 6,478

Operating result (EBIT)

21,409

Investment revenues - -

Hedging results - -612 - -612

Finance costs - - -747 -747

Result before tax

20,052

Income tax expense

-3,135

Result for the period

15,805

Specialty Chemicals

Circular Metals

Unallocated

Total

‘000 eur 12/31/2022 12/31/2022 12/31/2022 12/31/2022

OTHER INFORMATION

4,072

14,815

4,359

23,246

Capital additions 4,542 9,813 2,092 16,447

Depreciation and amortisation (incl. right-of-

use assets)

-1,506 -3,294 -959 -5,759

BALANCE SHEET

Assets

Fixed assets (incl. right-of-use assets) 7,108 21,334 5,492 33,934

Deferred tax - - 166 166

Cash paid in escrow - - 57 57

Inventories 25,625 24,250 2,161 52,036

Trade receivables 19,382 17,850 -1,613 35,619

Other receivables - - 2,873 2,873

Cash and cash equivalent - - 2,908 2,908

Total assets 52,115 63,434 12,044 127,593

Long term liabilities

Retirement benefit obligation - - 1,496 1,496

Deferred tax liabilities - - 741 741

Bank loans - - 5,250 5,250

Obligations under leases - - 184 184

Provisions 170 6,065 - 6,235

Short term liabilities

Retirement benefit obligation - - 14 14

Trade payables 6,052 16,105 986 23,143

Other payables - - 5,746 5,746

Capital grants - - 1,249 1,249

Derivatives - 632 - 632

Current tax liabilities - - 1,200 1,200

Obligations under leases - - 208 208

Bank overdrafts and loans* - - 21,945 21,945

Total liabilities 6,222 22,802 39,019 68,043

* Advances on bank overdrafts and loans are always withdrawn in function of the necessary working capital. They are considered to relate

to the whole of the group's four legal entities and are therefore not allocated at segment level.

CONSOLIDATED FINANCIAL STATEMENTS 2022 61

Specialty Chemicals Metals Recycling Unallocated Total

‘000 eur 12/31/2021 12/31/2021 12/31/2021 12/31/2021

REVENUE

External sales 106,352 119,965 - 226,317

Cross-business unit sales in the same segment - 22,206 -22,206

Total revenue 106,352 142,171 -22,206 226,317

RESULT

Segment operating result 10,583 8,514 - 19,097

Unallocated expenses

Operating result (EBIT)

19,097

Investment revenues - - - -

Hedging results - -786 - -786

Finance costs - - -346 -346

Result before tax

17,965

Income tax expense

-4,454

Result for the period

13,511

Specialty Chemicals

Circular Metals

Unallocated

Total

‘000 eur

12/31/2021

OTHER INFORMATION

Capital additions 1,038 5,621 1,718 8,377

Depreciation and amortisation (incl. right-of-use

assets)

-1,225 -2,277 -833 -4,335

BALANCE SHEET

Assets

Fixed assets (incl. right-of-use assets) 4,072 14,815 4,359 23,246

Deferred tax - - 104 104

Inventories 25,807 17,221 2,375 45,403

Trade receivables 14,376 7,340 38 21,754

Other receivables

1,915 1,915

Cash and cash equivalent - - 153 153

Total assets 44,255 39,376 8,944 92,575

Long term liabilities

Retirement benefit obligation - - 1,192 1,192

Deferred tax liabilities - - 219 219

Bank loans - - 1,500 1,500

Obligations under leases - - 206 206

Provisions 190 995 - 1,185

Short term liabilities

Retirement benefit obligation - - 31 31

Trade payables 5,800 14,610 3,841 24,251

Other payables - - 4,561 4,561

Capital grants - - 656 656

Derivatives - 65 - 65

Current tax liabilities - - 121 121

Obligations under leases - - 167 167

Bank overdrafts and loans* - - 10,448 10,448

Total liabilities

5,980

15,670

22,942

44,602

* Advances on bank overdrafts and loans are always withdrawn in function of the necessary working capital. They are considered to relate

to the whole of the group’s four legal entities and are therefore not allocated at segment level.

CONSOLIDATED FINANCIAL STATEMENTS 2022 62

5.5.

OTHER OPERATING EXPENSE AND INCOME

‘000 eur 12/31/2022 12/31/2021

OTHER OPERATING EXPENSE

Office expenses & IT 1,325

937

Fees 1,169

678

Insurances 695 541

Interim personnel 2,718

1,868

Expenses related to personnel 205

121

Carry-off of waste 4,209 4,066

Travel expenses 300

126

Transportation costs 6,692 2,998

Other purchase and sales expenses 733

721

Negative operating hedge result 430

687

Research & development 186

422

Renting 530 141

Subscriptions 365

472

Advertising - publicity 114

Other taxes (unrelated to result) 165

125

Financial costs (other than interest) 303

125

Others 387

220

20,526

14,316

‘000 eur

12/31/2022

12/31/2021

OTHER OPERATING INCOME

Positive operating hedge result 1,192

806

Finance income (other than interest) 1,325

Renting 53

Claims 244

Subsidies 229

228

Produced assets - own construction 180 294

Recuperation of costs from third parties 10

Others 110

3,343

1,407

CONSOLIDATED FINANCIAL STATEMENTS 2022 63

5.6.

FINANCE COSTS

‘000 eur 12/31/2022 12/31/2021

Interest on bank overdrafts, loans and factoring

742

335

Interest cost on leasing 5 11

Total borrowing costs 747 346

5.7.

INCOME TAX EXPENSE

‘000 eur

12/31/2022

12/31/2021

Current tax

3,806

4,478

Deferred tax -671 -24

Income

tax expense for the year 3,135 4,454

Domestic and French income tax are calculated at 25% (2021: 25%) of the estimated assessable result for the year.

The impact on the income tax due to the acquisition of the French entities amounts to € 1,112K.

‘000 eur

12/31/2022

12/31/2021

Result before tax

18,940

17,965

Tax at the domestic income tax rate of 25%

(2021: 25%)

4,735

4,491

Tax effect of expenses that are not deductible in determining taxable

result

Tax effect of Notional Interest Deduction (NID) 0

Tax settlement previous years 1 -90

Tax effect of utilisation of tax losses previously not recognised and

timing differences

-1,650

-39

Tax penalty (insufficient prepayments)

Effect of different tax rates of subsidiaries operating in other jurisdicti-

ons

Tax expense and effective tax rate for the period 3,135 4,454

CONSOLIDATED FINANCIAL STATEMENTS 2022 64

5.8.

DIVIDENDS AND TANTIÈME

The board proposes to pay a dividend amounting to € 3.75 mio based on the 2022 results. This dividend reflects

the policy to distribute 1/3 of the net result, this time taking into account the operational results and excluding the

one-time non-cash effect from the acquisition. A total dividend of € 4.2 mio was paid based on the 2021 result.

The board proposes to pay the non-executive directors a tantième for the financial year closed on 12/31/2022 as

follows:

Tantième € 15,000 € 15,000 € 15,000 € 30,000 € 15,000 € 90,000

For the financial year closed on 12/31/2021 a total tantième of € 90K was paid.

5.8.1.

Result per share

As no potential shares – which could lead to dilution – were issued and no activities were ceased, the diluted result

per share equals the basic result per share. The calculation of the basic and diluted result per share attributable to

the ordinary equity holders of the parent is based on the following data:

‘000 eur 12/31/2022 12/31/2021

RESULT

Result for purposes of basic and diluted results per share (result for the year

attributable to equity holders of the parent)

15.805

13.511

NUMBER OF SHARES

Weighted average number of ordinary shares for the purposes of basic and

diluted results per share

1.500.000

F.W. Hempel

FLG BELGIUM

YASS

DELOX

chairman

H.-R. Orgs

Tota

CONSOLIDATED FINANCIAL STATEMENTS 2022 65

5.9.

PROPERTY, PLANT AND EQUIPMENT

‘000

eur

Land and

buildings

Properties under

construction

Fixtures and

equipment

Total

COST

OR VALUATION

31 December 2020

15,777

1,919

75,223

92,919

Additions

769 386 7,209

8,364

Transfers

405 -1,919 1,514

31 December 2021 16,951 386 83,946

101,283

Additions

6,522

246

8,981

15,749

Transfers

-386 386

31 December 2022 23,473 246 93,313

117,032

ACCUMULATED

DEPRECIATION

31 December 2020

13,045

61,361

74,406

Depreciation

charge for the year 293 - 3,815

4,108

31 December 2021 13,338 - 65,176

78,514

Depreciation

charge for the year

467

5,077

5,544

31 December 2022 13,805 0 70,253

84,058

CARRYING

AMOUNT

31 December 2022 9,668 246 23,060

32,974

31 December 2021 3,613 386 18,770

22,769

New investments amount to € 15,749K of which € 9,019K is attributable to the French acquisitions: € 5,945K for

land and buildings and € 3,074K for furnishings and equipment.

We always depreciate until residual value 0. The following depreciation rates are used for property, plant and

equipment:

Industrial, administrative, commercial buildings 5%

Furniture 20%

Vehicles 25%

Installations, machinery and equipment 5% –33% depending on the life time

The group has not pledged land and buildings to secure banking facilities granted to the group.

CONSOLIDATED FINANCIAL STATEMENTS 2022 66

5.10.

INTANGIBLE ASSETS

‘000 eur

Patents, trademarks and

software purchased

COST

On 31 December 2020 1,927

Additions

On 31 December 2021 1,940

Additions 591

On 31 December 2022 2,531

ACCUMULATED DEPRECIATION

On 31 December 2020 1,797

Charge for the year 40

On 31 December 2021 1,837

Charge for the year 126

On 31 December 2022 1,963

CARRYING AMOUNT

On 31 December 2022

568

On 31 December 2021

103

Of the € 591K additions, € 285K relates to the renewal of the IT infrastructure in Beerse. The set-up of a new IT

structure in the French entities amounted to € 225K.

The intangible assets included in the table have finite useful lives. Intangible assets are, depending on the category,

depreciated over 3 to 8 years.

5.11. SUBSIDIARIES

Details of the group’s subsidiaries on 12/31/2022 are as follows:

Name of subsidiary

Place of incorporation

(or registration)

and operation

Proportion of

ownership interest

Proportion

of voting

power held Principal activity

Campine Recycling nv

VAT: BE0474.955.451 Belgium 99,99% 100% Lead recycling

Campine France sas TVA: FR83

911 549 699

(since 07/07/2022) France 100,00% 100% Lead recycling

Campine recycled Polymers

TVA: FR 59 342 238 649

(since 07/07/2022) France 100,00% 100% Plastic recycling

There are no restrictions on the access to and use of the assets of the subsidiaries nor on the proceedings to settle

commitments of the group.

CONSOLIDATED FINANCIAL STATEMENTS 2022 67

5.12.

INVENTORIES

‘000 eur

12/31/2022

12/31/2021

Raw materials

15,060

12,738

Work-in-progress 12,314

9,603

Finished goods 24,662

23,062

52,036

45,403

The inventory per year-end includes an amount written-off of € 1,502K (2021: € 636K) because of the lower of cost

and market value. The market value is the estimated selling price under normal circumstances less the estimated

conversion cost and the estimated costs of realizing the sale (marketing, sales and distribution). The estimated

sales price is determined using the LME (London Metal Exchange) quotations for lead. For the antimony price we

refer to the current prices in combination with the already contracted purchase and sales contracts.

The inventories are part of the plege on trade fund granted to the banks (see note 5.22).

The increase is mainly due to the share of the inventory located in our French entities which reaches € 6,247K on

12/31/2022 (€ 5,819K on 07/07/2022 point of acquisition).

5.13.

FINANCIAL ASSETS

The board of directors confirms that the carrying amount of trade and other receivables approximates their fair

value as those balances are short-term.

5.13.1.

Trade receivables

‘000 eur 12/31/2022 12/31/2021

Amounts receivable from the sale of goods

35,619

21,754

35,619

21,754

An allowance has been recorded for estimated irrecoverable amounts from the sale of goods of € 1,044K (2021:

€ 1,011K). This allowance has been determined on a case-by-case basis. Balances are written off when sufficiently

certain that the receivable is definitely lost. The amount of the receivables of our French entities represents

€ 9,673K (€ 2,810K on 07/07/2022 point of acquisition).

The total amount from sales of goods amounting to € 35,619K includes € 17,022K subject to commercial factoring

by a credit institute. Based on these receivables the credit institute can deposit advances on the account of

Campine (€ 9,625K on 12/31/2022, see note 5.16. Bank borrowings) and afterwards collects the receivables itself.

The credit risk stays at Campine and is covered by a credit insurance.

There are no significant overdue amounts, older than 30 days, which are not provided for and/or are not fully

covered by a credit insurance. Management has evaluated the expected loss provision on trade receivables but

concluded that there was no need for a (material) additional provision on top of the specific bad debt provisions

already recorded.

CONSOLIDATED FINANCIAL STATEMENTS 2022 68

5.13.2.

Other receivables

‘000 eur 12/31/2022 12/31/2021

Other receivables

2,873

1,915

2,873 1,915

Other

receivables principally comprise amounts reclaimed V.A.T.

5.13.3.

Bank balances and cash

Bank balances and cash comprise cash held by the group and short-term bank deposits with an original maturity of

three months or less. The carrying amount of these assets approximates their fair value.

5.13.4.

Credit risk

The group’s principal financial assets are bank balances and cash, trade and other receivables. The credit risk on

liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international

credit-rating agencies.

The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet

are after allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss

event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

Concentrations of credit risk with respect to trade receivables are limited due to the group’s customer base being

large and unrelated. Due to this, the board of directors believes that there is no further credit risk provision required

in excess of the allowance for bad and doubtful debts.

Roll

-forward of the allowances for doubtful debtors:

‘000 eur

12/31/2022

12/31/2021

Opening allowance doubtful debtors

1,011

Additions 33 -

Reversals - -

Closing allowance doubtful debtors

1,044

1,011

Included in the group’s trade receivable balance are debtors with a carrying amount of € 2,453K (2021: € 2,430K)

which are past due at the reporting date but for which the group has not provided as there has not been a

significant change in credit quality and the amounts are still considered recoverable. The group has taken out a

credit insurance for these amounts. The average age of these receivables is 13 days past due (2021: 20 days).

5.14.

OTHER FINANCIAL ASSETS AND LIABILITIES

5.14.1.

Derivatives

For a detailed description we refer to accounting policy 5.2.6 Financial instruments mentioned in this report.

The table below summarises the net change in fair value – realised and unrealised – of the positions on the LME

lead / tin futures market where it sells forward lead and tin via future contracts.

‘000 eur

Fair value of

current instruments

Underlying lead

volumes (in ton)

On 31 December 2021 -65 2,650

On 31 December 2022 -632 5,150

CONSOLIDATED FINANCIAL STATEMENTS 2022 69

The change in fair value in income statement amounts to € -612K (2021: € -786K).

The fair value of the derivatives are included in the balance sheet as current liabilities – derivatives for € 632K.

The classification of the fair value of the hedge instruments is level 1 (unadjusted quoted prices in an active market

for identical assets or liabilities) in the “fair value hierarchy” of IFRS 13.

5.14.2 Lease obligations

Roll forward of right-of-use assets:

‘000 eur Company cars

On 31 December 2020 402

Additions 158

Depreciation charge for the year -187

Disposals -

On 31 December 2021 373

Additions 108

Depreciation charge for the year -89

Disposals -

On 31 December 2022 392

Leased assets relate to company cars. The repayments of operating lease liabilities during 2022 amount to € 94K.

The depreciation charges reached € -89K and the financial charges amounted to € 5K.

The group also applies the practical expedients for operating leases of which the contract has a limited duration or

operating leases where the underlying assets have a low value.

There were no restrictions or purchase options related to the agreements which are not index related. Lease

arrangements are negotiated for an average term of four years.

5.15. SHARE CAPITAL

‘000 eur

12/31/2022

12/31/2021

Authorised

1,500,000 ordinary shares of par value of 2.67 eur each

4,000

Issued and fully paid 4,000 4,000

The

company has one class of ordinary shares which carry no right to fixed income.

CONSOLIDATED FINANCIAL STATEMENTS 2022 70

5.16.

BANK BORROWINGS (LEASE OBLIGATIONS EXCLUDED)

‘000 eur

12/31/2022

12/31/2021

Bank loans - investment credit

8,250

4,125

Bank overdrafts 7,994 177

Advances on factoring 10,951 7,646

27,195 11,948

Repayable borrowings

Bank loans after more than one year 5,250 1,500

Bank loans within one year 3,000 2,625

Bank overdrafts 7,994 177

Advances on factoring 10,951 7,646

27,195 11,948

Average interest rates paid

Bank loans - investment credit

1.99%

1.50%

Bank overdrafts 2.86% 1.58%

Advances on factoring 1.73% 1.32%

In the first semester 2022 Campine contracted new investment credits for an amount of € 7,500K, repayable over a

period of 5 years. On 12/31/2022, € 6,750K was open on this new investment credit.

Bank loans are arranged at fixed interest rates. Other borrowings (bank overdrafts and advances on factoring:

€ 18,945K on 12/31/2022 (€ 5,110K on 07/07/2022 point of acquisition) (on 12/31/2021: € 7,823K) are arranged

at floating rates, thus exposing the group to an interest rate risk (see note 5.26.1.). On 12/31/2022, the group had

available € 22,455K (12/31/2021: € 17,359K) of undrawn committed borrowing facilities.

In the credit agreements with our banks a number of covenants are agreed upon based on equity, solvency and

stock rotation. On 12/31/2022 Campine complied with all covenants:

•

The equity (corrected for intangible fixed assets and deferred taxes) amounted to € 59,557K on 12/31/2022

compared to the required minimum of € 22,000K.

•

The solvency ratio on 12/31/2022 (47%) is in compliance with the required ratio of 30%.

•

With a stock rotation (regarding the stock in Belgium) of 64 days Campine complied to the stock rotation ratio

(< 90 days) on 12/31/2022.

Roll forward financial liabilities and reconciliation with cash flow:

‘000 eur

12/31/2022

Financing cash-flow

12/31/2021

Bank overdrafts 7,994 7,817 177

Advances on factoring 10,951 3,305 7,646

Bank loans - investment credit 8,250 4,125 4,125

27,195 15,247 11,948

CONSOLIDATED FINANCIAL STATEMENTS 2022 71

5.17.

DEFERRED TAX

The following are the major deferred tax liabilities and assets recognised by the group, and the movements thereon,

during the current and prior reporting periods.

Timing

income

The balance of € 575K (12/31/2021: € 115K) consists of a deferred tax asset ad € 166K (12/31/2021: € 104K) and a

deferred tax liability of € 741K (12/31/2021: € 219K). The changes are mainly due to the acquistion of the French entities.

In the opening balance sheet, we assumed € 1,112K of deferred tax liability of which € 672K was utilised subsequent

to the acquisition. The other part of the deferred tax liabilities (€ 188K) relates to the investment grant of € 1 million

that Campine received in 2021.

5.18.

TRADE AND OTHER PAYABLES

5.18.1

Trade payables

Trade creditors and accruals principally comprise amounts outstanding for trade purchases. The carrying amount

of trade payables approximates their fair value as those balances are short-term.

There are no trade payables older than 60 days (with the exception of disputes), hence an age analysis is irrelevant.

‘000 eur

12/31/2022

12/31/2021

Trade creditors and accruals 23,143 24,251

23,143 24,251

The trade payables of the French entities amount to € 6,925K on 12/31/2022 (€ 5,110K on 07/07/2022 point of

acquisition).

5.18.2 Other

payables

‘000 eur 12/31/2022 12/31/2021

Other payables and accruals 5,091 5,217

5,091 5,217

Other

payables and accruals principally comprise amounts outstanding for ongoing costs.

differences

Positive

Retirement

on fixed

‘000 eur assets

fair value

derivatives

benefit

obligations

Fiscal

losses

Others

Capital

Grants

Total

On 31 December 2020 3 23 -112 - - - -

Charge/(credit) to result for the year -2 -23 -11 - 12 219

195

Charge/(credit) to other comprehensive

- - -

On 31 December 2021 1 - -117 - 12 219

115

Charge/(credit) to result for the year 552

-108

-31

439

Charge/(credit) to other comprehensive

- 21 - - - 21

On 31 December 2022 553 0 -70 - -96 188 575

CONSOLIDATED FINANCIAL STATEMENTS 2022 72

5.18.3

Capital grants

‘000 eur 12/31/2022 12/31/2021

Capital grants 1,249 656

1,249 656

Capital grants comprise amounts which are spread in the proceeds. The changes are due to the acquistion of the

French entities.

5.19.

LIQUIDITY RISK

The following table details the group’s remaining contractual maturity for its non-derivative financial liabilities. The

table has been drawn based on the undiscounted cash flows of financial liabilities based on the earliest date on

which the group can be required to pay.

Other liabilities consist of other payables, capital grants and provisions for production waste.

5.20.

FINANCIAL INSTRUMENTS

The major financial instruments of the group are financial and trade receivables and payables, investments, cash

and cash equivalents as well as derivatives.

The financial instruments as on 12/31/2022 are presented below:

‘000 eur

Categories

Book value

Fair value

Level

Fixed assets

II. Current Assets

Trade receivables

21,754

Other receivables

1,915

Cash and cash equivalents

153

Total

financial instruments on the assets side of the

23,822 23,822

balance sheet

Non-current liabilities

Interest-bearing liabilities

1,500

Obligations

under leases

206 206

II. Current liabilities

Interest

-bearing liabilities

10,448 10,448

Current

trade debts

24,251 24,251

Current

other debts

4,561 4,561

Capital

grants

656 656

Obligations

under leases

167 167

Total financial instruments on the

liabilities side of the balance sheet

41,854 41,854

The categories correspond with the following financial instruments:

A. Financial assets or liabilities held until maturity, at the amortised cost.

B. Investments held until maturity, at the amortised cost.

C. Assets or liabilities, held at the fair value through the profit and loss account.

The aggregate financial instruments of the group correspond with levels 1 and 2 in the fair values hierarchy.

•

Level 1: unadjusted quoted prices in an active market for identical assets or liabilities.

•

Level 2: the fair value based on other information, which can, directly or indirectly, be determined for the

relevant assets or liabilities.

•

Level : valuation techniques for which the lowest level input that is significant to the fair value measurement is

unobservable.

The valuation techniques regarding the fair value of the level 2 financial instruments are the following:

•

The fair value of the other level 2 financial assets and liabilities is almost equal to their book value:

- either because they have a short-term maturity (like trade receivables and debts),

- or because they have a variable interest rate.

•

For fixed-income payables the fair value was determined using interest rates that apply to active markets.

CONSOLIDATED FINANCIAL STATEMENTS 2022 74

5.21. PROVISIONS AND CLAIMS

‘000 eur

Soil sanitation cost

Other

Total

On 31 December 2021

995

190

1,185

Additional provision 5,070 -20 5,050

On 31 December 2022 6,065 170 6,235

‘000 eur

12/31/2022

12/31/2021

Analysed as:

Current liabilities

- -

Non-current liabilities

6,235 1,185

The provisions amounted to € 6,235K on 12/31/2022. These mainly relate to the soil sanitation obligation (€ 6,065K)

on and around the site of the group and other environmental items. The increase is mainly due to the French

acquisition which also brought with it, a probable need for soil contamination remediation, and an increase of the

existing liabilities for the Beerse site as a result of inflation. Finally, a newly decided investment project for Belgium

in 2022, requires upfront soil remediation costs, which explain the remainder of the increase.

The provisions were determined in compliance with the requirements of OVAM – by an independent study bureau.

Campine is subject to proceedings, lawsuits and other claims related to products and other matters. We are

required to assess the likelihood of any adverse judgements or outcomes to these matters as well as potential

ranges of probable and reasonably possible losses. A determination of the amount of liability to be recorded, if any,

for these contingencies is made after careful analysis of each individual issue.

There are currently no claims for which the probability of a cash outflow is considered possible or probable.

5.22.

CONTINGENT LIABILITIES

The pledge on trade fund was granted to the banks for a maximum amount of € 41,250K (12/31/2021: € 25,740K)

but limited to the maximum amount of financing which amounted to € 24,567K on 12/31/2022 (12/31/2021:

11,795K).

5.23.

SHARE-BASED PAYMENTS

During the financial year closed on 12/31/2022 none of the members of the executive management team received

any shares, share options or other rights to acquire shares of the company or group.

CONSOLIDATED FINANCIAL STATEMENTS 2022 75

5.24.

EMPLOYEE BENEFITS EXPENSE

‘000 eur

12/31/2022

12/31/2021

Long term

Pension cost (incl. early retirement)

560

496

Short term

Salaries

12,964

11,189

Contribution social security 3,881 3,048

Structural reduction social contribution -1,041 -910

Other employee benefits expense 1,716 1,593

18,080 15,416

Average number of FTE’s

228

188

The total impact of the French entities was € 1,654K which was related to the second semester 2022.

5.25.

POST RETIREMENT BENEFITS

Following amounts with regard to the (early) retirement are booked on the balance sheet:

‘000 eur

12/31/2022

12/31/2021

Defined benefit plan

1,096

1,168

Early retirement provision 414 55

1,510 1,223

CONSOLIDATED FINANCIAL STATEMENTS 2022 76

5.25.1.

Pension benefit plan

The group operates a funded pension benefit plan for qualifying employees of Campine and its subsidiary in

Belgium. The pension benefit plan foresees an amount based on the salary and seniority payable as of the age of

65. For the financed plans, plan assets consist of mixed portfolios of shares, bonds or insurance contracts. The plan

assets do not contain direct investments in Campine shares or in fixed assets or other assets used by the group.

The current plans for which active contributions are paid consist only of “defined contribution” plans. Just

for white-collar workers with a higher seniority there are still ongoing “defined benefit” plans, but no active

contributions are being paid for these anymore.

CONSOLIDATED FINANCIAL STATEMENTS 2022 77

The current value of the retirement benefit obligations and the assets has evolved as follows:

‘000 eur

Pension obligation

(IAS 19)

Plan Assets Deficit

Net liability /

(asset)

On 31 December 2021

6,990

-5,822

1,168

Components of defined benefit cost

Service cost in P/L - - -

Current service cost (net of employee contributions) 481 - -

481

Past service cost (incl. effect of curtailments) - - -

Settlement (gain)/loss - - -

Service cost

481

Net interest on the net liability / (asset) in P/L

Interest cost on pension obligation 68 - -

Interest income on plan assets - -59 -

-59

Interest on effect of the asset ceiling - - -

Net interest

Administration costs paid from plan assets in P/L

Components of defined benefit cost recognised in P/L

490

Remeasurements of the net liability / (asset) in OCI

Actuarial (gain) / loss arising from

- Changes in demographic assumptions - - -

- Changes in financial assumptions -2,261 - -

-2,261

- Experience adjustments 216 - -

216

Return on plan assets (excl. amounts in net interest) - 1,963 -

1,963

Change in effect of the asset ceiling (excl. amounts

in net interest)

Total remeasurement recognised in OCI -82

Defined benefit cost (total amount recognised

in P/L and OCI)

408

Cash Flows

Employee contributions

Employer contributions to plan assets (incl. 4.4% taxes) - -480 - -480

Benefit payments from plan assets -101 101 - -

Direct benefit payments by employer - - - -

Taxes paid from plan assets (4.4%)

-18

Taxes paid directly by employer (8.86%) -37 37 - -

On 31 December 2022 5,338 -4,242 1,096 1,096

CONSOLIDATED FINANCIAL STATEMENTS 2022 78

Pension obligation Net liability /

‘000 eur

(IAS 19)

Plan Assets

Deficit

(asset)

On 31 December 2020

7,326

-6,208

1,118

Components of defined benefit cost

Service cost in P/L - - - -

Current service cost (net of employee contributions) 516 - - 516

Past service cost (incl. effect of curtailments)

Settlement (gain)/loss - - - -

Service cost

516

Net interest on the net liability / (asset) in P/L

Interest cost on pension obligation 25 - - 25

Interest income on plan assets

-22

Interest on effect of the asset ceiling - - - -

Net interest

Administration costs paid from plan assets in P/L

Components of defined benefit cost recognised in P/L

519

Remeasurements of the net liability / (asset) in OCI

Actuarial (gain) / loss arising from

- Changes in demographic assumptions - - - -

- Changes in financial assumptions

-699

- Experience adjustments 80 - - 80

Return on plan assets (excl. amounts in net interest) - 598 - 598

Change in effect of the asset ceiling (excl. amounts

in net interest)

Total remeasurement recognised in OCI -21

Defined benefit cost (total amount recognised

in P/L and OCI)

498

Cash Flows

Employee contributions - - -

Employer contributions to plan assets (incl. 4.4% taxes) - -448 - -

448

Benefit payments from plan assets -206 206 -

Direct benefit payments by employer - - -

- - -

Taxes paid from plan assets (4.4%) -17 17 -

Taxes paid directly by employer (8.86%) -35 35 -

On 31 December 2021 6,990 -5,822 1,168

1,168

The

average duration of the benefit plan with fixed income is 13 years.

The average duration of the benefit plan with fixed costs is 16 years.

CONSOLIDATED FINANCIAL STATEMENTS 2022 79

Major

actuarial assumptions in use at balance sheet date:

12/31/2022 12/31/2021

Discount rate

3.80%

0.98%

Expected rate of salary increases 3.20% 2.90%

Inflation 2.20% 1.90%

Split

of the plan assets on balance sheet date:

12/31/2022 12/31/2021

Equity securities, incl. cash

Fixed income securities

95%

100%

Sensitivity analysis of a percentage increase or decrease in the discount rate or an increase in salary to the

retirement benefit obligation:

Discount rate

-0.50%

0.50%

Assumptions 3.30% 3.80% 4.30%

Pension obligation (K eur) 5,620 5,338 5,092

Salary increase

-0.50%

0.50%

Assumptions 2.70% 3.20% 3.70%

Pension obligation (K eur) 5,292 5,338 5,385

The

group expects to contribute € 412K to its defined benefit plans in 2023.

5.25.2.

Early retirement provisions

Early retirement provisions are set up based on agreements with those affected on amounts to be paid until the

age of 65 year. The provision on 12/31/2022 amounts to € 14K (on 12/31/2021: € 55K). For the French entities,

provisions have also been made for pensions and seniority for a total amount of € 400K.

5.26.

MARKET RISK

5.26.1.

Interest risk

Funding of the company is done through bank loans, bank overdrafts and factoring. On 12/31/2022 bank loans

amounted to € 8,250K, bank overdrafts and advances on factoring amounted to € 18,945K. Bank loans are

arranged at fixed rates. The bank overdrafts and advances on factoring are arranged at variable rates (see note

5.16.).

An increase or decrease of the interest with 10% would have an impact on the income statement of € -42K (in case

of 10% increase) or € +42K (in case of 10% decrease) based upon the amount on 12/31/2022. The retained earnings

will also be influenced.

CONSOLIDATED FINANCIAL STATEMENTS 2022 80

5.26.2.

Foreign Exchange risk

The group is managing its foreign currency risk by matching foreign currency cash inflows with foreign cash

outflows (USD is our main foreign currency).

An increase or decrease of the USD/EUR rate with 10% would have an impact on the income statement of € -80K

(in case of 10% increase) or € +80K (in case of 10% decrease) based upon the assets and liabilities denominated in

USD on 12/31/2022. The retained earnings will also be influenced.

5.26.3.

Price risk

The value of these fixed price contracts and the future LME commitments are both shown in the balance sheet;

changes in the values will be shown in the profit and loss account (see note 5.14.1. Derivatives).

There is no price risk on the fixed price contracts as the impact of price fluctuation on respective fixed purchase

and sell contracts are compensated by the impact on the respective sell and purchase contracts on the LME.

A movement of the LME lead- and tin futures price by 10% would have impacts on the income statement. The

immediate effect based on the underlying open position on 12/31/2022 of a price fall of 10% would be € +1,128K or

of a price raise of 10% would be € -1,128K.

5.27.

EVENTS AFTER THE BALANCE SHEET DATE

The company and group have not been impacted by the current bank crisis and has no exposure to US or Swiss banks.

On March 8th 2023 the European General Court of the EU decided in favour of Campine in the case of Campine

against the EC for interest refund. Campine claimed back € 300K of interest based on the 2019 judgement of

Campine’s limited involvement in the battery case. The European Commission can appeal against this verdict.

No other significant events occurred after the close of the year.

5.28.

RELATED PARTIES

As to the transparency notification of 9 July 2019 the current shareholder structure of Campine is:

Name Number of shares % of the voting rights

F.W. Hempel Metallurgical GmbH Weißensteinstraße 70,

46149 Oberhausen, Germany 1.077.900 71,86%

The ultimate parent of the group is the F.W. Hempel Familienstiftung. The ultimate controlling person is

Mr Friedrich-Wilhelm Hempel.

Transactions between the company and its subsidiary, which are related parties of the company, have been

eliminated on consolidation and are not disclosed in this note. Transactions between the group and the

management and key-management are disclosed in the Remuneration report. Details of transactions between the

group and other related parties are disclosed below.

CONSOLIDATED FINANCIAL STATEMENTS 2022 81

5.29.

RELATED PARTY TRANSACTIONS

All related party transactions are conducted on a business base and in accordance with all legal requirements and

the Corporate Governance Charter.

5.29.1.

Trading transactions

In 2022, group entities entered into the following trading transactions with related parties that are not members of

the group:

•

Purchase of lead wastes from Hempel Legierungsmetalle GmbH for € 832K (2021: € 930K). There is no open

amount on 12/31/2022.

5.29.2.

Other transactions

The companies below passed through personnel and IT expenses to the Campine group:

•

F.W. Hempel Metallurgical: € 325K (2021: € 341K). Open amount on 12/31/2022: € 14K.

•

F.W. Hempel & Co Erze und Metalle: € 98K (2021: € 103K). There is no open amount on 12/31/2022.

The Campine group passed through personnel and IT expenses to

F.W. Hempel & Co Erze und Metalle: € 8K (2021: € 8K). There is no open amount on 12/31/2022.

5.30.

RIGHTS AND OBLIGATIONS NOT INCLUDED IN THE BALANCE SHEET

Commercial commitments: There are firm commitments to deliver or receive metals to customers or from suppliers

at fixed prices.

‘000 eur

12/31/2022

12/31/2021

Commercial commitments for metals purchased (to be received)

6,729

10,026

Commercial commitments for metals sold (to be delivered)

17,336

18,378

5.31.

COMPENSATION OF KEY MANAGEMENT PERSONNEL

The total remuneration of the executive management team including the board members amounts to € 2,328K

(2021: € 2,263K).

‘000 eur

12/31/2022

12/31/2021

Board

Fixed remuneration

141

133

Tantième 90

Executive management team (incl. CEO)

Fixed remuneration

1,507

1,411

Other benefits 53

Pension cost 38 38

Variable

remuneration one year 349 338

Variable

remuneration multiple year 150 200

Total

compensation paid to key management personnel 2,328

2,263

None of the above-mentioned persons received any shares, share options or other rights to acquire shares of the

company or group. The remuneration of the members of the executive management team is decided upon by the

Nomination and Remuneration committee, based on market trends and individual performances.

5.32.

APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the board of directors and authorised for issue on 10 March 2023.

Besloten vennootschap

Société à responsabilité limitée

RPR Brussel - RPM Bruxelles - BTW-TVA BE0446.334.711-IBAN N° BE71 2100 9059 0069

*handelend in naam van een vennootschap:/agissant au nom d'une société

A member firm of Ernst & Young Global Limited

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Borsbeeksebrug 26

B - 2600 Antwerpen (Berchem)

Tel: +32 (0) 3 270 12 00

ey.com

Independent auditor report to the general meeting of Campine NV for the

year ended 31 December 2022

In the context of the statutory audit of the Consolidated Financial Statements of Campine NV (the

“Company”) and its subsidiaries (together the “Group”), we report to you as statutory auditor. This

report includes our opinion on the consolidated balance sheet as at 31 December 2022,

the consolidated income statement, the consolidated overview of the comprehensive income, the

consolidated statement of changes in equity and the consolidated cash flow statement for the year then

ended, and the disclosures (all elements together the “Consolidated Financial Statements”) as well as

our report on other legal and regulatory requirements. These two reports are considered one report

and are inseparable.

We have been appointed as statutory auditor by the shareholders’ meeting of 26 May 2021, in

accordance with the proposition by the Board of Directors following recommendation of the Audit

Committee and following recommendation of the workers’ council. Our mandate expires at the

shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending

31 December 2023. We have performed the audit of the Consolidated Financial Statements of the

Group during two consecutive years.

Report on the audit of the Consolidated Financial Statements

Unqualified opinion

We have audited the Consolidated Financial

Statements of Campine NV, that comprise the

consolidated balance sheet as at

31 December 2022, the consolidated income

statement, the consolidated overview of

comprehensive income, the consolidated

statement of changes in equity and

the consolidated statement of cash flows for the

year then ended and the disclosures, which show

a consolidated balance sheet total of K€ 127,593

and for which the consolidated income statement

shows a profit for the year of K€ 15,805.

In our opinion, the Consolidated Financial

Statements give a true and fair view of the

consolidated net equity and financial position as

at 31 December 2022, and of the consolidated

result and the consolidated cash-flows for the

year then ended, prepared in accordance with the

International Financial Reporting Standards as

adopted by the European Union (“IFRS”) and with

applicable legal and regulatory requirements in

Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with

International Standards on Auditing (“ISA’s”)

applicable in Belgium. In addition, we have applied

the ISA's approved by the International Auditing

and Assurance Standards Board (“IAASB”) that

apply at the current year-end date and have not

yet been approved at national level. Our

responsibilities under those standards are further

described in the “Our responsibilities for the audit

of the Consolidated Financial Statements” section

of our report.

We have complied with all ethical requirements

that are relevant to our audit of the Consolidated

Financial Statements in Belgium, including those

with respect to independence.

We have obtained from the Board of Directors and

the officials of the Company the explanations and

information necessary for the performance of our

audit and we believe that the audit evidence we

have obtained is sufficient and appropriate to

provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our

professional judgment, were of most significance

in our audit of the Consolidated Financial

Statements of the current reporting period.

Audit report dated 24 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

These matters were addressed in the context of

our audit of the Consolidated Financial

Statements as a whole and in forming our opinion

thereon, and consequently we do not provide a

separate opinion on these matters.

Significant impact of metal price

fluctuations on the valuation of inventory,

operating profit, and group hedging results

Description of the Key Audit Matter

The market prices of metals (mainly lead and

antimony) may be subject to significant

fluctuations due to supply and demand changes

relating to these metals on the markets. This has

a significant impact on the Group's valuation of

the inventory, the operating result, and of the

hedging results, and is therefore a key audit

matter.

Inventory:

The inventory is valued according to the FIFO

method, which means that the valuation closely

matches the evolution of market prices.

Consequently, significant price evolutions have a

direct impact on the valuation of the inventory at

the end of the closing period. As per 31 December

2022, the inventory consists of the following

components: (i) raw materials (K€ 15,060), (ii)

work in progress (K€ 12,314), and (iii) finished

products (K€ 24,662).

As a result of frequent price changes in the

market, the Group performs a monthly so-called ‘-

“lower of cost or market” - or net recoverability

analysis. The resulting “lower of cost or market” -

provision is calculated on the raw materials of

metals, the by-products and the finished goods. In

calculating this provision, the Group compares the

valuation of the aforementioned inventory items

against independent market benchmarks (such as

for example, the "London Metal Exchange" or

“LME” for lead prices) or the Group uses its own

valuation method that is close to the market price

when the market price is not publicly available

(such as for antimony, for example).

Operational and hedging result:

Since there is a time delay between the moment

of a purchase and of a sale, there is a risk that the

operating margin will be subject to the impact of

price fluctuations for metals in the period

between the purchase of the metal as a raw

material and the sale of the finished products.

In order to reduce that price risk, the Group uses

derivatives whereby a distinction must be made

between the metals for which a liquid market

exists (e.g. lead) and those for which there is no

such market (e.g. antimony).

Hedging metals for which there is no liquid market

is mainly done by means of natural hedging of

physical positions, trying to align the buying and

selling positions as closely as possible in order to

minimize price risk. On the other hand, derivatives

are used for metals for which there is a liquid

market in order to limit the price risk on open

inventory positions and future sales transactions.

Due to the fact that the Group does not apply

hedge accounting, the impact of the derivatives

used, is recognized in the income statement, in

accordance with the principles set out in IFRS 9

"Financial Instruments".

How our Audit addressed the Key Audit

Matter

• Evaluation of the design of internal controls

with regard to the valuation of inventory (and

the related derivatives);

• Substantive audit procedures through

sampling, on the valuation of raw materials

inventory of metals and of the valuation of

these raw materials included in the

manufacturing price of work in progress and

of finished goods;

• Substantive audit procedures of the market

value determination and the analysis by

management of determining the lower of cost

or market provision, by reconciliation with

independent market data for lead prices and

alternative evidence for antimony prices.

This included procedures to assess the

reasonableness and consistency of the input

used by management (such as contracted and

expected sales, estimates of price evolutions,

and price sensitivity analysis);

• An assessment of the detailed margin analysis

per business unit, as prepared by

management, and in which the operational

results of these business units are discussed

in relation to the evolution of the market

prices;

Audit report dated 24 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

• Verifying the completeness, existence, and

valuation of the open hedging transactions by

agreeing these positions with the

confirmations received from the brokers;

• Verifying the accuracy of the hedge results

recorded by agreeing these results with the

confirmations received from the brokers for a

sample of closed hedging transactions;

• Monitoring the application of the IFRS 9

accounting principles of the aforementioned

hedging transactions and related hedge

results;

• Assessment of the appropriateness of the

information on derivatives in Notes 5.20

“Financial Instruments and 5.14.1

"Derivatives" and assessment of the

appropriateness in Note 5.26.3 of

management's price risk and the description

of this risk and the related sensitivity analysis.

Accounting treatment of the

environmental remediation provisions

Description of the Key Audit Matter

The total provision for risks and costs as per

31 December 2022 amounts to K€ 6,235, of

which K€ 6,065 relates to environmental related

provisions.

The decision to recognize these provisions is

mainly determined by the expected liability and

associated remediation obligation that exists at

the balance sheet date or will take effect in the

event that the Group starts its existing investment

and remediation plans.

The evaluation of the extent of the remediation

(and associated estimated cost) is determined on

the basis of reports by external environmental

experts and calculations made by competent

government authorities that monitor compliance

with environmental legislation.

The final settlement of these provisions may be

significantly affected by (i) the effective pollution

and the related remediation costs, (ii) any

changes in managements decisions regarding

investment plans (and related remediation), (iii)

evolution of technology or (iv) changes in

legislation. As a result, the final settlement of

these provisions made may differ significantly

from what was recorded based on previous

estimates, which may have a material effect on

the Group Financial Statements, and is therefore a

key audit matter.

How our Audit addressed the Key Audit

Matter

• Evaluation of management's assessment and

used (investment) plans, regarding the

probable outcome and possible financial risk

of the relevant environmental remediation;

• We assessed the competence, expertise, and

objectivity of the external environmental

experts appointed by management to

substantiate the assumptions and calculations

regarding the determination of the provision;

• Assessing the completeness of the inventory

of environmental related mediation as well as

the evolutions, through discussions with

management and the audit committee, as well

as where possible through direct

confirmations from the external advisors of

the Group or relevant public authorities;

• Analyzing the minutes of the board of

directors and of the audit committee, in which

the environmental provisions and

developments in this regard are discussed;

• Reading and analyzing pertinent and new

correspondence between the parties involved,

such as neighboring companies in the area,

the respective authorities responsible for

environmental matters, local governments,

etc., that are important in the final settlement

of the costs associated with these

environmental remediations;

• Assessment of the recognition and valuation

of environmental provisions in accordance

with IAS 37 Provisions;

• Assessment of the adequacy of the

remediation information as included in Note

5.21 of the Consolidated Financial

Statements.

Business Combinations

Description of the Key Audit Matter

As described in Note 5.4 to the Consolidated

Financial Statements, the Company entered into a

business combination in July 2022 by the

acquisition of certain activities from a French

company Recylex SA and its subsidiary C2P.

Audit report dated 24 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

The purchase price allocation exercise (“PPA”),

described in Note 5.4.1, was provisionally

completed during the year in accordance with

IFRS 3 and resulted in a recognized a net gain on

bargain purchase (net of taxes) of € 6.5 million as

at 31 December 2022. The net gain on bargain

purchase is still provisional considering that the

Company has one year to finalize the PPA in

accordance with IFRS 3.

A PPA involves significant judgments and

estimates by the management to assess the fair

value of the assets acquired and liabilities

assumed in accordance with IFRS 3. This PPA also

requires the alignment of the accounting policies

of the acquired entities with the accounting

policies of the Company.

For these reasons, the business combination

described above is a key audit matter.

How our Audit addressed the Key Audit

Matter

• We have evaluated the process followed and

PPA assessment performed by management

and the Board of Directors before, during,

and after the acquisition through the

examination of board minutes, contracts, final

bid documents, review of due diligence

materials and correspondence with relevant

authorities in France;

• We have performed audit procedures on the

financial information of the acquired entities

at the date of acquisition. We have assessed

and discussed the key findings identified

during the due diligence procedures

performed by the external experts engaged

by the Company;

• We have validated the alignment of the

accounting policies of the acquired entities

with the accounting policies of the Group;

• We have validated, with the assistance of our

internal valuation experts, that the

methodologies used by the Company for the

determination of the fair value of assets

acquired and liabilities assumed, are in

accordance with IFRS 3 and industry

practices;

• With the assistance of our internal valuation

experts, we have assessed and benchmarked

the key inputs and assumptions (underlying

opening balances, fair value of land,

buildings, equipment, business plans,

discount rates, growth rates,…) used in the

PPA assessment prepared by the Company

with assistance of the third party valuation

experts;

• We have assessed the competence,

independence and integrity of the third party

valuation experts used by the Company;

• We have validated all significant accounting

entries relating to the first consolidation of

the acquired entities, including the fair value

impacts on assets acquired and liabilities

assumed resulting from the PPA;

• Furthermore, we have assessed the adequacy

and completeness of the disclosures in Note

5.4.1to the Consolidated Financial

Statements based with IFRS.

Responsibilities of the Board of Directors

for the preparation of the Consolidated

Financial Statements

The Board of Directors is responsible for the

preparation of the Consolidated Financial

Statements that give a true and fair view in

accordance with IFRS and with applicable legal

and regulatory requirements in Belgium and for

such internal controls relevant to the preparation

of the Consolidated Financial Statements that are

free from material misstatement, whether due to

fraud or error.

As part of the preparation of Consolidated

Financial Statements, the Board of Directors is

responsible for assessing the Company’s ability to

continue as a going concern, and provide, if

applicable, information on matters impacting

going concern. The Board of Directors should

prepare the financial statements using the going

concern basis of accounting, unless the Board of

Directors either intends to liquidate the Group or

to cease business operations or has no realistic

alternative but to do so.

Audit report dated 24 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

Our responsibilities for the audit of the

Consolidated Financial Statements

Our objectives are to obtain reasonable assurance

whether the Consolidated Financial Statements

are free from material misstatement, whether due

to fraud or error, and to express an opinion on

these Consolidated Financial Statements based on

our audit. Reasonable assurance is a high level of

assurance, but not a guarantee that an audit

conducted in accordance with the ISAs will always

detect a material misstatement when it exists.

Misstatements can arise from fraud or error and

considered material if, individually or in the

aggregate, they could reasonably be expected to

influence the economic decisions of users taken

on the basis of these Consolidated Financial

Statements.

In performing our audit, we comply with the legal,

regulatory and normative framework that applies

to the audit of the Consolidated Financial

Statements in Belgium. However, a statutory

audit does not provide assurance about the future

viability of the Company and the Group, nor

about the efficiency or effectiveness with which

the board of directors has taken or will undertake

the Company's and the Group’s business

operations. Our responsibilities with regards to

the going concern assumption used by the board

of directors are described below.

As part of an audit in accordance with ISA’s, we

exercise professional judgment and we maintain

professional skepticism throughout the audit. We

also perform the following tasks:

• identification and assessment of the risks of

material misstatement of the Consolidated

Financial Statements, whether due to fraud or

error, the planning and execution of audit

procedures to respond to these risks and

obtain audit evidence which is sufficient and

appropriate to provide a basis for our opinion.

The risk of not detecting material

misstatements resulting from fraud is higher

than when such misstatements result from

errors, since fraud may involve collusion,

forgery, intentional omissions,

misrepresentations, or the override of

internal control;

• obtaining insight in the system of internal

controls that are relevant for the audit and

with the objective to design audit procedures

that are appropriate in the circumstances, but

not for the purpose of expressing an opinion

on the effectiveness of the Group’s and

Company internal control;

• evaluating the selected and applied

accounting policies, and evaluating the

reasonability of the accounting estimates and

related disclosures made by the Board of

Directors as well as the underlying

information given by the Board of Directors;

• conclude on the appropriateness of the Board

of Directors’ use of the going-concern basis of

accounting, and based on the audit evidence

obtained, whether or not a material

uncertainty exists related to events or

conditions that may cast significant doubt on

the Company’s or Group’s ability to continue

as a going concern. If we conclude that a

material uncertainty exists, we are required to

draw attention in our auditor’s report to the

related disclosures in the Consolidated

Financial Statements or, if such disclosures

are inadequate, to modify our opinion. Our

conclusions are based on audit evidence

obtained up to the date of the auditor’s

report. However, future events or conditions

may cause the Company to cease to continue

as a going-concern;

• evaluating the overall presentation, structure

and content of the Consolidated Financial

Statements, and evaluating whether the

Consolidated Financial Statements reflect a

true and fair view of the underlying

transactions and events.

We communicate with the Audit Committee within

the Board of Directors regarding, among other

matters, the planned scope and timing of the

audit and significant audit findings, including any

significant deficiencies in internal control that we

identify during our audit.

Because we are ultimately responsible for the

opinion, we are also responsible for directing,

supervising and performing the audits of the

subsidiaries. In this respect we have determined

the nature and extent of the audit procedures to

be carried out for Group entities.

Audit report dated 24 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

We provide the Audit Committee within the Board

of Directors with a statement that we have

complied with relevant ethical requirements

regarding independence, and to communicate

with them all relationships and other matters that

may reasonably be thought to bear on our

independence, and where applicable, related

safeguards.

From the matters communicated with the Audit

Committee within the Board of Directors, we

determine those matters that were of most

significance in the audit of the Consolidated

Financial Statements of the current period and

are therefore the key audit matters. We describe

these matters in our report, unless the law or

regulations prohibit this.

Report on other legal and regulatory requirements

Responsibilities of the Board of Directors

The Board of Directors is responsible for the

preparation and the content of the Board of

Directors’ report on the Consolidated Financial

Statements.

Responsibilities of the auditor

In the context of our mandate and in accordance

with the additional standard to the ISAs applicable

in Belgium, it is our responsibility to verify, in all

material respects, the Board of Directors’ report

on the Consolidated Financial Statements, as well

as to report on these matters.

Aspects relating to Board of Directors’

report on the Consolidated Financial

Statements and other information included

in the annual report

In our opinion, after carrying out specific

procedures on the Board of Directors’ report, the

Board of Directors’ report (pages 20 to 25 of the

Annual Report) is consistent with the

Consolidated Financial Statements and has been

prepared in accordance with article 3:32 of the

Code of companies and associations.

In the context of our audit of the Consolidated

Financial Statements, we are also responsible to

consider whether, based on the information that

we became aware of during the performance of

our audit, the Board of Directors’ report and

other information included in the annual report,

being:

• “2022 Financials” (pages 18 and 19;

• The Corporate Governance statement (pages

26 to 32);

• The remuneration report (pages 33 to 39).

contain any material inconsistencies or contains

information that is inaccurate or otherwise

misleading. In light of the work performed, there

are no material inconsistencies to be reported.

Independence matters

Our audit firm and our network have not

performed any services that are not compatible

with the audit of the Consolidated Financial

Statements and have remained independent of

the Company during the course of our mandate.

The fees for additional services which are

compatible with the statutory audit of

the Consolidated Financial Statements referred to

in article 3:65 of the Companies’ and

Associations’ Code are correctly disclosed and

itemized in the Board of Directors’ report to the

Consolidated Financial Statements.

European single electronic format

(“ESEF”)

In accordance with the standard on the audit of

the conformity of the financial statements with

the European single electronic format

(hereinafter "ESEF"), we have carried out the

audit of the compliance of the ESEF format with

the regulatory technical standards set by the

European Delegated Regulation No 2019/815 of

17 December 2018 (hereinafter: "Delegated

Regulation").

The board of directors is responsible for the

preparation, in accordance with the ESEF

requirements, of the Consolidated Financial

Statements in the form of an electronic file in

ESEF format in the official Dutch language as well

as the free translation into English (hereinafter

'the digital consolidated financial statements')

included on the portal of the FSMA

(https://www.fsma.be/en/data-portal) in the

official Dutch language as well as the free

translation into English.

Audit report dated 21 April 2023 on the Consolidated Financial Statements

of Campine NV as of and

for the year ended 31 December 2022 (continued)

It is our responsibility to obtain sufficient and

appropriate supporting evidence to conclude that

the format and markup language of the digital

consolidated financial statements comply in all

material respects with the ESEF requirements

under the Delegated Regulation.

Based on the work performed by us, we conclude

that the format and tagging of information in the

digital consolidated financial statements included

in the annual financial report available on the

portal of the FSMA

(https://www.fsma.be/en/data-portal) in the

official Dutch language are, in all material

respects, in accordance with the ESEF

requirements under the Delegated Regulation,

and we conclude that the format of the free

translation of the digital consolidated financial

statements included in annual report in English

corresponds to the digital consolidated financial

statements included in the annual financial report

in the official Dutch language.

Other communications.

• This report is consistent with our

supplementary declaration to the Audit

Committee as specified in article 11 of the

regulation (EU) nr. 537/2014.

Antwerp, 24 April 2023

EY Bedrijfsrevisoren BV

Statutory auditor

Represented by

Harry Everaerts *

Partner

*Acting on behalf of a BV

23HEV0056

CORPORATE DATA

Corporate Data

HeadQuarters

Campine nv

Nijverheidsstraat 2

2340 Beerse

België

VAT BE0403.807.337

Tel: +32 14 60 15 11

www.campine.com

Statutory auditor

EY Bedrijfsrevisoren BV

Represented by Harry Everaerts*

partner

*acting on behalf of a BV/SRL

Financial calendar

Investor & media relations

karin.leysen@campine.com

24 May 2023 General meeting of shareholders

9 June 2023

8 June 2023

7 June 2023

Payment of dividend

Record date

Ex-date

Last week of August 2023 Announcement of half-year results 2023

Last week of February 2024 Announcement of annual results 2023

Recover.

Renew.

Repeat.

Nijverheidsstraat 2

2340 Beerse, Belgium

T +32 14 60 15 11

info@campine.be

campine.com