Campine

A year

in review.

ANNUAL REPORT 2023

Waste is our resource.

Recycling is our philosophy.

That’s, in short, the mindset we’ve embraced since 1912.

It propels us to become smarter, more connected, and kinder to our planet.

Today, we take pride in our ability to turn post-consumer waste into

high-quality materials. We recover, renew and repeat, with a focus on

fully recycling batteries and producing flame retardants that play a crucial

role in a safer society. We’re all in for a zero-waste industry.

Why? To make circularity a reality for all - our clients, our dedicated team,

valued partners, and our society.

While staying true to our regional heritage, we’ve earned international

respect as a trusted partner offering raw material solutions across

various industries. We’ve expanded well beyond Belgium,

establishing multiple sites in Europe and distributing to partners

across the globe.

Together, we’re taking the path towards a

circular economy, where innovation and

sustainability converge.

Ready to join hands?

Content

2023 Financials

Message of the chairman

and the CEO

ESG-commitment

Research & Development

in recycling

Our values

2023 Headlines

Employer branding

Campine recycled Polymers

Annual review 2023

Consolidated financial

statements

Statutory auditor report

INTRODUCTION 04

It is our second nature to care for people and

planet. We continually create new material

solutions from waste through safe, responsible

processes.

About Campine

As the second largest battery recycling company in Europe, we

prevent 10 million lead-acid batteries to end up in landfills every year.

We recover the lead and other metals, as well as the plastics from the

casings.

Furthermore, we are TOP 5 worldwide to produce antimony trioxide.

This is the most important flame retardant for plastics and textiles,

used in household appliances, building materials and other products.

This fire retardant saves thousands of lives every year in the event of

fire incidents. We are the only company in the world that also recycles

this chemical product directly from waste streams.

This unique set-up makes Campine one of the few companies that

effectively recycles metals, chemicals and plastics.

Recover.

Renew.

Repeat.

MESSAGE OF THE CHAIRMAN AND THE CEO 06

Message of the

chairman and the CEO

Despite the significant increase in energy

prices, volatility in certain metal prices,

economic slowdown in international trade,

modest growth in the Eurozone, and geopolitical

crises worldwide, Campine not only managed

to hold its ground but also increased its

strength as the second largest battery recycling

company and the largest producer of antimony

trioxide in Europe. The Group’s revenue

increased by 2% compared to 2022. EBITDA

showed a 1% increase mainly due to the good

performance of Circular Metals, which was the

growth engine in 2023. The contribution of

the acquisition of the 2 factories in France and

their integration into the Group was crucial for

Campine’s growth figures and results in 2023,

partially thanks to the relatively high metal

prices throughout the year.

Campine stands for sustainable metal waste

processing with respect for people and planet,

and plays a noticeable role in the transition from

a linear to a circular economy. Safety is a top

priority for the entire Group. In 2023, there were

significant improvements: in Escaudoeuvres

(France) we surpassed 1 000 days without

accidents; in Beerse both the frequency and

severity of accidents decreased significantly,

and an ambitious safety plan was launched in

Villefranche (France).

Other important indicators related to health and

the environment (CO

impact, emissions, waste

processing, waste recovery rate ...) showed a

significant improvement in Beerse compared to

2022, while a concrete action plan was launched

in the French facilities.

In general, key performance ESG (Environment,

Social, and Governance) parameters were

summarised in a clear dashboard. The

current material recovery rate for the Group

is approaching 67% today. Thus Campine is

actively working towards a “zero waste society”.

2023 was once again a

record year for Campine

in various aspects.

“

”

2023 was once again a record year for Campine in various

aspects. The success of 2022 was not only matched but

even surpassed.

MESSAGE OF THE CHAIRMAN AND THE CEO 07

The market responded positively to the good

results, with a stock price that evolved from

€ 55 at the beginning of January 2023 to

€ 72 at the end of December 2023, an absolute

record. This year, we also anticipate the

distribution of a dividend calculated based on

1/3 of the net profit.

In addition to the efforts related to ESG,

the main focus of the year was on extensive

R&D efforts, increasing the performance of

production facilities through modernisations,

and further professionalising various processes,

including maintenance. The search for new

customers was intensified, particularly for

battery fractions from our factories in France.

Furthermore, various growth opportunities

and strengthening of our competitive position

were carefully examined, taking into account

the risks associated with large investments and

acquisitions. As a result, there were instances

where a drastic NO GO decision was made.

Nevertheless, Campine managed to strengthen

its position as a key player in its core markets,

despite increasing competition and global

political uncertainty.

Analysts still expect a growth in demand for

lead of approximately 2% per year for the

next 5 years for lead-acid batteries (produced

in the EU), despite the rapid rise of electric

vehicles equipped with Li-ion batteries, which

Campine currently does not intend to recycle.

For antimony trioxide and flame retardants

in general, a growth of approximately 5% per

year is projected. There is also a significant

market potential anticipated for recycled

“

”

Campine plays a

noticeable role in the

transition from a linear

to a circular economy.

For the coming decade a

growth potential of more

than 10%, even 20%,

per year is expected for

recycled polypropylene!

“

”

Patrick De Groote, chairman of the board of directors Wim De Vos, CEO

MESSAGE OF THE CHAIRMAN AND THE CEO 08

Campine has been paying attention to

succession planning in the board of

directors for several years, particularly for

directors reaching the end of their mandate

due to age reasons. This year, this is the

case for me as I have expressed my wish to

step down from my position as a director

of Campine by the end of 2024 after

approximately 15 years of service. I would

like to take this opportunity to sincerely

express my gratitude for the trust and

support I have received throughout these

years filled with interesting and passionate

challenges. I would like to extend my special

thanks to the reference shareholder, the

Group, and the F.-W. Hempel family, the

shareholders in the market, my fellow board

members, the CEO and the management

team, as well as all employees, social

partners and various stakeholders such

as banks, suppliers, subcontractors and

customers. I leave the scene with peace of

mind, knowing that there is a team present

that has repeatedly proven its competence

in the past years.

polypropylene. Currently, only 10% of the total

current polypropylene demand in Europe is

recycled for use in plastic products, electrical

appliances, automotive parts, and packaging.

This shows a growth potential of more than

10%, even 20%, per year for the coming decade.

Campine will pay special attention to increasing

the recycling capacity of antimony trioxide and

the lead smelting capacity in the near future,

focusing on R&D and expansion efforts.

Patrick De Groote

chairman of the board of directors

Patrick De Groote

chairman of the board of directors

Willem De Vos

CEO

2023 Financials

TURNOVER

€ 322m

EBITDA

€ 26.8m

SOLVABILITY RATIO

55%

NET RESULT

€ 13.7m

TURNOVER PER BU

(NON-CONSOLIDATED)

26%

10%

34%

21%

■ Antimony trioxide ■ recycled Batteries

■ FR Masterbatches ■ Lead

■ recycled Polymers ■ Metals Recovery

2023 FINANCIALS 09

ESG-COMMITMENT 10

Sustainability

2023

ECOVADIS RATING

Corporate Social Responsibility (CSR) and

sustainable production with respect for people

and planet are part of our DNA. The best proof is

our Ecovadis sustainability measurement score.

In 2023, the strong performances of recent years

continued with another SILVER Medal award. This

ranks Campine among the 20% best companies in

the world in terms of sustainability and CSR. We are

therefore proud of this internationally recognized

acknowledgement of our achievements with regard

to the environment, labour and human rights, ethics

and sustainable procurement.

Outlook 2024

SUSTAINABILITY

Climate change is one of society’s greatest

challenges, impacting all regions of the world.

Recovery of reusable raw materials is a daily reality

at Campine. Thanks to more efficient use, reuse

and recycling of materials, the circular economy

contributes to a global decrease in greenhouse gas

emissions. We are therefore determined to expand

our contribution to a circular and sustainable society

to stand stronger in this climate crisis.

In 2024, we will involve the entire supply chain even

more in our objectives. To align suppliers with our key

principles, they must demonstrate compliance with

minimum health and safety, human rights, ethical

and environmental standards. By assessing them on

these criteria, we aim to promote our initiatives and

contribution to a sustainable value chain.

Reducing our carbon footprint in the value

chain requires us to review the activities of our

suppliers. Intense collaboration and transparent

communication are necessary to set up a complete

and detailed picture of the life cycle and footprint of

our products.

TRAIN OUR EMPLOYEES

Campine strives for a sustainable employability of

its employees. We consider it important that they

can make a long-term contribution in a healthy and

motivated way. Offering lifelong education and

creating opportunities is very important.

Our KPI to give each employee a training of in

average at least 4 working days training of at least

4 working days in average was amply exceeded with

an average of 6.7 training days. We want to continue

this strong result in 2024.

In addition to the individual development of our

employees, attention was paid to training focused on

safety, job-related knowledge and communication &

social skills in 2023. The 2024 training plan includes,

on top of the technical and safety training, an

additional focus on resilience, sustainability and

awareness regarding the new alcohol and substance

abuse policy.

ESG-COMMITMENT 11

Well-being

at the workplace

ESG-COMMITMENT 12

2023 was the historically best year

in terms of health and safety.

Three of the four Belgian BU’s were

accident-free for more than one year.

ESG-COMMITMENT 13

Working towards a common

safety culture

The excellent safety results were achieved

through maximum participation in all our

departments. A strong focus was placed

on training, coaching and further technical

improvements. Involvement of every employee

is central. These improvement actions are

included in the annual action plans of the various

departments.

The annual safety day was again organized for all

our employees, with the following subjects: giving

feedback, learning to recognize risks, AED and

resuscitation and awareness about alcohol and

drug abuse.

For the first time, an additional training day on

“well-being” was organized for our colleagues

to learn more about healthy food, resilience

and ergonomics at home and at work,

de-connecting ...

Each operational manager received a personal

coaching program on safety.

The “godparents” programs were also evaluated

and extended. Every new employee at Campine

receives a godparent to guide and support his/her

start-up and to make it as safe as possible. Our

godparents contribute daily to a safe workplace

for each newcomer.

In the actual departments, important actions

were taken to further reduce dust on the work

floor. At the request of the employees, an

automatic car wash was installed for internal

vehicles and an air shower was provided to

remove dust from our work clothes.

This year, the new alcohol and substance abuse

policy was introduced. The new policy puts

maximum focus on prevention. In 2024 a further

training program will be linked to this.

In 2023 we experienced that maintaining zero

accidents with absence is possible. In 2024,

Campine will continue this momentum and again

aim to maintain the 0 in every department.

Focus on health

In our production, exposure to hazardous

substances is minimized. Campine pursues a

proactive health policy, voluntarily applying

stricter limits than those required by legislation.

Each year, we focus on realising an improved

low-dust workplace. Thanks to additional

technical measures and ongoing employee

commitment, excellent results were achieved.

The biomonitoring results remained low (hence

good) in 2023. The biomonitoring program was

also extended to our retired personnel: those who

retire at Campine can - voluntarily - enjoy health

monitoring for up to 10 years after retirement.

ESG-COMMITMENT 14

Our site in a

nature reserve

Campine’s Belgian site is

surrounded by the Kempense

Kleiputten nature reserve.

Campine owns 25 hectares of

this nature reserve adjacent

to its production site and fully

embraces the proximity of this

green lung. To this end, we focus

on various aspects to reduce

our impact on the environment

and encourage the connection

between our employees and

nature.

In 2023, a major step was taken

in the construction of a fixed

border between Campine and

the nature reserve, being the

completion of the first part of the

earth embankment, which was

constructed in 2020. We applied

a coconut net on this section

to prevent run-off from the

embankment planted pedunculate

oak on it, which promotes dust

collection. Further construction

will take place with soil released

from developments at Campine.

A soil remediation expert, always

checks the quality of the released

soil. This embankment creates a

fixed border between industry

and nature that reduces noise,

light and dust impact.

The actual industrial site also

got a green makeover. The break

area for our employees received

a thorough, green facelift at the

end of 2023.

The originally concrete and brick

inner courtyard was completely

levelled, provided with a sun

and rain cloth and a planting

with flower boxes and climbing

plants against the facades. The

project was carried out based

on a design by a green manager

trainee, taking into account

employee input, Campine’s

corporate identity and the ease of

maintenance of the plantings. In

addition to grasses for structure,

there is also an assortment of

plants that fit with Campine’s

corporate colours. Honeysuckle

was chosen for the wall planting,

which is winter-hardy, does not

adhere to the existing brick walls

and has a maximum climbing

height that corresponds to

the ridge of the building. The

honeysuckle is currently about

2 meters high and hopefully in a

few years we can enjoy a thick

green blanket against the walls of

our break zone.

Our waste reduction

We are also making great strides

in reducing our residual waste

fraction. Thanks to the efficient

operation of the renovated

internal waste park and better

sorting, there is a clear positive

trend. By starting the separate

collection of the waste streams,

we hope to continue this trend.

Our emission

reduction

The SO

emissions from our lead

blast furnace have also decreased

sharply. Adjusted process control

and focusing on the quality of

incoming raw materials has led to

a drastic SO

emission reduction

of roughly 50% compared to 2021

and 2022.

Environment

ESG-COMMITMENT 15

Our own park

In 2024 we remain committed to our link with our

surroundings. There are plans to develop the vacant

land next to the staff car park as a public park.

Eventually, we can provide our employees with

a green break and picnic area as well as meeting

facilities. Moreover, the park will also be accessible

to passers-by and local residents, allowing them

to enjoy the freed up area. This creates a place

on Campine’s private land where everyone can

experience nature. In the first phase this year we will

clearly define the boundaries with the industry and

the adjacent house.

Our water management

In our follow-up of weather data, 2023 confirmed

a trend that we have been seeing for several years.

Increasingly longer periods of drought alternate with

increasingly intense peaks of heavy rainfall. Thanks

to our green location, our area is spared from heavy

floods, but the future weather challenges are already

obvious. The water supply is put under pressure in

the dry summers. On the other hand, during heavy

rainfall we see the need for more buffer capacity

and a higher flow rate at which our industrial

wastewater must be purified. Water management

at the site in Beerse is already relatively balanced.

Of the 120 000 m³ of water purified annually, we

reuse more than 90%!

In 2024, various projects will start to optimise the

water purification unit. In addition, alternative

purification methods are being investigated.

2023 HIGHLIGHTS 16

Record profit: with an EBITDA of € 26.8 mio.

2023 Highlights

Best safety results ever making us

“best in class” in the metallurgical industry.

Successful integration of the 2 new French

entities that already generate 12% of the Group’s

profit.

RESEARCH AND DEVELOPMENT 17

Research and

Development in

recycling

Campine is preparing itself to close the loop

for flame retardant plastics. The products that

are now at the end of life may still contain

valuable chemicals (after a long life span) that

can no longer be used. Therefore Campine has

committed itself to two projects (LifePlasPLUS

and Plast2bCleaned) in which it is investigating

the possibility of recovering these chemicals.

The LifeplasPlus project has been successfully

completed in the course of 2023.

The aim of the LifePlasPLUS project was to

recycle high-quality secondary thermoplastics

(ABS, FPP, plastics) and to recover critical raw

materials (antimony) from mixed plastic waste

in the automotive, electrical and electronic

equipment sectors.

In a first step, the plastic waste is pyrolyzed.

This process results in three phases: gases (from

which the energy can be recovered), pyrolysis oil

(from which also the energy can be recovered)

and char (bottom ash).

The antimony is completely concentrated in

the bottom ash from which it is recovered via a

hydrometallurgical route.

Campine additionally developped a

pyrometallurgical route (melting process) with

the same goal. In this process, the antimony was

transformed directly into antimony trioxide which

is being used in the production of flame retardant

masterbatches.

This way Campine closes the loop completely!

Campine participates

in several European

research projects.

“

”

EMPLOYER BRANDING 18

Campine Beerse employs 210 people,

Campine France another 60. They

are the driving force behind our

Campine values that we respect. We

recognise the importance of good

entrepreneurship and make every effort

to be an attractive employer.

Employer

branding

Our employees

have a name

The spearhead of our employer

branding: our personnel. At Campine,

every employee is unique. Everyone

follows his/her personal growth path.

Welcome and starter training, follow-

up interviews, teleworking, personal

learning sessions, bicycle leasing,

fresh fruit every day, ice cream

and Aquarius in the warm summer

months, meal and eco vouchers,

group and hospitalisation insurance,

participation in sporting and other

company events ... are just a few

things we offer.

EMPLOYER BRANDING 19

It goes without saying that we also attach great

importance to a good onboarding! So, every

employee receives a welcome card and a fluorescent

safety vest at home before the start of his/her first

working day at Campine.

This is how we look

In recent years we have put extra effort into our

corporate branding. The first step was taken in

2018 with the design of a completely new logo and

strong corporate colours. By consistently profiling

ourselves in the region, Campine is becoming

increasingly known which strengthens our

reputation as an employer.

Our employees as loyal

ambassadors

Our workforce behaves like loyal ambassadors:

Campine’s employees and workers warmly

recommend our vacancies in their network through

word of mouth. Thanks to their honest story,

everyone knows what Campine stands for and

what makes us unique as an employer. We made

extensive use of social media (Facebook/Instagram/

Linkedin) for recruitment campaigns in 2023. Our

posts were shared frequently by our own employees,

making these campaigns a great success. Such a

recruitment campaign appears a lot more credible

and convincing than a slick story from a recruitment

agency.

Campine in the streetscene

As a local employer, it is important to make yourself

known in the street scene. We do this in all kinds of

ways. For example, we are a loyal sponsor of many

events organised by local associations. We add

colour to various happenings with advertisements

and red-orange beach flags, banners and canvases

completed with our logo.

In 2023, all Campiners once again had the

opportunity to order a sports outfit in our highly

visible and safety-promoting red-orange colours at

very affordable prices. Furthermore, each employee

received a bicycle helmet as a gift to reward

everybody for the good safety results in 2023. On

top, the helmet radiates our corporate identity. With

this, we even put extra effort into getting to and

from work safely.

In this way, we put extra

effort into getting to

and from work safely.

“

”

EMPLOYER BRANDING 20

Our location is a big bonus as our site in Beerse is

located along the Kempen canal Dessel-Schoten.

Our personnel can travel safely to work via this

cycling and walking route. This is a popular route for

many cyclists and walkers, where we advertise our

vacancies. Thanks to banners on the street side, we

were able to do some successful recruitments.

Spread the word

In 2023 our HR colleagues werd present at various

job and trade fairs. Our German, French and

Belgian colleagues were also supported by the

HR department to create attractive stands in

compliance with our brand guide. The presence at

job and trade fairs contributes to increased name

and brand awareness and reputation in our target

markets.

Association with schools

In 2023, we proactively approached a number of

technical schools to enter into a partnership. To fill

technical starter vacancies, we offer students an

exciting internship at Campine during which they

learn “on the job”. This turns out to be a clear

win-win situation: students do not have to search

for a suitable internship and Campine was able to

recruit several permanent employees after such

period.

An old robot (Kuka KR 16) was donated to a technical

school in the framework of our collaboration. As

such, students can already put theory into practice

at school.

6 values that

define our

company

Safety is our first concern

We engage in those things where we

can make a significant contribution

We decide, act and finish

what we started

We keep things simple

We are not afraid to say no We respect people and planet

OUR VALUES 21

CAMPINE RECYCLED POLYMERS 22

Campine recycled

Polymers

Shredded PP waste, here shown as chips

(shown above) are converted into an

rPP compound (shown right). Such rPP

compounds are used directly by automotive

suppliers and converted into car parts.

CAMPINE RECYCLED POLYMERS 23

In July 2022, C2P, now Campine recycled Polymers

(CrP), joined the Campine group. C2P was created

in 1988 in Villefranche-sur-Saône and has become

expert in top-of-the-range rPP polymers. Recycled

polypropylene (rPP) compounds are produced by

recycling post-consumer and industrial waste.

Pioneer since 1994 in the introduction of recycled

polypropylene in the automotive market, a large

selection of CrP’s compounds are homologated

by the main automotive manufacturers and their

suppliers.

A renowned brand well-known

for its high-end quality

Campine recycled Polymers serves customers

across Europe, South America and North Africa.

Our dedicated team provides our customers with

high-quality technical solutions with great added

value thanks to our technical knowledge.

Our recycled polypropylene products stand out for

their exceptional quality and reliability. Operating

our own battery breakers in Villefranche and

Escaudoeuvres, we secure over 60% of our raw

materials from our own factories and provide a

reliable and stable recycling stream. More than

80% of our sourced raw materials are derived from

end-of-life vehicle (ELV) waste, aligning with the

circularity goals of automotive manufacturers and

contributing to CO

reduction efforts.

Thanks to more than 30 years of experience in PP

recycling, Campine recycled Polymers is a reliable

player in the circular economy dedicated to the

plastics industry.

Our recycled

polypropylene

products stand out

for their exceptional

quality and reliability.

“

”

“The acquisition of C2P by Campine brought

a significant positive change to the entire

organisation. An atmosphere of renewal and

optimism came about, creating a stimulating

dynamism for the work force, strengthening the

corporate culture and opening up new, promising

perspectives for the future.”

Our motivated employees recite:

Eve Ferasin,

Sourcing & supply chain manager

CAMPINE RECYCLED POLYMERS 24

“I manage customer orders from reception to

invoicing, including organising transport for the

delivery of materials. I put all the logistics in place

so that orders leave our various depots in order to

be delivered in time. I am in permanent contact with

customers, sales, production and accounting.”

“After the acquisition by Campine, I felt that we were

empowered and given greater autonomy. I see more

prospects in terms of growth and development for

the company and for the staff. A climate of trust has

been established with the new management which

offers us stability, certainties and good perspectives

for the future.”

“I have always been passionate about recycling. CrP

opened the doors to recycling for me and Campine

allows me to continue working in this exciting

world. At Campine, I take care of the planning

and scheduling of production, the formulation of

compounds and the management of the stock of

raw materials. At Campine, staff are at the heart

of the company. Confidence in my work and a safe

workplace are important.”

Moustapha Iro Rabo,

production and formulation engineer

Sylvia Ondo,

logistics and sales assistant

RECYCLED METALS

■ Post-consumer waste ■ Industrial waste ■ Primairy raw materials

94%

IN ITS FACTORIES CAMPINE HAS CONVERTED 185 000 TONS

OF MATERIAL OF WHICH 95% IS WASTE.

Circular economy

CIRCULAR ECONOMY 25

REPORT TO THE SHAREHOLDERS 26

Annual review 2023

1. 1. Campine 2.0

sets new records

2023 was the first full year for Campine since

the expansion in France. Not only did we achieve

a record turnover of € 322 million, but also the

operating cash flow (EBITDA) of € 26.8 million is an

absolute record, especially considering the previous

highest result included an exceptional non-cash

acquisition profit.

Despite the Group records, 2023 was a very difficult

year for the Specialty Chemicals division. Due to

the weak economic situation in the construction

sector and disappointing activity in the automotive

industry, the demand for fire retardants dropped.

Volumes in the FRMB masterbatch department,

where various types of flame retardant formulations

are manufactured, even fell 30% compared to the

previous year, while the decrease in ATO was limited

to around 6%, (mainly because ATO is also used

in other markets and applications, and thus less

dependent on the construction and automotive

sector). The weak demand also led to a general

decline in many raw material prices, including that

of antimony metal: in the first quarter of 2023 the

price was still around $ 13 000/ton but by the end

of the year this reduced to about $ 11 500/ton. Our

French PP plastic recycling, on the other hand, was

the bright spot of 2023. The BU rP achieved a volume

of approximately 8 500 tons, which in itself is low,

but represents for Campine an increase of 150% as

it has now been consolidated for a full year. Despite

falling PP prices, Campine was able to successfully

improve its margins and CrP therefore contributed

substantially to the division’s results.

The Circular Metals division, on the other hand,

had a strong year 2023. The smaller Metals Recovery

business unit broke records, partly thanks to the

high prices for precious metals and the processing of

more complex metal flows.

In the battery recycling department, revised

commercial conditions helped to increase margins

to a satisfactory level. Lead LME prices were at a

relatively good level throughout the year, although

they fell in the first half, peaked in the autumn but

fell again towards the end of the year. Campine’s

lead alloys output also peaked at a volume of

approximately 61 000 tons. The French battery

breaker plants contributed to the strong results.

2. Group results

Campine realised a consolidated turnover of

€ 322.0 million compared to €317.4 million in

2022 (+2%). Total sales volumes increased by

approximately 36% to almost 150 000 tonnes.

This increase is entirely attributable to the full

consolidation of the French factories (compared

to six months in 2022). The fact that volume

growth is not fully reflected in turnover growth

The board of directors of Campine nv reports to the shareholders

on the company’s activities and results over the financial year 2023.

The consolidated annual accounts, the statutory annual accounts

and this annual report were approved by the board of directors on

March 14, 2024 and will be presented to the general meeting of May

22nd 2024.

GENERAL 27

is mainly due to the lower metal and raw material

prices which form the basis of our sales prices.

The EBITDA increased from € 26.6 million in 2022

to € 26.8 million in 2023. This apparently stable

EBITDA does have a different composition, as

it included a € 6.5 million non-cash acquisition

result last year. The total operating cash flow

of € 26.8 million is therefore indeed a record

operational result. The new French activities

already achieved 12% of the profit (pre-IFRS

consolidation).

The net result (EAT) for 2023 amounted to € 13.7

million compared to € 15.8 million in 2022 (-13%),

but this can again be explained by the acquisition

processing of a net € 6.5 million in 2022.

The financial ratios remained very solid again in

2023. Although the acquisition in 2022 was fully

financed with own funds and this expansion led

to a higher need for working capital, solvency has

risen again to 55% (equity/balance sheet total).

There are therefore more than sufficient financial

resources for further expansions.

The table below shows the Group’s financial

evolution before and after the acquisition. For

comparative reasons we excluded the exceptional

Covid year 2020 and the acquisition year

2022, which was influenced by the acquisition

accounting. The current 2023 figures are in

comparison with 2019 (labelled as the last

“normal year” by the industry) and 2021.

SPECIALTY CHEMICALS

DIVISION

CIRCULAR METALS

DIVISION

MRPb rB ATO FRMB rP

2019

Group =

Belgium only

2021

Group =

Belgium only

2023

Group =

Belgium + France

2023

Belgium only

Turnover € mio 192.5 226.3 322 262.5

EBITDA in € mio 13.3 22.6 26.8 23.9

3. Specialty Chemicals division

This division (business segment)

is composed of the business units

Antimony trioxide (ATO), Flame

Retardant Masterbatches (FRMB)

and recycled Polymers (rP).

3.1 VOLUMES

Sales volume in the Specialty

Chemicals division grew by 14% to

approximately 21 000 tonnes. The

increase is entirely attributable

to the volumes of recycled PP

(rPP) from France. The 5 000 tons

of additional rPP volumes even

overcompensate for the volume

decline due to the poor economic

situation in the construction

industry. The decline in virgin

PP prices, led somewhat to a

shrinking demand for recycled PP

in the second half of the year. rPP

is classically a cheaper but lower

quality substitute for virgin PP.

3.2 REVENUE AND EBITDA

Turnover is strongly linked to the

evolution of raw material and

antimony metal prices, which is

why sales revenues have fallen

in 2023. Turnover ended at

€ 127.5 million compared to

€ 153.5 million (-17%) a year

earlier. The average Antimony

Metal Bulletin price in 2023 was

$ 12 050/ton, which is 8.5% lower

than in 2022, when the average

price was $ 13 160/ton.

EBITDA ended at €4.6 million,

a decrease of 29% compared

to €6.4 million a year earlier.

The drop in raw material and

antimony prices led to a write-

down of our stocks and put

pressure on margins.

REPORT TO THE SHAREHOLDERS 28

Antimony free market 99,6% in $/ton and €/ton

Volume

21 000 ton

EBITDA

€ 4.6 mio

GENERAL 29

This division (business segment)

is composed of the business

units Lead (Pb), Metals Recovery

(MR) and recycled Batteries (rB).

4.1 VOLUMES

The year 2023 ended with a

sales volume of approximately

129 000 tons, which represents

an increase of 40% compared

to the 91 800 tons in 2022.

Here too, the rise is entirely

attributable to the volumes

from France. The lead

department in Beerse achieved

a record sales volume of

approximately 61 000 tons

of alloys, mainly due to high

demand in the first half of

the year. Demand in the 2nd

semester declined somewhat,

due to low maritime container

rates, which helped to increase

imports of lead and lead-acid

batteries from Asia.

4.2 REVENUE AND EBITDA

The average lead LME price in

2023 was approximately

€ 1 975/ton, which is about

3% lower than in 2022

(€ 2 040/ton). Higher sales

premiums for specialty alloys

and improved purchasing

conditions helped offset

inflation and other increased

costs. The volumes from France

contributed distinctively

to cover fixed costs, as our

overhead has hardly grown

despite this French expansion.

Turnover increased by 20%

to € 236.4 million compared

to € 196.8 million in 2022

while EBITDA grew to € 22.2

million compared to € 12.5

million (+77%) in 2022.

Lead LME cash/ton in $ and in €

Volume

129 000 ton

EBITDA

€ 22.2 mio

4. Circular Metals division

REPORT TO THE SHAREHOLDERS 30

5. Perspectives for 2024

Demand for products from our Specialty

Chemicals division is gaining some ground in

the first quarter of 2024 compared to weak sales

in 2023. However, it is still unclear whether this

upward trend will continue. In any case, antimony

metal prices are rising again, which is already

leading to a positive inventory valuation effect

and improved margins. Prices for virgin PP are

also slowly on the rise again and this has a positive

effect on the demand for recycled PP. In addition,

regulations increasingly oblige the industry to use

recycled plastics, which will mean further growth

for our French rP department.

In our Circular Metals division, LME lead prices

have recovered somewhat after the decline in

December. The price now fluctuates between

€ 1 900 and € 2 000/ton. The demand for lead

remains good on average. We expect that the

increase in maritime container prices, due to

the problems via the Suez Canal, could fuel local

European demand later this year as Asian imports

become more expensive and less reliable. Campine

will also use more battery fractions from our French

branches in its smelter in Belgium, but there is

increasingly interest for such products from several

new customers. This business is expected to start

up later in 2024.

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

No 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 2023 – 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

institutes, universities and customers to develop

new innovative products and processes.

DIVIDEND

The board proposes that the company pays a gross

dividend of € 3.00 per share, amounting to a total of

€ 4.50 mio based on the 2023 result. A dividend of

€ 3.75 mio was paid on the basis of the 2022 result.

STATUTORY AUDITOR

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

€ 142 900 in fees has been approved by Campine

NV and subsidiaries to the statutory auditor.

Furthermore € 12 000 of non-audit services were

performed and invoiced by the statutory auditor’s

network.

DISCHARGE TO DIRECTORS AND STATUTORY

AUDITOR

The board of directors proposes granting discharge

GENERAL 31

to all directors and the statutory auditor in respect

of the exercise of their mandates in 2023.

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.

REPORT TO THE SHAREHOLDERS 32

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 14 March 2024. 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 2023. 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

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.

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

are mentioned in article 10 (Exercise of the rights

attached to the shares) of the articles of association.

Corporate

governance statement

CORPORATE GOVERNANCE STATEMENT 33

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) of the articles of association.

On 12/31/2023 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 05/24/2023 for a period of 4 years)

and hereafter referred to as “DELOX”.

• 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 05/24/2023 for

a period of 4 years) and hereafter referred to as

“YASS”.

• CEO, Agilitas Group.

ZENDICS BV

• Managing director represented by its permanent

representative Mr Willem De Vos (appointed on

05/24/2023 for a period of 4 years) and hereafter

referred to as “ZENDICS”.

• 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

12/31/2023. 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.

REPORT TO THE SHAREHOLDERS 34

Diversity policy: There are 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 …

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 7 times in 2023:

03/10/23

05/24/23

07/19/23

08/25/23

09/22/23

11/10/23

12/14/23

DELOX

✔ ✔ ✔ ✔ ✔ ✔ ✔

ZENDICS

✔ ✔ ✔ ✔ ✔ ✔ ✔

F.-W. Hempel

✔ ✔ ✔ ✔ ✔ ✔ ✔

H.-R. Orgs

✔ ✔ ✔ ✔ ✔ ✔ ✔

YASS

✔ ✔ ✔ ✔ ✔ ✔ ✔

FLG BELGIUM

✔ ✔ ✔ ✔ ✔ ✔ ✔

The following subjects were discussed:

• Strategy.

• Results of Campine and its subsidiaries Campine

Recycling, Campine France and Campine recycled

Polymers.

• 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.

CORPORATE GOVERNANCE STATEMENT 35

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 2023. 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. In 2022, formal

evaluation interviews covering the functioning in

the period 1/1/2019 - 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.

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/training

sessions for directors on governance developments

in the market.

The next evaluation, covering the period 2022-2024,

will take place end 2024/begin 2025.

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 12/31/2023 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.

REPORT TO THE SHAREHOLDERS 36

The nomination & remuneration committee met

twice in 2023:

03/09/23

12/13/23

DELOX

✔ ✔

YASS

✔ ✔

FLG BELGIUM

✔ ✔

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.

• Monitoring of the whistleblower procedure

implemented in Beerse.

• 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.

On 12/31/2023 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 2023, 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 2023, the audit committee met 4 times in the

presence of the statutory auditor:

03/01/23

05/17/23

08/22/23

11/10/23

H.-R. Orgs

✔ ✔ ✔ ✔

FLG BELGIUM

✔ ✔ ✔ ✔

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.

• Cyber security.

• Press releases to be published: year results,

half-year results …

CORPORATE GOVERNANCE STATEMENT 37

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 12/31/2023 the strategy committee consists of

the director DELOX, the independent director YASS

and the managing director ZENDICS.

In 2023 the strategy committee met twice:

10/06/23

12/10/23

DELOX

✔ ✔

ZENDICS

✔ ✔

YASS

✔ ✔

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

Willem De Vos

Chief Executive officer

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

Hans Willems

Operations director Beerse

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 Finance & Control manager 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

REPORT TO THE SHAREHOLDERS 38

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). These document

are updated annually. 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.

There are no direct purchases or sales to Ukraine

and Russia but Russia is an important producer (and

exporter) of antimony ore (mainly to China). However

the antimony market, unlike other metals, did not

experience a significant price drop after the boom

of 2021/22. The boycott on Russian raw materials

causes a relative shortage of antimony ores, which

keeps prices high. The macroeconomic impact of

this crisis in the field of energy prices and inflation

obviously has consequences for the global economy.

Campine passes on 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.

Until now the conflict in Israel (Gaza) has had

no impact on Campine’s business. Israel is a

major producer of brominated flame retardants.

However, the production of these chemicals is not

compromised and global availability is currently

sufficient.

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

CORPORATE GOVERNANCE STATEMENT 39

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.

REPORT TO THE SHAREHOLDERS 40

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.

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 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.

• 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

REMUNERATION REPORT 41

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. Directors who

are invited to a meeting of a committee of which

they are not members receive a compensation

of one thousand two hundred and fifty euros

(€ 1250) 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 amounts 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 00) 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

REPORT TO THE SHAREHOLDERS 42

article 23 of the articles of association, the managing

director may be granted a compensation if the annual

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.

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 managing director does not participate in a

group and health insurance nor in any pension plan.

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.

There is a Long Term Incentive plan (LTI plan) for the

management. This 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 has a 5 year span

and is based on financial and sustainability KPI’s.

The remuneration of the other members of

the executive management team, consisting

of both fixed and variable compensation,

is based on a market study.

The variable salary of the other members of the

executive management team 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

nonfinancial targets. The objectives are set up

annually and apply for the entire financial year and

REMUNERATION REPORT 43

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 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 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 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 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 members

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.

REPORT TO THE SHAREHOLDERS 44

2. Remuneration report 2023

The remuneration report displays the implementation of the remuneration policy in 2023.

NON-EXECUTIVEDIRECTORS

The non-executive directors receive the following gross compensation over the financial year 2023:

Fixed remuneration

Director’s

remuneration (1)

Participation

committees (2) Tantième (3) Total

Ratio

fixed / tantième

DELOX chairman

year -1

€ 42 000

€ 41 500

€ 2 700

€ 2 650

€ 30 000

€ 74 700

€ 74 150

59,8%

59,5%

40,2%

40,5%

F.-W. Hempel

year -1

€ 21 000

€ 20 750

€ 0

€ 15 000

€ 36 000

€ 35 750

58,3%

58,0%

41,7%

42,0%

H.-R. Orgs

year -1

€ 21 000

€ 20 750

€ 5 400

€ 6 625

€ 15 000

€ 41 400

€ 42 375

63,8%

64,6%

36,2%

35,4%

FLG BELGIUM

year -1

€ 21 000

€ 20 750

€ 5 400

€ 6 625

€ 15 000

€ 41 400

€ 42 375

63,8%

64,6%

36,2%

35,4%

YASS

year -1

€ 21 000

€ 20 750

€ 2 700

€ 1 325

€ 15 000

€ 38 700

€ 37 075

61,2%

59,5%

38,8%

40,5%

(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 / 2023 + € 250

= € 21 000 over 2023. 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 = € 1 350 over 2023.

(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.

REMUNERATION REPORT 45

MANAGING DIRECTOR AND OTHER MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM

Variable remuneration

Fixed

remuneration

Other

benefits

One

year

Multiple

years

Pension

cost Total

Ratio

fixed / variable

Zendics, CEO

payable in 2026

year -1

€ 359 913

€ 326 154

€ 18 208

€ 16 500

€ 154 732

€ 130 006

€ 75 000

€ 0

€ 50 000

€ 0

€ 607 853

€ 522 660

62.2%

65,6%

37.8%

34,4%

Other members

executive man.

team

payable in 2026

year -1

€ 1 437 637

€ 1 180 598

€ 44 413

€ 36 843

€ 253 998

€ 217 566

€ 75 000

€ 0

€ 100 000

€ 41 350

€ 38 040

€ 1 852 398

€ 1 573 047

82.2%

79,8%

17.8%

20,2%

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

2023 but which will only be paid out in 2024.

Since 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 12/31/2022, the managing director nor the members of the executive

management team (Leo Cazaerck, Nicolas De Backer, Hilde Goovaerts, Jan Keuppens, Hans Vercammen,

David Wijmans , Hans Willems) received any shares, share options or other rights to acquire shares of the

company or Group.

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

Company results 2019 (1)

2020

2021 2022 2023

Net result of the financial year '000 € € 8 015 € 2 784 € 13 511 € 15 805 € 13 651

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

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

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

2019

2020

2021 2022 2023

Net profit of the company > € 1,5 mio > € 1,5 mio > € 1,5 mio > € 1,5 mio > € 1,5 mio

REPORT TO THE SHAREHOLDERS 46

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

management team

2019 (1)

2020

2021 2022 2023 (2)

Total remuneration € 1 907 180 € 1 920 316 € 2 262 543 € 2 327 432

€ 2 692 451

∆ Total remuneration vs previous financial year

36% 1% 18% 3% 16%

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

(both fixed as tantième).

(2) 2023: increase executive management team from 7 to 8 persons.

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

of the executive management team is based

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

Others 50%

Non-financial or other indicators showing the LT strategy ao safety,

environment, research and other members of the executive

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.

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

2019

2020

2021 2022 2023

Average number of employees on FTE basis 188 185 191 228 264

Average remuneration employees on FTE basis € 74 787 € 72 941 € 80 712 € 79 428 € 86 152

∆ avg remuneration employees on FTE basis vs

previous financial year

-2% -2% 11% -2% 8%

Ratio lowest/highest remuneration in 2023: 10,99% (2022: 12.51%).

REMUNERATION REPORT 47

DELOX BV,

represented by its permanent

representative Mr Patrick De Groote

Dhr. Friedrich-Wilhelm Hempel

YASS BV,

represented by its permanent

representative Mrs Ann De Schepper

ZENDICS BV,

represented by its permanent

representative Mr Willem De Vos

Dhr. Hans-Rudolf Orgs

FLG BELGIUM SRL,

represented by its permanent

representative Mrs Dina Brughmans

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 48

Consolidated financial

statements 2023

1. Consolidated income statement 49

2. Consolidated balance sheet 51

3. Consolidated statement of changes in equity 52

4. Consolidated cash flow statement 53

5. Notes to the consolidated financial statement 54

5.1. General information 54

5.2. Significant accounting policies 54

5.3. Judgement and use of estimates 65

5.4. Operational segments 66

5.5. Other operating expense and income 70

5.6. Finance costs 71

5.7. Income tax expense 71

5.8. Dividends and tantièmee 72

5.9. Property, plant and equipment 73

5.10. Intangible assets 74

5.11. Subsidiaries 74

5.12. Inventories 74

5.13. Financial assets 75

5.14. Other financial assets and liabilities 76

5.15. Share capital 77

5.16. Bank borrowings (lease obligations excluded) 78

5.17. Deferred tax 79

5.18. Trade and other payables 79

5.19. Liquidity risk 80

5.20. Financial instruments 81

5.21. Provisions and claims 83

5.22. Contingent liabilities 83

5.23. Share-based payments 84

5.24. Employee benefits expense 84

5.25. Post-retirement benefits 84

5.26. Market risk 87

5.27. Events after the balance sheet date 88

5.28. Related parties 88

5.29. Related party transactions 88

5.30. Rights and obligations not included in the balance sheet 89

5.31. Compensation of key-management personnel 89

5.32. Approval of financial statements 90

Independent auditor’s report 91

CONSOLIDATED FINANCIAL STATEMENTS 2023 49

1. Consolidated income statement for the year ended 12/31/2023

‘000 € Notes 12/31/2023 12/31/2022

Revenue from contracts with customers 5.4 321 971 317 430

Other operating income 5.5 2 086 3 343

Net gain on bargain purchase* 5.4 0 6 478

Raw materials and consumables used -255 141 -262 257

Employee benefits expense 5.24 -22 784 -18 080

Depreciation and amortisation expense 5.9/5.10/5.14 -7 198 -5 761

Changes in restoration provision 5.21 -15 -330

Other operating expenses 5.5 -20 278 -20 526

Operating result (EBIT) 18 641 20 297

Investment revenues 8 2

Hedging results 5.14 914 -612

- Closed Hedges -93 -44

- Change in open position 1 007 -568

Finance costs 5.6 -1 303 -747

Net financial result -381 -1 357

Result before tax (EBT) 18 260 18 940

Income tax expense 5.7 -4 609 -3 135

Result for the year (EAT) 13 651 15 805

Attributable to: equity holders of the parent 13 651 15 805

RESULT PER SHARE (in €) 5.8

Number of shares 1 500 000 1 500 000

Result for the year (basic & diluted) 9.10 10.54

CONSOLIDATED OVERVIEW OF THE TOTAL RESULT

'000 € Notes 12/31/2023 12/31/2022

Result for the year 13 651 15 805

Other comprehensive income:

Comprehensive income not to be reclassified to the profit or loss

statement in the future (actuarial results of retirement benefit

obligations) net of tax

5.25 -216 62

Total result for the year 13 435 15 867

Attributable to: equity holders of the parent 13 435 15 867

* see annual report 2022 - consolidated annual accounts - note 5.4.1.

CONSOLIDATED FINANCIAL STATEMENTS 2023 50

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

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

and should not influence negatively a decision on investments for future growth.

Calculation EBITDA:

'000 € 12/31/2023 12/31/2022

Result before tax (EBT) 18 260 18 940

Finance costs / Investment revenue 1 295 745

Depreciation and amortisation expense 7 198 5 761

Deferred tax on gain on bargain purchase 0 1 112

EBITDA 26 753 26 558

CONSOLIDATED FINANCIAL STATEMENTS 2023 51

2. Consolidated balance sheet on 12/31/2023

‘000 € Notes 12/31/2023 12/31/2022

ASSETS

Non-current assets

Property, plant and equipment 5.9 33 009 32 974

Right-of-use assets 5.14 705 392

Intangible assets 5.10 939 568

Deferred tax assets 5.17 0 166

34 653 34 100

Current assets

Inventories 5.12 52 801 52 036

Trade receivables 5.13 32 415 35 619

Other receivables 5.13 1 764 2 873

Derivatives 5.14 375 0

Cash paid in escrow 0 57

Cash and cash equivalents 3 738 2 908

91 093 93 493

TOTAL ASSETS 125 746 127 593

EQUITY AND LIABILITIES

Capital and reserves

Share capital 5.15 4 000 4 000

Retained results 65 145 55 550

Equity attributable to equity holders of the parent 69 145 59 550

Total equity 69 145 59 550

Non-current liabilities

Retirement benefit obligation 5.25 1 802 1 496

Deferred tax liabilities 5.17 503 741

Provisions 5.21 6 250 6 235

Bank loans 5.16 3 750 5 250

Obligations under leases 5.14 456 184

12 761 13 906

Current liabilities

Retirement benefit obligation 5.25 0 14

Trade payables 5.18 21 084 23 143

Other payables 5.18 6 125 5 091

Capital grants 5.18 1 065 1 249

Provisions for production waste 5.21 558 655

Derivatives 5.14 0 632

Current tax liabilities 205 1 200

Lease obligations 5.14 249 208

Bank loans 5.16 1 500 3 000

Bank overdrafts 5.16 4 171 7 994

Advances on factoring 5.16 8 883 10 951

43 840 54 137

Total liabilities 56 601 68 043

TOTAL EQUITY AND LIABILITIES 125 746 127 593

CONSOLIDATED FINANCIAL STATEMENTS 2023 52

3. Consolidated statement of changes in equity

for the year ended 12/31/2023

‘000 €

capital

Retained

results Total

Balance on 31 December 2021 4 000 43 973 47 973

Total result of the year - 15 867 15 867

Dividends and tantième - -4 290 -4 290

Balance on 31 December 2022 4 000 55 550 59 550

Total result of the year - 13 435 13 435

Dividends and tantième (note 5.8) - -3 840 -3 840

Balance on 31 December 2023 4 000 65 145 69 145

CONSOLIDATED FINANCIAL STATEMENTS 2023 53

4. Consolidated cash flow statement for the year ended 12/31/2023

‘000 € Notes 12/31/2023 12/31/2022

OPERATING ACTIVITIES

Result for the year (EAT) 13 651 15 805

Adjustments for:

Gain on bargain purchase 5.4 0 -6 478

Other gains and losses (hedging results) 5.14 -914 612

Finance costs / Investment revenues 5.6 1 295 745

(Deferred) tax expenses 5.7 4 609 3 135

Depreciations and write-downs 5.9/5.10 7 198 5 761

Change in provisions (incl. retirement benefit) 402 -29

Change in inventory value reduction 5.12 86 866

Change in trade receivables value reduction 5.13 2 33

Operating cash flows before movements in working capital 26 329 20 450

Change in inventories 5.12 -851 -1 680

Change in receivables 5.13 4 537 -11 965

Change in trade and other payables 5.18 -2 079 -1 514

Cash generated from operations 27 936 5 291

Hedging results -93 -44

Interest paid / received 5.6 -1 295 -745

Income taxes paid -6 001 -2 698

Net cash (used in) / from operating activities 20 547 1 804

INVESTING ACTIVITIES

Purchases of property, plant and equipment 5.9 -6 669 -6 730

Purchases of intangible assets 5.10 -687 -591

Net cash flow on acquisition 5.4 0 -2 539

Net cash (used in) / from investing activities -7 356 -9 860

FINANCING ACTIVITIES

Dividends paid and tantième paid 5.8 -3 840 -4 290

Repayments of borrowings 5.16 -3 000 -3 375

Repayments of obligations under leases 5.14 313 -89

Proceeds from borrowings 5.16 0 7 500

Change in cash restricted in its use 57 -57

Change in bank overdrafts 5.16 -3 823 7 817

Change in advances on factoring 5.16 -2 068 3 305

Net cash (used in) / from financing activities -12 361 10 811

Net change in cash and cash equivalents 830 2 755

Cash and cash equivalents at the beginning of the year 2 908 153

Cash and cash equivalents at the end of the year

3 738 2 908

CONSOLIDATED FINANCIAL STATEMENTS 2023 54

5. Notes to the consolidated financial statement for the year ended

12/31/2023

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.

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, 2023.

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 2023:

• Amendments to IAS 1 Presentation of Financial

Statements and IFRS Practice Statement 2:

Disclosure of Accounting policies, effective 1

January 2023. The valuation rules were reviewed

based on this amendment.

• Amendments to IAS 8 Accounting policies,

Changes in Accounting Estimates and Errors:

Definition of Accounting Estimates, effective 1

January 2023.

• Amendments to IAS 12 International Tax Reform –

Pillar Two Model Rules. Pillar two legislation has

been enacted or sustantively enacted in certain

jurisdictions in which the Campine Group is active.

However, this legislation does not apply to the

Group as the consolidated revenue is lower than

€ 750 mio.

• 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 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.

These changes had no significant impact on

Campine’s consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS 2023 55

Standards and interpretations issued but not yet

effective on 1 January 2023:

• 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

• Flows and IFRS 7 Financial Instruments:

Disclosures, effective 1 January 2024

• Amendments to IFRS 16 Leases: Lease Liability in a

Sale and Leaseback, effective 1 January 2024

With regard to the standards effective from 1

January 2024, 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, 2025, the group will start this analysis during the

second half of 2024.

CONSOLIDATED FINANCIAL STATEMENTS 2023 56

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 non-

controlling 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 non-controlling interests even

if this results in the non-controlling 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

CONSOLIDATED FINANCIAL STATEMENTS 2023 57

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.

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 2023 58

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.

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 59

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 60

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.

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 re cover ies mad e ar e re cog nise d i n pr of it o r l oss .

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 61

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 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

CONSOLIDATED FINANCIAL STATEMENTS 2023 62

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.

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 or

valuation 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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 63

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.

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 net realisable 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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 64

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 amortized value.

5.2.18. Bank borrowings

Interest-bearing bank loans and overdrafts are

measured at fair value. They are subsequently valued

using the effective interest method. 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. Segment reporting

Operating segments are reported in a manner

consistent with the internal reporting provided to

the Chief Executive officer (CEO) assisted by the

executive management team.

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 judgment 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 2023.

CONSOLIDATED FINANCIAL STATEMENTS 2023 65

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

benefit 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

judgment in defining the accounting treatment for

certain operations and transactions not addressed

under the IFRS standards and interpretations

currently in force.

CONSOLIDATED FINANCIAL STATEMENTS 2023 66

5.4. OPERATIONAL SEGMENTS

5.4.1. Geographical segments

The group’s headquarters are 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.

12/31/2023 12/31/2022 € ‘000 % € ‘000 %Belgium 9 157 2.8% 8 945 2.8%Germany 143 318 44.5% 114 162 36.0%Switzerland 31 448 9.8% 33 044 10.4%Italy 19 762 6.1% 18 158 5.7%France 18 473 5.7% 18 520 5.8%Turkey 7 444 2.3% 6 497 2.0%Poland 6 689 2.1% 6 275 2.0%The Netherlands 6 072 1.9% 10 210 3.2%United Kingdom 3 542 1.1% 3 075 1.0%Roemenia 3 030 0.9% 10 686 3.4%Other European countries 12 289 3.8% 15 066 4.7%Asia 33 723 10.5% 26 843 8.5%North-America 24 259 7.5% 44 470 14.0%Others 2 765 0.9% 1 479 0.5%321 971 100% 317 430 100%

89% of the turnover of Circular Metals was realised in Europe whereas 73% of the turnover of Specialty

Chemicals was achieved in Europe.

CONSOLIDATED FINANCIAL STATEMENTS 2023 67

5.4.2. 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).

• 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 BU BU Total Specialty Turnover € ‘000Antimony TrioxideFR Masterbatchesrecycled Polymers*ChemicalsOn 31 december 2023 84 405 30 841 12 253 127 499On 31 december 2022 99 547 47 769 6 218 153 534∆-15.2% -35.4% - -17.0%

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

of 21 084 ton (12/31/2022: 18 483 ton) (+14.1%). 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’) BU Lead, BU Metals Recovery and BU recycled Batteries.

BU BU BU Total Circular Turnover € ‘000Metals RecoveryLeadrecycled Batteries*MetalsOn 31 december 2023 17 781 150 181 68 475 236 437On 31 december 2022 18 111 149 140 29 559 196 810∆-1.8% 0.7% - 20.1%

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

128 621 ton (12/31/2022: 91 813 ton) (+40.1%). The split between external sales and cross-business unit sales

can be found in the table on the next page.

There are two customers in the Circular metals division who represents more than 10% of the Group’s

turnover (33%).

* After the acquisition in July 2022 only the second semester was consolidated; in 2023 an entire year.

CONSOLIDATED FINANCIAL STATEMENTS 2023 68

Specialty Corporate &ChemicalsCircular MetalsUnallocatedTotal‘000 €12/31/202312/31/202312/31/202312/31/2023REVENUEExternal sales 127 499 194 472 - 321 971Cross-business unit sales in the same segment - 41 965 -41 965 0Total revenue 127 499 236 437 -41 965 321 971RESULTSegment operating result 2 015 16 626 - 18 641Unallocated expenses - - - -Operating result (EBIT) 18.641Investment revenues - - 8 8Hedging results - 914 - 914Finance costs - - -1 303 -1 303Result before tax 18 260Income tax expense -4 609Result for the period 13 651

Specialty Corporate & ChemicalsCircular MetalsUnallocatedTotal'000 €12/31/202312/31/202312/31/202312/31/2023OTHER INFORMATIONCapital additions 2 840 3 799 1 2787 917Depreciation and amortisation (incl. right-of-use -2 024 -3 965 -1 209 -7 198assets)BALANCE SHEETAssetsFixed assets (incl. right-of-use assets) 7 924 21 168 5 561 34 653Stocks 22 545 27 350 2 906 52 801Trade receivables 20 380 12 035 - 32 415Other receivables - - 1 764 1 764Derivatives - 375 - 375Cash and cash equivalent - - 3 738 3 738Total assets 50 849 60 928 13 969 125 746Long term liabilitiesRetirement benefit obligation - - 1 802 1 802Deferred tax liabilities - - 503 503Bank loans - - 3 750 3 750Obligations under leases - - 456 456Provisions 65 6 185 - 6 250Short term liabilitiesTrade payables 5 933 11 905 3 246 21 084Other payables - - 6 683 6 683Capital grants - - 1 065 1 065Current tax liabilities - - 205 205Obligations under leases - - 249 249Bank overdrafts and loans* - - 14 554 14 554Total liabilities 5 998 18 090 32 513 56 601

* 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 two legal entities and are therefore not allocated at segment level.

CONSOLIDATED FINANCIAL STATEMENTS 2023 69

Specialty Corporate & Chemicals Circular Metals Unallocated Total '000 €12/31/202212/31/202212/31/202212/31/2022REVENUEExternal sales 153 534 163 896 - 317 430Cross-business unit sales in the same segment - 32 914 -32 914 0Total revenue 153 534 196 810 -32 914 317 430RESULTSegment operating result 4 388 9 431 - 13 819Unallocated expenses - - 6 478 6 478Operating result (EBIT) 20 297Investment revenues - - 2 2Hedging results - -612 - -612Finance costs - - -747 -747Result before tax 18 940Income tax expense -3 135Result for the period 15 805

Specialty Corporate & Chemicals Circular Metals Unallocated Total '000 €12/31/202212/31/202212/31/202212/31/2022OTHER INFORMATIONCapital additions 4 542 9 813 2 092 16 447Depreciation and amortisation (incl. right-of-use -1 506 -3 294 -959 -5 759assets)BALANCE SHEETAssetsFixed assets (incl. right-of-use assets) 7 108 21 334 5 492 33 934Deferred tax - - 166 166Cash paid in escrow - - 57 57Stocks 25 625 24 250 2 161 52 036Trade receivables 19 382 17 850 -1 613 35 619Other receivables - - 2 873 2 873Cash and cash equivalent - - 2 908 2 908Total activa 52 115 63 434 12 044 127 593Long term liabilitiesRetirement benefit obligation- -1 496 1 496Deferred tax liabilities - - 741 741Bank loans - - 5 250 5 250Obligations under leases - - 184 184Provisions 170 6 065 - 6 235Short term liabilitiesRetirement benefit obligation - - 14 14Trade payables 6 052 16 105 986 23 143Other payables - - 5 746 5 746Capital grants - - 1 249 1 249Derivatives - 632 - 632Current tax liabilities - - 1 200 1 200Obligations under leases - - 208 208Bank overdrafts and loans* - - 21 945 21 945Total 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 two legal entities and are therefore not allocated at segment level.

CONSOLIDATED FINANCIAL STATEMENTS 2023 70

5.5. OTHER OPERATING EXPENSE AND INCOME

‘000 € 12/31/2023 12/31/2022OTHER OPERATING EXPENSEOffice expenses & IT1 4221 325Fees7801 169Insurances1 264695Interim personnel1 8602 718Expenses related to personnel327205Carry-off of waste3 8064 209Travel expenses507 300Transportation costs7 1736 692Other purchase and sales expenses648733Negative operating hedge result341430Research & development198186Renting247530Subscriptions524365Advertising - publicity144114Other taxes (unrelated to result)323165Financial costs (other than interest)519303Others19538720 278 20 526

Consequently to the acquisition, a revaluation of all sites was carried out which led to a revaluation of the

insured premiums. In addition, the costs of the French entities were included for a full year in 2023, while in

2022 this was only for half a year.

‘000 € 12/31/2023 12/31/2022OTHER OPERATING INCOMEPositive operating hedge result4141 192Finance income (other than interest)01 325Renting17 53Claims603244Subsidies504229Produced assets - own construction205180Recuperation of costs from third parties29610Others471102 086 3 343

The finance income (other than interest) for 2022 has a positive effect on exchange rate differences.

This had a limited negative effect in 2023 which is included in financial costs (other than interest).

CONSOLIDATED FINANCIAL STATEMENTS 2023 71

5.6. FINANCE COSTS

‘000 € 12/31/2023 12/31/2022Interest on bank overdrafts, loans and factoring 1 284 742Interest cost on leasing 19 5Total borrowing costs 1 303 747

5.7. INCOME TAX EXPENSE

‘000 € 12/31/2023 12/31/2022Current tax 4 609 3 806 Deferred tax 0 -671 Income tax expense for the year 4 609 3 135

Domestic and French income tax is calculated at 25% (2022: 25%) of the estimated assessable result for the

year.

‘000 € 12/31/2023 12/31/2022Result before tax 18 260 18 940 Tax at the domestic income tax rate of 25% (2022: 25%) 4 565 4 735 Tax effect of expenses that are not deductible in determining taxable result 119 49 Tax effect of Notional Interest Deduction (NID) 0 0 Tax settlement previous years -64 1 Tax effect of utilisation of tax losses previously not recognised and timing -30 -1 650 differencesTax penalty (insufficient prepayments) 19 0 Effect of different tax rates of subsidiaries operating in other jurisdictions 0 0 Tax expense and effective tax rate for the period 4 609 3 135

CONSOLIDATED FINANCIAL STATEMENTS 2023 72

5.8. DIVIDENDS AND TANTIÈME

The board proposes to pay a dividend amounting to 4.5 mio € based on the 2023 results. A total dividend of

€ 3.75 mio was paid based on the 2022 result.

The board proposes to pay the non-executive directors a tantième for the financial year closed on 12/31/2023

as follows:

F.-W. FLG DELOX HempelBELGIUMYASSchairmanH.-R. OrgsTotalTantième € 15 000 € 15 000 € 15 000 € 30 000 € 15 000 € 90 000

For the financial year closed on 12/31/2022 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 € 12/31/2023 12/31/2022RESULTResult for purposes of basic and diluted results per share (result for the year 13 651 15 805 attributable to equity holders of the parent)NUMBER OF SHARESWeighted average number of ordinary shares for the purposes of basic and 1 500 000 1 500 000diluted results per share

CONSOLIDATED FINANCIAL STATEMENTS 2023 73

5.9. PROPERTY, PLANT AND EQUIPMENT

Properties Land and under Fixtures and ‘000 €buildings constructionequipment Total COST OR VALUATIONOn 31 December 2021 16 951 386 83 946 101 283Additions 6 522 246 8 981 15 749Transfers - -386 386 0On 31 december 2022 23 473 246 93 313 117 032Additions 1 142 228 5 299 6 669Transfers - -246 246 0On 31 december 2023 24 615 228 98 858 123 701ACCUMULATED DEPRECIATIONOn 31 december 2021 13 338 - 65 176 78 514Depreciation charge for the year 467 - 5 077 5 544On 31 december 2022 13 805 - 70 253 84 058Depreciation charge for the year 685 - 5 949 6 634On 31 december 2023 14 490 0 76 202 90 692CARRYING AMOUNTOn 31 December 2023 10 125 228 22 656 33 009On 31 December 2022 9 668 246 23 060 32 974

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 min 5% – max 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 2023 74

5.10. INTANGIBLE ASSETS

‘000 € Patents, trademarks and software purchasedCOSTOn 31 December 2021 1 940Additions 591On 31 December 2022 2 531Additions 687On 31 December 2023 3 218ACCUMULATED DEPRECIATIONOn 31 December 2021 1 837Charge for the year 126On 31 December 2022 1 963Charge for the year 316On 31 December 2023 2 279CARRYING AMOUNTOn 31 December 2023 939On 31 December 2022 568

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 12/31/2023 are as follows:

Place of 5.12. INVENTORIESincorporation‘000 € 12/31/2023 12/31/2022Proportion Raw materials 14 911 15 060 ProportionWork-in-progress 16 838 12 314 Name of Finished goods 21 052 24 662 (or registration)52 801 52 036 of ownership of votingPrincipal subsidiaryand operationinterestpower heldactivityCampine Recycling nv Belgium 99.99% 100% Lead recyclingVAT: BE0474.955.451Campine France sas France 100.00% 100% Lead recyclingVAT: FR83 911 549 699 Campine recycled Polymers sas France 100.00% 100% Plastic recyclingVAT: FR 59 342 238 649There 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 2023 75

The inventory per year-end includes an amount written-off of € 1 588K (2022: € 1 502K) 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 pledge on trade fund granted to the banks (see note 5.22).

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 € 12/31/2023 12/31/2022Amounts receivable from the sale of goods 32 415 35 619 32 415 35 619

An allowance has been recorded for estimated irrecoverable amounts from the sale of goods of € 1 046K

(2022: € 1 044K). 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 total amount from sales of goods amounting to € 32 415K includes € 20 679K subject to commercial

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

account of Campine (€ 8 883K on 12/31/2023, 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.

5.13.2. Other receivables

‘000 € 12/31/2023 12/31/2022Other receivables 1 764 2 873 1 764 2 873

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 76

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.

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

being large and unrelated. For more information we refer to the valuation rule 5.2.6. of the consolidated

annual accounts in this annual report.

Roll-forward of the allowances for doubtful debtors:

‘000 € 12/31/2023 12/31/2022Opening allowance doubtful debtors 1 044 1 011 Additions 2 33 Reversals - - Closing allowance doubtful debtors 1 046 1 044

Included in the Group’s trade receivable balance are debtors with a carrying amount of € 4 455K

(2022: € 2 453K) 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 9 days past due

(2022: 13 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.

Fair value ofUnderlying lead‘000 €current instrumentsvolumes (in ton)On 31 december 2022 -632 5 150 On 31 december 2023 375 4 025

The change in fair value in income statement amounts to € +914K (2022: € -612K).

CONSOLIDATED FINANCIAL STATEMENTS 2023 77

The fair value of the derivatives are included in the balance sheet as current assets – derivatives for € 375K.

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 € Company carsOn 31 December 2021 373Additions 108Depreciation charge for the year -89Disposals - On 31 December 2022 392Additions 458Depreciation charge for the year -247Disposals - On 31 December 2023 705

Leased assets relate to company cars. In 2023 new lease obligations were entered into for an amount of

€ 458K. The repayments of operating lease liabilities during 2023 amount to € 266K. The depreciation

charges reached € 247K and the financial charges amounted to € 19K.

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 € 12/31/2023 12/31/2022Authorised1 500 000 ordinary shares of par value of 2.67 € each 4 000 4 000Issued 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 2023 78

5.16.

BANK BORROWINGS (LEASE OBLIGATIONS EXCLUDED)

‘000 €12/31/2023 12/31/2022Bank loans - investment credit 5 250 8 250Bank overdrafts 4 171 7 994Advances on factoring 8 883 10 95118 304 27 195Repayable borrowingsBank loans after more than one year 3 750 5 250Bank loans within one year 1 500 3 000Bank overdrafts 4 171 7 994Advances on factoring 8 883 10 95118 304 27 195Average interest rates paidBank loans - investment credit 1.86% 1.99%Bank overdrafts 5.70% 2.86%Advances on factoring 4.62% 1.73%

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

€13 054K on 12/31/2023 (on 12/31/2022: € 18 945K)) are arranged at floating rates, thus exposing the Group

to an interest rate risk (see note 5.26.1.). On 12/31/2023, the Group had available € 28 265K

(12/31/2022: € 22 455K) 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 12/31/2023 Campine complied with all covenants:

• The equity (corrected for intangible fixed assets and deferred taxes) amounted to € 68 709K on 12/31/2023

compared to the required minimum of € 22 000K.

• The solvency ratio on 12/31/2023 (55%) is in compliance with the required ratio of 30%.

• With a stock rotation of 63 days Campine complied to the stock rotation ratio (< 90 days) on 12/31/2023.

Roll-forward van de financiële verplichtingen en de aansluiting met cash-flow:

‘000 € 12/31/2023 Financing cash-flow 12/31/2022Bank overdrafts 4 171 -3 823 7 994Advances on factoring 8 883 -2 068 10 951 Bank loans - investment credit 5 250 -3 000 8 250 18 304 -8 891 27 195

CONSOLIDATED FINANCIAL STATEMENTS 2023 79

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.

TimingdifferencesPositive Retirement on fixedfair value benefit Fiscal Capital‘000 €assetsderivativesobligationslosses Othersgrants TotalOn 31 December 2021 1 - -117 - 12 219 115Charge/(credit) to result for 552 - 26 - -108 -31 439the yearCharge/(credit) to other - - 21 - - - 21comprehensive incomeOn 31 December 2022 553 - -70 - -96 188 575Charge/(credit) to result for -217 94 34 - 121 -32 0the yearCharge/(credit) to other - - -72 - - - -72comprehensive incomeOn 31 December 2023336 94 -108 - 25 156 503

The balance of € 503K consists of a deferred tax asset ad € 0K (12/31/2022: € 166K) and a deferred tax

liability of € 503K (€ 741K on 12/31/2022).

5.18. TRADE AND OTHER PAYABLES

5.18.1 Trade payables

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

of directors considers that 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 € 12/31/2023 12/31/2022Trade creditors and accruals 21 084 23 14321 084 23 143

5.18.2 Other payables

‘000 € 12/31/2023 12/31/2022Other payables and accruals 6 125 5 0916 125 5 091

Other payables and accruals principally comprise amounts outstanding for ongoing costs which consist

mainly of social security and VAT.

CONSOLIDATED FINANCIAL STATEMENTS 2023 80

5.18.3 Capital grants

‘000 € 12/31/2023 12/31/2022Capital grants 1 065 1 2491 065 1 249

Capital grants comprise amounts which are spread in the proceeds. This concerns 2 investments in the

Specialty Chemicals division: one at our Belgian site in Beerse (depreciation continues until 2028) and one at

our French site in Villefranche (depreciation continues until 2030).

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.

12/31/2023 12/31/2022‘000 €< 1 year 1-5 year > 5 year < 1 year 1-5 year > 5 yearTrade liabilities 21 084 - - 23 143 - - Other liabilities 7 748 - - 6 955 - - Bank overdrafts and loans 5 671 3 750 - 10 994 5 250 - Advances on factoring 8 883 - - 10 951 - - Lease obligations 249 456 - 208 184 -

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

CONSOLIDATED FINANCIAL STATEMENTS 2023 81

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 12/31/2023 are presented below:

‘000 € Categories Book value Fair value LevelI. Fixed assetsII. Current AssetsTrade receivables A 32 415 32 415 2 Other receivables A 1 764 1 764 3 Cash and cash equivalents B 3 738 3 738 1 Derivatives C 375 375 1 Total financial instruments on the assets side 38 292 37 917 of the balance sheetI. Non-current liabilitiesInterest-bearing liabilities A 3 750 3 775 2 Obligations under leases A 456 456 2 II. Current liabilitiesInterest-bearing liabilities* A 14 554 14 554 2 Current trade debts A 21 084 21 084 2 Current other debts A 6 125 6 125 3 Obligations under leases A 249 249 2 Total financial instruments on the 46 218 46 243 liabilities side of the balance sheet

* Interest-bearing liabilities consist of short term bank loans, bank overdrafts and factoring.

CONSOLIDATED FINANCIAL STATEMENTS 2023 82

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

‘000 € Categories Book value Fair value LevelI. Fixed assetsII. Current AssetsTrade receivables A 35 619 35 619 2 Other receivables A 2 873 2 873 3 Cash paid in escrow A 57 57 2Cash and cash equivalents B 2 908 2 908 1 Total financial instruments on the assets side 41 457 41 457 of the balance sheetI. Non-current liabilitiesInterest-bearing liabilities A 5 250 5 284 2 Obligations under leases A 184 184 2 II. Current liabilitiesInterest-bearing liabilities* A 21 945 21 945 2 Current trade debts A 23 143 23 143 2 Current other debts A 5 091 5 091 3 Obligations under leases A 208 208 1 Derivatives C 632 632 1 Total financial instruments on the 56 453 56 487 liabilities side of the balance sheet

* Interest-bearing liabilities consist of short term bank loans, bank overdrafts and factoring.

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

measurementis unobservable.

CONSOLIDATED FINANCIAL STATEMENTS 2023 83

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.

5.21. PROVISIONS AND CLAIMS

‘000 € Soil sanitation cost Other TotalOn 31 December 2022 6 065 170 6 235 Additions / Reversals 120 -105 15On 31 December 2023 6 185 65 6 250 ‘000 € 12/31/2023 12/31/2022Analysed as:Current liabilities - - Non-current liabilities 6 250 6 2356 250 6 235

The provisions amounted to € 6 250K on 12/31/2023. These mainly relate to the soil sanitation obligation

(€ 6 185K) on and around the site of the Group and other environmental items. 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 judgments 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 (12/31/2022:

€ 41 250K) but limited to the maximum amount of financing which amounted to € 18 304K on 12/31/2023

(12/31/2022: € 27 195K).

CONSOLIDATED FINANCIAL STATEMENTS 2023 84

5.23. SHARE-BASE

D PAYMENTS

During the financial year closed on 12/31/2023 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.

5.24. EMPLOYEE BENEFITS EXPENSE

‘000 € 12/31/2023 12/31/2022Long termPension cost (incl. early retirement) 1 029 560 Short termSalaries 16 022 12 964 Contribution social security 4 515 3 881 Structural reduction social contribution -1 064 -1 041Other employee benefits expense 2 282 1 71622 784 18 080 Average number of FTE’s 264 228

The increase in costs is mainly due to the French entities that were included for a full year in 2023 (compared

to half a year in 2022) as well as the high indexation applied in 2023. The increase in FTEs is also due to the

French entities that were included for a full year in 2023 compared to half a year in 2022.

5.25. POST RETIREMENT BENEFITS

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

‘000 € 12/31/2023 12/31/2022Defined benefit plan 1 196 1 096Early retirement and others provision 606 4141 802 1 510

5.25.1. Pension benefit plan

The Group operates a funded pension benefit plan for qualifying employees of Campine and its subsidiaries 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

(classified in IFRS as “defined benefit” 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 2023 85

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

Pension obligation Net liability / '000 €(IAS 19) Plan Assets Deficit(asset)On 31 December 2022 5 338 -4 242 1 096 1 096Components of defined benefit costService cost in P/L - - - - Current service cost (net of employee contributions) 393 - - 393Past service cost (incl. effect of curtailments) - - - - Settlement (gain)/loss - - - - Service cost 393Net interest on the net liability / (asset) in P/L Interest cost on pension obligation 193 - - 193Interest income on plan assets - -163 - -163Interest on effect of the asset ceiling - - - - Net interest 30Administration costs paid from plan assets in P/L - Components of defined benefit cost recognised in P/L 423Remeasurements of the net liability / (asset) in OCIActuarial (gain) / loss arising from• Changes in demographic assumptions - - - - • Changes in financial assumptions 342 - - 342• Experience adjustments 103 - - 103Return on plan assets (excl. amounts in net interest) - -157 - -157Change in effect of the asset ceiling - - - - (excl. amounts in net interest)Total remeasurement recognised in OCI288Defined benefit cost (total amount recognised) 711Cash FlowsEmployee contributions - - - - Employer contributions to plan assets (incl. 4.4% taxes) - -611 - -611Benefit payments from plan assets -369 369 - 0 Direct benefit payments by employer - - - - Taxes paid from plan assets (4.4%) -23 23 - 0 Taxes paid directly by employer (8.86%) -48 48 - 0 On 31 December 2023 5 929 -4 733 1 196 1 196

CONSOLIDATED FINANCIAL STATEMENTS 2023 86

Pension Net obligation liability / ‘000 €(IAS 19) Plan Assets Deficit(asset)On 31 December 2021 6 990 -5 822 1 168 1 168Components of defined benefit costService cost in P/L - - - - Current service cost (net of employee contributions) 481 - - 481Past service cost (incl. effect of curtailments) - - - - Settlement (gain)/loss - - - - Service cost 481Net interest on the net liability / (asset) in P/LInterest cost on pension obligation 68 - - 68Interest income on plan assets - -59 - -59Interest on effect of the asset ceiling - - - - Net interest 9Administration costs paid from plan assets in P/L - Components of defined benefit cost recognised in P/L 490Remeasurements of the net liability / (asset) in OCIActuarial (gain) / loss arising from• Changes in demographic assumptions - - - - • Changes in financial assumptions -2 261 - - -2 261• Experience adjustments 216 - - 216Return on plan assets (excl. amounts in net interest) - 1 963 - 1 963Change in effect of the asset ceiling (excl. amounts in net interest) - - - - Total remeasurement recognised in OCI -82Defined benefit cost (total amount recognised in P/L and OCI) 408Cash FlowsEmployee contributions - - - - Employer contributions to plan assets (incl. 4.4% taxes) - -480 - -480Benefit payments from plan assets -101 101 - 0 Direct benefit payments by employer - - - - Taxes paid from plan assets (4.4%) -18 18 - 0 Taxes paid directly by employer (8.86%) -37 37 - 0 On 31 December 2022 5 338 -4 242 1 096 1 096

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 2023 87

Major actuarial assumptions in use at balance sheet date:

12/31/2023 12/31/2022Discount rate 3.20% 3.80%Expected rate of salary increases 3.10% 3.20%Inflation 2.10% 2.20%Split of the plan assets on balance sheet date:12/31/2023 12/31/2022Equity securities, incl. cash 6% 5%Fixed income securities 94% 95%100 % 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 2.70% 3.20% 3.70%Pension obligation (K€) 6 284 5 929 5 629Salary increase -0.50% 0.50%Assumptions 2.60% 3,10% 3.60%Pension obligation (K€) 5 881 5 929 6 020

The Group expects to contribute € 454K to its defined benefit plans in 2024.

5.25.2. Early retirement and others 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 12/31/2023 amounts to € 606K (on 12/31/2022: € 414K).

5.26. MARKET RISK

5.26.1. Interest risk

Funding of the company is done through bank loans, bank overdrafts and factoring. On 12/31/2023 bank

loans amounted to € 5 250K, bank overdrafts and advances on factoring amounted to € 13 054K. 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 € -65K

(in case of 10% increase) or € +65K (in case of 10% decrease) based upon the amount on 12/31/2023. The

retained earnings will also be influenced.

CONSOLIDATED FINANCIAL STATEMENTS 2023 88

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

€ -69K (in case of 10% increase) or € +69K (in case of 10% decrease) based upon the assets and liabilities

denominated in USD on 12/31/2023. 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 12/31/2023 of a price fall of 10% would be

€ +482K or of a price raise of 10% would be € -482K.

5.27. EVENTS AFTER THE BALANCE SHEET DATE

No 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 rightsF.W. Hempel Metallurgical GmbH1 077 900 71.86%Weißensteinstraße 70, 46149 Oberhausen, Germany

The ultimate parent of the Group is the F.W. Hempel Familienstiftung. Mr Friedrich-Wilhelm Hempel is the

ultimate controlling person with 71.86% of Campine NV’s voting rights.

Transactions between the company and its subsidiaries, 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.

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.

CONSOLIDATED FINANCIAL STATEMENTS 2023 89

5.29.1. Trading transactions

In 2023, 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 € 1 783K (2022: € 832K).

Open amount on 12/31/2023: 46K.

5.29.2. Other transactions

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

• F.W. Hempel Metallurgical: € 318K (2022: € 325K). Open amount on 12/31/2023: € 20K.

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

The Campine Group passed through personnel and IT expenses to F.W. Hempel & Co Erze und Metalle:

• F.W. Hempel & Co Erze und Metalle t.b.v. € 9K (2022: € 8K). Open amount on 12/31/2023: € 9K.

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 € 12/31/2023 12/31/2022Commercial commitments for metals purchased (to be received) 15 904 6 729Commercial commitments for metals sold (to be delivered) 17 156 17 336

5.31. COMPENSATION OF KEY MANAGEMENT PERSONNEL

The total remuneration of the executive management team including the board members amounts to

€ 2 692K (2022: € 2 328K). For further details, we refer to the Remuneration report.

‘000 € 12/31/2023 12/31/2022BoardFixed remuneration 142 141Tantième 90 90Executive management team (incl. CEO)Fixed remuneration 1 797 1 507Other benefits 63 53Pension cost 41 38Variable remuneration one year 409 349Variable remuneration multiple year 150 150Total compensation paid to key management personnel 2 692 2 328

CONSOLIDATED FINANCIAL STATEMENTS 2023 90

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 14 March 2024.

INDEPENDENT AUDITOR’S REPORT 91

Independent

auditor’s report

to the general meeting of Campine NV for the year

ended 31 December 2023

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

2023, the consolidated income statement, the

consolidated overview of the comprehensive

income, the consolidated statement of changes in

equity and the consolidated cash flow statement

of the year and the disclosures ,including material

accounting policy information, which show a

consolidated balance sheet total of K€ 125 746 and

of which the consolidated income statement shows

a profit for the year of K€ 13 651.

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 2023, and of its consolidated results

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

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 2023, 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 ended 31 December 2023 and the disclosures including

material accounting policy information (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 performed the audit of the

Consolidated Financial Statements of the Group during 3 consecutive years.

INDEPENDENT AUDITOR’S REPORT 92

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.

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 2023, the inventory consists of

the following components: (i) raw materials

(K€ 14 911), (ii) work in progress (K€ 16 838),

and (iii) finished products (K€ 21 052).

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 and purchase 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”.

Summary of the procedures performed

• 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

INDEPENDENT AUDITOR’S REPORT 93

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;

• 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 2023 amounts to K€ 6 250, 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.

Summary of the procedures performed

• 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.

INDEPENDENT AUDITOR’S REPORT 94

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

Company or to cease business operations, or has no

realistic alternative but to do so.

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 ISA’s

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 Company’s 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

INDEPENDENT AUDITOR’S REPORT 95

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.

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.

INDEPENDENT AUDITOR’S REPORT 96

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, and other information

included in the annual report.

RESPONSIBILITIES OF THE AUDITOR

In the context of our mandate and in accordance

with the additional standard to the ISA’s applicable

in Belgium, it is our responsibility to verify, in

all material respects, the Board of Directors’

report on the Consolidated Financial Statements,

and other information included in the annual

report, as well as to report on these matters.

ASPECTS RELATING TO BOARD OF DIRECTORS’

REPORT 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 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:

• “2023 Financials” (page 9);

• The Corporate Governance statement (pages 32 to

39);

• The remuneration report (pages 40 to 47).

contains 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 related to additional services which are

compatible with the audit of the Consolidated

Financial Statements as referred to in article 3:65 of

the Code of companies and associations were duly

itemized and valued in the notes 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.

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.

Report on other legal and regulatory requirements

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.

Due to the technical limitations inherent in the

tagging of consolidated financial statements using

the ESEF format, it is possible that the content

of certain tags in the accompanying notes is

not reproduced in an identical manner as in the

consolidated financial statements attached to this

report.”

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.

Diegem, 19 April 2024

EY Bedrijfsrevisoren BV

Statutory auditor

Represented by

Ludovic Deprez*

Partner

* Acting on behalf of a BV/SRL

CORPORATE DATA 98

Corporate Data

Corporate data

Headquarters

Campine nv

Nijverheidsstraat 2

2340 Beerse

Belgium

VAT BE0403.807.337

Tel: +32 14 60 15 11

www.campine.com

Investor & media relaties

karin.leysen@campine.com

Statutory auditor

EY Bedrijfsrevisoren BV

Represented by Ludovic Deprez*

partner

* acting on behalf of a BV/SRL

Financial calendar

22 May 2024 General meeting of shareholders

14 June 2024 Payment of dividend

13 June 2024 Record date

12 June 2024 Ex-date

Last week of august 2024 Announcement of half-year results 2024

Last week of March 2025 Announcement of annual results 2024