Annual Report 2023

Orkla

Contents

Contents

Menu

1. This is Orkla

Orkla at a glance

Portfolio companies

Highlights 2023

Message from the CEO

2. Goals and strategy

Goals and strategy

3. Board of Directors' Report, Corporate Governance and Executive Renumeration Report

Report of the Board of Directors 2023

Corporate Governance

Salary and other remuneration of senior executives

4. Financial Statements

Annual Financial Statements Orkla group

Notes Orkla group

Annual Financial Statements Orkla ASA

Notes Orkla ASA

Declaration from the Board of Directors of Orkla ASA

Independent Auditor's Report

Historical Key Figures

Alternative Performance Measures (APM)

5. Key Information

Share information

Additional information for valuation purposes

The Board of Directors

The Orkla Management Team

Governing Bodies and Elected Representatives

6. Sustainability

General information

Environmental topics

Social topics

Business ethics topics

Orkla's Taxonomy report for 2023

7. Group Directory

Group Directory

Page 2

Annual Report 2023

Orkla

This is Orkla

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1. This is Orkla

Page 3

Annual Report 2023

Orkla

This is Orkla

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ORKLA AT A GLANCE

Orkla ASA is a leading industrial investment company within brands and consumer-oriented businesses. We take a long-term and industrial approach to our investments, where we can contribute to value creation by combining our brand expertise with an investment company mindset.

Sustainable value creation

through active ownership of brands and consumer-oriented companies

Portfolio companies

Orkla ASA

Business service companies

Independent portfolio companies

A lean Orkla ASA with

The business service companies

with overall responsibility for

focus on the ownership role

maintain and enhance important

performance and a clear mandate.

and capital allocation.

synergies.

Orkla's long history of adapting to change

1654

1986-2010

2011-2022

2023

Establishment of the

An industrial conglomerate.

A leading company in brands.

An industrial investment company

mining company.

Orkla consolidates the Nordic

Invested in branded

focused on brands and consumer-oriented

brands industry.

consumer goods and sold

companies. To realise the full potential of

other businesses.

the business, a change was needed.

The portfolio had become too complex, and

value creation did not match the ambitions.

Page 4

Annual Report 2023

Orkla

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ORKLA AT A GLANCE

Number of employees

in the Orkla Group

19,671

Financial Investments

Hydro

Orkla

Power

Real Estate

Average annual return on investment, incl. reinvested dividends, as at 31 December 2023

Last year

15.7%

9.9%

Last 3 years

1.4%

34.2%

Last 5 years

6.7%

10.3%

Last 10 years

9.9%

9.1%

Source: Nasdaq

Orkla

OSEBX

Ordinary dividend per share

3.00 3.00 3.00

3.00

2.75

2.50 2.50 2.50 2.50 2.50 2.50 2.60 2.60 2.60 2.60

2.25 2.25 2.25

2.00

2.00

1.50

1.00

0.65

0.68

0.80 0.90

0.60

0.00

00

01

02

031

042

05

06

07

08

09

101

11

12

13

14

15

161

17

18

19

20

21

22

233

1

Additional dividend per share NOK 5.

3

Proposed ordinary dividend. Additional dividend NOK 3 per share.

2

Additional dividend per share NOK 1.

Portfolio companies

(sorted by turnover 2023)

Jotun

Orkla Foods

Orkla Foods

Orkla

Orkla Health

The European

Europe

Ingredients

Confectionery &

Pizza Company

31.9

Snacks

20.3

18.7

8.9

6.4

3.0

42.7% ownership

BNOK

interest

BNOK

BNOK

BNOK

BNOK

BNOK

Orkla India

Orkla Home &

Orkla

Health and

Pierre

Lilleborg

Personal Care

House Care

Sports Nutrition

Robert Group

Group

2.9

2.5

1.6

1.2

0.6

0.6

BNOK

BNOK

BNOK

BNOK

BNOK

BNOK

Sales revenues by geographical region

22% 39% 4%

Norway

Nordics

Baltics

excl. Norway

27%

7%

Rest of Europe

Rest of world

Page 5

Annual Report 2023

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Page 6

Annual Report 2023

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Jotun

Jotun is one of the world's leading paints and coatings manufacturers, and combines premium quality with constant innovation and creativity.

Strategy for the next three years

  • Jotun's strategy is well-established and based on three pillars: Four Segments, Organic Growth and Differentiated Approach. The company's strong growth over many years confirms the robustness of its long-term strategy based on a stable ownership structure and strong company culture.
  • Jotun aims to maintain high growth and profitability levels in line with or above peers in the global paints and coatings industry. Further, Jotun will continue to develop more sustainable market solutions and ensure compliance with environmental and emission and discharge requirements.
  • Going forward, the company will focus on continued strong, profitable growth in the Decorative and Protective segments, maintaining its profitable global #1 position in the Marine segment, and revitalising the Powder segment for renewed growth.

Financial performance

ESG

Ownership

Revenues

EBITA

ROCE

Number of

Management group,

Reduction of GHG

interest

(NOK million)

(NOK million)

employees

share of women

emissions since 2016

42.7%

31,861 6,430

35%

10,349 24%

21%

2023 highlights

Key figures

• Jotun achieved all-time high sales and profits in all segments.

Financial

• Sales growth was particularly strong in the Marine and Protective

segments, although the Decorative and Powder segments also

NOK million

2023

2022

delivered robust sales growth.

Operating revenues

31,861

27,858

• The company's gross margin improved markedly, with an increasing

Fixed rate growth

12%

21%

contribution from falling raw material prices.

• Raw material prices started falling in the second half of 2022, and the

EBITA

6,430

3,737

downward trend continued into the first half of 2023. After that, prices

EBITA margin (%)

20.5%

13.7%

stabilised close to historically low average levels.

• Record revenues are attributable to sales growth, higher gross

Net profit

4,500

2,167

margins and good cost control.

ROCE

35%

23%

• Jotun continued to invest for future growth, including in a new

regional office and R&D centre in the South East Asia & Pacific region

Equity/assets ratio

61%

55%

and new factories in Indonesia and Egypt.

Net interest-bearing debt (NIBD)

-1,184

1,690

Our view

NIBD/EBITDA

-0.2

0.4

• Jotun is a long-term holding for Orkla which has generated significant

returns and NOK 5 billion in dividends over the past five years.

• Orkla will continue to support Jotun's long-term strategy through

ESG

active ownership and in cooperation with the family shareholders.

2023

2022

• Jotun is well-positioned to continue generating value through its

Share of women in management group

24%

22%

strong brand and solid position in global markets. The company has an

GHG emissions, tCO2e (scope 1 and 2)

94,000 111,000

attractive geographical footprint, with >50% sales occurring in high-

growth markets.

Energy efficiency (kWh/tonne)

121

120

• The company's robust corporate culture and experienced

Share of renewable energy

21%

3%

management team have helped the company to deliver good results

over time.

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Annual Report 2023

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Orkla Foods Europe

Orkla Foods Europe supplies well-known local brands to consumers in the Nordics, the Baltics and Central Europe, and has market-leading positions in a number of attractive categories.

Financial performance

ESG

Ownership

Revenues

EBIT (adj.)

ROCE

Number of

Share of women in

Reduction of GHG

interest

(NOK million)

(NOK million)

employees

management groups

emissions since 2016

100% 20,319 2,259

12.4%

5,554 39%

62%

Strategy for the next three years

  • Orkla Foods Europe has communicated a number of targets towards 2026: EBIT (adj.) margin of 13-14%, cash conversion above 100%, a return on capital employed of over 15% and annual organic growth of 2-3%.
  • Improved profitability, increased cash flow and organic growth are key priorities in Orkla Foods Europe's strategy for the period to 2026.
  • A number of significant steps have been taken to deliver on the company's objectives, including a comprehensive purchasing programme, optimisation of inventory and investment in core categories and brands.

2023 highlights

  • Orkla Foods Europe's operating revenues increased by 14.0%. Adjusted for structural changes and currency effects, organic growth amounted to 6.6%. While progress was made in all markets driven from price increases, the volume trend was negative.
  • The profit performance was positive, with growth totaling 14.5%. Adjusted for structural changes and currency effects, the underlying EBIT (adj.) growth amounted to 8.5%. Cost increases continued to be felt for key input factors, necessitating further price increases in all markets. Profit growth was driven by sales growth and significant cost improvements.
  • Major cost reduction projects have been completed across Norway, Sweden and the Czech Republic during 2023. In the Czech Republic, a major restructuring project was implemented to counteract significantly increased costs and reduced volumes. One factory was closed, one was sold and two more are currently being discontinued.
  • Through targeted efforts to reduce inventory and prioritise investments, the company achieved strong operational cash flow of NOK 2,861 million for the year, while the return on capital employed ended at 12.4%, up from 11.7% in 2022.

Our view

  • The market for local brands in the Nordics, the Baltics and Central Europe has proven to be stable and resilient, even in volatile times, delivering robust, attractive underlying growth over time.
  • Orkla Foods Europe's leading and traditional positions in multiple local markets allow the company to meet local flavour and quality demands while leveraging economies of scale.
  • The strategy for the period to 2026 envisages substantial value creation driven by concrete, ongoing improvements in areas including category profitability, capital efficiency and profitable organic growth.

Key figures

Financial

NOK million

2023

2022

Operating revenues

20,319

17,820

Organic growth

6.6%

7.2%

EBIT (adj.)

2,259

1,973

Underlying EBIT (adj.) growth

8.5%

-9.5%

EBIT (adj.) margin

11.1%

11.1%

ROCE

12.4%

11.7%

Cash conversion

127%

47%

ESG

2023

2022

Share of women in management groups, portfolio

39%

37%

company and companies

GHG emissions, tCO2e (scope 1 and 2)

52,008

81,814

Share of recyclable packaging, % of tonnes

97%

98%

Share of revenues from healthier products

19%

19%

Definitions of Alternative Performance Measures (APM) are described on page 183

Page 8

Annual Report 2023

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Orkla Food Ingredients

Orkla Food Ingredients supplies ingredients to a broad range of customers in the bakery, ice cream and plant-based markets, and has a leading position in Europe and a growth platform in the USA.

Strategy for the next three years

  • Orkla Food Ingredients is developing a leading European and US food ingredients company addressing a large, diverse and resilient market.
  • Based on strong national positions, the objective is to continue gaining local market shares by offering tailored solutions.
  • In the period to 2026, Orkla Food Ingredients will grow operating profits faster than revenues by leveraging common capabilities, exploiting economies of scale throughout the value chain and boosting cross-company sales.
  • Orkla Food Ingredients will maintain its focus on organic and structural growth and on extracting synergies.

1 In fourth quarter Orkla announced a sale of a 40% stake in Orkla Food Ingredients to investment funds affiliated with Rhône. The parties are awaiting final approval from relevant authorities before signing.

Financial performance

Ownership

Revenues

EBIT (adj.)

ROCE

interest

(NOK million)

(NOK million)

100%1

18,661

1,166

10.8%

2023 highlights

  • Organic sales growth amounted to 8.7%, with the primary driver being price.
  • Underlying EBIT (adj.) growth totalled 6.9% across the bakery, ice cream and plant-based segments.
  • The company continued to make operational investments to increase its growth capacity and strengthen prioritised categories.
  • The cash conversion was solid at 106%.
  • The company continued the roll-out of its common ERP system. Currently, 25% of operating revenues are on the same platform, but projects are ongoing to roll the system out to a further 9% of the portfolio.
  • Orkla Food Ingredients acquired the US-based company Denali in
    the fourth quarter of 2022, and successfully integrated the company in 2023.
  • In the fourth quarter 2023, Orkla announced a partnership with Rhône, a global private equity firm. Under the agreement, investment funds affiliated with Rhône will acquire 40% stake in Orkla Food Ingredients.

Our view

  • The ingredients market is large and fragmented, and features attractive underlying growth.
  • Orkla Foods Ingredients is a leading European solutions provider with a competitive advantage thanks to its multi-local model, which selectively combines production and distribution.
  • The company has a proven track record of achieving consistent growth, as well as an experienced, entrepreneurial management team motivated to deliver ongoing growth.
  • Orkla Foods Ingredients has a robust strategy in place for accelerating its value creation through both organic and structural growth.

ESG

Number of

Share of women in

Reduction of GHG

employees

management groups

emissions since 2016

4,128

35%

55%

Key figures

Financial

NOK million

2023

2022

Operating revenues

18,661

14,682

Organic growth

8.7%

20.5%

EBIT (adj.)

1,166

853

Underlying EBIT (adj.) growth

6.9%

27.7%

EBIT (adj.) margin

6.2%

5.8%

ROCE

10.8%

10.6%

Cash conversion

106%

25%

Organic growth from volume/mix

-0.4%

3.9%

ESG

2023

2022

Share of women in management groups, portfolio

35%

35%

company and companies

GHG emissions, tCO2e (scope 1 and 2)

24,935

33,500

Share of recyclable packaging, % of tonnes

98%

94%

Share of certified high-risk raw materials

70%

54%

Page 9

Definitions of Alternative Performance Measures (APM) are described on page 183

Annual Report 2023

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Orkla Confectionery & Snacks

Orkla Confectionery & Snacks offers well-known local brands in the confectionery, snacks and biscuit segments to consumers in the Nordics and Baltics.

Strategy for the next three years

  • Win with heroes: Unlock the growth potential of hero brands through sharper portfolio prioritisation. Investment in 40% of brands is to drive >80% of growth.
  • Release funds for brand investment: The company will finance brand investment through more aggressive cost optimisation throughout the value chain, and by boosting system value through harmonisation and complexity reduction.
  • Develop critical capabilities and evaluate the current operating model:
    The company will build strong commercial capabilities to bolster the physical and mental availability of its brands to consumers. It will also review the current operating model to secure optimised strategy execution throughout the value chain.

Financial performance

Ownership

Revenues

EBIT (adj.)

ROCE

interest

(NOK million)

(NOK million)

100%

8,880

1,013

9.9%

2023 highlights

  • The company experienced price-driventop-line growth on the back of cost increases.
  • Cash conversion was lower than budgeted (at ~50%) due to investment in a new biscuit factory. Overall operational cash conversion was in line with adopted plans.
  • A new biscuit factory - the most advanced in Northern Europe - was opened outside Riga, Latvia.
  • The recently acquired subsidiary Bubs Godis AB achieved strong growth, illustrating its potential to become a future growth engine.

Our view

  • The company is a leading player in the confectionery, snacks and biscuit segments in the Nordics and Baltics, and has attractive opportunities to grow its brands from challenger positions in certain markets and through expansion into new markets.
  • Over the next three years, the company will deliver growth, focus on ambitious cost-reduction initiatives to improve margins, fund brand investments and secure capital flows to Orkla.

ESG

Number of

Share of women in

Reduction of GHG

employees

management groups

emissions since 2016

3,033

43%

58%

Key figures

Financial

NOK million

2023

2022

Operating revenues

8,880

7,578

Organic growth

9.2%

5.2%

EBIT (adj.)

1,013

989

Underlying EBIT (adj.) growth

-4.5%

-9.2%

EBIT (adj.) margin

11.4%

13.1%

Organic growth from volume/mix

-2.2%

-3.0%

ROCE

9.9%

11.7%

Cash conversion

50%

19%

ESG

2023

2022

Share of women in management groups, portfolio

43%

46%

company and companies

GHG emissions, tCO2e (scope 1 and 2)

29,007

36,211

Share of recyclable packaging, % of tonnes

98%

95%

Definitions of Alternative Performance Measures (APM) are described on page 183

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Annual Report 2023

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Orkla ASA published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 07:23:03 UTC.