FULLTEXT DEL 2 AV 4
Årsredovisning 2024
ITAB | Annual & Sustainability Report 2024 49 S2 Workers in the Value Chain ITAB is committed to building a robust ecosystem of partners and suppliers that enables us to deliver comprehensive solutions to our customers while en - hancing efficiency, reducing lead times, improving quality, and minimizing waste. At the same time, we prioritize social sustainability across our value chain, ensuring that our business practices do not compromise human rights or fair labour conditions. Our commitment is embedded in three of ITAB’s seven strategic pillars: • D eveloping an Ecosystem of Partners – fostering strong, responsible relationships with suppliers and stakeholders. • S ustainable Future – ensuring long-term, ethical, and environmentally responsible business prac - tices. • E xcellence in Operations – optimizing supply chain processes to improve quality and efficien - cy while upholding ethical standards. As part of the double materiality assessment it iden - tified the following material topics related to workers in the value chain: • W orkers in the value chain, upstream working conditions – ensuring fair wages, safe workpla - ces, and ethical labour practices. • W orkers in the value chain, upstream equal treatment and opportunities for all – preventing discrimination and promoting diversity and inclusion. • W orkers in the value chain, other work-related rights, upstream child and forced labour – mitigating the risk of human rights violations, particularly in high-risk regions. ITAB ensures that working conditions, equal tre- atment, and child/forced labour protections are fully integrated into our Supplier Code of Conduct, which is derived from our overarching Group Code of Conduct to maintain consistency across the value chain. These commitments are further reinfor - ced through our Group Sustainable Procurement Policy. Local Compliance Measures: • I n Germany, we have implemented a policy aligned with the Supply Chain Act. • I n Norway, we comply with the Transparency Act to ensure greater supply chain accountability. • I n the UK, ITAB has adopted a Modern Slavery Policy in line with local legislation, which is public - ly available on our website. To ensure supplier compliance, ITAB has implemented: • S upplier audits and due diligence processes to monitor adherence to these policies. • Gri evance mechanisms and reporting channels to identify and address violations. • P erformance Indicators (KPIs) and monitoring frameworks to assess policy effectiveness and track progress. Through these measures, ITAB is committed to enhancing labour rights, promoting fair working conditions, and ensuring responsible sourcing across all regions of operation. While a significant portion of ITAB’s upstream value chain is based in Europe, our supply chain includes partners in South America and China, where the risks related to working conditions, forced labour, and human rights violations may be heightened. To address these risks, ITAB is implementing a proacti- ve due diligence framework that includes: • S upplier audits and compliance monitoring to assess labour conditions. • R isk assessments based on geographical and industry-specific factors. • C ollaboration with suppliers to drive improve - ments through training, corrective action plans, and capacity-building initiatives. • A g rievance mechanism to enable workers in the value chain to report labour rights violations. Beyond risk mitigation, we recognize opportunities to enhance transparency and accountability within our value chain. By strengthening supplier enga - gement and implementing traceability measures, ITAB aims to: • I mprove visibility into potential social impacts across the value chain. • Al ign with emerging regulatory requirements, such as the Corporate Sustainability Due Diligen - ce Directive (CSDDD), by adopting best practices globally - not just in Europe. • S trengthen our brand reputation and create a competitive advantage by demonstrating leadership in ethical sourcing and responsible supply chain management. By embedding these principles into our strategy, ITAB is not only ensuring compliance with interna- tional sustainability standards but also enhancing long-term business resilience and stakeholder trust. Impacts, Risks and Opportunities¹ Policies ² ITAB | Annual & Sustainability Report 2024 49 Sustainability Report 1 ESRS 2 SBM-3, 2 S2-1, 3 S2-2 For the supply chain ITAB has local procurement functions in place in country which will regularly engage with the suppliers in their local supply chain. Local procurement professionals will condu - ct supplier audits on selected suppliers, presenting them an opportunity to see the facilities and the workers within. A t a Group level there are category managers who generally manage the relationships with supp - liers that serve multiple countries. Suppliers’ audits are scheduled and carried out on a rotating basis. B oth category managers and local procurement will audit focusing on health & safety standards within the facility, labour & human rights and ethics policies, training of workers, procurement policies and practices, amongst other things to ensure a high level of understanding of the supply chain. A ny issues identified with the audit will require a timebound improvement plan developed in con - junction with the supplier. ITAB has a tier approach to suppliers, approved, preferred and partner, which are defined in our sustainable procurement policy. S uppliers and their workers also have access to the ITAB whistleblowing service for identification of breaches of the code of conduct. In 2024 there were no reported cases from the supply chain. I n 2024 a survey of all category managed suppliers was conducted looking for alignment of material impacts, risks and opportunities. Suppliers were invited to review ITAB’s double materiality analysis and highlight how it overlapped with theirs, so potential synergies could be developed in the fu- ture. This information is also reflected back into our DMA as suppliers are a key stakeholder. In turn this is included in the periodic reviews of the strategy and business model. Processes for Engaging with Our Value Chain Workforce ³ ===== SIDA 50 ===== ITAB | Annual & Sustainability Report 2024 50ITAB | Annual & Sustainability Report 2024 50 Sustainability Report ITAB applies a risk-based due diligence process to assess potential suppliers before onboarding. This includes: • A p re-selection questionnaire to evaluate key ESG risks. • A r isk assessment framework that assigns risk ratings based on factors such as geographical location, industry sector, and previous compliance history. • A s pecific assessment of forced and child labour risks, ensuring that suppliers do not pose a high risk for human rights violations before approval. To further enhance compliance with local regulations, ITAB has implemented targeted actions in Norway and Germany to align with: • Th e Transparency Act (Norway) – increasing supply chain visibility and accountability. • Th e Supply Chain Act (Germany) – ensuring suppliers adhere to mandatory human rights and environmen - tal due diligence requirements. Future Developments & Strengthening Due Diligence Starting in 2025, ITAB will enhance its supplier due dili - gence processes to align with the upcoming Corporate Sustainability Due Diligence Directive (CSDDD), which takes effect in 2027. This will include: • Re fining risk assessment criteria to align with new CSDDD standards. • E xpanding supplier questionnaires to incorporate additional sustainability and human rights factors. • I ntroducing on-site audits for medium- and high- risk suppliers to verify compliance with social and environmental standards. • D eveloping supplier engagement programs to sup - port continuous improvement and corrective action where risks are identified. By strengthening our risk assessment and due diligence framework, ITAB is committed to ensuring ethical sourcing, minimizing human rights risks, and proactively preparing for evolving regulatory requirements. Within the value chain 100 percent of category managed suppliers have signed the Supplier Code of Conduct and 100 percent of the targeted onsite audits were completed for 2024. Short-, medium- and long-term goals will be developed through 2025. In total 14 audits of category managed suppliers were made and 22 improvement actions agreed. T here have been no identified child and forced labour incidents in the value chain in 2024. ITAB’s target is to have no cases linked to child and forced labour through our value chain. Actions on Material Impacts 4, 5 Performance Metrics and Targets 6 4 S2-3, 5 S2-4, 6 S2-5 S2 Workers in the Value Chain, cont. ===== SIDA 51 ===== ITAB | Annual & Sustainability Report 2024 51ITAB | Annual & Sustainability Report 2024 51 Sustainability Report Governance information At ITAB, strong governance ensures ethical business practices, transparency, and compliance with the European Sustainability Reporting Standards (ESRS). Sustainability is integrated into decision-making, with oversight from the Board and Group Management. Our framework includes risk management, responsible business conduct, and due diligence to uphold human rights, environmental standards, and corporate ethics across our value chain. Through continuous improvement, we enhance stakeholder trust and drive sustainable performance. G1 Business Conduct ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 51 ESRS 2 IRO-1 Description of the processes to identify and assess materi- al impacts, risks and opportunities 51 G1-1 Business conduct policies and corporate culture 52 G1-2 Management of relationships with suppliers 52 G1-3 Prevention and detection of corruption and bribery 52 G1-4 Incidents of corruption or bribery 53 G1-5 Political influence and lobbying activities 53 G1-6 Payment practices 53 G1 Business Conduct The Board of Directors oversees Governance as they do will all aspects of sustainability. The Audit Committee within the Board applies oversight to sustainability reporting including reporting required under the governance heading, Group Management are responsible for strategy to achieve the sustainability goals, and key members of Group Management are responsible for deployment of activities through the organisation. More information can be found on page 18 where ESRS 2 GOV 1 is described in more detail. E thical business conduct is fundamental to ITAB’s busi- ness model, which relies on both our own workforce and workers in the value chain. Compliance with legislation and international guidelines is a priority, not only to mitiga - te legal and financial risks but also to maintain an efficient and skilled workforce. A strong corporate culture is key to safeguarding employees and stakeholders from human rights violations, preventing corruption, and protecting whistleblowers. Beyond legal obligations, these commit - ments are essential to sustaining our license to operate, strengthening our internal social strategy, and achieving long-term commercial success. Th e identification of IROs within the Governance standard are carried out on the basis of the insights from Group Legal and their knowledge of ITAB Group. The assessment rests on initial engagement with relevant stakeholders. In addition such rules and regulations as the EU Whistleblower Directive, UK Bribery Act 2019, current and upcoming EU anti-corruption legislation and the OECD Guidelines on Multinational Enterprises were consolidated and assessed against our current practices. As part of the double materiality assessment ITAB identified the following material impacts, risks and opportunities: • Bu siness conduct, corruption and bribery, prevention, detection including training • Bu siness conduct, protection of whistleblowers Impacts, Risks and Opportunities 1, 2 1 ESRS 2 GOV-1, 2 ESRS 2 IRO-1 ===== SIDA 52 ===== ITAB | Annual & Sustainability Report 2024 52ITAB | Annual & Sustainability Report 2024 52 Sustainability Report Anti-Corruption Policy Building on the Group Code of Conduct, ITAB has a dedicated Anti-Corruption Policy, accessible to all employees via the ITAB intranet. This policy expands on key principles, detailing guidelines for travel, training conferences, and promotional events to prevent conflicts of interest. Mandatory training pro- grams reinforce ethical behaviour across all levels of the organization. Whistleblower Policy ITAB encourages employees, business partners, and stakeholders to report any suspected violations of our Code of Conduct through a confidential whistleblowing service. The system plays a crucial role in mitigating risks, strengthening corporate ethics, and maintaining public trust. Whistleblowing reports can cover: • I llegal activities, financial crimes, bribery, and corruption. • C ompetition law breaches and environmental offenses. • W orkplace safety concerns affecting employee well-being. All reports are investigated confidentially and resol - ved without undue delays. The policy strictly prohi - bits retaliation against whistleblowers, ensuring a secure reporting environment. I n late 2023, ITAB updated and relaunched the whistleblowing system, followed by awareness cam - paigns and training throughout 2024 to enhance accessibility and effectiveness. By embedding strong governance policies, compliance mechanisms, and ethical safeguards, ITAB fosters a transparent, responsible, and legally compliant corporate culture. ITAB Group is committed to fair and responsible supplier management. Our procurement processes follow a standard practice of adhering to each supplier’s agreed payment terms, ensuring that all payments are made in full compliance with the original contract. As payment terms vary significant- ly because we have grown and acquired various company over the years, ITAB will work throughout 2025 to establish standardized payment terms that promote consistency and fairness across our supply chain. ITAB is committed to preventing corruption and bribery, which is why we have implemented an Anti-Bribery and Anti-Corruption Policy that supports our Code of Conduct and upholds high ethical standards while ensuring compliance with relevant laws. The policy offers clear guidelines on the giving and receiving of gifts and hospitality, ensuring they do not serve as attempts to unduly influence decisions, and promotes transparency in all business activities and interactions. T o prevent bribery and corruption within our operations, we have established procedures to ma- intain continuous oversight of company expenses. A key element of these procedures is our approval system, which requires superior approval for any gifts, meals, or other forms of hospitality offered or received. This process ensures that all transactions align with our principles and fosters an environment of accountability and transparency. An y allegations or incidents suggesting potential violations of our Anti-Bribery and Anti-Corruption Policy, or actions covered by anti-bribery and anti-corruption laws, will be promptly investigated by Group Legal if reported internally. If reported through our Whistleblowing System, the investiga - tion will be conducted in line with our established procedures for handling whistleblower reports. I f a violation is confirmed, it is immediately addressed, and appropriate corrective actions are implemented. Additionally, all outcomes, findings, and decisions from the investigation are reported to the relevant management, Group Management, as well as to the Board of Directors. Incidents of corruption and bribery within the value chain are reported to the Group Management and the Board of Directors as part of our regular internal reporting. G1-2 Management of relationships with suppliers G1-3 Prevention and detection of corruption and bribery ITAB Group Code of Conduct ITAB Group’s Code of Conduct applies to all employ- ees, board members (executive and non-executive), and subsidiaries. It defines our commitment to legal compliance, ethical business conduct, and integrity across all operations and jurisdictions. The policy is publicly available on our website. O ur business conduct principles emphasize fair and honest relationships, respect, and zero tole- rance for corruption and cartel activities. ITAB also remains politically neutral in all markets. Compli - ance is monitored through internal reviews, audits, and reporting mechanisms, with corrective actions taken in cases of violations. Supplier Code of Conduct In 2022, ITAB updated its Supplier Code of Conduct, aligning it with ISO20400:2017 Sustainable Procu- rement standards. The policy outlines mandatory legal and ethical requirements, including: • C ompliance with anti-corruption, bribery, and environmental laws. • F air operating practices, including rules on hospi - tality, gifts, and expenses. • Re gular supplier assessments and audits to ensure adherence. Non-compliance may result in corrective action plans or termination of business relationships, ensuring ethical sourcing and sustainable procurement. Policies ³ 3 G1-1, 4 G1-2, 5 G1-3 G1 Business Conduct, cont. Our business conduct principles emphasize fair and honest relationships, respect, and zero tolerance for corruption and cartel activities. ===== SIDA 53 ===== ITAB | Annual & Sustainability Report 2024 53ITAB | Annual & Sustainability Report 2024 53 Sustainability Report ITAB does not take part in political influencing and lobbying activities. During 2024 it has not been possible to calculate the average time to pay an invoice. There are currently no legal proceedings for late payments. Through 2025 ITAB will develop a methodology for measurement average payment time. G1-4 Incidents of corruption or bribery G1-5 Political influence and lobbying activities G1-6 Payment practices 2024 Number of convictions for violation of anti-corruption and anti-bribery laws 0 Amount fines from violation of anti-corruption and anti-bribery laws 0 SEK Number of errands reported through whistleblowing 6 Number of confirmed incidents of corruption and bribery from whistleblowing errands 0 A strong corporate culture is key to safeguarding employees and stakeholders from human rights violations, preventing corruption, and protecting whistleblowers. G1 Business Conduct, cont. ===== SIDA 54 ===== ITAB | Annual & Sustainability Report 2024 54ITAB | Annual & Sustainability Report 2024 54 Sustainability Report ESG Accounting Policy Reporting scope All ITAB companies in all geographical locations. Reporting framework The sustainability statement has been structured in preparation for compliance with the Corporate Sus - tainability Reporting Directive (CSRD) and the Euro - pean Sustainability Reporting Standards (ESRS). Definitions Climate • CO2e scope 1 is calculated as combusted fuel type x conversion factor per fuel type. Calcula - tions have been done in line with GHG Protocol using WRI GHG Protocol Emission Factor from Cross Sector Tools (March 2017). • CO2e scope 2 is calculated as purchased MWh x conversion factor by country from carbonfoot- print.com. • E lectricity is the billed amount in MWh amount from the energy provider. • N atural Gas is either kWh directly from the energy provider, or where not available m³ multiplied by the calorific value of the gas multiplied by 1.02264 divided by 3.6 to convert to kWh • G HG intensity based on net revenue has been calculated as gross scope 1, scope 2 market-ba- sed emissions divided by reported net revenue in SEK million. Circular Economy • W aste is the collated sum taken from waste trans- fer notes and sorted using disposal codes. • U sing the same data, streams are sorted and totaled. Own Workforce • H eadcount is the total of people employed on 31 December 2024 in a contract with ITAB. This includes permanent and temporary workers directly employed by ITAB. Permanent is defined as being employed by ITAB with no fixed end date of employment. Temporary is defined and employed by ITAB but with a pre-determined end date usually linked to project or a cover for a permanent employee. • E mployee turnover rate is the cumulative number of people on ITAB contracts that have left ITAB divided by the average number of employees in the reporting period (1 January – 31 December 2024) calculated as closing headcount 2023 ad- ded to the closing headcount 2024 divided by 2. • C ontractors are classified as non-employees. They do not hold an ITAB contract, but their labour contributes to ITAB. The headcount of non-employees is the number of people employ - ed this way on 31 December 2024. • C ollective bargaining is calculated by aggre - gating the total number of employees covered by collective bargaining agreements in the reporting period, excluding contractors, and dividing this total by the number of employees in ITAB. • S enior Managers are defined as the top four levels of management in the ITAB hierarchy. • G ender distribution is calculated by summing the total aggregated headcount of both women and men, respectively, in senior management and dividing by the combined headcount of women and men in senior management. • Th e age distribution of employees is calculated by aggregating the total headcount of employ- ees under 30 years (29 or younger), employees between 30 and 49 years (30 to 49), and employ- ees aged 50 years or above. This calculation is based on an actual headcount on 31 December 2024. • Th e percentage of employees participating in performance appraisals is calculated using the total employee headcount from the S1-6 disclosu- re as the denominator. • W ork related fatalities are the number of deaths occurring from work related injuries or ill health, occurring to an ITAB employee in the reporting period. • W ork related accidents are the number of lost time accidents from work related injuries or ill health, occurring to an ITAB employee in the reporting period. • Th e accident rate is calculated using the number of lost time accidents, divided by the hours wor- ked and multiplied by 1 million to provide a rate per million hours worked. • S ick leave is the total number of short-term hours lost plus the total number of long-term sick hours lost due to illness, divided by the total scheduled hours. Short term is defined as 30 calendar days and long term is equal to or greater than 30 days, • F amily-related leave includes leave for caring for sick children or relatives, maternity leave, pater- nity leave, parental leave, breastfeeding, birth, and adoption. • R emuneration Ratio was calculated by using the numerator from the financial reports, Note 8, which shows the total remuneration of the CEO, including base salary, benefits, bonuses, short and long term and pension. The denominator is the median of the total compensation for each individual employee minus that of the CEO. Business Conduct • C onvictions for violations of anti-corruption and anti-bribery laws which is determined during the financial year. • F ines for violations of anti-corruption and anti-bri - bery laws are determined by a court of law during the financial year. • T he number of reports received through the Whistleblower System during the year is based on information and confirmation by our legal department at the end of the year. ===== SIDA 55 ===== ITAB | Annual & Sustainability Report 2024 55ITAB | Annual & Sustainability Report 2024 55 Sustainability Report ESRS 2 Appendix B Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material Page reference ESRS 2 GOV-1 Board’s gender diversity paragraph 21 (d) Indicator number 13 of Table #1 of Annex 1 Commission Delegated Regulation (EU) 2020/1816, Annex II Material 18 ESRS 2 GOV-1 Percentage of board mem- bers who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II Material 84 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex I Material 19 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Indicators number 4 Table #1 of Annex I Article 449a Regulation (EU) No 575/2013: Commission Implementing Regulation (EU) 2022/2453 Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table #2 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities rela- ted to controversial weapons paragraph 40 (d) iii Indicator number 14 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) Material 36 ESRS E1-1 Undertakings excluded from Pa- ris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Imple- menting Regulation (EU) 2022/2453 Template 1: Banking book Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 Not material ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 Table #2 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Imple- menting Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignme- nt metrics Delegated Regulation (EU) 2020/1818, Article 6 Material 37 ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1 Not Material ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 Table #1 of Annex 1 Material 37 ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6 Table #1 of Annex 1 Not Material ESRS E1-6 Gross scope 1, 2, 3 and Total GHG emis- sions paragraph 44 Indicators number 1 and 2 Table #1 of Annex 1 Article 449a; Regulation (EU) No 575/2013; Commission Imple- menting Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) Material 37 ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicators number 3 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Imple- menting Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) Material 37 ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) Not material ===== SIDA 56 ===== ITAB | Annual & Sustainability Report 2024 56ITAB | Annual & Sustainability Report 2024 56 Sustainability Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material Page reference ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk. Not material ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). Article 449a Regulation (EU) No 575/2013; Commission Imple- menting Regulation (EU) 2022/2453 paragraph 34;Template 2:Banking book -Climate change transition risk: Loans collatera- lised by immovable property - Energy efficiency of the collateral Not material ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities paragraph 69 Delegated Regulation (EU) 2020/1818, Annex II Not material ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8 Table #1 of Annex 1 Indicator number 2 Table #2 of Annex 1 Indicator number 1 Table #2 of Annex 1 Indicator number 3 Table #2 of Annex 1 Not material ESRS E3-1 Water and marine resources paragraph 9 Indicator number 7 Table #2 of Annex 1 Not material ESRS E3-1 Dedicated policy paragraph 13 Indicator number 8 Table 2 of Annex 1 Not material ESRS E3-1 Sustainable oceans and seas paragraph 14 Indicator number 12 Table #2 of Annex 1 Not material ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2 Table #2 of Annex 1 Not material ESRS E3-4 Total water consumption in m3 per net revenue on own operations paragraph 29 Indicator number 6.1 Table #2 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (a) i Indicator number 7 Table #1 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (b) Indicator number 10 Table #2 of Annex 1 Not material ESRS 2- IRO 1 - E4 paragraph 16 (c) Indicator number 14 Table #2 of Annex 1 Not material ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) Indicator number 11 Table #2 of Annex 1 Not material ESRS E4-2 Sustainable oceans / seas practi- ces or policies paragraph 24 (c) Indicator number 12 Table #2 of Annex 1 Not material ESRS E4-2 Policies to address deforestation paragraph 24 (d) Indicator number 15 Table #2 of Annex 1 Not material ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 13 Table #2 of Annex 1 Material 40 ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9 Table #1 of Annex 1 Material 40 ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13 Table #3 of Annex I Not material ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) Indicator number 12 Table #3 of Annex I Not material ESRS 2 Appendix B, cont. ===== SIDA 57 ===== ITAB | Annual & Sustainability Report 2024 57ITAB | Annual & Sustainability Report 2024 57 Sustainability Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material Page reference ESRS S1-1 Human rights policy commit- ments paragraph 20 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I Material 44 ESRS S1-1 Due diligence policies on issues addressed by the fundamental Internatio- nal Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II Material 44 ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11 Table #3 of Annex I Material 44 ESRS S1-1 workplace accident prevention policy or management system paragraph 23 Indicator number 1 Table #3 of Annex I Material 44 ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5 Table #3 of Annex I Material 44 ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) Indicator number 2 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Material 48 ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Indicator number 3 Table #3 of Annex I Material 48 ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12 Table #1 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Material 48 ESRS S1-16 Excessive CEO pay ratio para- graph 97 (b) Indicator number 8 Table #3 of Annex I Material 48 ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 Table #3 of Annex I Material 48 ESRS S1-17 Nonrespect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10 Table #1 and Indica- tor n. 14 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regu- lation (EU) 2020/1818 Art 12 (1) Material 48 ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Indicators number 12 and n. 13 Table #3 of Annex I Material 49 ESRS S2-1 Human rights policy commit- ments paragraph 17 Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1 Material 49 ESRS S2-1 Policies related to value chain workers paragraph 18 Indicator number 11 and n. 4 Table #3 of Annex 1 Material 49 ESRS S2-1 Nonrespect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regu- lation (EU) 2020/1818, Art 12 (1) Material 49 ESRS S2-1 Due diligence policies on issues addressed by the fundamental Internatio- nal Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II Material 49 ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 Indicator number 14 Table #3 of Annex 1 Material 50 ESRS 2 Appendix B, cont. ===== SIDA 58 ===== ITAB | Annual & Sustainability Report 2024 58ITAB | Annual & Sustainability Report 2024 58 Sustainability Report Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material Page reference ESRS S3-1 Human rights policy commit- ments paragraph 16 Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 Not material ESRS S3-1 non-respect of UNGPs on Busi- ness and Human Rights, ILO principles or and OECD guidelines paragraph 17 Indicator number 10 Table #1 Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regu- lation (EU) 2020/1818, Art 12 (1) Not material ESRS S3-4 Human rights issues and inci- dents paragraph 36 Indicator number 14 Table #3 of Annex 1 Not material ESRS S4-1 Policies related to consumers and endusers paragraph 16 Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 Not material ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Indicator number 10 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regu- lation (EU) 2020/1818, Art 12 (1) Not material ESRS S4-4 Human rights issues and inci- dents paragraph 35 Indicator number 14 Table #3 of Annex 1 Not material ESRS G1-1 United Nations Convention aga- inst Corruption paragraph 10 (b) Indicator number 15 Table #3 of Annex 1 Material 52 ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6 Table #3 of Annex 1 Material 52 ESRS G1-4 Fines for violation of anti-cor- ruption and anti-bribery laws paragraph 24 (a) Indicator number 17 Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II) Material 53 ESRS G1-4 Standards of anti-corruption and antibribery paragraph 24 (b) Indicator number 16 Table #3 of Annex 1 Material 53 ESRS 2 Appendix B, cont. ===== SIDA 59 ===== ITAB | Annual & Sustainability Report 2024 59ITAB | Annual & Sustainability Report 2024 59 Sustainability Report Global Reporting Initiative (GRI) ITAB presents its sustainability information with the support of Global Reporting Initiatives’ (GRI) standards, core level. The Sustainability Report is prepared annually as a section in the Annual Re- port. The sustainability information presented has not been reviewed by an external party. The information in the Sustainability Report is to provide a comprehensive overview of ITAB’s work within the framework of Environmental, Social, and Corporate Governance (ESG) sustainability. The sustainability information in this report has been defined and delimited on the basis of an analysis of ITAB’s most essential issues, and describes the impact both within and outside of the organization. G RI’s fundamental principles for sustainability reporting form the basis for the preparation of ITAB’s GRI report. This includes consideration having been given in order to ensure good reporting quality and to delimit and define the content of the report. T he index refers to ITAB's Annual Report 2024 including the Sustainability Report. The page references show where man - datory standard information and selected indicators based on the materiality analysis are reported in this report. Petra Axelsson Chief Sustainability & People Officer petra.axelsson@itab.com GRI standard Disclosure ESRS Discloure Page reference Comments GRI 2: General Disclosures 20212-1 Organizational details 3, 97, 116 2-2 Entities included in the organization’s sustainability reporting ESRS 2 BP-1 16 2-3 Reporting period, frequency and contact point 59 2-4 Restatements of information ESRS 2 BP-2 17 There have been no material restatements 2-5 External assurance 62 2-6 Activities, value chain and other business relationships ESRS 2 SBM-1 20 2-7 Employees ESRS 2 SBM-1, ESRS S1-6 20, 47 2-8 Workers who are not employees ESRS S1-7 47 2-9 Governance structure and composition ESRS 2 GOV-1, ESRS G1 18, 52-53 2-10 Nomination and selection of the highest governance body 78-82 2-11 Chair of the highest governance body 84 2-12 Role of the highest governance body in overseeing the management of impacts ESRS 2 GOV-1, ESRS 2 GOV-2, ESRS 2 SBM-2, ESRS G1 18, 19, 24-26, 52-53 2-13 Delegation of responsibility for managing impacts ESRS 2 GOV-1, ESRS 2 GOV-2 18, 19 2-14 Role of the highest governance body in sustainability reporting ESRS 2 GOV-1, ESRS 2 IRO-1 18, 28 2-15 Conflicts of interest 78-82 2-16 Communication of critical concerns ESRS 2 GOV-2, ESRS G1-1 19, 52 2-17 Collective knowledge of the highest governance body ESRS 2 GOV-1 18 2-19 Remuneration policies ESRS GOV-3 19, 106-109 2-20 Process to determine remuneration ESRS GOV-3 19, 106-109 2-21 Annual total compensation ratio ESRS S1-16 48 2-22 Statement on sustainable development strategy ESRS SBM-1 20-22 2-23 Policy commitments ESRS GOV-4, ESRS S1-1, ESRS S2-1, ESRS G1-1 19, 44, 49, 52 2-24 Embedding policy commitments ESRS GOV-2, ESRS S1-4, ESRS S2-4, ESRS G1-1 19, 45, 50, 52 2-25 Processes to remediate negative impacts ESRS S1-1, ESRS S2-1 44, 49 2-26 Mechanisms for seeking advice and raising concerns ESRS S1-3, ESRS S2-3, ESRS G1-1 44, 50, 52 2-27 Compliance with laws and regulations ESRS SBM-3, ESRS E2-4, ESRS S1-17, ESRS G1-4 27, 48, 53 GRI 2-27 covers all significant non-compli- ance with laws and regulations, and break- downs by types of incidents of noncompli- ance. ESRS requirements cover information on current financial effects, non-compliance with regards to pollution, anticorruption and anti-bribery, and severe human rights inci- dents, in a number of topical standards. 2-28 Membership associations Political engagement is a sustainability matter for G1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an entity- specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 52-53 2-29 Approach to stakeholder engagement ESRS 2 SBM-2, ESRS S1-1, S1-2, ESRS S2-1, S2-2 24-26, 44, 49 2-30 Collective bargaining agreements ESRS S1-8 47 Statement of use: ITAB Shop Concept AB has reported the information cited in this GRI content index for the period 1 January to 31 December 2024 with reference to the GRI Standards. GRI used: GRI 1: Foundation 2021 Publication date: 7 April 2025 ===== SIDA 60 ===== ITAB | Annual & Sustainability Report 2024 60ITAB | Annual & Sustainability Report 2024 60 Sustainability Report GRI standard Disclosure ESRS Discloure Page reference Comments GRI 3: Material Topics 2021 3-1 Process to determine material topics ESRS 2 SBM-1, SBM-3, IRO-1 20-23, 27, 28 3-2 List of material topics ESRS 2 SBM-3, BP-2 17, 27 3-3 Management of material topics ESRS 2 SBM-1, SBM-3, BP-2, ESRS S1-2, S1-5, ESRS S2-2, S2-4,S2-5 17, 20-23, 27, 44, 46, 49, 50 GRI 201: Economic Performance 2016 3-3 Management of material topics ESRS G1-1, G1-3, G1-4 52-53 201-1 Direct economic value generated and distributed ESRS 2 SBM-1 20-23 201-2 Financial implications and other risks and opportunities due to climate change ESRS 2 SBM-3, ESRS E1-3, E1-9 27, 36-37, 38 201-3 Defined benefit plan obligations and other retirement plans 106-109 GRI 202: Market Presence 2016 202-1 Ratios of standard entry level wage by gender compared to local minimum wage ESRS S1-10 48 GRI 204: Procurement Practices 2016 204-1 Proportion of spending on local suppliers ESRS G1-2 52 GRI 205: Anti-corruption 2016 205-1 Operations assessed for risks related to corruption ESRS G1-3 52 205-2 Communication and training about anti-corruption policies and procedures ESRS G1-3 52 205-3 Confirmed incidents of corruption and actions taken ESRS G1-4 53 GRI 301: Materials 2016 3-3 Management of material topics ESRS E5-1, E5-2, E5-3 39-40 301-1 Materials used by weight or volume ESRS E5-4 40 301-2 Recycled input materials used ESRS E5-4 40 301-3 Reclaimed products and their packaging materials Resource outflows related to products and services' and 'Waste' are sustainability matters for E5 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an entity-specific metric to be disclosed according to ESRS. 39-41 GRI 302: Energy 2016 3-3 Management of material topics ESRS E1-2, E1-3, E1-4 37 302-1 Energy consumption within the organization ESRS E1-5 302-2 Energy consumption outside of the organization Energy' is a sustainability matter for E1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an Entity-specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 36-38 302-3 Energy intensity ESRS E1-5 37 302-4 Reduction of energy consumption Energy' is a sustainability matter for E1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an Entity-specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 36-38 302-5 Reductions in energy requirements of products and services Energy' is a sustainability matter for E1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an Entity-specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 36-38 GRI 305: Emissions 2016 3-3 Management of material topics ESRS E1-2, E1-3, E1-4, E1-7 36-38 305-1 Direct (Scope 1) GHG emissions ESRS E1-4, E1-6 37 305-2 Energy indirect (Scope 2) GHG emissions ESRS E1-4, E1-6 37 305-3 Other indirect (Scope 3) GHG emissions ESRS E1-4, E1-6 37 305-4 GHG emissions intensity ESRS E1-6 37 305-5 Reduction of GHG emissions ESRS E1-3, E1-4, E1-7 37-38 GRI 306: Waste 2020 3-3 Management of material topics ESRS E5-1, E5-2, E5-3 39-40 306-1 Waste generation and significant waste-related impacts ESRS 2 SBM-3, ESRS E5-4 27, 40 306-2 Management of significant waste-related impacts ESRS E5-2 40 306-3 Waste generated ESRS E5-5 40 306-4 Waste diverted from disposal ESRS E5-5 40 306-5 Waste directed to disposal ESRS E5-5 40 GRI 401: Employment 2016 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48-49 401-1 New employee hires and employee turnover ESRS S1-11 48 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees ESRS S1-15 48 401-3 Parental leave ESRS S1-15 48 Global Reporting Initiative, cont. ===== SIDA 61 ===== ITAB | Annual & Sustainability Report 2024 61ITAB | Annual & Sustainability Report 2024 61 Sustainability Report GRI standard Disclosure ESRS Discloure Page reference Comments GRI 403: Occupational Health and Safety 2018 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48-49 403-1 Occupational health and safety management system ESRS S1-1 44 403-2 Hazard identification, risk assessment, and incident investi- gation ESRS S1-3 44 403-3 Occupational health services ESRS S1-1 44 403-4 Worker participation, consultation, and communication on occupational health and safety 'Health and safety' and 'Training and skills development' are sustainability matters for S1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an entity-specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 44-48 403-5 Worker training on occupational health and safety 44-48 403-6 Promotion of worker health Social protection' is a sustainability matter for S1 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an entity-specific metric to be disclosed according to ESRS 1 §11 and pursuant to MDR-M. 44-48 403-7 Prevention and mitigation of occupational health and safety impacts directly linked by business relationships ESRS S2-4 50 403-8 Workers covered by an occupational health and safety management system ESRS S1-14 48 403-9 Work-related injuries ESRS S1-4, S1-14 45, 48 403-10 Work-related ill health ESRS S1-4, S1-14 45, 48 GRI 404: Training and Education 2016 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48 404-1 Average hours of training per year per employee ESRS S1-13 48 404-2 Programs for upgrading employee skills and transition assis- tance programs ESRS S1-1 44 404-3 Percentage of employees receiving regular performance and career development reviews ESRS S1-13 48 GRI 405: Diversity and Equal Opportunity 2016 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48-49 405-1 Diversity of governance bodies and employees ESRS 2 GOV-1, ESRS S1-6, S1-9, S1-12 18, 47-48 405-2 Ratio of basic salary and remuneration of women to men ESRS S1-16 48 GRI 406: Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken ESRS S1-17 48 GRI 407: Freedom of Association and Collective Bargaining 2016 407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk Freedom of association' and 'Collective bargaining' are sustainability matters for S1 and S2 covered by ESRS 1 §AR 16. Hence this GRI disclosure is covered by MDR-P , MDR-A, MDR-T, and/or as an entity-specific metric to be disclosed according to ESRS. 44-50 GRI 408: Child Labor 2016 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48-49 408-1 Operations and suppliers at significant risk for incidents of child labor ESRS S1-1, ESRS S2-1 44, 49 GRI 409: Forced or Compulsory Labor 2016 3-3 Management of material topics ESRS S1-1, S1-2, S1-4, S1-5, S1-17, ESRS S2-1 44-46, 48-49 409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labor ESRS S1-1, ESRS S2-1 44, 49 GRI 414: Supplier Social Assessment 2016 414-1 New suppliers that were screened using social criteria ESRS G1-2 52 414-2 Negative social impacts in the supply chain and actions taken ESRS G1-2 52 GRI 415: Public Policy 2016 415-1 Political contributions ESRS G1-5 53 Global Reporting Initiative, cont. ===== SIDA 62 ===== ITAB | Annual & Sustainability Report 2024 62ITAB | Annual & Sustainability Report 2024 62 Sustainability Report The Auditor’s Report on the Statutory Sustainability Report To the General Meeting of ITAB Shop Concept AB (publ), corporate reg. no. 556292-1089 Engagement and responsibility The Board of Directors is responsible for that the Sustainability Report for 2024 on pages 15-61 has been prepared in accordance with the Annual Accounts Act in accordance with the older wording that applied before 1 July 2024. The scope of the audit Our examination of the Statutory Sustainability Report has been conducted in accor - dance with FAR’s auditing standard RevR 12 Auditor’s report on the Statutory Sustaina- bility Report. This means that our examination of the Statutory Sustainability Report is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. Opinion A Sustainability Report has been prepared. Jönköping, 4 April 2025 Ernst & Young AB Joakim Falck Authorised Public Accountant This is a translation of the original Auditor’s Report in Swedish ===== SIDA 63 ===== ITAB | Annual & Sustainability Report 2024 63 ITAB | Annual & Sustainability Report 2024 63 ITAB share ===== SIDA 64 ===== ITAB | Annual & Sustainability Report 2024 64 ITAB share ITAB’s shares were registered on Nasdaq First North in 2004, and the shares have been listed in the Mid Cap segment on Nasdaq Stockholm since 2008. In 2024, ITAB shares for approximately MSEK 945 were traded and the share price increased by 73 percent. On 31 December 2024, ITAB’s market capitalisation totalled MSEK 5,292. Market listing ITAB’s ordinary shares were registered on Nasdaq First North on 28 May 2004 and have been listed in the Nasdaq Stockholm Mid Cap segment since 2008. ITAB's shares are traded under the ticker ITAB. The ITAB share’s performance in 2024 In 2024, the ITAB share price increased by 73 percent to a final price paid of SEK 20.90 as of 31 December 2024. During the same period, the OMX Stockholm PI increased by 6 percent. The highest and lowest prices paid for the year were SEK 30.20 (closing price on 27 Septem- ber) and SEK 11.60 (closing price on 8 January), respectively. I TAB’s total market capitalisation at 31 December 2024 was MSEK 5,292. Approximately 42 million ITAB ordinary shares were traded during the year at a total value of MSEK 945. Calculated against the average number of shares outstanding, this corresponds to a turnover rate of 18 percent. Calculated per trading day, an average of approx- imately 165,500 ITAB shares were traded per day at an average value of approximately MSEK 3.8. Share capital On 31 December 2024, the share capital amounted to MSEK 109. The total number of shares was 257,620,533, of which 253,220,533 were ordinary shares and 4,400,000 were Class C shares. All ordinary shares entitle the holder to an equal share of ITAB’s assets and earnings, and entitle holders to one vote per share at general meetings of sharehol- ders. The Class C shares do not carry the right to any dividend and entitle the holder to 1/10 of a vote each. Dividends ITAB’s dividend policy states that dividends over a longer period are to follow the Group’s results and correspond to at least 30 percent of the Group’s profit after tax. However, dividends are to be adjusted to the Group’s investment requirements and any share repurchase program. In light of the acquisition of HMY and the financial resources required to finance the acquisition, the Board of Directors has resolved to propose that no dividend be paid out for 2024 (SEK 0.75 per share for 2023). Ownership structure On 31 December 2024, ITAB had 6,727 shareholders. Legal entities, including equity funds, insurance companies and pension funds, etc. in Sweden and abroad owned approximately 83 percent of the total number of shares. Foreign ownership accounted for approximately 6 percent of the total number of shares. The largest shareholders at 31 December 2024 are presented in the table on page 65. A t 31 December 2024, ITAB held no ordinary shares in treasury. All 4,400,000 Class C shares were held in treasury. Further information ITAB’s website, itabgroup.com, is continuously updated with informa- tion about price trends, changes in ownership, etc ITAB share Share performance 2024 Share price, SEK No of shares, thousands ITAB share OMX Stockholm PI shares traded, thousand 32 24 16 8 1,200 800 400 0 jan feb mar apr may jun jul aug sep oct nov dec ===== SIDA 65 ===== ITAB | Annual & Sustainability Report 2024 65 The ITAB ordinary share 1) 2024 2023 2022 2021 2020 Share price at year-end, SEK 20.90 12.10 11.00 13.42 11.75 Market capitalisation at year-end, MSEK 5,292 2,639 2,399 2,927 1,203 Dividend, SEK 0.00 4) 0.75 0.50 0.00 0.00 Payout ratio of net earnings – 4) 60% 64% – – Average number of shares outstanding before dilution, thousand 2) 226,184 218,015 218,100 191,396 102,383 Average number of shares outstanding after dilution, thousand 2) 227,410 219,275 219,558 218,100 102,383 Number of shares outstanding at year-end, thousand 2) 253,221 217,558 218,100 218,100 102,383 Number of shareholders at year-end 6,727 5,021 5,181 5,308 4,341 Highest share price during the year, SEK 30.20 13.24 16.00 19.90 14.69 Lowest share price during the year, SEK 11.60 8.30 7.65 10.50 4.77 Direct yield 3) – 4) 6.2% 4.5% – – Earnings per share before dilution, SEK 1.38 1.24 0.78 0.50 -0.21 Equity per share, SEK 16.30 14.01 13.81 12.17 15.69 1) All data refer to ITAB's ordinary shares listed on Nasdaq Stockholm. 2) As of 31 December 2024, ITAB Shop Concept AB held no ordinary shares in treasury. 3) Dividend divided by share price at year-end. 4) Pursuant to the Board of Directors' proposed dividend for the 2024 financial year. Largest shareholders at 31 December 2024 Number of Shareholder Ordinary shares Class C shares Shares (%) Votes (%) ACapital ITAB HoldCo AB 56,116,610 22.16 22.16 Pomona-gruppen AB 40,018,440 15.80 15.80 Petter Fägersten, with companies and family 26,262,112 10.37 10.37 Stig-Olof Simonsson, with companies 20,335,800 8.03 8.03 Anna Benjamin, with companies and family 14,869,485 5.87 5.87 Svolder AB 13,116,080 5.18 5.18 Handelsbanken Funds 10,062,406 3.97 3.97 Lannebo Kapitalförvaltning 5,219,324 2.06 2.06 Nordea Funds 3,989,151 1.58 1.58 Försäkringsaktiebolaget Avanza Pension 3,545,167 1.40 1.40 Other Shareholders - total 59,685,958 23.58 23.58 Total number of shares outstanding 253,220,533 − 100.00 100.00 Repurchased shares held in treasury by ITAB Shop Concept AB − 4,400,000 Total number of shares 253,220,553 4,400,000 Distribution of shares at 31 December 2024 Number of Shareholders Number of Proportion of Share holding Ordinary shares Class C shares Shares (%) Votes (%) 1-1,000 4,856 1,084,678 0.42 0.44 1,001-5,000 1,128 2,661,848 1.03 1.05 5,001-10,000 290 2,153,562 0.84 0.85 10,001-50,000 320 7,241,714 2.81 2.85 50,001-100,000 36 2,574,123 1.00 1.01 100,001- 97 237,504,608 4,400,000 5) 93.90 93.80 Total 6,727 253,220,533 4,400,000 100.00 100.00 5) As of 31 December 2024, ITAB Shop Concept AB held no ordinary shares and all 4,400,000 Class C shares in treasury. ITAB | Annual & Sustainability Report 2024 65 ITAB share ===== SIDA 66 ===== ITAB | Annual & Sustainability Report 2024 66 ITAB | Annual & Sustainability Report 2024 66 Financial information ===== SIDA 67 ===== ITAB | Annual & Sustainability Report 2024 67 Financial information Financial information Administration Report with Corporate Governance Report Administration Report 68 Proposed allocation of profits 71 Significant risks and risk management 73 Corporate Governance Report 78 Board of Directors 84 Group management 85 Financial review – Five years in summary 86 Comments on five years in summary 88 Group Income Statement 89 Statement of Other Comprehensive Income 89 Statement of Financial Position 90 Statement of Changes in Equity 91 Statement of Cash Flows 92 Parent Company Income Statement 93 Statement of Other Comprehensive Income 93 Balance Sheet 93 Statement of Changes in Equity 94 Statement of Cash Flows 95 Notes Note 1 General information 97 Note 2 Material information on accounting policies 97 Note 3 Important estimates and assessments 101 Note 4 Financial risk management 101 Note 5 Corporate acquisitions, divestments and discontinued operations 103 Note 6 Revenue from contracts with customers 105 Note 7 Purchases and sales between Parent Company and subsidiaries 105 Note 8 Personnel and senior executives 106 Note 9 Remuneration to auditors 110 Note 10 Depreciation, amortisation and impairment losses 110 Note 11 Costs divided by type of cost 110 Note 12 Other operating income and expenses 110 Note 13 Profit from participations in Group companies 111 Note 14 Financial income and expenses 111 Note 15 Year-end appropriations 111 Note 16 Tax 112 Note 17 Earnings per share 113 Note 18 Intangible assets 114 Note 19 Property, plant and equipment 115 Note 20 Participations in Group companies, associated companies, and other shares and participations 116 Note 21 Financial assets and liabilities 118 Note 22 Leases 122 Note 23 Inventories 122 Note 24 Prepaid expenses and accrued income 122 Note 25 Equity 123 Note 26 Allocation of profits 124 Note 27 Repurchases of own shares and new share issue 125 Note 28 Overdraft facilities 125 Note 29 Provisions for pensions 125 Note 30 Other provisions 126 Note 31 Accrued expenses and prepaid income 126 Note 32 Pledged assets 126 Note 33 Contingent liabilities 126 Note 34 Transactions with related parties 126 Note 35 Inflation adjustment Argentina 126 Note 36 Events after the balance sheet date 127 Reconciliation of Alternative Performance Measures 128 Definitions 129 The Board’s signatures 130 Auditor’s report 131 ITAB | Annual & sustainability report 2024 67 ===== SIDA 68 ===== ITAB | Annual & Sustainability Report 2024 68 Financial information Administration Report with Corporate Governance Report The Board of Directors and the Chief Executive Officer (CEO) of ITAB Shop Concept AB (publ), corp. reg. no. 556292-1089, based in Jönköping, hereby submit the annual accounts and consolidated accounts for the 1 January to 31 December 2024 financial year. The subsequent Corporate Governance Report, Statements of Comprehensive Income, Financial Position and Changes in Equity, Cash Flow Statements and Notes are integral components of the Annual Report and were reviewed by the company’s auditors. Pursuant to the Swedish Annual Accounts Act, the statutory Sustainability Report can be found on pages 15-62. Operations ITAB Shop Concept develops, manufactures, sells and installs complete store concepts for retail chain stores. The comprehensive offering includes solution and store design, customised concept fittings, checkouts, customer-flow solutions, professional lighting systems, and digitally interactive solutions for physical stores. Customers include leading retailers in Europe operat - ing in the global market. In 2024, ITAB had operating subsidiaries in Argentina, Chile, Denmark, Dubai, Esto - nia, Finland, France, Hong Kong, India, Italy, China, Latvia, Lithuania, Malaysia, the Netherlands, Norway, Poland, Spain, the UK, Sweden, Czechia, Germany and the US. The Group’s operations in Russia were completely discontinued in 2024 (see below). W orking in close collaboration with the customer, ITAB contributes its experience and expertise to the customer’s specific needs and requests. Operations are founded on long-term business relationships and delivery reliability, in combination with streamlined production resources. ITAB is today the market leader in checkouts for retailers in Europe, and one of Europe’s largest suppliers of shop fitting concepts and lighting systems. Acquisition of HMY On 25 September 2024, ITAB agreed to acquire Financière HMY for a cash consideration of MEUR 320. HMY is a leading European supplier of shop fittings, checkouts and store design to the retail industry, pri- marily in Europe, South America and the Middle East. In 2023, HMY had sales of just over MEUR 541. The aim of the acquisition is to strengthen ITAB’s position and complement the Group’s current offering. The acquisi - tion was financed with a combination of new debt and equity. The transaction was conditional upon signing of a final and definitive share purchase agree - ment, necessary regulatory approvals as well as other customary closing conditions. With a final and defini - tive share purchase agreement entered into on 5 December 2024 and the other conditions for the trans - action fulfilled, the acquisition was completed on 31 January 2025. The purchase consideration was paid in connection with the closing of the transaction. HMY is consolidated in the ITAB Group as of 1 February 2025. Discontinuation of operations in Russia In March 2022, ITAB decided to discontinue its opera- tions in Russia due to the Russian regime’s invasion of Ukraine. For this reason, the Russian subsidiary has been recognised as Discontinued Operations in accordance with IFRS 5 as of ITAB’s interim report for the third quarter of 2022. The discontinuation of the operations was completed on 27 March 2024 through the divestment of all shares in the Russian subsidiary. For more information, refer to Note 2 and Note 5. Other operations comprise Continuing Operations. C omments and figures in this Administration Report pertain to Continuing Operations, unless otherwise stated. Comments on the Group’s performance in 2024 The year was characterised by higher sales and underlying earnings improvements, despite continued challenging market conditions and strong compara - tive figures for the second half of 2023. The historically strong start to the year in the first two quarters was fol- lowed by a slightly weaker autumn compared with the preceding year. The project-based nature of ITAB’s operations entails that customer investments in more technology-intensive solutions do not follow the natu - ral annual cycle of its more traditional solutions. Instead, they are the result of long decision-making processes and test periods. In integrating ITAB and HMY, the new ITAB Group is focusing on continuing to improve its operational efficiency and to secure and implement customer projects in the coming quarters in order to strengthen the competitiveness of all cus - tomers of the new Group. Sales and profit The Group’s net sales increased by 7 percent to MSEK 6,585 (6,139). Currency-adjusted sales increased by 8 percent during the year. O verall, the sales performance for 2024 was positive in several of ITAB’s solution areas and geographic mar - kets, with multiple new and expanded contracts signed with both existing and new customers. How- ever, sales growth levelled out somewhat in the third and fourth quarters, primarily due to strong compara - tive figures and the postponement of a number of cus- tomer projects. Uncertainty around the conditions for future economic development in the retail market in Europe on the back of inflation and interest rates has gradually declined since autumn 2023, but some cus - tomers and customer groups still remain cautious in their investment decisions. Demand for the Group’s technical and digital solutions for loss prevention, self-checkouts and other self-service solutions has trended positively during the year, and sales of cus- tomised shop fittings and traditional checkouts have also risen. At the same time, competition for customer assignments remains intense, which means that active sales initiatives close to the customers are needed to continue to secure customer projects in all product and solution areas. S ales during the year were the strongest in Northern, Central and Eastern Europe, while sales to countries outside Europe declined in relation to the strong com - parative figures in the preceding year. In total, Europe accounted for approximately 90 percent of net sales in 2024. In terms of customer groups, the sales trend was posi- tive in Grocery (+14 percent), Home Improvements (+5 percent) and Fashion (+9 percent) compared with the preceding year. Sales to other customer groups, such as retailers in pharmacies, consumer electronics, and health & beauty, decreased by 7 percent. The Group’s largest customer group, Grocery, accounted for 56 percent of sales. The Group’s operating profit amounted to MSEK 459 (432), corresponding to an operating margin of 7.0 percent (7.0). Earnings were impacted by non-recur - ring items of MSEK -48 (0) pertaining to the acquisition costs to date for the acquisition of HMY and a capital loss in conjunction with the sale of a Group company in China (MSEK -16). Operating profit excluding these non-recurring items totalled MSEK 507 (432), corre - sponding to an operating margin of 7.7 percent (7.0). The Group’s earnings trend was strong during the year, primarily driven by a relatively high gross margin combined with a positive sales trend. The gross mar- gin strengthened due to the favourable product and customer mix, with an increased share of sales of ITAB’s technical solutions for loss prevention and self-service in stores in the past few years, but increased sales of customised shop fittings also posi - tively impacted earnings. The lower share of sales of technical solutions in areas such as smart gates in the third and fourth quarters, compared with the corre - sponding quarters last year, is natural given that the operations are project-based and earnings for individ - ual quarters can depend on specific project out- comes and natural seasonal variations. Adapted price increases have largely been able to compen - sate for the cost increases in the preceding years. Continued measures for increased sales, efficiency and cost adjustments, as well as improvements to capacity utilisation at the Group’s production facili - ties, have yielded positive effects during the year. Profit after financial items amounted to MSEK 438 (385) and profit after tax to MSEK 320 (292). Cash flow, financing and liquidity Cash flow from operating activities amounted to MSEK 624 (810). The relatively strong gross margin and operational measures to reduce the Group’s working capital contributed to the cash flow performance. ===== SIDA 69 ===== ITAB | Annual & Sustainability Report 2024 69 Financial information Compared with the preceding year, inventories at 31 December 2024 remained largely unchanged, despite higher volumes. Cash conversion for the finan - cial year amounted to 88 percent. T he acquisition of HMY announced on 25 September 2024 was financed through a combination of new debt and equity. As a result, ITAB obtained a binding commitment letter regarding debt financing provided by Danske Bank, Nordea and Swedbank. The debt financing comprised MEUR 255 in long-term credit facilities, also aimed at refinancing some of ITAB’s existing debt outstanding under the MEUR 150 long- term credit facility entered into with Nordea and Swed- bank in June 2022. To further strengthen the Group’s financing capacity, the binding commitment letter also included a MEUR 100 revolving credit facility. The acquisition of HMY was completed on 31 January 2025, when the purchase consideration was paid. Accordingly, the previously obtained debt financing commitments were converted into loans. N et debt on the balance sheet date of 31 December 2024 excluding lease liabilities amounted to MSEK -969 (45). Net debt including lease liabilities amounted to MSEK -384 (591). As of 31 December 2024, the Group had received MSEK 831 in issue proceeds from the completed directed share issue (see below and Note 27). T he Group’s cash and cash equivalents, including granted unutilised credits, amounted to MSEK 2,770 (1,783) on the balance sheet date on 31 December 2024. The equity/assets ratio was 60 percent (56). Investments The Group’s net investments amounted to MSEK 144 (107), of which MSEK -32 (-9) was attributable to corpo- rate acquisitions/divestments. ITAB’s current invest- ments include common operational support systems for the Group, which corresponded to approximately 46 percent of total investments in 2024. For more infor- mation on corporate acquisitions and divestments, refer to Note 5. Per share data Earnings per share before dilution totalled SEK 1.38 (1.24). Earnings per share after dilution totalled SEK 1.37 (1.23). Equity per share amounted to SEK 16.30 (14.01). Refer to Note 17 for more information. Employees The average number of employees amounted to 2,532 (2,533). For more information, refer to Note 8. Parent Company The Group’s Parent Company, ITAB Shop Concept AB, does not conduct any operational activities. Its opera - tions mainly comprise Group-wide functions. The Par - ent Company’s net sales pertain to revenue from sub- sidiaries and amounted to MSEK 198 (184). Profit after financial items totalled MSEK 7 (-69). Profit includes div- idends from subsidiaries of MSEK 99 (27) and impair- ment of shares and receivables in subsidiaries of MSEK -16 (-32). Corporate acquisitions, divestments and discontinued operations On 25 September 2024, ITAB agreed to acquire Financière HMY for a cash consideration of MEUR 320. HMY is a leading European supplier of shop fittings, checkouts and store design to the retail industry, pri- marily in Europe, South America and the Middle East. In 2023, HMY had sales of just over MEUR 541. The aim of the acquisition is to strengthen ITAB’s position and complement the Group’s current offering. The acquisi - tion was financed with a combination of new debt and equity. As a result, ITAB obtained a binding com - mitment letter regarding debt financing provided by Danske Bank, Nordea and Swedbank. The debt financing comprised MEUR 255 in long-term credit facilities, also aimed at refinancing some of ITAB’s existing debt outstanding under the MEUR 150 long- term credit facility entered into with Nordea and Swed- bank in June 2022. To further strengthen the Group’s financing capacity, the binding commitment letter also included a MEUR 100 revolving credit facility. For more information about partial financing of the acqui - sition through equity, see below under “Directed share issue” on page 70 and in Note 27. The transaction was conditional upon signing of a final and definitive share purchase agreement, necessary regulatory approvals as well as other customary closing condi - tions. With a final and definitive share purchase agree - ment entered into on 5 December 2024 and the other conditions for the transaction fulfilled, the acquisition was completed on 31 January 2025. The purchase consideration was paid in connection with the closing of the transaction, converting the binding commit - ment letter into loans. HMY is consolidated in the ITAB Group as of 1 February 2025. On 2 May 2024, ITAB’s Italian subsidiary La Fortezza S.p.A. exercised its right to acquire the minority hold- ing of 19 percent of the shares in its subsidiary Imola Retail Solution S.r.l. in accordance with the original acquisition agreement from October 2020. The pur - chase consideration for the outstanding minority hold - ing amounted to approximately MEUR 1. Imola Retail Solution subsequently became a wholly owned sub - sidiary in the ITAB Group. T hrough an investment of MEUR 2, ITAB acquired a minority holding of approximately 18 percent of the shares in Signatrix GmbH, a technology and retail AI startup, at the end of May. Since 2022, ITAB and Signa- trix have together created frictionless security deter - rents that reduce product loss for the retail sector. The partnership is now strengthened with this investment. In connection with the restructurings of the Group, ITAB sold 100 percent of its shares in the company Nuco Sourcing (HK) Co Ltd in Hong Kong, with a sub- sidiary in China, through a subsidiary in December 2024. The purchase consideration amounted to MSEK 25. The effect on earnings including accumulated cur - rency translation differences amounted to MSEK -16 and was recognised as a non-recurring item in the fourth quarter. The divestment had an impact of MSEK 15 on cash flow in the fourth quarter. In March 2022, ITAB decided to discontinue its oper- ations in Russia due to the Russian regime’s invasion of Ukraine. For this reason, the Russian subsidiary has been recognised as Discontinued Operations in accordance with IFRS 5 as of ITAB’s interim report for the third quarter of 2022. The discontinuation of the operations was completed on 27 March 2024 through the divestment of all shares in the Russian subsidiary. For more information, refer to Note 2 and Note 5. Sustainability Report ITAB works consciously with the Group’s environmental, social and financial responsibility as part of meeting the ambitions of the Paris Agreement and the UN Sus- tainability Development Goals (SDGs). Through its sus - tainability efforts, ITAB wants to contribute to a sustain - able development that the planet can manage while at the same time securing favourable social condi - tions, profitability and long-term economic growth. In dialogue with its stakeholders, ITAB has identified material sustainability issues – areas where the Group can make a difference linked to its customer offering and own operations. ITAB also takes into account the risks that are associated with its own operations and the world in which the Group operates. By doing so, ITAB creates a strong and resilient company that con - tributes to the necessary transition of society. The Group does not pursue any reporting activities according to the Swedish Environmental Code in the Parent Company or any of the Swedish subsidiaries. In 2024, ITAB intensified its environmental, social and corporate governance (ESG) efforts with the aim of preparing the Group for a review of its sustainability targets and increased ESG reporting requirements under the EU Corporate Sustainability Reporting Direc - tive (CSRD). For more information, refer to ITAB’s Sustainability Report on pages 15-62. In accordance with Chapter 6, Section 11 of the Swedish Annual Accounts Act, ITAB has prepared its statutory Sustainability Report for 2024 as a separate report from its legal Annual Report. The statutory Sus - tainability Report can be found on pages 15-62. As of 1 January 2022, ITAB is also eligible to disclose certain information about its operations in accor - dance with the EU Taxonomy for sustainable invest- ments. The ITAB Group presents this information for 2024 on pages 32-35. ITAB’s Sustainability Reports are also available on the company’s website, itabgroup.com. T he company’s auditors review the sustainability reporting to the extent required to make a statement regarding the preparation of the statutory Sustainabil - ity Report (refer to page 62), but do not otherwise review the sustainability data. Research and development The Group companies carry out continuous product development – partly in collaboration with customers and partly in-house – to develop new products and improve existing products. Most of the Group’s prod- uct development relates to self-checkout and lighting products as well as digital solutions for physical stores. In 2024, MSEK 13 (23) was capitalised as development expenditure and recognised as intangible assets. Amortisation of development costs totalling MSEK 20 (27) was charged to earnings. The share and ownership structure ITAB’s shares were admitted to trading on the First North exchange in 2004. Since July 2008, the compa- ny’s ordinary shares have been listed on Nasdaq Stockholm. On 31 December 2024, the total number of shares amounted to 257,620,533, of which 253,220,533 were ordinary shares and 4,400,000 were Class C shares. All ordinary shares entitle the holder to an equal share of ITAB’s assets and earnings, and entitle holders to one vote per share at general meetings of shareholders. The Class C shares do not carry the right to any dividend and entitle the holder to 1/10 of a vote each. The Articles of Association stipulate no limita - tions on the number of votes each shareholder may cast at a general meeting. Refer also to Note 25. T he 2024 Annual General Meeting (AGM) resolved to authorise the Board of Directors, on one or more ===== SIDA 70 ===== ITAB | Annual & Sustainability Report 2024 70 Financial information occasions, and with or without deviation from the shareholders’ preferential rights, to decide on a new issue of shares up to a maximum of 10 percent of the company’s outstanding shares. The purpose of the authorisation to decide on a new share issue is to increase the company’s financial flexibility and to give the company opportunities for corporate acquisitions. P ursuant to Chapter 6, Section 2a of the Swedish Annual Accounts Act, listed companies are required to disclose information concerning certain circum - stances that may affect opportunities to take over the company through a public takeover bid pertaining to shares in the company. ITAB’s creditors are entitled to terminate granted credit facilities if the company’s shares are delisted from Nasdaq Stockholm, or in the event of a public takeover bid if the bidder secures a holding of more than 30 percent of the number of sha- res in the company or controls at least 30 percent of the votes in the company. In other respects, the com- pany has not entered into any significant agreements with suppliers or employees that would take effect or change or cease to apply or stipulate payment of financial compensation should the control of the com - pany change due to a public offer for the shares in the company. A t 31 December 2024, ACapital ITAB HoldCo AB held 22.2 percent of the shares and votes, Pomona-grup - pen AB held 15.8 percent of the shares and votes, and Övre Kullen AB held 10.4 percent of the shares and votes in ITAB. No other shareholder had any direct or indirect holdings in the company that represented more than one tenth of the total number of votes. On 31 December 2024, ITAB had 6,727 shareholders (5,021). F urther information about ITAB’s shares, share price development and ownership structure as of 31 December 2024 is presented in the section “ITAB share” on pages 64-65. Directed share issue In order to partly finance the intended acquisition of HMY, ITAB’s Board of Directors resolved on 26 Septem- ber 2024 to carry out a directed share issue of a total of 38,200,000 ordinary shares at a subscription price of SEK 22.70 per share, consequently raising proceeds for ITAB of approximately MSEK 867 before transaction costs. The subscription price corresponded to a dis - count of approximately 9.9 percent in relation to the closing price of the ITAB share on Nasdaq Stockholm on 25 September 2024 and was determined through an accelerated bookbuilding procedure. The issue was oversubscribed and a large number of Swedish and international institutional investors participated in the directed share issue including Handelsbanken Funds, Nordea Funds, Third AP Fund, Fourth AP Fund and Alcur, as well as certain existing shareholders. The directed share issue also secured new long-term cre - dit facilities. 2 4,719,827 of the newly issued ordinary shares were issued based on the Board’s authorisation from the Annual General Meeting held on 15 May 2024 and the remaining 13,480,173 shares were issued following sub - sequent approval at the Extraordinary General Meeting (EGM) held on 21 October 2024. As of 31 December 2024, a total of MSEK 831 has been provi- ded to the company in issue proceeds after transac- tion costs, of which MSEK 16 is share capital. Repurchases of own shares The 2023 AGM resolved to authorise the Board to make decisions on the acquisition and conveyance of own shares. On 28 September 2023, ITAB initiated a share buyback program with a maximum purchase amount of MSEK 50. The buyback program was completed on 22 March 2024 when the maximum amount for share repurchases was reached. In total, 3,079,659 ordinary shares were repurchased within the program. The pur - pose of the buyback program was to optimise the capital structure with the aim of reducing ITAB’s share capital by cancelling repurchased shares. Following the resolution of the AGM on 15 May 2024, the cancel- lation of all 3,079,659 repurchased ordinary shares was completed. A t 31 December 2024, ITAB held no ordinary shares in treasury. All 4,400,000 Class C shares were held in treasury. Refer also to Notes 25 and 27. Guidelines for remuneration to senior executives In accordance with the Swedish Companies Act, the Board shall prepare proposals for guidelines for remu - neration to senior executives at least every four years, or before that if there is a need for significant adjust- ments, and present the proposal for resolution at the AGM. The guidelines shall apply until new guidelines have been adopted by the AGM. The guidelines shall promote the company’s business strategy and the safeguarding of the company’s long-term interests, including its sustainability. The remuneration shall be on market terms and may consist of the following com - ponents: fixed cash salary, variable cash remunera - tion, pension benefits and other benefits. The level of remuneration for individual executives shall be based on factors such as position, competence, experience and performance. Additionally, a general meeting of shareholders may – irrespective of these guidelines – resolve on, among other things, share-based or share price-based remuneration. The 2024 guidelines for remuneration and other employment conditions for senior executives were adopted by the 2021 AGM in accordance with the Board’s proposal. The guidelines are presented in full in Note 8 on page 107. I n accordance with the Swedish Companies Act, the Board intends to propose updated guidelines for remuneration to senior executives ahead of the 2025 AGM, as specified on page 72. The proposed guideli- nes are essentially consistent with the guidelines adopted by the 2021 AGM, with a minor amendment that clarifies the calculation of the variable cash remuneration for the CEO and other members of Group management as a proportion of the fixed annual cash salary. Remuneration Report 2023 ITAB’s Remuneration Report 2023 provides an overview of how the guidelines for remuneration to senior exe- cutives, as adopted by the 2021 AGM, have been applied during the year. The Remuneration Report was adopted by the 2024 AGM and is available on ITAB’s website, itabgroup.com. Dividend policy and dividends 2024 Over a longer period, dividends should follow the result and correspond to at least 30 percent of the Group’s profit after tax. However, dividends will be adjusted to the Group’s investment requirements and any share buyback program. I n view of the acquisition of HMY and the financial means required to finance it, the Board of Directors has decided to propose that no dividend per share be paid for the financial year 2024 (SEK 0.75 per share for 2023). Risks and risk management Risk is defined as an uncertainty that an event will occur, which could impact ITAB’s capacity to achieve the objectives the Group has set. Risks are inherent to all operations and must be managed continually and prevented effectively. This is essential to safeguard the business and create profitability and value. Risk management ITAB intends to maintain a risk management that is integrated into the Group’s corporate governance. The aim of the risk management is to, in a balanced manner, avoid, prevent and limit risks that adversely impact the operations. The risk management process involves ensuring that risks are carefully identified, reported, analysed and monitored on an ongoing basis. I TAB performs an overall risk assessment annually, through which the Group identifies and assesses risks that are detrimental to the attainment of ITAB’s goals. Identified risks are assessed based on two criteria: • The probability that the risk will occur • T he consequences for ITAB if the risk scenario should occur ITAB’s Group management identifies conceivable events that could impact the company’s operations. These events are evaluated and a number of control activities established (risk-limiting measures) with the aim of managing and counteracting the identified risks. For each identified risk, a corresponding activity to counteract, limit, control and manage the risk con - cerned is then developed. An assessment of the effi - ciency of control activities is performed annually. The Group’s CFO is responsible for presenting the results of the assessment to the Audit Committee and the Board. Insurance ITAB uses a centrally procured global insurance pro - gram for the Group as a risk management tool. The program includes insurance coverage for risks related to ITAB’s operations, such as general liability, property, operational disruptions, accidents, transport, business travel and Board and management liability. Insurable risks and coverage are continuously evaluated as part of ITAB’s ongoing loss prevention. Significant risks and uncertainties The risks, uncertainties and important circumstances that are deemed significant for the Group’s operations and future development are described on pages 73-77. The risks relate to ITAB’s operations, industry and markets, and are categorised as follows: strategic risks, operational risks, financial risks, compliance and regulatory risks, and sustainability risks. Financial risks are managed by the finance policy adopted by the Board of Directors. An account of the Group’s signifi- cant financial risks can be found in Note 4. Future outlook ITAB’s overall objective is to strengthen its customers’ businesses and competitiveness with its unique solu - tions for increased operational efficiency in stores, reduced risk of theft and lower energy consumption. ===== SIDA 71 ===== ITAB | Annual & Sustainability Report 2024 71 Financial information Proposed Allocation of Profits Parent Company 2024 The following funds are at the disposal of the Annual General Meeting (SEK): Share premium reserve 1,898,479,949 Profit brought forward 304,298,693 Net profit for the year 50,907,283 Total 2,253,685,925 The Board of Directors and CEO propose that these funds be distributed as follows (SEK): To be carried forward 2,253,685,925 Total 2,253,685,925 In parallel, ITAB continuously works to strengthen its own earnings performance through adapted price increases as well as increased efficiency and lower costs in its operations. ITAB is also continuing to develop its operations and to invest in new capabili- ties with the aim of becoming the leading solutions provider in the retail sector. The acquisition of HMY will accelerate this transition and strengthen the Group’s market position. The ambition is to continue increasing the proportion of services and technical solutions, and to further strengthen the Group’s digital offerings. This will make the ITAB Group more scalable and flexi- ble in an increasingly dynamic world. Significant events after the end of the financial year The acquisition of HMY was completed on 31 January 2025. The purchase consideration was paid in con - nection with the closing of the transaction. For more information, refer to Note 36. HMY is consolidated in the ITAB Group as of 1 February 2025. N o other significant events for the Group has occurred after the end of the financial year. ===== SIDA 72 ===== ITAB | Annual & Sustainability Report 2024 72ITAB | Annual & Sustainability Report 2024 72 Financial information Proposal for new guidelines for remuneration to senior executives ahead of the 2025 AGM. These guidelines encompass the individuals who are part of executive management of ITAB Shop Concept AB (publ), currently the CEO and other members of Group management. To the extent a Board member performs work for ITAB in addition to the Board assign - ment, these guidelines shall also apply to any remu- neration (such as consultant’s fees) for such work. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the 2025 AGM. These guidelines do not apply to any remuneration decided or approved by a general meeting of share- holders. The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability In short, ITAB’s business strategy is the following. ITAB shall offer complete store concepts for retail chain stores. With its expertise, long-term business relation - ships and innovative products, ITAB will secure a mar - ket-leading position in selected markets. A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the com - pany is able to recruit and retain management with good competence and the capacity to achieve set goals. To this end, it is necessary that the company offers competitive remuneration, which these guide - lines enable. Variable cash remuneration covered by these guide - lines shall aim at promoting the company’s business strategy and long-term interests, including its sustain - ability. Types of remuneration, etc. The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The level of remuneration for individual executives shall be based on factors such as position, competence, experience and performance. Addition - ally, a general meeting of shareholders may – and irre- spective of these guidelines – decide on, for example, share and share price-related remuneration. The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration for the CEO, excluding holiday pay, may amount to not more than 75 percent of the fixed annual cash salary. The vari- able cash remuneration for other members of Group management, excluding holiday pay, may amount to not more than 50 percent of the fixed annual cash sal- ary. For the CEO, pension benefits, including health insurance, shall be premium-defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 percent of the fixed annual cash salary. For other executives, pension benefits, including health insurance, shall be premium-defined unless the individual concerned is subject to defined-benefit pension under mandatory local legislation or collec - tive agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory local leg- islation or collective agreement provisions for the indi - vidual concerned. The pension premiums for premium defined pension shall amount to not more than 30 per - cent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical care insurance and company cars. Premiums and other costs due to such benefits may amount to not more than 12 percent of the fixed cash salary. For employment governed by rules other than Swed - ish rules, pension benefits and other benefits may be duly adjusted to ensure compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines. Termination of employment The notice period may not exceed 12 months if notice of termination of employment is made by the com - pany. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed cash salary for two years for the CEO, and one year for other members of executive management. The period of notice may not exceed six months without any right to severance pay when termination is made by the executive. Criteria for awarding variable cash remuneration, etc. The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be indi - vidualised, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. The extent to which the criteria for awarding variable cash remuneration have been satisfied shall be evaluated/determined when the measurement period has ended. The Remuneration Committee is responsible for the evaluation so far as it concerns variable cash remuneration to executive manage - ment. For financial objectives, the evaluation shall be based on the latest financial information made public by the company. Salary and employment conditions for employees In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employ - ment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. Consultant’s fees to Board members If a Board member performs services for ITAB in addi- tion to Board work, a special fee may be paid for this (consultant’s fee), provided that such services contrib - ute to the implementation of ITAB’s business strategy and safeguard ITAB’s long-term interests, including its sustainability. This also applies to such services that ITAB receives through a company wholly owned by a Board member. The annual consultant’s fee for each Board member may never exceed the annual Direc- tors’ fee. The consultant’s fee shall be on market terms and determined in relation to the benefit of ITAB. The decision-making process to determine, review and implement the guidelines The Board of Directors has established a Remunera- tion Committee. The committee’s tasks include prepar - ing the Board of Directors’ decision to propose guide - lines for remuneration to senior executives. The Board shall prepare proposals for new guidelines at least every four years or before that if there is a need for sig- nificant adjustments, and present the proposal for res - olution at the AGM. The guidelines shall apply until new guidelines have been adopted by the AGM. The Remuneration Com - mittee shall also monitor and evaluate programs for variable remuneration for executive management, the application of the guidelines for remuneration to exec - utive management as well as the current remunera - tion structures and remuneration levels in the com - pany. The members of the Remuneration Committee are independent of the company and its executive management. The CEO and other members of execu - tive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. Derogation from the guidelines The Board of Directors may temporarily resolve to dero - gate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remu - neration-related matters. This includes any resolutions to derogate from the guidelines. ===== SIDA 73 ===== ITAB | Annual & Sustainability Report 2024 73 Financial information Significant risks and risk management ITAB’s operations, like all business activities, are associated with risks. Risks can have a negative impact on the business, but can also add value if properly managed. The way risks are managed is therefore very important. The risks, uncertainties and important circumstances that are deemed significant for the Group’s operations and future development are described below. The risks relate to ITAB’s operations, industry and markets, and are categorised as follows: strategic risks, operational risks, financial risks, compliance and regulatory risks, and sustainability risks. Each risk is assessed based on the probability that the risk will occur and the consequences for ITAB if the risk were to occur. An account of the Group’s significant financial risks can be found in Note 4. See page 70 for a more detailed description of the Group’s overall risk management process and insurance program. 22 23 24 25 26 2728 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 1 2 3 Probability Insignificant Insignificant Low Medium High Very high Low Medium High Very high Consequence Note: The position of the risks in each square in the risk matrix above should be interpreted in no particular order. Strategic risks 1 Changes in the retail market and non-relevant products 2 Macroeconomic factors 3 Geopolitical and political risks Operational risks 4 Supply chain, distribution and logistics 5 Production and production facilities 6 Raw material prices 7 IT security risk 8 Customer concentration and business relationships 9 Acquisition and integration risk 10 Goodwill and participations in Group companies 11 Failed implementation and integration of new ERP system 12 Employee risk Financial risks 13 Liquidity risk 14 Refinancing risk 15 Interest risk 16 Currency risk 17 Credit risk Compliance and regulatory risks 18 Existing and new laws and regulations 19 Corruption risk 20 Intellectual property 21 Tax risk and regulations Sustainability risks 22 Social sustainability 23 Health & Safety 24 Environment 25 Fair and ethical business culture 26 Energy and greenhouse gases 27 Materials, waste and circular economy 28 Child and forced labour ===== SIDA 74 ===== ITAB | Annual & Sustainability Report 2024 74 Financial information Strategic risks Significant risks Description Risk management 1 Changes in the retail market and non-relevant products The retail market is competitive and changing, with the emergence of online shopping in the last decade affecting consumer preferences and behaviour. There has been a transition in large parts of the market from large, solely physical stores to smaller stores with digital elements and interconnection with online stores. Changing consumer preferences and behaviours require not only attractive and effective solutions and products for shop fittings and design, but also new types of solutions and concepts. It is crucial for ITAB to be able to predict and adapt to the changing preferences and behaviours of consumers, and in turn customers, in a timely manner, in order to be able to retain its current customers and attract new customers. To respond to the changing retail market, ITAB has developed the One ITAB strategy, which focuses on adapting operations so that the Group can successfully meet the needs and future demands of the retail sector. This includes improved flexibility in production and delivery, increased internal efficiency and an improved organisational structure. Successful implementation of the strategy requires that ITAB closely follow developments in consumer behaviour and the retail market and, based on this, develop and offer technical and sustainable solutions and products that meet the needs of customers in the market. At the end of 2024, it was noted that major parts of the One ITAB strategy had been concluded, and ITAB will develop a new strategy with new new ambitions for the new Group together with HMY. The new strategy presumes a continued transformation of the business to meet the future needs and demands of the retail industry. 2 Macroeconomic factors The demand for ITAB’s solutions, products and services is affected by general macroeconomic factors and other factors, including recession, high inflation, rising interest rates, higher energy prices and new consumption patterns. Any uncertainties regarding future economic prospects that affect consumer spending habits could have an adverse effect on consumer purchases in the retail sector, particularly in physical stores, which in turn would adversely affect retailers’ willingness to invest for the future. The Group’s operations monitor macroeconomic developments closely and continuously implement measures if needed. The macroeconomic development appears to be more favorable ahead of 2025 than in the last few years even if uncertainties regarding inflation and other macroeconomic data remain. ITAB’s overall goal is to strengthen its customers’ competitiveness with unique and competitive solutions that reduce the risk of theft and shrinkage, improve operational efficiency, reduce costs in stores and enable lower energy consumption in the retail sector. 3 Geopolitical and political risks Changes in the political situation could materially impact the sales of ITAB’s shop solutions, products and services. Examples of such situations include war and armed conflicts, political decisions, trade wars, and economic sanctions affecting an industry, region or country where ITAB operates. In 2024, ITAB operated in a total of 23 countries and through partners in other markets. Of the Group’s net sales for 2024, sales to customers in Europe accounted for approximately 90 percent. ITAB’s suppliers of metal, which is an important raw material for ITAB’s operations, are found mainly in Italy, Sweden and Czechia. ITAB’s production is mainly located in Scandinavia and Central Europe. ITAB closely monitors geopolitical developments in the world and makes business decisions accordingly, as necessary. Operational risks Significant risks Description Risk management 4 Supply chain, distribution and logistics ITAB relies heavily on dependable and orderly supply chain processes in order to provide customers in Europe and the rest of the world with its comprehensive solutions, including everything from ideas for store concepts, development and production to on-site installation at the customer’s premises. Any disruptions or interruptions in the supply chain could have an adverse effect on the Group’s operations and sales. ITAB’s supply chain processes are continuously reviewed in order to improve and address any shortcomings. This includes, among other things, contact and coordination with relevant suppliers, such as suppliers of raw materials and transport services, and relevant production facilities, product testing, packaging, and installation. ITAB also has insurance for costs arising from disruptions or incidents during transportation. 5 Production and production facilities ITAB’s production facilities are a central function in the Group and are in continuous operation. Disruptions or total stoppages in production caused by operational errors, accidents, fires, theft, burglaries, machine failures or other incidents could entail that the Group is unable to fulfil its obligations to the customer in a timely manner or at all. ITAB develops business continuity plans for its production facilities and carries out contingency exercises, risk analyses and prevention work in accordance with these plans. Prolonged disruptions or interruptions in production could also mean that ITAB needs to adapt its working methods and production to meet its commitments to customers. In order to reduce the financial impact of any damages and production interruptions, the ITAB Group has a centrally procured global insurance program. The program includes standard insurance coverage such as general liability, property and business interruption insurance. 6 Raw material prices ITAB is dependent on raw materials and energy in its production. Price variations and supply disruptions for these raw materials can affect production costs in the short and long term. Raw material prices fluctuate based on supply and demand in the world market, which in turn is affected by factors such as transport and production chain dynamics as well as wars, regulatory, political and country-specific factors. A large part of ITAB’s business with customers is project-based and priced using a price on application (POA) approach. Many of the Group’s customer contracts also contain clauses that protect against major changes in the price of raw materials. Significant and long-term increases in the price of relevant raw materials or supply disruptions may entail that ITAB needs to adapt its working methods and choice of raw materials in order to maintain an attractive customer offering. 7 IT security risk ITAB’s business and operations are dependent on the reliability, function and continued development of the Group’s IT systems regarding all data communication and the enterprise systems that the Group uses for its workflow, from orders and warehousing to delivery. The Group engages several external third parties who assist in efficiently managing these systems. If the IT systems do not work as expected due to operational errors by ITAB or its suppliers, or due to external factors such as different types of cyberattacks or malware, the Group could be affected by production and administration disruptions. This in turn could entail that deliveries to the customer do not take place in a timely manner or at all, that sales or market share are lost or that ITAB’s reputation is damaged. ITAB has IT policies and guidelines to maintain the operation of its IT systems and to mitigate security risks related to these systems. The Group works according to the National Institute of Standards and Technology (NIST) framework, under which each ITAB site measures and structures its work according to a 60-point scale in order to reduce security risks. This includes working with modern protection and penetration testing solutions and regularly testing recoveries of backups. Security training for all employees in the Group is another important and ongoing aspect of its IT security processes. Two-factor authentication is used for all external or administrative access. The Group also conducts regular audits of critical IT systems delivered by third parties as well as external audits of ITAB’s own IT systems and processes. ===== SIDA 75 ===== ITAB | Annual & Sustainability Report 2024 75 Financial information Operational risks, cont. Significant risks Description Risk management 8 Customer concentration and business relationships Most of ITAB’s customers in terms of sales are major chain stores that operate in the retail trade, many of which have international operations and stores in several countries. If a major customer reduces its use of the Group’s solutions, products or services, terminates an existing agreement or terminates the relationship with ITAB in its entirety, this could adversely affect the operations. During 2024, sales to ITAB’s single largest customer accounted for approximately 11 percent of the Group’s total sales. Apart from the largest customer, sales to any other individual customer did not account for more than 4 percent. ITAB is dependent on maintaining good, long-term relationships with its customers, often through framework agreements. Specific customer contracts are often signed for each individual shop solution, product and/or service. Customer contracts that regulate a long-term commitment for the customer to purchase shop solutions, products and/or services from the Group are only entered into to a limited extent. ITAB’s reputation is thus an important asset that contributes to distinguishing its solutions, products and services from those of its competitors. The Group’s reputation also contributes to retaining and attracting customers, employees and suppliers in the markets where the Group operates. ITAB regularly carries out customer surveys and interviews in order to strengthen and develop the collaboration over time. 9 Acquisition and integration risk ITAB’s growth strategy includes both sustainable organic growth and strategic acquisitions. Accordingly, the Group intends to carry out acquisitions in order to expand its offering and/ or geographic presence to support future growth and profitability. If the assumptions and judgements ITAB makes based on its due diligence of an acquisition candidate and other information available at the time of acquisition, including assumptions on future income and operating costs, prove to be incorrect, ITAB may not be able to achieve all of the benefits expected from the acquisition. Moreover, acquisitions of companies could expose the Group to risks associated with the integration of the acquisitions. Acquisition risks are managed through strategies and plans decided by the Board of Directors and Group management. ITAB also relies on external specialists before and during the implementation of an acquisition. Thus, risks are carefully identified and analysed in the pre-acquisition due diligence process and are continuously monitored during the acquisition and integration phase. In acquisitions, ITAB emphasises the importance of a well-executed integration and retaining key personnel in the acquired company through well-developed plans and preparations. The acquisition of HMY, which was completed as of 31 January 2025, accelerates the transformation of the market and makes the ITAB Group more scalable and flexible in a changing world. However, a failed integration may entail major negative financial consequences. To succeed in the integration and achieve expected synergies, an integration management office function has been established which will monitor the status of the integration and its risks continiously, together with Group management and the Board. The purpose is to manage any problems and implement corrective measures as needed. 10 Goodwill and participations in Group companies Goodwill is a significant asset item in the Group’s balance sheet, corresponding to more than 26 percent of total assets in 2024. Similarly, participations in Group companies account for approximately 60 percent of total assets in the Parent Company’s balance sheet. Any impairment of goodwill and participations in Group companies could affect ITAB’s financial position. In accordance with the significant accounting policies described in Note 2, ITAB tests goodwill for impairment annually, or more often if there are any indications of a need for impairment. This impairment test is based on a number of assumptions and sensitivity analyses, as described in Note 18. No impairment requirement has been identified. 11 Failed implementation and integration of new ERP system In line with its strategy, ITAB has a need for integrated and coordinated work processes across the Group. ITAB is now in a phase where a number of local business/ERP systems are being replaced by a common global system. There is a risk that the implementation and integration of ERP systems may take longer time and require more resources than expected, which could increase costs. The Group-wide ERP system is based on a well-established ERP solution from IFS, in which adaptations are made based on a well-developed project plan, prototype and common ERP template. The system is being implemented in stages in different parts of the Group based on experience from completed pilot installations, which minimises the risk of an unsuccessful integration. The project is a high priority for ITAB’s Group management and other management teams, and the project plan is subject to regular follow-ups. The project is currently deemed to have sufficient resources to be successfully implemented in accordance with the established project plans. 12 Employee risk ITAB’s operations and future success are highly dependent on attracting and retaining dedicated and competent employees and key individuals. If one or more key individuals leave the Group, or if ITAB fails to attract and retain qualified employees in areas such as research and development or production on acceptable terms, this could have an adverse effect on the Group’s operations and future prospects, and lead to postponements in the development of new solutions, products and services. ITAB devotes considerable focus to offering all employees a pleasant and attractive workplace characterised by good working conditions, equal opportunities, diversity, and a safe and healthy environment – all in accordance with ITAB’s Group-wide Code of Conduct. All workplaces are to be free from all forms of discrimination and victimisation. To counteract the negative effects of the loss of key individuals, the Group works continuously on skills development and succession planning. Financial risks Significant risks 13 Liquidity risk ITAB is exposed to financial risks in the form of liquidity risks, refinancing risks, interest risks, currency risks and credit risks. Each year, the Board of Directors adopts a Group-wide finance policy that governs the management of these risks. For information about financial risks, refer to Note 4. 14 Refinancing risk 15 Interest risk 16 Currency risk 17 Credit risk ===== SIDA 76 ===== ITAB | Annual & Sustainability Report 2024 76 Financial information Compliance and regulatory risks Significant risks Description Risk management 18 Existing and new laws and regulations ITAB’s operations are subject to various laws and regulations in a number of different countries and jurisdictions. Accordingly, the Group is also exposed to risks related to the implementation of new or amended laws or regulations in these countries and jurisdictions. Non-compliance with laws and regulations related to the environment or data protection or other laws and regulations applicable to, among other things, the Group’s production, work environment and certification could mean that ITAB becomes subject to fines, penalties and other sanctions, third party claims, lost reputation or loss of current customers, or have an adverse impact on potential new customers’ inclination to enter into agreements with the Group. ITAB has a central legal function that is responsible themselves or assist in monitoring and ensuring that the Group complies with various regulations and laws. The central function continuously monitors changing and new laws and regulations in order to recommend and ensure adjustments are made to the operations where necessary. The central function also sets guidelines for regulatory compliance and contractual terms within the Group, which means that each company within the ITAB Group also has a responsibility to comply with local laws and regulations. 19 Corruption risk ITAB’s geographic spread exposes the Group to risks attributable to sanctions and corruption. ITAB’s marketing and sales in certain high-risk areas, such as countries in South America and Asia, increases its exposure to corruption. Corruption risks are particularly high in connection with procurement procedures for contracts of significant value. The risk of corruption is further increased by the fact that ITAB, often due to local practice in the country concerned, uses agents in some of its markets, including Italy and the Middle East. ITAB has implemented a Group-wide Code of Conduct that regulates zero-tolerance of all forms of bribes, bribery and corruption. If the Group’s employees or agents do not comply with this Code of Conduct and if undue benefits are offered or requested, the Group, its employees and Board members may be subject to criminal sanctions under applicable anti- corruption law. In addition to the Code of Conduct, ITAB also has other policies, such as a sustainable procurement policy, that relegate corruption in several areas of ITAB’s value chain and its business relationships. 20 Intellectual property ITAB’s operations are dependent on a number of intellectual property rights, including trademarks, patents, other protected information and company secrets. If the Group does not protect its intellectual property rights effectively or if a third party takes legal action against ITAB for infringement of intellectual property rights, this may have an adverse effect on the Group’s operations. ITAB has established an Intellectual Property Rights Forum to identify and manage risks and issues related to the Group’s rights. Furthermore, employees in the Group who work on these issues are provided with training and skills development. 21 Tax risk and regulations The handling of tax issues, such as corporate tax, VAT and transfer pricing for transactions within the Group, is based on interpretations of applicable, relevant and new taxation legislation, tax treaties and other tax regulations, and the positions of the authorities concerned. If, for example, such legislation, agreements and regulations change or ITAB’s interpretation and application proves to be incorrect, the Group’s past and present handling of tax issues may be called into question. If tax authorities successfully present such claims, this could lead to increased tax expenses, fees, interest, and internal and external consultancy costs for ITAB. ITAB conducts regular internal audits to evaluate the interpretation and outcome of tax issues both at Group level and locally in each subsidiary. The Group regularly obtains advice on tax issues from independent tax experts. ITAB and its subsidiaries are also occasionally subject to external tax audits and reviews. The management of matters regarding transfer pricing within the Group is based on the OECD’s guidelines and national regulations for transfer pricing as well as documented principles for determining prices in related party transactions in accordance with market terms. Sustainability risks (Environment, Social and Governance − ESG) Significant risks Description Risk management 22 Social sustainability ITAB is dependent on attracting and retaining dedicated and competent personnel (refer to Employee risk on page 75). A prerequisite for this is to offer all employees a workplace with good working conditions. This applies both to the physical work environment, as mentioned below, as well as to social and psychological aspects, characterised by, for example, equal opportunities and free of any discrimination. This also applies to the working conditions of the Group’s suppliers and partners, and considers any affected communities through the value chain. The ITAB Group Code of Conduct stipulates that all employees of the Group shall be offered a welcoming workplace and good working conditions, equal opportunities, diversity, and a safe and healthy environment. All of the Group’s workplaces shall be free of any discrimination based on gender, marital status, ethnicity or national origin, sexual orientation, gender identity, religion, age, or disability. The Group works actively with skills and professional development. Through the Group’s Supplier Code of Conduct and onsite audits of all main suppliers, similar requirements for good working conditions throughout the value chain are applied. 23 Health & Safety The work environment within ITAB’s operations is instrumental to the health and safety of the employees of the Group, especially due to the risk of accidents and incidents. ITAB is subject to regulations in areas such as occupational health and safety in the jurisdictions where ITAB conducts production. This also applies to the work environment of the Group’s suppliers and partners, as well as the safety of the final users of ITAB’s products. Non-compliance with acts and regulations in any of the jurisdictions in which the Group operates may result in authorities issuing orders for enforcement measures, imposing fees or fines, and in some cases even imposing restrictions on the operations of the Group. Within ITAB Group, each company bears the responsibility for maintaining a secure workplace in accordance with local laws and regulations. To establish consistent standards throughout the Group, ITAB has formulated a Health & Safety (H&S) Framework and has initiated its implementation at the local level. Internal bodies overseeing H&S include employee representation, emphasising a collaborative approach to ensure the well-being and safety of all employees across the organisation. ITAB has a target of zero accidents and works actively to reduce the number of accidents and reviews the safety procedures of companies that report a higher number of accidents. Through the Group’s Supplier Code of Conduct and onsite audits of all main suppliers, similar requirements for healthy and safe workplaces throughout the value chain are applied. 24 Environment There is a risk that ITAB’s operations have a negative impact on the environment because of pollution of land, air, and water, and its water usage through its activities. Any pollution may have significant impact on biodiversity and ecosystems, as well as on ITAB’s financials and reputation. The exposure to hazardous materials and substances is very limited in ITAB Group’s production. Any use and disposal of such material or substance is handled in accordance with laws and regulations. The Group is in the process of adopting a series of water use measures in production and daily life in order to protect water resources and resolve any water waste issues. ===== SIDA 77 ===== ITAB | Annual & Sustainability Report 2024 77 Financial information Sustainability risks (Environment, Social and Governance − ESG), cont. Significant risks Description Risk management 25 Fair and ethical business culture If ITAB Group and / or any of its employees do not act in accordance with a fair and ethical business culture it may have severe impacts for the Group and / or individuals. If the Group’s employees or external agents do not comply with ITAB Group Code of Conduct and if undue benefits are offered by the Group, or on behalf of the Group, this may be punishable for the Group and its employees and Directors of the Board, under Swedish or other applicable anti- corruption law. ITAB Group’s Code of Conduct establishes the essential principles on which all business in the Group should be conducted, built on trust, honesty and transparency. According to the Code of Conduct, ITAB has a zero-tolerance policy regarding all forms of bribery and corruption. The Group conducted an extensive training program on an updated Code of Conduct and new whistleblowing directives in 2023. ITAB has an internal and external whistleblowing service. 26 Energy and greenhouse gases The activities within ITAB Group produce greenhouse gases both directly and indirectly in the value chain. Energy use, where not sourced from a renewable source, also contributes to the production of greenhouse gases. ITAB Group has plans within energy consumption to achieve a target of 100 percent electricity generated from renewable sources. The Group has also committed to a 50 percent reduction in CO2e in Scope 1 and 2 emissions by 2030. 27 Materials, waste and circular economy Material use and waste both contribute to the depletion of the natural resources available. In the future, designing for reuse of equipment and transitioning to a circular economy are going to be essential to reduce both consumption of materials and the waste generated through its processes. ITAB Group’s commitment to sustainable business development is evident in its strategy to create in-store solutions that support customers by offering energy-efficient and cost-effective products. The Group focuses on incorporating increasingly sustainable materials into its solution and product portfolio in line with its Sustainable Procurement Policy, aiming to minimise the environmental impact and contribute to customers achieving their Carbon Zero goals. In cooperation with retailers, ITAB develops solutions for a circular economy, whereby equipment is refurbished rather than replaced. To avoid landfill waste, the aim is to repair, reuse, refurbish, and recycle an increasing portion of existing equipment with the customers. 28 Child and forced labour The risk of child or forced labour in ITAB’s own production or within the supply chain for a product or service. ITAB Group’s Code of Conduct establishes the essential principles to respect human rights in accordance with international conventions. The Code of Conduct together with the Group’s Supplier Code of Conduct stipulate a zero-tolerance policy regarding all forms of child and forced labour within ITAB and throughout the value chain. ITAB Group conducts annual onsite audits of all main suppliers, and companies within ITAB are regularly subject to audits themselves by some or their larger customers. ===== SIDA 78 ===== ITAB | Annual & Sustainability Report 2024 78 Financial information Corporate Governance Report 2024 Swedish Corporate Governance Code and ITAB’S Corporate Governance Report ITAB Shop Concept AB (publ) is a Swedish public, reg- istered limited liability company, whose overall ambi - tion is to create long-term value for shareholders and other stakeholders. ITAB’s ordinary shares are listed on Nasdaq Stockholm in the Mid Cap segment. ITAB applies the Swedish Corporate Governance Code (hereinafter referred to as the “Code”). The Code is a component of self-regulation within the Swedish business sector and is based on a “comply or explain” principle. This means that a company that applies the Code may deviate from individual rules if it is deemed to result in better corporate governance, but must then explain the reasons for each deviation reported. This Corporate Governance Report for the 2024 financial year describes ITAB’s corporate governance, management and administration as well as internal controls of financial reporting, and is prepared in accordance with the Code’s recommendations. The Corporate Governance Report constitutes part of the formal Annual Report documentation and was reviewed by the company’s auditors pursuant to Swed - ish Annual Accounts Act. Corporate governance, division of responsibilities and Articles of Association Good corporate governance involves ensuring that companies are managed sustainably, responsibly and as efficiently as possible for the shareholders. Trust among legislators and in society that companies are acting responsibly is crucial to the freedom of companies to realise their strategies in order to create value. Trust among existing and potential investors that this is taking place is decisive for their interest in investing in the companies. In this way, the business sector’s freedom to develop and its supply of venture capital and expertise are safeguarded. The aim of corporate governance in Swedish listed companies is to create a clear division of roles and responsibilities between shareholders, the Board of Directors, Board committees and executive manage - ment, and it is regulated by a combination of written rules and practices. At first instance, ITAB is to apply the Swedish Companies Act and the rules that apply in the regulated market in which the company’s shares are listed for trading (Nasdaq Stockholm) as well as best practices in the stock market. The disclo - sure requirements to which ITAB is subject are found in the Rule Book for Issuers published by Nasdaq Stock- holm, and the Code is a component of this regulatory framework. ITAB shall, at the same time, in the course of its operations abide by the provisions stipulated in the company’s Articles of Association. The Articles of Association can be found in their entirety on ITAB’s website, itabgroup.com. Deviations from the Code There are no deviations from the Code to report for 2024. ITAB’s corporate governance structure The Swedish Companies Act states that there should be three decision-making bodies in the company: the General Meeting of Shareholders, the Board of Direc- General Meeting of Shareholders Board of DirectorsAuditors CEO Group management Subsidiaries Nomination Committee tors and the CEO. There must also be an inspection body – an auditor that is appointed by the Annual General Meeting. The Act specifies the duties of each body and the responsibility of the individuals included in the company’s bodies. R efer to pages 64-65 for information about the ITAB share and ownership structure. General Meeting of Shareholders The General Meeting of Shareholders is the highest decision-making body through which shareholders exercise their influence over the company. The body is superior in relation to the company’s Board of Direc - tors and CEO. According to the Articles of Association, notices for a general meeting shall be published by means of an announcement in Post- och Inrikes Tid- ningar (Official Swedish Gazette) and on the compa - ny’s website. Information that notification has been issued must be announced in Dagens Industri. The statutory Annual General Meeting (AGM) passes reso - lutions on the adoption of annual accounts and con - solidated accounts, discharge the Board of Directors and CEO from liability, appropriation of profits for the past year, election of the Board and, when required, auditors, and other matters in accordance with the Swedish Companies Act and the Articles of Associa - tion. A ll shareholders registered in the share register and who have given notice of attendance may participate in the meeting and vote according to the number of shares owned. Shareholders who are unable to attend in person may exercise their rights by postal voting or by proxy. The company does not apply any special arrangements regarding the function of the general meeting due to provisions in the Articles of Association or, insofar as is known to the company, due to share- holder agreements. Annual General Meeting 2024 ITAB’s AGM was held on Wednesday, 15 May 2024. At the AGM, 50 shareholders participated, together rep - resenting approximately 172 million votes, correspond - ing to just over 80 percent of the total number of shares and votes outstanding in the company on the date of the meeting. The following main resolutions were passed: • D ischarge from liability for the Board of Directors and CEO for their administration in the 2023 finan - cial year. • R e-election of Board members Petter Fägersten, Anders Moberg, Madeleine Persson, Fredrik Rapp and Vegard Søraunet, and election of Amelie de Geer, Lars Kvarnsund and Peder Strand as new Board members. • An ders Moberg was re-elected as Chairman. • T he registered auditing company Ernst & Young AB was elected as auditors, with authorised public accountant Joakim Falck as auditor in charge. • F ees to the Board of Directors and auditors, and Remuneration Report for 2023 were adopted. • C ancellation of repurchased ordinary shares • A uthorisation to the Board to decide on the pur - chase and conveyance of own shares. • A uthorisation of the Board to decide on new issues of shares up to a maximum of 10 percent of the company’s outstanding shares. Group staff units Audit Committee Remuneration Committee Shareholders Corporate governance ===== SIDA 79 ===== ITAB | Annual & Sustainability Report 2024 79 Financial information Extraordinary General Meeting 2024 On Monday, 21 October 2024, ITAB held an EGM to approve the Board’s resolution to carry out a directed share issue of a total of 38,200,000 ordinary shares to partially finance the acquisition of HMY. The EGM approved the Board’s resolution. At the EGM, 71 share- holders participated, together representing approxi - mately 186 million votes, corresponding to just over 77 percent of the total number of shares and votes out- standing in the company on the date of the meeting. Annual General Meeting 2025 ITAB’s AGM will be held on Wednesday, 7 May 2025 in Jönköping, Sweden. Further information can be found on page 134. Nomination Committee In accordance with Code, ITAB shall have a Nomina- tion Committee. The Nomination Committee is the general meeting’s body for proposals to the meeting’s decisions regarding appointment issues in order to provide good conditions for the meeting’s decisions on these issues. At the 2022 AGM, revised instructions for the Nomina - tion Committee were adopted. In accordance with these instructions, the Chairman of the Board is tasked with contacting the largest shareholders and request - ing that they appoint three members to form the Nomi - nation Committee. The selection of shareholders to contact is to be based on the share register main- tained by Euroclear Sweden as of 31 August each year. Unless otherwise agreed by the members, the Chairman of the Nomination Committee is to be the member appointed by the largest shareholder. The composition of the Nomination Committee is to be announced not later than six months prior to the Annual General Meeting. The instructions apply until further notice. In accordance with this, the largest shareholders ACapital ITAB HoldCo AB, Pomona-gruppen AB and Övre Kullen AB each appointed one member of the Nomination Committee ahead of the 2025 AGM. This Nomination Committee comprises Åsa Otterlund (appointed by ACapital ITAB HoldCo), Ulf Hedlundh (appointed by Pomona-gruppen) and Petter Fäger - sten (appointed by Övre Kullen) with Åsa Otterlund as Chairman. The members of the Nomination Commit- tee were appointed for the period up to and including the 2025 AGM. In the event that a member steps down from the Nomination Committee before its work is completed, the remaining members are tasked with appointing a new member. Ahead of the AGM 2025, the Nomination Committee is assigned with preparing and presenting proposals for the Chairman of the Meeting, Board members and the Chairman of the Board, fees to members of the Board and committees, and where applicable, the election of and fees to auditors. The Nomination Committee shall in other respects fulfil its tasks in accordance with the Code. In its assessment of the Board’s evaluation and in its proposals, the Nomination Committee shall pay particular attention to the requirement for diver - sity and breadth in the Board and strive for an even gender distribution in accordance with the diversity policy according to rule 4.1 in the Code. The Nomina- tion Committee’s proposals shall be included in the notice to attend the 2025 AGM. In conjunction with the Board issuing the notice for the AGM, the Nomina- tion Committee shall ensure that the company pub - lishes the Nomination Committee’s proposals and rea - soned statement as well as information about how the Nomination Committee has conducted its work on ITAB’s website, itabgroup.com. No fees are paid for the Nomination Committee assignment. Ahead of the 2025 AGM, the Nomination Committee has evaluated relevant aspects of Board’s work and, to date, has held six minuted meetings with all mem - bers present, and had several other contacts. Board of Directors The tasks of the Board of Directors are to manage the company’s affairs on behalf of the shareholders. According to ITAB’s Articles of Association, the Board of Directors must comprise at least three and at most nine Board members with no more than nine deputies. Board members At the end of 2024, the Board of Directors of ITAB Shop Concept AB consisted of eight regular members appointed by the AGM on 15 May 2024: Anders Moberg (Chairman), Petter Fägersten, Amelie de Geer, Lars Kvarnsund, Madeleine Persson, Fredrik Rapp, Peder Strand and Vegard Søraunet. A presenta- tion of these Board members, including information about their other assignments, is presented on page 84 as well as on ITAB’s website, itabgroup.com. The CEO and other officers of the Group participate in Board meetings, acting as rapporteur or in administra - tive functions. All of the Board members are independent in rela - tion to the company and its senior executives. Four Board members are independent in relation to the major shareholders. The Board thereby fulfils the requirements for independence pursuant to regula - tory frameworks. The Articles of Association do not contain any special conditions for appointment and dismissal of Board members or change of the Articles of Association. In accordance with the AGM’s resolution in May 2024, Directors’ fees totalled SEK 2,500,000, of which SEK 575,000 was paid to the Chairman of the Board and SEK 275,000 to each of the other Board members. See below for a summary of the Board members and their committee membership(s), attendance at Board meetings, independence and Directors’ fees. Chairman of the Board The Chairman of the Board is tasked with ensuring that the Board’s work is well organised and efficiently con - ducted, and that the Board fulfils its assignments. The Chairman shall, in particular, organise and lead the Board’s work to create the best possible conditions for the Board’s work. The Chairman is tasked with ensur- ing that a new Board member participates in requisite introductions and other training that the Board’s Chair - man and the Board member deem to be appropriate, that the Board continuously updates and deepens its knowledge of the company, that Board meetings are held when required and that satisfactory information and supporting material for decisions is obtained for its work, that the proposed agendas for Board meet- ings are adopted in consultation with the CEO, that the Board’s resolutions are implemented, and that the The Board of Directors’ and committees’ composition, independence, attendance and fees 2024 Committees Independent in relation to 1) Participation in Name Assignment Remuneration Audit Company and executive management Major shareholders Board meetings (total number) Remuneration Committee (total number) Audit Committee (total number) Directors’ fees incl. committee fees (SEK) Anders Moberg Chairman Chairman – Yes Yes 18 (18) 1 (1) – 600,000 Karin Eriksson 2) Member – Member Yes Yes 6 (7) – 4 (4) 103,000 Petter Fägersten Member Member – Yes No 18 (18) 1 (1) – 303,000 Amelie de Geer3) Member – Member Yes Yes 11 (11) – 4 (4) 223,000 Lars Kvarnsund3) Member – Chairman4) Yes Yes 11 (11) – 4 (4) 283,000 Madeleine Persson Member – Member Yes Yes 18 (18) – 8 (8) 327,000 Fredrik Rapp Member – Chairman4) Yes No 18 (18) – 4 (4) 270,000 Peder Strand3) Member – – Yes No 11 (11) – – 183,000 Vegard Søraunet Member Member – Yes No 17 (18) 1 (1) – 303,000 1) In accordance with the definitions of the Swedish Corporate Governance Code. 2) Karin Eriksson was a Board member during the period 1 January to 15 May 2024. 3) Amelie de Geer, Lars Kvarnsund and Peder Strand were elected as Board members at the Annual General Meeting on 15 May 2024. 4) Fredrik Rapp was Chairman of the Audit Committee during the period 1 January to 15 May 2024. Lars Kvarnsund was Chairman of the Committee during the period from 16 May to 31 December 2024. ===== SIDA 80 ===== ITAB | Annual & Sustainability Report 2024 80 Financial information Board’s work is evaluated annually. The Chairman is responsible for contacts with shareholders regarding shareholder issues and for conveying the views of shareholders to the Board. Board duties The Board of Directors has ultimate responsibility for the company’s organisation and the administration of the company’s affairs in the interests of the company and all shareholders, pursuant to the laws, ordinances and agreements that the company is subject to. The Board shall also, based on an analysis of the business environment, pass resolutions on strategic issues. The Board annually adopts written rules of proce - dures that regulate the Board’s work and its division of responsibilities, including its committees, deci - sion-making bodies within the Board, the Board’s meeting plan, and the Chairman’s tasks, as well as instructions for the financial reporting. The Board has also issued instructions to the CEO, which includes decision authority for investments, corporate acquisi - tions and divestments as well as financing matters. The Board has also adopted a number of policies for the Group’s operations, such as a Code of Conduct. The Board monitors the CEO’s work by continuously following up operations during the year and is respon - sible for ensuring that the organisation, management and guidelines for the administration of the compa - ny’s affairs are appropriately structured and that com - pany has good internal controls and efficient systems for the follow-up and control of the company’s opera - tions and compliance with laws and regulations that are applicable to the company’s operations. The com - pany’s auditor attends at least one of the Board’s meetings annually. On such occasions, the auditor’s observations concerning the company’s accounts, procedures and internal control are reported and reviewed. The Board is also responsible for the determination, development and follow-up of the company’s goals and strategy, decisions about acquisitions and divest - ments of businesses, major investments, repurchases of own shares as well as the appointment and remu - neration of executive management. The Board of Directors and CEO submit the annual accounts to the AGM. Furthermore, the Board is responsible for preparing an annual Corporate Governance Report that shall include the Board of Directors’ actions to follow up on internal controls related to the financial reporting and on how reporting to the Board has worked. The Corpo- rate Governance Report shall be reviewed by the company’s auditor. In connection with this, the Board shall annually assess and decide whether the com - pany should have a special review function (internal audit). This decision shall be justified in the Corporate Governance Report. The Board conducts an annual evaluation of its work, whereby a questionnaire is sent out to all its members. The results are compiled by the Chairman of the Nomination Committee, who then provides feedback to each Board member. The Board continu - ously evaluates the CEO’s work. Each Board member shall independently assess the matters that are to be addressed by the Board and request the information that the Board member deems necessary for the Board to make a well-in- formed decision. Each Board member shall continu - ously acquire knowledge of the company’s opera - tions, organisation, markets and similar information required for their assignment. The Board’s work The Board’s work follows an annual plan. In addition to the statutory meeting held in connection with the AGM, the Board normally meets seven times a year (regular meetings). Extraordinary meetings are con - vened as needed. Every meeting follows an agenda that is provided together with other underlying docu - mentation to Board members prior to each Board meeting. Board resolutions are passed following a dis- cussion led by the Chairman. Committees appointed by the Board are tasked with preparing matters for res - olution by the Board (see below). The agenda of the statutory Board meeting includes adoption the Board’s rules of procedures, decisions about company signatories and the approval of min - utes. The regular meeting held in February addresses the annual accounts, proposals on the appropriation of profits and the Year-End Report. In conjunction with this, the company’s auditors submit a report to the Audit Committee with their findings and assessments of the conducted audit. Every regular meeting gener - ally includes several other fixed items for presentation, such as a report on the current financial outcome of the operations. The Board held eight regular meetings, of which one was a statutory meeting, and ten extraordinary Board meetings in 2024. The attendance at Board meetings and committee meetings is presented in the summary on page 79. Essential subjects that have been dis- cussed during the year include: • S trategic direction for the operations • B usiness plans, financial plans and forecasts • A cquisition of HMY • I nvestments • L ong-term financing • P olicies and guidelines • R isk management and internal control • I nterim reports and annual accounts • R eports from the Board’s committees • Su stainability work • Fo llow-up of external audit Audit Committee The Board has appointed an Audit Committee that, without impacting the Board’s responsibilities and assignments in general, is to prepare the Board’s work of quality-assuring the company’s financial reporting, continually meet with the company’s auditors to obtain information about the focus and scope of the audit as well as discuss coordination between the external audit and the internal control and views of the company’s risks. The Audit Committee is also responsible for establishing guidelines regarding which services other than audits the company may procure from the company’s auditors, evaluate the audit work and notify the company’s Nomination Committee about the results of the evaluation as well as assist the Nomination Committee in preparing pro - posals for the election of auditors and the payment of fees for the audit work. ITAB’s Audit Committee comprises Amelie de Geer, Lars Kvarnsund (Chairman of the Committee) and Madeleine Persson. All members of the committee are independent of the company and its executive man - agement and independent of the company’s major shareholders. Lars Kvarnsund has accounting exper - tise. The company thus fulfils the requirements of the Swedish Companies Act. In 2024, the Audit Committee held eight minuted meetings, and maintained ongoing contact with the company’s auditors. The Audit Com - mittee also had a number of contacts with Group man - agement. In 2024, fees for the Audit Committee’s work comprised SEK 150,000 to the Chairman of the Commit- tee and SEK 60,000 to each of the other members. Remuneration Committee The Remuneration Committee’s primary tasks are pre - paring the Board’s decisions on issues regarding remuneration principles, remuneration and other terms of employment for executive management, monitoring and evaluating ongoing schemes and schemes concluded during the year regarding vari - able remuneration to executive management, as well as monitoring and evaluating the application of the guidelines for remuneration to senior executives decided by the AGM and current remuneration struc - tures and remuneration levels in the company. ITAB’s Remuneration Committee has also been tasked with preparing issues regarding remuneration and other employment terms for the managing directors of other companies in the Group. The tasks of the Remuneration Committee include preparing the Board’s decisions on proposals for guide - lines for remuneration of senior executives, and drafting the Board of Directors’ annual remuneration report on the application of the company’s remuneration guide - lines for approval at the AGM. The Board shall prepare proposals for new guidelines at least every four years or before that if there is a need for significant adjustments, and present the proposal for resolution at the AGM. The guidelines shall apply until new guidelines have been adopted by the AGM. The current guidelines were adopted by the 2021 AGM (see Note 8), and the Board intends to propose new remuneration guidelines prior to the 2025 AGM (see page 72). The 2023 Remunera- tion Report adopted by the 2024 AGM is available on ITAB’s website, itabgroup.com. I TAB’s Remuneration Committee comprises Anders Moberg (Chairman of the Committee), Petter Fäger - sten and Vegard Søraunet. The CEO is co-opted at committee meetings. In 2024, the Remuneration Committee held one min - uted meeting. During the year, fees for the Remunera- tion Committee’s work comprised SEK 45,000 to the Chairman of the Committee and SEK 35,000 to each of the other members. CEO and Group management The CEO is appointed by the Board to be responsible for the company’s day-to-day management in line with the Swedish Companies Act and within the framework estab- lished by the Board. The CEO’s decision authority with respect to investments, corporate acquisitions and divestments as well as financing issues is subject to rules adopted by the Board. In consultation with Chairman of the Board, the CEO prepares the requisite information and supporting material for decisions in advance of Board meetings, presents agenda items and motivate ===== SIDA 81 ===== ITAB | Annual & Sustainability Report 2024 81 Financial information proposed resolutions. The current CEO, Andréas Elgaard, took up his position in September 2019. T he CEO leads the work of Group management and makes decisions in consultation with other members of management. In 2024, ITAB’s Group management comprised President & CEO Andréas Elgaard, Chief Financial Officer Ulrika Bergmo Sköld, Senior Vice Presi - dent – MBU Nordic Jan Andersson, Senior Vice Presi- dent – MBU South Europe Andrea Ciotti, Senior Vice President – MBU UK & Baltics Roy French, Chief Com- mercial Officer Nick Hughes, General Counsel Frida Karlsson, Chief Sustainability & People Officer Petra Axelsson, Chief Operating Officer Mikael Nadelmann, and Senior Vice President – MBU Central Europe Klaus Schmid. A m ore detailed presentation of the CEO and Group management can be found on page 84. Remunera- tion of the CEO and Group management in the 2024 financial year is presented in Note 8 on page 108. Group staff units Group staff units that report directly to Group man - agement have responsibility for business develop - ment, finance, insurance, HR, purchasing, IT, informa - tion, marketing, production, development, investor relations, legal affairs, communications, consolidation of accounts and Group-wide administration. Projects that cover all or the majority of the Group’s companies are controlled and coordinated from here. Within each area, handbooks and policies are drawn up that regulate the work in the subsidiaries. Auditors To examine the company’s annual accounts, consoli - dated accounts and accounting records as well as the administration of the Board of Directors and CEO, a registered auditing company or one or two autho - rised public accountants shall be appointed by the AGM according to the Articles of Association. The auditors report to the shareholders at the AGM via their Auditor’s Report. T he regular election of auditors in ITAB took place at the 2024 AGM and pertained to the term up to and including the 2025 AGM. The company’s auditor is the registered auditing company Ernst & Young AB, with authorised public accountant Joakim Falck as auditor in charge. Joakim Falck has been the auditor for ITAB since 2018. His other audit assignments include Nolato AB, Absolent Group AB, Hexpol AB, Nefab AB, and Gyl- lensvaans Möbler AB. The company’s auditor works in accordance with an audit plan that incorporates the views of the Board and its Audit Committee. The auditor then reports his/ her observations to executive management teams, Group management and ITAB’s Board and its Audit Committee during the course of the audit and in con- junction with the adoption of the annual accounts. The company’s auditor also participates at the AGM and describes and expresses his opinion about the audit work. The independence of the external auditor is regulated by special instructions adopted by the Board, which stipulate the areas in which the external auditor may be engaged on matters beyond regular audit work. Ernst & Young continuously tests its inde - pendence in relation to the company and submits a written affirmation to the Board every year, stating that the auditing firm is independent from ITAB. I n 2024, a total of MSEK 2 (1) was paid in fees for Ernst & Young’s services in addition to the audit assignment. Ethical guidelines ITAB strives to ensure that its business operations adhere to stringent demands on integrity and ethics. The Board has adopted a so-called Code of Conduct for Group operations, which also includes ethical guidelines. The Code of Conduct emphasises the importance of each and every employee, that the Group is to offer a safe and healthy work environment, and that ITAB works continuously to reduce its environ - mental impact. It also points out that ITAB stands for straightforward, honest communication and that all employees have to respect commercial confidential - ity. If an issue relating to business ethics arises at com- pany level, there is a system in place detailing how employees should report directly to the Group and how such issues will be handled. In accordance with the Code of Conduct, ITAB has a zero-tolerance policy regarding all forms of bribery and corruption. The Group’s operations have whistleblowing systems for reporting any whistleblowing cases from both internal and external stakeholders. ITAB regularly reviews and evaluates internal controls in all subsidiaries, which provides reasonable assur - ance of an appropriate and effective operation, reli - able financial reporting and compliance with laws and ordinances. The internal audit also includes a fol - low-up of the sustainability program and the Code of Conduct. The managing director of each individual company within the ITAB Group is responsible for ensuring compliance with local regulations. All of ITAB’s employees are covered by the Group-wide Code of Conduct and have signed it to confirm that they are complying with this code. No known cases of corruption were discovered in the Group in 2024. Since the end of 2017, there is also a separate Group-wide supplier policy containing fun - damental business ethics requirements that ITAB imposes on its suppliers. In order to ensure that ITAB is complying with GDPR, training has been conducted for employees who process personal data as part of their work. Internal controls for the financial reporting According to the Swedish Companies Act and the Code, the Board is responsible for internal controls aimed at protecting the company’s assets and thereby the investments of its owners. This responsibil - ity includes annually assessing the financial reporting that the Board receives and setting requirements for its content and presentation to ensure the quality of the reporting. This requirement entails that financial reporting must be appropriate, applying the relevant accounting rules and other requirements for listed companies. The following description is limited to ITAB’s internal controls of the financial reporting. The internal controls should provide reasonable assurance of appropriate and effective operations, reli - able financial reporting, and compliance with laws and ordinances. The basis for the internal control of financial reporting is the control environment, including the organisation, decision-making paths, authorisa - tions and responsibilities that are documented and communicated in the governing documents below. ITAB’s tool for internal control is based on the COSO framework. COSO is a framework for evaluating a com- pany’s internal control over financial reporting. The framework streamlines the work with internal controls. The Group’s risk matrix (see pages 73-77) was reviewed during the year and forms the basis of the internal audit program. In addition to the business risks, the internal controls have focused on formalities, proce - dures and processes linked to the updated risk matrix. Financial reporting All subsidiaries submit monthly reports concerning financial outcomes, in accordance with the Group’s internal finance manual. The reporting is consolidated and constitutes the basis for quarterly reports and operational follow-ups. This operational follow-up is carried out in accor - dance with an established structure where invoicing, liquidity, profit, tied-up capital and other key figures of importance for the Group are collated and form the basis for analysis and measures by management and controllers at various levels. Other important, Group- wide aspects of the internal control include business plans and the annual forecast process. For communication with external parties, the Group has an information policy intended to ensure that all disclosure requirements are complied with correctly and in full. Control environment The Audit Committee’s primary task is to monitor the accounting and reporting processes and to ensure the quality of these reports and processes. The respon - sibility for maintaining an effective control environ - ment, day-to-day risk management and internal con - trols in terms of financial reporting has been delegated to the CEO. Executives at various levels of the company are in turn responsible within their respective areas. Responsibilities and authorisations are defined in instructions to the CEOs, instructions concerning attestation rights, manuals, and other pol - icies and procedures. The Board determines the Group’s policies regarding information, credit and finance. Group management determines other instructions, and the responsible Group functions issue guidelines and oversee the application of the regulatory framework. The Group’s accounting and reporting rules are stipulated in an accounting handbook that is available to all account- ing staff. Together with laws and other external regula- tory frameworks, the organisational structure and inter - nal regulatory frameworks constitute the control environment. Risk assessment ITAB works continually with risk analyses as a basis for revisions of the Group’s risk matrix. Financial, opera - tional and strategic risks are charted. The Audit Com - mittee reviews the current risk matrix when necessary and at least once a year, as well as ongoing and planned activities linked to the respective risk, and revisions are undertaken if necessary. Control activities The purpose of control activities is to identify, prevent and correct errors and deviations. Policies and guide - lines are particularly important for accurate account - ing, reporting and information dissemination and also define which control activities should be conducted. ITAB regularly updates its policies and guidelines, in ===== SIDA 82 ===== ITAB | Annual & Sustainability Report 2024 82 Financial information writing and at meetings. Control activities include approval procedures, reconciliation of accounts, ana - lytical follow-up and control of IT systems. Follow-up Group management and controllers regularly follow up economic and financial reporting as well as key business events. At each Board meeting, financial per - formance is monitored against forecasts, and reviews are conducted of how well investments are proceed- ing according to plan. The follow-up of results is an important complement to the controls and reconcilia - tions implemented in the financial processes them - selves. The Audit Committee regularly evaluates the internal control, the Code and significant accounting issues. Opinion on internal audit function The Board has opted not to have a special function for internal audits. The assessment is based on the Group’s size and operations as well as existing internal control processes where the work with internal controls is conducted in an internal audit program that covers all subsidiaries according to an established plan. If necessary, external advisers are used for internal con - trol projects on behalf of the Audit Committee. Parts of the internal control are regularly examined by the auditors. Violations The company has not committed any violations of the regulatory framework of the stock market where the company’s shares are traded nor breached any stock market best practices. ===== SIDA 83 ===== ITAB | Annual & Sustainability Report 2024 83 ITAB | Annual & Sustainability Report 2024 83 Financial information ===== SIDA 84 ===== ITAB | Annual & Sustainability Report 2024 84 Financial information Board of Directors Other information: Refer to ITAB’s website, itabgroup.com, for a more detailed presentation of each Board member, including education and work experience. Information about the number of shares refers to shareholdings as of 28 February 2025. Anders Moberg (born 1950) Chairman of the Board since 2018 and Board member since 2011. Other Board assignments: Chairman of the Board of Byggmax AB and Viva Wine Group AB. Board member of Bergendahl & Son AB, Boconcept A/S, Citygross AB, and Stichting INGKA Foundation. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 2,500,000 ordinary shares (own holding and via endowment policy) Madeleine Persson (born 1969) Board member since 2023. Advisor, Board Member and Executive Mentor. Other Board assignments: Board member of aim’n apparel AB and Stadium AB. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 20,000 ordinary shares Peder Strand (born 1980) Board member since 2024. Investment Director at Seatankers Management Company Ltd. Other Board assignments: Board member of ACapital ITAB HoldCo AB, Medistim ASA, and Mowi ASA. Independence: Independent in relation to the company and its senior executives. Dependent in relation to the major shareholders. Shareholding: 56,116,610 ordinary shares (via ACapital ITAB HoldCo) Vegard Søraunet (born 1980) Board member since 2021. CEO & Investment Director at Aeternum Management AS. Other Board assignments: Board member of ACapital ITAB HoldCo AB and SkiStar AB. CEO and Chairman of the Board of Søraunet Invest AS. Independence: Independent in relation to the company and its senior executives. Dependent in relation to the major shareholders. Shareholding: 56,116,610 ordinary shares (via ACapital ITAB HoldCo) Lars Kvarnsund (born 1967) Board member since 2024. Board Member and Advisor. Other Board assignments: Board member of FM Mattsson AB, Ferroamp AB, Novedo Holding AB, United Power AB, and Prido AB, Chairman of the Board of Zinkteknik Group AB and P.O. Jansson Industri AB. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 25,012 ordinary shares (own holding and via company) Petter Fägersten (born 1982) Board member since 2016. Other Board assignments: Board member of Inev AB, XANO Industri AB, Idyllum AB, Skanditape AB, Övre kullen AB, and others. Independence: Independent in relation to the company and its senior executives. Dependent in relation to the major shareholders. Shareholding: 26,262,112 ordinary shares (via Övre Kullen and with family) Fredrik Rapp (born 1972) Board member since 2013. CEO of Pomona-gruppen AB. Other Board assignments: Chairman of the Board of Argynnis Group AB, Estinvest AB, Serica Consulting AB, Svenska Handbollförbundet, and XANO Industri AB. Board member of AGES Industri AB, Corem Property Group AB, Pomona-gruppen AB, AB Segulah, and others. Independence: Independent in relation to the company and its senior executives. Dependent in relation to the major shareholders. Shareholding: 40,148,040 ordinary shares (via Pomona-gruppen and with family) Amelie de Geer (born 1978) Board member since 2024. CEO of BAMA Nordic AB. Other Board assignments: Chairman of companies in the BAMA Nordic Group. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 34,498 ordinary shares ===== SIDA 85 ===== ITAB | Annual & Sustainability Report 2024 85 ITAB | Annual & Sustainability Report 2024 85 Financial information Andréas Elgaard (born 1972) President & CEO Employed by the Group: 2019 Education: Master of Science, Lund Institute of Technology. Work experience: Senior positions within IKEA, Ballingslöv, Sperian, Icopal and Saint-Gobain Isover. Shareholding: 700,000 ordinary shares Petra Axelsson (born 1988) Chief Sustainability & People Officer Employed by the Group: 2024 Shareholding: – Andrea Ciotti (born 1971) Senior Vice President – MBU South Europe Employed by the Group: 2016 Shareholding: 20,000 ordinary shares Nick Hughes (born 1969) Chief Commercial Officer Employed by the Group: 2010 Shareholding: 30,000 ordinary shares Mikael Nadelmann (born 1967) Chief Operating Officer Employed by the Group: 2024 Shareholding: – Other information: Information about the number of shares refers to shareholdings as of 28 February 2025 . Group management Jan Andersson (born 1979) Senior Vice President – MBU Nordic Employed by the Group: 2013 Shareholding: 150,000 ordinary shares Ulrika Bergmo Sköld (born 1967) Chief Financial Officer Employed by the Group: 2020 Shareholding: 103,480 ordinary shares Roy French (born 1965) Senior Vice President – MBU UK & Baltics Employed by the Group: 2010 Shareholding: – Frida Karlsson (born 1984) General Counsel Employed by the Group: 2021 Shareholding: – Klaus Schmid (born 1965) Senior Vice President – MBU Central Europe Employed by the Group: 2018 Shareholding: 8,000 ordinary shares ===== SIDA 86 ===== ITAB | Annual & Sustainability Report 2024 86 Financial information Financial review – Five years in summary Income statements (MSEK) 2024 2023 2022 2021 2020 Revenue from contracts with customers 6,585 6,139 6,868 6,087 5,323 Cost of goods sold -4,728 -4,420 -5,286 -4,727 -4,137 Gross profit 1) 1,857 1,719 1,582 1,360 1,186 Selling expenses -1,000 -935 -871 -796 -784 Administrative expenses -376 -327 -344 -331 -285 Other operating income and expenses -22 -25 36 -17 -5 Operating profit 1) 459 432 403 216 112 Financial items -21 -47 -55 -69 -112 Profit after financial items 1) 438 385 348 147 0 Tax on net profit for the year -118 -93 -105 -52 -22 Net profit for the year – Continuing Operations 320 292 243 95 -22 Profit from Discontinued Operations, net after tax 1 -12 -53 8 – Net profit for the year 321 280 190 103 -22 Attributable to: Parent Company shareholders 311 270 170 95 -21 Non-controlling interests 10 10 20 8 -1 Balance sheets (MSEK) Assets Intangible assets 2,064 1,919 1,897 1,756 1,743 Property, plant and equipment 1,250 1,222 1,408 1,366 1,367 Other non-current receivables 233 157 153 146 119 Non-current assets 3,547 3,298 3,458 3,268 3,229 Inventories 799 793 1,030 1,176 698 Current receivables 1,222 1,033 1,244 1,372 900 Cash and cash equivalents 1,513 578 756 208 692 Current assets 3,534 2,404 3,030 2,756 2,290 Assets held for sale – 66 88 – – Total assets 7,081 5,768 6,576 6,024 5,519 Equity and liabilities Equity 4,262 3,208 3,169 2,782 1,725 Deferred tax liabilities 44 39 44 45 41 Other non-current liabilities 1,050 1,057 1,624 1,143 1,283 Other current liabilities 1,725 1,447 1,720 2,054 2,470 Liabilities attributable to assets held for sale – 17 19 – – Total equity and liabilities 7,081 5,768 6,576 6,024 5,519 Cash flow (MSEK) Cash flow before change in working capital 653 523 527 424 417 Change in working capital -29 287 15 -589 394 Cash flow from operating activities 624 810 542 -165 811 Cash flow from investing activities -144 -107 -150 -103 -45 Cash flow after investing activities 480 703 392 -268 766 Cash flow from financing activities 432 -810 153 -253 -343 Cash flow for the year 912 -107 545 -521 423 1) For more information about non-recurring items, see the tables on page 87. As of 2022, ITAB’s Russian subsidiary ITAB Rus JSC was recognised as Discontinued Operations in accordance with IFRS 5. Comparative figures in the consolidated income statement have been restated for 2021. ===== SIDA 87 ===== ITAB | Annual & Sustainability Report 2024 87 Financial information Financial review – Five years in summary Key ratios 2024 2023 2022 2021 2020 EBITDA (Operating profit before depreciation and amortisation), MSEK 713 686 674 487 376 EBITDA margin, % 10.8 11.2 9.8 8.0 7.1 EBIT margin, % 7.0 7.0 5.9 3.6 2.1 EBIT margin excl. non-recurring items, % 7.7 7.0 6.4 6.3 6.0 Profit margin, % 6.7 6.3 5.1 2.4 0.0 Profit margin excl. non-recurring items, % 7.4 6.3 5.7 5.1 3.9 Interest-coverage ratio, multiple 7.2 6.0 6.0 2.8 1.0 Equity attributable to Parent Company shareholders, MSEK 4,128 3,049 3,012 2,654 1,607 Interest-bearing net debt, MSEK -384 591 1,080 1,239 1,748 Interest-bearing net debt excl. lease liabilities, MSEK -969 45 399 609 1,092 Equity/assets ratio, % 60 56 48 46 31 Cash conversion, % 88 118 80 N/A 215 Return on equity, % 9.0 8.8 6.0 4.0 Neg Return on capital employed, % 10.6 9.6 8.9 5.4 2.5 Return on total capital, % 8.1 7.4 6.8 3.9 2.0 Depreciation according to plan, MSEK 254 254 271 271 264 Net investments, MSEK 144 107 150 103 45 - of which, attributable to corporate acquisitions & divestments, MSEK -32 -9 66 40 0 Average number of employees 2,532 2,533 2,715 2,930 3,030 As of 2022, ITAB’s Russian subsidiary ITAB Rus JSC was recognised as Discontinued Operations in accordance with IFRS 5. Comparative figures in the consolidated income statement have been restated for 2021. Items that do not belong to regular operations, known as non-recurring items (MSEK) 2024 2023 2022 2021 2020 Acquisition, integration and restructuring costs -32 – -40 -166 -156 Divestment of companies -16 – – – – Inventory impairment of non-recurring character – – – – -52 -48 – -40 -166 -208 Impact of non-recurring items on the income statement (MSEK) 2024 2023 2022 2021 2020 Gross profit 0 – -19 -59 -121 EBITDA -48 – -30 -157 -202 Operating profit -48 – -40 -166 -205 Profit after net financial items -48 – -40 -166 -208 Financial targets – follow-up of outcomes 2024 2023 2022 2021 2020 Sales growth(Target: 4–8 percent over a business cycle), % +8 -15 +8 +19 -10 EBIT margin (Target: 7–9 percent over a business cycle), % 7.0 7.0 5.9 3.6 2.1 Cash conversion(Target: >80 percent over a business cycle), % 88 118 80 N/A 215 Dividend as a share of profit after tax(Target: >30 percent over a longer period), % 0 60 64 0 0 See page 129 and “Definitions” on page 9 for a description of the ITAB Group’s financial targets. ===== SIDA 88 =====