FULLTEXT DEL 3 AV 4
Årsredovisning 2025
84 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORT SBM-2, SBM-3 Impacts, risks and opportunities S2 Workers in the value chain SOCIAL Below are the identified IROs for S2: Material impacts, risks and opportunities IRO Positive / Negative Actual / Potential Own operations / Value chain Materiality level Management of the IRO Value chain working conditions - Health and safety 1 Work-related incidents at supplier sites that may result in injuries, fatalities or adverse mental health outcomes for workers. I Negative Actual Value chain Significant • Apply risk-based supplier due diligence • Conduct health and safety assessments during supplier onboarding • Prioritise audits of high-risk suppliers • Require corrective action plans at non-conformities Serious health and safety incidents, including fatalities, that may lead to supply chain disruption, legal investigations or fines under due diligence legislation such as the Corporate Sustainability Due Diligence Directive (CSDDD), as well as reputational damage affecting stakeholder trust. R Value chain Significant • Integrate supplier health and safety risks into due diligence processes • Incorporate supplier-related risks into enterprise risk management • Enable escalation of significant issues • Support informed decisions on supplier relationships to mitigate legal, operational and reputational risks ITAB Group recognises workers in the value chain as a key group of affected stakeholders whose interests, views and rights could be materially impacted by the Company’s operations and supply chain relationships. Through the Company’s Double Materiality Assess - ment, the principal concern for value chain workers was identified as health and safety risks, including the potential for workplace incidents that may result in injuries, fatalities or work-related mental health impacts. These issues inform ITAB Group’s strategy and busi - ness model in the following ways: Strategic risk prioritisation: The potential for serious health and safety incidents in the value chain has been integrated into supplier risk assessment and prioritisation of due diligence activities within the procurement and sustainability strategy. Human rights respect framework: Respect for the human rights of value chain workers, particularly the right to safe and healthy working conditions, is embedded in ITAB Group’s Supplier Code of Conduct and Sustainable Procurement Policy. By explicitly linking material impacts on value chain workers’ health and safety to strategic priorities, ITAB Group aims to ensure that respect for workers’ rights is reflected in how the business operates and how value- chain risk is governed. Types of value chain workers subject to material impacts Based on the Double Materiality Assessment and ITAB Group’s supplier-risk mapping, the value chain workers most exposed to material impacts are those working in: Upstream manufacturing and fabrication activities, including metalworking, wood processing and electrical component assembly subcontractors. Installation and shopfitting at customer sites, often involving physically demanding tasks, power tools and work at height. Transport and logistics providers, where manual handling, loading activities and road-safety risks are present. Suppliers operating machinery or undertaking hazardous processes, such as welding, cutting, chemical handling or mechanical assembly. Small or non-ISO-certified suppliers with less formali - sed health and safety management systems. These workers are typically employed by third-party suppliers, subcontractors or temporary labour provi - ders and therefore fall outside ITAB Group’s own work - force but may be affected by the conditions and prac - tices within the value chain. Geographies or commodities with elevated child labour or forced labour risk ITAB Group’s primary supply chain is located in Europe, Turkey, China and South America. Based on screening using global human-rights risk indices and ITAB Group’s supplier category analysis: No material risk of child labour or forced/ compulsory labour has been identified in the commodities and geographies material to ITAB Group’s business model. The Group’s main procurement categories (metals, wood-based products, plastics, packaging and electronic components) are sourced from suppliers operating in jurisdictions with established labour regulatory frameworks. Where higher-risk jurisdictions exist globally for these commodities, ITAB Group does not source from the affected regions. If this assessment changes due to business expansion, geopolitical shifts or new supplier onboarding, ITAB Group will update its analysis accordingly. Understanding of workers at greater risk of harm ITAB Group has developed an understanding of which value chain workers may be at greater risk of harm through the following processes: Supplier onboarding assessments, which include screening for hazardous tasks, machinery use and the existence of health and safety management systems. Risk-based supplier categorisation, identifying suppliers whose operations involve hazardous physical work, or lower levels of safety maturity. Supplier audits, focused on occupational health and safety governance, accident records, training practices and use of personal protective equipment. ITAB Group recognises that some value chain workers may face higher risks of harm due to the nature of their employment, such as temporary agency workers or workers engaged in physically demanding or hazar - dous tasks. Although ITAB Group does not collect detailed information on vulnerable groups from supp - ===== SIDA 85 ===== 85 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORT SBM-2, SBM-3 Impacts, risks and opportunities SOCIAL liers, indications of elevated risk may be observed during supplier onboarding and site visits, for example, where suppliers rely heavily on temporary labour or where language or training gaps are noted. When such factors are identified, they are considered qualitatively in supplier-risk assessments and in deter - mining where additional follow-up or monitoring may be needed. From this, ITAB Group has identified that workers per - forming hazardous manual tasks, working at height, operating heavy machinery and engaged in installa - tion activities in customer environments are at higher risk of harm. Material risks and opportunities affecting specific groups The material impact identified for value chain workers, health and safety risk, primarily affects the following groups: Manufacturing workers in upstream production (metalworking, woodworking, assembly). Installation and shopfitting workers performing onsite customer work. Transport and logistics workers exposed to manual handling and road-safety risks. Workers at suppliers with limited safety governance, including SMEs or non-ISO-45001-certified suppliers. These groups may face disproportionate impacts due to the physical nature of their work, the environments in which they operate, or the maturity of supplier safety systems. ITAB Group has policies in place to address material impacts on workers in the value chain, with a specific focus on working conditions related to health and safety, which was identified as a material topic through the Double Materiality Assessment. In addition to health and safety, ITAB Group’s poli- cies explicitly prohibit trafficking in human beings, forced or compulsory labour and child labour, reco - gnising these as fundamental human rights risks that may affect workers in global supply chains. The company’s expectations regarding the treat- ment of value chain workers are set out in the Supp - lier Code of Conduct, which is derived from ITAB Group’s Group Code of Conduct and applies to suppliers, contractors and other business partners. The Supplier Code of Conduct requires suppliers to provide safe and healthy working conditions, to pre - vent work-related injuries, incidents and fatalities, and to manage occupational health and safety risks in line with applicable laws and regulations. provide safe and healthy working conditions prevent work-related injuries, incidents and fatalities protect the mental and physical well-being of workers, prohibit all forms of forced, bonded or involuntary labour, including practices that restrict freedom of movement or require workers to surrender identity documents, comply with minimum working age laws and prohibit child labour, avoid all forms of human trafficking, exploitation or coercive recruitment practices. These commitments are supported by ITAB Group’s Sustainable Procurement Policy, which integrates health and safety considerations into supplier selection, onboarding and ongoing supplier mana - S2-1 Policies gement. Together, these policies establish mini - mum standards for suppliers operating within ITAB Group’s value chain and form the basis for mana - ging health and safety risks affecting value chain workers. ITAB Group's policies are informed by internatio - nally recognised standards, including the UN Gui - ding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and relevant ILO conventions, and are designed to sup - port compliance with evolving due-diligence legis - lation, including the Corporate Sustainability Due Diligence Directive (CSDDD). The Supplier Code of Conduct is communicated to suppliers and is a prerequisite for doing business with ITAB Group. Governance and accountability Oversight of policies relating to workers in the value chain is shared between Group Management and relevant procurement and sustainability functions, with governance and escalation mechanisms in place as part of ITAB Group’s broader due-diligence framework. These functions are responsible for ensuring that policy requirements are embedded into sourcing decisions, supplier risk assessments, corrective actions and escalation processes. Cross-references to S2-1 requirements are embed - ded within: the Supplier Code of Conduct (Sections: Human Rights, Working Conditions, Child Labour, Forced Labour, Freedom of Employment) the Sustainable Procurement Policy (Sections: Supplier Due Diligence, Risk Screening, Audits and Corrective Actions) the Group Code of Conduct (Sections: Respect for Human Rights, Ethical Behaviour, Zero Tolerance for Exploitation) ===== SIDA 86 ===== 86 P.ITAB Group | Annual & Sustainability Report 2025 ITAB Group engages with workers in the value chain primarily through indirect engagement processes, reflecting the nature of its business relationships and the fact that supply chain workers are employed by suppliers rather than by ITAB Group directly. Engagement focuses on the material impact identified for value chain workers, namely health and safety risks that may lead to work-related men - tal health issues, injuries or fatalities. Supplier onboarding (pre-engagement stage) Suppliers must confirm compliance with the Supplier Code of Conduct and complete a sustainability and health and safety self- assessment before being approved. Frequency: before onboarding Ongoing supplier management (implementation stage) Supplier audits and on-site assessments provide opportunities to observe working conditions, verify the implementation of health and safety controls and discuss risks with supplier management and, where relevant, workers or worker representatives. Frequency: these audits are typically performed annually or bi-annually for suppliers Ongoing operational dialogue Local procurement teams and category mana - gers maintain regular dialogue with suppliers on health and safety expectations, incident preven - tion and improvements. Frequency: periodic S2-2 Processes for engaging with value chain workers S2 Workers in the value chain SUSTAINABILITY REPORTSOCIAL 86P.ITAB Group | Annual & Sustainability Report 2025 S2-3 Remediation processes and grievance channels for value chain workers ITAB Group has processes in place to remediate negative impacts on workers in the tier 1 supply chain related to health and safety incidents, including injuries, fatalities or adverse mental health outcomes. Where actual or potential health and safety issues are identified through supplier audits, ongoing supplier dialogue, self-assessments or reported concerns, ITAB Group requires suppliers to develop and implement time-bound corrective action plans. Progress against corrective actions is monitored through follow-up assessments or reviews, and issues that are severe, repeated or not adequately addressed are escalated through ITAB Group’s procurement, sustainability and governance processes. Where necessary, this may result in reassessment of the supplier relationship. 1st tier supply chain workers, including employees of suppliers, have access to ITAB Group’s confiden - tial whistleblowing channel, which allows concerns related to health and safety or other labour issues to be reported anonymously or confidentially. Reports received through this channel are reviewed in accor - dance with ITAB Group’s whistleblowing procedures, investigated where appropriate, and followed up with relevant actions. ITAB Group tracks reported incidents and grievan - ces related to the value chain and uses insights from remediation processes to strengthen due diligence, supplier risk assessments and preventive measures over time. Grievance mechanisms (continuous stage) ITAB Group operates a confidential whistleblowing channel accessible to suppliers and workers within the supply chain (https:/ /itab.whistlelink. com/), allowing concerns, including those rela - ting to health & safety, to be raised anonymously at any time. Frequency: continuous as concerns can be raised at any time Insights from these engagement processes are used to inform supplier risk assessments, prioritisation of due diligence activities, and the identification of areas requiring corrective action or enhanced monitoring. Where engagement identifies significant health and safety risks or incidents, these are escalated through ITAB Group’s governance and due diligence processes. ITAB Group does not have a Global Framework Agreement or similar formal agreement relating to the human rights of value chain workers. If relevant in the future, ITAB Group will disclose such agreements in line with ESRS requirements. Steps to gain insights into workers who may be particularly vulnerable or marginalised ITAB Group recognises that certain value chain workers may face higher risks of harm due to factors such as age, migration status, temporary employment arrangements, or the nature of hazardous work. Direct engagement with these workers is limited because they are employed by suppliers; however, ITAB Group takes initial steps to gain insight into potential vulnerabilities through existing processes, including: General supplier risk assessments, which consider factors such as the country of operation, type of activity and nature of workforce (e.g., use of temporary or agency labour) as part of the overall risk profile. Supplier audits and self-assessments, which may highlight practices or conditions that could indicate increased risk for certain worker groups, although these tools are not yet systematically focused on vulnerable groups. The whistleblowing channel, which is accessible to supplier employees and may provide visibility of concerns raised by workers, including those who may be vulnerable or marginalised. ITAB Group acknowledges that these approaches provide only partial insight. As part of the continued development of its due-diligence processes, ITAB Group intends to further strengthen how risks to potentially vulnerable worker groups are identified and monitored over time, particularly among higher- risk suppliers. ===== SIDA 87 ===== 87 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORTSOCIAL S2 Workers in the value chain ITAB Group takes action to address the material negative impact on workers in the value chain related to health and safety, and to manage the associated risk of supply chain disruption, legal exposure and reputational damage. Actions focus on preventing health and safety incidents at supplier sites and on reducing the likelihood and severity of adverse outcomes through a risk-based due diligence approach. Key actions include: Integrating health and safety criteria into supp - lier onboarding and risk assessment, to identify suppliers with elevated risk profiles and prioritise due diligence efforts. Conducting supplier audits and assessments, with a focus on occupational health and safety practices at higher-risk suppliers. Requiring corrective action plans where deficiencies or incidents are identified, with defined timelines and follow-up to verify implementation. Escalating severe or repeated issues through procurement, sustainability and governance processes, including reassessment of the supp - lier relationship where risks are not adequately addressed. Planned actions To further strengthen ITAB Group’s approach, the Group is planning incremental improvements to supplier health and safety due diligence during 2025–2026. These include: Implementation of a Group-wide supplier management digital tool, which will be introdu - ced during 2026. The tool is expected to support S2-4 Actions and resources more consistent documentation, follow-up and visibility of supplier assessments, corrective actions, and risk indicators across all regions. Improve clarity and consistency in follow-up of corrective actions, focusing on documenting timelines and outcomes in a more structured way. The new tool is expected to assist with this once it is in place. Continue developing internal processes for identifying and prioritising higher-risk suppliers, in line with available data and resources. Further refine supplier communication on expectations relating to health and safety in a pragmatic way as processes mature. These planned improvements will be rolled out pro - gressively as part of ITAB Group’s ongoing develop - ment of its due-diligence processes. Material opportunities While no standalone opportunities were identified as material in the Double Materiality Assessment, improved supplier health and safety performance may indirectly support more reliable operations and reduce the risk of delivery disruptions. ITAB Group will continue to review whether additional opportunities arise as due-diligence processes mature. Resources Resources to implement these actions are provided through ITAB Group’s procurement, sustainability and category management functions at both local and Group level. These functions are supported by established governance and risk management pro - cesses, enabling coordination, escalation and oversight. Due to the ongoing integration of procurement structures following the HMY acquisition, ITAB Group is not yet able to quantify the full resource alloca - tion (e.g., hours for audits or specific budget amounts). Improved visibility is expected once the supplier-management tool is operational in 2026. Tracking effectiveness The effectiveness of actions is monitored through follow-up assessments, incident reporting, and review of supplier performance over time. Insights gained are used to strengthen preventive measu - res, refine due diligence priorities and support con - tinuous improvement in managing health and safety risks in the value chain. Steps taken regarding workers who may be more vulnerable ITAB Group’s existing processes, such as general supplier risk assessments, supplier audits and the whistleblowing channel, may highlight risks affec - ting certain worker groups, although they do not yet provide systematic insight into marginalised or vulnerable workers. At present ITAB Group does not have dedicated processes focused specifically on vulnerable groups (e.g., migrants, young workers or temporary workers). As procurement processes mature, ITAB Group will review whether more targeted methods are feasible and proportionate. ===== SIDA 88 ===== 88P.ITAB Group | Annual & Sustainability Report 2025 S2-5 Targets and metrics During the reporting period, ITAB Group used a limited set of qualitative and quantitative indicators to monitor the effectiveness of actions aimed at addressing the material impact on value chain workers related to health and safety. Because the procurement organi - sation and due-diligence processes are undergoing significant transition following the integration of HMY, the scope and maturity of available metrics remain limited. Metrics Key metrics used during the reporting period include: Supplier Code of Conduct coverage (2025 baseline): In 2025, ITAB Group introduced a new Supplier Code of Conduct that consolidates legacy ITAB and HMY requirements into a single Group-wide standard. Supplier audits: Audit activity in 2025 remained limited due to the restructuring of the procurement organisation and the harmonisation of supplier categories. Where audits were conducted, they resulted in a small number of corrective actions related to health and safety management at supplier sites. Figures for 2025 therefore provide indicative insight only, and will form the foundation for a more consistent audit approach beginning in 2026 Incidents and grievances: No reported serious health and safety incidents affecting value chain workers were identified through audits or grievance channels during 2025. These metrics are used to support oversight of supp - lier compliance, prioritisation of due diligence activi - ties, and monitoring of potential health and safety risks in the value chain. However, ITAB Group acknow - ledges that its metric set does not yet fully meet the expectations of ESRS S2-5 or AR 45–48 due to data and system limitations during the transition year fol - lowing the integration of HMY. Targets At present, ITAB Group has not adopted quantitative targets related to health and safety outcomes for workers in the value chain. This reflects the current maturity of the Group’s supply-chain data and moni - toring processes. Following the integration of HMY and the res - tructuring of ITAB Group’s procurement organisation, the Group is still in the process of building a consoli - dated approach to supplier risk assessment, monito - ring and data collection. At this stage, ITAB Group does not yet have sufficiently complete or compara - ble data across all category-managed suppliers to establish a reliable baseline or define meaningful, outcome-based health and safety targets. The current limitations relate to: inconsistent data availability across supplier categories and regions; ongoing redevelopment of due-diligence proces - ses across the combined ITAB–HMY supply base; absence of a unified supplier-management system, which restricts Group-wide aggregation and analysis. These constraints prevent ITAB Group from setting robust, ESRS-aligned targets with the required base year, milestones and KPIs. While quantitative targets have not yet been set, ITAB Group focuses on strengthening governance and preventive measures, including: rollout of the updated Supplier Code of Conduct (2025); introduction of a harmonised supplier-risk classification model; corrective-action follow-up where issues are identified; availability of supplier grievance and whistle - blowing channels. These measures support continuous improvement while ITAB Group develops the foundations required for future target-setting. During 2026 and into 2027, ITAB Group will imple - ment a Group-wide supplier-management system, which is expected to significantly improve visibility, data consistency and traceability. Once a stable data baseline is established, ITAB Group will reassess the feasibility of introducing quantitative targets rela - ted to value chain worker health and safety in future reporting periods. SUSTAINABILITY REPORTSOCIAL S2 Workers in the value chain ===== SIDA 89 ===== 89 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORT Governance Governance underpins ITAB Group’s approach to sustainable value creation and responsible business conduct. Effective governance struc tures, policies and controls support ethical behaviour, legal compliance and transparency across the Group’s own operations and its value chain. ITAB Group’s governance disclosures focus on how the Group manages material impacts and risks related to business conduct, including corporate culture, anti-corruption and bribery, manage - ment of supplier relationships and payment practices. These topics were identified as material through the Double Materiality Assessment. The Board of Directors has overall responsibility for governance, including oversight of sustainability-related matters. Group Mana - gement is responsible for implementing governance policies and procedures and for ensuring that they are applied consistently across the organisation. The sections below describe ITAB Group’s approach to gover - nance, including identified impacts, risks and opportunities, and the related policies, processes and practices. GOVERNANCE G1 Business Conduct ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 90 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 90 G1-1 Business conduct policies and corporate culture 91 G1-2 Management of relationships with suppliers 91 G1-3 Prevention and detection of corruption and bribery 92 G1-4 Incidents of corruption or bribery 92 G1-5 Political influence and lobbying activities 92 G1-6 Payment practices 93 ===== SIDA 90 ===== 90 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORTGOVERNANCE ESRS 2 GOV-1, ESRS 2 IRO-1 Impacts, risks and opportunities G1 Business conduct The identification and materiality assessment of business conduct is con - ducted under the Group-wide IRO identification and DMA methodology described in the general disclosures ESRS 2 IRO-1 found on page 41. Below are the identified IROs for G1: Material impacts, risks and opportunities IRO Positive / Negative Actual / Potential Own operations / Value chain Materiality level Management of the IRO Corporate Culture 1 Contribution to the creation of a corporate culture that promotes fair competition, prevents bribery and corruption, and supports long-term value creation for shareholders and other stakeholders. I Positive Actual Own operations Significant • Promote a corporate culture with integrity, compliance and transparency • Apply the Code of Conduct and dedicated anti-bribery and corruption policies • Ensure leadership oversight of ethical business conduct • Use internal controls to establish clear expectations on ethical behaviour and fair competition across the Group Management of relationships with suppliers including payment practices 2 Failure to adhere to agreed payment terms, including delays in payments and extending payment terms beyond 30 days. I Negative Actual Value chain Significant • Apply defined procurement and financial processes in supplier payments • Use contractual payment terms to govern payment practices • Maintain internal controls over invoice handling and payments • Monitor payment practices across the Group • Work towards increased consistency and transparency in payment practices ===== SIDA 91 ===== 91 P.ITAB Group | Annual & Sustainability Report 2025 G1 Business Conduct GOVERNANCE ITAB Group has policies in place to promote ethical business conduct and a corporate culture that sup - ports fair competition, prevents bribery and corrup - tion, and contributes to long-term value creation for shareholders and other stakeholders. These poli - cies apply across ITAB Group’s own operations and, where relevant, extend to the value chain. Code of Conduct and ethical principles The foundation of ITAB Group’s business conduct framework is the Code of Conduct, which applies to all employees, members of the Board of Directors (executive and non-executive), and subsidiaries. The Code of Conduct defines ITAB Group’s commit - ment to legal compliance, integrity, transparency and responsible business behaviour across all juris - dictions in which the Group operates. The Code of Conduct sets out expectations relating to: fair competition and compliance with competition law; zero tolerance for bribery, corruption and unethical business practices; avoidance of conflicts of interest; and respectful and responsible behaviour towards colleagues, business partners, suppliers and other stakeholders. Anti-bribery and corruption framework Building on the Code of Conduct, ITAB Group has a dedicated Anti-Bribery and Corruption Policy, which provides more detailed guidance on preven - ting bribery, corruption, money laundering and other dishonest behaviour. The policy includes requirements and limits related to gifts, hospitality, travel, training events and other benefits, and is designed to prevent undue influence in business decision-making. Mandatory training and internal communication activities are used to reinforce these principles and support consistent understanding of ethical expectations across the organisation. Corporate culture and governance oversight Ethical business conduct and integrity are integral to ITAB Group’s corporate culture and are reinfor - ced through leadership expectations, governance structures and internal controls. Oversight of busi - ness conduct policies forms part of the Board of Directors’ overall responsibility for governance, with Group Management responsible for implementation and day-to-day application across the organisation. Governance and accountability for business conduct policies Responsibility for implementing ITAB Group’s busi - ness-conduct policies rests with Group Manage - ment, with overall oversight provided by the Board of Directors. The Chief Executive Officer (CEO) holds ultimate accountability for ensuring that the Group Code of Conduct, Anti-Bribery and Corruption Policy and related governance controls are embed - ded across the organisation. Day-to-day responsibi - lities are delegated to the Group Legal and Finance, with the Compliance function, who are jointly responsible for policy maintenance, training, monitoring of compliance, and escalation of potential breaches. Local management teams are required to ensure that these policies are imple - mented within their entities and that employees understand and adhere to the Group’s ethical expectations. This governance structure ensures that senior leadership plays an active role in pro - moting a culture of integrity and ethical behaviour. Whistleblowing and protection against retaliation ITAB Group encourages employees and other stake holders to report suspected breaches of the Code of Conduct or related policies through its whistleblowing system (https:/ /itab.whistlelink. com/). The reporting channel allows individuals to submit concerns either anonymously or confidenti - ally, depending on their preference. All reports are handled in accordance with ITAB Group’s whistle - blowing procedures, with protections in place to safeguard confidentiality, prevent retaliation and ensure that concerns related to unethical beha - viour, corruption, bribery or other misconduct are appropriately investigated and followed up. ITAB Group prohibits retaliation against individuals, who raise concerns in good faith and aims to ensure that reports are handled confidentially and in line with established procedures. G1-1 Policies and corporate culture SUSTAINABILITY REPORT ITAB Group manages its relationships with suppliers with a focus on responsible business conduct, trans - parency and long-term collaboration. Supplier rela - tionships are a key element of ITAB Group’s business model and value supply chain and are governed through procurement processes, contractual arrangements and ongoing supplier management. Supplier expectations are set out through ITAB Group’s Supplier Code of Conduct and Sustainable Procurement Policy, which define requirements rela - ted to ethical business conduct, legal compliance and responsible practices. These frameworks sup - port consistent engagement with suppliers and pro - vide the basis for monitoring and managing supp - lier performance. As part of supplier relationship management, ITAB Group also addresses payment practices, recogni - sing that adherence to agreed payment terms is an important aspect of fair and responsible treatment of suppliers. Payment terms are defined contractu - ally and applied through established procurement and finance processes. Oversight of supplier relationships, including pay - ment practices, is embedded within procurement, finance and governance structures. Where issues are identified, escalation mechanisms are in place to support resolution and continuous improvement in supplier engagement. G1-2 Management of relationships with suppliers ===== SIDA 92 ===== 92 P.ITAB Group | Annual & Sustainability Report 2025 G1 Business Conduct GOVERNANCE SUSTAINABILITY REPORT ITAB Group has processes in place to prevent, detect and address corruption, bribery and other forms of unethical business conduct across its own operations. Prevention of corruption and bribery is embedded in ITAB Group’s governance framework through the Group Code of Conduct and the Anti-Bribery and Corruption Policy, which define clear expectations regarding ethical behaviour, conflicts of interest, gifts, hospitality and other benefits. These expectations are supported by internal controls and approval proces - ses designed to reduce the risk of improper conduct. Detection of potential misconduct is supported through multiple channels, including management oversight, internal reviews and ITAB Group’s confi - dential whistleblowing system. Employees and other stakeholders are encouraged to report suspected violations of business conduct policies, including bri - bery or corruption, anonymously or confidentially. Allegations or suspected incidents of corruption or bribery are assessed and investigated in line with established procedures. Investigations are conduc - ted confidentially and, where relevant, involve Group Legal and appropriate management func - tions. Confirmed violations result in appropriate cor - rective actions and disciplinary measures, and out - comes are reported to relevant management and governance bodies. These processes support ITAB Group’s objective of maintaining a strong ethical culture, preventing mis - conduct and ensuring compliance with applicable anti-corruption and bribery legislation. Training and capability building Training on anti-corruption and bribery forms part of ITAB Group’s prevention framework and is delivered on a risk-based basis. ITAB Group has developed a structured assessment of bribery and corruption risks by job role and geography, which is used to identify functions with higher exposure and to determine appropriate training requirements. Mandatory Code of Conduct training, which inclu - des anti-corruption and bribery principles, is provi - ded to all new employees. In addition, specific anti-corruption training is provided to employees in roles assessed as having elevated risk exposure, and tailored role-specific training modules are being developed for higher-risk roles, such as procure - ment, sales and marketing & communications. During the reporting period, ITAB Group did not centrally track training hours related specifically to anti-corruption and bribery. Training has been deliv - ered through a combination of classroom and online formats, but historical differences in systems and delivery methods limit consolidated reporting of training hours. ITAB Group has introduced a formal risk-based frame work to define training needs and has devel - oped new training content during the year. A Group- wide digital learning platform is planned for imple - mentation in 2026, which will enable improved tracking of training participation and hours as well asnd support more detailed reporting in future reporting periods. In parallel, ITAB Group is reviewing and updating its Code of Conduct, with a revised version and accompanying training planned for roll - out in 2026. G1-3 Prevention and detection of corruption and bribery G1-4 Incidents of corruption or bribery The table below presents information on identified incidents of corruption or bribery during the reporting period, including confirmed cases, con - victions and fines. This information is based on reports received through ITAB Group’s whistle - blowing system and internal reporting channels and reflects incidents assessed in accordance with ITAB Group’s established investigation and governance procedures. G1-4 Incidents of corruption or bribery 2025 2024 All incidents reported through Whistleblowing, number 10 6 Confirmed incidents of corruption and bribery from whistleblowing, number 3 – Convictions for violation of anticorruption and anti-bribery laws, number – – Amount fines from violation of anti-corruption and anti-bribery laws, SEK thousand – – Accounting policy The total number of whistleblowing incidents disclosed under ESRS G1 -4 covers all types of concerns raised and is presented to show that our reporting channel is active, trusted and functioning as intended. The num - ber of reports received through the Whistleblower System during the year is based on information and confir - mation by our legal department at the end of the year. Convictions for violations of anti-corruption and anti-bribery laws which is determined during the financial year. Fines for violations of anti-corruption and anti-bribery laws are determined by a court of law during the financial year. G1-5 Political influence and lobbying activities ITAB Group maintains a position of political neutrality and does not participate in party-political activities or make political donations. The names or resources of ITAB Group are not used to promote the interests of political organisations or individuals, as such no payments have been made for memberships to lobbying associations and has no lobbying expenses, financial or in-kind. Oversight of political neutrality is embedded within ITAB Group’s governance framework and supported by internal policies, including the Code of Conduct and Anti-Corruption Policy, to ensure compliance with applicable laws and ethical standards. Public administration roles prior to appointment ITAB Group confirms that none of the members of its administrative, management or supervisory bodies held a comparable position in public administration during the two years preceding their appointment to ITAB Group. During the reporting period, no individuals with recent public-sector executive, regulatory or governmental roles were appointed to ITAB Group’s Board of Directors or Group Management. As a result, no additional disclosures are required under ESRS G1-5 in relation to prior public administration positions. ===== SIDA 93 ===== 93 P.ITAB Group | Annual & Sustainability Report 2025 93P.ITAB Group | Annual & Sustainability Report 2025 G1 Business Conduct SUSTAINABILITY REPORTGOVERNANCE G1-6 Payment practices ITAB Group monitors its payment practices as part of its management of supplier relationships and responsible business conduct. During the reporting period, ITAB Group’s average time to pay invoices was 59.9 days. This figure is calculated based on invoices paid during 2025. In 2025, there was no legal proceedings outstanding or completed related to late payments to suppliers. ITAB Group recognises that payment terms and practi - ces have historically varied across parts of the Group because of growth and acquisitions. Work is ongoing to improve consistency and transparency in payment practi - ces across the organisation, supported by procurement and finance processes and internal controls. ITAB Group does not apply fully standardised payment terms across all countries. The Group-level averages pre - sented below therefore reflect the weighted calculation of actual payment time and contractual payment terms across the reporting entities, in accordance with the accounting policy described below. G1-6 Payment practices 2025 2024 Average payment time to pay an invoice, number of days 59.9 N/A Average payment terms, number of days 55.9 N/A Variance, number of days +4.0 N/A Accounting policy Actual payment time is calculated as the weighted average number of days between the start of the con- tractual or statutory payment period and the date on which invoices were paid during the reporting period. The weighting is based on invoice value. Average payment terms are calculated at country level using a weighted average of the contractual pay- ment terms agreed with suppliers, also weighted by invoice value. Due to data limitations, ITAB Group has not included entities in China, Italy, Norway and the United States in the calculation of payment practice metrics. ===== SIDA 94 ===== 94 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORTAPPENDIX Appendix A ESRS Disclosure requirements ESRS 2 General disclosures P. BP1-General basis for preparation of sustainability statements 30 BP2-Disclosures in relation to specific circumstances 31 GOV-1 The role of the administrative, management and supervisory bodies 32 GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies 33 GOV-3 Integration of sustainability-related performance in incentive schemes 34 GOV-4 Statement on due diligence 34 GOV-5 Risk management and internal controls over sustainability reporting 35 SBM-1 Strategy, business model and value chain 36 SBM-2 Interests and views of stakeholders 38 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 39 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 41 IRO-2 Disclosure requirements in ESRS covered by the undertaking's sustainability statement 42 Environment E1 Climate change P. E1-1 Transition plan for climate change mitigation 46 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 46 ESRS 2 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities 48 E1-2 Policies related to climate change mitigation and adaptation 50 E1-3 Actions and resources in relation to climate change policies 51 E1-4 Targets related to climate change mitigation and adaptation 52 E1-5 Energy consumption and mix 52 E1-6 Gross scopes 1, 2, 3 and total GHG emissions 55 E1-7 GHG removals and GHG mitigation projects financed through carbon credits 56 E1-8 Internal carbon pricing 56 E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities 56 E3 Water and marine resources P. ESRS 2 IRO-1 Description of the processes to identify and assess material water and marine resource-related impacts, risks and opportunities 57 E3-1 Policies related to water and marine resources 58 E3-2 Actions and resources related to water and marine resources 58 E3-3 Targets related to water and marine resources 59 E3-4 Water consumption 59 E3-5 Anticipated financial effects from water-related impacts, risks and opportunities 59 E5 Resource use and circular economy P. ESRS 2 IRO-1 Description of the processes to identify and assess material resource use and circular economy- related impacts, risks and opportunities 60 E5-1 Policies related to resource use and circular economy 61 E5-2 Actions and resources related to resource use and circular economy 62 E5-3 Targets related to resource use and circular economy 62 E5-4 Resource inflows 63 E5-5 Resource outflows 64 E5-6 Anticipated financial effects from resource use and circular economy-related impacts, risks and opportunities 65 Social S1 Own workforce P. ESRS 2 SBM-2 Interests and views of stakeholders 70 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 70 S1-1 Policies related to own workforce 71 S1-2 Processes for engaging with own workers and workers' representatives about impacts 73 S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 74 S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 74 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 75 S1-6 Characteristics of the undertaking's employees 76 S1-7 Characteristics of non-employees in the undertaking's own workforce 77 S1-8 Collective bargaining coverage and social dialogue 78 S1-9 Diversity metrics 79 S1-10 Adequate wages 79 S1-11 Social protection 79 S1-12 Persons with disabilities 80 S1-13 Training and skills development metrics 80 S1-14 Health & safety metrics 81 S1-15 Work-life balance metric 82 S1-16 Remuneration metrics (pay gap and total compensation) 83 S1-17 Incidents, complaints and severe human rights impact 83 S2 Workers in the value chain P. ESRS 2 SBM-2 Interests and views of stakeholders 84 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 84 S2-1 Policies related to value chain workers 85 S2-2 Processes for engaging with value chain workers about impacts 86 S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 86 S2-4 Taking action on material impacts on value chain workers, and approaches to mangaing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions 87 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 88 Governance G1 Business conduct P. ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 90 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 90 G1-1 Business conduct policies and corporate culture 91 G1-2 Management of relationships with suppliers 91 G1-3 Prevention and detection of corruption and bribery 92 G1-4 Incidents of corruption and bribery 92 G1-5 Political influence and lobbying activities 92 G1-6 Payment practices 93 ===== SIDA 95 ===== 95 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORTAPPENDIX ESRS 2 Appendix B Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material P. 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 33 ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II Material 32 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex I Material 34 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 36 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 36 ESRS 2 SBM-1 Involvement in activities related 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 36 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 36 ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) Material 46 ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Implementing 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 46 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 Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignme- nt metrics Delegated Regulation (EU) 2020/1818, Article 6 Material 52 ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indica- tor 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 54 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 Implementing 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 55 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 Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) Material 55 ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) Not material 56 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 56 ===== SIDA 96 ===== 96 P.ITAB Group | Annual & Sustainability Report 2025 SUSTAINABILITY REPORTAPPENDIX Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material P. 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 Implemen- ting 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 Implemen- ting Regulation (EU) 2022/2453 paragraph 34;Template 2:Banking book -Climate change transition risk: Loans collateralised 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 Material 58 ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2 Table #2 of Annex 1 Material 58 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 Material 59 ESRS 2- IRO 1 - E4 paragraph 16 (a) i Indicator number 7 Table #1 of Annex 1 Material 59 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 practices 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 65 ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9 Table #1 of Annex 1 Material 65 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 S1-1 Human rights policy commitments paragraph 20 Indicator number 9 Table #3 and Indica- tor number 11 Table #1 of Annex I Material 71 ESRS 2 Appendix B ===== SIDA 97 ===== 97 P.ITAB Group | Annual & Sustainability Report 2025 ESRS 2 Appendix B SUSTAINABILITY REPORTAPPENDIX Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material P. ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II Material 71 ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11 Table #3 of Annex I Material 71 ESRS S1-1 workplace accident prevention policy or management system paragraph 23 Indicator number 1 Table #3 of Annex I Material 71 ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5 Table #3 of Annex I Material 74 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 81 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 81 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 83 ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Indicator number 8 Table #3 of Annex I Material 83 ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 Table #3 of Annex I Material 83 ESRS S1-17 Nonrespect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10 Table #1 and Indi- cator n. 14 Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Re- gulation (EU) 2020/1818 Art 12 (1) Material 83 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 Not material ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9 Table #3 and Indica- tor n. 11 Table #1 of Annex 1 Material 85 ESRS S2-1 Policies related to value chain workers paragraph 18 Indicator number 11 and n. 4 Table #3 of Annex 1 Material 85 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 Re- gulation (EU) 2020/1818, Art 12 (1) Not material ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS S2-4 Human rights issues and incidents con- nected to its upstream and downstream value chain paragraph 36 Indicator number 14 Table #3 of Annex 1 Not material ESRS S3-1 Human rights policy commitments 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 Business 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 Re- gulation (EU) 2020/1818, Art 12 (1) Not material ===== SIDA 98 ===== 98 P.ITAB Group | Annual & Sustainability Report 2025 Disclosure requirement and related datapoint SFDR reference Pillar 3 reference Benchmark regulationreference EU climate law reference Material/ not material P. ESRS S3-4 Human rights issues and incidents 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 Re- gulation (EU) 2020/1818, Art 12 (1) Not material ESRS S4-4 Human rights issues and incidents paragraph 35 Indicator number 14 Table #3 of Annex 1 Not material ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15 Table #3 of Annex 1 Material 91 ESRS G1-1 Protection of whistle-blowers paragraph 10 (d) Indicator number 6 Table #3 of Annex 1 Material 91 ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a) Indicator number 17 Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II) Material 92 ESRS G1-4 Standards of anti-corruption and antibribery paragraph 24 (b) Indicator number 16 Table #3 of Annex 1 Material 92 ESRS 2 Appendix B SUSTAINABILITY REPORTAPPENDIX ===== SIDA 99 ===== 99 P.ITAB Group | Annual & Sustainability Report 2025 CORPORATE GOVERNANCE REPORT Corporate Governance Report ===== SIDA 100 ===== 100 P.ITAB Group | Annual & Sustainability Report 2025 CORPORATE GOVERNANCE REPORT Corporate Governance Report Swedish Corporate Governance Code and ITAB’S Corporate Governance Report ITAB Shop Concept AB (publ) is a Swedish public, registered limited liability company, whose overall ambition 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 2025 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 Swedish 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 2025. 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 - 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. Refer to pages 104-106 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 Directors 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 statu- tory Annual General Meeting (AGM) passes resolutions on the adoption of annual accounts and consolidated 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 Compa- nies Act and the Articles of Association. All shareholders registered in the share register and who have given notice of attendance in time may par - ticipate 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 func - tion of the general meeting due to provisions in the Articles of Association or, insofar as is known to the company, due to shareholder agreements. Annual General Meeting 2025 ITAB’s AGM was held on Wednesday, 7 May 2025. At the AGM, 74 shareholders participated, together represent- ing approximately 196 million votes, corresponding to just over 77 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: Discharge from liability for the Board of Directors and CEO for their administration in the 2024 financial year. Re-election of Board members Petter Fägersten, Amelie de Geer, Lars Kvarnsund, Anders Moberg, Madeleine Persson, Fredrik Rapp and Peder Strand, and election of Kerstin Anderson as a new Board member. Anders Moberg was re-elected as Chairman. The registered auditing company Ernst & Young AB was elected as auditors, with authorised public accountant Franz Lindström as auditor in charge. Fees to the Board of Directors and auditors, the Remu- neration Report for 2024 and updated guidelines for remuneration to senior executives were adopted. Authorisation to the Board to decide on the pur - chase and conveyance of own shares. Authorisation of the Board to decide on new issues of shares up to a maximum of 10 percent of the company’s outstanding shares. Establishment of a performance-based share savings programme for certain ITAB employees (LTIP 2025) and measures to conclude the performance-based share savings programme from 2022 (LTIP 2022). Annual General Meeting 2026 ITAB’s AGM will be held on Wednesday, 6 May 2026 in Jönköping, Sweden. Further information can be found on page 159. CEO Subsidiaries Nomination Committee Audit Committee Remuneration Committee Shareholders Corporate governance Auditors General Meeting of Shareholders Board of Directors Group management Group staff units ===== SIDA 101 ===== 101 P.ITAB Group | Annual & Sustainability Report 2025 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 Pomona-gruppen AB, WQZ Investments Group Ltd and Övre Kullen AB each appointed one member of the Nomination Committee ahead of the 2026 AGM. This Nomination Committee comprises Ulf Hedlundh (appointed by Pomona-gruppen), Eirik Rogstad (appointed by WQZ Investments Group) and Petter Fägersten (appointed by Övre Kullen) with Ulf Hed - lundh as Chairman. The members of the Nomination Committee were appointed for the period up to and including the 2026 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 2026 AGM, 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 Com - mittee shall in other respects fulfil its tasks in accor - dance with the Code. In its assessment of the Board’s evaluation and in its proposals, the Nomination Com - mittee shall pay particular attention to the require - ment for diversity 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 Nomination Committee’s proposals shall be included in the notice to attend the 2026 AGM. In conjunction with the Board issuing the notice for the AGM, the Nomination Committee shall ensure that the company publishes the Nomination Committee’s pro - posals and reasoned statement as well as information about how the Nomination Committee has con - ducted its work on ITAB’s website, itabgroup.com. No fees are paid for the Nomination Committee assignment. Board of Directors The task of the Board of Directors is 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 2025, the Board of Directors of ITAB Shop Concept AB consisted of eight regular members appointed by the AGM on 7 May 2025: Anders Moberg (Chairman), Kerstin Anderson, Petter Fägersten, Amelie de Geer, Lars Kvarnsund, Madeleine Persson, Fredrik Rapp and Peder Strand. A presentation of these Board members, including information about their other assignments, is presented on page 107 as well as on ITAB’s website, itabgroup.com. The CEO and other offi - cers of the Group participate in Board meetings, act - ing as rapporteur or in administrative functions. All Board members are independent in relation to the company and its senior executives. Five Board mem - bers are independent in relation to the major share - holders. The Board thereby fulfils the requirements for independence pursuant to regulatory frameworks. The Articles of Association do not contain any special con - ditions for appointment and dismissal of Board mem - bers or change of the Articles of Association. In accordance with the AGM’s resolution in May 2025, Directors’ fees totalled SEK 3,000,000, of which SEK 725,000 was paid to the Chairman of the Board and SEK 325,000 to each of the other Board members. See page 102 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 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, decision- 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 acquisitions 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 responsi - ble for ensuring that the organisation, management and guidelines for the administration of the company’s affairs are appropriately structured and that company has good internal controls and efficient systems for the follow-up and control of the company’s operations and compliance with laws and regulations that are applica - ble to the company’s operations. The company’s audi - tor attends at least one of the Board’s meetings annu - ally. 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 targets and strategy, decisions about acquisitions and divest - ments of businesses, major investments, repurchases of own shares as well as the appointment and remunera - tion 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 Corporate Gover- nance Report shall be reviewed by the company’s audi- tor. In connection with this, the Board shall annually assess and decide whether the company 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 continuo usly 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 ten times a year (regular meet- ings). Extraordinary meetings are conve ned as needed. Every meeting follows an agenda that is provided together with other underlying documentation to Board members prior to each Board meeting. Board resolutions are passed following a discussion led by the Chairman. Committees appointed by the Board are tasked with pre- paring matters for resolution 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 minu - tes. 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 gene - rally includes several other fixed items for presentation, such as a report on the current financial outcome of the operations. CORPORATE GOVERNANCE REPORT ===== SIDA 102 ===== 102 P.ITAB Group | Annual & Sustainability Report 2025 The Board held ten regular meetings, of which one was a statutory meeting, and nine extraordinary Board meetings in 2025. The attendance at Board meetings and committee meetings is presented in the summary below. Essential subjects that have been disc ussed during the year include: Strategic direction for the operations Business plans, financial plans and forecasts Completion of the acquisition of HMY and follow-up of integration work Investments Long-term financing Appointment of new CEO to begin in May 2026 and the interim CEO for the period from January to May 2026 Policies and guidelines Risk management and internal control Interim reports and annual accounts Reports from the Board’s committees Sustainability work Follow-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 Peder Strand. All members of the committee are inde - pendent of the company and its executive manage - ment. Amelie de Geer and Lars Kvarnsund are inde - pendent in relation to the company’s major shareholders. Lars Kvarnsund has accounting exper - tise. The company thus fulfils the requirements of the Swedish Companies Act. In 2025, the Audit Committee held eight minuted meetings, and maintained ongoing contact with the company’s auditors. The Audit Committee also had a number of contacts with Group management. In 2025, fees for the Audit Committee’s work comprised SEK 150,000 to the Chairman of the Committee 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 2025 AGM (see Note 8). The 2024 Remuneration Report adopted by the 2025 AGM is available on ITAB’s website, itabgroup.com. ITAB’s Remuneration Committee comprises Anders Moberg (Chairman of the Committee), Petter Fäger - sten and Madeleine Persson. The CEO is co-opted at committee meetings. In 2025, the Remuneration Committee held three minuted meetings. During the year, fees for the Remu - neration 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 frame - work established by the Board. The CEO’s decision authority with respect to investments, corporate acqui - sitions 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 deci - sions in advance of Board meetings, presents agenda items and motivate proposed resolutions. The CEO leads the work of Group management and makes decisions in consultation with other members of management. At the end of 2025, ITAB’s Group mana- gement comprised President & CEO Andréas Elgaard, Chief Financial Officer Andreas Helmersson, Senior Vice President – MBU North Europe Jan Andersson, Chief Sustainability & People Officer Petra Axelsson, Senior Vice President – MBU South Europe West José Benito Pardo, Senior Vice President – MBU South Europe East Nicola Frascaroli, Chief Commercial Officer & Senior Vice President – MBU Rest of the World Nick Hughes, General Counsel Frida Karlsson, Chief Sales Growth Officer – Annja Mostrup, Chief Operations Officer Mikael Nadelmann, Senior Vice President – MBU Central Europe Klaus Schmid, and Chief Information Officer Teresa Tomás Aznar. Andréas Elgaard left his position as President & CEO on 6 January 2026. Glauco Frascaroli took over as interim President & CEO on 7 January 2026 and will remain in the role until Björn Borgman takes over as the new President and CEO on 1 May 2026. A more detailed presentation of the current CEO (interim) and Group management can be found on page 108. Remuneration to the CEO and Group man - agement in the 2025 financial year is presented in Note 8 on page 131. Group staff units Group staff units that report directly to Group mana - gement have responsibility for business development, finance, insurance, HR, purchasing, IT, information, marketing, production, development, investor rela - tions, legal affairs, communications, consolidation of accounts and Group-wide administration. Projects that cover all or the majority of the Group’s companies CORPORATE GOVERNANCE REPORT The Board of Directors’ and committees’ composition, independence, attendance and fees 2025 Committees Independent in relation to 1) Participation in Name Assignment Remune- ration Audit Company and executive management Major share- holders Board meetings (total number) Remuneration Committee (total number) Audit Committee (total number) Directors’ fees incl. committee fees (SEK) Anders Moberg Chairman Chairman – Yes Yes 19 (19) 3 (3) – 720,000 Kerstin Anderson 2) Member – Member Yes Yes 13 (13) – – 217,000 Petter Fägersten Member Member – Yes No 19 (19) 2 (3) – 343,000 Amelie de Geer Member – Member Yes Yes 19 (19) – 8 (8) 368,000 Lars Kvarnsund Member – Chairman Yes Yes 19 (19) – 8 (8) 458,000 Madeleine Persson 3) Member Member – Yes Yes 18 (19) 1 (1) 4 (4) 352,000 Fredrik Rapp Member – – Yes No 19 (19) – – 308,000 Peder Strand 4) Member – Member Yes No 19 (19) – 4 (4) 348,000 Vegard Søraunet 5) Member – Member Yes No 6 (6) 2 (2) – 103,000 1) In accordance with the definitions of the Swedish Corporate Governance Code. 2) Kerstin Anderson was elected as a Board member at the Annual General Meeting on 7 May 2025. 3) Madeleine Persson was a member of the Audit Committee from 1 January to 7 May 2025 and the Remuneration Committee during the period 7 May to 31 December 2025. 4) Peder Strand was a member of the Audit Committee during the period from 7 May to 31 December 2025. 5) Vegard Søraunet was a Board member during the period from 1 January to 7 May 2025. ===== SIDA 103 ===== 103 P.ITAB Group | Annual & Sustainability Report 2025 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. The regular election of auditors in ITAB took place at the 2025 AGM and pertained to the term up to and including the 2026 AGM. The company’s auditor is the registered auditing company Ernst & Young AB, with authorised public accountant Franz Lindström as audi - tor in charge. Franz Lindström has been the auditor for ITAB since 2025. Other audit assignments include AAK Sweden, Be-Ge Företagen, Bergkvara Group, Yaskawa Nordic and LW Fastigheter. 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. In 2025, a total of MSEK 1 (2) 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 appropriate and effective operations, reliable financial reporting and compliance with laws and ordi - nances. The internal audit also includes a follow-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 compli - ance with local regulations. All of ITAB’s employees are covered by the Group-wide Code of Conduct. Since the end of 2017, there is also a separate Group- wide supplier policy containing fundamental business ethics requirements that ITAB imposes on its suppliers. In order to ensure that ITAB is complying with GDPR, train - ing has been conducted for employees who process personal data as part of their work. Based on reports received through ITAB Group's whis - tleblowing system and other internal reporting chan - nels, three incidents of corruption and bribes were con - firmed in the Group in 2025. These incidents were assessed in accordance with ITAB Group's established investigation and governance procedures. None of these incidents resulted in police reports. 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 responsibi - lity 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 for the financial reporting. The internal controls should provide reasonable assurance of appropriate and effective operations, reliable financial reporting, and compliance with laws and ordinances. The basis for the internal control of financial reporting is the control environment, includ - ing the organisation, decision-making paths, authori - sations 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 24-28) 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 disclo- sure 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 poli cies 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 frameworks. The Group’s accounting and reporting rules are stipulated in an accounting hand- book that is available to all accounting staff. Together with laws and other external regulatory frameworks, the organisational structure and internal regulatory frame- works 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 Committee reviews the current risk matrix when necessary and at least once a year, as well as ongoing and planned activities linked to the respec - tive 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 writing and at meetings. Control activities include approval procedures, reconciliation of accounts, analytical 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 proceeding according to plan. The follow-up of results is an import - ant complement to the controls and reconciliations implemented in the financial processes themselves. 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 con - ducted in an internal audit program that covers all sub - sidiaries according to an established plan. If necessary, external advisers are used for internal control 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. CORPORATE GOVERNANCE REPORT ===== SIDA 104 ===== 104 P.ITAB Group | Annual & Sustainability Report 2025 ITAB SHARE ITAB share ===== SIDA 105 ===== 105 P.ITAB Group | Annual & Sustainability Report 2025 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 2025, ITAB shares for approximately MSEK 1,402 were traded and the share price decreased by 16 percent. On 31 December 2025, ITAB’s market capitalisation totalled MSEK 4,493. 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 2025 In 2025, the ITAB share price decreased by 16 percent to a last price paid of SEK 17.60 as of 31 December 2025. During the same period, the OMX Stockholm PI increased by 10 percent. The highest and lowest prices paid for the year were SEK 26.90 (closing price on 2 May) and SEK 16.58 (closing price on 11 August), respectively. ITAB’s total market capitalisation at 31 December 2025 was MSEK 4,493. Approximately 71 million ITAB ordinary shares were traded during the year at a total value of MSEK 1,402. Calculated against the average number of shares outstanding, this corresponds to a turnover rate of 28 percent. Calculated per trading day, an average of approximately 284,525 ITAB shares were traded per day at an average value of approxi - mately MSEK 5.6. Share capital On 31 December 2025, the share capital amounted to MSEK 109. The total number of shares was 258,231,533, of which 255,275,518 were ordinary shares and 2,956,015 were Class C shares. All ordinary shares entitle the holder to an equal share of ITAB’s assets and earn - ings, and entitle holders to one vote per share at gene ral 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. 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. The Board of Directors proposes that no divided be paid for the 2025 financial year. Ownership structure On 31 December 2025, ITAB had 7,229 shareholders. Legal entities in Sweden, including equity funds, insur - ance companies and pension funds, etc., owned approximately 60 percent of the total number of shares. Foreign ownership accounted for approxi - mately 25 percent of the total number of shares. ITAB share The largest shareholders at 31 December 2025 are presented in the table on page 106. At 31 December 2025, ITAB held no ordinary shares in treasury. All 2,956,015 Class C shares were held in treasury. Further information ITAB’s website, itabgroup.com, is continuously updated with information about price trends, changes in ownership, etc 1,200 800 400 0 32 24 16 8 jan feb mar apr may jun jul aug sep oct nov dec Shares traded, thousand ITAB share OMX Stockholm PI No of shares, thousandsShare price, SEK SHARE PERFORMANCE 2025 ===== SIDA 106 ===== 106 P.ITAB Group | Annual & Sustainability Report 2025 The ITAB ordinary share 1) 2025 2024 2023 2022 2021 Share price at year-end, SEK 17.60 20.90 12.10 11.00 13.42 Market capitalisation at year-end, MSEK 4,493 5,292 2,639 2,399 2,927 Dividend, SEK 0.00 4) 0.00 0.75 0.50 0.00 Payout ratio of net earnings – 4) – 60% 64% – Average number of shares outstanding before dilution, thousand 2) 254,485 226,184 218,015 218,100 191,396 Average number of shares outstanding after dilution, thousand 2) 255,809 227,410 219,275 219,558 218,100 Number of shares outstanding at year-end, thousand 2) 255,276 253,221 217,558 218,100 218,100 Number of shareholders at year-end 7,229 6,727 5,021 5,181 5,308 Highest share price during the year, SEK 26.90 30.20 13.24 16.00 19.90 Lowest share price during the year, SEK 16.58 11.60 8.30 7.65 10.50 Direct yield 3) – 4) – 6.2% 4.5% – Earnings per share before dilution, SEK 0.51 1.38 1.24 0.78 0.50 Equity per share, SEK 16.35 16.30 14.01 13.81 12.17 1) All data refer to ITAB's ordinary shares listed on Nasdaq Stockholm. 2) As of 31 December 2025, 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 2025 financial year. Largest shareholders at 31 December 2025 Number of Shareholders Ordinary shares Class C shares Shares (%) Votes (%) Pomona-gruppen AB 40,018,440 15.68 15.68 WQZ Investments Group Ltd 28,363,361 11.11 11.11 Petter Fägersten, with companies 26,262,112 10.29 10.29 Stig-Olof Simonsson, with companies 20,635,800 8.08 8.08 Anna Benjamin, with companies 14,869,485 5.82 5.82 Aeternum Capital AS 12,957,510 5.08 5.08 Svolder AB 11,499,877 4.50 4.50 Handelsbanken Fonder AB 9,403,666 3.68 3.68 Lannebo Kapitalförvaltning 5,119,442 2.01 2.01 Alcur Fonder AB 5,035,942 1.97 1.97 Other Shareholders – total 81,109,883 31.78 31.78 Total number of shares outstanding 255,275,518 – 100.00 100.00 Repurchased shares held in treasury by ITAB Shop Concept AB – 2,956,015 Total number of shares 255,275,518 2,956,015 Distribution of shares at 31 December 2025 Number of Shareholders Number of Proportion of Share holding Ordinary shares Class C shares Shares (%) Votes (%) 1–1,000 4,953 1,247,943 0.48 0.49 1,001–5,000 1,370 3,309,871 1.28 1.30 5,001–10,000 362 2,716,543 1.05 1.06 10,001–50,000 382 8,359,570 3.24 3.27 50,001–100,000 53 3,817,009 1.48 1.49 100,001– 110 235,824,582 2,956,015 5) 92.47 92.39 Total 7,230 255,275,518 2,956,015 100.00 100.00 5) At 31 December 2025, ITAB held no ordinary shares in treasury. All 2,956,015 Class C shares were held in treasury. ITAB SHARE ===== SIDA 107 ===== 107 P.ITAB Group | Annual & Sustainability Report 2025 BOARD OF DIRECTORS 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 2026. 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: 2,700,000 ordinary shares (own holding and via endowment policy) Kerstin Anderson (born 1964) Board member since 2025. Vice President Operations , Vitec Software Group AB. Other Board assignments: Board member of Ekan AB. Chairman/Board member of subsidiaries in Vitec Software Group. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 4,444 ordinary shares Madeleine Persson (born 1969) Board member since 2023. Advisor, Board Member and Executive Mentor. Other Board assignments: Chairman of the Board of PF Group AB and its subsidiaries Diamantbrev AB and Hailey’s Jewelry House AB. 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 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, and United Power 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 (via LKV Consulting and own holding) Petter Fägersten (born 1982) Board member since 2016. Other Board assignments: Board member of Pontix AB, Inev AB, XANO Industri AB, Idyllum 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 Menigo Foodservice AB. Independence: Independent in relation to the company and its senior executives. Independent in relation to the major shareholders. Shareholding: 34,498 ordinary shares Peder Strand (born 1980) Board member since 2024. Investment Director at Seatankers Management Company Ltd. Other Board assignments: Board member of Medistim ASA and Mowi ASA. Independence: Independent in relation to the company and its senior executives. Dependent in relation to the major shareholders. Shareholding: 19,357,835 ordinary shares (via WQZ Investments Group Ltd.) ===== SIDA 108 ===== 108 P.ITAB Group | Annual & Sustainability Report 2025 GROUP MANAGEMENT Glauco Frascaroli (born 1958) Interim President & CEO Employed by the Group: 2016 Shareholding: 60,000 ordinary shares (held indirectly by a related company) Petra Axelsson (born 1988) Chief Sustainability & People Officer Employed by the Group: 2024 Shareholding: 16,250 ordinary shares José Benito Pardo (born 1967) Senior Vice President – MBU South Europe West Employed by the Group: 2025 Shareholding: – Nicola Frascaroli (born 1988) Senior Vice President – MBU South Europe East Employed by the Group: 2008 Shareholding: 1,000 ordinary shares Andreas Helmersson (born 1985) Chief Financial Officer Employed by the Group: 2020 Shareholding: 25,000 ordinary shares Teresa Tomás Aznar (born 1983) Chief Information Officer Employed by the Group: 2025 Shareholding: 1,000 ordinary shares Annja Mostrup (born 1968) Chief Sales Growth Officer Employed by the Group: 2025 Shareholding: 20,000 ordinary shares Nick Hughes (born 1969) Chief Commercial Officer & Senior Vice President – MBU Rest of the World Employed by the Group: 2010 Shareholding: 63,000 ordinary shares Mikael Nadelmann (born 1967) Chief Operations Officer Employed by the Group: 2024 Shareholding: 15,000 ordinary shares Other information: Information about the number of shares refers to shareholdings as of 28 February 2026. Group management Jan Andersson (born 1979) Senior Vice President – MBU North Europe Employed by the Group: 2013 Shareholding: 250,000 ordinary shares Frida Karlsson (born 1984) General Counsel Employed by the Group: 2021 Shareholding: 3,768 ordinary shares Klaus Schmid (born 1965) Senior Vice President – MBU Central Europe Employed by the Group: 2018 Shareholding: 16,800 ordinary shares ===== SIDA 109 ===== 109 P.ITAB Group | Annual & Sustainability Report 2025 KEY RATIOS FIVE YEARS Financial review – Five years in summary Income statements (MSEK) 2025 2024 2023 2022 2021 Revenue from contracts with customers 12,780 6,585 6,139 6,868 6,087 Cost of goods sold -9,762 -4,728 -4,420 -5,286 -4,727 Gross profit 1) 3,018 1,857 1,719 1,582 1,360 Selling expenses -1,680 -1,000 -935 -871 -796 Administrative expenses -728 -376 -327 -344 -331 Other operating income and expenses -30 -22 -25 36 -17 Operating profit 1) 580 459 432 403 216 Financial items -236 -21 -47 -55 -69 Profit after financial items 1) 344 438 385 348 147 Tax on net profit for the year -186 -118 -93 -105 -52 Net profit for the year – Continuing Operations 158 320 292 243 95 Profit from Discontinued Operations, net after tax – 1 -12 -53 8 Net profit for the year 158 321 280 190 103 Attributable to: Parent Company shareholders 131 311 270 170 95 Non-controlling interests 27 10 10 20 8 Balance sheets (MSEK) Assets Intangible assets 5,136 2,064 1,919 1,897 1,756 Property, plant and equipment 1,935 1,250 1,222 1,408 1,366 Other non-current receivables 245 233 157 153 146 Non-current assets 7,316 3,547 3,298 3,458 3,268 Inventories 1,320 799 793 1,030 1,176 Current receivables 2,865 1,222 1,033 1,244 1,372 Cash and cash equivalents 971 1,513 578 756 208 Current assets 5,156 3,534 2,404 3,030 2,756 Assets held for sale – – 66 88 – Total assets 12,472 7,081 5,768 6,576 6,024 Equity and liabilities Equity 4,392 4,262 3,208 3,169 2,782 Deferred tax liabilities 279 44 39 44 45 Other non-current liabilities 3,671 1,050 1,057 1,624 1,143 Other current liabilities 4,130 1,725 1,447 1,720 2,054 Liabilities attributable to assets held for sale – – 17 19 – Total equity and liabilities 12,472 7,081 5,768 6,576 6,024 Cash flow (MSEK) Cash flow before change in working capital 847 653 523 527 424 Change in working capital -62 -29 287 15 -589 Cash flow from operating activities 785 624 810 542 -165 Cash flow from investing activities -1,766 -144 -107 -150 -103 Cash flow after investing activities -981 480 703 392 -268 Cash flow from financing activities 533 432 -810 153 -253 Cash flow for the year -448 912 -107 545 -521 1) For more information about non-recurring items, see the tables on page 110. 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 110 ===== 110 P.ITAB Group | Annual & Sustainability Report 2025 KEY RATIOS FIVE YEARS Financial review – Five years in summary Key ratios 2025 2024 2023 2022 2021 EBITDA (Operating profit before depreciation and amortisation), MSEK 1,084 713 686 674 487 EBITDA margin, % 8.5 10.8 11.2 9.8 8.0 EBIT margin, % 4.5 7.0 7.0 5.9 3.6 EBIT margin excl. non-recurring items, % 6.0 7.7 7.0 6.4 6.3 Profit margin, % 2.7 6.7 6.3 5.1 2.4 Profit margin excl. non-recurring items, % 4.2 7.4 6.3 5.7 5.1 Interest-coverage ratio, multiple 2.6 7.2 6.0 6.0 2.8 Equity attributable to Parent Company shareholders, MSEK 4,174 4,128 3,049 3,012 2,654 Interest-bearing net debt, MSEK 3,019 -384 591 1,080 1,239 Interest-bearing net debt excl. lease liabilities, MSEK 2,332 -969 45 399 609 Equity/assets ratio, % 35 60 56 48 46 Cash conversion, % 72 88 118 80 N/A Return on equity, % 3.2 9.0 8.8 6.0 4.0 Return on capital employed, % 7.1 10.6 9.6 8.9 5.4 Return on total capital, % 4.9 8.1 7.4 6.8 3.9 Depreciation according to plan, MSEK 504 254 254 271 271 Net investments, MSEK 1,766 144 107 150 103 - of which, attributable to corporate acquisitions & divestments, MSEK 1,473 -32 -9 66 40 Average number of employees 5,090 2,532 2,533 2,715 2,930 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. Financial targets – follow-up of outcomes 2025 2024 2023 2022 2021 Sales growth (Target: 4–8 percent over a business cycle), % +94 +8 -15 +8 +19 EBIT margin (Target: 7–9 percent over a business cycle), % 4.5 7.0 7.0 5.9 3.6 Cash conversion (Target: >80 percent over a business cycle), % 72 88 118 80 N/A Dividend as a share of profit after tax (Target: >30 percent over a longer period), % 0 0 60 64 0 See page 9 and “Definitions” on page 152 for a description of the ITAB Group’s financial targets. Items that do not belong to regular operations, known as non-recurring items (MSEK) 2025 2024 2023 2022 2021 Acquisition-related costs -65 -32 – – – Integration and restructuring costs -93 – – -40 -166 Capital loss on divestment of Group companies -1 -16 – – – Reserve for customer complaints -27 – – – – -186 -48 – -40 -166 Impact of non-recurring items on the income statement (MSEK) 2025 2024 2023 2022 2021 Gross profit -20 0 – -19 -59 EBITDA -183 -48 – -30 -157 Operating profit -183 -48 – -40 -166 Profit after net financial items -186 -48 – -40 -166 ===== SIDA 111 ===== 111 P.ITAB Group | Annual & Sustainability Report 2025 KEY RATIOS FIVE YEARS Comments on five years in summary Sales Total net sales have increased by approximately 110 percent over the past five years, primarily through the acquisition of HMY in 2025. In 2021, sales grew by MSEK 764, corresponding to +14 percent. Currency-adjusted sales increased by 19 percent, with organic growth accounting for 8 percent and the acquisition of Cefla Retail Solutions contribut - ing 11 percent. The sales trend was favourable throughout the entire year as societies and retailers opened up after lockdowns due to the pandemic. Sales to the Grocery and Home Improvements cus - tomer groups increased, while sales in Fashion were unchanged compared with the preceding year. The most significant growth took place in Southern and Eastern Europe. In 2022, sales grew by MSEK 781, corresponding to +13 percent. Currency-adjusted sales increased by 8 percent, with organic growth accounting for 6 percent and the acquisition of Checkmark in February 2022 contributing 2 percent. Organic growth was mainly attributable to implemented price increases and sta - ble underlying demand. The greatest sales increase took place in Central Europe. Growth was largest in Fashion and Home Improvements, but sales to Gro - cery and Other customer groups also increased. In 2023, sales decreased by MSEK 729, correspond - ing to -11 percent. Currency-adjusted sales fell by 15 percent. Sales of the Group’s loss prevention solutions increased during the year, while the year in other aspects was characterised by uncertainty regarding future economic trends, with rising inflation and inter - est rates. This had a negative impact on overall demand. The decline in sales was evident in all geo - graphic markets except for non-European countries. Sales in Grocery, Home Improvements and Fashion were negatively impacted, while Other customer groups developed more positively. In 2024, sales grew by MSEK 446, corresponding to +7 percent. Currency-adjusted sales increased by 8 per - cent. Overall, the sales performance for the full year was positive in several of ITAB’s solution areas and geographic markets, with multiple new and expanded contracts signed with both existing and new custom - ers. Sales were strongest in Northern, Central and East - ern Europe, while sales to countries outside Europe declined in relation to the strong comparative figures in the preceding year. While the Group’s largest cus - tomer group, Grocery, experienced the highest growth (14 percent), sales in Home Improvements and Fash - ion also increased during the year. Following the acquisition of HMY, sales grew by MSEK 6,195 in 2025, corresponding to +94 percent. Cur - rency-adjusted sales increased by 97 percent, with organic growth accounting for +4 percent and the acquisition of HMY contributing +93 percent (for 11 months, February–December). The overall sales trend for the new ITAB Group was positive, despite the oper - ations facing strong comparative figures for the previ - ous year, when a number of major customer projects were completed. At the same time, the Group has signed a number of new agreements with existing and new customers in several geographic markets. Pro forma sales increased most in DIY/Home Improvement compared with 2024, but demand in Grocery, Fashion/Apparel and Health & Beauty also grew during the year. The sales trend was strongest in Southern and Central Europe and the UK, while Northern Europe and the countries outside Europe faced strong comparative figures from last year. Profitability During the five-year period, operating profit varied between a minimum of MSEK 216 (2021) and a maxi - mum of MSEK 580 (2025). The operating margin during the period also varied between 3.6 percent (2021) and 7.0 percent (2024). Excluding non-recurring items (see summary on page 110), the operating margin varied between 6.0 percent (2025) and 7.7 percent (2024). Profit after net financial items amounted to between MSEK 147 (2021) and MSEK 438 (2024), and the profit margin was between 2.4 percent (2021) and 6.7 per - cent (2024). Profit for 2021 was positively impacted by increased sales and the ongoing efforts to transform the opera - tions under One ITAB, including completed production relocations and cost adaptations, more common ways of working, and more efficient and flexible mar - ket cultivation. At the same time, the sharp increase in raw material prices and shortages of certain compo - nents during the first two quarters of the year had a negative impact on all of the Group’s markets. Profit was negatively impacted by non-recurring items of MSEK -166 pertaining to restructuring costs. Profit for 2022 was positively impacted by the sales increase enabled by implemented price increases and currency effects. At the same time, shortages of certain electronic components and rapidly rising prices for raw materials, shipping and energy as well as lockdowns in China due to the COVID-19 pandemic at the start of the year had a negative impact on the gross margin. Profit was negatively impacted by non-recurring items of MSEK -40 pertaining to restruc - turing costs. In 2023, the increased share of sales of loss preven - tion and other technical solutions, implemented price increases and measures to reduce Group expenses gradually strengthened both the gross margin and the operating margin. At the same time, lower net sales had a negative impact on capacity utilisation and earnings in the Group. Profit was not impacted by any non-recurring items. The earnings trend for 2024 was strong, primarily driven by a relatively high gross margin combined with a positive sales trend. The gross margin strengthened due to the favourable product and customer mix, with an increased share of sales of ITAB’s technical solu - tions for loss prevention and self-service in stores in the past few years, but increased sales of customised shop fittings also positively impacted earnings. Contin - ued measures for increased sales, efficiency and cost adjustments, as well as improvements to capacity utili - sation at the Group’s production facilities, have yielded positive effects during the year. Profit was neg - atively impacted by non-recurring items of MSEK -48, mainly pertaining to costs in connection with the acquisition of HMY. The earnings performance in 2025 was stable, with most of the operations achieving profitability in line with or above set targets. At the same time, the Group also initiated measures to strengthen the long-term efficiency of Group companies that reported lower profitability. These operations are continually carrying out various sales activities and cost adaptations in dif - ferent areas. Increased sales of the Group’s technical solutions for loss prevention, such as smart gates, and self-checkouts during the year had a positive impact on the gross margin. Efforts to generate synergies related to purchasing, additional sales to the existing customer base and improved efficiency also started to have a positive impact on earnings. Profit was impacted by non-recurring items of MSEK -183, mainly pertaining to costs in connection with the acquisition and integration of HMY. The Group’s return on equity during the period aver - aged approximately 6.2 percent. Investments During the period, net investments, excluding corpo - rate acquisitions, amounted to a maximum of 2.7 per - cent of sales. The Group’s investments have mainly consisted of machinery with a focus on automated operations, high utilisation of resources, sustainability and cutting-edge technical development, generated development costs for proprietary products and solu - tions, and investments in shared operational support systems for the Group. Investments attributable to corporate acquisitions have focused on strengthening the Group’s position as a market-leading supplier of shop fittings to the Group’s selected customer groups and geographic markets, and on strengthening and supplementing the services and product portfolio in certain areas. In line with this, the Group acquired HMY, a leading Euro - pean supplier of shop fittings, checkouts and store design. The acquisition was completed on 31 January 2025, and HMY is consolidated in the ITAB Group as of 1 February 2025. Financial development The balance sheet total was MSEK 5,519 at the start of 2021 and MSEK 12,472 at year-end 2025. The changes in the balance sheet total are attributable to com - pleted acquisitions and divestments, investments in production facilities, and the new share issues con - ducted in autumn 2024 due to the acquisition of HMY. The expansion was achieved through positive cash flow from operating activities, bank financing, the recapitalisation and share issues in 2021, and the new share issue in 2024. Interest-bearing net debt (exclud - ing lease liabilities) amounted to MSEK 609 at year- end 2021 and increased to MSEK 2,332 at year-end 2025 due to the acquisition of HMY. The Group’s equity/assets ratio was 35 percent at year-end 2025. ===== SIDA 112 ===== 112 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Income Statement Group (MSEK) Note 2025 2024 Revenue from contracts with customers 6 12,780 6,585 Cost of goods sold 8, 9, 10, 11 -9,762 -4,728 Gross profit 3,018 1,857 Selling expenses 8, 9, 10, 11 -1,680 -1,000 Administrative expenses 8, 9, 10, 11 -728 -376 Other operating income 12 83 23 Other operating expenses 12 -113 -45 Operating profit 580 459 Financial income 14 24 49 Financial expenses 14 -260 -70 Profit after financial items 344 438 Tax expenses for the year 16 -186 -118 Net profit for the year – Continuing Operations 158 320 Profit from Discontinued Operations, net after tax 5 – 1 Net profit for the year 158 321 Net profit for the year attributable to: Parent Company shareholders 131 311 Non-controlling interests 27 10 Earnings per share, SEK 17 Including Discontinued Operations before dilution 0.51 1.38 Including Discontinued Operations after dilution 0.51 1.37 Excluding Discontinued Operations before dilution 0.51 1.37 Statement of Other Comprehensive Income Group (MSEK) Note 2025 2024 Net profit for the year 158 321 Other comprehensive income Items that will not be reclassified to the income statement: Revaluation of defined-benefit pension commitments 29 -3 -1 Tax relating to items not to be reclassified 16 1 0 -2 -1 Items that may be reclassified to the income statement: Translation difference on translation of foreign operations -106 100 Translation difference transferred to net profit for the year -1 40 Change in fair value of hedges of net investments 3 -8 Change in fair value of cash flow hedges -11 1 Change in fair value of cash flow hedges transferred to net profit for the year 5 -3 Tax on items that may be reclassified 16 1 2 25 -109 132 Total other comprehensive income -111 131 Comprehensive income for the year 47 452 Comprehensive income for the year attributable to: Parent Company shareholders 39 433 Non-controlling interests 8 19 ===== SIDA 113 ===== 113 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Statement of Financial Position Group (MSEK) Note 2025 2024 Assets Non-current assets Intangible assets Goodwill 18 3,897 1,844 Other intangible assets 10, 18 1,239 220 6 5,136 2,064 Property, plant and equipment Buildings and land 10, 19, 22 1,359 905 Plant and machinery 10, 19, 22 354 218 Equipment, tools and installations 10, 19, 22 207 108 Construction in progress and advance payments for property, plant and equipment 19 15 19 6 1,935 1,250 Financial assets Shares and participations 5, 20 – 23 Non-current derivative receivables 21 1 5 Long-term investments 21, 35 55 96 Other financial non-current receivables 21 28 16 84 140 Deferred tax assets 16 161 93 Total non-current assets 7,316 3,547 Current assets Inventories 23 1,320 799 Accounts receivable 21 2,328 1,008 Current tax assets 32 36 Current derivative receivables 21 7 3 Other receivables 21 211 76 Prepaid expenses and accrued income 6, 21, 24 282 99 Short-term investments 21, 35 5 – Cash and cash equivalents 21 971 1,513 Total current assets 5,156 3,534 Total assets 12,472 7,081 (MSEK) Note 2025 2024 Equity and liabilities Equity Share capital 109 109 Other contributed capital 1,904 1,911 Translation and hedging reserve 136 226 Profit brought forward including net profit for the year 2,025 1,882 Equity attributable to Parent Company shareholders 4,174 4,128 Non-controlling interests 218 134 Total equity 25, 26, 27 4,392 4,262 Non-current liabilities Liabilities to credit institutions 21 2,979 565 Non-current lease liabilities 21, 22 520 433 Non-current derivative liabilities 21 2 – Other non-current liabilities 21 32 5 Provisions for pensions and similar obligations 29 105 32 Provision for deferred tax liabilities 16 279 44 Other non-current provisions 30 33 15 Total non-current liabilities 3,950 1,094 Current liabilities Liabilities to credit institutions 21 372 56 Current lease liabilities 21, 22 167 152 Overdraft facilities 21, 28 18 27 Advance payments from customers 6, 21 325 72 Accounts payable 21 1,939 817 Current tax liabilities 91 65 Other liabilities 21 225 111 Accrued expenses and prepaid income 6, 21, 31 944 413 Current provisions 30 49 12 Total current liabilities 4,130 1,725 Total equity and liabilities 12,472 7,081 ===== SIDA 114 ===== 114 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Statement of Changes in Equity Group (MSEK) Note Share capital Other contributed capital Other reserves (see Note 25) Profit brought forward Attributable to Parent Company shareholders Attributable to non-controlling interests Total equity Equity as of 1 January 2024 25, 26 93 1,093 103 1,760 3,049 159 3,208 Net profit for the year 311 311 10 321 Revaluation of defined-benefit pension commitments -1 -1 0 -1 Translation difference, foreign operations 131 131 9 140 Hedging of net investment -6 -6 -6 Hedging of cash flow -2 -2 -2 Comprehensive income for the year 123 310 433 19 452 Dividends -161 -161 -15 -176 Acquisition of non-controlling interests 5 18 18 -29 -11 Share incentive program 8, 27 3 3 3 Repurchase of own ordinary shares 27 -45 -45 -45 Bonus issue 27 1 -1 0 0 Cancellation of ordinary shares 27 -1 1 0 0 New issue of ordinary shares 27 16 815 831 831 Equity as of 31 December 2024 25, 26 109 1,911 226 1,882 4,128 134 4,262 Equity as of 1 January 2025 25, 26 109 1,911 226 1,882 4,128 134 4,262 Net profit for the year 131 131 27 158 Revaluation of defined-benefit pension commitments -2 -2 0 -2 Translation difference, foreign operations -88 -88 -19 -107 Hedging of net investment 2 2 2 Hedging of cash flow -4 -4 -4 Comprehensive income for the year -90 129 39 8 47 Dividends 0 -31 -31 Acquisitions and divestments of partly owned companies 5 0 107 107 Share incentive program 8, 27 -4 -10 -14 -14 Sale of own ordinary shares 27 24 24 24 Issue costs 27 -3 -3 -3 Equity as of 31 December 2025 25, 26 109 1,904 136 2,025 4,174 218 4,392 ===== SIDA 115 ===== 115 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Statement of Cash Flows Group Indirect method (MSEK) Note 2025 2024 Operating activities Operating profit 580 459 Adjustment for items not included in the cash flow depreciation and amortisation 10, 22 504 254 impairment losses of current assets 32 42 adjustment for pensions and other provisions 50 4 non-cash items from discontinued operations 5 1 16 other items 13 5 Total 1,180 780 Interest received 22 28 Interest paid -231 -75 Tax paid -124 -80 Cash flow from operating activities before changes in working capital 847 653 Change in working capital Change in inventories (increase -/decrease +) 22 -29 Change in operating receivables (increase -/decrease +) -35 -172 Change in operating liabilities (increase +/decrease -) -49 172 Total change in working capital -62 -29 Cash flow from operating activities 785 624 Investing activities Business combinations/acquisitions of Group companies for the year, effect on cash and cash equivalents 5 -1,474 -35 Divestment of Group companies 5, 12 1 67 Investments in intangible assets 18 -205 -117 Divestment of intangible assets 12, 18 17 0 Investments in property, plant and equipment 19 -112 -73 Divestment of property, plant and equipment 12, 19 7 14 Cash flow from investing activities -1,766 -144 Cash flow after investing activities -981 480 Financing activities New share issue and issue costs 27 -3 831 Sale of own ordinary shares 8, 25 24 – Conclusion of long-term incentive program (LTIP2022) 8, 25 -26 – Repurchase of own ordinary shares 27 – -45 Repayment of loans 21 -923 -67 Repayment of lease liabilities 21 -171 -128 New loans raised 21 1,624 20 Change in operating receivables 39 -3 Dividend paid to non-controlling interests -31 -15 Dividend paid to shareholders – -161 Cash flow from financing activities 533 432 Cash flow for the year -448 912 Cash and cash equivalents at the start of the year 1,513 578 Translation differences on cash and cash equivalents -94 23 Cash and cash equivalents at the end of the year 971 1,513 ===== SIDA 116 ===== 116 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Income Statement Parent Company (MSEK) Note 2025 2024 Net sales 7 257 198 Cost of goods sold 7, 8, 9, 11 -27 -24 Gross profit 230 174 Selling expenses 7, 8, 9, 10, 11 -150 -140 Administrative expenses 7, 8, 9, 10, 11 -132 -63 Other operating income 12 4 7 Other operating expenses 12 -16 -8 Operating profit -64 -30 Income from participations in Group companies 13 298 99 Expenses from participations in Group companies 13 -14 -16 Financial income 14 222 41 Financial expenses 14 -169 -87 Profit after financial items 273 7 Year-end appropriations 15 68 40 Profit before tax 341 47 Tax expenses for the year 16 -13 5 Net profit for the year 328 52 Statement of Other Comprehensive Income Parent Company (MSEK) Note 2025 2024 Net profit for the year 328 52 Other comprehensive income – – Comprehensive income for the year 328 52 Balance Sheet Parent Company (MSEK) Note 2025 2024 Assets Non-current assets Property, plant and equipment Equipment, tools and installations 10, 19 3 3 Financial assets Participations in Group companies 20 3,826 2,095 Non-current receivables with Group companies 21 1,679 – Non-current receivables 21 6 1 Other non-current assets Deferred tax assets 16 5 21 Total non-current assets 5,519 2,120 Current assets Receivables with Group companies 21 479 135 Current tax assets 1 0 Other receivables 21 29 3 Prepaid expenses and accrued income 24 21 43 Cash and bank balance 21 171 1,231 Total current assets 701 1,412 Total assets 6,220 3,532 Equity and liabilities Equity Restricted equity Share capital 109 109 Statutory reserve 7 7 116 116 Non-restricted equity Share premium reserve 1,895 1,898 Profit brought forward 363 304 Net profit for the year 328 52 2,586 2,254 Total equity 25, 26, 27 2,702 2,370 Non-current liabilities Liabilities to credit institutions 21 2,876 565 Provision for pensions 6 1 Other non-current liabilities 6 – Total non-current liabilities 2,888 566 Current liabilities Liabilities to credit institutions 221 – Accounts payable 9 3 Liabilities to Group companies 372 553 Other liabilities 2 0 Accrued expenses and prepaid income 31 26 40 Total current liabilities 21 630 596 Total equity and liabilities 6,220 3,532 ===== SIDA 117 ===== 117 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Statement of Changes in Equity Parent Company Restricted equity Non-restricted equity (MSEK) Note Share capital Statutory reserve Share premium reserve Profit brought forward Net profit for the year Total equity Equity as of 1 January 2024 93 7 1,083 466 41 1,690 Previous year’s profit transferred 41 -41 0 Net profit for the year 52 52 Dividends paid -161 -161 Repurchase of own ordinary shares 27 -45 -45 Share incentive program 8 3 3 Bonus issue 27 1 -1 0 Cancellation of ordinary shares 27 -1 1 0 New issue of ordinary shares 27 16 815 831 Equity as of 31 December 2024 25, 26 109 7 1,898 304 52 2,370 Equity as of 1 January 2025 109 7 1,898 304 52 2,370 Previous year’s profit transferred 52 -52 0 Net profit for the year 328 328 Share incentive program 8, 27 -17 -17 Sale of own ordinary shares 27 24 24 Issue costs 27 -3 -3 Equity as of 31 December 2025 25, 26 109 7 1,895 363 328 2,702 ===== SIDA 118 ===== 118 P.ITAB Group | Annual & Sustainability Report 2025 FINANCIAL STATEMENTS Statement of Cash Flows Parent Company (MSEK) Note 2025 2024 Operating activities Operating profit -64 -30 Adjustment for items not included in the cash flow depreciation charged to operating profit 1 1 non-cash items from discontinued operations 13, 20 – -1 other items 11 7 Total -52 -23 Dividends received from subsidiaries 13 298 98 Interest received 99 39 Interest paid -183 -62 Tax paid -1 0 Cash flow from operating activities before change in working capital 161 52 Change in working capital Change in operating receivables (increase -/decrease +) -15 6 Change in operating liabilities (increase +/decrease -) -3 3 Total change in working capital -18 9 Cash flow from operating activities 143 61 Investing activities Acquisitions of subsidiaries 20, 36 -1,811 -32 Repayment of capital from subsidiaries 20 81 8 Investments in property, plant and equipment 19 0 0 Cash flow from investing activities -1,730 -24 Cash flow after investing activities -1,587 37 Financing activities New share issue and issue costs -3 831 Repurchases of own shares 0 -45 Conclusion of own ordinary shares 8, 25 24 – End of long-term incentive program (LTIP2022) 8, 25 -26 – Repayment of loans -885 -40 New loans raised 3,429 0 Lending from/to Group companies -2,080 277 Group contributions 15 68 40 Dividend paid to shareholders – -161 Cash flow from financing activities 527 902 Cash flow for the year -1,060 939 Cash and cash equivalents at the start of the year 1,231 292 Cash and cash equivalents at the end of the year 171 1,231 ===== SIDA 119 ===== 119 P.ITAB Group | Annual & Sustainability Report 2025 NOTES Notes Note 1 General information 120 Note 2 Material information on accounting policies 120 Note 3 Important estimates and assessments 124 Note 4 Financial risk management 124 Note 5 Corporate acquisitions and divestments 126 Note 6 Revenue from contracts with customers 128 Note 7 Purchases and sales between Parent Company and subsidiaries 128 Note 8 Personnel and senior executives 129 Note 9 Remuneration to auditors 133 Note 10 Depreciation, amortisation and impairment losses 133 Note 11 Costs divided by type of cost 133 Note 12 Other operating income and expenses 133 Note 13 Profit from participations in Group companies 134 Note 14 Financial income and expenses 134 Note 15 Year-end appropriations 134 Note 16 Tax 135 Note 17 Earnings per share 136 Note 18 Intangible assets 137 Note 19 Property, plant and equipment 138 Note 20 Participations in Group companies, associated companies, and other shares and participations 139 Note 21 Financial assets and liabilities 141 Note 22 Leases 145 Note 23 Inventories 145 Note 24 Prepaid expenses and accrued income 145 Note 25 Equity 146 Note 26 Allocation of profits 147 Note 27 Repurchases of own shares and new share issue 148 Note 28 Overdraft facilities 148 Note 29 Provisions for pensions 148 Note 30 Other provisions 149 Note 31 Accrued expenses and prepaid income 149 Note 32 Pledged assets 149 Note 33 Contingent liabilities 149 Note 34 Transactions with related parties 149 Note 35 Inflation adjustment Argentina and Türkiey 149 Note 36 Events after the balance sheet date 150 119P.ITAB Group | Annual & Sustainability Report 2025 ===== SIDA 120 ===== 120 P.ITAB Group | Annual & Sustainability Report 2025 NOTES All amounts are in MSEK unless otherwise stated.. Note 1 General information ITAB Shop Concept AB (publ), corporate registration number 556292-1089, is a Swedish-registered limited liability company with its registered office in Jönköping, Sweden. The address of the company’s head office is Instrumentvägen 2 (visiting address), Box 9054, 550 09 Jönköping, Sweden. ITAB Shop Concept AB develops, manufactures, sells, and installs complete store concepts for retail chain stores. The Parent Company’s ordinary shares are listed on Nasdaq Stockholm. ITAB’s Annual Report includes the consolidated accounts including the Parent Company and its sub - sidiaries, jointly referred to as the Group. The content of the Annual Report and consolidated accounts was decided on 23 March 2026 and approved for issue by the Board on 31 March 2026. Note 2 Material information on accounting policies Compliance with standards and laws The consolidated accounts have been prepared in accordance with the International Financial Reporting Standards as adopted by EU (IFRS® Accounting Stan - dards) issued by the International Accounting Stan - dards Board (IASB). Furthermore, relevant sections of the Swedish Annual Accounts Act and the Swedish Corporate Reporting Board’s recommendation RFR 1 have been applied. The Parent Company applies the Swedish Annual Accounts Act and the Swedish Corporate Reporting Board’s recommendation RFR 2. For more information, refer to the section “Parent Company accounting poli - cies”. Basis for preparation of the financial statements The Parent Company’s functional currency is Swedish krona (SEK). This means that the financial statements for the Parent Company and the Group are presented in the reporting currency SEK, rounded off to the nearest million SEK. New and amended standards and interpretations introduced 2025 Company management’s assessments of relevant amendments and interpretations of existing standards that entered into force as of 1 January 2025 have not had any significant impact on the Group’s or the Parent Company’s financial statements. Issued new and amended standards and interpreta- tions that have not yet been applied by the Group A number of new standards and interpretations will enter into force for financial years commencing on 1 January 2026 or later and have not been applied in the preparation of this financial report. The IASB has issued a new standard which will take effect as of 1 January 2027, IFRS 18 Presentation and Disclosure in Financial Statements (published on 9 April 2024 and approved by the EU on 13 February 2026). The company is currently evaluating the effects of the introduction of IFRS 18. The standard is primarily expected to impact the presentation of the financial statements and the disclosure requirements in the financial statements. The most significant impact will be seen in the presentation of the statement of com - prehensive income and in cash flow and related key ratios. No new standards, amended standards or IFRIC interpretations published by the IASB are expected to have any material impact on the financial statements of the Group or the Parent Company. Consolidated accounts The consolidated accounts include the Parent Com - pany, ITAB Shop Concept AB, and the companies in which ITAB Shop Concept AB, directly or indirectly, has a controlling influence as of the balance sheet date. Business combinations Business combinations are recognised in accordance with the acquisition method. In the case of acquisi - tions of partly owned subsidiaries, non-controlling interests are recognised at a proportionate share of the identified net assets. For acquisitions, the entity approach has been applied, which means that all assets and liabilities as well as income and expenses are included in their entirety, including for partly owned subsidiaries, which impacts recognised goodwill linked to the acquisition. Goodwill that has arisen in a corporate acquisition is assessed at least annually if there is an impairment requirement. Refer to the section on intangible assets below. Additional purchase considerations are classi - fied as liabilities that are financial instruments and measured at fair value, while any resulting profit or loss is recognised in the income statement as other oper - ating income or expenses. Translation of foreign currency Functional currency and reporting currency Items in the financial statements for the various Group units are measured in the currency used in the finan - cial environment where each company primarily con - ducts its business (functional currency). The consoli - dated accounts employ SEK, which is the Parent Company’s functional currency and thus the Group’s reporting currency. ITAB primarily uses the exchange rates of the European Central Bank (ECB) when trans - lating foreign currencies. For currencies for which the ECB does not publish exchange rates, other official, reliable market sources are used for the translation of foreign currency. Transactions and balance sheet items in foreign currencies Transactions in foreign currencies are translated to the functional currency at the exchange rate from ECB prevailing on the transaction date. Exchange rate gains and losses incurred when pay - ing for such transactions and when converting mone - tary assets and liabilities in foreign currency at the closing day rate are recognised in profit or loss. Excep - tions include when monetary assets and liabilities comprise hedging of net investments in foreign opera - tions, in which case exchange rate differences are recognised in “Other comprehensive income”. A pre - requisite is that the hedging transactions satisfy the necessary requirements as regards hedge account- ing. Exchange rate differences on interest-bearing loan receivables and borrowings are recognised as financial income and expenses; other exchange rate differences are recognised in operating profit. Foreign Group companies The profit and financial position of all Group compa - nies with a functional currency other than the report - ing currency are translated to the Group’s reporting currency as follows: (i) assets and liabilities for each balance sheet are translated at the closing day rate, (ii) income and expenses for each income state - ment are translated at the average exchange rate (unless this average rate is not a reasonable approxi - mation of the accumulated effect of the rates prevail - ing on the transaction date, in which case income and expenses are translated as of the transaction date), (iii) all translation differences that arise are recog - nised in “Other comprehensive income”. Countries with a hyperinflationary currency are recog - nised in accordance with IAS 29, with all components of the subsidiaries’ financial statements restated at the closing day rate. The translation difference arising from translation to SEK is transferred to other compre - hensive income. In 2024 and 2025, Argentina and Türkiey were defined as countries with hyperinflationary cur - rencies. Refer to Note 35. Goodwill and other assets and liabilities that arise when acquiring foreign operations are treated as assets and liabilities for these operations and trans - lated at the closing day rate. Revenue from contracts with customers The Group recognises revenue when the commit- ments to supply promised goods or services are ful - filled according to identified customer contracts, excluding VAT, discounts and returns and after elimi - nation of intra-Group sales. The ITAB Group sells, develops, produces and distrib - utes shop fittings and equipment to chain-based custo mers. Most of ITAB’s customers are major chain stores that operate internationally and have stores in several countries. As ITAB sells customised store con - cepts and often sets a price for a combined product and service, the revenue types are not recognised separately. Revenue recognition for sales takes place in the period when control has passed to the customers, which normally takes place when all material risks and rewards associated with ownership have been trans - ferred to the buyer. As a result, the Group no longer has any involvement that is associated with ownership and does not exercise any real control. In the event of revenue from concept sales including service assign - ments, revenue recognition takes place over time based on the degree of completion on the balance sheet date, when the Group will probably receive eco - nomic benefits associated with the assignment and reliable calculations can be performed. The degree of completion is determined on the basis of expenditure incurred in relation to calculated total costs. Antici - pated losses are expensed immediately. ===== SIDA 121 ===== 121 P.ITAB Group | Annual & Sustainability Report 2025 NOTES Note 2 cont. Pensions The Group’s pension plans are mostly defined-contri - bution plans. The costs for these plans are recognised as personnel costs in operating profit during the period in which the employees perform the services to which the contribution refers. The Swedish subsidiaries have a defined-benefit ITP plan via Alecta. At present, Alecta cannot provide the required information for the Group to be able to recognise this plan in the balance sheet in accordance with IAS 19. Pension commit- ments that have not been taken over by insurance companies or secured in some other way with an external party are recognised as provisions in the bal - ance sheet. Intangible assets Capitalised expenses for development work Development expenses where the results are used to plan or create production of new or greatly improved processes or products are capitalised if it is deemed that the process or product is technically and com - mercially viable. The expenses are recognised as an asset in the balance sheet from the time when the future technical and commercial feasibility of the product has been established, the company has the resources to complete the development process to thereafter use or sell the intangible asset, and it is fea - sible that the product will generate future economic benefits. The carrying amount includes expenses for material, direct expenses and indirect expenses that can reasonably and consistently be attributed to the asset. Capitalised development expenditure is recognised at cost less accumulated amortisation and any impairment. Amortisation is recognised in profit or loss over the estimated useful life of the capitalised devel - opment expenditure. Amortisation commences from the time the asset is available for use. The estimated useful life varies between three and ten years. Esti - mated useful lives are reassessed every year. Trademarks, patents and similar rights Trademarks, patents and similar rights are recognised at cost less accumulated amortisation. Amortisation is carried out on a straight-line basis over the estimated useful life of five to ten years. Estimated useful lives are reassessed every year. Goodwill The factors that constitute ITAB’s recognised goodwill are primarily synergy effects in production, logistics, staff, know-how and effective organisation. Goodwill is recognised as an intangible asset with an indetermin - able useful life and is tested for impairment annually at year-end or when there is an indication of possible impairment losses; refer to the section on Impairment in Note 3. A cash-generating unit (IAS 36) is defined as the smallest identifiable group of assets that, in continu - ous use, generates cash inflows that are essentially independent of other assets or groups of assets. No distribution of the Group’s goodwill has been per - formed since all ITAB companies’ activities and cash inflows are highly dependent on each other. Goodwill arising from this year’s acquisition of HMY has been tested separately within the acquired units for the year. The HMY Group operated in a similar manner to ITAB and as the integration with the ITAB Group began immediately after closing, no distribution of goodwill will be performed going forward. The recoverable value has been determined based on the unit’s value in use, which consists of the present value of estimated future cash flows. Identification of projected cash flows is based in part on an assess - ment of the expected rate of growth of the business in accordance with forecasts prepared by company management for the next four years. The company uses weighted average cost of capital (WACC) to dis - count projected cash flows and estimate the cash-generating unit’s value in use, refer to Note 18. Leases ITAB is only a lessee, not a lessor. At the commence - ment date of a lease, the company determines the lease term as the non-cancellable period, together with periods covered by an extension or termination option if it is reasonably certain that the option will be exercised. The lease liability is measured at the pres - ent value of the lease payments that were not paid at the commencement date. Lease payments are dis - counted with the rate implicit in the lease if it can be determined; otherwise ITAB’s incremental borrowing rate at the commencement date is used. ITAB’s lease portfolio consists mainly of real estate, machinery and vehicles. ITAB applies the practical exemptions in IFRS 16 regarding short-term leases, which are defined as leases where the initial lease term is a maximum of 12 months after consideration of extension options, and leases where the underlying asset is of a low value, which in the Group includes office equipment. ITAB does not apply IFRS 16 for intan - gible assets. Non-lease components are expensed and are not recognised as part of the right of use or lease liability. Property, plant and equipment Property, plant and equipment are measured at cost less deductions for accumulated depreciation according to plan and any impairment losses. Depreciation is carried out systematically over the assets’ expected useful life and commences after the non-current asset has been taken into operation. The Group applies component depreciation, which means that each part of property, plant and equip - ment with a cost that is significant in relation to the combined cost of the asset is depreciated separately. Land is not depreciated. Depreciation plan Buildings 10–40 years Land improvements 10–20 years Improvements to others’ property 10–20 years Machinery and equipment 3–10 years Depreciation plan for right-of-use assets Buildings, production 8–15 years Buildings, offices and warehouses 3–10 years Machinery and equipment 3–10 years The useful life and residual values of assets are reviewed regularly and adjusted regularly as needed. Financial instruments Financial instruments include cash and cash equiva - lents, loan receivables, accounts receivable, accounts payable, current and non-current borrow - ings, and derivative instruments. Classification of financial assets and liabilities A financial instrument is classified on initial recogni - tion according to the purpose for which the instrument was acquired. The Group divides up its financial assets and liabilities into debt instruments, equity instruments and derivatives such as hedging instru - ments in hedge accounting. Debt instruments The classification of financial assets that are debt instruments is based on the Group’s business model for the management of the asset and the nature of the asset’s contractual cash flows. The instruments are classified at: amortised cost or fair value through profit or loss. Financial liabilities are classified at amortised cost or at fair value through profit or loss. Financial assets measured at amortised cost are non-derivative financial assets with payments that are established or can be established and that are not traded on an active market. Receivables of this type normally arise when the Group pays cash to a coun - terparty or supplies a customer with goods or services without the intent of converting the receivable that arises. Loan receivables, cash and cash equivalents, and accounts receivable are recognised at the amount that is expected to be received after deduc - tions for expected credit losses. All loan receivables and accounts receivable are assessed individually. The anticipated maturity of accounts receivable is short, which is why the value is recognised at the nom - inal amount. Financial assets measured at fair value through profit or loss include financial assets available for sale and financial assets that have been identified as being measured at fair value through profit or loss. Financial instruments in this category are initially recognised at fair value. Changes in fair value are recognised in profit or loss. Derivatives are classified at fair value through profit or loss if the instrument has not been identified as a hedging instrument in hedge account- ing or is ineffective. Financial liabilities measured at amortised cost . This category includes loans, other financial liabilities, accounts payable, financial accrued expenses and prepaid income. Financial liabilities recognised at amortised cost are initially measured at fair value including transaction costs. After initial recognition, they are measured at amortised cost according to the effective interest method. Financial liabilities measured at fair value through profit or loss include financial liabilities that have ini - tially been attributed to the relevant category as well as derivative liabilities if the instrument has not been identified as a hedging instrument in hedge account- ing or is ineffective. Changes in the fair value of finan - cial instruments are recognised in profit or loss for the ===== SIDA 122 ===== 122 P.ITAB Group | Annual & Sustainability Report 2025 NOTES Note 2 cont. period in which they arise. Additional purchase con - siderations in connection with business combinations are classified as financial liabilities measured at fair value through profit or loss. Equity instruments The Group classifies equity instruments at fair value through profit or loss. Derivatives as hedging instruments in hedge accounting Hedging of net investments in foreign operations and future cash flows are recognised according to the principles for hedge accounting. When the transac - tion is entered into, the relationship between the hedging instrument and the hedged item is assessed and analysed against the Group’s objective for risk management in respect of hedging. An assessment of whether the hedging instruments used in hedging transactions are effective when it comes to countering changes in fair value or the cash flows that are attrib - utable to the hedged items is performed when hedging is entered into and continually during the hedging period. Hedging of net investments in foreign operations Investments in foreign subsidiaries (net assets including goodwill) have to a certain extent been hedged through loans in foreign currency. The exchange rate gain or loss in respect of borrowing that is deemed to be effective hedging is recognised as a translation dif - ference when translating foreign operations in other comprehensive income. The ineffective portion is recog nised immediately in net financial items in the income statement. Profit that has been recognised under other comprehensive income is transferred to the income statement when the foreign operation has been divested. In addition to loans in foreign currencies, the Group uses currency futures to hedge net assets in foreign currencies. The fair value of currency hedges is recog - nised as a change in the fair value of hedges of net investments in other comprehensive income. Any in - effectiveness is recognised immediately in net finan - cial items in the income statement. Hedging of future cash flows The derivative instruments used for hedging projected interest expenses and forecast cash flow in a foreign currency are recognised in the balance sheet at fair value. Any gain or loss is recognised as a change in the fair value of cash flow hedges in other comprehen - sive income until the hedged flow is recognised in the income statement, at which time the hedged instru - ment’s accumulated change in value is transferred to net profit for the year to meet the earnings effects of translated foreign cash flows. Impairment of financial assets The Group’s financial assets, apart from those that are classified at fair value through profit or loss, are cov - ered by impairment for expected credit losses. In addi - tion to this, the impairment covers lease receivables and contract assets that are not measured at fair value through profit or loss. Impairment for credit losses according to IFRS 9 is forward-looking, and a loss allowance is made when there is exposure to credit risk, normally on initial recognition. Expected credit losses reflect an objective, probability-weighted outcome that gives consideration to most scenarios based on reasonable and verifiable forecasts for the anticipated remaining term. The financial assets are recognised in the balance sheet at amortised cost, meaning net of gross value and loss allowance. Changes in the loss allowance are recognised in profit or loss. Inventories Inventories are measured at the lower of cost or net realisable value and in accordance with first-in, first- out (FIFO) method. Alternatively, weighted average prices are used. The same method is used for all goods with a similar nature in each company. For manufactured goods and work in progress, cost includes a reasonable portion of the indirect costs based on a normal capacity. Deductions are made for internal gains that arise through sales between companies in the Group. An assessment of the provision for obsolescence is conducted on an ongoing basis for inventories that have not moved for more than 12 months, alternatively if other relevant circumstances. The assessment of value is carried out for individual items. Transactions with related parties Related companies are defined as those companies included in the Group as well as companies in which related physical persons have a controlling, joint con - trolling or significant influence. Related physical per - sons are defined as Board members, senior executives and close family members of such persons. Informa - tion about transactions with related parties is pre - sented in Note 34. The current Board and Group mana gement are presented on pages 107-108. Share-based payment ITAB has long-term share-based incentive programs that enable employees to acquire shares in the Parent Company. The Group and the Parent Company recog - nise these programs in accordance with IFRS 2 Share- based Payment . The fair value of allocated share rights is recognised as a personnel cost with a corre - sponding increase of equity. Fair value is calculated at the time of allocation and is distributed over the vesting period. The fair value of the allocated share rights is calculated taking into account market condi - tions and conditions that are not vesting conditions as well as the prerequisites that applied at the time of allocation. The cost recognised corresponds to the fair value of an estimate of the number of shares expected to be vested taking into account service conditions and performance conditions that are not market con - ditions. This cost is adjusted in subsequent periods to ultimately reflect the actual number of shares vested. However, an adjustment is not made when forfeiture is only due to market conditions and/or conditions that are not vesting conditions not being met. Social security contributions attributable to share- based instruments for employees as remuneration for purchased services are expensed distributed over the periods in which the services are rendered. Provisions for social security contributions are based on the fair value of the share rights on the reporting date. Disclosures on share-based payment are presented in Note 8 Personnel and senior executives as well as Note 25. Operating segments Identification of operating segments has been per - formed in four stages: identifying the company’s chief operating decision-maker, identifying the business activities, determining whether discrete financial infor - mation is available for the business activities, and determining whether this information is reviewed regu - larly by the company’s chief operating decision maker. The definition according to IFRS 8 has thereafter been used to define the Group’s operating segments. The company’s chief operating decision-maker is identified as the Board of Directors, see page 107. Profit at company level, or aggregated company level, are not used as a basis for decisions on the allocation of resources. Various parameters in customer projects based primarily on strategic aspects are used as a basis instead. The majority of the Group’s sales are made to major global customers, which is why the ITAB Group has a local presence in many countries. Decisions are made at Group level, meaning, for example, that pricing takes place in relation to a par - ticular customer. Pricing can entail an uneven alloca - tion of resources between different Group units in order for the Group to secure an order. The various units’ level of revenue and profit are consequently highly dependent on the Group’s other companies, which is one reason why profit is not used as a basis for decisions on the allocation of resources. Another reason is that the supporting data for deci - sions on the allocation of production resources is not determined by the various units’ profit, rather by the conditions that exist in various customer projects as regards the most effective production for the Group as a whole. This can entail that certain units are allo - cated resources for production that are not favourable from the individual unit’s perspective, but that are deemed to be the best decision from a Group per - spective. The corresponding argument also applies to other parameters, such as design, construction, mar - keting, installation, development, etc. This business model entails that a large portion of the decisions that affect the Group’s various compa - nies are taken centrally. ITAB does not have any inde - pendent financial information regarding products or product groups since the majority of sales take the form of concept sales, with a combination of several products and services. These conditions mean that profit is not used as a basis for decisions regarding the allocation of resources to various parts of the company, and that the Group only comprises one operating segment. Parent Company accounting policies The Parent Company has prepared its annual accounts in accordance with the Swedish Annual Accounts Act and the Swedish Corporate Reporting Board’s recommendation RFR 2. The Swedish Corpo - rate Reporting Board’s recommendations for listed companies have also been applied. ===== SIDA 123 ===== 123 P.ITAB Group | Annual & Sustainability Report 2025 NOTES Note 2 cont. Presentation of income statement and balance sheet The Parent Company uses the presentation formats specified in the Swedish Annual Accounts Act, which means for example that a different presentation of equity is applied and that provisions are recognised under a separate heading in the balance sheet. For the Parent Company, equity is presented divided into non-restricted and restricted equity. Leases In the Parent Company, IFRS 16 is not applied. Instead, lease payments are recognised as an expense on a straight-line basis over the lease term. Group contributions, shareholder contributions and dividends Group contributions are recognised according to RFR 2’s alternative rule, which means that received and paid Group contributions are recognised as year-end appropriations in the income statement. Shareholder contributions are recognised directly against equity for the recipient and capitalised in shares and participations for the provider to the extent impairment is not required. Dividends received are recognised as revenue when the right to receive dividends has been determined. Participations in subsidiaries Participations in subsidiaries are recognised in the Parent Company according to the acquisition method. The investments’ impairment requirements are tested annually or when there is a risk that the carrying amount of the investment is higher than the replacement cost. Dividends from subsidiaries are recognised as finan - cial income. When dividends stem from gains earned before the acquisition, the item must be tested for impairment. Financial instruments As a result of the relationship between accounting and taxation, the rules relating to financial instruments are not applied according to IFRS 9 in the Parent Com - pany as a legal entity. Instead, the Parent Company applies the cost method in accordance with the Swedish Annual Accounts Act. In the Parent Company, financial non-current assets are thus measured at cost and financial current assets according at the lower of cost or net realisable value, with impairment of expected credit losses applied according to IFRS 9 in respect of assets that are debt instruments. For other financial assets, impairment is based on market values. Derivatives are recognised according at the lower of cost or net realisable value. ===== SIDA 124 ===== 124 P.ITAB Group | Annual & Sustainability Report 2025 NOTES Note 3 Important estimates and assessments The preparation of financial reports requires that the company management makes assessments and uses estimates and assumptions that affect recognised amounts in the consolidated accounts. These esti - mates, assessments and related assumptions are based on experience and other factors that are deemed reasonable in the prevailing circumstances. The actual results may deviate from these estimates. The estimates, assessments and assumptions are reas - sessed regularly. Changes to estimates and assess - ments are recognised in the period in which the change takes place as well as in future periods if these periods are affected. Below are the estimates and assessments that, in the company management’s opinion, are important for recognised amounts in the financial statements and for which there is a significant risk that future events or new information could result in them changing. Business combinations The measurement of identifiable assets and liabilities in conjunction with the acquisition of subsidiaries or operations involves items in the acquired company’s balance sheet, as well as items that have not been recognised in the acquired company’s balance sheet such as customer relationships, being measured at their fair value. In the case of acquisitions, the purchase consideration and any additional purchase consider - ation may also be assessed. There are normally no publicly listed prices for the assets and liabilities that are to be measured, whereupon various measure - ment techniques must be applied. These measure - ment techniques are based on a number of different assumptions. For a production-intensive company like ITAB, non-current assets, inventories and accounts receivable are significant items in the balance sheet that can be difficult to measure and assess. The measurement of identifiable assets and liabilities is also dependent on the accounting environment in which the acquired company/business has operated. Assessments are made regarding the extent of the adaptations that are required to the Group’s account - ing policies, the frequency with which final accounts are prepared as well as access to data that may be required to measure identifiable assets and liabilities. All balance sheet items are thereby subject to esti - mates and assessments. This also means that a pre - liminary measurement is performed and subsequently adjusted. All acquisition calculations are subject to final adjustment at the latest one year after the time of the acquisition. With due consideration to the above description and the practical potential to compile and present all individual adjustments in a way that bene - fits the person reading the Annual Report, ITAB has decided, provided this is not a case of material adjust - ments, not to specify separately for each individual acquisition the reasons why the initial reporting of the business combination is preliminary, nor the assets and liabilities for which the initial reporting is preliminary. Impairment testing for goodwill, other intangible assets and other non-current assets Important sources of uncertainty in estimates Goodwill is not amortised, rather impairment testing is performed annually instead. Other intangible assets and other non-current assets are amortised or depre - ciated over the period in which company manage - ment estimates that the asset will be used. In addition, regular assessments are performed as to whether there is any indication of a need for impairment. Impairment testing is based on a review of the recover - able amount. The value is estimated based on com - pany management’s calculations of future cash flows, which are based on internal business plans and fore - casts. Estimates and assessments Company management’s judgement is required when it comes to impairment, particularly when assessing: – whether an event has occurred that can affect the values of the assets, – whether an asset’s carrying amount can be con - firmed by the discounted present value of future cash flows, which are estimated based on the con - tinued use of the asset in the operations, – that adequate assumptions are used when prepar - ing cash flow forecasts, and – the discounting of these cash flows. Changes to the assumptions that are made by com - pany management when determining any level for impairment can affect the financial position and oper - ating profit. Impairment testing for financial assets Important sources of uncertainty in estimates Impairment for credit losses of financial assets accord - ing to IFRS 9 is forward-looking, and a loss allowance is made when there is exposure to credit risk, normally on initial recognition. Expected credit losses reflect an objective, probability-weighted outcome that gives consideration to most scenarios based on reasonable and verifiable forecasts for the anticipated remaining term. Estimates and assessments ITAB’s credit risk is almost exclusively attributable to accounts receivable. The basis for expected credit losses comprises an assessment of the unpaid receiv - ables. The loss allowance for expected credit losses is based on a calculation according to the internal reg - ulatory framework in combination with an individual assessment. The assessment is performed on the basis of the circumstances that could have a significant impact in the valuation process, such as important customers’ financial position and ability to pay that are known on the balance sheet date. Leases Important sources of uncertainty in estimates ITAB applies IFRS 16 Leases . Lease liabilities attribut - able to long-term leases are valued at the present value of the remaining lease payments, discounted using the incremental borrowing rate. ITAB initially recog nises a right-of-use asset as a non-current asset at an amount corresponding to the lease liability. The establishment of the lease term and incremental bor - rowing rate entails judgements that affect the value of the lease liability and right-of-use asset. Estimates and assessments When determining the lease liability and right-of-use asset, the most significant assessments are attribut- able to the establishment of the lease terms. The majority of ITAB’s leases include options to either extend or terminate the agreement. When the term of the lease is established, ITAB takes into consideration all facts and circumstances that provide a financial incentive to utilise an option to extend or waive an option to terminate the agreement. Examples of factors that are considered include strategic plans, restructur - ing programs, the importance of the underlying asset to ITAB’s operations and/or costs attributable to not extending or terminating leases. Deferred tax Important sources of uncertainty in estimates Deferred tax assets/liabilities are recognised for tem - porary differences between the reported amounts for assets and liabilities and the relevant taxable values as well as unutilised capitalised loss carryforwards. Deferred tax assets are recognised on the basis of company management’s estimates of future taxable profit in various tax jurisdictions. The actual results may differ from the estimates due to changes in business climate, ownership and tax legislation. Estimates and assessments For example, company management estimates future taxable income in order to determine the value of deferred tax. Estimate/Assessment Note Business combinations 5, 36 Impairment testing for goodwill, other intangible assets and other non-current assets 18, 19 Impairment testing for financial assets 21 Leases 22 Deferred tax 16 Note 4 Financial risk management ITAB’s risk management aims to identify, control, prevent and minimise the Group’s risk mapping. ITAB’s finan - cial risks are described below. For other business- related risks, see pages 24-28. Financial risks are managed by the finance policy adopted by the Board of Directors. Financial activities such as risk management, liquidity management and borrowing are handled centrally by the Parent Com - pany. This allows the Group to optimise the financial risks and make use of economies of scale and synergy effects. The Group’s identified financial risks are cur - rency, interest, credit, liquidity and refinancing risks. Currency risk ITAB Shop Concept is exposed to currency risks through its international business activities. These can be divided into transaction risk, risk when translating foreign subsidiaries’ income statements, and risk when translating foreign subsidiaries’ balance sheets. ===== SIDA 125 =====