FULLTEXT DEL 3 AV 3
Årsredovisning 2024
ANNUAL REPORT 2024AUDITOR’S REPORT AUDITOR’S REPORT ON THE STATUTORY SUSTAINABILITY REPORT Engagement and responsibility It is the board of directors who is responsible for the statutory sustainability report for the year 2024 on pages 34–49 and that it has been prepared in accordance with the Annual Accounts Act in accordance with the older wording that applied before 1 July 2024. The scope of the audit Our examination has been conducted in accordance with FAR’s auditing standard RevR 12 The auditor’s opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is sub- stantially different and less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion. Opinion A statutory sustainability report has been prepared Johan Rönnbäck Authorized Public Accountant Eric Salander Authorized Public Accountant Auditor in charge Malmö, April 9, 2025 Öhrlings PricewaterhouseCoopers AB The firm applies International Standard on Quality Manage- ment 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the Esef report has been prepared in a format that enables uniform electronic reporting of the annual accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonableness of assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a validation that the Esef re- port has been prepared in a valid XHTML format and a recon- ciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the Esef report have been marked with iXBRL in accordance with what follows from the Esef regulation. Öhrlings PricewaterhouseCoopers AB, P.O. Box 4009, SE-203 11 Malmö, was appointed as MilDef Group AB's auditor by the general meeting of shareholders on 25 May 2023 and has been the company's auditor since 25 May 2023. Malmö, 9 April, 2025 Öhrlings PricewaterhouseCoopers AB Eric Salander Johan Rönnbäck Authorized Public Accountant Authorized Public Accountant Auditor in charge This is a translation of the Swedish language original. In the event of any differences between this translation and the Swedish language original, the latter shall prevail. To the general meeting of the shareholders in MilDef Group AB, corporate identity number 556893-5414 132 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 133 ===== ANNUAL REPORT 2024MULTI-YEAR SUMMARY Key figures 2024 2023 2022 2021 2020 Sales and profit Net sales, SEK m SEK m 1,201 1,151 739 470 398 Operating profit (EBITDA) SEK m -141.9 168.0 60 20.7 68.5 Adjusted operating profit (EBITDA) SEK m 178.9 168.0 60 32.2 72.8 Operating profit (EBITA) SEK m -171.1 140.2 44.8 8.2 62.8 Adjusted operating profit (EBITA) SEK m 149.7 140.2 44.8 19.7 67.1 Operating profit (EBIT) SEK m -209.0 108.1 29.2 -2.9 56.9 Adjusted operating profit (EBIT) SEK m 111.8 108.1 29.2 8.6 61.2 Profit after financial items (EBT) SEK m -222.6 88.6 19.2 -5.3 55.4 Net profit for the year SEK m -220.3 69.0 14.2 -0.7 42.5 Cash flow Cash flow from operating activities SEK m 144.4 54.5 -76.8 -55.5 61.7 Cash flow from investing activities SEK m -33.3 -68.9 -321.3 -187.2 -8.6 Cash flow from financing activities SEK m 335.1 38.5 285.7 362.9 -14.4 Operating cash flow SEK m 127.7 8.8 -95.0 -71.4 53.1 Cash flow for the year SEK m 446.2 24.2 -112.4 120.3 38.7 Capital employed and financing Total assets, SEK m SEK m 1,684 1,526 1,394 808 368 Average capital employed SEK m 1,267 1,157 887 428 200 Net debt/net cash excl. lease liabilities SEK m 396 -182 -168 128 47 Equity attributable to owners of the parent SEK m 1,102 845 788 568 133 Multi-year summary 133 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 134 ===== MULTI-YEAR SUMMARY ANNUAL REPORT 2024 Key figures 2024 2023 2022 2021 2020 Data per share, SEK* Number of outstanding shares, December 31 NUMBER 45,573,068 39,859,566 39,859,566 36,389,373 23,236,844 Average number of shares, before dilution NUMBER 40,598,903 39,859,566 37,400,988 26,243,169 23,236,844 Average number of shares, after dilution NUMBER 41,013,824 40,301,066 37,844,488 26,243,169 23,236,844 Earnings per share, before dilution SEK -5.43 1.73 0.38 -0.03 1.83 Earnings per share, after dilution SEK -5.37 1.71 0.37 -0.03 1.83 Equity per share, before dilution SEK 24.17 21.19 19.77 15.61 5.71 Equity per share, after dilution SEK 26.86 20.96 19.55 15.61 5.71 Operating cash flow per share, before dilution SEK 3.15 0.22 -2.54 -2.72 2.29 Operating cash flow per share, after dilution SEK 3.11 0.22 -2.51 -2.72 2.29 Dividend per share SEK 0.50 0.50 - 0.75 0.75 Share price as of December 31 SEK 124.8 65.60 80.80 52.40 - Dividend yield % 0.40 0.76 0.00 1.43 - Performance measures Gross margin % 49.0 48.3 47.7 44.7 45.7 Operating margin (EBITDA) % -11.8 14.6 8.1 4.4 17.2 Adjusted operating margin (EBITDA) % 14.9 14.6 8.1 6.9 18.3 Operating margin (EBITA) % -14.2 12.2 6.1 1.7 15.8 Adjusted operating margin (EBITA) % 12.5 12.2 6.1 4.2 16.8 Operating margin (EBIT) % -17.4 9.4 4.0 -0.6 14.3 Adjusted operating margin (EBIT) % 9.3 9.4 4.0 1.8 15.4 Profit margin (EBT) % -18.5 7.7 2.6 -1.1 13.9 Return on capital employed % -15.7 10.1 3.4 0.0 30.6 Return on equity % -22.6 8.5 2.1 -0.2 36.4 Equity/assets ratio % 65.4 55.4 56.5 70.3 36.0 Other Number of employees at year-end NUMBER 327 309 291 188 119 Average number of employees NUMBER 319 302 233 154 97 Multi-year summary 134 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 135 ===== ANNUAL REPORT 2024DEFINITION OF KEY FIGURES Definitions Number of shares outstanding Number of registered shares less repurchased shares, held by the Company. Return on equity Profit after tax attributable to owners of the parent as a per- centage of average equity. Return on capital employed Profit after financial income as a percentage of average capital employed. EBIT Earnings before interest and taxes according to the income statement. EBITDA Earnings before interest, taxes, depreciation and amortization of property, plant and equipment and intangible non-current assets. Non-recurring items Non-recurring items are specific material items that are report- ed separately because of their size or frequency, e.g. restruc- turing costs, impairment, divestments and acquisition-related expenses. NET DEBT Long-term and short-term interest-bearing liabilities less income-bearing financial assets. Operating cash flow Cash flow from operating activities and cash flow from invest- ing activities excluding acquisitions and divestments of intan- gible non-current assets and of property, plant and equipment. Organic growth Annual growth in net sales excluding acquisition-related net sales, calculated as increase in net sales excluding acqui- sition-related net sales compared with the previous year, expressed as a percentage. Working capital Current assets, excluding cash and cash equivalents and cur- rent tax assets, minus interest-free current liabilities, exclud- ing current tax liabilities. Operating margin Operating profit as a percentage of net sales. Equity/assets ratio Equity as a percentage of total assets. Capital employed Equity plus interest-bearing net debt. Earnings per share, before dilution Profit after tax attributable to owners of the parent as a per- centage of the average number of outstanding shares. Earnings per share after dilution Profit after tax attributable to owners of the parent as a per- centage of average number of outstanding shares plus average number of shares added upon conversion of outstanding convertibles and warrants. 135 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 136 ===== ARTICLES OF ASSOCIATION ANNUAL REPORT 2024 Article 1 Business name The Company’s business name is MilDef Group AB. The Company is to be a public limited company (Sv. publ). Article 2 Registered office The registered office is to be in Helsingborg, Sweden. Article 3 Operations The Company’s activities are to be owning and managing shares in subsidiaries, preferably with operations within technology and the total defense and security sectors and activities compatible with these. In addition, the Company is to provide Group-wide services such as services within management, legal, HR and finance with a view to facilitating operations for the subsidiaries. Article 4 Share capital The minimum share capital is to be SEK 6,162,500 and the maximum SEK 24,650,000. Article 5 Number of shares in the Company The minimum number of shares is to be 24,650,000 and the maximum 98,600,000. Article 6 Composition of the Board of Directors The Board of Directors is to consist of no fewer than three (3) and no more than eight (8) members, without deputy members. The Board of Directors is elected each year at the Annual General Meeting for the period until the end of the next Annual General Meeting. Article 7 Auditors At least one and no more than two registered pubic accounting firms or at least one and no more than two auditors are to be appointed by the shareholders’ meeting to audit the Company. The audit engagement is to continue until the end of the Annual General Meeting in the subsequent financial year. Article 8 Notice convening shareholders’ meetings The notice convening the Annual General Meeting or extraordinary shareholders’ meeting is to be published in Post- och Inrikes Tidningar (the Official Swedish Gazette) and on the Company’s website. The notice of the meeting is also to be advertised in the Swedish newspaper Dagens Industri. Article 9 Agenda of Annual General Meeting The following matters are to be dealt with at the Annual General Meeting. 1. Election of person to chair the meeting. 2. Preparation and approval of the voting list. 3. Election of one or two persons to check the minutes. 4. Verification of whether the meeting has been duly convened. 5. Approval of agenda. 6. Presentation of the annual accounts and Auditor’s Report and of the consolidated financial statements and Audi- tor’s Report for the Group. 7. Resolutions concerning a. adoption of the income statement and balance sheet and of the consolidated income statement and consoli- dated balance sheet; b. distribution of the Company’s profit or loss according to the adopted balance sheet; c. discharge from liability of the members of the Board and the CEO. Articles of Association of MilDef Group AB corp. reg. no. 556893-5414 136 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 137 ===== ANNUAL REPORT 2024ARTICLES OF ASSOCIATION 8. Determination of number of board members and auditors. 9. Establishment of board fees. 10. Establishment of fees for auditor(s). 11. Election of Board of Directors. 12. Election of auditor(s). 13. Any other business duly referred to the meeting in accordance with the Swedish Companies Act or the Articles of Association. Article 10 Attendance at shareholders’ meetings To be able to attend the shareholders’ meeting, the shareholder must notify the Company by the date specified in the meeting notice, stating the number of companions. This date must not be a Saturday, a Sunday, Midsummer Eve, Christmas Eve, New Year’s Eve or any other public holiday, and must not fall earlier than on the fifth weekday before the meeting. Article 11 Proxies The Board of Directors may collect proxies in accordance with the procedure set out in Chapter 7, Section 4, 2nd para- graph of the Swedish Companies Act. Article 12 Postal voting In advance of a shareholders’ meeting the Board of Directors may decide to allow the shareholders to vote by mail (or via a comparable digital system) before the meeting. Information to this effect is to be provided in connection with the meeting notice. The meeting notice must clearly describe the procedure and how it is to be carried out. Article 13 Financial year The Company’s financial year is to follow the calendar year. Article 14 Record day provision The Company’s shares are to be registered in a Central Securities Depository (CSD) in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). ___________________ These Articles of Association were adopted at the Annual General Meeting on May 25, 2023 137 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 138 ===== 138 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 139 ===== 139 MILDEF GROUP ANNUAL AND SUSTAINABILITY REPORT 2024 ===== SIDA 140 ===== MilDef Group AB Muskötgatan 6 SE-254 66 Helsingborg Sweden Tel: +46 42 25 00 00 email: infomildef@mildef.com www.mildef.com Corp. reg. no. 556893-5414 Financial calendar: Interim Report Q1 2025 April 29, 2025 Annual General Meeting 2025 May 22, 2025 Interim Report Q2 2025 July 18, 2025 Interim Report Q3 2025 October 23, 2025 Year-End Report 2025 February 6, 2026 For further information contact: MilDef Group AB Daniel Ljunggren, President & CEO +46 70 668 00 15 daniel.ljunggren@mildef.com Viveca Johnsson, CFO +46 70 462 75 05 viveca.johnsson@mildef.com Olof Engvall, Head of IR & Communications +46 735 41 45 73 olof.engvall@mildef.com