Board of Directors’ Report

Development over the year

Operations

BE Group AB (publ), Corp. Reg. No. 556578-4724, which is listed on the Nasdaq Stockholm exchange, is a trading and service company in steel, stainless steel and aluminium. BE Group offers efficient distribution and value-adding production services to customers primarily in the construction and manufacturing industries. In 2022, the Group reported sales of SEK 6.9 billion. BE Group has approximately 650 employees, with Sweden and Finland as its largest markets. The head office is located in Malmö, Sweden. Read more about BE Group at www.begroup.com.

Alternative performance measures

BE Group has defined a number of alternative performance measures. The alternative performance measures that BE Group considers to be significant are underlying operating result, working capital, net debt and capital employed. Under Alternative performance measures, you can read more about how these are calculated.

Market and business environment

In Europe (EU27), 136.7 million tons of raw steel were produced in 2022, according to the World Steel Association, which is the global trade organization of steel producers. That’s a 10.5 percent decrease compared to 2021. After a stable start to 2022, everything was turned upside down at the end of February when the war in Ukraine broke out. Buyers hoarded steel to secure supply. This led to overstock that lasted almost the entire year. As a result of this, steel producers’ order intake was weak during the autumn and then recovered somewhat in December.

Group structure and organization

The Group consists of two business areas, Sweden & Poland and Finland & Baltics, with a focus on the Group’s main markets. Parent Company & consolidated items include the Parent Company, Group eliminations and also parts of the Group’s operations undergoing restructuring, BE Group Czech Republic and BE Group Slovakia. The restructuring of these operations are in all material aspects completed.

Net sales and business performance

During the year, the Group’s consolidated net sales increased by 28 percent compared to last year and amounted to SEK 6,875 M (5,388). The sales growth is explained by positive price and mix effects of 32 percent, acquisitions of 3 percent and currency effects of 2 percent counteracted by organic tonnage growth of -9 percent. The organic tonnage growth in business area Sweden & Poland decreased by -10 percent compared to last year, while Finland & Baltics decreased by -9 percent. Gross profit amounted to SEK 1,009 M (1,102), with a gross margin of 14.7 percent (20.4). Adjusted for inventory gains and losses, the underlying gross margin amounted to 15.6 percent (19.3).

The operating result amounted to SEK 418 M (621), corresponding to an operating margin of 6.1 percent (11.5). Adjusted for inventory gains and losses of SEK -70 M (92), the underlying operating result amounted to SEK 488 M (529). The underlying operating margin amounted to 7.1 percent (9.8).

Business area Sweden & Poland

Business area Sweden & Poland accounted for 49 percent (49) of the Group’s net sales during the year. The business area includes the Group’s operations in Sweden consisting of BE Group Sverige AB, BE Group Produktion Arvika AB and the joint venture ArcelorMittal BE Group SSC AB as well as the Polish operations. Net sales for the year increased by 30 percent compared to last year, amounting to SEK 3,408 M (2,625). Operating result amounted to SEK 217 M (282). Adjusted for inventory gains and losses of SEK -19 M (61), the underlying operating result increased to SEK 236 M (221). During the first six months, the assets of Hercules Rebar was acquired. During the second half of the year, Goodtech Solutions Manufacturing AB, now BE Group Produktion Arvika AB, was acquired and Lecor Stålteknik AB was divested. In the result, intra-group expenses invoiced from the Parent Company have been eliminated except for expenses for IT and business systems.

Business area Finland & Baltics

In 2022, business area Finland & Baltics accounted for 51 percent (51) of the Group’s net sales. The business area consists of the Group’s operations in Finland and the three Baltic States. Net sales increased by 25 percent compared to last year, amounting to SEK 3,497 M (2,790). The operating result amounted to SEK 217 M (370) and adjusted for inventory gains and losses of SEK -50 M (31), the underlying operating result amounted to SEK 267 M (339). In the result, intra-group expenses invoiced from the Parent Company have been eliminated except for expenses for IT and business systems.

Parent Company & consolidated items

Parent Company & consolidated items include the Parent Company, Group eliminations and also parts of the Group’s operations undergoing restructuring. The effects regarding IFRS 16 were reported under Parent Company & consolidated items and have not been allocated to the two business areas.

Parent Company

Sales for the Parent Company, BE Group AB (publ), amounted to SEK 148 M (104) during the period and derived from intra-Group services. These intra-Group services mainly include licensing fees regarding the subsidiaries’ use of the BE Group brand and central expenses for IT and Finance, etc. The expenses are distributed and invoiced to all subsidiaries in the Group. In the result follow-up of the business areas, intra-group expenses were eliminated except for expenses for IT and business systems. Out of the total costs for the Parent Company, of SEK -68 M (-44), SEK 55 M (35) was distributed to the subsidiaries.

The operating result amounted to SEK 81 M (60). Net financial items amounted to SEK 266 M (98). The result before tax amounted to SEK 386 M (282) and the result after tax was SEK 360 M (244). At the end of the year, Parent Company equity amounted to SEK 1,163 M (959). Investments in the Parent Company amounted to SEK 0 M (3). At the end of the year, cash and equivalents in the Parent Company amounted to SEK 31 M (38).

Net financial items and tax

Consolidated net financial items amounted to SEK -18 M (-17) and net interest accounted for SEK -18 M (-14), of which SEK -10 M (-10) is related to leasing according to IFRS 16. Tax amounted to SEK -76 M (-109). Result after tax amounted to SEK 324 M (495).

Cash flow

Cash flow from operating activities amounted to SEK 204 M (32). The cash flow from investing activities amounted to SEK -56 M (-25). Cash flow after investments thereby amounted to SEK 148 M (7).

Capital, investments and return

At the end of the period, consolidated working capital amounted to SEK 1,130 M (856) and average working capital tied-up was 15.5 percent (9.7). Of the year’s investments, totalling SEK 54 M (26), investments in intangible assets accounted for SEK 1 M (1) and investments in tangible assets for SEK 53 M (25). The return on capital employed excl. IFRS 16 amounted to 20.3 percent (42.0).

Financial position and liquidity

At the end of the period, consolidated cash and equivalents, including overdraft facilities, were SEK 200 M (154) and consolidated interest-bearing net debt excl. IFRS 16 amounted to SEK 357 M (241). At the end of the period, equity amounted to SEK 1,637 M (1,413).

Employees

BE Group considers the employees to be the Group’s most important resource. They are the face towards customers and suppliers. The corporate culture is based, among other things, on what BE Group has defined as its core values. These values act as guidance in the day-to-day work of everyone within BE Group. They address how the employees behave towards one another, as well as towards customers, suppliers and others with whom they come into contact. These are: Dynamic, Transparent and Sustainable.

The number of employees amounted to 665 compared to 627 at the same time last year and the average number of employees during the year amounted to 654 (621).

Sustainability report

BE Group has established a sustainability report pursuant to the Annual Accounts Act. The Group’s sustainability report includes pages 10-17, disclosures in accordance with the EU Taxonomy Regulation on pages 18-20, the section on risks and risk management in the Board of director’s Report on pages 7-9 and the business model on page 5.

Environmental policy and environmental work

BE Group is working with environmental issues as an integrated part of its operations. With its position between steel producers and customers, it is in the area of transport in particular that BE Group is able to help reducing the environmental impact. In addition, BE Group works continuously to improve its own facilities’ energy consumption, emissions and waste management.

Overarching environmental policy

A comprehensive environmental policy forms the basis of BE Group’s environmental work. The policy states that BE Group shall:

• As a minimum comply with current environmental legislation and requirements from local authorities.
• Be economical in the use of energy and natural resources.
• Work to decrease the amount of waste and emissions from the facilities.
• Identify opportunities to make adjustments benefiting the environment when making investments and changes in processes and facilities.
• Maintain a high level of awareness on environmental issues through ongoing training.
• Document and communicate environmental work to employees and provide open and objective information to external stakeholders.

BE Group is engaged in operations at one site in each country in Sweden and Finland for which environmental permits are required. Group companies have obtained special permits to engage in operations in the countries where such permits are required. All operations within the Group are certified under the ISO 14001 environmental management system.

Risks and risk management in BE Group

BE Group’s profits and financial position are affected by a large number of factors. Several of these are beyond the company’s own control. The Group operates in several countries and is therefore exposed to various risks as a consequence of differences in legislation, regulations and guidelines. Risk management within the Group is guided by established policies and procedures that are revised by the Board of Directors and/or Group Management on an ongoing basis. All risks are handled as a part of BE Group’s sustainability work. The most important risks and factors of uncertainty for BE Group can be divided between:

• Market risks
• Operational risks
• Financial risks

Market risks

Economic trend

BE Group has a large number of customers in different industries and is therefore affected by the general economic climate. A weak economic trend increases the risk of lower demand for the Group’s products, resulting in lower sales revenues. In addition, a weaker economy can lead to low inventory turnover, falling prices and inventory losses on existing inventories. BE Group’s strategy regarding inventory levels is primarily to warehouse products based on estimated customer demand. The various companies in BE Group strive to maintain a level of inventory turnover suited to the market and local conditions of each company. The operational control of inventory levels is exerted by means of targets for the number of inventory days.

Steel price trend

The steel industry is influenced by economic developments. As a consequence, steel price trends are volatile and are affected by the balance between the production offering and demand for steel at the different points along the value chain. Steel prices affect BE Group such that higher market prices provide a greater contribution towards covering the Group’s costs given a constant gross margin. The steel price trend also affects final sales prices for products held in inventory, which for BE Group entails a financial impact in the form of inventory gains and losses. To limit these inventory effects, BE Group is working actively to reduce the number of inventory days while maintaining its level of service towards customers. Consequently, falling steel prices have a negative impact on BE Group’s operations and earnings, while increased prices have a positive impact.

The table below shows the estimated effect on underlying operating result of changes in steel prices and sold tonnage. The sensitivity analysis is based on the outcome for 2022 and assumes a constant underlying gross margin.

	Change	Operating result effect
Steelprice	+/-5 %	+/-59 MSEK
Tonnage	+/-5 %	+/-46 MSEK

The war in Ukraine

As Russia and Ukraine are major producers of iron ore and other inputs and European manufacturers are importing parts of their coal needs from Russia, the war have had a major impact on the European steel market with high energy prices, lack of material and sharp price increases as a consequence. This has led to an adjustment in the European steel market where alternative producers have replaced the need in the delivery chain and in that way stabilized market supply. BE Group is monitoring the development closely since the effect of sanctions and potentially other consequences connected to the war may affect the company’s financial position.

Operational risks

Suppliers

BE Group’s product range consists of materials from several different suppliers. The Group strives to establish relations with the best steel producers and to maintain a sustainable, long-term cooperation. To safeguard access to materials on each individual occasion, the Group seeks to always maintain relations with several suppliers in each product group. Over the year, BE Group has cooperated with more than 500 suppliers. Before establishing new business relationships and entering into agreements, suppliers’ capacity to meet BE Group’s demands in terms of finance, quality, logistics, the environment and other aspects is ascertained.

In BE Group’s assessment, it is not dependent on any single supplier and all major suppliers are considered fully replaceable, so disruption to deliveries by any one of them does therefore not entail long-term consequences for operations. In 2022, the largest single supplier accounted for 14 percent (15) of the Group’s purchases. Combined, the ten largest suppliers accounted for 57 percent (57) of the Group’s total purchasing. BE Group is exposed to the risk that deliveries from suppliers could be substantially delayed in the event of interrupted production, capacity shortage or transport issues, outside the control of BE Group. This can mean loss of income and/or more expensive actions to meet our commitments to customers.

Customers

BE Group’s operations are conducted in several different markets and to numerous customer categories. The ten largest customers accounted for 16 percent (14) of total sales in 2022. BE Group has a large number of customers in different industries and consequently, a good risk diversification. The Company actively works to manage credit risks (see Note 31 for further information) by setting credit limits and focusing on collecting overdue receivables as well as a common credit insurance policy.

Product liability

In the event of defect products, some of the products that BE Group sells could cause personal injury or other harm, thereby incurring a risk of claims for damages in accordance with the product liability laws of the country concerned. BE Group has taken out the conventional liability insurance policies on its operations.

Increased direct deliveries from steel producers

Users of steel have mainly two sources of purchases: directly from steel producers or from trading and service companies. Traditionally, many large-scale users have bought directly from producers, while small and medium-sized users have often made use of trading and service companies. There is, however, a risk that producers will try to extend their direct sales, reducing the use of trading and service companies as agents.

Contractual relations

The Group is custom to rely primarily on its good and often long-term relations with customers and suppliers, and on the normal practices that have been established between the parties. There are specific agreements with some of BE Group’s larger customers and suppliers.

Human Resources

BE Group depends on competent employees for its future development and success. The ability to recruit, retain and develop qualified employees and to be an attractive employer is important. The effect on the operations could be negative if key personnel leave and suitable successor can not be recruited. BE Group has compiled a number of values that reflect the spirit of the Group and pervade its management. BE Group’s commercial competence is continuously developed through training and recruitment. Training efforts include broad programs aimed at many employees, as well as specialized solutions for individuals.

Health and safety

The work environment, health and safety are central issues for BE Group. Deficiencies in safety and the work environment leads to a greater risk of illness and incidents for the company’s employees. BE Group has a systematic work to secure and improve the work environment called Safety First. BE Group continuously monitors a number of parameters in the area of health and safety. Possibilities of improvements are discussed by the Group Management Team and locally at the units. Each accident and incident are reported, rectified, evaluated and followed up.

Gender equality, diversity and discrimination

Shortcomings in implementation and compliance with BE Group’s values can lead to deficient gender equality and diversity. BE Group annually conducts an employee survey with active follow-up of the results, where action plans are prepared for the identified improvement areas. The work is done with full transparency in relation to guidelines, employee manuals and reporting of violations regarding discrimination.

Legal

Since BE Group maintains operations in several countries, the Group is exposed to different laws, regulations, agreements and guidelines, as well as to changes in the stipulations within these. Among other things, regulations include trade restrictions, such as customs duties and tariffs, requirements for import and export licenses, restrictions on movements of capital and tax regulations. In all commercial operations, disputes may arise as a consequence of differences of opinion on issues of responsibility and interpretations of contract terms. From a risk perspective, BE Group is not dependent on any individual commercial agreement that could significantly limit the Group’s operations.

Corruption

Corruption can exist to varying degrees in some countries and different sectors of society. Like many other companies, BE Group runs a risk of becoming involved in unethical transactions in the areas comprising sales and purchasing processes. Within BE Group, there is zero tolerance to unethical business practices. The company conducts reviews of the company’s Anti Corruption Policy and Code of Conduct for the company’s employees, suppliers and cooperative partners. Together with the framework for internal control and follow-up, this forms the basis of a business ethics approach and accurate financial reporting. BE Group applies central and local authorization manuals to avoid conflicts of interest and uses procurement processes that ensure good business ethics.

Human rights

BE Group is a company with units in several countries in Northern Europe and a geographically widespread supplier base. This means that insight regarding human rights may be limited and there is a risk that the company may involuntarily contribute to human rights violations. These issues are addressed in BE Group’s Code of Conduct and it applies to all employees within BE Group including the Group Management Team. Board members, business partners, customers and suppliers are also encouraged to follow this Code of Conduct. For suppliers, there is also a separate Code of Conduct. Reporting of potential problems, inaccuracies, illegal behavior or improprieties can be made to the immediate manager or anonymously through the whistle-blower system.

Environmental legislation and responsibility for the environment

BE Group’s operations are subject to legislation pertaining to the environment, as well as regulations on emissions to the atmosphere and water, waste management and the workplace environment. BE Group could become liable for environmental damage caused by operations conducted, or that have previously been conducted by the company. According to Swedish law, certain environmental liability is not subject to limitations of time. It cannot be ruled out that operations such as those that are conducted, or have been conducted, by BE Group could lead to liability for environmental impacts that do not appear until much later.

BE Group works systematically to comply with rules and laws and to reduce the company’s environmental impact and conduct quality and environmental management work that makes requirements on the units. BE Group works to reduce the environmental impact in the value chain, through the production and distribution process from suppliers to end users. This includes following up the removal of solvents from the painting facilities and dust emissions and waste management of residual products.

Energy use

Increased production leads to greater energy consumption. Not using energy from renewable sources, where this is possible, negatively impacts the environment. BE Group measures energy consumption at all of its facilities and in the procurement of energy, energy from fossil-free energy carriers shall be the first choice if possible. Looking at energy efficiency is also an important factor in investments.

Emissions from transports

BE Group primarily sells its products in six markets, which mean that transports of materials are unavoidable and use of transport services most often entails use of fossil fuels. BE Group works to optimize the logistics flows. Detailed data for the current fuel consumption are being gathered in cooperation with the transport companies and the Group is working actively on finding transport companies with an explicit and deliberate sustainability and environmental focus.

Financial risks

For an account of financial risks, see Note 31.

Share-related information

Ownership structure

The BE Group share has been listed on the Nasdaq Stockholm Exchange since the end of 2006. At the end of the financial year, BE Group had 12,101 shareholders, compared to 7,119 at the end of last year. AB Traction and Svedulf Fastighets AB were the two largest owners with 25.1 percent and 24.9 percent of the shares, respectively. Information regarding other major owners is available under The Share. At the end of the year, the proportion of institutional ownership (legal entities) totalled 76.2 percent and foreign ownership was 11.1 percent.

At the end of 2022, the four members of Group Management together held 13,105 shares in BE Group. At the same time, the company’s directors together held 3,402,282 shares, including shares in close association. The disclosures regarding shareholdings in BE Group for the Board of Directors and Group Management refers to own and shares in close association, endowment insurance and legally owned shares which directly or indirectly is controlled by the person or its relatives. BE Group held 26,920 treasury shares at the close of 2022.

Share capital, shares outstanding and rights

The registred share capital amounted to 13,010,124 (13,010,124) common shares on December 31, 2022. Each share has a quotient value of SEK 20.00 (20.00). According to the Articles of Association, minimum share capital in the company is SEK 150,000,000 and maximum share capital SEK 600,000,000, with a minimum of 10,000,000 and a maximum of 40,000,000 shares. Share capital is determined in Swedish kronor.

All shares convey equal rights to a percentage of the company’s net assets, profits and any surplus upon liquidation. Each share carries one vote and there is only one class of shares. There is no limit to the number of votes a shareholder may cast at the Annual General Meeting or with respect to transfer of shares. The company is aware of no agreements between shareholders which may limit the right to transfer shares. Further information about the BE Group share is provided on www.begroup.com.

Authorization to the Board of Directors

The Annual General Meeting resolved to authorize the Board of Directors, on one or several occasions and not later than the 2023 Annual General Meeting, to make decisions regarding the transfer of treasury shares for the purpose of financing smaller corporate acquisitions. Transfers of at most 26,920 shares, corresponding to the company’s existing holding of treasury shares, may deviate from shareholders’ preferential rights. Transfers may be applied as payment of all or part of the purchase consideration in the acquisition of companies or operations or parts of companies or operations, in which case the payment shall correspond to the assessed market value of the shares. Alongside share transfers, payment may be effectuated through capital contributed in kind or by setting off claims against BE Group. Transfers may also be made on cash payment through sales on the Nasdaq Stockholm Exchange at a price within the price interval registered at any given time – that being the interval between the highest bid price and lowest asking price at the time of sale. The Board of Directors shall have the right to decide on other conditions for the transfer. However, the conditions shall be market-based.

During the year, no treasury shares were transferred and BE Group holds 26,920 treasury shares, corresponding to 0.2 percent of the share capital, which was acquired for a total amount of SEK 21 M.

Dividend and dividend policy

According to BE Group’s dividend policy, the Group will distribute at least 50 percent of profit after tax, over time. Dividends shall be distributed taking BE Group´s financial position and prospects into account. The Board of Directors proposes dividend of SEK 12 (12) per share for the financial year of 2022 to be paid in two installments; SEK 6 per share in April 2023 and SEK 6 per share in October 2023 which corresponds to approximately SEK 156 M in total.

Corporate governance

The Corporate Governance Report is presented on pages 68-72.

Contingent liabilities

Consolidated contingent liabilities amounted to SEK 1,400 M (1) and refers to committment according to agreement with H2 Green Steel regarding cooperation and distribution of fossil-free steel at the Nordic market. The committment towards H2 Green Steel expects approved deliveries within certain stipulated times.

Significant events after the end of the financial year

No significant events have taken place after the end of the period.

Accounting principles

The consolidated accounts are prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Commission for application within the European Union. A more detailed explanation of accounting principles is available under “Accounting principles”.

Appropriation of earnings

The Board of Directors’ proposal for the appropriation of earnings is detailed under Appropriation of Earnings and in note 24.