Annual
Report
Cabka Annual Report 2022 – 2
Transformation Matters
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ESG
2022 promised to be a special year for Cabka. The COVID-19
pandemic started to retreat and we were looking forward
to our initial public offering, a milestone in our history.
Then on February 24, five days before the IPO on March 1,
the war in Ukraine started. Energy prices went through the
roof, there was a threat of scarcity of raw materials and
uncertainty arose in financial markets.
In times like this, a company proves whether it is robust,
whether it can respond quickly and successfully to radical
changes. The answer to that, given the circumstances, is that
we can be proud of what we have achieved. We achieved
record sales of € 208.9 million, operational EBITDA of €
22.5million, Net Income from operations € 1.5 million and
a proposed distribution of €0.15 per share. We were able to
continue our growth strategy, recording a 23% topline growth.
But above all, these results prove Cabka’s sound
fundamentals. They underline the value of our offering
and pricing power, proving the strength of our business
model. It is a compliment to our entire team as well. We
have proven to be highly resilient, despite non-operational
losses. For instance when we had to close our US plant
after a flooding but did not lose one single day of delivery.
In answer to the rapidly rising input costs, we were forced
to implement several rounds of price increases. By being
in close contact with our clients throughout these volatile
times, regularly providing the necessary transparency on
the changing market conditions, we managed through this
adversity together. A proof of the strong partnerships we
have in place, as well as the added value of our products.
We worked intensively in 2022 to realize our growth
strategy, to become even more sustainable, to protect our
margins and at the same time to strengthen our innovative
focus in close cooperation with our customers. Our
performance in circularity, with over 85% of our products
from recycled plastics, attracted blue chip customers
opting for our solutions, helping them to meet their
sustainability goals. It has played a key role in winning new
business and new contracts with Target, CHEP and BMW,
among others, further strengthening our base.
2022 has shown that the development towards a circular
economy and the rationalization of the logistics chain,
including digitization and automation, will give an extra
boost to the market for recycled plastics in general, and to
innovative players like Cabka in particular.
Looking ahead, I am convinced we are on the right track
with our strategy. Barring unexpected circumstances, I am
confident that we will deliver on high single-digit sales growth
in 2023, with a recovery of EBITDA margin towards 13-15%.
Tim Litjens
Chief Executive Officer
Sound fundamentals
Cabka Annual Report 2022 – 3
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This document contains the Annual Report 2022 of
Cabka N.V. a listed public company under Dutch law
(‘naamloze vennootschap') which is registered in the
Chamber of Commerce Amsterdam under number
80504493 and has its registered office at Johan Cruijff
Boulevard 65-71, 1101 DL Amsterdam, The Netherlands.
The current organization of Cabka N.V. is the outcome
of a ‘business combination’ transaction of Cabka Group
GmbH with Dutch Star Companies TWO B.V.. On March
1, 2022 Dutch Star Companies TWO B.V. (“DSC2”)
merged with Cabka Group GmbH, Berlin, Germany and
immediately changed its name to Cabka N.V.
Cabka N.V. is based in the Netherlands with subsidiaries
in the US, Spain, Germany and Belgium. Cabka is
listed at Euronext Amsterdam under the “CABKA”
ticker. Throughout this report, the name “Cabka”,
“Cabka Group“, “the Company” or “the Group” will
be used interchangeably to refer to Cabka N.V. and its
subsidiaries. These consolidated financial statements
comprise the Company and its subsidiaries.
The report will generally refer to the organization as
Cabka throughout the reporting period, unless specified
differently. This report covers all operations of Cabka N.V.
as of January 1, 2022 so retroactive from listing on March
1, 2022, as if Cabka in its current structure was listed over
the full year, although the scope of the listed entity has
changed significantly since the beginning of the year.
Until March 1, 2022 the listed entity was known as Dutch
Star Companies TWO, a Special Purpose Acquisition
Company with the intention to invest in a significant
minority stake of one target company active in Europe
and preferably also the Netherlands. As the company was
focused on investing all capital in one specific company it
had only very limited operational activities.
Until March 1, 2022, Cabka Group GmbH was a German
based privately owned company. For periods up to and
including the year ended December 31, 2021, Cabka Group
GmbH prepared its consolidated financial statements
in accordance with local generally accepted accounting
principles in Germany (German GAAP) according to
German Commercial Code (HGB). As a result of the listing
of Cabka on March 1, 2022, as of January 1, 2022, the
Group financial statements are prepared in accordance
with IFRS as adopted by the European Union (EU-IFRS)
and also comply with financial reporting requirements
included in Part 9 of Book 2 of the Dutch Civil Code, as
far as applicable. For comparison, the 2021 financials were
retroactively prepared under IFRS.
This report also includes financial as well as environmental,
social and governance (ESG) reporting for Cabka. It is the
first time for Cabka to report on its ESG efforts. The TCFD
index (Task Force on Climate-related Financial Disclosures)
and the GRI index (Global Reporting Initiative) are included
in this report.
About this
report
Cabka Annual Report 2022 – 4
Transformation Matters
Index
03
ESG
Contributing to
a better future
04
Corporate governance
Supervisory
Board,
remuneration,
Governance Code
01
About us
Transform things
for the better
02
Management report
Proving sound
fundamentals
05
Financial Report
2022 results
of Cabka N.V.
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Cabka Annual Report 2022 – 5
Transformation Matters
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01
About us
Cabka Annual Report 2022 – 6
Transformation Matters
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At Cabka, we want to transform things for the better. We
want to bring change. For the industry, the environment,
our people and everyone in-between. We take plastic waste
and transform it into reusable transport packaging. This
is how we turn the used into the useful. Transformation
is our power because we know that while resources are
limited, possibilities are endless. We combine innovation
and sustainability to transform the world's supply chains
together with our customers. In doing so, our strategic
focus is based on four strategic objectives for Cabka:
• Continuous innovation
• Customized solutions
• Large container offering
• Leveraging our ECO business
Innovation has been an integral part of our work since
we pioneered technology for processing recycled plastic
more than 25 years ago. It goes beyond simply creating
new products. We seek to transform entire systems and
overcome thinking that stops at “good enough”. Innovation
at Cabka is based on a consistent focus on research and
development. And it is cultivated by the courage and
curiosity to seek and follow new paths.
We specialize in pallets and large containers made from
recycled plastic, striving to be the circularity leader in our
industry. Our mission is to enable breakthrough all over the
supply chain and beyond with smart, reusable solutions for
transport packaging. Because we believe in a world where
supply chains do not just move things, but enable change,
making a positive impact.
To us, the most innovative solution should also be the most
sustainable. And success means creating solutions that are
optimal for both our clients and for the planet.
Purpose and Mission
Our vision A world in which supply chains do not only move things, but enable change in making a positive impact
Our mission Enabling breakthrough all over the supply chain, with smart reusable solutions for transport packaging
Our values Pioneering - We lead through innovation in design and in recycling
Winning - We play to win, delivering on our promises, balancing ecology and economics
Respect - We value our people, partners, and the environment and we always play fair
Simplifying - We succeed by keeping things simple
Cabka Annual Report 2022 – 7
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Cabka is creating clever and transformative packaging solutions for
moving goods around the world in a sustainable fashion. We take post-
industrial plastic waste and recycled plastics and transform it into
reusable transport packaging (RTP), namely pallets and large containers.
In addition to transport packaging, we develop and produce Eco
products. These are made from post-consumer plastic waste and are
used in road construction, traffic safety systems and gardening.
We are leading the industry in our integrated approach closing the
loop from waste, to recycling, to manufacturing. Thanks to our many
years of experience and the work of our engineers at our state-of-
the-art Innovation Center, we are able to bring recycled plastics
back into the production cycle at attractive prices. This enables us to
significantly reduce both the costs and the environmental footprint of
our customers.
Core Activities
and Products
Feedstock ManufacturingRecycling Innovation Commercialization
Injection
molding and
extrusionRecycling Products
Product
design
Material
engineering
Process
development
Returned at end-of-life
Post-consumer
waste
Post-industrial
waste
Buy back
material
Cabka Annual Report 2022 – 8
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Cabka and its environment
Cabka is an internationally operating manufacturer of
reusable transport packaging (RTP) made of recycled
plastics, which are extracted from both post-consumer
and post-industrial waste streams. Our innovative pallet
and large container solutions are set to enhance the
efficiency and sustainability of international logistic supply
chains. To maximize circularity, the products are designed
to be durable enough to ensure above average lifecycles, to
be returned, recycled, and turned into new products once
again at their end-of-life. To facilitate this approach, the
company has built expertise along the value chain starting
from waste sorting, and recycling, to unique material
processing expertise as well as high-end production
capabilities. Coming in at a revenue of € 209 million, Cabka
employs a total of 595 FTE (2022YE) and operates production
facilities in Europe and the United States.
Markets
Reusable transport packaging products are used for the
storage and transport of goods along the entire value
chain. Therefore, these products are intrinsically designed
for multiple trip applications in closed-loop environments,
such as warehouses, closed distribution networks, and
open-loop systems including return logistics. Transport
packaging is comprised of pallets, boxes, and containers
in different sizes and weights, as well as auxiliary products
such as divider sheets or protective dunnage for a broad
set of target sectors and use cases. Cabka focuses solely
on the two high-value product categories in this market
environment, i.e., pallets and large containers.
The global pallet and container market was estimated at
US$ 128.1 billion in 2020 and is expected to grow in the
coming years at an average growth rate of 5.1%
1
. This stable
growth is largely driven by rapid and frequent changes in
international supply chain landscapes and the constant rise
of e-commerce.
Roughly 90% of all pallets are made from wood
2
, with other
materials like plastic, corrugated paper, or metal making
up the rest of the market landscape. Thanks to a wide array
of key differentiators, plastic applications have gained
substantial traction in the past decade, gradually replacing
wood pallets.
With logistic excellence becoming an increasingly
important strategic differentiator in a connected
globalized economy, companies are looking to reconsider
and future-proof their supply chains. This transformation
mainly materializes in the desire to maximize both the
efficiency and the sustainability of their logistic operation.
1
Allied Market Research. (2021). Pallets Market Expected to Reach $122.3 Billion by 2030. https://www.alliedmarketresearch.com/press-release/pallets-market.html
2
Freedonia. (2015). World Pallets Report.
Cabka Annual Report 2022 – 9
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Products with an economic and environmental value
proposition
When it comes to efficiency, enterprises are focused on
optimizing transportation, return logistics, and storage
cost and simultaneously aim at reducing handling and
cleaning times. The value proposition of plastic pallets in
many ways plays into these requirements thanks to their
superior properties compared to wooden solutions, such
as higher precision in terms of measurements and weight,
low volatility in overall quality, and low breakage rates.
A trend which serves a good example of how expectations
towards load carrier systems have changed is the gradual
adoption of automated warehouse systems, which
inherently operate at zero tolerance for system failure,
and hence require accurate, precise, and reliable carrier
products, tailored to the specific needs of clients’ internal
logistic process.
Next to this shift in supply chain requirements, increasing
awareness on sustainability is driving the development of
sustainable products and processes. The overarching goal
of the Paris Agreement is to limit the global temperature
increase in this century to 1.5 degrees Celcius. With
this binding commitment, climate change action has
become a core component of corporate and regulatory
agendas. Industry players must take charge to monitor
their emissions and enforce measures. This is especially
true and challenging for the logistic and transport sector,
which historically has been one of the major emitters of
greenhouse gases.
As a result of the sustainability developments, companies
are increasingly interested in introducing circular business
models and more sustainable products, with a strong
focus on reusability, recyclability, and the general use of
recycled materials. In the context of sustainability, logistic
applications made from plastic can offer substantial
benefits compared to other commonly used materials (i.e.,
wood and carton).
An important measure when it comes to lowering the
environmental footprint of transport packaging is the
number of trips a pallet is able to complete during its
lifecycle. Plastic pallets have been proven to live through as
many as 100 logistic trips whereas the lifespan of wooden
pallets is considered to be much shorter, at a maximum of
20 trips before they are damaged from external influences
such as humidity, mold, or vermin infestation (based on
LCA studies). As opposed to using virgin plastics, the use of
recycled plastics lowers the overall environmental impact of
the pallets. First, the use of primary materials is avoided, and
second, it prevents that plastic waste streams are incinerated
or end up in landfill. Further optimization and customization
of plastic pallets for specific customer needs has the
potential to further decrease the product’s environmental
footprint.
At the end of their life, all of our transport packaging
products are almost fully recyclable and the material can
be re-used for the manufacturing of new products, making
our products a truly circular solution.
100
Logistic trips
is the average
lifespan of plastic
pallets
20
Logistic trips
is the average
lifespan of
wooden pallets
Cabka Annual Report 2022 – 10
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Material innovation
With the company’s origins laying in
processing hard-to-recycle materials,
Cabka has managed to establish key
knowledge advantages in this field. The
material innovation by our Innovation
Center allows us to do material
development and find ways to make
products out of different waste types.
From a strategic procurement side,
Cabka has found more and more different
waste sources that could be converted
into finished goods. Where others are
dependent on expensive external expertise
and material engineering, Cabka can
leverage in-house recycling competence,
which leads to significantly lower input
costs. Overall, almost 90% of the annually
processed material by Cabka is recycled.
Processing technology innovation
While the use of recycled materials comes
with clear upsides, it is also accompanied
with challenges. Since it is waste,
contaminations and foreign substances in
the material are unavoidable. Furthermore,
the overall quality (e.g., particle sizes, color,
etc.) can be volatile. Cabka has established
unique processing methods, using in-house
developed and produced molds and tailor-
made machinery, enabling the efficient
recycling and consequent processing of
these materials. To further assure stable and
reliable manufacturing, Cabka is investing
heavily in the automation of their production
processes (e.g., waste separation, material
transport, and internal logistics).
Product innovation
Another key differentiator for Cabka is our
product innovation, enabled by our internal
product development capabilities. Though
pallets are often considered standardized
commodity goods, the transformation of
supply chains and sophisticated logistic
systems require the adjustment of existing
products, or even the design of dedicated,
tailor-made solutions. With our own
Innovation Center in Valencia, Cabka has the
ability to design and produce products that
meet a broad range of specific requirements
of customers from different sectors.
Innovation across the entire chain
Cabka Annual Report 2022 – 11
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Product portfolio
Cabka’s product portfolio consists of over 150 different pallets and large containers, together with our ECO products portfolio.
Nest
Hygienic
Eco pallets
Large containers
Endur Eco products
Custom products
Lightweight and
nestable
Clean and food-safe
Small price
big loads
More mass
more class
Robust premium
products
Specially designed
for your needs
Cabka Annual Report 2022 – 12
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Pallets
The basic pallet portfolio starts with lightweight and easy to
handle nestable Nest pallets built to interlock, making them
ideal for saving space during storage and transportation
(up to 4 times less space required). For more intense use
Cabka offers its Eco Pallets, designed for multi-trip or export
uses, the ideal solution for automated conveyors and high
stacking. When even higher performance and durability is
expected Cabka offers Endur Pallets, high-performance
pallets designed to withstand hard usage and significant
impacts in high traffic environments. They are ideal in high
circulation situations. For more specific use in demanding
hygienic circumstances Cabka offers Hygienic Pallets, from
food-safe HDPE; easy to clean and dry, with smooth, closed
surfaces.
Large containers
Cabka offers a portfolio of large containers ideal for almost any
shipping, storage, or even retail environment. Cabka offers two
large container solutions: the CabCube (foldable large container,
FLC) – a three-piece sleeve pack container for transportation
of bulk and large volume parts, and the Pallet Box (rigid large
container, RLC) – a rigid high-volume box for safe storage and
transportation of loose products or bulk goods.
Customized solutions
Pallets or large containers designed for customer's specific
supply chain can do both - reducing costs and carbon
footprint. Many of the products Cabka developed jointly
with customers have ended up becoming industry standards.
Among them: many beverage and pooling pallets or the Light
Foldable Containers introduced in the Automotive and Retail
Industry.
Eco products
Cabka’s Eco products are innovative, sustainable products, made
from unsorted mixed plastics which are generated out of 100%
post-consumer plastic waste. Products are used for gardening
and landscaping as well as for construction and transport.
Services
In addition to our products, Cabka offers a selection of
advanced additional services to complete our product
offering, focused on further improving sustainability and
assisting customers in their journey towards fully circular
logistics chains.
Market Food & Beverage Retail Chemical Pharma Automotive Pooling
Nest
Eco
Endur
Hygienic
FLC
RLC
Cabka's product-market-combination overview
Cabka Annual Report 2022 – 13
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Organizational structure
Cabka N.V. is a Netherlands based company with an
international footprint. Most of Cabka’s corporate functions
are based in Berlin, Germany; while innovation, marketing
and sales are concentrated in Valencia, Spain. Most of its
operations and value creation is realized through several
production sites and subsidiaries in Europe and the US,
mainly in three plants: Weira, located in the German state
of Thuringia; Ieper in Belgium and, St. Louis in Missouri, US.
On top of the three main production facilities, Cabka runs a
smaller site in Belgium, and has tolling agreements with two
contract manufacturers in Belgium and Spain to broaden its
production capacities.
While all of Cabka’s subsidiaries are run by local
management, most administrative functions and services
are managed by the Group entities. While daily operational
activities are tackled locally, the greater responsibilities,
decisions, and guidelines are coordinated at Group level.
This setup assures that the company collectively moves
according to our corporate agenda and strategy.
Germany, Berlin
Corporate Office
The Netherlands, Amsterdam
Corporate Office
Belgium, Herstal
Production location
Belgium, Ieper
Production location
Germany, Weira
Production location
Germany
Contract Manufacturer
Spain, Valencia
Cabka Innovation Center
Spain
Contract Manufacturer
USA, St. Louis
Production location
Cabka Annual Report 2022 – 14
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1994
2005
2008
2012
2013
2015
2022
2018
Incorporation
of Cabka
Start operations
in the US
Opening of sales office
and production facility
in Valencia (Spain)
Opening of the
headquarters in
Berlin (Germany)
Acquisition of IPS in Ieper (Belgium),
expanding geographical footprint to Belgium,
product portfolio and market diversification
Listing at Euronext Amsterdam
after business combination with
Dutch Star Companies TWO
Opening of
innovation center
in Valencia (Spain)
Acquisition of plastic
pallet producer
Eryplast (Belgium)
1998
Start selling first
recycled plastic pallet
Cabka’s history reflects 28 years of constant
growth, putting recycling and sustainability first
by turning waste into value, closing the loop
from waste, to recycling, to manufacturing.
These are our milestones.
Company History
Cabka Annual Report 2022 – 15
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Cabka Annual Report 2022 – 16
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02
Management
Report
Cabka Annual Report 2022 – 17
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+23% 86% 11% 18% € 1.5
Sales growth Percentage of
recycled material
Operational
EBITDA
Net Working
Capital
Operational
Net income
€ 208.9m 121 kt € 22.5m € 38.3m
Proving Cabka’s sound fundamentals
Cabka Annual Report 2022 – 18
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The year 2022 has been an exceptional year for Cabka. The listing on March 1,
via a business combination with Dutch Star Companies TWO as well as the
reorganization of the ECO business and the flooding of the St. Louis (MO, USA)
plant influenced the IFRS results of Cabka to a large extent.
2022: proving
Cabka’s sound
fundamentals
In order to give insight into the actual performance of
the Cabka operations as well as the, mainly non-cash,
incidental items, management has chosen for this section
of the Annual Report to present certain financial measures
that are not measures of financial performance under IFRS.
These non-IFRS measures, or alternative performance
measures, are presented because management considers
them to be important supplemental measures of our
performance and believes that they are widely used as a
means of evaluating a company’s operating performance
and providing stakeholders better insights in the actual
operational performance. These measures include all items
marked ‘operational’ like EBITDA and net profit. A bridge
between operational and IFRS figures is provided in the
table “Condensed income statement bridge operational to
IFRS” on page 20 of this annual report.
Cabka Annual Report 2022 – 19
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Financial highlights 2022
• Record sales of € 208.9 million representing a 23%
Year-on-Year (YoY) top-level growth based on organic
growth (8%) as well as pricing effect (15%) covering
the rapidly rising costs for energy and materials,
reflecting strong market position
• Operational gross profit 6% higher at € 92.6 million
(2021: € 87.1 million), gross margin at 44%. Without
dilution effect of higher pricing and costs, margins
would be comparable to last year (2021: 51%)
• Resilient operational EBITDA at € 22.5 million (2021:
€ 29.0 million); Operational EBITDA margin lower at 11%;
Margin protected by price increases minus lagging effect
• Net Income from operations € 1.6 million (2021:
€ 3.4 million) or € 0.06 per share. Non-operational items
totaling at € 31.3 million, mainly due to non-cash IPO
listing expenses, leading to a Net Result under IFRS of
€ -29.7 million
• Net Working Capital at € 38.3 million or 18% of sales
(2021: € 27.3 million, respectively 16%)
• Net debt € 44.6 million (2021: € 62.5 million),
29% lower mainly from proceeds of the listing
• Total CAPEX of € 24.6 million in 2022 including
maintenance & replacement investments of
€ 7.4 million, 3.5% of sales
Strategic & market highlights
• Cabka N.V. listed on March 1, 2022 after 100% shareholders’
support for a business combination of Cabka Group GmbH
and Dutch Star Companies TWO B.V. bringing in
€ 108.5 million of which € 63.3 million to buy out minority
shareholders and € 45.2 million in new capital, excluding
IPO costs
• Two-tier Board installed; management strengthened at
executive level
• Recycled material used in products at 86% of total
compared to a European average of 14%
3
•
Restructuring of Eco business completed, leading to
closure of Genthin site (Germany) and consolidation of
production capacity in Weira (Germany) overall raising
production efficiency, albeit at temporary output
reduction
•
Cabka plant in St. Louis (MO, USA) forced shut down,
due to exceptional flash floods on July 27. In a swift
response Cabka was able to secure sales to Cabka’s main
customers, albeit at additional material & tolling costs
•
Cabka gained full ownership of its US subsidiary Cabka
North America Inc. by acquiring the remaining 7.71%
3
Systemiq April 2022 report: Reshaping plastics. Pathway to a circular climate neutral plastics system in Europe
Cabka Annual Report 2022 – 20
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IN EUR X MILLION 2022 2021 CHANGE
Sales 208.9 170.0 23%
Other operating income items 11.9 6.6 80%
Total Operating Income 220.8 176.6 25%
Expenses for materials, energy and purchased services -128.2 -89.5 43%
Gross Profit 92.6 87.1 6%
Operating expenses -70.0 -58.1 21%
Operational EBITDA 22.5 29.0 -22%
Depreciation, amortization and impairment of intangible and
tangible fixed assets
-18.0 -19.7 -9%
EBIT /Operating Income 4.5 9.3 -51%
Net Financial Result -2.4 -2.1 13%
Earnings before taxes 2.2 7.2 -70%
Taxes -0.5 -3.8 -86%
Net income from operations 1.6 3.4 -53%
Non-operational items
IPO listing expenses (non-cash accounting-only loss with no
impact on IFRS Equity, Balance Sheet total, or Cash Flow)
-26.8
IPO transaction related cost -1.3 -0,2
Bonuses and VSOP incl. tax charges -3.4 -3.8
Eco-restructuring -0.6 -0.6
St. Louis Flooding (both direct impact and indirect
impact)
-6.9 -
Changes in fair value of Special Shares liability 1.6 -
Tax on non-operational items 5.0 1.3
Non-controlling interest 0.1 0.3
Net result reported IFRS -29.7 0.4
Condensed income statement bridge operational to IFRS
The condensed income statement below provides
operational and non-operational result items for insight on
underlying operational performance. The Financial Report
section of this report provided integral IFRS statements
without this distinction.
Condensed income statement bridge operational to IFRS
Cabka Annual Report 2022 – 21
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Distribution
Proposed distribution of € 0.15 per Ordinary Share, subject
to AGM approval: €0.05 in cash and €0.10 in shares.
Outlook
Based on Cabka’s strong fundamentals we reiterate our
mid-term guidance (i.e. high single digit revenue growth;
>20% EBITDA margin; ~4% maintenance and replacement
CAPEX and ~20% NWC as percentage of revenues;
~30-35% pay-out ratio of net profit: € 0.15 for 2022FY).
Barring unforeseen circumstances, for 2023 we expect to
deliver on high-single digit sales growth, with a recovery
of EBITDA margin towards 13-15%.
Business overview
Commercial performance
• Cabka realized record sales in 2022 of € 208.9 million
a 23% increase compared to 2021, of which 8% from
organic growth. Growth was especially strong in
Reusable Transport Packaging (RTP).
• Cabka RTP performed strongly in Europe with 24%
growth to € 121.4 million. Customized Solutions in
Europe grew with 53% to € 33.1 million, especially
in the Pooling and Automotive sector. Cabka
introduced several environmentally friendly solutions
via its containers and pallets primarily made from
recycled plastics, increasing reusability, and reducing
transportation impact.
• Leading brands in the Automotive industry like BMW,
Tesla and Continental opted for our solutions in 2022.
• Target was an important new contract for RTP. The
multi-year contract was announced in May 2022.
CHEP, a key player in the European pooling industry
signed a new multi-year contract for reusable foldable
containers out of recycled materials in September.
Production is expected to start by half 2023,
contributing approximately € 9 million in revenues on an
annual basis.
• The Cabka business in North America grew 30% to
€ 34.9 million. The flooding of the St. Louis plant in July
resulted in some temporary delays in growth for 2022.
• ECO products remained stable over the year with a total
revenue of € 22.8 million. The relocation of all ECO activities
from Genthin to Weira in Germany was completed according
to plan. The temporary shutdown of production to facilitate
the move reduced the intake of mixed plastics and hence
performance of the ECO business in 2022, which was
compensated by favorable pricing effects.
Strategic objectives
Throughout 2022, we made significant progress towards
achieving our four key strategic objectives:
• Continuous innovation
• Focus on customized solutions
• Expansion of our large container offering
• Leveraging our ECO business
Continuous innovation is at the heart of our strategy.
We extended our innovation center by moving to a new
state-of-the-art facility in Valencia replacing the first
location opened in 2018. The new center integrates
additional R&D capacity along the three main activities
of material development, product design, and processing
technologies, ultimately allowing us to continue to deliver
cutting-edge solutions to our customers.
Another important objective was to expand our
customized solutions and large container offering, and
we have successfully extended our market position in
large containers with blue-chip customers across key
sectors. We secured three significant new contracts for
custom-designed large foldable container solutions with
US retailer Target, pallet pooling market leader CHEP,
and automotive company BMW. These partnerships are
a testament to our commitment to delivering tailored
solutions that meet the unique needs of our customers.
Finally, we have made significant progress in leveraging
our ECO business. We restructured the business and
consolidated operations in Weira, resulting in potential
efficiency gains of 20%. We are optimistic about the
potential for further efficiency increases in the mid-term
as we continue to optimize our ECO operations.
Overall, we have made significant progress towards
achieving our strategic objectives and are confident that
our continued focus on innovation, customized solutions,
the large container business, and ECO business will drive
long-term growth and success.
As part of our progress on our strategic goals, we are also
increasingly integrating ESG matters into our strategic
decision-making throughout the organization. This was
enabled by the establishment of an ESG framework
Cabka Annual Report 2022 – 22
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
following our listing in March 2022. We are continuously
working on raising the awareness for ESG matters to
assure that at Cabka, we live ESG on a day-to-day basis.
Mergers and acquisitions
The rapidly changing economic and geo-political circumstances
in 2022 took most of the management’s focus. Therefore, the
focus on mergers & acquisitions (M&A), was less prominent as
we have no immediate pressure to make an acquisition and will
consider it only if we see real benefits.
In general, we believe that there is potential for acquisition
in various fields, including growing our recycling capacities
in line with our backward integration strategy and general
sourcing of new feedstock. Additionally, we are considering
opportunities for portfolio diversification, market share
growth, and expansion of geographical footprint.
On the divestment side, we implemented the strategic
decision to divest our Genthin site as part of the
consolidation of our ECO business. We also sold our PVC
business to focus more on our core business. While these
actions have not yielded any material financial impact, from
a strategic point of view they allow us to streamline our
operations and enhance focus on driving growth in our core
areas of expertise.
Overall, while we did not engage in any significant M&A
activities in 2022, we continue to evaluate potential
opportunities and remain opportunistic in our approach. We
are committed to making strategic decisions that will drive
long-term growth and success for our company.
Pricing
The war in Ukraine that started on February 24, had a
severe impact on social and economic developments
as well as financial markets leading to unprecedented
volatility in prices for energy and materials. Cabka showed
the strength of its competitive position by leading the
industry in pricing as it was able to implement several
price increases to compensate for higher input costs.
That said, the steep rise over a short period did have
bottom line impact, as higher costs were passed to the
market with some unavoidable delay. In order to be
able to react more dynamically to volatile conditions
in the energy and material market, an indexed pricing
adjustment mechanism is in place. Cabka’s focus remains
on profitable organic sales growth.
EBITDA
Operational EBITDA came in at € 22.5 million (2021: € 29.0
million). The decrease in operational EBITDA reflects the
high increase in especially energy and material prices
throughout the year. From the decrease in operational
EBITDA-margin circa 2.5% margin loss was due to the
lagging effect of mitigating price increases, the remainder
from dilution as the cost base increased. Additionally,
operating expenses were up 20% versus 2021 driven by
growth, inflationary adjustments, post-COVID ramp-up, and
organizational requirements as a listed company.
St. Louis flooding
As a result of the floods in the greater St. Louis area on July
27, 2022, Cabka’s North America plant in Hazelwood (MO)
had to be shut down. In a swift response to the flooding,
Cabka was able to quickly recover essential injection
molding tools to continue supplying key customers using
alternative production capacities. The swift response
secured sales to our main customers.
However, it indirectly resulted in € 3.3 million higher costs
as production had to be moved to tollers and internally
recycled materials could not be used. As production on
site is gradually picking up, these effects should be fully
mitigated by mid-2023.
“We have made s
ignificant progress
towards achieving our strategic objecti
ves”
Cabka Annual Report 2022 – 23
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Over the past months, Cabka has worked on cleaning and
restoring the St. Louis facilities. Production is ramping up
and the site is expected to be fully operational by the end
of the second quarter of 2023. Based on this timeline,
an assessment of the impact of the flooding can now be
made. The expenses for cleaning and repairs amounted
to USD 4.0 million (€ 3.7 million) in 2022 and were fully
covered by the flood insurance policy of Cabka.
Cabka further established that due to the flood a part
of its inventory was irretrievably destroyed leading to an
extraordinary write-off of USD 1.8 million (€ 1.7 million).
The flooding is considered a ‘triggering event’ under IFRS
therefore leading to an impairment and derecognition. Cabka
recognizes an impairment and derecognition on assets of
USD 4.3 million (€ 4.1 million). Prior to the flooding, Cabka had
already placed orders for new machines to support its growth
ambitions in the US market. With this coming to the ground,
in combination with increased efficiencies, the capacity in
the US is expected to be sufficient, and thus it will not seek to
replace the impaired machines.
Insurance payments received in 2022 led to a positive cash flow
impact of USD 2.3 million (€ 2.2 million). Repairs and starting
up work will continue into the first half year of 2023. Cabka
expects the total positive cash flow from the insurance in 2022
and 2023 – once all positions are recognized – to be sufficient
to cover the total flood related out-of-pocket expenses. As
part of the insurance claim has already been recognized in
2022, this could have negative impact on 2023 cash flow and
recognized IFRS expenses.
St. Louis flooding direct impact
IN EUR X MILLION 2022 REMARKS
Insurance payments received 5.9
Out of pocket expenses cleaning repair -3.7
Total cash inflow 2.2
Write off, impairment and
derecognition
-5.8
As required
by IFRS
accounting,
no
replacments
required
Total non-cash impact -5.8
Non-operational direct impact -3.6
Of which +
€ 5.8m
non-cash
Listing
Cabka N.V. was listed via a business combination of Cabka
Group GmbH with Dutch Star Companies TWO B.V. (DSC2)
on March 1, 2022. In total, Cabka spent in 2022 € 2.9 million
in IPO related transaction costs.
To realize the business combination, DSC2 paid a total
cash consideration of € 108.5 million after costs, negative
interest, and warrant conversion.
€ 63.3 million was used to buy out Cabka minority
shareholders and Cabka received the remaining € 45.2
million in new capital.
However, under IFRS the following accounting steps need
to be taken:
• First, the cash consideration of € 108.5m is corrected for
the financial liabilities of DSC2 as assumed by Cabka for
the outstanding € 12 and € 13 Warrants and € 12 Special
Shares. This results in a € 6.0 million liability deducted
from the paid cash bringing the net cash consideration
receivable by Cabka to € 102.4 million.
• Second, IFRS considers not the cash payment, but the
market value of all 12.9 million shares received by DSC2
shareholders, including the conversion of the € 11 warrants
and Special Shares immediately after listing, as the
consideration paid by Cabka. This results in a valuation of
the consideration paid for Cabka of € 129.2 million.
• Third, IFRS considers the difference between the € 129.2
million value ‘paid by Cabka’ to the DSC2 shareholders and
the net assets received by Cabka from DSC2 of
€ 102.4 million to represent the value of the ‘service’ of
providing Cabka with a listing via the business combination
with DSC2. In a ‘regular acquisition’ this would have been
capitalized as goodwill. However, as the only asset on the
DSC2 balance sheet was cash, under IFRS, DSC2 does not
qualify as a business. Hence no goodwill is recognized
or can be capitalized, and the total difference of € 26.8
million should be qualified as a listing expense in the 2022
P&L, which is recorded directly into equity.
• The cash in equity received remains € 45.2 million and
there is zero equity impact and zero cash flow impact
resulting from these listing expenses.
Cabka Annual Report 2022 – 24
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Listing Impact 2022
IN EURO X MILLION P&L
BALANCE
SHEET
CASH
FLOW
Net cash received from
listing
- 45.2 45.2
Listing expenses -26.8 - -
IPO related transaction
costs
-1.3 -2.9 -2.9
Warrant & Special Shares
liability at listing
- -6.0 -
Special Shares liability
fair value change
reclassification at year end
1.6 -1.6 -
Triggered by the IPO, Cabka spent in total € 3.4 million in
staff related costs in 2022: € 0.6 million in bonuses for
all staff; € 1.6m in settling the VSOP management share
plan; € 1.0 million in tax charges linked to the VSOP; and
€ 0.2 million on marketing and IT. All these staff related
costs are considered non-operational and hence, are not
included in the operational results.
The conversion option of the € 12 Special Shares is
measured at fair value based on market share price
and classified as financial liability. The value change of
the Special Shares liability over 2022 amounted to € 1.6
million (positive).
Cash flows and cash position
Net Working Capital at year-end was € 38.3 million or 18%
of salesbeating mid-term guidance. Higher inventory value
of € 10.9 million was predominantly caused by increased
cost of goods and higher safety stocks. The movement in
trade receivables and trade payables were aligned.
Cash flows from operating activities came in at € 5.3
million. This comprises of an inflow of € 16.0 million from
operational activities minus € 10.7 million outflow for
Net Working Capital including prepayments on molds on
behalf of customers) and other liabilities.
Cash flows from investing activities totaling € 23.1
million of which € 24.2 million was related to property,
plant and equipment investments and € 0.4 million to
intangible assets. Disposing of certain assets contributed
€ 1.5million.
Cash flows from financing activities totaled € 29.7 million.
Net proceeds from the IPO -before costs- amounted to
€ 45.2 million, partially offset by direct listing related
costs amounting € 1.7 million and the buy out of
minority shareholders of Cabka North America totaling
€ 1.8million. Repayment of banking debt facilities, lease
liabilities (IFRS 16) and rental purchase liabilities, including
interest and exchange rate changes, totaled € 12.0 million.
CAPEX
Total CAPEX for 2022 came at € 24.6 million including
maintenance & replacement investments of € 7.4 million,
or 3.5% of sales. The restructuring of the ECO business
and concentration in Weira represented € 3.7 million
in investments. In total, € 10.1 million was invested
in machines and new molds to support growth and
€ 1.6million in process & automation. The buyout of
minority shareholders of Cabka’s North America’s business
required € 1.8 million.
Share price
At the beginning of 2022, Cabka shares were still listed
under the name of Dutch Star Companies TWO and closed
on December 31, 2021 at € 11.20. After the business
combination the name of the listed entity changed to
Cabka N.V. on March 1, 2022 (closing price DSC2 on
February 28, 2022 € 10.00) and the Cabka shares closed
at € 6.12 on December 31, 2022.
In total during 2022, 1,005,403 shares were traded via
Euronext Amsterdam at an average price of €7.86 per
share.
Shares issued and dilution
CABKA SHARE CAPITAL PER
DECEMBER 31, 2022 SHARES ISIN
Ordinary Shares issued 23,982,191
CABKA /
NL00150000S7
Ordinary Shares in treasury 16,388,000
DSC2S /
NL00150002R5
Total Ordinary Shares 40,370,191
Special Shares 97,778
Total shares 40,467,969
Cabka Annual Report 2022 – 25
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Earnings per share
Based on 23,982,191 Ordinary Shares issued the diluted,
profit for the year attributable to ordinary equity holders of
the parent amounts to € -1,28 per ordinary share (2021:
€ 0.02 per Ordinary Share).
Analyst Coverage
Cabka is covered by 3 analysts:
• ABN AMRO ODDO BHF, Eric Wilmer;
eric.wilmer@aa-ob.com
• BNP Paribas Exane (sponsored), Thomas Martin:
Thomas.Martin@exanebnpparibas.com
• Degroof Petercam, (sponsored) Luuk van Beek;
l.vanbeek@degroofpetercam.com
Tax positions
Deferred tax assets are recognized for unused tax losses
to the extent that it is probable that taxable profit will
be available against which the losses can be utilized.
Management’s assessment is required to determine the
amount of deferred tax assets that can be recognized,
based upon the likely timing and the level of future taxable
profits. The company does not use contrived or abnormal tax
structures that are intended for tax avoidance. Details of the
income tax expenses reported in the statement of profit and
loss can be found in note 19 of the financial report.
Relevant events after December 31, 2022
• Frank Roerink was appointed interim Chief Financial
Officer as of February 1, 2023 after Necip Küpcü stepped
down as CFO and will continue in a senior finance role
within the company.
• On March 15, 2023, following the lock up period, Cabka
issued 385,022 Ordinary Shares from treasury to cover its
obligations under the former ‘VSOP’ performance share
program for key staff, resulting in a total of 24,367,213
Ordinary Shares issued and 16,002,978 Ordinary Shares
remaining in treasury.
“The year 2022 has been an
extraordinary year for Cabka”
Cabka Annual Report 2022 – 25
Cabka Annual Report 2022 – 26
Transformation Matters
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As an organization, Cabka operates in a rapidly changing environment. The
risk management process within Cabka involves the systematic identification,
assessment, and management of risks throughout the business activities of
the company. Hereby, the main objective is the reduction of uncertainty from
organizational and environmental factors that may hinder the mid- to long-
term success of Cabka. While it cannot cater a full guarantee, the process is
designed to provide for an acceptable degree of assurance against material
implications for the business and financial losses.
To diligently address the principal risks that result from
Cabka’s operations, a systematic evaluation process is
followed. Over the past year, a comprehensive divisional
risk assessment across the Group was conducted in which
all departments were queried about their most relevant
aspects and issues that may have material impact on the
business performance. As part of this process, risks were
evaluated into detail both from an impact and a likelihood
perspective, resulting in a set of high priority risk factors.
In accordance with our by-laws, risk reporting is submitted
to and reviewed by the Management Board and the
Supervisory Board on a regular basis. The responsibility for
the overall monitoring, assessment, and reporting process
lies with the strategy department of Cabka.
With Cabka being listed at Euronext Amsterdam in March
of 2022, this is the first comprehensive risk report issued
by the company. There is therefore no previous assessment
available that can serve as a benchmark for a 2022
evaluation. Starting from the Annual Report 2023, Cabka
will also report on the effect of mitigation strategies in
place and the progress on the management of concrete
principal risks.
Risk
Management
Cabka Annual Report 2022 – 27
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Risk Appetite
The risk appetite defines the level of risk that we are
prepared to accept for actions in different categories,
such as strategic, financial, operational, people, and
legal & compliance. It is defined by the management and
Supervisory Board and is embedded in the decision making
throughout the organization. Generally, Cabka’s decision
making orientation is risk-averse, but there are certain
distinctions that we are making, pertinent to the context
the decision is made in. The individual acceptable risk
range per category is indicated in the illustration below.
Strategic
Risk related to the overall strategic orientation and
decision making of the company e.g. product strategy and
innovation, people and culture, mergers & acquisition,
communication.
Operational
Risk related to the production and distribution of goods,
e.g., manufacturing, raw material sourcing, supply chain
and process management, energy supply, health and
safety, sustainability.
Financial
Risk related to the allocation of financial resources and
cost management, e.g., accounting, liquidity, credit,
interest and tax, pricing.
Legal and Compliance
Risk related to legal frameworks and overall compliance,
e.g., policies, regulations
AVERSE MIMIMALIST OPENFLEXIBLECAUTIOUS
Cabka Annual Report 2022 – 27
Cabka Annual Report 2022 – 28
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Risk Framework
As an organization operating in the plastics industry, we
face specific strategic, financial, operational, and legal &
compliance risks with varying degrees of controllability.
Our risk framework is based on a structured process
for identifying and evaluating the potential impact and
likelihood of occurrence of such risks. Risk management
is an inherent part of our strategic decision-making, and
its processes are therefore firmly integrated into business
activities.
The primary component of our risk framework is our risk
committee, which is responsible for identifying, assessing,
and evaluating internal and external risks with potentially
material impacts on Cabka’s business. ESG-related risks,
especially regarding climate change, are fully integrated
in this process. The committee reports principal risks and
mitigation strategies to the Management Board to facilitate
the directors’ oversight on these risks. The management
of individual principal risks is monitored by the committee.
Moreover, the committee executes risk analyses on new
high impact strategic business initiatives and advises
the Management Board on the risk profile of such new
initiatives.
The highest responsibility of risk management lies with
the CFO, who is the head of the risk committee. The
remaining members are representatives from the risk
management team. On a quarterly basis, the committee
conducts research on potential and existing risks arising
through external developments. Additionally, the risk
management team within the committee discusses internal
developments regarding all individual risks with the function
leaders responsible for managing the risks in fixed quarterly
meetings. On a half year basis, the committee reports
directly to the management. The Management Board
monitors the operation of risk management and internal
control systems. Furthermore, the managing directors
are responsible of informing the Supervisory Board about
Cabka’s principal risks and risk management on an annual
basis. The mechanisms underlying our risk framework are
illustrated in the following flow chart.
Supervisory Board
Informed by the Management Board about
Cabka's Principal risks and risk management on
an annual basis
Management Board
Informed about company's risk profile by
the Risk Committee on a half year basis.
Monitors operation risk management and
internal control system
Risk Committee
Identifies, assesses and (re-)evaluates
internal and external risks
Monitors management of individual
principal risk on quarterly basis
Conducts and advises on risk profile of new
high impact strategic initiatives
Business Divisions
Inform Risk Committee about internal
developments regarding all principal risks on
quarterly basis
advises informs
oversees
reports to
& advises
monitors &
advises
reports to
“The objective of our risk management
process is the reduction of uncertainty”
Cabka Annual Report 2022 – 29
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Risk Matrix
In the risk identification process, the potential risks
impacting Cabka’s business were compiled through
research of external developments in both an industry and
geographical context. Each one of the identified risks was
subsequently assessed and prioritized in interviews with the
leaders of Cabka’s strategic, financial, operational, and legal
& compliance functions.
The prioritization followed a three-tier system for both the
potential impact and the likelihood of occurrence. Risks with
a low potential impact and likelihood are not considered
material for the business. The result of this prioritization is
a list of 15 principal risks influencing the business in various
ways.
The risk matrix generated following the conclusion of the
assessment process, gives an overview of the assessed
likelihood and potential impact of each principal risk.
Internal risk management and risk mitigation follows a three-
step priority hierarchy based on the impact severity and
likelihood of occurrence of each principal risk. Risks with
both a potentially high impact on Cabka’s business and a
high likelihood of occurrence have highest priority.
IMPACT
LIKELIHOOD
Loss of key customers
Adequate returns
Cyber security
Scarcity of skilled labor
Increase in energy prices
Raw material cost
Low availability of materials
Price pressure
FX rate fluctuations
Digitalisation
Capacity limits to growth
Extreme weather events
Regulatory compliance
Fire due to business operations
Interest rates
3 PRIORITY 2 PRIORITY 1 PRIORITY
Cabka Annual Report 2022 – 30
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Principal Risk Overview
Each of the 15 principal risks outlined in the risk matrix
receives special attention when it comes to the decision-
making process within Cabka and is continuously monitored
throughout the year. The following table provides a
comprehensive overview of the most relevant risks
concerning the organization and outlines the developments
we observed during the past 12 months. The risk trend
describes anticipated changes of both impact severity
and likelihood in the coming period, which, pertinent to
their actual development, may result in an adjustment
of prioritization. The overview also summarizes concrete
mitigation tactics that were put in place to limit Cabka’s
exposure to potential implications associated with the
principal risks. Lastly, the overview shows if risks are
TCFD-related (Task Force on Climate-related Financial
Disclosures).
SHORT NAME DESCRIPTION 2022 DEVELOPMENTS TREND MITIGATION TACTICS TCFD
Increase in energy prices
Energy prices experiencing
strong volatility and/or rising
into unforeseeable levels con-
straining profitability
Energy prices fluctuated significantly in 2022, mainly driven by the
insecurity in energy supply caused by the war in Ukraine, with spot
prices reaching new highs in the cold months of Q1 and Q4. As energy
is a significant cost factor for Cabka, we have made first efforts to
solidify the supply and to detach ourselves as best as possible from
the increasingly volatile market dynamics.
• Reduction of consumption through replacement of existing assets
with new, more energy efficient alternatives
• Active diversification of energy sources to limit impact from steep
price increases for particular sources
• Driving initiatives for in-house production of green energy (i.e.,
solar, wind, biomass) to reduce external supply of energy and thus
the exposure to market price dynamics
• Hedging strategy in place, including constant monitoring of forward
market to maintain potential of locking in rates for part of overall
consumption
Yes
Low availability of
materials
Insufficient availability of main
raw material streams, both
pelletized polymers, recycled
or virgin, and post-industrial or
-consumer waste
In the past 12 months, several European countries have restricted
the sales of virgin plastic packaging. This transition is accelerating the
overall demand for recycled plastics, which may result in shortages
of raw material supply in the future. In the reporting year, we have
observed early signs of this development. However, thanks to Cabka’s
in-house recycling activities and existing supply agreements, the
company was barely affected by these developments, successfully
avoiding any shortages in input.
• In-house material knowledge and backward integration to maximize
the utilization of difficult to recycle, at times lower quality, and less
sought-after material streams
• Focus on locking-in sufficient volumes through supply contracts
for the mid-term (up to three years) to reduce exposure to sport
market
• Further extend in-house recycling capacities to reduce overall
dependency on market
Yes
Cabka Annual Report 2022 – 31
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SHORT NAME DESCRIPTION 2022 DEVELOPMENTS TREND MITIGATION TACTICS TCFD
Scarcity of skilled labor
Low availability or difficulties
to attract skilled labor force
throughout the organization
and increases in labor rates,
also as a result of inflationary
developments
The labor market continued to recover in 2022 after it experienced
substantial shortages and disruptions during the COVID-19 pandemic.
While some key vacant positions were successfully filled throughout
the year, Cabka has faced difficulties to attract (mainly blue collar)
workforce at some locations. As a result, several strategic steps have
been taken to improve the company's access to talent. On the cost
side, high inflation sparked by the pandemic and further accelerated
by the conflict in the Ukraine, has led to a major adjustment in wage
levels. Though Cabka was not affected at all locations equally, labor
cost has noticeably taken a larger share of the overall cost base for
the group.
• Reform talent acquisition approach in both communications, e.g.,
through new alternative channels such as social media
• Addressing company representation and brand to initiate community
• Launching people charter defining company's values and expectati-
ons towards its employees
• Hiring policy to further improve great existing diversity profile
• Regarding cost, Cabka's large geographical footprint, including some
low cost regions (i.e., Eastern Germany and Spain), reduces impact
of changes in individual countries
• Automation of processes as central strategic objective, being gradually
implemented into existing operations to reduce mid-term exposure
No
Raw material cost
Prices of main raw material
streams experiencing strong
volatility and pressurizing profit
levels
With the COVID-19 pandemic continuously pressurizing international
supply chains, crude oil prices and hence, polymer prices reached an
all-time high in Q2 of 2022. After the virgin market experienced first
signs of relief in the fall, recycled materials followed suit with a delay
of ca. two months.
• Backward integration strategy assures that large share of raw mate-
rial input is recycled in-house, driving down input cost
• Several initiatives ongoing to further grow in-house recycling capa-
city and improve efficiency
• Constant efforts to fix volumes with suppliers as early as possible to
limit exposure to spot market
No
Loss of key customers
Inability to retain customers that
make up high revenue share in
a specific product category or
overall sales
Despite a challenging year for the economy as a whole, Cabka has
proven its value and standing as a reliable development partner. We
have extended existing large-scale partnerships, and also gained ma-
jor accounts across several key sectors, further reducing the overall
dependency on individual large clients.
• Maintaining large dependency of customers on Cabka through
own intellectual property, patents, and product knowledge
• Legal pre-cautions in place, mitigating severity of immediate finan-
cial impact
• Continuous efforts to diversify customer base and to reduce impact
of individual large accounts
No
Fires due to business
operations
Fires resulting from the storage
and processing of waste streams
into finished goods with major
implications for the producti-
vity and potential of leading to
significant cost
Thanks to a rigorous fire management concept and improved safety
measures the number of fire events within the organization was limi-
ted to only one non-material incident in 2022. Nonetheless, existing
systems have been further reinforced, to assure continued best
possible protection.
• Fire risk for material handling limited thanks to comprehensive
sprinkler system installed in all production halls
• For Eco business, fire alarm systems in place, including heat and
smoke detection and additional sprinkler systems
• Fire management plan in place, including, e.g., in-house fire depart-
ment, safety concept, and employee training at all sites
• In case of fires impacting production, contingencies, and alternative
capacities in place to assure continued operations
No
Cabka Annual Report 2022 – 32
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SHORT NAME
DESCRIPTION
2022 DEVELOPMENTS TREND
MITIGATION TACTICS
TCFD
Extreme weather events
Major natural events such as floodings,
storms, droughts, or forest fires disrupting
production and causing productivity and
financial losses
Climate change further advanced in 2022, with its implications
being noticeable all over the globe in the form of heat waves and
exceptionally heavy rainfalls. In August of 2022, Cabka was directly
affected by such an extraordinary event, with the production facility
of our US subsidiary in Hazelwood, MO, being heavily damaged by
floods in the area. Even though fast reaction of the local team and
successful outsourcing of crucial production capacities prevented
severe commercial impact, on-site operations had to be halted, and
repairs are expected to extend into 2023. As a result of this incident,
comprehensive measures will be put in place to make the production
site flood proof.
• After flood at Cabka North America Hazelwood plant,
working on preventive actions with Dutch water manage-
ment company Arcadis to make site floodproof
• Impact from possible forest fires in Weira plant mitigated
to through comprehensive fire management concept
Yes
Regulatory compliance
New or existing legislation limiting
the company's ability to conduct its
operations
As a result of the IPO in March 2022, regulatory requirements for
Cabka have expanded, especially in relation to additional reporting
and ESG compliance. Implications have been assessed and
adaptations were implemented where applicable. Furthermore,
several European countries have implemented a tax in 2022, which
limits the use of virgin plastic in packaging. Broader implications of
his development are being monitored.
• Legislation watch task force on group level for constant
monitoring of potentially relevant developments
facilitating immediate action if required
• Regular review cycles of necessary operational permits at
all production sites to ensure continued compliance
Yes
Digitalization
Insufficient digitalization of internal
processes or disruption of existing
activities and processes by new
technology leading to inefficiencies and/
or lower output and revenues
The digitalization of processes within organizations experienced
an acceleration during the first years of the pandemic. This has
highlighted optimization potential in how the organization utilizes
its existing digital infrastructure. In 2022 a comprehensive analysis
outlining this potential was conducted.
• Sufficient digital infrastructure in place, just not fully
utilized
• Gap analysis outlining potential optimization and
maximization of utilization of existing systems, resulting
in concrete countermeasures; implementation planned
for 2023
No
Adequate returns
Uncertain or disproportionately high
input prices and operating cost limiting
organization's ability to operate at sustai-
nable profit levels that allow for continued
operations
Due to the ongoing effects of the COVID-19 pandemic and the
war in Ukraine, the past fiscal year represented a global economic
challenge. As result, also Cabka’s profitability was pressured, mainly
driven by polymer and energy prices which reached new levels.
Nonetheless, we were able to record good operational results, thanks
to our in-house raw material recycling activities, favorable market
position, and loyal customer base.
• Strategically backward integrated, providing for stable
input material prices (~60% of input volume recycled
in-house)
• Provisions in place to reduce exposure to volatilities on
energy market, see Increase in energy prices
No
FX rate fluctuations
Volatility in currency exchange rates
leading to disadvantageous financial
impact
Due to the ongoing armed conflict between Russia and the Ukraine,
the Euro has suffered from an interim devaluation versus foreign
currencies. Although Cabka’s exposure to FX fluctuation is limited
and the Euro has recovered towards the end of Q3, we have taken
measures to further reduce this risk in the course of 2022, outlining a
hedging strategy that will be rolled out early 2023.
• FX hedging strategy defined for 2023, to be rolled out in Q1
• Rates to be fixed for date of payment and hedged at order
date, which facilitates planning stability and limits extra
cash expenditure
No
Cabka Annual Report 2022 – 33
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
SHORT NAME DESCRIPTION 2022 DEVELOPMENTS TREND MITIGATION TACTICS TCFD
Price pressure
Low price commodity goods
from low-cost markets affecting
price position and negatively in-
fluencing customer expectations
Volatile energy and raw material costs have substantially increased
production cost in 2022. To recoup these increases, albeit partially,
we implemented a series of pricing adjustments.
• Strategic focus on tailored products addressing customer-speci-
fic needs, thus increasing customer retention, and strengthening
pricing power
• Large commercial agreements, often aimed at establishing long-
term partnerships
• Backward integration facilitates input prices below market average,
which secures competitive pricing for more commoditized product
categories
No
Capacity limits to
growth
Production and recycling
capacities limiting potential
output and hence restricting
the company's ability to grow
according to the communicated
targets
Cabka production capacities have been historically utilized to a large
degree thanks to healthy order books and 2022 was no exception.
To facilitate mid-term growth targets, several new injection molding
machines were ordered, which are set to secure the projections
for 2023. In the ECO business, production was consolidated and
optimized, with the goal to achieve capacity gains of up to 30%.
• Yearly capacity reviews on group and site level based on sales
forecasts, as well as ongoing evaluations based on product
development pipeline
• Contingency secured through multiple sites in EU with similar
capacities and asset park, to assure operational flexibility
• In US, additional capacities secured through extensive tolling
network
• Routinely budgeting CAPEX of 10% of revenue
No
Cyber security
Protection of vital cyber and IT
infrastructure such as servers,
intranet, communication chan-
nels, and enterprise resource
planning systems
With a steadily growing number of online and mobile interactions,
and an increased reliance on digital communication infrastructure
during the pandemic, the risk for cyberattacks and data breaches
has further materialized. As a result, Cabka’s IT department has
commissioned a comprehensive assessment of its IT systems in Q3 of
2022, to outline potential measures assuring continuous protection
from outside threats.
• Protective technological measures in place which are continuously
improved in consultation with third party cyber security advisor
• Organizational improvements ongoing including systematic raising of
employee awareness and offering various training facilities
No
Interest rates
High interest rates limiting
the loan capacity and hence,
financial flexibility of the
company
Amid high inflation levels in the past 12 months, central banks have
adjusted lending rates in comparison to the past years of economic
prosperity. Although the IPO in March has supplied Cabka with a
substantial cash injection, which serves some assurance in case of
short-term cash requirements, we have started a process to further
optimize the overall debt structure of the group.
• In general, strong cash generating track-record of company
facilitates attractive borrowing conditions
• Improved access to capital markets since listing due to global
operations
• Necessity of short-term loans limited as a result of liquidity from
IPO cash injection
• Active hedging of revolving short-term credit facilities
• Long-term loans at fixed rates, eliminating risk
No
Cabka Annual Report 2022 – 34
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ESG Risk Management
At Cabka, the assessment and evaluation of ESG-related
risks is fully integrated into the general process of risk
identification and risk management. Out of all principal
risks enlisted in the overview, four ESG-related risks were
identified during the assessment process. ESG-related risks
are further categorized into risks regarding climate change,
circular economy, and ESG governance. The risk of extreme
weather events, along with the risk of increasing energy
prices was determined to be related to climate change. The
risk of low availability of materials is related to both climate
change and circular economy aspects. Finally, the risk of
regulatory compliance relates to ESG governance.
Climate Change Risks
Climate change risks are distinguished between physical
and transition risks. Physical risks refer to risks related to
the physical implications of climate change, concretely,
the increased severity and frequency of extreme weather
events. CABKAs principal risk Extreme weather events,
which encompasses any potential financial impact through
damages to our infrastructure, addresses this issue. This risk
materialized at our US subsidiary in St. Louis in August 2022,
when an extraordinary flooding event heavily damaged our
production facility. To mitigate such incidents in the future
and to further integrate this risk in financial and strategic
planning, a scenario analysis for each Cabka location will be
conducted in the short- to mid-term.
Transition risks are related to the move from a fossil
fuel reliant economy to a low-carbon economy. In this
category, Cabka’s risk assessment highlighted two principal
risks: Increase in energy prices and Low availability of raw
materials. With energy and material making up a large share
of our input costs, both may restrict our competitive edge,
predominantly in the price sensitive portfolio business. In
2022, shortages of raw materials and increasing energy prices
were accelerated due to COVID19-pandemic and the ongoing
war in the Ukraine. Considering the ongoing transition away
from fossil fuels towards a low-carbon economy, energy
and raw material markets are expected to remain under
pressure in the coming years. To mitigate the impact of these
developments, we are working towards a diversification of our
(renewable) energy sources, as well as an expansion of our
raw material streams.
Circular Economy Risks
The previously addressed risk of Low availability of materials
does not only affect Cabka from a climate change perspective
but also regarding circular economy. The EU’s plan to
transition to a circular economy has recently begun to impact
our industry through various restrictions on virgin plastic and
virgin plastic packaging sales. While this development offers
opportunities for Cabka as a manufacturer of predominantly
recycled plastic products, the overall demand for plastic
waste material will likely increase. To limit this risk, Cabka
is continuously optimizing the use of different low value
materials, thus extending in-house recycling capacity and
diversifying material input streams.
ESG Governance Risks
The principal risk of Regulatory compliance applies to
all three dimensions of ESG and is regularly evaluated in
connection to ESG policy development. Staying informed
about new legislation developments that could affect Cabka’s
operations both negatively and positively is an inherent part
of our risk and ESG management. Several new regulations are
gradually being adopted under the umbrella of the European
Green Deal to drive sustainability in the EU. As we expect
legislation and standards to further evolve, we aim to evaluate
their impact on our operations with increasing proactivity
to maximize arising opportunities. In light of this objective,
Cabka supports and participates in initiatives along our value
chain, which address such new regulatory requirements.
“The assessment and evaluation of
ESG-related risks is fully integrated”
Cabka Annual Report 2022 – 36
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
03
Contributing to
a better future
Cabka Annual Report 2022 – 37
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Sustainability reporting is an important tool for Cabka to communicate
material sustainability matters and our performance regarding environmental,
social, and governance matters to our stakeholders. This report introduces our
Environment, Social and Governance (ESG) ambitions, targets and actions as
well as relevant performance indicators for the upcoming years.
This is Cabka’s first ESG Report as part its annual financial
report and covers the period January 1, 2022 - December
31, 2022.
The data in this ESG report covers all entities that belong
to the scope of the Consolidated Financial Statements
as noted in Section B Note 1 of the Financial Report. Our
sustainability reporting covers the six sites under financial
control of Cabka, including our four production plants,
the Innovation Center and our corporate office. The site
in Genthin is considered until the end of its operation
in May 2022. Other office locations are excluded due to
their immaterial significance from environmental factor
KPIs (S1, S2, energy, water). GHG emission calculations in
Scope 3 include upstream and downstream emissions in
the value chain. We report on sustainability according to
the United Nations’ Sustainable Development Goals and
with reference to the GRI 2021 standard. Our reporting on
energy and climate change is aligned with the international
standard Greenhouse Gas Protocol. For the reporting on
climate related risks and opportunities, we additionally
follow the recommendations by the reporting guideline
of the Taskforce on Climate-related Financial Disclosure
(TCFD). The GRI and TCFD content indexes can be found
at the end of this report. This chapter on sustainability
covers Cabka’s material ESG topics. For each of those
topics, relevant company policies are portrayed as well as
our approach and targets for the future. Our performance
against these targets measured through carefully selected
key performance indicators (KPIs) is presented in this
report. The KPI results of this sustainability reporting serve
as the baseline for future reports. Measures in place to
ensure that we reach our targets are outlined. Potential
ESG-related risks and opportunities arising for Cabka and
its stakeholders are described together with the respective
risk management approach in the management report.
We have also disclosed all policies relevant for ESG on
our website.
Contributing
to a better
future
Cabka Annual Report 2022 – 38
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Cabka’s Main ESG Targets
2023 2025 2030
Maintain above 80%
recycled material input
100% of continuous raw material
suppliers assessed on ESG criteria
Implementation of people
charter through workshops
50% share of renewable energy
100% of continuous raw material suppliers aligned with Cabka Supplier Code of Conduct
Continuously work on increasing diversity level at Cabka
Continuously work towards full circularity
100% renewable energy and
carbon neutral in own operations
Circular Economy
Climate Change
& Energy
Sustainable
Procurement
Diversity &
Inclusion
100% of employees signed Code of EthicsBusiness Ethics
Continuous innovation of smart reusable solutions for transport packaging Innovation
Continuous communication and targeted training to foster a healthy and safe work environment Health & Safety
Cabka Annual Report 2022 – 39
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Defining our ESG policy
The basis of Cabka’s ESG policy is a double materiality
assessment conducted together with PwC in early
2022 to determine which sustainability issues are most
relevant to our business from a financial (or outside-in)
and impact (or inside-out) perspective. In this process,
two perspectives were analyzed to ensure that our focus
stays on those areas that have the greatest relevance:
the significance of ESG topics on the enterprise value of
Cabka and the significance of impacts Cabka has on people
and the environment. Additionally, stakeholder relevance
was included in the analysis as a complementary aspect.
Following the GRI 2021 guidance to determine material
topics, European sustainability reporting guidance on CSRD
available early 2022, the GRI 2021 Standard, a stakeholder
analysis, and an evaluation of relevant industries were used
to identify eleven relevant topics. The stakeholder analysis
included interviews with key customers, input from peers
and relevant organizations, and expert knowledge from
different business functions within Cabka such as finance,
operations, investor relations, and compliance. Additional
to the analysis, a stakeholder engagement process was
conducted to validate the preliminary results and ensure
that we understand the importance of the different ESG
topics to our stakeholders.
After review and validation by the Management Board,
eight material topics were identified as high priority for
Cabka. These are Circular Economy, Product Quality &
Innovation, Occupational Health & Safety, Climate Change
& Energy, Business Ethics, Diversity & Inclusion, Supplier
Environmental Assessment, and ESG Management.
Material Topics
ENVIRONMENT
LOW HIGH
HIGH
SOCIAL
GOVERNANCE
FINANCIAL MATERIALITY
IMPACT MATERIALITY
STRATEGICFOUNDATIONAL
Water & Effluents
Biodiversity
Human Rights in the Supply Chain
Circular Economy
Climate Change &
Energy
ESG Management
Occupational Health & Safety
Business Ethics
Supplier Enviromental Assessment
Product Quality & Innovation
Diversity & Inclusion
Bubble size represents
overall importance of
topics to stakeholders
Cabka Annual Report 2022 – 40
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
The remaining topics of water and effluents, biodiversity,
and human rights will be continuously monitored to assure
awareness of potential changes in priority. The material
topics are divided into strategic and foundational topics,
where the foundational topics are the pillars that support
the proper management of the business, and the strategic
topics are those that allow us to continue pursuing the
leadership of the sector. A review of material topics will
be carried out every one to two years, and a complete
reassessment every four years to ensure our policy reflects
the financial and impact relevance of ESG topics for the
business and remains aligned with the expectations and
priorities of our stakeholders.
Continuing the stakeholder dialogue
Our key stakeholders and their opinions are critical to our
business decisions. Hence, it is key to know the needs and
expectations of customers, investors, local communities,
suppliers, and our people. It is also a core component of
building and managing a robust ESG policy. Identifying our
priority stakeholders stood at the very beginning of Cabka’s
sustainability policy.
In 2022, we conducted a dedicated stakeholder
engagement process to validate our material ESG topics
assessment and ensure we prioritize relevant sustainability
issues. One part of this process were structured
interviews with key customers and representatives from
the investor community. Two rounds of interviews and a
joint workshop with Cabka’s management team and site
management provided operational input and guidance
for the development of our ESG policy. Cabka envisions
a full revaluation of the materiality analysis assessment
every four years. A yearly review by continuous stakeholder
engagement is realized through a range of channels:
• The exchange with our customers is key in driving our
innovation and circular economy strategies. We are in
constant contact to understand their needs and integrate
these into the strategic development of the business. Our
sales team engages directly with our customers and indirectly
at industry events and conferences. Our membership and
engagement in industry associations as well as supplier
evaluation programs also guide our ESG approach.
• The exchange with our investors on roadshows,
discussions with analysts, and meetings with our investor
relations team help us to identify trends and expectations
on ESG in the finance community.
• We meet and exchange with local communities during
company visits and local events. This is also critical to
understand which environmental and social topics we
need to address.
• Strong cooperation with our suppliers is key to achieving
our ESG ambitions. Our sustainable procurement roadmap
addresses the need for even more advanced interaction
with the supply chain through our procurement team.
• Our people are our most valuable asset. Internal
communication is supported among others via our Cabka
intranet and Cabka App, on-site and online meetings and
management updates. Personal development discussions,
team events and trainings together with surveys and
exchange with employee representatives help to identify
social issues to be addressed in our sustainability agenda.
Cabka's core commitments
At Cabka, we have put a strong focus on further
developing and formalizing our ESG policy during 2022.
As a business partner, we want to change established
processes and systems to make them more efficient
and sustainable. Responsibility for this starts in our own
operations - responsibility towards the environment, the
people, and the markets we operate in. Cabka has set
firm commitments as a foundation for its sustainability
approach. Overarching is Cabka’s Code of Ethics, which
defines our core values for working together and taking
responsibility for the environment. The Code of Ethics also
establishes the basic principles of how we work.
Core commitments to our people: respect for
international human rights and equal treatment in a diverse
and inclusive workplace committed to providing safe and
healthy conditions.
Core commitments to the environment: we strive
for continuous improvements in our environmental
performance in the use of energy, water, and natural
resources as well as in emissions and waste prevention.
In 2022, the Cabka management team involving all
entities developed an ESG policy that translates these
commitments into concrete targets. These objectives
have been strategically set in line with our material topics,
in areas where Cabka has a distinct impact, or in areas
that potentially impact us in our future endeavors. These
targets are described in detail in this ESG chapter.
Cabka Annual Report 2022 – 41
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Cabka’s Sustainability Governance Framework
In 2022, Cabka has established an ESG Task force. This
working group was created to address the sustainability
challenges faced by Cabka and to secure an optimal
management of the Group's Environmental, Social and
Governance aspects. Endorsed by the company's senior
management, the Task Force performs the task of macro-
oversight of the overall ESG policy and manages the aspects
identified as material to Cabka. Among the concrete
functions the Task Force performs are the assessment
of progress of the Group's ESG policy, the provision of a
platform to share milestones, challenges, and establish
synergies between topics.
The Task Force is structured to enable ESG decision-making
on Group level with a holistic perspective. Therefore, members
of the Task Force are Cabka’s CEO, CFO, COO, CPDO, our
Sustainability Director, and the topic leaders of Cabka’s
material ESG topics. Other members who regularly attend
the meetings are Cabka’s Compliance Officer, the Head of
Controlling, and the Responsible of Investor Relations and
External Communications. Meetings are held at least twice a
year to evaluate progress and results and conduct trainings on
certain topics. Since the Management Board members are also
part of the ESG Task Force, progress on the implementation of
Cabka’s ESG policy is regularly reported to them.
This decentralized approach to ESG governance benefits from
the individual expertise of topic leaders, which allows Cabka
to holistically monitor ESG trends and analyze improvement
areas. Additionally, the governance approach supports the
periodical update of Cabka’s materiality analysis.
Within Cabka’s integrated ESG Management, the topic
leaders from various business functions are responsible
for the global supervision of their ESG topic and the
monitoring of progress towards topic objectives, as well as
the implementation of topic-related actions at Group level.
Topic leaders are the people within Cabka with the optimum
position and expertise to perform this role according to
the specific material topic. With this management of ESG
matters with members of the management team, we see
a more agile integration of our ESG policy into our day-to-
day business decisions and more importantly into strategic
business decisions. Topic leaders are invited to join the Task
Force. The Sustainability Director supports the topic leaders,
providing the Group's holistic perspective and expertise in
the technical aspects of ESG management.
We recognize that the further integration of ESG
considerations into our day-to-day business can only be
achieved with a committed, flexible, and professional
team. In 2022, the management of ESG topics has been
strengthened through the appointment of new key position
holders. Notably, the positions of Global SHEQ (Safety,
Health, Environment and Quality) Management, Global
Quality Management, and the Sustainability Director have
been added to the organization.
Already in 2020, we started to review our ESG management
performance through an external company. Since then, we
participate in the annual evaluation by EcoVadis. The rating
agency EcoVadis wants to motivate companies to engage in
the areas of environment, ethics, labor and human rights as
well as sustainable procurement and annually evaluates their
performance in these matters. It takes a close look at the
ESG management of more than 90,000 companies from 160
countries and 200 different industries and rates them based
on their measures, policies, and procedures.
Cabka has taken the EcoVadis assessment for sustainable
companies in 2022 and once again received the silver
medal. The score of 58 points achieved in the evaluation
puts Cabka in the top 25 percent of all evaluated
companies. Among the manufacturers of plastic products,
we rank among the best 20 percent.
Cabka’s ESG Task Force
Management Board
oversight on, and responsibility for ESG agenda
Support
controlling, internal relations, , investor relations and communications
Topic leaders
supervision of material topics,
and implementation of
Group level actions
Sustainability
Director
technical expertise and consultant
to topic leaders
The rating agency EcoVadis rated more than 90,000
companies in the areas of environment, ethics, labor
and human rights as well as sustainable procurement.
Cabka has taken the EcoVadis assessment and once again
received the silver medal.
Cabka Annual Report 2022 – 42
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Cabka’s contribution
to the SDGs
As part of Cabka’s ESG policy development, the determined
material topics were aligned with the United Nations
Sustainable Development Goals (SDGs). We have selected
the SDGs that are most relevant to our operations, our
targets, and what we stand for as a global enterprise.
Subsequently we have assessed how we aim to contribute
to each one of the goals. Throughout this ESG report,
the individual SDGs are also mapped against the different
topics.
SDG OUR AMBITIONS
Gender equality
• We offer equal opportunities to women and men
• Diversity and inclusion are core topics at Cabka. Our diversity policy describes our commitment
towards a diverse composition of our company boards.
• We specifically focus on the development of gender diversity in management and decision-making
positions within the Group and aim to reach in the coming years diversity levels already achieved
on supervisory board level.
• Our Code of Ethics sets our principles for equal treatment.
Affordable and
Clean Energy
• Cabka plans to increase its share of green energy to 100% by 2030.
• Our production sites are evaluating on-site energy generation with renewable sources and will use
this to increase the share of clean power.
Decent Work
and Economic
Growth
• At Cabka, the provision of a healthy and safe workplace is key.
• We strive for technological improvements to increase energy and resource efficiency in
consumption and production, making a sustained and positive impact on logistic chains worldwide.
Industry,
Innovation, and
Infrastructure
Research and innovation already play and will continue to play a vital role for Cabka in further driving
the use of recycled content in sustainable product solutions and increase the use of hard to recycle
materials. With our innovative RTP solutions, we aim to achieve a breakthrough in supply chains and
make a positive impact in our customers industries with durable, high-quality products with a low
environmental impact.
Responsible
Consumption and
Production
We will continue to focus our efforts on circularity in the use of our products and their recycling at the
end of their life, and further improve the overall sustainability performance of our product portfolio.
Climate Action
Through the diversion of waste from incineration, our business model based on recycling and using the
new primary material to manufacture reusable products reduces the use of virgin material and helps us
make a positive impact. Concerning our own operations, we aim to reach carbon neutrality by 2030.
Cabka Annual Report 2022 – 43
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Climate change matters because it affects all life on earth. Governments
around the world have made commitments to reduce the CO
2
impact of
their economies. Many industries have started their transformation with the
ultimate objective of becoming net zero. The goal is to limit global warming to
1.5°C compared to pre-industrial levels, in line with the Paris Agreement. At
Cabka, we are committed to reducing our emissions in line with this goal.
Working towards
a positive
climate impact
Our roadmap to reducing emissions
As a leading integrated circular production company, we
have set strong ambitions to reduce our carbon footprint
at our sites and in our value chain. All our sites are currently
developing and implementing roadmaps to reduce carbon
emissions in Scope 1 (direct emissions) and Scope 2 (owned
indirect emissions) with the objective to become carbon
neutral by 2030. We are also looking to better understand
our Scope 3 emissions, which are the emissions only
indirectly associated to Cabka through upstream and
downstream activities. For several years, we have been
studying the environmental impact of our products. In 2022,
Cabka has selected the Dutch specialist company Ecochain
as a partner to develop specific Life Cycle Assessments. This
will allow for a closer look at the materials and processes
that contribute to the environmental footprint of our
products and therefore influence our actions. In a first step
and as a pilot project, we worked towards a cradle-to-gate
analysis of raw material and production process impact.
This work will continue during 2023 to further deepen our
understanding of our value chain impact. As we are reducing
the carbon intensity of our own operations, we further
accelerate our climate impact reduction. Already, the high
usage of recycled material contributes to reducing carbon
emissions. Working with our customers on solutions with a
higher circularity score – increasing pallet lifetime, reuse,
and recycling - adds another level of carbon avoidance.
Our climate & energy targets
• Increase the share of renewable energy in total energy
intake to 50% in 2025
• 100% renewable energy and carbon-neutral operations
in 2030
Our 2022 Climate Performance
• Total energy consumption: 105,524 MWh
• Share of renewable energy: 5.1%
• Scope 1 emissions: 2,963 t CO2eq
• Scope 2 emissions: 47,009 t CO2eq
• Scope 3 emissions: 168,845 t CO2eq
Cabka Annual Report 2022 – 44
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Carbon avoidance from working with recycled material
In 2022, Cabka took in 121kt of plastic waste. Each kg of
secondary raw material used instead of primary material
saves up to 1.5 kg of CO
2
. Each kg of plastic waste diverted
from incineration saves more than 2kg of CO
2
3
. Our in-
house waste processing and mainly recycled material input
led to 298,069 t CO
2
eq of GHG emissions being avoided in
2022. Hence, with our business model we avoided more
emissions than ones that were generated through our
overall company carbon footprint (Scope 1, 2, and 3)
Key measures for climate protection
We have developed a step-by-step roadmap for each
of our production sites for planned measures to reduce
our CO
2
-footprint and limit energy consumption from
non-renewable sources. Our 2022 energy and emissions
performance serve as the baseline for this. The most
pressing and decisive project is to green the electricity
at every site, for instance through on-site electricity
production and the provision of green electricity from
electricity providers. We are planning to install solar panels
on the roofs of our buildings at our production site in
Ieper, Belgium in 2023. Simultaneously, we are working
on electrifying on-site vehicles, heating, and different
production processes. At our biggest production site
in Weira we are working towards electrifying the entire
fleet of forklifts. One building at the same site switched
from oil-based heating to an electric heat pump in 2022.
The already initiated implementation of a Manufacturing
Execution System (MES) will bring further insights for
additional energy efficiency improvement measures. Our
operational site in Weira is ISO 50001 certified. For new
machine investments, energy efficiency evaluations are a
standard step in the process.
50%
Increase the share
of renewable energy
in total energy intake
to 50% in 2025
Our climate & energy targets
2030
100% renewable
energy and
carbon neutral in
own operations
in 2030
3
European Environment Agency: Greenhouse gas emissions and natural capital implications of plastics (2021)
https://www.eionet.europa.eu/etcs/etc-wmge/products/etc-wmge-reports/greenhouse-gas-emissions-and-natural-capital-implications-of-plastics-
including-biobased-plastics/@@download/file/ETC_2.1.2.1._GHGEmissionsOfPlastics_FinalReport_v7.0_ED.pdf
4
https://www.mckinsey.com/capabilities/sustainability/our-insights/how-a-materials-transition-can-support-the-net-zero-agenda
Cabka Annual Report 2022 – 44
Cabka Annual Report 2022 – 45
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In a perfectly circular economy, waste does not exist. Products and raw materials
are designed to be reused as long and intensively as possible, again and again.
Waste is the new raw material. The waste hierarchy is a concept to help this
transition. Thinking of eliminating waste in the first place, the hierarchy prioritizes
reduce, followed by reuse, and then recycle.
Keeping plastics
in the loop
The increasing awareness for sustainability around the
globe is driving the demand for sustainable products and
regulations to raise sustainability standards. A more circular
economy can also cut emissions from heavy industries by
56% by 2050
5
. Keeping plastics in the loop and abstaining as
much as possible from virgin plastics are key instruments to
reach both emission reduction and circularity targets.
Taking our circular economy business model to
the next level
Cabka dedicates its knowledge and technology to the
circular economy. In 2022, Cabka has processed over
121kt of waste to make new products, reaching a recycled
content intake of 86%. We achieved this through our
unique business model, which integrates the entire process
from waste to product with in-house material and product
engineering, tool development and owned recycling and
production facilities. During 2022, priorities have been set
to foster this strong positioning and further improve Cabka’s
circular economy performance in line with the EUs target of
transitioning to a fully circular economy by 2050:
• Development of new post-consumer material streams
using inhouse knowledge on recycling technologies and
material uses.
• Proactive monitoring of increased legislative activity, in
particular under the policy framework of the EU Circular
Economy Action Plan (CEAP, the main building block
of the European Green Deal) and the resulting market
developments and new business opportunities. CEAP is a
prerequisite to achieve the EU’s 2050 climate neutrality
target and to halt biodiversity loss. The framework is
relevant for different aspects of Cabka’s business model,
such as waste and recycling, plastic strategy, circular
products, design of sustainable products, critical raw
materials, packaging waste, and industrial emission.
• Further development of buyback programs, already in
place with some of our key customers. Through this,
users of transport packaging feed their used pallets and
5
https://www.mckinsey.com/capabilities/sustainability/our-insights/how-a-materials-transition-can-support-the-net-zero-agenda
Cabka Annual Report 2022 – 46
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
containers right into the dedicated recycling stream,
supporting Cabka to close the loop.
• Strengthening the relationships with research organizations
key to our future innovation capacity.
• Further efforts to get involved in non-profit waste
collection projects.
Our circularity target
• Maintain a share of recycled content above 80% in our
products
Our 2022 circularity performance
• Percentage recycled content in sold products: 86%
• Total amount of plastic waste intake: 121kt
• Total water consumption: 10,355 m
3
Circularity in our own operations: waste and water
recycling and closed loops
Cabka’s operational sites have waste management
programs in place. The main types of waste are production
scraps and residuals from our recycling processes.
• Scrap from production is re-routed into production
through in-house shredding, hence there is no
material waste in our manufacturing process. Cabka’s
Manufacturing Execution System implementation will
further reduce production scrap.
• Residuals from Cabka’s recycling processes and other
operation waste are transferred to dedicated waste
management and recycling companies. There is a
dedicated handling and waste concept for working with,
and handling of hazardous materials, e.g., in the form of
hydraulic oils, cleaning detergents or coloring agents.
• Cabka uses low amounts of water in its production and
recycling processes since we process waste through dry
mechanical recycling. The main water usage is currently
attributed to sanitary purposes. Where technically
feasible, we already use, or are looking to implement
closed circuit water systems. Due to the type of usage
in our production, there is no specific sewage treatment
required. Slurry from recycling is treated by specialized
waste treatment companies.
The waste concept at our site in Weira has been reviewed
and improvement measures have been implemented.
We will analyze waste output on an annual basis, adjust
accordingly and evaluate the possibility to expand
circularity measures into new areas of our operation.
LANDFILL
INCINERATION
RECYCLE
REUSE
REDUCE
Smallest
environmental
impact
Biggest
environmental
impact
86%
Percentage
recycled content in
sold products
Our 2022 circularity performance
121 kt
Total amount of
plastic waste intake
Cabka Annual Report 2022 – 46
Cabka Annual Report 2022 – 47
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Innovation is at the heart of everything we do. We are committed to innovation
in design, recycled plastic materials, and advanced processing and recycling
technologies. We are constantly looking for new ways to improve our products
and processes and to develop new solutions that meet the needs of our
customers. We believe that innovation is key to keeping our position as a market
leader. We prioritize innovation in all aspects of our business, including design,
materials, technology, and sustainability.
Innovation in
our DNA
Enabling sustainable breakthroughs
Cabka's mission is to provide smart and reusable
solutions for transport packaging that focus on circularity
and sustainability. Our goal is to enable breakthroughs
throughout the supply chain by continuously innovating
and improving products and processes. Cabka strives to
create products that are durable, high-quality, and have
a low environmental impact. We consider ourselves as
generators and promoters of global change towards a
circular economy. This is our business model and guides
our innovation strategy.
We have implemented a structured stage gate process for
innovation that allows us to identify and develop the most
promising solutions for transport packaging.
Ideas Scoping Business case Development & test Launch
Cabka Annual Report 2022 – 48
Transformation Matters
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Cabka's approach to innovation involves data-driven
product development. We gather and analyze data from
various sources such as customer feedback, market
trends, and performance data from our products to
help decision-making and guide development efforts.
Additionally, data-driven development creates focus to
identify new opportunities for innovation and stay ahead of
market trends.
Innovation at Cabka is divided into three interlinked
development areas:
• Materials
• Products
• Processing
Our 2022 innovation performance
The investment into our innovation capacity and the
dedication of our team built the foundation for establishing
long-lasting client relationships with large customers. In
2022, we signed three major contracts for customized
foldable container solutions with US retailer Target,
the pooling company CHEP and automotive company
BMW. Beyond our innovation capability, Cabka’s circular
economy focus was another key factor contributing to the
achievement of those agreements.
Our innovation ecosystem
Innovation at Cabka is a combination of three elements:
culture, strategy, and the translation into a pragmatic
roadmap with specific, measurable, and achievable goals
that are set to drive innovation. Within Cabka, these
elements are integrated and aligned, establishing an
innovation ecosystem that enables us to be adaptive and
responsive to the ever-changing market, customer needs, and
technology advancements. Cabka’s suppliers and customers
have a very important impact on our innovation scheme,
through collaborative meetings and strategic partnerships,
allowing us to move fast, focused, and efficiently.
Key role for our Innovation Center in Valencia
Cabka has a dedicated team of engineers at its Innovation
Center in Valencia, conducting research and development
on new ways to utilize recycled plastics through new
processes, products, and technologies. Our Innovation
Center is key in driving innovation and growth by
developing new solutions that are not only cost-effective
but also environmentally friendly. Working closely with
other departments such as marketing, operations, and
sales ensures a broader view of the market and customer
needs to define the best solutions and guarantee a
smooth implementation. We collaborate intensively
with our customers to develop solutions that meet their
specific needs. A high-end lab facility was added to our
Innovation Center in 2022, where all the incoming raw
materials are monitored and further formulated on a
global basis.
Innovation KPIs and targets used inhouse at Cabka are
specific and measurable, allowing us to track our progress
and make adjustments as needed, to allocate resources,
set priorities and make decisions. Thus, we ensure that
all innovation efforts align with the company's overall
strategy and goals.
In 2022, Cabka has made considerable investments into
new products, production capacity and automation.
CAPEX in new molds and new machines reached € 10.1
million. This really sets our innovation center as the
incubator of Cabka’s future production. 6% of operating
expenses went into R&D.
Skills through learning and collaboration
Innovation needs knowledge. Our colleagues are our best
asset. That is why we provide dedicated training schemes
“We believe that innovation is key to
keeping our position as a market leader”
Cabka Annual Report 2022 – 49
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
for everyone working at Cabka. On top of that, Cabka
is embedded in several European projects, where we
work with many other companies and organizations. This
collaboration improves our skills, and subsequently our
products, materials, and processes.
A few examples:
• ACROBA, a project on automation where cutting the burr
of the pallet will be done by a robot – relevant for Cabka’s
future digitalization.
• INCREACE, a project aiming at developing recycled
material with anti-static properties (ESD). This material
does not exist nowadays. So it will significantly increase
the amount of recycled material valid for this product
application.
• Cabka is involved in a cluster for product development
(Cluster of packaging innovation in Valencia, Spain),
materials development (Anarpla, Spanish society for
recycling companies), and working closely with technical
institutes such as ITENE (Research Center for Packaging),
AIMPLAS (national technical institute for plastic), IDF
(design and fabrication institute), and Fraunhofer
(Europe's largest application-oriented research
organization).
Quality management across the entire supply chain
Quality is a main driver within our organization.
A comprehensive Quality Control Management is
implemented, from supplier to end customer, across the
entire supply chain. Cabka is committed to its customers’
success and strives to meet customer needs through
continuous improvement of our products, services, and
processes. Customer satisfaction is the number one
priority at Cabka. Complaints and results are discussed and
reported to senior management during board meetings and
improvement actions are scheduled, implemented, and
then evaluated. Our internal quality control ensures the
delivery of our end products at the high-quality standards
demanded by our customers. The laboratories at our
Innovation Center and production sites work according to
the ISO 9001 certification and the ISO/DIN norms for our
test methods.
We have prioritized specific fields of actions during
2022. We have analyzed our complaint management
process and implemented actions to improve quality
complaints handling. This will be further pursued in 2023.
In operations, the introduction of our Manufacturing
Execution System in Cabka was accompanied by the
implementation of further quality control measures
directly at the production line. In the coming years, an
extended group-level quality system management is
expected to develop synergies between Cabka sites and
make the overall quality management system more efficient
and impactful.
€ 10.1m
2022 CAPEX in
new mold and new
machines
Cabka Annual Report 2022 – 49
Cabka Annual Report 2022 – 50
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Cabka's ambition is to conduct our business in an ethical way and integrate
our values into our daily business activities and work life. If we want to have
a positive impact on society, we need to ensure that all our operations are
conducted with the utmost respect, not only for the law, but also for human
rights and the values that characterize us: respect, openness, cooperation
and transparency. Our 2022 materiality analysis identified business ethics as
a material topic for the Group. We have also disclosed all relevant business
ethics policies on our website.
Business ethics
Our framework of integrity
Specific policies regarding human rights and working
conditions complement the basic principles of our daily
work outlined in our Code of Ethics. Our commitment
of zero tolerance for corruption and bribery form the
core of our internal organization and the cooperation
with external partners. The General Counsel Legal &
Compliance has been assigned as topic leader to drive
initiatives on ethical issues. Risks related to business
ethics were evaluated as part of Cabka’s comprehensive
risk assessment process, outlined in the risk management
section of the management report.
Our business ethics targets
• 100% of employees signed Code of Ethics in 2023
• At least one communication campaign on Business
Ethics at Group level per year
We have started measuring our performance to reach
our business ethics targets and will start reporting these
results in the full year report for 2023.
Three main lines of action
Cabka ensures maximum respect for its values and
policies through three main lines of action:
1
Collaborate with management at site level to
strengthen compliance processes and encourage
their participation in awareness-raising,
communication, and training processes.
Our staff is currently located in five countries on two
continents. Understanding the cultural and workplace
differences in each of these locations is vital to ensure
that we are able to properly communicate what we
expect from our people. As part of our assessment and
Cabka Annual Report 2022 – 51
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About us Corporate governance Financial reportManagement report ESG
updating of internal procedures, we have held working
sessions with each of the site managers to involve them in the
process and, through them, manage the Group's diversity.
2
Promote a culture of communication with
colleagues and collaborators through our
Whistleblowing Channel.
In 2022, we have reinforced our commitment by updating
our Whistleblowing Policy. We have developed a new
whistleblowing procedure that seeks not only to ensure
the use of our complaint channels, but also to encourage
the use of these channels as a form of communication
and consultation by users. The focus of the channel
is therefore not only reactive, but also preventive,
encouraging users to submit questions on how to proceed
in situations that may involve a breach of Cabka's policies.
Therefore, we have designed a training campaign on
the use of the Whistleblowing Channel, which will be
implemented in 2023. The goal is to encourage the use of
the channel by our colleagues and collaborators, making
them aware of how the process works and their rights and
guarantees during the process.
3
Conduct training and awareness campaigns for
colleagues and collaborators.
One of the keys to ensuring compliance with our
policies is the correct training of our people, so that
they can detect behavior not acceptable for the Group.
We therefore plan to prepare an internal dissemination
campaign to be implemented during 2023. This campaign
aims to train our people and direct collaborators in
Cabka's standards of conduct, as well as to publicize the
consultation and whistleblowing procedures in a simple
way that is adapted to the day-to-day operations of our
different centers and offices. In the coming years, we plan
to conduct training campaigns with a more specific target
within the Group, based on an analysis of our risks and
the position and responsibility of our people.
“We aim to integrate our values into our
daily business activities and work life”
100%
of employees
signed Code of
Ethics in 2023
1
At least one
communication
campaign on
Business Ethics
at Group level
each year
Our business ethics targets
Cabka Annual Report 2022 – 51
Cabka Annual Report 2022 – 52
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Cabka is committed to providing safe and healthy working conditions. As we
are working towards health and safety excellence, the responsibility to keep
our people protected has been ranked as a strategic priority on our current
ESG agenda. Our focus lies on protecting the environment and our colleagues,
as well as the sustainable use of the available resources.
Occupational
Health & Safety
Our Health & Safety Management System
The Cabka Health & Safety Policy and Environmental
Policy provide the overarching principles we strive for,
to foster a healthy and safe working environment, people
engagement and further integrating health and safety into
our culture, with annual improvements on the related
indicators.
Health & Safety is embedded in Cabka’s SHEE (Safety,
Health, Environment and Energy) Management System
at production and administrative sites. The defined
responsibilities and regulations within the framework
of this system apply to all Cabka staff and all external
service providers of the company who have an influence
on the result of the SHEE management system. For the
latter, this applies notably to temporary workers at Cabka
production sites as well as third party employees who
provide on-site services. The management system is
aligned with the requirements of the ISO standards 14001,
45001 and 50001. It starts with leadership commitment
expressed in policies and risk and opportunity analysis
looking at the essential business processes. Based on this
analysis, relevant and site-specific KPIs can be developed
and measured.
Continuous improvement
Targeted training and communication form the basis
for a continuous improvement process. All Cabka
employees are introduced and trained on their tasks
and are actively encouraged to participate in improving
the SHEE management system. A generic annual health
& safety training is provided to everyone at Cabka.
All employees are invited to address their inquiries as
part of the internal suggestion system. To be able to
react appropriately to emergencies, possible dangers,
accidents and emergency situations, and the associated
environmental and occupational safety, effects are
determined by the safety specialist and responsible
persons. Besides specifically trained staff, Cabka also
works with external consultants in those assessments. Site
visits from medical professionals are a legal requirement
at our sites and provide the possibility to detect and
address occupational health issues. They also advise on
workplace design and provide medical certifications for
Cabka Annual Report 2022 – 53
Transformation Matters
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Transformation Matters
specific professions or tasks (e.g., working in heights and
forklift driver check).
Essential hazard prevention and emergency precautions
are regularly checked for their effectiveness and revised
if necessary. Trainings are provided in practical manner
and at the specific workplace as much as possible. This
reaches from occupational safety instructions, over crane
training, to fire extinguisher exercises. As part of the
regular management review and internal audits, potentials
for improvement are determined and appropriate
measures taken.
Site Certification and Effectiveness on Group Level
In 2022, we have made the first steps to integrate Cabka’s
sites’ SHEE management systems into a group SHEE
management system and a roadmap for the coming years
is being developed. Best-practice sharing and knowledge
exchange between our sites are expected to make the
overall system more effective. The main focus of this
exchange in 2022 was on health and safety topics. We will
continue to develop the exchange between Cabka’s sites
throughout 2023. Next to existing certifications with ISO
9001 and ISO 50001, the SHEE management system at
Cabka’s main production site in Weira, Germany was ISO
14001
and 45001 certified for the first time in 2022. We are
looking to obtain these certifications for other Cabka sites
as well. As the integration towards a group management
system makes further progress, we are expecting to
externally report on H&S Group KPIs and targets in the
next financial year.
“The responsibility to keep our people
protected is a strategic priority”
ISO
Main operational
sites are ISO 9001
certified. Cabka in
Weira is ISO 50001
certified
Our site in Weira
is ISO 14001
and ISO 45001
certified in 2022
Site Certification on Group Level
Cabka Annual Report 2022 – 54
Transformation Matters
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Transformation Matters
Differences in skills, backgrounds, culture, gender, age, and other
characteristics help us to look at issues and solve problems together in
different ways, to respond differently to challenges and to take more robust
decisions. Diversity drives innovation and accelerates growth, enabling us
to attract and maintain the best talented people, which is key to future
business success.
Diversity and
inclusion
All these different skills and backgrounds reflect the
diverse nature of the environment in which Cabka
operates and improves the effectiveness of our work
through diversity of approach and thought. With our sites
in five different countries, the Cabka Group embraces
and nurtures diversity, bringing together a great variety of
cultures, languages, and backgrounds. Cabka’s ambition is
to ensure a diverse and inclusive workplace. The objective
for the coming years is to ensure that at least one-third of
the Executive Committee and management positions will
be held by women.
Improving awareness of Cabka’s values and gender diversity
Our priority is to ensure that respect for diversity is
embedded in Cabka's values and ensure that our people
live the Cabka values providing clear rules and raising
awareness in the organization. Cabka published a diversity
policy in 2022, focusing on the development of gender
diversity in management and decision-making positions
within the Group. We pay specific attention to gender
equality in the hiring, payment, and development process
of our colleagues.
Our diversity & inclusion targets
• Implement people charter through workshops in 2023
• In the next five years, work on Management Board
appointments to also reflect the diversity level already
achieved in the Supervisory Board
Our Diversity performance in 2022
• Percentage of female in Supervisory Board: 33%
• Percentage of female in Management Board: 0%
• Percentage of female in Management Team: 12,5%
• Percentage of female across the organization (excl.
temporary labor): 17%
Diversity achievements and outlook
The Chief People Officer position in the Executive Team
has been filled in 2022. Our Code of Ethics has been
complemented by a People Charter highlighting Cabka’s
Cabka Annual Report 2022 – 55
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About us Corporate governance Financial reportManagement report ESG Cabka Annual Report 2022 – 55
Transformation Matters
core values. The introduction of the Charter, signed off by
management in 2022, will be accompanied with company
workshops and communication activities. Diversity and
non-discrimination are part of Cabka's Code of Ethics,
Suppliers Code of Conduct and our Human Rights policy.
Non-compliance with these policies is reported through
our Whistleblowing Channel. No reports were received
in 2022.
People are the cornerstone of Cabka’s current and future
success. To facilitate and assure our continued success
and growth, we decided in 2022 to start developing our
People Management organization. With this change in the
structure of the team, we expect to further strengthen
our intercultural competence. For the next five years,
we are working on Management Board appointments to
also reflect the diversity level already achieved in the
Supervisory Board. The Management Board will report on
progress in the Company’s Annual Report.
“Diversity drives innovation and
accelerates growth, enabling us to
attract and maintain the best talented
people, which is key to future success”
33%
Percentage
of female in
supervisory board
17%
Percentage of
female across the
organization
Our Diversity performance in 2022
Cabka Annual Report 2022 – 56
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Our ambition to expand sustainably implies that, in addition to having the
proper quality and price, our materials, goods, and services also need to be
procured responsibly in a sustainable manner. Together with our suppliers we
can create a more sustainable supply chain that will reduce costs, manage
risks, open new economic opportunities, and enhance the value of Cabka.
Ultimately, our supplier engagement supports our risk mitigation and cost
management of our operations.
Creating a
sustainable
supply chain
Core principles for our suppliers
Our suppliers are required to comply with Cabka's Sup-
plier Code of Conduct, introduced in 2020, accessible
in English, French, German, Dutch, and Spanish on our
website. Cabka’s Suppliers’ Code of Conduct sets environ-
mental and social principles such as the exclusion of for-
ced labor and human trafficking, ban of child labor, paying
workers fairly, setting working hours in accordance with
standards, freedom of association, and health, and crea-
ting a safe working environment. It also sets the expecta-
tion for our suppliers to ensure recruitment regardless of
gender, ethnicity, or sexual orientation and includes requi-
rements for environmental responsibility such as avoidance
of pollution and waste minimization as well as voidance of
hazardous substances.
Our sustainable procurement targets:
• 100% of continuous raw material suppliers assessed on
ESG criteria in 2023
• 100% of continuous raw material suppliers aligned with
Cabka Supplier Code of Conduct by 2025
Our sustainable procurement performance in 2022
• 35 % of purchased resin volume coming from continuous
suppliers assessed on ESG criteria
• 35 % of purchased resin volume coming from continuous
suppliers which are aligned with Cabka’s Suppliers Code
of Conduct
Cabka Annual Report 2022 – 57
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Transformation Matters
Our progress with our partners in 2022
The supplier sustainability assessment helps us to better
understand our partners’ positioning in environmental,
social, and governance areas. We started the process
with our top 20% continuous suppliers in resin materials
– the heart of our business. They are asked to provide
information on environmental, social, and governance
topics in the supplier’s sustainability questionnaire
established in 2022. Cabka’s Suppliers Code of Conduct
is also included in the questionnaire, and suppliers are
required to agree to or sign it. We will increase the
use of sustainability assessments with new potential
suppliers to guide selection of future partners. Sustainable
procurement training accompanied the introduction of the
supplier assessment program.
Next step: global supplier evaluation matrix
In 2023, Cabka will conduct assessments with more of
our most critical suppliers. A global supplier evaluation
matrix will be implemented in different Cabka sites to
consolidate procurement and ESG criteria on a global level.
This integrated matrix will help the procurement team
to better include environmental and social criteria into
procurement decisions. This holistic approach together
with further training will help us to continuously improve
our sustainable procurement management. We will also
establish a sourcing policy, guided by the Cabka Suppliers
Code of Conduct, to accomplish our commitments as well
as the requirements of our stakeholders.
35%
of purchased resin
volume coming from
continuous suppliers
assessed on ESG
criteria in 2022
100%
of continuous raw
material suppliers
aligned with Cabka
Supplier Code of
Conduct by 2025
Cabka Annual Report 2022 – 57
Cabka Annual Report 2022 – 58
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About us Corporate governance Financial reportManagement report ESG
Knowledge transfer, joint projects, and standard developments bring direct
benefits to our own operations. That is why Cabka is an active member in
European and US industry associations, to connect and exchange with other
players. In the challenges different industries increasingly encounter nowadays,
these organizations play a vital role in improving the economic, environmental,
and social performance for whole business sectors.
Connecting through
memberships and
partnerships
• As a member of the Polyolefin Circular Economy Platform
(PCEP), Cabka supports and contributes to the platform’s
voluntary pledge to increase the volume of recycled post-
consumer polyolefin used in European
products to 4 million tonnes a year by 2025, an increase of
2 million tonnes. Since 2021, our CEO is a member of the
Steering Board.
• In the US, Cabka is a long-term member of the Reusable
Packaging Association, an organization driving innovation in and
performance of reusable packaging systems.
• Our Innovation Center collaborates with several research
institutes and platforms. Currently, Cabka contributes
with its knowledge, test capacity, and engineering
expertise to European projects looking at increasing the
share of recycled material in specific industrial packaging
applications and validating performance of packaging
solutions in advanced and novel production platform
concepts.
• Cabka is a partner of INCREACE, a project funded by the
European Health and Digital Executive Agency (HADEA) of
the European Commission under the Horizon Europe Cluster
4 program. The project aims at increasing the uptake of
recycled plastics in various products through innovative and
interdisciplinary solutions along the plastics recycling value
chain embedded in a systemic framework with a focus on
Electronic and Electric Equipment. Increasing the share of
recycled plastics in new products is a central aspect of the
European Strategy for Plastics, adopted by the European
Commission in 2018 as a part of the first Circular Economy
Action Plan (2015).
Cabka Annual Report 2022 – 59
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Strategy Corporate governance
Supervisory board Management report
Cabka Annual Report 2022 – 60
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
04
Corporate
governance
Cabka Annual Report 2022 – 61
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
For Cabka, 2022 was a turbulent year in
many ways. We made the transition to a
listed company and everything that implies,
and embarked on a new phase of life. At the
same time, the world was confronted with
increasing international tensions, especially
due to the war in Ukraine. This led to
unprecedented energy and polymer prices,
and nervous financial markets. And on top
of this, our St. Louis (MO, USA) production
plant was hit by floods in July 2022.
The many challenges of 2022 compelled
Cabka to react swiftly, serving our
customers and securing our sustainable
business. We have been continuously
working on building up our teams and
organizational processes.
We owe our achievements in 2022 to
our customers, our people and our
shareholders.
Firstly, to our customers for showing
confidence and for working with us on
new, innovative sustainable solutions, both
customized and portfolio, meeting their
needs. In our state-of-the-art innovation
center in Valencia, Spain, we have further
strengthened the core components of
Cabka’s business: material research,
production technologies, and product
development.
Secondly, to our teams throughout Europe
and the US for showing the required
leadership, dedication, creativity and
agility. We came out stronger by investing
in people, by strengthening teams and our
organization as a whole, including setting
up a diverse and experienced Supervisory
Board from scratch.
And thirdly, to our shareholders for their
continued trust in Cabka and what it
stands for: a strong, responsible and
sustainable player in logistics, exchanging
practices and learnings between Europe
and the United States.
Today we can rely on a strong foundation,
with our customer base, our people and all
our stakeholders, giving us confidence for
facing future challenges and take advantage
of future opportunities. We are well
prepared for the global shift from a linear to
a circular economy. And we are grateful to all
our stakeholders in helping us to achieve this.
Manuel Beja
Chairperson Supervisory Board, CABKA N.V.
Building confidence
Cabka Annual Report 2022 – 62
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Cabka N.V.
Cabka Group
GmbH
Cabka North
America Inc.
System
Technik GmbH
Cabka
Spain S.L.U.
Cabka NV
(BE)
Cabka
Belgium NV
Cabka Verwaltungs
GmbH
Cabka Eco Products
Verwaltungs GmbH
Cabka
GmbH & Co KG
Cabka Eco Products
GmbH & Co KG
100%
100% 100%
100% 100% ~99,99% 1 Share 100% 100%
partnership
general partner
Legend
company
shareholding
~99,99%
Cabka Annual Report 2022 – 63
Transformation Matters
About us Corporate governance Financial reportManagement report ESG
Cabka N.V.
VP Material
Development
Javier Garcia
Commercial
Excellence
CPDO
Jean-Marc
van Maren
IT
CPO
Wouter
van der Woerd
Managing
Director Ieper
Group
Treasury
Finance
Global SHEQHR
Product
development
Sustainability
Sales
Group
Purchasing
Sales Director
Eco Products
VP Portfolio
Sales & Marketing
Naiara Loroño
Sales &
Marketing
Communications
VP Customized
Solutions
Ignacio Montoro
Sales
Segments
Site Managers
COO
Geert de Wilde
Corporate
Strategy
Manager
Master Data &
Auth. Specialist /
ERP Coordinator
General
Counsel
Group
Controlling
Necip Küpcü, CFOTim Litjens CEO
Material
Development
Global Tooling
Process and
Automation
Management Team as per December 31, 2022
(future Executive Committee)
Cabka Annual Report 2022 – 64
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This report provides further information on the way the
Supervisory Board performed its duties in 2022. These
include supervising the policy pursued by the Management
Board, the Management Board’s performance of its
managerial duties, and the general course of affairs within
our company and the business connected with it, as well
as assisting the Management Board with advice, either upon
request or proactively. Finally, these duties also include
assessing the Management Board’s performance and ensuring
that their remuneration is in line with that performance and
that it provides the appropriate incentives. The Supervisory
Board has also been responsible for ensuring that the checks
and balances that are part of the Dutch two-tier governance
system are considered.
The responsibility of supervising the policy pursued by
the Management Board includes evaluating the way the
Management Board implements Cabka’s strategy for long-
term value creation and promotes conduct and culture.
Composition of the Supervisory Board
6
The composition of Cabka’s Supervisory Board is diverse
in gender, nationality, background, knowledge, experience
and expertise. The Board comprises four men and two
women. Three members are Dutch, two Israeli, and one
Portuguese. The Board’s current members are Manuel
Beja (Chair), Niek Hoek, Jeanine Holscher, Stephan
Nanninga, Tova Posner Henkin and Gat Ramon.
For detailed information on their backgrounds, please
refer to the company website.
Following best practice 2.1.10 of the Dutch Corporate
Governance Code, the Supervisory Board establishes that
its members are able to act critically and independently
of one another, the Management Board, and any
particular interests involved. To safeguard this, the
Supervisory Board is composed in such a way that all its
members are independent in the meaning of best practice
2.1.8 of the Dutch Corporate Governance Code. Cabka
has made an exception to this best practice as its two
main shareholders are represented on the Supervisory
Board and to ensure a responsible transition from both
companies prior to business combination and listing. As
a result, in accordance with the Shareholder Circular
published January 10, 2022, three members of the
Supervisory Board, Manuel Beja, Jeanine Holscher and
Tova Posner Henkin, are fully independent and three, Gat
Ramon, Niek Hoek and Stephan Nanninga, represent the
major shareholders.
The profile of the Supervisory Board is reflected in its
regulations, which are published on the company website
under ‘Corporate Governance’. The Supervisory Board
has three committees to cover key areas in greater detail:
Audit, Remuneration (of both the Supervisory Board and
Management Board), and Nominations (to the Supervisory
Supervisory
Board Report
6
All information on the Supervisory Board can be found in the investor section of the company website www.investors.cabka.com
Cabka Annual Report 2022 – 65
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Cabka Supervisory Board
key data and attendance records
MANUEL BEJA
(CHAIR)
NIEK HOEK
(DEPUTY-CHAIR)
GAT RAMON
(DEPUTY-CHAIR)
JEANINE
HOLSCHER
STEPHAN
NANNINGA
TOVA POSNER-
HENKIN
Diversity
Year of Birth 1972 1956 1953 1965 1957 1947
Gender male male male female male female
Nationality Portuguese Dutch Israeli Dutch Dutch Israeli
Main Profession in 2022 Chairperson TAP
Founder DSC2 &
Brandaris Capital
Founder Cabka CEO Blokker Founder DSC2
Chairperson
Plasson Ltd
Tenure
Initial appointment 2022 2022 2022 2022 2022 2022
End of current term 2026 2026 2026 2026 2026 2026
Reappointment possible Yes Yes Yes Yes Yes Yes
Attendance
Renumeration and Nomination Committees 2/2 n.a. 2/2 2/2 Chair 2/2 n.a.
Audit Committee
2/2 2/2 2/2 2/2
n.a. 2/2 Chair
Supervisory Board meetings 5/5 5/5 5/5 5/5 5/5 5/5
Board and Management Board), the latter operate
combined as one committee. Information on these
committees is given elsewhere in this section. The By-
laws of the committees are published on the company
website under ‘Corporate Governance’.
Supervisory Board meetings
In 2022, the Supervisory Board started with a
preparatory online meeting followed by three regular
face-to-face meetings. The preparatory meeting
was to decide and approve on the nomination of the
External Auditor and the nomination of Manual Beja as
Chairperson of the Supervisory Board. The face-to-face
meetings took place in Belgium, The Netherlands, and
Germany. The Supervisory Board meetings in Belgium
and Germany were combined with site visits.
Site visits
Site visits are essential for a Supervisory Board member
in order to get familiar with the company and its
operations. As a newly composed Supervisory Board
we therefore decided to invest time in two site visits in
2022. This fosters interaction with employees across
different areas of the company and provides Supervisory
Board members with opportunities for continuing
education.
The first visit of 2022 took place in Ieper (Belgium) where
the local management offered a tour in and around
the production site. The second site visit was in Weira
(Thuringa, Germany), Cabka’s first and main production
site. During both visits the members of the Supervisory
Board were able to receive a full picture of Cabka’s
business activities while interacting with employees who
explained the manufacturing process.
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Employees and Supervisory Board members alike were
impressed about the positive and transparent atmosphere.
Finally, the Supervisory Board meetings on the days
following the site visits, gave the Supervisory Board the
opportunity to share its impressions with one another
and with the Management Board members who also
participated in the two site visits. The Supervisory Board
meeting after the site visit in Weira, Thuringa was held at
the corporate office in Berlin.
Information gathering
Monthly update meetings with the Management Board were
held online, where the Management Board informed the
Supervisory Board members about the monthly financials
and discussed the progress of the business and current
affairs. The Supervisory Board also held online meetings
to discuss and approve the first half-year results of 2022.
There were also online meetings in 2022 for which the
decision-making had been mandated by the Supervisory
Board to the Chair of the Supervisory Board and the Chair
of the Audit Committee, who both attended these calls.
All Supervisory Board meetings were held in the presence
of the Management Board for most of the meeting time.
In addition, the Supervisory Board also convened in
the absence of the Management Board, which usually
happens either before or after a meeting. The chair of the
Supervisory Board is in regular close contact with the CEO,
as is the chair of the Audit Committee with the CFO.
All meetings of the Supervisory Board and the Committees
were fully attended.
Main items discussed by the Supervisory Board in 2022
The Supervisory Board performs its duties of supervising
and advising the Management Board with respect to both
recurring standard agenda items for Supervisory Board
meetings and to specific topics that become relevant at
any given point in time. Besides the recurring standard
agenda items the following main items were on the
agenda.
Strategy update after IPO
In 2022, the Management Board started a strategy
process with the Supervisory Board supported by
Deloitte. Starting point was a validation by Deloitte of the
pre-IPO strategy document dated 2018. After discussion
of the validation, the Supervisory Board requested the
Management Board to work in cooperation with Deloitte
on a strategy update proposal in the course of 2023.
People and organizational
Based on advice and recommendations of the combined
Nomination and Remuneration Committee, the
Supervisory Board determined crucial management
positions below Management Board level, the so-called
C-suite positions. First measure taken as a result of this
determination was the appointment of Wouter van der
Woerd as Chief People Officer responsible for HR and
organizational development as of July 1, 2022.
The combined Nomination and Remuneration Committee
followed by the Supervisory Board also discussed the pressure
and function weight for the CFO in a listed environment,
combined with the role in the Management Board. These
discussions lead to Necip Küpcü’s decision to step down as CFO
and member of the Management Board as of February 1, 2023.
Necip Küpcü will continue his long-term engagement in a senior
finance role within Cabka N.V., maintaining his position on the
board of Cabka Group GmbH.
The Supervisory Board appointed Frank Roerink as interim
CFO of Cabka N.V. as of February 1, 2023.
ESG
The Supervisory Board considers ESG of great importance
and is committed to the ESG policy from the start in
2022. The project was on the agenda of several meetings
in 2022. ESG KPIs were established, and reporting and
governance structure discussed. The first ESG reporting
for 2022 is incorporated in this annual report.
Governance
Management Board and Supervisory Board worked
together in this composition for the first time in 2022. The
dynamics of countervailing powers were experienced in
practice which was challenging, but the diverse business
views helped the company to balance the interest of
the different stakeholders. The Supervisory Board has
invested significant time to develop solid processes and
procedures to support and challenge the Management
Board. Understanding the various backgrounds of each
member, getting to know each other better, to earn
and give trust and feel free to speak up, has been
instrumental during this exciting journey.
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Overall, the structure was made compliant with the
governance principles of a listed company as from
March 1, 2022. This included the introduction of a
Two-tier Board with Tim Litjens as CEO and Necip Küpcü as
CFO, both in statutory positions. Furthermore, a process has
been started to design, recruit and appoint the Executive
Committee to strengthen the management and to guide
further growth. This process will be finalized in 2023.
Future Executive Committee
Gender Nationality
Tim Litjens M Dutch
Necip Küpcü M Turkish
Javier Garcia M Spanish
Naiara Loroño F Spanish
Jean-Marc van Maren M Dutch
Ignacio Montoro M Spanish
Geert de Wilde M Dutch
Wouter van der Woerd M Dutch
Governance framework
The following figure depicts Cabka’s overall governance
framework and the most important governance elements
and regulations at each level.
Shareholders Articles of Association
Supervisory Board By-laws of the Supervisory Board
Terms of Reference Audit committee
Terms of Reference Nomination and
Remuneration committee
Managing Board By-Laws of the Managing Board
Cabka Group overall Code of Ethics
Insider trading policy
Diversity policy
Environmental policy
Disclosure committee
Relationship and stakeholder management
In performing its duties, the Supervisory Board acts
in accordance with the interests of the company and the
business connected with it, taking into consideration the
interests of the company’s stakeholders. The Supervisory
Board interacts not only with the management but also
with Cabka’s employees on various occasions and in various
contexts, for example at site visits or as part of the ongoing
professional education of Supervisory Board members.
Direct, one-to-one contact between Supervisory Board
members and Management Board and senior management
generally follows naturally from topics discussed in the
meetings of the Supervisory Board. These discussions draw
on the expertise of individual Supervisory Board members,
whose advice is sought on a wide range of specialist topics
as required. As both major shareholder Gat Ramon and two
representatives of Dutch Star Companies TWO are a member
of the Supervisory Board, a good understanding between
major shareholders and Supervisory Board is ensured.
Evaluation
A first-time evaluation of the Supervisory Board took place
by the end of 2022. As this was the first evaluation and the
Supervisory Board was not yet operational for a full year,
the evaluation was kept simple. In general, an evaluation
will be performed every three years by an external advisor.
In the other two years, including 2022, the evaluation
of the Supervisory Board is to be performed by a self-
assessment consisting of a written survey followed by
interviews by the Chair and individual Supervisory Board
members. Furthermore, the Deputy Chairs will interact with
all Supervisory Board members to assess the performance
of the Chair. The outcome of the evaluation was presented
to, and discussed with, the Supervisory Board in February
2023, in the absence of the Management Board.
The Management Board’s performance is (indirectly) also
assessed as part of the evaluation, this happens throughout
the year as part of the discussions on succession planning
in the Nomination and Remuneration Committee. This
applies particularly when the performance appraisals of
Management Board members are discussed, as well as their
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performance versus their individual targets. The Nomination
and Remuneration Committee reports back on these
discussions to the Supervisory Board.
Supervisory Board committees
The Supervisory Board has preparatory committees to
cover key areas in more detail: the Audit committee and the
combined Nomination and Remuneration committee. These
committees are described in more detail below.
Audit Committee
The activities of the Supervisory Board in the area of financials
and auditing are prepared by the Audit Committee. The Audit
Committee held two online meetings in 2022. Supervisory
Board members Tova Posner Henkin (Chair), Gat Ramon,
Manuel Beja, Jeanine Holscher and Niek Hoek are members
of the Audit Committee. All Supervisory Board members have
a standing invitation to attend Audit Committee meetings,
which the remaining Supervisory Board member used for both
meetings in 2022. The minutes of all Audit Committee meetings
were shared with the full Supervisory Board, including Audit
Committee advice and recommendations regarding topics
to be approved by the full Supervisory Board. All Supervisory
Board members also have access to all the meeting materials
posted for the Audit Committee meetings.
On the agenda of the 2022 Audit Committee meetings
were amongst others the financial developments, interim
and first half-year results of 2022, as well as a proposal
for the External Auditor and the Annual Report of Dutch
Star Companies TWO B.V. for 2021.
Our external auditor BDO, and with regards to the
DSC2 annual report Deloitte participated in the Audit
Committee meetings. So did the Management Board.
The Audit Committee also met with the external auditor
without the Management Board being present.
Going forward the Audit Committee will be actively
involved in the company’s risk management (see separate
risk section) and will help to enhance the internal control
framework. Building on the vast amount of experience
and expertise of the members of the Audit Committee,
the company will be able to further enhance its financial
processes for internal and external planning and reporting.
Nominations and Remuneration Committee
The Nomination and Remuneration Committee is a
combined standing committee of the Supervisory Board and
comprises Supervisory Board members Jeanine Holscher
(Chair), Manuel Beja, Gat Ramon and Stephan Nanninga.
Other Supervisory Board members have a standing
invitation to attend the committee meetings.
The Nomination and Remuneration Committee met two
times in 2022. The CEO and the Chief People Officer were
invited to attend most of the Committee’s discussions.
The recommendations and minutes of all Nomination and
Remuneration Committee meetings were shared with the
entire Supervisory Board. This feedback included advice
and recommendations regarding topics to be approved
by the full Supervisory Board. The Supervisory Board also
has access to all the meeting materials posted for the
Nomination and Remuneration Committee meetings.
In 2022, discussions in the Nomination and Remuneration
committee focused on the composition and set up of the
committee including discussions on Terms of Reference,
scope and duties. Also on the committee agenda were
remuneration policy, performance and the related
remuneration of the members of the Management Board,
in respect of both company and individual performance
in 2022. The Nomination and Remuneration committee
prepared the Supervisory Board appointment of Frank
Roerink as interim CFO of Cabka N.V. as of February 1,
2023.
The full Terms of Reference of the Nomination and
Remuneration committee can be found on the company
website under Corporate Governance.
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The Dutch Corporate Governance Code,
as amended, entered into force on, and
applies to any financial year starting on
or after, January 1, 2017, and finds its
statutory basis in Book 2 of the Dutch Civil
Code (the Dutch Corporate Governance
Code). The Dutch Corporate Governance
Code applies to Cabka as it has its
registered office in the Netherlands and
its Ordinary Shares are listed on Euronext
Amsterdam.
The Dutch Corporate Governance Code is
based on a “comply or explain” principle.
Accordingly, companies are required
to disclose in their management report
whether they are complying with the
various best practice principles of the
Dutch Corporate Governance Code that
are addressed to the Management Board
(bestuur) or, if applicable, the Supervisory
Board (raad van commissarissen) of the
company. If a company deviates from
a best practice principle in the Dutch
Corporate Governance Code, the reason
for such deviation must be properly
explained in its management report.
Cabka does not comply with the following
principle of the Dutch Corporate
Governance Code:
Best Practice Provision 2.1.7:
Independency of the Supervisory Board
In deviation from provision 2.1.7(ii) of
the Dutch Corporate Governance Code,
which outlines that more than half
of the Supervisory Directors shall be
independent within the meaning of the
Dutch Corporate Governance Code, only
three of the six Supervisory Directors are
considered independent.
Best Practice Provision 4.3.3: Cancelling
the Binding Nature of a Nomination
In deviation from provision 4.3.3 of the
Dutch Corporate Governance Code,
the General Meeting may only pass a
resolution to cancel the binding nature of
the nomination by the Supervisory Board
for the appointment of Managing Directors
and Supervisory Directors by majority
representing at least two-thirds of the
votes cast, representing more than one-
half of the issued capital of the Company.
Dutch Corporate Governance Code
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Composition and results of the remuneration policy
The remuneration policy is published on the company
website and was adjusted for the listing of Cabka on
March 1, 2022. The details of the Management Board’s
remuneration are given in the financial statements. The
key points of the remuneration policy are that:
• the policy extends to the remuneration of both the
Management Board and the Supervisory Board;
• the Supervisory Board drafts the policy and the General
Meeting of Shareholders adopts it;
• the remuneration policy must be put to the General
Meeting of Shareholders for readoption within four years
of adoption of the existing policy;
• the policy provides the framework for attracting qualified
candidates for the Management Board;
• the remuneration policy must be competitive while also
reasonable in comparison to that of the other members
of management and the pay and benefits package of the
other employees in the company must also be taken into
account. The starting point is competitive remuneration
for members of the Management Board and other
employees.
The remuneration package for the Management Board
comprises:
• a fixed annual salary;
• participation in a share option scheme.
• for the CEO participation in a performance share scheme
Remuneration of Management Board members in 2022
that was charged to the result amounted to € 2,048,000
(in 2021 € 3,276,000).
At the General Meeting of Shareholders held on February
28, 2022, the Remuneration Policy was established with
100% of the votes in favor.
Remuneration
Report
This report explains how the remuneration policy approved by the General
Meeting of Shareholders has been put into practice over the past financial
year 2022, and it details the remuneration that has been paid to or accrued
by the individual members of the Management Board. Members of the
Management Board and Supervisory Board are considered key Group staff
members. The full remuneration policy can be found in the remuneration page
of the Cabka investor website (www.investors.cabka.com).
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Fixed pay
The annual maximum base fee of the members of the
Management Board will be set by the Supervisory Board on a
level reflecting the responsibilities and is currently maximized
at € 425,000 for the CEO and € 225,000 for the CFO.
The total annual base fee for each member of the
Management Board consists of the base fee as also
applicable under the German Contracts for the services /
work they provide for Cabka Group GmbH, already before
the listing on March 1, 2022 and an additional base fee
for the additional services / work they provide for Cabka
N.V. as of listing. The total annual base fee as included
in this section has been defined as a maximum amount,
which may be lower in practice, depending on the actual
allocation of fees to the German Contract and the Dutch
Contract respectively, and enables the Company to ensure
that the net income to be received by the Management
Board compared to the net income received immediately
prior to listing will not be affected by such allocation.
The fixed annual pay is reviewed annually by the
Supervisory Board, taking into account developments in
the labor market and other factors, including potential
changes in job sizes and the level of responsibility of both
Managing Directors and fees paid by other companies of a
similar size and complexity.
Management Board remuneration
IN EURO X 1,000
2022
TIM LITJENS
2022
NECIP KÜPCÜ
2022
TOTAL
2021
TIM LITJENS
2021
NECIP KÜPCÜ
2021
TOTAL
Fixed Pay
375
225
600
330 180 510
VSOP expiration
1,036 114 1,150
2,473 272 2,745
PSU expiration
115 25 140
0 0 0
PSL expiration
137 0 137
0 0 0
Other compensation
7
11 10 21
11 10 21
Total remuneration
1,674 374 2,048
2,814 462 3,276
7
Other benefits mainly include benefits in kind such as company cars and insurance expenses.
Cabka Annual Report 2022 – 71
Cabka Annual Report 2022 – 72
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Members of the Management Board are entitled to a
company car and reimbursement for other travel costs.
Apart from their remuneration, Managing Directors shall
be reimbursed for all reasonable costs incurred.
Virtual Share Plan
Prior to listing Cabka had a Virtual Share Plan (VSOP) for
key staff in place that terminated at listing. Following the
termination, participants were indirectly entitled to 1/3 of
the total VSOP rights in cash, and 2/3 in ordinary shares.
These ordinary shares were subject to a one-year lock-up.
Overview VSOP-rights Management Board
AS PER 2022 TIM LITJENS NECIP KÜPCÜ TOTAL
Opening balance before
termination
375,019 41,253 416,272
VSOP termination -cash
entitlement
-125,006 -13,751 -138,757
Closing balance
ordinary shares
entitlement
250,013 27,502 27 7,515
Share Option Scheme
The Group operates a share option scheme that applies to
the Management Board, among others, linked to the growth
and share value of the Company and accordingly to longer
term value creation and sustainability of the Company. For
the Management Board and key staff there is a PSU plan
granted on March 1, 2022. If the price hurdles have not been
reached within a five-year period the PSU’s will automatically
lapse. If a participant ceases to be employed by the
Company, all non-vested PSU’s will automatically lapse.
In addition, for the CEO there is a performance shares
plan. For both plans the Management Team / Executive
Board has a holding period from five years as of granting.
By using a holding period of five years, the remuneration
structure is also geared towards forging a long-term
mindset and long-term value creation. With this approach,
a significant part of the remuneration is geared towards
the longer term; this is in line with the company’s strategic
vision, which also focuses on long-term value creation.
Overview Performance shares Management Board
GRANTED PER MARCH 1, 2022 STRIKE PRICE TIM LITJENS
Performance Shares 16 € 16 150,000
Performance Shares 18 € 18 150,000
Performance Shares 20 € 20 150,000
Total 450,000
Subject to the terms and conditions of the PSU Plan,
vesting of the awarded PSU’s will occur on different vesting
dates subject to the performance conditions being met in
the following manner:
• one/third over a period of three years (in three equal
parts per year) after the shares have reached the
conditions at the strike price of € 11.00
• one/third over a period of three years (in three equal
parts per year) after the shares have reached the
Cabka Annual Report 2022 – 73
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conditions at the strike price of € 12.00
• one/third over a period of three years (in three equal
parts per year) after the shares have reached the
conditions at the strike price of € 13.00
Overview PSU-rights Management Board
GRANTED PER
MARCH 1, 2022,
EXPIRE DATE
MARCH 1, 2027
STRIKE
PRICE TIM LITJENS
NECIP
KÜPCÜ TOTAL
PSU 11 € 11 47,618 10,476 58,094
PSU 12 € 12 47,618 10,476 58,094
PSU 13 € 13 47,618 10,476 58,094
Total 142,853 31,428 174,281
Supervisory Board remuneration
The fixed compensation for the chair of the Supervisory
Board has been set at € 40,000 per year. The other
Supervisory Directors will receive a fixed compensation of
€ 30,000 per year. The Supervisory Board members will
receive an additional € 3,000 in case of membership of the
Audit Committee and € 3,000 in case of membership of the
Remuneration and Nomination committee, if any. In addition,
each Supervisory Board member will receive an additional €
2,500 per year for compensation of daily and travel expenses.
Supervisory Board chairman and member remuneration does
not depend on the company’s results. Total remuneration
in 2022 amounted to € 586,000 including the consultancy
agreement of Ram.on Finance GmbH (managed by the
founder of Cabka Gat Ramon and his wife) with Cabka for
services as disclosed in the Shareholder Circular for a total of
€ 500,000 for full year 2022.
Supervisory Board members are not awarded shares and/
or share options, with the exception of Gat Ramon under
the conditions as described in the Shareholder Circular
dated January 10, 2022 and as in the overview below.
Overview Performance shares Founder
GRANTED PER MARCH 1 2022 STRIKE PRICE GAT RAMON
Performance Shares 16 € 16 600,000
Performance Shares 18 € 18 600,000
Performance Shares 20 € 20 600,000
Total 1,800,000
No loans, advances and/or guarantees have been granted
to Management Board and Supervisory Board members.
“We turn plastic waste into clever
and sustainable transport solutions”
Cabka Annual Report 2022 – 74
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Total remuneration per Supervisory Board member can be broken down as follows:
SB remuneration 2022
IN EURO X 1,000
MANUEL
BEJA
(CHAIR)
NIEK
HOEK
GAT
RAMON
JEANINE
HOLSCHER
STEPHAN
NANNINGA
TOVA
POSNER-
HENKIN TOTAL
SB compensation 33 25
25
25 25 25 158
Committees’ compensation 4 3
5
5 2 3 20
Other compensation
395 395
Travel expenses 2 2
2
2 2 2 13
Total remuneration 39 30 427 31 29 30 586
Furthermore, from their position as founders and/or sponsors
of respectively Cabka and Dutch Star Companies TWO
Gat Ramon, Niek Hoek and Stephan Nanninga are, via legal
entities they directly or indirectly control, shareholders in the
company as of listing with a one-year lock-up. Therefore, their
(indirect) shareholdings as provided in the table below, did not
change since listing at March 1, 2022. The other Supervisory
Board members hold no shares in Cabka.
SB shareholdings 2022
IN SHARES NIEK HOEK
GAT
RAMON
STEPHAN
NANNINGA TOTAL
Total
number
of shares
489,317 11,172,000 426,128 12,087,445
Cabka Annual Report 2022 – 75
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Strategy Corporate governance
Supervisory board Management report
Cabka Annual Report 2022 – 76
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Financial
report 2022
05
Cabka Annual Report 2022 – 77
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I. Consolidated Statement of Comprehensive Income
for the year ending on December 31, 2022 and 2021
Consolidated Statement of Profit and Loss
IN EURO X 1,000 NOTES
2022 2021
Revenue 8
Change in inventories of finished goods and work in progress
26
Other operating income
11
Total Operating income
Material expenses / expenses for purchased services
12
-131,494 -89,502
Personnel expenses
13
-40,425 -36,978
Amortization/depreciation and impairment of intangible and
tangible fixed assets
21, 22
-18,023 -19,684
Other operating expenses
15
-43,582 -25,744
Share listing expenses
5, 16
-26,764 -
Total Operating expenses
-260,288 -171,908
Finance income
17
Finance expenses
18
-2,390 -2,110
Net Financial Result
-802 -2,091
Result before taxes
-34,302 2,565
Income tax expense
19
Result for the year
-29,822 89
Attributable to:
Non-controlling interest
-77 -323
Equity holders of CABKA N.V.
-29,745 412
Other comprehensive income
IN EURO X 1,000 NOTES
2022 2021
Result for the year
-29,822 89
Items that may subsequently be reclassified to profit or loss
Exchange differences on translation of foreign operations
-1,153 180
Total comprehensive (loss) / income
-30,975 269
Attributable to:
Non-controlling interest
-77 -306
Equity holders of CABKA N.V.
-30,898 575
Earnings per share
Basic = Diluted, profit for the year attributable to
ordinary equity holders of the parent
20
-1.28 0.02
The accompanying notes are an integral part of these consolidated financial statements.
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II. Consolidated Statement of Financial Position
as at December 31, 2022 and 2021
Consolidated Statement of Financial Position
IN EURO X 1,000 NOTES 2022 2021 01.01.2021*
ASSETS
Non-current assets
Intangible assets 21 687 606 1,112
Property, plant and equipment 22, 23 77,615 73,896 74,724
Long-term financial assets 24 91 90 91
Other long-term assets 25 85 9 4
Deferred tax assets 30 7,302 1,912 2,289
Current assets
Inventories 26 41,738 30,803 25,152
Trade receivables 27 31,769 27,219 20,484
Short-term financial assets 24 25 201 21
Other short-term assets 28 8,767 6,522 3,769
Cash and cash equivalents 29 21,035 9,982 9,178
Consolidated Statement of Financial Position
IN EURO X 1,000 NOTES 2022 2021 01.01.2021*
LIABILITIES
Equity
Share capital 31 405 3,363 3,363
Treasury shares 31 -164 - -
Share premium 31 75,125 12,983 12,983
Other reserves 33 11,035 - -
Retained earnings -12,139 17,605 17,257
Foreign currency translation reserve 34 -1,533 -380 -543
Non-Controlling interests - 58 365
Non-current liabilities
Long-term financial liabilities 35 38,458 45,172 52,737
Other long-term liabilities 36 16 69 78
Deferred tax liabilities 30 490 1,713 1,689
Current liabilities
Short-term financial liabilities 35 27,281 27,380 21,930
Provisions 37 732 1,042 1,162
Contract liabilities 36
Trade payables 36 35,241 30,668 15,231
Income tax liabilities 36 - 1 880
Other short-term liabilities 36
**The Group is a first-time adopter of IFRS financial statements, therefore IFRS 1.21 requires presentation of at least
two comparative statements of financial position
The accompanying notes are an integral part of these consolidated financial statements.
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II. Consolidated Statement of Changes in Equity
as at December 31, 2022 and 2021
IN EURO X 1,000
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
OTHER
RESERVES
FOREIGN
CURRENCY
EXCHANGE
RESERVE
RETAINED
EARNINGS
NON-
CONTROLLING
INTEREST TOTAL EQUITY
At December 31, 2020 3,363 12,982 - - -543 17,194
Net result for the year - - - - - 412 -323 89
Other comprehensive income/(loss) for the year - - - - 163 - 17 180
Total comprehensive income/(loss) for the year
-306
At December 31, 2021 3,363 12,982 - - -380 17,606 58 33,629
Loss for the year - - - - - -29,745 -77 -29,822
Other comprehensive income/(loss) - - - - -1,153 - - -1,153
Total comprehensive income/(loss) for the year -
-77
-30,975
Transactions with owners of the Company
Recapitalization of share capital Cabka Group GmbH (“CABKA”)
into share capital Dutch Star Companies Two B.V. (“DSC2”)*
-3,024
-164 - - - - -
Capital increase due to acquisition of DSC2 129 129,124 - 3,282 - - - 132,535
Capital decrease due to buy-out of minority shareholders -63 -63,217 - - - - - -63,280
Share issuance costs - -1,661 - - - - - -1,661
Issue of performance shares - -3,449 - 3,449 - - - -
Acquisition of non-controlling interests - -1,842 - - - - 19 -1,823
Share-based payments - - - 4,304 - - - 4,304
Total transactions with owners
-2,958 62,143 -164 11,035 - - 19 70,075
At December 31, 2022
(*) As at March 1, 2022, Dutch Star Companies Two B.V. was renamed into Cabka N.V.
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III. Consolidated Statement of Cash Flows
for the year ending on December 31, 2022 and 2021
Consolidated Statement of Cash Flows
IN EURO X 1,000 NOTES 2022 2021
Cash flows from operating activities
Net result after tax -29,822 89
Adjustments for:
Amortization/depreciation of intangible and tangible fixed assets 21, 22 18,023 19,684
Loss (-) on disposal / Profit (+) on sale of property, plant & equipment
14 6,420
-844
Share-based payment expense 32 487 3,833
Share listing expenses (non-cash transaction) 16 26,764 -
Other non-cash transactions 71 -242
Finance income 17 -1,588 -19
Finance expenses 18 2,390 2,110
Income tax expenses 19 -4,480 2,476
Net foreign exchange differences 11, 15 -134 -396
Changes in:
Inventories 26 -10,935
-5,651
Trade receivables and other current assets 27, 28 -6,619
-9,668
Trade payables and other current liabilities 36, 37
Cash generated from operations 7,440 23,851
Income taxes paid 19 -2,185 -1,946
Cash flow (used in)/from operating activities 5,255 21,905
Cash flow from investing activities
Cash inflow from sale of property, plant and equipment 22 1,443 2,428
Consolidated Statement of Cash Flows
IN EURO X 1,000 NOTES 2022 2021
Cash outflow for investment in property, plant and equipment 22
-24,182 -18,937
Cash outflow for investment in intangible assets
21
-416
-298
Interest received on cash and equivalents 17 27 19
Net cash from/(used in) investing activities -23,128 -16,788
Cashflow from financing activities
Cash inflow from issue of new shares 5 108,452
Cash outflow from buyout of Cabka minority shareholders 5 -63,280
Cash outflow from acquisition of non-controlling interests 9 -1,822 -
Cash outflow share issuance costs 5 -1,661 -
Cash outflow from other financial liabilities 35 -53 -
Cash outflow for the repayment of liabilities to banks 35
-9,696 -
Cash inflow from receipt of liabilities to banks 35
Cash outflow for the repayment of lease liabilities 23
-2,191
-3,022
Cash outflow for the repayment of rental purchase liabilities 35 -2,900 -4,658
Interest paid 18
-2,390
-1,968
Net cash from/(used in) financing activities 29,734 -3,433
Changes in cash and cash equivalents 11,861 1,684
Cash and cash equivalents at the beginning of the period 29 9,982 9,178
Net foreign exchange difference
-808
-880
Cash and cash equivalents at the end of the period 29 21,035 9,982
The accompanying notes are an integral part of these consolidated financial statements.
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Company Financial Statements Company Statement of Profit and Loss
for the year ending on December 31, 2022 and 2021
(the comparative figures are from DSC2 for the period of October 1, 2020 to December 31, 2021)
Company Statement of Profit and Loss
IN EURO X 1,000
NOTES 2022 2021
Personnel expenses 4
-4,773 -
Other operating expenses
5 -3,335 -794
Share listing expenses
6 -26,764 -
Total Operating expenses
-34,872 -794
Finance income
7 1,927 590
Finance expenses
8 -263 -3,011
Net Financial Result
1,664 -2,421
Result before taxes
-33,208 -3,216
Income Taxes
21 520 -
Share of result in subsidiaries after income taxes
2,794
-
Net Result after income taxes
-29,894 -3,216
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Company Statement of Financial Position
as at December 31, 2022 and 2021 (after appropriation of results)
Company Statement of Financial Position
IN EURO X 1,000 NOTES 2022 2021
ASSETS
Non-current assets
Investments in subsidiaries
9 33,370
-
Deferred tax assets
21 520
-
Total non-current assets 33,891
-
Current Assets
Short-term financial assets 10 26,878
-
Receivable from foundation 20
-
108,312
Other Short-term assets 917
-
Cash and cash equivalents 11 15,305
400
Total current assets 43,100
108,712
Total assets
76,991 108,712
Company Statement of Financial Position
IN EURO X 1,000
NOTES 2022 2021
LIABILITIES
Equity
Share capital
12
405 34
Treasury shares
12
-164 -
Share premium
13
75,125 -
Other reserves
12
11,035 -
Retained earnings
14
-12,139 -3,216
Foreign currency translation reserve
13
-1,533 -
Total Equity
72,729 -3,182
Non-current liabilities
Long-term financial liabilities
19
- 3,474
Total Non-current liabilities
-
3,474
Current liabilities
Short-term financial liabilities 19
1,176 108,309
Other payables 19
- 61
Other short-term liabilities 19
3,086 50
Total current liabilities
4,262 108,420
Total liabilities
4,262 111,894
Total equity plus liabilities
76,991 108,712
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Notes to the Company Financial Statements
1. Corporate information
Cabka N.V., previously named Dutch Star Companies Two B.V., is a listed public company
which is registered in the Chamber of Commerce Amsterdam under number 80504493 and
has its registered office at Johan Cruijff Boulevard 65-71, 1101 DL Amsterdam, The Netherlands.
The company financial statements, together with the consolidated financial statements,
are part of the statutory financial statements of Cabka N.V. (the Company). The financial
information of the Company is included in the consolidated financial statements.
2. Basis of preparation
In selecting the principles employed in the company financial statements for the valuation
of assets and liabilities and determination of results, Cabka N.V. has made use of the option
provided by Section 362, subsection 8, of Book 2 of the Dutch Civil Code. Consequently, the
principles employed in the Company financial statements of Cabka N.V. for the valuation
of assets and liabilities and determination of results (the ‘accounting policies’) are identical
to those employed in the consolidated EU-IFRS financial statements. These policies are
discussed in Note 3 of the consolidated financial statements.
In addition, to the accounting policies described in the consolidated financial statements, the
Company applies the accounting policies below.
Investments in subsidiaries
Group companies are all entities in which the Company has directly or indirectly control.
The Company controls an entity when it is exposed, or has rights, to variable returns from
its involvement with the group companies and has the ability to affect those returns through
its power over the group companies. Group companies are recognized from the date on
which control is obtained by the Company and derecognized from the date that control by
the Company over the group company ceases. Investments in subsidiaries are measured
according to the net asset value method. If the net asset value method is
used, newly acquired subsidiaries are initially measured based on the fair value of their
identifiable assets and liabilities at the acquisition date. For subsequent valuations, the principles
that apply for these financial statements are used, with the values upon their initial recognition as
the basis. If the valuation of a subsidiary based on the net asset value is negative, it will be stated
at nil. Any long-term, subordinated receivables which qualify as net investment in the subsidiary
are impaired up to an amount equal to the negative net asset value. If the recoverable amount of
the receivables is lower than their book value, the receivables are further impaired. If the company
fully or partly guarantees the liabilities of such underlying entity, a provision is set up, comprising
primarily the receivables from the subsidiary, plus the company’s share of the losses incurred by
the subsidiary or the amount the company might be obliged to pay on behalf of the subsidiary, all
to the extent greater than the receivables.
3. Financial reporting period and comparative figures
After Dutch Star Companies Two B.V. (DSC2) entered into a Business Combination (also
called De-SPACing) with Cabka Group GmbH (CABKA) on March 1, 2022, the legal entity was
renamed into CABKA N.V. Therefore, the comparative financial year of the company financial
statements of Cabka N.V. represents those of DSC2. These comparative figures present the
period October 1, 2020 up to and including December 31, 2021. Therefore, the Cabka N.V.
comparative figures makes use of an extended financial year.
4. Personnel expenses
The personnel expenses during the year relate to the following.
Personnel expenses
IN EURO X 1,000 2022 2021
Wages and salaries 402 -
Social security charges 215 -
Share-based payment expense 4,115 -
Other costs of personnel 41 -
Personnel expenses 4,773 -
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In the financial year 2022 the average FTE was 3 and in the previous year zero. The details of
directors compensation are presented in Note 19. Part of the Management Board members
are incorporated in the overview above.
Share-based payments expense of the Company financial statements includes the aggregated
value of the rollover shares, charged from Cabka Group GmbH to Cabka N.V. in 2022 and the
expenses for PS and PSU. Further details on the share-based payment expenses are disclosed
in Note 32 of the consolidated financial statements.
5. Other operating expenses
The other operating expenses during the year relate to the following:
Other operating expenses
IN EURO X 1,000 2022 2021
Legal, audit and consulting fees 2,888 794
Supervisory Board fees 191 -
Other operating expenses
256
-
Other operating expenses 3,335 794
The other operating expenses include primarily legal, audit and consulting fees, such as for
investor relations, ESG and the statutory audit.
With reference to Section 2:382a of the Dutch Civil Code, the following fees have been
charged to the Company, its subsidiaries and other consolidated entities by BDO Audit &
Assurance B.V. and its member firms and affiliates in 2022, and by Deloitte Accountants
B.V. and its member firms and affiliates in 2021:
IN EURO X 1,000
2022
BDO NL
2022
OTHER BDO
NETWORK
FIRMS
2022
TOTAL
2021
DELOITTE
2021
TOTAL
Auditor of financial statements 662 221 883 33 33
Tax advisory services - 7 7 - -
Other non-audit services -
-
- - -
Fees to the auditor 662 228 890 33 33
The fees listed above relate to the services provided to the Company by accounting firms and
external independent auditors as referred to in Section 1 (a) of the Dutch Accounting Firms
Oversight Act (wta).
6. Share listing expense
During 2022, the Group incurred a one-off share listing expense of € 26,763,597 which
represents the positive difference between the fair value of the deemed consideration paid
by CABKA (€ 129,208,795) in exchange for the identifiable net assets of DSC2 (€ 102,445,198)
as acquired by CABKA in the Transaction on March 1, 2022 as further detailed in Note 5 of the
consolidated financial statements. This share listing expense is a non-cash accounting item
that is recorded against share premium, without impacting the total equity balance of the
combined group.
7. Finance income
The finance income relates primarily to the fair value change of the Special Shares conversion
option for the amount of € 1,561,000 as further detailed in Note 18 (Finance Income) and Note
34 (Financial Liabilities) of the consolidated financial statements. The remaining € 366,000
relates to interest received on intercompany loans receivable.
8. Finance expense
The interest expense relates to negative interests and deposit fee. The negative interest is a
result of interest paid on bank loans and deposit fees.
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9. Investments in subsidiaries
This relates to the Company’s wholly-owned interest in Cabka Group GmbH, Berlin, Germany.
A complete overview of subsidiaries that are indirectly held by Cabka N.V. through its wholly-
owned interest in Cabka Group GmbH is presented in Note 7 of the consolidated financial
statements.
The movement of the investments in subsidiaries balance can be specified as follows:
Investment in subsidiaries
IN EURO X 1,000
At December 31, 2021 -
Acquisition of subsidiaries 33,571
Acquisition of non-controlling interests by subsidiaries -1,842
Share in result of subsidiaries 2,794
Foreign currency translation differences -1,153
At December 31, 2022 33,370
On March 1, 2022, the Company acquired all shares in Cabka Group GmbH in exchange for the
issue of 5,000,000 new ordinary shares of the Company, the transfer of 6,172,000 ordinary
treasury shares of the Company, and the transfer of € 63,280,000 in cash to the former
shareholders of Cabka Group GmbH. Management identified Cabka Group GmbH (and not
the Company) as the accounting acquirer in this Transaction, and hence the acquisition of the
investment in Cabka Group GmbH has been recorded at existing book values as per January 1,
2022. Further details on the Transaction are disclosed in Note 5 of the consolidated financial
statements.
On March 22, 2022, Cabka Group GmbH acquired the 7.7% non-controlling interest of its
investment in subsidiary Cabka North America Inc. for a total consideration of € 1,822,000.
This acquisition has been accounted for as a direct equity transaction in Cabka Group GmbH.
Further details on this acquisition are disclosed in Note 9 of the consolidated financial
statements.
10. Short-term financial assets
The short-term financial assets relate to receivables on Group Companies and can be
specified as follows:
Short-term financial assets
IN EURO X 1,000 2022 2021
Receivable on Cabka Group GmbH 25,865 -
Receivable on Cabka Spain S.L.U. 1,013 -
Other short-term assets 26,878 -
The receivables on Group companies have a maturity of 12 months and bear an interest of
3.76%. No securities were obtained.
11. Cash and cash equivalents
Cash and cash equivalents of € 15,305,000 consist of cash at bank balances. The cash and
cash equivalents are freely disposable to Cabka N.V.
12. Share capital
As at December 31, 2022, the authorized capital of Cabka N.V. consists of 150,000,000
ordinary shares and 300,000 Special Shares, of which 23,982,191 ordinary shares and 97,778
Special Shares are issued. A total number of 16,388,000 ordinary shares are held in treasury,
the remaining shares our outstanding. The ordinary shares are listed on the Euronext Stock
Exchange. The Special Shares issued to the Founders of the Company are not publicly listed.
The issued share capital as at December 31, 2022 can be specified as follows:
Cabka Annual Report 2022 – 134
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Share Capital
SHARES
(UNITS)
NOMINAL
VALUE
IN EURO
SHARE
CAPITAL
IN EURO ISIN
Ordinary shares in treasury 16,388,000 € 0.01 € 163,880
DSC2S / NL00150002R5
Ordinary shares outstanding 23,982,191 € 0.01 € 239,822
CABKA / NL00150000S7
Total ordinary shares
issued
40,370,191 € 403,702
Special Shares 97,778 € 0.01 € 978
Total shares issued 40,467,969 € 404,680
The Special Shares have equal dividend and voting rights as ordinary shares. In accordance
with the underlying terms, the Special Shares will either (i) convert into 7 ordinary shares
if the share price of Cabka N.V. equals or exceeds €12.00 for any 15 trading days out of a
30 consecutive trading day period (whereby such 15 days trading days do not have to be
consecutive) or (ii) convert into 1 ordinary share if this price hurdle is not being achieved
before March 1, 2027. This conversion option has been classified as a financial liability
measured at fair value through profit or loss (FVTPL). The fair value of the financial liability as
at December 31, 2022 amounts to € 1,176,000 (Note 19).
The issued share capital as at December 31, 2021 can be specified as follows:
Share Capital
SHARES
(UNITS)
NOMINAL
VALUE
IN EURO
SHARE
CAPITAL
IN EURO
Special Shares 293,333 € 0.07 € 20,533
High Net Value (HNV) Shares 1,302 € 10.00 € 13,020
Total ordinary shares issued 294,635 € 33,553
On February 28, 2022, at closing of the Transaction with Cabka Group GmbH, a total number
of 195,555 Special Shares was converted into 1,368,885 ordinary shares with a nominal value of
€ 0.01 per share as the underlying conditions were met, being (i) a share price of the Company
that equaled or exceeded € 11.00 for a period of 15 trading days out of a 30 consecutive
trading day period and (ii) the closing of a Business Combination. Subsequently, the nominal
value of the remaining 97,778 Special Shares was changed from € 0.07 per share to € 0.01 per
share with the difference being recorded in share premium. Per this same date, all 1,302 HNV
shares were converted into 1,302 ordinary shares with a nominal value of € 0.01 per share.
As at December 31, 2021, all 51,455,941 ordinary shares issued by the Company, of which
11,00,004 outstanding with investors and 40,455,937 held in treasury by the Company, were
still redeemable for cash if no business combination was entered into by the Company within
two years from its IPO in November 2020. Due to this redemption clause, the ordinary shares
did not meet the classification of an equity instrument as at December 31, 2021. Instead,
these ordinary shares were classified as financial liabilities (Note 19). With the closing of the
Transaction with Cabka Group GmbH on March 1, 2022, the redemption clause forfeited,
resulting in a reclassification to equity. Prior to the closing of the Transaction with Cabka
Group GmbH, the Company has cancelled 17,455,937 treasury shares.
On March 1, 2022, the Company issued 5,000,000 new ordinary shares and transferred
6.172.000 treasury shares in exchange for all shares in Cabka Group GmbH under the
Transaction as disclosed in Note 5 of the consolidated financial statements. Additionally,
all 1,833,334 “€ 11.00 warrants” as issued in the prior financial period were automatically
converted into 220,000 ordinary shares and resulted in a transfer or ordinary treasury shares
as the underlying conditions were met, being (i) a share price of the Company that equaled
or exceeded € 11.00 for a period of 15 trading days out of a 30 consecutive trading day period
and (ii) the closing of a Business Combination.
At closing of the Transaction, and in accordance with the Prospectus of the Company as
filed at its IPO, the Company furthermore transferred from treasury all 1,833,334 issued
“€ 11.00 Warrants” (which were immediately converted into 220,000 ordinary shares),
Cabka Annual Report 2022 – 135
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1,833,334 issued “€ 12.00 Warrants” and 1,833,334 issued “€ 13.00 Warrants”. Further
details on the outstanding Warrants as at December 31, 2022 are disclosed in Note 32 of
the consolidated financial statements.
13. Share premium
The share premium reserve relates to contribution on issued shares in excess of the nominal
value of the shares. The share premium is freely distributable, provided that equity is not lower
than the sum of share capital and legal reserves as a result of such distribution. During 2022, a
total amount of € 1,661,000 of incremental and directly attributable share issuance costs has
been deducted from share premium. Additionally, deducted from share premium in 2022 is an
amount of € 1,842,000 in connection with the acquisition of the 7.7% non-controlling interest
of Cabka North America Inc. as further disclosed in Note 9 of the consolidated financial
statements.
14. Other reserves
The other reserves comprises the Warrant reserve, Performance Shares reserve and Share-
based Payment reserve. These reserves are freely distributable provided that equity is not
lower than the sum of share capital and legal reserves as a result of such distribution. Further
details on the composition and movement of the other reserves is disclosed in Note 32 of the
consolidated financial statements.
15. Foreign currency translation reserve
The foreign currency translation reserve of € -1,533,000 comprises all foreign currency
differences arising from the translation of the financial statements of foreign operations (2021:
€ -380,000). This legal reserve is not freely distributable in accordance with Dutch law.
16. Equity overview
As at December 31, 2022, the shareholders’ equity in the Company financial statements
equals the equity attributable to common shareholders as presented in the consolidated
financial statements.
The Company’s loss for the year is € 149,000 higher than the consolidated loss for the year,
which difference is explained by expenses incurred by the Company during the period
January 1, 2022 to March 1, 2022. The Company is only included in the consolidation
as of March 1, 2022, being the date that the Transaction with Cabka Group GmbH was
effectuated as disclosed in Note 5 of the consolidated financial statements.
As at December 31, 2021, the shareholders' equity and result for the year in the Company
financial statements does not equal the consolidated equity attributable to common
shareholders and result for the year as presented in the consolidated financial statements.
Reason is that the consolidated financial statements are prepared as a continuation of those
of Cabka Group GmbH as further disclosed in Note 5 of the consolidated financial statements.
Pursuant to Dutch law, limitations exist relating to the distribution of equity attributable
to equity holders. Such limitations relate to the share capital and legal reserves (foreign
translation reserve) required by Dutch law as presented below.
The movement in the Company’s equity during the financial year is as follows:
Cabka Annual Report 2022 – 136
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Company statement of changes in equity 2022
IN EURO X 1,000
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
OTHER
RESERVES
FOREIGN
CURRENCY
TRANSLATION
RESERVE
RETAINED
EARNINGS TOTAL EQUITY
October 1, 2020 - - - - - -
-
Issue of new shares 33 - - - - - 34
Net result for the financial period - - - - -
-3,216 -3,215
At December 31, 2021 34 - - - - -3,216 -3,182
February 28, 2022
Reclassification of ordinary shares issued in prior period from financial liabilities 515
108,200
-405 - - -
108,310
Capital decrease at cancellation of 17.455,937 ordinary treasury shares -175 - 175 - - - -
Change of nominal value of Special Shares from € 0,07 per share to € 0,01 per share -6 6 - - - - -
Conversion of 1.302 HNV shares into 1.302 ordinary shares -13 13 - - - - -
March 1, 2022
Capital increase at acquisition of Cabka Group GmbH 50
-26,370
62 - -380
20,971 -5,667
Capital increase at conversion of € 11.00 warrants
-
1,869
4 - - -
1,873
Share issuance costs -
-1,661
- - - -
-1,661
Reclassification of € 12.00 and € 13.00 warrants issued in prior period from
financial liabilities
- - -
1,641 - - 1,641
Issue of new € 12.00 and € 13.00 warrants
-
-1,641
-
1,641
- - -
Issue of Performance Shares -
-3,449
-
3,449
- - -
Net result for the financial year - - - - -
-29,894 -29,893
Foreign currency result on translation of foreign operations - - - -
-1,153
-
-1,153
Acquisition of non-controlling interests -
-1,842
- - - -
-1,842
Share-based payments - - -
4,304
- -
4,304
At December 31, 2022 405 75,125 -164 11,035 -1,533 -12,139 72,729
Cabka Annual Report 2022 – 137
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17. Remuneration
The remuneration of current Management Board members charged to the Company and
Group companies, including pension expenses as referred to in Section 383, subsection 1, of
Book 2 of the Netherlands Civil Code, amounted to € 2,048,000 (2021: € 3,276,000).
The remuneration is as follows:
Remuneration
Management board
2022
IN EURO X 1,000
FIXED
REMUNE
-
RATION
VSOP
EXPENSES
PSU
EXPENSES
PS
EXPENSES
OTHER
COMPEN-
SATION TOTAL
T. Litjens 375 1,036 115 137 11 1,674
N. Küpcü 225 114 25 - 10 374
Total 600 1,150 140 137 21 2,048
Remuneration
Management board
2021
IN EURO X 1,000
FIXED
REMUNE
-
RATION
VSOP EX
-
PENSES
PSU
EXPENSES
PS
EXPENSES
OTHER
COMPEN-
SATION TOTAL
T. Litjens 330 2,473 - - 11 2,814
N. Küpcü 180 272 -
-
10 462
Total 510 2,745 - - 21 3,276
The Management Board has no pension plan and therefore no separate column for post-
employment benefits is included in above tables.
As disclosed in Note 32 of the consolidated financial statements, the former VSOP program
was rolled over as per March 1, 2022 into a share-based payment program. On March 1,
2022 1/3th was paid in cash (cash consideration VSOP above) and 2/3rd, (respectively
T.Litjens 250,013 and N. Küpcü 27,502 shares) was rolled over into real shares with a lock
up period of 1 year ending March 1, 2023. The roll-over shares were physically transferred
to the members of the Management board on March 15, 2023.
In 2022, a total of 142,853 PSU’s have been granted to T. Litjens and a total of
31,428 PSU’s to N. Küpcü.
Supervisory board
The total remuneration of current and former Supervisory Board members in 2022
amounts to € 586,000 (2021: € 0)
This remuneration is as follows:
Remuneration Supervisory board
IN EURO X 1,000
FIXED
REMUNE-
RATION
OTHER
REMUNE-
RATION
TOTAL
REMUNE-
RATION
M. Beja 33 6 39
G. Ramon 25
402 427
N. Hoek 25 5 30
T. Posner Henkin 25 5 30
J. Holscher 25 6 31
S. Nanninga 25 4 29
Total 158 428 586
The current Supervisory Board of Cabka N.V. was appointed by the General Meeting on
March 1, 2022. The remuneration of the Supervisory Board for financial year 2022 has been
charged pro rato for the total number of days in office.
Cabka Annual Report 2022 – 138
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No remuneration was charged in the financial year ended December 31, 2021 for the
former Supervisory Board of Dutch Star Companies Two B.V.
The fixed compensation for the chair of the Supervisory Board has been set at € 40,000
per year. The other Supervisory Directors will receive a fixed compensation of € 30,000
per year. The Supervisory Directors will receive an additional 3,000 in case of membership
of the Audit committee and 3,000 in case of membership of the Remuneration and
nomination committee, if any. In addition, each Supervisory Director will receive an
additional 2,500 per year for compensation of daily travel expenses. Other remuneration
of Mr. Gat Ramon is including consulting fees as stated in Note 40 of the consolidated
financial statements.
In addition to the remuneration of Mr. G. Ramon as stated above, on March 1, 2022 the
Company has issued 1,800,000 Performance Shares to a personal company of Mr. G.
Ramon as further detailed in Note 33 of the consolidated financial statements. These
Performance Shares were however granted in the capacity of shareholder and not in the
capacity of Supervisory Board member. As such, the total fair value of these Performance
Shares at grant date of € 3,449,000 are not considered to classify as remuneration for
employment services provided by Mr. Ramon.
18. Share ownership
The issued ordinary shares are divided as follows:
Share ownership
IN EURO X 1,000 SHARES % SHARES
RAM.ON Finance GmbH 11,172,000 46.58%
DSC Executive Directors Holding BV 1,370,187 5.71%
Eikenbosch Holding BV 1,040,002 4.34%
Miscellaneous C.V. 400,002 1.67%
De Vaart der Volkeren C.V. 400,002 1.67%
Free Float 9,599,998 40.03%
Total shares outstanding 23,982,191 100%
The ownership structure didn’t change since the listing at the Euronext Amsterdam on March 1, 2022.
Potential dilution of the total number of issued ordinary shares can be triggered at the
following thresholds (Note 32, 33 of the consolidated financial statements)
• VSOP, former performance share program management: maximum of 385,520 shares on
March 15, 2023
• € 11 share price: maximum of 190,471 shares resulting from PSU current performance share
program management
• € 12 share price: maximum of 190,471 shares resulting from PSU; DSCW2 warrants conversion
into maximum of 880,000 shares; and conversion of remaining 1/3rd of Special Shares
converting into 684,446 shares :
• € 13 share price: maximum of 190,471 shares resulting from PSU; and DSCW3-warrants
conversion into maximum of 1,320,000 shares
• € 16 share price: 750,000 shares from Performance Shares.
• € 18 share price: 750,000 shares from Performance Shares.
• € 20 share price: 750,000 shares from Performance Shares.
Cabka Annual Report 2022 – 139
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The Management Board members of Cabka. N.V. had no share ownership as of the end of the
financial year 2022 and 2021. As disclosed in Note 32 of the consolidated financial statements,
the former VSOP program was rolled over as per March 1, 2022 into a share-based payment
program. On March 1, 2022 1/3th was paid in cash and 2/3rd was rolled over into real shares
with a lock up period of 1 year ending March, 1 2023. The roll-over shares were physically
transferred to the members of the Management board on March 15, 2023.
The share ownership of the Supervisory Board as of listing on March 1, 2022 is as in the table
below. No comparison with 2021 is made as the shareholding prior to the listing was in two
independent entities with different share structures: For Gat Ramon in Cabka Group GmbH
and for Niek Hoek and Stephan Nanninga in Dutch Star Companies TWO B.V.
Share ownership Supervisory Board
IN ORDINARY SHARES
2022
M. Beja -
G. Ramon 11,172,000
N. Hoek 489,317
T.P. Henkin -
J. Holscher -
S. Nanninga 426,128
Total 12,087,445
19. Financial liabilities
The financial liabilities during the year relate to the following:
Financial liabilities at December 31,
IN EURO X 1,000
2022
< 1 YEAR
2022
> 1 YEAR
2022
TOTAL
2021
TOTAL
Special Shares liabilities
1,176
-
1,176
-
Redeemable ordinary shares
- - -
108,309
Warrant liabilities
- - -
3,474
Liabilities to Group companies
2,095
-
2,095
-
Liabilities to tax authorities
607 - 607 -
Accruals
220 - 220 -
Others
164 - 164 111
Financial liabilities
4,262 - 4,262 111,894
Special Shares liabilities:
As detailed in Note 30 of the consolidated financial statements, the Special Shares held by the
Founders of DSC2 will either (i) convert into 7 ordinary shares if the share price of Cabka N.V.
equals or exceeds €12.00 for any 15 trading days out of a 30 consecutive trading day period
(whereby such 15 days trading days do not have to be consecutive) or (ii) convert into
1 ordinary share if this price hurdle is not being achieved before March 1, 2027. This conversion
option has been classified as a financial liability measured at fair value through profit or loss
(FVTPL). The fair value of the financial liability as at December 31, 2022 amounts to € 1,176,000.
Redeemable ordinary shares:
As at December 31, 2021, all 51,455,941 ordinary shares issued by the Company, of which
11,00,004 outstanding with investors and 40,455,937 held in treasury by the Company,
were still redeemable for cash if no business combination was entered into by the
Company within two years from its IPO in November 2020. Due to this redemption clause,
Cabka Annual Report 2022 – 140
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the ordinary shares did not meet the classification of an equity instrument as at December
31, 2021. Instead, these ordinary shares were classified as financial liabilities. With the
closing of the Transaction with Cabka Group GmbH on March 1, 2022, the redemption
clause forfeited, resulting in a reclassification to equity (Note 12).
Warrant liabilities:
As at December 31, 2021, all €11.00, € 12.00 and €13.00 Warrants issued by the Company
were still redeemable for cash if no business combination was entered into by DSC2
within two years from its IPO in accordance with the underlying terms of the warrants.
Because of this redemption clause, the warrants did not meet the classification of an
equity instrument. Instead, these warrants were classified as financial liabilities. With the
closing of the Transaction on March 1, 2022, however, the redemption clause forfeited
automatically in accordance with the underlying terms, after which the warrants were
reclassified to equity. Per this same date, all € 11.00 warrants were converted into ordinary
shares as the underlying conditions were met, being (i) a share price of the Company
that equaled or exceeded € 11.00 for a period of 15 trading days out of a 30 consecutive
trading day period and (ii) the closing of a Business Combination. Further details on
the outstanding warrants as at December 31, 2022 are disclosed in Note 32 of the
consolidated financial statements.
Liabilities to Group Companies:
Liabilities to affiliated companies are IPO related expenses recharged from Cabka Group
GmbH to the parent company.
20. Receivable from foundation
As at December 31, 2021, the total proceeds of the offering amounted to €110,000,040, of
which 99% was deposited on the Escrow account with a Foundation, representing a gross
amount of € 108,900,040. Only costs suffered by the Escrow account is negative interest
expenses. As at December 31, 2021, a cash amount of €108,312,183 was available on the
Escrow account. These funds were released to Cabka N.V. at closing of the Transaction on
March 1, 2022, after which the Escrow account was closed.
21. Deferred taxes
The Deferred tax assets in an amount of € 520,000 have been recognized in respect of all
tax losses in an amount of € 2,081,000.
22. Commitments
No commitments made in the financial year 2022.
23. Post-balance sheet events
On March 15, 2023, following the lock up period, Cabka issued 385,020 Ordinary Shares
from treasury to cover its obligations under the former ‘VSOP’ performance share program
for key staff, resulting in a total of 24,367,211 Ordinary Shares issued per March 15 and
16,002,980 Ordinary Shares remaining in treasury.
24. Appropriation of result
The Management Board of the Company proposes, with the approval from the Supervisory
Board, that the result for the financial year 2022 should be transferred to reserves.
In addition, the Board proposes to distribute a payment to the shareholders totaling €
0,15 per ordinary share, thereof is € 0.10 per ordinary share in stock and € 0.05 in cash
insofar as the shareholders' equity exceeds the paid-up and called-up part of the capital
plus the statutory reserves and exceeds the amounts resulting from the distribution test,
performed by the Management Board at the date of each payment.
Cabka Annual Report 2022 – 141
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Management and Supervisory Board statement
The members of the Supervisory Board signed the financial statements in order to comply
with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch Civil
Code. The members of the Management Board signed the financial statements in order to
comply with their statutory obligation pursuant to Article 2:101, paragraph 2, of the Dutch
Civil Code and Article 5:25c, paragraph 2 sub c, of the Financial Markets Supervision Act.
Management Board Supervisory Board
T. Litjens M. Beja
N. Küpcü
(until February 1, 2023) G. Ramon
F. Roerink
(acting interim CFO as of February 1, 2023) N. Hoek
T.P. Henkin
J. Holscher
S. Nanninga
Cabka Annual Report 2022 – 142
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Other information
Provisions in the Articles of Association governing the appropriation of profit
Under article 32.1 and 32.2 of the Articles of Association of the Company, the Management Board
shall, with the approval of the Supervisory Board, determine which part of the profits is added to the
reserves.
The profit remaining after transfer to the reserves is available to the General Meeting of
Shareholders. The Management Board, with the approval of the Supervisory Board, shall make a
proposal for that purpose. A proposal to pay dividend shall be dealt with as a separate agenda item
at the General Meeting.
The Company can only make payments to the shareholders and other parties entitled to the
distributable profit insofar as the shareholders’ equity exceeds the paid-up and called-up part of
the capital plus the statutory reserves and exceeds the amounts resulting from the distribution test,
performed by the Management Board at the date of each dividend payment.
Cabka Annual Report 2022 – 143
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Independent auditor’s report
To: the shareholders and Supervisory Board of Cabka N.V.
A. REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2022
INCLUDED IN THE ANNUAL REPORT
Our opinion
We have audited the financial statements 2022 of Cabka N.V. based in Amsterdam
(Netherlands). The financial statements comprise the consolidated financial statements and
the company financial statements.
WE HAVE AUDITED OUR OPINION
The consolidated financial statements
comprise:
1. the consolidated statement of financial
position as at 31 December 2022;
2. the following statements for 2022:
the consolidated income statement,
the consolidated statements of
comprehensive income, changes in equity
and cash flows; and
3. the notes comprising a summary of the
significant accounting policies and other
explanatory information.
In our opinion, the accompanying
consolidated financial statements give a
true and fair view of the financial position
of Cabka N.V. as at 31 December 2022 and
of its result and its cash flows for 2022 in
accordance with International Financial
Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9
of Book 2 of the Dutch Civil Code.
The company financial statements
comprise:
1. the company balance sheet as at 31
December 2022;
2. the company profit and loss account for
2022; and
3. the notes comprising the accounting
policies and other explanatory
information.
In our opinion, the accompanying
consolidated financial statements give a
true and fair view of the financial position
of Cabka N.V. as at 31 December 2022 and
of its result and its cash flows for 2022 in
accordance with International Financial
Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9
of Book 2 of the Dutch Civil Code.
Cabka Annual Report 2022 – 144
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Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards
on Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of Cabka N.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
B. INFORMATION IN SUPPORT OF OUR OPINION
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The following information in support of our opinion
was addressed in this context, and we do not provide a separate opinion or conclusion on
these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial
statements as a whole at € 3,000,000. The materiality is based on a benchmark of revenues
(representing 1.5% of reported revenues) which we consider to be one of the principal
considerations for members of the company in assessing the financial performance of the
group. We have also taken into account misstatements and/or possible misstatements that in
our opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the Supervisory Board, in particular with the Audit Committee, that
misstatements in excess of € 150,000, which are identified during the audit, would be
reported to them, as well as smaller misstatements that in our view must be reported on
qualitative grounds.
Scope of the group audit
Cabka N.V. is at the head of a group of entities. The financial information of this group is
included in the consolidated financial statements of Cabka N.V.
Our group audit mainly focused on significant group entities. We consider an entity significant
when;
� it is of individual financial significance to the group; or
� the component, due to its specific nature or circumstances, is likely to include significant
risks of material misstatement, whether due to fraud or error of the group financial
statements.
We have:
� performed audit procedures ourselves at group entities Cabka N.V. and Cabka North
America Incorporated;
� used the work of other auditors when auditing entity Cabka GmbH & Co. KG, Cabka Eco
Products GmbH & Co. KG, Cabka N.V. (Belgium) and Cabka Spain S.L.U;
� performed specific audit procedures at other group entities.
We developed a plan for overseeing each component audit team based on its relative
significance and specific risk characteristics. Our oversight procedures included issuing
tailor-made group audit instructions, virtual meetings throughout the audit process with the
component auditors, remote working paper reviews as well as site visits for Cabka GmbH &
Co. KG, Cabka Eco Products GmbH & Co. KG, Cabka N.V. (Belgium) and Cabka Spain S.L.U,
virtual meetings with the component auditors and component management and reviewing
component audit team deliverables to gain sufficient understanding of the work performed.
Cabka Annual Report 2022 – 145
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For clarification purposes we hereby show our scope:
By performing the procedures mentioned above at group entities, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit
evidence about the group’s financial information to provide an opinion on the consolidated
financial statements.
Audit approach going concern
As explained in the section Basis of preparation: Going concern in Note 2.2 of the financial
statements, the Management Board has carried out a going concern assessment and identified
no going concern risks. Our procedures to evaluate the going concern assessment of the
board included, amongst others, the following:
� considered whether the Management Board's going concern assessment contains all
relevant information that we have knowledge of, as a result of our audit and inquired the
board on key assumptions and estimates;
� evaluated the budgeted operating results and related cash flows for the period of twelve
months from the date of preparation of the financial statements taking into account
developments in the industry, other external factors and our knowledge from the audit;
� analyzed whether the current and necessary financing to be able to continue all the
business activities is secured, including compliance with relevant covenants;
� obtained information from the board about its knowledge of going concern risks beyond
the period of the going concern assessment carried out by the board.
Our audit procedures did not reveal any information that conflicts with the Management
Board's assumptions and the going concern assumption used.
Audit approach fraud risks and non-compliance with laws and regulations
We identified and assessed the risks of material misstatements of the financial statements
due to fraud and non-compliance with laws and regulations. During our audit we obtained an
understanding of the entity and its environment and the components of the system of internal
control, including the risk assessment process and management’s process for responding
to the risks of fraud and monitoring the system of internal control and how the Supervisory
Board exercises oversight, as well as the outcomes. We refer to section Financial instruments
risk management objectives and policies in Note 38 for management’s fraud risk assessment
for further details.
We evaluated the design and relevant aspects of the system of internal control and in
particular the fraud risk assessment, as well as among others the code of conduct, whistle
blower procedures and incident registration. We evaluated the design and the implementation
of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to
financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated
whether these factors indicate that a risk of material misstatement due fraud is present.
We identified the following fraud risks and performed the following specific procedures:
Group Audit -
divided into revenue
Group Audit -
divided into assets
Group Audit -
divided into result
Audit
Specific proc.
Not in scope
Audit
Specific proc.
Not in scope
Audit
Specific proc.
Not in scope
Cabka Annual Report 2022 – 146
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RISK OF MANAGEMENT OVERRIDE OF CONTROLS AUDIT PROCEDURES AND OBSERVATIONS
Management is in a unique position to perpetrate fraud because management is able to
manipulate accounting records and prepare fraudulent financial statements by overriding
controls that otherwise appear to be operating effectively.
Therefore, in all our audits, we pay attention to the risk of management override of
controls at:
• Journal entries and other adjustments made throughout the year and during the course
of preparing the financial statements;
• Estimates and estimation processes;
• Significant transactions outside the ordinary course of business.
More specific, for Cabka we have identified a fraud risk in the revenue recognition, for
which we refer to the next fraud risk in this paragraph.
In this context, we also paid specific attention to the significant transaction outside of the
ordinary course of business, related to a possible misstatement in the accounting of the
business combination with Dutch Star Companies Two B.V. (‘DSC2’) since this is out of the
ordinary and requires significant judgement as further described in the section ‘Our key
audit matters’ of this report.
In response to the assessed fraud risk, our audit procedures included, amongst others, the
following:
• Where relevant for the audit, we evaluated the design and implementation of internal control
measures in the processes for preparation of the financial statements, generating and
processing journal entries and making estimates, assuming a risk of management override of
controls of that process.
• We have sealected manual journal entries based on risk criteria, such as, journal entries in
revenue recognition. We performed substantive audit procedures on these, in which, we also
paid attention to significant transactions outside the ordinary course of business such as the
business combination entered into with DSC2 as further described in the section ‘Our key
audit matters’ of this report.
• We evaluated the notes to the financial statements.
Our audit procedures did not reveal any specific indications of fraud or suspicions of fraud in
respect of management override of controls, potentially resulting in material misstatements.
Cabka Annual Report 2022 – 147
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RISK OF FRAUDULENT FINANCIAL REPORTING DUE TO OVERSTATEMENT
OF REVENUES
AUDIT PROCEDURES AND OBSERVATIONS
We addressed the risk of fraud in revenue recognition. This relates to the presumed
management incentive that exists to overstate revenue.
The majority of the Group’s revenue relates to the sale of goods, which is recorded at
the time that control over the goods transfers to the customer. For the majority of sales
transactions this is when the products are leaving the Group’s warehouse.
Revenues from the rendering of services are recorded in the period in which the services
are performed. Since such services generally take a short period of time, this is usually at
completion of the service.
Considering the above, there is limited risk of management manipulation. Rather, the
risk of fraud in revenue recognition is focused on the cut-off of revenue and accounting
of revenue in the appropriate accounting period as well as occurrence of inappropriate
manual transactions.
For the audit work performed in response to the assessed fraud risk, we refer to the key audit
matter ‘revenue recognition’, as set out in the section ‘Our key audit matters’ of this report.
Our audit procedures did not reveal any specific indications of fraud or suspicions of fraud
in respect of fraudulent financial reporting due to overstatement of revenues, potentially
resulting in material misstatements.
We incorporated elements of unpredictability in our audit. We also considered the outcome
of our other audit procedures and evaluated whether any findings were indicative of fraud or
non-compliance.
We considered available information and made enquiries of relevant executives, directors and
the Audit Committee.
This did not lead to indications for fraud, potentially resulting in material misstatements.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Audit Committee. The key audit matters are not a comprehensive reflection of
all matters discussed.
These matters were addressed in the context of our audit of the financial statements as a
whole and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
The table below describes the key audit matters, a summary of our procedures carried out
and our key observations.
Cabka Annual Report 2022 – 148
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DE-SPAC TRANSACTION OUR AUDIT APPROACH
As disclosed in Note 5 of the consolidated financial statements, Cabka Group GmbH
(‘Cabka’) entered into a business combination with Dutch Star Companies Two B.V. (‘DSC2’)
on 1 March 2022.
Accounting for this transaction is complex, requiring the group to exercise judgment on
how the structure and substance of the transaction is treated under International Financial
Reporting Standards. Management determined that this transaction qualifies as a reversed
acquisition for the accounting treatment.
The audit of the accounting for this transaction is a key audit matter due to the magnitude
of the transaction and the significant judgement and complexity involved in accounting for
the transaction.
Our audit procedures included, but were not limited to:
• Obtaining an understanding of the background and terms and conditions of the transaction
by having discussions with management and its accounting advisors and by reviewing the
Business Combination Agreement and other related documents and agreements.
• Evaluating management’s judgment on the accounting of the transaction, that qualifies as
a reversed acquisition for the accounting treatment, including application of the relevant
accounting standards as disclosed in Note 5 of the consolidated financial statements.
• Evaluating and testing management’s estimations of the fair value of the net assets of DSC2 at
transaction date, and management’s estimation of the fair value of the deemed shares issued
by Cabka on transaction date in exchange for these net assets of DSC2.
• Assessing management’s calculation of the difference between the estimated net assets
acquired and the estimated fair value of the deemed shares issued (consideration paid) and
the proper accounting of this difference as a “listing expense” in profit or loss.
• Evaluating management’s assessment on the classification of the outstanding Warrants and
Special Shares as issued by DSC2 as either equity or financial liability in accordance with IAS
32 Financial Instruments: Presentation, as well as the valuation of these financial instruments.
• Testing the appropriateness of the accounting of transaction costs incurred for the business
combination in accordance with IAS 32 Financial Instruments: Presentation.
• Assessing the adequacy of the related disclosures in the financial statements on the business
combination between Cabka and DSC2.
Based on the audit procedures performed, we are satisfied that the transaction has been
properly accounted for in the financial statements in all material aspects.
Cabka Annual Report 2022 – 149
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REVENUE RECOGNITION OUR AUDIT APPROACH
During the year ended 31 December 2022, the group recognised revenue from contracts
with customers amounting to
€ 208.9 million relating to sales of goods and services as disclosed in Note 8.
The Group’s management focuses on revenue as a key driver by which the performance
of the Group is measured. This area is a key audit matter due to revenue being the most
significant item in the financial statements. Also Cabka has several large customers and
therefore a few extensive contracts that are related to a large number of transactions.
We have identified the existence of revenues as a significant risk and identified a risk
that revenues may be overstated through pre-mature revenue recognition or fictitious
revenues as a result of management override in order to meet market and shareholders’
expectation.
As set out in section ‘Audit approach fraud risks’ of this report, the risk of fraud in revenue
recognition is focused on the cut-off of revenue and accounting of revenue in the
appropriate accounting period as well as occurrence of inappropriate manual transactions.
Our audit procedures included, amongst others:
• Evaluating the revenue recognition policies for all material streams of revenue to ensure
these were in accordance with IFRS 15 Revenue from Contracts with Customers.
• Evaluating the design and implementation of the Group’s internal control measures relating
to the recognition of revenue.
• Performing detailed substantive testing of revenue by vouching a sample of sales invoices
to supporting records of goods dispatched or services rendered and authorized sales
contracts.
• Verifying the existence of outstanding accounts receivable positions as at year-end with
customer confirmations and by subsequent cash collection tests.
• Obtaining and evaluating credit notes issued during the year, and subsequent to year-end,
and performing cut-off testing to ensure revenue transactions have been recorded in the
correct reporting period.
• Performing specific manual journal entry testing procedures, such as assessing write-offs of
trade debtors other than cash receipts.
• Assessing the adequacy of the disclosures in the financial statements relating to revenues
(Note 8).
Based on the audit procedures performed, we have not identified any material findings.
Cabka Annual Report 2022 – 150
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C. REPORT ON OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
In addition to the financial statements and our auditor’s report thereon, the annual report
contains other information that consists of:
� the Management report;
� the Supervisory Board report;
� the remuneration report;
� other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
� is consistent with the financial statements and does not contain material misstatements;
� contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
Management report and the other information as well as the information as required by
Sections 2:135b and 2:145 sub-Section 2 of the Dutch Civil Code for the remuneration report.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2, of
the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is
substantially less than the scope of those performed in our audit of the financial statements.
The Management Board is responsible for the preparation of the other information, including
the Management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other
information as required by Part 9 of Book 2 of the Dutch Civil Code.
D. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
Engagement
We were engaged by the General Meeting as auditor of Cabka N.V. on 12 April 2022, as of the
audit for financial year 2022 and have operated as statutory auditor ever since that financial year.
Prohibited non-audit services
Except for the below we have not provided prohibited non-audit services as referred to article
5(1) of the EU Regulation on specific requirements regarding statutory audits of public interest
entities. During 2022, a BDO tax team outside of The Netherlands, not involved in the audit of
the financial statements 2022 of Cabka N.V., conducted a non-assurance related engagement
for a subsidiary of Cabka N.V., with a fee value of € 3,600 (or: 0.4% of the total audit fees
for the group). Under the EU Regulation this non-assurance related engagement is a non-
permissible service, and should therefore not have been commenced. Upon identification, the
non-assurance engagement was immediately terminated. In our professional judgement, we
confirm that based on our assessment of the breach our integrity and objectivity as auditor
has not been compromised. When BDO became aware of this breach it was, together with
the mitigating and corrective measures taken, reported to Cabka N.V.’s Audit Committee.
Cabka’s N.V. Audit Committee has agreed with our conclusion given the nature and size of the
prohibited services as mentioned above.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
European Single Electronic Format (ESEF)
Cabka N.V. has prepared its annual report in ESEF. The requirements for this are set out in
the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the
specification of a single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML-format, including the financial
statements of Cabka N.V., has been prepared in all material respects with the RTS on ESEF.
The Management Board is responsible for preparing the annual report including the financial
statements, in accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report
complies with the RTS on ESEF.
Cabka Annual Report 2022 – 151
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We performed our examination in accordance with Dutch law, including Dutch Standard
3950N 'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van
een digitaal verantwoordingsdocument' (assurance engagements relating to compliance with
criteria for digital reporting).
Our examination included amongst others:
� obtaining an understanding of the entity's financial reporting process, including the
preparation of the annual financial report in XHTML-format;
� identifying and assessing the risks that the annual report does not comply in all
material respects with the RTS on ESEF and designing and performing further assurance
procedures responsive to those risks to provide a basis for our opinion, including:
� obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL extension
taxonomy files have been prepared in accordance with the technical specifications as
included in the RTS on ESEF;
� examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
E. DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL
STATEMENTS
Responsibilities of the Management Board and the Supervisory Board for the financial
statements
The Management Board is responsible for the preparation and fair presentation of the
financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, the Management Board is responsible for such internal control the Management
Board determines is necessary to enable the preparation of the financial statements that are
free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Management Board is responsible
for assessing the company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Management Board should prepare the financial statements using the
going concern basis of accounting, unless the Management Board either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so.
The Management Board should disclose events and circumstances that may cast significant
doubt on the company’s ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting
process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to
obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means
we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements. The materiality affects the nature,
timing and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements
and independence requirements. Our audit included among others:
� identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to
those risks, and obtaining audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
Cabka Annual Report 2022 – 152
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fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
� obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control;
� evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Management Board;
� concluding on the appropriateness of the use of the going concern basis of accounting by
the Management Board, and based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
entity’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause a company to cease to continue as a going
concern;
� evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
� evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing,
supervising and performing the group audit. In this respect we have determine the nature and
extent of the audit procedures to be carried out for group entities. Decisive were the size and/
or the risk profile of the group entities or operations. On this basis, we selected group entities
for which an audit or review had to be carried out on the complete set of financial information
or specific items.
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant findings in
internal control that we identify during our audit. In this respect we also submit an additional
report to the audit committee in accordance with Article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities. The information included in
this additional report is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial statements.
We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Amstelveen, 24 April 2023
For and on behalf of BDO Audit & Assurance B.V.,
sgd. drs. J.F. van Erve RA
Cabka Annual Report 2022 – 153
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In-Control
Statement
Cabka’s assessment is that there are no major failings in its internal
risk management and control systems in the reporting year.
It should be noted that the above does not imply that our
systems and procedures provide certainty as to the realization
of strategic, operational, compliance and reporting objectives,
nor that they can prevent all misstatements, inaccuracies,
errors, fraud and non-compliance with laws and regulations.
On this basis, Cabka’s Management Board states that to the best
of its knowledge:
• the Annual Report provides sufficient insight into the
effectiveness of Cabka’s internal risk management and control
systems
• the aforementioned risk management and control systems
provide reasonable assurance that the financial reporting does
not contain any material inaccuracies, and
• based on the current state of affairs, financial reporting on a
going concern basis is justified (refer to going concern note).
In accordance with provision 1.4.3. of the Dutch Corporate
Governance Code and Article 5:25c of the Financial Supervision
Act, the Management Board declares that, to the best of its
knowledge:
• the sections in the Report of the Management Board as
included in this report provide sufficient insights into any
deficiencies in the effectiveness of Cabka’s internal risk
management and control systems
• the financial reporting systems provide reasonable assurance
that Cabka’s financial reporting does not contain any material
errors
• based on Cabka’s current state of affairs, it is justified that the
financial reporting is prepared on a going concern basis (refer
to going concern note)
• the sections in the Report of the Management Board list
those material risks and uncertainties relevant to expectations
regarding Cabka’s continuity for the period of 12 months after
the preparation of the Report of the Management Board
• the financial statements as included in this report provide a
true and fair view of the assets, liabilities, financial position and
results for the financial year of Cabka, and
• the sections in the Report of the Management Board provide
a true and fair view of the situation on the balance sheet date
and the business development during the financial year of
Cabka included in the financial statements.
Amsterdam, April 25, 2023
Tim Litjens Frank Roerink
Chief Executive Officer Chief Financial Officer a.i.
Cabka Annual Report 2022 – 154
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Regulatory Framework
In order to meet the EU’s climate targets as well as the
objectives of the European Green Deal, investments must
be directed towards sustainable economic undertakings.
Prerequisite for this is a common language and definition
of the sustainability of different economic activities. The
EU Taxonomy serves as such a common classification
system, enabling the financing of sustainable developments
through the identification of economic activities that
support the EU’s sustainability goals.
The EU Taxonomy Regulation entered into force in July
2020. It establishes six environmental objectives of
which climate change mitigation (1) and climate change
adaptation (2) became effective in 2021. Technical
Screening Criteria for these two objectives enable the
evaluation of taxonomy eligibility of those economic
activities. For alignment with EU Taxonomy, meaning
the definition of an economic activity to be considered
environmentally sustainable, activities undergo further
screening to confirm that there is no significant harm to
other environmental objectives and minimum safeguards
are being met.
Requirements for economic activities which contribute to
the remaining objectives of sustainable use and protection
of water and marine resources (3), transition to circular
economy (4) and pollution prevention and control (5) and
protection and restoration of biodiversity and ecosystems
(6) are still under review.
The Taxonomy framework provisions effective at the
publishing date of this Annual Report requires Cabka
to disclose the proportion of its turnover, capital, and
operating expenditure (CapEx and OpEx) from taxonomy-
eligible and non-eligible economic activities and the share
of turnover, CapEx and OpEx from taxonomy-aligned
activities.
Cabka’s taxonomy eligibility
IN EURO X 1000 ELIGIBILITY ALIGNMENT
Revenue 208,893 5.2% 0%
CapEx
24,598
0.0% N/A
OpEx
110,771
0.0% N/A
The Technical Screening Criteria in the Delegated
Regulation (EU) 2021/2139 were used to identify which of
Cabka’s activities are taxonomy eligible. At present, none
of the economic activities included in the Regulation
fully describe Cabka's business model or individual
economic activities of producing economic goods (e.g.,
plastic pallets, large load carriers, etc.) from recycled
plastics. Cabka uses in-house recycled material for its
own production and does only generate to a limited extent
direct revenues from this process.
EU Taxonomy
Cabka Annual Report 2022 – 155
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For the purpose of the calculation of eligible activities, the financial information has
been derived from Cabka’s financial statements. Turnover under EU taxonomy are equal
to consolidated turnover as reported in our Consolidated Statement of Profit and Loss
amount to € 208,893,000 The calculation of CapEx and OpEx also follows principles used
for Consolidated Statement. Determination of all KPIs is in accordance with ANNEX I of
delegated regulation 2021/2178/EU.
Taxonomy eligibility is only given to those economic services in which Cabka has generated
turnover with the recycling and sale of the plastic raw material. These “plastics in primary
forms” produced by Cabka meet the first criterion mentioned on p.61 under point 3.17
in document (EU) 2021/2139: “The plastic in primary is produced entirely by mechanical
recycling of plastic waste”. Taxonomy eligibility is only given to those economic activities
in which Cabka has generated turnover with materials from its mechanical recycling
activities.
Ultimately, Cabka’s taxonomy-eligible revenue share is very low according to current
definitions in EU Delegated Acts and supplementing FAQ documents. In other words, the
value created within Cabka with recycling activities may be considered taxonomy eligible,
but the integrated business model currently prevents the majority of that value from being
assessed as taxonomy eligible.
Status on alignment
Reporting on Taxonomy alignment is new and proving compliance with the technical
screening criteria therefore entails a significant effort for all reporting entities. We have
made an initial effort to report alignment. Based on the assessment of the criteria we
cannot confirm alignment with the EU Taxonomy for eligible turnover.
This also effects the identification of specific CapEx and OpEx positions for taxonomy
alignment. Per our current interpretation of the Technical Screening Criteria, none of
these positions can be considered taxonomy aligned in FY2022.
Future opportunities
In 2023, we will work to better understand and correctly interpret the EU Taxonomy
Regulation for Cabka’s unique business model, and all our reporting entities located in
different geographies. Requirements of the EU Taxonomy coincide with actions on our ESG
strategy implementation roadmap, such as the realization of comprehensive climate risk
assessments.
With the EU continuing to develop sustainability criteria for other environmental objectives
such as the circular economy, we foresee significant opportunities to increase eligibility
of our economic activities in the coming years. This also accelerates our efforts to ensure
future alignment. With more revenues classified as EU taxonomy aligned, we will also see
forward-looking OpEx and CapEx positions to become taxonomy aligned.
Cabka Annual Report 2022 – 156
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Turnover
DESCRIPTION OF ACTIVITY
TAXONOMY
CODE
"RELATED
TURNOVER
IN EURO X1.000"
% OF TOTAL
TURNOVER
SUBSTANTIAL
CONTRIBUTION
CRITERIA
DO NOT
SIGNIFICANT
HARM (DNSH)
CRITERIA (Y/N)
MINIMUM SOCIAL
SAFEGUARDS
(Y/N)
"TAXONOMY
ALIGNED
TURNOVER
IN EURO X 1,000
"TAXONOMY
NON-ALIGNED
TURNOVER
IN EURO X 1,000
CATEGORY
ENABLING
CATEGORY
TRANSITIONAL
Manufacture of plastics in
primary form
Eligble Turnover (A)
3.17 10,965 5.20% 100% N Y 0 10,965 T
Taxonomy non-eligible
Turnover (B)
197,928 94.80%
Total (A+B) 208,893 100%
CapEx
DESCRIPTION OF ACTIVITY
TAXONOMY
CODE
RELATED CAPEX
IN EURO X 1,000
% OF TOTAL
CAPEX
SUBSTANTIAL
CONTRIBUTION
CRITERIA
DO NOT
SIGNIFICANT
HARM (DNSH)
CRITERIA (Y/N)
MINIMUM SOCIAL
SAFEGUARDS
(Y/N)
TAXONOMY
ALIGNED CAPEX
TAXONOMY
NON-ALIGNED
CAPEX
Not applicable, no eligible CapEx identified (A) N/A 0 0% N/A N/A N/A N/A N/A
Taxonomy non-eligible CapEx (B) 24,598 100%
Total (A+B) 24,598 100%
OpEx
DESCRIPTION OF ACTIVITY
TAXONOMY
CODE
RELATED OPEX
IN EURO X 1,000
% OF TOTAL
OPEX
SUBSTANTIAL
CONTRIBUTION
CRITERIA
DO NOT
SIGNIFICANT
HARM (DNSH)
CRITERIA (Y/N)*
MINIMUM SOCIAL
SAFEGUARDS
(Y/N)
TAXONOMY
ALIGNED OPEX
TAXONOMY
NON-ALIGNED
OPEX
Not applicable, no eligible OpEx identified (A) N/A 0 0% N/A N/A N/A N/A N/A
Taxonomy non-eligible OpEx (B) 110,771 100%
Total (A+B) 110,771 100%
Cabka Annual Report 2022 – 157
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GRI 2: General
Disclosures 2021
Organizational profile
2-1 Organizational details 3, 13
2-2
Entities included in the organization’s sustaina-
bility report
37
2-3
Reporting period, frequency and
contact point
37, 160
2-4 Restatements of information N/A
2-5 External assurance 150
Activities and workers
2-6
Activities, value chain and other business relati-
onships
6-12
2-7 Employees 104
Governance
2-9 Governance structure and composition 64
2-10
Nomination and selection of the
highest governance body
64
2-11 Chair of the highest governance body 65
2-12
Role of the highest governance body in
overseeing the management of impacts
66
2-13
Delegation of responsibility for
managing impacts
67
2-14
Role of the highest governance body in
sustainability reporting
41, 66
2-15 Conflicts of interest 64
2-16 Communication of critical concerns 66
2-19 Remuneration policies 70
2-20 Process to determine remuneration 71 - 73
Strategy, policies,
and practices
2-22 Statement on sustainable development strategy 40
2-23 Policy commitments 40
2-24 Embedding policy commitments 41, 50
2-25 Processes to remediate negative impacts 41
2-26
Mechanisms for seeking advice and raising
concerns
50 - 51, 126
2-27 Compliance with laws and regulations 32, 126
2-28 Membership associations 58
Stakeholder
engagement
2-29 Approach to stakeholder engagement 40
GRI 3: Material Topics
2021
Disclosures on material
topics
3-1 Process to determine material topics 39
3-2 List of material topics 39
Appendix I - GRI Content Index
Statement of use: Cabka has reported the information cited in this GRI content index for the
reporting period of January 1 to December 31, 2022 with reference to the GRI Standards.
GRI 1 used: GRI 1: Foundation 2021
Applicable GRI Sector Standard(s): Non applicable
GRI STANDARD
GRI
DISCLOSURE
NUMBER DISCLOSURE TITLE PAGE(S) GRI STANDARD
GRI
DISCLOSURE
NUMBER DISCLOSURE TITLE PAGE(S)
Cabka Annual Report 2022 – 158
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3-3
Management of material topics 41
Economy
GRI 201 Economic
Performance 2016
201-1 Direct economic value generated and distributed 77
201-2 Financial implications and other risks and
opportunities due to climate change
35 - 36
201-3 Defined benefit plan obligations and other
retirement plans
70
GRI 205 Anti-
corruption 2016
205-2 Communication and training about
anti-corruption policies and procedures
50- 51, 126
Environment
GRI 301 Materials 2016 301-1 Materials used by weight or volume 45 - 46
301-2 Recycled input materials used 45 - 46
GRI 302 Energy 2016 302-1 Energy consumption within the organization 43
GRI 305 Emissions 2016 305-1 Direct (Scope 1) GHG emissions 43
305-2 Energy indirect (Scope 2) GHG emissions 43
305-3 Other indirect (Scope 3) GHG emissions 43
GRI 306 Waste 2020 306-4 Waste diverted from disposal 46
GRI 308 Supplier
environmental
assessment 2016
308-1 New suppliers that were screened using
environmental criteria
56
People
GRI 403 Occupational
health & safety 2018
403-1 Occupational health and safety management
system
52 - 53
403-5 Worker training on occupational health and
safety
52 - 53
403-6 Promotion of worker health 52 - 53
GRI 405 Diversity &
equal opportunity 2016
405-1 Diversity of governance bodies and employees 54
GRI STANDARD
G
RI DIS-
CLOSURE
NUMBER
DISCLOSURE TITLE PAGE(S) GRI STANDARD
GRI DIS-
CLOSURE
NUMBER DISCLOSURE TITLE PAGE(S)
Cabka Annual Report 2022 – 159
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Disclose the company’s
governance around
climate-related risks and
opportunities.
Describe the board’s oversight of
climate-related risks and opportunities.
28
Describe management’s role in assessing
and managing climate-related risks and
opportunities.
41
Describe the climate-related risks and
opportunities the company has identified
over the short, medium, and long term.
30-33
Describe the impact of climate-related
risks and opportunities on the company’s
businesses, strategy, and financial planning.
30-33
Describe the resilience of the company’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C
or lower scenario.
34
Disclose how the company
identifies, assesses, and
manages climate-related
risks.
Describe the company’s processes for
identifying and assessing climate-related
risks.
34
Describe the company’s processes for
managing climate-related risks.
34
Describe how processes for identifying, as-
sessing, and managing climate-related risks
are integrated into the company’s overall
risk management.
34
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
Disclose the metrics used by the company
to assess climate-related risks and
opportunities in line with its strategy and
risk management process.
43 - 44
Disclose Scope 1, Scope 2, and, if appropri-
ate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks.
43 - 44
Describe the targets used by the company
to manage climate-related risks and oppor-
tunities and performance against targets.
43 - 44
PILLAR RECOMMENDED DISCLOSURES PAGE(S)
Appendix II - TCFD index
PILLAR RECOMMENDED DISCLOSURES PAGE(S)
Disclose the actual and
potential impacts of
climate-related risks
and opportunities on the
company’s businesses,
strategy, and financial
planning where such
information is material.
Cabka N.V.
Johan Cruijff Boulevard 65-71
1101 DL Amsterdam
The Netherlands
www.cabka.com
www.investors.cabka.com
Investor & Press contact: IR@Cabka.com
Commercial contact: info@Cabka.com