Cabka N.V.

Annual

Report

Cabka Annual Report 2023 – 2

Transformation Matters

Corporate governance Financial reportManagement report ESG

About this

report

This document contains the Annual Report 2023 of

Cabka N.V., a listed public company under Dutch law

(‘naamloze vennootschap met beperkte aansprakelijkheid’)

which is registered in the Chamber of Commerce Amsterdam

under number 80504493. As of 1 March 2024, the company

has moved its registered office to John M. Keynesplein 10, 1066

EP, Amsterdam, the Netherlands (previously at Johan Cruijff

Boulevard 65-71, 1101 DL Amsterdam, The Netherlands).

Cabka N.V. is based in the Netherlands with subsidiaries in the

US, Spain, Germany and Belgium. Cabka is listed and traded on

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.

for the period of 1 January 2023 until 31 December 2023,

unless stated otherwise.

The consolidated financial statements of Cabka N.V. have

been prepared in accordance with International Financial

Reporting Standards (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.

This report also includes both financial and sustainability

reporting for Cabka. The TCFD index (Task Force on Climate-

related Financial Disclosures) and the GRI index (Global

Reporting Initiative) are included in this report.

Statement on forward looking statements

The management report may include statements that are, or may

be deemed to be, “forward-looking statements“. Forward-looking

statements may and often do differ materially from actual results.

Any forward-looking statements reﬂect the Company’s current view

with respect to future events and are subject to risks relating to

future events and other risks, uncertainties and assumptions relating

to the Company’s business, results of operations, financial position,

liquidity, prospects, growth, or strategies.

Readers are cautioned that any forward-looking statements are not

guarantees of future performance. Given these uncertainties, the

reader is advised not to place any undue reliance on such forward-

looking statements.

Cabka Annual Report 2023 – 3

Transformation Matters

Corporate governance Financial reportManagement report ESG Cabka Annual Report 2023 – 3

Transformation Matters

Corporate governance Financial reportManagement report ESG Corporate governance Financial reportManagement report ESG

Cabka’s ESG governance 43

Working towards a positive climate impact 48

Keeping plastics in the loop 51

Innovation is in our DNA 54

Business ethics 57

Occupational Health & Safety 59

Diversity and inclusion 61

Creating a sustainable supply chain 64

Connecting through memberships and

par tnerships 66

Message from the CEO 18

Highlights 2023 25

Business overview 27

Risk Management 30

Fraud and non-compliance 39

Purpose and Mission 6

Core Activities and Products 7

The company and its environment 8

Innovation across the entire value chain 11

Product portfolio 12

Organizational structure & department 14

Appendix I – GRI Content Index 179

Appendix II – TCFD index 181

Consolidated Financial Statements 93

Company Financial Statements 146

Independent auditor's report 159

Assurance report ESG 169

In-Control Statement 172

EU Taxonomy 173

Strength to grow 72

Organizational structure 73

Supervisory Board Report 75

Remuneration Report 83

03 ESG - contributing

to a better future 02 Management Report 01 About us

Supplementary

information 05 Financial Report 2023

04 Corporate governance

Index

Cabka Annual Report 2023 – 4

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Financial

Social & Governance Environment

EBITDA Margin

12.3%

2022: 10.8%

1.5pp

Scope 3

Emissions

(in tonnes CO

eq)

179,366

2022: 168,845

Revenue

(in € million)

196.9

2022: 208.9

Scope 1 & 2

Emissions

(in tonnes CO

eq)

46,885

2022: 49,972

Net working

capital

(in € million)

21.7

2022: 38.3

43%

Raw Material

Suppliers

assessed

on ESG

% of suppliers

43%

2022: 35%

Gross Margin

50.7%

2022: 44.3%

6.4pp

Plastic Waste

Intake

139.9

2022: 121.0

16%

EU Taxonomy

% of revenue aligned with

environmental objectives

48%

2022: 0

Female

Employees

% of total workforce

16%

2022: 17%

Net Income

(in € million)

2.3

2022: 1.6

40%

Employees

# of FTEs

603

2022: 595

Opex in R&D

% of Opex related to R&D

4.3%

2022: 6.0%

1.7pp

Growth CAPEX

(in € million)

14.6

2022: 10.1

45%

Signature of Code

of Ethics

% of all Cabka employees

66%

2022: n/a

2023

2023 2022

2023 2022 2023 2022

2023 2022

Cabka Annual Report 2022 – 5

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About us

Cabka Annual Report 2023 – 6

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Purpose and Mission

At Cabka, we want to transform things for the better. We want to

change the way goods move around the world. 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. Our three strategic pillars,

underpinned by our competitive advantage, drive our execution:

benchmark products, material excellence and customer intimacy.

Innovation has been an integral part of our work since we pioneered

technology for processing recycled plastic almost 30 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 breakthroughs all over the supply chain and beyond with

smart, reusable solutions for transport packaging. Because we believe

in a world where supply chains don’t 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

customers and for the environment.

Respect We value our people, partners and the environment and we always play fair.

Passion We are proud of what we do, energized by our purpose.

Creativity We lead through innovation in design, materials and technology.

Accountability We take ownership, manage expectations, and deliver on our promises.

Vision

A circular economy built on closed-loop logistic solutions utilizing sutainable material streams.

Mission

Cabka is changing the way goods move around the world. We take plastic waste and

transform it into reusable transport packaging (RTP) by integrating material, design, and

process technology. Cabka is the answer for any company seeking to ship goods at peak

efficiency and with the smallest possible environmental impact.

Strategy

We aim to become the market leader in RTP solutions manufactured out of recycled

plastic waste. Solutions designed for circular logistic systems, leveraging an innovative

and focused organisation that builds strong partnerships with suppliers and customers in

products and markets that we know and understand.

Based on 3 strategic pillars built around Cabka's competitive advantage

Bechmark

Products

Material

Excellence

Customer

Intimacy

• Superior product design expertise

• Industry leading utilization of

recycled content

• Offering full life-cycle services

• In-depth knowledge of customer

supply chains

• Covering large vaiety of industries

• Collaborative design approach

• In-house recycling of

hand-to-recycle waste

streams

• Extensive material

formulation databank

• Deep integration into

global recycling network

Cabka Annual Report 2023 – 7

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Cabka is creating clever and transformative packaging solutions for

moving goods around the world in a more sustainable way. We take

post-consumer and post-industrial plastic waste 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 also made from recycled plastic and are used in

road construction, traffic safety systems and gardening. We are leading

the industry with our integrated approach closing the loop from waste to

recycling, to manufacturing. Thanks to many years of experience and the

work of our engineers at our state-of-the-art Innovation Center, we bring

recycled plastics back into the production cycle at attractive price points.

This greatly reduces our customers' costs and carbon footprint.

We are leading the industry with our integrated approach closing the

loop from waste to recycling, to manufacturing. Thanks to many years

of experience and the work of our engineers at our state-of-the-art

Innovation Center, we bring recycled plastics back into the production

cycle at attractive price points. This greatly reduces our customers'

costs and carbon footprint.

Core Activities

and Products

ManufacturingInnovation CommercializationFeedstock Recycling

Injection

molding and

extrusionRecycling Products

Product

design

Material

engineering

Process

development

Returned at end-of-life

Post-industrial

waste

Buy back

material

Post-consumer

waste

Cabka Annual Report 2023 – 8

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Global RTP

(2022)

~$ 86bn

Plastics

market share

The company and its environment

Cabka Group operates internationally and is a

manufacturer of reusable transport packaging (RTP) made

from 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 until their eventual 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 as well as

high-end production capabilities. Cabka employs a total

of 603 FTE (2023 YE) and operates production facilities in

Europe and the United States.

Market

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 (excl container) market is expected

to reach US$122.3 billion in 2030, which results in an

expected average growth rate of 5.1% per year. 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, 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

wooden 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.

Total cost of ownership

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

Market share in 2022 of Global RTP:

Cabka Annual Report 2023 – 9

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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. With the binding

commitment of the Paris Agreement to limit global

warming, 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 supporting at least the 1.5°C target.

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 a substantial

upside compared to the generally 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

an average of 200 or even more logistic trips whereas the

lifespan of wooden pallets is much shorter, at an average

of 5 trips before they break or deteriorate from external

inﬂuences such as humidity, mold, or vermin infestation.

As opposed to using virgin plastics, the use of recycled

plastics additionally lowers the overall environmental

impact of the pallets. First, no primary raw materials

are needed, and second, it prevents that plastic waste

streams are incinerated or end up in landfill. 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 100% recyclable and can be re-used for the

manufacturing of new products, making our products a

truly circular solution.

100%

Our products are

100% recyclable and

can be re-used for

the manufacturing

of new products,

making our products

truly circular.

90%

Up to 90% CO

reduction

Cabka Annual Report 2023 – 10

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Price: EPAL € 8-12 /pallet

Trips: 5 trips

(average)

TCO: € 1.5-2.5 /trip (standard pallet)

TCO: € 4.5-7.5 /trip (standard pallet

+ one-way corrugated paper)

Price: € 5-10

Trips: 10-30

Savings: up to 80%

Price: € 15-30

Trips: 20-50

Savings: up to 80%

Price: € 40-60

Trips: 60-200

Savings: up to 85%

Price: € 100-150

Trips: 50-150

Savings: up to 75%

Total Cost of Ownership

Durability driving superior TCO

Wooden pallets

Nest Eco Endur CabCube

“Average lifespan of Endur pallets is 60-200 trips com-

pared to the average 5 trips of a wooden pallet”

Cabka Annual Report 2023 – 11

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Material innovation

With the company’s origins in processing

hard-to-recycle materials, Cabka has

established key knowledge advantages in

this field. From a strategic procurement

side, Cabka has identified and successfully

processed progressively 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 inhouse

recycling competence, which leads to

significantly lower input costs. Overall, circa

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

by challenges. Since it is waste, one

cannot avoid contaminations and foreign

substances in the material. Furthermore,

the overall quality (e.g., particle sizes, color,

etc.) can be volatile. Cabka has established

unique processing methods, using inhouse

developed and produced molds and tailor-

made machinery, enabling the efficient

recycling and consequent processing

of these materials. Cabka continues to

invest in the automation of its production

processes (e.g., waste separation, material

transport, and internal logistics) to ensure

stable and reliable production.

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

can design and produce products that

meet a broad range of specific customer

requirements tailored to their specific

sector needs.

Innovation across the entire value chain

Cabka Annual Report 2023 – 12

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Product portfolio

Cabka’s product portfolio consists of over 150 different pallets and large containers, together with its ECO product 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 2023 – 13

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Cabka’s product-market-combination overview

Cabka caters solutions for a variety of sectors,

often tailored to their unique set of use cases. This

comprehensive coverage is constantly being improved

through product modifications and a strong development

pipeline. The following chart provides an overview of

Cabka’s current sector coverage:

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 4x 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) – a three-piece sleeve pack container for

transportation of bulk and large volume parts, and the Pallet

Box (rigid large container) – a rigid high-volume box for safe

storage and transportation of loose products or bulk goods.

Customized solutions

Logistics solutions designed for a customer's specific

supply chain, reducing costs and carbon footprint can be

in both pallets and large containers. Many of the products

Cabka developed jointly with customers have ended up

becoming industry standards. Among them are: 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 logistical chains. Examples include inhouse tool

manufacturing and recycling services, providing a secure

end-of-life solution for outranged pallets and containers.

Market

Food & Beverage Retail Chemical Pharma Automotive Pooling

Nest

Eco

Endur

Hygienic

FLC

RLC

Cabka’s product-market-combination overview

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Organizational structure

& department

Cabka N.V. is based in the Netherlands with an

international footprint. Cabka’s corporate support

functions are based in Berlin, Germany. Innovation,

marketing and sales is 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 additional smaller sites in Belgium

and Spain, and has tolling agreements with two contract

manufacturers to broaden its production capacities.

Cabka’s subsidiaries are run by local management. While

local issues are tackled locally, the greater responsibilities,

decisions, and guidelines are coordinated at corporate

level. This setup ensures 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 2023 – 15

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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 30 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 2023 – 16

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Cabka Annual Report 2022 – 17

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Management

Report

Cabka Annual Report 2023 – 18

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In 2023, Cabka focused on strengthening its customized solutions via new

product launches, recovering its US sales after the ﬂooding of the St. Louis

(MO, USA) plant, and improving its operating margins. The company remained

committed to its strategic objectives. CEO Tim Litjens reﬂects on these

central themes and discusses the challenges faced in 2023 amidst economic

turbulent circumstances.

How do you look back on 2023, operating in a volatile and

struggling economy?

Our sales came to € 197 million, about 6% less than in

2022. Our sales across our strategic segments remained

stable, whereas the decline was driven by the divestment

of the PVC business, and lower sales in our non-strategic

contract manufacturing segment. At the same time, we

demonstrated a strong recovery in our profitability. Given

the market developments, restoring our profitability is a

good sign of our ability to cope with headwind. The whole

manufacturing industry is struggling, both in Europe and

America. In particular, increasing interest rates caused a

destocking effect, among other things. It varies by sector,

but if you look at the Purchasing Managers Index (PMI), you

can see that manufacturing is clearly in contraction. The

performance of the Petrochemicals sector is also a good

indicator of where manufacturing is heading. And we saw

the sales of major players in 2023 were well below 2022.

Cabka largely maintained its sales in though circumstances.

What makes Cabka so resilient?

It helps that our sales are well spread across different market

segments. Our products can be found in almost every supply

chain in our economy. If one sector is struggling, another

may actually do better. Thanks to our spread, we are able to

dampen a large part of the impact of weaker markets.

Our Portfolio business provides stability and performance.

To that end, we have a large number of customers who buy

2023: Well-positioned for

future challenges

Cabka Annual Report 2023 – 19

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relatively modest but steady volumes, ensuring a constant

ﬂow of sales. The customer base ﬂuctuates over time, but

overall remains stable. Customised Solutions comes on top

of that base. Our ambition is to further increase the sales

from Customised Solutions compared to the Portfolio sales

to drive towards a balanced sales offering.

Gradually we are able to drive synergies between Portfolio

and Customised Solutions. When we negotiate and agree

certain agreements for a specific customer solution, we

retain the rights of marketing and selling these solutions

in non-competing markets in our portfolio business. This

ensures a competitive advantage for our customers, but also

allows us more efficient production while serving as broader

market – a true and valuable form of cross-pollination.

How did your margin develop in 2023?

During the year our sales prices were lowered substantially,

following the declining energy costs and raw material

prices. This was a reversal of the price increases that we

implemented in 2022. Due to lagging effect, we had an

unfavourable impact on our margins in 2022, but favourable

in 2023. The fact that we were largely able to pass on rising

prices in 2022 was due to our focus on continuity and the

resulting long-standing relationship with our customers.

Conversely, when our raw material and energy prices decline,

we adjust our prices accordingly as well.

The normalisation of purchase prices has allowed us to bring

our margins back to the levels before the Ukraine war. The

gross margin has improved quarter-on-quarter, which has

translated into a steady improvement of our bottom line.

Operational EBITDA came in at € 24.2 million versus € 22.5

million in 2022. A margin improvement of 1.5pp to 12.3% in

2023, compared to 10.8% in 2022. An agreed delay in one of

our new customer project launches, negatively impacted our

sales with circa €3 million and consequently our EBITDA margin

with circa 0.8% for the full year. Despite pricing pressure,

volatile market conditions and inﬂationary adjustments, we

were pleased to see our overall profitability improve.

In the face of economic headwinds, customers tend to

focus even more on costs thus try to buy more cheaply.

Balancing short-term costs and long-term benefits

puts pressure on some sustainability targets. In 2022,

wooden pallets were very expensive and switching to

recycled plastic became more attractive for customers.

That obviously benefited us. Then, in 2023, wood prices

dropped dramatically, and we saw that some customers

switched back to wooden pallets. Yet, the long-term

benefits of recycled plastics in terms of total cost of

ownership and sustainability remain superior over wood.

The prices of virgin plastics also fell sharply in 2023,

which put pressure on the prices of recycled plastics.

Market players do not have any incentive to use higher

priced materials, even if it is more sustainable. As a

result companies that use recycled plastic waste as main

source of material, faced substantial price volatility.

But we believe strongly that this does not change the

foundation and the general trend towards sustainability

and circularity.

For us it has and will remain essential to sell our products

primarily on the basis of the economic added value,

whether this lies simply in a more attractive sales price

and / or a product that delivers enhanced value in the

customer supply chain. Commodity markets where

customers are only driven by price, where quality is not a

consideration, and where suppliers are forced towards a

race to the bottom, is not where we want to operate. We

believe in the power of innovation and transformation.

What do you mean with the “power of innovation” and

what contribution has innovation made?

We focus on new products and collaborations that generate

incremental turnover and reduce the impact of the general

business cycle. This requires long-term commitments,

from both sides. It allows us to systematically build on our

sales funnel and, above all, the quality of the sales funnel,

including its very important recurring nature. It makes our

business more robust and predictable, even if the economy

is struggling. If we had limited ourselves to only standard

products, that would have made us more vulnerable in the

current economic climate.

We can see that in 2023, we have been very successful

in developing new products inhouse, often together with

customers, which we then launched. Our strategic choice

of our state-of-the-art Innovation Centre in Valencia,

Spain, has irrefutably once again proven its value. It allows

us to drive technological developments in new material

formulations, innovative processing technologies, and

recycle-based product design.

The development ﬂywheel we started two years ago

is developing more and more traction. This strategic

direction not only produces new products, but also

contributes significantly to our business.

Cabka Annual Report 2023 – 20

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What are Cabka’s main achievements in innovation?

We are proud of the multi-year contract for reusable

foldable containers out of recycled materials with

CHEP, a key player in the European pooling industry with

operations in 45 countries and a pool of approximately

300 million pallets and containers. CHEP was looking for

a very high-quality container made entirely from recycled

plastic. Production and delivery started in the second half

of 2023 and is expected to contribute approximately € 9

million in sales on an annual basis.

Other examples are a new pallet for IFCO, the world's

leading supplier of Reusable Packaging Containers (RPCs),

a heavy-duty pallet for Continental and a new customized

solution for Red Bull.

Cabka is further strengthening its position in the

automotive industry. A new two-year framework

agreement with Tesla was signed in 2023, coming into

effect in 2024. Another great example is the new foldable

box we developed together with BMW. When empty,

these containers can be folded and moved more easily,

reducing transportation costs and CO

emissions.

In 2023 we continued to invest in our broader recycling

technology, so that we can convert hard to recycle plastic

waste into ever higher-value products.

Do customized solutions also ensure continuity?

Absolutely. Our engineers and designers really go deep

into the customer's supply chain and work closely with the

customer's specialists on solutions that address and resolve

their needs beyond moving their product from A to B. This is

an intensive development process, easily involving two years.

And it means that our customer truly partners with us

in designing and developing innovative new solutions

to transform their supply chain. It is important for the

customer and for us to earn back the investment. We both

commit and invest a lot of time and financial resources.

Some of our projects take years from start to launch.

By investing in our customers, by bringing transformative

solutions that create real value, we build partnerships with

our customers that last for years.

Sustainability is in Cabka's DNA. Are sustainable products

made of recycled plastic as interesting as ever in less

favourable market conditions?

I am convinced of that. The awareness around and

importance of sustainability is only increasing. We see

“Investments in product innovation have led to the launch of various

new Reusable Transport Packaging (RTP) products based on recycled

plastics, particularly in the strategic segments”

Cabka Annual Report 2023 – 21

Transformation Matters

Corporate governance Financial reportManagement report ESG

every day that it is more prominent on the radar of our

customers. Until recently, looking through the lens of

sustainability was something one a few companies did.

But with the focus on CO

, and the associated laws and

regulations, we see a clear shift happening. The carbon

footprint is an increasingly important secondary selling

point. But again, you can't rely too heavily on that in your

business model, you need to demonstrate an economic

attractive proposition. Especially in the current economic

circumstances where the trade-off between short- and

longer-term often shifts.

What role does the EU's Packaging and Packaging Waste

Regulation (PPWR) play in this?

We believe this will lead to a major shift towards recycled

plastic pallets and containers, which of course is a strong

support for us. Roughly 90% of all pallets are currently

made from wood. And wooden pallets, especially if they are

single use, are a major source of waste. The PPWR proposes

tough targets for the mandatory amount of recycled

material to be used in packaging: 30% by 2030 and 90%

by 2040! This has far-reaching implications for our market.

For example, we believe this will provide a big boost to

encourage pooling solutions for transportation packaging.

Moreover, driven by regulations, new markets are

developing. An example is the transport of white goods,

which uses a lot of single-use cardboard, plastic and

polystyrene. The challenge is to replace the current mix

of transportation packaging and develop a solution that

protects the products, that fits with the supply chain, and

that meets the PPWR standards in respect of recycled

materials. We are studying how and to what extent we can

anticipate this.

We also want to further bolster our leading technology

and expertise in processing hard-to-recycle plastics

streams. Others may find this too expensive, technically too

complicated or they have concerns about aesthetics and

image. But where others see obstacles, we have proven we

can handle this.

Is Cabka still leading the way in the use of recycled plastics?

In 2023 we consolidated our position as frontrunner in

the use of recycled plastics in our products. Recycled raw

material inﬂow increased by 3% to 89%, compared to a

European recycling average of 14%

. To further increase

circularity as well as improve the overall sustainability of our

products, we have now assessed 54% of our continuous raw

material suppliers on ESG criteria. And together with our

suppliers we will continue to improve the sustainability of our

supply chain, thereby reducing costs and risks, and creating

new opportunities for Cabka.

We will continue to implement energy efficiency and climate

impact reduction measures to work towards our climate

target of carbon neutrality in own operations by 2030.

Options to further increase Cabka's renewable energy supply

have been implemented and we are on track to reach our

Systemiq, April 2022. ReShaping Plastics, Pathway to a circular climate neutral plastics system in Europe.

Cabka Annual Report 2023 – 21

Cabka Annual Report 2023 – 22

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Corporate governance Financial reportManagement report ESG

intermediate target of increasing the share of renewable

energy to 50% by 2025.

What operational changes did you implement in 2023?

Firstly, we made good progress in structurally

strengthening our asset footprint. The restructuring

of our ECO business was completed at the end of the

first quarter, following the closure of our site in Genthin

(Germany) and the subsequent consolidation of our

production capacity in Weira (Germany). The restructuring

delivered higher economies of scale and increased

our capacity with 25%. We were able to streamline our

operations, improve the efficiency, and bring substantial

higher margins.

Secondly, we completed the divestiture of our PVC

business, a decision we announced in 2022, as we

concluded that the process was no longer a good fit with

our core business in terms of growth perspective and

margin contribution.

Thirdly, and most notably, we succeeded in bringing our

US production fully back on stream. Following the ﬂooding

in July 2022, the clean-up and restoration process was

concluded early 2023. During the first half of 2023,

production lines were gradually reinstated or upgraded,

bringing the site to full operational capacity by the end of

the second quarter. Simultaneously we invested in ﬂood

prevention. In June we celebrated together with our

customers the re-opening of the US facilities.

Our competitive position has been significantly enhanced.

We took advantage of the situation and modernised our

entire operation. Building Back Better. The average age of

our machine park has been reduced from circa 13 to 3 years,

our capacity has been expanded to enable further growth in

North America. Now that we stopped using external tolling

companies and bringing our inhouse recycling back online,

our margins have improved significantly.

What did that mean for the business in the US?

Now that we have our own operations on stream again, and

no longer dependent on external production, we are able

to lift our operational quality. Unfortunately, the recovery

of sales takes more time because we were returning to a

stagnant market. During the period, when production was

outsourced, we were less competitive. Since mid-2023,

our focus has been on regaining our market share, with a

highly competitive product portfolio and by substantially

expanding our sales force. Our recycling competence allows

us to compete as price leader again in markets where

competition was fierce. And we made a deliberate choice

to shorten our delivery lead times by a more sophisticated

stock policy. That is essential in a market that wants to be

supplied sooner rather than later. I am pleased to see that

we are regaining traction in the US. We are doing the right

things, and I am confident that we can regain our pre-ﬂood

position, and even strengthen it further.

Do you also see Cabka's market position reﬂected in

confidence from the financial community?

On 20 December 2023 we announced that we had successfully

secured full debt refinancing, underwritten by a consortium of

banks led by Commerzbank. The facility reﬂects the trust and

support of our financial partners in Cabka's vision, strategic

direction, and growth prospects. This significant milestone

reinforced our financial stability and positions us for further

growth and innovation. The refinancing not only fortifies

our financial footing but also empowers us to accelerate

our commitment to innovation and sustainability. It further

optimises our capital structure, allowing the company to

leverage new opportunities and expand its presence in the

logistics and material handling sectors.

And lastly, what is your outlook for 2024 and beyond?

2023 has had a notable impact on our customers. Sales in

2023 are to be considered in the context of challenging

general market circumstances, with increasing interest

rates leading to significant destocking and restricted

capital investments from customers in most of Cabka’s end

Cabka Annual Report 2023 – 23

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Corporate governance Financial reportManagement report ESG Cabka Annual Report 2023 – 23Cabka Annual Report 2023 – 23

markets. This resulted in overall lower market demand and

pricing pressure across the industry.

For 2024 we don’t see an immediate improvement in the

general markets. However, the current recovery of order

intake and pipeline of new product launches underpins our

expectations of delivering mid-single digit sales growth for

the full year, and an EBITDA margin within the 13-15% range.

In light of the inﬂationary pressure impacting industries

across the board, we reviewed our medium-term

guidance for the period 2021-2026. We reiterate our

guidance on high single digit sales growth, maintenance

and replacement CAPEX (~4%), Net Working Capital at

approximately 20% of sales and pay-out ratio of net profit

(~30-35%). Given the continued and increasing impact of

inﬂation on margins we now expect to grow EBITDA margin

towards 17% by 2026.

Cabka Annual Report 2023 – 24

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Corporate governance Financial reportManagement report ESG

-6% 89% 12.3% 13.7% € 2.3 M

Sales growth Percentage of

recycled material

Operational

EBITDA

Net Working

Capital

Operational

Net income

€ 197 million 157 kt € 24.2 million € 27.1 million

Proving Cabka’s sound fundamentals

Transformation Matters

Corporate governance Financial reportManagement report ESG

Financial highlights

• Total sales for the full year of 2023 amounted to €197

million, 6% lower compared to the record sales achieved

in 2022 of €209 million. Sales in strategic segments

remained stable at € 186 million. Decline driven by a

€ 11 million lower sales in the divested PVC business and

non-strategic Contract Manufacturing.

• Consolidation of Cabka’s strong European position in

RTP Portfolio, sales up 2%.

• Customized Solutions growth of 20%, driven by new

product launches in Europe and sales to Target in the

US.

• ECO (including recycling fees) sales growth of 9.6%,

following the completion of its capacity expansion in Q1

2023

• Operational gross profit at € 99.8 million (2022: € 92.6

million), bringing the gross margin to 51% (2022: 44%).

• Operational EBITDA increased to € 24.2 million (2022:

€ 22.5 million), reﬂecting a margin improvement of 1.5pp

to 12.3% (2022: 10.8%).

• Net Income from operations improved 40% to € 2.3

million (2022: € 1.6 million).

• Net IFRS Income improved to € -1.5 million (2022:

€ -29.8 million, mainly as a result of non-cash listing

expenses).

• Net Working Capital at € 27.1 million or 13.7% of sales

(2022: € 38.3 million, respectively 18.3%), leading to a

strong improvement in cash ﬂow from operations to

€ 27.1 million (€ 5.3 million).

• Net debt € 56.8 million including lease obligations (2022:

€ 44.6 million),

• Total CAPEX of € 30.9 million (2022: €24.6 million),

including maintenance & replacement investments of

€ 7.4 million, 3.8% of sales.

• An agreement was reached with a consortium of banks

on a new initial debt facility of € 80 million for four years

at improved terms.

• Dividend for 2023: the company proposes a cash

distribution of € 0.15 per Ordinary Share, subject to

AGM approval.

Strategic & market highlights

•

New co-development products launched with our

customers include:

•

the CabFold hybrid for BMW,

•

the CabFold Prime for CHEP,

•

the Red Bull BigBag pallet,

•

the IFCO Hybrid pallet,

•

the Xella Nestable pallet and

•

the Continental tire pallet.

•

A two-year framework agreement with Tesla was

signed, coming into effect in 2024

•

Recycled raw material inﬂow at 89% (2022: 86%) of total

compared to a European recycling average

of 14%

•

Cabka North America’s plant in St. Louis (MO) fully up and

running since July 2023 after 2022 ﬂooding.

•

Consolidation and expansion of our ECO business

completed in Q1 2023.

Systemiq, April 2022. ReShaping Plastics, Pathway to a circular climate neutral plastics system in Europe.

Cabka Annual Report 2023 – 25

Cabka Annual Report 2023 – 26

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Corporate governance Financial reportManagement report ESG

IN EUR MILLION 2023 2022 CHANGE

Sales 196.9 208.9 -6%

Other operating income items 2.0 11.9 -83%

Total Operating Income 198.9 220.8 -10%

Expenses for materials, energy and purchased services -99.1 -128.2 -23%

Gross Profit 99.8 92.6 8%

Operating expenses -75.6 -70.0 8%

Operational EBITDA 24.2 22.5 7%

Depreciation -17.1 -18.0 -5%

EBIT /Operating Income 7.1 4.5 55%

Net Financial Result -4.0 -2.4 69%

Earnings before taxes 3.1 2.2 40%

Taxes -0.8 -0.5 41%

Net income from operations 2.3 1.6 40%

Non-operational items

IPO listing expenses - -26.8

Other IPO relates expenses -1.0 -4.7

Eco Restructuring - -0.6

St. Louis Flooding -3.2 -6.9

Changes in fair value of Special Share liability - 1.6

Tax on non-operational items 0.4 5.0

Non-controlling interest - 0.1

Net result reported IFRS -1.5 -29.7

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

(in € million)

(in %) (in € million)

Revenue Operational

EBITDA margin

Net cash from

operating activities

2021 2021

2021

170

17.1

21.9

209

+7.6%

10.8

5.3

197

12.3

27.1

2022 2022

2022

2023 2023

2023

Improving operational profitability

Key financials 2023

Cabka Annual Report 2023 – 27

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Corporate governance Financial reportManagement report ESG

Business overview

Sales performance

Sales in 2023 are to be considered in the context of

challenging general market circumstances, with increasing

interest rates leading to significant destocking and

restricted capital investments from customers in most of

Cabka’s end markets. This resulted in overall lower market

demand and pricing pressure across the industry.

In 2023, Cabka realized € 196.9 million in sales, 6% lower

compared to the record sales of € 208.9 million in 2022.

Lower total sales were driven by the divestment of the

PVC business, and declining sales in the non-strategic

contract manufacturing segment. The continued focus

on product innovations enabled Cabka to mitigate market

headwinds, resulting in stable sales across strategic

segments.

Aligned with our strategy, Cabka continued its focus

on product innovations throughout 2023. Sales from

Customized Solutions demonstrated strong growth in

2023 increasing with 20.3% to € 53.0 million (2022:

€ 44.0 million). The increase was predominately driven by

new products launched in close partnership with CHEP,

Continental, and BMW and sales to Target in the US.

Given challenging market circumstances, with rising interest

rates and the destocking effect noted in the end markets of

Cabka, our RTP portfolio business was robust, increasing with

2.0% to € 68.0 million in 2023 (2022: € 66.8 million).

The consolidation and expansion of our ECO business

was concluded by the end of the first quarter in 2023.

This strategic decision already proved positive results,

delivering 11.0% sales growth in 2023 to realize a total

revenue of € 25.3 million (2022: € 22.8 million).

Cost developments

Raw material costs prices and the energy prices reduced

significantly in 2023, after the steep increases in 2022.

We noted stabilizing prices in the second half of 2023,

also resulting from our stringent energy price fixing policy.

Together with an active diversification of our energy

sources, it significantly helped to control our variable

costs.

The reopening of the US plant in the second half of 2023

allowed us to avoid further expensive tolling costs. With

our own in-house production and recycling lines back

on track we expect our margins to further strengthen.

Consequently, our operational gross margin improved to

50.7% (2022: 44.3%)

Operating expenses increased 8%, predominantly driven

by the impact of inﬂation on personnel costs, but also on

all other operating expenses, such as insourced services,

insurances, audit fees and repairs & maintenance costs.

Also, certain key vacancies in sales were successfully filled.

Depreciation and amortization decreased by 5.0% to

€ 17.1 million, due to lower depreciation of fixed assets in

the US whilst production was not yet operational.

EBITDA

In 2023, Cabka achieved an operational EBITDA of

€ 24.2 million, which is a 7.3% increase compared to

2022 of € 22.5 million, representing 1.5 pp improvement

in operational EBITDA over Sales from 10.8% to 12.3%.

Operational EBITDA improved as a result of lower variable

costs leading to continued recovery in gross margin, a gradual

shift towards higher value-add products and strict cost

control limiting the impact of high inﬂation on fixed costs.

Debt Facility Renewal

In December 2023, Cabka reached an agreement with a

consortium of banks on a new initial debt facility of € 80

million for four years, which includes extension options

for up to two years. The new initial facility is agreed at

Cabka Annual Report 2023 – 28

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Corporate governance Financial reportManagement report ESG

improved terms and conditions for Cabka. It consists of

two parts: namely a € 30 million term facility and

€ 50 million revolving credit facility, replacing the

€ 27 million outstanding debt facility and the € 30 million

initial revolving credit facility. The facility will be used to

enhance Cabka’s growth and innovation capabilities and

organizational ﬂexibility.

Net Working Capital

Net Working Capital position was € 27.1 million or 13.7%

of sales as per 31 December 2023 which is well within our

medium-term guidance. Compared to the 31 December

2022 position of € 38.3 million, the net working capital

position decreased by 29.3%.

The movement in Net Working Capital for the year was

€ 11.2

million. The positive movement in Net Working

Capital is the result of a € 9.7 million decrease in

inventory, followed by a decrease in trade receivables and

other current assets of € 4.2 million. This was partially

offset by a decrease in trade payables and other current

liabilities of € 2.7 million.

The decline in inventory value was the result of active

inventory management, stabilizing raw material and

energy costs, and delivery of moulds to our customers in

2023 versus 2022. Active reduction of our raw materials

inventory led to a decrease in trade payables. Diligent

management of trade receivables resulted in a healthy

position by year end.

Cash ﬂows and cash position

Cash ﬂows from operating activities amounted to

€ 27.1 million (2022: € 5.3 million). This comprised of an

inﬂow of € 20.7 million from operating activities (2022:

€ 15.9 million) and € 6.4 million positive movement in

our working capital (2022: € -10.7 million), resulting from

active working capital management.

Cash ﬂows used in investing activities amounted to €30.0

million (2022: € 23.1 million) of which € 30.9 million was

related to capital investments in property, plant and

equipment and intangible assets (2022: € 24.6 million).

Cabka disposed of certain assets contributing € 0.7

million of cash, in addition, interest earned on short term

deposits amounted to € 0.2 million.

Cash ﬂows used in financing activities amounted to € -11.1

million (2022: € 29.7 million). Main cash out ﬂow resulted

from the repayment of debt facilities and interest totaling

€ -7.2 million (2022: € -6.8 million), followed by the

settlement of lease facilities in 2023 amounting to € -2.7

million (2022: € -5.1 million).

The total cash balance at 31 December 2023 was € 7.3

million (31 December 2022: € 21.0 million).

CAPEX

Total CAPEX for 2023 came at € 30.9 million (2022: € 24.6

million). Total investments in maintenance & replacement

were € 16.2 million, of which € 7.4 million was excluding

the investments made in the US, or 3.8% of total sales.

Total investment in 2023 for our St. Louis plant to reopen

and expand, amounted to € 12.1 million. In our ECO

business we invested € 2.3 million (2022: € 3.7 million).

ESG

Cabka is committed to making a positive impact with its

operations and ultimately with the product it supplies

to the market. We are the circularity leader in the RTP

industry, with approximately 89% recycled raw material

inﬂow during 2023, 100% was reusable with take-back

clauses for recycling and supporting the collection of

additional plastics for recycling. The average for Europe

in 2023 is still at 14% recycled plastics targeting to get to

33% by 2030.

In 2023, Cabka achieved “gold” status in the EcoVadis

assessment. The Gold rating from EcoVadis is a testament

to Cabka’s commitment and excellence across the various

sustainability categories and demonstrates the significant

progress that has been made in one year, moving Cabka

from the top 25% to the top 6% rated companies, placing

us amongst the best in the industry.

Net working capital movement excludes other working capital movements of € -4.7 million.

Systemiq, April 2022. ReShaping Plastics, Pathway to a circular climate neutral plastics system in Europe.

Cabka Annual Report 2023 – 29

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Corporate governance Financial reportManagement report ESG

Cabka participated for the first time in the assessment

with the Carbon Disclosure Program (CDP), a non-profit

organization that runs a global disclosure system for

companies on climate impacts. In its first assessment

(2023/2024), Cabka scored B on a scale from A to D-,

with A being best practice. The B score reﬂects the

importance Cabka gives to climate issues and proves that

we are well on track with other European businesses on

the topic. From an industry perspective, Cabka scores

better than the plastic manufacturing sector on average.

In 2023, Cabka continued to work on the governance

structure for ESG and publishes its second ESG report

integrated in the 2023 Annual Report. In addition, the

company is currently focusing on its CSRD readiness to

ensure compliance for its annual report to be published

over the 2024 financial year.

Share price

On 31 December 2023 the Cabka shares closed at € 6.04.

CABKA SHARE CAPITAL

PER 31 DECEMBER 2023 SHARES ISIN

Ordinary Shares issued 24,710,600

CABKA /

NL00150000S7

Ordinary Shares in treasury 15,994,378

DSC2S /

NL00150002R5

Total Ordinary Shares 40,704,978

Special Shares 97,778

Total shares 40,802,756

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 [15] of the financial report.

Earnings per share

Based on 24,710,600 Ordinary Shares issued, the basic

and diluted profit for the year attributable to ordinary

equity holders of the parent amounts to € -0.06 per

ordinary share (2022: € -1.28 per Ordinary Share).

Analyst Coverage

Cabka is covered by 3 analysts:

• ABN AMRO ODDO BHF, Usama Tariq; usama.tariq@aa-ob.com

• BNP Paribas Exane (sponsored), Thomas Martin; Thomas.

Martin@exanebnpparibas.com

• Degroof Petercam, (sponsored) Luuk van Beek;

l.vanbeek@degroofpetercam.com

As of 2024, Kepler Cheuvreux will initiate its coverage

(sponsored). Patrick Roquas (proquas@keplercheuvreux.

com) will be the designated analyst.

Relevant events after 31 December 2023

• As of 1 January 2024, the Executive Committee has been

streamlined, consisting of Tim Litjens CEO, Frank Roerink

CFO, Naiara Loroño CCO, Geert de Wilde COO, Javier

Fernandez CTIO and Irina Mengert CPO.

• As of 19 February 2024, Niek Hoek has been appointed

as Chairman of the Supervisory Board. The appointment

was supported by the full Board, as part of a rotation

following the mid-term internal review. Mr. Manuel Beja

will continue as vice chairperson of the Supervisory

Board.

• On 19 March 2024, Tim Litjens announced his decision to

step down as Chief Executive Officer (CEO) of Cabka N.V.

and to leave Cabka by the end of the third quarter 2024.

Systemiq April 2022 report Reshaping plastics. Pathway to a circular climate neutral plastics system in Europe

Cabka Annual Report 2023 – 30

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Corporate governance Financial reportManagement report ESG

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 to a full guarantee, the process

is designed to provide for an acceptable degree of assurance against material

implications for business and financial losses.

At Cabka, a systematic evaluation process is followed to

conscientiously address the principal risks that may arise as

a result of the company’s operations. Throughout the past

year, two comprehensive risk assessments were conducted

throughout the Group in which all relevant departments were

consulted about the development of Cabka’s high priority

risks and potential additional high priority risk factors. As

part of this process, risks were evaluated in detail both

from an impact and likelihood of occurrence perspective,

resulting in the set of Cabka’s principal risks of 2023.

In accordance with our bylaws, risk reporting is submitted

to and reviewed by the management and supervisory

board on a regular basis. The responsibility for the overall

monitoring, assessment, and reporting process lies with

the strategy department of Cabka.

Several changes occurred in Cabka’s risk profile in 2023

compared to the risk reporting in the Annual Report 2022.

These changes are attributable to macro-developments in

the plastics industry and the economy in general, as well as

to Cabka’s mitigation tactics that have successfully alleviated

certain high-priority risks and led to a shift in priorities of

several principal risks. Some of the most significant changes

to 2022 include two new risks that were added to Cabka’s

principal risks of 2023: the risk of Economic downturns,

combining the previous two risks of Adequate returns and

Capacity limits to growth, and the risk of Corruption &

fraud. Furthermore, due to stabilizing energy prices and

the implementation of an energy price fixing policy, the

risk of Increase in energy prices shifted from the highest

priority risk in 2022 to the 2. priority cluster of principal

risks. Low availability of materials takes the place of the

highest priority risk in 2023 due to persisting ﬂuctuation in

the recycled plastic market, further exacerbated through

developments in chemical recycling. Moreover, the risk of

Regulatory compliance shifted from the 2. to the 1. priority

risk group because of an expanding landscape of regulatory

requirements for Cabka in the EU especially in regard to

sustainability.

Risk

Management

Cabka Annual Report 2023 – 31

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Corporate governance Financial reportManagement report ESG

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.

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 2023 – 31

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 a half year 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

a half year basis

advises

oversees

monitors &

advises

Cabka Annual Report 2023 – 32

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Corporate governance Financial reportManagement report ESG

Risk Framework

As an organization operating in the plastics industry,

we face specific strategic, financial, operational, and

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 of 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 acts as the head of the risk committee.

The remaining members are representatives from the risk

management team. On a half-year 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 half yearly meetings. The committee then reports

directly to the management. The management board

monitors the operation of risk management and internal

control systems. Furthermore, the managing directors are

responsible for 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 ﬂow chart on the right.

“Risk management is an inherent part

of our strategic decision-making

”

Cabka Annual Report 2023 – 33

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Corporate governance Financial reportManagement report ESG

Risk Matrix

In the last risk identification process, Cabka’s principal

risks determined in the previous year were reassessed

together with the respective business divisions.

Additionally, potential new high-priority risks that

were identified through research of both internal and

external developments were analyzed and included in

the prioritization process 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 of occurrence and potential impact

of each principal risk. Internal risk management and risk

mitigation follow 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’ business and a high likelihood of occurrence have

highest priority.

IMPACT

LIKELIHOOD

Loss of key customers

Corruption & fraud

Strategic Risks

Financial Risks

Compliance Risks

Operational Risks

3 PRIORITY

2 PRIORITY 1 PRIORITY

Increase in energy prices

Economic downturns

Regulatory compliance

Scarcity and cost of labor

Extreme weather events

Fires due the business operations

Price pressures

Digitalization

Cyber securityFX rate ﬂuctuations

Interest rates

Raw material cost

Low availability of materials

Cabka Annual Report 2023 – 34

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Principal Risk Overview

SHORT NAME DESCRIPTION 2023 DEVELOPMENTS TREND MITIGATION TACTICS ESG

Low availability of

materials

Insufficient availability of main

raw material streams, both

pelletized polymers, recycled

or virgin, and post-industrial or

-consumer waste

While virgin polymers remained readily available, availability of

recycled materials has ﬂuctuated, mainly driven by regulatory

changes and increased limitation of virgin-based packaging. On

top of that, the growing developments in chemical recycling are

increasingly pressurizing the market.

• Inhouse material knowledge and backward integration maximizing

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 3 years) to reduce exposure to sport

market

• Further extend inhouse recycling capacities to reduce overall

dependency on market

• Monitoring material market developments in regard to chemical

recycling technology advancements

Yes

Regulatory compliance

New or existing legislation

limiting the company's ability to

conduct its business

Regulatory compliance challenges further evolved in 2023 with

developments such as the proposed changes to the EU Packaging

and Packaging Waste Directive (PPWD), further implementation of

the EU Taxonomy, and finalization of the EU Corporate Sustainabi-

lity Reporting Directive (CSRD) increasing compliance obligations

for Cabka. The impact of taxes limiting the use of virgin plastic in

packaging furthermore continued to inﬂuence strategic adaptati-

ons in our production and material sourcing.

• Legislation watch task force on group level for constant monito-

ring of potentially relevant developments facilitating immediate

action if required

• Regular review cycles of necessary operational permits at all pro-

duction sites to ensure continued compliance

Yes

Raw material cost

Insufficient availability of main

raw material streams, both

pelletized polymers, recycled

or virgin, and post-industrial or

-consumer waste

Improved supply chain efficiency and reduced pandemic-related

disruptions have led to a stabilization of polymer costs, returning

them to pre-COVID levels. Nonetheless, increased competition for

high-grade recycled plastic materials resulted in new volatility and

uncertainty around pricing of these materials.

• Backward integration strategy assures that large share of raw

material input is recycled inhouse, driving down input cost

• Several initiatives ongoing to further grow inhouse recycling

capacity and improve efficiency

• Constant efforts to fix volumes with suppliers as early as possible

to limit exposure to spot market

Cabka Annual Report 2023 – 35

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Corporate governance Financial reportManagement report ESG

SHORT NAME DESCRIPTION 2023 DEVELOPMENTS TREND MITIGATION TACTICS ESG

Economic downturns

Possibility of a recessionary

economic climate leading to

decreased demand and/or

increasing costs, impacting the

overall profitability

Geopolitical tensions and uneven post-pandemic recovery conti-

nue to weave uncertainty in 2023, heightening the risk of econo-

mic downturns in key markets. In the Northern European market,

this resulted in a weakened demand among Cabka's customers.

• Sufficient external production capacity and consistent share of

temporary workers to maintain operational ﬂexibility

• Contingency secured through multiple sites in the EU with similar

capacity and asset park

• Strong growth pipeline with steady inﬂow of product innovations

to counteract stagnating demand

• Development of product specific make-or-buy policy

Scarcity and cost

of 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

While several key vacant positions were successfully filled in 2023,

Cabka continued to face difficulties to attract new workforce at

some operating locations. Regarding labor cost, high inﬂation and

interest rates have led to necessary adjustments in wage levels.

Though Cabka was not affected at all locations equally, labor cost

is taking an increased share of the overall cost base.

• 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

expectations 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

Increase in energy

prices

Energy prices experiencing

strong volatility and/or rising

into unforeseeable levels con-

straining profitability

In 2023, energy prices stabilized again to a certain extent following

the previous year's volatility. Prices have remained above pre-con-

ﬂict levels but with less ﬂuctuation, easing the cost pressures for

energy intensive businesses. To mitigate the risk further, we have

implemented a stringent energy price fixing policy. which provides

further security.

• Successful implementation of energy price fixing policy, including

constant monitoring of forward market to maintain potential of

locking in rates for part or overall consumption

• 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 inhouse production of green energy (i.e.,

solar, wind, biomass) to reduce external supply of energy and

thus the exposure to market price dynamics

Yes

Loss of key customers

Inability to retain customers

that make up high revenue

share in a specific product

category or overall sales

Although market conditions remained difficult, Cabka has succes-

sfully entered into additional long-term development partnerships

and commercial agreements. This allows for continued customer

retention and a gradual reduction of our dependence on large

accounts.

• Maintaining large dependency of customers on Cabka through

own intellectual property, patents, and product knowledge

• Legal precautions in place, mitigating severity of immediate

financial impact

• Continuous efforts to diversify customer base and to reduce

impact of individual large accounts

• Development of sales policy outlining standardized bargaining

approach

Cabka Annual Report 2023 – 36

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Corporate governance Financial reportManagement report ESG

SHORT NAME DESCRIPTION 2023 DEVELOPMENTS TREND MITIGATION TACTICS ESG

Price pressure

Low price commodity goods

from low-cost markets

affecting price position and

negatively inﬂuencing customer

expectations

Inﬂationary pressure led to higher labor and material costs.

Moreover, competition and consumer demand shifts further

intensified price pressure in 2023. In turn, this impacted Cabka's

short-term profitability.

• Strategic focus on tailored products addressing customer-

specific 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

• Increased propensity for cost-reducing CAPEX

• Flexible pricing approach to account for potential reductions in

input costs to remain competitiveness

Fires due to business

operations

Fires resulting from the storage

and processing of waste

streams into finished goods

with major implications for the

productivity and potential of

leading to significant cost

Owing to strict fire management measures we have recorded

no major fire events in 2023. Nonetheless, further operational

optimizations on manufacturing processes and storage concepts

were made to reduce the inherent risk of fires.

• 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

• Optimization of storage concept as preventative measure to

reduce fire impact

• Fire management plan in place, including, e.g., inhouse fire

department, safety concept, and employee training at all sites

• In case of fires impacting production, contingencies, and

alternative capacities in place to assure continued operations

Extreme weather events

Major natural events such as

ﬂoodings, storms, droughts,

or forest fires disrupting

production and causing

productivity and financial

losses

Climate change advanced further in 2023, leading to

unprecedented extreme weather events. Global record heatwaves

severely impacted ecosystems and human health. The year also

saw devastating ﬂoods and hurricanes globally, underscoring the

escalating severity of climate-related risks. After the ﬂood event

in St. Louis in 2022, Cabka's operations remained unaffected in

2023.

• After ﬂood at CABKA North America Hazelwood plant, ﬂood

protection measures have been finalized

• Impact from possible forest fires in Weira plant mitigated through

comprehensive fire management concept

• Climate risk assessment conducted for all production sites,

highlighting necessary adaptation measures

Yes

Cabka Annual Report 2023 – 37

Transformation Matters

Corporate governance Financial reportManagement report ESG

SHORT NAME DESCRIPTION 2023 DEVELOPMENTS TREND MITIGATION TACTICS ESG

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

In 2023, the push towards digitalization accelerated, highlighting

risks for companies not keeping pace. Relevant developments

include the integration of AI and IoT in various organizational

processes, as well as an increased use of cloud computing for

operational efficiency.

• Sufficient digital infrastructure in place, however, not fully

utilized

• Gap analysis outlining potential optimization and maximization

of utilization of existing systems, resulting in concrete counter

measures; implementation planned for short- to mid-term

Interest rates

High interest rates limiting the

loan capacity and hence, finan-

cial ﬂexibility of the company

To combat rising inﬂation, central banks significantly increased

interest rates, leading to higher borrowing costs and financial

strain, thereby intensifying the challenges for businesses in

managing debts and investments. Toward the end of the year,

Cabka initiated a refinancing process to restructure and expand

the current debt facilities.

• Successful refinancing completed with expanded facility and

improved terms

• 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 secured at fixed rates

Cyber security

Protection of vital cyber and IT

infrastructure such as servers,

intranet, communication

channels, and enterprise

resource planning systems

With a steadily increasing use of software and digital channels to

manage business activities and internal and external communica-

tion, the risk of cyber-attacks and data breaches has further am-

plified. Following a detailed external assessment, Cabka's IT policy

was updated with the goal of counteracting this risk further.

• Protective technological measures in place which are

continuously improved in consultation with third party cyber

security advisor

• Revised IT-policy outlining companywide user guidelines on use

of hardware, data protection, legal provision, and authorization

rules rolled out

FX rate ﬂuctuations

Volatility in currency exchange

rates leading to disadvanta-

geous financial impact

Exchange rates continued to experience notable ﬂuctuations, dri-

ven by divergent monetary policies, economic recovery paths, and

continued geopolitical turmoil. Cabka's exposure to FX ﬂuctuati-

ons, however, remained limited and was further mitigated with the

implementation of a comprehensive hedging policy.

• FX hedging strategy successfully rolled out in past year

• Rates to be fixed for date of payment and hedged at order date,

which facilitates planning stability and limits extra cash expen-

diture

Corruption & fraud

Potential for unethical

practices within or against

the organization such as

bribery, which could result in

financial losses, legal penalties,

and harm to the company's

trustworthiness

The business and financial environment of a stock listed company

is characterized by a heightened risk of unethical practices,

including insider trading. This poses threats to market integrity

and corporate reputation. In the past 12 months, Cabka has

implemented several new policies to assure diligent monitoring

and strong internal controls for prevention, ensuring legal

compliance and preserving trust.

• Implementation of revised code of conduct and new

whistleblowing policy

• Insider trading policy addressing stock trading guidelines and

potential legal implications in cases of employee misconduct

• Procurement and sales policies, including adjacent trainings,

addressing corruption and bribery risks to be finalized and

implemented before end of 2024

Cabka Annual Report 2023 – 38

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Corporate governance Financial reportManagement report ESG

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 listed above, 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. Cabka’s 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

of 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 of physical climate risks

was conducted in 2023 for each one of Cabka’s operational

locations as well as the Innovation Center.

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 2023, raw materials availability in the recycled

plastic market remained unstable, and while energy prices

decreased and stabilized, the ongoing transition away from

fossil fuels towards a low-carbon economy is expected to

put further pressure on energy and raw material markets

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. This development is intensified through

expected advancements in the chemical recycling sector.

To limit this risk, Cabka is continuously optimizing the use

of different low value materials, thus extending inhouse

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 strategy development. Staying informed

about new legislative 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 2023 – 39

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Corporate governance Financial reportManagement report ESG

Fraud and non-compliance

The management of Cabka N.V. is aware of the inherent risk

of fraud that it faces, both internally and externally, in carrying

out its activities. With its footprint on 2 continents, Europe

and North America, Cabka N.V. is exposed to a wide range of

potentially fraudulent activities. Given Cabka’s activities as an

industrial production company, the most important fraud risks

are identified in the supply chain (shop in shop, kickbacks,

bribery, false invoices), inventory and asset management (theft,

manipulation), administrative processes (fraudulent payments,

falsified records) and cyberattacks.

Fraud in this context can result in a wide range of losses,

ranging from negligible financial loss through petty theft of

(office) materials to significant financial losses or damage

to the organization's reputation. Fraud risks are explicitly

included in the annual corporate Risk assessment, to

ensure active monitoring of fraud risk developments, and

continuously creating awareness for fraud risks amongst

(senior) management.

External parties must be able to trust that Cabka N.V. and

its employees do business in a reliable, honest and careful

manner. Therefore, Cabka N.V. has drawn up a code of

ethics that is shared with every employee at the start of

their employment. The importance of the code of ethics and

compliance is periodically emphasized and is the subject of

discussion between managers and employees. In addition, a

separate suppliers’ code of conduct is available to ensure that

external suppliers’ actions are in line with those of Cabka.

A confidential advisor and tipline, including whistleblower

policy have been implemented where any abuses can be

reported confidentially. The code of ethics; suppliers code

of conduct; and the whistleblower policies are available on

our website and are (therefore) also shared with our external

relations.

Cabka N.V. has measures in place to significantly reduce its

exposure to fraud. An important measure is the restriction

of access (both physical and digital) to only those areas that

individuals require to perform their day-to-day activities,

and segregation of duties (SoD) so that important checks and

balances are not combined within the same person. Both the

user access and SoD are reviewed and adjusted periodically,

to align with the risk appetite of the company should

situations change. A significant number of general IT controls

around user access and SoD have been implemented.

Cabka continues to address and improve the design and

effectiveness of the IT controls.

On top of the foundation of access management and SoD,

Cabka also has an authorization matrix to clearly define the

responsibilities and authorization limits for each function

within the company. This ensures that the appropriate

employees are involved when information is processed or

decisions are made with a certain level of (fraud) risk.

Despite implementing various internal control measures,

there still exists the potential for management or the

board to override internal controls, as well as the risk of

collusion among employees. Cabka prioritizes transparent

decision-making, maintains a robust governance structure,

fosters an open culture for mutual accountability, appoints

a confidential advisor for reporting non-ethical behavior

(anonymously), and conducts periodic internal and external

audits to identify instances of overriding control measures.

Conclusion

Management is of the opinion that, with all procedures and

control measures taken in account, the risk assessment

provides a complete overview of the risks the company

faces and that adequate procedures are in place to

mitigate these risks.

Cabka Annual Report 2023 – 41

Transformation Matters

Corporate governance Financial reportManagement report ESG

Contributing to

a better future

Cabka Annual Report 2023 – 42

Transformation Matters

Corporate governance Financial reportManagement report ESG

With the focus of Cabka’s business model and strategy on circular economy

product applications and value chains, our vision is all about sustainability.

Environmental, Social and Governance (ESG) reporting is an important tool for

Cabka to communicate to our stakeholders the performance of our opera-

tions regarding ESG matters material to our business.

About this report

This report provides an overview of the progress in our ESG

strategy implementation. Our sustainability reporting covers

the six sites under financial control of Cabka, including

our four production plants, the Innovation Center and our

corporate office. We use the United Nation’s Sustainability

Development Goals (SDGs) as a basis for our sustainability

strategy and report on sustainability 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 strategy

approach and targets for the future. Our performance

against these targets measured through carefully selected

key performance indicators (KPIs) is presented in this report.

Measures in place to ensure that we follow the strategy to

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. All relevant ESG

policies relevant are disclosed on Cabka’s website.

CSRD Implementation

During financial year 2023, the ESG reporting landscape

was subject to significant regulatory development. The

EU Corporate Sustainability Reporting Directive (CSRD)

officially entered into force in January 2023. The first set of

European Sustainability Reporting Standards (ESRS) under

the CSRD was adopted as a Delegated Act by the European

Commission in July. Cabka monitored and assessed the

implications of these new reporting standards and has

developed a roadmap for the first-time application in

financial year 2024. The ESG reporting landscape is set to

further develop. We will continue to monitor European and

national regulation and implement necessary actions. More

implementation guidance is expected from EFRAG during

2024, which will be integrated in our CSRD compliance

roadmap. In preparation for CSRD reporting, we have

selected some non-financial metrics in this report, which

are also part of the ESRS reporting requirements, for

external assurance. These metrics are marked with an

asterisk (*) in the following disclosures.

Contributing

to a better

future

Cabka Annual Report 2023 – 43

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Corporate governance Financial reportManagement report ESG

Cabka’s ESG governance

Defining our ESG policy

The basis of Cabka’s ESG policy is a double materiality

assessment conducted together with an external advisor

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

Material Topics

ENVIRONMENT

LOW

HIGH

SOCIAL

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 2023 – 44

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Corporate governance Financial reportManagement report ESG

Health & Safety, Climate Change & Energy, Business Ethics,

Diversity & Inclusion, Supplier Environmental Assessment,

and ESG Management. A new assessment of material

topics based on sustainability related impacts, risks and

opportunities will occur in 2024, in line with the agreed

upon bi-annual materiality re-assessment, as well as to

ensure full compliance with the CSRD ESRS reporting for the

financial year 2024.

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 strategy. Identifying our

priority stakeholders stood at the very beginning of Cabka’s

sustainability strategy.

In 2022, we conducted a dedicated stakeholder

engagement process to validate our material ESG topics

assessment and ensure we prioritize relevant sustainability

issues. This included interviews with key customers and

representatives from the investor community as well as

interviews and a joint workshop with Cabka’s management

team and site management for operational input and

guidance for the development of our ESG strategy.

Starting financial year 2024, Cabka will report according

to the Corporate Sustainability Reporting Directive’s

ESRS. During 2023, new guidance on conducting a double

materiality assessment in accordance with the ESRS became

available. We will thus prepare an updated double materiality

assessment during the first half of 2024 to ensure alignment

with the new standards. Including key stakeholders in this

assessment will be crucial to achieve a holistic assessment

outcome. Continuous stakeholder engagement informs our

ESG strategy and has confirmed our key topics and nurtured

our action plans in 2023.:

• 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. The re-

opening event of our US production facility was a great

opportunity to interconnect and discuss sustainability

challenges and opportunities in the industry directly

with customers and suppliers. Our membership and

engagement in industry associations as well as supplier

evaluation programs also guide our ESG strategy.

• 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. Our 2023 Capital Markets Day provided

participants with an in-depth view on Cabka’s value chain

and business model. Panel and direct discussions provided

insights into information needs from investors.

• 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

has been further defined during 2023 and 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 through

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

As a business partner, we want to change established

logistic 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

framework.

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.

The basis of our ESG policy is formed by Cabka’s Code of

Ethics, which defines our core values for working together

Cabka Annual Report 2023 – 45

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and taking responsibility for the environment. The Code of

Ethics also establishes the basic principles of how we work.

ESG targets are strategically set in areas where Cabka has

a distinct impact, or in areas that potentially impact the

company in its future endeavors. These targets are described

in detail in this report in the chapter on sustainability.

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.

Conformed by the company's senior management, the Task

Force performs the task of macro-oversight of the overall ESG

strategy 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 strategy,

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,

CPO, our Sustainability Director, and the topic leaders of

Cabka’s material ESG topics. Other members who contribute

are Cabka’s Compliance Officer, the Head of Controlling,

and the Responsible of Investor Relations and External

Communications.

During 2023 we worked on further formalizing and

implementing actions to prove our commitment and achieve

our targets. The ESG Task Force and its members reported

regularly into the monthly Executive Committee meeting

about ongoing projects and progress. Since the Executive

Board members are also part of the ESG Task Force,

progress on the implementation of Cabka’s ESG strategy 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.

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. 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.

New positions which had been added to the organization

in 2022 and the extension of the ESG team, have allowed

in 2023 for further pervasion of ESG topics into all levels

of the organization. With greater awareness, knowledge

and understanding of relevant topics, targets, actions and

performance metrics, we see our framework taking an

increasing impact. This was certified by our achievement

of the next level in our regular external ESG Management

assessment the Ecovadis Gold medal.

Cabka started in 2020 to review ESG management

performance through this external assessment. 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, labour and human rights

as well as sustainable procurement 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.

The achievement of EcoVadis Gold in 2023 and our

improved scoring now places Cabka among the top 6%

of all evaluated companies. Among the manufacturers

of plastic products, we rank among the top 8%. This

accomplishment is something we are immensely proud of.

Cabka’s ESG Task Force

Management Board

Oversight on, and responsibility for ESG agenda

Support

Controlling, investor relations, legal & compliance and communications

Topic leaders

Supervision of material topics,

and implementation of

Group level actions

Sustainability

Director

Technical expertise and

consultant to topic leaders

Cabka Annual Report 2023 – 46

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Continuously work on increasing diversity level at Cabka

Cabka’s main ESG targets

2024 2025 2030

Maintain above 80%

recycled material input

Continuous communication and targeted training to foster a healthy and safe work environment

Continuous innovation of smart reusable solutions for transport packaging

50% share of renewable energy

Continuously work towards full circularity

100% renewable energy and

carbon neutral in own operations

Circular Economy

Climate Change

& Energy

Health & Safety

Innovation

100% of employees signed Code of Ethics

Business Ethics

Diversity &

Inclusion

100% of continuous raw material

suppliers assessed on ESG criteria

100% of continuous raw material suppliers aligned with Cabka Supplier Code of Conduct

Sustainable

Procurement

Cabka Annual Report 2023 – 47

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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. Therefore, we aim for continuous

communication and targeted training on this matter to foster a healthy and safe work environment.

• 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.

• Furthermore, we want to ensure that our supply chain continues to become more sustainable,

including the adherence to human rights and good working conditions.

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. We are aiming for continuous innovation of smart reusable solutions for returnable

transport packaging, achieving breakthroughs in supply chains and making a positive impact in our

customers industries.

Responsible

Consumption

and Production

Cabka aims to maintain a secondary raw material share of at least 80% and to continuously thrive for

full circularity. We will furthermore 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 2023 – 48

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Climate change affects all life on earth. As the impacts of climate change become

increasingly apparent, taking action is becoming non-negotiable. To reach the

Paris Agreement of limiting global warming to 1.5°C, governments are changing

regulations and industry sectors are transforming their processes. As Cabka, we

have joined this transformation and we are committed to continuously reducing

our GHG emissions in line with the Paris Agreement.

Working towards a

positive climate impact

Our action plan to reducing emissions

As a leader in circular production, we are also committed

to climate change action and have set strong ambitions

to reduce the carbon footprint of our operations. A first

step was to develop a climate action plan with the planned

measures to ensure the achievement of our target of net

zero operations by 2030 (Scope 1 and Scope 2 emissions).

The year 2022 serves as the baseline for this target. Since

Cabka is a manufacturing company producing in several

countries, the necessary actions to reduce GHG emissions

are diverse and spread over the short-, medium-, and

long-term. To further advance our understanding of Cabka’s

climate governance and impact, we participated in the

Climate Disclosure Project’s (CDP) climate assessment for

the first time in 2023. Cabka’s assessment result of a B

score highlights our already advanced progress towards our

climate change commitments.

After analyzing our Scope 3 emissions in more detail,

we have identified the most prominent sources of GHG

emissions within our value chain. The largest impact is

made by the materials entering our organization, hence

it is crucial to work together with suppliers to be able

to minimize upstream GHG emissions. 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.

Scope 3 emissions are the most challenging to gather data

for and calculate. As all industries are confronted with this,

we see increased collaboration in our value chain to improve

data quality and thus the meaningfulness of these metrics.

Our work with the Ecochain platform to improve our cradle-

to-gate life cycle analysis, cooperation with suppliers and

customers as well as participation in industry initiatives help

to continue to build our knowledge and with it our capability

to develop an efficient reduction strategy.

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 230

Cabka Annual Report 2023 – 49

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Carbon avoidance from working with recycled material

In 2023, Cabka took in 140 kt of plastic waste. According

to EcoInvent emissions data on plastics and modelling of

Cabka’s processes, each Kg of recycled plastics used by

Cabka instead of primary plastics saves approximately 1.59

Kg of CO

. Furthermore, each Kg of plastic waste diverted

from incineration saves 2.35 Kg of CO

. Our inhouse waste

processing and our predominantly recycled material input

therefore led to 309,487 t CO

being avoided in 2023.

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).

The 2022 share of renewable energy was adjusted after the publishing of the Annual Report 2022, as it previously only showed the share of renewable

electricity.

* This KPI has been externally assured

Cabka Annual Report 2023 – 49

2023 2022

Total energy consumption 101,126 MWh* 105,524 MWh

Share of renewable energy 5.2% 4.6%

Total GHG emissions

(market-based)

226,251 t CO

e 218,817 t CO

Scope 1 emissions 3,235 t CO

e* 2,963 t CO

Scope 2 market-based

emissions

43,650 t CO

e* 47,009 t CO

Scope 2 location-based

emissions

27,120 t CO

e* -

Scope 3 emissions 179,366 t CO

e 168,845 t CO

Our 2023 Climate Performance Total GHG Emissions (t CO

Scope 1

Scope 2

Scope 3

3,235

43,650

179,336

Cabka Annual Report 2023 – 50

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Key measures for climate protection

Our action plan to reduce GHG emissions in our own

operations lays down a step-by-step roadmap for each of

our production sites. The most pressing and decisive project

for every site is to green the electricity supply through on-

site electricity production and the provision of green energy

from electricity providers. Depending on the location of our

operational sites, this project can be challenging. At our site

in Ypres, Belgium, a photovoltaic system was installed on

the roofs of the production and warehouse halls in 2023 to

provide sustainable electricity to our local facilities. More

projects to produce our own sustainable electricity are

planned for the coming years. Next to electricity, company

vehicles such as cars, forklifts, and cranes pose another

source of GHG emissions. For this reason, we have started

replacing vehicles run on fossil fuels with battery powered

alternatives. This exchange will continue over the short-

to medium-term until all our own vehicles operate on

electricity. Furthermore, as the Manufacturing Execution

System (MES) at our main manufacturing sites further

progresses, we obtain additional insights into the material

and energy efficiency of our production processes, which

supports our local Energy Management Systems and points

out further improvement areas.

Climate impacts on Cabka

The effects of climate change can already be felt all over the

world today. That is why it is crucial to prepare our business

for the future of a changing climate and more extreme

weather events. We conducted a climate scenario analysis

in 2023 to examine the potential impact of physical climate

risks on Cabka’s business operations and developed an

action plan to mitigate the most significant risks that were

established during the analysis. Our manufacturing sites in

Weira, Germany, Ypres and Herstal, Belgium, and Hazelwood,

USA as well as our Innovation Center in Valencia, Spain, were

included in the analysis. Since the geographies and climates

of the locations of our sites differ greatly, the portfolio

of physical climate risks is diverse, with water stress and

drought in Spain being the most pressing risks. We will

work on reducing the impact these risks could have on our

business in the future.

50%

Renewable energy

share from total

energy consumption

in 2025

Our climate & energy targets

2030

Climate neutral

in own operations

in 2030

“The effects of climate change can

already be felt all over the world today

”

Cabka Annual Report 2023 – 50

Cabka Annual Report 2023 – 51

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In a perfectly circular economy, waste does not exist. The core principle is simple

but transformative: raw materials and products are designed to be used again

and again and when they cannot be used anymore, the resulting waste becomes

the new raw material. The concept of a waste hierarchy guides the shift to such a

circular economy. By favoring the reduction of waste overall, followed by reuse,

and then recycling, we can pave the way for a sustainable future.

Keeping plastics

in the loop

The increasing awareness for sustainability around the

globe is driving the demand for sustainable products and

regulations to raise environmental standards. A more

circular economy promotes, amongst others, conservation

of energy and scarce natural resources and natural

materials, it contributes to lower greenhouse gas emissions

and in the long-term helps to boost economies . Keeping

plastics in the loop and minimizing the use of virgin plastics

play an essential role in realizing these benefits and

reaching circularity targets.

Taking our circular economy business model to the next level

Cabka uses a unique business model that integrates the

entire process from waste to product, leveraging our

inhouse material and product engineering expertise with

our own recycling and production facilities. In 2023,

Cabka processed 140 kilotons of waste and recycled

plastic to create new products. Compared to 2022, this

is 19 tons higher and is also driven by the reopening of

our production site in St. Louis, USA in June 2023, fully

restoring our inhouse recycling capacity to 100%, as well

as increased capacities at our site in Weira (Germany).

Throughout the year, our focus has been on fortifying

this strong positioning and developing an action plan to

further enhance Cabka's circular economy performance

in alignment with the European Union's objective of

transitioning to a fully circular economy by 2050.

During 2023, we made good progress in further advancing

the development of new post-consumer material

streams started in 2022, utilizing our inhouse knowledge

on recycling technologies and material uses. This year

was also particularly active in new regulatory initiatives

being drafted and already implemented on a European

and national level. These initiatives have a potential

impact on Cabka’s operations and our supply chains.

2023 saw the Packaging and Packaging Waste Directive

as one of the most lobbied regulations demonstrating its

potential impact on the European industry. Cabka closely

follows all regulatory developments to anticipate market

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Our circularity target

Maintain a share of recycled content above 80% in our products

2023 2022

Our 2023 circularity performance

TOTAL

WEIGHT (T)

RECYCLED

SHARE (T)

RECYCLED

SHARE (%)

TOTAL

WEIGHT (T)

RECYCLED

SHARE (T)

RECYCLED

SHARE (%)

Products & materials inﬂow 174,859 148,315 85%

- -

Raw materials 156,971* 139,934* 89%*

140,849 121,130 86%

Products & packaging

17,661 8,381 47%

- -

Water consumption

10,772 m

10,355 m

developments and new business opportunities.

Cabka continued to work with its customers on closing

the loop during 2023. Our buyback program can directly

be integrated into supply contracts and is available also

beyond this to bring back our products at the end of

their life. This allows Cabka to close the loop through the

recycling of old products and immediate reuse of these

materials in the production of new products. We also work

with customers to integrate other plastic waste streams to

be used in our manufacturing processes.

Circularity in our own operations: waste and water

recycling and closed loops

Cabka’s operational sites use waste management programs

to track the types and volume of occurring waste and

how these different waste streams are disposed of. The

main types of waste that occur are production scrap and

residual materials from our inhouse recycling processes.

• Scrap from production is re-routed back into production

through our inhouse recycling facility, hence no material

waste results from our manufacturing process.

The introduction of our Manufacturing Execution System

(MES) furthermore contributes to the reduction of

production scrap.

• Residual materials from Cabka’s recycling processes

and other operational waste is transferred to dedicated

waste management and recycling companies for further

treatment.

• Low amounts of water are used in our operations since

we process waste through dry mechanical recycling. The

* This KPI has been externally assured

Cabka Annual Report 2023 – 52

Cabka Annual Report 2023 – 53

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89%

Recycled material in

raw material inﬂow

Our 2023 circularity performance

140 kt

Total amount of

plastic waste intake

Cabka Annual Report 2023 – 53

main water usage is 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 that occurs

during recycling is treated by certified waste treatment

companies.

A dedicated concept for working with, and handling of

hazardous waste, e.g., hydraulic oils, coloring agents, or

cleaning detergents, is in place. Waste outputs at all Cabka

production sites are internally reported and analyzed. This

helps us to track reductions or increases in the amounts

of certain waste types in the short-to mid-term, as well

as evaluate the share of waste going into recycling, energy

recovery, and landfill.

“Keeping plastics in the loop and

minimizing the use of virgin plastics

play an essential role in reaching

circularity targets

”

Smallest

environmental

impact

Largest

environmental

impact

LANDFILL

INCINERATION

RECYCLE

REUSE

REDUCE

Cabka Annual Report 2023 – 54

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Innovation serves as the core of our operations with a dedication to innovative

designs, recycled plastic materials, and cutting-edge processing and recycling

techniques. Our pursuit to continuously enhance our products and processes,

along with our commitment to develop innovative solutions that cater to our

customers' requirements, underscores our conviction that innovation is the

backbone to maintaining our position as an industry frontrunner. We make

innovation a top priority in all aspects of our business, encompassing design,

materials, technology, and sustainability.

Innovation in

our DNA

Facilitating Sustainable Advancements

Cabka's mission is to offer smart and reusable solutions

for transportation packaging with a strong emphasis on

circularity and sustainability. Our objective is to enable

transformation throughout the entire supply chain

by continuously innovating and enhancing in both our

products and processes. Cabka is dedicated to creating

robust, high-quality products with a low environmental

impact. We see ourselves as catalysts and advocates for

global transformation towards a circular economy. This

constitutes our business model and shapes our innovation

strategy. To achieve this, we have established a structured

stage-gate innovation process, enabling us to identify and

develop the most promising solutions for transportation

packaging. A sustainability evaluation of the projects in

our development funnel has been developed and will be

implemented during 2024.

Our innovation ecosystem

Cabka's approach to innovation comprises of three key

components: culture, strategy, and the transformation

into a pragmatical roadmap with clearly defined

quantifiable, and attainable objectives aimed at

fostering innovation. Within Cabka, these components

are harmoniously integrated, creating an innovation

ecosystem that empowers us to be agile and receptive

to the dynamic shifts in the market, evolving customer

demands, and advancements in technology. Our

suppliers and customers play a crucial role in shaping our

innovation process through collaborative interactions and

strategic partnerships, enabling us to operate swiftly, with

precision and efficiency.

New relationships through innovation

The investment into our innovation capacity and

Cabka Annual Report 2023 – 55

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the dedication of our team built the foundation for

establishing long-lasting client relationships with large

customers:

CHEP: We have signed a contract with CHEP and following

a collaborative product development project, deliveries

to CHEP have begun. Processes in our manufacturing

plant have been redesigned to produce this revolutionary

product as it is the first of its kind made in 100% recycled

material.

Continental: We won the tender and launched a pallet of

special dimensions (1600x1600) produced entirely out of

recycled material, which adapts to Continental’s 100%

automated storage concept and where, apart from being

more efficient, overall environmental impact of this new

solution is reduced.

XELLA: As the construction industry is looking to

become more circular, we were delighted to support the

development and implementation of a pooling solution for

building material.

Beyond our innovation capability, Cabka’s drive to ensure

a circular economy was another key factor contributing

to the achievement of these agreements. Our high-end

lab facility at our Innovation Center forms the main pillar

of our material strategy. This is where all the incoming

raw materials are analyzed, and where we advance new

material streams and blends, which can be formulated on

a global basis. The mechanical properties and behavior of

those materials are studied and quantified and uploaded

to our materials database that feeds our state-of-the-art

FEA software of design simulation. This, in combination

with a continuous improvement of our simulation

knowledge and capabilities, make our FEA simulations

increasingly accurate thus making our development

projects more efficient.

Our 2023 innovation performance

Innovation KPIs and targets used inhouse at Cabka are

specific and measurable, allowing us to track our progress

and adjust as needed, to allocate resources, set priorities

and make decisions. This approach enables us to monitor

our progress, make necessary adjustments, allocate

resources effectively, establish priorities, and make

informed decisions. Consequently, we ensure that all our

innovation endeavors are in harmony with the company's

overarching strategy and objectives.

In the year 2023, further substantial investments were

made in new products, expanded production capacity,

and automation. Specifically, the capital expenditure

(CAPEX) allocated to new molds and machines,

demonstrating that innovation is one of our key strategic

pillars. Furthermore, 4.3% of our operating expenses

were dedicated to Research and Development (R&D). The

impact of our investments into our innovation capacity

becomes increasingly visible in our sales revenues.

Innovation sales have contributed with 19% to our overall

sales income.

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

our 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.

Skills through learning and collaboration.

Innovation needs knowledge. Our colleagues are our best

asset. That is why we provide dedicated training schemes

for everyone working at Cabka. On top of that, Cabka

continues to support 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

2023 2022

Capex invested into

innovation

€14.6m €10.1m

Share of operating expenses

into R&D

4.3% 6%

Innovation sales 19% 11%

Cabka Annual Report 2023 – 56

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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. Hence, it will significantly

increase the amount of recycled material valid for this

product application.

• Cabka is involved in and partners with several innovation

and development associations and institutions. We

consider this as a critical success factor for our

innovation activities. We also continuously connect

and meet with other companies and startups for this

purpose.

In the coming years, our commitment is to continue

to develop new material sources and technology,

maintain constant contact with universities, companies,

associations, institutions, and startups, because

innovation starts when we share ideas and collaborate

with other people, internally and externally.

Quality management improvements

Customer satisfaction is the number one priority at

Cabka, and therefore quality is the main driver within our

organization. We have implemented a comprehensive

Quality Control Management, from suppliers to end

customers. Cabka is committed to its customers’ success

and strives to meet customer needs through continuous

improvement of our products, services, and processes.

Customer 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.

In 2023, our efforts and focus were placed on further

developing our own processes. A visual inspection system

is used at production sites and regular reporting is being

established. On a global level, the quality team has regular

exchanges on quality performance and improvement

projects.

New structure of our laboratory network

In 2024, the Innovation Center laboratory will be certified

to ISO 17025, a specific norm for laboratory management.

The ISO standard specifies general requirements for

the competence of laboratories in carrying out tests

and/or calibrations, including sampling. Cabka will use

this standard as a basis for recognition, notification,

accreditation and as confirmation of the competence of

the Innovation Center laboratory. The Cabka production

laboratories work according to the ISO 9001 certification

and the ISO/DIN norms for our test methods. In 2024

the production labs will be upgraded to full autonomous

testing under supervision of the Innovation Center lab

supported by intra-laboratory cross-check.

We have analyzed our complaint management process

and implemented actions to improve quality complaints

handling. As a next step we are looking to integrate the

process into our CRM system.

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. Inspection data is directly

recorded and analyzed, enabling prompt corrective

action, and improving overall efficiency in the production

process.

In analogy with the customer complaint and evaluation

format and supply chain management, a supplier

evaluation is under development.

“Innovation needs knowledge. Our colleagues are our best asset

”

Cabka Annual Report 2023 – 57

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At Cabka, our commitment goes beyond mere transactions and projects.

We are committed to conducting our business in an ethical way, integrating

our values into our actions, our decisions and our interactions with all our

stakeholders on a daily basis. Our value creates a respectful, transparent and

accountable workplace upholding the highest ethical standards.

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 drives 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 commitment and results in 2023:

• We have conducted a comprehensive review of our

policies, ensuring alignment with the dynamic demands

and changes in the business realm. Consequential, we

have established an annual policy review cycle to ensure

the continued relevance of these policies

• To encourage a culture of openness and ensure

adherence to laws and internal regulations, we updated

our Whistleblowing Policy. A centralized Whistleblowing

Tool was established during 2023, allowing employees and

external parties to anonymously report any issues or seek

consultation. We also launched communication initiatives

throughout the organisation by distributing brochures

and posters to our employees educating them on the

process and encouraging them to use the Whistleblowing

Channels, and to ensure they are aware of their rights and

guarantees. An Ethics Committee has been established

to oversee investigation procedures and decision-

making processes. This internal Committee guarantees

that ethical considerations are central to our decisions,

nurturing a culture of transparency and accountability.

• We have initiated training sessions on our Code of

Ethics and Whistleblowing Policy. The aim of these

sessions is to enhance the comprehension of our values

and principles amongst our workforce. These training

sessions will be further refined in the upcoming period

and will be recurring as part of a refresher training to all

our employees continued.

• To date 66% of Cabka employees have acknowledged

and signed our Code of Ethics, thereby strengthening

our collective dedication to ethical behavior. We

have identified the necessity to establish a structured

Cabka Annual Report 2023 – 58

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process for acknowledgment and signing by our new

employees, to optimize the internal responsibility for

this process and to provide our Code of Ethics in further

languages spoken by our diverse workforce.

Our business ethics roadmap for 2024:

Enhance training sessions to our employees,

particularly on topics such as “corruption, bribery,

gifts and benefits” as well as “human rights, respect

and equal treatment”.

To uphold our dedication to conducting business in

accordance with our ethical values and principles, we

carried out training campaigns in 2023 on our Code of

Ethics. In the upcoming year, we plan to provide more

targeted training initiatives touching on crucial topics

such as “corruption, bribery, gifts and benefits” as well

as “human rights, respect and equal treatment”, ensuring

that all team members are conscious and compliant with

these essential ethical principles. These sessions will be

conducted based on an assessment of risks in our value

chain and the position and responsibility of our team

members. Through these initiatives, we not only reinforce

our commitment to ethical business practices, but also

endorse the significance of an educated and responsible

workforce in maintaining the sustained success and

reputation of our organization.

Analyze and evaluate incoming reports via internal

Whistleblowing Channels.

Our centralized Whistleblowing Tool enables

employees and external individuals to report issues

anonymously. In 2024 we will conduct an evaluation

of incoming reports, putting emphasis on two crucial

aspects: the number of reports and the specific type

of (presumed) misconduct or irregularity. Based on this

information, the company can identify emerging patterns

or identify potential areas of concern, enabling to direct

our priorities in policy developments, additional trainings,

and/or further corrective measures.

100% of employees signed Code of Ethics in 2024.

In 2023, we reached an 66% employee

endorsement of our Code of Ethics, signifying their

acknowledgement and active support of our ethical

values and principles. This accomplishment is a testimony

of our shared commitment towards fostering a workplace

culture grounded in integrity, transparency, and respect.

Our primary objective is to elevate this acknowledgment

to 100% employee endorsement of our Code of Ethics.

We will also establish a structured process for all

new employees, whereby the acknowledgment and

endorsement of the Code of Ethics will be seamlessly

integrated into our onboarding procedures, highlighting

the paramount importance of ethical considerations from the

very beginning of an employee’s journey with us. Furthermore,

acknowledging the dynamics of business ethics, we pledge to

hold frequent training sessions on the Code of Ethics for all

employees. These sessions will not only serve as refresher

trainings to our workforce, but also as comprehensive

introductions for new members, ensuring a collective

understanding and embodiment of our ethical values.

66%

of employees

signed Code of

Ethics in 2023

At least one

communication

campaign on

Business Ethics

at Group level

each year

Our business ethics indicators

Cabka Annual Report 2023 – 58

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Health & Safety is crucial for safeguarding the well-being of our workforce

and ultimately promoting operational efficiency and the long-term success of

Cabka. We are committed to providing a safe and healthy work environment

for all our people. Our health & safety policy is designed to minimize accidents

and promote the health of our workforce.

Occupational

Health & Safety

Our Health & Safety Management System

The Cabka Health & Safety and Environmental Policies

provide the overarching principles we strive for. We

foster a safe and healthy working environment, through

engagement with our employees and further integrating

health and safety into our culture.

Safety, Health, Environment and Energy is embedded in

Cabka’s Management System (SHEE). The responsibilities

and regulations defined within the framework of this

system apply to all Cabka staff and external service

providers who have an inﬂuence on the result of the

SHEE management system. For the latter, this applies

particularly to temporary workers contracted at Cabka

production sites and third-party employees who provide

on-site services. The SHEE management system is aligned

with the requirements of the ISO standards 14001, 45001

and 50001.

Continuous improvement

As part of our continuous improvements, we have

ensured to have first aid responders available at all

sites and provide site visits from medical professionals

to perform health checkups and interviews for people

returning after long illnesses. We furthermore regularly

report health & safety Group performances to Cabka’s

management team and are working with the local health

& safety teams on developing specific targets for the

coming years.

Creating awareness of possible health and safety risks

and promoting of a safety-conscious behavior within our

company is crucial. For this reason, regular trainings and

continuous communication on the topic are provided to

everyone at Cabka. All Cabka employees are introduced

and trained on their tasks and are actively encouraged to

participate in improving our SHEE management system.

Training topics can include, for example, trainings on

the use of different on-site vehicles or machinery, first

aid trainings, or fire safety trainings. All employees are

invited to address their inquiries as part of the internal

suggestion system. Since 2023, the average amount

of training hours per person is being tracked at each

site and serves as an indicator for a successful SHEE

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Management 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 health & safety assessments.

At Cabka, we strive to limit accidents and incidents in

our workplace, but we also acknowledge that the nature

of our work and the materials we work with bring certain

risks. On a monthly basis, the number and nature of health

& safety incidents are reported to Cabka’s Executive

Committee, with serious accidents reported immediately.

This reporting line ensures that appropriate measures

are taken to prevent future accidents. During 2023, we

have implemented additional safety measures, which

includes extra safety barriers, improved lightning in areas

with low visibility, high visibility clothing to all production

staff, production lines were modified for increased safety,

new access platforms were installed to machines and

material support, and we reduced traffic near working

zones in production areas by making adjustments to the

use of forklifts. In addition, at our production site in

Weira, Germany, an extra safety officer was hired, and a

staff member followed a training course to become an

occupational safety specialist.

Due to the raw materials we work with, fire safety has a

high priority at Cabka’s production sites. During 2023, an

extensive fire hazard assessment was conducted at our

largest production site in Weira, Germany, to identify

any remaining fire risks which are not covered by existing

prevention measures, whereby appropriate action can be

taken to reduce these risks further. All Cabka employees

receive regular trainings on the use of fire extinguishers

and the correct behavior in the event of a fire. Information

on fire safety measures, risk assessments, trainings, and

maintenance activities are recorded to be able to respond

effectively to the risk.

Site Certification and Effectiveness on Group Level

Following the integration of Cabka’s site-specific SHEE

management systems into a group system in 2022, global

tracking of health & safety performance has been further

optimized. Best-practice sharing and knowledge exchange

between our sites are further increasing the effectiveness

of the overall system. Our main European production

sites and our Innovation Center hold the ISO 9001

certification, and our largest operational site in Weira,

Germany additionally holds the ISO 50001, 45001, and

14001 certifications. Both the ISO 45001 and ISO 14001

certification contribute significantly to creating a safe,

healthy, and sustainable working environment in which

everyone involved benefits from the positive effects. We

therefore are working on attaining the same certification

in our other production sites in the coming years.

ISO

Main operational

sites are ISO 9001

certified

Our Weira site is

also ISO 50001,

ISO 45001, and

ISO 14001 certified

Site Certification on Group Level

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Our society is characterized by diversity. We actively embrace diversity,

by fostering a workforce which includes different genders, nationalities,

cultures, social backgrounds, age, sexual orientations, as well as diverse

physical and mental abilities. It allows us to navigate challenges with unique

perspectives and make more resilient decisions. Innovation is driven by this

diversity, and it serves as a catalyst for accelerated growth. By embracing a

diverse environment, we do not only foster innovation but also attract and

retain talents—an essential factor for ensuring future business success.

Diversity and

inclusion

Aligning with Cabka’s core vision and values, diversity and

inclusion holds an integral place in our organizational

ethos. Cabka recognizes that differences in skills,

experience, background, nationality, age, race, gender,

sexual orientation, religious beliefs, physical ability, and

other characteristics of people are important and enable

us to look at issues and to solve problems in different

ways, to respond differently to challenges and to take

more robust decisions. Cabka’s commitment is rooted

in providing equal opportunities for all employees,

leveraging their unique differences to the fullest.

Recognizing that diversity fuels creativity and innovation,

we adopt a strategic and targeted approach to its

promotion. For the coming years, we will continue to

work towards our objective in ensuring that at least one-

third of the Executive Committee and top management

positions will be held by women.

Enhancing the Understanding of Cabka's Values and

Diversity

By recognizing the importance of diversity and fostering

an inspiring work environment, we also acknowledge the

challenges associated with its practical implementation

across different countries. In line with our decentralized

People Management approach, each of our entities takes

a tailored approach within its specific cultural context

to address diversity and implementing Cabka’s core

values. This enables them to tackle challenges and design

programs that resonate with the unique characteristics of

the countries or regions where our employees operate.

To show what moves us as a company and that the people

at Cabka make the difference, we ask employees to be

ambassadors for Cabka. In 2023 we organized a global

photo-shooting initiative featuring Cabka’s people from

Cabka Annual Report 2023 – 62

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all backgrounds and professions to reﬂect the diversity

within Cabka. The result enables us to be more authentic

in our presence as an employer.

Celebrating Cabka’s Diversity & Inclusion Milestones

in 2023

One standout accomplishment in 2023 was the

formation of a diverse Top Management, emphasizing

our commitment to fostering a workforce that reﬂects a

variety of perspectives and experiences.

In our pursuit of fairness and equity, we successfully

established a global compensation structure. This

achievement not only strengthens our commitment to

fairness but also reinforces our dedication to providing

an environment where every individual feels valued and

appreciated.

While we had envisioned focusing people communication

in 2023 on our people values and derived people charter,

we shifted priority to communication activities around

our Code of Ethics as the foundation of our ESG policy

framework. As we have enlarged our whistleblower

mechanisms with the implementation of a tool

accompanied by trainings and inhouse communication,

we focused on the promotion of the full set of principles

and values to reach and address all levels of the

organization. Another milestone is the successful rollout

of a global recruiting system in 2023, accompanied by the

standardization of Cabka’s recruiting process.

Recognizing the power of our team's network, we also

implemented a global Employee Referral Program,

encouraging our employees to actively participate in

the growth and success of our organization by referring

exceptional talent.

As we celebrate these achievements, we look forward to

building on this momentum and continuing to evolve as an

organization that values diversity, equity, and excellence

in every aspect of our operations.

“Diversity drives innovation and accelerates growth,

enabling us to attract and maintain the best talented

people, which is key to future success”

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Outlook 2024

We will be focusing on three key areas: attracting,

developing, and retaining a diverse talent pool. These

efforts are not only essential for ensuring equitable

opportunities but also for driving innovation and long-term

success.

Attracting Diverse Talent. Building upon the foundation

laid by the implementation of the global recruiting

system in 2023, we are determined to embed our

Diversity & Inclusion ambition seamlessly throughout

the recruitment process. This includes incorporating

our message into all job advertisements, interviewing

and onboarding processes, ensuring that prospective

candidates are aware of our commitment to fostering an

inclusive workplace environment from the outset.

Developing Inclusive Practices. In 2024, our focus

will extend beyond recruitment to developing

inclusive practices within Cabka. We plan to launch

a comprehensive talent review process to identify

and nurture diverse talent for critical roles within the

organization. Additionally, we will conduct engagement

surveys to understand the overall satisfaction and

inclusivity of our workplace environment. These initiatives

will ensure that we not only have a diverse talent pool

but also understand the engagement levels within our

organization.

Retaining Diverse Talent. Retention of diverse talent

remains a top priority for Cabka. In the upcoming

year, our communication activities will prioritize

our company values, with one of them being respect. The

concept of respect embedded in our values underscores

our commitment to fostering an environment free from

discrimination. Through these workshops, we aim to

reinforce the importance of treating all individuals with

dignity and respect, irrespective of their background or

identity.

As we move forward into 2024, Cabka remains steadfast

in its commitment to Diversity and Inclusion. By focusing

on attracting, developing, and retaining a diverse talent

pool, we not only enrich our organizational culture but also

strengthen our competitive advantage in an increasingly

diverse global marketplace.

Our Diversity performance in 2023

% OF FEMALES 2023 2022

Supervisory board 33% 33%

C-Suite, Top-Management &

Management level

24% (not recorded)

Overall Cabka employees 16% 17%

In Cabka’s Whistleblowing Channel, non-compliance with

our diversity and inclusion principles can be reported. No

incidents were reported in 2023.

Cabka Annual Report 2023 – 63

33%

Percentage

of female in

supervisory board

16%

Percentage of

female across the

organization

Our Diversity performance in 2023

24%

Percentage of

female in C-Suite,

Top-Management &

Management level

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In an increasingly dynamic supply chain, guaranteeing stable quality and pricing

of our products can only be achieved when materials, goods, and services

are procured in a sustainable manner. Collaborating with our suppliers allows

us to establish a more sustainable supply chain which plays a crucial role

in managing costs and mitigating risks effectively in our operations, whilst

exploring new economic opportunities, and enhancing the value of Cabka.

Creating a

sustainable

supply chain

Core principles for our suppliers

Cabka established its supplier Code of Conduct in 2020.

This code sets environmental and social principles, such

as the rejection of forced labor and human trafficking, the

prohibition of child labor, fair compensation for workers,

adherence to standardized working hours, the promotion

of freedom of association, prioritizing health, and fostering

a safe working environment. Environmental responsibility

is emphasized, including measures to prevent pollution,

minimize waste, and abstain from using hazardous

substances.

Our progress with our partners in 2023

In 2023, Cabka further defined its environmental and social

procurement framework and launched our comprehensive

sustainability assessment to all our continuous raw material

suppliers. This endeavor aims to enhance our insight into

their environmental, social, and governance practices and

serves as foundation for improving sustainability in our own

supply chain. We have requested suppliers to provide details

on these crucial aspects by completing a questionnaire,

which we first introduced in 2022. The questionnaire includes

Cabka's Suppliers Code of Conduct, and we expect all our

suppliers to endorse or formally acknowledge the Code. This

joint effort will enable us to foster greater transparency and

accountability within our raw material supply chain.

To further drive sustainability in Cabka’s supply chain,

a Global Evaluation Matrix was developed in 2023. The

matrix combines considerations of quality, price, and

sustainability and stands as a pivotal advancement in our

supplier assessment strategy, as it enables us to evaluate

suppliers based on their overall performance. The matrix

will help Cabka’s procurement departments to better

include environmental and social criteria into procurement

decisions. With all sites and numerous functions of Cabka

involved, the matrix needs to be set onto a global platform

and thus its implementation will continue in 2024.

Sustainable Sourcing

In August 2023, Cabka introduced its Sustainable

Procurement Policy. This policy outlines our sustainable

procurement priorities, describes the commitments

54%

of purchased resin

volume coming from

continuous suppliers

assessed on ESG

criteria

38 %

of continuous raw

material suppliers

aligned with Cabka

Supplier Code of

Conduct in 2023

Cabka Annual Report 2023 – 65

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that will steer us toward achieving these objectives and

defines the roles and responsibilities within Cabka to

ensure progress towards a more sustainable supply chain.

This strategic framework underscores our dedication

to responsible and sustainable procurement practices.

Upon the rollout of Cabka’s Sustainable Procurement

Policy, a comprehensive training session was organized

for members of the procurement team across all Cabka

locations. The training served as an introduction to the new

Sustainable Procurement Policy and to educate the team on

the principles of sustainable procurement, as well as providing

insights into our ongoing progress in supplier evaluation.

Through this initiative, we aim to equip our procurement team

with the knowledge and tools necessary to drive sustainable

procurement practices throughout the organization.

Our sustainable procurement targets:

• 100% of continuous resin suppliers assessed on ESG

criteria in 2024

• 100% of continuous resin suppliers aligned with Cabka

Supplier Code of Conduct in 2025

Our 2023 sustainable procurement performance:

Our Actions in 2024

In 2023, we have worked with numerous new suppliers

and are including them in our ESG assessment alignment

and project. We increased the number of raw material

suppliers eligible for our ESG assessment and we will

prioritize on aligning these suppliers with Cabka’s Code of

Conduct (CoC) in 2024.

In the second quarter of 2024, we will initiate on-site

audits of our raw material suppliers. These audits will

commence with suppliers who have received lower ratings,

particularly in the sustainability category. Our primary

objective is to collaborate closely with these suppliers to

enhance their sustainability performance and align it with

our standards.

We are also planning to further extend our evaluation

efforts to suppliers of other materials besides raw

materials. Drawing from the valuable experiences gained

through the evaluation of our raw material suppliers,

we are now well-equipped to expand our assessment to

different supplier types. While raw material makes up most

of the resource inﬂow at Cabka, this broader evaluation

initiative is instrumental in our overarching goal to assess

sustainability throughout our entire supply chain.

2023 2022

Purchased resin volume

coming from continuous

suppliers assessed on ESG

criteria

54% 35%

Purchased resin volume

coming from continuous

suppliers which are aligned

with Cabka’s Suppliers Code

of Conduct

38% 35%

Cabka Annual Report 2023 – 65

Cabka Annual Report 2023 – 66

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Connecting through

memberships and

partnerships

Cabka is an active member in European and US industry associations. We

consider that collaboration in these organizations connects, allows exchange

with other players, and contributes to the growth, success, and sustainability

of our business and the industries we are active in.

Most of the associations Cabka is active in, are

particularly focused on environmental topics.

Collaboration is key when improving the sustainability

performance of a sector. We have thus further intensified

our work with industry networks.

As a member of the Polyolefin Circular Economy Platform

(PCEP), Cabka supports and contributes to the platform’s

pledge to increase the reuse and recycling of polyolefin-

based products and the use of recyclates as raw material.

In 2023, we also joined the Circular Plastic Alliance.

The Circular Plastics Alliance is an initiative under the

European Strategy for Plastics. The Alliance was launched

to boost the EU market for recycled plastics. Aim is to

achieve 10 million tons of recycled plastics by 2025.

Furthermore, Cabka joined the United Nation’s Global

Compact (UNGC) in 2023, a global corporate social

responsibility and corporate sustainability initiative aiming

to support business worldwide to adopt sustainability

and social responsibility policies and report their

implementation. Cabka supports the 10 principles of the

UNGC and will start reporting annual communication on

progress in regard to ESG policy implementation

in 2024.

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.

We regularly participate in events to promote circular

economy concepts and sustainable practices. In June

2023, on the occasion of the reopening of our St. Louis

plant, we organized a panel discussion with RPA and

companies in the plastic value chain to discuss the critical

importance of ESG in today’s business landscape.

Numerous other events with the participation of Cabka’ s

Innovation Team testify to our strong motivation for

exchange and constant further development, among these:

• Our innovation center collaborates with several research

institutes and platforms. Currently Cabka supports with

its knowledge, test capacity, and engineering expertise

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.

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• 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).

In 2023, Cabka took part in several sustainability ratings in

regard to climate action, circular economy, as well as ESG

in general. Our performance assessment gives us valuable

insight into where Cabka stands in the process to become

more and more sustainable, how we compare to our peers

and other industries, and presents potential improvement

areas for the future.

Cabka Annual Report 2023 – 68

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Chapter KPI Unit KPI Definition

Working towards a

positive climate impact

Total energy consumption* MWh Total electricity and fuel consumption at all entities under financial control of Cabka

Share of renewable energy % Share of energy from renewable sources of the total amount of energy consumed

Scope 1 emissions*

t CO

All direct emissions from stationary and mobile combustion at financially controlled Cabka sites

Market-based Scope 2 emissions*

t CO

Electricity contract-based emissions of all Cabka entities (financial control)

Location-based Scope 2 emissions*

t CO

Emissions based on the electricity mix that is available at the location of each Cabka site

Scope 3 emissions

t CO

Emissions of all 15 S3 categories

Avoided emissions from products &

services

t CO

eq Emissions avoided through diversion of plastic waste from incineration and use of secondary

plastic material

Keeping plastics in the

loop

Resource inﬂow - overall total

weight of products and materials

used

Total raw material, products, and packaging received in the reporting year for recycling and

production activities

Raw material inﬂow* t Total inﬂow of raw material purchased for the recycling and production activities of Cabka

Products & packaging inﬂow t

Total inﬂow of packaging, semi-finished parts, and products used for the production of Cabka’s

products

Share of recycled resources t & % Share of recycled raw material, and products & packaging made from recycled materials

Share of recycled raw material* t & % Share of recycled raw material from total raw material inﬂow

Share of recycled products and

packaging

t & % Share of products and packaging from total inﬂow made from recycled materials

Water consumption m

Total water consumption of all manufacturing sites and the Innovation Center of Cabka

ESG KPI Definitions

Cabka Annual Report 2023 – 69

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Chapter KPI Unit KPI Definition

Innovation in our DNA CapEx invested into innovation

€

Capital expenditure into new moulds and machines for production

Share of operating expenses into R&D

R&D share of operating expenses

Innovation Sales

Share of revenues derived from sales of innovative products

Business Ethics Share of employees who signed

Cabka's CoE

Number of employees who signed Code of Ethics divided by total headcount

Number of whistleblower reports

Number of reports made to Cabka Whistleblower channel

Diversity and Inclusion Share of females in SB

Number of female SB members divided by the total number of SB members

Share of females in top management

Number of females reporting directly, or part of C-Suite divided by total number of members of top

management

Share of females in entire

organisation

Number of female employees divided by total headcount

Creating a sustainable

supply chain

Share of purchased resin volume from

continuous suppliers assessed on ESG

criteria

Share of raw material purchased from suppliers who have supplied to Cabka for at least two of the last

three year and have been assessed on ESG criteria as part of Cabka's supplier ESG assessment

Share of purchased resin volume from

continuous suppliers aligned with our

supplier CoC

Share of raw material purchased from suppliers who have supplied to Cabka for at least two of the last

three year and have signed our Supplier CoC or have their own CoC that is in line with Cabka's

Cabka Annual Report 2023 – 70

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Cabka Annual Report 2023 – 71

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Corporate

governance

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Manuel Beja: ‘In 2023 we continued to

do what we are good at for the circular

economy. Even, or especially, in this

unstable world where we are facing a

sluggish economy in our largest markets.

Niek Hoek: ‘We answered to these

challenges with innovation and excellence,

both in bespoke projects for specific clients

and in portfolio solutions. We rebuilt our

internal production capabilities in the

US, improving from the base before the

2022 ﬂooding, and expanded our team, in

particular commercial.’

Manuel Beja: ‘In our first full fiscal year as

a listed company we invested in finding

equilibria. The Supervisory Board sought to

reconcile the aspirations of all stakeholders:

customers, employees, shareholders and

partners. Cabka renovated and expanded its

management team, with new appointments,

both internal and external. Our Executive

Committee is now renewed, leaner, stronger

and more diverse. We worked together

with the Management Board in growth

opportunities, both organic and inorganic.

Niek Hoek: ‘In this way the Supervisory

Board continued to create the necessary

conditions for the Executive Committee

to focus on its purpose: to expand Cabka’s

role as an innovative and key player in the

circular economy, cultivating the trust of

our customers and the pride and sense of

belonging of our teams.’

Manuel Beja: ‘About 2,600 years ago the

legendary Greek poet Sappho wrote these

words: You may forget but let me tell you

this: someone in some future time will think

of us. Obviously, she did not do that with

the circular economy in mind. But I am sure

that future generations will look back at

decisions that have been made in our days,

and what these decisions have brought about

for them, our children and grandchildren. I

am well aware that someone in some future

time will think of us.’

Niek Hoek: ‘This awareness is key. It is up to

us to use our expertise and determination

to navigate Cabka through sometimes

turbulant waves towards a future where

circularity becomes the new, profitable

normal.’

Manuel Beja

chairperson Cabka Supervisory Board

Manuel Beja was Chairperson of the

Supervisory Board at CABKA N.V.. On

February 19, 2024 he was succeeded by

Niek Hoek. Together they look back on 2023

– and ahead.

Strength to grow

Cabka Annual Report 2023 – 73

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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% ~99.99% 1 Share 100%

partnership

general partner

Legend

company

shareholding

~99.99%

Cabka Annual Report 2023 – 74

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Cabka N.V.

Commercial

Excellence

CTIO

Javier Fernández

CPO

Irina Mengert

Managing

Director CNA

Group

Treasury

Finance

Global SHEQHR

Product

development

Quality

Assurance

Recycling &

Materials

Global Tooling

Process and

Automation

ESG

Sales

Group

Purchasing

Sales Director

Eco Products

New Business

Development

Site Managers

COO

Geert de Wilde

Corporate

Strategy

Manager

Master Data &

Auth. Specialist /

ERP Coordinator

General

Counsel

Group

Controlling

Frank Roerink, CFOTim Litjens, CEO

Executive Committee as of Jan 1, 2024

CCO

Naiara Loroño

Cabka Annual Report 2023 – 75

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Corporate governance Financial reportManagement report ESG

This report provides further information on the way the Supervisory

Board performed its duties in 2023. 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

The composition of Cabka’s Supervisory Board is diverse in gender,

nationality, background, knowledge, experience and expertise. As

detailed in Promoting Diversity, Equality and Inclusion section and in

line with Cabka's Diversity Policy, Cabka strives to foster an inclusive

and diverse environment characterised by an open and inspirational

culture. This commitment extends to the composition of the

Supervisory Board, which actively promotes diversity across various

dimensions, including age, gender, nationality, industry experience,

background, skills, knowledge and perspectives. In 2023, women

accounted for 33% of Cabka's Supervisory Board, in accordance

with both our internal target and the Dutch legislative requirement

of at least 33% male or female Supervisory Board members to

ensure gender balance.

Three members are Dutch, two Israeli, and one Portuguese. The

Board’s current members are Manuel Beja (Chair until February 18,

2024), Niek Hoek (Chair since February 19, 2024), Gat Ramon,

Jeanine Holscher, Stephan Nanninga, and Tova Posner Henkin. 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 main shareholder Gat Ramon is represented on

the Supervisory Board. Niek Hoek and Stephan Nanninga do not

represent the shareholders of the former Dutch Star Companies

TWO B.V. anymore. All the former Dutch Star Companies TWO B.V.

shareholders hold their shares directly including full voting rights

having no restrictions. As a result, five members of the Supervisory

Board, Manual Beja, Jeanine Holscher, Tova Posner Henkin, Niek

Hoek and Stephan Nanninga are fully independent and one, Gat

Ramon, represents the major shareholder.

Supervisory

Board Report

All information on the Supervisory Board can be found in the investor section of the company website www.investors.cabka.com

Cabka Annual Report 2023 – 76

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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 Board and Management Board), the latter operate

combined. 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’.

Cabka Annual Report 2023 – 77

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Cabka Supervisory Board

key data and attendance records

MANUEL BEJA NIEK HOEK GAT RAMON 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

Current positions Professional Women

Network Lisbon,

Mentoring Program:

mentor and member

of the advisory

board; coordinator of

the technical team,

pro bono

Founder DSC2 &

Brandaris Capital,

Chairman Supervisory

Boards of Van Oord

and

Anthony Veder N.V.

(Netherlands

Antilles);

member Supervisory

Board

BESI N.V.; member

of the foundation

Pref. shares NEDAP

Major shareholder

and advisor to Cabka

CEO of Blokker B.V.

and COO of Mirage

Retail Group B.V.;

Supervisory Board

member of Espria,

and chairperson

of the Supervisory

Board of the

Foundation Dutch

Order of Professional

Coaches

Founder DSC2;

member of the

Supervisory Board of

CM.com, Bunzl Plc

and IMCD N.V.

Chairperson of the

Board of Directors of

Plasson Ltd.; Non-

executive board

member OSG – Oran

Safety Glass Ltd.;

Biobee Ltd. and

Nirotek; advisory

board member

Starplast Industries

Past positions Several executive

positions at Novabase

(1997 - 2018), in

Portugal and Brazil,

chairperson of the

board of directors

of TAP Air Portugal

(2021-2023)

CEO (2001-2014) and

CFO (1997-2001) Delta

Lloyd N.V.; Executive

functions at Royal

Dutch Shell

Founder of Cabka

in 1994. Since its

establishment and

until listing, he served

as Managing Director/

President of Cabka.

Investor in start-

ups with a focus

on innovative

technologies such as

energy, mobility, and

smart living

Senior management

functions at various

companies, such as

Amsterdam RAI, HEMA

and Macintosh Fashion

NL (1998-2018)

Executive functions

at various companies,

including Intergamma,

Technische Unie, CRH

and Royal Dutch Shell

in the Netherlands

and abroad. Board

member SHV Holdings

N.V. (2007-2016) from

2014 as CEO

CEO of Plasson

Industries Ltd. (2007

to 2013); several

executive positions in

India, Brazil, France

and the U.S.

Cabka Annual Report 2023 – 78

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Number of SB positions in Dutch listed entities

1 3 1 1 3 1

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

Roles

Role - SB Chair Vice-Chair Vice-Chair Member Member Member

Role - Audit Ctee Member Member Member Member n.a. Chair

Role - Rem. and Nomination Ctee Member n.a. Member Chair Member n.a.

AT TENDANCE

Attendance – SB 100% 100% 67% 92% 92% 100%

Attendance – AC 100% 100% 40% 60% n.a. 100%

Attendance – RNC 100% n.a. 50% 100% 100% n.a.

The retirement schedule for the Supervisory Board can be found in the Articles of Association for the Supervisory Board in the investor section of the company website www.investors.cabka.com

Supervisory Board meetings

In 2023, the Supervisory Board had five main meetings:

two online meetings and three face-to-face meetings. The

face-to-face meetings took place in Spain, The Netherlands,

and Germany. The Supervisory Board meetings in Spain 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.

We continued our approach by investing time in two site

visits in 2023. This fosters interaction with employees

across different areas of the company and provides

Supervisory Board members with opportunities for

continuing education.

The first site visit of 2023 took place in Valencia (Spain)

where the local management offered a tour in and around

the innovation center and lab. The second site visit was

in Berlin (Germany), Cabka’s corporate office, where key

departments on group level are located: legal, people and

culture, purchase, controlling, IT and ESG. During the site

visit in Valencia the members of the Supervisory Board were

able to receive a full picture of Cabka’s product development

and material testing process. In Berlin, the Supervisory board

members received an overview of the key departments on

group and their interactions with the other Cabka entities.

Employees and Supervisory Board members were able

to discuss and exchange information in a positive and

transparent atmosphere. The Supervisory Board shared its

impressions with one another and with the Management

Board members who also participated in the two site visits.

Cabka Annual Report 2023 – 79

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Information gathering

Monthly updates 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. The

Supervisory Board also held online meetings to discuss

and approve the first half-year results of 2023. There

were also online meetings in 2023 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. 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.

Meetings attendance of the Supervisory Board and the

Committees can be found in the table on the previous page.

Main items discussed by the Supervisory Board in 2023

The Supervisory Board performed 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 relevant at any given point

in time. Besides the recurring standard agenda items the

following main items were on the agenda.

- Strategy

In 2023 the Management Board prepared an

encompassing Top Priorities Plan, to structure and align

all global and local projects with the vision, mission

and strategy of the company. Three strategic pillars,

built around Cabka’s competitive advantages, form the

foundation. For each strategic pillar clear actions were

defined to drive the strategy execution agenda. The

Supervisory Board was updated every meeting of the

progress achieved.

- People and organizational

Based on advice and recommendations of the

combined Nomination and Remuneration committee,

the Supervisory Board provided active support to the

Management Board in recruiting and building the crucial

management positions below Management Board level, to

form the executive committee.

The combined Nomination and Remuneration committee

followed by the Supervisory Board discussed the pressure

and function weight for the CFO in a listed environment,

combined with the role in the Management Board. It was

decided to nominate the interim CFO of Cabka N.V. Frank

Roerink as a statutory director and CFO, which was fully

supported by the AGM on June 8, 2023.

The second key decision was to the simplified set up a

new Executive Committee as of January 1, 2024 consisting

of six C-Suite roles. Apart from the CEO, CFO and COO,

the committee approved the following appointments:

Mr. Javier Fernandez as the new Chief Technology and

Innovation Officer. Mrs. Naiara Lorono as the new Chief

Commercial Officer and Mrs. Irina Mengert succeeding

Mr. Wouter van der Woerd as the Chief People Officer.

With effect of February 19, 2024 the Supervisory Board

appointed Mr. Niek Hoek as chairman of the Supervisory

Board. The appointment was supported by the full board,

as part of a rotation following the midterm internal

review. Mr. Manuel Beja will continue as vice chairperson

of the Supervisory Board.

- ESG

The Supervisory Board is fully committed to the ESG

Strategy Project developed by the Management Board.

The project was on the agenda of several meetings in

2023. ESG KPIs were established and reporting and

governance structure discussed. The ESG policy and

reporting for 2023 are incorporated in this annual report.

- Governance

Management Board and Supervisory Board had a chance

to work together in this composition for a full year. This

helped to know each member better and act within the

dynamics of countervailing powers. At times challenging

discussion were held, but the common purpose which is

to create a successful and enjoyable work atmosphere,

was never lost out of mind. The Supervisory Board

invested significant time to develop solid processes and

procedures to support and challenge the Management

Board. The check and balances between the Supervisory

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Corporate governance Financial reportManagement report ESG

and Management Board were compliant to the structure

of a two-tier board with Tim Litjens as CEO and Frank

Roerink as CFO.

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

Relationship Agreement

Supervisory Board Supervisory Board Rules

Terms of Reference Audit

committee

Terms of Reference Nomination

and Remuneration committee

Management Board Management Board Rules

Cabka Group overall Code of Ethics

Insider Trading Policy

Diversity Policy

Environmental Policy

Human Rights Policy

Health and Safety Policy

Whistleblowing Policy

Related Party Transaction 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 all 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.

- Evaluation

A second evaluation of the Supervisory Board took place

at the beginning of 2024. In general, an evaluation will

be performed every three years by an external advisor.

In 2023, the evaluation of the Supervisory Board was

performed by a self-assessment consisting of a written

survey. The outcome of the evaluation was presented to, and

discussed within the Supervisory Board in February 2024.

The Management Board’s performance is (in-) directly

assessed as part of the evaluation and 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

Cabka Annual Report 2023 – 80

Cabka Annual Report 2023 – 81

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their 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.

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 four

times in 2023. The CFO and the Chief People Officer were

invited to attend the Committee’s discussions on a caseby-

case basis. The recommendations and minutes of all

Nomination and Remuneration Committee meetings were

shared with the Supervisory Board. This feedback included

advice and recommendations regarding topics to be

approved by the Supervisory Board. The Supervisory Board

also has access to all the meeting materials posted for the

Nomination and Remuneration Committee meetings.

In 2023, discussions in the Nomination and Remuneration

committee focused on establishing a new Executive

Committee. 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 2023. The Nomination and Remuneration committee

prepared the Supervisory Board to nominate the interim

CFO of Cabka N.V. Frank Roerink as a statutory director

and CFO which was approved by the AGM on June 8, 2023.

The full Terms of Reference of the Nomination and

Remuneration committee can be found on the company

website under Corporate Governance.

General meeting of shareholders

The General Meeting of Shareholders, which is held

annually and normally at the end of May. Shareholders

physically can attend the meeting, ask questions and vote

in person. Voting results are made available on our website

immediately after the meeting. Within three months of

the meeting, the draft minutes of the meeting are made

available on our website for comments for a period of three

months, after which the report is adopted by the Chair of

the Supervisory Board and the Company Secretary. The

definitive minutes are published on our website.

Important matters that require the approval of the

General Meeting of Shareholders are:

• Adoption of the annual accounts;

• Adoption of profit appropriation and dividend allocation;

• Significant changes to the company's corporate

governance;

• Appointment, suspension, or dismissal of the members

of the Management Board and the Supervisory Board;

• Remuneration policy of the Management Board and the

Supervisory Board;

• Remuneration report of the Management Board and the

Supervisory Board;

• Discharge from liability of the members of the

Management Board for the exercise of their duties;

• Discharge from liability of the members of the

Supervisory Board for the exercise of their duties;

• Appointment of the external auditor;

• Authorization to issue or purchase shares in Cabka's

capital, and the cancellation of repurchased shares;

• Designation of the management board, subject to

approval of the supervisory board, as the competent

body to restrict or exclude pre-emptive rights upon

issuance of ordinary shares;

• Adoption of amendments to the articles of association.

Further details about the proposals that the Management

Board or the Supervisory Board can submit to the meeting

and the procedure according to which shareholders

themselves can submit matters for consideration by

the meeting are specified in the company's articles of

association which can be found on our website.

Share Capital and Voting Rights

At the end of 2023, the number of issued and outstanding

ordinary shares amounted to 24,710,600. The ordinary

shares issued and outstanding have equal voting rights

(one share equals one vote).

Cabka Annual Report 2023 – 82

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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

Cabka Annual Report 2023 – 83

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This Remuneration Report is prepared in accordance

with the relevant parts of Section 135, Book 2 of the

Dutch Civil Code, in line with the EU guidelines based on

the EU Shareholders' Rights Directive. The remuneration

is furthermore determined in accordance with the

remuneration policy adopted at the Annual General

Meeting and effective as per 8 June 2023.

Introduction and Composition of the remuneration policy

Cabka’s remuneration policy aligns with the company’s

long-term development and strategy, taking into

account the company’s vision, mission and values. The

Remuneration Policy aims to motivate and retain highly

qualified individuals, with a reward structure that is set on

the basis of achieving a balance between short-term and

long-term objectives, whilst promoting behavior geared

towards long-term value creation for all stakeholders. As

such, we have defined guiding principles that ensure that

our remuneration policy and approach to remuneration

sufficiently reﬂect these objectives.

Cabka places sustainability at the core of its strategy. The

company’s sustainability objectives are increasingly being

integrated into its remuneration structure both in short-

term and long-term.

The last update of the remuneration policy was adopted by the

General Meeting and became effective as per 8 June 2023.

The following table details the key changes applied to the

Remuneration policy compared the previously adopted policy:

Remuneration

Report of

Cabka N.V.

This report explains how the remuneration policy has been put into practice

over the financial year 2023 by Cabka N.V. (“Company”), and it details the

remuneration which has been paid to or accrued by the individual members of

the Management Board and Supervisory 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).

Cabka Annual Report 2023 – 84

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Management Board remuneration

KEY CHANGES 2022 POLICY 2023 POLICY RATIONALE

Introduction of a Short-Term Incentive Plan This policy did not include a short-term

incentive for the Managing Directors.

A short-term plan for the CFO and CEO was

introduced:

- one monthly salary, subject to the

company achieving an EBITDA of €32m in

the previous year; and

- subject to the company achieving a higher

EBITDA (than €32m), an additional monthly

salary for every €1.5m EBITDA exceeding

an EBITDA of €32m in the financial year

2023 (calculated proportionally

)

Motivating the Managing Directors to

achieve outstanding results and to reward

the Managing Directors with a competitive

remuneration package which is linked to the

growth and share value of the Company.

Annual base fee of the CFO Policy stipulated an annual maximum base

fee for the CFO of EUR 225,000.

Annual maximum base fee for the CFO was

increased to EUR 320,000.

A competitive remuneration package for

the CFO, which is linked to the growth and

share value of the Company.

Supervisory Board remuneration

Following yearly compensation was

stipulated:

- SB Chair: €40,000

- SB member: €30,000

- committee membership: €3,000

- daily/travel expenses: €2,500

The yearly compensation for the

Supervisory Board members was raised as

follows:

-SB Chair: €42,600

-SB member: €31,950

-committee membership: €3,195

-daily/travel expenses: €2,662.50

An inﬂation correction of 6,5% was applied

Cabka Annual Report 2023 – 85

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Management Board remuneration 2023

The remuneration package for the Management Board

comprises the following:

• fixed annual base salary;

• a short-term incentive scheme plan

• participation in a share option scheme;

• for the CEO: participation in a performance share scheme

• other benefits

Cabka does not grant any loans, guarantees or advance

payments to members of the Management Board.

As of February 1, 2023 the former CFO, Mr. Necip Küpcü,

stepped down and Mr. Frank Roerink was appointed as

interim CFO. In the AGM held on June 8, 2023, Mr. Frank

Roerink was appointed as CFO and as a member of the

Management Board for a term of four years, which will be

reassessed at the AGM to be held in 2027.

Upon appointment, the key terms of his employment

agreement were:

- Annual base salary of €320,000.

- All other remuneration components are in line with the

company’s remuneration policy for the Management Board.

Fixed annual salary

The annual maximum base fee of the members of the

Management Board has been set by the Supervisory Board

on a level reﬂecting the responsibilities and is currently

maximized to € 425,000 for the CEO and

€ 320,000 for the CFO.

Annually, the Supervisory Board may re-evaluate the base

fee of the Management Board by the, 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.

During 2023, the Supervisory Board re-evaluated the base

fee and as a result, it was decided to raise the annual

maximum base fee for the CEO to € 462,543 effective as

of April 1, 2023, with a service contract solely to Cabka

N.V. going forward. With this, the former German service

contract between the CEO and Cabka Group GmbH was

terminated.

Other benefits

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.

Short-term incentive plan

The objective of the short-term incentive plan is to

motivate the Managing Directors to achieve outstanding

results for the benefit of the long-term value creation

of the Company, and to reward the Managing Directors

with a competitive remuneration package which is linked

to the growth and share value of the Company. This is in

line with the strategic vision of the Company, which also

focuses on long term value creation. Scenario analyses

are conducted to assess the possible outcomes of the

variable remuneration components and their effect on the

remuneration of the Management Board.

The Managing Directors were entitled to a short-term

incentive of:

- one (1) monthly salary, subject to the Company achieving

an EBITDA of EUR 32,000,000 in the previous financial

year; and

- subject to the Company achieving a higher EBITDA

(than EUR 32,000,000), an additional monthly salary for

every EUR 1,500,000 EBITDA exceeding an EBITDA of

EUR 32,000,000 in the financial year 2023 (calculated

proportionally).

There was no payout of the short-term incentive plan for

2023, as the EBITDA target of EUR 32,000,000 was not met.

Cabka Annual Report 2023 – 86

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Total overview of remuneration per Management Board member for 2023:

Remuneration Management board 2023

FIXED VARIABLE

IN EURO X 1,000

FIXED

REMUNERATION VSOP EXPENSES PSU EXPENSES PS EXPENSES

OTHER

COMPENSATION

TOTAL

REMUNERATION

FIXED

VARIABLE

T. Litjens

2023

451 - 131 164 11

757 60% 40%

2022 375 1,036 115 137 11

1,674 22% 78%

F. R o er ink

2023 285 - 5 - 11

301 95% 5%

2022 - - - - -

- - -

N. Küpcü (Former CFO)

2023

19 - 2 - -

21 90%

10%

2022

225 114 25 - 10

374 60%

40%

Total - 2023

755 - 138 167 22

1,079 70% 30%

Total - 2022

600 1,150 140 137 21

2,048 29% 71%

Cabka Annual Report 2023 – 87

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Internal Pay Ratio

In setting the remuneration policy for the members of

the Management Board, the Supervisory Board also takes

into account the internal pay ratio. The internal pay ratio

between the average pay of Cabka employees vis-à-vis the

average pay of the CEO is calculated based on the average

2023 remuneration of all Cabka employees vis-à-vis the

2023 remuneration of the CEO.

The 2023 pay ratio is 10:1 (2022: 25:1) for the CEO. The

pay ratio 2023 and 2022 is based on the specific guidance

provided by the Monitoring Commissie Corporate

Governance Code in December 2020 on the calculation

methodology of the pay ratio.

The following table provides an overview of the

remuneration of the members of the Management Board

over the period since listing of the company’s shares and the

percentage change year on year:

Management Board member

IN EURO X 1,000 2023 % CHANGE 2022

T. Litjens

757

55% 1,674

F. Ro er ink

301

n/a -

N. Küpcü (Former CFO)

-93% 374

Average employee

salary

5% 68

Options and shares

The Company 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 of Cabka a PSU plan

were granted on March 1, 2022. Additional rights were granted

to the CFO per his appointment date on June 8, 2023.

If the price hurdles have not been reached within five years

after the date of grant, the PSU’s will automatically lapse.

Additionally, the CEO has a performance share plan. For

both plans the Management Board has a holding period of

five (5) years as of the grant date. By using a holding period

of five (5) 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

Cabka Annual Report 2023 – 88

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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

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

CEO: GRANTED PER 1 MARCH 2022, EXPIRE DATE 1 MARCH 2027

CFO: GRANTED PER 8 JUNE 2023, EXPIRE 8 JUNE 2028

STRIKE

PRICE TIM LITJENS

FRANK

ROERINK 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

Prior to listing Cabka had a Virtual Share Plan (VSOP) for key

staff in place that terminated at listing.

As disclosed in Note 32 of the consolidated financial

statements, 2/3rd, (respectively T. Litjens 250,013 and N.

Küpcü 27,502 shares) of the former VSOP program 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.

Supervisory Board remuneration 2023

The remuneration of the members of the Supervisory

Board comprises the following:

• Fixed annual fee;

• travel expenses and other expenses;

Fixed annual Fee

The remuneration policy determines the annual fees for

each position of the Supervisory Board, separated into

membership and chairpersonship of the Supervisory Board

and membership and chairpersonship of a committee.

The AGM on June 8, 2023 approved an inﬂation increase

of 6.5% for the compensation of the supervisory board

directors and raised the compensation effective as of

April 1, 2023 as follows: The fixed compensation for the

chair of the Supervisory Board has been set at €42,600

per year. The other Supervisory Directors will receive a

fixed compensation of €31,950 per year. The Supervisory

Directors will receive an additional €3,195 per membership,

if any, of the following committees: Audit Committee,

Remuneration Committee and nomination committee.

Cabka Annual Report 2023 – 89

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Travel Expenses and Other Expenses

Members of the Supervisory Board are entitled to a

reimbursement for daily and travel expenses of an amount

of up to €2,662.50 per year.

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 10 January 2022 and as stated 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

Total overview of remuneration per Supervisory Board member for 2023:

Remuneration Supervisory board

FIXED REMUNERATION

VARIABLE

REMUNERATION

IN EURO X 1,000 MEMBERSHIP COMMITTEES

TRAVEL

AND OTHER

EXPENSES

TOTAL

REMUNERATION

% OF FIXED

REMUNERATION

% OF VARIABLE

REMUNERATION

M. Beja

42 6 3

51 95% 5%

G. Ramon

32 6 3

41 94% 6%

N. Hoek

32 3 3

38 93% 7%

T.P. Henkin

32 3 3

38 93% 7%

J. Holscher

32 6 3

41 94% 6%

S. Nanninga

32 3 3

38 93% 7%

Total - 2023 202 29 16 246 94% 6%

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The following table provides detail on the total

remuneration received by each Supervisory Board

member in accordance with the period the company's

shares are traded on Euronext:

IN EURO X 1.000 2023 2022

M. Beja 51

G. Ramon 41

N. Hoek 38

T.P. Henkin 38

J. Holscher 41

S. Nanninga 38

Total remuneration 246

191

In addition, the majority shareholder RAM.ON GmbH

(formerly known as RAM.ON finance GmbH, managed

by the founder of Cabka Gat Ramon and Heike Ramon)

has a consultancy agreement with Cabka for services as

disclosed in the Shareholder Circular for a total of

€ 500,000, which was increased as of January 1, 2023 due

to a inﬂation correction as stipulated in the consultancy

agreement to an amount of € 520,168.

Furthermore, Gat Ramon is an indirect shareholder of

the Company via the legal entity RAM.ON GmbH, which

is controlled by Gat Ramon. Niek Hoek and Stephan

Nanninga are also shareholders of the Company. The

other Supervisory Board members hold no shares in the

Company. The table below shows the shareholdings of the

Supervisory Board members:

SB shareholdings 2023

IN SHARES NIEK HOEK

GAT

RAMON

STEPHAN

NANNINGA TOTAL

Total

number

of shares

495,589 12,118,106 462,389 13,076,084

Cabka Annual Report 2023 – 91

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Cabka Annual Report 2023 – 92

Transformation Matters

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Financial

report 2023

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I. Consolidated Statement of Comprehensive Income

for the year ending on December 31, 2023 and 2022

Consolidated Statement of Profit and Loss

IN EURO X 1,000 NOTES 2023

2022

Revenue

196,888 208,893

Change in inventories of finished goods and work in

progress

-7,359 4,199

Other operating income

9,322 13,696

Total Operating income

198,851 226,788

Material expenses / expenses for purchased services

-102,226 -131,494

Personnel expenses

-42,566 -40,425

Amortization/depreciation and impairment of intangible

and tangible fixed assets

17, 18

-17,124 -18,023

Other operating expenses

-34,266 -43,582

Share listing expenses

- -26,764

Total Operating expenses

-196,182 -260,288

Finance income

308 1,588

Finance expenses

-4,186 -2,390

Net Financial Result

-3,878 -802

Result before taxes

-1,209 -34,302

Income tax (expense)/income

-332 4,480

Result for the year

-1,541 -29,822

Attributable to:

Non-controlling interest

- -77

Equity holders of CABKA N.V.

-1,541 -29,745

Other comprehensive income

IN EURO X 1,000 NOTES 2023 2022

Result for the year

-1,541 -29,822

Items that may subsequently be reclassified to profit or loss

Exchange differences on translation of foreign operations

166 -1,153

Total comprehensive (loss) / income

-1,375 -30,975

Attributable to:

Non-controlling interest

- -77

Equity holders of CABKA N.V.

-1,375 -30,898

Earnings per share

Basic = Diluted, profit for the year attributable to

ordinary equity holders of the parent

16 -0.06 € -1.28 €

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, 2023 and 2022

Consolidated Statement of Financial Position

IN EURO X 1.000

NOTES 2023 2022

ASSETS

Non-current assets

Intangible assets 17 2,813 687

Property, plant and equipment 18 80,794 68,885

Right of Use assets 19 10,170 8,730

Long-term financial assets 20 90 91

Other long-term assets

21 17 85

Deferred tax assets 26 7,967 7,302

101,851 85,780

Current assets

Inventories 22 32,058 41,738

Trade receivables 23 27,574 31,769

Short-term financial assets 20 42 25

Other short-term assets 24 12,609 8,767

Cash and cash equivalents 25 7,252 21,035

79,535 103,334

181,386 189,114

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statement of Financial Position

IN EURO X 1,000

NOTES 2023 2022

LIABILITIES

Equity

Share capital 27 408 405

Treasury shares 27 -160 -164

Share premium 27 77,687 75,125

Other reserves 29 7,762 11,035

Retained earnings -13,588 -12,139

Foreign currency translation reserve 30 -1,372 -1,533

70,737 72,729

Non-current liabilities

Long-term financial liabilities 31 43,259 38,458

Other long-term liabilities 32 - 16

Deferred tax liabilities 26 88 490

43,347 38,964

Current liabilities

Short-term financial liabilities 31 20,764 27,281

Provisions 33 838 732

Contract liabilities

32 4,373 6,776

Trade payables 32 32,578 35,241

Other short-term liabilities 32 8,749 7,391

67,302 77,421

181,386 189,114

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IN EURO X 1,000

CAPITAL

PREMIUM

TREASURY

OTHER

RESERVES

FOREIGN

CURRENCY

EXCHANGE

RESERVE

RETAINED

EARNINGS

NON-

CONTROLLING

INTEREST TOTAL EQUITY

At January 1, 2022 3,363 12,982 - - -380 17,606 58

33,629

Loss for the year - - - - -

-29,745

-77

-29,822

Other comprehensive (loss)/income for the year - - -

-1,153 - -

-1,153

Other comprehensive (loss)/income for the year - - - - -1,153 -29,745 -77 -30,975

Recapitalization of share capital Cabka Group GmbH (“CABKA”)

into share capital Dutch Star Companies Two B.V. (“DSC2”)

-3,024 3,188 -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 of the Company -2,958 62,143 -164 11,035 - - 19 70,075

At December 31, 2022 405 75,125 -164 11,035 -1,533 -12,139 -

72,729

Loss for the year - - - - - -1,541 -

-1,541

Other comprehensive income/(loss)- exchange difference

- - - 166 - - 166

Total comprehensive income/(loss)-for the year - - - - 166 -1,541 - -1,375

Transactions with owners of the Company

Other movements of the year - 15 -

-5 92 - 102

Reclass from VSOP roll-over - 3,681 - - - - -

3,681

Increase of PSU and PS 3 - - 544 - - - 547

Decrease from VSOP roll-over - - - -3,817 - - - -3,817

Decrease of treasury shares at nominal value 0.01 Euro - - 4 - - - - 4

Dividends to equity holders - -1,219 - - - - - -1,219

Sale of treasury shares - 85 - - - - - 85

Total transactions with owners of the Company 3

2,562

4 -3,273 -5 92 -

-617

At December 31, 2023 408 77,687 -160 7,762 -1,372 -13,588 - 70,737

III. Consolidated Statement of Changes in Equity

as at December 31, 2023 and 2022

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IV. Consolidated Statement of Cash Flows

for the year ending on December 31, 2023 and 2022

Consolidated Statement of Cash Flows

IN EURO X 1,000

NOTE 2023 2022

Cash ﬂows from operating activities

Net result after tax -1,541 -29,822

Adjustments for:

Amortization/depreciation of intangible and tangible

fixed assets

17, 18 17,124 18,023

(Loss) on disposal/profit on sale of property, plant &

equipment

18 1,356 6,420

Share-based payment expense 28 545 487

Share listing expenses (non-cash transaction) 37 - 26,764

Other non-cash transactions 45 71

Finance income 13 -308 -1,588

Finance expenses 14 4,186 2,390

Income tax expenses 15, 26 332 -4,480

Net foreign exchange differences 8, 12 255 -134

Changes in:

Inventories 22 9,680 -10,935

Trade receivables and other current assets 23, 24 335 -6,619

Trade payables and other current liabilities 32, 33 -3,600 6,863

Cash generated/(utilized) from operations 28,409 7,440

Income taxes paid 15 -1,222 -2,185

Net cash from/(used in) operating activities 27,187 5,255

Consolidated Statement of Cash Flows

IN EURO X 1,000

NOTE 2023 2022

Cash ﬂow from investing activities

Cash inﬂow from sale of property, plant and equipment 18 721 1,443

Cash outﬂow for investment in property, plant and equipment 18 -30,895 -24,182

Cash outﬂow for investment in intangible assets 17 - -416

Interest received on cash and equivalents 13 203 27

Net cash from/(used in) investing activities -29,971 -23,128

Cashﬂow from financing activities

Cash inﬂow from issue of new shares 37 - 108,452

Cash outﬂow for buyout of Cabka minority shareholders 37 - -63,280

Cash outﬂow for acquisition of non-controlling interests 37 - -1,822

Cash outﬂow share issuance costs 37 - -1,661

Cash inﬂow from sale of treasury shares 27 85 -

Cash outﬂow for dividend payments 27 -1,219 -

Cash outﬂow for other financial liabilities 31 - -53

Cash outﬂow for the repayment of liabilities to banks 31 -3,310 -9,696

Cash inﬂow from receipt of liabilities to banks 31 - 5,275

Cash outﬂow for the repayment of lease liabilities 19, 31 -2,470 -2,191

Cash inﬂow from rental purchase liabilities 31 2,500 -

Cash outﬂow for the repayment of rental purchase liabilities 31 -2,727

-2,900

Interest paid 14 -3,913

-2,390

Net cash from/(used in) financing activities -11,054 29,734

Changes in cash and cash equivalents -13,838 11,861

Cash and cash equivalents at the beginning of the year 25 21,035 9,982

Net foreign exchange difference 55 -808

Cash and cash equivalents at the end of the year 25 7,252 21,035

The accompanying notes are an integral part of these consolidated financial statements.

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Section B. Notes to the Consolidated Financial Statements

1. Corporate information

Cabka N.V. is a company, registered in the Chamber of Commerce Amsterdam under

number 80504493. As of 1 March 2024, the Company has moved its registered office to

John M. Keynesplein 10, 1066 EP, Amsterdam, the Netherlands (previously at Johan Cruijff

Boulevard 65-71, 1101 DL Amsterdam, The Netherlands).

Cabka N.V is listed on Euronext Amsterdam. It has subsidiaries in the USA, Spain, Germany

and Belgium. Throughout this report, the name “Cabka”, “Cabka Group“, “the Group”

or “the Company’’ will be used interchangeably to refer to Cabka N.V. including its

consolidated subsidiaries.

Cabka is in the business of recycling plastics from post-consumer and post-industrial waste into

innovative reusable pallets- and large container solutions enhancing logistics chain sustainability

(the so-called “RTP-Business”) and the “Eco-Products-Business”. The latter are sustainable

products made from 100% recycled post-consumer plastic waste. They are used, among other

things, in construction, road and traffic safety, as well as in gardening and landscaping. With

products made approximately 85-90% of recycled plastics Cabka is leading the industry in its

integrated approach closing the loop from waste to recycling, to manufacturing.

The consolidated financial statements of Cabka N.V. and its subsidiaries for the year ending

December 31, 2023 are presented in thousands of Euro, unless indicated otherwise.

Statement of compliance

The consolidated financial statements as of December 31, 2023 have been prepared

in accordance with International Financial Reporting Standards (IFRS) and IFRS IC

interpretations (IFRIC), published by the International Accounting Standards Board (IASB)

as adopted by the European Union (hereinafter referred to as EU-IFRS) and in accordance

with the legal requirements of Part 9, Book 2 of the Dutch Civil Code. The Company financial

statements are an integrated part of the 2023 financial statements of Cabka N.V. The

financial statements were authorized for issue by the Management Board and Supervisory

Board on April 17, 2024.

2. Basis of preparation

These consolidated financial statements of the Group have been prepared in accordance

with International Financial Reporting Standards 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.

2.1 Basis of preparation: Going concern

The accompanying consolidated financial statements of the Group have been prepared

assuming Cabka N.V. will continue as a going concern. The going concern basis of

presentation assumes that we will continue in operation for at least a period of one year

after the date these financial statements are issued and contemplates the realization of

assets and the satisfaction of liabilities in the normal course of business.

The Management Board has assessed the going concern assumption, as part of the

preparation of the consolidated financial statements. In assessing going concern, the Group’s

operations and liquidity were considered in preparing forecasts. The Company is compliant

with agreed bank covenants.

Management’s assessment was based on the assumptions used in the 2024 budget and mid-

term strategic plan 2023-2026. This supports the guidance leading to structurally positive

EBITDA and cash flows. The main key financial ratios, such as equity-ratio and net debt are at

comfortable levels. Based on forecasts, sufficient equity and available cash resources as well

as complying with the agreed financial covenant obligations, Management is of the opinion

that the going concern of Cabka N.V. is assured.

The Group has prepared the financial statements on the basis that it will continue to operate

as a going concern.

Cabka Annual Report 2023 – 98

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Measurement basis

The consolidated financial statements have been prepared on a historical cost basis, except

for financial instruments such as derivatives, Special Shares liabilities, share-based payments

and warrants, which are measured at fair value. Refer to Note 3.4 and 7 for fair value

measurement.

2.3 Accounting judgements and sources of estimation uncertainty

The preparation of the financial statements necessitates the use of estimates, assumptions

and judgements by management. These estimates and assumptions affect the reported

amounts of assets, liabilities and contingent assets and liabilities at the statement of

financial position date as well as the reported income and expenses for the year. Although

estimates are based on management’s best knowledge and judgement of current facts

as at the statement of financial position date, the actual outcome may differ from these

estimates. As a result, there is a significant risk that the aforementioned causes a potential

material adjustment to the carrying amounts of assets and liabilities within the next financial

year, see notes:

• Note 15 – utilization of tax losses

• Note 18 – impairments of property, plant and equipment

• Note 19 – lease liabilities

• Note 28 – accounting for share-based payments

• Note 33 – provisions

• Note 34 – financial instruments risk management

Where relevant, the group has provided sensitivity analyses demonstrating the impact of

changes in key estimates and assumptions on reported results.

2.4 Presentation of cash flow statement

The consolidated statement of cash flows is prepared using the indirect method. The cash

flow statement distinguishes between operating, investing and financing activities. Cash

flows in foreign currencies are converted at the exchange rate at the dates of the

transactions. Currency exchange differences on cash held are separately shown. Payments

and receipts of corporate taxes are included as cash flow from operating activities and

interest paid is shown as cash flow from financing activities. Cash flows as a result from

acquisition/divestment of financial interest in subsidiaries and associates are included as

cash flow from investing activities, taking into account the available cash in these interests.

Dividends paid are part of the cash flow from financing activities.

3. Summary of significant accounting policies

Cabka N.V. has consistently applied the following accounting policies to all years presented

in these consolidated financial statements.

3.1 Basis of consolidation

3.1.1 Subsidiaries

The consolidated financial statements comprise the financial figures of the Company and its

subsidiaries as of December 31, 2023. Control is achieved when the Group is exposed, or

has rights, to variable returns from its involvement with the investee and has the ability to

affect those returns through its power over the investee. Subsidiaries are fully consolidated,

from the date on which control is transferred to the Group. They are deconsolidated from

the date that control ceases.

Profit or loss and each component of Other Comprehensive Income (OCI) are attributed

to the equity holders of the parent of the Group and to the non-controlling interests, even

if this results in the non-controlling interests having a deficit balance. When necessary,

adjustments are made to the financial statements of subsidiaries to bring their accounting

policies in line with the Group’s accounting policies.

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3.1.2 Transactions eliminated on consolidation

All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to

transactions between members of the Group are eliminated in full on consolidation.

3.1.3 Business combinations

Business combinations are accounted for using the acquisition method. The cost of

an acquisition is measured as the aggregate of the consideration transferred, which is

measured at acquisition date fair value, and the amount of any non-controlling interests

in the acquiree. For each business combination, the Group elects whether to measure the

non-controlling interests in the acquiree at fair value or at the proportionate share of the

acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and

included in administrative expenses.

3.1.4 Changes in ownership structure

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for

as an equity transaction.

3.2 Foreign currencies

The Group’s consolidated financial statements are presented in Euros, which is also the

parent company’s functional currency. For each entity, the Group determines the functional

currency and items included in the financial statements of each entity are measured using

that functional currency. The Group uses the direct method of consolidation and on disposal

of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the

amount that arises from using this method.

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective

functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the

functional currency spot rates of exchange at the reporting date. Differences arising on

settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rates at the dates of the initial transactions. Non-monetary items

measured at fair value in a foreign currency are translated using the exchange rates at the date

when the fair value is determined. The gain or loss arising on translation of non-monetary items

measured at fair value is treated in line with the recognition of the gain or loss on the change

in fair value of the item (i.e., translation differences on items whose fair value gain or loss is

recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).

In determining the spot exchange rate to use on initial recognition of the related asset,

expense or income (or part of it) on the derecognition of a non-monetary asset or non-

monetary liability relating to advance consideration, the date of the transaction is the

date on which the Group initially recognizes the non-monetary asset or non-monetary

liability arising from the advance consideration. If there are multiple payments or receipts

in advance, the Group determines the transaction date for each payment or receipt of

advance consideration.

On consolidation, the assets and liabilities of foreign operations are translated into Euro at

the rate of exchange prevailing at the reporting date and their statements of profit or loss

are translated at exchange rates prevailing at the dates of the transactions. The exchange

differences arising on translation for consolidation are recognized in OCI. On disposal of

a foreign operation, the component of OCI relating to that particular foreign operation is

reclassified to profit or loss.

3.3 Current and Non-Current Classification

The Group presents assets and liabilities in the statement of financial position based on

current/non-current classification. An asset is current when it is:

• Expected to be realized or intended to be sold or consumed in the normal operating cycle,

• Held primarily for the purpose of trading,

• Expected to be realized within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability

for at least twelve months after the reporting period.

All other assets are classified as non-current

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A liability is current when:

• It is expected to be settled in the normal operating cycle,

• It is held primarily for the purpose of trading,

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve

months after the reporting period.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are

classified as non-current assets and liabilities.

3.4 Fair Value Measurement

The Group measures financial instruments such as derivatives at fair value through profit and

loss.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at the measurement date. The fair value

measurement is based on the presumption that the transaction to sell the asset or transfer

the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or

liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market

participants would use when pricing the asset or liability, assuming that market participants

act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s

ability to generate economic benefits by using the asset in its highest and best use or by

selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for

which sufficient data are available to measure fair value, maximizing the use of relevant

observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial

statements are categorized within the fair value hierarchy, described as follows, based on

the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or

liabilities.

• Level 2 — Valuation techniques for which the lowest level input that is significant to the fair

value measurement is directly or indirectly observable.

• Level 3 — Valuation techniques for which the lowest level input that is significant to the fair

value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements at fair value on a

recurring basis, the Group determines whether transfers have occurred between levels

in the hierarchy by re-assessing categorization (based on the lowest level input that is

significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and

liabilities on the basis of the nature, characteristics and risks of the asset or liability and the

level of the fair value hierarchy, as explained above.

Fair value related disclosures for financial instruments and non-financial assets that are

measured at fair value or where fair values are disclosed, are summarized in the following

notes below.

For a summary of the categories specific to Cabka, refer to fair value measurement (Note 7).

Cabka Annual Report 2023 – 101

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3.5 Property Plant and Equipment

3.5.1 Owned assets

Plant and equipment are stated at cost, net of accumulated depreciation and accumulated

impairment losses, if any. The costs include the purchase price and any directly attributable

transaction costs. Supplier discounts have been deducted.

Self-developed assets are stated at cost, net of depreciation and accumulated impairment

losses, if any. The costs include directly attributable transaction costs, such as for material

and personnel.

Prepayments at the stage of assets under construction are stated at cash value.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the

assets, as follows:

• Buildings 25 to 50 years

• Technical equipment and machines 3 to 15 years

• Other equipment, factory and office equipment, vehicles 3 to 15 years.

The Group reviews the estimated residual values and expected useful lives of assets at least

annually. In particular, the Group considers the impact of health, safety, and environmental

legislation in its assessment of expected useful lives and estimated residual values.

The residual values, useful lives and methods of depreciation of property, plant and equipment

are reviewed at each financial year end and adjusted prospectively, if appropriate.

3.5.2 Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease.

A contract is, or contains, a lease if the contract conveys the right to control the use of

an identified assets for a period of time in exchange for consideration. To assess whether

a contract conveys the right to control the use of an identified asset, the Group uses the

definition of a lease in IFRS 16.

The Group applies a single recognition and measurement approach for all leases, except

for short-term leases and leases of low-value assets. The Group recognizes lease liabilities to

make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognizes right-of-use assets at the commencement date of the lease (i.e.,

the date the underlying asset is available for use). Right-of-use assets are measured at

cost, less any accumulated depreciation and impairment losses, and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of

lease liabilities recognized, initial direct costs incurred, and lease payments made at or

before the commencement date less any lease incentives received. Right-of-use assets are

depreciated on a straight-line basis over the shorter of the lease term and the estimated

useful lives of the assets, as follows:

• Land and buildings, plant, and machinery 3 to 15 years

• Motor vehicles and other equipment 3 to 5 years

Lease Liabilities

At the commencement date of the lease, the Group recognizes lease liabilities measured at

the present value of lease payments to be made over the lease term. The lease payments

include fixed payments (including in-substance fixed payments) less any lease incentives

receivable, variable lease payments that depend on an index or a rate, and amounts

expected to be paid under residual value guarantees. The lease payments also include

the exercise price of a purchase option reasonably certain to be exercised by the Group

and payments of penalties for terminating the lease, if the lease term reflects the Group

exercising the option to terminate.

In calculating the present value of lease payments, the Group applies the interest rate of

the contract if applicable. In case of contracts, where the interest rate implicit in the lease

cannot readily be determined, it uses its incremental borrowing rate (IBR) to measure lease

liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a

similar term, and with a similar security, the funds necessary to obtain an asset of a similar

value to the right-of-use asset in a similar economic environment. After the commencement

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date, the amount of lease liabilities is increased to reflect the accretion of interest and

reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification,

a change in the lease term, a change in the lease payments (e.g., changes to future payments

resulting from a change in an index or rate used to determine such lease payments) or a

change in the assessment of an option to purchase the underlying asset.

The group presents right-of-use assets in ''Right-of-Use assets'' and lease liabilities in

“Financial liabilities” in the statement of financial position. Interest on lease liabilities is

included in “Interest expense” in the income statement and included in the cash flows from

financing activities in the statement of cash flows. The group’s leasing arrangements relate

primarily to office buildings, warehouse space, equipment and motor vehicles.

Lease expenses – short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term

leases of machinery that have a lease term of 12 months or less and lease of low-value assets.

Individual lease assets with a new value of € 5,000 or less (or any other foreign exchange

equivalent) are considered to be low value assets. The Group recognizes the lease payments

associated with these leases as an expense on straight-line basis over the lease term.

3.6 Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost.

Following initial recognition, intangible assets are carried at cost less any accumulated

amortization and accumulated impairment losses.

There are only intangible assets with finite useful lives at the Group. Intangible assets

with finite lives are amortized over the useful economic life and assessed for impairment

whenever there is an indication that the intangible asset may be impaired. The amortization

period and the amortization method for an intangible asset with a finite useful life are

reviewed at least at the end of each reporting period. Changes in the expected useful life

or the expected pattern of consumption of future economic benefits embodied in the

asset are considered to modify the amortization period or method, as appropriate, and are

treated as changes in accounting estimates. The amortization expense on intangible assets

with finite lives is recognized in the statement of profit or loss.

Intangible assets at the Group are split into customer relationships, internally developed

intangible assets, purchased intangible assets and advance payments charged.

Self-developed intangible assets are stated at cost, net of amortization and accumulated

impairment losses, if any. The costs include directly attributable transaction costs, such as

for material and personnel.

The Group capitalizes and recognizes, as internally generated assets, the automation and

development costs arising from the design and development of new assets in order to

ensure maximum customization of final products.

All categories of intangible assets are considered long term intangible assets and are

amortized on a straight line basis over their useful economic life, between 3 and 5 years.

3.7 Financial Instruments and other investments

Financial instruments are contracts which result in a financial asset with one company and

a financial liability or an equity instrument with another. Financial instruments comprise

primary financing instruments such as receivables and trade payables or also financial

receivables and financial liabilities.

Financial Instruments of the Group include derivative financial instruments such as forward

exchange contracts as well as interest rate swaps and currency swaps.

Financial assets and liabilities are categorized as follows:

1. Assets and liabilities measured at amortized cost

2. Asset and liabilities measured at fair value through profit or loss

3. Asset measured at fair value through other comprehensive income

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A financial asset or a financial liability is initially measured at fair value plus, in the case of the

first and third category, transaction costs.

The subsequent measurement of financial assets and liabilities of the first category is made

at amortized cost or by using the effective interest method.

Financial assets and liabilities of the second category are measured at fair value on the

balance sheet date. Market fluctuations are recognized in the income statement.

3.7.1 Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and

on hand and are carried out at amortized cost.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents

consist of cash and short-term deposits, as defined above, net of outstanding bank

overdrafts as they are considered an integral part of the Group’s cash management.

3.7.2 Trade and other receivables

Trade and other receivables represent the Group’s right to an amount of consideration that

is unconditional. Initial recognition of trade and other receivables at transaction price and

then at amortized cost, subsequently carried less impairment losses or expected credit

losses (see Note 23).

3.7.3 Trade and other payables

Trade and other payables are initially recorded at fair value and then carried at amortized cost.

3.8 Inventories

Raw materials and supplies, spare parts and trading goods are valued at acquisition costs on

an average price basis.

Finished and work in progress goods are valued at the lower of cost or net realizable value.

The production costs include material costs, manufacturing costs, and special costs of

production as well as adequate parts of the necessary material costs, manufacturing costs,

and the value consumption of the fixed assets.

Reasonable costs of the administration costs are also included in those costs.

3.9 Impairments

3.9.1 Financial assets

The Group recognizes impairments for financial assets based on the ‘expected credit loss’

model. The Group measures loss allowances at an amount equal to the lifetime expected

credit losses.

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are

measured as the present value of all cash shortfalls, being the difference between the cash

flows due to the entity in accordance with the contract and the cash flows that the Group

expects to receive.

The Group makes use of the simplified method for trade receivables and contracts assets as

set out in IFRS 9. The expected credit losses for significant financial assets are determined

on an individual basis. The remaining financial assets are assessed collectively in groups of

assets that have similar credit risk characteristics.

All impairment losses are recognized in the consolidated statement of profit and loss.

An impairment loss is reversed if the reversal can be related objectively to an event

occurring after the impairment loss was recognized.

For financial assets measured at amortized cost, the reversal is recognized in profit or loss.

3.9.2 Non-financial assets

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred

tax assets, are reviewed at each reporting date to determine whether there is any indication of

impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For intangible assets that have indefinite lives or that are not yet available for use, the

recoverable amount is estimated at each reporting date.

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The recoverable amount of an asset or cash-generating unit is the greater of its value in use

and its fair value less costs to sell. In assessing value in use, the estimated future cash flows

are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. For the

purpose of impairment testing, assets are grouped together into the smallest group of

assets that generates cash inflows from continuing use that are largely independent of the

cash inflows of other assets or groups of assets (the ‘cash generating unit’).

An impairment loss is recognized if the carrying amount of an asset or its cash-generating unit

exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.

3.9.3 Reversal of impairment losses

Impairment losses in respect of goodwill are not reversed. Impairment losses in respect of

other assets are reversed if there has been a change in the estimates used to determine

the recoverable amount. An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined,

net of depreciation or amortization, if no impairment loss had been recognized.

Reversals of impairment losses are recognized in profit or loss. In the reported year no

reversals of impairment losses for other assets occurred.

3.10 Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive)

as a result of a past event, it is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation and a reliable estimate can be made of

the amount of the obligation. When the Group expects some or all of a provision to be

reimbursed, for example, under an insurance contract, the reimbursement is recognized as

a separate asset, but only when the reimbursement is virtually certain. The expense relating

to a provision is presented in the statement of profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a

current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When

discounting is used, the increase in the provision due to the passage of time is recognized as

a finance cost.

3.11 Other assets

Other receivables and other assets are initially recognized at amortized costs. Subsequently

carried at the lower of amortized cost or fair market value. Account is taken of all

identifiable individual risks and general default risks by means of appropriate value

reductions. Specific cases of default lead to the receivable in question being written off.

3.12 Revenue from contracts with customers

Cabka’s business can be split between reusable pallets and large container solutions

enhancing logistics chain sustainability (the so-called “RTP-Business”), as well as “Eco-

Products” which find application mainly in the road safety and construction sector. Cabka

receives a recycling fee from suppliers for handling and recycling of specific post-consumer

waste, so called mixed plastics.

Revenue from contracts with customers is recognized when control of the goods or services

are transferred to the customer at an amount that reflects the consideration to which

the Group expects to be entitled in exchange for those goods or services. The Group has

generally concluded that it is the principal in its revenue arrangements because it typically

controls the goods or services before transferring them to the customer.

Sale of pallets and containers, Eco products, non-strategic products and customized

solutions

Revenue from sale of pallets, containers, Eco products, non-strategic products and

customized solutions is recognized at the point in time when control of the asset is

transferred to the customer, generally on collection of goods by customers ex works.

The Group considers whether there are other promises in the contract that are separate

performance obligations to which a portion of the transaction price needs to be allocated

(e.g., warranties, customer loyalty points). In determining the transaction price for the sale

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of pallets, containers, Eco products and non-strategic products, the Group considers the

effects of variable consideration, existence of a significant financing component, noncash

consideration, and consideration payable to the customer (if any).

Recycling Fees

Recycling fees are compensation for assuming the liability to recycle the mixed plastics.

When mixed plastics are received, the recycling fee is recognized as a liability. This liability

is extinguished when the mixed plastics are recycled in the production process. At that

moment, the liability is released to profit and loss as revenue.

Sale of materials and freights

Revenue from sale of material is recognized at the point in time when control of the asset

is transferred to the customer. Revenue for transportation is recognized over time after

measuring its progress toward complete satisfaction of the performance obligation.

Revenue for customized solutions

In relation to customized solutions, the Group recognizes two performance obligations.

One is related to the development of the tool, with the purpose of providing customized

products to customers, and revenues are recognized over-time using the percentage of

completion method; the second performance obligation relates to delivering customized

final products with specific characteristics to customers and revenues are recognized at a

point in time when products will be delivered. Delivery is defined based on the terms of the

sale contract.

A receivable is recognized if an amount of consideration that is unconditional is due from the

customer (i.e., only the passage of time is required before payment of the consideration is due).

A contract liability is recognized if a payment is received, or a payment is due (whichever

applies first) from a customer before the Group transfers the related goods or services.

Contract liabilities are recognized as revenue when the Group performs under the contract

(i.e., transfers control of the related goods or services to the customer).

3.12.1 Other operating income

Other operating income includes income from all other operating activities which are not related to

the principal activities of the Company. Other income is recognized when it is probable that future

economic benefits will flow to the Company and when the amount can be measured reliably.

Other operating income at Cabka include, but is not limited to, proceeds from insurance,

governmental subsidies and gains on sale of fixed assets.

3.13 Share capital

3.13.1 Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue

of ordinary shares are recognized as a deduction from equity.

3.13.2 Repurchase, disposal and reissue of share capital (treasury shares)

When own shares recognized as equity are repurchased, the amount of the consideration

paid, including directly attributable costs and net of any tax effects, is recognized as

a deduction from equity. Repurchased shares are classified as treasury shares and

are presented as a deduction from total equity. If treasury shares are sold or reissued

subsequently, the amount received is recognized as an increase in equity, and the resulting

surplus or deficit on the transaction is transferred respectively to or from other reserves.

3.13.3 Dividends

The holders of ordinary shares are entitled to receive dividends as determined from time to

time by the General Meeting of Shareholders. The Management Board has the authority to

decide, with the approval of the Supervisory Board, what portion of the profit will be allocated

to the reserves. If applicable, the declared but unpaid dividends are recognized as a liability.

3.14 Taxes

3.14.1 Current income tax

Current income tax assets and liabilities are measured at the amount expected to be

recovered from or paid to the taxation authorities.

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Current income tax relating to items recognized directly in equity is recognized in equity and

not in the statement of profit or loss. Management periodically evaluates positions taken in

the tax returns with respect to situations in which applicable tax regulations are subject to

interpretation reflects the effect of uncertainty in determining the related taxable profit if it

is not probable that the taxation authority will accept an uncertain tax treatment. .

3.14.2 Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax

bases of assets and liabilities and their carrying amounts for financial reporting purposes at

the reporting date.

Deferred tax liabilities are recognized for taxable temporary differences.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of

unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent

that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced

to the extent that it is no longer probable that sufficient taxable profit will be available to

allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets

are re-assessed at each reporting date and are recognized to the extent that it has become

probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in

the year when the asset is realized or the liability is settled, based on tax rates (and tax laws)

that have been enacted or substantively enacted at the reporting date.

Cabka Group offsets deferred tax assets and deferred tax liabilities if and only if it has

a legally enforceable right to set off current tax assets and current tax liabilities and the

deferred tax assets and deferred tax liabilities relate to income taxes levied by the same

taxation authority on the same taxable entity.

3.14.3 Sales tax

Expenses and assets are recognized net of the amount of sales tax, except:

• When the sales tax incurred on a purchase of assets or services is not recoverable from

the taxation authority, in which case, the sales tax is recognized as part of the cost of

acquisition of the asset or as part of the expense item, as applicable.

• When receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is

included as part of receivables or payables in the statement of financial position.

3.15 Share-based payments

Employees of the Group receive remuneration in the form of share-based payments,

whereby employees render services as consideration for equity instruments (equity-settled

share-based payments transactions) or for cash-payments based on the value of equity

instruments (cash-settled share-based payments).

Equity-settled share-based payments

The cost of equity-settled share-based payments transactions is determined by the fair

value at the date when the grant is made using an appropriate valuation model, further

details of which are given in Note 28.

That cost is recognized in personnel expenses, together with a corresponding increase in

equity (other reserves, as presented in the consolidated statement of changes in equity),

over the period in which the service and, where applicable, the performance conditions

are fulfilled (the vesting period). The cumulative expense recognized for equity-settled

transactions at each reporting date until the vesting date reflects the extent to which

the vesting period has expired and the Group’s best estimate of the number of equity

instruments that will ultimately vest.

The expense or credit in the statement of profit or loss for a period represents the

movement in cumulative expense recognized as at the beginning and end of that period.

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Service and non-market performance conditions are not taken into account when

determining the grant date fair value of awards, but the likelihood of the conditions being

met is assessed as part of the Group’s best estimate of the number of equity instruments

that will ultimately vest. Market performance conditions and any other conditions attached

to an award, but without an associated service requirement (non-vesting conditions) are

reflected within the grant date fair value. Any other conditions attached to an award, but

without an associated service requirement, are considered to be non-vesting conditions.

Non-vesting conditions are reflected in the fair value of an award and lead to an immediate

expensing of an award unless there are also service and/or performance conditions.

No expense is recognized for awards that do not ultimately vest because non-market

performance and/or service conditions have not been met. Where awards include a market

or non-vesting condition, the transactions are treated as vested irrespective of whether the

market or non-vesting condition is satisfied, provided that all other performance and/or

service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized

is the grant date fair value of the unmodified award, provided the original vesting terms

of the award are met. An additional expense, measured as at the date of modification,

is recognized for any modification that increases the total fair value of the share-based

payment transaction, or is otherwise beneficial to the employee. Where an award is

cancelled by the entity or by the counterparty, any remaining element of the fair value of the

award is expensed immediately through profit or loss.

Cash-settled transactions

A liability is recognized for the fair value of cash-settled transactions. The fair value is

measured initially and at each reporting date up to and including the settlement date, with

changes in fair value recognized in employee benefits expense (see Note 10). The fair value is

expensed over the period until the vesting date with recognition of a corresponding liability.

The fair value is determined using an appropriate valuation model, further details of which

are given in Note 28. The approach used to account for vesting conditions when measuring

equity-settled share-based payments also applies to cash-settled share-based payments.

3.16 Expenses

Expenses are recognized based on the accrual basis of accounting. This means that

expenses are recognized when the product is received, or the service is provided regardless

of when cash outflow takes place. In relation to the expenses recognized in relation to

depreciation and impairments, reference is made to the specific accounting policy as is

included in Notes 3.5 and 3.9. In relation to the costs as expensed in relation to inventory,

reference is made to the specific accounting policy as is included in Note 3.8.

3.17 Employee benefits

The Group has a defined contribution plan for its employees. A defined contribution plan

is a post-employment benefit plan under which an entity pays fixed contributions into a

separate entity and will have no legal or constructive obligation to pay further amounts.

Obligations for contributions to defined contribution pension plans are recognized as

an employee benefit expense in profit or loss when incurred. Prepaid contributions are

recognized as an asset to the extent that a cash refund or reduction in future payments will

occur.

3.18 Government Grants

The Group receives government grants, such as subsidies for the employment of permanent

employees.

Grants that compensate the Group for expenses incurred, are recognized in profit or loss

as other operating income, unless the conditions for receiving the grant are not met yet. In

this situation, the grant is recognized when it becomes receivable. Governmental grants for

energy expenses are recognized in the same expense position offsetting the occurred costs.

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3.19 New and amended IFRS

The Group applied for the first-time the following standards and amendments, which are

effective for annual periods beginning on or after January 1, 2023 (unless otherwise stated).

The Group has not early adopted any other standards, interpretation or amendment that has

been issued but is not yet effective.

NEW OR AMENDED FIRST TIME MAJOR IMPACT STANDARDS AMENDED CONTENTADOPTION EU-ENDORSEDON THE GROUPInsurance contracts New/ IFRS 17Initial application of IFRS 17 and IFRS 2023 Yes Noamended9 – comparative information IAS 1, IFRS Practice Amended Disclosure of accounting policies 2023 Yes NoStatement 2IAS 8 Amended Definition of accounting policies 2023 Yes NoDeferred taxes related to assets IAS 12 Amendedand liabilities rising from a single 2023 Yes Notransaction

The new and amended standards and interpretations that are issued, but not yet effective,

up to the date of issuance of the Group’s financial statements are disclosed below. The

Group intends to adopt these new and amended standards and interpretations, if

applicable, when they become effective.

NEW OR AMENDED STANDARDS (IS-SUED BUT NOT FIRST TIME MAJOR IMPACT YET EFFECTIVE) AMENDED CONTENTADOPTION EU-ENDORSEDON THE GROUPPresentation of financial statements – IAS 1 Amendedclassification of debt as short and long 2024 Yes Noterm; disclosure of accounting policiesLeasing liabilities at sale-and-leaseback IFRS 16 Amended2024 Yes NotransactionsThe amendments aim to improve the transparency of supply chain finance IAS 7 and arrangements that enables investors Amended2024 Yes NoIFRS 7to assess their effects on a company’s liabilities, cash ﬂows and exposure to liquidity risk.The amendments specify when a currency is exchangeable into another currency and when it is not, and how IAS 21 Amended2025 Yes Noan entity determines the exchange rate to apply when a currency is not exchangeable.

There are no other IFRSs that have been issued but are not yet effective that are expected

to have a material effect on the future consolidated financial statements.

3.20 Correction and adjustment of amounts

The Group made specific corrections in 2023 with relates to adjustment of prior year

figures. All these changes were immaterial and as such comparative figures remained

unadjusted. The changes are the following:

a.) Property, plant and equipment:

In the current financial year 2023 an adjustment within the movement schedule of PP&E has

been made. The adjustment considers all assets, owned by the Group, even if most of them

fully depreciated. This resulted in an increase of the NBV for the two asset categories “Other

equipment, factory and office equipment” and “Prepayments and asset under construction”

of € 431.000.

b) Leases:

In the current financial year 2023 an adjustment within the movement schedule of Right

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of use asset has been made, due to the new IFRS 16 tool implemented by the Group. This

resulted in an increase of the NBV for a total amount of € 329.000.

c) Deferred tax liability:

In the current financial year 2023 an adjustment for deferred tax liability has been made for a

total amount of € 59.000. This resulted in an increase of net result of the current financial year.

4. Significant events and transactions

The most impactful geopolitical event is the ongoing Russian invasion of Ukraine and political

instability due to the conflict between Israel and Palestina. Although effects on energy

and material prices are decreased in 2023 compared to the previous year, the ongoing

instabilities lead to increased volatility in prices for energy and materials.

Until publication of this report, the situation remain uncertain as is the outlook on further

consequences for the global economy and financial markets.

More specific to the company, the following significant events and transactions occurred

during the year:

• At the AGM of June 8, 2023, Frank Roerink was appointed as Chief Financial Officer

of Cabka.

• Cabka North America’s plant in St. Louis (MO) fully up and running since July 2023 after

2022 flooding.

• On December 15, 2023, Cabka reached an agreement with a consortium, led by

Commerzbank AG, on a total initial debt facility of € 80,000,000 for four years, including

extension options for up to two years as well as an option to increase the facility by an

extra € 20,000,000 for further financial flexibility.

• Consolidation and expansion of our ECO business completed in Q1 2023.

• Divestment of non-strategic PVC business completed in Q4 2023.

The (financial) impact of above events are also described in more detail in the company

statement preceding the financial section.

5. Group information

The consolidated financial statements of the Group includes:

% EQUITY % EQUITY PRINCIPAL COUNTRY OF INTERESTINTERESTNAMEACTIVITIESINCORPORATION20232022Ultimate Cabka N.V., AmsterdamNetherlands 100 100parentCabka Group GmbH, Berlin Holding Germany 100 100Innova Packaging Systems, Ieper Subsidiary Belgium 100 100Cabka Belgium N.V., Ieper Subsidiary Belgium 100 100Cabka Spain S.L.U., Valencia Subsidiary Spain 100 100System Technik GmbH, Weira Subsidiary Germany 100 100Cabka North America Inc., Missouri Subsidiary USA 100 100Cabka GmbH & Co. KG, Weira Subsidiary Germany 100 100Cabka Eco Products GmbH & Co. Subsidiary Germany 100 100KG, Weira

Cabka N.V. is the ultimate parent of the Group, for an overview of share ownership in Cabka

N.V. we refer to note 16 of the Company financial statements. There are no changes in the

ownership structure of the Group during 2023.

The holding company

The immediate and ultimate holding company of Cabka Group GmbH, located in Germany,

is Cabka N.V. and is based and listed in the Netherlands. From the holding company in

Germany services are provided in various functions, such as IT, HR, Marketing, Finance and

Purchasing to the subsidiaries.

The subsidiaries in Belgium, Germany, Spain and the US are primarily manufacturing the

products for the RTP business as well as for Eco products and providing services to the

customers. Recycling activities are spread all over the places.

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The transaction price allocated to the performance obligations has been defined by the

stand-alone selling price stated in each contract with customers and may include discounts

and variable consideration as upon agreed.

Revenue from services is recognized when the respective services have been rendered and

is related primarily to freight- and transportation services. Revenue is reported net of sales

taxes, returns, discounts and rebates. Rebates to customers are provided for in the same

period that the related sales are recorded based on the contract terms. CABKA periodically

enters into prepayment contracts with customers whereby it enters into contract liabilities

for products to be delivered in a future period. These contract liabilities are recorded as

liabilities and presented as part of contract liabilities for € 511,000 (2022: € 2,249,000).

In the subsidiary in Spain, additionally, the Innovation Center is established, primarily

focusing on new product developments, automation projects and material developments for

the entire group.

Exemptions publication

The following subsidiaries make use of the exemption provisions pursuant to Section 264

(3) and 264b of the German Commercial Code (HGB) -which is similar to section 403,

subsection 1 of Book 2 of the Dutch Civil Code- and waive the disclosure of the 2023 annual

financial statements and, in some cases, the preparation of the notes or management report

and the audit of the annual financial statements:

• Cabka Group GmbH, Berlin

• Cabka Eco Products GmbH & Co. KG, Weira

• Cabka GmbH & Co. KG, Weira

• System Technik GmbH, Weira

Each of these subsidiaries has filed Cabka ’s 264 declaration with the German trade register.

6. Revenue from contracts with customers and segment reporting

Sales of goods and services are recognized in line with the requirements of IFRS 15,

Revenue from contracts with customers. Revenue is measured based on the consideration

CABKA expects to receive in exchange for the goods or services.

Revenue from sales of goods is recognized in the income statement when all rights have

been transferred to the buyer. This is usually upon delivery at a fixed point in time, at a fixed

or determinable price, and when collectability is reasonably assured. Delivery is defined

based on the terms of the sale contract.

Revenue from sales of goods includes sales related to development of tooling for delivering

customized products. This is recognized over time for the amount of € 5,781,000, using the

percentage of completion method. In 2023, the revenue is 100% recognized as the related

projects are completed within the reporting year.

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6.1 Disaggregated revenue information

Set out below is the disaggregation of the Group’s revenue from contracts with customers in

primary business segments and geographical markets:

Revenues by Product SegmentIN EURO X 1,000 2023 2022 CHANGERTP Europe 125,169 121,355 3%Portfolio 67,972 66,758 2%Customized Solutions 38,388 33,077 16%Contract Manufacturing 18,809 21,520 -13%RTP US 32,749 34,923 -6%Eco Products 11,139 12,802 -13%Recycling Fees 14,140 10,045 41%Others 13,691 29,768 -54%Non-Strategic Products 10,848 21,406 -49%Material Sales & Freight 2,843 8,362 -66%Total 196,888 208,893 -6%

Revenues by GeographyIN EURO X 1,000 2023 2022 CHANGEEurope 160,162 170,409 -6%DACH 60,771 64,924 -6%West & Nordics 63,064 76,932 -18%CEE 10,795 5,960 81%South 25,532 22,593 -7%North America 32,601 35,184 25%RoW 4,125 3,300Total 196,888 208,893 -6%

Since CABKA is selling primarily products from recycled plastic materials to customers,

either in the Reusable Transport Packaging (RTP) segment or in the Eco Products business,

the entity recognizes revenue when it satisfies an identified performance obligation by

transferring a promised good or service to a customer. A good or service is transferred when

the customer obtains control of that good or service, what mainly is at a certain point in

time. Invoices are payable within agreed payment conditions, usually between 30 – 90 days.

Recycling Fees are recognized as revenue when the performance obligation, processing of

the incoming mixed plastic materials, is fulfilled.

Revenue for services is presented under Material Sales & Freight and it is primarily related to

transportation services.

All of the Group’s segments generate their revenue to the largest extent from the sale of

products. These come in such a great variety that a meaningful grouping below the segment

information is not monitored at this stage.

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6.2 Segment information

For Management purposes, the Group is such organized, that steering the business results

does not occur in product segments, but more on a legal entity level approach. Therefore,

the segregation into the two main regions is the most appropriate way of presenting the

segments. The segment information is clustered into the geographical regions Europe and

North America summarized as following:

• Europe obtains the RTP business and the Eco Product business in the full value chain from

inhouse recycling of plastic waste materials, manufacturing of products till sale of products

and services.

• North America is focused on the RTP business, obtaining the full value chain from recycling

of post-industrial waste, manufacturing and sale of products and services.

Segment Performance 2023 NORTH IN EURO X 1,000 EUROPEAMERICA TOTALRevenue 164,208 32,680 196,888Change in inventories of finished goods and work in progress -3,396 -3,963 -7,359Other operating income 7,936 1,386 9, 322Total Operating income 168,748 30,103 198,851Material expenses / expenses for purchased services -84,304 -17,922 -102,226Gross profit 84,444 12,181 96,625Personnel expenses -42,566Amortization/depreciation and impairment of -17,124intangible and tangible fixed assetsOther operating expenses -34,266EBIT 2,669Finance income 308Finance costs -4,186Financial Result -3,878Result before taxes -1,209Income tax expense 332Net result for the year -1,541 Attributable to: Non-controlling interest - Equity holders of CABKA N.V. -1,541

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The revenue information above is based on the realization of sale assigned to the legal

entity either in the US or in Europe. In none of the regions there is specific customer with a

revenue share of 10% or above from the total revenue.

In the financial year 2023 the US business was still impacted from the flooding occurred

mid of 2022, primarily in the first half of the year by the continuation of using external

manufacturing capacities to satisfy customer demands. This resulted in higher purchased

services leading to a lower gross profit. In the second half of the year the margins

improved significantly in the US by establishing as planned the inhouse product

manufacturing capacities, but also the inhouse material processing lines to obtain own

recycled plastic raw materials to produce finished goods.

In Europe the margins were favorably affected by two key developments. First, the RTP

business grew, especially in the customized solutions segment, while the energy and

raw material markets stabilized at lower levels compared to prior year. Secondly, after

the successful relocation of the Eco Products business from the Genthin site to Weira in

end of 2022, economies of scales were realized with increased processing capacities for

further growth.

In the segment performance of 2023 are non-recurring income and expenses, such

as accounting and advisory costs in relation to the listing in 2022 and US flooding-related

effects included.

Segment Performance 2022 NORTH IN EURO X 1,000 EUROPEAMERICA TOTALRevenue 173,260 35,633 208,893Change in inventories of finished goods and work in progress 4,874 -675 4,199Other operating income 6,165 7,531 13,696Total Operating income 184,299 42,489 226,788Material expenses / expenses for purchased services -108,995 -22,498 -131,493Gross profit 75,304 19,991 95,295Personnel expenses -40,425Amortization/depreciation and impairment of intangible -18,023and tangible fixed assetsOther operating expenses -43,581Share listing expenses -26,764EBIT -33,500Finance income 1,589Finance costs -2,390Financial Result -802Result before taxes -34,302Income tax expense 4,480Net result for the year -29,822 Attributable to: Non-controlling interest -77 Equity holders of CABKA N.V. -29,745

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In the above segment performance of 2022 are non-recurring income and expenses, such

as accounting and advisory costs in relation to the transaction, share listing expenses and US

flooding-related effects included.

The average FTE of permanent employed personnel per segment can be specified as follows:

Full time equivalents2023 2022PER DEPARTMENTEUROPE US TOTAL EUROPE US TOTALProduction 364 40 404 355 47 402Sales & Marketing 32 6 38 40 5 45Innovation Center 40 - 40 43 - 43General & Administration 110 11 121 85 20 105Total 546 57 603 523 72 595

Assets and liabilities are not monitored by segment and therefore not presented per

segment.

The Executive Management Committee monitors the Gross profit of its business units

separately for the purpose of making decisions about resource allocation and performance

assessment, Segment performance is evaluated based on profit or loss and is measured

consistently with profit or loss in the consolidated financial statements, The Group’s

financing (including finance costs, finance income and other income) is managed on Group

basis in close alignment with local Management, Income taxes are managed on legal entity

level in close coordination with Group Management,

Transfer prices between operating segments are on an arm’s-length basis in a manner similar

to transactions with third parties.

Finance costs, finance income, other income, and fair value gains and losses on financial

assets are not allocated to individual segments as the underlying instruments are managed

on a group basis.

Current taxes, deferred taxes and certain financial assets and liabilities are not allocated to

those segments as they are also managed on a group basis. There were no significant inter-

relationships between unobservable inputs that materially affect fair values.

7. Fair value measurement

The Group’s best estimate is that the book value of the following financial assets and

liabilities is considered a reasonable approximation of their fair value:

• trade and other receivables.

• cash and cash equivalents.

• bank loans; lease liabilities and liabilities to other financial institutions.

• trade and other payables.

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The fair value of the financial instruments for 2023 is as follows:

AT TOTAL AMORTIZED MANDATORY CARRYING IN EURO X 1,000COSTSAT FVTPLVALUEAt December 31, 2023Trade and other receivables 28,514 - 28,514Cash and cash equivalents 7,252 - 7,252Financial assets at amortized costs 35,766 - 35,766Other long-term assets (Note 21) - 9 9Financial assets measured at fair value - 9 9Liabilities to banks 48,738 - 48,738Lease liabilities 9,353 - 9,353Rental purchase agreements 4,860 - 4,860Trade and other payables 32,578 -32,578Financial liabilities at amortized costs 95,529 - 95,529Special shares liabilities - 1,071 1,071Other liabilities - 159 159Financial liabilities measured at fair value - 1,230 1,230

Below overview summarizes the fair value movements for 2022:

TOTAL AT AMORTIZED MANDATORY AT IN EURO X 1,000CARRYING COSTSFVTPLVALUEAt December 31, 2022 Trade and other receivables 32,228 - 32,228Cash and cash equivalents 21,035 - 21,035Financial assets at amortized costs 53,263 - 53,263Other long-term assets - 85 85Financial assets measured at fair value - 85 85Liabilities to banks 52,049 - 52,049Lease liabilities 7,340 - 7, 340Rental purchase agreements 5,087 - 5,087Trade and other payables 35,241 - 35,241Financial liabilities at amortized costs 99,717 - 99,717Special shares liabilities - 1,176 1,176Other liabilities - 23 23Financial liabilities measured at fair value - 1,199 1,199

Derivative financial instruments are measured at fair value and are recorded as financial

asset or financial liability depending on their fair value (positive or negative). Such fair value

measurements are classified as level 2 of the fair value hierarchy of IFRS 13.

Special Shares liabilities are measured at fair value based on estimations at each reporting

date using a modified Black-Scholes-Merton option pricing model, taking into account the

market conditions. Further details on the terms are disclosed in Note 31. Such fair value

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measurements are classified as level 3 of the fair value hierarchy of IFRS 13.

There have been no transfers between levels of the fair value hierarchy used in measuring the fair

value of financial instruments. Such transfers may occur where directly observable prices may

become available or where market data from independent sources may no longer be available.

8. Other operating income

The other operating income is summarized in the overview below:

Other operating incomeIN EURO X 1,000 2023 2022Income from insurance 1,328 5,919Other own work capitalized 4,208 4,947Personnel related operating income 913 990Foreign exchange results 279 481Other operating income 2,595 1,359Total other operating income 9,322 13,696

Income from proceeds from insurance relates to the St. Louis flooding for an amount of

€ 1,174,000 (2022 € 5,919,000), the remaining € 154,000 relates to insurance proceeds in

Germany. Other own work capitalized in both financial years relates to operational costs,

such as personnel expenses, capitalized for inhouse manufactured property and equipment,

like molds and assets related to recycle lines. The personnel related operating income

amounting to € 913,000 (2022 € 990,000) is primarily related to governmental subsidies for

the employment of permanent employees, especially for social securities.

The category other operating income of € 2,595,000 (2022 € 1,359,000) relates mainly

to gain on sale of fixed assets, see Note 18, and further to the release of accruals for an

amount of € 207,000 (2022 € 505,000).

9. Material expenses / expenses for purchased services

The material expenses and expenses for purchased services are summarized in the overview

below:

Material expenses / expenses for purchased servicesIN EURO X 1,000 2023 2022 CHANGECost of raw materials, consumables and supplements 74,172 90,342 -18%Cost of purchased services 14,774 18,212 -19%Gas, Power, Water 13,280 22,939 -42%Total material expenses / expenses for purchased services 102,226 131,493 -22%

Material costs / expenses for purchased services include direct attributable costs, such

as costs for raw materials and production-related materials, energy costs and purchased

services. The latter are costs related to the external manufacturing of products and

temporary employees, supporting the inhouse production of finished goods.

Despite the fact, that Cabka had no direct exposure to the Ukraine / Russia war, the indirect

impact – especially on the energy prices- was significant in 2022. During 2023, the prices for

both energy and materials have normalized, decreasing by 42% to € 13,280,000 (2022

€ 22,939,000) and materials decreasing by 18% to € 74,172,000 (2022 € 90,342,000).

Purchased services, primarily external manufacturing costs in Europe, were reduced whilst

in the US the external production costs remained at similar levels compared to prior year

as both years were impacted from the flooding. The utilization of temporary employees, to

ensure certain flexibility with excessive capacities, has been reduced as well.

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10. Personnel expenses

The personnel expenses are summarized in the overview below:

Personnel expensesIN EURO X 1,000 2023 2022 CHANGESalaries and wages 31,622 27,968 13%Social securities and other benefits 7,093 7,002 1%Other staff costs 3,306 3,363 -2%Share-based payment expense 545 2,092 -74%Total personnel expenses 42,566 40,425 5%

The stock option programs are further elaborated in the section share-based payments

program (see Note 28)

Personnel expenses increased by 5% due to growth, inflationary adjustments of labor costs

and further strengthening our organization on key vacancies.

The average FTE in 2023 is 603 and represents a growth of 1.4 % in the financial year

compared to previous year (2022: 595 FTE). Reference is made to Note 6 for further

disclosure on FTE’s per segment and per department.

11. Accounting for St, Louis flooding

As a result of the floods in 2022 in the greater St. Louis area on July 27, Cabka’s North

America plant in Hazelwood (MO) had to be shut down. As of July 2023, the US plant is back

at full capacity and no further costs are expected. During the first months of 2023, Cabka

had flood related expenses incurred totaling € 1,006,000 (2022: € 3,747,000). The above

noted expenses are recognized in the other operating expenses (Note 12).

Insurance payments received in 2023 led to proceeds of € 1,174,000 compared to

€ 5,919,000 in 2022 (Note 8).

12. Other operating expenses

The other operating expense is summarized in the overview below:

Other operating expensesIN EURO X 1,000 2023 2022Flood related expenses 1,006 9,525Legal, audit and consulting fees 5,609 6,134Repairs and maintenance 5,267 4,785Transport expenses 4,400 4,331Insurance and fees 2,605 2,302IT services 1,900 2,195Sales and promotion expenses 1,800 2,013Car, travel and representation costs 1,561 1,822Waste and disposal 2,021 1,817Rental costs 1,279 1,518Foreign exchange results 534 347Other costs 6,284 6,793Other operating expenses 34,266 43,582

The flood related expenses in 2023 relate to expenses for repairs of € 1,006,000, refer to

Note 11.

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The category other costs in other operating expenses in 2023 include expenses related

to other taxes € 971,000, IPO related real estate transfer taxes € 1,085,000, medical &

safety €920,000, recruiting training € 475,000, board compensation fees € 224,000 and

operations totaling € 2,609,000.

Legal, audit and consulting fees relate primarily to freelancer fees of € 1,586,000, closing

and audit fees of € 1,076,000 business consulting € 529,000, Remainder of € 2,418,000

includes, among others, consulting costs for legal, tax, ESG, investor relations and patents,

During 2023, the other operating expenses when compared to the prior period decreased

by € 9,317,000. The decrease is primarily driven by the decrease in the flood related

expenses of € 8,519,000.

13. Finance income

The Finance income is summarized in the overview below:

Finance incomeIN EURO X 1,000 2023 2022Changes in fair value of Special Shares liabilities 105 1,561Interest income 203 27Total finance income 308 1,588

The change in fair value of the Special Shares conversion option relates to the revaluation of

this financial liability at reporting date and is based on changes in the ordinary share price of

Cabka N.V. Further details on the Special Shares and its conversion option are disclosed in

Note 31.

14. Finance expenses

The Finance costs are summarized in the overview below:

Finance costsIN EURO X 1,000 2023 2022Interest on debts and borrowings 3,353 1,622Interest arising from revenue contracts 3 274Interest on lease liabilities (IFRS 16) 218 100Interest on rental purchase liabilities 33 67Other interest and similar expenses 579 327Total finance costs 4,186 2,390

Other interest and similar expenses contain the residual arrangement fee of the repaid

financing as per end of December 2023 as well as commitment fees and proportional

arrangement fees for the syndicated loan which was renewed on December 15, 2023

spread over the contractual period of the financing. Further details and terms on the new

syndicated loan are included in note 31.

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15. Income tax

The Income Tax expenses are summarized in the overview below:

Income tax expenses reported in the statement of profit and lossIN EURO X 1,000 2023 2022Current income tax 1,573 2,456Adjustments in respect of current income tax of previous year -75 -223Deferred tax adjustments -1,166 -6,713Income tax expenses reported in the statement of profit and loss 332 -4,480

Total income tax paid in 2023 is € 1,222,000 (2022: € 2,185,000).

The nominal tax rates and amounts in the Netherlands in 2023 are 19% up to € 200,000 and

25.8% over €200,000 (2022 are 15% up to € 395,000 and 25.8% over € 395,000).

Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate for

2023 and 2022:

Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate:IN EURO X 1,000 2023 2022Result before taxes -1,209 -34,302Income tax expense at statutory tax rate (25.8%) 312 -8,850Effect tax free income 94 -Non-deductible expenses for tax purposes -267 8,176Adjustments in respect of current income tax of previous years 75 -223Impact from the revaluation and previously unrecognized deferred 1,128 -4,963taxes on tax loss carry forwardsRealization of carry forward losses in the Netherlands 369 -Current year losses for which no deferred tax asset is recognized -1,877 -Effect on temporary differences without recognized deferred taxes -451 -37Tax rate changes for deferred taxes - 357Differences to local tax rates -617 1,060Income tax expense reported in the statement of profit or loss -332 -4,480At the effective income rate of -27.47% 13.06%

Critical judgements on Taxes

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 judgement

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, together with future tax planning strategies.

Deferred taxes are disclosed in Note 26.

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For 2023, the average nominal tax rate of an entity operating in the Netherlands is 25.8%.

The group is in the process of assessing its exposure to the Pillar Two legislation for when it

comes into effect.

16. Earnings per share

Generally, basic EPS is calculated by dividing the profit for the year attributable to ordinary

equity holders of the parent by the weighted average number of ordinary shares outstanding

during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary equity

holders of the parent by the weighted average number of ordinary shares outstanding during

the year plus the weighted average number of ordinary shares that would be issued on

conversion of all the dilutive potential ordinary shares into ordinary shares, such as the Roll-

over shares (see 28). Currently, there is no distinction at Cabka between basic and diluted

EPS as there are no items that have a dilutive effect.

The following table reflects the income and share data used in the basic and diluted EPS

calculations:

Earnings per share2023 2022(IN EURO X 1,000)Profit attributable to ordinary equity holders of the parent for -1,541 -29,745basic and diluted earningsWeighted average number of ordinary shares for basic and diluted EPS 24,656,117 23,306,241

The weighted average number of shares were mainly impacted in the presented period

by the issuance of new shares, especially for the dividend payment. The basic and diluted

earnings per share in the financial year 2023 amounts to € -0.06 (in 2022: € -1.28).

The following instruments were not included in the basic or diluted EPS (Note 32, 33). As the

Group has incurred a loss for the financial year ended December 31, 2022, the effect of the

instruments below are not included in determining diluted earnings per share as these would

decrease the loss per share and hence create an anti-dilutional effect. Therefore, diluted

earnings per share equal basic earnings per share.

INSTRUMENT HURDLE NUMBER OF POTENTIAL ORDINARY SHARESPSU EUR 11.00 146,545PSU EUR 12.00 146,545SPECIAL SHARES CONVERSION EUR 12.00 586,668DSC2 WARRANTS EUR 12.00 880,000PSU EUR 13.00 146,545DSC3 WARRANTS EUR 13.00 1,320,000PERFORMANCE SHARES EUR 16.00 750,000PERFORMANCE SHARES EUR 18.00 750,000PERFORMANCE SHARES EUR 20.00 750,000

PSU and 450,000 of the Performance shares are additionally conditional upon service

conditions for the eligible employees.

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17. Intangible assets

The carrying value of intangible assets including among others software licenses in the

position purchased intangible assets is summarized below:

Intangible Assets at December 312023 2022IN EURO X 1,000Customer relationships - 30Internally developed intangible assets 2,108 -Purchased intangible assets 505 657Assets under construction 200 -Total intangible assets 2,813 687

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The movement during the year for the intangible assets is as follows:

INTERNALLY ASSETS CUSTOMER DEVELOPED PURCHASED UNDER Intangible assetsREL ATION-INTANGIBLE INTANGIBLE CONSTRUC-IN EURO X 1,000SHIPASSETSASSETSTION TOTALHistorical CostAt January 1, 2023 150 244 5,366 - 5,760Additions - 2,366 145 200 2,711Disposals - - -24 - -24Currency translation - -9 - - -9At December 31, 2023 150 2,601 5,487 200 8,438Accumulated amortization and impairmentvAt January 1, 2023 -120 -244 -4,709 - -5,072Additions -30 -250 -297 - -577Disposals - - 24 - 24Currency translation - 1 - - 1At December 31, 2023 -150 -493 -4,982 - -5,625Net book valueAt December 31, 2023 - 2,108 505 200 2,813

Additions to internally developed assets refer to primarily product development costs.

The movement during 2022 for the intangible assets is as follows:

INTERNALLY ASSETS CUSTOMER DEVELOPED PURCHASED UNDER Intangible assetsREL ATION-INTANGIBLE INTANGIBLE CONSTRUC-IN EURO X 1,000SHIPASSETSASSETSTION TOTALHistorical CostAt January 1, 2022 150 244 4,948 - 5,342Additions - - 418 - 418Disposals - - - - -Currency translation - - - - -At December 31, 2022 150 244 5,366 - 5,760Accumulated amortization and impairmentAt January 1, 2022 -90 -199 -4,447 - -4,736Additions -30 -45 -262 - -337Disposals - - - - -Currency translation - - - - -At December 31, 2022 -120 -244 -4,709 - -5,073Net book valueAt December 31, 2022 30 - 657 - 687

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18. Property, plant and equipment

The carrying value of property, plant and equipment is summarized below:

Property, plant and equipment at December 31IN EURO X 1,000 2023 2022Land, land rights and buildings 19,276 15,035Technical equipment and machines 37,515 23,943Other equipment, factory and office equipment 14,183 11,011Prepayments on tangible assets and construction in process 9,820 18,896Property, plant and equipment 80,794 68,885

The movement during the year for the property, plant and equipment is as follows:

LAND, LAND OTHER RIGHTS AND TECHNICAL EQUIPMENT, ASSETS Property, plant and BUILDINGS EQUIPMENT FACTORY UNDER equipmentON THIRD AND AND OFFICE CONSTRUC-IN EURO X 1,000PARTY LANDMACHINESEQUIPMENTTION TOTALHistorical CostAt January 1, 2023 30,465 114,964 62,235 18,961 226,625Additions 4,317 8,046 5,333 11,484 29,180Disposals -493 -7,765 -1,308 - - 9,566Transfers 1,942 15,544 2,261 -20,743 -996Adjustment 953 7,287 -8,534 270 -24Currency translation -177 -973 -392 -152 -1,694At December 31, 2023 37,007 137,103 59,595 9,820 243,525Accumulated depreciation and impairmentAt January 1, 2023 -15,431 -91,021 -51,223 -65 -157,740Additions -1,424 -9,083 -4,230 - -14,737Disposals 38 7,168 1,131 - 8,338Transfers - - -15 - -15Adjustment -952 -7,287 8,630 65 456Currency translation 38 635 294 - 968At December 31, 2023 -17,731 -99,587 -45,413 - -162,731Net book valueAt December 31, 2023 19,276 37,515 14,183 9,820 80,794

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The movement during 2022 for the property, plant and equipment is as follows:

LAND, LAND OTHER RIGHTS AND TECHNICAL EQUIPMENT, ASSETS Property, plant and BUILDINGS EQUIPMENT FACTORY UNDER equipmentON THIRD AND AND OFFICE CONSTRUC-IN EURO X 1,000PARTY LANDMACHINESEQUIPMENTTION TOTALHistorical CostAt January 1, 2022 27,956 111,877 57,075 12,843 209,751Additions 2,878 3,815 4,239 13,250 24,182Disposals -1,425 -3,567 -479 -4,066 -9,537Transfers 886 1,488 879 -3,253 -Currency translation 170 1,351 521 187 2,229At December 31, 2022 30,465 114,964 62,235 18,961 226,625Accumulated depreciation and impairmentAt January 1, 2022 -15,364 -81,614 -47,148 -65 -144,191Additions -957 -10,189 -3,982 - -15,128Disposals 944 1,741 314 - 2,999Transfers - - - - -Currency translation -54 -959 -407 - -1,420At December 31, 2022 -15,431 -91,021 -51,223 -65 -157,740Net book valueAt December 31, 2022 15,034 23,943 11,012 18,896 68,885

As of December 31, 2023, individual machines were assigned as collateral for liabilities to

banks. Further information is provided in note financial liabilities (Note 31).

In the reporting year an accounting profit for the sale of land and equipment is realized at an

amount of € 1,356,000, primarily for the land sold in Genthin / Germany and the divestment

of the non-strategic PVC assets.

Management performed a reassessment of useful lives of assets in the Group and

implemented these as per January 1, 2024. The impact for the 2024 financial year is

assessed to be not material.

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19. Leases

The Group has lease contracts for various items of land and buildings, plant, machinery,

motor vehicles and other equipment used in its operations. Leases of land and buildings,

plant and machinery generally have lease terms between 3 and 15 years. Motor vehicles and

other equipment generally have lease terms between 3 and 5 years.

There are some lease contracts that include extension and purchase options and variable

lease payments. These are taken into account accordingly in the calculations.

The Group also has certain leases with lease terms of 12 months or less and also with low

value. The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition

exemptions for these leases.

The carrying amounts of the right-of-use assets are summarized below:

Right-of-use assets at December 31IN EURO X 1,000 2023 2022Land, land rights and buildings 5,015 4,034Technical equipment and machines 4,355 4,070Other equipment, factory and office equipment 800 626Property, plant and equipment 10,170 8,730

The movement during the year for the right-of-use is as follows:

Movement schedule of right-of-use TECHNICAL assetsLAND AND EQUIPMENT / OTHER IN EURO X 1,000BUILDINGSMACHINESEQUIPMENT TOTALHistorical CostAt January 1, 2023 5,193 7,279 1,025 13,497Additions 2,088 943448 3,479Disposals - -1,179 -17 -1,196Adjustment -349 14 -20 -355Currency translation - -73 -15 -88At December 31, 2023 6,932 6,984 1,421 15,337Accumulated depreciation And impairmentAt January 1, 2023 -1,159 -3,209 -399 -4,76Additions -898 -1,077 -255 -2,230Disposals - 1,080 18 1,098Adjustment 140 534 9 683Currency translation - 43 7 50At December 31, 2023 -1,917 -2,629 -621 -5,167Net book valueAt December 31, 2023 5,015 4,355 800 10,170

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Movement schedule of right-of-use TECHNICAL assetsLAND AND EQUIPMENT / OTHER IN EURO X 1,000BUILDINGSMACHINESEQUIPMENT TOTALHistorical CostAt January 1, 2022 2,770 7,732 791 11,293Additions 2,423 1,540 203 4,166Disposals - -2,074 - -2,074Currency translation - 81 31 112At December 31, 2022 5,193 7, 279 1,025 13,497Accumulated depreciation And impairmentAt January 1, 2022 -565 -2,220 -172 -2,957Additions -594 -1,738 -227 -2,559Disposals - 749 - 749At December 31, 2022 -1,159 -3,209 -399 -4,767Net book valueAt December 31, 2022 4,0344,070626 8,730

The disposals of € 1,196,000 are primarily related to machines.

Set out below are the carrying amounts of lease liabilities and the movements during the period:

Carrying amounts of lease liabilities and movements during the periodIN EURO X 1,000 2023 2022As at January 1 7,34 0 8,386Additions 4,265 1,144 Payments -2,470 -2,291Interest 218 100As at December 31 9,353 7, 340Current 2,349 1,998Non-Current 7,004 5,342

The maturity analysis of lease liabilities is disclosed in the financial liabilities, Note 31. New

lease liabilities in the financial year 2023 are totaling to € 4,265,000 (2022: € 1,144,000).

The following are the amounts recognized in profit or loss:

Lease liabilities recognized in profit or lossIN EURO X 1,000 2023 2022Depreciation expense of right-of-use assets 2,230 2,559Interest expense on lease liabilities218 100 Expense relating to short-term leases / leases of low-value assets 1,166 1,398Total amount recognized in profit or loss 3,614 4,057

The Group had total cash outflows for leases of € 2,470,000 in 2023 (€ 2,291,000 in 2022),

excluding short-term leases.

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The future lease payments for recognized lease contracts are € 2,349,000 within one

year and € 7,004,000 thereafter. The Group has no lease contracts that have not yet

commenced as at December 31, 2023.

Extension and termination options are included in a number of property and equipment

leases across the group. These are used to maximize operational flexibility in terms

of managing the assets used in the group’s operations. The majority of extension and

termination options held are exercisable only by the group and not by the respective lessor.

Incremental Borrowing Rate on Leases

The Group applies the interest rate of the contract if applicable. In case of contracts, where

the interest rate implicit in the lease cannot readily be determined, it uses its incremental

borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the

Group would have to pay to borrow over a similar term, and with a similar security, the funds

necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic

environment. The average IBR of all contracts in place as at December 31

2023 is 1.94%.

20. Financial assets

The Financial assets are summarized by maturity in the overview below:

2023 2023 2023 2023 2022Financial assets by maturity at December 311-5 > 5 IN EURO X 1,000< 1 YEARYEARSYEARS TOTAL TOTALShares in affiliated companies - - 87 87 87Shares in companies in which - - 3 3 4participations are heldReceivables to affiliated 21 - - 21 4companiesReceivables to shareholders 21 - - 21 21Financial assets 41 - 90 132 116

The shares in affiliated companies relate to shares in Cabka Verwaltungs GmbH, Weira, and

Cabka Eco Products Verwaltungs GmbH (Weira), which are not included in the consolidation

as they are individually and on aggregate not considered to be material for the Group. In

accordance with the exemption provided in article 407 sub 1a of Part 9 of Book 2 of the

Dutch Civil Code, these group companies are therefore excluded from consolidation.

21. Other long-term assets

Other long-term assets relate to purchased interest rate option with a nominal amount of

€5,000,000 and an initial term of 5 years. The paid premium was recognized in other assets

at purchased date and will be adjusted according to its fair value at the reporting dates. At

December 31

2023, the fair value of this instrument was € 17,000 (2022: € 85,000).

22. Inventories

The inventories are summarized in the overview below:

Inventories at December 31IN EURO X 1,000 2023 2022Raw material, consumables, and supplies 10,990 12,991Work in process 5,736 9,247 Finished goods and merchandise 15,332 19,500Inventories 32,058 41,738

Inventories include obsolete stock with a total impact of € 263.000 on the overall value in

the reporting year.

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23. Trade receivables

The trade receivables are summarized in the overview below:

Trade receivables at December 31IN EURO X 1,000 2023 2022Receivables from third-party customers 27,669 31,870Allowance for expected credit losses (ECL) -95 -101Trade receivables 27, 574 31,769

Further information on the ECL calculation is provided in Note 34.

24. Other short-term assets

The other short-term assets are summarized in the overview below:

Other short-term assets at December 31IN EURO X 1,000 2023 2022VAT 4,277 1,719Receivables from employees 231 195Energy taxes 1,744 1,771Prepayments 557 146Security deposit 151 148Income tax 2,049 1,423Accrued charges and other assets 3,600 3,365Other short-term assets 12,609 8,767

Increase on other short-term assets is primarily driven by the increased VAT position in

the short-term assets. Accrued charges and other assets include, amongst others, the

arrangement fees at an amount of € 465,000 for the debt refinancing.

25. Cash and cash equivalents

The cash and cash equivalents are summarized in the overview below:

Cash and short-term deposits at December 31IN EURO X 1,000 2023 2022Cash at bank and on hand 7,252 21,035Cash and cash equivalents 7,252 21,035

Within the cash at banks an amount of € 32,000 (2022 € 33,000) is held as security deposit.

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26. Deferred tax

Deferred tax relates to the following financial positions:

Deferred taxes as at December 312023 2022IN EURO X 1,000Deferred tax assets onIntangible assets 52 53Inventories - 11Trade Receivables - 5Provisions 761 560Contract liabilities 765 234Financial liabilities 1,503 1,670Losses available for offsetting against future taxable income 11,227 8,855Deferred tax assets, gross 14,308 11,387Offsetting with deferred tax liabilities -6,341 -4,085Deferred tax assets reﬂected in statement of financial position, net 7,967 7, 302Deferred tax liabilities on Property, plant and equipment 5,340 4,137Financial liabilities 1,089 439Deferred tax liabilities, gross 6,429 4,575Offsetting with deferred tax assets -6,341 -4,085Deferred tax liabilities reﬂected in statement of financial position, 88 490net

The Group has in total € 61,913,000 tax losses carried forward, thereof recognized

€54,405,000 (2022: € 46,810,000) of tax losses carried forward and unrecognized

€7,508,000. Deferred tax assets for any unused tax losses are recognized to the extent that

it is probable that taxable profit will be available against which the unused tax losses can be

utilized. For this purpose, the Group has recognized deferred tax assets for the amount of

€ 11,227,000 (2022: € 8,855,000). Deferred tax assets have been recognized for tax losses

resulting from the US €29,864,000, Germany € 23,429,000, Belgium € 1,039,000 and the

Netherlands € 73,000. There are tax losses carried forward amounting € 670,000 which

expires within the following five years. € 5,194,000 will expire after five years (for which a

deferred tax asset of € 1,299,000 is recognized in full) and € 56,049,000 can be carried

forward indefinitely (for which a deferred tax asset of € 9,761,000 is recognized, representing

€ 48,541,000 of tax losses), However, the amount of tax loss carryforwards that can be

utilized in one financial year can be restricted to a certain amount.

There are tax losses in the amount of € 7,508,000 for which no deferred tax assets are

recognized in the US due to non-profitable fiscal income yet, mainly driven by the flooding

event impacting the results in the years 2022 and 2023.

27. Share capital and share premium

Share Capital:

In 2023, in total 334,787 new shares were issued (2022: 40,467,969).

Subject to the AGM’s approval on June 8, 2023, Cabka issued 334,787 new Ordinary Shares

to cover its obligations from the dividend payment, resulting in total shares issued in total

40,802,756 per December 31, 2023.

Ordinary shares in treasury decreased in the reporting period by 393,622 shares, predominantly by

the issuance of 385,022 VSOP Rollover shares to key employees after the one-year lock-up period

in March 2023. Another 8,600 treasury shares netted were issued in course of the business year.

The roll-over shares, classified in other reserves in equity, were settled with share premium.

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The issued share capital of Cabka N.V. as at December 31, 2023 can be specified as follows:

NOMINAL SHARE SHARES VALUECAPITALCabka Share Capital(UNITS)IN EUROIN EURO ISINDSC2S / Ordinary shares in treasury 15,994,378 0.01 159,944NL00150002R5Ordinary shares CABKA / 24,710,600 0.01 247,106outstandingNL00150000S7Total ordinary shares 40,704,978 407,050issuedSpecial Shares 97,778 0.01 978Total shares issued 40,802,756 408,028

The 97,778 Special Shares are held by the Founders of DSC2 and are not publicly listed.

These 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, 2023 amounts to € 1,071,000 (Note 31).

For an overview of the ownership of the ordinary shares issued we refer to Note 16 of the

Company financial statements.

Share premium:

The share premium reserve of € 77,687,000 (2022: € 75,125,000) 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.

Limitations in the distribution of shareholder’s equity

A free distribution is restricted for the amount of capitalized internal development costs

as carried on the consolidated statement of financial position. As at 31 December 2023

the amount of capitalized development costs as carried on the consolidated statement of

financial position amounts to € 2,108,000 (2022: nil) as further detailed in Note 12 of the

Company Financial Statements of Cabka N.V., in which a legal reserve has been formed as

required under Dutch Law.

28. Share-based payments

VSOP and Roll-over shares (RoS)

Cabka Group GmbH issued in prior years a “Virtual stock-option plan” (hereinafter referred

to as “VSOP”) to offer virtual shares in Cabka Group GmbH to employees and members of

the management as variable compensation. The VSOP entitled the participating employees

to a cash payment in the amount of the excess of the equity value per share over a specified

exercise price, provided that the employees remain employed over a specified period of

time from grant date.

The fair value of the VSOP was estimated, initially and at the end of each reporting period

until settled, using a Black-Scholes-Merton option pricing model. Since the VSOP entitles for

cash compensation only, it was accounted for as cash-settled share-based payment. The

carrying amount of the liability relating to the VSOP at December 31, 2021 was € 4,168,000.

Following the listing of Cabka on March 1,2022, the VSOP agreement was converted in

a Rollover Agreement including accelerated vesting. At time of conversion, the liability

relating to the VSOP was increased to € 5,774,000, following the recognition of a share-

based payment expense of € 1,606,000. In accordance with the Rollover Agreement, 1/3rd

of the VSOP amount, representing a value of € 1,957,000 is to be settled in cash of which

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€ 1,712,000 was paid out in 2022 and the remaining amount in 2023. The other 2/3rd of

the VSOP amount, representing a value of € 3,817,000 has been settled in stock options to

acquire ordinary shares of Cabka N.V. (roll-over shares, RoS). These stock options had a

lock-up period of one year and were exercisable without any further (service) conditions and

an exercise price of zero as of March 1, 2023.

The roll-over shares have been accounted for as a modification of an existing cash-settled

share-based payment plan into an equity-settled share-based payment, with the existing

liability of € 3,837,000 being reclassified to other reserves in equity as at March 1, 2022.

The fair value of the roll-over shares was estimated at the grant date using a Black-Scholes-

Merton option pricing model. Since the options are directly exercisable after a one-year

period and have no strike price, the fair value of the option was close to the listed stock

price of the ordinary shares of Cabka N.V. as at March 1, 2022. During 2023, the roll-over-

shares were exercised, resulting in an issuance of 385,022 ordinary shares from treasury.

PSU Plan

Effective as of March 1, 2022, a performance share unit plan has been adopted (the PSU

Plan). The PSU Plan allows key employees a one-off award of performance share units (PSU)

where each PSU covers (the value) of one ordinary share of Cabka N.V. Subject to the terms

and conditions of the PSU Plan, vesting of the awarded PSUs will occur on different vesting

dates subject to the performance condition being met. Performance conditions are market

conditions of the quoted share price of Cabka reaching € 11.00, € 12.00 and € 13.00 (hurdles)

within five years’ time from grant date. Once a hurdle is met, the PSU vest in three equal

installments over a period of three years. The employee is then entitled to receive one

ordinary share per PSU without any payment, provided that the employee is still employed at

that time. When the hurdles are not achieved within 5 years, the option forfeites. The market

conditions are achieved if the share price equals or exceeds the stated hurdles for any 15

trading days out of a 30 consecutive trading day period (whereby such 15 trading days do not

have to be consecutive).

There are no cash settlement alternatives. The Group accounts for the PSU as an equity-

settled share-based payment.

The fair value of the PSU is estimated at the grant date using a modified Black-Scholes-

Merton option pricing model, considering the market conditions. The total fair value of the

grant is recorded as share-based payment expense over the estimated vesting period based

on graded vesting. Vesting period was estimated based on the date of highest probability

that hurdles are met according to option pricing model applied.

Finally, the CEO is entitled to Performance Shares (PS) subject to the performance

conditions being met. Performance conditions are market conditions of the quoted share

price of Cabka reaching € 16.00, € 18.00 and € 20.00 (hurdles). Once a hurdle is met, the

CEO is then entitled to receive one ordinary share per PS without any payment, provided

that he is still employed at that time.

There are no cash settlement alternatives. The Group accounts for the PS as an equity-

settled share-based payment.

The fair value of the PS was estimated at the grant date in 2022 using a modified Black-

Scholes-Merton option pricing model, considering the market conditions. The total fair value

of the grant is recorded as share-based payment expense over the estimated vesting period

based on graded vesting.

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As at December 31, 2023 (December 31, 2022), the Group recognized the following share-

based payment expenses for the above-mentioned plans in the statement of profit or loss:

Share- based payment expenseIN EURO X 1,000 2023 2022VSOP- 1,606PSU380 350PS164 137Share-based payment expenses 545 2,093

Movements of equity-settled options during the year:

Number of options ROS PS PSUOutstanding at January 1, 2023 387,520 450,000 438,558Granted during the year - - 31,428Forfeited during the year -2,498 - -30,349Exercised during year -385,022 - -Outstanding at December 31, 2023 - 450,000 439,637

VSOP options had an exercise price of € 29.70. All other options have an exercise price of zero.

The weighted average quoted share price of the ordinary shares at the date of exercise of the

roll-over shares was € 7.40. None of the options are exercisable as of December 31, 2023. The

weighted average remaining contractual life of the option is summarized as follows:

Weighted average remaining contractual life of options in years 2023 2022VSOP - -RoS - 0.17PSU 6.26 7.17PS 3.25 4.25

Remaining contractual life of PSU options reflects the maximum possible contractual lifespan

of 5 years for achieving the hurdles plus a consecutive 3 years vesting period. The PS options

granted to the CEO have in principle no contractual lifetime but are linked to a continuous

employment clause. Vesting of the PS options is therefore, amongst others, depending of

the annual reappointment of the CEO by the General Meeting. As at December 31, 2023, the

contractual lifetime is estimated at 3.25 years assuming annual reappointment of the CEO by

the General Meeting.

The weighted average fair values of options granted in 2023 and 2022 at the respective

measurement dates are summarized as follows:

Weighted average fair value of options at measurement date (in EUR)2023 2022VSOP - -RoS - 9.90PSU 2.02 4.41PS - 1.55

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The model inputs are summarized in the overview as follows:

Model inputs 2023 2022 2022 2022PSU PS PSU ROSModel used Modified BS Modified BS Modified BS Modified BSMeasurement date June 8, 2023 March 1, 2022 March 1, 2022 March 1, 2022Dividend yield (%) 2.35 1.49 1.49 1.49Expected volatility (%) 32.00 30.00 30.00 25.99Risk-free rate (%) 2.29 - 2.30 -0.43 -0.50 - -0.30 -0.70Expected life of 6.00 – 8.00 4.25 2.42 – 7.03 1.00options (years)Underlying share 6.37 10.05 10.05 10.05price (€)

The expected life of the options is based on expectations at measurement date,

considering early exercise behavior generally observed for employees, and is not

necessarily indicative of exercise patterns that may occur. Expected life of the PSU

(2022) and PS options is less than the maximum contractual lifespan. Expected life

of the PSU (2023) is equal to the maximum contractual lifespan. The expected volatility

reflects the assumption that the historical volatility over a period similar to the life of

the options is indicative of future trends, which may not necessarily be the actual

outcome.

Critical judgements on Share-based payments

Estimating fair value for share-based payment transactions requires determination of

the most appropriate valuation model, which depends on the terms and conditions of

the grant. This estimate also requires determination of the most appropriate inputs to

the valuation model including the expected life of the share option or appreciation right,

volatility and dividend yield and making assumptions about them.

29. Other reserves

The other reserves comprises the warrant reserve, Performance Shares reserve and share-

based payment (IFRS 2) 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.

The movement and breakdown of the other reserves can be stated as follows:

PERFOR-SHARE- TOTAL MANCE BASED OTHER IN EURO X 1,000 WARRANTSSHARESPAYMENTSRESERVES At January 1, 2022 - - - -Acquisition of DSC2 3,282 - - 3,282Issue of performance shares - 3,449 - 3,449Roll-over of VSOP - - 3,817 3,817Share-based payment expense PSU/PS - - 487 487At January 1, 2023 3,282 3,449 4,304 11,035Issue of performance shares (Note 28) - - 164 164Roll-over of VSOP (Note 28) - - -3,817 -3,817Share-based payment expense PSU - - 380 380(Note 28)At December 31, 2023 3,282 3,449 1,031 7, 762

Warrants:

The Warrants automatically and mandatorily convert when the closing price of the Ordinary

Shares of Cabka N.V. on Euronext Amsterdam reaches the respective minimum share price

threshold (€ 12.00 / € 13.00) for such Warrant on 15 trading days out of a 30 consecutive

trading day period (whereby such 15 trading days do not have to be consecutive), after which

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each corresponding Warrant converts into a number of Ordinary Shares based on the pre-

determined conversion ratio as further detailed below. As a consequence, a single Warrant

cannot convert into an Ordinary Share, other than together with and at the same time as such

a number of Warrants that, pursuant to the Warrant Conversion Ratio, entitles such Warrant

Holder to a minimum of one Ordinary Share. Upon conversion of Warrants, the Warrant Holders

will be charged €0.10 per Ordinary Share transferred to it in return for his or her conversion of

Warrants, of which €0.01 is required for payment of the nominal value of the Ordinary Share

allotted following the conversion, and €0.09 will be added to the share premium reserve.

CON-ORDINARY WARRANTS VERSION SHARES Number of warrants(UNITS)RATIO(UNITS)Warrants for ordinary shares – hurdle € 12,00 1,833,334 0.24 880,000Warrants for ordinary shares – hurdle € 13,00 1,833,334 0.36 1,320,000Outstanding at December 31, 2023 3,666,668 2,200,000

Performance Shares:

At initial listing, as agreed between all parties in the Business Combination Agreement,

Cabka N.V. issued 1,800,000 “Performance Shares” to the former majority shareholder of

Cabka Group GmbH.

These Performance Shares have no dividend rights nor voting rights until they are converted

into ordinary shares. For this reason, these performance shares are considered non-substantive

rights. Conversion to ordinary shares of Cabka N.V. will only take place if the share price of Cabka

N.V. equals or exceeds the following price hurdles 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):

• At € 16.00 – 600,000 performance shares will automatically convert into an equal number

of ordinary shares.

• At € 18.00 – 600,000 performance shares will automatically convert into an equal number

of ordinary shares.

• At € 20.00 – 600,000 performance shares will automatically convert into an equal number

of ordinary shares.

The Performance Shares issued to the former majority shareholder of CABKA are classified

as an equity instrument in accordance with IAS 32 as the Performance Shares issued do

not contain a contractual obligation to (i) deliver cash or another financial asset, or (ii)

to exchange financial assets or financial liabilities that are potentially unfavorable to the

combined entity. The Performance Shares do also not contain an obligation for the entity to

deliver a variable number of its own equity instruments, but relate to the exchange of a fixed

amount of cash (zero) for a fixed number of the entity’s ordinary shares. The fair value of the

Performance Shares at grant date March 1, 2022 amounted to € 3,449,200 and has been

recorded in other reserves against share premium.

The fair value of the Performance Shares is estimated at grant date using a modified Black-

Scholes-Merton option pricing model, taking into account the market conditions. The fair

value is not remeasured at each reporting date in accordance with IAS 32 requirements.

30. Foreign currency translation reserve

The foreign currency translation reserve of € -1,538,000 (2022: € -1,533,000) comprises

all foreign currency differences arising from the translation of the financial statements

of foreign operations. This legal reserve is not freely distributable in accordance with

Dutch law.

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31. Financial liabilities

The contractual maturities of the Group’s financial liabilities are as follows:

Financial liabilities split by remaining term on NON- December, 31 2023CURRENTCURRENTIN EURO X 1,000< 1 YEAR1 - 5 YEARS TOTALSpecial Shares liabilities 1,071 - 1,071Liabilities to banks 16,446 32,292 48,738Lease liabilities (IFRS 16) 2,349 7,005 9,353Rental purchase liabilities 898 3,962 4,860Financial liabilities 20,764 43,259 64,022

The financial liabilities of the previous financial year is summarized as follows:

Financial liabilities split by remaining term on NON- December, 31 2022CURRENTCURRENTIN EURO X 1,000< 1 YEAR1 - 5 YEARS TOTALSpecial Shares liabilities 1,176 - 1,176Liabilities to banks21,215 30,833 52,048Lease liabilities (IFRS 16) 1,998 5,342 7,340Rental purchase liabilities 2,804 2,283 5,087Others 89 - 89Financial liabilities 27,282 38,458 65,740

To cover its financing needs, Cabka uses leasing, long term loans and a syndicated loan which

was renewed on December 15, 2023. The new syndicated loan, with a consortium led by

Commerzbank AG, has a total initial debt facility of € 80,000,000 for four years. The facility

includes extension options for up to two years as well as an option to increase the facility by

an extra € 20,000,000 for further financial flexibility. Borrowing costs are recognized under

finance expenses in the consolidated statement of profit and loss disclosed in Note 14.

As of December 31, 2023 € 35,845,000 of the facilities were unused. The syndicated loan

is unsecured and had an initial term of 4 years with a maturity in December 2027. Besides

the syndicated loan there are secured long term loans of € 4,583,00 (thereof € 3,333,000

subordinated) with a maturity in December 2025. The weighted average interest rate at

December 31, 2023 was 5.4 % for liabilities to banks in EUR and 8.2 % for liabilities to banks

in USD. The syndicated loan contains several financial covenants which have to be met at

specific dates. All financial covenants are met at the reporting date. To reduce the interest

rate risk, Cabka uses interest rate derivatives as disclosed in Note 34.

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Financial liabilities movements are summarized as follows:

SPECIAL RENTAL SHARES LIABILITIES LEASE LIA-PURCHASE LIABILI-IN EURO X 1,000TO BANKSBILITITESLIABILITIESTIES OTHERS TOTALAt January 1, 56,469 8,386 7,556 - 142 72,553 2022Cash outﬂows / -9,696 -2,191 -2,900 - -53 -14,840 repaymentsAddition of leases 5,275 1,145 431 - - 6,851 Initial recognition upon acquisition - - - 2,737 - 2,737 of DSC2Fair value changes - - - -1,561 - -1,561 At December 31, 52,048 7,340 5,087 1,176 89 65,7402022Cash outﬂows / -3,310 -2,470 -2,727 - -89 -8,596repaymentsAdditions - 4,483 2,500 - - 6,983Fair value changes - - - -105 - -105At December 31, 48,738 9,353 4,860 1,071 - 64,0222023

Rental purchase liabilities and lease liabilities:

The rental purchase liabilities result from agreements entered into for the acquisition of

property, plant and equipment based on deferred payments, for which the agreement

includes the option to purchase the underlying asset. Because of this purchase option,

the underlying assets are considered to classify as owned assets under property, plant

and equipment rather than right-of use assets. Similarly, the rental purchase liabilities are

presented separately from regular lease liabilities. Additions in rental purchase liabilities

totaling € 2,500,000 are cash inflows from sale of an asset.

Lease liability additions in total € 4,483,000 in the reporting year have a non-cash character.

Special Shares liabilities:

As detailed in Note 27, 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, 2023 amounts to € 1,071,000 (2022: € 1,176,000).

The fair value of the Special Shares liabilities are estimated at each reporting date using

a modified Black-Scholes-Merton option pricing model, taking into account the market

conditions. During 2023, a fair value gain of € 105,000 (2022: € 1,516,000) has been recorded

in financial income (Note 13), which is the result of a lower ordinary share price of Cabka N.V.

as at December 31, 2023.

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32. Trade payables, other liabilities and contract liabilities

The trade payables and other liabilities are summarised in the overview below:

Trade payables and other liabilities at December 3120232022IN EURO X 1,000TOTALTOTALTrade payables 32,578 35,241Personnel related liabilities 3,861 4,985Others 4,888 2,406Other liabilities 8,749 7,391Trade payables and other liabilities 41,327 42,632

The category others relate to numerous other liabilities such as VAT, wage taxes and valuation of

interest rate derivatives with a nominal amount of € 5,000,000 and market value of € 159,000.

The contract liabilities are summarized in the overview below:

Contract liabilitiesIN EURO X 1,000 2023 2022Received prepayments on contracts 511 2,249Other contract liabilities 3,862 4,527Total contract liabilities 4,373 6,776

Other contract liabilities relate to received materials at the Eco-Products-Business which

are not processed for recycling yet. Therefore, according to IFRS 15, the received Eco

materials which are included in stock as at balance sheet date, are included as other

contract liabilities.

33. Provisions

The provisions are summarized in the overview below:

IN EURO X 1,0002023 2022Remaining other provisions 544 519Provisions for sales and marketing 294 213Total provisions 838 732

Remaining other provisions include various smaller items, of which a part of the liability

position is with uncertain timing towards a specific customer, where returned pallets were

received in exchange for new ones. Cabka sold pallets in the past to the customer with a

buyback clause, where a certain amount of those were receipt as per end of December 31,

2023. This will result in a future outflow of assets, where the timing is uncertain.

34. Financial instruments risk management objectives and policies

The Group’s principal financial liabilities comprise liabilities to banks and trade and other

payables. The main purpose of these financial liabilities is to finance the Group’s operations.

The Group’s principal financial assets include trade receivables, and cash and cash

equivalents that derive directly from its operations. The Group also enters into derivative

transactions.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior

management oversees the management of these risks. The Group’s senior management

is supported by specialists who advise on financial risks and the appropriate financial risk

governance framework for the Group. This includes appropriate policies and procedures and

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that financial risks are identified, measured and managed in accordance with the Group’s

policies and risk objectives. All derivative activities for risk management purposes are

carried out by specialists who have the appropriate skills, experience and supervision. It is

the Group’s policy that no trading in derivatives for speculative purposes may be undertaken.

The Board of Directors reviews and agrees policies for managing each of these risks, which

are summarized below.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will

fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of

changes in foreign exchange rates relates primarily to the Group’s operating activities (when

revenue or expense is denominated in a foreign currency).

Cabka uses derivative financial instruments as forwards and swaps to safe guard the foreign

currency risk exposure. Derivatives are measured at fair value and are generally recognized

in profit or loss. On December 31, 2023, Cabka had foreign exchange derivatives outstanding

with a nominal amount of € 14,034,000 (2022: € 2,393,000). At December 31, 2023, the fair

value of these instruments was € 325,000 (2022: € -23,000).

Foreign currency sensitivity

The impact on the Group’s profit after tax is due to changes in the fair value of monetary

assets and liabilities including non-designated foreign currency derivatives and embedded

derivatives.

The main foreign exchange risk results from the relation of USD and GBP against the EUR. If

the foreign currencies would have increased against the EUR by 10%, the post-tax loss for

the year would have been € 199,000 higher (2022: € 45,000 higher). The opposite applies in

the case of a weakening of currencies against the year of 10%.

Interest rate risk

The Group is exposed to interest rate risk. To economically hedge the interest rate risk

Cabka uses interest rate swaps and options. On December 31, 2023, Cabka had outstanding

interest rate derivatives with a nominal amount of € 10,000,000. If the interest rates at

December 31, 2023 would have been 100bps higher, the interest expenses would have been

€ 202,000 higher (2022: € 176,000 higher). The opposite applies in the case of a 100 bps

decrease in the interest rates, refer to Note 21 and 32.

Market risk

The market risk is the risk of the deterioration of the Group’s income due to movements in

market prices, such as those relating to exchange rates and interest rates. The management

of market risk exposure is intended to keep the market risk position within acceptable limits.

Derivatives are used to manage specific market risks. These transactions are carried out

within the treasury framework of the Group.

Liquidity risk

The Group has implemented a group wide daily cash reporting and monitors its liquidity with

a rolling liquidity forecast. Funding contains long term loans and lease contracts as well es

short term loans within the syndicated loan to maintain the necessary financial flexibility. The

syndicated loan facility matures in December 2027 and contains certain financial covenants.

If the financial covenants are not met at the reporting dates, the banks have the right to

request repayment of the outstanding loans. For further details on the credit facilities are

provided in Note 31.

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The following tables show the undiscounted future contractual cash flows from financial

liabilities at December 31, 2023 and 2022 including contractual interest payments:

Contractual cashﬂow of financial NON- liabilities 2023NET BOOK CURRENTCURRENTIN EURO X 1,000VALUE< 1 YEAR 1 - 5 YEARS TOTALLiabilities to banks 48,738 18,400 37,423 55,823Lease liabilities (IFRS 16) 9,353 2,588 7,825 10,413Rental purchase agreement 4,860 898 3,962 4,860Trade payables 32,578 32,578 - 32,578Total 95,529 54,464 49,210 103,674

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial

instrument or customer contract, leading to a financial loss. The Group is exposed to credit

risk from its operating activities (primarily trade receivables).

Capital management

The Management Board’s policy is designed to maintain a strong capital gearing to retain the

confidence of investors, creditors and the markets, and to safeguard the future development

of the business activities. The Management Board monitors the return on equity and the level

of dividend distributed to ordinary shareholders.

Trade receivables

Customer credit risk is managed by each business unit subject to the Group’s established

policy, procedures and control relating to customer credit risk management. Credit quality

of a customer is assessed based on an extensive credit rating scorecard and individual credit

limits are defined in accordance with this assessment. Outstanding customer receivables and

contract assets are regularly monitored and any shipments to major customers are generally

covered by letters of credit obtained from reputable banks and other financial institutions.

An impairment analysis is performed at each reporting date using a provision matrix to

measure expected credit losses. The provision rates are based on days past due for groupings

of various customer segments with similar loss patterns (i.e., by geographical region, product

type, customer type and rating, and coverage by letters of credit or other forms of credit

insurance). The calculation reflects the probability-weighted outcome, the time value of

money and reasonable and supportable information that is available at the reporting date

about past events, current conditions and forecasts of future economic conditions. Generally,

trade receivables are written-off if past due for more than one year and are not subject to

enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying

value of each class of financial assets disclosed in Note 7. The Group does not hold collateral as

security. The letters of credit and other forms of credit insurance are considered integral part

of trade receivables and considered in the calculation of impairment.

Contractual cashﬂow of financial NON- liabilities 2022NET BOOK CURRENTCURRENTIN EURO X 1,000VALUE < 1 YEAR 1 - 5 YEARS TOTALLiabilities to banks52,048 22,749 31,467 54,216Lease liabilities (IFRS 16) 7,340 2,110 5,551 7,661Rental purchase agreement 5,087 2,804 2,283 5,087Trade payables 35,241 35,241 - 35,241Other financial liabilities 89 89 - 89Total 99,805 62,993 39,301102,294

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Set out below is the information about the credit risk exposure on the Group’s trade

receivables using a provision matrix:

Trade receivables overview at De-cember 31, 2023 (Days past due)< 30 30 – 60 60+ IN EURO X 1,000 CURRENTDAYSDAYSDAYS TOTALReceivables outstanding 22,583 4,139 549 398 27,670Expected credit loss rate 0.09% 0.48% 3.64% 8.78% 0.34%Expected credit loss allowance 20 20 20 35 95

For the previous year this is summarized as follows:

Trade receivables overview at December 31, 2022 (Days past in due)< 30 30 – 60 60+ IN EURO X 1,000 CURRENTDAYSDAYSDAYS TOTALReceivables outstanding 25,768 4,287 716 1,099 31,870Expected credit loss rate 0.08% 0.47% 2.82% 3.68% 0.32%Expected credit loss allowance 20 20 20 41 101

The probability of default for trade receivables was determined on the basis of

actual historical bad debt losses. Actual historical bad debt losses are considered

on basis of individual companies. The expected probability of default is less than 1%.

An expected loss in the amount of € 95,000 (2022 € 101,000) was recognized.

Additionally individual impairments in the amount of € 116,000 (2022 € 55,000) were

recognized for trade receivables where actual circumstances lead to high probability

of default.

For the other financial assets such as other receivables and deposits the assumption is

applied that no expected credit loss is needed, due to low credit risk, the expected credit

losses are deemed as not significant.

Commodity price risk

The Group is exposed to energy price changes which are managed using forward contracts.

The Group manages other exposures to prices of raw materials and other materials

associated with off-take through commercial contracting. If wholesale energy prices would

have increased with 10%, the post-tax loss for the year would have been € 1,328,000 higher

(2022: €2,293,900). The opposite applies in the case of a reduction of the wholesale energy

prices of 10% in the year.

Climate risk and impact of extreme weather

Climate change and extreme weather events that accompany it, could have a potential

financial impact through damages to our infrastructure. This risk materialized at our US

subsidiary in St. Louis in August of 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 of physical climate

risks was conducted in 2023 for each one of Cabka’s operational locations as well as the

Innovation Center.

Fraud and non-compliance

Management of Cabka N.V. is aware of the inherent risk of fraud that it faces, both internally

and externally, in carrying out its activities. External parties must be able to trust that Cabka

N.V. and its employees do business in a reliable, honest and careful manner. Therefore,

Cabka N.V. has drawn up a code of ethics that is shared with every employee at the start

of their employment. The importance of the code of ethics and compliance is periodically

emphasized and is subject of discussion between manager and employee. In addition, a

separate suppliers code of conduct is available so that external supplier’s actions are in line

with those of Cabka.

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A confidential advisor and tipline, including a whistleblower policy where any abuses can

be reported confidentially, have been implemented. The code of ethics, suppliers code of

conduct and the whistleblower are available on our website and are therefore also shared ith

our external relations.

Cabka N.V. has measures in place to significantly reduce its exposure to fraud. An important

measure is the restriction of access (both physical and digital) for individuals to only those

areas where they perform their day-to-day activities, and segregation of duties (SoD) so that

important checks and balances are not combined within the same person. Both the user

access and SoD are reviewed and adjusted to be in line with the risk appetite if situations

change. A significant number of general IT controls around user access and SoD have been

designed. Cabka continues to address and improve the implementation and effectiveness of

the IT controls.

On top of the foundation of access management and SoD, Cabka also has an authorization

matrix to clearly define the responsibilities and authorization limits for each function within

the company. This ensures that only the right employees are involved when information is

processed or decisions are made with a certain level of (fraud) risk.

Despite all internal control measures, there remains the risk of management or the board

overriding internal controls and the risk of collusion between employees. Transparent

decision-making, the governance structure, an open culture in which we dare to call each

other to account, the presence of a confidential advisor to report non-ethical actions

(anonymously), and periodic internal and external audits on compliance, are measures that

must contribute to detecting instances of override of controls.

Conclusion

Management is of the opinion that, with all procedures and control measures taken in

account, the risk assessment provides a complete overview of the risks the company faces

and that adequate procedures are in place to mitigate these risks.

35. Commitments and Contingencies

Commitments

The Group has no lease contracts that have not yet commenced as at December, 31 2023.

Since Cabka is offering a buyback clause for pallets sold to specific customers, where the

raw material cost price is determined at fair market prices, there is a potential obligation for

Cabka to buy these returned pallets. If this occurs, it will be treated as material expense in

the consolidated statement of comprehensive income.

Legal claim contingency

There are no legal claims and contingencies outstanding that could have a material impact

on the Group.

Guarantees

The only guarantees provided are to wholly owned subsidiaries within the Group, there are

no guarantees provided for unrelated parties or their liabilities.

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36. Related party balances and transactions/disclosures

The following table provides the total amount of non- eliminated transactions with related

parties for 2023 and 2022. Transactions between consolidated Group companies are

eliminated in the consolidation and therefore not disclosed.

PURCHAS-AMOUNTS AMOUNTS SALES TO ES FROM OWED BY OWED TO Related parties 2023RELATED RELATED RELATED RELATED IN EURO X 1,000PARTIESPARTIESPARTIESPARTIESEntity with significant inﬂuence over the GroupRAM.ON Finance GmbH - 580 - -DSC Executive Directors Holding B.V. - - - -Brandaris Capital - 6 - -Entities under Common DirectorshipRAM.ON Real Estate GmbH - 442 - -Oceansix GmbH 3 63 1 1Gat & Heike Ramon 2 - 2 -

PURCHAS-AMOUNTS AMOUNTS SALES TO ES FROM OWED BY OWED TO Related parties 2022RELATED RELATED RELATED RELATED IN EURO X 1,000PARTIESPARTIESPARTIESPARTIESEntity with significant inﬂuence over the GroupRAM.ON Finance GmbH - 395 - -DSC Executive Directors Holding B.V. - 31 - -Brandaris Capital - 6 - 4Entities under Common DirectorshipRAM.ON Real Estate GmbH - 371 - 7Oceansix GmbH 67 105 47 6Gat & Heike Ramon 4 - 1 7

Transactions with related parties that are outside the Group are classified as trade

receivables and trade payables, respectively (see Notes 23 and 32)

The sales to and purchases from related parties are made on terms aiming to be equivalent

to transactions at arm’s length. Outstanding balances at the year-end are unsecured and

interest free and settlement occurs in cash. There have been no guarantees provided or

received for any related party receivables or payables.

On November 1, 2017, Cabka Group GmbH entered into a rental agreement for the office in

Berlin with Ram.on real estate GmbH for a period of 10 years, where total fees are amounting

to € 296,000 in 2023. In addition to that Cabka Spain S.L.U. has a rental agreement with

Ram.on real estate GmbH for the office building in Valencia commencing June 5, 2022 for

10 years, with total fees in the fiscal year of € 146,000. Both agreements are reflected in the

Balance Sheet under Right of Use assets (Note 19).

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In addition to the above-mentioned agreements there is a consultancy agreement

between Cabka N.V. (NL) and Ram.ON finance GmbH with effective starting date March

1, 2022 for four years, covering services for high level strategic consulting with regard to

the future corporate strategy and positioning of Cabka in the market using the special

know-how of the consultant. The fees amount to € 529,000 in the reporting year.

New leasing agreement with Oceansix GmbH on extruders is entered into with a total

expense of € 63,000 recorded in 2023.

In addition to the related party transactions as disclosed above, the Group has issued

several equity instruments to shareholders and key management employees during the

year ended December 31, 2023. Further details on these transactions are provided in

Note 27 (Share Capital and Share Premium), Note 28 (Share-based Payments), Note 29

(Other Reserves) and Note 31 (Financial Liabilities).

Compensation and share ownership of key management personnel and Supervisory Board

of the Group

For further disclosure of the compensation of key management personnel and Supervisory

Board of the Group we refer to Note 15 of the Company financial statements. For further

disclosure of share ownership we refer to Note 16 of the Company financial statements.

37. Accounting for the de-SPAC Transaction between Dutch Star

Companies Two B.V. and Cabka Group GmbH

On February 28, 2022 the General Meeting of Dutch Star Companies Two B.V. (DSC2)

resolved in favor of a business combination with Cabka Group GmbH (CABKA). The

(de-SPAC) Transaction was effectuated on March 1, 2022 when DSC2 acquired all shares

of CABKA in return for cash and ordinary shares in DSC2 issued to the shareholders of

CABKA.

On transaction date March 1, 2022, the fair value of the deemed consideration paid by

CABKA in return of the identifiable net assets of DSC2 was determined by multiplying the

total number of shares in the combined entity held by existing shareholders of

DSC2 multiplied by the listed share price of DSC2 per that date, representing a value

of €129,208,795.

On transaction date March 1, 2022, the fair value of the identifiable net assets of DSC2

amounted to € 102,445,198, consisting of cash and cash equivalents in the amount of

€ 108,452,211 and financial liabilities assumed by CABKA for warrants and special shares

issued by DSC2 in the amount of € 6,007,013. The difference between the fair value of the

deemed consideration paid by CABKA and the net assets acquired amounts to € 26,763,597

and was recorded as a share listing expense in profit or loss in accordance with IFRS 2. This

share listing expense represents a non-cash IFRS accounting item that is recorded directly

into equity, without impacting the total equity balance of the combined group.

Following the Transaction, DSC2 was renamed into Cabka N.V. on March 1, 2022.

Transaction costs:

Management has analyzed the total costs incurred in the Transaction to determine which were

incremental and directly attributable to the issuance of new shares, and therefore qualify

to be deducted from equity directly rather than being expensed through profit or loss in

accordance with IAS 32. The total incremental and directly attributable costs incurred related

to a combination of the issuance of new shares in exchange for cash and the issuance of new

shares in exchange for obtaining the stock-listing status. Only the part that could be attributed

to the issuance of new shares in exchange for cash was deducted from equity. The percentage

for this allocation was determined as the ratio of the total fair value of net assets acquired to the

total fair value of the shares issued. Consequently, a total amount of € 1,661,000 of incremental

and directly attributable costs for the issuance of new shares has been deducted from share

premium directly. Costs which are not incremental and directly attributable to the issuance of

shares in exchange for cash are expensed in profit or loss.

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Issue of Performance Shares:

At closing of the Transaction on March 1, 2022, as agreed between all parties in the Business

Combination Agreement dated December 22, 2021, the combined entity issued 1,800,000

“Performance Shares” to the former majority shareholder of CABKA. Additionally, the

combined entity issued 450,000 similar “Performance Shares” to the CEO of the combined

entity (Mr. Tim Litjens).

These Performance Shares have no dividend rights nor voting rights until they are converted

into ordinary shares. For this reason, these performance shares are considered non

substantive rights. Conversion to ordinary shares of Cabka N.V. will only take place if the

share price of Cabka N.V. equals or exceeds the following price hurdles 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):

1. At € 16.00 – 1/3 of the performance shares issued to each party will convert into an equal

number of ordinary shares.

2. At € 18.00 – 1/3 of the performance shares issued to each party will convert into an equal

number of ordinary shares.

3. At € 20.00 – 1/3 of the performance shares issued to each party will convert into an equal

number of ordinary shares.

The Performance Shares issued to the former majority shareholder of CABKA are classified

as an equity instrument in accordance with IAS 32 as the Performance Shares issued do

not contain a contractual obligation to (i) deliver cash or another financial asset, or (ii)

to exchange financial assets or financial liabilities that are potentially unfavorable to the

combined entity. The Performance Shares do also not contain an obligation for the entity

to deliver a variable number of its own equity instruments, but relate to the exchange of a

fixed amount of cash (zero) for a fixed number of the entity’s ordinary shares. As no service

conditions are applicable for the Special Shares issued to the former majority shareholders,

the performance shares issued are not in scope of IFRS 2 Share-based Payments. The fair

value of the Performance Shares at grant date March 1, 2022 amounted to € 3,449,200 and

has been recorded in other reserves against share premium.

The Performance Shares issued to the CEO, however, will only convert into ordinary shares

when Mr. Litjens is still engaged with CABKA in the role of CEO of the Group when the above

price hurdles are achieved. Due to this service (vesting) condition, the Performance Shares

issued to the CEO qualify as compensation for post-Transaction employment services and

hence are in scope of IFRS 2 Share-based Payments. The fair value of the Performance

Shares at grant date March 1, 2022 amounted to € 698,186 and are recorded as a share-

based payment expense in profit or loss over the estimated vesting period based on graded

vesting. For the financial year ending December 31, 2022 a total amount of € 136,000 has

been recorded in profit or loss in connection with this grant.

(Re)classification of warrant liabilities assumed by CABKA in the Transaction:

At closing of the Transaction on March 1, 2022, all warrants as issued by DSC2 prior to

the Transaction are reclassified from financial liabilities into equity instruments. Prior to

the closing of the Transaction, all warrants 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 fixed-forfixed criterion of IAS 32, and hence did not meet the classification of an

equity instrument. Instead, these warrants were classified as financial liabilities measured

at fair value through profit or loss (FVTPL), and CABKA is considered to have assumed these

liabilities in the Transaction as part of the net assets acquired from DSC2. With the closing of

the Transaction on March 1, 2022, however, the redemption clause forfeited automatically

in accordance with the underlying terms. Management therefore concludes that the fixed-

for-fixed criteria is no longer breached as of that date and reclassified the fair value of the

financial liabilities assumed by CABKA in the amount of € 3,281,668 to other reserves. Further

details on the terms and conditions of the warrants can be found in Note 29.

(Re)classification of Special Shares issued to Founders of DSC2 (SPAC):

Prior to the closing of the Transaction, DSC2 already had issued 293,333 Special Shares

to the Founders of the SPAC. In accordance with the underlying terms, a total number of

195,555 Special Shares automatically converted into 1,368,887 ordinary shares on Transaction

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Date as the underlying conditions were met, being (i) a share price of DSC2 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 to be resolved by the General Meeting of DSC2.

The remaining 97,778 Special Shares have equal dividend and voting rights as ordinary shares

and are therefore considered substantive rights. The 1,368,887 ordinary shares and 97,778

remaining Special Shares were therefore both included in determining the fair value of the

deemed consideration paid by CABKA in exchange for the identifiable net assets of DSC2. The

remaining 97,778 Special Shares each 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.

Management believes that the fair value of this conversion option does not meet the fixed-

for-fixed criterion of IAS 32 and therefore classified this conversion option as a financial

liability measured at fair value through profit or loss (FVTPL). The fair value of the financial

liability as at March 1, 2022 amounted to € 2,725,345 and is considered to be assumed by

CABKA in the Transaction as part of the net assets acquired from DSC2.

38. Events after the reporting date

• As of 1 January 2024, the Executive Committee has been streamlined, consisting of

Tim Litjens CEO, Frank Roerink CFO, Naiara Loroño CCO, Geert de Wilde COO,

Javier Fernandez CTIO and Irina Mengert CPO.

• As of 19 February 2024, Niek Hoek has been appointed as Chairman of the Supervisory

Board. The appointment was supported by the full Board, as part of a rotation following

the mid-term internal review. Mr. Manuel Beja will continue as vice chairperson of the

Supervisory Board.

• Resignation of CEO Tim Litjens per 30 September 2024 announced

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Company Financial Statements Company Statement of Profit and Loss

for the year ending on December 31, 2023 and 2022

Company Statement of Profit and Loss

IN EURO X 1,000 NOTES 2023 2022

Intercompany head office and other recharges 3 6,062 -

Total operating income 6,062 -

Personnel expenses 3 -1,501 -4,773

Depreciation and amortization -11 -

Other operating expenses 4 -2,992 -3,335

Share listing expenses - -26,764

Total operating expenses -4,504 -34,872

Finance income 5 1,047 1,927

Finance expenses 6 -72 -263

Net financial result 975 1,664

Result before taxes 2,533 -33,208

Income taxes 18 -501 520

Share of result in subsidiaries after income taxes -3,573 2,794

Net result after income taxes -1,541 -29,894

The accompanying notes are an integral part of these parent company financial statements.

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Company Statement of Financial Position

as at December 31, 2023 and 2022

(after appropriation of results)

Company Statement of Financial Position

IN EURO X 1,000 NOTES 2023 2022

ASSETS

Non-current assets

Investments in subsidiaries 7 30,069 33,370

Deferred tax assets 18 19 520

Right-of-use assets 293 -

Total non-current assets 30,381 33,891

Current Assets

Short-term financial assets 8 79,365 26,878

Other Short-term assets 8 2,341 917

Cash and cash equivalents 9 2,752 15,305

Total current assets 84,458 43,100

Total assets 114,839 76,991

Company Statement of Financial Position

IN EURO X 1,000 NOTES 2023 2022

LIABILITIES

Equity

Share capital 10 408 405

Treasury shares 10 -160 -164

Share premium 11 77,687 75,125

Other reserves 12 7,762 11,035

Legal reserve 12 2,108 -

Retained earnings 14 -15,696 -12,139

Foreign currency translation reserve 13 -1,372 -1,533

Total equity 70,737 72,729

Non-current liabilities

Long-term financial liabilities 17 30,218 -

Total non-current liabilities 30,218 -

Current liabilities

Short-term financial liabilities 17 8,757 1,176

Trade payables 17 767 -

Other short-term liabilities 17 4,360 3,086

Total current liabilities 13,884 4,262

Total liabilities 44,102 4,262

Total equity plus liabilities 114,839 76,991

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Notes to the Company Financial Statements

1. Corporate information

Cabka N.V. is a listed public company which is registered in the Chamber of Commerce

Amsterdam under number 80504493. As of 1 March 2024, the Company has moved its

registered office to John M. Keynesplein 10, 1066 EP, Amsterdam, the Netherlands (previously

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. Personnel expenses and head office recharges

The personnel expenses during the year relate to the following:

Personnel expenses

IN EURO X 1,000

2023 2022

Wages and salaries 895 402

Social security charges 46 215

Share-based payment expense 545 4,115

Other costs of personnel 15 41

Personnel expenses 1,501 4,773

In the financial year 2023 the average FTE was 4 and in the previous year 3. The details of

directors’ compensation are presented in Note 15. Part of the Management Board members

are incorporated in the overview above.

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Intercompany head office and other recharges totaling € 6,062,000 include management

services provided from the parental company to the affiliates for the period March 1, 2022 to

Dec 31, 2022 in total € 2,423,000 and from January 1, 2023 to Dec 31, 2023 € 3,639,000.

Share-based payments expense of the Company financial statements includes the expenses

for PS and PSU of the reporting year. Further details on the share-based payment expenses

are disclosed in Note 28 of the consolidated financial statements.

4. Other operating expenses

The other operating expenses during the year relate to the following:

Other operating expenses

IN EURO X 1,000 2023 2022

Legal, audit and consulting fees 2,309 2,888

Supervisory Board fees 246 191

Other operating expenses 437 256

Other operating expenses 2,992 3,335

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 2023, and in 2022:

20232022OTHER OTHER BDO BDO 2023NETWORK 20232022NETWORK 2022IN EURO X 1,000BDO NLFIRMSTOTALBDO NLFIRMSTOTALAuditor of financial 550 289 839 662 221 883statementsTax advisory - - - - 7 7servicesOther non-audit 23 - 23 - - -servicesFees to the 573 289 862 662 228 890auditor

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).

5. Finance income

The finance income of € 1,047,000 (2022 € 1,927,000) relates to the fair value change of

the Special Shares conversion option for the amount of € 105,000 (2022 € 1,176,000) as

further detailed in Note 10 (Share Capital) and Note 17 (Financial Liabilities) of the Company

financial statements. Of the remaining amount, € 814,000 relates to interest received on

intercompany loans receivable and € 128,000 relates to interest received from banks.

Cabka Annual Report 2023 – 150

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Corporate governance Financial reportManagement report ESG

6. Finance expense

The interest expense of € 72,000 (2022 € 263,000) relates to interest on bank liabilities.

7. 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 5 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 January 1, 2022 -

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

Share in result of subsidiaries -3,573

Foreign currency translation differences 166

Other movements 106

At December 31, 2023 30,069

There were no changes in the ownership of subsidiaries during 2023.

8. Short-term financial and other 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

2023 2022

Receivable on Cabka Group GmbH 78,301 25,865

Receivable on Cabka Spain S.L.U. 1,064 1,013

Short-term financial assets 79,365 26,878

The receivables on Group companies have a maturity of 12 months and bear an interest of

5.7%. No securities were obtained.

Other short-term assets include VAT receivables totaling € 1,534,000, thereof € 440,000

from IPO related costs, on which the final conclusion from the authorities is outstanding.

9. Cash and cash equivalents

Cash and cash equivalents of € 2,752,000 (2022: € 15,305,000) consist of cash at bank

balances. The cash and cash equivalents are freely disposable to Cabka N.V.

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10. Share capital

As at December 31, 2023, the authorized capital of Cabka N.V. consists of 150,000,000

ordinary shares and 300,000 Special Shares, of which 24,710,600 ordinary shares and 97,778

Special Shares are issued. A total number of 15,994,378 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, 2023 can be specified as follows:

Share Capital

(UNITS)

NOMINAL

VALUE

IN EURO

CAPITAL

IN EURO ISIN

Ordinary shares in treasury 15,994,378 0.01 159,944

DSC2S /

NL00150002R5

Ordinary shares outstanding 24,710,600 0.01 247,106

CABKA /

NL00150000S7

Total ordinary shares issued 40,704,978 4 07,050

Special Shares 97,778 0.01 978

Total shares issued 40,802,756 408,028

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, 2023 amounts to € 1,071,000 (2022: € 1,176,000) (Note 17).

The issued share capital as at December 31, 2022 can be specified as follows:

Share Capital

(UNITS)

NOMINAL

VALUE

IN EURO

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

Further details on outstanding Warrants as at December 31, 2023 are disclosed in Note 29 of

the consolidated financial statements.

11. Share premium

The share premium reserve of € 77,687,000 (2022: € 75,125,000) 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.

12. Other and legal reserves

The other reserves of € 7,762,000 (2022: € 11,035,000) 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 29 of the consolidated financial statements.

In conformity with the Dutch Civil Code, a legal reserve is recognized for the carrying

Cabka Annual Report 2023 – 152

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Corporate governance Financial reportManagement report ESG

amount of internally developed capitalized cost for the design of tools, moulds and dies

involving new technology. The total legal reserve for research & developments as per 31

December 2023 amounts to € 2,108,000 (2022: nil).

13. Foreign currency translation reserve

The foreign currency translation reserve of € -1,372,000 comprises all foreign currency

differences arising from the translation of the financial statements of foreign operations

(2022: € -1,533,000). This legal reserve is not freely distributable in accordance with

Dutch law.

14. Equity overview

As at December 31, 2023, the shareholders’ equity in the Company financial statements

equals the equity attributable to common shareholders as presented in the consolidated

financial statements for a total of € 70,737,000 (2022: € 72,729,000).

In the Company’s comparative figures, the loss for 2022 is € 149,000, which was higher than

the consolidated loss. The 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 last year.

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.

Cabka Annual Report 2023 – 153

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Corporate governance Financial reportManagement report ESG

IN EURO X 1,000

CAPITAL

PREMIUM

TREASURY

OTHER

AND

LEGAL

RESERVES

FOREIGN

CURRENCY

TRANS-

LATION

RESERVE

RETAINED

EARNINGS

NON-

CON-

TROLLING

INTERESTS

TOTAL

EQUITY

At January 1, 2022 34 - - - - -3,216 - -3,182

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 - -29,894

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 - 4,304

At December 31, 2022 405 75,125 -164 11,035 -1,533 -12,139 - 72,729

Loss for the year - - - - - -1,541 -

-1,541

Other comprehensive income/(loss)- exchange difference

- - - 166 - - 166

Total comprehensive income/(loss)-for the year - - - - 166 -1,541 - -1,375

Transactions with owners of the Company

Other movements of the year - 15 -

-5 92 - 102

Reclass from VSOP roll-over - 3,681 - - - - -

3,681

Increase of PSU and PS 3 - - 544 - - - 547

Decrease from VSOP roll-over - - - -3,817 - - - -3,817

Decrease of treasury shares at nominal value 0.01 Euro - - 4 - - - - 4

Dividends to equity holders - -1,219 - - - - - -1,219

Sale of treasury shares - 85 - - - - - 85

Forming of legal reserve - - - 2,108 - -2,108 - -

Total transactions with owners of the Company 3

2,562

4 -1,165 -5 -2,016 -

-617

At December 31, 2023 408 7 7,687 -160 9,870 -1,372 -15,696 - 70,737

The movement in the Company’s equity during the financial year is as follows:

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15. 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 € 1,079,000 (2022: € 2,048,000).

Management board

The remuneration is as follows:

Remuneration

Management

board 2023

IN EURO X 1,000

FIXED

REMU-

NERA-

TION

VSOP

EXPENSES

PSU

EXPENSES

OTHER

COMPEN-

SATION TOTAL

T. Litjens

451 - 131 164 11 757

F. Roerink

285 - 5 - 11 301

N. Küpcü

(until Feb 1)

19 - 2 - - 21

Total

755

- 138 164 22

1,079

Remuneration

Management

board 2022

IN EURO X 1,000

FIXED

REMU-

NERA-

TION

VSOP EX-

PENSES

PSU

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

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, 2/3rd, (respectively

T. Litjens 250,013 and N. Küpcü 27.502 shares) of the former VSOP program 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 2023, a total of 142,853 PSU’s have been granted to T. Litjens and a total of 31,428 PSU’s to

F. Roerink.

Supervisory board

The total remuneration of current and former Supervisory Board members in 2023 amounts

to € 246,000 (2022: € 191,000).

Total overview of remuneration per Supervisory Board member for 2023 and 2022:

FIXED REMUNERATION

VARIABLE

REMUNE-

RATION 2023 2022

Remuneration

Supervisory

board

IN EURO X 1,000

MEMBER-

SHIP

COMMIT-

TEES

TRAVEL

AND OTHER

EXPENSES

TOTAL

REMUNER-

ATION FIXED

VARIA-

BLE

TOTAL

REMU-

NERA-

TION

M. Beja

42 6 3 51 33 6 39

G. Ramon

32 6 3 41 25 7 32

N. Hoek

32 3 3 38 25 5 30

T.P. Henkin

32 3 3 38 25 5 30

J. Holscher

32 6 3 41 25 6 31

S. Nanninga

32 3 3 38 25 4 29

Total - 2023 202 29 16 246 158 33 191

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The current Supervisory Board of Cabka N.V. was appointed by the General Meeting on

March 1, 2022.

The majority shareholder RAM.ON GmbH (managed by the founder of Cabka Gat Ramon

and Heike Ramon) has a consultancy agreement with Cabka for services as disclosed in the

Shareholder Circular for a total of € 500,000, which was increased as of January 1, 2023 due to

a inflation correction as stipulated in the consultancy agreement to an amount of € 529,000.

The fixed compensation for the chair of the Supervisory Board has been increased per April 1,

2023 and is set at € 42,600 per year. The other Supervisory Directors will receive a fixed

compensation of € 31,950 per year. The Supervisory Directors will receive an additional

€ 3,195 in case of membership of the Audit committee and € 3,195 in case of membership of

the Remuneration and nomination committee, if any. In addition, each Supervisory Director

will receive an additional 2,662 per year for compensation of daily travel expenses.

16. Share ownership

The issued ordinary shares are divided as follows:

Share ownership

% SHARES

RAM.ON Finance GmbH

12,119,106 46.58%

DSC Executive Directors Holding BV

1,389,0 04 5.99%

Eikenbosch Holding BV

1,054,285 4.25%

Miscellaneous C.V.

405,495 1.63%

De Vaart der Volkeren C.V.

405,495 1.63%

Free Float

9,160,214 36.92%

VSOP shares

177,001 0.71%

Total shares outstanding

24,710,600 100%

Potential dilution of the total number of issued ordinary shares can be triggered at the

following thresholds (Note 28, 29 of the consolidated financial statements)

• VSOP, former performance share program management: maximum of 385,022 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.

As disclosed in Note 28 of the consolidated financial statements, 2/3rd, (respectively T.

Litjens 250,013 and N. Küpcü 27,502 shares) of the former VSOP program 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.

Cabka Annual Report 2023 – 156

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The share ownership of the Supervisory Board as of December 31, 2023 and 2022 is as in the

table below:

Share ownership Supervisory Board

IN ORDINARY SHARES 2023 2022

M. Beja

- -

G. Ramon

12,119,106 11,172,000

N. Hoek

462,996 489,317

T.P. Henkin

- -

J. Holscher

- -

S. Nanninga

431,980 426,128

Total

13,014,082 12,087,445

17. Financial liabilities, trade payables and other short-term liabilities

The financial liabilities during the year relate to the following:

Financial liabilities at December 31

IN EURO X 1,000

2023

< 1 YEAR

2023

> 1 YEAR

2023

TOTAL

2022

TOTAL

Special Shares liabilities

1,071 - 1,071 1,176

Liabilities to banks

7,612 30,000 37,612 -

Liabilities for leasing

74 218 292 -

Liabilities to Group companies

3,547 - 3,547 2,095

Liabilities to tax authorities

609 - 609 607

Accruals

99 - 99 220

Trade payables

766 - 766 -

Others

105 - 105 164

Financial liabilities

13,883 30,218 44,101 4,262

Special Shares liabilities:

As detailed in Note 27 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, 2023 amounts

to € 1,071,000 (2022: € 1,176,000).

Cabka Annual Report 2023 – 157

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Liabilities to Group Companies:

Liabilities to affiliated companies are IPO related expenses recharged from Cabka Group

GmbH to the parent company.

18. Deferred taxes

Deferred tax assets in an amount of € 19,000 (2022: € 520,000) have been recognized in

respect of the utilization of all tax losses for the prior years with a remaining amount of

€73,000 (2022: € 2,081,000). This resulted in € 501,000 lower deferred taxes versus prior

year, recorded in the company statement of profit and loss.

19. Commitments

In 2023 Cabka N.V. has entered into a joint liability for long term loans of

Cabka Group GmbH for an amount of € 4,583,000 (2022: € 0).

20. Post-balance sheet events

• As of 1 January 2024, the Executive Committee has been streamlined, consisting of Tim

Litjens CEO, Frank Roerink CFO, Naiara Loroño CCO, Geert de Wilde COO, Javier Fernandez

CTIO and Irina Mengert CPO.

• As of 19 February 2024, Niek Hoek has been appointed as Chairman of the Supervisory

Board. The appointment was supported by the full Board, as part of a rotation following

the mid-term internal review. Mr. Manuel Beja will continue as vice chairperson of the

Supervisory Board.

• Resignation of CEO Tim Litjens per 30 September 2024 announced

21. Appropriation of result

The Management Board of the Company proposes, with the approval from the Supervisory

Board, that the result for the financial year 2023 should be transferred to reserves.

In addition, the Board proposes to distribute a payment to the shareholders totaling € 0.15

per ordinary share 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.

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.

Amsterdam, 17 April 2024

Management Board Supervisory Board

T. Litjens M. Beja

F. Roerink G. Ramon

N. Hoek

T.P. Henkin

J. Holscher

S. Nanninga

Cabka Annual Report 2023 – 158

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Corporate governance Financial reportManagement report ESG

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.

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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 2023

INCLUDED IN THE ANNUAL REPORT

Our opinion

We have audited the financial statements 2023 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 2023;

2. the following statements for 2023:

the consolidated income statement,

the consolidated statements of

comprehensive income, changes in

equity and cash ﬂows; and

3. the notes comprising material

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 2023 and

of its result and its cash ﬂows for 2023 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 2023;

2. the company profit and loss account for

2023; and

3. the notes comprising material

accounting policies and other

explanatory information.

In our opinion, the accompanying

company financial statements give a true

and fair view of the financial position of

Cabka N.V. as at 31 December 2023 and of

its result for 2023 in accordance with Part

9 of Book 2 of the Dutch Civil Code.

Cabka Annual Report 2023 – 159

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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 € 2.9 million. 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 € 145,000, 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 full scope audit procedures for Cabka N.V. ourselves;

performed specific scope audit procedures for Cabka Group GmbH and Cabka North

America Inc. ourselves; and

used the work of other auditors when auditing the entities Cabka GmbH & Co. KG,

Cabka Eco Products GmbH & Co. KG, Cabka N.V. (Belgium) and Cabka Spain S.L.U.

We developed a plan for overseeing each component audit team based on its relative

significance and specific risk characteristics. For Cabka GmbH & Co. KG, Cabka N.V.

(Belgium) and Cabka Spain S.L.U., full scope audits were performed by the component

auditors. For Cabka Eco Products GmbH & Co. KG specific procedures were performed by

the component auditor.

Our oversight procedures included issuing tailor-made group audit instructions, virtual

meetings throughout the audit process with the component auditors, remote working

Cabka Annual Report 2023 – 161

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paper reviews as well as site visit for Cabka Spain S.L.U, virtual meetings with the

component management and reviewing component audit team deliverables to gain

sufficient understanding of the work performed.

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 2.1 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 the following:

We 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;

We 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;

We analyzed whether the current and necessary financing to be able to continue all the

business activities is secured, including compliance with relevant covenants;

We 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 board‘s

assumptions and the going concern assumption used. Therefore we agree with

management’s conclusion that Cabka is able to continue as going concern for at least the

period of twelve months after signing this independent auditor’s report.

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 34 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,

Group Audit

divided into revenue

Group Audit

divided into asset

Audit

Specific proc.

Not in scope

Audit

Specific proc.

Not in scope

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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;

• Consolidation adjustment entries;

• 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 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/elimination entries and making estimates, assuming a risk

of management override of controls of that process.

• We have selected manual journal entries based on risk criteria, such as, journal entries in

revenue recognition. We performed substantive audit procedures on these.

• We have tested the material adjustment entries done in the consolidation by obtaining

underlying documentation.

• We have performed audit procedures on management estimates, including the processes

related to these estimates.

• 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.

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 to fraud is present.

We identified the following fraud risks and performed the following specific procedures:

Cabka Annual Report 2023 – 162

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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 the risk of

inappropriate manual journal entries.

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.

Cabka Annual Report 2023 – 163

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REVENUE RECOGNITION OUR AUDIT APPROACH

During the year ended 31 December 2023, the group recognised revenue from

contracts with customers amounting to € 196.9 million relating to sales of goods and

services as disclosed in Note 6.

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 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 the risk of inappropriate manual journal entries.

Our audit procedures included, amongst others:

• Evaluating the revenue recognition policies for all material streams of revenue, as well as

significant customer contracts, 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 6).

Based on the audit procedures performed, we have not identified any material findings.

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.

Our audit procedures did not lead to indications or suspicions 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 2023 – 164

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DEVELOPING CONTROL ENVIRONMENT OUR AUDIT APPROACH

With the listing of Cabka as of the 1st of March 2022, Cabka started a process of

developing their internal control environment as well as their IT general controls

in order to mature and reach a higher level of control that fits with being a listed

company.

Last year BDO has noted that the control environment of Cabka had not yet

fully matured, which resulted in the identification of a risk related to the design,

implementation, and operational effectiveness of the (IT general) controls.

Our audit approach included an assessment of the controls that management relies on for

financial reporting through an interim audit. The purpose of our interim audit was to assess

the level of the internal control environment of Cabka.

IT specialists were involved in testing IT general controls for Cabka. Procedures included

assessing the complexity of the IT environment, evaluating the design and implementation

of general controls over program development and changes, access to programs and data,

and IT operations.

We noted that Cabka has improved its control environment compared to prior year,

however we believe that there is still room for further improvement mainly in the internal

control structure. We have seen continuous progress in the development of the internal

control structure of Cabka mainly in Germany and on group control level but believe that

there is still room for further improvement.

Cabka Annual Report 2023 – 165

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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:

About Us;

Management report;

ESG report;

Corporate Governance;

other information as required by Part 9 of Book 2 of the Dutch Civil Code;

In-Control statement; and

EU taxonomy.

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

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU

Regulation on specific requirements regarding statutory audit of public-interest entities.

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 marked-up

consolidated financial statements as included in the reporting package by Cabka N.V.,

complies in all material respects with the RTS on ESEF.

Management is responsible for preparing the annual report including the financial

statements in accordance with the RTS on ESEF, whereby management combines the

various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual

report complies with the RTS on ESEF.

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).

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Our examination included amongst others:

obtaining an understanding of the entity's financial reporting process,

including the preparation of the reporting package;

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

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;

Cabka Annual Report 2023 – 167

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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, 17 April 2024

For and on behalf of BDO Audit & Assurance B.V.,

sgd. drs. J.F. van Erve RA

Cabka Annual Report 2023 – 168

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Assurance report of

the independent auditor

To: the shareholders and Supervisory Board of Cabka N.V.

Our conclusion

We have examined the selected ESG key performance indicators included in the annual

report 2023 of Cabka N.V. at Amsterdam.

Based on the procedures performed and evidence obtained, nothing has come to our

attention that causes us to believe that the selected ESG key performance indicators

included in the annual report 2023 of Cabka N.V. are not prepared, in all material

respects, in accordance with the applicable criteria.

The selected key performance indicators in the annual report 2023 that we have

examined:

emissions - Scope 1 and 2 emissions (page 49);

Energy consumption (page 49);

Overall total weight of resource inﬂow of raw materials used during reporting period

(page 52);

Absolute weight and % of recycled raw materials used to manufacture products (page 52).

(hereafter: the selected ESG key performance indicators).

Basis for our conclusion

We performed our examination in accordance with Dutch law, including Dutch Standard

3000A ‘Assurance-opdrachten anders dan opdrachten tot controle of beoordeling van

historische financiële informatie (attest-opdrachten)’ (‘Assurance engagements other

than audits or reviews of historical financial information (attestation engagements))’. This

engagement is aimed to obtain limited assurance. Our responsibilities in this regard are

further described in the ‘Our responsibilities for the examination of selected ESG key

performance indicators 2023’ section of our report.

We are independent of Cabka N.V. in accordance with the ‘Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for

Cabka Annual Report 2023 – 169

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Professional Accountants, a regulation with respect to independence) and other relevant

independence requirements in The Netherlands. Furthermore we have complied with the

‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

We believe that the assurance evidence we have obtained is sufficient and appropriate to

provide a basis for our conclusion.

Applicable criteria

The criteria applied for the preparation of the selected ESG key performance indicators

are disclosed on page 68 and 69 in the KPI definitions paragraph in the annual report

2023. The comparability of the selected ESG key performance indicators between entities

and over time may be affected by the absence of an uniform practice on which to draw,

to evaluate and measure this information. This allows for the application of different, but

acceptable, measurement techniques.

Consequently, the selected ESG key performance indicators needs to be read and

understood together with the criteria applied.

Limitation in the scope of our assurance engagement

Our assurance engagement is limited to the selected ESG key performance indicators for

2023. We have not performed any assurance procedures for other information in the 2023

annual report of Cabka N.V. in the context of this engagement.

Responsibilities of the Management Board and the Supervisory Board for the selected

ESG key performance indicators

The Management Board is responsible for the preparation of the selected ESG key

performance indicators in accordance with the applicable criteria, including the

identification of the intended users and the criteria being applicable for their purposes.

In this context, the Management Board is responsible for such internal control as it

determines is necessary to enable the preparation, measurement or evaluation of the

selected ESG key performance indicators that are free from material misstatement,

whether due to error or fraud. The supervisory board is responsible for overseeing the

company’s reporting process for the selected ESG key performance indicators.

Our responsibilities for the examination the selected ESG key performance indicators 2023

Our objective is to plan and perform our examination in a manner that allows us to obtain

sufficient and appropriate assurance evidence for our conclusion.

The procedures performed in this context differ in nature and timing and are less extent

as compared to reasonable assurance engagements. The level of assurance obtained in

a limited assurance engagement is therefore substantially lower than the assurance that

would have been obtained had a reasonable assurance engagement been performed.

We apply the ‘Nadere voorschriften kwaliteitssystemen’ (NVKS, Regulations for quality

management systems) and accordingly maintain a comprehensive system of quality

control including documented policies and procedures regarding compliance with ethical

requirements, professional standards and applicable legal and regulatory requirements.

Our examination included among others:

Identifying areas where a material misstatement of the subject matter information is

likely to arise, designing and performing procedures to address the areas identified and

to obtain limited assurance to support our conclusion;

Considering internal control relevant to the examination of the selected ESG key

performance indicators, in order to design assurance procedures that are appropriate

in the circumstances, but not for the purpose of expressing an opinion on the

effectiveness of the company’s internal control;

Gaining an understanding of the reporting processes underlying the selected ESG key

performance indicators, including obtaining a high-level understanding of internal

control measures, as far as they are relevant to our assurance engagement

Identifying areas of the selected ESG key performance indicators with a higher risk of

misleading or unbalanced information or material misstatements due to errors or fraud.

Based on this risk assessment, determining and performing assurance procedures

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aimed at establishing the plausibility of the selected ESG key performance indicators

and obtaining assurance information that is sufficient and appropriate as a basis for our

conclusion. These assurance procedures include:

Conducting interviews with management and relevant employees responsible for

providing, performing internal controls on, and consolidating data into the selected

ESG key performance indicators for 2023;

Obtaining assurance information that the selected ESG key performance indicators for

2023 reconcile with the underlying company records;

Assessing relevant internal and external documentation based on limited sampling;

Analytically evaluating data and trends;

Evaluating the suitability of the reporting criteria used, their consistent application,

and the disclosures made in the 2023 annual report. This also includes evaluating the

reasonableness of management’s estimates;

Considering whether the selected ESG key performance indicators is clearly and

adequately disclosed in accordance with applicable criteria.

Reading the information in the annual report which is not included in the scope of our

assurance engagement to identify material inconsistencies, if any, with the selected ESG

key performance indicators.

Amstelveen, 17 April 2024

For and on behalf of BDO Audit & Assurance B.V.,

sgd. drs. J.F. van Erve RA

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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, 17 April 2024

Tim Litjens Frank Roerink

Chief Executive Officer Chief Financial Officer

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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. Further delegated

acts were adopted in 2023 to define economic activities

contributing to the remaining objectives of sustainable

use and protection of water and marine resources (3),

transition to a circular economy (4), pollution prevention

and control (5) and protection and restoration of

biodiversity and ecosystems (6). Thus the reporting scope

expanded from FY 2022 to FY 2023.

Technical Screening Criteria for these 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.

The Taxonomy framework provisions effective at the

publishing date of this Annual Report requires Cabka

to disclose the proportion of its turnover, capital, and

operational expenditure from taxonomy-eligible and non-

eligible economic activities.

Cabka’s taxonomy eligibility

Economic Activities defined in Delegated Regulation

(EU) 2021/2139 and the additional 2023 regulation (EU)

2023/2485 and (EU) 2023/2486 were used to identify

which of Cabka’s activities are taxonomy eligible in FY

2023.

The definition of economic activities contributing to the

transition to a circular economy in additional delegated

acts adopted in 2023, expectedly cover more of Cabka’s

business model and related individual economic activities

compared to the scope of FY 2022 which focussed only

on activities making a contribution to climate change

mitigation and climate change adaptation.

This initiated a complete review of the economic activities

and how they match against value chain steps undertaken

within Cabka operations. Cabka’s main focus is on recycling

and the manufacture of products from recycled plastics.

With our integrated business model, in-house recycled

plastics do not generate direct revenues but are further

processed into final products.

Cabka’s material handling manufacturing operations and

resulting products plastic pallets and large load carriers

fall within the Manufacture of Plastic Packaging Goods (1.1)

as defined in Annex II by the delegated act (EU) 2023/2486

EU Taxonomy

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as a sustainable economic activity. Cabka decided to re-classify its recycling operations

which were in FY 2022 assessed as the taxonomy activity 3.17 Manufacture of Plastics,

in FY 2023 into the activity 5.9 Material recovery from non-hazardous waste. The EU

Taxonomy climate mitigation, adaptation and other environmental objectives inherently

cover different types of recycling activities with overlapping definitions. The classification

of Cabka’s recycling activities under 5.9 Material recovery from non-hazardous waste

includes a larger scope of Cabka’s processes.

Cabka’s eligible activities

Environmental

Objective

ACTIVITY

NUMBER

ACTIVITY NAME DESCRIPTION AND MAIN ACTIVITIES OF CABKA

Climate Change

Mitigation /

Climate Change

Adaptation

5.9

Material

recovery from

non-hazardous

waste

Cabka engages in recycling of post-consumer

and post-industrial waste streams to recover

secondary materials to be processed again

in subsequent inhouse and external product

manufacturing and replacing virgin material.

Transition to the

circular economy

1.1

Manufacture

of plastic

packaging

goods

Cabka manufactures reusable plastic pallets

and containers for packaging and transport

purposes out of recycled material.

Status on alignment

EU Taxonomy alignment requires an assessment of compliance with the technical

screening section of each economic activity which consists of 1) substantial contribution

criteria as well as 2) “Do no significant harm” – criteria defined for each economic activity

and compliance with minimum social safeguards.

Cabka conducted a taxonomy alignment assessment for its operations which are classified

in EU Taxonomy activities 1.1 Manufacture of Plastic Packaging Goods and 5.9 Material

recovery from non-hazardous waste.

Interpretation of assessment criteria is in certain circumstances not straightforward

as they refer to multiple regulations and directives. The existence and requirements of

documentation can be challenging to establish. In our judgement we have thus taken a range

of perspectives and used a multitude of sources. Considering the evolving character of the

European regulatory framework, the level of complexity of the available legislation, and

the lack of clarity around how to interpret and apply it, we anticipate this interpretation to

require an annual review and thus conformity with the criteria to continue to evolve.

The criteria set by the EU Taxonomy for compliance with the substantial contribution to

the transition to a circular economy with the manufacture of plastic packaging goods

are orientated towards requirements on packaging goods already in place on a European

level and national level. We have conducted a product level assessment to identify aligned

products. Recycling activities have been assessed on their contribution compliance with

the means of recycling yields to document the required threshold of the recycling streams

defined by the EU Taxonomy.

Do no significant harm criteria (DNSH) require for both economic activities a climate risk

and vulnerability assessment. This aligns with the physical risk assessment conducted

for our overall business. The assessment was prepared and conducted according to

requirements set by the EU Taxonomy requirements set in (EU) 2021/2139 in Appendix A of

Annex II and subsequent acts (EU) 2023/2485 and (EU) 2023/2486. External guidance and

required climate projections were used to evaluate impact of climate change. Action plans

to mitigate those impacts were developed while no physical climate risks that are material

to the economic activities listed above were identified.

DNSH criteria were also assessed for compliance with water and marine resources,

pollution prevention and control for the packaging goods manufacturing activities

as well as biodiversity and ecosystems requirements for both, material recovery as

well as packaging goods activities. Interpretation requires extensive review of local

documentation, site specificities and local regulation. Judgement on alignment was taken

with a conservative approach.

Cabka Annual Report 2023 – 175

Transformation Matters

Corporate governance Financial reportManagement report ESG

The last pillar in the alignment assessment relates to compliance with the minimum

safeguards. These safeguards encompass the procedures implemented by a company

carrying out an economic activity to ensure alignment in accordance with the OECD

Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and

Human Rights. The alignment review was conducted in 2022.

Following these assessments, Cabka reports for financial year 2023, taxonomy eligible as

well as taxonomy aligned turnover, capital and operational expenditure.

Cabka’s taxonomy eligibility and alignment

DISCLOSURE

TOTAL

IN EURO

X 1,000

ALIGNMENT

IN %

ELIGIBILITY

IN %

Turnover

196,888 48% 36%

CapEx

34,374 62% 27%

OpEx

14,165 60% 30%

EU Taxonomy KPI disclosure tables

The KPI tables summarize the outcome of our assessment of turnover, CapEx and OpEx.

2023 is our second year of EU Taxonomy reporting – for the reporting under (EU)

2021/2486. With the re-classification of Cabka’s recycling activities in 2023, a comparison

to the previous year is not available.

Proportion of Alignment and Eligibility by environmental objective

Cabka‘s taxonomy eligibility and

alignment per taxonomy environmental

objective

TURNOVER CAPEX OPEX

ENVIROMENTAL OBJECTIVE

TAXONOMY-

ALIGNED

TAXONOMY-

ELIGIBLE

TAXONOMY-

ALIGNED

TAXONOMY-

ELIGIBLE

TAXONOMY-

ALIGNED

TAXONOMY-

ELIGIBLE

CCM - Climate Change Mitigation

6% 0% 9% 0% 16% 0%

CCA - Climate Change Adaptation

0% 0% 0% 0% 0% 0%

WTR - Sustainable Use and Protection

of Water and Marine Resources

0% 0% 0% 0% 0% 0%

CE -Transition to a Circular Economy

42% 36% 53% 27% 44% 30%

PPC -Pollution Prevention and Con-

trol

0% 0% 0% 0% 0% 0%

BIO - Protection and Restoration of

Biodiversity and Ecosystems

0% 0% 0% 0% 0% 0%

Cabka Annual Report 2023 – 176

Transformation Matters

Corporate governance Financial reportManagement report ESG

 SUBSTANTIAL CONTRIBUTION CRITERIA

DNSH CRITERIA

(‚DOES NOT SIGNIFICANTLY HARM‘)

  



Economic Activities (1)

CODE (2)

TURNOVER (3)

PROPORTION OF

TURN OVER (4)

CLIMATE CHANGE

MITIGATION (5)

CLIMATE CHANGE

ADAPTATION (6)

WATER (7)

POLLUTION (8)

CIRCULAR

ECONOMY (9)

BIODIVERSITY AND

ECOSYSTEMS (10)

CLIMATE CHANGE

MITIGATION (11)

CLIMATE CHANGE

ADAPTATION (12)

WATER (13)

POLLUTION (14)

CIRCULAR

ECONOMY (15)

BIODIVERSITY (16)

MINIMUM SAFE-

GUARDS (17)

PROPORTION OF TAXON-

OMY-ALIGNED (A.1.) OR

-ELIGIBLE (A.2.) TURNO-

VER, YEAR N-1 (18)

CATEGORY (ENABLING

ACTIVITY) (19)

CATEGORY

(TRANSITIONAL

ACTIVITY) (20)

A. TAXONOMY-ELIGIBLE

ACTIVITIES

A.1. Environmentally

sustainable activities

(Taxonomy-aligned)

Manufacture of plastic

packaging goods

CE 1.1 82,376,246 42% N/EL N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y Y -

Material recovery from

non-hazardous waste

CCM 5.9,

CCA 5.9

12,597,923 6% Y Y Y Y N/EL N/EL Y Y Y Y Y Y Y -

Turnover of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

94,974,169 48% 6% 0% 0% 0% 42% 0% Y Y Y Y Y Y Y -

Of which enabling 0% 0%

Of which transitional 0% 0%

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-

aligned activities)

Manufacture of plastic

packaging goods

CE 1.1 70,283,513 36% N/EL N/EL N/EL N/EL EL N/EL

Material recovery from

non-hazardous waste

CCM 5.9,

CCA 5.9

0 0% EL EL EL EL N/EL N/EL

Turnover of Taxonomy-eligible

but not environmentally

sustainable activities (not

Taxonomy-aligned activities)

(A.2)

70,283,513 36% 0% 0% 0% 0% 36% 0%

Total (A.1+A.2) 165,257,682 84%

B. TAXONOMY-NON-ELIGIBLE

ACTIVITIES

Turnover of Taxonomy-

non-eligible activities

31,630,282 16%

Total (A+B) 196,888,064 100%

1) Abbreviations used in the templates:

Y: Yes, N: No, EL: Taxonomy eligible, N/EL: Not taxonomy eligible,

E: Enabling activity, T: Transitional activity. CCM: Climate Change

Mitigation, CCA: Climate Change Adaptation, WTR: Water and Marine

Resources, CE: Circular Economy, PPC: Pollution Prevention and

Control, BIO: Biodiversity and Ecosystems

2) The blacked out area is not to be reported in accordance with

Delegated Regulation (EU) 2023/2486.

Cabka Annual Report 2023 – 177

Transformation Matters

Corporate governance Financial reportManagement report ESG

 SUBSTANTIAL CONTRIBUTION CRITERIA

DNSH CRITERIA

(‚DOES NOT SIGNIFICANTLY HARM‘)

  



Economic Activities (1)

CODE (2)

ABSOLUTE

CAPEX (3)

PROPORTION

OF CAPEX (4)

CLIMATE CHANGE

MITIGATION (5)

CLIMATE CHANGE

ADAPTATION (6)

WATER (7)

POLLUTION (8)

CIRCULAR

ECONOMY (9)

BIODIVERSITY AND

ECOSYSTEMS (10)

CLIMATE CHANGE

MITIGATION (11)

CLIMATE CHANGE

ADAPTATION (12)

WATER (13)

POLLUTION (14)

CIRCULAR

ECONOMY (15)

BIODIVERSITY (16)

MINIMUM SAFE-

GUARDS (17)

PROPORTION OF TAXON-

OMY-ALIGNED (A.1.) OR

ELIGIBLE (A.2.) CAPEX,

YEAR N-1 (18)

CATEGORY (ENABLING

ACTIVITY) (20)

CATEGORY

(TRANSITIONAL

ACTIVITY) (21)

A. TAXONOMY-ELIGIBLE

ACTIVITIES

A.1. Environmentally

sustainable activities

(Taxonomy-aligned)

Manufacture of plastic

packaging goods

CE 1.1 18,122,908 53% N/EL N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y Y -

Material recovery from

non-hazardous waste

CCM 5.9,

CCA 5.9

3,046,879 9% Y Y N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y -

CapEx of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

21,169,787 62% 9% 0% 0% 0% 53% 0% Y Y Y Y Y Y Y -

Of which enabling 0% 0%

Of which transitional 0% 0%

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-

aligned activities)

Manufacture of plastic

packaging goods

CE 1.1 9,408,631 27% N/EL N/EL N/EL N/EL EL N/EL

Material recovery from

non-hazardous waste

CCM 5.9,

CCA 5.9

0 0% EL EL N/EL N/EL N/EL N/EL

CapEx of Taxonomy-eligible

but not environmentally

sustainable activities (not

Taxonomy-aligned activities)

(A.2)

9,408,631 27% 0% 0% 0% 0% 27% 0%

Total (A.1+A.2) 30,578,418 89%

B. TAXONOMY-NON-ELIGIBLE

ACTIVITIES

CapEx of Taxonomy-

non-eligible activities

3,795,993 11%

Total (A+B) 34,374,411 100%

1) Abbreviations used in the templates:

Y: Yes, N: No, EL: Taxonomy eligible, N/EL: Not taxonomy eligible,

E: Enabling activity, T: Transitional activity. CCM: Climate Change

Mitigation, CCA: Climate Change Adaptation, WTR: Water and Marine

Resources, CE: Circular Economy, PPC: Pollution Prevention and

Control, BIO: Biodiversity and Ecosystems

2) The blacked out area is not to be reported in accordance with

Delegated Regulation (EU) 2023/2486.

Cabka Annual Report 2023 – 178

Transformation Matters

Corporate governance Financial reportManagement report ESG

 SUBSTANTIAL CONTRIBUTION CRITERIA

DNSH CRITERIA

(‚DOES NOT SIGNIFICANTLY HARM‘)

  



Economic Activities (1)

CODE (2)

ABSOLUTE

OPEX (3)

PROPORTION

OF OPEX (4)

CLIMATE CHANGE

MITIGATION (5)

CLIMATE CHANGE

ADAPTATION (6)

WATER (7)

POLLUTION (8)

CIRCULAR

ECONOMY (9)

BIODIVERSITY AND

ECOSYSTEMS (10)

CLIMATE CHANGE

MITIGATION (11)

CLIMATE CHANGE

ADAPTATION (12)

WATER (13)

POLLUTION (14)

CIRCULAR

ECONOMY (15)

BIODIVERSITY (16)

MINIMUM SAFE-

GUARDS (17)

PROPORTION OF

TAXONOMY-ALIGNED

(A.1.) OR -ELIGIBLE (A.2.)

OPEX, YEAR N-1 (18)

CATEGORY (ENABLING

ACTIVITY) (20)

CATEGORY (TRANSITION-

AL ACTIVIT Y) (21)

A. TAXONOMY-ELIGIBLE

ACTIVITIES

A.1. Environmentally

sustainable activities

(Taxonomy-aligned)

Manufacture of plastic

packaging

CE 1.1 6,203,715 44% N/EL N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y Y -

Material recovery from

non-hazardous

CCM 5.9,

CCA 5.9

2,327,281 16% Y Y N/EL N/EL N/EL N/EL Y Y Y Y Y Y Y -

OpEx of environmentally

sustainable activities

(Taxonomy-aligned) (A.1)

8,530,997 60% 16% 0% 0% 0% 44% 0% Y Y Y Y Y Y Y -

Of which enabling 0% 0%

Of which transitional 0% 0%

A.2 Taxonomy-Eligible but not

environmentally sustainable

activities (not Taxonomy-

aligned activities)

Manufacture of plastic

packaging

CE 1.1 4,180,879 30% N/EL N/EL N/EL N/EL EL N/EL

Material recovery from

non-hazardous

CCM 5.9,

CCA 5.9

0 0% EL EL N/EL N/EL N/EL N/EL

OpEx of Taxonomy-eligible

but not environmentally

sustainable activities (not

Taxonomy-aligned activities)

(A.2)

4,180,879 30% 0% 0% 0% 0% 30% 0%

Total (A.1+A.2) 12,711,876 90%

B. TAXONOMY-NON-ELIGIBLE

ACTIVITIES

OpEx of Taxonomy-

non-eligible activities

1,452,651 10%

Total (A+B) 14,164,527 100%

1) Abbreviations used in the templates:

Y: Yes, N: No, EL: Taxonomy eligible, N/EL: Not taxonomy eligible,

E: Enabling activity, T: Transitional activity. CCM: Climate Change

Mitigation, CCA: Climate Change Adaptation, WTR: Water and Marine

Resources, CE: Circular Economy, PPC: Pollution Prevention and

Control, BIO: Biodiversity and Ecosystems

2) The blacked out area is not to be reported in accordance with

Delegated Regulation (EU) 2023/2486.

Cabka Annual Report 2023 – 179

Transformation Matters

Corporate governance Financial reportManagement report ESG

TOPIC

GRI

DISCLOSURE

NUMBER DISCLOSURE TITLE SOURCE PAGE(S) TOPIC

GRI

DISCLOSURE

NUMBER DISCLOSURE TITLE SOURCE PAGE(S)

Appendix I - GRI Content Index

Statement of use: Cabka has reported the information cited in this GRI content index for the

reporting period of 01 January to 31 December 2022 with reference to the GRI Standards.

GRI 1 used: GRI 1: Foundation 2021

Applicable GRI Sector Standard(s): Non applicable

GRI 2: General

Disclosures

Organizational profile

102-1 Organizational details AR

2, 14,

73-74

102-2

Entities included in the organiza-

tion’s sustainability report

AR 42

102-3

Reporting period, frequency and

contact point

42,

182

102-4 Restatements of information AR 49

102-5 External assurance AR

159,

176

Activities and workers

102-6

Activities, value chain and other

business relationships

AR 6-13

102-7 Employees AR 114

Governance

102-9

Governance structure and com-

position

AR 74-76

102-10

Nomination and selection of the

highest governance body

AR 75

102-11

Chair of the highest governance

body

AR 77

102-12

Role of the highest governance

body in overseeing the manage-

ment of impacts

AR 79

102-13

Delegation of responsibility for

managing impacts

AR 80

102-14

Role of the highest governance

body in sustainability reporting

AR 45, 79

102-15 Conﬂicts of interest AR 75

102-16

Communication of critical

concerns

AR 79

102-19 Remuneration policies AR 83-84

102-20

Process to determine

remuneration

AR 85-88

Strategy,

policies, and

practices

102-22

Statement on sustainable

development strategy

44-45,

102-23 Policy commitments AR 44-45

102-24 Embedding policy commitments AR 45, 57

102-25

Processes to remediate negative

impacts

AR 45

102-26

Mechanisms for seeking advice

and raising concerns

39,

57-58

102-27

Compliance with laws and regu-

lations

AR 34, 39

102-28 Membership associations AR 66-67

Stakeholder

engagement

102-29

Approach to stakeholder en-

gagement

AR 44

Cabka Annual Report 2023 – 180

Transformation Matters

Corporate governance Financial reportManagement report ESG

TOPIC

GRI

DISCLOSURE

NUMBER DISCLOSURE TITLE SOURCE PAGE(S)

GRI 3: Material Topics

Disclosures on

material topics

103-1

Process to determine material

topics

AR 43

103-2 List of material topics AR 43

103-3 Management of material topics AR 45

GRI 200: Economic

Economic

Performance

201-1

Direct economic value genera-

ted and distributed

AR 93

201-2

Financial implications and other

risks and opportunities due to

climate change

AR 35, 37

201-3

Defined benefit plan obligations

and other retirement plans

AR 83-85

Anti-corruption

205-2

Communication and training

about anti-corruption policies

and procedures

39,

57-58

GRI 300: Environment

Materials

301-1

Materials used by weight or

volume

AR 52

301-2 Recycled input materials used AR 52

Energy

302-1

Energy consumption within the

organization

AR 49

Emissions

305-1 Direct (Scope 1) GHG emissions AR 49

305-2

Energy indirect (Scope 2) GHG

emissions

AR 49

305-3

Other indirect (Scope 3) GHG

emissions

AR 49

Waste

306-4 Waste diverted from disposal AR 52

Supplier

environmental

assessment

308-1

New suppliers that were

screened using environmental

criteria

AR 65

GRI 400: Social

Occupational health

& safety

403-1

Occupational health and safety

management system

AR 59-60

403-5

Worker training on occupational

health and safety

AR 59-60

403-6 Promotion of worker health AR 59-60

Diversity & equal

opportunity

405-1

Diversity of governance bodies

and employees

AR 63

TOPIC

GRI

DISCLOSURE

NUMBER DISCLOSURE TITLE SOURCE PAGE(S)

Cabka Annual Report 2023 – 181

Transformation Matters

Corporate governance Financial reportManagement report ESG

PILLAR RECOMMENDED DISCLOSURES PAGE(S)

Appendix II - TCFD index

PILLAR RECOMMENDED DISCLOSURES PAGE(S)

Governance

Disclose the company’s

governance around

climate-related risks and

opportunities.

Describe the board’s oversight of

climate-related risks and opportunities.

Describe management’s role in assess-

ing and managing climate-related risks

and opportunities.

Strategy

Describe the climate-related risks

and opportunities the company has

identified over the short, medium,

and long term.

35-38

Describe the impact of climate-

related risks and opportunities on

the company’s businesses, strategy,

and financial planning.

35-38

Describe the resilience of the compa-

ny’s strategy, taking into consideration

different climate-related scenarios,

including a 2°C or lower scenario.

35-36, 50

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.

Risk Management

Disclose how the company

identifies, assesses, and

manages climate-related

risks.

Describe the company’s processes

for identifying and assessing climate-

related risks.

30, 38

Describe the company’s processes for

managing climate-related risks.

30, 38

Describe how processes for identifying,

assessing, and managing climate-

related risks are integrated into the

company’s overall risk management.

Metrics and Targets

Disclose the metrics used by the

tcompany to assess climate-related

risks and opportunities in line with its

strategy and risk management process.

48-50

Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks.

48-50

Describe the targets used by the

company to manage climate-related

risks and opportunities and perfor-

mance against targets.

48-50

Disclose the metrics and

targets used to assess

and manage relevant

climate-related risks and

opportunities where such

information is material.

Cabka N.V.

John M. Keynesplein 10

1066 EP, Amsterdam

The Netherlands

www.cabka.com

www.investors.cabka.com

Investor & Press contact: IR@Cabka.com

Commercial contact: info@Cabka.com