2023
Board of Directors´ Report and
Financial Statement
ENENTO GROUP PLC
This publication includes the Board of Directors´ Report includ-
ing non-financial information, the Financial Statements including
Notes to the Financial Statements, the Auditor´s Report and the
Corporate Governance Statement.
Contents
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT 2023 ............................................................................. 4
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .................................... 24
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ...............................................26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...............................................27
CONSOLIDATED STATEMENT OF CASH FLOWS.............................................................29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ......................................... 30
1 Basis of preparation ..................................................................................................... 30
1.1 General information ............................................................................................................30
1.2 New standards and interpretations and changes in accounting policies .......30
1.3 Consolidation ........................................................................................................................31
1.4 Forreign currency translation ...........................................................................................31
1.5 Segment reporting ...............................................................................................................31
1.6 Operating profit (EBIT) ........................................................................................................ 31
1.7 Critical accounting estimates and judgements ........................................................ 31
2 Financial performance .................................................................................................32
2.1 Net sales ................................................................................................................................. 32
2.2 Costs, expenses and other income .............................................................................. 35
2.3 Depreciation, amortization and impairment ............................................................ 36
2.4 Finance income and expenses ...................................................................................... 36
2.5 Income tax expenses ........................................................................................................ 37
2.6 Earnings per share .............................................................................................................. 37
3 Acquisitions, capital expenditure and net working capital .................................. 38
3.1 Acquisitions ............................................................................................................................ 38
3.2 Goodwill and intangible assets ..................................................................................... 38
3.3 Tangible assets and Right-of-use assets ....................................................................41
3.4 Accounts receivable and other receivables .............................................................. 42
3.5 Contract assets and liabilities ........................................................................................43
3.6 Provisions ............................................................................................................................... 43
3.7 Other liabilities ..................................................................................................................... 43
3.8 Deferred tax assets and liabilities .................................................................................44
4 Capital structure .......................................................................................................... 45
4.1 Financial risk management..............................................................................................45
4.2 Capital management ....................................................................................................... 48
4.3 Equity ...................................................................................................................................... 48
4.4 Financial assets and liabilities ........................................................................................49
4.5 Commitments and contingent liabilities .....................................................................51
4.6 Pensions ..................................................................................................................................51
5 Others ..............................................................................................................................53
5.1 Management remuneration ............................................................................................. 53
5.2 Share-based payments ................................................................................................... 53
5.3 Group companies ............................................................................................................... 55
5.4 Shares in associated companies .................................................................................. 56
5.5 Related parties .................................................................................................................... 56
5.6 Events after the reporting date ..................................................................................... 57
PARENT COMPANY INCOME STATEMENT (FAS) ............................................................ 58
PARENT COMPANY BALANCE SHEET (FAS) .....................................................................59
PARENT COMPANY STATEMENT OF CASH FLOWS (FAS) .............................................. 61
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS .....................................62
1 Accounting principles ...................................................................................................62
1.1 Valuation principles ............................................................................................................ 62
1.2 Items denominated in foreign currencies ................................................................. 62
1.3 Cash pooling arrangement ............................................................................................ 62
2 Net sales.........................................................................................................................62
3 Personnel expenses......................................................................................................62
4 Other operating expenses..........................................................................................62
5 Finance income and expenses .................................................................................63
6 Appropriations ..............................................................................................................63
7 Income tax expenses ...................................................................................................63
8 Investments ...................................................................................................................63
9 Long-term receivables ................................................................................................63
10 Short-term receivables............................................................................................. 64
11 Equity ............................................................................................................................ 64
12 Current liabilities ........................................................................................................ 64
BOARD’S PROPOSAL FOR THE DISTRIBUTION OF FUNDS ...........................................65
SIGNATURES TO THE FINANCIAL STATEMENTS ............................................................ 66
AUDITOR’S NOTE ................................................................................................................ 66
AUDITOR’S REPORT ...........................................................................................................67
GOVERNANCE
CORPORATE GOVERNANCE STATEMENT 2023 ..............................................................73
BOARD OF DIRECTORS 31.12.2023 ...................................................................................83
EXECUTIVE MANAGEMENT TEAM 31.12.2023 ................................................................. 84
FOR SHAREHOLDERS
INFORMATION FOR SHAREHOLDERS ............................................................................. 86
ENENTO GROUP AS AN INVESTMENT ..............................................................................87
Business Overview
liability company and the parent company to Enento Group
(“Enento Group” or “the Group”). On the financial statements
date, the Group consisted of the parent company Enento
Group Plc , Suomen Asiakastieto Oy, Emaileri Oy, Proff AS, Proff
ApS and UC AB and its subsidiaries UC Affärsinformation AB
and Proff AB.
Enento Group is one of the leading Nordic providers of business
business and consumer information services, collateral valua-
tion, real estate information, sales and marketing information as
well as consumer credit information markets in Finland , Sweden,
Norway and Denmark.
Enento Group offers a comprehensive array of products and
services that cater to a broad spectrum of needs in various
sectors. The Group primarily focuses on financial and credit
risk management, providing solutions for monitoring, deci-
sion-making, and automation. Additionally, Group addresses
diverse customer requirements in sales and marketing, compli-
ance, real estate and financing, collateral management, hous-
ing valuation, as well as personal financial management and
credit information. Enento’s clientele is diverse, encompassing
financial institutions, financial service providers, professional
services firms, insurance companies, as well as wholesale and
retail companies. The Group also serves individual consumers.
Enento Group has comprehensive databases consisting of
information gathered from the authorities and other public
sources as well as privately acquired information. The data and
databases are the basis for the Group’s product and service
offering and the development of new products and services.
That data is processed or refined by the Group and made
available to the customers mainly through integrations and
online services.
Group’s product and service offering ranges from basic infor-
mation concerning corporations and private individuals to
advanced risk management services, scoring, monitoring,
decision-making, analyses and analytics. The Group delivers
its products and services to clients for example, by integrating
its services into the client’s business processes, through cus-
tomer interfaces, online subscription services and open online
services that do not require separate subscription agreements.
The Group also offers printed products and credit rating certif-
icates. The Group has a strong track record of developing and
launching new products and services.
Enento Group has a scalable business model that enables
increasing net sales at a lower incremental cost. A large propor-
tion of the Group’s income is based on automated processes
and the automatic sharing of information from the Group’s own
databases. The Group can use and relay the same data mul-
tiple times and include it in several services provided for differ-
ent customers. The Group also earns income from advertising,
particularly in Sweden and Norway.
Enento Group’s organization consists of two types of units: busi-
ness areas and functional units. The business areas are respon-
sible for the Group’s service offering and the functional units
for the production, maintenance and active development of
the operations in their own focus area and business processes.
The functional units are Sales, Marketing, Communications and
Customer Operations, IT and Technology, Data and Analytics,
Human Resources, Legal and Finance.
The Group’s business areas are:
BUSINESS INSIGHT: Business Area develops and provides lead-
ing business information and decision services and solutions for
general risk management, credit risk management, compliance,
financial management, customer acquisition, decision-mak-
ing, fraud and credit loss prevention as well as for gaining
knowledge of and identifying their customers. In addition, ser-
vices in this business area include real estate and apartment
information and their valuation. The services are also used for
compliance purposes, such as to identify and monitor compa-
nies´ beneficial owners, persons in sanction lists and politically
exposed persons.
CONSUMER INSIGHT: Business Area develops and provides
leading consumer information and decisioning services in the
Nordics. Consumer Insight serves both consumers and com-
panies engaging in consumer business. Companies engag-
ing in consumer business use consumer information, scoring,
monitoring and decision services and solutions for general risk
management, credit risk management, financial management,
customer acquisition, decision-making, fraud and credit loss
prevention. Services for consumers help consumers to under-
stand and better manage their own finances, protecting them
also from identity theft and fraud.
Financial Results
Net Sales
Enento Group’s net sales in the financial year 2023 amounted
to EUR 155,9 million (EUR 167,5 million) and decreased by 6,9 % at
reported exchange rates compared with the previous year. The
Board of Directors’ Report 2023
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 4
weakening trend in consumer lending volumes and macroeco-
nomy especially in the Swedish markets turned the group net
sales into decline. Continuing positive development in the Finn-
ish, Norwegian and Danish markets was not enough to offset
that decline. There was one business day less compared to the
previous year in both Finland and Sweden. The weakening of
Swedish krona had a significant impact to the decrease. With
comparable exchange rates the net sales weakened by 2,6%
compared with the previous year. The discontinuance of the
Swedish housing transaction service Tambur from second quar-
ter onwards had as well negative impact. Net sales declined by
1,4% excluding the impact from the discontinued Tambur ser-
vice at comparable rates. Net sales from new products and
services were EUR 14,8 million (EUR 7,8 million), which was 9,5 %
(4,6 %) of the total net sales for the financial year.
Financial Results
Enento Group’s operating profit (EBIT) for the financial year 2023
amounted to EUR 30,4 million (EUR 25,8 million). Operating profit
included items affecting comparability of EUR -6,1 million (EUR
-11,5 million), arising mainly from expenses related to efficiency
program. Operating profit also includes amortization from fair
value adjustments related to acquisitions of EUR -9,5 million
(EUR -11,8 million).
The adjusted EBITDA margin for the review period increased by
0,1 percentage points year-on-year and was 36,6% (36,6%).
The Group’s depreciation, amortization and impairment for the
review period amounted to EUR -20,6 million (EUR -29,8 million).
Of the depreciation and amortization, EUR -9,5 million (EUR -11,8
million) resulted from amortization from fair value adjustments
related to the acquisitions. The Group’s depreciation of right-
of-use assets (IFRS 16) during the review period amounted to
EUR -2,3 million (EUR -2,7 million).
The Group’s share of associated company’s net income for the
review period was EUR -0,8 million (EUR -0,9 million), including
also amortization from fair value adjustments
Net financial expenses during the review period were EUR -7,4
million (EUR -2,7 million). Financial expenses related to lease lia-
bilities (IFRS 16) were EUR -0,4 million (-0,0 million) in the review
period, and recognized exchange rate losses amounted to EUR
-0,4 million (EUR 0,3 million).
The Group’s profit before income taxes for the review period
was EUR 22,2 million (EUR 22,1 million).
The tax amount booked as expense for the review period was
EUR -4,7 million (EUR -4,8 million).
The Group’s profit for the review period was EUR 17,6 million (EUR
17,4 million).
Cash Flow
Cash flow from operating activities amounted to EUR 36,8 mil-
lion (EUR 44,8 million). The effect of the change in the Group’s
working capital on cash flow was EUR 1,0 million (EUR -4,0 mil-
lion). The impact of items affecting comparability on operating
cash flow was EUR -4,6 million (EUR -0,4 million).
The Group paid EUR 9,1 million (EUR 9,5 million) in taxes during
the review period.
Cash flow from investing activities for the review period
amounted to EUR -9,2 million (EUR -14,8 million). The cash flow
from investing activities consisted of service development costs
and acquisitions of equipment.
Cash flow from financing activities for the review period
amounted to EUR -30,8 million (EUR -33,6 million). The cash flow
from financing activities for the review period consisted of dis-
tribution of funds to shareholders, repayments of lease liabilities
(IFRS 16) and purchases of own shares.
Statement of financial position
At the end of the review period, the Group’s total assets were
EUR 490,3 million (EUR 499,1 million). Total equity amounted to
EUR 282,9 million (EUR 294,9 million) and total liabilities to EUR
207,1 million (EUR 204,1 million). The change in equity mainly con-
sists of the distribution of equity repayment, result for the review
period and the purchases of own shares. Of the total liabili-
ties, EUR 154,4 million (EUR 151,2 million) were long-term inter-
est-bearing liabilities. Of the total liabilities, EUR 15,6 million (EUR
18,0 million) were deferred tax liabilities, EUR 2,6 million (EUR 1,4
million) current interest-bearing lease liabilities and EUR 34,4
million (EUR 33,5 million) current non-interest-bearing liabilities.
Goodwill amounted to EUR 340,9 million (EUR 340,7 million) at
the end of the review period.
Enento Group’s cash and cash equivalents at the end of the
review period were EUR 17,4 million (EUR 20,8 million), and net
debt was EUR 139,7 million (EUR 131,8 million).
Capital expenditure
The majority of Enento Group’s capital expenditure is related
to the development of new services, service platform and IT
infrastructure. Other capital expenditure mainly comprises pur-
chases of IT hardware and office equipment. The Group’s gross
capital expenditure in the review period amounted to EUR
11,1 million (EUR 12,6 million). Capital expenditure on intangible
assets was EUR 9,7 million (EUR 12,5 million) and capital expend
-
iture on property, plant and equipment was EUR 1,5 million (EUR
0,1 million).
Research and Development
The product development activities of Enento Group involve
development of the product and service offering. In 2023, the
capitalized development and software costs of the Group
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 5
amounted to EUR 9,7 million (EUR 12,5 million). Capitalized
development and software costs consist of costs related to
the Group’s product and service offering, investments in Nordic
service platform as well as IT infrastructure. The Group had no
material research activities in 2023.
Personnel
At the end of the financial year, Enento Group had a total of
401 (443) employees, of whom 173 (185) were employed by the
Group companies in Finland, 178 (212) by the Swedish subsidiary,
41 (41) by the Norwegian subsidiary and 9 (5) by the Danish sub-
sidiary. Of the Group’s personnel, 2 (2) worked in management,
99 (161) in business areas, 165 (121) in Sales Units and Marketing
and Communications, 58 (71) in IT and Technology, 45 (52) in
Data and Analytics and 32 (36) in Finance, Legal and HR. The
table below presents Enento Group’s number of employees as
well as wages and salaries for 2021–2023.
KEY FIGURES DESCRIBING THE GROUP’S PERSONNEL
Personnel 2023 2022 2021
Average number of personnel 404 447 432
Full time 390 428 416
Part time and temporary
14
1
19 16
Geographical distribution
Finland 172 182 178
Sweden 184 217 207
Norway 41 42 43
Denmark 7 6 4
Wages and salaries for the financial
year (EUR million)
29,8 29,7 29,2
1
Average number of part-time and temporary personnel number is the number of
part-time and temporary personnel. Presented as full-time employee equivalents,
the average number of part-time and temporary personnel would have been 7 in
1.1.-31.12.2023.
The Group’s personnel expenses for the financial year 2023
amounted to EUR 40,1 million (EUR 40,8 million). This figure
includes an accrued cost of EUR 0,2 million (EUR 0,3 million) from
the management’s long-term incentive plan. More information
on the management’s long-term incentive plan is provided in
note 5.5 Related parties in the notes to the consolidated finan-
cial statements.
Shares and shareholders
vote at the General Meeting of Shareholders and each share
confers equal right to dividends and net assets of the Company.
The shares have no nominal value. The shares of the Company
are entered in the book-entry securities system maintained by
Euroclear Finland Ltd.
At the end of the financial year, the Company’s share capital
amounted to EUR 80 thousand (EUR 80 thousand) and the total
number of shares was 23 794 856 (24 034 856) including the own
shares held by the parent company 4 676 (0).
The Annual General Meeting of Shareholders on 28 March 2023
authorized the Board of Directors to decide on the repurchase
of a maximum of 1 500 000 own shares of the Company. The
authorization replaced the corresponding authorization issued
to the Board of Directors by the Annual General Meeting held
on 28 March 2022. The maximum amount corresponds to
approximately 6,2 % of the Company’s shares and voting rights.
The authorization is effective for 18 months from the date of the
resolution. Further information on the authorization is provided
under “Authorizations of the Board of Directors”.
The Board of Directors of Enento Group Plc decided to launch
a share buyback program on 24 April 2023. The purpose of
the share buyback program was to optimize Enento’s capital
structure through reduction of capital. The maximum number
Board of Directors’ Report
Financial Statements
Enento Group Financial Review 2023 | 6
Governance
For Shareholders
SIGNIFICANT SHAREHOLDERS ON 31 DECEMBER 2023
Shareholder Number of shares % of shares
1 Mandatum Holding Oy 2 920 000 12,27 %
2 SEB AB 2 441 920 10,26 %
3 Nordea Bank Abp 2 315 315 9,73 %
4 Otava Oy 1 670 000 7,0 2 %
5 Long Path Partners 1 205 846 5,07 %
6 Kayne Anderson Rudnick 1 185 834 4,98 %
7 Handelsbanken Fonder 990 969 4,16 %
8 Swedbank Robur Fonder 728 063 3,06 %
9 Fjärde AP-fonden 678 956 2,85 %
10 Ilmarinen Mutual Pension Insurance Company 624 494 2,62 %
11 Sp-Fund Management Company 595 025 2,50 %
12 Nordea Funds 586 052 2,46 %
13 Evli Fund Management Company 450 800 1,89 %
14 Elo Mutual Pension Insurance Company 422 000 1,77 %
15 Danske Invest 412 507 1,73 %
16 Kaleva Mutual Insurance Company 358 446 1,51 %
17 Royce & Associates LLC 358 164 1,51 %
18 Varma Mutual Pension Insurance Company 345 000 1,45 %
19 Invesco 330 487 1,39 %
20 SEB Fonder 325 180 1,37 %
20 largest shareholders total 18 945 058 79,62 %
All shares 23 794 856 100,00 %
of shares to be repurchased under the program was 240 000,
representing approximately 1 % of the company’s total number
of shares and votes. The program commenced on 27 April 2023,
and it was completed on 30 June 2023. Enento Group repur-
chased 240,000 shares for an average price of EUR 18,9942 per
share. The shares were cancelled on 20.12.2023.
The Board of Directors of Enento Group Plc decided to launch
a second share buyback program on 18th December 2023. The
purpose of the share buyback program was to optimize Enen-
to’s capital structure through reduction of capital. The maximum
number of shares to be repurchased under the program was
55 000, representing approximately 0,23 % of the company’s
total number of shares and votes. The program commenced
on 21 December 2023, and it will be completed by 8 February
2024. During 2023, Enento Group repurchased 4 676 shares in
addition to the shares of the previous buyback program.
Share price and volume
During the financial year, a total of 12 488 195 (2 557 740) shares
were traded, and the total value of the exchanged shares was
EUR 235,4 million (EUR 62,6 million). The highest share price dur-
ing the financial year was EUR 23,35 (EUR 34,50), the lowest price
was EUR 15,80 (EUR 18,96), the average price was EUR 18,85 (EUR
24,48) and the closing price was EUR 19,48 (EUR 21,40). Market
capitalization measured at the closing price of the financial
year was EUR 463,5 million (EUR 514,3 million).
Shareholders
According to the book-entry securities system, the Company
had 7 144 (5 042) shareholders, including 9 (9) nominee-regis-
tered shareholders, on 31 December 2023. A list of the largest
shareholders is available on the Company’s investor pages at
enento.com/investors.
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Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 7
SHAREHOLDER STRUCTURE BY SECTOR, 31 DECEMBER 2023
Sector
Number of
shareholders % of shareholders Number of shares % of shares
Private companies 601 8,41 % 1 258 627 5,29 %
Financial institutions and insurance companies 52 0,73 % 18 400 274 77,33 %
Public corporations 11 0,15 % 1 476 812 6,21 %
Private individuals and nonprofit organizations 6 456 90,37 % 2 000 348 8,41 %
Foreign countries 24 0,34 % 658 795 2,77 %
Total 7 144 100 % 23 794 856 100 %
MANAGEMENT’S SHARE OWNERSHIP ON 31 DECEMBER 2023
Board of Directors Number of shares
Lapveteläinen Patrick, Chairman of the Board 10 000
Related party ownership 8 000
Forsberg Erik 1 500
Related party ownership 0
Johansson Martin 3 000
Related party ownership 0
Kerppola Nora 14 000
Related party ownership 0
Kuusisto Tiina 0
Related party ownership 0
Parhiala Minna 0
Related party ownership 0
Total 36 500
The information is based on the list of the Company’s share-
holders maintained by Modular Finance AB. The data is com-
piled and processed from various public sources, including
Euroclear Finland and Morningstar, and from direct shareholder
disclosures. Whilst all efforts have been made to secure as
updated and complete information as possible, neither Com-
pany nor Modular Finance AB can guarantee the accuracy of
the data.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 8
Management Number of shares
Jäger Jeanette, CEO 3 300
Related party ownership 0
Darner Andreas 0
Related party ownership 0
Ejderberg Daniel 0
Related party ownership 0
Ek-Petroff Sari 0
Related party ownership 0
Göransson Gabriella 1 326
Related party ownership 0
Hane Siri 3 606
Related party ownership 0
Karemo Mikko 12 347
Related party ownership 0
Paukku Arto 70
Related party ownership 0
Stråhlman Elina 4 007
Related party ownership 0
Werner Karl-Johan 3 656
Related party ownership 0
Total 28 312
Auditor Number of shares
Grandell Martin, auditor in charge 0
Related party’s ownership 0
Total 0
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 9
Management
Board of Directors
The Company’s Board of Directors consists of a minimum of four
and maximum of eight members. The Annual General Meeting
elects the Board members and decides on their remuneration.
The Board of Directors elects the Chairman of the Board and
also, if necessary, the Vice Chairman of the Board from among
its members. The term of office of the Board members ends at
the conclusion of the first Annual General Meeting following their
election. There are no limitations to the number of terms a person
can be a Board member.
Enento Group Plc’s Annual General Meeting held on 28 March
2023 adopted the financial statements and discharged the Board
members and CEO from liability for the financial year ended
31 December 2022. The Annual General Meeting resolved that
the Chairperson of the Board of Directors be remunerated EUR
54 000 annually and that the members of the Board of Directors
be remunerated EUR 38 500 annually. In addition, an attendance
fee of EUR 500 is paid for attending a Board meeting. For attend-
ing the Board Committee meetings, the Chairpersons of the
Committees will be remunerated EUR 500 per meeting and the
Committee members will be remunerated EUR 400 per meeting.
In accordance with the proposal of the Shareholders’ Nomination
Board, the Annual General Meeting of 28 March 2023 re-elected
as members of the Board Patrick Lapveteläinen, Martin Johans-
son, Tiina Kuusisto, Minna Parhiala and Erik Forsberg. Nora Kerp-
pola was elected as a new member. Following these elections, the
Board of Directors consisted of six members. In its organisational
meeting held on 28 March 2023, the Board of Directors elected
Patrick Lapveteläinen as the Chairman of the Board. The Board
of Directors met 18 times in 2023. In addition, the Board made six
separate resolutions in accordance with Chapter 6, Section 3 of
the Finnish Companies Act without convening a meeting.
Board Committees
The Board of Directors appoints two committees from among
its members: i) the Audit Committee and ii) the Nomination and
Remuneration Committee. The Board of Directors may also
appoint other committees, if deemed appropriate. The com-
mittees assist the Board of Directors by preparing and drawing
up proposals and recommendations for the Board of Director’s
consideration.
On 28 March 2023, the Board of Directors nominated Erik Fors-
berg, Martin Johansson and Nora Kerppola as members of the
Audit Committee. Erik Forsberg was nominated as the Chair-
man of the Audit Committee.
The Nomination and Remuneration Committee consists of at
least three members. On 28 March 2023, the Board of Direc-
tors decided not to appoint the Nomination and Remuneration
Committee.
Authorizations of the Board of Directors
SHARE ISSUE AUTHORIZATION 28 MARCH 2023
The Annual General Meeting of Shareholders held on 28 March
2023 authorized the Company’s Board of Directors to decide on
one or more share issues, including the right to issue new shares
or transfer shares held by the Company. The maximum number
of shares covered by the authorization is 1 500 000. The Board of
Directors was also authorized to decide on a directed share issue.
The authorization can be used for material arrangements from
the Company’s point of view, such as financing or implement-
ing business arrangements or investments or for other purposes
determined by the Board of Directors, in which case there would
be a significant financial reason for issuing shares, potentially in
the form of a directed share issue.
The company’s Board of Directors was authorized to decide on
all other share issue conditions, including payment term, specifi-
cation grounds for subscription of shares and subscription price
or issue shares without payment or that subscription price can be
paid by cash, but also fully or partially by other assets.
The authorization is effective for 18 months from the close of the
Annual General Meeting, until 28 September 2024. The author-
ization replaced the corresponding authorization issued to the
Board of Directors by the Annual General Meeting held on 28
March 2022.
AUTHORIZATION FOR REPURCHASING OWN SHARES
28 MARCH 2023
The Annual General Meeting authorized the Board of Directors
to decide on the repurchase of maximum of 1 500 000 com-
pany’s own shares, in one or several instalments. The shares will
be repurchased with the Company’s unrestricted sharehold-
ers’ equity, and the repurchases will reduce funds available for
the distribution of profits. The shares can be repurchased for
example to develop the company’s capital structure, carry out
or finance potential corporate acquisitions or other business
arrangements, to be used as a part of the company’s incen-
tive program or to be otherwise conveyed further, retained as
treasury shares, or cancelled.
In accordance with the resolution of the Board of Directors,
shares may be repurchased also in a proportion other than
that in which shares are owned by the shareholders (directed
acquisition) at the market price of the shares at marketplaces
on which the company shares are traded or a price otherwise
established on the market at the time of the repurchase. The
Board of Directors decides how shares are repurchased. Among
other means, derivatives may be used in acquiring the shares.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 10
According to the authorization, the Board of Directors decides
on any other matters related to the repurchase of shares.
The authorization is effective for 18 months from the close of the
Annual General Meeting, until 28 September 2024. The author-
ization replaced the corresponding share repurchase author-
ization issued to the Board of Directors by the Annual General
Meeting held on 28 March 2022.
USAGE OF THE AUTHORIZATION FOR REPURCHASING OWN
SHARES
Enento communicated on 24 April 2023, that its Board of Direc-
tors decided to exercise the authorization. The repurchases
started on 27 April 2023 and ended on 30 June 2023. During
this period, Enento repurchased a total of 240 000 own shares
for an average price of EUR 18,99 per share. The shares were
repurchased in public trading on Nasdaq Helsinki Ltd. at the
market price prevailing at the time of purchase.
Enento communicated also on 18 December 2023, that its
Board of Directors decided to exercise the authorization. The
repurchases started on 21 December 2023 and end no later
than 8 February 2024. During this period, Enento repurchases
maximum a total of 55 000 own shares. The shares were repur-
chased in public trading on Nasdaq Helsinki Ltd. at the market
price prevailing at the time of purchase.
The Company publishes a separate Corporate Governance
Statement.
CEO and Executive Team
Jeanette Jäger is the Chief Executive Officer (CEO) of the Com-
pany. At the end of the financial year 2023, the other members
of the Executive Team were Elina Stråhlman (Finance), Gabriella
Göransson (Consumer Insight), Siri Hane (Business Insight), Mikko
Karemo (Sales Units), Arto Paukku (Marketing and Communica-
tions, Customer Operations), Daniel Ejderberg (IT and Technol-
ogy), Karl-Johan Werner (Data and Analytics), Andreas Darner
(Strategy and Transformation) and Sari Ek-Petroff (HR).
Auditor
Authorized Public Accountants PricewaterhouseCoopers Oy
served as the Company’s auditor in 2023. The auditor in charge
was Martin Grandell, Authorized Public Accountant.
Loans, Liabilities and Commitments
to Third Parties
Enento Group Plc’s unsecured financing consists of a term loan
of EUR 150 million and a revolving credit facility of EUR 30 million.
The Company took out the term loan partly in EUR and partly in
SEK in accordance with the terms of the loan agreement. The
loan term was extended in September 2023 by using the first
one-year extension option included in the loan agreement. As
a result, the termination date has been extended to Septem-
ber 2026. The loan agreement still retains a second one-year
extension option. If this extension option would be used, the
loans would mature in September 2027. At the end of Decem-
ber 2023, the Company had used EUR 0 (EUR 0) of its revolving
credit facility. Group has a multi-currency cash pool arrange-
ment with Danske Bank A/S. An overdraft of EUR 15,0 million is
included in the cash pool arrangement. The overdraft had not
been utilized on 31 December 2023.
Enento Group’s cash and cash equivalents on 31 December
2023 amounted to EUR 17,4 million (EUR 20,8 million).
Further information on loans, liabilities and commitments to
related parties is provided in note 4.4 Financial assets and lia-
bilities, note 4.5 Commitments and contingent liabilities and
note 5.5 Related parties in the consolidated financial state-
ments.
Group Structure
At the end of the financial year, Enento Group consisted of
Enento Group Plc, its wholly-owned subsidiaries Suomen Asi-
akastieto Oy, Emaileri Oy, Proff AS and Proff ApS as well as UC
AB and its wholly-owned subsidiaries UC Affärsinformation AB
and Proff AB.
Non-financial information
Enento Group’s Board of Directors and management are
responsible for the management of corporate responsibility.
Enento Group complies with laws and regulations of its oper-
ating countries, the Articles of Association, rules and guideline
of Nasdaq Helsinki and Corporate Governance Code for listed
companies in its administration. In practical work, responsibility
issues are guided by the Group’s Code of Ethics. Furthermore,
operations are governed by policies and operating practices
approved by the Board of Directors and Executive Team. All the
partners must also conform to the laws and agreements. The
Code of Ethics, along with key Group-level policies guidelines,
is published online on the Company’s investor pages.
Enento Group’s business model and governance
Enento Group’s mission is to maintain and create trust in the
markets: in trading and the concluding of agreements between
companies as well as between companies and private par-
ties. Trust is created through the provision of services that help
companies verify the reliability of their contractual counter-
parties. The foundation for these services consists of Enento
Group’s Nordic databases of up-to-date information on com-
panies and consumers. From this data, Enento Group develops
digital services that enhance the operational efficiency of its
customers, promote sustainability, and contribute to lowering
the Group’s carbon footprint.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 11
The Group’s operations are guided by
• The strategy approved by the Board of Directors
• The Group’s annual budget and operating plan
• The Group’s management and governance model
Suomen Asiakastieto Oy and UC AB, both subsidiaries of Enento
Group Plc, have been certified according to ISO 9001:2015 since
2015 and 2021. In the recertification audit in December 2023
both sites were audited and the outcome was very good with
no non-conformities but a long list of processes that are con-
sidered to be best practice. The new certification is valid from
4th of January 2024 and valid until 15th of January 2027. The
key processes defined in the system are related to the cus-
tomer-driven development and management of products and
services.
Enento Group’s strategy 2024–2026 and
sustainability
Enento Group aims for growth and increased profitability by
strengthening its current position and seizing new opportuni-
ties within credit and business information services. Investing in
scalable growth, digitalizing sales, marketing and distribution
as well as leveraging Nordic capabilities and a continued focus
on cost-efficiencies will enable Enento to achieve these goals.
Enento has two main objectives for the strategy period: to
retain and strengthen its leading position in credit information,
and to become a leading provider of business information.
Sustainability is at the core of Enento’s business. The Group
contributes to ssustainable society by building trust and sup-
porting our customers to be more sustainable, through mak-
ing responsible decisions and preventing over-indebtedness.
Our goal is to create a broad Nordic offering of sustainability
services to support customers’ decision-making. The Group’s
overall impact on society is very positive.
Environmental issues
The carbon footprint of Enento Group’s own operations is low.
The most significant environmental impact arise from travelling,
commuting and IT. In 2023 the Group achieved its target of
carbon neutrality. The long-term goal is to become Net Zero in
2030, following the methodology of the Science Based Target
Initiative. In order to achieve this goal, the sources and quan-
tities of emissions have been determined, and a carbon foot-
print has been determined on the basis of these, as well as a
plan that we started to implement with several activities during
2022.
The Group’s largest offices are located in Helsinki (headquar-
ters) and Stockholm. Both are in locations with good pub-
lic transport connections. They are modern activity-based
offices in which fewer heated square metres per employee are
needed. The lessors of both of the premises monitor electricity
consumption, the use of warm and cold water, district heating,
district cooling and waste management on a monthly basis.
Digital service production and data processing account for
part of the Group’s total emissions. The Group’s IT environments
have mainly been virtualized and procured as outsourced data
centre services that operate energy-efficiently. Our suppliers
of data centre services use renewable energy without car-
bon dioxide (CO
2
) emissions. More detailed annual comparison
figures are published in a separate Annual and sustainability
review. There are no significant risks associated with the Group’s
environmental aspects since our emissions are proportionately
very low.
Social and employee-related issues
In 2023, the number of people employed by Enento Group on
average was 404, of whom 172 worked in the Finnish compa-
nies, 184 in the Swedish companies, 41 in the Norwegian com-
pany and 7 in the Danish company. The diversity of our people
is good, with 55 % men and 45 % women of total employ-
ees. Approximately the same gender balance is reflected
also among our leaders and managers. The overall voluntary
employee turnover of permanent employees was around 11 %
during 2023.
Enento Group emphasizes learning and competence develop-
ment, collaborative culture with team spirit, the development
of high-quality leadership and people management skills and
well-being of its people in its approach to social responsibility.
The Group’s goal is to be an attractive employer that offers
interesting jobs for people representing various competence
backgrounds in a collaborative and empowering culture.
Enento Group offers opportunities for all its people to develop
their expertise and skills both at work and through various
learning possibilities as well as seek new roles inside the Group
within its Nordic offices. In the recruitments Enento Group fol-
lows non-discriminatory and transparent process.
The Group ensures the fulfilment of its social responsibility
through fair and safe working conditions, both mentally and
physically. We follow our Group’s values and Code of Ethics in
everything we do, and our following policies ensure the fair-
ness of our processes: Recruitment Policy, Remuneration Policy,
Working Environment Policy, Remote Work Policy and Diversity
and Equality Policy. Enento Group respects human rights in all
aspects and there were no violations related to discrimination
or other unfair treatment during 2023.
The Group also has a whistleblowing channel to enable our
employees to report any suspected violations anonymously.
Enento strives to achieve transparency and a high level of
business ethics. Our employees are the most important source
of insight for revealing possible misconduct that needs to be
addressed. Our whistleblowing service offers a possibility to
alert the company/organisation about suspicions of miscon-
duct in confidence. It is an important tool for reducing risks and
maintaining trust in our operations by enabling us to detect
and act on possible misconduct at an early stage.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 12
The quality of leadership, trust, friendly work environment, clear
work objectives and competence development are the key
factors influencing the employees’ engagement to work and
well-being at work. 2022 launched bi-weekly pulse survey with
Winningtemp continued with excellent response rates giving
teams and Enento good feedback on how to develop our cul-
ture and ways of working in the future.
During 2023, the Grow Talk model continued, which is a process
with several dialogues during the year between manager and
employee – to encourage and support each employee to grow
as a professional and to succeed together with colleagues.
Grow Talk discussions start with an annual personal target-set-
ting discussion held in the first quarter of the year. The tar-
get-setting discussion is followed by monthly follow-up discus-
sions with the supervisor and evaluation discussions held twice
a year. The purpose of the discussions is to create commitment
and build an understanding of how each employee contributes
to the achievement of the shared goals. Another purpose of
the discussions is to ensure each employee’s well-being and
possibility to develop in their work.
The Group continued to develop its managers and leaders with
“We Lead Emotional Agency” program. This year-long program
consisted of self-studies, virtual sessions together as well as a
learning buddy concept. We follow the quality of leadership
with the Leadership Index in the Winningtemp pulse survey
and that has been at an excellent level. Team collaboration
development was also one of our topics during 2023 and with
that we used Workplace Big5 tool to facilitate the workshops.
Our Enento Academy provided learning opportunities for all
employees with for example GDPR and Agile working methods
modules. In the Winningtemp pulse survey tool, Personal Devel-
opment topic has increased the most during 2023 showing the
learning organization development.
The well-being of our people was during 2023 a clear focus
area and we continued the Meeting Free Wednesdays, Health
Hour and Auntie’s occupational well-being service. We also
had our first “Empowered People” week with sessions on various
topics related to self-leadership, well-being and resilience. We
also received a “Mental Friendly Workplace” award from Mieli ry.
Ensuring information security and data protection
Enento Group requires an organization and processes that
support a purposeful and systematic approach to informa-
tion security. Information is the most important asset for Enento
Group and it depends on having accurate and reliable infor-
mation. A systematic approach to information security ensures
that information is confidential, available and has a high level
of integrity. This is critical for the business to continue its oper-
ations and achieve its goals. Insufficient information security
can lead to information leakage that can affect the business
and damage the trust of our partners and employees. To main-
tain our very high level of trust, we need to always be one step
ahead when it comes to securing the information of our cus-
tomers and their end-customers.
The Group processes data with care and in compliance with
the law, and data protection is ensured in the processing of
personal data. The Group has in place different processes to
ensure secure processing of personal data and reporting pos-
sible incidents so they can be addressed accordingly. Infor-
mation security, privacy and confidentiality are addressed in
the Group’s Code of Ethics, Information Security Policy, Gen-
eral Data Protection Policy, Data Protection Governance Policy
and Safety Policy. Furthermore, the confidentiality obligation is
included in the employment agreement.
Respect for human rights
Enento Group operates in the Nordic countries, where respect
for human rights and equal treatment of people are gener-
ally at a very high level. At Enento Group, the requirement that
human rights and equality must be respected applies to per-
sonnel and partners alike. The Code of Ethics includes prac-
tices and procedures for dealing with issues related to respect
Board of Directors’ Report
Financial Statements
Enento Group Financial Review 2023 | 13
Governance
For Shareholders
for human rights. There were no suspected violations of human
rights or violations related to discrimination or other unfair
treatment of employees observed in 2023.
The Group has a whistleblowing channel to enable employees
to report suspected violations anonymously.
Anti-corruption and bribery
Enento Group’s internal guidelines prohibit corruption and brib-
ery. The Group’s practices and procedures reduce opportunities
for taking action that would be contrary to the rules. The Ethi-
cal principles include operational guidelines for handling issues
related to corruption and bribery. No corruption or bribery cases
or other violations related to unethical business practices were
reported in 2023.
Risks and uncertainties
Enento Group is exposed to a number of risks and uncertainties
that are related, for instance, to the market conditions and the
Group’s industry, strategy, business and financing. The realiza-
tion of such risks could have a considerable adverse effect on
Enento Group’s business, financial situation, performance and
future outlook.
Market and strategic risks
The demand for the Group’s products and services depends
on the activity of the business operations of its customers.
Slow economic growth or a declining economy may result
in a weakening demand for the services of Enento Group. In
addition, regulatory changes that reduce the lending ability
of the Group’s customers may have a negative effect on the
demand for the Group’s services and products. Furthermore,
the Group is vulnerable to potential structural changes in any
of its operating markets, including but not limited to shifts in
the demand for consumer credit information. Such structural
changes could alter market dynamics or customer behavior,
potentially impacting the Group’s financial performance.
War in Ukraine and the armed conflict in Israel increase the
economic uncertainty in the Nordic countries and globally. The
conflicts have negative impact on macro-economic develop-
ment and economic activity, which decreases the Group´s abil-
ity to predict the demand for its services and causes a risk of
weakening revenue development. Enento Group does not have
business in Ukraine, Russia, Belarus or in Israel.
Enento Group operates in a number of product and service
markets in which competition is continuously becoming tougher
and customers’ needs keep changing. Information services are
available more easily than before. This is primarily attributable
to better availability of public information, increase of digital
information and new service providers, who may increase com-
petition in the markets. Better availability of information may
also provide the Group’s customers with better opportunities
for in-house development of services, such as analysis services.
Tendering carried out by customers and general cost-aware-
ness may put some pressure for lower prices on the Group’s
markets. In addition, price pressures caused by Enento Group’s
competitors may have a negative effect on the Group’s mar-
gins and result and hamper its opportunities to acquire new
customers on the current terms and conditions.
No customer of the Group accounted for more than ten per
cent of the Group’s total invoicing in 2023. Even though the
Group’s customer base is diverse, the loss of one or more major
customers or a significant decrease in sales to one or more
such customers for any reason could have a very harmful effect
on the Group’s business, financial position, business result and
future outlook.
The gathering, storage and use of information is subject to strict
regulations, for example data privacy legislation. In Sweden,
a licence is required for certain operations of the Group, such
as credit register-related operations. In addition, according to
UC’s shareholder agreement, UC’s minority shareholders may
veto certain decisions concerning UC’s credit register and the
control of credit register data. This may restrict Enento Group’s
possibilities to materially change business operations related
thereto. The Group and its employees must also comply with
numerous other laws and regulations. Changes to the regula-
tory framework may require Enento Group to adapt its service
offering or strategy. These changes can include an introduc-
tion of governmental credit registers on which there already
are plans in the Nordic countries. Any actions in breach of reg-
ulations concerning operations subject to a licence may lead
to changing of Enento Group’s operations, imposing additional
conditions to the licence or cancellation of the licence. The
above may also lead to higher costs, force the Group to stop
providing some products or services, or prevent or delay devel-
opment of its operations, or the Group may end up in legal
proceedings or become subject to legal claims.
Enento Group has a lot of goodwill recognized on acquisitions.
Impairment of goodwill and other assets could have a material
effect on the Group’s reported result.
Operational risks
Safe and uninterrupted functioning of Enento Group’s IT net-
work and systems, cyber security and mitigation of cyber risks,
are critical for the company’s business. Unauthorized access to
or disclosure of information as well as loss or abuse of informa-
tion may lead to a breach of data protection and other appli-
cable laws by Enento Group, harm to reputation, loss of income,
claims or measures taken by the authorities.
In its business, Enento Group relies on information from external
sources, such as government offices and other public sources,
customers and other sources. If one or more of them stopped
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 14
providing information for any reason or considerably increased
the price of the information provided, this could have a harmful
effect on Enento Group’s ability to offer its products and ser-
vices to its customers.
Enento Group believes that its continued success will be influ-
enced by its ability to meet customers’ needs through the
development of products and services that are easy to use and
that seek to increase customers’ business process efficiency,
offer cost savings, and facilitate better business decisions. The
Group’s financial result may suffer if the development of new
products or services or improvements to existing products are
delayed for reasons related to possible technical challenges,
problems related to external IT development resources, infor-
mation acquisition or regulatory requirements.
Enento Group has invested and will continue to invest in its
technical infrastructure, including equipment and software. If
Enento Group fails in its technological investments, its income
may not develop as expected and its expenses may increase.
In addition, the Group may end up in an unfavourable com-
petitive position in the market if it cannot, for example, offer
certain new products and services or gather certain type of
new information.
Despite testing and information quality control, products and
services developed and supplied by Enento Group as well as
the operating systems and software it uses may contain errors
or faults. Material defects or errors in the Group’s information,
products or services as well as delays in providing products
and services may harm its reputation or lead to loss of income,
increased costs, regulatory measures or legal claims. Enento
Group’s IT network and infrastructure may be exposed to dam-
age and problems resulting from many reasons. Such damage
or problem may lead to a failure of Enento Group’s IT infrastruc-
ture, which in turn may complicate the company’s work and
lead, for instance, to breaches of contract.
Enento Group is operating in a regulated business and changes
in the applicable regulation may impact on revenue and profit.
Such regulation may concern, but are not limited to data pro-
tection, credit information as well as lending-related legislation.
Any governmental plans to change credit information register-
related regulations or potential introduction of governmental
credit information registers may change the competitive land-
scape and/or otherwise impact Enento’s business, revenue and
profit. Also, the failure to comply with regulations could have
legal consequences and cause reputational harm.
The Group’s brands and reputation are important competitive
advantages. The company’s success is also based on its own
technologies, processes, methods and information. The com-
pany protects its intellectual rights with trademarks and domain
names, for instance, and by relying on business secrets and the
development of products and technology. Failure to protect
intellectual rights, damage to reputation or negative views of
the company in the market may have a negative effect on the
company.
Enento Group’s success also depends on its management
and other professional personnel as well as its ability to recruit
competent personnel and develop, train and retain them. The
Group’s inability to retain or recruit new employees may have a
material harmful effect on the Group.
Disproportionately high sickness absences and especially long
sick leave for key personnel pose a risk to the development of
the Group’s business. In information work, the most significant
health hazards consist of inadequate work ergonomics and
stress caused by work pressure. A good working atmosphere
and high-quality management, as well as early intervention in
problem areas, prevent the need for sick leaves.
Enento Group has taken out insurances to cover various risks or
loss events. The Group’s insurance coverage may be insufficient
or the Group may not be able to maintain its current insurance
coverage, in which case the company may suffer losses not
covered by its insurances.
Enento Group is exposed to various financing risks, includ-
ing currency exposure, interest rate risk and solvency risk. The
Group’s financing risks and their management are described in
note 4 in Notes to the consolidated financial statements.
Financial targets, Dividends and
Outlook
Financial targets
The Board of Directors of Enento Group has adopted long-term
financial targets and dividend policy for the Group. The long-
term financial targets are:
• 5 to 10 per cent annual average net sales growth
• Adjusted EBITDA margin around 40 % in 2026
• Net debt to Adjusted EBITDA below 3x while maintaining
an efficient capital structure
• Share of new services from net sales around 10 % in 2026
Dividend Policy
The Company’s dividend policy is to distribute as dividends
at least 70 per cent of the Company’s net profit, whilst tak-
ing into consideration the business development and invest-
ment needs of the Group. Any dividends to be paid in future
years, their amount and the time of payment will depend
on Enento Group’s future earnings, financial condition, cash
flows, investment needs, solvency and other factors.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 15
Enento Group distributed funds to its shareholders totaling
EUR 24 035 thousand for the financial year 2023 and EUR
24 035 thousand for the financial year 2022. The capital
repayment was EUR 1,00 per share for the financial year 2023
and EUR 1,00 per share for the financial year 2022.
Pursuant to the Companies Act, the Annual General Meeting
of Shareholders resolves on the distribution dividend based
on the Board of Directors’ proposal. Dividends can only be
distributed once the Annual General Meeting of Shareholders
has approved the financial statements. If dividends are dis-
tributed, all shares confer equal rights to dividends.
Proposal for the Distribution of Funds
At the end of the financial year 2023, distributable funds of the
Group’s parent company amounted to EUR 394 864 841,53, of
which the profit for the financial year was EUR 20 637 301,42.
The Board of Directors proposes that a dividend of EUR 0,50
per share be paid for the financial year ended 31 December
2023 (totaling EUR 11 875 928,00 based on the Group’s regis-
tered total number of shares at the time of the proposal, not-
withstanding shares held in treasury). The dividend will be paid
to a shareholder registered in the Group’s shareholders’ register
held by Euroclear Finland Oy on the payment record date of 27
March 2024. The Board of Directors proposes that the funds be
paid on 5 April 2024.
The Board of Directors further proposes that the Annual Gen-
eral Meeting authorizes the Board, at its discretion, to resolve
on the further distribution of dividend up to a maximum of EUR
0,50 per share (totaling EUR 11 875 928,00 based on the Com-
pany’s registered total number of shares at the time of the pro-
posal, notwithstanding shares held in treasury). It is the intention
of the Board of Directors that the dividend payment pursuant
to this authorization would be carried out in November 2024.
The Company will separately publish resolutions of the Board of
Directors on the dividend payment and confirm the record and
payment dates in connection with such resolutions. The Board
may also decide not to use this authorization.
Future outlook
The operating environment for Enento remains challenging and
volatile due to the uncertainty in the general economic situa-
tion in our operating countries. This instability is expected to
affect Enento’s financial performance, notably within the Swed-
ish consumer credit information sector. The first half of the year
is expected to be challenging and while some recovery signs
are visible for the second half of the year, these remain uncer-
tain.
Enento continues to streamline its operations through the effi-
ciency program, prioritizing careful cost control to maintain
profitability level in a challenging market situation. The prof-
itability of the company may also be affected by variations in
the sales mix.
Given these conditions, Enento will not issue precise financial
guidance for net sales or profitability at this stage.
Board of Directors’ Report
Financial Statements
Enento Group Financial Review 2023 | 16
Governance
For Shareholders
KEY INCOME STATEMENT AND CASH FLOW FIGURES AND RATIOS
EUR million (unless otherwise mentioned) 2023 2022 2021
Net sales 155,9 167,5 163,5
EBITDA 51,0 55,6 58,0
EBITDA margin, % 32,7 33,2 35,5
Adjusted EBITDA 5 7, 1 61,2 59, 1
Adjusted EBITDA margin, % 36,6 36,6 36,2
Operating profit (EBIT) 30,4 25,8 35,2
Operating profit (EBIT) margin, % 19,5 15,4 21,6
Adjusted EBIT
1
46,0 49, 1 4 9,0
Adjusted EBIT margin, % 29,5 29,3 30,0
Free cash flow 32,0 33,9 29,8
Cash conversion, %
1
62,6 56,0 51,5
Adjusted free cash flow 36,5 34,3 30,1
Adjusted cash conversion 64,0 56,1 51,0
Net sales from new products and services 14,8 7, 8 12,0
New products and services of net sales, % 9, 5 4,6 7, 3
Key financial information for the Group
1
The cash conversion 2022, % does not include the impact of write-downs made to development investments in December 2022
of EUR 10,9 million.
KEY BALANCE SHEET RATIOS
EUR million (unless otherwise mentioned) 2023 2022 2021
Balance sheet total 490,3 499,1 543,8
Net debt 139,7 131,8 141,6
Net debt to adjusted EBITDA, x 2,4 2,2 2,4
Return on equity, % 6,1 5,7 8,2
Return on capital employed, % 6,8 5,4 7, 3
Equity ratio, % 58,9 60,3 59, 4
Gearing, % 49, 4 44,7 44,7
Gross investments 11,1 12,6 15,7
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 17
SHARE-RELATED KEY FIGURES
EUR (unless otherwise stated) 2023 2022 2021
Earnings per share, basic 0,74 0,72 1,08
Earnings per share, diluted 0,73 0,72 1,08
Earnings per share, comparable 1,05 1,11 1,49
Equity per share 11,89 12,27 13,16
Dividend (capital repayment) per share 1,00
1
1,00 1,00
Dividend (capital repayment) per earnings, % 137,0
1
138,9 92,6
Effective dividend (capital repayment) yield, % 5,1
1
4,7 3,0
Price per earnings 26,7 29,7 30,6
Share price development
Average price 18,85 24,48 35,57
Highest price 23,35 34,50 43,20
Lowest price 15,80 18,96 31,10
Closing price 19,48 21,40 33,00
Market capitalization, EUR million 463,5 514,3 793,2
Trading volume, pcs 12 488 195 2 557 740 3 080 974
Trading volume, % 52,48 10,64 12,82
Adjusted number of shares
2
Weighted average during financial year 23 892 230 24 034 856 24 030 363
At the end of the financial year 23 794 856 24 034 856 24 034 856
Number of shares adjusted for share issue, diluted
2
Weighted average during financial year 23 901 324 24 046 707 24 039 950
At the end of the financial year 23 785 762 24 046 707 24 044 443
1
The Board of Directors proposes to the Annual General Meeting a dividend of EUR 0,50 per share, followed by a second instalment of up to EUR 0,50 in
November, subject to Board decision.The share related key figures have been calculated based on the total of EUR 0,50 + EUR 0,50.
2
Includes own shares held by parent company 4 676 (0) pcs.
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 18
Alternative performance measures used in
financial reporting
Enento Group Plc discloses a summary on the use of alternative
performance measures used by the Group, definitions of the
performance measures used and their matching with the finan-
cial statements figures prepared according to IFRS Accounting
Standards in accordance with the ESMA (European Securities
and Markets Authority) Guidelines on Alternative Performance
Measures
1
.
Enento Group Plc presents alternative performance measures
as additional information for key performance measures in
the consolidated statements of income, financial position and
cash flows prepared according to IFRS Accounting Standards
to reflect the financial development of its business operations
and to enhance comparability from period to period. Accord-
ing to the management’s view, alternative performance meas
-
ures provide substantial supplemental information on the result
of the Group’s operations, financial position and cash flows to
the management and investors, securities analysts and other
parties. Alternative performance measures are not, as such,
included in the consolidated financial statements prepared
according to IFRS Accounting Standards, but they are derived
from the consolidated financial statements prepared according
to IFRS Accounting Standards by adjusting items in the consoli-
dated statements of income, financial position and cash flows
and/or by proportioning them to each other. Alternative perfor-
mance measures should not be considered as a substitute for
measures in accordance with IFRS Accounting Standards. Not
all companies calculate alternative performance measures in
a uniform way, and thus the alternative performance measures
of the Company are not necessarily comparable with similarly
named performance measures of other companies.
Certain non-operational or non-cash valuation transactions
with significant income statement impact are adjusted as items
affecting comparability, if they arise from:
• Efficiency program
• M&A and integration-related expenses
• restructuring expenses, including expenses arising from
redundancy and other costs directly associated with the
operational efficiency program
• external expenses arising from significant regulatory
changes
• compensation for damages
• legal actions
1
Alternative Performance Measure refers to a financial measure other than financial
measure defined or specified in IFRS Accounting Standards.
Alternative performance measures are defined as follows:
• EBITDA
EBITDA is the profit (loss) for the financial year before (i)
income taxes, (ii) financial income and expenditure and (iii)
depreciation and amortization.
• Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA excluding items
affecting comparability.
• Adjusted EBIT
Adjusted EBIT is defined as EBIT excluding items
affecting comparability and amortization from fair value
adjustments related to acquisitions.
• Net sales of new products and services
Net sales of new products and services include the total
sales of products launched during the past 24 months.
New products and services are a significant driver of
growth in the company and consumer data market.
The impact of new products and services is especially
important in times of poor economy, because they dilute
the impact of the poor economic situation on the demand
for current products and services. New products and
services replace or update old products and services.
They are often more advanced than old products and
services, or they respond to potential market demand.
In addition to customer needs, the development of new
products and services is also guided by opportunities
recognized by service providers. According to the
Company’s view, company and consumer data markets
in its countries of operation are somewhat immature
compared to many European countries, and there is
potential for new products and services in the market.
• Free cash flow
Free cash flow consists of the cash flow from operating
activities before (i) paid interests and other financing
expenses, (ii) received interests and other financing income
deducted by (iii) acquisitions of tangible and intangible
assets.
• Adjusted free cash flow
Adjusted free cash flow is defined as free cash flow
excluding items affecting comparability.
• Cash conversion
Cash conversion is calculated by dividing free cash flow
by EBITDA.
• Adjusted cash conversion
Adjusted cash conversion is defined as cash conversion
excluding items affecting comparability.
• Net debt
Net debt is calculated as difference of interest-bearing
liabilities and cash and cash equivalents. Interest-bearing
liabilities include loans from financial institutions (short-
and long-term loans) and lease liabilities, and cash and
cash equivalents include short-term deposits, cash assets
and bank accounts.
• Net debt to adjusted EBITDA
Net debt to adjusted EBITDA is calculated by dividing net
debt by adjusted EBITDA.
• Return on equity
Return on equity is calculated by dividing (i) profit (loss)
for the financial year by (ii) total equity (average for the
financial year).
• Return on capital employed
Return on capital employed is calculated (i) by adding
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Financial Review 2023 | 19
financial expenses to the profit (loss) before taxes and (ii)
by dividing the sum by the average of the difference of
the balance sheet total and non-interest-bearing debts
of the opening and closing balance sheet.
• Gearing
Gearing is calculated by dividing net debt by total equity.
• Equity ratio
Equity ratio is calculated by dividing (i) total equity by (ii)
balance sheet total, deducted by advances received.
• Gross investments
Gross investments are fixed asset acquisitions with
long-term effect, from which no sales of property or
renunciation of business have been deducted. As a
general rule, fixed assets comprise property, plant and
equipment and intangible assets.
• Earnings per Share, comparable
Profit for the period attributable to the owners of the
parent company excluding amortization from fair value
adjustments related to acquisitions and their tax impact,
divided by the weighted average number of shares in
issue.
• Comparable exchange rates
Comparable exchange rates mean that the effects of
any changes in currencies are eliminated by calculating
the figures for the previous period using current period´s
exchange rates.
PURPOSE OF USE OF ALTERNATIVE PERFORMANCE
MEASURES
EBITDA, adjusted EBITDA and adjusted EBIT are presented as
alternative performance measures to enhance comparability
of business performance between reporting periods and are
frequently used by analysts, investors and other parties.
Net sales from new products and services is presented as alter-
native performance measures, as it, according to the Com-
pany’s view, describes the development and structure of the
Company’s net sales.
Changes of Net sales, Adjusted EBITDA and Adjusted EBIT are
presented at comparable exchange rates, as they, according
to company´s view enhance the comparability of the periods
and are frequently used by analysts, investors and other par-
ties.
Free cash flow, adjusted free cash flow, cash conversion,
adjusted cash conversion and gross investments are presented
as alternative performance measures, as they provide, accord-
ing to the Company’s view, a good insight into the needs relat-
ing to the Group’s business cash flow and are frequently used
by analysts, investors and other parties.
Net debt, net debt to adjusted EBITDA, return on equity and
return on capital employed are presented as alternative per-
formance measures, as they are, according to the Company’s
view, useful measures of the Group’s ability to obtain financing
and pay its debts, and they are frequently used by analysts,
investors and other parties.
Gearing and equity ratio are presented as alternative perfor-
mance measures, as they, according to the Company’s view,
reflect the level of risk related to financing and help to monitor
the level of capital employed in the Group’s business.
Comparable earnings per share is presented as an alternative
performance measure, as it, according to the Company’s view,
helps to reflect the profit attributable to the owners.
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Financial Statements
Enento Group Financial Review 2023 | 20
Governance
For Shareholders
Reconciliation of alternative performance measures to the closest IFRS performance measure
ADJUSTED EBIT
EUR thousand 2023 2022 2021
Operating profit 30 418 25 764 35 249
Amortization from fair value adjustments related to
acquisitions
9 537 11 833 12 647
Items affecting comparability
M&A and integration related expenses 710 352 207
Restructuring expenses 2 243 317 -98
Efficiency program 2 695 - -
Expenses related to regulatory changes - - 1 135
Insurance compensations - - -100
Paid damages 440 - -
Other costs affecting comparability - 10 859 -
Total items affecting comparability 6 089 11 529 1 144
Adjusted operating profit 46 044 49 126 49 040
EBITDA AND ADJUSTED EBITDA
EUR thousand 2023 2022 2021
Operating profit 30 418 25 764 35 249
Depreciation, amortization and impairment 20 600 29 795 22 749
EBITDA 51 018 55 559 57 997
Items affecting comparability
M&A and integration related expenses 710 352 207
Restructuring expenses 2 243 317 -98
Efficiency program 2 695 - -
Expenses related to regulatory changes - - 1 135
Insurance compensations - - -100
Paid damages 440 - -
Other costs affecting comparability - 5 011 -
Total items affecting comparability 6 089 5 681 1 144
Adjusted EBITDA 57 107 61 240 59 141
FREE CASH FLOW
EUR thousand 2023 2022 2021
Cash flow from operating activities 36 804 44 792 43 945
Paid interest and other financing expenses 6 591 2 587 2 193
Received interest and other financing income -358 -283 -60
Acquisition of tangible assets and intangible assets -11 080 -13 187 -16 236
Free cash flow 31 957 33 909 29 842
ADJUSTED FREE CASH FLOW
EUR thousand 2023 2022 2021
Cash flow from operating activities 36 804 44 792 43 945
Paid expenses affecting comparability 4 580 429 305
Paid interest and other financing expenses 6 591 2 587 2 193
Received interest and other financing income -358 -283 -60
Acquisition of tangible assets and intangible assets -11 080 -13 187 -16 236
Adjusted free cash flow 36 537 34 338 30 147
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Enento Group Financial Review 2023 | 21
FORMULAS FOR KEY FIGURES
EBITDA Operating profit + depreciation, amortisation and impairment.
Items affecting comparability
Material items outside the ordinary course of business that concern
i) M&A and integration-related expenses, ii) redundancy payments,
iii) external expenses arising from significant regulatory changes,
iv) compensation paid for damages, (v) legal actions and (vi)
efficiency program.
Adjusted EBITDA EBITDA + items affecting comparability
Adjusted operating profit
(EBIT)
Operating profit excluding amortization from fair value adjustments
related to acquisitions + items affecting comparability.
Net sales from new products
and services
Net sales of new products and services is calculated as net sales of
those products and services introduced within the past 24 months.
Free cash flow
Cash flow from operating activities added by paid interests and
other financing expenses, deducted by received interests and other
financing income and deducted by acquisition of tangible and
intangible assets.
Adjusted free cash flow Free cash flow excluding impact from items affecting comparability.
Cash conversion, %
Free cash flow x 100
EBITDA
Adjusted cash conversion, %
Free cash flow excluding impact from
items affecting comparability
x 100
Adjusted EBITDA
Net debt Interest-bearing liabilities - Cash and cash equivalents
Net debt to adjusted EBITDA,
x
Net debt
Adjusted EBITDA
Return on equity, %
Profit (loss) for the financial year
x 100
Total equity (average for the financial year)
Return on capital employed,
%
Profit (loss) before taxes + Financial expenses
x 100
Total assets - non-interest-bearing
(average for the financial year)
Gearing, %
Interest -bearing liabilities - cash and cash equivalents
x 100
Total equity
Equity ratio, %
Total equity
x 100
Total assets - advances received
Dividend / earnings, %
Dividend (capital repayment) per share
x 100
Earnings per share
Effective dividend yield, %
Dividend (capital repayment) per share
x 100
Market value per share on the last day of the financial year
Price / Earnings
Market value per share on the last day of the financial year
Earnings per share
Earnings per share, basic
Profit for the period attributable to the owners of the parent
company divided by the weighted average number of shares in
issue.
Earnings per share, diluted
Profit for the period attributable to the owners of the parent
company divided by the weighted average number of shares in
issue, taking into consideration the possible impact of the Group’s
management’s long-term incentive plan.
Earnings per share,
comparable
Profit for the period attributable to the owners of the parent
company excluding amortization from fair value adjustments
related to acquisitions and their tax impact, divided by the
weighted average number of shares in issue.
Gross investments
Gross investments are fixed asset acquisitions with long-term
effect, from which no sales of property or disposal of business have
been deducted. As a general rule, fixed assets comprise property,
plant and equipment and intangible assets.
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Enento Group Financial review 2023 | 22
EUR thousand Note 1.1.–31.12.2023 1.1.–31.12.2022
Net sales 2.1 155 900 167 529
Other operating income 2.2 399 412
Materials and services 2.2 -26 623 -27 685
Personnel expenses 2.2 -40 104 -40 772
Work performed by the entity and capitalized
1
Total personnel expenses -36 907 -37 207
Other operating expenses
1
2.2 -41 714 -47 489
Depreciation, amortization and impairment
1
2.3 -20 638 -29 795
Operating profit 30 418 25 764
Share of results of associated companies 5.4 -755 -932
Finance income 2.4 534 411
Finance expenses 2.4 -7 952 -3 134
Finance income and expenses -7 418 -2 722
Profit before income tax 22 246 22 110
Income tax expense 2.5 -4 683 -4 754
Profit for the financial year 17 563 17 355
Consolidated Statement of Comprehensive Income
1
In comparison year 2022 Enento Group made a partial write-down to platform development investments. The write-down included an impairment of intangible assets of
EUR -5,8 million and a write-down of work in progress of EUR -5,0 million, of which EUR -4,0 million is included in other operating expenses and EUR -1,0 million on row work
performed by the entity and capitalized.
Enento Group Financial Review 2023 | 24
Board of Directors’ Report
Financial Statements
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Note 1.1.–31.12.2023 1.1.–31.12.2022
Items that may be reclassified to profit or loss:
Translation differences on foreign units
-21 -21 755
Hedging of net investments made in foreign units -136 5 038
Income tax relating to these items
-130 -17 725
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations 4.6 -360 3 278
Income tax relating to these items
-281 2 603
Other comprehensive income for the financial year, net of tax -410 -15 122
Total comprehensive income for the financial year 17 153 2 234
Profit attributable to:
Owners of the parent company
Total comprehensive income attributable to:
Owners of the parent company
Earnings per share attributable to the owners of
the parent during the financial year:
Basic, EUR
2.6
Diluted, EUR
2.6
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Enento Group Financial Review 2023 | 25
Governance
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Consolidated Statement Of Financial Position
EUR thousand Note 31.12.2023 31.12.2022
ASSETS
Non-current assets
Goodwill 3.2 340 873 340 712
Other intangible assets 3.2 88 675 98 029
Property, plant and equipment 3.3 1 845 1 561
Right-of-use assets 3.3 8 608 4 531
Investments in associated companies 5.4 3 164 3 933
Financial assets and other receivables 4.4 128 -6
Total non-current assets 443 293 448 761
Current assets
Account and other receivables 3.4 29 695 29 525
Cash and cash equivalents 4.4 17 350 20 785
Total current assets 47 045 50 310
Total assets 490 337 499 071
EUR thousand Note 31.12.2023 31.12.2022
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital 4.3 80 80
Invested unrestricted equity reserve 4.3 241 191 270 499
Translation differences -14 193 -14 063
Retained earnings 4.3 55 849 38 344
Equity attributable to owners of the parent 282 927 294 859
Share of equity held by non-controlling interest 0 0
Total equity 282 927 294 860
Provisions 3.6 354 89
Liabilities
Non-current liabilities
Financial liabilities 4.4 154 425 151 187
Deferred tax liabilities 3.8 15 619 17 989
Other non-current liabilities - 11
Total non-current liabilities 170 044 169 188
Current liabilities
Financial liabilities 2 593 1 411
Advances received 3.7 10 088 10 196
Account and other payables 3.7 24 331 23 328
Total current liabilities 37 012 34 934
Total liabilities 207 056 204 122
Total equity and liabilities 490 337 499 071
Enento Group Financial Review 2023 | 26
Board of Directors’ Report
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Consolidated Statement of Changes In Equity
Attributable to owners of the parent
EUR thousand Share capital
Invested
unrestricted
equity reserve
Translation
differences
Retained
earnings Total
Share of equity
held by non-
controlling
interest Total equity
Equity at 1.1.2023 80 270 499 -14 063 38 344 294 859 0 294 860
Profit for the period - - - 17 563 17 563 - 17 563
Other comprehensive income for the period
Translation differences - - -21 - -21 - -21
Hedging of net investments - - -136 - -136 - -136
Income tax relating to these items - - 27 - 27 - 27
Items that may be reclassified to profit or loss - - -130 - -130 - -130
Defined benefit plans - - - -360 -360 - -360
Income tax relating to these items - - - 79 79 - 79
Items that will not be reclassified to profit or loss - - - -281 -281 - -281
Other comprehensive income for the period, net of tax - - -130 -281 -410 - -410
Total comprehensive income for the period - - -130 17 282 17 153 - 17 153
Transactions with owners
Distribution of funds - -24 035 - - -24 035 - -24 035
Management’s incentive plan - - - 223 223 - 223
Purchases of own shares - -5 273 - - -5 273 - -5 273
Equity at 31.12.2023 80 241 191 -14 193 55 849 282 927 0 282 927
Enento Group Financial Review 2023 | 27
Board of Directors’ Report
Financial Statements
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Attributable to owners of the parent
EUR thousand Share capital
Invested
unrestricted
equity reserve
Translation
differences
Retained
earnings Total
Share of equity
held by non-
controlling
interest Total equity
Equity at 1.1.2022 80 294 533 3 662 18 118 316 394 0 316 394
Profit for the period - - - 17 355 17 355 - 17 355
Other comprehensive income for the period
Translation differences - - -21 755 - -21 755 - -21 755
Hedging of net investments - - 5 038 - 5 038 - 5 038
Income tax relating to these items - - -1 008 - -1 008 - -1 008
Items that may be reclassified to profit or loss - - -17 725 - -17 725 - -17 725
Defined benefit plans - - - 3 278 3 278 - 3 278
Income tax relating to these items - - - -675 -675 - -675
Items that will not be reclassified to profit or loss - - - 2 603 2 603 - 2 603
Other comprehensive income for the period, net of tax - - -17 725 2 603 -15 122 - -15 122
Total comprehensive income for the period - - -17 725 19 958 2 234 - 2 234
Transactions with owners
Distribution of funds - -24 035 - - -24 035 - -24 035
Management’s incentive plan - - - 267 267 - 267
Equity at 31.12.2022 80 270 499 -14 063 38 344 294 859 0 294 860
Enento Group Financial Review 2023 | 28
Board of Directors’ Report
Financial Statements
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Consolidated Statement of Cash Flows
EUR thousand Note 1.1.–31.12.2023 1.1.–31.12.2022
Cash flow from operating activities
Profit before income tax 22 246 22 110
Adjustments:
Depreciation, amortization and impairment 2.3 20 638 29 795
Finance income and expenses 2.4 8 172 3 654
Profit (-) / loss (+) on disposal of property,
plant and equipment
-239 -49
Change in provisions 284 90
Management’s incentive plan 5.2 223 267
Other adjustments
1
-169 4 720
Cash flows before change in working capital 51 156 60 587
Change in working capital:
Increase (-) / decrease (+) in account
and other receivables
-694 -4 182
Increase (+) / decrease (-) in account
and other payables
Change in working capital 995 -4 039
Interest expenses paid 2.4 -6 591 -2 587
Interest income received 2.4 358 283
Income taxes paid 2.5 -9 115 -9 452
Cash flow from operating activities 36 804 44 792
EUR thousand Note 1.1.–31.12.2023 1.1.–31.12.2022
Cash flows from investing activities
Purchases of property, plant and equipment 3.3 -1 455 -140
Purchases of intangible assets 3.2 -9 625 -13 047
Proceeds from sale of property,
plant and equipment
Proceeds from sale of intangible assets 1 407
Investments in associated companies 5.4 - -1 835
Cash flows from investing activities -9 194 -14 811
Cash flows from financing activities
Purchase of own shares -4 650 -
Repayments of interest-bearing liabilities 4.4 -2 127 -9 556
Dividends paid and other profit distribution 4.3 -24 035 -24 052
Cash flows from financing activities -30 811 -33 608
Net increase/decrease in cash
and cash equivalents
-3 201 -3 627
Cash and cash equivalents at beginning of
the financial year
Net change in cash and cash equivalents -3 201 -3 627
Translation differences of cash
and cash equivalents
-233 -906
Cash and cash equivalents at end of
the financial year
1
Other adjustments in comparison year 2022 include an adjustment to write-down of work-in-progress of EUR 5,0 million.
Enento Group Financial Review 2023 | 29
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Accounting principles are presented in connection
with notes in sections 2–5.
Critical accounting estimates and judgements
are presented in connection with notes in sections
3–5.
Enento Group Financial Review 2023 | 30
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2 Financial performance
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3 Acquisitions, capital expenditure
and net working capital
Enento Group Financial Review 2023 | 38
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4 Capital structure
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5 Others
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Parent Company Income Statement (FAS)
EUR Note 1.1.–31.12.2023 1.1.–31.12.2022
Net sales 2 1 375 014,73 1 099 383,12
Personnel expenses 3 -1 405 846,17 -1 280 318,34
Other operating expenses 4 -2 964 501,22 -1 805 519,65
Operating loss -2 995 332,66 -1 986 454,87
Finance income and expenses
Income from group undertakings 5 10 637 826,00 9 662 023,00
Other interest and finance income 5 256 533,87 5 322 111,36
Interest expenses and other finance expenses 5 -8 057 051,38 -3 282 373,78
Impairment in non-current assets 5 -2 360 588,20 -
Total finance income and expenses 476 720,29 11 701 760,58
Profit (loss) before appropriations and taxes -2 518 612,37 9 715 305,71
Appropriations
Group contributions 6 26 251 937,28 26 004 141,49
Income tax expense 7 -3 096 023,50 -5 216 820,38
Profit for the financial year 20 637 301,42 30 502 626,82
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Enento Group Financial Review 2023 | 58
Governance
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Parent Company Balance Sheet (FAS)
EUR Note 31.12.2023 31.12.2022
ASSETS
Non-current assets
Investments 8 548 172 611,41 550 533 199,61
Total non-current assets 548 172 611,41 550 533 199,61
Current assets
Long-term receivables 9 581 327,59 272 557,07
Short-term receivables 10 26 689 287,30 26 681 798,04
Cash in hand and at banks 13 702 369,21 16 614 996,65
Total current assets 40 972 984,10 43 569 351,76
Total assets 589 145 595,51 594 102 551,37
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EUR Note 31.12.2023 31.12.2022
EQUITY AND LIABILITIES
Shareholders’ equity
Share capital 11 80 000,00 80 000,00
Invested unrestricted equity reserve 11 258 887 340,74 288 195 250,22
Retained earnings 11 115 340 199,37 84 837 572,55
Profit for the financial year 20 637 301,42 30 502 626,82
Total equity 394 944 841,53 403 615 449,59
Liabilities
Non-current liabilities
Loans from financial institutions 148 790 917,80 148 654 532,24
Total non-current liabilities 148 790 917,80 148 654 532,24
Current liabilities
Accounts payable 12 770 670,39 101 912,06
Payables to Group companies 12 40 760 061,34 37 622 882,99
Other liabilities 12 54 613,92 50 066,56
Accrued expenses 12 3 824 490,53 4 057 707,93
Total current liabilities 45 409 836,18 41 832 569,54
Total liabilities 194 200 753,98 190 487 101,78
Total equity and liabilities 589 145 595,51 594 102 551,37
Enento Group Financial Review 2023 | 60
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
EUR Note 1.1.–31.12.2023 1.1.–31.12.2022
Cash flow from operating activities
Loss before appropriations and taxes -2 518 612,37 9 715 305,71
Adjustments:
Impairment in non-current assets 2 360 588,20 -
Finance income and expenses 5 -2 837 308,49 -11 701 760,58
Cash flows before change in working capital -2 995 322,66 -1 986 454,87
Change in working capital:
Increase (-) / decrease (+) in account and other receivables 231 145,37 -439 948,41
Increase (+) / decrease (-) in account and other payables -91 873,35 715 872,36
Change in working capital 139 272,02 275 923,95
Paid interest and other financing expenses 5 -6 244 789,56 -2 258 137,91
Dividends received 5 10 637 826,00 9 662 023,00
Interest and other finance income received 5 256 533,87 44 470,51
Income taxes paid 7 -5 323 619,92 -3 576 812,61
Cash flow from operating activities -3 530 110,25 2 161 012,07
Cash flows from investing activities
Investments in associated companies 8 - -1 834 901,74
Cash flows from investing activities - -1 834 901,74
Cash flows from financing activities
Proceeds from short-term borrowings 3 921 250,79 2 138 259,59
Repayments of short-term borrowings - -6 822 456,80
Group contributions received 6 26 004 141,49 24 305 384,56
Dividends paid and purchases of own shares 11 -29 307 909,48 -24 034 856,00
Cash flows from financing activities 617 482,80 -4 413 668,65
Net increase (+) / decrease (-) in cash and cash equivalents -2 912 627,45 -4 087 558,31
Cash and cash equivalents at beginning of the financial year 16 614 996,65 20 702 554,97
Cash and cash equivalents at end of the financial year 13 702 369,20 16 614 996,66
Parent company statement of cash flows (FAS)
Enento Group Financial Review 2023 | 61
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Financial Statements
Governance
For Shareholders
Notes to the Parent Company Financial Statements
1 Accounting principles
Enento Group Plc is a Finnish limited liability company and
the parent company of Enento Group. The Company listed its
shares on the main list of Nasdaq Helsinki Ltd on 31 March 2015.
Enento Group Plc’s financial statements have been prepared in
accordance with the accounting principles based on the Finn-
ish accounting legislation (FAS).
1.1 Valuation principles
FINANCIAL INSTRUMENTS
The fees paid on draw-down loans have been entered in
accrued income. These will be discharged as financial expenses
on the basis of time in equal proportions. At the time of loan
amortization the respective share of the remaining fees in the
balance sheet will be entered as expenses.
DEFERRED TAX ASSETS
Deferred tax assets are calculated on the temporary differ-
ences between taxation and the financial statement using the
tax rates effective for future years confirmed on the balance
sheet date. The balance sheet includes the deferred tax assets
at their estimate realisable amount.
1.2 Items denominated in foreign currencies
Transactions in foreign currencies are entered at the exchange
rates prevailing at the transaction dates. The unsettled bal-
ances on foreign currency receivables and liabilities are con-
verted into euros at the rates of exchange prevailing at the end
of the financial year.
1.3 Cash pooling arrangement
To facilitate efficient cash management in the Group, Enento
Group Plc has implemented a multi-currency cash pool
arrangement with Danske Bank A/S. The subsidiaries’ bank
accounts in Danske Bank have been included as member
accounts in the arrangement. The positive balances of the
subsidiaries’ member accounts are shown in the balance sheet
item “Payables to Group companies” and negative balances in
the balance sheet item “Receivables from Group companies”.
2 Net sales
NET SALES BY MARKET AREA
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Finland 638 917,91 454 394,42
Sweden 656 743,49 581 627,75
Other countries 79 353,33 63 360,95
Total 1 375 014,73 1 099 383,12
Net sales consist of management fees from Group companies.
3 Personnel expenses
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Salaries and benefits -1 227 746,07 -1 117 140,52
Pension expenses -158 060,22 -143 691,68
Other social security expenses -20 039,88 -19 486,14
Total -1 405 846,17 -1 280 318,34
The pension provision for the personnel is arranged at Elo
Mutual Pension Insurance Company.
SALARIES AND BENEFITS OF THE MANAGEMENT
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Board members and CEO -470 962,43 -381 374,00
Total -470 962,43 -381 374,00
The salaries and benefits paid to the management are item-
ised in more detail in the notes to the consolidated financial
statements, in note 5.5 Related parties.
NUMBER OF PERSONNEL ON AVERAGE
Employees
1.1.–31.12.2023 1.1.–31.12.2022
Full time 8 10
Part time and temporary - -
Total 8 10
4 Other operating expenses
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Other employment expenses -148 590,64 -51 595,01
Expenses related to premises -52 234,08 -43 433,45
Marketing expenses -101 209,96 -125 835,08
Office expenses -817 672,68 -213 541,58
IT expenses -198 372,74 -124 361,19
Purchased services -1 495 678,10 -1 118 783,02
Other expenses -150 743,02 -127 970,32
Total -2 964 501,22 -1 805 519,65
Enento Group Financial Review 2023 | 62
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
AUDITOR’S FEES
EUR
1.1.–31.12.2023 1.1.–31.12.2022
PricewaterhouseCoopers Oy
Statutory fees -109 443 -75 000
Tax advisory - -
Other services - -
Total -109 443 -75 000
5 Finance income and expenses
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Income from group undertakings
Dividends 10 637 826,00 9 662 023,00
Other interest and finance income
Interest income
From Group companies 18 416,45 355,38
From parties outside the Group 238 117,42 44 115,13
Other finance income
From parties outside the Group 0,00 5 277 640,85
Total finance income 10 894 359,87 14 984 134,36
Interest expenses and other finance
expenses
Interest expenses
To Group companies -623 993,06 -70 467,46
to parties outside the Group -6 401 284,82 -2 816 204,78
Other finance expenses
to parties outside the Group -1 031 773,50 -395 701,54
Impairment in non-current assets -2 360 588,2 -
Total finance expenses -10 417 639,58 -3 282 373,78
Total 476 720,29 11 701 760,58
6 Appropriations
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Group contributions received 26 251 937,28 26 004 141,49
Total 26 251 937,28 26 004 141,49
7 Income tax expenses
EUR
1.1.–31.12.2023 1.1.–31.12.2022
On business operations -3 096 023,50 -5 216 820,38
Change in deferred tax asset 324 683,50 -
Total -2 771 340,00 -5 216 820,38
8 Investments
EUR
31.12.2023 31.12.2022
Shares in Group companies
Cost at 1.1. 544 896 936,41 544 896 936,41
Additions - -
Cost at 31.12. 544 896 936,41 544 896 936,41
Shares in associated companies
Cost at 1.1. 5 636 263,20 3 801 361,46
Additions - 1 834 901,74
Impairment -2 360 588,20 -
Cost at 31.12. 3 275 675,00 5 636 263,20
Net book value at 1.1. 550 533 199,61 548 698 297,87
Net book value at 31.12. 548 172 611,41 550 533 199,61
31.12.2023 31.12.2022
Group companies Ownership (%) Ownership (%)
Suomen Asiakastieto Oy, Helsinki 100 100
Emaileri Oy, Turku 100 100
UC AB, Stockholm 99,99 99,99
UC Affärsinformation AB, Stockholm 100 100
Proff AB, Stockholm 100 100
Proff AS, Oslo 100 100
Proff ApS, Frederiksberg 100 100
Associated companies
Goava Sales Intelligence Ab,
Stockholm
48,2 48,2
All the group companies have been consolidated to the Parent
Company’s consolidated financial statements. A specification
of the Group companies is included in note 5.3 to the consoli-
dated financial statements.
9 Long-term receivables
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Deferred tax assets
From non-deductible net interest
expenses
324 683,50 -
Total deferred tax assets 324 683,50
EUR
1.1.–31.12.2023 1.1.–31.12.2022
Prepaid expenses and accrued income
Financial expenses periodised 256 644,09 272 557,07
Total prepaid expenses and accrued
income
256 644,09 272 557,07
Total 581 327,59 272 557,07
Enento Group Financial Review 2023 | 63
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
10 Short-term receivables
EUR
31.12.2023 31.12.2022
Receivables from Group companies
Accounts receivable - 394 693,13
Prepaid expenses and accrued
income
Group contribution 26 251 937,28 26 004 141,49
Total receivables from Group
companies
26 251 937,28 26 398 834,62
Other receivables 144 794,30 5 102,40
Prepaid expenses and accrued income
Financial expenses periodised 156 382,22 165 543,38
Other periodised expenses 136 173,50 112 317,64
Total prepaid expenses and accrued
income
292 555,72 277 861,02
Total 26 689 287,30 26 681 798,04
11 Equity
EUR
31.12.2023 31.12.2022
Share capital at 1.1. 80 000,00 80 000,00
Share capital at 31.12. 80 000,00 80 000,00
Total restricted shareholders’ equity 80 000,00 80 000,00
Invested unrestricted equity reserve
at 1.1.
288 195 250,22 312 230 106,22
Capital repayment -24 034 856,00 -24 034 856,00
Purchase of own shares -5 273 053,48 -
Total invested unrestricted equity
reserve at 31.12.
258 887 340,74 288 195 250,22
Retained profit at 1.1. 115 340 199,37 84 837 572,55
Distribution of dividend - -
Total retained profit at 31.12. 115 340 199,37 84 837 572,55
Profit for the financial year 20 637 301,42 30 502 626,82
Total unrestricted shareholders’ equity 394 864 841,53 403 535 449,59
Total equity 394 944 841,53 403 615 449,59
DISTRIBUTABLE FUNDS
EUR
31.12.2023 31.12.2022
Invested unrestricted equity reserve 258 887 340,74 288 195 250,22
Retained profit 115 340 199,37 84 837 572,55
Profit for the financial year 20 637 301,42 30 502 626,82
Total 394 864 841,53 403 535 449,59
12 Current liabilities
PAYABLES TO GROUP COMPANIES
EUR
31.12.2023 31.12.2022
Accounts payable - 784 072,44
Other liabilities 40 760 061,34 36 838 810,55
Total 40 760 061,34 37 622 882,99
OTHER CURRENT LIABILITIES
EUR
31.12.2023 31.12.2022
Accrued expenses
Holiday pay liabilities 137 725,12 150 149,49
Other accrued personnel expenses 332 213,20 316 347,45
Interest expenses 2 097 563,43 1 352 666,53
Taxes 329 964,54 2 232 877,46
Other 927 024,24 5 667,00
Total accrued expenses 3 824 490,53 4 057 707,93
Other liabilities
Other 54 613,92 50 066,56
Total other liabilities 54 613,92 50 066,56
Accounts payable 770 670,39 101 912,06
Total other current liabilities 770 670,39 4 209 686,55
Total 45 409 836,18 41 832 569,54
Enento Group Financial Review 2023 | 64
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
At the end of the financial year 2023, distributable funds of the
Group’s parent company amounted to EUR 394 864 841,53, of
which the profit for the financial year was EUR 20 637 301,42.
The Board of Directors proposes that a dividend of EUR 0,50
per share be paid for the financial year ended 31 December
2023 (totaling EUR 11 875 928,00 based on the Group’s regis-
tered total number of shares at the time of the proposal, not-
withstanding shares held in treasury). The dividend will be paid
to a shareholder registered in the Group’s shareholders’ register
held by Euroclear Finland Oy on the payment record date of 27
March 2024. The Board of Directors proposes that the funds be
paid on 5 April 2024.
The Board of Directors further proposes that the Annual Gen-
eral Meeting authorizes the Board, at its discretion, to resolve
on the further distribution of dividend up to a maximum of EUR
0,50 per share (totaling EUR 11 875 928,00 based on the Com-
pany’s registered total number of shares at the time of the pro-
posal, notwithstanding shares held in treasury). It is the intention
of the Board of Directors that the dividend payment pursuant
to this authorization would be carried out in November 2024.
The Company will separately publish resolutions of the Board of
Directors on the dividend payment and confirm the record and
payment dates in connection with such resolutions. The Board
may also decide not to use this authorization.
Board’s proposal for the distribution of funds
After the financial year there are no material changes in the
Company’s financial position. The Company’s liquidity is good
and, based on the Board of Directors’ view, the proposed distri-
bution of profits does not compromise the Company’s liquidity.
Enento Group Financial Review 2023 | 65
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Signatures To The Financial Statements
The report of the audit has been submitted today.
Helsinki, 9 February 2024
PricewaterhouseCoopers Oy
Authorised Public Accountants
Helsinki, 9 February 2024
Patrick Lapveteläinen
Chairman of the Board
Martin Johansson
Member of the Board
Tiina Kuusisto
Member of the Board
Erik Forsberg
Member of the Board
Minna Parhiala
Member of the Board
Auditor’s Note
Nora Kerppola
Member of the Board
Jeanette Jäger
CEO
Martin Grandell
Authorised Public Accountant
Enento Group Financial Review 2023 | 66
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
TO THE ANNUAL GENERAL MEETING OF ENENTO GROUP OYJ
Report on the Audit of the Financial
Statements
Opinion
In our opinion
• the consolidated financial statements give a true and
fair view of the group’s financial position and financial
performance and cash flows in accordance with IFRS
Accounting Standards as adopted by the EU
• the financial statements give a true and fair view of the
parent company’s financial performance and financial
position in accordance with the laws and regulations
governing the preparation of the financial statements in
Finland and comply with statutory requirements.
Our opinion is consistent with the additional report to the Audit
Committee.
WHAT WE HAVE AUDITED
We have audited the financial statements of Enento Group
Oyj (business identity code 2194007-7) for the year ended
31 December 2023. The financial statements comprise:
• the consolidated balance sheet, statement of
comprehensive income, statement of changes in equity,
statement of cash flows and notes, which include material
accounting policy information and other explanatory
information
• the parent company’s balance sheet, income statement,
cash flow statement and notes.
Auditor’s Report
Basis for Opinion
We conducted our audit in accordance with good auditing
practice in Finland. Our responsibilities under good auditing
practice are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is suffi-
cient and appropriate to provide a basis for our opinion.
INDEPENDENCE
We are independent of the parent company and of the group
companies in accordance with the ethical requirements that
are applicable in Finland and are relevant to our audit, and
we have fulfilled our other ethical responsibilities in accordance
with these requirements.
To the best of our knowledge and belief, the non-audit ser-
vices that we have provided to the parent company and to the
group companies are in accordance with the applicable law
and regulations in Finland and we have not provided non-audit
services that are prohibited under Article 5(1) of Regulation (EU)
No 537/2014. The non-audit services that we have provided are
disclosed in note 2.2 to the Financial Statements.
Our Audit Approach
OVERVIEW
• Materiality:
Overall group materiality: € 1,5 million, which represents
approximately 1% of net sales.
• Audit Scope:
The group audit scope includes all significant legal entities
in Finland and Nordic countries, covering the vast majority
of revenues, assets and liabilities of the group.
• Goodwill:
Goodwill in Enento Group’s consolidated statement
of financial position was € 340 873 thousand which
is approximately 70% of the total assets of € 490 337
thousand. We have tested the impairment assessment
and assessed the appropriateness of the estimates used
by Group’s management in their impairment assessment.
• Net sales:
Enento Group’s net sales in the financial year 2023
amounted to € 155 900 thousand. There is a risk in revenue
recognition that revenue accounted for in the financial
statements are not real or revenue has been recognised
in incorrect amount or in incorrect accounting period,
whether caused by fraud or error. We have tested revenue
recognition principles as well as revenue transactions in
order to respond to risks in revenue recognition.
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we considered where management
made subjective judgements; for example, in respect of signif-
icant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain.
MATERIALITY
The scope of our audit was influenced by our application of
materiality. An audit is designed to obtain reasonable assur-
ance whether the financial statements are free from material
misstatement. Misstatements may arise due to fraud or error.
They are considered material if individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial state-
ments.
Enento Group Financial Review 2023 | 67
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall
group materiality for the consolidated financial statements as
set out in the table below. These, together with qualitative con-
siderations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements on the financial state-
ments as a whole.
Overall group materiality
€ 1,5 million (previous year € 1,6 million)
How we determined it
Approximately 1% of net sales
Rationale for the materiality benchmark applied
We chose net sales as the benchmark because, in our view,
it is a stable and an important benchmark in the group’s cur
-
rent situation, against which the performance of the group is
measured by users of the financial statements. As the group’s
profitability has not been stable, net sales is also a generally
accepted benchmark. We chose 1% which is within the range
of acceptable quantitative materiality thresholds in auditing
standards.
HOW WE TAILORED OUR GROUP AUDIT SCOPE
We tailored the scope of our audit, taking into account the
structure of the group, the accounting processes and controls,
and the industry in which the group operates.
The group audit scope included the group parent company
and all subsidiaries to the parent company.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the finan-
cial statements of the current period. These matters were
addressed in the context of our audit of the financial state-
ments as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
As in all of our audits, we also addressed the risk of manage-
ment override of internal controls, including among other mat-
ters consideration of whether there was evidence of bias that
represented a risk of material misstatement due to fraud.
Enento Group Financial Review 2023 | 68
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Key audit matter in the audit of the group How our audit addressed the key audit matter
GOODWILL
NET SALES Refer to note 2.1 of the financial statements
Refer to note 3.2 of the financial statements
The Group’s goodwill amounted to € 340 873 thousand as at 31 December 2023 which is approximately
70% of total assets € 490 337 thousand. Goodwill is material to the consolidated financial statements.
The Group’s management uses significant judgement when assessing future estimated cash flows.
For the purpose of impairment testing, the recoverable amount of the Group’s three cash-generating
units have been determined based on value-in-use calculations which require the use of estimates.
These calculations use cash flow projections based on financial estimates approved by the manage-
ment covering a four-year period. Cash flows beyond the four-year period are extrapolated using the
estimated growth rates.
Key parameters in the projections are the development of net sales and key cost items as well as long-
term growth rate and discount rate. Management has performed a sensitivity analysis around the key
parameters of the goodwill allocated to each cash generating units in which the combined effect of
changes in the parameters is tested.
Enento Group provides information services. The majority of revenue is transaction based generated from
the delivery of individual pieces or bundles of credit, business and market information. The information is
processed or refined by the Group and made available to the customers mainly through online facilities.
Revenue is recognised at the point in time when the performance obligation is satisfied by the delivery
of information or over time depending on performance obligation to be satisfied. The Group recognises
as revenue transaction price to which Enento Group expects to be entitled in exchange for transferring
goods and services to customer.
There is a risk in revenue recognition that revenue accounted for in the financial statements are not real
or revenue has been recognised in incorrect amount or in incorrect accounting period, whether caused
by fraud or error. The Company aims to ensure by its internal processes and controls that revenue rec-
ognition in the financial statements is materially correct.
We assessed and tested the effectiveness of sales process key controls. We also tested revenue transactions
by using computer assisted audit techniques and by substantive testing procedures in order to respond to
risk of fraud in revenue recognition and to the risk that recognised revenue is not real or has been recognised
incorrectly. We also tested that revenue transactions have been accounted for in the correct financial period.
We audited journal entries related to revenue. In addition, we have performed analytical procedures to respond
to risk of material misstatement in the financial statements.
We tested the cash flow estimates prepared by the Group’s management for years 2024-2026 as well as the
determination of the discount rate used. We compared the used cash flow estimates to financial budgets
and projections prepared by the management and approved by the board to verify that cash flow esti-
mates used in the assessment are not greater than the financial budget. We assessed the reasonabless
and consistency of estimated profitability levels to approved financial budgets and cash flow estimates. We
compared estimated growth rates used in the cash flow estimates to the Group’s historic growth and tested
mathematical accuracy of these cash flow estimates. We assessed appropriateness of the discount rate
used in the calculations and tested the mathematical accuracy of the discount rate calculations.
We tested the sensitivity analysis prepared by management in order to ascertain the combined effect of
changes in key parameters that would lead to impairment. We tested the mathematical accuracy of the
sensitivity analysis related to the goodwill impairment assessment.
We have no key audit matters to report with respect to our audit of the parent company financial statements.
There are no significant risks of material misstatement referred to in Article 10(2c) of Regulation (EU) No 537/2014 with respect to the consolidated financial statements or the parent company financial statements.
Enento Group Financial Review 2023 | 69
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Responsibilities of the Board of Directors and the
Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsi-
ble for the preparation of consolidated financial statements that
give a true and fair view in accordance with IFRS Accounting
Standards as adopted by the EU, and of financial statements
that give a true and fair view in accordance with the laws and
regulations governing the preparation of financial statements
in Finland and comply with statutory requirements. The Board
of Directors and the Managing Director are also responsible for
such internal control as they determine is necessary to enable
the preparation of financial statements that are free from mate-
rial misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and
the Managing Director are responsible for assessing the parent
company’s and the group’s ability to continue as a going con-
cern, disclosing, as applicable, matters relating to going concern
and using the going concern basis of accounting. The finan-
cial statements are prepared using the going concern basis of
accounting unless there is an intention to liquidate the parent
company or the group or to cease operations, or there is no
realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from mate-
rial misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assur-
ance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with good auditing practice will
always detect a material misstatement when it exists. Misstate-
ments 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.
As part of an audit in accordance with good auditing practice,
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain 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.
• Obtain 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
parent company’s or the group’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of the Board of
Directors’ and the Managing Director’s use of the going
concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the parent company’s or the group’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 the parent company or the group to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events so that the financial statements
give a true and fair view.
• Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business
activities within the group to express an opinion on the
consolidated financial statements. We are responsible for
the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regard-
ing, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a state-
ment 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 those charged with gov-
ernance, we determine those matters that were of most signif-
icance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regula-
tion precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Enento Group Financial Review 2023 | 70
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Other Reporting Requirements
Appointment
We have been acting as auditors appointed by the annual
general meeting since 5.5.2008. Our appointment represents a
total period of uninterrupted engagement of 16 years. Author-
ised Public Accountant (KHT) Martin Grandell has acted as the
responsible auditor since 30.3.2017, which represents a total
period of uninterrupted engagement of 7 years. Enento Group
Oyj became a public interest entity on 31.3.2015 as a result of
the initial public offering.
Other Information
The Board of Directors and the Managing Director are respon-
sible for the other information. The other information com-
prises the report of the Board of Directors and the informa-
tion included in the Annual Report, but does not include the
financial statements and our auditor’s report thereon. We have
obtained the report of the Board of Directors prior to the date
of this auditor’s report and the Annual Report is expected to be
made available to us after that date.
Our opinion on the financial statements does not cover the
other information.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated. With respect to the report of the Board of
Directors, our responsibility also includes considering whether
the report of the Board of Directors has been prepared in
accordance with the applicable laws and regulations.
In our opinion
• the information in the report of the Board of Directors is
consistent with the information in the financial statements
• the report of the Board of Directors has been prepared in
accordance with the applicable laws and regulations.
If, based on the work we have performed on the other informa-
tion that we obtained prior to the date of this auditor’s report,
we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have noth-
ing to report in this regard.
Helsinki 9 February 2024
PricewaterhouseCoopers Oy
Authorised Public Accountants
Martin Grandell
Authorised Public Accountant (KHT)
Enento Group Financial Review 2023 | 71
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group Plc (the “Company” or “Enento”) is a Finnish public
limited liability company. The parent company of the Group is
Enento Group Plc, the domicile is Helsinki, Finland. The shares
of the Company are listed on Nasdaq Helsinki Ltd starting from
31 March 2015.
The Company’s governance is subject to the Finnish Compa-
nies Act, the Finnish Securities Markets Act, the Accounting Act,
the rules of Nasdaq Helsinki Ltd as well as the Company’s Arti-
cles of Association. In addition, Enento complies fully with the
Finnish Corporate Governance Code issued by the Securities
Market Association in 2020 (the “CG Code”). The CG Code is
available at www.cgfinland.fi.
This Company’s Corporate Governance Statement is published
separately from the Board of Directors’ report.
The Company’s governance is organised through the General
Meeting, the Board of Directors and the Chief Executive Officer.
Further, the Company has an Executive Team led by the Chief
Executive Officer.
General Meeting
The General Meeting is Enento’s highest decision-making body,
which normally convenes once a year. Its tasks and procedures
are defined in the Finnish Companies’ Act and the Compa-
ny’s Articles of Association. Certain important matters, such as
amending the Articles of Association, approval of the financial
statements, approval of the dividend, election of the members
of the Board of Directors and the auditors fall within the sole
jurisdiction of the General Meeting.
The General Meeting is convened by the Board of Directors. The
Annual General Meeting shall be held within six (6) months of
the end of the financial year. An Extraordinary General Meeting
shall be held whenever the Board of Directors deems neces-
sary, the auditor of the Company or shareholders with at least
10 % of the shares so demand in writing in order to deal with a
given matter, or if this is otherwise required by law.
The General Meeting handles the matters presented on the
agenda by the Board of Directors. According to the Finn-
ish Companies Act, a shareholder may also request that his/
her proposal be handled at the next General Meeting. Such
a request shall be made in writing to the Company’s Board of
Directors at the latest on the date specified by the Company
on its website. This date shall be published no later than by
the end of the financial period preceding the general meeting.
The request is always deemed to be on time, if the Board of
Directors has been notified of the request no later than four (4)
weeks before the delivery of the notice of the General Meeting.
According to the Company’s Articles of Association, notices
of the General Meetings shall be published on the Compa-
ny’s website no more than three months before the record date
pursuant to the Limited Liability Companies Act (eight work-
ing days before the General Meeting) and at the latest three
weeks before the General Meeting, however, always at least
nine days before the said record date. In addition, the Board of
Directors may decide to publish the notice in full or in part in an
alternative manner as it deems appropriate. The notice shall
contain information on the Member of the Board of Directors,
their remuneration, the matters to be handled at the General
Meeting and other information required under the Companies
Act and the CG Code.
The notice of the General Meeting, documents to be submit-
ted to the General Meeting (e.g. financial statements, report
by the Board of Directors, auditor’s report) and the resolution
proposals to the General Meeting are made available on the
Company’s website at least three (3) weeks before the General
Meeting.
The minutes of the General Meeting are published on the Com-
pany’s website within two (2) weeks after the General Meeting.
In addition, the decisions of the General Meeting are also pub-
lished by means of a stock exchange release immediately after
the General Meeting. The documents related to the General
Meeting are available on the Company’s website at least for a
period of three (3) months after the General Meeting.
Shareholders may attend a General Meeting either in person
or by proxy. Notification regarding the attendance to a meet-
ing must be made by the date mentioned in the notice to the
General Meeting.
Only shareholders, who are registered in Enento’s sharehold-
ers’ register maintained by Euroclear Finland Ltd on the record
date (i.e. eight (8) working days before the General Meeting)
are entitled to attend a General Meeting. Holders of nominee
registered shares may be registered temporarily in said share-
holders’ register and therefore, they are advised to request from
their custodian banks necessary instructions regarding such
temporary registration and the issuing of proxy documents. A
proxy representative shall produce a dated proxy document
or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder.
Corporate Governance Statement 2023
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The Board of Directors may decide that the shareholders may
participate in the General Meeting by post or telecommunica-
tions or by other technical means.
Enento has one series of shares. Each share has one vote in all
matters dealt with by a General Meeting. A shareholder shall
have the right to vote at the General Meeting, if he/she has
registered to participate in the meeting by the date specified
in the notice to the General Meeting, which date shall not be
earlier than ten (10) days before the meeting. A shareholder
may at the General Meeting vote with different shares in a dif-
ferent manner and a shareholder may also vote with only part
of his/her shares. The Articles of Association of Enento include
no redemption clauses or voting limitations.
Most resolutions by the General Meeting require a simple major-
ity of the votes cast at the meeting. In an election, the person
receiving the highest number of votes shall be deemed elected.
The General Meeting may, however, prior to an election, decide
that to be elected, a person shall receive more than half of the
votes cast. However, there are several matters, which according
to the Companies Act require a two-third (2/3) majority of the
votes cast and of the shares represented at the meeting.
All Members of the Board of Directors, the auditor and CEO
shall attend the General Meeting.
The Annual General Meeting was held on 28 March 2023.
Shareholders’ Nomination Board
Based on the proposal by the Board of Directors, the sole
shareholder of the Company resolved on 10 March 2015 to
establish a Shareholders’ Nomination Board for an indefinite
period to prepare proposals to the Annual General Meeting for
the election and remuneration of the members of the Board of
Directors and the remuneration of the Board Committees and
the Nomination Board. According to the Charter of the Share-
holders’ Nomination Board, it shall comprise representatives of
the Company’s three largest shareholders who, on 30 Septem-
ber preceding the next Annual General Meeting, hold the larg-
est number of votes calculated of all shares in the Company
and, in addition, of the Chairperson of the Board of Directors
as expert member.
The right to nominate the shareholder representatives lies with
those three shareholders whose share of all the voting rights in
the Company is on 30 September preceding the next Annual
General Meeting the largest on the basis of the shareholders’
register of the Company held by Euroclear Finland Ltd. How-
ever, holdings by a shareholder who, under the Finnish Securi-
ties Market Act, has the obligation to disclose its shareholdings
(flagging obligation) that are divided into several funds or reg-
isters, will be summed up when calculating the share of all the
voting rights, provided that such shareholder presents a writ-
ten request to that effect to the Chairperson of the Company’s
Board of Directors no later than on 29 September preceding
the next Annual General Meeting.
The aforementioned shareholders appoint, in accordance with
the Charter of the Nomination Board, from the request of the
Chairperson of the Company’s Board of Directors their repre-
sentatives to the Nomination Board after 30 September.
Shareholders’ Nomination Board submits its proposal to the
Board of Directors of the Company at the latest on 31 Janu-
ary preceding the next Annual General Meeting. Sharehold-
ers’ Nomination Board reviews its performance and procedures
once a year and gives out a report of its actions annually. The
report is published in the Corporate Governance Statement.
Principles concerning the diversity of
the Board of Directors
The Company has defined the principles concerning the diver-
sity of the Board of Directors in the following way:
In Enento Group Plc, the proposal concerning the composition
of the Board of Directors is prepared and made to the Annual
general Meeting by the Shareholders’ Nomination Board, which
consists of the representatives of the Company’s three largest
shareholders and of the chairperson of the Board of Directors
as expert member. When making their proposal for the compo-
sition of the Board of Directors, the Shareholders’ Nomination
Board applies these diversity principles defined by the Com-
pany or the assessment of diversity.
Diversity of the Board of Directors supports the development
of the Company’s business and the achievement of strategic
objectives as well as the promoting of customer insight. The
complementing expertise of the members and experience
in the lines of business essential for the Company (financing,
commerce, information technology) are considered important.
From the point of view of diversity, experience in international
operational environment and international representation are
considered essential. The objective is that both genders be rep
-
resented in the Board of Directors. Long-term needs and ade-
quate turnover shall be taken into account when electing the
members of the Board of Directors.
Realization of diversity of the Board
of Directors
At the moment (2023), the Company’s Board of Directors con-
sists of six members, two of whom are foreign nationals. The
members are experienced in Board duties in various types of
companies. Of the members of the Board of Directors, one per-
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Financial Statements
Governance
For Shareholders
son was nominated in the general meeting in 2016; and one
person became members of the Board of Directors in connec-
tion with the completion of the acquisition of UC AB in 2018.
One person has been nominated by the general meeting in
2019, one in 2020, one in 2021 and one in 2023. Both genders are
represented in the Company’s Board of Directors.
These principles and the realization of diversity are presented
as part of the Company’s corporate governance.
Report of the actions of the
Shareholders’ Nomination Board in
2023
GENERAL
The Company’s sole shareholder (before the Company’s listing
on the stock exchange) decided on 10 March 2015 to found the
Shareholders’ Nomination Board to prepare the proposals to
the Annual General Meeting for the selection and remuneration
of Board members and the remuneration of the Board com-
mittees and the Nomination Board. The term of the Nomination
Board is until next Annual General Meeting.
The three largest shareholders according to the share regis-
ter as at 30 September 2023 were Sampo Plc, Skandinaviska
Enskilda Banken Ab (publ.) and Nordea Bank Abp.
The companies appointed Petri Niemisvirta (Sampo Plc), Peter
Rabe (Nordea Bank AB (publ)) and Mats Torstendahl (Skandina-
viska Enskilda Banken AB (publ)) as members of the Nomination
Board. Patrick Lapveteläinen is an expert member of the Nom-
ination Board as the Chairman of the Board of Directors.
PERSONAL DETAILS ON THE SHAREHOLDERS NOMINATION
BOARD MEMBERS ARE SET FORTH IN THE TABLE BELOW:
Name Occupation
Niemisvirta Petri Mandatum Life Insurance, CEO
Rabe Peter
Nordea Bank AB (publ.), Managing Director,
Head of Group M&A
Torstendahl Mats
Skandinaviska Enskilda Banken AB (publ), Deputy
President & CEO
The Board elected Petri Niemisvirta as Chairman. The Board
assembled two times in November 2023 and in January 2024.
All members of the Nomination Board participated to these
meetings.
SHAREHOLDERS’ NOMINATION BOARD’S PROPOSAL TO
ANNUAL GENERAL MEETING 2024
The Nomination Board proposes that the number of Board
members be seven (7).
The Board proposes that Patrick Lapveteläinen, Martin Johansson,
Minna Parhiala, Tiina Kuusisto, Erik Forsberg and Nora Kerppola
be reelected as members of the Board of Directors. The Board
proposes that Markus Ehrnrooth be elected as a new member
of Board of Directors.
The Board proposes that the remuneration payable to the
Board of Directors Chairperson be EUR 55 000 per year and to
other Board members EUR 39 500 per year. An attendance fee
of 500 euros shall be paid per Board of Directors meeting.
The chairpersons of Board of Directors committees shall be
paid an attendance fee of EUR 500 and the committee mem-
bers shall be paid an attendance fee of EUR 400 per commit-
tee meeting.
The Board proposes that no remuneration will be paid to the
Nomination Board members.
The Board proposes that reasonable travelling expenses for the
attendance to the meetings shall be paid to members.
The Board proposes that the aforementioned proposed remu-
neration will become effective immediately after the next
Annual General Meeting of the Company.
The Board proposes that the Charter of the Shareholders Nom-
ination Board will be amended so that the Nomination Board
will in the future prepare and present to the AGM a proposal on
the Chairperson of the Board of Directors. Some amendments
of technical nature are also proposed to be made to the Char-
ter of the Shareholders Nomination Board.
Board of Directors
The Board’s role is to manage the Company’s business in the
best possible way and in their work protect the interests of the
Company and its shareholders. In accordance with the Articles
of Association of Enento, the Board of Directors shall consist of a
minimum of four (4) and a maximum of eight (8) members elected
by the General Meeting. The members of the Board of Directors
shall be appointed for one year at a time. The Shareholders’
Nomination Board prepares a proposal on the composition of
the Board to the Annual General Meeting for its decision.
Enento’s Board members shall be professionally competent
and as a group have sufficient knowledge of and competence,
inter alia, in the Company’s field of business and markets. A new
Member of the Board must have induction of the activities. The
majority of the directors shall be independent of the Company.
In addition, at least two of the directors, representing the afore-
mentioned majority, shall be independent of significant share-
holders of the Company. Independency from the Company
is determined based on the fact whether a person has been
employed by any of the Enento Group companies within the last
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Governance
For Shareholders
5 years. Independency from the major shareholders is deter-
mined for example based on the fact whether a person has
either directly or through controlling interest company owned
Enento’s shares during the last year or whether the person has
an employment relationship or service contract with significant
shareholder.
The Board has general authority to decide on and act in any
matters not reserved by law or under the provisions of the Arti-
cles of Association to any other governing body of the Com-
pany. The Board of Directors is responsible for the management
of the Company and its business operations. Additionally, the
Board is responsible for the appropriate arrangement of the
bookkeeping and financial administration.
The operating principles and main duties of the Board of Direc-
tors have been defined in the Charter for the Board of Directors
and include, among other things, to:
• establish business objectives and strategy,
• appoint, continuously evaluate and, if required, remove
the CEO from office,
• ensure that there are effective systems in place for
monitoring and controlling the Group’s operations and
financial position compared to its stated objectives,
• ensure that there is satisfactory control of the Company’s
compliance with laws and other regulations applicable to
the Company’s operations, and
• ensure that the Company’s external disclosure of
information is marked by openness and is correct, timely,
relevant and reliable, by way of, among other things,
adopting a disclosure policy.
By the resolution of Annual General Meeting on 28 March 2023,
Martin Johansson, Tiina Kuusisto, Patrick Lapveteläinen, Minna
Parhiala, Erik Forsberg and Nora Kerppola were appointed as
members to the Board of Directors.
Independence of the Board of Directors
Under the Finnish Corporate Governance Code 2020, the major-
ity of directors shall be independent of the Company. In addi-
tion, at least two directors of this majority shall be independent
of the Company’s major shareholders. The Board shall evalu-
ate the independence of directors and report which directors
it determines to be independent of the Company and which
directors it determines to be independent of major shareholders.
Based on an evaluation by the Board of Directors pursuant to
the Finnish Corporate Governance Code, all members of the
Company’s new Board of Directors are considered to be inde-
pendent of the Company. In addition, all members of the Board,
except for Patrick Lapveteläinen and Martin Johansson who
have employment relationship with a major shareholder, are
independent of the significant shareholders. Patrick Lapveteläi-
nen and Martin Johansson are not independent of the compa-
ny’s significant shareholders as they have employment relation-
ships or service contract with significant shareholders.
The Company is in compliance with recommendation 10 of the
Corporate Governance Code.
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Financial Statements
Governance
For Shareholders
Name Year of birth Position Education Occupation Positions of trust
Lapveteläinen Patrick 1966
Chairman
(from 1 April 2016)
M.Sc. (Econ.) -
Chairman of the Board: Mandatum Plc, Mandatum Life Insurance Company Limited,
Mandatum Holding Oy, Mandatum Asset Management Oy, Leviathan Oy
Member of the Board: If P&C Insurance Holding Ltd, If P&C Insurance Ltd (publ.),
Saxo Bank A/S
Forsberg Erik 1971
Board member
(from 29 March 2021)
M.Sc. Business and Administration -
Chairman of the Board: Collectia Group (Care DK Bidco Aps)
Member of the Board: Stillfront Group, Deltalite AB, Lectogo AB
Johansson Martin 1962
Board member
(from 29 June 2018)
M.Sc. (Econ.)
Senior Advisor, Skandinaviska
Enskilda Banken AB (publ.)
Chairman of the Board: Repono Holding AB, Försäkrings AB Suecia,
Försäkringsaktiebolaget Skandinaviska Enskilda Captive
Member of the Board: Several other companies belonging to the SEB Group
Kerppola Nora 1964
Board member
(from 28 March 2023)
MBA, Finance/International Business CEO, Nordic Investments Group Oy Chairman of the Board: Dasos Capital Oy
Kuusisto Tiina 1968
Board member
(from 28 March 2019)
M.Sc. (Econ.) - -
Parhiala Minna 1967
Board member
(from 12 June 2020)
Master of Laws
Head of Business Area,
Nordea Personal Banking
Member of the Board: Limelight Horses Oy
PERSONAL DETAILS OF THE BOARD MEMBERS:
3/6 of the Members of the Board are women at the end of year 2023. The age
distribution is 51-61 years. Members present two nationalities and they have gained
experience from various industries.
The performance of the Board is evaluated annually. In 2023, the Board evaluated
the importance of the matters handled, time allocation in meetings, the frequency
and length of the meetings, practicalities of the meetings, the material received
by the Board and the material distribution, the role and actions of the Chairman.
Some of the Board meetings were kept virtually.
Meetings of the Board of Directors are convened by its Chairperson. The Board of
Directors constitutes a quorum when more than half of the members appointed by
the General Meeting are present at the meeting. When votes are cast, the majority
opinion will be the Board’s decision and, in the case of a tie, the Chairperson will
have the casting vote.
The Board of Directors is always obliged to act in the Company’s interests and in
such a way that its acts or measures are not likely to produce unjustified benefit
to any shareholder or other third party at the cost of the Company or another
shareholder.
A Board member is disqualified from participating in the handling of a matter
pertaining to a contract or other transaction between the Board member and the
Company or of such matter where the member is to derive an essential benefit and
that benefit may be contrary to the interests of the Company. In principle, a Board
member may not participate in the handling of a matter if the Board member is
involved in the matter under assessment in another capacity.
The Board of Directors shall convene as frequently as necessary to discharge its
responsibilities. The Chief Executive Officer ensures that the Board is provided with
sufficient information to assess the operations and financial situation of the group.
The secretary of the Board of Directors is Legal Counsel Juuso Jokela.
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According to its Charter, the Audit Committee assists the Board
in fulfilling its supervisory responsibilities and also prepares cer-
tain accounting and auditing matters to be handled by the
Board. In addition, the Audit Committee makes recommenda-
tions for the election and removal of the external auditors and
for their compensation and approves the external auditors’
audit plan based on the auditors’ proposal. Among its other
duties, the Audit Committee reviews and monitors the financial
reporting process, the efficiency of the system of internal con-
trol and risk management, and the audit process.
Erik Forsberg serves as the Chairperson of the Audit Committee.
Nora Kerppola and Martin Johansson serve as members of the
Audit Committee.
Audit Committee convened 6 times during 2023. Average
attendance was 100 per cent.
In accordance with its financial calendar, the Audit Commit-
tee discussed matters relating to internal control and auditing
and reviewed the audit plan and remarks from auditing during
the financial year. The Audit Committee also reviewed financial
actual amounts and forecasts for the financial year, budget for
the next financial year and impairment testing.
ATTENDANCE TO BOARD AND COMMITTEE MEETINGS
Name
Board
meeting
Audit
committee
Lapveteläinen Patrick 18/18
Forsberg Erik 18/18 6/6
Johansson Martin 16/18 6/6
Kerppola Nora 15/16 5/5
Kuusisto Tiina 16/18
Parhiala Minna 18/18
Board meetings 2023
The Board of Directors convened altogether 18 times during
year 2023. Some of the Board meetings were kept virtually.
Average attendance was 97 per cent. In addition, the Board
made six separate resolution in accordance with Chapter 6,
Section 3 of the Finnish Companies Act without convening a
meeting.
Board Committees
The Board annually appoints an Audit Committee and may
also appoint other permanent Committees if considered nec-
essary at its organization meeting following the Annual General
Meeting. The Board did not appoint Nomination and Remuner-
ation Committee in its organizational meeting 28 March 2023.
The Board has deemed, in particular taking into consideration
the size and composition of the Board, it more efficient to pre
-
pare and discuss matters pertaining to amongst other things
the development of remuneration schemes as well as remuner-
ation principles in its full composition. In addition, the Board has
assessed that it fulfils the independence requirements set out
for a Nomination and Remuneration Committee. The composi-
tion, duties and working procedures of the Committees shall be
defined by the Board in the Charters confirmed for the Commit-
tees. The Committees regularly report on their work to the Board.
AUDIT COMMITTEE
The Audit Committee consists of at least three (3) members, the
majority of which must be independent of the Company. The
members shall have the qualifications necessary to perform the
responsibilities of the Committee. At least one (1) member shall
be independent of the significant shareholders and at least
one (1) member shall have expertise specifically in accounting,
bookkeeping or auditing. All members of the Committee shall
be versed in financial matters.
Chief Executive Officer
The Chief Executive Officer (“CEO”) of Enento is appointed by the
Board. The CEO is in charge of the day-to-day management
of the Company. The duties of the CEO are governed primarily
by the Finnish Companies Act. The CEO leads the operational
activities and prepares information and decisions to support the
Board and presents his findings at Board meetings.
In accordance with the Finnish Companies Act, the CEO has a
right to decide himself on certain urgent matters which otherwise
would require a Board decision. CEO of the Company is Jean-
ette Jäger. She has previously worked as CEO of Bankgirot and
in various management-level positions at Tieto and TDC Com-
munication. She is a Member of the Board of Telia Company AB.
Executive Team
The Company had an Executive Team at the end of year 2023
consisting of Mikko Karemo, Siri Hane, Arto Paukku, Sari Ek-Petroff,
Karl-Johan Werner, Gabriella Göransson, Daniel Ejderberg,
Andreas Darner and Elina Stråhlman. The members of the
Executive Team are appointed by the Board based on a pro-
posal by the CEO. The members of the Executive Team report
to the CEO.
The Executive Team members handle the issues that concern
managing of the group in their respective areas and on the
basis of the guidance provided by the Board of Directors.
The Executive Team meets one to two times per month, or as
required, and supports the CEO in, for example, the prepa-
ration and execution of strategic matters, operating plans,
matters of principle and any other significant matters. The
Executive Team also assists the CEO in ensuring the flow of
information and sound internal cooperation.
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MANAGEMENT’S SHARE OWNERSHIP 31 DECEMBER 2023
CEO and Executive Team Number of shares
Jäger Jeanette 3 300
Related party’s ownership 0
Stråhlman Elina 4 007
Related party’s ownership 0
Darner Andreas 0
Related party’s ownership 0
Ejderberg Daniel 0
Related party’s ownership 0
Ek-Petroff Sari 0
Related party’s ownership 0
Göransson Gabriella 1 326
Related party’s ownership 0
Hane Siri 3 606
Related party’s ownership 0
Karemo Mikko 12 347
Related party’s ownership 0
Paukku Arto 70
Related party’s ownership 0
Werner Karl-Johan 3 656
Related party’s ownership 0
Total 28 312
Auditor
The main function of the statutory audit is to verify that the
financial statements provide true, accurate and sufficient infor-
mation on the Enento Group’s performance and financial posi-
tion for the financial year. The Enento Group’s financial year is
the calendar year. The auditor’s responsibility is to audit the cor-
rectness of the Group’s accounting in the respective financial
year and to provide an auditor’s report to the General Meeting.
In addition, Finnish law requires that the auditor also monitors
the lawfulness of the Company’s administration. The auditor
reports to the Board of Directors at least once a year.
THE FOLLOWING TABLE PRESENTS DETAILS OF THE
MANAGEMENT TEAM MEMBERS:
Name Birth year Position Appointed
Jäger Jeanette 1969 CEO
2021
Stråhlman Elina 1979 CFO
2019
Darner Andreas 1981
Director, Strategy and
Transformation
2022
Ejderberg Daniel 1973 CIO
2022
Ek-Petroff Sari 1962 Director, HR
2023
Göransson
Gabriella
1971 Director, Consumer Insights
2021
Hane Siri 1984 Director, Business Insight
2018
Karemo Mikko 1971
Deputy CEO, Chief
Commercial Officer
2012
Paukku Arto 1982
Chief Marketing & Customer
Officer
2023
Werner Karl-Johan 1973
COO, Chief Data & Analytics
Officer
2019
BOARD OF DIRECTORS’ SHARE OWNERSHIP
31 DECEMBER 2023
Board members Number of shares
Lapveteläinen Patrick 10 000
Chairman of the Board
Related party’s ownership 8 000
Forsberg Erik 1 500
Related party’s ownership 0
Johansson Martin 3 000
Related party’s ownership 0
Kerppola Nora 14 000
Related party’s ownership 0
Kuusisto Tiina 0
Related party’s ownership 0
Parhiala Minna 0
Related party’s ownership 0
Total 36 500
The Audit Committee prepares a proposal on the appointment
of Enento’s auditors, which is then presented to the AGM for its
decision. The compensation paid to the auditors is decided by
the AGM and assessed annually by the Audit Committee.
Pursuant to Article 8 of the Company’s Articles of Association,
the Company must have one auditor that is a company of pub-
lic accountants approved by the Central Chamber of Com-
merce of Finland. The term of the Auditor of the Company shall
end at the close of the Annual Meeting following the election.
The Annual General Meeting 28 March 2023 has appointed
PricewaterhouseCoopers Oy, Authorised Public Accountants as
its auditor. PricewaterhouseCoopers Oy has appointed Martin
Grandell, Authorised Public Accountant, as the principal respon-
sible auditor.
In 2023, auditor Company was paid EUR 286 thousand for audit-
ing and for other services EUR 22 thousand.
Risk management and Internal control
Risk management
Enento is exposed to a number of risks and uncertainties related
to, among other factors, the market conditions, the Company’s
industry, the Company’s strategy, business operations of the
Company and financial risks. The materialisation of any such
risks could have a material adverse effect on Enento’s business,
financial condition, results of operations and future prospects.
Enento Group is operating in a regulated business and changes
in the applicable regulation may impact on revenue and profit.
Such regulation may concern, but are not limited to data pro-
tection, credit information as well as lending -related legis-
lation. Any governmental plans to change credit information
register -related regulations or potential introduction of gov-
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For Shareholders
ernmental credit information registers may change the com-
petitive landscape and/or otherwise impact Enento’s business,
revenue and profit. Also, the failure to comply with regulations
could have legal consequences and cause reputational harm.
The objective of Risk Management is to secure profitable per-
formance of the Enento Group and to ensure the continuity
of the business by executing risk management in a cost-ef-
fective and systematic manner in the different functions of the
Company. Risk management is part of Enento’s strategic and
operative planning, daily decision-making process and internal
control.
MAIN PRINCIPLES FOR ORGANIZING RISK MANAGEMENT
The Company complies with a policy approved by the Com-
pany’s Board of Directors for the management of risks. Risk
Management covers all activities that are related to the
objectives being achievable and consistent with the strat-
egy, to the identification, measuring, assessment, processing,
reporting and control of risks and to the reaction to risks.
MAIN FEATURES OF RISK MANAGEMENT PROCESS
In conjunction with the strategy process and annual planning,
the Company’s CEO and members of the management group
evaluate the business risks which may prevent or endanger the
achieving of the group’s strategic and result objectives. The
units provide risk assessments of their own operations for the
support of the strategy process. The directors of the units have
to provide assessments of the risks of their own area of respon-
sibility and present action plans for the management of risks.
Changes taking place in the strategic and operative risks are
discussed in the management group.
Enento’s CEO reports the identified risks as well as planned and
implemented actions for the risk mitigation to the Audit Com-
mittee and the Board of Directors. In accordance with the rec-
ommendation 26 of the Finnish Corporate Governance Code,
the Company shall disclose the major risks and uncertainties
that the Board is aware of and the principles along which risk
management is organised. The Audit Committee shall assure
that the Corporate Governance Statement published by the
Company shall contain an appropriate description of the main
features of the internal control and risk management systems
in relation to the financial reporting process.
The report by the Board of Directors contains an evaluation of
the major risks and uncertainties. In addition, the interim reports
and financial statements releases shall describe major short-
term risks and uncertainties related to the business operations.
Internal control
The objective of the internal control in Enento Group is to
ensure that business operations are efficient and profitable,
financial reporting is reliable, and that applicable laws and
regulations for the Company’s business, as well as Company’s
internal instructions are followed. The specific objective of the
internal control over financial reporting is to ensure that interim
reports, financial statement releases and other financial report-
ing made available to the public, and financial statements and
annual reports are reliable and are prepared in accordance
with the accounting and reporting principles adopted by the
Company.
The Audit Committee of Enento is responsible for, according
to its working order, the monitoring of the financial statement
preparation and financial reporting processes, and it monitors
the effectiveness of the Company’s internal control and risk
management processes.
CEO is operationally responsible for the organization of the
internal control. It includes that the Company has designed
and implemented adequate internal control mechanisms as
stipulated in the operating principles approved by the Board.
CEO, supported by the Management Team, is responsible to
ensure that the Company operates in accordance with the
agreed and defined principles, follows laws and regulations,
and reacts towards identified exceptions and takes adequate
corrective actions.
The duty of the CFO is to make sure and control that the book-
keeping and financial reporting practices of the group are in
accordance with the law and that the financial and manage-
ment reporting is reliable.
An integral part of the internal control is the document indicat-
ing the Company’s delegation of authority, as defined by the
Board (Delegation of Authority Summary). The guideline defines
authorisations of the Board, the CEO and other management
team members. The guideline deals with the situations where
authorisations may be required for annual financial accounts,
budget, remuneration, investments, acquisitions, financing and
one-off transactions. Enento Code of Ethics is applicable for all
the group employees. It has been published in the Company’s
intranet and is also introduced to all new employees.
Enento’s minimum internal control requirements are aimed at
preventing, detecting and correcting material accounting
and disclosure errors and irregularities and are performed on
all company levels. They include a range of activities such as
approvals, authorisations, verifications, reconciliations, reviews
of operating performance, the security of assets and the sep-
aration of duties as well as general computer controls.
In Finland and Sweden, Enento has also adopted the ISO 9001-
based quality system. This describes the Company’s principal
processes and related controls, by means of which the units
can control and develop their process risk management.
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GENERAL DESCRIPTION OF INTERNAL CONTROL AND
OPERATIONAL PRINCIPLES
Internal control is carried out by the Board of Directors, man-
agement and the Company’s entire personnel so that it can
reasonably be asserted that:
• the operations are functioning, efficient and in compliance
with the strategy,
• the financial reporting and information given to the
management is reliable, sufficient, and timely,
• applicable laws and regulations as well as the Company’s
internal instructions and ethical values are complied with
at Enento.
Enento’s internal control contain the following structural ele-
ments:
• instructions and principles set by the Board of Directors for
internal control, risk management and administration,
• the implementation and application of instructions and
principles under the supervision of the management,
• control of the efficiency and functionality of operations
as well as the reliability of the financial and management
reporting by the financial department,
• the Company’s risk management process, the purpose of
which is to identify, assess and reduce risks threatening
the achievement of objectives,
• compliance processes, the purpose of which is to ensure
that all applicable laws, regulations, internal instructions
and ethical values are complied with common ethical
values and strong internal control culture amongst all
employees.
Enento has no specific internal audit organisation. This has
been taken into consideration in the content and extent of
the annual audit plan. The Audit Committee of the Board
shall, according to its working order, evaluate on a yearly basis
whether such function should be established. The Audit Com-
mittee may use either internal or external resources to carry out
specific internal audit assignments. The Group Finance of the
Company monitors adherence of the approval limits as defined
in the Delegation of Authority guidelines.
FOCUS AREAS IN 2023 FOR INTERNAL CONTROL
DEVELOPMENT
Areas of focus for the internal control in 2023 were to contin-
uously improve the processes and controls and continue to
standardize processes and controls in the entire Group.
Related party transactions
The Company has procedures in place to identify and define
its related parties and assesses and monitors related party
transactions to ensure that all conflicts of interest and the
Company’s decision-making process are appropriately taken
into account. The Group’s financial management monitors and
supervises related party transactions as part of the Company’s
normal reporting and monitoring procedures and reports to the
Board of Directors on regular basis.
The Board of Directors monitors related party transactions on
a regular basis. All the material related party transactions that
deviate from the company’s normal business operations are to
be approved by the Board of Directors. Enento has not con-
ducted related party transactions that are material from the
perspective of the company and where such transactions devi-
ate from the company’s normal business operations or are not
made on market or market equivalent terms.
Compliance with laws and regulation
It is the policy of Enento to comply throughout the organiza-
tion with all applicable laws and regulations and to maintain
an ethical workplace for its officers and employees as well as
an ethical relationship with its customers, suppliers and other
business partners.
In its insider administration Enento follows the Guidelines for
Insiders issued by Nasdaq Helsinki Ltd complemented by the
Company’s own Insider Guidelines approved by the Board. The
Company maintains the list of persons discharging manage-
rial responsibilities and persons closely associated to them in
the SIRE system of Euroclear Finland Ltd. In accordance with
MAR regulation persons discharging managerial responsibilities
include the members of the Board (and their deputies, if any)
and in addition, based on a decision made by Enento’s Board
of Directors, the CEO, the Deputy CEO and the CFO. Enento
has no company-specific permanent insider register. The Com-
pany maintains project specific insider registers itself.
According to Enento’s Insider Guidelines, persons discharging
managerial responsibilities shall always obtain a prior approval
for trading in the Company’s securities from the Company’s
Insider Officer. Persons discharging managerial responsibilities
may not in any event trade in the Company’s securities during
the period of 30 days before the publication of the (quarterly)
interim report or annual result (Closed Window). According to
the Insider Guidelines approved by the Board also the persons
who participate in the financial reporting of the Company are
concerned by this prohibition to trade during the Closed win-
dow.
A project-specific insider register is also maintained when
required by law or regulations. Project specific insiders are pro-
hibited from trading in the Company’s securities until the termi-
nation of the project.
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Financial Statements
Governance
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Shareholders’ Agreement and
Articles of Association relating to
the Credit Register and the Credit
Register Information
The Company and UC AB’s former owners Skandinaviska
Enskilda Banken AB (publ), Nordea Bank AB (publ), Svenska Han-
delsbanken AB (publ), Swedbank AB (publ), Danske Bank A/S
Swedish branch and Länsförsäkringar Bank AB (publ) (together,
the “Sellers”) have entered into a shareholders agreement relat-
ing to the governance of UC AB’s Credit Register and Credit
Register Information, as a company jointly owned by the Sellers
received as part of the acquisition of UC AB a small number of
UC AB’s Class B shares that grant their holders certain govern-
ance related rights. The purpose of these arrangements has
been to secure the maintenance of the Credit Register and the
management of Credit Register Information provided by the
Sellers.
Board of Directors’ report
Board of Directors published on 4 March 2024 its report for
financial year 2023. Board of Directors report is published at
the same time with Corporate Governance Statement.
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Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Board of Directors 31.12.2023
Nora Kerppola
Board member
Patrick Lapveteläinen
Chairman of the Board of Directors
Erik Forsberg
Board member
Martin Johansson
Board member
Tiina Kuusisto
Board member
Minna Parhiala
Board member
READ MORE
The CV information of the members of the
Board of Directors is availabe on Enento’s
website:
Enento Group Financial Review 2023 | 83
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Executive Management Team 31.12.2023
Elina Stråhlman
CFO
Jeanette Jäger
CEO
Gabriella Göransson
Director, Consumer Insight
Siri Hane
Director, Business Insight
Daniel Ejderberg
CIO
Mikko Karemo
Deputy CEO, Chief
Commercial Officer
READ MORE
The CV information of the members of the
Group’s Executive Team is availabe on
Enento’s website:
Arto Paukku
Chief Marketing &
Customer Officer
Karl-Johan Werner
Chief Operating Officer,
Chief Data & Analytics Officer
Sari Ek-Petroff
Director, HR
Andreas Darner
Director, Strategy and
Transformation
Enento Group Financial Review 2023 | 84
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Information for shareholders
Annual General Meeting
Enento Group Plc’s Annual General Meeting will be held on
Monday, 25 March 2024, starting at 11:00 a.m. EEST at Rantatie
Business Park, Tutka & Plotteri Meeting Room (Hermannin ran-
tatie 8, Main entrance: Verkkosaarenkatu 5, 00580 Helsinki, Fin-
land). The notice to the Annual General Meeting is published on
the Company’s website (enento.com/investors) and as a stock
exchange release.
Board of Directors’ proposal to the
Annual General Meeting
The Board of Directors proposes to the Annual General Meeting
convening on 25 March 2024, that a dividend of EUR 0,50 per
share to be paid from the financial year ended 31 December
2023. The dividend shall be paid on 5 April 2024 to a share-
holder registered in the Group’s shareholder register maintained
by Euroclear Finland Ltd on the payment record date of 27
March 2024. The Board further proposes the Annual General
Meeting to authorize the Board to resolve on a futher dividend
payment up to a maximum of EUR 0,50 per share, which would
be paid out in November 2024.
Changes of address
Shareholders are kindly requested to notify the account man-
ager of the book-entry account of any changes of address.
Financial information in 2024
Each year Enento Group publishes a financial statement
release, an annual and sustainability review, a financial review,
a half year financial report and two interim reports.
Annual Report for 2023 .....................................................Week 10/2024
Interim Report Q1 .....................................................................23 April 2024
Half Year Financial Report .....................................................16 July 2024
Interim Report Q3 ........................................................... 29 October 2024
Basic share information
Market .......................................................................................................................................Nasdaq Helsinki
List ............................................................................................................................................................................ Mid Cap
Sector ............................................................................................................................................................. Financials
Trading code ......................................................................................ENENTO
Votes/share ................................................................................................1 pcs
Number of shares on 31 December 2023 .......................... 23 794 856
Share capital (EUR) ............................................................................80 000
Analysts
Information about analysts following the company is availa-
ble on the Group’s Investor pages. The list is not necessarily
exhaustive, and Enento Group shall not be held responsible for
any estimates presented in analyses.
Investor Relations
The goal of the Group’s IR function is to produce accurate
up-to-date information about the company’s business oper-
ations and financial development. Enento Group publishes all
investor information on its Investors site in Finnish and English.
Enento Group Plc observes a 30-day period of silence before
the publishing of financial reports. During this period, the com-
pany does not arrange or participate in any one-on-one
meetings with investors, analysts, or the media.
IR contact information
ELINA STRÅHLMAN
CFO
Tel. +358 10 270 7578
E-mail: elina.strahlman@enento.com
INVESTOR RELATIONS
E-mail: ir@enento.com
Enento Group Financial Review 2023 | 86
Board of Directors’ Report
Financial Statements
Governance
For Shareholders
Enento Group as an Investment
Profitable growth
Scalable business model
creates profitable growth
Resilient business
Wide range of services creates
sustainability for all economic
cycles
Dividend yield
Strong cash flow enables stable
dividend yield
