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Administration Report

1 April 2019 – 31 March 2020
The Board of Directors and the CEO of Addtech AB, company ID number 556302-9726, hereby submit the annual and consolidated accounts for the 2019/2020 financial year. Comparisons in parentheses refer to the corresponding period of the previous year, unless stated otherwise.

Because, in terms of its size, Addtech exceeds the limit set out in item 6:10 of the Swedish Annual Accounts Act, the Administration Report shall include a Sustainability Report. The company has chosen to present its Sustainability Report separately from the Administration Report, in accordance with item 6:11 of the Annual Accounts Act. In accordance with items 6:12 – 14 of the Annual Accounts Act, the Sustainability Report is included as an integral part of the front sections of the published Annual Report, as well as in the sustainability notes in the rear sections of the Report.

Operations
Addtech is a Swedish listed technology trading group that provides technological and economic value added in the link between manufacturers and customers. Addtech operates in selected niches in the market for advanced technology products and solutions. Its customers primarily operate in the manufacturing industry and infrastructure. Addtech has around 130 independent subsidiaries in some 20 countries, operating under their own brands, and about 2,900 employees. Consolidated sales amount to more than SEK 11 billion, with an estimated one third of those deriving from trade products and two thirds from customised products and solutions, as well as proprietary brands. Addtech generates optimal conditions for the profitability and growth of its subsidiaries. The Addtech share has been listed on Nasdaq Stockholm since 2001.

The year in brief
In summary, the 2019/2020 financial year was highly successful. Despite the cautious mood of the market, an extensive cyberattack in the third quarter and the end of the financial year being pervaded in many ways by the outbreak of the COVID-19 pandemic, we delivered strong profitable growth, both organically and through acquisitions of several new companies in different technical niches.

Sales rose by 16 percent, distributed evenly between organic and acquired growth. We continued to deliver increased earnings profitably, margin increases in organic sales contributing in particular to an increase in operating profit by 28 percent and a record-high EBITA margin of 11.6 percent (10.7). All business areas contributed to growth in both sales and earnings, with Industrial Process at the fore.

Our cash flow strengthened significantly, due mainly to improved margins and effects from changes in working capital. Cash flow from operating activities amounted to SEK 1,117 million (524). We also secured an extension of our credit framework by SEK 1,300 million to a total of SEK 3,800 million in the fourth quarter. No repayments are planned for the upcoming 12-month period.

The acquisition rate was high with 12 completed acquisitions, together contributing annual sales of SEK 740 million. The return on working capital (P/WC) was 56 percent.

Market development over the year
In most geographical markets, the Group’s underlying demand was generally favourable throughout the financial year. Looking at the Nordic countries, Addtech’s growth rate was highest in Finland and Norway, while it was stable in Sweden and Denmark. Outside the Nordic countries, the market situation varied. Our units in Central Europe developed positively overall, while political and economic uncertainties in the UK resulted in a weak trend in the operations there.

In terms of customer segments, demand for production components and solutions for special vehicles and machinery manufacturers levelled off, while demand in electronics, medical technology and wind power increased. Demand for aftermarket products for the forestry and process industries remained, on the whole, stable, while sales to the manufacturing industry declined. Sales were particularly strong for emission measurement and purification products, which accounted for about 70 percent of sales by the Transport segment. Demand for scrubber solutions waned gradually over the year, mainly due to the decreasing price difference between various fuels. Sales of electricity-related products to construction and installation customers was stable, while demand for infrastructure products increased.

In the final weeks of March, several units noted reduced demand due to the COVID-19 pandemic, particularly in special vehicles and parts of the engineering sector. Other units experienced increased demand, driven by customers in medical technology.

Cyberattack in October 2019
On 30 October 2019, Addtech suffered an extensive cyberattack. Among the Group’s companies, 80 of them, representing about half of consolidated sales, were infected by malicious encryption code via the Group’s central IT environment. The criminal group behind the attack demanded a ransom to lift the encryption. Addtech immediately reported the crime to the police and then built up a new, central IT environment. All of the affected companies had access to functioning IT environments again on 19 December, and it was possible to continue operations throughout the attack, albeit at varying degrees. The overall financial impact was less than initially expected.

During the third quarter the negative impact was estimated to approximately SEK 130 million on net sales, and SEK 90 millon on EBITA. The impact on EBITA was distributed with about 40 percent in direct costs, which was essentially carried by the parent company, while approximately 60 percent was negative effect on EBITA from operations (“Operating effect”). The Operating effect was distributed with about 10 percent on business areas Autmation and Energy, about 25 percent respectively on business areas Components and Power Solutions, and about 30 percent on business area Industrial Process. Net sales was deemed unaffected during the fourth quarter, while the EBITA was affected negatively with approximately SEK 10 million in direct costs, which was essentially carried by the parent company. The police investigation has not resulted in any arrests. Addtech has worked closely with the relevant authorities and other stakeholders and has also actively shared its experience to help raise awareness in society of the growing issue of cyber crime.

Development by business area over the year

The division into business areas reflects Addtech’s internal organisation and reporting system. Addtech reports its business areas as operating segments. During 2019/2020, Addtech was organised into the following five business areas: Automation, Components, Energy, Industrial Process and Power Solutions. For further information on the Group’s operating segments, see Note 5.

AUTOMATION
Net sales by Automation during the financial year increased by 25 percent to SEK 2,425 million (1,946), while EBITA increased by 38 percent to SEK 267 million (194).

A declining rate of growth in underlying demand was noted in the first quarter. Several acquisitions contributed to volumes while margins were affected somewhat negatively. For Automation’s largest segments, mechanical industry and medical technology, the market situation remained favourable, although demand evened out at a high level. In the data and telecom segment, demand was good. Net sales increased by 25 percent to SEK 591 million (472) and EBITA increased by 23 percent to SEK 60 million (49).

In the second quarter, Automation continued to perceive underlying demand as evening out, albeit at a high level. For mechanical industry and medical technology, involving deliveries of input components and automation solutions, the market situation remained favourable and demand was stable. In the defence industry, as well as in data and telecom, the market situation was also favourable. Net sales increased by 25 percent to SEK 552 million (444) and EBITA increased by 26 percent to SEK 57 million (45).

The business situation during the third quarter was positive and demand was stable with regard to deliveries of production components and automation solutions. The market situation also favoured operations exposed to the defence industry, while demand in data and telecom varied between geographical markets. Net sales increased by 22 percent to SEK 588 million (481) and EBITA increased by 6 percent to SEK 51 million (48).

In the fourth quarter, Automation experienced increased demand in key customer segments, including the mechanical industry, the defence industry and medical technology. This is partly explained by the recovery from the cyberattack, as well as by the effects of customers experiencing increased demand for products towards the end of the quarter given the prevailing COVID-19 pandemic. Net sales increased by 26 percent to SEK 694 million (549) and EBITA increased by 91 percent to SEK 99 million (52).

COMPONENTS
Over the financial year, net sales by the Components business area increased by 6 percent to SEK 2,082 million (1,960) and EBITA amounted to SEK 218 million (220).

In the first quarter, the market for production components remained at a stable level despite strong comparative figures from the preceding year. Demand was down somewhat in Sweden and Denmark, while the market situation was favourable in Norway and Finland. Demand was favourable in mechanical industry and special vehicles, although with a somewhat lower growth rate than previously. The business situation in the electronics industry was good. Net sales increased by 6 percent to SEK 504 million (474) and EBITA amounted to SEK 54 million (58).

The market for production components held at a good level in the second quarter. In Norway and Finland, the market situation remained favourable, and in Denmark and Sweden it continued to be stable. The companies perceived a levelling-off in demand in the mechanical industry while the market situation for special vehicles was stable. The business situation was favourable in the electronics industry, wind power, defence, oil and gas, as well as marine industries. Net sales increased by 13 percent to SEK 511 million (451) and EBITA increased by 10 percent to SEK 58 million (53).

Demand for production components from Nordic manufacturing companies remained stable in the third quarter. The market situation in Norway and Finland was favourable, and it remained stable in Denmark and Sweden. The companies in the business area still perceived a levelling-off in demand in the mechanical industry while the market situation for special vehicles was stable. The business situation was favourable in the electronics industry, wind power, defence, oil and gas, as well as in marine industries. Net sales increased by 2 percent to SEK 489 million (482) and EBITA amounted to SEK 41 million (45).

Components’ volume growth in the fourth quarter was stable. Demand from Nordic manufacturing companies for production components was high. The business situation was favourable in Norway and Denmark, varying in Finland and levelling off somewhat in Sweden. Market segments where development was positive were transport, defence, medical technology, wind power and projects in electrification. Net sales increased by 4 percent to SEK 578 million (553) and EBITA increased by 2 percent to SEK 65 million (64).

ENERGY
During the financial year, the Energy business area’s net sales increased by 2 percent to SEK 2,412 million (2,357) and EBITA increased by 16 percent to SEK 282 million (244).

For Energy’s most important market segments, the business situation remained favourable in the first quarter. In the Nordic countries, demand for infrastructure products for national and regional grids remained high. The market situation for niche products in electricity distribution was stable, although with somewhat slower growth. Demand was good for cabling products for the manufacturing sector, as well as for construction and installation products. Net sales increased by 16 percent to SEK 619 million (535) and EBITA increased by 20 percent to SEK 67 million (56).

During the second quarter, the market situation for Energy as a whole was positive. In the Nordic countries, demand remained high for products for electricity grids operators. The units selling niche products for electricity distribution perceived varied demand, although at a good level. Units serving the expansion of fibre-optic networks and the construction and installation segments noted some slackening in demand. Net sales increased by 4 percent to SEK 593 million (571) and EBITA increased by 17 percent to SEK 75 million (64).

For Energy as a whole, the market situation remained positive in the third quarter. Demand for infrastructure products for national and regional grids held at a high level. However, units operating in selling niche products for electricity distribution perceived lower demand. There was a continuing slump in demand from customers active in the build-out of the fibre-optic networks, as well as in construction and installation. Net sales amounted to SEK 596 million (607) and EBITA increased by 14 percent to SEK 62 million (54).

Demand for Energy’s infrastructure products for national and regional grids and for wind power, held at high levels and the market situation remained stable throughout the fourth quarter. The units that are active in sales of niche products for electrical power distribution, the expansion of the fibre-optic network, as well as construction and installation continued to experience a certain slow-down in demand. Net sales amounted to SEK 604 million (644) and EBITA increased by 12 percent to SEK 78 million (70).

INDUSTRIAL PROCESS
Over the financial year, net sales by the Industrial Process business area increased by 39 percent to SEK 3,204 million (2,305) and EBITA increased by 103 percent to SEK 445 million (219).

In the first quarter, the business situation remained exceptionally strong in the marine segment. Demand was very strong for products and services for solutions that improve the environment. The market situation was favourable in the manufacturing industry and demand was good for products in the forest and process industry in all geographic markets. Net sales increased by 62 percent to SEK 807 million (498) and EBITA increased by 107 percent to SEK 103 million (50).

In the second quarter, sales of products and services for environmental improvement solutions in the marine segment remained at a very high level, while demand for new projects was lower. Operations exposed to the mechanical industry, special vehicles and forest industry showed noted somewhat lower demand, while the business situation in other process industries was favourable. Net sales increased by 74 percent to SEK 865 million (497) and EBITA increased by 164 percent to SEK 134 million (50).

In the third quarter, sales of products and services for environmental improvement solutions in the marine segment remained at a very high level, while demand for new projects was significantly lower. In manufacturing, demand in mechanical industry and special vehicles, as well as in the forest industry was somewhat lower, while the business situation remained stable in other process industries. Net sales increased by 33 percent to SEK 800 million (603) and EBITA increased by 100 percent to SEK 95 million (48).

Sales of products and services for environmental improvement solutions in the marine segment remained favourable in the fourth quarter, while demand for new projects held at a lower level. Organic growth gave very good leverage on the margins while Industrial Process experienced non-recurring effects in the form of service assignments with high margins and currency effects that had a positive impact on profit. Net sales increased by 4 percent to SEK 732 million (707) and EBITA increased by 60 percent to SEK 113 million (71).

POWER SOLUTIONS
During the financial year, the Power Solutions business area’s net sales increased by 2 percent to SEK 1,630 million (1,597) and EBITA increased by 4 percent to SEK 231 million (223).

The business situation for Power Solutions varied between different customer and product segments, although demand was generally stable in the first quarter, compared with the first quarter last year. The companies within the business area’s largest customer segment, special vehicles, experienced a somewhat declining growth rate in demand for control and ergonomics products, albeit from a very high level. The market situation was favourable for customised batteries and wind power, and demand for products in power supply was stable. Net sales amounted to SEK 417 million (419) and EBITA increased by 14 percent to SEK 65 million (57).

In most of Power Solutions’ niche markets, the business situation during the second quarter was good. The market for customised batteries remained highly positive. The special vehicles customer segment experienced demand evening out at a high level. Sales of power supply systems were stable, as was demand for components for the wind power industry. Net sales increased by 6 percent to SEK 402 million (380) and EBITA increased by 10 percent to SEK 62 million (56).

On the whole demand was stable in the third quarter, although the business situation varied between different customer and product segments. The market for customised batteries remained highly positive, while demand in special vehicles continued to be perceived as declining somewhat. Sales of power supply systems were lower, while demand for components for the wind power industry was stable. Net sales amounted to SEK 377 million (384) and EBITA amounted to SEK 36 million (56).

During the fourth quarter, demand was very good for the business area as a whole. For customised battery solutions, the market situation remained highly favourable, particularly in medical technology. The business situation also remained favourable for the units operating in power supply and wind power. Demand for control and ergonomics products in the special vehicles customer segment was favourable, particularly with regard to components for several customers’ stocks of spare parts. Net sales increased by 5 percent to SEK 434 million (414) and EBITA increased by 27 percent to SEK 68 million (54).

Acquisitions

Addtech is constantly on the lookout for companies to acquire and is engaged in discussions with a number of potential companies. During the financial year Addtech completed 12 acquisitions, diversified in terms of their markets and geographies, where it took control of the acquired operations during the year. All business areas completed acquisitions during the year. Since becoming a listed company in 2001, Addtech has acquired some 100 companies. The following companies were acquired during the year:

Omni Ray AG
On 1 April, Omni Ray AG was acquired in Switzerland and joined the Automation business area. Omni Ray is a technology trading and services company, with a strong position in the Swiss market for automation solutions in industry, infrastructure, transport and medical technology. The company generates annual sales of approximately SEK 330 million and has 65 employees.

Thurne Teknik AB
On 1 April, Thurne Teknik AB was acquired in Sweden and joined the Industrial Process business area. Thurne Teknik is a leading supplier of components, equipment and advanced process systems primarily to the chemical and pharmaceutical industry in the Nordic region and the Baltic states. The company generates annual sales of approximately SEK 100 million and has 19 employees.

AB N.O. Rönne
On 1 April, AB N.O. Rönne was acquired in Sweden and joined the Industrial Process business area. N.O. Rönne’s principal operations consist of manufacturing special customised gaskets and seals through punching and cutting. The company generates annual sales of approximately SEK 8 million and has four employees.

Best Seating Systems Walter Tausch GmbH
On 6 May, Best Seating Systems Walter Tausch GmbH was acquired in Austria and joined the Power Solutions business area. The company is a niche player that supplies ergonomic driver’s seats and peripheral components for machines, buses and trains in Central Europe. The company generates annual sales of approximately SEK 23 million and has five employees.

Thiim A/S
On 12 June, Thiim A/S was acquired in Denmark and joined the Automation business area. Thiim A/S develops and delivers components and solutions in industrial communications, customised electronics and electromechanics. The operations focus primarily on the OEM sector, automation and infrastructure. The company generates annual sales of approximately SEK 70 million and has 15 employees.

Profelec Oy
On 3 July, Profelec Oy was acquired in Finland and joined the Energy business area. Profelec is a well-established supplier of professional electronics in Finland and the Baltic states, representing several international brands in the areas of testing and measuring, as well as system components. The company generates annual sales of approximately SEK 6 million and has two employees.

BKC Products Ltd.
On 12 August, BKC Products Ltd. was acquired in the UK and joined the Industrial Process business area. BKC Products mainly supplies products and technical solutions for power transmission and conveyor applications. The company generates annual sales of approximately SEK 12 million and has five employees.

Promector Oy
On 29 August, Promector Oy was acquired in Finland and joined the Automation business area. Promector designs and manufactures unique production line equipment and specialises in the area of pharmaceuticals and diagnostics. The company generates annual sales of approximately SEK 24 million and has 20 employees.

Wireco-NB Oy
On 3 February, Wireco-NB Oy was acquired in Finland and joined the Energy business area. Wireco is a supplier of special cables and cable accessories for industrial and mining applications, mainly in Finland. The company generates annual sales of approximately SEK 23 million and has six employees.

Caligo Industria Oy
On 27 February, Caligo Industria Oy, was acquired in Finland and joined the Industrial Process business area. Caligo develops and supplies flue gas purification and heat recovery systems, primarily for district heating plants and the woodworking industry in the Nordic countries and France. The company generates annual sales of approximately SEK 70 million and has nine employees.

DMC Digital Motor Control GmbH
On 2 March, DMC Digital Motor Control GmbH, was acquired in Germany and joined the Power Solutions business area. DMC designs and manufactures electric motor controllers for battery-powered applications, including electric vehicles. The company generates annual sales of approximately SEK 30 million and has ten employees.

Q-tronic
On 2 March, Q-tronic B.V, was acquired in the Netherlands and joined the Power Solutions business area. Q-tronic provides electrical component solutions and subsystems for electric vehicles, mainly in the Benelux countries. The company generates annual sales of approximately SEK 45 million and has ten employees.

Financial development

NET SALES AND PROFIT
Over the financial year, the net sales of the Addtech Group increased by 16 percent to SEK 11,735 million (10,148). Organic growth amounted to 8 percent and acquired growth amounted to 8 percent, with divestments having a negative effect of 1 percent. Exchange rate changes had a positive effect of 1 percent on net sales, corresponding to SEK 107 million.

EBITA for the financial year amounted to SEK 1,364 million (1,085), representing an increase of 26 percent. The introduction of IFRS 16 affected EBITA positively by SEK 5 million. Over the financial year, operating profit increased by 28 percent to SEK 1,161 million (910) and the operating margin amounted to 9.9 percent (9.0). Net financial items were negative in the amount of SEK 56 million (45) and profit after financial items increased by 28 percent to SEK 1,105 million (865). Profit after tax for the financial year rose by 30 percent to SEK 873 million (672) and the effective tax rate was 21 percent (22). Earnings per share before dilution for the financial year amounted to SEK 12.85 (9.85).

NET SALES AND
EBITA MARGIN

EBITA AND RETURN ON
WORKING CAPITAL, P/WC

 

PROFITABILITY, FINANCIAL POSITION AND CASH FLOW
The return on equity at the end of the financial year was 32 percent (29), and return on capital employed was 21 percent (21).

The return on working capital, P/WC (EBITA in relation to working capital), amounted to 56 percent (53).

At the end of the financial year the equity/assets ratio was 36 percent (36). The application of IFRS 16 had a negative effect, with total assets increasing by SEK 624 million. Equity per share, excluding non-controlling interests, amounted to SEK 44.95 (36.80). Consolidated net debt at the end of the year amounted to SEK 2,253 million (1,700), excluding pension liabilities of SEK 332 million (260), including lease liabilities of SEK 627 million from the application of IFRS 16.

The net debt/equity ratio, calculated on the basis of net debt excluding pension provisions but including lease liabilities in accordance with IFRS 16, amounted to 0.7 (0.7).

Cash and cash equivalents, consisting of cash and bank balances together with approved but non-utilised credit facilities, amounted to a combined SEK 2,407 million (566) at 31 March 2020. Before the end of the financial year, additional credits totalling SEK 1,500 million were granted. These became available on 31 March 2020, at which time SEK 200 million was also repaid. As a result, Addtech had a total credit framework of SEK 3,800 million as of 31 March 2020.

Cash flow from operating activities amounted to SEK 1,117 million (524) during the financial year. The application of IFRS 16 resulted in increased cash flow of SEK 154 million from operating activities, while cash flow from financing activities decreased by the corresponding amount since, as a result of the introduction of IFRS 16, the amortisation portion of the leasing fees is recognised as a disbursement in the financing activities. Company acquisitions and disposals, including settlement of contingent purchase considerations for acquisitions implemented in previous years, amounted to SEK 430 million (645). Investments in non-current assets totalled SEK 109 million (94) and disposals of non-current assets amounted to SEK 6 million (12). Dividends from associated companies amounted to SEK 1 million (2). Repurchases of treasury shares amounted to SEK 42 million (38) and repurchases of call options amounted to SEK 23 million (11). Exercised and issued call options totalled SEK 39 million (33). Dividends paid to shareholders of the Parent Company totalled SEK 336 million (269), corresponding to SEK 5.00 (4.00) per share. The dividends were paid out in the second quarter.

Risks and uncertainties

Business operations are always associated with risk. Addtech’s profit and financial position, as well as its strategic position, are affected by various internal factors within Addtech’s control and a number of external factors where opportunities to affect the course of events are limited. Effective risk assessment unites Addtech’s business opportunities and performance with the demands of shareholders and other stakeholders for stable longterm value growth and control. When assessing the future development of Addtech it is therefore important to consider not only the opportunities for positive development, but also the various risks in the operations. Naturally, not all risk factors can be described in this section, for which reason an overall assessment must also include other information in the annual report, as well as a general assessment of external circumstances.

Addtech works with risk management on both a strategic and operational level. Risk management involves identifying and measuring risks and preventing them from occurring, as well as continually making improvements to mitigate future risks. The Addtech Group has guidelines and policies to identify deviations that could develop into risks. The level of risk in the operations is followed up systematically at Board meetings and in monthly reports, in which deviations or risks are identified and remedied. The risk factors of greatest significance to Addtech are the economic situation, or other events affecting the economy, such as the worldwide COVID-19 pandemic, in combination with structural changes and the competitive situation. Addtech is also affected by financial risks, such as transaction exposure, translation exposure, financing and interest rate risk, as well as credit and counterparty risk. See Note 3 for a more detailed description of how Addtech manages financial risks.

The risk of being exposed to various types of IT incidents, that is, the risk that critical data or one or more of the IT systems used is somehow rendered unusable or locked, fails or is destroyed, has greatly increased in recent times. During the year, Addtech was subject to a cyberattack that brought to light the importance of having a detailed IT strategy with a relevant level of security. Following the cyberattack in October, a survey has been conducted of the Group’s operational IT risks and a new IT strategy is being implemented.

RISK/DESCRIPTION ADDTECH’S RISK MANAGEMENT
Economy and market  
Demand for Addtech’s products and services is greatly influenced by macroeconomic factors beyond Addtech’s control, such as growth and investment appetite in the manufacturing industry, the state of the economy in general and conditions in the global capital market. A weakening of these factors in the markets in which Addtech operates could have adverse effects on its financial position and earnings. With a large number of subsidiaries focusing on different niche markets and add-on sales of technical service, support and consumables, Addtech may be less sensitive to economic fluctuations in individual industries, sectors and geographical regions. Addtech also strives continuously to develop businesses that are less dependent on a specific market and to align expenses with specific conditions.
Structural changes  
Globalisation, digitalisation and rapid technological development drive structural change among customers. Developments may increase demand for Addtech’s advanced services but can also result in Addtech’s customers disappearing through mergers, closures and relocations, to low-cost countries for example. Addtech’s clear and unique added value services with their high technology content, specialisation in advanced technical advisory services, outstanding service and strong presence in niche markets offset price competition, Addtech’s competitiveness also enables the Company to deliver beyond its immediate geographical region. Combined with the fact that no customer accounts for more than 2 percent of consolidated sales, the Group’s exposure to a large number of sectors constitutes a certain degree of protection against adverse impacts on earnings.
Competition  
Most of Addtech’s subsidiaries operate in sectors that are vulnerable to competition. In addition, consolidation may occur among suppliers in the sector, and larger merged suppliers may have a broader offering, which could result in pressure on prices. Future competitive opportunities for the subsidiaries will depend on their ability to be at the leading edge of technology and to respond quickly to new market needs. Increased competition or a decline in the ability of a subsidiary to meet new market needs could have a negative impact on Addtech’s financial position and earnings. Addtech strives to offer products and services for which price is not the sole deciding factor. By working closely with both suppliers and customers, we are continuously developing our know-how and competitiveness. We add value in the form of wide-ranging technological knowledge, reliability of de-livery, service and availability, limiting the risk of customers decreasing their demand. To reduce the risk of competition from suppliers, Addtech focuses continuously on ensuring that collaboration with the Group is the most profitable sales strategy.
Environment  
Changed environmental legislation could affect product sales, goods transports and the way in which our customers use the products. An inability to meet customers’ increased environmental requirements can affect sales. There is also a risk that the corporate ID number of a Group subsidiary could entail a historical liability for the company under the Swedish Environmental Code. Addtech’s subsidiaries are primarily engaged in commerce and operations with limited direct environmental impact. The Group conducts limited production. The Group monitors operations and environmental risks through its sustainability reporting and all companies comply with the Group’s Code of Conduct. In conjunction with acquisitions, Addtech con-ducts an analysis of the potential target’s corporate ID number to counter the risk of being held liable for historical environmental issues.
Ability to recruit and retain staff  
Addtech’s continued success depends on being able to retain experienced employees with specific skills and to recruit skilled new people. There are a number of key individuals, both among senior executives and among the Group’s employees in general. There is a risk exists that one or several senior executives or other key individuals could leave the Group at short notice, for reasons of stress, working environment or development opportunities, for example. In the event that Addtech fails to recruit suitable replacements, or to find skilled new key individuals in the future, this could have a negative impact on Addtech’s financial position and earnings. Addtech prioritises building favourable conditions for employees to develop within the Group and to enjoy their work. The Group’s acquisition strategy includes ensuring that key individuals in the companies are highly motivated to continue running their companies independently within the Group. The Addtech Business School is aimed at both new employees and senior executives and serves to increase internal knowledge transfer, promote personal development among employees and develop the corporate culture. The Group’s regular employee surveys serve to ascertain how employees view their employers and their work situation, and what might be improved and developed.
Acquisitions and goodwill  
Historically, Addtech has, for the most part, grown through acquisitions. Strategic acquisitions will continue to represent an important part of our growth. However, there is a risk that Addtech will not be able to identify suitable objects for acquisition due, for example, to competition with other buyers. Expenses attributable to acquisitions may also be higher than expected, and positive impacts on earnings may take longer to realise than expected. The risk of goodwill impairment arises when a business unit under-per-forms in relation to the assumptions that applied at the time of valuation, and any impairment may adversely affect the Group’s financial position and earnings. Further risks associated with acquisitions include integration risks and exposure to unknown commitments. Addtech has many years of solid experience in acquiring and pricing companies. All potential acquisition targets and their operations are examined carefully before implementing the acquisition. There are well-established procedures and structures for pricing and implementing the acquisition, as well as for integrating the acquired companies. In the agreements, an effort is made to obtain the necessary guarantees limiting the risk of unknown liabilities. The large number of companies acquired entails a significant distribution of risk.
Financial risks  
The Group is exposed to various financial risks. Currency risk is the risk of exchange rates having an adverse impact on Addtech’s financial position and earnings. Transaction exposure is the risk that arises because the Group has incoming and outgoing payments based on payment flows in foreign currencies. Translation exposure arises because the Group, through its subsidiaries, has net investments in foreign currencies. The Group is also exposed to financial risk, that is, the risk that financing of the Group’s capital requirements is made more difficult or ex-pensive. Interest rate risk is the risk that unfavourable changes in interest rates have an adverse impact on Addtech’s financial position and earnings. Addtech strives for structured and efficient management of the financial risks that arise in its operations, in accordance with the financial policy adopted by the Board of Directors. The financial policy expresses the ambition of identifying, minimising and controlling financial risks, and establishes responsibility for managing how such risks are to be delegated within the organisation. The aim is to minimise the impact of financial risks on earnings. See Note 3 for a more detailed description of how Addtech manages financial risks.
Suppliers and customers  
To deliver products, Addtech is dependent on the ability of external suppliers to fulfil agreements in terms of volume, quality, delivery date, etc. Deliveries that are erroneous or delayed, or that do not occur, may have an adverse impact on Addtech’s financial position and earnings. Addtech’s reputation is also dependent on its suppliers’ ability to maintain a high level of business ethics, in terms of, for example, human rights, working conditions and the environment. Agreements with customers vary, for example in terms of contract length, warranties and limitations of liability. In some supplier relationships there are no written supplier agreements, which could result in legal uncertainty regarding the content of the agreement. Addtech’s numerous and favourable relationships with carefully selected suppliers reduce the risk of Addtech not being able to deliver as promised. To ensure that the Group’s high standards in terms of business ethics are maintained, all suppliers are also required to observe Addtech’s Code of Conduct for Suppliers. Most of the companies also perform specific supplier reviews. In a longer-term perspective, Addtech is not dependent on any individual supplier or customer. Addtech’s largest customer accounts for about 3.5 percent of consolidated net sales.
Organisation  
Addtech’s decentralised organisation is based on subsidiaries bearing extensive local responsibility for their operations. This imposes high standards on financial reporting and monitoring, with shortcomings in this regard potentially leading to inadequate control of the operations. Addtech controls its subsidiaries through active board participation, Group-wide policies, financial targets and instructions regarding financial reporting. By being an active owner and monitoring the development of the subsidiaries, risks can quickly be identified and addressed in accordance with the Group’s internal guidelines.
Seasonal effects  
There is a risk that Addtech’s operations, earnings and cash flow could be affected by strong seasonal effects driven by customer demand. No significant seasonal effects are associated with Addtech’s sales of high-tech products and solutions to companies in the manufacturing and infrastructure sectors. However, the number of production days, custom-er demand and the willingness to invest may vary from one quarter to another.
Business ethics and human rights  
Addtech’s continued success is strongly dependent on our good reputation and business ethics. Human rights violations in the Group’s own operations or those of its suppliers would have a negative impact on the Group’s reputation among employees, customers and other stakeholders and influence demand for the Group’s products. Internally, the Group works with business ethics through initiatives including the Business School and compliance with anti-corruption and human rights regulations is reviewed annually. Addtech’s many favourable relationships with carefully selected suppliers reduce the risk of human rights violations occurring among our suppliers. To ensure that the Group’s high standards in terms of business ethics are maintained, all suppliers are also required to observe Addtech’s Code of Conduct for Suppliers and specific supplier audits are conducted.
IT security and cyber risks  
Throughout society, the digital risks are continuously rising Like most companies, Addtech and its subsidiaries rely on various information systems and other technologies to manage and develop their operations. Unplanned outages and cyber security incidents, such as data breaches, viruses, sabotage and other cyber crimes, can result in both loss of revenue and loss of reputation. IT events or cyber incidents among third parties, including suppliers or customers, can affect Addtech’s capacity to deliver products and services and to generate profits. To safeguard stable IT environments and prevent incidents, Addtech conducts regular risk assessments, as well as maintaining and reviewing IT security at both the Group and subsidiary levels. The major cyberattack that Addtech suffered at the end of 2019 served as key lessons regarding the Group’s capacity to systematically identify, analyse and assess IT risks. By maintaining access to both internal and external resources it is possible to cut the time needed to respond to and rectify unplanned IT disruptions. Addtech also engages external cyber security experts to ensure that the level of security is continuously adjusted and updated on the basis of prevailing threat scenarios and customers’ increasing cyber security demands.

EMPLOYEES AND DEVELOPMENT

EMPLOYEES
At the end of the financial year, the Group had 2,981 employees, compared with 2,759 at the beginning of the financial year. During the financial year, completed acquisitions increased the number of employees by 170. Over the past 12-month period, there were an average 2,913 employees.

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2019/2020 2018/2019 2017/2018
Average number of employees 2,913 2,590 2,283
Proportion of men 74% 74% 74%
Proportion of women 26% 26% 26%
Age distribution up to 29 years old 11% 11% 10%
30-49 years 48% 48% 50%
50 and older 41% 41% 40%
Average age 45 år 45 år 46 år
Personnel turnover 10% 12% 12%
Average length of employment cirka 9 år cirka 9 år cirka 10 år

RESEARCH AND DEVELOPMENT
The Addtech Group conducts limited research and development. The Group’s business model includes continuous dialogue with and feedback to the Group’s suppliers, who conduct most of the research and development relevant to the Group’s product range.

Principles for remuneration of senior executives

The Board of Directors has resolved to propose that the Annual General Meeting in August 2020 approve new guidelines for the remuneration of senior executives:

The guidelines shall apply to remunerations agreed after the 2020 Annual General Meeting and to changes after that time to previously agreed remunerations. The guidelines do not cover remunerations determined by the Annual General Meeting. For employment relationships subject to non-Swedish regulations, appropriate adjustments may be made regarding pension benefits and other benefits to comply with mandatory regulations or established local practices and to satisfy, as far as possible, the overall intention of those guidelines.

The guidelines shall apply to the remuneration of the CEO and other members of Addtech’s Group Management. The guidelines also apply to Board members to the extent that they receive remuneration for services rendered to the company beyond their Board assignments. Where appropriate, the provisions applicable to the company also apply for the Group.

How the guidelines foster the company’s business strategy, long-term interests and sustainability
Successfully implementing the company’s business strategy and advancing its long-term interests, including its sustainability, require Addtech to recruit and retain qualified employees. This requires the company to be able to offer competitive overall compensation, which these guidelines allow. Overall remuneration shall be market-based and competitive and shall be set in relation to responsibilities and powers.

The forms of compensation, etc.
Remuneration shall be market-based and include the following components: fixed salary, any variable salary under separate agreements, pensions and other benefits. In addition, the Annual General Meeting may, independently of these guidelines, determine share and share price-related remunerations.

Fixed salary
Fixed salary shall consist of fixed cash salary and shall be reviewed annually. The fixed salary shall be competitive and reflect the requirements of the position in terms of expertise, responsibility, complexity and the manner in which the position contributes to the achievement of business objectives. The fixed salary shall also reflect the executive’s performance and should therefore be specific to each individual and differentiated.

Variable salary
In addition to fixed salary, the CEO and other senior executives may from time to time and in accordance with separate agreements, receive variable salary on meeting pre-agreed criteria. Any variable salary shall consist of annual cash salary and may not exceed 40 percent of fixed annual salary. In addition, an additional premium of 20 percent may be paid on variable salary used by the executive to acquire shares in Addtech AB.

To avoid unhealthy risk-taking, there should be a fundamental balance between fixed and variable remuneration. Fixed salary shall account for a sufficient portion of the senior executive’s total remuneration to allow the variable portion to be reduced to zero. Variable salary shall be tied to one or more predetermined and measurable financial criteria established by the Board of Directors, such as the Group’s earnings growth, profitability and cash flow. By linking the remuneration of senior executives to the company’s results, variable remunerations promote the implementation of the company’s business strategy, long-term value creation and competitiveness. The terms and calculation bases for variable salary are to be determined for each financial year. Compliance with variable salary payment criteria shall be measurable over a period of one financial year. Variable salary is settled in the year after which it was earned.

At the end of the measurement period for compliance with variable salary criteria, the extent to which the criteria have been shall be assessed. The Board of Directors is responsible for the assessment of variable cash remuneration for the CEO. The CEO is responsible for the assessment of variable cash remunerations to other senior executives. Where financial targets are applied, the assessment shall be based on the financial information most recently published by the company.

The terms for variable salary may be designed such that, under exceptional economic circumstances, the Board of Directors retains the option of limiting variable salary or refraining from paying it if such a measure is deemed reasonable. In designing variable remunerations for senior management, the Board of Directors shall consider introducing reservations that (i) condition the payment of certain portions of such remuneration to the services on which the vesting is based proving sustainable over time, and (ii) allow the company to recover any such remuneration disbursed based on information subsequently proven to be manifestly incorrect.

Additional variable cash compensation may be paid under extraordinary circumstances, provided that such extraordinary arrangements are limited in time and are made only at the individual level, for the purpose of either recruiting or retaining executives, or as compensation for services rendered beyond the ordinary duties of the individual. Such remuneration may not exceed an amount equal to 40 percent of fixed annual salary and shall not be paid more than once a year and per individual. Such remunerations shall be approved by the Board of Directors following a proposal by the Remuneration Committee.

Pension
For the CEO and other senior executives, pension benefits are paid in accordance with individual agreements. As a general rule, pension benefits, including health insurance, shall take the form of defined-contribution solutions, the amount of pension disbursed being determined by the outcome of the pension insurance policies taken out. Defined-benefit pension solutions may occur in individual cases, however. Variable salary can be pensionable. Premiums for defined-contribution pension solutions shall not exceed 40 percent of pensionable salary. Pensionable salary corresponds to fixed monthly salary multiplied by a factor of 12,2 and, where appropriate, variable salary. Wage waivers can be used to enhance occupational pension by means of individually determined pension provisions, provided that the total cost to the company is rendered neutral.

Other benefits
Other benefits, potentially including a company car, travel benefits, supplementary health and care insurance, as well as occupational health and wellness allowances, shall be market-based and constitute only a limited part of the total remuneration. Premiums and other costs related to such benefits may total at most 10 percent of fixed annual salary.

Terms and conditions of termination
All senior executives must observe a notice period of six months. In the event of termination by the company, a notice period of at most 12 months shall apply. In the event of termination by the company, senior executives may (in addition to salary and other employment benefits during the period of notice) be entitled to severance pay equal to at most 12 months’ fixed salary. This severance pay is not offset against other income. No severance pay shall be paid in the event of resignation by the employee.

In addition to severance pay, compensation for any restriction of competition may be paid. Such compensation shall compensate for any loss of income and shall be paid only to the extent that the former executive is not entitled to severance pay. This compensation shall be based on the fixed salary at the time of dismissal and shall not exceed 60 percent of the fixed salary at the time of termination (subject to mandatory collective agreement provisions) and shall be paid for the period of the commitment to restrict competition, which shall not extend beyond 12 months after the termination of employment.

Remuneration of Board members
In specific cases, it shall be possible, for a limited period of time, to pay elected members of Addtech’s Board of Directors for work within their respective areas of expertise that does not constitute Board work. Market-based fees shall be payable for such work (including services performed through a company wholly owned by the Board member), provided that such work contributes to the implementation of Addtech’s business strategy and the safeguarding of the company’s long-term interests, including its sustainability. Such consultancy fees may never exceed the annual Board fee paid to each Board member.

Salary and conditions of employment for employees
In preparing the Board’s proposal for these remuneration guidelines, the remuneration and conditions of employment of the company’s employees have been considered. This has been done by including information on employees’ overall remuneration, the components of that remuneration, as well as increases in remuneration and the rates of increase over time, in the decision-making processes of the Remuneration Committee and Board of Directors in assessing the fairness of the guidelines and the limitations they impose.

Preparation and decision-making process
The Board of Directors has resolved to establish a Remuneration Committee. The Committee’s tasks include preparing principles for the remuneration of senior executives and the proposed guidelines for the remuneration of senior executives approved by the Board of Directors. The Board of Directors shall draw up proposals for new guidelines at least every four years and submit its proposals for adoption by the Annual General Meeting. The guidelines shall apply until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programmes for variable remunerations for senior executives, the application of guidelines for the remuneration of senior executives and current remuneration structures and levels within the company. Remunerations for the CEO shall be determined by the Board of Directors following preparation and recommendation by the Remuneration Committee within a framework of approved principles. Following proposals by the CEO, the Remuneration Committee determines remunerations for other members of Group Management. The Board of Directors is informed of the Remuneration Committee’s decisions. The Board of Directors does not address or determine matters of remuneration not involving the CEO or other senior executives, to the extent that they are affected by such matters.

Share-based incentive programmes determined by the Annual General Meeting
Each year, the Board of Directors shall assess the need for share-based incentive programmes and, if necessary, submit proposals for resolution by the Annual General Meeting. Decisions on possible share and share price-related incentive programmes aimed at senior executives shall be made by the Annual General Meeting and shall contribute to long-term value growth.

Departure from the guidelines
In individual cases and where there are specific reasons for doing so, and where a deviation is necessary to satisfy the company’s long-term interests (including its sustainability) or to safeguard the company’s financial viability, the Board of Directors may decide to partially or entirely waive these guidelines. As stated above, the Remuneration Committee’s is tasked with preparing decisions by the Board of Directors on matters of remuneration, including decisions on deviations from the guidelines. Decisions on deviations from the guidelines shall be presented at the ensuing Annual General Meeting. For further information on remuneration to senior executives, see also Note 6 Employees and personnel expenses.

Dividend

Addtech’s dividend policy is to propose a dividend that exceeds 30 percent of average Group profit after tax over a business cycle. In proposing a dividend, the Group’s equity, long-term financing and investment needs, growth plans and other factors are taken into account that the Company’s Board of Directors consider important.

The Board of Directors has resolved to propose dividend of SEK 4.00 (5.00) per share to the Annual General Meeting in August 2020. The dividend corresponds to a total of SEK 269 million (336), corresponding to a payout ratio of 31 (51) percent.

Parent Company

The operations of the Parent Company, Addtech AB, include Group Management and the Group’s reporting and financial management staff units.

The Parent Company’s net sales for the financial year amounted to SEK 71 million (62) and its loss after financial items was SEK 41 million (16). Net investments in non-current assets were SEK 0 million (0). The Parent Company’s net financial liabilities were SEK 341 million (175) at the end of the year.

Future prospects and events after the reporting period

FUTURE PROSPECTS
Addtech operates in an international technology trading market in which demand is largely influenced by macroeconomic factors. Group companies operate in different but carefully selected niches, resulting in a smoothing effect between sectors, geographical markets and customer segments. Our independent companies work continuously to adapt to changes based on their markets and competitive situation.

Historically, Addtech’s continuous pursuit of profit growth, profitability (P/WC) and development have provided favourable average value growth. Our cash flow and financial position form a stable foundation for continued long-term profitable growth based on the same business concept.

We have a favourable underlying momentum in the Group, with good positions in structurally driven areas of development, such as energy conversion and electrification. In times of crisis, companies with stable business models and strong financial circumstances are able to benefit from new opportunities that arise. For this reason, it is important that we continue to focus on our long-term objectives.

As reported under the section Risks and uncertainties above (Pages 42-43), risks for various types of IT incidents have increased recently. The outbreak of the COVID-19 pandemic in the first quarter of 2020 also has a significant impact on the business, see further details under Events following the close of the financial year below.

The risk and uncertainty factors are otherwise the same as in earlier periods. The Parent Company is indirectly affected by the above risks and uncertainties through its function in the Group.

EVENTS FOLLOWING THE CLOSE OF THE FINANCIAL YEAR
The COVID-19 pandemic that erupted during the fourth quarter of the financial year had initially limited impact on the Group’s operations. Addtech continues to follow the recommendations of the relevant authorities and takes relevant health precautions to protect staff and reduce the spread of infection in society. The pandemic affects the entire world market and will also affect Addtech in the coming financial year. There are challenges in the supply chain and uncertainties exist about our customers’ ability to keep their businesses running at full capacity. We prepare and take measures on an ongoing basis to be able to act quickly and meet a decrease in sales. All companies in the Group have prepared action plans and cost-cutting programs ready to be executed to protect earnings, liquidity and cash flow.

At the time of writing, approximately 120 of the Group’s total approximately 3,000 employees have been notified of redundancy and a further 800 employees are affected by short-term lay-offs. Sales in the first quarter of 2020/2021 is estimated to have been negatively affected by approximately 7 percent compared to sales in the first quarter previous year due to the current pandemic. Sales for the first quarter totaled SEK 2,805 million (2,934), a decrease of 4 percent of which 7 percent organically, with an operating margin of 8.7 percent (10.0).

On 1 April, Elkome Group Oy was acquired in Finland and joined the Automation business area. Elkome develops, integrates and delivers solutions for applications in industrial IoT, primarily targeting industrial production, smart solutions for sustainable cities and infrastructure. Solutions include customised computer systems, info kiosks, test systems, software, sensors and industrial communications. The company generates annual sales of approximately EUR 8 million and has 38 employees.

On 2 April, Peter Andersson AB was acquired in Sweden and joined the Energy business area. Andersson System provides electrical accessories for office and kitchen environments in Sweden and Norway, both as trade products and as products developed in-house. These products are sold via retailers in office furniture, office equipment, AV equipment, computer accessories and kitchen fittings. The company generates annual sales of approximately SEK 30 million and has nine employees. On 8 April, the company Valutec Group AB was acquired in Sweden and joined the Industrial Process business area. Valutec is one of the world’s leading manufacturers of wood dryers for the forest industry. The company generates annual sales of approximately SEK 350 million and has 45 employees.

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Proposed allocation of earnings 2019/2020
The following amounts are at the disposal of the Annual General Meeting of Addtech AB: 2019/2020
Retained earnings SEK 228 million
Profit for the year SEK 209 million
TOTAL SEK 437 million
The Board of Directors and the CEO propose that the funds available be allocated as follows:
That a dividend of SEK 4.00 per share be paid to shareholders* SEK 269 million
To be carried forward SEK 168 million
TOTAL SEK 437 million
* Calculated based on the number of shares outstanding at 30 June 2020. The total dividend payout may change if the number of repurchased treasury shares changes prior to the proposed dividend record date of 1 September 2020.