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About This Report .................................................................................................................................... | |
Avantium at a Glance ................................................................................................ | |
Company Highlights 2022 ..................................................................................................................... | |
Key Financials 2022 ................................................................................................................................ | |
Key Events 2022 ...................................................................................................................................... | |
Message from the CEO ........................................................................................................................... | |
Who We Are ............................................................................................................................................. | |
Our Business Units .................................................................................................................................. | |
Our Technologies ..................................................................................................................................... | |
Management Report ................................................................................................. | |
How We Create Value ............................................................................................................................ | |
Value Creation Model .............................................................................................................................. | |
The World Around Us ............................................................................................................................. | |
Stakeholders and Materiality ................................................................................................................ | |
Our Strategy .............................................................................................................................................. | |
Value We Created in 2022 .................................................................................................................... | |
Financial Performance in 2022 (including Going Concern) ............................................................ | |
Investor Relations and Share Performance ....................................................................................... | |
Risk and Opportunity Management ..................................................................................................... |
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Governance ................................................................................................................ | |
Management Team ................................................................................................................................. | |
Supervisory Board ................................................................................................................................... | |
Report of the Supervisory Board .......................................................................................................... | |
Remuneration Report 2022 ................................................................................................................... | |
Corporate Governance ........................................................................................................................... | |
Financial Statements 2022 ...................................................................................... | |
Other information ..................................................................................................... | |
Articles of Association Governing Appropriation of Profit .............................................................. | |
Independent Auditor’s Report ............................................................................................................... | |
Sustainability Statements ........................................................................................ | 176 |
Sustainability Strategy ........................................................................................................................... | 177 |
Sustainability Governance ..................................................................................................................... | 177 |
Boundaries ................................................................................................................................................ | 177 |
Scope .......................................................................................................................................................... | 177 |
References ................................................................................................................................................. | 181 |
Supplementary Information .................................................................................... | |
GRI Content Index .................................................................................................................................... | |
Glossary ..................................................................................................................................................... |
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(€1,000) | 2022 | 2021 | % change | ||
Revenues | 17,826 | 10,917 | 63% | ||
Other income from government grants | 7,626 | 6,686 | 14% | ||
Net operating expenses | (43,138) | (33,687) | 28% | ||
EBITDA | (17,687) | (16,084) | 10% | ||
Depreciation, amortisation and impairment charge | (8,578) | (7,837) | 9% | ||
Finance costs - net | (2,448) | (495) | 394% | ||
Loss for the financial year | (31,554) | (24,416) | 29% | ||
Cash flow from operating activities | 30,150 | 11,806 | 155% | ||
Cash flow from investing activities | (23,399) | (3,932) | 495% | ||
Cash flow from financing activities | 54,762 | 24,830 | 121% | ||
Net cash flow | 29,959 | 8,288 | 261% | ||
Cash position | 64,870 | 34,911 | 86% | ||
Segment revenues | |||||
R&D Solutions | 11,301 | 10,029 | 13% | ||
Renewable Chemistries | 100 | 500 | -80% | ||
Renewable Polymers | 6,056 | 388 | 1461% | ||
Support | 369 | — | 100% | ||
Total segment revenue | 17,826 | 10,917 | 63% | ||
Other income from government grants | |||||
R&D Solutions | 279 | 279 | —% | ||
Renewable Chemistries | 3,536 | 3,610 | -2% | ||
Renewable Polymers | 3,660 | 2,683 | 36% | ||
Support | 150 | 114 | 32% | ||
Total segment other income | 7,626 | 6,686 | 14% |
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in kg | 2022 | |||
Amount | % | |||
Amsterdam (Zekeringstraat and Science Park) | ||||
Incineration | 6,084 | 52% | ||
Incineration with energy recovery | 3,335 | 28% | ||
Re-use or recycling | 2,300 | 20% | ||
Total Amsterdam | 11,719 | |||
Pilot plant Geleen | ||||
Incineration with energy recovery | 74,377 | 93% | ||
Re-use or recycling | 5,766 | 7% | ||
Total Geleen | 80,143 | |||
Pilot plants Delfzijl | ||||
Incineration with energy recovery | 32,474 | 100% | ||
Re-use or recycling | 0 | —% | ||
Total Delfzijl | 32,474 | |||
Total hazardous waste | 124,336 | |||
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in kg | 2022 | |||
Amount | % | |||
Incineration with energy recovery | 10,389 | 39% | ||
Re-use or recycling | 16,172 | 61% | ||
Total Amsterdam | 26,561 | |||
Pilot plant Geleen | ||||
Incineration with energy recovery | 2,141 | 82% | ||
Re-use or recycling | 459 | 18% | ||
Total Geleen | 2,600 | |||
Pilot plants Delfzijl | ||||
Incineration with energy recovery | 13,000 | 74% | ||
Re-use or recycling | 4,500 | 26% | ||
Total Delfzijl | 17,500 | |||
Total non-hazardous waste | 46,661 | |||
2022 | ||||
Usage in kg | CO2 emissions in tonnes | |||
Scope 1 (direct emissions) | ||||
Amsterdam Zekeringstraat | 0 | 0 | ||
Amsterdam Science Park | 0 | 0 | ||
Geleen Pilot Plant | n/a | 0.436 | ||
CO2 | n/a | 0.326 | ||
VOC | n/a | 0.110 | ||
Delfzijl Pilot Plant | 0 | 0 | ||
Delfzijl Flagship Plant | 0 | 0 | ||
Total Scope 1 | 0 | 0.436 | ||
2022 | ||||
Usage in kg | CO2 emissions in tonnes | |||
Scope 2 (indirect emissions) | ||||
Amsterdam Zekeringstraat | ||||
Electricity – fossil (MWh) | 0 | 0 | ||
Sustainable electricity (MWh) | 1,552 | 0 | ||
Gas for heating (m3) | 68,638 | 136 | ||
District heating (Gj) | 0 | 0 | ||
Total Amsterdam Zekeringstraat | 136 | |||
Geleen Pilot Plant | ||||
Steam (GJ) | 1146 | 71 | ||
Electricity – fossil (MWh) | 0 | 0 | ||
Sustainable electricity (MWh) | 1,090 | 0 | ||
Gas for heating (m3) | 0 | 0 | ||
District heating (Gj) | 0 | 0 | ||
Total Geleen Pilot plant | 71 | |||
Delfzijl Pilot Plant | ||||
Steam (GJ) | 770 | 152 | ||
Electricity – fossil (MWh) | 446 | 289 | ||
Sustainable electricity (MWh) | 0 | 0 | ||
Gas for heating (m3) | 0 | 0 | ||
District heating (Gj) | 0 | 0 | ||
Total Delfzijl Pilot Plant | 442 | |||
Total Scope 2 | 649 | |||
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Manage- ment Team | Leadership positions | ||||
Female | 17% | 41% | 26% | ||
Male | 83% | 59% | 74% | ||
<30 years old | —% | —% | 12% | ||
30–50 years old | —% | 41% | 56% | ||
>50 years old | 100% | 59% | 31% | ||
Dutch | 100% | 77% | 77% | ||
Non-Dutch | —% | 23% | 23% |
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Activity | Description of activity | # engaged | ||
Open days | Large-scale events during which organisations open their doors to students (e.g., National Weekend of Science, Chemelot Open Day, Chemie Park Delfzijl Open Day) | 3,093 | ||
Programmes with industry organisations and subject matter organisations | Wij Zijn Chemie ('We Are Chemistry') campaign by Centre for Youth Communication Chemistry (C3) and the Royal Association of the Dutch Chemical Industry (VNCI) where chemical industry employees provide (online) guest lectures in education | 89 | ||
Social media including Avantium's website | Student-related posts on social media, videos and views of website pages | Website: 449 Videos: 1,071 LinkedIn: 12,344 Twitter: 311 | ||
Guest lectures | Avantium employees speak at a school or university | 321 | ||
Site visits to Avantium offices and plants | Visits as part of a course, where students and teachers receive a lecture and tour of the laboratories or Pilot Plant | 62 | ||
Interns | Students do their internship at Avantium | 18 |
Activity | Description of activity | # engaged | ||
RDS units | Units are manufactured and installed by Avantium R&D Solutions at universities for educational purposes | 42 | ||
Other | Seminars, webinars, school projects, etc. | 126 |
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Stakeholder | Form and frequency of dialogue | Topics discussed | Effect of dialogue on Avantium | ||
Employees | •Social intranet (YIP) •Company meetings with all employees (every two months or when appropriate) •Leadership Team meetings (every two months or when appropriate) •Business unit town hall meetings (every two months or when appropriate) •Performance reviews (twice a year) •Training and development programmes (when appropriate) •Works Council (at least every two months or when appropriate) •Onboarding programme for new employees (when appropriate) | •Strategy •Business highlights and performance •Health and safety •Human Resources-related topics, including vitality •Diversity and inclusion •Training and development | With a continuous and open dialogue, we aim to help our employees embrace our values and familiarise themselves with our strategy and mission. We celebrate our successes and share our challenges and setbacks. We believe employee engagement is key to Avantium’s business, and that our success is built on the commitment, ambition and expertise of our people. | ||
(Prospective) Partners and customers | •Business meetings and site visits, joint (research) projects and business development (when appropriate) •Phone and video calls, email exchanges and virtual tours by commercial or technical teams (daily) •Conferences, symposia and special events (when appropriate) | •Technologies, lead products and services •Business development and innovation •Customer support and quality •Technology licences •Environmental, social and governance (ESG) targets (e.g., circular business models, carbon footprint) | An integral part of Avantium’s strategy and our commercialisation roadmap is close collaboration with strong partners and customers throughout the entire value chain. We work with companies who share our values and want to build a better world for future generations. This helps us develop innovative solutions that deliver sustainability benefits to customers and beyond. | ||
Shareholders | •Direct interaction with Investor Relations, CEO or CFO in (video and audio) calls, email exchanges, site visits (daily) •Annual General Meeting (annually) •Extraordinary General Meeting (when appropriate) •Capital Markets Day (Technology & Markets Day/Retail Investors Day) (annually or when appropriate) •Annual or half-year results presentation and press release (bi- annually) •Investor conferences and roadshows (when appropriate) | •Strategy, business activities and performance •Financial results •Funding options •Market outlook •Company roadmap and technology portfolio •Lead products and end-market •ESG performance •Board composition and remuneration | This group consist of current shareholders, potential investors and financial analysts. We aim to help them understand the (long-term) investment opportunities Avantium offers. With shareholders, we discuss our strategy and business model, financial performance and outlook, funding strategies and opportunities, as well as our sustainable solutions. |
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Stakeholder | Form and frequency of dialogue | Topics discussed | Effect of dialogue on Avantium | ||
Suppliers and contractors | •Direct interaction via supplier account teams/procurement in calls, email exchanges, virtual meetings (daily) •Site visits at Avantium and/or at the supplier’s office (when appropriate) | •Products and technology •Innovation •Supply chain of renewable feedstock •Supplier performance and risk management •Health and safety •Compliance •Human rights and labour standards •Environmental topics, including biodiversity •IP/information security •Business continuity | We rely heavily on our supplier network. Our suppliers and contractors are integral as partners in the efficient and seamless scale-up of our technologies and in delivering on our customer commitments. We are committed to a responsible and sustainable supply chain, as laid out in our Sustainable Suppliers Code. | ||
Governments and authorities | •(Pro)active dialogue with government, regulators and authorities and municipalities (when appropriate) •Safety and compliance reporting (when appropriate) | •Our technologies and lead products •Strengthening innovation in the industry and society where we operate •Compliance •Safety •Permitting | Avantium takes part in open dialogues with relevant governments and authorities. We have regular meetings with government bodies, authorities and local municipalities to discuss Avantium's business, opportunities and challenges, with the aim of strengthening our license to operate and generally promoting an environment conducive to investment and development, as well as to mitigate regulatory and political risk. | ||
Society | Industry associations •Member conferences, regular meetings, round tables of relevant industry associations (when appropriate) Community, universities, media, NGOs and other •www.avantium.com (continuously) •Avantium's social media channels (continuously/when appropriate) •Press releases, interviews, engagement calls/meetings (when appropriate) •Collaboration with University of Amsterdam (continuously) •Community engagement programmes (when appropriate) •Company visits (when appropriate) | •Our technologies and lead products •Strengthening innovation in the industry, society and where we operate •Compliance •Circular economy •Community engagement •Our people •Exciting the next generation about renewable chemistry •Local developments | We align our business strategy and sustainability goals with the needs of our wider society, beyond our direct value chain. We also engage with students at schools and universities, sharing our expertise and exciting the next generation about sustainable and renewable chemistry. |
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Business unit | Intellectual asset portfolio | Current number of patent families (incl. newly filed patent applications)3 | Newly filed patent applications in 20224 | Newly granted patents in Europe (EPO) or the USA in 2022 | Newly reported inventions in 20225 | ||
Renewable Polymers | YXY Technology | 65 | 6 | 16 | 15 | ||
Renewable Chemistries | Ray Technology | 17 | 3 | 3 | 11 | ||
Renewable Chemistries | Dawn Technology | 9 | 0 | 4 | 0 | ||
Renewable Chemistries | Volta Technology6 | 35 | 1 | 0 | 7 | ||
R&D Solutions | RDS7 | 11 | 0 | 0 | 10 | ||
Corporate Technology | Early stage | 19 | 8 | 1 | 9 | ||
Total | 156 | 18 | 24 | 52 |
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in millions of € | 2022 | 2021 | % change | ||
R&D Solutions | 11.3 | 10.0 | 13% | ||
Renewable Chemistries | 0.1 | 0.5 | -80% | ||
Renewable Polymers | 6.1 | 0.4 | 1461% | ||
Unallocated | 0.4 | 0.0 | 100% | ||
Total revenue | 17.8 | 10.9 | 63% |
in millions of € | 2022 | 2021 | % change | ||
R&D Solutions | 2.3 | 2.7 | -15% | ||
Renewable Chemistries | -3.6 | -2.3 | 57% | ||
Renewable Polymers | -6.9 | -7.1 | -3% | ||
Company overheads/other | -9.5 | -9.4 | 1% | ||
EBITDA | (17.7) | (16.1) | 10% |
in millions of € | 2022 | 2021 | % change | ||
Raw materials and contract costs | (3.8) | (3.0) | 27% | ||
Employee benefit expenses | (23.4) | (19.2) | 22% | ||
Office and housing expenses | (3.1) | (2.0) | 55% | ||
Patent, licence, legal and advisory expenses | (6.8) | (4.3) | 58% | ||
Laboratory expenses | (3.3) | (2.9) | 14% | ||
Advertising and representation expenses | (1.3) | (0.7) | 86% | ||
Other operating expenses | (1.5) | (1.6) | -6% | ||
Net operating expenses | (43.1) | (33.7) | 28% |
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in millions of € | 2022 | 2021 | % change | ||
EBITDA | (17.7) | (16.1) | 10% | ||
Lease payments | (1.9) | (1.7) | 17% | ||
Working capital movement | 17.0 | 3.2 | 431% | ||
Capital expenditures | (43.4) | (5.3) | 725% | ||
Interest and commitment fees from borrowings | (1.5) | — | 100% | ||
Other10 | 1.0 | 1.7 | -44% | ||
Net cash outflow | (46.6) | (18.1) | 157% |
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Bank | Target price | Recommendation | ||
€5.20 | Neutral | |||
Berenberg | €4.40 | Buy | ||
Bryan Garnier | €10.00 | Buy | ||
ING | €10.95 | Buy | ||
Kepler Cheuvreux | €3.95 | Hold | ||
Degroof Petercam | €6.00 | Buy |
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Risk areas | Description of risk areas | Appetite | |
Strategy and Technology | Avantium develops new technologies through R&D projects, which are ‘industry disruptive’. In doing so, Avantium seeks to protect its proprietary technology. We aim to demonstrate scale-up of these technologies from laboratory scale via a Pilot Plant to a Flagship Plant, and subsequently to sell technology licenses. Funding these technologies is inherently risky. | High | |
Operations | Avantium’s operational risk is related to managing its laboratories and offices, starting up and operating its Pilot Plants and building and operating a Flagship Plant. | Low (Safety and Quality) Medium (Scale up technology) | |
Finance and Reporting | Avantium has a conservative financial strategy and strives to ensure that there are no reporting errors. | Low | |
Legal and Compliance | Avantium strives to avoid non-compliance with laws and regulations, which include health and safety regulations, competition law and environmental laws, and aims to limit any liability risk and to avoid fraud and bribery. | Low |
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Risks | Mitigating factors | |||
Financing •Avantium may fail to timely obtain the necessary equity, grants or debt funding, thereby preventing the company from continuing as a going concern, violating loan covenants, as well as preventing the company from executing its strategy, delivering on its commitments and obligations towards partners, lenders and in grant programmes, retaining key employees and meeting payment obligations. Capital markets can be very volatile and it is possible that this will make it difficult for Avantium to complete a successful capital raise at the appropriate and relevant time. •Not meeting certain loan conditions, overspending on capital expenditure and/or operational costs or having major project delays can result in higher funding needs, which can trigger bank guarantees, pledges, sales of assets at depressed prices, capital raises at steep discounts or even bankruptcy. •Avantium may not be able to refinance its loans when due at acceptable rates or may be unable to refinance at all. Failure to refinance can trigger bank guarantees, pledges, sales of assets at depressed prices, capital raises at steep discounts or even bankruptcy. •Avantium may continue to incur financial losses for the foreseeable future and may never achieve or sustain profitability. | •Executing commercial, technical and business plans by strict project management, adequate staffing, project governance and oversight. •Actively managing relationships with all relevant stakeholders, including existing shareholders, potential new investors/partners, financial institutions, customers and licensees. •Managing cash prudently, without jeopardising strategic progress or compromising the safety of employees or the security of the company's technologies and freedom to operate. •Constantly monitoring the national/international grant landscape for new opportunities. Actively monitoring commitments and compliance under grant programmes. •Managing portfolios and prioritising scarce resources. •Maintaining dialogue with banks and prospective investors and actively seeking strategic opportunities to raise new funding, and obtaining the flexibility to raise new equity when market conditions are optimal. | |||
Commercial validation of YXY® Technology •Avantium Renewable Polymers may not be able to commercialise its YXY® Technology through the production and sale of its products FDCA and PEF and may not be able to subsequently execute its licensing strategy. This may be due to a variety of factors, including unforeseen operational challenges for which Avantium Renewable Polymers is unable to develop a workable solution, that may result in significant additional costs or that could even prevent production of FDCA at sufficient volumes, in sufficient quality and in accordance with the planned timelines. | •Actively managing a sales funnel process targeting and engaging potential and future customers. •Implementing a market entrance strategy based on YXY Technology's value propositions in different applications and market segments. In time, when volumes increase and cost price decreases, additional segments become accessible. •Selling licenses for larger, industrial-scale plants. Due to economies of scale, operational excellence and continuous technology development, cost price will decrease further. •Developing a detailed marketing plan for licensing the technology. •Reviewing the commercial strategy and licensing model across the organisation to ensure that market, business and financial assumptions remain valid and robust. |
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Risks | Mitigating factors | |||
Commercialise Ray Technology™ •Avantium Renewable Chemistries may not be able to commercialise its Ray Technology™ through the licensing and subsequent production and sale of plantMEG™ at the right specifications, quality, yields, cost price or volumes. •Technology challenges may delay the commercialisation. | •Optimising Avantium's Ray Technology™ and the production of plantMEG™ in the operating Pilot Plant in Delfzijl, the Netherlands. These activities assist in narrowing down and optimising operational parameters, such as yields and required capital expenditures. •Continuing to apply a strict portfolio management and stage-gate approach, to bring projects from ideation, via proof-of-principle, to a fully developed business case that forms the basis for finding like-minded partners and attracting funding. •Monitoring competitors' technologies and accommodate market entrance strategies for Ray Technology™. •Maintaining Avantium's strong connections with partners in the plantMEG™ value chain to de-risk the sourcing of feedstock, operations, financing and commercialisation of plantMEG™. | |||
Realisation of Ray Technology™ industrial scale factory in Europe •Incorporation of the joint venture may be delayed by factors outside Avantium's control. These factors could include items impacting the business case, such as a continued volatile geopolitical environment driving up energy and feedstock prices and inflation. •Incorporation of the joint venture may be delayed by factors outside Avantium's control. These factors could include items impacting the business case, such as a continued volatile geopolitical environment driving up energy prices and inflation. •Due to financing (grant and equity), setup of the joint venture or obtaining insufficient offtake agreements, the Ray Technology™ industrial scale factory may not be built. •A delay in the timeline of setting up the joint venture may cause difficulties in attracting partners. | •Co-operating with our announced joint venture partner on fine-tuning the business case, site selection and funding. •Negotiating offtake agreements with other parties, with a strict portfolio and pipeline approach. •Ensuring an organisational focus on the success of this joint venture; sufficient qualified resources to be made available for this key project. •Optimising and stabilising Avantium's Ray Technology™ and the production of plantMEG™ in the operating Pilot Plant in Delfzijl, the Netherlands. These activities assist in narrowing down the required capital expenditures. •Maintaining Avantium's strong connections with partners in the plantMEG™ value chain to de-risk the sourcing of feedstock, operations, financing and commercialisation of plantMEG™. | |||
Competition •The technologies Avantium is developing may not be competitive with other new emerging technologies and systems, which provide similar functions, lower cost or better solutions for potential customers. Avantium may not have full oversight of the technologies developed by competitors. | •Keeping up continuous technology development to maintain competitiveness. •Maintaining strong industry and business partner relationships. •Monitoring and analysing competitors through various sources (trade associations, universities, banks, etc.) and their IP filings. •Actively maintaining, protecting and expanding our current IP portfolio. •Warning potential violators on infringement and the consequences. |
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Risks | Mitigating factors | |||
Recruit, retain, develop and engage employees •Avantium may not be able to recruit and/or retain the highly skilled and engaged employees it needs, which will have a direct negative impact on reaching its strategic objectives and may result in business interruptions. •Avantium may not be able to find a desired balance between experience and age, which will have a direct negative impact on reaching its strategic objectives and may result in safety incidents and business interruption. | •Offering employees competitive compensation, the opportunity to make a direct business impact, autonomy, an inspiring culture and colleagues and a multitude of learning and development opportunities. •Using Avantium’s sustainability plan, titled Chain Reaction 2030, as a communication instrument for engaging new and existing talents. •Initiating learning workshops where people can share knowledge on a variety of topics to promote development. Avantium invests in skill development courses, management trainings and leadership programmes to enable the personal and professional growth of all our employees. •Securing equal opportunities and a feel-safe culture. | |||
Construction and operations of FDCA Flagship Plant •Due to operational, environmental and/or technical reasons, or in the context of geopolitical developments, Avantium Renewable Polymers may not be able to start up and operate its Flagship Plant for the production of FDCA on time, within budget or within specification. •If construction and commissioning of the FDCA Flagship Plant takes longer than expected, Avantium Renewable Polymers may not be able to meet the demands of (potential) customers, which may hamper and/or delay the commercialisation of FDCA and PEF products. | •Ensuring effective and strict project management; supervision, forecasting, risk and cost (spending) control; adequate resourcing including staffing; and quality of the engineering, procurement and construction (EPC) contract. Risk sharing is an important element, as foreseen in the EPC contract. •Ensuring, by hiring the appropriate expertise, that the FDCA Flagship Plant operates robustly after commissioning, covering all disciplines including staffing, systems, safety, logistics, regulations and finance. •Assessing risks: establishing and continuous monitoring an appropriate risk register. Managing construction and operation risks diligently together with constant monitoring of their potential influence on capital and operational expenditure. | |||
Intellectual property (IP) protection •Avantium may not be successful in adequately protecting its proprietary technology, products and processes, information, trade secrets and know-how. | •Actively maintaining, protecting and expanding Avantium’s IP portfolio in line with the company's IP strategy. •Actively monitoring and analysing worldwide trends and technology developments, especially with respect to the patent landscape. •Ensuring regular reviews with the technical teams and committees to consider proactively publishing or seeking patent protection. •Imposing IP assignment obligations for employees (and – if applicable – consultants, interns and secondees). •Maintaining adequate ICT and HR security and IP protection controls. •Providing recurring confidentiality and IP protection awareness training to Avantium staff. |
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Risks | Mitigating factors | |||
Freedom to operate •Avantium may not be able to ensure and maintain its required freedom to operate, and/or Avantium may inadvertently infringe the IP rights of third parties in its commercial operations. •Litigation or third-party claims of alleged IP infringement could require substantial time and money to resolve even if proven unfounded. •Unfavourable outcomes in these proceedings could limit Avantium in commercialising its lead technologies. | •Actively maintaining, protecting and expanding our current IP portfolio, for use, if required, in cross-licensing. •Publishing on technologies for which exclusivity is not desired. •Actively monitoring and analysing the patent landscape, reviewing competitors’ patent portfolios, lodging oppositions and filing third-party observations where appropriate. | |||
Food safety •Food safety is an important qualifier for many of our future customers. Inability to adhere to food contact materials regulations may negatively affect the company’s ultimate ability to sell products for the desired applications and to sell subsequent licenses under the company’s licensing strategy. Avantium may not be able to obtain or maintain the required food contact approvals worldwide. | •Continue the registering of Avantium products in accordance with applicable regulations and directives allowing the manufacture, distribution and use of these products in the jurisdictions of interest. •Co-operating closely with customers to ensure appropriate product application testing to support the food contact approvals and compliance investigations. Where possible, the company aims to obtain initial food contact approval with the material produced at pilot-plant phase and validate materials produced at commercial scale, which has been successful for Europe and now being applied for in other jurisdictions. •Retaining reputable consultants to support the food contact approval submission process in different jurisdictions of interest for our customers. •Following strict manufacturing protocols and quality assurance procedures in future operations to ensure that our products are fully in line with specifications according to regulations and customer needs. •Where possible, including liability caps in customer contracts. •Establishing product liability insurance to partially cover the risk. | |||
Cybersecurity and ICT •ICT security risks are changing rapidly. Not keeping ICT infrastructure, systems, procedures and user awareness up to date may result in security risks, business interruptions, information loss or leakage and reporting omissions. | •Implementing recommendations on Avantium’s ICT infrastructure and security. •Regularly updating ICT security and data governance policies. Actively managing compliance with these through preventive, monitoring and detection controls. •Providing compulsory training for employees and building their awareness on cybersecurity. •Making daily backups of our critical systems/servers and conducting regular restore tests. •Keeping hardware, software and firewall solutions and accessibility up to date. •Upgrading the enterprise resource planning system (planned as part of the scale-up of Avantium Renewable Polymers and the FDCA Flagship Plant project). | |||
Permits and regulations •Risks such as (i) new or changing regulations, (ii) non-compliance with Avantium’s current permits and/or environmental regulations applicable to an Avantium location or company sub-contractors or (iii) unwanted (unintentional) emissions and/or wastewater release. | •Regularly engaging with the relevant regulatory bodies and other stakeholders. •Diligently and swiftly acting upon observations and recommendations made during inspections by line management, staff, consultants and relevant regulatory bodies. |
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Risks | Mitigating factors | |||
Handling hazardous substances •Handling hazardous substances within Avantium's operations brings a risk of spills (environmental damage) and personal exposure (health damage). Inherent health, safety and environmental hazards in our operations and insufficient awareness of unsafe plant conditions can lead to injuries, casualties or environmental consequences and a (temporary) plant shutdown. •Construction of the FDCA Flagship Plant - if an accident occurs on-site, this may result in severe health consequences, severe personal trauma and prolonged shutdown of construction activities. | •Applying strict design criteria for the factories handling hazardous substances. Special attention for hazardous substances is given in our Chemical Hazard Assessments (CHA) wherefrom safe usage of these chemicals can be inducted into design as well as into prognoses operational activities. •Ensuring that for all planned operational activities hazard and risk assessments are performed, allowing for proper preventive and mitigating measures (Lines of Defence – LOD). •Implementing work method to ensure mechanical integrity of installations as well as installing systems and sensors to detect loss of containment (LOC) to prohibit incidents and accidents. •Prior to commencing any operational activities, carrying out thorough assessments in which all eventualities are considered and necessary preventive measures are implemented. •Maintaining a system to register all (hazardous) chemicals in process streams and inventories. •Giving every employee (and students, interns and hired specialists such as contractor and consultant) adequate safety training at the start of their engagement as well as a list of all standard operating policies that apply to their relevant activities and locations (laboratory/office/ plant), including the proper use of personal protective equipment. •Creating awareness for HSE issues through leadership engagement, training procedures, safety systems, internal memos, instructions and company meetings, as well as a continuous safety culture programme across the company. •Monthly reporting of all safety incidents and non-conformities (events) to monitor safety performance, maximise learnings by implementing corrective or preventive measures. •Implementation of an ISO-certified quality programme to promote standard operating procedures and working instructions for day-to-day operations whereby the content of training will improve and supervision for safe execution of extraordinary activities (such as maintenance and troubleshooting). •In recent years, the company hired specialists to improve on its knowledge regarding specifically occupational hygiene and process safety. For other fields, specialists like toxicologist will be hired on project base. | |||
Inflation and rising commodity costs, energy costs and supply chain •Failure to manage inflation and price increases in supply chain (subcontractors, materials and services) and insufficient access to qualified and cost-effective vendors may result in increased operational and financing cost which may adversely affect Avantium's business cases. | •Management will continue to closely monitor market developments. Through monitoring, the company may better anticipate and assess any impact on the relevant parts of its supply chain and business activities. •More frequent reviews of the budget and forecasts by management will provide insight on the effect of any increased cost on the company's supply chain and business. •Continuous review of alternatives for sourcing, actively negotiating applicable terms,(pro-) active and transparent dialogue with business partners, vendors and subcontractors. •For the construction of the FDCA Flagship Plant an EPC contract with Worley is in place, including a contractual sourcing strategy, actively managed by joint project teams, which includes. |
72 |
Risks | Mitigating factors | |||
Sustainability - Feedstock •Avantium currently uses agricultural crops as feedstock for its YXY® Technology and Ray Technology™. The agricultural sector is one of the most sensitive sectors to climate change; it could impact crop growth and yields. This could lead to significant price increases. •Using agricultural crops as feedstock for the YXY® Technology and Ray Technology™ could have negative connotations amongst the general public. | •Avantium's technologies are feedstock flexible, allowing the company to switch to other second generation agricultural feedstock if necessary. •The impact originated by the plant-based feedstock could be further reduced by a switch to lignocellulosic feedstocks such as originating from second generation biomass. Avantium’s Dawn Technology™ converts non-food biomass into industrial sugars and lignin in order to help transition the chemicals and materials industries to non-fossil resources. Avantium runs a pilot biorefinery in Delfzijl, the Netherlands, based on the Dawn Technology™. The use of second generation feedstock is already tested at Avantium Renewable Polymers in the framework of the BBI-JU PEFerence project, and should confirm that the YXY® process can use second generation biomass when it becomes available at commercial volumes and pricing. | |||
Sustainability - Climate Change •Avantium's laboratories, offices and Pilot Plants depend on energy and aim to use sustainable energy in the future. Energy security issue is becoming increasingly important and demand for renewable energy is increasing. Access to reliable weather, water and climate information which might be hindered due to physical impacts of climate change is critical for access to sustainable energy. •Climate change - and the extreme weather events that accompany it - could disrupt global supply chains, exacerbate shortages, delay deliveries and lead to higher prices. | •Avantium's business model and product designs aim to incorporate sustainability principles to be less dependent on conventional energy. The Delfzijl location is strategically chosen to promote access to variety of sustainable energy sources - wind energy, hydrogen and other. •Continuous review of alternatives for sourcing, actively negotiating applicable terms,(pro-) active and transparent dialogue with business partners, vendors and subcontractors. |
73 |
Risks | Mitigating factors | |||
Interest rate •Increases in benchmark interest rates could lead to higher interest rate charges in case of debt instruments with a floating interest rate. | •If applicable and not cost prohibitive, the use of interest rate hedges prevent exposure to the costs already factored in the higher interest rate environment. After careful consideration of timing and circumstances, the company has not opted for entering into an interest rate hedge. | |||
Safeguarding Avantium's cash •The banks and/or financial institutions where Avantium deposits its cash may experience disruptions or defaults, leading to a situation where cash is no longer accessible to Avantium. | •Regularly checking the risk profiles of the financial institutions where we have deposited cash. •Following the company policy of not speculating with its cash reserves. | |||
IFRS and sustainability compliance •Non-compliance with International Financial Reporting Standards (IFRS) and sustainability reporting requirements. Not informing our shareholders and other stakeholders in conformity with reporting might lead to a loss of trust, reputational damage, a declining share price and, possibly, legal claims. | •Maintaining corporate accounting policies and making them available across the company. Our control framework includes financial reporting controls for compliance with IFRS. •Using external expert advice if necessary. •Implementing a sustainability reporting roadmap. •Through timeline integration of standards and collection of data we are able keep up with the required sustainability disclosure and provide investors and other stakeholders with the information they need. | |||
Grant reporting •Non-compliance with internal process and external grant rules and regulations may result in a correction (at least) or pay-back of the full amount received (in the worst-case scenario) or missed opportunities under grant programmes. | •Maintaining grant policies and communicating them across the company. •Working actively to train employees on internal processes (e.g. time writing) and external regulations, including monitoring compliance on the processes. |
74 |
Risks | Mitigating factors | |||
New laws and regulations •New government laws, regulations or measures, including increased regulations on the production and use of sustainable versus oil-based products, may have a major impact on our business and financial position, and could lead to a threat to our activities. | •Monitoring and adapting to relevant (changes in) rules and regulations. •Maintaining a dialogue with authorities, where possible. | |||
Sanction regulation compliance •Avantium may unknowingly or unwilfully have partners, customers, agents, consultants or other company contacts in breach of sanctions regulations which could adversely affect our business. | •Continuing to adhere to (sanctions) laws and regulations, with Avantium’s policies, procedures and ethics codes prohibiting us from entering into business with sanctioned parties. •Using up-to-date sanctions-screening software tools for business relationships the company enters into. | |||
Bribery, corruption and money laundering •Avantium may be exposed to bribery, corruption and money laundering. | •Managing a stringent approach to bribery and corruption with internal controls, coordinated by the Finance and Legal teams. •Retaining an external, independent organisation to assist, where necessary, in monitoring interactions with suppliers, agents and distributors. •Including clauses on anti-bribery, corruption, anti-money laundering clauses and appropriate remedial actions in many different agreements the company enters into. •Avantium has a whistleblower procedure in place to report corruption, bribery and anti-money laundering. •Avantium has an Anti-Money Laundering, Anti-Bribery and Anti-Corruption Policy in place. •Avantium performs regular risk assessments on corruption, bribery and anti-money laundering and reports those assessments to the Audit Committee on a regular basis. •The Avantium Code of Business Conduct contains a specific procedure for sensitive transactions (e.g. gifts). | |||
Fraud •Avantium may be subject to fraudulent activities. | •Clearly setting the tone at the top that any fraud is not tolerated. •Implementing segregation of duties and other internal control activities. •Continuous awareness communication and training. •Encouraging employees to safely report any suspicion of non-compliance with our ethics code. Following a report, any potential violation will be investigated. The outcome may lead to disciplinary action, the severity of which is determined by the nature and circumstances of the incident. Impacts may include termination of employment. If necessary, the company takes additional action to prevent similar incidents in the future. •Using the processes described in the Whistleblower and Confidant policies. •Including clauses on fraud and appropriate remedial actions in many different agreements the company enters into. |
75 |
Risks | Mitigating factors | |||
Confidential information •An employee or former employee of Avantium or a third party may, intentionally or otherwise, disclose unauthorised confidential information belonging to Avantium, or confidential information received from a customer or business partner. | •Entering into a non-disclosure agreement (NDA) with each employee and where necessary with any third party (such as business partners, customers, suppliers and consultants), to cover the protection of the company’s confidential information. In most cases the company NDA template is used (governed by Dutch law). •Creating awareness and ensuring that employees understand their confidentiality obligations. Employees are educated during in-house training sessions on the handling of Avantium’s confidential information. •Making employees aware that it is important to strictly limit the disclosure of Avantium’s confidential information only to the particular third parties concerned. •Using the standard operating procedure policy stipulating how to handle confidential information (belonging either to Avantium or to a third party). | |||
Compliance with market abuse regulation •Avantium, or a (former) employee of Avantium, may fail to comply with market abuse regulations, and may misuse and/or disclose Avantium’s inside information (intentionally or unintentionally). | •Creating employee awareness around adherence to Avantium’s insider trading policy and legislation through training programmes and communication. •Establishing timely log files on classified information that will likely develop to become inside information. •Establishing and maintaining insider lists of Avantium employees who have access to and knowledge of insider information. •Having an appropriate meeting schedule (in terms of frequency) for the Disclosure Committee, which reports to the Management Board and Supervisory Board. •If applicable, notifying insiders, in a timely manner, about their obligations, creating explicit status acceptance. •Disclosing inside information to the market when appropriate. |
76 |
77 |
78 |
79 |
80 |
81 |
82 |
83 |
Name | Year of birth | Nationality | Expertise and experience | Gender | ||
E. Moses | 1954 | British and Belgian | •Scaling up innovative companies •Executive and non-executive experience •International experience | Male | ||
M.B.B. Jou | 1969 | Taiwanese | •International executive experience, especially Asian region •Commercial experience from chemicals and plastics industries | Female | ||
M.G. Kleinsman | 1963 | Dutch | •Financial expertise in chemicals and plastics industries •International experience | Female | ||
N. Björkman | 1954 | Swedish | •International expertise in the packaging innovations business •International industry experience | Male |
Name | Year of possible re-election | End of final term | |||
E. Moses | 20 December 2019 | 2023 | 2031 | ||
M.B.B. Jou | 14 May 2020 | 2024 | 2032 | ||
M.G. Kleinsman | 19 May 2021 | 2025 | 2029 | ||
N. Björkman | 25 January 2022 | 2026 | 2034 |
84 |
Name | Supervisory Board meeting | Audit Committee meeting | Industria- lisation Committee meeting | Nomination Committee meeting | Remuneration Committee meeting | ||
E. Moses | 12/12 | 5/5 | 6/6 | 10/10 | 3/3 | ||
C.A. Arnold11 | 1/12 | n.a. | n.a. | n.a | n.a | ||
M.B.B. Jou | 12/12 | n.a. | 6/6 | 10/10 | 3/3 | ||
M.G. Kleinsman | 11/12 | 5/5 | n.a. | 3/1012 | n.a. | ||
G.E. Schoolenberg13 | 4/12 | 2/5 | n.a. | n.a. | n.a. | ||
N. Björkman14 | 10/12 | n.a. | 6/6 | 10/10 | 3/3 |
85 |
86 |
Audit Committee | Industrialisation Committee | Remuneration Committee | Nomination Committee | ||
Margret Kleinsman (Chair) | Nils Björkman (Chair) | Edwin Moses (Chair) | Edwin Moses (Chair) | ||
Edwin Moses | Michelle Jou | Michelle Jou | Michelle Jou | ||
Nils Björkman | Nils Björkman |
87 |
88 |
89 |
90 |
91 |
92 |
93 |
94 |
95 |
Name | Weight factor | Target | ||
T.B. van Aken | 60% | Strategic | ||
15% | Commercial | |||
15% | Operational | |||
10% | ESG | |||
B.J.J.V. Welten | 40% | Strategic | ||
15% | Commercial | |||
35% | Operational | |||
10% | ESG |
96 |
Name | Weight factor | Target | Measured performance | Total performance in 2022 | ||
T.B. van Aken | 60% | Strategic | 58% | 86% | ||
15% | Commercial | 8% | ||||
15% | Operational | 13% | ||||
10% | ESG | 8% | ||||
B.J.J.V. Welten | 40% | Strategic | 38% | 84% | ||
15% | Commercial | 8% | ||||
35% | Operational | 31% | ||||
10% | ESG | 8% |
97 |
Performance measure | Objective | Target | Performance | ||
Strategic | Secure financing and partnerships | 1.Ensure that the group's business operations are timely, prudently and sufficiently funded, on the basis of obtaining the mandate from its shareholders to raise €45 million in equity capital and against satisfactory conditions. 2.Secure sustainable progress in the area of partnerships. | 1.Achieved 2.Achieved | ||
Strategic | Achieve strategic milestones | 1.Timely execute Financial Close following Renewable Polymers' positive FID. 2.Meet strategic milestones in relation to the Cosun Beet Company joint venture partnering. | 1.Achieved 2.Not achieved | ||
Strategic | Business & Technology Planning | 1.Meet strategic milestones in relation to Avantium's earlier-stage technologies. | 1.Achieved | ||
Commercial | Drive commercial performance | 1.Meet strategic milestones on Renewable Polymers offtake commitments. 2.Meet Catalysis business performance parameters. | 1.Achieved 2.Not achieved | ||
Operational | Drive operational performance | 1.Meet FDCA Flagship Plant EPC milestones and financials. 2.Meet Ray Technology™ operational milestones. | 1.Partially achieved 2.Achieved | ||
ESG | Chain Reaction 2030 implementation | 1.Ecological: complete certified LCAs for YXY Technology (PEF) and Ray Technology™ (plantMEG™, plantMPG™). 2.Operations: calculate direct GHG emissions from our FDCA Flagship Plant, Pilot Plants and laboratory activities and improve on the baseline. 3.Supply chain: develop and initiate a supplier code of conduct and product stewardship plan. 4.People: establish a diversity and inclusion plan (including KPIs) and improve on the baseline. | 1.Achieved 2.Partially achieved 3.Achieved 4.Achieved | ||
ESG | Safety and health | 1.Safety #1 organisation: 0 accidents using OSHA LTI classification. 2.Engage staff and minimise staff turnover <10% (FY). | 1.Achieved 2.Achieved |
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99 |
100 |
(In €1,000) | Fixed remuneration | Variable | ||||||||
Management Board member | Salary | Other benefits15 | Short-term bonus16 | Long-term award17 | Post-employee benefits | Total remuneration | % of fixed remuneration | % of variable remuneration | ||
T.B. van Aken | ||||||||||
2022 | 273 | 24 | 165 | 71 | 20 | 553 | 57% | 43% | ||
2021 | 268 | 25 | 157 | 119 | 20 | 589 | 53% | 47% | ||
B.J.J.V. Welten | ||||||||||
2022 | 240 | 24 | 51 | 21 | 28 | 364 | 80% | 20% | ||
2021 | 235 | 27 | 98 | 25 | 27 | 411 | 70% | 30% | ||
Total - 2022 | 513 | 48 | 215 | 92 | 48 | 917 | 66% | 34% | ||
Total - 2021 | 503 | 52 | 255 | 144 | 46 | 1,000 | 60% | 40% | ||
101 |
(In €1,000) | 2022 | % change | 2021 | % change | 2020 | % change | 2019 | % change | 2018 | % change | 2017 | ||
Management Board member | |||||||||||||
T.B. van Aken | 553 | -6% | 589 | 34% | 440 | 2% | 432 | 41% | 306 | -17% | 368 | ||
B.J.J.V. Welten | 364 | -12% | 411 | 35% | 304 | 0% | — | 0% | — | 0% | — | ||
F.C.H. Roerink (former CFO) | — | 0% | — | 0% | — | -100% | 616 | 120% | 280 | -13% | 321 | ||
Average employee salary | 96 | 6% | 91 | 12% | 81 | 15% | 70 | 0% | 70 | 7% | 66 |
2022 | % change | 2021 | % change | 202019 | % change | 2019 | % change | 2018 | % change | 2017 | |||
Total company performance | 83% | -1% | 84% | 100% | 0% | -100% | 65% | 122% | 29% | -66% | 86% |
102 |
The main conditions of share plans | Information regarding the reported financial year | ||||||||||||||
Management Board member | Specification of plan | Performance period | Award date | Vesting date | End of retention period | Number of awards outstanding 1 January | Shares allocated during the year | Shares forfeited during the year | Shares vested during the year | Value of matching shares vested during the year in EUR20 | Matching shares unvested as at 31 December | Shares subject to retention period as at 31 December | Matching shares vested as at 31 December | ||
T.B. van Aken, CEO | LTIP- Investment shares | 2017-2018 | 16/3/2018 | 16/3/2018 | 16/3/2023 | 7,441 | — | — | — | — | — | 7,441 | — | ||
2019-2020 | 14/5/2020 | 14/5/2023 | 14/5/2025 | 15,365 | — | — | — | — | — | 15,365 | — | ||||
2021-2022 | 18/5/2022 | 18/5/2025 | 18/5/2025 | — | 20,630 | — | — | — | — | 20,630 | — | ||||
LTIP- Matching shares | n/a | 16/3/2018 | 16/3/2021 | 16/3/2023 | 7,441 | — | — | — | — | — | — | 7,441 | |||
n/a | 14/5/2020 | 14/5/2023 | 14/5/2025 | 15,365 | — | — | 5,122 | 15,493 | 5,122 | — | 10,243 | ||||
n/a | 18/5/2022 | 18/5/2025 | 18/5/2025 | — | 20,630 | — | 4,584 | 14,051 | 16,046 | — | 4,584 | ||||
B.J.J.V. Welten, CFO | LTIP- Investment shares | 2021-2022 | 18/5/2022 | 18/5/2025 | 18/5/2025 | — | 9,947 | — | — | — | — | 9,947 | — | ||
LTIP- Matching shares | n/a | 18/5/2022 | 18/5/2025 | 18/5/2025 | — | 9,947 | (7,737) | 2,210 | 6,775 | — | — | 2,210 | |||
F.C.H. Roerink, former CFO | LTIP- Investment shares | 2017-2018 | 16/3/2018 | 16/3/2018 | 16/3/2023 | 5,789 | — | — | — | — | — | 5,789 | — | ||
LTIP- Matching shares | n/a | 16/3/2018 | 16/3/2021 | 16/3/2023 | 1,930 | — | — | — | — | — | 1,930 | 1,930 | |||
Total Management Board members | 45,612 | 61,154 | (7,737) | 11,917 | 36,319 | 21,167 | 53,383 | 24,478 | |||||||
Total former Management Board members | 7,719 | — | — | — | — | — | 7,719 | 1,930 | |||||||
103 |
The main conditions of share option plans | Information regarding the reported financial year | |||||||||||||
Management Board member | Specification of plan | Award date | Vesting date | Exercise period | Exercise price of the option in EUR | Number of options outstanding as at 1 January | Share options granted during the year | Share options forfeited during the year | Share options vested during the year | Value of share options vested during the year21 | Share options unvested as at 31 December | Share options vested as at 31 December | ||
T.B. van Aken, CEO | ESOP | 19/10/2006 | 19/10/2009 | 10 years | 7.60 | 20,230 | — | — | — | — | — | 20,230 | ||
1/10/2008 | 1/10/2011 | 10 years | 0.10 | 20,657 | — | — | — | — | — | 20,657 | ||||
1/5/2009 | 1/5/2012 | 10 years | 0.10 | 35,000 | — | — | — | — | — | 35,000 | ||||
1/5/2010 | 1/5/2013 | 10 years | 0.10 | 29,770 | — | — | — | — | — | 29,770 | ||||
4/11/2010 | 4/11/2013 | 10 years | 0.10 | 28,000 | — | — | — | — | — | 28,000 | ||||
30/11/2011 | 30/11/2014 | 10 years | 0.10 | 135,000 | — | — | — | — | — | 135,000 | ||||
1/10/2015 | 15/3/2017 | 10 years | 0.10 | 22,000 | — | — | — | — | — | 22,000 | ||||
1/10/2015 | 15/3/2017 | 10 years | 9.80 | 7,500 | — | — | — | — | — | 7,500 | ||||
2/3/2017 | 15/3/2017 | 10 years | 0.10 | 13,000 | — | — | — | — | — | 13,000 | ||||
2/3/2017 | 15/3/2017 | 10 years | 9.80 | 18,000 | — | — | — | — | — | 18,000 | ||||
17/5/2017 | 17/5/2020 | 8 years | 10.58 | 50,000 | — | — | — | — | — | 50,000 | ||||
28/3/2018 | 28/3/2021 | 8 years | 5.34 | 50,000 | — | — | — | — | — | 50,000 | ||||
16/5/2019 | 16/5/2022 | 8 years | 2.60 | 100,000 | — | — | 11,111 | 19,165 | — | 100,000 | ||||
14/5/2020 | 14/5/2023 | 8 years | 3.59 | 50,000 | — | — | 16,667 | 19,237 | 5,556 | 44,444 | ||||
19/5/2021 | 19/5/2024 | 8 years | 4.56 | 50,000 | — | — | 16,667 | — | 22,222 | 27,778 | ||||
18/5/2022 | 19/5/2025 | 8 years | 3.07 | — | 50,000 | — | 11,111 | 3,111 | 38,889 | 11,111 | ||||
B.J.J.V Welten, CFO | ESOP | 14/5/2020 | 14/5/2023 | 8 years | 3.59 | 50,000 | — | (5,556) | 16,667 | 19,237 | — | 44,444 | ||
19/5/2021 | 19/5/2024 | 8 years | 4.56 | 30,000 | — | (13,333) | 10,000 | — | — | 16,667 | ||||
18/5/2022 | 19/5/2025 | 8 years | 3.07 | — | 30,000 | (23,333) | 6,667 | 1,867 | — | 6,667 | ||||
Total Management Board members | 709,157 | 80,000 | (42,222) | 88,889 | 62,617 | 66,667 | 680,268 | |||||||
104 |
The main conditions of share option plans | Information regarding the reported financial year | |||||||||||||
Management Board member | Specification of plan | Award date | Vesting date | Exercise period | Exercise price of the option in EUR | Number of options outstanding as at 1 January | Share options exercised during the year | Share options forfeited during the year | Share options vested during the year | Value of share options exercised during the year22 | Share options unvested as at 31 December | Share options vested as at 31 December | ||
F.C.H. Roerink, former CFO | ESOP | 16/5/2019 | 16/5/2022 | 8 years | 2.60 | 13,333 | — | — | — | — | — | 13,333 | ||
Total former Management Board members | 13,333 | — | — | — | — | — | 13,333 | |||||||
105 |
Performance measure | CEO | CFO | ||
Strategic | 30% | 30% | ||
Commercial | 23% | 23% | ||
Operational | 38% | 38% | ||
ESG | 10% | 10% | ||
Total performance | 100% | 100% |
106 |
Performance measure | Objective | Target | Weight Management Board | Financial | Non-Financial | ||
ESG | Safety & Health | 1.Zero accidents and Zero loss of containments as per Avantium’s newly approved incident classification. 2.Achieve Ecological, Operations, Suppliers and People targets (smart ESG targets have been defined) | 5.0% | 0.0% | 5.0% | ||
ESG | Chain Reaction 2030 implementation | 1.Define and plan how technologies impact carbon emission reduction, calculate and report reductions achieved 2.Map scope 1, 2 and 3 emissions and implement ISO certified management systems (ISO 45001) 3.Commitment of key suppliers for Code of Conduct 4.Implement organization code of business conduct; implement KPI for diversity and improve on baseline | 5.0% | 0.0% | 5.0% | ||
Strategic | Portfolio & Team | 1.Reach engineering stage gate decision as next step of Ray Technology™ commercialisation 2.Determine and execute technology portfolio changes in line with company strategy 3.Strengthening of executive team to prepare company for next phase of commercialisation | 30.0% | 0.0% | 30.0% | ||
Commercial | Drive commercial performance | 1.Ensure full capacity loading for FDCA Flagship Plant 2.Avantium Renewable Polymers: enter into licensing deal in line with company strategy 3.Avantium R&D Solutions: execution of growth strategy (to be measured in revenues) 4.Avantium Renewable Chemistries: enter into Ray Technology™ licensing deal in line with company strategy 5.Attract industrial partners for commercialisation of Volta technology | 22.5% | 22.5% | 0.0% | ||
Operational | Drive financial performance | 1.Keep the FDCA Flagship Plant construction on track in terms of costs and schedule 2.Realise significant increase of topline compared to 2022 3.Ensure the company is sufficiently funded for execution of strategy 4.Control of expenses and company cash flows | 32.5% | 32.5% | 0.0% | ||
Operational | Drive organizational performance | 1.Staff retention: ensure staff turnover below 10% 2.Recruitment: hiring of staff for FDCA Flagship Plant and Avantium R&D Solutions growth strategy | 5.0% | 0.0% | 5.0% | ||
Total | 100.0% | 55.0% | 45.0% |
107 |
108 |
(In €1,000) | Fixed remuneration | Variable remuneration | |||||||
Membership | Committees | Other compensation23 | Long-term award24 | Total remuneration | % of fixed remuneration | % of variable remuneration | |||
E. Moses | 75 | 15 | — | 33 | 123 | 73% | 27% | ||
M.B.B. Jou | 40 | 15 | — | 12 | 67 | 82% | 18% | ||
C.A. Arnold | 10 | 4 | 3 | — | 17 | 82% | 18% | ||
M.G. Kleinsman | 40 | 10 | — | — | 50 | 100% | —% | ||
G.E. Schoolenberg | 20 | 5 | — | — | 25 | 100% | —% | ||
N. Björkman | 40 | 15 | — | 2 | 57 | 96% | 4% | ||
Total - 2022 | 225 | 64 | 4 | 46 | 339 | 85% | 15% | ||
(In €1,000) | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | ||
E. Moses | 123 | 121 | 133 | 3 | — | — | ||
M.G. Kleinsman | 50 | 50 | 50 | 50 | 50 | 27 | ||
M.B.B. Jou | 67 | 70 | 47 | — | — | — | ||
N. Björkman | 57 | — | — | — | — | — | ||
Total Supervisory Board members | 297 | 241 | 230 | 53 | 50 | 27 | ||
Remuneration of former Supervisory Board members | ||||||||
C.A. Arnold (member until 31 March 2022) | 17 | 53 | 14 | — | — | — | ||
G.E. Schoolenberg (member until 1 September 2022) | 25 | 44 | 13 | — | — | — | ||
D.J. Lucquin (member until 30 September 2020) | — | — | 44 | 50 | 50 | 53 | ||
R.W. van Leen (member until 31 December 2019) | — | — | — | 30 | — | — | ||
K. Verhaar (member until 20 December 2019) | — | — | — | 90 | 80 | 6 | ||
G.E.A Rijnen (member until 15 May 2019) | — | — | — | 21 | 55 | 50 | ||
J.S. Wolfson (member until 15 May 2019) | — | — | — | 18 | 50 | 45 | ||
Total former Supervisory Board members | 42 | 97 | 71 | 209 | 235 | 154 | ||
Total remuneration | 339 | 338 | 301 | 262 | 285 | 181 |
109 |
The main conditions of share option plans | ||||||
Specification of plan | Award date | Vesting date | Exercise period | Exercise price of the option in EUR | ||
E. Moses | ESOP | 14/5/2020 | 14/5/2023 | 8 years | 3.59 | |
M.B.B. Jou | ESOP | 14/5/2020 | 14/5/2023 | 8 years | 3.59 | |
N. Björkman | ESOP | 18/5/2022 | 19/5/2025 | 8 years | 3.07 | |
C.A. Arnold (former member) | ESOP | 30/9/2020 | 30/9/2023 | 8 years | 5.78 | |
J.S. Wolfson (former member) | ESOP | 2/3/2017 | 2/3/2020 | 10 years | 9.80 | |
J.M. van der Eijk (former member) | ESOP | 2/3/2017 | 2/3/2020 | 10 years | 9.80 | |
110 |
Information regarding the reported financial year | ||||||||||||
Specification of plan | Number of options outstanding 1 January | Share options granted during the year | Share options exercised during the year | Share options forfeited during the year | Share options vested during the year | Value of share options vested during the year25 | Value of share options exercised during the year26 | Share options unvested as at 31 December | Share options vested as at 31 December | |||
E. Moses | ESOP | 85,000 | — | — | — | 28,333 | 32,703 | — | 9,444 | 75,556 | ||
M.B.B. Jou | ESOP | 30,000 | — | — | — | 10,000 | 11,542 | — | 3,333 | 26,667 | ||
N. Björkman | ESOP | — | 30,000 | — | — | 6,667 | 1,867 | — | 23,333 | 6,667 | ||
C.A. Arnold (former member) | ESOP | 30,000 | — | — | (15,000) | 1,667 | — | — | 15,000 | — | ||
J.S. Wolfson (former member) | ESOP | 4,000 | — | — | — | — | — | — | — | 4,000 | ||
J.M. van der Eijk (former member) | ESOP | 4,000 | — | — | — | — | — | — | — | 4,000 | ||
Total Supervisory Board members | 115,000 | 30,000 | — | — | 45,000 | 46,112 | — | 36,111 | 108,889 | |||
Total former Supervisory Board members | 38,000 | — | — | (15,000) | 1,667 | — | — | 15,000 | 8,000 | |||
111 |
112 |
Name | Date of re-appointment | Term ends in | ||||
Tom van Aken | 17 | 2005 | AGM 2021 | AGM 2025 | ||
Boudewijn van Schaïk | n.a. | 1 January 2023 | n.a. | AGM 2027 | ||
Resigned Management Board member | ||||||
Bart Welten | 2 | AGM 2020 | n.a. | |||
113 |
Name | Year of possible re-election | End of final term | |||
E. Moses | 20 December 2019 | 2023 | 2031 | ||
M.B.B. Jou | 14 May 2020 | 2024 | 2032 | ||
M.G. Kleinsman | 19 May 2021 | 2025 | 2029 | ||
N. Björkman | 25 January 2022 | 2026 | 2034 |
114 |
115 |
116 |
117 |
118 |
Page | |
Consolidated Statement of Financial Position | |
Consolidated Statement of Comprehensive Income | |
Consolidated Statement of Changes in Equity | |
Consolidated Statement of Cash Flows | |
1. General Information | |
2. Summary of Significant Accounting Policies | |
3. Financial Risk Management | |
4. Critical Accounting Estimates and Judgments | |
5. Property, plant and equipment | |
6. Intangible assets | |
7. Leases | |
8. Inventories | |
9. Trade and other receivables | |
10. Cash and cash equivalents | |
11. Share capital and other reserves | |
12. Non-controlling interest | |
13. Share-Based Payments | 146 |
Page | |
14. Earnings per Share | |
15. Trade and Other Payables | |
16. Borrowings | |
17. Provisions for Other Liabilities and Charges | |
18. Financial Liability | |
Notes to the Consolidated Statement of Comprehensive Income | |
19. Revenues | |
20. Other Income | |
21. Segment Information | |
22. Expenses by Nature | |
23. Employee Benefits | |
24. Finance Income and Costs | |
25. Income Tax Expense | |
26. Dividends | |
Other Notes to the Consolidated Financial Statements | |
27. Contingencies | |
28. Commitments & Guarantees | |
29. Related-Party Transactions | |
30. Proposed Appropriation of Result | |
31. Events After the Balance Sheet Date |
Page | |
Company Financial Statements 2022 | |
Company Balance Sheet | |
Company Income Statement | |
Notes to the Company Financial Statements | |
32. General Information | |
33. Equity Attributable to Equity Holders of the Company | |
34. Financial Fixed Assets | |
35. Receivables from group companies | |
36. Cash and Cash equivalents | |
37. Payables to group companies | |
38. Provisions | 163 |
39. Borrowings | 163 |
40. Financial Liability | |
41. Commitment and Contingencies | |
42. Audit Fees | |
43. Remuneration of the Management Board and the Supervisory Board | |
44. Employee Information | |
Other information | |
Independent Auditor's Report |
119 |
in Euro x 1,000 | Notes | 2022 | 2021 |
ASSETS | |||
Non-current assets | |||
Property, plant and equipment | 5 | ||
Intangible assets | 6 | ||
Right-of-use assets | 7 | ||
Non-current prepayments | 9 | ||
Total non-current assets | |||
Current assets | |||
Inventories | 8 | ||
Trade and other receivables | 9 | ||
Cash and cash equivalents | 10 | ||
Total current assets | |||
Total assets |
120 |
in Euro x 1,000 | Notes | 2022 | 2021 |
EQUITY | |||
Equity attributable to owners of the parent | |||
Ordinary shares | 11 | ||
Share premium | |||
Other reserves | 11 | ||
Accumulated losses | ( | ( | |
Total equity attributable to the owners of the parent | |||
Non-controlling interest | 12 | ||
Total equity | |||
LIABILITIES | |||
Non-current liabilities | |||
Borrowings | 16 | ||
Financial liability | 18 | ||
Lease liabilities | 7 | ||
Total non-current liabilities | |||
Current liabilities | |||
Lease liabilities | 7 | ||
Trade and other payables | 15 | ||
Provisions for other liabilities and charges | 17 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
121 |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Revenues | 19 | ||||
Other income | 20 | ||||
Total revenues and other income | |||||
Operating expenses | |||||
Raw materials and contract costs | 22 | ( | ( | ||
Employee benefit expenses | 22; 23 | ( | ( | ||
Office and housing expenses | 22 | ( | ( | ||
Patent, license, legal and advisory expenses | 22 | ( | ( | ||
Laboratory expenses | 22 | ( | ( | ||
Advertising and representation expenses | 22 | ( | ( | ||
Other operating expenses | 22 | ( | ( | ||
Net operating expenses | ( | ( | |||
EBITDA27 | ( | ( | |||
Depreciation, amortisation and impairment charge | 22 | ( | ( | ||
EBIT28 | ( | ( | |||
Finance income | 24 | ||||
Finance costs | 24 | ( | ( | ||
Fair value remeasurement | 18 | ( | |||
Loss before income tax | ( | ( | |||
Income tax expense | 25 | ||||
Loss for the period | ( | ( |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Other comprehensive income | |||||
Total comprehensive expense for the year | ( | ( | |||
Loss attributable to: | |||||
Owners of the parent | ( | ( | |||
Owners of Non-controlling interest | ( | ||||
( | ( | ||||
Total comprehensive expense attributable to: | |||||
Owners of the parent | ( | ( | |||
Owners of Non-controlling interest | ( | ||||
( | ( |
in Euro | Note | 2022 | 2021 | ||
Earnings per share for loss from continuing operations attributable to the ordinary equity holders of the company | |||||
Basic earnings per share | 14 | ( | ( | ||
Diluted earnings per share | 14 | ( | ( | ||
Earnings per share for loss attributable to the ordinary equity holders of the company | |||||
Basic earnings per share | 14 | ( | ( | ||
Diluted earnings per share | 14 | ( | ( |
122 |
in Euro x 1,000 | Attributable to equity holders of the company | |||||||
Ordinary shares | Share premium | Other reserves | Accumulated losses | Non- controlling interest | Total Equity | |||
Balance at 1 January 2021 | ( | |||||||
Comprehensive expense | ||||||||
Result for the year | ( | ( | ||||||
Other Comprehensive expense for the year | ||||||||
Total Comprehensive expense for the year | ( | ( | ||||||
Transactions with owners | ||||||||
–Employee share schemes - value of Employee services | ||||||||
–Share-based payment - purchase of intangible assets | ||||||||
–Transfer value share scheme to accumulated losses | ( | |||||||
–Issue of ordinary shares due to capital raise | ||||||||
–Issue of ordinary shares option plan | ||||||||
Total transactions with owners | ||||||||
Balance at 31 December 2021 | ( | |||||||
123 |
in Euro x 1,000 | Attributable to equity holders of the company | |||||||
Ordinary shares | Share premium | Other reserves | Accumulated losses | Non- controlling interest | Total Equity | |||
Balance at 1 January 2022 | ( | |||||||
Comprehensive expense | ||||||||
Result for the year | ( | ( | ( | |||||
Other Comprehensive expense for the year | ||||||||
Total Comprehensive expense for the year | ( | ( | ( | |||||
Transactions with owners | ||||||||
–Employee share schemes- value of Employee services | ||||||||
–Employee share schemes – LTIP investment shares granted | ||||||||
–Transfer value share scheme to accumulated losses | ( | |||||||
–Issue of ordinary shares from the capital raise | ||||||||
–Issue of ordinary shares from share option plan | ||||||||
Total transactions with owners | ||||||||
Disposal of subsidiary | ||||||||
Balance at 31 December 2022 | ( | |||||||
124 |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Cash flows from operating activities | |||||
Loss for the year from continuing operations | ( | ( | |||
Adjustments for: | |||||
–Depreciation of property, plant and equipment | 5 | ||||
–Amortisation | 6 | ||||
–Depreciation of right of use assets | 7 | ||||
–Share-based payment | 13 | ||||
–Finance costs - net | 24 | ||||
–Fair value remeasurement | 18 | ||||
–Impairment of property, plant and equipment | 5 | ||||
–Lease adjustment | |||||
Changes in working capital (excluding exchange differences on consolidation): | |||||
–Increase in inventories | 8 | ( | ( | ||
–(Increase)/decrease in trade and other receivables | 9 | ( | |||
–Increase in trade and other payables | 15 | ||||
–Increase in provisions | 17 | ||||
( | |||||
Interest paid on current accounts | 24 | ( | |||
Interest received on current accounts | 24 | ||||
Other interest and bank charges | ( | ( |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Net cash used in operating activities | ( | ( | |||
Cash flows from investing activities | |||||
Purchases of property, plant and equipment (PPE) | 5 | ( | ( | ||
Purchases of intangible assets | 6 | ( | ( | ||
Transaction with non-controlling interest | 12 | ||||
Net cash used in investing activities | ( | ( | |||
Cash flows from financing activities | |||||
Net proceeds from Capital raise | |||||
Net proceeds of option exercises | |||||
Proceeds from borrowings | 16 | ||||
Principal elements of lease payments | 7 | ( | ( | ||
Net cash generated from financing activities | |||||
Net increase in cash and cash equivalents | |||||
Cash and cash equivalents at beginning of the year | 10 | ||||
Effect of exchange rate changes | 24 | ( | ( | ||
Cash and cash equivalents from continuing operations at end of financial year | 10 | ||||
Cash and cash equivalents at end of financial year | 10 |
125 |
126 |
127 |
(In Euro x 1,000) | ||
Fair value of the consideration received | 30,000 | |
Increase in the non-controlling interest | (12,013) | |
Adjustment to equity attributable to owners of the parents | 17,987 |
128 |
•Leasehold improvements | 5-20 years |
•Machinery, laboratory equipment and vehicles | 5 -7 years |
•Computer hardware | 3 years |
•Office furniture and equipment | 3-5 years |
129 |
•Intellectual property | 5-20 years |
•License rights | 5-20 years |
130 |
131 |
132 |
133 |
134 |
135 |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Prepayments | 9 | 15,248 | — |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Borrowings | 16 | 12,856 | — | ||
Lease liability | 7 | 10,046 | 9,099 | ||
Financial liability | 18 | 14,091 | — |
136 |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Trade receivables | 9 | 2,634 | 1,015 | ||
Prepayments | 9 | 1,179 | 367 | ||
Other receivables | 9 | 4,372 | 5,657 | ||
Cash and cash equivalents | 10 | 64,870 | 34,911 |
in Euro x 1,000 | Notes | 2022 | 2021 | ||
Trade payables | 15 | 8,628 | 4,714 | ||
Other liabilities | 15 | 14,614 | 7,123 | ||
Deferred government grant | 15 | 8,496 | 4,913 | ||
Lease liabilities | 7 | 1,897 | 1,604 |
in Euro x 1,000 | 2022 | 2021 | ||
More than 1 month past due | 1,425 | 181 | ||
More than 3 months past due | 65 | — | ||
More than 6 months past due | 347 | 283 | ||
1,837 | 464 |
137 |
in Euro x 1,000 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 year | Over 5 years | Total | ||
Borrowings | — | — | (12,856) | — | (12,856) | ||
Lease liabilities | (1,897) | (1,791) | (6,378) | (1,877) | (11,943) | ||
Financial liability | — | (14,091) | — | — | (14,091) | ||
Trade payables | (8,628) | — | — | — | (8,628) | ||
Deferred government grant | (8,496) | — | — | — | (8,496) | ||
(14,614) | — | — | — | (14,614) | |||
(33,634) | (15,882) | (19,234) | (1,877) | (70,627) |
in Euro x 1,000 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 year | Over 5 years | Total | ||
Lease liabilities | (1,604) | (1,497) | (5,408) | (2,194) | (10,703) | ||
Trade payables | (4,714) | — | — | — | (4,714) | ||
Deferred government grant | (4,913) | — | — | — | (4,913) | ||
Other current liabilities | (7,123) | — | — | — | (7,123) | ||
(18,354) | (1,497) | (5,408) | (2,194) | (27,453) |
138 |
in Euro x 1,000 | 2022 | 2021 | ||
Equity attributable to owners of the parent | 81,128 | 50,026 | ||
Intangible assets | (1,974) | (1,835) | ||
Adjusted equity total | 79,154 | 48,191 | ||
Adjusted balance sheet total | 160,059 | 75,840 | ||
Adjusted solvency ratio | 49% | 64% |
139 |
140 |
in Euro x 1,000 | Leasehold improvements | Laboratory equipment | Hardware | Office furniture and equipment | Construction in progress | Total | ||
At 1 January 2021 | ||||||||
Cost | 25,364 | 34,519 | 3,174 | 2,127 | 4,060 | 69,244 | ||
Accumulated depreciation | (12,305) | (26,999) | (2,712) | (2,030) | — | (44,045) | ||
Net book amount | 13,058 | 7,521 | 463 | 97 | 4,060 | 25,198 | ||
Year ended 31 December 2021 | ||||||||
Opening net book amount | 13,058 | 7,521 | 463 | 97 | 4,060 | 25,199 | ||
Additions | 847 | 166 | 55 | 3 | 2,855 | 3,926 | ||
Disposals | — | (80) | — | — | — | (80) | ||
Transfers | — | 137 | — | — | (137) | — | ||
Accumulated depreciation on disposals | — | 59 | — | — | — | 59 | ||
Impairment charge | — | — | — | — | — | — | ||
Depreciation charge | (3,377) | (2,154) | (182) | (66) | — | (5,778) | ||
Closing net book amount | 10,528 | 5,649 | 336 | 34 | 6,777 | 23,325 | ||
At 31 December 2021 | ||||||||
Cost | 26,209 | 34,743 | 3,229 | 2,131 | 6,777 | 73,089 | ||
Accumulated depreciation | (15,682) | (29,094) | (2,893) | (2,096) | — | (49,765) | ||
Net book amount | 10,528 | 5,649 | 336 | 34 | 6,777 | 23,324 | ||
Year ended 31 December 2022 | ||||||||
Opening net book amount | 10,528 | 5,649 | 336 | 34 | 6,777 | 23,324 | ||
Additions | 48 | 21 | 75 | 76 | 43,006 | 43,226 | ||
Disposals | — | — | — | — | — | — | ||
Transfers | — | 107 | 3 | — | (110) | — | ||
Accumulated depreciation on disposals | — | — | — | — | — | — | ||
Impairment charge | (355) | (66) | (11) | (3) | — | (435) | ||
Depreciation charge | (3,501) | (2,018) | (161) | (42) | — | (5,721) | ||
Closing net book amount | 6,720 | 3,693 | 242 | 66 | 49,674 | 60,394 | ||
At 31 December 2022 | ||||||||
Cost | 25,902 | 34,804 | 3,296 | 2,204 | 49,674 | 115,880 | ||
Accumulated depreciation | (19,182) | (31,112) | (3,054) | (2,138) | — | (55,486) | ||
Net book amount | 6,720 | 3,693 | 242 | 66 | 49,674 | 60,394 |
141 |
(In Euro x 1,000) | Development costs | Software | Intellectual Property | License rights | Other | Total | ||
At 1 January 2021 | ||||||||
Cost | 2,159 | 7,193 | 433 | — | 1,064 | 10,848 | ||
Accumulated amortization and impairment | (2,159) | (7,163) | — | — | (967) | (10,289) | ||
Net book amount | — | 30 | 433 | — | 97 | 559 | ||
Year ended 31 December 2021 | ||||||||
Opening net book amount | — | 30 | 433 | — | 97 | 559 | ||
Additions | — | 6 | — | 1,326 | — | 1,331 | ||
Amortization charge | — | (36) | — | — | (20) | (56) | ||
Closing net book amount | — | — | 433 | 1,326 | 77 | 1,835 | ||
At 31 December 2021 | ||||||||
Cost | 2,159 | 7,199 | 433 | 1,326 | 1,064 | 12,180 | ||
Accumulated amortization and impairment | (2,159) | (7,199) | — | — | (987) | (10,345) | ||
Net book amount | — | — | 433 | 1,326 | 77 | 1,835 | ||
Year ended 31 December 2022 | ||||||||
Opening net book amount | — | — | 433 | 1,326 | 77 | 1,835 | ||
Additions | — | 174 | — | — | — | 174 | ||
Transfers | — | 77 | — | — | (77) | — | ||
Amortization charge | — | (35) | — | — | — | (35) | ||
Closing net book amount | — | 216 | 433 | 1,326 | — | 1,974 | ||
At 31 December 2022 | ||||||||
Cost | 2,159 | 7,450 | 433 | 1,326 | 987 | 12,354 | ||
Accumulated amortization and impairment | (2,159) | (7,234) | — | — | (987) | (10,380) | ||
Net book amount | — | 216 | 433 | 1,326 | — | 1,974 |
142 |
in Euro x 1,000 | 31-12-2022 | 31-12-2021 | ||
Properties | 9,893 | 9,372 | ||
Motor vehicles | 52 | 107 | ||
Total right-of-use assets | 9,945 | 9,479 |
in Euro x 1,000 | 31-12-2022 | 31-12-2021 | ||
Current lease liabilities | 1,897 | 1,604 | ||
Non-current lease liabilities | 10,046 | 9,099 | ||
Total Lease liabilities | 11,943 | 10,703 |
in Euro x 1,000 | 2022 | 2021 | ||
Properties | 2,323 | 1,842 | ||
Motor vehicles | 64 | 161 | ||
Total depreciation charge of right-of-use assets | 2,387 | 2,003 |
in Euro x 1,000 | 2022 | 2021 | ||
Interest expense included in finance cost | 316 | 230 | ||
Total interest charge on lease liabilities | 316 | 230 |
143 |
(In Euro x 1,000) | 31-12-2022 | 31-12-2021 | ||
Raw materials | 1,136 | 883 | ||
Work in progress | 431 | 355 | ||
1,567 | 1,238 |
(In Euro x 1,000) | 31-12-2022 | 31-12-2021 | ||
Trade receivables | 2,634 | 1,015 | ||
Less: Allowance for doubtful debt | (150) | (150) | ||
Social security and other taxes | 997 | 881 | ||
Prepayments: Non-current and current | 16,427 | 367 | ||
Contract assets | 2,379 | 3,514 | ||
Other receivables | 996 | 1,262 | ||
Non-current and Current portion | 23,283 | 6,888 |
144 |
(In Euro x 1,000) | 31-12-2022 | 31-12-2021 | ||
Cash at bank and on hand | 58,370 | 33,411 | ||
Restricted cash | 6,500 | 1,500 | ||
Cash and cash equivalents for cash flow purposes | 64,870 | 34,911 |
145 |
(In Euro x 1,000) | 31-12-2022 | |
Non-current assets | 61,993 | |
Non-current liabilities | (17,244) | |
Net non-current assets | 44,749 | |
Current assets | 21,995 | |
Current liabilities | (22,389) | |
Net current assets | (394) | |
Accumulated Non-Controlling interest | 10,042 |
(In Euro x 1,000) | 2022 | |
Revenue | 6,056 | |
Other Income | 3,660 | |
Net operating expenses | (16,633) | |
EBITDA | (6,917) | |
Loss for the period | (11,026) | |
Loss allocated to Non-Controlling interest | (1,970) |
(In Euro x 1,000) | 2022 | |
Cash flows from operating activities | 5,244 | |
Cash flows from investing activities | (42,366) | |
Cash flows from financing activities | 47,930 | |
Net increase in cash and cash equivalents | 10,808 |
146 |
Long-term Investment Plan | 2022 | 2021 | ||||
Number of awards | Weighted Average share price at grant date (in Euro) | Number of awards | Weighted Average share price at grant date (in Euro) | |||
Number of awards outstanding 1 January | 175,755 | 4.49 | 179,494 | 4.45 | ||
Number of matching shares forfeited | (7,737) | 2.50 | (3,739) | 2.93 | ||
Number of awards granted (including matching shares) | 145,172 | 3.07 | — | — | ||
Number of awards outstanding 31 December | 313,190 | 3.88 | 175,755 | 4.49 | ||
Grant date | Share price at grant date in Euro | Number of awards | ||
1 July 2017 | 10.50 | 5,418 | ||
16 March 2018 | 5.36 | 65,155 | ||
21 March 2019 | 2.64 | 16,681 | ||
14 May 2020 | 3.59 | 88,501 | ||
18 May 2022 | 3.07 | 137,435 | ||
At 31 December 2022 | 313,190 |
Grant date | Plan | Number of ESOP options granted | Exercise price in Euro per option | ||
19 May 2022 | ESOP | 459,000 | 3.07 | ||
30 December 2022 | ESOP | 61,000 | 3.65 |
Share Option | 2022 | 2021 | ||||
Number of options | Weighted Average exercise price (in Euro) | Number of options | Weighted Average exercise price (in Euro) | |||
Number of options outstanding 1 January | 2,717,985 | 2.52 | 2,500,324 | 2.44 | ||
Number of options exercised | (69,446) | 3.57 | (167,688) | 6.13 | ||
Number of options forfeited | (87,531) | 4.27 | (32,151) | 4.25 | ||
Number of options granted | 520,000 | 3.13 | 417,500 | 4.56 | ||
Number of options outstanding 31 December | 3,081,008 | 2.55 | 2,717,985 | 2.52 | ||
147 |
30 December 2022 | 19 May 2022 | ||
Exercise price | €3.65 | €3.07 | |
Volatility | 45% | 45% | |
Risk free interest rate | 2.51% | 1.03% | |
Dividend yield | — | — | |
Expected life | 7.6 years | 7.6 years | |
Early exercise rate | 5% | 5% |
In Euro | 31-12-2022 | 31-12-2021 | ||
Loss from continuing operations | (31,553,590) | (24,416,470) | ||
Loss for the period - basic | (31,553,590) | (24,416,470) | ||
Dilutive adjustments | — | — | ||
Loss for the period - diluted | (31,553,590) | (24,416,470) | ||
Weighted average number of ordinary shares -basic | 39,390,687 | 29,756,527 | ||
Number | ||||
Options per end of the year | 3,081,008 | 2,717,985 | ||
LTIP awards per end of the year | 313,190 | 175,755 | ||
Effect of anti-dilutive securities | 3,394,198 | 2,893,740 | ||
Weighted average number of shares - diluted | 39,390,687 | 29,756,527 | ||
In Euro | ||||
Earnings per share - basic | (0.80) | (0.82) | ||
Earnings per share - diluted | (0.80) | (0.82) |
148 |
(In Euro x 1,000) | 31-12-2022 | 31-12-2021 | ||
Trade payables | 8,628 | 4,714 | ||
Interest payable on borrowings | 182 | — | ||
Social security and other taxes | 776 | 360 | ||
Holiday pay and holiday days | 1,463 | 1,338 | ||
Contract liabilities | 1,623 | 1,328 | ||
Deferred government grants | 8,496 | 4,913 | ||
Other current liabilities | 10,569 | 4,096 | ||
31,738 | 16,750 |
In Euro x 1,000) | 2022 | 2021 | ||
Revenue recognized that was included in the contract liability balance at the beginning of the period | ||||
–Systems contracts | 287 | 110 | ||
–Services contracts | (14) | 385 | ||
–Renewable chemistries | — | — | ||
273 | 495 |
In Euro x 1,000) | 2022 | |
Balance as at 1 January 2022 | — | |
Debt Facilities drawdown | 12,750 | |
Effective Interest | 106 | |
Repayment of Debt Facilities | — | |
Balance as at 31 December 2022 | 12,856 |
In Euro x 1,000) | 31-12-2022 | |
Current Debt Facilities | — | |
Non-current Debt Facilities | 12,856 | |
Total Debt Facilities | 12,856 |
149 |
(In Euro x 1,000) | |||
Balance at 1 January 2021 | 145 | ||
Additional provision | 78 | ||
Unused amounts reversed | (21) | ||
Settlement of provision | — | ||
Used during the year | (5) | ||
At Balance at 31 December 2021 | 196 | ||
Balance at 1 January 2022 | 196 | ||
Additional provision | 79 | ||
Unused amounts reversed | (28) | ||
Used during the year | (12) | ||
Balance at 31 December 2022 | 236 |
In Euro x 1,000) | 2022 | |
Balance as at 1 January 2022 | — | |
Warrants issued | 11,250 | |
Fair value remeasurement | 2,841 | |
Balance as at 31 December 2022 | 14,091 |
150 |
2022 (in Euro x 1,000) | R&D Solutions services revenue | R&D Solutions systems revenue | Renewable Chemistry development agreements | Renewable Polymers agreements | Un- allocated revenue | Total | ||
Segment revenue | 2,904 | 8,397 | 100 | 6,056 | 369 | 17,826 | ||
Revenue from external customers | 2,904 | 8,397 | 100 | 6,056 | 369 | 17,826 | ||
Timing of revenue recog- nision | ||||||||
–At a point in time | — | 821 | 100 | 6,056 | 369 | 7,346 | ||
–Over time | 2,904 | 7,576 | — | — | — | 10,480 | ||
Total | 2,904 | 8,397 | 100 | 6,056 | 369 | 17,826 |
2021 (in Euro x 1,000) | R&D Solutions services revenue | R&D Solutions systems revenue | Renewable Chemistry development agreements | Renewable Polymers agreements | Un- allocated revenue | Total | ||
Segment revenue | 3,227 | 6,802 | 500 | 388 | — | 10,917 | ||
Revenue from external customers | 3,227 | 6,802 | 500 | 388 | — | 10,917 | ||
Timing of revenue recog- nision | ||||||||
–At a point in time | — | 599 | 500 | 388 | — | 1,487 | ||
–Over time | 3,227 | 6,203 | — | — | — | 9,430 | ||
Total | 3,227 | 6,802 | 500 | 388 | — | 10,917 |
151 |
(In Euro x 1,000) | 2022 | 2021 | ||
Grants recognised | 7,626 | 6,686 | ||
7,626 | 6,686 |
(in full time equivalent employees) | 2022 | 2021 | ||
R&D Solutions | 48 | 48 | ||
Renewable Chemistries | 69 | 69 | ||
Renewable Polymers | 63 | 55 | ||
Unallocated | 46 | 40 | ||
Total average number of FTE during the year | 226 | 213 |
(In Euro x 1,000) | 2022 | 2021 | ||
R&D Solutions | 2,326 | 2,705 | ||
Renewable Chemistries | (3,624) | (2,320) | ||
Renewable Polymers | (6,917) | (7,094) | ||
Total EBITDA of business segments | (8,215) | (6,708) |
152 |
(In Euro x 1,000) | 2022 | 2021 | ||
R&D Solutions | 11,301 | 10,029 | ||
Renewable Chemistries | 100 | 500 | ||
Renewable Polymers | 6,056 | 388 | ||
Unallocated items | 369 | — | ||
Total segment revenue | 17,826 | 10,917 |
(In Euro x 1,000) | 2022 | 2021 | ||
R&D Solutions | 279 | 279 | ||
Renewable Chemistries | 3,536 | 3,610 | ||
Renewable Polymers | 3,660 | 2,683 | ||
Unallocated items | 150 | 114 | ||
Total segment other income | 7,626 | 6,686 |
(In Euro x 1,000) | 2022 | 2021 | ||
Total EBITDA of business segments | (8,215) | (6,708) | ||
Amortisation | (35) | (56) | ||
Depreciation of property, plant and equipment | (5,721) | (5,778) | ||
Depreciation of right of use assets | (2,387) | (2,003) | ||
Impairment of property, plant and equipment (PPE) | (435) | — | ||
Finance costs - net | (2,448) | (495) | ||
Share based compensation | (1,114) | (828) | ||
Rent | (984) | (241) | ||
Fair value remeasurement | (2,841) | — | ||
Company overheads/other | (7,374) | (8,307) | ||
Loss before income tax from continuing operations | (31,554) | (24,416) |
(In Euro x 1,000) | 2022 | 2021 | ||
R&D Solutions | (332) | (396) | ||
Renewable Chemistries | (3,617) | (3,547) | ||
Renewable Polymers | (2,203) | (1,932) | ||
Unallocated items | (1,991) | (1,962) | ||
Total Depreciation and amortisation | (8,143) | (7,837) |
153 |
(In Euro x 1,000) | 2022 | 2021 | ||
Wages and salaries | 22,574 | 18,776 | ||
Government grants R&D (WBSO) | (3,791) | (3,316) | ||
Social security costs | 2,405 | 1,990 | ||
ESOP expense (note 13) | 808 | 828 | ||
LTIP awards expense (note 13) | 306 | — | ||
Pension costs - defined contribution plans | 1,099 | 948 | ||
23,401 | 19,226 | |||
Number of full time equivalent employees at the end of the year | 249 | 213 |
154 |
(In Euro x 1,000) | 2022 | 2021 | ||
Finance costs: | ||||
Net foreign exchange (gains) loss | 20 | 2 | ||
Interest current accounts | — | 120 | ||
Financing component of lease payments | 316 | 230 | ||
Interest on borrowings | 182 | — | ||
Other bank and commitment fees | 1,547 | — | ||
Effective interest | 106 | — | ||
Other finance costs | 288 | 144 | ||
Finance costs | 2,459 | 497 | ||
Finance income: | ||||
Interest current accounts | (12) | (2) | ||
Finance income | (12) | (2) | ||
Finance costs - net | 2,448 | 495 |
(In Euro x 1,000) | 2022 | 2021 | ||
Loss before tax | (31,554) | (24,416) | ||
Tax at applicable tax rate in the Netherlands of 25.8% (2021: 25%) | 8,141 | 6,104 | ||
Non-deductable expenses | 748 | 590 | ||
Subtotal | 8,889 | 6,694 | ||
Derecognition of deferred tax assets | (8,889) | — | ||
Tax profit as a result from revaluation of certain assets | — | (13,970) | ||
Utilisation of previously unrecognised deferred tax assets | — | 7,276 | ||
Tax charge | — | — |
155 |
156 |
(In Euro x 1,000) Management Board | Salary | Other benefits1 | Cash bonus | Investment share bonus | Share-based payments | Post-employee benefits | Severance payments | Total Remuneration | ||
T.B. van Aken | ||||||||||
2022 | 273 | 24 | 82 | 82 | 115 | 20 | — | 597 | ||
2021 | 268 | 25 | 78 | 78 | 114 | 20 | — | 584 | ||
B.J.J.V. Welten | ||||||||||
2022 | 240 | 24 | 51 | — | 31 | 28 | — | 374 | ||
2021 | 235 | 27 | 49 | 49 | 52 | 27 | — | 439 | ||
Total - 2022 | 513 | 48 | 133 | 82 | 146 | 48 | — | 971 | ||
Total - 2021 | 503 | 52 | 128 | 128 | 167 | 46 | — | 1,023 |
157 |
(In Euro x 1,000) | Annual fee2 | Share-based payments | Travel expenses | Total | ||||||
Supervisory Board member | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||
E. Moses | 90 | 79 | 22 | 51 | — | — | 112 | 130 | ||
M.G. Kleinsman | 50 | 50 | — | — | — | — | 50 | 50 | ||
M.B.B. Jou | 55 | 55 | 8 | 18 | — | — | 63 | 73 | ||
N. Björkman | 55 | 13 | 22 | — | — | — | 78 | 14 | ||
Total Supervisory Board members | 250 | 197 | 52 | 69 | — | — | 302 | 267 | ||
Former Supervisory Board members | ||||||||||
CA. Arnold | 14 | 48 | 9 | 40 | 3 | 5 | 26 | 93 | ||
G.E. Schoolenberg | 25 | 44 | — | — | — | — | 25 | 44 | ||
Total former Supervisory Board members | 39 | 92 | 9 | 40 | 3 | 5 | 51 | 137 | ||
158 |
159 |
(In Euro x 1,000) | Note | 2022 | 2021 | ||
ASSETS | |||||
Non-current assets | |||||
Financial fixed assets | 34 | 46,648 | 3,902 | ||
Receivables from group companies | 35 | 63,368 | 72,473 | ||
Right-of-use assets | 6,697 | 7,210 | |||
Other receivables | 9,000 | — | |||
Total non-current assets | 125,713 | 83,585 | |||
Current assets | |||||
Other receivables | 32 | 419 | |||
Cash and cash equivalents | 36 | 45,416 | 28,506 | ||
Total current assets | 45,448 | 28,925 | |||
Total assets | 171,162 | 112,510 | |||
EQUITY | |||||
Equity attributable to owners of the parent | |||||
Ordinary shares | 11 | 4,261 | 3,129 | ||
Share premium | 270,829 | 230,252 | |||
Other reserves | 11 | 12,785 | 11,936 | ||
Accumulated losses | (206,747) | (195,291) | |||
Total equity | 81,128 | 50,026 |
LIABILITIES | |||||
Non-current liabilities | |||||
Payables to group companies | 37 | 52,264 | 52,284 | ||
Provisions | 38 | 24 | 1,729 | ||
Borrowings | 39 | 12,856 | — | ||
Financial liability | 40 | 14,091 | — | ||
Lease liabilities | 7,904 | 8,028 | |||
Total Non-current liabilities | 87,139 | 62,040 | |||
Current liabilities | |||||
Trade payables | 263 | 229 | |||
Other current liabilities | 2,631 | 215 | |||
Total current liabilities | 2,894 | 444 | |||
Total liabilities | 90,034 | 62,484 | |||
Total equity and liabilities | 171,162 | 112,510 | |||
160 |
in Euro x 1,000 | 2022 | 2021 | ||
Other revenues | — | — | ||
Operating expenses | ||||
Employee benefit expenses | (822) | (848) | ||
Office and housing expenses | (9) | 13 | ||
Patent, license, legal and advisory expenses | (199) | (188) | ||
Reversal due for onerous contract | — | — | ||
Other operating expenses | (27) | (23) | ||
Depreciation, amortisation and impairment charge | (1,350) | (1,313) | ||
Operating loss | (2,407) | (2,359) | ||
Fair value measurement | (2,841) | — | ||
Finance costs - net | (467) | (382) | ||
Result before income tax | (5,715) | (2,741) | ||
Income tax expense | — | — | ||
Result subsidiaries | (23,868) | (21,676) | ||
Loss for the period | (29,583) | (24,416) |
161 |
162 |
(In Euro x 1,000) | Financial fixed assets | |
On 1 January 2021 | 31,585 | |
Share of loss in group companies | (3,651) | |
Other equity movements in subsidiaries | (24,032) | |
On December 31, 2021 | 3,902 |
(In Euro x 1,000) | Financial fixed assets | |
On January 1, 2022 | 3,902 | |
Share of loss in group companies | (14,624) | |
Other equity movements in subsidiaries | 57,370 | |
On December 31, 2022 | 46,648 |
(In Euro x 1,000) | 2022 | 2021 | ||
Group receivables outstanding 1 January | 72,473 | 44,300 | ||
Movements in receivables from group companies | (9,105) | 28,173 | ||
Group receivables outstanding 31 December | 63,368 | 72,473 |
(In Euro x 1,000) | 31-12-2022 | 31-12-2021 | ||
Cash at bank and on hand | 38,916 | 27,006 | ||
Restricted cash | 6,500 | 1,500 | ||
Cash and cash equivalents for cash flow purposes | 45,416 | 28,506 |
(In Euro x 1,000) | 2022 | 2021 | ||
Group payables outstanding 1 January | (52,284) | (51,896) | ||
Movements in payables to group companies | 19 | (387) | ||
Group payables outstanding 31 December | (52,264) | (52,284) |
163 |
(In Euro x 1,000) | Provisions | ||
On 1 January 2021 | (24) | ||
Share of loss in group companies | — | ||
Movements in provisions | (1,705) | ||
On December 31, 2021 | (1,729) |
(In Euro x 1,000) | Provisions | ||
On January 1, 2022 | (1,729) | ||
Share of loss in group companies | — | ||
Movements in provisions | 1,705 | ||
On December 31, 2022 | (24) |
In Euro x 1,000) | 2022 | |
Balance as at 1 January 2022 | — | |
Debt Facilities drawdown | 12,750 | |
Effective Interest | 106 | |
Repayment of Debt Facilities | — | |
Balance as at 31 December 2022 | 12,856 |
In Euro x 1,000) | 31-12-2022 | |
Current Debt Facilities | — | |
Non-current Debt Facilities | 12,856 | |
Total Debt Facilities | 12,856 |
in Euro x 1,000 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 year | Over 5 years | Total | ||
Borrowings | — | — | 12,856 | — | 12,856 | ||
— | — | 12,856 | — | 12,856 |
164 |
In Euro x 1,000) | 2022 | |
Balance as at 1 January 2022 | — | |
Warrants issued | 11,250 | |
Fair value remeasurement | 2,841 | |
Balance as at 31 December 2022 | 14,091 |
in Euro x 1,000 | Less than 1 year | Between 1 and 2 years | Between 2 and 5 year | Over 5 years | Total | ||
Financial Liability | — | 14,091 | — | — | 14,091 | ||
— | 14,091 | — | — | 14,091 |
(In Euro x 1,000) | 2022 | 2021 | |
Audit of the financial statements | 278 | 377 | |
Other audit procedures | — | — | |
Tax services | — | — | |
Other non-audit services | 1 | 1 | |
Total | 279 | 378 |
165 |
166 |
167 |
168 |
Materiality •Overall materiality: €1,000,000. | |
Audit scope •All group components were in scope, being Renewable Polymers, Renewable Chemistries and R&D Solutions business unit. We audited all group components as part of our audit. •For all components, the group engagement team performed the work. | |
Key audit matters The financing of and accounting implications of the construction of the FDCA Flagship Plant. |
169 |
Overall group materiality | €1,000,000 (2021: €750,000). | ||
Basis for determining materiality | We used our professional judgement to determine overall materiality. As a basis for our judgement, we used 3.2% of the result before income tax. | ||
Rationale for benchmark applied | We used the result before income tax as the primary benchmark, a generally accepted auditing practice, based on our analysis of the common information needs of the users of the financial statements. On this basis, we believe that the result before income tax is the most relevant metric for the financial performance of the company. |
170 |
Identified fraud risk | Our audit work and observations | ||
Risk of management override of controls In our audit we paid attention to the risk of management override of controls, including the risk of potential misstatements as a result of fraud in estimates. This included risks of potential misstatements due to fraud based on an analysis of potential interests of management. In this context we paid specific attention to tendencies in judgements and conclusions with respect to estimates as there could be incentives for and pressure on management to realize results as included in the budget. | We have, to the extent relevant to our audit, evaluated the design of the internal control environment that reduces the risk of breach of internal control. Also, we paid specific attention to user access management in the IT system. We selected journal entries based on risk criteria and conducted specific audit activities for these entries, as part of which we also paid attention to significant transactions outside the normal course of business. We also performed specific audit procedures regarding important management’s estimates as it relates to going concern, impairment assessment of property, plant and equipment, project cost estimates as well as government grants and share-based payments related estimates. In our assessment, we paid specific attention to the inherent risk of bias of the management on estimates. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to management override of controls. |
Identified fraud risk | |||
Risk of fraud in revenue recognition As part of our risk assessment and based on a presumption that there are risks of fraud in revenue recognition, we evaluated which types of revenue transactions or assertions give rise to the risk of fraud in revenue recognition. Avantium R&D Solutions Services & Systems is the company’s main revenue-generating business. Avantium recognises revenue over time or at point in time depending on the agreed contract performance obligations. There might be an incentive for management to shift revenue between the periods in order to satisfy stakeholders and/or reach KPIs outlined in compensation plans. We consider cut-off as an assertion relevant for the risk of fraud in revenue recognition for R&D Solutions service projects and testing systems. Revenue from Renewable Polymers Material offtake agreements consists of a €5 million non-refundable payment for technical due diligence procedures performed, and the sale of samples. Revenue for these transactions is recognized at a point in time and is not considered complex. Therefore, we did not identify a fraud risk in any assertion for this revenue stream. | Where relevant to our audit, we assessed the design of the internal control measures related to revenue reporting and in the processes for generating and processing journal entries related to the revenue. We have used a primarily substantive testing approach with respect to the cost to complete by performing procedures to compare actual hours with budgeted hours and to determine the progress of the contracts. In addition, we have performed substantive testing on revenue transactions around year-end. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to revenue recognition. |
171 |
172 |
Key audit matter | Our audit work and observations | ||
The financing of and accounting implications of the construction of the FDCA Flagship Plant Due to Avantium’s nature as a technology development company, with significant R&D expenses and net cash outflow year over year, the company remains focused on timely attracting additional external funding. The required funding depends on the progress made in the development of the various technologies of Avantium and strategic choices by management. Per April 2022, after Financial Close, Avantium needed to implement a number of accounting treatments new to the company. In March 31 2022 (financial close), Avantium secured debt financing with the first draw taking place in November 2022. The debt financing agreement with the consortium of banks included the issuance of warrants and a pledged equity reserve account. The total financing package includes significant amounts in equity by minority shareholders. Separately, Avantium has agreed to enter into a technical due diligence by Origin Materials Inc. which resulted in a €5 million non-refundable payment which significantly impacted the financials of Avantium Renewable Polymers B.V. and Avantium. We focused on this matter because of the significant focus on it by the Management Board throughout the year and because of the complexity of these new accounting treatments to Avantium. | We gained a complete understanding of the relevant accounting topics by having inquiries with members of the Management Board on a recurring basis throughout the year, reading minutes of the meetings of shareholders, those charged with governance and relevant committees, as well as inspecting agreements reached with the equity partners, engineering partner, banks and other investors for reference. We obtained position papers from the Management Board explaining the proposed accounting, presentation and disclosure of the relevant topics. We involved PwC IFRS experts to assist us in reviewing some of the position papers. We inspected the Debt Facilities agreement as included in note 16. We vouched the 2022 draw with the bank statements and recalculated the effective interest rate. The carrying amount of the bank loan approximates the fair value; the effective interest rate approximates the average interest rate. The warrants in note 18 are appropriately recognised under IFRS 9 Financial Instruments. We recalculated the initial recognition with the use of the agreement, without exception. We assessed that the fair value adjustment was correctly calculated with the share price at balance sheet date and recognised in the Statement of Comprehensive Income. We evaluated that the presentation and disclosure requirements for warrants under financial liabilities are appropriately applied. Based on IFRS 10 we agreed that Avantium N.V. maintains control over Avantium Renewable Polymers having 77.4% of the shares. The presentation and disclosure of the non-controlling interest within equity, Statement of Comprehensive Income, Cash Flow statement, accounting policies and the disclosure note are appropriate. The reserved cash as described in note 10 has been assessed. We evaluated management’s position paper on the classification of the balance. We agree with the conclusion that the funds are restricted cash and conclude the explanation in disclosure note 10 to be appropriate. The effect of this restricted cash for Avantium N.V. has been appropriately included in management’s going concern assessment. We concur with management, regarding the Origin Material technical due diligence transaction, that the calculations, accounting, presentation and disclosures are in line with the agreement and are performed in line with IFRS. |
173 |
174 |
175 |
176 |
177 |
178 |
179 |
180 |
181 |
Area | CR2030 goal | Material topic | GRI reference | SDG reference | SASB reference | CSRD |
Our technologies | Our technologies will deliver 1.5 million tonnes of CO2 savings across the chemical industry. | Environmental Impact of Our Technologies | GRI 305 Emissions | 3.9 12.4 | RT-CH-110a.1. RT-CH-110a.2 | ESRS E1 Climate Change |
We will become a circular business | Product Stewardship Circularity | 12.5 | ESRS E5 Resource Use and Circularity | |||
All our plant-based feedstock for Renewable Polymers and Renewable Chemistries will come from sustainable sources. | Sustainable Feedstocks | GRI 308 Suppliers Environmental Assessment GRI 414 Suppliers Social Assessment | 9.4 | ESRS S2 Workers in the value chain, ESRS Resource use and Circularity (E5-4) | ||
Our operations | All our plants will achieve an ISO45001 certification (healthy and safe working environment). | Occupational Health & Safety | GRI 403 Occupational Health and Safety | 3.9 | RT-CH-320a.2 | ESRS S1 Own Workforce (S1-14) |
We will send zero non- hazardous waste to incineration and landfill. | Health and well-being Non-Hazardous Waste Management Hazardous Materials Management | GRI 306 Waste | 3.9 12.5 | RT-CH-150a.1. | ESRS E5 Resource use and circular economy (E5-5) | |
Our own operations will achieve net-zero carbon emissions | Greenhouse Gas Emissions of Our Operations | GRI 305 Emissions | 12.4 | RT-CH-110a.1. RT-CH-110a.2. RT-CH-130a.1. | ESRS E1 Climate Change |
182 |
Area | CR2030 goal | Material topic | GRI reference | SDG reference | SASB reference | CSRD |
Our people | Avantium will be one the 10 best companies to work for in the Netherlands | Talent Attraction & Retention Health & Well-Being | GRI 2-7 Employees GRI 2-8 Workers who are not Employees GRI 404 Training and Education | 4.7 7a 8.5 | ESRS S1 Own Workforce | |
Diversity & Inclusion | GRI 405 Diversity and equal Opportunity | 5.5 8.2 8.5 | ESRS S1 Own Workforce (S1-9) | |||
We will have engaged 100,000 students about using chemistry to create a fossil-free | Next Generation of Scientists | GRI 404 Training and Education | 4.4 9.5 17.7 | |||
Our Leadership | All our advocacy will focus on transforming the chemical industry to becoming circular and fossil-free. | Climate Advocacy Climate-Related Regulation IP & Data Protection Responsible Licensing Stakeholder Engagement Corporate Partnerships | GRI 22-28 Strategy, policies and practices | 13.3 17.6 17.16 | RT-CH-530a.1 RT-CH-210a.1 | ESRS G1 Business COnduct (G1-5), ESRS S4 Consumers and end users |
183 |
184 |
Statement of Use | Avantium N.V. has reported the information cited in this GRI content index for the period 1 January 2021 to 31 December 2021 with reference to the GRI Standards | |||
Foundation 2021 | ||||
Disclosure | Location in annual report, corporate website or direct answer | |||
GRI 2: General Disclosures 2021 | 2-1 Organizational details | Financial Statements, Note 1 General Information (page 118) | ||
2-2 Entities included in the organization’s sustainability reporting | Financial Statements, Note 2.2.1 Subsidiaries (page 120) The Value We Created in 2022 (page 27) About This Report (page 3) | |||
2-3 Reporting period, frequency and contact point | About This Report (page 3) | |||
2-4 Restatements of information | None | |||
2-5 External assurance | About This Report (page 3) | |||
2-6 Activities, value chain and other business relationships | Who We Are (page 10) How we create value (page 17) The World Around Us (page 20) Our Strategy (page 24) Business Highlights 2022 (page 28) | |||
2-7 Employees | Our People (page 42) | |||
2-8 Workers who are not employees | Our People (page 42) | |||
2-9 Governance structure and composition | Corporate Governance (page 106) | |||
2-10 Nomination and selection of the highest governance body | Corporate Governance (page 106) Corporate Website: https://www.avantium.com/corporate-governance/ | |||
2-11 Chair of the highest governance body | Message from the CEO (page 8) Corporate Governance (page 106) | |||
2-12 Role of the highest governance body in overseeing the management of impacts | Corporate Governance (page 106) | |||
2-13 Delegation of responsibility for managing impacts | Corporate Governance (page 106) | |||
2-14 Role of the highest governance body in sustainability reporting | In-Control Statement (page 73) | |||
185 |
Statement of Use | Avantium N.V. has reported the information cited in this GRI content index for the period 1 January 2021 to 31 December 2021 with reference to the GRI Standards | |||
Foundation 2021 | ||||
Disclosure | Location in annual report, corporate website or direct answer | |||
2-15 Conflicts of interest | Responsible Business Principles (page 52) https://www.avantium.com/corporate-governance/#principles-policies-and-rules | |||
2-16 Communication of critical concerns | Risk and Opportunity Management (page 61) | |||
2-17 Collective knowledge of the highest governance body | Corporate Governance (page 106) | |||
2-18 Evaluation of the performance of the highest governance body | Corporate Governance (page 106) | |||
2-19 Remuneration policies | Remuneration Report 2022 (page 84) | |||
2-20 Process to determine remuneration | Remuneration Report 2022 (page 84) Corporate Governance (page 106) | |||
2-21 Annual total compensation ratio | Remuneration Report 2022 (page 84) | |||
2-22 Statement on sustainable development strategy | Message from the CEO (page 8) Our Strategy (page 24) | |||
2-23 Policy commitments | Our People (page 42) Responsible Business Principles (page 52) | |||
2-24 Embedding policy commitments | Our People (page 42) Responsible Business Principles (page 52) | |||
2-25 Process to remediate negative impacts | Risk and Opportunity Management (page 61) | |||
2-26 Mechanisms for seeking advice and raising concerns about ethics | Corporate Website: https://www.avantium.com/corporate-governance/ | |||
2-27 Compliance with laws and regulations | Corporate Website: https://www.avantium.com/corporate-governance/ | |||
2-28 Membership associations | Advocating for a Fossil-Free Industry (page 48) Stakeholder Engagement (page 49) Climate-Related Regulation (page 52) Corporate Partnerships (page 52) | |||
2-29 Approach to stakeholder engagement | Stakeholders and Materiality (page 22) Stakeholder Engagement (page 49) | |||
2-30 Collective bargaining agreements | At Avantium, there are no collective bargaining agreements | |||
GRI 3: Material Topics 2021 | 3-1 Process to determine material topics | Stakeholders and Materiality (page 22) Stakeholder Engagement (page 49) Avantium Materiality Assessment 2022 (page 172) | ||
186 |
Statement of Use | Avantium N.V. has reported the information cited in this GRI content index for the period 1 January 2021 to 31 December 2021 with reference to the GRI Standards | |||
Foundation 2021 | ||||
Disclosure | Location in annual report, corporate website or direct answer | |||
3-2 List of material topics | Avantium Materiality Assessment 2022 (page 172) References (page 174) | |||
3-3 Management of material topics | The Value We Created in 2022 (page 27) | |||
GRI 303: Energy 2021 | 3-3 Management of material topics | Reducing Emissions from Our Operations (page 41) | ||
302-1 Energy consumption within the organization | Reducing Emissions from Our Operations (page 41) | |||
302-4 Reduction of energy consumption | Reducing Emissions from Our Operations (page 41) | |||
GRI 305: Emissions 2016 | 3-3 Management of material topics | Reducing Emissions from Our Operations (page 41) | ||
305-1 Direct (Scope 1) GHG emissions | Reducing Emissions from Our Operations (page 41) | |||
305-2 Energy indirect (Scope 2) GHG emissions | Reducing Emissions from Our Operations (page 41) | |||
305-3 Other indirect (Scope 3) GHG emissions | Data not available yet, expecting to report from 2024 | |||
305-5 Reduction of GHG emissions | Reducing Emissions from Our Operations (page 41) | |||
305-7 Nitrogen oxides (NOx), sulfur oxides (SOx), and other significant air emissions | Reducing Emissions from Our Operations (page 41) | |||
GRI 306: Waste 2020 | 3-3 Management of material topics | Managing Waste from our Operations (page 40) | ||
306-1 Waste generation and significant waste-related impacts | Managing Waste from our Operations (page 40) | |||
306-2 Management of significant waste-related impacts | Managing Waste from our Operations (page 40) | |||
306-3 Waste generated | Managing Waste from our Operations (page 40) | |||
306-4 Waste diverted from disposal | Managing Waste from our Operations (page 40) | |||
306-5 Waste directed to disposal | Managing Waste from our Operations (page 40) | |||
GRI 308: Supplier Environmental Assessment 2016 | 3-3 Management of material topics | Using Sustainable Feedstocks (page 36) | ||
308-1 New suppliers that were screened using environmental criteria | Using Sustainable Feedstocks (page 36) | |||
GRI 401: Employment 2016 | 3-3 Management of material topics | Our People (page 42) Becoming a Top-10 Place to Work (page 43) | ||
401-1 New employee hires and employee turnover | Becoming a Top-10 Place to Work (page 43) | |||
401-3 Parental leave | Promoting Diversity, Equity and Inclusion (page 45) | |||
187 |
Statement of Use | Avantium N.V. has reported the information cited in this GRI content index for the period 1 January 2021 to 31 December 2021 with reference to the GRI Standards | |||
Foundation 2021 | ||||
Disclosure | Location in annual report, corporate website or direct answer | |||
GRI 403: Occupational Health and Safety 2018 | 3-3 Management of material topics | Providing Safe and Healthy Workplaces (page 39) https://www.avantium.com/safety-first/ Labour and Human Rights (page 53) | ||
403-1 Occupational health and safety management system | Providing Safe and Healthy Workplaces (page 39) https://www.avantium.com/safety-first/ Labour and Human Rights (page 53) | |||
403-2 Hazard identification, risk assessment, and incident investigation | Providing Safe and Healthy Workplaces (page 39) | |||
403-4 Worker participation, consultation, and communication on occupational health and safety | Works Council (page 43) Health and Well-Being (page 43) Providing Safe and Healthy Workplaces (page 39) | |||
403-5 Worker training on occupational health and safety | Providing Safe and Healthy Workplaces, Practices and Protocols (page 39) | |||
403-6 Promotion of worker health | Health and Well-Being (page 43) | |||
403-9 Work-related injuries | Providing Safe and Healthy Workplaces, Accidents and Incidents (page 39) | |||
GRI 404: Training and Education 2016 | 3-3 Management of material topics | Becoming a Top-10 Place to Work (page 43) | ||
404-2 Programs for upgrading employee skills and transition assistance programs | Performance Management and Training (page 43) | |||
404-3 Percentage of employees receiving regular performance and career development reviews | Performance Management and Training (page 43) | |||
GRI 405: Diversity and Equal Opportunity 2016 | 3-3 Management of material topics | Promoting Diversity, Equity and Inclusion (page 45) | ||
405-1 Diversity of governance bodies and employees | Promoting Diversity, Equity and Inclusion (page 45) | |||
405-2 Ratio of basic salary and remuneration of women to men | Promoting Diversity, Equity and Inclusion (page 45) | |||
GRI 414: Supplier Social Assessment 2016 | 3-3 Management of material topics | Using Sustainable Feedstocks (page 36) | ||
414-1 New suppliers that were screened using social criteria | Using Sustainable Feedstocks (page 36) | |||
188 |
189 |
190 |
191 |
If you have any questions or remarks regarding this report, we invite you to contact us. | ||
Avantium N.V. | ||
P.O. Box 2915 1000 CX Amsterdam | ||
The Netherlands | ||
Tel. +31 20 586 8080 | ||
E-mail [email protected] | ||
Website www.avantium.com | ||
Published on 22 March 2023 | ||
Design and Execution | ||
CF Report, Amsterdam, the Netherlands Pieter Vonk, Utrecht, the Netherlands | ||
Editors | ||
Avantium N.V., Amsterdam, the Netherlands Narrative Labs, The Hague, the Netherlands | ||
Project Support and Advice | ||
Report Company, Soest, the Netherlands | ||