Annual and Sustainability Report 2022
For
moments
of joy
p. 10
Strategic priorities
Cloetta is a proud provider of joyful moments – our brands
and products bring fun and joy to memorable occasions.
We are convinced that our consumer focus is the basis for
Cloetta to grow and our brands to flourish. We will meet the
future as a united organisation – One Cloetta – with a
winning culture and passionate way of working.
Growth
leader ship in
Branded
packaged
products
s
1
2
3
Sustain-
ability
Sustainable value
within the Pick & mix
business
Lower costs
and greater
efficiency
p. 20
A sweeter
future
Cloetta’s sustainability agenda,
“A sweeter future”, focuses on
creating joy and long- lasting value
For You, For People and For the
Planet. The initiatives within the
sustainability agenda cover topics
all across the value chain where
Cloetta has the ability to make
an impact.
Strategies driving
penetration
Cloetta is executing various strategies
to accelerate brand growth and advance
the consumer base. This includes exploit
adjacent segments, attract younger
consumers and maximise innovations.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
Climate journey
During 2022, we made progress towards our science-
based targets through our company-wide Climate
Action Programme. In this programme, different work-
streams contribute to emission reduction activities
and plans across all scopes. The ambition is to keep
our footprint from contributing to a global increase in
temperature beyond 1.5°C.
Contents
About Cloetta 2
2022 in brief 4
Words from the President
6
Targets & strategy
8
Long-term financial targets 8
Sustainability targets and ambitions 9
Strategic priorities 10
New greenfield facility 12
Market & consumer
14
The market 14
Consumer trends and behaviors 16
Understand and excite the consumer 18
Strategies driving penetration 20
Sustainability
22
Our Agenda 23
For You 24
For People 26
For the Planet 28
Value chain 34
Main markets
36
Share & shareholders
41
7 reasons to invest in Cloetta 41
Frequently asked questions to Cloetta 46
Financial performance
47
Net sales and profit 47
Financial position 50
Cash flow statement 52
Future outlook 53
Environmental impact and environmental
management
53
Statutory sustainability report 53
Risks & Corporate Governance
54
Risks and risk management 54
Letter from the Chairman 59
Corporate Governance Report 60
Remuneration of the Group Management Team 66
Internal control over financial reporting 68
Board of Directors 72
Group Management Team 74
Financial reports
77
Consolidated financial statements 78
Parent Company financial statements 117
Proposed appropriation of earnings 126
Auditor’s report 127
Ten-year overview 132
Key ratios 134
Reconciliation of alternative
performance measures
136
Materiality & other
138
Materiality and impact 138
EU Taxonomy reporting 142
GRI Content index 147
Auditor’s Limited Assurance Report 150
Glossary 151
Definitions 152
Our history 154
Shareholder information 156
The audited Annual Report for Cloetta AB (publ) 556308-8144 consists of
the administration report and the accompanying financial statements on
pages 47–126. The Sustainability Report in accordance with GRI Stand-
ards is defined in the GRI Index on pages 147–149 and is limited assured by
PwC. The definition of the statutory sustainability report can be found on
page 53. While every care has been taken in the translation of this Annual
and Sustainability Report, readers are reminded that the original Annual
and Sustainability Report, signed by the Board of Directors or in European
Single Electronic Format (ESEF), is in Swedish. The Annual and Sustaina-
bility Report in ESEF is published on www.cloetta.com.
p. 30
p. 12
New greenfield facility
In 2022, Cloetta took the decision to invest in a new
greenfield facility in the Netherlands. The investment
will enable significant cost savings, facilitate further
growth and reduce greenhouse gas emissions.
1
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Cloetta Annual and Sustainability Report 2022
Content & >>
introduction
1862
Founded in
2,600
Employees
>
50
Countries
7
Factories
SEK 6.9bn
Net sales
10.1 %
Operating profit margin, adjusted
2
25%
*
Pick & mix
75%
*
Branded packaged
products
Business segments
*) of net sales
About Cloetta
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
2 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
We believe in the
Power of True Joy
Cloetta’s net sales
By Category
62%
Candy
19%
Chocolate
10%
Pastilles
5%
Chewing gum
2%
Nuts
2%
Other
By Country
30%
Sweden
21%
Finland
14%
The Netherlands
9%
Denmark
7%
Norway
6%
The UK
6%
Germany
7%
International Markets
Cloetta, founded in 1862, is a leading confectionery company in Northern Europe. Our products are
sold in more than 50 countries worldwide with Sweden, Finland, Denmark, Norway, the Netherlands,
Germany and the UK as the main markets. We own some of the strongest brands on the market, such
as Läkerol, Cloetta, CandyKing, Jenkki, Kexchoklad, Malaco, Sportlife and Red Band. Cloetta has seven
production units in five countries and the company’s class B-shares are traded on Nasdaq Stockholm.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
3Cloetta Annual and Sustainability Report 2022
Content & >>
introduction
Operating profit, adjusted
SEKm
0
50
100
150
200
Q4Q3Q2Q1
2021 2022
Free cash flow
SEKm
–150
–75
0
75
150
225
300
375
2022
2021
Q4Q3Q2Q1
2021 2022
Net sales
SEKm
2,000
1,500
1,000
500
0
0
500
1000
1500
2000
Q4Q3Q2Q1
2021 2022
Key ratios
SEKm 2022 2021 2020 2019 2018
Net sales 6,869 6,046 5,695 6,493 6,218
Operating profit (EBIT), adjusted 691 571 495 743 677
Operating profit margin (EBIT margin), adjusted, % 10.1 9.4 8.7 11.4 10.9
Operating profit (EBIT) 466 565 442 727 660
Operating profit margin (EBIT margin), % 6.8 9.3 7.8 11.2 10.6
Profit before tax 343 558 383 648 562
Profit for the period 275 472 265 498 483
Earnings per share, basic, SEK 0.96 1.64 0.92 1.74 1.69
Earnings per share, diluted, SEK 0.96 1.64 0.92 1.74 1.68
Net debt/EBITDA, x 1.9 2.0 2.8 2.2 2.3
Free cash flow 305 664 366 538 444
Cash flow from operating activities 519 858 641 724 628
2022 in brief
4 Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
Q1
• The Board proposes a dividend of SEK 1.00 (0.75) per
share.
• Cloetta employees make private monetary donations
to Ukraine, which Cloetta doubles through a matching
contribution programme.
• New Net Revenue Management programme launched.
Q3
• Cloetta steps up commitment to climate action with
approved science-based targets.
• Cloetta hosts a digital investor event.
• Cloetta receives an award for best Sustainability report
2021 alongside two other Mid Cap listed companies on
Nasdaq Stockholm.
Q4
• The Board decides to proceed with the investment in
a new greenfield facility in the Netherlands.
• Cloetta executes a Halloween campaign for CandyKing
in collaboration with the Nordic video on-demand
service SF Anytime.
• Cloetta repurchases own B-shares as part of its long-
term incentive plan.
Q2
• Dividend of SEK 1.00 per share is approved by the AGM
and paid out.
• Cloetta announces plans to invest in a new sustainable
greenfield facility in the Netherlands to enable growth
and accelerate margin expansion.
• Cloetta prolongs existing and signs new profitable
Pick & mix contracts.
5Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
How would you summarise the year 2022?
Needless to say it was a turbulent year
with major consequences from the war in
Ukraine which led to a lot of focus on the
supply chain, raw materials, energy and
general cost inflation.
At the same time, our business pro-
gressed very well – under the circumstances
– and we were able to deliver on our strate-
gic agenda when it comes to cost control and
pricing while retaining healthy volumes.
Our Branded packaged products contin-
ued on its growth path, now eight quarters in
a row. This was thanks to great innovations
and marketing support leading to stronger
loyalty to Cloetta’s core brands. I believe
this loyalty is really a great strength not the
least during times when pricing is and will
be needed.
With a combination of pricing, cost con-
trol and volume growth we were also able
to improve the profitability within the Pick
& mix business while outperforming the
market growth. The key to success here is to
work closely together with our customers to
make Pick & mix an important part of the
store strategy and consumer experience. We
believe we can contribute to the store of the
future, meeting trends on individualisation
and plastic free packaging, and improve the
in-store experiences with even stronger
visual merchandising.
What was the most important
achievement during the year?
Well, I am proud that we early on saw the
new tough economic environment com-
ing and that we accordingly made our plans
on pricing in time. We have also been very
transparent with our customers regarding
our pricing strategy, which is based on
implementing price increases to balance the
higher costs for raw material, packaging and
energy prices in absolute terms. We have
not tried to improve our own profitability at
their expense and I believe this has led to the
fact that our customers trust us.
Another priority I would like to mention
is the work we have put in over the last four
to five years to premiumise our brands,
making them more clear, innovative and
more supported. This year’s results prove
that our work was well worth it – stronger
brands leads to higher value.
Which important steps did you take
within your sustainability agenda?
There is a huge enthusiasm within the group
on the whole sustainability agenda and our
clear action plan. An important step we took
in this area was to put the strategic respon-
sibility on these issues under the marketing
department, taking the consumer angle into
consideration in every decision we make.
Another large step we took this year was the
approval of our science-based targets, where
we have identified areas where Cloetta can
contribute the most to reduce our carbon
emissions with 46 per cent by 2030. It is
necessary to make progress and work closely
with our customers, suppliers and other
parties in order to reach our targets. In five
to ten years there will be no room on the
shelves for our products any more if we do
not take action in this area.
What was the most important decision
during the year?
Short-term I would say pricing, and long-
term the new greenfield facility.
Cloetta has been on a journey for some
time to make its production more ecient.
To give some perspective, historically a lot
of the smaller plants in Europe were closed
or transferred to other factories in Ljungs-
bro or Levice. In the mid-European markets
that process has not taken place yet, so there
are still some benefits from creating scale in
these markets. On top of that we have now
seen many years of growth in our core candy
business, and are starting to run out of our
own capacity. One path to consider could be
to turn to third party suppliers, but that is an
expensive alternative and there is not a lot of
capacity available in Europe.
We have evaluated various options,
focusing on cost savings and extra capacity,
and eventually found a strong rationale to
build a new site in our core business region.
In addition, with a new site we can make
it sustainable in every aspect and with the
latest technology. We have a long-term per-
spective and do realise this is a big invest-
ment for Cloetta – we will do our utmost
to continuously choose the most attrac tive
solutions along the way and inform the
investor community on the progress
and its eects.
What are your greatest challenges?
The economic environment in which we oper-
ate has yet again changed dramatically. We
have to navigate in an environment with high
inflation, high interest rates and lower dispos-
able income among consumers – and it will be
a big adaption for us to navigate through that.
But challenges will remain. There will
Words from the PresidentWords from the President
A year of strong sales and
improved profitability
This year’s
results prove
that our work
was well worth
it – stronger
brands leads to
higher value.
6 Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
possibly be a recession, which means that
we can not only look at pricing as a tool in a
tough economy – but also cost savings and
making our operations even more efficient.
I would like to point out the defensive char-
acter of this business and good results from
previous economic crises – people tend to
keep on buying candy. Even though people
might be cutting down on other areas, we
will of course still be impacted, but we are
fairly adaptable. It will be dependent on how
strong your brand is – and the dierentiation
you are able to make. Brand is everything –
strong brands with innovation and pricing
power will be winners.
And your greatest opportunity?
Our basis is strong, and we will continue to
execute on our strategy.
1. Growth in the Branded packaged product
business by continuously improving our
commercial strategy, we are certainly not
at the end of that.
2. Pick & mix towards an EBIT margin of
5-7 per cent in the medium-term, carry-
ing all allocated costs. The key drivers to
reach that are more volume, premiumisa-
tion, the eect from full pricing and
cost control.
3. Eciency in our factories and cost con-
trol. The new greenfield facility will
help us in this direction but we also work
through our Perfect Factory programme
in all the other plants.
There are still a lot of improvements to
make within the existing business to reach
our financial targets. We will of course focus
on growing our high-margin pastilles and
chewing gum categories and continue to
grow our International Markets, that
is showing fantastic growth. We have
opportunities in Germany and the UK with
a lot of consumers and where we are still
quite small.
What is focus going forward?
Cloetta has a very strong position and there
are still many ways to strengthen our busi-
ness. We have been steering in a good way
through 2022, and we will continue to do so.
We are still expecting a lot of inflation to
come through, so balancing pricing and cost
will still be the major theme during 2023.
We will continue to adjust our commercial
strategy to the economic environment and
give the consumers value.
In short, we will keep on executing on our
strategy: building stronger brands, deliver
sustainable value in Pick & mix and bring
our cost down and eciency up. Although
dark clouds in the sky – people tend to buy
candy in all times. It is a relatively small
amount of money you spend that gives you
great moments of joy.
Stockholm, March 2023
Henri de Sauvage-Nolting
President and CEO
Our more
ambitious
sustainability
agenda will be
the base of our
business and
change our way
of working in
the coming
years.
7Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
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introduction
Targets
Long-term financial targets
Organic sales growth
Cloetta’s long-term target is to grow organically by 1–2 per cent,
which is in line with or better than the market.
Comment on the year’s outcome: Organic growth was 10.0 per cent. Sales of Branded
packaged products increased organically by 6.8 per cent, driven by pricing enabled
by the strengthening of our core brands and strong in-store execution. Sales of Pick &
mix increased organically by 21.1 per cent driven by efforts to premiumise the offering,
increased consumer activation as well as pricing.
EBIT margin
Cloetta’s long-term target is an adjusted
EBIT margin of at least 14 per cent.
Comment on the year’s outcome: The adjusted EBIT margin amounted to 10.1 (9.4) per
cent. The increase was driven by strong pricing execution, positive mix and cost savings,
partly offset by higher input cost.
Net debt
Cloetta’s long-term target is a net debt/EBITDA ratio
of around 2.5x.
Comment on the year’s outcome: In 2022, Cloetta delivered very strong cash flow,
resulting in a net debt/EBITDA of 1.9x, well below the long-term target of 2.5x.
Dividend policy
Cloetta’s policy is to have a dividend payout ratio
of 40 to 60 per cent of profit for the year.
Comment on the year’s outcome: The Board of Directors of Cloetta AB proposes to
distribute a dividend to the shareholders of SEK1.00 (1.00) per share for the 2022 financial
year corresponding to 104 per cent (61) of profit for the year, equal to 63 per cent of the
profit for the year excluding impact of the impairment and provisions and other items
affecting comparability relating to the greenfield facility. The dividend proposal is in line
with the Board's previously expressed ambition to continue to propose a stable dividend
in line with 2021 and is supported by a healthy cash flow and strong balance sheet.
Net sales and
organic sales growth
SEKm %
8,000
6,000
4,000
2,000
0
-8000
-6000
-4000
-2000
0
2000
4000
6000
8000
-1 2
-9
-6
-3
0
3
6
9
12
20222021202020192018
Net sales Organic sales growth
EBIT and margin, adjusted
SEKm %
0
100
200
300
400
500
600
700
800
0
2
4
6
8
10
12
14
16
20222021202020192018
EBIT, adjusted EBIT margin, adjusted
Net debt/EBITDA
SEKm x
2,400
2,000
1,600
1,200
800
400
0
0
400
800
1200
1600
2000
2400
0
1
2
3
20222021202020192018
Net debt, SEKm Net debt /EBITDA, x
Dividend policy (share of profit)
%
0
20
40
60
80
100
2022
*
2021202020192018
* Adjusted for items affecting comparability
relating to the new greenfield facility.
Target
2.5x
Target
≥14%
Target
40–60%
Target
1–2 %
8 Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
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performance
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<< Content &
introduction
Sustainability targets and ambitions
For You
•
100 per cent non-artificially colored and flavored candy and pastilles by 2023
•
Offer sugar-free, less sugar and options with functional ingredients
•
Offer more vegan options
•
Lead the world in xylitol products for healthier teeth
Comment on the year’s outcome: We reached approximately 90 per cent non-artificially colored
and flavored candy and pastilles, and will continue to source non-artificial ingredients where
possible. We remain on track with offering more vegan options and options with less or no sugar.
For People
•
Continue to work towards zero work-related accidents
•
Cloetta engagement survey to be in line with the global benchmark by 2025
•
All Cloetta markets running a purpose driven community engagement initiative by 2025
•
Maintain existing partnerships and initiate a new collaboration to improve living conditions
in our supply chain by 2025
Comment on the year’s outcome: Team efforts toward safety awareness and a safe working
environment contribute to outstanding results, reflected in our Lost time incident rate (LTIR) which
surpasses our target. Targets set for 2025 were also formulated during 2022 to better implement
our strategy in social sustainability.
For the Planet
•
46 per cent absolute greenhouse gas emissions reduction by 2030 compared to
2019 base year emissions
•
100 per cent recyclable packaging by 2025
•
100 per cent packaging from renewable sources or recycled materials by 2030
•
Engage all key suppliers to set their own emission reduction targets by 2025
•
With palm oil-based vegetable oils continue to source 100 per cent RSPO certified
segregated palm oil
•
Maintain 100 per cent Rainforest Alliance certified cocoa
Comment on the year’s outcome: Approved science- based targets and improved Cloetta Climate
Action Programme. CO
2
e reduced with 7 per cent compared to 2019 baseline. Maintained 90 per
cent recyclable packaging depending on volumes. PlantPack accounting for approximately 3 per
cent more of packaging compared to 2021.
15%
Non-sugar
and less sugar
products
23%
Vegan
candy
Lost time incident rate (LTIR)
Number
0
2
4
6
8
20222021202020192018
Target
2023
GHG emissions*
tCOe (Scope 1, 2, 3)
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
0
50000
100000
150000
200000
250000
300000
350000
Scope 3
Scope 2
Scope 1
2022202120202019
Scope 1 Scope 2 Scope 3
Target
2030
*The data for GHG emissions has been presented
in a new way compared to previous years and now
is in alignment with our science-based targets. .
9Cloetta Annual and Sustainability Report 2022
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markets
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introduction
Strategic priorities
Cloetta is a proud provider of joyful moments – our brands and products
bring fun and joy to memorable occasions. We are convinced that our
consumer focus is the basis for Cloetta to grow and our brands to flourish.
We will meet the future as a united organisation – One Cloetta – with a
winning culture and passionate way of working.
Cloetta aims to strengthen its position as the
leading confectionery company in Northern
Europe within the candy, chocolate, pas-
tilles, chewing gum and nuts categories as
well as in the Pick & mix segment. Our aim
is to grow 1–2 per cent organically, which
is in line with or better than the market,
on our core markets as well as to deliver
fast growing international sales through
the expansion of selective brands. We will
continuously develop new innovative oer-
ings and strengthen the e-commerce focus.
Furthermore, we aim to achieve an adjusted
EBIT margin of at least 14 per cent, by recov-
ering the impacts from Covid-19, including
volumes and value within Pick & mix as well
as profitable growth and product mix within
Branded packaged products. In addition, we
will continue to drive cost savings and e-
ciency activities throughout the entire value
chain, including through the investment in a
new greenfield facility.
Organic sales growth in
Branded packaged products
Change from previous year, %
0
2
4
6
8
10
12
Q4Q3Q2Q1Q4Q3Q2Q1
2021 2022
Organic sales
growth in Pick & mix
Change from previous year, %
-40
-20
0
20
40
60
80
Q4Q3Q2Q1Q4Q3Q2Q1
2021 2022
Cloetta’s strengths
• Strong leading local
brands.
• Core markets in stable
Northern Europe.
• Strong European leader
in Pick & mix.
• Scale benefits in Northern
Europe versus local
competition.
• Route-to-market scale
in core markets.
• Locally tailored
innovations.
Mid-
term
*) Operating profit margin, adjusted
14%
Covid-19 recovery and strategic
building blocks to deliver margin
expansion
Road to 14 %
11.4%
*
10.1%
*
2022
≥14%
*
2019
Covid-19
recovery;
Pick & mix
volumes and
value
Covid-19
impact
Covid-19
recovery;
Branded
mix
Perfect
factory
Net
revenue
manage-
ment
Greenfield
facility
Swedish
Pick & mix
business
at break-
even
VIP+
cost
reduction
P&M to reach EBIT margin of 5–7%
Operating profit margin, adjusted
1–2%
1%
5–7%
2018 2022 Mid-term
• Margin focus
• Volume gains
• Perfect Factory
• Decompression*
Swedish
Pick & mix
business
at break-
even
Covid-19
impact
Input
cost
inflation
Pricing
Full
pricing
Volume
recovery
& margin
focus
*) Refers to the positive effect on margins that will arise when input costs stabalise or decrease.
10 Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
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performance
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reports
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<< Content &
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1
Growth leadership in
Branded packaged
products
We have a clear strategy for growth for
Branded packaged products which
focuses on both the core operations and
the Group’s strong brands, well posi-
tioned to respond to the growing con-
sumer trends demanding local brands
and innovative offerings with a conscious
and sustainable approach. As branded
packaged products have an EBIT margin
above the Group average, this segment is
important for Cloetta to be able to reach
its long-term profitability target. We will
also continue to recover the mix within the
segment to secure strong profitability.
Achievements 2022
In 2022, Branded packaged products
continued its growth path – delivering
eight quarters of sequential growth by
year-end. This was achieved mainly
through successful marketing and strong
innovation initiatives that enabled solid
pricing execution in an inflationary envi-
ronment. We also continued to focus on
recovering sales of high-margin products
such as chewing gum and pastilles, with
improvements seen towards the end of
the year. During the year, we continued to
invest in our core brands, new products
and flavours, which allow Cloetta’s brands
to valorise by delivering higher value to the
consumer and the retail trade. Stand-out
results from our innovations include the
launch of Tupla Crispy Puffs in Finland as
well as Ahlgrens bilar Gröna bilar, the first
product in our assortment with the CO
2
footprint on the pack. We also expanded
our food tech innovations by launching
our fruit-based candy into new markets,
in new variants and under new brands.
2
Sustainable value
within the Pick &
mix business
Pick & mix is an important consumer
market as it goes hand in hand with
underlying consumer trends such as
individualism and sustainable pack-
aging. The segment is also of impor-
tance for our customers as it increases
in-store traffic and impacts our ability
to sell other categories. From its strong
market position Cloetta has good
opportunities to develop the category
and thereby drive profitability and
growth, with the ambition to reach an
EBIT margin in the range of 5–7 per
cent in the medium-term.
Achievements 2022
Our actions taken within the Pick & mix
segment is starting to show results,
with seven consecutive quarters of
profitable volume growth. Important
events during the year include the
relaunch of the Parrots concept in
Sweden with a new visual expression.
In Finland, the differentiated premium
offer, “CandyKing – The premium mix”
was rolled-out on a broader scale,
with very positive reception from cus-
tomers and consumers. Furthermore,
our e-commerce pilot for Pick & mix in
Denmark, Slikekspressen, recorded
strong growth. We also secured the
extension of contracts in several of
our markets, proving the attractive-
ness of our CandyKing concept to the
retailers also after significant price
increases. We will continue to focus
on creating sustainable value within
the segment, through a combination of
pricing, continued margin-enhancing
initiatives and volume.
3
Lower costs
and greater
efficiency
Cloetta needs to invest to continue to
grow. This includes both increasing
marketing investments for Branded
packaged products as well as adapting
to changing consumer and customer
demand. Cloetta’s efficiency pro-
grammes, together with strengthened
corporate culture and processes in
One Cloetta, are important drivers to
improve the overall profitability which
allows future investments.
Achievements 2022
Our efficiency programmes contin-
ued according to plan during the year,
with the VIP+ cost programme still pro-
tecting the 1 per cent EBIT margin the
programme previously delivered. We
also launched our new Net Revenue
Management programme in our largest
markets, to bring the same efficiency
focus to pricing and trade spend as we
have on cost.
During the year we made progress
on our Perfect Factory programme and
also took the decision to invest in a new
greenfield facility in the Netherlands.
The investment will enable significant
cost savings, facilitate further growth
and reduce greenhouse gas emissions.
You can read more about the invest-
ment on page 12.
Three business models
within Pick & mix
56%
Full concept
24%
Bulk
20%
Trade own
Strategic priorities
Growth
leadership
in Branded
packaged
products
Lower costs
and greater
efficiency
Sustain-
ability
Sustainable value
within the Pick & mix
business
1
2
3
Full concept Includes branding, assortment, fixtures and
in-store merchandising
Bulk Bulk sales to other pick & mix concepts or sales
of individual products
Trade own Similar to the full concept but products are
sold under the retailer’s own private brands
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New greenfield
facility
In 2022, Cloetta took the decision to
invest in a new greenfield facility in the
Netherlands and consequently to close
the three current confectionery factories
in Turnhout, Belgium, and Roosendaal,
the Netherlands. The investment will
enable significant cost savings, facilitate
further growth and reduce greenhouse
gas emissions.
Cloetta’s foundation: core candy brands
The foundation of our business is the core
candy brands, including wine gums, mixed
bags and foam products with above average
growth rates and margins, constituting
about 46 per cent of Cloetta’s total sales
volumes. Following market-beating volume
growth for several years, the in-house
capacity utilisation for core candy is con-
strained. With the market expected to accel-
erate, and the Cloetta demand forecasted to
increase by another 12,000 tonnes by 2032,
there is a clear need for extra production
capacity of core candy.
The Netherlands
*) Core candy includes; wine gums, mixed bags, foam.
**) Source: GlobalData. Sugar Confectionery; DK, FI, GE, NL, NO, SE; UK weighted volume.
***) Assumes growth in line with the market.
60 kt
70 kt
46%
Core candy
*
54%
Other candy and categories
Cloetta sales volumes, %
ktonnes, %
Core candy historical
and expected future growth
ktonnes
Market
CAGR
2018 –
2022
1.1 %
**
Market
CAGR
2022 –
2026
1.3 %
**
2018 2022 2027 2032
RTM
56 kt
60 kt
72 kt
(68 kt)
***
66 kt
1.9
Cloetta CAGR
2018 – 2022 RTM
Alternatives evaluated
Cloetta has evaluated a wide range of
alternatives for a sustainable manufac-
turing that meets the future demand
against the following criteria: savings,
growth, sustainability, risk and capex.
Alternatives explored include upgrading
current facilities, acquisition of a man-
ufacturer, co-manufacturing, divesture
of the existing business and investing in
a greenfield facility in a low-cost market.
The conclusion is that investing in a new
greenfield facility in the Netherlands
and closing three existing plants is the
most attractive alternative, meeting all
important criteria for Cloetta’s future
development.
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Financials
In connection to an investor event in Stock-
holm on September 27 2022, Cloetta shared
the following expectations. The investment
is expected to generate a total annual EBIT
delivery of SEK 220- 260m, including quan-
tified insourcing and enabled growth:
• SEK 160-180m through savings and initial
growth of ~3,000 tonnes by 2026
• SEK 20m through identified insourcing
of ~3,500 tonnes by 2026
• SEK 40-60m through continued growth
of ~6,000 tonnes by 2032
The savings will be enabled by a more e-
cient layout and higher automation, which
allows for headcount reduction. Further-
more, the consolidation of three manufac-
turing sites into one reduces the number
of management teams and indirect com-
ponents. Savings will also be derived from
reduced waste and energy consumption in
the new greenfield facility. Current inflation
levels would increase the savings and has not
been included in the estimates.
The net increase in capex to create a new
network is estimated at SEK 1.9bn during
2023–2032 compared to historical levels,
as the greenfield investment of SEK 2.5bn
will result in avoided capex of SEK 0.6bn.
Financing through new credit facilities,
totaling EUR 160m, has been arranged
for by Cloetta’s existing banking group at
competitive rates that are marginally
higher than on existing facilities.
Key facts
• Focus on core candy: wine gums, mixed bags, foam
• Planned facility size: ~ 45,000 m
2
over 2 levels
– Enables 15,000 tonnes
extra capacity
– Highly automated
– Net decrease of ~ 150 FTEs
– 4 process lines
– New and upgraded
packaging lines
– New kitchen, utilities and
cleaning system
– R&D capabilities
– Space for future expansion
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The confectionery market
The total market for confectionery in
Cloetta’s main markets amounts to approxi-
mately SEK 285 bn (271).
The confectionery market is relatively
insensitive to economic fluctuations and
shows stable growth that is driven primarily
by population trends and price increases.
Market recessions aect us mainly through
general price pressure from the retail trade
and increased competition from the trade’s
own private labels. Due to high cost infla-
tion, the prices of confectionery categories
in 2022 increased by 6-10% in our main
markets. Private labels still account for
a relatively small share of confectionery
compared to other grocery products.
Consumption patterns
Confectionery is one of the most impulse
driven categories in the retail trade. Up to
80 per cent of purchasing decisions are made
at the point of sale. Brand, availability, and
product placement are significant success
factors. The European confectionery market
is characterised by strong consumer loyalty
to local brands. Shoppers however rarely
buy only one brand but rather tend to have
a few brands in their purchasing repertoire.
The main considerations when buying are
brand, flavour, quality, and curiosity about
new products.
Consumption patterns and taste
preferences vary between the dierent
markets. For example, compared to the
rest of Europe, the Nordic region has a
higher per capita consumption of chocolate
and candy.
Competitive market
The global market for confectionery is
dominated by international companies
like Mars, Mondelēz International, Nestlé,
Ferrero, Perfetti Van Melle, Haribo and
Lindt & Sprüngli. However, in the local
markets these meet tough opposition from
players with locally established brands
such as Cloetta, Fazer, Orkla and Toms.
No player has a strong position across
all European markets. Consolidation
of the confectionery industry is taking
place gradually.
Pick & mix
The pick & mix segment has a very strong
position in the Nordic countries and accounts
for a large share of the total confectionery
consumption, while the consumption of
pick & mix is considerably lower in Central
Europe where packaged candy and chocolate
have a stronger position. In Sweden, pick
& mix normally accounts for 30 per cent of
the total confectionery market, while in the
other Nordic countries it accounts for 5 to
15 per cent. Due to the Covid-19 pandemic,
pick & mix has lost market shares, however,
is back to growth in 2022.
The nut market
Cloetta is also active in the nut market via
the brands Nutisal in packed business and
Parrots in pick & mix. The total nut market
in the Nordic region is worth around
SEK5bn, and the private labels of the retail
trade account for approximately one third of
the total market in value and 40 per cent in
volume. In Cloetta’s main markets, the nut
market is experiencing annual growth of
1–2 per cent in volume. However, in the past
The market
The confectionery market is traditionally divided into candy,
chocolate, pastilles and chewing gum. Cloetta is active in all
these categories, as well as in the nuts category.
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Cloetta’s sales channels
Grocery retail trade
One of Cloetta’s most
important sales ch annels,
typically covered by
central agreements at a
national level.
Development
The grocery retail trade
has undergone exten-
sive consolidation and
restructuring over the
past ten years, with
increasingly fewer and
larger stores. Concentra-
tion in the grocery trade
is high in the majority of
European markets, which
means that the channel
can place high demands
on its suppliers.
Service trade
One of Cloetta’s most
important sales channels,
characterised by gener-
ous opening hours, cen-
trally located in the form
of convenience stores
and filling stations.
Development
Over the past decade,
confectionery sales to
the service trade have
decreased, primarily
due to the presence of
fewer filling stations, but
also because the service
trade has developed its
own snack alternatives
that compete with con-
fectionery. Service trade
faced a big hit due to the
pandemic and the related
restrictions and decrease
in people mobility, how-
ever it has gradually been
moving back to normal
levels during 2022.
E-commerce
Cloetta’s fastest growing
sales channel, with a mix
of both established and
new players. Younger
target groups with con-
venience as main driver.
Development
Over the last decade,
FMCG e-commerce in
Europe has experienced
strong growth further
fuelled by the pandemic.
Key accelerators are tech-
nology-based solutions
such as mobile shopping
and quick payment meth-
ods. In recent years, fast
delivery retailers have
established a new way
of shopping, quick com-
merce, with home delivery
of groceries in less than
30 minutes.
Other channels
Includes cinemas,
building supply stores,
airports, and arenas. This
channel often requires
support in developing its
confectionery sales.
Development
In recent years, this
channel has broadened
to also include non-tradi-
tional confectionery sales
channels such as building
supply stores, furniture,
and appliance stores,
hotels, and bars.
Breakdown of raw materials
and packaging costs, %
24%
Packaging
14%
Sugar
10%
Syrups
8%
Cocoa
8%
Gelatine
7%
Milk products
5%
Fats and waxes
5%
Polyols
19%
Other raw material
Cloetta’s largest cost items in production are raw materials
and packaging. We collaborate closely with our largest raw
material suppliers, for example through automated order
and delivery processes that are adapted to the raw material
consumption in each factory.
Index of key commodities
used by Cloetta
Index
90
100
110
120
130
140
150
Dec
Nov
Oct
Sep
Aug
Jul
Jun
May
Apr
Mar
Feb
Jan
90
100
110
120
130
140
150
Dec
Nov
Okt
Sep
Aug
Jul
Jun
Maj
Apr
Mar
Feb
Jan
Source: Mintec, EUWID, Kingsman.
Raw material prices increased significantly in 2022.
The confectionery market
63%
Chocolate
30%
Candy incl. pastilles
7%
Chewing gum
few years the growth has been around 4 per
cent a year in value due to price increases and
a shift to the premium product category.
Raw material and packaging
The prices of Cloetta’s most important raw
materials are set on the European commod-
ities exchange, either directly, as is the case
for cocoa, or indirectly such as with glucose
syrup, the price of which is influenced by
the price of wheat and barley. This means
that our purchasing costs for these items are
dependent on market pricing. Cloetta has
a central purchasing department that can
carry out more eective purchasing, both
by consolidating and by using local pur-
chasing opportunities. As a rule, the central
purchasing department pre-purchases the
most important raw materials so that raw
materials are available for the equivalent of
six to nine months of production. This also
creates predictability in prices and finan-
cial outcomes since price changes aect our
purchasing costs with a certain delay. In this
way, we usually avoid temporary price swings
in the commodities market. Furthermore,
in a high inflationary environment, Cloetta’s
strategy is to protect its profitability by
compensating for all input costs in absolute
terms, also including packaging, freight
and energy costs, through price increases
towards its customers as well as cost savings
and reducing overall energy consumption.
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Consumer trends
and behaviors
Cloetta continuously monitors market trends at
macro and micro levels through market research,
category and trend reports, social listening and
various trackers. Keeping track of trends provides
valuable information for us to feed into the devel-
opment of new ideas and concepts.
Greater
individualisation
Consumers increasingly wish to satisfy
their individual needs. This means that
they want the option of both choosing
products, and also having access to
products and services that are individ-
ualised and can be adapted to different
occasions.
Cloetta’s response
Pick & mix is a good example of a
concept that is individualised, and a
category in which we are a leading
market player. The CandyKing-concept
relaunch has made it a more relevant
and appealing offering and has given
consumers exciting new options on
the pick & mix shelf, through exclusive
collaboration with suppliers. Cloetta
also consistently works on different
packaging sizes and formats to cater
for different occasion needs, such as
The Jelly Bean Factory providing a
range of different formats, spanning
from smaller “grab and go”– sachets,
to larger sharing & gift jars.
Responsibility for
the environment
and human rights
One of the key trends is the interest
in the impact of food production on
the environment and the social condi-
tions of the producer. Suppliers have
responded to consumer demand for
information; above all in terms of the
origins of raw materials, the farmers’
working conditions, quality, and farming
methods, by introducing different types
of labelling and certifications.
Cloetta’s response
During 2022, Cloetta continued driv-
ing several programmes within these
areas that aim to make a real impact
in the world. In partnership with the
Rainforest Alliance, we contribute to
The Living Income Fund that bridges
the living income gap by making extra
payments directly to cocoa farmers.
Science Based Targets initiative (SBTi)
approved Cloetta’s targets to reduce
direct and indirect carbon emissions
by 46 per cent by 2030 compared to
the base year of 2019. As an example
of our commitment, we also calculated
the climate footprint for a selection of
our products, involving the first steps of
more data collection and engagement
with our suppliers.
Health
Consumers are increasingly looking
for natural raw materials with positive
health benefits. Additives of various
types and artificially produced sub-
stances are being questioned in favour
of natural ingredients. E-numbers are
being replaced with the name of the
additive in plain language. Natural sugar
and natural sweeteners like xylitol and
stevia are preferred to artificial sweet-
eners. Less sugar and fewer calories
are another important aspect that
consumers are demanding.
Cloetta’s response
We are working to remove artifi-
cial flavourings and colourants from
our assortment. They will be entirely
replaced by natural fruit and plant
extracts in our candy products. Cloetta
provides alternatives in the form of
sugar- free products, products with less
sugar and products that are naturally
free from sugar, giving consumers the
opportunity to choose. We also use the
natural sweetener xylitol in brands such
as Jenkki, Mynthon and Läkerol Dents.
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E-commerce and
digital channels
increasingly
important
E-commerce is in general growing
across all sectors, including the gro-
cery retail trade, and growth has been
fuelled further by the Covid-19 pan-
demic. Despite turbulent times in
2022, grocery e-commerce is midterm
expected to grow to a significant size
in several key markets. Online sales in
confectionery are still lower than for
other consumer product categories
but have more than doubled in Cloetta’s
core markets compared to before the
pandemic.
Cloetta’s response
E-commerce is one of our key focus
areas. Cloetta’s e-commerce strategy
is focused on growth through a dynamic
channel that matches our strong offline
shares in online trade. Online grocery
market maturity differs depending on
the markets. This means that Cloetta
sets clear priorities for where and how
to drive e-commerce including mobile
image optimisation, e-trade marketing
activation and dedicated online prod-
uct development. We are constantly
developing new marketing tools to get
noticed and end up being the preferred
brand in a shopping cart.
Superior sensory
experiences
With the increased exposure to social
media platforms where consumers
share consumption experiences, and
the need for affordable escapism, con-
sumers are seeking heightened sen-
sory experiences from their food. This
is driving companies to regularly launch
exciting new flavours and textures.
Cloetta’s response
With our strong brands acting as a trust-
worthy ambassador for novel taste
sensations, 2022 brought exciting
taste experiences to consumers. For
example, in 2021 Venco Choco D’rop
launched in the Netherlands, with the
product offering a great mix of real
Dutch liquorice and exclusive choco-
late. In 2022 the assortment doubled,
moving from five to ten different flavour
combinations. Another example is Fin-
land’s most popular chocolate bar Tupla
expanding into Tupla Crispy Puffs bag
that contains crispy and crunchy wheat
puffs with the same cocoa nougat found
in the original Tupla bars.
Local, genuine
and transparent
brands
Local brands with a strong history are
favoured by consumers. This became
even more apparent during the pan-
demic, when consumers reverted far
more to traditional and familiar brands.
Authenticity and transparency are key
for brands to deliver in order to earn
consumer trust.
Cloetta’s response
In all core markets, we have some of
the strongest local brands that con-
sistently deliver joy and fun moments in
consumers’ daily lives. We continue to
invest in local brands and develop them
in accordance with consumer trends
whilst ensuring they meet consumer
expectations. To earn consumer trust
and to truly deliver genuine brands, we
work continuously to ensure all prod-
ucts meet high quality standards and
provide clear and transparent informa-
tion about the contents of the products
on the packaging and our website.
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Understand and excite
the consumer
Consumer centricity is our long-term passion and commitment to satisfy consumer
needs. Consumer and market insights are a key source of input for our product
development, marketing and branding. It is important to understand all parts of the
consumer journey in order to provide brands and products that are liked, purchased and
consumed. Our strategic efforts are centered around the following three key areas.
Share of working media vs.
non-working media
%
0
10
20
30
40
50
60
70
80
90
100
Non-working media
Working media
20222021202020192018
Working media Non-working media
We focus on
accelerating
marketing return
on investment
with increased
emphasis on the
largest brands
of the brand
portfolio.
The consumer in the spotlight
Cloetta continuously monitors market
trends to gain valuable information to feed
into the development of new ideas and con-
cepts, see pages 16–17. Cloetta tests dier-
ent hypotheses, concepts and prototypes
to ensure our oerings resonate well with
consumers, and that there is a good fit with
Cloetta’s brands.
By evaluating the physical products,
consumers provide essential feedback to
our innovation team which subsequently
improves the product recipes to fully meet
consumers’ preferences before launch. We
manage and make use of our own consumer
panel to eciently conduct product tests,
establishing a direct line with consumers,
which supports the improvement of our
current products as well as the development
of new ones.
We closely follow the health of our
brands through advanced tracking tools
based on specific KPIs to systematically
follow the eect of our marketing activities
and new launches. The high frequency of
data points ensures a thorough understand-
ing of the brand performance and enables
quick and eective actions when needed.
Strategic product development
Product development is one of the key driv-
ers to win new consumers and drive brand
health while dierentiating in the market.
On an ongoing basis we introduce product
extensions such as launches of new flavours,
textures and packaging as well as adaptions
to local needs on already existing product
lines. A product that is successful in one
market can be launched in another market
under an existing local brand.
To ensure valorisation and competitive
edge, we focus on fewer but bigger innova-
tions every year to provide truly new taste
and ingredient experiences based on key
consumer insights. It enables us to enter new
market segments, grow categories, be margin -
accretive and launch these innovations cross
markets to ensure synergies of scale.
Brand and category leadership
Good availability and visibility in stores,
alongside strong brands with high recogni-
tion and trial, are critical to confectionery
sales in retail. Cloetta’s continuous develop-
ment and care of its brands, together with a
strong sales force, are of vital importance.
We focus on accelerating market-
ing return on investment with increased
emphasis on the largest brands of the brand
portfolio. Cloetta’s ten largest brands
account for more than half of the Group’s
sales. For each brand there is an individual
development plan aimed at continuously
developing and strengthening the brand.
One overarching ambition is to ensure
that the marketing investments we make
are eective in driving incremental sales
and brand equity for the long-term. This
involves creating the right impactful content
combined with a suitable media channel
mix, which must be carefully developed and
planned ahead of each campaign, based on
the defined performance objectives.
Cloetta typically combines marketing
activities with in-store campaigns. New
products are normally given sales support
through campaigns, events, in-store activi-
ties and advertisements to reach consumers
as quickly as possible.
Over the last years, eciency gains have
enabled us to increase the share of market-
ing that is visible to the consumers, reaching
close to 70 per cent in 2022 helping us to
invest competitively.
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Finally,
the weekend
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Exploit adjacent segments
– Tupla Crispy Puffs
Chocolate candy bags value sales, Kesko
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
0
200000
400000
600000
800000
1000000
1200000
1400000
1600000
1800000
Tupla crispy pu
Others
09/202208/202207/2 0 2 206/202205/202204/202203/202202/202201/2022
Other Tupla Crispy Puffs Source: Cloetta Finland POS data Sep-Oct 2022
Strategies driving
penetration
Cloetta is executing various strategies to
accelerate brand growth and advance the
consumer base. The following three cases
are examples of how we successfully grow
consumer penetration and consecutively
grow our brands.
The launch of Tupla Crispy Pus in Finland during
2022 is an example of how an iconic chocolate bar
brand was able to expand into a new adjacent chocolate
bag segment – growing total sales.
During the initial launch period the following was seen
for the Tupla brand:
• Household penetration grew with over 50 per cent
• The repurchase rate exceeded targets
Tupla Crispy Pus increased the chocolate bag
market segment at Kesko, one of Cloetta’s customers
in Finland. At the same time a new consumer range
was added to the brand.
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Attract younger consumers – Läkerol Lemon
Läkerol Lemon is a new taste of Läkerol that was introduced
during 2022, with the aim to reach younger consumers that
prefer fruity flavors.
Since the launch of Läkerol Lemon flavor, the Läkerol
Classic showed an overall growth of 10 per cent in Sweden.
80 per cent of this sales increase was driven by the new
launch of Läkerol Lemon. Furthermore, shopper data shows
that the largest growth rates were seen among the younger
target groups.
Läkerol Lemon helped increasing the Läkerol Classic
incremental sales while at the same time recruiting the
younger target groups up to 44 years.
Fruit-based candy was developed to meet strong consumer demand for more
natural ingredients in confectionery. Our first products were launched in
Sweden and Finland in 2021. Using the learnings and insights following
the introduction, Cloetta developed an innovation roadmap to attract more
consumers and fuel the growth of the range. In 2022 a new variant which
combines fruit and liquorice was successfully launched. The fruit-based
candy range is sold in all Nordic markets and in the Netherlands under our
local brands Gott & Blandat/Godt & Blandet, Aakkoset and Red Band.
The fruit-based candy range has helped to recruit new consumers to our
brands and doing so, increased market share of the brand.
Division of Läkerol Lemon and Läkerol Classic per household
Households
0
5
10
15
20
25
Läkerol Classic
Läkerol Lemon
>7465–7455-6445–5435–4425–34
Läkerol Lemon Läkerol Classic
Maximise innovations
– Fruit-based candy
Market share value, Sweden, %
7.9
10.0
Fruit-based candy,
Fruit and Liquorice
Fruit-based candy,
Berry and Fruit + Tropical
Gott & Blandat ex.
Fruit-based candy
W45 2021–
W16 2022
W17–W40
2022
Source: Nielsen, Sweden, Sugar confectionery, DVH+SVH.
8.7
8.5
17.3
18.9
19.3
19.0
15.1
18.0
14.0
18.6
19.7
19.8
Source: ICA Selfserve data, w 7-45, 2022, % Households vs Age Group
Source: Nielsen, P2 to P11 22, DVH+SVH+LPH, VS%, Total Pastilles and ICA Selfserve data, w 7–45, 2022, % Households vs Age Group.
21Cloetta Annual and Sustainability Report 2022
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Sustain-
ability
Our agenda “A Sweeter Future” focuses on creating joy and long-lasting value For You,
For People and For the Planet. During 2022, progress flavored each area in a different way,
including setting concrete targets for our sustainability initiatives, establishing means of
reporting on the KPIs, developing our vegan strategy, enriching the social impacts in our
supply chain through our partnerships, and activating teams across the organisation to
work towards our science-based targets.
As a signatory participant of the UN Global Compact since 2009, we support the Sustain-
able Development Goals (SDGs), both directly and indirectly through our work in our three
pillars. As a fast moving consumer goods business with a global value chain we have chosen
to focus on the following six Sustainable Development Goals; Responsible Consumption
and Production (#12), Gender Equality (#5), Decent Work and Economic Growth (#8),
Climate Action (#13), Life on Land (#15) and Partnerships for the Goals (#17).
22 Cloetta Annual and Sustainability Report 2022
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23Cloetta Annual and Sustainability Report 2022
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Our Agenda
A Sweeter Future reflects the most important topics where Cloetta impacts
the economy, environment, and society. The importance of our topics is deter-
mined by the degree of impact caused by our activities throughout the value
chain and how much the issues impacts our business strategy.
For YouFor PeopleFor the Planet
When it is time for life’s sweetest moments, Cloetta delivers the best. From the most
indulgent sweets to healthier treats, Cloetta is always innovating to bring joy to all tastes.
Approach:
Our consumers are at the center of our business
and their needs drive our product innovation. All
this while ensuring safe, high quality, transpar-
ently labeled and trusted products.
Targets and ambitions:
• 100 per cent non-artificially colored and flavored candy
and pastilles by 2023
• Offer sugar-free, less sugar, as well as options with
functional ingredients
• Offer more vegan options
• Lead the world in xylitol products for healthier teeth
In the world’s sweetest business, making a real impact is the key. From local communities
to employees, farmers and societies, Cloetta strives to provide joyful moments, prosperous
working lives and responsible involvement.
Approach:
Our internal programmes focus on health, safety,
and well-being for our employees. Participating
in impact-focused partnerships and dialogues
works towards improving living conditions in our
supply chain. Through community involvement
and marketing our products in a responsible way,
we set a positive example.
Targets and ambitions:
• Continue to work towards zero work-related accidents
• Cloetta Engagement survey to be in line with the global
benchmark by 2025
• All Cloetta markets running a purpose driven community
engagement initiative by 2025
• Maintain existing partnerships and initiate a new
collaboration to improve living conditions in our
supply chain by 2025
A healthy planet is the source of all our ingredients – and securing true joy for the future. We make sure
to use resources efficiently, lower our climate impact and work towards our science-based target.
Approach:
Climate Action, Sustainable Sourcing, and
Less and Better Packaging are our three main
priorities in improving our footprint. Within these,
we work towards improving the environmental
performance of our suppliers, assessing topics
like biodiversity, energy usage, waste, and
emissions in our own operations but also in our
supply chain.
Targets and ambitions:
• 46 per cent absolute greenhouse gas emissions reduction
by 2030 compared to 2019 base year emissions
• 100 per cent recyclable packaging by 2025
• 100 per cent packaging from renewable sources or
recycled materials by 2030
• Engage all key suppliers to set their own emission reduction
targets by 2025
• With palm oil-based vegetable oils, we will continue to source
100 per cent RSPO segregated certified palm oil
• Maintain 100 per cent Rainforest Alliance
certified cocoa
p. 28
p. 26
p. 24
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For You
Our consumers are at the center of our business, which is why we work
towards meeting their diverse needs, but also ensuring safe, high quality,
transparently labelled and trusted products.
Trusted quality
To ensure the safety and quality of our prod-
ucts, Cloetta fulfils environmental and food
safety requirements, for example through
BRC and ISO certifications. All factories
have a product safety system and work pro-
actively to ensure more satisfied customers
and fewer product complaints.
Listening to consumer trends
Consumers are voicing needs for more natu-
ral raw materials with their health in mind.
Cloetta’s discovery platforms and innovation
teams work to find ways to provide options
that meet these changing tastes while still
staying true to our product oering.
How we meet them
Innovating for the future is a key success
factor in order for Cloetta to stay in tune
with consumers’ changing demands. By pro-
viding options to the classic favorites, we
see an increasing interest in vegan options,
for example with Kexchoklad Vegan and
Gott & Blandat. We develop lower-sugar
or
sugar-free alternatives for our major
brands. Options that support health can be
found in the nut portfolio as well as in the
xylitol oering - all to ensure that consum-
ers can enjoy Cloetta while having a healthy
and active lifestyle. Cloetta has prioritised
increasing the proportion of natural ingre-
dients in our products. As we take product
quality seriously at Cloetta, we only replace
artificial ingredients with non-artificial
colors and flavors when we are convinced
that we can satisfy consumers and maintain
the highest quality. For some flavors and
colors, we have not found a suitable replace-
ment that meets our demands. We will
continue to source non-artificial colors
and flavors when possible.
SDG commitment
Responsible Consumption and
Production is at the core of
A Sweeter Future, especially in
this focus area. We take respon-
sibility for product quality and
food safety, we source sustain-
able ingredients and we provide
options that consider consum-
ers’ health.
Progress towards targets during 2022
•
Introduced more vegan options,
now amounts to 23 per cent of our
candy portfolio
•
Nearly 90 per cent non-artificial colors
and flavors in our candy and pastilles
•
Launched fruit-based candy variants, which
contains 50 per cent fruit and licorice
Risks
•
Brand-related risks resulting in
decreased sales
•
Consumer dietary preferences changing,
allergic reactions
•
Gaps between research findings and
consumer perceptions
•
Political decisions such as sugar taxes
•
Supply chain challenges limiting access
to raw materials
24 Cloetta Annual and Sustainability Report 2022
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Lakerol YUP:
Love all flavours
Because joy looks different for our consumers
in many different moments, we want to offer
our consumers more options, including sugar-
free and vegan treats. YUP pastilles offers a
sweet moment for any day of
the week with 100% natural
colors and flavours, vegan,
and sugar-free ingredients.
YUP’s limited edition, Love
all flavours, partnered with
RFSL Ungdom to support
and contribute to their work
toward the vision: “a world
filled with love and respect
where all HBTQIA youths
are, live and express
themselves how they
themselves want.”
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For People
Taking care of the people involved in our products extends beyond the walls
of our factories and offices. Engaging in partnerships and collaborating with
organisations allows us to support farmers and improve living conditions
throughout our supply chain.
Employees
Our employees are essential to making any
of our goals a reality. Initiatives involving
our employees address areas that we con-
sider essential for a meaningful, creative and
joyful work environment. Priorities include
competence development, equal pay, non-
discrimination, parental leave as well as men-
tal health advice and well-being initiatives.
The programmes are in place within our
HR organisation. We measure our employee
engagement through a survey, this year with
a response rate of 81 per cent. Our results
compared to the Leadership and Engagement
Indices have improved since last year, but we
still do not meet the benchmark within all
functions. We see a very strong link between
great leadership and high engagement. There-
fore, we continue to develop leadership train-
ings such as the Cloetta Leadership Academy.
Values
Cloetta’s values help us – as a diversified pool
of people with dierent skills, experiences,
aspirations and dierent personal values
steer the company in the same direction.
Our four values are Focus, Passion, Team-
play and Pride.
Health and safety
Health and safety in the workplace is fun-
damental to Cloetta. Our health and safety
work focus on two areas. First, we are
working to reduce physical risks in all work
places. Second, our focus is on promoting
an occupational health and safety mindset.
SDG commitment
We continue to contribute directly to
SDGs 5, 8, 12 & 17. Gender equality
(5) and decent work and economic
growth (8) are important in our own
operations as well as in our supply
chain. Through our partnerships
we are able to strengthen these
impacts (17). Responsible consump-
tion & production (12) is at the core
of our responsible marketing prac-
tices and our societal impact.
Progress towards targets during 2022
•
Continued our health and safety culture jour-
ney focusing on structural risk reduction and
increased awareness
•
In 2022 more than 230 managers participated in
different leadership trainings
•
Maintained existing partnerships empowering
women sourcing shea and enabling living income
for cocoa farmers
•
Updated our Responsible Marketing guidelines &
set targets to address our community involvement
Risks
•
Workplace incidents
•
Breaches of human and labor rights
in our supply chain
•
Non-conformities to responsible
marketing practices
•
Employee turnover, loss of talent
26 Cloetta Annual and Sustainability Report 2022
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Society
engagement
To work towards our goal to be a positive
role model, we practice responsible market-
ing across all our markets by following the
guidelines from the EU Pledge regarding
marketing towards children. We create
joyful and meaningful moments with our
community involvement, meeting dierent
needs and deepening our relationships and
connections within our local communities.
Our partnerships with NGOs and sup-
pliers help us reach the people growing the
raw materials. During 2022, we prioritised
eorts where we can influence real change
together via our partnerships: enabling
living income for cocoa farmers and empow-
ering women who are harvesting shea in
WestAfrica.
Community involvement: Smil fund
Community involvement builds on Cloetta’s legacy of positively impacting our sur-
rounding environment. One example of this is our partnership with the SMILfonden (the
Smile foundation). Their aim is to increase the quality of life for children with serious
chronic diseases by offering them and their families a community and opportunities to
find joy together in moments that offer a break from their challenging conditions. They
host social activities in hospitals, summer camps, networking trips and counseling,
among other activities.
Cloetta Denmark has supported the SMILfonden since its beginning in 2014, as the
first contributor and sponsor. We continue to sponsor many of the above-mentioned
events both by donating products, volunteering and with financial support. Our com-
pany values come to life through this collaboration that brings true joy.
The outcome of 2022 shows that the health
and safety strategy and roadmap supports
the culture journey towards zero incidents
and a preventative state.
Lost time accidents (LTA) have
decreased by 45 per cent compared to the
2021 result. The number of LTAs in 2022
was 6, compared to 11 in 2021. The lost
time incident rate (LTIR) has decreased
by 47 per cent compared to the 2021 result.
The rate for 2022 was 2.3, compared to
4.3 in 2021.
At Cloetta, we have a health and safety
management system that covers all Cloetta
factories and oces. All our employees,
temporary personnel, consultants and
visitors are part of our health and safety
management system where the core is to
identify hazards and risks and report all
type of incidents. Risk assessments are
conducted for every part of operations on
an annual basis and in conjunction with
changes (e.g., moving premises, new tools,
changes to working methods or prior to
hiring a contractor). Preventative actions
are based on risk level and are prioritised,
implemented, and followed up by the
responsible function in collaboration
with safety representatives and the
HSE function.
Investigation of incidents are managed
by our HSE alert process that supports us
in finding the root cause and take appro-
priate actions. Base for our health and
safety work is competence and awareness
that are in line with legislation and general
awareness. Competence development
takes place through training and deploy-
ment of ways of working including responsi-
bilities. To strengthen our health and safety
Lost time incident rate (LTIR)
(LTIR is absence due to an incident (for more
than 24 hours) per 1,000,000 hours worked).
Number
0
2
4
6
8
20222021202020192018
awareness and behaviour we have improved
our safety awareness methodology con-
cept, Hearts and Minds, during 2022. The
Hearts and Minds concept contributes
to strenghten the Cloetta safety culture.
Company health care services are availa-
ble in each country to support in medical
treatment and preventative measures, e.g.,
health examinations.
Number of employees*
The number of employees as per 31 Decem-
ber 2022 was 2,873. Of these employees,
68 per cent are covered by collective labor
agreements. In countries where we do not
have a collective agreement, we follow the
labor market requirements. In produc-
tion there are certain periods with a higher
workload, such as ahead of Easter and
Christmas, when extra sta is hired. Other
areas of operation also use temporary and
extra sta. Approximately 3 per cent of the
temporary sta were agency workers, con-
sultants or contractors in areas such as IT,
finance, engineering or as contractors in our
factories.
Target
2023
Number of employees by category and country as per 31 December 2022*
Number of
employees
Number of
permanent employees
Number of
temporary employees
Women Men Women Men Women Men
Sweden 371 315 339 296 32 19
Slovakia 456 286 416 252 40 34
The Netherlands 193 340 160 288 33 52
Finland 269 45 183 34 86 11
The UK 184 47 184 44 0 3
Belgium 28 95 24 88 4 7
Denmark 83 47 79 45 4 2
Ireland 26 38 19 27 7 11
Norway 15 13 14 13 1 0
Germany 8 4 7 4 1 0
Italy 1 2 1 2 0 0
Others 3 4 3 4 0 0
Total Cloetta 1,637 1,236 1,429 1,097 208 139
*Headcount used as data compilation methodology for employees and for workers that are not employees. See note 6 for average
number of employees per country.
27Cloetta Annual and Sustainability Report 2022
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For the Planet
A healthy planet is the source of all our ingredients – and all true joy.
Cloetta leads the way to A Sweeter Future
for our planet with various initiatives, rang-
ing from improving sourcing to decreasing
packaging. To verify that our climate actions
are eective, we are committed and have
approved targets by the Science Based
Targets initiative, and we developed our
Climate Action Programme to reach these
targets by 2030.
A Sweeter Future For the Planet consid-
ers environmental aspects in our business
decisions and daily activities, as well as a
raised ambition to improve our total planet
footprint throughout our value chain. The
three main initiatives are Climate Action,
Sustainable Sourcing and Less and Better
Packaging.
SDG commitment
Working towards A Sweeter Future
For the Planet, SDGs Responsible
Consumption and Production (12),
Climate Action (13) and Life on Land
(15) have the greatest significance
for us. Our products are dependent
on raw materials across the world,
and the consumption and produc-
tion of our products also create
a greater responsibility on our
climate footprint.
Progress towards targets during 2022
•
Approved science-based targets and
developed Climate Action Programme
•
Maintained 100 per cent Rainforest Alliance
certification and RSPO Segregated Certified
palm oil
•
Maintained 90 per cent recyclable packaging
•
PlantPack accounting for approximately 3 per
cent more of packaging compared to 2021
Risks
•
Climate impacts on access to raw
materials
•
Disruptions in transportation and
production caused by extreme
weather
•
Failing to act on climate crisis,
deforestation, or biodiversity may
influence relationships with custom-
ers and attractiveness to investors
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Climate action
During 2022, our science- based
targets were approved by the Science
Based Target initiative, and we further
developed our company-wide Climate
Action Programme to achieve our
target of reducing our absolute scopes
1, 2 & 3 emissions by 46 per cent by
2030, with 2019 as our baseline-year.
Our target spans beyond our own opera-
tions (scopes 1 and 2). Being a food company,
approximately 88 per cent of our total car-
bon footprint comes from emissions from
raw materials, packaging, transportation,
and services we purchase (scope 3). This
calls for collective action, as well as inno-
vative ideas and collaborations beyond our
operations. Total emissions (scope 1, 2 and 3)
increased with 3 per cent during 2022 driven
by increased volumes and transition from
heat to natural gas. The total emissions have
decreased with approximately 7 per cent
compared to 2019 (base-year). In 2022,
total emissions amounted to 292,466 tCO
2
e
compared to 315,169 tCO
2
e in 2019.
Scopes 1 and 2
Scope 1 emissions from stationary com-
bustion and refrigerants increased by 30
per cent, while indirect emissions (scope 2)
from the use of electricity and district heat-
ing decreased by 10 per cent. The KPI for
carbon emissions remained flat versus 2021
amounting to 0.33 tCO
2
e/produced tonne.
When looking at our absolute emissions, we
see a slight increase by 6 per cent in scope 1
and 2 compared to 2021. This mainly due to a
malfunction in one of our suppliers of steam
production which impacted the consumption
of natural gas. Natural gas has a higher emis-
sion factor compared to steam, resulting in a
direct increase in emissions.
Production in Cloetta’s factories increased
from approximately 99,000 tonnes in 2021
to about 104,000 tonnes in 2022. Total
energy consumption increased slightly
compared to 2021 due to volumes. Energy
KPI decreased compared to 2021. Even
though the total energy consumption
increased from 189 GWh to 195 GWh, the
KPI decreased from 1.91 MWh/tonne to
1.89 MWh/ton, which meant higher energy
eciency for 2022.
Sources of energy
GWh
42%
Stationary
combustion
37%
Electricity
15%
Heat
6%
District heating
To reach our 46 per cent absolute reduc-
tion target, we see that we need to continue
to work towards more renewable energy
sources. Of the total energy consumption,
601,230 GJ (85 per cent) comes from
non-renewable energy sources (natural gas,
LPG, district heating, and heat). 102,553 GJ
(15 per cent) comes from renewable energy
sources (electricity and district heating).
Scope 3
In 2022, Scope 3 emissions amounted to
257,990 tCO
2
e compared to 251,042 tCO
2
e
in 2021. Scope 3 accounts for the majority
of our total carbon footprint, which is
why we aim to obtain better data from our
supply chain, including accurate emissions
factors for our specific raw materials,
instead of working with generic open-
source estimations.
GHG emissions distribution by scope
%, tCO
2
e
6 %
6 %
88 %
Scope 1
Scope 2
Scope 3
16,921 tCO
2
e
17,555 tCO
2
e
257,990 tCO
2
e
Total 292,466 tCO
2
e*
GHG emissions**
tCOe (Scope 1, 2, 3)
350,000
300,000
250,000
200,000
150,000
100,000
50,000
0
0
50000
100000
150000
200000
250000
300000
350000
Scope 3
Scope 2
Scope 1
2022202120202019
Scope 1 Scope 2 Scope 3
* tCO
2
e (metric tons of carbion dioxide equivalent) represents emissions from all greenhouse gases.
** The data for GHG emissions has been presented in a new way compared to previous years and now is in alignment with our science-based targets.
Product climate
footprint case
During 2022, Ahlgrens bilar Gröna
bilar was our first product to commu-
nicate its product footprint on-pack
using CarbonCloud to verify our
calculations. Transparency to our
consumers is important, both for
the product ingredients, but also the
product lifecycle and its impacts.
Calculating the product footprint
was a beneficial exercise for us inter-
nally to understand the areas where
we can impact with improvements in
our factory and with packaging, and
educate our consumers on where
the majority of our emissions comes
from. We are just at the beginning of
our climate action journey which will
involve all of our stakeholders, from
our suppliers to our consumers.
Energy consumption
Mwh/prod. tonne
2.0
1.5
1.0
0.5
0
0,0
0,5
1,0
1,5
2,0
2022202120202019
Total
195 GWh
Target
2030
Target
2030
29Cloetta Annual and Sustainability Report 2022
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2019 2023 2025 2030
CO
2
Climate Journey
1
A good
start
100 per cent renewable
electricity
100 per cent RSPO
certification segregated
palm oil
100 per cent Rain Forest
Alliance certified cocoa
20 per cent packaging
from renewable sources
or recycled materials
8,5per cent reduction of
CO
2
e coming from total
waste
Sign up for Science
Based Targets – 46 per
cent CO
2
e emission
2
Accelerate
our journey
•
Engage all key suppliers
to set their own emission
reduction targets by 2025
•
Increase plant-based
confectionery portfolio
with 100per cent by 2025
vs 2019
•
100per cent recyclable
packaging by 2025
•
50per cent of transpor-
tation to renewable fuel
by 2025
•
All new companycars will
be 100per cent electric
by 2025
•
Zero emissions from total
waste by 2025
3
Scaling
up
•
Support key suppliers
to increase share of
regenerative agriculture
methods by 2030
•
Increase plant-based
confectionery port folio
with 100per cent by
2030 vs 2025
•
100per cent packaging
from renewable sources
or recycled materials by
2030
•
75 per cent of transpor-
tation to renewable fuel
by 2030
•
75 per cent renewable
energy sources by 2030
4
Delivering
our promise
Reaching the targets
approved by Science
Based Targets initiative.
46%
CO
2
reduction by 2030
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Better resource use
As a participant of the UN’s Global
Compact, Cloetta applies the precau-
tionary principle in its environmental
work. The precautionary principle is
particularly relevant to how we deal
with the impact of our emissions
into the air and water, as well as
chemical usage.
Ecient use of resources is important
throughout our value chain. We monitor the
environmental impact of products and pack-
aging throughout the entire lifecycle.
All functions and factories work system-
atically with environmental matters, includ-
ing action plans and follow-up in a number
of dierent areas. Cloetta’s management
system is based on ISO 14001, and our envi-
ronmental goals and activities are defined
within the management system.
Waste management and recycling
Key areas of environmental actions include
operational excellence, ecient use of
resources including energy, water and
waste, and promoting renewable energy,
transportation and travels.
Cloetta strives to minimize the amount
of waste and recycle as much as possible.
Waste is generated throughout our value
chain; from farming, extraction of raw
materials, transport, in our manufacturing
processes and with customers and consum-
ers. Within Cloetta's own manufacturing,
the largest types of waste are organic waste
and residual waste.
Programmes are in place in our factories
to improve eciency and reduce physical
waste. We have routines for waste man-
agement where we collect and sort waste
and hazardous waste, and replace hazard-
ous chemicals with less hazardous ones.
All waste is registered and waste data is
collected in our monthly environmental
reporting. All employees and contractors
are responsible for correctly sorting and dis-
posing of waste at the facilities. The employ-
ees have received training in how waste
should be handled, as part of our environ-
mental management system.
Total waste is now 106 kg/tonne pro-
duced, compared to 112 kg/tonne produced
in 2021.
Less and Better Packaging
CO
2
e emissions related to packaging is a tan-
gible area of focus for our stakeholders, most
importantly our consumers. We continue to
work towards more circular packaging, with
our goal of 100 per cent recyclable packaging
by 2025. Plastic-free, less packaging, and
renewable sources are other areas of focus
in the Less and Better Packaging vision.
One of our ongoing projects that addresses
these focus areas is our PlantPack innova-
tion. During 2022, approximately 3 per cent
more of our packaging came from PlantPack,
which is an innovation replacing up to 50 per
cent of the previous packaging with plant-
based plastic, and thereby improving our cli-
mate footprint and securing more renewable
sources for packaging for our future.
Sustainable sourcing
Sourcing sustainable ingredients is
critical to securing A Sweeter Future,
not only for Cloetta’s business and
products, but also for our consumers,
suppliers and the farmers in our
supply chain.
Within our Sustainable Sourcing programme,
we focus on improving the performance of our
suppliers and sourcing raw materials in a way
that protects or improves the environmental
and social impacts in the supply chain.
Suppliers
Our work is based on Cloetta’s Supplier Code
of Conduct, which covers human and labour
rights, business ethics, anti-corruption,
health and safety, environmental protection
and the Cloetta Quality Agreement, covering
both product quality and food safety.
Suppliers are obliged to adhere to these
governance documents and report any
changes in their operations that may lead to
deviations from agreements with us. Suppli-
ers are monitored based on risks related to
country and sector-specific circumstances,
and their own performance over time. The
objective is for suppliers to continuously
improve their performance. During 2022,
we structured our process on how to monitor
performance, and we improved our supplier
questionnaires to obtain performance data.
The number of audits increased during
2022 compared to previous year due to less
travel restrictions and an increase in new
suppliers. In total, quality and food safety
audits were performed on-site at 14 suppli-
ers and 12 new first-tier suppliers (direct
suppliers) were approved in our Sustainable
Sourcing programme. All new suppliers were
assessed in terms of their food safety, prod-
uct quality, environmental considerations,
workplace conditions and human rights.
The risk for incidents of child labour is
not high for Cloetta’s first-tier suppliers.
However, in the agricultural sector child
labour is a problem and Cloetta is working
together with suppliers and NGOs to help
eradicate child labour.
Raw materials
Sourcing raw materials in a way that protects
the planet and the people producing them is
possible with a holistic approach. For exam-
ple, protecting biodiversity is intimately
connected to climate change where deforest-
ation adds to the crisis, while reforestation
can provide part of the solution. Cloetta pur-
chases 100 per cent certified cocoa and palm
oil by third parties and biodiversity protec-
tion is a central requirement in these certifi-
cation programmes. Cloetta aims to source
ingredients in a transparent way, where
human rights and living conditions are sup-
ported, and the farming communities are
thriving. Cloetta works together with sup-
pliers and third-party organisations who are
driving social and environmental projects
connected to the raw materials.
Waste*
kg/prod. tonne
0
30
60
90
120
150
2022202120202019
* Figures for 2019–2021 have been updated
to reflect the additional waste streams
calculated according to GRI.
Target
2030
31Cloetta Annual and Sustainability Report 2022
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Operations
All of Cloetta’s factories are certified
according to the BRC Global Standard
for Food Safety, an international
standard that outlines requirements to
manage product safety, integrity, legal
compliance and quality, and the opera-
tional controls in the food industry.
We also apply the principle of caution
concerning allergies and food safety,
supported by our quality and food
safety programmes.
To support and facilitate compliance with
BRC and EU regulations, Cloetta has also
developed its own Good Manufacturing
Practice (GMP) Manual, aligned and
updated with the best reference standards
in the food industry, which is being imple-
mented in all factories. We have seven facto-
ries and we also use third-party suppliers for
part of the production. External production
is only outsourced to manufacturers with
the same high-quality standards that are
applied to production in Cloetta’s own facto-
ries. External manufacturers are evaluated
and tested regularly.
The backbone of operations is the Cloetta
Leading Performance Programme (CLPP)
with the vision to create the Perfect Factory.
The aim of the programme is to create a
trustworthy, engaging and sustainable envi-
ronment in which people feel empowered
to deliver improvements. This programme
improves eciency, reduces waste and left-
overs, and create increased flexibility and
capacity in the factories. The programme
involves improving operational excellence,
and strategic investments to modernise the
factory network.
We have a central management system
to ensure standardised working methods in
our operations. Each production unit has a
locally adapted management system that is
linked to the central system. Central poli-
cies, goals and procedures are broken down
and implemented at a local level. The man-
agement systems cover health and safety,
environment, quality and product safety.
These systems are based on the interna-
tional standards BRC Global Standard for
Food Safety, ISO 14001, for recurring risk
assessments and continuous improvements.
The core of these standards aims to improve
the business process performance and its
expected outcome.
Factory location Certifications
Levice, Slovakia Rainforest Alliance, BRC Global Standard for Food Safety, IFS
Food, RSPO, SMETA
Ljungsbro, Sweden BRC Global Standard for Food Safety, ISO 14001, RSPO,
Rainforest Alliance, Koscher
Roosendaal (Spoorstraat), NL BRC Global Standard for Food Safety
Turnhout, Belgium BRC Global Standard for Food Safety, ISO 14001, SMETA
Roosendaal (Borchwerf), NL Rainforest Alliance, RSPO, IFS, GMP and BRC global standard for
Food Safety, SMETA
Sneek, NL IFS, GMP and BRC Global Standard for Food Safety and ISO 14001,
SMETA
Dublin, Ireland BRC Global Standard for Food Safety and ISO 14001, SMETA
Production by factory in 2022
Tonnes
30,689 tonnes
Levice, Slovakia
27,125 tonnes
Ljungsbro, Sweden
17,916 tonnes
Roosendaal (Spoorstraat), the Netherlands
11,645 tonnes
Turnhout, Belgium
8,424 tonnes
Roosendaal (Borchwerf), the Netherlands
5,463 tonnes
Sneek, the Netherlands
2,532 tonnes
Dublin, Ireland
Total
103,794
tonnes
32 Cloetta Annual and Sustainability Report 2022
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A sweeter
future
Words from
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Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
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Governance
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reports
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Other
33Cloetta Annual and Sustainability Report 2022
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Value chain
Based on a combination of
consumer-driven needs/
preferences, innovation and
opportunities in the existing
manufacturing network.
• Ability to impact: High
• Develop alternatives to meet
consumer health trends
• Increase proportion of natural
ingredients
• Sugar-free, xylitol and func-
tional ingredients
• Innovate products that
create joy
Total net sales amounted to SEK 6,869m.
Cloetta’s largest customer category is the
grocery retail trade. The service trade is
also a very important customer group.
• Ability to impact: Medium
• Working toward ambitious science-
based targets helps us contribute to our
customers’ targets
• Cloetta improves financial and environ-
mental impacts by reducing packaging,
and optimising transportation
Cloetta’s total purchasing costs amounted to
SEK4,416 m during the year, of which SEK 2,973m
was for raw materials and consumables. The three
main raw materials in terms of purchasing costs are
sugar, cocoa and gelatin.
• Ability to impact: Low
• Suppliers approved and monitored against
safety, quality, health & safety and sustainability
• Cloetta promotes sustainable agriculture &
manufacturing of prioritised raw materials
1
Product
development
3
Manu-
facturing
5
Consumer
2
Purchasing
4
Customer
Creating
value
By end of 2022 Cloetta had 2,873
employees and total personnel cost
amounted to SEK 1,589m. Cloetta’s
factories had 1,678 employees.
During the year, Cloetta produced
about 104 thousand tonnes of
candy, chocolate, chewing gum and
pastilles.
• Ability to impact: High
• Continuous improvement
programme
• Health, Safety & Environment
departments to mitigate envi-
ronmental risks and reduce
occupational incidents
Our company purpose, “We believe
in the Power of True Joy” has our
consumers at its center. We provide
strong brands and a large range of
pick & mix products. We also provide
feedback on complaints and opinions
in our customer service portal.
• Ability to impact: Medium
• High quality products marketed
responsibly and transparently
• Consumers offered wide range of
products
• Improved packaging solutions with
minimal environmental impact
Cloetta Annual and Sustainability Report 202234
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Taxes paid per country
38%
Denmark
2
25%
Sweden
16%
Finland
9%
The Netherlands
5%
Norway
4%
The UK
1%
Belgium
1%
Slovakia
1%
Ireland
Taxes paid
36%
Value-added tax
31%
Employment-
related taxes
23%
Confectionery tax
7%
Corporate
income tax
3%
Other
Total
SEK 1,411m
Shareholder
4%
Suppliers of raw materials
and consumables
46%
25%
Employees
Other suppliers
23%
1%
Creditors, financial partners
Corporate
income tax
1%
Distributed value SEK 6,483m
1
Manufacturing and sales of Cloetta’s products generate economic value that benefits its stakeholders.
1) Net sales of SEK 6,869m excluding profit for the year, amortisation, depreciation and impairments
and including paid dividends. Total retained economic value of SEK 386m.
2) Tax paid in Denmark is proportionally higher due to sugar taxes.
Our intention is to pay taxes in accordance with international and local legislation
in the countries were Cloetta is operational.
35Cloetta Annual and Sustainability Report 2022
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Cloetta’s main
markets
Cloetta’s main markets are the
countries in which we have our own
sales and distribution organisation,
and include Sweden, Finland, the
Netherlands, Denmark, Norway,
Germany and the UK.*
30%
Sweden
7%
Norway
21%
Finland
6%
Germany
14%
The Netherlands
7%
International
Markets
6%
The UK
9%
Denmark
Category position
Market Candy Pastilles Chocolate Chewing gum Pick & mix
Sweden 1 1 2 - 1
Finland** 2 1 3 1 1
Norway 1 3 5 - 1
Denmark 2 1 - - 1
The Netherlands 1 _ - 2 -
Germany** 5 - - - -
The UK** * - - - 1
*) Presence on the market without confirmed market position.
**) Estimated market position based on data from specific customers.
Source: Kesko, SOK, IRI and Nielsen
*) The market consumption data calculations have been updated
vs previous years and this may affect the comparability vs the
market consumption numbers stated in the Annual and Sus-
tainability Report 2021.
36 Cloetta Annual and Sustainability Report 2022
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Top-selling brands Categories
Confectionery market excl. pick & mix
Largest players
Confectionery market excl. pick & mix
34%
Candy and pastilles
56%
Chocolate
10%
Chewing gum
19%
Cloetta
24%
Mondelez
7%
Fazer
50%
Others
30%
Share of sales
0.6%
Total market
CAGR 2017–2022
Category position
Market Candy Pastilles Chocolate Chewing gum Pick & mix
Sweden 1 1 2 - 1
Finland** 2 1 3 1 1
Norway 1 3 5 - 1
Denmark 2 1 - - 1
The Netherlands 1 _ - 2 -
Germany** 5 - - - -
The UK** * - - - 1
*) Presence on the market without confirmed market position.
**) Estimated market position based on data from specific customers.
Source: Kesko, SOK, IRI and Nielsen
Sweden
Sweden is the largest single market in the Nordic region, with a
population of around 10.4 million people and almost one third
of the total confectionery consumption. In 2022, the Swedish
market recorded consumer sales of around SEK 16 bn, an
increase compared to the prior year.
Sales channels
Cloetta’s largest customers include Axfood, Coop, ICA and Privab.
The Swedish grocery retail trade is concentrated and increasingly
centrally controlled, but with good opportunities for influence at the
local store level. The task for Cloetta’s sales force is to ensure dis-
tribution as well as placement and space in the stores in accordance
with the central agreements, and also to provide the trade with sup-
port in implementing campaigns and launches. The pick & mix con-
cepts are handled by a dedicated merchandising organisation. The
service trade is a vital sales channel. In recent years, alternative sales
channels such as building supply stores, cinemas and arenas have
become increasingly important.
Organisation
In Sweden, there are a total of around 240 employees in the sales and
merchandising organisation and the oce in Malmö.
Finland
Finland is the third largest market in the Nordic region, with a
population of around 5.5 million people and one fourth of the
total confectionery consumption. In 2022, the Finnish market
recorded consumer sales of around SEK 12 bn, an increase
compared to the prior year.
Sales channels
The Finnish grocery retail trade is dominated by two players, Kesko
and S-Group. Lidl also has a large share of retail trade with 10 per
cent. Finland has the most centralised purchasing of all the Nordic
region markets which enables new products to achieve wide distri-
bution and quickly become available to consumers. Cloetta’s largest
customers include S-Group, Kesko and Tokmanni. Cloetta is the
market leader in pick & mix which represents about 8 per cent of the
total market value.
Organisation
In Finland, there are around 200 employees in the sales and mer-
chandising organisation and at the oce in Turku. Cloetta Finland
employs around 130 people in field sales, visiting stores every day.
Top-selling brands
Categories
Confectionery market excl. pick & mix
Largest players
Confectionery market excl. pick & mix
47%
Candy and pastilles
47%
Chocolate
6%
Chewing gum
23%
Cloetta
40%
Fazer
6%
Orkla
5%
Mondelez
26%
Others
#2
#2
21%
Share of sales
3.1%
Total market
CAGR 2017–2022
Source: Global data
Source: Global data
Source: Kesko and SOK
Source: Nielsen
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The Netherlands
The Netherlands is the sixth largest confectionery market in
Western Europe, with a population of around 17.4 million.
In 2022, the Dutch market recorded consumer sales of around
SEK 24 bn, an increase compared to the prior year.
Sales channels
The grocery retail trade is concentrated around a few major players.
Primarily centralised purchasing allows for wide and rapid distri-
bution of new products that are launched. Other important channels
include the hard discount retail chains, pharmacies and out-of-home.
Online grocery shopping has a stronger position in the Netherlands
than in any other of Cloetta’s main markets, despite the fact that overall
e-commerce is lagging in the Netherlands. Cloetta’s largest customers
include Albert Heijn, Superunie, Jumbo Supermarkten and Maxxam.
Organisation
Cloetta has around 85 employees in the commercial organisation
at the oce in Oosterhout mainly focusing on the Dutch market.
The Oosterhout oce also supports the Cloetta International Mar-
kets division through back-oce and support activities including
demand, customer service, marketing, business controlling and
finance & accounting.
Denmark
Denmark accounts for around 15 per cent of the Nordic region’s
total confectionery consumption, with a population of around
5.8million. In 2022, the Danish market recorded consumer sales
of around SEK 12 bn, an increase compared to prior year.
Sales channels
The grocery trade in Denmark is moving towards increasing cen-
tralisation, albeit with a combination of centrally driven chains and
a more decentralised approach than in the other Nordic countries.
Extensive eorts are therefore required at an individual store level
to achieve distribution and sales of in-store display racks. Growth in
the discount channel has ceased and new channels such as non-food
outlets and DIY stores are growing in importance. Cloetta’s largest
customers include Coop, Salling Group and Reitan.
Organisation
In Denmark, there are around 100 employees at the oces in Brøndby
and Randers and in the sales and merchandising organisation.
Top-selling brands Categories
Confectionery market excl. pick & mix
Largest players
Confectionery market excl. pick & mix
45%
Candy and pastilles
48%
Chocolate
7%
Chewing gum
14%
Cloetta
26%
Haribo
13%
Tom s
47%
Others
9%
Share of sales
3.1%
Total market
CAGR 2017–2022
#2
Top-selling brands Categories
Confectionery market excl. pick & mix
Largest players
Confectionery market excl. pick & mix
and other chocolate (includes chocolate
specialities)
47%
Candy and pastilles
47%
Chocolate
6%
Chewing gum
17%
Cloetta
21%
Perfetti
9%
Haribo
53%
Others
#2
14%
Share of sales
3.8%
Total market
CAGR 2017–2022
Source: Global data
Source: Global data
Source: IRI
Source: Nielsen
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Norway
Norway is the smallest market in the Nordic region, with a
population of around 5.4 million and just under a sixth of
the region’s total confectionery consumption. In 2022, the
Norwegian market recorded consumer sales of around
SEK 14 bn, an increase compared to prior year.
Sales channels
Cloetta’s largest customers include Coop, NorgesGruppen and
Rema 1000.
Organisation
In Norway, Cloetta has around 30 employees at the oce in
Høvik just outside of Oslo and in the sales and merchandising
organisation.
Germany
Germany is the largest market in Western Europe, with a
population of around 83.2 million people. In 2022, the German
market recorded consumer sales of around SEK 113 bn, an
increase compared to prior year.
Sales channels
The market is characterised by its large proportion of discounters
and fierce competition. Cloetta’s largest customers include Edeka,
Lidl & Schwarz, Metro and Rewe.
Organisation
Cloetta has its own sales organisation in Bocholt, Germany with
12employees. The oce takes care of marketing, customers and the
brands, and also has direct contact with all major customer groups,
which are supplied directly out of the German central warehouse. To
ensure full country service coverage, Cloetta Germany works with
sales agents in seven regions and more than 80 sales representatives.
Top-selling brands
Top-selling brands
7%
Share of sales
-0.2%
Total market
CAGR 2017–2022
6%
Share of sales
2.6%
Total market
CAGR 2017–2022
United Kingdom
The UK is the second largest market in Western Europe, with
a population of around 67.2 million people. In 2022, the UK
market recorded consumer sales of around SEK 94 bn, an
increase compared to prior year.
Sales channels
The market is characterised by fierce competition from all inter-
national confectionery companies. Cloetta’s largest customers
include Wilko’s and Tesco.
Organisation
Both the Branded packaged products business and the Pick &
mix business are commercially managed from Cloetta’s oce in
Fareham. Cloetta has a sales and merchandising team of approxi-
mately 130 people.
Top-selling brands
6%
Share of sales
-0.2%
Total market
CAGR 2017–2022
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International Markets
International Markets consist primarily of sales to countries
where Cloetta does not have its own sales and marketing
organisation, a total of more than 50 markets. In these markets
Cloetta focuses on three categories: candy, chocolate and pas-
tilles, which encompass five strategic Cloetta brands including
The Jelly Bean Factory, Red Band and Läkerol as well as some
strong regional Cloetta brands.
Sales channels
Cloetta’s largest distributors include Continental Sweets (Belgium),
Regal (Canada) and Conaxess Trade (Switzerland).
Organisation
All markets within International Markets are serviced by external
distributors managed out of regional hubs, which Cloetta has in
APAC, the Baltics, Dubai and Switzerland. All other distributors are
managed by local Cloetta sta in Oosterhout in the Netherlands.
Top-selling brands
7%
Share of sales
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Share and
shareholders
Cloetta’s class B shares have been listed on Nasdaq Stockholm since
16 February 2009. Cloetta was originally introduced on the stock
exchange in 1994 and has been listed in a number of different owner
constellations since then. Cloetta’s shares are part of the OMX Stockholm
Mid Cap index, and also the Nordic and Swedish industry sector index for
Food Producers, Food & Beverage and Consumer Goods.
7 reasons to invest in Cloetta
1
Strong local brands
Cloetta has an extensive portfolio of strong local
brands that are well established in the minds of the
consumers. Our brands have been cherished for
generations and consumers have a personal relation-
ship with the brands they have grown up with.
2
Attractive non-cyclical market
The confectionery market is relatively insensitive to
economic fluctuations and shows stable growth that
is primarily driven by population trends and price
increases. Historically, annual market growth has
been between one and two per cent.
3
Focus on continued margin expansion
In order to move towards our financial target
to reach an adjusted EBIT margin of at least
14percent, there will be a continued focus on
cost- eectiveness, growth and profitability.
4
Clear strategy to deliver growth
In order to drive growth, the most important daily
activities include broadening distribution, updating
packaging, promotional and advertising activities,
line extensions and launching of seasonal products.
In addition to these, strategic activities such as inno-
vation, geographical roll-outs, brand extensions and
brand relaunches are also given priority. Selective
acquisitions are also part of our growth strategy.
5
Strong market positions
and distribution
In our core markets, we have strong sales and mar-
keting organisations that have excellent relations
with the retail trade. Cloetta’s wide portfolio of
market-leading products creates economies of scale,
and our brands are often highly important to the
retail trade.
6
Attractive cash-flow generation
and dividend
Cloetta’s business has a very strong cash-generating
capacity, which allows for share dividends in accord-
ance with the goal to distribute 40–60 per cent of
profit for the year.
7
Sustainable value creation
Our sustainability agenda takes a holistic perspec-
tive on how to create long-term value. This approach
reduces environmental and social risks, and
strengthens partnerships for our future.
Top-selling brands
41Cloetta Annual and Sustainability Report 2022
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Shareholders¹
At 31 December 2022, Cloetta AB (publ)
had 40,032 (35,689) shareholders, an
increase of 12 (2) per cent since the pre-
vious year-end. Of the shareholders, 1,190
were financial and institutional investors
and 38,842 were private investors. Finan-
cial and institutional investors held 81.8
per cent of the votes and 78.5 per cent of
the share capital. There were 1,183 foreign
shareholders who held 34.1 per cent of the
votes and 40.2per cent of the share capital.
The 15 largest shareholders accounted for
64.6 per cent of the votes and 58.3 per cent
of the share capital. At 31December 2022,
AB Malfors Promotor was Cloetta’s largest
shareholder with a holding representing
41.0 per cent of the votes and 30.5 per cent
of the share capital in the company. The
second largest share holder was LSV Asset
Management, with 3.2per cent of the votes
and 3.7 per cent of the share capital, and the
third largest shareholder was Dimensional
Fund Advisors LP with 2.5per cent of the
votes and 3.0 per cent of the share capital.
Share price and trading²
Between 1 January and 31 December 2022,
164,452,684 Cloetta shares were traded
on Nasdaq Stockholm for a total value of
SEK3,623m, equal to around 58 per cent
of the total number of class B shares at
the end of the period. Trading on Nasdaq
Stockholm accounted for 41.5 per cent, and
other markets where the Cloetta share was
traded include Cboe Global Markets at 49.2
per cent, LSE Group at 6.0 per cent and
Aquis at 2.4 per cent.
The highest quoted bid price during the
period from 1 January to 31 December 2022
was SEK 26.62 on 4 January 2022, and the
lowest bid price was SEK17.05 on 29Septem-
ber 2022. The share price on 31December
2022 was SEK 20.86 (last price paid). Dur-
ing the period from 1 January to 31 December
2022, Cloetta’s share price decreased by 21.0
per cent, while Nasdaq OMX Stockholm PI
decreased by 25.2per cent.
Share capital and capital structure
Cloetta’s share capital at 31 December 2022
amounted to SEK 1,443,096,495. The total
number of shares is 288,619,299, divided
between 5,735,249 class A shares and
282,884,050 class B shares, equal to a quota
value per share of SEK 5. According to the
Articles of Association, the share capital shall
amount to not less than SEK400,000,000
and not more than SEK1,600,000,000,
divided between no less than 80,000,000
shares and no more than 320,000,000
shares. At 31 December 2022 Cloetta had
3,213,561 class B shares in treasury.
Dividend policy
Cloetta’s long-term goal is a dividend pay-
out of 40–60 per cent of profit for the year.
The ambition is to continue to propose
a stable dividend. Neither the Swedish
Companies Act nor Cloetta’s Articles of
Association contain any restrictions regard-
ing the right to dividends for shareholders
outside Sweden. Aside from any limitations
related to banking or clearing activities in
the aected jurisdictions, payments to for-
eign shareholders are carried out in the same
manner as to shareholders in Sweden.
A dividend of SEK 287m was trans-
ferred to the shareholders in 2022. For the
financial year 2022 the Board of Directors
Share price performance
2009–2022
Closing price, SEK No. of shares traded, thousands
80
70
60
50
40
30
20
10
0
OMX Stockholm_PI
Cloetta B
No. of shares traded, thousands per month
0
10000
20000
30000
40000
50000
60000
70000
80000
20222021202020192018201720162015201420132012201120102009
0
10
20
30
40
50
60
70
80
80,000
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
Cloetta B OMX Stockholm_PI No. of shares traded, thousands per month
Source; Mintec, EUWID, Kingsman
43.1%
Lit
21.6%
Over the Counter
15.3%
Off-book
8.7%
Auction
8.6%
SI
2.7%
Dark
Trading categories, %
1 January–31 December 2022
LIT, i.e. buy-and-sell orders are public. Traditional
exchange trading.
Off-book, stock trades that are executed away from the
exchange and are registered later.
Over the Counter, trading of securities executed outside
of formal exchanges and without the supervision of an
exchange regulator.
SI, Systematic Internalisers, outside regulated markets or
trading platforms.
Auction, auction trading process on an exchange.
Dark buyers and sellers trade shares anonymously, without
public transparency. Not registered on any public exchange.
49.2%
Cboe Global Markets
41.5%
Nasdaq OMX
6.0%
LSE Group
2.4%
Aquis
0.9%
Other
Marketplaces, %
1 January–31 December 2022
1) Source: Euroclear and Monitor 2) Source: Nasdaq Stockholm
Source: Monitor by Modular Finance Source: Monitor by Modular Finance
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
42 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
of Cloetta AB proposes to distribute a divi-
dend to the shareholders of SEK 1.00 (1.00)
per share for the 2022 financial year corre-
sponding to 104 per cent (61) of profit for the
year, equal to 63 per cent of the profit for the
year excluding impact of the impairment and
provisions and other items aecting com-
parability relating to the greenfield facility.
The dividend is resolved on by the Annual
General Meeting (AGM) and disburse-
ment is handled by Euroclear Sweden AB.
The right to a dividend is granted to those
persons who are listed as shareholders in
the share register maintained by Euroclear
Sweden AB on the record date.
Articles of Association
Cloetta’s Articles of Association contain a
Central Securities Depository (CSD) provi-
sion and its shares are aliated with Euro-
clear Sweden AB, which means that Euro-
clear Sweden AB administers the company’s
share register and registers the shares to
owners. Each A share grants ten votes and
each B share one vote in shareholder meet-
ings. All shares grant equal entitlement to
the company’s profits and an equal share in
any surplus arising from liquidation. Should
the company issue new shares of class A and
class B through a cash or set-o issue, hold-
ers of class A and class B shares have the
right to subscribe for new shares of the same
class in proportion to the number of shares
already held on the record date. If the issue
includes shares of only class B, all holders of
class A and class B shares have the right to
subscribe for new class B shares in propor-
tion to the number of shares already held
on the record date. Corresponding rules of
apportionment are applied in the event of
a bonus issue or issue of convertibles and
subscription warrants. The transference of
a class A share to a person who is not previ-
January
Interim report Q4
March
Annual and
Sustainability
Report
September
Investor event –
new greenfield
facility
April
Annual General Meeting
Interim report Q1
October
Interim report Q3
July
Interim report Q2
JAN FEB MAR APR MAY JUN OCT NOV DECJUL AUG SEP
Investor relations 2022
Cloetta meets regularly with investors and analysts. At least twice a year Cloetta arranges virtual or physical roadshows
to Europe and the US. In addition, Cloetta regularly attends major investor club meetings, lunches and evening meetings
organised by banks and the Swedish Shareholders Association (Aktiespararna).
ously a holder of class A shares in the com-
pany is subject to a preemption procedure,
except when the transfer is made through
division of joint property, inheritance,
testament or gift to the person who is the
closest heir to the bequeather. After receiv-
ing a written request from a holder of class A
shares, the company shall convert the
class A shares specified in the request to
class B shares.
Individuals with an insider position
Persons discharging managerial responsi-
bilities for Cloetta and persons or legal enti-
ties closely associated with them are obliged
to notify Cloetta and the Swedish Financial
Supervisory Authority of every transaction
conducted related to changes in their hold-
ings of Cloetta shares once a total amount
of EUR 5,000 has been reached within a
calendar year, according to the regulation of
the European Parliament and of the Coun-
cil on Market Abuse. Listed companies are
required to record a logbook of individuals
who are employed or contracted by the com-
pany and have access to insider information
relating to the company. These can include
insiders, and also other individuals who have
obtained inside information. Cloetta records
a logbook for each financial report or press
release containing information that could
aect the share price.
Silent periods
Cloetta maintains a silent period of at least
30 days prior to the publication of its quar-
terly financial reports. During this period,
representatives of Cloetta do not meet with
financial media, analysts or investors.
43Cloetta Annual and Sustainability Report 2022
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the president
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strategy
Market &
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markets
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shareholders
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performance
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Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
15 largest shareholders at 31 December 2022
The below shareholders information includes 3,213,561 B-share held in Treasury by Cloetta AB (publ).
% of votes % of share capital Total no. of shares No. of A shares No. of B shares
Aktiebolaget Malfors Promotor 41.0 30.5 87,929,542 5,729,569 82,199,973
LSV Asset Management 3.2 3.7 10,746,398 - 10,746,398
Dimensional Fund Advisors LP 2.5 3.0 8,602,963 - 8,602,963
Financière de l'Échiquier SA 2.3 2.8 8,028,131 - 8,028,131
The Vanguard Group, Inc. 2.2 2.6 7,511,528 - 7,511,528
Thompson, Siegel & Walmsley LLC 2.2 2.6 7,490,980 - 7,490,980
Ulla Håkanson 1.5 1.7 5,000,000 - 5,000,000
Norges Bank Investment Management 1.5 1.7 4,962,203 - 4,962,203
Försäkringsaktiebolaget Avanza Pension 1.4 1.7 4,909,450 - 4,909,450
BlackRock Fund Advisors 1.3 1.5 4,447,346 - 4,447,346
FIAM LLC 1.2 1.4 3,915,510 - 3,915,510
Polaris Capital Management LLC 1.1 1.3 3,732,700 - 3,732,700
Fidelity Management & Research Co. LLC 1.1 1.3 3,719,584 - 3,719,584
Olof Svenfelt 1.1 1.3 3,700,030 30 3,700,000
Barclays Capital Securities Ltd. 1.0 1.2 3,493,655 - 3,493,655
Total, 15 largest shareholders 64.6 58.3 168,190,020 5,729,599 162,460,421
Other shareholders 35.4 41.7 120,429,279 5,650 120,423,629
Total 100.0 100.0 288,619,299 5,735,249 282,884,050
Source: Cmi2i. Nominee accounts/shareholders are not included in this compilation.
Size categories at 31 December 2022
No. of
shareholders
Total no.
of shares
No. of
A-shares
No. of
B-shares Capital, % Votes, %
1 – 500 29,427 3,656,659 3,286 3,653,373 1.3 1.1
501 – 1,000 4,231 3,478,931 500 3,478,431 1.2 1.0
1,001 – 5,000 4,891 11,371,010 1,750 11,369,260 3.9 3.4
5,001 – 10,000 682 5,252,720 - 5,252,720 1.8 1.5
10,001 – 15,000 213 2,710,987 - 2,710,987 0.9 0.8
15,001 – 20,000 137 2,557,838 - 2,557,838 0.9 0.8
> 20,000 451 259,591,154 5,729,713 253,861,441 90.0 91.4
Total 40,032 288,619,299 5,735,249 282,884,050 100.0 100.0
Source: Euroclear
Shareholders by country at 31 December 2022
No. of share-
holders
% of
votes
% of share
capital Total no. of shares No. of A shares No. of B shares
Sweden 38,849 66.0 59.8 172,781,047 5,735,249 167,045,798
The US 48 17.3 20.4 58,906,445 - 58,906,445
France 15 2.2 2.6 7,445,728 - 7,445,728
Finland 253 1.5 1.8 5,207,787 - 5,207,787
Norway 99 1.5 1.8 5,202,865 - 5,202,865
Other countries 768 11.5 13.6 39,075,427 - 39,075,427
Total 40,032 100.0 100.0 288,619,299 5,735,249 282,884,050
Source: Monitor by Modular Finance AB. Compiled and processed from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority.
Shareholder categories at 31 December 2022
No. of share holders % of shareholders % of votes % of share capital
Private investors 38,842 97.0 18.2 21.5
Of which, Swedish residents 38,378 95.9 17.7 20.9
Legal entities 1,190 3.0 81.8 78.5
Of which, Swedish residents 471 1.2 48.3 38.9
Total 40,032 100.0 100.0 100.0
Of which, Swedish residents 38,849 97.1 66.0 59.8
Source: Monitor by Modular Finance AB. Compiled and processed from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority.
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the president
Targets &
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Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
44 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
Development of the share
Year Event Increase in
share capital
Total share
capital
Increase in
no. of shares
Total no. of
shares
1998 Opening share capital, par value of the share is SEK 100 - 100,000 - 1,000
2008 Non-cash issue in connection with de-merger of Cloetta Fazer 99,900,000 100,000,000 999,000 1,000,000
2008 Share split, quota value of the share changed from SEK 100 to SEK 4 - 100,000,000 23,119,196 24,119,196
2008 Bonus issue, quota value of the share changed from SEK 4 to SEK 5 20,595,980 120,595,980 - 24,119,196
2011–2012 Conversion of convertible debenture loan 2,836,395 123,432,375 567,279 24,686,475
2012 Issue in kind 825,934,620 949,366,995 165,186,924 189,873,399
2012 Rights issue 493,729,500 1,443,096,495 98,745,900 288,619,299
Source: Euroclear
Incentive schemes
The table below represents the main characteristics of the share-based long-term incentive plans that have been approved by the AGM.
For more information about the incentive plans, see pages 66–67, and Note 23 on pages 107–110.
LTI 2022 LTI 2021 LTI 2020 LTI 2019 LTI 2018
AGM approval date April 2022 April 2021 April 2020 April 2019 April 2018
Maximum number of B shares to be allocated 1,622,932 1,590,629 1,206,374 1,648,046 1,201,602
as a percentage of total shares 0.6 0.6 0.4 0.6 0.4
as a percentage of voting rights 0.5 0.5 0.4 0.5 0.4
Number of employees offered the opportunity to participate 47 48 45 45 54
Number of participants at inception date 35 38 30 30 44
Estimated number of B shares to be allocated,
subject to possible recalculation 1,199,643 875,573 -
as a percentage of total shares 0.4 0.3 -
as a percentage of voting rights 0.4 0.3 -
Number of participants at reporting date 33 33 24
Vesting date 27 April 2022 27 April 2021
Realised performance target, % - -
Actual number of matching shares granted on vesting date - 136,625
Actual number of performance shares granted on vesting date - -
Total number of B shares granted on vesting date - 136,625
as a percentage of total shares - 0.0
as a percentage of voting rights - 0.0
Number of participants at vesting date 23 31
Analysts Share data IR contact
The following analysts regularly
monitor Cloetta’s development:
Handelsbanken: Nicklas Skogman
nisk03@handelsbanken.se
Nordea: Stefan Stjernholm
stefan.stjernholm@nordea.com
SEB: Andreas Lundberg
andreas.lundberg@seb.se
Marketplace
Nasdaq Stockholm
Date of listing
16 February 2009
Segment
Mid cap
Sector
Food Producers, Food & Beverage
and Consumer Goods
Ticker symbol
CLA B
ISIN code
SE0002626861
Currency
SEK
Standard trading unit
1 share
No. of shares in issue
288,619,299 A and B shares
Highest price paid in 2022
SEK 26.62 (4 January 2022)
Lowest price paid in 2022
SEK17.05 (29 September 2022)
Last price paid 2022
SEK 20.86
Share price growth in 2022
-21.0 per cent
Nathalie Redmo
Investor Relations
Phone: +46 766 96 59 40
Switchboard: +46 8 527 28 800
E-mail: ir@cloetta.com
45Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
How will you meet your margin target?
The long-term goal of an adjusted EBIT
margin of at least 14 per cent will be achieved
by recovering the impacts from Covid-19,
including volumes and value within Pick &
mix as well as profitable growth and prod-
uct mix within Branded packaged products.
In addition, we will continue to drive cost-
savings and eciency activities throughout
the entire value chain, including through the
investment in a new greenfield facility.
Do you plan to make additional
acquisitions, and if so, in which
countries?
We aim to pursue selective acquisitions
that are consistent with our current product
portfolio. This means that we acquire brand-
driven companies within the same catego-
ries, preferably in countries where we are
already active. We may also acquire brands
within our categories but in countries that
are close to our main markets.
What is your pricing strategy?
We adjust our prices based mainly on fluc-
tuations in raw material costs and exchange
rates. Historically, we have managed to o-
set headwinds from raw material and cur-
rency through pricing. Sometimes we also
adjust prices in conjunction with initiatives
such as new product launches or changes
in packages. In a high inflationary environ-
ment, Cloetta’s strategy is to protect its prof-
itability by compensating for all input costs
in absolute terms, also including packag-
ing, freight and energy costs, through price
increases towards its customers as well as
cost savings and reducing overall energy
consumption.
How are you mitigating the current
inflationary environment?
In an inflationary environment, we believe
that price increases in combination with cost
savings remain the only sustainable strategy
and during 2022 , this strategy has enabled
us to protect our profit despite the increasing
input costs. We are taking further pricing
actions during the beginning of 2023 to
address the continuing inflation.
What is your rationale behind the
decision to invest in a new greenfield
facility in the Netherlands?
Cloetta has evaluated a wide range of alter-
natives for a sustainable manufacturing that
meets the future consumer demand. The
conclusion is that investing in a new green-
field facility in the Netherlands and closing
three existing plants is the most attractive
alternative for Cloetta’s future development,
as it enables significant cost savings, facil-
itates further growth and reduces green-
house gas emissions.
How are you impacted by the war
in Ukraine?
Russia’s war in Ukraine entails risks of
further impact on the global economy,
further cost inflation, and disruptions in
supply chains. While Cloetta does not have
any significant direct financial exposure to
any of the countries involved, the company
is being impacted by rising input costs and
global supply chain challenges.
How is Cloetta affected by the ongoing
debates about sugar, health and
childhood obesity?
For those seeking an alternative to products
with sugar, Cloetta oers options such as
nuts, chewing gum with xylitol and pastilles.
Additionally, we are oering candy with
lower sugar and no sugar. We also believe
that the major challenge in this context is
hidden sugar that is found in various food
and beverages. Cloetta’s products are among
the most honest, since all consumers are
aware that they contain sugar.
How big is the risk that various sugar
taxes will be introduced, and how will
that affect you?
Cloetta’s strategy is to give the consumers
the opportunity to choose by providing
alternatives in the form of sugar-free prod-
ucts, products with less sugar and products
that are naturally free from sugar. In gen-
eral, we have to count on the possibility that
dierent countries will both introduce and
abolish sugar and confectionery taxes from
time to time. When dierent taxes are intro-
duced, it naturally aects our sales, but only
initially and to a fairly minor extent since
our products are of a type that consumers
want, and can aord to treat themselves to,
despite price increases.
Why do you use palm oil in your products?
Palm oil in and of itself is a very good oil. It is
very eective for surfaces and has excellent
properties for food production. To prevent
negative environmental consequences,
Cloetta only uses RSPO-segregated palm
oil, which means that the oil is produced sus-
tainably and does not contribute to destruc-
tion of rainforests. We will continue to use
sustainably produced and certified palm oil
in our chocolate products and where more
sustainable alternatives are not yet available.
Why don’t you sell product X or Y
anymore, and do you have any plans to
launch product Z?
If we no longer sell a product, this is unfor-
tunately often due to insucient demand for
the product in question. In certain cases, it
could also be because the product’s profita-
bility has been too low or even negative. The
launch of new product types can sometimes
be dicult if we lack a brand that can carry
them, and at the same time the necessary
marketing investments can be so high that
the products would not be profitable.
Frequently asked questions to Cloetta
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
46 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
47Cloetta Annual and Sustainability Report 2022
Financial
performance
Net sales
Net sales for the year increased by
SEK823m to SEK 6,869m (6,046) com-
pared to last year. Organic growth was 10.0
per cent and exchange rate dierences were
3.6 per cent. Sales of Branded packaged
products increased organically by 6.8 per
cent. Pick & mix sales increased organically
by 21.1 per cent.
Sales of Branded packaged products
account for 75 per cent (78) of total sales,
and Pick & mix accounts for 25 per cent
(22) of total sales. Divided by category,
candy accounts for 62 per cent (61) of sales
and chocolate accounts for 19 per cent
(19). Pastilles account for 10 per cent (10),
chewing gum for 5 per cent (5), nuts for 2per
cent (3) and other products for 2 per cent (2).
Sales in seven main markets
Cloetta has seven main markets, of which
Sweden is the largest with around 30 per
cent (31) of Cloetta’s sales. The second larg-
est market is Finland with 21 per cent (21).
The Netherlands accounts for 14 per cent
(14), Denmark for 9 per cent (9), Norway for
7 per cent (7), Germany for 6 per cent (6) and
the UK for 6 per cent (6).
Sales of Branded packaged products
grew in Sweden, Denmark, Norway,
Finland, the Netherlands, International
Markets, the UK and declined slightly in
Germany. Sales of Pick & mix grew in all
Cloetta markets.
International Markets
In addition to the main markets, Cloetta’s
products are sold through distributors in
more than 50 countries. Sales in these other
markets increased in 2022 and accounted
for 7 per cent (6) of Cloetta’s sales.
Pricing strategies
In Cloetta’s main markets the grocery trade
is consolidated with few, very large retail
chains. Concentration of the grocery retail
trade exerts strong price pressure on all our
suppliers. Cloetta continuously improves its
eciency to cope with the pressure from the
grocery retail trade. To oset changes in raw
material costs and exchange rates, Cloetta’s
strategy is to pass these on by adjusting its
prices. Furthermore, in a high inflationary
environment, Cloetta’s strategy is to pro-
tect its profitability by compensating for all
input costs in absolute terms, also including
packaging, freight and energy costs, through
price increases towards customers as well
as cost savings and reducing overall energy
consumption. For more information on
Cloetta’s pricing strategy, see page 46.
Cloetta’s net sales by country
%
30%
Sweden
21%
Finland
14%
The Netherlands
9%
Denmark
7%
Norway
6%
The UK
6%
Germany
7%
International Markets
Net sales – change
SEKm
8,000
7,000
6,000
5,000
4,000
4000
5000
6000
7000
8000
20222021
Net sales
SEKm
2,000
1,500
1,000
500
0
0
500
1000
1500
2000
Q4Q3Q2Q1
2021 2022
Net sales and profit
Condensed consolidated profit and loss account
SEKm 2022 2021
Net sales 6,869 6,046
Cost of goods sold -4,738 -3,898
Gross profit 2,131 2,148
Selling expenses -1,009 -938
General and administrative expenses -656 -645
Operating profit 466 565
Net financial items -123 -7
Profit before tax 343 558
Income tax -68 -86
Profit for the year 275 472
Operating profit, adjusted 691 571
Exchange
rate changes
Organic
growth
6,046
606
217 6,869
67%
Nordic
countries
33%
Other
Words from
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Targets &
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Market &
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Main
markets
Share &
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Financial
performance
Risks & Corporate
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Other
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48 Cloetta Annual and Sustainability Report 2022
Operating profit, adjusted
SEKm
0
50
100
150
200
Q4Q3Q2Q1
2021 2022
Operating expenses – change
SEKm
7,000
6,000
5,000
4,000
3,000
3000
4000
5000
6000
7000
20222021
Quarterly data
2022 Q1 Q2 Q3 Q4 2021 Q1 Q2 Q3 Q4
Net sales, SEKm 6,869 1,540 1,626 1,798 1,905 6,046 1,398 1,420 1,566 1,662
Operating profit, SEKm 466 154 -61 186 187 565 103 126 179 157
Operating profit, adjusted, SEKm 691 158 162 188 183 571 107 127 180 157
Operating profit margin, % 6.8 10.0 -3.8 10.3 9.8 9.3 7.4 8.9 11.4 9.4
Operating profit margin, adjusted, % 10.1 10.3 10.0 10.5 9.6 9.4 7.7 8.9 11.5 9.4
Net financial items
SEKm 2022 2021
Exchange differences on cash and cash equivalents in foreign currencies -143 33
Other financial income 21 2
Unrealised gains or losses on single currency interest rate swaps 57 7
Interest expenses on third-party borrowings and realised losses on single
currency interest rate swaps
-48 -33
Interest expenses, third-party pensions -4 -5
Other financial expenses -6 -11
Net financial items -123 -7
Key ratios
% 2022 2021
Gross margin 31.0 35.5
Operating profit
margin
6.8 9.3
Operating profit
margin, adjusted
10.1 9.4
Return on capital
employed
7.2 7.9
Return on equity 5.5 10.5
For definitions, see pages 152–153.
Gross profit
Gross profit amounted to SEK 2,131m
(2,148), which equates to a gross margin of
31.0 per cent (35.5). Gross profit, adjusted
for items aecting comparability, amounted
to SEK 2,341m (2,147), which equates to a
margin of 34.1 per cent (35.5). The adjusted
gross profit was positively impacted by
higher volumes, favourable mix and pricing,
partly oset by higher input costs.
Operating profit
Operating profit amounted to SEK 466m
(565). Operating profit, adjusted for items
aecting comparability, amounted to
SEK 691m (571). The adjusted operating
profit increase was driven by higher adjusted
gross profit.
Items affecting comparability
Operating profit for the year includes items
aecting comparability of SEK -225m (-6)
that are mainly related to the greenfield
facility. Total items aecting comparability
for the greenfield facility consist of
recognised impairments of SEK -134m and
provisions and other items aecting compa-
rability of SEK -108m.
Employees
The average number of employees was
2,598 (2,599).
Research and development
Costs for research and development (R&D)
were charged to operating profit for an
amount of SEK 32m (31) and are primarily
attributable to the development of new prod-
uct and brand varieties as well as packaging
solutions within the framework of the exist-
ing product range. No expenses for research
and development have been capitalised.
Seasonal variations
Cloetta’s sales and operating profit are
subject to some seasonal variations. Sales
in the first and second quarters are, mainly
in Sweden, aected by the Easter holiday,
depending on the quarter in which it
occurs. In the fourth quarter, sales are
usually higher than in the first three quar-
ters of the year, which is mainly attribut-
able to the sale of products in Sweden in
connection with the holiday season.
Net financial items
Net financial items for the year amounted to
SEK -123m (-7). Interest expenses related to
external borrowings were SEK -48m (-33),
exchange dierences on cash and cash equiv-
alents were SEK -143m (33) which mainly
related to the development of the Swedish
and Norwegian krona and the Great Britain
pound against the euro during the year. Other
financial items amounted to SEK 68m (-7).
Of the total net financial items SEK -84m
(-33) is non-cash in nature.
Profit for the year
Profit for the year was SEK 275m (472),
driven by items aecting comparability and
unrealised exchange rate dierences on
cash and cash equivalents. Income tax for
the period was SEK -68m (-86). The eec-
tive tax rate for the period was 19.8 per cent
Personnel
Transportation
Energy
Depreciation,
amortisation and
impairment charges
Maintenance
Leasing
Advertising,
promotion, selling
and marketing
Other
5,481
552
233
31
76
137
18
3 1 -129
6,403
Raw materials,
packaging material
and finished goods
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
49Cloetta Annual and Sustainability Report 2022
Operating expenses – by type
%
46%
Raw materials,
packaging material
and finished goods
25%
Personnel expenses
6%
Advertising,
promotion, selling
and marketing
6%
Amortisation/
depreciation
4%
Transportation
13%
Other
Operating expenses – by category
%
74%
Cost of goods sold
16%
Selling expenses
10%
Administrative
expenses
Cost of goods sold
%
59%
Raw material and
packaging
33%
Manufacturing
costs
8%
Distribution and
warehousing
(15.4) and was positively impacted by the
applicable rates in the countries where the
cost related to the greenfield facility are
recognised. In addition, the release of a tax
provision, international tax rate dierences
and dierences between expected and actual
tax filings impacted the eective tax rate
favorably. The recognition of a tax provision
and non-deductible expenses had a negative
impact. The eective tax rate for the year
excluding the items aecting comparability,
would have been 21.8 per cent. Profit for the
year equates to basic and diluted earnings
per share of SEK 0.96 (1.64).
Sensitivity analysis
The eects on profit before tax of changes in
the Swedish krona against the euro, inter-
est rate and average raw material prices are
shown in the table at the right. These are
estimated eects which could occur with an
isolated change in each variable and should
be interpreted with caution. The calcula-
tions are hypothetical and should neither be
considered as an indicator of either of these
factors being more or less likely to change,
nor the size of the magnitude of the change.
Real changes and their eects may be larger
or smaller than presented in the table. In
addition, it is likely that the actual changes
will aect other items, and that actions
by Cloetta and others, as a result of the
changes, may thereby aect other items.
Cloetta’s development is aected by mul-
tiple factors, which include those disclosed
in the section Risks and risk management
on pages 54–58.
Sensitivity analysis
Change
Profit
before tax
Currency risk
If the Swedish krona
weakens/strengthens
against the euro
-/+ 10% +/- SEK
25m
Interest rate risk
Interest rate
+/- 1% - SEK 7m/
+ SEK 4m
Commodity
price risk
Average raw
material prices
+/- 10% -/+ SEK
144m
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50 Cloetta Annual and Sustainability Report 2022
Assets
Total assets at 31 December 2022 amounted
to SEK 10,316m (9,549), which is an
increase of SEK 767m compared to the pre-
vious year.
Non-current assets
Intangible assets totalled SEK 5,883m
(5,582). The change consists mainly of
exchange dierences related to intangible
assets recognised in foreign subsidiaries of
SEK 313m (77). Investments for the year
amounted to SEK 1m (1) and amortisation
amounted to SEK -14m (-26). Of total intan-
gible assets, 99 per cent (99) or SEK5,813m
(5,501) pertained to goodwill and trade-
marks at 31 December 2022. Goodwill and
trademarks are tested at least yearly for
impairment.
Property, plant and equipment amounted
to SEK 1,581m (1,576). The year’s invest-
ments amounted to SEK 295m (229). The
year’s investments in property, plant and
equipment referred primarily to continuous
eciency-enhancing and replacement
investments in the existing production lines,
as well as investments in pick & mix fixtures.
Impairment losses amounted to SEK-136m
(-1) and are related to the announced invest-
ment in a new greenfield facility and closure
of the factories in Roosendaal, the Nether-
lands and Turnhout, Belgium, and com-
prise assets that will not be transferred to
the new facility. Depreciation amounted to
SEK-248m (-234). Exchange dierences
related to property, plant and equipment rec-
ognised in foreign subsidiaries amounted to
SEK98m (27) during the year. Other move-
ments add up to SEK-3m (-5).
Current assets
Current assets amounted to SEK2,781m
(2,342). This change is mainly due to higher
inventories and trade and other receivables
of in total SEK 490m partly oset by lower
cash and cash equivalents of SEK 109m.
Equity and liabilities
Equity
Consolidated equity at 31 December 2022
amounted to SEK 4,994m (4,515), which
equates to SEK 17.5 (15.7) per share. On
the balance sheet date, the share capital
amounted to SEK 1,443m (1,443). The
equity/assets ratio on the same date was
48.4per cent (47.3).
Liabilities
Non-current liabilities amounted to
SEK 3,613m (3,530), which is an increase
of SEK 83m compared to previous year.
Long-term borrowings totaled SEK2,277m
(2,162) and consisted of SEK 2,190m (2,081)
in gross non-current loans from credit insti-
tutions, SEK 95m (84) in non-current lease
liabilities and SEK -8m (-3) in capitalised
transaction costs. The deferred tax liability
increased by SEK 21m to SEK 884m.
Pension provisions decreased by SEK 160m
to SEK345m. The long-term provision
of SEK 107m (0) relate to the severance
payments and outplacement costs recog-
nised in relation to the announced closure
of the factories in Turnhout, Belgium and
Roosendaal, the Netherlands.
Total short-term borrowings amounted
to SEK 207m (206) and consisted of com-
mercial papers of SEK149m (150), current
lease liabilities of SEK61m (59) and capital-
ised transaction costs of SEK -3m (-3).
Borrowings
In 2021, Cloetta agreed on refinancing the
Group through its existing banks for up to
four years with the possibility to extend for an
additional two years. In the second quarter of
Financial position
Consolidated balance sheet
SEKm 31 Dec 2022 31 Dec 2021
ASSETS
Non-current assets
Intangible assets 5,883 5,582
Property, plant and equipment 1,581 1,576
Deferred tax asset 43 42
Derivative financial instruments 25 2
Other financial assets 3 5
Total non-current assets 7,535 7,207
Current assets
Inventories 1,090 843
Trade and other receivables 1,030 787
Current income tax assets 44 19
Derivative financial instruments 34 1
Cash and cash equivalents 583 692
Total current assets 2,781 2,342
TOTAL ASSETS 10,316 9,549
EQUITY AND LIABILITIES
Equity 4,994 4,515
Non-current liabilities
Long-term borrowings 2,277 2,162
Deferred tax liability 884 863
Provisions for pensions and other
long-term employee benefits
345 505
Provisions 107 -
Total non-current liabilities 3,613 3,530
Current liabilities
Short-term borrowings 207 206
Derivative financial instruments - 0
Trade and other payables 1,419 1,267
Provisions 6 5
Current income tax liabilities 77 26
Total current liabilities 1,709 1,504
TOTAL EQUITY AND LIABILITIES 10,316 9,549
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51Cloetta Annual and Sustainability Report 2022
Equity/assets ratio
At 31 December, %
50
40
30
20
10
0
0
10
20
30
40
50
20222021202020192018
Equity
SEKm
5,000
4,000
3,000
2,000
1,000
0
0
1000
2000
3000
4000
5000
20222021202020192018
Net debt
SEKm 31 Dec 2022 31 Dec 2021
Gross non-current loans from credit institutions 2,190 2,081
Commercial papers 149 150
Lease liabilities 156 143
Derivative financial instruments (non-current and current) -59 -3
Interest payable 2 0
Gross debt 2,438 2,371
Cash and cash equivalents -583 -692
Net debt 1,855 1,679
2022, Cloetta extended its loan facilities by
one year. In the fourth quarter of 2022, new
credit facilities, totaling EUR 160m, have
been agreed upon with Cloetta’s existing
banking group.
The facilities agreement bears variable
interest at a rate based on STIBOR, plus an
applicable fixed margin for loans in SEK, and
variable interest at a rate based on EURIBOR
plus an applicable fixed margin for loans in
EUR. The applicable margin at 31 December
2022 was 0.95 per cent (1.05) for the out-
standing loans in SEK and 1.05per cent (1.15)
for the outstanding loans in EUR. Interest on
the issued commercial papers at 31 December
2022 amounted to 3.08 per cent on average
(0.45). Furthermore, an additional 35 per
cent (35) of the fixed applicable margin on
the unutilised amounts of the credit revolving
loans is paid as a commitment fee.
The eective interest rate for the loans
from credit institutions and the commercial
Net debt/EBITDA
SEKm x
2,400
2,000
1,600
1,200
800
400
0
0
400
800
1200
1600
2000
2400
0
1
2
3
20222021202020192018
Net debt, SEKm Net debt/EBITDA, x
papers was 1.55 per cent (1.01) during the
year. The eective interest rate including the
eect of single currency interest rate swaps
was 1.35 per cent (1.22).
Change in capital employed
Capital employed during the year increased
by SEK 435m to SEK 7,823m (7,388) com-
pared to last year.
Net debt
Interest-bearing liabilities exceeded cash
and cash equivalents and other interest-
bearing assets by SEK 1,855m (1,679). The
net debt/equity ratio on the balance sheet
date was 37.1 per cent (37.2).
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52 Cloetta Annual and Sustainability Report 2022
Condensed consolidated cash flow statement
SEKm 2022 2021
Cash flow from operating activities before
changes in working capital
822 675
Cash flow from changes in working capital -303 183
Cash flow from operating activities 519 858
Investments in property, plant and equipment -212 -193
Investments in intangible assets -2 -1
Free cash flow 305 664
Other investing activities
Disposals of property, plant and equipment 1 3
Cash flow from other investing activities 1 3
Cash flow from operating and investing activities 306 667
Cash flow from financing activities -406 -436
Cash flow for the year -100 231
Cash and cash equivalents at beginning of year 692 396
Cash flow for the year -100 231
Exchange difference -9 65
Cash and cash equivalents at end of year 583 692
Free cash flow
The free cash flow was SEK 305m (664).
Cash flow from operating activities before
changes in working capital was SEK 822m
(675). The cash flow from changes in work-
ing capital was SEK -303m (183). The cash
flow from investments in property, plant and
equipment and intangible assets was
SEK -214m (-194).
Cash flow from changes
in working capital
Cash flow from changes in working capital
was SEK -303m (183). The cash flow from
changes in working capital was negatively
impacted by an increase in receivables
amounting to SEK -201m (-44), an increase
in inventories for an amount of SEK -197m
(123), partly oset by an increase in payables
of SEK 95m (104).
Cash flow from other investing activities
Cash flow from other investing activities was
SEK 1m (3).
Cash flow from financing activities
Cash flow from financing activities was
SEK -406m (-436). The cash flow from
financing activities was related to the
dividend distribution of SEK -287m (-215),
payments of lease liabilities of SEK-75m
(-69), purchase of treasury shares of
SEK-34m (-44) and net proceeds and
repayments of loans from credit institutions
and commercial papers including transaction
costs of SEK-10m (-107). Other cash flows
from financing activities amounted
to SEK0m (-1).
Cash and cash equivalents
The net cash flow was SEK-100m (231),
which together with exchange dierences
of SEK-9m (65) decreased cash and cash
equivalents by SEK 109m to SEK 583m,
compared to SEK 692m in the previous year.
Cloetta had an unutilised credit facility of
SEK2,447m (615) and the possibility to
issue additional commercial papers for an
amount of SEK850m (850). Cloetta’s work-
ing capital is exposed to seasonal variations,
partly resulting from a build-up of invento-
ries in preparation for increased sales ahead
of the Christmas holiday. This means that
the working capital requirement is normally
highest during the summer and lowest
at year-end.
Free cash flow
SEKm
0
200
400
600
800
20222021202020192018
Cash flow from
operating activities
SEKm
1,000
800
600
400
200
0
0
200
400
600
800
1000
20222021202020192018
Cash flow from
financing activities
SEKm
0
-200
-400
-600
-800
-800
-600
-400
-200
0
20222021202020192018
Cash flow statement
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53Cloetta Annual and Sustainability Report 2022
Future outlook
Goal attainment
Cloetta’s target is to increase sales
organically at least in line with market
growth. Historically, annual growth in the
markets has been one to two per cent. In
2022, Cloetta’s organic growth was 10.0
per cent; sales of Branded packaged
products grew organically by 6.8 per
cent and Pick & mix sales grew organi-
cally by 21.1 per cent. The strong growth
reflects the inflationary environment dur-
ing the year. Cloetta’s long-term target is
an adjusted EBIT margin of at least 14 per
cent. In 2022, the adjusted EBIT margin
was 10.1 per cent (9.4). The increase was
driven by strong pricing execution, posi-
tive mix and cost savings, partly oset by
higher input cost.
Another of Cloetta’s long-term targets is
to keep the net debt/EBITDA ratio around
2.5x. At 31 December 2022 the net debt/
EBITDA ratio was 1.9x (2.0). Cloetta’s
policy is to have a dividend payout ratio
of 40 to 60 per cent of profit for the year.
The Board proposes an ordinary divi-
dend of SEK 1.00 per share (1.00), cor-
responding to 104 per cent (61) of profit
for the year, equal to 63 per cent of the
profit for the year excluding impact of
the impairment and provisions and other
items affecting comparability relating to
the greenfield facility. As the impairment
and provision for the new greenfield is
non-cash it has not affected our ability to
issue dividends. The ambition is to con-
tinue to propose a stable dividend.
Profitable growth
The strategy and financial targets for
Cloetta stand firm. The focus in 2023
will be on growth leadership in Branded
packaged products, creating sustainable
value within Pick & mix as well as driving
cost-savings and eciency activities
throughout the entire value chain.
Financial outlook
As in earlier years, Cloetta is not issuing
any financial forecast for 2023.
Environmental impact and environmental management
Cloetta works to reduce its environmental
impact through systematic environmental
management. Our greatest direct environ -
mental impact comes from water and
energy consumption, wastewater emis-
sions, waste and transportation. Over
the entire life cycle of the products, the
most significant environmental impact
arises during raw material and packaging
production. Cloetta complies with the
statutory environmental requirements
and is not involved in any environmental
disputes. At 31 December 2022, Cloetta
conducted operations at seven factories
in five countries. The Swedish factory
in Ljungsbro were subject to reporting
requirements according to the Swedish
Environmental Code. These permits
apply until further notice. There are no
injunctions in respect of the Swedish
Environmental Code.
The manufacturing units outside
Sweden adapt their operations, apply
for the necessary permits and report to
the authorities in accordance with local
legislation.
All of Cloetta’s factories conduct sys-
tematic environmental management that
includes action plans and monitoring in
a number of areas. Environmental man-
agement is an integral part of Cloetta’s
operations and environmental aspects
are taken into account when making
decisions. Frequent evaluation and
follow-up of measures increase aware-
ness about the effects of operations
on the environment.
Statutory
sustainability report
Pursuant to the Swedish Annual Accounts
Act, chapter 6, paragraph 10, Cloetta AB
(publ) has chosen to prepare its statutory sus-
tainability report as a separate report from
the annual report. The statutory sustainability
report consists of pages 6–7, 10–11 (business
model), 53–57 (risks and risk management)
and 2–3, 9, 22-35, 60-70, 72-73, 138-146
(material sustainability matters, governance
and performance indicators).
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54 Cloetta Annual and Sustainability Report 2022
Risks and
risk management
Uncertainty about future events is a natural part of all business activities.
Future events can have a positive impact on operations through oppor-
tunities to create increased value, or a negative impact through risks that
may have an adverse effect on Cloetta’s business and results.
New risks can arise as a result of events or
decisions that are beyond Cloetta’s control,
but they can also be an eect of incorrect
risk management within Cloetta or among
its suppliers or customers.
Organisation for risk management
Cloetta’s Board of Directors has a responsi-
bility to the shareholders to oversee the com-
pany’s risk management. Risk assessment
associated with business development and
long-term strategic planning is prepared by
the Group Management Team and decisions
are made by the Board of Directors.
The Group Management Team contin-
ually reports to the Board of Directors on
risk areas such as the Group’s financial sta-
tus and compliance with the Group’s finance
policy. Operational risk management that
takes place at all levels of the organisation is
regulated by Cloetta’s Code of Conduct and
a number of other central policies.
Identification of risks
The identification of risks and proactive
measures to limit them or prevent them from
materialising and having a negative impact
on operations, is of fundamental importance
for operations and is a central part of every
manager’s responsibility at Cloetta. Cloetta
works continuously to assess and evaluate
the risks to which the organisation is, and
can be, exposed. All events that could aect
confidence in Cloetta or disrupt operations
are essential to monitor and minimise. This is
the responsibility of the Group Management
Team and is managed through dialogue with
various stakeholders.
Risk management
Eective handling of risks is an integral
part of Cloetta’s management and control.
Rapid distribution of relevant information
is ensured via the company’s management
structures and processes. Where possible,
risks are eliminated, and undesired events
are minimised through proactive measures.
Alternatively, risks can be transferred, for
example through insurance or agreements.
However, certain risks are impossible to
eliminate or transfer. These are often an
active part of business operations. We
include climate-related risks, and we intend
to disclose information according to the
Task Force on Climate-related Financial
Disclosures (TCFD) recommendations
within the next year.
Risk overview
A number of risk areas have been identified
through Cloetta’s risk management process.
A selection of these, and a brief description
of how each risk area is handled, is presented
on the following pages. The Group’s financial
risk management is also described in more
detail in Note 26, on pages 111–112.
Pages 68–70 contain a description of the
internal control processes and risk assess-
ment aimed at preventing misstatements in
the financial reporting.
Management of risks in the workplace
environment is described on pages 26–27.
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55Cloetta Annual and Sustainability Report 2022
Industry and market-related risks
Cloetta works continuously to assess and evaluate the risks to which the
Group is, and can become, exposed. Critical external risks are managed both
strategically through business and product development, and operationally
through daily purchasing, sales and marketing activities.
RISKS
Probability
MITIGATION
Impact
Market
climate
Crises can have a negative impact on consumers’ disposable income
and consumption patterns. This can affect Cloetta both with lower
sales as well as a shift towards more price consciousness that can
lead to retail customers experiencing lower profitability, which leads to
price pressure.
Global pandemics may have a negative impact on consumption
patterns as well as a sharp decrease of mobility which lower sales
of impulse categories in channels such as convenience stores and
travel retail.
Historically, the confectionery market has been relatively mildly aected
by market downturns in consumption. This is particularly true for Cloetta’s
products, which most people can aord to buy and our products are also
available in discount price channels. To support the customers’ business,
Cloetta cooperates with its customers on in-store sales activities and
other measures.
The majority of Cloetta’s sales come from grocery stores, which has
remained open during a global pandemic as they are considered essen-
tial for society. Cloetta has proven to be able to adjusts its business
model to cope with the huge changes of consumer behaviour by being
agile and adaptable.
Compe tition
The confectionery market is highly competitive and includes several
major players. Furthermore, grocery retailers offer private labels that
compete with certain Cloetta products.
Cloetta is a significant pick & mix player, which by its nature is a market
that often consists of multi-year contracts that must be continuously
renewed. Competition from other players, including the grocery retail
chains, and Cloetta’s strategy to improve profitability may result in
losses of major contracts.
This competition means that Cloetta needs to continue on its strategic
journey to strengthen its key brands vs competition by good commer-
cial execution, not the least by increasing brand support to competitive
levels. Strong brands lead to more sales, can bear premiumisation and
demand a price premium.
Cloetta competes in the market by a strong consumer focus approach,
insights generated will lead to product innovation, product quality, brand
recognition and loyalty, marketing investments and in-store execution.
Cloetta endeavours to offer the best pick & mix concepts in terms of the
customer and consumer experience. Furthermore, an integrated pro-
duction chain enables Cloetta to be cost-effective in pick & mix.
Retail trade
development
The European grocery and service trade has undergone a process of
consolidation leading to the establishment of large, sophisticated play-
ers with substantial purchasing power. These major players are not
necessarily dependent on individual brands and can hold back price
increases and demand higher investment in marketing initiatives. They
can also take over shelf space that is currently used for Cloetta’s prod-
ucts for their own brands.
E-commerce is challenging the current retail structure and will over
time likely change the retail landscape substantially. The introduction
of self-scanning services in stores might impact sales of Cloetta’s
products since they are often placed next to regular store checkouts.
As with most consumer-facing companies, major retailers are increas-
ing their efforts on backing climate change and are requesting their
suppliers to do the same.
Cloetta’s strategic direction to strengthen its key brands and market
position, together with a strong sales force and close cooperation with
the retail trade enables Cloetta to maintain good relations with the retail
trade. Cloetta also works actively with new sales channels. Cloetta has a
relatively wide and diversified customer base.
Cloetta is working actively with retailers regarding e-commerce, helping
them to learn how to sell impulse confectionery products online.
By supporting retailers in learning how to sell products in self-scanning
areas, Cloetta is able to maintain sales in the checkout area.
Cloetta joined the Science Based Target initiative in 2020, and has com-
mitted to reduce its greenhouse gas emissions by 46 per cent by 2030,
enabling us to also meet customers’ expectations.
Consumer
trends
Health and
Sustainability
Health trends and the debate on health, weight and sugar may have a
negative impact on confectionery consumption. The health trend has
also spurred a growing interest in natural raw materials.
In the wake of rapid globalisation, individual consumers are more
aware of how their consumption patterns affect the environment and
social/ethical conditions all over the world. Consumers want to know
more about product origins, manufacturing methods and raw mate-
rials. Claims suggesting that Cloetta, or Cloetta’s suppliers, do not
take adequate environmental or social responsibility could damage
Cloetta’s brand.
Health trends have not affected confectionery sales to any great extent,
since confectionery is often eaten as a small luxury in everyday life.
Cloetta has the For You pillar within the sustainability agenda, where we
inform consumers about product content and calories, and we work to
offer lower sugar or sugar free alternatives next to portion control pack.
In general, we do not see a strong consumer trend against confectionery
consumption. We also work on dental health propositions to promote
dental health. Cloetta’s sustainability agenda focuses on social, envi-
ronmental and consumer-centric areas in order to improve our overall
performance and meet the current and future needs of our consumers.
Consumers’ increased awareness opens an opportunity to inform and
be transparent with our sustainability performance.
Improving conditions in our supply chain remains a priority, as reflected
in our Supplier Code of Conduct .
Cloetta sources certified raw materials where this is possible and contin-
uously looks to improve conditions through cooperation with suppliers
and NGO’s.
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56 Cloetta Annual and Sustainability Report 2022
RISKS
Probability
MITIGATION
Impact
Laws and
taxes
Cloetta conducts operations through companies in a number of coun-
tries. New laws, taxes or regulations in various markets may lead to
restrictions in operations or introduce new and increasing require-
ments. There is a risk that applicable tax laws, tax treaties and regula-
tions in the different markets will change, or that the interpretations of
the same will change, possibly with an adverse retroactive effect.
Cloetta continuously assesses tax and legal developments in order to pre-
dict and prepare its operations for possible changes. The introduction of
confectionery taxes and fat taxes often has a short-term impact on sales.
Provisions for legal and tax disputes or uncertainties, are based on an
estimation of the related costs. Estimates are made with the support of
legal and tax advice where needed and based on the information availa-
ble. An increased focus on compliance in various areas and the develop-
ments related to increasing tax transparency will require more time and
resources spent on ensuring such compliance and reporting.
Raw material
prices
Cost inflation
Price development for raw materials is steered mainly by supply and
demand and is beyond Cloetta’s control. The prices of sugar and many
of the other raw materials purchased by Cloetta can also be affected
by agro-political decisions in the EU regarding quotas, support, sub-
sidies and trade barriers, and also by rising living standards and the
activity of financial investors on the commodities exchanges.
Input costs, including for raw materials, packaging, freight, and energy,
have been increasing significantly, constituting a risk for negative
impact on Cloetta’s profitability.
Cloetta continuously monitors the development of raw material prices,
and all purchasing is carried out through a central purchasing func-
tion. To ensure access and price levels, Cloetta normally enters into
supplier contracts that cover the need for raw materials for a period
of 6–9 months ahead. Cloetta may choose to deviate from this policy
under extraordinary circumstances, should higher flexibility be deemed
required. If the average raw material prices had been 10 per cent higher/
lower on 31 December 2022, profit before tax for the year would have
been around SEK 144m lower/higher. Cloetta’s policy is to compensate
for higher raw material costs by raising prices to its customers.
In a high inflationary environment, Cloetta’s strategy is to protect its
profitability by compensating for all input costs in absolute terms, also
including packaging, freight and energy costs, through price increases
towards its customers as well as cost savings and reducing overall
energy consumption.
Russia’s war
in Ukraine
Russia’s war in Ukraine that started in 2022 entails risks of further
impact on the global economy, further cost inflation, and disruptions in
supply chains.
Cloetta does not have any significant direct financial exposure to any
of the countries involved. However, the company is being impacted by
rising input costs and global supply chain challenges, which are being
addressed as commented on in the sections for Raw material prices,
Cost inflation, Interest rate risks and Disruption and relocation of prod-
uct manufacturing.
Operational risks
Operational risks can often be influenced, which is why they are normally regulated by policies,
guidelines and instructions. Operational risks are part of Cloetta’s day-to-day work and are
managed by the operating units. Operational risks include those related to the brand, relocation of
production, insurable risks and environmental, health and safety-related risks and IT-related risks.
RISKS
Probability
MITIGATION
Impact
Business
ethics and
brand risks
Demand for Cloetta’s well-known brands is driven by consumers’
association of these brands with positive values. If Cloetta or any of the
Group’s partners take any measures that conflict with the values rep-
resented by the brands, the Cloetta brands could be damaged.
Cloetta takes a proactive approach by adhering to a Code of Conduct
and a policy on anti-corruption and bribery, as well as responsible
marketing.
Cloetta’s Supplier Code of Conduct covers human and labour rights,
business ethics and anti-corruption, health and safety, and environ-
mental protection.
Social
conditions
in the supply
chain
Cloetta uses some raw materials that originate from regions or coun-
tries with an increased risk of human rights violations and corrupt
behaviour.
Further, political instability in places where raw materials are produced
can have a negative impact on availability and costs.
Cloetta’s Supplier Code of Conduct is part of all supplier agreements.
Cloetta assesses the raw materials, monitors suppliers for certain
materials based on climate, social and human-rights related risks, and
prioritises involvement with supporting organisations.
100% of all cocoa purchased is Rainforest Alliance certified.
With palm oil-based vegetables oils, Cloetta continues to source 100
% RSPO Certified Segregated palm oil, which is one of the highest
standards to ensure that human rights are upheld in sourcing sustaina-
bly farmed palm oil. Certification of Cloetta’s factories according to this
standard has been upheld since 2019.
Since 2017 Cloetta has purchased sustainable and traceable shea
butter from women cooperatives in Africa.
Cloetta participated in a pilot initiative with Rainforest Alliance to
close the income gap for cocoa farmers in Africa and will continue the
collaboration on the Living Income Fund.
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57Cloetta Annual and Sustainability Report 2022
RISKS
Probability
MITIGATION
Impact
Environ-
mental and
climate
related risks
There is a risk that climate change will impact Cloetta. This may involve
transition risks such as changing rules and taxation, as well as physical
risks. Physical risks include changes that are both long-term and
urgent in nature, for example extreme weather conditions and natural
catastrophes that could impact Cloetta’s access to raw materials and
disrupt business operations directly or indirectly.
The climate crisis coincides with a biodiversity crisis and water-crisis,
which agriculture is directly impacted by.
Climate-related risks are becoming an ever-growing concern among
the investment community and new initiatives are receiving more
attention.
Cloetta is raising the ambition level to improve its total environmental
footprint through the work in our sustainability agenda.
The future of agricultural production is of utmost importance to the
future of any food company. Therefore, Cloetta joined the Science
Based Targets initiative to set targets and action plans to reduce our
carbon footprint throughout our value chain, not only our own opera-
tions. We will cooperate with our stakeholders to find solutions that can
tackle this enormous challenge.
100% of all cocoa purchased is Rainforest Alliance certified.
With palm oil-based vegetables oils, Cloetta continues to source 100%
RSPO Certified Segregated palm oil, which is one of the highest stand-
ards to ensure deforestation free and sustainably farmed palm oil.
Certification of Cloetta’s factories according to this standard has been
upheld since 2019.
Cloetta manages the environmental and climate impact of its business
operations through systematic work within the scope of the company’s
environmental management system.
Product
safety risks
Handling of food products places high demands on traceability,
hygiene and safety. In a worst-case scenario, inadequate control can
lead to contamination or allergic reactions. These types of deficiencies
in the handling of food products can lead to lower trust in Cloetta and
the Group’s brands.
Cloetta works with first-class raw materials and in accordance with
international quality standards. Analyses through chemical and phys-
ical tests are performed on both raw materials and finished products.
Issues of importance for product safety are collated in special policies.
Plans for information or product recalls in the event of deficiencies
have been prepared.
Insurable
risks
Assets such as factories and production equipment can be seriously
damaged, for example in the event of a fire or power outage. Product
recalls can incur substantial costs, resulting in direct costs, claims for
financial compensation and damage to Cloetta’s reputation. Cargo
may be damaged in transit.
Cloetta has an insurance programme for property and liability risks
appropriate to Cloetta’s operations and works systematically to limit
the risk of incidents and to have robust contingency plans in place to
limit the effects of any incidents.
Disruption
and relocation
of product
manufacturing
Disturbances and inefficiencies in the supply chain, as well as
undesirable effects on and from the external environment, such as a
fire, strikes, shortage of energy supply or raw- and packaging mate-
rials, pandemics or extreme weather, could result in stoppages in
production, operations and deliveries, and thus negatively affect the
company’s business and reputation. To optimise efficiency, Cloetta
continuously monitors capacity utilisation in manufacturing and evalu-
ates the need to move manufacturing from one factory to another. This
is however a complex process that can result in disruptions and delays
in production, which can in turn also lead to delivery problems.
Cloetta has a good monitoring process in place to anticipate short
term disruption both in sourcing and delivery. In our factories we have
clear protective protocols in place to reduce the risk, provide a safe
workplace and limit the impact. We have also prepared certain sce-
narios for our plants in case of energy disruptions. Cloetta also has an
experienced and efficient organisation with well-established routines
for handling.
Access to
the right
expertise
To a large extent, Cloetta’s future is dependent on its capacity to recruit,
retain and develop competent senior executives and other key sta.
Cloetta occasionally reorganises and streamlines its operations, which
in the short term may have a negative impact on its performance.
Cloetta endeavours to continue to be an attractive employer.
Employee development and follow-up plans, together with market-
based and competitive compensation, enable Cloetta to recruit and
retain employees.
Cloetta has a strong and experienced organisation that is well
equipped to handle organisational changes.
IT security
Cloetta is highly dependent on having an efficient IT platform.
Disruptions or faults in critical systems can have a direct impact on
both production, financial systems, and business processes. Over
the years, efforts have been made to harmonise and standardise
the IT landscape by minimising the number of supported IT applica-
tions and continuously invest in IT infrastructure. Examples of risk
mitigation in infrastructure is redundant network access, mirrored and
physically separated environments for critical business applications.
The IT security is the defence to protect against potential loss or harm
related to technical infrastructure, use of technology or reputation
of our organisation.
Cloetta operates under a centrally controlled IT governance and
continuously mitigates against all dimensions of attacks by assess-
ing its cyber risk profile, remediating where recommended and
pro-actively managing and investing in its defences. End-users
are frequently trained in information security to further increase the
awareness.
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58 Cloetta Annual and Sustainability Report 2022
Financial risks
The primary financial risks are composed of foreign exchange, financing, interest rate and
credit risks. Financial risks are managed by the Group’s central finance function according
to the guidelines in the finance policy established by Cloetta’s Board of Directors. Financial
risk management primarily aims to identify the Group’s risk exposure and, with a certain
degree of foresight, to attain predictability in the financial outcome and minimise possible
unfavourable effects on the Group’s financial results, in close cooperation with the Group’s
operating units. Consolidating and controlling these risks centrally enables the Group to
minimise the level of risk while reducing the cost of measures such as currency hedging.
Financial risk management is described in detail in Note 26, on pages 111–112.
RISKS
Probability
MANAGEMENT
Impact
Foreign
exchange
risks
Exchange rate fluctuations affect Cloetta’s financial results in con-
nection with buying and selling in different currencies (transaction
exposure), and through translation of the profit and loss accounts and
balance sheets of foreign subsidiaries to Swedish kronor (translation
exposure). Cloetta’s reporting currency is the Swedish krona, while
many subsidiaries have the euro as their functional currency, thus
translation exposure is significant. Aside from SEK and EUR, Cloetta
also has exposure to DKK, NOK, GBP and USD.
The objective of Cloetta’s foreign exchange management is to
minimise the effects of exchange rate fluctuations by utilising incoming
currency for payments in the same currency. If the Swedish krona had
weakened/strengthened by 10 per cent against the euro, the year’s
profit before tax would have been around SEK 25m (40) higher/lower.
The Group hedges parts of its translation exposure through borrow-
ing in euro.
Refinancing
risks
Refinancing risk refers to the risk that it will not be possible to obtain
financing or that financing can only be obtained at a significantly
higher cost.
In 2022, Cloetta met its financial target related to a net debt/EBITDA
ratio of around 2.5x. Through the term and revolving facilities agree-
ment with the club of banks and the commercial paper programme,
Cloetta has a favourable situation for accessing financing, for example
for potential acquisitions. In 2022, Cloetta extended its existing multi-
currency term and revolving facilities agreement with the banks with
one year. During the year, Cloetta also secured financing for the green-
field facility in the Netherlands by entering a new term loan facility and
by increasing the multicurrency revolving loan facilities.
Interest
rate risks
Cloetta is exposed to interest rate risks in interest-bearing current and
non-current liabilities. Although some of the Group’s bank loans are
hedged via interest rate swaps, there is still exposure to interest rate
risk for the parts that are not hedged or when hedges expire.
The Group will incur a higher level of net debt over the years
2023–2026 on the account of the new greenfield facility.
The Group continuously analyses its exposure to interest rate risk
and performs regular simulations of interest rate movements. Interest
rate risk is reduced by hedging a share of future interest payments
through interest rate swaps.
In 2022, if the interest rate had been 1 percentage point higher with
all other variables held constant, profit before tax for the year would
have been approximately SEK 7m (1) lower. If the interest rate had
been 1 percentage point lower with all other variables held constant,
profit before tax for the year would have been approximately SEK 4m
(1) higher.
Credit risks
Credit risk refers to the risk that a counterparty to Cloetta will be
unable to meet its obligations and thereby cause a loss.
Financial transactions also give rise to credit risks in relation to financial
and commercial counterparties.
Credit risk in trade receivables is relatively limited considering that the
Group’s customer base is diverse and consists mainly of large custom-
ers, and because distribution takes place primarily through the major
grocery retail chains. Customers are subject to credit assessments
in accordance with the credit policy, and receivables balances are
monitored continuously.
The Group’s counterparties in financial transactions are banks and
credit institutions with good credit ratings (between AA– and A-1).
Valuation
risks
The Group has a number of assets and liabilities that have been valued
with the input from or the help of various experts. These include good-
will and trademarks on the asset side and the pension liability and tax
liabilities on the liability side.
Assets and liabilities are tested for impairment annually or when there
is an indication that such testing may be necessary. Read more in Note
12, Intangible assets on pages 95–96 and Note 30, Critical accounting
estimates and judgements on pages 115-116.
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59Cloetta Annual and Sustainability Report 2022
Letter from the Chairman
As Chairman of the Board, I am very proud of Cloetta’s performance this year,
where we delivered record sales levels, improved profitability and sustainability
achievements – in a very challenging macro-economic environment following
the war in Ukraine. I am also very pleased that the healthy cash flow and strong
balance sheet support a dividend proposal in line with prior year.
Corporate governance creates
systematic order
The Board’s foremost responsibility to
Cloetta’s shareholders is to ensure that the
company is managed as eectively as pos-
sible, and that Cloetta complies with the
laws and regulations required by the stock
exchange and other regulatory authorities.
Corporate governance is aimed at creat-
ing systematic orders for the Board and the
Group Management Team. Such interna-
tional norms as the UN Global Compact’s
ten principles also provide guidance for us,
reflected in our policies, guidelines and how
we build relationships with our stakeholders.
By having a clear structure, with well-defined
rules and processes, we can ensure that man-
agement and employees focus on developing
the business. The Corporate Governance
Statement on pages 60–75 contains more
information about Cloetta’s governance
and management structure, the interplay
between the company’s formal governance
bodies, internal steering documents and
processes, and relevant control functions
and reporting. All of these together ensure
that we have a robust corporate governance
and a strong company culture.
The work of the Board
The mark of the Board’s work this past year
was the collaborative atmosphere with the
Board members bringing a wide variety of
valuable perspectives and experiences. Dur-
ing the year we welcomed Malin Jennerholm
as new member of the Board, bringing exten-
sive experience and knowledge from the
FMCG and confectionery industry to our
work. The mix of various competencies in
the Board forms a strong unit that adds value
to the company, and since the 2022 AGM
we held a total of twelve meetings, whereof
three were extra board meetings.
During the year, the Board worked closely
with the CEO and the Group Management
Team to navigate through a year of extraor-
dinary macroeconomic challenges by focus-
ing on what we can control whilst sticking
to our long-term strategy. I am very pleased
that we delivered record sales levels for the
year, and that we successfully oset signifi-
cant cost inflation through a combination of
strong pricing execution, positive mix and
cost savings – while retaining healthy vol-
umes. I would like to emphasise the impor-
tance of our initiatives within innovation and
marketing that are the fundamentals behind
successfully forming strong brands and con-
sumer loyalty. We also reached an impor-
tant milestone during the year when our new
ambitious climate target was approved by the
Science Based Targets initiative.
In May, Cloetta announced, after thor-
ough analysis, the intention to invest in a
new greenfield facility in the Netherlands
and consequently to close three current
confectionery factories in Belgium and the
Netherlands. This would be a large invest-
ment for Cloetta, and the announcement
generated questions within the investor
community. As a result we hosted an
investor event during early fall to further
describe the rationale and thoughts behind
the proposed plan. Through this investment
in a state-of-the-art production platform,
we believe Cloetta will achieve a more e-
cient manufacturing structure with a flex-
ibility to tackle higher labor and energy
costs, as well as significant cost savings and
further production capacity. At the same
time this enables us to continue on our sus-
tainability path and secure and improve on
the delivery on Cloetta’s long-term profit-
ability target. The Board is convinced that
this is the right thing to do for Cloetta to
staying strong and relevant in the long-term,
and during the month of October we took
the decision to proceed with the investment.
In 2022, Cloetta once again delivered
very strong cash flow, resulting in a net debt/
EBITDA of 1.9x as we closed the year, well
below our long-term target of 2.5x. Based
on the healthy cash flow and strong balance
sheet, the Board proposes a dividend of SEK
1.00 (1.00). This is in line with our previ-
ously expressed ambition to continue to
propose a stable dividend in line with 2021.
Well positioned to create long-term value
I would like to take this opportunity to thank
my colleagues on the Board of Directors for
their solid cooperation, constructive con-
tributions and commitment in their work. I
would also like to greatly thank our employ-
ees and the Group Management Team for
their fantastic eorts during this year. The
performance this year demonstrates the
resilience of our categories and the strength
of our brands as well as proves that we have
the qualities needed to cope with dicult
situations. I am convinced that we will
continue to create value for our co-workers,
customers, consumers and shareholders for
a long time to come.
Stockholm, March 2023
Mikael Norman
Chairman of the Board
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60 Cloetta Annual and Sustainability Report 2022
Corporate
Governance Report
The purpose of corporate governance is to ensure that the company is
managed as effectively as possible in the interests of its shareholders, and that
Cloetta complies with all applicable rules. Corporate governance is also aimed
at creating order and establishing systems for both the Board and the Group
Management Team. Well-defined structures, clear rules and processes allow
the Board to ensure that the Group Management Team and employees focus
on developing the business and thereby creating shareholder value.
Cloetta AB (publ) is a Swedish public lim-
ited company, with corporate identification
number 556308-8144. The company’s class
B shares are traded on the Nasdaq Stock-
holm, Mid Cap. The company is domiciled in
Ljungsbro, Linköping, and its head oce is in
Sundbyberg, Stockholm.
Framework for corporate governance
Cloetta’s corporate governance is regu-
lated by external steering instruments that
include the Swedish Companies Act, the
Swedish Annual Accounts Act, Nasdaq Nor-
dic Main Market Rulebook for Issuers of
Shares, and the Swedish Corporate Gov-
ernance Code, as well as internal steering
instruments such as the Articles of Associ-
ation, instructions, policies and guidelines.
The Swedish Corporate Governance Code is
available at www.bolagsstyrning.se, where a
description of the Swedish model for corpo-
rate governance is also provided. During the
year, Cloetta complied with Nasdaq Nordic
Main Market Rulebook for Issuers of Shares
and good stock market practice.
Application of the Swedish Corporate
Governance Code
In 2022, Cloetta complied with the Code,
with no deviations.
1
Shareholders
The class B shares of Cloetta AB (publ) have
been listed on Nasdaq Stockholm since 16
February 2009 and have been traded on the
Mid Cap list since 2 July 2012. Cloetta was
originally introduced on the stock exchange
in 1994 and has been listed in a number of
dierent owner constellations since then.
At 31 December 2022, the number of shares
was 288,619,299 of which 282,884,050 were
class B shares and 5,735,249 were class A
shares. Each class B share corresponds to
one vote and each class A share corresponds
to ten votes, although all shares carry equal
entitlement to the company’s assets and
profits. At 31 December 2022 Cloetta held
3,213,561 class B shares in treasury. The
number of shareholders at 31 December
2022 was 40,032 compared to 35,689 at
31 December 2021. On 31 December 2022,
AB Malfors Promotor was Cloetta’s largest
shareholder, with a holding corresponding
to 41.0 per cent of the votes and 30.5 per
cent of the share capital in the company. For
more information about Cloetta’s shares and
shareholders, see section “Share and share-
holders” on pages 41–45.
2
General meeting of shareholders
The general meeting of shareholders is
Cloetta’s highest decision-making body. At
the general meeting, all shareholders have
the opportunity to influence the company by
exercising the votes attached to their respec-
tive shareholdings. The powers and duties
of the general meeting are regulated by the
Swedish Companies Act and the Articles of
Association, amongst others. Cloetta’s finan-
cial year is 1 January to 31 December. The
Annual General Meeting (AGM) must be
held within a period of six months after the
end of the financial year. The date and loca-
tion of the AGM must be communicated on
the company’s website no later than in con-
junction with the publication of the third
quarter report. Notice of the AGM must be
given no earlier than six weeks and no later
than four weeks prior to the AGM through
publication in “Post- och Inrikes Tidningar”
(the Swedish Ocial Gazette) and on the
company’s website. At the same time, confir-
mation that notification has been given must
be published in Dagens Industri.
Every shareholder has the right to
request that a matter be taken up at the
AGM and in such case must submit a writ-
ten request to the Board. In order to be
addressed at the AGM, the request must be
submitted to the Board no later than seven
weeks prior to the AGM. In accordance
with Chapter 7, paragraph 32, of the Swed-
ish Companies Act, at a general meeting of
shareholders all shareholders have the right
to pose questions to the company about the
matters that are addressed at the meeting
and the financial situation of the company
and the Group.
2022 Annual General Meeting
The most recent AGM was held on 6 April
2022 in Stockholm. To prevent the spread-
ing of Covid-19, the meeting was held by a
postal voting procedure in accordance with
Section 20 and 22 of the Act (2022:121) on
temporary exceptions to facilitate the exe-
cution of general meetings in companies and
other associations. The AGM was held at
Cloetta’s head oce in Sundbyberg with only
a few participants including The Chairman
of the Board, the CEO and the Group’s CFO.
All other Board members as well as the Lead
Audit Partner of the Group’s independent
auditor attended via conference call due to
the prevailing pandemic.
The AGM approved the updated
proposals of the Board and the nomination
committee regarding:
• Adoption of the balance sheet and the
profit and loss account
• Approval of the renumeration report
• Appropriation of the earnings of the com-
pany through a dividend of SEK 1.00 per
share, corresponding to SEK 287,028,670
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61Cloetta Annual and Sustainability Report 2022
Governance
structure
6
President and CEO
6
The Group
Management Team
5
Audit
committee
5
Remuneration
committee
4
Board of Directors
2
The members of the Board are
appointed by the AGM. Employee
representatives and deputy represent-
atives are appointed by the employee
organisations. The members of the
audit and remuneration committees are
appointed by the Board.
8
Reports,
internal control
3
Nomination committee
1
1
Shareholders
2
General meeting
of shareholders
7
Auditor
3
Vote at the general meeting
Information
Elects the Board of Directors
Goals, strategies, policies,
steering instruments, core values,
remuneration structure
Elects the auditor
Information
Resolve upon princi-
ples for appointing the
nomination committee
Proposes the Board, auditor and
principles for appointing nomination
committee ahead of AGM
External steering instruments
Important external steering instruments that pro-
vide the framework for corporate governance are:
• The Swedish Companies Act
• The Swedish Annual Accounts Act
• Nasdaq Nordic Main Market Rulebook
for Issuers of Shares
• The Swedish Code of Corporate Governance
Internal steering instruments
Important binding internal control documents
include:
• The Articles of Association
• The Board’s work plan
• Instructions for the President and CEO,
the audit committee, the remuneration
committee and financial reporting
• Policies
1) The nomination committee prepares proposals for decision
that are presented to the AGM. The AGM decides on principles
for appointment of the nomination committee.
2) The Board establishes the committees and appoints their
members.
3) The auditor is responsible, on behalf of the shareholders, for
auditing Cloetta’s annual report, accounts and the adminis-
tration of the Board of Directors and the President and CEO.
Reports to the Board of Directors and the shareholders.
• Discharge of liability of the board mem-
bers and the President and CEO
• The number of Board members elected by
the AGM to be eight
• Re-election of sitting Board members
Mikael Norman, Camilla Svenfelt, Mikael
Svenfelt, Lottie Knutson, Mikael Aru,
Patrick Bergander and Alan McLean
Raleigh. Malin Jennerholm was elected as
new board member. The AGM re-elected
Mikael Norman as the Chairman of the
Board. Aside from the members elected by
the AGM, the employee organisations PTK
and LIVS each appointed an employee
representative and LIVS also appointed a
deputy representative to the Board
• Setting the Board fees at SEK 730,000 for
the Board Chairman and SEK 325,000 for
each of the other Board members elected
by the AGM. Fees for work on the Board
committees shall be paid in the amount of
SEK 100,000 for each member of the audit
committee, SEK 150,000 for the Chair-
man of the audit committee, SEK 100,000
for each member of the remuneration com-
mittee and SEK 150,000 for the Chairman
of the remuneration committee
• Fees for the auditor are to be paid accord-
ing to approved account;
• Re-appointing the registered public
accounting firm Öhrlings Pricewater-
houseCoopers AB (“PwC”) as the auditor
for the period until the next AGM. Sofia
Götmar-Blomstedt will continue as the
Lead Audit Partner;
• The implementation of a share-based
long-term incentive plan;
• Authorisation for the Board of Directors to
resolve upon repurchase of own B-shares
as part of long-term incentive plan
The complete minutes from the AGM can be
viewed at www.cloetta.com.
2023 Annual General Meeting
The 2023 AGM will be held on Tuesday, 4
April 2023, at 3 pm at Courtyard by Marriott
Stockholm, Rålambshovsleden 50, Stock-
holm. The Notice of the Annual General
Meeting was published in February 2023
and contained the Board’s proposals. For
more information, please refer to the section
“Annual General Meeting” on page 156 and
www.cloetta.com.
3
Nomination committee
Work of the nomination committee
The task of the nomination committee is to
prepare recommendations to be put before
the AGM for decisions regarding election
of Board members and the Chairman of
the Board, fees for the Board of Directors,
potential remuneration for committee work,
election of a chairman of the AGM, election
of auditors, auditing fees and rules for the
nomination committee. The Chairman of
the Board presents an annual evaluation of
the Board’s performance during the year to
the nomination committee, which provides
a basis for the nomination committee’s work
together with the provisions of the Swedish
Corporate Governance Code and Cloetta’s
own company-specific requirements. The
nomination committee’s recommendations
for election of Board members, Board fees
and auditors are presented in the notification
of the AGM and on www.cloetta.com.
Composition of the nomination committee
In accordance with the decision of the AGM,
Cloetta’s nomination committee shall consist
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62 Cloetta Annual and Sustainability Report 2022
of at least four, and at most six members. Of
these, one shall be a representative of the
Board and three shall be members appointed
by the three largest shareholders in terms of
voting power. The members appointed may
themselves appoint one additional member.
Independence of the nomination
committee
The majority of the nomination committee’s
members shall be independent in relation
to the company and its Group Management
Team, and at least one of these shall also be
independent in relation to the company’s
largest shareholder in terms of voting power.
Of the appointed members, all four are inde-
pendent in relation to the company and its
Group Management Team and three are
independent in relation to the company’s
largest shareholder in terms of voting power.
Shareholder proposals
All shareholders have the right to contact
the nomination committee to propose can-
didates for election to the Board. Proposals
shall be sent to the Chairman of the nomi-
nation committee by e-mail to nomination-
committee@cloetta.com.
Meetings of the nomination committee
The nomination committee held six meet-
ings ahead of the 2023 AGM. No fees have
been paid for work on the nomination com-
mittee.
4
Board of Directors
The work of the Board
The primary task of the Board is to serve
the interests of the company and the share-
holders, appoint the President and CEO
and ensure that the company complies with
all applicable laws, the Articles of Associ-
ation and the Swedish Corporate Govern-
ance Code. The Board is also responsible for
making sure that the Group is suitably struc-
tured so that the Board can optimally exer-
cise its governance responsibility over the
subsidiaries and that the company’s finan-
cial accounting, financial management and
financial circumstances in general can be
controlled satisfactorily. At least once a year
the Board shall meet with the company’s
auditor without the presence of the Group
Management Team, and shall continuously
and at least once a year evaluate the perfor-
mance of the President and CEO.
Composition of the Board
According to the Articles of Association,
Cloetta’s Board of Directors shall con-
sist of at least three, and at most ten mem-
bers that are elected annually at the AGM
for a period until the next AGM has been
held. On 6 April 2022, the AGM resolved
that the Board shall have eight members
appointed by the AGM. On 6 April 2022,
the AGM elected the following Board mem-
bers to serve for the period until the end of
the next AGM, to be held on 4 April 2023:
Mikael Norman (Chairman), Lottie Knut-
son, Patrick Bergander, Mikael Aru, Mikael
Svenfelt, Camilla Svenfelt, Malin Jenner-
holm and Alan McLean Raleigh. In addition,
the employee organisation LIVS appointed
one employee representative to the Board,
Lena Grönedal, and one deputy representa-
tive, Shahram Nikpour Badr. The employee
organisation PTK appointed one employee
representative to the Board, Mikael Ström.
All except one of the Board members have
attended Nasdaq’s stock market training
course for boards and management. The
average age of the Board members elected
by the AGM was 57 years at year-end and
three of the eight are women. For informa-
tion about the Board members’ assignments
outside the Group and holdings of shares in
Cloetta, see pages 72–73 and cloetta.com.
Diversity policy
Through the nomination committee, Cloetta
applies rule 4.1 of the Swedish Corporate
Governance Code as its diversity policy to
propose election of directors to the Board.
According to this rule, the board composi-
tion must be set with regard to appropriate-
ness to the company’s operations and phase
of development, and must collectively exhibit
diversity and breadth of competence, expe-
rience and background among the directors
elected by the Annual General Meeting. An
equal balance between the genders should
be aimed for. The objective of the diver-
sity policy is to underline the importance of
appropriate diversity within the Board with
Nomination committee ahead of the 2023 AGM
Members Appointed by Independent
Share of votes at
31 Dec 2022, %
Lars Schedin, Chairman AB Malfors Promotor Yes/No 41.0
Johan Törnqvist Ulla Håkanson Yes/Yes 1.5
Victoria Lidén Storebrand Fonder AB Yes/Yes 0.6
Mikael Norman The Board of Cloetta AB Yes/Yes 0.0
1) Independent from the company and its Group Management Team/from the company’s largest shareholder in terms of voting power.
Composition of the Board
Fees
2
Attendance
4
Elected by the AGM
1
Nationality
Year
elected
Year
of birth
Board
fees
Committee
fees Independence
3
Board
meetings
Audit
committee
Remuneration
committee
Chairman
Mikael Norman Swedish 2020 1958 730,000 100,000 Yes/Yes 12/12 5/5
Members
Camilla Svenfelt Swedish 2016 1981 325,000 100,000 Yes/No 12/12 4/4
Mikael Aru Swedish 2017 1953 325,000 100,000 Yes/Yes 11/12 4/4
Lottie Knutson Swedish 2015 1964 325,000 - Yes/Yes 10/12
Patrick Bergander Swedish 2019 1971 325,000 150,000 Yes/Yes 11/12 4/4
Alan McLean Raleigh British 2018 1959 325,000 100,000 Yes/Yes 12/12 5/5
Mikael Svenfelt Swedish 2008 1966 325,000 150,000 Yes/No 12/12 5/5
Malin Jennerholm Swedish 2022 1970 325,000 - Yes/Yes 12/12
1) Education and other assignments are shown on pages 72–73.
2) The fees refer to set amounts during the period from the AGM on 6 April 2022 until the AGM on 4 April 2023. Board fees shall be paid in amount of SEK 730,000 (685,000) to the Board Chairman and
SEK 325,000 (315,000) to each other board member elected by the AGM. Fees for work on the Board committees will be paid in the amount of SEK 100,000 for each member of the audit committee
(unchanged), SEK 150,000 for the Chairman of the audit committee (unchanged), SEK 100,000 for each member of the remuneration committee (unchanged) and SEK 150,000 for the Chairman of the
remuneration committee (unchanged); For further details, see Note 7 on page 93.
3) Independent in relation to the company and its Group Management Team/the largest shareholder.
4) Attendance refers to meetings during the period from the statutory meeting following the AGM on 6 April 2022 until the publication of this Annual and Sustainability Report on 9 March 2023.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
63Cloetta Annual and Sustainability Report 2022
January
Scheduled meeting;
Independent
Audit Report PwC,
HR activities,
Q4 interim report incl.
analytics and
dividend proposal,
AGM preparation,
Annual and Sustaina-
bility report update
March
Scheduled
meeting;
Annual and
Sustainability
Report, report from
Remuneration
Committee,
refreshment review
April
Scheduled meeting; Statutory meeting, Resolution on
signatory powers, Resolution of instructions and policies,
Resolution regarding Remuneration Committee and
Audit Committee, Appointment of Board representa-
tive to the Nomination committee, Information regarding
remuneration of the Board of Directors, Timetable for
Board of Directors’ meetings and reporting dates
Scheduled meeting: Q1 interim report incl. analytics,
feedback Audit Committee
October
Scheduled meeting;
Greenfield facility update,
Q3 interim report incl.
analytics, Cloetta Board
performance survey
presentation, reports from
Remuneration and
Audit Committee
July
Scheduled
meeting;
Q2 interim report
incl. analytics,
greenfield facility
update, report
from Audit
Committee
December
Scheduled meeting;
Budget/ business plans
for the year ahead
and bonus targets/
Yardstick 2023
September
Scheduled meeting;
5-year plan, strategic role
per country, NRM country
plans 2023, Greenfield
facility update
Extra Board meeting;
Greenfield facility update
May
Extra Board meeting;
Decide on investment in
a new greenfield facility.
Scheduled meeting;
Review of Cloetta
Sweden and Denmark,
E-commerce review,
Pick & mix E-commerce
project, Market Share
analys, NRM project
JAN FEB MAR APR MAY JUN OCT NOV DECJUL AUG SEP
Board meetings in 2022
regard to gender, age, nationality and expe-
rience, professional background and busi-
ness expertise. The Nomination Committee
endeavours to achieve diversity and gender
balance on the Board. This is evaluated each
year along with a continuous process to iden-
tify future board candidates with relevant
backgrounds and experience. The proposed
composition of the board more than satisfies
the requirements for expertise and experi-
ence, in view of the company’s operations
and future development. The proposed com-
position also met the applicable require-
ments including board independence, su-
cient experience with listed companies and
expertise in accounting and auditing.
Independence of the Board
In accordance with the Swedish Corporate
Governance Code, the majority of the Board
members elected by the AGM shall be inde-
pendent in relation to the company and its
Group Management Team and at least two
of these shall also be independent in rela-
tion to the company’s major shareholders.
Of the Board’s eight members, all are inde-
pendent in relation to the company and
its Group Management Team and six are
independent in relation to the company’s
major shareholders.
The Board’s instructions and policies
On a yearly basis, the Board reviews and
adopts a work plan for its own activities and
those of the Board’s audit and remunera-
tion committees. The Board also adopts
instructions for the President and CEO and
instructions for financial reporting. Among
other things, these regulate the segregation
of duties between the Board of Directors, the
Chairman of the Board, the President and
CEO and the auditor, quorum, conflict of
interest, the work of the committees, internal
and external reporting, routines for notifica-
tion of general meetings, Board meetings and
minutes. In addition, the Board has issued
and adopted a Code of Conduct and policies
for Communications, Finance, HR, Inside
information, Insurance, Internal Control,
IT security, Mergers and acquisitions, Fraud
and Whistleblowing, Trade Sanctions, and
Anti-bribery and anti-corruption.
Evaluation of Board performance
The performance of the Board is evaluated
annually in order to continuously improve
the Board’s working methods and eciency.
The Chairman of the Board is responsible
for carrying out the evaluation and present-
ing the results to the nomination committee.
The intention of the evaluation is to gather
the Board members’ views on the Board’s
Instructions and policies
The Board reviews and adopts the following instructions
and policies on a yearly basis:
• Work plan for the Board
• Instructions for the President
and CEO
• Instructions for financial reporting
• Work plan and instructions for
the Audit committee
• Work plan and instructions for
the Remuneration committee
• Code of Conduct
• Communication policy
• Finance policy
• HR policy
• Insider policy
• Insurance policy
• Policy for internal control
• IT security policy
• Mergers and acquisitions policy
• Fraud policy
• Whistleblowing policy
• Anti-bribery and anti-corruption
policy
• Trade sanctions policy
• Authorisation framework
• Policy framework
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
64 Cloetta Annual and Sustainability Report 2022
performance, measures that can be taken
to improve the eciency of board work, and
whether the Board has a well-balanced mix
of competencies. The evaluation provides
valuable input for the nomination commit-
tee ahead of the AGM.
In October 2022, Cloetta had a digital
Board Performance Survey using the com-
pany Board portal. The results of the survey
have been reported to and discussed by both
the Board and the nomination committee.
Board meetings
Since the 2022 AGM, the Board held nine
scheduled meetings and three extra Board
meetings. The President and CEO and the
CFO, who also acts as the Board Secretary,
take part in the Board’s meetings. Other
members of the Group Management Team
participate as needed to report on special
items of business.
Governance and organisation for
sustainability work
The overall strategies for Cloetta’s sustain-
ability work have been adopted by the Group
Management Team and are controlled and
monitored through business planning pro-
cesses at several levels of the company. The
ultimate responsibility for sustainability mat-
ters lies with Cloetta’s President and CEO.
Cloetta’s sustainability work is overseen by
the Global Marketing Director for Sustain-
ability and the Sustainability Manager. The
Sustainability Manager is the spokesperson
for environmental and social issues and is
responsible for identifying prioritised areas,
acting as the stakeholders’ link to the man-
agement team and supporting the implemen-
tation of Cloetta’s sustainability agenda.
The Group Head of Health & Safety,
Environment (HSE) leads the work on
health, safety, and environment. All facto-
ries have dedicated HSE managers and in
the rest of the organisation, managers are
responsible.
5
Board committees
Audit committee
In 2022, the audit committee consisted of
members Patrick Bergander (Chairman),
Camilla Svenfelt and Mikael Aru. The
majority of the committee’s members shall
be independent in relation to the company
and its Group Management Team, and at
least one of these shall also be independent
in relation to the company’s major share-
holders. At least one member shall be inde-
pendent and have accounting or auditing
expertise. Of the audit committee’s three
members, all are independent in relation to
the company and its Group Management
Team, and two are independent in relation
to the company’s major shareholders. The
work of the audit committee is regulated
by instructions that have been adopted by
the Board as part of its work plan. The audit
committee is responsible for ensuring the
quality of the financial reporting and the
eectiveness of the company’s internal con-
trol and risk management regarding finan-
cial reporting. In brief, the audit commit-
tee, without aecting the other tasks and
responsibilities of the Board, shall meet
regularly with the company’s auditors to
remain informed about the focus and scope
of the audit. The company’s auditor shall
be invited to participate in the meetings of
the audit committee. The audit committee
shall meet at least four times every finan-
cial year. At least once a year, the commit-
tee shall meet without the presence of any
member of the Group Management Team.
All audit committee meetings must be doc-
umented. The audit committee shall inform
the Board about the matters dealt with by
the committee. The committee held four
meetings in the period between the AGM
in 2022 and the publication of this Annual
and Sustainability Report.
Remuneration committee
The remuneration committee shall have no
more than four members who are appointed
by the Board on a yearly basis. One of the
members shall be the chairman of the com-
mittee. The Board’s remuneration com-
mittee consists of members Mikael Sven-
felt (Chairman), Alan McLean Raleigh and
Mikael Norman. The majority of the com-
mittee’s members shall be independent in
relation to the company and its Group Man-
agement Team. Of the remuneration com-
mittee’s members, all three are independent
in relation to the company and its Group
Management Team. The work of the remu-
neration committee is regulated by special
instructions that have been adopted by the
Board as part of its work plan. The main tasks
of the remuneration committee are to pre-
pare recommendations to the Board for deci-
sions on remuneration principles, remuner-
ation and other terms of employment for the
Group Management Team, to monitor and
evaluate programmes for variable remuner-
ation completed during the year and ongo-
ing programmes for the Group Management
Team as adopted by the AGM and to monitor
the current remuneration structures and lev-
els in the Group. The remuneration commit-
tee shall meet at least twice every financial
year. The committee has since the AGM in
2022 until the publication of this Annual and
Sustainability Report held five meetings.
Chairman of the Board
The Chairman of the Board is elected by
the Annual General Meeting and on 6 April
2022 the AGM re-elected Mikael Norman
as the Chairman of the Board. The Chair-
man shall supervise the work of the Board
and ensure that the Board discharges its
duties and has special responsibility for
ensuring that the work of the Board is well
organised and eectively executed and for
monitoring the Group’s development. The
Chairman oversees the eective imple-
Organisational
chart
Marketing Operations
Finance, IT,
Communication, Legal
HR
President and CEO
Sweden
Denmark/Norway
& Pick & Mix
Finland
The Netherlands
& Germany
International
& UK
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
65Cloetta Annual and Sustainability Report 2022
mentation of the Board’s decisions and is
responsible for ensuring that the work of
the Board is evaluated yearly, and that the
nomination committee is informed about
the results of this evaluation.
6
President and
Group Management Team
The President and CEO is appointed by the
Board. He/she supervises operations accord-
ing to the instructions adopted by the Board,
and is responsible for the day-to-day man-
agement of the company and the Group, in
accordance with the Swedish Companies Act.
In addition, the President and CEO, together
with the Chairman, decides which matters
are to be dealt with at Board meetings. The
Board regularly evaluates the President and
CEO’s duties and performance. The Pres-
ident and CEO is responsible for ensuring
that the Board members are supplied with
the necessary information to make decisions
and presents reports and proposals at Board
meetings regarding issues dealt with by the
Group Management Team. The President
and CEO regularly informs the Board and
Chairman about the financial position and
development of the company and the Group.
Henri de Sauvage-Nolting has been Pres-
ident and CEO of Cloetta since 15 February
2017. In addition to the President and CEO,
on 31 December 2022 the Group Manage-
ment Team consisted of the five regional
presidents (one also being the Chief Pick &
Mix Ocer), the President of Operations, the
CFO, the CMO and the Senior Vice President
Human Resources. For information about
the President and CEO and other members
of the Group Management Team, see pages
74–75. The Group Management Team holds
regular management meetings and held 12
meetings in 2022. The meetings are focused
on the Group’s strategic and operational
development and financial performance.
7
Auditor
The auditor is elected by the AGM to exam-
ine the company’s annual accounts and
accounting records and the administration
of the Board of Directors and the Presi-
dent and CEO. The auditor’s reporting to
the shareholders takes place at the AGM
through the presentation of the auditor’s
report. At the AGM on 6 April 2022, the
registered public accounting firm Öhrlings
PricewaterhouseCoopers AB (“PwC”) was
re-appointed as the auditor for the com-
pany for the period until the next AGM. The
authorised public accountant Sofia Götmar-
Blomstedt was elected to continue as the
Lead Audit Partner.
8
Financial reporting
The Board of Directors is responsible for
ensuring that the company’s organisation is
structured in such a way that the company’s
financial circumstances can be controlled
satisfactorily and that external financial
information, such as interim reports and
annual reports to the market, are prepared
in accordance with the legal requirements,
applicable accounting standards and other
requirements applicable to listed companies.
The tasks of the Board are to oversee the
Group’s financial development, assure the
quality of the financial reporting and internal
control and regularly monitor and evaluate
operations. The task of the audit committee
is to support the Board in assuring the qual-
ity of the company’s financial reporting. The
audit committee also oversees the financial
reports and significant accounting matters,
as well as matters related to internal con-
trol, compliance, material uncertainty in
reported values, events after the balance
sheet date, changes in estimates and judge-
ments and other circumstances aecting the
quality of the financial reports.
The President and CEO ensures that the
financial accounting in the Group compa-
nies is carried out in compliance with legal
requirements and that financial management
is conducted in a satisfactory manner. Cloetta
AB’s President and CEO is a member of the
boards of all operating subsidiaries. Every
month, the Group prepares a closing of the
books that is submitted to the Board and the
Group Management Team. For each finan-
cial year, a profit statement, balance sheet
and investment budget are prepared and are
adopted at the scheduled Board meeting in
December. External financial information is
regularly provided in the form of:
• Interim reports;
• The Annual and Sustainability Report;
• Press releases about important news that
is deemed to have a potential impact on
the share price;
• Presentations for financial analysts,
investors and the media on the date of
publication of the year-end and interim
reports;
• Meetings with financial analysts and
investors
Additional information
The following information can be found at
www.cloetta.com: Articles of Association,
Code of Conduct, information from previous
AGMs and corporate governance reports
from previous years.
Press releases 2022
January
• Invitation to webcasted telephone
conference of Cloetta AB’s year-
end report 2021
• Cloetta AB interim report Q4:
October – December 2021
February
• The Nomination Committee pro-
poses Malin Jennerholm as new
director of the Board of Directors
of Cloetta AB
March
• Notice of the Annual General
Meeting of Cloetta AB (publ)
• Cloetta’s Annual Report 2021
available on the website
April
• Annual General Meeting of
Cloetta AB (publ) on 6 April 2022
• Invitation to conference call with
web presentation of Cloetta AB’s
interim report Q1 2022
• Cloetta AB interim report Q1:
January – March 2022
May
• Cloetta plans to invest in a new
sustainable greenfield facility in
the Netherlands to enable growth
and accelerate margin expansion
July
• Invitation to conference call with
web presentation of Cloetta AB’s
interim report Q2 2022
• Cloetta steps up commitment
to climate action with approved
science-based targets
• Cloetta AB (publ) to repurchase
own B-shares as part of long-term
incentive plan
• Cloetta AB interim report Q2:
April – June 2022
September
• Invitation to Cloetta’s investor event
• Nomination committee appointed
ahead of 2023 Annual General
Meeting of Cloetta AB (publ)
• Cloetta updates on greenfield
investment and confirms ambi-
tion to propose continued stable
dividend
October
• Invitation to conference call with
web presentation of Cloetta AB’s
interim report Q3 2022
• Cloetta AB interim report Q3:
July – September 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
66 Cloetta Annual and Sustainability Report 2022
Guidelines for remuneration of
Group Management Team
The current guidelines for remuneration
of the Group Management Team were
adopted by the AGM on 6 April 2021. The
total remuneration shall be market-based
and competitive, and shall be proportion-
ate to the individual’s responsibilities and
powers. In addition to base salary, remu-
neration of the President and CEO, other
members of the Group Management Team
and other executives reporting directly to the
President and CEO can include: short-term
variable compensation, share-based long-
term variable compensation, pension bene-
fits, termination benefits and other benefits.
Short-term variable compensation
Short-term variable compensation is linked
to specific business targets and is derived
from the annual business plan approved
by the Board of Directors. The short-term
variable compensation is delivered through
a cash-based bonus programme. Short-
term variable compensation is based on
personal targets linked directly or indi-
rectly, to the achievement of the financial
targets set by Cloetta’s Board of Directors.
Share-based long-term
variable compensation
Share-based long-term variable compensa-
tion consists of the share-based long-term
incentive plans, which are resolved on yearly
by the AGM. It is aimed at increasing value
for the Group’s shareholders by promoting
and upholding the senior management’s com-
mitment to the Group’s development, and
thereby aligning the interests of the Group
Management Team and other key employ-
ees with those of the shareholders to ensure
maximum long-term value creation. The tar-
gets for share-based long-term variable com-
pensation are the compound annual growth
rate and adjusted operating profit margin.
Pension benefits
Pension benefits vary depending on the agree-
ments and practices in the country where the
individual is employed. Defined contribu-
tion plans are strived for, which means that
pension benefits most often consist of defined
contribution plans for which annual premi-
ums are paid as a percentage of pension-
qualifying salary up to the age of retirement.
Variable salary and benefits are not pension
qualifying unless provided by law or collec-
tive agreement. The retirement age is not less
than 60 years and not more than 67 years.
The Board has the right to deviate from
these principles in individual cases where
there is special reason to do so.
Termination benefits
Upon termination of employment on the
part of the company, the notice period shall
be no longer than 12 months. Any termi-
nation benefits may not exceed one fixed
annual salary. Due to employment contracts
entered into by Leaf prior to Cloetta’s acqui-
sition of the company, there are contracts
with members of the Group Management
Team granting termination benefits exceed-
ing 12 monthly base salaries.
Other benefits
Other benefits consist mainly of sign-on fees,
severance pay and company car benefits.
President and CEO
The retirement age is 65 years. The pension
terms consist of a defined contribution plan for
which annual premiums are paid up to the age
of retirement in an amount corresponding to
30 per cent of pension-qualifying salary, con-
sisting of base salary. Variable compensation
and other benefits are not pension-qualifying.
The President and CEO has a notice
period of six months. Upon termination on
the part of the company, the notice period is
12 months.
Remuneration in 2022
In 2022, the total remuneration of the Group
Management Team including the President
and CEO amounted to SEK 66,320 thou-
sand (50,386) including pension benefits,
and SEK 58,695 thousand (43,458) exclud-
ing pension benefits.
Share-based long-term incentive plan
for senior executives
On 6 April 2022, the Annual General Meet-
ing approved the Board’s proposal for a
share-based long-term incentive plan. The
plan aligns the interests of the shareholders
with those of the Group Management Team
and other key employees in order to ensure
maximum long-term value creation.
A personal shareholding in Cloetta is
required for all participants. See page 45
and Notes 23 and 28 for more information
about share-based payment.
The Board of Directors’ report on
the remuneration committee’s
evaluation of remuneration of the
Group Management Team
The Board of Directors has established a
remuneration committee consisting of three
members who prepare recommendations for
decision by the Board regarding remuneration
principles, remuneration levels and other terms
of employment for the Group Management
Team. The recommendations have included
the proportional distribution between base
salary and variable compensation and the
size of any salary increases. Furthermore, the
remuneration committee has discussed pen-
sion terms and termination benefits.
The remuneration committee is also
entrusted with the task of monitoring and
evaluating programmes for variable remu-
neration of the Group Management Team,
application of the guidelines for remuner-
ation adopted by the AGM and the current
remuneration structures and remuneration
levels in the company. Pursuant to para-
graph 9.1, points 2 and 3 of the Swedish Code
of Corporate Governance, the Board hereby
presents the following report on the results
of the remuneration committee’s evaluation:
The variable compensation that is pay-
able according to the guidelines is linked
to both the individual’s responsibility for
results and the Group’s profitability targets,
which contributes to value growth for the
company’s shareholders.
Market surveys are conducted regularly
with respect to salary statistics, remunera-
tion structures and levels for variable remu-
neration. In the opinion of the remuneration
committee, Cloetta’s remuneration struc-
tures and remuneration levels have allowed
Cloetta to recruit and retain the right per-
sonnel to the Group Management Team.
Remuneration of the
Group Management Team
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
67Cloetta Annual and Sustainability Report 2022
Remuneration – the Group Management Team
Costs incurred in 2022
SEK Thousand
Base
salary
Short-term variable
compensation incurred in
the year, expected to be
paid out in the next year
Share-based
long-term variable
compensation
Other
benefits Subtotal
Pension
costs Total
Henri de Sauvage-Nolting,
President and CEO
5,450 4,959 1,819 82 12,310 1,635 13,945
Other Group Management Team
1
23,422 14,166 7,594 1,203 46,385 5,990 52,375
Total 28,872 19,125 9,413 1,285 58,695 7,625 66,320
of which, Parent Company 13,264 10,205 4,385 412 28,266 3,979 32,245
Amount paid in 2022
Henri de Sauvage-Nolting,
President and CEO
5,450 5,200 0 82 10,732 1,635 12,367
Other Group Management Team
1
23,430 15,471 0 1,203 40,104 5,990 46,094
Total 28,880 20,671 0 1,285 50,836 7,625 58,461
of which, Parent Company 13,247 10,495 0 412 24,154 3,979 28,133
Costs incurred in 2021
SEK Thousand
Base
salary
Short-term variable
compensation incurred in
the year, expected to be
paid out in the next year
Share-based
long-term variable
compensation
Other
benefits Subtotal
Pension
costs Total
Henri de Sauvage-Nolting,
President and CEO
5,200 5,075 -1,048 94 9,321 1,560 10,881
Other Group Management Team
1
22,499 14,648 -4,202 1,192 34,137 5,368 39,505
Total 27,699 19,723 -5,250 1,286 43,458 6,928 50,386
of which, Parent Company 12,549 10,502 -1,938 397 21,510 3,743 25,253
Amount paid in 2021
Henri de Sauvage-Nolting,
President and CEO
5,200 5 388 94 5,687 1,560 7,247
Other Group Management Team
1
22,499 52 1,259 1,192 25,002 5,368 30,370
Total 27,699 57 1,647 1,286 30,689 6,928 37,617
of which, Parent Company 12,549 21 560 397 13,527 3,743 17,270
1) Other Group Management Team comprised 10 persons for the period 1 January 2020 up to 31 March 2021. As from 1 April 2021, other Group Management Team consisted of 9 persons.
Remuneration of the President and CEO for
the financial year 2022 has been determined
by the Board. Remuneration of other mem-
bers of the Group Management Team and of
other senior executives has been determined
by the President and CEO. Since the 2022
AGM, the remuneration committee has
met on five occasions. The current guide-
lines for remuneration to the Group Man-
agement Team was adopted at the AGM on
6 April 2021 and new guidelines have been
proposed to the AGM in 2023.
In accordance with the remuneration
guidelines, the Board may temporarily devi-
ate from the remuneration guidelines, in
whole or in part, if in a specific case there is
special cause for the deviation and a devia-
tion is necessary to serve the company’s long-
term interests. The Board has assessed that
an adjusted performance measure is a better
measure of Management’s performance than
the reported result, and has consequently
chosen to use an adjusted performance
measure as the basis for the examination of
whether any variable salary shall be paid.
This may be considered as a deviation in rela-
tion to how the current remuneration guide-
lines are formulated. The Board considers
that the application is a necessary deviation
to serve the company’s long-term interests.
Remuneration of the Group Manage-
ment Team incl. the President and CEO
%
44%
Base salary
43%
Short-term and
share-based long-
term variable
compensation
11%
Pension benefits
2%
Other benefits
Short-term variable compensation
as a percentage of base salary
Target level Maximum level
President and CEO 50 % 100 %
Other Group Management Team, average 36 % 72 %
Total variable remuneration (costs
incurred) of the Group Management
Team incl. the President and CEO
SEK Thousand %
30,000
24,000
18,000
12,000
6,000
0
0
6000
12000
18000
24000
30000
20222021202020192018
0
20
40
60
80
100
Short-term and share-based long-term
variable compensation
Percentage of base salary
For more information about remuneration
of the President and CEO, see the compa-
ny’s Remuneration Report published on
the website.
The full principles for remuneration of
the Group Management Team in 2023 will
be presented ahead of the AGM on 4April
2023. The proposed guidelines for remuner-
ation mean that the variable salary shall be
linked, directly or indirectly, to the achieve-
ment of Cloetta’s long-term financial targets,
without it being necessary that the profit for
the year, or that the other financial targets,
exceed the previous year’s results, even if the
starting point when deciding on payment
of variable salary shall be that the adjusted
profit for the year exceeds the previous year’s
adjusted profit.
Words from
the president
Targets &
strategy
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consumer Sustainability
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markets
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performance
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68 Cloetta Annual and Sustainability Report 2022
Cloetta’s internal control over financial
reporting is based on the framework pub-
lished by the Committee of Sponsoring
Organisations of the Treadway Commission
(COSO framework). The key objectives of
Cloetta’s internal control environment for
financial reporting are that it is appropri-
ately structured and eective, provides
reliable reports and complies with any
applicable laws and regulations.
The Board of Directors has defined
policies regarding processes, roles and
responsibilities that are vital for financial
reporting and the internal control environ-
ment of the company.
Roles and responsibilities
The Board of Directors is responsible for
establishing fundamental rules and guidelines
for internal control. The audit committee
assists the Board of Directors with its over-
sight of the performance of the company’s risk
management function and internal control
insofar as these aect the company’s quality
and integrity of financial reporting. The
Board of Directors and the audit committee
interact directly with the external auditors.
Where the Board of Directors is respon-
sible for establishing fundamental rules and
guidelines, the President and CEO is respon-
sible for the design eectiveness, implemen-
tation and supervision of monitoring of the
internal control environment within the
Group. The CFO is responsible for the design
and operating eectiveness of the internal
control environment within the Group. At
a local level, the design and operating eec-
tiveness of the internal control environment
is the responsibility of each of the area Presi-
dents and local and regional finance teams.
Control environment
The foundation for Cloetta’s internal control
environment is the company’s corporate
culture and behaviour, amongst others,
which are reflected in:
• Performing our business with integrity
and ethical values. Cloetta’s Code of
Conduct, Fraud policy, Whistleblower
policy, anti-bribery and anti-corruption
policy and trade control policy form the
platform for a set of guidelines and prin-
ciples built on Cloetta’s core values that
govern financial reporting;
• The management’s conduct and working
methods based on a clearly defined working
process described in documents such as:
– Rules of procedure for the Board of
Directors
– Instructions for the President and CEO
– Instructions for financial reporting
– Finance policy
– Rules of procedure for and instructions
to the audit committee;
• Rules for representations, commitments
and disbursements to third parties clearly
defined in the Group’s authorisation
framework;
• Processes for leading and developing
employees in the organisation and the
attention dedicated to these matters by
Cloetta’s Board of Directors.
Financial reporting competencies
The Group Management Team and local
management teams ensure that the company
has employees with the right competency in
all key financial positions and that there are
procedures in place to ensure that employ-
ees in key financial positions have the requi-
site knowledge and skills.
Human Resources (HR)
The guidelines and processes for manage-
ment of human resources play a funda-
mental role in Cloetta’s system of internal
control and help ensure the eectiveness
of internal control. Key processes include
compensation and benefits, HR develop-
ment, recruitment, allocation of resources,
performance management and routines for
feedback to the employees.
Risk assessment
Central and local risk assessments are pre-
pared and monitored periodically. In these
assessments the likelihood that risks could
occur and the potential impact they may
have are assessed. Furthermore, the veloc-
ity at which a risk could occur is considered.
Business risks as well as financial reporting
and other risks are considered in the risk
assessments.
Central and local financial reporting
risks are assessed with respect to account
balance assertions such as existence, com-
pleteness, rights and obligations, valuation
and allocation, presentation and disclosure
assertions and financial impact. The inter-
nal control environment is designed to
mitigate risks identified to a level consid-
ered acceptable by management.
Certain specific risks, for example risks
related to taxes and legal matters and other
financial risks, are reviewed proactively
on a periodic basis. Risks and risk manage-
ment are reported on separately in more
detail in the Annual and Sustainability
report, on pages 54–58. Tax, legal and other
financial risks are reflected based on man-
agement’s best estimate and judgement,
and in accordance with the applicable
Internal control over
financial reporting
Basis for risk assessment
Existence,
reported
assets and
liabilities exist
on the report-
ing date.
Completeness,
all transactions
during the
reporting period
are recorded
and reported.
Rights and obliga-
tions, assets are
the rights of the
organisation and
the liabilities are its
obligations as of a
given date.
Valuation and allocation, all
items in the financial reporting are
reported in compliance with IFRS
valuation principles and are cor-
rectly calculated and summarised
and appropriately recorded.
Presentation and
disclosure, items in
the financial reports
are properly
described, sorted
and classified.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
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Other
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69Cloetta Annual and Sustainability Report 2022
accounting standards in the consolidated
financial statements.
Fraud risk
Cloetta’s Group Management Team, local
management teams and the central finance
team are responsible for addressing the risk
of fraud and for carrying out a continuous
assessment of the risk for fraud with respect
to the prevailing attitudes, incentives and
opportunities to commit fraud. The Board
of Directors has issued a Fraud policy and a
Whistleblower policy aimed at preventing
dishonest and/or fraudulent activity and to
establish procedures for reporting fraudu-
lent activities to Cloetta’s management and/
or audit committee.
In addition to these policies, Cloetta
has adopted an anti-bribery and anti-cor-
ruption policy. The purpose of the policy is
to prevent bribery and corruption by any
employee or third party acting on behalf of
Cloetta. The trade control policy summa-
rises potentially applicable sanctions and
export control rules, and compliance proce-
dures to be followed by all Cloetta employ-
ees. The purpose of this policy is to provide
guidelines to ensure compliance with all
local trade control laws and regulations
including countries through which ship-
ments or financial transactions flow.
Control activities
Control activities are the policies and pro-
cedures that help ensure that management’s
directives are carried out and that the
necessary actions are taken to address risks
that may hinder the achievement of the com-
pany’s objectives. Control activities occur
throughout the organisation, at all levels
and in all functions. They include a range of
activities as diverse as approvals, authorisa-
tions, verifications, reconciliations, reviews
of operating performance, security of assets
and segregation of duties.
Control activities are embedded in
Cloetta’s business processes and play a key
role in ensuring eective internal control in
the company. Local management is respon-
sible for having all required control activ-
ities in place and maintained within their
organisations. The CFO is responsible for
ensuring that control activities are designed
and operating eectively and are maintained
centrally. The control environment is based
on a balanced mix of preventive and detec-
tive controls and of automated and manual
controls. In addition to a standard set of
automated controls embedded in Cloetta’s
central ERP system, local management
teams are encouraged to have as many auto-
mated controls as possible, especially for
routine transactions. Nevertheless, there are
also manual control activities in place to ver-
ify that the automated controls function as
intended and for non-routine transactions.
Continuous reviews are performed by
the Group Management Team and local
management teams to safeguard proper and
accurate financial reporting. These reviews
are incorporated into the business processes
and are an important part of Cloetta’s mon-
itoring controls. The local management
teams are responsible for ensuring compli-
ance with relevant laws and regulations
in their respective areas of responsibility.
All identified financial reporting risks are
covered by one or more control activities.
Monitoring and improvement
Cloetta continuously strengthens its inter-
nal control environment by evaluating the
design and operating eectiveness of the
environment. During the year, procedures
are performed to verify the design and oper-
ating eectiveness in specific areas. These
procedures are performed on a central and
a local level and are intended to address any
weaknesses or ineciencies in the internal
control environment. Internal control defi-
ciencies detected through the ongoing mon-
itoring activities or separate evaluations are
reported upstream and corrective actions are
taken to ensure continuous improvement of
the internal control environment. On a quar-
terly basis the follow up and status of any
weaknesses identified by internal procedures
or external audits are reported and discussed
with the persons involved and members of
Cloetta’s Group Management Team.
Reporting routines
An eective system for internal control
requires sucient, up-to-date and reliable
information both of a financial and non-
financial nature. As far as possible, manage-
ment reporting is directly linked to the finan-
cial reporting and to the consolidation tool.
Local management teams report their
financial results periodically and in accord-
ance with the Group’s accounting and
reporting policies. This reporting is the basis
for Cloetta’s internal and external reporting
and serves as a basis for legal and business
reviews. The business reviews are carried
out according to a structure in which sales,
earnings, cash flow and other key ratios
and trends of importance to the Group are
compiled and form a basis for analysis and
actions by the management and controllers
at dierent levels. Other important and
group-wide components of internal control
and reporting routines include the annual
business planning process and the monthly
and quarterly forecasts.
To ensure the eciency of internal
control over financial reporting, reviews are
carried out by the Board of Directors, the
Process for financial reporting
Monthly Quarterly
Collection of information
Local units report monthly according to
an established time-frame in compliance
with the applicable laws, regulations and
accounting practices and the Group’s
accounting manual.
Audit committee
The auditor attends every quarterly
meeting. Possible actions are carried out
in respect of the audit report.
Controls
The Group’s reporting system contains
embedded controls. In addition, the central
finance team carries out analytical controls
as well as controls of completeness and
reasonability.
External reporting
Cloetta publicly discloses its interim and
year-end reports through press releases
and publication on the company’s website.
Processing and consolidation
Any corrections are implemented in
dialogue with the affected parties.
Reconciliation occurs.
Reporting
Reporting of operational and financial
information to the Board of Directors and
the Group Management team.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
70 Cloetta Annual and Sustainability Report 2022
audit committee, the President and CEO,
the Group Management Team, the central
finance and treasury team and the Group’s
various subsidiaries. Every month, finan-
cial reports are reviewed against budget
and established targets, and the results of
self-assessments in the Group’s companies
are reported. This review includes follow-up
of observations that are reported by
Cloetta’s auditor.
The company’s financial situation is dis-
cussed at each Board of Directors meeting.
The Board’s audit committee has important
monitoring and control duties with regard to
loans, investments, financial management,
financial reporting and internal control.
The audit committee and Board of Direc-
tors review and formally approve interim
reports and the Annual and Sustainability
Report prior to publication. In addition, the
audit committee receives regular reports
from the independent auditor.
Communication
Internal communication
Eective communication ensures the infor-
mation flows in the organisation. Separate
communication channels are used to
communicate internally, based on what is
most eective.
External communication
It is also important to maintain communi-
cation about relevant policies with external
parties such as customers, suppliers, regula-
tors and shareholders.
External communication is carried
out in accordance with legal requirements
and the Corporate Communications and
IR policy.
Evaluation of the need for a separate
internal audit function
There is currently no internal audit func-
tion at Cloetta. The Board of Directors has
reviewed this matter and determined that
the existing structures for monitoring and
evaluation provide a satisfactory basis for
control. For certain special internal audit
activities, external resources are used.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
71Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
Consumer Sustainability
Main
markets
Share &
Shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
72 Cloetta Annual and Sustainability Report 2022
Board of Directors
Patrick Bergander
Position: Member of the Board
Chairman of the Audit Committee
Elected: 2019
Year of birth: 1971
Nationality: Swedish
Education: B.Sc. Business and Economics,
Stockholm University.
Other assignments: CEO of Nordic Tyre Group,
Board member of SPP Pension & Försäkring AB.
Previous assignments: CFO of Rosti Group, CEO
and CFO RSA Scandinavia (Codan/Trygg-Hansa),
Several positions at Electrolux, including CFO Asia
Pacific and Head of Group Business Control.
CFO, Business area Private at If Skadeförsäkring and
Consultant and Auditor at Arthur Andersen.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 4,180 class B shares
Related parties: –
Mikael Norman
Position: Chairman of the Board
Member of the Remuneration Committee
Elected: 2020
Year of birth: 1958
Nationality: Swedish
Education: Bachelor of Laws, Stockholm
University.
Other assignments: –
Previous assignments: Chairman of the board
of Bonava AB, CFO of Nobia AB, Group Financial
Controller and several other roles at Electrolux AB,
Tax lawyer at PricewaterhouseCoopers and Judge in
the County Administrative Court and Administrative
Court of Appeal in Stockholm.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 50,000 class B shares
Related parties: –
Lottie Knutson
Position: Member of the Board
Elected: 2015
Year of birth: 1964
Nationality: Swedish
Education: Journalism, Stockholm school of Media
and Journalism, and Diplôme de Culture Francaise,
L’Université Paris IV.
Other assignments: Board member of Stena Line
and STS Alpresor, writer and advisor in the areas
of leadership, change and crisis management
and tourism.
Previous assignments: Board member of Swedavia
and Scandic Hotels. Director of Communications at
Fritidsresor Group for the Nordic countries, at SAS
Group’s communications department, journalist at
the Swedish newspaper Svenska Dagbladet and
communications consultant at JKL and others.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 2,200 class B shares
Related parties: –
Malin Jennerholm
Position: Member of the Board
Elected: 2022
Year of birth: 1970
Nationality: Swedish
Education: B.Sc. in Business Administration and
Economics from School of Business, Economics and
Law at the University of Gothenburg.
Other assignments: CEO Svenska Retursystem AB
and board member of Sweden Food Arena.
Previous assignments: Board member of Livs-
medelsföretagen. CEO at Orkla Confectionery &
Snacks Sweden, General Manager Professional
Nordics at Jacobs Douwe Egberts and various
positions at Mondelez International and Kraft Foods.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 2,000 class B shares
Related parties: –
Mikael Aru
Position: Member of the Board
Member of the Audit Committee
Elected: 2017
Year of birth: 1953
Nationality: Swedish
Education: B.Sc. Business Administration, Linköping
University.
Other assignments: Chairman of the board at
AB Axel Granlund, Board member of AB Stenströms
Skjortfabrik, Bröderna Börjessons Bil AB, Viva Wine
Group AB, Dr Per Håkanssons Foundation and
Gorthon Foundation.
Previous assignments: CEO of Procordia Food
Sverige, as well as executive positions at Kraft Foods,
ORKLA and Nestlé.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 3,855 class B shares
Related parties: –
Alan McLean Raleigh
Position: Member of the Board
Member of the Remuneration Committee
Elected: 2018
Year of birth: 1959
Nationality: British
Education: B.Sc. (Hons) Production Engineering and
Production Management, University of Strathclyde
Other assignments: Board Chairman of Robinson
plc.
Previous assignments: Trustee on the Board of
the Chartered Institute of Procurement and Supply
(CIPS), Executive Vice President, Personal Care
Supply Chain, Unilever.
Independence:
In relation to major shareholders: Yes
In relation to the company and management: Yes
Shareholding: Direct: 8,144 Class B shares
Related parties: –
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
73Cloetta Annual and Sustainability Report 2022
Mikael Svenfelt
Position: Member of the Board
Chairman of the Remuneration Committee
Elected: 2008
Year of birth: 1966
Nationality: Swedish
Education: Marketing and Business Economics,
Tibbleskolan and Law studies, Folkuniversitetet.
Other assignments: CEO and Board member of
AB Malfors Promotor.
Previous assignments: Senior positions in Nicator
Group, Dell Financial Services, GE Capital Equip-
ment Finance AB, and Rollox AB, Board Chairman
of Fjärilshuset Haga Trädgård AB, Board member of
Fjärilshuset Haga Trädgård Café AB.
Independence:
In relation to major shareholders: No
In relation to the company and management: Yes
Shareholding: Class A shares, Direct: 25
Related parties: 5,729,569
Class B shares, Direct: 47,535
Related parties: 82,199,973
Camilla Svenfelt
Position: Member of the Board
Member of the Audit Committee
Elected: 2016
Year of birth: 1981
Nationality: Swedish
Education: Bachelor of Science in Social Work and
courses in business administration, labour market
economics and management, Stockholm University.
Other assignments: Board member of AB Malfors
Promotor and a deputy board member of the Hjalmar
Svenfelt Foundation, Accounting supervisor at AB
Malfors Promotor.
Previous assignments: –
Independence:
In relation to major shareholders: No
In relation to the company and management: Yes
Shareholding: Class A shares, Direct: 60
Related parties: 5,792,569
Class B shares, Direct: 498,485
Related parties: 82,278,068
Lena Grönedal
Position: Employee board member, LIVS
Elected: 2008
Year of birth: 1962
Nationality: Swedish
Position at Cloetta: Factory Operative,
Cloetta Sverige AB
Shareholding: Direct: –
Related parties: –
Shareholding stated as at 31 December 2021
Shahram Nikpour Badr
Position: Deputy employee board member, LIVS
Elected: 2013
Year of birth: 1963
Nationality: Swedish
Position at Cloetta: Factory Operative,
Cloetta Sverige AB
Shareholding: Direct: –
Related parties: –
Mikael Ström
Position: Employee board member, PTK Ledarna
Elected: 2016
Year of birth: 1961
Nationality: Swedish
Position at Cloetta: Head of Department,
Cloetta Sverige AB
Shareholding: Direct: 35,000 class B shares.
Related parties: –
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
74 Cloetta Annual and Sustainability Report 2022
Group Management Team
Regina Ekström
Position: Senior Vice President Human Resources
since 2015.
Employed by LEAF since 2004.
Year of birth: 1963
Nationality: Swedish
Education: B.Sc. Business Administration and
Economics, Lund University.
Other assignments: –
Previous positions: SVP Human Resources and
Communications Scandinavia at Cloetta/LEAF,
2004–2014. SVP Human Resources Nordic at Findus,
2000–2004, HR Manager Sweden/Nordic at Nestlé,
1995–2000, Trainee, Product Manager, Human
Resources Manager, Marketing Manager at Mars
Sweden and UK, 1987–1995.
Shareholding: Direct: 49,320 class B shares
Related parties: –
Michiel Havermans
Position: Senior Vice President Cloetta International
since 2018.
Employed by Cloetta since 2018.
Year of birth: 1973
Nationality: Dutch
Education: MSc Economics, Erasmus University.
Other assignments: –
Previous positions: Regional Director sales and
marketing for Europe, Middle East, and Americas
at United Dutch Breweries (UDB), Export Director,
Country Manager UK and Managing Director Vietnam
and the Philippines at Perfetti van Melle.
Shareholding: Direct: 23,834 class B shares
Related parties: –
Henri de Sauvage-Nolting
Position: President and CEO since 2017
Employed by Cloetta since 2017.
Year of birth: 1962
Nationality: Dutch
Education: M.Sc., Chemistry, Amsterdam University,
M.Sc., Chemical Engineering, Technical University
of Twente, and Post Doc in Business Administration,
University of Leuven.
Other assignments: Board member of Agra
Industrier, Norway.
Previous positions: Executive Vice President of
Arla in Sweden, Denmark and Finland. Between
1989 and 2013 held positions in sales, marketing and
manufacturing at Unilever in the Nordics, the Nether-
lands, UK and China. Last position at Unilever was as
CEO of the Nordics.
Shareholding: Direct: 133,563 class B shares
Related parties: –
Thomas Biesterfeldt
Position: Chief Marketing Officer – CMO (Marketing,
Innovation and Sustainability) since 2018.
Employed by Cloetta since 2018.
Year of birth: 1980
Nationality: German
Education: MBA (Major Marketing), Hamburg
University of Applied Sciences.
Other assignments: –
Previous positions: Marketing Director at L’Oréal
Paris in the Nordics (based in Denmark), previously
Marketing and Group product manager at L’Oréal
Paris in Germany and Sweden.
Shareholding: Direct: 19,849 class B shares
Related parties: –
Frans Rydén
Position: Chief Financial Officer (CFO) since 2018
Employed by Cloetta since 2018.
Year of birth: 1972
Nationality: Swedish
Education: BSc. Business Administration and
Degree of Master of Laws, LL.M, Stockholm University.
Other assignments: –
Previous positions: Various finance positions in
Mondelez such as chief financial officer for India and
for Indonesia, Finance Director ZBB Asia-Pacific,
Regional Manager Financial Planning and Analysis,
and Area Manager Internal Controls. Vice President
Finance at Arla Foods.
Shareholding: Direct: 99,346 class B shares
Related parties: –
Ewald Frenay
Position: President Middle since 2012.
Employed by LEAF since 2000.
Year of birth: 1963
Nationality: Dutch
Education: M.Sc. Economics, Erasmus University.
Other assignments: –
Previous positions: Interim President Cloetta Italy
and Export Markets 2016–2017, Various positions
at Leaf 2000–2012 including President Middle at
Leaf and Chief Marketing Officer, Member of Leaf
Executive Committee, 2008–2012, 2005–2007
Vice President Segment Confectionery, 2004–2005,
Marketing Director of RBV Leaf the Netherlands
2000–2004. Several marketing and sales positions
at Mars Inc. 1989–1999.
Shareholding: Direct: 37,983 class B shares
Related parties: –
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
75Cloetta Annual and Sustainability Report 2022
Katarina Tell
Position: President Cloetta Sweden, since 2018.
Employed by Cloetta since 2018.
Year of birth: 1970
Nationality: Swedish
Education: Bachelor Marketing and Administration,
Lund University. Master in Food Nutrition, Umeå
University.
Other assignments: Board member of Svensk Plast-
industri i Motala and DLF, Dagligvaruleverantörernas
Förbund.
Previous positions: General Manager Findus,
Sweden. Managing Director Heinz Northern and
Eastern Europe, Retail Sales Manager Heinz Sweden,
and Business Development Manager Findus.
Shareholding: Direct: 61,251 class B shares
Related parties: –
Niklas Truedsson
Position: President Cloetta Denmark, Norway and
Chief Pick & mix Officer since 2021.
Employed by Cloetta since 2019.
Year of birth: 1972
Nationality: Swedish
Education: M.Sc. Business Administration and
Economics, Lund University.
Other assignments: –
Previous positions: Various managerial roles at
Unilever in the Nordics and Asia including Country
Manager Sweden, CEO at Risenta, part of the
Paulig Group.
Shareholding: Direct: 22,606 class B shares
Related parties: –
Marcel Mensink
Position: President Operations (COO) since 2017.
Employed by Cloetta since 2017.
Year of birth: 1971
Nationality: Dutch
Education: MBA University of Canterbury and B.Sc.
Food Technology, van Hall Institute.
Other assignments: –
Previous positions: Supply Director, Mars Supply
Petcare Europe. Several leading positions at Mars
in various business units, including Petcare, Food
and Chocolate, Supply Director Mars Care & Treats
Europe, Plant director Mars Food UK, several
different operational roles at Mars Chocolate.
Shareholding: Direct: 51,767 class B shares
Related parties: –
Ville Perho
Position: President Finland since 2015.
Employed by LEAF since 2004.
Year of birth: 1979
Nationality: Finnish
Education: M.Sc., Turku School of Economics.
Other assignments: Co-owner and Board member
of Varastoaura Oy.
Previous positions: Sales Director Cloetta Finland
2010–2015, Category Development Manager LEAF
2004–2010, Global Account Manager Lidl at LEAF
2007–2009.
Shareholding: Direct: 43,193 class B shares
Related parties: –
Shareholding stated as at 31 December 2020
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76 Cloetta Annual and Sustainability Report 2022
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Contents
Consolidated financial statements Page
Consolidated profit and loss account
78
Consolidated statement of comprehensive income
79
Consolidated balance sheet
80
Consolidated statement of changes in equity
81
Consolidated cash flow statement
82
Parent Company financial statements Page
Parent Company profit and loss account
117
Parent Company balance sheet
118
Parent Company statement of changes in equity
119
Parent Company cash flow statement
120
Notes to the consolidated financial statements Page
Note 1
General information and accounting and
valuation policies of the Group
83
Note 2
Business segments
91
Note 3
Breakdown of income
91
Note 4
Amortisation of intangible assets, depreciation of
property, plant and equipment and impairment of
non-current assets
92
Note 5
Expenses by type
92
Note 6
Personnel expenses and number of employees
92
Note 7
Remuneration of the Board
93
Note 8
Items affecting comparability
93
Note 9
Net financial items
94
Note 10
Income taxes
94
Note 11
Audit fees
94
Note 12
Intangible assets
95
Note 13
Property, plant and equipment
97
Note 14
Tax assets and liabilities
98
Note 15
Non-current financial assets
99
Note 16
Inventories
99
Note 17
Trade and other receivables
100
Note 18
Cash and cash equivalents
101
Note 19
Equity
102
Note 20
Earnings per share
103
Note 21
Borrowings
103
Note 22
Derivative financial instruments
106
Note 23
Pensions and other long-term employee benefits
107
Note 24
Provisions
110
Note 25
Trade and other payables
110
Note 26
Financial risks and financial risk management
111
Note 27
Financial instruments – measurement
categories and fair values
113
Note 28
Related-party transactions
114
Note 29
Leases
115
Note 30
Critical accounting estimates and judgements
115
Note 31
Changes in accounting policies
116
Note 32
Events after the balance sheet date
116
Notes to the Parent Company financial statements Page
Note P1
Accounting and valuation policies
of the Parent Company
121
Note P2
Breakdown of income
121
Note P3
Personnel expenses and number of employees
122
Note P4
Audit fees
122
Note P5
Net financial items
122
Note P6
Income taxes
122
Note P7
Deferred and current income tax
122
Note P8
Shareholdings in group companies
123
Note P9
Cash and cash equivalents
124
Note P10
Equity
124
Note P11
Borrowings
124
Note P12
Derivative financial instruments
125
Note P13
Accrued expenses and deferred income
125
Note P14
Pledged assets and contingent liabilities
125
Note P15
Related-party transactions
125
Proposed appropriation of earnings
126
Auditor’s report
127
Ten-year overview
132
Key ratios
134
Reconciliation alternative performance measures
136
Glossary
151
Definitions
152
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77Cloetta Annual and Sustainability Report 2022
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| Consolidated profit and loss account | |||
SEKm | Note | 2022 | 2021 |
Net sales | 2,3 | ||
Cost of goods sold | 4, 5, 6, 8 | - | - |
Gross profit | |||
Selling expenses | 4, 5, 6, 8 | - | - |
General and administrative expenses | 4, 5, 6, 8, 11 | - | - |
Operating profit | |||
Exchange differences on cash and cash equivalents in foreign currencies | 9 | - | |
Other financial income | 9 | ||
Other financial expenses | 9 | - | - |
Net financial items | - | - | |
Profit before tax | |||
Income tax | 10 | - | - |
Profit for the year | |||
| Profit for the year attributable to: | |||
Owners of the Parent Company | |||
| Earnings per share, SEK | |||
| Basic and diluted | 20 | ||
| Number of shares outstanding at end of period | 20 | ||
| Average number of shares (basic) | 20 | ||
| Average number of shares (diluted) | 20 | ||
1
1
1
1
1) During 1 till 9 November 2021 and during 31 October till 23 November 2022 Cloetta purchased 1,590,629 and 1,622,932 treasury shares
respectively to fulfill its future obligation to deliver shares to the participants of the long-term share-based incentive plan, if vesting con-
ditions are met.
Consolidated financial
statements
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| Consolidated statement of comprehensive income | ||
SEKm | 2022 | 2021 |
Profit for the year | ||
| Other comprehensive income | ||
Remeasurements of defined benefit pension plans | ||
Income tax on remeasurement of defined benefit pension plans | - | - |
Items that will never be reclassified to profit or loss for the period | ||
Currency translation differences | ||
Hedge of a net investment in a foreign operation | - | - |
Income tax on hedge of a net investment in a foreign operation | ||
Items that are or may be reclassified to profit or loss for the period | ||
Total other comprehensive income | ||
Total comprehensive income, net of tax | ||
| Total comprehensive income for the period attributable to: | ||
Owners of the Parent Company | ||
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| Consolidated balance sheet | |||
SEKm | Note | 31 Dec 2022 | 31 Dec 2021 |
| ASSETS | |||
| Non-current assets | |||
Intangible assets | 12 | ||
Property, plant and equipment | 13 | ||
Deferred tax asset | 14 | ||
Derivative financial instruments | 22 | ||
Other financial assets | 15 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 16 | ||
Trade and other receivables | 17 | ||
Current income tax assets | 14 | ||
Derivative financial instruments | 22 | | |
Cash and cash equivalents | 18 | ||
Total current assets | |||
Total assets | |||
| EQUITY AND LIABILITIES | |||
| Equity | |||
Share capital | 19 | ||
Other paid-in capital | 19 | ||
Treasury shares | 19 | - | - |
Foreign currency translation reserve | 19 | ||
Retained earnings including profit for the year | 19 | - | - |
Equity attributable to owners of the Parent Company | |||
| Non-current liabilities | |||
Long-term borrowings | 21 | ||
Deferred tax liability | 14 | ||
Provisions for pensions and other long-term employee benefits | 23 | ||
Provisions | 24 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Short-term borrowings | 21 | ||
Derivative financial instruments | 22 | ||
Trade and other payables | 25 | ||
Provisions | 24 | ||
Current income tax liabilities | 14 | ||
Total current liabilities | |||
Total equity and liabilities | |||
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| Consolidated statement of changes in equity | ||||||
| Share | Other | Treasury | Foreign currency | Retained | Total | |
| SEKm | capital | paid-in capital | shares | translation reserve | earnings | equity |
Balance at 1 January 2021 | - | |||||
| Comprehensive income | ||||||
Profit for the year | ||||||
Other comprehensive income | - | |||||
Total comprehensive income for 2021 | ||||||
| Transactions with owners | ||||||
Purchase of treasury shares | - | - | ||||
| Forward contracts to repurchase own shares | | |||||
Share-based payments | - | - | ||||
| Dividend | - | - | ||||
| Dividend on outstanding shares in forward | ||||||
| contracts to repurchase own shares | ||||||
Total transactions with owners | - | - | - | |||
Balance at 31 December 2021 | - | - | ||||
| Comprehensive income | ||||||
Profit for the year | ||||||
Other comprehensive income | ||||||
Total comprehensive income for 2022 | ||||||
| Transactions with owners | ||||||
Purchase of treasury shares | - | - | ||||
Share-based payments | ||||||
| Dividend | - | - | ||||
Total transactions with owners | - | - | - | |||
Balance at 31 December 2022 | - | - |
1
1
1) The dividend paid in 2022 comprised an ordinary dividend of SEK 1 .0 0 per share. The dividend paid in 2021 comprised an ordinary dividend of SEK 0 .75 per share.
Total equity is attributable to the owners of the Parent Company.
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| Consolidated cash flow statement | |||
SEKm | Note | 2022 | 2021 |
Operating profit | |||
| Adjustments for non-cash items | |||
Amortisation and depreciation of assets | 4 | ||
Impairment of assets | 4 | ||
Provisions for pensions | - | - | |
Other provisions and contingent earn-out considerations | - | ||
Interest received | |||
Interest paid | - | - | |
Proceeds on derivative financial instruments | - | ||
Income tax paid | - | - | |
Cash flow from operating activities before changes in working capital | |||
| Changes in working capital | |||
Change in inventories | - | ||
Change in trade and other receivables | - | - | |
Change in trade and other payables | |||
Cash flow from changes in working capital | - | ||
Cash flow from operating activities | |||
| Investing activities | |||
Investments in property, plant and equipment | 13 | - | - |
Investments in intangible assets | 12 | - | - |
Disposals of property, plant and equipment | 13 | ||
Cash flow from investing activities | - | - | |
Cash flow from operating and investing activities | |||
| Financing activities | |||
Proceeds from commercial papers | 21 | ||
Transaction costs paid | 21 | - | - |
Repayment of commercial papers | 21 | - | - |
Payment of lease liabilities | 21 | - | - |
Dividends paid | 19 | - | - |
Purchase of treasury shares | 19 | - | - |
Other cash flow from financing activities | - | ||
Cash flow from financing activities | - | - | |
Cash flow for the year | - | ||
| Cash and cash equivalents at beginning of year | 18 | ||
Cash flow for the year | - | ||
Exchange difference | - | ||
| Cash and cash equivalents at end of year | 18 | ||
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Notes to the consolidated financial statements
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Note
7
Remuneration of the Board
Costs incurred 2022
SEK 000s
Board
fees
Committee
fees
Total
Board Chairman
Mikael Norman 715 100 815
Board members
Mikael Aru 322 100 422
Patrick Bergander 322 150 472
Malin Jennerholm
1
217 - 217
Lottie Knutson 322 - 322
Alan McLean Raleigh 322 100 422
Camilla Svenfelt 322 100 422
Mikael Svenfelt 322 150 472
Total 2,864 700 3,564
Costs incurred 2021
SEK 000s
Board
fees
Committee
fees
Total
Board Chairman
Mikael Norman 685 100 785
Board members
Mikael Aru 315 100 415
Patrick Bergander 315 150 465
Lottie Knutson 315 - 315
Alan McLean Raleigh 315 100 415
Camilla Svenfelt 315 100 415
Mikael Svenfelt 315 150 465
Total 2,575 700 3,275
1) Elected as per 6 April 2022.
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the forward contracts to repurchase own shares.
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117
Parent Company profit and loss account
SEKm Note 2022 2021
Net sales P2 97 86
Gross profit 97 86
General and administrative expenses P3, P4 -123 -112
Operating loss -26 -26
Exchange differences on borrowings and cash P5 2 -2
Other financial income P5 35 101
Other financial expenses P5 -107 -30
Net financial items -70 69
Profit/loss before tax -96 43
Income tax P6 20 -12
Profit/loss for the year -76 31
Profit/loss for the year corresponds to comprehensive income for the year.
Primary activities
Cloetta AB’s primary activities include head office functions such as group-wide management and administration.
Parent Company
financial statements
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118
Parent Company balance sheet
SEKm Note 31 Dec 2022 31 Dec 2021
ASSETS
Non-current financial assets
Deferred tax asset P7 26 5
Shareholdings in group companies P8 4,884 4,884
Derivative financial instruments P12 2 1
Receivables from group companies P15 474 465
Total non-current financial assets 5,386 5,355
Current assets
Derivative financial instruments P12 16 1
Receivables from group companies P15 2 88
Current income tax assets P7 13 -
Other receivables 2 2
Cash and bank P9 0 0
Total current assets 33 91
Total assets 5,419 5,446
EQUITY AND LIABILITIES
Equity
Share capital 1,443 1,443
Share premium 2,712 2,712
Treasury shares -78 -44
Retained earnings including profit for the year -1,597 -1,247
Equity attributable to owners of the Parent Company
P10
2,480 2,864
Non-current liabilities
Borrowings P11 799 799
Payables to group companies P15 142 139
Deferred tax liability P7 3 -
Provisions 2 2
Total non-current liabilities 946 940
Current liabilities
Borrowings P11 149 150
Payables to group companies P15 1,814 1,449
Trade payables 3 3
Other current liabilities 8 7
Accrued expenses and deferred income P13 19 20
Current income tax liabilities P7 - 13
Total current liabilities 1,993 1,642
Total equity and liabilities 5,419 5,446
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119
Parent Company statement of changes in equity
SEKm
Share
capital
Share
premium
reserve
Treasury
shares
Retained
earnings Total equity
Balance at 1 January 2021 1,443 2,712
-
-1,055 3,100
Comprehensive income
Profit for the year - - - 31 31
Total comprehensive income for 2021 - - - 31 31
Transactions with owners
Purchase of treasury shares - - -44 - -44
Share-based payments - - - -7 -7
Dividend - - - -216 -216
Total transactions with owners - - -44 -223 -267
Balance at 31 December 2021 1,443 2,712 -44 -1,247 2,864
Comprehensive income
Loss for the year - - - -76 -76
Total comprehensive income for 2022 - - - -76 -76
Transactions with owners
Purchase of treasury shares - - -34 - -34
Share-based payments - - - 13 13
Dividend - - - -287 -287
Total transactions with owners - - -34 -274 -308
Balance at 31 December 2022 1,443 2,712 -78 -1,597 2,480
1) The dividend paid in 2022 comprised a dividend of SEK 1.00 (0.75) per share.
Profit/loss for the year corresponds to comprehensive income for the year.
Total equity is attributable to the owners of the Parent Company.
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Parent Company cash flow statement
SEKm Note 2022 2021
Operating loss -26 -26
Interest paid -34 -25
Income tax paid -25 -17
Cash flow from operating activities before changes in working capital -85 -68
Cash flow from changes in working capital
Change in operating receivables 87 74
Change in operating liabilities 319 354
Cash flow from operating activities 321 360
Cash flow from operating and investing activities 321 360
Financing activities
Repayment of interest-bearing borrowings -598 -849
Proceeds from borrowings 597 750
Dividends to shareholders -287 -216
Transaction costs paid -1 -2
Purchase of treasury shares -34 -44
Cash flow from financing activities -323 -361
Cash flow for the year -2 -1
Cash and cash equivalents at beginning of year
P9
0 0
Cash flow for the year -2 -1
Exchange difference 2 1
Cash and cash equivalents at end of year
P9
0 0
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Note
P1
Accounting and valuation policies
of the Parent Company
The annual financial statements of the Parent Company are presented in
accordance with the Swedish Annual Accounts Act (1995:1554) and the
Swedish Financial Reporting Board’s recommendation RFR 2, Account-
ing for Legal Entities. The statements issued by the Board with respect to
listed companies are also applied. RFR 2 states that in the report for the
legal entity, the Parent Company shall apply all EU-endorsed IFRSs and
statements as far as possible, within the framework of the Annual
Accounts Act and with respect to the connection between accounting
and taxation. This recommendation defines the exceptions and additional
disclosures compared to IFRS. These financial statements include the
financial statements of the Parent Company covering the period from
1 January to 31 December 2022. Unless otherwise stated below, the
accounting standards for the Parent Company have been consistently
applied in the period.
Changed accounting standards
Neither revised IFRSs, nor revised RFR 2 (January 2018) effective from
1January 2022 have entailed any practical change in the accounting
standards for the Parent Company.
Differences between the accounting policies of the Group
and the Parent Company
The differences between the accounting principles applied by the Group
and the Parent Company are described below.
Classification and presentation
The profit and loss account and balance sheet of the Parent Company are
presented in accordance with the Swedish Annual Accounts Act. The
differences compared to IAS 1, Presentation of Financial Statements,
relate mainly to financial income and expenses, equity and the presenta-
tion of provisions as a separate item in the balance sheet.
Borrowing costs
Borrowing costs are expensed when incurred and recognised in the other
financial expenses in the profit and loss account.
Group contributions
Group contributions received are recognised in other financial income in
the profit and loss account. Group contributions paid to group companies
are reported by the Parent Company as other financial expenses in the
profit and loss account.
Shareholdings in group companies
Shareholdings in group companies are accounted for at acquisition costs.
The transaction costs are included in the carrying amount of sharehold-
ings in group companies.
Dividends
Anticipated dividends from group companies are recognised in cases
where the Parent Company has full control over the size of the dividend
and has decided on the size of the dividend before the Parent Company
publishes its financial reports.
Dividends received from group companies are recognised in the profit
and loss account.
Employee benefits
Remeasurements arising from defined benefit plans also include the
return on plan assets excluding interest and the effect of the asset ceiling,
if any, excluding interest. Remeasurements are recognised in the profit
and loss account when incurred. Salary increases are not taken into
account in the calculation of the defined benefit obligation, and the applied
discount rate is established by the Swedish Financial Supervisory
Authority. All other expenses related to defined benefit plans are recog-
nised in the general and administrative expenses in the profit and loss
account when incurred.
Financial guarantees
For reporting of financial guarantee contracts on behalf of group compa-
nies, the Parent Company applies a voluntary exemption that is permitted
by the Swedish Financial Reporting Board. The voluntary exemption
relates to financial guarantees issued on behalf of group companies. The
Parent Company recognises financial guarantee contracts as provisions
in the balance sheet when it is probable that an outflow of resources will be
required to settle the obligation. The costs are recognised in the general
and administrative expenses in the profit and loss account.
Note
P2
Breakdown of income
The net sales of SEK 97m (86) relate to intra-group services and intra-
group royalty income.
The breakdown of net sales by market is as follows:
SEKm 2022 2021
Sweden 38 35
The Netherlands 21 19
Finland 9 8
Other 29 24
Total 97 86
Notes to the Parent Company financial statements
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Note
P3
Personnel expenses
and number of employees
SEKm 2022 2021
Salaries and remuneration
Group Management Team
– Sweden 28 22
Of which, short-term variable compensation
– Sweden 10 11
Total salaries and remuneration 28 22
Pension costs
Group Management Team
– Defined contribution plans 4 4
– Defined benefit plans - -
Total pension costs 4 4
Social security expenses, all employees 9 4
Total pension costs and
social security expenses
13 8
Total personnel expenses 41 30
See pages 66–67 for details on remuneration of the Group Management
Team .
The company expenses the pension obligation related to the defined
benefit pension plans, which are secured through credit insurance with,
and administered by, Försäkringsbolaget PRI Pensionsgaranti, Mutual in
the administrative expenses in the profit and loss account.
The average number of employees is 4 (4), of which 0 (0) are women.
All employees are employed in Sweden.
The specification of gender distribution in the Board of Directors
and Group Management Team is as follows:
% 2022 2021
Percentage of women
Board of Directors 38 29
Group Management Team 20 20
Note
P4
Audit fees
SEKm 2022 2021
Fee for auditing services 3 3
Fee for other services
– Tax advice - -
– Audit-related advice - -
– Other - -
Total other services - -
Total audit fees 3 3
For both the financial years 2021 and 2022 PwC was elected as auditor of
the Group.
Auditing services relate to:
• the audit of the statutory financial statements of the Parent Company,
• the audit of the Parent Company’s administration by the Board of
Directors and the President and CEO,
• the procedures for the auditor’s statement regarding the guide-
lines for remuneration to senior executives, pursuant to Chapter 8,
Section 54 of the Swedish Companies Act (2005:551), and
• the procedures for the auditor’s opinion on the statutory
sustainability report.
Note
P5
Net financial items
SEKm 2022 2021
Exchange differences on borrowings
and cash
2 -2
Group contributions - 88
Interest income, group companies 13 8
Unrealised gains on single currency interest
rate swaps
17 5
Realised gains on single currency interest rate
swaps
5 -
Other financial income 35 101
Group contributions -55 -
Interest expenses, third-party borrowings -16 -9
Interest expenses, group companies -36 -16
Interest expenses on third-party pensions 0 0
Realised losses on single currency
interest rate swaps
- -4
Other interest expenses 0 -1
Other financial expenses -107 -30
Net financial items -70 69
Note
P6
Income taxes
SEKm 2022 2021
Current income tax 3 -11
Deferred income tax 17 -1
Total 20 -12
The year’s income tax expense corresponds
to an effective tax rate of, %
21.1 26.9
SEKm 2022 2021
The difference between the effective
tax rate and the statutory tax rate in Sweden
is attributable to the following items:
Taxable profit from ordinary activities -96 43
Tax calculated at applicable tax rate
for the Parent Company
20 -9
Expenses not deductible for tax purposes 0 -2
Adjustments recognised in the period for
tax for prior periods
1 -1
Other -1 0
Income tax 20 -12
Reported effective tax rate, % 21.1 26.9
Tax rate in Sweden, % 20.6 20.6
Note
P7
Deferred and current income tax
Deferred tax assets and liabilities relate to the tax effect of the difference
between the tax base of the defined asset or liability and its carrying
amount as recognised in the financial statements. Deferred tax for the
period was SEK 26m (5) and is considered to be realised after more than
12months. The recognised deferred taxes comprise deductible tempo-
rary differences of SEK 20m (5) and unutilised tax losses carried forward
of SEK 6m (0). There are no unrecognised deferred taxes.
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Note
P9
Cash and cash equivalents
A Multicurrency Zero Balancing Cash Pool (MZBCP) is in place, which is
held by Cloetta Holland B.V. As a result, only the cash at bank accounts
outside the MZBCP is presented for Cloetta AB (publ).
See Note 18 for further details.
Note
P10
Equity
Share capital
See Note 19 for a description of the share capital of the Parent Company.
Non-restricted equity
Retained earnings
Retained earnings comprise the sum of profit for the year and retained
earnings from previous years. Retained earnings including the share
premium reserve represent the amount of non-restricted equity available
for distribution to the shareholders.
Treasury shares
Cloetta has purchased 1,590,629 shares at an average share price, includ-
ing incremental transaction costs, of SEK 27.8942 during the period 1
November 2021 till 9 November 2021. Cloetta has purchased 1,622,932
shares at an average share price, including incremental transaction costs,
of SEK 20.6560 during the period 31 October 2022 till 23 November 2022.
These shares are held as treasury shares. The treasury shares are held
with the purpose of issuing shares to the participants of LTI’21 and LTI'22
at vesting date.
Dividend
The Annual General Meeting (AGM) approved the following dividend on
6 April 2021 and 6 April 2022:
2022 2021
Dividend per share, SEK 1.00 0.75
Total dividend, SEKm 287 216
Dividend as a percentage of profit of
the Cloetta Group for the previous year
61 82
Payment date April 2022 April 2021
After the reporting date, the following dividend was proposed by
the Board of Directors. The dividend has not been recognised as
liability in the balance sheet
2022 2021
Dividend per share, SEK 1.00 1.00
Total dividend, SEKm 285 287
The Board of Directors proposes that the total earnings in the Parent
Company at the disposal of the AGM of SEK 1,115m (1,465) are to be dis-
tributed as follows: SEK 285m (287) to be distributed to the shareholders
and SEK 830m (1,178) to be carried forward to new account.
Note
P11
Borrowings
The Parent Company’s borrowings consist of loans from credit institu-
tions for a net amount of SEK 799m (799) and commercial papers of
SEK 149m (150).
The following table shows the reconciliation of movements of
liabilities to cash flows arising from financing activities
SEKm
Long-term
borrowings
Short-term
borrowings Total
Balance at 1 January 2021
- 1,050 1,050
Changes from
financing cash flows
Proceeds from
commercial papers
- 750 750
Repayment of
commercial papers
- -849 -849
Transaction costs paid -2 0 -2
Other changes from
financing cash flows
- -1 -1
Total changes from
financing cash flows
-2 -100 -102
Other changes
Reclassification between
long-term and short-term
borrowings
800 -800 -
Amortisation of capitalised
transaction costs
1 - 1
Interest expenses,
third-party borrowings
8 1 9
Interest paid -8 -1 -9
Total other changes 801 -800 1
Balance at
31 December 2021
799 150 949
Changes from
financing cash flows
Proceeds from
commercial papers
- 597 597
Repayment of
commercial papers
- -598 -598
Transaction costs paid -1 - -1
Total changes from
financing cash flows
-1 -1 -2
Other changes
Reclassification between
long-term and short-term
borrowings
1 -1 -
Amortisation of capitalised
transaction costs
- 1 1
Interest expenses,
third-party borrowings
14 2 16
Interest paid -14 -2 -16
Total other changes 1 0 1
Balance at
31 December 2022
799 149 948
See Note 21 for the disclosure of the borrowings.
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Note
P12
Derivative financial instruments
The derivative financial instruments comprise single currency interest rate
swap assets amounting to SEK 18m (2) of which SEK 2m (1) is non- current
in nature.
Note
P13
Accrued expenses
and deferred income
Accrued expenses and deferred income amount to SEK 19m (20), of
which SEK 14m (15) is related to accrued personnel-related expenses and
SEK5m (5) to other accrued expenses and deferred income.
Note
P14
Pledged assets and
contingent liabilities
SEKm
31 Dec
2022
31 Dec
2021
Contingent liabilities
Guarantees on behalf of group companies 561 611
Guarantee for loans from credit institutions for
group companies
1,390 1,281
Total 1,951 1,892
The company issued a parent company guarantee pursuant to Article
403, Book 2 of the Dutch Civil Code in respect of Cloetta Holland B.V. and
Cloetta Finance Holland B.V. This means that Cloetta AB declares and
accepts, under reservation of legal repeal of the declaration, joint and sev-
eral liability for the debts resulting from legal acts of Cloetta Holland B.V.
and Cloetta Finance Holland B.V. As the probability of a settlement is
remote, an estimate of the financial effect is not practical to calculate.
The company issued a support letter to Cloetta Ireland Ltd. The term and
revolving facilities agreement is unsecured in nature.
Note
P15
Related-party transactions
The Parent Company’s holdings of shares and participations in subsidiaries
are specified in Note P8.
Receivables from and liabilities to subsidiaries
are broken down as follows:
SEKm
31 Dec
2022
31 Dec
2021
Non-current interest-bearing receivables 474 465
Current interest-free receivables 2 88
Non-current interest-bearing payables -142 -139
Current interest-bearing payables -1,814 -1,449
Total -1,480 -1,035
For the Parent Company, SEK 97m (86), equal to 100 per cent (100) of the
year’s net sales, and SEK 68m (66), equal to 55 per cent (59) of the year’s
purchases, relate to group companies in the Cloetta Group. The prices of
goods and services sold to and purchased from related parties are set on
market-based terms.
At 31 December 2022, the Parent Company’s receivables from group
companies amounted to SEK 476m (553) and liabilities to subsidiaries
amounted to SEK 1,956m (1,588). Transactions with related parties are
priced on market-based terms. Total costs excluding social security charges
related to the share-based long-term incentive plan amounted to SEK 4m
(-3), of which SEK 4m (-3) is related to the Group Management Team.
The Parent Company has no past experience of credit losses on
receivables from group companies and future credit losses are expected
to be immaterial.
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Earnings in the Parent Company at the disposal
of the Annual General Meeting 2022
Share premium reserve SEK 2,711,620,366
Retained earnings SEK -1,520,529,063
Profit for the year SEK -76,087,887
Total SEK 1,115,003,416
The Board of Directors proposes that dividends be paid in a total
amount of SEK 285,405,738 equal to SEK 1.00 per share. The Board
of Directors proposes that the earnings be disposed of as follows:
The earnings are to be disposed as follows: 2022
To be distributed to the shareholders SEK 285,405,738
To be carried forward to new account SEK 829,597,678
Total SEK 1,115,003,416
The number of shares at 31 December 2022 was 288,619,299, of
which 3,213,561 were held in treasury.
Proposed appropriation of earnings
The Board of Directors and the President and CEO give their
assurance that the consolidated financial statements and annual
report have been prepared in accordance with Regulation (EC) No.
1606/2002 of the European Parliament and of the Council of 19 July
2002, on the Application of International Accounting Standards and
Generally Accepted Accounting Standards, and give a true and fair
view of the financial position and results of operations of the Group
and the Parent Company. The administration report for the Group
and the Parent Company gives a true and fair view of the business
activities, financial position and results of operations of the Group
and the Parent Company, and describes the significant risks and
uncertainties to which the Parent Company and the Group compa-
nies are exposed. The statutory Sustainability Report, comprising
those areas in the Cloetta AB (publ) annual report with content
specified on the inside of the front cover, has been approved for
publication by the Board of Directors.
Stockholm, 9 March 2023
Mikael Norman
Chairman
Lottie Knutson
Member of the Board
Patrick Bergander
Member of the Board
Malin Jennerholm
Member of the Board
Alan McLean Raleigh
Member of the Board
Mikael Svenfelt
Member of the Board
Camilla Svenfelt
Member of the Board
Mikael Aru
Member of the Board
Lena Grönedal
Employee Board member
Mikael Ström
Employee Board member
Henri de Sauvage-Nolting
President and CEO
Our audit report was issued 9 March 2023
Öhrlings PricewaterhouseCoopers AB
Sofia Götmar-Blomstedt
Authorised Public Accountant
Partner in charge
Erik Bergh
Authorised Public Accountant
The profit and loss accounts and balance sheets of the Group and
the Parent Company are subject to approval by the AGM on 4 April
2023. The information in this report is subject to the disclosure
requirements of Cloetta AB (publ) under the provisions in the
Swedish Securities Market Act. The information was submitted
for publication on 13 March 2023, at 08:00 CET.
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Auditor’s report
Unofficial translation
To the general meeting of the shareholders of Cloetta AB (publ),
corporate identity number 556308-8144
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts
of Cloetta AB (publ) for the year 2022 except for the corporate
governance statement on pages 60–75. The annual accounts and
consolidated accounts of the company are included on pages 47–126
in this document.
In our opinion, the annual accounts have been prepared in
accordance with the Annual Accounts Act and present fairly, in all
material respects, the financial position of parent company and the
group as of 31 December 2022 and its financial performance and
cash flow for the year then ended in accordance with the Annual
Accounts Act. The consolidated accounts have been prepared in
accordance with the Annual Accounts Act and present fairly, in all
material respects, the financial position of the group as of
31 December 2022 and their financial performance and cash flow
for the year then ended in accordance with International Financial
Reporting Standards (IFRS), as adopted by the EU, and the Annual
Accounts Act. Our opinions do not cover the corporate governance
statement on pages 60–75. The statutory administration report is
consistent with the other parts of the annual accounts and consoli-
dated accounts.
We therefore recommend that the general meeting of sharehold-
ers adopts the income statement and balance sheet for the parent
company and the group.
Our opinions in this report on the annual accounts and consoli-
dated accounts are consistent with the content of the additional report
that has been submitted to the parent company's audit committee in
accordance with the Audit Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Stand-
ards on Auditing (ISA) and generally accepted auditing standards
in Sweden. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities section. We are inde-
pendent of the parent company and the group in accordance with
professional ethics for accountants in Sweden and have otherwise
fulfilled our ethical responsibilities in accordance with these
requirements. This includes that, based on the best of our knowledge
and belief, no prohibited services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided to the audited company
or, where applicable, its parent company or its controlled companies
within the EU.
We believe that the audit evidence we have obtained is sucient
and appropriate to provide a basis for our opinions.
Our audit approach
Audit scope
We designed our audit by determining materiality and assessing
the risks of material misstatement in the consolidated financial
statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant account-
ing estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits, we
also addressed the risk of management override of internal controls,
including among other matters consideration of whether there was
evidence of bias that represented a risk of material misstatement due
to fraud.
We tailored the scope of our audit in order to perform sucient
work to enable us to provide an opinion on the consolidated financial
statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in
which the group operates.
Materiality
The scope of our audit was influenced by our application of material-
ity. An audit is designed to obtain reasonable assurance whether the
financial statements are free from material misstatement. Misstate-
ments may arise due to fraud or error. They are considered material
if individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of the
consolidated financial statements.
Based on our professional judgement, we determined certain
quantitative thresholds for materiality, including the overall group
materiality for the consolidated financial statements as a whole.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent
of our audit procedures and to evaluate the eect of misstatements,
both individually and in aggregate on the financial statements as
a whole.
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Key audit matters
Key audit matters of the audit are those matters that, in our pro-
fessional judgment, were of most significance in our audit of the
annual accounts and consolidated accounts of the current period.
These matters were addressed in the context of our audit of, and in
forming our opinion thereon, the annual accounts and consolidated
accounts as a whole, but we do not provide a separate opinion on
these matters.
Other Information than the annual accounts and
consolidated accounts
This document also contains other information than the annual
accounts and consolidated accounts and is found on pages 1–46 and
127–156. Other information also consists of the renumeration report
2022 which we obtained before the date of this auditor’s report. The
Board of Directors and the Managing Director are responsible for
this other information.
Our opinion on the annual accounts and consolidated accounts
does not cover this other information and we do not express any
form of assurance conclusion regarding this other information.
In connection with our audit of the annual accounts and con-
solidated accounts, our responsibility is to read the information
identified above and consider whether the information is materially
inconsistent with the annual accounts and consolidated accounts.
In this procedure we also take into account our knowledge other-
wise obtained in the audit and assess whether the information
otherwise appears to be materially misstated.
If we, based on the work performed concerning this informa-
tion, conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to
report in this regard.
Responsibilities of the Board of Director's
and the Managing Director
The Board of Directors and the Managing Director are responsible
for the preparation of the annual accounts and consolidated accounts
and that they give a fair presentation in accordance with the Annual
Accounts Act and, concerning the consolidated accounts, in accord-
ance with IFRS as adopted by the EU. The Board of Directors and
the Managing Director are also responsible for such internal control
as they determine is necessary to enable the preparation of annual
accounts and consolidated accounts that are free from material
misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts, The
Board of Directors and the Managing Director are responsible for
the assessment of the company's and the group's ability to continue
as a going concern. They disclose, as applicable, matters related to
going concern and using the going concern basis of accounting. The
going concern basis of accounting is however not applied if the Board
of Directors and the Managing Director intend to liquidate the com-
pany, to cease operations, or has no realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board of
Director’s responsibilities and tasks in general, among other things
oversee the company’s financial reporting process.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about whether the
annual accounts and consolidated accounts as a whole are free from
material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinions. Reasonable assurance is a
high level of assurance but is not a guarantee that an audit conducted
in accordance with ISAs and generally accepted auditing standards
in Sweden will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these annual accounts and consolidated accounts.
A further description of our responsibility for the audit of
the annual accounts and consolidated accounts is available on
Revisorsinspektionen’s website: www.revisorsinspektionen.se/
revisornsansvar. This description is part of the auditor´s report.
Key audit matters How our audit addressed the Key audit matter
Impairment test for intangible assets
Goodwill and other intangible assets with an indefinite useful life repre-
sent a significant part of the Balance Sheet of Cloetta and amount to
MSEK 5 813 (MSEK 5 501) as of 31 December 2022. The group annually
performs an impairment assessment of the assets based on a calcula-
tion of the discounted cash flow for the cash generating unit in which
goodwill and other intangible assets are reported, as required by IFRS.
Impairment tests, by their nature, are based on a high level of judgments
and assumptions regarding future cash flows.
Information is provided in Note 1 and 12 as to how the group’s manage-
ment has undertaken its assessments and provides information on
important assumptions and sensitivity analyses. As described in Note
12, key variables in the test are growth rate and discount factor (cost of
capital). It is also presented that no impairment requirement has been
identified in 2022 based on the assumptions undertaken.
In our audit, we have evaluated the calculation model applied by man-
agement and tested the mathematical accuracy. This implies that we
have reconciled and critically tested essential variables against budget
and long-term plan for the group and in some cases towards external
data. Furthermore, we have performed a retrospective review of the prior
period estimate by comparing it to actual current period results.
We have tested the sensitivity in the group’s analysis for key assumptions
in order to assess the risk for impairment. We have also assessed the dis-
closures included in the financial statements.
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Report on other legal and regulatory requirements
The auditor’s audit of the administration of the company and
the proposed appropriations of the company’s profit or loss
Opinions
In addition to our audit of the annual accounts and consolidated
accounts, we have also audited the administration of the Board of
Director's and the Managing Director of Cloetta AB (publ) for the
year 2022 and the proposed appropriations of the company’s profit
or loss.
We recommend to the general meeting of shareholders that
the profit be appropriated in accordance with the proposal in the
statutory administration report and that the members of the Board
of Director's and the Managing Director be discharged from liability
for the financial year.
Basis for Opinions
We conducted the audit in accordance with generally accepted audit-
ing standards in Sweden. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities section. We
are independent of the parent company and the group in accordance
with professional ethics for accountants in Sweden and have other-
wise fulfilled our ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sucient
and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Director's
and the Managing Director
The Board of Directors is responsible for the proposal for appropri-
ations of the company’s profit or loss. At the proposal of a dividend,
this includes an assessment of whether the dividend is justifiable
considering the requirements which the company's and the group's
type of operations, size and risks place on the size of the parent com-
pany's and the group’ equity, consolidation requirements, liquidity
and position in general.
The Board of Directors is responsible for the company’s
organization and the administration of the company’s aairs.
This includes among other things continuous assessment of the
company's and the group's financial situation and ensuring that
the company´s organization is designed so that the accounting,
management of assets and the company’s financial aairs other-
wise are controlled in a reassuring manner. The Managing Director
shall manage the ongoing administration according to the Board
of Directors’ guidelines and instructions and among other matters
take measures that are necessary to fulfill the company’s account-
ing in accordance with law and handle the management of assets in
a reassuring manner.
Auditor’s responsibility
Our objective concerning the audit of the administration, and
thereby our opinion about discharge from liability, is to obtain audit
evidence to assess with a reasonable degree of assurance whether
any member of the Board of Directors or the Managing Director in
any material respect:
• has undertaken any action or been guilty of any omission which
can give rise to liability to the company, or
• in any other way has acted in contravention of the Companies Act,
the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropriations of
the company’s profit or loss, and thereby our opinion about this, is to
assess with reasonable degree of assurance whether the proposal is
in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with generally
accepted auditing standards in Sweden will always detect actions or
omissions that can give rise to liability to the company, or that the
proposed appropriations of the company’s profit or loss are not in
accordance with the Companies Act.
A further description of our responsibility for the audit of the
administration is available on Revisorsinspektionen’s website: www.
revisorsinspektionen.se/revisornsansvar. This description is part of
the auditor’s report.
The auditor’s examination of the ESEF report
Opinion
In addition to our audit of the annual accounts and consolidated
accounts, we have also examined that the Board of Directors and
the Managing Director have prepared the annual accounts and
consolidated accounts in a format that enables uniform electronic
reporting (the ESEF report) pursuant to Chapter 16, Section 4(a) of
the Swedish Securities Market Act (2007:528) for Cloetta AB (publ)
for the financial year 2022.
Our examination and our opinion relate only to the statutory
requirements.
In our opinion, the ESEF report has been prepared in a format
that, in all material respects, enables uniform electronic reporting.
Basis for Opinion
We have performed the examination in accordance with FAR’s
recommendation RevR 18 Examination of the ESEF report. Our
responsibility under this recommendation is described in more
detail in the Auditors’ responsibility section. We are independent
of Cloetta AB (publ) in accordance with professional ethics for
accountants in Sweden and have otherwise fulfilled our ethical
responsibilities in accordance with these requirements.
We believe that the evidence we have obtained is sucient and
appropriate to provide a basis for our opinion.
Responsibilities of the Board of Director's
and the Managing Director
The Board of Directors and the Managing Director are respon-
sible for the preparation of the ESEF report in accordance with
the Chapter 16, Section 4(a) of the Swedish Securities Market Act
(2007:528), and for such internal control that the Board of Directors
and the Managing Director determine is necessary to prepare the
ESEF report without material misstatements, whether due to fraud
or error.
Auditor’s responsibility
Our responsibility is to obtain reasonable assurance whether the
ESEF report is in all material respects prepared in a format that
meets the requirements of Chapter 16, Section 4(a) of the Swedish
Securities Market Act (2007:528), based on the procedures
performed.
RevR 18 requires us to plan and execute procedures to achieve
reasonable assurance that the ESEF report is prepared in a format
that meets these requirements.
Reasonable assurance is a high level of assurance, but it is not
a guarantee that an engagement carried out according to RevR 18
and generally accepted auditing standards in Sweden will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
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individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis
of the ESEF report.
The audit firm applies ISQC 1 Quality Control for Firms that
Perform Audits and Reviews of Financial Statements, and other
Assurance and Related Services Engagements and accordingly
maintains a comprehensive system of quality control, including
documented policies and procedures regarding compliance with
professional ethical requirements, professional standards and legal
and regulatory requirements.
The examination involves obtaining evidence, through various
procedures, that the ESEF report has been prepared in a format that
enables uniform electronic reporting of the annual accounts and
consolidated accounts. The procedures selected depend on the audi-
tor’s judgment, including the assessment of the risks of material mis-
statement in the report, whether due to fraud or error. In carrying
out this risk assessment, and in order to design procedures that are
appropriate in the circumstances, the auditor considers those ele-
ments of internal control that are relevant to the preparation of the
ESEF report by the Board of Directors and the Managing Director,
but not for the purpose of expressing an opinion on the eectiveness
of those internal controls. The examination also includes an evalua-
tion of the appropriateness and reasonableness of assumptions made
by the Board of Directors and the Managing Director.
The procedures mainly include a validation that the ESEF report
has been prepared in a valid XHTML format and a reconciliation of
the ESEF report with the audited annual accounts and consolidated
accounts.
Furthermore, the procedures also include an assessment of whether
the consolidated statement of financial performance, financial posi-
tion, changes in equity, cash flow and disclosures in the ESEF report
has been marked with iXBRL in accordance with what follows from
the ESEF regulation.
The auditor’s examination of the corporate governance
statement
The Board of Directors is responsible for that the corporate govern-
ance statement on pages 60–75 has been prepared in accordance
with the Annual Accounts Act.
Our examination of the corporate governance statement is
conducted in accordance with FAR’s auditing standard RevR 16 The
auditor’s examination of the corporate governance statement. This
means that our examination of the corporate governance statement
is dierent and substantially less in scope than an audit conducted in
accordance with International Standards on Auditing and generally
accepted auditing standards in Sweden. We believe that the exami-
nation has provided us with sucient basis for our opinions.
A corporate governance statement has been prepared. Disclo-
sures in accordance with chapter 6 section 6 the second paragraph
points 2-6 of the Annual Accounts Act and chapter 7 section 31 the
second paragraph the same law are consistent with the other parts of
the annual accounts and consolidated accounts and are in accord-
ance with the Annual Accounts Act.
Öhrlings PricewaterhouseCoopers AB, 113 97 Stockholm, was
appointed auditor of Cloetta AB (publ) by the general meeting of
the shareholders on the 6 April 2022 and has been the company’s
auditor since the 4 April 2019.
Stockholm 9 March 2023
Öhrlings PricewaterhouseCoopers AB
Sofia Götmar-Blomstedt
Authorized Public Accountant
Partner in charge
Erik Bergh
Authorized Public Accountant
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Ten-year overview
SEKm 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Profit and loss account in summary
Net sales 6,869 6,046 5,695 6,493 6,218 5,784 5,107 5,674 5,313 4,893
Cost of goods sold -4,738 -3,898 -3,718 -4,112 -3,934 -3,678 -3,084 -3,463 -3,325 -3,081
Gross profit 2,131 2,148 1,977 2,381 2,284 2,106 2,023 2,211 1,988 1,812
Other operating income - - - - 4 6 - 0 5 12
Selling expenses -1,009 -938 -951 -1,011 -1,025 -972 -806 -949 -892 -850
General and administrative expenses -656 -645 -584 -643 -603 -613 -582 -591 -524 -556
Operating profit 466 565 442 727 660 527 635 671 577 418
Exchange differences cash and cash
equivalents in foreign currencies
-143 33 -10 -19 -16 -17 -8 -1 -11 -12
Other financial income 83 9 3 2 5 7 17 6 4 24
Other financial expenses -63 -49 -52 -62 -87 -74 -175 -183 -232 -220
Net financial items -123 -7 -59 -79 -98 -84 -166 -178 -239 -208
Profit before tax 343 558 383 648 562 443 469 493 338 210
Income tax expense -68 -86 -118 -150 -79 -206 -122 -107 -96 54
Profit for the period
for continuing operations
275 472 265 498 483 237 347 386 242 264
Result after tax from
discontinued operations
- - - - - -334 -538 - - -
Net profit/loss for the period 275 472 265 498 483 -97 -191 386 242 264
Profit for the period attributable to:
Owners of the Parent Company
Continuing operations 275 472 265 498 483 237 347 386 242 264
Discontinued operation - - - - - -334 -538 - - -
Total 275 472 265 498 483 -97 -191 386 242 264
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SEKm
31 Dec
2022
31 Dec
2021
31 Dec
2020
31 Dec
2019
31 Dec
2018
31 Dec
2017
31 Dec
2016
31 Dec
2015
31 Dec
2014
31 Dec
2013
Balance sheet in summary
Intangible assets 5,883 5,582 5,530 5,684 5,626 5,490 5,354 5,948 5,882 5,252
Property, plant and equipment 1,581 1,576 1,560 1,559 1,354 1,338 1,700 1,698 1,667 1,660
Deferred tax asset 43 42 21 9 16 20 54 64 84 73
Derivative financial instruments 25 2 - - - - - - - -
Other financial assets 3 5 3 7 11 11 13 27 105 91
Total non-current assets 7,535 7,207 7,114 7,259 7,007 6,859 7,121 7,737 7,738 7,076
Inventories 1,090 843 952 888 765 745 780 786 853 798
Trade and other receivables 1,030 787 736 928 838 881 988 975 1,121 933
Current income tax assets 44 19 30 6 6 8 36 3 3 0
Derivative financial instruments 34 1 - - 1 0 4 1 2 -
Cash and cash equivalents 583 692 396 579 551 759 298 246 229 167
Total current assets 2,781 2,342 2,114 2,401 2,161 2,393 2,106 2,011 2,208 1,898
Assets held for sale - - - - - - 9 11 16 15
TOTAL ASSETS
10,316 9,549 9,228 9,660 9,168 9,252 9,236 9,759 9,962 8,989
Equity 4,994 4,515 4,153 4,197 3,968 3,818 4,199 4,344 4,048 3,747
Long-term borrowings 2,277 2,162 111 939 2,076 1,715 2,666 2,612 2,993 3,096
Deferred tax liability 884 863 836 803 754 703 586 621 483 397
Derivative financial instruments - - 0 3 3 2 12 44 56 21
Other non-current liabilities - - - - - 138 - 43 147 2
Provisions for pensions and
other long-term employee benefits
345 505 512 499 419 374 396 378 505 360
Provisions 107 - 5 5 9 5 22 10 16 7
Total non-current liabilities 3,613 3,530 1,464 2,249 3,261 2,937 3,682 3,708 4,200 3,883
Short-term borrowings 207 206 2,368 1,870 500 999 2 344 423 212
Derivative financial instruments - 0 54 68 61 71 54 35 16 2
Trade and other payables 1,419 1,267 1,144 1,227 1,342 1,394 1,196 1,216 1,152 967
Provisions 6 5 24 5 23 3 64 57 65 79
Current income tax liabilities 77 26 21 44 13 30 39 55 58 99
Total current liabilities 1,709 1,504 3,611 3,214 1,939 2,497 1,355 1,707 1,714 1,359
Total equity and liabilities 10,316 9,549 9,228 9,660 9,168 9,252 9,236 9,759 9,962 8,989
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Key ratios
SEKm 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Profit
Net sales 6,869 6,046 5,695 6,493 6,218 5,784 5,107 5,674 5,313 4,893
Net sales, change % 13.6 6.2 -12.3 4.4 7.5 13.3 n/a 6.8 8.6 0.7
Organic net sales, change, % 10.0 8.4 -11.2 2.3 -2.8 -1.2 n/a 1.5 1.0 -1.0
Gross margin, % 31.0 35.5 34.7 36.7 36.7 36.4 39.6 39.0 37.4 37.0
Depreciation -251 -250 -270 -290 -218 -218 -206 -227 -198 -175
Amortisation -11 -10 -10 -11 -12 -11 -5 -4 -3 -2
Impairment loss other non-current assets -136 -1 -13 -2 - -9 -2 - - -
Operating profit (EBIT), adjusted 691 571 495 743 677 604 695 690 632 585
Operating profit margin
(EBIT margin), adjusted %
10.1 9.4 8.7 11.4 10.9 10.4 13.6 12.2 11.9 12.0
Operating profit (EBIT) 466 565 442 727 660 527 635 671 577 418
Operating profit margin
(EBIT margin), %
6.8 9.3 7.8 11.2 10.6 9.1 12.4 11.8 10.9 8.5
EBITDA, adjusted 955 832 777 1,046 907 833 906 921 833 762
EBITDA 864 826 735 1,030 890 765 848 902 778 595
Profit margin, % 5.0 9.2 6.7 10.0 9.0 7.7 9.2 8.7 6.4 4.3
Segments
Branded packaged products
Net sales 5,169 4,686 4,527 n/a n/a n/a n/a n/a n/a n/a
Operating profit, adjusted 669 577 649 n/a n/a n/a n/a n/a n/a n/a
Operating profit margin, adjusted % 12.9 12.3 14.3 n/a n/a n/a n/a n/a n/a n/a
Pick & mix
Net sales 1,700 1,360 1,168 n/a n/a n/a n/a n/a n/a n/a
Operating profit, adjusted 22 -6 -154 n/a n/a n/a n/a n/a n/a n/a
Operating profit margin, adjusted % 1.3 -0.4 -13.2 n/a n/a n/a n/a n/a n/a n/a
Financial position
Working capital 701 363 540 589 402 232 572 628 819 763
Capital expenditure 296 230 357 235 184 157 170 161 186 211
Net debt 1,855 1,679 2,139 2,302 2,091 2,035 2,443 2,818 3,308 3,230
Capital employed 7,823 7,388 7,198 7,576 7,027 6,979 7,329 7,756 8,041 7,438
Return on capital employed, %
1
7.2 7.9 6.0 10.0 9.5 8.2 11.1 8.6 7.5 6.1
Equity/assets ratio, % 48.4 47.3 45.0 43.4 43.3 41.3 45.5 44.5 40.6 41.7
Net debt/equity ratio, % 37.1 37.2 51.5 54.8 52.7 53.3 58.2 64.9 81.7 86.2
Return on equity, % 5.5 10.5 6.4 11.9 12.2 6.2 -4.5 8.9 6.0 7.0
Equity per share, SEK 17.5 15.7 14.4 14.5 13.7 13.2 14.5 15.1 14.0 13.0
Net debt/EBITDA, x 1.9 2.0 2.8 2.2 2.3 2.4 2.4 3.0 4.0 4.2
Cash flow
Cash flow from operating activities 519 858 641 724 628 712 889 927 500 131
Cash flow from investing activities -213 -191 -274 -330 -184 -22 -322 -367 -369 -202
Cash flow after investments 306 667 367 394 444 690 567 560 131 -71
Free cash flow 305 664 366 538 444 555 719 766 318 -80
Free cash flow yield, % 5.1 8.8 5.2
5.9 6.3 6.5 8.7 9.5 4.9 -1.4
Cash flow from operating
activities per share, SEK
1.8 3.0 2.2 2.5 2.2 2.5 3.1 3.2 1.7 0.5
1) Return on capital employed for 2016 was calculated pro-forma for continuing operations.
2) Average number of employees is presented for continuing operations in 2017. Employee numbers in 2019 have been updated following the implementation
of a new company-wide HR system. Comparative figures have not been restated.
3) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver the shares to the participants of its long-term share-based incentive plan. The table in
Note 22 presents the movements in the contracts since 1 January 2021. The contract has been settled in the second quarter of 2021. During 1 till 9 November 2021 and during 31 October till
23 November 2022 Cloetta purchased 1,590,629 and 1,622,932 treasury shares respectively to fulfill its future obligation to deliver shares to the participants of the long-term share-based
incentive plan, if vesting conditions are met.
4) In March 2020, the Board of Directors decided to withdraw its proposal for a dividend for the 2019 financial year of SEK 1.00 per share, as a result of the increased uncertainty due to the
Covid-19 pandemic. In September 2020, the Board of Directors proposed a dividend of SEK 0.50 per share for the 2019 financial year, considering Cloetta’s strong financial position and
cash generative business model. The EGM on 3 November 2020 approved this dividend proposal.
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2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Employees
Average number of employees
2
2,598 2,599 2,653 2,629 2,458 2,467 2,115 2,583 2,533 2,472
Share data
Earnings per share, SEK
Basic
3
0.96 1.64 0.92 1.74 1.69 -0.34 -0.67 1.35 0.84 0.92
Diluted
3
0.96 1.64 0.92 1.74 1.68 -0.34 -0.67 1.35 0.84 0.92
Earnings per share from
continuing operations, SEK
Basic
3
0.96 1.64 0.92 1.74 1.69 0.83 1.21 1.35 0.84 0.92
Diluted
3
0.96 1.64 0.92 1.74 1.68 0.83 1.21 1.35 0.84 0.92
Earnings per share from
discontinued operation, SEK
Basic
3
- - - - - -1.17 -1.88 - - -
Diluted
3
- - - - - -1.17 -1.88 - - -
Ordinary dividend per share,
proposed, SEK
4
1.00 1.00 0.75 0.50 1.00 0.75 0.75 0.50 - -
Special dividend per share, SEK - - - - - 0.75 - - - -
Number of shares outstanding
at end of period
3
285,405,738 287,028,670 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299
Average number of shares (basic)
3
286,806,351 287,480,924 286,590,993 286,578,395 286,492,413 286,320,464 286,193,024 286,290,840 286,987,990 288,010,947
Average number of shares (diluted)
3
286,890,237 287,518,726 286,805,203 286,724,049 286,650,070 286,492,178 286,447,465 286,561,607 287,092,780 288,026,408
Share-price at year-end, SEK 20.86 26.20 24.52 31.70 24.30 29.70 28.70 28.00 22.60 19.40
Exchange Rates
EUR, average 10.6346 10.1527 10.4880 10.5815 10.2543 9.6362 9.4700 9.3445 9.1051 8.6513
EUR, end of period 11.1218 10.2503 10.0343 10.4468 10.2274 9.8210 9.5804 9.1679 9.3829 8.8630
NOK, average 1.0532 0.9991 0.9757 1.0748 1.0672 1.0324 1.0200 1.0432 1.0882 1.1071
NOK, end of period 1.0578 1.0262 0.9584 1.0591 1.0294 0.9997 1.0548 0.9563 1.0439 1.0592
GBP, average 12.4689 11.8203 11.7868 12.0732 11.5917 10.9909 11.5480 12.8736 11.3118 10.1987
GBP, end of period 12.5397 12.1987 11.1613 12.2788 11.3992 11.0684 11.1673 12.4835 12.0340 10.6501
DKK, average 1.4295 1.3652 1.4070 1.4173 1.3760 1.2956 1.2721 1.2529 1.2215 1.1601
DKK, end of period 1.4956 1.3784 1.3485 1.3982 1.3698 1.3192 1.2888 1.2287 1.2604 1.1882
1) Return on capital employed for 2016 was calculated pro-forma for continuing operations.
2) Average number of employees is presented for continuing operations in 2017. Employee numbers in 2019 have been updated following the implementation
of a new company-wide HR system. Comparative figures have not been restated.
3) Cloetta entered into forward contracts to repurchase own shares to fulfill its future obligation to deliver the shares to the participants of its long-term share-based incentive plan. The table in
Note 22 presents the movements in the contracts since 1 January 2021. The contract has been settled in the second quarter of 2021. During 1 till 9 November 2021 and during 31 October till 23
November 2022 Cloetta purchased 1,590,629 and 1,622,932 treasury shares respectivelyto fulfill its future obligation to deliver shares to the participants of the long-term share-based incen-
tive plan, if vesting conditions are met.
4) In March 2020, the Board of Directors decided to withdraw its proposal for a dividend for the 2019 financial year of SEK 1.00 per share, as a result of the increased uncertainty due to the
Covid-19 pandemic. In September 2020, the Board of Directors proposed a dividend of SEK 0.50 per share for the 2019 financial year, considering Cloetta’s strong financial position and
cash generative business model. The EGM on 3 November 2020 approved this dividend proposal.
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Reconciliation of alternative performance measures
SEKm 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Items affecting comparability
Acquisitions, integration and
restructurings
-249 -6 -53 -13 -38 -62 -43 -47 -85 -167
of which: impairment loss
other non-current assets
-134 - -11 - - -9 -2 - - -
Remeasurements of contingent
considerations
- - - - 21 5 -17 33 27 -
Remeasurements of assets held for sale - - - - - - - -5 - -
Other items affecting comparability 24 - - -3 0 -20 - - 3 -
Items affecting comparability -225 -6 -53 -16 -17 -77 -60 -19 -55 -167
Corresponding line in the condensed
consolidated profit and loss account:
Net sales - - - - 0 - - -4 - -
Cost of goods sold -210 1 -19 2 3 -39 -15 -22 -51 -121
Other operating income - - - - 4 4 - - 3 12
Selling expenses -4 - -12 -6 -1 -6 - -12 -7 -4
General and administrative expenses -11 -7 -22 -12 -23 -36 -45 19 - -54
Total -225 -6 -53 -16 -17 -77 -60 -19 -55 -167
Operating profit, adjusted
1
Operating profit 466 565 442 727 660 527 635 671 577 418
Minus: Items affecting comparability -225 -6 -53 -16 -17 -77 -60 -19 -55 -167
Operating profit, adjusted 691 571 495 743 677 604 695 690 632 585
Net sales 6,869 6,046 5,695 6,493 6,218 5,784 5,107 5,674 5,313 4,893
Operating profit margin, adjusted, % 10.1 9.4 8.7 11.4 10.9 10.4 13.6 12.2 11.9 12.0
EBITDA, adjusted
1
Operating profit 466 565 442 727 660 527 635 671 577 418
Minus: Depreciation -251 -250 -270 -290 -218 -218 -206 -227 -198 -175
Minus: Amortisation -11 -10 -10 -11 -12 -11 -5 -4 -3 -2
Minus: Impairment loss other
non-current assets
-136 -1 -13 -2 - -9 -2 - - -
EBITDA 864 826 735 1,030 890 765 848 902 778 595
Minus: Items affecting comparability
(excl. impairment loss goodwill and trade-
marks and other non-current assets)
-91 -6 -42 -16 -17 -68 -58 -19 -55 -167
EBITDA, adjusted 955 832 777 1,046 907 833 906 921 833 762
1) The key figure has been affected by IFRS 16 ‘Leases’ as of 1 January 2019. Comparative figures are not restated.
2) Return on capital employed for 2017 has been calculated pro-forma for continuing operations.
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137
SEKm 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Capital employed
1,2
Total assets 10,316 9,549 9,228 9,660 9,168 9,252 9,236 9,759 9,962 8,989
Minus: Deferred tax liability 884 863 836 803 754 703 586 621 483 397
Minus: Other non-current liabilities - - - - - 138 - 43 147 2
Minus: Non-current provisions 107 - 5 5 9 5 22 10 16 7
Minus: Current provisions 6 5 24 5 23 3 64 57 65 79
Minus: Trade and other payables 1,419 1,267 1,144 1,227 1,342 1,394 1,196 1,216 1,152 967
Minus: Current income tax liabilities 77 26 21 44 13 30 39 55 58 99
Plus: Interest-bearing other current liabilities - - - - - - - -1 - -
Capital employed 7,823 7,388 7,198 7,576 7,027 6,979 7,329 7,756 8,041 7,438
Capital employed comparative period
previous year
7,388 7,198 7,576 7,027 6,979 5,966 7,756 8,041 7,438 7,066
Average capital employed 7,606 7,293 7,387 7,302 7,003 6,473 7,543 7,899 7,740 7,252
Return on capital employed
1,2
Operating profit (rolling 12 months) 466 565 442 727 660 527 635 671 577 418
Financial income (rolling 12 months) 83 9 3 2 5 7 17 6 4 24
Operating profit plus financial income
(rolling 12 months)
549 574 445 729 665 534 652 677 581 442
Average capital employed 7,606 7,293 7,387 7,302 7,003 6,473 5,879 7,899 7,740 7,252
Return on capital employed, % 7.2 7.9 6.0 10.0 9.5 8.2 11.1 8.6 7.5 6.1
Free cash flow yield
1
Cash flow from operating activities
(Rolling 12 months)
519 858 641 724 628 712 889 927 500 131
Cash flows from investments in property,
plant and equipment and intangible
assets (Rolling 12 months)
-214 -194 -275 -186 -184 -157 -170 -161 -182 -211
Free cash flow (Rolling 12 months) 305 664 366 538 444 555 719 766 318 -80
Number of shares outstanding
285,405,738 287,028,670 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299 288,619,299
Free cash flow per share
(Rolling 12 months), SEK
1.07 2.31 1.27 1.86 1.54 1.92 2.49 2.65 1.10 -0.28
Market price per share, SEK 20.86 26.20 24.52 31.70 24.30 29.70 28.70 28.00 22.60 19.40
Free cash flow yield (Rolling 12 months), % 5.1 8.8 5.2 5.9 6.3 6.5 8.7 9.5 4.9 -1.4
Changes in net sales
Net sales 6,869 6,046 5,695 6,493 6,218 5,784 5,107 5,674 5,313 4,893
Net sales comparative period previous year 6,046 5,695 6,493 6,218 5,784 5,107 n/a 5,313 4,893 4,859
Net sales, change 823 351 -798 275 434 677 n/a 361 420 34
Minus: Structural changes - - - - 375 708 n/a 208 213 n/a
Minus: Changes in exchange rates 217 -125 -70 129 217 30 n/a 77 158 n/a
Organic growth 606 476 -728 146 -158 -61 n/a 76 49 n/a
Structural changes, % - - - - 6.5 13.9 n/a 3.9 4.4 n/a
Organic growth, % 10.0 8.4 -11.2 2.3 -2.8 -1.2 n/a 1.4 1.0 -1.0
1) The key figure has been affected by IFRS 16 ‘Leases’ as of 1 January 2019. Comparative figures are not restated.
2) Return on capital employed for 2017 has been calculated pro-forma for continuing operations.
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Cloetta Annual and Sustainability Report 2022
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introduction
Materiality and impact
Cloetta’s overall sustainability mission is to contribute to A Sweeter Future
by taking responsibility for our impacts, both positive and negative, on
people, society and the environment. We combine this responsibility with
a focus on creating value for our stakeholders which is fundamental to
Cloetta’s continued success and growth.
Materiality analysis
Cloetta reports the results of its sustaina-
bility work in accordance with the Global
Reporting Initiative (GRI). One fundamen-
tal principle is to base our work on the most
material issues. Material issues are topics
that reflect Cloetta’s significant economic,
environmental and social impacts. The
materiality of a topic for Cloetta and thereby
the decision to include it in our goals is
determined by the degree of impact caused
by our activities throughout the value chain
and how much the issue impacts our busi-
ness strategy. Our responsibility extends
beyond our own operations and includes our
ability to influence others in the value chain.
By taking a value chain perspective,
Cloetta can identify opportunities and
risks, dedicate resources and report how
we create value (see page 54–57).
We maintain an up-to-date understand-
ing of our material topics through engage-
ment and dialogue with key stakeholders,
as well as by monitoring our business and
Materiality & Governance
This year’s materiality analysis is double in the sense that it weighs two components; the impact on the business and the
impact of the business. This shifted some material topics between the quadrants given that the future impacts on our
business may be higher or lower compared to stakeholder importance. No new topics were included or excluded this
year although some topics were renamed to align with how they are communicated internally, eg., Happy and healthy
employees, Competence development and retaining employees, and Traceability of resources (country of origin).
Proactively defend
• Food safety
• Happy and healthy employees
• Consumer health
• Occupational health and safety
• Traceability of resources (country of origin)
Manage & Maintain
• Equality and diversity in the workplace
• Ethics and anti-corruption
• Responsible marketing
• Waste management
• Competence development and retaining employees
• Community involvement
Value creators
• Climate action –total emissions impact from
value chain
• Transport and logistics
• Less and Better Packaging
• Consumer and product transparency
Potential Differentiators
• Living conditions in the supply chain
• Human and labour rights in supply chain
• Biodiversity impact from key raw materials
• Energy use
• Food waste
Impact on Cloetta’s business
Important Very important
High Very high
Cloetta’s ability to impact the economy, society, environment
Materiality analysis
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138 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
industry peers and the relevant global
trends and drivers that shape our business.
These topics are scored in terms of impact
on the environment, society and the econ-
omy, as well as the potential to impact our
business (both positively and negatively).
The topics scoring both high in impact on
our business and impact on the environ-
ment, economy and society are deemed as
Value Creators (see page 138) and there-
fore high priority. These are reflected in our
sustainability initiatives or existing pro-
grammes that require monthly tracking.
Our material topics are annually
reviewed and validated by our internal
experts representing all major depart-
ments and the Group Management Team.
A thorough assessment of the topics, and a
more involved stakeholder dialogue takes
place every three years, in parallel with
Stakeholders’ key sustainability issues
Stakeholder Key issues – sustainability Communication and cooperation
Customers and
consumers
• Food safety and consumer health
• Climate action
• Human & labour rights in the supply chain
• Less and Better Packaging
• Transport & logistics
• With consumers via annual surveys, websites and social
media
• With customers through in-person (or online) customer and
sales meetings three times per year, and via customer surveys
and collaborative initiatives for eco-efficient transportation
Employees,
Board &
Management
• Competence development
• Health and safety, employee well-being
• Equality & diversity in the workplace
• Ethics and anti-corruption
• Climate action
• Long-term sustainable value growth
• Daily meetings to discuss occupational health and safety in
the factories
• Annual performance reviews with all employees
• Systematic skills development
• Up-to-date information provided monthly, e.g. via managers,
union representatives and Cloetta’s intranet
• Employee survey “Cloetta Engagement survey” every other year
Shareholders
and investors
• Long-term sustainable value growth
• Transparency & risk management
• Ethics and anti-corruption
• Climate action
• Human & labour rights in the supply chain
• Analyst and investor meetings
• Interim reports
• Annual general meeting
• Annual and Sustainability Report
• Cloetta’s website
Suppliers
• Food safety
• Climate action
• Human & labour rights in the supply chain
• Biodiversity impact from key raw materials
• Ethics and anti-corruption
• Less and Better Packaging
• Transport & logistics
• Annual evaluation of suppliers’ performance
• Audits
• Development projects
• Collaborative projects for sustainability
Communities
and the public
• Transparency
• Community involvement
• Climate action
• Human & labour rights in the supply chain
• Continuous contact with the local communities/ municipalities
close to Cloetta’s factories with regard to the local environment
• Annual audits by certification bodies for ISO, BRC, RSPO and
Rainforest Alliance
• Continuous contact with key opinion leaders
Regulatory
authorities
• Legal and regulatory compliance • Continuous contact with public authorities in areas related to
workplace health and safety, environmental and product
Stakeholders
E
m
p
l
o
y
e
e
s
S
h
a
r
e
h
o
l
d
e
r
s
C
u
s
t
o
m
e
r
s
S
u
p
p
l
i
e
r
s
C
o
n
s
u
m
e
r
s
S
o
c
i
e
t
y
Banks/
financial
players
Stockholm
stock exchange
Media
Non-profit
organisations
Schools/
universities
Governments
Consumer
organisations
Union
organisations
Industry
organisations
139Cloetta Annual and Sustainability Report 2022
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introduction
adjusting the long-term sustainability strat-
egy. In our annual process, we anticipate
including the Board.
The Sustainability manager oversees
dialogue on sustainability related issues
with a wide range of internal and external
groups. Feedback from this dialogue is
reported to Group Management Team
and influences our decision making to
strengthen our strategy and response.
Two Code of Conducts
Cloetta’s business activities and sustaina-
bility work are based on the Cloetta Code
of Conduct. The Code of Conduct contains
guidelines based on the UN’s Global Com-
pact with commitments regarding human
rights, business ethics and anti-corruption,
the company’s assets, data security and
environmental responsibility.
We are a Signatory of the UN Global
Compact, we support the OECD Guidelines
for Multinational Enterprises, and we apply
the UN Guiding Principles on Business &
Human Rights in our work to identify and
remediate any negative impact on people that
is a direct or indirect result of our operations.
These principles are the foundation for
the Supplier Code of Conduct developed
in 2020 and implemented since 2021. It
specifies our requirements as well as our
ambitions when it comes to upholding
human and labor rights, conducting ethical
business and improving suppliers’ perfor-
mance in health and safety and environ-
mental management. Cloetta’s suppliers are
approved and monitored against criteria for
product safety, quality, health and safety,
and sustainability.
Anti-corruption policy
Cloetta uses a number of policies that are
based on our Code of Conduct, one of which
is the anti-corruption and anti-bribery pol-
icy. The policy applies to all parties that
represent Cloetta (including temporary
sta, sub-contractors’ sta and sales agents)
and covers all business activities and rela-
tionships of the company in all markets.
The anti-corruption policy describes the
Cloetta’s control principles and provides
information about deviation reporting and
penalties for non-compliance. The risk of
corruption is not deemed to be significant,
but is monitored primarily due to Cloetta’s
extensive supply chain and rapid societal
changes in Cloetta’s markets.
Organisation
The Board of Directors and President and
CEO are ultimately responsible for Cloetta’s
sustainability-related eorts and results.
They are ultimately responsible for the com-
pliance with laws and regulations, of which
there are no signicant instances of non-
compliance. Cloetta’s Group Management
Team has been deeply involved in developing
the sustainability agenda and for each of the
dierent sustainability initiatives there is
one executive sponsor from Cloetta’s Group
Management Team.
The CMO is also the director for Inno-
vation and Sustainability, who together
with the Global Marketing Director for
Candy and Sustainability and the Sus-
tainability manager report on progress at
monthly Group Management Team meet-
ings, where sustainability is a standing item
on the agenda. In addition, the company’s
dierent business function leaders are
responsible for the implementation of the
sustainability agenda within their part of
the organisation. Environmental and occu-
pational health and safety managers are in
place at all Cloetta’s factories, and report
to the group Director of Health & Safety,
Environment (HSE).
With support of the Sustainability
manager, the Group Management Team is
responsible for evaluating the eectiveness
and relevance of the management approach
to sustainability.
Sustainability updates are provided
to the Board, sustainability trainings and
regular progess meetings are provided for
the Group Management team and the
whole company.
Whistleblower service
Cloetta’s whistleblower service provides the
opportunity to report suspected deviations
from our Code of Conduct anonymously.
During 2022 we updated the system and
communicated about the whistleblower
service and how to use it.
All reports are treated confidentially.
Personal data concerning breaches of law
are handled only by key persons or individ-
uals in management positions. In 2022, we
had seven cases, which were not deemed to
be whistleblowing matters and were investi-
gated and responded to locally.
Strategic components
Policy and prioritised areas
• Overall strategy
• Cloetta Code of Conduct
• Supplier Code of Conduct
• Sustainability agenda
• Responsible marketing
Goals and KPIs
• Overall financial targets
• Goals and KPIs for each part of Cloetta’s
sustainability agenda
Data
• See entire Annual and Sustainability Report
Management systems,
programmes and
certifications
• Perfect Factory for efficient manufacturing
• IFRS for financial reporting
• Cloetta’s leadership platform
• BRC for food safety
• ISO 14001 for the environment
• Rainforest Alliance/ UTZ for cocoa
• RSPO for palm oil
External statutes
or initiatives
• UN Global Compact
• Relevant ILO conventions
• EWC (European Works Council)
Words from
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140 Cloetta Annual and Sustainability Report 2022
<< Content &
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Sustainability Policies & Procedures
• Monthly progress tracking at Management
Team meeting
• Use of third-party certification schemes
• Cloetta’s Code of Conduct
• Cloetta’s Supplier Code of Conduct
• Quarterly updates at Board meetings
• Discovery platforms for innovation
• BRC (British Retail Consortium Global
Standard for Food Safety)
• GMP (Good Manufacturing Practices)
• Internal control policy & management
systems
• Health and Safety policy
• Environmental policy
• Approval and Monitoring of Suppliers
• Anti-bribery and Anti-corruption policy
• Whistleblower policy
• Palm oil policy
Our policies commit Cloetta to conduct our
business responsibly in many ways, such
as conducting due diligence, applying the
precautionary principle, respecting human
rights, and including at-risk or vulnerable
groups in our organisation and/or supply
chain. We communicate our policies exter-
nally on Cloetta.com, as well as directly with
associated stakeholders, for example, suppli-
ers are requested to sign our Supplier Code
of Conduct. In addition to the company-
wide online training for the Group Code
of Conduct, we also share a sustainability
newsletter, sustainability-related trainings,
and news shared on our intranet.
Cloetta’s sustainability report
Cloetta’s sustainability report is issued by
the Board of Directors, and is prepared in
accordance with the GRI Standards. The
sustainability report covers the entire busi-
ness operations of the company, unless
otherwise stated. The approach for con-
solidating information is the same for all
disclosures and across all material topics.
The content has been established based on
Cloetta’s materiality analysis, described on
pages 138–139.
The sustainability report constitutes
Cloetta’s Communication on Progress to the
UN Global Compact.
The sustainability report has been lim-
ited assured by PwC; see Auditor’s report
on page 150. The latest sustainability report
was issued on 14 March 2022. Questions
about Cloetta’s sustainability report can be
directed to: sustainability@cloetta.com.
Gathering data
Environmental data is gathered through
direct measurements as well as through
specifications from suppliers that provide
heat and electricity and handle waste man-
agement data. Data is reported monthly
from the factories and consolidated at a
Group level. Cloetta uses the global Green-
house Gas Protocol for calculating the
majority of the company’s CO
2
emissions.
We use a location-based method for calcula-
tions of CO
2
emissions. Conversion factors
used are provided by our software tool sup-
plier for sustainability data. These are based
on LCA analyses calculated using a cradle-
to-gate approach and/or third party inter-
national databases. In accordance with the
GHG protocol, we use an operational control
consolidation approach for own emissions
(scopes 1 and 2 ).
Scope 3 emissions account for the major-
ity of our total carbon footprint, which is why
we will aim to obtain better data from our
supply chain instead of working with generic
open-source estimations. Previously we
had excluded a small percentage of our raw
materials due to the fact that they did not
have emission factors. In 2022 we included
all raw materials and used an average emis-
sion factor for those lacking one.
Employee-related data comes from
Cloetta’s HR system. Work-related incidents
and accidents are reported and followed up
by each factory within the Group. To meas-
ure work related injuries with absenteeism
we use our own indicator, LTIR. This indi-
cator is defined as number of injuries causing
at least 24 hours of absenteeism per million
hours worked per year. Information is aggre-
gated at a Group level.
141Cloetta Annual and Sustainability Report 2022
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EU Taxonomy Reporting
Background
Regulation (EU) 2020/852 (the Taxon-
omy Regulation) is designed to support
the transformation of the EU economy to
meet its European Green Deal objectives,
including the 2050 climate-neutrality tar-
get. The Taxonomy Regulation establishes
six environmental objectives and for the
financial reporting year 2022 the focus is on
the first two environmental objectives, Cli-
mate change mitigation and Climate change
adaptation. In the following section, we as a
non-financial parent company present the
share of our group turnover, capital expend-
iture (Capex) and operating expenditure
(Opex) for the reporting period 2022, which
are associated with Taxonomy-eligible
and aligned economic activities related
to climate change mitigation and climate
change adaptation.
Our economic activities as a confectionary
company – Taxonomy-non-eligible.
We have examined all Taxonomy-eligible
economic activities listed in the Commis-
sion Delegated Regulation (EU) 2021/2139
(the Climate Delegated Act) under the Tax-
onomy Regulation, based on our activities
as a confectionery company. The Climate
Delegated Act focuses on those economic
activities and sectors that have the greatest
potential to achieve the objective of climate
change mitigation, i.e., the need to avoid pro-
ducing greenhouse gas emissions, to reduce
such emissions or to increase greenhouse gas
removals and long-term carbon storage.
As a confectionery company, we define
the manufacturing of cocoa, chocolate, and
sugar confectionery as the core of our busi-
ness activities. We concluded that our core
economic activities are not covered by the
Climate Delegated Act and consequently are
Taxonomy-noneligible.
Our KPIs
The KPIs include turnover, Capex and
Opex. For the reporting period 2022, the
KPIs must be disclosed in relation to Tax-
onomy-aligned economic activities and
consequently Taxonomy-eligible activities
related to climate change. Capex and Opex
include those that are related to the purchase
of output from Taxonomy-aligned economic
activities and certain individual measures
enabling the target activities to become
low-carbon, or to lead to greenhouse gas
(GHG) emission reductions.
Analysis of Taxonomy eligibility
and alignment
A Taxonomy-eligible economic activity is
an activity that is described in the delegated
acts adopted under the EU Taxonomy reg-
ulation irrespective of whether that activity
meets any or all the technical screening
criteria laid down in those delegated acts.
Regarding Capex and Opex related to pur-
chases and measures that we consider as
individually Taxonomy- eligible, we refer to
the explanations below in the section “Capex
KPI and Opex KPI” in the description of
our accounting policies. Since our economic
activities as a confectionery company are
not covered by the Climate Delegated Act,
the share of Taxonomy- eligible or aligned
economic activities in our total turnover
is 0 per cent and, consequently, the related
Capex and Opex are also 0 per cent. How-
ever, we disclose Capex and Opex relating
to the purchase of output from Taxonomy-
eligible economic activities and individual
measures to improve energy eciency
listed in the Climate Delegated Act. We have
not been able to verify alignment with our
suppliers.
To be Taxonomy-aligned, an eligible
activity must comply with the technical
screening criteria, i.e., whether a substan-
tial contribution is being made to climate
protection, contribute to at least one of six
listed environmental objectives, and do no
significant harm (DNSH criteria) to any of
the other objectives, while respecting basic
human rights and labor standards, bribery/
corruption, taxation and fair competition.
Words from
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Taxonomy reporting table 2022 – Turnover
Substantial
contribution criteria DNSH criteria
Economic activities (1)
Codes (2)
Absolute turnover (3) MSEK
Proportion of turnover (4) %
Climate change mitigation (5) %
Climate change adaptation (6) %
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11) Y/N
Climate change adaptation (12) Y/N
Water and marine resources (13) Y/N
Circular economy (14) Y/N
Pollution (15) Y/N
Biodiversity and ecosystems (16) Y/N
Minimum safeguards (17) Y/N
Taxonomy-
aligned
proportion
of turnover
year 2022
(18)
Per cent
Taxonomy-
aligned
proportion
of turnover
year N-1 (19)
Per cent
Category
(enabling
activity or
(20)
Category
(tran-
sitional
activity)
(21)
A. Taxonomy-eligible activities
A1. Environmentally sustainable
activities (Taxonomy-aligned)
Turnover of environ mentally
sustainable activities
(Taxonomy- aligned) (A.1.)
- 0% 0% 0% - - - - - - - 0% - - -
A2. Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-
aligned activities)
Turnover of Taxonomy- eligible
but not environmentally
sustainable activities
(not Taxonomy-aligned) (A.2)
- 0%
Total (A.1 + A.2)
- 0% 0%
B. Taxonomy-non- eligible
activities (B)
Turnover of Taxonomy-
non- eligible activities (B)
6,869 100%
Total (A+B)
6,869 100%
143Cloetta Annual and Sustainability Report 2022
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Taxonomy reporting table 2022 – Capex
Substantial
contribution criteria DNSH criteria
Economic activities (1)
Codes (2)
Absolute Capex (3) MSEK
Proportion of Capex (4) %
Climate change mitigation (5) %
Climate change adaptation (6) %
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11) Y/N
Climate change adaptation (12) Y/N
Water and marine resources (13) Y/N
Circular economy (14) Y/N
Pollution (15) Y/N
Biodiversity and ecosystems (16) Y/N
Minimum safeguards (17) Y/N
Taxonomy-
aligned
proportion
of Capex
year 2022
(18)
%
Taxonomy-
aligned
proportion
of Capex
year
N-1 (19)
%
Category
(enabling
activity or
(20)
Category
(tran-
sitional
activity)
(21)
A. Taxonomy-eligible activities
A1. Environmentally sustainable
activities (Taxonomy-aligned)
Capex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1.)
- 0% 0% 0% - - - - - - - 0% - - -
A2. Taxonomy-eligible but
not environmentally sustain-
able activities (not Taxono-
my-aligned activities)
Transport by motorbikes,
passenger cars and light
commercial vehicles
6.5 23 7.9%
Renovation of existing buildings 7.2 1 0.5%
Installation, maintenance and repair
of energy eciency equipment
7.3 23 7.7%
Installation, maintenance and
repair of instruments and devices
for measuring, regulation and
controlling energy performance
of buildings
7.5 1 0.2%
Acquisition and ownership
of buildings
7.7 41 13,9%
Capex of Taxonomy-eligible
but not environmentally
sustainable activities
(not Taxonomy-aligned) (A.2)
89 30,2%
Total (A.1 + A.2)
89 30,2% 0%
B. Taxonomy-non- eligible
activities (B)
Capex of Taxonomy-
non- eligible activities (B)
207 69,8%
Total (A+B)
296 100%
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Taxonomy reporting table 2022 – Opex
Substantial
contribution criteria DNSH criteria
Economic activities (1)
Codes (2)
Absolute Opex (3) MSEK
Proportion of Opex (4) %
Climate change mitigation (5) %
Climate change adaptation (6) %
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11) Y/N
Climate change adaptation (12) Y/N
Water and marine resources (13) Y/N
Circular economy (14) Y/N
Pollution (15) Y/N
Biodiversity and ecosystems (16) Y/N
Minimum safeguards (17) Y/N
Taxonomy-
aligned
proportion
of Opex
year 2022
(18)
%
Taxonomy-
aligned
proportion
of Opex
year N-1
(19)
%
Category
(enabling
activity or
(20)
Category
(tran-
sitional
activity)
(21)
A. Taxonomy-eligible activities
A1. Environmentally sustainable
activities (Taxonomy-aligned)
Opex of environmentally
sustainable activities
(Taxonomy-aligned) (A.1.)
- 0% 0% 0% - - - - - - - 0% - - -
A2. Taxonomy-eligible but
not environmentally sustain-
able activities (not Taxono-
my-aligned activities)
Renovation of existing buildings 7.2 5 2,1%
Installation, maintenance and repair
of energy efficiency equipment
7.3 12 5,5%
Installation, maintenance and
repair of instruments and devices
for measuring, regulation and con-
trolling energy performance of
buildings
7.5 1 0,3%
Opex of Taxonomy-eligible
but not environmentally
sustainable activities
(not Taxonomy-aligned) (A.2)
18 7,9%
Total (A.1 + A.2)
18 7,9% 0%
B. Taxonomy-non- eligible
activities (b)
Opex of Taxonomy-
non- eligible activities (B)
208 92,1%
Total (A+B)
226 100%
145Cloetta Annual and Sustainability Report 2022
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Accounting principles
We determine the Taxonomy-eligible or
aligned KPIs in accordance with the legal
requirements and describe our accounting
policy in this regard as follows:
Turnover KPI
The proportion of turnover shall be calcu-
lated as the part of the net turnover derived
from products or services, including intan-
gibles, associated with Taxonomy- eligible
or aligned economic activities (numerator),
divided by the net turnover (denominator).
The turnover shall cover the revenue recog-
nised pursuant to International Account-
ing Standard (IAS) 1, paragraph 82(a), as
adopted by Commission Regulation (EC)
No 1126/2008 (1). The accounting policy
regarding Net sales which corresponds to net
turnover is disclosed on page 85. Details of
the net sales is provided in Note 3 on page 91.
Capex KPI
The Capex KPI is defined as Taxonomy-eligi-
ble or aligned Capex (numerator) divided by
our total Capex (denominator). Total Capex
consists of additions to tangible and intan-
gible fixed assets during the financial year,
before depreciation, amortisation and any
re-measurements, including those resulting
from revaluations and impairments, as well
as excluding changes in fair value. It includes
additions to fixed assets (IAS 16), intangi-
ble assets (IAS 38) and right-of-use assets
(IFRS 16). Additions resulting from business
combinations are also included. Goodwill
is not included in Capex, because it is not
defined as an intangible asset in accordance
with IAS 38. Total capex can be reconciled
against the year's additions in Note 12 Intan-
gible assets on page 95, Note 13 Property,
plant and equipment on page 97 and Key
ratios on page 134 where Capex is disclosed
separately. The amount in here consists of
the two additions of Note 12 and 13.
Opex KPI
The KPI is defined as Taxonomy- eligible
or aligned Opex (numerator) divided by our
total Opex (denominator). The denominator
of the KPI shall cover direct non-capitalised
costs that relate to research and develop-
ment, building renovation measures, short-
term lease, maintenance and repair, and any
other direct expenditures relating to the
day-to-day servicing of assets of property
plant and equipment (PP&E). In general,
this includes sta costs, costs for services,
and material costs for daily servicing as well
as for regular and unplanned maintenance
and repair measures. This does not include
expenditures relating to the day-to-day
operation of PP&E such as: raw materials,
cost of employees operating the machinery,
and electricity or fluids that are necessary
to operate PP&E. The related cost items can
be found in various line items in our income
statement.
Explanations on the numerator of the Capex KPI and the Opex KPI
Since Cloetta AB has no eligible or aligned
turnover generating economic activities,
we do not record Capex and Opex related
to assets or processes that are associated
with Taxonomy-aligned economic activities
in the numerator of the Capex KPI and the
Opex KPI. Furthermore, there are no Capex
plans to upgrade a Taxonomy-eligible eco-
nomic activity to become Taxonomy-aligned
(“category a and b”).
Only “category c” Capex and Opex can
therefore qualify as Taxonomy- eligible and
consequently aligned, i.e., related to the
purchase of output from Taxonomy- aligned
economic activities and individual measures
enabling the target activities to become low-
carbon or to lead to GHG reduction. These
individual measures correspond to economic
activities listed in the Climate Delegated act
supplementing the Taxonomy Regulation and
must be implemented and operational within
18 months. The following activities were
identified as taxonomy-eligible:
Corresponding economic activity
(Annex I to Climate Delegated Act)
6.5 Transport by motorbikes, passenger cars
and light commercial vehicles
7.2 Renovation of existing buildings
7.3 Installation, maintenance and repair
of energy efficiency equipment
7.5 Installation, maintenance and repair
of instruments and devices for measuring,
regulation and controlling energy performance
of buildings
7.7 Acquisition and ownership of buildings
These activities include investments in
our factories to become more energy
ecient, renovations and maintenance, car
leasing and extended and new leasing agree-
ments for buildings. For the allocation of
Capex and Opex we have identified the rel-
evant purchases and measures, and we have
identified the primary related economic
activity in the Climate Delegated Act. In this
way, we ensure that no Capex or Opex is con-
sidered more than once.
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GRI Content Index
Statement of use Cloetta has reported in accordance with the GRI Standards for the period 1 January 2022 to 31 December 2022
GRI 1 used GRI 1: Foundation 2021
Applicable GRI Sector Standard(s) Not currently available
Omission
GRI Standard/
Other source Disclosure Location
Requirement(s)
Omitted Reason Explanation
GENERAL DISCLOSURES
GRI 2: General
Disclosures 2021
2-1
Organisational details 2-3, 60, 123
2-2
Entities included in the organisa-
tion’s sustainability reporting
83-84, 123, 141
2-3
Reporting period, frequency
and contact point
83, 141
Calendar year
2-4
Restatements of information 116, 141
2-5
External assurance 68-70, 141
2-6
Activities, value chain and other
business relationships
34, 36-40, 140,
155
2-7
Employees 27, 93 b iv-v Information
unavailable
Full-time and part-
time employees are
excluded
2-8
Workers who are not employees 27
2-9
Governance structure and
composition
60-65, 72-75,
93
2-10
Nomination and selection of the
highest governance body
61-62
2-11
Chair of the highest governance
body
62-63, 65
2-12
Role of the highest govern-
ance body in overseeing the
management of impacts
54, 59, 62-65,
139- 140
2-13
Delegation of responsibility for
managing impacts
54, 64-65, 140
2-14
Role of the highest governance
body in sustainability reporting
64, 140
2-15
Conflicts of interest 63, 72-73
2-16
Communication of critical
concerns
140
2-17
Collective knowledge of the
highest governance body
140
2-18
Evaluation of the performance of
the highest governance body
63-64
2-19
Remuneration policies 62-64, 66-67
2-20
Process to determine
remuneration
62-64, 66-67
2-21
Annual total compensation ratio 66-67, 92-93 a-c Information
unavailable
Under development
for the next reporting
year
2-22
Statement on sustainable
development strategy
6-7, 59
2-23
Policy commitments 31, 59, 63,
139-141
2-24
Embedding policy commitments 63-64, 140
2-25
Processes to remediate negative
impacts
66-67, 140 e Information
unavailable
The effectiveness is
not surveyed among
stakeholders
2-26
Mechanisms for seeking advice
and raising concerns
68-69, 140
2-27
Compliance with laws and
regulations
141
2-28
Membership associations 22, 32, 140
2-29
Approach to stakeholder
engagement
139
2-30
Collective bargaining agreements 27
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Omission
GRI Standard/
Other source Disclosure Location
Requirement(s)
Omitted Reason Explanation
MATERIAL TOPICS
GRI 3: Material
Topics 2021
3-1
Process to determine
material topics
138-140
3-2
List of material topics 138
Economic performance
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 56-57,
138-140
GRI 201:
Economic Perfor-
mance 2016
201-1
Direct economic value generated
and distributed
35
Anti-corruption
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 68-69,
56-57, 138-140
GRI 205:
Anti-corruption
2016
205-3
Confirmed incidents of corruption
and actions taken
140
Energy
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 28,
56-57, 138-140
GRI 302:
Energy 2016
302-1
Energy consumption within
the organisation
9, 29
302-3
Energy intensity 29
302-4
Reduction of energy consumption 9, 29
Biodiversity
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 31, 56-57,
138-140
GRI 304:
Biodiversity
2016
304-2
Significant impacts of activi-
ties, products and services on
biodiversity
31 a ii-vi, b i-iv Information
unavailable
Description of areas
restored or pro-
tected, but omitting
the specifics of size,
species, etc.
Emissions
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 29-30,
56-57, 138-140
GRI 305:
Emissions 2016
305-1
Direct (Scope 1) GHG emissions 9, 29
305-2
Energy indirect (Scope 2) GHG
emissions
9, 29
305-3
Other indirect (Scope 3) GHG
emissions
9, 29
305-5
Reduction of GHG emissions 9, 29
Waste
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 31, 56-57,
138-140
GRI 306:
Waste 2020
306-1
Waste generation and significant
waste-related impacts
31
306-2
Management of significant
waste-related impacts
31
306-3
Waste generated 31
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Omission
GRI Standard/
Other source Disclosure Location
Requirement(s)
Omitted Reason Explanation
Supplier environmental assessment
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 31, 56-57,
138-140
GRI 308:
Supplier
Environmental
Assessment
2016
308-1
New suppliers that were
screened using environmental
criteria
31
Occupational health and safety
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 26-27,
56-57, 138-140
GRI 403:
Occupational
Health and
Safety 2018
403-1
Occupational health and safety
management system
26-27, 32
403-2
Hazard identification, risk assess-
ment, and incident investigation
27
403-3
Occupational health services 27
403-4
Worker participation, consul-
tation, and communication on
occupational health and safety
27
403-5
Worker training on occupational
health and safety
27
403-6
Promotion of worker health 27
403-7
Prevention and mitigation of
occupational health and safety
impacts directly linked by busi-
ness relationships
27
Own Indicator
(LTIR)
Occupational injuries, lost days
and absenteeism
9, 27
Child labor
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 31, 56-57,
138-140
GRI 408:
Child Labor 2016
408-1
Operations and suppliers at
significant risk for incidents of
child labor
31
Supplier social assessment
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 31, 56-57,
138-140
GRI 414: Supplier
Social Assess-
ment 2016
414-1
New suppliers that were
screened using social criteria
31
Customer health and safety
GRI 3: Material
Topics 2021
3-3
3-3 Management of material
topics
22-23, 24,
56-57, 138-140
GRI 416:
Customer Health
and Safety 2016
416-1
Assessment of the health and
safety impacts of product and
service categories
16, 24, 32
Marketing and labeling
GRI 3: Material
Topics 2021
3-3
Management of material topics 22-23, 27,
56-57, 138-140
GRI 417:
Marketing and
Labeling 2016
417-1
Requirements for product and
service information and labeling
16-17, 27, 32
149Cloetta Annual and Sustainability Report 2022
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Auditor’s Limited Assurance Report on
Cloetta’s Sustainability Report and statement
on the Statutory Sustainability Report
This is a translation of the original report in Swedish
To the annual general meeting of Cloetta AB (publ),
corporate identity number 556308-8144
Introduction
We have been engaged by the Board and Group Management of
Cloetta AB (publ) (“Cloetta”) to undertake a limited assurance of
Cloetta’s Sustainability Report for the year 2022. The company has
defined the scope of its sustainability report on page 1 in the annual
and sustainability report. The statutory sustainability report is
defined on page 53.
Responsibilities of the Board and Group Management
The Board of Directors and Group Management are responsi-
ble for the preparation of the Sustainability Report, including the
statutory sustainability report, in accordance with the applicable
criteria and the Annual Accounts Act. The criteria are described on
page 147–149 of the Sustainability Report, and consists of the parts
of the GRI Sustainability Reporting Standards which are applicable
to the Sustainability Report, as well as the accounting and calcula-
tion principles that Cloetta has developed. This responsibility also
includes the internal control which is deemed necessary to establish
a sustainability report that does not contain material misstatement,
whether due to fraud or error.
Responsibilities of the auditor
Our responsibility is to express a conclusion on the Sustainability
Report based on the limited assurance procedures we have per-
formed and to provide a statement on the statutory sustainability
report. Our assignment is limited to the historical information that
is presented and thus does not include future-oriented information.
We conducted our limited assurance engagement in accordance
with ISAE 3000 (revised) Assurance Engagements Other than
Audits or Reviews of Historical Financial Information. A limited
assurance engagement consists of making inquiries, primarily of
persons responsible for the preparation of the Sustainability Report
and applying analytical and other limited assurance procedures. We
have conducted our examination regarding the statutory sustaina-
bility report in accordance with FAR’s recommendation RevR 12,
the Auditor’s Opinion on the Statutory Sustainability Report.
A limited assurance engagement and an examination according
to RevR 12 have a dierent focus and a considerably smaller scope
compared to the focus and scope of an audit in accordance with
International Standards on Auditing and generally accepted
auditing standards in Sweden.
The audit firm applies ISQM 1 (International Standard on
Quality Management) and accordingly maintains a comprehensive
system of quality control including documented policies and proce-
dures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements. We are
independent in relation to Cloetta according to generally accepted
auditing standards in Sweden and have fulfilled our professional
ethics responsibility according to these requirements.
The procedures performed in a limited assurance engagement
and an examination according to RevR 12 do not allow us to obtain
such assurance that we become aware of all significant matters that
could have been identified if an audit was performed. The conclu-
sion based on a limited assurance engagement and an examination in
accordance with RevR 12, therefore, does not provide the same level
of assurance as a conclusion based on an audit has.
Our procedures are based on the criteria defined by the Board
of Directors and the Group Management as described above.
We consider these criteria as suitable for the preparation of the
Sustainability Report.
We believe that the evidence we have obtained is sucient and
appropriate to provide a basis for our conclusion below.
Conclusion
Based on the limited assurance procedures we have performed,
nothing has come to our attention that causes us to believe that the
Sustainability Report is not prepared, in all material respects, in
accordance with the criteria defined by the Board of Directors and
Group Management.
A Statutory Sustainability Report has been prepared.
Stockholm, 9 March 2023
Öhrlings PricewaterhouseCoopers AB
Sofia Götmar-Blomstedt
Authorised Public Accountant
Karin Juslin
Sustainability Specialist
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Branded pack-
aged products
Products that are mainly sold under brands
and are packaged.
Brand extension
Totally new products developed under an
established brand.
BRC Global
Standards
for Food Safety
A leading safety and quality certification programme.
Many European and global retailers will only consider
business with suppliers that have been certified
according to the BRC Global Standard.
Contract
manufacturing
Manufacturing of external brands, i.e. insourcing
production of products from external parties.
FVTPL
Fair Value Through Profit and Loss.
GRI Global
Reporting
Initiative
A network-based organisation whose founders
include the UN. GRI has pioneered the development
of a standard for the structure and content of
sustainability reporting.
ICC
International Chamber of Commerce.
ILO
International Labour Organization, United Nations
agency dealing with labour issues.
ISO 9001 and
ISO 14001
International Organization for Standardization.
ISO 9001 addresses quality management and ISO
140001 addresses environmental management.
Line extension
New packaging, sizes and flavours for an established
brand.
Own brands
(EMV)
Brands that retail trade customers sell under their
own brands.
The Perfect
Factory
The Perfect Factory is Cloetta’s development
programme aimed at improving engagement, reliabil-
ity and resource-efficiency within manufacturing.
Polyols
Sugar alcohols that resemble sugar and are used
as sweeteners.
Pick & mix
Cloetta’s range of candy and natural snacks that
are picked by the consumers themselves.
Pick & mix
concept
Cloetta’s complete concept in pick & mix including
products, displays and accompanying store and
logistic services.
RSPO
Roundtable for sustainable palm oil, certification
and standard for the palm oil we purchase,
100% segregated.
UTZ
Certified standards for sustainable farming with a
number of social and environmental criteria, now
merged with Rainforest Alliance.
Glossary
151Cloetta Annual and Sustainability Report 2022
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Definition/calculation Purpose
Margins
Gross margin
Net sales less cost of goods sold as a percentage of net sales. Gross margin measures production profitability.
Operating profit
margin (EBIT margin)
Operating profit expressed as a percentage of net sales. Operating profit margin is used for measuring the operational
profitability.
Operating profit
margin, adjusted
Operating profit, adjusted for items affecting comparability,
as a percentage of net sales.
Operating profit margin, adjusted excludes the impact of
items affecting comparability, enabling a comparison of
operational profitability.
Profit margin
Profit/loss before tax expressed as a percentage of net sales. This metric enables the profitability to be compared across
locations where corporate taxes differ.
Return
Free cash flow
Sum of the cash flow from operating activities and cash flow from
investments in property, plant and equipment and intangible assets.
The free cash flow is the cash flow available to all
investors consisting of shareholders and lenders.
Free cash flow yield
Free cash flow over the last 12 months divided by the number of
shares at the end of the period and subsequently divided by the
market price per share at the end of the period.
This metric is an indicator of the return on investment of
investors in the company.
Return on capital
employed
Operating profit plus financial income as a percentage of average
capital employed. The average capital employed is calculated
by taking the capital employed per period end and the capital
employed by period end of the comparative period in the previous
year divided by two.
Return on capital employed is used to analyse profitability,
based on the amount of capital used. The leverage of the
company is the reason that this metric is used next to return
on equity, because it includes equity, but takes into account
borrowings and other liabilities as well.
Return on equity
Profit from continuing operations for the period as a
percentage of total equity.
Return on equity is used to measure profit generation, given the
resources attributable to the owners of the Parent Company.
Capital structure
Capital employed
Total assets less interest-free liabilities (including deferred tax). Capital employed measures the amount of capital used and
serves as input for the return on capital employed.
Equity/assets ratio
Equity at the end of the period as a percentage of total assets.
The equity/assets ratio represents the amount of assets on which
shareholders have a residual claim.
This ratio is an indicator of the company’s leverage used to
finance the company.
Gross debt
Gross current and non-current borrowings, credit overdraft
facilities, lease liabilities, derivative financial instruments
and interest payable.
Gross debt represents the total debt obligation of the
company irrespective of its maturity.
Net debt
Gross debt less cash and cash equivalents. The net debt is used as an indication of the ability to pay off
all debts if these became due simultaneously on the day of
calculation, using only available cash and cash equivalents.
Net debt/EBITDA
Net debt at the end of the period divided by the adjusted EBITDA
for the last 12 months, taking into consideration the annualisation
of EBITDA for acquired or divested companies.
The net debt/EBITDA ratio approximates the company’s
ability to decrease its debt. It represents the number of years
it would take to pay back debt if net debt and EBITDA were
held constant, ignoring the impact from cash flows from
interest, tax and capital expenditure.
Net debt/
equity ratio
Net debt at the end of the period divided by equity at the
end of the period.
The net debt/equity ratio measures the extent to which the
company is funded by debt. Because cash and overdraft facil-
ities can be used to pay o debt at short notice, the leverage
takes into account net debt instead of gross debt.
Working capital
Total inventories and trade and other receivables adjusted for
trade and other payables.
Working capital is used to measure the company's
ability, besides cash and cash equivalents, to meet current
operational obligations.
Definitions
All amounts in the tables are presented in SEK millions unless otherwise stated. All amounts in brackets ()
represent comparative figures for the same period of the prior year, unless otherwise stated.
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Definition/calculation Purpose
Data per share
Cash flow from
operating activities
per share
Cash flow from operating activities in the period divided by the
average number of shares.
The cash flow from operating activities per share measures
the amount of cash the company generates per share from the
revenues it brings irrespective of the capital investments and
cash flows related to the financing structure of the company.
Earnings per share
Profit for the period divided by the average number of shares
adjusted for the effect of forward contracts to repurchase
own shares.
The earnings per share measures the amount of net profit
that is available for payment to shareholders per share.
Equity per share
Equity at the end of the period divided by number of shares at
the end of the period.
Equity per share measures the net-asset value backing up
each share of the company's equity and determines
if a company is increasing shareholder value over time.
Other definitions
EBITDA
Operating profit before depreciation and amortisation. EBITDA is used to measure the cash flow generated from
operating activities, eliminating the impact of financing and
accounting decisions.
EBITDA, adjusted
Operating profit, adjusted for items affecting comparability, before
depreciation and amortisation.
Adjusted EBITDA increases the comparability of EBITDA.
Effective tax rate
Income tax as a percentage of profit before tax. This metric enables the income tax to be compared across
locations where corporate taxes differ.
Items affecting
comparability
Items affecting comparability are those significant items which are
separately disclosed by virtue of their size or incidence, in order to
enable a full understanding of the Group’s financial performance.
These include items such as restructurings, impact from acquisi-
tions or divestments.
Items affecting comparability increases the
comparability of the Group’s financial performance.
Net financial items
The total of exchange differences on cash and cash equivalents
in foreign currencies, other financial income and other financial
expenses.
The net financial items reflects the company’s total costs of
external financing.
Net sales, change
Net sales as a percentage of net sales in the comparative period
of the previous year.
Net sales, change reflects the company's realised
top-line growth over time.
Operating profit
(EBIT)
Operating profit consists of comprehensive income before net
financial items and income tax.
This metric enables the profitability to be compared across
locations where corporate taxes differ, irrespective of the
financing structure of the company.
Operating profit
(EBIT), adjusted
Operating profit, adjusted for items affecting
compa rability.
Adjusted EBIT increases the comparability of EBIT.
Organic growth
Net sales, change excluding acquisition-driven growth and
changes in exchanges rates.
Organic growth excludes the impact of changes in group
structure and exchange rates, enabling a comparison of net
sales growth over time.
Structural changes
Net sales, change resulting from changes in group structure. Structural changes measure the contribution of changes in
group structure to the net sales growth.
153Cloetta Annual and Sustainability Report 2022
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Cloetta’s history filled
with legendary brands
The Cloetta brothers. In 1862 the three Swiss Cloetta
brothers, Bernard, Christoffer and Nutin Cloetta, founded the
company “Brødrene Cloëtta” for manufacturing chocolate and
confectionery in Copenhagen, Denmark. The brothers later
moved their manufacturing to Sweden and the company was
owned by the Cloetta family until 1917, when the Svenfelt family
took over the majority share -holding in Cloetta via the newly
formed Svenska Choklad fabriks AB. The Svenfelt family has
major ownership interests in Cloetta to this day.
1800s 1920 1950–1960
1900–1910 1930–1940
Cloetta’s oldest brands
date from the 1800s
Venco is launched in 1878 when
Gerrit van Voornveld started
manufacturing liquorice and
peppermint pastilles in a steam
factory in Amsterdam. Liquorice,
peppermint and jujubes have
long been known for their cough
suppressing effects.
1900–1913,
exploiting
industrialisation
Electrification
and railway con-
struction accel-
erate the pace of
industrialisation,
a critical enabler
for businesses like
the Swedish com-
panies Ahlgrens and Cloetta, which are active in indus-
trial production of confectionery. Läkerol is launched in
1909 and Guldnougat in 1913. Läkerol is also launched
in Denmark in 1910 and Norway in 1912.
The roaring twenties
The confectionery industry
grows after the war. The slo-
gan “Choose right – choose
Cloetta” is created in 1921.
In the Netherlands, Lonka
opens its first factory 1920
and the pastille brand King is
launched in 1922. In 1928 Sisu
is launched in Finland, Red
Band in the Netherlands and
Tarragona in Sweden.
The 1930–40s,
launch of strong brands
Malaco (Malmö Lakrits
Compani) is founded in 1934
during the period between the
two world wars. Sportlunch
(then called Mellanmål) is
launched in 1937. Kexchoklad is
introduced in 1938 and Center
in 1941. Plopp is launched after
WWII in 1949.
1950–60s, an interest in the USA and cars
The chewing gum Jenkki (Yankee) is launched
in Finland in 1951. Ahlgrens bilar – the world’s
best-selling car, is launched in 1953 with
Italian Bugatti as its inspiration. The double
countline Tupla is launched in Finland
in 1960. In Sweden, Polly is launched in
1965 and Bridge-blandning in 1966.
Chewits are launched in the United
Kingdom in 1965. The first marshmallow
Santas are also sold in the 1960s.
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
154 Cloetta Annual and Sustainability Report 2022
<< Content &
introduction
Strong brands with long traditions
1990s 2010s
1970–1980 2000s 2020s
1970-80s – fresh and healthy
and a response to the grow-
ing pick & mix
In 1975, the world’s first
chewing gum with xylitol is
launched by Jenkki in Finland.
Sportlife is launched in the
Netherlands in 1988. The
Mynthon pastille is intro-
duced in Finland in 1976.
In Sweden, the mixed
candy bag Gott & Blandat
is launched in response to the
growing popularity of pick & mix.
1990s – consolidation
of the industry
CSM, a Dutch sugar and food prod-
ucts company, acquires Red Band in
1986. Leaf acquires Ahlgrens (with
Läkerol and Ahlgrens bilar) in 1993,
CSM acquires Malaco in 1997, Cloetta
acquires Candelia (with Polly and
Bridgeblandning) in 1998 and CSM
acquires Leaf in 1999. Cloetta’s share
is listed on the Stockholm Stock
Exchange in 1994.
2010s – Cloetta grows
Cloetta and Leaf are merged in 2012. In 2014
Cloetta acquires Nutisal, a leading Swedish
company that roasts and sells dry roasted nuts.
In the same year Cloetta acquires The Jelly
Bean Factory with the main market in the UK.
In 2015 Cloetta acquires Lonka, a Dutch
company that produces and sells fudge, soft
nougat and chocolate. In 2017, Cloetta acquires
Candy king and becomes market leader in pick
& mix. The Italian operations are divested.
2020s – strong
sustainability focus
Cloetta launches a new sustain-
ability agenda covering topics
all across the value chain where
Cloetta has the ability to make
an impact. This includes giving
the consumers greater choice by
introducing more vegan options,
less sugar/no-sugar, lactose-free
and new package sizes, as well as
enriching the social impacts in our
supply chain through our partner-
ships, and committing to the
Science Based Targets initiative.
®
®
®
®
®
1878 1909 1913 1920 1922 1928 1934 1937 1938 1941 1949 1951 1953 1960 1965 1976 1981 1984 1998 2007
2000s – new groups formed
During the period from 2000 to 2009,
Cloetta is part of the Cloetta Fazer
group. After the de-merger in 2009,
the independent Cloetta is relisted
on NASDAQ OM Stockholm. In 2000
CSM acquires Continental Sweets and
thereby strengthens its position primarily
in France and Belgium, but also in the
Netherlands and the UK. In 2001 CSM
acquires Socalbe in Italy (with Dietorelle
and Dietor). In 2005 CVC and Nordic
Capital acquire CSM’s confectionery
division and change its name to Leaf.
155Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
Content & >>
introduction
Shareholder
information
Shareholder contact
Nathalie Redmo
Head of IR and Communication,
+46 76-696 59 40
nathalie.redmo@cloetta.com
or ir@cloetta.com
Annual General Meeting
The Annual General Meeting of Cloetta AB (publ) will be held on
Tuesday 4 April 2023. The Notice of the Annual General Meeting
was published in February and is available on www.cloetta.com.
To order the Annual and Sustainability Report
The Annual and Sustainability Report is available in Swedish
and English. The printed Annual and Sustainability Report can
be ordered via the website. It can also be downloaded from
www.cloetta.com.
156 Cloetta Annual and Sustainability Report 2022
Words from
the president
Targets &
strategy
Market &
consumer Sustainability
Main
markets
Share &
shareholders
Financial
performance
Risks & Corporate
Governance
Financial
reports
Materiality &
Other
<< Content &
introduction
Production: Cloetta in collaboration with Vero Kommunikation.
Photos: Joakim Folke, Hans Alm (Alm&Lindberg AB), TakeOff AB,
Mark David Weverling, Fredrik Bjelkerud, Neumeister, KAM Photographers,
Cloetta Suomi Oy, Jes Larsen, Janne Haslund, iStock.
Printing: Åtta.45.
Cloetta AB (publ) • Corp. ID no. 556308-8144 • Landsvägen 50A,
Box 2052, 174 02 Sundbyberg, Sweden • Tel +46 (0)8-52 72 88 00 • www.cloetta.com