Apetit Group
Board of Directors' Report and Financial Statements
1.1.2023-31.12.2023
Apetit Plc
Apetit Group
Maakunnantie 4
Säkylä
Finland
0197395-5
743700RSFZUIQYABYT14
Plc
Finland
Contents page
Board of Directors´ Report 1-12
Consolidated Financial Statements, IFRS
Consolidated Statement of Comprehensive Income 13-14
Consolidated Statement of Financial Position 15-16
Consolidated Statement of Cash Flows 17
Consolidated Statement of Changes in Equity 18
Notes to the financial statements
Note 1. Accounting principles 19-28
Note 2. Operating segments 29-30
Note 3. Discontinued operations and non-current assets held for sale 31
Note 4. Other operating income and expenses 32
Note 5. Employee benefits expense 33
Note 6. R&D expenses 33
Note 7. Materials and services 33
Note 8. Depreciation, amortisation and impairment 33
Note 9. Financing income and expenses 34
Note 10. Income taxes 34
Note 11. Deferred tax assets and liabilities 35-36
Note 12. Earnings per share 37
Note 13. Intangible and tangible assets, leases and goodwill 38-43
Note 14. Shares in associated companies 44
Note 15. Other non - current financial assets 45
Note 16. Non - current receivables 45
Note 17. Trade receivables and other current receivables 45
Note 18. Inventories 45
Note 19. Cash and cash equivalents 45
Note 20. Shareholders' equity 46
Note 21. Defined benefit plan obligations 47-48
Note 22. Share-based payments 49-52
Note 23. Interest-bearing liabilities 53
Note 24. Trade payables and other liabilities 54
Note 25. Financial risk management 55-58
Note 26. Collateral, contingent liabilities, contingent assets and other commitments 59
Note 27. Related party transactions 60-61
Note 28. Changes in accounting policies 62
Note 29. Events since the end of the financial year 62
Financial Statement of Parent company, FAS
Parent company income statement, FAS 63
Parent companyt balance sheet, FAS 64
Parent company statement of cash flows, FAS 65-66
Accounting principles, FAS 67
Notes to the parent company financial statements 68-77
Proposal of the board of directors for the distribution of profits 78
Books 79
Appendices to the Board of Directors´ Report
Key indicators 80-82
Ownership 83
Independent Auditor’s Report on Apetit Oyj’s ESEF-Consolidated Financial Statements (Translation of the Finnish original) 84
Board of Directors’ Report
Apetit is a Finnish food industry company that focuses on plant-based food products and is firmly rooted in Finnish primary production. Its product groups include frozen vegetables, frozen ready meals and vegetable oils and rapeseed expeller. The company is active in the Finnish and international food and oilseed markets.
The Group’s businesses and reporting segments are Food Solutions and Oilseed Products. In addition to the two reporting segments, Apetit will report Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange that are not allocated to the three business segments.
The Food Solutions segment consists of Apetit Ruoka Oy. Apetit Kasviöljy Oy is responsible for Oilseed Products. The result of the associated company Sucros Ltd is reported below the operating profit.
Apetit’s shares have been quoted on Nasdaq Helsinki since 1989, and the company is domiciled in Säkylä.
Profit and financial position
Net sales and profit of continuing operations
Net sales in January–December were EUR 175.1(181.7) million. Operating profit was EUR 7.5 (3.5) million. The operating profit includes capitalisation of fixed costs arising from harvest-time production in the amount of EUR 0.6 (-0.3) million.
The share of the profit of the associated company Sucros was EUR 4.0 (0.5) million in January–December.
Financial income and expenses totalled EUR -0.2 (0.2) million.
The profit before taxes was EUR 11.3 (3.8) million, and taxes on the profit for the period came to EUR -1.5 (-0.7) million. Profit for the period came to 9.8 (3.2) million, and earnings per share amounted to EUR 1.56 (0.51)
Cash flows, financing and balance sheet
Apetit Group’s balance sheet position remained strong in terms of the equity ratio as well as liquidity.
The consolidated cash flow from operating activities amounted to EUR 9.7 (28.4) million in January–December. The impact of the change in working capital was EUR -3.1 (18.5) million. The effect of seasonality on the change in working capital is presented under the heading Seasonality of operations. The figures from comparison year were mainly attributable to the divestment of the Grain Trade business.
The net cash flow from investing activities was EUR 6.4 (11.7) million. The cash flow from financing activities came to EUR -4.1 (-32.7) million, including EUR 0.0 (-29.1) million in net loan repayments and EUR 3.1 (-2.5) million in dividend payments.
At the end of the period, the Group’s interest-bearing liabilities amounted to EUR 8.1 (2.1) million and liquid assets to EUR 14.0 (14.8) million. Net interest-bearing liabilities totalled EUR -5.9 (-12.7) million.
The consolidated balance sheet total stood at EUR 131.1 (117.3) million. At the end of the review period, equity totalled EUR 103.5 (96.0) million. The equity ratio was 78.9 (81.8) per cent, and gearing was –5.7 (-13.2) per cent. The Group’s liquidity is managed by committed credit facilities, fixed loans and a commercial paper programme. At the end of the period, the available credit facilities amounted to EUR 29 (29) million. The total of commercial papers issued stood at EUR 0.0 (0.0) million.
Overview Of Operating Segments
Food Solutions
Net sales in the Food Solutions segment amounted to EUR 73.7 (64.2) million in January–December. Operating profit was EUR 5.8 (4.2) million.
Investment for the period totalled EUR 4.3 (4.3) million and was mainly associated with production efficiency and energy efficiency improvements in Säkylä and to the acquisition of new pea harvester.
Oilseed Products
Net sales in the Oilseed Products segment were EUR 102.4 (118.2) million in January–December. Operating profit was EUR 4.6 (1.5) million.
Investment for the period totalled EUR 1.7 (0.7) million and was mainly associated to the new bottling line and the product development of rapeseed-based vegetable protein.
Discontinued operations
Grain Trade
Net sales in the Grain Trade segment were EUR 0.0 (67.2) million in January–December. Operating profit was EUR -0.1 (2.7) million.
Investment for the period totalled EUR 0.0 (0.0) million.
Value Creation at Apetit
Apetit’s ability to create value is based on strong integration with Finnish primary production, the unique value chain, strong and attractive brands and products, continuous improvement of operational efficiency, and on sustainable value chain.
Apetit’s value creation model is described in more detail in its annual report.
Strategy
Strategy period 2023–2025
Apetit Plc published its strategy for 2023–2025 in November 2020. Achieving growth from diverse plant-based food solutions and added-value products is at the heart of Apetit’s strategy. As the cornerstone of Apetit’s business, company continues to invest in cooperation with growers and in Finnish primary production.
Apetit’s current strengths and competitive advantages have been identified in the strategy.
Apetit’s operations are based in domestic raw materials and in plant-based and sustainable food solutions. Growing the cultivation area of domestic peas and oilseed plants and investing in added-value products and added value growth play a significant role in Apetit’s strategy. Apetit also aims to increase the use of domestic plant-based proteins. The phenomena governing the operating environment support the company’s strategy.
Strategic focus areas and key measures in 2023
Stronger together
As the cornerstone of our business, we invest in cooperation with growers and in Finnish primary production. We strengthen business synergies and shared processes. We foster a culture of continuous improvement. We look after our competitive advantages: our motivated and skilled employees, strong brand and differentiating factors.
Key measures in 2023:
· Research at the Räpi experimental farm continued to develop cultivation methods and the promotion of the cultivation of domestic pulses
· Use of shared resources and interfaces in continuing operations
· Successful launches of novelty products and investments in the development of people’s perception of frozen food
Diverse plant-based food products
We develop added-value food products and increase the refining rate in vegetable oil products. We increase food exports and strengthen our position in Sweden. We increase the volume and cultivation area of strategically significant plants. We make strategic investments to speed up organic growth. We are open for business acquisitions to allow inorganic growth.
Key measures in 2023:
· Decision to invest in a new bottling line at the Kantvik vegetable oil milling plant
· Establishment of sales organisation in Sweden to boost food exports
· Establishment of the RypsiRapsi-foorumi to increase domestic oilseed production
More domestic plant proteins
We continue the commercialisation of the BlackGrain rapeseed ingredient towards an industrial scale. We promote the cultivation of domestic pulses. We explore opportunities to produce Finnish pea protein. We use domestic plant proteins in our own production in diverse ways.
Key measures in 2023:
· Progress in the BlackGrain production process
· Launch of a project to produce Finnish pea protein
· Increase in domestic frozen pea cultivation area and exports of pea
Sustainable value chain
We promote sustainable primary production and food choices. We reduce the impact of our operations on the climate and the environment. We make sure that our sourcing processes are transparent and sustainable. We ensure that social responsibility is realised throughout the value chain.
Key measures in 2023:
· Energy transition at Apetit’s production facilities: reducing energy-related CO2 emissions by 68 per cent from 2019
· Increasing the share of domestic local fish to 19 per cent (2019: 11%)
· Increased use of recyclable packaging materials and introduction of PEFC-certified paperboard
Financial objectives
EBIT will be > EUR 9 million (2023: EUR 7.5 million)
Return on capital employed (ROCE %) > 8% (2023: 7.3%)
Investment
The Group’s investment in non-current assets came to EUR 7.5 (5.0) million and was divided as follows: investment in Food Solutions totalled EUR 4.3 (4.3) million, in Oilseed Products EUR 1.7 (0.7) million, in Grain Trade EUR 0.0 (0.0) million and in Group Functions EUR 1.5 (0.1) million.
Research and development
Research and development costs of continuous operations were EUR 1.6 (1.4) million, or 0.9% (0.8%) of net sales. In addition, EUR 0.3 (0.2) million in product development costs was capitalised on the balance sheet during the financial year in relation to the development of the rapeseed ingredient.
In the Food Solutions business, research and development operations were mainly related to developing new products and strengthening cooperation networks that support operations.
Apetit improves its products and creating brand new products to provide easy, delicious plant-based products for different meal situations for people who value food that tastes good, is healthy and is produced responsibly. New products are developed to match market-specific preferences and nutritional recommendations, and for convenient everyday meals.
Vegetables and vegetable oils are an important part of a healthy diet. In its products, Apetit pays special attention to attractive appearance and good taste, in addition to nutritional values, as only food that is actually eaten is nourishing.
In the Oilseed Products business, the company focused on increasing in-depth research and development. The project to enhance the added value of rapeseed as a raw material continued, with Business Finland participated in its funding. The purpose has been to develop an entirely new ingredient with high nutritional content for the international food market. In December 2020, the European Commission granted a novel food authorisation for Apetit’s rapeseed ingredient, the BlackGrain from Yellow Fields rapeseed powder.
Apetit has continued the development of the production process of BlackGrain and advanced the beginning of commercial scale production. In 2023, the development work focused on the production process.
In 2023, Apetit launched a project to produce Finnish pea protein. Opportunities for domestic production are examined for the entire value chain. More domestic plant proteins is one of the Apetit’s strategic focus areas.
Apetit carries out cultivation research and development operations on its experimental farm in Köyliö, Säkylä. The objective of research operations is to secure the open field cultivation of vegetables by taking proactive measures to adjust cultivation methods in response to a changing environment and by providing farmers with the latest information and expertise. Through these operations, Apetit is looking for alternatives to chemical pesticides and seeking ways to improve soil fertility and water management and promote carbon sequestration, for example. Research topics include optimised crop rotation and mechanical weed separation. In 2023, the operations of Räpi's experimental farm focused especially on the cultivation of pulses, such as peas, chickpeas, yellow peas and broad beans. Fall rape was also sown for the first time at Räpi's experimental farm.
In addition to in-house research and development activities, Apetit participates in selected research projects and development pro- grammes coordinated by various partners. In 2023, the Räpi experimental farm had ongoing research projects to explore ways to improve soil fertility, especially from the point of view of vegetable cultivation. Research was carried out together with the Natural Resources Institute Finland and Pyhäjärvi Institute. The projects provide more practical ways to promote soil fertility and mitigate nutrient runoffs as well as research data on the potential of using soil amendments and green manure.
The Natural Resources Institute Finland’s Fertile vegetable soil (VIIVI) project continued on Räpi’s fields. In 2023, the project's crop was swede. Apetit is also involved in the Green Future of Satakunta project coordinated by Pyhäjärvi Institute, which aims, among other things, to develop the cultivation of domestic pulses. For the fifth year, chickpeas were cultivated at the Räpi farm. Domestic pulses will also be tested in diverse ways in Apetit’s product development. In the growing season of 2023, the Farmdroid field robot was also tested on the Räpi experimental farm for sowing and raking spinach.
Seasonality of operations
In accordance with the IAS 2 standard, the historical cost of inventories includes a systematically allocated portion of the fixed production overheads. With production focusing on harvest time, raw materials are mainly processed into finished products during the second half of the year. This means that more fixed production overheads are recognized on the balance sheet in the second half of the year. Due to this accounting practice, most of the Group’s annual profit is accrued during the second half of the year. The timing of end of the harvest season can affect the comparability between financial years. The seasonal nature of profit accumulation is most marked in the Food Solutions segment and in the associated company Sucros, where production reflects the crop harvesting season.
Harvesting seasons also cause seasonal variation in the amount of working capital tied up in operations. Working capital tied up in Oilseed Products is at its highest towards the end of the year and decreases to its lowest in the summer before the next harvest season. As production in the Food Solutions segment is seasonal and follows the harvest period, the working capital tied up in operations is at its highest around the turn of the year in that segment.
Risks, uncertainties and risk management
The Board of Directors of Apetit Plc has confirmed the Group’s risk management policy and principles.
The primary goals of Apetit Group are to improve the company’s profitability and competitiveness and ensure the financial position of the company. The purpose of the company’s risk management is to support the achievement of these goals. Risk management is part of corporate governance. It is a systematic tool for the Board of Directors and operative management, enabling them to monitor and assess the achievement of the goals and the threats and opportunities that affect the company’s operations.
Aim of Apetit Group’s risk management is to assess risks in the operating environment in a predictive manner. Apetit Group classifies risks into strategic, operative and financial risks and risk events.
The aim of risk management is to recognise and assess risks systematically and manage them cost-efficiently by
· ensuring that all known risks to personnel, customers, products, reputation, assets, human capital and operations are addressed, always according to law, based on best available knowledge and with justifications, taking into account the current financial situation,
· meeting the expectations of stakeholders (owners, customers, personnel, suppliers and society),
· ensuring uninterrupted, continuous operations, and
· promoting the efficient utilisation of opportunities and profit potential.
The Board of Directors or the Audit Committee of Apetit Group monitors the Group’s risk management process and ensures that it works efficiently and is comprehensive, approves the level of the risk management policy, risk bearing and risk tolerance, and re-assesses these at least annually.
Business units and Group Functions recognise and assess risks in their respective areas of responsibility. The leaders of business units and Group Functions plan and implement risk management and monitoring measures and report on risks in their areas of responsibility, following the agreed instructions and timetables.
The main operational risks concern the availability of raw materials, the time lags between purchasing and use, and fluctuations in raw material prices. Price risk management is particularly important in Oilseed Products. The prices of oilseeds are determined in the world market. In Oilseed Products, limits are defined for open price risks.
The Group operates in international markets and is thus exposed to currency risks arising from changes in exchange rates. Under normal circumstances, currency risks are low. Financial risk management is discussed in more detail in Note 25 to the Financial Statements.
Fire, serious process disruptions, and defects in raw materials or final products affecting food safety can lead to major property damage, losses from production interruptions, liabilities and other indirect adverse effects on the company’s operations. The Group companies guard against these risks by evaluating their processes through internal control and other systems and by taking corrective action where necessary. Insurance policies are used to cover risks always, when insurance can be justified on financial or other grounds.
The assessment of Apetit’s most significant risks also covers non- financial risks. A typical effect of the realisation of a non-financial risk would be a negative reputation effect. Apetit Group’s Code of Conduct guides all operations in Group. Apetit requires that all of its employees and suppliers comply with the Code of Conduct. Climate related risks are discussed in more detail in the non-financial information section.
Environmental risks
Apetit’s operational activities do not involve direct significant environ- mental risks. The principal environmental risks at Apetit’s production facilities concern potential wastewater and vegetable oil leaks into the environment and refrigerant leaks. Environmental risks are managed by means of internal and external inspections and by complying with environmental requirements and monitoring the company’s environmental performance.
Some of the company’s operations have ISO 14001 environmental management systems. Apetit has assessed the risks and opportunities related to its value chain caused by climate change in accordance with the TCFD framework. Climate-related risks are discussed in the non-financial information section.
Social and employee-related risks
Safety at work is vitally important for Apetit and one of the central themes of the personnel strategy. Any occupational accidents are among its most significant social and employee-related risks. The company actively provides information about aspects related to occupational safety, and each supervisor must complete a training programme related to safety at work.
Ensuring a competent and motivated workforce has also been identified among social and employee-related risks. Apetit’s personnel strategy focuses on responsible leadership based on the company’s values and corporate culture, ensuring the availability of labour by focusing on retention and attraction factors, improving employees’ occupational well-being and ability to cope with the demands of work by using a wide range of work ability management methods, and the continuous development of strategic and critical competencies.
Risks related to human rights
The most significant risks related to human rights arise from the production chain and are related to working conditions. Apetit is committed to, and requires its suppliers to commit to, its ethical requirements for suppliers, which describe sustainable operating principles concerning ethical, social and environmental aspects. Apetit Group’s ethical supplier requirements are based on the guidelines of the UN’s Global Compact initiative.
In its sourcing responsibility guidelines, Apetit has defined the statements required from suppliers regarding the management and realisation of social and environmental responsibility.
Risks related to corruption and bribery
If Apetit’s employees or stakeholders engage in unethical operations, this may have a negative effect on Apetit’s reputation, in addition to having financial effects. The most important management method to avoid unethical ways of working is to increase awareness of ethical operating methods, for example.
Non-financial information
Responsible operations and a value chain that enables sustainable food choices are key competitive advantages for Apetit. Apetit builds its operations around domestic raw materials and sustainable practices. At Apetit, corporate responsibility covers the continuous improvement of operations throughout the value chain, from the cultivation and procurement of raw materials and production to customers and ultimately to consumers. Through its actions, Apetit wants to increase the well-being of both the environment and people. The idea is also part of the company’s mission: Good food for everyone. Locally. Apetit's business model and value creation are described in more detail in its annual report.
Achieving growth from diverse plant-based food solutions and added-value products are at the heart of Apetit’s strategy for 2023–2025. As the cornerstone of its business, the company will continue to invest in cooperation with growers and in Finnish primary production. The strategic focus areas include the development of sustainable Finnish primary production, domestic plant proteins and a sustainable value chain. The company’s strategy is supported by the phenomena that drive changes in the operating environment. Climate action and sustainable alternatives are increasingly important factors in consumption decisions. This supports the demand for plant-based food products and the promotion of well-being as a food trend.
Managing corporate responsibility
Apetit’s operations are based on the company’s values, vision and mission. Its sustainability work is guided by its strategy, operating policy and Code of Conduct, as well as its procurement principles, which are based on the UN Global Compact initiative. Apetit is committed to compliance with the laws and other regulations of its countries of operation. Corporate responsibility is managed by the corporate management as part of its normal operations.
Apetit seeks to treat all of its stakeholders equally. Continuous interaction with stakeholders, as well as an attentiveness to their needs and wishes, is one of the cornerstones of the company’s sustainable operations. In cooperation with its key stakeholders, Apetit implemented an extensive process to determine the material themes of its corporate responsibility.
Sustainable value chain is one of Apetit’s strategic focus areas: We promote sustainable primary production and food choices. We reduce the impact of our operations on the climate and the environment. We make sure that our sourcing processes are transparent and sustainable. We ensure that social responsibility is realised throughout the value chain.
Apetit seeks to understand the impact of its operations on people, society and the environment comprehensively. The company has identified the environmental impacts of our value chain and works to reduce them and to promote the sustainable use of natural resources in the subject areas identified as material. Apetit collects systematically key figures and information from the most material aspects of its corporate responsibility to continuously develop sustainable operations.
More information about Apetit’s sustainability work is available in the corporate responsibility report. Apetit reports on its sustainable operations in accordance with the of the Global Reporting Initiative (GRI) standards.
Progress of corporate responsibility work
In its corporate responsibility program, Apetit has set goals for the progress of its corporate responsibility work. The corporate responsibility programme is based on sustainable food choices: Through its operations, Apetit wants to contribute to a food supply chain that supports the well-being of people and the environment.
Cultivation development and contract farming
Apetit carries out cultivation research and development operations on its experimental farm with the aim of securing the outdoor cultivation of vegetables by taking proactive measures to adjust cultivation methods in response to a changing environment and by providing farmers with the latest information and expertise. In 2023, Apetit’s agricultural research including cultivation and variety tests at Räpi experimental farm continues, for example, with studies on domestic pulses such as chickpeas. Apetit was the driving force in the establishment of the new oilseed plant production development group, RypsiRapsi-foorumi.
The climate impacts of operations
Apetit has reduced the Group’s Scope 1&2 emissions by nearly 70 per cent from 2019. The emissions reductions has been achieved by investing in renewable energy. In 2023, the new energy solution was deployed at Apetit’s Säkylä frozen foods plant. New energy solution is based on heat recovery and it makes possible to utilize biogas at the plant’s production processes.
Products and packaging solutions
The novelty products of Apetit for 2023 included, among other things, a new frozen vegetable mix, plant-based snack products and soup ingredients that make everyday life easier. According to Apetit’s product policy, the key elements of novelty products are Finnish origin, plant-based ingredients and nutritional value.
The amount of recyclable plastic used in Apetit’s product packaging increased further when recyclable packaging was introduced for frozen potato and oven and grill products, among others, in 2023.
Social impacts
In the personnel survey conducted in March 2023, the net recommendation index of eNPS meter was 7 (2022: 5). According to the results, the Group’s strengths include cooperation with supervisor, creating a good atmosphere, sufficient resources for work and commitment to work at Apetit. The occupational health and safety system of the Säkylä frozen foods plant was audited in autumn 2022 and granted an ISO 45001 occupational safety certificate.
Environment and climate
Apetit Group’s operations are guided by its operating policy and ethical principles, the goals of which include responsible environmental management and the management of environmental impacts. In its Corporate responsibility program, Apetit has set goals related to environmental impact, such as the goal of reducing its own CO2 emissions by 75 percent from 2019 to 2025. The Group’s environmental management system complies with the ISO 14001 standard in the Food Solutions business.
The impacts of Apetit's operations and value chain on environment and biodiversity arise mainly indirectly from the primary production of food and the production of other materials and the utilization of the natural resources used for them. Examples of natural capital goods used by Apetit include clean and nutrient-rich soil, clean water, crops and seeds, wild fish as well as wood and other wood fibres. Apetit’s operations depend on the maintenance of air and soil quality, the availability of clean water and the maintenance of biodiversity. The environmental impacts of the operations generated by Apetit’s entire value chain are related to all natural capital dependencies.
The goal is efficient and safe production that is in harmony with the environment. The direct environmental impacts of Apetit’s Food Solutions business are related to energy and water consumption and the treatment of process side streams and waste.
In the Oilseed Products business, environmental impacts are mainly related to energy consumption and the bleaching clay used in processing. The company uses a chemical-free mechanical method for vegetable oil milling. In addition, all operations generate a certain amount of packaging waste. Environmental impacts also arise from storage, transport and buildings.
Apetit is committed to continuous improvement with regard to environmental issues. Apetit participates in the Energy Efficiency Agreement system of Finnish industries and has committed to implementing the Food and Drink Industry Action Plan. The target for improving energy use in the food industry is 7.5 per cent for the 2017–2025 agreement period. In 2023, Apetit’s energy consumption was 0.5 (0.4) MWh per tonne produced.
As part of reducing its climate impacts and increasing its use of renewable energy, Apetit has commissioned the bioenergy plant built in conjunction with its vegetable oil milling plant in Kirkkonummi and deployed new energy solution to its Säkylä frozen products plant. The new energy solution is based on heat recovery and makes it possible to utilize steam produced by bioenergy.
All of the electricity used by Apetit Group’s production facilities has been generated from renewable energy sources starting from 1 April 2020. The use of energy produced with renewable natural resources and the development of energy efficiency have reduced the carbon footprint of Apetit Group’s Scope 1&2 emissions by nearly 70 per cent from 2019. Of all the energy used at Apetit’s production plants, 74 per cent were from renewable sources in 2023.
All of Apetit’s production facilities that are required to have an environmental permit are in possession of a current permit. During the year, there were no accidents with significant environmental impacts at the production facilities. An ammonia leak occurred at the Säkylä production facility, but no danger was caused to people or environment in the nearby area.
Related with the operations of the Kantvik vegetable oil milling plant, there have been several observations of odour nuisances. Apetit deployed a catalytic burner to the oil milling plant to eliminate odours in 2023.
The company is not aware of any significant individual environmental risks on the balance sheet date. The Group’s environmental costs were EUR 1.4 (1.4) million, or 0.8 (0.8) per cent of net sales. Environmental aspects are discussed in more detail in Apetit’s corporate responsibility report.
Climate-related risks and opportunities
Apetit has carried out a study on the risks and opportunities related to climate change in accordance with the recommendations of the TCFD (Task Force on Climate-related Financial Disclosures).
The most significant climate-related risks in both of Apetit’s businesses are harvest risks related to the procurement of raw material. Extreme weather phenomena caused by climate change can have a significant impact on annual harvest levels. Apetit manages this risk particularly by developing cultivation methods and conducting tests on different plant varieties. The financial impacts of changes in the harvest levels may be significant in the short term. In the long term, climate change may also lead to growing disease pressures due to changes in the cultivation conditions, for example.
The other potential climate-related risks are associated with regulations governing emissions and use of materials, for example. Apetit complies with the current national and EU-level legislation. The company also monitors and evaluates future regulations and their impacts on the Group’s operations. Apetit Group has identified the reduction of its climate impacts as one of the material aspects of its corporate responsibility.
Apetit’s most significant climate-related opportunities are related to changes in consumer behaviour, with eating habits shifting towards more plant-based diets and climate-friendly consumption. Apetit’s sustainable food solutions and plant-based food products support planetary health diets very well. Apetit is also developing the use of diverse plant proteins in its products.
Personnel
Apetit’s personnel strategy focuses on responsible leadership based on the company’s values and corporate culture, ensuring the availability of labour by focusing on retention and attraction factors, improving employees’ occupational well-being and ability to cope with the demands of work by using a wide range of work ability management methods, and the continuous development of strategic and critical competencies.
At Apetit, occupational safety culture is developed in line with the principle of continuous improvement. The key measures taken in 2023 to improve occupational safety were systematic safety observation practices, anticipatory investigations for incidents and near miss situations and occupational safety training for personnel.
In 2023, there were 14 (17) occupational accidents that led to at least a one-day absence. The accident frequency rate was 20 (27). In 2023, an ammonia leak occurred at the Säkylä production facility due to exceptional equipment failure and two people were hospitalised. Commuting accidents are also included in occupational accidents. Apetit aims for zero accidents.
Apetit seeks to reduce sickness absences. In 2023, the sickness absence rate was 4.8 (5.5) per cent. The sickness absence rate is the sickness absence time in relation to the theoretical regular working time.
Apetit monitors well-being at work and employee satisfaction by means of a Group-wide well-being at work survey, for example. In the survey, the personnel assess their experiences of personal well-being at work, the work atmosphere, safety at work, social support and supervisory work. In the personnel survey conducted in March 2023, the net recommendation index of eNPS meter was 7 (2022: 5). The next survey will be conducted in March 2024.
In January–December 2023, the continuing operations had 298 (288) employees in full-time equivalents. Apetit Group had 338 (329) employees at the end of December, including all types of employment. The number of employees at Apetit’s Säkylä plant varies during the year based on the harvest seasons.
The salaries and other remuneration paid to the employees of continued operations in 2023 amounted to EUR 17.1 (14.5) million.
Aspects related to personnel are discussed in more detail in the People section of Apetit’s annual report.
Quality and product safety
Product quality and product safety are key factors in Apetit’s operations. Apetit Group’s production facilities in Säkylä, Kantvik and Pudasjärvi have food safety systems certified in accordance with the GFSI standard: BRC in Säkylä and food safety systems according to FSSC 22000 standard in Kantvik and Pudasjärvi. The Säkylä and Kantvik plants also have their own laboratories for ensuring product safety.
The most significant risks related to product safety include foreign objects, risks related to allergen control and the accuracy of the labelling on product packaging. Apetit carried out 1 (1) product recalls in 2023.
Human rights and the prevention of corruption and bribery
Apetit requires its employees and partners to comply with its Code of Conduct. Apetit ensures the fair and equal treatment of employees by operating in line with the principles of its equality plan.
Apetit’s Code of Conduct prohibits the acceptance of direct or indirect bribes, as well as other benefits that can be regarded as bribes to acquire or maintain business operations. Apetit’s employees are required to familiarise themselves and comply with the Code of Conduct and report any deviations from the Code of Conduct via a designated whistleblowing channel. One report was submitted via the whistleblowing channel in 2023, related to employment matters. The matter has been handled within the company.
In addition, Apetit’s employees must not seek to ensure favourable decisions or services from the authorities through illegal means. Apetit’s employees must also avoid situations that are in conflict or may be construed to be in conflict with the personal and business interests of the employee. Apetit provides training on the key principles of competition legislation to all office employees to ensure fair and transparent competition on the market.
Apetit’s operating policy and ethical principles are supplemented by its ethical requirements for suppliers, which cover aspects related to laws and regulations, the environment, business ethics, forced and child labour, discrimination and oppression, the work environment and social conditions.
No human rights violations or corruption or bribery cases were reported in 2023.
Corporate governance
Corporate Governance Statement and Remuneration Report
Apetit’s Corporate Governance Statement and Remuneration Report will be published in conjunction with the publication of the Annual Report during the week 10. The statement and the report will be available on Apetit’s website after their publication.
Annual General Meeting 2023
Apetit Plc’s Annual General Meeting was held in Säkylä on 13 April 2023. The Annual General Meeting adopted the parent company’s financial statements and the consolidated financial statements, and discharged the members of the Supervisory Board, the Board of Directors and the CEO from liability for the financial year 2022.
Decisions of the Annual General Meeting 2023
Dividend distribution
The AGM decided according to the Board of Director’s proposal that a dividend of EUR 0.50 per share be paid for the financial year 2022. The dividend was paid on 25 April 2023. No dividend will be paid on shares held by the company.
Remuneration Report for Governing Bodies
The Annual General Meeting decided to adopt the Remuneration Report for 2022 for the governing bodies. According to the Companies Act, the decision is advisory. The Remuneration Report is available on the company’s website at apetit.fi/en/corporate-governance/remuneration/.
Election of the Supervisory Board, the Nomination Committee of the Supervisory Board and the auditors and deciding on their fees
The Annual General Meeting voted of the number of the members of the Supervisory Board. The Annual General Meeting decided that the Supervisory Board will have 16 members elected by the Annual General Meeting.
5 persons were appointed as re-elected to replace members of the Supervisory Board completing their term and 2 persons were elected as new members. Jaakko Halkilahti, Maisa Mikola, Petri Rakkolainen, Olli Saaristo and Mauno Ylinen were re-elected to the Supervisory Board. Juha Junnila and Samu Pere were elected as a new members to the Supervisory Board.
According to the shareholders’ proposal Henrika Vikman was re-elected as the member of the Supervisory Board's Nomination Committee and Nicolas Berner was elected as a new member of the Supervisory Board's Nomination Committee.
The Annual General Meeting decided according to the shareholders’ proposal that the monthly fee paid to the Supervisory Board’s chairman is EUR 1,000, and to the deputy chairman EUR 665. The meeting allowance paid to the members of the Supervisory Board and the members of the Supervisory Board´s Nomination Committee is EUR 300. In addition, compensation for travelling expenses are paid in accordance with the general travel rules of Apetit Plc.
According to the Board of Director’s proposal two auditors were elected for the company. According to the Board of Director’s proposal Ernst & Young Oy, authorized public accountants, with Erika Grönlund, APA as the auditor with principal responsibility and Osmo Valovirta, APA were re-elected as auditors. The auditors were elected until the end of the 2024 Annual General Meeting.
The auditors’ fees are paid according to an invoice approved by the company.
Authorising the Board of Directors to decide on the repurchase of the company’s own shares
According to the Board of Director’s proposal the Annual General Meeting decided to authorize the Board of Directors to decide on the repurchase of a maximum of 80,000 (eighty thousand) of the company’s own shares using the unrestricted equity of the company representing about 1,27 per cent of all the shares in the company. The authorization includes the right to accept company’s own shares as a pledge.
The authorization is valid until the closing of the Annual General Meeting 2024, however no longer than until 31 May 2024. The authorization replaces the earlier authorization for repurchasing the Company’s shares given on 5 May 2022.
Organisation of the Supervisory Board and election of the Board of Directors
At its meeting on 25 April 2023, Apetit Plc’s Supervisory Board elected Harri Eela as its Chairman and Maisa Mikola as the Deputy Chairman.
The Supervisory Board decided to elect six members to Apetit Plc's Board of Directors. Lasse Aho, Niko Simula, Annikka Hurme, Antti Korpiniemi and Kati Sulin were re-elected and Tero Hemmilä was elected as a new member as the members of the Board of Directors. Lasse Aho was appointed as the Chairman and Niko Simula as the Deputy Chairman of the Board of Directors.
It was decided that the Board members will be paid an annual remuneration of EUR 23,400 and that the Chairman and Deputy Chairman will receive an annual remuneration of EUR 45,000 and EUR 27,600, respectively. The remuneration will be paid in cash monthly. It was also decided that the Chairman and members of the Board of Directors will be paid a meeting allowance of EUR 600 and EUR 400, respectively.
Changes in the board of directors
At its meeting on 25 April 2023, Apetit Plc’s Supervisory Board elected Tero Hemmilä as a new member of the Board.
Shares and share ownership
Shares, share capital and trading
The shares of Apetit Plc are all in one series. All shares carry the same voting and dividend rights. The Articles of Association specify that the number of votes a shareholder is entitled to exercise cannot exceed one tenth of the votes represented at a general meeting. The nominal value of each of the company’s shares is EUR 2. At both the beginning and the end of the financial year, the total number of shares issued by the company stood at 6,317,576 and the registered share capital totalled EUR 12,635,152. The minimum amount of share capital is EUR 10 million, and the maximum amount is EUR 40 million.
Treasury shares
At the end of the review period, the company held a total of 81,775 treasury shares. These treasury shares represent 1.3 per cent of the company’s total number of shares and votes.
The company’s treasury shares carry no voting or dividend rights.
Flagging announcements
Apetit did not receive any flagging announcements during the financial year 2023.
Share price and trading
The number of Apetit Plc shares traded on the stock exchange during the review period was 550,902 (550,249), representing 8.7 (7.9) per cent of the total number of shares. The highest share price quoted was EUR 13.50 (13.90) and the lowest was EUR 10.10 (9.62). The average price of shares traded was EUR 12.35 (10.94). The share turnover for the period was EUR 6.8 (5.5) million. At the end of the review period, the market capitalisation was EUR 84.1 (64.4) million.
Managers’ transactions
Apetit’s managers’ transactions related to Apetit’s securities during the review period have been published as stock exchange releases and can be read on the company’s website.
Material events of the accounting period
Foison Oy was merged to the parent company Apetit Plc on 31 March 2023. Apetit Plc owned the whole share capital of Foison Oy. Foison Oy had no operations, and the merger procedure was necessary to clarify the organizational structure.
Short-term risks
The most significant short-term risks for Apetit Group are related to the management of raw material price changes, the availability of raw materials, the harvest quality and quantity of oilseed plants and field vegetables, the functioning of the financing markets, the solvency of customers, the delivery performance of suppliers and service providers, and changes in the Group’s business areas and customer relationships.
Events after the end of the financial year
The company had no significant events after the end of the financial year.
Assessment of expected future development
Group’s operating profit is estimated to stay at the level of the comparison year (EUR 7.5 million in 2023). The operating profit from Food Solutions is estimated to further improve. In Oilseed Products, the operating profit is expected to decline due to outlook of market prices.
Board of Directors’ proposals concerning profit measures and distribution of other unrestricted equity
The Board of Directors of Apetit Plc aims to ensure that the company’s shares provide shareholders with a good return on investment and retain their value. In line with its dividend policy, the company will distribute at least 40-60 per cent of the profit for the financial year in dividends.
The parent company’s distributable funds totalled EUR 48,765,742.28 on 31 December 2023, after adding the profit for the financial year, EUR 2,077,630.40. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.75 per share be paid. The dividend corresponding to this proposal is EUR 4,738,182.00 for all the company shares on the balance sheet date and EUR 4,676,850.75 for the shares in external ownership. No significant changes have taken place in the financial standing of the company since the end of the financial year. The company’s liquidity is good, and the Board deems that the company’s solvency will not be jeopardised by the proposed distribution of dividends. No dividend will be paid on shares held by the company.
Consolidated Statement of Comprehensive Income
EUR million Note 1-12/2023 1-12/2022
Continuing Operations
NET SALES (2) 175.5 181.7
Other operating income (4) 1.2 1.2
Material and services (7) -121.4 -137.3
Employee benefits expense (5) -20.9 -17.9
Depreciation and amortisation (2.8) -5.7 -5.7
Impairment (2.8) -0.0 -0.0
Other operating expenses (4) -21.1 -18.5
OPERATING PROFIT (2) 7.5 3.5
Financial income (9) 0.5 0.6
Financial expenses (9) -0.8 -0.8
Share of profit/loss accounted for using the equity method (14) 4.0 0.5
PROFIT/LOSS BEFORE TAX 11.3 3.8
Tax on income from operations (10) -1.5 -0.7
Profit/loss from continuing operations 9.8 3.2
Discontinued Operations
Profit/loss from discontinued operations (3) -0.0 2.0
PROFIT/LOSS FOR THE PERIOD 9.7 5.2
Earnings per share calculated on profit attributable to equity holders of the parent
Earnings per share, basic, Continuing Operations 1.56 0.51
Earnings per share, basic, Discontinued Operations -0.00 0.33
Earnings per share, basic (12) 1.56 0.83
Earnings per share, diluted, Continuing Operations 1.56 0.51
Earnings per share, diluted, Discontinued Operations -0.00 0.33
Earnings per share, diluted (12) 1.55 0.83
Profit attributable to:
Owners of the parent company 9.7 5.2
Other comprehensive income:
Exchange differences on translating foreign operations 0.1 -0.0
Cash flow hedges (25) 0.9 -0.0
Items that may be reclassified subsequently to profit or loss 1.0 -0.0
Other comprehensive income for the year net of tax 1.0 -0.0
TOTAL COMPREHENSIVE INCOME 10.7 5.1
Total comprehensive income attributable to:
Owners of the parent company 10.7 5.1
Consolidated Statement of Financial Position
EUR million Note 31.12.2023 31.12.2022
ASSETS
NON-CURRENT ASSETS
Intangible assets (13) 2.9 1.2
Goodwill (13) 0.4 0.4
Property, plant, equipment (13) 38.8 37.6
Right-of-use assets (13) 8.0 2.1
Shares in associated companies (14) 22.8 20.1
Other non-current financial assets (15) 0.5 0.3
Non-current trade and other receivables (16) - 0.0
Deferred tax assets (11) 1.5 3.2
NON-CURRENT ASSETS 74.9 64.9
CURRENT ASSETS
Inventories (18) 34.8 30.1
Trade receivables and other receivables (17) 7.4 7.5
Cash and cash equivalents (19) 14.0 14.8
CURRENT ASSETS 56.2 52.4
ASSETS 131.1 117.3
EUR million Note 31.12.2023 31.12.2022
EQUITY AND LIABILITIES
Share capital (20) 12.6 12.6
Share premium (20) 23.4 23.4
Unrestricted equity reserve 0.2 0.1
Treasury shares -1.2 -1.1
Hedging reserve -0.1 -1.1
Other reserves 7.2 7.2
Translation differences 0.0 -0.0
Retained earnings without profit/loss for the period 51.6 49.7
Profit/loss for the period 9.7 5.2
Equity attributable to owners of the parent company 103.5 96.0
EQUITY 103.5 96.0
NON-CURRENT LIABILITIES
Deferred tax liabilities (11) 0.0 0.1
Non-current liabilities, interest-bearing (23) 6.5 1.2
Liabilities from defined benefit plan (21) 0.2 0.2
NON-CURRENT LIABILITIES 6.7 1.5
CURRENT LIABILITIES
Current interest-bearing liabilities (23) 1.6 0.9
Trade Payables and Other Liabilities (24) 19.3 18.9
CURRENT LIABILITIES 20.9 19.8
Liabilities (2) 27.6 21.3
EQUITY AND LIABILITIES 131.1 117.3
Consolidated Statement of Cash Flows
EUR million Note 1-12/2023 1-12/2022
Cash flows from operating activities
PROFIT/LOSS FOR THE PERIOD 9.7 5.2
Adjustments to cash flow from operating activities * 3.4 5.3
Working capital changes -3.1 18.5
Interest paid -0.6 -0.3
Interest received 0.3 0.0
Other financial items -0.1 -0.2
Income taxes paid -0.0 -0.1
Net cash from operating activities 9.7 28.4
Cash flows from investing activities
Purchase of tangible and intangible assets -7.5 -5.0
Proceeds from sale of tangible and intangible assets 0.0 -0.0
Purchase of investments -0.2 -
Proceeds from disposal of discontinued operations 0.0 16.4
Dividends received 1.3 0.3
Net cash used in investing activities -6.4 11.7
Cash flows from financing activities
Purchase of treasury shares -0.2 -
Proceeds from sale of treasury shares 0.1 -
Addition / deduction of current borrowings (22) -0.0 -29.1
Payment of lease liabilities (22) -1.0 -1.1
Dividends paid -3.1 -2.5
Addition / deduction of cash equivalents 0.1 -
Net cash used in financing activities -4.1 -32.7
Net change in cash and cash equivalents -0.8 7.3
Cash and cash equivalents at the beginning of the period (19) 14.8 7.5
Cash and cash equivalents at the end of the period (19) 14.0 14.8
* Adjustments to cash flow from operating activities
Depreciation, amortisation and impairment 5.7 6.2
Gains and losses of disposals of fixed assets and other non-current assets 0.0 -0.0
Share of profit/loss accounted for using the equity method (14) -4.0 -0.5
Other non-cash items -0.1 0.4
Financial income and expenses 0.4 0.4
Tax on income from operations (10) 1.4 1.1
Other adjustments -0.0 -2.3
Total 3.4 5.3
Consolidated Statement of Changes in Equity
EUR million Share capital Share premium Unrestricted equity reserve Treasury shares Hedging reserve Other reserves Translation differences Retained earnings Total equity
EQUITY 1.1.2023 12.6 23.4 0.1 -1.1 -1.1 7.2 -0.0 54.9 96.0
Profit/loss for the period - - - - - - - 9.7 9.7
Cash flow hedges - - - - 0.9 - - - 0.9
Translation differences 0.0 - - - - - 0.0 0.0 0.1
Other comprehensive income for the year net of tax 0.0 - - - 0.9 - 0.0 0.0 1.0
Comprehensive income 0.0 - - - 0.9 - 0.0 9.8 10.7
Dividend distribution - - - - - - - -3.1 -3.1
Share-based payments - - 0.1 -0.1 - - - 0.1 0.2
Other changes -0.0 - - - -0.0 - - -0.2 -0.2
Changes in equity total 0.0 - 0.1 -0.1 0.9 - 0.0 6.5 7.5
EQUITY 31.12.2023 12.6 23.4 0.2 -1.2 -0.1 7.2 0.0 61.4 103.5
EUR million Share capital Share premium Unrestricted equity reserve Treasury shares Hedging reserve Other reserves Translation differences Retained earnings Total equity
EQUITY 1.1.2022 12.6 23.4 0.1 -1.2 -1.0 7.2 -0.0 52.1 93.3
Profit/loss for the period - - - - - - - 5.2 5.2
Cash flow hedges - - - - -0.0 - - - -0.0
Translation differences -0.0 - - - - - -0.0 -0.0 -0.0
Other comprehensive income for the year net of tax -0.0 - - - -0.0 - -0.0 -0.0 -0.0
Comprehensive income -0.0 - - - -0.0 - -0.0 5.2 5.1
Dividend distribution - - - - - - - -2.5 -2.5
Share-based payments - - - 0.0 - - - 0.1 0.1
Other changes 0.0 - - - -0.0 - - -0.0 -0.0
Changes in equity total -0.0 - - 0.0 -0.1 - -0.0 2.7 2.7
EQUITY 31.12.2022 12.6 23.4 0.1 -1.1 -1.1 7.2 -0.0 54.9 96.0
Notes to the consolidated financial statement
Note 1. Accounting principles
Company details
Apetit plc is a Finnish public limited company established under Finnish law. Its registered office is in Säkylä and the registered address is PO Box 100, FI-27801 Säkylä, Finland. Business ID is 0197395-5. The company’s name is Apetit Oyj, in Swedish Apetit Abp and in English Apetit Plc.  
On 14 February 2024, the Apetit Plc Board of Directors approved the financial statements for publication. According to the Finnish Companies Act, shareholders have the option of approving or rejecting the financial statements at the Annual General Meeting held after their publication. The Annual General Meeting also has the opportunity to make a decision to amend the financial statements.
Main operations
Apetit Plc is a food industry company listed on the Nasdaq Helsinki Ltd. The trading code of the share is APETIT.
Apetit’s continuing operations are Food Solutions and Oilseed Products. In addition, Apetit reports Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange, that are not allocated to the business segments.

Grain Trade is reported as a discontinued operation starting from the Q1/2022 Business Review. The divestment of the Estonian grain trade business to Scandagra was completed on 10 March 2022, and the divestment of the Lithuanian business was completed on 31 March 2022. The divestment of the Finnish operations of the Grain Trade business to Berner Ltd was completed on 31 May 2022.
Operating segments                                   Products and services
Food Solutions
Apetit Ruoka Oy Frozen foods
Oilseeds Products
Apetit Kasviöljy Oy Trade in vegetable oils and protein feed
Apetit Kantvik Oy*** Manufacture of vegetable oils and protein feed
Group Functions
Apetit Oyj Group management, strategic projects and listing on the stock exchange
Foison Oy*** Holding in Apetit Kasviöljy Oy
Lännen Sokeri Oy Non-operative company
Grains and Oilseeds Business
Apetit Kasviöljy Oy * Trade in grains, oil seeds and animal feedstuff
Avena Nordic Grain OÜ, Estonia ** Trade in grains, oil seeds and animal feedstuff
OOO Avena-Ukraine, Ukraine ** Trade in grains, oil seeds and animal feedstuff
* Activities ended
** Company dissolved
*** Merged during 2023
Associated companies
Sucros group Manufacture, marketing and sales of sugar
Foodwest Oy Food product development company
Accounting principles
Basis of preparation
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) complying the IAS and IFRS standards as well as the SIC and IFRIC interpretations valid on the date of the financial statement. The International Reporting Standards refer to standards and their interpretations approved for adoption within the EU in accordance with the procedure enacted in EC regulation 1606/2002. The notes to the consolidated financial statements are also in accordance with Finnish accounting and company legislation. The consolidated financial statements have been drawn up on the basis of historic acquisition costs, except for those financial assets and liabilities which are recognised in income at fair value and derivative financial instruments measured at fair value.
Preparation of the financial statements in accordance with the IFRS standards requires the Group’s management to make certain assessments and exercise judgement in applying the accounting principles. Details of the judgements made by the management in applying the accounting principles observed by the Group, and of those aspects which have the greatest impact on the figures reported in the financial statements, are given below under the heading ‘Accounting principles requiring executive judgement and the main uncertainties concerning the assessments made’.
Consolidation principles
Control is created if the Group is exposed to a variable return on the investee or is entitled to its variable return and is also able to exercise its power over the investee and thereby affect the amount of return received. Acquisition of subsidiaries is accounted for using the acquisition cost method. Acquisition cost is the aggregate of the consideration given at fair value at the time of acquisition and the amount of liabilities incurred or liabilities assumed. Identifiable assets and liabilities acquired in a business combination are measured initially at fair value at the time of acquisition, regardless of the amount of any minority interest. The amount by which the acquisition cost exceeds the Group's share of the fair value of the identifiable net assets acquired is recognized as goodwill. If the acquisition cost is less than the fair value of the net assets of the acquired subsidiary, this difference is recognized directly in the income statement.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and the consolidation ends on the date that control ceases.
Intra-group transactions, receivables and liabilities as well as unrealised gains from intra-group transactions are eliminated in the consolidated financial statements. Unrealised losses are also eliminated unless the transaction indicates that the value of the transferred asset is impaired.
Associates are companies in which the Group has significant influence. Significant influence is exercised when the Group owns more than 20% of the voting rights of the company or otherwise has significant influence, but not control. Associates are consolidated in the consolidated financial statements using the equity method. If the Group's share of the losses of the associate exceeds the carrying amount of the investment, the investment is recorded in the balance sheet at zero value and the excess of the carrying amount is not aggregated unless the Group is committed to meeting the obligations of the associates. Unrealised gains between the Group and the associate have been eliminated in accordance with the Group's shareholding. An associate's investment includes goodwill arising from its acquisition.
Assets held for sale and discontinued operations
Non-current assets and assets and liabilities related to discontinued operations are classified as held for sale if their carrying amounts are expected to be recovered primarily through sale rather than through continuing use. Classification as held for sale requires that the following criteria are met; the sale is highly probable, the asset is available for immediate sale in its present condition subject to usual and customary terms, the management is committed to the sale, and the sale is expected to be completed within one year from the date of classification.
Prior to classification as held for sale, the assets or assets and liabilities related to a disposal group in question are measured according to the respective IFRS standards. From the date of classification, non-current assets held for sale are measured at the lower of the carrying amount and the fair value less costs to sell, and the recognition of depreciation and amortization is discontinued. A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale, and represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.
The result from the discontinued operations is shown separately in the consolidated statement of income and the comparison figures are restated accordingly. Non-current assets held for sale are presented in the statement of financial position separately from other items. The comparison figures for the statement of financial position are not restated.
Foreign currency items
The figures for the financial performance and standing of each of the Group’s units are measured in the currency of the unit’s principal operating environment (‘functional currency’). The consolidated financial statements are presented in euros, which is the functional and reporting currency of the Group’s parent company. Foreign currency transactions are recognised as amounts denominated in the functional currency using the rate prevailing on the transaction date. At the balance sheet date, monetary receivables and payables are translated using the closing rate. Exchange differences arising from translation are recognised in the income statement. Exchange gains and losses from operating activities are included in the corresponding items above the operating profit.
The income statements of foreign subsidiaries have been translated into euros using average rates for the reporting period, and their balance sheets translated using the closing rates. The exchange difference due to the use of average rates in the income statement translations and closing rates in the balance sheet translations is recognised as a separate item under shareholders’ equity.
In preparing the consolidated financial statements, the translation difference due to exchange rate fluctuations, in regard to the shareholders’ equity of the subsidiaries and associates, is recognised via other comprehensive income in the translation differences of the consolidated shareholders’ equity. If a foreign subsidiary or associate is disposed of, the accrued translation difference is recognised in the income statement under profit or loss.
Net sales and revenue recognition
Sales are recognised at the value that reflects the compensation the company expects to receive from its customers when control is transferred. The Group’s sales in all business segments take place at a single time.
Food Solutions segment sells frozen vegetables and frozen ready meals  to retail chains and food wholesalers operating in Finland and European Union. Finland is the main market area.
Oilseed Products segment sells vegetable oils and expeller. Sales focus on Finland, but there are also sales to the European Union and  third countries.
Grain Trade that is reported as discountinuing operation sold grains, oilseeds and feed raw materials mainly in Finland and within the European Union, but also in other markets. The largest one-off sales were maritime shipments that were recognised as revenue once control has been transferred to the buyer. Foreign grain trade complied with international delivery and trading terms and conditions, with monetary compensation mainly being transferred at the time of revenue recognition. Grain trade in Finland was primarily based on selling on credit in line with regular terms and conditions.
The Group has factored a significant part of Finnish trade receivables to a financial institution, which bears e.g. the customer’s credit risk. Foreign credit sales are either factored or hedged with credit insurance.  The sale of receivables to a financial institution and the use of credit insurance reduce the Group's counterparty risk. Factored receivables are not included in the consolidated balance sheet.
Customary terms of payment apply to selling on credit. Some sales include customary bonus or marketing support obligations, which are assessed on an agreement level and regosnised in the income statement and in the balance sheet on accrual basis. The Group’s sales do not involve material guarantees or other liabilities.
Interest income is recognized using the effective interest method and dividend income when the right to the dividend is recorded.
Pension liabilities
A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in income.
For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
Share-based payments
The fair value of the share-based payments is determined at the grant date. The expense is recognized evenly over the vesting period. The fair value of the payments settled in shares is determined based on Apetit Plc’s share price at the stock exchange at the grant date deducted by expected dividends. The payments settled in cash are remeasured at each reporting date until the settlement. Apetit Plc share-based payments include only non-market-based performance criteria such as profitability conditions. The total amount to be expensed over the vesting period is determined based on the estimate of the number of the shares that are expected to be vested by the end of the vesting period. The impact of the revision of original estimates is recognized in the statement of income. On a cumulative basis expense is recognized only to the extent that share-based payments have finally vested. For payments settled in shares the expense is recognized against equity and for payments settled in cash the expense is recognized against liabilities/cash.
Provisions
A provision is recognised when the Group has a legal or constructive obligation based on a past event and it is probable that the fulfilment of this obligation will require a contribution, and the amount of the obligation can be reliably estimated. Provisions are valued at the present value of the costs required to cover the obligation.
Provisions are made in connection with operational restructuring, onerous contracts, litigation and environmental and tax risks. A restructuring provision is recognised when a detailed and appropriate plan has been drawn up for it, sufficient grounds have been given to expect that the restructuring will occur and information has been issued on it.
Income taxes
Income taxes recognised in the consolidated income statement comprise taxes levied on an accrual basis on the reporting period results of Group companies, based on the taxable profits calculated for each Group company in accordance with the local tax regulations, as well as tax adjustments from previous periods and changes in deferred tax.
Deferred tax assets and liabilities are calculated on the temporary differences between the taxable values and the book values of assets and liabilities, in accordance with the liability method. Deferred taxes are recognised in the financial statements using the tax rates that apply up to the balance sheet date.
The most material temporary differences arise from fixed assets, lease agreements, consolidation, inventories, unused tax losses and revaluation of derivative financial instruments. Deferred tax assets are recognised up to an amount where it is probable that they can be utilized against future taxable profits. Deferred taxes are not recognised on goodwill which is not tax deductible
In the case of derivative financial instruments covered by hedge accounting and available-for-sale financial assets, the deferred taxes related to value adjustments recognised directly under the statement of comprehensive income are also recognised directly under the statement of comprehensive income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when the accrued income taxes are levied on the same tax authority.
Borrowing costs
Borrowing costs are recognised under the expenses for the period in which they arose. Directly attributable borrowing costs related to the acquisition, construction or production of a qualifying asset, for example, factory building, are capitalised. Where clearly linked to a specific loan, transaction costs arising directly from loans are included in the loan’s original amortised cost and divided into a series of interest expenses using the effective interest method.
Research and development costs
Research costs is expensed as incurred. Development costs are recognised on the statement of financial position when all of the following criterias are met:
- research and development phases can be separated from each other
- completion is technically feasible so that the asset can be used or sold
- completion is certain and the asset will be either used or sold
- it can be demonstrated that the asset will generate probable future economic benefit and that the company has the adequate resources to use or sell the intangible asset
- development expenditure can be reliably measured
If the development expenditure does not meet all the above criteria, it is expensed as incurred.
Intangible assets
Goodwill
Goodwill corresponds to that part of the cost of acquiring the company which is in excess of the Group’s share of the fair value of the acquired company’s net assets on the acquisition date. Goodwill is tested annually for impairment. For this purpose goodwill is allocated to appropriate cash-generating units. Goodwill is valued at historic acquisition cost less any impairment. In the case of associated company, goodwill is included in their investment value. Goodwill generated through acquisitions of foreign business combinations is measured in the currency of the foreign operations and translated using the period end rates.
Other intangible assets
An intangible asset is recognised in the balance sheet at the original acquisition cost in a case where the cost can be determined reliably and it is likely that an expected financial benefit derived from the asset will turn out to be to the company’s benefit.
Patents, trademarks and other intangible assets with a limited useful life are capitalised in the balance sheet and amortised on a straight-line basis over the period of their useful lives. Intangible assets do not include assets with an unlimited useful life.
Depreciation period for intangible assets:
Development costs 5 years
Other intangible assets 5-10 years
Assets whose useful life has not yet expired and fully depreciated fixed assets that are still used in operating activities are included in the acquisition cost of assets. Similar principles apply to accumulated depreciation.
Subsequent expenditure relating to intangible assets is recognised as an asset only if its financial benefit to the company exceeds the originally estimated level of performance. Otherwise the expenditure is recognised as a cost at the time it is incurred.
Property, plant and equipment
Property, plant and equipment have been measured at historic acquisition cost less depreciation and impairment. These assets are subject to straight-line depreciation over the period of their useful lives. The residual value of the assets and their useful lives are reviewed each time the financial statements are prepared and, when necessary, are adjusted to reflect any change in the economic benefits expected. Land is not subject to depreciation.
The estimated useful lives are as follows:
Property and plant 10-40 years
Machinery and equipment 5-15 years
Property, plant and equipment are no longer depreciated when they are classified as assets held for sale.
Assets whose useful life has not yet expired and fully depreciated fixed assets that are still used in operating activities are included in the acquisition cost of assets. Similar principles apply to accumulated depreciation. Repair and maintenance costs of tangible assets are recognised as expenses when incurred.
Government grants
Government grants received for the acquisition of fixed assets are recognised as deductions in the book values for property, plant and equipment. The grants are released to profit through smaller depreciations during the use of the asset in question.
Leases
Lease agreements are valued to present value by discounting contractual lease payments. The discount rate used in the valuation is the Group's incremental borrowing rate The maturity of a lease agreement is assessed on a contract-by-contract basis and the option to extend is used only when it is highly probable that sush option is to be excercised. The present value of the agreement is recognized in the balance sheet as a right-of-use asset and a right-of-use liability.
Right-of-use assets depreciated on a straight-line basis over the lease term. The rent payments are allocated to the principal and financial expenses. Financial expenses are calculated from the remaining right-of-use liability using the Group's incremental borrowing rate.
The Group uses the exemptions permitted by the standard and does not apply the standard to under 12 months short-term and low-value leases. Therefore, payments for short-term leases and low value leases are recognized as expenses on an accrual basis.
Impairment
The book values for assets are assessed for any signs of impairment. If there are signs of impairment, an estimate is determined for the amount recoverable on the asset. An impairment loss is recognised if the balance sheet value of the asset or the cash-generating unit exceeds the recoverable amount. Impairment losses are recognised in the income statement.
The impairment loss of a cash-generating unit is first allocated to reducing the goodwill attributed to the unit, and then to reducing other assets of the unit on a pro rata basis.
The recoverable amount of intangible, tangible and right-of-use assets is determined at the higher of the fair value less costs to sell and the value in use. In determining the value in use, the estimated future cash flows are discounted to their present value on the basis of discount rates applying to the average pre-tax capital costs of the cash-generating unit in question. The discount rates also take into account any special risk associated with the cash-generating units.
Impairment losses on tangible, right-of-use and intangible assets other than goodwill are reversed if a change has occurred in the estimates used in determining the recoverable amount of the asset. The amount by which an impairment loss is reversed is no more than the book value (less depreciation) that would have been determined for the asset if no impairment loss had been recognised on it in previous years. Impairment losses recognised on goodwill are not reversed.
Inventories
Inventories have been measured at the lower of acquisition cost and net realizable value. The net realizable value is the estimated selling price in the ordinary course of business, after deduction of the estimated costs of completion and the estimated costs necessary to make the sale.
The value of inventories has been determined using the weighted average price method or standard costing method, and includes all direct costs of acquisition and other indirect costs to be allocated. The cost of each inventory item produced comprises not only the purchase costs of materials, direct labour costs and other direct costs, but also a proportion of production overheads, but not selling or financing costs. The value of inventories has been reduced for obsolescent assets.
Financial instruments
The Group’s financial assets are classified into the following categories:
financial assets measured at amortised cost and financial assets recognised at fair value through the income statement. This classification is based on the business model according to which the financial asset is managed and on agreement-based cash flow properties. Transaction costs are included in the original book value of the financial assets for items not measured at fair value through the income statement. All purchases and sales of financial assets are recognised on the transaction date. Financial assets recognised at fair value through the income statement include derivatives not covered by hedge accounting and publicly listed shares. Financial assets recognised at amortised cost include trade receivables and certain other receivables.
The Group may sell trade receivables to financing companies. Sold trade receivables are derecognised on the consolidated balance sheet once payment for the trade receivables has been received from the buyer and all material risks and benefits related to ownership have been transferred to the buyer.
Cash and cash equivalents in the balance sheet and cash flow statement comprise cash, bank deposits from which withdrawals can be made and other short-term highly liquid investments. Items classified in cash and cash equivalents have a maximum of three months maturity from the acquisition date.
The Group’s financial liabilities are classified as financial liabilities recognised at amortised cost and financial liabilities recognised at fair value through the income statement. Financial liabilities recognised at amortised cost include trade payables and other liabilities and loans. Financial liabilities recognised at fair value through the income statement include derivatives that do not meet the criteria for hedge accounting. Unrealised and realised gains and losses related to changes in the fair values of such derivatives are recognised through the income statement for the period during which they arise.
Financial assets and liabilities recognised at fair values are measured primarily using publicly quoted prices. Market prices are normally available for commodity derivatives used by the Group. If publicly quoted prices are not available, fair value is measured with standardized valuation methods using for example interest rates and discounted cash flows and price quotations from market counterparties.
Financial liabilities are originally recognised at fair value less transaction costs directly related to the acquisition or issuance of the item in question. Financial liabilities, excluding derivative liabilities, are later measured at amortised cost using the effective interest method. Financial liabilities are included in non-current and current liabilities, and they may be interest-bearing or non-interest-bearing.
The Group determines impairment of financial assets measured at amortised cost based on expected credit losses. The estimate of a valuation allowance concerning expected credit losses is based on experiences of actual credit losses, considering the financial conditions at the time of examination and an estimate of future expectations. Trade receivables are derecognised on the balance sheet as final credit losses once it is no longer reasonable to expect payment for them. An indication of final payment failure is for example a payment being overdue by more than 90 days. If payment is later received for items recognised as final credit losses, the payment is recognised as offset on the same line in the income statement.
Derivative financial instruments are initially recognised at fair value on the date a contract is entered into and are subsequently re-measured at their fair value. The Group applies cash flow hedge accounting to certain interest rate swaps, forward currency and commodity derivative contracts. When hedging is initiated, the financial relationship between hedging instruments and hedged items is documented and whether changes in the cash flows of hedged items are expected to offset the changes in the cash flows of hedging instruments. In addition, the objectives of risk management and strategies for taking hedging actions are documented. The hedged cash flow must be highly probable, and the cash flow must ultimately affect the income statement.
For hedges that meet the terms for hedge accounting, the effective portion of the change in fair value of a hedge is recognised in the statement of comprehensive income until the hedged transaction affects the income statement. Any residual ineffective portion for interest rate and currency derivatives is recognised to financial items and for commodity derivatives to other operating income or expenses. The cumulative change in fair value recognised in other comprehensive income is recognised to purchases or sales or financial items based on their nature on the same date that the cash flow from the hedged transaction is recognised in the income statement. When a derivative financial instrument expires, is sold or does not meet the hedge accounting criteria, the cumulative change in the fair value of the hedging instrument will remain in the hedge reserve and is recognised in income statement on the same date that the cash flow of the hedged item is recognised in the income statement. The cumulative fair values of the hedging instruments are transferred immediately from the hedge reserve to other operating income or expense or financial items based on their nature if the hedged cash flow is no longer expected to occur.
Despite certain hedging relationships fulfil the effective hedging requirements of the Group’s risk management policy, the Group does not apply hedge accounting to all transactions done in hedging purpose. These instruments’ fair value changes are recognised in other operating income or expense or financial items based on their nature.
Equity
Purchases of own shares are deducted from equity attributable to shareholders of the parent company up till the shares are cancelled or transferred back to circulation. Dividend distribution to the company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the company’s shareholders.
Accounting principles requiring executive judgement and the main uncertainties concerning the assessments made
In preparing the consolidated financial statements in accordance with international accounting practices, the company’s management has had to make assessments and assumptions that affect the amount of assets, liabilities, income and expenses recognised in the accounts and the contingencies presented. These assessments and assumptions are based on experience and on other reasonable suppositions that are believed to be realistic in the circumstances that constitute the basis for the estimates of items recognised in the financial statements. The outcome may deviate from these estimates.
The Group tests annually goodwill from the associated company Sucros Oy and from Frozen foods products for possible impairment and assesses any indication of impairment. The recoverable amounts of units that generate cash flow are based on value in use calculations. These calculations require the use of estimates.
Determination of the fair value of tangible and intangible assets acquired in business combinations requires estimations by management and is often based on assessment of asset cash flows.
The utilization of deferred tax assets against future taxable income is assessed annually based on management's assessment.
Other assessments including management judgement are mainly related to restructuring plans, the extent of obsolescent inventories, environmental, litigation and tax risks.
Preparation of financial statements in ESEF format
The financial statements are reported in electronic ESEF format. The main statements of the financial statements and disclosures are marked with the XBRL taxonomy. The ESEF fromat financial statements have been reviewed by the auditor .
New IFRS standards and IFRIC interpretations
The new IFRS standards, amendments to standards and IFRIC interpretations effective after the end of the financial year are not expected to have a material impact on the Group.
Note 2. Operating segments
The segment information is based on the Group's organisation and management reporting structure.
Apetit’s continuing operations are Food Solutions and Oilseed Products. In addition, Apetit reports Group Functions, consisting of the expenses related to Group management, strategic projects and listing on the stock exchange, that are not allocated to the business segments.
Grain Trade is reported as a discontinued operation starting from the Q1/2022 Business Review. The divestment of the Estonian grain trade business to Scandagra was completed on 10 March 2022, and the divestment of the Lithuanian business was completed on 31 March 2022. The divestment of the Finnish operations of the Grain Trade business to Berner Ltd was completed on 31 May 2022.
Intra-group sales take place at arm’s length prices. The assets and liabilities of a segment are such items of the business operations that the segment uses in its business operations or that can be allocated to a segment on reasonable basis. Tax and financing items together with items common to the whole Group are unallocated assets and liabilities. Reported figures are based on IFRS standards.
1-12/2023
EUR million Food Solutions Oilseed Products Group Functions Continuing Operations Discontinued Operations Apetit Group
Segment net sales 73.7 102.4 - 176.1 - 176.1
Intra-group net sales -0.0 -0.6 - -0.6 - -0.6
Net sales 73.7 101.8 - 175.5 - 175.5
OPERATING PROFIT 5.8 4.6 -2.9 7.5 -0.1 7.5
Assets 56.4 33.8 - 90.2 - 90.2
Unallocated 40.9
Total assets 56.4 33.8 - 90.2 - 131.1
Liabilities 20.8 5.8 - 26.6 - 26.6
Unallocated 1.0
Total liabilities 20.8 5.8 - 26.6 - 27.6
Gross investments in non-current assets 4.3 1.7 1.5 7.5 - 7.5
Business acquisitions and other investments 0.2 - - 0.2 - 0.2
Depreciation and amortisation 3.7 1.6 0.4 5.7 - 5.7
Impairment - 0.0 - 0.0 - 0.0
Personnel, FTE 236 50 13 298 - 298
1-12/2022
EUR million Food Solutions Oilseed Products Group Functions Continuing Operations Discontinued Operations Apetit Group
Segment net sales 64.2 118.2 - 182.3 67.2 249.5
Intra-group net sales -0.0 -0.6 - -0.6 -17.0 -17.7
Net sales 64.2 117.5 - 181.7 50.1 231.8
OPERATING PROFIT 4.2 1.5 -2.2 3.5 2.7 6.2
Assets 42.2 34.2 - 76.3 0.1 76.4
Unallocated 40.9
Total assets 42.2 34.2 - 76.3 0.1 117.3
Liabilities 12.4 7.1 - 19.5 0.8 20.2
Unallocated 1.1
Total liabilities 12.4 7.1 - 19.5 0.8 21.3
Gross investments in non-current assets 4.3 0.7 0.1 5.0 - 5.0
Business acquisitions and other investments - - 0.0 0.0 - 0.0
Depreciation and amortisation 3.4 1.6 0.7 5.7 0.4 6.1
Impairment 0.0 0.0 - 0.0 0.1 0.1
Personnel, FTE 230 47 11 288 16 303
Geographical information
Net sales Non-current assets
EUR million 2023 2022 2023 2022
Finland 143.0 189.4 74.9 64.9
Norway 19.5 21.6 - -
Germany - 5.0 - -
Sweden 6.7 6.6 - -
Other countries 6.2 9.2 - -
Total 175.5 231.8 74.9 64.9
The group has one customers whose turnover exceeded 10% of the entire group's turnover. The turnover of this customer was 27.4 million euros (15.6%) and it was accumulated from the Food Solutions and Oilseed Products segments.
Note 3. Discontinued operations and non-current assets held for sale
Discontinued operations
Discontinued operations includes the Grain Trading business unit, which was classified as a discontinued operation in March 2022. On March 23, 2022, Apetit announced that it had agreed to sell Avena's domestic grain trading business and the grain warehouses and port operations located in Finland to Berner Ltd. The transaction was completed on May 31, 2022. Already on December 28, 2021, Apetit announced that its subsidiary Avena Nordic Grain had agreed to sell the Baltic operations of the Grain Trade business unit to the Scandagra Group, including the business of Avena's Estonian and Lithuanian companies. The transaction with Scandagra Group was completed in March 2022.
Result from discontinued operations
EUR million 1-12/2023 1-12/2022
REVENUE - 67.2
Other income and expense items -0.1 -64.5
OPERATING PROFIT -0.1 2.7
Financial income and expense -0.0 -0.2
PROFIT/LOSS BEFORE TAX -0.1 2.5
Tax on income from operations 0.1 -0.4
PROFIT/LOSS FOR THE PERIOD -0.0 2.0
Cash flow
EUR million 1-12/2023 1-12/2022
Net cash from operating activities -0.0 6.9
Net cash used in investing activities - 16.4
Net cash used in financing activities 0.0 -23.3
Net change in cash and cash equivalents - -
Consideration received
EUR million 1-12/2023 1-12/2022
Cash received - 16.8
Costs attributable to the sales of business and adjustments to consideration - -0.4
Carrying amount of net assets sold - -14.0
Gain on sale before income tax - 2.3
Income tax expense - -0.5
Gain on sale after income tax - 1.9
Gain on sale before income tax  is included in Income and Expenses in the Result for the period, discontinued operations.
Carrying amount of net assets sold
EUR million 1-12/2023 1-12/2022
Tangible assets - 1.2
Inventories - 13.1
Trade payables and other liabilities - -0.3
Net assets sold - 14.0
Note 4. Other operating income and expenses
EUR million 1-12/2023 1-12/2022
Other operating income
Government subsidies 0.1 0.1
Gain on disposal of non-current assets, tangibles 0.0 -
Rental income 0.2 0.2
Other operating income 0.9 0.9
Total 1.2 1.2
Other operating expenses
Rents and leases 1.6 1.6
Administrative expenses 1.2 1.2
IT and communication expenses 1.7 1.5
Sales and marketing expenses 2.7 2.3
Maintenance expenses 5.1 4.4
Other selling expenses 4.5 4.2
Other items 4.4 3.2
Total 21.1 18.5
Audit fees paid by the Group to its independent auditor
EUR million 1-12/2023 1-12/2022
Regular statutory audit services 0.2 0.1
Other statutory audit services 0.0 0.0
Total 0.2 0.1
Note 5. Employee benefits expense
EUR million 1-12/2023 1-12/2022
Salaries and fees 17.1 14.5
Pension expenses 3.0 2.6
Other employee benefit 0.9 0.8
Total 20.9 17.9
Note 6. R&D expenses
R & D expenses of continuous operations amounted to EUR 1.6 (1.4) million, representing 0.9% (0.8%) of the net sales. In addition, a total of EUR 0.3 (0.2) million worth of development costs have been capitalised in the balance sheet.
Note 7. Materials and services
EUR million 1-12/2023 1-12/2022
Purchases during the period 122.1 130.4
Change in stocks -4.7 3.5
External services 4.0 3.4
Total 121.4 137.3
Note 8. Depreciation, amortisation and impairment
EUR million 1-12/2023 1-12/2022
Depreciation
Intangible assets 0.3 0.4
Buildings 1.4 1.7
Machinery and equipment 2.9 2.7
Right-of-use assets 1.1 0.8
Other tangible assets 0.0 0.0
Total 5.7 5.7
Impairment
Tangible assets 0.0 0.0
Total 0.0 0.0
Note 9. Financing income and expenses
EUR million 1-12/2023 1-12/2022
Finance income
Interest income 0.3 0.5
Foreign exchange gain 0.0 0.0
Other financial income 0.2 0.1
Total 0.5 0.6
EUR million 1-12/2023 1-12/2022
Finance expense
Interest on borrowings from others 0.5 0.4
Foreign exchange loss 0.0 0.0
Other financial expenses 0.3 0.3
Total 0.8 0.8
Note 10. Income taxes
EUR million 1-12/2023 1-12/2022
Tax on income from operations
Tax on income from operations -0.0 -
Tax for previous accounting periods - 0.0
Change in deferred tax asset -0.9 -0.4
Change in deferred tax liability -0.6 -0.2
Total -1.5 -0.7
Tax calculation
Accounting profit before taxes 11.3 3.8
Tax at the domestic rate -2.3 -0.8
Tax for previous accounting periods - 0.0
Effect of associated company results 0.8 0.1
Other items -0.0 0.0
Taxes  in income statement -1.5 -0.7
Income tax expense is attributable to
Continuing operations -1.5 -0.7
Discontinued operations 0.1 -0.4
Total -1.4 -1.1
Note 11. Deferred tax assets and liabilities
Reconciliation of deferred tax assets and liabilities to balance sheet
EUR million 1.1.2023 Recognised in income statement Recognised in other comprehensive income Recognised directly in equity 31.12.2023
Deferred tax assets
Carry forward of unused tax losses 3.3 -0.9 - - 2.4
Deferred depreciation 0.5 -0.0 - - 0.5
Intangible and tangible assets 0.0 0.0 - - 0.0
Derivative instruments 0.2 - -0.2 - -
Other items 0.2 -0.0 - - 0.2
Total deferred tax assets 4.2 -0.9 -0.2 - 3.1
Offset against deferred tax liabilities -1.0 - - - -1.6
Net deferred tax assets 3.2 -0.9 -0.2 - 1.5
Deferred tax liabilities
Accumulated depreciation difference 0.1 -0.4 - - -0.3
Inventories -0.7 -0.1 - - -0.8
Intangible and tangible assets -0.4 - - - -0.4
Derivative instruments - - -0.0 - -0.0
Other items -0.1 0.1 - - -0.0
Total deferred tax liabilities -1.1 -0.5 -0.0 - -1.6
Offset against deferred tax assets 1.0 - - - 1.6
Net deferred tax liabilities -0.1 -0.5 -0.0 - 0.0
Apetit has not unrecognised deferred tax assets related to taxable losses. The taxable losses will expire in 2025 - 2032.  Apetit has assessed if there will be sufficient taxable profit against which the losses can be utilised. The Group has estimated that the deferred tax assets will be fully recoverable during the next few years. The group has 0.3 million other deferred tax assets not recognised in the balance sheet.
EUR million 1.1.2022 Recognised in income statement Recognised in other comprehensive income Recognised directly in equity 31.12.2022
Deferred tax assets
Carry forward of unused tax losses 4.4 -1.0 - - 3.3
Deferred depreciation 0.5 0.0 - - 0.5
Intangible and tangible assets 0.0 -0.0 - - 0.0
Derivative instruments 0.2 - -0.0 - 0.2
Other items 0.2 -0.0 - - 0.2
Total deferred tax assets 5.2 -1.0 -0.0 - 4.2
Offset against deferred tax liabilities -1.0 - - - -1.0
Net deferred tax assets 4.2 -1.0 -0.0 - 3.2
Deferred tax liabilities
Accumulated depreciation difference 0.2 -0.1 - - 0.1
Inventories -0.8 0.1 - - -0.7
Intangible and tangible assets -0.4 - - - -0.4
Derivative instruments -0.0 - 0.0 - -
Other items -0.1 0.0 - - -0.1
Total deferred tax liabilities -1.2 0.1 0.0 - -1.1
Offset against deferred tax assets 1.0 - - - 1.0
Net deferred tax liabilities -0.1 0.1 0.0 - -0.1
Note 12. Earnings per share
Basic earnings per share is calculated by dividing the result for the financial year attributable to the shareholders of the parent company by weighted average number of the shares outstanding. The outstanding shares do not include treasury shares in possession of the company. Diluted earnings per share is calculated by dividing the result for the financial year attributable to the shareholders of the parent company by diluted weighted average number of the shares outstanding.
Earnings per share are diluted by the matching share plan issued for the key personnel.
EUR million 1-12/2023 1-12/2022
Result attributable to the shareholders of the parent company, continuing operations 9.8 3.2
Result attributable to the shareholders of the parent company, discontinued operations -0.0 2.0
Result attributable to the shareholders of the parent company, Group 9.7 5.2
Weighted average number of outstanding shares, basic (pcs) 6,250,366 6,239,744
Weighted average number of outstanding shares, diluted (pcs) 6,268,877 6,244,744
Basic earnings per share, continuing operations (EUR/share) 1.56 0.51
Basic earnings per share, discontinued operations (EUR/share) -0.00 0.33
Basic earnings per share, Group (EUR/share) 1.56 0.83
Diluted earnings per share, continuing operations (EUR/share) 1.56 0.51
Diluted earnings per share, discontinued operations (EUR/share) -0.00 0.33
Diluted earnings per share, Group (EUR/share) 1.55 0.83
Note 13. Intangible and tangible assets, leases and goodwill
Goodwill and impairment testing
Impairment test for cash-generating units containing goodwill
Goodwill has been allocated to the following cash-generating units or groups of units:
EUR million 1-12/2023 1-12/2022
Frozen products 0.4 0.4
Total 0.4 0.4
In impairment testing, the recoverable amount from operating activities is determined on the basis of value in use calculations. Expected future cash flows are based on management-approved forecasts and are given for a five-year period, and cash flows beyond this are extrapolated using a growth factor of 1%.
Frozen product goodwill impairment testing
The key variables in the value in use calculation are forecasted net sales, gross margin, EBIT, change in working capital and discount rate. The pre-tax discount rate used is 8.1%. In Frozen products the value in use exceeded the carrying amount of the tested assets by a wide margin and significant negative change in any of the key variables would not result to an impairment.
Sucros Group goodwill impairment testing
The key variables used in the calculation of value in use are forecasted net sales, gross margin, EBIT, change in working capital and discount rate. The pre-tax discount rate used is 8.2%. The value in use of Sucros was in line with the carrying amount of the assets being tested. In addition to the value in use, Sucros' cash and cash equivalents were analyzed in the calculation. No goodwill has been allocated to the Sucros Group.
Intangible assets
EUR million Development costs Other intangible assets Advance payments for intangible assets Goodwill Total
Acquisition cost 1.1.2023 1.4 11.2 0.0 0.4 12.9
Additions 0.3 0.1 1.5 - 2.0
Reclassifications - 0.1 0.0 - 0.1
Acquisition cost 31.12.2023 1.7 11.4 1.5 0.4 14.9
Cumulative amortisation and impairment 1.1.2023 -0.5 -10.9 - - -11.3
Cumulative amortisation on disposals and reclassifications - -0.1 - - -0.1
Amortisation -0.1 -0.2 - - -0.3
Cumulative amortisation and impairment 31.12.2023 -0.6 -11.1 - - -11.7
Carrying amount 1.1.2023 0.9 0.3 0.0 0.4 1.6
Carrying amount 31.12.2023 1.1 0.3 1.5 0.4 3.3
EUR million Development costs Other intangible assets Advance payments for intangible assets Goodwill Total
Acquisition cost 1.1.2022 1.2 12.0 0.3 0.4 13.8
Additions 0.2 0.1 -0.0 - 0.3
Disposals - -0.8 - - -0.8
Reclassifications - -0.1 -0.3 - -0.3
Acquisition cost 31.12.2022 1.4 11.2 - 0.4 12.9
Cumulative amortisation and impairment 1.1.2022 -0.3 -11.3 - - -11.6
Cumulative amortisation on disposals and reclassifications - 0.7 - - 0.7
Amortisation -0.1 -0.3 - - -0.5
Cumulative amortisation and impairment 31.12.2022 -0.5 -10.9 - - -11.3
Carrying amount 1.1.2022 0.8 0.7 0.3 0.4 2.2
Carrying amount 31.12.2022 0.9 0.3 - 0.4 1.6
Tangible assets
EUR million Land and water Land and water, right-of-use Buildings and structures Buildings and structures, right-of-use Machinery and equipment Machinery and equipment, right-of-use Other tangible assets Advance payments and work in progress Total
Acquisition cost 1.1.2023 3.0 - 41.4 5.8 54.9 0.6 0.4 0.4 106.5
Additions - - 0.2 0.5 3.3 6.5 - 2.1 12.6
Disposals -0.0 - - - -0.2 - - -0.0 -0.2
Reclassifications - - -0.0 - 0.7 - 0.0 -0.4 0.2
Acquisition cost 31.12.2023 3.0 - 41.5 6.2 58.7 7.2 0.4 2.1 119.1
Cumulative amortisation and impairment 1.1.2023 -0.2 - -26.4 -3.9 -35.7 -0.4 -0.2 - -66.8
Cumulative amortisation on disposals and reclassifications - - 0.0 - -0.1 - 0.0 - -0.1
Amortisation - -1.4 -0.8 -2.9 -0.2 -0.0 - -5.4
Cumulative amortisation and impairment 31.12.2023 -0.2 - -27.8 -4.7 -38.6 -0.6 -0.2 - -72.3
Carrying amount 1.1.2023 2.8 - 15.0 1.9 19.2 0.2 0.2 0.4 39.7
Carrying amount 31.12.2023 2.8 - 13.7 1.5 20.0 6.6 0.2 2.1 46.9
EUR million Land and water Land and water, right-of-use Buildings and structures Buildings and structures, right-of-use Machinery and equipment Machinery and equipment, right-of-use Other tangible assets Advance payments and work in progress Total
Acquisition cost 1.1.2022 3.0 0.3 41.2 7.9 52.3 0.7 0.5 0.8 106.7
Additions - - 1.9 0.8 2.6 0.2 - 0.4 5.8
Disposals - -0.3 -1.8 -2.9 -0.8 -0.2 -0.1 - -6.1
Reclassifications - - 0.0 - 0.8 - - -0.7 0.1
Acquisition cost 31.12.2022 3.0 - 41.4 5.8 54.9 0.6 0.4 0.4 106.5
Cumulative amortisation and impairment 1.1.2022 -0.2 -0.2 -25.3 -5.1 -33.8 -0.5 -0.2 - -65.4
Cumulative amortisation on disposals and reclassifications - 0.2 0.6 2.3 0.9 0.1 0.1 - 4.2
Amortisation -0.0 -1.7 -1.0 -2.7 -0.1 -0.0 - -5.6
Impairment - - - - -0.0 - - - -0.0
Cumulative amortisation and impairment 31.12.2022 -0.2 0.0 -26.4 -3.9 -35.7 -0.4 -0.2 - -66.8
Carrying amount 1.1.2022 2.8 0.1 15.9 2.7 18.4 0.2 0.3 0.8 41.3
Carrying amount 31.12.2022 2.8 0.0 15.0 1.9 19.2 0.2 0.2 0.4 39.7
Leases
Amounts recognised in balance sheet
EUR million 31.12.2023 31.12.2022
Right-of-use assets
Buildings and structures 1.5 1.9
Machinery and equipment 6.6 0.2
Total 8.0 2.1
Lease liabilities
Non-current lease liability, interest-bearing 6.5 1.2
Current lease liability, interest bearing 1.6 0.9
Total 8.1 2.1
Expected maturity analysis of lease liabilities is presented in note 25.
Amounts recognised in income statement
EUR million 1-12/2023 1-12/2022
Depreciation of right-of-use assets
Land and water areas - 0.0
Buildings and structures 0.8 1.0
Machinery and equipment 0.2 0.1
Total 1.0 1.1
Interest expenses 0.1 0.0
Expenses relating to short-term leases 0.0 0.1
Expenses relating to leases of low-value 0.0 0.0
Expenses relating to variable lease payments 1.2 1.1
Cash outflow for leases 2.7 2.8
The Group's leasing activities and realted accounting principles
The Group leases land, warehouses, offices, equipment and vehicles. Rental contracts are typically concluded for fixed periods of 2 months to 15 years, but may have extension options as described below.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
The terms of the leases are negotiated on a case by case basis. Leases do not include covenants other than the lessor's interest on the leased assets. Leased assets are not used as collateral for loans.
Accounting principles of lease agreements are described in details in Note 1. Accounting principles
Variable lease payments
Some warehouse leases contain variable payment terms that are linked to volume generating from stock movements through the warehouse. Variable lease payments that depend on volume are recognised in the income statement in the period in which the condition that triggers those payments occurs.
Extension and termination options
Extension and termination options are included in a number of lease agreements. Options are used to maximise operational flexibility in terms of managing the assets used in the group's operations. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor.
Critical judgements in determining the lease term
All facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option are assessed when defining the lease period. Extension options (or periods after termination options) are only included in the lease period if the lease is reasonably certain to be extended (or to be terminated).
Residual value guarantees
The Group has no residual value guarantees.
Note 14. Shares in associated companies
EUR million 1-12/2023 1-12/2022
Book value, 1 January 20.1 19.9
Share of results for the period 4.0 0.5
Dividends received -1.3 -0.3
Book value, 31 December 22.8 20.1
Group's holding in Sucros Group totals to 20 %.
Associated companies are consolidated using the equity method and they do not have public quotations.
Principles of goodwill impairment testing have been presented in Note 13.
Financial information for material associated company
Sucros Group's financial year ends on February 28. Sucros Goup has been consolidated based on the interim financial statement per 31.12.2023
Sucros Group's published FAS-financial statement
EUR million 03/2022 - 02/2023 03/2021 - 02/2022
Non-current assets 23.6 22.2
Current assets 106.8 81.1
Cash and cash equivalents 2.3 0.6
Asset 132.7 104.0
Equity 98.3 93.4
Deferred tax liability 1.3 1.1
Current liabilities 33.0 9.5
Equity and liabilities 132.7 104.0
Net sales 122.0 105.0
Operating income and expenses -115.5 -103.0
Operating result 6.5 2.0
Financial income and expenses 0.1 -0.1
Taxes -0.1 -0.3
Profit / loss for the period 6.5 1.6
Breakdown of Sucros holdings in the consolidated financial statements
EUR million 1-12/2023 1-12/2022
Book value, 1 January 19.8 19.6
Profit / loss for the period 4.0 0.5
Dividends received -1.3 -0.3
Book value, 31 December 22.5 19.8
Note 15. Other non - current financial assets
EUR million 31.12.2023 31.12.2022
Connection fees 0.5 0.3
Investments in shares of unlisted companies 0.0 0.0
Other non-current receivables - 0.0
Total 0.5 0.3
Note 16. Non - current receivables
EUR million 31.12.2023 31.12.2022
Non-current trade and other receivables - 0.0
Total - 0.0
Note 17. Trade receivables and other current receivables
EUR million 31.12.2023 31.12.2022
Trade receivables 6.7 6.6
Receivables based on derivative instruments 0.1 -
Accrued income and deferred expenses 0.4 0.6
Other receivables 0.0 0.2
Trade receivables from associates 0.2 0.2
Total 7.4 7.5
The substantial items in the accrued income and deferred expenses and other receivables are related to raw material purchases and accruals of employment benefits.
During the financial year the Group recorded credit losses of EUR 0.0 (0.0) million on trade receivables.
Note 18. Inventories
EUR million 31.12.2023 31.12.2022
Raw materials and consumables 14.8 8.2
Work in progress 7.3 7.4
Finished goods 12.8 14.5
Total 34.8 30.1
A write-down of EUR 0.1 (0.0) million in inventory value was booked to correspond the net realisation value.
Note 19. Cash and cash equivalents
EUR million 31.12.2023 31.12.2022
Other current financial assets 4.1 -
Cash and cash equivalents 9.9 14.8
Total 14.0 14.8
Note 20. Shareholders' equity
EUR million 31.12.2023 31.12.2022
Number of shares 6,317,576 6,317,576
Otstanding shares 6,235,801 6,239,908
Number of own shares 81,775 77,668
Own shares' share of the company's share capital and voting rights 1.3 1.2
Acquisition cost of own shares -1.2 -1.1
Share capital 12.6 12.6
Share premium 23.4 23.4
Total 36.0 36.0
The fully paid and registered share capital of the company at the end of the financial year was EUR 12,635,152. The nominal value of a share is EUR 2.
Descriptions of the funds in equity
Translation differences
The translation differences reserve includes translation differences arising from the translation of the financial statements prepared in foreign currency.
Fair value reserve
The fair value reserve includes a hedging reserve for the revaluation of the fair values of derivative instruments used for cash flow hedges.
Invested non-restricted equity capital
The invested non-restricted equity capital includes the share subscription price to the extent that it is not recognised in the share capital. The amount consists of the directed share issue related to the matching share plans carried out in 2021, in which a total of 8,000 shares were subscribed at the price of 13.91 euro per share and in 2023, in which a total of 10,000 shares were subscribed at the price of 12.24 euro per share.
Other reserves
Other reserves consist of the parent company's contingency reserve that includes a portion transferred from retained earnings by decision of the Annual General Meeting.
Own shares
Own shares include the acquisition cost of own shares that are in the Group’s possession. At the end of the year the Group had 81,775 of it's own shares in possession. The acquisition cost of the own shares that are in the Group's possession totals EUR 1.2 million. The own shares represent 1.3% of the company’s share capital and votes.
Apetit Plc's Annual General Meeting held on April 13, 2022 authorized the Board of Directocrs to repurchase the company's own shares. Altogether no more than 80,000 shares may be repurchased using company's retaining earnings. A total of 18 507 shares were purchased by Apetit Plc in 2023. The total amount paid to acquire shares amounted to EUR 238,484.05.
Dividends
After the date of the financial statement the Board of Directors has proposed a dividend of EUR 0.75 per share to be paid.
For details on changes in equity, see statement of changes in shareholders' equity.
Note 21. Defined benefit plan obligations
EUR million 2023 2022
Pension obligations 1 Jan. 0.2 0.2
Increases / decreases -0.0 -0.0
Pension obligations 31 Dec. 0.2 0.2
Pension obligations relate mainly to defined benefit pension plans.
Apetit Group’s most significant benefit plans are in the parent company. Parent company’s plans include 45 pensioners. Plans are administered in pension companies. Parent company’s defined benefit obligation totals to EUR 1.1 (1.2) million and plan assets totals to EUR 0.9 (1.0) million. Net liability totals to EUR 0.2 (0.2) million.
EUR million 2023 2022
The amounts recognised in the balance sheet are determined as follows:
Present value of funded obligations 1.1 1.2
Fair value of plan assets 0.9 1.0
Net liability (+) / asset (-) 0.2 0.2
Change in the defined benefit obligation
Defined benefit obligation in the beginning of the year 1.2 1.6
Interest expenses 0.0 0.0
Actuarial gains (-) and losses (+) -0.0 -0.2
Benefits paid -0.2 -0.2
Defined benefit obligation at the end of the year 1.1 1.2
Change in plan assets
Plan assets in the beginning of the year 1.0 1.3
Interest income 0.0 -0.2
Contributions paid into the plans 0.1 0.0
Benefits paid -0.2 -0.2
Plan assets at the end of the year 0.9 1.0
EUR million 2023 2022
Defined benefit expense in income statement
Interest cost on pension obligation 0.0 0.0
interest income on plan assets -0.0 -0.0
Pension expense recognised in income statement 0.0 0.0
The amounts recognised in equity
Gains and losses from change of financial assumptions 0.0 -0.2
Experience gains and losses -0.0 0.0
Return on plan assets excluding interest 0.0 0.2
Remeasurements of post employment benefit obligations 0.0 0.0
Significant actuarial assumptions
Discount rate (%) 3.2 3.8
Pension growth rate (%) 2.5 2.9
Inflation (%) 2.2 2.6
Pension liability
Changes in the assumptions, sensitivity 2023 Increase % Decline %
Discount rate, change 0,5% -2.9 3.1
Pension payments growth rate, change 0.25 % 1.4 -1.4
Life expectancy, change 5% -2.7 2.9
Pension liability
Changes in the assumptions, sensitivity 2022 Increase % Decline %
Discount rate, change 0,5% -2.9 3.1
Pension payments growth rate, change 0.25 % 1.4 -1.4
Life expectancy, change 5% -2.7 2.9
Sensitivity analysis relate  to Apetit plc's benefit plan.
Note 22. Share-based payments
Share - based incentive plan 2021-2023
The Board of Directors of Apetit Plc ("Apetit") has during year 2021 decided to establish a matching share plan 2021-2023 and a performance share plan 2021-2023, in which any bonus will be paid as a combination of Apetit Plc's shares and cash. At the start of the programs, the members of the Group Management Team are entitled to participate in the incentive schemes. The purpose of the cash element is to cover taxes and tax-like payments to the key personnel arising from the portion settled in shares.
Matching share plan
The matching share plan consists of the key personnel's own investment in the company's shares and the right to receive one additional share free of charge against each share acquired and held until the end of the vesting period ending March 15, 2023 as well as cash compoonent corresponding to the number of shares. In addition to the self-investment, the vesting is dependent on continuing employment. A maximum of 8,000 new or treasury shares and a cash payment equivalent to the value of shares can be given in the matching share plan.
Performance share plan
In the performance share plan, the potential vesting and amount of payment is depending Apetit Group's operating profit for the period from April 1, 2021 to March 31, 2023 and the person's continuing employment. If the set performance targets are achieved in full, the maximum amount of shares to be transferred under the plan is 10,478 new or treasury shares and a cash payment equivalent to the value of shares.
Share - based incentive plan 2021-2023 Matching share plan 2021-2023 Performance share plan 2021-2023
Maximum number of shares granted, pcs 8,000 10,478
Grant date 12.5.2021 23.4.2021
Vesting period ends 15.3.2023 15.6.2023
Life time of the plan, years 1.8 2.1
Remaining life time at the balance sheet date, years 0 0
Employment condition Yes Yes
Requirement of own-purchase and holding of shares Yes No
Other non-market based performance conditions No Yes
Settlement method 50%/50% in shares/cash 50%/50% in shares/cash
Valuation principles
Share price at grant date, eur 13.91 14.15
Expected dividends per share during the vesting period, eur per share 1.00 1.50
Fair value in accordance with IFRS 2 at grant date, eur per share 12.91 12.65
Maximum value of the scheme at grant date, 1000 eur 207 265
Changes during the period, shares
Amount outstanding at the beginning of the period 4,400 5,762
Expired during the period - 5,762
Vested during the period 4,400 -
Outstanding at the end of the period - -
EUR 1 000
Recognized as an expense against equity during the period 4 -
Recognized as an expense during the period, against liability 4 -
Total expense during the financial year 8 -
Debt balance at the end of reporting period - -
Share - based incentive plan 2023-2025
The Board of Directors of Apetit Plc (“Apetit”) has decided on the establishment of a long-term matching share scheme 2023–2025 and on the establishment of a performance-based share scheme 2023–2025, whereupon the possible rewards will be paid as a combination of Apetit Plc’s shares and cash. The members of the Group Management Team, HR Director and Communications and Sustainability Manager, currently seven people, are entitled to participate in the long-term matching share incentive scheme at the beginning thereof. The members of the Group Management Team, currently five people, are entitled to participate the performance-based share incentive scheme at the beginning thereof.
Matching share plan
The Matching Share Plan comprises of the key personnel’s personal investment in the company's shares and of their right to receive one additional share without consideration for each self-acquired and retained company share as described in more detail below, after the earning period ends on 15 June 2025, as well as a cash reward corresponding to the number of shares to be issued. The purpose of the cash reward is to cover the taxes and tax-like payments to the key personnel arising from the issuance of shares.

The matching shares and the related cash portion shall be paid to the participants when the payment conditions are met, approximately on 15 June 2025, in a manner decided by the Board of Directors of Apetit Plc.

A maximum of 10,000 new shares or shares held by the company can be issued as additional shares and the cash reward corresponding to the same number of shares can be given within the Matching Share Plan. The maximum value of the plan, including the shares and the portion to be paid in cash, is approximately EUR 0.3 million calculated based on the average share price on the trading day preceding this release.
Performance share plan
In the Performance Share Plan, the potential receipt and amount of the reward is based on the operating profit, ROCE-%, reduction of CO2 emissions, development of workplace safety and success of the ERP renewal project of the Apetit Group from 1 January 2023 to 31 December 2025 and the person's continued employment or service relationship with the company.

If the set performance targets are achieved in full, the maximum amount of share rewards to be transferred under the plan is 34,000 new shares or treasury shares held by the company, and the cash reward corresponding to the number of shares in a manner decided by the Board of Directors. The purpose of the portion to be paid in cash is to cover taxes and tax-like charges to the key personnel arising from the portion to be issued in shares.
Share - based incentive plan 2023-2025 Matching share plan 2023-2025 Performance share plan 2023-2025
Maximum number of shares granted, pcs 10,000 34,000
Grant date 13.3.2023 16.2.2023
Vesting period ends 15.6.2025 31.12.2025
Life time of the plan, years 2.3 2.9
Remaining life time at the balance sheet date, years 1.5 2.0
Employment condition Yes Yes
Requirement of own-purchase and holding of shares Yes No
Other non-market based performance conditions No Yes
Settlement method 50%/50% in shares/cash 50%/50% in shares/cash
Valuation principles
Share price at grant date, eur 12.24 10.83
Expected dividends per share during the vesting period, eur per share 1.50 1.50
Fair value in accordance with IFRS 2 at grant date, eur per share 10.74 9.33
Maximum value of the scheme at grant date, 1000 eur 215 634
Changes during the period, shares
Amount outstanding at the beginning of the period - -
Granted during the period 10,000 34,000
Outstanding at the end of the period 10,000 34,000
EUR 1 000
Recognized as an expense against equity during the period 40 41
Recognized as an expense during the period, against liability 40 41
Total expense during the financial year 80 81
Debt balance at the end of reporting period 40 41
Note 23. Interest-bearing liabilities
EUR million 2023 2022
Non-current liabilities, interest-bearing
Non-current lease liability, interest-bearing 6.5 1.2
Total 6.5 1.2
Loans from credit institutions have floating interest rates. All interest-bearing non-current liabilities are denominated in euros.
Current interest-bearing liabilities
Current lease liability, interest bearing 1.6 0.9
Total 1.6 0.9
Reconciliation Interest-bearing liabilities
EUR million Commercial papers Non-current loans from credit institutions Current loans from credit institutions Non-current lease liabilities Current lease liabilities Total
Interest-bearing liabilities 1.1.2023 - - - 1.2 0.9 2.1
Lease liabilities additions - - - 6.3 0.7 7.0
Lease liabilities disposals - - - - - -
Cash flows - - - -1.1 0.1 -1.0
Interest-bearing liabilities 31.12.2023 - - - 6.5 1.6 8.1
EUR million Commercial papers Non-current loans from credit institutions Current loans from credit institutions Non-current lease liabilities Current lease liabilities Total
Interest-bearing liabilities 1.1.2022 28.0 - 1.1 1.8 1.4 32.3
Lease liabilities additions - - - 1.0 - 1.0
Lease liabilities disposals - - - -0.8 - -0.8
Cash flows -28.0 - -1.1 -0.7 -0.5 -30.3
Interest-bearing liabilities 31.12.2022 - - - 1.2 0.9 2.1
Note 24. Trade payables and other liabilities
EUR million 1-12/2023 1-12/2022
Current
Trade payables 8.1 8.6
Payables to associated companies 0.2 1.0
Payables based on derivative instruments, hedge accounting - 1.0
Accrued expenses and deferred income 8.8 6.5
Other liabilities 2.1 1.8
Total 19.3 18.9
The material items in accrued expenses and deferred income consist of personnel expenses and accruals of material purchases.
Accrued expenses and deferred income includes liabilities related to contracts with customers in total of EUR 0.3 (0.2) million.
Note 25. Financial risk management
The Group is exposed to various financial risks in its normal business operations. The aim of the Group’s risk management is to minimize the adverse effects of changes in the financial markets on its financial performance. The main financial risks relate to liquidity, interest rate, currency, pricing and counterparty risks. The Group uses derivative financial instruments to hedge against currency, price and interest rate risks.
The financial risk management principles observed by the Group are subject to approval by the Board of Directors of Apetit Plc, and the practical implementation of these principles is the responsibility of the Financing Department, together with the business unit management.
1. Market risks
Interest rate risk
EUR million 1-12/2023 1-12/2022
Other current financial assets 4.1 -
Cash and cash equivalents 9.9 14.8
Interest rate swaps - 10.0
At the end of the financial year the Group had no issed commercial papers and loans from financial institutions
Other short-term financial assets consist of liquid interest investments.
Commodity risk
The Group is exposed to commodity risks associated with the availability of raw materials, the time difference between procurement and sales, and price fluctuations. The business units are responsible for managing their commodity risks in accordance with the risk management principles. Hedge accounting is mostly applied when hedging the raw material risk.
The most significant commodity risk of Oilseed products relate to rapeseed. The business units have defined risk limits to stay inside. Quoted commodity futures and forward agreements are used to manage the risk exposure. The main  commodities of Oilseeds products business unit have functional derivative markets such as CME (CBOT) and Euronext (Matif), and the hedging relationships are mostly effective. Even then, hedging may be implemented. The Group's exposure to raw material risk and the maturity of the hedging derivative instruments, respectively, are less than 12 months.  All instruments have published market prices at the balance sheet date on the commodity exchanges mentioned above.
Food Solutions commodity risks arise from store chains’ pricing periods, where prices are fixed for the entire pricing period. Commodity risk is mostly controlled by purchase and sales functions’ co-operation.
From the beginning of the year 2022, the Group's finnish companies have entered a several years long fixed-price electricity purchase agreement. Electricity risk management is guided by a separate electricity procurement risk policy.
Sensitivity to commodity risk arising from financial instruments
EUR million 1-12/2023 1-12/2022
Derivative based commodity prices increase by 10%
Affect on equity 1.4 2.6
Derivative based commodity prices decrease by 10%
Affect on equity -2.1 -2.6
When cash flow hedge accounting is applied, the change in the fair value of derivative financial instruments is assumed to be recorded fully in equity.
Currency Risk
The Group operates in international markets and is thus exposed to currency risks arising from changes in exchange rates. The Group’s currency risks concern sales, purchases and balance sheet items denominated in foreign currencies (transaction risk).
The principle followed by the Group is to hedge the original transaction risk in the case of all financially significant currency positions. Hedging can also be made against a probable future open currency position. The instruments available in currency hedging are forward currency contracts and currency options. The Group’s business units are responsible for currency risk hedging. Currency hedging is guided by the risk management policy specifically defined for the purpose and this is monitored by the Group’s Financing Department, together with the business unit management.
At the closing date of the financialstatement the Group had no significant currency positions.
Fair value hierarchy on financial assets and liabilities valued at fair value
EUR million Level 1 Level 2 Level 3 Total
Assets 2023
Other current financial assets 4.1 - - 4.1
Assets 2022
Interest rate swaps, no hedge accounting - 0.0 - 0.0
Liabilities 2023
Commodity derivatives, hedge accounting -0.4 - - -0.4
Liabilities 2022
Commodity derivatives, hedge accounting -2.0 - - -2.0
During the year there has not been any transfers between levels 1 and 2.
Level 1 fair values are based on prices obtained from active markets.
Level 2 fair values are based on other input data and commonly accepted fair value models. The input data is based on observable market prices.
Level 3 fair values are mostly based on other input data that are not for the most part based on observable market prices, instead management estimates and commonly accepted fair value models.
Nominal values of derivative instruments
EUR million 1-12/2023 1-12/2022
Commodity derivatives, cash flow hedge accounting 20.2 36.2
Interest rate swaps, no cash flow hedge accounting - 10.0
Other information related to cash flow hedge
The Group applies cash flow hedge accounting to commodity derivatives. Derivatives expire within one year. Profit and loss statement effects of cash flow hedges are materially netted against the opposing fair value change of the hedged item.
EUR million 1-12/2023 1-12/2022
Cash flow hedges recognised in equity 1.2 -0.1
Taxes related to cash flow hedges booked in equity -0.2 0.0
Derivatives related to net sales - -2.6
Derivatives related to purchases and other operating income and expense -4.7 -4.2
Taxes related to cash flow hedges booked in profit and loss 0.9 1.4
2. Credit risk
Derivative financial instruments are only entered into with domestic and foreign counterparties that have a good credit rating. Commodity derivative instruments can be entered into on the appropriate commodity exchanges if necessary. Liquid assets may be invested within the approved limits in targets with a good credit rating.
To minimize the operational credit risk, the business units endeavour to obtain collateral security, as credit insurance in the event that a customer’s credit rating so requires.
The Group’s management evaluates that there are no significant customer, geographical or counterparty concentrations in the Group’s credit and counterparty risks. The sale of receivables to a financial institution and the use of credit insurance for some other trade receivables reduces the Group's counterparty risk.
Aging of Group’s receivables
EUR million 1-12/2023 1-12/2022
Not due 7.2 7.3
0 - 3 months past due 0.2 0.2
4 - 6 months past due 0.1 -
Over 6 months past due 0.0 0.0
Total 7.4 7.5
3. Liquidity risk
The liquidity risk is the risk that the company may not have sufficient liquid assets or be unable to acquire enough funds to meet the needs of its business operations. The aim of liquidity risk management is to maintain sufficient liquid funds and credit facilities to ensure that there is always enough financing for the Group’s business operations. The cash flows of the Group companies are netted with the aid of the Group’s internal bank and Group accounts. To manage liquidity, the Group has a commercial paper programme worth EUR 100.0 (100.0) million and also long-term binding credit facilities agreed with financial institutions; a total of EUR 29.0 (29.0) million was available in credit at the closing date of the financial statement.  The long-term share of the limit is EUR 25.0 (25.0) million. There were no commercial papers issued during the financial period. Liquidity risk management is the responsibility of the parent company’s Financing Department.
Group’s derivative liabilities, trade payables and interest-bearing loan repayments and interest cash flows
31.12.2023 0 - 3 4 - 12 1 - 5 > 5
EUR million month month years years
Lease liabilities -0.4 -1.2 -3.6 -5.0
Trade payables -8.0 -0.4 - -
Derivative liabilities -0.2 -0.1 - -
Total -8.7 -1.7 -3.6 -5.0
31.12.2022 0 - 3 4 - 12 1 - 5 > 5
EUR million month month years years
Lease liabilities -0.2 -0.7 -1.3 -
Trade payables -9.6 -0.0 - -
Derivative liabilities -1.8 0.1 - -
Total -11.6 -0.6 -1.3 -
4. Capital risk management
The main objective for capital risk management is to secure the Group’s operational preconditions in all circumstances. The capital structure of the Group is reviewed by the Board of Directors on a regular basis. Apetit plc does not have a public credit rating.
The amounts of the Group’s interest-bearing debts can fluctuate significantly during the year due to a seasonality of the employed working capital. Normally the employed working capital is at highest level during the latter part of the year and at lowest level during spring and summer.
EUR million 1-12/2023 1-12/2022
Interest Bearing liabilities 8.1 2.1
Other current financial assets 4.1 -
Cash and cash equivalents 9.9 14.8
Interest bearing net liabilities -5.9 -12.7
Equity 103.5 96.0
Interest-bearing net debt and equity total 97.6 83.3
Net gearing -5.7 % -13.2 %
Equity Ratio 78.9 % 81.8 %
Note 26. Collateral, contingent liabilities, contingent assets and other commitments
EUR million 1-12/2023 1-12/2022
Pledges given for debts
Guarantees 2.2 2.2
Binding agreements not recognised in the balance sheet
Within one year 0.8 0.6
After one year but not more than five years 2.7 0.6
Total 3.5 1.3
Investment commitments
Food Solutions 1.1 2.1
Oilseed products 2.2 0.0
Group functions 1.7 -
Other contingent liabilities
Liability to adjust value added tax on property investments
The Group is liable to adjust value added tax deductions on the 2014-2023 property investments, if the taxable use of the properties decreases. The maximum value of the liability is EUR 1.8 (2.2) million and the liability is valid until 2033.
Note 27. Related party transactions
Parent company and subsidiary relations of the Group Domicile Group's share of ownership % Group's share of votes %
Apetit plc (parent company) Finland 100.0 100.0
Apetit Ruoka Oy Finland 100.0 100.0
Apetit Kasviöljy Oy Finland 100.0 100.0
   Apetit Kantvik Oy * Finland 100.0 100.0
   UAB Avena Nordic Grain ** Lithuania 100.0 100.0
   Avena Nordic Grain OÜ ** Estonia 100.0 100.0
   SIA Avena Nordic Grain ** Latvia 100.0 100.0
   OOO Avena-Ukraina ** Ukraine 100.0 100.0
Foison Oy * Finland 100.0 100.0
Non-operative company:
Lännen Sokeri Oy Finland 100.0 100.0
* Merged during 2023
** Company dissolved
Salaries, wages and benefits of the administrative bodies of the Group
The administrative bodies consists of the members of the Supervisory Board, the Board of Directors, the CEO and other members of the corporate management of the parent company.
EUR 1 000 1-12/2023 1-12/2022
Supervisory Board
Harri Eela, chairman of the Supervisory Board 17 18
Maisa Mikola, deputy chairman of the Supervisory Board 14 14
Other members of the Supervisory Board 18 14
The salaries, fees and fringe benefits of the members of the Board of Directors, the President and CEO and the other members of the Management Team were as follows on an accrual basis:
EUR 1 000 1-12/2023 1-12/2022
Board
Lasse Aho, chairman of the Board 54 39
Niko Simula, deputy chairman of the Board 34 25
Annikka Hurme, member of the Board 30 21
Antti Korpiniemi, member of the Board 28 20
Kati Sulin, member of the Board 28 21
Tero Hemmilä, member of the Board from 25 April 2023 19 -
Management
Esa Mäki, CEO 450 337
Corporate management, five members 737 777
The remuneration and incentive plans for management are made up of monetary remuneration, fringe and pension benefits, and performance-related compensation settled in cash and shares, by which the degree of success for the year is measured. The level of these plans as a whole is compared annually with the general market level. The Board of Directors of Apetit plc decides on the principles for the remuneration and incentive plans for the CEO and other members of the management. The Board also confirms annually the indicators to be used for the plans and their level in relation to the targets set. The indicators also include key figures connected with annual budgets. In 2022, indicators for the CEO and management were among others the Group´s and applicable business unit's EBIT. The maximum amount of performance-related compensation corresponds to 50 per cent of annual salary in the case of the CEO, and 33 per cent of annual salary for other management.
The agreed retirement age for the CEO is 63 years.
Post–employment benefits
EUR 1 000 1-12/2023 1-12/2022
Amount recognized as an expense due to retirement benefit
Esa Mäki, CEO 38 34
The key conditions of the CEO’s terms of service are defined in his contract. The period of notice for the CEO is twelve months.
The Group did not have any loan receivables from the group key management during the financial periods.
Transactions with related parties
EUR million 1-12/2023 1-12/2022
Sales to associated companies 0.9 0.7
Purchases from associated companies 2.2 3.1
Trade receivables and other receivables from associated companies 0.2 0.2
Trade payables and other liabilities to associated companies 0.2 1.0
Sales to other related parties 0.2 0.0
Purchases from other related parties 1.2 0.3
Receivables from other related parties 0.0 -
Liabilities to other related parties 0.2 0.1
The sales of goods and services to related parties are based on valid market prices.
Note 28. Changes in accounting policies
There has not been any significant changes in the principles in preparing the financial statements.
Note 29. Events since the end of the financial year
The Group is not aware of any events of material importance after the balance sheet date that might have affected the preparation of the financial statements.
Parent company income statement, FAS
Note 1-12/2023 1-12/2022
Other operating income (1) 321,333.42 408,944.11
Personnel expenses (2) -2,369,209.62 -1,619,188.80
Depreciation, amortisation and impairment (3) -113,539.63 -290,797.75
Other operating expenses (4) -1,389,171.01 -721,047.79
Operating profit / loss -3,550,586.84 -2,222,090.23
Financial income and expenses (5) 3,110,816.99 1,426,929.53
Profit / loss before appropriations and taxes -439,769.85 -795,160.70
Group contributions 2,800,000.00 1,600,000.00
Change in depreciation difference 34,733.05 -146.73
Change in deferred tax assets (6) -317,332.80 -132,978.76
Net profit / loss 2,077,630.40 671,713.81
Parent companyt balance sheet, FAS
Note 31.12.2023 31.12.2022
ASSETS
Long-term assets
Intangible assets (7) 1,581,666.82 76,367.30
Tangible assets (8) 3,071,789.57 3,158,988.63
Investments in Group companies (9,10) 31,537,907.06 32,178,252.50
Investments in associated companies (9,10) 12,158,279.85 12,158,279.85
Other investments and receivables (9,10) 15,803.60 18,403.60
Total long-term assets 48,365,446.90 47,590,291.88
Short-term assets
Long-term receivables (11) 9,263,422.76 11,286,234.18
Deferred tax assets (13) 1,096,309.21 1,413,642.01
Current receivables (12) 18,039,554.91 18,940,164.39
Cash and cash equivalents 13,049,034.79 10,776,943.00
Total short-term assets 41,448,321.67 42,416,983.58
Total assets 89,813,768.57 90,007,275.46
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity (14)
Share capital 12,635,152.00 12,635,152.00
Share premium account 23,390,595.88 23,390,595.88
Invested non-restricted equity capital 233,680.00 111,280.00
Contingency reserve 7,232,080.84 7,232,080.84
Retained earnings 39,222,351.04 41,916,275.28
Profit / loss for the period 2,077,630.40 671,713.81
Pääomalainat
Total equity 84,791,490.16 85,957,097.81
Appropriations - 34,733.05
Liabilities (15)
Long-term non-interest-bearing liabilities 577,311.66 647,345.30
Current interest-bearing liabilities 2,605,953.35 2,615,187.12
Current non-interest-bearing liabilities 1,839,013.40 752,912.18
Total liabilities 5,022,278.41 4,015,444.60
Total equity and liabilities 89,813,768.57 90,007,275.46
- -
Parent company statement of cash flows, FAS
1-12/2023 1-12/2022
Cash flow from operating activities
Profit before extraordinary items -439,769.85 -795,160.70
Adjustments *) -2,352,923.82 -1,136,131.78
Change in working capital
Change in non-interest-bearing current receivables -1,336,174.79 225,158.80
Change in non-interest-bearing current liabilities 1,086,101.22 -98,324.02
Cash flow from operating activities before financial items and taxes -3,042,767.24 -1,804,457.70
Interests paid -91,319.75 -121,293.95
Interests received 1,895,672.74 1,122,337.10
Cash flow from operating activities (A) -1,238,414.25 -803,414.55
Cash flow from investing activities
Investments in tangible and intangible assets -1,540,504.24 -76,675.29
Proceeds from sales of tangible and intangible assets 7,400.00 -
Proceeds from disposals of other investments 2,600.00 -
Dividends received 1,306,464.00 320,612.00
Cash flow from investing activities (B) -224,040.24 243,936.71
Cash flow before financing -1,462,454.49 -559,477.84
Cash flow from financing activities
Acquisition of own shares -238,484.05 -
Sale of own shares 122,400.00 -
Change in long-term loans -2,543.95 -
Change in short-term loans -9,233.77 -28,481,811.00
Change in subsidiary financing 1,952,777.78 42,395,635.00
Change in group bank account 3,436,784.27 -7,019,039.81
Dividends paid -3,127,154.00 -2,495,963.20
Group contributions 1,600,000.00 -
Cash flow from financing activities (C) 3,734,546.28 4,398,820.99
Net increase/decrease in cash and cash equivalents (A+B+C) 2,272,091.79 3,839,343.15
Cash and cash equivalents at beginning of financial year 10,776,943.00 6,937,604.57
Cash and cash equivalents at end of financial year 13,049,034.79 10,776,943.00
*) Adjustments
Depreciation, amortisation and impairment 113,539.63 290,797.75
Financial income and expenses -3,110,819.10 -1,426,929.53
Gains and losses on sales of tangible and intangible assets 1,464.15 -
Other non-cash items 642,891.50
Total -2,352,923.82 -1,136,131.78
Accounting principles, FAS
Valuation of fixed assets
Fixed assets have been capitalised at their acquisition cost less accumulated depreciation. Fixed assets have been depreciated on a straight-line basis according to plan, based on useful economic life.
Foreign currency items
Receivables and payables denominated in foreign currencies have been translated into euros at the European Central Bank middle rate on the closing day. Exchange rate differences caused by short-term receivables and liabilities have been charged to the profit and loss account. Unrealised exchange rate losses and gains of long-term receivables and liabilities have also been charged to the profit and loss account.
Deferred tax assets and liabilities
Deferred tax liabilities and assets are calculated on the basis of the timing differences between the closing date and the taxation date, using the tax rate for subsequent years confirmed on the closing date.
Other temporary differences arising from deferred tax liabilities and assets are presented on a net basis in the notes.
Derivative contracts
In line with its risk management policy, the company uses a variety of derivatives for hedging against a number of risks arising from foreign currencies, interest rates and commodity prices. The market values of derivatives are entered under derivative contracts in the other notes to the accounts and indicate what the result would have been if the derivative position had been closed at market prices on the date of closing of the accounts.
Unrealised losses on derivative instruments are recognised on financial costs. Unrealised gains are not recognised in profit and loss statement, gains are recognised on financial income at the moment when derivative instrument is realised.
Pension arrangements
Statutory pension coverage for corporate personnel is covered by pension insurance. Special pension insurance policies provide additional pension coverage under the Trust rules for former employees and retired staff previously covered by the Lännen Tehtaat Staff Pension Trust.
The CEO has a voluntary defined contribution supplementary pension plan.
Notes to the parent company financial statement, FAS
1. Other operating income
1-12/2023 1-12/2022
Gains from sales of non-current assets 5,931.55 -
Rental income 157,249.48 167,129.66
Service fees 153,970.68 141,727.32
Other 4,181.71 100,087.13
Total 321,333.42 408,944.11
2. Personnel expenses and average number of personnel
1-12/2023 1-12/2022
Personnel expenses
Wages and salaries 1,905,376.94 1,292,423.85
Pension expenses 304,934.92 229,289.12
Other social security expenses 158,897.76 97,475.83
Total 2,369,209.62 1,619,188.80
Salaries, wages and benefits of the administrative bodies are presented in Note 27 of the Notes to the consolidated financial statements.
Personnel, FTE 14 11
The pension commitments to the members of the Board of Directors and the CEO:
The retirement age of the CEO is 63 years.
3. Depreciation, amortisation and impairments
Tangible and intangible assets have been capitalised at their acquisition cost less accumulated depreciation. Tangible and intangible assets are subject to straight-line depreciation and amortisation over the period of their useful lives. Depreciation and amortisation have been applied since the month the asset was taken into use.
Depreciation and amortisation periods:
Intangible rights                                                       5 or 10 years
Other capitalised long-term expenses                 5 or 10 years
Buildings  and structure                                         20-30 yers
Other buildings and constructions                      5 or 10 years
Machinery and equipment                                     5 or 10 years
The basis for depreciation and amortisation have not changed.
1-12/2023 1-12/2022
Depreciation and amortisation according to plan
Intangible rights 4,060.00 4,060.00
Other capitalised long-term expenses 31,144.72 30,780.70
Buildings  and structure 78,334.91 255,503.25
Machinery and equipment - 453.80
Total 113,539.63 290,797.75
4. Other operating expenses
1-12/2023 1-12/2022
Other operating expenses
Merger loss 642,889.39 -
Rental expenses 161,562.98 140,710.42
Administrative expenses 415,691.38 400,697.51
Other operating expenses 169,027.26 179,639.86
Total 1,389,171.01 721,047.79
Audit fees
Annual audit 75,021.00 19,008.77
Other services - 17,194.00
Total 75,021.00 36,202.77
5. Financial income and expenses
1-12/2023 1-12/2022
Dividend income
From associated company 1,305,800.00 320,000.00
From others 664.00 612.00
Total 1,306,464.00 320,612.00
Interest income from long-term investments
From Group companies 845,964.31 578,310.41
Other interest and financial income
From Group companies 665,255.62 610,364.17
Interest incomes from others 340,329.92 18,896.24
Other financial incomes from others 44,122.89 20,045.28
Total 1,049,708.43 649,305.69
Financial income, total 3,202,136.74 1,548,228.10
Interest expenses and other financial expenses
To foreign currency losses
To Group companies 2,110.35 89.93
Interest expenses to others 19.28 53,023.33
Other financial expenses to others 89,190.12 68,185.41
Total 91,319.75 121,298.67
Financial expenses total 91,319.75 121,298.67
Financial income and expenses, total 3,110,816.99 1,426,929.43
6. Income taxes
1-12/2023 1-12/2022
Change in deferred tax assets -317,332.80 -132,978.76
Total -317,332.80 -132,978.76
7. Long-term intangible assets
Intangible assets 2023
Intangible rights Other capitlised long-term expenses Construction in progress Total
Acquisition cost 1 Jan. 62,988.00 221,206.09 - 284,194.09
Additions - 10,464.14 1,530,040.10 1,540,504.24
Acquisition cost 31 Dec. 62,988.00 231,670.23 1,530,040.10 1,824,698.33
Accumulated amortisation 1 Jan. -52,229.67 -155,597.12 - -207,826.79
Amortisation for the period -4,060.00 -31,144.72 - -35,204.72
Accumulated amortisation 31 Dec. -56,289.67 -186,741.84 - -243,031.51
Book value 31 Dec. 2023 6,698.33 44,928.39 1,530,040.10 1,581,666.82
Intangible assets  2022
Intangible rights Other capitlised long-term expenses Construction in progress Total
Acquisition cost 1 Jan. 62,988.00 212,402.09 - 275,390.09
Additions - 8,804.00 - 8,804.00
Acquisition cost 31 Dec. 62,988.00 221,206.09 - 284,194.09
Accumulated amortisation 1 Jan. -48,169.67 -124,816.42 - -172,986.09
Amortisation for the period -4,060.00 -30,780.70 - -34,840.70
Accumulated amortisation 31 Dec. -52,229.67 -155,597.12 - -207,826.79
Book value 31 Dec. 2022 10,758.33 65,608.97 - 76,367.30
8. Long-term tangible assets
Tangible assets 2023
Land and water areas Buildings and structures Machinery and equipment Other tangible assets Total
Acquisition cost 1 Jan. 2,157,216.05 5,348,475.62 250,883.22 57,266.48 7,813,841.37
Disposals -8,864.15 - - - -8,864.15
Acquisition cost 31 Dec. 2,148,351.90 5,348,475.62 250,883.22 57,266.48 7,804,977.22
Accumulated depreciation 1 Jan. - -4,403,969.52 -250,883.22 - -4,654,852.74
Depreciation for the period - -78,334.91 - - -78,334.91
Accumulated depreciation 31 Dec. - -4,482,304.43 -250,883.22 - -4,733,187.65
Book value 31 Dec. 2023 2,148,351.90 866,171.19 - 57,266.48 3,071,789.57
Tangible assets 2022
Land and water areas Buildings and structures Machinery and equipment Other tangible assets Total
Acquisition cost 1 Jan. 2,157,216.05 5,283,204.33 254,980.13 57,266.48 7,752,666.99
Additions - 65,271.29 - - 65,271.29
Disposals - - -4,096.91 - -4,096.91
Acquisition cost 31 Dec. 2,157,216.05 5,348,475.62 250,883.22 57,266.48 7,813,841.37
Accumulated depreciation 1 Jan. - -4,148,466.27 -254,526.33 - -4,402,992.60
Disposals, accumulated depreciation - - 4,096.91 - 4,096.91
Depreciation for the period - -255,503.23 -453.80 - -255,957.03
Accumulated depreciation 31 Dec. - -4,403,969.50 -250,883.22 - -4,654,852.72
Book value 31 Dec. 2022 2,157,216.05 944,506.12 - 57,266.48 3,158,988.65
Revaluation 2023
Revaluations are included in the carrying amount of land.
Land and water areas 31 Dec. 2023 1,722,096.65
9. Investments
Investments, other investments and receivables 2023
Holdings in Group companies Holdings in associated companies Other investments Other receivables Total
Acquisition cost 1 Jan. 32,178,252.50 12,158,279.85 11,970.30 6,433.30 44,354,935.95
Additions 1,545,336.00 - - - 1,545,336.00
Disposals -2,185,681.44 - - -2,600.00 -2,188,281.44
Book value 31 Dec. 2023 31,537,907.06 12,158,279.85 11,970.30 3,833.30 43,711,990.51
Investments, other investments and receivables 2022
Holdings in Group companies Holdings in associated companies Other investments Other receivables Total
Acquisition cost 1 Jan. 32,178,252.50 12,158,279.85 11,970.30 3,833.30 44,352,335.95
Additions - - - 2,600.00 2,600.00
Book value 31 Dec. 2022 32,178,252.50 12,158,279.85 11,970.30 6,433.30 44,354,935.95
10.   Shares of Group companies,  associated companies and other shares and receivables
Domicile Holding
Group companies
Apetit Ruoka Oy Säkylä 100
Apetit Kasviöljy Oy Kirkkonummi 100
Lännen Sokeri Oy, non operative company Säkylä 100
Associated companies
Sucros Oy Helsinki 20
Foodwest Oy Seinäjoki 18
Other shares, holdings and long-term receivables Book value
Unquoted shares and holdings 11,970.30
Connection fees, long-term receivables 3,833.30
Total 15,803.60
11.  Long-term receivables
31.12.2023 31.12.2022
Loans receivables from Group companies 8,686,111.10 10,638,888.88
Other receivables 577,311.66 647,345.30
Total 9,263,422.76 11,286,234.18
12.  Short-term receivables
31.12.2023 31.12.2022
Accounts receivable 29,733.89 10,963.81
Amounts owed by the Group companies
Accounts receivable 2,183,809.41 630,781.38
Loans receivable 12,952,777.78 12,952,777.78
Group bank account receivables - 3,436,784.27
Group contribution receivables 2,800,000.00 1,600,000.00
Other receivables - 269,450.26
Total 17,936,587.19 18,889,793.69
Amounts owed by the associated companies Accounts receivable
Accounts receivable 18,180.69 18,947.45
Total 18,180.69 18,947.45
Other receivables from others
Other 55,053.14 20,174.40
Total 55,053.14 20,174.40
Short-term receivables total 18,039,554.91 18,939,879.35
13. Deferred tax assets
31.12.2023 31.12.2022
Deferred tax assets, carry forward of unused tax losses 1,096,309.21 1,413,642.01
Deferred tax assets of EUR 317,646.38 (-132,978.76)  have been recognised for the loss to be confirmed in 2023.
The net amount of the off-balance sheet deferred tax liability is EUR 3.852,45
14.  Changes in shareholders’ equity
31.12.2023 31.12.2022
Share capital 1 Jan. 12,635,152.00 12,635,152.00
Share capital  31 Dec. 12,635,152.00 12,635,152.00
Share premium account 1 Jan. 23,390,595.88 23,390,595.88
Share premium account 31 Dec. 23,390,595.88 23,390,595.88
Contingency reserve 1 Jan. 7,232,080.84 7,232,080.84
Contingency reserve 31 Dec. 7,232,080.84 7,232,080.84
Invested non-restricted equity capital 1.1 233,680.00 111,280.00
Invested non-restricted equity capital 31.12 233,680.00 111,280.00
Retained earnings 1 Jan. 41,916,275.28 44,847,477.95
Transfer from previous year's profit 671,713.81 -435,239.47
Dividends paid -3,127,154.00 -2,495,963.20
Amount paid for own shares -238,484.05 -
Retained earnings 31 Dec. 39,222,351.04 41,916,275.28
Profit / loss for the financial year 2,077,630.40 671,713.81
Shareholders’ equity 31 Dec. 84,791,490.16 85,957,097.81
Distributable funds
Contingency reserve 7,232,080.84 7,232,080.84
Invested non-restricted equity capital 39,222,351.04 111,280.00
Retained earnings 233,680.00 41,916,275.28
Profit for the financial year 2,077,630.40 671,713.81
Distributable funds  31 Dec. 48,765,742.28 49,931,349.93
15. Liabilities
31.12.2023 31.12.2022
Long-term liabilities
Provisions for pensions 577,311.66 647,345.30
Total 577,311.66 647,345.30
Short-term liabilities
Trade payables 495,449.93 186,426.86
Total 495,449.93 186,426.86
Amounts owed to Group companies
Trade payables 18,466.08 -
Other liabilities 61,356.64 61,356.64
Group account liabilities 2,605,953.35 2,615,187.12
Total 2,685,776.07 2,676,543.76
Amounts owed to associated companies
Trade payables 4,076.93 24,378.78
Other liabilities
Tax account payable 255,527.81 253,104.37
Accrued expenses and deferred income
Personnel expenses 838,191.72 205,463.86
Accruals  of expenses 165,944.29 22,181.67
Total 1,004,136.01 227,645.53
Long-term non-interest-bearing liabilities 577,311.66 647,345.30
Short-term liabilities, interest-bearing, total 2,605,953.35 2,615,187.12
Short-term liabilities, non-interest-bearing, total 1,839,013.40 752,912.18
Total 5,022,278.41 4,015,444.60
16. Contingent liabilities
31.12.2023 31.12.2022
Lease liabilities
Falling due during the following year 179,830.86 166,971.18
Falling due at later date 177,664.92 329,760.00
Other lease liabilities
Falling due during the following year 16,185.57 16,297.47
Falling due at later date 13,622.85 30.00
Other liabilities
Guarantees 51,112.80 51,112.80
Contingent liabilities on behalf of the Group companies
Guarantees 2,155,000.00 2,155,000.00
Liabilities total 2,593,417.00 2,719,171.45
Outstanding derivative instruments
Interest rate swaps
Nominal value of underlying instruments - 10,000,000.00
Market value - 43,906.91
0
The company is required to revise the value-added tax deductions carried out on the real estate investments finished in 2014 if the use of the property is decreased during the revision period. The maximum amount of the commitment is €175,196.89 and the final revision year is 2032.
Proposal of the Board of Directors for the distribution of profits
The parent company’s distributable funds totalled EUR 48,765,724.28 on 31 December 2023, of which EUR 2,077,630.40 is profit for the financial year.
The Board of Directors will propose to the Annual General Meeting that the distributable funds be used as follows:
EUR
Distributed as a dividend of EUR 0.75 per share i.e. a total of at Financial statement date
0 4,738,182.00
for the number of shares owned by outside the company 4,676,850.75
No significant changes have taken place in the financial position of the parent company since the end of the financial year. The company’s liquidity is good, and the Board deems that the company’s solvency will not be jeopardised by the proposed distribution of dividends. No dividend will be paid on the company's own shares.
Signatures to the Board of Directors’ report and financial statements
Säkylä 14 February 2024
Lasse Aho                                            Tero Hemmilä Annikka Hurme
Chairman
Kati Sulin                                               Niko Simula Antti Korpiniemi
Esa Mäki
CEO
An auditor’s report has been issued today.
Säkylä 14 February 2023
Ernst & Young Oy
Authorised Public Accountants
Osmo Valovirta, KHT Erika Grönlund, KHT
Kirjanpidon kirjat, tositelajit ja kirjanpitoaineiston säilytys  
  
Kirjanpidon kirjat elektronisessa muodossa  
  
Pääkirjanpito  
Tuloslaskelma ja tase  
Osakirjanpito  
Myyntisaamiset  
Ostovelat  
Käyttöomaisuus  
Kirjanpidon tositelajit D365 F&O -toiminnanohjausjärjestelmässä  
  
Kassatositteet  
AR_6 Maksutosite
AR_PaymRef Asiakkaan viitemaksut
AP_Pay Ostolaskujen maksut toimittajille
AP_2 Maksujen kohdistuksen tositteet
GL_Bank Pankkitositteet
  
Muistio- jaksotus- ja muut tositteet  
GL_Memo Muistiotositteet
GL_Allo Vyörytystositteet
GL_Allox Vyörytystositteet, aputiliöinti
GL_1 Kirjauskansion eränumero
GL_VAT ALV-maksuajo
GL_X Konversiotosite
  
Myyntilaskut  
AR_1 Vapaatekstilasku
  
Toimittajalaskut  
EF_HYV ExFlow hyväksytyt laskut
EF_LR ExFlow laskurekisteri
EF_JAKS ExFlow kuluvaraus
  
Liittymien kautta tulevat kirjanpidon tositteet  
GL_Travel Matkalaskutapahtumat
FA_GLJ Käyttöomaisuuden SUMU tapahtumat
GL_Salary Palkkatositteet
  
Käyttöomaisuus kirjanpito Kasperi
Sähköinen laskujen kiertojärjestelmä ExFlow
Matka- ja kululaskujen järjestelmä M2
Maksuliikenteen ja kassan hallintajärjestelmä Nomentia
  
Palkanlaskenta, Accountor ja muut palkanlaskentaohjelmat  
  
Kirjanpitoaineiston säilytyksessä noudatetaan KPL 2:10 §:n säännöksiä.  
  
Tilinpäätös, toimintakertomus, kirjanpidot, tililuettelo sekä luettelo kirjanpidoista ja aineistoista säilytetään vähintään 10 vuotta ja tositeaineisto 6 vuotta tilikauden päättymisestä.
Apetit Oyj on siirtynyt tilikauden aikana 11/2023 käyttämään D365 F&O -toiminnan ohjausjärjestelmää. Aiemmin on käytetty SAP. SAP kirjanpidon tositteet löytyvät vuoden 2022 tilinpäätöksestä.
Key indicators
Financial ratios
Profitability Continuing operations
EUR million 2023 2022 2021 2020 2019
Net sales 175.5 181.7 283.9 292.9 296.9
Exports 32.5 42.4 108.5 134.0 134.4
Operating profit 7.5 3.5 2.8 3.9 -4.8
% of net sales 4.3 1.9 1.0 1.3 -1.6
R & D expenses 1.6 1.4 1.0 1.0 1.3
% of net sales 0.9 0.8 0.4 0.4 0.4
Financial income (+)/expenses(-), net -0.2 -0.2 -0.4 -0.5 -0.7
Result before taxes 11.3 3.8 2.9 3.7 -6.4
% of net sales 6.4 2.1 1.0 1.3 -2.1
Result for the period 9.8 3.2 2.4 3.1 -5.4
% of net sales 5.6 1.7 0.8 1.0 -1.8
Attributable to
Shareholders of the parent company 9.8 3.2 2.4 3.1 -5.4
Non-controlling interests - - - - -
Finance and financial position Group
EUR million 2023 2022 2021 2020 2019
Return on equity, % (ROE) 9.8 5.5 2.5 3.4 -4.5
Return on capital employed, % (ROCE) * 7.3 5.7 2.4 3.3 -4.0
Equity ratio, % 78.9 81.8 59.4 66.5 55.0
Net gearing, % -5.7 -13.2 26.6 21.7 35.9
Non-current assets 74.9 64.9 68.0 67.7 64.4
Inventories 34.8 30.1 70.8 58.7 66.4
Other current assets 21.4 22.3 18.2 16.3 39.9
Shareholders' equity 103.5 96.0 93.3 95.0 93.9
Distributable funds 48.8 49.9 51.8 55.2 55.1
Interest-bearing liabilities 8.1 2.1 32.3 21.7 36.6
Non-interest-bearing liabilities 19.5 19.2 31.6 26.1 40.3
Balance sheet total 131.1 117.3 157.1 142.8 170.8
Other indicators Continuing operations
EUR million 2023 2022 2021 2020 2019
Gross investments excluding business acquisitions 7.5 5.0 6.6 7.8 11.5
% of net sales 4.3 2.8 2.3 2.7 4.0
Gross investments excluding business acquisitions 0.2 0.0 - 0.0 -
% of net sales 0.0 0.0 - 0.0 -
Group
2023 2022 2021 2020 2019
Personnel, FTE 298 303 337 343 452
Share indicators Group
2023 2022 2021 2020 2019
Earnings per share, EUR 1.56 0.83 0.38 0.52 -0.71
Dividend per share, EUR * 0.75 0.50 0.40 0.50 0.45
Dividend per earnings, % 48.1 60.1 105.4 96.6 -
Effective dividend yield, % * 5.7 4.9 3.1 4.7 5.7
P/E ratio 8.4 12.3 33.9 20.8 -
Shareholders' equity per share, EUR 16.60 15.38 14.95 15.26 15.09
Share performance, EUR
Lowest price during the year 10.10 9.62 10.70 7.12 7.66
Highest price during the year 13.50 13.90 14.90 10.80 9.84
Average price during the year 12.35 10.94 13.09 8.94 8.54
Share price at the end of the year 13.15 10.20 12.85 10.70 7.84
Share turnover
Share turnover (1,000 pcs) 551 500 1,094 1,627 1,252
Turnover ratio, % 8.7 7.9 17.3 25.8 20.0
Share capital, EUR million 12.6 12.6 12.6 12.6 12.6
Market capitalisation, EUR million 84.1 64.4 81.2 67.6 49.5
Dividends, EUR million * 4.7 3.1 2.5 3.1 2.8
Number of shares
Number of shares 6,317,576 6,317,576 6,317,576 6,317,576 6,317,576
Average adjusted number of shares 6,250,366 6,239,744 6,234,286 6,223,332 6,217,118
Adjusted number of shares at the end of the period 6,235,801 6,239,908 6,238,923 6,228,346 6,222,876
Number of own shares 81,775 77,668 78,653 89,230 94,700
* Proposal of the board of directors
Calculation of key indicators
IFRS key figures
Earnings per share = Net income attributable to the equity holders of the parent
Average number of outstanding shares during financial year
Alternative performance measures
According to the ESMA (European Securities and Markets Authority) Guidelines on Alternative Performance Measures, an Alternative Performance Measure (APM) is understood as a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. In addition to IFRS key figures, Apetit uses and reports the following alternative performance measures:
Return on equity (ROE), % = Profit/loss for the period
Total equity (average for the beginning and end of the period)
Return on capital employed (ROCE), % = Operating profit
Capital employed, average of the last five quarter ends
Capital employed = Equity + interest-bearing liabilities
Equity ratio, % = Total equity                                                                                  
Total assets - Advance payments received
Gearing, % = Interest-bearing net debt
Total equity
Interest-bearing net liabilities = Interest-bearing liabilities - Cash and cash equivalents  - Short term investments
Dividend per earnings, % = Dividend per share                                                                      
Earnings per share
Effective dividend yield, % = Dividend per share
Share price at the end of the period
Price/earnings ratio (P/E) = Share price at the end of the period
Earnings per share
Shareholders' equity per share = Equity attributable to the equity holders of the parent company
Basic number of outstanding shares on 31 December
Market capitalisation = Basic number of outstanding shares x Closing share price
Major Shareholders on 29 December 2023
Number of shares % Number of votes %
Valio's Pension Fund 580,108 9.2 580,108 9.3
Berner Oy 499,667 7.9 499,667 8.0
Eela Esko 392,392 6.2 392,392 6.3
Nordea Nordic Small Cap Fund 367,860 5.8 367,860 5.9
Central Union of Agricultural Producers and Forest Owners 205,485 3.3 205,485 3.3
Poutiainen Juha 110,000 1.7 110,000 1.8
Laakkonen Mikko 102,802 1.6 102,802 1.6
Niemi trust fund SR 100,096 1.6 100,096 1.6
Pharmacies Pension Fund 90,395 1.4 90,395 1.4
Skandinaviska Enskilda Banken ABP, Helsinki Branch 89,024 1.4 89,024 1.4
Top 10 sub-total 2,537,829 40.2 2,537,829 40.5
Nominee-registered shares 146,099 2.3 146,099 2.3
Other shareholders 3,551,873 56.2 3,577,000 57.1
External ownership total 6,235,801 98.7 6,260,928 100.0
Shares owned by the company 81,775 1.3
Total 6,317,576 100.0
Distribution of ownership on 29 December 2023
% of shareholders % of shares
Companies total 2.3 19.1
Financial and insurance institutions 0.1 6.1
Public organisations 0.2 12.2
Private households 96.3 55.6
Non-profit organisations 0.9 4.6
Foreign owners 0.1 0.0
Nominee-registered 2.3
Total 100.0
Distribution of shareholdings on 29 December 2023
Shares Number of shareholders % of shareholders Number of shares % of shares
pcs % pcs %
1 100 7,010 57.4 268,020 4.2
101 500 3,833 31.4 925,275 14.6
501 1000 782 6.4 582,770 9.2
1001 5000 493 4.0 936,881 14.8
5001 10000 49 0.4 326,476 5.2
10001 50000 26 0.2 483,857 7.7
50001 100000 6 0.0 435,887 6.9
100001 500000 7 0.1 1,778,302 28.15
500001 1 0.0 580,108 9.2
Total 12,207 100.0 6,317,576 100.0
Independent Auditor’s Report on Apetit Oyj’s ESEF-Consolidated Financial Statements (Translation of the Finnish original)
To the Board of Directors of Apetit Oyj
We have performed a reasonable assurance engagement on the iXBRL tagging of the consolidated financial statements included in the digital files 743700RSFZUIQYABYT14-2023-12-31-fi.zip of Apetit Oyj (business identity code: 0197395-5) for the financial year 1.1.-31.12.2023 to ensure that the financial statements are marked/tagged with iXBRL in accordance with the requirements of Article 4 of EU Commission Delegated Regulation (EU) 2018/815 (ESEF RTS).
Responsibilities of the Board of Directors and Managing Director
The Board of Directors and Managing Director are responsible for the preparation of the Report of Board of Directors and financial statements (ESEF financial statements) that comply with the ESESF RTS. This responsibility includes:
·         Preparation of ESEF-financial statements in accordance with Article 3 of ESEF RTS
·         Tagging the primary financial statements, notes to the financial statements and the entity identifier information in the consolidated financial statements included within the ESEF-financial statements by using the iXBRL mark ups in accordance with Article 4 of ESEF RTS
·         Ensuring consistency between ESEF financial statements and audited financial statements.
The Board of Directors and Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of ESEF financial statements in accordance the requirements of ESEF RTS.  
Auditor’s Independence and Quality Management
We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are relevant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The firm applies International Standard on Quality Management (ISQM) 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements
Auditor’s Responsibilities
In accordance with the Engagement Letter we will express an opinion on whether the electronic tagging of the consolidated financial statements complies in all material respects with the Article 4 of ESEF RTS. We have conducted a reasonable assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000.
The engagement includes procedures to obtain evidence on:
·         whether the tagging of the primary financial statements in the consolidated financial statements complies in all material respects with Article 4 of the ESEF RTS
·         whether the tagging of the notes to the financial statements and the entity identifier information in the consolidated financial statements complies in all material respects with Article 4 of the ESEF RTS
·         whether the ESEF-financial statements are consistent with the audited financial statements.
The nature, timing and extent of the procedures selected depend on the auditor’s judgement including the assessment of risk of material departures from requirements sets out in the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our statement.
Opinion
In our opinion the tagging of the primary financial statements, notes to the financial statements and the entity identifier information in the consolidated financial statements included in the ESEF financial statements 743700RSFZUIQYABYT14-2023-12-31-fi.zip of Apetit Oyj for the year ended 31.12.2023 complies in all material respects with the requirements of ESEF RTS.
Our audit opinion on the consolidated financial statements of Apetit Oyj for the year ended 31.12.2023 is included in our Independent Auditor’s Report dated 14.2.2024. In this report, we do not express an audit opinion any other assurance on the consolidated financial statements.
Helsinki 1.3.2024
Ernst & Young Oy
Authorized Public Accountant Firm
Osmo Valovirta
Authorized Public Accountant
KHT
Osmo Valovirta
KHT
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