• Idun’s target is at least 15 percent growth in operating profit EBITA per year, where about 5 percent from organic growth, and the excess part from company acquisitions
• The financial net debt in relation to operating profit before depreciation (EBITDA) should be less than 3.5x over time
• The Group’s profits and available cash flow shall primarily be reinvested in the business and / or used for new acquisitions of Group companies. Idun aims to distribute a maximum of 10 percent of the profit for the year adjusted for goodwill amortization

Idun Industrier AB (publ)
(Reg. No. 556924-7009)

§ 1 Name of Company
The Company’s name is Idun Industrier AB (publ).

§ 2 Registered office
The Company’s registered office shall be situated in Stockholm.

§ 3 Object of the Company’s business
The object of the Company’s business is to, directly or indirectly, own and manage real and movable properties, primarily shares, and any other activities compatible therewith. The Company shall also provide advisory services in relation to financing, accounting, business and related areas, as well as let office space.

§ 4 Share capital
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

§ 5 Number of shares
The number of shares shall be not less than 7,000,000 not more than 28,000,000.

§ 6 Financial year
The Company’s financial year shall be the calendar year.

§ 7 Board of Directors
The Board of Directors shall consist of not less than three and not more than seven members, with not less than zero and not more than seven deputy board members.

§ 8 Auditor
The Company shall have one or two auditors. A registered accounting firm may be appointed as Auditor.

§ 9 Notice of general meeting
Notice of general meetings shall be made by an announcement in the Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and by making the notice available on the Company’s website. The Company shall advertise in Dagens Industri that notice have been made.

§ 10 Right to participate at general meetings
Those who wish to attend a general meeting must give notice of attendance to the Company no later than the day set out in the notice to attend the general meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and must not be earlier than the fifth weekday prior to the general meeting. A shareholder may bring along one or two assistants at general meeting of shareholders, however, only if the shareholder has reported this in accordance with the preceding paragraph.

§ 11 Matters at annual general meeting
The following matters shall be addressed at annual general meeting:

1. election of a chairman of the meeting;
2. preparation and approval of the voting list;
3. approval of the agenda;
4. election of one or two persons who shall approve the minutes of the meeting;
5. determination of whether the meeting was duly convened;
6. submission of the annual report and the Auditors’ report and, where applicable, the consolidated financial statements and the Auditors’ report for the Group;
7. resolutions regarding: a) the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet; b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet; c) discharge of the Members of the Board of Directors and Managing Director from liability.
8. determination of the number of members of the Board of Directors and auditors;
9. determination of fees for members of the Board of Directors and the Auditors;
10. election of the Members of the Board of Directors and the Auditors; and
11. other matters which are set out in the Swedish Companies Act or the company’s articles of association.

§ 12 Different classes of shares
The Company may issue shares of two classes, class A and class B. Each share of class A shall carry ten votes, and each share of class B shall carry one vote. Shares of either class may be issued up to an amount corresponding to the entire share capital.

In the event of new issues of shares, warrants and convertibles where payment is not to be made by contribution in kind, holders of shares of class A and class B shall enjoy pre-emption rights to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emption right). Shares which are not subscribed for pursuant to the primary pre-emption rights shall be offered to all shareholders (secondary pre-emption right). If the shares thus offered are not sufficient for the subscription pursuant to the secondary pre-emption rights, the shares shall be allocated between the subscriber’s pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots.

The above shall not limit the right to resolve upon an issue with a deviation from the shareholders’ pre-emption rights.

§ 13 Conversion clause

It shall be possible to reclassify Class A shares to Class B shares. Holders of Class A shares shall be entitled to request that all or part of the shareholder’s Class A shares shall be reclassified to Class B shares. A majority representing more than half of all issued Class A shares shall also be entitled to request that all Class A shares be reclassified to Class B shares, or that part of all Class A shares be reclassified to Class B shares. When reclassifying a part of all Class A shares, reclassification shall be made pro rata in relation the shareholders’ holdings of Class A shares. The request shall be made in writing to the Board of Directors. The request shall state the number of Class A shares that the majority wants to reclassify. The Board of Directors shall, within three months of the request for reclassification, consider the question of reclassification. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Register (Sw. Bolagsverket) for registration. The reclassification is effected when it has been registered and the reclassification been noted in the CSD Register.

§ 14 Central securities depository
The Company’s shares shall be registered in a central securities depository register pursuant to the Swedish Central Securities Depositaries and Financial Instruments Accounts Act.

§ 15 Proxy collection, postal voting and the presence of visitors at the General Meeting

Persons not being shareholders of the Company shall be entitled, on the conditions stipulated by the Board of Directors, to attend or in any other manner follow the proceedings at a General Meeting.

The Board of Directors may collect proxies pursuant to the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors may decide before a General Meeting that the shareholders shall be entitled to exercise their voting rights before the General Meeting by post pursuant to the procedure stated in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

CODE OF CONDUCT

This code of conduct is applicable for all companies and employees within the Idun Group. This code describes how we expect managers, employees and suppliers to work and comply with international conventions linked to human rights, working conditions and principles regarding sustainability, anti-corruption and corporate governance. The code is intended to serve as a guide for our employees. Assessment and adjustment of the code is made on a group level.

Fundamental principles for Idun

• Comply with local laws and regulations in the countries where we operate
• Stimulate and encourage sustainable business development in guidelines, decisions and activities
• Implement this code of conduct in our internal processes

Values

• Business principles - Idun believes in the long-term perspective and the importance of good business ethics and that employees act ethically in their work, in relationship with our stakeholders and the society
• Human rights – Idun believes that employees, partners and other stakeholders should be treated equally and with respect
• Sustainability – Idun believes that a sustainable business development is a key to our continued operations
• Responsibility – It is the responsibility of every employee to comply with local laws, good business practice and this code

Sustainability

The overall goal with Idun’s work with sustainability is to contribute to and support a long-term sustainable society. Idun and our Group companies should follow and act in accordance with applicable laws and regulations. In addition, try to integrate the bullets below in our internal processes. To reduce our footprint we try to:

• Offer products to our customers that consist of recyclable material and without harmful additives. To achieve this goal, we need to have a continuous dialogue with our customers and suppliers
• Buy and promote a sustainable supply chain in order to limit the environmental impact on society
• Promote environmental responsibility by encouraging our suppliers and customers to join international initiatives to promote a sustainable society
• Optimize our energy consumption, not only in our own production and in relation to our transports, but also by developing energy-efficient solutions for our customers
• Limit the environmental impact of our waste and air emissions
• Educate our employees in environmental-related issues
• Reduce negative environmental impact in our processes
• Choosing logistics partners who conduct their business sustainably and in line with our own work and goals

Human rights and worker’s rights

• Idun supports and respects internationally recognized human rights. All individuals shall be treated with respect for their dignity and integrity and the same opportunities shall apply to all regardless of ethnicity, nationality, gender, transgender identity or expression, sexual orientation, religion or any other belief, political opinion, disability, age, or any other characteristic that needs protection according to applicable law
• Idun does not accept any form of mental or physical punishment, threat of punishment, discrimination, bullying, sexual or other form of harassment
• Idun strongly opposes all forms of forced labour including slavery, penal servitude, human trafficking and child labour
• The employee must be given the opportunity for an annual performance review. The responsibility for carrying out the development interview is shared between the employee and manager
• Wages and benefits shall be competitive. Commitment and responsibility shall be rewarded
• We believe in an open and transparent dialogue between the employee and the manager
• Our managers must act respectfully, take responsibility and act when needed
• We strive towards a safe and pleasant working environment with a balance between professional and private life
• We expect all employees to come to work sober and unaffected. All employees must therefore refrain from any alcohol or drug abuse that could affect their work
• Our employees have the right to join or form an association, to organize themselves and to negotiate, collectively or individually. No employee shall risk harassment or retaliation for exercising these rights
• We treat people fairly, do not accept any discrimination, promote diversity, conduct our business ethically and support our employees’ right to organize. We also comply with laws, regulations and guidelines

Anti-corruption

• We have zero tolerance for all forms of corruption, such as illegal payments, bribery, kickbacks or any other form of dubious inducements to influence any business transaction
• We expect all employees to comply with all applicable laws and regulations in all locations where we conduct business
• Suspicions of corruption must always be investigated and reported to the police
• All employees must conduct business in a legal and ethical manner
• We want our partners to know that we conduct business with zero tolerance for corruption. A practice that is against our guidelines may be considered acceptable in a particular country but that does not mean it is acceptable for Idun

Information disclosure and communication

The Company’s communication has the overall goal of strengthening trust in the Company and its management. Well-functioning communication promotes the Company’s business operations by:

• Strengthen confidence in business concept, goals and strategies
• Increase knowledge of our operations and our Group Companies
• Provide the financial market with knowledge so that the financial instrument’s rate fairly reflects the Company’s qualities and values
• Strengthen trust in management, employees and owners
• Engage the employees in the Company’s development
• Facilitate the recruitment of key employees

The principal rule for Idun’s information disclosure is that the Company must inform the public as soon as possible about insider information that directly affects the Company and that such information must be made public to all target groups at the same time

All employees are expected to handle all company information carefully. If they do not know with certainty that certain information does not affect the price or has been made public, they may not spread information about Idun or the Group. More information can be found in Idun’s complete information policy

Whistleblowing

The overall purpose is to encourage employees to report incidents or concerns without risk of discrimination or punishment. This allows employees to raise serious concerns they have about something affecting Idun or the Group, rather than overlooking a problem or seeking a solution to the problem outside the Group. Idun encourages our employees to live up to this by:

• Submission of data; opportunity to alert management to possible illegal and unethical behaviour

Idun must protect all employees who choose to disclose or raise concerns if the employee:

• Discloses the information in good faith
• Believes that it is substantially true
• Does not act maliciously or make false allegations
• Does not seek any personal or financial gain
• Idun must also handle all information with confidentiality and anonymity

To submit a report, please contact Oskar Samuelsson, who is responsible for the whistleblowing function at Idun, by e-post: oskar.samuelsson@idun.com or by phone: +46 70 966 13 25. Reports can be submitted anonymously if desired.

ESG questionnaire

We receive several sustainability questions from investors, and to facilitate investors’ analysis of our sustainability work, we have compiled answers to a number of questions. The questions are taken from Carnegie’s and Spiltan’s joint initiative “ESG questionnaire”.

General industry

• The industry’s three biggest sustainability-related challenges according to (the company) and briefly describe the process for identifying these challenges:

1. Sustainability management in a decentralized group
2. Environmental and climate impact
3. To offer a secure and equal workplace for all group employees

Idun’s management performed work where a series of challenges were identified and the above were assessed as the biggest challenges.

• Does (the company) have Science Based Targets, reports to the CDP or engages in any other relevant sustainability initiatives?

1. Science Based Targets: No
2. CDP: No
3. Other: Yes. Many group companies have ongoing initiatives and work aimed at improving sustainability aspects in their respective businesses.

• Have you conducted any preliminary assessments of your company in relation to the EU Taxonomy? If so, what was the outcome?

No

Environment

• List (the company)’s three primary risks related to climate change and list, if any, (the company)’s climate-related opportunities:

Idun has not identified any individual major risk in terms of climate change that could have a significant negative impact on the environment or the Group in the short- and medium term. Some companies use oil-based products in their production, but gradually replace them where possible with recycled or more environmentally friendly alternatives. Some of the group companies have an offering with distinct sustainability advantages over alternatives, which poses an opportunity (including for example TURAB – renewable energy/hydropower and BIA oil- and petrol separators).

1. Risks associated with climate change are, for example, that demand for products and services may change as a result of climate change that has occurred or is expected.
2. Climate change can also lead to changes in legislation that can affect our companies.
3. A third risk associated with the area is that companies that do not succeed in changing in step with changing market conditions are likely to lose competitiveness and demand.

Other climate-related opportunities

1. Investments in companies with sustainable business models
2. Make existing Group Companies’ products and services more sustainable
3. Take advantage of the rapidly increasing demand in society for products and services that contribute positively to development from a sustainability perspective

• Does (the company) have climate-related investments?

Climate-related investments are being made continuously in our Group Companies. Everything from producing in more sustainable materials to e.g. more resource-efficient energy use, change of energy type in terms of e.g. heating, investments in electricity production (e.g. solar panels and other initiatives to improve the sustainability aspect of energy generation in the companies; such have taken place in several companies), systematic work to reduce emission levels and environmental impact of various kinds. The issue is a priority and we make climate-related investments every year.

• Circular economy: How are purchases and waste managed? Does (the company) rely on any scarce resources for its operations? What efforts are made to mitigate the risk of those resources becoming even more scarce in the future?

Some of our companies have an environmental certification (ISO 14001) and for companies where purchases and waste are assessed as significant, purchases and waste are addressed. At Group level, we do not to date have this information comprehensively compiled.

The Business Area Manufacturing consists of ten companies that mainly manufacture industrial products that are produced with input goods such as metal, plastic and wood. None of the companies is highly dependent on any raw material for which there is a general shortage. However, efficient resource utilization is central so that shortcomings do not arise, and for e.g. the business footprint of a business should be as limited as possible. We have a number of processes and activities ongoing relating to substitution (e.g. substitution of plastic pulp made from fossil raw materials, in favor of different types of bioplastics and recycled plastic) and reuse of materials (e.g. Orrtorp Granit which is the Group Company BIA’s registered trademark for recycled raw materials from own and external production that is used as input and thus reduces waste).

• Transition-related risks: Does (the company) anticipate any risks or opportunities due to the transition to a carbon-neutral society? Is there any risk of the firm’s offer being negatively effected? If yes, is (the company) well positioned to handle that risk?

Our decentralized control model often gives us the opportunity to quickly adjust to changing external- or market conditions. We see that through the control model we can act faster than some of our competitors and thus strengthen our offering.

As Idun through the Group Companies offers a wide range of products and services, Idun believes that we have greater opportunities than certain competitors with a more focused product and / or service range to handle transition-related risks.

Several businesses have the opportunity to benefit from the transition to a more carbon-neutral society, such as TURAB, which renovates and manufactures hydropower turbines for fossil-free energy production. Several businesses are also exposed to risks in the area, such as Plastprint, where despite an increasing share of bio and recycled materials in the products and a more sustainable production than most alternatives, may meet increased skepticism towards plastic in general, or where the customer does not understand the difference.

• Disclose Scope 1, 2 & 3 GHG emissions. If not available, do you have a time plan for when to start reporting?

Idun does not report according to GHG today, but aims to report scopes 1,2 and 3 within four years.

• Have you set a target to become climate neutral? If so, how have you defined carbon neutrality?

No

• List (the company)’s primary means of making a positive environmental impact or minimising negative environmental impact. List the corresponding UN SDGs. What proportion of sales can be directly linked to selected UN SDGs?

Several of Idun’s Group Companies manufacture products and / or offer services that directly contribute to reducing greenhouse gas emissions and / or in other ways have a positive environmental impact. About 50% of TURAB’s sales come from service, maintenance and renovation of existing hydropower installations. Often, by renovating (often restoring the renovated turbine or related equipment in new condition) an existing obsolete installation, TURAB can avoid major environmental interventions. New installations with standard turbines can lead to e.g. that the entire building needs to be demolished and replaced. There is also the same effect on the new production side, where the new turbine is tailored to fit the existing building and installation (rather than using a standard turbine). Demand for green energy is rising dramatically, and hydropower is an important component in Swedish fossil-free energy production and for the energy balance. This is exclusively a replacement market where existing installations are replaced (rather than new establishment or exploitation of untouched watercourses). Prowash was the first in Sweden to introduce “Svanenmärkt” ecolabelled car washes where water is reused and cleaned. The company has a long history which shows that water quality often improves when the company takes over a facility from an alternative supplier. BIA Härdplast’s oil separator captures fossil fuels that are spilled from vehicles and go into storm water. Intermercato manufactures crane scales that are used in, among other things, material handling and recycling, where it is known how much material has been loaded on the truck with high precision and during movement, which leads to more efficient material handling and higher resource utilization. Idun has not linked the work to the SDGs.

Social

• Does (the company) have a history of accidents? If so, how have these been managed? Are there any preventive measures, such as policies?

Our Group Companies have not had any serious problems with work environment accidents. In 2022, a total of two accidents were reported to the Swedish Work Environment Authority. In 2021, no accidents were reported to the Swedish Work Environment Authority. In 2020, a total of two accidents were reported to the Swedish Work Environment Authority. Security patrols at our Group Companies are documented and serious deficiencies are remedied.

• If applicable, state (the company)’s targets for gender and cultural equality and indicate the relevant split of men/women at every level of the firm, particularly the Board of Directors and management team.

Idun has not set any goals in this area.

• Board of Directors – 20% women (one woman and four men)
• Management team – 0% women (three men)
• All employees – 23% women (164 women and 540 men)

The above compilation refers to the year 2022.

• Does (the company) conduct any community engagement activities aside from those directly connected to the business?

Several of our Group Companies support local social initiatives and the local community including e.g. sports clubs. In addition, Idun has centrally every year since 2015 supported Médecins Sans Frontières (MSF) financially as a “Business Partner”. Some of the group companies have also individually provided financial support to MSF and similar organizations.

• How often does (the company) conduct audits of its suppliers? How often do you discover incidents not compliant with your code of conduct?

As of today, there is no code of conduct for suppliers, but Idun intends to introduce it in the future. Our Group Companies carry out supplier visits and reviews. No major sustainability related shortcomings have been identified as part of such work.

Governance

• Do all staff members receive continuing education on anti-corruption? Is there an external whistle-blower function? Are there any ongoing or historical incidents involving corruption, cartels or any other unethical business conduct? Have any preventive measures been taken?

Everyone at the parent company conducts annual training in anti-corruption.

Idun’s whistleblowing function is currently handled by the CFO of the parent company. The Company is considering introducing an external whistleblowing function.

• The company’s business tax residence:

The parent company has Sweden as tax domicile as Idun is primarily active in Sweden and invests in Swedish quality companies. Some of the group companies have foreign subsidiaries and then the subsidiaries’ profits are taxed in the countries where they operate. In addition to Sweden, operations in subsidiaries are conducted in Norway, Finland, Latvia, France, Lithuania and Hong Kong.

• Are there independent members of the Board of Directors?

Yes, three out of five members of the Board of Directors are independent to major shareholders and to the Company’s management.

• Please state if and to what extent, (the company) has transactions with related parties.

All material transactions with related parties are presented in the annual report for the Company.

• Which KPIs dictate the renumeration to management (are sustainability and diversity goals included)?

The remuneration levels for the CEO and management are in line with other industry colleagues. In the parent company, there is no performance-based remuneration. The remuneration is a fixed monthly salary with an annual revision. The CEO’s and management’s goals are to deliver on the Company’s financial goals. Idun applies the so-called “pilot school” to a greater extent than its industry colleagues, which means that the Group’s key employees are offered to become, and are, co-owners in the equity of the business. This likely means that on an overall level, cash compensation levels are lower than many industry colleagues as a substantial part of the potential for personal value growth lies in co-ownership, which is a cornerstone of our investment philosophy. This creates a superior interest alignment between management and external shareholders compared to most other similar companies.

• Describe the company’s process for monitoring and reporting ESG issues and performance to senior management/the Board. Confirm what KPIs are monitored (if any) and how frequently reporting is undertaken.

Given how small the parent company is, there is no individual sustainability manager, but it is an important issue for all sex employees in the parent company. The CFO has a coordinating role for the sustainability work at an overall level in the Group and the chairman of each group company is responsible for the work in each group company with follow-up, activities, etc. KPIs (in some cases ESG-linked) are set in each group company’s Board of Directors, but there is no central reporting.

• Have you signed a Union agreement:

Yes, most of our Group Companies have signed collective union agreements.