From the Sector

Solvay held its Ordinary General Shareholders’ Meeting in Brussels, and shareholders voted in favor of all the proposed resolutions.

Solvay shareholders showed support to all resolutions and more specifically:

• The payment of a gross dividend of €2.43 per share for the year 2023. After deducting the interim dividend of €1.62 gross per share, paid on 17 January 2024, the balance amounts to €0.81 gross per share, payable from 5 June 2024.
• The re-election of Ms. Aude Thibaut de Maisières as a board member for a four-year term.
• The remuneration report.
• The appointment of EY for the assurance of sustainability information related to the Corporate Sustainability Reporting Directive (CSRD)

AkzoNobel shareholders voted in favor of all resolutions at the company’s 2024 Annual General Meeting. As well as adopting the 2023 financial statements, the dividend policy and total dividend per share of €1.98 for 2023 were also agreed.
 
In addition, Mrs. Jaska de Bakker, Mrs. Ute Wolf and Mr. Wouter Kolk were appointed as new members of the company’s Supervisory Board. Mr. Byron Grote – currently Deputy Chair and Chair of the Audit Committee – was appointed for a fourth term of one year. Dr. Pamela Kirby completed her second four-year term and has stepped down as a member of the Supervisory Board.

• Solvay’s FY 2023 financial statements reflect the Partial Demerger completed on December 9, 2023, with the Specialty businesses transferred to Syensqo classified as discontinued operations for 2023.
• New Solvay leadership team committed to drive the transformation of the company.
• Net sales for the full year 2023 at €4,880 million were down -12.6% organically versus 2022, driven primarily by volume declines. In Q4, net sales decreased organically by -18.9% from both lower volumes and prices.
• Underlying EBITDA of €1,246 million for the full year 2023 was stable (+0.2%) on an organic basis compared to a record 2022, with positive Net Pricing and lower fixed costs offsetting the drop in volumes. EBITDA in the fourth quarter was down -24.5% organically vs Q4 2022, fully driven by lower volumes, with variable costs reduction offsetting price erosion, while fixed costs decreased slightly.
• Underlying net profit from continuing operations was €588 million in 2023 compared to €740 million in 2022.
• Free Cash Flow of €561 million in 2023 (+17.3% vs. €479 million in 2022) resulting in a record FCF conversion ratio of 45.4%, thanks to the strong EBITDA performance and to the positive impact from working capital variation.
• ROCE was 20.4% in 2023, -2.5pp compared to 2022 as a result of lower profit.
• Solid balance sheet at the end of December 2023, in line with the target capital structure announced in November 2023, with an underlying net debt of €1.5 billion, which translates into a leverage ratio of 1.2x.
• Total proposed gross dividend of €2.43 per share, subject to shareholders’ approval during the next Ordinary General Meeting of May 28, 2024.
• Solvay continues to reduce its GHG emissions (-19% vs 2021, scope 1 and 2).
• 2024 Outlook: Organic growth of the underlying EBITDA of -10% to -20% compared to restated 2023; Free cash flow of minimum €260 million

2024 outlook
Across its product portfolio, Solvay expects current demand levels to continue over the next few months and, as such, expects H1 2024 volumes to be broadly in line with H2 2023. At this point, there is little visibility on the second half of the year, however there are signs that the trend in the second half could improve. Solvay expects Soda Ash prices over FY 2024 to be lower than FY 2023, consistent with the current market environment, which will affect the business margin in 2024. Pricing trends across Solvay’s other businesses are forecasted to be more resilient year on year.

Lower energy and raw materials prices should offset some of the negative pressure on the topline. More importantly, Solvay has started to implement cost savings initiatives that will start to deliver results in 2024.

For full year 2024, Solvay expects an organic growth of the underlying EBITDA by -10% to -20% versus a high comparison base in 2023, especially in H1. This translates into a range of €925 million to €1,040 million at a 1.10 EUR/USD exchange rate.

The organic growth of the underlying EBITDA is calculated from a 2023 restated figure of €1,154 million (vs a reported figure of €1,246 million).

Free cash flow to Solvay shareholders from continuing operations is expected to be greater than €260 million, in line with the cash usage prioritization presented during the Capital Market Day in November 2023. It is supported by Solvay’s ability to manage its capex and working capital to ensure the financing of its businesses and the payment of dividends while keeping the strength of its balance sheet intact.

Solvay remains committed to implement its strategic roadmap and reconfirms its 2028 targets as communicated at the Capital Markets Day of November 2023.

Borealis is commemorating its thirtieth year of operations. Born of a merger between Statoil and Neste, Borealis has expanded from its early Nordic roots to become one of the top polyolefins players. Its dedication to value creation through innovation has produced proprietary and transformative technologies which benefit society and accelerate the transition to a circular economy. The company is regularly ranked as Austria's top innovator in the European Patent Index and holds an extensive patent portfolio of around 8,900 granted patents. In Europe in particular, Borealis has for decades bolstered the industrial landscape by investing in its capital assets, and by providing thousands of jobs.

Innovations
Borealis uses technological innovation to add value to polyolefin-based applications, ensure that production processes are made more resource efficient, and to accelerate plastics circularity. Borstar®, the multi-modal proprietary technology for the manufacture of polyethylene (PE) and polypropylene (PP), has been a mainstay of Borealis success since the start-up of the first Borstar PE plant in Porvoo, Finland in 1995. Borstar has since been joined by other technology brands, like Borlink™, an innovation for the power cable industry; Borstar® Nextension Technology, an innovation that among other benefits facilitates the production of monomaterial applications designed for recycling; or the Borcycle™ M technology for mechanical recycling, which breathes new life into polyolefin-based, post-consumer waste, transforming it into applications with a lower carbon footprint.

Global Expansion
With the strong support of its two majority shareholders OMV (Austria) and The Abu Dhabi National Oil Company (ADNOC, UAE), Borealis continues to expand its global footprint. The joint venture Borouge, established in 1998 in the UAE, and listed on the Abu Dhabi Securities Exchange (ADX) since 2022, is one of the largest integrated polyolefin complexes. It is currently the site of the company’s largest-ever growth project: Borouge 4, the new USD 6.2 billion facility in Ruwais, which will serve customers in the Middle East and Asia. In North America, the Baystar™ joint venture, founded in 2017 and operated with partner TotalEnergies, entailed the construction of a new ethane cracker as well as the most advanced Borstar plant ever built outside of Europe. The PE Borstar 3G plant in Pasadena, Texas was started up in late 2023 and has brought Borstar to this continent for the first time. Borealis’ commitment to Europe as a production location is evidenced by the new, world-scale propane dehydrogenation (PDH) plant currently under construction at Borealis operations in Kallo, Belgium.

AkzoNobel has announced that Mrs. Jaska de Bakker, Mrs. Ute Wolf and Mr. Wouter Kolk will be nominated for appointment to the company’s Supervisory Board, while Mr. Byron Grote – currently Deputy Chair and Chair of the Audit Committee – will be nominated for a fourth term of one year.

Mrs. De Bakker is a financial leader with experience in strategy, governance and ESG. Currently a board member at various companies, she was previously CFO at Royal FrieslandCampina and at Royal HaskoningDHV.
 
Mrs. Wolf is a seasoned finance professional with more than 25 years of experience in financial management and corporate planning. She served as CFO of Evonik Industries AG for ten years and, prior to that, she held several senior positions within various industries and companies.
 
Mr. Kolk is the current CEO of Ahold Delhaize Europe and Indonesia. With more than 32 years of experience in commercial, operational, supply chain, strategic and general management roles, he brings a wealth of knowledge in different geographies and businesses.

Subject to the approval of his re-appointment, Mr. Grote will lead the supervision of the external auditor selection process, whereby the external audit firm of AkzoNobel will be replaced, starting with the audit of the 2026 financial statements. His re-appointment also ensures continuity during the change of the PWC lead partner in charge of the AkzoNobel account, as of the audit of the 2024 financial statements.  

The appointments and re-appointment will be put to shareholders for approval at the Annual General Meeting being held on April 25. Mrs. Pam Kirby, who is completing her second four-year term, will step down as member of the Supervisory Board as per the same date.

Solvay announced the future Board of Directors of SYENSQO, effective upon completion of the planned separation of Solvay into two companies – SOLVAY and SYENSQO – which is on track to be completed in December 2023.

SYENSQO’s Board will be composed of 10 members, including 6 independent members, 3 members representing the reference shareholder, Solvac, and the company CEO. They have deep expertise in specialty industries, international business operations, risk management, corporate governance, finance and clean technology.

The following individuals will serve on the SYENSQO Board of Directors:
Rosemary Thorne will serve as independent Director and Chair of the SYENSQO Board, as well as Chair of the Board’s Finance Committee. She is currently an Independent Director on the Solvay Board of Directors, appointed in 2014, and Chair of the Board’s Audit Committee. She is also an Independent Director on the Board of Merrill Lynch International (UK), a wholly-owned subsidiary of Bank of America, serving as Chair of the Audit Committee. Ms. Thorne has decades of financial leadership experience across a wide range of industries. She previously served as Chief Financial Officer at J. Sainsbury, the UK’s largest supermarket chain at the time; Bradford & Bingley; and Ladbrokes. Ms. Thorne previously sat as an Independent Director on the Boards of Royal Mail Group, Cadbury Schweppes, Santander UK, First Global Trust Bank and Smurfit Kappa Group.

Dr. Ilham Kadri will serve as Chief Executive Officer and member of the Board of Directors of SYENSQO. She is currently CEO and President of the Executive Committee at Solvay. Ms. Kadri has successfully led the turnaround of Solvay, delivering double-digit EBITDA growth and 18 consecutive quarters of positive free cash flow, deleveraging the balance sheet and promoting superior people engagement. She is an independent Board member at A.O. Smith and L’Oréal. She is active in non-profit organizations, as Chair of the World Business Council for Sustainable Development (WBCSD), member of the steering committee of the European Round Table of Industrialists (ERT) as well as a permanent member of the World Economic Forum’s International Business Council (WEF). Ms. Kadri has extensive leadership experience across a variety of industries in four continents and with leading industrial multinationals, including Shell, UCB, Huntsman, Dow, Sealed Air. Prior to Solvay, she was CEO and President of Diversey in the USA, led the company’s return to profitability and resulting spin off and divestiture to Bain Capital. She founded two non-Profit foundations: the Solvay Solidarity Fund in Belgium in 2020 which supported more than 7000 families affected by Covid-19 and natural disasters; and founded the ISSA Hygieia Network in 2015 in the USA, to help women in the cleaning industry. She received two Doctor Honoris Clausa from EWHA University in Korea and Université de Namur in Belgium.

Julian Waldron will serve as independent Director and Chair of the Audit Committee. He currently serves as Deputy Executive Chairman of privately-held Albea Group, a global beauty and personal care packaging company which operates 35 facilities in Europe, Asia and the Americas. Mr. Waldron has held senior leadership roles at several leading listed companies in the industrial, technology and services sectors and brings a wealth of expertise in finance and business operations. Prior to joining Albea in 2022, he was Chief Financial Officer of Suez for three years after serving as Chief Financial Officer and subsequently Chief Operating Officer of Technip. He started his career at UBS Warburg where he spent 14 years. Mr. Waldron also served as an independent Board member and Chairman of finance, risk and investments at Carbon Clean, a privately-owned carbon capture company dedicated to achieving net zero.

Heike Van de Kerkhof will serve as independent Director and Chair of the Nomination Committee. She currently sits on the Board of OCI N.V.. Ms. Van de Kerkhof brings more than 30 years of experience in the chemicals, oil & gas and materials industries, having served in numerous leadership roles around the globe. From 2020 to 2023, she was Chief Executive Officer of Archroma Management, a global specialty chemicals company. During her tenure, she successfully completed the transformational acquisition of Huntsman’s Textile Effects business. Prior to her role at Archroma, Ms. Van de Kerkhof served as Vice President of Lubricants, Western Hemisphere at BP, and held positions at Castrol, The Chemours Company, and Neste Corporation. She also held many leading roles within DuPont over 18 years.

Matti Lievonen will serve as independent Director and Chair of the Compensation Committee. He is currently an independent director on the Solvay Board, appointed in 2017. Mr. Lievonen is a proven executive in the energy, forestry, power and automation industries with an extensive track record of leading businesses through climate transition. For over ten years until 2018, he served as Chairman and Chief Executive Officer of Neste Corporation, a global leader in next-generation renewable fuels and chemicals. During his time at Neste, Mr. Lievonen successfully promoted the development of clean fuels as well as Finland’s bioeconomy strategy in advancing renewable transportation fuels. He has also been involved with organizations such as Fortum Board, SSAB, Nynäs AB, Ilmarinen, and the HE Finnish Fair Foundation. Until 2021, Mr. Lievonen was also Chairman of the Board of Directors at Fortum. He has been recognized for his admirable leadership and expertise, and in 2016 was awarded an Honorary Doctorate of Technology by the Aalto University Schools of Technology.

Dr. Françoise de Viron will serve as non-independent Director, Chair of the ESG Committee and Vice-Chair of the Board. She is currently a director of the Solvay Board, appointed in 2013. Ms. de Viron is a regarded academic leader and has extensive experience in innovation, R&D and qualitative research. She is a Professor Emeritus at the Faculty of Psychology and Education Sciences and Louvain School of Management at UCLouvain in Belgium where she has been an Academic Member of various groups at UCLouvain. Ms. de Viron previously served as the president of AISBL EUCEN – the European Universities Continuing Education Network. Prior to her university position, from 1985 to 2000, she was in charge of developing Artificial Intelligence applications at Tractebel S.A. (now Tractebel-Engie).

Roeland Baan will serve as independent Director. He currently serves as President and Chief Executive Officer of Topsoe, a privately-held leading provider of clean energy and petrochemical technologies. He is also Chairman of the Supervisory Board of SBM Offshore NV. Roeland Baan has extensive experience in supply chain management, M&A, business development and operations management. Prior to joining Topsoe in 2020, he was President and CEO of Outokumpu and has held several executive roles at global organizations such as Aleris International, ArcelorMittal and SHV NV. He spent over 16 years in various roles across the globe at Shell, living in South America, in Africa and in the United Kingdom.

Edouard Janssen will serve as non-independent Director. He is currently a Director on the Solvay Board, appointed in 2021. Earlier this year, he was appointed Chief Financial Officer of D’Ieteren Group, a European leader in automotive distribution services. Mr. Janssen is also a Board member of privately-held Financière de Tubize and Union Financière Boël, as well as Co-Founder and Chair of Trusted Family. Mr. Janssen is active in academics, as Vice-Chair of the International Advisory Board of the Solvay Brussels School of Economics and Management and on the advisory board of the INSEAD HGIBS. He brings expertise in finance, strategy, entrepreneurship, business management, planning and marketing. He has served as Solvay’s Vice President in strategy and M&A between 2019 and 2021, and prior to that, he was the US-based General Manager for North- and Latin America at Solvay’s Aroma Performance Global Business Unit.
 
Dr. Mary Meaney will serve as non-independent Director. She is currently a member of the Board of Directors and of the Audit Committee of Groupe Bruxelles Lambert SA. She also sits on the Board of Directors and the Remuneration Committee of Beamery, the privately-held talent management company. She is a member of the Board of Directors and of the Finance Committee of Imperial College, London.Dr. Meaney will bring expertise in Strategy, M&A, and change management, which she acquired over a 24-year career at McKinsey. She was a Senior Partner, served on the McKinsey Shareholders Council and led McKinsey’s global Organization practice.

Nadine Leslie will serve as independent Director and is based in the United States of America. She is currently a member of the Board of Directors of Provident Financial Services , as well as a Non-Executive Director of Seven Seas Water Corporation, a water and wastewater treatment multinational company. She also sits on the Board of Trustees of Hackensack Meridian Health Network and is active as strategic consultant for civil engineering firm T&M Associates. Over a 22-year career at Suez, Ms. Leslie held several leadership positions, the last one being Chief Executive Officer of Suez North America, until 2022. Previously she served as Executive Vice President Health & Safety.

Spinnova has decided to evaluate its existing strategy to prioritise areas that in the short- to medium-term deliver the fastest time to positive cashflow generation and that create the most value for the company’s stakeholders.
 

The company expects to conclude the assessment of its strategy in the coming months, after which the results will be presented in more detail including key actions and any changes to medium- and long-term business targets. Financial guidance for full year 2023 is unchanged.

Spinnova’s unique sustainable technology is a key differentiator. To recognize the value of its technology offering, the company has decided to review opportunities to expand the licensing of its technology to new customers. In the future, Spinnova sees great potential in developing circular raw materials such as textile waste and agricultural waste, as well as recycled SPINNOVA® fibre. Initial tests show that refining these raw materials into micro fibrillated cellulose (MFC) may be more efficient than refining other raw materials Spinnova has worked with. The company has received significant interest from customers wanting to build plants that convert multiple circular raw materials into SPINNOVA® fibre.

Together with Suzano, Spinnova is gathering the learnings from the first Woodspin plant to support the decision making for the next Woodspin factory investment. At the same time Spinnova continues to further develop the technology concept to reduce capital expenditure per tonne of fibre produced compared to the first Woodspin plant. While Suzano develops its MFC process it is expected that the first Woodspin facility will mainly be used for R&D to test new MFC batches and that commercial production volumes will be limited in the short term. The market opportunity and ambition level with Suzano to scale Woodspin’s production capacity remains unchanged

Spinnova will continue to have the option to invest into all future Woodspin and Respin plants, as per the respective joint venture agreements. The company will evaluate whether it participates in these investments based on the value it creates for Spinnova’s shareholders compared to other opportunities to invest Spinnova’s capital. Regardless of whether Spinnova invests its own capital into future plants, Spinnova will continue to be the exclusive technology provider to Woodspin and Respin, and they will continue to be important technology customers of Spinnova.

• Sales up 1.9% year-on-year to €560.5 million with stable adjusted EBITDA of €88.0 million
• Strong business performance of the Graphite Solutions, Process Technology and Composite Solutions businesses
• Sales and earnings decline at Carbon Fibers due to weakness of wind market
• Impairment at Carbon Fibers of €44.7 million

Despite the increasingly difficult economic environment, SGL Carbon was able to increase sales in H1 2023 from €549.8 million in the previous year to €560.5 million. Adjusted EBITDA (EBITDApre) remained almost unchanged at €88.0 million (H1 2022: €87.9 million). The expected good business performance of the Graphite Solutions business unit and the better-than-expected sales and earnings development of Process Technology and Composite Solutions compensated the drop in demand in Carbon Fibers.

In particular, the Graphite Solutions (GS) business unit contributed to the stable development of the Company with a 15.3% increase in sales to €280.6 million (H1 2022: €243.4 million) and a 20.6% improvement in adjusted EBITDA to €65.1 million (H1 2022: €54.0 million). GS benefited especially from the high demand of the semiconductor industry. The semiconductor and LED market segment now accounts for around 45% of GS revenue (H1 2022: around 35%).

With a 30.9% increase in sales to €64.4 million (H1 2022: €49.2 million) and a significant rise in adjusted EBITDA from €4.1 million to €11.9 million, the business performance of Process Technology (PT) was significantly above the original planning. Composite Solutions (CS) also reported a higher-than-forecast sales increase of 14.4% to €79.6 million in H1 2023 (H1 2022: €69.6 million) and an improvement in adjusted EBITDA of 26.8% to €12.3 million (H1 2022: €9.7 million). By contrast, the business performance of the Carbon Fibers (CF) unit was not in line with expectations, with a 28.9% decline in sales to €125.1 million (H1 2022: €176.0 million) and a 78.4% drop in earnings to €6.1 million (H1 2022: €28.2 million).

An important market segment for the Carbon Fibers business unit is the wind industry. Demand for carbon fibers for the wind industry has declined sharply since the beginning of the year. According to current estimates, the expected recovery in demand in H2 2023 will not materialize. SGL Carbon expects customer demand from the wind industry to pick up in 2024.

As already announced in the ad hoc release of July 24, 2023, an impairment loss of €44.7 million was recognized on the assets of Carbon Fibers as of June 30, 2023.

Results situation
SGL Carbon's adjusted EBITDA (EBITDApre) remained almost stable in a half-year comparison at €88.0 million (H1 2022: €87.9 million). Due to the lack of demand from wind industry, CF's production capacity utilization decreased and idle capacity costs weighed on adjusted EBITDA. By contrast, higher margins from product mix and volume effects in the other three business units had a positive impact on adjusted EBITDA.

Non-recurring items and one-off effects not included in adjusted EBITDA totaled minus €46.9 million in the first half of 2023, of which €44.7 million resulted from an impairment loss in the CF business unit.

In addition to the above-mentioned effects and nearly unchanged depreciation and amortization of €29.1 million (H1 2022: €28.9 million), the decline in EBIT resulted in particular from the impairment loss already described (€44.7 million). After €69.6 million in H1 2022, EBIT amounted to €12.0 million in the reporting period.

Taking into account the slightly improved financial result of minus €15.8 million (H1 2022: minus €16.6 million), consolidated net income for the first six months of the current financial year amounted to minus €10.0 million, compared to €48.8 million in the first half of the previous year.

Net financial debt and equity
To complete its refinancing, SGL Carbon issued convertible bonds with a volume of €118.7 million in June 2023 and drew an existing term loan facility of €75 million in July 2023, which was used together with cash of the Company on July 28, 2023 to repay the corporate bond (outstanding as of June 30, 2023: €237.4 million). Accordingly, cash and cash equivalents increased to €310.5 million as of June 30, 2023 (€227.3 million as of December 31, 2022) and financial debt temporarily increased to €480.4 million (€398.1 million as of December 31, 2022). Net financial debt remained nearly unchanged at €169.9 million as of June 30, 2023 (Dec. 31, 2022: € 170.8 million).

Despite the impairment loss of €44.7 million in Carbon Fibers, shareholders' equity amounted to €565.2 million as of June 30, 2023, only slightly lower than at the end of 2022 (Dec. 31, 2022: €569.3 million). This corresponds to an equity ratio of 36.1% (Dec. 31, 2022: 38.5%).

The shareholders of SGL Carbon SE approved all agenda items at the Annual General Meeting on May 9, 2023. The Annual General Meeting, which was held virtually, was attended by up to 114 electronically connected shareholders who, together with the postal votes submitted, represented 64.64% of the share capital.

CEO Dr. Torsten Derr began his speech with a review of SGL Carbon's two-year transformation phase. "In two years, we have been able to increase our sales by 23.5% and adjusted EBITDA by as much as 86.2%. In parallel, we reduced our debt by 40.4%," Dr. Derr elaborated. He also reported on the past financial year and the expectations for the future economic development of the company. In doing so, he also addressed SGL Carbon's growth markets in detail. "Over the past two years, we have made SGL fit for the future. With our products, we serve industries that significantly reflect the trends for the future: climate-friendly mobility, renewable energies and digitalization," he explained.

After 14 years on the Supervisory Board of SGL Carbon, this was Dr. h.c. Susanne Klatten's last Annual General Meeting as Chairwoman of the Supervisory Board. She had already informed the Company on February 14, 2023, that she would be leaving the Board at the end of this Annual General Meeting. As the largest shareholder, Dr. h.c. Klatten will remain associated with SGL Carbon through SKion GmbH.

As proposed, the Annual General Meeting elected Prof. Dr. Frank Richter as a shareholder representative on the Supervisory Board to succeed Dr. h.c. Susanne Klatten. Following the Annual General Meeting, the constituent meeting of the Supervisory Board elected Prof. Dr. Richter as Chairman of the Supervisory Board. Prof. Dr. Richter is Managing Director of SKion GmbH, Bad Homburg, which holds a stake of approximately 28.55% in SGL Carbon SE. Furthermore, Ingeborg Neumann, Managing Partner of Peppermint Holding GmbH, Berlin, was elected to the Supervisory Board of SGL Carbon SE for a further term of office.

AkzoNobel shareholders voted in favor of all resolutions at the company’s Annual General Meeting (AGM).
 
As well as adopting the company's 2022 financial statements, the dividend policy and total dividend per share of €1.98 for 2022 were also agreed. In addition, Mr. Ben Noteboom was appointed by the AGM as a new member of the company’s Supervisory Board. The intention is to elect Mr. Noteboom as Chair of AkzoNobel’s Supervisory Board as of May 25, 2023, when he will resign as member of the Supervisory Board of Aegon N.V.
 
Mr. Byron Grote, Deputy Chair of AkzoNobel’s Supervisory Board, commented: “We’re very pleased with the appointment of Ben Noteboom. His strong track record in executive and non-executive roles, and his broad experience in different industries – including the chemical industry – will be valuable additions to AkzoNobel. We wish him every success in his new role.”
 
Mr. Noteboom will succeed Mr. Nils Smedegaard Andersen, who has served as a member and Chair of the Supervisory Board since 2018.

Mrs. Jolanda Poots-Bijl and Mr. Dick Sluimers were both reappointed as member of the Supervisory Board.