JENSEN-GROUP
ANNUAL REPORT 2023
2 ANNUAL REPORT 2023
The Dutch-language Annual Report is the official report. The English-language version is provided as a courtesy to
the shareholders. The JENSEN-GROUP has verified, and assumes full responsibility for, the matching of both
language versions.
In this report, the terms 'JENSEN-GROUP' and 'Group' refer to the JENSEN-GROUP NV and its consolidated
companies in general, whereas the terms 'JENSEN-GROUP NV' and 'the Company' refer to the holding company,
registered in Belgium. Business activities are conducted by operating subsidiaries throughout the world. The terms
'we', 'our', and 'us' are used to describe the Group.
ANNUAL REPORT 2023 3
Table of contents
Consolidated key figures .............................................................................................................................................. 4
Message to our Shareholders ....................................................................................................................................... 7
Profile of the JENSEN-GROUP ....................................................................................................................................... 9
Information for shareholders and investors .............................................................................................................. 12
Report of the Board of Directors ................................................................................................................................ 17
Statement of responsible persons ............................................................................................................................. 80
Statutory Auditor's Report to the General Shareholders’ Meeting of the JENSEN-GROUP NV on the consolidated
financial statements for the year ended 31 December 2023 ..................................................................................... 81
Consolidated statement of financial position Assets .............................................................................................. 86
Consolidated statement of financial position Liabilities .......................................................................................... 87
Consolidated statement of comprehensive income .................................................................................................. 88
Consolidated statement of comprehensive income Other comprehensive income ............................................... 89
Consolidated statement of changes in equity ............................................................................................................ 90
Consolidated cash flow statement ............................................................................................................................. 92
Notes to the Consolidated Financial Statements ....................................................................................................... 93
Summary balance sheet of JENSEN-GROUP NV ....................................................................................................... 160
Summary income statement of JENSEN-GROUP NV ................................................................................................ 161
4 ANNUAL REPORT 2023
Consolidated key figures
Financial year ended
December 31
December 31
Variance
(in thousands of euro)
2023
2022
%
Revenue
400,121
341,639
17%
Operating profit (EBIT)
40,743
22,411
82%
EBITDA
48,376
26,211
85%
Net interest charges
-341
1,092
-131%
Share in result of associates and companies
consolidated under equity method
2,141
986
117%
Profit before taxes
41,926
21,532
95%
Profit for the period from continuing operations
31,432
16,564
90%
Result from assets held for sale
-124
-139
-11%
Result attributable to non-controlling interest
277
100
177%
Consolidated result attributable to equity holders
31,031
16,325
90%
Added value
166,862
126,092
32%
Net cash flow
38,664
20,125
92%
Equity
262,142
170,567
54%
Net financial debt (+) / net cash (-)
-35,873
-11,524
211%
Working capital
151,962
127,894
19%
Non-current assets (NCA)
69,877
61,526
14%
Capital employed (CE)
221,840
189,420
17%
Market capitalization (high)
322,092
263,966
22%
Market capitalization (low)
244,314
189,215
29%
Market capitalization (average)
289,425
230,328
26%
Market capitalization (December 31)
319,261
205,612
55%
Enterprise value (December 31) (EV)
283,388
194,088
46%
RATIOS
EBIT / Revenue
10.18%
6.56%
55%
EBITDA / Revenue
12.09%
7.67%
58%
ROCE (EBIT / CE)
19.81%
13.09%
51%
ROE (Net profit / equity)
14.34%
10.02%
43%
Gearing (Net debt (+) net cash (-)/ equity)
EBITDA interest coverage
-141.87
24.00
-
Net financial debt (+) or net cash (-)/ EBITDA
-0.49
-1.00
-51%
Working capital / revenue
34.97%
31.99%
9%
EV/EBITDA (December 31)
4.94
7.40
-33%
ANNUAL REPORT 2023 5
Key figures per share
Financial year ended
December 31
December 31
Variance
(in euro)
2023
2022
%
EBITDA
5.29
3.37
57%
Consolidated result attributable to equity holders
(= earnings per share)
3.39
2.10
61%
Net cash flow
4.23
2.58
64%
Equity (= book value)
27.26
21.98
24%
Gross dividend
0.50
0.50
Number of shares outstanding (average)
9,150,330
7,786,615
18%
Number of shares outstanding (year-end)
9,616,286
7,758,946
24%
Share price (high)
35.20
33.90
4%
Share price (low)
26.70
24.30
10%
Share price (average)
31.63
29.58
7%
Share price (December 31)
33.20
26.50
25%
Price/earnings (high)
10.40
16.10
-35%
Price/earnings (low)
7.90
11.60
-32%
Price/earnings (average)
9.30
14.10
-34%
Price/earnings (December 31)
9.80
12.60
-22%
6 ANNUAL REPORT 2023
Definitions
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) = operating profit (EBIT) +
depreciation, amortization, write-downs on trade receivables and contract assets, write-downs on inventory,
changes in provisions (refer to Note 13)
Net interest charges = interest charges interest income
Added value = EBIT + remuneration, social security costs and pensions + depreciation, amortization, write-
downs on trade receivables and contract assets, write-downs on inventory, changes in provisions (refer to
Note 13)
Net cash flow = consolidated result attributable to the equity holders + depreciation, amortization, write-
downs on trade receivables and contract assets, write-downs on inventory, changes in provisions (refer to
Note 13)
Net financial debt (+)/net cash (-) = borrowings (non-current and current) + government grant financial
fixed assets at amortized cost - financial fixed assets at fair value through OCI - cash and cash equivalents
Working capital = inventory + advance payments + current trade receivables + contract assets trade
payables contract liabilities
Non-current assets = intangible assets + goodwill + property plant and equipment
Capital employed = working capital + non-current assets (see definitions above)
Market capitalization = share price x number of shares outstanding
Enterprise value = market capitalization (December 31) + net financial debt (+)/net cash (-) (see definitions
above)
EBITDA interest coverage = EBITDA/net interest charges (see definitions above)
For ratios comparing figures from the consolidated statement of comprehensive income with figures from the
consolidated statement of financial position, the average figure from the consolidated statement of financial
position is used. The average is the opening balance + closing balance divided by two.
ROCE (return on capital employed) = EBIT/average capital employed
ROE (return on equity) = consolidated result attributable to equity holders / average equity
Average net financial debt (+) or net cash (-)/EBITDA.
ANNUAL REPORT 2023 7
Message to our Shareholders
On solid grounds with a large order backlog, JENSEN-GROUP was off to a good start in 2023. Fuelled by favourable
market conditions and the fruition of outstanding execution, the year resulted in a series of remarkable
accomplishments.
Thanks to strong demand across all areas, improving supply chain conditions, carefully implemented price
increases, and a compelling product and service offer, JENSEN-GROUP achieved its highest revenues in its history
with record operating profit and earnings per share.
Powered by the relentless drive and dedication of our people, the JENSEN-GROUP business model is uniquely
tailored to the customer. Proximity-based market presence and in-person point of sale and service are crucial to
our success. The operating model has been further reinforced by the ongoing digitalization of core business
processes and the use of a single unifying digital platform, leading to more efficient and streamlined operations
and resulting in better resource utilization and alignment of ways of working across the globe. Supported by
initiatives such as a new educational platform for internal training, enhanced leadership development and training
exchange programs for technicians and engineers, the JENSEN- GROUP is setting new standards of excellence.
Forging a path forward towards long-term value creation, the JENSEN-GROUP kept raising the bar in product
innovation and service excellence as well as commercial and industrial effectiveness along the lines of its strategic
plan.
In 2023, the JENSEN-GROUP also stepped up its ESG efforts by appointing a corporate sustainability leader and
assigning dedicated resources to drive progress. Leveraging a sixty-year-old legacy of creativity and invention, the
Group’s Cleantech solutions exemplify its commitment to sustainable innovation. With groundbreaking use of IoT,
AI and robotics, Cleantech applications significantly reduce the ecological impact of the laundry operations by
ensuring low energy, water, and chemical consumption and extending the life of textiles, while improving
productivity and quality as well as employee safety and hygiene. The Group’s ESG roadmap encompasses all areas
of the business, ranging from initiatives to reduce Green House Gas Emission, energy use and waste in
manufacturing to measures to improve health and safety and solidify our supplier code of conduct and ethical
business policy.
2023 was also a pivotal year in terms of M&A. Through the creation of a heavy-duty laundry Joint-Venture with
Miura, JENSEN-GROUP became a major player in Japan. JENSEN-GROUP acquired forty-nine percent of the shares
of Inax, a Japanese wholly owned subsidiary of Miura, while Miura got 20% of the voting rights in the JENSEN-
GROUP through a contribution of forty-nine percent of the shares of Inax and an add-on capital increase in cash.
Planning ahead to ensure higher production capacity and further optimizing our manufacturing footprint, JENSEN-
GROUP acquired Ole Almeborg, a manufacturing facility, and invested in larger production premises for Inwatec,
the Group’s robotics and automation subsidiary, in Denmark.
8 ANNUAL REPORT 2023
Our gratitude goes to our customers and suppliers for their continued trust and loyalty.
We thank every JENSEN-GROUP employee around the world for their contribution to making company history in
2023. Exemplified by the pride, passion and persistence, which was evident among the attendees of the Group’s
2023 Leadership Conference, JENSEN-GROUP employees truly embody the Group’s relentless focus on customer
excellence.
We thank our shareholders for their continued confidence and support in our pursuit of sustainable value creation
and industry leadership. In that respect, we are honoured to have been awarded the Euronext BEL award for best
performing 2023 Small Cap company and remain confident and committed to staying the course.
Rudy Provoost Jesper Munch Jensen
Chairman of the Board of Directors Chief Executive Officer
ANNUAL REPORT 2023 9
Profile of the JENSEN-GROUP
Mission Statement
The mission of the JENSEN-GROUP is to offer the best solutions to customers worldwide in the heavy-duty laundry
industry. The JENSEN-GROUP works for and with its customers to supply innovative and sustainable products and
services, ranging from single machines, systems, turnkey solutions, and laundry process automation. Laundries
supplied by the JENSEN-GROUP aim to reach the highest level of labour and energy efficiency in the industry.
The JENSEN-GROUP continuously invests in the development of its people and their talents.
By combining its global capabilities and local presence to customers, the JENSEN-GROUP is able to create
profitable growth and responsible industry leadership.
Making a difference
Through technical excellence, significant investments in product development and specialized industry knowledge,
the JENSEN-GROUP can plan, develop, manufacture, install and service anything from single machines and
processing lines to complete turnkey solutions. Partners include textile rental suppliers, industrial laundries, and
central laundries as well as on-premises laundries in hospitals, hotels, and cruise ships. The Group believes that its
customers know their laundry business better than anyone and that with the help of the JENSEN-GROUP’s
comprehensive laundry competence and experience, the right solution for their specific requirements can be
found.
Organization
The Executive Management Team (EMT) of the JENSEN-GROUP is composed of a Chief Executive Officer, a Chief
Financial Officer, a Chief Operating Officer, a Chief Digital Officer and a Chief Innovation Officer (since January
2024).
The JENSEN-GROUP's factories (PECs) develop, produce, and deliver a full and competitive range of products to
customers through a worldwide network of Sales and Service Centers (SSCs) and authorized local distributors. This
worldwide distribution network together with its laundry design capabilities, project management expertise and
after-sales service capability, put the JENSEN-GROUP in a unique position to act locally while meeting customer
expectations fast and reliably, whether the requirement is a single machine or a complete turnkey solution
anywhere in the world.
10 ANNUAL REPORT 2023
Manufacturing
The JENSEN-GROUP's manufacturing platform is composed of seven factories (PECs) in five countries on three
continents:
- Denmark: JENSEN Denmark in Rønne, Ole Almeborg in Hasle and Inwatec ApS in Odense
- Sweden: JENSEN Sweden in Borås
- Germany: JENSEN GmbH in Harsum (JENSEN Components in Pattensen closed in June 2022)
- USA: JENSEN USA in Panama City, FL
- China: JENSEN China in Xuzhou.
Distribution
The JENSEN-GROUP sells its products and services under the JENSEN and Inwatec names through wholly owned
sales and service centers (SSCs) and through independent authorized distributors worldwide. In recent years, the
relative share of sales through the group's own SSCs has increased. These SSCs operate in the most important
heavy-duty markets: Australia, Austria, the Benelux, Brazil, China, Denmark, France, Germany, Italy, the Middle
East, New Zealand, North America, Norway, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
Sales and service centers play a critical role in coordinating the increasing number of complex installation projects
involving several production companies simultaneously. Local presence enables the Group to deliver after-sales
services on demand to its customers. Furthermore, an experienced distributor network base exists in more than
50 countries. As from October 2023, the Japanese market is served through Inax ltd, the JENSEN-GROUP's Joint
Venture partner in Japan and one distributor.
Product development
The JENSEN-GROUP’s key technologies encompass the entire laundry process, including the washroom itself, the
logistics of moving linen and textiles inside the laundry, finishing with feeders, ironers, and folders, as well as
software technology to control the overall process. In short, a large number of different technologies are used in
the process of turning soiled linen and textiles into clean linen with a perfect finish.
Given the wide range of technologies needed to cater for the needs of its customer base, the JENSEN-GROUP does
not focus on fundamental research and development. It seeks to make use of existing technologies and
incorporate them into its industry’s processes with a focus on energy and labour efficiency.
In recent years, the JENSEN-GROUP has invested particularly in further upgrading and expanding its product range
in laundry robotics, AI, automation, new software applications for its industry, and environmentally friendly
products. Many developments that target natural resources and energy savings for its customers are grouped
under the CleanTech concept. Together with Veins Holding, the JENSEN-GROUP has created Gotli Labs AG,
offering state-of-the-art software solutions for the heavy-duty laundry industry. The integration of technology and
software allows customers to monitor and track production in real time and use the acquired information to
improve productivity based on relevant data.
ANNUAL REPORT 2023 11
The integration of new products from Gotli Labs under the GLOBE label and the investments in Inwatec ApS for
automation and AI, bring the industry up to a new level and prepare the JENSEN-GROUP for Industry 4.0 and the
Internet of Things. Process control and production monitoring software have become crucial in offering the
customer an all-in laundry operating solution.
The Group has numerous patents and patent applications on particular features of its machinery, while product
development teams in the various JENSEN-GROUP competence centers continuously examine the possibility of
protecting its innovative developments. The Group's ambition is to automate heavy-duty laundries as much as
possible.
Patents and notarial depositions are used primarily to prove prior art. The JENSEN-GROUP protects its patents on
a case-by-case basis, primarily in larger markets.
Generally, the JENSEN-GROUP annually invests around 2% to 3% of its turnover in product development.
The JENSEN-GROUP in the world
Plus, a worldwide network of distributors.
12 ANNUAL REPORT 2023
Information for shareholders and investors
The JENSEN-GROUP NV shares have been quoted on the Euronext Stock Exchange under the ticker JEN (Reuters:
JEN.BR Bloomberg JEN.BB) since June 1997. The ISIN code is BE0003858751. The quote of the JENSEN-GROUP NV
shares can be found online on the following websites:
Euronext: https://live.euronext.com/en/product/equities/BE0003858751-XBRU
Share price evolution
The JENSEN-GROUP NV share price increased from 26.5 euros at the end of 2022 to 33.2 euros at the end of 2023,
with an average daily trading volume of 1,312 shares compared to 2,374 in 2022.
0
5
10
15
20
25
30
35
40
0
5,000
10,000
15,000
20,000
25,000
2023-01-04
2023-02-15
2023-03-30
2023-05-16
2023-06-27
2023-08-08
2023-09-19
2023-10-31
2023-12-12
JENSEN-GROUP share price and volume
Volume (left scale) Share price (right scale)
ANNUAL REPORT 2023 13
Investor relations
The JENSEN-GROUP NV ensures direct communication with its shareholders and investors through the following
channels:
- organizing two analysts’ conference calls per year, following publication of the half-year and the full-year
results;
- communicating quarterly trading updates;
- communicating any major changes in the financial position and earnings of the Company;
- distributing press releases to professional and private investors and posting them on the Company website;
- posting the votes and minutes of the Shareholders’ Meetings on the Company website;
- providing all communication, including the Company website, in both English and Dutch;
- making information on shareholdings and the financial calendar available on the Company website
- attending small cap investor events upon request;
- holding telephone conferences with analysts and existing or potential shareholders upon request.
50%
60%
70%
80%
90%
100%
110%
120%
130%
140%
02/01/2023
13/02/2023
28/03/2023
12/05/2023
23/06/2023
04/08/2023
15/09/2023
27/10/2023
08/12/2023
JENSEN-GROUP share relative price performance
JENSEN-GROUP BEL ALL-Share Index BEL Small Index
14 ANNUAL REPORT 2023
Changes in ownership structure
Throughout the course of 2023, the JENSEN-GROUP NV received the following notifications:
- a notification from JENSEN Invest A/S informing about the passive crossing of a threshold.
As the JENSEN-GROUP NV issued 1,926,282 new shares on April 3, 2023, the percentage of voting rights
owned directly or indirectly by JENSEN Invest A/S decreased from 54.4% to 44.8% of the voting rights in the
Company and, thus, crossed the 45% threshold downwards;
- two notifications from Miura Co. Ltd informing about (i) the crossing of a threshold because of the
acquisition of voting securities of the JENSEN-GROUP NV on April 3, 2023, Miura Co. Ltd holds 1,926,282
shares in the JENSEN-GROUP NV. The share ownership of Miura Co. Ltd amounted to 19.77% of the voting
rights in the Company and, thus, crossed the 15% threshold, and (ii) the passive crossing of a threshold.
Due to the cancellation of treasury shares on May 16, 2023, by the JENSEN-GROUP NV, the share
ownership of Miura Co. Ltd amounts to 20% of the voting rights in the Company and, thus, crossed the 20%
threshold;
- and a notification from Lazard Frères Gestion SAS informing about a passive crossing of a threshold.
As the JENSEN-GROUP NV issued 1,926,282 new shares on April 3, 2023, the percentage of voting rights
owned by Lazard Frères Gestion SAS decreased to 4.71% of the voting rights in the Company and, thus,
crossed the minimum 5% threshold downwards.
The ownership structure of JENSEN-GROUP NV as per December 31, 2023, stands as set out below:
(*) Share buy back program
Shareholders’ calendar
May 17, 2024: Trading update Q1 2024.
May 21, 2024: 10 a.m. Annual Shareholders’ Meeting;
August 8, 2024: Half-year results 2024 (Analysts’ Meeting);
November 7, 2024: Trading update Q3; and
March 2025: Full-year results 2024 (Analysts’ Meeting).
44.2%
0.2%
20.0%
35.6%
JENSEN Invest A/S
JENSEN-GROUP NV (*)
Miura Co Ltd
Free float
ANNUAL REPORT 2023 15
The Investor Relations Manager is also available to meet individual shareholders, analysts, specialized journalists,
and institutional investors to share with them the JENSEN-GROUP’s short and long-term potential, with respect to
both the business as a whole and/or specific activities. Presentations, meetings, and site visits are organized upon
request.
The JENSEN-GROUP's Annual Report, press releases and other information are available on the Company website:
www.jensen-group.com.
Shareholders wishing to convert registered shares into dematerialized shares can contact the Investor Relations
Manager.
Shareholders and investors who want to receive the JENSEN-GROUP's Annual Report, the financial statements of
the JENSEN-GROUP NV, press releases or other information with respect to the JENSEN-GROUP can also contact
the Investor Relations Manager:
JENSEN-GROUP NV
Mrs. Stefanie Roscam
Neerhonderd 33,
BE 9230 Wetteren, Belgium.
E-mail: investor@jensen-group.com
16 ANNUAL REPORT 2023
Financial report 2023
ANNUAL REPORT 2023 17
Report of the Board of Directors
State of the business in 2023
In 2023, the JENSEN-GROUP reached a new milestone of 400.1 million euro, representing a 17.1% growth
compared to 341.6 million euro in 2022. This increase is attributable to an exceptionally high order backlog at the
end of 2022, a modest order intake in the first semester and a notably stronger order intake in the second
semester of 2023. With orders accumulated throughout 2023 totalling 363.1 million euros, nearly matching the
record set in the previous year, this achievement confirms our strong market position.
The EBIT of the Group amounted to 40.7 million euro in 2023, compared to 22.4 million euro in 2022, marking a
substantial growth of 81.8%. This remarkable increase can be attributed to enhanced revenues fueled by robust
global demand and carefully implemented price increases as well as improved operational efficiency stemming
from ameliorated supply chain conditions and reduced freight costs in specific global regions.
To pave the way for the next phase of growth, the Group executed the following investments during 2023:
the acquisition of 49% of the shares of Inax Corporation, a leading Japanese manufacturer and distributor
of commercial laundry equipment,
the acquisition of Ole Almeborg, a manufacturing facility that will supplement production space and
committed for additional capital expenditures of 6 million euro for 2024,
the investment in larger production premises for Inwatec, the Group’s AI and robotics subsidiary in
Denmark.
Consequently, starting from April 2023, Inax has positively contributed of 1.8 million euro to the earnings from
companies accounted for by the equity method. The combined earnings from Tolon and Inax, increased from 1
million euro to 2.1 million euro. However, this was adversely impacted by the hyperinflation effects on the Turkish
entities of Tolon, leading to a negative impact of 0,9 million euro.
The tax charges of the Group increased from 5.0 million euro last year to 10.5 million euro because of a higher
profit before taxes and a higher effective tax rate (26.38% compared to 24.18% last year).
The factors previously mentioned culminated in an increase of net profit from 16.3 million euro to 31.0 million
euro per December 31, 2023.
On the balance sheet, working capital increased from 127.9 million euro to 152.0 million euro at the end of 2023,
due to the higher operating activities, and predominantly due to the economic environment wherein customers
have sought extended payment terms to finance their projects.
18 ANNUAL REPORT 2023
The Group reports a net financial cash position of 35.9 million euro, including 4 million euro of leasing debt,
compared to 11.5 million euro at end 2022. The increase in net cash is mainly caused by the capital increase of
26.8 million euro in April 2023, related to our strategic acquisition of 49% interest in Inax Corporation. This
positive impact on our cash has been somewhat mitigated by an increase in working capital demands.
Consequently, net financial charges decreased from 1.9 million euro to 1.0 million euro, indicative of reduced net
interest charges due to this higher net cash position and the loan repayments with the funds received from the
capital increase.
The Group’s borrowing agreements include financial covenants with one of the financial institutions on solvency
as well as a positive EBITDA on an annual basis and a maximum debt/EBITDA ratio. As at December 31, 2023, the
JENSEN-GROUP was in full compliance with its bank covenants.
Share buy-back
As per March 9, 2023, we bought back 113,873 shares at an average price of 30.07 euro for a total amount of 3.4
million euro. In view of the transaction with Miura, the JENSEN-GROUP suspended its buy-back program. During
the extra-ordinary shareholders’ meeting of May 16, 2023, the shareholders voted on the cancellation of the
treasury shares. On August 10, 2023, the program was re-launched to buy back the remaining 668,027 shares. As
at December 31, 2023, 15,122 shares have been bought back at an average price of 33.02 euro for a total amount
of 0.5 million euro.
Outlook 2024
The JENSEN-GROUP received orders totaling EUR 363.1 million in 2023, close to the record level of orders received
in the previous year. Whereas the incoming order volume was slightly lower than previous year's level in the first
semester of 2023, the volume of orders received in the second half of 2023 showed an increase.
The Group's aim for 2024 is to keep the momentum and solidify its market position and profitability level by
relentlessly focusing on commercial excellence and manufacturing productivity. The Group will continue to drive
customer centricity and sustainable innovation through the development of new products and services and by
means of its participating interest in Inwatec ApS. while further enhancing the optimization and digitalization of
business processes and applications.
Risk factors to be taken into account for 2024 include the uncertainty regarding the overall political climate, the
impact of geopolitical and military threats, travel restrictions across the world in the event of a new pandemic
emerging, a slowing-down of demand due to an economic recession in our key markets, our customers' ability to
access financing when confronted with higher interest rates, the fluctuating availability of raw materials, energy
and transportation costs, exchange rate volatility, and competitive pressures.
ANNUAL REPORT 2023 19
Risk factors
Risks related to the JENSEN-GROUP's financial situation.
Net profit depends on reaching a certain level of sales to absorb overhead costs
Any major drop of activity has an immediate effect on operating profits. The JENSEN-GROUP fully owns seven
production sites, in the following countries:
one production site in China;
three production sites in Denmark;
one production site in Germany;
one production site in Sweden;
one production site in the USA.
Each production and engineering center (PEC) is specialized in a specific area of the laundry operation (washroom,
finishing technology, material handling) or in a specific type of linen (flatwork, garment, or special applications
such as mats, continuous roller towels or wipers).
The JENSEN-GROUP has its own distribution channels (SSC Sales and Service Centers or Sales Support) in the most
important markets:
Australia
Austria
Benelux
Brazil
China
Denmark
France
Germany
Italy
Sweden
Middle East
New Zealand
Norway
Singapore
Spain
Switzerland
UK
USA
As from October 2023, the Japanese market is served through Inax ltd, the JENSEN-GROUP's Joint Venture
partner in Japan and one distributor.
20 ANNUAL REPORT 2023
Alongside the SSCs, the JENSEN-GROUP has sales representatives in:
Czech Republic
Poland
Furthermore, the JENSEN-GROUP has an experienced distributor network in more than 50 countries.
Each SSC is staffed to handle turnkey projects and systems, single machine sales and after-sales services.
The heavy-duty laundry market requires a strong reliance on technical knowledge. In each PEC and SSC, the
JENSEN-GROUP has the supporting functions needed to administer the legal entity. To absorb these overheads,
sufficient volume is required. The activity level determines production volume and can be influenced by factors
beyond the Group’s control. Since the products are investment goods, the international investment climate in
healthcare, hospitality (hotels and restaurants), and industrial textile care can significantly influence the overall
market demand and sales opportunities. The impact of a sudden decrease in turnover cannot be fully offset by a
decrease in overheads and infrastructure costs, and as such can have a negative impact on the Group's activity
level, operating result, and financial condition. Due to the strong reliance on technical knowledge from supporting
functions, it is difficult to restructure these supporting functions short-term in case of a major drop of activity and
moreover, in the case of restructuring the Group is limited by local regulation which might generate important
costs, as experienced after the financial crisis and the Covid-19 pandemic.
The economic,political and currency risks of selling products in foreign countries
Sales of equipment and projects to international customers represent a major part of the net revenues. Demand
for the JENSEN-GROUP products may be affected by economic and political conditions in each of the countries in
which the products are sold, and by certain other risks of doing business abroad, including fluctuations in the
value of currencies. Exchange rate fluctuations between the major currencies used in the Group's operations are
hedged as much as possible, these being the AUD, CHF, CNY, DKK, EUR, GBP, JPY, NOK, NZD, SEK, SGD, and USD.
Interest rate fluctuations could have an adverse effect on revenues and financial results
The JENSEN-GROUP is exposed to market risk associated with adverse movements in interest rates. A general
increase in interest rates might have a negative impact on the overall investment climate and on the investment
capacity of the customers and as a result, the Group's business revenues, profits and financial conditions could be
adversely affected.
With a view to the direct financial impact of interest rate fluctuations on the Group's borrowings, the Group
maintains long-term interest rate hedges and loans with fixed interest rates to limit this risk.
ANNUAL REPORT 2023 21
The use of debt could adversely affect the Group's financial health if covenants are not met
Because of the strength of its balance sheet, the JENSEN-GROUP prefers to avoid as much as possible borrowing
agreements holding firm commitments on covenants. The Group's major financial institution partners are Nordea,
KBC and Nykredit. The Group’s borrowing agreements include three financial covenants with one of the financial
institutions covering solvency, a positive EBITDA on an annual basis and a maximum debt/EBITDA ratio. Not
meeting these covenants could entail an extra cost and have a restricting effect on the Group's borrowing
capacity.
The bankruptcy of any bank could have a negative effect on the JENSEN-GROUP's cash position
The bankruptcy of one of its financial institution partners, could have a significant impact on the cash position of
the JENSEN-GROUP. The Group spreads its cash position across different banks and different investments to
mitigate the bankruptcy risk of any bank.
To service its debt, the JENSEN-GROUP will require a certain amount of cash flow, which depends on many factors
beyond the Group's control
The ability to make scheduled payments of principal and interest on debt, to fund the JENSEN-GROUP's planned
capital expenditures and research and development efforts, as well as expansion capacity, will depend on the
Group's ability to generate cash, on future operational and financial results and on the development of the major
financial institutions it works with. These institutions, to a certain extent, are subject to the risk factors mentioned
above.
Risks related to the JENSEN-GROUP's business activities and industry
The JENSEN-GROUP's main customers are getting larger as they consolidate and become increasingly international
An important part of the business is to deliver solutions and machines to the textile rental industry. The ongoing
consolidation and internationalization in this industry is making a significantly greater part of the business
dependent on relations with these larger groups.
Price fluctuations or shortages of raw materials, supply chain disruption and the possible loss of suppliers could
adversely affect operations
The JENSEN-GROUP purchases a large number of different components as well as raw materials such as black iron,
stainless steel, aluminium, and electronic components. The price and availability of these raw materials and
components are subject to changes in duties, market conditions affecting supply and demand, fluctuations, and
shortages. In the competitive market of heavy-duty laundry machinery, there is no assurance that increases or
decreases in raw material and other costs will be translated quickly into higher sales or lower purchase prices. Nor
can there be any assurance that the loss of suppliers or components would not have a material adverse effect on
business, results of operations and financial condition. Currently, the Group does not undertake commodity
hedging.
22 ANNUAL REPORT 2023
The JENSEN-GROUP operates in a competitive market
Within the worldwide heavy-duty laundry machinery market, the JENSEN-GROUP encounters several competitors,
both small and large. There can be no assurance that significant new competitors or increased competition from
existing competitors will not have an adverse effect on business, results of operations and financial condition. The
heavy-duty laundry machinery market is a technical investment goods market where technical support is very
important to the customer, and thus where local presence is an important factor.
In addition, the Group may face competition from companies outside of the United States or Europe who have
lower costs of production (including labour or raw materials). Such companies may pass on these lower
production costs as price decreases to customers and as a result, the Group's revenues and profits could be
adversely affected.
Vendor financing
In certain cases, customers experience difficulties in obtaining financing to invest in expansion or equipment
renewal. Under certain specific conditions, and in order to facilitate matters, the JENSEN-GROUP offers financing
solutions to customers. This creates exposure for the Group in terms of having to recover machinery over the
lifetime of the financing contract. The exposure is managed by aligning the take-back price to the fair second-hand
market values as much as possible.
Geopolitical risks
The JENSEN-GROUP has worldwide activities, with important production sites in, inter alia, China, the USA,
Europe, and Japan. Considering recent geopolitical developments around the world, changes of import duties-
regimes and trade restrictions are possible. Moreover, recent wars or conflicts carried out by force of arms,
between nations, states and between parties occur. Such conflicts can have an impact on the people affected, and
lead to travel stops and economic down turns, heavily impacting the hospitality sector, ongoing projects, or
insurance coverage. The Group mitigates the risk by having back-up plans for its producing activities.
Policy choices can affect the healthcare sector
The JENSEN-GROUP sells to industrial laundries which handle, amongst other things, linen for the healthcare
sector. Policy choices at country level can affect the standards of hygiene or the financial capability of hospitals,
such as regulation that would change the standard of circular re-used linen as well as disposable linen. This may
influence sales at specific points in time and increase costs of product development to find solutions for the most
stringent hygiene requirements.
The JENSEN-GROUP may incur product liability expenses
The JENSEN-GROUP is exposed to potential product liability risks that arise from the sale of its products,
particularly in the washroom and the finishing areas, and work accidents linked to them. In addition to direct
expenditures for damages, settlements and defense costs, there is a possibility of adverse publicity because of
product liability claims. The Group’s insurance coverage may not fully cover its potential liabilities, and this may
materially and adversely affect its business, results of operations and financial condition.
ANNUAL REPORT 2023 23
The JENSEN-GROUP is subject to risks of future legal proceedings
At any given time, the JENSEN-GROUP is a defendant in various legal proceedings and litigations arising in the
ordinary course of business. The costs and potential economic consequences of any legal proceedings are difficult
to quantify and may be high, particularly in the case of product liability. Although insurance coverage is
maintained, there is no guarantee that this insurance coverage will be adequate to protect against all material
expenses related to potential future claims for personal and property damage or that these levels of insurance
coverage will be available in the future at economical prices or for that matter, available at all.
A significant unfavorable judgment, the loss of a significant permit or other approval, or the imposition of a
significant fine or penalty could have an adverse effect on the Group’s business, financial condition and
prospects/reputation.
Environmental, social and governance risks
The JENSEN-GROUP is dependent on personnel
The JENSEN-GROUP is dependent on the continued services and performance of the senior management team
and employees in all areas. The employment agreements with senior management and key employees are for
indefinite periods of time. The Group is confronted with challenges to recruit sufficient qualified employees and to
replace key employees. This could have a material adverse effect on the Group’s business, results of operations
and financial condition because of the employees' experience and knowledge of business and customer
relationships.
The nature of the business exposes the JENSEN-GROUP to potential liability for environmental claims and to the
adverse effects of new and more stringent environmental, health and safety requirements
The JENSEN-GROUP is subject to comprehensive and frequently changing federal, state, and local, environmental,
health and safety laws and regulations, including laws and regulations governing emissions of air pollutants,
discharges of waste and storm water and the disposal of hazardous wastes. The environmental liabilities that may
result from future legislation or regulations, the effect of which could be retroactive, cannot be predicted. The
enactment of more stringent laws or stricter interpretation of existing laws could require additional expenditures,
some of which could have an adverse effect on the Group’s business, results of operations and financial condition.
The JENSEN-GROUP, although applying best practices on all its sites, can be subject to liability for environmental
contamination (including historical contamination caused by other parties) at the sites that it owns or operates. As
a result, the Group may be involved in administrative and judicial inquiries and proceedings related to
environmental matters. There can be no assurance that the Group will not be involved in such proceedings in the
future, while it cannot be ascertained that the existing insurance or additional insurance will provide adequate
coverage against potential liability resulting from any such administrative and judicial inquiries and proceedings.
The aggregate amount of future clean-up costs and other environmental liabilities could have a material adverse
effect on the Group's business, results of operations and financial condition.
24 ANNUAL REPORT 2023
For the past several years, the JENSEN-GROUP has strictly followed an environmental remediation plan relating to
its former Cissell manufacturing facility in the United States. A third-party indemnity for the remediation plan
exists, with Cissell as the legal beneficiary. The most recent sampling tests, performed by a third-party
environmental engineering company each year, together with an exhaustive review every five years, are in line
with expectations. Considering the data collected in the 2023 exhaustive review, an endpoint of 2028 appears
likely at which time the next exhaustive review is scheduled. There is no guarantee that no significant additional
civil liability or other costs will be incurred in the future with respect to the Cissell facility or other facilities.
The JENSEN-GROUP’s operations are also subject to various hazards incidental to the manufacturing,
transportation and functioning of heavy-duty laundry equipment. These hazards can cause personal injury and
damage to, and destruction of property and equipment. There is no guarantee that, due to past or future
operations, there will not be injury claims by employees or third parties. Furthermore, the Group is also exposed
to present and future claims relating to workers safety, workers’ compensation and other matters. There is no
guarantee as to the actual amount of these liabilities or the timing of them. Regulatory developments requiring
changes in operating practices or influencing demand for, and the cost of providing, its products and services or
the occurrence of material operational problems, including but not limited to the above events, may also have an
adverse effect on business, results of operations and financial condition.
The JENSEN-GROUP operates in several locations and is subject to natural hazards
The JENSEN-GROUP operates in 22 countries and is therefore exposed to natural hazards such as earthquakes,
windstorms, or floods. For example, the production site in Panama City, Florida, USA, is exposed to a hurricane
risk, a risk which has materialized in 2018 with Hurricane Michael. Insurance coverage is taken when possible and
affordable, while compliance with specific building codes is strictly taken into account. A decrease of available
insurance coverage in certain areas in the past years has been observed. All entities exposed to natural hazards
have disaster recovery plans. Any severe natural disaster could affect business, operational results and financial
condition.
Pandemic or terrorist attack
A pandemic or terrorist attack has a direct impact on the JENSEN-GROUP’s customers serving the hospitality
sector (travel and tourism including cruise ships), as experienced during the Covid-19 pandemic, and the
healthcare sector, as authorities can make decisions affecting both sectors that result in reduced business and
thus influencing investment possibilities and outlook. Any severe pandemic or terrorist attack could affect the
Group’s business, operational results and financial condition.
Violation of the Ethical Business Statement and Supplier Code of Conduct
Any violation of the JENSEN-GROUP Ethical Business Statement or Supplier Code of Conduct might cause
operational disruption, damage to reputation, and financial losses. The Group's Ethical Business Policy and
Supplier Code of Conduct are available on the Company website Corporate Governance (https://www.jensen-
group.com) and include provisions on how bribery and corruption are prevented as well as policies on proper
conduct. To mitigate the risk, all employees have been requested to sign the Ethical Business Statement.
ANNUAL REPORT 2023 25
Internal control risk
ICT risk
The JENSEN-GROUP operates with several information and communication technologies (ICT). Furthermore, the
Group has employees spread around the world, working on, and connecting to different networks. The Group
uses several tools, devices and software in its ICT and machine operating environment for its worldwide
operation. Digital technologies, devices and media bear manifest risks and opportunities. Machinery is
increasingly interconnected and prepared for IoT (Internet of Things). As a result, the Group faces cyber risks. Any
ICT failure in the area of security and systems access or in machine operating environments might cause
operational disruption, damage to reputation, and financial losses. The Group manages these risks by closely
following the latest technological developments. Next to this, the Group selects the best suited suppliers for
software and ICT. Cybersecurity, GDPR, … are strict criteria that are applied when selecting these suppliers.
26 ANNUAL REPORT 2023
Non-financial information
In accordance with the Directive 2014/95/EU of the European Parliament and of the Council of 22 October 2014
as regards disclosure of non-financial and diversity information by certain large undertakings and groups (the Non-
Financial Reporting Directive or NFRD), and as required by the Belgian Companies and Associations Code Art. 3:6 §
4 and Art. 3:34, the JENSEN-GROUP has added this separate section containing non-financial information which is
considered to be relevant for stakeholders and by which a difference is made. Sustainability information is
disclosed in line with the EU taxonomy, while ESG-related activities identified as relevant to stakeholders and
business are disseminated through a first impact materiality assessment conducted in 2022. The Group is
continuously working on the implementation of the new Directive (EU) 2022/2464 of the European Parliament
and of the Council of 14 December 2022 as regards corporate sustainability reporting (the Corporate Sustainability
Reporting Directive or CSRD).
In providing this information, the JENSEN-GROUP has considered the requirements defined by the NFRD and the
Companies and Associations Code, while also drawing inspiration from the GRI Sustainability Reporting Standards:
Core option.
A significant push to report on non-financial activities was given by the Board of Directors during 2022. ESG was
added as a strategic driver, substantiating the common aim of the Board of Directors and Executive Management
Team (EMT) to progress on sustainable activities and reporting. ESG has become a permanent point on the agenda
of the monthly EMT meetings.
Since 2023, the newly appointed Head of Corporate Sustainability has been focusing on developing and
implementing processes, procedures, and systems to be compliant with the CSRD and reporting responsibilities.
Taxonomy
The EU Taxonomy is a classification system that helps companies and investors identify environmentally
sustainable economic activities. It also provides a methodology for companies on how to calculate the 'greenness'
of their activities. It differentiates between eligible activities and aligned activities. An economic activity is eligible
when it is covered in the Taxonomy. It becomes aligned or, in other words, sustainable when certain conditions
and environmental objectives are fulfilled. The reporting on taxonomy must be based on three Key Performance
Indicators (KPI) which are Revenue, Capex, and Opex. The disclosures below relate to the financial year 2023.
ANNUAL REPORT 2023 27
1. Revenue
After carefully mapping the company's activities against the Taxonomy and a thorough comparison of NACE
codes, the JENSEN-GROUP did not identify any revenue-generating activities covered in the Taxonomy. It
therefore concluded that it was neither an eligible, nor an aligned, economic activity with respect to Revenue.
Indeed, none of the activities listed in the Taxonomy relate to the business of a manufacturer and assembler of
industrial laundry equipment such as the JENSEN-GROUP, as revealed by a close assessment of the activities
identified as hypothetically close to the business of the JENSEN-GROUP in the manufacturing sector (Climate
Delegated Act, Annex I: climate change mitigation activities 3.1-3.17; Environmental Delegated Act, Annex II:
circular economy activities 1.1-1.2) and service sector (Environmental Delegated Act, Annex II: circular economy
activities 5.1-5.6).
Activities that may seem relevant to external stakeholders at first sight, such as the manufacturing of steel or
electrical and electronic equipment (i.e., activity 3.4 of the Climate Delegated Act, Annex I, and activity 1.2 of the
Environmental Delegated Act, Annex II), are not revenue-generating activities, because the JENSEN-GROUP does
not manufacture these materials and goods, it purchases them from third-party suppliers and assembles them
into a final product. The industrial laundry machines built by the JENSEN-GROUP only contain purchased and
standard electrical and electronic components. They therefore do not qualify as electrical or electronic equipment
according to the description of said activity and listed NACE Codes under Annex II of the Environmental Delegated
Act.
Furthermore, while the JENSEN-GROUP is considered the leader in the industry when it comes to energy and
resource savings, its main activity is not aimed at the reduction of GHG emissions (i.e., activity 3.6 of the Climate
Delegated Act, Annex I: manufacture of other low carbon technologies). Economic activities in the manufacturing
sector that substantially contribute to the sustainable use and protection of water and marine resources have
been disregarded, as it does not apply to the business of the JENSEN-GROUP (Environmental Delegated Act, Annex
I: sustainable use and protection of water and marine resources activity 1.1).
As for the services provided by the JENSEN-GROUP, such as the sale of spare parts and repair, refurbishment, and
remanufacturing activities (i.e., activities 5.1 and 5.2 of the Environmental Delegated Act, Annex II), they do not
relate to products that are manufactured by economic activities classified under the NACE codes mentioned in the
descriptions of said activities under Annex II of the Environmental Delegated Act. Although no revenue-generating
activities listed in the Taxonomy can be associated to the activities of the JENSEN-GROUP so far, considerable
efforts to improve its sustainability are being undertaken, and the Group reports on a significant number of KPIs
as shown below.
28 ANNUAL REPORT 2023
2. Capex
With respect to Capex, the JENSEN-GROUP has identified some expenses linked to wider eligible activities
included in the Taxonomy. These expenses are mainly the outcome of individual measures enabling the target
activities to become low-carbon or to lead to GHG reductions as stipulated under literal (c) of section 1.1.2.2 of
Annex I of the Disclosure Delegated Act. Following an ESG Readiness Assurance check on Taxonomy KPIs
performed in 2023, the data collection, verification, and reporting process was improved, which led to a corrected
allocation of expenses to the activities listed in the Taxonomy and the identification of eligible and aligned
activities that had been overseen in 2022.
The Capex KPI is calculated in line with section 1.1.2 of Annex I to the Disclosure Delegated Act. The Taxonomy-
eligible and aligned capital expenditures (numerator) are divided by the total FY2023 Capex as defined in section
1.1.2.1 of Annex I of the Disclosure Delegated Act (denominator).
The expenditures included in the numerator are eligible, but not aligned because the “Do Not Substantially Harm”
(DNHS) criteria and minimum safeguards are not met. The activities identified as eligible are:
- Transport by motorbikes, passenger cars and light commercial vehicles (Climate Delegated Act, Annex I:
climate change mitigation and adaptation activity 6.5),
- Renovation of existing buildings (Climate Delegated Act, Annex I: climate change mitigation and
adaptation activity 7.2; Environmental Delegated Act, Annex II: circular economy activity 3.2),
- Installation, maintenance, and repair of energy efficiency equipment (Climate Delegated Act, Annex I:
climate change mitigation and adaptation activity 7.3),
- Installation, maintenance, and repair of charging stations for electric vehicles in buildings (and parking
spaces attached to buildings) ((Climate Delegated Act, Annex I: climate change mitigation and adaptation
activity 7.4),
- Acquisition and ownership of buildings (Climate Delegated Act, Annex I: climate change mitigation and
adaptation activity 7.7).
The denominator equals the total Capex of the JENSEN-GROUP as disclosed on p.111 of the present report.
ANNUAL REPORT 2023 29
3. Opex
With respect to Opex and according to the definition under Annex I, 1.1.3 of the Disclosure Delegated Act, the
proportion of Opex shall be calculated as the numerator divided by the denominator.
As defined under Annex I, 1.1.3.1 of the Disclosure Delegated Act, the denominator covers direct non-capitalized
costs that relate to research and development, building renovation measures, short-term leases, as well as
maintenance and repair, and any other direct expenditures relating to day-to-day servicing of assets of property,
plant & equipment (PPE) by the company or third party to whom activities are outsourced that are necessary to
ensure the continued and effective functioning of such assets. For the JENSEN-GROUP, the total value of the
denominator equals 7,363 thousand euro and includes costs related to research and development not accounted
for in CAPEX, short-term leases, as well as maintenance and repair costs not included in overheads.
As for the numerator and in accordance with Annex I, 1.1.3.2 of the Disclosure Delegated Act, it is equal to zero
because the operational expenditure is not material for the JENSEN-GROUP. Indeed, the Opex included in the
denominator and related to the purchase of output from Taxonomy-aligned economic activities and to individual
measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions amounts to
0% of the operating expenditure. Furthermore, the Opex as defined in the Taxonomy represents less than 1% of
the Groups’ total revenue.
JENSEN-GROUP
December 31
2023
Eligible economic
activities (%)
Non-eligible economic
activities (%)
(In thousands of euros)
Revenue
400,121
0
100
Capex
9,092
64
36
Opex
7,363
0
100
The official templates of the taxonomy KPIs, as well as the additional disclosures on gas and nuclear can be found
at the end of this report on page 171.
Materiality analysis
The materiality analysis identifies the sustainability topics that are most material to business and stakeholders, in
order for the JENSEN-GROUP to further strengthen sustainability and corporate responsibility policy and
reporting, by prioritizing topics that matter most. The impact materiality assessment done in 2022 is the result of
an EMT workshop (inside-out perspective) and a stakeholder survey of customers, employees, and suppliers
(outside-in perspective). The questions addressed were related to important material topics reflecting the Group's
economic, environmental, and social impact and influencing the decisions of the JENSEN-GROUP business and
stakeholders.
30 ANNUAL REPORT 2023
During this analysis, both external and internal factors were taken into consideration, including the JENSEN-
GROUP vision, mission, brand, and long-term strategy, as well as the Sustainable Development Goals (SDG) and
GRI Sustainability Reporting Standards. The result is illustrated in the materiality matrix below.
The upper right quadrant represents priority topics that are relevant for society, the JENSEN-GROUP stakeholders,
and the business. The Group's sustainability approach focuses mainly on these areas, including the topics
'Diversity' and 'Employee engagement’, ‘Training and development' as integral parts of the JENSEN-GROUP
culture. These topics have been matched with the related United Nations Sustainable Development Goals (SDG),
where these are relevant to the operations of the JENSEN-GROUP (see icons above the matrix). The upper left
quadrant represents strategically significant topics that are considered relevant from a stakeholders' point of
view. The areas defined in the lower quadrants are topics to be monitored closely and to be managed internally.
Based on this materiality assessment, a set of KPIs related to some of the most important topics was defined and a
detailed monitoring protocol installed. Reference is made to the different dimensions of the sustainability
approach mentioned below for the results of this monitoring process in 2023. Non-consolidated joint ventures
have not been included. The latest acquisition of the JENSEN-GROUP, Ole Almeborg A/S, is also excluded,
considering that it was acquired at the end of the year. This monitoring process will be maintained over the
coming years and the reporting on key figures expanded in order to obtain a better understanding of performance
in terms of sustainability and to implement necessary measures to improve said performance over the years.
ANNUAL REPORT 2023 31
After a first disclosure of these KPIs in 2022, the JENSEN-GROUP had an ESG Assurance Readiness Check
performed by its auditors in 2023. The results triggered some actions aimed at improving the quality of these
figures. Thanks to a complete revision of the ESG reporting procedure that included, among other things, the
elaboration of an ESG reporting manual and employee training, the JENSEN-GROUP has achieved this goal and
significantly improved the quality of the ESG KPIs reported this year.
Sustainable business framework
The JENSEN-GROUP has a strong reputation for always going above and beyond, to meet its customers'
expectations. Additionally, the goal of creating sustainable innovation for a better world is deeply embedded in
the Group's DNA. The textile care service is the oldest circular economy in the world, with its roots going back to
the late 19
th
century. Extending the life of textiles is key but extending the lifetime of laundry equipment is equally
important.
The aim is to honor this legacy, by developing a sustainability approach around the three ESG aspects:
In order to provide a broader sustainability context, a brief elaboration of the JENSEN-GROUP business model is
illustrated below. For more information, reference is made to other sections of the Annual Report.
Business model
The aim of the JENSEN-GROUP is to lead by providing the best solutions to its worldwide customers in the heavy-
duty laundry industry. Technical excellence, significant investment in product development and specialized
industry knowledge enable the JENSEN-GROUP to plan, develop, manufacture, install and service everything from
single machines to complete systems, turnkey solutions, and process automation.
Product development and automation are deemed a key part of the business model, as scarcity of resources and a
greater focus on ecology increase the need for sustainable laundry solutions. Sustainability goes beyond purely
environmental aspects. The new bottom-line looks at the eco-social costs and benefits of having clean linen
available. The well-being of the people using and processing the linen is key.
32 ANNUAL REPORT 2023
As part of its total sustainability concept CleanTech, the JENSEN-GROUP develops machines and solutions that
positively impact the financial success of laundries as well as the working stations for their employees.
All products designed and manufactured by the JENSEN-GROUP fall under the responsibility of its factories, called
Production and Engineering Centers (PECs). The PECs develop, manufacture, and deliver a full range of innovative
and competitive JENSEN and Inwatec products to customers through a worldwide network of Sales and Service
Centers (SSCs) and authorized local distributors. This worldwide distribution network together with its laundry
manufacturing capability, project management expertise and after-sales service make the JENSEN-GROUP a
credible one-stop supplier uniquely positioned to act locally, meeting customers’ requirements and expectations
fast and reliably, whether for a single machine or a complete turnkey solution, anywhere in the world.
The relative share of sales through the JENSEN-GROUP's own SSCs has increased in recent years. These SSCs
operate in the most important heavy-duty markets: Australia, Austria, the Benelux, Brazil, China, Denmark,
France, Germany, Italy, the Middle East, New Zealand, North America, Norway, Singapore, Spain, Sweden,
Switzerland, and the United Kingdom.
The JENSEN-GROUP mission is “Creating the future in laundry automation”, a one-liner which is also used in
marketing communication. The JENSEN-GROUP is committed to offering the best solutions to heavy-duty
laundries worldwide. For this reason, the Group is in constant dialogue with its customers through local presence,
to identify the best solutions for them. Based on global experience, these solutions consider the total cost of
ownership and are aimed at continuously raising productivity while reducing the ecological impact of equipment
and processes. In recent years, the JENSEN-GROUP has particularly invested in further upgrading and expanding
its product range in laundry robotics, AI, automation, new software applications for industry and environmentally
friendlier products. The Group is committed, engaged, dedicated and responsible every time it interacts with its
customers.
Customers provide a broad range of textile care services in a variety of application areas.
Healthcare laundries: a typical healthcare institution delivers a range of items to its laundry, including surgical
gowns and textiles, patient drapes, patient clothing, gowns for doctors and nurses, bed linen, towels, and
more. Healthcare linen demands exceptionally high standards and flexibility in the choice of washing
programs to ensure textiles are clean and uncontaminated.
Hospitality laundries: clean and perfectly folded linen is part of the overall experience of any visit to a
restaurant or a hotel. Hospitality laundries process a wide variety of textiles including bedsheets, fitted
sheets, duvet and pillow covers, mattress covers, tablecloths, napkins, placemats, aprons, and fluffy items
such as bathrobes and towels.
ANNUAL REPORT 2023 33
Industrial laundries: both large corporations and small enterprises rely on textile care services for their
workwear. Professional workwear includes shirts, uniform jackets and trousers of every kind, overalls, military
uniforms, reflective striping jackets and trousers, safety vests, police and firefighter uniforms, as well as
flame-resistant jackets or trousers. Professional garments ensure that their wearers are recognized,
respected, and ultimately also protected.
Mat laundries: dirt control mats are a calling card for every business and guarantee an excellent first
impression. Shop owners and managers rely on them in all weather conditions, without which buildings
would require constant cleaning.
Large on-premises laundries: such as in the case of cruise ships, where thousands of passengers and crew
members live in a limited space for days or weeks. Both for consumption and emissions reasons, the
standards for hygiene and energy efficiency are unique in the cruise ship industry. Cruise companies are very
concerned about the health and well-being of all people aboard the ship.
The JENSEN-GROUP's solutions cover all stages of sorting, washing, drying and finishing of linen, garments and
mats.
The JENSEN-GROUP's equipment combines automation and high quality, while ensuring low energy, water, and
chemicals consumption, saving both money and the planet.
Finally, the business model is highly scalable and serves as a platform to expand geographically. The Group aims to
be present throughout the world so as to keep communication lines with its end-customers as short as possible, in
order to guarantee a high-quality customer service and reduce the company's carbon footprint. Local presence
was already a key competitive advantage before the Covid-19 pandemic and continues to be a critical success
factor. With 18 SSCs and seven PECs spread across five continents, the JENSEN-GROUP thinks globally and acts
locally.
34 ANNUAL REPORT 2023
ENVIRONMENTAL PERSPECTIVE
All the Group's stakeholders and, above all, customers, face a rapidly changing environment. The JENSEN-GROUP
takes sustainability seriously and is pursuing a continuous energy reduction and environmental protection
strategy. In particular, the need to decrease Greenhouse Gas emissions and the use of fossil fuels to limit global
warming, as well as the growing scarcity of water call for an increased focus on ecology.
Appropriate internal policies have been implemented to identify both internal (i.e., arising during the
manufacturing process) and external (i.e., created by the use of equipment) environmental risks to the business.
Such risks are identified and evaluated as part of the yearly risk mapping exercise. Three main environmental risks
are included in the risk map, based on the probability of the risk occurring and on its impact:
risk of damage due to a natural disaster;
risk of non-compliance with new local laws and regulations regarding environmental protection;
risk of being held responsible for environmental contamination the Group is unaware of.
Risk mitigating measures are defined, implemented, and evaluated on a yearly basis by the Executive
Management Team. A dedicated project has been introduced to ensure that the JENSEN-GROUP is fully compliant
with local laws and regulations. For further information on environmental risks, please refer to the ‘Risk Factors’
and ‘Risk Management and Internal Control’ sections in this Annual Report.
1. Emissions
For the first time in its history, the JENSEN-GROUP is presenting the Greenhouse Gas (GHG) emissions associated
to its activities, as part of its ongoing commitment to transparency and environmental responsibility. For this
initial carbon footprint disclosure, the Group has limited the calculation to Scope 1 and Scope 2 emissions. Scope 1
encompasses direct emissions from operational activities and consists mostly of fuels associated to the vehicle
fleet and gas used for heating purposes. Scope 2 represents indirect emissions from purchased electricity and
heating.
In 2023 the total GHG emissions Scope 1 and 2 of the JENSEN-GROUP were 5.313 tCO
2
e. The biggest GHG
emissions come from electricity, the gas used in the paint booths in Denmark and China, and the company fleet.
ANNUAL REPORT 2023 35
Calculations are done according to the Greenhouse Gas Protocol standards and an equity share approach. Under
the equity share approach, a company accounts for GHG emissions from operations according to its share of
equity in the operation. Activity data related to electricity or heating may, in some cases and in the absence of
updated information from suppliers, be based on assumptions of the previous year's consumption figures. Scope 1
and 2 emissions of the non-consolidated joint ventures Tolon and Inax are excluded, due to the Group's limited
influence and margin of action and will be considered under Scope 3 as emissions related with investments. Scope
1 and 2 of the latest acquisition of the JENSEN-GROUP, Ole Almeborg A/S, is also excluded, since it was acquired at
the end of the year.
The JENSEN-GROUP has chosen 2023 as the starting point and base year, which its future GHG emissions will
reflect. These disclosures illustrate the Group's dedication to sustainability and its efforts to quantify and mitigate
its environmental impact. It will set reduction targets once the emissions of its whole value chain including Scope
3 are known. Said full carbon footprint and reduction targets will be disclosed in the next annual report.
As indicated in its Mission Statement, the aim of the JENSEN-GROUP is to supply customers with sustainable single
machines, systems, turnkey solutions, and laundry process automation. Sustainable solutions also imply that the
negative impacts on the climate are limited as much as possible, through appropriate measuring and appropriate
action.
2. Energy consumption
1.1. Solutions
The JENSEN-GROUP takes sustainability and environmental protection seriously and is pursuing a continuous
energy-saving strategy to meet the challenges of the future, such as climate change and the finiteness of fossil
fuels. Continuous investment in product development, alignment of its core processes and in-depth market
presence enable the JENSEN-GROUP to better meet its customers’ needs. Many of these developments are
targeted at reducing energy and water consumption, as well as increasing the lifetime of equipment. This includes
continuously monitoring the performance of equipment during the development phase.
43%
57%
Scope 1 Scope 2
0 500 1,000 1,500 2,000 2,500 3,000
Gas for welding
Fleet
Gas for paint booths
Gas for heating
District heating
Electricity
Scope 1
Scope 2
tCO
2
e
36 ANNUAL REPORT 2023
Many product developments targeting natural resource and energy savings for customers are grouped under the
CleanTech concept. In general, the JENSEN-GROUP invests around 2% to 3% of its turnover in product
development each year.
CleanTech solutions consist of knowledge-based products and services that improve operational performance,
productivity and efficiency while reducing CO2 emissions, energy and water consumption, waste, and pollution.
The objective of the JENSEN-GROUP CleanTech concept is to increase the efficient use of primary energy and to
ensure that such energy is consumed more economically. This also involves integrating water and energy recovery
systems into machines.
CleanTech technology has produced some remarkable savings in natural resources and energy for customers in
recent years as shown in the table below. The figures are representative indicators of the average energy
consumption of the most efficient versions of JENSEN-GROUP's energy-intensive machines, namely dryers,
ironers, and tunnel finishers processing a heterogeneous mix of textiles. They were recorded under ideal
circumstances and may vary depending on the context of exploitation and the different requirements of each
laundry business. The JENSEN-GROUP is working on aligning its reporting regarding energy data to be compliant
with official calculation standards. Considering that about 40% of the JENSEN-GROUP's business takes place
outside of Europe, future tests will be based on the internationally recognized ISO standards. While the 2023
figure for the most performant dryer is the result of a test according to ISO standard 9398-2, the other values are
not ISO compliant. They have been disclosed as further proof of the Group's commitment to transparency and for
the information of its different stakeholders. In absence of any new tests since last year, the figures have not
changed since the last annual report.
Energy consumption
< 2005
> 2008
December 31
(In kWh*/liter H
2
O)
2023
(unchanged from
previous year)
Dryer
1.35
1.08
0.95
Gas ironer
N/A
1.20
1.10
(*) excluding consumption of electricity
After the introduction of the CleanTech concept, further technological developments in recent years have led to
considerable reduction of the energy consumption of JENSEN equipment.
Average water consumption of under three liters per kg linen processed, and energy consumption of under one
KW/h per kg linen processed can be reached today with JENSEN products and solutions. The continuous
development of innovative technologies that can be easily integrated into new or existing equipment, such as
heat exchangers, heat control (InfraCare), product enhancements or software, are important steps towards the
reduction of energy consumption.
ANNUAL REPORT 2023 37
The JENSEN-GROUP is working to take the energy reduction program a step further through continuous product
development and automation, to ensure that the machines are operated efficiently without idling, and
automatically stopped if not operated. The integration of robotics into the product line, thanks to partner
Inwatec, is another major contributor towards automation and efficient energy and resource management.
Technology and automation are key not only to productivity, but also to sustainability.
The JENSEN-GROUP is aware of the environmental impact and finiteness of fossil fuels such as gas used for
CleanTech technology. Hence, the Group is working on product solutions powered by alternative energy sources
such as hydrogen and electricity. It is important however, to underline that heavy-duty laundry equipment is
fundamentally different and much more complex in terms of energy requirements than household washing
machines.
Consequently, the solutions to power these industrial laundry installations cannot be compared to what the
electro-domestic sector can offer.
1.2. Operations
Each manufacturing site of the JENSEN-GROUP focuses on specific technologies for the heavy-duty laundry
industry. Environmentally friendly equipment is developed and manufactured in the most ecologically responsible
way. The JENSEN-GROUP does not limit itself to reducing Greenhouse Gas emissions and energy and water
consumption of its machines at customers, but also handles valuable resources and energy sources carefully at
the production stage. The reduction of energy consumption in all factories is an important goal, and the necessary
steps to improve that performance are being taken. While the importance of harmonized measures is
acknowledged, some external factors may vary from one geographical site to the other and require adaptations to
these harmonized measures, e.g. different climates, quality of building constructions or local regulations, need to
be taken into account. Measures like temperature reduction in factories, replacement of lighting with LED lighting,
as well as the integration of alternative energy sources to generate electricity and heat for the production of
machinery are being studied or have already been implemented in certain cases like e.g.in China with the
installation of solar panels. Furthermore, factories apply concentrated production planning with annual closings to
keep the output at a constant high level. All transportation paths within the factory and from suppliers are kept as
short as possible. As part of the lean management principles, these movements are constantly optimized.
While emissions related to purchased electricity are accounted for in the Scope 2 calculation above, the JENSEN-
GROUP is separately reporting its electricity consumption and the related financial indicator due to the important
environmental impact of this emission category.
December 31
December 31
Energy consumption
2023
2022
Electric consumption (in kWh)
7,975,742
6,967,456
Revenues (in thousands of euros)
400,121
341,639
kWh per euro revenue
0.020
0.020
38 ANNUAL REPORT 2023
3. Optimization of manufacturing process
3.1 Waste reduction
The production of steel, which is the main material purchased by the JENSEN-GROUP, is extremely carbon
intensive. Thanks to a computer program for the laser cutting system in the JENSEN-GROUP's largest factories, the
use of metal sheets is optimized, reducing the annual volume of scrap steel by 30% every year. While the 2022
figure relies on data from only one factory, the 2023 figure combines data from both our largest factories.
December 31
December 31
(In %/total tons of steel)
2023
2022
Steel scrap
21.66
22.35
Other initiatives towards waste reduction, such as the recycling of material or reduction of plastic packaging, have
been implemented locally. The Group expects to get a better overview and more concrete data on waste when
analyzing Scope 3 emissions.
3.2 Pollution
The two factories with their own paint booths, Xuzhou/China and Rønne/Denmark, both meet high standards for
emissions. They are constantly monitored, and each plant employs a dedicated person in charge of environmental
issues and hazardous waste.
The pollutant discharge from the paint booths consists of hazardous solid waste, liquid waste, and waste acid from
the pickling station. The hazardous solid waste is stored in a separate warehouse for collection by the supplier. Its
correct disposal is supervised by the Chinese and the Danish governments. The wastewater is sent to official
sewage plants. The waste acid is stored in separate warehouses, supervised by government installed cameras (in
China) or locked (in Denmark), and collected by a government-appointed company. This ensures that the waste
acid does not pollute the environment. None of the plants have had any spills into the environment. Both paint
booths are thoroughly cleaned on a regular basis, depending on the activity.
December 31
December 31
Paint booth emissions
2023
2022
Powder consumption (in kg)
61,866
60,690
Paint booth spills
0
0
Furthermore, air pollution due to exhaust gas is tightly monitored in the Chinese factory with monthly air quality
tests conducted by a third-party, in accordance with governmental requirements.
An environmentally friendly manufacturing process starts with selecting the most appropriate suppliers. The
JENSEN-GROUP is therefore constantly looking for partnerships with suppliers who can contribute opportunities
of any kind, to reduce resources and energy.
ANNUAL REPORT 2023 39
4. Mobility
Significant potential in the reduction of GHG emissions lies in employee mobility. The Covid-19 pandemic
highlighted the possibilities of remote working, leading to a considerable increase in virtual meetings, customer
support, and e-learnings. The Group aims to keep business travel to a minimum and allow home-working
arrangements to positively contribute to the reduction of the company's carbon footprint. Furthermore, it
encourages the purchase of electrically powered vehicles when possible and has reviewed its car policy
accordingly.
While emissions related to company vehicles are accounted for in the Scope 1 calculation above, the JENSEN-
GROUP is separately reporting the average fuel consumption of active company cars and the number of
electric/hybrid vehicles utilized due to the important environmental impact of this emission category. The aim is a
60% rate of cars powered by a renewable energy source by 2030, considering that for certain business activities
such as customer service or certain regions, cars must constantly be ready for use, and employees are dependent
on the availability of charging stations. Following the ESG Assurance Readiness Check, a thorough data verification
was conducted, leading to an updated average consumption value for 2022 and even more precise figures in
2023.
The quality increase of the collected data also allowed to identify vehicles that had not been reported in 2022.
Coupled with a certain amount of new fuel-powered car purchases destined for customer service, it explains the
slow decline in the average consumption figure between 2022 and 2023.
TARGET
December 31
December 31
Active fleet
2030
2023
2022
Average fuel consumption (l/100 km)
N/A
5.7
6.0
Electric/hybrid cars on total fleet
60%
15%
12%
40 ANNUAL REPORT 2023
5. Climate-related risks, dependencies, and opportunities
As mentioned in the Risks Factor section of this Annual Report the JENSEN-GROUP operates in 22 countries and is
therefore exposed to natural hazards such as earthquakes, windstorms, or floods. It is reasonably accepted that in
the medium to long-term, climate change will result in an increase of the average worldwide temperature, which
will cause more frequent natural hazards. Because of this increased risk, insurance coverage is taken when
possible and compliance with specific building codes is strictly respected, to reduce the impact on the Group's
performance and operational results.
Like many companies, the JENSEN-GROUP is dependent on natural, human, and social capital for its operations.
Water scarcity, energy-related costs, and the transition from fossil fuels towards renewables plays an influential
role in the development of new sustainable machines and solutions. By creating sustainable innovation and
contributing to a better world, the Group provides a motivating work environment for its employees and improves
the brand image throughout the value chain.
ANNUAL REPORT 2023 41
SOCIAL PERSPECTIVE
The social dimension of the ESG agenda is determined by the JENSEN-GROUP's interaction with its stakeholders.
Employees, customers, and partners are at the source of its success, which is why the Group promotes a
collaborative, healthy, and educationally friendly work environment. Furthermore, its intelligent solutions create
safe and healthy work conditions in laundries, increasing the attractiveness of an industry facing important labour
shortages.
1. People
1.1 Employee Health and Safety
The JENSEN-GROUP considers the wellbeing of its employees to be critical to its mission. By marking the
difference in serving customers, its employees are the basis of the Group's success. The JENSEN-GROUP wants its
employees around the globe to work in safe and ergonomically sound environments. All employees are
encouraged to help build safe work environments by applying safety measures in their day-to-day activities.
Health and safety are a priority at each JENSEN-GROUP location. At all production sites, plant managers’
performance evaluations include the prevention of work accidents and remedial initiatives taken.
Each of the JENSEN-GROUP's factories has an appointed Health and Safety Manager, who is responsible for
implementing health and safety measures in their respective factory, starting from local regulations and
requirements. At JENSEN China, an equipment operation safety management system analyses the key safety
points in the production process. Quarterly work environment committees, consisting of local management and
employee representatives, are organized at different factories to discuss health and safety procedures and to
review work accidents. Compliance with local health and safety laws and regulations is also part of the annual risk
mapping exercise by the Executive Management Team.
As a health-measuring indicator, reports are produced on occupational accidents and sick leave. Occupational
accidents are defined as accidents leading to work incapacity and reported to a work-related insurance or officially
declared under local legislations. These figures serve to monitor the levels of employee health and develop
corresponding solutions for maintaining healthy and safe work environments. The Group almost achieved its 2023
target of less than 30 accidents in its production sites and renewed its commitment to bring down these health-
related indicators in 2024.
42 ANNUAL REPORT 2023
TARGET
December 31
December 31
Accidents and sick days
2024
2023
(TARGET)
2022
# Accidents in PEC
< 25
31 (< 30)
36
# Accidents in SSC
0
7 (0)
9
# Sick days/employee*
< 5
5 (< 5)
5
(*) excluding long-term/maternity/pandemic leave
1.2 Product safety
Responsibility for safety continues after the equipment is manufactured and has left the JENSEN-GROUP premises.
The safety of customers' operators, and of anyone using the equipment is deemed as important as that of
JENSEN's own employees. All equipment complies, to the best of the Group's knowledge, with all European safety
regulations (European Standards, ENs) and other applicable local requirements. At the same time, machine safety
must go beyond regulations. Already during the product development phase, the JENSEN-GROUP focuses on the
ergonomics and overall safety of equipment. Ergonomic solutions have been integrated in all sorting, handling,
and finishing processes, e.g., optimized sorting belt height to reduce stress and strain caused by bending and
individually adjustable height loading stations.
The JENSEN-GROUP development teams also pay attention to the noise emissions of equipment, given the stress
that noise pollution causes to general health and well-being. Next to that, the JENSEN-GROUP is the only supplier
of cornerless remote stations and systems. This is achieved through the installation of a conveyor belt which
brings the linen right in front of the operator, who is only required to pick it up with one grip and feed the piece,
without having to look for corners. This solution facilitates the operator’s task by making it easier and more
comfortable to feed large and heavy flatwork pieces into remote stations.
The JENSEN-GROUP aims to automate all manual or semi-automated processes. With a hands-free operation,
laundries also ensure top hygiene conditions. The product offering includes robotics from Inwatec, which expands
on this approach. When soiled linen is sorted automatically by a robot, operators do not risk getting hurt or even
infected by forgotten objects in the textiles (tweezers, scalpels, scissors, pens, and even larger objects). The
lifetime of textiles and equipment is also extended, as chances of damage by such forgotten objects is minimized.
The automation of dirty linen sorting is a recent innovation. Inwatec's automated soil-sorting system, consisting of
an X-ray machine and a machine learning system, minimizes the need for human interaction in quality control and
surveillance. Robots pick up the laundry pieces from conveyor belts and transport them to the X-ray scanner,
which detects unwanted objects. At the same time, an RFID chip reader registers the garment and determines
further sorting in the system. All these tasks can now be performed by a few operators who are only required to
empty the pockets of the refused garments. The constant challenge is to make robots intelligent enough to
replace human labour.
ANNUAL REPORT 2023 43
With this mindset, customers' work accidents have been reduced to an absolute minimum; even so, each
occupational accident is considered as one too many. Product safety is and will therefore remain, a cornerstone of
the JENSEN-GROUP strategy.
1.3 Employee satisfaction
The JENSEN-GROUP is fully aware of its responsibility towards its employees and cares about their wellbeing.
Driven by the JENSEN Spirit, its culture is open and international. The JENSEN-GROUP offers opportunities for
achievement, recognizes people’s contributions, gives each team member adequate responsibilities, and offers
training and development opportunities. This open culture results in job satisfaction for each employee and in
long-term employment at the JENSEN-GROUP, as shown by the high average career length of eight years.
Employee retention
December 31
2023
December 31
2022
Average career length in years
8
9
Especially for engineering companies that aim at building long-term relationships with their customers (often over
generations), employee tenure is an important success factor. Senior staff are valuable employees who become
knowledge leaders in the organization. They pass their experience and knowledge on to junior staff members,
both in a structured way, as in the corporate JENSEN Academy trainings, as well as on the job.
Opportunities for promotion are not preferentially offered to senior employees. The JENSEN-GROUP leadership
team promotes colleagues based on their achievements, talents, and ambitions, regardless of their length of
service.
The number of resignations, also called churn rate, is another key indicator of employee satisfaction. The intention
is to ensure that the JENSEN-GROUP continues to be an attractive employer for new talents and current
employees. While the increase between 2022 and 2023 is taken seriously and will be investigated, it can be
partially explained as the result of improved data quality following a more thorough and structured approach to
the collection and verification of KPIs in 2023.
Churn rate
December 31
2023
December 31
2022
Churn rate in %
9
5
44 ANNUAL REPORT 2023
1.4 Employee engagement, training and development
To fulfil the Group's mission and to sustain the JENSEN Spirit, great effort is made to attract and retain talented
people, while developing the skills of current and future leaders. In recent years, the JENSEN-GROUP has invested
heavily in the development of its employees, through corporate training, local training, and individual initiatives.
Training is given through the JENSEN Academy at all organizational levels, with webinars and onboarding training
for new employees, new managers, and new project managers. Training programs include technical and function-
specific training, as well as leadership modules that help employees develop and cooperate in a global business
environment. Developing teamwork and collaboration is critical to success.
Given the international character of the JENSEN-GROUP, digital training for office employees (sales, marketing,
management, and back-office) has been offered since 2010. When the Covid-19 pandemic hit, similar approaches
for staff that was previously trained on site at the factories were quickly developed.
While digital meetings cannot fully replace live training sessions either at customer sites or in factories, the Group
can now offer hybrid training solutions for most employees as well as remote customer support. This means more
comfort and personal time for people, lower GHG emissions and considerable savings on travel expenses.
Furthermore, the Group is proud to function as a training center for the younger generation by offering
apprenticeships in factories in a range of professions.
For the second year in a row, key people development figures are being reported, as the Group looks forward to
providing more data for comparison next year. The 2023 targets were well exceeded and reflect the Group's
commitment to invest in its people and in new talents.
People development
TARGET
2024
December 31
2023 (TARGET)
December 31
2022
Average hours of training/employee
40
32 (30)
21
# Apprentices/trainees
80
78 (70)
60
The JENSEN-GROUP aims to further strengthen its open culture and to embed it throughout the Group. For this, a
variety of communication channels and platforms to inform employees about corporate targets, strategies and
current developments is used. Jennet, the intranet of the JENSEN-GROUP, offers information on a wide range of
subjects, including product information, HR information, and the Group's Principles and Guidelines.
While Jennet is a valuable tool for disseminating information within the Group, the use of internal social media,
such as an app on employees’ smartphones, is also encouraged, as a modern way of sharing news and interacting.
The various departments then determine their own priorities using these general communication tools and
implement action plans to achieve them. These collaborative tools support the exchange of new ideas and
insights, and ultimately, personnel and organizational development.
ANNUAL REPORT 2023 45
1.5 Human rights
The JENSEN-GROUP has built and continues to build its success and growth on key values best summarized as the
JENSEN Spirit: respect for others, exemplary behavior, integrity, and responsibility. Those key values are part of a
larger framework that is also recognized and applied by the JENSEN-GROUP, and which consists of the United
Nations (UN) Universal Declaration on Human Rights, the UN Convention on the Rights of the Child, the European
Convention on Human Rights, and the International Labor Organization (ILO) Fundamental Conventions.
In view of the above, the JENSEN-GROUP is committed to being an ethical and responsible company, to limit
environmental impacts, and to promote the highest standards of integrity. This approach is fully reflected in the
JENSEN-GROUP Ethical Business Policy Statement which is the Group's Code of Conduct. It condemns, amongst
other things, any form of child labour or discrimination and promotes decent working conditions and freedom of
association. Any violation of the Ethical Business Policy Statement might cause operational disruption, damage to
reputation, and financial losses and appropriate disciplinary actions will be imposed against any JENSEN
stakeholder that fails to respect the Ethical Business Policy Statement. In 2022, the JENSEN-GROUP committed to
having all its current and future employees sign the Ethical Business Policy Statement. At the end of 2023, this goal
has nearly been reached.
Rate of employee adherence to Ethical
Business Statement
TARGET
2024
December 31
2023
Signed Ethical Business Statements
100%
95%
The JENSEN-GROUP intends to fully associate all of its suppliers, manufacturers, subcontractors, licensees and
distributors, regardless of the product or service provided with this approach and these values. Accordingly, it
elaborated a new Suppliers' Code of Conduct in 2022 and committed to only working with partners who adhere to
the latter or have a Code of Conduct. Suppliers are categorized as A-, B-, or C- Suppliers based on their level of
integration and importance, A-Suppliers being the most integrated strategic partners. 98% of A-Suppliers fulfil the
Code of Conduct criterion. China leads the way, having 100% of the Group's strategic suppliers subjected to a
Suppliers’ Code of Conduct.
Rate of suppliers with Codes of Conduct
December 31
2023
December 31
2022
A suppliers
98%
78%
A/B/C suppliers
66%
50%
46 ANNUAL REPORT 2023
1.6 Diversity
In accordance with its open-minded culture and ethical business approach, the JENSEN-GROUP makes no
distinction in terms of age, gender, culture, religion, origin, or other form of diversity. The Group is committed to
providing equal opportunity in employment and to respecting the rights and dignity of each employee. All forms
of discrimination in recruitment and promotion are prohibited. The JENSEN-GROUP is driven by culture. Living the
JENSEN Spirit leads to everyone doing the right things naturally.
This approach is underlined in the Ethical Business Policy Statement to be followed and respected by all
employees. It can be found on the Company website and a summary is available in the introductory manual
handed out to all new employees (JENSEN Blue Book) and available on the Intranet. It clearly states, “we provide
equal opportunity in employment to all employees and applicants for employment and do not discriminate based
on race, religion, political belief, color, sex, age, national origin, disability or any other illegal classification".
Reference is also made to Goals five and ten of the Sustainable Development Goals to which the Group adheres
fully.
Nationalities
December 31
2023
December 31
2022
Number of nationalities
52
49
Gender diversity
December 31
2023
December 31
2022
Female employment rate
12%
12%
Male employment rate
88%
88%
Non-binary employment rate
0%
N/A
Proportion of women in managerial positions
14%
14%
Proportion of men in managerial positions
86%
86%
Proportion of non-binary people in managerial
positions
0%
N/A
As a direct consequence of the type of business, the percentage of women is rather low, though a slightly higher
percentage in management is noted. It is worth mentioning that 27% of new management members appointed or
promoted this year were women. Furthermore, the Belgian Law of 28 July 2011 on gender diversification requires
at least one-third of the Board of Directors to be female. The JENSEN-GROUP NV is in full compliance with this
law.
The Group plans to review its Human Resources Guidelines to make sure that diversity and gender are factors
taken into consideration in the recruitment process. The JENSEN-GROUP believes that talent can come in any form
or shape and the JENSEN Spirit is universal.
ANNUAL REPORT 2023 47
1.7 Customers
The culture of the JENSEN-GROUP is characterized by shared values built on past and present experiences, as well
as future prospects. The Group is keen to deepen its corporate culture throughout the organization, in the belief
that it is a dynamic process that directly incorporates the needs of its customers. As customers know the laundry
business better than anybody else, the JENSEN-GROUP seeks to create partnerships with them.
Constant dialogue with customers, through local presence, results in long-term relationships. In this way, their
needs are known, creating a focus on efficiencies to provide sustainable laundry solutions and systems. The
CleanTech solutions help the Group gain new customers that require ecological processes to meet Corporate
Social Responsibility guidelines or to obtain quality certificates.
With the JENSEN-GROUP, customers have a strong partner that they can rely on from the moment of the initial
consultation, on to the planning stage, correct installation, and start-up of the equipment and through to after-
sales service. This includes regular technical inspections of the JENSEN equipment and customer training, both of
which increase productivity and profitability by reducing maintenance costs for customers and helping avoid
equipment downtime. This strong business partnership between the JENSEN-GROUP and its customers creates a
win-win situation.
2. Society
2.1 When global meets local
The JENSEN-GROUP is truly committed to serving customers to the best of its abilities, joining forces with business
partners to develop mutually rewarding relationships and to supporting the communities where employment is
provided.
The Group's strategy is to fully leverage its global capabilities while reinforcing its local presence in every
significant market. The JENSEN-GROUP brand portfolio represents tailor-made and high-quality solutions for its
customers wherever they are. In this respect, the aim is to truly make a difference by entering local level
partnerships and respecting local habits and needs, as well as respecting the needs and requirements of the wider
local community by living up to the highest professional standards and complying with all legal requirements.
Geopolitical instabilities, an energy crisis, and climate change are real challenges calling for immense agility and
resilience. Management, staff, and customers will have to stay alert and flexible. In the meantime, the Group
seeks to do what it does best, which is to keep up the JENSEN spirit, nurture its relationships with customers and
colleagues, and support local communities by providing decent employment and engaging in socially responsible
initiatives. A tight solidarity is the key to success in demanding times.
48 ANNUAL REPORT 2023
The JENSEN-GROUP has created an environment in which personal initiatives are highly appreciated, as it is
strongly convinced that its employees are best placed to identify local needs in which the JENSEN-GROUP can
make a difference. It is believed that JENSEN-GROUP's people live its value statement ‘we think globally and act
locally’, and this has resulted in many different initiatives and activities on company-wide and local levels. Inspired
by the high level of social engagement across its entities, the JENSEN-GROUP launched the 'Good deeds by
JENSEN' initiative aimed at giving more visibility to these charitable actions and encouraging volunteering
activities even further. Pictures of the different initiatives can be found on the next page.
Regardless of the current challenges, the world is becoming increasingly connected, where people will continue to
travel, both for business and for leisure, to traditional and new destinations (emerging markets). This offers
opportunities for growth, with an increased need to process hotel and catering linen, and for increasing the
JENSEN-GROUP’s sustainable and social contribution by providing environmentally friendly equipment.
ANNUAL REPORT 2023 49
50 ANNUAL REPORT 2023
GOVERNANCE
1. Corporate governance
As the JENSEN-GROUP NV share is quoted on the Euronext Stock Exchange, the Company has adopted the 2020
Belgian Corporate Governance Code (the "2020 Code"), as well as a risk management and internal control process.
For more information on these, please refer to the separate Corporate Governance chapter in this Annual Report
and to the Corporate Governance Charter on the Company website Corporate Governance:
www.jensen-group.com.
It is acknowledged that adopting the 2020 Code, positively contributes to a better society by inspiring greater
trust among investors and other stakeholders. As maintaining trust in the brand and organization is a crucial part
of the JENSEN-GROUP strategy, a strict ‘Policy to Prevent Insider Trading’ and a Whistleblowing Hotline procedure
have been implemented, both of which significantly reduce the risk of improper conduct or any appearance
thereof. Please refer to page 67 of this Annual Report for more information on the insider trading policy and to
the below chapter on 'Business Ethics' for more information on tools to prevent unethical behaviour.
The JENSEN-GROUP considers integrity, honest business practices, and lawful conduct amongst its topmost
priorities. No business requirement can justify an illegal, unethical, or unprofessional behaviour. Success in
business depends upon maintaining the trust of employees, company directors, shareholders, customers,
suppliers, and other business partners, as well as government authorities, and the public at large.
Within this context, the JENSEN-GROUP has developed an Ethical Business Policy Statement that reflects its values
and the moral, legal, and business expectations that it has towards its employees and stakeholders (see the above
chapter on 'Human Rights' and the below chapter on 'Business Ethics'). Any violation of the Ethical Business Policy
Statement might cause operational disruption, damage to reputation, and financial losses and appropriate
disciplinary actions will be imposed against any officer, employee, supplier, customer, or other business partners
who fails to respect the Ethical Business Policy Statement.
It is the Group's aim to be compliant with all local tax rules. The JENSEN-GROUP maintains a transparent, honest,
and co-operative approach with all tax authorities. The Group does not engage in aggressive tax planning
practices.
ANNUAL REPORT 2023 51
Finally, the JENSEN-GROUP has developed an Internal Control Process. For more information about this process,
please refer to the chapter on 'Risk Management and Internal Control' in the below Corporate Governance
Statement.
2. Business ethics
The JENSEN-GROUP strives to maintain an open culture throughout the organization. The Group's Code of
Conduct outlines the responsibilities for proper practices of both individuals and the organization. These
contribute to the welfare of and respect for all stakeholders.
With the ‘we think globally, and act locally’ approach, considerable authority is shifted towards local
management. This requires ensuring that several rules are respected. At the JENSEN-GROUP, these are
summarized in the ‘Principles and Guidelines’ which can be found on the JENSEN intranet. In addition, the JENSEN-
GROUP has developed several control mechanisms to prevent unethical behaviour at all levels, namely:
an Ethical Business Policy Statement signed by all employees and a Suppliers Code of Conduct condemning,
among other things, any form of corruption or bribery that undermines fair trade (available on the Company
website);
a Corporate Governance Charter defining the role and responsibilities of the Board of Directors (available on
the Company website);
a Policy to Prevent Insider Trading signed by all employees with access to sensitive Information (internal
document);
a Whistleblowing Hotline open for all employees and other stakeholders of the JENSEN-GROUP and operated
by an independent trusted third party (accessible through the Company website);
an ICT Policy to prevent violation of personal data and cyber-related risks signed by all employees (internal
document).
These rules and procedures give all employees and anyone acting on behalf of the JENSEN-GROUP the possibility
to report any suspected or actual violation of rightful business practices. There were no reports of unethical
behaviour in 2023, and the Group looks forward to an equally positive outcome for 2024.
Further reference can be made to the below Corporate Governance Statement in this present report for
additional details about governance structure and the Board of Directors' commitment to sustainable and
responsible leadership.
52 ANNUAL REPORT 2023
Conflict of interest
Under the 2019 Companies and Associations Code, the members of the Board of Directors are required to give the
Chairman prior notice of any agenda items in respect of which they have, either directly or indirectly and whether
of a financial or other nature, a conflict of interest with the Company, and to refrain from participating in the
discussions of, and voting on, items. Conflict of interest is therefore a standard item on the agenda of each Board
of Directors meeting. In the course of 2023, potential conflicts of interest were notified by SWID AG, represented
by Mr. Jesper Munch Jensen, by Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen, and by
Messrs. Jobst Wagner and Daisuke Miyauchi at the meetings of the Board of Directors with regard to the (i) re-
appointment of a Board member, (ii) the dividend proposal, (iii) capital increase, and (iv) re-launch of the share
buy-back program. The relevant excerpts from the minutes of said meetings of the Board of Directors which were
held on, respectively, March 9, and March 29, 2023, on April 3, 2023, and on August 10, 2023, are set forth in
Annex II and enclosed as an exhibit to this Annual Report.
Human resources
The number of employees at year-end has developed as follows:
December 31
December 31
2023
2022
Number of employees
1,830
1,555
Investments and capital expenditures
Capital expenditures in 2023 amounted to 7.4 million euro (5 million euro in 2022), consisting primarily of the
additional building investment in Odense (Denmark) to support the future market demand for AI and Robotics of
Inwatec, and in machinery and vehicles.
Because of the renewal of several rental agreements the right-of-use assets increase by 1.8 million euro. (Note 4)
In 2022, investments and capital expenditures primarily consisted of investments in the office building in Panama
City (JENSEN USA) destroyed by Hurricane Michael, and in machinery, and vehicles.
Research and Development
The JENSEN-GROUP does not perform fundamental research but undertakes continuous product development.
These expenses in respect of the continued operations amounted to 6.7 million euros in 2023 (6.3 million euros in
2022). Until the end of 2020, the Group did not capitalize development expenses but expensed them as incurred.
For further information, refer to the below Note 4 on Non-Current Assets (p.109 of this Annual Report). The
depreciation period is evaluated continually, and the asset is reviewed annually for impairment.
ANNUAL REPORT 2023 53
Use of financial instruments
The JENSEN-GROUP uses derivative financial instruments to reduce its exposure to adverse fluctuations in
interest rates and foreign exchange rates. It is the Group’s policy not to hold derivative instruments for
speculative and trading purposes.
As of December 31, 2023, currency brought forward hedges existed in an amount of 1.5 million euros and
currency sold forward hedges existed in an amount of 16.6 million euros. The Group also had an Interest Rate
Swap (IRS) outstanding in amounts of 14.1 million DKK with maturity 2039 and a fixed rate of 0.4350%.
Litigations
Provisions have been set up in respect of all claims that, based on prudent judgment, are reasonably accounted
for. The JENSEN-GROUP keeps track of all potential litigations and pending legal cases at the Group level. In this
chapter, cases against the Company or one of its subsidiaries are covered. Pending issues per major category are:
public and product liability claims:
3 claims in the USA,
1 claim in Australia,
2 claims in the UK,
2 claims in the EU,
claims from employees:
1 claim in the USA,
commercial claims:
2 claims in the EU,
1 claim in the USA,
environmental risk:
1 ongoing case in the USA.
Most of these claims are covered by insurance. Based on the legal advice taken, management does not expect
these claims to significantly impact the Group's financial position or profitability. Where management considers a
probable liability arising, the potential effect of the claim has been estimated and a provision has been made.
54 ANNUAL REPORT 2023
Corporate Governance Statement
Statement of Corporate Governance
The JENSEN-GROUP NV has adopted the 2020 Code on Corporate Governance, which is available on
www.corporategovernancecommittee.be, as its reference code. The Company has implemented the evolving
Code since 2004, as it consistently reviewed the major requirements and evolution thereof, and regularly
evaluates the Group's degree of compliance. The factual applications of the 2020 Code are reported in this
Statement and on page 60 of this Annual Report with respect to gender diversification in the Board of Directors.
The Company has adapted its Corporate Governance Charter in accordance with the 2020 Code, and the Board of
Directors has thereby adopted and published the following revised documents.
Charter of the Board of Directors, including standards of independence and requirements for Directors;
Charter of the Nomination and Remuneration Committee;
Charter of the Audit and Risk Committee;
Remuneration Policy;
Communication Policy;
Role and Responsibilities of the Chairperson of the Board of Directors; and
Role and Responsibilities of the Executive Management.
The Corporate Governance Charter can be found on the Company website https://www.jensen-group.com under
the heading 'Investor Relations/Corporate Governance’ and is regularly reviewed and evaluated by the Board of
Directors. The Corporate Governance Charter is part of the day-to-day proceedings of the Company’s Board of
Directors and Board Committees and has been and remains to the best of the Company’s knowledge and belief,
compliant with the 2020 Code with the exception of some recommendations as mentioned in the following
paragraphs.
According to the 'comply or explain' principle, the Company may deviate from the 2020 Code, provided that it
duly explains the reasons for such deviation, which reasons could be linked to the Company’s profile, organization
and/or size. At present, the Company first departs from Recommendation 4.14 of the 2020 Code by not having an
internal audit staff and instead outsourcing the internal audit function to external parties. The Audit and Risk
Committee of the Board of Directors has hereby concluded that an in-house internal audit function would not
be an effective function because:
The JENSEN-GROUP consists of multiple smaller entities with limited turnover that are closely monitored
by local management teams;
Each entity operates under its own legislation and in the local language, which would hinder efficient
internal audits;
The management teams are further monitored by the JENSEN-GROUP headquarters through quarterly
operational and financial reviews and through regular management visits to the site of the headquarters;
ANNUAL REPORT 2023 55
All JENSEN-GROUP subsidiaries are aware of the JENSEN-GROUP policies and procedures, and the Group's
relative size continues to allow for regular communication and face-to-face meetings with all local
management teams;
For consolidation purposes, all JENSEN-GROUP companies are audited by the same accounting firm and
significant risk factors are consistently reviewed in the external audit scopes of the different subsidiaries.
For these reasons, the Board's Audit and Risk Committee develops internal audit priorities both through
consultation with the external auditor and on the basis of a risk analysis, while also retaining and meeting with
an independent outside audit firm for specific internal audit projects. This approach is considered more
effective than an in-house internal audit function as the Audit and Risk Committee can outsource the internal
audit activity to a locally competent internal audit service provider.
Second, the Company deviates from Recommendations 3.11 and 9.1 of the 2020 Code in that it has no formal
arrangement for, and therefore does not regularly assess, the interaction between the non-executive Directors
respectively between the non-executive Directors and the Executive Management. This deviation is explained by
the fact that in practice, the CEO and CFO always attend the Board and Board Committee meetings, while the non-
executive Directors can meet the executive managers as they wish by visiting locations or requesting a separate
meeting to discuss specific topics. In addition, the non-executive Directors meet at least once a year among
themselves and with the members of the Executive Management and other executives at the occasion of the
Board’s annual Strategy Workshop.
Third, the main terms and conditions of the contracts of the CEO and the other executives are, in accordance with
Recommendation 7.12 of the 2020 Code, approved by the Board of Directors on the basis of the advice of the
Nomination and Remuneration Committee. The Company deviates from Recommendation 7.12, however, in that
it presently does not have the right under these contracts or any other agreements or systems to recover (i.e.,
"claw back") or withhold the payment of variable remuneration, which remuneration currently ranges from 30% -
60% depending on the level of function. This departure is explained by the fact that the Company applies a
Remuneration Policy of setting performance targets and paying out variable compensation in line with
achievement levels on an annual basis, but this departure would be revisited if the Company were to opt for a
long-term incentive scheme based on multi-year strategic objectives.
Fourth, within the JENSEN-GROUP, neither the non-executive Board members nor the executives receive any
remuneration in the form of the JENSEN-GROUP NV shares. This is a departure from Recommendations 7.6 and
7.9 of the 2020 Code, which is explained by the fact that the Company has had a long-standing practice of setting
its remuneration policy based on an alignment of annual objectives and actions with the long-term value creation
and sustainability objectives of its shareholders and other stakeholders.
56 ANNUAL REPORT 2023
The Board of Directors and the Nomination and Remuneration Committee have applied said policy consistently
over the past fifteen years, with achieving desirable results, as underscored by the performance record of the
Company during that period. The Board of Directors has therefore concluded, further to the advice of the
Nomination and Remuneration Committee, that the granting of the JENSEN-GROUP NV shares would run counter
to this policy and therefore decided against remuneration in such form.
Fifth and last, the Board of Directors for the same reason does not apply the requirement, as set out in Article
7:91 of the 2019 Companies and Associations Code, to spread targets and payment of variable compensation over
multiple years. To that effect, the shareholders approved an exemption from this requirement for the first time in
May 2014 and most recently, at the Annual Shareholders' Meeting of May 2020, renewed this exemption for a
period of five years commencing retroactively in May 2019 and expiring in May 2024.
The information found in the Corporate Governance Charter is provided 'as is' and is solely intended for
clarification purposes. The recommendations and policies found in the Corporate Governance Charter are in
addition to, and not intended to change or interpret, any law, regulation, or the Certificate of Incorporation or
Bylaws of the Company. By adopting the revised documents included in the Corporate Governance Charter, the
Company does not enter into any obligation or contractual or unilateral commitments whatsoever and these
documents are instead intended as guidelines in the day-to-day operations. Competences and tasks attributed to
the Board of Directors are to be seen as enabling clauses, not as mandatory rules, or compelling lines of conduct.
Risk management and internal control
In accordance with the relevant provisions of the 2019 Companies and Associations Code, the JENSEN-GROUP has
adopted and implemented a risk management and internal control process.
The following description of this process is based on the Integrated Internal Control Framework and the Enterprise
Risk Management Framework as published by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
The Board of Directors of the Company supervises the proper functioning of the risk management and internal
control process through the Audit and Risk Committee. The Board of Directors has delegated the tasks of
implementing a risk management process and internal control system to the Executive Management Team,
expecting reports on both topics from the Executive Management Team at regular intervals.
Risk management
Based on a framework model prepared by an external consultant, the JENSEN-GROUP's Executive Management
Team has developed a risk map describing the Group's financial, operational, strategic, and legal risks.
ANNUAL REPORT 2023 57
Prepared for the first time in 2008 and reviewed on a regular basis, this map outlines and evaluates the probability
of the different risks occurring, the impact of such occurrence on the results, and the measures to mitigate the risk
exposure. The Executive Management Team presents the conclusions of this risk assessment in the form of a risk
map to the Audit and Risk Committee. Subsequently it is presented to the Board of Directors, which discusses the
significant risks, and changes in risks, with management on an 'as needed' basis, and at least once a year.
The Executive Management Team discloses, on a quarterly basis, a certain number of risk areas as reported during
the quarterly review process by the reporting entities. The Executive Management Team then re-examines those
risks, formulates mitigation approaches, and looks at various ways to transfer, for areas of continuing material risk
exposure to the Group, the risks to third parties.
Internal control
Definition
Internal control is a process that is defined and must be followed by the Board of Directors, management, and
other personnel. It is designed to provide reasonable assurance regarding the achievement of objectives in the
following categories: a) strategic high-level goals, aligned with and supporting its mission; b) effectiveness and
efficiency of operations; c) reliability of financial reporting; and d) compliance with laws and regulations.
Control environment
The Board of Directors and the Executive Management Team have approved and adopted the JENSEN-GROUP
Ethical Business Policy Statement, which sets forth the JENSEN-GROUP’s mission and ethical values, describes the
JENSEN-GROUP’s rules of conduct, and lists the transactions that are permissible between the JENSEN-GROUP and
third parties to the extent that these transactions are not covered by the legal provisions on conflict of interest.
Implementation and application of the Ethical Business Policy Statement is mandatory for all companies of the
Group and a review of its provisions is integrated into every training session that is organized. All employees are
asked for consent by signing the Ethical Business Policy Statement. The Ethical Business Policy Statement is
updated on a regular basis and can be found on the Company website: www.jensen-group.com under the heading
'Investor Relations/Corporate Governance'.
In addition, the JENSEN-GROUP has developed a whistleblowing procedure that is available to all stakeholders on
the Company website: www.jensen-group.com under the heading 'The JENSEN-GROUP Whistleblowing
Procedure' The Company has hereby taken note of the recent transposition into Belgian law, through the Law of 28
November 2022 on the protection of reporters of breaches of Union or national law discovered within a legal entity
in the private sector, of the EU’s so-called “Whistleblower Directive” (i.e., Directive (EU) 2019/1937 of the European
Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law)
and has been making the necessary adjustments to its Whistleblowing Procedure in view of the new requirements
under said legislation for private companies' internal reporting channels.
58 ANNUAL REPORT 2023
In 2022, the JENSEN-GROUP started to implement a ‘Suppliers’ Code of Conduct’, which outlines the standards
regarding business integrity and ethics, labour and social standards, environment, general principles of business
and related management systems that the Group expects its suppliers to comply with. To increase social and
environmental responsibility, the Suppliers’ Code of Conduct may require suppliers to go beyond compliance with
locally applicable laws and regulations.
Control activities and monitoring
The JENSEN-GROUP consists of several entities that are closely monitored by local management teams. The Group
headquarters further monitors the local management teams through quarterly operational and financial reviews.
In addition, the JENSEN-GROUP Controlling and Reporting function reviews the different entities on a quarterly
basis.
The JENSEN-GROUP monitors its business with a view towards achieving a certain level of Return on Capital
Employed (ROCE).
The local management teams are responsible for implementing the JENSEN-GROUP ‘Procedures and Guidelines’.
Conformity with reporting requirements
All applicable IFRS accounting principles, guidelines and interpretations are incorporated in the accounting
manual, which is updated on a regular basis, and which is part of the JENSEN-GROUP's ‘Procedures and
Guidelines’. All procedures and guidelines are available on the JENSEN-GROUP's intranet and accessible to all local
management and staff. Additional reporting is undertaken as requested by management and/or the Audit and
Risk Committee and included in the accounting manual where appropriate.
The Financial Managers of the JENSEN-GROUP meet at regular intervals and are on each of those occasions
informed about the relevant changes in IFRS. Training is provided on an 'as needed' basis to ensure the correct
implementation of such changes.
All the JENSEN-GROUP companies are converting to the same ERP system over a set timeframe. All companies use
the same software to report financial data for consolidation purposes.
The JENSEN-GROUP's management has introduced, after discussion with the Audit and Risk Committee, a set of
key controls to provide reasonable assurance about the reliability of financial reporting and of the financial
statements made available to external parties starting in 2009. Local management has implemented these key
controls, which are reassessed on a regular basis and amended if necessary. Compliance with key controls at the
local level is also checked periodically.
ANNUAL REPORT 2023 59
Financial Reviews
To ensure the accuracy of the reported data, the JENSEN-GROUP Controlling and Reporting function reviews on a
quarterly basis the financial accuracy of all data submitted for consolidation, their consistency with the budget or
rolling forecasts, deviations from the budget, forecast or previous year, and the explanations of such deviations.
The JENSEN-GROUP's management then ensures proper follow-up and actions in response to any deviations.
The JENSEN-GROUP introduced monthly closings for the first time in October 2023, in order to increase transparency
and accuracy of the forecasts.
Operational Reviews
Monitoring is performed during the quarterly Business Board Reviews, which include a financial review that
specifically focuses on major changes in P&L and balance sheet items, deviations from budgets or forecasts, and
consistency in applying IFRS rules. The internal control system is monitored on a quarterly basis.
Management’s monitoring of internal controls is performed on a continuous basis. The performance of the
individual companies of the JENSEN-GROUP is measured and compared with both the rolling forecasts and figures
of previous years, which may identify anomalies indicative of a control failure. Failures are promptly remedied.
For consolidation purposes, all JENSEN-GROUP companies are audited or reviewed by the same accounting firm,
and significant risk factors are reviewed consistently in the external audits of the different subsidiaries. The
external auditor reports to the Audit and Risk Committee on the findings of such audits or reviews and on any
significant issues, twice a year.
Relevant findings by the Internal Audit (which is outsourced as described above) and/or the Statutory Auditor are
reported to both the Audit and Risk Committee and to the management concerned. Periodic follow-up is
performed to ensure that corrective action has been taken.
All relevant financial information is presented to the Audit and Risk Committee, and to the Board of Directors to
allow both to analyse said financial statements. Prior to any external reporting, all press releases and other
financial information are subject to:
appropriate review and controls by the JENSEN-GROUP headquarters;
review by the Audit and Risk Committee;
approval by the Board of Directors.
As already noted above, the Audit and Risk Committee believes that an in-house internal audit function is not the
most effective and efficient way to perform audit work within the JENSEN-GROUP. The Audit and Risk Committee
has therefore, in consultation with the external auditor, and based on a risk analysis, developed an internal audit
plan, and retains an independent outside audit firm for specific internal audit projects. The Audit and Risk
Committee outsources the internal audit activity to a locally competent audit service provider.
In 2023, an internal control was performed on the review of the monitoring of deviations of directs costs
(material, labour hours and contribution margins) in the production area of the factories.
60 ANNUAL REPORT 2023
Furthermore, significant results from prior internal audit reports are regularly reviewed with respect to progress
until the related issues are fully addressed.
Information and communication
The JENSEN-GROUP Controls provide management with transparent and reliable information in a form and
timeframe that enables management to effectively carry out its responsibilities.
Every year, the JENSEN-GROUP prepares a financial reporting calendar in consultation with the Board of Directors
and the Executive Management Team. This calendar is designed to allow relevant, complete, and timely reporting
to external stakeholders.
Condensed consolidated half-year information is reported each August, and the full Annual Report is published
each March of the following year. As from the 3rd quarter 2023 onwards, the JENSEN-GROUP re-launched the
publication of the quarterly trading updates. Prior to any external reporting, all press releases and other financial
information are subject to appropriate controls by the JENSEN-GROUP headquarters, to a review by the Audit and
Risk Committee and to approval by the Board of Directors.
Composition of the Board of Directors
The members of the Board of Directors are appointed by a simple majority vote of the shareholders during the
Annual Shareholders’ Meeting.
The Bylaws of the Company allow for appointment by co-optation, which is considered a transitional arrangement
whereby the Director-elect completes the mandate of the outgoing Director as opposed to taking on a new
mandate. For this reason, the transition period is not considered a mandate for the purpose of the independence
rule review, where the Company looks at the total years of service on the Board of Directors.
The Bylaws further require the Board of Directors to have no fewer than three, but not more than eleven,
members. Board members are elected for terms of office of no more than four years. Furthermore, and as
indicated under the chapter “Diversity”, Belgian law requires that at least one third of the Board of Directors be
female. JENSEN-GROUP NV is in full compliance with this law.
The Bylaws are supplemented by the Charter of the Board of Directors, which outlines and details the Board’s role
and responsibilities. This Charter is revised from time to time and includes the following major chapters:
'Functioning of the Board', which addresses: Directors’ responsibilities; number of Board and Board
Committee meetings; Company Secretary responsibilities; setting the agenda of Board meetings; Director
compensation, orientation, and training; CEO evaluation; management succession; Director access to officers
and employees; and use of independent advisors.
'Board Structure', which addresses size of the Board; selection of Directors; required qualifications including
the criteria of independence; resignation from the Board; and term limits.
'Committees of the Board', which addresses: the establishment of the Audit and Risk Committee and of the
ANNUAL REPORT 2023 61
Nomination and Remuneration Committee.
'Other Board practice', which addresses: Directors’ roles and responsibilities; the terms of reference of the
Board Chairman and of the Executive Management Team; interaction with institutional investors, analysts,
media, customers, and members of the public at large; limitation of liability; policy to prevent insider trading
and market abuse; conflict of interest policy and code of conduct; and evaluation of Board performance.
For more details, please consult the Company website: www.jensen-group.com, under the heading 'Investor
Relations/Corporate Governance'.
As it has consistently done in the past, the Company selects its Board members in a manner that allows for a
balance in the profiles of the different Directors. The Company hereby seeks to ensure a balance between
executive and non-executive Directors, Directors representing shareholders and independent Directors, and in
respect of Directors’ professional backgrounds, experience, and gender. A majority of the members of the Board
of Directors is not related to the Company’s controlling shareholders.
The composition of the Board and the attendance records and remuneration packages of the individual Directors
are as follows:
Name
Function
Indep.
Term
Expiry
Attendance
Board
meetings
Committee
Attendance
committees
Remuner
ation
YquitY bv
1
Chairman
V
2024
100%
NRC
100%
100,000
represented by Mr. Rudy Provoost
SWID AG
2
Director
2025
80%
-
represented by Mr. Jesper Munch Jensen
TTP bv
1
Director
2025
100%
ARC
100%
67,000
represented by Mr. Erik Vanderhaegen
NRC
100%
Mr. Jobst Wagner
1
Director
V
2027
80%
ARC
100%
61,000
NRC
100%
Inge Buyse bv
1, 4
Director
V
2023
40%
ARC
50%
15,708
represented by Mrs. Inge Buyse
Cross Culture Research LL
Director
2026
80%
37,000
represented by Mrs. Anne Munch Jensen
Acacia I bv
1,5
Director
V
2027
100%
ARC
100%
31,313
represented by Mrs. Els Verbraecken
Mr. Daisuke Miyauchi
1,5
Director
2027
100%
23,625
Total remuneration Board of Directors
335,646
1
: Non-executive Director
2
: Executive Director, CEO, representing the reference shareholder
3
: Non-executive Director, representing the reference shareholder
4
: Board member until May 16, 2023
5
: Board member as from May 16, 2023
ARC: Audit and Risk committee
NRC: Nomination and Remuneration Committee
62 ANNUAL REPORT 2023
YquitY bv, represented by Mr. Rudy Provoost. Mr. Provoost holds a Master's in Psychology from the University of
Ghent, a Master's in Management from Vlerick Business School, and an Executive Master's in Change from
INSEAD. He has held senior leadership positions with Rexel in France, where he served as CEO and Chairman of
the Board of Directors, and with Royal Philips in The Netherlands, where he was a member of the Executive Board
and successively, CEO of Philips Consumer Electronics and CEO of Philips Lighting. He is currently Chairman of
Voka-Flanders Alliance of Enterprises, Chambers of Commerce and Industry, as well as a member of the Board of
Directors of Pollet Water Group and Vlerick Business School. Mr. Provoost was a member of the Supervisory Board
of Randstad, and a member of the Board of Directors of Elia until Q2 2023. Mr. Provoost has been Chairman of the
Board of the JENSEN-GROUP since May 19, 2020.
SWID AG, represented by Mr. Jesper Munch Jensen. Mr. Jensen is the CEO of the JENSEN-GROUP.
TTP bv, represented by Mr. Erik Vanderhaegen. Mr. Vanderhaegen is the former CFO of the JENSEN-GROUP. He is
currently CFO of Biobest Group. Previously, he was a certified auditor, M&A Manager at Greenyard and Corporate
Tax, Audit and M&A Manager at Bekaert NV.
Mr. Jobst Wagner. Mr. Wagner is Vice Chairman and co-owner of the globally active Rehau Industrial Group. He
holds several other positions such as Chairman and co-owner of Four W. Holding and is the Founder and Chairman
of LARIX Foundation.
Inge Buyse bv, represented by Mrs. Inge Buyse. Mrs. Buyse is CEO of AZ Groeninge. Prior to assuming her current
role, she held CEO positions in Sapa, Koramic Roof Tiles and Telindus. Mrs. Buyse is also a Board member of the
Flemish Symphony Orchestra. Mrs. Buyse was a member of the Board until May 16, 2023.
Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen. Mrs. Jensen holds a Cum Laude BA in
Communication, in cross-cultural communication from the Annenberg School of Communication, University of
Pennsylvania, and holds a Master of Arts degree in French from Bryn Mawr College. Mrs. Jensen started her
career as an analyst at Hay Management Consultants, before heading up her own Arts Management company.
She later developed extensive training and education experience in cross-cultural curriculum creation, using
design thinking and project-based learning approaches.
Acacia I bv, represented by Mrs. Els Verbraecken. Mrs. Verbraecken is the CFO of DEME Group. Mrs. Verbraecken
obtained her degree in Commercial Engineering at the Catholic University of Leuven in 1993, where she
specialized in international business. At Credendo, the Belgian export credit agency, she specialized in political and
commercial risk analysis and management. After using these skills within the Seghers Better Technology group for
about one year, she started at DEME in 2001 managing worldwide project risks and setting up financial plans and
financing structures for many global projects. She became CFO of the DEME Group in 2013.
Mr. Daisuke Miyauchi, Non-executive Director. Mr. Daisuke Miyauchi is the representative Director and CEO of
Miura Co., Ltd. since April 2016.
ANNUAL REPORT 2023 63
Werner Vanderhaeghe bv, represented by Mr. Werner Vanderhaeghe, Esq. Mr. Werner Vanderhaeghe, a Senior
Counsel at the law firm Kadrant Law in Brussels, Belgium, is the Company Secretary and acts as General Counsel of
the JENSEN-GROUP. Before that, Mr. Vanderhaeghe was a partner at the international law firm White and Case
LLP (Brussels), and Senior Counsel at the international law firm Morgan, Lewis and Bockius LLP (Frankfurt and
Brussels). In addition, Mr. Vanderhaeghe held General Counsel positions at the Bekaert Group and the Agfa-
Gevaert Group.
From left to right: Mr. Daisuke Miyauchi, Mr. Jobst Wagner, Mrs. Els Verbraecken, Mr. Rudy Provoost, Mr. Jesper Munch Jensen,
Mrs. Anne Munch Jensen, Mr. Erik Vanderhaegen, and Mr. Werner Vanderhaeghe.
The Board of Directors held nine meetings in 2023. The topics of discussion at these meetings included:
the JENSEN-GROUP's overall strategy, strategic plans, risk assessment, organization, rolling forecasts and
budget;
economic and market developments;
the JENSEN-GROUP's financial structure, financial performance, and external reporting;
the JENSEN-GROUP's press releases;
convening of the Annual Shareholders' Meeting and Extraordinary Shareholders' Meeting;
ESG strategy and reporting;
investment and M&A projects;
capital Increase through Contribution in Kind and capital increase through Contribution in Cash;
listing prospectus;
shareholder value creation and shareholder return;
corporate governance and compliance;
self-evaluation of the Board;
64 ANNUAL REPORT 2023
(Re)-appointment of a Director;
the JENSEN-GROUP's financial structure.
Depending on the items on the agenda, members of the JENSEN-GROUP's Executive Management Team were
invited to the meetings of the Board and of the Board Committees.
Evaluation of the Board of Directors
The Board of Directors and the Board Committees conduct from time to time a self-evaluation exercise to
determine their effective functioning. This exercise includes the completion of a self-evaluation questionnaire, by
all Board and Board Committee members, after which the Group General Counsel or an external party
summarizes the results, trends, and comments from the individual replies. The summaries focus on the
contribution of the Board of Directors and the Board Committees to the Company and specifically on areas where
the Board or the Executive Management believes that the Board or its Committees could improve. The results,
trends and comments are then discussed within the Board of Directors, after which action points are derived and
implemented.
In addition, informal individual assessments of the Board members are made on an ongoing basis during Board
meetings. In 2023, the Board of Directors conducted a self-evaluation exercise, the results of which were
discussed during the Board meeting of March 2024. The Board hereby rated its overall performance at the 'no
improvement needed' level, indicating firm agreement with the principal components of effective governance
that the Board members were asked to consider and thus assessing the Board’s overall performance as good and
effective.
Committees established by the Board of Directors
Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of YquitY bv, represented by Mr. Rudy Provoost, acting as
Chairman of the Committee, Mr. Jobst Wagner, and TTP bv, represented by Mr. Erik Vanderhaegen.
Two of the three members of the Committee qualify as independent Directors. All members of the Committee
have HR management and remuneration policy experience.
ANNUAL REPORT 2023 65
The Nomination and Remuneration Committee met twice in the course of 2023. Both meetings were attended in
part by the CEO. The topics of discussion at these meetings included:
discussion and approval of the remuneration report and the remuneration policy;
remuneration and the bonuses of the Executive Management Team of the JENSEN-GROUP;
self-evaluation of the Committee;
composition of the Board of Directors and Executive Management Team;
(re)-election of members of the Board;
HR in view of the strategic process;
corporate governance and compliance.
In 2023, the Nomination and Remuneration Committee conducted a self-evaluation exercise, the results of which
were discussed during the Nomination and Remuneration Committee meeting of March 2024. The Committee
hereby rated its overall performance at the 'no improvement needed' level, indicating firm agreement with the
principal components of effective governance that the Committee members were asked to consider and thus
assessing the Committee’s overall performance as good and effective.
The Nomination and Remuneration Committee uses its Charter as its terms of reference. The Charter can be
found on the Company website https://www.jensen-group.com under the heading 'Investor Relations/Corporate
Governance' and covers:
authority;
objectives;
composition;
role of the Chairperson;
responsibilities;
meetings;
attendance;
non-consensus;
objectivity;
access to members of management;
reporting and appraisal;
remuneration report;
performance evaluation.
Audit and Risk Committee
The Audit and Risk Committee consists of TTP bv, represented by Mr. Erik Vanderhaegen, acting as Chairman of
the Committee, of Inge Buyse bv, represented by Mrs. Inge Buyse (until May 16, 2023), of Mr. Jobst Wagner and
of Acacia I bv, represented by Mrs. Els Verbraecken (as from May 16, 2023).
Two of the three members of the Committee qualify as independent Directors. All members of the Committee
have collectively expertise in the activities of the Company and the majority have accounting and audit
experience.
66 ANNUAL REPORT 2023
The Audit and Risk Committee met four times in the course of 2023. Three meetings were held in the presence of
the external auditor PwC, represented by Mr. Filip Lozie (until May 16, 2023), and Deloitte, represented by Mrs.
Charlotte Vanrobaeys (as from May 16, 2023). As reported above, one meeting was held in the presence of an
independent outside audit firm for a specific internal audit project. The topics of discussion at these meetings
included:
Risk Management and Internal Control System;
summary management letters external auditor;
internal audit;
consolidated financial results;
findings of the external auditor on the financial statements as of December 31, 2022;
findings of the review procedures on the condensed financial statements as of June 30, 2023;
audit plan of external auditor;
financial statements including non-financial information, condensed financial statements and ESEF;
the JENSEN-GROUP's financial structure;
press releases including trading update;
legal network;
monthly closings;
transition of auditor;
ESG;
shareholder value creation and shareholder return;
cash management;
tax audit and transfer pricing;
insurance;
corporate governance and compliance;
self-evaluation of the Committee;
non-audit fees;
valuation rules;
investment and M&A projects including Purchase Price Allocation.
In 2022, the Audit and Risk Committee conducted a self-evaluation exercise, the results of which were discussed
during the Audit and Risk Committee meeting of March 2023. The Committee hereby rated its overall
performance at the 'no improvement needed' level, indicating firm agreement with the principal components of
effective governance that the Committee members were asked to consider and thus assessing the Committee’s
overall performance as good and effective.
ANNUAL REPORT 2023 67
The Audit and Risk Committee uses its Charter as its terms of reference. The Charter can be found on the
Company website https://www.jensen-group.com under the heading 'Investor Relations/Corporate Governance'
and covers:
roles and responsibilities;
number of meetings;
composition of the Audit and Risk Committee;
role of the Chairperson;
presence of the external auditor;
performance evaluation.
Senior management attends each Audit and Risk Committee meeting in part, with the remainder of the meeting
reserved for an executive session with the external auditor for the Committee members only.
Conflicts of interest within the Board of Directors
As required under the 2019 Companies and Associations Code, the members of the Board of Directors are
expected to give the Board Chairman prior notice of agenda items in respect of which they have a direct or an
indirect conflict of interest with the Company, either of a financial or other nature, and to refrain from
participating in the discussion and voting on those items. The Board of Directors and the Board Chairman
constantly monitor potential conflicts of interest that do not fall within the definition as set forth by the 2019
Companies and Associations Code. The review of potential conflicts of interest is therefore a standard item on the
agenda of each meeting of the Board of Directors.
In the course of 2023, several potential conflicts of interest arose at the meetings of the Board of Directors related
to (i) the re-appointment of a Board member, (ii) the dividend proposal, (iii) the capital increase, and (iv) the
interruption and re-launch of the share buy-back program. As reported above, the relevant excerpts from the
minutes of said meetings of the Board of Directors are set forth in Annex II and enclosed as an exhibit to this
Annual Report.
In case of doubt, written confirmation of the reasons for the absence of a conflict of interest as more broadly
defined is sought from the Director or the senior executive involved.
Policy to Prevent Insider Trading
JENSEN-GROUP NV has had a longstanding policy on insider trading and the prevention of improper conduct or
the appearance of such behaviour. Following the introduction of new EU legislation and applicable regulations on
market abuse, the Board of Directors revised its guidelines on the subject as set forth in a ‘Protocol to Prevent
Market Abuse’.
68 ANNUAL REPORT 2023
The purpose of this Protocol is, inter alia, to inform:
Any person who possesses inside information (either as a shareholder, Director, member of the Executive
Management Team, employee, service provider or any other person by virtue of their function, duties, or
employment) of: (i) their legal and regulatory duties regarding the prevention of insider dealing, tipping
and the unlawful disclosure of inside information; and of (ii) the applicable sanctions;
Any person who has been identified as a Reference Shareholder, Key Manager, Person with Management
Responsibility or Key Employee of the Company, of the fact that they and, by extension, their spouses,
children of age living at home and advisors, may under no circumstances trade the Company’s securities
during a closed period, i.e.:
The period of 60 calendar days immediately preceding the announcement of the Company’s
annual results and extending through and including 48 hours following such announcement;
The period of 30 calendar days immediately preceding the announcement of the Company’s half-
year results and extending through and including 48 hours following such announcement;
The period of 30 calendar days immediately preceding the announcement of the Company’s
quarterly trading updates and extending through and including 48 hours following such
announcement.
Any person who has been identified as a Reference Shareholder, Key Manager, Person with Management
Responsibility or Key Employee of the Company, of the fact that they and, by extension, their spouses,
children of age living at home and advisors, must notify the Compliance Officer of the Company and the
Belgian Regulator (i.e., the Financial Services and Market Authority or “FSMA”) of every transaction in the
Company’s securities if and when the total amount of transactions has reached or exceeds the threshold of
5,000 euros within a given calendar year.
The Group requires a signed statement from all those concerned, acknowledging that they have read the
Protocol to Prevent Market Abuse, that they understand its content and that they agree to comply with its
provisions.
Notwithstanding all of the above, all trading in the Company’s shares requires prior authorization from the
Compliance Officer. In addition, all Directors and members of the Executive Management Team are required to
inform the Compliance Officer on a quarterly basis of any trading respectively to confirm any non-trading in the
Company’s shares. Mrs. Scarlet Janssens is the Compliance Officer of the JENSEN-GROUP NV. As of December
31, 2023, the members of the Board of Directors and the Executive Management Team jointly held 18,305
shares. Mrs. Anne Munch Jensen, and Mr. Jesper Munch Jensen indirectly own shares in the JENSEN-GROUP
NV, as detailed in Note 8 Equity below. No warrants are outstanding.
The Policy to Prevent Insider Trading and the relevant provisions of the Protocol to Prevent Market Abuse are
included in the Charter of the Board of Directors. The Charter can be found on the Company website
https://www.jensen-group.com under the heading 'Investor Relations/Corporate Governance'.
ANNUAL REPORT 2023 69
Sustainability related topics
Sustainability has been part of the JENSEN-GROUP’s DNA for many years. To increase the impact of the Group’s
measures, ESG has been added as a strategic business driver resulting in the appointment in 2023 of a Head of
Corporate Sustainability reporting directly to the Executive Management Team. With the creation of this new
position, the Group is taking the necessary steps to ensure that business practices, products and services are
environmentally friendly and comply with legal as well as ESG requirements and regulations. By doing so, the
Board of Directors reaffirms its commitment to ensuring responsible and sustainable leadership.
Indeed, the JENSEN-GROUP holds integrity, honest business practices and lawful conduct amongst its highest
priorities. No business requirement can justify an illegal, unethical, or unprofessional act. Therefore, the Group
has developed several control mechanisms to prevent unethical behaviour, such as:
an Ethical Business Policy Statement and a Suppliers' Code of Conduct condemning, among other things,
violation of human rights and child labour;
a Corporate Governance Charter;
a Policy to Prevent Insider Trading;
a Whistleblowing Hotline.
For more information on these measures, please refer to the chapter on Corporate Governance on the
Company website: www.jensen-group.com.
Executive Management
The Board of Directors of JENSEN-GROUP NV chose to consolidate its existing single-tier structure as referred to in
article 7:85 et seq. of the 2019 Code of Companies and Associations with the powers of day-to-day management
by the Executive Management Team versus supervision and control by the Board of Directors clearly defined and
aligned.
In the course of 2009, an Executive Management Team was appointed, which consists of the Chief Executive
Officer (CEO), the Chief Financial Officer (CFO), the Chief Operating Officer (COO) and the Chief Digital Officer
(CDO). As from January 1, 2024, the Group appointed a Chief Innovation Officer (CIO). The CEO chairs the
Executive Management Team meetings.
The Executive Management Team is responsible for the:
execution of the overall JENSEN-GROUP strategy that is developed by the Board of Directors;
introduction and implementation of an internal control framework and risk management processes that
are in line with the nature, organization, and size of the JENSEN-GROUP;
implementation and deployment of the Ethical Business Policy Statement and the Suppliers' Code of
Conduct;
70 ANNUAL REPORT 2023
preparation of the financial statements and disclosures;
report of the CEO and CFO to the Board of Directors with respect to the financial situation of the JENSEN-
GROUP;
presentation at regular intervals to the Board of Directors of all information necessary for the Board to
carry out its duties;
evaluation of the manufacturing footprint.
The Executive Management Team meets at least every quarter and consists of:
Mr. Jesper Munch Jensen, CEO;
Mr. Fabian Lutz, CDO;
Mr. Martin Rauch, COO;
Mr. Markus Schalch, CFO
Mr. Mads Andresen, CIO as from January 1, 2024.
From left to right: Mr. Fabian Lutz, Mr. Jesper Munch Jensen, Mr. Mads Andresen, Mr. Martin Rauch, Mr. Markus Schalch.
Mr. Jesper Munch Jensen, permanent representative of SWID AG, started his career at Swiss Bank Corporation
and worked as a stockbroker on the Swiss Stock Exchange (1984-1987). After obtaining an MBA degree from
Lausanne Business School, he joined the JENSEN-GROUP as an Assistant General Manager of JENSEN Holding
(1991). Mr. Jensen became CEO of the JENSEN-GROUP in 1996.
Mr. Mads Andresen holds a Bachelor of Science in Software Engineering from the University of Southern Denmark
in Odense. After finishing his studies in 2001, he founded a few mobile robotics and software development
companies. From 2003, Mads worked three years at B&R Industrial Automation (a member of the ABB Group) as a
ANNUAL REPORT 2023 71
software application developer, writing software for machines and robots in various industries. This was followed
by three years working as a software developer at a small family-owned Danish company manufacturing machines
for industrial laundries. In 2009, Mr. Andresen co-founded Inwatec ApS, a JENSEN-GROUP partner company since
2018. He was nominated Chief Innovation Officer in 2024.
Mr. Fabian Lutz holds graduate degrees in Project Management and Telematics/Information as well as a certificate
of advanced studies in Business Intelligence from the Bern University of Applied Sciences. Following his practical
training as federally qualified Mechanical and Automation Engineer at Landis and Gyr (now Siemens) in
Zug/Switzerland, Mr. Lutz joined the JENSEN-GROUP in 1999 as IT manager for its operations in Switzerland. Mr.
Lutz was appointed Head of ICT for the JENSEN-GROUP in 2008. He has been acting as CIO of the JENSEN-GROUP
since January 2020 and was nominated Chief Digital Officer in 2021.
Mr. Martin Rauch holds a Bachelor of Science degree in Electrical Engineering. After completing his studies in
1989, he joined JENSEN AG Burgdorf and held various positions in technical and commercial areas. Mr. Rauch
became General Manager of JENSEN AG Burgdorf in 2003 and Managing Director of JENSEN SWEDEN AB following
the formation of the Garment Technology Business Unit in 2006. Mr. Rauch joined the Executive Management
Team in 2009 and held various functions. He was nominated as Chief Operating Officer in 2021.
Mr. Markus Schalch holds a Master of Arts in Finance and Accounting from the Hochschule St. Gallen. He started
his career in an audit firm, where he worked for two years prior to joining the Alstom Group in various finance
positions. In 2000, Mr. Schalch joined a leading Swiss telecommunication firm where he became CFO of Swisscom
Systems Ltd. (2002-2004) and was then appointed CFO of Swisscom Solutions AG (2005 till August 2007). Mr.
Schalch joined the JENSEN-GROUP in September 2007 as CFO.
Remuneration Policy
The remuneration policy of the Company is intended to attract and retain the best qualified and talented
directors, executives and employees required to support the long-term development and growth of the JENSEN-
GROUP. By offering a competitive compensation package, the Company seeks to stimulate individual performance
and to align the individual interests of its directors, executives and employees with those of the shareholders and
other stakeholders. The market conformity of the compensation packages of the Board of Directors and the
Executive Management Team is periodically reviewed by the Nomination and Remuneration Committee with the
support of external, independent advisors.
The shareholders approved the remuneration policy at the Annual Shareholders' Meeting held on May 16, 2023.
The remuneration policy can be found on the Company website: https://www.jensen-group.com under the
heading 'Investor Relations/Remuneration Policy.
72 ANNUAL REPORT 2023
Remuneration Report
Remuneration of the Board of Directors
The remuneration of the non-executive Directors is based on their responsibilities and their specific tasks within
the Board. Except for the Board Chairman, the fees for the non-executive Directors consist of a fixed
remuneration of 17,000 euros per year, and an attendance fee of 3,000 euros per Board meeting, or 1,000 euros if
the meeting is held by telephone. Members of Board Committees receive a fixed fee of 7,500 euros per year and
an attendance fee of 1,500 euros per meeting. The Board Chairman in turn receives a fixed fee of 100,000 euros
per year, which is deemed to correspond to the actual services to be rendered. Directors do not receive any
variable compensation and the CEO does not receive any compensation as a member of the Board. The
Nomination and Remuneration Committee reviewed the compensation of the Board of Directors at its meeting on
December 2, 2021 and found the compensation package to conform to market practice.
In 2023, the total fees paid to Board members and members of the Board Committees amounted to 335,646
euros. The shareholders approved with a large majority the remuneration paid to the Board of Directors at the
Annual Shareholders' Meeting held on May 16, 2023. Therefore, no change on the remuneration report was
required. Please refer to page 61 of this Annual Report for more details.
The attendance fees as outlined on page 61 of this Annual Report are construed so as to contribute to the long-
term commitment of the Group.
Mr. Jobst Wagner owns 16,805 shares. Mrs. Anne Munch Jensen and Mr. Jesper Munch Jensen indirectly own
shares in the JENSEN-GROUP NV, as detailed in Note 8 Equity below.
Mrs. Anne Munch Jensen received additional compensation for her writing and editing services as well as for her
ambassadorial role. The compensation for 2023 amounted to 6,750 euros.
No warrants are outstanding and there are no stock option plans for the non-executive Board members. No
director can receive any fee in the framework of a public take-over bid nor are there any agreements or
arrangements that change or stop in case of a public takeover bid.
Remuneration of the Executive Management Team
The Nomination and Remuneration Committee prepares all recommendations relating to the appointment and
the remuneration of the Executive Management Team based on proposals by the CEO. The Committee discusses
the remuneration policy, the pay levels, and the individual performance evaluations of members of the Executive
Management Team in detail.
ANNUAL REPORT 2023 73
In doing so, the Committee considers whether the remuneration paid is in line with market conditions and
periodically checks the market conformity of compensation packages with the assistance of external, independent
advisors. The Nomination and Remuneration Committee reviewed the remuneration of the Executive
Management Team at its December 2, 2021, meeting, and found the compensation packages to conform to
market practice. The Committee refers to the relevant sections in this Annual Report for a detailed description of
the operating results of the different divisions of the JENSEN-GROUP, and consequently the remuneration of the
Executive Management Team.
The external auditor reviews the conformity of the remuneration paid to the Executive Management Team with
the amounts proposed by the Nomination and Remuneration Committee and approved by the Board of Directors.
The shareholders approved the remuneration paid to the Executive Management Team with a large majority at
the Annual Shareholders' Meeting held on May 16, 2023.
The remuneration of the Executive Management Team is composed of a base salary and of variable compensation
that is paid out in cash or used for pension plan contributions depending on the manager's country of residence,
life insurance, other customary insurances, and benefits. Appointments to the Board of Directors of certain
subsidiaries can also be remunerated. Executive managers are provided with all resources necessary to perform
their duties.
Where pension plans are customary, the Executive Management Team participates in such.
As set forth in the above section on Remuneration of the Board of Directors, the CEO does not receive any
compensation as a Board member.
Total gross salaries paid to the Executive Management Team, including the CEO, in the course of 2023 amounted
to 2,382,182 euros. As required by the 2019 Companies and Associations Code, salaries of the members of the
Executive Management Team are disclosed on an individual basis. The total amount is composed as follows:
2023
2023
2023
2023
2022
2022
2022
2022
In euros
CEO
CFO
CDO
COO
CEO
CFO
CDO
COO
Basic remuneration
349,902
196,769
349,902
327,751
184,245
327,751
Invoiced services
835,938
806,928
One-year variable
remuneration
250,775
128,949
57,116
133,272
393,965
126,395
57,203
120,127
Fixed expenses
12,349
4,940
12,349
11,938
4,775
11,938
Fringe benefits
7,224
5,780
6,113
6,855
5,587
5,909
Pension plan
12,110
6,493
12,201
11,638
0
11,739
Total
1,086,713
510,534
271,098
513,837
1,200,893
484,577
251,810
477,464
Proportion fixed and
variable: Fixed
77%
75%
79%
74%
67%
74%
77%
75%
Proportion fixed and
variable: Variable
23%
25%
21%
26%
33%
26%
23%
25%
74 ANNUAL REPORT 2023
The basic remuneration includes the salaries of the members of the Executive Management Team and represents
their total fixed compensation before local taxes and obligatory pension contributions. The basic remuneration
includes the remuneration received for appointments to the Board of Directors of certain subsidiaries.
The CEO invoices his services through SWID AG, a separate company owned by the CEO. The amounts disclosed
above consist of the amounts, totalling 835,938 euros (806,928 euros in 2022), that SWID AG invoiced to the
Company. Invoiced services include basic remuneration, variable remuneration, fixed expenses, fringe benefits
and pension plans.
The variable compensation part of the remuneration of the Executive Management Team members is targeted at
30% to 50% of the annual base salary. In the case of the CEO, the variable compensation is targeted up to 60% of
the annual base salary. No variable compensation is paid below a minimum performance threshold of 85% while
in case of overperformance, variable compensation is capped at 130%. The variable remuneration of the CEO and
the Executive Management Team is based on performance against the following objectives:
Individual, qualitative objectives for 30% to 50% of the total target amount. Qualitative objectives focus
on important projects and actions to be realized during the year;
Quantitative objectives for 50% to 70% of the total, divided between:
the financial results against the JENSEN-GROUP targets in terms of profitability, capital
employed, specific elements of capital employed and/or cash flow;
the financial results against the target of the unit for which the individual manager is
accountable.
The JENSEN-GROUP targets are defined by the Board of Directors following review and discussion in the
Nomination and Remuneration Committee. The targets are defined as part of the annual budget review process,
in which the budget is evaluated in the context of the strategic plan. Depending on the applicable legislation and
on the employee’s preferences, the variable remuneration is paid out in cash, into the employees’ pension plan,
or in the form of other benefits.
The variable compensation paid out in cash to the individual members of the Executive Management Team in
2023, based on the performances of 2022, amounted to 570,112 euros. For 2023, the JENSEN-GROUP targets
were set based on the operating profit and revenue and the performance criteria were applied on an individual
basis as required by art.3:6 of the 2019 Companies and Associations Code. More details about the weightings and
the performance measured, are listed below:
(in thousands of euros)
Weight
Performance
measured
Corresponding.
Remuneration.
Criteria Revenue
20%
On target
28,814
Criteria EBIT
50%-70%
Below target
355,464
Personal targets
30% - 50%
On and Below
target
185,833
ANNUAL REPORT 2023 75
As set forth in the Statement of Corporate Governance above, the shareholders approved at the Annual
Shareholders' Meeting held on May 19, 2020 an extension of the exemption from Article 7:91 of the 2019
Companies and Associations Code and, in particular, the requirement to spread objectives and variable
compensation payments over several years during a term of five years expiring at the Annual Shareholders'
Meeting of May 2024.
The KPI's as outlined above are determined in such a way as to contribute to the long-term performance of the
Group.
Fixed expenses relate primarily to representation allowances.
The fringe benefits include the value of the employees' company cars and of the related car insurance premiums.
The pension plan is the contribution of the employer to a pension plan above contributions required by law. Three
managers participate in a defined benefit plan.
No warrants are outstanding and there are currently no stock option plans.
The agreements with respect to termination of senior managers vary from country to country, subject to the
locally applicable legislation. Legal regulations apply in countries where there is a legal framework, while a
severance payment of up to, but not exceeding, two years’ salary is granted for countries where there is no legal
framework.
Mr. Jesper Munch Jensen has a severance pay arrangement of 18 months, which is deemed in line with current
market practice based on periodic reviews of the market conformity, of the compensation packages of the
Executive Management Team by the Nomination and Remuneration Committee.
There was no termination of a senior manager in 2023.
There are no change-of-control clauses included in the management contracts and no manager can receive any
fee or benefit, whether directly or indirectly, in the framework of a public take-over bid.
Two managers have a two-year non-compete clause exercisable at the request of the Company. No special
compensation is given in the event of voluntary departure.
No loans have been granted to members of the Executive Management Team. No unusual transactions or conflicts
of interest have occurred.
76 ANNUAL REPORT 2023
The Executive Management Team holds a total of 1,500 shares in the following manner:
Mr. Jesper Munch Jensen indirectly owns shares in the JENSEN-GROUP NV, as detailed in Note 8 Equity
below;
Mr. Fabian Lutz owns no shares;
Mr. Martin Rauch owns 1,500 shares;
Mr. Markus Schalch owns no shares.
Claw back clause
There are no specific agreements or systems that give the Company the right to claw back paid variable
compensation. As reported in the Statement of Corporate Governance above, the Company currently departs
from Recommendation 7.12 of the 2020 Code. This departure is explained by the fact that the Company applies a
Remuneration Policy of setting performance targets and paying out variable compensation in line with
achievement levels on an annual basis. Should the Company opt for a long-term incentive scheme, based on
multi-year strategic objectives, the departure from Recommendation 7.12 will be revisited.
There are no deviations from the Remuneration Policy to report.
The annual changes of remuneration, of the performance of the Company and of the average remuneration of
employees (excluding the Board of Directors and the Executive Management Team) over the last five years, is as
follows:
(In thousands of euros)
2023
2022
2021
2020
2019
Total remuneration excluding BoD
and EMT
117,191
98,667
81,209
82,280
103,344
Average number of employees
1,693
1,400
1,306
1,411
1,712
Average remuneration on an average
FTE basis of the employees
(excl. BoD and EMT)
69
71
62
58
61
Revenue
400,121
341,638
259,717
245,238
332,178
EBIT
40,743
22,413
21,329
12,795
23,016
Working Capital
151,962
127,894
90,686
101,934
126,723
The ratio between the highest remunerated executive and the least remunerated employee, expressed on a full-
time equivalent basis, within the JENSEN-GROUP is 1% with the caveat that the basis for calculating this ratio is
global and includes many different countries, functions, and roles. Overall, the Company has embedded the Social
Corporate Responsibility principles in its business model.
The shareholders approved the remuneration report at the Annual Shareholders' Meeting held on May 16, 2023.
Policy with respect to appropriation of the result
Based on the result of the past year and on the current financial situation, the Board of Directors will propose an
appropriate dividend.
ANNUAL REPORT 2023 77
Shareholding structure
The following are the major shareholders of the Company:
JENSEN INVEST A/S: 44.2%
Miura Co. Ltd: 20%
JENSEN-GROUP NV*: 0.2%
Free float: 35.6%
* Share buyback program
The voting rights are described in Note 8 - Equity below.
Acquisition of own shares
The Bylaws of the Company allow the purchase of own shares. At its meeting held on March 10, 2022, the Board
of Directors decided to implement a program to buy back a maximum of 781,900 or 10% of its own shares. In view
of the transaction with MIURA, the JENSEN-GROUP announced on March 9, 2023, the Board of Directors
suspended the program. On May 16, 2023, the shareholders approved the cancellation of 113,873 treasury
shares. On August 10, 2023, the Board of Directors decided to re-launch the share repurchase program to buy
back maximum 668,027 of its shares. The shares are bought on the stock exchange by an investment bank
mandated by the Board of Directors. The buy-back mandate expires on May 16, 2028. As per December 31, 2023,
the JENSEN-GROUP holds 15,122 treasury shares.
Relationship among shareholders
There is no specific shareholders' agreement between the reference shareholders listed above. As indicated in the
prospectus related to the listing and trading on the regulated market of Euronext Brussels of 1,929,282 new
shares dated June 29, 2023, the following listed points have been agreed between MIURA Co., Ltd. and the
Company in the Contribution Agreement dated March 9, 2023:
The Company and MIURA have agreed that, for as long as the Joint-Venture Agreement remains in force,
MIURA shall have the right to nominate one director of the Company, who must also be a director of Inax.
Subject to certain conditions and not earlier than the first general shareholders’ meeting of the Company
to be held after April 3, 2025, if so requested by JENSEN-INVEST A/S, MIURA agreed to vote in favor of the
introduction of loyalty shares in the Company in accordance with Article 7:53 of the 2019 Companies and
Associations Code, with immediate effect for all eligible shares which have been held for a period of at
least two years prior to the date of such extraordinary shareholders’ meeting.
78 ANNUAL REPORT 2023
In addition to the statutory preferential subscription rights of the shareholders pursuant to Articles 7:191
and 7:193 of the 2019 Companies and Associations Code, the Contribution Agreement provides for an
additional conventional preferential subscription right for MIURA. If the Company would issue equity
securities of any kind which could lead to a dilution of the voting rights of MIURA whereby the statutory
preferential subscription rights pursuant would not apply (such as in the event of a capital increase through
a contribution in kind), the Company will offer MIURA the opportunity to subscribe to a number of shares
as is necessary to ensure that MIURA will hold 20% of the voting rights of the Company following such
issuance of equity securities. Such conventional preferential subscription right for MIURA shall remain in
effect, as long as MIURA holds at least 20% of the voting rights of the Company and as long as the Joint-
Venture Agreement between the Company and MIURA remains in effect.
Statutory Auditor
The Statutory Auditor is Deloitte BV, represented by Mrs. Charlotte Vanrobaeys.
The Statutory Auditor and its network received worldwide fees of 540,770 euros (excl. VAT) for auditing the
statutory accounts of the various legal entities and the consolidated accounts of the JENSEN-GROUP. Apart from
its mandate, the Statutory Auditor and its network received during 2023 additional fees of 106,058 euros (excl.
VAT) for non-prohibited services, and that was invoiced to the JENSEN-GROUP NV. The Company has appointed a
single firm for the audit of the consolidated financial statements.
Issued capital
On April 3, 2023, the JENSEN-GROUP NV increased its capital by a contribution in kind (4.6 million euros), and a
contribution in cash (2.9 million euros). With both transactions, 1,926,282 new shares were created. MIURA took
a 20% shareholding in the JENSEN-GROUP and the JENSEN-GROUP took 49% shareholding in Inax Corporation.
For more details of the new created shares, we refer to the listing prospectus which is available on our website:
Prospectus (wwww.jensen-group.com)
As of December 31, 2023, the issued share capital of the Company was 38.3 million euros, represented by
9,631,408 ordinary shares without nominal value. As of December 31, 2023, the Company holds 15,122 treasury
shares.
There are no preference shares.
Pursuant to Article 74, §6 of the Law of April 1, 2007, on Takeover Bids, JENSEN INVEST A/S disclosed to both the
FSMA and the JENSEN-GROUP NV that, as of September 1, 2007, it held in concert more than 30% of the shares
with voting rights in the JENSEN-GROUP NV.
Further details of the shareholders’ notification are disclosed in Note 8 – Equity below.
ANNUAL REPORT 2023 79
Dividend proposal
The Board of Directors proposes to the Annual Shareholders’ Meeting to approve a dividend of 0.75 euros per
share. The dividend proposal is based on the net result of the Company at year-end. The dividend pay-out will
amount to 7,212,215 euros, based on the number of shares outstanding as of December 31, 2023. No dividend
will be distributed to the treasury shares.
Appropriation of the result
The JENSEN-GROUP NV reported in its statutory accounts a net profit of 5.2 million euros. The Board of Directors
proposes to appropriate this result as follows:
In euros
Profit (loss) brought forward
59,036,581
Profit (loss) for the period available for appropriation
5,152,233
Profit to be appropriated
64,188,814
Distribution of profit (dividend)
7,212,215
Appropriation to capital and reserves
2,589,160
Appropriation to retained earnings
54,387,439
This brings the total amount of retained earnings to 54.4 million euros.
Significant post-balance sheet events
There are no significant after balance sheet events.
Wetteren, March 7, 2024
YquitY bv SWID AG
Represented by Mr. R. Provoost Represented by Mr. J.M. Jensen
Chairman Director
80 ANNUAL REPORT 2023
Statement of responsible persons
We hereby certify, that to the best of our knowledge, the consolidated financial statements, as at December 31,
2023, prepared in accordance with International Financial Reporting Standards, as adopted by the European
Union, and with the legal requirements applicable in Belgium, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the entities included in the consolidation taken as a
whole. We also certify that the management report includes a fair review of the development and performance of
the business, and the position of the Company and the entities included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face.
Jesper M. Jensen Markus Schalch
Chief Executive Officer Chief Financial Officer
ANNUAL
REPORT
2023
81
FREE TRANSLATION
Statutory auditor’s report to the shareholders’ meeting of JENSEN-GROUP NV for
the year ended 31 December 2023 - Consolidated financial statements
In the context of the statutory audit of the consolidated financial statements of JENSEN-GROUP NV (“the
company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report
includes our report on the consolidated financial statements and the other legal and regulatory requirements.
These parts should be considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 16 May 2023, in
accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued
upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting
deliberating on the financial statements for the year ending 31 December 2025. We have audited the
consolidated financial statements of JENSEN-GROUP NV for the first time during the financial year referred to in
this report.
R
eport on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the group, which comprise the consolidated statement
of financial position as at 31 December 2023, the consolidated statement of profit and loss, the consolidated
statement of comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flow for the year then ended, as well as the summary of significant accounting policies and
other explanatory notes. The consolidated statement of financial position shows total assets of 450 542 (000)
EUR and the consolidated statement of profit and loss shows a profit for the year then ended of 31 308 (000)
EUR.
In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and
financial position as of 31 December 2023 and of its consolidated results and its consolidated cash flow for the
year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union and with the legal and regulatory requirements applicable in Belgium.
Bas
is for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In
addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the
current financial year, but not yet approved at national level. Our responsibilities under those standards are
further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial
statements” section of our report. We have complied with all ethical requirements relevant to the statutory audit
of consolidated financial statements in Belgium, including those regarding independence.
We have obtained from the board of directors and the company’s officials the explanations and information
necessary for performing our audit.
We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
82
ANNUAL
REPORT
2023
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
K
ey audit matter: recognition of revenue for customer contracts commissioned by third parties
Description of the key audit matter:
We focused on the revenue recognition for customer contracts commissioned by third parties, which are still
ongoing at year-end, because JENSEN-GROUP NV substantially generates its revenue from projects which qualify
as construction contracts under IFRS. The group recognizes the margin over the duration of the customer
contracts. The recognition of revenue and the estimation of the outcome of customer contracts in progress,
commissioned by third parties, with fixed prices is complex and requires significant management's estimates,
particularly regarding the estimation of incurred costs and costs associated with contract completion. For these
reasons, we identified the revenue from customer contracts, which are ongoing at year-end, commissioned by
third parties as a key audit matter.
We refer to Note 1 and 6 of the annual report: Note 1 outlines the main valuation rules, including those regarding
the recognition of revenue for project revenue, while Note 6 provides more details on contract assets. As of 31
December 2023, cumulative profits totaling 20,4 million EUR have been recorded in the gross balance of the
customer contract assets.
Our audit approach regarding the key audit matter:
In assessing the revenue recognition from customer contracts commissioned by third parties, we evaluated both
the design and operational effectiveness of controls and performed substantive testing procedures. We
examined the controls implemented by the group for recording contract-related costs and revenue, along with
assessing the determination of project completion stage. As part of our audit procedures, we ensured that the
group complies with the appropriate valuation rules regarding revenue recognition. Our audit procedures further
involved evaluating management's significant estimates by reviewing project documentation and engaging in
discussions with financial and technical staff within the group regarding the progress of ongoing projects.
Additionally, we examined manual revenue entries for any unusual or irregular matters. Based on our testing
procedures, we did not identify any material deviations.
Other matters
The consolidated financial statements of JENSEN-GROUP NV for the previous financial year ended 31 December
2022 were audited by another statutory auditor who has issued an unqualified opinion on 31 March 2023.
Responsibilities of the board of directors for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European
Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the
board of directors determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s
ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and
using the going concern basis of accounting unless the board of directors either intends to liquidate the group or
to cease operations, or has no other realistic alternative but to do so.
ANNUAL
REPORT
2023
83
Responsibilities of the statutory auditor for the audit of the consolidated financial statements
Ou
r objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable
to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any
assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated
by the board of directors in the way that the company’s business has been conducted or will be conducted.
A
s part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the board of directors;
conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the
related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modif
y
o
ur opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutor
y
a
uditor’s report. However, future events or conditions may cause the group to cease to continue as a going
concern;
evaluate the overall presentation, structure and content of the consolidated financial statements, and whether
the consolidated financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities and business
activities within the group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
W
e communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements
regarding independence, and we communicate with them about all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key
audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure
about the matter.
84
ANNUAL
REPORT
2023
Other legal and regulatory requirements
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the
consolidated financial statements, the statement of non-financial information attached to the directors’ report on
the consolidated financial statements and other matters disclosed in the annual report on the consolidated
financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International
Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the
director’s report on the consolidated financial statements, the statement of non-financial information
attached to the directors’ report on the consolidated financial statements and other matters disclosed in the
annual report on the consolidated financial statements, as well as to report on these matters.
Aspects regarding the directors’ report on the consolidated financial statements and other information
disclosed in the annual report on the consolidated financial statements
In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial
statements, this report is consistent with the consolidated financial statements for that same year and has been
established in accordance with the requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in
particular based on information that we became aware of during the audit, if the directors’ report on the
consolidated financial statements is free of material misstatement, either by information that is incorrectly stated
or otherwise misleading. In the context of the procedures performed, we are not aware of such material
misstatement.
The non-financial information as required by article 3:32, § 2 of the Code of companies and associations, has been
disclosed in the directors’ report on the consolidated financial statements. This non-financial information has been
established by the company in accordance with the Global Reporting Initiative Standards. In accordance with article
3:80 § 1, 5° of the Code of companies and associations we do not express any opinion on the question whether this
non-financial information has been established in accordance with the Global Reporting Initiative Standards
mentioned in the directors’ report on the consolidated financial statements.
Statements regarding independence
Our audit firm and our network have not performed any prohibited services and our audit firm has
remained independent from the group during the performance of our mandate.
The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65
of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to
the consolidated financial statements.
Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single
European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and
of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No.
2019/815 of 17 December 2018 ("Delegated Regulation").
T
he board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the
consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial
statements”) included in the annual financial report.
ANNUAL
REPORT
2023
85
Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of
the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as
stipulated by the Delegated Regulation.
B
ased on our work, in our opinion, the format and the tagging of information of the digital consolidated financial
statements included in the annual financial report of JENSEN-GROUP NV as of 31 December 2023 are, in all
material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.
Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of
Regulation (EU) No 537/2014.
Signed at Ghent.
Th
e statutory auditor
D
eloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by Charlotte Vanrobaeys
86 ANNUAL REPORT 2023
Consolidated statement of financial position Assets
(in thousands of euro)
Notes
December 31
December 31
2023
2022
Total Non-Current Assets
165,635
111,576
Goodwill
4
22,826
22,879
Intangible assets
4
5,832
4,300
Land and buildings
22,073
16,479
Machinery and equipment
4,134
4,349
Furniture and vehicles
3,727
2,507
Right of use assets
10,405
10,195
Other tangible fixed assets
0
23
Assets under construction and advance payments
881
794
Property, plant and equipment
4
41,219
34,346
Companies accounted for under equity method
22
49,764
5,573
Financial assets at amortized cost
20
5,139
5,425
Financial assets at fair value through OCI
20
25,953
26,520
Trade receivables
6,574
4,949
Other amounts receivable
3,860
3,544
Trade and other long-term receivables
7
10,434
8,493
Derivative financial instruments
20
307
418
Deferred tax assets
5
4,161
3,622
Total Current Assets
284,906
229,300
Raw materials and consumables
42,417
40,725
Goods purchased for resale
20,765
14,100
Inventory
63,182
54,825
Advance payments on purchases
1,713
5,200
Contract assets
6
62,336
52,920
Trade receivables
7
97,147
72,882
Other amounts receivable
7
8,618
7,078
Derivative financial instruments
20
346
499
Trade and other receivables
7
106,111
80,459
Cash and cash equivalents
18
51,112
35,427
Assets held for sale
21
452
469
TOTAL ASSETS
450,542
340,876
ANNUAL REPORT 2023 87
Consolidated statement of financial position Liabilities
(in thousands of euro)
Notes
December 31
December 31
2023
2022
Equity
8
262,142
170,567
Share capital
38,050
30,710
Share premium
67,590
5,814
Treasury shares
-499
-1,850
Other reserves
-8,409
-2,346
Retained earnings
163,514
136,496
Non-controlling interests
22
1,896
1,743
Non-Current Liabilities
46,734
50,391
Borrowings
9
30,543
34,958
Deferred tax liabilities
5
2,954
3,259
Employee benefit obligations
10
10,692
9,538
Other payables
2,545
2,636
Derivative financial instruments
20
0
0
Current Liabilities
141,665
119,919
Borrowings
9
15,788
20,890
Provisions for other liabilities and charges
11
9,971
9,719
Trade payables
12
28,450
22,261
Contract liabilities
6
43,966
35,672
Remuneration and social security
12
16,380
11,964
Accrued expenses and other payables
12
11,824
12,384
Derivative financial instruments
20
67
34
Current income tax liabilities
15,219
6,995
TOTAL EQUITY AND LIABILITIES
450,542
340,876
88 ANNUAL REPORT 2023
Consolidated statement of profit and loss
(in thousands of euro)
Notes
December 31
2023
December 31
2022
Revenue
6
400,121
341,639
Raw material expenses
-188,928
-175,488
Services and other goods
-45,772
-39,151
Employee benefit expenses
-118,486
-99,881
Depreciation and amortisation expense
-7,633
-7,155
Total expenses
13
-360,819
-321,675
Other operating income
14
1,797
2,481
Other operating expenses
14
-356
-34
Operating profit (EBIT)
40,743
22,411
Interest income
1,994
891
Other financial income
1,703
2,554
Financial income
15
3,697
3,445
Interest charges
-1,653
-1,983
Other financial charges
-3,002
-3,327
Financial charges
15
-4,655
-5,310
Share in result of associates and companies accounted for using
the equity method
22
2,141
986
Profit before tax
41,926
21,532
Income tax expense
16
-10,494
-4,968
Profit for the period from continuing operations
31,432
16,564
Profit / (loss) for the period from discontinued operations
21
-124
-139
Consolidated profit for the year
31,308
16,425
Result attributable to non-controlling interests
22
277
100
Result attributable to equity holders
31,031
16,325
Basic and diluted earnings per share (in euro)
17
3.39
2.10
Weighted average number of shares
9,150,330
7,786,615
ANNUAL REPORT 2023 89
Consolidated statement of comprehensive income
(in thousands of euro)
December 31
2023
December 31
2022
Consolidated profit for the year
31,308
16,425
Items that may be subsequently reclassified to profit or loss
Financial instruments
253
-236
Currency translation differences related to associates and
companies accounted for using the equity method
-3,589
-690
Currency translation differences - other
-1,633
1,624
Items that will not be reclassified to profit or loss
Remeasurements gains/(losses) on defined benefit plans
-1,365
4,599
Tax on OCI
266
-1,147
Other comprehensive income for the year
-6,068
4,150
Total comprehensive income for the year
25,240
20,575
Total comprehensive income attributable to:
Non-controlling interests
273
100
Equity holders of the company
24,967
20,475
90 ANNUAL REPORT 2023
Consolidated statement of changes in equity
(In thousands of euro)
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL
OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE
EQUITY
HOLDERS
NON-
CONTROLLING
INTEREST
TOTAL
EQUITY
December 31 2021
30,710
5,814
0
1,017
-69
-164
-7,284
-6,500
123,742
153,766
1,651
155,417
Result of the period
0
0
0
0
0
0
0
0
16,325
16,325
100
16,425
Other comprehensive income
Currency translation difference
related to associates and
companies accounted for using
the equity method
0
0
0
-690
0
0
0
-690
0
-690
0
-690
Currency translation difference -
Other
0
0
0
1,628
0
0
0
1,628
-4
1,624
0
1,624
Financial instruments
0
0
0
0
789
-1,025
0
-236
0
-236
0
-236
Defined benefit plans
0
0
0
0
0
0
4,599
4,599
0
4,599
0
4,599
Tax on OCI
0
0
0
0
-197
256
-1,206
-1,147
0
-1,147
0
-1,147
Total other comprehensive
income/(loss) for the year,
net of tax
0
0
0
938
592
-769
3,393
4,154
-4
4,150
0
4,150
Capital increase
0
0
0
0
0
0
0
0
0
0
0
0
Acquisition of treasury shares
0
0
-1,850
0
0
0
0
0
0
-1,850
0
-1,850
Dividend paid out
0
0
0
0
0
0
0
0
-3,891
-3,891
-8
-3,899
Hyperinflation
0
0
0
0
0
0
0
0
324
324
0
324
December 31 2022
30,710
5,814
-1,850
1,955
523
-933
-3,891
-2,346
136,496
168,824
1,743
170,567
ANNUAL REPORT 2023 91
Current year
(In thousands of euro)
SHARE
CAPITAL
SHARE
PREMIUM
TREASURY
SHARES
TRANSLATION
DIFFERENCES
HEDGING
RESERVES
FINANCIAL
INSTRUMENTS
REMEASUREMENT
GAINS/(LOSSES)
ON DEFINED
BENEFIT PLANS
TOTAL
OTHER
RESERVES
RETAINED
EARNINGS
TOTAL
ATTRIBUTABLE
TO THE
EQUITY
HOLDERS
NON-
CONTROLLING
INTEREST
TOTAL
EQUITY
December 31 2022
30,710
5,814
-1,850
1,955
523
-933
-3,891
-2,346
136,496
168,824
1,743
170,567
Result of the period
0
0
0
0
0
0
0
0
31,031
31,031
277
31,308
Other comprehensive income
Currency translation difference
related to associates and
companies accounted for using
the equity method
0
0
0
-3,589
0
0
0
-3,589
0
-3,589
0
-3,589
Currency translation difference -
Other
0
0
0
-1,629
0
0
0
-1,629
0
-1,629
-4
-1,633
Financial instruments
0
0
0
0
-277
531
0
253
0
253
0
253
Defined benefit plans
0
0
0
0
0
0
-1,365
-1,365
0
-1,365
0
-1,365
Tax on OCI
0
0
0
0
69
-133
329
266
0
266
0
266
Total other comprehensive
income/(loss) for the year, net of
tax
0
0
0
-5,218
-208
398
-1,036
-6,064
0
-6,064
-4
-6,068
Capital increase
7,570
61,776
0
0
0
0
0
0
0
69,346
0
69,346
Acquisition / (cancellations) of
treasury shares
0
0
1,351
0
0
0
0
0
-3,425
-2,074
0
-2,074
Dividend paid out
0
0
0
0
0
0
0
0
-3,853
-3,853
-120
-3,973
Hyperinflation
0
0
0
0
0
0
0
0
3,266
3,266
0
3,266
Transaction expenses attributable
to the capital increase
-230
0
0
0
0
0
0
0
0
-230
-230
December 31 2023
38,050
67,590
-499
-3,263
315
-535
-4,927
-8,410
163,515
260,245
1,896
262,142
.
92 ANNUAL REPORT 2023
Consolidated cash flow statement
(in thousands of euro)
Notes
December 31
December 31
2023
2022
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated result attributable to equity holders
31,031
16,325
Result attributable to non-controlling interests
22
277
100
Adjusted for
- Current and deferred tax
10,494
4,968
- Interest and other financial income and expenses
958
1,865
- Depreciation and amortization expenses
13
5,995
6,405
- Write down on trade receivables
13
1,210
327
- Write down on inventory
13, 14
309
403
- Changes in provisions
10, 11
62
-3,329
- Gain/loss on the sale of tangible fixed assets
-22
0
- Companies accounted for using equity method
22
-2,141
-986
Interest received
15
1,994
891
Changes in working capital
-24,014
-41,612
Decrease / increase (-) in advance payments on purchases
3,081
-2,304
Decrease / increase (-) in inventory
-7,289
-6,819
Decrease / increase (-) in contract assets (before netting)
-11,227
-46,843
Decrease / increase (-) in long- and short-term amounts receivable
-28,466
-16,875
Increase / decrease (-) in trade and other payables
9,788
4,075
Increase / decrease (-) in contract liabilities (before netting)
10,098
27,157
Corporate income tax paid
-4,534
-3,470
Net cash generated / (used) by operating activities - total
21,621
-18,112
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of intangible and tangible fixed assets
4
-8,086
-5,551
Sales of intangible and tangible fixed assets
4
137
11
Acquisition of subsidiaries and participations (net of cash acquired)
23
-6,101
0
Proceeds (+) from sale of financial instruments
13,771
3,719
Purchases (-) of financial instruments
-12,478
-2,051
Net cash generated / (used) by investing activities
-12,756
-3,871
Net cash flow before financing activities
8,864
-21,983
CASH FLOW FROM FINANCING ACTIVITIES
Acquisition (-) of treasury shares
8
-2,074
-1,850
Capital increase
8
26,820
0
Dividend
8
-3,972
-3,899
Proceeds from government grants
0
397
Proceeds (+) from new borrowings
9
1,502
1,233
Repayment (-) of borrowings
9
-15,636
-2,785
Payments of lease liabilities
9
-1,328
-1,857
Interest paid
15
-1,653
-1,983
Other financial income
15
121
50
Other financial charges
15
-954
-785
Net cash generated / (used) by financing activities
2,826
-11,481
Net increase / (decrease) in cash and cash equivalents
11,691
-33,462
Cash, cash equivalent and bank overdrafts at the beginning of the year
18
29,913
60,682
Exchange gains / (losses) on cash and bank overdrafts
-147
2,694
Cash, cash equivalent and bank overdrafts at the end of the year
18
41,456
29,913
ANNUAL REPORT 2023 93
Notes to the Consolidated Financial Statements
Note 1: Summary of significant accounting policies
Basis of preparation
The JENSEN-GROUP (hereafter “the Group”) is one of the major suppliers to the heavy-duty laundry industry. The
Group markets its products and services under the JENSEN and Inwatec brands and is one of the leading suppliers
to the heavy-duty market. The product range varies from transportation and handling systems, tunnel washers,
separators, feeders, ironers and folders to complete project management for fully equipped and professionally
managed industrial laundries. The JENSEN-GROUP has operations in 22 countries and distributes its products in
more than 50 countries. Worldwide, the JENSEN-GROUP employs 1,830 people.
JENSEN-GROUP NV (hereafter “the Company”) is incorporated in Belgium. Its registered office is at Neerhonderd
33, 9230 Wetteren, Belgium.
The JENSEN-GROUP shares are quoted on the Euronext Stock Exchange.
The Board of Directors approved the present consolidated financial statements for issue on March 7, 2024.
These consolidated financial statements are for the 12 months ended December 31, 2023 and are prepared in
accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. These
annual financial statements have been prepared in accordance with those IFRS standards and IFRIC
interpretations issued and effective as at December 31, 2023 and which have been adopted by the European
Union.
These consolidated financial statements have been prepared under the historical cost convention, with financial
assets and financial liabilities (including derivative instruments), assets held for sale and defined benefit plans
stated at fair value through profit or loss or OCI or at amortized cost.
These consolidated financial statements are prepared on an accrual basis and on the assumption that the Group is
a going concern and will continue in operation for the foreseeable future.
The preparation of the financial statements requires management to make estimates and assumptions that affect
the reported amounts of revenue, expenses, assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements. The areas involving a higher degree of judgment or complexity, or where
assumptions and estimates are significant to the consolidated financial statements, are disclosed in the
accounting policies.
94 ANNUAL REPORT 2023
The following amendments to standards are mandatory for the first time for the financial year beginning 1 January
2023 and have been endorsed by the European Union:
- IFRS 17 ‘Insurance contracts’ (effective 1 January 2023).
- Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting policies (effective 1 January 2023).
- Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates (effective 1 January 2023).
- Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (effective 1 January 2023 but immediate application permitted).
- Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative
Information (effective 1 January 2023).
- Amendments to IAS 12 ‘Income Taxes’: International Tax Reform Pillar Two Model Rules (effective 1
January 2023).
The following new standard and amendments have been issued, but are not mandatory for the first time for the
financial year beginning 1 January 2023 but have been endorsed by the European Union:
- Amendments to IFRS 16 ‘Leases’: Lease Liability in a Sale and Leaseback (effective 1 January 2024).
The following amendments have been issued, but are not mandatory for the first time for the financial year
beginning 1 January 2023 and have not been endorsed by the European Union:
- Amendments to IAS 1 ‘Presentation of Financial Statements: Classification of Liabilities as current or non-
current’ (effective 01/01/2024),
- Amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instruments: Disclosures’: Supplier
Finance Arrangements (effective 1 January 2024).
- Amendments to IAS 21 ‘The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(effective 1 January 2025).
The following standard is mandatory since the financial year beginning 1 January 2016 (however not yet
subjected to EU endorsement). The European Commission has decided not to launch the endorsement process
of this interim standard but to wait for the final standard:
- IFRS 14, ‘Regulatory deferral accounts’ (effective 1 January 2016).
None of these IFRS standards have a material impact on the Group's financials.
ANNUAL REPORT 2023 95
The main accounting policies defined by the Group are as follows:
Consolidation Methods
The consolidated financial statements are presented in euro and rounded to the nearest thousand.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an
entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-
consolidated from the date that control ceases.
The group applies the acquisition method to account for business combinations. The consideration transferred for
the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date. The group recognizes any non-controlling interest in any acquired company on
an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of
the recognized amounts of the acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
Intercompany transactions, balances and unrealized gains and losses on transactions between group companies
are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the
group’s accounting policies.
Investments in associates and joint ventures are accounted for under the equity method set out in IAS28, subject
to certain exceptions. Under the equity method, the investment is initially recognized at cost, and the carrying
amount is increased or decreased to recognize the investors’ share in the profit or loss of the investee after the
date of acquisition. Associates are those investments where the investor has significant influence. A joint venture
is a joint arrangement where the investor has joint control but does not have direct rights to assets or obligation
for liabilities. For entities where the Group holds 20% or more of the voting power of another entity, either
directly or indirectly, the Group is presumed to have significant influence over that entity. The presumption of
significant influence from a 20% or more investment can be rebutted where the Group can demonstrate that it
has or does not have significant influence. Likewise, significant influence could be demonstrated for an investment
of less than 20%. The existence of a substantial or majority ownership by another entity does not necessarily
preclude the Group from having significant influence.
96 ANNUAL REPORT 2023
Use of estimates & key judgements
The preparation of the financial statements involves the use of estimates and assumptions, which may have an
impact on the reported values of assets and liabilities at the end of the period as well as on certain items of
income and expense for the period. There are no major sources of estimation uncertainty at the Group. Estimates
are based on economic data, which are likely to vary over time, and are subject to a degree of uncertainty. These
mainly relate to contracts in progress (percentage of completion method), pension liabilities, provisions for other
liabilities and charges. We refer to note 6 Contracts assets and contract liabilities, note 10 Provision for
employee benefit obligations and note 11 Provision for other liabilities and charges.
There are no key judgements in the preparation of the financial statements.
Translation of Foreign Currency - Transactions
The conversion of assets, liabilities and commitments which are denominated in foreign currencies is based on the
following guidelines:
- monetary assets and liabilities are translated at closing rates;
- transactions in foreign currencies are converted at the foreign exchange rate prevailing at the date of the
transaction;
- foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies
are recognized in the income statement, except when deferred in other comprehensive income as
qualifying cash flow hedges and qualifying net investment hedges;
- non-monetary assets and liabilities are translated at the foreign exchange rate prevailing at the date of the
transaction.
Translation of Foreign currency - Operations
The results and financial positions of all the Group entities (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:
- assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
balance sheet;
- income and expenses for each income statement are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the rates of the dates of the
transactions); and
- all resulting translation differences are recognized as a separate component of equity.
Initial Recognition
On consolidation, exchange differences arising from the translation of the net investment in foreign operations
and of borrowings are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that
were recorded in equity are recognized in the income statement as part of the gain or loss on sale.
ANNUAL REPORT 2023 97
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the closing rate.
Revenue Recognition
Projects
The JENSEN-GROUP has developed a five-step model for recognizing revenue from contracts with customers:
- Step 1. Identifying the customer contracts
A contract creates enforceable rights and obligations. The contract may be written, oral or implied by
customary business practice. A contract contains a promise (or promises) to transfer goods or services to a
customer.
When identifying the customer contracts, first the customer should be determined and then it should be
assessed whether a contract exists. JENSEN-GROUP defines a “customer” and a “contract” as follows:
- Customer: a party that has contracted to obtain goods or services that are an output of ordinary
activities in exchange for consideration;
- Contract: an agreement between two or more parties that creates enforceable rights and obligations.
o Contracts shall be combined when they are entered into at or near the same time and are
negotiated as a package, payment of one depends on the other, or goods/services promised
are a single performance obligation.
o A contract modification or change order is accounted for as a separate contract or as a
continuation of the original contract prospectively or with cumulative catch-up, depending on
facts and circumstances.
- Step 2. Identifying performance obligations
Performance obligations are the unit of account for the purposes of applying the revenue standard and
therefore determine when and how revenue is recognized. A performance obligation is a promise to provide
a distinct good or service or a series of distinct goods or services, including those a customer can resell or
provide to its customers.
The Group has identified one performance obligation within its contracts: the installation of an operational or
a commissioned heavy-duty laundry system. Revenue related to this performance obligation is recognized
over time as both the JENSEN-GROUP does not create an asset with an alternative use (not practically
possible to direct or transfer the constructed asset in its completed state to another customer as the
installations are typically designed around the specific needs and requirements of the customer) and its
contracts provides the JENSEN-GROUP an enforceable right to payment for performance completed to date.
This enforceable right to payment represents an amount that at least compensates JENSEN for performance
completed to date if the contract is terminated by the customer or another party for reasons other than
JENSEN's failure to perform as promised.
- Step 3. Determining the transaction price
The transaction price in a contract reflects the amount of consideration to which the Group expects to be
entitled from a customer in exchange for goods or services transferred to that customer.
98 ANNUAL REPORT 2023
The transaction price includes only those amounts to which the Group is entitled under the present contract.
- Step 4. Allocating the transaction price
The transaction price is allocated to the performance obligation in the contract based on relative standalone
selling prices of the goods or services being provided to the customer.
- Step 5. Recognizing revenue
Revenue is recognized when (or as) the performance obligations are satisfied. Revenue is allocated to the
individual performance obligations when or as the customer obtains control over the products to be delivered
or services to be performed under the customer contract.
The JENSEN-GROUP recognizes revenue over time by measuring the progress toward complete satisfaction of
the performance obligation. The JENSEN-GROUP uses the input method (costs incurred up to the balance
sheet date as compared to the total estimated costs to incur to complete the project) recognizing the revenue
based on the Group’s effort to satisfy the performance obligation. Any costs linked to uninstalled materials or
costs incurred that relate to future activities are excluded from measuring progress towards satisfying a
performance obligation.
- When the outcome of a construction contract cannot be estimated reliably, contract revenue is
recognized only to the extent of contract costs incurred that are likely to be recoverable.
- When the outcome of a construction contract can be estimated reliably and it is probable that the
contract will be profitable, contract revenue is recognized over the period of the contract. When it is
probable that total contract costs will exceed total contract revenue, the total expected loss is
recognized as an expense immediately.
The JENSEN-GROUP presents a contract as a contract asset, excluding any amounts already received by means of
progress billings, if the Group has performed by transferring goods or services to a customer before the customer
pays consideration or before payment is due. A contract asset is an entity’s right to consideration in exchange for
goods or services that the entity has transferred to a customer.
The JENSEN-GROUP presents a contract as a contract liability when the payment is made or the payment is due
(whichever is earlier), if the customer has paid a consideration before the Group transfers a good or service to the
customer. A contract liability is an entity’s obligation to transfer goods or services to a customer for which the
entity has received consideration (or an amount of consideration is due) from the customer.
The timing of invoicing and the payment terms are discussed case by case. The billing schedule and the typical
timing of the payment does not materially differentiate from the pattern of revenue recognition.
There are no important variable considerations for projects.
The process whereby an order is produced, installed, commissioned and handed over normally lasts a year or less.
ANNUAL REPORT 2023 99
Other
- Royalties and rentals are recognized as income when it is probable that the economic benefits associated
with the transaction can be sufficiently measured and will flow to the Group. The income is recognized on an
accrual basis in accordance with the substance of the relevant agreement.
- Spare parts revenue is recognized at a point in time.
Other income and other expenses relate primarily to income received from the insurance company, support from
authorities, deductible tax charges, restructuring measures or other income or expenses arising from events or
transactions that are clearly distinct from the ordinary business activities of the Group.
Goodwill
On the acquisition of a new subsidiary or participation, the difference between the acquisition price and the
Group share of the identifiable assets, liabilities and contingent liabilities of the consolidated subsidiary or
participation, after adjustments to reflect fair value, is recorded in the consolidated balance sheet under assets as
goodwill. Goodwill is not amortized but tested for impairment annually, or more frequently, if events or changes
in circumstances indicate a possible impairment. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold. Goodwill is allocated to a cash-generating unit for the purpose of
impairment testing.
Intangible assets
Research and development expenses
Research costs are charged to the income statement in the year in which they are incurred.
Until the end of 2020, JENSEN-GROUP did not capitalize development expenses but expensed them as incurred.
The expenses then mainly concerned product enhancements. For specific projects (like Inwatec), development
expenses are only capitalized if they are likely to yield future economic benefits.
Capitalized development expenses are amortized on a straight-line basis over the estimated useful life, which is
normally to be considered no longer than 20 years. The amortization period is evaluated continually, and the asset
is reviewed annually for impairment.
Concessions, patents, licenses, know-how and other similar rights etc.
Investments in licenses, trademarks, etc. are capitalized from 50,000 euro upwards and amortized over 5 to 10
years. Investments in licenses, trademarks below 50,000 euro are deemed to be not material and are not
capitalized but are expensed as incurred.
Property, plant and equipment
Property, plant and equipment are recorded at their acquisition value or construction cost less accumulated
depreciation and impairment losses and increased, where appropriate, by ancillary costs.
The Group has broken down the cost of property, plant and equipment into major components. These major
components, which are replaced at regular intervals, are depreciated over their useful lives.
100 ANNUAL REPORT 2023
Tangible fixed assets are depreciated on a straight-line basis over their estimated useful lives from the month of
acquisition onwards. If necessary, tangible fixed assets are considered as a combination of various units with
separate useful lives.
The annual depreciation rates are as follows:
Annual Depreciation rates: Buildings 3.33% 30y Infrastructure 10% - 20% 5y - 10y Roof 10% 10y Installations, plant and machinery 10% - 33% 3y - 10y Office equipment and furnishings 10% - 20% 5y - 10y Computer 20% - 33% 3y - 5y Vehicles 20% - 33% 3y - 5y
Leases where the Group is acting as a lessee Right of use assets
The Group recognizes on the balance sheet nearly all leases reflecting the right to use an asset over the lease term
as well as the associated lease liability for payments required to be made by the lessee to the lessor over the lease
term.
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes
the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received.
Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the
recognized right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful
life and the lease term. Right-of-use assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including in-
substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index
or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for
terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease
payments that do not depend on an index or a rate are recognized as expense in the period in which the event or
condition that triggers the payment occurs.
ANNUAL REPORT 2023 101
The Group presents interest paid on its lease liabilities as financing activities in the cashflow statement. Variable
payments as well as amounts paid for short-term and low-value leases are presented in the ‘operating activities’
line.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
intention to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of
office equipment that are considered of low value (i.e., below 5,000 euro). Lease payments on short-term leases
and leases of low-value assets are recognized as expenses on a straight-line basis over the lease term.
Significant judgement in determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to
terminate the lease, if it is reasonably certain not to be exercised.
The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That
is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the
commencement date, the Group reassesses the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew
(e.g., a change in business strategy).
Impairment of assets
Assets other than inventories, deferred tax assets, employee benefits and derivative financial instruments and
assets arising from construction contracts are reviewed for impairment whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable.
Whenever the carrying amount of an asset exceeds its recoverable amount (being the higher of its fair value less
cost to sell and its value in use), an impairment loss is recognized in the profit and loss statement. The value in use
is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from
its disposal at the end of its useful life.
Recoverable amounts are estimated for individual assets or, if this is not possible, for the cash-generating unit to
which the assets belong.
Reversals of impairment losses recognized are recorded in income up to the initial amount of the impairment loss.
102 ANNUAL REPORT 2023
Goodwill is tested for impairment at least once a year. Impairment on goodwill can never be reversed at a later
date.
Inventories and contracts in progress
Inventories are valued at the lower of cost or net realizable value. Depending on the different ERP systems, cost is
determined by the first-in, first-out (FIFO) method or by the weighted average method. For produced inventories,
cost means the full cost including all direct and indirect production costs required to bring the inventory items to
the stage of completion at the balance sheet date. Net realizable value is the estimated selling price in the
ordinary course of business, less the costs of completion and variable selling expenses.
Provisions for liabilities and charges
A provision is recognized in the balance sheet when the Group has a present obligation (legal or constructive) as a
result of a past event, and when it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount of the provision is the best estimate of the expenditure required to settle the present value of the
obligation at the balance sheet date. The provisions are discounted when the impact of the time value of money is
material.
Provisions for take-back obligations are recorded when JENSEN-GROUP sells equipment to a customer for which
the customer wants to enter into a leasing contract with a leasing company. In case of customer default, the
leasing company can request JENSEN-GROUP to take back the machine in certain situations (see ‘Vendor
financing, p.22). Based on historical data an appropriate percentage of the outstanding receivable is recorded and
reversed a rato of the repayment by the customer.
Employee benefits
Some of the Group’s employees are eligible for retirement benefits under defined contribution and defined
benefit plans.
The provision for employee benefit obligations is based on the calculation of an external, independent actuary.
The calculation is based on the projected unit credit method.
- Defined contribution plans: contributions to defined contribution plans are recognized as an expense in
the income statement as incurred.
- Defined benefit plans: for defined benefit plans, the amount recorded in the balance sheet is determined
as the present value of the benefit obligation less the fair value of any plan assets. All past service costs
are recognized in P&L.
The actuarial gains and losses are recognized in the period in which they occur outside profit and loss, in the
consolidated statement of comprehensive income.
ANNUAL REPORT 2023 103
Deferred taxes
Deferred tax is recognized in full, using the liability method, on temporary differences arising between the value of
assets and liabilities for tax purposes and their carrying amounts in the consolidated financial statements.
However, deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realized, or the deferred tax
liability is settled.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilized.
Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except
where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred tax assets and liabilities relate to income tax levied by the
same taxation authority on either the same taxable entity or different taxable entities where there is an intention
to settle the balances on a net basis.
Current taxes
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement,
except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this
case, the tax is also recognized in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the balance
sheet date in the countries where the company and its subsidiaries operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected
to be paid to the tax authorities.
Accrued charges and deferred income
Accrued charges are costs that have been charged against income but not yet disbursed at balance sheet date.
Deferred income is revenue that will be recognized in future periods.
Financial instruments
Financial instruments are recorded at trade date. The fair value of the financial instruments is determined by using
valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market
conditions existing at each balance sheet date.
104 ANNUAL REPORT 2023
Accounts and notes receivable
Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the
effective interest method, less provision for impairment. A provision for impairment of trade receivables is
established when there is objective evidence that the Group will not be able to collect all amounts due according
to the original terms of receivables. The JENSEN-GROUP applies the lifetime expected credit loss model. For
specific cases, significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or
financial reorganization, default or delinquency in payments as well as forward-looking information such as
economic forecasts, regulatory environment, GDP, employment, politics or other external market indicators are
considered indicators that the trade receivable is impaired. The amount of the provision is the difference between
the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective
interest rate. This policy of credit risk management is applied throughout the JENSEN-GROUP by the individual
entities based on the local historical data and forward-looking information. The simplified approach is applied.
Cash and cash equivalent
Cash and cash equivalent includes cash in hand, deposits held at call with banks and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities on the balance sheet.
Payables (after one year and within one year)
Amounts payable are carried at nominal value at the balance sheet date.
Derivative financial instruments
The Group uses derivative financial instruments to reduce the exposure to adverse fluctuations in interest rates
and foreign exchange rates. It is the Group’s policy not to hold derivative financial instruments for speculative or
trading purposes.
Derivative financial instruments are recognized initially at fair value. Subsequently, after initial recognition,
derivative financial instruments are stated at fair value. Recognition of any resulting gain or loss depends on the
nature of the item being hedged. Derivative financial instruments that are either hedging instruments that are not
designated or do not qualify as hedges are carried at fair value, with changes in value included in the income
statement.
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognized
asset or liability, a firm commitment or a highly probable forecasted transaction, the effective part of any gain or
loss on the derivative financial instrument is recognized directly in other comprehensive income. When the firm
commitment or forecasted transaction results in the recognition of an asset or liability, the cumulative gain or loss
is removed from other comprehensive income and included in the initial measurement of the acquisition cost or
other carrying amount of the asset or liability.
Otherwise, the cumulative gain or loss is removed from other comprehensive income and recognized in the
income statement at the same time as the hedged transaction. The ineffective part of any gain or loss is
ANNUAL REPORT 2023 105
recognized in the income statement immediately. Any gain or loss arising from changes in the time value of the
derivative financial instrument is excluded from the measurement of hedge effectiveness and is recognized in the
income statement immediately.
When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to
occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognized in
accordance with the above policy when the transaction occurs. If the hedged transaction is no longer probable,
the cumulative unrealized gain or loss recognized in other comprehensive income is recognized in the income
statement immediately.
Financial assets at amortized cost
All movements in financial assets at amortized cost are accounted for at trade date. Financial assets at amortized
cost are carried at purchase price.
Financial assets at fair value through OCI (Other comprehensive income)
All movements in financial assets at fair value through OCI are accounted for at trade date. Financial assets at fair
value through OCI are carried at fair value. Unrealized gains and losses from changes in the fair value of such
assets are recognized in equity as financial assets at fair value through OCI reserves. When the assets are sold or
impaired, the accumulated fair value adjustments are also included in the OCI. Financial assets are derecognized
when the rights to receive cash flows from the investments have expired or have been transferred and the Group
has transferred substantially all risks and rewards of ownership.
Government Grants
The government grants received by the JENSEN-GROUP are recognized in profit or loss as other income on a
systematic basis over the period in which the entities recognize the expenses for the related costs for which the
grants are intended to compensate. The income of the government grants is only recognized if all the conditions
are met and there is 100% certainty that no repayment can be claimed by the government. As long as not all the
conditions are met, the government grant received is presented as a debt.
Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognized in the income statement over the period of the borrowings using the effective interest
method.
Non-current assets (or disposal groups) held for sale
Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying
amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction
rather than through a continuing use.
106 ANNUAL REPORT 2023
Consolidated statement of cash flows
The consolidated cash flow statement reports the cash flow during the period classified by analyzing the cash flow
from operating, investing and financing activities.
Business combination
On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at
fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.
Segment reporting
The Group is operating in a single business segment: Heavy-Duty Laundry.
Closing date and length of accounting period
All accounting periods presented represent 12 months of operations starting on January 1 of each year.
Change in valuation rules
There are no changes in the accounting policies compared with the accounting policies used in the preparation of
the consolidated financial statements as per December 31, 2022.
In 2022, all the conditions for considering Turkiye as a hyperinflationary economy by IFRS standards were fulfilled
and consequently, the IAS 29 standard on financial reporting in hyperinflationary economies became applicable.
Consequently, the Group applies hyperinflation accounting to its Turkish subsidiaries as from January 1st, 2022.
The IAS 29 standard requires the restatement of the non-monetary elements of the assets and liabilities of the
country in hyperinflation as well as its income statement to reflect the evolution of the general purchasing power
of its functional currency, resulting in a profit or a loss on the net monetary position which is recorded in net
income. In addition, the financial statements of this country are translated at the closing rate for the related
period. The impact of the application of IAS 29 for Turkiye are described in note 22.
Note 2: Scope of consolidation
The parent Company, JENSEN-GROUP NV, and all the subsidiaries that it controls are included in the consolidation.
Changes in scope during 2023
On April 3, 2023, JENSEN-GROUP acquired 49% of the shares of Inax Corporation (“Inax”), a Japanese wholly
owned subsidiary of MIURA via the issuance of shares of JENSEN-GROUP NV. As the JENSEN-GROUP holds less
than 50%, this participation is consolidated by the equity method.
On October 15, 2023, JENSEN Denmark A/S, a Danish subsidiary of the JENSEN-GROUP, acquired Ole Almeborg
A/S. This participation is consolidated under the full consolidation method as from October 15, 2023.
ANNUAL REPORT 2023 107
Note 3: Segment reporting
The total laundry industry can be split up into Consumer, Commercial and Heavy-Duty laundry. The JENSEN-
GROUP entities serve end-customers only in the Heavy-Duty laundry segment. Most of these laundries range from
large on premises laundries to large international textile rental groups. Basically, all JENSEN-GROUP customers
follow the same processes. The JENSEN-GROUP sells its products and services under the JENSEN and INWATEC
names through own sales and service companies and independent distributors worldwide.
Operating segments refer to the distinct areas of a company's operations that are analyzed regularly by the chief
operating decision maker (CODM) for the purposes of resource allocation and assessment of segment
performance. The JENSEN-GROUP's segment reporting aligns with the organization and reporting structure of its
internal financial information, as reviewed by the Chief Executive Officer (CEO), the Executive Management Team
(EMT), and the Board of Directors.
Group's management, encompassing the CEO, the EMT, and the Board of Directors, oversees the heavy-duty
laundry business as a unified entity, guided by the strategic "50/500" plan. The evaluation of the company's
performance, along with decisions regarding the allocation of resources, are based on the comprehensive review
of the Profit and Loss Statement. This statement's progress and performance are scrutinized ten times annually,
with more in-depth reporting and analysis conducted on a quarterly basis. Trading updates are issued in May and
November, with a condensed set of financial figures released at the mid-year mark and a complete set provided at
the end of the fiscal year. The primary metric for assessing profitability within the Profit and Loss Statement, as
utilized by the EMT, who is viewed as the CODM at JENSEN GROUP, is consolidated operating profit (EBIT).
Despite the analysis of revenues and certain direct costs by the Group Controlling department, the CODM does
not utilize a more detailed split out of the consolidated Profit and Loss Statement for business or operational
management. Performance evaluation or resource allocation decisions are decided on a consolidated basis.
Consequently, JENSEN-GROUP has identified that it operates as a single operating segment.
The following table presents revenue based on the Group’s geographical areas as required by the IFRS8 reporting
standards for entities with one operating segment.
The basis for attributing revenues is based on the location of the customer:
Europe America Asia and Australia December 31 (in thousands of euro) 2023 2022 2023 2022 2023 2022 2023 2022 Revenue from external customers 232,910 207,331 96,407 72,527 70,804 61,780 400,121 341,638
108 ANNUAL REPORT 2023
Secondly, if revenues from external customers attributed to an individual foreign country are material, those
revenues shall be disclosed separately according to the standard, as such Germany, France and America are
disclosed below. The Group identifies 10% of the total consolidated revenue as material. Belgium is disclosed as
the country of domicile of the Group Parent company.
The basis for the external revenues and non-currents assets disclosed is the legal entity in that area (before any
consolidation entries).
Attributable to (in thousands of euro) Belgium Germany France America Revenue from external customers 16,312 54,206 51,701 89,819 Non-current assets* 1,859 3,839 533 6,072
Lastly, the Group notes there are no major customers, or group of customers controlled by the same owner that
are material and required for disclosure per year-end December 31, 2023.
* Non-current assets included in the above table are limited to the local goodwill, intangibles and PP&E.
ANNUAL REPORT 2023 109
Note 4: Non-current assets
Goodwill
December December (in thousands of euro) 31, 2023 31, 2022 ACQUISITION COST At the end of the preceding year 24,868 24,945 Translation differences -48 -77 Additions 0 0 Disposals 0 0 Transfers 0 0 Total acquisition cost 24,820 24,868 DEPRECIATIONS AND AMOUNTS WRITTEN DOWN At the end of the preceding year 1,989 1,985 Translation differences 6 4 Depreciation 0 0 Disposals 0 0 Transfers 0 0 Total depreciations and amounts written down 1,995 1,989 Net carrying amount December 31, 2023 22,826 22,879
The goodwill arises mainly from the acquisitions of JENSEN Australia, JENSEN Austria, JENSEN Benelux, JENSEN
France, JENSEN Italia, JENSEN Norway, JENSEN Spain, JENSEN Sverige (Sweden), JENSEN Switzerland and Inwatec.
The JENSEN-GROUP identifies the cash flow-generating units (CGU) as being the Group. JENSEN-GROUP assists
the heavy-duty laundry industry worldwide by designing and supplying sustainable single machines as well as
systems and integrated solutions. The success of JENSEN-GROUP results from combining the global skills with the
local presence. The non-current assets of the plants are managed together, and the cash flows generated by the
usage of these plants come from one group of local, regional or global customers that are approached with the
same deliverable, being the optimization of the heavy-duty laundry activity. Therefore, the non-current assets of
the plants are allocated to one CGU for impairment testing purposes.
Goodwill is subject to an annual impairment test, close to year-end, via a number of critical judgments, estimates
and assumptions. Based on the comparison of the 'value in use' (derived using discounted free cash flow
approach) and the carrying amount (book value of capital employed) of the CGU (the Group), the recoverable
amount is calculated. JENSEN-GROUP believes that its estimates are reasonable; they are based on the past
experience, external sources of information (such as long-term growth rate and discount rate) and reflect the best
estimates by management.
110 ANNUAL REPORT 2023
The main judgments, assumptions and estimates for the cash-generating unit are:
- The first year of the model is based on management’s best estimate of the free cash flow outlook for the
coming year; for the second, third, fourth and fifth years of the model, cash flows are based on our LT plan
which includes key estimates such as the implied growth rate on sales and the EBIT margin;
- Cash flows beyond the first five years are extrapolated, usually with a growth rate of 0% (vs. 0% PY) of free
cash flows;
- Projections are discounted at the weighted average cost of capital (WACC), which lies between 8% and
10%;
This calculated enterprise value is compared to the book value.
Although JENSEN-GROUP believes that its judgments, assumptions and estimates are appropriate, actual results
may differ from these estimates under different assumptions or conditions. The Group believes any reasonable
changes in these estimates will not result in an impairment loss to be recognized given the recoverable amount.
Intangible Fixed Assets
Know-how and Other December 31 2023 Product Licenses TOTAL intangibles Development (in thousands of euro) ACQUISITION COST At the end of the preceding year 5,746 2,516 0 8,262 Translation differences -12 -4 0 -16 Acquisition of subsidiaries 0 0 1,440 1,440 Additions 812 0 0 812 Disposals 0 0 0 0 Transfers 0 0 0 0 Total acquisition cost 6,546 2,512 1,440 10,498 DEPRECIATIONS AND AMOUNTS WRITTEN DOWN 0 At the end of the preceding year 2,297 1,664 0 3,962 Translation differences 4 -5 0 -1 Depreciation 507 174 24 705 Disposals 0 0 0 0 Transfers 0 0 0 0 Total depreciations and amounts written down 2,809 1,833 24 4,666 Net carrying amount December 31, 2023 3,737 679 1,416 5,832
Development expenses are only capitalized if they are likely to yield future economic benefits for specific projects
(e.g. Inwatec). The capitalized development expenses are amortized on a straight-line basis over the estimated
useful life, which is normally to be considered no longer than 20 years. The amortization period is evaluated
continually, and the asset is reviewed annually for impairment.
Development costs of 6.7 million euro (6.3 million euro in 2022) were expensed during the year. These costs are
accounted for in the lines ‘services and other goods’, ‘employee compensations and benefit expense’ and
‘depreciation and amortization expenses.
ANNUAL REPORT 2023 111
Licenses relate to the capitalization of the license costs of the ERP system and of other IT tools.
Know-how and December 31 2022 Other Product Licenses TOTAL intangibles Development (in thousands of euro) ACQUISITION COST At the end of the preceding year 5,088 2,516 432 8,036 Translation differences 0 0 0 0 Additions 658 0 0 658 Disposals 0 0 -432 -432 Transfers 0 0 0 0 Total acquisition cost 5,746 2,516 0 8,262 DEPRECIATIONS AND AMOUNTS WRITTEN DOWN At the end of the preceding year 1,803 1,421 432 3,657 Translation differences 7 0 0 7 Depreciation 487 243 0 730 Disposals 0 0 -432 -432 Transfers 0 0 0 0 Total depreciations and amounts written down 2,297 1,664 0 3,962 Net carrying amount December 31, 2022 3,449 852 0 4,300
Property plant and equipment
Assets December 31 2023 Machinery Furniture Right to Other Land and under and and use tangible TOTAL Buildings construct(in thousands of euro) equipment vehicles assets assets ion ACQUISITION COST At the end of the preceding year 37,969 30,442 12,577 15,343 22 794 97,146 Translation differences -248 -575 -64 -549 0 -29 -1,465 Acquisition of subsidiaries 3,355 110 0 762 0 0 4,226 Additions 3,651 1,000 2,506 1,818 0 117 9,092 Disposals 0 -54 -585 -3,265 0 0 -3,905 Transfers -43 52 14 0 -22 0 0 Total acquisition cost 44,683 30,974 14,448 14,107 0 881 105,093 DEPRECIATIONS AND AMOUNTS WRITTEN DOWN At the end of the preceding year 21,490 26,094 10,069 5,148 0 0 62,801 Translation differences -73 -453 46 -99 0 0 -578 Depreciation 1,194 1,252 1,115 1,674 0 0 5,234 Disposals 0 -53 -510 -3,022 0 0 -3,585 Transfers 0 0 0 0 0 0 0 Total depreciations and amounts written 22,611 26,840 10,720 3,701 0 0 63,871 down Net carrying amount December 31, 2023 22,073 4,134 3,727 10,405 0 881 41,219
In 2023, the net carrying amount of tangible fixed assets increased by 6.9 million euro. When factoring out the
depreciation charges of 5.2 million euro, tangible fixed assets experienced an overall increase of 12 million euros.
The capital expenditures made during this period were primarily focused on enhancing our infrastructure to meet
future market demands. This included significant investments in the expansion of our facilities in Odense,
Denmark, to bolster the AI and Robotics capabilities of Inwatec, as well as the strategic acquisition of Ole
Almeborg located in Hasle.
112 ANNUAL REPORT 2023
The right-of-use assets mainly exist out of buildings for an amount of 8,8 million euro.
The net book value of the property, plant and equipment pledged as security for liabilities amounts to 7.6 million
euro (6.1 million euro at December 2022).
Assets December 31 2022 Machinery Furniture Right to Other Land and under and and use tangible TOTAL Buildings construct(in thousands of euro) equipment vehicles assets assets ion ACQUISITION COST At the end of the preceding year 35,767 30,191 12,130 17,553 -1 677 96,316 Translation differences -122 -116 27 -163 0 41 -334 Additions 0 0 0 0 0 0 0 Disposals 594 953 1,473 947 23 1,849 5,840 Transfers -42 -586 -1,053 -2,993 0 0 -4,674 Total acquisition cost 1,773 0 0 0 0 -1,773 0 DEPRECIATIONS AND AMOUNTS WRITTEN 37,969 30,442 12,577 15,343 22 794 97,146 DOWN At the end of the preceding year 20,466 25,559 9,984 5,264 0 0 61,273 Translation differences -96 -89 54 11 -1 0 -122 Depreciation 1,085 1,289 1,115 2,182 0 0 5,671 Disposals 35 -665 -1,083 -2,308 0 0 -4,021 Transfers 0 0 0 0 0 0 0 Total depreciations and amounts 21,490 26,094 10,069 5,148 -1 0 62,800 written down Net carrying amount December 31, 16,479 4,348 2,508 10,195 23 794 34,347 2022
During 2022, the net carrying amount of tangible fixed assets decreased by 0.7 million euro. Excluding the
depreciation charges of 5.7 million euro, tangible fixed assets increased by 5 million euro. The capital expenditures
in 2022 related primarily to investments in the office building in Panama City (JENSEN USA) destroyed by
Hurricane Michael, and in machinery and vehicles.
ANNUAL REPORT 2023 113
Note 5: Deferred Taxes
Deferred tax assets and liabilities are attributable to the following items, their movement since last year is
summarized hereby:
Acq Through December Through Exchange December (in thousands of euro) from profit DTA DTL 31 2022 OCI differences 31 2023 subs or loss Inventories -190 0 1.312 0 0 1,122 818 305 Fixed assets -2,114 -803 -28 0 0 -2,945 -733 -2,212 Provisions 3,109 0 238 329 0 3,677 3,484 193 Tax losses 128 0 -27 0 0 101 101 0 Deferred taxes on other differences 675 0 -22 -133 -273 247 533 -286 between tax and local books Currency result in permanent financing -955 0 4 -951 -951 Financial instruments -291 0 177 69 0 -45 -42 -3 Total deferred tax assets (net) 363 -803 1.653 266 -272 1,207 4,161 -2,954 Acq Through December Through Exchange December (in thousands of euro) from profit DTA DTL 31 2021 OCI differences 31 2022 subs or loss Inventories 179 0 -369 0 0 -190 1,263 -1,453 Fixed assets -1,900 0 -207 0 -7 -2,114 -668 -1,446 Provisions 4,609 0 -294 -1,206 0 3,109 2,981 128 Tax losses 106 0 22 0 0 128 128 0 Deferred taxes on other differences -250 0 732 256 -63 675 35 640 between tax and local books Currency result in permanent financing -810 0 -145 0 0 -955 0 -955 Financial instruments 65 0 -159 -197 0 -291 -117 -174 Total deferred tax assets (net) 2,000 0 -421 -1,147 -69 363 3,622 -3,259
The increase relates to the deferred tax assets recognized on the timing differences between Group's accounting
books and its tax books, especially on inventory.
The deferred tax assets originate mainly from JENSEN USA (0.9 million euro), JENSEN Italia (0.7 million euro), and
JENSEN GmbH (0.6 million euro).
Deferred tax assets have been recorded because management and the Board are convinced that, in accordance
with the Group’s valuation rules, the assets can be realized within a reasonable time frame. The Group is prudent
in recognizing deferred tax assets on tax losses carried forward.
114 ANNUAL REPORT 2023
Note 6: Contract assets and contract liabilities
December 31 December 31 (in thousands of euro) 2023 2022 Contract revenue 400,121 341,639 Contract assets 62,336 52,920 Contract liabilities 43,966 35,672
The above contract assets represent the Group’s right to consideration in exchange for goods or services that it
has transferred to a customer. Amounts could however not already be invoiced as the right to consideration is not
yet unconditional because additional obligations remain to be delivered to the customer.
Construction contracts are valued based on the percentage of completion method. On December 31, 2023
contract assets included 20.4 million euro, 33%, of accrued profit (18.2 million euro, 34%, at December 31, 2022).
Both contract assets and liabilities are higher at year-end compared to prior year due to the high activity of 2023.
(in thousands of euro) YTD Q4 2023 Q4 2023 Q3 2023 Q2 2023 Q1 2023 Orders received 363,092 135,818 71,274 70,458 85,542 Revenue 400,121 100,683 92,740 108,920 97,778
The contract revenue is related to construction contracts for customers and has been significantly bolstered by an
unprecedented order backlog carried into the year 2023, a direct consequence of achieving the highest order
intake in the company's history during the year 2022, amounting to a total sales value of EUR 364.4 million.
Furthermore, the orders procured over the course of 2023 are approaching the record established in the
preceding year, underscoring our continued growth and robust market presence.
- As at December 31, 2023, we have 15.3 million euro of outstanding performance obligations, not yet
satisfied, resulting from current contracts that will be performed after 2024 (12.6 million euro at
December 31, 2022). These performance obligations are mainly related to shipyards.
- There are no performance obligations that last longer than 12 months between the start of the
production and handover. For cruise yards, the installation of the laundry takes less than 12 months.
There can, however, be a gap up to 24 months between the installation of the laundry and the final
completion of the vessel. For this period, the JENSEN-GROUP signs performance bonds
The reconciliation of contract assets and liabilities is as follows:
Contract (in thousands of euro) Contract assets liabilities December 31 2022 52,920 35,672 Revenue recognised that was included in the contract liability balance at the 0 -28,537 beginning of the period Increase due to cash received, excluding amounts recognised as revenue during 0 37,300 the period Write down recognized during the year 0 0 Transfer from contract assets recognised at the beginning of the period to -48,428 0 receivables Increases as a result of changes in the measure of progress 58,616 0 Translation differences -772 -469 December 31 2023 62,336 43,965
ANNUAL REPORT 2023 115
Note 7: Trade and other receivables
December 31 December 31 (in thousands of euro) 2023 2022 Trade receivables 107,196 80,337 Provision for doubtful debtors -3,475 -2,506 Taxes 4,978 2,010 Other amounts receivable 4,591 4,544 Deferred charges and accrued income 2,910 4,068 Derivative financial instruments 346 499 Total trade and other receivables 116,545 88,951 Trade receivables 6,574 4,949 Other amount receivable 3,860 3,544 Non-current portion 10,434 8,493 Current portion 106,111 80,459
Non-current portion
The non-current portion of the trade and other receivables increase by 1.9 million euro a development attributed
to the challenges some of our customers are facing with the elevated interest rates for project financing. In
response, our Group is actively engaged in assisting these customers by exploring innovative solutions, which
include the implementation of stringent repayment schedules (6.1 million euro) and take-back guarantees with
financial institutions (2.3 million euro). This approach is part of our commitment to fostering strong, supportive
relationships with our clients during financially challenging times.
In the other amounts receivable cash guarantees for an amount of 0.8 million euro are included, stable compared
to previous year, and other receivables of 1.3 million euro.
Current portion
The revenue for the fourth quarter equaled 100.7 million euro (+ 6% compared to last quarter 2022). Next to the
higher activities, the trade receivables ST increase due to the high invoicing in the last weeks before year-end.
116 ANNUAL REPORT 2023
Note 8: Equity
Issued capital
As at December 31, 2023, the issued share capital was 38.3 million euro (before deducting the issuance cost of 0.2
million euro), represented by 9,631,408 ordinary shares without nominal value. There were no preference shares.
All shares are fully paid. As per December 31, 2023, the Company holds 15,122 treasury shares.
On April 3, 2023, JENSEN-GROUP NV increased its capital by a contribution in kind (4.6 million euro) and a
contribution in cash (2.9 million euro). With both transactions, 1,926,282 new shares were created.
For more details of the new created shares, we refer to the listing prospectus which is available on the Company
website, section Prospectus.
On May 16, 2023, the shareholders approved the cancellation of 113,873 treasury shares.
Detailed information on the capital statement as per December 31, 2023 and 2022 is set out below.
Amounts Number of shares Capital statement (position as at December 31, 2023) (in thousands of euro) A. Capital 1. Issued capital At the end of the previous year 30,710 Changes during the year 7,340 At the end of this year 38,050 2. Capital representation 2.1 Shares without nominal value 38,050 9,631,408 2.2 Registered or bearer shares Registered 6,230,339 Dematerialized 3,401,069 B. Own shares held by the company or one of its subsidiaries 499 15,122 C. Commitments to issue shares 1. As a result of the exercise of conversion rights 0 0 2. As a result of the exercise of subscription right 0 0 D. Authorized capital not issued 38,280
The following notifications have been received of holdings in the company's share capital during 2023:
JENSEN Invest A/S, JF Tenura ApS, SWID AG, Mr. Jesper M. Jensen, The Jørn M. Jensen and Lise M. Jensen Family
Trust, Mrs. Anne M. Jensen and Mrs. Karine Munk Finser
JENSEN INVEST A/S, Ejnar Jensen Vej 1, 3700 Rønne, Denmark
Number of Total shares % shares - Number of shares 4,253,781 9,631,408 44.17% - Voting rights 4,253,781 9,631,408 44.17%
ANNUAL REPORT 2023 117
The chain of control is as follows: JENSEN Invest A/S holds 44.2 % of the shares in JENSEN-GROUP NV. JF Tenura
Aps holds 100% of the shares In JENSEN Invest A/S. SWID AG, represented by Mr. Jesper M. Jensen holds 51% of
the share capital and 99% of the voting rights in JF Tenura Aps. The Jørn Munch Jensen and Lise Munch Jensen
Family Trust, of which Mrs. Anne Munch Jensen and Mrs. Karine Munk Finser are the ultimate beneficial owners,
holds the other 49% of the shares in JF Tenura Aps.
Miura Co Ltd
7 Horie, Matsuyama, Ehime, 799-2696 Japan
Number of Total shares % shares - Number of shares 1,926,282 9,631,408 20.00% - Voting rights 1,926,282 9,631,408 20.00%
The chain of control is as follows: Miura Co. Ltd. holds 20% of the shares in JENSEN-GROUP NV.
As at December 31, 2022, the issued share capital was 30.7 million euro, represented by 7,818,999 ordinary
shares without nominal value. There are no preference shares. All shares are fully paid. As per December 31,
2022, the Company held 60,053 treasury shares.
Amounts Number of shares (in thousands of Capital statement (position as at December 31, 2022) euro) A. Capital 1. Issued capital - At the end of the previous year 30,710 - Changes during the year 0 - At the end of this year 30,710 2. Capital representation 2.1 Shares without nominal value 30,710 7,818,999 2.2 Registered or bearer shares - Registered 4,314,057 - dematerialized 3,504,942 B. Own shares held by - the company or one of its subsidiaries 1,850 60,053 C. Commitments to issue shares 1. As a result of the exercise of conversion rights 0 0 2. As a result of the exercise of subscription rights 0 0 D. Authorized capital not issued 30,710
Each share has one vote. The voting rights are in line with the Companies’ and Associations’ Code. The bylaws do
not include other regulations with respect to voting rights.
The regulations with respect to transfer of shares are in line with the Companies’ and Associations’ Code. The
bylaws do not include other regulations with respect to transfer of shares.
118 ANNUAL REPORT 2023
Share premium
The share premium results from (i) the merger of LSG, which then took the name of JENSEN-GROUP NV (5.8
million euro), (ii) capital increase in 2023 through contribution in kind (37.9 million euro) and (iii) capital increase
in 2023 through contribution in cash (23.9 million euro).
The closing balance of the share premium is 67.6 million euro.
Treasury shares
The Bylaws (art. 11) allow the Board of Directors to buy back own shares. At its meeting held on March 10, 2022,
the Board of Directors decided to implement a program to buy back a maximum of 781,900 or 10% of its own
shares. In view of the transaction with MIURA, JENSEN-GROUP announced on March 9, 2023, that the Board of
Directors suspended the program. On May 16, 2023, the shareholders approved the cancellation of 113.873
treasury shares. The Board of Directors of August 10, 2023, decided to re-launch the share repurchase program to
buy back maximum 668,027 of its shares. The shares are bought on the stock exchange by an investment bank
mandated by the Board. The buy-back mandate expires on May 18, 2026.
As at December 31, 2023, the Company holds 15,122 treasury shares.
Currency translation differences
In this annual report the consolidated financial statements are expressed in thousands of euro. All balance sheet
captions of foreign companies are translated into euro, which is the Group’s functional and presentation currency,
using closing rates at the end of the accounting year, except for capital and reserves, which are translated at
historical rates. The income statement is translated at average rates for the year. The resulting translation
difference, arising from the translation of capital and reserves and the income statement, is shown in a separate
category of other comprehensive income under the caption ‘Currency translation differences’.
The currency translation differences decreased by 5.2 million euro, mainly following the weaker USD, JPY and TRY.
The exchange differences arising from the translation of the net investment in foreign operations are taken to
other comprehensive income. In total, 0.02 million euro of currency gains are transferred from financial result to
other comprehensive income.
ANNUAL REPORT 2023 119
The exchange rates used for the translation were as follows:
2022
Currency Average rate Closing rate 2022 2023 2023 AED 3.9676 3.8762 3.8831 3.9274 AUD 1.6285 1.5174 1.6263 1.5693 BRL 5.4016 5.4432 5.3618 5.6386 CHF 0.9717 1.0052 0.9260 0.9847 CNY 7.6591 7.0801 7.8509 7.3582 DKK 7.4510 7.4396 7.4529 7.4365 EUR 1.0000 1.0000 1.0000 1.0000 GBP 0.8699 0.8526 0.8691 0.8869 JPY 151.9425 138.0050 156.3300 140.6600 NOK 11.4243 10.1015 11.2405 10.5138 NZD 1.7618 1.6585 1.7504 1.6798 SEK 11.4728 10.6274 11.0960 11.1218 SGD 1.4523 1.4520 1.4591 1.4300 TRY 25.7487 17.3849 32.6531 19.9649 USD 1.0816 1.0539 1.1050 1.0666
Hedging reserves
The Group designates foreign exchange contracts and interest rate swaps as ‘cash flow hedges’ of its foreign
currency and interest exposure. Any change in fair value of the hedging instrument and the hedged item
(attributable to the hedged risk), as of inception of the hedge, is deferred other comprehensive income ('OCI') if
the hedge is deemed effective (note 20).
At year-end, an amount of 0.3 million euro was deferred in other comprehensive income.
Gains and losses recognized in the hedging reserve in other comprehensive income ('OCI'):
- on forward foreign exchange contracts as of December 31, 2023, will be released to the income statement at
various dates between one and six months.
- on interest rate swap contracts as of December 31, 2023, will be continuously released to the income
statement until the repayment of the bank borrowings.
Remeasurement gains and losses on defined benefit plans
JENSEN-GROUP has four defined benefit plans for which all actuarial gains and losses are recognized directly in
OCI. The accumulated loss of the four plans per December 31, 2023, amounts to 4.9 million euro.
120 ANNUAL REPORT 2023
Dividend
The Board proposes to the Annual Shareholders’ meeting to approve a dividend of 0.75 euro per share. The
dividend proposal is based on the net result of the Company at year-end. The dividend pay-out will amount to
7,212,215 euro, based on the number of shares outstanding as at December 31, 2023. No dividend will be
distributed to the treasury shares.
In respect of 2022, the Board proposed, and the Shareholders approved, a dividend payment of 0.50 euro per
share. The dividend proposal was based on the net result of the Company at year-end.
Capital risk management
JENSEN-GROUP’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal structure to minimize the cost of capital.
ANNUAL REPORT 2023 121
Note 9: Financial debt
The non-current and current borrowings can be summarized as follows:
December Acq of Reclass December (in thousands of euro) Proceeds Repayments CTA 31 2022 subs LT to ST 31 2023 LT loans with credit 29,080 0 870 -2,573 -3,046 -241 24,090 institutions LT loans other 1,274 0 490 0 0 0 1,764 LT factoring 2,746 0 0 0 -712 0 2,034 Subtotal 33,100 0 1,360 -2,573 -3,758 -241 27,888 LT loans - Lease liabilities 1,858 2,655 Total non-current 34,958 30,543 borrowings December Acq of Reclass December (in thousands of euro) Proceeds Repayments CTA 31 2022 subs LT to ST 31 2023 Current portion of LT 13,028 0 142 -13,063 3,046 -41 3,112 borrowings Credit institutions 5,514 81 4,884 -460 -2 -361 9,656 Payments received 909 0 0 0 781 -16 1,674 (factoring) Subtotal 19,451 81 5,026 -13,523 3,825 -418 14,442 Lease liabilities - ST 1,439 1,346 Total current borrowings 20,890 15,788 Total borrowings 55,848 46,331
Total borrowings decreased from 55.8 million euro at December 31, 2022 to 46.3 million euro at December 31,
2023, because of repayments.
The Group factored trade receivables in a total amount of 3.7 million euro (2.0 million euro long-term and 1.7
million euro short-term). As control is not substantially transferred to the third party, the factoring arrangement
does not result in the de-recognition of any amount from the balance sheet.
Net cash increased from 11.5 million euro at the end of December 2022 to 35.9 million euro at the end of
December 2023. On April 3, 2023, JENSEN-GROUP NV increased its capital by a contribution in kind (4.6 million
euro) and a contribution in cash (2.9 million euro). The Group received 26.8 million euro cash from the capital
increase. Part of it is booked as share premium. In order to reduce the risk on cash, the Group invested in financial
assets for a total amount of 31.1 million euro (31.9 million euro last year). We refer to note 20, Financial
instruments - market and other risks, for more details. Cash and cash equivalents increased from 35.4 million euro
to 51.1 million euro. All this together resulted in an increase of the net cash position from 11.5 million euro to
35.9 million euro net cash.
122 ANNUAL REPORT 2023
The following table gives the maturities of the non-current debt:
December 31 December 31 (in thousands of euro) 2023 2022 Between 1 and 2 years 15,173 5,355 Between 2 and 5 years 9,306 23,865 > 5 years 6,064 5,738 Total non-current borrowings 30,543 34,958
The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates before and
after the effect of the interest rate swaps ('IRS') at balance sheet date are as follows:
Less than 1 Between 1 Between 2 (in thousands of euro) > 5 years TOTAL year and 2 years and 5 years Credit institutions 12,768 13,134 6,656 4,300 36,858 Other 0 0 0 1,764 1,764 Payments received (factoring) 1,674 919 1,115 0 3,708 Lease liabilities 1,346 1,120 1,535 0 4,001 Total 15,788 15,173 9,306 6,064 46,331 IRS covered 0 111 333 1,445 1,890 Total non-covered 15,788 15,062 8,973 4,619 44,441
Management believes that the carrying value of the loans at fixed rate approximates to the fair value.
For details on the IRS, we refer to note 20, Financial Instruments - Market and other risks.
The carrying amounts of the Group’s borrowings are denominated in the following currencies:
December 31 December 31 (in thousands of euro) 2023 2022 EUR 21,570 38,379 DKK 5,702 6,029 CNY 15,058 8,143 Total 42,330 52,551 Lease liabilities 4,001 3,297 Total borrowings 46,331 55,848
With respect to the Group’s borrowings, debt covenants are in place (solvency, positive EBITDA on an annual basis
and a maximum debt/EBITDA ratio). During the year, there has been significant headroom on all of the covenants
and hence there were no breaches. The risk of not meeting our debt covenants over the next twelve months is
considered as remote.
Debt covered by guarantees
December 31 December 31 (in thousands of euro) 2023 2022 Mortgages 5,702 6,029 Letter of Intent 14,404 13,727 Total 20,106 19,756
The carrying value of the property, plant and equipment pledged as security for liabilities amounts to 7.6 million
euro.
ANNUAL REPORT 2023 123
Note 10: Employee benefit obligations
December 31, December 31, (in thousands of euro) 2023 2022 Provisions for defined benefit plan 10,394 9,201 Provisions for other employee benefits 298 337 Total employee benefit obligations 10,692 9,538
The provision for other employee benefits relates to defined contribution plans in Austria and Germany.
Benefit plan
JENSEN GmbH, JENSEN France, JENSEN Italia and JENSEN AG Burgdorf maintain defined retirement benefit plans.
These plans generally provide benefits that are related to an employee’s remuneration and years of service.
- The liabilities for the JENSEN-GROUP in respect of the defined benefit schemes are calculated by
independent actuaries, taking into consideration projected final salaries and using assumptions such as
discount rate, mortality, turnover, salary evolution, inflation.
- The weighted average duration of the defined benefit obligation at year-end 2023 is 13.32 years (2022:
13.95).
At December 31, 2023, the total net liability amounted to 10.4 million euro. The net liability increased because of
changes in the assumptions and because of experience effects. Overall, the decrease of the discount rate resulted
in a loss of 1.3 million euro. Experience losses of 0.1 million euro are linked to a full valuation performed in
Germany and reflect mainly the changes in population and current salary and pension increases.
For the defined benefit plans, the net cost for 2023 was 0.5 million euro (2022: 0.4 million euro)
December 31, December 31, (in thousands of euro) 2023 2022 Current service cost 170 268 Interest cost 442 143 Interest income on plan assets -133 -24 Administrative expenses and taxes 18 18 Pension expenses 497 405
The change in net liability recognized during 2023 and 2022 is set out in the table below:
December 31, December 31, (in thousands of euro) 2023 2022 Net defined benefit liability (asset) at the beginning of year 9,201 14,090 Defined benefit cost included in P&L 497 405 Employer contribution or benefits paid by employer -779 -771 Total remeasurements included in OCI 1,373 - 4,622 Effect of changes in foreign exchange rates 102 99 Net defined benefit liability (asset) as of end of year 10,394 9,201
The amount of the contributions is based on the currently valid pension plan in conjunction with the pension fund
regulations of the foundation. Half of the savings contributions are financed by the employer and half by the
124 ANNUAL REPORT 2023
employee. The risk contributions are paid by the employee at a rate of 1% from the age of 18 to 24 and 1.5% from
the age of 25. The employer's contribution corresponds to the difference between the total of all contributions
and the sum of the contributions of all employees. In case of underfunding, recovery measures have to be taken,
one potential such measure is additional recovery contributions.
The changes in defined benefit obligations and plan assets can be summarized as follows:
December 31, December 31, (in thousands of euro) 2023 2022 Defined benefit obligation at end of prior year 15,482 20,675 Current service costs 170 268 Interest expense 442 143 Benefits paid -84 -1,524 Participants' contribution 238 191 Effect of changes in demographic assumptions 0 2 Effect of changes in financial assumptions 1,285 -4,854 Effect of experience adjustments 81 170 Effect of changes in foreign exchange rates 551 410 Defined benefit obligation at end of year 18,165 15,481
JENSEN-GROUP is affiliated with a collective foundation who is responsible for asset management and the
reconciliation of assets and liabilities. The plan assets are invested in accordance with the currently valid
investment regulations of this foundation. The investment strategy and liability structure are aligned on a
regular basis.
December 31, December 31, (in thousands of euro) 2023 2022 Fair value of plan assets at end of prior year 6,281 6,585 Contributions 1,016 962 Return on plan assets -7 -60 Interest income on plan assets 133 24 Benefits paid -84 -1,524 Administrative expenses -18 -18 Effect of changes in foreign exchange rates 450 311 Fair value of plan assets at end of year 7,771 6,280
December 31, December 31, (in thousands of euro) 2023 2022 Defined benefit obligation 18,165 15,481 Fair value of plan assets 7,771 6,280 Net defined benefit liability (asset) 10,394 9,201
The major assumptions made in calculating the provisions can be summarized as follows:
Discount rate Rate of price inflation Expected rates of salary increase 2023 2022 2023 2022 2023 2022 Switzerland 1.35% 2.10% 1.25% 1.25% 1.75% 1.75% France 3.30% 3.75% N/A N/A 3.00% 3.00% Germany 3.30% 3.67% 2.25% 2.25% 3.00% 3.00% Italy 3.25% 3.70% 2.23% 2.66% N/A N/A
ANNUAL REPORT 2023 125
Discount rates decreased over 2023, as a result of decreasing yields on international bonds. This trend is observed
for both the Eurozone and Switzerland. With regard to the inflation rate in the Eurozone, we calculated with a
price inflation of 2.25% for Germany and 2.23% for Italy (respectively 2.25% and 2.66% used last year) applying
the inflation curve to the cashflows for these plans. In France, inflation has no impact on the benefit. The expected
salary increase rates didn't change since last year.
Through its defined benefit plans, the Group is exposed to a number of risks, the most significant of which are
detailed below:
- Asset volatility: Investment instruments other than bonds, are expected to outperform (corporate) bonds
in the long term but create volatility and risk in the short term. The allocation of the plan assets is
monitored to ensure this is appropriate in respect of the lifetime of the plan.
- Changes in bond yields: The plan liabilities are calculated using a discount rate set with reference to
corporate bond yields. The rate used to discount post-employment benefit obligations is determined by
reference to market yields at the end of the reporting period on high quality corporate bonds, as required
by IAS 19.83. A decrease in corporate bond yields will increase the plans’ liabilities. For funded schemes,
this will be partially offset by an increase in the fair value of the plan’s assets.
The sensitivity of the defined benefit obligation to changes in the assumptions is:
Change in (in thousands of euro) assumption Discount rate -25bp 631 +25bp -595 Weighted avg duration (in years) -25bp 14 +25bp 13
The above sensitivity analyses are based on a change in assumption while holding all other assumptions constant.
In practice, this is unlikely to occur and changes in some of the assumptions may be correlated.
The percentage of plan assets by asset allocation is as follows per end of December 31, 2023 (2022):
- Equity securities 3.92% (4.83%)
- Debt securities: 49.74% (52.36%)
- Real estate: 23.72% (22.75%)
- Derivatives: 10.32%
- Cash: 0.60%
- Other: 11.70% (20.06%)
The contributions expected to be paid to the plan and to direct payments during the annual period beginning
after the reporting period is estimated at 0.7 million euro.
126 ANNUAL REPORT 2023
There is one pension plan in place in Belgium that is legally structured as a defined contributions plan. The cost of
this plan for JENSEN-GROUP NV amounted to 0.1 million euro for accounting year 2023 (2022: 0.07 million euro).
Because of the Belgian legislation applicable to 2
nd
pillar pension plans (so-called "Vandenbroucke Law"), all
Belgian Defined Contribution plans have to be considered under IFRS as Defined Benefit plans. The
Vandenbroucke Law states that in the context of defined contribution plans, the employer must guarantee a
minimum of 1.75% annual return on contributions as of 2016, and a minimum of 3.75% on contributions made
before 2016.
Because of this minimum guaranteed return for Defined Contributions plans in Belgium, the employer is exposed
to a financial risk (there is a legal obligation to pay further contributions if the fund does not hold sufficient assets
to pay all employee benefits relating to employee service in the current and prior periods). These plans should
therefore be classified and accounted for as Defined Benefit plans under IAS 19.
In the past the Company did not apply the Defined Benefit accounting for these plans because higher discount
rates were applicable and the return on plan assets provided by insurance companies was sufficient to cover the
minimum guaranteed return. As a result of the continuously low interest rates offered by the European financial
markets, employers in Belgium effectively assumed a higher financial risk related to the pension plans with a
minimum fixed guaranteed return than in the past, requiring them to measure the potential impact of Defined
Benefit accounting for these plans.
We asked an external party to estimate the potential additional liabilities and they concluded that no potential
additional liabilities exist as at December 31, 2023.
ANNUAL REPORT 2023 127
Note 11: Provisions for other liabilities and charges
December 31 December 31 (in thousands of euro) 2023 2022 Provisions for warranties 8,377 7,786 Provisions for take-back obligations 256 873 Other provisions 1,338 1,060 Provisions for other liabilities and charges 9,971 9,719
Changes in provisions can be analyzed as follows:
Write-December Translation December (in thousands of euro) Additions Utilization backs or 31 2022 dfiferences 31 2023 reversals Provisions for warranties 7,786 4,237 -3,055 -496 -94 8,377 Provisions for take-back obligations 873 70 0 -687 0 256 Other provisions 1,060 593 -134 -181 0 1,338 Total provisions 9,719 4,900 -3,189 -1,364 -94 9,971
Warranty provision: A provision is recorded for expected warranty claims on products sold during the year.
Assumptions used to calculate the provision for warranty claims are based on current sales levels and current
information on warranty calls under the standard warranty period (on average between 18 and 24 months) for
the main products. The warranty provision at the end of 2023 corresponds proportionately with the increase in
our operational activities throughout the year. It is noteworthy that despite the expansion in activities, the
warranty provision as a percentage of our revenues has remained constant at 2%. This stability underscores our
commitment to quality and customer service excellence, even amidst significant operational growth.
Take-back obligations: A provision for take-back obligations is recorded when JENSEN-GROUP sells equipment for
which the customer enters into a leasing contract with a leasing company and this party requests a take-back
clause. In case of customer default, the leasing company can request JENSEN-GROUP to take back the machine.
This creates exposure for the Group in terms of having to take back machinery over the lifetime of the financing
contract. The value of the machinery could already be below the remaining financial liability, therefore a provision
is provided for.
Other provisions: are set up for legal claims that, based on prudent judgment, are reasonably accounted for. Most
of these claims are covered by insurance. Based on legal advice taken, management does not expect these claims
to significantly impact the Group’s financial position or profitability.
128 ANNUAL REPORT 2023
Note 12: Trade and other payables
December 31 December 31 (in thousands of euro) 2023 2022 Trade payables 28,450 22,261 Remuneration and social security 16,380 11,964 Other amounts payable 3,179 2,918 Accrued expenses and deferred income 8,645 9,466 Derivative financial instruments 67 34 Total trade and other payables 56,721 46,643
The trade payables, on average, correspond to the final month of outstanding purchases and align with the
escalation in operational activities observed over the course of the year. The growth in our workforce from 1,555
to 1,830 at year-end, combined with inflation and economic conditions across various countries, has necessitated
an increase in employee remunerations causing the increase of the outstanding payable per December 31, 2023.
The other amounts payable represent expenses occurred but no invoicing have been received yet.
The accrued expenses are mainly related to the occurred expenses for construction contracts which are allocated
to the relevant accounting year. Furthermore, also non-operating expenses to be accounted for in the year 2023
are included in this accrual. The deferred income amounts to 1.4 million euro (1.2 million euro in 2022).
The above factors collectively contribute to the augmented outstanding payables recorded at year-end (+ 10.1
million euro), reflecting our adaptation to both internal growth and external economic fluctuations.
ANNUAL REPORT 2023 129
Note 13: Operating expenses
December 31 December 31 Variance (in thousands of euro) 2023 2022 %Raw material expenses -188,928 -175,488 8% Services and other goods -45,772 -39,151 17% Employee benefit expenses -118,486 -99,881 19% Depreciation and amortization expense -7,633 -7,155 7% Total expenses -360,819 -321,675 12%
Raw material expenses, which are detailed across various subcomponents mentioned below, have experienced
an 8% increase compared to the previous year. This rise is attributed to both the expansion of operational
activities and the fluctuations in market prices driven by inflation.
- Raw materials & consumables
- Trade machinery
- Packaging
- Freight
- Spare parts & services
- Subcontracting
The intensity of growth in our operational activities, including orders and revenue, is notably high. However, our
expenditure on raw materials is constrained by the capacities of our Production and Engineering Centers (PECs). In
response to this limitation and in order to meet market demand effectively, additional investments are being
undertaken.
Services and other goods amount to 46 million euro and their evolution (+ 6.6 million euro) is in line with the
growth of the Group.
The expansion of our workforce from 1,555 to 1,830 at year-end, coupled with inflation and varying economic
conditions in multiple countries, has resulted an increase in employee compensation and benefits of 19%
compared to December 31, 2022.
Depreciation and amortization expenses are summarized via the below table:
December 31 December 31 (in thousands of euro) Variance 2023 2022 Depreciation and amortization 5,995 6,406 -411 Write down on trade receivables 1,210 327 883 Write down on inventory 309 397 -88 Change in provisions 119 26 94 Depreciation and amortization expense 7,633 7,155 478
The depreciation and amortization are detailed per asset class in Note 4 and 5. The change in provisions is
summarized in Note 11, mainly representing the movement of the warranty provision.
130 ANNUAL REPORT 2023
Note 14: Other operating result
December 31 December 31 (in thousands of euro) Variance 2023 2022 Other operating income 1,797 2,481 -684 Other operating expenses -356 -34 -322 Total 1,441 2,447 -1,006
Throughout 2023 the receipt of commissions on certain products increased by 0.5 million euro and a non-
recurring insurance income of 0.3 million euro describe the evolution. In 2022, the other operating result was
predominantly comprised by several positive outcomes, including a 0.6 million euro benefit associated with the
closing of certain activities, the reversal of provisions linked to a specific claim, the receipt of sales commissions,
and modest amounts of government support connected to Covid-19.
Note 15: Financial income and financial charges
December 31 December 31 (in thousands of euro) Variance 2023 2022 Financial income 3,697 3,445 252 Interest income 1,994 891 1,103 Other financial income 121 50 72 Currency gains 1,582 2,505 -923 Financial cost -4,655 -5,310 655 Interest charges -1,653 -1,983 330 Other financial charges -954 -785 -168 Currency losses -2,048 -2,541 493 Total net finance cost -958 -1,865 906
Interest income is primarily derived from returns on financial assets and on cash and cash equivalent. The interest
income increases by 1.1 million euros.
The Group investments in two types of bonds, classified as financial asset (see Note 20):
- held within a business model with the objective to collect the contractual cash flow and the cash flows
(payments of principal and interest).
- and bonds not held for trading.
Contrary our cost of financial debt decreases by 0.3 million euro because of the repayments performed
throughout 2023 (see Note 9). The total repayment of ST loans with credit institutions of 13 million euro (2.5
million in 2022) is the main driver of the decreased interest charges.
The revaluation of balance sheet positions and hedging contracts based on the closing rate results in a currency
gain or loss. The classification of these currency outcomes as either operating or financial results is contingent
upon the specific nature of the currency effect.
ANNUAL REPORT 2023 131
Note 16: Income tax expense
Income tax expenses can be analyzed as follows:
December 31 December 31 (in thousands of euro) Variance 2023 2022 Current taxes -12,147 -4,547 -7,600 Deferred taxes 1,653 -421 2,074 Total income tax expense -10,494 -4,968 -5,526
Total income tax expenses increase by 5,5 million euros, attributable to an enhanced result before taxes and an
increase of the effective tax rate of the Group by 2.2%. The movement of the deferred taxes balance sheet
positions impacting the income statement by 2.1 million euro is further split by their nature in Note 5.
Relationship between tax expense and accounting profit as per December 31, 2023 and December 31, 2022 is
summarised in the below reconciliation table:
Reconciliation of effective tax rate December 31 December 31 (in thousands of euro) 2023 2022 Accounting profit before taxes 41,926 21,532 Share in result of associates and companies accounted for using 2,141 986 the equity method Tax basis 39,785 20,546 Theoretical tax rate 23.84% 23.90% Income tax calculated at the weighted average of the 9,484 4,911 theoretical tax rate of the different entities Disallowed expenses 233 11 Prior year tax adjustments -50 -234 Tax losses for which no DTA is recognised 176 280 Timing differences 651 0 Subtotal 879 57 Actual tax expenses 10,494 4,968 Effective tax rate 26.38% 24.18%
The effective tax rate of 26.38% is slightly higher than the theoretical tax rate of 23.84% of the different entities
and mainly due to disallowed expenses and increase of timing differences between local and group books.
During 2023, one tax audit took place. The Group has accounted for the necessary provisions based on the best
estimate of the expected outcome of this audit.
132 ANNUAL REPORT 2023
Note 17: Earnings per share
Basic earnings per share are calculated by dividing the Group share in the profit for the year of 31 million euro
(16.3 million euro in 2022) by the weighted average number of ordinary shares outstanding during the years
ended December 31, 2023, and 2022.
December 31 December 31 Variance % 2023 2022 Basic earnings per share (in euro) 3.39 2.10 62% Weighted avg shares outstanding 9,150,330 7,786,615 -
The earnings per share (EPS) experienced an increase of 1.29 euros per share, marking a 62% surge. Had these
figures been calculated prior to the capital increase, the EPS would have reached 3.99 euros per share,
representing an 90% enhancement. This significant growth in earnings per share, both before and after the capital
increase, highlights the Group's strong financial performance and the positive impact of its strategic decisions.
ANNUAL REPORT 2023 133
Note 18: Statement of cash flows
Cash, cash equivalents and bank overdrafts include the following for the purpose of the cash flow statement:
December 31 December 31 (in thousands of euro) Variance 2023 2022 Cash and cash equivalent 51,112 35,427 15,685 Overdraft -9,656 -5,514 -4,142 Net cash and cash equivalents 41,456 29,913 11,543 CASH FLOW FROM OPERATING ACTIVITIES 21,621 -18,112 CASH FLOW FROM INVESTING ACTIVITIES -12,756 -3,871 CASH FLOW FROM FINANCING ACTIVITIES 2,826 -11,481 Net increase / (decrease) in cash and cash equivalents 11,691 -33,463 Exchange gains / (losses) on cash and bank overdrafts -147 2,694
The operating activities in 2023 have been favorably influenced by the improved result of the year, though this
positive impact has been partially offset by the increase of working capital. This is primarily due to the increase in
long- and short-term accounts receivable, as customers have sought extended payment terms to finance their
projects. The Group has partly mitigated this effect by augmenting its trade and other payables by 9.8 million
euros. Furthermore, the rise in contract assets by 11.2 million euros (before netting) has been largely balanced by
an increase in contract liabilities amounting to 10.1 million euros.
The acquisition of Ole Almeborg A/S, a Danish firm known for manufacturing internal handling equipment for
industrial operations, signifies a strategic expansion of our production capacity on the Danish Isle of Bornholm.
This acquisition has had a significant effect on our investing activities, contributing an additional 6,1 million euros
(net of acquired cash) atop the regular investments in property, plant, and equipment (refer to Note 3). This
investment not only enhances our manufacturing footprint but also aligns with our strategic goals of capacity
expansion and diversification of our product offerings.
The capital increase, undertaken as a component of the financing for the joint venture with Miura, was executed
through a cash settlement amounting to 26.8 million euros. As detailed in our prospectus, the primary application
of these funds involved the repayment of a bank loan for 10 million euros, upon its maturity. Additionally, a
portion of this capitalspecifically 3.9 million euroswas allocated for the distribution of dividends to
shareholders, based on the financial results achieved in 2022. As a result, the net cash flow from financing
activities has positively contributed 2.8 million euros to the closing balance of cash and cash equivalents as of
December 31, 2023.
134 ANNUAL REPORT 2023
Note 19: Commitments and contingencies
JENSEN-GROUP has given the following commitments:
December 31 December 31 (in thousands of euro) Variance 2023 2022 Letters of intent 14,404 13,727 677 Bank guarantees 9,344 16,597 -7,253 Mortgages 5,702 6,029 -327 Repurchase commitments 2,560 8,730 -6,170
Management does not expect these contingencies to significantly impact the Group’s financial position or
profitability.
ANNUAL REPORT 2023 135
Note 20: Financial instruments Market and other risks
The table below gives an overview of the Group’s financial instruments. The carrying amounts are assumed to be
close to the fair value.
December 31 2023 December 31 2022 (in thousands of euro) Carrying Fair value Carrying Fair value amount amount amount amount FINANCIAL ASSETS Financial assets at amortized cost 5,139 4,609 5,425 4,695 Financial assets at fair value through OCI 25,953 25,953 26,520 26,520 Other LT receivables 1,929 1,791 2,371 2,169 Trade receivables 103,721 103,721 77,831 77,831 Derivative financial instruments - FX contracts 346 346 499 499 Derrivative financial instruments -IRS 307 307 0 0 Cash and cash equivalent 51,112 51,112 35,427 35,427 Total 188,506 187,838 148,073 147,140 FINANCIAL LIABILITIES Financial debts 38,622 38,052 48,897 47,926 Financial debts - factoring 3,708 3,708 3,655 3,655 Trade payables 28,450 28,450 22,261 22,261 Derivative financial instruments - FX contracts 67 67 452 452 Derivative financial instruments -IRS 0 0 -418 -418 Total 70,847 70,277 74,847 73,876
Financial assets
To mitigate the risk associated with holding cash, the Group has strategically chosen to allocate a portion of its
cash reserves into financial assets, specifically investing in bonds. These investments are classified as financial
assets at amortized cost. This classification is based on the assets being held within a business model that is
focused on the collection of contractual cash flows, and the contractual terms of these assets generate cash flows
that are exclusively payments of principal and interest. This approach not only diversifies the Group's investment
portfolio but also aligns with its risk management strategy.
Additionally, a portion of the Group's cash reserves has been invested in bonds that are classified as financial
assets at fair value through Other Comprehensive Income (OCI). These particular DKK bonds, issued by Nykredit
Realkredit AS and Realkredit Denmark have a maturity in respectively 2024, 2025, 2026 and 2033. They are
expected to generate stable coupons over the period and are not held for the purpose of trading. Instead, the
Group has made an irrevocable election at the point of initial recognition to categorize these bonds in this
manner. This decision is based on the Group's assessment that such a classification aligns more closely with its
investment strategy and provides a more relevant reflection of the financial assets' value and the Group's financial
position.
Other current & non-current assets
Trade receivables are evaluated by the Group considering various factors including prevailing interest rates,
specific country risk factors, the individual creditworthiness of the customer, and the risk characteristics of the
financed project. This comprehensive assessment forms the basis for the determination of allowances to
136 ANNUAL REPORT 2023
account for expected losses on these receivables. As of December 31, 2023, it is our belief that the carrying
amounts of such receivables, after accounting for allowances, closely align with their calculated fair values.
Derivative financial instruments
The Group engages in derivative financial transactions with financial institutions, employing derivatives that are
valued through valuation techniques which utilize inputs observable in the market. These derivatives primarily
consist of interest rate swaps and foreign exchange forward contracts. The valuation techniques most commonly
applied are forward pricing and swap models, which rely on present value calculations. These models make use of
a range of inputs, including foreign exchange spot and forward rates, as well as interest rate curves.
Derivative financial instruments within our portfolio are valued by an independent financial institution, utilizing
prevailing interest and currency rates from liquid markets. These instruments are measured at fair value, classified
under the level 2 category. This classification indicates that the valuation techniques employed involve inputs
other than quoted prices that are directly or indirectly observable for the assets or liabilities.
Methods and assumptions to estimate the fair values deviating from the carrying amount:
- The financial assets amortised at cost: the fair value is based on the valuation by an independent
financial institution, utilizing prevailing interest and currency rates from liquid markets. These
instruments are measured at fair value, classified under the level 2 category.
- Long-term receivables within the Group are primarily associated with the financing provided to
customers. The fair value of these long-term receivables is determined by discounting anticipated
future cash flows to their present value, utilizing the effective interest rates presently applicable to
receivables with comparable terms, credit risk profiles, and remaining maturities.
- Trade receivables, cash and cash equivalent and trade payables approximate to their carrying
amounts due to the short-term maturities of these instruments.
- The fair value of the financial debts is determined by discounting future cash flows to their present
value, utilizing the effective interest rates presently applicable for debts with comparable terms, credit
risk profiles, and remaining maturities.
In the normal course of business, the JENSEN-GROUP is exposed to foreign currency, interest rate, and credit
risk. The Group analyzes each of these risks independently and devises strategies to manage their economic
impact on the JENSEN-GROUP's performance.
ANNUAL REPORT 2023 137
Reconciliation of assets and liabilities
December 31 December 31 (in thousands of euro) 2023 2022 Non-current assets 307 418 Current assets 346 499 Non-current liabilities 0 0 Current liabilities -67 -34 Total 586 883 Forward exchange contracts: fair value 279 465 Interest rate swaps: fair value 307 418 Total 586 883
Foreign currency risk
JENSEN-GROUP is exposed to currency risks on borrowings, investments, as well as actual and forecasted sales
and purchases, whenever these financial transactions are denominated in a currency different from the functional
currency of the subsidiary involved. The primary currencies that pose a risk include the US Dollar, Swiss Franc,
Swedish Krona, Danish Krone, British Pound, Chinese Yuan, Australian Dollar, and New Zealand Dollar. This
exposure reflects the global nature of our operations and the diverse currency environments in which we operate.
The main derivative financial instruments utilized by the Group to mitigate foreign currency risk are forward
exchange contracts. Consistent with the Group’s policy, these derivative instruments are not held for speculative
or trading purpose.
In addressing currency-related risks, JENSEN-GROUP adheres to a clearly defined policy that includes:
- Implementing hedges on all firm commitments in foreign currencies on a rolling 12-month basis to ensure
consistent and proactive management of currency exposure.
- Mandating that any deviations from this established policy receive prior approval from the Audit and Risk
Committee, thereby ensuring oversight and adherence to the company's risk management framework.
Consequently, these hedges are classified as cash flow hedges. They are systematically contracted as part of our
standard operating procedures, independent of any anticipatory views on foreign currency fluctuations. The
primary objective of this approach is to secure the profit margin at the moment a project contract is signed with a
customer.
All foreign exchange contracts within JENSEN-GROUP are centralized and managed by the Group's treasury
department, with the contracting process being strictly based on the inputs received from the various subsidiaries.
This centralized approach ensures a cohesive and streamlined management of foreign exchange risks across the
entire Group, facilitating effective oversight and leveraging of the Group's collective foreign exchange exposures.
The currency risks resulting from translations of the financial statements of non-euro-based companies are not
hedged (Note 8).
138 ANNUAL REPORT 2023
The following table offers insights into the Group's net positions in foreign currencies as of December 31, 2023,
and December 31, 2022, related to both firm commitments and anticipated transactions. A negative exposure
indicates the company's intent to sell foreign currencies in exchange for euros, whereas a positive exposure
signifies a plan to purchase foreign currencies while selling euros. These open positions are a direct consequence
of implementing JENSEN-GROUP's comprehensive risk management policies.
Production within the JENSEN-GROUP is generated across various global locations, each operating in their
respective local currencies to align with regional economic environments:
- European subsidiaries engage in their operations utilizing the euro, Danish Krone, and Swedish Krona as their
currencies of transaction.
- In the USA, production activities are conducted in USD, reflecting the local currency.
- In China, the operational currency for production activities is CNY.
This geographical and financial diversification reflects the global footprint of JENSEN-GROUP's production
capabilities and its strategic approach to navigating the complexities of international currency markets.
2023 (in thousands of euro) Total exposure Total derivatives Open position EUR/USD -7,059 9,936 2,877 EUR/GBP -3,354 3,000 -354 EUR/AUD -652 1,324 672 EUR/SEK 3,221 -1,500 1,721 EUR/NZD -69 350 281 EUR/NOK -1,601 901 -700 2022 (in thousands of euro) Total exposure Total derivatives Open position EUR/USD 0 2,500 2,500 EUR/GBP -1,103 1,508 405 EUR/AUD -8,965 9,145 180 EUR/SEK 3,404 -2,004 1,400 EUR/NZD -1,424 1,248 -176
ANNUAL REPORT 2023 139
Sensitivity analysis for 2023 (in thousands of Change in Impact net 1Impact on equity euro) currency profitUSD -4.69% -819 -1,762 4.69% 896 3,222 GBP -3.14% -121 -134 3.14% 91 142 AUD -8.41% -639 -385 8.41% 1.001 461 NZD -7.98% -101 -27 7.98% 146 31 CNY -8.62% 780 -659 8.62% -1.001 649 SEK -5.99% 631 118 5.99% -545 -53 CHF -5.51% 6 -250 5.51% -7 407 DKK -0.30% 123 -259 0.30% -166 305 NOK -10.09% -366 -53 10.09% 769 67 SGD -3.44% -97 3.44% 99 JPY -15.16% -3,011 15.16% 3,966 BRL -6.36% -10 6.36% 11 AED -4.65% -10 4.65% 11 TRY -57.07% -2,484 57.07% 4,295
1
: The estimation is based on the standard deviation of daily volatilities of the foreign exchange rates during the past 360 days
at December 31, 2023 and using a 95% confidence interval.
These calculations represent a purely theoretical exercise and do not consider the potential gain or loss in sales
that may arise from the relative weakening or strengthening of currencies. This approach focuses solely on the
mathematical aspect of currency fluctuations without accounting for the practical impact on sales performance
and market dynamics.
140 ANNUAL REPORT 2023
As of December 31, 2023, the Group maintained a portfolio of foreign exchange contracts. It is noteworthy that
the balances due within the upcoming 12 months are equivalent to their recorded carrying balances, given that
the impact of discounting these balances is deemed insignificant. This indicates a close alignment between the
nominal and recorded values of these contracts, reflecting the Group’s efficient management of its foreign
exchange exposure within the short-term horizon.
2023 Average Fair value Currency Sell Maturity exchange rate thousands of euro EUR/GBP 2,604,181 0.87 4-2-2024 7 EUR/AUD 2,214,133 1.67 19-4-2024 -31 EUR/USD 10,763,272 1.08 10-4-2024 252 DKK/SEK 11,247,823 1.43 30-12-2024 16 EUR/NZD 640,606 1.83 20-6-2024 -14 EUR/NOK 10,349,000 11.49 10-1-2024 -22 Average Fair value Curr Buy Maturity exchange rate thousands of euro EUR/SEK 17,466,336 11.64 19-1-2024 70
2022 Average Fair value Currency Sell Maturity exchange rate thousands of euro EUR/GBP 1,316,869 0.87 3-2-2023 19 EUR/AUD 14,194,800 1.55 12-5-2023 276 EUR/USD 2,500,055 1.00 20-1-2023 164 DKK/SEK 11,247,823 1.43 30-12-2024 43 EUR/NZD 2,108,544 1.69 23-2-2023 -6 Average Fair value Currency Buy Maturity exchange rate thousands of euro EUR/SEK 21,935,601 10.94 2-2-2023 -28
Consistent with prior year, all foreign exchange contracts held by the Group as of the end of 2023 have been
designated and effectively serve as cash flow hedges. The variations in their fair value over the course of 2023,
totaling 0.1 million euros after taxes (0.2 million in 2022), have been deferred in equity.
It is significant to note that no ineffectiveness in these hedges has been recorded, indicating a precise alignment
between the hedging strategies employed and their intended financial outcomes.
ANNUAL REPORT 2023 141
Interest rate risk
The Group employs derivative financial instruments as a strategic measure to mitigate the risk of adverse
fluctuations in interest rates. It is a strict policy of the Group that derivative instruments are not held for
speculative or trading purposes, ensuring that their use is firmly aligned with risk management objectives.
Financing activities within the JENSEN-GROUP are centralized within the treasury department. This centralization
facilitates the Group's adherence to its hedging policy by utilizing Interest Rate Swaps (IRS). Such an approach
enhances the efficiency and effectiveness of the Group's financial management practices, ensuring coherent and
unified oversight of its hedging strategies and financial risk exposures.
In relation to interest-bearing financial liabilities, the table provided indicates their effective interest rates as of
the balance sheet date, alongside the maturity periods or the intervals at which these liabilities are due for
rollover. It is important to note that for balances maturing within the next 12 months, their due amounts are
equivalent to their carrying balances, as the effect of any discounting is considered negligible.
2023 > 1 > 3 Effective Carrying month months < 1-5 > 5 (in thousands of euro) < 1 month interest rate amount < 3 12 years years months months FLOATING RATE CNY 3.94% - 5.0% 14,404 9,655 153 458 4,138 0 Total floating 14,404 9,655 153 458 4,138 0 FIXED RATE EUR 1.32% - 2.28% 18,515 183 366 1,646 14,316 2,005 DKK1 0.44% -1.5% 5,703 26 51 232 1,336 4,059 Total Fixed 24,218 208 417 1,877 15,652 6,064 FACTORING EUR 3,708 139 279 1,255 2,034 0 Total 42,330 10,003 848 3,591 21,824 6,064 1: Includes both loans at fixed rates and loans at floating rate covered by IRS. 2022 > 1 > 3 Effective interest Carrying month 1-5 > 5 (in thousands of euro) < 1 month months < rate amount < 3 years years 12 months months FLOATING RATE EUR 1.15% - 3,44% 5,584 3,084 0 0 2,500 0 CNY 3.94% - 4.8% 8,143 2,426 163 489 5,065 0 Total floating 13,727 5,510 163 489 7,565 0 FIXED RATE EUR 1.22% - 2.0% 29,134 0 513 11,542 15,695 1,384 DKK1 0.44% -1.5% 6,035 26 54 245 1,356 4,354 Total Fixed 35,169 26 567 11,787 17,051 5,738 FACTORING EUR 3,655 76 151 682 2,746 0 Total 52,551 5,612 881 12,958 27,362 5,738 1: Includes both loans at fixed rates and loans at floating rate covered by IRS.
142 ANNUAL REPORT 2023
The following table sets out the conditions of the interest rate swaps:
2023 Fair value Curr SWAP amount Fixed interest Maturity thousands of euro DKK 14,083,848 0.44% 30-12-2039 307 TOTAL in EUR 1,889,714 307 2022 Fair value Curr SWAP amount Fixed interest Maturity thousands of euro DKK 14,972,800 0.44% 30-12-2039 418 TOTAL in EUR 2,013,420 418
Consistent with prior year, the interest rate swaps held by the company are designated and effective as cash flow
hedges. Throughout 2023, the variations in their fair value, which amounted to 0.2 million euros after taxes (0.3
million euro in 2022), have been deferred in equity. This accounting treatment reflects the company's strategy to
manage interest rate exposure and aligns with hedge accounting principles. Significantly, no ineffectiveness in
these hedging activities has been recorded, indicating a precise match between the hedging instruments used and
the underlying exposure.
As disclosed in the above table, 14.4 million euro of the Group’s interest-bearing financial liabilities bear a variable
interest rate. This amount does not include the 1.9 million EUR loan that is covered by an interest rate swap.
The Group estimates that the reasonably possible change of the market interest rates applicable to its floating
rate debt is as follows:
Possible rates at (in thousands of Carrying Effective December 31, euro) amount interest rate 2023 CNY 14,404 3.94% - 5.0% 2.88% - 6.06% Total in EUR 14,404
Considering the reasonably possible fluctuation in the market interest rate as described and applying this to our
floating rate debt as of December 31, 2023while keeping all other variables constantit is estimated that the
profit for 2023 could have been 0.5 million euros lower or higher. This projection underscores the sensitivity of
our financial performance to changes in interest rates, highlighting the potential impact on our profitability due to
variations in the cost of our floating rate debt. This analysis is crucial for understanding the financial risks
associated with interest rate movements and for informing our risk management strategies.
ANNUAL REPORT 2023 143
Credit risk
Credit risk represents the risk that a party involved in a financial instrument will fail to fulfil their obligation,
leading to a financial loss for the other party.
In managing credit risk, our policy leverages historical data concerning overdue trade receivables. In addition to
this retrospective analysis, as articulated in our valuation policies, we incorporate forward-looking information to
gain a comprehensive view of potential credit risks.
Aligned with the Group's credit policy, customers undertaking projects are mandated to either make an advance
payment or provide a form of guarantee, such as Letters of Credit (L/C) or bank guarantees. This requirement is
part of our due diligence process, where we assess the creditworthiness of both new customers and existing
customers whose purchasing volumes increase. This comprehensive approach ensures that we effectively manage
and mitigate credit risk, safeguarding the Group's financial health and stability.
Consolidated ageing schedule of the trade receivables ST
2023 > 60 days < > 90 days < > 120 days (in thousands of euro) Current < 60 days 90 days 120 days Total overdue overdue overdue Outstanding trade receivables 71,062 10,194 4,324 3,304 11,378 100,622 Collateral held as security 0 Net exposure 71,062 10,194 4,324 3,304 11,378 100,622 Provisions accounted for -3,475 Total 97,147 2022 > 60 days < > 90 days < > 120 days (in thousands of euro) Current < 60 days 90 days 120 days Total overdue overdue overdue Outstanding trade receivables 56,759 7,995 2,135 1,787 6,712 75,388 Collateral held as security 0 Net exposure 56,759 7,995 2,135 1,787 6,712 75,388 Provisions accounted for -2,506 Total 72,882
Balances that are due within the upcoming 12 months are recorded at their carrying balances, as the effect of
discounting these amounts is deemed to be not significant.
Trade debtors and other receivables are presented in the balance sheet at their amortized cost, which typically
equates to the original invoiced amount, adjusted for an allowance for expected credit losses.
144 ANNUAL REPORT 2023
Given the project-based nature of our operations and the notable concentration of accounts receivable/contract
assets related to individually significant projects within the Group, allowances for both incurred and future
expected losses are determined on an individual project basis.
This approach, however, incorporates aggregated historical data regarding past experiences with similar clients.
This method ensures a balanced and informed assessment of credit risk, reflecting both specific project risks and
broader trends observed with similar engagements.
In the application of IFRS 9, the JENSEN-GROUP exercises significant judgement in determining the realizable
value of trade receivables. The Group adopts the simplified approach prescribed by IFRS 9 for measuring expected
credit losses, which mandates a lifetime expected loss allowance for all trade receivables. In calculating the
lifetime expected credit losses, the JENSEN-GROUP considers factors such as the likelihood of default and the
exposure at the time of default. This evaluation includes an estimation of potential recoveries through credit
insurance and the effectiveness of other forms of collateral.
The historical credit loss experience with individual customers is regularly reviewed and updated as necessary to
account for any disparities between current and expected economic conditions compared to those experienced
historically.
Beyond the provisions for expected credit losses (ECL) derived from historical data and future projections, the
Group also acknowledges exposures that are managed on an individual basis. These are recognized separately to
the extent that they are not addressed by the ECL model, ensuring a comprehensive approach to managing and
mitigating credit risk in line with the requirements of IFRS 9.
The roll forward of the provision for doubtful debtors is set out below:
(in thousands of euro) Provision for doubtful debtors at the end of 2022 2,506 Additions 1,307 Reversals -321 Exchange difference -17 Provision for doubtful debtors at the end of 2023 3,475
In 2023, there was a reversal of impairments on trade receivables, attributed to the receipt of payments from
customers. Concurrently, due to an increase in the outstanding balances of accounts receivable, the provision for
potential credit losses saw an augmentation of 0.7 million euros. This adjustment reflects a nuanced approach to
managing the credit risk associated with receivables, balancing the positive impact of recovered funds against the
necessity to account for increased exposure due to higher outstanding balances. Additionally, a reclassification
from the provision for take-back obligations by 0.5 million euro impacted the doubtful debtor accounts, this has
no impact on the profit and loss statement.
There are no customers with a concentration of more than 10% of the total outstanding receivables.
ANNUAL REPORT 2023 145
The JENSEN-GROUP's major financial institution partners are Nordea, KBC and Nykredit. Their bank credit ratings
(S&P) as per December 31, 2023 are:
- Nordea: AA-
- KBC: A+
- Nykredit: AA-
Liquidity risk
Liquidity risk refers to the risk that an entity will encounter difficulties in meeting its financial obligations as they
come due because of an inability to liquidate assets or obtain adequate funding in a timely manner.
The Group addresses liquidity risk through the strategic management of its financial resources, ensuring the
availability of adequate cash reserves and borrowing facilities. This involves a vigilant monitoring of both
forecasted and actual cash flows, alongside a careful alignment of the maturity profiles of its financial assets and
liabilities (Note 9). By adopting this approach, the Group aims to maintain financial stability and ensure it can
meet its obligations as they arise.
The main drivers of cash inflows for the Group are derived from its operational activities, complemented by a
capital increase executed in 2023 (Note 19). This approach highlights the Group's dedicated focus on maintaining
robust liquidity management practices. By leveraging both the revenue generated from its business operations
and strategic financial activities such as capital increases, the Group ensures the availability of necessary funds to
support its ongoing operations and secure its financial well-being.
146 ANNUAL REPORT 2023
Note 21: Discontinued operations
The results classified as a loss from discontinued operations, which include assets held for sale amounting to 0.5
million euros, pertain to the former Cissell building in Kentucky, associated with the previous CLD activities.
Additionally, the costs related to this building, totaling 0.1 million euros, are accounted for within the results from
discontinued operations.
ANNUAL REPORT 2023 147
Note 22: Related party transactions
Shareholder structure
The shareholders of the Company as per December 2023 are:
(*) Share buy back program
Transparency notifications
During 2023, JENSEN-GROUP NV received following notifications:
- a notification from JENSEN Invest A/S informing about the passive crossing of a threshold.
As the JENSEN-GROUP NV issued 1,926,282 new shares on April 3, 2023, the percentage of voting rights
owned directly or indirectly by JENSEN Invest A/S decreased from 54.4% to 44.8% of the voting rights in the
Company and, thus, crossed the 45% threshold downwards;
- two notifications from Miura Co. Ltd informing about (i) the crossing of a threshold because of the
acquisition of voting securities of the JENSEN-GROUP NV on April 3, 2023, Miura Co. Ltd holds 1,926,282
shares in the JENSEN-GROUP NV. The share ownership of Miura Co. Ltd amounted to 19.77% of the voting
rights in the Company and, thus, crossed the 15% threshold, and (ii) the passive crossing of a threshold.
Due to the cancellation of treasury shares on May 16, 2023, by the JENSEN-GROUP NV, the share
ownership of Miura Co. Ltd amounts to 20% of the voting rights in the Company and, thus, crossed the 20%
threshold;
- and a notification from Lazard Frères Gestion SAS informing about a passive crossing of a threshold.
As the JENSEN-GROUP NV issued 1,926,282 new shares on April 3, 2023, the percentage of voting rights
owned by Lazard Frères Gestion SAS decreased to 4.71% of the voting rights in the Company and, thus,
crossed the minimum 5% threshold downwards.
44.2%
0.2%
20.0%
35.6%
JENSEN Invest A/S
JENSEN-GROUP NV (*)
Miura Co Ltd
Free float
148 ANNUAL REPORT 2023
Key management compensation
December 31, December 31, In thousands of euro 2023 2022 Fees paid to Board members 336 297 Gross salaries paid to senior managers 2,382 2,415 Basic remuneration 897 840 Invoiced services 836 807 One-year variable remuneration 570 698 Fixed expenses 30 29 Fringe benefits 19 18 Pension plan 31 23
For more details on the remuneration of senior management, we refer to the Remuneration Report included in
the Report of the Board of Directors.
Companies accounted for using the equity method
December 31 December 31 In thousands of euro 2023 2022 Companies accounted for using the equity method 49,764 5,573
The companies that are accounted for using the equity method, represent the valuation of the participations in
Tolon and Inax Corporation (recognized from April 3, 2023, onwards). This accounting approach reflects the
Group's investment strategy and its relationship with these entities. Under the equity method, the Group
recognizes its share of the profits or losses of these investee companies in its financial statements, adjusting the
carrying amount of the investments accordingly.
Roll-over of the companies accounted for using the equity method December 31 December 31 In thousands of euro 2023 2022 Companies accounted for using the equity method at the end 5,573 4,829 of the year Acquisition of Inax 42,374 0 Share in the result 2,141 986 Hyperinflation capital & retained earnings 3,266 324 Translation differences -3,589 -566 Companies accounted for using the equity method at the end 49,764 5,573 of the year Share in the result of associates accounted for using equity method Net income December 31 December 31 thousands of euro 2023 2022 Tolon 2,615 2,781 Inax Corporation 3,680 0 Subtotal 6,295 2,781 Hyperinflation -1,926 -769 Percentage of ownership 49% 49% Total 2,141 986
ANNUAL REPORT 2023 149
Tolon
On January 29, 2016, JENSEN-GROUP acquired an equity stake of 30% in TOLON GLOBAL MAKINA Sanyi Ve Tikaret
Sirketi A.S., Turkiye and agreed to acquire in total an additional 19% of the shares over the coming three years.
In 2017, the JENSEN-GROUP increased its shareholding by 6.33% to 36.33%, in 2018 by another 6.33% to 42.66%
and finally in 2019 by 6.34% to 49%.
As the JENSEN-GROUP holds less than 50% of TOLON, this participation is consolidated by the equity method.
- Net income per end of December 2023 (excluding hyperinflation) amounts to 2.6 million euro, compared to
2.8 million euro per end of December 2022 (excluding hyperinflation).
- Revenue per end of December 2023 amounts to 31.1 million euro, compared to 26.7 million euro per end of
December 2022.
Hyperinflation
The Group applies IAS29 (Financial Reporting in Hyperinflationary Economies) for the consolidation of its Turkish
subsidiaries. For the application of this standard, and to restate the income statements and non-monetary assets
and liabilities at December 31, 2023, we used the producer price index (PPI) "PPI.ITUR" as from January 2005,
published by the Turkish Statistical Institute (Turkstat):
PPI as per 31.12.2022 is 2'021.19
PPI as per 31.12.2023 is 2'915.02
The impact on the share in the result for the year 2023 of the revaluation was a cost of 0.9 million euro,
including an impact of the revised calculation by 0.6 million euro for two additionally identified non-monetary
assets. The hyperinflation increased the equity (before result allocation) by 6.7 million euro, of which 3.3
million (49%) is attributable to the Group. In previous year, the impact of the first-time application of IAS 29
(for the financial year ended December 31, 2022, resulted in a loss of 0.4 million euro in the Group's income
statements, and a modest decrease of the companies accounted for under equity method (participations) by
0.05 million euro.
Inax
On April 3, 2023, JENSEN-GROUP acquired 49% of the shares of Inax Corporation (“Inax”), a Japanese wholly
owned subsidiary of MIURA via the issuance of shares of JENSEN-GROUP NV (Note 9). As the JENSEN-GROUP holds
less than 50%, this participation is consolidated by the equity method.
- Valuation per end of March 2023 amounts to 42.4 million euro,
- Net income for the first nine months (including depreciations on the purchase price allocation ('PPA'))
amounts to 3.7 million euro.
- Revenue for the first nine months amounts to 77.7 million euro.
- Impact of the additional depreciation charge following the PPA amounts to 0.9 million euro.
For more information about the acquisition-date fair value of the total consideration transferred, see note 23.
150 ANNUAL REPORT 2023
Non-controlling interests
In 2016, the JENSEN-GROUP and Veins Holding BV have joined forces to form a new company, Gotli Labs AG. As
the JENSEN-GROUP has de jure control over Gotli Labs AG (over 50% of the shares), this participation is fully
consolidated. Contractually, JENSEN-GROUP is entitled to 40% of the results, with the other 60% shown in the
income statement as “income attributable to non-controlling interest”.
On January 2, 2018, JENSEN-GROUP acquired an equity stake of 30% in Inwatec ApS (Denmark), with the option to
increase its shareholding between 2020 and 2023. On March 26, 2021, the JENSEN-GROUP increased its
shareholding in Inwatec ApS from 30% to 70%. As the JENSEN-GROUP holds 70%, the participation is consolidated
by the full consolidation method as from March 26, 2021. Before that date, the participation was consolidated by
the equity method.
December 31 December 31 In thousands of euro 2023 2022 Result attributable to non-controlling interest 277 100 Equity part of NCI 1,896 1,743
The Group is not aware of any restrictions to transfer funds in the form of cash and dividends, even as no
commitments or contingent liabilities related to the interest in the joint ventures and associates.
For the legal structure, we refer to note 26.
ANNUAL REPORT 2023 151
Note 23: Acquisitions
Inax
On April 3, 2023, JENSEN-GROUP acquired 49% of the shares of Inax Corporation (“Inax”), a Japanese wholly
owned subsidiary of MIURA via the issuance of shares of JENSEN-GROUP NV (see note 6). Inax is serving heavy-
duty laundries as well as large on-premises laundries mainly in Japan. The partnership will make the JENSEN-
GROUP a key partner for Inax, one of the main manufacturing and distribution companies for heavy-duty laundry
equipment in Japan.
The table below gives an overview of the acquisition-date fair value of the total consideration transferred and the
remaining amount of goodwill recognized as part of the investment:
March 31, 2023 March 31, 2023 (in thousands of (in thousands of JPY) EUR) Order backlog 113,000 780 Brand name 972,000 6,711 Customer relationships 4,192,000 28,944 Fair value real estate 166,203 1,148 Other non-current assets 2,668,223 18,423 Current assets 7,418,657 51,223 Non-current liabilities -2,525,768 -17,440 Current liabilities -6,445,445 -44,504 NET ASSETS ACQUIRED 6,558,870 46,344 Goodwill (100%) 5,965,130 41,187 Contribution value (100%) 12,524,000 86,474 Contribution value via issuance of new shares (49%) 6,136,760 42,374
Consideration / contribution value
The consideration transferred for the investment in Inax Corporation is the contribution value based upon
enterprise value of 75 million euro (for 100% of the shares) on a cash-free/debt-free basis. The value of the
contribution in kind and the number of shares issued in consideration was determined four business days prior to
the closing of the transaction. The final contribution value was settled post-closing in cash by the end of
September 2023, based upon the actual amounts of cash, debt and net working capital as at March 31, 2023.
Resulting in a modest correction of the initial contribution value of 42,365 thousand euro as reported in our half-
year financial information.
Fair value estimations
- The fair value of the brand name of Inax is determined via the relief from royalty method and is amortised
over a period of ten years.
- The customer relationships were determined via the multi-period excess earnings ('MEEM') method for
estimating the fair value of the customer relationships, there useful live is assessed as a period of 18 years.
The discount rate was based upon the WACC, with an additional premium of 1%.
152 ANNUAL REPORT 2023
- The land and building were subject to a market valuation performed by and external real estate advisor, the
cost approach was applied as valuation method. The useful life is 20 years.
Ole Almeborg
On October 15, 2023, JENSEN Denmark A/S, a Danish subsidiary of the JENSEN-GROUP, acquired Ole Almeborg
A/S. This participation is consolidated under the full consolidation method as from October 15, 2023.
The table below gives an overview of the acquisition-date fair value of the total consideration transferred and the
remaining amount of goodwill recognized as part of the investment:
October 15, 2023 October 15, 2023 (in thousands of (in thousands of DKK) EUR) Fair value real estate 20,587 2,760 Other non-current assets 5,230 701 Current assets 35,540 4,765 Non-current liabilities -6,047 -811 Current liabilities -13,648 -1,830 NET ASSETS ACQUIRED 41,162 5,519 Goodwill (100%) 10,730 1,439 Consideration paid 51,892 6,958
Consideration
The consideration transferred for the investment in OA is based upon enterprise value of 30 million DKK on a cash-
free/debt-free basis.
Fair value estimations
- The land and building were subject to a market valuation performed by and external advisor, the cost
approach was applied as valuation method. The useful life is 20 years.
Goodwill
The calculated goodwill has been mainly allocated as an definite intangible asset, this intangible asset is subject to
amortization over a period of 10 years.
ANNUAL REPORT 2023 153
Note 24: Non-audit fees
The statutory Auditor is Deloitte BV, represented by Mrs. Charlotte Vanrobaeys.
The Statutory Auditor and its network received worldwide fees of 540,770 euros (excl. VAT) for auditing the
statutory accounts of the various legal entities and the consolidated accounts of the JENSEN-GROUP. Apart from
its mandate, the Statutory Auditor and its network received during 2023 additional fees of 106,058 euros (excl.
VAT) for non-prohibited services, and that was invoiced to the JENSEN-GROUP NV. The Company has appointed a
single firm for the audit of the consolidated financial statements.
Note 25: Events after the Balance Sheet date
There are no significant after balance sheet events.
154 ANNUAL REPORT 2023
Note 26: Legal structure
ANNUAL REPORT 2023 155
Note 27: Consolidation scope as at December 31, 2023
Consolidated companies
Registered office
Participation percentage
Belgium
JENSEN-GROUP NV
Neerhonderd 33
9230 Wetteren
Parent Company
TOLON Europe BV
Neerhonderd 33
9230 Wetteren
49%
Australia
JENSEN Laundry Systems Australia
PTY Ltd.
Unit 16, 38-46 South Street
Rydalmere NSW 2116
100%
Austria
JENSEN Austria Holding GmbH
Reinhartsdorfgasse 9
2324 Schwechat-Rannersdorf
100%
JENSEN ÖSTERREICH GmbH
Reinhartsdorfgasse 9
A-2324 Schwechat-Rannersdorf
100%
Brazil
JENSEN-GROUP BRASIL COMERCIO E
SERVICOS DE EQUIPAMENTOS DE
LAVANDERIA LTDA
Rua Aparecida José Nunes de
Campos 19
CEP 18087-089, Jardim do Paço,
Sorocaba-SP
100%
China
JENSEN Industrial Laundry
Technology (Xuzhou) Co., Ltd
Phoenix Avenue,
Xuzhou Clean Technology Zone
221121 Xuzhou,
Jiangsu Province,
P.R. China
100%
Denmark
JENSEN Industrial Group A/S
Industrivej 2
3700 Rønne
100%
JENSEN Denmark A/S
Industrivej 2
3700 Rønne
100%
Ole Almeborg A/S
Svalhøjvej 15
3790 Hasle
100%
Inwatec ApS
Hvidkærvej 30
5250 Odense SV
70%
156 ANNUAL REPORT 2023
France
JENSEN France SAS
2 “Village d’entreprises”
ZA de la Couronne des Près
Avenue de la Mauldre
78680 Epône
100%
Germany
JENSEN GmbH
Jörn-Jensen-Straβe 1
31177 Harsum
100%
JENSEN Components GmbH
Ludwig-Erhard-Strasse 18
30982 Pattensen
100%
Italy
JENSEN Italia s.r.l.
Strada Provinciale Novedratese 46
22060 Novedrate
100%
Japan
JENSEN Japan Co., Ltd.
4-9-1-203 Imagawa, Urayasu-city
279-0022 Japan
100%
Inax Corporation
5-1-11, Osaki, Shinagawa-ku,
Tokyo, 141-0032 Japan
49%
Middle East
JENSEN Industrial Laundry Systems
M.E. DMCC
JENSEN Industrial Laundry Systems
M.E. DMEE
Unit No: 204 Fortune Tower Plot
No: JLT-PH1-C1A Jumeirah Lakes
Towers
Dubai
UAE
100%
Norway
JENSEN NORGE AS
Østensjøveien 36
0667 OSLO
100%
New Zealand
JENSEN New Zealand Ltd
C/- MinterEllisonRuddWatts
15 Customs Street
Auckland Central 1010
100%
ANNUAL REPORT 2023 157
Singapore
JENSEN Asia PTE Ltd.
No. 6 Jalan Kilang #02-01
Dadlani Industrial House
Singapore 159406
100%
Spain
JENSEN Spain S.L.
Calle Energia, 34
Poligono Famades
ES-08940 Cornella de Llobregat
(Barcelona)
100%
Sweden
JENSEN Sweden AB
Företagsgatan 68
504 94 Borås
100%
JENSEN Sweden Holding AB
Box 363
503 12 Borås
100%
Switzerland
JENSEN AG Burgdorf
Buchmattstrasse 8
3400 Burgdorf
100%
JENSEN Holding AG
Buchmattstrasse 8
3400 Burgdorf
100%
GOTLI Holding
Industriestrasse 51
6312 Steinhausen
51%
GOTLI Labs AG
Industriestrasse 51
6312 Steinhausen
51%
Turkiye
TOLON GLOBAL MAKINA Sanyi Ve
Tikaret Sirketi A.S.
A.O.S.B. 10007. Sk. No:9 Çiğli,
İzmir
49%
TOLON EXPORT MAKİNE TİCARET
A.Ş.
10007 SOK. NO:9 AOSB ÇİĞLİ
İzmir
49%
United Kingdom
JENSEN UK Ltd.
Unit 5, Network 11
Thorpe Way Industrial Estate
Banbury, Oxfordshire OX16 4XS
100%
158 ANNUAL REPORT 2023
United States of America
JENSEN NA Inc.
Corporation Trust Center
Orange Street 1209
Wilmington - Delaware
100%
JENSEN USA, Inc.
Aberdeen loop 99
Panama City, FL 32405
100%
831 South 1st Street, Inc.
831 South 1st Street
Louisville, KY 40203
100%
Tolon US
Aberdeen loop 99
Panama City, FL 32405
49%
ANNUAL REPORT 2023 159
SUMMARY STATUTORY FINANCIAL STATEMENTS
JENSEN-GROUP NV
160 ANNUAL REPORT 2023
Summary balance sheet of JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2023
2022
Fixed assets
139,629
96,899
Intangible fixed assets
197
0
Tangible fixed assets
396
238
Financial fixed assets
139,035
96,661
Current assets
51,806
37,780
Stocks and contracts in progress
1,418
4,448
Amounts receivable within one year
7,089
4,454
Own shares
499
1,591
Cash at bank and on hand
42,748
27,188
Deferred charges and accrued income
52
99
TOTAL ASSETS
191,435
134,679
Financial year ended
31 December
31 December
(in thousands of euro)
2023
2022
Capital and reserves
*
164,086
100,222
Capital
38,280
30,710
Share premium account
67,590
5,814
Treasury shares
499
1,591
Reserves
3,316
3,071
Accumulated profits
54,400
59,036
Provisions and deferred taxes
443
199
Provisions for liabilities and charges
443
199
Long-term debts
10,000
10,000
Bank loans
10,000
10,000
Short-term debts
16,906
24,258
Financial debts
0
10,000
Amounts payable within one year
16,811
13,535
Accrued charges and deferred income
95
723
TOTAL LIABILITIES
191,435
134,679
ANNUAL REPORT 2023 161
Summary income statement of JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2023
2022
Operating income
25,032
17,229
Turnover
25,888
15,147
Finished goods and contracts in progress: increase
(decrease)
-3,237
834
Other operating income
2,381
1,248
Operating charges
-24,707
-16,713
Raw materials, consumables and goods for resale
-12,715
-7,551
Services and other goods
-8,959
-7,259
Remuneration, social security and pensions
-2,536
-2,278
Depreciation
-135
-98
Write-downs
19
15
Provisions for liabilities and charges
-244
534
Other operating charges
-138
-76
Operating profit
325
516
Financial result
5,523
3,662
Financial income
5,222
4,213
Financial charges
301
-551
Result for the year before taxes
5,548
4,178
Income taxes
-395
-57
Result for the year
5,152
4,121
Appropriation result JENSEN-GROUP NV
Financial year ended
31 December
31 December
(in thousands of euro)
2023
2022
Profit to be appropriated
64,189
64,481
Profit (loss) for the period available for appropriation
5,152
4,121
Profit (loss) brought forward
59,037
60,360
Appropriations to capital and reserves
2,589
1,591
to legal reserves
257
0
to reserves for own shares
2,332
1,591
Result to be carried forward
-54,387
-59,036
Profit to be carried forward
54,387
59,036
Distribution of profit
-7,212
-3,853
Dividends
-7,212
-3,853
2023
2022
(in euro)
(12 months)
(12 months)
Current profit per share after taxes
(1)
0.56
0.53
Number of shares outstanding (average)
9,150,330
7,786,615
Number of shares outstanding (yearend)
9,616,286
7,758,946
(1)
The current profit after tax is the same as the net profit excluding extraordinary gains and losses (both adjusted for taxes).
162 ANNUAL REPORT 2023
Statutory financial statements of JENSEN-GROUP NV
In accordance with article of the Belgian Companies’ and Associations’ Code, a summary version of the statutory
financial statements of JENSEN-GROUP NV is presented. These have been prepared in accordance with Belgian
Accounting Standards. The management report and statutory financial statements of JENSEN-GROUP NV and the
report of the Statutory Auditor thereon are filed with the appropriate authorities and are also available at the
Company’s registered offices.
The Statutory Auditor has issued an unqualified opinion on the statutory financial statements of JENSEN-GROUP
NV.
JENSEN-GROUP NV has both a holding function and a commercial function as the sales and service company for
the Benelux area.
On April 3, 2023, JENSEN-GROUP NV increased its capital by a contribution in kind (4.6 million euro) and a
contribution in cash (2.9 million euro). With both transactions, 1,926,282 new shares were create and the share
premium increased with 61.8 million euro. MIURA took a 20% shareholding in the JENSEN-GROUP and JENSEN-
GROUP took 49% shareholding In Inax.
At its meeting held on March 10, 2022, the Board of Directors decided to implement a program to buy back a
maximum of 781,900 or 10% of its own shares. In view of the transaction with MIURA, JENSEN-GROUP
announced on March 9, 2023 that the Board of Directors suspended the program. On May 16, 2023, the
shareholders approved the cancellation of 113,873 treasury shares. The Board of Directors of August 10, 2023
decided to re-launch the share repurchase program to buy back maximum 668,027 of its shares. The shares are
bought on the stock exchange by an investment bank mandated by the Board. The buy-back mandate expires on
May 18, 2026. As at December 31, 2023, the Company holds 15,122 treasury shares.
The Board of Directors proposes to the Annual Shareholders’ Meeting to approve a dividend of 0.75 euro per
share. The dividend proposal is based on net result of the Company at year-end. The dividend pay-out will amount
to 7,212,215 euro, based on the number of shares outstanding as at December 31, 2023. No dividend will be
distributed to the treasury shares.
The full version of the statutory financial statements of JENSEN-GROUP NV is available on the Company website
www.JENSEN-GROUP.com.
ANNUAL REPORT 2023 163
Valuation rules
The valuation rules are in accordance with the Royal Decree of April 29, 2019.
Financial fixed assets
Since JENSEN-GROUP NV has a holding function, we emphasize that, in accordance with our valuation rules and
accounting legislation in Belgium, financial fixed assets are valued at their initial acquisition price or paid-in
capital. Write-offs on the financial fixed assets are taken when they are deemed to be of a permanent nature. If it
appears that write-offs taken previously are no longer needed, they are reversed. Financial fixed assets are never
valued above acquisition price or paid-in capital.
Intangible fixed assets
The intangible fixed assets consist of goodwill that arises from the acquisitions of the distribution activity in the
Benelux. For statutory purposes, goodwill is amortized over a period of five years.
The issuance cost of the capital increase are amortized over a period of five years.
Tangible fixed assets
Tangible fixed assets are recorded at their acquisition value or construction cost, increased, where appropriate, by
ancillary costs. Tangible fixed assets are depreciated on a straight-line basis over their estimated useful life from
the month of acquisition onwards.
On tangible fixed assets, the depreciation rules are:
Caption
Rate
Infrastructure
10% - 20%
Installations, machinery and equipment
20%
Office equipment and furniture
20%
Vehicles
20%
Inventories and contracts in progress
Inventories are valued at the lower of cost or net realizable value. Cost is determined by the first-in, first-out
(FIFO) method. For produced inventories, cost means the full cost including all direct and indirect production costs
required to bring the inventory items to the stage of completion at the balance sheet date. Net realizable value is
the estimated selling price in the ordinary course of business, less the costs of completion and variable selling
expenses.
The Company uses the ‘percentage of completion method’ to determine the appropriate amount to recognize in a
given period. The stage of completion is measured by reference to the contract costs incurred up to the balance
sheet date as a percentage of total estimated costs for each contract. Costs incurred in the year in connection
with future activity on a contract are excluded from contract costs in determining the stage of completion. They
are presented as inventories, prepayments or other assets, depending on their nature.
Amounts receivable
164 ANNUAL REPORT 2023
Trade amounts receivable and other amounts receivable are carried at nominal value. Allowances are made to
amounts receivable where uncertainty exists as to the receipt or payment dates of the whole or a part of the
balance. Supplementary write-offs are also recorded where the realizable value at the balance sheet date is lower
than the carrying value.
Investments and cash at bank and in hand
Deposits with financial institutions are carried at nominal value. Write-downs are applied where the realizable
value at the balance sheet date is lower than the historical cost.
Provisions for liabilities and charges
Provisions for liabilities and charges are assessed on an individual basis to address the risks and future costs which
they are intended to cover. They are maintained only to the extent that they are required following an updated
assessment of the liabilities and charges for which they were created.
Amounts payable (after one year and within one year)
Amounts payable are carried at nominal value at the balance sheet date. The only elements which are recorded in
the accrued charges and deferred income accounts are charges payable at the balance sheet date in respect of
past or prior years.
Financial instruments
The Company uses derivative financial instruments to reduce its exposure to adverse fluctuations in interest rates
and foreign exchange rates. It is the Company’s policy not to hold derivative instruments for speculative or trading
purposes.
Derivative financial instruments are recognized initially at cost, their premium is amortized pro rata temporis. At
year-end, the financial instruments are measured at market value using the mark-to-market mechanism. The
unrealized losses are recognized in the income statement whereas the unrealized gains are deferred.
The hedged balance sheet positions (outstanding receivables and payables) are recorded at the hedging rate.
Treasury shares
The treasury shares are accounted for at lower of cost or market price at the balance sheet date.
ANNUAL REPORT 2023 165
General information
1. Identification
Name: JENSEN-GROUP NV
Registered office: Neerhonderd 33, 9230 Wetteren.
The Company was incorporated on April 23, 1990 and exists for an unlimited period of time.
The Company has the legal form of a “naamloze vennootschap/société anonyme” and operates under
Belgian Company Law.
The statutory purpose of the Company consists in the following, both in Belgium and abroad, on its own
behalf or in the name of third parties, for its own account or for the account of third parties:
Any and all operations related directly or indirectly or connected with the engineering, production,
purchase and sale, distribution, import, export and representation of laundry machines and
systems and the manufacture thereof;
Providing technical, commercial, financial and other services for affiliated businesses, including
commercial and industrial activities in support;
Obtaining an interest, in any manner, in any and all businesses that pursue the same, a similar or
related purpose or that are likely to further its own business or facilitate the sale of its products or
services, also cooperating or merging with these businesses and, in general, investing, subscribing,
purchasing, selling and negotiating financial instruments issued by Belgian or foreign businesses;
Managing investments and participations in Belgian or foreign businesses, including the standing
of sureties, guaranteeing bills, making payments in advance, loans, personal or material sureties
for the benefit of these businesses and acting as their proxy holder or representative;
Acting in the capacity of director, providing advice, management and other services for the benefit
of the management and other services for the benefit of other Belgian or foreign businesses, by
virtue of contractual relations or statutory appointment and in the capacity of external consultant
or governing body of any such business.
The Company may undertake both in Belgium and abroad, any and all industrial, trade, financial, bonds and stocks
and real property transactions that are likely to extend or further its business directly or indirectly or that are
related therewith. It may acquire any and all movable and real property items, even if these are related neither
directly nor indirectly to the Purpose of the Company.
It may obtain, in any manner, an interest in any and all associations, ventures, businesses or companies that
pursue the same, a similar or related purpose or that are likely to further its business or facilitate the sale of its
products or services, and it may cooperate or merge therewith.
166 ANNUAL REPORT 2023
The Company is registered in the Commercial Register of Ghent, section Dendermonde and is subject to
VAT under the number BE 0440.449.284
The Bylaws of the Company can be consulted at the registered office of the Company and on the Company
website www.jensen-group.com. The annual accounts are filed with the National Bank of Belgium.
Financial reports of the Company are published in the financial press and are also available on the
Company website www.jensen-group.com. Other documents that are publicly available and that are
mentioned in the reference document can be consulted at the registered office of the Company or on the
Company website www.jensen-group.com. The Annual Report of the Company is sent to any shareholder
who wish to receive it.
2. Share Capital
The registered share capital amounts to 38,280,396 euro and is represented by 9,631,408 shares without
nominal value. There are no shares that do not represent the share capital. All shares are ordinary shares;
there are no preference shares. The shares are dematerialized or registered shares, depending on the
shareholder’s preference. The dematerialized shares have been issued either by way of an increase of
capital or by exchanging existing registered or bearer shares for dematerialized shares. Each shareholder
may request the exchange of his/her shares either into registered shares or into dematerialized shares. At
least two directors will sign a share certificate. Signature stamps may replace the signatures.
Evolution of the share capital:
Date
Share capital
Currency
Number of shares
24/05/2002
42,714,560
euro
8,264,842
20/05/2008
42,714,560
euro
8,252,604
13/01/2009
42,714,560
euro
8,039,842
30/11/2011
42,714,560
euro
8,002,968
04/10/2012
30,710,108
euro
8,002,968
15/05/2016
30,710,108
euro
7,818,999
3/04/2023
38,280,396
euro
9,745,281
16/05/2023
38,280,396
euro
9,631,408
ANNUAL REPORT 2023 167
Annex I
Taxonomy-related templates
168 ANNUAL REPORT 2023
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering FY 2023
Code(s)
Turnover
Proportion of turnover 2023
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Minimum safeguards
Proportion of Taxonomy-aligned (A.1.)
or -eligible (A.2.) turnover, year 2022
Category enabling activity
Category transitional activity
Economic activities KEUR %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
N/A 0 0
Turnover of environmentally
sustainable activities (taxonomy-
aligned) (A.1.)
0 0 0
Of which enabling 0 0
Of which transitional
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities)
0 0
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Turnover of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
0 0 0
Turnover of Taxonomy-eligible
activities (A.1 + A.2)
0 0 0
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non eligible
activities
400,121 100
Total (A + B)*
400,121 100
* This amount equals the total revenue as disclosed on p.88 in the JENSEN-GROUP Annual Report 2023.
Substantial contribution criteria
DNSH criteria ("Does Not
Signifcantly Harm")
ANNUAL REPORT 2023 169
Proportion of Capex from products or services associated with Taxonomy-aligned economic activities - disclosure covering FY 2023
Code(s)
Capex
Proportion of Capex 2023
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Minimum safeguards
Proportion of Taxonomy-aligned (A.1.) or
-eligible (A.2.) Capex, year 2022
Category enabling activity
Category transitional activity
Economic activities KEUR %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N; N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable ac tivities
(Taxonomy-aligned)
0 0
Capex of environmentally sustainable
activities (taxonomy-aligned) (A.1.)
0 0 0
Of which enabling 0 0
Of which transitional
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Transport by motorbikes, passenger cars
and light commercial vehicles
CCM/CCA
6.5
2,350 26
EL EL N/EL N/EL N/EL N/EL
23
Renovation of existing buildings
CCM/CCA
7.2 & CE
3.2
556 6
EL EL N/EL EL N/EL N/EL
38
Installation, maintenance and repair of
energy efficiency equipment
CCM/CCA
7.3
65 1
EL EL N/EL N/EL N/EL N/EL
0
Installation, maintenance and repair of
charging stations for electric vehic les in
buildings (and parking spaces attached to
buildings)
CCM/CCA
7.4
1 0
EL EL N/EL N/EL N/EL N/EL
0
Acquisition and ownership of buildings
CCM/CCA
7.7
2,886 32
EL EL N/EL N/EL N/EL N/EL
0
Capex of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
5,858 64 64 64 0 6 0 0 61
Capex of Taxonomy-eligible activities
(A.1 + A.2)
5,858 64 64 64 0 6 0 0 61
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
Capex of Taxonomy-non eligible activities
3,234 36
Total (A + B)*
9,092 100
* This amount equals the total CAPEX as disclosed on p.111 of the JENSEN-GROUP Annual Report 2023.
Substantial contribution criteria
DNSH criteria ("Does Not
Signifcantly Harm")
170 ANNUAL REPORT 2023
Proportion of Opex from products or services associated with Taxonomy-aligned economic activities - disclosure covering FY 2023
Code(s)
Opex
Proportion of Opex 2023
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Circular economy
Pollution
Biodiversity
Minimum safeguards
Proportion of Taxonomy-aligned (A.1.) or -
eligible (A.2.) Opex, year 2022
Category enabling activity
Category transitional activity
Economic activities KEUR %
Y; N;
N/EL
Y; N;
N/EL
Y; N; N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
0 0
Opex of environmentally sustainable
activities (taxonomy-aligned) (A.1.)
0 0 0
Of which enabling 0 0
Of which transitional
0 0
A.2. Taxonomy-eligible but not
environmentally sustainable activities (not
Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Transport by motorbikes, passenger cars
and light commercial vehicles
CCM/CC
A 6.5
33 0.45
EL EL N/EL N/EL N/EL N/EL
0
Opex of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
(A.2.)
33 0.45 0 0 0
Opex of Taxonomy-eligible activities
(A.1 + A.2)
33 0.45 0 0 0
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
Opex of Taxonomy-non eligible activities 7,330 99.55
Total (A + B)*
7,363 100.00
* This amount equals OPEX of the JENSEN-GROUP for the following categories: R&D, short-term leases, as well as maintenance and repair excluding overheads.
These costs are included in overall OPEX as disclosed on p.129 of the JENSEN-GROUP Annual Report 2023.
Substantial contribution criteria
DNSH criteria ("Does Not
Signifcantly Harm")
ANNUAL REPORT 2023 171
1
The undertaking carries out, funds or has exposures to research,
development, demonstration and deployment of innovative
electricity generation facilities that produce energy from nuclear
processes with minimal waste from the fuel cycle.
NO
2
The undertaking carries out, funds or has exposures to
construction and safe operation of new nuclear installations to
produce electricity or process heat, including for the purposes of
district heating or industrial processes such as hydrogen
production, as well as their safety upgrades, using best available
technologies.
NO
3
The undertaking carries out, funds or has exposures to safe
operation of existing nuclear installations that produce
electricity or process heat, including for the purposes of district
heating or industrial processes such as hydrogen production
from nuclear energy, as well as their safety upgrades.
NO
4
The undertaking carries out, funds or has exposures to
construction or operation of electricity generation facilities that
produce electricity using fossil gaseous fuels.
NO
5
The undertaking carries out, funds or has exposures to
construction, refurbishment, and operation of combined
heat/cool and power generation facilities using fossil gaseous
fuels.
NO
6
The undertaking carries out, funds or has exposures to
construction, refurbishment and operation of heat generation
facilities that produce heat/cool using fossil gaseous fuels.
NO
The JENSEN-GROUP has no main activity related to nuclear & fossil gas as stated in template 1 of the Gas and Nuclear disclosures.
Therefore, only template 1 has been included in the present report.
Standard templates for the disclosure referred to in Article 8(6) and (7)
The information referred to in Article 8(6) and (7) shall be presented as follows, for each applicable key performance indicator (KPI)
Template 1 Nuclear and fossil gas related activities
Nuclear energy related activities
Fossil gas related activities
172 ANNUAL REPORT 2023
Annex II
Conflict of Interest notices - excerpts from the minutes of the
meetings of the Board of Directors held on March 9, 2023, March
29, 2023, April 3, 2023 and August 10, 2023
" On March 9, 2023, at 3 p.m., the Board of Directors (hereinafter: “the Board”) of JENSEN-GROUP NV (hereinafter:
“the Company”) holds a meeting at the offices of law firm Jones Day at Regentschapsstraat 4 in 1000 Brussels,
Belgium.
The following Directors are present:
YquitY bv, represented by Mr. Rudy Provoost
SWID AG, represented by Mr. Jesper Munch Jensen
TTP bv, represented by Mr. Erik Vanderhaegen
Inge Buyse bv, represented by Mrs. Inge Buyse (by videoconference)
Mr. Jobst Wagner (by videoconference)
Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen (by videoconference)
The following invitees are attending:
Werner Vanderhaeghe bv, represented by Mr. Werner Vanderhaeghe, Esq. Company Secretary
Mr. Markus Schalch Chief Financial Officer
Mr. Paul Van Hooghten, Esq. Of Counsel, Jones Day (Part 2)
Mr. Filip Lozie - Partner, PwC (Part 2)
Mr. Provoost presides as Chair. Mr. Vanderhaeghe acts as Secretary. The Chair points out that notice
of the meeting was given by email of March 3, 2023, that all Directors are present, and that the meeting is
validly constituted.
The Chair points to the extended agenda of the present meeting, which includes several items in
connection with the approval of Project JIM that were previously outlined and explained to the Board at its
special meeting held on March 3, 2023. The Chair also mentions that in addition to Messrs. Vanderhaeghe and
Schalch, Messrs. Van Hooghten and Lozie will join the meeting for the discussion on the Project JIM items that
are listed in Part 2 of the agenda. Upon acknowledging that no Director makes any objections, the Chair then
proposes that the meeting consider the following items of business.
Part 1
Conflict of interest
The Chair informs the members of the Board that by letters dated March 3, 2023 and addressed to the
Chair with a copy sent to the Company’s statutory auditor, SWID AG and Cross Culture Research LLC gave
notice of a conflict of interest in relation to the items on the agenda referred to as “Part 1 -Proposal for
Dividend” and “Part 2 – Final approval of Project JIM”, while Mr. Wagner gave notice, by similar letter dated
March 3, 2023, of a conflict of interest in relation to the items “Part 1 - Proposal for Dividend and Proposal re-
ANNUAL REPORT 2023 173
election Directors” and “Part 2 – Final approval of Project JIM”. After the mentioned letters are handed over to
the Secretary for filing with the Board’s records, Mrs. Jensen and Messrs. Jensen and Wagner confirm that they
will abstain from the discussion and the vote relative to the items on the agenda in relation to which they have
notified a conflict of interest. All other members of the Board then confirm that they have no conflict of interest
in relation to any of the items on the agenda.
Following a brief review of the items on the agenda and of the various documents relative to these
items that were sent to the members of the Board, the Chair moves for a decision on the items that require
approval of the Board and after discussion, the Board proceeds as follows.
(…)
Report Board Committees Review and approval proposal Nomination and Remuneration Committee
of Remuneration Policy and Remuneration Report Proposal delegation of powers Proposal re-election
Directors
(…)
The Chair then refers to his report earlier in the present meeting on the proceedings of the Nomination
and Remuneration Committee and that Committee’s proposals for the re-election and election of Directors. The
Chair hereby first recalls for the members of the Board that the mandate of Mr. Wagner as a Director will
expire at the Annual Shareholders’ Meeting, that Mr. Wagner has expressed an intention to seek re-election
and that the Nomination and Remuneration Committee has made a proposal for his re-election. The Chair
confirms in this regard that under current law, the incumbent Director will maintain the qualification of non-
independent. Following a brief discussion of the Nomination and Remuneration Committee’s assessment of Mr.
Wagner’s credentials and track record on the Board and the Board Committees, the Chair moves for a decision
and the Board adopts the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, with Mr. Jobst Wagner
abstaining from the discussion and vote, to propose Mr. Jobst Wagner for re-election by the shareholders to the
Board of Directors for a term of 4 years and with the qualification of non-executive, independent Director;
resolves further to submit such proposal for approval by the shareholders at its Annual Meeting to be held on
May 16, 2023.”
(…)
Presentation and approval Financial Statements 2022 JENSEN-GROUP NV and Consolidated Accounts
2022 JENSEN-GROUP Preparation and approval of Report to Shareholders Preparation and approval of
Corporate Governance Statement - Proposal for dividend
The Chair reviews with the Board the draft financial statements of the Company and the consolidated
accounts of JENSEN-GROUP for the year ended as of December 31, 2022, the proposal for the Report to the
Shareholders on the Company’s and the JENSEN-GROUP’s activities in the course of 2022, and the proposal for
the payment of a dividend.
(...)
The Chair then recalls for the Board the discussion in the Audit and Risk Committee, as reported
earlier in the present meeting, on the proposed dividend payout in view of, inter alia, the cash position of the
Company. At the Chair’s suggestion, the Board resolves to adopt the following resolution:
(…)
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to approve the proposal for the
payment of a dividend to the Company’s shareholders in the amount of 0.5O Euro per share, payable as of May
31, 2023.”
174 ANNUAL REPORT 2023
(…)
Part 2 Final approval of Project JIM
At this point during the meeting, the Chair refers to his statement at the outset regarding the
final approval of Project Jim and, at the Chair’s invitation, Messrs. Van Hooghten and Lozie join the meeting.
The Chair then proposes that the meeting proceeds and consider the following items of business:
Conflict of interest
The Chair recalls for the members of the Board his statement at the outset of the present meeting that
by letters dated March 3, 2023 and addressed to the Chair with a copy sent to the Company’s statutory auditor,
SWID AG, Mr. Wagner and Cross Culture Research LLC gave notice of a conflict of interest in relation to the
items on the agenda referred to as “Part 2 – Final approval of Project JIM”. Mrs. Jensen and Messrs. Jensen and
Wagner then confirm that they will abstain from the discussion and the vote relative to the Part 2 items on the
agenda in relation to which they have notified a conflict of interest. All other members of the Board then
confirm that they have no conflict of interest in relation to any of the Part 2 items on the present agenda.
Approval of Project JIM in general and the Contribution Agreement and Joint Venture Agreement in
particular - interest of the Company - discussion of the BDO Fairness Opinion
(…)
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to approve Project JIM in general and
the Contribution Agreement and Joint venture Agreement in particular; resolves further that the vision,
strategy and valuation underlying this project as explained and outlined at the present meeting, is in the best
interest of the Company.”
Instruct PwC to prepare the reports regarding the two capital increases
The Chair refers to the presentations on Project JIM that were made earlier in the present meeting and
moves to adopt the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to instruct PwC as the Company’s
statutory auditor to prepare the reports, as required by the Company and Associations Code, in connection with
the purported capital increases by way of a contribution in kind and a contribution in cash respectively, as
outlined to the Board at this meeting.”
Approval of final press release related to Project JIM delegation of powers to amend press release as
needed
The Chair refers to the presentations on Project JIM earlier in the present meeting and moves to adopt
the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to approve the press release related
to Project JIM, as presented at the present meeting; resolves further that the Chairman and/or Mr. Erik
Vanderhaegen, each acting separately, are authorized to amend such press release if and when such
amendments are necessary and provided such amendments are not material.”
Suspension of the Share Buy-Back program - delegation of powers to instruct Bank Degroof after 5:30
PM (CET)
ANNUAL REPORT 2023 175
The Chair refers to the presentations on Project JIM earlier in the meeting and moves to adopt the
following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to suspend the Share Buy-Back
program, as proposed at the present meeting; resolves further that Mrs. Scarlet Janssens is authorized to
instruct Bank Degroof to that effect after 5:30 p.m. (CET).”
Decision to cancel prior to the Closing of Project JIM all treasury shares held by the
Company delegation of powers and proxies
The Chair refers to the presentations on Project JIM earlier in the present meeting and moves to adopt
the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch
Jensen, and Mr. Jobst Wagner abstaining from the deliberation and vote, to cancel prior to the closing of
Project JIM, all treasury shares held by the Company; resolves further that the Chairman and/or Mr. Erik
Vanderhaegen, each acting separately and with the power to subdelegate, are authorized to make any and all
arrangements and/or sign any and all documents in that respect.”
Convening of an extraordinary Board of Directors meeting on March 29, 2023 (or any other date in
March 2023 which will be communicated to the Directors) to proceed with the cancellation of treasury shares
(in the presence of notary Tim Carnewal - Berquin Notaries) - delegation of power to Mr. Erik Vanderhaegen to
perform all acts in this regard.
The Chair refers to the presentations on Project JIM earlier in the present meeting and moves to adopt the
following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch Jensen,
and Mr. Jobst Wagner abstaining from the deliberation and vote, to call a special meeting on March 29, 2023 (or
any other date in March which will be communicated to the directors) to proceed with the cancellation of the
treasury shares held by the Company; resolves further that Mr. Erik Vanderhaegen is authorized to make any and
all arrangements and/or sign any and all documents in that respect.”
(…)
There being no further business to discuss, the meeting adjourns at 6.25 p.m."
176 ANNUAL REPORT 2023
"On March 29, 2023, at 9 a.m., the Board of Directors (hereinafter: “the Board”) of JENSEN-GROUP NV
(hereinafter: “the Company”) holds a special meeting via videoconference by which all participants can see and
hear one another.
The following Directors are present:
YquitY bv, represented by Mr. Rudy Provoost
TTP bv, represented by Mr. Erik Vanderhaegen
The following Directors are represented:
Mr. Jobst Wagner (by proxy to TTP bv, dated March 28, 2023)
Inge Buyse bv, represented by Mrs. Inge Buyse (by proxy to TTP bv, dated March 28, 2023
The following Directors are excused:
SWID AG, represented by Mr. Jesper Munch Jensen
Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen
The following invitees are attending:
Werner Vanderhaeghe bv, represented by Mr. Werner Vanderhaeghe, Esq. Company Secretary
Mr. Markus Schalch Chief Financial Officer
Mr. Paul Van Hooghten, Esq. Of Counsel, Jones Day
Mr. Bruno Schroé, Esq. Associate, Jones Day
Mr. Provoost presides as Chair. Mr. Vanderhaeghe acts as Secretary. The Chair points out that notice of
the meeting was given by email of March 27, 2023, that a quorum of four Directors is present or represented, and
that the meeting is validly constituted.
The Chair points to the urgency of the present special meeting and to its agenda, which relates to the
follow-up and implementation of the Project JIM transactions that were previously approved by the Board at its
regular meeting held on March 9, 2023. The Chair also mentions that in addition to Messrs. Vanderhaeghe and
Schalch, Messrs. Van Hooghten and Schroé are attending the meeting for the purposes of the discussion and
decision on the Project JIM items that are listed on the agenda. Upon acknowledging that no Director makes any
objections, the Chair then proposes that the meeting consider the following items of business.
Part 1: Project JIM
Conflict of interest
The Chair informs the members of the Board that by a letter dated March 28, 2023 and addressed to the
Chair with a copy sent to the Company’s statutory auditor, Mr. Wagner gave notice of a conflict of interest in
relation to the item “Part 1 - Project JIM” on the agenda. The Chair requests the Company Secretary to file the
letter with the Board’s records and notes that Mr. Wagner has confirmed that he will abstain from the discussion
and the vote relative to the conflicted item. All other members of the Board, present or represented, then confirm
that they have no conflict of interest in relation to any of the items on the agenda.
Following a brief review of the agenda and of the various documents relative thereto that were sent to the
members of the Board, the Chair moves for a decision on the items that require approval of the Board and after
discussion, the Board proceeds as follows.
Approval of Addendum to the Contribution Agreement of Project JIM
ANNUAL REPORT 2023 177
At the invitation of the Chair, Mr. Van Hooghten (i) briefly explains for the members of the Board the issue
of the cancellation of treasury shares that has arisen since the previous Board meeting on March 9, 2023, and (ii)
outlines the provisions of the draft Addendum to the Contribution Agreement that was sent to the Board under
separate cover on March 28, 2023. Upon acknowledgement by the Board that the draft Addendum is subject to
further negotiation, the Chair then moves to adopt the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, with Mr. Jobst Wagner
abstaining from the discussion and vote, to approve the draft Addendum to the Contribution Agreement dated
28/03/2023 as presented to the Board at this meeting.”
Approval of the draft reports of the Board of Directors on the contribution in kind and the contribution in cash
At the request of the Chair, Messrs. Schalch and Van Hooghten present and comment on the valuation of
the contribution in kind, the cash contribution, and the issuance of new shares by the Company as set forth in the
draft reports of the Board dated March 27, 2023, that were sent with the notice of the present meeting. The Board
reviews these draft reports and in closing the discussion on the outcome of the various calculations, the Chair
moves to adopt the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, with Mr. Jobst Wagner
abstaining from the discussion and vote, to approve the draft Report by the Board of Directors on a capital
increase by contribution in kind and the draft Report by the Board of Directors on a capital increase by contribution
in cash, both dated April 3, 2023, as presented at this meeting and as annexed to the minutes of this meeting;
resolves further to approve (i) the contribution in kind valued at 42.526.026 Euro and the issuance of 1.181.279
new shares in consideration thereof, (ii) the contribution in cash fixed at 26.820.126 Euro and the issuance of
745.003 new shares in consideration thereof, and (iii) the issuance of a total of 1.926.282 new shares as result
thereof.”
Authorization of Messrs. Rudy Provoost and Erik Vanderhaegen
At the Chair’s suggestion, the Board adopts the following resolution:
“Upon a motion duly made, the Board of Directors resolves unanimously, with Mr. Jobst Wagner
abstaining from the discussion and vote, to authorize Messrs. Rudy Provoost and Erik Vanderhaegen to finalize the
draft Reports of the Board of Directors on the contribution in kind and on the contribution in cash, to finalize the
Addendum to the Contribution Agreement, to execute the final version of such documents on behalf of the Board
of Directors and, in general, to perform any and all acts necessary and/or useful in connection with the Closing of
Project JIM.”
Part II: Extraordinary General Shareholders’ Meeting
Decision to cancel treasury shares
The Chair refers to the discussion on item 2 of the agenda on the draft Addendum to the Contribution
Agreement of Project JIM. The Chair then moves for a decision and the Board resolves as follows:
“Upon a motion duly made, the Board of Directors resolves unanimously, but with SWID AG as
represented by Mr. Jesper Munch Jensen, Cross Culture Research LLC as represented by Mrs. Anne Munch Jensen,
who are excused, and Mr. Jobst Wagner abstaining from the deliberation and vote, and decides to annul all the
treasury shares issued by the Issuer (113,873 shares) (the “Treasury Shares”), subject to obtaining an authorization
from an extraordinary general meeting of shareholders of the Issuer provided for in the articles of association of
the Issuer and without prejudice to the ability of the extraordinary general meeting of the Issuer itself to
immediately decide to annul the treasury shares issued by the Issuer.”
(…)
178 ANNUAL REPORT 2023
There being no further business to discuss, the meeting adjourns at 9.50 a.m."
ANNUAL REPORT 2023 179
"On April 3, 2023 an extra-ordinary board meeting took place regarding the capital increase by contribution In
kind and the capital increase In cash:
FREE TRANSLATION
As of today, April 3, 2023. At 1000 Brussels, Regentschapsstraat 4. Before Peter VAN MELKEBEKE, notary in
Brussels (first canton), practicing in the company "BERQUIN NOTARISSEN", with its office at 1000 Brussels, Lloyd
Georgelaan 11,
THE FOLLOWING HAS CONVENED:
the board of directors (the “Board of Directors”) of the public limited company according to Belgian law "JENSEN-
GROUP", whose registered office is located at 9230 Wetteren, Neerhonderd 33, registered in the legal entities
register under number 0440.449.284, hereinafter referred to as the “Company”.
(…)
PRELIMINARY STATEMENT REGARDING CONFLICT OF INTEREST
Declaration and explanation about the nature of the conflict of interest
Before the board of directors commenced, (i) Cross Culture Research LLC, represented by Mrs. JENSEN Anne
Munch, (ii) SWID A.G., represented by Mr. JENSEN Jesper Munch, and (iii) Mr. WAGNER Jobst declared to the other
directors that they might have a direct or indirect financial interest conflicting with the interest of the company due
to the decisions that the board of directors needs to make regarding the agenda items.
The potential conflict of interest is related to the fact that they are, directly or indirectly, shareholders of the
Company, and the proposed resolutions have a significant impact on the shareholding and capital of the Company.
For this reason, these directors proposed to apply, where applicable, the procedure of article 7:96 of the
Companies and Associations Code. The Company's auditor will be informed in accordance with article 7:96 of the
Companies and Associations Code.
Description of the transaction, justification, and property rights consequences
As announced by the Company on March 9, 2023, JENSEN-GROUP NV and MIURA Co., LTD have reached an
agreement on a Joint-Venture where JENSEN-GROUP NV will acquire 49% of the shares of Inax Corporation, a
Japanese subsidiary of MIURA Co., LTD. MIURA Co., LTD will take a participation representing 20% of the voting
rights in JENSEN-GROUP NV by contributing 49% of the shares of Inax Corporation and a subsequent capital
increase in cash, both at a subscription price of EUR 36 per share. The current meeting of the board of directors is
to decide on these capital increases within the allowed capital.
180 ANNUAL REPORT 2023
The participation of JENSEN-GROUP NV in Inax Corporation makes, among other things, the Japanese market
much more accessible to the Company, and also strengthens the Company's position in Asia. The transaction thus
fully fits the growth strategy of the Company, and the Company expects synergies from a better knowledge of
Miura heat and water technology to further improve existing market capabilities.
The financial consequences consist of the company's equity being increased by a total amount of 69,346,152 euros,
of which 7,570,288.26 euros will be booked as capital and 61,775,863.74 euros will be booked as issue premium.
The total number of shares of the company will increase from 7,818,999 to 9,745,281. The 1,926,282 new shares
were issued at an issue price of EUR 36.
Notification in the annual report and in the auditor's report
In accordance with article 7:96 of the Companies and Associations Code, notification of this potential conflict of
interest will be made in the annual report of the Company and in the auditor's report of the Company regarding
the annual accounts.
Cross Culture Research LLC, represented by Mrs. JENSEN Anne Munch, SWID A.G., represented by Mr. JENSEN
Jesper Munch, and Mr. WAGNER Jobst do not participate in the deliberation or voting of this meeting. The
deliberation and voting take place among the other directors.
COMPOSITION OF THE MEETING
The Board of Directors of the Company is composed of the following persons:
The private company “Inge Buyse”, with its office at 9831 Sint-Martens-Latem, Pontstraat 88 and
company number 0464.136.387, permanently represented by Mrs. BUYSE Inge Juliette Marcel, residing at
9831 Sint-Martens-Latem, Pontstraat 88.
The private company “YQUITY”, with its office at 3000 Leuven, Arnould Nobelstraat 40, box 202 and
company number 0666.645.267, permanently represented by Mr. PROVOOST Rudy Serafien, residing at
3210 Linden, Slangenstraat 4.
The private company “TTP”, with its office at 1910 Kampenhout, Meerlaan 28 and company number
0883.135.411, permanently represented by Mr. VANDERHAEGEN Erik Desire Victorine, residing at 1910
Kampenhout, Meerlaan 28.
Presence - Representation The director mentioned above under 3 is present.
The director mentioned above under 2 participates in the deliberation and decision-making of the board of
directors via video conference. He verbally authorizes the director mentioned above under 3 to sign the deed on his
behalf.
The director mentioned above under 1 is represented by the director mentioned above under 3 who acts in the
capacity of special proxy holder pursuant to a private proxy attached to these minutes. (…)
ANNUAL REPORT 2023 181
Conflicts of Interest
The present or represented directors have declared they have no conflict of interest in the sense of article 7:96
and/or article 7:97 and/or article 7:200, 2° of the Companies and Associations Code concerning the transactions
described in the agenda.
The other three (3) directors, who are not present or represented, do not participate in the deliberation or voting
due to a potential conflict of interest, in accordance with article 7:96 of the Companies and Associations Code, as
set out above.
(…) CLOSING OF THE MEETING The meeting is adjourned.
182 ANNUAL REPORT 2023
On August 10, 2023, at 12.05 p.m., the Board of Directors of JENSEN-GROUP NV (hereinafter the “Company”)
holds a meeting via videoconference by means of which all participants can see and hear one another.
The following directors are present:
YquitY bv, represented by Mr. Rudy Provoost
SWID AG, represented by Mr. Jesper Munch Jensen
TTP bv, represented by Mr. Erik Vanderhaegen
Mr. Jobst Wagner
Cross Culture Research LLc, represented by Mrs. Anne Munch Jensen
Acacia I bv, represented by Mrs. Els Verbraecken
Mr. Daisuke Miyauchi.
The following invitees are attending:
Werner Vanderhaeghe bv, represented by Werner Vanderhaeghe, Esq.
Mr. Markus Schalch
Mr. Martin Rauch (in part)
Ms. Stefanie Roscam (in part).
Mr. Provoost presides as Chair. Mr. Vanderhaeghe acts as Secretary. The Chair welcomes Mr. Miyauchi
and Mrs. Verbraecken, the newly elected directors, to the meeting. The Chair further points out that notice of the
meeting was given by email of August 4, 2023, that all directors are present and that the meeting is validly
constituted. The Chair then suggests that the meeting consider the following items of business.
Conflict of interest
The Chair informs the members of the Board that by a letter dated August 3, 2023, and addressed to the
Chair with a copy sent to the Company’s statutory auditor, SWID AG, Cross Culture Research LLc and Messrs. Jobst
Wagner and Daisuke Miyauchi gave notice of a conflict of interest in relation to item 10 “Share buy-back
programme” on the agenda. The Chair requests the Company Secretary to file the letters with the Board’s records
and notes that Messrs. Jesper Jensen, Jobst Wagner and Daisuke Miyauchi and Mrs. Anne Jensen have confirmed
that they will abstain from the discussion and the vote relative to the conflicted item. All other members of the
Board, present or represented, then confirm that they have no conflict of interest in relation to any of the items on
the agenda.
(…)
Share buy-back programme
At the request of the Chair, Mr. Schalch outlines for the Board and comments on BDO’s valuation of the
Company in connection with the proposal to resume the share buy-back program that the Board suspended at its
meeting on March 29, 2023. The slide presentation by Mr. Schalch, the report on the subject by an ad hoc
committee of independent directors dated August 3, 2023, and the Valuation Report by BDO dated July 2023 were
sent to the members of the Board with the notice of the meeting.
The Board reviews in extenso the outcome of the valuation and the financial impact on JENSEN-GROUP
and its bank covenants, the timing, the maximum number of shares, and the upper price limit of 41 Euros as
suggested by management.
The Chair then moves to adopt the following resolution:
ANNUAL REPORT 2023 183
“Upon a motion duly made, the Board of Directors resolves unanimously but with SWID A.G., represented
by Mr. Jesper Munch Jensen, Cross Culture Research LLC, represented by Mrs. Anne Munch Jensen, and Messrs.
Jobst Wagner and Daisuke Miyauchi abstaining from the discussion and the vote to approve the resumption of the
buy-back mandate own shares dated March 20, 2022 and to appoint an investment bank to whom the buy-back
mandate will be granted, thereby respecting the price parameters and conditions as set forth in Article 11 of the
Company’s by-laws and discussed at the meeting.”
(…)
There being no further business to discuss, the meeting was adjourned at 3.55 p.m."
184 ANNUAL REPORT 2023
www.jensen-group.com
JENSEN-GROUP N.V. | Neerhonderd 33 | 9230 Wetteren - Belgium
T +32 (0)9 333 83 30 | www.jensen-group.com
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