Message from the EBD

The 2024 geopolitical landscape was characterized by shifting alliances and emerging conflicts, both of which have had far-reaching implications for global trade and economic stability. Economic and political uncertainties resulted in a volatility that affected markets and influenced policy decisions worldwide.

Despite the many challenges, SHV made good progress on the execution of the overall strategy, and the performance of the Groups. This annual report highlights our achievements, outlines our strategic initiatives, and reaffirms our dedication to securing long term growth in an ever-changing world.

Diversity, Equity & Inclusion (DEI) represents an essential part of creating a safe, inspiring, and successful workplace where people feel included and a diverse workforce will bring different perspectives to support and increase better decision making.

Caring for people also includes prioritizing health and safety throughout SHV. Our safety performance is a subject of close and constant attention. Despite overall improvements compared to last year, there is still a lot of work to be done. Adherence to Life Saving Rules, our core program to improve safety performance, is specifically and broadly emphasized across all Groups.

It is with deep sorrow that we report to have tragically lost two of our colleagues in fatal accidents in 2024. Our thoughts go out to their families, friends, and loved ones and we extend our heartfelt condolences to everyone affected.

In the following chapters we will discuss the initiatives that were taken by SHV and the Groups that support our ambitions related to DEI and health and safety.

Environmental, Social and Governance (ESG) considerations are, therefore, rapidly starting to shape our business. No longer a standalone topic, ESG principles are becoming increasingly integrated into every aspect of the way we operate – especially as they align so closely with our purpose of The courage to care for generations to come.

As part of ESG, we have been busy ensuring compliance with the Corporate Sustainability Reporting Directive (CSRD).

During the year, we have developed a highly structured CSRD implementation program to prepare for reporting both across the Groups and at a consolidated SHV level. As part of this preparation, the Groups and SHV conducted a Double Materiality Assessment (DMA) to identify relevant sustainability-related topics, which will now form the basis for the preparation for the CSRD reporting. We will discuss the at SHV level consolidated material topics later in this report.

In early March 2025, the European Commission proposed the Omnibus legislation where, amongst others, CSRD compliant reporting might be postponed. No final decision has been taken yet, irrespective we will continue the focus on ESG and embedding it into the strategy of SHV and the Groups as it is essential for the future of SHV for generations to come.

To reach our long term ambition the strategic decision was taken to focus on SHV Energy, Nutreco, Kiwa and NPM and by doing so accelerate performance and growth. This will enable us to support these Groups in achieving their full potential and improve overall performance for the years ahead. In finding the right balance between value creation and short term performance, the performance management approach was enhanced and the strategies of the Groups were sharpened. This will act as a catalyst for the necessary dialogues to take place and ensure the desired results are delivered. Focus on customer satisfaction in combination with margin, cost and productivity optimization, tailored operating models, and procurement and supply chain initiatives will all help to drive necessary improvements.

At the end of April, we finalized the sale of ERIKS to Lone Star. In January 2025, we reached an agreement for the sale of Makro Argentina to Cencosud, a listed retail company based in Chile whose activities span Latin America. The proceeds of this sale will be part of the SHV 2025 results. We will continue to monitor opportunities for the sale of Makro Colombia.

To underline the focus on core activities, individual Groups divested a range of operations. SHV Energy sold its activities in Austria and Scandinavia, while Kiwa sold a loss-making part of the business in Norway.

The Groups also made progress on a large number of initiatives designed to accelerate growth, control costs, and improve long-term performance. SHV Energy continued maximizing the potential of its LPG portfolio by executing the Horizons program, initiated in 2023. The program clusters countries according to potential and specific market characteristics to steer the business in a more focused and efficient way. Results have been positive, with many different improvement initiatives covering almost every aspect of the business.

Nutreco strengthened its emphasis on adjusting business activities, species and marketing led, to offer the best solutions for customers. The shift to higher added value products and disciplined implementation of an operational efficiency and margin management program, as well as stringent capital allocation and working capital management, significantly improved performance and cash generation over the year.

Kiwa has shown strong growth, both organic and through acquisitions of selective targets. Of the several acquisitions, the agreement to acquire NQA, a business assurance company in the US, UK and China was key and offers wide-ranging synergies and provides Kiwa with a strong platform for accelerated growth. In the meantime, the focus has been on the further professionalization of the organization to support future growth and the strategy has been updated and further defined. A company-wide ERP system is being rolled out to streamline business processes and deliver synergies.

Mammoet is successfully undertaking a reshaping of its business by simplifying its portfolio and restructuring certain geographical clusters: focusing on markets, industries and projects where a strong position can be maintained, while leaving those with small positions and restricted potential for growth. It is still the intention to, over time, divest Mammoet.

Finally, NPM built on its investment agenda based on its investment themes, as well as extending the operational support it provides to participations to include ESG and Corporate Financing expertise. The progress in establishing a presence in the Belgian market has been successful with two attractive investments realized, while also creating a presence in Germany. The portfolio was further reinforced by adding acquisitions to existing investments, while Zorgwerk was divested.

The transition to IFRS will help our Groups in being more relevant in an increasingly globalized market. Many international capital markets now prefer or even require IFRS-compliant financial statements, which can boost the ability to attract capital. For an international company such as SHV, the move to IFRS further strengthens the financial reporting process, enhances comparability to peers, and enables the smoother integration of acquisitions already using the standards. The transition from Dutch Generally Accepted Accounting Principles (GAAP) to IFRS was a highly complex process but has now been implemented, with SHV and its Groups now fully aligned with the new reporting framework.

Related to taxation, Pillar Two represented another large project to be successfully implemented during the year – an agreement between 140 countries and driven by the OECD. Pillar Two requires multinational companies like SHV to pay a minimum level of tax on the income generated in every jurisdiction in which they operate. SHV fully aligns with the principle that taxes are vital to funding the public services and infrastructure that are critical to societies and we are committed to complying with the new rules.

Pillar Two required us to significantly change the way all legal entities report on taxes, and coordinate calculations on a jurisdictional level across the Groups. The implementation involves a significant amount of time and resources, involving the development of new compliance and reporting processes in addition to supporting tools, technologies, manuals and training modules.

The threat of cyber-attack is constantly evolving, with several key trends emerging in recent times. One significant example is the rise of highly sophisticated attacks using artificial intelligence platforms such as GenAI and deepfake. These include AI-generated phishing messages that are harder to detect and far more convincing to recipients. Attacks on the supply chain are also increasing, with cybercriminals targeting weaker parts of a chain to gain access to larger, more secure organizations.

SHV has experienced a significant increase in phishing, malware, ransomware and Denial-of-Service (DoS) attacks, which again often leverage AI to bypass traditional security measures. In response, we have implemented a robust set of cybersecurity processes and monitoring systems. Our approach begins by assuming that an incident is not a matter of 'if' but 'when' as part of an integrated framework we call cyber resilience.

Our monitoring systems use advanced tools and techniques, such as machine learning and behavioral analytics, to continuously observe and analyze network activities, detecting and responding to potential threats in real-time. This proactive monitoring also serves to quickly identify any vulnerabilities, ensuring compliance with security regulations and minimizing financial losses. Regular internal company-wide communications, meanwhile, are designed to make our people aware both of the potential threats and the correct responses to them.

Employing the right people in the right roles at the right time is essential to ongoing growth and success. We achieve this through effective talent attraction, development and succession planning.

To retain and attract people with the relevant capabilities, SHV continually invests in people development and leadership skills. Our well-established approach to talent management and learning initiatives is testament to this ambition. The SHV global job board, meanwhile, demonstrates our commitment to providing equal opportunities for all. Displaying the many diverse roles available across the entire organization to both existing employees and external talent, the job board also serves to strengthen our employee value proposition.

At the Shareholders meeting in April, Jeroen Drost officially stepped down as CEO of SHV. He was succeeded by Floris de Ryck, who has enjoyed a long career at SHV and joined the EBD in 2016. At the same meeting Bram Gräber joined the team. In September, meanwhile, we welcomed our new CFO Tone Bachke and, with Ricardo Kandelman as long-term member, the team now is complete again.

Furthermore, as part of the transition to IFRS, NPM’s controlled participations will now be fully consolidated into SHV’s financial results. However, since these participations are not included in SHV’s daily governance and operations, but managed by NPM as part of their private equity model, SHV primarily focuses on financial results excluding these participations,.

The following section will provide a more detailed analysis of SHV’s financial results, specifically excluding NPM’s controlled participations.

To assess the underlying performance of operational Groups in terms of EBITDA, 2024 saw strong growth, rising from € 1,536 million in 2023 to € 1,615 million. Taking into account the divestment of ERIKS at the beginning of the year, the EBITDA of the remaining operational Groups increased by approximately 9.4% compared to the previous year, with Nutreco, Kiwa, Mammoet and Makro all making a positive contribution. SHV Energy remained on par with last year's strong operational performance.

NPM saw an increase of the fair value of the non-controlled participations, as well as the divestment of Zorgwerk, contributing strongly the overall results compared to 2023.

Depreciation and amortization charges remained roughly in line with previous year, while interest expenses increased as result of increased debt levels following Kiwa's acquisition of NQA.

Moving on to adjusting (one-off) items, the divestment of ERIKS had a positive contribution on profit for the year, while the acquisition of NQA put Kiwa in full control of its Chinese subsidiaries, resulting in a step-up acquisition gain. These effects were partially offset by impairments and restructuring costs, which had a negative effect on the 2024 results.

Overall, 2024 profit for the year amounted to € 635 million, which includes the profit for the year from NPM's controlled participations. We view this result as satisfactory, while underlining the need to drive growth through the ongoing execution of performance improvement program across all Groups, also at profit for the year level.

The continued emphasis on cash generation and preservation has made good progress and SHV generated a positive free cash flow of € 1,331 million by year end. This was driven by strong operational cash generation and a focus on cash preservation, primarily on capex. Additionally, proceeds from the divestments of ERIKS and Zorgwerk further boosted the results. The SHV balance sheet remains robust with conservative leverage, supporting SHV’s ongoing resilience.

On behalf of the Executive Board of Directors,


F.F.J. de Ryck
CEO