Dovre Group Oyj

ANNUAL REPORT 2023

DOVRE GROUP IN BRIEF

Dovre Group is a global provider of project management services. Dovre Group has three

business areas: Project Personnel, Consulting and Renewable Energy. Dovre Group has

offices in Canada, Finland, Norway, Singapore, and the USA, and employs more than 800

people worldwide. Dovre Group is listed on Nasdaq Helsinki (symbol: DOV1V).

THE THREE BUSINESS AREAS OF THE DOVRE GROUP

The Project Personnel business area has more than 30 years of experience as a global

provider of project professionals for large investment projects.

The Consulting business area operates in the Nordic countries and provides management

and project management expertise for the development and execution of large investment

projects, software, and industrial reality capture solutions.

The Renewable Energy business area consists of the operations of Dovre’s subsidiary Suvic

Oy, a development company specialising in the construction of energy solutions, particularly

wind and solar farm projects and project management in Finland. Additionally, our newly

established project development company for solar projects, Renetec, operates within this

segment. Through its activities, Dovre Group contributes to an environmentally and socially

sustainable future.

In 2023, the Group’s net sales were EUR 196.7 million and its operating profit was 7.4 million.

Project Personnel accounted for 55%, Consulting for 9% and Renewable Energy for 36%

of the net sales.

The origin of our company name

Dovre is the name of Norway’s most famous mountain range and stands for an everlasting solid foundation. Dovre Group supports its customers with the same solid

foundation in decision making and execution of their most challenging projects.

MINDS MOVE MOUNTAINS

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

1. DOVRE GROUP

Dovre Group in Brief 2

Business areas 4

Key Figures 8

CEO’s review 10

Dovre Group as an investment 12

Sustainability at Dovre Group 14

2. REPORT OF THE BOARD OF DIRECTORS 16

3. SHARES AND SHAREHOLDERS 32

Key Figures by Share 36

Calculation of Key Indicators 37

4. CONSOLIDATED FINANCIAL

STATEMENTS, IFRS (*) 38

Consolidated Statement of

Comprehensive Income, IFRS 39

Consolidated Statement of Financial Position, IFRS 40

Consolidated Statement of Cash Flows, IFRS 41

Consolidated Statement of Changes

In Shareholders’ Equity, IFRS 42

Notes to the Consolidated Financial Statements, IFRS 43

1. General information 43

2. Accounting principles 43

3. Segment information 46

4. Acquisitions 48

5. Net sales 48

6. Other operating income 49

7. Material and services 49

8. Employee benefits expense 49

9. Depreciation and amortization 50

10. Other operating expenses 50

11. Financing income and expenses 50

12. Income tax 51

13. Earnings per share 52

14. Intangible assets 53

15. Goodwill 54

16. Tangible assets, leases 55

17. Inventories 56

18. Financial assets 57

19. Trade and other receivables 57

20. Shareholders’ equity 58

21. Share-based compensation 59

22. Non-current financial liabilities 59

23. Current financial liabilities 60

24. Trade payables and other liabilities 60

25. Changes in liabilities arising from

financing activities 61

26. Financial risk and capital

structure management 62

27. Commitments and contingent liabilities 64

28. Subsidiaries 64

29. Related party transactions 65

5. FINANCIAL STATEMENTS

OF THE PARENT COMPANY, FAS (*) 66

Dovre Group Plc’s Income Statement, FAS 67

Dovre Group Plc’s Balance Sheet, FAS 68

Dovre Group Plc’s Cash Flow Statement, FAS 69

Notes to Dovre Group Plc’s Financial Statements, FAS 70

1. Accounting principles 70

2. Net sales 70

3. Other operating income 71

INDEX

(*) PART OF THE AUDITED

FINANCIAL STATEMENTS

4. Material and services 71

5. Employee benefits expense 71

6. Depreciation and amortization 71

7. Other operating expenses 71

8. Financing income and expenses 72

9. Income taxes 72

10. Intangible assets 72

11. Tangible assets 73

12. Investments 73

13. Non-current receivables 74

14. Current receivables 74

15. Shareholders’ equity 75

16. Non-current liabilities 75

17. Current liabilities 75

18. Commitments and contingent liabilities 76

6. SIGNATURES FOR THE FINANCIAL

STATEMENTS (*) 77

7. AUDITOR’S REPORT 78

8. CORPORATE GOVERNANCE

STATEMENT 82

9. INVESTOR RELATIONS 91

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

BUSINESS AREAS

Dovre Group provides high quality project management,

management consulting and project personnel services.

We work with leading private and public organisations to

ensure the successful development and execution of major

projects.

To stay ahead of the fierce competition in our industry,

we remain focused on further expanding our services in

the energy sector, sustainable profitable growth, and high

customer satisfaction by securing the best professionals

for our clients’ projects.

Our business is divided into three segments.

PROJECT

PERSONNEL

CONSULTING

RENEWABLE

ENERGY

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

PROJECT PERSONNEL

Dovre Group’s Project Personnel business area

has more than 30 years of experience as a global

provider of project professionals for major capital

projects.

Our main markets are the Nordic countries, Asia

Pacific, North America, and the Middle East. Our

offices are in Canada, Finland, Norway, Singapore,

and the United States.

TOP MARKS FOR QUALITY AND SERVICE

Dovre Group supports the world’s leading organisa-

tions in the successful execution of their projects.

We ensure access to the best project professionals

– whenever and wherever our clients need them.

As a listed company, we are a compliant, trans-

parent, and trustworthy partner for our clients. Our

business clients trust the quality and value of our

service offering. When our customers evaluate our

work, we consistently receive top marks for quality

and service.

The key to success in the Project Personnel

business is access to the best project professionals.

Many of our consultants have been with us for dec-

ades and have worked on numerous assignments

around the world. We take good care of our consult

ants, and together we take good care of our clients.

The reality is that successful projects do not

just happen. We have built a solid portfolio of long-

term framework agreements with existing and new

clients to ensure that we can deliver the projects

together.

GROWTH IN NORWAY AND CANADA

Growth in Project Personnel was supported by

increased demand for our services, particularly in

Norway and Canada. In Norway, the introduction

of a more favourable tax regime for oil and gas

investments has led to several new investment

projects. Consequently, there has been increased

engineering and construction activity, resulting in

high demand for our personnel throughout 2023.

In Canada, the principal growth has stemmed

from a major renewable project, where our con-

sultants played a crucial role in transforming an oil

refinery into a renewable facility.

KEY FIGURES OF PROJECT PERSONNEL

• Net sales increased by 20% (19%) to EUR

108.8 (90.6) million in 2023.

• Operating profit increased to EUR 4.9 (4.3)

million.

• The Project Personnel business employed an

average of 686 (642) people.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

CONSULTING

Dovre Group’s Consulting business area provides

consulting services for the effective development

and execution of large-scale projects. We operate

in the Nordic countries, with offices in Finland and

Norway.

REAL VALUE CREATION GENERATES

GROWTH AND PROFITABILITY

Large projects typically require several years of con

cept development and planning before execution

and involve substantial capital investment.

Many of our clients maintain project or procure-

ment portfolios that include multiple projects of

varying sizes and at different stages. Others have

only one major project underway, but it is often sig-

nificant compared to the client’s other investments

or business costs.

To be successful in the consulting business, we

must be able to continually provide our clients with

the services they value. We focus on building long-

term customer relationships based on framework

agreements and hands-on consulting.

KEY FIGURES OF CONSULTING

• Net sales decreased by 9.1% (+11.0) to EUR

16.5 (18.2) million

• Operating profit was EUR 1.7 (2.5) million.

• The business area employed an average of

97 (98) people.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

RENEWABLE ENERGY

Suvic, which forms Dovre’s Renewable

Energy business area, is a company

specialising in the planning, construc-

tion and project management of energy

solutions, particularly wind farm pro

jects and solar projects.

Most renewable energy projects

are carried out in the summer months,

which means that the renewable energy

business is subject to greater seasona-

lity than the other two business areas.

NEW STRATEGIC STEPS

The Renewable Energy business had

a very active year in 2023, despite a

diminished number and size of new

projects in the Finnish Renewable

Market sector compared to the previ-

ous years. Suvic achieved a milestone

by securing its first solar park project

and succeeded in winning two wind park

projects in Sweden.

In addition, Dovre founded Renetec,

a new company specializing in solar

projects, in Finland in February.

KEY FIGURES OF

RENEWABLE ENERGY

• Net sales amounted to EUR 71.4

million (EUR 94.2).

• Operating profit was EUR 1.8

million (EUR 2.7).

• The business area employed an

average of 50 (38) people during

the year.

2019 2020 2021 2023 2022

2019 2020 2022 20232021*

200

160

120

2019 2020 2021 2023 2022

% %

20202019 2021 2023 2022

800

600

400

200

20202019 2021 2023 2022

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

OPERATING RESULT

NET SALES

ROI AND ROE

AVERAGE PERSONNEL OF THE YEAR

EQUITY-RATIO

NET SALES BY SEGMENT 2023

KEY FIGURES

Project Personnel Consulting Renevable energy

ROI ROE

Project Personnel

Consulting

Renevable energy

* Data for Renewable Energy for April–December 2021.

MEUR

MEUR % OF NET SALES

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

EUR THOUSAND

IFRS

2023

IFRS

2022

IFRS

2021

IFRS

2020

IFRS

2019

Net sales 196.710 202.971 142.744 77.474 83.135

Change,% -3.1% 42.2% 84.2% -6.8% 27.0%

Operating result 7.382 8.467 6.069 2.351 2.705

% of net sales 3.8% 4.2% 4.3% 3.0% 3.3%

Result before tax 6.305 7.428 5.610 2.168 2.642

% of net sales 3.2% 3.7% 3.9% 2.8% 3.2%

Earnings for the shareholders of the parent company 4.061 5.152 3.667 1.643 2.091

% of net sales 2.1% 2.5% 2.6% 2.1% 2.5%

Return on equity,% 11.3% 16.4% 14.0% 6.8% 9.0%

Return on investment,% 16.0% 20.5% 17.6% 7.9% 10.3%

Equity-ratio,% 42.5% 41.6% 40.8% 53.6% 49.2%

Gearing,% 3.1% -8.8% -3.7% -10.1% 0.2%

Balance sheet total 87.986 82.499 69.647 44.497 49.460

Gross capital expenditure 173 175 172 8 84

% of net sales 0.1% 0.1% 0.1% 0.0% 0.1%

Research and development -187 -101 -169 155 171

% of net sales -0.1% 0.0% -0.1% 0.2% 0.2%

Average number of personnel 835 779 796 629 620

Personnel at end of period 820 728 865 610 691

KEY FIGURES

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

CEO’S REVIEW 2023

The year 2023 was marked by both challenges

and achie vements for Dovre Group. It was also

one of strategic recalibration. In response to the

shifting market conditions, we intensified our

focus on sectors showing strong growth poten-

tial and strengthened our sustainability work.

The year 2023 was marked by both challenges and achie-

vements for Dovre Group. Our net sales for the year fell

slightly by 3.1% to EUR 196.7 million. Adjusted for currency

fluctuations, sales would have increased by 5.6%, with the

notable impact stemming from changes in the valuation of

the Norwegian currency. This result, while reflecting broader

economic uncertainties, also highlights the strong success

of our Project Personnel segment, which saw a remarkable

20.0% growth in net sales. Such growth, particularly notable

in the final quarter, demonstrates our team’s agility and the

strong demand for our expertise. Additionally, our active

involvement in Canada, where we successfully concluded

a substantial renewable project, further contributes to this

positive performance.

However, the year was not without trials. The Renewable

Energy segment faced downward pressures, with net sales

decreasing by 24.2% that were caused by a reduction in the

number and size of new projects in the Finnish Renewable Mar-

ket sector. Meanwhile, Consulting experienced a 9.1% decline in

sales, influenced by a slower market owing to new legislation

for hire in Norway and a record high comparison period.

Our operating profit experienced a 12.3% decline, primar-

ily stemming from reduced sales. This decrease can also be

ascribed to our ongoing investment in future growth areas

and our commitment to maintaining a high level of service

quality. Moreover, this should be viewed in the context of the

broader industry trend, where many players have faced simi-

lar obstacles. However, our strategic initiatives – along with a

renewed focus on sustainability – have positioned us well to

rebound as market conditions improve.

The year 2023 was also one of strategic recalibration. In

response to the shifting market conditions, we intensified our

focus on sectors showing strong growth potential, particu-

larly in Project Personnel. Our ability to secure new frame

agreements and extend existing ones has been central to this

segment’s success, demonstrating the enduring strength of

ourshort relationships and the value of our service offering.

In Q4, we initiated and successfully completed the restruc

turing of our Project Personnel unit in Finland. This initiative

involved transferring the primary workload to the existing

Norwegian unit to optimize our operations. As a result of these

changes, we achieved operational streamlining, accompanied

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

by a reduction of four staff members. The associated costs

were booked in 2023.

In Consulting and Renewable Energy, the challenges have

prompted a thorough review of our strategies. Our focus has

shifted towards refining our approach to these markets, identi-

fying new avenues for innovation, and leveraging our strengths

to navigate in the market that lies ahead.

Our commitment to sustainable development was evident

in several landmark projects. Suvic Oy, our subsidiary, secured

contracts for the construction of one of Finland’s largest solar

farms in Lapua. Through Suvic Oy’s operations, we are also

expanding our reach into Sweden with two major wind farm

projects at Storhöjden and Vitberget. We achieved another

key milestone with the co-founding of Renetec Oy, a company

with a sharp focus on solar power development. This step

aligns with our strategic vision of leadership in the renewable

energy sector. Financial figures for Renetec are included in the

Renewable Energy segment. Additionally, our collaboration

with the Norwegian Ministry of Finance for quality assurance

in public projects in Norway reflects our versatile expertise

and commitment to project management excellence.

Market cyclicality has posed some hurdles but also oppor-

tunities for growth and innovation. Our presence in several

geographical regions exposes us to varying economic and

political climates. Additionally, the ongoing global shift towards

renewable energy presents opportunities in balancing our pro-

ject portfolio. Addressing these risks is central to our strategy.

As a result, we are enhancing our risk management frame-

works, diversifying our service offerings, and continuously

adapting to market demands.

Looking ahead, we approach the future with cautious opti-

mism, recognizing the growing demand for energy solutions

and the opportunities it presents, particularly in renewable

sources. This demand drives our focus on delivering sustain-

able solutions and professional services to our clients and

stakeholders.

Arve Jensen

CEO

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

Dovre Group’s mission is to support an

environmentally sustainable and socially

responsible future by providing high quality

expertise to major investment projects in the

private and public sectors.

The need to replace fossil fuel-based power

generation is driving growth in all our busi-

nesses.

OUR BUSINESS IS BASED

ON TRUST AND LOYALTY

Dovre Group provides consulting services, project manage-

ment solutions and professional project personnel. The exten

sive expertise of our personnel and their ability to advise,

develop and manage client projects are at the core of Dovre

Group’s business model, enabling its growth and development.

To successfully create value for our customers, we must

first ensure that the best experts in our field continue to be

available to us as consultants and then ensure that our cus-

tomers have access to the right people at the right time.

The projects we focus on are mainly in the areas of energy,

transport, buildings and infrastructure, construction, ICT, min-

ing, pulp and paper, defence, and healthcare.

Our clients are leading private and public organisations,

and the projects we are involved in tend to be long-term and

complex. Due to the nature of our business, trust is a key

element in our business.

The long-term financial success of the Dovre Group

depends – in addition to the ability of our employees to provide

valuable advice to clients over time – on long-term client and

employee relationships based on trust and loyalty.

OUR STRATEGY AIMS FOR

PROFITABLE GROWTH

We aim to achieve profitable growth by increasing sales and

margins in our existing businesses.

Our value creation is based primarily on the diversity of

our business, the expertise of our consultants, the cultivation

of our long-term customer relationships and the limitation of

our operating costs.

Dovre Group’s businesses have ambitious strategies aimed

at delivering world-class project execution and customer

experience, sustainable growth, and solid financial perfor-

mance for the Group.

In the medium to long term, rising energy demand is forc-

ing governments and the private sector to look for new ener-

gy-efficient solutions that we believe will support the growth

of all our businesses. In the coming year, we will continue to

implement our strategy for profitable growth with a strong

focus on the energy transition and renewable energies.

BUSINESS ENVIRONMENT AND

COMPETITIVE ADVANTAGES

Through years of experience in project management ser-

vices, we have a deep understanding of our clients and our

operating environment. The market is highly competitive in

attracting new clients and projects and in finding new talented

consultants.

In consulting, we compete mainly with local companies

specialising in project management in Finland and Norway,

while our competitors in project personnel range from large

DOVRE GROUP AS AN INVESTMENT

global companies to smaller local firms. In the renewable energy

sector in Finland, we compete with both local and international

companies.

Increasing competition is putting pressure on margins, while

at the same time customer needs are evolving rapidly in line

with global megatrends such as sustainability, digitalization,

and increasing regulation.

Area-specific differences in local economies and business

cycles in our focus sectors may vary, requiring close market

monitoring. On the other hand, the impact of country-, area-,

and sector-specific risks is mitigated by the scale and diversity

of our businesses and customers.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

WHY INVEST IN DOVRE?

Our goal is to create value for our sharehold-

ers by developing our businesses and building

and maintaining long-term client and advisor

relationships based on strong partnerships and

accumulated expertise.

We see long-term and consistent demand for our

clients’ projects and their need for consulting

services in their implementation. We believe that

Dovre Group is well positioned to strengthen its

position in these growing markets.

Dovre Group is a sustainable investment. Already

more than half of sales come from renewable

energy projects.

OUR STRENGTHS

• Established global business and brand

• Diversification and risk management

through business units, geographic reach,

and customer sectors

• Loyal customer base with low dependence

on individual customers or projects

• Access to the best consultants

• Megatrends that support long-term

growth

• Scope for margin improvement through

business diversification

• Strong financial position with low debt

• Solid track record as a dividend payer

OUR COMPETITIVE ADVANTAGES FOR ATTRACTING AND

RETAINING CLIENTS ARE THE FOLLOWING SIX ELEMENTS:

1. GLOBAL REACH

• We have offices in six countries, have completed projects in more than 20 countries, and are a major player in

Norway and Finland with strong centres in Singapore, EMEA, and North America. Our global customers value

our expertise and ability to track projects worldwide.

2. RELIABLE PARTNER

• We are a long-term, high-quality provider of consultants and consulting experts for projects with more than 30

years of experience.

3. PROJECT FOCUS

• We have strong in-house project expertise combined with hands-on experience from world-class client projects.

Our experience enables us to recruit the best consultants. Our projects are always tailored to the needs of our

clients.

4. PROFOUND EXPERTISE

• We have access to some of the best pre-qualified professionals in the industry. Some of the contractors and

consultants have been working with Dovre Group for more than 20 years.

5. LEADING CLIENTS

• We have an extensive and growing reference list in the energy industry, including Equinor, Exxon, Aramco, Shell,

Husky, ABB, Siemens, and Aibel. In addition, our reference list is growing in the infrastructure, IT, public admin-

istration, healthcare, and defence sectors. In Norway, we have been a third-party contractor for the Ministry of

Finance since 2000, providing quality assurance for all major public projects.

6. TRANSPARENT AND SUSTAINABLE OPERATIONS

• As a listed company, our activities are transparent to all stakeholders. We have a strong focus on ESG matters,

both internally and in client projects. We strive for growth, especially in the context of the major energy transi-

tion from fossil fuels to renewables.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

SUSTAINABILITY AS A STRATEGIC IMPERATIVE

Dovre Group plays a pivotal role in providing project management services to clients in the

energy sector, facilitating their transition towards environmentally responsible practices. In

particular, the company’s expertise in areas such as wind and solar power helps energy sector

clients to align with global sustainability goals.

Dovre Group has taken the landmark strategic step of incorporating sustainability principles

into its core business strategy. This commitment is underscored by the selection of specific

Sustainable Development Goals (SDGs) that bear the most significant impact on its business

operations (as illustrated in the image).

For the strategic period spanning 2024–2027, the company has outlined three overarch-

ing sustainability themes: Accelerating Energy Transition, Ensuring Ethical Value Chain, and

Promoting Transparent Business Practices. These thematic pillars exemplify Dovre Group’s

dedication to fostering sustainability and ethical conduct within its operations.

COMPLIANCE WITH THE CORPORATE SUSTAINABILITY

REPORTING DIRECTIVE (CSRD)

Dovre Group is actively preparing for compliance with the European Union’s Corporate Sus-

tainability Reporting Directive (CSRD) from 2024 onward. As part of this initiative, the Group

will align its reporting with the European Sustainability Reporting Standards (ESRS) in the

upcoming 2025 annual report.

Commencing in late 2023, Dovre Group launched a comprehensive sustainability program.

The program will include a double materiality analysis and basic carbon calculations to assess

the impact of its operations. The findings from these assessments will be made publicly available

on the company’s website in 2024.

Dovre Group’s sustainability reporting extends across all three business segments: Project

Personnel, Consultancy, and Renewable Energy. However, it is important to note that subsidia-

ries may have different sustainability objectives and programs, as outlined in their respective

annual reports. This approach ensures a nuanced understanding of sustainability efforts at

both the corporate and subsidiary levels.

SUSTAINABILITY AT DOVRE GROUP

PLANNED FUTURE ACTIONS

Dovre Group plans to further develop its processes in the next few years by identifying material

corporate responsibility topics and defining corporate responsibility principles, risks, and KPIs’

for each specific non-financial reporting area.

During 2024, Dovre Group plans to expand the collection of sustainability data on a broa-

der scale. The data will be gathered, analyzed, and utilized in a more systematic manner. This

up-to-date information will be utilized for both reporting purposes and enhancing business

operations towards a more sustainable direction.

SUSTAINABILITY PROGRAM

CLIMATE

CHANGE

AND GREEN

TRANSITION

Accelerate Energy

Transition

2024–

2025

• Calculate carbon footprint in own operations (Scope 1–3) & make carbon neutrality goal

• Provide clear service offering and expertise for sustainable project management

• Conduct Environmental Assessment

• Help clients to transform themselves into more sustainable business operations

• Attracting climate and green transition competence for our clients

• Requiring adequate standards from subcontractors

• Conduct thorough Human Rights assessment in the value chain

• Educating personnel to provide the relevant know-how for clients

• Implement measures to improve gender equality

• Update Code of Conduct

• Perform training and workshops in all units

• Incorporate Green Transition and Sustainability in the business strategy

FOCUS AREA GOALS ACTIONS TIMELINE SDG

PEOPLE AND

CAREERS

Ensure Ethical

Value Chain

2025–

2026

BUSINESS

CONDUCT

Transparent

Business Practices

2024–

2025

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

REPORT OF THE BOARD

OF DIRECTORS

JAN. 1–DEC. 31, 2023

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

2. REPORT OF THE BOARD OF DIRECTORS 2023

KEY FINANCIAL FIGURES

EUR THOUSAND

IFRS

2023

IFRS

2022

IFRS

2021

Net sales 196.710 202.971 142.744

Change,% -3.1% 42.2% 84.2%

Operating result 7.382 8.467 6.069

% of net sales 3.8% 4.2% 4.3%

Result before tax 6.305 7.428 5.610

% of net sales 3.2% 3.7% 3.9%

Earnings for the shareholders of the parent company 4.061 5.152 3.667

% of net sales 2.1% 2.5% 2.6%

Return on equity,% 11.3% 16.4% 14.0%

Return on investment,% 16.0% 20.5% 17.6%

Equity-ratio,% 42.5% 41.6% 40.8%

Gearing,% 3.1% -8.8% -3.7%

Balance sheet total 87.986 82.499 69.647

Gross capital expenditure 173 175 172

% of net sales -0.1% 0.1% 0.1%

Research and development -187 -101 -169

% of net sales -0.1% 0.0% -0.1%

Average number of personnel 835 779 796

Personnel at end of period 820 728 865

KEY FIGURES BY SHARE

EUR

IFRS

2023

IFRS

2022

IFRS

2021

Undiluted earnings per share (EUR) 0.038 0.049 0.035

Diluted earnings per share (EUR) 0.038 0.049 0.035

Undiluted equity per share (EUR) 0.35 0.32 0.27

Dividends EUR (1.000) 0 0 1.057

Dividend per share (EUR) 0.00 0.00 0.01

Dividend per earnings,% 0.0 0.0% 28.6%

Effective dividend yield,% 0.0% 0.0% 1.5%

P/E ratio 11.42 11.99 19.52

Highest share price (EUR) 0.66 0.80 0.78

Lowest share price (EUR) 0.35 0.54 0.28

Average share price (EUR) 0.50 0.64 0.51

Market capitalization (EUR million) 45.9 61.8 72.3

Value of traded shares (EUR million) 18.0 19.6 30.9

Shares traded,% 17.0% 29.1% 57.3%

Average number of shares:

Undiluted (1.000) 105.956 105.956 104.956

Diluted (1.000) 105.956 105.956 104.956

Number of shares at end of period (1.000) 105.956 105.956 105.956

Henkilöstö tilikauden lopussa 820 728 865

CALCULATION OF KEY FIGURES

Please see 3. Share and shareholders, Calculation of Key Indicators.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

MAIN EVENTS IN 2023

NEW SOLAR AND WIND FARM PROJECTS

On March 20, 2023, Suvic Oy announced that it had signed an EPC contract with CPC Finland

Oy valued at about 18 million euros to build Lakari solar park. The solar park has a maximum

output capacity of 32 MW and therefore it is the largest solar park in Finland under construction

and when in operation. The yearly production is estimated to be about 32.000 MWh. The Lakari

project constitutes a significant expansion into a new business area for Suvic.

On September 21, 2023, Suvic announced a joint venture formed by Tricon and Suvic to

construct a heat recovery production plant, the foundations for a thermal battery, and a pumping

station for Fortum’s district heating network, which will capture waste heat in the Kirkkonummi.

On December 20, 2023, Suvic announced signing a Balance of Plant contract to build Stor-

höjden and Vitberget wind farms (the “BoP”). The contract’s value is approximately 560 million

Swedish krona, representing the company’s first significant order in Sweden. On January 31,

2024, Suvic announced a Notice to Proceed for the Storhöjden part and will start the actual

construction works in Sweden through its wholly-owned subsidiary in Sweden, Suvic AB.

Suvic announced on 22 December 2023 that the company had signed a contract with EPV

Aurinkovoima Oy, the total value of which is approximately EUR 38 million. The entire area of

the 102.2 MWp solar park to be built on the former peat production area of Lapua’s Heinineva

is 140 hectares. Of the total scope of the contract, 33 MWp, or about 12 million euros, is still

subject to a separate decision by the customer.

NEW CONSULTING BUSINESS FRAMEWORK AGREEMENT

Dovre Group Consulting and Institute of Transport Economics together with Dovre Group

Energy have been awarded a frame agreement with The Norwegian Ministry of Finance for

supply of external quality assurance for large public projects in Norway. The agreement runs

from September 2023 and has a duration of two years with an option for two additional years.

DOVRE CO-FOUNDS RENETEC OY

Dovre continues to execute its strategy in the renewables industry by founding a project

development company Renetec Oy together with top experts in the field, Janne Mielck and

Juhani Kanerva.

NET SALES

NET SALES IN JANUARY–DECEMBER

In January–December, Dovre Group’s net sales decreased by 3.1% to EUR 196.7 (203.0) million.

Project Personnel segment net sales increased (+20%) and net sales for Consulting (-9.1%)

and Renewable Energy decreased (-24.2%).

Project Personnel accounted for 55 (45)%, Consulting for 9 (9)% and Renewable Energy

for 36 (46)% of the Group’s net sales.

By market area, EMEA’s net sales decreased from EUR 171.7 million to 152.1 million (mainly

due to lower sales in Renewable Energy and a weak Norwegian Krone), accounting for 77 (85)%

of the Group’s net sales in 2023. Net sales for AMERICAS increased from EUR 16.0 million to

EUR 30.4 million, accounting for 16 (8)% of the Group’s net sales. Net sales for APAC decreased

and were EUR 14.2 (15.3) million, accounting for 7 (8)% of the Group’s net sales.

Annual exchange rates fluctuations had a significant impact on the group’s turnover in 2023.

Calculated in fixed currencies, the turnover would have increased by 5.6 percent compared to

the financial year 2022, when the group’s turnover decreased by 3.2 percent (the assumption

of the calculation is that the average exchange rates of the currencies in 2023 would have

been at the level of the previous year).

In 2023, several clients of Project Personnel and Consulting took advantage of the extension

options included in their project contracts.

NET SALES BY REPORTING SEGMENT

EUR MILLION 1–12/2023 1–12/2022 CHANGE%

Project Personnel 108.8 90.6 20.0

Consulting 16.5 18.2 -9.1

Renewable Energy 71.4 94.2 -24.2

Group total 196.7 203.0 -3.1

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

NET SALES BY MARKET AREA

EUR MILLION 1–12/2023 1–12/2022 CHANGE%

EMEA 152.1 171.7 -11.4

AMERICAS 30.4 16.0 90.1

APAC 14.2 15.3 -7.3

Group total 196.7 203.0 -3.1

Dovre Group’s market areas are:

• EMEA: Norway, Middle-East, Finland

• AMERICAS: Canada, US

• APAC: Singapore

PROFITABILITY

PROFITABILITY IN JANUARY–DECEMBER

The Group’s 2023 EBITDA declined by 11.4% to EUR 8.4 (9.5) million. The Group’s operating

profit declined by 12.6% to EUR 7.4 (8.5) million. Project Personnel’s operating profit was EUR

4.9 (4.3) million, Consulting’s operating profit was EUR 1.7 (2.5) million and Renewable Energy’s

operating profit was EUR 1.8 (2.7) million. The operating profit of the Group’s Other functions

stayed at EUR -0.7 (-0.7) million.

Dovre’s other operating income totaled EUR 0.5 (0.4) million in 2023. Material and service

expenses decreased to EUR 74.3 (90.4) million. Personnel expenses increased by 11.1% to EUR

109.4 (98.4) million. Other operating expenses were up to EUR 5.2 (5.1) million.

EBITDA

EUR MILLION 1–12/2023 1–12/2022 CHANGE%

Project Personnel 5.3 4.7 13.0

Consulting 1.7 2.5 -30.6

Renewable Energy 2.0 2.9 -32.1

Other Functions -0.7 -0.7 0.0

Group total 8.4 9.5 -11.4

OPERATING PROFIT (EBIT)

EUR MILLION 1–12/2023 1–12/2022 CHANGE%

Project Personnel 4.9 4.3 14.3

Consulting 1.7 2.5 -30.8

Renewable Energy 1.8 2.7 -34.4

Other Functions -0.7 -0.7 0.0

Unallocated *) -0.3 -0.3 11.3

Group total 7.4 8.5 -12.6

* Unallocated expenses include amortisation of client agreements and relations.

The Group’s profit before taxes was EUR 6.3 (7.4) million including EUR -1.1 (-1.0) million of

finance items.

The Group’s profit for the period was EUR 4.6 (5.8) million in 2023. The earnings for the

shareholders of the parent company were EUR 4.1 (5.2) million and the share of the non-con-

trolling interest (holders of the 49% minority in Suvic) totalled EUR 0.5 (0.7) million. The Group’s

earnings per share were EUR 0.038 (0.049). Return on average capital employed before taxes

(ROI) was 16.0 (20.5)%.

CASH FLOW, FINANCING AND INVESTMENTS

On December 31, the Group’s balance sheet total was EUR 88.0 (82.5) million. The Group’s

cash and cash equivalents totaled EUR 7.9 (11.2) million. In addition, the Group has an unused

credit limit of EUR 8.2 million.

On December 31, the Group’s equity totaled EUR 37.4 (34.3) million. The Group’s equity ratio

was 42.5 (41.6)% and the debt-equity ratio (gearing) 3.0 (-8.8)%. The interest-bearing liabili-

ties amounted to EUR 9.1 (8.2) million, accounting for 10.3 (9.9)% of the Group’s shareholders’

equity and liabilities. A total of EUR 5.4 (6.2) million of the Group’s interest-bearing liabilities

were current and a total of EUR 3.7 (2.0) million non-current.

In 2023, net cash flow from operating activities was EUR 0.1 (2.6) million, which includes

a EUR -5.0 (-4.6) million increase in working capital. The net cash flow from investments was

EUR -0.2 (-0.2) million. No dividend was paid in 2023.

Net cash flow from financing activities was EUR -3.0 (-0.6) million. Settling the group’s

1.3 million-euro loans from financial institutions had a negative effect on the financing cash

flow. The goodwill on the balance sheet for the financial year amounted to EUR 20.3 million

(compared to EUR 21.0 million) at the year-end, with no signs of asset impairments detected.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

ORDER BOOK

The order backlog for Dovre is exclusively composed of revenue projected from the manufac-

turing activities of Suvic, which is part of the Renewable Energy business division. At the close

of the financial year, the order backlog stood at EUR 49.0 million, up from EUR 34.8 million.

For the year ending in 2023, it is anticipated that 77% of the order backlog, amounting to EUR

37.8 million, will be realized as revenue in the 2024 fiscal year.

In the Renewable Energy business, Suvic’s regular operations involve various contract risks

associated with the order backlog, depending on the scope of work for each project. These

risks are primarily managed as part of business management and through various guarantee

and insurance arrangements.

CHANGES IN THE GROUP STRUCTURE

During the accounting period, the Group company Suvic Oy established a subsidiary, Suvic AB,

to operate in the Swedish market. As mentioned earlier, the company secured a substantial

contract in January 2024 for the construction of 22 wind turbines in the municipality of Kram-

fors. Additionally, during the same accounting period, Renetec Oy, founded in collaboration with

two private partners, commenced its operations as a new group company. The Group holds a

57.1% ownership stake in Renetec Oy. Currently, Renetec Oy functions as a project development

company with a main focus on solar energy projects.

CHANGE NEGOTIATIONS AT DOVRE GROUP

On November 16, 2023, Dovre Group Plc began negotiations for organizational restructuring

to enhance profitability and service quality.

Change negotiations were completed on December 28, 2023, and due to the restructuring

decisions made, four (4) employees were made redundant.

RESEARCH AND PRODUCT DEVELOPMENT

The Group’s research and development costs were EUR 0.2 (0.1) million in 2023 which equals

0.1 (0.1)% of the Group’s net sales.

PERSONNEL

During 2023, the average number of personnel employed by the Group was 835 (779). Project

Personnel employed 686 (642), Consulting 97 (98) and Renewable Energy 50 (38) people. In

the Project Personnel business area 27 (22)% of employees were independent contractors.

PERSONNEL AVERAGE 1–12/2023 1–12/2022 CHANGE%

Project Personnel 686 642 6.9

Consulting 97 98 -1.0

Renewable Energy 50 38 31.9

Other Functions 2 1 50.0

Group total 835 779 7.2

On December 31, 2023, Dovre Group employed 820 (728) people, 679 (583) of whom were

employed by Project Personnel, 84 (100) by Consulting, 54 (43) by Renewable Energy and 3

(2) by other functions.

The Group’s personnel expenses in 2023 were EUR 109.4 (98.4) million.

GROUP MANAGEMENT

There were changes in Dovre Group’s management team during the 2023 financial year. Sirpa

Merelä (formerly Haavisto) resigned and left her CFO position on 31 August 2023. Hans Sten

started as the new CFO as of September 1, 2023. Miko Olkkonen left the company’s manage-

ment team on 28 December 2023. At the end of the year, the management team included

Arve Jensen (CEO), Stein Berntsen (Director), Consulting business area) and Hans Sten (CFO).

The Annual General Meeting of 30 March 2023 re-elected Ilari Koskelo, Antti Manninen, Svein

Stavelin, and Sanna Outa-Ollila as members of the Board of Directors. Convening after the AGM,

the Board elected Svein Stavelin as Chairman of the Board and Ilari Koskelo as Vice Chairman.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

SHARES, SHAREHOLDERS, AND STOCK OPTIONS

CAPITAL AND TRADING

There were no changes in the share capital or in the number of shares during the year. On

December 31, 2023, Dovre Group’s share capital was EUR 9.603.084,48 and the total number

of shares 105.956.494. The average number of shares during the year was 105.956.494 shares.

In 2023, altogether 18.0 (30.8) million Dovre Group shares were exchanged on the Nasdaq

Helsinki Ltd., corresponding to a trade of approximately EUR 9.0 (19.6) million. During the

year, the volume weighted average price of Dovre share was 0.50 (0.65), the lowest quotation

was EUR 0.35 (0.54) and the highest EUR 0.66 (0.80). On December 29, 2023, the closing

quotation was EUR 0.43 (0.58). The period-end market capitalization was approximately EUR

45.9 (61.8) million.

Dovre Group Plc has one series of shares. Each share entitles its holder to one vote. Dovre

Group Plc’s shares are listed on Nasdaq Helsinki Oy.

OWN SHARES

There were no changes in the number of Dovre Group’s treasury shares during the year. At the

end of December 2023, Dovre Group Plc held 236.725 of its own shares, representing approx-

imately 0.22% of all the company’s shares and votes.

SHAREHOLDERS AND HOLDINGS OF THE BOARD OF DIRECTORS AND THE CEO

On December 31, the number of registered shareholders of Dovre Group Plc totaled 6.013

(6.163), including 8 (8) nominees registered. The share of nominee-registered shares was 5.1

(5.8)% of the Group’s shares.

On December 31, members of the Group’s Board of Directors and the CEO held, including

holdings through controlled companies and family members living in the same household, a

total of 8.985.565 (8.833.873) shares in the company, representing 8.5 (8.3)% of all shares

and voting rights. The company did not have open stock option plans at the end of the year.

There were no flagging notifications in 2023.

HOLDINGS OF BOARD OF DIRECTORS AND CEO ON DEC 31, 2023

NAME SHARES, PCS PERCENTAGE OF SHARES

Svein Stavelin 396.268 0.4%

Ilari Koskelo 7.455.000 7.0%

Antti Manninen 533.485 0.5%

Sanna Outa-Ollila 26.692 0.0%

Board members, total 8.411.445 7.9%

CEO Arve Jensen 574.120 0.5%

Total 8.985.565 8.5%

SHAREHOLDER AGREEMENTS

Dovre Group is not aware of any shareholder agreements pertaining to share ownership or

the use of voting rights.

STOCK OPTIONS AND LONG-TERM INCENTIVE PLANS

The long-term incentive program has been extended to 2022-2025. The remuneration is based

on annually set performance conditions and the key metric is operating profit. The remuner-

ation can be paid in shares or cash subject to Board decision. The Group Executive Team is

responsible for personnel income tax on award. The shares or cash will be awarded when the

vesting period ends at the beginning of 2025.

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

ANNUAL GENERAL MEETING AND THE AUTHORISATIONS

OF THE BOARD OF DIRECTORS

Dovre Group Plc’s Annual General Meeting (AGM) was held on March 30, 2023. The AGM adopted

the financial statements and consolidated financial statements for 2022 and discharged the

members of the Board of Directors and the CEO from liability for the financial year ending on

December 31, 2022.

In accordance with the Board’s proposal, the General Meeting decided that no dividend will

be paid for the fiscal year 2022.

The General Meeting approved the remuneration report for the year 2022 as proposed

by the Board.

The General Meeting confirmed the number of Board members to be four (4). Svein Stave-

lin, Ilari Koskelo, Antti Manninen, and Sanna Outa-Ollila were re-elected as Board members.

The General Meeting decided that the Chairman of the Board will receive a remuneration

of EUR 40,000, the Vice Chairman EUR 33,000, and each Board member EUR 25,000 per year.

Board remunerations will be paid in cash. Reasonable travel expenses will also be reimbursed.

BDO Oy, an auditing firm, was elected as the auditor. BDO Oy has announced that Henrik

Juth, Authorized Public Accountant, will act as the principal auditor. It was decided that the

auditor’s fee will be paid according to the approved invoice.

The General Meeting authorized the Board of Dovre Group Plc to decide on the acquisition

of the company’s own shares and on the issuance, disposal, and/or granting of special rights in

accordance with Chapter 10, Section 1 of the Finnish Companies Act. Both authorizations concern

a maximum of 10,100,000 shares, which corresponds to no more than 9.5% of the company’s

total shares. The authorizations are valid until June 30, 2024, and revoke any previously given

corresponding authorizations.

The Board of Dovre Group Plc did not use the authorizations described above during the

review period. The decisions of the General Meeting are available in full on Dovre’s website at

https://www.dovregroup.com/investors/share-and-ownership

DISCLOSURE OF NON-FINANCIAL INFORMATION

The Disclosure of Non-Financial Information adheres to the stipulations outlined in Chapter

3a, sections 1–6 of the Finnish Accounting Act, emphasizing Dovre Group’s commitment to

transparent and responsible corporate governance.

The purpose of this disclosure is to describe Dovre’s responsible business practices aligned

with the company’s business principles (Code of Conduct). Dovre Group’s principles governing

corporate responsibility, key performance indicators, and an overview of risk management

regarding non-financial aspects – encompassing environmental considerations, social and

employee-related concerns, human rights, as well as anti-corruption and anti-bribery initiatives

– are presented at a broad level. The disclosure predominantly mirrors the company’s business

principles (Code of Conduct) and other established corporate policies.

BUSINESS MODEL

Dovre Group is a global provider of project management services. The corporation operates in

three business areas: Project Personnel, Consulting, and Renewable Energy. In 2023, Project

Personnel contributed 55% (45%) to the revenue, Consulting 9% (9%), and Renewable Energy

36% (46%). The company employed 820 (728) individuals worldwide at the end of the year.

The Project Personnel business provides project professionals for large-scale investment

projects in the energy, infrastructure, and industrial sectors globally. It supports organizations

in global, large, and complex projects by ensuring the availability of the right type of project

workforce regardless of location, keeping projects on schedule and within budget, and meeting

project-specific expectations.

The Consulting business operates in the Nordic countries and offers project management

expertise for the development and implementation of large investment projects in sectors such

as transportation, construction, real estate, IT and communication, electricity transmission,

carbon capture and storage, healthcare, defense, pulp and paper, energy, and public administra-

tion. It provides strategic and operational expertise in project management and procurement,

ranging from business plans to execution. Consulting may involve technical, commercial, or

legal aspects. Services also include project management software and industrial virtualization

services.

The Renewable Energy business consists of the activities of Suvic Oy, a subsidiary 51%

owned by Dovre. Suvic Oy specializes in constructing energy solutions, particularly wind farm

and solar energy projects, and project management. It also offers contracting services for

the energy and industrial construction sector, as well as services like consulting, planning,

and budgeting for development projects. The Renewable Energy business group also includes

Renetec Oy, established in 2023.

THE FOUNDATIONS FOR RESPONSIBLE OPERATIONS

Dovre aims to conduct its operations responsibly. The company’s business principles (Code

of Conduct) broadly define how it treats others, conducts business, and protects corporate

assets. These principles communicate to Dovre’s customers, investors, and stakeholders that

the company is committed to upholding the highest ethical standards. The Code of Conduct

is available to all stakeholders on the company’s website (Investors -> Corporate Governance).

All Dovre employees (permanent staff, consultants, and subcontractors) are expected to

familiarize themselves with the business principles, obtain correct information about their

Dovre Group

Business areas

Key Figures

CEO’s review

Dovre Group as an investment

Sustainability at Dovre Group

Report of the Board of Directors

Shares and Shareholders

Key Figures by Share

Calculation of Key Indicators

Consolidated Financial

Statements, IFRS

Consolidated Statement

of Comprehensive Income

Consolidated Statement

of Financial Position

Consolidated Statement of Cash Flows

Consolidated Statement

of Changes In Shareholders’ Equity

Notes to the Consolidated

Financial Statements

of the Parent Company, FAS

Dovre Group Plc’s Income Statement

Dovre Group Plc’s Balance Sheet

Dovre Group Plc’s Cash Flow Statement

Notes to Dovre Group Plc’s

Financial Statements

Corporate governance statement

Investor Relations

terms, and take personal responsibility for honest and fair conduct. Dovre is also committed

to the UN Declaration of Human Rights.

Additionally, Dovre Group aligns its operations with the United Nations’ Universal Declara-

tion of Human Rights and holds ISO9001:2015 certification in its operations in Norway, Canada,

US, and Singapore.

ENVIRONMENTAL RESPONSIBILITY

Dovre’s direct environmental impacts are minimal since the majority of its business operations

occur in clients’ premises and offices. Apart from the electricity consumption in its own offices,

environmental impact primarily stems from commuting, especially in the context of mobile pro-

ject work often conducted at client sites, properties, and construction sites. Travel has declined

since the onset of the COVID-19 pandemic, and Dovre anticipates that the move to remote

work will continue, resulting in lower environmental impacts, particularly in terms of air travel.

Dovre’s business principles (Code of Conduct) emphasize the company’s commitment to

responsible operations, taking into account environmental concerns at all its global offices.

The company has codified Health, Safety, and Environment (HSE) guidelines that apply to

individuals working under Dovre Group or its client’s jurisdiction.

As part of its HSE work, the company encourages waste minimization and prohibits envi-

ronmental pollution. Through consistent health, safety, and environmental practices, Dovre

minimizes environmental harm. Consultants and subcontractors working under client supervi-

sion are expected to follow the respective client’s health, safety, and environmental principles

and standards.

Due to the nature of Dovre’s operations, indirect environmental impacts are estimated to

be significantly greater than direct impacts. With over 400 new customer projects annually,

Dovre indirectly impacts communities and the environment. The Renewable Energy segment

diversifies Dovre’s services in the energy sector and contributes to societal transformation and

broader adoption of renewable energy through its subsidiary Suvic Oy’s wind farm projects.

This transformation is a key focus area for the company. Dovre anticipates that the carbon

footprint of its renewable energy business will surpass its operational carbon footprint in the

coming years.

Dovre’s significant contribution to sustainable development lies in its participation in pro-

ject planning and management, as well as consulting clients based on the highest standards

aligned with Dovre’s guidelines. Assignments are meticulously executed in accordance with

client investment decisions and contractual agreements.

Dovre’s direct environmental impacts are minimal since the majority of its business opera-

tions occur in clients’ premises and offices. Apart from the electricity consumption in its own

offices, environmental impact primarily stems from commuting, especially in the context of

mobile project work often conducted at client sites, properties, and construction sites. Travel

has declined since the onset of the COVID-19 pandemic, and Dovre anticipates that the move

to remote work will continue, resulting in lower environmental impacts, particularly in terms

of air travel.