Untitled

| Annual report

2022 ^

Highlights

Our business

ESG report

Board of Directors report

Financial statements

Corporate Governance

APMs, terms and abbreviations

| We simplify

complexity ^

We create and take care of your business

opportunities by connecting people, processes

and systems. Our technology and competence

give you time to focus on what’s important.

Arribatec Group ASA | Annual report 2022

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| Contents ^

Highlights

Arribatec at a glance

Highlights of the year

Key figures

Letter from the CEO

Our business

Arribatec vision and values

Shareholder information

Code of Conduct

ESG report

Board of Directors report

Board of Directors

The Board of Directors’ Report

Responsibility Statement

Financial statements

The Group

Parent Company

Auditor’s report

Corporate Governance

103

APMs, terms and abbreviations

108

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| Arribatec at a glance ^

More about usOur results Our people

Recurring of

total revenue

35%

Employees

353

Organic growth

11.2%

Nationalities

Number of clients

1 780

• Listed on Oslo Stock Exchange

• 60+ Software and solution offerings

• Key partnerships:

Unit4, QualiWare, Hypergene, Rambase,

Microsoft, CatalystOne, Pagero, PowerBI

• 40% of business outside of Norway

• 16 offices around the globe

• 35% women, 65% men

• Main industries:

Governmental, Higher education, Research,

Health, Energy and oil & Gas, Bank & Finance,

Shipping, Hospitality, Engineering and

construction, Non-profits

Overall job

satisfaction score

7.4 (out of 10)

Average age

40 years

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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HighlightsHighlights | Arribatec at a glanceHighlights | Arribatec at a glance

| Highlights of the year ^

• Aligned with strategy from the past acquisitions we have

professionalised the Group by integrating and coordinating the

business across geography and Business Areas in the Group

• We build enduring relationships with businesses based on our

understanding of their needs

• Business Development and sales force has been significantly

developed and increased

• Arribatec Cloud was ISO 27001 certified in March. This ensures

deliveries with a high degree of security and quality

• We have won contracts with large corporations like Backe group

and Hære Isaksen, FTI Consulting Inc, Gassco, Repsol, Thon hotel

chain

• After having restructured the Business Area Marine during 2022,

the BA sold part of its IP portfolio and will focus on the asset

management software, InfoShip

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

Highlights

Our business

ESG report

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HighlightsHighlights | Highlights of the yearHighlights | Highlights of the year

| Key figures ^

Key consolidated figures and ratios

Full year

2022

Full year

2021

Revenue TNOK 504 968 413 938

Gross profit TNOK 389 934 321 079

EBITDA TNOK (34 107) (6 800)

Adjusted EBITDA TNOK (25 090) (1 601)

Operating profit/(loss), EBIT TNOK (90 339) (49 770)

Net profit/(loss) TNOK (83 393) (48 858)

Revenue growth y/y for the quarter/full year % 22.0% 168.7%

Gross profit margin % 77.2% 77.6%

EBITDA margin % (6.8%) (1.6%)

Adjusted EBITDA margin % (5.0%) (0.4%)

Earnings per share NOK (0.13) (0.10)

Cash at end of period TNOK 40 449 43 758

Equity TNOK 281 927 316 506

Equity ratio % 54.7% 57.3%

Price per share at end of reporting period NOK 0.369 1.180

FTEs (own employees) Number 353 374

No. of outstanding shares, beg. of period Number 584 903 064 418 583 331

New shares issued Number 105 670 153 166 319 733

No. of outstanding shares, end of period Number 690 573 217 584 903 064

Average number of shares, year to date Number 658 988 513 489 277 730

Gross profit

390 MNOK

EBITDA margin

(6.8%)

Revenue

505 MNOK

Revenue growth y/y

22.0%

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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HighlightsHighlights | Key figuresHighlights | Key figures

Letter from the CEO

| A year of building common

structures ^

Reflecting on the past year in Arribatec, we are proud to share our progress,

milestones and developments. In addition to an increase in organic growth,

2022 has been a transformative year for Arribatec. We have invested

significant amount of time and resources on building structure, processes,

policies and tools in order to better prepare the group for profitable growth in

the coming years.

The ongoing pressure on companies globally to automate, improve, and create value has during

2022 created significant opportunities for organic growth for Arribatec.

We have been winning contracts across all our business areas with a broader selection of

products and services. The holistic product offerings and our expertise we now have in our group

differentiate us in the market, as we offer a unique mix of consulting, management systems and

cloud services like no other provider can, and this drove a 22% revenue growth for the group

for 2022.

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HighlightsHighlights | Letter from the CEOHighlights | Letter from the CEO

Prepared for profitable growth sustainable in the long run

To prepare for accelerated growth, we have spent the past year on strategic initiatives, taking

action where we were subpar and adjusting our organisation. This included resizing BA Marine,

selling a part of our IP, Infoship Performance; resizing and moving our software development

activities from Poland to Norway and finalizing the core products for Hospitality.

As a result, we are now well-equipped to grow further, and we have already experienced the

synergies from great collaborations and joint processes across our business areas. This has

created new opportunities that we could only seize as a group.

All internal processes and systems in place

Internally, we have achieved several milestones that have been critical to position ourselves

for continued success. This includes implementing Business Process Management (BPM) and

Enterprise Resource Planning (ERP) systems and several extensive security-, risks- and compli-

ance projects. Everything was implemented by use of internal resources, and the teams involved

have done a fantastic job simplifying our organisational structure, streamlining our daily operations

and securing compliance.

We moved in to a new group head office in Oslo in early 2022, creating an inclusive and inspiring

environment that connects all our business areas to a united group. The move has brought all our

teams and business areas together under one roof, allowing us to work more collaboratively and

take advantage of the group’s broad expertise.

Bold promise and disruption

We always had a holistic and client-centric approach, putting the needs of our clients at the

forefront of everything we do. 2022 was the year we made a bold promise to all our clients and

partners; as problem solvers, we streamline our client’s processes and systems - making them

as efficient as possible with lasting results.

This has resulted in a new tagline that reflects our commitment to simplifying complexity.

Our new tagline, “We simplify complexity”, represents our determination to provide simplified

solutions that solve complex business challenges.

Looking ahead, we are excited about the opportunities that await. New technology and

advances in AI represent significant opportunities for Arribatec. I am of the firm belief that we

are well positioned to take advantage of the opportunities these inevitable changes represent

for the entire globe. We remain committed to simplifying complexity and providing end-to-end

solutions to complex business challenges. We will continue to prioritise sustainability, social

responsibility, and innovation in everything we do.

Sincerely,

Geir Johansen

CEO of Arribatec Group

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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ESG report

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HighlightsHighlights | Letter from the CEOHighlights | Letter from the CEO

| Arribatec vision and values ^

“We simplify complexity”.

Arribatec deliver a wide range of products and services

to various industries worldwide. The vision “We simplify

complexity” is the driving force behind everything we do.

Every employee is dedicated to deliver effective and tailored

solutions and services that help clients navigate complex

challenges and achieve their goals with greater ease.

Responsibility

We take

responsibility

Our willingness to take responsi-

bility sets us apart. As a group we

are authentic, reliable and loyal.

We keep our word and own the

decisions and actions we take.

This is because we understand

that we are accountable for our

shared impact and results.

Integrity

We act

with integrity

Integrity is part of our group

DNA. We treat our customers,

colleagues and partners with

respect, professionality and good

intentions, as we believe that

this foster trust and long-lasting

relationships. We stay true to our

group and our shared values even

when nobody is watching, as we

believe it is the right thing to do.

Service-minded

We are

service-minded

We understand that we are only

as successful as our external and

internal customers. Hence, we

listen, work hard to understand

the customers’ needs and strive to

deliver above their expectations.

Empower

We empower

those around us

We have the motivation and confi-

dence to empower those around

us. We do so by showing interest,

actively sharing our knowledge

and giving our customers,

colleagues and partners the

opportunity to develop and grow.

By doing so, we lift each other up.

The values are recognized as the

RISE culture in Arribatec.

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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Our businessOur business | Arribatec vision and valuesOur business | Arribatec vision and values

| Shareholder information ^

The Group’s total capitalisation at 31 December 2022 was NOK 254 million,

based on a closing share price of that day of NOK 0.37.

Dividend policy

Arribatec is growing fast, both organically and through M&A

activities. Both these avenues for growth require liquidity and

availability of sufficient funding as well as a healthy equity

ratio. While the group is in an expansion phase, the Board is

not planning for regular dividends to be paid to the share-

holders. There has not been given, nor proposed to give, a

mandate to the Board of Directors to approve a distribution of

dividends.

Shares and share capital

31 December 2022, Arribatec Group ASA had 690 573 217

ordinary shares outstanding with a par value of NOK 0.28 per

share (see Note 25 to the financial statement). The company

has one share class, with each share conferring equal dividend

rights and votes. On 31 December 2022 the company had

5 483 shareholders.

Listing

The Company’s shares are quoted and traded in NOK at the

Oslo Stock Exchange (Ticker: ARR). The shares are registered

in the Norwegian Central Securities Depository (VPS), with

Nordea Issuer Service Registrar. The shares carry the security

number ISIN NO0012861667.

Principal shareholders

The 20 largest shareholders of Arribatec are predominantly

Norwegian investors. A table of these shareholders is included

in this chapter.

Investor relations

Arribatec will maintain an open dialogue with the capital

market. Regular information is therefore published through

the annual report, interim reports and presentations and

stock exchange announcements. The company distributes

all information relevant to the share price to Oslo Børs. Such

information is distributed without delay and simultaneously to

the capital market and media and published on the company

webiste. The CEO and CFO are responsible for the company’s

investor relations activities and for all communication with

the capital markets. All information is communicated within

the framework established by security and accounting legis-

lation and rules and regulations of Oslo Børs. All information

regarding Arribatec is available on the company’s website at

www.arribatec.com.

Annual General Meeting

The annual general meeting of Arribatec is normally held in

May each year. Written notice and additional relevant material

are sent to all shareholders individually or to their custodian

bank at least three weeks before the AGM is to take place.

The notice is also made available on the company’s website.

Shareholders are encouraged to participate and to vote at

the AGM. To vote, the shareholder must either be physically

present or be represented by a proxy.

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Our businessOur business | Shareholder informationOur business | Shareholder information

20 largest shareholders at 22 March 2023

Holding Stake

FERNCLIFF LISTED DAI AS 16 655 404 24.1%

TITAN VENTURE AS 2 810 000 4.1%

ARRIBA INVEST AS 2 660 000 3.9%

DALLAS ASSET MANAGEMENT AS 2 467 200 3.6%

JOAR AARENES 2 411 185 3.5%

SRK CONSULTING AS 1 780 947 2.6%

NORDNET BANK AB 1 776 113 2.6%

ERIK SKAAR OPDAL 1 695 200 2.5%

TORSTEIN INGVALD TVENGE 1 320 000 1.9%

TRUDE HALVORSEN 1 079 789 1.6%

HANEKAMB INVEST AS 1 055 347 1.5%

DATUM AS 854 291 1.2%

MIDDELBOE AS 701 115 1.0%

NORSK REGNESENTRAL 677 074 1.0%

DANSKE BANK A/S 612 711 0.9%

LARS HUGO BRAADLAND OLSEN 574 850 0.8%

LCS AS 551 801 0.8%

JAN ARNE CHRISTENSEN 515 675 0.7%

VALSET INVEST AS 450 000 0.7%

MUHLBRADT EIENDOM AS 412 180 0.6%

Total 20 largest shareholders 41 060 882 59.5%

Other shareholders 27 996 440 40.5%

Total 69 057 322 100.0%

Geographic residence Shareholders as registered in VPS on 22 March 2023

Country Holding Stake

Norway 64 845 025 93.9%

Sweden 2 126 382 3.1%

Denmark 732 304 1.1%

Belgium 338 108 0.5%

United Kingdom 298 557 0.4%

Other 716 946 1.0%

Total 69 057 322 100.0%

Ownership structure by size of holding as registered in VPS on 22 March 2023

Number of shareholders Number of shares Holding Stake

11 >1 000 000 35 711 185 51.7%

73 100 001-1 000 000 18 417 662 26.7&

355 10 001-100 000 10 440 560 15.1%

234 5 001-10 000 1 777 947 2.6%

810 1 001-5 000 2 104 659 3.0%

3 925 1-1 000 601 309 0.9%

5 408 5 408 Total 69 057 322 100.0%

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Our businessOur business | Shareholder informationOur business | Shareholder information

| Code of Conduct ^

Basic Human Rights –fairness and

safe work environment

Arribatec ensures that employees perform as well as the

company’s business conduct are being performed in a way

that secures the human rights as described in UN’s universal

“Declaration of Human Rights”. One of the main topics in

the declaration describes the right to express one’s own

convictions, opinions and concerns in good faith and without

retaliation.

Employee’s rights and duties

Arribatec ensures that all employees have work and

employment relations that comply with the current laws

and regulations. Employees shall receive an Employment

Agreement ahead of his/her start of the employment. In most

countries in which Arribatec is operating, the Employment

Agreement shall reflect a description of his/hers role and

responsibilities, work location, working hours, vacation and

compensation elements. Employees shall adhere to his/her

Employment Agreement. Employment Agreements include

reference to the employing company’s policies as well as the

respective country’s laws and regulations covering working

conditions. Employees have the right to be a member of a

union as applicable to the country of employment.

Health, Environment and Safety

Arribatec ensures that the company represents a safe work-

place, a good working environment as well as do the up most

to secure the health and security of the employees. The

employees shall contribute to the co-worker’s rights at the

workplace, as well as a fair treatment by the peers.

Any unacceptable event or incident will be analysed by the

company, with the aim to resolve the situation within a reason-

able period.

Protection of Personal Data

Arribatec respects and secures the employee’s privacy and

personal information at all time. The company will abide by the

Personal Data Protection described in the GDPR regulations.

Arribatec ensures that a Data Protection Agreement with

customers, partners or other relevant parties is entered when

applicable. Reference is made to the GDPR guidelines for the

company. GDPR regulations applies to countries within EU, and

other countries adhering to EU regulations.

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Our businessOur business | Code of ConductOur business | Code of Conduct

Conflict of interest

Employees within Arribatec shall not seek personal interests

affecting customers’ or partners’ decisions and/or actions and

resulting in financial gain or obtaining other services for the

employee representing a conflict of interest. Further descrip-

tion of behavior to avoid conflict of interest is described per

country, if applicable.

Gifts and representation

Employees in Arribatec will not offer nor receive any gifts,

services, or representation. Gift of symbolic value can be given

and/or received from business associates when appropriate.

Competition

Employees in Arribatec will conduct activities in the commer-

cial area in an ethical and a professional way. This behavior

also applies in situations where the company experience

competition. Employees shall aim to avoid contact with entities

understood to operate in an unethical way. Adherence to laws

and regulations regarding competition is part of the Code of

Conduct within Arribatec.

Handling of information

Employees in Arribatec have the duty to secure confidentiality

of all types of information about Arribatec’s commercial strat-

egies, business plans- and activities. The same confidentiality

applies to handling of customers’ and partners’ confidential

information when knowledge of such information is provided to

an employee of Arribatec.

Notification of unacceptable situations and/or behavior

Arribatec ensures that employees do not experience harass-

ment and/or discrimination. Each and every employee shall

show respect and integrity in all interactions in the workplace.

Employees within Arribatec have the right to provide

information about unacceptable situations/behavior to a

representative of choice within the company.

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Our businessOur business | Code of ConductOur business | Code of Conduct

| Environment, Social

and Governance ^

This section provides an overview of Arribatec’s Environmental, Social,

and Governance (ESG) practices over the past year and the plans for ESG.

Arribatec believe that integrating ESG considerations into the business

operations is crucial for creating long-term value for the stakeholders and

for building a sustainable future.

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ESG reportESG report ESG report

Arribatec aims to provide transparency and accountability to

the stakeholders, and recognize the importance of ESG prac-

tices in today’s business landscape. Arribatec is committed to

being a responsible and sustainable company.

The ESG initiatives shall not only benefit the environment and

society, but also contribute to the financial performance and

long-term success. By integrating ESG practices into the

decision-making processes and daily operations, Arribatec

aim to minimize the environmental footprint, foster a diverse

and inclusive workplace culture, and maintain high ethical

standards.

As a comparatively young company that has undergone

several mergers and acquisitions in the last two years, the

primary objective has been to harmonize and integrate the

working practices with the principles of ESG and at the same

time remain committed to upholding the ESG responsibilities

in the ongoing operations.

Authorities

Owners

Customers

Employees

SuppliersMedia

Society

Partners

Interest

groups

Arribatec will continue improving our

ESG practices and taking our role in creating

positive social and environmental impact

Geir Johansen, CEO

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ESG reportESG report ESG report

The main tasks in 2022 have been to:

1.Identify the relevant ESG topics

2.Conducting benchmark

3.Identifying material topics and conducting SWOT analysis

4.Setting the appropriate targets and ambitions

5.Establish roadmap leading to the ESG targets

6.Finalizing the ESG strategy and incorporate this in the

corporate strategy

7.Establish baseline for the ESG performance

Our ESG strategy statement

At Arribatec we take ownership of the complete service we

provide and responsibility for our own impact on the envi

ronment, the society, and the economy throughout our value

chain. ESG is incorporated into our business strategy and

processes and reflected in our values. We strive to manifest

our values and show our commitment to ESG in everything we

do. We consider ESG and our values to be mutually reinforcing.

We take responsibility in reducing our environmental footprint

and caring for our employees and clients. We act with integ

rity in all business practices and internal processes. We are

service minded in offering our clients the best products and

competence and our employees with the best development

opportunities. We empower our employees, clients, and

business partners to act in the best interest of the planet and

society.

Arribatec has identified eight priority areas within ESG that

guide the operational decision making, as well as the product

and service offerings. These priority areas drive how we work

with the value chain.

Environment

• Our aim is to become carbon neutral by 2030

• We aim to ensure 100% reuse and recycling rate of elec-

tronic waste by 2026

Social

• We have a strong focus on ESG competence building among

our employees and across the group

• Our employees are our main asset. We want our employees

to thrive at work and we aim to be recognized as an

employer by choice, placing our people at the heart of

everything we do

• We aim for our employees to find meaning in what they do

and to develop their skills and abilities

Governance

• We aim to influence and support our business partners and

clients to maintain high standards of ESG

• Ethical business conduct is at the highest priority in

Arribatec. We have zero tolerance for corruption and

unethical behaviour

• We aim to ensure high-level protection of our customer and

employee data

Each of the eight priority areas has been given concrete

objectives and actions making sure Arribatec act and deliver in

accordance.

ESG performance

Achieving the goals and objectives is impossible without

measuring the starting point and tracking the progress. In

2022, the focus has been on establishing the baseline and

defining the appropriate targets. To ensure consistency and

avoid fragmentation in the efforts, Arribatec has opted to use

the GRI standards to report on the ESG performance. This

includes implementing common processes for collecting data,

reporting, monitoring performance, and taking appropriate

action where needed. The following three subsections will

elaborate on the work Arribatec has undertaken and the

performance.

Environment

The ongoing effects of climate change become increas-

ingly evident each year, making it one of the most pressing

challenges of our era. As a multinational organisation with

operations in close to 30 countries, Arribatec is dedicated to

fulfilling the responsibility in addressing climate change and

minimizing the emissions intensity as the group continue to

grow.

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ESG reportESG report ESG report

Energy

The operations produce the following emissions based on

the GHG emission standard; scope 1 and 2. Arribatec has

ESG- reporters (supervisors) located at every office with key

responsibility to report annually on all metrics.

Scope 1 emissions:

2 781 tonnes CO

Scope 1 emissions are direct greenhouse (GHG) emissions that

occur from sources that are controlled or owned by Arribatec

(e.g., emissions associated with fuel combustion in boilers,

furnaces, vehicles).

Scope 2 emissions:

167 438 tonnes CO

Scope 2 emissions are indirect GHG emissions associated with

the purchase of electricity, steam, heat, or cooling. Although

scope 2 emissions physically occur at the facility where they

are generated, they are accounted for in Arribatec’s GHG

inventory because they are a result of the organisation’s

energy use.

The emission for 2022 will found the baseline for future

improvements. The strategy states that Arribatec shall “reduce

the emission from direct activities by 30% by 2024 compared

to baseline in 2023”. This work has already started.

Energy consumption through own operations

kWh

Cooling 395 182

Heating 856 358

Electricity renewable 180 828

Electricity non-renewable 399 048

Arribatec has identified where the energy consumption

comes from, helping the company identify where the need for

improvement is to meet the goal of reducing the emission and

ultimately become carbon neutral. Given the locations, most

of the energy comes from heating. Arribatec strive to get most

of the electricity from renewable energy. As a result, Arribatec

has ensured that all the datacentres have green electricity

certificates and that the suppliers are chosen based on their

environmental performance.

Circular economy

As a first assignment to reuse and recycle 100% of all elec-

tronic waste by 2026, Arribatec needed to create the baseline

for the e-waste reduction. Equipment disposal closets was

launched early in 2022 to many of our offices, making sure all

equipment not possible to reuse internally are either recycled

or fixed to be reused.

Reused units 150

Recycled units 325

Products in process 251

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Social

Arribatec strongly believe that the core strength of the group

lies in the day-to-day efforts of the employees, who work

tirelessly to grow the business and enable Arribatec to help

clients in overcoming their challenges and seizing new oppor-

tunities. In other words, the employees are the driving force

behind the company, and it is therefore essential to continu-

ously prioritize their needs and aspirations to ensure continued

growth. The social impact goes beyond the work Arribatec

do for the employees and clients. Arribatec strive to make a

positive difference in the communities and the world through

charitable initiatives, sponsorships and volunteer work.

Corporate Social Responsibility

Arribatec is committed to be a good corporate citizen and

demonstrate integrity and high ethical standards in all its busi-

ness dealings.

Arribatec’s Board of Directors has implemented guidelines for

Ethical and Corporate Social Responsibility. The purpose of

these guidelines is to create a sound corporate culture and

to preserve the integrity of Arribatec by helping employees

to promote standards of good business practice. Arribatec’s

guidelines on Ethical and Social Responsibilities applies to all

employees of the Group and to anyone who holds a position

of trust in the Group, including members of the boards and

consultants acting on behalf of the Group.

The principles and standards provided therein aim to provide

guidance to Arribatec’s people for a common platform and to

support Arribatec’s vision, core values and principles. These

guidelines are instrumental for Arribatec’s approach to human

rights, fair working environment and equal rights, health and

safety, environment, business ethics and anti-corruption.

The Group regularly reviews the guidelines and will continue

its ongoing efforts to educate the organisation on the

prevailing standards and principles. Arribatec’s Ethical and

Corporate Social Responsibility Guideline is publicly available

on Arribatec’s website.

Human rights

Arribatec shall ensure that the company’s business conduct

is being performed in a way that secures human rights as

described in the UN’s universal “Declaration of Human Rights”.

One of the main topics in the declaration describes the right to

express one’s own convictions, opinions and concerns in good

faith and without retaliation.

Working environment

The Group has business contacts of different nationalities

and cultures and has built an international mindset for years.

Employees are encouraged to treat each other and business

contacts with respect and act according to local laws and

regulations, as well as to pay attention to local values and

norms for social conduct. The Group does not tolerate derog-

atory treatment of any employee. The Board of Directors and

Management seeks to create a working environment that is

pleasant, stimulating, safe and beneficial to all employees.

The Group’s working environment complies with applicable

rules and regulations and the Board of Directors has not found

reason to implement any special measures in this respect.

Going forward, Arribatec commits to actively continue its work

for a safe and nurturing working environment in accordance

with applicable rules and regulations.

Equal rights

Arribatec does not accept discrimination on the grounds

of race, colour, gender, sexual orientation, age, disability,

language, religion, legitimate political or other opinions,

national or social origin, property, birth or other status. The

Group’s facilities are equally well equipped for females and

males. The Group complies with Norwegian legal require-

ments with respect to gender representation in the Board of

Directors.

The Board of Directors will continue its efforts to ensure that

the principle of equal treatment is carried out in accordance

with the adopted policy. Both recruitment of new personnel

and professional development for the Group’s existing

employees will be based on qualifications, achievements and

equal opportunities.

Health and Safety

Health and safety are indispensable components of all the

Group’s activities. All hazards and risks to health and safety

must be mitigated when identified. Generally, Arribatec’s

business involves low risk in the day-to-day activities, without

the use of chemicals, heavy machinery or equipment that can

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cause damage or injuries. Delivery of Arribatec’s services and

solutions is sometimes done in cooperation with business

partners, which all shall be of good reputation and standing.

Environment

The Group’s operations shall always be in accordance with

applicable environmental legislation. Arribatec’s guidelines on

Social and Corporate Responsibility provide that the Group

shall always strive for improvements that may reduce its

environmental impact. Arribatec does not own or operate

manufacturing facilities. Arribatec seeks to limit its resource

consumption, prevent unnecessary environmental pollution,

including optimising transportation of goods, and manage

waste in an environment-friendly and resource-efficient

manner.

Business ethics and anti-corruption

The Group’s operations depend on the trust of contractual

parties, authorities, shareholders, employees and society in

general. In order to gain trust, the Group is dependent upon

professionalism, expertise and high ethical standards in all

aspects of the Group’s work. This applies to the way the Group

operates and the conduct of everyone associated with the

Group. All employees are expected to behave with care, integ-

rity and professionalism and abstain from actions that may

weaken confidence in the Group.

The Group’s Ethical Guidelines and Corporate Social

Responsibility Guidelines contain guidelines on ethical

behaviour in business relations and are applicable to all

employees in the Group. These guidelines clearly state

that Arribatec has a zero-tolerance policy for any form of

corruption or bribery and encourages reporting of suspected

misconduct.

The Group’s guidelines explicitly govern conflict of interests,

gifts and money laundering. No employee may receive bene-

fits for themselves or for others from the Group’s business

contacts if such benefits are based on the employment rela-

tionship. Correspondingly, no one shall give such benefits to

the Group’s business contacts. Business courtesies of modest

value, conforming to normal social customs and not intended

for influence, are not considered bribes.

All gifts with an estimated value of more than NOK 1 000 must

be reported to the Group’s CFO, who will assess whether

the relevant gift can be received on a case-by-case basis.

Arribatec has to date not been accused of, or involved in, any

cases pertaining to any form of corruption or bribery. Arribatec

encourages each employee to report on possible censurable

incidents.

Arribatec’s employees have an obligation to report on criminal

activity and on incidents that could endanger life or health.

Raising awareness of Arribatec’s existing guidelines has been

the Group’s main action with regard to business ethics and

anti-corruption, and the Group will continue such work going

forward. Neither the Board of Directors nor management are

aware of any breach of the Group’s ethical code of conduct.

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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Work force highlights

Work environment

Arribatec run weekly pulse surveys to measure, monitor and

follow-up job satisfaction. The weekly survey allows the

company to build a healthy and productive culture from the

ground up, by listening to the employees and actioning their

feedback. Despite the challenging time in the marked and the

changes Arribatec has gone through the satisfaction numbers

on all nine parameters are still around industry index. One of

the strategic objectives for 2023 is to score above industry

index in all parameters.

Diversity highlights

The Group is founded based on senior high-level competence

providing the marked with the most in depth expertise within

its domains, which is reflected in the age distribution. The

average age in Arribatec is 40. The youngest employees are

apprentices, while the largest age group is between 40-49

years. Arribatec value age diversity and are committed to

maintaining a broad range of ages within the workforce, as it

creates a more productive and conducive work environment.

To ensure preparedness for any potential organisational

changes, Arribatec has performed a succession planning

process for all levels within the organisation. This strategic

initiative is aimed at identifying and developing potential

successors for key positions, with a focus on building a

strong talent pipeline that can help maintain continuity and

stability even in times of change. By proactively planning

Leadership Job satisfaction Meaningfulness

Autonomy Work situation Participation

Personal development Team spirit Commitment

7.9 7.1 7.2

7.7 7.2 7.6

6.8 8.1 7.5

7.9

Index

7.1

Index

7.6

Index

7.6

Index

6.8

Index

7.7

Index

7.2

Index

8.1

Index

7.8

Index

Total 7.4 (business industry index 7.5). Score out of 10.

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

2020

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for succession, Arribatec aim to mitigate potential risks and

ensure that the right people are in the right roles at the right

time.

The voluntary turnover rate at Arribatec stands at 8.53%.

While the aim is to retain the employees for the long-term,

some amount of turnover can be healthy as it brings in new

employees with new energy, skills and perspectives. In 2022,

Arribatec hired 82 new employees, most of whom were hired

as part of the growth strategy, while some were replacements.

Arribatec place great importance on diversity, which is

evident from the fact that the work force includes 29 different

nationalities.

The gender diversity

The workforce currently has a higher number of men than

women. This is not intentional, but rather a result of the

companies that has been acquired in recent years and the

limited number of women available in the industry. However,

Arribatec are encouraged by the fact that the ratio is gradually

improving, and are actively working towards achieving a more

balanced gender ratio.

Ratio of salary of women to men

• Ratio of salary of women to men (Top Management): 1.01

• Ratio of salary of women to men (Mid Management): 1.22

• Ratio of salary of women to men (Non-Management

employee): 0.84

The ratio of women’s salaries to men’s salaries is slightly higher

for those in management positions, while it is lower for those

in non-management positions. Arribatec regularly monitors

this ratio to ensure that no intentional or unintentional discrim-

ination exists. Upon closer examination, it is apparent that the

variation in the ratio is influenced by factors such as seniority,

competence and skills, educational level, and job position.

Sick leave

Arribatec has a low sick leave percentage of 2.05% of total

workdays, which is a privilege. Arribatec recognize the

importance of physical and mental health, which is why it is

prioritized as a focus area throughout the year. Recently, a

mental health campaign was conducted to bring attention to a

topic that can be difficult for many to talk about.

< 20 years

20-29 years

30-39 years

40-49 years

50-59 years

> 60 years

0 5 10 15 20 25 30

Age distribution %

Top management

Per cent

18.18

Women Men

81.82

Mid management

Per cent

35.90

Women Men

64.10

Employees

(non-management employee)

Per cent

36.17

Women Men

63.83

In total

Per cent

35.44

Women Men

64.56

Arribatec Group ASA | Annual report 2022Arribatec Group ASA | Annual report 2022

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Arribatec understand that achieving a work-life balance can

be challenging, which is why a system to monitor the number

of hours worked by each employee has been implemented

to ensure that every employee maintain a healthy balance.

Additionally, Arribatec keep a close eye on the results of the

weekly pulse survey to identify any negative trends that may

contribute to increased sick leave. Various social events take

place in different parts of Arribatec to foster a positive work

environment, in addition to provide training activities such as

trips or gym membership sponsorships to promote physical

activity among the employees. As part of the employee bene-

fits program, Arribatec offer insurance and health benefits.

Arribatec do a lot of environmental acts such as installing

beehives, planting trees and cleaning beaches. To the right,

an example from when the Spanish team planted trees outside

Granada.

During 2022, instead of holiday presents to the employees,

Arribatec arranged a survey among the employees to decide

where donations should be given. As a result, Arribatec gave

donations to Children International, Doctors without Borders,

Care, International Federation Red Cross and Red Crescent

and UNICEF.

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Governance

As a professional service and IT company listed on the Oslo

Stock Exchange, Oslo Børs, Arribatec aim to maintain the

highest standards of governance and accountability, and to

ensure that the stakeholders can have confidence in the busi-

ness practices.

Arribatec do not only have a responsibility to govern its own

operations effectively but are also expected to deliver systems

and services to the clients at the same standards. The clients

and stakeholders rely on Arribatec to provide secure and

reliable technology solutions, and Arribatec recognize that the

success depends on maintaining their trust.

Authority and governance

The level of authority is stated in the Delegation of authority

policy and matrix that state the mandate for each level of the

organisation. This ensures decisions are made at the right

level, involving the right personnel.

The governance hierarchy model to the right visualizes the

governance structure of Arribatec and the management

system, ensuring that we do the right things right.

Arribatec has built a robust management system that guides

the company in the right direction and ensure that everyone

know who does what, when and how. The management

system ensure that risk is managed, and that the company

operate safe, reliable, efficient, and effective. Commitment

and compliance to the management system is a requirement.

Doing the right things

Doing things right

The future we are working towards

The principles that guide all our actions

and form the foundation of our culture

What we choose to focus our resources on

in order to achieve our goals

The intentions and high level requirements

that set the frames for how we work

The way we organise “how work gets done” to

deliver value to our customers and stakeholders

IT systems, detailed descriptions, checklists

and templates that guide how to perform

spesific activities

Laws, regulations, standards and external requirements

Opportunities and risks

Vision

Values

Strategy

Policies

Work processes and procedures

Supporting documents and systems

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Corporate governance

Arribatec are committed to maintaining the highest standards

of corporate governance and transparency. The company

believe that effective corporate governance is essential

for building trust and confidence among the stakeholders,

including shareholders, employees, customers, suppliers, and

the wider community. See chapter Corporate Governance

Statement.

Compliance

A key aspect of the management system involves detailing

how Arribatec ensure compliance. The ability to achieve the

growth ambitions and maintain the market position hinges

entirely on the professionalism and conduct of the employees,

as well as the commitment to operating with the utmost

ethical standards in accordance with laws and regulations.

The Arribatec values, which is referred to as “RISE”, serve as

a guiding force for the actions and form the bedrock of the

compliance culture. Arribatec has built code of conducts,

policies, processes and guidelines making sure the company

operate in compliance with applicable laws and regulations.

These includes areas such as information security, data

privacy, anti-bribery and corruption, environmental sustaina-

bility in addition to other areas.

The focus on compliance, operating in accordance with laws

and regulations, and upholding high ethical standards extends

not only to the internal operations but also to the suppliers,

partners and clients.

The suppliers shall comply with the code of conduct, all

applicable laws and regulations, contractual obligations, and

the terms of the supplier code of conduct. The supplier code

of conduct is making sure that every supplier fully respects

human rights, do not use child labour, refrain from human

trafficking, comply with employment rights in the country in

which they operate, respect environmental, health and safety

matters and have zero tolerance for corruption. Arribatec

screen all existing and new suppliers based on these criterias.

See our Supplier code of conduct at www.arribatec.com/inves-

tors/supplier-code-of-conduct.

Data privacy and information security

As a group that handles a significant amount of sensitive data

and information from multiple clients, data privacy and infor-

mation security are critical considerations. Arribatec recognize

the potential disastrous consequences of a data breach or

mishandling of the clients’ data, not only for the clients but for

the company and the stakeholders as well.

That is why Arribatec has taken extensive measures to ensure

that the company are fully compliant with GDPR regulations

and have obtained the ISO 27001 certification. The adherence

to these frameworks demonstrates the commitment to main-

taining the highest standards of data privacy and information

security.

Each of the team members has integrated this focus into

their work practices, and it is an integral part of the company

culture. Arribatec understand the value of the clients’ trust and

work hard to earn and maintain it. By prioritizing data privacy

and information security, Arribatec can ensure that the clients’

confidential information remains safe and secure, and by that

maintaining the reputation as a reliable and trustworthy cloud

and service company.

As part of the mandatory onboarding process, all new

employees are required to undergo information security

training. The employee security handbook and policies are

consistently enforced and regularly reviewed in information

security meetings, email and intranet reminders, and relevant

gatherings. Furthermore, Arribatec undergo regular testing to

ensure that the company is not susceptible to any information

security breaches.

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Final word

In closing, Arribatec are committed to ESG practices and dedi-

cated to build a sustainable future. The company have made

significant progress over the past year, building the necessary

strategy, processes, and systems to improve the ESG perfor-

mance. With these building blocks in place, Arribatec are

well-positioned to deliver on the ESG targets and ambitions in

the years ahead.

Looking at 2023, the biggest effort will be focused on training

and developing the employees. Arribatec recognize that the

employees are the greatest asset, and by investing in their

knowledge and skills, Arribatec can improve the ESG prac-

tices across all areas of the business. Necessary training and

resources will be provided to the employees to incorporate

ESG considerations into the decision-making processes and

daily operations. Arribatec will encourage the employees to

take an active role in shaping the ESG strategy.

Arribatec remain committed to being a responsible and

sustainable company and believe that the ESG practices are

integral to our long-term success. Arribatec look forward to

continuing the work on ESG and making a positive impact on

the environment, society, and the stakeholders.

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| Board of Directors ^

Martin Nes

Chairman

Chairman Martin Nes has been CEO of

Ferncliff TIH AS since 2010. He holds a

law degree from the University of Oslo

and also holds a Master of Laws degree

from the University of Southampton,

England. Prior to joining Ferncliff, he

spent several years with the Norwegian

law firm Wikborg Rein, working in both

the Oslo and London offices, and with

the international law firm Evensen & Co.

Mr. Nes has extensive corporate expe-

rience and is/has been chairman and/

or a member of the boards of several

listed companies, including SD Standard

ETC Plc, Dolphin Drilling AS, Saga Pure

ASA, Standard Supply AS, Aqualis ASA,

Nickel Mountain Group AB, Self-Storage

Group ASA, NEL ASA, and Weifa ASA.

He is a Norwegian citizen and resides

in Norway. Martin Nes has served the

Board of Arribatec Group ASA since

February 2020. He is also the chairman

of the Audit Committee of Arribatec.

Øystein Stray Spetalen

Board member

Board member Øystein Stray Spetalen

is the Chairman and owner of invest-

ment firm Ferncliff II TIH AS. He is an

independent investor. He has worked

in the Kistefos Group as an investment

manager, as a corporate advisor in

different investment banks, and as

a portfolio manager in Gjensidige

Forsikring. Mr. Spetalen is a chartered

petroleum engineer from NTNU. Mr.

Spetalen is a Norwegian citizen and

resides in Norway. Øystein Stray

Spetalen has served the Board in

Arribatec Group ASA since February

2020.

Kristin Hellebust

Board member

Board member Kristin Hellebust is the

CCO of Xplora Technologies AS and

has previously served several years as

CEO of Nordisk Film Shortout AS and

as CEO of Storm Studios AS and as a

lawyer at Advokatfirmaet Selmer DA.

Ms. Hellebust currently serves on the

board of several listed companies. She

holds a Master of Laws degree from

the University of Oslo, an Executive

Master of Management program in

Financial Strategy from BI Norwegian

School of Management, and an

Executive MBA from the Norwegian

School of Economics. Kristin Hellebust

has served the Board of Arribatec

Group ASA since October 2020. She is

a member of the Audit Committee of

Arribatec.

Henrik Lie-Nielsen

Board member

Board member Henrik Lie-Nielsen

is an experienced entrepreneur,

private investor, leader, and advisor

and serves on the board of several

companies in Norway and Sweden.

He has founded several tech and

tech-enabled companies in Norway

and has spent most of his career in

the intersection between business

development and technology in

financial services. Mr. Lie Nielsen

has studied at Stanford University

Graduate School of Business

Executive Education and Harvard

Business School Executive Education.

Henrik Lie-Nielsen has served the

Board of Arribatec Group ASA since

October 2020. He is a member of the

Audit Committee of Arribatec.

Linn Katrine Høie

Board member

Board member Linn Katrine Høie is

a specialist in twin transition and

has worked with sustainability and

digitalisation for more than 20 years.

Throughout her career, she has

led major technology projects both

internationally and in Norway. Linn is

an active participant in initiatives for

women in tech and works actively for

providing sustainability with tangible

content, where trust between people

is key in any initiative related to value

creation. Currently, she is the program

manager for the Fauna Experiment

owned by Tore Gjedebo and works

as an advisor for Innovation Dock

in Stavanger. She holds a master’s

degree in societal safety and risk

management, a bachelor’s Degree

in information science, as well as a

specialisation in project management.

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| The Board of Directors’ Report ^

About Arribatec

Arribatec is a global provider of digital business solutions

that streamline complex companies, processes and systems,

making them as efficient as possible – with lasting results. With

a wide range of backgrounds and expertise, Arribatec offer a

unique mix of services and products for your business that you

won’t find elsewhere.

Arribatec has built the strategy around growth, talents, deliver-

ables and customers. These elements are interdependent and

supported by a comprehensive set of strategic objectives and

roadmaps to guide our efforts.

The objectives are formulated with the aim of achieving prof-

itable and sustainable growth for the shareholders, as well as

attracting, retaining, and developing talents within Arribatec.

Additionally, the objectives are expected to ensure effective

development, delivery, and support of all our products and

services, and ultimately to increase customer engagement and

satisfaction.

2022 has marked a significant milestone for Arribatec. Leaving

the phase of acquisitions from 2020 and 2021 behind, 2022

was the year of business collaboration including integration

of all businesses on to uniform digitalized platforms across

business areas and countries. The wide range of our products

and services complement each other, leading to improved

outcomes both for our clients and internally.

Arribatec’s unique product and service offerings are tailored to

help any organisation operate safely, reliably and efficiently.

The management systems provide a comprehensive view of

an organisation’s operations and how things relate to each

other, enabling better decision-making and optimisation of

way of working. To support this, the ERP solutions act as the

core engine of an organisation’s business landscape, providing

an integrated platform for seamless management. The

analytics systems provide insights into complex data, making

it easier for organisations to monitor performance and forecast

accurately. All products and services can be securely hosted

and supported by the Cloud infrastructure and hosting offer-

ings. This ensures that the clients can access their data and

systems at all times, without any disruptions or downtime.

In summary, the tailored product and service offerings are

designed to help any organisation achieve their goals with

ease, by providing them with the necessary tools and support

to succeed.

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In addition, the experienced consultants offer both advice and

delivery services based on clients’ unique situations and ambi-

tions. The seamless integration of the enterprise architecture

and business management products and services with ERP

solutions, analytics, and cloud infrastructure is a testament

to the commitment to providing end-to-end solutions for the

clients.

Although most of the group’s revenue still comes from Norway,

Arribatec aims to become a more prominent player outside

Norway. The group’s focus remains on generating recurring

revenue in addition to revenue through consultancy services.

Operation and Segments

Arribatec is divided into five business areas, ref Note 5:

• Enterprise Architecture and

Business process management (EA&BPM)

• Cloud services

• Business Services (BizS)

• Marine

• Hospitality

The three largest Business Areas (BA’s) are all industry

agnostic, meaning the product and services delivered by

the BA’s, can be sold to any industry, private or public.

Cooperation between those three larger BAs; EA&BPM, BizS

and Cloud is natural, and they meet the needs of medium- and

large-sized mature organisations. They are the three largest

BA’s both in terms of people and activities and they are

considered as the group’s horizontals.

Arribatec acquired a start-up that has been further developed

and refined during the past two years and represent the

Business Area Hospitality. Hospitality has concentrated its

efforts on the Nordic market and simultaneously completed

the development of the next generation customer experience

with self-service/check-in kiosks. In addition to finalizing the

product development, Hospitality has forged strategic part-

nerships with some of the most prominent global players in the

hospitality industry. The Arribatec Hospitality brand is gaining

recognition in the market, and Hospitality receive weekly

requests from companies seeking to be clients or partners.

In 2022, Hospitality secured contracts with renowned hotel

chains and stand-alone hotels in both Norway and Sweden,

with satisfaction scores exceeding industry standards. All these

accomplishments bode well for a promising 2023.

Marine deliver its self-developed software delivered to the

shipping industry bringing ship owners to a different level of

control of their vessels with functions designed to cope with

their specific market requirements. Marine underwent an

extensive restructuring process during 2022, which included

sales of one IP and a further redundancy process scaling down

the number of employees by 32. In addition to the restruc-

turing process, Marine focused on maintaining talent and client

satisfaction in a market still suffering from the aftermath of the

pandemic.

Arribatec has completed its primary integration activities. The

group has established organisational structures, processes,

and systems that can handle substantially higher volumes.

As a result, Arribatec is beginning to see the fruits of its

integration activities from the last eight quarters. Employees

are working seamlessly across locations and departments,

creating new opportunities for the company. Clients are

purchasing more of the group’s services and products and

more talents apply to our job openings.

Arribatec experience a low churn and a net client growth. Our

biggest contracts ever were signed in 2022. Being a part of

something larger, with a wide range of offerings, has proven to

be highly valued by our clients.

Financial Review

Profit and Loss

Full-year revenue amounted to NOK 505 million for 2022,

compared to NOK 414 million in 2021. In 2022, recurring

revenue amounted to NOK 184 million, while consulting

revenue ended at 298 million and other revenue at NOK 22

million. Divided by region, Norway stands for NOK 305 million,

Europe NOK 163 million, and NOK 37 million from America.

The relative size within the regions shows a slight increase for

Europe and America is stable from 2021 to 2022.

Gross profit was NOK 390 million for the full-year 2022

(NOK 321 million). The margin is slightly lower, 77% against

78% last year. The decreased margin mainly relates to

increased costs of goods purchased for resale. Personnel

costs were up NOK 66.1 million from NOK 272.7 million in

2021 to NOK 338.8 million in 2022, relating to the growth

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of number of employees in 2022. Number of full-time

employees decreased from 374 as per 31.12.2021 to 353 as

per 31.12.2022. The average number of FTEs was 363 in 2022

compared to 273 in 2021. The decrease mainly stems from the

restructuring of the Business area Marine that was finalized in

the end of 2022. Other operating costs were NOK 85.2 million

(NOK 55.2 million). Depreciation and amortizations amounted

to NOK 56 million (NOK 43 million) and included an impairment

of NOK 5.6 million relating to own software developed, mainly

from discontinued operation in Italy. The net financial result

amounted to negative NOK 0.1 million (negative NOK 3.9

million). The net loss for 2022 was NOK 83.4 million compared

to a net loss of NOK 48.9 million in 2021.

Financial position

In 2022 Arribatec issued 105.7 million new shares, of which

2 million (0.2 million) relates to the share consideration from

the settlement of the acquisition Integra in 2021, while 103.6

million shares related to shares issued in April and June 2022.

As of 31 December 2022, total assets were NOK 515 million,

compared to 552 million as of 31 December 2021. Intangible

assets accounted for NOK 281.2 million (NOK 316.4 million).

The intangible assets mainly consist of goodwill, customer rela-

tions, and technical software through business combinations.

Other non-current assets were NOK 65.8 million (NOK 58.2

million) including right-to-use assets according to IFRS 16

of NOK 41.7 million (NOK 30.3 million), deferred tax assets

of NOK 12.3 million (NOK 9.5 million) and tangible assets of

NOK 6.5 million (NOK 7.4 million). Current assets amounted

to NOK 168.3 million (NOK 177.8 million), including accounts

receivables of NOK 88.2 million (NOK 88.7 million), contract

assets of NOK 16.3 million (NOK 19.5 million) and cash and

cash equivalents of NOK 40.5 million (43.8 million). Total

interest-bearing debt stood at NOK 33.1 million at the end

of 2022 (NOK 37.4 million). Deferred tax liabilities at the end

of 2022 were NOK 10.6 million (17.1 million. At the end of the

year, 2022 total current liabilities were NOK 153.6 million

(NOK 148.5 million). The increase from last year mainly relates

to increases in accounts payables of NOK 10.6 million and a

decrease of contracts liabilities (deferred revenue) of NOK 5

million Total equity as per 31 December 2022 was NOK 281.9

million (NOK 316.5million), corresponding to equity ratio of

54.7% (57.3%).

Cash Flow

Arribatec’s cash flow from operating activities in 2022 was

negative with NOK 26.8 million, which compares to a negative

NOK 26.2 million in 2021. The main effects come from the

net change in accounts receivables and payables that had a

positive impact of NOK 11.1 million while the positive effect

from amortization, depreciation and impairment stood for 56.2

million, together these represent the main difference between

Arribatec’s operating result and cash flow from operating

activities. Net cash flow from investing activities was negative

with NOK 6.2 million (NOK 117.1 million). Of this, cash inflow

from a sale of intangible assets was NOK 9.3 million, and

capitalized purchased software and internal development

costs relating to the development of own software solutions

were negative by 13.8 million. Net cash flow from financing

was positive by NOK 27.5 million (negative 1.6 million). This

mainly relates to proceeds from borrowings shares issued by

NOK 51.8 million and instalments paid on the leased assets

of NOK 15.9 million in addition to 5.5 million debt repayments.

Arribatec had NOK 40.5 million in cash and cash equivalents at

the end of the year compared to NOK 43.8 million last year.

Risk profile

Arribatec’s regular business activities entail exposure to

various types of risk. The group manages such risks proac-

tively, and the board of directors regularly analyses its

operations and potential risk factors and takes steps to reduce

risk exposure.

Arribatec’s results of operations could be negatively affected

if the Group cannot adapt, expand or develop its services

in response to changes in technology or customer demand.

The market for the services offered by the Group is char-

acterized by rapid technological changes, frequent new

product introductions, technology enhancements, increasingly

sophisticated customer requirements, and evolving industry

standards. The Group’s future success depends on its ability

to continue to provide high-quality consulting services and to

develop, market, and implement services and solutions that

are attractive, timely, and cost-efficient for its existing and

new customers. If the Group fails to keep up with technological

changes or to convince customers of the value of its services,

intellectual assets, and solutions considering new technologies

or new offerings by competitors, the Group’s business, results

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of operations, financial condition, cash flow and/or prospects

could be materially and adversely affected.

Arribatec’s activities involve various types of financial risks

like credit risk, liquidity risk, currency risk and interest risks.

The primary focus of the Group’s capital structure is to ensure

sufficient free cash to meet its obligations on an ongoing basis

and at the same time enable the Group to make strategic

actions to grow. Credit relates to the risk that counterparty

is unable to settle their obligations under a financial contract

or customer contract, leading to a financial loss. As part of

the Group’s earning model, certain of its customers pay for

software and services under a Solution as a Service (SolaaS)

arrangement, meaning that the customer is paying a monthly

recurring amount for, inter alia, the software and services

already provided or to be provided by the Group. As such,

these customers’ monthly recurring payment obligations also

include payment for licenses and software already integrated

and implemented, in addition to services related to continuous

maintenance and consulting. This in contrast to e.g., Software

as a service (SaaS) arrangement, where the customer, in

general, pays a lump sum for the initial software integration

and implementation, and subsequently only pays for services

related to maintenance and consulting services.

Although the Group has opted for this model to ensure some

predictable long-term income, the Group is dependent on its

customers having the ability and/or willingness to pay for the

software and services already provided or to be provided.

Should a certain amount of the customers under the SolaaS

arrangement for some reason be prevented from paying

the whole or the remaining portion of these fixed monthly

payments (e.g., as a result of bankruptcy) during the duration

of the contract, the Group’s earnings, results of operations and

prospects may suffer as a result as it has ultimately taken the

cost related to software and services already provided. The

risk on existing contracts is considered low as the customers

on SolaaS contracts are mainly governmental.

Arribatec conducts its business in currencies other than its

functional reporting currency, making its results of operations,

financial position, and future prospect vulnerable for currency

fluctuations. Because part of the business is conducted in

currencies other than its functional reporting currency (NOK),

the Group will be exposed to volatility associated with foreign

currency exchange rates. Exchange rate fluctuations may

affect the Group’s financial results through translation of the

profit and loss accounts and balance sheets of foreign subsid-

iaries into NOK. Currency risks may also arise when Group

companies enter into transactions that are denominated in

other currencies other than their functional currency.

A large part of the Group’s balance sheet assets consists of

excess values and goodwill. The valuation of those includes

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forward-looking information, hereunder estimates, targets,

forecasts, plans and similar projected information. Such

forward-looking information is based on various assumptions

made by the Company and/or third parties. Assumptions are

subject to inherent risks as they are assumptions regarding

the Company in the future and may prove to be inaccurate

or unachievable. Such assumptions cannot be verified.

Additionally, forward-looking information is based on current

information, estimates, and plans that may be changed within

a short period without notice.

Arribatec holds Elite Directors & Officers Liability insurance

covering the Directors of the Boards in the listed company and

its subsidiaries and the CEO. The insurances cover the liability

from claims which may arise from the decisions and actions

taken within the scope of their regular duties. The coverage

includes financial protection against the consequences of

wrongful acts, their personal liability, financial loss in respect

of any securities claim made against the company, and certain

costs and fines related herein. The policies also cover reim-

bursement of the company where coverage has been made on

their behalf. Coverage does not include fraudulent, criminal,

or intentional non-compliant acts or cases where directors

obtained illegal remuneration or acted for personal profit. The

limitation of the liability is NOK 100 million.

Research and development

The company continuously develops its own software and

solutions which can be deployed across customer segments

in all industries. The development is essential to ensure that

Arribatec can continue to grow its software portfolio, expand

its service offering with cloud infrastructure services and gain

a larger customer base. This is done to drive sales growth via

cross-selling and upselling, where the intention is to improve

EBITDA margins by increasing the share of our own IP in future

solutions, thus improving EBITDA margin by selling more of

our own software and services through SaaS subscription

models. At the end of 2022, Arribatec had capitalized a total of

NOK 11.7 million (NOK 19.7 million) of time and material used to

develop internal systems and software. The company has no

ongoing research activities.

Corporate governance

Arribatec’s corporate governance structure is based on

Norwegian corporate law and Norwegian securities legisla-

tion and stock exchange regulations. The company believes

that good corporate governance builds confidence among

shareholders, customers, and other stakeholders, and thereby

supports maximal value creation over time. Being a listed

company on the Euronext Oslo Exchange and considering

that Arribatec wishes to place emphasis on sound corporate

governance, the Company has a policy document on the basis

of the Norwegian Code of Practice for Corporate Governance

dated 14 October 2021. Read more about our work in the

chapter Corporate Governance on page 99 of this annual

report.

Corporate social responsibilities

Developing sound health, safety and environment (HSE) prin-

ciples is important for the Group. Sick leave was 2.05% (2021:

3.2% in Norway and 0.9% in other countries) for the Group

for the year. No serious work incidents or accidents resulting

in personal injuries or damages to materials or equipment

occurred in 2022.

The Board and management continue to focus on equal oppor-

tunities for men and women. We embrace diversity in terms of

age, gender, nationality and experience within our workforce,

as we believe diverse teams have the best means to uncover

opportunities and ensure customer success. We continuously

work towards closing the gender gap in a rather male-dom-

inated industry, and we can see a clear improvement in our

own workforce since 2021, where Arribatec successfully has

increased the percentage of female employees by 5.4% (from

30% to 35.4%). At year-end, two of the five Board members

were female.

The company has during 2022 been a signatory to the UN

Global Compact, supporting the UN Sustainable Development

Goals. Arribatec’s values and corporate policies support these

goals. The sustainability report describes Arribatec’s work on

ESG, see page 18.

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The Norwegian Transparency act

The Group has implemented formal guidelines for due dili-

gence as required by the OECD Guidelines for Multinational

Enterprises. Further information about this is available on the

Group’s website: www.arribatec.com

The statement of the Transparency Act will be published on

the group’s website under the Supplier code of conduct at

www.arribatec.com/investors/supplier-code-of-conduct no

later than 30 June 2023.

Going concern

The Board confirms that the annual financial statements

have been prepared under the assumption that the Group is

a going concern, in accordance with §3-3a of the Norwegian

Accounting Act and that such an assumption is appro-

priate, based on the fact that the Group has undergone and

completed a major structuring and building process to become

one Group, the Group’s business strategy and established

budgets.

Proposed allocation of the company’s results of the year

The Parent company, Arribatec Group ASA, had a net negative

result after tax of NOK 41.7 million in 2022, compared to a

negative NOK 16.2 million in 2021. The result available for

disposal of the Annual General Meeting as follows:

Covered by other paid-in capital: NOK 41 726 thousand.

Outlook

Arribatec has an ambitious growth agenda and sees an

increasing demand for the product and services that Arribatec

brings to the marketplace. With the largest part of the integra-

tion work behind us, the Group is now gearing up for increased

sales and expanded delivery capacity.

Oslo 26 April 2023

The board of Arribatec Group ASA

Signed electronically

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Henrik Lie-Nielsen

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

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| Responsibility Statement ^

We confirm that, to the best of our knowledge, the Financial Statements 2022,

which have been prepared in accordance with IFRS as adopted by EU, give a true

and fair view of the Company’s assets, liabilities, financial position, and results of

operations, and that the management report includes a fair review of the information

required under the Norwegian Accounting act.

Oslo 26 April 2023

The board of Arribatec Group ASA

Signed electronically

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Henrik Lie-Nielsen

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

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| Condensed consolidated

financial statements & notes ^

The Group

Parent Company

Auditor’s report

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Financial statementsFinancial statements

Consolidated statements of profit and loss

Consolidated statement of other comprehensive result

Consolidated statement of financial position

Consolidated statement of changes in equity

Consolidated statement of cash flow

Notes to the financial statements

Note 1 Corporate information

Note 2 Summary of significant Accounting Policies

2.1 Basis for preparation

2.2 Basis of consolidation

2.3 Loss of control

2.4 Functional currencies and presentation currency

2.5 Business combinations and goodwill

2.6 Revenue from contracts with customers

2.7 Employee benefits

2.8 Research and Development cost

2.9 Taxes

2.10 Property, plant and equipment

2.11 Intangible assets

2.12 Financial instruments

2.13 Classifications

2.14 Right of use assets and Lease liabilities

2.15 Provisions

2.16 Changes in Accounting Policies and disclosures for 2022

calendar year or thereafter

Note 3 Critical accounting estimates and judgements in

terms of accounting policies

Note 4 Financial risks

Note 5 Segment

Note 6 Materials, software and services

Note 7 Personnel

Note 8 Key management

Note 9 Other operating expense

Note 10 Property, plant and equipment

Note 11 Right-of-use assets and lease liabilities

Note 12 Intangible assets

Note 13 Financial items

Note 14 Tax

Note 15 Earnings per share

Note 16 Goodwill and impairment

Note 17 Business combinations

Note 18 Investment in subsidiaries

Note 19 Other non-current assets

Note 20 Account receivable

Note 21 Financial instruments

Note 22 Other receivables and other current assets

Note 23 Contract assets and liabilities

Note 24 Inventory

Note 25 Cash

Note 26 Shares

Note 27 Interest bearing loans

Note 28 Pensions

Note 29 Provisions

Note 30 Other current liabilities

Note 31 Transactions with related parties

Note 32 Pledged assets

Note 33 Subsequent events

Consolidated financial statements

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Financial statementsFinancial statements | The Group

Consolidated statements of profit and loss

NOK thousand Note Full year 2022 Full year 2021

Revenue 5, 23 504 968 413 938

Materials, software and services

6 (115 035) (92 859)

Gross profit 389 934 321 079

Salary and personnel costs

7, 8 (338 800) (272 679)

Other operating expenses

9 (85 241) (55 201)

Total operating expenses (424 041) (327 879)

EBITDA (34 107) (6 800)

Depreciation, amortization and impairment

10, 11, 12 (56 232) (42 970)

EBIT (90 339) (49 770)

Financial income

13 5 191 2 598

Financial expense

13 (5 280) (6 487)

Profit/(loss) before tax (90 428) (53 660)

Tax expense

14 7 035 4 802

Profit/(loss) after tax (83 393) (48 858)

Attributable to:

Equity holders of the parent company (83 393) (48 858)

Earnings per share: basic

15 (0.13) (0.10)

Earnings per share: diluted

15 (0.13) (0.10)

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Consolidated statement of other comprehensive result

NOK thousand Full year 2022 Full year 2021

Profit/(loss) after tax (83 393) (48 858)

Items that may be classified subsequently to profit or loss

Foreign currency translation differences - foreign operations 282 390

Other comprehensive income/(loss) for the period 282 390

Total comprehensive income/(loss) for the period (83 111) (48 468)

Attributable to:

Equity holders of the parent company (83 111) (48 468)

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Consolidated statement of financial position

NOK thousand Note 31 Dec 2022 31 Dec 2021

ASSETS

Non-current assets

Property, Plant and equipment

10 6 517 7 445

Right-of-use assets

11 41 719 30 266

Goodwill

12, 16 204 581 205 279

Customer relations

12, 16 34 637 46 031

Other Intangible assets

12, 16 41 934 65 047

Other non-current assets

19 5 323 10 678

Deferred tax assets

14 12 322 9 511

Total non-current assets 347 034 374 259

Current assets

Accounts receivable

20, 21 88 214 88 674

Other receivables

21, 22 1 128 2 290

Contract assets

23 16 276 19 549

Inventory

24 3 777 3 179

Other current assets

22 18 484 20 320

Cash and cash equivalents

25 40 449 43 758

Total current assets 168 328 177 771

TOTAL ASSETS 515 362 552 029

NOK thousand Note 31 Dec 2022 31 Dec 2021

EQUITY AND LIABILITIES

Equity

Share capital

26 193 361 163 773

Other paid in capital 215 645 196 700

Exchange differences 679 398

Other equity (127 758) (44 365)

Total equity 281 927 316 506

Non-current liabilities

Interest bearing loans

21, 27 18 883 27 902

Non-current lease liabilities

11, 21 26 727 19 148

Other non-current financial liabilities

21 967 96

Deferred tax liabilities

14 10 590 17 084

Provisions

29 14 202 22 789

Total non-current liabilities 71 369 87 018

Current liabilities

Interest bearing loans - current portion

21, 27 12 328 9 523

Current lease liabilities

11, 21 16 765 12 346

Accounts payable

21 31 879 21 227

Contract liabilities

21, 22 16 476 21 483

Current tax payable

14, 21 650 1 046

Other current liabilities

21, 30 83 969 82 880

Total current liabilities 162 066 148 505

Total liabilities 233 435 235 523

TOTAL EQUITY AND LIABILITIES 515 362 552 029

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Consolidated statement of changes in equity

Equity related to the shareholders of the parent company

Restricted

NOK thousand Note Share capital

Other

paid in capital

Exchange

differences Other equity Total Equity

Balance on 1 January 2021 117 203 194 510 8 4 493 316 214

Result of the period (48 858) (48 858)

Other comprehensive income for the period 390 390

Total comprehensive result for the period 0 0 390 (48 858) (48 468)

Other equity transactions (2 870) (2 870)

Share consideration relating to business combination 2020 (Facil, Microsky and Innit) (45 607) (45 607)

Capital increase related to business combinations

26 11 628 74 929 86 557

Conditional share consideration relating to acquisition of Integra – shares to be issued during 2022 and 2023

26 11 281 11 281

Capital increase related to merger with subsidiary Arribatec AS

26 34 941 (34 941) 0

Share issue cost (600) (600)

Closing balance 31 Dec 2021 163 773 196 700 398 (44 365) 316 506

Balance on 1 January 163 773 196 700 398 (44 365) 316 506

Result of the period (83 393) (83 393)

Other comprehensive income for the period 282 282

Total comprehensive result for the period 0 0 282 (83 393) (83 111)

Capital issue, April

26 28 000 22 000 50 000

Share issue, repair offer, July

26 1 015 798 1 813

Share consideration relating to acquisition of Integra (2 872) (2 872)

Capital issue in relation to acq. of Integra, Nov

26 573 2 299 2 872

Share issue cost (3 280) (3 280)

Closing balance 31 Dec 2022 193 361 215 645 679 (127 758) 281 927

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Consolidated statement of cash flow

NOK thousand Note Full year 2022 Full year 2021

Operating activities

Profit/(Loss) before tax (90 428) (53 660)

Taxes paid (1 566) (982)

Adjustments for:

- Finance income and expense

13 73 3 890

- (Increase)/decrease in trade receivables 460 (6 874)

- (Decrease)/increase in trade payables 10 652 (13 257)

- Depreciation and amortization

10, 11, 12 50 618 39 611

- Impairment losses on intangible assets

12 5 614 3 359

Change in other current accounts (2 190) 1 715

Net cash flows operating activities (26 766) (26 197)

Investing activities

Sale of intangible asset 9 347 0

Cash received through business combination

17 0 29 857

Cash consideration Investment in subsidiaries

17 0 (118 299)

Purchase of property, plant and equipment

10 (1 964) (3 443)

Purchase and developement of intangible assets

12 (13 881) (25 411)

Interest received 291 212

Net cash flows investing activities (6 207) (117 085)

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NOK thousand Note Full year 2022 Full year 2021

Financing activities

Proceeds from borrowings

27 0 18 445

Change in overdrafts

27 (2 432) (2 067)

Repayment of debt

27 (5 464) (3 006)

Interest paid (697) (2 507)

Received Gov.grants (SkatteFUNN) 3 493 1 438

Instalments lease liabilities (15 932) (13 293)

Proceeds from shares issued 51 813 0

Share issue cost (3 280) (600)

Net cash flows financing activities 27 501 (1 590)

Net change in cash and cash equivalents (5 472) (144 872)

Cash and cash equivalents at beginning of period 43 758 188 270

Currency translation 2 163 361

Cash and cash equivalents at end of period, incl. restricted cash 40 449 43 758

-whereof restricted cash 13 492 11 810

Oslo 26 April 2023

The board of Arribatec Group ASA

Signed electronically

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Henrik Lie-Nielsen

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

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Notes to the financial statements

Note 1 Corporate information

The Parent Company Arribatec Group ASA (publ) (“Arribatec”), with

Norwegian corporate identity number 979 867 654 is a public limited

liability company, incorporated in Norway. The registered address is

Lørenfaret 1B, NO-0585 Oslo. The company’s shares are traded in

Norway on the Oslo Stock Exchange, Oslo Børs.

The principal activities of the company and its subsidiaries (the Group)

are to be a software and consulting company. With a customer centric

engagement model, combined with a deep system-, integration- and

domain competence, Arribatec builds long-term strategic partnership

with a broad customer base. Arribatec serves more than 1 000 entities

spread over 20 countries and various industries, both in the private

and public sector. The activities are further described in Note 5.

The Annual Report and Parent Company Report for Arribatec Group

ASA (publ) were adopted by the Board of Directors on 26 April 2023

and will be submitted for approval to the Annual General Meeting

24.05.2023.

Note 2 Summary of significant Accounting Policies

2.1 Basis for preparation

The financial accounts for Arribatec Group ASA as “the Parent

company” together with its controlled subsidiaries, together called

“the Group” have been prepared in accordance with International

Financial Reporting Standards as adopted by the EU (IFRS), relevant

interpretations, and the Norwegian Accounting Act. The consolidated

financial statements have been prepared on a historical cost basis,

except where IFRS explicitly requires use of other values. As the

Parent company has NOK as its functional currency, the financial

accounts are presented in NOK.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial state-

ments of the Parent Company and its subsidiaries as of 31 December

2022.

Control is established when the Parent Company 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.

Business combinations are accounted for by using the acquisition

method. Consolidation of a subsidiary begins when the Group obtains

control over the subsidiary and ceases when the Group loses control

of the subsidiary. Where necessary, adjustments are made to the

financial statements of subsidiaries to bring the accounting policies

used into line with the Group’s accounting policies.

There is a presumption that if the Group has the majority of the voting

rights in an entity, the entity is considered as a subsidiary. To support

this presumption and when the Group has less than a majority of the

voting or similar rights of an investee, the Group considers all relevant

facts and circumstances in assessing whether it has power over the

entity. Including ownership interests, voting rights, ownership struc-

ture and relative power, as well as options controlled by the Group

and shareholder’s agreement or other contractual agreements.

The assessments are done for each individual investment. The Group

re-assesses whether it controls an entity if facts and circumstances

indicate that there are changes to one or more of the three elements

of control.

Intercompany transactions, balances and unrealized gains on trans-

actions between group companies are eliminated. Unrealized losses

are also eliminated unless the transaction provides evidence of an

impairment of the transferred asset.

Profit or loss and each component of other comprehensive income

(OCI) are attributed to the equity holders of the Parent Company.

2.3 Loss of control

If the Group loses control over a subsidiary, it derecognizes the

related assets (including goodwill), liabilities, non-controlling interest

and other components of equity, while any resultant gain or loss is

recognized in profit or loss. Any investment retained is recognized at

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fair value. A change in the ownership interest of a subsidiary, without

a loss of control, is accounted for as an equity transaction.

2.4 Functional currencies and presentation currency

The financial statements are presented in NOK, which is the

functional currency of the Parent company, as well as being the

presentation currency for the Group. For the purpose of presenting

this consolidated financial statement, the assets and liabilities of the

Group’s non-NOK operations are translated into NOK using exchange

rates prevailing at the end of the reporting period. Income and

expense items are translated at the average exchange rates for the

year. All group transactions and group unsettled matters, and profit

and losses for transactions between group companies that are put

into effect, are eliminated at the consolidation.

2.5 Business combinations and goodwill

Business combinations are accounted for using the acquisition

accounting method. Acquisition costs incurred are expensed and

included in operating expenses. When the Group acquires a business,

it assesses the identifiable assets acquired and liabilities assumed

for appropriate classification and designation in accordance with the

contractual terms, economic circumstances and relevant conditions

as at the acquisition date. The acquirer’s identifiable assets, liabilities

and contingent liabilities that meet the conditions for recognition

are recognized at their fair values at the acquisition date, except for

non-current assets that are classified as held for sale and recognized

at fair value less cost to sell, and deferred tax assets and liabilities

which are recognized at nominal value.

Goodwill arising on acquisition is recognized as an asset measured

at the excess of the sum of the consideration transferred, the fair

value of any previously held equity interests and the amount of any

non-controlling interests in the acquire over the net amounts of the

identifiable assets acquired and the liabilities assumed. If, after reas-

sessment, the Group’s interest in the net fair value of the acquirer’s

identifiable assets, liabilities and contingent liabilities exceeds the

total consideration of the business combination, the excess is recog-

nized in the income statement immediately.

Any contingent consideration to be transferred by the acquirer will be

recognized at fair value at the acquisition date. Subsequent changes

to the fair value of the contingent consideration which is deemed to

be an asset or liability will be recognized in the income statement as

financial income or expense.

If the contingent consideration is classified as equity, it will not be

premeasured, and subsequent settlement will be accounted for within

equity. If the business combination is achieved in stages, the fair value

of the Group’s previously held equity interest in the acquire is remeas-

ured to fair value at the acquisition date through the income statement.

For the purpose of impairment testing, goodwill acquired in a business

combination is, from the acquisition date, allocated to each of the

group’s cash-generating units that are expected to benefit from the

combination, irrespective of whether other assets or liabilities of the

acquired entity are assigned to those units.

The Group assesses each cash generating unit annually to determine

whether any indication of impairment exists. Where an indicator of

impairment exists, a formal estimate of the recoverable amount is

made, which is considered to be the higher of fair value less costs to

sell and value in use. If there is an indication that an asset is impaired,

the recoverable amount of the asset is calculated in accordance with

IAS 36 Impairment of assets. For goodwill, other intangible assets

with indefinite useful lives and intangible assets not yet ready for use,

the recoverable amount is assessed annually.

2.6 Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group

expects to be entitled in a contract with a customer. The Group

recognizes revenue when it transfers control of a good or service to a

customer. Intercompany sales are eliminated.

Consulting services

Arribatec provides implementation and integration services under

consulting contracts with customers. Most contracts have a pricing

structure where Arribatec agrees to implement and integrate software

for a fixed hourly rate agreed upon in the contract, but where the

number of hours to be delivered is not specified in the contract.

Arribatec’s performance obligation is satisfied over time because the

consulting services does not create an asset that Arribatec could

use for an alternative purpose and Arribatec has an enforceable right

to payment for the hours worked. Revenue is recognized over time,

normally according to the invoiced hours for the period. A contract

asset is recognized when invoicing is deferred compared to revenue

recognition. A contract liability is recognized when invoicing is done in

advance compared to revenue recognition.

From time-to-time Arribatec has fixed price consulting contract. In

the same manner as for the contract with variable hours, the asset

created does not have an alternative use for Arribatec and Arribatec

has an enforceable right to payment in line with progress in the

project. Arribatec recognizes revenue over time, in line with progress

in the project. Progress is estimated as hours spent at the balance

sheet date divided with estimated total hours in the project. This

requires estimating the remaining hours to complete.

Recurring revenue

Sale of licenses

A license establishes the customer’s rights related to a company’s

intellectual property (IP) and the obligations of the company to

provide those rights. IFRS 15 distinguishes between whether the

license provides a “right to use” or a “right to access” IP. This impacts

the timing of revenue recognition.

In most cases sale of licenses is part of SaaS and Solaas contracts.

Arribatec in some instances has contracts that includes sale of

licenses only. Arribatec has analysed its (partner) licensing contracts

and concluded that they control the license before it is transferred to

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the customer since Arribatec has legal ownership, physical posses-

sion and the risk and reward of ownership. Arribatec is therefore the

principal in the customer contract.

When Arribatec licenses distinct on-premise licenses, these fall under

the category “right-to use” since the license grants the right to the IP

“as is” when delivered. The distinct on-premise licenses pricing model

is a one-time fixed fee. Revenue is recognized at the point in time

when the customer is provided with the ability to use the software.

The fee is recognized as a revenue at the point of time when the

customer has received legal title and physical possession and the

customer has accepted the license. Generally, this is at the beginning

of the license period.

When Arribatec license cloud-based subscription licenses (“right to

access”), the license is not considered distinct from the online/hosting

service. Revenue is recognized over time, over the license/contract

period, as the customer is receiving and consuming the benefits of

access to the cloud-based license on an ongoing basis. The cloud-

based subscription licenses are sold for a fixed annual or monthly fee.

Revenue is recognized linearly over the subscription time.

Software as a service (SaaS)

Software is provided over time to an end customer from a Data

Center managed or contracted by Arribatec. The obligations in the

SaaS contract are to offer cloud-based access to the license (owned

by Arribatec), maintenance of the utility of the software, including

rights to updates and future releases, and in some contracts, provide

support.

The customer will purchase and obtain control of the software

as-a-service on a subscription or consumption basis. Revenue is

therefore recognized periodically over the life of the SaaS contract.

In some cases, Arribatec has a separate installation and implementation

contract regarding the same customer projects. When these contracts

are negotiated close in time from each other, Arribatec considers

whether the two contracts have been negotiated as a package with a

single commercial objective, or not. If this is the case the two contracts

are combined. If not, they are accounted for separately.

The implementation and installation services are capable of being

distinct and distinct within the context of these contracts. This is

concluded based on an analysis of the different deliveries and the

performance obligations in the contract. Arribatec has therefore

concluded that there are generally two distinct performance obliga-

tions in the two combined contracts. When there are two combined

contracts, the transaction price is allocated between the two perfor-

mance obligations based on relative stand-alone prices that are

estimated based on the pricing of each element in the contract like

hours, contract length, and options to extend the contract.

Arribatec’s performance obligation under the installation and integra-

tion contract is satisfied over time because the consulting services

does not create an asset that Arribatec could use for an alternative

purpose and Arribatec has an enforceable right to payment for the

hours worked. Revenue is accordingly recognized over time as the

installation and integration is performed based on the hours worked.

Solution as a service (SolaaS)

As for SaaS, the main obligations in the SolaaS contract are to offer

a cloud- based, “right to access” type of license, maintenance of the

utility of the software, including updates and future releases, and

provide support. In the SolaaS contracts an additional part of the

value chain, the implementation and integration services, is added to

the contract. In Solaas contracts the customer pays a fixed annual or

monthly fee that also includes payment for the implementation and

integration services”

As for the SaaS, contracts with a separate (combined) implementation

and integration service contract, generally in the SolaaS contracts,

there are two distinct POs. However, this is assessed on a contract to

contract basis, where all facts and circumstances are considered.

When Solaas contracts is considered two (or more) performance

obligations revenue is allocated between the performance obligations

based on relative stand-alone selling prices and recognized as follows:

– Consulting service. Revenue is recognized over time when the

consulting service is delivered.

– SaaS (license, online service and maintenance and support):

The customer receives and consumes the benefits from the

SaaS delivery as Arribatec performs under the contract.

Therefore, the performance obligation is satisfied over time and

revenue is recognized over the period the service is available for

use by the customer.

Managed services

Under the managed services contracts Arribatec helps customers

operate their IT environments, either on premise or from the cloud.

Managed services contracts are delivered on a fixed price and a

minimum commitment to the customers, on a long-term contract.

Additional work above the agreed level is considered normal

consulting services.

Arribatec delivers an integrated set of services as defined in the

managed service agreement. The customer receives and consumes

the benefits from the Managed services as Arribatec performs under

the contract. Therefore, the performance obligation is satisfied over

time and revenue is recognized over time.

One-time revenue from third party hardware

In some contracts Arribatec delivers both physical hardware and

installation of software on the hardware, e.g. for self-service/

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check-in kiosks. In such cases the hardware product is considered as

a separate contract obligation that is recognized as revenue when it

is installed.

Other revenue

Revenue from other services

Arribatec to a limited extent provides maintenance services, support

services and application management services under separate

contracts, for a fixed fee. The performance obligations under these

contracts are satisfied over time and revenue is recognized accord-

ingly.

Government grants

Government grants are recognized when there is reasonable assur-

ance that the grant will be received, and all associated conditions will

be complied with. When the grant relates to an asset, it reduces the

carrying amount of the asset. The grant is then recognized in profit or

loss over the useful life of the depreciable asset by way of a reduced

depreciation charge.

2.7 Employee benefits

Pension obligations

The Group’s pension obligations vary between countries depending

on the local legislation and different pension systems, please see

Note 28 for further description. The group only has defined contribu-

tion retirement plans.

Defined contribution retirement plans are retirement plans where the

company’s payment obligations are limited to the fixed contributions

and where the fees already have been undertaken. The retirement

benefits for the individual employee are dependent on the contributions

paid to the retirement plan or an insurance company by the employer,

and the return of capital invested in the retirement fund. Consequently,

it is the employee that holds the risk of return (that the return will be

lower than expected) and the risk of the investment (the risk that the

invested pension provision will not be sufficient to cover expected

retirement compensation in the future). The obligations of the Company

related to payments of defined contribution retirement plans are

expensed in the income statement as they are earned by the employee

for services conducted on behalf of the employer during the period.

2.8 Research and Development cost

Development expenditures are capitalized only when the criterion for

recognition is met, i.e., it is probable that the expected future economic

benefits that are attributable to the asset will flow to the entity,

management has committed itself to complete the asset, the technical

feasibility of completing the asset has been demonstrated and the cost

can be measured reliably. Research costs are expensed in full.

The assets are amortized over their expected useful life once the

assets are available for use. During the period of development, the

asset is tested for impairment annually. Development costs that do

not meet the criteria for capitalization are expensed as incurred.

2.9 Taxes

Income taxes consists of current tax and deferred tax. Current

income tax assets and liabilities for the current and prior periods are

measured at the amount expected to be recovered from or paid to

the taxation authorities. The tax rates and tax laws used to compute

the amount are those that are enacted or substantively enacted by

the balance sheet date.

Deferred income tax is provided using the liability method on temporary

differences at the balance sheet date between the tax bases of assets

and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognized for all taxable temporary

differences except where the deferred income tax liability arises from

the initial recognition of goodwill or of an asset or liability in a transaction

that is not a business combination and, at the time of the transaction,

affects neither the accounting profit nor taxable profit or loss.

A deferred tax asset is recognized to the extent that is probable that

future taxable profit will be available against for which unused tax

losses and unused tax credits can be utilized. A deferred tax asset

arising from unused tax losses or tax credit is only recognized to the

extent that the entity has sufficient taxable temporary differences or

that there is convincing other evidence supporting the utilization of

the tax losses and tax credits, including the impact of time restriction

by local tax authorities. The carrying amount of deferred tax asset is

reviewed at the end of each reporting period. Unrecognized deferred

tax assets are reassessed at each balance sheet date. Deferred

income tax assets and deferred income tax liabilities are offset, when

a legally enforceable right exists to set off tax assets against income

tax liabilities and the deferred income taxes relate to the same

taxable entity or taxation authority.

2.10 Property, plant and equipment

Property, plant and equipment are measured at cost in the balance

sheet, with a deduction for accumulated depreciation and any impair-

ment. Depreciation is made on a straight-line basis over the asset’s

estimated useful life, which is assessed on an individual basis, ranging

from five to ten years.

2.11 Intangible assets

Goodwill

Goodwill represents the excess of cost of an acquisition over the

fair value of the net identifiable assets of the acquired subsidiary at

the date of acquisition. Goodwill on the acquisition of subsidiaries is

included within intangible assets. Goodwill that arises on the acqui-

sition of subsidiaries is allocated to cash generating units (CGUs).

Goodwill is measured at cost (residual) less accumulated impairment

losses. Goodwill is tested for impairment at least annually, or when

there are indications of impairment. Impairment is determined for

goodwill by assessing the recoverable amount of each CGU to which

the goodwill relates. When the recoverable amount of the CGU is less

than it’s carrying amount, an impairment loss is recognized. Impairment

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losses relating to goodwill cannot be reversed in future periods. When

the group disposes of an operation within a CGU or group of CGUs to

which goodwill has been allocated, a portion of the goodwill is included

in the carrying amount of the operation when determining the gain of

loss on disposal. The portion of the goodwill allocated is measured

based on the relative values of the operation disposed of and the

portion of the CGU retained at the date of the partial disposal, unless it

can be demonstrated that another method better reflects the goodwill

associated with the operation disposed of. The same principle is used

for allocation of goodwill when the group reorganises its businesses.

Customer relationships and technical assets

The assets acquired in a business combination are recognized at fair

value on the acquisition date. Customer relationships and databases

have a finite useful life and are carried at cost less accumulated

amortization. Amortization is calculated using the straight-line method

to allocate the cost over their useful lives of three to five years.

2.12 Financial instruments

All financial assets and liabilities are initially recognized at fair value,

and subsequently classified either as financial assets at amortized

cost or financial assets through profit or loss.

Accounts and other receivable

Accounts receivable and other receivables are initially recognized at

the transaction price and are subsequently carried at amortized cost

less provision for expected credit losses.

Trade and other payables

Trade and other payables are initially recognized at fair value, and

subsequently measured at amortized cost. Trade and other payables

are measures at their nominal amount when the effect of discounting

is not material.

Cash and Cash equivalent

Cash and cash equivalents include cash at banks and on hand and

other short term highly liquid investments with original maturities of

three months or less. In the consolidated balance sheet, any bank

overdrafts are shown within borrowings in current liabilities.

Interest bearing loans and other financial liabilities

The Group’s debt and other financial liabilities are initially recognized

at fair value, including transaction costs directly attributable to the

transaction, and are subsequently measured at amortized cost.

2.13 Classifications

Fixed assets and long-term liabilities consist of items expected to be

settled more than twelve months after the balance sheet date. Current

assets and current liabilities consist of amounts that are expected to

be settled within twelve months after the balance sheet date.

2.14 Right of use assets and Lease liabilities

At the inception of a contract, the group assesses whether the

contract is, or contains, a lease. A contract is, or contains, a lease if

the contract conveys the right to control the use of an identified asset

for a period of time, in exchange for consideration.

For contracts that constitute, or contain a lease, the Group separates

lease components if it benefits from the use of each underlying asset

either on its own or together with other resources that are readily

available, and the underlying asset is neither highly dependent on, nor

highly interrelated with, the other underlying assets in the contract. The

Group then accounts for each lease component within the contract as

a lease separately from non-lease components of the contract.

At the lease commencement date, the Group recognizes a lease

liability and corresponding right-of-use asset for all lease agreements

in which it is the lessee, except for the following exemptions applied:

• Short-term leases (defined as twelve months or less)

• Low value assets

For these leases, the Group recognizes the lease payments as other

operating expenses in the statement of profit or loss when they incur.

The lease liability is recognized at the commencement date of the

lease. The Group measures the lease liability at the present value of

the lease payments for the right to use the underlying asset during

the lease term that are not paid at the commencement date.

The lease term represents the non-cancellable period of the lease,

together with periods covered by an option either to extend or to

terminate the lease when the Group is reasonably certain to exercise

this option.

The lease liability is subsequently measured by increasing the

carrying amount to reflect interest on the lease liability, reducing the

carrying amount to reflect the lease payments made and remeas-

uring the carrying amount to reflect any reassessment or lease

modifications, or to reflect adjustments in lease payments due to an

adjustment in an index or rate. The Group does not include variable

lease payments in the lease liability. Instead, the Group recognizes

these variable lease expenses in profit or loss.

The Group presents its lease liabilities as separate line items in the

statement of financial position.

The Group measures the right-of use asset at cost, less any accu-

mulated depreciation and impairment losses, adjusted for any

remeasurement of lease liabilities.

The Group applies the depreciation requirements IAS 16 ‘Property,

Plant and Equipment’ in depreciating the right-of-use asset, except

that the right-of-use asset is depreciated from the commencement

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date to the earlier of the lease term and the remaining useful life of

the right-of-use asset.

The Group applies IAS 36 ‘Impairment of Assets’ to determine whether

the right-of-use asset is impaired and to account for any impairment

loss identified.

2.15 Provisions

Provisions and contingent liabilities

Provisions are recognized when the Group has a present legal or

constructive obligation as a result of past events, it is more likely than

not that an outflow of resources will be required to settle the obliga-

tion and the amount can be reliably estimated.

Restructuring provisions are recognized only when the recognition

criteria for provisions are fulfilled. The Group has a constructive obli-

gation when a detailed formal plan identifies the activities concerned,

the location and number of employees affected, a detailed estimate

of the associated costs, and an appropriate timeline. Furthermore, the

employees affected have been notified of the plan’s main features.

2.16 Changes in Accounting Policies and disclosures

for 2022 calendar year or thereafter

The Group does not expect any standards issued by the IASB, but not

yet effective, to have material impact on the Group.

Note 3 Critical accounting estimates and judgements in terms of accounting policies

The preparation of the consolidated financial statements in

conformity with IFRS requires the use of certain critical accounting

estimates and assumptions that affect the reported amounts of

revenue, expenses, assets and liabilities, and the accompanying

disclosures, and the disclosures of contingent liabilities. It also

requires management to exercise its judgement in the process of

applying the group’s accounting policies. Uncertainty about these

assumptions and estimates could result in outcomes that require

a material adjustment to the carrying amount of assets or liabilities

affected in future periods. Estimates and judgements are continually

evaluated and are based on historical experience and other factors,

including expectations of future events that are believed to be

reasonable under the circumstances.

Critical accounting estimates and assumptions

The group makes estimates and assumptions concerning the future.

The resulting accounting estimates will, by definition, seldom equal

the related actual results. The Group based its assumptions and

estimates on parameters available when the financial statements

were prepared. Existing circumstances and assumptions about future

developments, however, may change due to market changes or

circumstances arising beyond the control of the Group. Such changes

are reflected in the assumptions when they occur. The estimates and

assumptions that have significant risk of causing a material adjust-

ment to the carrying amounts of assets and liabilities within the next

financial year are addressed below.

Goodwill

In accordance with the stated accounting policy, the group annu-

ally tests whether goodwill has suffered any impairment or more

frequently if impairment indicators are identified. The recoverable

number of cash-generating units has been determined based on

value-in-use calculations. These calculations require the use of esti-

mates. The value-in-use calculation is based on a discounted cash

flow model. The cash flows are derived from the budgets and fore-

casts for the next five years, as approved by the Company’s Board of

Directors, and do not include significant investments that will enhance

the performance of the CGU being tested. The recoverable amount

is most sensitive to the discount rate used for the discounted cash

flow model, as well as the expected future cash-inflows (sensitive

to estimates of sales and cost levels) and the growth rate used for

extrapolation purposes. Further details regarding goodwill and impair-

ment reviews are included in Note 16.

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Note 4 Financial risks

Arribatec defines risk as all factors which could have a negative

impact on the ability of the Group to achieve its business objectives.

All economic activities are associated with risk. In order to manage

risk in a balanced way, it must first be identified and assessed.

Arribatec conducts risk management at both a Group and company

level, where risks are evaluated in a systematic manner. The following

summary is by no means comprehensive but offers an overview of

all material financial risk factors which are considered important for

Arribatec’s future development.

Risks associated with changes in economic conditions are managed

through regular checks on developments in each country.

Currency risk

Currency risk refers to the risk that the value of liquid and financial

instruments may shift as a result of changes in exchange rates.

Transactions in foreign currency (other than the unit’s functional

currency, which is NOK) are converted at the exchange rate on the

transaction date. Monetary items in foreign currency are converted

to NOK using the exchange rate at the balance sheet date.

Non-monetary items measured at the historical rate expressed in a

foreign currency are converted into NOK using the exchange rate on

the transaction date.

The currency risk is limited in Arribatec as few balance items are

posted in foreign currency per 31.12.2022.

Credit risk

Credit risks are the risks that counterparty will not meet its obligations

under a financial contract or customer contract, leading to a financial

loss. The Group is exposed to credit risk from its operating activities,

primarily related to cash and cash equivalents, trade receivables and

contract assets from contracts with the customers and other receiv-

ables.

As part of the Group’s earnings model, certain of its customers pays

for software and services under a solutions as-a-software (SolaaS)

arrangement, meaning that the customer is paying a monthly recurring

sum for, inter alia, the software and services already provided or to be

provided by the Group. As such, these customers’ monthly recurring

payment obligations also include payment for licenses and software

already integrated and implemented, in addition to services related

to continuous maintenance and consulting. This in contrast to e.g.

software-as-a-service (SaaS) arrangements, where the customer

in general pays a lump sum for the initial software integration and

implementation, and subsequently only pays for services related to

maintenance and consulting services. Although the Group has opted

for this model to ensure some predictable long-term income, the

Group is dependent on its customers having the ability and/or willing-

ness to pay for the software and services already provided or to be

provided.

Customer credit risk is managed subject to established policies,

procedures and controls relating to customer credit risk management.

The maximum exposure to credit risk at the reporting date is the

carrying value of each class of financial assets.

The Company manage the credit risk by working closely with the

customers. Additional cooperation and agreements are made with

Partners like collection companies and credit check suppliers.

Interest rate risks

Interest risk is related to the risk the Group is exposed to from

changes in the market’s interest rate which can affect the net profit.

The Group’s main interest rate risk arises from long-term borrowings

with variable rates, which amounted to NOK 31.2m on 31 December

2022 (2021: NOK 37.4m). The loan carries a variable interest rate

based on the interbank rate in each currency with a margin. Any

annualized increase or decrease by 100 basis point would increase/

decrease the Groups profit before tax by appr. NOK 0.3m (NOK 0.4m).

Liquidity risk

Liquidity risk is the potential loss arising from the Group’s inability to

meet its contractual obligations when due. The Group monitors its risk

of a shortage of funds using cash flow forecasts. The Group had cash

and cash equivalents of NOK 40.4m at 31 December 2022 (2021:

NOK 43.8m).

The following table detail the Group’s remaining contractual maturity

for its non-derivative financial liabilities with agreed repayment

periods. The tables have been drawn based on the undiscounted

cash flows of financial liabilities based on the most likely date on

which the Group can be required to pay. The table include both

interest and principal cash flows. To the extent that interest flows are

floating rate, the undiscounted amount is derived from the interest

rate curves at the end of the reporting period. The contractual

maturity is based on the most likely date on which the Group may be

required to pay, ref Note 10.

The amounts presented are subject to change If changes in variable

interest rates differ to those estimates of interest rates determined at

the end of the reporting period.

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NOK thousand -6 months 6 months - 1 year 1-2 years 2-4 years 4+ years Total

Interest bearing loans 9 525 3 812 7 725 11 880 2 768 35 710

Accounts payable 31 879 0 0 0 0 31 879

Other current liabilities 40 056 43 912 0 0 0 83 968

Total 81 460 47 725 7 725 11 880 2 768 151 558

The Group closely monitor and follow the cash situation. During

2022, Arribatec carried out a private placement and a subsequent

repair offer that brought in 51.8 million. The Group’s cash situation,

including proceeds from this capital increase, were minus 3.3 million.

Furthermore, 2022 was a year bringing the different acquired units

into one Group on common policies, structure and systems, with the

intention to realize the synergizes and secure being cash positive.

Financing risk

To support the Group’s growth ambitions, the Group continuously

work on securing necessary committed financing and alternative

funding sources. Securing non-current financing at competitive terms

is a major part of the Group’s long-term liquidity planning.

Capital management

The primary objective of the Group’s capital management is to ensure

the Group maintains a solid capital structure enabling it to develop

and build its business to maximize shareholder value. The Group’s

objective is to maintain a balance of financial assets that reflects the

cash requirement of its operations and investments for the next twelve

months. No change was made in the objectives, policies, or process for

managing capital during the year ended 31 December 2022.

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Note 5 Segment

The market for Arribatec’s Software and services are global. The chief

decision maker will therefore follow up revenue and profitability on a

global basis, segmented into the Business Areas. This is consistent

with the internal reporting submitted to the chief operating decision

maker, defined as the Management Group. The Management Group

is responsible for allocating resources and assessing performance as

well as making strategic decisions. Principles of revenue recognition

are stated in accounting principles Note 2.6.

Segment

The management of the Group follows up the revenue by Business

Area and geography. During 2022, segment reporting was imple-

mented and for comparable 2021 figures, estimates have been

applied, ref table below.

Business services is focusing on ERP, BI & Analytics, DevOps, integra-

tions and software solutions for research institutes. Arribatec Business

services provide simplicity by implementing, customizing, maintaining

and supporting the entire business landscape, with ERP as the core

engine. We integrate it with other marked leading systems that provide

better operational support and insight than a single ERP system does.

EA & BPM provides Enterprise Architecture and Business Process

Management. Arribatec EA&BPM delivers solutions and long-term

services within the spaces of business process management, enter-

prise architecture and corporate governance to major Norwegian and

Nordic customers, both in the private and public sector.

Cloud provides cloud services such as hosting IT infrastructure

within f ex hybrid, Azure, Splunk and GDPR. Arribatec Cloud provides

consulting, outsourcing and cloud services to private and public

enterprises. In addition to offering market leading cloud services from

Microsoft and Google, Arribatec Cloud also operates its own public

cloud offering based on Norwegian data centers to accommodate

special use cases for our customers.

Hospitality delivers solutions for self-check-in/check-out and

payments for the hospitality industry.

Marine is the Business Area of Arribatec Group focusing on the

Maritime sector. Arribatec Marine competences are the development,

implementation, and consulting of the owned asset management

system solutions: Infoship.

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2022

NOK thousand Business services EA & BPM Cloud Hospitality Marine

Corporate/

Other Eliminations Total

Revenue 291 362 89 789 113 726 3 642 47 066 1 166 (41 781) 504 968

Materials, software and services (64 177) (19 812) (48 862) 1 948 (6 365) (17 561) 39 794 (115 035)

Gross margin 227 185 69 977 64 864 5 590 40 701 (16 395) (1 988) 389 934

Salary and personnel costs (177 970) (52 108) (41 291) (10 192) (39 066) (18 172) 0 (338 800)

Other operating expenses (21 768) (5 437) (22 031) (3 678) (11 702) (22 613) 1 988 (85 241)

Total operating expenses (199 739) (57 545) (63 322) (13 870) (50 768) (40 785) 1 988 (424 041)

EBITDA 27 446 12 432 1 542 (8 280) (10 067) (57 180) 0 (34 107)

Depreciation, amortization and impairment (15 110) (5 707) (7 116) (2 762) (14 696) (10 842) 0 (56 232)

EBIT 12 336 6 725 (5 573) (11 042) (24 764) (68 022) 0 (90 339)

Net financial items (331) (9) (357) (223) 74 757 0 (89)

Profit/(loss) before tax 12 005 6 717 (5 931) (11 265) (24 690) (67 265) 0 (90 428)

Gross margin % 78.0% 77.9% 57.0% 153.5% 86.5% na na 77.2%

EBITDA % 9.4% 13.8% 1.4% (227.4%) (21.4%) na na (6.8%)

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2021

NOK thousand Business services EA & BPM Cloud Hospitality Marine

Corporate/

Other Eliminations Total

Revenue 223 390 72 967 87 673 1 097 49 540 0 (20 729) 413 938

Materials, software and services (44 260) (13 597) (42 505) (1 003) (5 550) 0 14 055 (92 859)

Gross margin 179 130 59 371 45 168 94 43 990 0 (6 673) 321 079

Salary and personnel costs (154 807) (43 288) (27 264) (7 050) (39 594) (1 846) 1 170 (272 679)

Other operating expenses (11 036) (4 621) (7 165) (3 273) (11 024) (23 585) 5 503 (55 201)

Total operating expenses (165 842) (47 909) (34 429) (10 323) (50 618) (25 431) 6 673 (327 879)

EBITDA 13 288 11 462 10 739 (10 229) (6 628) (25 431) 0 (6 800)

Depreciation, amortization and impairment (4 247) (1 324) (6 310) (1 432) (8 747) (20 910) 0 (42 970)

EBIT 9 041 10 138 4 429 (11 661) (15 374) (46 341) 0 (49 770)

Net financial items (8 765) 100 (516) (235) (2 478) 8 004 0 (3 890)

Profit/(loss) before tax 276 10 238 3 913 (11 896) (17 853) (38 337) 0 (53 660)

Gross margin % 80.2% 81.4% 51.5% 8.6% 88.8% na na 77.6%

EBITDA % 5.9% 15.7% 12.2% (932.4%) (13.4%) na na (1.6%)

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Disaggregation of revenue

In the following table, revenue is disaggregated by primary service line, geography and recurrence.

In presenting the geographic information, revenue has been based on the geographic location of legal entity.

2022

NOK thousand Consulting services Recurring Revenue One-time revenue Total

Norway 140 157 149 666 15 472 305 295

Europe 129 395 27 911 5 819 163 126

Americas 28 902 6 917 728 36 548

Total revenue 298 454 184 495 22 019 504 969

2021

NOK thousand Consulting services Recurring Revenue One-time revenue Total

Norway 131 872 126 924 14 877 273 672

Europe 92 742 14 345 4 211 111 297

Americas 23 355 4 313 1 301 28 968

Total revenue 247 969 145 581 20 388 413 938

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2022

NOK thousand Consulting services Recurring Revenue One-time revenue Total

Business services 196 857 66 727 1 917 265 501

EA & BPM 59 512 23 995 5 402 88 909

Cloud 13 966 78 095 8 170 100 230

Hospitality 1 253 1 286 1 023 3 562

Marine 26 866 14 401 5 506 46 773

Corporate/Other 0 (8) 0 (8)

Total revenue 298 454 184 495 22 019 504 968

2021

NOK thousand Consulting services Recurring Revenue One-time revenue Total

Business services 156 481 50 613 2 569 209 663

EA & BPM 51 073 15 219 4 942 71 234

Cloud 10 376 64 393 7 887 82 656

Hospitality 0 192 905 1 097

Marine 30 039 15 164 4 086 49 289

Total revenue 247 969 145 581 20 388 413 938

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Note 6 Materials, software and services

NOK thousand 2022 2021

Hired consultans (48 851) (29 889)

Hardware for resale (7 738) (8 382)

Software for resale (58 212) (45 539)

Other (234) (9 049)

Total materials, software and services (115 035) (92 859)

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Note 7 Personnel

NOK thousand 2022 2021

Salaries (256 568) (205 315)

Social security tax (38 407) (40 413)

Bonuses (6 878) (8 110)

Pension costs defined contribution (Note 27) (19 337) (14 268)

Other personnel cost (17 609) (4 573)

Total salaries and personnel expense (338 800) (272 679)

Average number of FTEs

2022 2021

Number os FTEs, start of year 374 171

Number os FTEs, end of year 353 374

Average number of FTEs 363 273

Gender split, end of year

Male 233 262

Female 120 112

Number of FTEs, end of year, per country

2022 2021

Belgium 1 1

Cyprus 3 3

Denmark 1 1

France 2 1

Germany 3 5

Italy 35 65

Norway 204 200

Netherlands 1 0

Poland 7 13

Singapore 2 1

Spain 26 17

Sweden 22 22

United Kingdom 31 30

USA 15 15

Total number of FTEs 353 374

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Note 8 Key management

The Group Management consists of the Group Directors. Group

Directors are the CEO, COO, CFO, CP&OO director and CCO that are

all employed by the parent company. The IT Director is employed by

one of the subsidiaries.

Compensation to the management during the year is detailed in the

table to the right. Amounts presented are part of the remuneration for

the Group management role.

The Group CEO has a three-month notice period and is entitled to a

severance pay for twelve months in case of termination initiated by

the company. None of the Board members or the CEO have executive

loans or guarantees in the company.

Management remuneration 2022

NOK thousand

Board

remuneration

Audit

committee

remuneration Salary Bonus

Benefits

in kind

Pension

cost

Total

remuneration

Management

Geir Johansen - CEO 0 0 2 700 0 11 90 2 800

Ole Jakob Kjølvik - COO 0 0 1 500 0 16 90 1 606

Bente Brocks - CFO (interim) 0 0 1 680 0 11 90 1 781

Erik Sundet - Group IT director (50% mgmt) 0 0 993 48 21 69 1 132

Pål Stueflotten - CCO (from May-22) 0 0 800 0 74 56 930

Solfrid Buø - Chief People & Organisation Officer

(from Nov-22) 0 0 217 0 3 15 235

Grete Thomassen - HR director (to Apr-22) 0 0 400 0 4 28 432

Espen Karsrud - Group EVP Business

Development (to Apr-22) 0 0 500 0 4 35 539

Management total 0 0 8 790 48 144 473 9 455

Members of the Board

Martin Nes (Chairman) 279 20 0 0 0 0 300

Øystein S. Spetalen (Member) 217 0 0 0 0 0 217

Kristin Hellebust (Member) 217 18 0 0 0 0 234

Henrik Lie-Nielsen (Member) 217 18 0 0 0 0 234

Linn Katrine Høie (Member) (from May-22) 117 0 0 0 0 0 117

Yvonne Litsheim Sandvold (Member) (to May-22) 100 0 0 0 0 0 100

Members of the Board total 1 146 55 0 0 0 0 1 201

Total salaries and personnel expense 1 146 55 8 790 48 144 473 10 656

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Management remuneration 2021

NOK thousand

Board

remuneration

Audit

committee

remuneration Salary Bonus

Benefits

in kind

Pension

cost

Total

remuneration

Management

Per Ronny Stav - CEO 0 0 3 235 0 13 89 3 338

Jhonny Sharma - COO 0 0 2 439 0 11 89 2 539

Geir Johansen - CFO 0 0 2 243 0 9 89 2 341

Grete Thomassen - HR director (from May 2021) 0 0 846 0 12 84 942

Ole Jakob Kjølvik - Strategy Director (from

December 2021) 0 0 125 0 1 0 126

Espen Karsrud - Group EVP Business

Development (from November 2021) 0 0 300 0 3 0 303

Else Thoresen - HR director (until March 2021) 0 0 438 0 3 22 463

Management total 0 0 9 627 0 51 374 10 052

Members of the Board

Martin Nes (Chairman) 267 0 0 0 0 0 267

Øystein S. Spetalen (Member) 200 0 0 0 0 0 200

Kristin Hellebust (Member) 150 0 0 0 0 0 150

Henrik Lie-Nielsen (Member) 150 0 0 0 0 0 150

Yvonne Listheim Sandvold (Member) 200 0 0 0 0 0 200

Members of the Board total 967 0 0 0 0 0 967

Total salaries and personnel expense 967 0 9 627 0 51 374 11 019

The following remuneration has been made to the members of the

nomination committee during the year:

NOK thousand 2022 2021

Nomination committee

Espen Lundaas (head) 40 0

Øystein Tvenge (member) 0 0

Total 40 0

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Note 9 Other operating expense

NOK thousand 2022 2021

Marketing cost (4 385) (5 534)

Rental and leasing cost

(8 750) (5 971)

Travel cost (7 929) (5 223)

Fees for external services (29 261) (21 537)

IT and communication cost (19 829) (13 237)

Loss on sale of intangible fixed assets (4 241) 0

Other operating cost

(10 846) (3 697)

Total operating expenses (85 241) (55 201)

Includes common cost related to premises, such as electricity, cleaning, moving cost and contracts not material to IFRS16

Includes coursing, respresentation cost, mobile useage for emplyees, insurance premiums and other office expense

NOK thousand 2022 2021

Specification of auditor’s fee

Statutory audit (2 988) (1 107)

Other assurance services (62) (749)

Other non-assurance services (306) 0

Total (3 355) (1 857)

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Note 10 Property, plant and equipment

2022

NOK thousand Office equipment

Fixtures and

fittings Other Total

Cost at 1 Jan 2022 18 819 3 572 1 239 23 631

Additions 788 1 147 29 1 964

Reclassifications (2 468) 267 757 (1 444)

Sale (370) (14) (160) (545)

Disposals (426) 0 (117) (543)

Translation difference 442 56 89 587

Cost, end of period 16 785 5 028 1 837 23 650

Accumulated depreciation at 1 January 2022 (13 943) (1 463) (779) (16 185)

Depreciation during the year (1 634) (701) (170) (2 505)

Reclassifications 1 511 (143) (145) 1 224

Sale 294 5 132 431

Disposals 335 (0) 45 381

Translation difference (405) (30) (43) (478)

Accumulated depreciation, end of period (13 842) (2 331) (959) (17 133)

Carrying amount at 31 Dec 2022 2 942 2 697 877 6 517

Useful life 5-10 yrs 5 yrs 5 yrs

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2021

NOK thousand Office equipment

Fixtures and

fittings Other Total

Cost at 1 January 2021 9 367 748 0 10 114

Additions 2 760 626 58 3 443

From business combinations

8 399 1 175 1 792 11 366

Reclassifications (1 573) 1 286 287 0

Disposals (331) (352) (905) (1 588)

Translation difference 198 89 8 295

Cost, end of period 18 819 3 572 1 239 23 631

Accumulated depreciation at 1 January 2021 (6 707) (150) 0 (6 857)

From business combinations

(7 086) (252) (1 253) (8 591)

Depreciation during the year (1 510) (523) (186) (2 219)

Reclassifications 953 (861) (92) 0

Disposals 302 352 768 1 422

Translation difference 105 (30) (15) 59

Accumulated depreciation, end of period (13 943) (1 463) (779) (16 185)

Carrying amount at 31 Dec 2021 4 876 2 109 460 7 445

Useful life 5-10 yrs 5 yrs 5 yrs

Ref Note 18, Business combinations

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Note 11 Right-of-use assets and lease liabilities

Right-of-use assets

NOK thousand Buildings Vehicles Hardware Other Total

Right-of-use assets per 1 Jan 2021 15 867 143 0 4 757 20 768

Addition of right-of-use assets 9 446 678 4 560 7 817 22 501

Depreciation in the period (6 833) (233) (1 421) (4 170) (12 656)

Reclassification 0 (143) 0 143 0

Translation difference (331) (16) 0 0 (347)

Right-of-use assets per 1 Jan 2022 18 149 430 3 139 8 548 30 266

Addition of right-of-use assets 18 336 0 37 9 836 28 209

Depreciation in the period (10 791) (345) (1 561) (4 518) (17 215)

Reclassification between categories 6 631 1 191 (6 822) 0

Translation difference 447 3 9 0 459

Carrying amount of right-of-use assets, end of period 32 773 89 1 814 7 043 41 719

Remaining lease term 1-5 years 1-4 years 1-3 years 1-3 years

Depreciation method Linear Linear Linear Linear

Contracts not material to IFRS 16 are expensed in P&L as they occur. See Note 2.14 for more information of contracts classified as leasing contracts.

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Lease liabilities

NOK thousand 31 Dec 2022

Undiscounted lease liabilities and maturity of cash outflow

< 1 year 17 782

1-2 years 12 435

2-3 years 8 306

3-4 years 4 811

4-5 years 1 566

> 5 years 621

Total undiscounted lease liabilities, end of period 45 521

Discount element (2 028)

Total discounted lease liabilities, end of period 43 492

NOK thousand 2022 2021

Total lease liabilities, end of period 43 492 31 494

The interest rate used for discounting the lease liability is based on the same as according to the terms of interest rate from the Group’s external

financing. See Note 13 for interest expense related to leasing contracts.

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Note 12 Intangible assets

2022

NOK thousand Goodwill Customer relations

Other intangible

assets;

Custom software

Other intangible

assets;

Technical software

Other intangible

assets;

Licenses Total

Cost at 1 Jan 2022 205 279 57 526 29 975 54 353 4 979 352 112

Additions 0 0 887 0 1 240 2 127

Additions - internally developed 0 0 11 755 0 0 11 755

Less government grants 0 0 (1 006) 0 0 (1 006)

Reclassifications

0 (691) 44 003 (32 619) 1 551 12 244

Sale of asset (910) 0 0 (9 202) 0 (10 113)

Disposals 0 0 (35 302) 0 0 (35 302)

Translation difference 213 (36) 1 570 1 122 (17) 2 852

Cost, end of period 204 581 56 799 51 883 13 654 7 752 334 669

Accumulated amortizations at 1 Jan 2022 0 (11 495) (10 093) (13 523) (643) (35 755)

Amortization 0 (11 360) (13 962) (3 887) (1 689) (30 898)

Impairment 0 0 (5 606) 0 0 (5 606)

Reclassifications

0 691 (19 283) 7 614 (1 054) (12 032)

Sale of asset 0 0 0 3 527 0 3 527

Disposals 0 0 28 408 0 0 28 408

Translation difference 0 2 (754) (416) 6 (1 163)

Accumulated amortization and impairment, end of period 0 (22 162) (21 290) (6 684) (3 381) (53 517)

Carrying amount at 31 Dec 2022 204 581 34 637 30 593 6 969 4 372 281 152

Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

Reclassifications made between categories

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The development expenditures that do not meet the criteria for

capitalization are recognized as salary and personnel expenses and

other operating expenses in profit and loss. The Group has received

government grants related to development of software of NOK 1.0m

(NOK 1.4m). The grants have been subtracted from the carrying

amount of internally generated software.

Impairment of custom software of NOK 5.6m and relates to:

Restructuring of different IP in Marine Italy of 3.4m, impairment of

excessed value in connection with the closing of business in Germany

of NOK 0.9m, Closing of product lines like Certify in Hospitality

NOK 0.8m and other add-on products of NOK 0.5m.

In December, BA Marine divested certain software IP and associated

assets together with twelve employees. The effect from the sale

and the de-recognition of the assets ended with a loss from sale of

NOK 4m and positive cash flow of NOK 9.3m. The effect is presented

in Other operating cost in statement of Profit and Loss.

Referring to PPA (Purchase Price Allocation) from business combina-

tion Note 17. For Impairment testing on Goodwill, see Note 16.

2021

NOK thousand Goodwill Customer relations

Other intangible

assets;

Custom software

Other intangible

assets;

Technical software

Other intangible

assets;

Licenses Total

Cost at 1 Jan 2021 93 827 15 529 12 568 1 000 10 018 132 942

Adjustment of opening balance 0 700 (700) 0 0 0

Additions 0 0 826 153 4 876 5 855

Additions - internally developed 0 0 10 316 9 390 0 19 706

From business combinations

111 282 40 972 1 116 42 167 0 195 537

Reclassifications 0 0 6 613 3 773 (10 386) 0

Less government grants 0 0 (725) (713) 0 (1 438)

Translation difference 170 325 (39) (1 416) 470 (489)

Cost, end of period 205 279 57 526 29 975 54 353 4 979 352 112

Accumulated amortizations at 1 Jan 2021 0 (3 084) (1 807) (667) (2 102) (7 660)

Amortization 0 (8 411) (3 091) (11 335) (1 898) (24 735)

Reclassifications 0 0 (1 836) (1 521) 3 357 0

Impairment 0 0 (3 359) 0 0 (3 359)

Accumulated amortization and impairment, end of period 0 (11 495) (10 093) (13 523) (643) (35 755)

Carrying amount at 31 Dec 2021 205 279 46 031 19 882 40 830 4 336 316 358

Useful life Infinite 5 yrs 5–10 yrs 5 yrs 3–10 yrs

Ref Note 8, Business combinations

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Note 13 Financial items

Finance income

NOK thousand 2022 2021

Interest income 291 259

Realized foreign exchange gains 2 153 2 193

Net unrealized foreign exchange gains 1 522 0

Other financial income 1 225 146

Total financial income 5 191 2 598

Finance expenses

NOK thousand 2022 2021

Interest on debts and borrowings (697) (1 872)

Interest expense on lease liabilities (1 236) (1 079)

Realized foreign exchange losses (1 998) (1 821)

Net unrealized foreign exchange losses 0 (979)

Other financial expenses (1 350) (736)

Total financial expenses (5 280) (6 487)

Net financial items (89) (3 890)

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Note 14 Tax

Income tax expense

NOK thousand 2022 2021

Current tax

Current Income Tax - Norway 889 1 741

Current Income Tax - Other countries 1 539 398

Correction previous year - other countries 968 0

Deferred tax

Change in deferred taxes - Norway (7 653) (6 963)

Change in deferred taxes - Other countries (2 778) 23

Tax expense (+) / income (-) (7 035) (4 802)

A reconciliation of the effective tax rate

Profit/(loss) before tax (90 428) (53 660)

Adjustment of current income tax of previous years (50) 61

Changes in unrecognized deferred tax asset (if applicable) 66 974 41 875

Temporary differences 690 2 417

Non deductible expenses 37 375 (2 906)

Non-taxable income (916) 4 279

Tax base 13 643 (7 933)

Income taxes calculated at the Conpany's domestic tax rate (22%) 3 002 (1 745)

Tax previous year 968 19

Changes in recognized deferred taxes (10 431) (6 940)

Different tax rates applied in foreign jurisdictions (573) 3 865

Tax expense (+) / income (-) at effective tax rate (7 035) (4 802)

NOK thousand 2022 2021

Effective tax rate 7.8% 8.9%

Tax rate Norway 22.0% 22.0%

Deferred taxes

Property, plant and equipment 4 544 2 689

Receivable 91 (35)

Tax losses carried forward 9 256 5 824

Other provisions 0 (2 675)

Leases 110 0

Intangible assets (11 413) 0

Deferred tax on intangible assets from business combinations (857) (13 375)

Deferred taxes, net 1 732 (7 572)

Deferred taxes, capitalized 1 732 (7 572)

Deferred taxes, not capitalized 30 260 19 755

Reconciliation to balance sheet

Deferred tax assets 12 322 9 511

Deferred tax liabilities (10 590) (17 084)

Net Deferred tax assets (liabilities) 1 732 (7 572)

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Note 15 Earnings per share

Basic earnings per share (EPS) are calculated by dividing the profit

attributable to equity holders of the Company by the weighted

average number of ordinary shares in Issue during the year according

to the following number of outstanding shares.

Issued shares and share capital

Number

of shares

Share Capital

(NOK)

1 January 2022 584 903 064 163 772 858

Capital issue, April 100 000 000 28 000 000

Share issue, repair offer, July 3 625 153 1 015 043

Capital issue in relation to acq. of

Integra, Nov 2 045 000 572 600

31 December 2022 690 573 217 193 360 501

Diluted EPS amounts are calculated by dividing the profit attributable

to ordinary equity holders of the Company by weighted average

number of ordinary shares outstanding during the year plus the

weighted average number of ordinary shares that would be Issued

on conversion of all the dilutive potential ordinary shares into

ordinary shares.

The following reflects the Income and share data used in the basic

and diluted EPS calculations:

NOK 2022 2021

Net profit/(loss) to equity holders (83 393 192) (48 857 904)

Total (83 393 192) (48 857 904)

Number of shares (in thousands)

Weighted average number of ordinary shares 658 988 513 489 277 730

Effects of dilution, weighted average 5 663 984 91 776 213

Weighted average number of shares, adjusted for effects of dilution 664 652 497 581 053 943

Basic earnings per share (0.13) (0.10)

Diluted earnings per share

(0.13) (0.10)

If Net loss, EPS per Basic and Diliuted share will be equal

In 2021, the remaining obligation for share consideration for Qualisoft AS and Maksit was issued, only the weighted dilution persisted.

These are all settled at end of 2022.

In 2022, only parts of the original share consideration is included as dilution. Parts of the share consideration for Integra is still outstanding.

This is to be settled during 2023.

Effects of dilution

NOK 2022 2021

Redemption shares to minority shareholdes of Arribatec AS 0 85 130 804

Share consideration outstanding Qualisoft 0 2 876 712

Share consideration outstanding Maksit 0 2 465 753

Share consideration outstanding Integra 5 663 984 1 302 943

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Note 16 Goodwill and impairment

Goodwill and intangible assets stated in the consolidated financial

position are mainly derived from excess value following the acqui-

sitions of Instidata AS in 2019, Facil AS, Microsky AS and Innit AS

in 2020 and Maksit AS, Qualisoft AS, IB Group and Integra Ass.

Ltd in 2021. Recognized goodwill amounts to NOK 204.6m as of

31 December 2022 (NOK 205.3m). Other intangible assets related to

excess values in the Group accounts are customer relations and soft-

ware, with a carrying amount of NOK 45.3 million as per 31 December

2022 (NOK 62.3m).

Only goodwill has an indefinite lifetime, all other intangible assets are

amortized, ref Note 12.

Goodwill is tested for impairment for each cash generating unit (CGU)

prior to preparation of the annual accounts. The test is performed

annually, and when there are indications of impairment. There

were no impairment indications in the impairment test 2022 where

recoverable amounts exceeded the balance sheet amounts, thus no

impairment has been done in 2022.

The recoverable amount for each CGU has been determined esti-

mating their Value in Use (VIU) and comparing that to the carrying

amount of the specific CGU. The calculation of VIU has been based

on mstimate, reflecting the Grou’’s financial planning process. The

discount rates are derived as the weighted average cost of capital

(WACC) for a similar business in the same business environment.

Goodwill has been allocated for impairment testing purposes to the CGUs below.

NOK thousand Cloud BizS Marine Hospitality EA&BPM Total

Norway 56 622 35 585 0 24 416 66 361 182 984

UK 0 17 398 0 0 0 17 398

Italy 0 0 4 199 0 0 4 199

Total 56 622 52 983 4 199 24 416 66 361 204 581

Cash flow projections and assumptions

A five-year forecast of discounted cash flows plus a 2.0% terminal

value growth rate was used to determine net present value of the

CGU. Discounted cash flows were calculated after tax and applying a

WACC after tax. Estimated cash flow covering the period 2023-2027

consists of estimates for 2023 and beyond.

Key assumptions for the value in use calculations

The basis for the projection of the future cash flows estimated is

based on the financial budget of one year, approved by the Board of

Directors. The budget in combination with the forecasts represent

management’s best estimate of the range of economic conditions that

will exist over the remaining useful life of the asset. The remaining

four years of the forecast period are estimated based on budget and

projected performance. The calculation of VIU for the CGU is most of

all sensitive when it comes to the following assumptions:

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Discount rate

The input data for the WACC is gathered from external sources.

2022 2021

Norway UK Italy All

Risk free interest rate 3.1% 3.3% 4.2% 3%

Debt risk premium 6.6% 6.6% 6.6% 3%

Equity risk premium 5.9% 5.9% 5.9% 4%

Equity Beta 1.37 1.37 1.37 1.61

Cost of equity 11.2% 11.2% 11.2% 9.4%

Tax rate 22% 19% 29% 22%

After tax cost debt 7.6% 7.7% 8.0% 4.7%

Equity weight 90% 90% 90% 90%

WACC (pre tax) 13.8% 14.0% 16.6% 9.0%

The average growth rate and EBITDA margin assumptions are based on historical experience and performance as well as market analysis used for

budget 2023 and estimates from 2024-2026 and a terminal growth rate of 2%. The average growth rates in the period for each CGU is:

Cloud BizS Marine

Hospitality

EA&BPM

Average revenue growth 16% 9% 0% 196% 16%

Average EBITDA margin 7% 15% 18% 41% 19%

The restructuring and sales of IP in the Marine CGU from 2022 to 2023 effect the average growth rates

CGU Hospitality will until Q2 2023 go from a start up to become a mature profit making unit, thus impact on the growth rates seems unnatural

Sensitivity

At December 31, 2022, the Group’s value in use for each CGU was

significantly higher than the carrying amount of tested goodwill and

intangible assets with indefinite useful lives. The calculation is most

sensitive to changes in EBITDA and gross profit (GP) margins. No

reasonably likely change in the key assumptions listed above would

cause the carrying value to materially exceed the recoverable amount

for any of the CGUs. The headroom varies between 22% and 500% in

the different CGUs.

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Note 17 Business combinations

During 2022, Arribatec did not acquire any shares in companies.

During 2021, Arribatec acquired shares in the companies mentioned

below and consequently controls the subsidiaries from the date of

acquisition. In the purchase price allocations (PPA), the assets and

liabilities of the companies have been measured at the estimated fair

value on the acquisition date.

The purchase price allocation identified fair value adjustments on

Intangible assets like customer relations and software and deferred

tax liabilities/assets. The residual value of the purchase price alloca-

tion is allocated to goodwill.

Arribatec acquired five companies during 2021 within IT and

operation technology. The acquisitions are carried out in line with

Arribatec’s strategy.

The labor force and “going concern’’ elements are the main part of the

acquired excess value and has been allocated to goodwill in accord-

ance with IFRS 3. Goodwill in relation to the acquisition is related to

different CGU’s as according to Note 16. The final PPAs (Purchase

price allocation) are shown below.

2021

NOK thousand Maksit Qualisoft IB Group Infoship Integra

Date of acquisition 18 Feb 2021 23 Feb 2021 20 Jan 2021 01 Apr 2021 11 Oct 2021

Acquired part of Company 100% 100% 100% 100% 100%

Purchase price 35 987 85 605 20 830 258 36 268

whereof Cash consideration 25 787 54 855 20 830 258 16 569

whereof Share consideration 10 200 30 750 0 0 2 863

An earn-out component is included in the purchase price amounting to: 0 0 0 0 16 836

Fair value of assets and liabilities on acquisition

ASSETS

Non-current assets

Property, plant and equipment 101 457 1 114 142 940

Goodwill 22 541 66 361 5 025 9 17 091

Customer Relationship 9 234 15 128 0 0 16 610

Software 0 0 43 282 143 0

Other intangible fixed assets 0 0 22 034 0 0

Deferred tax assets 0 0 71 0 0

Other long term assets

0 0 0 0 0

Total non-current assets 31 876 81 946 71 527 294 34 640

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2021

NOK thousand Maksit Qualisoft IB Group Infoship Integra

Current assets

Trade receivables 3 675 21 856 3 060 240 7 648

Other current assets 263 7 218 1 202 31 462

Contract assets (earned, not invoiced) 0 656 748 0 930

Cash & cash equivalents 7 331 10 937 2 446 1 253 7 890

Total current assets 11 269 40 667 7 457 1 524 16 930

Total Assets 43 145 122 613 78 985 1 817 51 570

Non-current liabilities

Long term interest bearing debt 0 0 16 227 0 0

Deferred tax liabilities 2 032 3 328 7 127 0 3 126

Other long-term liabilities & provisions 0 0 14 472 1 549 1 101

Total non-current liabilities 2 032 3 328 37 825 1 549 4 228

Current liabilities

Trade payables 613 1 871 6 287 0 1 747

Tax liabilities 520 0 0 0 (443)

Current Contract liabilities (deferred revenue) 0 10 942 737 0 0

Other short term liabilities 3 621 20 867 13 306 10 9 771

Accrued expenses and prepaid income 372 0 0 0 0

Total current liabilities 5 126 33 680 20 330 10 11 075

Total Net assets 35 987 85 605 20 830 258 36 268

Info

Net Sales full year Merged 78 309 45 167 2 280 46 556

Profit /Loss full year Merged 7 964 (17 838) (2 147) (2 870)

Net Sales full year (Arribatec ownership period) Merged 72 967 45 167 2 280 13 053

Profit /Loss full year (Arribatec ownership period) Merged 7 309 (17 838) (2 147) (133)

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Note 18 Investment in subsidiaries

NOK thousand

Subsidiary Ownership

Year of

acquisition/

foundation

Profit after

tax 2022

Total Equity

31.12.2022

Profit after

tax 2021

Total Equity

31.12.2021

Arribatec Group ASA 100% 2015 (43 009) 338 909 (16 200) 331 154

Arribatec Norge AS

100% 2017 (611) 6 696 823 8 628

Arribatec Hospitality AS 100% 2019 (10 130) 5 498 (7 724) 8 156

Arribatec Cloud AS

100% 2020 3 839 9 686 940 5 954

Innit Utvikling AS

100% 2020 na na 1 298 2 253

Microsky AS

100% 2020 na na 613 1 850

Arribatec EA & BPM AS 100% 2021 1 889 2 292 7 309 5 776

Arribatec Sverige AB 100% 2016 (1 948) 480 (4 453) 669

Arribatec Denmark ApS 100% 2015 415 1 781 447 1 301

Arribatec Innovation Sp. z o.o. 100% 2018 672 1 108 636 439

Arribatec Belgium NV 100% 2018 769 2 444 547 1 535

Arribatec Italy S.r.l. 100% 2018 (637) 14 867 (406) 15 476

Arribatec Iberia SL 100% 2017 (874) 4 115 2 289 4 374

Arribatec Americas Inc 100% 2018 2 732 10 552 2 899 7 015

Arribatec Hospitality LLC 100% 2018 (1 037) (2 214) (922) (1 024)

IB S.r.l. 100% 2021 (20 602) (28 639) (18 876) (4 774)

IB Digital Ship S.r.l.

100% 2021 na na 23 241

IB Cyprus LTD 100% 2021 59 4 350 160 4 057

IB USA Inc 100% 2021 1 239 270 855 (1 060)

Arribatec Solutions UK LTD 100% 2018 (712) (2 593) (1 757) (1 893)

Integra Associates Ltd. 100% 2021 (590) 5 848 (134) 6 619

Infoship GmbH 100% 2021 (1 928) (3 966) (2 147) (1 870)

Arribatec France Sarl 100% 2021 (7) (0) (188) (87)

Arribatec Solutions Trading Ltd 100% 2021 (1 956) (2 869) (358) (363)

All entities listed are included in the consolidated financial statements

of Arribatec Group ASA.

During 2022, Innit Utvikling AS was merged into Arribatec Norge AS,

Microsky AS was merged into Arribatec Cloud AS and IB Digital Ship

S.r.l. was merged into IB S.r.l.

Arribatec Group ASA are holding direct ownership of most entities.

Arribatec Americas INC and Arribatec Americas LLC are both subsid-

iaries of Arribatec Denmark Aps. The IB Group is owned by Arribatec

Italy S.r.l.

Innit Utvikliing AS was merged into Arribatec Norge AS in 2022

Microsky AS was merged into Arribatec Cloud AS in 2022

IB Digital Ship S.r.l. was merged into IB S.r.l in 2022

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Note 19 Other non-current assets

NOK thousand 2022 2021

Investment in shares 60 60

Bond notes in Italy 0 9 836

Deposits 5 263 664

Other 0 118

Total other non-current assets 5 323 10 678

Note 20 Account receivable

NOK thousand Current 0-30 days 31-60 days 61-90 days 90+days Total

whereof

estimated

credit losses

Ageing, Accounts receivable

2022 60 600 17 022 5 200 2 984 2 409 88 214 (2 994)

2021 49 285 23 200 5 819 7 004 3 366 88 674 (570)

Provision for Expected Credit Losses (ECL) are included with NOK 3.0m (NOK 570k). The provision is based on a valuation

per subsidiary at year end based on general assumptions as well as agreements with customers and payments made in next year.

Accounts receivables are non-interest bearing. See Note 2 for a description of allowance for expected credit losses.

Note 3 provides a description of the Group’s credit risk management.

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Note 21 Financial instruments

Set out below is a comparison by class of carrying amounts and fair

values of all financial instruments that are carried in the financial

statements.

The financial assets principally consist of cash and cash equivalents

obtained through the operating business. The financial liabilities

principally consist of trade and other payables arising directly from

its operations. The fair value of the financial assets and liabilities are

included at the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced

or liquidation sale.

The Group uses the following hierarchy for determining and disclosing

the fair value of financial instruments by valuation technique:

Level 1: The fair value of financial instruments traded in active

markets is based on quoted market prices

Level 2: The fair value of financial instruments that are not traded

in an active market is determined using valuation techniques which

maximize the use of observable market price and rely as little as

possible on entity-specific estimates. If all significant Inputs require to

fair value an Instrument are observable.

Level 3: techniques that use inputs that have a significant effect on

the recorded fair value that are not based on observable market data.

Carrying amount Fair value

NOK thousand

Amortized

cost

Fair value

through profit

and loss Total Level 1 Level 2 Level 3 Total

31 Dec 2022

Financial assets

Investment in shares

0 60 60 0 0 60 60

Accounts receivable 88 214 0 88 214 0 0 88 214 88 214

Deposits related to premises 5 263 0 5 263 5 263 5 263

Other receivables 1 128 0 1 128 0 0 1 128 1 128

Total financial assets 94 605 60 94 665 0 0 94 665 94 665

Financial liabilities

Non-current lease liabilities 26 727 0 26 727 0 0 26 727 26 727

Other non-current financial liabilities 967 0 967 0 0 967 967

Current lease liabilities 16 765 0 16 765 0 0 16 765 16 765

Accounts payable 31 879 0 31 879 0 0 31 879 31 879

Contract liabilities 16 476 0 16 476 0 0 16 476 16 476

Current tax payable 650 0 650 0 0 650 650

Other current liabilities 83 969 0 83 969 0 0 83 969 83 969

Interest bearing loan 31 211 0 31 211 0 0 31 211 31 211

Total financial liabilities 192 167 0 192 167 0 0 192 167 192 167

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Carrying amount Fair value

NOK thousand

Amortized

cost

Fair value

through profit

and loss Total Level 1 Level 2 Level 3 Total

31 Dec 2021

Financial assets

Investment in shares

0 60 60 0 0 60 60

Accounts receivable and other receivables 90 964 0 90 964 0 0 90 964 90 964

Total financial assets 90 964 60 91 024 0 0 91 024 91 024

Financial liabilities

Accounts payable and other payables

166 643 0 166 643 0 0 166 643 166 643

Interest bearing loan 37 425 0 37 425 0 0 37 425 37 425

Total financial liabilities 204 067 0 204 067 0 0 204 067 204 067

Investment in shares is classified as Other non-current assets

Consists of lease liabilites, other non-current financial liabilities, accounts payable, contract liabilities, current tax payable and other current liabilities

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Note 22 Other receivables and other current assets

NOK thousand 2022 2021

Government receivables 4 317 4 189

Prepaid cost 13 648 9 689

Other current assets 1 647 8 732

Total other non-current assets 19 612 22 610

Note 23 Contract assets and liabilities

Contract assets

Contract assets are recognized for performance obligations satisfied over time, mainly from installation

services and projects where progress is measured over time. When the consideration becomes uncondi-

tional the contract assets are reclassified to accounts receivables, which attributes the main changes to the

contract assets in the periods.

Contract assets will typical insure in Solassa/Saas project were the customer pays a fixed annual or monthly

fee over 3-5 years and this also includes payment for the implementation and integration services. In such

cases revenue are recognized at the time were performance obligations are meet and registered as a

contract assets. A reclassification is done when the customer is invoiced, ref Note 2.6.

NOK thousand 2022 2021

As of 1 January 19 549 12 387

Performance obligations met 36 572 20 676

Reclassified to receivables (40 272) (16 006)

From business combinations 0 2 335

Translation difference 427 157

Total contract assets 16 276 19 549

It is expected that 72% of the above contract assets will be reversed in 2023, 20% in 2024 followed by 6% in

2025 and the remaining 2% in 2026.

The expected credit losses on Contracts assets are considered immaterial as the contracts are mainly with

governmental parties and therefore secured. Contracts are subject to valuation of credit losses in same way

as Accounts receivable.

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Contract liabilities

Contract liabilities relates to consideration received in advance of performance under revenue contracts

with customers. Revenue is recognized as (or when) the Group fulfils its performance obligation(s) under the

contracts.

Contract liabilities are presented in the table below:

NOK thousand 2022 2021

As of 1 January 21 483 1 283

Deferred revenue 68 627 38 779

Recognized as revenue in P&L (73 811) (30 256)

From business combinations 0 11 679

Translation difference 177 (2)

Total contract liabilities 16 476 21 483

Contract liabilities are mainly invoiced to customers in advance and relating to 2023. All liabilities per

1 January was recognized as revenue in P&L during the year.

Note 24 Inventory

NOK thousand 2022 2021

Hardware for resale 900 324

Licenses for resale 2 877 2 855

Total other non-current assets 3 777 3 179

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Note 25 Cash

NOK thousand 2022 2021

Cash, free 26 956 31 948

Cash, restricted 13 492 11 810

Total cash and cash equivalents 40 449 43 758

Note 26 Shares

Issued shares and share capital

Number of

Share Capital

(NOK)

1 January 2020 16 077 403 16 077 403

Capital issue, Jan 7 164 688 7 164 688

Capital issue, Mar 41 666 666 41 666 666

Capital issue, Mar 25 000 000 25 000 000

Capital decrease, Nov (64 734 305)

New shares, Oct 235 819 574 66 029 481

Share issue, repair offer, Nov 32 855 000 9 199 400

Share issue, employee offer, Nov 10 000 000 2 800 000

Share issue, private placement, Dec 50 000 000 14 000 000

1 January 2021 418 583 331 117 203 333

Capital issue in relation to acq. of Facil, Jan 12 423 200 3 478 496

Capital issue in relation to acq. of Microsky, Feb 3 499 998 979 999

Capital issue in relation to acq. of Innit, Mar 5 606 400 1 569 792

Capital issue in relation to acq. of Qualisoft, May 15 000 000 4 200 000

Capital issue in relation to acq. of Maksit, Aug 5 000 000 1 400 000

Capital issue in relation to merger with Arribatec AS, Sep 124 790 135 34 941 238

31 December 2021 584 903 064 163 772 858

Capital issue, April 100 000 000 28 000 000

Share issue, repair offer, July 3 625 153 1 015 043

Capital issue in relation to acq. of Integra, Nov 2 045 000 572 600

31 December 2022 690 573 217 193 360 501

Each share has the same rights and has a par value of NOK 0.28.

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20 largest shareholders at 31 Dec 2022

Holding Stake

FERNCLIFF LISTED DAI AS 166 554 032 24.1%

ARRIBA INVEST AS 53 200 000 7.7%

DALLAS ASSET MANAGEMENT AS 24 598 694 3.6%

JOAR AARENES 24 111 850 3.5%

TORSTEIN INGVALD TVENGE 21 000 000 3.0%

NORDNET BANK AB 18 656 529 2.7%

SRK CONSULTING AS 17 809 464 2.6%

ERIK SKAAR OPDAL 16 952 000 2.5%

TRUDE HALVORSEN 10 797 884 1.6%

HANEKAMB INVEST AS 10 553 463 1.5%

DATUM AS 8 542 908 1.2%

MIDDELBOE AS 7 011 150 1.0%

NORSK REGNESENTRAL 6 770 735 1.0%

DANSKE BANK A/S 6 128 767 0.9%

LARS HUGO BRAADLAND OLSEN 5 748 500 0.8%

LCS AS 5 518 001 0.8%

JAN ARNE CHRISTENSEN 5 156 750 0.7%

NORDNET LIVSFORSIKRING AS 5 152 005 0.7%

VALSET INVEST AS 4 500 000 0.7%

FAISAL BAIG 4 207 000 0.6%

Total 20 largest shareholders 422 969 732 61.2%

Other shareholders 267 603 485 38.8%

Total 690 573 217 100.0%

Shares held by related parties

Holding Stake

FERNCLIFF LISTED DAI AS 166 554 032 24.1% Related to Øystein S. Spetalen, Member of the Board in Arribatec Group ASA

HANEKAMB INVEST AS 10 553 463 1.5% Related to Martin Nes, Chairman of the Board in Arribatec Group ASA

FINANCE RESOURCES GJ AS 3 606 084 0.5% Related to Geir Johansen, CEO of Arribatec Group ASA

REAKTOR RETURNS AS 1 738 830 0.3% Related to Henrik Lie-Nielsen, Member of the Board in Arribatec Group ASA

KJØLVIK INVEST AS 583 334 0.1% Related to Ole-Jakob Kjølvik, COO of Arribatec Group ASA

SICUBI AS 240 712 0.0% Related to Bente Brocks, CFO (interim) of Arribatec Group ASA

HELLEBUST, KRISTIN 227 272 0.0% Related to Kristin Hellebust, Member of the Board in Arribatec Group ASA

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Note 27 Interest bearing loans

NOK thousand

Debt financial institutions Type Currency Facility limit Interest rate Year of maturity 31 Dec 2022 31 Dec 2021

Danske Bank Revolving credit facility NOK 20 000 NIBOR+2.75% 2023 6 750 0

DNB Revolving credit facility NOK 7 000 6.15% 2022 0 5 710

DNB Unsecured bank loan NOK 4.65% 2023 0 185

DLL Leasing & finance company NOK 4.5% 2024 244 493

The Norwegian Research Council Governmental NOK 3.35% 2022 0 188

Bank Intesa, Italy Unsecured bank facilities EUR

EURIBOR+1.95%-2.40%

2027 8 411 9 824

Bank Progetto, Italy Unsecured bank loan EUR EURIBOR+5% 2025 5 759 7 236

Bank Carige, Italy Unsecured bank loan EUR 1.3% 2027 6 863 7 478

Bank Passadore, Italy Unsecured bank loan EUR EURIBOR+1.5% 2028 3 154 2 991

Italian banks, ref above Revolving credit facility EUR 1.0-4.75% 2023 29 3 320

Total 31 211 37 425

Credit facilities Other borrowings Total

Balance at 1 Jan 2022 9 030 28 394 37 425

Proceeds from loans and borrowings 4 067 0 4 067

Repayment of loans and borrowings (6 499) (5 464) (11 963)

Total changes in financial cashflow (2 432) (5 464) (7 896)

Translation difference 181 1 501 1 682

Total Borrowings at end of period 6 779 24 431 31 211

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Note 28 Pensions

Arribatec group meets the different local mandatory occupational

pension requirement.

Arribatec operates defined contribution retirement benefit plans for

all qualifying employees of its subsidiaries in Norway, Sweden and

Denmark. The only obligation of the group with respect to retirement

benefit plan is to make the specified contributions.

The employees of other subsidiaries are member of a state managed

retirement benefit plan operated by the government. The subsidiaries

are required to contribute a specified percentage of payroll costs to

the retirement benefit scheme to fund the benefits.

Note 29 Provisions

NOK thousand 2022 2021

Severance indemnity funds in Italy 10 364 9 586

Non-current part of Integra earn-out estimate 0 9 541

Other provisions 3 838 3 661

Total provision 14 202 22 789

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Note 30 Other current liabilities

NOK thousand 2022 2021

Employer tax and employee withholding tax 22 700 16 172

Accrued holiday payments and bonuses 31 987 31 337

VAT liabilities 10 121 6 748

Severance payments 0 3 069

Remaining part of acq.price, Integra 8 569 10 786

Other short term liabilities 10 591 14 768

Total other current liabilities 83 969 82 880

Note 31 Transactions with related parties

No transactions with related parties during 2022. During 2021, the following transactions were approved

by the General meeting in Arribatec Group ASA 20 November in 2020. Ferncliff is a related party to

Tycoon Industrier AS, related to Øystein S. Spetalen, Member of the Board in Arribatec Group ASA.

NOK thousand 2022 2021

Transactions with related parties

Ferncliff AS - Fee for CEO and CFO for hire 0 562

Total Related parties transactions 0 562

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Financial statementsFinancial statements | The GroupFinancial statements | The Group

Note 32 Pledged assets

The Group have no pledged assets.

Note 33 Subsequent events

Subsequent to 31 December 2022, the following highlights has occurred:

1 February, Arribatec announced a proposal of a reverse share split of the Company’s shares in the ratio of

10:1 to meet Oslo Børs’ requirements of a minimum share value of NOK 1 per share.

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Parent company financial statements

Income statement of Arribatec Group ASA

Balance sheet of Arribatec Group ASA

Statement of cash flow of Arribatec Group ASA

Notes to the financial statement

Note 1 Accounting principles

1.1 Basis for preparation of the company accounts

1.2 Currency

1.3 Revenue

1.4 Expenses

1.5 Defined contribution pension schemes

1.6 Classification of assets and liabilities

1.7 Tangible fixed assets

1.8 Other intangible assets

1.9 Shares in subsidiaries

1.10 Receivables

1.11 Taxes

1.12 Leasing agreements

1.13 Use of estimates

1.14 Contingencies and events after the Balance Sheet date

1.15 Cash Flow Statement

Note 2 Employee compensation

Note 3 Other operating expenses

Note 4 Other financial income

Note 5 Other financial expence

Note 6 Tax

Note 7 Property, plant and equipment

Note 8 Other intangible assets

Note 9 Shares in subsidiaries

Note 10 Cash and short-term deposits

Note 11 Share capital and shareholder information

Note 12 Equity

Note 13 Events after the balance sheet date

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Income statement of Arribatec Group ASA

NOK thousand Note 2022 2021

Operating income and operating expenses

Sales revenue 0 9 115

Other income 4 360 (2 022)

Total income 4 360 7 093

Raw materials and consumables used (21 154) (14 031)

Employee benefits expense

2 (16 567) (1 490)

Depreciations, amortization and impairment of tangible and intanglible fixed assets

7, 8 (5 253) (12 472)

Other expenses

3 (3 449) (15 522)

Total expenses (46 424) (43 516)

Operating profit/loss (42 063) (36 423)

Financial income and expenses

Other interest income 1 416 942

Other financial income

4 1 687 15 848

Other interest expenses (1 197) (178)

Other financial expenses

5 (2 335) (2 428)

Net financial items (430) 14 186

Result before tax (42 493) (22 237)

Tax expense

6 767 6 037

Result for the year

12 (41 726) (16 200)

Allocation of result for the year

Other equity (41 726) (16 200)

Total brought forward (41 726) (16 200)

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Balance sheet of Arribatec Group ASA

NOK thousand Note 2022 2021

ASSETS

Non-current assets

Intangible assets

Licences, patents etc.

8 6 005 15 006

Deferred tax assets

6 9 272 8 505

Total intangible assets 15 277 23 511

Property, plant and equipment

Equipment, fixtures and fittings and other movables 1 010 1 773

Total property, plant and equipment

7 1 010 1 773

Non-current financial assets

Investments in other group companies

9 309 969 303 817

Loan to group companies

9 30 413 27 322

Other long-term receivables

9 3 386 0

Total non-current financial assets 343 767 331 139

Total non-current assets 360 055 356 423

NOK thousand Note 2022 2021

Current assets

Inventories

Inventories 2 877 0

Total Inventories 2 877 0

Receivables

Accounts receivables 70 127

Accounts receivables from group companies 36 670 24 365

Other short-term receivables 1 422 4 601

Receivables from group companies 12 349 26 987

Total receivables 50 511 56 079

Bank deposits, cash and cash equivalents

10 3 469 6 391

Total bank deposits, cash and cash equivalents 3 469 6 391

Total current assets 56 856 62 470

Total assets 416 911 418 893

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Balance sheet of Arribatec Group ASA

NOK thousand Note 2022 2021

EQUITY AND LIABILITIES

Equity

Paid in equity

Share capital

11 193 361 163 773

Other paid in capital 215 645 582 605

Total paid-in equity 409 005 746 378

Retained earnings

Other equity (68 173) (415 224)

Total retained earnings (68 173) (415 224)

Total equity

12 340 832 331 155

NOK thousand Note 2022 2021

Liabilities

Other non-current liabilities

Liabilities to group companies 16 669 18 425

Total non-current liabilities 16 669 18 425

Current liabilities

Liabilities to financial institutions 32 314 0

Trade payables 6 127 43 488

Public duties payable 1 722 (4 102)

Liabilities to group companies 2 2 325

Other current liabilities 19 245 27 603

Total current liabilities 59 410 69 314

Total liabilities 76 079 87 739

Total equity and liabilities 416 911 418 893

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Statement of cash flow of Arribatec Group ASA

For the year ended 31 December

NOK thousand Note 2022 2021

Operating activities

Profit/(Loss) before tax (42 493) (22 237)

Adjustments for:

- (Increase)/decrease in accounts receivable 5 569 (3 768)

- (Decrease)/Increase in accounts payable (37 361) (12 632)

- Depreciation, amortization and impairment 5 253 12 472

Change in other current assets/ liabilities (17 475) (168 356)

Net cash flows operating activities (86 507) (194 521)

Investing activities

Cash received through business combination 0 1 339

Cash consideration investment in subsidiaries 0 153 065

Capitalized tangible and intangible assets 2 738 (7 917)

Net cash flows investing activities 2 738 146 487

Financing activities

Proceeds from borrowings 0 21 850

Change in overdraft 32 314 0

Other changes in equity 51 813 (221 630)

Proceeds from shares issued 0 86 557

Share issue costs (3 280) (600)

Net cash flows financing activities 80 847 (113 823)

Net change in cash and cash equivalents (2 922) (161 857)

Cash and cash equivalents at beginning of period 6 391 168 248

Cash and cash equivalents at end of period 3 469 6 391

Oslo 26 April 2023

The board of Arribatec Group ASA

Signed electronically

Martin Nes

chairman of the board

Øystein Stray Spetalen

member of the board

Kristin Hellebust

member of the board

Henrik Lie-Nielsen

member of the board

Linn Katrine Høie

member of the board

Geir Johansen

Group CEO

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Arribatec Group ASA

Notes to the financial statement

Note 1 Accounting principles

1.1 Basis for preparation of the company accounts

The annual accounts are set up in accordance with the Accounting

Act of 1998, Norwegian accounting principles (NGAAP) and generally

accepted Norwegian accounting best practice (NGRS). The annual

accounts consist of the income statement, balance sheet, cash flow

statement and notes. The annual accounts constitute a whole.

The most important accounting principles that are used in the prepa-

ration of the annual accounts are as follows:

1.2 Currency

Monetary items in foreign currencies are valued at the year-end

exchange rate. Other assets and liabilities in foreign currency are

valued according to general valuation regulations.

1.3 Revenue

Revenues mainly consist of sales of services to other companies in

the group. The company recognizes revenue when it transfers control

of a good or service to a customer. Dividends and group contributions

from subsidiaries are recognized in the same year in which they are

earned in the underlying companies, and when such distributions are

expected to be resolved and are included in the underlying compa-

nies’ annual accounts. Interest income is entered as it is earned.

1.4 Expenses

Expenses are included with and expensed simultaneously with the

income that the expenses are attributable to. Costs that cannot be

directly attributed to income are expensed when incurred. Interest

and fees are entered as these are earned as income or incurred as

costs.

1.5 Defined contribution pension schemes

The obligations of the Company related to payments of defined

contribution retirement plans are expensed in the income statement

as they are earned by the employee for services conducted on behalf

of the employer during the period.

1.6 Classification of assets and liabilities

Fixed assets and non-current liabilities consist of items expected to

be settled more than twelve months after the balance sheet date.

Current assets and current liabilities consist of amounts that are

expected to be settled within twelve months after the balance sheet

date.

Fixed assets are valued at historical cost but written down to actual

value when the reduction in value is not expected to be temporary.

Fixed assets with a limited economic lifetime are depreciated in

accordance with a depreciation plan. Non-current loans are recorded

at the nominal received value at the time of establishment.

Current assets are valued at the lowest of the cost value and actual

value. Non-current liabilities are recorded at the nominal received

value at the time of establishment.

1.7 Tangible fixed assets

Tangible fixed assets are recognized at historical cost in the balance

sheet, with a deduction for accumulated depreciation and any impair-

ment. The write down is reversed when the basis for the write down

no longer exists. Depreciation is made on a straight-line basis over

the asset’s estimated useful life, which is assessed on an individual

basis, ranging from three to five years.

1.8 Other intangible assets

Intangible fixed assets are recognized at cost in the balance sheet,

with a deduction for accumulated depreciation and any impairment.

Amortization is calculated using the straight-line method to allocate

the cost over their useful lives of three to five years.

1.9 Shares in subsidiaries

In Arribatec Group ASA’s company accounts, shares in subsidiaries

are valued in accordance with the cost method. Group contributions

are entered in the parent company’s accounts as income in invest-

ment in subsidiaries under financial items, in the extent to which the

distribution relates to the earnings accrued in the holding period.

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Other received group contributions are entered as a reduction of cost

price of the shares. Provided group contributions net after tax are

entered as increased investment in subsidiaries.

1.10 Receivables

Receivables are recorded at nominal value less provisions for

expected losses. Provisions for losses are made based on an indi-

vidual analysis of the individual receivables.

1.11 Taxes

Tax expenses consist of tax payable and the change in deferred tax.

Deferred tax are calculated on all differences between accounting

and tax values of assets and liabilities. Deferred tax is calculated

at 22% based on the temporary differences that exist between the

accounting and tax values, and tax loss carried forward at the end

of the financial year. Net deferred tax assets are recognized to the

extent that it is likely that they could be utilized. Tax expenses and

deferred tax are entered in the accounts directly against equity so far

as the tax items relate to items recognized directly against equity.

1.12 Leasing agreements

Leases where the most significant risks and returns associated with

ownership of the asset are not acquired by the company are classi-

fied as operating lease agreements. Lease payments are classified as

an operating expense and are recognized linearly over the contract

period.

1.13 Use of estimates

Management has used estimates and assumptions that affect the

income statement and the valuation of assets and liabilities, as well

as contingent assets and liabilities on the balance sheet date during

the preparation of the annual accounts in accordance with generally

accepted accounting principles.

1.14 Contingencies and events after the Balance Sheet date

Contingent losses that are probable and quantifiable are expensed.

See Note 13 for events after the balance sheet date. .

1.15 Cash Flow Statement

The cash flow statement is prepared according to the indirect

method. Cash and cash equivalents include cash, bank deposits and

other short-term liquid investments.

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Note 2 Employee compensation

NOK thousand 2022 2021

Salaries (11 791) (1 187)

Employment tax (1 720) (159)

Pension costs (389) 0

Other benefits (2 667) (144)

Total employee compensation (16 567) (1 490)

including Social security paid to board members

Note 3 Other operating expenses

NOK thousand 2022 2021

Consultants, etc 0 (3 024)

Legal costs (5 301) (3 566)

R&D related costs 0 (170)

Computer and software costs (2 822) (2 805)

Leasing (3 205) (1 461)

Audit and accounting fees (1 957) (2 516)

Stock fees/Listing of shares (219) (860)

Other 10 054 (1 119)

Total other operating expenses (3 449) (15 522)

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Note 4 Other financial income

NOK thousand 2022 2021

IC Group contribution received 0 7 649

IC Accrued dividend received 0 6 789

Net unrealized foreign exchange losses 1 687 1 411

Total other financial income 1 687 15 848

Note 5 Other financial expence

NOK thousand 2022 2021

Write off intercompany loan (1 530) 0

Other (805) (2 428)

Total other financial expence (2 335) (2 428)

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Note 6 Tax

NOK thousand 2022 2021

Earnings before tax (42 493) (22 237)

Permanent differences 1 606 0

Change in temporary differences 3 527 6 037

Total taxable income / loss (-) (37 360) (16 200)

Payable tax on this year's result 0 0

Deferred tax 9 272 8 505

Note 7 Property, plant and equipment

NOK thousand

Office

equipment

Fixture and

fittings Other Total

Cost at 1 January 2022 4 037 546 745 5 328

Additions 0 319 0 319

Disposals / transferred (895) 0 0 (895)

Cost at 31 December 2022 3 142 865 745 4 752

Accumulated depreciation at 1 January 2022 (3 111) (445) 0 (3 555)

Depreciation during the year (31) (53) (102) (186)

Accumulated depreciation at 31 December 2022 (3 142) (498) (102) (3 742)

Carrying amount at 31 December 2022 0 367 643 1 010

Useful life 5-10 yrs 5 yrs 5 yrs

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Note 8 Other intangible assets

NOK thousand

Custom

software Licenses Other Total

Cost at 1 January 2022 30 732 1 544 101 32 377

Additions 2 419 0 0 2 419

Disposals / transferred (24 949) 0 0 (24 949)

Cost at 31 December 2022 8 202 1 544 101 9 847

Accumulated amortization at 1 January 2022 (16 987) (352) (31) (17 371)

Disposals / transferred 18 596 0 0 18 596

Amortization during the year (4 227) (309) (10) (4 545)

Impairment during the year (522) 0 0 (522)

Accumulated amortization at 31 December 2022 (3 139) (661) (41) (3 841)

Carrying amount at 31 December 2022 5 063 883 60 6 005

Useful life 5-10 yrs 5 yrs 5 yrs

Note 9 Shares in subsidiaries

NOK thousand Ownership

Book value

of shares

Equity in

subsidiaries

Arribatec Norge AS 100% 44 250 8 640

Arribatec Hopitality AS 100% 36 544 5 121

Arribatec Cloud AS 100% 80 091 12 029

Arribatec EA & BPM AS 100% 85 605 7 152

Arribatec Belgium NV 100% 586 2 444

Arribatec Denmark ApS 100% 56 1 781

Integra Associates Ltd 100% 36 268 5 848

Arribatec France Sarl 100% 102 0

Arribatec Solutions Trading Ltd 100% 0 (2 869)

Arribatec Iberia SL 100% 28 4 115

Arribatec Sverige AB 100% 9 199 480

Arribatec Italy S.r.l. 100% 17 024 14 867

Arribatec Innovation Sp. z o.o. 100% 218 1 108

Total 309 969 27 774

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Financial statementsFinancial statements | Parent CompanyFinancial statements | Parent Company

Note 10 Cash and short-term deposits

As of 31 December 2022 the company had a cash balance of NOK 762 770 thousand as restricted cash.

Note 11 Share capital and shareholder information

The Company is listed on the Oslo Stock Exchange under the ticker ARR. Share capital in the company per

31 December 2022 consisted of 690 573 217 shares, each with a nominal value of NOK 0.28. Total share

capital was NOK 193 360 501.

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Financial statementsFinancial statements | Parent CompanyFinancial statements | Parent Company

Note 12 Equity

NOK thousand

capital

Other paid-in

capital

Other

equity

Total

equity

Equity 31 December 2021 163 773 582 605 (415 224) 331 154

Result of the year (41 726) (41 726)

Other paid in capital 29 588 25 097 54 685

Share issue cost (3 281) (3 281)

Reclassificaion within equity (388 776) 388 776 0

Equity 31 December 2022 193 360 215 645 (68 173) 340 832

Note 13 Events after the balance sheet date

1 February 2023, Arribatec announced a proposal of a reverse share split of the Company’s shares in the

ratio of 10:1 to meet the Oslo Børs’ requirements of a minimum share value of NOK 1 per share.

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Financial statementsFinancial statements | Parent CompanyFinancial statements | Parent Company

BDO AS

Munkedamsveien 45

PO Box 1704 Vika

0121 Oslo

Norway

BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 1 of 5

Independent Auditor's Report

To the Annual Shareholders meeting of Arribatec Group ASA

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Arribatec Group ASA.

The financial statements comprise:

• The financial statements of the parent company, which comprise

the balance sheet as at 31 December 2022, income statement,

statement of comprehensive income, statement of changes in

equity and cash flows for the year then ended, and notes to the

financial statements, including a summary of significant

accounting policies, and

• The financial statements of the group, which comprise the balance

sheet as at 31 December 2022, and income statement, statement

of comprehensive income, statement of changes in equity and cash

flows for the year then ended, and notes to the financial

statements, including a summary of significant accounting

policies.

In our opinion:

• The financial statements comply with applicable statutory

requirements,

• The accompanying financial statements give a true and fair view

of the financial position of the company as at 31 December 2022,

and its financial performance and its cash flows for the year then

ended in accordance with the Norwegian Accounting Act and

accounting standards and practices generally accepted in Norway.

• The accompanying financial statements give a true and fair view

of the financial position of the group as at 31 December 2022, and

its financial performance and its cash flows for the year then

ended in accordance with International Financial Reporting

Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit

Committee.

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BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 2 of 5

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in

the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as

required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for

Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of Arribatec Group ASA for 2 years from the election by the general meeting of the shareholders on 12 May 2021 for the

accounting year 2021.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current

period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do

not provide a separate opinion on these matters.

Description of the key audit matter How the key audit matter was addressed in the audit

Goodwill and intangible assets

Under IFRS, the Group is required to perform an annual impairment test of

goodwill and intangible assets with an indefinite useful life.

Impairment testing of goodwill and intangible assets is a key aspect of our audit

due to the complexity of the assessments and the significance of assumptions

related to future market and/or economic conditions that support the

assessment.

Our audit procedures have included a detailed review of management’s

impairment test for each business unit to which goodwill and intangible

assets are allocated. We have also assessed management’s assumptions

supporting the valuation and taken into consideration management’s

historical accuracy in determining the estimates. Internal specialists

have assisted us in this process. We have also considered the

assumptions described in note 16 and assessed the adequacy of the

information provided in the notes against the requirements of IAS 36.

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BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 3 of 5

Description of the key audit matter How the key audit matter was addressed in the audit

Investments in subsidiaries

The company has significant investments in subsidiaries that are measured at

cost. Investments in subsidiaries are tested for impairment if impairment

indicators are present. An impairment loss is recognized if the carrying amount

exceeds the recoverable amount. The significant amounts involved, and the

complexity of the valuation of the assets, lead us to classify the valuation of

investments in subsidiaries as a key audit matter.

Our audit procedures included a detailed review, testing, and

assessment of management's impairment tests, including the

calculation of recoverable amounts. We have also assessed

management's assumptions supporting the valuation and taken into

consideration the historical accuracy in determining the estimates.

Internal specialists have assisted us in this process. We have also

considered the assumptions described in note 16.

Other information

The Board of Directors and the Managing Director (management) are responsible for the other information. The other information comprises the Board of

Directors’ report and other information in the Annual Report, but does not include the financial statements and our auditor’s report thereon. Our opinion

on the financial statements does not cover the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact. We have nothing to report in this regard.

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BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 4 of 5

Opinion on the Board of Director’s report

Based on our knowledge obtained in the audit, in our opinion the Board of Directors’ report

• is consistent with the financial statements and

• contains the information required by applicable statutory requirements.

Our opinion on the Board of Director’s report applies correspondingly for the statements on Corporate Governance and Corporate Social Responsibility.

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Norwegian Accounting Act and

accounting standards and practices generally accepted in Norway, and for the preparation and fair presentation of the financial statements of the group in

accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary

to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely

that the enterprise will cease operations. The financial statements of the Group use the going concern basis of accounting unless management either

intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due

to fraud or error, and to issue an 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 ISAs 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 financial statements.

For further description of Auditor’s Responsibilities for the Audit of the Financial Statements reference is made to:

https://revisorforeningen.no/revisjonsberetninger

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BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms

part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 5 of 5

Report on compliance with Regulation on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Arribatec Group ASA we have performed an assurance engagement to obtain reasonable assurance about

whether the financial statements included in the annual report, with the file name Arribatec-Group-ASA-2022-12-31-en.zip have been prepared, in all

material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format

(ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation

of the annual report in XHTML format and iXBRL tagging of the consolidated financial statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF

Regulation.

Management’s Responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF Regulation. This responsibility comprises an adequate

process and such internal control as management determines is necessary.

Auditor’s Responsibilities

For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see:

https://revisorforeningen.no/revisjonsberetninger

BDO AS

Yngve Gjethammer

State Authorised Public Accountant

(This document is signed electronically)

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| Statement of Corporate Governance ^

This chapter describes Arribatec Group ASA’s (“Arribatec” or “the

Company”) compliance with the Norwegian code of practice for

corporate governance. The Company’s Board of Directors embraces

the principles of good corporate governance and is vigilant about

the Company’s adherence to these principles. This report includes

the information required to comply with §3-3b in the Norwegian

Accounting Act.

Corporate governance

As a security provider, understanding and adhering to rules and

regulations is of the utmost importance to Arribatec. Good corporate

governance benefits the Company’s reputation and thus value, and

vice versa. The Company adheres to the following set of principles

with regard to corporate governance:

Transparency

The communication between the Company and its stakeholders shall

be based on transparency about matters that are relevant to evaluate

the operations of the Company.

Independence

The Board of Directors shall act independently of the Company’s

executive management to ensure that decisions are made on fair and

neutral grounds.

Equality

All shareholders shall be treated equally.

Control and governance

Good internal control and governance principles shall contribute to

predictability and risk mitigation for owners and other stakeholders.

1. Corporate Governance at Arribatec Group ASA

The Company always seeks to comply with the most recent appli-

cable legal framework for companies listed on the Norwegian stock

exchange. The Company endorses the “Norwegian Code of practice

for Corporate Governance” (“NUES”) in its most recent revision

(October 2021), which is available on www.nues.no. The Company

conducts annual corporate governance reviews to ensure continued

compliance. Considering the size and maturity of the Company,

there may be deviations from the code. Arribatec will adhere to the

principle “declare or explain” regarding any non-compliance with

respect to the code. The Company’s policies, instructions and internal

processes are continuously developed.

2. Operations and corporate social responsibility

The Board of Directors prepares annual business plans that include

the goals, key strategies and risk profile for the Company, which shall

be reviewed on an annual basis. The Company has implemented

ethical and corporate social responsibility guidelines in accordance

with its basic corporate values, which describe how the Company

shall integrate its social considerations in its business. The guide-

lines are published on Arribatec’s website, www.arribatec.com. A

Corporate Social Responsibility Report is found in this annual report.

3. Equity and Dividend

Equity: The Company strives to maintain a healthy relation between

the Company’s equity and other forms of financing, given the

Company’s strategy and risk profile. The Board of Directors takes

immediate and appropriate action should the equity or liquidity situa-

tion of the Company prove to be below an acceptable level.

Dividend policy

Arribatec is growing fast, both organically and through M&A activities.

Both these avenues for growth require liquidity and availability of

sufficient funding as well as a healthy equity ratio. While the company

is in an expansion phase, the Board is not planning for regular divi-

dends to be paid to the shareholders. There has not been given, nor

proposed to give, a mandate to the Board of Directors to approve a

distribution of dividends.

Board authorizations

Authorisations to the Board of Directors to approve share capital

increases shall be confined to defined purposes and should not be

given for longer periods of time than until the next Ordinary General

Meeting. If an authorization encompasses several purposes, each

purpose should be treated as a separate issue at the General Meeting.

This also applies to authorizations permitting the repurchase of

shares. The ordinary General Meeting held on the 30 May 2022 gave

the Board of Directors authorization to increase the Company’s Share

Capital by up to NOK 95 886 400. The authorizations are valid until

the next ordinary general assembly, and no later than 30 August 2023.

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Corporate GovernanceCorporate Governance Corporate Governance

4. Equal treatment of shareholders and

transaction with related parties

Class of shares: The Company has one class of shares, without any

form of voting restriction imposed. Each share represents one vote at

the Company’s General Meeting. The par value per share is NOK 2.80.

Pre-emption rights of existing shareholders

The Company’s existing shareholders have pre-emption rights to

subscribe for shares in the event of share capital increase, unless

special circumstances necessitate a deviation from this principle. Any

decision to deviate from the pre-emption rights of existing share-

holders shall be justified and in accordance with the authorization

given to the Board of Directors from the General Meeting. The justifi-

cation shall be publicly disclosed in a stock exchange announcement

issued in connection with the increase in share capital.

Transactions with related parties

The Company’s board members, management and significant share-

holders are considered related parties. Any transactions with related

parties are carried out on an arm’s length basis. If the value of such

a transaction is significant, the Board of Directors is responsible

for assigning an independent third party to perform a valuation.

Alternatively, the transaction in question can be treated as an issue

at the General Meeting, in accordance with the Norwegian Public

Limited Liability Companies Act.

5. Shares and negotiability

The shares in the Company are freely transferable, and there are no

constraints in the Articles of Association preventing or contradicting this.

6. General meetings

The General Meeting is the main governing body of the Company.

The Board shall facilitate so that all shareholders are given the

opportunity to participate in General Meetings, and that the General

Meetings are an effective forum for the views of shareholders and the

Board of Directors.

Notification: No later than 21 days prior to the Annual General

Meeting (“AGM”), an invitation will be made available on the

Company’s website, www.arribatec.com. Supporting information on

resolutions to be considered, as well as the recommendations of

the Nomination Committee will be presented in due time before the

AGM. The Board of Directors seeks to ensure that all shareholders

are provided with sufficient information to form qualified views on the

matters discussed at the General Meeting. The Company’s Articles of

Association provide that the Company does not have to send docu-

ments relating to matters to be considered by the General Meeting

by mail to shareholders when these documents are made available on

the Company’s website. Any such documents shall, however, be sent

free of charge upon request from individual shareholders. Further, the

right to participate and vote at the Company´s General Meeting can

only be exercised for shares when the purchase of shares is listed

in the shareholder register no later than five workdays prior to the

General Meeting. Other than aforementioned, there are no provisions

in the Articles of Association regarding General Meetings in the

Company that deviates from the provisions of the Norwegian Public

Limited Companies Act. The AGM will be held no later than 30 June

each year. The AGM will be held in Oslo, unless otherwise is clearly

specified.

Participation by shareholders in absentia: Shareholders that are

unable to attend the General Meeting in person, are encouraged to

vote by proxy. In connection with any General Meeting, the Company

provides information on proxy voting, designates a person who will

be available to vote on behalf of the shareholders in question and

prepare a form for the appointment of a proxy.

Attendance, agenda and execution: Board members, the Nomination

Committee and the auditor are encouraged to attend the General

Meeting in person. The Company will make arrangements to ensure

that an independent chairman for the General Meeting can be

elected. The company will conduct General Meetings by way of web

meetings if the situation requires it.

7. Nomination Committee

Requirements for the Company’s Nomination Committee are outlined

in the Articles of Association, §6. According to the Company’s Articles

of Association, the Company shall have a Nomination Committee

consisting of 2-5 members by the further decision of the General

Meeting. Pursuant to the guidelines for the Nomination Committee,

the Nomination Committee shall, inter alia, assess the need for

change in the Board of Directors, propose candidates for election to

the Board of Directors, and propose remuneration to be paid to such

members. The Nomination Committee is responsible for assessing the

need for change in the Board of Directors, proposing, in consultation

with relevant shareholders, candidates for election to the Board

of Directors, and proposing the remuneration to be paid to such

members.

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8. The Board of Directors – composition and independence

According to the Articles of Association, the Board of Directors should

consist of three to seven members, chosen by the General Meeting.

The Chairman of the Board is elected by the General Meeting. The

composition of the Board shall ensure that the Board can attend to

the common interests of all shareholders and meet the Company’s

need for expertise, capacity, and diversity. It is of great importance to

the Company that the board members have the relevant competen-

cies to independently evaluate the cases presented to them by the

executive management, as well as to monitor the daily operations of

the Company.

The term of office for members of the Board of Directors shall not

be longer than two years at the time. Members of the Board of

Directors may be re-elected. The Company’s Board of Directors shall

normally not include members of the executive management team.

The Company strives to apply NUES’ criteria to evaluate whether a

director can be considered independent. The Board should have a

composition that enables it to attend to the common interests of all

shareholders and operate independently of special interests. Any

deviation from the independence principle will be properly explained

by the Company. Any director experiencing a change in his or her

ability to act independently is obligated to notify the Chairman of the

Board. At least two of the shareholder-elected board members shall

be independent of the Company’s main shareholders.

The Board of Directors held eleven meetings in 2022.

9. The Board of Directors – work and instructions

The formal responsibilities of the Board of Directors are mandated by

Norwegian law. The fundamental responsibility of the directors is to

oversee day-to-day management and evaluate strategy, to exercise

their business judgment acting in what they reasonably believe to

be the best interests of the Company and its shareholders. The

Board of Directors is also to oversee such matters as are required

by statutory law, the Company’s Articles of Association, policies,

instructions and procedures as well as resolutions or the resolutions

of the General Meeting. It is the duty of the Board of Directors to

monitor management’s performance to ensure that the Company

operates in an effective and ethical manner, focused on creating

value for the Company’s shareholders. The Board of Directors also

evaluates the Company’s overall strategy and evaluates performance

against the management’s operating plan. The Board of Directors is

responsible for supervising strategic, financial and execution risks, as

well as exposures associated with the Company’s business strategy,

products- and services innovation and sales road map, policy

matters, significant litigation and regulatory exposures, and other

current matters that may present a material risk to the Company’s

financial performance, operations, infrastructure, plans, prospects

or reputation, acquisitions, and divestitures. Furthermore, the Board

of Directors shall control the ongoing activities of the Company

in a satisfactory manner. Instructions for the Board of Directors:

The Board of Directors shall issue instructions for its own work as

well as for the executive personnel with emphasis on clear internal

allocation of responsibilities and duties. In order to ensure a more

independent consideration of matters of a material character in which

the Chairman of the Board is, or has been, personally involved, the

Board’s consideration of such matters shall be chaired by some other

members of the Board.

Audit Committee: The audit committee’s main responsibilities are to

ensure the integrity of the Group’s financial reporting, to supervise the

Group’s internal control and risk management system, to ensure the

auditor’s independence, to inform the Board of the results of the stat-

utory audit, and to ensure that the annual accounts give a fair picture

of the Group’s financial results and financial condition in accordance

with generally accepted accounting principles. The audit committee

works as the Board’s risk committee, reviews the procedures for risk

management, and assesses the risks and financial controls related

to the Group’s business activities. The audit committee ensures that

the company has a sufficient focus on ESG to contribute to sustain-

able development and appropriate risk management to minimize the

negative impact of the operations. The audit committee also receives

reports on the work of the external auditor and the results of the

audits.

As of 31 December 2022, the audit committee consisted of the

following members:

• Martin Nes (Chair)

• Henrik Lie-Nielsen

• Kristin Hellebust

The audit committee held five meetings in 2022.

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Corporate GovernanceCorporate Governance Corporate Governance

Instructions for the CEO: Executive management and Board of

Directors’ responsibilities are clearly segregated. The CEO shall follow

the guidelines and instructions issued by the Board of Directors. The

CEO is responsible for the day-to-day management of the Company

pursuant to section 6-14 of the Norwegian Public Limited Companies

Act. The CEO represents the Company externally in matters that form

part of day-to-day management. The day-to-day management does

not cover matters of extraordinary nature or of major importance.

However, the CEO is authorized to decide on matters of extraordinary

nature or of major importance in cases where the decisions of the

Board of Directors cannot be awaited without serious detriment to the

Company. The Board of Directors shall be notified of the decision as

soon as possible.

Financial reporting: The Board of Directors is responsible for ensuring

the integrity of financial information. The Board evaluates the integ-

rity of the Company’s accounting and financial reporting systems,

including the audit of the Company’s annual financial statements by

the independent auditor, and that there are appropriate systems of

internal control in place. The main purpose of risk management and

internal control is to provide reasonable assurance that the group will

achieve:

• Compliance with legislation and regulations, as well as internal

guidelines

• Quality and efficiency within internal operations

• Reliable internal and external reporting quarterly and annual

financial reports are reviewed and approved at board meetings

and form the basis for external financial reporting. Upon the

presentation of year-end financial statements, the CEO and the

CFO declare that the accounts have been prepared in accordance

with generally accepted accounting principles, and that to the best

of their knowledge, all information is accurate, and no material

information has been omitted. The Company uses an external

accounting agency for all Group companies.

Disqualification: The CEO or a member of the board may not partici-

pate in the discussion on Board issues that are of special financial or

personal interest to the individual in question.

10. Risk management and internal control

The Board of Directors performs an annual audit of the main risks and

internal control routines of the Company. The audit shall encompass

the issues that have been brought to the Board of Directors’ attention

throughout the year. The routines for internal control shall encompass

the Company’s adherence to its values, and its guidelines on ethics

and corporate social responsibility.

11. Remuneration of the Board of Directors

The Ordinary General Meeting approves the remuneration paid to

the Board of Directors. The Nomination Committee is responsible for

issuing a proposal on the remuneration terms to the AGM.

12. Remuneration of executive management

In accordance with the Norwegian Public Limited Liability Companies

Act, the Board of Directors establishes guidelines for the remu-

neration of the executive management team. These guidelines are

presented to the General Meeting through a statement on remuner-

ation for executive management. The statement is presented for an

advisory vote, which is subject to the General Meeting’s approval. The

Company’s general principle for management remuneration is to offer

competitive terms, to attract and retain the competence it needs.

13. Information and communication

Regular information to the Company’s shareholders and the market

is provided through the annual report, quarterly reports, and open

presentations. All reports and notices are issued and distributed

according to the rules and regulations of the Oslo Stock Exchange.

Insider information is treated in accordance with Norwegian law.

Shareholder information, including the financial calendar, is available

on www.arribatec.com. The Company’s CEO and CFO is responsible

for investor relations. The Company has established procedures

for discussions with shareholders other than at Ordinary General

Meetings. All information distributed to the Company’s shareholders is

published on the Company’s website at the same time as it is sent to

shareholders.

14. Take-overs

There are no defense mechanisms against take-over bids in the

Company’s Articles of Association or in any underlying governance

document. In corporate takeovers or restructuring situations, the

Board shall exercise due and proper care so that all shareholder

values and interests are preserved. The Board of Directors will ensure

that the shareholders are given enough information and time to

form a view of the offer in a bid situation. The Board of Directors will

handle take-over bids in accordance with Norwegian laws and regu-

lations. Furthermore, the Board of Directors will seek to comply with

the recommendations set out in the NUES, including arranging for a

valuation from an independent expert and making a recommendation

as to whether the shareholders should accept the bid. Other than the

guidelines described above, the Board of Directors has not found it

appropriate to establish any other written explicit principles for how it

will act in the event of a take-over bid.

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Corporate GovernanceCorporate Governance Corporate Governance

15. Auditor

The external auditor is elected by the General Meeting. The auditor

is fully independent of the Company. BDO is the Company’s auditor.

Each year the auditor presents the Board of Directors with a plan for

the implementation of the audit, and a written confirmation that the

auditor satisfies established requirements pertaining to independence

and objectivity. The auditor participates in the Audit Committee’s

meetings. The auditor provides the Audit Committee and the Board

with its perspectives on the annual statement and informs them of

any disagreements between the auditor and the executive manage-

ment. The Board of Directors also has contact with the auditor when

required outside the situations mentioned above. At least once a

year, the auditor attends a meeting with the Board of Directors in

which no representatives from the Company’s executive management

will be present. During 2022, the auditor attended 1 board meeting

and 5 Audit Committee meetings. The auditor is present at the

General Meeting, where the Board of Directors also informs about

the compensation for the auditory work required by law and remu-

neration associated with other assignments. Information on the fees

paid to the auditor in 2022, including a breakdown between statutory

auditing and other assistance/service is presented in notes to the

consolidated financial statements. In connection with the auditor’s

presentation to the Board of Directors of the annual work plan, the

Board of Directors considers if the auditor to a satisfactory degree

also carries out a control function.

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Corporate GovernanceCorporate Governance Corporate Governance

| APMs, terms and abbreviations ^

NOK thousand 2022 2021

EBITDA (34 107) (6 800)

M&A cost 0 1 959

Restructuring cost 3 779 3 240

Bad debt in relation to discont. product 1 048 0

Sale of intangible asset (IP) 4 190 0

Adjusted EBITDA (25 090) (1 601)

Revenue 504 968 413 938

EBITDA (34 107) (6 800)

EBITDA margin (6.8%) (1.6%)

Adjusted EBITDA (25 090) (1 601)

Adjusted EBITDA margin (5.0%) (0.4%)

Accrual for ECL Russia, reversed in September

APM cost is considered as one-time and not part of the ongoing business and are therefore adjusted to

show an EBITDA mirroring the underlying business.

M&A cost are related to acquisition of subsidiaries, restructuring cost is related to the restructuring of BA

Marine, bad debt in relation to discontinued product in BA Business Services and Sale of intangible asset is

related to loss on sale of IP in BA Marine.

KPI/APM definition

KPI/APM Definition

Gross profit Operating revenue less materials, software and services

EBITDA Earnings before Interest, Tax, Depreciation and Amortization

EBITDA margin EBITDA as a percentage of Total income

Equity ratio Equity as a percentage of total assets

Adjusted EBITDA EBITDA, adjusted for calculated reverse take-over cost, restructuring cost, direct

M&A cost and other one-time effects

Adjusted EBITDA

margin

EBITDA margin, adjusted for calculated reverse take-over cost, restructuring cost,

direct M&A cost and other one-time effects

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APMs, terms and abbreviationsAPMs, terms and abbreviations APMs, terms and abbreviations

Terms and abbreviations

APAC Asia/Pacific

BA Business Area

BizS BA Business Services

BoD Board of Directors

CGU Cash Generating Unit

Cloud BA Cloud

DKK Danish Krone

EA-BPM BA Enterprise Architecture & Business Process

Management

EBIT Operating profit, Earning before Interest and Tax

EBITDA Earnings Before Interest, Tax, Depreciation and

Amortization

ECL Estimated Credit Losses

EPS Earnings Per Share

EUR Euro

FTE Full Time Equivalent

Hspt BA Hospitality

IFRS International Financial Reporting Standards

Marine BA Marine

M&A Mergers and Acquisitions

NOK Norwegian Krone

Opex Operating expenses

RR Recurring revenue, derived from sale of services and

solutions through subscription models this reporting

period

RTO Reverse take over

SEK Swedish Krone

Saas Software as a service

Solaas Solution as a service

USD US dollar

VIU Value in Use

WACC Weighted Average Cost of Capital

WAEP Weighted Average Exercise Price

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APMs, terms and abbreviationsAPMs, terms and abbreviations APMs, terms and abbreviations

artbox.no

Arribatec is a global supplier of

digital business solutions that

help our customers achieve

competitive advantage through

innovative use of IT.

+47 4000 3355

[email protected]

Arribatec Group ASA

Lørenfaret 1D

N-0585 Oslo

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