B2Holding ASA Annual report 2022
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B2Holding ASA Annual report 2022
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Contents
03 ___________ This is
B2Holding
06 ___________ Message from the CEO
08 ___________ The share
12 ____________ Risk management
24 ___________ Sustainability report
45 ___________ Corporate governance
54 ___________ Directors’ report
66 ___________ Board of Directors
68 ___________ Financial statements
139 _________ Responsibility statement
140_________ Auditor’s report
145 _________ Alternative performance measures
Photo, front page: Taneli Lahtinen, Unsplash
Design: Uniform
B2Holding ASA Annual report 2022
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Key Figures
Estimated Remaining Collections (ERC)*
Sum of all future periods gross expected
cash flow
20,248 NOKm
8.5
Million claims*
177,782 NOKm
Face value of acquired portfolios*
Unpaid balances plus accrued interest
and fees
1,885
FTEs
Number of employees converted to
full-time posts
Key Financial Figures
(NOK million) 2021
Total operating revenues
Operating profit (EBIT)
Profit/(loss) after tax
Net interest bearing debt
Total assets
Equity ratio
Basic earnings per share (EPS)
3,155
1,308
573
9,067
15,315
33 %
1.40
Book value of portfolios (NOKm)
2020 2021 2022
13,033 10,921 11,181
Gross collections* (NOKm)
2020 2021 2022
5,659 5,435 4,936
Cash EBITDA** (NOKm)
2020 2021
2022
3,664 3,779 3,996
*Including the Group’s share of portfolios purchased and held in joint ventures.
**Cash EBITDA 2020 is restated to exclude non-recurring items
2022
3,477
1,029
326
9,042
16,500
32 %
0.82
B2Holding ASA Annual report 2022
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This is B2Holding
Estimated Remaining
Collections (ERC)
Revenue split Gender distribution
A PROFESSIONAL AND RELIABLE DEBT SPECIALIST
B2Holding is a leading pan-European debt investor and
servicer. Our vision is to become the leading trusted partner
that actively re-shapes the credit management industry.
Through our business solutions we contribute to handling
society’s debt problems, bridging the gap that defaulted debt
represents in the credit chain. Our business is about people and
creating shared value for business and society. Being
a socially responsible creditor and a trusted solution provider
for our partners are fundamental in our way of doing business.
Unsecured 82 %
Secured 18 %
NPL portfolio income, total 65 %
Profit from shares and 3 %
participation loan/notes
in associated companies
and joint ventures
Revenue from sale of
collateral assets 17 %
Other operating revenues 15 %
Male 37 %
Female 63 %
B2Holding ASA Annual report 2022
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Secured market
Unsecured market
Oslo and Luxembourg office
BUSINESS LINES
The main business lines are Unsecured and Secured Asset
Management. The countries are allocated according to their
dominant ERC asset class and expected market potential.
Unsecured markets:
Norway, Sweden, Denmark, Finland, Estonia, Latvia,
Lithuania, Poland, Spain, Czech Republic, Hungary
Secured markets:
Italy, France, Romania, Greece, Cyprus, Slovenia, Croatia,
Serbia, Bosnia and Herzegovina, Montenegro
OFFICES
• Norway, Head office in Oslo
• Luxembourg, Investment office and portfolio owner
This is B2Holding
B2Holding ASA Annual report 2022
B2Holding ASA Annual report 2022
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Last year, our focus was to return to normal life after the pan-
demic, but the idea of “normal life” was short-lived. 2022 has
been a year where Europe has been ridden by the atrocious
war in Ukraine. First and foremost, our thoughts go to all the
people in Ukraine who are directly affected by war. We are
present in countries bordering Ukraine, and it is heart-warming
to see that several of our employees have personally provided
help and shelter to Ukrainian refugees. As a result of the war
in Ukraine, we have seen rising prices for key consumer
products such as energy and food. This has further fuelled
the inflationary pressure created by years with generous
fiscal policies and low interest rates.
Despite a challenging macro environment, B2Holding
has shown strong performance throughout the year with
unsecured collection, secured recoveries and REO sales all
performing above targets. We delivered overperformance
in each of the quarters in 2022, and REO sales were almost
double what was initially guided by the end of the year. We
ended the year with our best Cash EBITDA ever, and the
cash generation in our business is strong, enabling us to
focus on growth once again.
In addition to the restructuring, our focus in 2022 has
been to further develop our business. Key focus areas are
to increase strategic and operational alignment in the Group
and to create a more unified culture. We will focus on targeted
growth, and key to this will be acquiring the right portfolios
and the right volumes. We will continue our efforts to drive
efficiency and effectiveness through improvements and
Restructured, Deleveraged,
and Returning to Growth
2022 was a transitional year where we devoted considerable effort to
restructuring operations in the countries where we have secured assets.
We have separated asset ownership from servicing and created a new
cross-border master servicer, Veraltis Asset Management. In 2020 and
2021, we invested less, and we reduced our debt by around 30% in the
same period, resulting in one of the lowest leverage ratios in the industry.
With the restructuring and deleveraging now behind us, we are turning
our focus to profitable growth.
Message from the CEO
We have focused on
deleveraging and strength-
ening our balance sheet to
be well prepared for what we
believe will be an improved
market going forward.
B2Holding ASA Annual report 2022
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Message from the CEO
harmonisation in operations and IT, further use of data
and analytics and delivering portfolio performance through
improved underwriting. We have achieved a lot so far, but
there is room for further improvements. With further digital-
isation and new use of data and analytics, we see additional
potential for improved efficiency and effectiveness in several
of our markets. Utilising scalability in our core markets is
also an important element in this strategy.
We continued our focus on sustainability in 2022. To
demonstrate our commitment, we measure our ESG initia-
tives and ensure a transparent, accountable sustainability
reporting. In our annual report from 2021, we highlighted
our responsibility in the social pillar. It is encouraging to see
that our efforts have been recognised by external experts,
resulting in a significant improvement in our ESG ratings.
The Sustainalytics rating published in December 2022, placed
us once again among the top one per cent of rated companies
globally and at the top of our industry. We have also improved
our Position Green ESG rating from C to B, which is a rating
of the 100 largest companies on the Oslo Børs. This commits
us and encourages us to continue our sustainability efforts.
Within portfolio acquisitions, we saw a significant increase
in the activity level in 2022. Even as we maintained a disci-
plined approach to new investments, we still acquired more
than twice the volume in 2022 compared to the previous
year when including the portfolios signed in late December.
Current performance on our most recent portfolio purchases
shows that we have succeeded with our strategy. Going for-
ward, we will maintain the same approach, and with a softer
competitive climate in many of our markets due to higher
cost of funding, we are optimistic in terms of new volumes
to be acquired in 2023.
OUTLOOK
Going into 2023, we anticipate a market with shifting dynamics.
Many industry players have indicated an increased focus
on capital and price discipline, and we expect that portfolio
prices will decrease to offset higher funding costs. It may
take some time for the market to adapt to these changes, and
portfolio sellers may delay transactions as a result. However,
we do believe that pressure on capital requirements will result
in NPL volumes coming to market and that new equilibriums
will be reached. B2Holding has a strong balance sheet with
one of the lowest leverage ratios in the industry. Through
the recent bond and tap issue we have also extended our
loan maturity profile, and we are well positioned to be an
active player in the market going forward. Even though
our focus will remain on capital discipline and a selective
approach, we expect to grow our ERC this year. We are
closely monitoring the macroeconomic development in our
markets, and inflationary pressure will be a key factor also
in 2023.
Finally, I would like to express my gratitude to all our
employees who have once again demonstrated their dedica-
tion through hard work, contributing to our strong results.
The complex restructuring was demanding for the organisation,
and I am grateful for the enormous effort shown by all those
involved. I would also like to thank our shareholders, bond-
holders, and other stakeholders for their continued trust in us.
Despite challenging times, we are optimistic about 2023, and
our focus remains on maintaining our solid performance and
delivering strong cash flow in the future.
Oslo, 27 April 2023
Erik J. Johnsen
Chief Executive Officer
B2Holding ASA Annual report 2022
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The share
01
B2Holding ASA Annual report 2022
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SHARE DATA
Based on the last trade on 30 December 2022, which was
at NOK 7.86, B2Holding’s market capitalisation was NOK
3,155 million as of the same date. The highest closing price
quoted during the year was NOK 10.60 on 3 January 2022,
and the lowest closing price was NOK 7.01 on 12 October
2022. During 254 trading days in 2022, a total of 126,983,994
volume of the B2Holding ASA shares on Oslo Børs in 2022
was 499,937, equivalent to 0.12% of the total number shares.
SHARE CAPITAL
At year-end 2022, B2Holding’s share capital amounted to
NOK 40 million, divided among 401,364,824 shares and
corresponding to a nominal value of NOK 0.10 per share.
There is one class of shares, and all shares are treated equally.
The shares are freely negotiable and with equal rights to vote
and equal entitlement to B2Holding’s profit and dividend.
OWNERSHIP STRUCTURE
The number of shareholders was 4,884 per year-end 2022,
a 9.35% decrease from 5,388 at year-end 2021. According
to the shareholder register maintained by the Norwegian
Central Securities Depository (VPS), 95.36% of B2Holding’s
shares are owned by Nordic investors.
DIVIDEND AND SHARE BUY-BACK
The Dividend Policy aims for shareholder returns of 50%
of the company’s adjusted net profit (both in cash and in
distribution in kind as share buy-back programmes of
treasury shares). The Board of Directors (“the Board”)
considers applicable legal restrictions, capital expenditure
requirements, the financial conditions, general business
conditions and contractual obligations when assessing the
company’s ability to pay dividends.
During the first share buy-back programme initiated on
8November 2021 and concluded on 31 March 2022, 8,767,774
shares were bought back at an average price of NOK 9.90
per share. The share capital reduction was effective as of
28 July 2022.
To further reduce the capital of the company, a second
share buy-back programme was initiated on 27 May 2022
and further extended on 9 November 2022. During the
programme, 14,184,000 shares were bought back at an
average price of NOK 8.31 per share, corresponding to
3.53% of the outstanding shares and decreasing the equity
attributable to parent company shareholders by NOK 118
million. The share buy-back programme was completed
in December 2022 and the Board proposed to the Annual
General Meeting 2023 to decrease the parent company’s
share capital and other paid in capital by cancellation of
its 14,184,000 treasury shares acquired under the share
buy-back programme.
For the financial year 2022, the Board proposed to the
Annual General Meeting a cash dividend of NOK 77 million
equivalent to NOK 0.20 per share, and a share buy-back
programme of NOK 161 million equivalent to NOK 0.42
per share. Based on the last price paid on 30 December
2022 (NOK 7.86), the proposed cash dividend represents
a dividend yield of 2.5%.
The share
B2Holding’s objective is to create long-term sustainable
value for its owners, through competitive return in the
form of dividend, share buy-back programmes and
increases in the share price over time.
B2Holding ASA Annual report 2022
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The share
B2Holding ASA Annual report 2022
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The share
Ownership structure per 31.12.2022
Size class No of shares Capital/votes % No of owners Owners %
1 - 1,000 815,758 0.2 2,197 45.0
1,001 – 10,000 7,026,511 1.8 1,818 37.2
10,001 – 100,000 21,706,683 5.4 652 13.3
100,001 – 1,000,000 48,658,616 12.1 166 3.4
1,000,001 – 5,000,000 77,899,502 19.4 37 0.8
5,000,001 – 10,000,000 49,280,436 12.3 7 0.1
10,000,001 – 53,000,000 195,977,318 48.8 7 0.1
Total 401,364,824 100.0 4,884 100.0
Geographical distribution of shareholders per 31.12.2022
%
Norway 80.28
Sweden 14.36
United States 1.66
Ireland 1.24
United Kingdom 0.95
Finland 0.54
Luxembourg 0.26
Switzerland 0.20
Denmark 0.19
Others 0.33
Total 100.00
20 largest shareholders per 31.12.2022
% of total share Investor
13.18 PRIORITET GROUP AB
12.80 RASMUSSENGRUPPEN AS
1)
6.60 STENSHAGEN INVEST AS
6.48 VALSET INVEST AS
5.29 DNB MARKETS AKJSEHANDEL/-ANALYSE
3.53 B2HOLDING ASA
3.01 SKANDINAVISKA ENSKILDA BANKEN AB
2.13 VERDIPAPIRFONDET ALFRED BERG GAMBAK
2.04 DUNKER AS
2.04 RUNE BENTSEN AS
1.79 VERDIPAPIRFONDET STOREBRAND NORGE
1.53 VERDIPAPIRFONDET DNB NORGE
1.45 GREENWAY AS
1.29 VPF DNB AM NORSKE AKSJER
1.08 VERDIPAPIRFONDET ALFRED BERG NORGE
1.01 VERDIPAPIRFONDET ALFRED BERG AKTIV
0.87 LIN AS
0.75 F2KAPITAL AS
0.72 VERDIPAPIRFONDET ALFRED BERG NORGE
0.71 RANASTONGJI AS
31.68 OTHER
100.00 TOTAL
1) Total shareholdings of Rasmussengruppen AS includes shareholdings of its fully owned subsidiaries Portia AS,
Cressida AS and Viola AS
B2Holding ASA Annual report 2022
Risk management
02
B2Holding ASA Annual report 2022
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Risk management
B2Holding ASA (“B2Holding”) is the parent company of
the consolidated group of entities owned by B2Holding,
described as “the Group”. The Risk management report
is an integral part of the Directors’ report.
B2Holding continued to focus on risk management
throughout 2022 by strengthening the Risk function adding
additional resources, launching a centralised Valuation Tool
and integrating independent centralised asset valuations as
part of the Risk function. The Enterprise Risk Management
framework has been implemented across all the Group’s
central functions and continues roll out across jurisdictions.
This facilitates analysis and monitoring of significant risks and
enables the Group management at all levels to identifyand
quantify the risk factors that may negatively affect the Group’s
profitability and sustainability. At the same time, it strengthens
internal controls and governance across the Group.
B2HOLDING RISK MANAGEMENT FRAMEWORK
B2Holding is implementing risk management principles
based on the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) Enterprise Risk Management
(ERM) framework with the overriding objective to achieve
improved governance, drive operational excellence and
achieve enhanced value for all stakeholders.
The components and principles of the COSO ERM frame-
work that B2Holding is actively embedding across the Group
are transforming the business into a risk aware organisation.
A Focused Framework
Enterprise Risk Management—Integrating with Strategy and Performance clarifies the
importance of enterprise risk management in strategic planning and embedding it throughout
an organization—because risk influences and aligns strategy and performance across all
departments and functions.
The Framework itself is a set of principles organized into five interrelated components:
1. Governance and Culture: Governance sets the organization’s tone, reinforcing the
importance of, and establishing oversight responsibilities for, enterprise risk manage-
ment. Culture pertains to ethical values, desired behaviors, and understanding of risk
in the entity.
2. Strategy and Objective-Setting: Enterprise risk management, strategy, and
objective-setting work together in the strategic-planning process. A risk appetite is
established and aligned with strategy; business objectives put strategy into practice
while serving as a basis for identifying, assessing, and responding to risk.
3. Performance: Risks that may impact the achievement of strategy and business
objectives need to be identified and assessed. Risks are prioritized by severity in
the context of risk appetite. The organization then selects risk responses and takes
a portfolio view of the amount of risk it has assumed. The results of this process are
reported to key risk stakeholders.
4. Review and Revision: By reviewing entity performance, an organization can con-
sider how well the enterprise risk management components are functioning over time
and in light of substantial changes, and what revisions are needed.
5. Information, Communication, and Reporting: Enterprise risk management
requires a continual process of obtaining and sharing necessary information,
from both internal and external sources, which flows up, down, and across the
organization.
ENHANCED
VALUE
MISSION,VISION,
& CORE VALUES
BUSINESS
OBJECTIVE
FORMULATION
STRATEGY
DEVELOPMENT
IMPLEMENTATION
& PERFORMANCE
ENTERPRISE RISK MANAGEMENT
Review
& Revision
Information,
Communication,
& Reporting
PerformanceStrategy &
Objective-Setting
Governance
& Culture
Enterprise Risk Management | Integrating with Strategy and Performance
June 2017
6
The five components in the updated Framework are supported by a set of principles.
4
These princi-
ples cover everything from governance to monitoring. They’re manageable in size, and they describe
practices that can be applied in different ways for different organizations regardless of size, type,
or sector. Adhering to these principles can provide management and the board with a reasonable
expectation that the organization understands and strives to manage the risks associated with its
strategy and business objectives.
Looking into the Future
There is no doubt that organizations will continue to face a future full of volatility, complexity, and
ambiguity. Enterprise risk management will be an important part of how an organization manages
and prospers through these times. Regardless of the type and size of an entity, strategies need
to stay true to their mission. And all entities need to exhibit traits that drive an effective response
to change, including agile decision-making, the ability to respond in a cohesive manner, and the
adaptive capacity to pivot and reposition while maintaining high levels of trust among stakeholders.
As we look into the future, there are several trends that will have an effect on enterprise risk
management. Just four of these are:
• Dealing with the proliferation of data: As more and more data becomes available and the
speed at which new data can be analyzed increases, enterprise risk management will
need to adapt. The data will come from both inside and outside the entity, and it will be
structured in new ways. Advanced analytics and data visualization tools will evolve and be
very helpful in understanding risk and its impact—both positive and negative.
• Leveraging artificial intelligence and automation: Many people feel that we have entered
the era of automated processes and artificial intelligence. Regardless of individual beliefs,
it is important for enterprise risk management practices to consider the impact of these
and future technologies, and leverage their capabilities. Previously unrecognizable
relationships, trends and patterns can be uncovered, providing a rich source of information
critical to managing risk.
• Managing the cost of risk management: A frequent concern expressed by many business
executives is the cost of risk management, compliance processes, and control activities
in comparison to the value gained. As enterprise risk management practices evolve, it will
become important that activities spanning risk, compliance, control, and even governance
be efficiently coordinated to provide maximum benefit to the organization. This may
represent one of the best opportunities for enterprise risk management to redefine its
importance to the organization.
......................................................................................................
4
A fuller description of these twenty principles is provided at the end of this document.
Review
& Revision
Information,
Communication,
& Reporting
PerformanceStrategy &
Objective-Setting
Governance
& Culture
1. Exercises Board Risk
Oversight
2. Establishes Operating
Structures
3. Defines Desired Culture
4. Demonstrates
Commitment
to Core Values
5. Attracts, Develops,
and Retains Capable
Individuals
6. Analyzes Business
Context
7. Defines Risk Appetite
8. Evaluates Alternative
Strategies
9. Formulates Business
Objectives
10. Identifies Risk
11. Assesses Severity
of Risk
12. Prioritizes Risks
13. Implements Risk
Responses
14. Develops Portfolio
View
15. Assesses Substantial
Change
16. Reviews Risk and
Performance
17. Pursues Improvement
in Enterprise Risk
Management
18. Leverages Information
and Technology
19. Communicates Risk
Information
20. Reports on Risk,
Culture, and
Performance
Executive Summary
June 2017
7
Source: COSO Enterprise Risk Management Framework
B2Holding’s approach to risk management is to proactively
manage risks in order to ensure sustainable profits and
value generation for all the company’s stakeholders.
B2Holding ASA Annual report 2022
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Risk management
At B2Holding, the risk framework is underpinned by key
principles which define internal expectations on risk manage-
ment with all employees expected to apply these principles in
their daily work, promoting risk ownership and management
where it arises. Risk management principles are grouped into
categories as follows:
The risk governance structure is overseen by the Board
of Directors (“the Board”) through the Audit Committee,
owned by the CEO and headed by the Chief Risk Officer
with appointed risk managers from local entities.
The Group Risk function works with local risk managers
and central functions to correctly identify and assess risks,
challenge risk assessments and act as a consultant to support
a clear and transparent risk mapping process.
FUNCTIONAL DESCRIPTION OF EFFECTIVE RISK
MANAGEMENT AND CONTROL
The business operations as risk owners, the Risk and Compli-
ance functions and the Internal Auditor are the key actors of
risk control framework of the B2Holding Group.
1. The first function comprises the business operations
responsible for the risks they take. This entails responsi-
bility for daily risk management and compliance with
Group’s internal policies and external regulations.
2. The second function comprises the Risk and Compliance
functions responsible for independent risk monitoring,
management support and control.
3. The third function comprises the Internal Auditor
which ensures proper functioning of the first and second
functions.
During 2022, Group continued to strengthen its internal
governance with a significant internal restructuring, resulting
in establishing of a separate fully owned subsidiary Veraltis
Asset Management. In parallel, the Group implemented a
securitisation funding structure for the secured back book
in partnership with PIMCO. The Group also adopted a
new three-year strategy plan. This has resulted in a better
structure for the Group, increased governance oversight and
enables the company to benefit from synergies across its
footprint and provide growth in a controlled manner.
The work to strengthen the Group’s risk governance model
will continue in 2023, with new guidelines, processes and
policies covering a broader range of the business.
RISK STRATEGY AND APPETITE
The Group’s core business is to generate profitable returns
through controlled exposure to credit risks in the form of
acquiring and managing non-performing loans. Therefore,
the Group actively pursues this type of risk which inherently
carries the highest potential impact on the income statement
and balance sheet. As such, there is an increased central focus
on this area of risk, with particular emphasis and oversight
on the portfolios acquisition process, embedding independent
central portfolio valuations, performance management and
improved reporting.
Risks such as liquidity, operational and market risk should
be minimised but balanced, as far as it is economically justifi-
able, following internal policies and guidelines. Other types of
risk such as management, regulatory and reputational risk are
addressed through the Group’s governance and compliance
policies.
Dimension Definition Principle and Objectives
1. Strategic Risks linked with the overall business plan, organi-
sational structure, culture, investments, and macro
and political environment.
Build a strong vision, strategy and product offering
that enables the Group to grow profitably aligned
with its strategic objectives. Lead by example,
create a culture that promotes loyal and ethical
behaviour aligned with company values and stake-
holders’ expectations.
2. Financial Risks linked to financial losses, impacting the overall
financial results, including liquidity, currency and
interest rates, credit, and tax.
Build a strong, transparent, and auditable financial
position that enables the Group to plan and
optimise its financial resources, meet financial
obligations, and grow profitably.
3. Operations Risks linked with failed internal processes and
procedures, people’s actions, systems or from
external events including legal and compliance.
Deliver exceptional service that meets and exceeds
targeted operational expectations. Create operation-
al efficiencies, build company resiliency, auditability,
transparency, and processes optimisation.
B2Holding ASA Annual report 2022
15
Risk management
PRINCIPAL RISKS
Principal risks are identified through the Group-wide risk
framework or through incidents raised. All material risks
raised are discussed at executive management meetings with
mitigating actions defined and implemented, and with improve-
ments actively monitored by the Group Risk function.
The risks are grouped into three broad categories: strategic,
financial and operations. The tables below summarise the key
risks and mitigants B2Holding is exposed to. Environmental,
Social and Governance (ESG) risks are addressed in the
Sustainability report which constitute an integrated part
of the Directors’ report.
Strategic Risks - Risks linked with the overall business plan, organisational structure,
culture, competition and macro and political environment.
Management risk Description:
B2Holding operates in multiple countries with different competitive and regulatory landscapes and
historically operated a decentralised model. This may give rise to different types of risks as local
entities have different operating models and different levels of maturity.
Mitigation:
A more centralised operating model strengthening Group level functions and oversight is under way.
In 2022, the Group continued to strengthen its internal governance with a significant internal restructuring,
resulting in establishing of a separate fully owned subsidiary Veraltis Asset Management, specialising on
master servicing and management of the secured assets for the Group, operating under a fully centralised
model.
In parallel, the Group implemented a securitisation funding structure for the secured back book in
partnership with PIMCO. The Group also adopted a new three-year strategy plan.
This has resulted in a better structure for the Group, increased governance oversight and enables the
company to benefit from synergies across its footprint and provide growth in a controlled manner.
Investment risk Description:
B2Holding invests in NPL portfolios and then tries to make a profit from these investments by assuming all
rights and risks arising from these transactions.
Regarding investment volumes, there is a risk the company may not be able to invest sufficient volumes to
replenish assets as they are collected which in turn may lead to lower operational utilisation and reduced
financial performance.
The Group needs access to a pipeline of NPLs that it can invest in at rates of return that are attractive to
the Group. The risk of increased competition in purchasing NPL portfolios, pricing pressure and lower returns
accepted by competitors may adversely affect operations and profitability.
The risk on this type of business is that losses may be incurred by over-estimating collections or the timing
of them, or by under-estimating the costs to collect.
Therefore, it is crucial for the Group’s business to achieve an overall rate of collections above that reflected
in the prices paid.
While B2Holding believes that the recoveries on the Group’s loan portfolios will be more than the amount
paid, amounts recovered may be less than targeted.
B2Holding ASA Annual report 2022
16
Investment risk
(continued)
Mitigation:
B2Holding buys NPL portfolios at discounted prices and therefore the risk is partially mitigated through
pricing and expected returns. Furthermore, the Group’s assets are diversified both in terms of asset classes
(secured, unsecured) and geographical location across more than 20 countries.
Access to NPLs is dependent on supply (banks and credit institutions wanting/having to sell), reputation
(license to operate, i.e., wanting to sell to B2Holding), and pricing being attractive to B2Holding (competi-
tiveness, risk appetite, WACC etc.). To be competitive, the Group focuses on efficiency and effectiveness,
scalability and operational synergies.
The Group competes for opportunities across secured and unsecured asset classes in more than 20 countries
and is able to dynamically allocate capital between the various markets to optimise the overall risk and
return for the Group. The Group does not have rigid internal investment targets, but rather evaluates each
transaction based on individual merit and the overall fit with the broader investment portfolio of B2Holding.
The company closely manages the pipeline of available opportunities to identify transaction opportunities
that are aligned to the operating capabilities and the investment appetite of the Group and where the com-
pany has a reasonable chance of securing the transactions in competition with other prospective buyers.
The company actively manages the sourcing and allocation of capital in line with financial guidelines and the
investment priorities of the Group, to ensure the Group is adequately capitaised to participate in the target-
ed investment opportunities.
All acquisitions are subjected to Group transaction oversight and careful evaluation of portfolio characteris-
tics to predict future net collections. During 2022, Group oversight was improved by reinforcing the Risk func-
tion, by improving central processes and by the introduction of independent reviews and shadow valuations.
B2Holding actively works to reduce underwriting risk through continuous improvements in processes, tools,
methods, and competences.
Macroeconomic
and political risk
Description:
B2Holding operates in multiple countries and is therefore implicitly exposed to different economic and
political regimes.
Changes in the economic and political environment may negatively impact B2Holding’s ability to collect from
portfolios acquired or competitively price these.
Mitigation:
The Group maintains an on-going dialogue with the local management teams and conducts regular checks on
the macroeconomic and political development of each market.
The Group uses external market research and data to actively monitor the macroeconomic trends in each
country. The market and macro-economic analyses and insights are incorporated into Group’s strategic
considerations.
Sustainability
risk
Description:
B2Holding is dependent on sustainable purchasing of NPL portfolios and fair treatment and satisfactory solu-
tion with our customers to create a win-win position for both parties. B2Holding upholds ethical behaviour
and anti-corruption conduct both from its employees and its business partners. The Group values its employ-
ees and subscribe to human rights, diversity and inclusion, training and development of the employees.
Mitigation:
The Group has a dedicated Sustainability and ESG function that is co-operating with Group functions and
Business Units to promote awareness, implement and monitor initiatives to support our long term sustain-
ability objectives.
For detailed information on the 2022 initiatives, please refer to the detailed Sustainability section of this
report.
Risk management
B2Holding ASA Annual report 2022
17
Climate risk Description:
Assessing and combating climate risk has become an important topic on the agenda for B2Holding, with both
the Management and the Board committed to minimise the Group’s carbon footprint and address relevant risks
arising due to climate change and actively support transitioning to net-zero.
Mitigation:
B2Holding climate risk follows the industry-standard TCFD (Task Force on Climate-related Financial
Disclosures) and has been classified as low.
During 2022, B2Holding has introduced operational initiatives such as recycling, reduced paper consumption,
and other activities to reduce the company carbon footprint in all the offices where B2Holding is present.
Going forward, the Group will continue implementing incrementing activities to transition to net-zero.
Financial Risks - Risks linked to financial losses, impacting the overall financial results,
including liquidity, currency and interest rates, credit, investments, and tax.
Liquidity risk Description:
B2Holding is dependent on access to financing, from banks, financial institutions, and from the capital markets
through, loan agreements, the issuance of bonds and share capital to have sufficient liquidity available to meet
its contractual obligations.
Mitigation:
The Group’s capacity to assume risk is determined by the Board of Directors.
B2Holding’s policy is to always have liquidity available to cover the contractual financial obligations, financial
portfolio forward flows and outstanding binding portfolio investment offers, operating within bank and
financing covenants restrictions.
The capital threshold for equity in the loan agreements is set at a minimum consolidated book equity ratio of
25%.
Liquidity risk is monitored by the Group’s Treasury function and reported monthly to the Board of Directors.
B2Holding works actively to maintain good relationships with the financing banks, financial institutions, bond
investors and credit rating agencies.
Currency and
interest rate risk
Description:
B2Holding is exposed to fluctuations in exchange and interest rates. These risks can affect the earnings and
financing costs as B2Holding’s accounts are denominated in NOK, whilst a large part of the Group’s business
is carried out in Euros and other local currencies.
Mitigation:
To mitigate the currency risk the Group uses a multicurrency bank facility (borrowing in EUR, DKK, NOK, SEK,
PLN), project financing in Euro and bond loans denominated in Euros to effectively establish natural hedging.
For most countries, investments, revenues, and operating expenses are denominated in local (and mostly
functional) currencies.
Therefore, currency fluctuations have a relatively minor effect on operating earnings within the relevant country
which limits transactional exposure.
Croatia and Bulgaria have pegged their currency to the Euro. Croatia joined the Euro on 1 January 2023,
therefore reducing currency risk exposure to B2Holding Group.
B2Holding is exposed to changes in interest rates since the Group’s debt has an element of floating interest
rate. The Group employs hedging strategies that enable B2Holding to, within certain limits, hedge its interest
exposure and hence monitor and reduce overall interest rate risk exposure.
Currency and interest rates exposure are regularly monitored with hedging arrangements assessed and
modified in accordance with the Group’s hedging policy to continuously minimise these risks.
Risk management
B2Holding ASA Annual report 2022
18
Credit risk Description:
The risk of losses arising from customers not repaying principals or interest accrued or counterparties not
meeting their contractual obligations.
For B2Holding, this refers mainly to receivables arising from acquired NPL portfolios, cash and cash
equivalents, and outlays on behalf of clients.
Mitigation:
NPL portfolio risks are addressed under investments risk.
For cash and cash equivalents, these are deposited with established banks where the risk of loss is remote.
For counterparty risks, the Group deals primarily with known counterparties with good creditworthiness.
Credit risk is analysed, monitored, and controlled by the local entities management and strengthened by
additional oversight from the Group controlling units.
Tax risk Description:
Changes in domestic and international direct and indirect tax laws may result in financial losses or increased
expenses for the Group, related to investments and on the operational level.
Mitigation:
B2Holding’s policy is to always engage the services of external tax advisors for large and complex transac-
tions in order to ensure these are properly assessed and managed.
Operational Risks - Risks linked with failed internal processes and procedures,
people’s actions, systems or from external sources which includes legal and compliance.
Data Protection
risk
Description:
The operations are dependent on a large amount of information containing personal data.
Risk arises from human error, non-compliance with the internal policies or external regulations, or inappropri-
ate processes and procedures implemented including internal control.
Mitigation:
B2Holding Group has implemented and enforced the General Data Protection Regulation (GDPR) require-
ments, including the local legislation applied in all countries where the Group has business operations.
Appropriate and suitable safeguards, including technical measures, have been implemented to protect personal
data and to safeguard the rights and freedoms of the data subjects.
B2Holding prioritises privacy and has restricted and controlled access to personally identifiable information.
The overriding principle is that, in accordance with applicable regulations, B2Holding only processes personal
data for which the company has legal grounds to do so and are necessary for its operations.
The Group and local entities have appointed Data Protection Officers who regularly monitor and ensure
GDPR compliance.
In 2022, the company’s personal data management processes and policies were improved across the Group
and its local subsidiaries.
All employees are trained regularly and at a minimum annually in GDPR and privacy rules and are expected to
follow these established rules, including the reporting of any breaches to their respective Data Protection
Officer.
During 2022, the Group has been working on implementing an Information Security Management System
which strengthens GDPR data retention and compliance.
The GDPR indicators such as security incidents, data breaches, data protection complaints, and data subject
rights demands are monitored. Additionally, all requests and complaints from the data subjects were execut-
ed in accordance with the requirements and deadlines set out in the GDPR.
Risk management
B2Holding ASA Annual report 2022
19
Regulatory risk Description:
The Group depends on authorisations and licenses from different authorities in order to operate. Risk arises from
non-compliance or breaches to existing processes and procedures implemented.
Regulatory changes can also influence the markets and local operations, either in a positive or in a negative way.
Mitigation:
The Group complies with applicable rules and regulations in all jurisdictions where it operates.
Adherence to license requirements, laws and regulatory changes are monitored and implemented by the
relevant local functions and reported to the Group on a regular basis. Local entities closely monitor the
changes in the local laws and regulations and ensure that these changes are embedded in the business
processes and practices. These changes are reported in the quarterly Compliance reporting, via open
dialogue with the local senior management teams and the Legal and Compliance teams.
The Group also monitors specific regulatory changes and developments in the EU legislation relevant to
its industry, sector, and operations and closely cooperates with local entities to monitor their transposition
and implementation locally.
The Compliance and GDPR reports filed by all local entities allow the Group to ensure transparency and
oversight, amongst other things over regulatory changes that may impact the business data, compliance
breaches acknowledged, whistleblowing reports investigated, audits conducted, etc.
A risk analysis is conducted across the Group to identify, monitor and mitigate the potential risks related
to Compliance, GDPR, Information Security, Business Continuity Management, and Cloud computing.
In November 2021, the EU NPL Directive was approved by the EU Parliament. Member States have until
the end of 2023 to transpose it into their local legislation. The transposition and implementation of this
Directive in the EU jurisdictions where the Group operates is currently being monitored. In 2022, the
Group has set up an internal taskforce team to monitor and participate with local policymakers in the
local legislation transposition to ensure timely compliance with the new requirements.
This work is ongoing with local entities collaborating through relevant associations and regular updates
between the Group and local entities.
Risk management
B2Holding ASA Annual report 2022
20
Reputation risk Description:
A good reputation is crucial to B2Holding’s long-term sustainability, allowing it to operate as a viable com-
pany, in particular since the Group deals with debt collection activities and its customers need to trust B2Holding
in order to positively engage with the company. It is therefore crucial to B2Holding that its customers are
always fairly treated.
The Group places great emphasis on reputation and relationships with all stakeholders: clients, customers,
employees, board members, investors authorities and vendors.
Mitigation:
Employees are expected to comply not only with the applicable laws and regulations, but also with the Group
Code of Conduct which translates B2Holding’s values, as well as with the principles, rules and processes fore-
seen in the Group policies and procedures. The Group monitors and audits compliance with these principles, rules,
and processes, whilst raising awareness on the importance of creating and maintaining a culture of compliance
and ethics across the Group.
During 2022, the Group started the implementation of a Collection Management Framework which is currently
being rolled out across the local entities. Its aim is to continuously improve the efficiency and quality of the
service, but also to ensure that the collection is conducted in accordance with the laws, Group values and
standards.
The Group expects its Business Partners to follow and comply with these ethical standards, principles and
behaviours when conducting business with or on behalf of B2Holding. These expectations are defined in the
Business Partner Code of Conduct, which is translated into local languages, published on local entities’ website,
and made available to Business Partners prior to starting a business relationship/cooperation.
In 2022, the Group implemented an online customer survey across all entities to assess and improve the internal
collection practices and ensure customer satisfaction.
IT functionality
and security risk
Description:
The Group depends on accessible and well-functioning IT systems. Interruptions and errors in business-
critical systems can pose risks to the operations and company reputation.
Although strict protocols are implemented there is always a risk of illegal infringement and access to the
systems, giving unauthorised access to information, loss of data through malicious software or illegal
exploitation on the company’s behalf through phishing.
Mitigation:
IT functionality and security risks are managed through a combination of technical and administrative
controls, security training and regular checks and monitoring of systems. This is carried out at both local
entity and Group level. For Group functions, centralised logging and prevention of intrusion is in place.
In 2022, the Group started a migration project to have its end-users to one central Group managed platform.
This will increase security and efficiency going forward.
During 2022, B2Holding made significant progress with the upgrading programme on the Group IT
Architecture, Governance and Security.
This programme is designed to modernise technology and IT processes delivering higher elasticity and
resiliency to IT platforms.
This Group and local entities IT modernisation programme will continue into 2023 and beyond.
Risk management
B2Holding ASA Annual report 2022
21
Financial crime
risk
Description:
The Group’s employees may face corruption, bribery, and money laundering attempts.
Therefore, there is a risk that employees might use their position of power to benefit themselves, or to
influence decision makers.
B2Holding might also face being exploited to money laundering from criminal activities through insufficient
knowledge of clients or through the payment of transactions undertaken.
Mitigation:
B2Holding applies a zero-tolerance policy to corruption and bribery, and this is reflected in the Code of
Conduct which outlines B2Holding’s values, and further specified in the Group Anti-Bribery and Corruption
Policy
B2Holding takes a firm stand against Money Laundering (ML), Terrorist Financing (TF) and Sanctions
breaches, as outlined in the Group Code of Conduct and further specified in the Group AML, CTF and
Sanctions Policy. B2Holding’s business partners are expected to have similar values, as stated in the
Business Partner Code of Conduct, which is published on the website of B2Holding ASA and local entities.
To minimise these risks, local entities collect information about clients and their shareholders, as well as
customers, and have local Know Your Counterparty (KYC) policies in place. Where required, customers are
screened against the relevant sanction lists.
In 2022, the Group Business Partner Integrity Due Diligence (BPIDD) Policy was finalised, and the Anti- Bribery
and Corruption (ABC) Policy was updated, to reflect regulatory requirements. The Group is now in
the process of implementation and rolling these out to its Business Partners.
The Policies are translated into local languages so that they are accessible and followed by everyone in the
organisation, and relevant employees are trained by Group Compliance. These Group Policies set minimum
standards for all entities of the Group, which are expected to be followed.
B2Holding is in compliance with the EU Whistleblowing Directive, through the implementation of a Group
Whistleblowing Policy and an externally run reporting channel accessible 24/7, which ensures confidentiality
and enables anonymous reporting. This reporting channel can be used by all employees across the Group,
as well as external parties such as business partners. This channel can be used to report (suspected) cases
of fraud, corruption, bribery, money laundering or any other (suspected) illegal activities or violations of
B2Holding’s Code of Conduct.
Employee risk Description:
The employees are crucial to B2Holding’s success. The Group is committed to attracting and retaining com-
petent and motivated employees and managers to avoid the risk that strategic goals cannot be achieved. Key
individual dependency also represents a risk for business continuity.
Mitigation:
B2Holding puts a strong emphasis on common values, engagement and continuous development and growth.
The Group measures and monitors employee engagement annually. This survey gives important insight to the
Group’s work on harmonising and strengthening programmes dedicated to promoting employee loyalty and
retention. The Group works actively to promote employee development and has recently established a lead-
ership e-academy. The intention with this e-academy is to give useful tools directly to the people managers
to enable them in working proactively with their employees and to increase their overall leadership skills.
All Group entities have Employment and Training policies which are compliant with local laws and regulations,
and all entities monitor and manage their employee turnover ratios.
B2Holding is currently working on Group level HR policies and assessing Group wide HR systems with a
view to align the HR processes. B2Holding believes that this will provide a consistent people journey across
the organisation and enable to work proactively with reducing risk in the organisation through identifying
pain-points.
Risk management
B2Holding ASA Annual report 2022
22
EXTERNAL RISKS: WAR IN UKRAINE
In 2022, Russia commenced a military invasion of Ukraine,
with the West responding swiftly by imposing sanctions
on Russia. The ongoing conflict in Ukraine has increased
geo-political risk in Europe, with high macroeconomic
uncertainty expected to continue.
B2Holding does not have any operations or employees
in Ukraine or Russia. However, B2Holding has four business
entities in countries which share borders with Ukraine and
six business entities in countries that share borders with
Russia. B2Holding is well diversified, and as of 31 December
2022, the book value in countries sharing borders with
Ukraine stood at 23%, whilst the book value in countries
sharing borders with Russia (mainly Finland and Poland)
stood at 40% of the total B2Holding assets respectively.
Out of the B2Holding countries bordering with Russia,
all are members of NATO as of the date of publishing this
report.
B2Holding’s priority is to ensure the health and safety of
its employees in the neighbouring countries, and to honour
its commitments to investors and business partners while
ensuring compliance with sanctions against Russia.
B2Holding book value exposure to countries with signifi-
cant Russian gas or trade dependency is limited. As of 31
December 2022, countries with significant Russian gas
dependency or trade ties with Russia as per internal
analysis stood at 7.5% of book value.
The main economic impacts of the war on B2Holding,
are the consequences of high levels of inflation in 2022.
Furthermore, geo-political risk has increased with a risk
of war escalation.
So far, the Group has not seen any material impact of
the macroeconomic situation on its business. Going forward,
the Group expects high inflation and increased interest rates
to drive higher funding cost and put pressure on debtors’
ability to repay their debts. However, continued low unem-
ployment rates, salary increases, excess savings following the
pandemic and government aid packages are expected to partly
offset these challenges on the collection side, and similar
funding market conditions for all competitors are expected
to partly offset the negative effects on the funding cost
side via adjustments in market pricing of NPL portfolios.
Furthermore, B2Holding is well diversified, with the
majority of B2Holding cash flows coming from legal
collection streams, which further mitigates collections risks.
B2Holding has adequate liquidity position to meet its
investment appetite in 2023.
B2Holding’s operations are working at full capacity.
The Group plans to continue to invest in a prudent and
disciplined manner across its markets and within the
desired risk-return profile.
B2Holding is actively monitoring the macroeconomic
developments. At this stage the baseline scenarios indicate
a limited risk for B2Holding, however the full impact on
B2Holding business activities is uncertain and may change
in the event of significant escalation.
Risk management
B2Holding ASA Annual report 2022
23
Risk management
ILLUSTRATION OF THE FUNCTIONAL ORGANISATION
OF EFFECTIVE RISK MANAGEMENT AND CONTROL
Audit
Committee
Three lines of defence
Key Risk Indicators are
proposed by Risk in
co-operation with the
First Line of defence.
Approved and monitored
by the Board.
Business operations
Daily risk management
and compliance with
Group’s internal policies
and external regulations
First line
Risk Owners
Board of Directors
CEO
Risk, Compliance &
Corporate Governance
Independent risk
monitoring, support
and control to protect
company value
Second line
Oversight and Advisory
Internal Audit
Ensures proper
functioning of
the first and second
lines of defence.
Third line
Independent Assurance
Key Risk Indicators:
Profitability & Sustainability
Diversification
Valuation accuracy
Performance
Operations, Culture & Compliance
B2Holding ASA Annual report 2022
24
Sustainability report
03
24 ESG performance 2022
25 CEO Sustainability Statement
26 Sustainability in B2Holding
27 Double materiality analysis
29 Governance
31 Social
36 Environment
37 Annexes
B2Holding ASA Annual report 2022
25
ESG Performance
(2021 performance in brackets)
Sustainability report
80%
Customer satisfaction score
1)
(83%)
0
Reported corruption events (0)
8.7
Sustainalytics risk rating
Negligible risk (9.3)
1) Customer satisfaction rate based in customer surveys.
In 2022 the survey has been implemented in 10 additional
entities.
2) During 2022 an incident of suspicious defender antivirus
exclusion took place and mechanisms in place alerted the
team in charge. The incident was identified, analysed, and
closed including mechanisms and recommendations made
to avoid potential risks.
Employee engagement score (80/100)
80/100
Climate change GHG emissions reduction
(2021 baseline)
9.9%
Employees completed ESG and ethics
training (N/A)
93%
0
Information security breaches
2)
(0)
B2Holding ASA Annual report 2022
26
Our primary focus when collecting debt is to provide
professional services and reach a positive outcome for our
customers. In 2022, B2Holding maintained a customer
satisfaction score of 80%. We have invested in training and
development to support our teams, who work in demanding
environments to consistently achieve excellent results. Over
90% of our employees received some form of ethics and ESG
training in 2022, and I am pleased to note that there were
no reported cases of corruption or business conduct issues
during the year.
On 5 January 2023 the EU Corporate Sustainability
Reporting Directive (CSRD) entered into force. The directive
modernises and strengthens the reporting rules for social
and environmental information and B2Holding will be obliged
to report on it from the financial year 2024. In preparation,
B2Holding has strengthened its existing Environmental,
Social and Governance (ESG) reporting to include both
Global Reporting Initiative (GRI) and Sustainability
Accounting Standards Board (SASB) disclosures. These are
closely aligned with the forthcoming reporting requirements
of the CSRD, including the concept of double materiality.
B2Holding is committed to developing an emission reduction
target in line with the Science-Based Target initiative criteria.
In 2022 we achieved a 9.9% reduction in our scope 1 & 2
greenhouse gas (GHG) emissions (market-based calculation).
Energy consumption plans and policies are being developed
and implemented across the Group, with several business
units also purchasing guarantees of origin (renewable energy)
for their electricity consumption.
The Group dealt with three substantiated complaints
concerning breaches of customer privacy in 2022, none
of which resulted in GDPR or other sanctions. We responded
to a single potential cybersecurity incident and mechanisms
already in place prevented disruption or data loss. In all data
privacy and cybersecurity events, the incidents are analysed
and followed up to avoid future potential risks.
I am proud to work in a gender-diverse company, where
women now account for 51% of the senior management.
We are committed to creating an equal opportunity workplace
that fosters employee well-being. Two of our office sites received
awards for being great places to work in 2022, which is valuable
recognition for the positive culture being created by our people.
You can read more about the awards and our how we support
people in the social section of this report.
As we move into 2023 and beyond, B2Holding is building
on a strong foundation of ESG initiatives. Our Sustainalytics
risk rating of 8.7 indicates that we are a negligible risk and
a top performer in our sector. We will continue to prioritise
resources to manage our most material ESG impacts, and
this report aims to provide a transparent presentation of
our results to date.
I invite you to read our report and welcome your feedback.
Oslo, 27 April 2023
Erik J. Johnsen
Chief Executive Officer
CEO Sustainability statement
Sustainability report
In a year of extraordinary developments, B2Holding
has maintained its industry-leading environmental,
social and governance (ESG) performance.
B2Holding ASA Annual report 2022
27
The sustainability strategy of B2Holding outlines how the
company operates to achieve its sustainability objectives.
The strategy focuses on four core pillars:
1. Customer knowledge
2. Sustainable value chain
3. Attractive work environment
4. Transparent ESG management
The sustainability strategy is implemented through its adoption
in operations and the way the Group operates daily. To support
the strategy, the Group’s Sustainability Policy sets out how
B2Holding delivers on sustainability objectives and its expec-
tations for employees and representatives.
B2Holding actively develops sustainability competence as
the Group works to establish an internal sustainability culture.
The Group sets clear targets and aims to empower
its customers and partners to reach theirs.
Sustainability report
Sustainability in B2Holding
Diversity
and inclusion
Training and
development
Fair treatment and
satisfaction of customers
Human rights
Cybersecurity and
data privacy
Ethical behavior and
anti-corruption
Climate change
Responsible
acquisition
of portfolio
and partnerships
Employee health
and wellbeing
Attractive work
environment
Customer
knowledge
Sustainable
value chain
B2Holding
Transparent
ESG management
B2Holding ASA Annual report 2022
28
ACCOUNTABLE ESG GOVERNANCE
AND MANAGEMENT
The Chief Brand & Sustainability Officer is responsible
for ESG within the Group. The Board has authorised the
Corporate Sustainability Integration Committee (CSIC)
to monitor and make decisions on ESG matters, escalating
to the Board when necessary. The committee reports to the
CEO and is chaired by the Chief Brand & Sustainability
Officer. The committee includes members from the business
lines, HR, risk, compliance, and finance functions. The CSIC
is responsible for ensuring that the Group’s ESG strategy is
anchored and implemented throughout the organisation. The
Group entities have a local sustainability contact person to
support and lead local ESG initiatives and harmonise with
Group initiatives.
DOUBLE MATERIALITY ANALYSIS
In 2022, B2Holding updated its assessment of material ESG
topics, taking into account both the significance of their impact
and financial materiality – referred to as “double materiality”.
The review included an examination of the comprehensive
impact materiality analysis conducted in 2021, a formal desktop
review in 2022, consideration of the views of B2Holding’s
stakeholders (as expressed through continuous dialogue), as
well as expert and independent opinions. Topics which may
be financially material for B2Holding have been adopted
from the Sustainability Accounting Standard Board’s (SASB)
Consumer Finance Standard, 2018.
The following topics are considered material for B2Holding:
• Fair treatment and satisfaction of customers
• Cybersecurity and data privacy
• Ethical behaviour and anti-corruption
• Training and development
• Responsible acquisition of portfolio and partnerships
• Human rights
• Diversity and inclusion
• Employee health and wellbeing
• Climate change
Sustainability report
B2Holding ASA Annual report 2022
2929
Sustainability report
Material topic SDG Target Performance 2022 (2021)
Governance
Cybersecurity and
data privacy
Zero data privacy or security breaches 0 breaches (0)
Ethical behaviour
and anti-corruption
• Zero corruption
• 100% annual compliance
training completed
0 reported corruption incidents (0)
ESG integration in
acquisitions and
partnerships
ESG requirements applied in 100% of
portfolio acquisitions
84% of acquisitions applied ESG
criteria (74%)
Social
Training and
development
100% of employees receive ESG
training
93% of employees completed ESG
and ethics e-learning (N/A)
Fair treatment
and satisfaction
of customers
Debtor satisfaction survey (baseline) 80% satisfaction (83%)
Diversity and
inclusion
Increase diversity: Increase female
representation in C-1 by 2% in
local entities
51% females in senior
management (46%)
Human rights Undertake Human Rights saliency
(risk) assessment
Completed Human Rights saliency
(risk) assessment
Employee health
and wellbeing
Employee engagement
at score between 80-100
Employee engagement
Score 80/100
Environment
Climate change Reduce total GHG emissions in line
with Science Based Target (SBTi)
9.9% GHG emissions (scope 1 & 2)
reduction, in line with SBTi
B2Holding ASA Annual report 2022
30
GOVERNANCE
Establishing high ethical standards helps to promote an ethical
and responsible corporate culture. To gain the trust of the
company’s stakeholders, it is essential to manage and trans-
parently disclose risks.
Ethical business practices
Bribery/corruption represents a tangible risk to B2Holding’s
operations due to the high number of financial transactions
handled every day. The Group has an operating presence in
certain countries and markets with increased exposure to
financial crime.
B2Holding has a zero-tolerance policy towards bribery/
corruption. This includes zero tolerance for the abuse of
entrusted power, obtaining illegitimate personal benefits, or
seeking private gain. Employees can neither offer any benefits
(of any nature or form, including gifts and hospitality), which
are in violation of applicable laws or ethical standards, nor
accept any benefits that could compromise their judgment,
decisions, or actions.
B2Holding’s Code of Conduct and Anti-Bribery and -
Corruption Policy apply to all employees across the Group,
whilst B2Holding’s Business Partner Code of Conduct states
that B2Holding expects all its business partners to operate
with comparable values.
The Anti-Bribery and -Corruption Policy defines what
is meant by bribery/corruption, the related risks, the responsi-
bilities of all employees in relation to the identification, pre-
vention of, and management of bribery/corruption and the
responsibilities and consequences when corruption is detected.
There were no confirmed incidents of corruption in 2022.
Whistleblowing
B2Holding operates a whistleblowing channel which allows
all employees across the Group and external parties to file
whistleblowing reports. The channel is serviced by an external
provider, ensuring confidentiality, and allowing anonymous
reporting. B2Holding encourages its employees to use the
whistleblowing channel to report misconduct, violations,
illegal activities, or other unethical behaviours which may
be deemed to be a protected disclosure. B2Holding prohibits
any form of retaliation against anyone filing a report in good
faith. B2Holding meets the requirements set forth by the EU
Whistleblowing Directive namely by establishing the whistle-
blowing channel and entrenching the protection of whistle-
blowers within the Group.
In 2022, there were two incidents reported as whistleblowing
cases. Both cases were investigated and closed. In the first case,
no further actions were taken as the allegations were not sub-
stantiated. In the second case, the investigation team made
recommendations of mitigation actions to the Management
and measures were taken.
The figures from 2020 to 2022 were obtained based on different
sources and parameters, since B2Holding introduced the
whistleblowing channel in the end of 2021 and improved the
reporting system used across the Group in 2022. On this
basis, the figures outlined hereunder do not allow a reliable
trend analysis.
The figures for 2020 have been reviewed and adjusted
according to the Compliance report for that year.
KPI 2022 2021 2020
Incidents reported as
whistleblowing cases
2 10 10
Confirmed incidents of
discrimination or harassment
0 1 1
Confirmed incidents of corruption 0 0 0
Data privacy and cybersecurity
In carrying out is operations, the Group may collect personal
data when acquiring a customer’s debt or when processing
personal data on behalf of clients. B2Holding also process the
data of its current and future business partners to the extent
required to provide the agreed services and cooperation.
B2Holding is committed to protecting personal data and
respecting privacy. Every reasonable step is taken to ensure
customer data is accurate, adequate, relevant, and limited
to the purpose for which it is processed. The Group takes
appropriate measures to inform data subjects about their
personal data processing in a concise and transparent manner.
Appropriate and suitable safeguards and technical measures
are in place to protect personal data and safeguard customers’
rights and freedom. Records of personal data are only kept for
as long as is reasonably necessary for the purposes for which
they are collected.
Protecting customer privacy and digital operations
B2Holding prioritises developing and implementing prevention
plans to avoid cyberattacks and data breaches and to secure
the company’s information. Online services and digitisation
are core to B2Holding’s business model. The Group is committed
to protecting its operations and customer privacy.
B2Holding’s policies and prevention plans are regularly
reviewed and updated to appropriately handle customer
privacy and personal data processing issues. Cybersecurity
and data privacy are governed through the following policy
documents:
• GDPR Policy
• Personal Data Breach Management Policy
• Cookie Files Policy
• Risk Analysis Policy
• Information Security Policy
Sustainability report
B2Holding ASA Annual report 2022
31
Sustainability report
Data protection
B2Holding has implemented and enforced the General Data
Protection Regulation (GDPR) requirements, including the
local legislation applied in all countries where the Group has
business operations. Appropriate and suitable safeguards,
including technical measures, have been implemented to protect
personal data and to safeguard the rights and freedoms of the
data subjects.
B2Holding prioritises privacy and has restricted and
controlled access to personally identifiable information. The
overriding principle is that, in accordance with applicable reg-
ulations, B2Holding only processes personal data for which
the B2Holding legal entity has legal grounds to do so and are
necessary for its operations.
The Group and local entities have appointed Data Protection
Officers who regularly monitor and ensure GDPR compliance.
In 2022, the B2Holding legal entity’s personal data management
processes and policies were improved across the Group and
its local subsidiaries.
All employees are trained regularly and at a minimum annually
in GDPR and privacy rules and are expected to follow these
established rules, including the reporting of any breaches to
their respective Data Protection Officer. Mandatory training
for all employees registered a 93% completion rate in 2022.
During 2022, the Group has been working on implementing
an Information Security Management System which strengthens
GDPR data retention and compliance.
The Group dealt with three substantiated complaints con-
cerning breaches of customer (debtor) privacy and losses
of customer data in 2022.
No sanctions or formal recommendations have been imposed
against any B2Holding legal entity by any European government
authorities responsible for the application of and compliance
with GDPR.
The GDPR indicators such as security incidents, data
breaches, data protection complaints, and data subject rights
demands are monitored. Additionally, all requests and com-
plaints from the data subjects were executed in accordance
with the requirements and deadlines set out in the GDPR.
Cybersecurity
B2Holding is committed to implementing an Information
Security Management System (ISMS) as a key pillar to
manage information security, including cybersecurity.
ISMS refers to the set of policies, procedures, processes,
and systems that manage information risks. The implementation
of ISMS will involve a systematic approach to processes,
technology, and people that will help B2Holding to protect
and manage the organisation’s information through risk
management.
This will enable compliance with the GDPR and focus on
protecting three key aspects of information:
• Confidentiality: ensuring that information is not available
or disclosed to unauthorised people, entities, or processes
• Integrity: ensuring that information is complete and accurate,
and protected from corruption
• Availability: ensuring that information is accessible and
usable by authorised users
Although no breaches were reported over 2022, an incident
of suspicious defender antivirus exclusion took place, and
mechanisms already in place alerted the team in charge. The
incident was analysed, identified, and closed, including mech-
anisms and recommendations made to avoid potential risks.
KPI 2022 2021 2020
Substantiated Information
security breaches
0 0 0
Integrating ESG in acquisitions and partnerships
B2Holding has integrated ESG considerations into its respon-
sible acquisition processes and decision-making regarding
partnerships. B2Holding works with vendors or co-investors
to acquire non-performing loans where the aim is to establish
a mutual trust agreement without incurring unwanted risk.
B2Holding’s acquisition of non-performing loans and third-
party debt collection services have important ESG implications,
including corruption, treatment of debtors, commercial strategies,
certain reputational activities, anti-competitive practices, and
legal sanctions.
The B2Holding Responsible Marketing and Sales Statement
provides guidelines to manage marketing and sales activities
in an ethical and responsible manner, ensuring that the Group
do not partner with non-compliant partners.
B2Holding has developed a set of defined characteristics to
screen out potential acquisitions that present high ESG risks.
KPI 2022 2021 2020
Portfolio acquisitions where ESG
requirements has been applied
84% 74% -
B2Holding ASA Annual report 2022
32
Sustainability report
CASE 1:
CREATING A RESPONSIBLE
AND SECURE COMPANY
In 2022, B2Holding introduced e-learning training
modules for the Code of Conduct, specific GDPR re-
quirements for the Group, and information security.
The training modules reflect the Group’s goal to be
perceived as a responsible and secure organisation
by its stakeholders, including the market, customers,
clients, vendors, and regulators. With an 88% comple-
tion rate by all employees, the Group is on track to
achieving that objective.
The Management is highly committed to support-
ing and embedding an ethical company culture.
“The trainings remind us of
what B2Holding is trying to
achieve in the market in terms
of financial plans and commercial
strategies. But they also put
focus on how we do it – the
ethical component – that is
derived from the regulations
and codes related data
protection”.
Adam Parfiniewicz, Group Head
of Unsecured Asset Management
SOCIAL
B2Holding, as a debt solutions provider operating across
multiple countries, recognises the potential social impacts
its business activities could have on both its customers and
employees. Therefore, fair treatment and satisfaction of
customers lie the heart of the Group’s social approach, which
is enabled by a diverse, well-trained, and healthy workforce,
operating within an attractive working environment.
Fair treatment and satisfaction of customers
At the core of B2Holding’s business model is the fair treat-
ment of customers (debtors). While customers retain
responsibility for the debt they have incurred and any delays
in payment, the consequences that they face should be
proportionate and reasonable with respect to the size of the
debt. It is B2Holding’s responsibility to ensure that the debt
collection process does not result in unfair outcomes. The
Group engages with customers in vulnerable situations and
has a responsible approach that treats them with empathy,
respect, and dignity. These commitments guide B2Holding’s
behaviours throughout the debt collection process and are
explicitly stated in its Code of Conduct and values.
Finding amicable solutions
B2Holding’s primary objective is to find amicable solutions
that lead to beneficial outcomes for all parties, including
customer satisfaction. The Group considers the customer’s
current financial situation when initiating a debt collection
process. B2Holding’s services are designed to help the
customers in addressing their indebtedness by developing
a repayment plan that fits their financial situation. This
approach enables the customer to regain full participation in
the financial system within a reasonable time frame without
any hindrances.
In 2022, 5.6% of total customer claims were entirely repaid
(debt-free) and the customers regained access to the standard
financial system. Additionally, 24.5% of the customers had a
partial payment of their claims, demonstrating that they are
repaying their defaulted debts in monthly instalments with
solutions tailored to their financial needs.
Ensuring customer satisfaction and addressing
complaints
B2Holding conducts monthly internal quality and auditing
controls in 41% of its entities (9 out of 22 entities). During
these controls, calls and other interactions with customers
are reviewed to assess how the debt collection processes is
performed. In 2022, 85% of the audited calls and actions
complied with B2Holding’s standards. Quality controls are
valuable for training collection advisors when standards are
not met.
B2Holding ASA Annual report 2022
33
Sustainability report
B2Holding continued to introduce customer surveys to
gather feedback on its services. By the end of 2022, 50%
of the Group’s operations had implemented and conducted
such surveys. Of the customers surveyed, an average of
80% were satisfied with the services. This tool has now
been implemented in all unsecured business units (100%
of targeted entities).
In 2022 complaints from customers concerning rights,
disagreements, or non-conformance to standards represented
only 0.015% of the total number of collection cases during
the reporting period, a total of 1,049 complaints. Complaints
are addressed daily by following the collection guidelines in
the respective entity. Complaints are followed up until fully
resolved towards customers, and feedback is used to train
collection agents.
KPI 2022 2021 2020
% of claims fully solved
(debt free)
5.6% 5.7% N/A
% of claims with partial payments 24.5% N/A N/A
Quality and Auditing Controls
1)
85% 89% 98%
Customer satisfaction survey
2)
80% 83% 98%
1) 41% of all local entities in B2Holding have a quality department
to ensure collection activities are performed in line with internal
collection standards.
2) In 2021, 22% of local entities had introduced customer surveys and
during 2022 it has been implemented in 50% of the entities.
Employee wellbeing
B2Holding believes that the health and wellbeing of its
employees is crucial for providing high-quality services and
attracting and retaining talent.
Engaging employees
To monitor and enhance employee wellbeing, the Group
conducts an annual engagement survey across the organisation.
The survey allows employees to anonymously express their
opinions and measures engagement levels. The goal is to
identify areas for improvement within the organisation, and
managers use the results to discuss improvement areas with
their teams and to develop action plans together with their
team members. The survey is conducted on a yearly basis,
and the most recent survey in 2022 recorded an engagement
score of 80/100. The next survey will be conducted in 2023.
Health, safety, and wellness
The work carried out by B2Holding employees in call centres
can be demanding. Contacting indebted customers, engaging
with them, and negotiating a payment plan require perse-
verance, empathy, and excellent listening skills. B2Holding’s
Health and Safety Statement underscores the company’s
commitment to prioritising the wellbeing and health of its
employees. This includes promoting a culture of health
and safety among all employees, providing a safe working
environment for employees and visitors, encouraging training
on health and safety issues, and conducting systematic
reviews to ensure that health and safety policies are appro-
priately implemented. Work-life balance initiatives, flexible
working hours, and work-from-home policies are some of the
measures employed to improve wellbeing in the workplace.
KPI 2022 2021 2020
Share of entities with a work-life
balance measures in place
81% 43% 27%
Professional Sick leave ratio
3)
0.006 0.03 5.30
Accident frequency rate 0.47 0.45 0.30
Employee satisfaction – employee
engagement score
80/
100
80/
100
80/
100
Turnover rate
4)
22% 23% 35%
Voluntary turnover rate 17% 16% 13%
3) Work related sickness and accidents in the workplace
4) The turnover rate is at a normal level for the industry but is
nevertheless at a rate the Group aims to reduce. The turnover rate
can partly be explained by the nature of call centres and part-time
employees.
Diversity and inclusion
B2Holding recognises that a diverse workforce can offer
a broader range of ideas and perspectives, which can drive
innovation and improve performance. The Group strives for
its workforce to reflect the wider societies in which it operates,
believing that combining different competencies and perspec-
tives leads to better quality of debt collection services
for clients and customers.
B2Holding is committed to providing equal opportunities
to all individuals, regardless of gender, ethnicity, or age. The
company places particular emphasis on promoting gender
diversity, particularly in senior management positions, and
properly disclosing pay gaps. In 2021, the Group conducted
a pay gap analysis that revealed an overall 6.6% pay gap in
favour of male employees. Targeted initiatives are being
developed to address this gap.
B2Holding ASA Annual report 2022
34
Sustainability report
KPI 2022 2021 2020
Share of women in management
(C-0 and C level)
51% 46% 49%
Share of women in the workforce 67% 67% 65%
Number of nationalities in
the workforce
41 45 42
Share of Business Units with
diversity and inclusion policy
in place
53% 38% 21%
Training and development
B2Holding is committed to treating all its clients and customers
with trust and respect, providing them with sound financial
advice tailored to their individual situation. To achieve this,
B2Holding invests significantly in developing employee com-
petence through training and development.
Facilitating and enabling professional growth is important
for providing meaningful development pathways for employees
and retaining talent and knowledge within the organisation.
In 2022, 100% of employees participated in various trainings
programmes using internal or external digital learning platforms,
which each employee receiving an average of 15 hours of
training. Throughout the year, all employees undertook
mandatory training on whistleblowing, Code of Conduct
and GDPR. Additionally, 93% of all Group employees
underwent ESG and ethics training.
KPI 2022 2021 2020
Business Units with talent
programmes in place
26% 19% 10%
Business Units with e-learning
platform
100% 100% 27%
Employees receiving e-learning
training
98% 100% 32%
Total training hours per employee 15 10 N/A
Human rights
B2Holding is committed to ensuring respect for the inherent
dignity of people and their inalienable rights as a fundamental
part of its corporate responsibility, and as an essential require-
ment for conducting its business activities in any country or
social environment. For this reason, B2Holding is committed
to the UN Guiding Principles on Business and Human Rights
(UNGPs). The Group considers human rights to be those
rights recognised by the International Bill of Rights and the
Core Conventions of the International Labour Organisation.
B2Holding’s commitment to human rights is defined in its
Labour and Human Rights Statement. The statement covers
the UN Global Compact’s Ten Principles, the UNGPs’ “Protect,
Respect and Remedy Framework”, and International Labour
Organisation Conventions 87, 98 and 111. It is to be read
alongside B2Holding’s Sustainability Policy and outlines
the labour and human rights recognises by for its employees,
regardless of their role and the country in which they work,
to its customers, and for the local communities in which the
Group operates.
The Group is taking additional measures to ensure compliance
with the new Norwegian Transparency Act, which came into
force in July 2022. The act requires companies to carry out
human rights due diligence in line with the OECD Guidelines
for Multinational Enterprises. In addition, companies must
report on the actions taken to mitigate adverse human rights
impacts and their effectiveness, as well as respond to requests
for information from the public.
As a first step to comply with the act, B2Holding has partnered
with an external independent third party to identify its salient
human rights issues. These are:
• Vulnerable people
• Privacy and data protection
• Stakeholder engagement
• Labour rights
• Access to remedy
B2Holding has initiated the process of conducting a gap analysis
of its approach to human rights due diligence to identify
potential areas for improvements.
B2Holding ASA Annual report 2022
35
Sustainability report
CASE 2:
CREATING ATTRACTIVE PLACES
TO WORK
In 2022, two of our largest office locations, Finland, and
Poland, were recognised for their exceptional workplaces.
Representing nearly a third of all employees, these offices
are prime examples of our commitment to create attractive
workspaces.
OK Perintä Finland was certified as a Future Workplace in
2022, which acknowledges the company’s workplace culture
and leadership that prioritises employees’ input. Ultimo Poland
received the Friendly Workplace certificate in 2022, which is
awarded to companies that support work-life balance, create a
positive and healthy work environment, foster open relations
with employees, and invest in their professional development
and interests.
“Today, one year after the
initiative started, we have
a better understanding of
the customer perspective
and are better equipped to
become a fully customer-
oriented organisation.”
María Haddad, Chief Brand and
Sustainability Officer
CASE 3:
IMPROVING CUSTOMER
SATISFACTION
When considering sustainability in B2Holding’s business,
one of the most critical topics is Fair Customer Treatment and
Satisfaction. That is why establishing a debtor survey initiative
was one of B2Holding’s primary sustainability commitments
for 2022.
The purpose of the survey is to:
• Get customers insights on the quality of the company’s
services and customers satisfaction
• Identify areas of improvement in B2Holding’s daily work
and training purposes
This tool was successfully implemented in all unsecured
business units over 2022, and results have been published
in this report.
The results are visualised in an easily accessible dashboard,
allowing managers to quickly gain insights into what B2Holding
is doing well and what might need some extra attention. With
this implemented solution, we have gained valuable inputs on
how to develop and improve the customer experience with
the goal of becoming the best in class and helping
as many customers as possible.
Future workplaces
certified workplace 2022
B2Holding ASA Annual report 2022
36
Sustainability report
CASE 4:
CORPORATE DEBT RESTRUCTURING
SAVED 500 JOBS
B2Holding facilitated an innovative
debt refinancing and restructuring
process to turn around an automotive
industry business and save 500 jobs.
Situation triggered by the financial crisis
At its peak, the debtor - a successful company - employed over
750 people and delivered strong financial results. However, the
business was significantly impacted by the global financial crisis
in 2008. Prudent financial management and restructuring was
put in place in response, alongside significant recapitalisa-
tion from existing shareholders. While the company worked
through this period, one of its four major consortium bank
lenders withdrew its support and in 2017 the company faced
imminent bankruptcy.
Innovative solutions to save the business and the jobs
B2Holding’s servicing team was passionate about the business
and believed in the people behind it. Through balancing the
various stakeholders’ interests and innovative financial reengi-
neering, corporate restructuring solutions were developed.
The measures salvaged parts of the business that had turn-
around prospects, avoided insolvency and liquidation, and
placed it in a stable position to attract investors.
Turnaround: From near bankruptcy
to growth and profitability
B2Holding facilitated an arrangement between a new investor
and the debtor’s shareholders aimed at salvaging the business
and financing its regrowth. By 2019 the stakes of the three
supporting consortium banks were acquired and in December
2022 the fourth and final lender’s stake was acquired. The
company has gradually regained competitiveness, with annual
sales of over EUR 150 million and EBITDA earnings close to 7%.
The balanced workout facilitated by B2Holding saved approx-
imately 500 full time positions and preserved over EUR 100
million in the value of the business, so that it could regain its
economic status as a going concern.
“It was a challenging debt
refinancing project. Seeing
B2Holding’s team in action
and the outcome that was
achieved was both satisfying
and rewarding. We turned the
business around and saved
over 500 jobs”.
George Christoforou, Group Head of
Secured Asset Management
B2Holding ASA Annual report 2022
37
Sustainability report
ENVIRONMENT
The Environmental and Sustainable Procurement Statement
outlines B2Holding’s expectations for employees and business
units to act sustainably and reduce the Group’s environmental
impact. It explains how the Group integrates environmental
considerations into its procurement processes and sets out the
strategic framework and model for the Group’s environmental
management initiatives.
Climate impacts
Climate accounting is undertaken for Group entities using
the GHG protocol. In 2022, scope 1 emissions decreased
4% to 409 tonnes of carbon dioxide equivalents (CO2e),
while scope 2 emissions decreased 15% to 458 tonnes CO2e
on a location basis (13% decrease to 599 tonnes CO2e on
a market basis). An accurate baseline for scope 3 emissions
(including business travel, flights, and car allowance) of 347
tonnes CO2e was established in 2022. Previous estimates of
scope 3 emissions have now been disregarded.
As part of the Group’s strategy to reduce GHG emissions,
energy consumption plans or an energy policy is being devel-
oped and implemented in businesses across the Group. Addi-
tionally, business units in Norway
chased guarantees of origin for their electricity consumption.
B2Holding is committed to developing an emission reduction
target in line with the Science-Based Target initiative criteria.
The scope 1 emissions calculation excluded entities in
Estonia, Latvia and Norway, as these sites were not able to
report complete data sets for 2022. For the scope 2 emissions
calculation, entities in Czech Republic, Luxemburg, Norway
and Slovenia were excluded on a similar basis. Total GHG
emissions disclosed in this report represents 97 % of all
Group employees and the Group is committed to gather and
disclose 100 % of its GHG emissions data. All Group entities
have been able to report data for the scope 3 emissions calcu-
lation, which has established a robust and useful baseline.
Tonnes of CO
2
equivalents
Scope Definition 2022 2021
1
All direct Greenhouse Gas (GHG)
emissions from sources that are owned
or controlled by the reporting entity.
409 428
2
Indirect GHG emissions from
con sumption of purchased electricity
(location-based), district heating and
cooling.
458 538
2
Indirect GHG emissions from consump-
tion of purchased electricity (market-
based), district heating and cooling.
599 691
3
Other indirect emissions, including
business
travel (flights) and car
allowance.
347
1) Calculations in the above table are based on the GHG protocol using
emission factors from DEFRA, SSB, IEA and local district heating
providers.
Climate risks
In January 2022, B2Holding conducted a climate risk review
according to the Task Force on Climate-Related Financial
Disclosures (TCFD) recommendations. The review found
that there are some associated indirect climate-related risks in
the Group’s secured debt portfolio, but these risks are considered
low and are partly mitigated through its operations. The full
TCFD disclosure is contained in Annex 3.
CASE 5:
CREATING POSITIVE
ENVIRONMENTAL OUTCOMES
B2Holding’s entity in France, Veraltis Asset Manage-
ment, moved into a new environmentally friendly
building that offers a quality workspace for our
teams in France. The building provides excellent
thermal comfort by using bio-based materials for
insulation, such as cellulose wadding and hemp, and
high-quality glazing, as well as double-flow ventila-
tion. It is well-positioned to take advantage of solar
gain in winter, and alongside rainwater harvesting,
the building will start producing its own energy once
a solar system is installed in 2023.
“These new premises
contribute to the ESG
commitment of B2Holding
towards reducing its environ-
mental impact and improving
working conditions.”
Nicolas da Costa,
CEO Veraltis France
B2Holding ASA Annual report 2022
38
Sustainability report annexes
ANNEX 1: SASB CONSUMER FINANCE
SUSTAINABILITY ACCOUNTING STANDARD (2018)
Sustainability report
TOPIC ACCOUNTING METRIC DISCLOSURE CODE
Customer
Privacy
Number of account holders whose information is used for secondary
purposes
1)
0 FN-CF-220a.1
Total amount of monetary losses as a result of legal proceedings
associated with customer privacy
2)
0 FN-CF-220a.2
Data
Security
(1) Number of data breaches, (2) percentage involving personally
identifiable information (PII), (3) number of account holders affected
3)
(1) 1 IT security incident.
Handled, closed and
recommendations in
place. (2) 0 (3) 0
FN-CF-230a.1
Card-related fraud losses from (1) card-not present fraud and (2)
card-present and other fraud
N/A FN-CF-230a.2
Description of approach to identifying and addressing data security risks N/A FN-CF-230a.3
Selling
Practices
Percentage of total remuneration for covered employees that is
variable and linked to the amount of products and services sold
4)
N/A FN-CF-270a.1
Approval rate for (1) credit and (2) pre-paid products for applicants with
FICO scores above and below 660
5)
N/A FN-CF-270a.2
(1) Average fees from add-on products, (2) average APR, (3) average age of
accounts, (4) average number of trade lines, and (5) average annual fees
for pre-paid products, for customers with FICO scores above and below
660
N/A FN-CF-270a.3
(1) Number of complaints filed with the Consumer Financial Protection
Bureau (CFPB), (2) percentage with monetary or nonmonetary relief,
(3) percentage disputed by consumer, (4) percentage that resulted
in investigation by the CFPB
1) 0 2) 0
3) 0 4) 0
FN-CF-270a.4
Total amount of monetary losses as a result of legal proceedings
associated with selling and servicing of products
6)
0 FN-CF-270a.5
ACTIVITY METRIC DISCLOSURE CODE
Number of unique consumers with an active (1) credit card account and
(2) pre-paid debit card account
7)
N/A FN-CF-000.A
Number of (1) credit card accounts and (2) pre-paid debit card accounts N/A FN-CF-000.B
1) Note to FN-CF-220a.1 – The entity shall describe its policies and procedures regarding the manner in which it discloses the use of customer
data for third party use to customers, including the nature of its opt-in policy.
2) Note to FN-CF-220a.2 – The entity shall briefly describe the nature, context, and any corrective actions taken as a result of the monetary losses.
3) Note to FN-CF-230a.1 – Disclosure shall include a description of corrective actions implemented in response to data breaches.
4) Note to FN-CF-270a.1 – The entity shall describe remuneration policies for covered employees, including the link to products sold, the process
for setting sale targets, and benefits/penalties associated with meeting/missing the targets.
5) Note to FN-CF-270a.2 – The entity shall discuss its strategy for minimising the number of past due and nonaccrual loans in its portfolio.
6) Note to FN-CF-270a.5 – The entity shall briefly describe the nature, context, and any corrective actions taken as a result of the monetary losses.
7) Note to FN-CF-000.A – For joint accounts, the entity shall include the number of customers whose personally identifiable information (PII)
it collects.
During 2022, B2Holding managed over nine million NPL cases
B2Holding ASA Annual report 2022
39
Sustainability report
ANNEX 2: GENERAL DISCLOSURES ON EMPLOYEES
G2, 2-7
Reporting period: 01.01.2022 – 31.12.2022. Figures in Headcount
COUNTRY FEMALE MALE TOTAL
2022 2021 2022 2021 2022 2021
B2Holding ASA 11 10 16 17 27 272 27
Bosnia & Herzegovina 3 4 2 2 5 6
Bulgaria 133 139 59 66 192 205
Croatia 96 111 40 54 136 165
Cyprus 20 19 10 11 30 30
Czech Republic 5 1 1 1 6 2
Denmark 22 28 12 7 34 35
Estonia 15 18 5 5 20 23
Finland 110 109 45 38 155 147
France 72 62 32 26 104 88
Greece 72 76 54 62 126 138
Hungary 15 13 3 3 18 16
Italy 4 8 3 13 7 21
Latvia 58 67 32 34 90 101
Lithuania 31 35 6 4 37 39
Luxembourg 9 9 10 7 19 16
Montenegro 1 1 0 0 1 1
Norway 4 3 4 4 8 7
Poland 348 334 175 181 523 515
Romania 130 155 64 66 194 221
Serbia 5 5 4 4 9 9
Slovenia 6 15 3 3 9 18
Spain 196 240 86 89 282 329
Sweden 35 31 32 40 67 71
Total 1 401 1 493 698 737 2 099 2 230
B2Holding ASA Annual report 2022
40
ANNEX 3: TCFD STATEMENT
Sustainability report
TCFD recommendation
Our progress in 2022
GOVERNANCE
Describe the Board’s oversight of climate-related risks
and opportunities
The Board regularly reviews climate-related risks and opportunities
as part of its overall responsibility for risk governance.
Describe management’s role in assessing and managing
climate-related risks and opportunities
Management regularly reviews climate-related risks and opportunities
as part of its responsibility for enterprise risk management. Climate
risks are included in the enterprise risk management system and will
continue to be updated.
STRATEGY
Describe the climate-related risks and opportunities
the organisation has identified over the short, medium,
and long term
A climate risk review undertaken in 2022 identified a very low level
of physical risk to buildings in the short term. Overall risk was
deemed negligible.
Describe the impact of climate-related risks and
opportunities on the organisation’s business, strategy,
and financial planning
Limited to none.
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2 degree C or lower scenario
Strategy is constantly evolving in response to a wide range
of issues and ability to adapt to predicted future scenarios.
RISK MANAGEMENT
Describe the organisation’s processes for identifying
and assessing climate-related risks
Executive management meets to identify and assess
climate-related risks
Describe the organisation’s processes for managing
climate-related risks
A range of approaches are used for managing climate-related
risks, including monitoring, mitigation, and adaptation.
Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management
Risk management approach to climate-related risks has been
updated and incorporated into board and management processes.
METRICS AND TARGETS
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk process
GHG emissions are measured in carbon dioxide equivalents.
Other metrics are being developed for risk measurement.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3,
greenhouse gas (GHG) emissions, and the related risks
See climate and emission reporting in the Environmental section
of the ESG report.
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
GHG emission reduction targets are currently being set in alignment
with the company’s commitment to a Science Based Target.
B2Holding ASA Annual report 2022
41
ANNEX 4: GRI INDEX
DISCLOSURE PAGE LOCATION
2-1 Organizational details 3-5 b2holding.no/About, b2holding.no/Markets
2-2 Entities included in the organization’s sustainability
reporting
5 b2holding.no/About/Our-Markets
2-3 Reporting period, frequency and contact point 41 Annual reporting for the reporting period: 01.01.2022 to 31.12.2022.
Published: April 2023.
Contact point: María Haddad Sanchez de Cueto, [email protected]
2-4 Restatements of information 41 None
2-5 External assurance 41 None
2-6 Activities, value chain and other business relationships
3-5 b2holding.no/About
2-7 Employees 39 Sustainability report: Annex 2 Employees
2-8 Workers who are not employees 41 B2Holding had 88 workers (head count) who are not employees. These
are temporary workers, mainly phone agents, from external recruitment
agencies.
2-9 Governance structure and composition 53 Corporate governance report: b2holding.no/About/Board-of-Directors,
b2holding.no/governance, b2holding.no/Investors/The-share/Manage-
ment-shareholdings.
There are no employees represented in the Board
2-10 Nomination and selection of the highest
governance body
42-53 Corporate governance report: b2holding.no/About/Board-of-Directors,
b2holding.no/governance
2-11 Chair of the highest governance body 45-53 The chair is not a senior executive in B2Holding.
b2holding.no/About/Board-of-Directors
2-12 Role of the highest governance body in overseeing
the management of impacts
28 Sustainability report: Accountable ESG Governance and management
2-13 Delegation of responsibility for managing impacts 28 Sustainability report: Accountable ESG Governance and management
2-14 Role of the highest governance body in
sustainability reporting
41 The ESG strategic plan, materiality review and ESG strategy goals
are presented to and approved by the Board.
2-15 Conflicts of interest - b2holding.no/About/Code-of-Conduct
2-16 Communication of critical concerns - b2holding.no/Governance
2-17 Collective knowledge of the highest governance
body
- b2holding.no/About/Board-of-Directors
2-18 Evaluation of the performance of the highest
governance body
29-44 Sustainability report
2-19 Remuneration policies 51 Instructions for the Remuneration Committee (b2holding.no), b2holding.
no/Investor-Relations/Corporate-governance/Remuneration-Policy
2-20 Process to determine remuneration 51 Instructions for the Remuneration Committee (b2holding.no),
b2holding.no/Investor-Relations/Corporate- governance/Remuneration- Policy
2-21 Annual total compensation ratio - Average gross annual base pay of local entity CEOs is 3.96 times average
gross annual base pay for B2Holding in total.
2-22 Statement on sustainable development strategy 26 Sustainability report: CEO statement
2-23 Policy commitments 43 Sustainability Report: Annex 5 B2Holding ESG Policies
2-24 Embedding policy commitments 43 Sustainability Report: Annex 5 B2Holding ESG Policies
2-25 Processes to remediate negative impacts 43 Sustainability Report: Annex 5 B2Holding ESG Policies. Policies include
processes to remedy or mitigate negative impacts where applicable
2-26 Mechanisms for seeking advice and raising concerns
-
Sustainability report: ESG is integrated into the buisness model of B2Holding
2-27 Compliance with laws and regulations - B2Holding has not received any fines, nor sanctions of instances of
non-compliance with laws and regulations in 2022.
2-28 Membership associations 44 Sustainability Report: Annex 6
2-29 Approach to stakeholder engagement 28 Sustainability report
2-30 Collective bargaining agreements - 57 % of B2Holding's employees are covered by a collective bargaining
agreement (CBA).
Sustainability report
B2Holding ASA Annual report 2022
42
Sustainability report
DISCLOSURE PAGE LOCATION
GRI 3: Material
Topics 2021
3-1 Process to determine material topics 28 Sustainability report: Double materiality assessed in 2022
3-2 List of material topics 28 Sustainability report: Double materiality assessed in 2022
GRI 3: Material
Topics 2021
3-3 Management of material topics 32 Sustainability report: Social: Fair treatment and satisfaction
of customers
GRI 416: Customer
Health and Safety
2016
416-1 Assessment of the health and safety
impacts of product and service categories
32 Sustainability report: Fair treatment and satisfaction of customers
416-2 Incidents of non-compliance con-
cerning the health and safety impacts of
products and services
32 Sustainability report: Ensuring customer satisfaction and
a ddressing complaints
GRI 3: Material
Topics 2021
3-3 Management of material topics 30-31 Sustainability report: Data Privacy and Cybersecurity
GRI 418: Customer
Privacy 2016
418-1 Substantiated complaints concerning
breaches of customer privacy and losses
of customer data
- The company has received three substantiated complaints
GRI 3: Material
Topics 2021
3-3 Management of material topics 27-28
Sustainability report: Transparent and effective management of ESG
GRI 205:
Anti-corruption
2016
205-1 Operations assessed for risks relat-
ed to corruption
30 Sustainability report: Ethical business practices are embedded at
B2Holding - Whistleblowing
205-2 Communication and training about
anti-corruption policies and procedures
30
Sustainability report: Transparent and effective management of ESG
92 % have received the organisation’s anti-corruption policies
(Code of Conduct)
205-3 Confirmed incidents of corruption
and actions taken
30
Sustainability report: Transparent and effective management of ESG
Zero incidents of corruption
GRI 3: Material
Topics 2021
3-3 Management of material topics 33-36 Sustainability report: Attractive and sustainable work
environment
GRI 404: Training
and Education 2016
404-1 Average hours of training per year
per employee
34 Sustainability report: Training and development.
On average 15 hrs/employee
404-2 Programs for upgrading employee
skills and transition assistance programs
34 Sustainability report: Training and development.
404-3 Percentage of employees receiving
regular performance and career develop-
ment reviews
34 Sustainability report: Training and development
46 % of B2Holding’s employees
GRI 3: Material
Topics 2021
3-3 Management of material topics 31 Sustainability report: Responsible acquisitions of portfolios and
partnerships
Custom
Significant investment agreements and
contracts that include environmental
clauses or that underwent environmental
screening
31 4 %. Only real estate related contracts contain environmental
clauses. Due to the nature of the business, where environmental
issues (no industrial activity, etc) are unlikely to occur, B2Holding
currently have a limited screening process for environmental
clauses.
GRI 412: Human
rights assessment
2016
412-3 Significant investment agreements
and contracts that include human rights
clauses or that underwent human rights
screening
34 Sustainability report: Responsible acquisition of portfolios and
partnerships. At least 42 % of significant investment agreements
underwent or include human rights clauses. These are related to
the Groups main activity as an NPL investor.
GRI 3: Material
Topics 2021
3-3 Management of material topics 34-36 Sustainability report: Human Rights
GRI 412: Human
rights assessment
2016
412-2 Employee training on human rights
policies or procedures
34-36 93 % of all employees
GRI 3: Material
Topics 2021
3-3 Management of material topics 33-34 Sustainability report: Diversity and inclusion
GRI 405: Diversity
and Equal
Opportunity 2016
405-1 Diversity of governance bodies
and employees
33-34
Sustainability report: Attractive and sustainable work environment
The Board of Directors have three women and four men.
405-2 Ratio of basic salary and
remuneration of women to men
33-34 Sustainability report: Diversity and inclusion
B2Holding ASA Annual report 2022
43
DISCLOSURE PAGE LOCATION
GRI 406: Non-
discrimination 2016
406-1 Incidents of discrimination and
corrective actions taken
- There where no reported incidents of discrimination in 2022
GRI 3: Material
Topics 2021
3-3 Management of material topics 33-37
Sustainability report: Attractive and sustainable work environment
GRI 403: Occupa-
tional Health and
Safety 2018
403-6 Promotion of worker health 33 50 % of the entities have some form of worker health promotion
403-10 Work-related ill health 33 i) No fatalities reported as a result of work-related ill health;
ii) Six cases recordable work-related ill health, mainly as "in itinere"
accidents on the way to work
GRI 3: Material
Topics 2021
3-3 Management of material topics 37 Sustainability report: Climate change
GRI 305:
Emissions 2016
305-1 Direct (Scope 1) GHG emissions 37 Sustainability report: Climate change
305-2 Energy indirect (Scope 2) GHG
emissions
37 Sustainability report: Climate change
TCFD 40 Sustainability report: Climate change
ANNEX 5: ESG POLICIES
B2Holding has policies that govern how the Group handles ESG issues. These policy
commitments apply not only to all employees of the Group but to all business partners,
including vendors, clients, suppliers, investors, and any other third party with whom
B2Holding conducts business, where applicable. Copies of the policy documents are
available upon request from the company:
• Sustainability Policy
• Environmental and Sustainable Procurement Statement
• Labour and Human Rights Statement
• Responsible marketing and sales Statement
• Supplier Diversity Statement
• Political and Religious involvement Statement
• Group Business Partner Code of Conduct
• Group Related Party Transaction Policy
• Occupational Health and Safety Statement
• Customer Fair Treatment Policy
• Code of Conduct
• Group Compliance Policy
• Group Whistleblowing Policy
• Group Anti-Corruption and Bribery Policy
• Group Anti-Money Laundering, Counter Terrorist Financing and Sanction Policy
• Group GDPR Policy
• Instructions for Handling Inside Information and rules for Primary Insiders
• Investment Approval Policy
• Group Transaction Team memo - Covid-19 and contractual impact
• Tax Policy
• Transfer Pricing Policy
• Information Security Policy
B2Holding ASA Annual report 2022
44
ANNEX 6: MEMBERSHIP IN ORGANISATIONS
COUNTRY ORGANISATION
1 Bosnia & Herzegovina Asset Management and Collection Association of BiH
2 Bulgaria Receivables Management Association
3 Cyprus Association of credit Acquiring Companies
4
Denmark
Danish Business Association
5 TCM Group
6 Danish Debt Collection Association
7
Finland
Service industry employers' association Palta
8 Finnish Association of Collection Agencies
9
France
FIGEC
10 Confederation of Small and Medium-sized Enterprises
11 Greece National collective agreement
12 Hungary Hungarian association of debt managers and business information providers
13
Latvia - Creditreform
The association of credit and collection professionals (ACA International)
14 Debt collectors' association of Latvia
15 Latvian Chamber of Commerce and Industry (LCCI)
16 Creditreform International
17 Lithuania Association of Lithuanian Credit Management Companies
18
Norway
Finanstilsynet (Financial authorities)
19 Virke Inkasso
20 B2B Arena
21 Næringslivsforeningen Ålesund
22
Poland
The Lewiatan Confederation
23 The Association of Financial Enterprises in Poland (ZPF)
24
Spain
Asociación Española de Compliance
25 Asociación Española de Empresas contra el Fraude
26 Asociación Nacional Entidades Gestión Cobro
27 Asociación Nacional Establecimientos Financieros de Crédito
28 Cámara de Comercio Hispano Noruega
29 Club de Gestión de Riesgos de España
30
Sweden
Nova användarförening
31 Västsvenska Handelskammaren (The West Sweden Chamber of Commerce)
32 Svenska kreditföreningen (The Swedish Credit Management Association)
33 Svensk Inkasso Medlemsservice (Swedish Debt Collection Association)
34 Forum för dataskydd (Data Protection Forum)
Sustainability report
B2Holding ASA Annual report 2022
45
Corporate governance
04
B2Holding ASA Annual report 2022
46
Corporate governance
Corporate governance
B2Holding’s Board of Directors (“the Board”) considers good
corporate governance a prerequisite to creating and retaining
long term value for the shareholders. Through efficient corporate
governance the company ensures healthy and sustainable
business practices, reliable financial reporting, and an environment
of adherence to legislation and regulation across the Group.
B2Holding complies with all sections of the Code, with the
following exception (section 14, Take overs): The Group
has not found it appropriate to draw up any explicit basic
principles for B2Holding’s conduct in the event of a takeover
bid, other than the actions described in section 14 and what
follows from the relevant applicable regulatory framework.
1. IMPLEMENTING AND REPORTING ON
CORPORATE GOVERNANCE
B2Holding has implemented several policies setting out
the principles on how business should be conducted. These
policies and principles apply throughout the entire Group.
The core foundation of the Group’s corporate governance
relies on:
• Vision: The leading trusted partner that actively re-shapes
the credit management industry,
• Mission: “Bridging the gap” - Contribute to handling
society’s debt problems through our business solutions,
bridging the gap that defaulted debt represents in the
credit chain.
• Core values: Agility, Integrity, Diversity, Excellence and
Responsibility (AIDER).
The Board actively adheres to corporate governance
standards and will ensure that B2Holding complies with the
requirements of section 3-3b of the Norwegian Accounting
Act and the Code. B2Holding’s Corporate Governance
Principles are subject to annual review and discussion
by the Board and can be found on the company’s webpage.
As a Norwegian public limited liability company, B2Holding
ASA (“B2Holding”), and by extension the consolidated group
of entities owned by B2Holding (“the Group”), is subject to the
corporate governance reporting requirements set out in Section
3-3b of the Norwegian Accounting Act, the Norwegian Public
Limited Liability Companies Act, and to the Norwegian Code of
Practice for Corporate Governance (“the Code”) issued by NUES,
- Norsk Utvalg for Eierstyring og Selskapsledelse, freely available
at lovdata.no and nues.no.
B2Holding’s shares and its two bond loans are listed on Oslo
Børs. To this effect, the company is held to the rules laid down in
Section 4.4 and Section 6.3.6 the Oslo Børs Rulebook II – Issuer
Rules (“the Rulebook”)
This report constitutes an integral part of the Directors’
report. B2Holding endorses the Code, and this report follows
the system used in the Code and its “comply or explain”
methodology.
B2Holding ASA Annual report 2022
47
Corporate governance
2. BUSINESS
B2Holding’s corporate objective, as stated in its articles
of association available at the company’s webpage, is:
“…investment, participation, and administration of other com-
panies within the business of investment in, administration of and
collection of receivables and other thereto related business.”
The Group is one of the leading players in the European
debt purchase and debt collection industry and has approxi-
mately 2,000 employees operating in 22 countries. The Group
endeavours to be a trusted partner that actively re-shapes the
credit management industry and strives to maintain a top tier
market position in its respective markets for non-performing
loans. The Group’s objectives, strategies, risk profiles and
goals are assessed and evaluated annually.
Being a trusted partner includes investing in portfolios that
generate positive effects for the local banking sector and the
local non-banking industries in general. B2Holding believes
that such commitment will generate financial results both
for the stakeholders but also yield positive social effects for
broader society.
In pursuing the recommendations of the Code, the Board,
the CEO, and B2Holding’s Group Executive Management
(“the Management”) contribute to achieving the following
objectives:
• Openness and transparency in communication with
the stakeholders,
• Independence between the Board, the Management,
and the shareholders to ensure decisions are made
on an unbiased and neutral basis,
• Equal treatment and equal rights for all shareholders, and
• Adequate routines and systems for internal control, risk
management, and sound corporate governance mechanisms
to secure predictability, B2Holding’s fundamental values
and ethical guidelines, and to reduce the level of risks for
our stakeholders.
The Code recommends that the business should create value
for its shareholders in a sustainable manner. The Board has,
in accordance with the recommendation, adopted a Sustain-
ability Policy.
B2Holding acknowledges its impact on environmental,
social and governance (“ESG”) issues, and its role in achieving
sustainable development goals, and has focused efforts on
sustainability.
The company believes that sustainability starts with
corporate culture, translating into values and a committed
approach to doing business. In line with values of integrity
and responsibility, B2Holding is committed to considering
the climate and the environment, social conditions, and cor-
porate governance in all its activities.
B2Holding is committed to preventing and remedying any
infringement of human or labour rights, corruption, serious
environmental harm, or other highly unethical actions. For
further information, see the Sustainability Report which
constitutes an integrated part of the Directors’ Report.
3. EQUITY AND DIVIDENDS
The Board monitors the company’s and overall Group’s
capital structure regularly and will take adequate steps should
it become apparent that the company’s equity or funding
structure should no longer be appropriate to its objective
and risk profile.
B2Holding strives to have a clear and predictable dividend
policy. The Dividend Policy forms the basis for the Board’s
proposals to the Annual General Meeting on dividend
payments and is available on the company’s webpage.
In deciding whether to propose a dividend and in deter-
mining the dividend amount, the Board considers both
the applicable legal restrictions, such as set out in the Public
Limited Liability Companies Act as well as the liquidity and
future capital requirements. This assessment includes liquidity
and solidity risk, market opportunities, timing effect from
portfolio recoveries, financial covenants, general business
conditions and any capital restrictions at the time of the
dividend to be assessed and paid.
The Dividend Policy approved by the Board on 27 April
2023 aims for shareholder returns of 50% of the Group’s
adjusted net profit (both in cash and in distribution in kind as
share buy-back programmes of treasury shares).
Distributions through dividends or share buy-back
programme can only be initiated by the Board based on the
authorisation from the Annual General Meeting on one or
several occasions limited to the framework of the last annual
accounts.
Any mandates granted to the Board by the General Meeting
to increase the company’s share capital will be restricted
to the defined purposes. Mandates granted to the Board to
increase the share capital or purchase treasury shares are
limited in time and shall not last beyond the date of the next
relevant Annual General Meeting.
On 24 May 2022, the Annual General Meeting gave the
Board the following authorisations: 1) to increase the share
capital to honour options granted by the company and 2)
to increase the share capital in connection with acquisitions
and raising equity, and 3) authorisation to increase treasury
shares as described in section 4 below.
B2Holding ASA Annual report 2022
48
Corporate governance
4. EQUAL TREATMENT OF SHAREHOLDERS
B2Holding maintains only one class of shares. Each share
carries one vote, and all shares carry equal rights, including
the right to participate and vote in general meetings.
All shareholders are treated on an equal basis unless there
are justified grounds approved by the general meeting
allowing for different treatment.
In the event of an increase in share capital through the
issuance of new shares, a decision to waive existing share-
holders’ pre-emptive rights to subscribe to shares could be
justified. Where the Board resolves to issue shares and have
the pre-emptive rights of existing shareholders waived, this
necessitates authorisation from the company’s general meet-
ing. Such authorisation and justification will be disclosed in
a stock exchange announcement in connection with the share
issuance.
Any transactions carried out by B2Holding involving its
own shares will be carried out through the stock exchange,
at the prevailing stock exchange rates, and subject to on-going
disclosure through stock exchange announcements.
Pursuant to the Public Limited Liability Companies Act,
the general meeting may grant the Board a mandate to acquire
own shares with a total nominal value of up to 10% of the
share capital. Such share buy-backs may be organised under
the structured “safe harbour” exemption rules or through
external bank mandate.
On 24 May 2022, the Annual General Meeting authorised
the Board to initiate a second share buy-back programme
with a total nominal value of up to NOK 4,011,648, equal-
ling 10% (rounded) of the share capital. The purpose of
the programme is to reduce the capital of the company. The
programme commenced on 27 May 2022 with an authori-
sation valid to the Annual General Meeting in 2023. In total
14,184,000 treasury shares at an aggregated amount of NOK
117,882,908 (average NOK 8.31 per share) were acquired
under the programme at the end of December 2022.
5. SHARES & NEGOTIABILITY
The shares of B2Holding are freely negotiable with one class
of shares and the company’s Articles of Association do not
contain any form of restriction on any party’s ability to own,
trade or vote for shares in the company. Each share carries
one vote.
6. GENERAL MEETINGS
The general meeting is convened, in accordance with chap-
ter 5 of the Public Limited Liability Companies Act, by the
Board. Notice to the shareholders is given no less than three
weeks prior to the general meeting, and the registration
deadline is set as close as possible to the date of the general
meeting.
B2Holding’s Articles of Association, as well as the Public
Limited Liability Companies Act, provide the Board with
the option to hold a general meeting as a physical meeting
or as an electronic meeting. Based on the experience from
the last two Annual General Meetings (considering the Covid
pandemic at the time), and from the perspective of treating
shareholders equally, the Board decided to conduct the next
Annual General Meeting as an online meeting.
All shareholders listed in the shareholders’ register on
the day prior to the Annual General Meeting are entitled
to participate at the Annual General Meeting either in
person or by proxy and ask questions and vote relative to
their respective shareholdings. Shareholders can vote on
each individual matter, including on each individual
candidate nominated for election.
B2Holding’s corporate governance principles state that
(annual) general meetings shall conform to the steps and
processes described in both the Code and the Public Limited
Liability Companies Act. This includes among others, dis-
tributing sufficiently detailed and comprehensive information
allowing the shareholder to form a view on relevant matters.
Shareholders who are unable to attend a general meeting
will be given the opportunity to vote by proxy or cast their
votes by electronic means. B2Holding will in this respect
provide information on the procedure for voting by proxy,
for nominating a person to vote on behalf of shareholders
as their proxy, and to vote by electronic means.
A proxy form will be prepared and made available, which
shall be set up so that it is possible to vote on each of the
items on the agenda and for candidates that are nominated
for election, one by one.
The Chair of the Board, the CEO and the Chair of the
Nomination Committee are present at the general meeting.
The Board will ensure that the general meeting is able to
elect an independent chair to the meeting. Board members
are encouraged to attend the general meetings.
7. NOMINATION COMMITTEE
In accordance with its Articles of Association, B2Holding
has established a Nomination Committee.
The Annual General Meeting elects the members as well
as the Chair of the Nomination Committee for a period of
two years and determines their remuneration.
The Nomination Committee is independent from the Board
and the Management. The CEO and other members of the
Management are not members of the Nomination Committee.
The objectives, responsibilities and functions of the Nom-
ination Committee follow the rules and standards generally
applicable to the Group and are described in “Instructions
for the Nomination Committee” as disclosed on the company’s
webpage. The Annual General Meeting adopts the Instructions
for the Nomination Committee.
B2Holding ASA Annual report 2022
49
Corporate governance
The Nomination Committee submits recommendations to
the Annual General Meeting for candidates for the election
of (a) members to the Board, (b) the Chair of the Board, (c)
members and chair of the Nomination Committee, (d) other
sub-committees of the Board, (e) and recommendations as
to the remuneration for the Board and the Nomination
Committee.
The Nomination Committee’s recommendations take into
account the guidelines in section 8 of the Code regarding the
composition and independence of the Board.
Recommendations of candidates to the Nomination Com-
mittee shall ensure a broad cross-section of the shareholders
as well as a balance regarding independence.
Recommendations from the Nomination Committee
include motivated grounds, justifications and particularly
include information on each candidate’s competence, experience,
capacity, and independence. They consider ownership interests
in the company, assignments carried out for the company, and
assignment for other companies and organisations.
To carry out its monitoring as effectively as possible, the
Nomination Committee has individual discussions with the
members of the Board and the CEO.
8. BOARD: COMPOSITION AND INDEPENDENCE
In accordance with the Code and B2Holding’s corporate
governance principles, the majority of the Board members are
independent of the company’s Management, material business
contracts or material business connections, and do not have
specific engagements towards the company other than their
duties as Board members. Consideration is given to gender
composition of the Board, with three female and four male
Board members.
B2Holding’s corporate governance principles outline
“a major shareholder” as a shareholder who owns or controls
10 % or more of the company’s shares. Five of the seven
Board members are independent of the company’s largest
shareholders. One board member represents a major share-
holder and one board member represents a large shareholder.
No members of B2Holding’s Management are members
of the Board.
The Chair of the Board is elected by the Annual General
Meeting. Board members are elected for up to two years and
may be re-elected.
B2Holding’s annual report provides information regarding
the expertise of the members of the Board, as well as information
on their history of attendance at board meetings. The annual
report highlights the members of the Board who are independent.
Members of the Board are encouraged to own shares
in B2Holding. Board shareholdings are disclosed on the
company’s webpage.
9. WORK OF THE BOARD
In accordance with the Public Limited Liability Companies
Act, the Board bears the ultimate responsibility for the com-
pany’s Management, and for the supervision of the company’s
day-to-day management and activities in general.
The Board’s responsibility includes insuring that the activities
of the Management are organised in a sound manner, drawing
up plans and in relation to the activities of the company,
keeping itself informed of the company’s financial position,
and ensuring that the company’s accounts and assets (and
management thereof ) are subject to adequate control.
The Board has issued “Board of Directors Rule of Procedure”
(the “Rules”) which reflect the above responsibilities and
regulate the activities of the Board. In addition, the Board
has issued a separate instruction to the CEO which particularly
focuses on a clear internal allocation of responsibilities and
duties, as well as on providing the Board with sufficient, accurate,
relevant, and timely information to carry out its duties.
These instructions include how the Board and Management
shall handle agreements with related parties, including
amongst others whether independent valuations must be
obtained. The Board shall present any such agreements in
the Directors’ report. In matters where the Chair of the Board
is personally involved, the Board’s consideration of such mat-
ter is chaired by another member of the Board.
Independent valuations are procured for transactions
between Group companies, when any of those involved
companies have minority shareholders.
In the event of material transactions between B2Holding
and its shareholders, a shareholder’s parent company, members
of the Board, executive personnel of the Group or close
associates to any such party, the Board will arrange for an
independent third-party valuation.
The Board has introduced a Group Related Party Transactions
Policy applicable for all Group entities, employees and for the
Board itself which is available on the company’s webpage.
The objectives, responsibilities and functions of the Board
and the CEO are reviewed annually and remain in compli-
ance with the rules and standards applicable to the Group.
Audit Committee
The Board has established an audit committee whose duties
and composition follow the Public Limited Liability Companies
Act and the Rulebook Section 3.1.3.6, available on lovdata.no
and Euronext Oslo Børs.
The Audit Committee is a working and preparatory com-
mittee for the Board, preparing matters and acting in an ad-
visory capacity. There are separate Instructions for the Audit
Committee, available on the company’s webpage.
The members of the Audit Committee are elected by and
from the members of the Board for a two-year term. The
Audit Committee members must have the overall competence
B2Holding ASA Annual report 2022
50
Corporate governance
required to fulfil their duties based on the organisation and
operations of the Group.
At least one member of the Audit Committee should be
competent in respect of finance and audit and be independent
from the Group. The majority of the members are indepen-
dent of the Management and other business relations.
The objectives, responsibilities, and functions of the Audit
Committee are reviewed annually and follow rules and stand-
ards applicable to the Group described in the Instructions for
the Audit Committee.
Remuneration Committee
The Board has established a Remuneration Committee,
as a preparatory and advisory committee for the Board in
questions relating to remuneration of the Management.
Separate Instructions for the Remuneration Committee
are available on the company’s webpage.
The purpose of the Remuneration Committee is to ensure
thorough and independent preparation of matters relating
to the remuneration of the Management.
The Remuneration Committee puts forth a recommendation
for the Board’s guidelines and report for remuneration to
senior executives in accordance with sections 6-16a and 6-16b
of the Norwegian Public Limited Liability Companies Act.
The members of the Remuneration Committee are elected
by and from the members of the Board for a two-year term
and shall be independent of the Management.
The objectives, responsibilities and functions of the
Remuneration Committee are reviewed annually and follow
rules and standards applicable to the Group described in the
Instructions for the Remuneration Committee.
The Board provides the details for the appointment of Board
committees in the annual report.
Annual evaluations
The Board evaluates its performance and expertise annually.
At the end of each Board meeting, the Board has a separate
agenda item where the Board, without the Management pres-
ent, may discuss matters and assessments that support and
complements the annual review of its work.
10. RISK MANAGEMENT & INTERNAL CONTROL
As a part of B2Holding’s risk management, the Board conducts
quarterly reviews of the most important areas of exposure to
risk, compliance, and sustainability. B2Holding shall comply
with all laws and regulations that apply to the Group’s business
activities and must not be associated with operations that
could harm its reputation.
The Board has adopted a risk profile and appetite as further
set out in the governing documents below, and has approved
policies and guidelines in the following areas to support its
objectives in respect of internal control and risk management:
• Ethics, Code of Conduct
• Environmental, Social and Governance (Sustainability)
• Risk management
• Compliance, including Group policies covering anti-
corruption and anti-bribery, anti-money laundering, counter
terrorist financing and sanctions, and whistleblowing
• Financial management, including guidelines for quality
assurance of financial reporting
• People and organisation, including guidelines for variable
remuneration
• Communication and investor relations
• Related party transactions
The company reports and follows up on risk exposures in all
business areas in a controlled and consistent manner, managed
by the Group Chief Risk Officer. Currency and interest rates
exposure are regularly monitored with hedging arrangements
assessed and modified in accordance with the Group’s hedging
policy to continuously minimise these risks.
The investment process when acquiring non-performing
loans throughout the Group is centrally lead by the Chief
Investment Officer and an Investment Committee which is
headed by the CEO and follows investment thresholds and
the authorisations delegated by the Board.
Additionally, the company’s Group Legal, Compliance
and HR Officer has separate functions and departments for
respectively legal, compliance and human resources, that con-
sistently follows up on related risk and compliance exposures
in the business areas.
To support the risk management principles, B2Holding has
a Group Internal Auditor reporting to the Board through the
Audit Committee.
B2Holding has implemented a Business Partner Code of
Conduct, Customer Fair Treatment Policy, Health Safety
Statement and Human Right Political and Religious Involvement
Policy, available on the company’s webpage. For further infor-
mation see the Sustainability report for 2022 which is an
integrated part of the Director’s report.
The company shall focus on frequent and relevant man-
agement reporting to the Board of both operational, financial,
and non-financial matters with the purpose of ensuring that
the Board has sufficient and relevant information for deci-
sion-making and is able to respond quickly and balanced to
changing conditions.
The Board is providing an account of the main features of
the company’s internal control and risk management systems
as they relate to the company’s financial reporting. This
account must include sufficient and properly structured infor-
mation to make it possible for shareholders to understand
how the company’s internal control system is organised.
B2Holding ASA Annual report 2022
51
Corporate governance
The Group’s Internal Audit function is an independent review
function that reports directly to the Board via the Audit Com-
mittee (“Group Internal Audit”). The role of Group Internal
Audit is to provide independent reasonable assurance to the
Board and the CEO of the effectiveness of internal control,
risk management and the Group’s governing processes. Group
Internal Audit provides advice to the Management and the
Board regarding how the risk management and internal
control environment can be improved and how risks can be
managed. Group Internal Audit receives its instructions from
the Board via the Audit Committee, which approves Group
Internal Audit’s annual plans and budgets and quarterly
written reports.
For further information, see the Risk management report
which constitutes an integrated part of the Directors’ report.
11. REMUNERATION OF THE BOARD
The remuneration of the Board is proposed by the Nomination
Committee and approved by the company’s shareholders at
the Annual General Meeting. The level of remuneration reflects
the Board’s responsibility, expertise, the complexity of the com-
pany, as well as time spent and the level of activity in both the
Board and Board committees. The remuneration of the Board
is not linked to the Group’s performance, and share options
are not granted to members of the Board.
Board members, or companies associated with Board
members, do not engage in specific assignments for B2Holding
outside of their appointments as members of the Board. In
cases where there are special grounds, consideration may be
presented to the Nomination Committee upon recommendation
from the Board.
The Nomination Committee may, in its discretion, submit
proposals to the Annual General Meeting.
The remuneration paid to the Chair of the Board is deter-
mined separately from that of the other Board members.
Any considerations paid to members of the Board in addition
to their board remuneration, are identified in the separate
Remuneration report for 2022.
There is no additional remuneration paid to members of
the Board, except for the remuneration approved by the
Annual General Meeting on 24 May 2022.
Details of all elements of the remuneration and benefits to
each member of the Board are disclosed in the Remuneration
report. This is available on the company’s webpage and is
attached to the notice for the Annual General Meeting.
12. REMUNERATION OF EXECUTIVE PERSONNEL
B2Holding’s arrangements in respect of salary and other
remuneration should help ensure that the executive personnel
and shareholders have convergent interests and should be
kept simple. Performance-related remuneration should be
subject to an absolute limit.
Both the Remuneration Policy and any guidelines on fixed
remuneration and other types of remuneration for executive
personnel that are submitted to the Annual General Meeting,
are made available to the shareholders in the notice for the
Annual General Meeting. The Remuneration Policy and the
Remuneration report are available on the company’s webpage
in accordance with sections 6-16a and 6-16b of
the Norwegian Public Limited Liability Companies Act.
B2Holding’s Remuneration Policy aims to support the
Group’s values and strategy. The total remuneration to the
CEO and other senior executives consists of a fixed remuneration,
a variable remuneration, a long-term incentive programme,
and other fringe benefits and pension arrangements.
The performance-related remuneration for the Manage-
ment in the form of variable remuneration and a long-term
incentive programme is designed, through quantifiable factors
which the employee may influence, to enhance value creation
for our shareholders or the company’s profit over time.
The Remuneration Policy as of 20 May 2021 caps perfor-
mance-related variable remuneration to 35% of fixed remu-
neration. Deviations from the policy are subject to Board
consideration. The long-term incentive programme is based
on granting share-options on an annual basis vesting with
one-third on each of the first, second and the third year. The
Board has considered it inappropriate to practice a general
right to demand the repayment of any performance-related
remuneration of granted variable remuneration for a single
year unless required for compliance with regulations. The
senior executives’ performance related
key performance indicators for 2022 included financial targets.
13. INFORMATION & COMMUNICATIONS
The company provides timely, comprehensive, and precise
information to its shareholders and the financial markets in
general. Such information is given out in the form of annual
and quarterly reports, capital market days, stock exchange
releases, and investor presentations, and is distributed in
accordance with the principle of equal treatment of all share-
holders and with the aim to provide an accurate and transparent
picture of our share.
Unless exceptions apply, the company promptly discloses
all information in accordance with the European Market
Abuse Regulation and the Norwegian Securities Trading
Act. Separate guidelines have been drawn up for the proper
handling of inside information, which are available on the
B2Holding ASA Annual report 2022
52
Corporate governance
company’s webpage.
The company provides information about certain events,
decisions by the Board and the Annual General Meeting
concerning dividends, amalgamations, mergers/demergers or
changes to the share capital, the issuing of subscription rights,
convertible loans and all agreements of major importance
that are entered into by the company and related parties.
In addition to the Board’s dialogue with the shareholders
in the Annual General Meetings, the Board makes suitable
arrangements for shareholders to communicate with the
company at other given times. These are based on the principle
of equal treatment of shareholders.
14. TAKE-OVERS
In a take-over process, the Board and Management each have
an individual responsibility to ensure that B2Holding’s share-
holders are treated equally and that there are no unnecessary
interruptions to the Group’s business activities. The Board has
a particular responsibility in ensuring that the shareholders
have sufficient information and time to assess the offer and
not hinder the take-over bids for the company’s activities or
shares.
The Board will not (a) seek to hinder or obstruct any takeover
bid for the company’s operations or shares unless there are
reasons for doing so, (b) undertake any actions intended to
give shareholders or others an unreasonable advantage at the
expense of other shareholders or the company, or (c) insti-
tute measures with the intention of protecting the personal
interests of its members at the expense of the interests of the
shareholders.
In the event of a take-over bid, the Board will, in addition
to complying with relevant legislation and regulations, comply
with the recommendations in the Code. This includes obtaining
a valuation from an independent expert. On this basis, the
Board will make a recommendation as to whether the share-
holders should accept the bid or not.
Deviations from the Code:
There are no other written guidelines for procedures to be
followed in the event of a take-over bid. The Group has not
found it appropriate to draw up any explicit basic principles
for B2Holding’s conduct in the event of a take-over bid, other
than the actions described above and what follows from the
relevant applicable regulatory framework. The Board other-
wise concurs with what is stated in the Code.
15. AUDITOR
The auditor is invited to and participates in the meeting(s)
of the Board and the Audit Committee where any of the
following topics are on the agenda: the annual accounts, the
quarterly reports, accounting principles, assessment of any
accounting estimates and matters of importance on which
there has been disagreement between the auditor and the
Management and/or the Audit Committee, weaknesses
identified by the auditor, and proposals for improvement.
The Audit Committee and the Board holds a meeting with
the auditor at least once a year at which no representative of
the Management is present. The Board ensures that the auditor
presents the main features of his audit plan to the Audit Committee
and the Board.
To strengthen the Board’s work on financial reporting and
internal control, the auditor is required by the EU’s Audit
Regulation to submit an annual additional report to the Audit
Committee in which it declares its independence and explains
the results of the statutory audit carried out by providing a
range of information about the audit. The Auditors Act sets
out requirements for the independence and objectivity of the
auditor.
The Audit Committee has on behalf of the Board specified
the Management’s routines for using the auditor for non-audit
services for the purpose of maintaining the independency of
the auditor in accordance with the Norwegian Auditor Act.
The auditor communicates in writing with the Board on
all matters brought to light by the audit of which the Board
should be apprised to be able to discharge its responsibility
and functions, including significant deficiencies in the company’s
internal control, breaches of the bookkeeping rules and other
legal requirements and identified irregularities. The auditor
shall indicate the nature of any such matter and what con-
sequences it may have for the audit if the matter is not acted
upon. The auditor shall number their written documentation.
The Board reports the remuneration paid to the auditor to
the shareholders at the Annual General Meeting.
B2Holding ASA Annual report 2022
53
Corporate governance
Governing bodies in the B2Holding group
Nomination
Committee
General
Meeting
Verification
& statements Proposal
AppointmentAppointment
Information
External
Auditor
Internal
Audit
Board of Directors
Audit
Committee
Remuneration
Committee
Guidelines/
Policy
Objectives &
risk parameters
CEO
Group
functions
Investment
Committee
Corporate Sustainability
Integration Committee
Heads of
business lines
The Board has principal responsibility for the company’s
business activity, which includes ensuring that operations,
financial reporting, and asset management are subject to
adequate control. Separate instructions have been established
for the Board, its two committees, and the CEO.
The Board has, through the CEO, appointed and authorised
the Investment Committee to decide on portfolio investment
decisions subject to a specific threshold hierarchy. The
Investment Committee consists of five members of the
Management (headed by the CEO). Portfolio investments
in new markets or portfolio investments with a purchase
price above EUR 20 million always requires Board approval.
The Board has authorised the establishment of a Corporate
Sustainability Integration Committee (CSIC) to monitor and
make decisions on ESG matters, escalating to the Board
when necessary.
GOVERNING BODIES IN THE GROUP
B2Holding ASA Annual report 2022
54
Director’s
report
05
B2Holding ASA Annual report 2022
55
Directors’ report
Despite a challenging macro environment, B2Holding has shown strong
performance throughout the year with unsecured collection, secured
recoveries and REO sales all performing above targets.
At the end of 2022 the Group saw a record quarter in terms of cash EBITDA.
The Group was able to increase its cash revenue and cash
EBITDA year over year by respectively 5% and 6%.
Although gross collections showed a decrease year-on-year,
Cash collections were 6% higher in 2022 than in 2021 at
NOK 5,161 million (compared to NOK 4,857 million in 2021)
driven by strong performance against the curves, higher Real
Estate Owned (REO) sales, lower repossessions and more cash
from JVs. Unsecured collections for 2022 stood at 103.4% of
the curves compared to 102.3% in 2021.
Gross collections including share of JVs were NOK 4,936
million in 2022 compared with NOK 5,435 million in 2021 and
a decrease of 9% year on year. Adjusted for FX, the decrease
was by 7.5% and NOK 398 million.
The approach to secured recoveries in terms of selective
repossession followed by extraction of maximum value from
repossessed assets showed strong benefits in 2022. This
approach is evidenced by proceeds of NOK 581 million in
2022 compared with NOK 164 million in 2021 and the gain
on sale of REOs of NOK 189 million in 2022 compared with
NOK46 million in 2021.
B2Holding ASA (“B2Holding”) is a Nordic-based debt solutions
provider with a vison to be a partner that actively re-shapes
the credit management industry. The company is the parent of
the B2Holding consolidated group of companies (together “the
Group”), a pan-European debt solutions provider.
The Group aims to achieve or maintain a top position in its
respective non-performing loan (“NPL”) markets. The mission is
to contribute towards addressing society’s debt problems and
to bridge the gap that defaulted debt represents in the credit
chain, in short “bridging the gap”.
The Group provides debt solutions for debtors
(referred to as customers) both within unsecured and secured
debt, ranging from consumer credits, residential credits, credits
to small and medium-sized enterprise, as well as to corporate
customers.
In addition, the Group provides services for third-party debt
collection, credit information and project management as a
full-service provider of debt management and servicing for co-
investors and financial partners and NPL vendors.
Cash EBITDA (NOKm)
2020 2021
2022
3,664 3,779
3,996
B2Holding ASA Annual report 2022
56
Directors’ report
In 2022, REOs sold at 48% above book values which is
considered remarkably high.
With expectations being in the region of 10-20% gain on
book values over time, these results underline the value in the
Group’s REO activity.
The momentum of resolutions in secured portfolios during
2021, spilled over into and augmented in 2022. Overall,
secured recoveries continued to soar in 2022.
REOs sold
2020
Book value Sales proceeds
129
164
2021
38%
2022
392
581
48%
78 72
-8%
Secured recoveries
2020
868
164
559
Cash Recoveries Cash from REOs sold Repossessions
2021 2022
723
581
299
961
72
619
Directors’ report is prepared in accordance with the Norwegian
Accounting Act and the Norwegian Securities Trading Act. The
Corporate Governance Report, the Risk Management Report
and the Sustainability Report are integral parts of the Directors’
report.
The annual accounts for 2022 have been prepared on a going
concern basis and in the opinion of the Board, the accounts
provide a fair representation of the company’s business and
financial results. The Board confirms that the going concern
assumption has been satisfied.
The Board is of the opinion that the financial statements for
2022 provide a true and fair view of the net assets, financial
position and result of B2Holding ASA
The Group’s consolidated financial statements are presented
in compliance with International Financial Reporting Standards
(IFRS).
Funding
A highlight for 2022 is the successful refinancing of the
company’s senior secured revolving credit facility with
DNB Bank ASA, Nordea Bank Abp, and Swedbank AB.
This gives the Group access to a revolving credit facility of EUR
610 million.
In addition to the original purpose, this facility has allowed
the Group full flexibility to take out the bond that matured in
November, and it provides for the possibility to also take out
the bond that will mature in May 2023.
EUR 100 million of this facility will mature in December
2023, while the remaining EUR 510 million matures in the
third quarter of 2025.
In addition, B2Holding was able to raise EUR 150 million
in a bond issue in September and an additional EUR 150
million in the first quarter of 2023.
In 2022, the company obtained a secured facility line of EUR
171 million from PIMCO, a reputable US based investment
management firm.
This non-recourse senior secured facility was the first of
its kind for the company. In August 2022, the company was
able to draw under the facility for the first time, and at year
end EUR 118 million was drawn.
This combined funding base secures the Groups capacity
to increase investments and seize opportunities coming to
market.
B2Holding ASA Annual report 2022
57
Activity
Increasing the company’s portfolio investment activity has
figured high on the Board’s agenda.
Portfolio investments significantly increased compared to
last year and for the full year 2022 the Group invested NOK
2.2 billion in new portfolios. This is close to double the
amount invested in 2021 of NOK 1.2 billion.
In addition to NOK 2.2 billion in investments in 2022,
the Group concluded an additional NOK 0.4 billion investment
in re-purchasing shares of co-invested portfolios.
Although concluded in 2022, this investment was completed
in January 2023 and thus not included in the Group’s ERC
nor portfolio values at the end of 2022. The incremental ERC
from this investment is NOK 1.4 billion.
Of the investments in 2022, NOK 2 billion was in unsecured
portfolios of which 45% was in Northern Europe and 37%
in Poland, while NOK 0.2 billion was invested in secured
portfolios with 97% of this in Western Europe.
At the end of 2022, the Group’s ERC including share of JVs
was NOK 20,248 compared with NOK 19,918 million at the
end of 2021.
The Group has been able to maintain a price disciplined
and opportunistic investment approach, consistent with the
Group’s response to the uncertainty caused by the current
macroeconomic environment.
The Group’s main pillars continued to be profitable growth
through focused investments in core markets and strengthening
the servicing capabilities through a focus on efficiency over
footprint.
With access to the largest NPL markets in Europe, the
Group focuses its investments in markets with growth potential
of strategic importance.
Deleveraging
2022 was marked by the successful closing of a senior secured
facility line, refinancing of a revolving credit facility, and the
issuance of a new bond.
When refinancing the company, the Board placed particular
emphasis on deleveraging.
NOKm 2022 2021 2020
Cash EBITDA 3,996 3,779 3,664
Net interest bearing
debt
9,042 9,067 11,068
Leverage 2.26 2.40 3.04
Strong cash EBITDA and a disciplined approach to investing
in portfolios has allowed the company to repay debt and
deleverage significantly over the past three years.
The leverage ratio dropped from 3.04 in 2020 to 2.26 in
2022. By managing to reduce its debt by 30%, B2Holding
now benefits from one of the lowest leverage ratios in the
industry.
Digitalisation
The Group is currently halfway a five-year digital business
programme powered by data, analytics and technology. This
programme aims to transform the Group into an analytical
player in order to gain significant competitive advantage.
A new operating model was implemented that help to work
in a truly integrated manner across borders, creating a global
virtual data & analytics team, based on a hub and spoke
structure, with common goals.
This integrated operating model and structure enabled the
Group to scale its internal analytics efforts by delivering a
total of 73 data & analytics initiatives globally: 30 projects fo-
cused on increasing collections, 27 initiatives aimed to reduce
costs, and other 16 projects helped to improve valuations and
the quality of data assets.
Portfolio investmens (NOKm)
Secured Unsecured Unsecured forward flow
490
631
80
2020 2021 2022
557
1422
185
1232
397
36
Directors’ report
B2Holding ASA Annual report 2022
58
As a result of these data & analytics initiatives, the Group:
• delivered more solid data foundations with automated
data pipelines for our core data assets. Specifically, 19
data quality improvement projects in eight countries and
started to build a companywide cloud-based data platform.
This significantly reduced the number of data quality issues
month by month. This will continue to be an area of focus
throughout 2023.
• started to revamp reports in order to change the way it gen-
erates business insights and drive our business. The Group
is drastically simplifying reports by moving from 300
reports to less than 50. This initiative will be fully completed
in 2023.
• built ten new, in-house, AI-powered tools that were deployed
and activated across seven different countries. These ad-
vanced analytical tools have improved collection strategies
by 5+% according to a champion challenger approach.
The programme is expected to continue to drive growth in
collections and improve operational efficiency and effec-
tiveness through machine learning and artificial intelligence
techniques and intelligent automation at scale.
Discipline
The Board has given considerable weight to maintaining focus
on sustainable cost saving and mitigating cost inflation, and to
maintaining focus on capital- and price discipline.
The Group strategy and goals aim to transform the Group
towards a more cost-efficient model.
Restructuring & Geographical footprint
The Group dedicated considerable effort to restructuring
its organisation in the countries where it has secured assets,
undergoing an intensive reorganisation of its operations and
corporate structure, and effectively segregating assets and
servicing activities.
The restructuring established “Veraltis Asset Management”,
the Group’s wholly owned servicing arm whose expertise
focuses on master servicing and special servicing capabilities
within secured markets.
Establishing a servicing arm for secured portfolios secures
continued scalability across platforms and markets.
The Group also focused on opportunities to reduce its
geographical footprint to free up capital to redeploy in the
Group’s core markets.
In 2022 the Group initiated the divestment of its Bulgarian
subsidiary, DCA Bulgaria EAD.
Interest rates
Mid- and especially in the last quarter of 2022, inflationary
pressure across the Group’s markets increased, which trans-
lated in interest rates rising faster than anticipated.
High inflation and increased interest rates marked the
year by driving funding cost up.
Ukraine
The ongoing war in Ukraine compelled the Board to evaluate
potential risks affecting the Group. The Group does not have
operations nor employees in Ukraine or Russia.
The Group has limited exposure to countries that depend
significantly on Russian trade or resources. The impact on the
Group’s financial performance remains therefore limited.
The Group’s priority is to ensure the health and safety of its
employees in the neighbouring countries, and pays particular
attention that the Group complies with international sanc-
tions on Russia.
Despite the impact of the several sizeable transactions mentioned
above such as financing, re-financing, the restructuring, and
various other transformation steps undertaken the past year, the
Group has been able to maintain strong collections and recoveries
and has overperformed in each quarter of 2022.
The Board wishes to thank all employees for their support and
efforts.
Directors’ report
DIVIDENDS & ALLOCATIONS
The Board proposed to the Annual General Meeting a
cash dividend for 2022 of NOK 77 million (NOK 0.20/share) and
a share buy-back programme of NOK 161 million equivalent to
NOK 0.42 per share for the financial year 2022.
The Board proposed to decrease the parent company’s share
capital and other paid in capital by cancellation of 3.5%
(14,184,000) of its treasury shares acquired under the share
buy-back programme. A creditor deadline of six weeks will apply
before implementation.
B2Holding ASA Annual report 2022
59
FINANCIAL OUTLOOK
Financing
Throughout 2022, the Group maintained its liquidity reserve,
increased the headroom under its financial covenants, and
refinanced part of its debt. The Group’s funding structure
and gearing ensures liquidity and flexibility to deliver on its
strategy.
A combination of equity, bank financing, and bonds provides
access to capital when opportunities arise, while steady colle-
ctions across the Group provide a strong operating cash flow.
In 2022, B2Holding extended its Revolving Credit Facility
and completed senior bond funding with Bond 6 (B2H06).
B2Holding had a solid funding base to support future
growth with NOK 3,606 billion in liquidity reserves at the
end of the 2022.
Bond 3 (B2H03) of EUR 145 million was repaid in the
fourth quarter of 2022. And at the end of December 2022,
the Group had two listed senior unsecured bond loans
(Bond 4 (B2H04) and Bond 5 (B2H05)) in addition to Bond
6, which will be listed in 2023, for a total of EUR 700 million
in addition to the bank financing. In the first quarter of 2023
an additional EUR 150 million was raised in a tap issue under
Bond 6, and a call option on B2H04 was exercised to repay
B2H04 in full at par plus accrued interest (in total approx.
EUR 95 million).
Additionally, there is a senior secured facility line with
PIMCO as original noteholder which matures in 2027, under
which EUR 118 million is drawn at year end. 65% of this
facility line can be used for reinvestments.
The Group has in place a hedging strategy to manage and
limit its currency and interest rate risk. The Group’s hedging
strategy consists of various derivative financial instruments
with the purpose of reducing its interest rate exposure and
maintaining a suitable currency ratio between its assets and
liabilities. At the end of 2022 the fair value of the currency
derivatives was positive NOK -0.4 million and the fair value
of the interest rate hedging derivatives was positive NOK 146
million. The Groups interest rate hedging ratio was 54%.
Moody’s and S&P kept their outlook in their latest review
in 2022.
Profit & Loss
The Group recorded a full year operating profit of NOK 1,029
million for 2022, compared to NOK 1,308 million in 2021.
The cost to collect ended up at 22%, which is a rise from
19% last year. However, the cash margin percentage remained
stable at 70%. Cost to collect is not deemed to be an ideal
measure of the efficiency in operations since expenses are
more linked to cash collections than to collections from
portfolios.
Revenues from purchased loan portfolios amounted to NOK
2,262 million compared to NOK 2,355 million in 2021. Total
revenues for the year amounted to NOK 3,477 million com-
pared to NOK 3,155 million in 2021, an increase of NOK 322
million mainly due to significantly higher revenue from sale of
collateral assets, but partly offset by lower interest revenue from
purchased loan portfolios following lower portfolio purchases
over recent years.
Operating expenses, excluding depreciation and amortisa-
tion and impairment losses and cost of collateral assets sold
increased by NOK 233 million (14%) in 2022 compared
with 2021. However, these costs included non-recurring items
of NOK 174 million in 2022 and NOK 17 million in 2021.
The comparable figures excluding non-recurring items and
adjusted for FX showed an increase of 4.5% being the impact
of collection activity and inflation.
Net financial items ended at NOK 607 million (NOK 566
million), of which interest expenses on interest bearing debt
amounted to NOK 665 million (NOK 632 million) and net
foreign exchange losses to NOK 25 million in 2022 (net gain
of NOK 5 million in 2021).
The number of FTEs in the Group was 1,885 (1,979 in
2021) at the end of 2022, a net decrease of 94 during the
year. FTE numbers have decreased in all regions apart from
Poland, with most significant decrease in Central Europe and
Western Europe due to efficiency programmes.
Cash flows & cash collections
As described above, gross collections for the Group including
share of JVs were NOK 4,936 million in 2022 compared with
NOK 5,435 million in 2021 and a decrease of 9% year-on-year.
Adjusted for FX, the decrease was by 7.5% and NOK 398
million.
Although Gross collections showed a decrease year-on-year,
cash collections were 6% higher in 2022 than in 2021 at
NOK 5,161 million (2021 NOK 4,857 million) as a result of
higher asset sales, lower repossessions and more cash from
JVs in 2022 than in 2021.
Cash flow from operating activities for the year ended at
NOK 3,142 million (NOK 3,505 million), NOK 363 million
(10%) lower than in 2021. The difference between operating
cash flows and the operating profit of NOK 1,029 million
(NOK 1,308 million) is mainly related to amortisation/revalu-
ation of purchased loan portfolios offset by unrealised foreign
exchange balances, paid taxes, and timing differences.
Cash flow from investment activities ended at minus NOK
1,900 million (NOK 1,155 million), with investment activity
picking up during 2022. The Group maintained a disciplined
and selective approach to its investments in 2022.
Directors’ report
B2Holding ASA Annual report 2022
60
Net cash flow from financing activities in the period ended at
minus NOK 392 million in 2022 compared with minus NOK
2,385 million in 2021. In 2022 the Group drew net additional
funding of NOK 571 million compared with net repayments
of NOK 1,654 million in 2021. Additionally, higher dividends
were paid in 2022 than prior year, with NOK 168 million paid
in 2022 versus NOK 61 million in 2021. The other main vari-
ance between the two years was the share buy-back
programme with NOK 175 million of buy-backs in 2022
compared with NOK 31 million in 2021.
Balance & liquidity
Total assets on 31 December 2022 amounted to NOK 16,500
million compared to NOK 15,315 million in 2021.
The equity amounted to NOK 5,217 million and the book
equity ratio was 31.6% compared to 32.6% on 31 December
2021.
Total book value of purchased portfolios ended at NOK
11,181 million end of December 2022 which is NOK 260
million higher than year end 2021. Net interest bearing debt as
of 31 December 2022 was NOK 9,042 million compared
to NOK 9,067 million last year.
Cash and cash equivalents amounted to NOK 1,176 million
at the balance sheet date compared to NOK 376 million at the
end of 2021. The Group’s liquidity situation and the ability to
finance future investments are assessed as adequate.
Investments
In 2022 the investment allocation was NOK 884 million -
41% to Northern Europe (NOK 427 million and 35% in
2021), NOK 729 million - 34% to Poland (NOK 458 million
and 38% in 2021), NOK 312 million - 14% to Western
Europe (NOK 32 million and 3% in 2021), NOK 166 million
- 8% to South Eastern Europe (NOK 213 million and 18%
in 2021), and NOK 74 million - 3% to Central Europe (NOK
73 million and 6% in 2021).
Following the purchases in 2022, Northern Europe was the
Group’s largest region with 38% of the ERC (39% in 2021).
Poland increased to 22% (18% in 2021) and South Eastern
Europe decreased to 13% (14% in 2021). Central Europe was
reduced to 15% (17% in 2020) and Western Europe was stable
at 12% (12% in 2021).
PARENT COMPANY
B2Holding ASA, the parent company, recorded a loss of NOK
36 million. Interest income from Group companies was NOK
390 million in 2022 compared to NOK 430 million in 2021.
Net cash flow for the year was positive NOK 1 million
compared to negative NOK 5 million for 2021. Cash and
cash equivalents amounted to NOK 0.8 million at the balance
sheet date compared to NOK 0.07 million at the end of 2021.
The liquidity, ability to finance future investments, meeting
obligations and solidity of the parent company are adequate
and satisfactory.
BY REGION
Northern Europe
Cash collections were in line with expectations, decreasing
from NOK 1,725 million in 2021 to NOK 1,616 million in
2022 with 2% of the decrease due to FX. Collections were
lower due to the relatively low investment levels in 2020 and
2021. Over 99% of the cash collections in 2022 were from
unsecured portfolios.
Revenue from purchased loan portfolios was NOK 142
million (17%) lower than 2021 with interest revenue NOK
60 million lower in 2022 at NOK 717 million and a net credit
loss of NOK 24 million in 2022 compared with a net credit
gain in 2021 of NOK 58 million. The positive outcome in
2021 was due to overperformance on collections, while in
2022 overperformance was offset by changes to future collec-
tion estimates.
Underlying operating expenses in the Northern Europe
region increased by NOK 378 million in 2021 to NOK 388
million in 2022 and the cash margin dropped slightly from
80% in 2021 to 78% in 2022.
There were 348 FTEs in Northern Europe at the end of 2022
compared with 353 at the end of 2021, a decrease of 5 (1%).
Central Europe
Cash collections increased by NOK 517 million (58%)
compared with 2021. The significant increase in Cash collec-
tions was driven by REO sales and cash collections from JVs,
respectively NOK 421 million and NOK 142 million higher
than prior year.
Revenues from NPLs were impacted by low investment
levels in 2020 and in 2021 and thus lower interest revenue
on lower book values, but this was more than offset by a
net credit gain from purchased loan portfolios of NOK 119
million in 2022 compared with a net credit gain of NOK
33 million in the prior year. REO sales generated NOK 519
million of revenue from sale of collateral assets and a net gain
of NOK 174 million in 2022.
Underlying operating expenses in the Central Europe region
increased from NOK 19 million (9%) year-on-year from NOK
215 million in 2021 to NOK 234 million in 2022 and the cash
margin improved from 77% in 2021 to 84% in 2022.
There were 166 FTEs in Central Europe at the end of 2022
compared with 199 at the end of 2021, a decrease of 33 (17%).
Directors’ report
B2Holding ASA Annual report 2022
61
Poland
Cash collections in 2022 were 3% higher than prior year at
NOK 1,087 million compared with NOK 1,055 million in
2021 with the region performing well ahead of expectations.
Revenues from NPLs of NOK 780 million were 28% higher
in 2022 than in 2021 following strong over-performance and
upward revision of the curves resulting in a net credit gain of
NOK 291 million in 2022 compared with a net credit gain of
NOK 102 million in 2021.
Underlying operating expenses in the Poland region
increased by NOK 33 million (11%) year-on-year from NOK
312 million in 2021 to NOK 345 million in 2022 and the cash
margin dropped slightly from 73 % in 2021 to 71 % in 2022.
There were 466 FTEs in Poland at the end of 2022 com-
pared with 433 at the end of 2021, an increase of 33 (8%).
Western Europe
Cash collections decreased by NOK 87 million (20%) to
NOK 346 million. Secured collections were above expecta-
tions but with a higher proportion of repossessions than in
2021.
Revenues from purchased portfolio were down by NOK
60 million to NOK 41 million in 2022 compared with NOK
101 million in 2021 following a net credit loss of NOK 223
million in 2022.
Underlying operating expenses in the Western Europe
region decreased by NOK 6 million (2 %) year-on-year from
NOK 294 million in 2021 to NOK 288 million in 2022 and
the cash margin dropped from 49% in 2021 to 40% in 2022.
There were 350 FTEs in Western Europe at the end of 2022
compared with 417 at the end of 2021, a decrease of 67 (16%).
South Eastern Europe
The region’s Cash collections decreased by NOK 50 million
(7%) to NOK 697 million in 2022 compared with NOK 747
million in 2021.
Total revenues from purchased portfolios were NOK 292
million compared with NOK 375 million in 2021, a decrease
of NOK 83 million. The decrease was mainly due to a net
credit loss in 2022 of NOK 35 million compared with a net
credit gain of NOK 23 million in 2021. Profit from joint
ventures were in line with prior year at NOK 28 million
(NOK 27 million in 2021).
Underlying operating expenses in the South Eastern Europe
region decreased by NOK 4 million (1 %) year-on-year from
NOK 307 million in 2021 to NOK 303 million in 2022 and
the cash margin dropped slightly from 64% in 2021 to 62%
in 2022.
There were 509 FTEs in South Eastern Europe at the end
of 2022 compared with 534 at the end of 2021, a decrease of
25 (5%).
RISK
The continued approach to risk is to proactively manage risks
in order to ensure sustainable profits and value generation for
the Group’s stakeholders.
The Group’s core business is to generate profitable returns
through controlled exposure to credit risks in the form of
acquiring and managing non-performing loans.
The Group actively pursues this type of risk and it is also
this type of risk which inherently has the highest potential
impact on the income statement and balance sheet. As such,
there is an increased central focus
on credit risk, in particular when it comes to oversight on the
portfolio acquisition process, performance management and
reporting.
The risk governance structure is overseen by the Board
through the Audit Committee, owned by the CEO and headed
by the Chief Risk Officer. The Group Risk function works
with local risk managers and central functions to identify and
assess risks, challenge risk assessments and act as a consultant
to support clear and transparent risk mapping.
The Group has established Group Internal Audit as an
internal independent audit function that reports directly to
the Board via the Audit Committee. Group Internal Audit
provides independent reasonable assurance to the Board, its
Audit Committee, and the CEO of the effectiveness of internal
control, risk management and governing processes.
The Group continued to focus on risk management
throughout 2022 by strengthening the Risk function, adding
additional resources, launching a centralised valuation tool,
and integrating independent, centralised asset valuations as
part of the Risk function. The Enterprise Risk Management
framework has been implemented across all the Group central
functions and continues roll out across jurisdictions.
This facilitates analysis and monitoring of significant risks
and enables management at all levels to identify and quantify
the risk factors that may negatively affect the Group’s profit-
ability and sustainability.
The B2Holding Group is implementing Enterprise Risk
Management principles based on the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) frame-
work with the overriding objectives to achieve improved
governance, drive operational excellence, and to achieve
enhanced value for the stakeholders.
The risk management framework is underpinned by key
principles which define internal expectations with all employees
expected to apply these principles in their daily work, pro-
moting risk ownership and management where it arises.
The Group adopted a new three-year strategy plan. This
has resulted in a better structure for the Group, increased
governance oversight and enables the company to benefit
from synergies across its footprint and provide growth in a
controlled manner. The work to strengthen the Group’s risk
governance is expected to continue into 2023.
Directors’ report
B2Holding ASA Annual report 2022
62
In 2022, policies and procedures on the areas of anti-corrup-
tion, “Integrity Due Diligence” and conflict of interest were
reviewed, and new policies implemented. The Board reviews
the Group’s most important risk areas and the approach to
address the identified risks on an annual basis. Additionally,
the Audit Committee reviews risks together with the Group
Risk function on a quarterly basis.
For more details of risk elements and actions to mitigate
risks, please see the Risk Management report which constitutes
an integral part of the Director’s report.
PEOPLE
Administration and personnel
Looking back at 2022, B2Holding ASA, the Group’s head office
located in Oslo, employed 27 people at year end, consisting
of 11 women, and 16 men. In 2022 the company reported 179
(2.2%) days of sick leave, compared to 83 (1.2%) last year.
Throughout 2022, no incidents resulting in serious injury or
material damage were reported.
The company moved its head office to newly renovated
premises in Cort Adelers gate in Oslo in at the end of summer,
modernising and improving its facilities and the working
environment for the company’s employees.
Equality and discrimination
As of 31 December 2022, the Board of B2Holding ASA
consisted of seven members, of which three were women
and four were men.
The Group had 2,099 employees at year end comprised
of 1,401 women and 698 men, compared to 2,230 in 2021 of
which 1,493 women and 737 men. The total number of full-
time equivalents (FTEs) at year end was 1,885 of which 1,187
women and 698 men. The Group strives to be a workplace
where gender equality is held in high regard.
The Group has a zero-tolerance policy when it comes to
discrimination. The Norwegian Equality and Anti-
Discrimination Act aims to promote equality and prevent
discrimination, whether on the basis of gender, pregnancy,
leave in connection with childbirth or adoption, caregiving
responsibilities, ethnicity, religion, beliefs, disability, sexual
orientation, identity and expression, age or other characteris-
tics of a person.
These values are enshrined in the Group’s Code of Conduct
and the Group works actively and systematically to promote
and protect these fundamental principles. The Group keeps
these values in mind when recruiting, setting wages and
working conditions, promoting, in employee development,
and in general in our day-to-day working dynamic.
Directors’ report
COMPLIANCE
Transparency
Act
Non-
Performing
Loan (NPL)
Whistle-
blowing
Conflict of
interests
Money
Laundering,
Terrorist
Financing &
Sanctions
Business
Partner
Integrity Due
Diligence
Related Party
Transactions
Corruption &
Bribery
B2Holding ASA Annual report 2022
63
In 2021, the Group introduced and implemented a Whistle-
blowing Policy and established a secure whistleblowing report-
ing channel via an external provider which can be used by all
employees of the Group. It also allows for anonymous report-
ing and is available in the Group’s local languages. Employees
are encouraged to report any irregularities,
and annual training is provided to all employees to ensure
that they understand the importance of using this early
warning tool.
The Board hopes this contributes to fostering a culture and
transparency and helps to prevent unfair treatment, or other
malpractices.
RESPONSIBILITY & SUSTAINABILITY
Through its business, the Group plays an important role in
contributing to handling society’s debt problems and is com-
mitted to acting in a sustainable way.
Under section 3-3a and 3-3c of the Norwegian Accounting
Act, B2Holding is required to report on its corporate
responsibility and selected related issues. The Sustainability
report is based on recommendations described in the
Euronext ESG Guide for listed companies and follow the
principles under the Global Reporting Initiative (GRI).
B2Holding’s commitments
As an important part of the focus on sustainable development,
B2Holding ASA became a signatory to the United Nations
Global Compact in 2021, which is the world’s largest corporate
sustainability initiative.
B2Holding recognises that businesses play a key role in
achieving the 17 Sustainable Development Goals put forth by
the United Nations in 2015.
The Group’s main contribution as a debt solution provider
lies in creating value for society by handling non-performing
loans. This includes supporting customers (debtors) in solving
their payment challenges.
B2Holding supports public accountability and transparency
and therefore commits to reporting on its progress annually
in the form of a Communication on Progress regarding the
implementation of the Ten Principles.
B2Holding follows the UN Guiding Principles on Business
and Human Rights (UNGPs), as well as OECD Guidelines
for Multinational Enterprises.
B2Holding’s Code of Conduct supports these fundamen-
tal principles and is the Group’s foundation for building and
sustaining professional and long-term relations with its stake-
holders and maintaining high ethical standards when making
decisions.
A part of the sustainability strategy is commitment to the
Science Based Targets initiative in transitioning to net-zero
emission.
ESG management
B2Holding developed and implemented a set of policies and
statements under the sustainability umbrella at the beginning
of 2022 that set out the standards both for how the Group
intends to work with sustainability and how it expects its
employees and representatives to behave.
By committing to the Ten Principles of the UN Global
Compact, incorporating them into strategies, policies, and
procedures, and establishing a culture of integrity, B2Holding
aims not only to uphold its basic responsibilities to people
and the planet, but also setting the stage for long-term success.
B2Holding has strengthened its commitment to human rights
by, among other things, developing a Group Labour and Human
Rights Statement which covers UN Global Compact’s Ten
Principles, the UNGPs’ “Protect, Respect and Remedy”
Framework, and International Labour Organization
Conventions 87, 98 and 111.
Directors’ report
B2Holding ASA’s ESG and sustainability obligations are founded
in the Norwegian Accounting Act and the Euronext Oslo Børs
obligations for listed entities. The sustainability reporting takes
guidance from the Euronext ESG Reporting: Guide for Issuers,
and the “GRI” - Global Reporting Initiative.
The Group supports and is a signatory to the
United Nations Global Compact, a global
initiative that encourages businesses to
implement sustainable and responsible policies,
and report accordingly. Its values are enshrined
in 10 strategic principles (“Ten Principles”)
B2Holding ASA is rated on both the Position Green
“ESG100Nordic”, and via Sustainalytics.
ESG100 Nordic is the annual review of ESG reporting of the
100largest listed companies in Sweden, Norway, and Denmark.
Position Green is one of the foremost Nordic firms in ESG
advisory, consulting, software, and communication.
Sustainalytics is a leading global independent ESG corporate
governance research, ratings and analytics firm that aims to
provide insights required for investors and companies to make
more informed decisions ultimately leading to a more just and
sustainable global economy.
B2Holding ASA Annual report 2022
64
It outlines the labour and human rights recognised by the
Group to its employees, to its customers, and to the local
communities where the Group operates.
According to the Norwegian Transparency Act, which en-
tered into force 1 July 2022, B2Holding has set up a dedicated
channel published on its web page, to respond to questions
related to Human Rights. In addition, the Group has a duty
to carry out due diligence assessments related to fundamental
human rights and decent working conditions in its own busi-
nesses and supply chains. The Group will publish a Trans-
parency statement on its web page before 30 June 2023 and
has a process in place to be able to publish a Transparency
statement together with its Annual report for 2023.
Rating
In 2022, B2Holding ASA was ranked by Sustainalytics as
number one in the rating category “Sub-industry of consumer
finance”, maintaining a negligible ESG risk.
In addition, the ESG reporting rating from the ESG100
provided by Position Green, rose from C to B, showing that
B2Holding is more transparent and maturing in this area.
Going into 2023, the Group is in a stronger position to
achieve its sustainability goals. Please refer further to the
separate Sustainability Report.
GOVERNANCE PRINCIPLES
The Board and Management review the company’s corporate
governance annually and report on corporate governance in
accordance with the Norwegian Accounting Act § 3-3b and
the Norwegian Code of Practice for Corporate Governance
(available at respectively lovdata.no and nues.no). The Board’s
Corporate governance report is included in and forms an
integral part of this Directors’ report.
BOARD
At B2Holding ASA’s Annual General Meeting in 2022, Harald
L. Thorstein, Kjetil Garstad, Trygve Lauvdal, Grethe Wittenberg
Meier, and Trond Kristian Andreassen were elected to the
Board for the period until the Annual General Meeting in
2024. Adele Bugge Norman Pran and Thale Kuvås Solberg
were elected at the Annual General Meeting in 2021 for a
period until the Annual General Meeting in 2023.
The Board established sub-committees, whereby in the
Audit Committee Adele Bugge Norman Pran chairs as com-
mittee leader, and Thale Kuvås Solberg and Kjetil Garstad
as committee members.
The external auditor, EY, participates in meetings with
the Audit Committee when matters fall within the scope
of the external auditors’ responsibilities are considered.
The Remuneration Committee consists of Harald L.
Thorstein as committee chair and Trygve Lauvdal as
committee member.
Members of the Board and the CEO’s possible liability to
the company and third parties are individually covered
under a Nordic Directors & Officers Liability Insurance
up to 30 June 2023, after which it will be renewed.
EQUITY
At the end of the year, B2Holding ASA had 401,364,824
outstanding shares, corresponding to a share capital of
NOK 40 million.
The total book value of equity amounted to NOK 3,136
million. Total book value of equity for the entire Group
amounted to NOK 5,217 million at the end of the year,
which corresponds to a book equity ratio of 32%.
Considering the nature and scope of B2Holding’s business,
the Board considers that the company has adequate equity.
LOOKING FORWARD
The final quarter of 2022 proved to be one of the best
quarters ever in terms of cash EBITDA. 2022 was a strong
year for unsecured collections and secured recoveries including
REO sales. Even though the overall collections and recoveries
have not been materially impacted by the current volatile
macro-environment, the Group continues to monitor the
development closely, and the uncertainty and higher cost
of funding will be reflected in portfolio underwriting.
The continued energy crisis and the war in Ukraine
both contribute to continued macroeconomic uncertainty.
In combination with inflationary pressure and rising interest
rates throughout the Group’s markets, the Group’s funding
cost has increased. The customers’ ability to repay debt may
be affected in a challenging macroeconomic environment.
However, continued low unemployment rates, salary increases,
and government aid packages related to the high energy cost
for consumers, are supportive for the customer’s ability to
meet payments.
The Group expects the higher interest rate environment
to drive adjustments in pricing of NPL portfolios coming
to market. Increased default rates could have an impact
on the quality of new portfolio investments, and the Group
will continue to stay disciplined in its investment approach.
At the same time these trends are expected to increase activity
and available portfolios in the unsecured NPL market, and
the Group has a solid funding base to participate in this
growth, without losing its disciplined approach to portfolio
purchases.
The Group enjoys one of the lowest leverage ratios in
the industry and is therefore well positioned to take part
in what the Board believe will be a more active market
going forward.
The Group will pursue further co-investments
to gain access to a larger pipeline and utilise the Group’s
servicing platforms. The ability to co-invest with others
B2Holding ASA Annual report 2022
65
is of essence for achieving scale especially within the secured
part of the business and offers opportunities to optimise
overall asset risk exposure, to expand the Group’s total
investment capacity, and to enhance servicing capacity.
The coming year the Board aims to focus on the areas
highlighted by the Group’s new strategic business plan.
Particular attention will go to increasing strategic alignment
throughout the Group, with the goal to “operate as one”.
The Board aims to create a Group environment that is
driven by operational alignment, a shared identity and culture,
aligned policies and governance, and a unified commercial
platform.
Improvements in the Group processes have already resulted
in improved performance and have created a solid foundation
for further growth of the business. Nevertheless, the Group
will continue to dedicate efforts to harmonising its operational-
and IT systems and continue to focus on digitalisation in its
collection processes.
The Board also intends to preserve continued focus on
sustainable cost saving and mitigating cost inflation.
The Group’s strategy and goals were assessed and evaluated
in 2020 with an aim to transform the Group towards a more
cost-efficient model, and throughout the past year, the Group
has maintained discipline when it comes to both cost, capi-
tal, and pricing. Going forward into 2023 this remains high on
the Board’s agenda.
The Board is of the opinion that, after the dividend payment
for 2022 and the cancellation of the acquired treasury shares,
the Group will have adequate liquidity, financial strength, and
flexibility to provide sufficient support to its operations within
its strategy and market requirements.
Directors’ report
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Trond Kristian Andreassen
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Kjetil Garstad
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Adele B. Norman Pran
Board Member
/sign/
Grethe Wittenberg Meier
Board Member
/sign/
Erik J. Johnsen
Chief Executive Officer
The Board of Directors of B2Holding ASA,
Oslo, 27 April 2023
B2Holding ASA Annual report 2022
66
HARALD L. THORSTEIN
• Independent
• Chair of the Board since
May 2020
• Leader of the
Remuneration Committee
• Founder and Managing Partner
of the London based advisory
company Arkwright London
Ltd. He has previously held
positions in Seatankers Man-
agement and DnB Markets.
• Chair of the Board of Altus
Intervention Holding AS,
Aquashipo AS and Jacktel AS,
and board member of Odfjell
Drilling Ltd. Extensive board
experience includes Aktiv
Kapital, Axactor, SFL Corp
and Seadrill.
• MSc in Industrial Economics
and Technology Management
with specialisation within
Finance and Optimisation.
Number of board meetings
in 2022: 20/20
Number of shares: 280,000
Nationality: Norwegian
Born: 1979
Board of Directors
Board of Directors
TRYGVE LAUVDAL
• Represents second largest
shareholder Rasmussen-
gruppen AS
• Board member since
May 2020 and previously
from 2013 to 2018
• Member of the
Remuneration Committee
• Investment director at Ras-
mussengruppen AS. Prior to
this, he worked nine years
as an equity analyst in DNB,
specialising in the technolo-
gy, industrial and renewable
energy sectors.
• Board member of Avantor
AS, Sharewater Geoservices
AS and Net1 International
Holdings AS.
• PhD in Engineering Cybernet-
ics from Norwegian University
of Science and Technology
(NTNU)
Number of board meetings
in 2022: 19/20
Number of shares: 0
Nationality: Norwegian
Born: 1969
ADELE BUGGE
NORMAN PRAN
• Independent
• Board member since
May 2018
• Leader of the Audit
Committee
• Management consultant,
board professional and investor.
Professional experience from
private equity and M&A con-
sulting. Partner and CFO in
Herkules Capital for 12 years.
• Chair of the board of Zalaris
ASA. Board member of ABG
Sundal Collier ASA, Agentum
Asset Management AS,
Hitecvision AS, Motor Gruppen
AS, Løvenskiold-Fossum ANS
and Bane Nor SF.
• Cand. jur degree from
University of Oslo, Master of
Accounting from NHH
Norwegian School of Economics.
Number of board meetings
in 2022: 19/20
Number of shares: 90,000
Nationality: Norwegian
Born: 1970
TROND KRISTIAN
ANDREASSEN
• Independent
• Board member since
May 2020.
• Managing owner of Vimar AS.
Previous positions include
CEO and member of the
board of Avida Finans, CEO
at Gothia Financial Group
and CEO (Nordic, Spain and
Holland and CEO Group
Factoring Europe) at Arvato
Financial Solutions.
• Chair of the board in Åråsen
Eiendom AS and Åråsen Stadion
AS. Member of the board in
Lillestrøm Sportsklubb.
• Bachelor of Business Admin-
istration from BI Norwegian
Business School.
Number of board meetings
in 2022: 17/20
Number of shares: 300,000
Nationality: Norwegian
Born: 1963
B2Holding ASA Annual report 2022
67
THALE KUVÅS SOLBERG
• Independent
• Board member since
May 2021
• Member of the Audit
Committee
• CEO at Q-Free ASA. Previous
positions include Head of
Professional Services in Volue
AS, CEO at SMB LAB (part
of SpareBank1) and various
leadership roles in SpareBank1,
Ernst & Young Advisory and
JP Morgan Chase.
• Board member of Atb AS,
Ztl Payment Solution AS
and deputy board member
of Aneo Holding AS.
• Holds the title of “Siviløkonom”
from NHH Norwegian School
of Economics and has a MSc
in Risk Management from the
University of Southampton,
UK and a BSc in International
Business from Copenhagen
Business School.
Number of board meetings
in 2022: 18/20
Number of shares: 0
Nationality: Norwegian
Born: 1977
KJETIL GARSTAD
• Represents the shareholder
Stenshagen Invest AS
• Board member since May
2022. Previously deputy
board member from 2018
to 2020 and board member
from 2014 to 2016
• Member of the Audit
Committee
• Analyst at Stenshagen
Invest AS, a family-owned
investment office. Previously
positions include Head of Oil
Services and partner in Arctic
Securities.
• Board member of Protector
Forsikring ASA, Gaming Inno-
vation Group Inc., Øgreid AS,
Serendipity Partners Fund AS
And Firda AS.
• Holds the title of “Siviløkonom”
from NHH Norwegian School
of Economics
Number of board meetings in
2022: 12/13
Number of shares: 1,050,000
Nationality: Norwegian
Born: 1976
Board of Directors
GRETHE WITTENBERG
MEIER
• Independent
• Board member since
May 2018
• CEO at Privatmegleren AS.
Previous positions include
CEO at Terra Aktiv Eiendoms-
megling AS, CEO at SATS AS,
CEO at Vita AS and marketing
director at Bank2 AS.
• Chair of the board of Eiendom
Norge AS. Board member of
Privatmegleren Nyeboliger AS
and Vita Group AS.
• Bachelor of Commerce/Busi-
ness Studies from The Norwe-
gian Business School (BI).
Number of board meetings
in 2022: 20/20
Number of shares: 25,000
Nationality: Norwegian
Born: 1965
B2Holding ASA Annual report 2022
68
Financial
statements
06
B2Holding ASA Annual report 2022
69
All figures in NOK million unless otherwise stated
Consolidated financial statements
Year ended 31 December Notes 2022 2021
Interest revenue from purchased loan portfolios 4 2 133 2 344
Net credit gain/(loss) from purchased loan portfolios 4 129 11
Profit from investments in associated parties/joint ventures 17 100 99
Interest revenue from loan receivables 121 99
Net credit gain/(loss) from loan receivables -3 -6
Revenue from sale of collateral assets 20 581 164
Other revenues 7 416 444
Total revenues 6 3 477 3 155
External expenses of services provided 8 -422 -420
Personnel expenses 9 -900 -870
Other operating expenses 10 -551 -350
Cost of collateral assets sold, including impairment 20 -392 -119
Depreciation and amortisation 15 -83 -85
Impairment losses 14,15 -100 -3
Operating profit/(loss) 1 029 1 308
Financial income 6 1
Financial expenses -588 -572
Net exchange gain/(loss) -25 5
Net financial items 11 -607 -566
Profit/(loss) before tax 421 742
Income tax expense 12 -95 -169
Profit/(loss) after tax 326 573
Profit/(loss) attributable to:
Parent company shareholders 326 573
Non-controlling interests 0 0
Earnings per share (in NOK):
Basic 13 0.82 1.40
Diluted 13 0.82 1.39
Consolidated income statement
B2Holding ASA Annual report 2022
70
All figures in NOK million unless otherwise stated
Consolidated financial statements
Year ended 31 December Notes 2022 2021
Profit/(loss) after tax 326 573
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 226 -217
Hedging of currency risk in foreign operations 4 9 15
Other comprehensive income 234 -202
Total comprehensive income 561 371
Total comprehensive income attributable to:
Parent company shareholders 561 371
Non-controlling interests 0 0
Consolidated statement
of comprehensive income
B2Holding ASA Annual report 2022
71
All figures in NOK million unless otherwise stated
Consolidated financial statements
As at 31 December Notes 2022 2021
Deferred tax asset 12 303 279
Goodwill 14 731 787
Tangible and intangible assets 15,16 320 295
Investments in associated companies and joint ventures 17 690 854
Purchased loan portfolios 4 11 181 10 921
Loan receivables 18 280 206
Other non-current financial assets 18 133 54
Total non-current assets 13 638 13 396
Other current assets 19 391 260
Collateral assets 20 1 294 1 284
Cash and cash equivalents 21 1 176 376
Total current assets 2 861 1 920
Total assets 16 500 15 315
Share capital 22 40 41
Other paid in capital 22 2 844 2 843
Other capital reserves 40 59
Foreign currency translation reserve 465 231
Other equity, including net profit for the year 1 828 1 818
Equity attributable to parent company's shareholders 5 216 4 992
Equity attributable to non-controlling interests 1 1
Total equity 5 217 4 993
Deferred tax liabilities 12 275 291
Non-current interest bearing loans and borrowings 24 8 885 6 825
Other non-current liabilities 16, 25 133 93
Total non-current liabilities 9 294 7 208
Current interest bearing loans and borrowings 24 1 201 2 400
Bank overdraft 24 131 219
Accounts and other payables 26 209 173
Income taxes payable 12 51 13
Other current liabilities 16, 27 396 309
Total current liabilities 1 989 3 114
Total equity & liabilities 16 500 15 315
Oslo, 27 April 2023
Consolidated statement of financial position
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Adele Bugge
Norman Pran
Board Member
/sign/
Grethe Wittenberg
Meier
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Kjetil Garstad
Board Member
/sign/
Trond Kristian
Andreassen
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Erik J. Johnsen
Chief Executive
Officer
B2Holding ASA Annual report 2022
72
All figures in NOK million unless otherwise stated
Consolidated financial statements
Attributable to parent company’s shareholders
Notes
Share
capital
Other
paid-in
capital
Treasury
shares
Other
capital
reserves
Foreign
currency
hedge
reserve
1)
Foreign
currency
translation
reserve
Other
equity Total
Non-
controlling
interests
2)
Total
equity
At 1 January 2021 41 2 843 39 7 426 1 362 4 718 1 4 719
Profit for the year
after tax 573 573 0 573
Other comprehensive
income 15 -217 -202 -202
Total comprehensive
income 15 -217 573 371 0 371
Share buy-back
programme 22 0 -31 -31 -31
Share based payments 23 6 6 6
Termination of issued
share options -10 -10 -10
Other restricted capital 14 -14 0 0
Dividend paid to parent
company's shareholders 22 -61 -61 -61
Dividends to non-
controlling interests 0 0 0
Sale of non-controlling
interests 0 0 0 0
At 31 December 2021 41 2 843 0 59 22 209 1 818 4 992 1 4 993
Profit for the year
after tax 326 326 0 326
Other comprehensive
income 9 226 234 234
Total comprehensive
income 9 226 326 561 0 561
Issue of share capital 22 0 1 1 1
Capital reduction -1 1 0 0
Share buy-back
programme 22 -2 -172 -175 -175
Share based payments 23 6 6 6
Other restricted capital -25 25 0 0
Dividends paid to parent
company's shareholders
22 -168 -168 -168
Dividends to non-
controlling interests
2)
At 31 December 2022 40 2 844 -1 40 31 434 1 829 5 216 1 5 217
Consolidated statement of changes in equity
1) Foreign exchange hedging instruments of net investment in foreign operations, please refer to note 4.2 for further details.
2) Minoity interest in Latvia and Poland, please refer to note 29 for further details.
B2Holding ASA Annual report 2022
73
All figures in NOK million unless otherwise stated
Consolidated financial statements
Consolidated statement of cash flows
Year ended 31 December Notes 2022 2021
Cash flow from operating activities
Profit before tax 421 742
Adjustment for non-cash items:
Amortisation and revaluation of purchased loan portfolios 2 322 2 714
Repossession of collateral assets -299 -559
Cost of collateral assets sold, including impairment 20 392 119
Profit from investments in associated parties/joint ventures 17 -100 -99
Finance income 11 -6 -1
Finance costs 11 588 572
Unrealised foreign exchange differences -148 44
Other items 245 164
Operating cashflows:
Income tax paid during the year -144 -153
Interest received 5 1
Decrease/(increase) in current assets -119 -4
Decrease/(increase) in other non-current financial assets -211 -67
Increase/(decrease) in current liabilities 50 49
Increase/(decrease) in non-current liabilities 145 -17
Net cash flow from operating activities 3 142 3 505
Cash flow from investing activities
Payment of purchased loan portfolios 4 -2 157 -1 192
Investment in subsidiary companies and joint ventures 295 100
Payment of contingent consideration 5 -11 -14
Purchase of tangible and intangible assets 15 -27 -50
Proceeds from the sale of tangible and intangible assets 0 0
Net cash flow from investing activities -1 900 -1 155
Cash flow from financing activities
Proceeds from the issue of new shares 22 1 0
Payment buy-back share programme 22 -175 -31
Proceeds from new external loans during the year 24 23 462 16 605
Repayment of external loans during the year 24 -22 892 -18 259
Repayment of principal amount on lease liabilities 16 -43 -46
Interest paid -577 -582
Termination of issued share options 23 0 -10
Dividends paid to parent company's shareholders 22 -168 -61
Dividends paid to non-controlling interest 0 0
Net cash flow from financing activities -392 -2 385
Net cash flow during the year 850 -35
Cash and cash equivalents at 1 January 157 201
Exchange rate difference on cash and cash equivalents 38 -9
Net cash at 31 December 1 045 157
Net cash comprised of:
Cash and cash equivalents 21 1 176 376
Bank overdraft 24 -131 -219
B2Holding ASA Annual report 2022
74
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
75
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
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77
All figures in NOK million unless otherwise stated
Consolidated financial statements
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78
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
79
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
80
All figures in NOK million unless otherwise stated
Consolidated financial statements
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81
All figures in NOK million unless otherwise stated
Consolidated financial statements
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
83
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
88
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
89
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
90
All figures in NOK million unless otherwise stated
Consolidated financial statements
91
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
92
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
93
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
94
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
95
All figures in NOK million unless otherwise stated
Consolidated financial statements
96
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
97
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
98
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
99
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
100
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
105
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
109
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
110
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
112
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
113
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
114
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
115
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
116
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
117
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
118
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
119
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
120
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
121
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
122
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
123
All figures in NOK million unless otherwise stated
Consolidated financial statements
B2Holding ASA Annual report 2022
124
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company income statement
Year ended 31 December Notes 2022 2021
Operating revenue from group companies 100 86
Total revenues 100 86
Personnel expenses 3 -77 -83
Depreciation and amortisation 7 -4 -1
Impairment losses 7 0 -2
Operating expenses from group companies -85 -64
Other operating expenses 4 -66 -72
Operating expenses -232 -221
Operating profit/(loss) -132 -135
Group contribution 5 2 2
Profit from shares in associated parties/joint ventures 28 47
Interest income from group companies 390 430
Interest expense to group companies -16 -1
Net exchange gain/(loss) 5 -20 1
Other interest expenses 5 -322 -364
Other financial items 5 35 -21
Net financial items 96 93
Profit/(loss) before tax -36 -42
Change in deferred taxes 6 0 10
Profit/(loss) after tax -36 -32
Attributable to:
Ordinary dividend -77 -170
Other equity -113 -202
B2Holding ASA Annual report 2022
125
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company balance sheet
As at 31 December Notes 2022 2021
Tangible and intangible assets 7 29 23
Investment in subsidiary companies 8 4 317 3 625
Investments in associated companies and joint ventures 8 0 306
Non-current loans to group companies 8.1 6 039 5 585
Other non-current financial assets 14 5
Total non-current assets 10 398 9 545
Receivables from group companies 9 104 47
Other current assets 34 22
Cash and cash equivalents 9 1 0
Total current assets 139 69
Total assets 10 537 9 614
Share capital 10, 11 40 41
Other paid in capital 10, 11 2 844 2 843
Other capital reserves 10 26 21
Other equity 10 226 511
Total equity 3 136 3 416
Non-current interest bearing loans and borrowings 12 3 680 3 817
Total non-current liabilities 3 680 3 817
Current interest bearing loans and borrowings 12 1 203 1 908
Payables to group companies 9 2 387 227
Accounts and other payables 0 12
VAT, payroll and other public duties payables 6 9
Other current liabilities 13 126 225
Total current liabilities 3 722 2 381
Total liabilities 7 401 6 198
Total equity & liabilities 10 537 9 614
Oslo, 27 April 2023
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Adele Bugge
Norman Pran
Board Member
/sign/
Grethe Wittenberg
Meier
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Kjetil Garstad
Board Member
/sign/
Trond Kristian
Andreassen
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Erik J. Johnsen
Chief Executive
Officer
B2Holding ASA Annual report 2022
126
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company cash flow statement
Year ended 31 December Notes 2022 2021
Cash flow from operating activities
Profit for the year before tax -36 -42
Adjustment for non-cash items:
Depreciation, amortisation and impairment of assets 7 4 3
Interest expense on interest bearing loans 5 321 364
Amortisation of loan financing costs 5 17 21
Cost share option programme 5 4
Unrealised foreign exchange differences -175 67
Operating cashflows:
Interest paid on interest bearing loans & borrowings -325 -385
Operating capital adjustments:
Decrease/(increase) in short term balances with group companies 2 103 284
Decrease/(increase) in accounts receivable and other current assets -12 1
Decrease/(increase) in other non-current financial assets -25 -2
Increase/(decrease) in accounts payable and other current liabilities -19 25
Net cash flow from operating activities 1 858 342
Cash flow from investing activities
Purchase of tangible and intangible fixed assets 7 -9 -12
Purchase of shares in subsidiary companies 8 -692 -1
Purchase of shares in joint ventures 306 -74
Decrease/(Increase) in non-current loans to group companies -179 950
Net cash flow from investing activities -574 863
Cash flow from financing activities
Share issuance 11 1
Buy-back share programme 11 -175 -31
Termination of issued options -10
New interest bearing loans and receivables during the year 1 535
Repayment of interest bearing loans and borrowings during the year -2 476 -1 108
Dividend paid to shareholders 10 -168 -61
Net cash flow from financing activities -1 283 -1 210
Net cash flow during the year 1 -5
Cash and cash equivalents at 1 January 0 5
Cash and cash equivalents at 31 December 1 0
B2Holding ASA Annual report 2022
127
All figures in NOK million unless otherwise stated
Parent company financial statements
Notes to the parent company
financial statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements, which have been presented in compliance
with the Norwegian Companies Act, the Norwegian Accounting
Act and Norwegian generally accepted accounting principles in
effect at 31 December 2022, consist of the income statement, balance
sheet, cash flow statement and notes to the accounts. The financial
statements are presented in Norwegian kroner (NOK) and all
values are rounded to the nearest million except where otherwise
is indicated.
Investments
Investment in subsidiaries, associated companies and joint venture
companies are accounted for using the cost method. The investments
are recorded at the acquisition price of the shares and will be written
down or impaired to fair value when a fall in value is due to reasons
that cannot be assumed to be temporary and are necessary according
to generally accepted accounting principles. Write-downs are
reversed when there is no longer a basis for impairment. Dividends
and group tax contributions from subsidiaries are recognised in
the income statement when the subsidiary has proposed these.
Interest bearing loans and borrowings
Borrowings are recognised at nominal value. Directly associated
costs are amortised straightline over the term of the loan.
Foreign currency
Transactions in a currency other than Norwegian kroner are
recognised at the exchange rate in effect on the transaction date.
When such transactions are settled, any difference in the exchange
rate will give rise to a realised exchange rate gain or loss. Monetary
assets or liabilities in a currency other than Norwegian kroner are
translated at the exchange rates on each balance sheet date and will
give rise to an unrealised exchange rate gain or loss. Both realised
and unrealised exchange rate differences are recognised in net
financial items in the income statement.
Classification
Current assets and liabilities include items due less than one year
from the reporting date, and items tied to the operating cycle,
if longer. The current portion of long-term debt is included as
current liabilities. Other assets are classified as non-current assets.
Tangible fixed assets
Tangible fixed assets are recorded in the balance sheet at historical
cost less depreciation based on an assessment of useful economic
life. If the recoverable amount is less than the balance sheet value,
then the amount is impaired to the recoverable amount which
is the highest of net sales value or value in use. Value in use is the
current value of the future cash flows that the asset will generate.
Intangible assets
Intangible assets include purchase of software. Internal expenditures
for IT development and external maintenance are expensed as incurred.
Intangible assets acquired separately are measured on initial
recognition at cost.
Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and accumulated impairment losses,
if any. Intangible assets with finite lives are amortised on a straight-
line basis over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be
impaired.
The intangible assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each reporting date. The amortisation
expense on intangible assets with finite lives is classified in the
income statement as ‘Amortisation of intangible assets’.
Any gain or loss arising on derecognition of an intangible asset
(calculated as the difference between the net disposal proceeds
and the carrying amount of the intangible asset) is included in the
income statement in the year the intangible asset is derecognised.
Lease agreements
A lease is classified as either a finance or operating lease. Finance
leases, which transfer to the Company substantially all the risks and
benefits incidental to ownership of the leased item, are capitalised
at the commencement of the lease at the fair value of the leased asset
or, if lower, at thepresent value of the minimum lease payments.
Capitalised leased assets are depreciated over the shorter of the
estimated useful life of the asset and the lease term, if there is no
reasonable certainty that the Company will obtain ownership by
the end of the lease term.
Operating lease payments are expensed on a straight-line basis
over the lease term.
Receivables and other current assets
Receivables and other current assets are accounted for at face
value less any provision for expected losses.
Tax
Current income tax:
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 rate and tax laws used to compute
the amount are those that are enacted or substantively enacted at the
balance sheet date.
Deferred tax:
Deferred income tax is computed using the liability method on
temporary differences between the tax basis of assets and liabilities
and their carrying amounts at the reporting date as well as tax losses
carried forward. The carrying amount of deferred income tax assets
is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each
B2Holding ASA Annual report 2022
128
All figures in NOK million unless otherwise stated
Parent company financial statements
reporting date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax asset
to be recovered. Deferred tax assets and deferred tax liabilities are
offset, if a legally enforceable right exists to set off current tax assets
against current tax liabilities.
Defined contribution pension plans
The Company operates a defined contribution pension plan under
which the Company pays contributions to privately administered
pension insurance plans on a mandatory, contractual or voluntary
basis. The contributions are recognised as employee benefit expense
when they are due. Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in the future payments
is available. The Company has no legal or constructive obligations
to pay further contributions if the fund does not hold sufficient assets
to pay all employees the benefits relating to employee service in the
current and prior periods, and therefore does not record a pension
liability in the balance sheet.
Share based payments
Members of the management team and selected key employees
receive remuneration in the form of share-based payments, whereby
they render services as consideration for equity instruments (equity-
settled transactions).
The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made using an appropriate
valuation model, further details of which are given in B2Holding
Group financial statement note 23. That cost is recognised in
personnel costs, together with a corresponding increase in other
capital reserves within equity, over the period in which the service
and, where applicable, the performance conditions are fulfilled
(the vesting period). The cumulative expense recognised at each
reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Company’s best estimate of the
number of equity instruments that will ultimately vest. The expense
or credit in the statement of profit or loss for a period represents the
movement in the cumulative expense recognised at the beginning
and end of that period.
Service and non-market performance conditions are not taken into
account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the
Company’s best estimate of the number of equity instruments that
will ultimately vest. Market performance conditions are reflected
within the grant date fair value.
No expense is recognised for awards that do not ultimately vest
because non-market performance and/or service conditions
have not been met.
When the terms of an equity-settled award are modified, the
minimum expense recognised is the grant date fair value of the
unmodified award, provided the original terms of the award are
met. An additional expense, measured at the date of modification
is recognised for any modification that increases the total fair value
of the share-based payment transaction, or is otherwise beneficial
to the employee. Where an award is cancelled by the entity or by
the counterparty, any remaining element of the fair value of the
award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional
share dilution in the computation of diluted earnings per share. For
further details, see note 13 in B2Holding Group financial statement.
Cash flow statement
The cash flow statement is prepared according to the indirect
method which reconciles the change in cash and cash equivalents
to the profit for the year before tax. Cash flows are divided into
cash flows from operating activities, investing activities and financing
activities. Cash and cash equivalents consist of cash and short-term
deposits as well as immediately available balances with banks and
similar institutions. Short-term deposits are easily and readily
convertible to a known amount of cash and have a maturity of
not more than three months.
B2Holding ASA Annual report 2022
129
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 2: FINANCIAL RISK MANAGEMENT
Financial risk management for the Company is fully integrated into the B2Holding Group’s overall financial risk management.
The B2Holding Group’s activites are exposed to financial risks: market risk, currency and interest rate risk, credit risk, liquidity risk and cash
flow risk. The Company focuses on the unpredictability of the financial markets and seeks to minimise the potential adverse effects of the
market fluctuations on the Group’s financial performance.
For further details, please refer to note 4.1 in B2Holding Group financial statment.
NOTE 3: PERSONNEL EXPENSES
NOTE 4: OTHER OPERATING EXPENSES
2022 2021
Wages, salaries and other benefits paid 52 52
Social security costs 9 9
Defined contribution pension costs 5 5
Other personnel costs 7 7
Cost share option programme 5 7
Social security cost share option programme -1 4
77 83
Number of full time equivalents (FTEs) at 31 December 27.0 27.0
2022 2021
Audit and tax services 3 2
External accounting services & temporary consultants 0 0
Tax and legal services 2 2
Other professional services 28 48
Cost of office premises 9 5
IT, telecommunications 6 4
Marketing, business entertaining 3 1
Travel, accommodation, meetings, arrangements 2 1
Statutory and other corporate costs 13 9
66 72
2022 2021
Audit fees 3 2
Fees for tax services 0 0
3 2
All employees are covered by a defined contribution pension plan which fulfill the Company’s obligations under the Norwegian occupational
pension legislation.
All figures including VAT.
4.1 Fees to auditors
B2Holding ASA Annual report 2022
130
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 5: FINANCIAL ITEMS
NOTE 6: TAXES
The major components of income tax reported in the income statement were:
2022 2021
Group contribution from Interkreditt AS 2 2
Group contribution 2 2
Realised exchange gains/(losses) -196 -52
Unrealised exchange gains/(losses) 176 53
Net realised and unrealised exchange gains/(losses) -20 1
Interest expense on interest bearing loans -321 -364
Other interest expense -1 0
Other interest expenses -322 -364
Interest income on cash & short-term deposits 1 0
Net gain/(loss) on financial instruments 51
Costs of financing -17 -21
Other financial items 35 -21
2022 2021
Current income tax
Current year income tax payable 0 0
Deferred tax expense/(income) 0 -10
Total tax expense reported in the income statement 0 -10
Calculation of the income tax base 2022 2021
Profit before tax -36 -42
Permanent differences -83 104
Change in temporary differences -117 -60
Transfer to/(from) tax losses carried forward 236 -2
Current year income tax base 0 0
Current year income tax payable at 22 % 0 0
B2Holding ASA Annual report 2022
131
All figures in NOK million unless otherwise stated
Parent company financial statements
Deferred taxes
Change in
deferred taxes
Calculation of the deferred tax base 2022 2021 2022
Non-current loans to group companies 416 141
Fixed assets 6 6
Taxable temporary differences 422 147
Other receivables & liabilities -3 -3
Non-current interest bearing loans -201 -41
Tax losses carried forward - no time limit on expiry -733 -419
Reversal of basis for deferred tax asset not recognised 515 317
Deductible temporary differences -422 -147
Net basis for deferred tax / tax asset 0 0
Basis for deferred tax at 22 % -113 -70 -44
Deferred tax asset not recognised 113 70 44
Net deferred tax / change in deferred taxes 0 0 0
Comprising:
22 % deferred tax liability 93 32
22 % deferred tax asset -93 -32
0 0
Significant judgement is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and level
of future taxable profits together with future tax planning strategies.
Reconciliation of the Norwegian nominal tax rate to the effective tax rate 2022 2021
Profit before tax -36 -42
Expected tax expense at the Norwegian nominal tax rate of 22 % -8 -9
Tax effect of permanent differences -18 23
Tax effect of the change in unrecognised deferred taxes 44 -40
Tax effect on estimate change -18 26
Total income and deferred tax expense 0 0
B2Holding ASA Annual report 2022
132
All figures in NOK million unless otherwise stated
Parent company financial statements
Equipment,
fixtures &
fittings
Intangible
assets Total
Acquisition/purchase cost
At 1 January 2022 2 25 27
Additions 6 2 8
Disposals -2 0 -2
At 31 December 2022 6 26 32
Depreciation and impairment
At 1 January 2022 1 2 4
Depreciation charge for the year 1 1 2
Accumulated depreciation on disposals -2 -2
Impairment charge for the year 0
At 31 December 2022 1 3 4
Net book value
At 31 December 2022 5 23 29
At 1 January 2022 1 22 23
Depreciation method Straight line Straight line
Economic useful lives 0-5 years 3 years
NOTE 7: TANGIBLE AND INTANGIBLE ASSETS
NOTE 8: INVESTMENT IN SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES
Country of Established/ % equity interest
1)
Equity Profit Book value
Name of subsidiary incorporation acquired 2022 2021 2022 2022 2022
B2Kapital Holding S.à r.l.
2)
Luxembourg 2014 100 % 100 % 5 116 -905 3 733
BackB Investments S.à r.l.
2)
Luxembourg 2021 100 % 100 % 556 -65 584
Veraltis Group S.à r.l.
2)
Luxembourg 2022 100 % 1 1 0
Sileo Förvaltning AB
3)
Sweden 2013 - 100 %
B2 Kapital Portfolio Management S.R.L.
4)
Romania 2016 - 0.19 %
Total Carrying value 4 317
1) Voting rights in the subsidiary is equivalent to % equity interest
2) Equity and profit are based on preliminary, unaudited reports for consolidation purposes 2022
3) The company was sold to Sileo Kapital AB and dissolved through merger with its parent in December 2022.
B2Holding ASA realised a gain of NOK 10 million which is included in Net gain/(loss) on financial instruments
4) B2Holding ASA sold it’s 0.19 % share to BackB Investments S.à r.l. in May 2022
B2Holding ASA sold its investments in the Joint Ventures CE Partner S.à r.l. and CE Holding Invest S.C.S to B2Kapital Holding S.à r.l. in
December 2022 and realised a gain of NOK 77 million whereof NOK 30 million is included in realised exchange gains/(losses).
B2Holding ASA is the ultimate parent company in the B2Holding Group and consolidates the accounts for the Group. A copy of the
B2Holding Group financial statements is available at B2Holding ASA’ website at www.b2holding.no.
B2Holding ASA Annual report 2022
133
All figures in NOK million unless otherwise stated
Parent company financial statements
Cash at banks earns interest at floating rates which is based on bank deposit rates. Other restricted balances represent deposits paid
into an escrow account in connection with lease of office premises.
For the purpose of the statement of cash flow, cash and cash equivalents comprised the cash balances in the table above.
In addition the Company holds bank accounts in the Group’s multi-currency cashpool, with a net current debt amounted to NOK 2,331
million (207 million in 2021). Reported in gross amounts as respectively “Receivables from group companies” and “Payables to group
companies” in the balance sheet.
The Board of Directors has decided to propose for the Annual General Meeting in 2023 a dividend of NOK 0.20 and a share buy-back
program of NOK 0.42 per share for the financial year 2022.
2022 2021
Cash at banks:
Unrestricted balances 1 0
1 0
NOTE 9: CASH AND CASH EQUIVALENTS
NOTE 10: CHANGES IN SHAREHOLDERS’ EQUITY
Share capital
Other paid-in
capital
Other capital
reserves Other equity
2)
Total equity
At 1 January 2022 41 2 843 21 511 3 416
Profit for the year after tax -36 -36
Share issuance 0 1 1
Capital reduction -1 1 0
Share buy-back programmes
1)
-175 -175
Share based payment 5 5
Dividends -77 -77
Dividend adjustment
(paid in Jun 2022 vs provision Dec 2021) 2 2
At 31 December 2022 40 2 844 26 226 3 136
8.1 Non-current loans to group companies
2022 2021
B2Kapital Holding S.à r.l. 4 990 5 585
BackB Investments S.à r.l. 946
Veraltis Group S.à r.l. 102
Non-current loans to group companies 6 039 5 585
1) Whereof NOK 57 million on the share buy-back programme which ended 31 March 2022 and NOK 118 million
on the programme which started 27 May 2022 and ended in December 2022. See Note 11 for additional
information.
2) Includes the total consideration for Treasury shares until the share capital reduction is effective
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 11: SHARE CAPITAL AND OTHER PAID-IN CAPITAL
Ordinary shares have a nominal value of NOK 0.10 each and all provide the same rights in the Company. The number and value of
authorised and registered shares, and the amount of other paid-in capital, being the premium on shares issued less any transaction
costs of new shares issued, was as follows:
A share buy-back programme started on 8 November 2021 and ended 31 March 2022. The purpose of the programme was to reduce the
capital of the Company. In total 8,767,774 shares were bought back at an average price of NOK 9.90 per share and the share capital reduction
of NOK 0.9m was effective as of 28 July 2022.
The Company started a second share buy-back programme on 27 May 2022 which was extended 9 November 2022. The purpose of the
programme was to reduce the capital of the Company. 14,184,000 shares were bought back at an average price of NOK 8.31 per share,
corresponding to 3.53 % of the Company’s shares and decreasing the equity attributable to parent company shareholders by NOK 118m.
The share buy-back programme for 2022 is complete and the Board will propose to the Annual General Meeting 2023 to decrease the
parent Company’s Share capital and Other equity by cancellation of its 14,184,000 treasury shares acquired under the share
buy-back programme. A creditor deadline of six weeks will apply before implementation.
For further information about mandates granted to the Board of Directors to incrase the share capital, please refer to note 22 in B2Holding
Group financial statement.
Share
capital
Share
capital
Other paid-in
capital
2)
Number of shares
1)
NOK mill NOK mill
At 1 January 2021 409 932 598 41 2 843
At 31 December 2021 409 932 598 41 2 843
Capital reduction registered 28 July 2022
related to the share buy-back programme ended 31 Mar 2022 -8 767 774 - 1
Capital increase registered 20 October 2022
related to issuance of ordinary shares 200 000 0 1
At 31 December 2022 401 364 824 40 2 844
At 27 April 2023
(the date of completion of these financial statements) 401 364 824 40 2 844
1) lncluding 14,184,000 tresury shares purchased in 2022 Share buy-back programme.
2) Net proceeds after transaction costs.
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Parent company financial statements
The largest shareholders at 31 December 2022 were are as follows:
Number of shares % total
Prioritet Group AB 52 913 000 13.18 %
Rasmussengruppen AS
1) 2)
51 373 266 12.80 %
Stenshagen Invest AS
1)
26 500 143 6.60 %
Valset Invest AS 26 000 000 6.48 %
DNB Markets Aksjehandel/-analyse 21 216 971 5.29 %
B2Holding ASA
3)
14 184 000 3.53 %
Skandinaviska Enskilda Banken AB 12 089 968 3.01 %
Verdipapirfondet Alfred Berg Norge 8 538 622 2.13 %
Dunker AS 8 207 124 2.04 %
Rune Bentsen AS 8 191 680 2.04 %
Verdipapirfondet Storebrand Norge 7 201 952 1.79 %
Verdipapirfondet DnB Norge 6 156 354 1.53 %
Greenway AS 5 802 368 1.45 %
VPF DNB AM Norske Aksjer 5 182 336 1.29 %
Verdipapirfondet Alfred Berg Norge 4 331 916 1.08 %
Remaining shareholders (less than 1 %) 143 475 124 35.75 %
401 364 824 100.00 %
1) Shareholder represented in the Board of Directors.
2) Total shareholdings of Rasmussengruppen AS includes shareholdings of its fully owned subsidiaires Portia AS, Cressida AS and Viola AS.
3) B2Holdings own shares which will be used to reduce the capital of the Company
For further information about shares owned directly or indirectly by Board of Directors and Group Managment at 31 December 2022,
please refer to note 22 in B2Holding Group financial statement.
For details about Long-Term Incentive Plans (share option programmes) granted to the Group Managment and selected key employees
at 31 December 2022, please refer to note 23 in B2Holding Group financial statement.
B2Holding ASA Annual report 2022
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All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 12: INTEREST BEARING LOANS AND BORROWINGS
Non-current
The Company holds two non-current unsecured bond loans as of 31 December 2022.
Current
The Company’s third issued senior unsecured bond of EUR 200 million matures in full in May 2023.
Currency
Nominal
interest
Debt in local
currency Debt in NOK Maturity
Senior Unsecured Bond Issue 2019 EUR 6.35 % 200 2 103 May 2024
Senior Unsecured Bond Issue 2022 EUR 6.90 % 150 1 577 Sept 2026
Currency
Nominal
interest
Debt in local
currency Debt in NOK Maturity
Senior Unsecured Bond Issue 2018 EUR 4.75 % 200 2 103 May 2023
Repayment schedule at 31 December 2022 EUR NOK
In 2023 114 1 203
In 2024 200 2 103
In 2026 150 1 577
464 4 883
At 31 December 2022 the Company holds EUR 85.6 million in treasury bonds reflected in outstanding nominal amounts in table above.
Financial covenants
All financial covenants have been met at 31 December 2022 and 31 December 2021. For further details, please refer to note 24 in B2Holding
Group financial statement.
B2Holding ASA Annual report 2022
137
All figures in NOK million unless otherwise stated
Parent company financial statements
2022 2021
Provision for soscial security on share options 2 3
Accrued interest bond loans 24 31
Proposed dividend 77 170
Other 22 21
126 225
2022 2021
Office premises 5 4
5 4
2022 2021
Rentals payable within one year 9 6
Rentals payable from one to five years 46 25
55 30
NOTE 13: OTHER CURRENT LIABILITIES
NOTE 14: COMMITMENTS
The Company has entered into two commercial leases for office premises. The lease contract for the current office premises was signed
in 2021 for a 10 year rental period starting from September 2022. The lease contract for office premises in Stortingsgaten 22 expires in
June 2024 and are subleased until maturity.
Further the Company has entered into a commercial lease for accommodation of visiting employees.
All leases for office premises are annually adjusted according to the consumer price index. The lease contracts states that the lessee can
only use the office premises as an office space within the existing line of business unless they have written consent from the lessor agreeing
to something else.
The operating lease costs for the following types of lease were as follows:
The future minimum rentals payable under the non-cancellable operating lease at 31 December 2022 were as follows:
The future minimum rentals payable does not include the future minimum rentals receivables from sublease of Stortingsgaten 22 amounting
to NOK 4.5 million
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All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 15: RELATED PARTY DISCLOSURE
The Company’s related parties include the Group management
team, Board of Directors, associated companies and joint ventures.
For details, please refer to note 29 in B2Holding Group financial
statment.
Transactions with associated companies and joint ventures
See note 8 for transactions with associated companies and joint
ventures.
Group companies
Companies in the B2Holding Group are also related parties.
Sales to and purchases from intra-group related parties are made
at normal market prices as the transactions are performed on the
same terms as unrelated parties.
Outstanding intra-group balances at the year end are unsecured,
and other than for interest bearing loans, and interest free. At 31
December 2022 and at 31 December 2021, the Company has not
made any provision of doubtful debts relating to intra-group related
party balances. This assessment has been undertaken for each period
end based on an examination of the financial position of the related
party and the market in which the related party operates.
For further details of the Group’s transactions with related parties,
please refer to note 29 in B2Holding Group financial statement.
NOTE 16: GUARANTEES
B2Holding ASA has issued a guarantee limited to EUR 900 million
with the addition of any and all interests, default interests, costs
and expenses to DNB Bank ASA as Agent on behalf of itself, Nordea
Bank ABP, Branch of Norway and Swedbank AB in connection with
the provision of the Group’s senior secured multi-currency revolving
credit facility of EUR610 million.The guarantee was issued on
behalf of the borrower under the multi-currency revolving credit
facility, B2Holding ASA’s 100 % directly owned subsidiary, B2Kapital
Holding S.à r.l. The total utilised amount under the facilities at 31
December 2022 was EUR 405 million.
B2Holding ASA has granted a soft guarantee to Senior Noteholders
in the SFA which cover all reporting obligations in the related
financing documents.
B2Holding ASA has issued a office rental guarantee with effect
from 10 October 2017 in favour of the lessor of the Group’s offices
in Gothenburg, Sweden.In 2021 was the rental agreement extendend
three years if not cancelled within a specified date. Although the
guarantee is unlimited, the Group estimates that its exposure for
the remaining rental period is limited to the yearly rental cost for
the period, which amounts to SEK 2.4 million.
B2Holding ASA has issued a office rental guarantee with effect
from 19 December 2017 in favour of the lessor of the Group’s
offices in Wroclaw, Poland. The guarantee agreement is limited
to the aggregated amount of EUR 402 thousand, which are ment
to cover 3 months office rental cost, and are valid until 90 days
following the rental agreement maturing in June 2031.
NOTE 17: SUBSEQUENT EVENTS
The Board of Director’s has proposed for the Annual General
Meeting 2023 to pay a cash dividend of NOK 0.2 per share for
2022 and a share buy-back programme of NOK 0.42 per share for
the financial year 2022.
In the first quarter of 2023 B2Holding completed a tap issue of
EUR150m in B2H06. The tap proceeds were used to repurchase
EUR19m of B2H04. Please see Directors’ report for more
information.
B2Holding ASA Annual report 2022
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Responsibility statement
Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the
period 1 January to 31 December 2022 have been prepared in accordance with current
applicable accounting standards and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the entity and the Group taken as a whole.
We also confirm that the Board of Directors’ report includes a true and fair review
of the development and performance of the business and the position of the entity
and the group, together with a description of the principles risks and uncertainties
facing the entity and the group.
Oslo, 27 April 2023
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Grethe Wittenberg Meier
Board Member
/sign/
Kjetil Garstad
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Adele Bugge Norman Pran
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Trond Kristian Andreassen
Board Member
/sign/
Erik J. Johnsen
Chief Executive Officer
B2Holding ASA Annual report 2022
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Aditor’s report
Auditor’s report
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of B2Holding ASA
Report on the audit of the financial statements
Opinion
We have audited the financial statements of B2Holding ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31
December 2022 and the income statement and the cash flow statement for the year then ended and
notes to the financial statements, including a summary of significant accounting policies. The
consolidated financial statements of the Group comprise the statement of financial position as at 31
December 2022, the income statement, statement of comprehensive income, statement of cash flows
and statement of changes in equity 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 legal requirements,
• the 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 cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
• the consolidated 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 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.
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 in
accordance with the requirements of the 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 the Company for 9 years from the election by the general meeting of the
shareholders on 3 December 2014 for the accounting year 2014.
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 for 2022. 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
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opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Estimated future cash collections from purchased loan portfolios
Basis for the key audit matter
Purchased loan portfolios account for 68% of total
assets of the Group. Estimated future cash
collections from purchased loan portfolios is the
basis for the book value of purchased loan
portfolios and is also input into the disclosure of
fair value of purchased loan portfolios in the notes
to the consolidated financial statement. Estimation
of future cash collections from purchased loan
portfolios is complex and require significant
judgement from management about the value,
probability, and timing of expected future cash
flows. Furthermore, the estimates of future cash
flows depend on management’s approach to
managing the portfolios (e.g., changes in
collection policies and strategies) and local
regulations. The estimation of future cash
collections from purchased loan portfolios was
considered a key audit matter based on the
significant judgments involved.
Our audit response
We tested the consideration price upon
acquisition of loan portfolios to the purchase
agreement. We tested the approval by Group
management of the initial cash collection forecast
of the purchased portfolio prepared by local
management and compared the initial cash
collection forecast to historical cash collection on
similar loan portfolios. We also compared the
calculated effective interest rate on the purchased
loan portfolio to the effective interest rate on loan
portfolios purchased in previous years.
Furthermore, we tested changes in future cash
collection estimates by comparing actual cash
collection to forecasted cash collection and by
testing the historical accuracy of prior year
forecasts. As part of our procedures, we
discussed the assumptions used including
amounts, probability, and timing of expected
future cash flows, changes in policies and
strategies, seasonality and local regulations with
management and controllers. We also assessed
the Company’s disclosure in note 3 Critical
accounting judgments and key sources of
estimation uncertainty, note 2.4 and note 4.3
Purchased Loan Portfolios.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the Chief Executive
Officer) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the 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 the other information is materially inconsistent with the
financial statements, there is a material misstatement in this other information or that the information
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required by applicable legal requirements is not included in the board of directors’ report, the statement
on corporate governance or the statement on corporate social responsibility, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated 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 and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or 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.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
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• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of B2Holding 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 B2HoldingASA-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
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance
about whether the financial statements included in the annual report have been prepared in accordance
with the ESEF Regulation.
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As part of our work, we perform procedures to obtain an understanding of the company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Oslo, 27 April 2023
ERNST & YOUNG AS
The auditor's report is signed electronically
Kjetil Rimstad
State Authorised Public Accountant (Norway)
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Alternative performance measures
Alternative performance
measures
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies
reporting under IFRS. The consolidated financial statements
comply with IFRS as issued by the International Accounting
Standards Board (IASB) and approved by the EU. In addition,
the Group presents alternative performance measures (APMs).
These measures do not have any standardized meaning prescribed
by IFRS and therefore are unlikely to be comparable to the
calculation of similar measures used by other companies.
The APMs are regularly reviewed by Management and their aim is
to enhance stakeholders’ understanding of the Group’s performance
and to enhance comparability between financial periods. The APMs
are reported in addition to, but are not substitutes for the financial
statements prepared in accordance with IFRS.
The APMs provide a basis to evaluate operating profitability and
performance trends, excluding the impact of items which in the
opinion of Management, distort the evaluation of the performance
of our operations. The APMs also provide measures commonly
reported and widely used by investors as an indicator of the Group’s
operating performance and as a valuation metric of debt purchasing
companies. Furthermore, APMs are also relevant when assessing
our ability to incur and service debt.
APMs are defined consistently over time and are based on the
financial datas presented in accordance with IFRS.
B2Holding ASA Annual report 2022
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Alternative performance measures
2022 2021
Total revenues 3 477 3 155
Adjust for cost of collateral assets sold, including impairment -392 -119
Net revenues 3 085 3 036
Operating profit/(loss) 1 029 1 308
Non-recurring items
Changes in future collection estimates 32
Interest revenue on loan receivables 0 10
Other revenues 0 -3
External expenses of services provided -4 -4
Personnel expenses 31 4
Other operating expenses 147 18
Depreciation and amortisation 1
Impairment 99 1
Total Non-recurring items 306 25
Adjusted EBIT 1 334 1 333
Operating profit/(loss) 1 029 1 308
Add back depreciation, amortisation and impairment losses 184 88
EBITDA 1 212 1 396
Total revenues 3 477 3 155
Add back Amortisation of purchased loan portfolios 1 898 2 609
Add back Revaluation of purchased loan portfolios 424 104
Adjust for Repossession of collateral assets -299 -559
Adjust for Profit from investments in associated parties/joint ventures -100 -99
Add Cash received from investments in associated parties/joint ventures 295 184
Adjust for Non-recurring items 0 7
Cash revenue 5 695 5 402
Operating profit/(loss) 1 029 1 308
Add back Amortisation of purchased loan portfolios 1 898 2 609
Add back Revaluation of purchased loan portfolios 424 104
Add back Depreciation, amortisation and impairment losses 184 88
Adjust for Repossession of collateral assets -299 -559
Add back Cost of collateral assets sold, including impairment 392 119
Adjust for Profit from investments in associated parties/joint ventures -100 -99
Add Cash received from investments in associated parties/joint ventures 295 184
Adjust for Non-recurring items 174 24
Cash EBITDA 3 996 3 779
Alternative performance measures - reconciliation
B2Holding ASA Annual report 2022
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Alternative performance measures
ALTERNATIVE PERFORMANCE MEASURES (APMS)
Definitions of APMs applied in the table above:
Adjusted EBIT (Adj. EBIT) - Adjusted EBIT consists of
Operating profit/(loss) (EBIT) adjusted for Non-recurring items.
Amortisation - Amortisation is the amount of the gross collections
that are used to reduce the book value of the purchased portfolios.
Cash EBITDA - Cash EBITDA consists of EBIT added back
Amortisation and Revaluation of purchased loan portfolios,
Depreciation and amortisation and Impairment of tangible and
intangible assets and Cost of collateral assets sold, adjusted for
Repossession of collateral assets and the difference between cash
received and recognised Profit from investments in associated
parties/joint ventures. Cash EBITDA is a measure of actual
performance from the collection business (cash business) and other
business areas. Cash EBITDA is adjusted for Non-recurring items.
Cash revenue - Cash revenue consists of Total revenues added
back Amortisation and Revaluation of purchased loan portfolios
and adjusted for Repossession of collateral asset and the difference
between cash received and recognised Profit from shares in
associated parties/joint ventures and participation loan/notes.
Cash revenue is a measure of actual revenues (cash business)
from the collection business and other business areas. Cash
revenue is adjusted for Non-recurring items.
EBITDA - Operating profit before depreciation and amortisation
(EBITDA) consists of operating profit (EBIT) adding back
depreciation, amortisation and impairment of tangible and
intangible assets.
Net revenues - Net revenues are the Total revenues reported
less the Cost of collateral assets sold, including impairment.
Non-recurring items - Significant profit and loss items that are
not included in the Group’s normal recurring operations, which are
difficult to predict and are considered to have low forecast value for
the future earnings trend. Non-recurring items may include but are
not limited to restructuring costs, acquisition and divestment costs,
advisory costs for discontinued acquisition projects, integration
costs, termination costs for Group Management and country
managers, non-portfolio related write offs, unusual legal expenses,
extraordinary projects, and material income or expenses relating
to prior years.
Revaluation - Revaluation is the period’s increase or decrease
in the carrying value of the purchased loan portfolios attributable
to changes in forecasts of future collections.
Definitions of other Alternative Performance Measures
(APMs) used in this report:
Adjusted EBIT % (Adj. EBIT %) - Adjusted EBIT % is
Adjusted EBIT expressed as a percentage of Net revenues
excluding Non-recurring items.
Adjusted EPS (Adj. EPS) - Adjusted earnings per share is
calculated based on Adjusted Net profit (Adj. Net profit) for
the period divided by the weighted average number of outstanding
shares during the respective period.
Adjusted return on equity (Adj. ROE) - Adjusted return on equity
is calculated based on rolling 12-months Adjusted Net profit (Adj.
Net profit) for the Group divided by the average equity attributable
to parent company shareholders, with average equity calculated
as a simple average based on opening and closing balances for the
respective 12-month period but adjusted for Non-recurring items.
Adjusted Net profit (Adj. Net profit) - Adjusted Net profit consists
of Profit/(loss) after tax adjusted for Non-recurring items reduced
by the tax rate for the period.
Administration and management costs - Administration and
management costs include Head Office and other Group costs such
as Investment Office.
Cash collections - Cash collections include unsecured collections,
secured cash recoveries, cash received from SPVs and joint ventures,
and REO sales proceeds.
Cash margin - Cash margin consists of Cash EBITDA expressed
as a percentage of cash revenue.
Cost other revenues - Cost other revenues is all external and
internal operating costs excluding Administration and management
costs and not related to the collections of B2Holding’s purchased
loan portfolios.
Cost to collect - Cost to collect is all external and internal operating
costs related to the collections of B2Holding’s purchased loan
portfolios.
Estimated Remaining Collections (ERC) - Estimated remaining
collections (ERC) expresses the gross collections in nominal values
expected to be collected in the future from the purchased loan
portfolios owned at the reporting date and the Group’s share of
gross collections on portfolios purchased and held in joint ventures.
ERC includes ERR.
Estimated Remaining Recoveries (ERR) - Estimated remaining
recoveries (ERR) expresses the gross collections in nominal values
expected to be recovered in the future from the purchased secured
loan portfolios owned at the reporting date and the Group’s share
of gross collections on secured portfolios purchased and held in joint
ventures.
Gross collections - Gross collections are the actual cash collected
and assets recovered from purchased portfolios.
Leverage ratio - Net interest bearing debt over Cash EBITDA
calculated for the last 12 months.
B2Holding ASA Annual report 2022
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Alternative performance measures
Liquidity reserve - Cash and short-term deposits (less NOK 200
million to cover working capital) plus unutilised credit facility lines,
plus fair value of treasury bonds and less short-term vendor loans.
Cash flow from future operations is not included in the number.
Net debt - Net debt consists of nominal value of interest bearing
loans and borrowings less treasury bonds plus utilised bank
overdraft less cash and short-term deposits.
Net interest bearing debt - Net interesting-bearing debt consist
of carrying value of interest bearing loans and borrowings less
treasury bonds plus utilised bank overdraft less cash and
short-term deposits.
Operating cash flow per share - Operating cash flow per share
is operating cash flow from consolidated statement of cash flows
divided on the weighted average number of shares outstanding in
the reporting period. Operating cash flow per share is a measure
on actual cash earned from operating business per share.
B2Holding ASA Annual report 2022
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Alternative performance measures
B2HOLDING ASA
Head office:
Cort Adelers gate 30, 0254 Oslo
Tel: +47 22 83 39 50
E-mail: [email protected]