corruption. Otello employees should always check with obliged to familiarize themselves with the Ethical Code
their manager or the HR department, if in doubt, and of Conduct when joining the company.
consider whether the exchange of business courtesy
would be acceptable if it should become publicly known. The Ethical Code of Conduct focuses on the following
key areas: the rights and obligations of our employees; a
No person acting on behalf of Otello is allowed to accept healthy and safe working environment; anti-corruption;
any amount of cash or cash equivalents (such as gift cer- and the external environment.
tificates or market securities and similar), regardless of
the sum. Correspondingly, cash or cash equivalents may A violation of the Ethical Code of Conduct may result in
never be offered by Otello employees as a business cour- disciplinary action, up to and including termination of
tesy, regardless of the sum.
employment. Several of the guidelines concern actions
that are also punishable offenses. The Human Resourc-
es department is responsible for following up on any
Whistleblowing
Otello encourages freedom of speech and blowing the possible breaches.
whistle on malpractice, fraud, illegality, or breaches of
rules, regulations, and procedures or raising health and Transparency Act
safety issues. Any Otello staff member making a whis- Otello has published a Transparency Act report on its
tleblowing report is protected from any repercussions, website at https://www.otellocorp.com
such as dismissal and other forms of reprisal. To secure
of BRL-denominated expenses are also incurred by the any fines as a result of the complaint, Otello may have to
Group in Brazil related to this investment.
carry some or all of that liability pursuant to the terms of
the sale of AdColony. However, Otello has not recognized
During 2023 and 2022, the Group did not use forward ex- any contingent liabilities in the interim financial state-
change contracts to hedge its currency risk, and Otello ments related to this matter.
had not entered into any foreign exchange contracts as
an effective procedure, staff members may blow the RISK FACTORS
whistle either in person or anonymously to the Work En- Otello has operations across multiple markets and is
of December 31, 2023.
Operational risk
Otello will have limited operational risk going forward
as we have no operations which are consolidated into
vironment Committee.
therefore exposed to a range of risks that may affect
its business. Some key risk areas are discussed and de-
Credit risk
Credit risk is the risk of losses that the Group would suf- our P&L. The operational risk is limited to corporate func-
fer if a counterparty fails to perform its financial obli- tions as well as the management of our partly owned
gations. The Group's exposure to credit risk is mainly re- assets and in particular Bemobi.
lated to external receivables, which are immaterial, and
To improve communication and ensure that issues do not scribed below.
escalate to the point where they become a whistleblow-
ing case, Otello focuses on the following practices:
Financial risk
Otello will have very limited financial risk going forward
accordingly credit risk is not considered significant.
Directors and Officers Liability Insurance
• Communicate the Company’s norms, values, and rules as we have no operations which are consolidated into
and regulations regarding ethical conduct.
• Create an open atmosphere by making sure that staff
members have the opportunity and possibility to meet Risk management in the Group is carried out by manage-
and discuss issues in formal and informal settings.
Otello Corporation ASA and its subsidiaries are covered
our P&L, nor do we have any interest-bearing debt.
The Group has limited exposure in terms of credit risk by Directors and Officers liability insurance. The insur-
related to loans and receivables.
ance indemnifies directors and officers for defense costs
and potential legal liability arising out of claims made
against them while serving on a board of directors and
ment and approved by the Board of Directors. Potential
Liquidity risk
• Discuss and put questions regarding freedom of speech risks are evaluated regularly and management deter-
and whistleblowing on the agenda in internal commu- mines appropriate strategies related to how these risks
As of December 31, the Group had bank deposits well in or as an officer. The insurance renews annually and the
excess of the recognized liabilities. Accordingly, liquidity sum insured was USD 25 million as of December 31, 2023.
risk is not considered significant.
nications.
are to be handled within the Group under the approved
policies. The Group is exposed to market (currency) risk,
credit risk, and liquidity risk to varying degrees.
OUTLOOK
The Environment
Cash and cash equivalents at the end of 2023 were Otello’s strategic focus has been to build and grow com-
$14,576 thousand. As of December 31, 2023, Otello has no panies with the ambition to create the highest possible
Otello understands the importance of supporting the
environment and seeks to prevent any negative envi- Currency risk
outstanding loans payable.
value for our shareholders. We saw the culmination of
this effort in 2021 where we were able to both IPO Be-
ronmental impact our activities might have. Otello has The majority of the financial risk that the Group is ex-
incorporated its environmental policy as a part of the posed to relates to currency risk due to exchange rate
The Group’s equity was $109,024 thousand at the end of mobi on the Bovespa in Brazil at a significant premium
2023, corresponding to an equity ratio of 98.9%.
Ethical Code of Conduct.
fluctuations. Both revenue and operating expenses are
exposed to foreign exchange rate fluctuations.
to our initial purchase price, as well as sign and close a
transaction selling AdColony to Digital Turbine.
Otello is committed to using environmentally safe prod-
Although Otello does invest its money conservatively, all
ucts in the workplace, to evaluating the consumption of The majority of the Group's operating expenses are de-
energy and other resources to ensure efficient use, and nominated in Norwegian kroner (NOK) or United States
to ensuring the development of environmentally protec- dollars (USD). The Group maintains cash deposits in both
our investments are subject to risk. For example, Otello’s In Bemobi, Otello remains the biggest shareholder and is
cash and other investments placed in Norwegian finan- positive about the prospects of the business. Otello will
cial institutions are not guaranteed by the government have an opportunistic view on its financial investment in
above NOK 2 million per institution. If the financial insti- the company. Otello has, as a result of the transactions
tution were to go bankrupt, a portion of Otello’s cash or above and proceeds received, already repaid all our debt,
launched and completed share buybacks accessible to all
shareholders of over USD 166 million since 2021 and paid
As reported in the media, on January 14, 2020, the Nor- in 2022 nearly USD 200 million in dividend to our share-
wegian Consumer Council (NCC) filed a complaint to the holders. Going forward, the goal is to maximize the value
Norwegian Data Protection Authority (DPA) against Grin- of all our remaining assets and continue to aggressively
dr and five other companies, including AdColony, which return cash to shareholders, most likely through a combi-
is a supplier to Grindr. Should AdColony be liable to pay nation of share buybacks and dividends.
tive procedures.
currencies, and no capital controls are limiting the Group's
ability to exchange between these currencies, if required.
Otello has implemented the following guidelines and
investment could be lost.
reporting schemes to ensure a high ethical standard The Group's largest asset, its investment in the shares
throughout the organization. The Ethical Code of Con- of Bemobi Mobile Tech S.A, is denominated in Brazilian
duct is created to help employees, clients and business reais (BRL). Accordingly, fluctuations in the exchange
partners understand Otello’s values and standards. Otel- rate between the BRL and the Group's reporting curren-
lo’s reputation is created by the conduct of each indi- cy, USD, can impact both the reported profit or loss and
vidual staff member. Therefore, all staff members are the carrying value of that investment. A small number
18
Otello Corporation ASA - Annual Report 2023
Otello Corporation ASA - Annual Report 2023 19