2023  
Annual  
Report  
 
Otello Corporation ASA - Annual Report 2023  
Table of contents  
04 CEO Letter  
06 Shareholder information  
10 Representation of Board of Directors  
12 Report from the Board of Directors  
24 Otello Group financial statements  
50 Parent company financial statements  
70 Auditor’s report  
76 Principles of corporate governance  
 
CEO Letter  
In 2023, Otello continued to return cash to its share- value for our shareholders. We saw the culmination of  
holders and is positioned to maximize the value of its this effort in 2021 where we were able to both IPO Be-  
remaining asset.  
mobi on the Bovespa in Brazil at a significant premium to  
our initial purchase price, as well as sign and close a  
transaction selling AdColony to Digital Turbine.  
FINANCIAL OVERVIEW  
In 2023, Otello continued reducing its expenses which,  
were down 3% vs 2022. A favorable movement in the In Bemobi, Otello remains the biggest shareholder and is  
share price of Bemobi allowed for a partial reversal of positive about the prospects of the business. Otello will  
prior impairment losses, and accordingly an operating have an opportunistic view on its financial investment in  
profit of USD 1,134 thousand (2022: 2,619 thousand).  
the company. Otello has, as a result of the transactions  
above and proceeds received, already repaid all our debt,  
As of 31 December 2023, Otello had a cash position of USD launched and completed share buybacks accessible to all  
14,576 thousand, a reduction from 2022 (18,373 thousand), shareholders of over USD 166 million since 2021 and paid  
largely due to share buybacks of USD 2,610 thousand.  
in 2022 nearly USD 200 million in dividend to our share-  
holders. Going forward, the goal is to maximize the value  
of all our remaining assets and continue to aggressively  
RETURNING CASH TO SHAREHOLDERS  
The Company’s remaining goal is to maximize the val- return cash to shareholders, most likely through a combi-  
ue of its remaining asset, its stake in Bemobi, and return nation of share buybacks and dividends.  
cash to its shareholders. Since June 20, 2023, Otello has  
been conducting a share buyback program. During 2023,  
a total of USD 2,610 thousand in cash was returned to  
shareholders through the acquisition of 3,180,027 shares.  
FUTURE  
Otello’s strategic focus has been to build and grow com-  
panies with the ambition to create the highest possible  
Jason Hoida  
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5
 
8.5%  
U.K.-based  
accounts  
23.4%  
Ireland-based  
accounts  
Investor Relations  
2.3%  
Sweden-based accounts  
2.3%  
KPI [2019-2023]  
2019  
2020  
2021  
2022  
2023  
Luxembourg-based accounts  
Revenue ($ million)  
240.7  
19.4  
259.0  
23.4  
19.1  
0.1  
(6.3)  
4.8  
0.2  
(3.4)  
(1.6)  
0.0  
(3.7)  
(3.3)  
Adjusted EBITDA ($ million)  
Operating cash flow ($ million)  
(0.2)  
62.7%  
Norway-based  
accounts  
Adjusted EBITDA represents EBITDA excluding stock-based compensation expenses, impairment and restructuring expenses  
LARGEST SHAREHOLDERS at December 31, 2023  
Shares  
INVESTOR RELATIONS POLICY  
Communication with shareholders, investors, and  
SAND GROVE OPPORTUNITIES AS  
CITIBANK, N.A.  
GOLDMAN SACHS INTERNATIONAL  
VERDIPAPIRFONDET DNB TEKNOLOGI  
AREPO AS  
OTELLO CORPORATION ASA  
VERDIPAPIRFONDET NORDEA NORGE VERD  
BANK PICTET & CIE (EUROPE) AG  
SKANDINAVISKA ENSKILDA BANKEN AB  
BNP PARIBAS  
31.3 %  
20.6 %  
7.6 %  
7.0 %  
5.7 %  
3.5 %  
2.2 %  
2.1 %  
analysts, both in Norway and abroad, is a high  
priority for Otello. The company’s objective is to  
2022  
57.1 %  
1.2 %  
10.9 %  
3.6 %  
2.3 %  
20.9 %  
2.1 %  
Country breakdown shareholders:  
Norway-based accounts  
Ireland-based accounts  
U.K.-based accounts  
2023  
62.7 %  
23.4 %  
8.5 %  
2.3 %  
2.3 %  
ensure that the financial markets have sufficient  
information about the company in order to be able  
to make informed decisions about the company’s  
Sweden-based account  
Luxembourg-based accounts  
U.S-based accounts  
Belgium-based accounts  
France-based accounts  
Accounts based elsewhere  
underlying value.  
2.1 %  
1.0 %  
0.9%  
1.4 %  
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7
 
Executive Team  
Otello Corporation ASA  
Jason Hoida  
Chief Executive Officer  
Scott Kerrison  
Chief Financial Officer  
Jason Hoida is the Chief Executive Officer at Otello Scott Kerrison was appointed Chief Financial Officer in  
Corporation ASA, a position he has held since January January 2024. He is responsible for the overall financial  
2024. Mr. Hoida has extensive experience in the software management of the Group, including consolidated fi-  
and tech industry and has held the position of General nancial reporting, tax compliance and investor relations.  
Counsel at Opera Software ASA from 2009-2016 and at Scott joined the company in 2019 and previously held the  
Otello Corporation from 2016. Prior to his joining Opera role of Head of Accounting.  
he was an associate at the law firm Wikborg Rein in the  
Technology, Media and Telecom department.  
Before joining Otello, Scott had worked with several of  
Australia's leading commercial property groups (includ-  
Mr. Hoida holds a law degree from Hamline School of ing The GPT Group, DEXUS Property Group and Colonial  
Law in St. Paul Minneapolis and Bachelor's Degree from First State/Gandel Retail Management) in roles spanning  
Notre Dame University in South Bend, Indiana.  
accounting, financial management and tax. Scott began  
his professional career working in the business services  
division for the mid-tier accounting firm William Buck  
(now part of Grant Thornton), providing accounting and  
tax services to small- and medium-sized businesses.  
Since completing an honours degree in accounting and  
finance with Monash University, Scott has also obtained  
a Master of Business Administration from Melbourne  
Business School and a Master of Applied Finance from  
Kaplan University. Scott is a Chartered Accountant and a  
Chartered Management Accountant.  
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9
 
The Board of Directors  
Otello Corporation ASA  
André Christensen  
Chairman  
Magdalena Kadziolka  
Board Member  
Karin Fløistad  
Board Member  
Lin Song  
Board Member  
André Christensen has extensive strategic and operational Maggie Kadziolka is the Chief Compliance Officer at Sand  
experience from the Media, Internet, and High Tech in- Grove Capital Management where she is responsible for  
dustries across Europe, North America and Asia from the U.S. and global regulatory compliance. In addition, she  
last 25 years. He is currently the CEO and Founder of the serves as a Board member of Sand Grove Special Purpose  
IPTV/OTT entertainment platform provider Firstlight Me- Fund I Ltd and Sand Grove (Cayman) GP Ltd. Before joining  
dia based in Toronto/Los Angeles/Chennai. Prior to this Sand Grove in January 2019, Maggie was the Chief Com-  
he headed product development for AT&T Entertainment pliance Officer and General Counsel at Ivory Investment  
Group following the acquisition of Quickplay Media where Management, LLC (“Ivory”), where she was responsible for  
he was the COO and co-owner. He has also been the SVP legal and regulatory support concerning U.S. and foreign  
Business Operations and Strategy at Yahoo globally after matters. Prior to this, Maggie worked in Cordium’s (since  
12 years with McKinsey & Company as a partner estab- acquired by ACA Compliance) compliance consulting divi-  
lishing and leading the Business Technology practice in sion from April 2013 until 2016, where she managed global  
Canada as well as the Global Operating Model service line regulatory matters for a client base of investment advisers  
worldwide. Mr. Christensen currently holds a board posi- of hedge funds, private equity funds and fund of funds.  
tion with Intermedia in Sunnyvale. He has a MSc/DiplKfm She began her career as an attorney at a law firm found-  
Karin Fløistad is presently partner in one of Norway's larg- Lin Song is the Co-CEO at Opera Limited, a NASDAQ list-  
est corporate lawfirms, Simonsen Vogt Wiig AS and head ed company, and a former employee of Otello from its’  
of the of the independent Appeals Body for Competition former days as Opera Software ASA, beginning at the  
Cases in Norway. She has extensive experience litigating company in 2002. Lin Song has been responsible for var-  
cases in the CJEU and in the EFTA Court and has also giv- ious high-profile projects at Opera, including holding the  
en advice in a number of years to both governmental and position of Director of Delivery and Engineering in APAC.  
private clients as a practicing lawyer. She is also qualified Prior to Opera’s browser and consumer business being pri-  
to plead before the Supreme Court in Norway and she vatized and later listed on the NASDAQ, Lin Song served as  
provides on a regular basis academic services for the law its COO responsible for business operations, and since the  
faculty at the University of Oslo.  
listing has become the Co-CEO of the company. He gradu-  
ated in 2004 from the University of International Business  
and Economics in Beijing, China.  
degree from University of Mannheim, Germany.  
ed by former SEC attorneys where her practice included  
SEC defense and investment adviser regulation. Maggie  
received a B.A. in Political Science and French (Cum Laude  
and with Honors), from New York University in 2006. In  
2009, Maggie obtained her J.D. (Magna Cum Laude), from  
New York Law School, where she was also a member of  
the Law Review.  
10  
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RBepoortafrormdthe of Directors  
Otello’s strategic focus has been to build and grow com- A profit before income taxes (including impairment gain
panies with the ambition to create the highest possible and restructuring expenses) of $7,563 thousand was rec-
value for our shareholders. We saw the culmination of ognized in 2023 (2022: $18,163 thousand). Taxes were nil
this effort in 2021 where we were able to both IPO Be- in 2023 (2022: -$2,186 thousand). The result after tax  
mobi on the Bovespa in Brazil at a significant premium for 2023 was $7,563 thousand (2022: $15,977 thousand).  
to our initial purchase price, as well as sign and close a Basic and diluted earnings per share were both $0.08  
transaction selling AdColony to Digital Turbine.  
(2022: $0.17).  
In Bemobi, Otello remains the biggest shareholder and is Cash flow  
positive about the prospects of the business. Otello will Net cash flow from operating activities in 2023 totaled  
have an opportunistic view on its financial investment in -$3,310 thousand (2022: -$1,598 thousand). Cash flow  
the company. Otello has, as a result of the transactions from investing activities amounted to $2,191 thousand in  
above and proceeds received, already repaid all our debt, 2023, vs $179,102 thousand in 2022, with the net proceeds  
launched and completed share buybacks accessible to all from the final installment from Digital Turbine’s acqui-  
shareholders of over USD 166 million since 2021 and paid sition of AdColony and dividend received from Bemobi  
in 2022 nearly USD 200 million in dividend to our share- Mobile Tech S.A, partly offset by tax paid on changing  
holders. Going forward, the goal is to maximize the value the investment regime for our shares in Bemobi Mobile  
of all our remaining assets and continue to aggressively Tech S.A. positively affecting the prior year cashflows.  
return cash to shareholders, most likely through a combi- Cash flow from financing activities was -$2,716 thousand  
nation of share buybacks and dividends.  
in 2023, compared to -$228,128 thousand in 2022. Use of  
cash for financing activities in 2023 was mainly related to  
share buybacks of $2,610 thousand.  
COMPANY OVERVIEW  
Otello Corporation ASA, the parent company of the  
Group, is domiciled in Norway. The Company’s principal As of December 31, 2023, the Group had a cash balance of  
offices are located at Gjerdrums vei 19, Oslo, Norway. The $14,576 thousand (2022: $18,373 thousand), and no inter-  
company is a public limited company that is listed on the est-bearing debt (2022: nil).  
Oslo Stock Exchange under the ticker OTEC.  
Balance sheet  
As of 31 December 2023, the Group had total assets of  
Corporate Costs  
Corporate costs comprise primarily i) costs related to per- $110,193 thousand (2022: $109,800 thousand). Non-cur-  
sonnel working in functions that serve the Group as a rent assets represented $95,325 thousand of this total  
whole, including CEO, Board of Directors, corporate finance and primarily consisted of our 37.6% ownership in Be-  
and accounting, legal, HR and IT, and ii) certain costs relat- mobi of $94,402 thousand. Current assets such as cash  
ed to business combinations and restructuring processes.  
and receivables represented $14,869 thousand of to-  
tal assets, of which $14,576 thousand was cash and  
cash equivalents.  
FINANCIAL SUMMARY  
Income statement  
The Group had total liabilities of $1,170 thousand as of  
Otello’s operating revenues were nil in 2023 (2022: $213 31.12.2023 (2022: $2,414 thousand), of which the entire  
thousand). Operating expenses, excluding impairment 1,170 thousand were current liabilities. Shareholders’  
and restructuring expenses, decreased by 3% to $4,113 equity was $109,024 thousand at the end of 2023, com-  
thousand (2022: $4,261 thousand). Otello delivered Adj pared with $107,387 thousand at the end of the previ-  
EBITDA (excluding impairment and restructuring expens- ous year. Otello’s equity ratio at year-end was 98.9%  
es) of -$3,705 thousand (2022: -$3,355 thousand).  
(2022: 97.8%).  
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BUSINESS OVERVIEW  
Since 2021, Otello has not had any operating segments. the Group’s equity was $109,024 thousand (parent com-  
However, Otello is a major shareholder in Bemobi, and pany: $27,678 thousand).  
through Otello Technology Investment AS has 32 719 588  
shares in Bemobi, equal to 37.6% ownership. Otello also Share Buyback Program  
holds the chairmanship of Bemobi with Otello’s former During 2023, Otello purchased 3,180,027 (2022: 10,000,000)  
CEO Lars Boilesen.  
CORPORATE OVERVIEW  
Organization  
treasury shares for $2,610 thousand (2022: $31,192 thou-  
sand) and sold 0 (2022: 0) treasury shares.  
Shareholders  
The Company had 2,764 (2022: 3,039) shareholders at  
At the close of 2023, the Otello group had 5 full-time year-end. At that time, 62.7% (2022: 57.1%) of the shares  
employees and equivalents; a reduction from 6 as at the were held in Norway-based accounts, 23.4% (2022: 1.2%)  
end of 2022.  
in Ireland-based accounts, 8.5% (2022: 10.9%) in UK-based  
accounts, 2.3% (2022: 3.6%) in Sweden-based accounts,  
2.3% (2022: 2.3%) in Luxembourg-based accounts, and  
Board of Directors composition  
At the Annual General Meeting on June 1, 2023, André 0.8% (2022: 24.9%) in accounts based elsewhere.  
Christensen was re-elected as the chairman of the Board  
of Directors, and Song Lin, Magdalena Kadziolka and Dividend  
Karin Fløistad were re-elected to the Board of Directors. The Board of Directors recommends that no dividend be  
paid for the 2023 financial year.  
Corporate governance  
The Company’s guidelines for corporate governance Going concern  
are in accordance with the Norwegian Code of Prac- In accordance with section 3-3a of the Norwegian Ac-  
tice for Corporate Governance, dated October 14, 2021, counting Act, the Board confirms that the prerequisites  
as required by all listed companies on the Oslo Stock for the going concern assumption exist and that the fi-  
Exchange. Furthermore, the guidelines meet the dis- nancial statements have been prepared based on the go-  
closure requirements of the Norwegian Accounting Act ing concern principle.  
and the Securities Trading Act. The guidelines are includ-  
ed separately in the annual report. Please see the sec- Events after the reporting period  
tion entitled “Principles of corporate governance” for For further information on subsequent events, see note  
further information.  
21 of the “Consolidated financial statements”.  
Shareholders and equity-related issues  
For further information, please see the announce-  
As of December 31, 2023, Otello Corporation ASA had ments published on the Oslo Stock Exchange website  
91,099,729 outstanding shares. As of December 31, 2023, (www.oslobors.no).  
14  
Otello Corporation ASA - Annual Report 2023  
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CORPORATE SOCIAL RESPONSIBILITY  
national workforce, where we combine the responsive-  
Creating a responsible and sustainable business is an inte- ness of a flat structure with an extreme focus on results  
gral part of everything we do at Otello. We are committed and innovation. All employees are expected to comply  
to the highest standard of social responsibility and be- with safety and health regulations that apply to our  
lieve that transparency and openness are key elements in business activities.  
obtaining a sustainable and responsible operation.  
Discrimination on the bases of sickness or disability shall  
In this part of the Board of Directors report, we de- not occur at Otello. We work hard to meet all our em-  
scribe Otello’s efforts and results related to corporate ployees’ needs. We offer shorter working hours and oth-  
social responsibility (CSR). Our CSR work is focused on er services to accommodate our employees with disabil-  
the following areas: Our employees, anti-corruption and ities or other particular needs.  
the environment.  
Otello had an average rate of absence due to sick leave of  
1.7% in the parent company in 2022 (2022: 0.0%), and an es-  
Our employees  
Otello’s success and innovation springs from the minds timated rate of 1.7% for the Group as a whole (2022: 0.0%).  
and teamwork of its employees. Our employees are our  
most valuable resource, and we are committed to inter- Anti-corruption  
acting with our employees in the same way as we strive Otello abstains from and works actively to combat cor-  
to interact with our customers, following the highest ruption and bribery. Corruption distorts economic deci-  
ethical standards and respect for individuality.  
sion-making, deters investment, undermines competitive-  
ness and, ultimately, weakens economic growth. There is  
Otello strongly condemns discrimination. We believe no single, comprehensive, universally accepted definition  
that people should be treated with respect and insist on of corruption. Therefore, each Otello employee must ad-  
fair, non-discriminative treatment, regardless of irrele- here to the existing laws and regulations in their country  
vant factors such as nationality, political views, religion, of operation. As a minimum, Otello’s internal regulations  
sexual orientation and gender.  
apply to all employees. Controls are made to ensure that  
the rules are followed. Otello has put in place internal  
We promote cultural diversity and we are proud to have guidelines to help employees in their day-to-day opera-  
4 nationalities represented within the Group. We pride tions. The following is an extract of these guidelines.  
ourselves on being an international organization, where  
innovation and teamwork take place across borders and Bribery  
time zones.  
No person acting on behalf of Otello shall attempt to  
influence someone in the conduct of their post, office  
We continually work to improve the gender balance in or commission by offering an improper advantage. Nor  
the company. At the end of 2023, 17% of the Group’s staff shall improper advantage be offered to anyone for the  
members were women. In addition, 2 of the 4 Board of purpose of influencing third parties in the conduct of  
Directors of the Group are female.  
their post, office, or commission. This includes all forms  
of facilitation payments.  
The principles of equal opportunities and non-discrimi-  
nation are present throughout the organization and in all Correspondingly, no person acting on behalf of Otello  
company activities. When recruiting, we use assessment shall request, accept or receive an improper advantage  
methods such as programming tests and test cases to in connection with his/ her position or assignment or for  
give equal opportunities to all qualified applicants. Sim- the purpose of influencing a third party. Improper ad-  
ilar approaches are exercised when promoting, offering vantage can take different forms, including but not lim-  
training opportunities, etc.  
ited to money, objects, credits, discounts, travel, accom-  
modation and other services.  
Labor rights at Otello  
Otello respects and observes the fundamental labor Gifts  
rights set out in international conventions, such as the It is a normal part of business life to exchange business  
conventions of the International Labor Organization and courtesies, such as meals, transportation, recreation, fa-  
the United Nations.  
cilities or small gifts. Such an exchange of business cour-  
tesies must always follow local laws and regulations and  
not put any Otello employee in the position of a sense of  
Health and safety  
At Otello, we strive to offer our staff members a safe, obligation to return the favor, compromise professional  
healthy and inspiring workplace. We have a highly inter- judgment, or create the appearance of compromise or  
16  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 17  
 
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  
 
Report from the  
Board of Directors  
— Parent company information only  
Below, please find financial information and commen- The Company reported a profit before income taxes of  
tary on Otello Corporation ASA, the parent company $5,386 thousand (2022: profit of $20,512 thousand). The  
(“Company”) of the Otello Group (“Group”). Please note current year's result was improved by a gain of $8,615  
that the numbers and comments below are only applica- thousand from a reversal of prior impairment losses,  
ble to the Company and not for the Group. However, the primarily resulting from the increase in the share price  
information described above for the Group is also appli- in Bemobi Mobile Tech S.A (being the main investment  
cable for the Company.  
of the Company’s wholly-owned subsidiary, Otello  
Technology Investment AS) and the receipt of a group  
contribution of $7,181 thousand from Otello Technology  
FINANCIAL SUMMARY  
The Company’s main activities are to serve the Group as Investment AS.  
a whole, through the following functions and services:  
CEO, Board of Directors, corporate finance and account- Net cash flow from operating activities in 2023 totaled  
ing, legal, HR and IT. The Company charges some of the -$3,472 thousand (2022: -$2,333 thousand). Cash reserves  
costs related to these functions to subsidiaries. There were used to initiate a share buyback, with $2,610 thou-  
was limited operational activity in both 2023 and 2022. sand being used to buy back shares from investors during  
The Company had 5 full-time employees and equivalents 2023. The cash balance decreased by $5,101 thousand in  
in 2023 (2022: 6).  
2023. As of December 31, 2023, the Company had a cash  
balance of $9,852 thousand (2022: $14,988 thousand).  
Operating expenses increased by 5% in 2023. This is pri-  
marily due to a timing-related increase in other operating The Company has $79,414 thousand in interest-bearing  
expenses and severance payments in the current year as debt at year-end (all owed to subsidiaries) and the Com-  
part of the company’s continued focus on cost control. pany’s equity ratio was 26% (2022: 24%).  
The Company’s operating loss excluding impairment gains  
of $4,079 thousand (2022: loss of $3,677 thousand) is in line It is the Board’s opinion that the annual accounts provide  
with operating expenses due to there being no revenues. a true and fair view of the Company’s activities in 2023.  
Oslo, April 18, 2024  
Andre Christensen  
Chairman of the Board  
Karin Fløistad  
Song Lin  
Magdalena Kadziolka  
Jason Hoida  
CEO  
20  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 21  
 
Statement by the  
Board of Directors and  
the Chief Executive Officer  
The Board of Directors and the Chief Executive Officer • The consolidated financial statements and the finan-  
(CEO) have reviewed and approved the Board of Di-  
rectors’ report and the financial statements for Otello  
Group and Otello Corporation ASA as of December 31,  
2023, (Annual Report for 2023).  
cial statements for the parent company for 2023 have  
been prepared in accordance with applicable account-  
ing standards.  
• The consolidated financial statements and the finan-  
cial statements for the parent company give a true  
and fair view of the assets, liabilities, financial position  
and profits as a whole as of December 31, 2023, for the  
Group and the parent company.  
The consolidated financial statements and the financial  
statements for the parent company have been prepared  
in accordance with accordance with IFRS® Accounting  
Standards as adopted by the EU and accompanying in-  
terpretations. The consolidated financial statements  
and the financial statements for the parent company • The Board of Directors’ report for the group and the  
also include certain disclosures in order to comply with  
certain regulations and paragraphs in the Norwegian Ac-  
counting Act and the Securities Trading Act.  
parent company includes a true and fair review of:  
• The development and performance of the business  
and the position of the Group and the parent company  
• The principal risks and uncertainties the Group and  
the parent company face  
To the best of our knowledge:  
Oslo, April 18, 2024  
Andre Christensen  
Chairman of the Board  
Karin Fløistad  
Song Lin  
Magdalena Kadziolka  
Jason Hoida  
CEO  
22  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 23  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Comprehensive Income  
USD thousands, except per share amounts  
Note  
2023  
2022  
Continuing operations  
Revenue  
-
213
213
Total operating revenue  
0
Employee benefits expense  
Depreciation and amortization expenses  
Other operating expenses  
3
4
5
(2,147)
(408)
(1,559)
(2,171)
(693)
(1,398)
Total operating expenses  
(4,113)
(4,113)
5,246
1,134
(4,261)
(4,048)
6,667
Operating profit (loss), excluding impairment and restructuring expenses  
Impairment gains (losses) and restructuring expenses  
Operating profit (loss)  
Consolidated Group  
6
2,619
Financial Statements 2023  
Share of profit (loss) from associated companies  
Other net financial items  
7
7
4,829
1,600
4,146
11,398
Otello Corporation ASA  
Profit (loss) before income tax  
Tax expense  
7,563
0
18,163
(2,186)
15,977
8
Profit (loss)  
7,563
Other comprehensive income:  
Items that may or will be transferred to profit (loss)  
Foreign currency translation differences  
1,503
2,324
Items that will not be transferred to profit (loss)  
Foreign currency translation differences  
(4,818)
(34,211)
(15,910)
Total comprehensive income (loss)  
4,247
Profit (loss) attributable to:  
Owners of Otello Corporation ASA  
7,563
4,247
15,977
Total comprehensive income (loss) attributable to:  
Owners of Otello Corporation ASA  
(15,910)
Earnings (loss) per share:  
Basic earnings per share (USD)  
Diluted earnings per share (USD)  
9
9
0.08
0.08
0.17
0.17
24  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 25  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Consolidated statement of  
Financial Position  
Financial Position  
USD thousands  
Note  
12/31/2023  
12/31/2022  
USD thousands  
Note  
12/31/2023  
12/31/2022  
Assets  
Shareholders’ equity and liabilities  
Equity attributable to owners of the company  
109,024
107,387
107,387
Property, plant and equipment  
Right of use assets  
Investments  
10  
11  
12  
-
109
95,215
309
219
89,398
Total equity  
109,024
Liabilities  
Lease liabilities  
Total non-current assets  
95,325
89,926
11  
-
83
83
Accounts receivable  
Other receivables  
21
272
52
1,449
Total non-current liabilities  
0
Cash and cash equivalents  
14,576
18,373
Lease liabilities  
Accounts payable  
Other current liabilities  
11  
84
13
1,073
108
172
2,052
Total current assets  
Total assets  
14,869
110,193
19,874
13  
109,800
Total current liabilities  
Total liabilities  
1,170
1,170
2,331
2,414
Total equity and liabilities  
110,193
109,800
Oslo, April 18, 2024  
Andre Christensen  
Chairman of the Board  
Karin Fløistad  
Song Lin  
Magdalena Kadziolka  
Jason Hoida  
CEO  
26  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 27  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Cash Flows  
USD thousands  
Note  
2023  
2022  
Cash flow from operating activities  
7,563
18,163
Profit (loss) before taxes  
Income taxes paid  
8
4
6
-
408
(5,246)
31
11
693
(6,667)
(4)
Depreciation and amortization expense  
Impairment (gains) losses recognized in profit (loss)  
Changes in accounts receivable  
Changes in accounts payable  
(145)
(1,662)
(214)
(4,829)
785
(26)
(11,478)
733
(4,146)
1,123
Other adjustments for which cash effects are investing or financing cash flow  
Other adjustments for non-cash items  
Share of net income (loss) from associated companies  
Interest income received  
7
Net cash flow from operating activities  
(3,310)
(1,598)
Cash flow from investing activities  
Cash flows from losing control of subsidiaries  
Dividends received  
740
1,480
-
191,595
1,400
(13,857)
(36)
12  
8
12  
Income taxes paid  
Other cash payments to acquire equity or debt instruments of other entities  
(29)
Net cash flow from investing activities  
2,191
179,102
Cash flow from financing activities  
Payments to acquire entity’s shares  
Payment of finance lease liabilities, net  
Payments of dividends to equity holders of Otello Corporation ASA  
20  
11  
20  
(2,610)
(106)
-
(31,192)
(116)
(196,820)
Net cash flow from financing activities  
Net change in cash and cash equivalents  
(2,716)
(3,836)
(228,128)
(50,624)
Cash and cash equivalents (beginning of period)  
Effects of exchange rate changes on cash and cash equivalents  
FX differences related to changes in balance sheet items  
18,373
(675)
713
79,001
(20,378)
10,375
Cash and cash equivalents 1)  
14,576
18,373
1) Of which $94 thousand (2022: $103 thousand) is restricted cash as of December 31, 2023.  
28  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 29  
 
CONSOLIDATED STATEMENT  
Consolidated statement of  
Consolidated statement of  
Changes in Equity  
Changes in Equity  
Number of  
Number of  
shares out-  
standing  
(million)  
Trans-  
lation  
reserve  
shares out-  
standing  
(million)  
Trans-  
lation  
reserve  
Issued  
Share Treasury  
Other  
equity  
Total  
equity  
Issued  
Share Treasury  
Other  
equity  
Total  
equity  
USD thousands (except number of shares)  
capital premium  
shares  
USD thousands (except number of shares)  
capital premium  
shares  
Balance as of 12/31/2022  
91,100  
209
114,750
0
(468)
(7,105)
107,386  
Balance as of 12/31/2021  
101,100  
255
145,922
(25)
(2,792)
207,949
351,309
Comprehensive income for the period  
Comprehensive income for the period  
Profit (loss)  
7,563
7,563
Profit (loss)  
15,977
15,977
Other comprehensive income  
Other comprehensive income  
Foreign currency translation differences  
1,503
(4,818)
(3,316)
4,247
Foreign currency translation differences  
2,324
(34,211)
(18,234)
(196,820)
(31,886)
Total comprehensive income for the period  
Treasury shares purchased  
-
-
-
(2,610)
(2,610)
1,503
2,745
Total comprehensive income for the period  
-
-
-
-
2,324
(15,910)
(3,180)  
(2,610)
109,024
Dividends paid  
Capital decrease  
Treasury shares purchased  
(196,820)
0
(31,192)
(46)
(31,172)
31,218
(31,192)
Balance as of 12/31/2023  
87,920  
209
114,750
1,035
(4,360)
(10,000)  
Balance as of 12/31/2022  
91,100  
209
114,750
0
(468)
(7,105)
107,386  
Treasury shares and ordinary share  
During 2023, Otello purchased 3,180,027 treasury shares for $2,610 thousand, and sold 0 treasury shares for $0.0 thousand.  
During 2023, Otello issued 0 ordinary shares related to the incentive program, 0 ordinary shares related to business combinations, and 0 ordinary  
shares related to an equity increase. As of December 31, 2023, Otello owned 3,180,027 treasury shares.  
Face value of the shares  
The face value of the shares is NOK 0.02.  
Reserve for treasury shares  
The reserve for the Company’s own shares comprises the face value cost and excess value of own shares held by the Company.  
Translation reserve  
The translation reserve consists of all foreign currency differences arising from the translation of the financial statements of group companies  
with a functional currency that is not USD, except for those differences related to the parent company, which are booked directly to other  
equity.  
Other equity  
Other equity consists of all other transactions, including but not limited to, total recognized income and expense for the current period.  
30  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 31  
 
CONSOLIDATED STATEMENT  
Note 1  
General information  
Critical accounting estimtes and significant judgments  
The preparation of consolidated financial statements in accordance with IFRS® Accounting Standards as adopted by the EU requires manage-  
ment to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
disclosures of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could  
result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected within the next financial year.  
Management does not consider there to be any critical accounting estimates or significant judgments in these consolidated financial statements.  
and the  
Otello Corporation ASA (the “Company”) is a public limited company domiciled in Norway. The Company’s principal offices are located at Gjer-
drums vei 19, Oslo, Norway. The Company is listed on the Oslo Stock Exchange under the ticker OTELLO.
The consolidated financial statements of the Group for the year ended December 31, 2023, comprise the Company and its subsidiaries.  
These consolidated financial statements have been approved and issued by the Board of Directors on April 18, 2024 for approval by the Annual  
General Meeting on June 3, 2024.  
New standards and intepretations not yet adopted  
Certain amendments to accounting standards have been published that are not mandatory for 31 December 2023 reporting periods and have  
not been early adopted by the Group. These amendments are not expected to have a material impact on the Group in the current or future  
reporting periods and on foreseeable future transactions.  
Note 2  
Summary of significant accounting policies  
Statement of compliance and basis of the consolidated financial statements  
The consolidated financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU and accom-  
panying interpretations.
The consolidated financial statements also include certain disclosures in order to comply with certain regulations and  
paragraphs in the Norwegian Accounting Act and the Securities Trading Act.  
Note 3  
Employee benefits expense  
Basis of preparation  
The consolidated financial statements are presented in US dollars (USD), rounded to the nearest thousand, unless otherwise stated. As a result  
of rounding differences, amounts and percentages may not add up to the total. Transactions are converted from the functional currencies of the  
companies within the Group using a monthly exchange rate to US dollars.  
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements. The  
accounting policies have been applied consistently by Group entities.  
Payroll expenses [USD thousands]  
2023  
2022  
Salaries and bonuses  
(1,615)  
(1,553)  
Social security cost  
(266)  
(309)  
Pension cost  
(115)  
(135)  
Insurance and other employee benefits  
(26)  
(23)  
Payments to long-term contractual staff  
(125)  
(151)  
Total  
(2,147)  
(2,171)  
Average number of full time equivalents  
5
6
The Norwegian companies in the Group are obliged to follow the Mandatory Occupational Pensions Act and these companies' pension schemes  
follow the requirements as set in the Act.  
Consolidation principles  
Investments in associates – associates:  
Associates are entities in which the Group has significant influence, but not control, over the financial and operating policies. Significant influ-  
ence is presumed to exist when the Group holds between 20 and 50 percent of the voting power of another entity. The Group’s investment in  
Bemobi Mobile Tech S.A. (Bemobi) is assessed as being an investment in an associate, with a holding as of December 31, 2023 of 37.6 percent, and  
is accordingly accounted for using the equity method.  
Impairment  
The carrying amounts of the Group’s assets are reviewed at least annually to determine whether there is any indication of impairment. If any  
such indication exists, the asset’s recoverable amount is estimated. The Group’s main assessment where this has a material impact is the invest-  
ment in Bemobi.  
The recoverable amount for the investment in Bemobi is assessed as being the market value of the investment, where the market value is calcu-  
lated by reference to the prevailing share price of Bemobi as of the reporting date.  
An impairment loss is recognized if carrying amount of the investment exceeds its recoverable amount. Impairment losses are recognized in the  
statement of comprehensive income.  
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss  
is reversed only to the extent that the assets carrying amount do not exceed the carrying amount that would have been determined, net of  
depreciation or amortization, if no impairment loss had been recognized.  
Please see note 12 for further information.  
Compensation to the CEO and Chairman of the Board  
The incoming CEO has waived his rights under Section 15-16 of the Norwegian Working Environment Act of 2005 relating to employees' protec-  
tion, termination of employment contracts, etc.  
As compensation, the incoming CEO is entitled to receive a termination amount of twelve months’ base salary if the employment contract is  
terminated by the Company.  
As of December 31, 2023, there was no existing severance agreement between Otello and the Chairman of the Board.  
The Group has not given any loans or security deposits to the CEO, the Chairman of the Board or their related parties.  
Operating and segment information  
Throughout the year ended December 31, 2023, the Group has been comprised of a single Corporate segment.  
The Group’s principal activities now involve its investment in the shares of Bemobi Mobile Tech S.A. Following the successful IPO of Bemobi on  
Bovespa in Brazil, the Group retained a non-controlling ownership, which currently comprises 37.6% of the outstanding shares in Bemobi.  
The Group also retains rights to its Rocket Optimizer™ technology and owns some minor investments in other companies.  
A bonus program exists for the senior executive team at Otello. For each individual executive, a limit is set for the amount of bonus that can be  
achieved. The size of the bonus payment is dependent on actual company performance compared to a set of predefined targets.  
The bonus program and predefined targets are approved by the Remuneration Committee and the Board of Directors.  
No bonuses have been accrued for senior executives in the consolidated financial statements for 2023.  
32  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
33  
 
CONSOLIDATED STATEMENT  
Compensation to executive management in 2023  
Benefit  
Pension exercised  
Remu-  
Other com-  
comp- options/
Total com-  
[USD thousands]  
neration  
Salary  
Bonus pensation
ensation  
RSUs pensation  
Executive Manangement  
Lars Boilesen, CEO to 31 December 2023  
-
462.74  
-
434.09  
68.56  
-
965.38  
Petter Lade, CFO to 31 December 2023  
-
162.91  
-
136.25  
15.85  
-
315.01  
The Board of Directors  
Andre Christensen, Chairman  
64.15  
-
-
-
-
-
64.15  
Magdalena Kadziolka, Board Member  
-
-
-
-
-
-
-
Karin Fløistad, Board Member  
28.88  
-
-
-
-
-
28.88  
Maria Borge Andreassen, Board Member to 1 May 2023  
13.41  
-
-
-
-
-
13.41  
Song Lin, Board Member  
26.04  
-
-
-
-
-
26.04  
The Nomination Committee  
Simon Davies, Chairman  
-
-
-
-
-
-
-
Jakob Iqbal, Member  
2.84  
-
-
-
-
-
2.84  
Kari Stautland, Member  
2.84  
-
-
-
-
-
2.84  
Total  
138.16  
625.65  
-
570.34  
84.41  
-
1,418.55  
Shares owned by members of the Board and the Chief Executive Officer as of December 31, 2023  
[In thousands of shares]  
Name  
Commission  
Shares  
Total  
Andre Christensen  
Chairman  
42  
42  
Karin Fløistad  
Board Member  
-
-
Magdalena Kadziolka  
Board Member  
-
-
Song Lin  
Board Member  
0
0
Lars Boilesen  
CEO to 31 December 2023  
261  
261  
Jason Hoida  
CEO from 31 December 2023  
12  
12  
315  
315  
The outgoing CEO owns 260 013 shares via his fully owned company HST INVEST AS.  
Shares owned by other members of Executive Management as of December 31, 2023  
[In thousands of shares, options and RSUs]  
Title  
Shares  
Total  
Petter Lade  
CFO to 31 December 2023  
67  
67  
67  
67  
The outgoing CFO owns 66 888 shares after exercising the forward contract he held to acquire those shares at an average price of NOK 8,2406  
per share.  
Other compensation presented above includes an accrual for the first year of severance payment that was agreed between the board and the  
outgoing CEO as part of his transition into an advisor role. Other compensation also includes a severance payment to the outgoing CFO equal to  
nine months salary. The incoming CEO received no remuneration during the year in his capacity as CEO.  
Members of Executive Management are included in the Company's employee pension scheme, which is a defined contribution plan.  
There has been no compensation or other economic benefit provided in 2022 or 2023 to any member of the Executive Team or Board of Direc-  
tors from the Company or any business owned by the Company, except that mentioned above. In 2022 and 2023, there has been no significant  
additional compensation given to directors with regard to special services performed outside of their normal function.  
Compensation to executive management in 2022  
Benefit  
Pension exercised  
Remu-  
Other com-  
comp- options/
Total com-  
[USD thousands]  
neration  
Salary  
Bonus pensation
ensation  
RSUs pensation  
Executive Manangement  
Lars Boilesen, CEO  
-
451.67  
228.92  
29.19  
70.41  
-
780.19  
Petter Lade, CFO  
-
200.22  
57.23  
2.27  
18.76  
-
278.47  
The Board of Directors  
Andre Christensen, Chairman  
62.95  
-
-
-
-
-
62.95  
Magdalena Kadziolka, Board Member from 2 June 2022  
-
-
-
-
-
-
-
Anooj Unarket, Board Member to 2 June 2022  
-
-
-
-
-
-
-
Karin Fløistad, Board Member from 2 June 2022  
18.51  
-
-
-
-
-
18.51  
Birgit Midtbust, Board Member to 2 June 2022  
10.58  
-
-
-
-
-
10.58  
Maria Borge Andreassen, Board Member  
30.91  
-
-
-
-
-
30.91  
Song Lin, Board Member  
26.23  
-
-
-
-
-
26.23  
The Nomination Committee  
Simon Davies, Chairman  
-
-
-
-
-
-
-
Jakob Iqbal, Member  
3.12  
-
-
-
-
-
3.12  
Kari Stautland, Member  
3.12  
-
-
-
-
-
3.12  
Total  
155.43  
651.89  
286.15  
31.47  
89.16  
-
1,214.09  
Presented above are the bonuses earned in 2021 and paid in 2022, which are based on the 2021 results.  
Shares owned by members of the Board and the Chief Executive Officer as of December 31, 2022  
[In thousands of shares]  
Name  
Commission  
Shares  
Total  
Andre Christensen  
Chairman  
42  
42  
Karin Fløistad  
Board Member  
-
-
Maria Borge Andreassen  
Board Member  
11  
11  
Magdalena Kadziolka  
Board Member  
-
-
Song Lin  
Board Member  
0
0
Lars Boilesen  
CEO  
261  
261  
314  
314  
Shares owned by other members of Executive Management as of December 31, 2022  
[In thousands of shares]  
Title  
Shares  
Total  
Petter Lade  
CFO to 31 December 2023  
0
0
0
0
34  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
35  
 
CONSOLIDATED STATEMENT  
Note 4  
Depreciation and amortization expenses  
Note 6  
Impairment gains (losses)  
and restructuring expenses  
Depreciation and amortization expenses [USD thousands]  
Note  
2023  
2022  
Property, plant and equipment  
10  
(293)  
(584)  
Right of use assets  
11  
(115)  
(108)  
Total  
(408)  
(693)  
Following the successful IPO of the Bemobi business on Bovespa in Brazil in 2021, the Group is now a major shareholder in Bemobi Mobile Tech  
S.A with an ownership of 37.6%. The investment in Bemobi Mobile Tech S.A is recognized using the equity method, and the fair value of the  
investment has been reassessed based on the share price of that business as of December 31, 2023.  
With a price per share of 14.00 Brazilian real as of that date, a gain of USD 7,251 thousand has been recognized by reducing part of the previous-  
lyrecognized impairment.  
See Note 12 for further information regarding the Bemobi Mobile Tech S.A investment.  
Impairment gains (losses) [USD thousands]  
Note  
2023  
2022  
Bemobi Mobile Tech S.A shares  
12  
5,246  
6,667  
Total  
5,246  
6,667  
Other than the impairment testing described above, there is otherwise no indication of impairment of other assets that would require  
further impairment testing as of December 31, 2023 under IAS 36.  
Note 5  
Other operating expenses  
Other operating expenses [USD thousands]  
2023  
2022  
Audit, legal and other advisory services  
(531)  
(733)  
Insurance  
(276)  
(266)  
Purchase of equipment, not capitalized  
(194)  
(226)  
Rent and other office expenses  
(82)  
25  
Hosting expenses, excl. depreciation cost  
(55)  
(58)  
Other expenses  
(421)  
(140)  
Total  
(1,559)  
(1,398)  
Note 7  
Net financial items  
Auditor remuneration  
The following table shows audit fees for the current and prior year. For all categories the reported fee is the recognized expense in other operat-  
ing expenses for the year to the external auditor, PwC.  
[USD thousands]  
Note  
2023  
2022  
Share of profit (loss) from associated companies  
12  
4,829  
4,146  
Other net financial items  
Interest income  
785  
1,123  
Interest expenses  
(4)  
(7)  
Net FX gains (losses)  
137  
10,747  
Other net financial income (expense)  
(80)  
(57)  
Gain (loss) sale of shares  
740  
(409)  
Dividends received  
22  
-
Total other net financial items  
1,600  
11,398  
Total net financial items  
6,430  
15,544  
During the year ended December 31, 2023, the Group realised a gain of $740 thousand, relating to a refund of VAT that had previously been paid  
on services provided to the Group outside of Norway.  
Audit fees [USD thousands]  
2023  
2022  
Statutory audit  
(151)  
(151)  
Tax advisory services  
(12)  
(12)  
Other services  
(11)  
(11)  
Total  
(173)  
(173)  
36  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
37  
 
CONSOLIDATED STATEMENT  
The Group’s gross tax loss carryforwards expire as follows:  
[USD thousands]  
Norway  
Total  
No expiration deadline  
6,720  
6,720  
Total  
6,720  
6,720  
Note 8  
Taxes  
[USD thousands]  
2023  
20221  
Income tax expense recognized in the statement of comprehensive income:  
Current tax  
0
(2)  
Tax paid for change of investment regime in Brazil  
-
(13,857)  
Impact of changes in foreign exchange rate  
-
1,511  
Changes in deferred taxes  
-
10,162  
Income tax expense  
0
(2,186)  
Reconciliation of effective tax rate [USD thousands]  
2023  
2022  
Profit (loss) before tax  
7,563  
18,163  
Income tax using the corporate income tax rate in Norway (22% in 2023 / 22% in 2022)  
(1,664)  
(3,996)  
Effect of tax rates outside Norway different from 22% / 22%  
(1)  
2,057  
Effect of non-taxable and non-deductible items  
3,946  
(3,728)  
Effect of non-recognition of certain deferred tax assets  
(2,282)  
(581)  
Use of prior tax losses  
-
4,068  
Other effects  
1
(6)  
Total tax expense for the year  
0
(2,186)  
Effective tax rate  
0.0%  
12.0%  
Deferred tax assets (liabilities) and changes during the year  
Posted to  
statement  
Disposals  
of compre-  
Posted to
discon-  
hensive directly
to  
tinued  
Balance  
income the
equity operations  
Balance  
2023 [USD thousands]  
1/1/23  
12/31/23  
Accrual of tax on capital gain in Brazil  
0
-
-
-
0
Total related to temporary differences  
0
-
-
-
0
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
0
-
-
-
0
The effective tax rate in 2023 of 0.0% differs from the statutory rate of 22.0% due to the following key items:  
•
The contribution of the share of profit (loss) from associated companies and the partial reversal of the prior impairment of the investment  
in Bemobi shares are considered as permanent differences and are non-taxable for income tax purposes in Norway.  
Note 9  
Earnings per share  
Posted to  
statement  
Disposals  
of compre-  
Posted to
discon-  
hensive directly
to  
tinued  
Balance  
income the
equity operations  
Balance  
2022 [USD thousands]  
1/1/22  
12/31/22  
Accrual of tax on capital gain in Brazil  
(10,162)  
10,162  
-
-
0
Total related to temporary differences  
(10,162)  
10,162  
-
-
0
Net deferred tax assets (liabilities) recognized  
in the statement of financial position  
(10,162)  
10,162  
-
-
0
Earnings per share  
2023  
2022  
Earnings (loss) per share:  
Basic earnings (loss) per share (USD)  
0.08  
0.17  
Diluted earnings (loss) per share (USD)  
0.08  
0.17  
Shares used in earnings per share calculation  
89,875,826  
93,565,482  
Shares used in earnings per share calculation, fully diluted  
89,875,826  
93,565,482  
Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted ordinary shares on issue  
during the period.  
38  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
39  
 
CONSOLIDATED STATEMENT  
Note 10  
Property, plant and equipment  
Note 11  
Right-of-use assets and lease liabilities  
The lease liability and right of use asset relates to the Group's office in Oslo, Norway. The lease expires November 30, 2024.  
Lease liabilities (USD thousands)  
2023  
2022  
Balance as of 1/1  
190  
310  
Additions  
5
13  
Translation differences  
(9)  
(23)  
Lease payments  
(106)  
(116)  
Interest expense on lease liabilities  
4
7
Lease liabilities as of 12/31  
84  
190  
Of which:  
Current lease liabilities (less than 1 year)  
84  
108  
Non-current lease liabilities (more than 1 year)  
-
83  
Balance as of 12/31  
84  
190  
[USD thousands]  
2023  
2022  
Acquisition cost  
Acquisition cost as of 1/1  
6,506  
7,088  
Translation differences  
(160)  
(582)  
Acquisition cost as of 12/31  
6,346  
6,506  
Accumulated depreciation and impairment losses  
Depreciation and impairment losses as of 1/1  
(6,197)  
(6,108)  
Depreciation  
(293)  
(584)  
Translation differences  
144  
495  
Accumulated depreciation and impairment losses as of 12/31  
(6,346)  
(6,197)  
Net book value as of 12/31  
0
309  
Depreciation for the year  
(293)  
(584)  
Right of use assets (USD thousands)  
2023  
2022  
Balance as of 1/1  
219  
314  
Additions  
5
13  
Depreciation  
(115)  
(108)  
Right of use assets as of 12/31  
109  
219  
Depreciation for the year  
(115)  
(108)  
Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful life of each leased asset.  
The estimated useful life is considered to be the term of the contract for each leased asset.  
IFRS 16 effects on the consolidated statement of comprehensive income for the year (USD thousands)  
2023  
2022  
Operating lease expenses recognized under operating expenses decreased  
(52)  
(116)  
Depreciation expense increased as a result of depreciation of ROU assets  
57  
108  
Net interest expense increased as a result of recognition of the lease liability  
2
7
Translation differences  
(11)  
(23)  
Net effect  
(4)  
(24)  
Future lease payments  
The future minimum lease payments under non-cancellable lease contracts are as follows:  
Payments for leased premises:  
2023  
2022  
Less than one year  
113  
112  
Between one to five years  
-
84  
More than five years  
-
-
Total  
113  
196  
40  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
41  
 
CONSOLIDATED STATEMENT  
Note 12  
Investments  
The table below gives a breakdown of the total amount of other investments recognized.  
[USD thousands]  
2023  
2022  
Investment in Bemobi Mobile Tech S.A (associate)  
94,402  
88,590  
Investments in other shares  
813  
808  
Total  
95,215  
89,398  
A reconciliation of the cumulative reported balance of the investment in Bemobi Mobile Tech S.A is as follows.  
[USD thousands]  
2023  
2022  
Balance as of 1/1  
Initial recognition under the equity method  
133,198  
133,198  
Share of the profit (loss)  
16,593  
10,264  
Amortization of excess values  
(4,996)  
(3,374)  
Dividends received  
(2,758)  
(1,256)  
Translation difference  
(21,847)  
(18,141)  
Impairment  
(25,762)  
(32,101)  
Balance as of 12/31  
94,402  
88,590  
The fair value of the investment in Bemobi Mobile Tech S.A has been assessed based on the closing share price of that business as reported by  
Bovespa in Brazil at the end of each reporting period. The fair value is considered a Level 1 valuation.  
Fair value as of 12/31  
94,402  
88,590  
Investment in Bemobi Mobile Tech S.A  
Following the successful IPO of Bemobi on Bovespa in Brazil, the Group became a major shareholder in Bemobi Mobile Tech S.A with an owner-  
ship of 36.0%. During 2023, Bemobi Mobile Tech S.A cancelled the shares that it had bought back from shareholders, leading to the Group having  
an ownership of 37.6% as of December 31, 2023.  
Key financial information regarding Bemobi Mobile Tech S.A  
[BRL million]  
2023  
2022  
Revenue  
1,307.8  
1,475.8  
EBIT  
94.8  
98.7  
Net profit (loss)  
86.9  
85.6  
Assets  
1,443.4  
1,349.3  
Non-current liabilities  
42.4  
31.7  
Current liabilities  
314.6  
259.1  
Equity  
1,086.3  
1,058.5  
Otello’s share of equity in BRL  
408.5  
381.0  
Otello’s share of equity in USD  
84.2  
72.1  
Share of profit (loss) from associated companies  
2023  
2022  
Share of the profit (loss)  
6,483  
5,971  
Amortization of excess values  
(1,654)  
(1,825)  
Share of profit (loss) from associated companies  
4,829  
4,146  
The investment in Bemobi Mobile Tech S.A is recognized using the equity method.  
[USD thousands]  
2023  
2022  
Balance as of 1/1  
88,590  
89,441  
Initial recognition under the equity method  
0
Movements reflected through the statement of comprehensive income  
Share of the profit (loss)  
6,660  
5,968  
Amortization of excess values  
(1,730)  
(1,788)  
Impairment  
5,306  
5,616  
Other movements  
Dividends received  
(1,571)  
(1,400)  
Translation difference  
(2,852)  
(9,246)  
Balance as of 12/31  
94,402  
88,590  
The values reported for the Share of profit (loss) and Amortization of excess values differ between the tables in this note due to the different  
exchange rate that is used for transalation of items in the Statement of financial position (a period-end rate) compared to that which is used for  
translation of items in the Statement of comprehensive income (an average rate).  
Investments in other shares  
Otello owns 1.42% of the shares in Alliance Venture Spring AS and approximately 0.05% of the shares in Life360, Inc, which merged with Zen  
Labs, Inc during 2019. Otello owned shares in Zen Labs Inc prior to this merger. The recognized value of the investments in other shares is $813  
thousand. Management has not determined the fair value of these investments, as they are not material for the Group. Alliance Venture Spring  
is a Norwegian venture capital firm investing in early stage technology companies. Life360 provides location-based services, sharing and noti-  
fications application to consumers globally, including integrated driving safety features and tools like Crash Detection and Roadside Assistance.  
Investments in other shares are recognized at cost.  
42  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
43  
 
CONSOLIDATED STATEMENT  
Note 13  
Other current liabilities  
Note 15  
Alternative performance measures  
Alternative performance measures  
Otello discloses alternative performance measures as part of its financial reporting as a supplement to the financial statements prepared in  
accordance with IFRS. Otello believes that the alternative performance measures provide useful supplemental information to management,  
investors, financial analysts and other stakeholders, and are meant to provide an enhanced insight into the financial development of Otello’s  
business operations and to improve comparability between periods.  
EBITDA and EBIT terms are presented as they are commonly used by investors and financial analysts. Certain items are excluded in the  
alternative performance measures Adjusted EBITDA and Normalized EBIT to provide enhanced insight into the underlying financial  
performance of the business operations and to improve comparability between different periods.  
Alternative performance measures:  
Gross profit:  
This comprises revenues minus publisher and revenue share cost.  
Other current liabilities [USD thousands]  
Note  
2023  
2022  
Accrued bonuses, commission and other employee benefits  
642  
1,071  
Accrued operating expenses  
303  
113  
Public duties payable  
108  
165  
Stock-based compensation liability  
-
681  
Other current liabilities  
20  
20  
Total  
1,073  
2,052  
EBITDA:  
This is short for Earnings before financial items, taxes, depreciation and amortization. EBITDA corresponds to Operating profit (loss), (EBIT)  
in the Consolidated statement of comprehensive income excluding depreciation and amortization expenses.  
Note 14  
Contingent liabilities  
Adjusted EBITDA:  
This represents EBITDA excluding stock-based compensation, impairment and restructuring expenses. Adjusted EBITDA corresponds,  
therefore, to Operating profit (loss), (EBIT) in the Consolidated statement of comprehensive income excluding depreciation and amortization,  
stock-based compensation, and impairment and restructuring expenses.  
EBIT:  
This is short for Earnings before financial items. This is presented both including and excluding impairment and restructuring expenses in the  
Consolidated statement of comprehensive income. In the KPIs section of this report and the reconciliation below, EBIT represents earnings  
before financial items including impairment and restructuring expenses, and corresponds to Operating profit (loss), (EBIT) in the  
Consolidated statement of comprehensive income.  
See below for reconciliations from Operating profit to EBITDA and Adjusted EBITDA for all periods presented.  
The table below presents a reconciliation of profit (loss) to Adjusted EBITDA.  
GDPR complaint filed with the Norwegian Data Protection Authority (DPA)  
As reported in the media, on January 14, 2020, the Norwegian Consumer Council (NCC) filed a complaint to the Norwegian Data Protection  
Authority (DPA) against Grindr and five other companies, including AdColony, who is a supplier to Grindr. As of the date of this report, AdColony  
has not received any formal notification or complaint from the DPA. AdColony is currently looking into the NCC’s complaint and will provide  
further information if and when necessary. The Company has not recognized any contingent liabilities in the financial statements related to this  
matter.  
Material Indemnification-Related Post-Earnout Obligations from the Sale of AdColony  
Below is a summary of material indemnification-related obligations of Otello Corporation ASA (“Otello”) under that certain Share Purchase  
Agreement, dated February 26, 2021 (the “SPA”), between Otello, Digital Turbine, Inc., Digital Turbine Media, Inc. (“DT”) and AdColony Hold-  
ing AS (“AdColony”), following the settlement of DT’s earnout obligations under the SPA. The summary below does not purport to be a  
complete and accurate summary of Otello’s obligations under the SPA. For a complete understanding of all of Otello’s obligations under the  
SPA, reference should be made to the full text of the SPA, which can be found at: https://ir.digitalturbine.com/sec-filings/all-sec-filings/con-  
tent/0001104659-21-060531/0001104659-21-060531.pdf  
None of the Indemnification Obligations of Otello, as presented below, has been recognized as liabilities in the financial statement as it has yet  
to be confirmed whether Otello has a present obligation that could lead to an outflow of economic benefits, nor does the Indemnification  
Obligations of Otello meet the recognition criteria in IAS 37 as it is not probable that an outflow of economic benefits will happen at this stage.  
Indemnification Obligations of Otello  
Otello is obligated to indemnify (subject to certain limitations) DT and its affiliates for losses related to the following matters:  
(i) breaches or inaccuracies of certain representations and warranties;  
(ii) breaches of certain covenants by Otello and AdColony;  
(iii) pre-closing and certain other taxes;  
(iv) the operations and subsequent sale of Skyfire Labs, Inc.; and  
(v) certain specified matters,  
consisting of  
(A) an action for a claim under the Children’s Online Privacy Protection Act;  
(B) fines levied by the Norwegian Data Protection Authority pursuant to certain data privacy matters;  
(C) fines arising from a civil investigation by the Federal Trade Commission in connection with certain data privacy matters;  
(D) a claim for breaches of certain non-solicitation obligations of AdColony and its subsidiaries; and  
(E) a harassment claim against a former executive of AdColony.  
Reconciliation of gross profit [USD thousands]  
2023  
2022  
Total operating revenue  
0
213  
Publisher and revenue share cost  
0
0
Gross profit  
0
213  
Reconciliation of operating profit (loss) to EBITDA and adjusted EBITDA [USD thousands]  
2022  
2021  
Operating profit (loss), (EBIT)  
1,134  
2,619  
Depreciation and amortization expenses  
408  
693  
Impairment gains (losses)  
(5,246)  
(6,667)  
EBITDA  
(3,705)  
(3,355)  
Restructuring expenses  
0
0
Stock-based compensation expenses  
0
0
Adjusted EBITDA  
(3,705)  
(3,355)  
44  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
45  
 
CONSOLIDATED STATEMENT  
Note 16  
Assets  
Note 18  
Corporate structure  
Non-current assets by location [USD thousands]  
2023  
2022  
Non-current assets located in Brazil  
94,402  
88,590  
Non-current assets located in Norway  
665  
1,017  
Non-current assets located in United States  
257  
266  
Total  
95,325  
89,926  
Below is a list of group companies in the Otello group as at December 31, 2023:  
Owner and  
Entity name  
Location  
Country  
Segment  
voting share  
Otello Corporation ASA  
Oslo  
Norway  
Corporate  
Listed  
Directly owned subsidiaries  
Otello Technology Investment AS (formerly Bemobi Holding AS)  
Oslo  
Norway  
Corporate  
100%  
Indirectly owned subsidiaries  
None  
During the year ended December 31, 2023, the directly owned subsidiaries Skyfire Labs, Inc and Performance & Privacy Ireland Ltd entered liqui-  
dation after settling all liabilities and transferring their remaining assets to their parent company, Otello Corporation ASA.  
For investments in shares in equity-accounted associates and unrelated parties, the location is based on where those companies are based,  
without any tracing of the underlying location of their assets.  
The vast majority of the value of non-current assets is related to the investment in Bemobi Mobile Tech S.A. See Note 12 for further information.  
Note 17  
Financial risk and financial instruments  
Note 19  
Related parties  
Capital management  
The Company's policy has been to maintain a high equity-to-asset ratio and to maintain a solid capital base so as to maintain investor, creditor  
and market confidence and to sustain future development of the business.  
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.  
Bemobi  
The Group holds a 37.6% equity interest in Bemobi Mobile Tech S.A through common shares. Please see Note 12 for further details on the status  
of this equity interest. The Group continued to provide accounting and legal support to Bemobi on a transitional basis during 2023, which was  
priced on an arm's-length basis and all outstanding balances are settled within normal commercial terms.  
Members of the Board of Directors and Executive Management  
The Group has not engaged in any related party transactions with any members of the Board of Directors of Otello Corporation ASA or Otello  
Group executive management.  
Members of the Board of Directors and Executive Management of the Group and their immediate relatives controlled 0.4% (2022: 0.3%) of the  
Group's voting share as per December 31, 2023.  
Information regarding compensation for the Board of Directors and executive management can be found in Note 3.  
Financial risk  
Risk management in the Group is carried out by management and approved by the Board of Directors. Potential risks are evaluated on a regular  
basis and management determines appropriate strategies related to how these risks 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.  
Currency risk  
The majority of the financial risk that the Group is exposed to relates to currency risk due to exchange rate fluctuations. Both revenue and  
operating expenses are exposed to foreign exchange rate fluctuations.  
The majority of the Group's operating expenses are denominated in Norwegian kroner (NOK) or United States dollars (USD). The Group maintains  
cash deposits in both currencies, and there are no capital controls limiting the Group's ability to exchange between these currencies, if required.  
The Group's largest asset, its investment in the shares of Bemobi Mobile Tech S.A, is denominated in Brazilian reais (BRL). Accordingly, fluctua-  
tions in the exchange rate between the BRL and the Group's reporting currency, USD, can impact both the reported profit or loss and the carry-  
ing value of that investment. A small number of BRL-denominated expenses are also incurred by the Group in Brazil related to this investment.  
Foreign exchange contracts  
During 2023 and 2022, the Group did not use forward exchange contracts to hedge its currency risk, and Otello had not entered into any foreign  
exchange contracts as of December 31, 2023.  
Credit risk  
Credit risk is the risk of losses that the Group would suffer if a counterparty fails to perform its financial obligations. The Group's exposure to  
credit risk is mainly related to external receivables, which are immaterial, and accordingly credit risk is not considered significant.  
Loans and receivables  
The Group has limited exposure in terms of credit risk related to loans and receivables.  
Liquidity risk  
As of December 31, the Group had bank deposits well in excess of the recognized liabilities. Accordingly, liquidity risk is not considered significant.  
Credit facility  
As at December 31, 2023, Otello has no outstanding loans payable.  
46  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
47  
 
CONSOLIDATED STATEMENT  
Note 20  
Shares and shareholder information  
Note 21  
Events after the reporting period  
As of December 31, 2023, Otello had a share capital of NOK 1 821 994.58 (USD 184 987) divided into 91 099 729 ordinary shares with a nominal  
value of NOK 0.02 each (USD 0.002). All ordinary shares have equal voting rights and the right to receive dividends.  
The annual general meeting of the Company on June 1, 2023, authorized the Board of Directors of Otello Corporation ASA (the "Company") to  
acquire shares in the Company. The maximum value of the shares which the Company may acquire pursuant to the authorization is a total  
face value of NOK 182 199. The minimum amount which may be paid for each share acquired pursuant to this power of attorney is NOK 5, and  
the maximum amount is NOK 200. The shares purchased through the share buyback program may be disposed of to meet obligations under  
employee incentive schemes, as part of consideration payable for acquisitions made by the Company, as part of consideration for any mergers,  
demergers or acquisitions involving the Company, to raise funds for specific investments, for the purpose of paying down loans, or in order to  
strengthen the Company's capital base.  
The above authorization is valid up to and including June 30, 2024.  
Otello's case regarding the potential sale of Vewd minority stake  
On 8 January 2024, the notice of final account prior to dissolution from the liquidator of Last Lion Holdings Limited was publicly released. The  
report advised that no further dividend would be paid. This is consistent with Otello's previous assumption that no further value would be  
realised from its investment. Last Lion Holdings Limited was finally dissolved on 8 April 2024.  
No events have occurred after the reporting date that would require the financial statements to be adjusted.  
Please see stock exchange announcements for further information on any subsequent events.  
Treasury shares and ordinary shares  
During 2023, Otello purchased 3 180 027 (2022: 10 000 000) treasury shares for $2,610 thousand (2022: $31,192 thousand), and sold 0 (2022: 0)  
treasury shares for $0.0 thousand (2021: $0.0 thousand).  
As of December 31, 2023, Otello owned 3 180 027 treasury shares (December 31; 2022: 0).  
Dividends  
Otello did not pay a dividend in 2023.  
The Board of Directors proposes that the 2023 Annual General Meeting does not approve any dividend payment.  
Ownership structure  
The 20 largest shareholders of Otello Corporation ASA shares as of December 31, 2023, were as follows:  
2023  
2023  
2022  
Owner’s  
Owner’s  
and voting  
and voting  
[In thousands of shares]  
Shares  
share %  
share %  
SAND GROVE OPPORTUNITIES AS  
28,480  
31.3%  
31.3%  
CITIBANK, N.A.  
18,795  
20.6%  
0.1%  
GOLDMAN SACHS INTERNATIONAL  
7,097  
7.8%  
4.8%  
VERDIPAPIRFONDET DNB TEKNOLOGI  
6,385  
7.0%  
7.0%  
AREPO AS  
5,199  
5.7%  
5.7%  
OTELLO CORPORATION ASA  
3,169  
3.5%  
0.0%  
VERDIPAPIRFONDET NORDEA NORGE VERD  
2,041  
2.2%  
2.2%  
BANK PICTET & CIE (EUROPE) AG  
1,921  
2.1%  
0.0%  
SKANDINAVISKA ENSKILDA BANKEN AB  
1,901  
2.1%  
2.1%  
BNP PARIBAS  
1,301  
1.4%  
0.0%  
BONHEUR ASA  
1,217  
1.3%  
1.3%  
VERDIPAPIRFONDET NORDEA AVKASTNING  
789  
0.9%  
0.9%  
THE NORTHERN TRUST COMP, LONDON BR  
784  
0.9%  
0.9%  
CMDC AS  
567  
0.6%  
0.0%  
NORDNET LIVSFORSIKRING AS  
557  
0.6%  
0.1%  
BÆKKELAGET HOLDING AS  
500  
0.5%  
0.6%  
AS SUKA  
500  
0.5%  
0.0%  
VERDIPAPIRFONDET NORDEA KAPITAL  
469  
0.5%  
0.5%  
VI ØNSKER STYREPLASS AS  
446  
0.5%  
0.0%  
WOENSEL AS  
400  
0.4%  
0.4%  
Sum  
82,517  
90.6%  
57.9%  
Other shareholders  
8,582  
9.4%  
42.1%  
Total numbers of shares  
91,100  
100.0%  
100.0%  
48  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023
49  
 
PARENT COMPANY  
Statement of  
Comprehensive Income  
USD thousands  
Note  
2023  
2022  
Revenue  
0.0  
213  
213  
Total operating revenue  
0.0  
Employee benefits expense  
Depreciation and amortization expenses  
Other operating expenses  
2
3
4
(2,142)  
(384)  
(1,553)  
(1,952)  
(687)  
(1,251)  
Total operating expenses  
(4,079)  
(4,079)  
(3,890)  
(3,677)  
Operating profit (loss), excluding impairment and restructuring expenses  
Parent Company  
Impairment gains (losses) and restructuring expenses  
Operating profit (loss)  
5
8,615  
4,536  
850  
22,844  
19,167  
1,345  
Financial Statements 2023  
Net financial items  
6
Otello Corporation ASA  
Profit (loss) before income taxes  
5,386  
20,512  
0.0  
Income taxes  
7
0.0  
Profit (loss)  
5,386  
20,512  
Other comprehensive income:  
Items that may or will be transferred to profit (loss)  
Foreign currency translation differences  
(1,256)  
(24,349)  
(3,837)  
Total comprehensive income (loss)  
4,131  
Profit (loss) attributable to:  
Owners of Otello Corporation ASA  
5,386  
4,131  
20,512  
(3,837)  
Total comprehensive income (loss) attributable to:  
Owners of Otello Corporation ASA  
50  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 51  
 
PARENT COMPANY  
Statement of  
Statement of  
Financial Position  
Financial Position  
USD thousands  
Note  
12/31/2023  
12/31/2022  
USD thousands  
Note  
12/31/2023  
12/31/2022  
Assets  
Shareholders’ equity and liabilities  
Property, plant and equipment  
Right of use assets  
Investments in subsidiaries  
Other investments  
8
9
10  
11  
0
109  
97,162  
813  
284  
219  
91,810  
808  
Equity attributable to owners of the company  
27,678  
26,158  
26,158  
Total equity  
27,678  
Liabilities  
Total non-current assets  
98,085  
93,122  
Lease liabilities  
Other non-current liabilities  
9
13  
-
-
83  
81,194  
Accounts receivable  
Other receivables  
22  
272  
64  
378  
Total non-current liabilities  
0
81,277  
Cash and cash equivalents  
9,852  
14,988  
Lease liabilities  
Accounts payable  
Other current liabilities  
Other current liabilities to group companies  
9
84  
13  
1,042  
79,414  
108  
164  
845  
-
Total current assets  
Total assets  
10,146  
15,430  
12  
13  
108,231  
108,551  
Total current liabilities  
Total liabilities  
80,553  
80,553  
108,231  
1,117  
82,394  
108,551  
Total equity and liabilities  
Oslo, April 18, 2024  
Andre Christensen  
Chairman of the Board  
Karin Fløistad  
Song Lin  
Magdalena Kadziolka  
Jason Hoida  
CEO  
52  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 53  
 
PARENT COMPANY  
Statement of  
Cash Flows  
USD thousands  
Note  
2023  
2022  
Cash flow from operating activities  
Profit (loss) before taxes  
5,386  
20,512  
Depreciation and amortization expense  
Impairment (gains) losses recognized in profit (loss)  
Changes in accounts receivable 1)  
3
5
13  
13  
384  
(8,615)  
31  
(137)  
(1,205)  
220  
687  
(22,844)  
(4)  
(3)  
(631)  
(1,090)  
1,040  
Changes in accounts payable 1)  
Other adjustments for which cash effects are investing or financing cash flow  
Other adjustments for non-cash items  
Interest income received  
465  
Net cash flow from operating activities  
(3,472)  
(2,333)  
Cash flow from investing activities  
Proceeds from sale of shares  
740  
(29)  
376  
-
191,971  
(36)  
Other cash payments to acquire equity or debt instruments of other entities  
Proceeds from loans received from group companies  
Repayment of loans to group companies  
11  
13  
13  
-
(14,847)  
850  
Repayment of loans to other companies  
-
Net cash flow from investing activities  
1,087  
177,938  
Cash flow from financing activities  
Payments to acquire entity’s shares  
Payment of finance lease liabilities, net  
Payments of dividends to equity holders of Otello Corporation ASA  
(2,610)  
(106)  
-
(31,192)  
(116)  
(196,820)  
9
Net cash flow from financing activities  
Net change in cash and cash equivalents  
(2,716)  
(5,101)  
(228,128)  
(52,524)  
Cash and cash equivalents (beginning of period)  
Effects of exchange rate changes on cash and cash equivalents  
FX differences related to changes in balance sheet items  
14,988  
(642)  
607  
78,080  
(20,040)  
9,473  
Cash and cash equivalents 2)  
9,852  
14,988  
1) This includes changes in intercompany balances. See Note 13 for further information.  
2) Of which $94 thousand (2022: $103 thousand) is restricted cash as of December 31, 2023.  
54  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 55  
 
PARENT COMPANY  
Statement of  
Statement of  
Changes in equity  
Changes in equity  
Number  
Number  
of shares  
of shares  
outstanding  
(million)  
Issued  
capital  
Share  
premium  
Treasury  
shares  
Translation  
reserve  
Other  
equity  
Total  
equity  
outstanding  
(million)  
Issued  
capital  
Share  
premium  
Treasury  
shares  
Translation  
reserve  
Other  
equity  
Total  
equity  
USD thousands  
USD thousands  
Balance as of 12/31/2022  
91,100  
209  
114,750  
(0)  
(193,137)  
104,336  
26,158  
Balance as of 12/31/2021  
101,100  
255  
145,922  
(25)  
(168,788)  
280,644  
258,008  
Comprehensive income  
for the period  
Comprehensive income  
for the period  
Profit for the period  
5,386  
5,386  
Profit for the period  
20,512  
20,512  
Other  
comprehensive income  
Other  
comprehensive income  
Foreign currency  
translation differences  
Foreign currency  
translation differences  
(1,256)  
(1,256)  
(24,349)  
(24,349)  
Total comprehensive  
income for the period  
Total comprehensive  
income for the period  
-
-
-
(2,610)  
(2,610)  
(1,256)  
5,386  
4,131  
(2,610)  
27,678  
-
-
-
(24,349)  
20,512  
(3,837)  
Treasury shares acquired  
(3,180)  
Dividends paid  
Capital decrease  
Treasury shares acquired  
Treasury shares sold  
(196,820)  
(196,820)  
(46)  
(31,172)  
31,218  
(31,192)  
0
0
(31,192)  
0
Balance as of 12/31/2023  
87,920  
209  
114,750  
(194,393)  
109,722  
(10,000)  
0
Face value of the shares  
The face value of the shares is NOK 0.02.  
Balance as of 12/31/2022  
91,100  
209  
114,750  
(0)  
(193,137)  
104,336  
26,158  
Reserve for treasury share  
The reserve for the Company’s own shares comprises the face value cost and excess value of own shares held by the Company.  
Translation reserve  
The translation reserve consists of all foreign currency differences arising from the translation of the account balances that are not in USD.  
Other equity  
Other equity consists of all other transactions, including but not limited to, total recognized income and expense for the current period.  
56  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 57  
 
PARENT COMPANY  
Note 1  
Note 3  
General information and  
significant accounting principles  
Depreciation and amortization expenses  
Depreciation and amortization expenses [USD thousands]  
Note  
2023  
2022  
General information  
These are the financial statements of Otello Corporation ASA, which is the holding company for the Otello Group and includes the Group  
Executive Management (chief operating decision-makers) and associated staff functions. See also Note 1 in the Group’s consolidated financial  
statements.  
Property, plant and equipment  
Right of use assets  
8
9
(270)  
(115)  
(579)  
(108)  
Total  
(384)  
(687)  
Statement of compliance  
The parent company financial statements have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU and accom-  
panying interpretations. The parent company financial statements also include certain disclosures in order to comply with certain regulations  
and paragraphs in the Norwegian Accounting Act and the Securities Trading Act.  
These parent company financial statements have been approved and issued by the Board of Directors on April 18, 2024 for approval by the  
Annual General Meeting on June 3, 2024.  
Note 4  
The explanation of the accounting policies in the consolidated financial statements also applies to the parent company, and the notes to the  
consolidated financial statements will cover the parent company, except for the below.  
Other operating expenses  
Investments in subsidiaries – parent company  
For investments in subsidiaries, associates and jointly controlled entities, the cost method is applied. The cost price is increased when funds are  
added through capital increases or when group contributions are made to subsidiaries. Dividends received are initially taken as income. Divi-  
dends exceeding the portion of retained profit after the acquisition are reflected as a reduction in cost price. Dividend/group contributions from  
subsidiaries are reflected in the same year that the dividend is approved by the general meeting.  
Other operating expenses [USD thousands]  
2023  
2022  
Audit, legal and other advisory services  
Purchase of equipment, not capitalized  
Rent and other office expenses  
Hosting expenses, excl. depreciation cost  
Other expenses  
(530)  
(194)  
(82)  
(55)  
(692)  
(604)  
(226)  
25  
(58)  
(389)  
Investments in subsidiaries, associates and jointly controlled entities are reviewed for impairment whenever events or changes in circumstances  
indicate that the carrying amount may exceed the fair value of the investment. An impairment loss is reversed if the impairment situation is  
deemed to no longer exist.  
Company activities  
Total  
(1,553)  
(1,251)  
The Company’s main activities are to serve the Group as a whole, through the following functions and services: CEO/Board of Directors, corpo-  
rate finance and accounting, legal, HR, and IT. The Company charges some of the costs related to these functions to subsidiaries.  
Auditor remuneration  
The following table shows audit fees for the current and prior year. For all categories the reported fee is the recognized expense in other operat-  
ing expenses for the year to the external auditor, PwC.  
The principal activities of the Group’s business area are described in more detail under Operating and segment information in Note 2 in the  
Group’s consolidated financial statements.  
Audit fees [USD thousands]  
2023  
2022  
Note 2  
Statutory audit  
Assurance services  
Other services  
(172)  
0
(4)  
(182)  
(12)  
(11)  
Employee benefits expense  
Total  
(176)  
(205)  
Payroll expenses [USD thousands]  
2023  
2022  
Salaries and bonuses  
Social security cost  
Pension cost  
Insurance and other employee benefits  
Payments to long-term contractual staff  
(1,608)  
(297)  
(115)  
(26)  
(96)  
(1,484)  
(307)  
(134)  
(22)  
(6)  
Total  
(2,142)  
(1,952)  
6
Average number of employees  
5
The Company has incorporated the requirements set out by the Mandatory Occupational Pensions Act (“Obligatorisk Tjeneste Pensjon”).  
Remuneration to key management personnel  
Information about remuneration to key management personnel is given in the accompanying Note 3 in the consolidated financial statements.  
58  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 59  
 
PARENT COMPANY  
Note 5  
Note 7  
Impairment gains (losses)  
and restructuring expenses  
Taxes  
[USD thousands]  
2023  
2022  
Income tax expense recognized in the statement of comprehensive income:  
Current tax  
Following the successful IPO of the Bemobi business on Bovespa in Brazil in 2021, the Group is now a major shareholder in Bemobi Mobile Tech  
S.A with an ownership of 37.6%. The investment in Bemobi Mobile Tech S.A is recognized using the equity method, and the fair value of the  
investment has been reassessed based on the share price of that business as of December 31, 2023.  
0
-
Total  
0
0
As the shares in Bemobi Mobile Tech S.A are the main asset of the Company's wholly-owned subsidiary, Otello Technology Investment AS, the re-  
assessment of the carrying value of those shares has a follow-up impact on the assessment of the fair value of Otello Technology Investment AS.  
Recognized deferred tax assets and liabilities:  
The Company recognizes deferred tax assets related to tax losses in the statement of financial position when it is co sidered probable that  
taxable profit will be generated in future periods against which these tax losses carries forwards can be utilized. Management does not believe  
See Note 10 for further information regarding the Bemobi Mobile Tech S.A investment.  
that sufficient future taxable profits will be generated in future periods against which these tax loss carry forwards can be utilized, and accord-  
ingly they are not recognized in the statement of financial position as of December 31, 2023.  
Impairment gains (losses) and restructuring expenses [USD thousands]  
Note  
2023  
2022  
Reconciliation of effective tax rate [USD thousands]  
2023  
2022  
Otello Technology Investment AS shares  
Performance and Privacy Ireland Limited shares  
10  
10  
8,615  
-
23,033  
(189)  
Profit (loss) before tax  
Income tax using the corporate income tax rate in Norway (22% in 2023 / 22% in 2022)  
5,386  
(1,185)  
20,512  
(4,513)  
Total  
8,615  
22,844  
Effect of deferred tax assets not recognized  
Effect of non-taxable and non-deductible items  
(10)  
1,195  
121  
4,391  
Total tax expense for the year  
Effective tax rate  
0
0
0.0%  
0.0%  
The effective tax rate in 2023 of 0.0% differs from the statutory rate of 22.0% due to the following key items:  
•
The partial reversal of the prior impairment of the investment in subsidiaries is considered as a permanent difference and is non-taxable  
for income tax purposes in Norway.  
Note 6  
Net financial items  
Permanent differences  
Permanent differences include impairment losses, dividends received, share-based remuneration, and non-deductible costs.  
Other net financial items [USD thousands]  
Note  
2023  
2022  
Interest income, external  
Interest expenses, external  
Interest expenses, intercompany  
Net FX gains (losses)  
Other net financial income (expense)  
Profit (loss) sale of shares  
Dividends received  
465  
(4)  
(5,401)  
(2,153)  
7,181  
1,040  
(7)  
(2,852)  
3,573  
-
13  
740  
22  
(409)  
-
Total other net financial items  
850  
1,345  
60  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 61  
 
PARENT COMPANY  
Note 8  
Note 9  
Property, plant & equipment  
Right-of-use assets and lease liabilities  
The lease liability and right of use asset relates to the Group's office in Oslo, Norway. The lease expires November 30, 2024.  
[USD thousands]  
2023  
2022  
Acquisition cost  
Acquisition cost as of 1/1  
Currency differences  
Lease liabilities [USD thousands]  
2023  
2022  
4,910  
(158)  
5,486  
(576)  
Balance as of 1/1  
Additions  
Translation differences  
Lease payments  
Interest expense on lease liabilities  
190  
5
(9)  
(106)  
4
310  
13  
(23)  
(116)  
7
Acquisition cost as of 12/31  
4,752  
4,910  
Depreciation and impairment losses  
Acquisition cost as of 1/1  
Depreciation for the year  
Currency differences  
(4,626)  
(270)  
144  
(4,540)  
(579)  
493  
Lease liabilities as of 12/31  
84  
190  
Of which:  
Accumulated depreciation as of 12/31  
Net book value as of 12/31  
(4,752)  
0
(4,626)  
284  
Current lease liabilities (less than 1 year)  
Non-current lease liabilities (more than 1 year)  
84  
-
108  
83  
Balance as of 12/31  
84  
190  
Depreciation for the year  
(270)  
(579)  
Right of use assets [USD thousands]  
2023  
2022  
Balance as of 1/1  
Additions  
219  
5
314  
13  
Depreciation  
(115)  
(108)  
Right of use assets as of 12/31  
109  
219  
Depreciation for the year  
(115)  
(108)  
Depreciation is calculated on a straight-line basis over the estimated useful life of each lease asset. The estimated useful life is considered to be  
the term of the contract for each leased asset.  
IFRS 16 effects on the statement of comprehensive income for the year [USD thousands]  
2023  
2022  
Operating lease expenses recognized under operating expenses decreased  
Depreciation expense increased as a result of depreciation of ROU assets  
Net interest expense increased as a result of recognition of the lease liability  
Translation differences  
(106)  
115  
4
(116)  
108  
7
(9)  
(23)  
Net effect  
3
(24)  
Future lease payments  
The future minimum lease payments under non-cancellable lease contracts are as follows:  
2023  
2022  
Payments for leased premises:  
Less than one year  
Between one to five years  
More than five years  
113  
-
-
112  
84  
-
Total  
113  
196  
62  
Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 63  
 
PARENT COMPANY  
Note 10  
Note 12  
Investments in subsidiaries  
Other liabilities  
Other non-current liabilities [USD thousands]  
Note  
2023  
2022  
Investments in subsidiaries  
Below is an overview of the investments in subsidiaries directly held by Otello Corporation ASA as of December 31, 2023.  
Non-current liabilities, intercompany  
13  
-
81,194  
81,194  
Total  
0
[USD thousands]  
Otello Technology Investment AS  
Other current liabilities [USD thousands]  
Note  
2023  
2022  
Segment (Group)  
Acquisition/establishment date  
Registered office  
Corporate  
8/8/2016  
Oslo, Norway  
100%  
Other current liabilities, external  
Other current liabilities, intercompany  
1,042  
79,414  
845  
-
13  
Ownership and voting share  
Total  
80,456  
845  
Equity at year end  
Profit for the year  
176,576  
17,576  
Information related to carrying value:  
Otello Technology Investment AS  
Total  
Note 13  
Acquisition cost  
63,000 63,000  
Receivables, payables and transactions  
with group companies  
Equity increase prior to current year  
Impairment gain (loss) prior to current year  
Impairment gain (loss) in the current year  
Translation differences  
64,641  
(25,055) (25,055)  
8,615 8,615  
(14,040) (14,040)  
64,641  
Carrying value  
97,162 97,162  
Receivables and payables  
The table below presents a breakdown of receivables and payables with group companies.  
Impairment of investment in Otello Technology Investment AS  
[USD thousands]  
The Company has carried out impairment testing as of December 31, 2023. The main asset owned by Otello Technology Investment AS are the  
shares in the listed Bemobi Mobile Tech S.A. Based on the share price of Bemobi Mobile Tech S.A at that date and the prevailing exchange rate,  
the Company recognized a partial reversal of the previous impairment loss recognized. Please see Note 12 of the consolidated financial state-  
ments for more information.  
Other receivables (non-current)  
2023  
Accounts receivables  
2023  
Other receivables (current)  
2023  
2022  
2022  
2022  
Shares in subsidiaries  
-
-
1
11  
-
-
During the year ended December 31, 2023, the directly owned subsidiaries Skyfire Labs, Inc and Performance & Privacy Ireland Ltd entered liqui-  
dation after settling all liabilities and transferring their remaining assets to their parent company, Otello Corporation ASA.  
Liabilities (non-current)  
2023  
Accounts payable  
2023  
Other liabilities (current)  
2023  
There were no shares in subsidiaries owned by other group companies, and indirectly owned by the Company, as at December 31, 2023.  
2022  
2022  
2022  
-
81,194  
-
-
79,414  
-
Note 11  
Other investments  
Investments in other shares  
Otello owns 1.42% of the shares in Alliance Venture Spring AS and approximately 0.05% of the shares in Life360, Inc, which merged with Zen  
Labs, Inc during 2019. Otello owned shares in Zen Labs Inc prior to this merger. The recognized value of the investments in other shares is $813  
thousand. Management has not determined the fair value of these investments, as they are not material for the Group. Alliance Venture Spring  
is a Norwegian venture capital firm investing in early stage technology companies. Life360 provides location-based services, sharing and noti-  
fications application to consumers globally, including integrated driving safety features and tools like Crash Detection and Roadside Assistance.  
Investments in other shares are recognized at cost.  
64  
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Otello Corporation ASA - Annual Report 2023 65  
 
PARENT COMPANY  
All outstanding balances with the related parties are priced on an arm’s-length basis and are to be settled in cash within five years of the  
reporting date. None of the balances are secured. The balances outstanding are specified as follows:  
Note 14  
Financial risk and financial instruments  
2023  
Receivables from group companies [USD thousands]  
Payables to group companies [USD thousands]  
Capital management  
Otello Technology Investment AS  
1
Otello Technology Investment AS  
79,414  
The Company's policy has been to maintain a high equity-to-asset ratio and to maintain a solid capital base so as to maintain investor, creditor  
and market confidence and to sustain future development of the business.  
Total receivables  
1
Total payables  
79,414  
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.  
2022  
Financial risk  
Receivables from group companies [USD thousands]  
Payables to group companies [USD thousands]  
Risk management in the Company is carried out by management and approved by the Board of Directors. Potential risks are evaluated on a  
regular basis and management determines appropriate strategies related to how these risks are to be handled within the Company under the  
approved policies. The Company is exposed to market (currency) risk, credit risk and liquidity risk to varying degrees.  
Otello Technology Investment AS  
Performance and Privacy Ireland Limited  
10  
1
Otello Technology Investment AS  
81,194  
Currency risk  
Total receivables  
11  
Total payables  
81,194  
The majority of the financial risk that the Company is exposed to relates to currency risk due to exchange rate fluctuations. Both revenue and  
operating expenses are exposed to foreign exchange rate fluctuations.  
The majority of the Company's operating expenses are denominated in Norwegian kroner (NOK) or United States dollars (USD). The Company  
maintains cash deposits in both currencies, and there are no capital controls limiting the Company's ability to exchange between these curren-  
cies, if required.  
Breakdown of intercompany receivables by currency  
All outstanding amounts as of December 31, 2023 are denominated in NOK.  
Breakdown of intercompany payables by currency  
All outstanding amounts as of December 31, 2023 are denominated in USD.  
The Company's largest asset, its investment in the shares of its subsidiary Otello Technology Investment AS, is denominated in Norwegian  
krone (NOK). Accordingly, fluctuations in the exchange rate between the NOK and the Company's reporting currency, USD, can impact both the  
reported profit or loss and the carrying value of that investment. Further, the largest asset of Otello Technology Investment AS, its investment  
in the shares of Bemobi Mobile Tech S.A, is denominated in Brazilian reais (BRL). Accordingly, fluctuations in the exchange rate with the BRL can  
also impact the reported figures.  
Transactions with group companies  
Foreign exchange contracts  
During 2023 and 2022, the Company did not use forward exchange contracts to hedge its currency risk, and the Company had not entered any  
foreign exchange contracts as of December 31, 2023.  
Transactions [USD thousands]  
2023  
2022  
Interest expense to related parties  
(5,401)  
(2,852)  
Credit risk  
Credit risk is the risk of losses that the Company would suffer if a counterparty fails to perform its financial obligations. The Company's expo-  
sure to credit risk is mainly related to external receivables, which are immaterial, and accordingly credit risk is not considered significant.  
Loans from Otello Technology Investment AS  
As of December 31, 2023, the Company has five outstanding loans from Otello Technology Investment AS, totaling $79,414k, including accrued  
interest. All of these loans are subject to written loan agreements, with an interest rate of 3 month LIBOR + 250 basis points being charged. Each  
loan, along with accumulated interest, is due for repayment at some time during the year ended December 31, 2024.  
Loans and receivables  
The Company has limited exposure in terms of credit risk related to loans and receivables with non-related parties.  
Liquidity risk  
As of December 31, the Company had bank deposits well in excess of the recognized liabilities to non-related parties. Accordingly, liquidity risk is  
not considered significant.  
Credit facility  
As at December 31, 2023, the Company has no outstanding loans payable to non-related parties. The only outstanding loans payable relate to  
money borrowed from the Company's wholly-owned subsidiary, Otello Technology Investment AS.  
Note 15  
Contingent liabilities  
GDPR complaint filed with the Norwegian Data Protection Authority (DPA)  
As reported in the media, on January 14, 2020, the Norwegian Consumer Council (NCC) filed a complaint to the Norwegian Data Protection Au-  
thority (DPA) against Grindr and five other companies, including AdColony, who is a supplier to Grindr. As of the date of this report, AdColony has  
not received any formal notification or complaint from the DPA. AdColony is currently looking into the NCC’s complaint and will provide further  
information if and when necessary. The Company has not recognized any contingent liabilities in the financial statements related to this matter.  
Refer to Note 14 of the consolidated financial statements for further information on this matter, and associated and other obligations of Otello  
under the Share Purchase Agreement with Digital Turbine, inc. related to the sale of AdColony.  
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PARENT COMPANY  
Note 16  
Note 18  
Related parties  
Events after the reporting period  
Bemobi  
Otello's case regarding the potential sale of Vewd minority stake  
The Group holds a 37.6% equity interest in Bemobi Mobile Tech S.A through common shares. Please see Note 12 in the consolidated financial  
statements for further details on the status of this equity interest. The Group continued to provide accounting and legal support to Bemobi on a  
transitional basis during 2023, which was priced on an arm's-length basis and all outstanding balances are settled within normal commercial terms.  
On 8 January 2024, the notice of final account prior to dissolution from the liquidator of Last Lion Holdings Limited was publicly released. The  
report advised that no further dividend would be paid. This is consistent with Otello's previous assumption that no further value would be  
realised from its investment. Last Lion Holdings Limited was finally dissolved on 8 April 2024.  
See Note 13 for information regarding transactions with group companies.  
No events have occurred after the reporting date that would require the financial statements to be adjusted.  
Please see stock exchange announcements for further information on any subsequent events.  
Members of the Board of Directors and Executive Management  
The Group has not engaged in any related party transactions with any members of the Board of Directors of Otello Corporation ASA or Otello  
Group executive management.  
Members of the Board of Directors and Executive Management of the Group and their immediate relatives controlled 0.4% (2022: 0.3%) of the  
Group's voting share as per December 31, 2023. See Note 3 in the consolidated financial statements for further information.  
Information regarding compensation for the Board of Directors and executive management can be found in Note 3 in the consolidated financial  
statements.  
Note 17  
Shares and shareholder information  
Information regarding shares and shareholder information can be found in Note 20 in the consolidated financial statements.  
Information regarding shares owned by members of the Board, the Chief Executive Officer and other members of Executive Management can  
be found in Note 3 in the consolidated financial statements.  
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To the General Meeting of Otello Corporation ASA  
Independent Auditor’s Report  
Report on the Audit of the Financial Statements  
Opinion  
We have audited the financial statements of Otello Corporation ASA, which comprise:  
●
the financial statements of the parent company Otello Corporation ASA (the Company), which  
comprise the statement of financial position as at 31 December 2023, the statement of  
comprehensive income, statement of changes in equity and statement of cash flows for the year  
then ended, and notes to the financial statements, including material accounting policy information,  
and  
●
the consolidated financial statements of Otello Corporation ASA and its subsidiaries (the Group),  
which comprise the statement of financial position as at 31 December 2023, the statement of  
comprehensive income, statement of changes in equity and statement of cash flows for the year  
then ended, and notes to the financial statements, including material accounting policy information.  
Auditor's  
report  
In our opinion  
●
●
the financial statements comply with applicable statutory requirements,  
the financial statements give a true and fair view of the financial position of the Company as at 31  
December 2023, and its financial performance and its cash flows for the year then ended in  
accordance with IFRS Accounting Standards as adopted by the EU, and  
the consolidated financial statements give a true and fair view of the financial position of the Group  
as at 31 December 2023, and its financial performance and its cash flows for the year then ended  
in accordance with IFRS Accounting 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 as required by  
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’  
International Code of Ethics for Professional Accountants (including International Independence Standards)  
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these  
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide  
a basis for our opinion.  
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation  
(537/2014) Article 5.1 have been provided.  
We have been the auditor of the Company for 7 years from the election by the general meeting of the  
shareholders on 2 June 2017 for the accounting year 2017.  
Key Audit Matters  
Key audit matters are those matters that, in our professional judgment, were of most significance in our  
audit of the financial statements of the current period. These matters were addressed in the context of our  
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a  
separate opinion on these matters.  
We have determined that there are no key audit matters to communicate in our report.  
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo  
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no  
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap  
Otello Corporation ASA - Annual Report 2023 71  
 
Other Information  
effectiveness of the Company's and the Group's internal control.  
The Board of Directors and the Managing Director (management) are responsible for the information in the  
Board of Directors’ report and the other information accompanying the financial statements. The other  
information comprises information in the annual report, but does not include the financial statements and  
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the  
Board of Directors’ report nor the other information accompanying the financial statements.  
●
●
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.  
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’  
report and the other information accompanying the financial statements. The purpose is to consider if there  
is material inconsistency between the Board of Directors’ report and the other information accompanying  
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the  
Board of Directors’ report and the other information accompanying the financial statements otherwise  
appears to be materially misstated. We are required to report if there is a material misstatement in the  
Board of Directors’ report or the other information accompanying the financial statements. We have nothing  
to report in this regard.  
●
●
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 a true and fair view.  
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report  
●
●
is consistent with the financial statements and  
contains the information required by applicable statutory requirements.  
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.  
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate  
Governance and Corporate Social Responsibility.  
Responsibilities of Management for the Financial Statements  
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.  
Management is responsible for the preparation of financial statements that give a true and fair view in  
accordance with IFRS Accounting 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.  
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, actions taken to  
eliminate threats or safeguards applied.  
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 Group  
or to cease operations, or has no realistic alternative but to do so.  
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.  
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 aggregate, they  
could reasonably be expected to influence the economic decisions of users taken on the basis of these  
financial statements.  
Report on Other Legal and Regulatory Requirements  
Report on Compliance with Requirement on European Single Electronic Format (ESEF)  
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional  
scepticism throughout the audit. We also:  
Opinion  
As part of the audit of the financial statements of Otello Corporation 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 otellocorporation-2023-12-31-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.  
●
identify and assess the risks of material misstatement of the financial statements, whether due to  
fraud or error. We 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.  
In our opinion, the financial statements, included in the annual report, have been prepared, in all material  
respects, in compliance with the ESEF regulation.  
●
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  
2 / 4  
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Management’s Responsibilities  
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.  
This responsibility comprises an adequate process and such internal control as management determines is  
necessary.  
Auditor’s Responsibilities  
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF  
reporting, see: https://revisorforeningen.no/revisjonsberetninger  
Oslo, 18 April 2024  
PricewaterhouseCoopers AS  
Eivind Nilsen  
State Authorised Public Accountant  
(This document is signed electronically)  
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Principles of  
Corporate Governance at  
Otello Corporation ASA  
General principles, implementation and reporting  
on corporate governance  
Otello’s activities  
Otello primarily holds shares in Bemobi, a pioneering  
Otello Corporation ASA (“Otello” or the “Company”) technology company offering mobile solutions and plat-  
strongly believes that strong corporate governance forms for digital payments, customer engagement, mi-  
creates higher shareholder value. As a result, Otello is crofinance and digital services. The Group also retains  
committed to maintaining high standards of corporate rights to its Rocket Optimizer™ technology and owns  
governance. Otello’s principles of corporate governance some minor investments in other companies.  
have been developed in light of the Norwegian Code  
of Practice for corporate governance (the “Code”), dat- Our business is based on close relationships with cus-  
ed October 14, 2021, as required for all listed companies tomers, partners, investors, employees, friends, and  
on the Oslo Stock Exchange. The Code is available at communities all over the world — relationships we are  
www.nues.no. The principles are further developed and committed to developing by conducting our business  
are in accordance with section 3-3b and section 3-3c of openly and responsibly. Our corporate policies are devel-  
the Norwegian Accounting Act, which can be found at oped in order to be true to this commitment.  
https://lovdata.no/dokument/NL/lov/1998-07-17-56.  
Otello views the development of high standards of corpo- Corporate Social Responsibility guidelines  
rate governance as a continuous process and will continue The Board of Directors has adopted corporate social re-  
to focus on improving the level of corporate governance.  
sponsibility (“CSR”) guidelines. These guidelines cover a  
range of topics and are focused around the following  
The Board of Directors has the overall responsibility for areas: our employees, human rights, anti-corruption and  
corporate governance at Otello and ensures that the the environment. These general principles and guidelines  
Company implements sound corporate governance. The apply to all employees and officers of the Group. See the  
Board of Directors has defined Otello’s basic corporate Board of Directors report for further information.  
values, and the Company’s ethical guidelines and guide-  
lines on corporate social responsibility are in accordance Equity, capital structure and dividends  
with these values.  
The Company’s capital structure and financing is consid-  
ered to be appropriate in terms of Otello’s objectives,  
The Board of Directors has defined clear objectives, strategy and risk profile.  
strategies, and risk profiles for Otello's business activi-  
ties such that Otello creates value for shareholders in a Otello’s policy is to maintain a high equity ratio. Otello  
sustainable manner. The Board of Directors considered believes that share buybacks and dividend distributions  
financial, social and environmental considerations when can be undertaken as long as the Company can sustain-  
they carried out this work.  
ably fund its ongoing operating expenses.. Dividend pay-  
ments will be subject to approval by the shareholders at  
The Board of Directors further will annually evaluate the Company’s Annual General Meetings. This dividend  
Otello's objectives, strategies and risk profiles. policy is considered clear and predictable.  
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Authorizations granted to the Board of Directors to in- where relevant, comply with the procedures set out in  
crease the Company’s share capital will be restricted to the Norwegian Public Limited Liability Companies Act  
defined purposes and will in general be limited in time (the "NPLCA"). The Board of Directors will arrange for  
to no later than the date of the next Annual General a valuation to be obtained from an independent third  
Meeting. To the extent that authorization to increase party unless the transaction, agreement or arrangement  
the share capital shall cover issuance of shares under in question is considered to be immaterial or covered by  
employee share option schemes and other purposes, the the provisions of section 3-16 of the NPLCA.  
Company will consider presenting the authorizations to  
the shareholders as separate items.  
If the Company should enter into a not immaterial trans-  
action with related parties within Otello or with compa-  
The Board of Directors may also be granted the author- nies in which a director or leading employee of Otello or  
ity to acquire own shares. Authorizations granted to the close associates of these have a material direct or indirect  
Board of Directors to acquire own shares will also be re- vested interest, those concerned shall immediately noti-  
stricted to defined purposes. To the extent that authori- fy the Board of Directors. Any such transaction must be  
zation to acquire own shares shall cover several purposes, approved by the Board of Directors, and where required  
the Company will consider presenting the authorization also as soon as possible publicly disclosed to the market.  
to the shareholders as separate items. Such authority  
may by law apply for a maximum period of two years, Insider trading  
and will state the maximum and minimum amount pay- The Company has an established and closely monitored  
able for the shares. Normally, the proposed authority insider trading policy. Otello employees are prohibited  
will be for one year or to the next annual general meet- from trading in Otello securities based on information  
ing. In addition, an authorization to acquire own shares that is material, nonpublic information; that is, the pub-  
will state the highest nominal value of the shares which lic does not yet have access to this information, and this  
Otello may acquire, and the mode of acquiring and dis- information may be deemed interesting for an investor  
posing of own shares. Otello may not at any time hold to use when deciding whether to buy or sell securities.  
more than 10% of the total issued shares as own shares. This rule also applies to other companies, where Otello  
employees may have access to such nonpublic informa-  
Equal treatment of shareholders  
tion. Please note that even a tip to family and friends  
A key concept in Otello’s approach to corporate gover- is considered illegal, if this should be used as a basis for  
nance is the equal treatment of shareholders. Otello has buying or selling securities.  
one class of shares and all shares are freely transferable  
(with possible exceptions due to foreign law restrictions Any transaction the Company carries out in its own  
on sale and offering of securities). All shares in the Com- shares will be carried out either through the stock ex-  
pany carry equal voting rights. The shareholders exer- change or at prevailing stock exchange prices if carried  
cise the highest authority in the Company through the out in any other way.  
General Meeting. All shareholders are entitled to submit  
items to the agenda, and to meet, speak, and vote at the Freely negotiable shares  
General Meeting.  
Otello has no limitations on the transferability of shares  
and has one class of shares. Each share entitles the hold-  
Any decision to waive the pre-emption rights of exist- er to one vote.  
ing shareholders to subscribe for shares in the event of  
an increase in share capital will be explained. Where the General Meetings  
Board of Directors resolves to carry out an increase in the Through the General Meeting, the shareholders exercise  
share capital and waive the pre-emption rights of the the highest authority in the Company. General Meetings  
existing shareholders on the basis of a mandate granted are held in accordance with the Code. All shareholders are  
to the board, an explanation will be publicly disclosed entitled to submit items to the agenda, meet, speak, and  
in a stock exchange announcement issued in connection vote at General Meetings. The Annual General Meeting is  
with the increase of the capital.  
held each year before the end of June. Extraordinary Gen-  
eral Meetings may be called by the Board of Directors at  
any time. The Company’s auditor or shareholders repre-  
Transactions with related parties  
Any transactions, agreements or arrangements between senting at least five percent of the total share capital may  
the Company and its shareholders, members of the demand that an Extraordinary General Meeting be called.  
Board, members of the executive management team or  
close associates of any such parties will only be entered General Meetings are convened by written notice to  
into as part of the ordinary course of business and on all shareholders with known addresses no later than 21  
arm's length market terms. All such transactions shall, days prior to the date of the meeting. Proposed resolu-  
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tions and supporting information, including information Nomination Committee  
on how to be represented at the meeting, vote by proxy The Nomination Committee is a body established pur-  
and the right to propose items for the General Meeting, suant to the Articles of Association and shall consist of  
is generally made available to the shareholders no later three to five members. The members and the chairper-  
than the date of the notice. According to the Compa- son are elected by the General Meeting. The members  
ny’s Articles of Association, attachments to the calling of the Nomination Committee should be selected to  
notice may be posted on the Company’s website and take into account the interests of shareholders in gen-  
not sent to shareholders by ordinary mail. Shareholders eral. Members of the Nomination Committee serve for  
who wish to receive the attachments may request the a two-year period but may be re-elected. Following the  
Company to mail such attachments free of charge. Res- ordinary general meeting held on 2 June 2022, the cur-  
olutions and the supporting information are sufficiently rent members of the Nomination Committee are Simon  
detailed, comprehensive and specific to allow share- Davies (Chairperson), Kari Stautland and Jakob Iqbal. The  
holders to form a view on all matters to be considered in members of the Nomination Committee are independent  
the meeting.  
of the Board of Directors and executive management,  
however it is noted that the chairperson of the Nomina-  
Shareholders who are unable to be present, are encour- tion Committee is a representative of a shareholder who  
aged to participate by proxy and a person who will be also is represented at the Board of Directors. Pursuant to  
available to vote on behalf of shareholders as their proxy the Articles of Association, no member of the Nomina-  
will be nominated. Proxy forms will allow the proxy hold- tion Committee can also simultaneously be a member of  
er to cast votes for each item separately. A final dead- the Board of Directors.  
line for shareholders to give notice of their intention to  
attend the meeting or vote by proxy will be set in the The tasks of the Nomination Committee are to propose  
notice for the meeting. Such deadline will be set as close candidates for election as shareholder-elected members  
as possible to the date of the General Meeting and under of the Board of Directors and members of the Nomina-  
every circumstance, in accordance with the principles of tion Committee. The Nomination Committee is encour-  
section 5-3 of the NPLCA.  
aged to have contact with shareholders, the Board of  
Directors and the Company’s Chief Executive Officer as  
The members of the Board of Directors, Chairman of the part of its work on proposing candidates for election to  
Nomination Committee, CEO, CFO and the auditor are all the Board of Directors. The Committee cannot propose  
required to be present at the meeting in person, unless its own Committee members as candidates for the Com-  
they have valid reasons to be absent. The Board of Direc- pany’s Board of Directors. Further, the Committee shall  
tors normally proposes that the General Meeting elects an make recommendations regarding the remuneration of  
independent chairman for the meeting. Notice, enclosures the members of the Board of Directors. Its recommenda-  
and protocol of meetings are available on Otello’s website. tions will normally be explained, and information about  
proposed candidates will normally be given, no later  
The General Meeting elects the members of the Board than 21 days before the General Meeting. The tasks of  
of Directors (excluding employee representatives), deter- the Nomination Committee are further described in the  
mines the remuneration of the members of the Board Company’s Nomination Committee guidelines, as adopt-  
of Directors, approves the annual accounts and decides ed by the Annual General Meeting held on June 14, 2011.  
such other matters which by law, by separate proposal Remuneration of the members of the Nomination Com-  
or according to the Company’s Articles of Association, are mittee will be determined by the General Meeting. Infor-  
to be decided by the General Meeting. Shareholders will mation regarding deadlines for proposals for members to  
normally be able to vote on each individual candidate the Board of Directors and the Nomination Committee  
nominated for election to the Board of Directors, the will be posted on Otello’s website.  
Nomination Committee and any other corporate bodies  
to which members are elected by the General Meeting.  
Corporate assembly  
Otello does not have a corporate assembly as the em-  
The Board of Directors may decide to allow electronic ployees have voted, and the General Meeting in 2010 ap-  
participation in General Meetings and will consider this proved, that the Company should not have a corporate  
before each General Meeting.  
assembly.  
The minutes from General Meetings will be posted on The Board of Directors  
the Company’s website within 15 days after the Gener- Appointed by Shareholders at the General Meeting, the  
al Meeting has been held. Information that a General Board of Directors is the central governing mechanism  
Meeting has been held will be made public as soon as between shareholders and executive management. The  
possible after the end of the meeting.  
members of the Board of Directors are selected in light  
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of an evaluation of the Company’s need for expertise, The Board of Directors is entrusted with and responsi-  
capacity and balanced decision-making, and with the ble for the oversight of the assets and business affairs of  
aim of ensuring that the Board of Directors can operate Otello in an honest, fair, diligent and ethical manner. The  
independently of any special interests and function ef- Board of Directors has adopted a Code of Conduct and  
fectively as a collegial body. Members of the Board of Di- the directors are expected to adhere to the standards of  
rectors are encouraged to own shares in the Company. At loyalty, good faith, and the avoidance of conflict of in-  
least half of the members of the Board of Directors shall terest that follow. The Code of Conduct should be read  
be independent of the Company’s management and its and applied in conjunction with the Rules of Procedure  
main business connections. Members of the Board of Di- as applicable at any time, and other rules and guidelines  
rectors serve for a two-year period, or such shorter peri- relevant to and adopted by the Board of Directors and /  
od as decided by the General Meeting, but directors may or the shareholders of Otello.  
be re-elected. At least two of the shareholder-elected  
members of the Board of Directors shall be independent The Board of Directors has further established a Remu-  
of the Company’s main shareholder(s). The Board of Di- neration Committee and an Audit Committee. Currently,  
rectors does not include executive personnel. The current the Remuneration Committee and the Audit Committee  
Otello Board of Directors meets these criteria.  
each consist of two members. According to the Code, a  
majority of the members of each Committee should be  
The annual report will provide information to illustrate independent from the Company. If the requirements for  
the expertise of the members of the Board of Directors, independence are not met, Otello will explain the reasons  
information on their record for attendance at board in our Annual Report. Currently, Maria Borge Andersen  
meetings and it will identify which members are consid- (Chairperson) and Magdalena Kadziolka members of the  
ered to be independent.  
Audit Committee, and Andre Christensen (Chairperson),  
and Karin Fløistad are members of the Remuneration  
Otello’s Board of Directors diligently performs its over- Committee. The requirements for independence are thus  
sight function and closely monitors major develop- met. Further, according to the Public Limited Liability  
ments. The principal tasks of the Board of Directors are Companies Act, at least one member of the Audit Com-  
outlined below:  
mittee shall have qualifications within audit or account-  
ing, and in the Company's view this requirement is met.  
• Ensuring compliance with applicable laws  
• Considering the interests of Otello’s different stake-  
holders  
The Audit Committee’s main responsibilities include fol-  
lowing up on the financial reporting process, monitoring  
• Reviewing and guiding corporate strategy, major plans the systems for internal control and risk management,  
of action, annual budget and business plans; setting  
performance objectives; monitoring implementation  
and corporate performance; and overseeing major  
capital expenditures.  
• Selecting, monitoring, and, when necessary, replacing  
key executives and overseeing succession planning  
• Reviewing key executive and Board remuneration  
• Monitoring and managing potential conflicts of  
interest of management, Directors and shareholders,  
including misuse of corporate assets and abuse in  
related party transactions.  
• Ensuring the integrity of Otello’s accounting and  
financial reporting systems, and that appropriate  
systems of control are in place.  
• Monitoring the effectiveness of the governance prac-  
tices under which it operates and making changes as  
needed  
• Overseeing the process of disclosure and communica-  
tions  
• A more in-depth description of the Board’s duties  
can be found in the Rules of Procedure section on  
the Otello website: https://www.otellocorp.com/ir/  
board-of-directors/rules-of-procedure-for-the-board- In order to ensure a more independent consideration of  
of-directors-of-otello.  
having continuous contact with the appointed auditor,  
and reviewing and monitoring the independence of the  
auditor. The Board of Directors maintains responsibility  
and decision-making in all such matters. Please see be-  
low under the section “Remuneration of the Executive  
Personnel” for information regarding the tasks to be per-  
formed by the Remuneration Committee.  
The Board of Directors will consider carrying out  
self-evaluation processes, evaluating its work, perfor-  
mance and expertise annually. To the extent that such  
a process is carried out, it would normally also include  
an evaluation of the composition of the Board and the  
manner in which its members function, both individu-  
ally and as a group, in relation to the objectives set out  
for its work. Any report will be more comprehensive if it  
is not intended for publication. However, any reports or  
relevant extracts from there should normally be made  
available to the nomination committee. The Board of  
Directors will also consider whether to use an external  
person to facilitate the evaluation of its own work.  
matters of a material character in which the Chairman  
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Otello Corporation ASA - Annual Report 2023 83  
 
of the Board of Directors is, or has been, personally in- The Board of Directors carries out an annual review of  
volved, such matters will be chaired by some other mem- the Company's most important areas of exposure to risk  
established consisting of the CFO and a business control- half-yearly and annual financial statements, which ulti-  
ler. The CFO and business controller tasks are, among oth- mately are approved by the Board of Directors.  
er things, to perform management’s risk assessment and  
ber of the Board of Directors.  
and its internal control arrangements.  
risk monitoring across the group’s activities, to administer Other guidelines and policies  
the Company’s value-based management system and to As an extension of the general principles and guidelines,  
coordinate planning and budgeting processes and inter- Otello has drawn up additional guidelines.  
nal controls reporting to the Board of Directors and Ex-  
ecutive Team. The business controller reports to the CFO. Information security guidelines  
Otello has guidelines and information policies covering  
The finance department prepares financial reporting for information security roles, responsibilities, training, con-  
the Group and ensures that reporting is in accordance with tingency plans, etc.  
applicable laws, accounting standards, established ac-  
counting principles and the Board’s guidelines. The finance Investor relations policy  
department provides a set of procedures and processes Otello is committed to reporting financial results and  
detailing the requirements with which local reporting other relevant information based on openness and tak-  
units must comply. The Group has established processes ing into account the requirement for equal treatment of  
and a variety of control measures that will ensure quality all participants in the securities market. To ensure that  
assurance of financial reporting. A series of risk assess- correct information is made public, as well as ensuring  
ments and control measures have been established in equal treatment and flow of information, the Company’s  
Risk management and internal control  
Executive Team  
The Board of Directors has overall responsibility for the Otello’s Board of Directors has drawn up instructions  
management of the Company. This includes a responsi- for the Executive Team of the Company. The purpose of  
bility to supervise and exercise control of the Company’s these instructions is to clarify the powers and responsi-  
activities. The Board has drawn up the rules of procedure bilities of the members of the Executive Team and their  
for the Board of Directors of Otello. The purpose of these duty of confidentiality.  
rules of procedure is to set out rules on the work and  
administrative procedures of the Board of Directors of The Executive Team conducts an annual strategy meet-  
Otello. The Board of Directors shall, among other things, ing with the Board of Directors. The strategy meeting  
ensure that the Company’s business activities are sound- focuses on products, sales, marketing, financial and or-  
ly organized, supervise the Company’s day-to-day man- ganizational matters, and the corporate development  
agement, draw up plans and budgets for the Company’s strategy for the Group.  
activities, keep itself informed on the financial position  
of the Company, and be responsible for ensuring that the The Board of Directors has ensured that the Company has  
Company’s activities, accounts, and asset management sound internal control and systems for risk management  
are subject to adequate control. In its supervision of the that are appropriate in relation to the extent and nature  
business activities of Otello, the Board of Directors will of the Company’s activities. The Company has performed  
connection with the preparation of financial statements.  
Board of Directors has approved an Investor Relations  
policy. A primary goal of Otello’s investor relations activ-  
ensure that:  
a scoping of the financial risks in the Company and has  
established written control descriptions and process  
descriptions. The controls are executed on a monthly,  
quarterly or yearly basis, depending on the specific con-  
trol. The internal controls and systems also encompass  
the Company’s corporate values, ethical guidelines, and  
guidelines for corporate social responsibility. The Board  
of Directors carries out an annual review of the Compa-  
ny’s most important areas of exposure to risk and its in-  
ternal control arrangements. In 2023, all Board members  
confirmed that they had read and complied with the  
Code of Conduct during the term of their directorship.  
The CFO and the business controller are responsible for ities is to provide investors, capital-market players, and  
(i) the ongoing financial reporting and for implementing shareholders with reliable, timely and balanced informa-  
sufficient procedures to prevent errors in the financial tion for investors, lenders and other interested parties in  
reporting, (ii) identifying, assessing and monitoring the the securities market, to enhance their understanding of  
risk of significant errors in the Group’s financial report- our operations.  
• The Chief Executive Officer uses proper and effective  
management and control systems, including systems  
for risk management, which continuously provide a  
satisfactory overview of Otello’s risk exposure.  
• The control functions work as intended and neces-  
sary measures are taken to reduce extraordinary risk  
exposure.  
ing, and (iii) implementing appropriate and effective  
internal controls in accordance with specified group re- Remuneration of the Board of Directors  
quirements and for ensuring compliance with local laws Remuneration for members of the Board of Directors is a  
and requirements. All interim financial statements are fixed annual sum proposed by the Nomination Commit-  
analyzed and assessed relative to budgets, forecasts, and tee and approved at the Annual General Meeting. The  
• There exist satisfactory routines to ensure the fol-  
low-up of principles and guidelines adopted by the  
Board of Directors in relation to ethical behavior,  
conformity to law, health, safety and working envi-  
ronment, and social responsibility.  
historical trends.  
remuneration reflects the responsibility, qualifications,  
time commitment and complexity of the tasks in general.  
Critical issues and events that affect the future develop- No members of the Board of Directors (or any company  
ment of the business and optimal utilization of resources associated with such member) elected by the sharehold-  
are identified, and action plans are put in place, if necessary. ers have assumed special tasks for the Company beyond  
what is described in this document, and no such member  
The Audit Committee oversees the process of financial (or any company associated with such member) has re-  
reporting and ensures that the Group’s internal controls ceived any compensation from Otello other than ordi-  
and the risk management systems are operating effec- nary Board of Directors remuneration. The remuneration  
tively. The Audit Committee performs a review of the of the Board of Directors is not linked to the Company's  
The Group’s CFO is responsible for the Group’s control  
functions for risk management and internal control. Otel-  
• Otello has a competent finance department and  
accounting systems, capable of producing reliable and lo publishes two interim financial statements in addition  
on-time financial reports  
to the annual report. The financials are published on the  
Oslo Stock Exchange. Given the importance of providing  
accurate financial information, a centralized corporate  
control function and risk management function has been  
• Directives from the external auditor are obeyed and  
that the external auditor’s recommendations are  
given proper attention.  
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Otello Corporation ASA - Annual Report 2023  
Otello Corporation ASA - Annual Report 2023 85  
 
performance. The Company currently does not grant press releases and stock exchange announcements, share  
share options to the members of the Board of Directors. price and shareholder information, a financial calendar,  
All remuneration to the Board of Directors is disclosed in an overview of upcoming investor events, and other rel-  
Note 3 to the Annual Report.  
evant information.  
Members of the Board of Directors and/or companies During the announcement of half-yearly and annual  
with which they are associated will normally not take on financial results, there is a forum for shareholders and  
specific assignments for the Company in addition to their the investment community to ask questions of the Com-  
appointment as a member of the Board of Directors. If pany’s management team. Otello also arranges regular  
they nonetheless do take on such assignments, this must presentations in a range of jurisdictions, in addition to  
be disclosed to the full Board of Directors. The remuner- holding meetings with investors and analysts. Important  
ation for such additional duties shall be approved by the events affecting the Company are reported immediately  
Board of Directors.  
to the Oslo Stock Exchange in accordance with applicable  
legislation and posted on https://www.otellocorp.com/ir.  
All material information is disclosed to recipients equally  
Remuneration of executive personnel  
A Remuneration Committee has been established by the in terms of content and timing.  
Board of Directors. The Committee shall act as a prepa-  
ratory body for the Board of Directors with respect to (i) The Board of Directors has further established an inves-  
the compensation of the CEO and other members of the tor relations policy for contact with shareholders and  
Executive Team and (ii) Otello’s corporate governance others beyond the scope of the General Meeting.  
policies and procedures, which, in each case, are matters  
for which the Board of Directors maintains responsibility Takeovers  
and decision making.  
The Board of Directors endorses the recommendations of  
the Code. Otello’s Articles of Association do not contain  
Details concerning remuneration of the executive per- any restrictions, limitations or defense mechanisms on  
sonnel, including all details regarding the CEO’s remuner- acquiring the Company’s shares. In accordance with the  
ation, are given in Note 3 to the Annual Report. The per- Securities Trading Act and the Code, the Board has ad-  
formance-related remuneration to executive personnel is opted guidelines for possible takeovers.  
subject to an absolute limit. The Board of Directors as-  
sesses the CEO and his terms and conditions once a year. In the event of an offer, the Board of Directors will not  
The guidelines on the salary and other remuneration for seek to hinder or obstruct takeover bids for Otello’s activ-  
executive personnel are clear and easily understandable, ities or shares. In such situations, the Board of Directors  
and they contribute to the Company's commercial strate- and the Company's executive management have an in-  
gy, long-term interests and financial viability. The General dependent responsibility to help ensure that sharehold-  
Meeting is informed about incentive programs for em- ers are treated equally, and that the Company's business  
ployees, and, pursuant to section 6-16 b. of the NPLCA, an activities are not disrupted unnecessarily. The Board of  
annual report regarding remuneration for the Executive Directors has a particular responsibility to ensure that  
shareholders should or should not accept the offer. The Company to the Audit Committee annually. The auditor  
Board of Director's statement on the offer will make it also reports at least annually on internal control observa-  
clear whether the views expressed are unanimous, and if tions during the conduct of the audit, including identified  
this is not the case it will explain the basis on which spe- weaknesses and proposals for improvement.  
cific members of the board have excluded themselves  
from the board’s statement. The Board of Directors will The auditor will make himself available upon request for  
normally arrange for a valuation from an independent meetings with the Board of Directors during which no  
expert. The valuation should include an explanation, and member of the executive management is present at least  
will normally be made public no later than at the time of once each year, as will the Board of Directors upon the  
the public disclosure of the Board of Directors statement. auditor’s request. At meetings where the annual accounts  
are dealt with, the auditor shall report on any material  
Team will be presented to the General Meeting.  
shareholders are given sufficient information and time  
to form a view of the offer. Any agreement with the bid-  
der that acts to limit the Company’s ability to arrange  
Information and communications  
Communication with shareholders, investors, and analysts other bids for the Company’s shares will only be entered  
is a high priority for Otello. The Company believes that into where the Board believes it is in the common in-  
objective and timely information to the market is a pre- terest of the Company and its shareholders. This shall  
requisite for a fair valuation of the Company’s shares and, also apply to any agreement on the payment of financial  
in turn, the generation of shareholder value. The Compa- compensation to the bidder if the bid does not proceed.  
ny continually seeks ways to enhance our communication Any financial compensation should normally be limited  
with the investment community. The Company's reporting to the costs the bidder has incurred in making the bid.  
of financial and other information is based on openness  
Any transaction that is in effect a full disposal of the Com- changes in the Company’s accounting principles and key  
pany’s activities should be decided by a General Meeting. aspects of the audit, comment on any material estimat-  
ed accounting figures and report all material matters on  
Auditor  
which there has been disagreement between the audi-  
The auditor participates in meetings of the Board of Direc- tor and the executive management of the Company. The  
tors that deal with the annual accounts, as well as upon General Meeting is informed about the Company’s en-  
special request. Every year, the auditor presents to the Au- gagement and remuneration of the auditor and for fees  
dit Committee a report outlining the audit activities in the paid to the auditor for services other than the annual au-  
previous fiscal year and highlighting the areas that caused dit, and details are given in Note 5 to the Annual Report.  
the most attention or discussions with management, as  
and taking into account the requirement for equal treat- Information about agreements entered into between  
ment of all participants in the securities market.  
the Company and the bidder that are material to the  
market’s evaluation of the bid will be publicly disclosed  
Otello’s company website (https://www.otellocorp.com/ no later than at the same time as the announcement of  
ir) provides the investment community with information an impending bid is published.  
about the Company, including a comprehensive investor  
relations section. This section includes the Company’s If an offer is made for the shares of Otello, the Board of  
investor relations policy, annual and quarterly reports, Directors will make a recommendation as to whether the  
well as a plan for the work related to the Company’s au- The Board of Directors has established guidelines in re-  
dit. The Board of Directors will make sure that the auditor spect of the use of the auditor by the Company’s execu-  
submits the main features of the plan for the audit of the tive management for services other than the audit.  
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Otello Corporation ASA  
Gjerdrums vei 19
NO-0484 OSLO
Tel: +47 9190 9145  
www.otellocorp.com