NoHo Partners Oyj

Untitled NoHo Partners Plc NoHo Partners Plc Hatanpään valtatie 1 B FI-33100 Tampere Business ID 1952494-7 Domicile Tampere Financial Statements 31.12.2021 NoHo Partners Plc Business ID 1952494-7 Consolidated financial statements 31 December 2021 Notes to the consolidated financial statements Contents A. Annual report from the Board of Directors B. Consolidated financial statements Consolidated statement of profit or loss and other comprehensive income (IFRS) Consolidated balance sheet (IFRS) Consolidated statement of changes in equity Consolidated cash flow statement (IFRS) 1. General accounting principles 1.1. Basic information about the Group 1.2. Accounting principles 1.3. Impact of the COVID-19 pandemic on the Group’s business 1.4. Going concern assumption 1.5. Key estimates and judgements 1.6. Consolidation principles 1.7. 1.8. Items denominated in foreign currencies 1.9. Adoption of new and amended standards 2. Financial result 2.1. Turnover 2.2. Government grants 2.3. Other operating income 2.4. Raw materials and supplies 2.5. Employee benefits 2.6. Share-based payments 2.7. Other operating expenses 2.8. Auditor’s fees 2.9. Depreciation, amortisation and impairment losses 2.10. Income tax expense 2.11. Deferred tax assets and liabilities 2.12. Earnings per share 3. Acquisitions and disposals of business operations 3.1. Acquired business operations 3.2. Non-controlling interests 3.3. Divested business operations Non-current assets held for sale NoHo Partners Plc Business ID 1952494-7 4. Capital expenditure 4.1. Intangible assets 4.2. Property, plant and equipment 4.3. Leases 4.4. Shares in associated companies and joint ventures 4.5. Inventories 4.6. Receivables 4.7. Income tax, trade and other payables 4.8. Provisions 5. Capital structure and risk management 5.1. Capital management 5.2. Net debt reconciliation calculations 5.3. Classification and fair values of financial assets and liabilities 5.4. 5.5. Cash and cash equivalents 5.6. Financial liabilities 5.7. Contingent liabilities and assets and commitments 5.8. Financial income and expenses 5.9. Financial risk management 5.10. Equity 6. Other notes 6.1. Specification of non-cash transactions 6.2. Shares in subsidiaries and associated companies 6.3. Related party transactions 6.4. Significant events after the balance sheet date 6.5. C. Parent company financial statements (FAS) Parent company income statement (FAS) Parent company balance sheet (FAS) Notes Statement of cash flows (FAS) Signatures of the Board of Directors and CEO Auditor’s note Books and records Adoption of new and amended standards in future financial years Other investments 1 NoHo Partners Plc Business ID 1952494-7 The Group announced on 21 December 2021 that it was decreasing its previous profit guidance for 2021 as a result of strict restrictions on restaurant opening hours, local restrictions on assembly and the decision of the Finnish government to discontinue the use of the COVID-19 passport. As a consequence, the company had to close almost all of its Finnish restaurants and lay off nearly all of its employees. In 2021, the turnover of the Group amounted to MEUR 186.1 (156.8), an increase of 18.7 per cent. EBIT grew by 96.2 per cent to MEUR -0.9 (-23.9). In June 2021, the Group announced its strategy and long-term financial targets for the strategy period 2022-2024. Strategic programmes have been pursued with determination, without compromising on objectives, in the middle of the unstable business environment. For example, the company completed the largest project in its history by opening 22 restaurants in December 2021 at Nokia Arena in Tampere. Annual report from the Board of Directors NoHo Partners Plc is the parent company of the NoHo Partners Group. In addition to the parent company, a total of 104 subsidiaries have been consolidated in these financial statements. In the annual report, the comparative data from 2020 is presented in brackets after the data for 2021. Key events during the financial period In the first half of 2021, the Group operated in a strictly restricted or closed business environment in all of its operating countries. In the third quarter, the restrictions were relaxed in Finland and gradually lifted in Denmark and Norway. At the beginning of the last quarter of 2021, consumer demand in all of the company's operating countries was strong, as the restriction measures eased. In November–December 2021, the restrictions tightened again in all market areas of the Group. The loss of turnover caused by the COVID-19 pandemic in 2021 was estimated to be approximately MEUR 100. In 2021, the Group continued to implement purposeful adjustment measures to manage the negative impacts of the strict restrictions and shutdown on its business operations. The Group’s largest fixed costs are staff expenses and business premises expenses. During 2021, the adjustment measures included negotiations under the Act on Co-operation within Co-operation Act in Finland and corresponding personnel adjustment measures in Norway and Denmark. The improved efficiency of operations that has come about as a result from the COVID-19 pandemic, along with determined adaptation measures and permanent cost savings, were reflected in improved relative profitability. According to the present view of the Group’s management, the current financing package and the cumulative cash flow of operations as well as existing liquid assets and available limits cover the Group’s working capital requirements for the next 12 months, in spite of the potential prolongation of the uncertain market situation caused by the COVID-19 pandemic, assuming the government does not significantly restrict the Group’s abilities to carry out its restaurant operations as described in the report of the Board of Directors below under “Going concern assumption”’. The Group has defined its shareholding in Eezy Plc as an asset held for sale. The Group plans to gradually reduce its shareholdings in Eezy to finance future growth projects and, if necessary, strengthen its balance sheet position. During 2021, the company sold part of its Eezy holding for approximately MEUR 9 and recognised a MEUR 0.7 sales gain. Reductions in rent totalled approximately MEUR 2.8 in the financial period 2021. The Group received a total of MEUR 12.2 in grants from the Finnish, Norwegian and Danish states to alleviate the damage caused by the COVID-19 pandemic. Public grants are discussed in Note 2.2 to the consolidated financial statements. Together with financial institutions, the company is committed to a loan repayment programme that makes it possible to implement the company’s growth plan pursuant to the strategy and lighten its debt burden in a balanced manner. The company and its main financiers negotiated a financing package of EUR 141 million, signed on 15 February 2021, in which the bridge financing, which was negotiated at the beginning of the COVID-19 pandemic, and the current financiers’ existing loans were combined into one long-term financing package. The financing package consists of a five-year programme in which loan instalments were MEUR 12 during the financial period and will be approximately MEUR 22 during the 2022 financial period. The purpose of the financing package negotiated is to secure the company’s long-term financing position and enable implementing the reconstruction programme after the COVID-19 pandemic. In addition to the new financing programme, the due date of the convertible loan of MEUR 10 Finnish Industry Investment Ltd (Tesi) granted in spring 2020 was moved to May 2022. In early 2021, NoHo Partners acquired the restaurant operations of Allas Sea Pool in Helsinki. In October, the Group acquired the majority of Oslo AS, which was previously an associated company of the Group. 2 NoHo Partners Plc Business ID 1952494-7 31.12.2021 Restaurants 75 Entertainment venues 72 Fast casual restaurants 66 International restaurants 40 Total 253 Key figures describing the financial position and net income Key figures describing the financial position and net income of the parent company (FAS) EUR 1,000 2021 2020 2019 17 523,3 13 364,6 25 785,4 -3 394,4 -11 707,1 37 137,9 -19,4 % -87,6 % 144,0 % -4,7 % -14,3 % 54,5 % 36,4 % 38,1 % 43,9 % Key figures describing the financial position and net income of the Group EUR 1,000 2021 2020 2019 186 069,0 156 770,8 272 819,9 138 473,9 112 874,1 202 719,3 74,4 % 72,0 % 74,3 % -898,4 -23 880,0 30 550,7 -0,5 % -15,2 % 11,2 % 459 255,4 448 302,8 470 858,0 0,0 % -5,9 % 8,4 % -13,7 % -27,0 % 44,9 % 15,1 % 18,1 % 29,1 % 462,4 % 391,0 % 194,6 % 203,1 % 192,0 % 75,9 % 36,0 % 38,0 % 32,6 % 4 669,8 10 552,1 33 451,6 Alternative performance measures 2021 2020 2019 € -0,55 -1,44 1,10 € -0,55 -1,44 1,10 € 3,35 3,96 6,80 € 0.00 () 0,00 0,00 % 0,00 0,00 0,00 % 0,00 0,00 0,00 -13,77 -5,61 9,36 € 7,62 8,06 10,30 € 8,17 6,23 8,83 € 9,45 11,50 10,75 € 6,68 3,56 7,26 MEUR 146,5 154,9 195,8 shares 4 663 769 11 178 342 3 823 028 % 24,3 58,4 20,1 Turnover Balance sheet total Personnel expenses, % Equity ratio % Highest share price during the financial period Share price 31 December Average share price Share turnover Lowest share price during the financial period Dividend/EPS Effective dividend yield Price to earnings ratio (P/E) Market capitalisation Volume of trading during the financial period % of turnover Equity per share Dividend per share Earnings per share, undiluted Earnings per share, diluted % of turnover EBIT Return on equity % Return on investment % Equity ratio % Turnover Material margin Net cash from investing activities Number of reported restaurant units Gearing ratio % % of turnover Gearing ratio % excluding IFRS 16 impact EBIT Return on equity % 3 NoHo Partners Plc Business ID 1952494-7 2021 2020 2019 shares 19 222 270 19 134 577 18 979 604 shares 19 222 270 19 222 270 19 008 690 The calculation formulas for the key figures are presented at the end of the report. Proposal of the Board of Directors concerning actions to be taken regarding the profit of the parent company On the closing date, 31 December 2021, there were 19,222,270 externally held shares. Organisation, management and auditor of the parent company Hybrid bond and subordinated loans EUR 1,000 2021 2020 2019 Hybrid bond 0,0 0,0 25 000,0 Subordinated loan 0,0 229,4 229,4 Hybrid bond Subordinated loan Adjusted number of shares on 31 December Adjusted average number of shares during the financial period On 16 January 2020, the company announced that it will redeem the MEUR 25 hybrid bond issued on 29 March 2019. The redemption was carried out on 17 February 2020 with a redemption price in accordance with section 7.3 of the terms and conditions of the hybrid bond, which was 102% of the principal plus accrued interest. The hybrid bond enabled the Smile arrangement as well as the entry into the Norwegian restaurant market. The redemption of the hybrid bond ahead of schedule enables the utilisation of more affordable financial arrangements in the future. During the financial period, the parent company’s Board of Directors had the following permanent members: Timo Laine, Petri Olkinuora, Mika Niemi, Mia Ahlström, Tomi Terho and Saku Tuominen. The company’s CEO during the financial period was Aku Vikström. The auditors for the parent company and the Group were Ernst & Young Oy with APA Juha Hilmola as the responsible auditor. NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening on 27 April 2022 that, based on the confirmed balance sheet for the financial period that ended on 31 December 2021, no dividend be distributed. The repayment of the subordinated loan does not have a due date, and it will only be repaid to the creditor upon the decision of the debtor. The creditor does not have the right to demand the repayment of the subordinated loan. However, if NoHo Partners Plc’s holding in the debtor company falls under 50%, the subordinated loan capital will fall due and become payable immediately. NoHo Partners Plc’s distributable funds are EUR 98,271,289.64, of which the share of the financial period’s result is EUR - 4,912,630.50. During the debtor’s operations, the subordinated loan can only be repaid in part or in full to the extent where the total amount of the debtor’s unrestricted equity and subordinated loans at the time of payment exceeds the debtor’s loss confirmed for the last completed financial period or the loss included on the balance sheet of a later financial statement. In the event of the dissolution, liquidation and bankruptcy of the debtor, the subordinated loan can be repaid at a lower priority compared to all other creditors, but before the proportional share of the shareholders. () Proposal of the Board of Directors. The company has received a subordinated loan defined in Chapter 12 of the Limited Liability Companies Act in previous financial periods. The subordinated loan has been issued indefinitely and it will be repaid as agreed. However, it will be repaid, at the earliest, when the conditions for repaying a subordinated loan according to the Limited Liability Companies Act are met. Interest of 3% interest is paid on the loan. No collateral has been given for the loan. This subordinated loan has a higher priority to the debtor’s assets than subordinated loans that have been issued to the debtor after the date of signing the agreement. The debtor undertakes to adhere to the order of priority described hereinabove in all financing activities. 4 NoHo Partners Plc Business ID 1952494-7 Changes in Group structure in 2021 Acquisitions of subsidiaries and business operations Acquired company or business Transfer of ownership and control Shareholding acquired Restaurant business, Allas Sea Pool February - Oslo AS October 80 % Divestments of subsidiaries and business operations Divested company or business Date of transfer of control Myyty omistusosuus Casseli Oy May 57,5 % Business operations of restaurant London Pub July - Ruoveden rantaravintola November - Newly established companies Name of the new company Establishment month Ownership interest NoHo Partners Plc Local Brewery Restaurants Oy May 70 % Katang MGMT Oy May 55 % Shinobi Group Oy May 70 % Suomen Koukkuravintolat Oy May 90 % Skohan Oy Stadin Night Oy June 51 % Minority acquisitions Company in which a minority share was acquired Month of acquisition Acquired share New ownership interest NoHo Partners Plc Poolmax Oy February 4 % 80 % Skohan Oy July 25 % 100 % Suomen Siipiravintolat Oy September 5 % 75 % Royal Ravintolat Oy Pihka Ravintolat Oy September 30 % 100 % NoHo Norway AS NoHo Trøbbelskyter AS September 20 % 90 % Company in which minority interest sold Sale month Shareholding sold New ownership interest NoHo Partners Plc Shinobi Group Oy October 5 % 70 % NoHo International Oy December 1 % 96 % Royal Ravintolat Oy Mother of Pearl Oy July 1 % 70 % NoHo Norway AS Complete Security AS August 9 % 91 % 5 NoHo Partners Plc Business ID 1952494-7 Account of the scope of research and development activities Corporate governance statement Assessment of risks and uncertainties related to the company’s operations If the pandemic continues causing new restrictions, declaraing the state of emergency and restaurant closures, leading to the sudden stoppage of business operations, working capital could eat into cash assets due to the resulting demand shock. The prolonged duration of the COVID-19 pandemic and its impacts on the market, customer behaviour, the demand for restaurant services, the national economy and the financial markets are all factors that increase uncertainty in the near term and the longer term. The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power and corporate sales. The growth outlook weakened rapidly due to the COVID-19 pandemic in early 2020 in all of the Group’s operating countries. In 2021, the economic growth and demand outlook as well as consumer confidence in the economy improved substantially. At the beginning of 2022, consumers confidence in the economy was at the average level. The COVID-19 pandemic has had a significant impact on NoHo Partners’ operations in all of the Group’s operating countries starting from March 2020. The key risks caused by the COVID-19 pandemic have been related to the health and safety of the Group’s employees and customers as well as loss of turnover, cash flow, liquidity, solvency and profit. The predictability of business development over the coming months is still subject to significant uncertainty. During the next few months, the most significant risk is related to the negative business impacts of the pandemic or emerging of new virus variants and waves as well as the potential resulting business restrictions imposed by the public authorities. The pandemic situation, restrictions imposed by the authorities and related news coverage may have a significant impact on consumer behaviour. The vaccination coverage has a significant impact on the recovery of the restaurant industry in the company’s operating countries. Uncertainties related to the duration of the COVID-19 pandemic and the measures aimed at mitigating the spread of the disease and recovery of the restaurant industry constitute a risk to the development of NoHo Partners’ turnover and cash flow. Adjusting operating costs and the ability to mount an agile response to changes in customer demand are key ways for the Group to influence the development of turnover and EBIT. The company does not engage in any actual research activities. The company's development activities mainly consist of developing new restaurant concepts and the further development of existing concepts. NoHo Partners has prepared a separate corporate governance statement for 2021 in accordance with the recommendations of the Corporate Governance Code for Finnish listed companies. The statement is available on the company website at www.noho.fi. The Group strives to assess and track the amount of funding required by the business during the exceptional circumstances, for example by performing a weekly analysis of the utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial institutions and forms of financing, when necessary. Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as the availability, price and other terms and conditions of financing. The restaurant industry is a cyclically sensitive sector that reacts quickly to economic cycles, seasonal variation and external disruptions. The COVID-19 pandemic, which began in March 2020 and grew into an international epidemic, is a good example of an external factor that significantly impacts the industry and its development. The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months. Restrictions imposed by the governments of the operating countries and their extension have a negative impact on operations and cash flow if lessors do not agree to lease accommodations for the time period during which operations have been restricted or prohibited by government decree and if the country does not compensate at all the losses caused by the restrictions it imposes. 6 NoHo Partners Plc Business ID 1952494-7 Shareholders According to the list of shareholders, the company had 9,434 (9,496) shareholders on 31 December 2021. The company’s ten largest shareholders on 31 December 2021 Shareholders Number of shares % Laine Capital Oy * 5 242 844 27,3 Niemi Mika Rainer 2 236 789 11,6 Pimu Capital Oy 2 093 048 10,9 Veikko Laine Oy 1 181 433 6,2 Sr Evli Suomi Pienyhtiöt 900 000 4,7 Sr Evli Suomi Select 430 000 2,2 Keskinäinen Eläkevakuutusyhtiö Ilmarinen 395 000 2,1 Keskinäinen Työeläkevakuutusyhtiö Elo 271 566 1,4 Keskinäinen työeläkevakuutusyhtiö Varma 271 566 1,4 JS-Resta Oy ** 249 347 1,3 Total 13 271 593 69,0 * Entity controlled by Board member Timo Laine * Entity controlled by the member of the Executive Team Jarno Suominen Should it be further prolonged, the COVID-19 pandemic and related restriction measures can lead to a deterioration of the cash position and impaired equity of the company due to lower profitability. The Group has prepared for this eventuality with the financing package it negotiated, by steering its operations with a focus on the cash flow, by reassessing the amount and timing of future investments and other financing arrangements. The cumulative cash flow of operations as well as existing liquid assets and available limits cover working capital required by the Group. In February 2021, the Group negotiated a financing package with its financing providers, securing the Group’s long-term financial position and facilitating the measures of the reconstruction programme. Due to the pandemic, the labour market situation in the Group’s operating countries is challenging, which may also influence NoHo Partners’ operations in the future. There is a labour shortage in the restaurant industry due to the pandemic, and the future availability of labour can be seen as one uncertainty factor. At the end of the 2021 financial period, NoHo Partners Plc’s share capital totalled EUR 150,000 (150,000) and the total number of shares was 19,222,270 (19,222,270). The company did not hold any shares in NoHo Partners Plc at the end of the financial period. The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in the event that the Group’s expected future cash flows decline permanently due to the COVID-19 pandemic or other internal or external factors. The Group has implemented purposeful adjustment measures during the pandemic, including, for example, several negotiations pursuant to the Act on Co-operation within Undertakings concerning all of the personnel in Finland. Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s operations. Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are primarily leased, so the development of the general level of rents has a major impact on the Group’s operations. Regulatory changes concerning, for example, alcohol legislation, food legislation, labour legislation and value added taxation may affect the Group’s business. The tightening of the geopolitical situation may have an impact on the market conditions of the Company; however, the Company does not foresee it to directly impact the consumer demand in its operating countries. The cost increases caused by the prevailing global situation may impact the Company´s operations. The Company has prepared for the increase in raw material prices by centralising the purchase agreements and by making price increases. 7 NoHo Partners Plc Business ID 1952494-7 Distribution of shareholding on 31 December 2021 Number of shares Number % Number % 1–100 4932 52,28 % 215 180 1,12 % 101–1,000 3912 41,47 % 1 343 350 6,99 % 1,001–10,000 516 5,47 % 1 417 526 7,37 % 10,001–100,000 56 0,59 % 1 457 371 7,58 % 100,001–1,000,000 14 0,15 % 4 034 729 20,99 % >1,000,000 4 0,04 % 10 754 114 55,95 % Total 9434 100,00 % 19 222 270 100,00 % Of which nominee-registered 10 423 853 2,21 % Issued number 19 222 270 100,00 % Sector Number % Number % Corporate 311 3,30 % 10 347 916 55,05 % Financial and insurance institutions 20 0,21 % 1 810 757 9,63 % Public sector 3 0,03 % 938 132 4,99 % Households 9066 96,10 % 5 673 395 30,18 % Non-profit institutions serving households 10 0,11 % 22 534 0,12 % Foreigners 24 0,25 % 5 683 0,03 % Total 9434 100,00 % 18 798 417 100,00 % Of which nominee-registered 423 853 Issued number 19 222 270 Key figures describing the personnel of the parent company 2021 2020 2019 Average number of employees 122 104 142 Salaries and fees for the financial period 5 567,0 5 445,1 6 332,6 Key figures describing the personnel of the Group 2021 2020 2019 1 497 1 222 1 601 951 721 1 005 546 501 596 44 521,7 41 262,9 54 736,1 Average number of employees Salaries and fees Shareholders SharesShareholders On the closing date, 31 December 2021, members of the Board of Directors, the CEO and Deputy CEO, other senior managers and entities over which they exercise control held a total of 8,477,821 shares, which corresponds to 44.1% of the shares issued by the company. Part-time personnel converted into full-time personnel Full-time personnel Shares The salaries and fees for the 2021 financial period do not include payments associated with the share-based incentive scheme. The salaries and fees for the 2020 financial period include a total of MEUR 0.4 of payments associated with the share-based incentive scheme for the earning period 1 December 2018–31 December 2019. Non-financial information Restaurant services NoHo Partners is a group specialising in restaurant services, and its head office is located in Tampere, Finland. At the end of the financial year 2021, the Group comprised 105 companies in the restaurant industry and approximately 250 restaurants in Finland, Denmark and Norway. The well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi, Friends & Brgrs and Cock’s & Cows. Personnel 8 NoHo Partners Plc Business ID 1952494-7 Respect for human rights Environmental issues On 5 January 2021, NoHo Partners announced that it had completed negotiations in accordance with the Act on Co-operation within Undertakings. The negotiations led to changes in the organisational structure, reductions in jobs in the Executive Team, the supervisory level and administrative duties as well as part-time and full-time temporary layoffs. The negotiations concerned all of the Group’s employees in Finland. On 21 December 2021, the company announced that it was laying off almost all of its personnel in Finland on the basis of the decision of the previous round of co-operation negotiations and commencing negotiations pursuant to the Act on Co-operation within Co-operation Act in order to adapt its operations to the re-tightened restrictions. The negotiations concerned full-time or part-time temporary layoffs of personnel. The restaurants of the Group’s Hanko Sushi chain have been granted MSC and ASC traceability certificates, which promote sustainable fishing and responsible aquaculture. The restaurants are the first chain of sushi restaurants in Finland to exclusively serve sushi prepared from certified sustainably caught and responsibly farmed seafood. On 25 February 2021, NoHo Partners announced it was commencing new negotiations in accordance with the Act on Co- operation within Undertakings in order to adapt its Finnish operations to the restaurant closures imposed by the Finnish Government effective from 8 March 2021. The co-operation negotiations concerned all of the Group’s employees, totalling approximately 1,250 employees in Finland. The restrictions on restaurants also indirectly affected the approximately 2,000 people working for the Group as leased staff. In 2020 and 2021, the company had to respond to changes in the operating environment and legislation, for example through negotiations in accordance with the Act on Co-operation within Undertakings, in order to adapt its operations to the strict restrictions on the restaurant sector put in place by governments. The negotiations were aimed at minimising the financial impacts caused by COVID-19 and adjusting the Group's costs to correspond with the decline in volume due to the restrictions on restaurants. The Group aims to provide equal opportunities for all employees, ensure fair treatment and provide good working conditions. The Group has a zero tolerance policy for discrimination. Occupational wellbeing and recreational activities for personnel are an essential part of employee wellbeing. Committed and competent personnel lay the foundation for the Group’s post-COVID-19 pandemic reconstruction work. The purchasing of goods for NoHo Partners’ restaurant operations leads to the accumulation of various types of packaging materials and the Group strives to recycle the materials. NoHo Partners also has environmental impacts arising from the energy consumption of its premises, for example. The Group estimates that its own operations do not involve material environmental risks. The Group’s restaurants have agreed on an operating model to be used with regard to the harmonised collection and processing of used frying oil. Used frying oil is collected at the restaurants, processed in Finland and used as a recycled material as an ingredient for biofuel under a certified operating model in accordance with the principles of sustainable development. In its operations, NoHo Partners endeavours to take into account and reduce its environmental impacts and promote recycling. The Group’s restaurants comply with the current regulations pertaining to the recycling and sorting of waste. NoHo Partners supports the principles concerning human rights and the development of working conditions. Respect for human rights is related to the company’s personnel and purchasing policies, among other things. The NoHo Partners Group does not buy products or services from suppliers that violate or neglect national or international human rights conventions. NoHo Partners’ aim is to provide all employees with equal opportunities and treatment. Amidst the COVID-19 crisis, the Group has striven to safeguard its future by taking the best possible care of its employees by investing in leadership, managerial work and active communications. One of the most important ways of listening to employees and their views is the annual Group-wide employee satisfaction survey, which was conducted in September 2021. The aim was to monitor the well-being and coping of personnel during an exceptional year and to lay the foundation for future development work. 9 NoHo Partners Plc Business ID 1952494-7 Prevention of corruption and bribery ESG -reporting The company will publish its more extensive sustainability report on its operating principles in June 2022. Disclosures pursuant to the EU Taxonomy Regulation Share of taxonomy-eligible activities in 2021 Total EUR 1,000 Taxonomy- eligible % Non-taxonomy- eligible % 186 069,0 0,0 100,0 -12 737,1 0,0 100,0 157 661,4 0,0 100,0 * The Group’s reported gross investments, including prepayments ** The Group’s operating expenses include materials and supplies, employee benefits and other operating expenses Cash flow, investments and financing The Group’s operating net cash flow for the period 1 January–31 December 2021 was MEUR 45.0 (8.4). The adjusted net finance costs in January–December 2021 were MEUR 12.5 (10.2). The equity ratio was 15.1% (18.1%). In 2021, the Group acquired the Allas Sea Pool business and majority shareholding in its former associated company Oslo AS. In addition to this, the Group made normal investments in restaurant facilities in all of its operating countries. Operating expenses ** The Group’s gearing ratio excluding the impact of IFRS 16 liabilities was 203.1% (192.0%). Interest-bearing net liabilities excluding the impact of IFRS 16 amounted to MEUR 151.9 (163.4). The Group’s interest-bearing net liabilities (including the IFRS 16 liability) at the end of December 2021 were MEUR 320.9 (316.6). The Group’s financing arrangements are described under Key events during the financial period above. In June 2020, the European Union issued the Taxonomy Regulation. The Taxonomy Regulation forms the basis for the EU taxonomy and it is part of the EU’s sustainable financing package. The EU taxonomy, or uniform sustainability criteria to promote green investment, is a classification system that constitutes a list of environmentally sustainable economic activities.In the Taxonomy Regulation, environmental sustainability is based on six environmental objectives: climate change mitigation, climate change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular economy, pollution prevention and control and the protection and restoration of biodiversity and ecosystems. Activities that significantly contribute to the at least one of the objectives listed above and do not cause significant harm to the other objectives or violate human rights, for example, are classified as environmentally sustainable, taxonomically-aligned activities. In 2021, companies are required to disclose information about the share of taxonomy-eligible businesses of their turnover, capital expenses and operating expenses. A function is reported if it is within the scope of the Regulation. In its first phase, the sectors and activities with the greatest potential to have a major impact on climate change mitigation or adaptation have been included in the taxonomy. The Group has carried out a review of its operations. Based on the analysis, the Group’s interpretation is that none of its business activities are included in the currently reported taxonomy activities. NoHo Partners does not accept bribery in any form in its operations. All the Group’s financial transactions are entered in the accounts. The Group’s financial transactions are audited through internal controls and in the annual audit. The Group’s accounts are transparent for the financial management. Turnover Capital expenditure * 10 NoHo Partners Plc Business ID 1952494-7 Authorisations granted to the Board of Directors Annual General Meeting 21 April 2021 Authorisation to purchase the company’s own shares Significant events after the financial statements date Eezy Plc holding Based on the authorisation given by the Annual General Meeting, on 27 January 2022 the Board of Directors of NoHo Partners decided to proceed with a special issue of 40,503 new NoHo Partners shares. The number of shares subscribed for in the share issue corresponds to approximately 0.2 per cent of the share capital of NoHo Partners after the registration of the new shares. The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation. The AGM decided to withdraw the previous unused authorisations to purchase the company’s own shares and authorise the Board to decide upon the purchase of a maximum of 800,000 of the company’s own shares in one or several tranches using the company’s unrestricted equity under the following conditions: Authorisation to decide on issuance of shares and/or the issuance of option rights and other special rights entitling to shares The authorisation can be used, for example, to implement mergers or acquisitions or financing arrangements, to develop the company’s equity structure, to improve the liquidity of the company’s shares, to implement the company’s incentive schemes or for other purposes decided by the company’s Board of Directors. Under the authorisation, a maximum of 568,950 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 3.0% of all registered shares in the company on the date of the notice convening the AGM. The shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and, therefore, the purchase takes place by private placing and not in proportion to the shares owned by the shareholders, and the consideration to be paid for the shares shall be the market price of NoHo Partners Plc’s share at the time of purchasing. The shares shall be purchased for financing or carrying out possible corporate acquisitions or other arrangements, to implement incentive schemes within the company or for other purposes decided upon by the Board of Directors. The maximum amount of the shares to be purchased is equivalent to approximately 4.2 per cent of all the shares and votes of the company calculated using the share count on the publication date of the notice of the AGM. Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or more tranches, corresponding to approximately 15.6 per cent of all of the company’s registered shares calculated using the share count on the publication date of the notice of the Annual General Meeting. The Board of Directors shall decide on the other matters related to the purchase of treasury shares. The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation. The AGM decided to withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares as follows: Share issues and/or the issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre- emptive subscription right (special share issue). At the beginning of January 2022, NoHo Partners sold 725,000 Eezy Plc shares. At the time of publication of the financial statements, NoHo Partners holds 5,139,745 Eezy Plc shares. On 27 January 2022, NoHo Partners Plc announced in a stock exchange release that it will issue 40,503 new shares in a special issue. Under the authorisation, the Board of Directors may issue new shares or transfer shares held by the company. The Board of Directors is authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights. 11 NoHo Partners Plc Business ID 1952494-7 Outlook for 2022 The market Profit guidance as of 17 February 2022 Financial targets Going concern assumption The issue was offered to the Norwegian company Carpe Diem AS as part of an arrangement through which NoHo Partners’ subsidiary NoHo Partners International Oy acquired an additional 6% share in the Norwegian company NoHo Norway AS. After the transaction, NoHo Partners International Oy owns a total of 86% of NoHo Norway AS’ share capital. In the transaction, in addition to the Shares, the Seller received a total of approximately EUR 294,000 in receivables from NoHo Norway AS. The subscription price per Share was EUR 7.993, which corresponded to the three (3) months’ volume weighted average price of the NoHo Partners share. The COVID-19 pandemic has had a considerable impact on the company’s market and the restaurant industry as a whole, and it has significantly affected the company’s operations. As the pandemic escalated, the company's year 2022 started in a strictly limited operating environment in all of its operating countries. Private consumption is expected to recover rapidly after the restrictions are lifted and the business and event sales will gradually return to normal. Due to the significant increase in vaccination coverage and the coronavirus becoming milder, the Group expects the market to normalise during the second quarter of 2022. The company will also provide monthly reports on the development of its business under these exceptional circumstances until further notice. The company will issue its turnover and profitability forecast for 2022 at the latest in connection with the January–March 2022 interim report. The shares were registered in the Trade Register on 28 January 2022, and they grant their holders shareholder rights as of the registration date. The shares were admitted to trading on Nasdaq Helsinki Oy on 31 January 2022. With the subscriptions, the number of NoHo Partners shares increased to 19,262,773 shares. According to the management, the cumulative cash flow of operations, the funding agreement negotiated in the spring as well as existing liquid assets and available limits cover the Group’s working capital requirements for the next 12 months. In addition, on the closing date the Group has a shareholding in Eezy Plc that has a market value in excess of MEUR 35 and is classified as an asset held for sale. By gradually reducing its shareholding, the Group aims to finance the growth targets for the strategy period 2022–2024 and, if necessary, strengthen the Group’s balance sheet position. The view of the Group management is that there are currently grounds for assuming that the business operations of NoHo Partners Group will continue. The Group’s long-term financial targets for the strategy period 2022–2024 were published on 11 June 2021. The Group aims to achieve a turnover of approximately MEUR 400 and an EBIT margin of approximately 10 per cent during 2024. At the same time, the aim of the company is for the ratio of net debt to operating cash flow, adjusted for IFRS 16 lease liability, to be under 3. The objective of the company is to pay dividends during the strategy period. The Group has taken purposeful action to reduce the pandemic’s impacts, uncertainties and risks and to secure the Group’s financial position and sufficient financing. In February 2021, the Group negotiated a financing agreement with its financing providers, securing the Group’s financial position for the coming years and facilitating measures to be taken in the rebuilding phase. The financing arrangements are described under Key events during the financial period above. As the ultimate duration and overall impacts of the pandemic are difficult to predict, its effects on NoHo Partners’ future turnover, result, cash flow and financial position may deviate from the current estimates and assumptions of the management. According to a management estimate published on 11 June 2021, the turnover of NoHo Partners Group in 2022 will be approximately MEUR 280 with the current units and approximately MEUR 400 as a whole in 2024. It is estimated that approximately MEUR 50 of the expected growth of approximately MEUR 120 will come from Norway, approximately MEUR 30 from the scaling of Friends & Brgrs business operations, approximately MEUR 30 from large and profitable urban projects and approximately MEUR 10 from the Group’s other businesses. 12 NoHo Partners Plc Business ID 1952494-7 Calculation formulas for key figures Key figures required by the IFRS standards Earnings per share Average number of shares Earnings per share (diluted) Diluted average number of shares Alternative performance measures EBIT Return on equity % ) Profit (profit attributable to owners of the Company and NCIs) x 100 Equity on average (attributable to owners of the Company and NCIs) Equity ratio % ) Equity (attributable to owners of the Company and NCIs) x 100 Total assets – advances received Return on investment % ) Profit before taxes + finance costs x 100 Interest-bearing net financial liabilities Interest-bearing liabilities – non-current interest-bearing receivables – cash and cash equivalents Interest-bearing net financial liabilities excluding IFRS 16 Gearing ratio % ) Interest-bearing net financial liabilities x 100 Equity (attributable to owners of the Company and NCIs) Gearing ratio % excluding IFRS 16 Interest-bearing net financial liabilities excluding IFRS 16 x 100 Interest-bearing liabilities without IFRS 16 liabilities – non-current interest-bearing receivables – cash and cash equivalents Share of the net income for the financial period attributable to owners of the Parent Company – hybrid bond interest Share of the net income for the financial period attributable to owners of the Parent Company – interest on hybrid bond If, going forward, restaurant operations are restricted significantly and for a long time due to the pandemic or another similar external factor by the government and the Group is not able to secure adequate additional financing or support from the government, and can’t renegotiate loan amortisation plans or receive sufficient additional debt or equity financing or support for its operations from the market, there may be uncertainty concerning the continuity of the Group’s business. Equity (attributable to owners of the Company and NCIs) – depreciation, amortisation, lease costs and finance costs recorded in the income statement with regard to IFRS 16 Equity (attributable to owners of the Company and NCIs) + interest-bearing financial liabilities on average EBIT is the net sum obtained by adding other operating income to turnover and deducting from this sum the personnel expenses, other operating costs, depreciation, amortisation and impairment, and the acquisition costs of materials and services adjusted by changes in inventory. 13 NoHo Partners Plc Business ID 1952494-7 Personnel expense, % ) Employee benefits + leased labour x 100 Turnover Material margin ) Turnover – raw materials and consumables x 100 Turnover Adjusted net finance costs ) Operating cash flow Alternative performance measures Dividend per share Dividend distributed during the financial period Basic number of shares on the financial statements date Dividend/EPS ) Dividend x 100 Earnings per share Equity per share, EUR ) Equity attributable to the owners of the Company Number of shares at the end of the period, excluding shares held by the company Dividend payout ratio % (Dividend/share) x 100 Earnings per share Effective dividend yield % Dividend per share x 100 Share price at the end of the period Price to earnings ratio (P/E) Share price at the end of the period Earnings per share Average share price Total trading in the share in euros Number of shares traded on average during the period Share turnover Volume of trading during the financial period x 100 Adjusted average number of shares during the financial period Market capitalisation, EUR million Share price at the end of the period x number of shares ) An alternative performance measure according to the European Securities and Markets Authority’s (ESMA) guidelines Financial income – finance costs (adjusted with entries associated with acquisitions and exchange rate differences of finance items in accordance with the IFRS standards) EBIT + depreciation and impairment – share of associated company’s result – adjustment of IFRS 16 lease expenses to cash flow based 14 NoHo Partners Plc Business ID 1952494-7 Consolidated statement of profit or loss and other comprehensive income (IFRS) EUR 1,000 Note 1 Jan.-31 Dec. 2021 1 Jan.-31 Dec. 2020 Turnover 2.1. 186 069,0 156 770,8 Other operating income 2.3. 17 473,6 16 904,5 Raw materials and supplies 2.4. -63 810,1 -57 867,2 Employee benefits 2.5. -52 744,3 -47 660,6 Other operating expenses 2.7. -41 107,0 -40 595,0 Depreciation, amortisation and impairment losses 2.9. -47 055,4 -51 956,7 Share of profit of associated company 275,8 524,2 EBIT -898,4 -23 880,0 Financial income 5.8. 1 098,1 322,8 Finance costs 5.8. -12 975,7 -11 282,0 Net finance costs 5.8. -11 877,6 -10 959,2 Profit/loss before taxes -12 776,0 -34 839,2 Tax based on the taxable income from the financial period 2.10. -1 232,4 -1 110,7 Change in deferred taxes 2.11. 3 670,9 6 481,1 Income taxes 2 438,5 5 370,4 Profit for the period -10 337,5 -29 468,8 Profit for the period attributable to: Owners of the Company -10 635,4 -26 825,2 Non-controlling interests 297,9 -2 643,6 Total -10 337,5 -29 468,8 Earnings per share calculated from the result of the review period for owners of the Company Basic earnings per share (EUR) 2.12. -0,55 -1,44 Diluted earnings per share (EUR) 2.12. -0,55 -1,44 Consolidated statement of comprehensive income Profit for the period -10 337,5 -29 468,8 Other comprehensive income items Foreign currency translation differences, foreign operations -191,5 175,3 Other comprehensive income items that may be subsequently reclassified to profit or loss, total -191,5 175,3 Total -10 529,0 -29 293,5 Distribution of the comprehensive income for the financial period Owners of the Company -10 826,9 -26 649,9 Non-controlling interests 297,9 -2 643,6 Total -10 529,0 -29 293,5 Notes 1.1.–6.5. are a material part of the financial statements. 15 NoHo Partners Plc Business ID 1952494-7 During the review period, the Group’s rent concessions amounted to approximately MEUR 2.8. Non-recurring items for the financial period 1 January–31 December 2020 During the financial period, additional depreciation and impairment has been recognised on tangible and intangible assets totalling MEUR 2.6. The result of the associated company Eezy Plc for the period 1 January–30 June 2021 was MEUR 0.3. Eezy Plc’s effect on the result was MEUR 0.6 in the comparison period 1 January–31 December 2020. On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group classified its shareholding in Eezy Plc as an asset held for sale. After the shares were classified as an asset held for sale, capital gains of MEUR 0.7 have been recognised on the sale of the shares. The capital gain is recognised in other operating income in the consolidated income statement. After the moment of classification, the dividend of MEUR 0.3 distributed by Eezy Plc has been recognised in financial income. In the period 1 October–31 December 2021, the shares of non-controlling interests of income is increased considerably by public grants received by the Group from the Finnish State during the financial period, which have been allocated to the subsidiaries during the fourth quarter. The negative impact of group limits set for the grants on the total amount of grants is mainly borne by the Group’s parent company. The result for the review period includes approximately MEUR 6.5 of non-recurring depreciation, amortisation and impairment comprised of discontinued units and units whose revenue generating capacity is estimated to decline in the future as well as IFRS 16 impacts of expiring leases. The consolidated income statement includes approximately MEUR 1.6 of non-recurring items comprised of salary expenses from redundancies resulting from the cooperation negotiations, expenses relating to expiring leases and credit losses recognised during the financial period 2020. In addition, the income statement includes more than MEUR 1 of costs associated with the closure and reopening of business functions. Non-recurring items recognised during the financial period 1 January–31 December 2021 and the effect of the associated company Eezy Plc on the Group´s result The result for the financial period includes approximately MEUR 0.6 in unrealised exchange rate gains (2020: MEUR 0.6 in unrealised exchange rate losses). 16 NoHo Partners Plc Business ID 1952494-7 Consolidated Balance Sheet (IFRS) EUR 1,000 Note 31 December 2021 31 December 2020 ASSETS Non-current assets Goodwill 4.1. 137 094,5 135 169,0 Intangible assets 4.1. 40 408,2 44 609,4 Property, plant and equipment 4.2. 47 160,4 48 508,5 Right-of-use assets 4.3. 162 239,7 148 024,4 Shares in associated companies and joint ventures 4.4. 44,9 39 212,3 Other investments 5.4. 261,9 137,9 Loan receivables 4.6. 566,1 125,0 Other receivables 4.6. 2 685,9 2 921,9 Deferred tax assets 2.11. 10 305,8 8 944,4 Non-current assets 400 767,4 427 652,9 Current assets Inventories 4.5. 5 008,9 3 690,3 Loan receivables 4.6. 757,3 296,4 Trade and other receivables 4.6. 16 194,0 13 540,2 Cash and cash equivalents 5.5. 6 410,5 3 122,9 Current assets 28 370,7 20 649,9 Non-current assets held for sale 30 117,3 0,0 Total assets 459 255,4 448 302,8 EQUITY AND LIABILITIES Equity Share capital 5.10. 150,0 150,0 Invested unrestricted equity fund 5.10. 58 425,1 58 425,1 Retained earnings 5.10. 5 785,9 17 562,2 Total equity attributable to owners of the Company 64 361,0 76 137,3 Non-controlling interests 5.10. 5 027,9 4 840,0 Total equity 69 388,9 80 977,4 Non-current liabilities Deferred tax liabilities 2.11. 5 347,2 7 640,1 Financial liabilities 5.6. 113 236,1 94 111,6 Liabilities for right-of-use assets 4.3. 139 560,1 126 068,2 Other payables 4.7. 3 628,9 3 688,4 Non-current liabilities 261 772,3 231 508,3 Current liabilities Financial liabilities 5.6. 46 414,0 73 556,9 Provisions 4.8. 50,0 356,4 Liabilities for right-of-use assets 4.3. 29 400,2 27 121,6 Income tax liability 4.7. 2 328,7 1 332,5 Trade and other payables 4.7. 49 901,2 33 449,7 Current liabilities 128 094,1 135 817,1 Total liabilities 389 866,4 367 325,4 Total equity and liabilities 459 255,4 448 302,8 Notes 1.1.–6.5. are a material part of the financial statements. 17 NoHo Partners Plc Business ID 1952494-7 Consolidated statement of changes in equity 2021 EUR 1,000 Equity at 1 January 150,0 58 425,1 46,7 17 515,5 0,0 76 137,3 4 840,0 80 977,4 Result of the financial period -10 635,4 -10 635,4 297,9 -10 337,5 Foreign currency translation differences, foreign operations -191,5 -191,5 0,0 -191,5 0,0 0,0 -191,5 -10 635,4 0,0 -10 826,9 297,9 -10 529,0 Contributions and distributions Equity loans 0,0 0,0 Dividend distribution 0,0 -735,2 -735,2 Issue of ordinary shares 0,0 0,0 Share-based payments 100,0 100,0 100,0 Total 0,0 0,0 0,0 100,0 0,0 100,0 -735,2 -635,2 No change in control -1 049,4 -1 049,4 413,2 -636,2 Change in control 0,0 212,0 212,0 Total 0,0 0,0 0,0 -1 049,4 0,0 -1 049,4 625,2 -424,2 0,0 0,0 0,0 -949,4 0,0 -949,4 -110,0 -1 059,4 Equity at 31 December 150,0 58 425,1 -144,9 5 930,8 0,0 64 361,0 5 027,9 69 388,9 Total comprehensive income for the period Total comprehensive income for the period Transactions with shareholders Changes in ownership interests Other comprehensive income items (after taxes) Total transactions with owners of the Company Equity attributable to owners of the Company Share capital Invested unrestricted equity fund Translation difference Retained earnings Hybrid bond Total Non- controlling interests Total equity 18 NoHo Partners Plc Business ID 1952494-7 2020 EUR 1,000 Equity at 1 January 150,0 57 670,4 -128,6 46 571,0 25 000,0 129 262,8 7 760,4 137 023,2 Result of the financial period -26 825,2 -26 825,2 -2 643,6 -29 468,8 Foreign currency translation differences, foreign operations 175,3 175,3 0,0 175,3 0,0 0,0 175,3 -26 825,2 0,0 -26 649,9 -2 643,6 -29 293,5 Contributions and distributions Equity loans -1 992,4 -25 000,0 -26 992,4 -26 992,4 Dividend distribution 0,0 -704,2 -704,2 Issue of ordinary shares 754,7 754,7 754,7 Share-based payments 281,1 281,1 281,1 Total 0,0 754,7 0,0 -1 711,3 -25 000,0 -25 956,6 -704,2 -26 660,8 No change in control -518,9 -518,9 417,8 -101,1 Change in control 0,0 9,7 9,7 Total 0,0 0,0 0,0 -518,9 0,0 -518,9 427,5 -91,4 0,0 754,7 0,0 -2 230,2 -25 000,0 -26 475,5 -276,7 -26 752,2 Equity at 31 December 150,0 58 425,1 46,7 17 515,5 0,0 76 137,3 4 840,0 80 977,4 Total comprehensive income for the period Total comprehensive income for the period Total transactions with owners Changes in ownership interests Other comprehensive income items (after taxes) Transactions with shareholders Equity attributable to parent company shareholders Share capital Invested unrestricted equity fund Translation difference Retained earnings Hybrid bond Total Non- controlling interests Total equity 19 NoHo Partners Plc Business ID 1952494-7 Consolidated statement of cash flows (IFRS) EUR 1,000 1 Jan.-31 Dec. 2021 1 Jan.-31 Dec. 2020 Cash flows from operating activities Result of the financial period -10 337,5 -29 468,8 Adjustments to the result of the reporting period Non-cash transactions ) -1 788,8 8,8 Depreciation, amortisation and impairment losses 47 055,4 51 956,7 Net finance costs 11 877,6 10 959,2 Tax expense -2 438,5 -5 370,4 Share of profit of associated company -275,8 -524,2 Cash flow before change in working capital 44 092,4 27 561,3 Changes in working capital Trade and other receivables -1 885,0 9 921,8 Inventories -1 328,2 2 319,4 Trade and other payables 15 678,9 -20 250,0 Changes in working capital 12 465,7 -8 008,8 Dividends received 925,9 752,1 Interest paid and other finance costs -11 190,3 -9 265,2 Interest received and other finance income 73,4 39,9 Income taxes paid -1 329,9 -2 644,5 Net cash from operating activities 45 037,2 8 434,8 Cash flows from investing activities Acquisition of tangible and intangible assets -9 223,8 -6 072,8 Change in other non-current receivables -152,9 160,0 -3 513,3 -3 564,9 Sales of subsidiaries with time-of-acquisition liquid assets deducted 1,4 0,0 Business acquisitions -1 110,0 -1 223,1 Business divestment 300,7 148,7 Sales of non-controlling interests’ shares 27,1 0,0 Sales of shares of associated companies 9 001,6 0,0 Associated company shares purchased -0,6 0,0 Net cash from investing activities -4 669,8 -10 552,1 Cash flows from financing activities Proceeds from non-current loans and borrowings 7 000,0 45 945,9 Payment of non-current loans and borrowings -12 093,8 -4 400,4 Proceeds from current loans and borrowings -4 162,5 31 064,9 Current commercial papers repaid -500,0 -17 500,0 Acquisition of non-controlling interests -648,5 -566,6 Repayment of hybrid bond 0,0 -27 528,0 Payment of liabilities for right-of-use assets -25 939,8 -24 623,5 Dividends paid -735,2 -770,2 Net cash from financing activities -37 079,8 1 622,1 Change in cash and cash equivalents 3 287,6 -495,2 Cash and cash equivalents at the beginning of the financial period 3 122,9 3 618,1 Cash and cash equivalents on 31 December 6 410,5 3 122,9 Change in cash and cash equivalents 3 287,6 -495,2 ) Non-cash transactions are itemised in Note 6.1. On 16 January 2020, the company announced that it will redeem the MEUR 25 hybrid bond issued on 29 March 2019. The redemption was carried out on 17 February 2020 with a redemption price in accordance with section 7.3 of the terms and conditions of the hybrid bond, which was 102% of the principal plus accrued interest. The hybrid bond enabled the Smile arrangement as well as the entry into the Norwegian restaurant market. The redemption of the hybrid bond ahead of schedule enables the utilisation of more affordable financial arrangements in the future. Acquisition of subsidiaries with time-of-acquisition liquid assets deducted 20 NoHo Partners Plc Business ID 1952494-7 1.2. Accounting principles The figures in the financial statements are expressed in thousands of euros unless otherwise stated. The comparative data is presented in brackets after the figures for the financial period. The company's functional currency is EUR. These financial statements of the NoHo Partners Group have been prepared based on the International Financial Reporting Standards (IFRS) in accordance with the IAS and IFRS standards in force as of 31 December 2021 as well as the SIC and IFRIC interpretations issued in relation to them. International Financial Reporting Standards refer to the standards and their interpretations approved for application in the EU in accordance with the procedure stipulated in the EU Regulation (EC) No. 1606/2002 and embodied in the Finnish Accounting Act and provisions issued under it. The notes to the consolidated financial statements have also been prepared in accordance with the requirements in Finnish accounting legislation and Community law that complement the IFRS regulations. The information in the consolidated financial statements is based on original acquisition costs, except where otherwise stated in the accounting principles. 1. General accounting principles The notes to the consolidated financial statements have been grouped according to their nature. The accounting principles as well as judgements and key estimation uncertainties are presented in connection with each note. This section describes the accounting principles that apply to the consolidated financial statements as a whole. 1.1. Basic information about the Group NoHo Partners Plc Group (hereinafter referred to as “Noho Partners” or “Group”) is a Finnish Group founded in 1996 that specialises in restaurant services. The Group’s parent company is NoHo Partners Plc. The parent company’s registered office is in Tampere, at Hatanpään valtatie 1 B, FI-33100 Tampere, Finland. The parent company’s home country is Finland. At the end of the financial year 2021, the Group comprised 105 companies in the restaurant industry and approximately 250 restaurants in Finland, Denmark and Norway. The well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi, Friends & Brgrs and Cock’s & Cows. A copy of the consolidated financial statements is available online at www.noho.fi and from the head office of the Group’s parent company at the previously mentioned address. NoHo Partners Plc’s Board of Directors approved these financial statements for publication at its meeting on 16 March 2022. According to the Finnish Limited Liability Companies Act, the shareholders have the opportunity to approve or reject the financial statements at the general meeting held after their publication. The general meeting can also adopt or reject the financial statements. 21 NoHo Partners Plc Business ID 1952494-7 1.3. Impact of the COVID-19 pandemic on the Group’s business Measures to adjust business operations Personnel Rents Government grants Fixed assets Financing Events after the financial period Continuity of operations Management estimates Impairment testing Liquidity risk Rent concessions in 2021 4.3. Leases A summary of the impacts of the COVID-19 pandemic in the Group’s financial statements of 31 December 2021 Note Co-operation negotiations in January and February 2021 and layoffs of personnel in December 2021 2.5. Employee benefits Grants from the Finnish, Norwegian and Danish states 2.2. Government grants Non-recurring impairment, depreciation and amortisation 4.2. Property, plant and equipment Long-term financing package, February 2021 Reclassification of shareholding in Eezy Plc to assets held for sale 5.6. Financial liabilities 1.7. Non-current assets held for sale In Finland, strict restrictions on restaurants were in effect at the beginning of 2021. Alcohol service was ordered to end at midnight nationwide and restaurants could stay open until 01:00. In the regions where the pandemic was in the acceleration phase, alcohol service was permitted until 10 p.m. and restaurants that primarily serve alcohol could stay open until 11 p.m. In nightclubs, bars and pubs, the customer capacity was restricted to half of the normal capacity. In restaurants that primarily serve food, the permitted customer capacity was 75 per cent and they could stay open until midnight. In regions where the pandemic was in the community transmission phase, restaurants that primarily serve food had to close by 23:00. 5.9. Risk management 6.4. Significant events after the balance sheet date Near-term risks and uncertainties 1.4. Going concern assumption Impacts of the pandemic on management estimates 1.5. Key estimates and judgements Assumptions relating to impairment testing, especially with regard to short-term sales revenue and profitability 4.1. Intangible assets Impact of the pandemic on cash flows and liquidity 5.9. Risk management The COVID-19 pandemic has had a significant impact on the Group’s business since March 2020. The spread of the pandemic, the restrictions imposed by governments on the restaurant industry to mitigate it and the impacts of the pandemic on customer demand have had a highly negative effect on NoHo Partners’ business operations and financial results. As the ultimate duration and overall impacts of the pandemic are difficult to predict, its effects on NoHo Partners’ future turnover, result, cash flow and financial position may deviate from the current estimates and assumptions of the management. The company has taken purposeful action to reduce the pandemic’s impacts, uncertainties and risks and to secure the Group’s financial position and sufficient financing. In February 2021, the Group negotiated a financing agreement with its financing providers, securing the Group’s financial position for the coming years and facilitating measures to be taken in the rebuilding phase. In March, following the acceleration of the pandemic situation, the Finnish Government ordered the closure of restaurants on 8 March 2021 in regions where the pandemic was in the acceleration or community transmission phase. From that date onwards, only takeaway sales were allowed. The Group immediately entered into new negotiations under the Act on Co-operation within Undertakings in order to adapt its operations to the tighter restrictions. The co-operation negotiations concerned all of the Group’s employees, totalling approximately 1,250 employees in Finland. The restrictions on restaurants also indirectly affected the approximately 2,000 people working for the Group as leased staff. 22 NoHo Partners Plc Business ID 1952494-7 During 2021, the company received approximately MEUR 4.5 in support from the Finnish state. In May, restrictions were gradually eased regionally and, starting from 13 May 2021, almost throughout the country, whereupon alcohol service in areas in the baseline phase was extended until midnight and opening hours until 01:00, while in areas in the acceleration phase, alcohol service was extended until 22:00 and opening hours until 23:00. In areas in the community transmission phase, restaurants serving alcohol were allowed to serve alcohol until 18:00 and stay open until 19:00, while other restaurants were ordered to stop serving alcohol at 19:00 and close at 20:00. Restaurant restrictions were eased on 24 June 2021, when the restrictions on the number of customers, alcohol service hours and opening hours were removed for areas in the baseline phase. Only Uusimaa remained in the acceleration phase, where the alcohol service hours of restaurants were extended until midnight and opening hours until 01:00. Restaurant restrictions were tightened again in late July, when several regions were classified as being in the acceleration phase. At the beginning of August, Uusimaa, Pirkanmaa and Southwest Finland were classified as being in the community transmission phase. Restaurant restrictions were eased effective from the beginning of October. In regions in the acceleration phase of the pandemic, restrictions on opening hours and alcohol service hours were lifted completely. Consequently, regions in the baseline and acceleration phases only had general obligations concerning hygiene and safe distances. In regions in the community transmission phase – such as Uusimaa, Ostrobothnia, South Ostrobothnia and Southwest Finland – alcohol service hours and opening hours were extended by one hour to midnight and 1:00 a.m. respectively, and the prohibition of karaoke and dancing was lifted throughout the country. Restaurants serving alcohol are allowed to use 50% of their customer capacity both indoors and outdoors, while other restaurants are allowed to use 75% of their customer capacity. NoHo Partners announced immediately on 21 January 2021 that it was decreasing its profit guidance for 2021, published on 9 November 2021, as a result of strict restrictions on restaurant opening hours, local restrictions on assembly and the decision of the Finnish government to discontinue the use of the COVID-19 passport. As a consequence, the company had to close almost all of its Finnish restaurants. At the same time, the Group announced that it was laying off almost all of its personnel in Finland, totalling approximately 1,250 employees, and commencing negotiations pursuant to the Act on Co-operation within Undertakings in order to adapt its operations to the tightened restrictions. The three-week closure was extended until 18 April 2021, and restaurants could subsequently be opened on 19 April 2021 subject to strict restrictions on opening hours, alcohol service and customer capacity. In regions where the pandemic was in the acceleration or community transmission phase, restaurants serving alcohol were allowed to stay open until 18:00 and restaurants that serve food were allowed to stay open until 19:00, with alcohol service ending at 17:00. Areas in the baseline phase of the pandemic returned to restricting alcohol service to 22:00. The Finnish Parliament approved the proposal issued by the Finnish Government on 30 April 2021 on the temporary amendment of the Communicable Diseases Act to extend the validity of the temporary regulations until 31 December 2021. A COVID-19 passport was implemented in Finland on 16 October 2021. NoHo Partners started using the COVID-19 passport at a few of its nightclubs as an alternative to the restaurant restrictions in the community transmission phase. On 25 November 2021, the company announced that it would introduce the COVID-19 passport at all of its restaurants in areas in the community transmission phase as an alternative to the imposed restaurant restrictions. The restaurant restrictions were tightened in Finland on 28 November 2021, and after that alcohol service in restaurants in areas in the community transmission phase ended at 5 p.m. and opening hours at 6 p.m. The restrictions could be circumvented with a COVID-19 passport. On 21 December 2021, the Finnish government announced new tightened restrictions as of 24 December 2021, with the use of COVID-19 passports and business and alcohol service hours significantly restricted. All restaurants in the country had to be closed at 6 p.m. from 12 January 2022, with alcohol service ending at 5 p.m. After the 2021 financial period, alcohol service hours of restaurants were extended until 8 p.m. and opening hours until 9 p.m. at the beginning of February 2022. There was no change to stopping alcohol service at 5 p.m. and staying open until 6 p.m. of restaurants serving alcohol. The restrictions continued until 14 February 2022, after which alcohol service ends at 11 p.m. and opening hours end at midnight for all restaurants. The restrictions on assembly were also discontinued. The restaurant restrictions were lifted completely on 1 March 2022. 23 NoHo Partners Plc Business ID 1952494-7 In Denmark, restaurants were closed throughout the country at the beginning of 2021 and only takeaway sales were allowed. In response to the improved pandemic situation, Denmark allowed restaurants to reopen, subject to restrictions, starting from 21 April 2021, with alcohol service ending at 22:00 and doors closing at 23:00. Customer capacity was restricted to about half of full capacity, and a COVID-19 passport and table reservation were required for entry. Starting from 1 June 2021, the opening hours of restaurants serving food and bars were extended until midnight and, starting from 15 July 2021, until 02:00. The COVID- 19 passport was taken out of sue and nightclubs were allowed to reopen on 1 September 2021. Restaurant restrictions were lifted throughout the country on 10 September 2021. In Denmark, the state has supported companies in the restaurant industry during the crisis by covering 80 per cent of their fixed expenses, relative to the decline in turnover. In addition to fixed expenses, the Danish state also covered 80 per cent of wage expenses from March until the end of June 2021. The state also paid employees’ wages for the first seven days starting from the reopening of restaurants on 21 April 2021. Starting from the beginning of July 2021, a cost support model entered into force, whereby fixed cost support was extended for restaurants whose turnover was less than 40 per cent of their turnover in the corresponding period in 2019. In Norway, a ban on the sale of alcohol was in effect in restaurants at the beginning of 2021. The company’s restaurants in Norway are primarily restaurants that serve alcohol, and they were closed. The restriction on serving alcohol was cancelled regionally in the third week of January 2021. However, in Oslo, for example, the ban on serving alcohol continued until 2 March 2021, after which restaurants in Oslo were ordered to close entirely. The prohibition of alcohol service was reinstated nationally, effective from 26 March 2021. It was subsequently cancelled on a regional basis on 16 April 2021. From that date onwards, restaurants in certain municipalities were allowed to stay open until 10.30 p.m., with alcohol service ending at 10 p.m. In Oslo, the ban on alcohol service continued until 25 may 2021, after which in Oslo and in Trondheim, for example, alcohol service was allowed until 10 p.m., and in most other municipalities until midnight. The national restrictions were lifted at the end of June. Since then, the restrictions were municipality-specific. In Oslo, restaurants serving food and bars were allowed to stay open until 3 a.m. In indoor areas of restaurants, customers were required to have a seat, table service was required and safe distances of 1.5 metres needed to be ensured. Restaurant restrictions were lifted completely throughout the country on 25 September 2021. The restrictions were tightened again in mid-December 2021, with a four-week ban on serving alcohol in restaurants. It ended on 14 January 2022, after which all restaurants were allowed to serve alcohol until 11 p.m. and stay open until midnight. The customer capacity was limited to about 50 per cent and only table service was allowed. The restaurant restrictions, with the exception of the prohibition to dance and one-metre safe distance, were lifted in Norway on 1 February 2022. The remaining restrictions were lifted on 12 February 2022. With the restrictions tightening again in December, the Norwegian state covered up to 85 per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the corresponding period in 2019. Waste was reimbursed at a rate of 100% and the turnover of cancelled events at a rate of 70%. The wage subsidy (80 per cent up to NOK 30,000/month) and the reimbursement of fixed costs continued until the end of January 2022. The Norwegian state’s 80% compensation for fixed costs remained in effect until the end of September 2021, when society was reopened and restaurant restrictions were lifted. The Norwegian state also supported employment by paying 50 per cent of the wages of re-employed personnel until the end of June 2021. Companies in Norway have also received additional support by municipalities and arts councils while the restrictions remained in place. The COVID-19 passport was taken back into use on 12 November 2021 in restaurants, bars, cafes and nightclubs and in indoor events of more than 200 people and outdoor events of more than 2,000 people. Restaurants had to close at 11 p.m., with alcohol service ending at 10 p.m. Customer capacity was restricted to half of normal. Nightclubs remained closed. All restaurant restrictions were lifted in Denmark as of 1 February 2022. With the restrictions re-introduced in November 2021, the Danish state covered up to 80 per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the corresponding period in 2019. The State reimbursed 90 per cent of fixed costs, depreciation and interest between 17 December 2021 and 17 January 2022 if the company was proactively closed. The wage subsidy was 90 per cent of the wages of hourly paid workers and 75 per cent of the salaries of monthly wage earners. 24 NoHo Partners Plc Business ID 1952494-7 1.4. Going concern assumption The above section describes the impact of the COVID-19 pandemic on the Group’s business. The Group has taken purposeful action to reduce the pandemic’s impacts, uncertainties and risks and to secure the Group’s financial position and sufficient financing. In February 2021, the Group negotiated a financing agreement with its financing providers, securing the Group’s financial position for the coming years and facilitating measures to be taken in the rebuilding phase. The financing arrangements are described in more detail in Note 5.6. As the ultimate duration and overall impacts of the pandemic are difficult to predict, its effects on NoHo Partners’ future turnover, result, cash flow and financial position may deviate from the current estimates and assumptions of the management. According to the management, the cumulative cash flow of operations, the funding agreement negotiated in the spring as well as existing liquid assets and available limits cover the Group’s working capital requirements for the next 12 months. In addition, on the closing date the Group has a shareholding in Eezy Plc that has a market value in excess of MEUR 35 and is classified as an asset held for sale. By gradually reducing its shareholding, the Group aims to finance the growth targets for the strategy period 2022–2024 and, if necessary, strengthen the Group’s balance sheet position. The view of the Group management is that there are currently grounds for assuming that the business operations of NoHo Partners Group will continue. If, going forward, the Group’s restaurant operations are restricted significantly and for a long time due to the pandemic or another similar external factor by the government and the Group is not able to secure adequate additional financing or support from the government, and can’t renegotiate loan amortisation plans or receive sufficient additional debt or equity financing or support for its operations from the market, there may be uncertainty concerning the continuity of the Group’s business. Risks and uncertainty factors The restaurant industry is a cyclically sensitive sector that reacts quickly to economic cycles, seasonal variation and external disruptions. The COVID-19 pandemic, which began in March 2020 and grew into an international epidemic, is a good example of an external factor that significantly impacts the industry and its development. The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months. The COVID-19 pandemic has had a significant impact on NoHo Partners’ operations in all of the Group’s operating countries starting from March 2020. The key risks caused by the COVID-19 pandemic have been related to the health and safety of the Group’s employees and customers as well as loss of turnover, cash flow, liquidity, solvency and profit. The predictability of business development over the coming months is still subject to significant uncertainty. During the next few months, the most significant risk is related to the negative business impacts of the pandemic or emerging of new virus variants and waves as well as the potential resulting business restrictions imposed by the public authorities. The pandemic situation, restrictions imposed by the authorities and related news coverage may have a significant impact on consumer behaviour. The vaccination coverage has a significant impact on the recovery of the restaurant industry in the company’s operating countries. The prolonged duration of the COVID-19 pandemic and its impacts on the market, customer behaviour, the demand for restaurant services, the national economy and the financial markets are all factors that increase uncertainty in the near term and the longer term. The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power and corporate sales. The growth outlook weakened rapidly due to the COVID-19 pandemic in early 2020 in all of the Group’s operating countries. In 2021, the economic growth and demand outlook as well as consumer confidence in the economy improved substantially. At the beginning of 2022, consumers confidence in the economy was at the average level. Uncertainties related to the duration of the COVID-19 pandemic and the measures aimed at mitigating the spread of the disease and recovery of the restaurant industry constitute a risk to the development of NoHo Partners’ turnover and cash flow. Adjusting operating costs and the ability to mount an agile response to changes in customer demand are key ways for the Group to influence the development of turnover and EBIT. Restrictions imposed by the governments of the operating countries and their extension have a negative impact on operations and cash flow if lessors do not agree to lease accommodations for the time period during which operations have been restricted or prohibited by government decree and if the country does not compensate at all the losses caused by the restrictions it imposes. 25 NoHo Partners Plc Business ID 1952494-7 The Group strives to assess and track the amount of funding required by the business during the exceptional circumstances, for example by performing a weekly analysis of the utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial institutions and forms of financing, when necessary. Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as the availability, price and other terms and conditions of financing. If the pandemic continues causing new restrictions, declaraing the state of emergency and restaurant closures, leading to the sudden stoppage of business operations, working capital could eat into cash assets due to the resulting demand shock. Should it be further prolonged, the COVID-19 pandemic and related restriction measures can lead to a deterioration of the cash position and impaired equity of the company due to lower profitability. The Group has prepared for this eventuality with the financing package it negotiated, by steering its operations with a focus on the cash flow, by reassessing the amount and timing of future investments and other financing arrangements. The cumulative cash flow of operations as well as existing liquid assets and available limits cover working capital required by the Group. In February 2021, the Group negotiated a financing package with its financing providers, securing the Group’s long-term financial position and facilitating the measures of the reconstruction programme. The Group has implemented purposeful adjustment measures during the pandemic, including, for example, several negotiations pursuant to the Act on Co-operation within Undertakings concerning all of the personnel in Finland. Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s operations. Regulatory changes concerning, for example, alcohol legislation, food legislation, labour legislation and value added taxation may affect the Group’s business. The tightening of the geopolitical situation may have an impact on the market conditions of the Company; however, the Company does not foresee it to directly impact the consumer demand in its operating countries. The cost increases caused by the prevailing global situation may impact the Company´s operations. The Company has prepared for the increase in raw material prices by centralising the purchase agreements and by making price increases. Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are primarily leased, so the development of the general level of rents has a major impact on the Group’s operations. Due to the pandemic, the labour market situation in the Group’s operating countries is challenging, which may also influence NoHo Partners’ operations in the future. There is a labour shortage in the restaurant industry due to the pandemic, and the future availability of labour can be seen as one uncertainty factor. The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in the event that the Group’s expected future cash flows decline permanently due to the COVID-19 pandemic or other internal or external factors. 26 NoHo Partners Plc Business ID 1952494-7 1.5. Key estimates and judgements Key estimates and judgements Note 4.3. Leases 1.6. Consolidation principles Subsidiaries The preparation of consolidated financial statements in accordance with the IFRS standards requires the use of certain estimates and assumptions that affect the reported figures. The estimates and assumptions used in these financial statements are based on the management’s best estimate at the time of closing the books. These estimates and assumptions influence the application of the accounting principles used in the financial statements, the amounts of assets and liabilities on the balance sheet, the presentation of contingent assets and liabilities in the notes to the financial statements as well as the income and expenses for the financial period. The estimates are based on previous experience, market data and several other assumptions that are deemed reasonable, but the actual figures may deviate from these estimates due to different assumptions or circumstances. The management must exercise judgement in applying the accounting principles of the financial statements and making estimates related to income taxes, goodwill impairment testing, provisions and contingent liabilities, for example. These principles and estimates require the management to make subjective and complex judgement-based estimates, such as those concerning the effects of factors that are uncertain by nature. Assumptions related to acquisitions (e.g. the future cash flows of the acquired business, purchase price allocations, the value and useful life of brands, the fulfilment of conditions concerning brands with an indefinite useful life, the realisation of contingent transaction prices and the synergies achieved through acquisitions) 3.1. Acquired business operations, 4.1. Goodwill and intangible assets The impacts of the COVID-19 pandemic on the Group’s operations and management estimates are described in Notes 1.3. and 1.4. above. These consolidated financial statements comprise the parent company NoHo Partners Plc, the subsidiaries it owns, and their subsidiaries. The subsidiaries and associates consolidated into these consolidated financial statements are itemised in Note 6.2. Assumptions related to impairment testing (e.g. revenue growth, cost development, level of maintenance investments and changes in the discount rate) 4.1. Goodwill and intangible assets Subsidiaries are companies where the Group has a controlling interest. Control is created when the Group, through involvement in the entity, is exposed to the entity's variable returns or is entitled to them, and can influence these returns by exercising its power on the entity. The Group’s control is based on voting rights. Subsidiaries are consolidated into the consolidated financial statements starting from the date when control is transferred to the Group; assigned subsidiaries are retained in the consolidated financial statements until the date when control ceases to exist. Management actions and estimates related to the risk management of trade and other receivables and the minimisation of credit losses 5.9. Risk management Estimates concerning leases (e.g. leases covered by the arrangement, the size of leases for underlying assets of low value, the exercising of extension options of leases, the incremental borrowing rate, the size of restoration costs) The management’s estimate of the fulfilment of the financial conditions set by the Board of Directors 2.6. Share-based payments The management’s estimates are related to the use of deferred tax assets against taxable income in future periods 2.10. Income tax expense The acquisition method has been used to eliminate mutual share ownership between the Group's companies. The amount by which the acquisition cost exceeds the Group's share of the fair value of the purchased net identifiable assets is recorded as goodwill. If the acquisition cost is lower than the net assets of the acquired subsidiary, the difference is recognised as income in the income statement. 27 NoHo Partners Plc Business ID 1952494-7 Associated companies The Company has significant, over 20 percent, ownership in Eezy Plc, which is treated as non-current assets held for sale. 1.7. Non-current assets held for sale Acquisition-related expenditure, excluding the expenditure from issuing current liability and equity convertible securities, has been recorded as expense. Any conditional additional purchase price has been measured at fair value at the moment of acquisition, and has been classified as liability or equity. Additional purchase price classified as liability is measured at fair value on each closing date, and the generated profit or loss is recorded through profit or loss. Additional purchase price classified as equity is not re-measured. Any non-controlling interests in the object acquired are measured at either fair value or an amount corresponding to the proportion of the non-controlling interests in the net identifiable assets of the object acquired. The measurement principle is defined separately for each business acquisition. Intragroup transactions, receivables and payables as well as unrealised gains are eliminated when drawing up the consolidated financial statements. Unrealised losses are not eliminated if the loss is caused by impairment. Where necessary, the accounting principles of the financial statements of subsidiaries have been amended to correspond to those of the Group. Immediately before the classification, the asset items classified as held for sale are measured according to the applicable IFRS standards. Starting from the moment of classification, the asset items held for sale are measured at carrying amount or fair value less the costs of selling, whichever is lower. Depreciation on these asset items is discontinued and the share of the associated company’s result is no longer recognised after the classification. On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group decided to classify its shareholding in Eezy Plc as an asset held for sale. The Group plans to gradually reduce its shareholdings in Eezy to finance future growth projects and, if necessary, strengthen its balance sheet position. The distribution of the profit or loss for the financial period between the owners of the parent company and the minority shareholders is presented in the income statement. The distribution of the comprehensive income between the owners of the parent company and the minority shareholders is presented together with the comprehensive income statement. Comprehensive income is allocated to minority shareholders, even if this would lead to the non-controlling interest becoming negative. The portion of equity belonging to minority shareholders is presented as a separate item on the balance sheet, as part of equity. Changes to the parent company's holding in a subsidiary that will not lead to a loss of control are recorded as transactions concerning equity. If an acquisition is completed in stages, the earlier holding is measured at fair value, and the resulting gain or loss is recognised through profit or loss. When the Group loses its controlling interest in a subsidiary, the remaining portion is measured at fair value on the date of the loss of control, and the difference is recorded through profit or loss. Associated companies are companies where the Group exercises a significant influence over the voting rights. A significant influence is mainly generated when the Group owns over 20 per cent of the company's voting rights, or when the Group otherwise exercises a significant influence but does not have a controlling interest. Associated companies are consolidated into the consolidated financial statements using the equity method. If the Group's share of the losses of an associated company exceeds the carrying amount of the investment, the investment is recorded at zero value on the balance sheet; losses exceeding the carrying amount are not consolidated unless the Group is committed to fulfilling the liabilities of the associated company. Any investment in an associated company includes the goodwill accrued from its acquisition. Unrealised gains between the Group and an associated company have been eliminated in accordance with the Group's holding. The portion of the associated companies' income from the financial period corresponding to the Group's holding is presented as a separate item above EBIT. Correspondingly, the Group's share of the changes recorded in the other items of the associated company's comprehensive income is entered in the other items of the Group's comprehensive income. Non-current assets are classified as held for sale if the amount equivalent to their carrying amount will primarily accumulate from the sale of the assets rather than their continued use. The prerequisites for classification as held for sale are considered to be met when the sale is highly probable and the asset item can be immediately sold in its present condition using common terms, and when the management is committed to the sale and the sale is expected to take place within one year from the classification. 28 NoHo Partners Plc Business ID 1952494-7 Assets held for sale are presented separately from other assets on the balance sheet. 1.8. Items denominated in foreign currencies New and amended standards and interpretations applied in the consolidated financial statements as of 1 January 2021: Covid-19-Related Rent Concessions beyond 30 June 2021 – Amendment to IFRS 16 Leases (effective from 1 April 2021 for financial years starting, at the latest, on or after 1 January 2021) The amendment allows lessees not to account for rent concessions as lease modifications if they are a direct consequence of COVID-19 and meet certain conditions. The impact of the amendment on the Group is described in Note 4.3. Leases. Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases (effective for financial years beginning on or after 1 January 2021) The amendments provide guidance for the period after the interest rate benchmark reform in terms of contractual cash flows and changes in hedging relationships, where the amendments are specifically due to the entry into force of the Benchmarks Regulation (changes brought about by the IBOR reform). The amendments instruct companies to describe useful information about the effects of the reform on the financial statements. Transactions denominated in foreign currencies are entered in the accounts at the exchange rate in effect on the date of the transaction. The closing rates of the European Central Bank are used in the translation of receivables and liabilities denominated in foreign currencies. The translation differences arising from transactions denominated on foreign currencies and the conversion of financial items are recognised through profit or loss. Foreign exchange gains and losses are included in the corresponding items above EBIT. 1.9. Adoption of new and amended standards The consolidated financial statements are presented in euros, which is the operating and presentation currency of the Group’s parent company. After the shares were classified as an asset held for sale, capital gains of MEUR 0.7 have been recognised on the sale of the shares. The capital gain is recognised in other operating income in the consolidated income statement. After the moment of classification, the dividend of MEUR 0.3 distributed by Eezy Plc has been recognised in financial income. 29 NoHo Partners Plc Business ID 1952494-7 2.1. Turnover Distribution of of turnover EUR 1,000 2021 2020 Sale of goods 170 723,2 144 473,7 Sale of services 15 345,8 12 297,1 Total 186 069,0 156 770,8 Distribution of turnover into goods and services by business area EUR 1,000 2021 2020 Restaurants 68 685,8 57 994,6 Entertainment venues 49 484,4 43 920,4 Fast casual restaurants 39 882,5 31 239,2 International restaurants 28 016,3 23 616,7 Total 186 069,0 156 770,8 The Group has sales in Finland, Denmark and Norway. Asset and debt items based on contracts with customers Accounting principles In the restaurant business, the customers are mainly private individuals and there is also a small number of contract customers. The amount of profit recorded for the sale of goods at the time of sale comprises the fair value of the compensation that is or will be received for the sold item, less any VAT as well as volume discounts and other discounts. Most of the Group’s income is generated from retail sales, where the payment instruments are cash and credit cards. Contract customers’ sales revenue is recognised immediately after the restaurant services have been provided in connection with invoicing. In the restaurant business, the revenue for sold gift cards is recognised when the cards are used. Gift card revenue is expected to be recognised in the following 12 months. Turnover for services is recorded as the Group performs the service and the customer receives control over it. The Group tracks sales separately for goods and services. The sale of goods is primarily comprised of food and beverage sales by restaurant operations to private and corporate customers. Services include the service sales of restaurants, which consist of ticket and game revenue and the income from selling advertising and marketing spaces and similar space. Services also include marketing support payments received. Of asset items based on contracts, a total of 500 thousand was recognised (EUR 1,320 thousand) as credit losses and IFRS 9 credit loss provisions during the period 1 January–31 December 2021. The credit loss provision is discussed in Note 5.9. The Group has no asset items recognised for the costs of obtaining or fulfilling contracts with customers. The Group’s contracts with customers do not include restitution or repayment obligations or special warranty terms. Restaurants sell gift cards, which are presented in current liabilities. Gift card revenue is recognised when the card is used. On 31 December 2021, the value of gift cards sold was EUR 2,627 thousand (EUR 2,260 thousand), and they are expected to be recognised as revenue during 2022. The total impact from the company acquisitions carried out in 2021 on trade receivables and other non-interest-bearing receivables was EUR 127.8 thousand (EUR 337.7 thousand), see Note 3.1. 30 NoHo Partners Plc Business ID 1952494-7 2.2. Government grants The impacts of the COVID-19 on the Group’s business operations are described above in Note 1.3. Specification of government grants EUR 1,000 2021 2020 Finland 1 800,0 4 192,0 Business cost support/compensation for fixed expenses ** 2 500,0 0,0 Re-employment support 0,0 800,0 Development grant/Ministry of Education and Culture general grant 159,6 146,9 Norway Compensation for fixed expenses 3 814,1 2 791,3 Compensation related to wage expenses 363,4 0,0 Denmark Compensation for fixed expenses 2 478,5 2 958,3 Compensation related to wage expenses 1 060,5 1 586,4 Total 12 176,2 12 474,8 The Group has received government grants amounting to approximately MEUR 12.2 during the period 1 January–31 December 2021 in Finland, Norway and Denmark to mitigate the negative impacts of the COVID-19 pandemic. During the first quarter of 2021 in Finland, the Group recognised business cost support from the Finnish state in the amount of MEUR 1.0 based on costs that arose during the period 1 November 2020–28 February 2021. In the second quarter of 2021, the Group recognised MEUR 2.8 in closure compensation and uncovered fixed expense support from the Finnish state for March–May 2021. The Group did not receive any government grants from the Finnish state in the third quarter. In the fourth quarter, the company received EUR 0.5 million in Finnish government cost support and EUR 0.2 million in general grants from the Ministry of Education and Culture. With the restrictions re-introduced in November 2021, the Danish state covered up to 80 per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the corresponding period in 2019. The State reimbursed 90 per cent of fixed costs, depreciation and interest between 17 December 2021 and 17 January 2022 if the company was proactively closed. The wage subsidy was 90 per cent of the wages of hourly paid workers and 75 per cent of the salaries of monthly wage earners. Government grants from the Danish state totalled approximately MEUR 3.5 for January–December 2021. The Norwegian state’s turnover-linked 80% compensation for fixed costs remained in effect until the end of September 2021, when society was reopened and restaurant restrictions were lifted throughout the country. Companies were also paid wage support and additional financial support in Norway through municipalities and arts councils. Support received from the Norwegian state amounted to MEUR 4.2 in January–December 2021. In Denmark, the state has supported companies in the restaurant industry during the crisis by covering 80 per cent of their fixed expenses, relative to the decline in turnover. The Danish state also covered 80 per cent of wage expenses starting from March 2021 until the end of June. Starting from the beginning of July 2021, a cost support model entered into force in Denmark, whereby fixed cost support was extended for restaurants whose turnover is less than 40 per cent of their turnover in the corresponding period in 2019. With the restrictions tightening again in December, the Norwegian state covered up to 85 per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the corresponding period in 2019. Waste was reimbursed at a rate of 100% and the turnover of cancelled events at a rate of 70%. The wage subsidy (80 per cent up to NOK 30,000/month) and the reimbursement of fixed costs continued until the end of January 2022. * Includes closure compensation for medium-sized and large companies in 2021 and the compensation received in 2020 for the restriction of operations. ** Includes compensation for uncovered fixed expenses in accordance with the 2021 EU state subsidy programme and business cost support. Compensation for restriction of operations/closure compensation * 31 NoHo Partners Plc Business ID 1952494-7 Accounting principles 2.3. Other operating income EUR 1,000 2021 2020 Rent income 1 073,1 1 202,3 Government grants 12 176,2 12 474,8 Other operating income 4 224,3 3 227,4 Total 17 473,6 16 904,5 Accounting principles 2.4. Materials and supplies EUR 1,000 2021 2020 Purchases 47 595,1 43 896,7 External services 16 215,0 13 970,5 Total 63 810,1 57 867,2 Accounting principles 2.5. Employee benefits EUR 1,000 2021 2020 Salaries 44 421,7 40 981,9 Pension costs – defined contribution plans 6 323,1 4 510,1 Social security costs 1 899,5 1 887,5 Expenses recognised on the share-based incentive plan 100,0 281,1 Total 52 744,3 47 660,6 Lease income includes lease income for premises. Lease income is recognised as revenue on a straight-line basis over the lease term. Government grants include government grants from the states of Finland, Norway and Denmark, which are presented in more detail in Note 2.4. Gains from the sale of tangible assets are recognised in other operating income. The profit from a sale is determined by the difference between the sale price and the remaining acquisition cost. Purchases include food, beverages and other supplies and services related to the production of restaurant services. External services consist mainly of leased restaurant employees. NoHo Partners announced on 5 January 2021 that it had completed negotiations in accordance with the Act on Cooperation within Undertakings in order to adapt its operations to the strict restrictions on the restaurant industry put in place by the Finnish Government. The negotiations were aimed at minimising the financial impacts caused by COVID-19 and adjusting the Group’s costs to correspond with the decline in volume due to the restrictions on restaurants. The negotiations concerned all of the Group’s employees in Finland, totalling approximately 1,300 employees. The negotiations led to changes in the organisational structure, reductions in jobs in the Executive Team, the supervisory level and administrative duties as well as part-time and full-time temporary layoffs. Government grants are recognised when it is reasonably certain that the related conditions are met and the grants will be received. The management estimates that the aforementioned conditions are satisfied for the grants recognised during the financial period. The Group has not received direct benefits from government support of any other type. Government grants related to expenses are entered on the balance sheet as deferred income and recognised through profit or loss under other operating income for the periods corresponding to the expenses that they cover. 32 NoHo Partners Plc Business ID 1952494-7 The management’s employment benefits are presented in Note 6.3. Related party transactions. Share-based incentive scheme in Note 2.6. Share-based payments. Accounting principles The Group has pension arrangements based on local practices in Finland, Norway and Denmark. 2021 2020 Average number of Group personnel during the period 1 497 1 222 2.6. Share-based payments Expenses recognised on the share-based incentive plan EUR 1,000 2021 2020 Earning period 1 -187,7 Earning period 2 900,0 Earning period 3 100,0 Pension obligations are classified as benefit-based or defined contribution plans. The Group's statutory pension plans have been classified as defined contribution plans. The Group does not have any benefit-based pension plans. In a defined contribution plan, the Group pays fixed fees for a pension plan to a pension insurance company. The Group is not legally or constructively obligated to make additional payments if the recipient of the payments does not have sufficient funds to pay the pension benefits that the employees have earned for the current period or periods preceding it. In a defined contribution plan, the payments made are recorded into the income statement for the financial period that the charge applies to. On 25 February 2021, NoHo Partners Plc announced it was commencing new negotiations in accordance with the Act on Co- operation within Undertakings in order to adapt its Finnish operations to the restaurant closures imposed by the Finnish Government effective from 8 March 2021. The purpose of the negotiations was to minimise the financial impacts of the COVID- 19 pandemic. The co-operation negotiations concerned all of the Group’s employees, totalling approximately 1,250 employees in Finland. The Group announced on 21 December 2021 that it was laying off almost all of its personnel in Finland, totalling approximately 1,250 employees, on the basis of the decision made during the previous round of co-operation negotiation and commencing negotiations pursuant to the Act on Co-operation within Undertakings in order to adapt its operations to the tightened restrictions. The co-operation negotiations concerned all of the Group’s employees, totalling approximately 1,250 employees in Finland. The restrictions on restaurants also indirectly affected the approximately 2,000 people working for the Group as leased staff. The negotiations concerned full-time or part-time temporary layoffs of personnel. As a result of the negotiations, the Group’s organisation was restructured primarily with regard to senior management, administration and supervisory jobs. The restructuring led to a reduction of 55 jobs as well as 15 jobs being made part-time. The reductions in jobs concerned two positions in the Group Executive Team as well as management and other jobs in restaurants as well as administrative specialist positions in sales and marketing. The reductions in jobs were achieved through voluntary arrangements and redundancies as well as the termination of employment concerning employees who are called in to work on an irregular basis. The part-time or full-time temporary layoffs concerned approximately 600 employees when the negotiations ended. On 30 November 2018, NoHo Partners announced a long-term share-based incentive scheme for the Group’s key personnel. The purpose of the share-based incentive plan is to align the goals of shareholders and key persons to increase the company’s value and to commit key persons and offer them a competitive reward system based on company share earnings and price development. The Board will confirm the earning criteria, the related target levels and the individuals included in the plan before the start of each earning period. Any share reward for each earning period can be paid as shares, money or a combination thereof. Rewards can also be paid for an earning period based on reaching the targets set by the Board and the continuation of the employment contract. The Board may decide on including new key persons in the system and on their right to the reward such that the validity of their employment contract is considered when determining the maximum reward. The share reward based on this system will be paid in the spring following the end of the earning period. 33 NoHo Partners Plc Business ID 1952494-7 Earning period 3 Costs from the share-based incentive plan are recognised as staff expenses over time and in equity under earnings. Earning period 2 Earning period 1 Accounting principles Key estimates and judgements On 9 November 2020, the Board of Directors of NoHo Partners Plc decided on a special unpaid share issue for key personnel in order to pay the reward of the first earning period of the share incentive scheme, 1 December 2018–31 December 2019. The decision on the share issue was made on the basis of the authorisation granted by the Annual General Meeting on 16 June 2020. A total of 68,597 new shares were issued without payment in the share issue to 9 key employees participating in the share- based incentive scheme. The issuance of the new shares saw the total number of NoHo Partners Plc’s shares increase to 19,222,270. The new shares were registered in the Trade Register on 13 November 2020. On 30 December 2019, the company announced that the second 24-month earning period of the long-term share-based incentive plan for the key personnel will start on 1 January 2020 and end on 31 December 2021. A maximum number of 354,668 NoHo Partners Plc’s shares may be paid to the key employees during the second earning period based on the achieved key goals in terms of the business operations set by the Board of Directors. The earning criteria set for the second earning period are the EBIT % of NoHo Partners Plc’s Finnish operations, the company’s share price development and the EBIT % of the foreign operations during the second earning period. The fair value of shares given without consideration to key personnel within the share reward system is recorded as an expense for the period to which the arrangement is related. The fair value is determined at the time of giving the shares, recorded as staff expenses and listed as earnings under equity. The number of shares that key personnel are expected to become entitled to is determined based on the assessed completion of the financial conditions set by the Board. The assessments are reviewed at the end of every reporting period and the adjustments are recognised in personnel expenses through profit or loss and under equity. The cost impact recognised due to the Group’s share-based incentive plan is based on the management’s assessment of the achievement of the financial conditions set by the Board. The Board of Directors anticipates that the maximum dilutive effect on the number of the company’s registered shares is approximately 1.83%. The share-based incentive scheme covered 11 key employees of the company’s Executive Team at the start of the second earning period. The company announced the amendment of the terms and conditions of the long-term share-based incentive scheme for key personnel due to the significant change in the business environment caused by the coronavirus pandemic on 30 November 2021. The terms and conditions of the share-based compensation plan were amended by extending the duration of the share- based incentive plan by one year to 2024 and by adding a new earning period. NoHo Partners Plc’s Board of Directors has decided on the third earning period of the long-term share-based incentive scheme for key personnel. The third earning period lasts 13 months and it will start on 1 December 2021 and end on 31 December 2022. The earning criteria for the third earning period are based on NoHo Partners Plc's relative profitability (operating profit %). The share-based incentive scheme covers eight persons in the third earning period. A maximum of 281,828 NoHo Partners Plc shares may be paid to the key employees for the third earning period. The value of the maximum reward at the mid-market rate of the share on 29 November 2021 would be approximately EUR 2.2 million. The Board of Directors anticipates that was the reward for the third earning period paid fully in shares, the maximum dilutive effect on the number of the company’s registered shares would be 1.44%. 34 NoHo Partners Plc Business ID 1952494-7 2.7. Other operating expenses EUR 1,000 2021 2020 1 562,3 1 356,6 Business premises expenses 8 819,0 8 891,5 Machinery, equipment and IC expenses 9 515,0 9 152,8 Travel expenses 476,4 545,0 Marketing, performer and entertainment expenses 10 047,7 8 645,6 Other expenses 10 686,6 12 003,5 Total 41 107,0 40 595,0 Accounting principles 2.8. Auditor’s fees EUR 1,000 2021 2020 Audit 600,0 305,4 Other fees 200,0 297,8 Total 800,0 603,2 Voluntary indirect employee costs The auditing firm was Ernst & Young Oy. Other operating expenses include the cost of goods and services other than those sold, such as voluntary personnel costs, marketing costs, information system costs and rents recognised in the income statement from leases classified as current or leased equipment classified as low value. Other operating expenses also include losses from the disposal of tangible and intangible assets and losses from the sale of operations. Other expenses consist of outsourced financial and administrative services and other items that are not material in isolation. 35 NoHo Partners Plc Business ID 1952494-7 2.9. Depreciation, amortisation and impairment Depreciation by commodity group 2021 2020 Intangible assets Non-competition agreements 556,7 872,4 Beneficial lease agreements 23,5 51,0 Brands and name-use-rights 3 671,2 4 140,3 IC software 514,8 796,2 Customer relationships 33,8 348,8 Total 4 800,0 6 208,7 Tangible assets Improvement costs of rental premises 5 895,6 8 870,1 Buildings 92,0 430,0 Machinery and equipment 3 341,1 4 573,0 Total 9 328,7 13 873,1 Right-of-use assets IFRS 16 Machinery and equipment 585,7 748,0 IFRS 16 Properties 29 333,7 29 105,1 IFRS 16 Land and water areas 269,1 325,4 Total 30 188,5 30 178,5 Impairment Intangible assets 170,0 98,8 Tangible assets 2 450,3 1 042,5 Right-of-use assets 118,0 555,2 Total 2 738,2 1 696,5 Depreciation, amortisation and impairment total 47 055,4 51 956,7 Accounting principles The accounting principles for depreciation, amortisation and impairment of intangible and tangible assets are presented in Notes 4.1 and 4.2. EUR 1,000 36 NoHo Partners Plc Business ID 1952494-7 2.10. Income taxes Tax expense components EUR 1,000 2021 2020 Tax based on the taxable income from the financial period -1 232,4 -1 110,7 Change in deferred taxes 3 670,9 6 481,1 Total 2 438,5 5 370,4 Tax expense reconciliation calculations EUR 1,000 2021 2020 Profit/loss before taxes -12 776,0 -34 839,2 Profit calculated at 20% tax 2 555,2 6 967,8 Impact of foreign tax rates on the tax rate 122,4 160,5 Non-deductible expenses -210,0 -48,1 Use of previously unrecognised tax losses 16,6 39,1 Unrecognised deferred financial period assets on losses for the financial period -813,7 -1 548,1 Share of profit of associated company less taxes 54,5 104,8 Tax-exempt income 198,7 1,2 Impairment of goodwill -10,0 -43,6 Share-based incentive plan -20,0 -132,5 Consolidated adjustments to the income statement -132,5 0,0 Taxes for prior financial periods 677,3 -130,8 Tax expenses in the income statement 2 438,5 5 370,4 Accounting principles Key estimates and judgements The tax costs in the consolidated income statement are based on the taxable income from the financial period, adjustment of taxes from the previous financial periods and change in deferred tax. Estimates by the management are related to, amongst other things, to utilising deferred tax assets against taxable income in the coming years. The tax costs in the income statement are based on the taxable income from the financial period and deferred tax. Taxes are recorded through profit or loss, except in cases where they are directly related to items registered as equity or other items in the total comprehensive income. In these cases, their tax effects are also recorded as equity in these items. Tax based on the taxable income from the financial period is calculated using the taxable income and the applicable tax rate in each country. The taxes are adjusted by any taxes related to previous financial periods. The accounting principles for deferred taxes are presented in Note 2.11. 37 NoHo Partners Plc Business ID 1952494-7 2.11. Deferred tax assets and liabilities Change in deferred taxes in 2021 EUR 1,000 1 January Recognised in the income statement Business combinations Change in offsetting Other changes and write-offs 31 December Deferred tax assets On confirmed losses 7 573,3 2 649,2 10 222,5 On Group eliminations 2 662,7 -338,4 2 324,3 On opening marketing expenses 58,2 -13,6 44,6 On intangible rights 479,1 4,8 -12,2 471,7 On other items 216,6 372,2 588,8 Fixed asset items 1 042,7 342,3 -10,0 1 375,0 -3 088,0 -1 633,0 -4 721,0 8 944,4 3 016,5 0,0 -1 633,0 -22,1 10 305,8 EUR 1,000 1 January Recognised in the income statement Business combinations Change in offsetting Other changes and write-offs 31 December Deferred tax liabilities 23,6 -22,7 0,9 1 472,7 129,4 -25,7 1 576,4 On intangible rights 8 634,1 -820,2 64,8 -23,3 7 855,4 On business combinations 121,5 -3,8 117,7 On other items 468,4 63,0 -21,3 510,1 Fixed asset items 7,8 0,0 7,8 -3 088,0 -1 633,0 -4 721,0 7 640,1 -654,3 64,8 -1 633,0 -70,3 5 347,2 Deferred tax assets total Temporary differences Deferred tax liabilities total Offsetting of deferred tax liabilities Periodisation of loan expenses using the effective interest rate method Offsetting of deferred tax assets On the reversal of the amortisation of goodwill Temporary differences 38 NoHo Partners Plc Business ID 1952494-7 Change in deferred taxes in 2020 EUR 1,000 1 January Recognised in the income statement Business combinations Change in offsetting Other changes and write-offs 31 December Deferred tax assets On confirmed losses 2 702,5 4 870,8 7 573,3 On Group eliminations 2 349,1 313,6 2 662,7 On opening marketing expenses 73,5 -15,3 58,2 On intangible rights 444,2 34,8 479,1 On other items 120,6 96,0 216,6 Fixed asset items 450,7 592,0 1 042,7 -5 239,5 2 151,5 -3 088,0 900,9 5 892,0 0,0 2 151,5 0,0 8 944,4 EUR 1,000 1 January Recognised in the income statement Business combinations Change in offsetting Other changes and write-offs 31 December Deferred tax liabilities 24,6 -1,0 23,6 1 280,6 192,1 1 472,7 On intangible rights 9 276,5 -1 022,0 379,6 8 634,1 On business combinations 116,2 5,1 121,5 On other items 847,2 229,0 -607,8 468,4 Fixed asset items 0,0 7,8 7,8 -5 239,5 2 151,5 -3 088,0 6 305,8 -589,0 379,6 2 151,5 -607,8 7 640,1 Temporary differences Temporary differences Offsetting of deferred tax liabilities Deferred tax assets total Periodisation of loan expenses using the effective interest rate method Offsetting of deferred tax assets On the reversal of the amortisation of goodwill On 31 December 2021, the Group had EUR 13,375.9 (10,507.9) thousand in confirmed losses for which a deferred tax asset has not been recognised because it is not probable that the Group will accrue a taxable income that could be utilised against the losses before their expiration. The losses in question will expire in 2022–2031. Deferred tax liabilities total 39 NoHo Partners Plc Business ID 1952494-7 Accounting principles 2.12. Earnings per share EUR 1,000 2021 2020 Profit for the financial period attributable to owners of the Company -10 635,4 -26 825,2 Interest on subordinated loan (tax effect taken into account) 0,0 643,4 Weighted average number of shares 19 222 270 19 134 577 Diluted weighted average number of shares 19 222 270 19 134 577 Basic earnings per share (EUR/share) -0,55 -1,44 Diluted earnings per share (EUR/share) -0,55 -1,44 Accounting principles Basic earnings per share are calculated by dividing the profit for the financial period attributable to the owners of the parent company by the weighted average number of outstanding shares for the financial period. In calculating the profit for the financial period, the uncapitalised interest on the hybrid bond included in equity is deducted from the profit. Diluted earnings per share are calculated by adjusting the weighted average number of shares by the dilutive effect of potential share-based payments. Deferred tax is calculated for any temporary differences between carrying amounts and tax bases. The largest temporary differences are generated by the differences between the carrying amounts and tax bases of property, plant and equipment and intangible assets, fair value adjustments of assets and liabilities during combination of business operations, and unused tax losses. Deferred taxes have been calculated using the tax rates that have been enacted or substantively enacted on the date of the closing of the books. Deferred tax assets are recorded up to the probable amount of future taxable income against which the temporary difference can be utilised. The prerequisites for recording deferred tax assets are estimated in this respect on each closing date. However, deferred tax liabilities are not recognised when the asset item or liability in question is one that would be originally entered into the bookkeeping, there is no combination of business operations involved, and the recognition of such an asset item or liability does not affect the result of the bookkeeping or the taxable income at the time when the business transaction takes place. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset the current tax assets and liabilities at the same time and when the deferred tax assets and liabilities are related to taxes on income collected by the same recipient, either from the same taxpayer or different taxpayers, when the aim is to realise the assets and liabilities in their net amounts. Deferred tax assets and tax liabilities have been calculated using the following tax rates: Finland 20.0%, Norway and Denmark 22.0%. 40 NoHo Partners Plc Business ID 1952494-7 3. Acquisitions and disposals of business operations 3.1. Acquired business operations Acquisitions in the financial period 2021 Acquired company or business Share capital Restaurant business, Allas Sea Pool - Oslo AS 80 % Most significant acquisitions in the financial period EUR 1,000 Allas Sea Pool Oslo AS Total acquisitions Assets Intangible assets 472,7 294,5 767,2 Tangible assets 172,5 548,2 720,7 Investments 0,0 1,5 1,5 Non-current receivables 0,0 9,2 9,2 Current receivables 0,0 127,8 127,8 Inventories 0,0 114,2 114,2 Cash and cash equivalents 0,0 391,4 391,4 Assets in total 645,2 1 486,7 2 131,9 Liabilities Deferred tax liabilities 0,0 64,8 64,8 Financial liabilities 0,0 204,3 204,3 Other payables 0,0 538,8 538,8 Liabilities total 0,0 807,9 807,9 Net assets 645,2 678,9 1 324,1 EUR 1,000 Allas Sea Pool Oslo AS Total acquisitions Total purchase consideration at time of acquisition: 300,0 636,3 936,3 Share of debt 850,0 0,0 850,0 Total purchase consideration in total 1 150,0 636,3 1 786,3 Generation of goodwill through acquisitions Total purchase consideration 1 150,0 636,3 1 786,3 Earlier shareholding at fair value before the transfer of control 0,0 549,8 549,8 Non-controlling interests 0,0 135,8 135,8 645,2 678,9 1 324,1 Goodwill 504,8 643,0 1 147,8 Acquired subsidiaries and businesses Net identifiable assets of the acquired entity Transfer of ownership and control 1 February 2021 1 October 2021 Share of purchase consideration consisting of cash and cash equivalents On 29 January 2021, the Company published a media release on the Allas Sea Pool business acquisition. Allas Sea Pool’s restaurant operations will be transferred to NoHo Partners, which became Allas Sea Pool’s tenant as of 1 February 2021. Total value of acquired assets and liabilities at the moment of transfer of control On 1 October 2021, the Group acquired control of the Norwegian company Oslo AS, previously an associated company of the Group. Before the acquisition, the Group’s holding was 37.1 per cent. In connection with the acquisition, the previous holding was measured at fair value and the difference of EUR 246.2 thousand was recognised in other operating income. 41 NoHo Partners Plc Business ID 1952494-7 The acquisition cost calculations are preliminary. The acquisitions do not involve material costs of external expert services. IFRS 16 right-of-use assets of the acquired businesses EUR 1,000 Total acquisitions Allas Sea Pool 2 461,8 Oslo AS 4 918,1 Effect of acquisitions EUR 1,000 Total acquisitions Impact on the Group’s profit for the period figures Turnover 3 869,2 Net income 288,9 Estimated effect if the acquisition were made at the beginning of the financial period Turnover 4 606,6 Net income 60,6 Group in total Determination of contingent transaction prices Acquisitions in the 2020 financial period Acquired companies and businesses Share capital Restaurant business, Christiania Drift As - Restaurant business, Emmas Drommekjokken Drift As - Friends & Brgrs Ab Oy 71 % Restaurant business, Cock’s & Cows Tisvilde - Acquired subsidiaries and businesses Transfer of ownership and control 2 January 2020 1 February 2020 3 April 2020 9 May 2020 The amount of the transaction price for Dubliners, DOD, MEO, Rådhuskroken, SFB and Complete Security, acquired in 2019, that was paid at the time of acquisition was EUR 7,239 thousand. The contracts between NoHo Partners and Crea Diem AS include put and call options, due in 2023, for redeeming shares in non-controlling interests’ possession. The company has estimated that the probability of exercising the options is high. The shareholding of non-controlling interests, EUR 1,400 thousand, is presented as a contingent additional transaction price under liabilities. According to the contracts, the fair value of the companies will be determined in 2023. Of the transaction price for the acquisition of The Bird Mother ApS, acquired in 2018, a total of EUR 1,409 thousand was paid at the time of acquisition. The remainder of the transaction price will be determined according to the actual EBITDA for January–December 2022 and the multiplier stipulated by the acquisition agreement. The estimated earn-out amounts to EUR 670 thousand. The acquisitions generated a total of EUR 1,147.8 thousand in goodwill based on expected synergy benefits, establishment into new market areas and expected gains from combining the acquired restaurants with the Group’s other restaurant concepts and services. The acquisitions generated a total of EUR 767.2 thousand in fair value allocation in intangible rights. The depreciation of intangible assets related to acquisitions and the associated change in deferred taxes have been taken into account in the figures. The fair value of acquired receivables and the contractual gross amounts correspond to the carrying amounts of the receivables at the time of the acquisition. The tax-deductible goodwill amounts to EUR 504.8 thousand. 42 NoHo Partners Plc Business ID 1952494-7 Most significant acquisitions in the financial period Acquisition of Friends & Brgrs Ab Oy EUR 1,000 Friends & Brgrs Ab Oy Other acquisitions Total acquisitions Assets Intangible assets 1 861,0 0,0 1 861,0 Tangible assets 1 020,7 252,1 1 272,8 Investments 0,3 0,0 0,3 Non-current receivables 5,6 0,0 5,6 Current receivables 360,3 0,0 360,3 Inventories 81,1 0,0 81,1 Cash and cash equivalents 1 050,3 0,0 1 050,3 Assets in total 4 379,3 252,1 4 631,3 Liabilities Deferred tax liabilities 379,6 0,0 379,6 Financial liabilities 1 193,6 0,0 1 193,6 Other payables 1 579,5 0,0 1 579,5 Liabilities total 3 152,7 0,0 3 152,7 Net assets 1 226,6 252,1 1 478,6 EUR 1,000 Friends & Brgrs Ab Oy Other acquisitions Total acquisitions Total purchase consideration at time of acquisition: Share of purchase consideration consisting of cash and cash equivalents 3 636,9 1 451,7 5 088,6 Share of equity of the purchase consideration 754,7 0,0 754,7 Share of debt 2 717,1 13,4 2 730,5 Total purchase consideration in total 7 108,7 1 465,1 8 573,8 Generation of goodwill through acquisitions Total purchase consideration 7 108,7 1 465,1 8 573,8 Non-controlling interests 355,7 0,0 355,7 Net identifiable assets of the acquired entity 1 226,6 252,1 1 478,6 Goodwill 6 237,8 1 213,0 7 450,9 The acquisitions do not involve the material costs of external expert services. The fair value of acquired receivables and the contractual gross amounts correspond to the carrying amounts of the receivables at the time of the acquisition. The tax-deductible goodwill amounts to EUR 1,213.0 thousand. Total value of acquired assets and liabilities at the moment of transfer of control On 12 February 2020, the company announced the acquisition of Friends & Brgrs Ab Oy’s shares and a special share issue for cash. The shares were issued as part of the share transaction by which NoHo Partners acquired the majority of Friends & Brgrs Ab Oy’s shares from the current shareholders. In this share transaction, the transaction price for Friends & Brgrs Ab Oy’s founding shareholders was paid partly in cash and partly as the company’s shares issued for them in the special share issue. The non- controlling shareholders of Friends & Brgrs Ab Oy had the right to choose to have the transaction price paid either in cash or as new shares in the Company issued to them in the special share issue. A total of 144,983 new shares in the Company were subscribed for in the special share issue in accordance with the terms and conditions of the share purchase agreement. The subscription price per share was EUR 5.18. The subscription price of the shares was paid to the Company with apport property using the Friends & Brgrs Ab Oy shares. The Company had a justified financial reason for deviating from the shareholder's pre-emptive subscription right, since the special share issue enabled the realisation of the share transaction. According to the Board of Directors’ view, the share transaction supports the growth of the company and implementation of the strategy. The transaction was completed on 3 April 2020. NoHo Partners holds 71% of the shares of Friends & Brgrs Ab Oy. The remaining transaction price liability arising from the acquisition of Friends & Brgrs Ab Oy includes a share pledge to the sellers. 43 NoHo Partners Plc Business ID 1952494-7 IFRS 16 right-of-use assets of the acquired businesses EUR 1,000 Foreign operations Domestic operations Total acquisitions Acquisitions of subsidiaries and business operations 1 685,4 4 303,7 5 989,1 Effect of acquisitions EUR 1,000 Total acquisitions Impact on the Group’s profit for the period figures Turnover 9 837,8 Net income -1 450,0 Estimated effect if the acquisition were made at the beginning of the financial period Turnover 12 496,6 Net income -1 969,7 Group in total Events After the Reporting Period Total value of acquired assets and liabilities at the moment of transfer of control EUR 1,000 Restaurant Origo Assets Intangible assets 80,0 Tangible assets 130,0 Inventories 41,1 Assets in total 251,1 Liabilities Other payables 4,9 Liabilities total 4,9 Net assets 246,2 Total purchase consideration at time of acquisition: Share of purchase consideration consisting of cash and cash equivalents 636,2 Total purchase consideration in total 636,2 Generation of goodwill through acquisitions Total purchase consideration 636,2 Net identifiable assets of the acquired entity 246,2 Goodwill 390,0 IFRS 16 right-of-use assets of the acquired businesses EUR 1,000 Total acquisitions Restaurant Origo 589,6 The acquisitions generated a total of EUR 7,450.9 thousand in goodwill based on expected synergy benefits, establishment into new market areas and expected gains from combining the acquired restaurants with the Group’s other restaurant concepts and services. The acquisitions generated a total of EUR 1,861.0 thousand in fair value allocation in intangible rights. NoHo Partners Plc’s subsidiary Levin Ravintolakatu Oy purchased the business operations of a restaurant named Origo in Hanko on 3 January 2022. The depreciation of intangible assets related to acquisitions and the associated change in deferred taxes have been taken into account in the figures. 44 NoHo Partners Plc Business ID 1952494-7 3.2. Non-controlling interests Changes in interests 2021 Company in which a minority shareholding was purchased Acquisition date Acquired share New ownership interest Purchase price, EUR 1,000 Change in the share, EUR 1,000 Change in earnings, EUR 1,000 Poolmax Oy 5 Jan 2021 4 % 80 % 76,0 -40,8 -35,2 Skohan Oy 7 Jul 2021 25 % 100 % 0,6 474,1 -474,7 Suomen Siipiravintolat Oy 30 Sep 2021 5 % 75 % 400,0 -143,1 -256,9 Pihka Ravintolat Oy 30 Sep 2021 30 % 100 % 0,8 50,5 -51,3 NoHo Trøbbelskyter AS 30 Sep 2021 20 % 90 % 393,5 -395,3 1,8 Company in which a minority share was sold Sale date Shareholding sold New ownership interest Purchase price, EUR 1,000 Change in the share, EUR 1,000 Change in earnings, EUR 1,000 Mother of Pearl Oy 8 Jul 2021 1,0 % 70,0 % 0,0 0,0 0,0 Shinobi Group Oy 31 Oct 2021 5,0 % 70,0 % 0,1 0,0 0,0 Complete Security AS 26 Aug 2021 9,0 % 91,0 % 26,6 5,5 11,3 NoHo International Oy 9 Dec 2021 1,0 % 96,0 % 0,0 2,5 0,0 Changes in interests in 2020 Company in which a minority shareholding was purchased Acquisition date Acquired share New ownership interest Purchase price, EUR 1,000 Change in the share, EUR 1,000 Change in earnings, EUR 1,000 Nordic Gourmet Oy 1 Jun 2020 2,0 % 70,0 % 200,0 -27,2 -172,8 Nordic Gourmet Oy 11 Dec 2020 5,0 % 75,0 % 90,6 -61,0 -29,7 Mikonkadun keidas Oy 7 Sep 2020 10,0 % 100,0 % 0,3 76,1 -76,3 Somax Oy 1 Oct 2020 30,0 % 100,0 % 91,0 -16,1 -75,0 Priima-Ravintolat Oy 1 Oct 2020 18,4 % 100,0 % 275,6 -77,4 -198,2 Accounting principles The shares of non-controlling interests of subsidiaries’ income and equity are presented as separate items in the Group’s income statement, statement of comprehensive income, statement of changes in equity and balance sheet. Transactions completed with non-controlling interests that do not result in a loss of control are treated as transactions with shareholders. A change in holding results in the adjustment of carrying amounts between the holdings of the Group and non- controlling interests. The difference between the adjustment made to non-controlling interests’ holding and the paid or received consideration is recognised in earnings. The non-controlling interests in an acquired company are recognised at either fair value or the amount corresponding to the proportion of the non-controlling interests in the net identifiable assets of the company acquired. 45 NoHo Partners Plc Business ID 1952494-7 3.3. Sold business operations Business operations sold during the 2021 financial period Group’s shares in subsidiaries and businesses sold during the financial period Name Shareholding sold Location Date of control transfer Casseli Oy 57,5 % Tampere 1 May 2021 Business operations of restaurant London Pub - Tampere 30 July 2021 Ruoveden rantaravintola - Ruovesi 2 November 2021 1 000 € Goodwill 267,6 Intangible fixed assets 16,6 Property, plant and equipment 494,8 Other asset items 446,1 Non-controlling interests 212,0 Liabilities -699,6 Net assets, total 737,6 Business operations sold during the 2020 financial period Group’s shares in subsidiaries and businesses sold during the financial period Name Shareholding sold Location Date of control transfer Restaurant, Aleksanterinkatu 22 100 % Tampere 2 January 2020 Sisäsataman Terassi Oy 60 % Vaasa 15 January 2020 Restaurant, shopping centre Ainoa 100 % Espoo 1 June 2020 Restaurant, shopping centre Ideapark 100 % Lempäälä 30 June 2020 Lab Skøyen As 100 % Oslo 1 July 2020 1 000 € Goodwill 266,5 Property, plant and equipment 631,7 Other asset items 26,7 Non-controlling interests 9,7 Liabilities -411,9 Net assets, total 522,8 Losses on disposal of EUR 238,800 were recognised in the income statement. Gains on disposal totalling EUR 213.8 thousand were recognised in the income statement. An expense of EUR 138.7 thousand has been recognised in the income statement on the discounting of a trade receivable related to the sale of assets. Total value of the assets and liabilities sold at the moment of transfer of control Total value of the assets and liabilities sold at the moment of transfer of control 46 NoHo Partners Oyj Y-tunnus 1952494-7 4. Capital expenditure 4.1. Intangible assets 2021 Goodwill Intangible assets Total Acquisition cost 1 Jan. 135 344,9 75 768,1 211 113,0 Business combinations 1 147,9 769,9 1 917,8 0,0 103,3 103,3 -267,6 -264,2 -531,9 606,8 160,0 766,8 Transfers between items 438,6 0,0 438,6 137 270,5 76 537,0 213 807,5 Accumulated amortisation and impairment losses 1 Jan. -175,9 -31 158,8 -31 334,8 0,0 -170,0 -170,0 0,0 -4 800,0 -4 800,0 Accumulated amortisation and impairment losses 31 Dec. -175,9 -36 128,8 -36 304,8 137 094,5 40 408,2 177 502,7 Book value 1 Jan. 135 169,0 44 609,4 179 778,4 2020 Goodwill Intangible assets Total Acquisition cost 1 Jan. 129 007,4 73 312,7 202 320,1 Business combinations 7 450,9 1 861,0 9 311,9 Increase 0,0 745,3 745,3 Decrease and disposals -266,5 0,0 -266,5 -847,0 -249,7 -1 096,7 Transfers between items 0,0 98,8 98,8 Acquisition cost 31 Dec. 135 344,9 75 768,1 211 113,0 Accumulated amortisation and impairment losses 1 Jan. -175,9 -24 851,3 -25 027,2 Impairment 0,0 -98,8 -98,8 Depreciation 0,0 -6 208,7 -6 208,7 Accumulated amortisation and impairment losses 31 Dec. -175,9 -31 158,8 -31 334,7 Carrying amount 31 Dec. 135 169,0 44 609,4 179 778,4 Carrying amount 1 Jan. 128 831,6 48 461,4 177 292,9 Brands and name-use-rights included in intangible assets 2021 EUR 1,000 1 January Increase Decrease Depreciation 31 December Indefinite useful life 21 757,9 0,0 0,0 0,0 21 757,9 Depreciation over 3 years 75,4 0,0 0,0 -75,4 0,0 Depreciation over 4 years 1 227,6 0,0 0,0 -388,5 839,1 Depreciation over 5 years 4 564,5 294,5 0,0 -1 867,4 2 991,6 Depreciation over 6 years 10,7 0,0 0,0 -10,7 0,0 Depreciation over 10 years 6 000,0 472,7 0,0 -908,1 5 564,6 Depreciation over 15 years 5 226,6 0,0 0,0 -420,9 4 805,7 Total 38 862,7 767,2 0,0 -3 671,0 35 958,9 EUR 1,000 Translation differences Acquisition cost 31 Dec. Impairment Depreciation Carrying amount 31 Dec. EUR 1,000 Increase Decrease and disposals Translation differences 47 NoHo Partners Oyj Y-tunnus 1952494-7 2020 EUR 1,000 1 January Increase Decrease Depreciation 31 December Indefinite useful life 21 757,9 0,0 0,0 0,0 21 757,9 Depreciation over 3 years 240,3 0,0 0,0 -164,9 75,4 Depreciation over 4 years 107,8 1 477,6 0,0 -357,8 1 227,6 Depreciation over 5 years 6 754,5 0,0 0,0 -2 190,0 4 564,5 Depreciation over 6 years 142,9 0,0 0,0 -132,2 10,7 Depreciation over 10 years 6 869,3 0,0 0,0 -869,3 6 000,0 Depreciation over 15 years 5 647,5 0,0 0,0 -420,9 5 226,6 Total 41 520,2 1 477,6 0,0 -4 135,1 38 862,7 Accounting principles Goodwill Brands and name-use-rights Transferable rights relating to leases The Group's intangible assets mainly consist of goodwill generated from the combination of business operations as well as identified brands and other identifiable intangible assets, such as name-use-rights, non-competition and customer agreements and beneficial lease agreements. Goodwill generated from the combination of business operations is recorded at the amount by which the assigned purchase consideration, the share of non-controlling interests in the object acquired and the previously owned share combined exceed the fair value of the acquired net assets. Goodwill represents the payment made by the acquiring party in order to accrue future economic benefit that cannot be identified and recorded as separate asset items. Goodwill is not amortised. Instead, goodwill is tested for possible impairment each year. Goodwill is measured at its original acquisition cost less any impairment. Restaurant brands identified when combining business operations are recognised at their fair value at the time of the acquisition. The fair value of restaurant brands with a limited life is based on the estimated royalty level, and they are recorded on the balance sheet at the acquisition cost less the accrued depreciations and impairment losses. Brands with a limited life are depreciated over their estimated useful life as straight-line depreciations based on 3, 4, 5, 6, 10 or 15 years. The Group has six restaurants with a long tradition in Helsinki which it has protected with registrations. These are some of the most renowned restaurants in Finland: Kulosaaren Casino has been in operation since 1915, Savoy and Elite since the 1930s and Palace since the 1950s. In addition, Strindberg and Ravintola Teatteri have operated on Esplanadi for decades with their own, established concepts. All six restaurants have established an essential position in the Finnish restaurant culture and are expected to operate for so long that no depreciation time can be determined for them. These restaurants are considered to have an indefinite useful life because a depreciation time cannot be determined due to their established position. The Group has a legal right to the registrations, the registrations will be renewed and the costs due to the renewal are immaterial. The fair value of the restaurant brands with an indefinite useful life is based on the royalty level estimated by the management, and they are measured at the original acquisition cost less any impairment. Brands with an indefinite useful life are not depreciated; instead they are tested on a yearly basis similarly to goodwill. In connection with completed acquisitions, the Group has received the right to use the acquired companies’ names. As part of the purchase price allocation, the most significant name-use-rights have been assigned a value recognised under intangible assets. In Denmark, the leases of restaurant facilities involve transfer rights for which a value can be assigned in connection with an acquisition. These rights enable access to the leased premises, which is a commonly used practice in Denmark, and, if the Group desires, it is legally entitled to sell the transfer rights. These transfer rights are considered to have an indefinite useful life because they are valid indefinitely and the Group is entitled to sell them. The fair value of the transfer rights is based on the price level in the market, and the rights are recognised under intangible assets. Transfer rights with an indefinite useful life are not depreciated; instead they are tested on a yearly basis similarly to goodwill. 48 NoHo Partners Oyj Y-tunnus 1952494-7 Other intangible assets Non-competition, usually based on a non-competition clause for the selling party for a specific period Customer contracts based on existing customer contracts/customer relationships Beneficial lease agreements Brands and name-use-rights Non-competition (limited) Beneficial lease agreements Customer contracts Key estimates and judgements Intangible assets Impairment testing The impairment testing conducted on 30 June 2021 is described in NoHo Partners’ half-year report 2021. The Group tests goodwill annually in order to identify any impairment. Furthermore, the Group tracks internal and external indications of any impairment of goodwill. The COVID-19 pandemic has had a significant negative impact on the business operations of NoHo Partners. In June 2021, the Group updated its long-term financial targets for the strategy period 2022–2024. Impairment testing was carried out on 31 December 2021 using the book values and calculations of future cash amounts valid at the time. On 31 December 2021, the recoverable cash flow based on value-in-use calculations exceeded the book value by MEUR 30 (on 30 June 2021 by MEUR 36 and on 31 December 2020 by MEUR 20). The impairment tests on 31 December 2021, 30 June 2021 and 31 December 2020 did not indicate a need for impairment of goodwill or intangible rights with an indefinite useful life. The residual value, useful life and depreciation method of assets are reviewed, at a minimum, at the end of each financial period and, if necessary, adjusted to reflect the actual changes in expectations of economic benefit. The recording of depreciations is stopped when an intangible asset is classified as held for sale (or included in a disposal group classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. The Group's intangible assets mainly consist of goodwill generated from the combination of business operations as well as identified brands and other identifiable intangible assets, such as name-use-rights, non-competition and customer agreements and beneficial lease agreements. When combining business operations, the management conducts assessments concerning, for example, future cash flows from the acquired business, purchase price allocations, brand value and useful life, compliance with the conditions of brands with an indefinite useful life, and synergy benefits gained through acquisitions. The increase in the difference between the recoverable amount based on value in use and the carrying amount between the financial statements date of 31 December 2020 and the financial statements date of 31 December 2021 is due to the gradual lifting of restrictions during the reporting period and the significant increase in vaccination coverage, which is expected to have a significant impact on the number of infections and restrictions caused by the COVID-19 pandemic, which will have a positive impact on the Group’s business environment. The very quick recovery of the restaurant business when restrictions are lifted is an indication that this is a temporary market disruption and it has not had a significant impact on the Group’s long-term revenue generating expectations and cash flow. With the exception of the aforementioned brands with an indefinite useful life, the acquisition cost of intangible assets is recognised as a depreciation expense in the income statement based on the following estimated useful lives: Other intangible assets are only recognised when they are likely to result in future economic benefit to the company and their acquisition cost can be reliably determined. Other intangible assets with a limited useful life that have been identified during the combination of business operations are recorded separately from goodwill on the balance sheet if they fit the definition of an asset and can be itemised, or if they are created by agreements or legal rights and their fair value can be reliably determined. Fair value recognised in intangible assets has been determined for the following items, amongst others, in connection with acquisitions: 49 NoHo Partners Oyj Y-tunnus 1952494-7 EUR 1,000 2021 2020 137 094,5 135 169,0 Brands and name-use-rights 21 757,9 21 757,9 Non-competition agreements 120,0 120,0 2 736,1 2 736,1 Description of impairment testing and key assumptions Assumptions used in the calculation of utility value for each testing period EUR 1,000 2021 2020 Turnover growth, first three years, approximately 21,1 % 25,5 % Turnover growth, other years 0,0 % 0,0 % EBIT, %, first three years, approximately 10,8 % 7,8 % Terminal growth assumption 1,0 % 1,0 % Discount rate before taxes 8,5 % 8,1 % Key management-defined assumptions used in testing Growth of turnover EBIT Terminal growth assumption The terminal growth assumption is 1%. Discount rate The forecast cash flows are based on the capacity of the group of cash flow-generating units that the Group has had at the time of testing. Therefore, expansion investments have not been taken into account in the cash flow estimates. The Group's cash flow-generating units or groups thereof operate in the restaurant business. The expansion of the business into new areas would expand the capacity, and the related investments or resulting gains are not included in the calculations. The EBIT is based on estimates of a swift recovery of private consumption and gradual recovery of corporate and event market following the gradual phasing out of the COVID-19 pandemic restrictions and estimates of the realisation of the cost savings achieved by the company in the post- pandemic times. Due to the significant increase in vaccination coverage and the virus becoming milder, the Group expects the market to return to normal in 2022. A peer company analysis was utilised in determining the discount rate. Assumption The impairment calculations are based on cash flow predictions and estimates for gradual market recovery following the lifting of restrictions during the second quarter of 2022, drawn up by the Group Executive Team and approved by the Group Board of Directors during the COVID-19 pandemic. The length of the forecast period used for the impairment calculations is 4 years. Description The increased turnover for the upcoming years is based on the estimates defined for the review period on the swift recovery of private consumption and gradual recovery of the corporate and event market following the gradual phasing out of the COVID-19 pandemic restrictions. Due to the significant increase in vaccination coverage and the virus becoming milder, the Group expects the market to return to normal in 2022. In impairment testing, the book value of cash flow generating units containing goodwill and other intangible assets with indefinite useful life are compared with their recoverable amounts. The recoverable amount is the fair value of the group of cash- generating units less the costs of selling, or the utility value, whichever is higher. If the recoverable amount is lower than the book value entered on the balance sheet, the difference is recognised as an impairment loss that decreases income. For the impairment testing, the recoverable amount used has been the utility value calculated by means of the discounted cash flow (DCF) method. Goodwill Leases Goodwill increased during the financial period mainly as a result of the acquisition of the Allas Sea Pool restaurant business and Oslo AS. The Group’s goodwill, brands with an indefinite useful life, name-use-rights, non-competition agreements and leases 50 NoHo Partners Oyj Y-tunnus 1952494-7 Sensitivity analyses in impairment testing 2021 2020 Annual decrease in turnover 3,3 % 2,2 % EBIT, %, modified level, first three years, approximately 10,1 % 7,3 % Change in discount rate, percentage points 0,8 % 0,4 % Decrease of the terminal growth rate 0,9 % 0,5 % Accounting principles Impairment of intangible assets Key estimates and judgements No impairment losses have been recognised for any presented financial period based on completed impairment testing. On 31 December 2021, the recoverable cash flow based on value-in-use calculations exceeded the book value by more than MEUR 30. The management has prepared sensitivity analyses for essential factors and, based on the analyses, the recoverable amount equals the book value if the assumptions change one at a time: Maintaining the calculated levels of utility value after the markets have recovered requires that, in accordance with the company strategy, sales revenue and EBIT are kept at an acceptable level, competitiveness is maintained through the continuous monitoring of pricing and cost management as well as the development of new restaurant concepts. On each closing date, the Group evaluates whether there are signs of impairment in the value of an asset item. If these signs should appear, the recoverable amount for the asset item is estimated. Furthermore, recoverable amounts are estimated each year for the following asset items, regardless of whether there are signs of impairment: goodwill, intangible assets with an in definite useful life, and incomplete intangible assets. The need to recognise any impairment is examined on the level of the cash flow-generating unit or units; that is, the lowest level that is mostly independent of the other units and whose cash flow can be separated from the other cash flows. The recoverable amount is the fair value of the asset item less the costs of selling, or the utility value, whichever is higher. The utility value refers to the estimated deferred net cash flows that are available from the asset item or cash flow-generating unit, discounted to their present value. The discount rate is the rate before tax that presents the market's view of the value of money over time, and the special risks related to the asset item or cash flow-generating unit. The discount rate takes into account sector-specific factors. An impairment loss is recognised when the carrying amount of an asset item is greater than its recoverable amount. The impairment loss is immediately recognised in the income statement. The impairment loss of a cash-flow generating unit is primarily allocated to reduce the goodwill of the cash flow-generating unit and, secondly, it is used to impair the unit's other asset items on a pro rata basis. The useful life of a depreciable asset item is reassessed when an impairment loss is recognised. An impairment loss recorded for an asset item is reversed in case a change occurs in the estimates that have been used to determine the recoverable amount of the asset item. However, impairment loss is only reversed up to the carrying amount of the commodity without any impairment loss. Impairment loss for goodwill is not reversed under any circumstances. Drawing up calculations using the DCF model requires forecasts and assumptions, the most significant of which involve turnover growth, cost development, level of maintenance investments and changes in the discount rate. It is possible that the assumptions related to the cash flow forecasts are not realised, and the resulting impairments of goodwill or non-competition agreements may have a materially adverse effect on the income derived from the company's operations and on its financial position during the present review period and future review periods. In impairment testing, the recoverable amounts are estimated using assumptions related to budgets, forecasts and terminal periods. The sensitivity of the calculations is analysed with regard to changes in sales revenue growth, the development of operating costs, EBIT and the discount rate, amongst other things. Changes in these estimates or in the structure or number of the cash flow generating units or groups of units may lead to impairment in the fair values of assets or goodwill. 51 NoHo Partners Plc Business ID 1952494-7 4.2. Property, plant and equipment 2021 EUR 1,000 Land Buildings and structures Improvement costs of rental premises Machinery and equipment Advance payments and work in progress Total Acquisition cost 1 Jan. 156,0 3 730,0 77 219,4 49 887,6 695,3 131 688,3 Increase 0,0 0,0 5 966,9 4 221,5 0,0 10 188,4 Business combinations 0,0 0,0 483,3 234,6 0,0 717,9 Decrease and disposals 0,0 0,0 -146,1 -478,1 -140,3 -764,5 Translation differences 0,0 0,0 219,1 69,6 0,0 288,7 Acquisition cost 31 Dec. 156,0 3 730,0 83 742,6 53 935,2 555,0 142 118,8 Accumulated depreciation and impairment 1 January 0,0 -1 046,7 -50 527,1 -31 605,8 0,0 -83 179,6 Impairment 0,0 0,0 -1 684,0 -766,3 0,0 -2 450,3 Depreciation 0,0 -92,0 -5 895,6 -3 341,1 0,0 -9 328,7 31 December 0,0 -1 138,7 -58 106,6 -35 713,1 0,0 -94 958,4 Carrying amount 31 Dec. 156,0 2 591,3 25 636,0 18 222,1 555,0 47 160,4 Book value 1 Jan. 156,0 2 683,3 26 692,2 18 281,8 695,3 48 508,5 2020 EUR 1,000 Land Buildings and structures Improvement costs of rental premises Machinery and equipment Advance payments and work in progress Total Acquisition cost 1 Jan. 156,0 3 800,5 74 327,2 46 068,2 920,7 125 272,6 Increase 0,0 0,0 3 720,5 2 801,7 0,0 6 522,2 Business combinations 0,0 0,0 0,0 1 272,7 0,0 1 272,7 Decrease and disposals 0,0 -70,5 -453,0 -176,5 -225,4 -925,4 Translation differences 0,0 0,0 -281,0 -78,5 0,0 -359,5 Transfers between items 0,0 0,0 -94,3 0,0 0,0 -94,3 Acquisition cost 31 Dec. 156,0 3 730,0 77 219,4 49 887,6 695,3 131 688,3 Accumulated depreciation and impairment 1 January 0,0 -616,7 -40 789,6 -26 857,7 0,0 -68 264,1 Impairment 0,0 0,0 -867,4 -175,1 0,0 -1 042,5 Depreciation 0,0 -430,0 -8 870,1 -4 573,0 0,0 -13 873,1 31 December 0,0 -1 046,7 -50 527,1 -31 605,8 0,0 -83 179,6 Carrying amount 31 Dec. 156,0 2 683,3 26 692,2 18 281,8 695,3 48 508,5 Book value 1 Jan. 156,0 3 183,8 33 537,5 19 210,5 920,7 57 008,4 The result for the review period includes approximately MEUR 2.6 of non-recurring depreciation, amortisation and impairment comprised of discontinued units and units whose revenue generating capacity is expected to decline in the future as well as IFRS 16 impacts of expiring leases. The result for the review period includes approximately MEUR 6.5 of non-recurring depreciation, amortisation and impairment comprised of discontinued units and units whose revenue generating capacity is expected to decline in the future as well as IFRS 16 impacts of expiring leases. 52 NoHo Partners Plc Business ID 1952494-7 Accounting principles Estimated useful lives Years Machinery and equipment 3-15 Modification and renovation expenses for rental premises 3-15 Buildings 30 The accounting principles pertaining to leases are presented in Note 4.3. Impairment of tangible assets An impairment loss is recognised when the carrying amount of an asset item is greater than its recoverable amount. The impairment loss is immediately recognised in the income statement. The impairment loss of a cash-flow generating unit is primarily allocated to reduce the goodwill of the cash flow-generating unit and, secondly, it is used to impair the unit's other asset items on a pro rata basis. The useful life of a depreciable asset item is reassessed when an impairment loss is recognised. An impairment loss recorded for an asset item is reversed in case a change occurs in the estimates that have been used to determine the recoverable amount of the asset item. However, impairment loss is only reversed up to the carrying amount of the commodity without any impairment loss. Property, plant and equipment are measured at their original acquisition cost less accumulated depreciation and impairment. Property, plant and equipment are recognised on the balance sheet when they are likely to result in future economic benefit to the Group and the acquisition cost can be reliably determined. The original acquisition cost includes the immediate costs for the purchase. Expenditure accumulated later is only included in the carrying amount or recorded as a separate commodity if it is likely that the future economic benefit related to the commodity will be to the benefit of the Group and if the acquisition cost of the commodity can be reliably determined. Repair and maintenance costs are recorded through profit or loss for the period during which they were realised. If a fixed asset commodity consists of several parts with useful lives of different lengths, each part is processed as a separate commodity. As is typical for the sector, property, plant and equipment also include periodic modification and renovation costs of the rental premises of restaurants; these consist of the interior finishing work of rental premises, for example. The Group’s property, plant and equipment are depreciated over the estimated useful life of the commodity in question. Depreciation of property, plant and equipment is calculated as straight-line depreciation, where the acquisition cost is recognised as expense over the useful life. Land and water areas are not depreciated. The residual values of tangible assets and their useful lives are verified at least once per year on the closing date, and adjusted by impairment when necessary. On each closing date, the Group evaluates whether there are signs of impairment of an asset. If the carrying amount of an asset item is higher than its recoverable amount, the carrying amount of the asset item will be immediately lowered to match the recoverable amount. When property, plant and equipment are classified as held for sale in accordance with the IFRS 5 standard, the recording of depreciation is discontinued. The gains and losses from the sale of tangible assets are included in the income statement as other operating income or expenses. The profit or loss from a sale is determined by the difference between the sale price and the remaining acquisition cost. On each closing date, the Group evaluates whether there are signs of impairment in the value of an asset item. If these signs should appear, the recoverable amount for the asset item is estimated. The need to recognise any impairment is examined on the level of the cash flow-generating unit or units; that is, the lowest level that is mostly independent of the other units and whose cash flow can be separated from the other cash flows. The recoverable amount is the fair value of the asset item less the costs of selling, or the utility value, whichever is higher. The utility value refers to the estimated deferred net cash flows that are available from the asset item or cash flow-generating unit, discounted to their present value. The discount rate is the rate before tax that presents the market's view of the value of money over time, and the special risks related to the asset item or cash flow-generating unit. 53 NoHo Partners Oyj Y-tunnus 1952494-7 4.3. Lease agreements The Group has leased many of the restaurant and office premises that it uses and the equipment used at the premises. The Group’s leases categorised by underlying assets 2021 EUR 1,000 Land Buildings Machinery and equipment Total Acquisition cost 1 Jan. 2 310,4 202 368,3 4 211,8 208 890,5 Increase 0,0 14 091,3 0,0 14 091,3 Business combinations 0,0 7 379,9 0,0 7 379,9 Reassessments and modifications -24,2 19 498,7 2 574,8 22 049,3 Decrease -9,1 -316,0 0,0 -325,1 Translation differences 0,0 1 326,5 0,0 1 326,5 Acquisition cost 31 Dec. 2 277,1 244 348,7 6 786,6 253 412,3 Accumulated depreciation and impairment 1 January -624,5 -58 343,5 -1 898,2 -60 866,2 Impairment 0,0 -118,0 0,0 -118,0 Depreciation -269,1 -29 333,7 -585,7 -30 188,5 31 December -893,6 -87 795,2 -2 483,9 -91 172,7 Carrying amount 31 Dec. 1 383,5 156 553,5 4 302,7 162 239,7 Carrying amount 1 Jan. 1 685,9 144 024,8 2 313,6 148 024,4 2020 EUR 1,000 Land Buildings Machinery and equipment Total Acquisition cost 1 Jan. 2 269,1 182 682,2 4 258,5 189 209,9 35,5 20 181,0 0,0 20 216,6 Reassessments and modifications 5,7 2 690,6 -46,7 2 649,6 Decrease 0,0 -1 574,9 0,0 -1 574,9 Translation differences 0,0 -1 610,6 0,0 -1 610,6 Acquisition cost 31 Dec. 2 310,4 202 368,3 4 211,8 208 890,5 Accumulated depreciation and impairment 1 January -299,1 -28 683,2 -1 150,2 -30 132,5 Impairment 0,0 -555,2 0,0 -555,2 Depreciation -325,4 -29 105,1 -748,0 -30 178,5 31 December -624,5 -58 343,5 -1 898,2 -60 866,2 Carrying amount 31 Dec. 1 685,9 144 024,8 2 313,6 148 024,4 Carrying amount 1 Jan. 1 970,1 153 999,0 3 108,3 159 077,4 Liabilities for right-of-use assets EUR 1,000 2021 2020 Non-current 139 560,1 126 068,2 Current 29 400,2 27 121,6 Total 168 960,3 153 189,8 Increase During the review period, the Group’s rent concessions amounted to approximately MEUR 2.8. Most of the rent concessions concern international businesses. The Group has applied the practical expedient stipulated by the amendment to not treat rent concessions granted due to the COVID-19 pandemic as changes in leases under IFRS 16. Starting from the fourth quarter of 2021, the Group has applied a practical relief to equipment leases, in accordance with which the Group combines leases with similar characteristics in the portfolio. The Group regularly assesses the size and composition of the portfolio of equipment leases. The incremental borrowing rate applied to the changes in leases is 5.0%. 54 NoHo Partners Oyj Y-tunnus 1952494-7 Liabilities for right-of-use assets by category 2021 EUR 1,000 Land Buildings Machinery and equipment Total Lease liability 1 January 1 722,3 149 096,8 2 370,7 153 189,8 Net increases -33,3 40 653,9 2 574,8 43 195,3 Rent payments -307,7 -30 814,9 -698,6 -31 821,2 Rent concessions, COVID-19 0,0 -2 840,4 0,0 -2 840,4 Interest expenses 50,4 5 768,1 62,9 5 881,4 Translation differences 0,0 1 355,4 0,0 1 355,4 Lease liability 31 December 1 431,7 163 218,9 4 309,8 168 960,3 2020 EUR 1,000 Land Buildings Machinery and equipment Total Lease liability 1 January 1 985,9 156 156,6 3 156,8 161 299,3 Net increases 41,2 21 296,7 -46,7 21 291,4 Rent payments -363,1 -28 344,9 -808,9 -29 516,9 Rent concessions, COVID-19 0,0 -3 128,0 0,0 -3 128,0 Interest expenses 58,2 4 758,5 69,5 4 886,2 Translation differences 0,0 -1 642,1 0,0 -1 642,1 Lease liability 31 December 1 722,3 149 096,8 2 370,7 153 189,8 The maturity distribution of liabilities is presented in Note 5.6. The increases in right-of-use assets in the financial period were EUR 14,091.3 thousand (EUR 20,216.6 thousand). Lease items included in the income statement EUR 1,000 2021 2020 Depreciation of right-of-use assets Buildings 29 451,7 29 660,3 Land 269,1 325,4 Machinery and equipment 585,7 748,0 Total depreciation 30 306,5 30 733,7 Other items Interest expenses (in finance costs) 5 881,4 4 886,2 Expenses related to short-term leases (in other operating expenses) 357,6 90,3 2 448,9 1 588,6 2 128,5 1 582,0 Rent concessions, COVID-19 -2 840,4 -3 128,0 Items included in the income statement in total 38 282,5 35 752,9 The Group as a lessor Lease income received by the Group pursuant to other non-cancellable leases EUR 1,000 2021 2020 In one year 745,6 688,8 In more than one year and up to 5 years 1 463,6 2 156,1 In more than 5 years 67,2 604,0 Total 2 276,4 3 448,9 The total outflow of cash arising from leases in 2021 amounted to EUR 31,821.2 (29,516.9) thousand. Expenses related to leases for underlying assets of low value, which are not included in the previous item (in other operating expenses) Expenses related to variable rents not included in lease liabilities (in other operating expenses) 55 NoHo Partners Oyj Y-tunnus 1952494-7 Accounting principles The Group as a lessee Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: Amounts expected to be payable by the Group under residual value guarantees Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. The liability also includes leases based on extension options that are relatively certain to be exercised. Right-of-use assets at cost The amount of the initial measurement of lease liability Any lease payments made at or before the commencement date less any lease incentives received Any initial direct costs Restoration costs The company will use the lessee’s incremental borrowing rate of interest to define the discount rate of future lease payments. The management has estimated the incremental borrowing rate in accordance with what the interest rate would be if the asset were obtained with outside financing. The incremental borrowing rate has been specified separately for each asset, considering the risk-free interest rate, lease term, economic environment and underlying asset. The incremental borrowing rate will be re-assessed for each new lease and the changing situations specified in the standard. The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance cost. The finance cost is recognised through profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The exercise price of a purchase option if the Group is reasonably certain to exercise that option Fixed payments (including in-substance fixed payments), less any lease incentives receivable Variable lease payments that are based on an index or a rate and which are initially measured using the index or rate at the time of signing the agreement The Group has leased many of the restaurant and office premises that it uses. The terms of the leases vary from short leases of less than one year to long leases of more than ten years. The agreements are either fixed leases with an index condition or turnover-based. Some of the lease agreements are valid until further notice, with notice periods ranging from one to six months. Agreements can include lease components and non-lease components. The contractual consideration is allocated to the lease component and non-lease components based on their relative stand-alone prices. However, the Group has decided not to separate the components for leases pertaining to properties in which the Group is the lessee. They are treated as individual lease components in the Group’s accounting. The terms of lease agreements are negotiated on a case-by-case basis, and they include a large number of various terms. The leases do not include covenants other than the lessee’s security deposit interest related to the leased assets. Leased assets cannot be used as security for loans. The lease term of the lease of an individual restaurant operating on leased premises determines the lease term lengths of any underlying assets on said premises that are based on a basic non-fixed-term lease or a shorter lease. For example, if the lease term of restaurant premises is 4 years, the lease term of beverage taps based on a non-fixed-term lease or a shorter lease is also specified to be 4 years. 56 NoHo Partners Oyj Y-tunnus 1952494-7 Rent concessions and practical expedients for handling equipment are discussed at the beginning of this note. The Group as a lessor Key estimates and judgements The Group’s leases often include the option to extend the lease term. The management has made an estimate of the utilisation of the extension options, and some extension options will not be utilised for business and financial reasons. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low- value assets comprise IT equipment and small items of office furniture. The management has estimated the amount of restoration costs in any leases that include provisions regarding restoration requirements. The restoration costs entered in a right-of-use asset are based on estimates, the specific amount of which cannot be known in advance, and their scale has been estimated based on previously realised restoration costs. Restoration costs have primarily consisted of dismantling commercial premises or similar. Restoration costs will be recognised in a right-of- use asset and provisions by discounting them with risk-free interest. The management makes estimates concerning, among others, the leases to be included in the arrangement, size of low- value contracts, utilisation of lease extension options and the incremental borrowing rate. Commodities leased out are included in property, plant and equipment on the balance sheet. They are depreciated over their useful life, similarly to property, plant and equipment used by the Group for similar purposes. Lease income is recorded into the income statement as annuities over the lease term. The Group is not a lessor in any finance leases. The Group re- leases certain of its premises, which constitute the majority of the Group's rental income. 57 NoHo Partners Plc Business ID 1952494-7 4.4. Shares in associated companies and joint ventures 2021 2020 Book value 1 Jan. 39 212,3 39 368,0 Increase 0,6 100,3 Transfers between account types -241,2 -0,9 Dividend received from associated company -627,5 -752,1 Write-off of shares -1,0 -27,2 Decrease -6 350,7 0,0 Reclassifications to non-current assets held for sale -32 223,5 0,0 Share of profit for the financial period 465,6 889,8 Amortisation of intangible rights, taking the tax effect into account -189,8 -365,6 Carrying amount 31 Dec. 44,9 39 212,3 Repa Service Oy is an associated company of the Group starting from 29 January 2021. Cholo Oy was declared bankrupt as of 9 July 2021. 2021 2020 Unamortised goodwill in the associated company 44 032,7 44 032,7 Intangible rights in the associated company 723,9 1 181,1 Amortisation of intangible assets -237,5 -457,2 Decrease -44 519,0 0,0 Total 0,0 44 756,5 Financial information on associated companies 2021 Non-current Current Non- current Current Turnover Profit / loss Ownership interest 117,3 153,3 37,5 29,3 314,4 88,5 33,3 % Repa Service Oy 0,0 87,0 0,0 80,4 186,8 6,7 33,0 % Total 117,3 240,4 37,5 109,7 501,3 95,1 2020 EUR 1,000 Non-current Current Non- current Current Turnover Profit / loss Ownership interest Eezy Plc 166 840,5 36 298,5 57 198,0 42 542,0 190 637,0 3 195,3 30,3 % 128,6 51,9 43,6 23,7 285,1 33,4 33,3 % Øslo As 688,9 475,3 219,7 346,2 2 040,2 218,0 35,3 % Cholo Oy 242,6 66,1 204,1 595,7 761,3 -398,5 49,0 % Total 167 900,6 36 891,8 57 665,3 43 507,6 193 723,6 3 048,2 Accounting principles EUR 1,000 EUR 1,000 On 1 October 2021, the Group acquired control of the Norwegian company Oslo AS, previously an associated company of the Group. Before the acquisition, the Group’s holding was 37.1 per cent. In connection with the acquisition, the previous holding was measured at fair value and the difference of EUR 246.2 thousand was recognised in other operating income. Assets Liabilities Drammen Torggata Camping As Assets Liabilities Drammen Torggata Camping As EUR 1,000 The accounting principles for associated companies are presented in Note 1.6. On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group classified its shareholding in Eezy Plc as an asset held for sale. The accounting principles for assets held for sale are presented in Note 1.7. On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group classified its shareholding in Eezy Plc as an asset held for sale. 58 NoHo Partners Plc Business ID 1952494-7 4.5. Inventories 2021 2020 Restaurant goods inventory 5 008,9 3 690,3 Accounting principles 4.6. Receivables 2021 2020 Non-current receivables Loan receivables 566,1 125,0 Other receivables 2 685,9 2 921,9 Non-current receivables total 3 252,0 3 046,9 Current receivables Trade receivables 7 788,6 6 116,9 Other receivables 2 080,9 2 070,9 Accrued income 5 240,7 4 717,3 Loan receivables 757,3 296,4 Income tax receivables 1 083,8 635,1 Current receivables total 16 951,3 13 836,6 Ageing of trade receivables EUR 1,000 2021 2020 Not due 6 264,6 4 476,3 Less than 3 months past due 801,7 867,7 More than 3 months past due 722,3 772,9 7 788,6 6 116,9 Accounting principles The most significant accrued income items consist of pension insurance, income tax, discount amortisation and advance items. EUR 1,000 The carrying amounts of trade receivables and other receivables correspond to their fair value. The balance sheet values correspond to the best estimate of the monetary amount that is the maximum credit risk if the counterparties cannot fulfil their obligations related to the receivables. The fair values of receivables are presented in Note 5.3. Total In the reporting period, an expense of EUR 47,595.1 thousand (EUR 43,896.7 thousand) was recognised in the income statement for materials and supplies and for changes in inventories. EUR 1,000 Inventories are measured according to their acquisition cost or their net realisable value, whichever is lower. Acquisition cost is determined using a weighted average price method. Acquisition cost includes the immediate expenses for the purchase less value added tax. The net realisable value is the estimated selling price that can be achieved during ordinary course of business less the costs of selling. Inventories include ingredients for restaurant food as well as alcohol and tobacco products. The accounting principles for sales are presented in Note 2.1. Trade receivables are recorded in the books at the amount of the original sale. The principles of credit risk management are described in Note 5.9. The Group applies the simplified model allowed by IFRS 9 to recognise impairment of trade receivables using a provision matrix. In addition, impairment is recognised if there is other evidence of the debtor’s insolvency, bankruptcy or liquidation. Impairment is recognised as an expense in other operating expenses. If an item previously recognised as an expense is subsequently settled, it is recognised as a decrease in other operating expenses. 59 NoHo Partners Plc Business ID 1952494-7 4.7. Income tax, trade and other payables EUR 1,000 2021 2020 Income tax liabilities Tax based on the taxable income for the financial period 2 328,7 1 332,5 Non-current Advances received 60,0 43,2 Other non-interest-bearing debt 3 568,9 3 645,2 Non-current trade and other payables total 3 628,9 3 688,4 Current Trade payables 21 454,9 12 587,4 Advances received 587,6 403,5 Accruals and deferred income Wage and salary liabilities 5 399,9 2 069,2 Holiday pay liabilities 7 006,1 6 803,8 Social security costs 1 588,3 579,7 Other accruals and deferred income 9 332,1 5 545,6 Other payables 4 532,3 5 460,5 Current trade and other payables total 49 901,2 33 449,7 Accounting principles 4.8. Provisions EUR 1,000 2021 2020 Value at the beginning of the financial period 356,4 0,0 Increase 50,0 356,4 Provisions used -356,4 0,0 Value at the end of the financial period 50,0 356,4 Current portion 50,0 356,4 Accounting principles A provision is recorded when the Group has a judicial and constructive obligation for payment on the basis of a past event, the realisation of the obligation is probable and the size of the obligation can be reliably estimated. The provisions mainly include termination costs for closed sites. The provisions for the comparison year mainly included termination costs incurred as a result of the co-operation negotiations. Trade payables arise when acquiring inventories, fixed assets and goods and services from the Group's suppliers. Trade payables are classified as current liabilities. Trade payables are initially recorded at fair value and subsequently measured at amortised acquisition cost. The book value of trade payables is considered to correspond to their fair value due to their short maturity. The fair values of trade payables and other liabilities are presented in Note 5.3. The most significant items in accrued expenses consist of the periodic accrual of purchase invoices. 60 NoHo Partners Plc Business ID 1952494-7 5. Capital structure and risk management 5.1. Capital management The development of the Group’s capital structure is monitored by using the gearing ratio as the indicator. Consolidated gearing ratios EUR 1,000 2021 2020 Liabilities 159 650,1 167 668,5 Receivables -1 323,4 -1 114,1 Cash and cash equivalents -6 410,5 -3 122,9 Net debt excluding the impact of IFRS 16 151 916,2 163 431,5 Liabilities for right-of-use assets 168 960,3 153 189,8 Net debt 320 876,5 316 621,3 Equity excluding the impact of IFRS 16 74 793,5 85 110,1 Equity 69 388,9 80 977,4 Gearing ratio excluding the impact of IFRS 16 203,1 % 192,0 % Gearing ratio 462,4 % 391,0 % The aim of the Group's capital management (equity vs. credit capital) is to establish an optimal capital structure that can support business operations by ensuring normal operational prerequisites, and to increase shareholder value in the long term. The capital structure can be mainly affected by means of dividend distribution, subordinated loans and share issues. The Group can also decide to sell its assets in order to reduce its liabilities. The managed capital is the equity indicated in the consolidated balance sheet. An optimal capital structure also reduces capital costs. 61 NoHo Partners Plc Business ID 1952494-7 5.2. Net debt reconciliation calculation EUR 1,000 2021 2020 Non-current financial liabilities 113 236,1 94 111,6 Current financial liabilities 46 414,0 73 556,9 Liabilities for right-of-use assets 168 960,3 153 189,8 Non-current other receivables -1 323,4 -1 114,1 Cash and cash equivalents -6 410,5 -3 122,9 Interest-bearing net financial liabilities total 320 876,5 316 621,3 2021 EUR 1,000 Cash and cash equivalents Receivables Current Non-current Right-of-use assets Total -3 122,9 -1 114,1 73 556,9 94 111,6 153 189,8 316 621,3 Cash flow -3 287,6 -167,6 -4 662,5 -5 093,8 -25 939,7 -39 151,2 -23 133,2 23 133,2 0,0 Increase 43 195,3 43 195,3 Decrease -2 840,4 -2 840,4 -41,7 652,8 1 085,1 1 355,3 3 051,5 Net debt, Group 31 Dec. -6 410,5 -1 323,4 46 414,0 113 236,1 168 960,3 320 876,5 2020 EUR 1,000 Cash and cash equivalents Receivables Current Non-current Right-of-use assets Total -3 618,1 -1 435,9 37 732,5 72 712,9 161 299,3 266 690,7 Cash flow 495,2 297,0 13 564,9 41 545,5 -29 516,9 26 385,7 22 259,5 -22 259,5 0,0 Increase -13,3 21 291,4 21 278,1 Decrease -3 128,0 -3 128,0 38,1 2 112,7 3 244,0 5 394,8 Net debt, Group 31 Dec. -3 122,9 -1 114,1 73 556,9 94 111,6 153 189,8 316 621,3 Net financial liabilities 1 Jan. Other changes not involving payment Reclassification of current part of non- current liabilities Reclassification of current part of non- current liabilities LiabilitiesReceivables Receivables Liabilities Net financial liabilities 1 Jan. Other changes not involving payment 62 NoHo Partners Plc Business ID 1952494-7 5.3. Classification and fair values of financial assets and liabilities Amortised acquisition cost Measured at fair value through other comprehensive income Fair value through profit or loss All other debt and equity investments are measured after their initial recognition at fair value through profit or loss (FVTPL). 2021 Fair value through profit or loss Amortised acquisition cost Fair value Non-current financial assets Other investments 261,9 261,9 Loan receivables 566,1 566,1 Other receivables 2 685,9 2 685,9 Non-current financial assets total 261,9 3 252,0 3 513,9 Current financial assets Loan receivables 757,3 757,3 Trade and other receivables 16 194,0 16 194,0 Cash and cash equivalents 6 410,5 6 410,5 Current financial assets total 23 361,8 23 361,8 Carrying amount total 261,9 26 613,8 26 875,7 Financial liabilities 113 236,1 113 236,1 Liabilities for right-of-use assets 139 560,1 139 560,1 Trade and other payables 3 628,9 3 628,9 Non-current financial liabilities total 256 425,1 256 425,1 Current financial liabilities Financial liabilities 46 414,0 46 414,0 Liabilities for right-of-use assets 29 400,2 29 400,2 Trade and other payables 49 901,2 49 901,2 Current financial liabilities total 125 715,4 125 715,4 Carrying amount total 382 140,5 382 140,5 Financial assets must be measured, after their initial recognition, at amortised acquisition cost or fair value based on the company’s business model in terms of managing financial assets and on the characteristics of contractual cash flows relating to the financial assets. Financial instruments, which are held within a business model whose objective is collecting contractual cash flows and whose contractual cash flows are solely payments of principal and interest on the principal amount outstanding, are measured at the amortised acquisition cost after the initial recognition. Financial instruments, which are held within a business model whose objective is reached through collecting contractual cash flows and selling debt instruments and whose cash flows are solely payments of principal and interest on the principal amount outstanding, are measured, after their initial recognition, at fair value through other comprehensive income (FVTOCI). Non-current financial liabilities EUR 1,000 63 NoHo Partners Plc Business ID 1952494-7 2020 Fair value through profit or loss Amortised acquisition cost Fair value Non-current financial assets Other investments 137,9 137,9 Loan receivables 125,0 125,0 Other receivables 2 921,9 2 921,9 Non-current financial assets total 137,9 3 046,9 3 184,8 Current financial assets Loan receivables 296,4 296,4 Sales receivables and other receivables 13 540,2 13 540,2 Cash and cash equivalents 3 122,9 3 122,9 Current financial assets total 16 959,5 16 959,5 Carrying amount total 137,9 20 006,4 20 144,3 Non-current financial liabilities Financial liabilities 94 111,6 94 111,6 Liabilities for right-of-use assets 126 068,2 126 068,2 Trade and other payables 3 688,4 3 688,4 Non-current financial liabilities total 223 868,2 223 868,2 Current financial liabilities Financial liabilities 73 556,9 73 556,9 Liabilities for right-of-use assets 27 121,6 27 121,6 Trade and other payables 34 782,2 34 782,2 Current financial liabilities total 135 460,7 135 460,7 Carrying amount total 359 328,9 359 328,9 Financial assets measured at fair value through profit or loss Trade and other receivables and interest-bearing receivables Financial liabilities, trade payables and other liabilities EUR 1,000 The amortised acquisition cost of trade and other payables corresponds to their fair value because the effects of discounting are not relevant when considering the maturity of the receivables. The amortised acquisition cost of the receivables corresponds to their fair value because the effects of discounting are not relevant when considering the maturity of the receivables. When determining the fair values for the financial assets and liabilities presented in the table, the following price quotations, assumptions and measurement models were used: Financial assets measured at fair value through profit or loss mainly comprise Finnish holdings and Finnish unquoted shares. Unquoted share investments are measured at fair value. Financial assets measured at fair value are either sellable on the secondary market or their measurement uses the bid price on the counterparty's closing date or other public information. The Group exercises judgement in choosing the measurement method to apply and the assumptions used in measurement based on prevailing market practices and circumstances. 64 NoHo Partners Plc Business ID 1952494-7 Fair value hierarchy for financial assets measured at fair value Hierarchy levels Level 1 Level 2 Level 3 Accounting principles Financial assets The fair values are based on the quoted prices of similar asset items or liabilities on the market. The fair values of the instruments are based on input data concerning the asset item or liability that is not based on verifiable market data; instead, they are largely based on the management's estimates and their use in generally accepted measurement models. The fair values for the instruments are based on significantly different input information than the quoted prices at level 1, but they are, nevertheless, based on information (i.e. prices) or indirect information (i.e. derived from prices). In determining the fair value of these instruments, the Group uses generally accepted measurement models whose input information is largely based on verifiable market data. If a balance sheet item is not measured at fair value, the following fair value measurement methods are used: the fair value of non-current interest-bearing liabilities, including their current portion, is based primarily on quotes obtained from third-party pricing services (Level 2). The fair value of other assets and liabilities, including loan assets and liabilities, is primarily based on discounted cash flow analysis (Level 2). The fair value of current assets and liabilities is estimated to correspond to their carrying amount due to the low credit risk and short maturity. There were no transfers between the fair value hierarchy levels 1, 2 and 3 during the financial period. The Group's financial assets are classified into the following groups according to the IFRS 9 standard: financial assets recognised at amortised acquisition cost, financial assets recognised at fair value through other comprehensive income and financial assets recognised at fair value through profit or loss. The classification is performed on the basis of the purpose of the acquisition of the financial assets, and they are classified during their original acquisition. An item belonging to financial assets is derecognised when the Group waives its contractual rights to the item, the rights are dissolved or the Group loses control of the item. Financial assets recognised at amortised acquisition cost include financial assets which the company intends to retain until the end of the contract and whose cash flow is generated from payments of principal and interest income. Loans and other receivables are non-derivative financial assets that are generated by handing over goods, services or money to the debtor. Loans and receivables are not quoted on the marketplace, and the payments related to them are either fixed or they can be determined. Their measurement basis is the amortised acquisition cost using the effective interest method. On the balance sheet, they are included in the trade and other receivables group as current or non-current assets according to their nature; they are non-current if they fall due after more than 12 months. Financial assets recognised at fair value through other comprehensive income include debt instruments for which the company intends to collect contractual cash flows and sell them. The financial assets in this group are non-derivative assets that have been expressly classified into this group or that have not been classified into any others. They are non-current assets, unless the intention is to retain them for less than 12 months after the closing date; in this case, they are included in current assets. The group’s financial assets may comprise shares and holdings. They are measured at fair value or, if fair value cannot be reliably determined, at their acquisition cost. Changes in the fair value of financial assets are recorded as equity in the fair value reserve under other comprehensive income taking into account the tax effects. Accumulated changes in fair value are moved from equity into the income statement when the investment is sold or whenever its value has degraded such that an impairment loss must be recognised for the investment. Financial assets recognised at fair value through profit or loss include those financial assets that do not meet the criteria for other groups. The group of financial assets recognised at fair value through profit or loss includes financial assets that have been acquired to be held for trading, such as derivatives and interest funds, or that are classified to be recognised at fair value through profit or loss during their original recognition. Unrealised and realised gains and losses resulting from changes in fair value are recognised in the income statement for the financial period during which they are generated. Transaction expenses are included in the original carrying amount of the financial assets mentioned above whenever the item is not measured at fair value. All purchases and sales of financial assets are entered on their trade date, which is the date when the Group commits to purchasing or selling the asset item. 65 NoHo Partners Plc Business ID 1952494-7 Financial liabilities Impairment of financial assets Cash and cash equivalents Cash and cash equivalents consist of cash money, money on bank accounts, bank deposits that may be withdrawn upon request, as well as other current and highly liquid investments that can be easily converted into a predetermined cash amount and that carry a low risk of value changes. Items classified as cash and cash equivalent have at most three months' maturity from the date of acquisition. Cash and cash equivalents are recorded at amortised acquisition cost on the balance sheet. According to IFRS 9 standard, the Group's financial liabilities are included in the financial liabilities measured at amortised acquisition cost; they consist of loans from financial institutions, trade payables and other financial liabilities. Financial liabilities are initially recognised at fair value. Transaction expenses are included in the original carrying amount of the financial liabilities. Later, all financial liabilities are measured at amortised acquisition cost using the effective interest method. Financial liabilities are included in both the non-current and current liabilities. On each closing date, the Group estimates whether objective evidence exists of the impairment of an individual financial asset or a group thereof. If the fair value of share investments has fallen substantially below their acquisition cost for a period defined by the Group, this is considered evidence of impairment of the share in question. If evidence of impairment exists, the loss accumulated in the fair value reserve is moved to the income statement. The impairment loss of equity convertible investments classified in the group of financial assets recognised at fair value through other comprehensive income is not reversed by means of the income statement, whereas a later reversal of an impairment loss that involves interest instruments is recognised through profit or loss. The Group has applied an impairment model according to IFRS 9, where impairment is recognised based on expected credit losses. The Group implemented the simplified model enabled by the standard and applies the provision matrix. 66 NoHo Partners Plc Business ID 1952494-7 5.4. Other investments Financial assets measured at fair value through profit or loss EUR 1,000 2021 2020 137,9 194,5 Additions 4,5 0,3 119,5 -56,9 Value at the end of the financial period 261,9 137,9 5.5. Cash and cash equivalents EUR 1,000 2021 2020 Cash and bank accounts 6 410,5 3 122,9 5.6. Financial liabilities During the review period, the Group extended its commercial paper programme at the amount of MEUR 4.0 until March 2022. The next covenant review will take place on 30 June 2022. Financial assets measured at fair value through profit or loss are non-current and they comprise unquoted EUR-denominated shares and holdings measured at fair value. Transfers between items Value at the beginning of the financial period The debt of EUR 10 million agreed with Finnish Industry Investment Ltd (Tesi) with a right to conversion is unsecured. The annual interest on the debt is 10 per cent. Interest will fall due on the due date together with the principal. It is possible to repay the debt partly or in full before the due date. Tesi has the right, but not the obligation, to convert the debt and its interests partly or in full into a maximum of 2,400,000 NoHo Partners Plc’s new shares in one or more instalments at any time after the due date. In a conversion situation, the conversion price per share is the average share price in Nasdaq Helsinki weighted with trading volumes of the previous three months before the conversion grounds. The fair values of financial assets measured at fair value through other comprehensive income are presented in Note 5.3. No financial assets have fallen due. No impairment has been recognised on financial assets. There are no significant credit risk concentrations associated with cash and cash equivalents. The balance sheet values correspond to the best estimate of the monetary amount that is the maximum credit risk if the counterparties cannot fulfil their obligations related to the receivables. The implementation of NoHo Partners’ strategy and the financing of its business growth is partly dependent on outside financing. The company continuously strives to assess and monitor the amount of financing required for business in order to have sufficient liquidity to finance operations and repay maturing loans. Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as the availability, price and other terms and conditions of financing. Changes in the availability of equity and credit capital financing and in the terms and conditions of available financing may affect the company’s ability to invest in business development and growth in the future. The COVID-19 pandemic has had a significant negative impact on the business operations and liquidity of NoHo Partners. The company and its main financiers negotiated a financing package, signed on 15 February 2021, in which the bridge financing, which was negotiated at the beginning of the COVID-19 pandemic, and the current financiers’ existing loans were combined into one long-term financing package. The financing package consists of a five-year programme in which loan instalments were MEUR 12 during the financial period and will be approximately MEUR 22 during the 2022 financial period. The purpose of the financing package negotiated is to secure the company’s long-term financing position and enable implementing the reconstruction programme after the COVID-19 pandemic. In addition to the new financing programme, the due date of the convertible loan of MEUR 10 Finnish Industry Investment Ltd (Tesi) granted in spring 2020 was moved to May 2022. 67 NoHo Partners Plc Business ID 1952494-7 2021 2020 Non-current financial liabilities measured at amortised acquisition cost Loans from financial institutions, non-current proportion 113 236,1 93 882,2 Subordinated loans 0,0 229,4 Liabilities for right-of-use assets 139 560,1 126 068,2 Total 252 796,2 220 179,8 Current financial liabilities measured at amortised acquisition cost Loans from financial institutions, current proportion 46 414,0 73 556,9 Liabilities for right-of-use assets 29 400,2 27 121,6 Total 75 814,2 100 678,5 The Group’s assets serve as security for loans from financial institutions, Note 5.7. EUR 1,000 2021 2020 Less than 1 year Q1 6 311,5 664,9 Less than 1 year Q2 18 349,1 44 769,5 Less than 1 year Q3 6 898,9 2 443,0 Less than 1 year Q4 9 084,8 16 684,2 1 to less than 2 years 25 273,0 12 945,1 2 to 5 years 87 098,2 80 272,4 More than 5 years 864,9 894,1 Total 153 880,3 158 673,1 Account limits in use * 5 769,8 8 995,4 Total 159 650,1 167 668,5 The Group's loans from financial institutions mainly have a variable interest rate, and the loans are priced every 1–6 months. Maturity distribution of interest on financial liabilities 2021 EUR 1,000 Less than 1 year 1 to less than 2 years 2–5 years More than 5 years Interest on financial liabilities 4 561,0 3 534,5 7 354,3 197,1 2020 EUR 1,000 Less than 1 year 1 to less than 2 years 2–5 years More than 5 years Interest on financial liabilities 3 635,7 2 062,1 3 612,7 197,8 During the standstill agreement that is currently in effect, the Group has made interest payments on loans in accordance with the normal terms of the financing agreement. Interest on the loan from Finnish Industry Investment Ltd will be capitalised. * The account limits in use are in effect indefinitely and no due date has been specified for them. The account limits are classified as current liabilities. Maturity of non-current interest-bearing financial liabilities, excluding liabilities for right-of-use assets EUR 1,000 68 NoHo Partners Plc Business ID 1952494-7 Trade payables and liabilities for right-of-use assets, maturity distribution 2021 EUR 1,000 Transaction price liabilities Trade payables Liabilities for right-of- use assets Total Less than 1 year 251,4 21 453,7 35 750,4 57 455,5 1 to less than 2 years 671,7 0,0 33 620,3 34 292,0 2 to 5 years 1 399,8 0,0 72 841,1 74 240,9 More than 5 years 0,0 0,0 55 463,5 55 463,5 Total repayments 2 322,9 21 453,7 197 675,3 221 451,9 Discounted balance sheet value 2 076,5 21 453,7 168 960,3 192 490,5 2020 EUR 1,000 Transaction price liabilities Trade payables Liabilities for right-of- use assets Total Less than 1 year 3 496,6 12 285,8 31 915,2 47 697,6 1 to less than 2 years 701,3 0,0 29 486,1 30 187,4 2 to 5 years 1 447,8 0,0 62 616,9 64 064,7 More than 5 years 0,0 0,0 59 189,6 59 189,6 Undiscounted value, total 5 645,7 12 285,8 183 207,8 201 139,3 Discounted balance sheet value 5 645,7 12 285,8 153 189,8 171 121,3 The Group does not have material extended debt repayment periods in effect. NoHo Partners aims to ensure adequate financial assets to meet its business and financing needs. When the COVID-19 pandemic hit, the Group shifted from profit-oriented decision-making to cash flow-oriented decision-making. As the COVID-19 pandemic eases and the market reopens, the Group is gradually returning from cash flow-oriented decision-making to profit- oriented decision-making. The Group’s financing needs will be covered by optimising working capital and through external financing arrangements to ensure that the Group has sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk are centralised in the Group’s finance department, where the sufficiency of financing is managed based on rolling forecasts. The COVID-19 pandemic and the restrictions introduced by governments have had a significant impact on consumer behaviour. Compared to the demand shock caused by the first wave of the COVID-19 pandemic in spring 2020, the Group’s management expects that the current situation will not involve a similar change in consumer behaviour that would cause an unexpected liquidity risk due to negative working capital becoming payable. However, unexpected legislative amendments, such as the temporary implementation of the Emergency Powers Act and lockdown, might have a negative effect on the company’s liquidity. According to the present view of the Group’s management, the Group’s current financing arrangements together with the cumulative cash flow of operations as well as existing liquid assets and available limits cover the Group’s working capital requirements for the next 12 months, in spite of the potential prolongation of the uncertain market situation caused by the COVID-19 pandemic, assuming the government does not significantly restrict the Group’s abilities to carry out its restaurant operations as described in Note 1.4 under “Going concern assumption”. On 31 December 2021, the Group’s cash and cash equivalents totalled MEUR 6.4 and the unwithdrawn loan and account limits available to the Group amounted to MEUR 7.1. In addition, on 31 December 2021, the Group owned 5,864,745 shares in the listed company Eezy Plc, corresponding to a holding of 23.4 per cent. At the closing share price on 31 December 2021, the market value of this shareholding exceeded MEUR 35. 69 NoHo Partners Plc Business ID 1952494-7 5.7. Contingent Liabilities and Assets and Commitments EUR 1,000 2021 2020 Liabilities with guarantees included on the balance sheet Loans from financial institutions, non-current 101 877,0 88 603,7 Loans from financial institutions, current 29 384,5 59 716,1 131 261,5 148 319,9 Guarantees given on behalf of the Group Collateral notes secured by a mortgage 37 457,9 37 457,6 Real estate mortgage 4 269,0 4 268,8 Subsidiary shares 103 918,7 103 435,9 Other shares 35 077,9 44 373,4 Bank guarantees 9 606,1 9 156,8 Other guarantees 2 982,0 5 161,2 193 311,4 203 853,6 Purchase commitments Eezy Plc 49 700,4 60 050,9 Contingent transaction prices 2 099,6 2 736,1 The Eezy Plc shares pledged as security for liabilities have been measured at market price. Information on the EUR 10 million unsecured loan from Finnish Industry Investment Ltd is available in Note 5.6. Accounting principles A provision is recognised for a contract that generates a loss when the necessary expenditures required to fulfil the obligations outweigh the benefits received from the contract. A contingent liability is a possible liability arising from past events whose existence will only be confirmed if an uncertain event outside the Group's control is realised. A present obligation that is not likely to cause a payment obligation or whose size cannot be reliably determined, is also considered to be a contingent liability. Contingent liabilities are presented in the notes. Total Total A provision is recognised when the Group has a judicial or constructive obligation for payment on the basis of a past event, the realisation of the obligation is probable and the size of the obligation can be reliably estimated. Provisions are measured at the present value required to cover the obligation. The provision amounts are estimated on each closing date, and their amounts are adjusted to correspond to the best possible estimate at the moment of inspection. 70 NoHo Partners Plc Business ID 1952494-7 5.8. Financial income and expenses EUR 1,000 2021 2020 Financial income Interest income 82,2 15,9 Change in value of additional purchase price 0,0 4,2 Accrual of sales price 6,8 0,0 Dividend income 298,4 0,0 Other financial income 710,7 302,7 Total 1 098,1 322,8 Finance costs Impairment on receivables -60,7 0,0 Interest expenses on financial liabilities -5 988,7 -4 122,4 Interest expenses for right-of-use assets -5 881,4 -4 886,2 Unrealised exchange rate loss -36,7 -590,5 Other finance costs -1 008,2 -1 682,9 Total -12 975,7 -11 282,0 Finance costs - net -11 877,6 -10 959,2 Accounting principles Interest income is recognised using the effective interest rate method and dividend income when the right to dividend is generated. Borrowing costs are recognised as an expense for the period during which they were generated. Transaction costs accrued from the acquisition of loans are recognised as interest expenses using the effective interest rate method. 71 NoHo Partners Plc Business ID 1952494-7 5.9. Financial risk management Risk management principles and process Interest rate risk Liquidity risk Credit risk As regards receivables, the Group does not have any material credit risk concentration, since the receivables consist of several items. Risks related to trade receivables and other receivables are minimised using short payment terms, customer-specific monitoring of trade receivables and effective collection. Credit risk is the risk that one party to a financial instrument is unable to meet its obligations, thereby creating a financial loss for the other party. The Group's operating procedures define the creditworthiness requirements for the customers' counterparties. The primary method of payment within the Group is cash. The credit risk management and credit control have been centralised to be handled by the Group's financial management. The Group and its operating activities are exposed to certain financial risks. A key principle of the Group's risk management is the unpredictability of the financial markets and the aim to minimise its adverse effects on the Group's net income. The Group's financial management identifies, estimates and tracks risks and, whenever necessary, acquires the instruments to hedge the Group against the risks. The Group's financing policy guides all of its financing transactions. The main risks associated with the financing market are explained below. Interest rate risk means the risk of variations in the fair value of a financial instrument or in future cash flows due to changes in market rates of interest. The Group's interest rate risk is mainly caused by non-current loans that have been taken out with a variable interest rate. The Group is not presently hedging against the interest rate risk. The interest rates for loans vary according to the 1–6 month Euribor rates plus margins of 2.25–3.90%. The interest rate on the Finnish Industry Investment Ltd (Tesi) loan is 10.0%. The Group's income and operating cash flows are mostly independent of the variations in the market rates of interest. The Group's main exposure to the interest rate risk is a result of the variable interest rates, and the risk is mainly considered to relate to the loan portfolio. On the closing date, the majority of the Group's loans had variable interest rates. Liquidity risk is related to ensuring and maintaining sufficient funding for the Group. The Group strives to constantly assess and track the amount of funding required by the business, for example by performing a monthly analysis of the utilisation rate of the restaurants, the development of sales and investment needs, in order to ensure that the Group has sufficient liquid assets to fund the operations and repay loans that fall due. The CFO analyses the need for possible additional financing. The aim is to ensure the availability and flexibility of Group financing through sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial institutions and forms of financing, when necessary. The Group's financing activities determine the optimum cash liquidity. At the end of December 2021, the Group’s current financial liabilities amounted to MEUR 46.4 (MEUR 73.6). Current financial liabilities at the balance sheet date include an item of MEUR 4.0 from the commercial paper programme due in the first quarter of 2022. At the end of the year, cash and cash equivalents amounted to MEUR 6.4 (MEUR 3.1), in addition to which the Group had access to undrawn confirmed account credit limits amounting to approximately MEUR 7.1 (MEUR 11.0). In addition, on 31 December 2021, the Group owned 5,864,745 shares in the listed company Eezy Plc, corresponding to a holding of 23.4 per cent. At the closing share price on 31 December 2021, the market value of this shareholding exceeded MEUR 35. During the year, the Group raised MEUR 7.0 in new long-term financing for its investments and business operations. The loan periods for these financing arrangements vary between 5–6 years. The average annual interest rate for the Group's gross interest-bearing liabilities in 2021 was approximately 2.97% (2.60%). The most important loan covenants are reported to the creditors each quarter. If the Group violates the terms of the loan covenant, the creditor may require faster repayment of the loans. The management regularly monitors the fulfilment of the loan covenant terms. The company signed new financing agreements in February 2021 and redefined the loan covenants. The covenant terms are related to specific operating cash flow targets, the equity ratio and the amount of investments. The Group's financial indicators (covenants) will next be reviewed on 30 June 2022. The Group's management has not identified any significant concentrations of liquidity risk in financial assets or sources of financing. 72 NoHo Partners Plc Business ID 1952494-7 Credit loss allowance for trade and other receivables 2021 EUR 1,000 Balance sheet value 31 December Provision percentage Credit loss Balance sheet value 1 January Provision percentage Credit loss Not due 7 055,4 0,2 % 14,1 4 476,5 0,2 % 8,9 Due, 1–30 days 665,5 0,8 % 5,3 657,3 0,8 % 5,3 Due, 31–60 days 143,7 1,5 % 2,2 210,4 1,5 % 3,2 Due, 61–90 days 3,1 12,0 % 0,4 218,3 12,0 % 26,1 Due, 91–180 days 45,1 20,0 % 9,0 358,1 20,0 % 71,7 Due, more than 180 days 972,2 36,0 % 350,0 946,7 36,0 % 340,8 Additional provision 345,0 150,0 Total 8 885,0 726,0 6 867,3 606,0 2020 EUR 1,000 Balance sheet value 31 December Provision percentage Credit loss Balance sheet value 1 January Provision percentage Credit loss Not due 4 476,5 0,2 % 8,9 7 662,4 0,2 % 18,5 Due, 1–30 days 657,3 0,8 % 5,3 1 174,2 0,8 % 9,5 Due, 31–60 days 210,4 1,5 % 3,2 444,4 1,5 % 6,8 Due, 61–90 days 218,3 12,0 % 26,1 310,7 2,0 % 6,3 Due, 91–180 days 358,1 20,0 % 71,7 225,4 10,0 % 25,0 Due, more than 180 days 946,7 36,0 % 340,8 928,3 26,0 % 326,1 Additional provision 150,0 Total 6 867,3 606,0 10 745,5 392,3 Currency risk Key estimates and judgements The provision matrix is established based on the age distribution of the open trade receivables and other receivables by using the percentages determined by the Group. During the financial year, the Group has reviewed the provision rates used in calculating credit loss provisions to reflect the COVID-19 situation. The maturity distribution of the receivables is presented in Note 4.6. The balance sheet values of the receivables correspond to the best estimate of the monetary amount that is the maximum credit risk if the counterparties cannot fulfil their obligations related to the receivables. Currency risk refers to profit, balance sheet and cash flow uncertainty due to changes in currency exchange rates. During the financial period 2019, the Group expanded its business to Norway and will be subjected to a transaction risk in relation to the Norwegian krone in the future. The transaction risk is related to the currency flows of sales and expenses. Unlike the Danish krone, the Norwegian krone is not fixed against the euro, which is the Group’s home currency. While the exchange rate of the Danish krone is fixed against the euro, it may fluctuate 2.25% in either direction. The subsidiaries’ intragroup loans and deposits are denominated in the subsidiaries’ home currencies as well as in euros. The Group does not hedge intragroup loans, deposits or the subsidiaries’ equity. Expenses and purchases are largely denominated in euros. The conversion of the subsidiaries’ equity into euros resulted in a translation difference of EUR -191.5 thousand (EUR 175.3 thousand) in the financial year. The risks related to the trade receivables and other receivables are minimised by means of terms of payment of the receivables, customer-specific monitoring of trade receivables, effective collection and checking of customers' creditworthiness requirements and, in part, also through various collateral arrangements. The management actively monitors the development of significant customer balances. Estimates and judgement are required in determining the value of loss allowances at each reporting date. When determining loss allowances, the management specifically analyses trade receivables and historical losses, customer concentrations, customer creditworthiness, past due balances, current trends and changes in customer payment terms. In addition to past events and current conditions, reasonable and justifiable forecasts affecting collectability are considered when determining the amount of loss allowances. 73 NoHo Partners Plc Business ID 1952494-7 5.10. Equity EUR 1,000 31 December 2021 1 January 2021 31 December 2020 1 January 2020 Shares, 1,000 pcs 19 222,3 19 222,3 19 222,3 19 008,7 Share capital 150,0 150,0 150,0 150,0 Invested unrestricted equity fund 58 425,1 58 425,1 58 425,1 57 670,4 Translation differences 172,5 46,6 46,6 -128,6 Hybrid bond 0,0 0,0 0,0 25 000,0 Retained earnings 5 613,4 17 515,6 17 515,6 46 571,0 Non-controlling interests 5 027,9 4 840,0 4 840,0 7 760,4 Total equity 69 388,9 80 977,3 80 977,3 137 023,1 All of the issued shares have been paid for. Outstanding shares shares 2021 2020 19 222 270 19 008 690 Share issue 3 April 2020 0 144 983 Share issue 13 November 2020 0 68 597 19 222 270 19 222 270 Invested unrestricted equity fund EUR 1,000 2021 2020 1 January 58 425,1 57 670,4 Share issue 3 April 2020 0,0 754,7 31 December 58 425,1 58 425,1 Special share issues 2021 The company did not have special share issues in 2021. Special share issues 2020 1 January 31 December NoHo Partners Plc has one series of shares where all shares carry an equal right to dividends. One share equals one vote at the general meeting. NoHo Partners Plc had 19,222,270 shares on the closing date. The share has no nominal value. The invested unrestricted equity fund includes other equity convertible investments and the portion of the share subscription price that is not recognised in the share capital according to a specific decision. On 12 February 2020, the company announced the acquisition of Friends & Brgrs Ab Oy’s shares and a special share issue for cash. The shares were issued as part of the share transaction by which NoHo Partners acquired the majority of Friends & Brgrs Ab Oy’s shares from the current shareholders. In this share transaction, the transaction price for Friends & Brgrs Ab Oy’s founding shareholders was paid partly in cash and partly as the company’s shares issued for them in the special share issue. A total of 144,983 new shares in the Company were subscribed for in the special share issue in accordance with the terms and conditions of the share purchase agreement. The transaction was completed on 3 April 2020. On 9 November 2020, the Board of Directors of NoHo Partners Plc decided on a special unpaid share issue for key personnel in order to pay the reward of the first earning period of the share incentive scheme, 1 December 2018–31 December 2019. A total of 68,597 new shares were issued without payment in the share issue to 9 key employees participating in the share-based incentive scheme. The issuance of the new shares saw the total number of NoHo Partners Plc’s shares increase to 19,222,270. 74 NoHo Partners Plc Business ID 1952494-7 Special rights Dividends Authorisation to purchase the company’s own shares Accounting principles The authorisation can be used, for example, to implement mergers or acquisitions or financing arrangements, to develop the company’s equity structure, to improve the liquidity of the company’s shares, to implement the company’s incentive schemes or for other purposes decided by the company’s Board of Directors. Under the authorisation, a maximum of 568,950 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 3.0% of all registered shares in the company on the date of the notice convening the AGM. Liability for dividend distribution to the Group's shareholders is recorded for the period during which the general meeting approved the dividend. NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening on 27 April 2022 that, based on the confirmed balance sheet for the financial period that ended on 31 December 2021, no dividend be distributed. Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or more tranches, corresponding to approximately 15.6 per cent of all of the company’s registered shares calculated using the share count on the publication date of the notice of the Annual General Meeting. Share issues and/or the issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre- emptive subscription right (special share issue). Share capital consists solely of ordinary shares. The immediate expenditure from the issue or acquisition of new shares or other equity instruments less any tax is recorded as equity, wherein it reduces the purchase consideration received for the issue. If the company buys back its equity instruments, the acquisition cost of the instruments is deducted from equity. As part of the financing package, the Group agreed on a debt of MEUR 10 with a right to conversion with Finnish Industry Investment Ltd (Tesi). Tesi’s debt does not require collateral and it will fall due 18 months after the drawdown of the debt. Tesi has the right, but not the obligation, to convert the debt and its interests partly or in full into a maximum of 2,400,000 NoHo Partners Plc’s new shares in one or more instalments at any time after the due date. In a conversion situation, the conversion price per share is the average share price in Nasdaq Helsinki weighted with trading volumes of the previous three months before the conversion grounds. The shares shall be purchased for financing or carrying out possible corporate acquisitions or other arrangements, to implement incentive schemes within the company or for other purposes decided upon by the Board of Directors. The maximum amount of the shares to be purchased is equivalent to approximately 4.2 per cent of all the shares and votes of the company calculated using the share count on the publication date of the notice of the AGM. The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation. The AGM of 21 April 2021 decided to withdraw the previous unused authorisations to purchase the company’s own shares and authorise the Board to decide upon the purchase of a maximum of 800,000 of the company’s own shares in one or several tranches using the company’s unrestricted equity under the following conditions: Under the authorisation, the Board of Directors may issue new shares or transfer shares held by the company. The Board of Directors is authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights. The shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and, therefore, the purchase takes place by private placing and not in proportion to the shares owned by the shareholders, and the consideration to be paid for the shares shall be the market price of NoHo Partners Plc’s share at the time of purchasing. The Board of Directors shall decide on the other matters related to the purchase of treasury shares. The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation. Authorisation to decide on issuance of shares and/or the issuance of option rights and other special rights entitling to shares The AGM decided to withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares as follows: 75 NoHo Partners Plc Business ID 1952494-7 6. Other notes 6.1. Specification of non-cash transactions Non-cash transactions EUR 1,000 2021 2020 Change in provisions -306,4 356,4 Write-off of trade receivables 580,8 1 320,2 Sale of fixed assets -682,7 119,5 Share-based incentive plan 100,0 662,7 Rent concessions, COVID-19 -2 840,4 -3 128,0 Other adjustments 1 359,9 678,0 -1 788,8 8,8Total 76 NoHo Partners Plc Business ID 1952494-7 6.2. Shares in subsidiaries and associated companies Group companies Domicile Ownership interest Beaniemax Oy Tampere 80 % Commodus Oy Tampere 70 % Dinnermax Oy Tampere 70 % El Rey Group Oy Tampere 60 % Friends & Brgrs Ab Oy Pietarsaari 71 % Friends & Brgrs Germany GmbH Hamburg 100 % Friends & Brgrs Denmark AS Copenhagen 100 % Gastromax Oy Tampere 100 % Pyynikin Brewery Restaurants Oy Tampere 85 % Hankinta Unioni Oy Tampere 60 % Harry's Ravintolat Oy Helsinki 90 % Italpal Oy Tampere 100 % Kampin Sirkus Oy Tampere 90 % Katang MGMT Oy Helsinki 55 % Koskimax Oy Tampere 60 % Levin Ravintolakatu Oy Helsinki 100 % Local Brewery Restaurants Oy Helsinki 70 % Max Consulting Oy Tampere 100 % Suomen Ravintolatoimi Oy * Jyväskylä 42 % Bistromax Oy Tampere 70 % Mikonkadun keidas Oy Tampere 100 % Nordic Gourmet Oy Kangasala 75 % Northmax Oy Tampere 70 % Poolmax Oy Tampere 80 % Porin Pärekori Oy Tampere 70 % Priima-Ravintolat Oy Tampere 100 % Rock Hard Catering Oy Tampere 88 % Tampereen Satamaravintolat Oy Tampere 100 % PurMax Oy Tampere 60 % Rengasravintolat Oy Tampere 100 % Restala Oy Helsinki 100 % Unioninkadun Keidas Oy * Helsinki 82 % Rivermax Oy Tampere 72 % Tillikka Oy Tampere 80 % Roska Yhtiöt Oy Tampere 100 % RR Holding Oy Helsinki 100 % Royal Ravintolat Oy Helsinki 100 % Aunt Florentine's Oyster Oy Helsinki 70 % Financier Group Oy Helsinki 73 % Mother of Pearl Oy Tampere 70 % Pihka Ravintolat Oy Helsinki 100 % Ravintolat F9 Oy Helsinki 70 % Royal Konseptiravintolat Oy Helsinki 100 % Sushi World Oy Kauniainen 100 % Wild & Finnish Oy Helsinki 80 % Yes Yes Yes Oy Tampere 70 % Shinobi Group Oy Tampere 70 % Skohan Oy Tampere 100 % Stadin Night Oy Helsinki 51 % Somax Oy Tampere 100 % Soolo Max Oy Tampere 70 % SRMax Oy Tampere 85 % 77 NoHo Partners Plc Business ID 1952494-7 Group companies Domicile Ownership interest Suomen Diner Ravintolat Oy Tampere 80 % Suomen Karaokebaarit Oy Tampere 51 % Suomen Koukkuravintolat Oy Tampere 90 % Suomen Ravintolatoimi Oy * Jyväskylä 58 % Suomen Siipiravintolat Oy Tampere 75 % Thai Papaya Oy Helsinki 100 % Tunturimax Oy Tampere 76 % Unioninkadun Keidas Oy * Helsinki 18 % Urban Group Oy Helsinki 100 % NoHo International Oy Tampere 97 % NoHo Norway AS Oslo 80 % Christiania Drift AS Oslo 100 % Complete Security AS Oslo 100 % Cosmopolitan AS Drammen 100 % DOD AS Oslo 100 % Dubliners AS Oslo 100 % Eilefs Landhandleri AS Oslo 100 % Emmas Drift As Troms 100 % GG Drift AS Oslo 100 % MEO AS Oslo 100 % Nieu Soria moria AS Oslo 80 % NoHo Trøbbelskyter AS Oslo 90 % Mexico Torshov AS Oslo 100 % Solstikk AS Oslo 100 % Christian August AS Oslo 53 % Kulturhuset i Oslo AS Oslo 100 % Tøyen Bakeri og Kaffehus AS Oslo 51 % YGT3 AS Oslo 100 % Youngs AS Oslo 95 % M12 mor AS Oslo 79 % M12 datter AS Oslo 100 % M12 Stavanger AS Stavanger 100 % M12 Tromsø AS Troms 91 % M12 Trondheim AS Trondheim 100 % Øslo AS Oslo 80 % Rådhuskroken AS Oslo 100 % SBF AS Oslo 100 % Nordic Hospitality Partners Denmark A/S Copenhagen 75 % Chicks by Chicks Tivoli ApS Copenhagen 89 % Cloud Kitchen Aps Copenhagen 100 % Cock's & Cows ApS Copenhagen 98 % Cock's & Cows CPH Airport ApS Copenhagen 100 % Cock's & Cows Tisvilde ApS Tisvildeleje 100 % Luca Lyngby ApS Kongens Lyngby 100 % Ruby Group Holding ApS Copenhagen 80 % Bronnum ApS Copenhagen 99 % Ebony & Ivory ApS Copenhagen 95 % Lidkoeb ApS Copenhagen 95 % The Bird Mother ApS Copenhagen 92 % Luca Gl. Strand ApS Copenhagen 100 % The Bird ApS Copenhagen 100 % The Bird CPH Airport ApS Copenhagen 100 % The Bird Kødbyen ApS Copenhagen 100 % The Bird Tivoli ApS Copenhagen 100 % * Total ownership 100% Mergers for the period: Sabor a Mexico Oy was merged into Urban Group Oy and Markkinointitoimisto Aito Finland Oy was merged into Kampin Sirkus Oy. 78 NoHo Partners Plc Business ID 1952494-7 Associated companies Domicile Ownership interest Repa Service Oy Tampere 30,0 % Torggata Camping AS Drammen 33,3 % Share of the most significant minority shareholders 2021 2020 2021 2020 2021 2020 29,0 % 29,0 % 102,7 -557,8 -99,3 -202,0 25,0 % 30,0 % 307,8 341,4 516,8 628,0 Financial information EUR 1,000 2021 2020 Friends & Brgrs Ab Oy Turnover 16 661,1 11 207,3 Result of the financial period 1 274,6 -1 377,0 Non-current assets 2 967,6 1 070,5 Current assets 1 720,2 2 387,8 Non-current liabilities 1 337,3 1 513,1 Current liabilities 2 905,4 2 171,4 Cash flows from operating activities 1 757,6 970,4 Cash flows from investing activities -797,8 -1 090,7 Cash flows from financing activities -1 745,4 984,6 Suomen Siipiravintolat Oy Turnover 5 366,0 4 925,0 Result of the financial period 1 220,8 1 149,4 Non-current assets 1 569,8 1 618,8 Current assets 1 037,8 929,9 Non-current liabilities 0,0 0,0 Current liabilities 605,4 858,7 Cash flows from operating activities 1 005,3 1 497,3 Cash flows from investing activities 10,0 -3,7 Cash flows from financing activities -1 025,9 -1 494,2 The accounting principles for associated companies are presented in Note 1.6. On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group decided to classify its shareholding in Eezy Plc as an asset held for sale. The accounting principles for assets held for sale are presented in Note 1.7. Suomen Siipiravintolat Oy, Tampere Dividends paid to significant non-controlling interests during the financial period totalled EUR 276.0 thousand (EUR 230.4 thousand). Company and domicile Ownership interest Share of profit for the financial period Share of capital EUR 1,000 Friends & Brgrs Ab Oy, Pietarsaari 79 NoHo Partners Plc Business ID 1952494-7 6.3. Related party transactions The management’s employee benefits The management’s employee benefits are presented on a cash basis CEO Aku Vikström Other Executive Team members Total Salaries and fringe benefits 310,8 1 139,1 1 449,8 CEO Aku Vikström Other Executive Team members Total Salaries and fringe benefits 474,7 1 683,9 2 158,6 The share-based incentive scheme and its earning periods 1–3 are presented in more detail in Note 2.6. The CEO’s pension commitments and termination compensation EUR 1,000 Parties are considered to be related when one party can exercise control, shared control or significant influence over the other in decision-making involving its finances and operating activities. The Group’s related parties are the parent company, subsidiaries, associated company, the parent company’s subsidiaries and the key management personnel. Key management personnel includes the members of the Board of Directors, the Group’s Executive Team and the Chief Executive Officer and his/her deputy, as well as their close family members. Furthermore, related entities include any owners who can exercise control or significant influence in NoHo Partners, the companies where the said owners have a controlling interest, and companies where a person exercising control over NoHo Partners exercises significant influence or works in the management of the company or its parent company. EUR 1,000 2020 2021 The company announced the amendment of the terms and conditions of the long-term share-based incentive scheme for key personnel due to the significant change in the business environment caused by the coronavirus pandemic on 30 November 2021. The terms and conditions of the share-based compensation plan were amended by extending the duration of the share-based incentive scheme by one year to 2024 and by adding a new earning period. The introduction of the share- based incentive scheme was announced on 30 November 2018. NoHo Partners Plc’s Board of Directors has decided on the third earning period of the long-term share-based incentive scheme for key personnel. The third earning period lasts 13 months and it will start on 1 December 2021 and end on 31 December 2022. The earning criteria for the third earning period are based on NoHo Partners Plc's relative profitability (operating profit %). The share-based incentive scheme covers eight persons in the third earning period. A maximum of 281,828 NoHo Partners Plc shares may be paid to the key employees for the third earning period. The value of the maximum reward at the mid-market rate of the share on 29 November 2021 would be approximately EUR 2.2 million. The Board of Directors anticipates that was the reward for the third earning period paid fully in shares, the maximum dilutive effect on the number of the company’s registered shares would be 1.44%. Costs from the share-based incentive plan are recognised as staff expenses over time and in equity under earnings. The period of notice for the CEO is six (6) months for both the CEO and the company. In addition to the pay for the term of notice, the CEO is entitled to compensation equalling six (6) months’ salary if if the company dismisses the CEO for any reason other than serious misconduct, criminal offence or similar. The Chief Executive Officer is covered by the Employees Pensions Act that offers pension security based on the time of service and earnings in the manner defined in the Act. According to the CEO’s contract, the CEO will retire without separate notice upon reaching the retirement age of 63, unless otherwise agreed between both parties in advance. The Chief Executive Officer’s accrued pension costs for the financial period were EUR 52.4 thousand. 80 NoHo Partners Plc Business ID 1952494-7 Fees for the Board of Directors EUR 1,000 2021 2020 Timo Laine, Chairman of the Board of Directors * 145,8 142,3 Petri Olkinuora, Vice-Chairman of the Board of Directors 30,0 27,5 Mika Niemi, member of the Board of Directors 20,0 17,5 Mia Ahlström, Member of the Board of Directors 20,0 17,5 Tomi Terho, member of the Board of Directors 20,0 17,5 Saku Tuominen, member of the Board of Directors 20,0 17,5 255,8 239,8 Transactions with related entities EUR 1,000 2021 2020 Sales 57,4 294,2 Lease costs 331,0 331,2 Purchases 13 496,8 9 545,9 Rent income 120,8 24,7 Receivables 157,8 407,7 Liabilities 2 143,3 813,3 Transactions with Eezy Plc (included in the table above) EUR 1,000 2021 2020 Sales 32,3 48,0 Lease costs 0,0 0,0 Purchases 10 350,5 9 074,4 Rent income 24,9 24,7 Receivables 10,1 3,3 Liabilities 2 007,9 654,9 Sales to related entities comprise restaurant sales. Purchases from related entities include, for example, labour hire, renovation and business premises expenses as well as costs of equipment and equipment maintenance. The Group has also leased premises from related parties. Total *Includes consultant fees of EUR 105.8 thousand (EUR 105.8 thousand) paid to the member of the Board of Directors. These are treated as purchases in the related party transactions table. 81 NoHo Partners Oyj Y-tunnus 1952494-7 6.4. Significant events after the financial statements date The company has announced the following events after the reporting period: Eezy Plc holding At the beginning of January 2022, NoHo Partners sold 725,000 Eezy Plc shares. NoHo Partners owns 5,139,745 Eezy Plc shares at the time of publication of the financial statements. On 27 January 2022, NoHo Partners Plc announced in a stock exchange release that it will issue 40,503 new shares in a special issue. Based on the authorisation given by the Annual General Meeting, on 27 January 2022 the Board of Directors of NoHo Partners decided to proceed with a special issue of 40,503 new NoHo Partners shares. The number of shares subscribed for in the share issue corresponds to approximately 0.2 per cent of the share capital of NoHo Partners after the registration of the new shares. The issue was offered to the Norwegian company Carpe Diem AS as part of an arrangement through which NoHo Partners’ subsidiary NoHo Partners International Oy acquired an additional 6% share in the Norwegian company NoHo Norway AS. After the transaction, NoHo Partners International Oy owns a total of 86% of NoHo Norway AS’ share capital. In the transaction, in addition to the Shares, the Seller received a total of approximately EUR 294,000 in receivables from NoHo Norway AS. The subscription price per Share was EUR 7.993, which corresponded to the three (3) months’ volume weighted average price of the NoHo Partners share. The shares were registered in the Trade Register on 28 January 2022, and they grant their holders shareholder rights as of the registration date. The shares were admitted to trading at Nasdaq Helsinki Ltd on 31 January 2022. With the subscriptions, the number of NoHo Partners shares increased to 19,262,773 shares. 82 NoHo Partners Plc Business ID 1952494-7 6.5.New and amended standards applicable in future accounting periods * = Not yet endorsed for use by the European Union as of 31 December 2021. According to the judgement of the Group Management the changes will not have a material effect on the financial statements. Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (effective for financial years beginning on or after 1 January 2022) The amendments clarify that when a provision for an onerous contract is recognised on the basis of inevitable costs, these costs include not only the additional direct costs but also the allocated share of other direct costs. Annual Improvements to IFRS Standards 2018–2020 (effective for financial years beginning on or after 1 January 2022) The Annual Improvements process provides a mechanism for minor and non-urgent amendments to IFRSs to be grouped together and issued in one package annually. The amendments clarify the following standards: IFRS 1 First Adoption of IFRSs – Subsidiary as a first-time adopter: The amendment simplifies the adoption of IFRS 1 in a subsidiary that becomes a first-time adopter later than the parent. A subsidiary may elect to measure cumulative translation differences at amounts included in the consolidated financial statements of the parent . IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities: The amendment clarifies the 10% derecognition test for fees so that when determining the fees paid less the fees received, the borrower only includes the fees paid or received between the borrower and the lender, including the fees paid or received by the borrower or borrower on behalf of others. IFRS 16 Leases – Lease incentives – example 13: The amendment removes payments made by the lessor for the renovation of the leased premises from the example, as the example was unclear as to why the payments in question are not an incentive. IAS 41 Agriculture – Taxation in fair value measurements: This amendment removes the requirement to exclude cash flows for taxation when measuring fair value, thereby aligning the fair value measurement requirements in IAS 41 with those in IFRS 13 Fair Value Measurement . When a present value technique is used to measure fair value, the assumptions used for the cash flows and discount rates should be internally consistent – i.e. using either after tax or pre-tax for both. Property, Plant and Equipment — Proceeds before Intended Use – Amendments to IAS 16 Property, Plant and Equipment (effective for financial years beginning on or after 1 January 2022) According to the amendments, revenue from the sale of products arising from the use of an incomplete tangible asset and related manufacturing costs should be recognised through profit or loss. Reference to the Conceptual Framework — Amendments to IFRS 3 Business Combinations (effective for financial years beginning on or after 1 January 2022) The amendments update a reference in IFRS 3 and made further reference related amendments. IFRS 17 Insurance Contracts (effective for financial years beginning on or after 1 January 2023, early application permitted for companies that also apply IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers ) The new standard for insurance contracts will help investors and others better understand insurers’ risk exposure, profitability and financial position. This standard replaces the IFRS 4 standard. Classification of Liabilities as Current or Non-current - Amendments to IAS 1 Presentation of Financial Statements * (effective for financial years beginning on or after 1 January 2023, early application is permitted) The amendments are to promote consistency in application and clarify the requirements on determining if a liability is current or non-current. 83 NoHo Partners Plc Business ID 1952494-7 Disclosure of Accounting Policies – Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements * (effective for financial years beginning on or after 1 January 2023, early application is permitted) The amendments clarify the application of materiality to disclosure of accounting policies. Definition of Accounting Estimates – Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors * (effective for financial years beginning on or after 1 January 2023, early application is permitted) The amendments clarify how companies should distinguish between changes in accounting policies from changes in accounting estimates, with a primary focus on the definition of and clarifications on accounting estimates. Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 Income Taxes * (effective for financial years beginning on or after 1 January 2023, early application is permitted) The amendments narrow the initial recognition exemption (IRE) and clarify that the exemption does not apply to transactions such as leases and decommissioning obligations which give rise to equal and offsetting temporary differences. Comparative Information – Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 * (effective for financial years beginning on or after 1 January 2023, early application is permitted) Amendment to alleviate mismatches in comparative information arising from the different transition requirements of IFRS 9 and IFRS 17. Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures * (available for optional adoption, effective date deferred indefinitely) The amendments address the conflict between the existing guidance on consolidation and equity accounting and require the full gain to be recognised when the assets transferred meet the definition of a ‘business’ under IFRS 3 Business Combinations . 84 NoHo Partners Plc Business ID 1952494-7 Parent company income statement (FAS) EUR 1 Jan.-31 Dec. 2021 1 Jan.-31 Dec. 2020 Turnover 17 523 326,04 13 364 644,50 Other operating income 7 936 188,96 6 583 964,03 Materials and services Materials, goods and supplies Purchases during the financial period -4 405 908,82 -3 067 356,21 Change in inventory 561 593,11 -229 551,44 External services -2 192 905,87 -1 634 187,31 -6 037 221,58 -4 931 094,96 Staff expenses Salaries and fees -5 567 018,60 -5 445 064,29 Indirect employee costs Pension costs -954 110,12 -759 451,76 Other indirect employee costs -151 624,58 -307 315,00 -6 672 753,30 -6 511 831,05 Depreciation, amortisation and impairment losses Scheduled depreciation and amortisation -2 119 352,29 -2 389 947,40 Other operating expenses -14 024 540,31 -17 822 821,98 EBIT -3 394 352,48 -11 707 086,86 Financial income and expenses Income from shares in Group companies 1 480 260,00 1 705 931,01 From others 920 725,35 752 091,00 Other interest and financial income From Group companies 3 037 186,06 2 442 733,35 From others 6 770,01 6 739,90 Impairment on financial securities classified as current assets -647 408,27 -4 361 216,09 Interest expenses and other financial expenses To Group companies -395 590,81 -471 900,84 To others -5 922 164,36 -4 847 819,94 -1 520 222,02 -4 773 441,61 Profit (loss) before appropriations and taxes -4 914 574,50 -16 480 528,47 Appropriations Change in depreciation difference 1 944,00 254 896,30 Taxes from previous financial periods 0,00 39 626,31 Profit (loss) -4 912 630,50 -16 186 005,86 85 NoHo Partners Plc Business ID 1952494-7 Parent company balance sheet (FAS) EUR ASSETS 31 December 2021 31 December 2020 Non-current assets Intangible assets Goodwill 1 082 660,36 90 872,22 Other capitalised expenses 4 551 672,49 3 299 412,05 Prepayments 101 295,03 88 016,40 5 735 627,88 3 478 300,67 Tangible assets Buildings and structures 1 857 536,36 1 938 257,02 Machinery and equipment 3 484 566,87 1 917 664,62 Other tangible assets 12 593,44 12 593,44 5 354 696,67 3 868 515,08 Investments Investments in Group companies 103 916 915,79 103 435 862,29 Investments in associated companies 29 919 734,94 38 368 098,26 Other shares and interests 425 475,33 422 658,84 134 262 126,06 142 226 619,39 Non-current assets total 145 352 450,61 149 573 435,14 Current assets Inventories Finished products and articles 871 695,43 310 102,31 Non-current Non-current trade receivables 837 717,38 237 717,38 Loan receivables from Group companies 88 172 420,14 75 879 722,75 Loan receivables 500 000,00 0,00 Other receivables 0,00 27 847,40 89 510 137,52 76 145 287,53 Current Trade receivables 2 675 327,47 1 440 364,58 Receivables from Group companies 35 209 623,32 50 431 331,55 Receivables from associated companies 10 275,83 34 125,66 Loan receivables 99 787,74 48 255,54 Other receivables 255 439,24 355 184,00 Accrued income 955 961,23 390 187,96 39 206 414,83 52 699 449,29 Cash and cash equivalents 3 468 327,35 57 406,51 Current assets total 133 056 575,13 129 212 245,64 Assets total 278 409 025,74 278 785 680,78 86 NoHo Partners Plc Business ID 1952494-7 Parent company balance sheet (FAS) EUR EQUITY AND LIABILITIES 31 December 2021 31 December 2020 Equity Share capital 150 000,00 150 000,00 Other reserves Invested unrestricted equity fund 60 106 447,19 60 106 447,19 Retained earnings (losses) 45 877 472,95 62 063 478,81 Profit (loss) for the financial period -4 912 630,50 -16 186 005,86 Total equity 101 221 289,64 106 133 920,14 Appropriations Depreciation difference 85 865,67 87 809,67 Provisions Other provisions 20 000,00 202 953,34 Provisions total 20 000,00 202 953,34 Liabilities Non-current Loans from financial institutions 105 390 153,74 88 655 666,20 Other non-current liabilities 114 704,96 0,00 Liabilities to Group companies 10 621 504,74 6 321 827,67 116 126 363,44 94 977 493,87 Current Loans from financial institutions 39 212 966,41 63 443 210,95 Trade payables 5 356 002,07 4 283 646,86 Liabilities to Group companies 9 801 301,74 5 429 946,19 Other payables 266 713,45 216 941,96 Accruals and deferred income 6 318 523,32 4 009 757,80 60 955 506,99 77 383 503,76 Liabilities total 177 081 870,43 172 360 997,63 Equity and liabilities total 278 409 025,74 278 785 680,78 87 NoHo Partners Plc Business ID 1952494-7 Parent company cash flow statement (FAS) EUR 1,000 1 Jan.-31 Dec. 2021 1 Jan.-31 Dec. 2020 Cash flows from operating activities Profit (loss) before appropriations and taxes -4 914,6 -16 480,5 Adjustments: Other income and expenses that do not incur payments -1 032,1 4 294,7 Scheduled depreciation and impairment 2 119,4 2 389,9 Financial income and expenses 1 520,2 4 773,4 Cash flow before change in working capital -2 307,1 -5 022,5 Changes in working capital Current non-interest-bearing receivables -2 287,0 2 963,0 Inventories -561,6 229,6 Current non-interest-bearing liabilities 6 309,1 501,5 Operating cash flow before financial items and taxes 1 153,4 -1 328,4 Interest paid and other finance costs -5 002,4 -3 660,4 Dividends received from business operations 2 555,0 2 458,0 Interest received from business operations 2 179,8 1 595,1 Direct taxes paid 0,0 -1 182,6 Operating net cash flow 885,8 -2 118,3 Cash flows from investing activities Investments in tangible and intangible assets -3 701,2 -310,0 Income from the disposal of tangible and intangible assets 193,2 250,7 Acquisition of non-controlling interests -655,3 -569,9 Change in non-current loans receivable 2 901,0 -25 090,9 Acquisition of subsidiaries -2 717,1 -3 763,2 Sales of subsidiaries 1,4 0,0 Business transactions, acquisitions (-) -950,0 0,0 Associated company shares sold 9 001,8 0,0 Business transactions, sales 40,0 0,0 Shares in associated companies acquired -0,6 0,0 Net cash from investing activities 4 113,2 -29 483,3 Cash flows from financing activities Proceeds from non-current loans and borrowings 7 000,0 43 700,0 Non-current loans repaid -12 000,0 -7 545,8 Proceeds from current loans and borrowings 3 911,9 23 844,2 Repayment of hybrid bond 0,0 -27 528,0 Current commercial papers repaid -500,0 -17 500,0 Group contributions given (-) 0,0 16 106,0 Net cash from financing activities -1 588,1 31 076,4 Change in cash and cash equivalents 3 410,9 -525,2 Cash and cash equivalents at the beginning of the financial period 57,4 582,6 Cash and cash equivalents on 31 December 3 468,3 57,4 Change in cash and cash equivalents 3 410,9 -525,2 88 NoHo Partners Plc Business ID 1952494-7 Notes to the parent company financial statements 1.1 Accounting principles NoHo Partners Plc’s financial year is 1 January–31 December. The financial statements have been prepared in accordance with the Finnish Accounting Act (FAS). Principles and methods of measurement and recognition Measurement of non-current assets Non-current assets are measured at their acquisition cost less the accrued depreciation. Basis of and changes to scheduled depreciation Commodity group Estimated service life Depreciation method Buildings 30 years Straight-line depreciation Goodwill 5–10 years Straight-line depreciation Other intangible assets 3–10 years Straight-line depreciation Machinery and equipment 3–10 years Straight-line depreciation Measurement of current assets Pension coverage for the personnel Measurement of liabilities Liabilities are measured at their nominal value. Treasury shares Treasury shares purchased are recorded as deductions from the accumulated earnings from previous financial periods. 1.2 Notes to the income statement 2021 2020 Distribution of turnover Restaurant business 17 523 326,04 13 305 231,31 Other business operations 0,00 59 413,19 Total 17 523 326,04 13 364 644,50 The notes for the non-current assets only present the acquisition costs for those non-current assets whose acquisition costs have not been completely depreciated as scheduled depreciation. The pension coverage for the company's personnel has been arranged in an external pension insurance company. Pension insurance payments have been recognised to correspond with the accrual-based salaries in the financial statements. Inventories are measured at their variable acquisition cost in accordance with the FIFO principle and the lowest value principle defined in Section 6(1) of Chapter 5 of the Accounting Act. The trade and other receivables recognised under current asset receivables are measured at their nominal value or their probable value, whichever is lowest. 89 NoHo Partners Plc Business ID 1952494-7 2021 2020 Other operating income Sales profit 805 858,01 1 065,39 Rent income 285 233,80 429 675,04 Government grants 2 800 000,00 1 162 995,91 Development grant 0,00 83 413,00 Other operating income 187 352,80 483 121,19 Other operating income, Group 3 857 744,35 4 423 693,50 Total 7 936 188,96 6 583 964,03 Personnel expenses Average number of employees 122 104 Salaries and fees 5 567 018,60 5 445 064,29 Pension costs 954 110,12 759 451,76 Other indirect employee costs 151 624,58 307 315,00 Total 6 672 753,30 6 511 831,05 Fringe benefits (taxable value) 149 203,40 569 895,80 Other operating expenses Voluntary indirect employee costs 534 755,62 502 276,21 Business premises expenses 8 273 502,31 7 222 731,81 Machinery and equipment expenses 1 507 718,59 1 467 472,54 Travel expenses 143 103,40 160 850,20 Marketing, performer and entertainment expenses 921 629,53 1 016 457,14 Other operating expenses 2 643 830,86 7 453 034,08 Total 14 024 540,31 17 822 821,98 Auditors’ fees Audit fees 200 000,00 152 700,00 Other services 200 000,00 0,00 Total 400 000,00 152 700,00 Financial income and expenses Income from shares From Group companies 1 480 260,00 1 705 931,01 From associated companies 920 725,35 752 091,00 Impairment on investments in non-current assets From others -647 408,27 -4 361 216,09 Interest and other financial income From Group companies 3 037 186,06 2 442 733,35 From others 6 770,01 6 739,90 Interest and other financial expenses To Group companies -395 590,81 -471 900,84 To others -5 922 164,36 -4 847 819,94 Total -1 520 222,02 -4 773 441,61 Appropriations Depreciation difference 1 944,00 254 896,30 Total 1 944,00 254 896,30 Income taxes Taxes from previous financial periods 0,00 39 626,31 Total 0,00 39 626,31 90 NoHo Partners Plc Business ID 1952494-7 1.3 Notes to the balance sheet Non-current assets Intangible assets Goodwill Other intangible assets Prepayments and incomplete acquisitions Total Acquisition cost 1 Jan. 4 011 690,75 10 861 416,53 88 016,40 14 961 123,68 Increase 1 098 750,00 500 000,00 2 096 245,93 3 694 995,93 Transfers between items 2 080 517,30 -2 080 517,30 0,00 Decrease -2 450,00 -2 450,00 Acquisition cost 31 Dec. 5 110 440,75 13 441 933,83 101 295,03 18 653 669,61 Accumulated amortisation 1 Jan. -3 920 818,53 -7 562 004,48 0,00 -11 482 823,01 Depreciation -106 961,86 -1 328 256,86 -1 435 218,72 Accumulated amortisation 31 Dec. -4 027 780,39 -8 890 261,34 0,00 -12 918 041,73 Carrying amount 31 Dec. 1 082 660,36 4 551 672,49 101 295,03 5 735 627,88 Book value 1 Jan. 90 872,22 3 299 412,05 88 016,40 3 478 300,67 Tangible assets Buildings Machinery and equipment Other tangible assets Prepayments and incomplete acquisitions Total Acquisition cost 1 Jan. 2 421 620,24 5 275 276,86 12 593,44 0,00 7 709 490,54 Increase 549 485,07 1 850 026,24 2 399 511,31 Transfers between items 1 850 026,24 -1 850 026,24 0,00 Decrease -229 196,15 -229 196,15 Acquisition cost 31 Dec. 2 421 620,24 7 445 592,02 12 593,44 0,00 9 879 805,70 Accumulated amortisation 1 Jan. -483 363,22 -3 357 612,24 0,00 0,00 -3 840 975,46 Depreciation -80 720,66 -603 412,91 -684 133,57 Accumulated amortisation 31 Dec. -564 083,88 -3 961 025,15 0,00 0,00 -4 525 109,03 Carrying amount 31 Dec. 1 857 536,36 3 484 566,87 12 593,44 0,00 5 354 696,67 Book value 1 Jan. 1 938 257,02 1 917 664,62 12 593,44 0,00 3 868 515,08 Investments Holdings in Group companies Investments in associated companies Other shares and interests Total Book value 1 Jan. 103 435 862,29 38 368 098,26 422 658,84 142 226 619,39 Increase 484 241,00 600,00 2 816,49 487 657,49 Decrease -3 187,50 -8 448 963,32 -8 452 150,82 Carrying amount 31 Dec. 103 916 915,79 29 919 734,94 425 475,33 134 262 126,06 Current receivables Current receivables from Group companies Trade receivables 242 057,50 283 754,55 Accrued income 2 940 275,20 1 906 265,17 Other Group receivables 252,90 3 594 434,07 Loan receivables 32 027 037,72 44 646 877,76 Total 35 209 623,32 50 431 331,55 91 NoHo Partners Plc Business ID 1952494-7 2021 2020 Essential items of prepayments and accrued income Amortisation 263 399,32 172 747,67 Discounts 532 875,37 90 325,16 Other prepayments and accrued income 159 686,54 127 115,13 Total 955 961,23 390 187,96 Equity Share capital at the beginning of the financial period 150 000,00 150 000,00 Share capital at the end of the financial period 150 000,00 150 000,00 Total invested equity at the end of the financial period 150 000,00 150 000,00 Invested unrestricted equity fund at the beginning of the financial period 60 106 447,19 58 568 819,83 Directed share issue 0,00 1 537 627,36 Invested unrestricted equity fund at the end of the financial period 60 106 447,19 60 106 447,19 Profit/loss from previous financial periods at the beginning of the financial period 62 063 478,81 9 173 176,18 Transfer of profit/loss from the previous financial period -16 186 005,86 52 890 302,63 Profit/loss from previous financial periods at the end of the financial period 45 877 472,95 62 063 478,81 Profit/loss for the financial period -4 912 630,50 -16 186 005,86 Total unrestricted equity at the end of the financial period 101 071 289,64 105 983 920,14 Total equity 101 221 289,64 106 133 920,14 Calculation of distributable funds in equity Profit from previous financial periods 45 877 472,95 62 063 478,81 Net income for the financial period (profit +/loss -) -4 912 630,50 -16 186 005,86 Invested unrestricted equity fund 60 106 447,19 60 106 447,19 Compensation for restriction of operations/closure compensation -1 800 000,00 -362 995,91 Business cost support/compensation for fixed expenses -1 000 000,00 0,00 Re-employment support 0,00 -800 000,00 Distributable funds total 98 271 289,64 104 820 924,23 Appropriations Depreciation difference, buildings 42 714,91 42 714,91 Depreciation difference, machinery and equipment 43 150,76 45 094,76 Total appropriations 85 865,67 87 809,67 Provisions 20 000,00 202 953,34 Liabilities Current liabilities Liabilities to Group companies Trade payables 460 117,46 548 007,15 Liabilities 6 949 003,22 4 214 551,75 Accruals and deferred income 2 392 181,06 667 387,29 Total 9 801 301,74 5 429 946,19 Provision for American Diner/Luca Zsar termination expenses (dismissal expenses according to statutory cooperation negotiations) 92 NoHo Partners Plc Business ID 1952494-7 2021 2020 Essential items of accrued expenses Wage and salary liabilities 747 358,22 201 546,21 Holiday pay debt 1 075 492,45 1 000 019,68 Interest 642 929,37 267 258,01 Other accruals and deferred income 3 852 743,28 2 540 933,90 Accrued expenses total 6 318 523,32 4 009 757,80 The total balance of the Group cash pool account is disclosed under the parent company’s cash and cash equivalents. 1.4 Notes concerning guarantees and contingent liabilities Liabilities and guarantees by balance sheet item and guarantee type 2021 2020 Liabilities with guarantees included on the balance sheet Loans from financial institutions, non-current 103 305 972,00 88 655 666,20 Loans from financial institutions, current 25 571 625,03 48 344 132,70 Total 128 877 597,03 136 999 798,90 Guarantees given Corporate mortgages given 34 150 000,00 34 150 000,00 Real estate mortgage 4 000 000,00 4 000 000,00 Mortgaged securities and subsidiary shares 118 876 483,26 122 619 911,42 Other guarantees given in total 157 026 483,26 160 769 911,42 Guarantees given on behalf of others Other guarantees 7 628 953,84 7 310 824,65 Lease liabilities not included on the balance sheet To be paid during the next financial period 16 849,56 1 380,37 To be paid later 54 180,00 0,00 Total 71 029,56 1 380,37 Other liabilities Other guarantee engagements not included on the balance sheet Lease liability Due within one year 8 823 340,75 7 980 954,74 Due in 2–5 years 25 900 842,44 23 538 633,57 Due in more than 5 years 17 409 330,43 11 068 314,29 Total 52 133 513,62 42 587 902,60 NoHo Partners Group complies with IFRS 16 Leases from 1 January 2019. Eezy Plc, purchase guarantee 49 700 448,12 60 050 924,07 The parent company's receivable or liability is presented as a receivable from Group companies or a liability to Group companies. 93 NoHo Partners Plc Business ID 1952494-7 On the closing date, 31 December 2021, there were 19,222,270 externally held shares. Date and signatures Helsinki, 16 March 2022 Timo Laine Mia Ahlström Chairman of the Board of Directors Saku Tuominen Mika Niemi Petri Olkinuora Tomi Terho Arttu-Pekka Vikström CEO The financial statements for 2021 were signed electronically. PROPOSAL BY NOHO PARTNERS PLC’S BOARD OF DIRECTORS TO THE GENERAL MEETING ON THE DISTRIBUTION OF DISTRIBUTABLE ASSETS, AND SIGNATURES TO THE FINANCIAL STATEMENTS AND THE ANNUAL REPORT NoHo Partners Plc’s distributable assets on 31 December 2021 were EUR 98,271,289.64, of which the share of the financial period’s result is EUR -4,912,630.50. NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening on 27 April 2022 that, based on the confirmed balance sheet for the financial period that ended on 31 December 2021, no dividend be distributed. 94 NoHo Partners Plc Business ID 1952494-7 AUDITOR’S NOTE An audit report has been issued today. Date and signature Helsinki, 17 March 2022 Ernst & Young Oy Authorised Public Accountants Juha Hilmola APA 95 NoHo Partners Plc Business ID 1952494-7 Books and records List of accounting books, receipt types and storage methods Books and records Storage method General journal Electronic archive Nominal ledger Electronic archive Accounts receivable Electronic archive Accounts payable Electronic archive Payroll accounting Electronic archive Financial statements Separately bound/www.noho.fi Balance sheet specifications Separately bound Receipt type Receipt numbering starts from Manual entry 80000 Account receipts (TITO) 170000 Sales invoice sums 120001 Payments 70000 Purchase invoices 200000 Purchase invoice payments 40000 Kasperi receipts 160000 eAttest amortisation 150000 Allocation receipts 100001 External preliminary systems 300000 Receipt of notes to the accounts LTT01 743700DYZ6R1QNLWQA562021-01-012021-12-31743700DYZ6R1QNLWQA562020-01-012020-12-31743700DYZ6R1QNLWQA562021-12-31743700DYZ6R1QNLWQA562020-12-31743700DYZ6R1QNLWQA562020-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31ifrs-full:IssuedCapitalMember743700DYZ6R1QNLWQA562021-12-31ifrs-full:IssuedCapitalMember743700DYZ6R1QNLWQA562020-12-31NOH:ReserveOfInvestedUnrestrictedEquityMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31NOH:ReserveOfInvestedUnrestrictedEquityMember743700DYZ6R1QNLWQA562021-12-31NOH:ReserveOfInvestedUnrestrictedEquityMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700DYZ6R1QNLWQA562021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31ifrs-full:RetainedEarningsMember743700DYZ6R1QNLWQA562021-12-31ifrs-full:RetainedEarningsMember743700DYZ6R1QNLWQA562020-12-31NOH:HybridCapitalMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31NOH:HybridCapitalMember743700DYZ6R1QNLWQA562021-12-31NOH:HybridCapitalMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember743700DYZ6R1QNLWQA562021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember743700DYZ6R1QNLWQA562021-12-31ifrs-full:NoncontrollingInterestsMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31ifrs-full:IssuedCapitalMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:IssuedCapitalMember743700DYZ6R1QNLWQA562019-12-31NOH:ReserveOfInvestedUnrestrictedEquityMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31NOH:ReserveOfInvestedUnrestrictedEquityMember743700DYZ6R1QNLWQA562020-12-31NOH:ReserveOfInvestedUnrestrictedEquityMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31ifrs-full:RetainedEarningsMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:RetainedEarningsMember743700DYZ6R1QNLWQA562019-12-31NOH:HybridCapitalMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31NOH:HybridCapitalMember743700DYZ6R1QNLWQA562020-12-31NOH:HybridCapitalMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562020-01-012020-12-31ifrs-full:NoncontrollingInterestsMember743700DYZ6R1QNLWQA562020-12-31ifrs-full:NoncontrollingInterestsMember743700DYZ6R1QNLWQA562019-12-31ifrs-full:PreviouslyStatedMember743700DYZ6R1QNLWQA562019-12-31iso4217:EURiso4217:EURxbrli:shares

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