Beerenberg

Regulatory Filings • Oct 5, 2023

Information Document

Beerenberg AS

(a private limited liability company incorporated under the laws of Norway)

Admission to trading of shares on Euronext Growth Oslo

This information document (the "Information Document") has been prepared by Beerenberg AS ("Beerenberg" or the "Company", and together with its subsidiaries, the "Group"), a private limited liability company incorporated under the laws of Norway, solely for use in connection with the admission to trading of the Company's 24,570,000 ordinary shares, each with a par value of NOK 2.50 (the "Shares"), on Euronext Growth Oslo (the "Admission to Trading").

The Shares have been approved for Admission to Trading on Euronext Growth Oslo, and the Shares will start trading on 5 October 2023 with the ticker code "BBERG". Except where the context requires otherwise, references in this Information Document to "Shares" will be deemed to include the Company's existing Shares. The Shares are recorded in Euronext Securities Oslo, the Norwegian Central Securities Depositary (the "VPS"), in book-entry form. All the Shares rank pari passu with one another and each Share carries one vote.

Euronext Growth Oslo is a market operated by Euronext. Companies on Euronext Growth Oslo, a multilateral trading facility (MTF), are not subject to the same rules as companies on a regulated market (a main market). Instead, they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Euronext Growth Oslo may therefore be higher than investing in a company on a regulated market. Investors should take this into account when making investment decisions.

The present Information Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71. The present Information Document has been drawn up under the responsibility of the Company. It has been reviewed by the Euronext Growth Advisors and Oslo Børs.

THIS INFORMATION DOCUMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT HERETO.

Investing in the Shares involves a high degree of risk. Prospective investors should read the entire document and, in particular, Section 2 "Risk factors" and Section 3.1.6 "Cautionary note regarding forward-looking statements" when considering an investment in the Company and its Shares.

____________________________________________________ Euronext Growth Advisors

SpareBank 1 Markets Pareto Securities AS

5 October 2023

IMPORTANT NOTICE

This Information Document has been prepared solely by the Company only to comply with the Euronext Rule Book I and the Euronext Rule Book II for Euronext Growth Oslo (the "Euronext Growth Rule Book"), to provide information about the Group and its business and in relation to the Admission to Trading. This Information Document has been prepared solely in the English language. The responsibility for the accuracy and completeness of the information contained in the Information Document lies with the Company.

For definitions of terms used throughout this Information Document, see Section 10 "Definitions and Glossary of Terms".

The Company has engaged SpareBank 1 Markets AS and Pareto Securities AS to act as the Company's advisors in connection with the Admission to Trading (the "Managers" or the "Euronext Growth Advisors"). The Euronext Growth Advisors have engaged advisers to conduct limited due diligence investigations related to certain legal and financial matters pertaining to the Group and the Shares in relation to the Admission to Trading, including for the purposes of identifying relevant risk factors relating to such matters. The Euronext Growth Advisors disclaims liability, to the fullest extent legally permitted, for the accuracy or completeness of the information in the Information Document.

All inquiries relating to this Information Document should be directed to the Company or the Euronext Growth Advisors. No other person has been authorized to give any information, or make any representation, on behalf of the Company and/or the Euronext Growth Advisor in connection with the Admission to Trading, and if given or made, such other information or representation must not be relied upon as having been authorized by the Company and/or the Euronext Growth Advisors.

The Company, with assistance from the Euronext Growth Advisors, has within its reasonable effort ensured that all relevant information about the Company and the Shares to be admitted to trading is included in the Information Document and that it covers the content requirements as set out in Notice 2.3 issued by Oslo Børs on 21 June 2022 pursuant to section 2.3 of Rule Book Part II for Euronext Growth Oslo.

The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company or its subsidiaries subsequent to the date of this Information Document. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Information Document and before the Admission to Trading will be published and announced promptly in accordance with the Euronext Growth Rule Book. Neither the delivery of this Information Document nor the completion of the Admission to Trading at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Group's affairs since the date hereof or that the information set forth in this Information Document is correct as of any time since its date.

The contents of this Information Document shall not be construed as legal, business or tax advice. Each reader of this Information Document should consult its own legal, business or tax advisors as to legal, business or tax advice. If you are in any doubt about the contents of this Information Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.

The distribution of this Information Document may in certain jurisdictions be restricted by law. Persons in possession of this Information Document are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Information Document in any country or jurisdiction where specific action for that purpose is required.

The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

This Information Document shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court (Nw.: Oslo tingrett) as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Information Document.

Investing in the Company's Shares involves risks. See Section 2 "Risk Factors" of this Information Document.

ENFORCEMENT OF CIVIL LIABILITIES

The Company is a private limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Shares will be governed by Norwegian law and the Company's articles of association (Norwegian: vedtekter) (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions.

None of the members of the Company's board of directors (the "Board of Directors") and the members of the Group's executive management (the "Management") are residents of the United States of America (the "United States"), and virtually all of the Company's assets are located outside the United States. As a result, it may be difficult for investors in the United States to effect service of process on the Company, the members of the Board of Directors and members of the Management in the United States or to enforce judgments obtained in U.S. courts against the Company or those persons, whether predicated upon civil liability provisions of federal securities laws or other laws of the United Stated (including any State or territory within the United States).

The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or the members of the Board of Directors or the members of the Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or the members of the Board of Directors or members of the Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway.

Similar restrictions may apply in other jurisdictions.

STABILIZATION

In connection with the Private Placement (as defined herein) and Admission to Trading, the Stabilization Manager (SpareBank 1 Markets AS) (as defined herein), or its agents, acting on behalf of the Managers, may, in the event of use of the Greenshoe Option (as defined below), engage in transactions that stabilize, maintain or otherwise affect the price of the Shares for up to 30 days from the commencement of trading of the Shares on Euronext Growth Oslo. Specifically, the Stabilization Manager may effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail, through buying Shares in the open market at prices equal to or lower than the Subscription Price (as defined 3 below). However, stabilization action may not necessarily occur and may cease at any time. The Stabilization Manager and its agents are not required to engage in any of these activities and, as such, there is no assurance that these activities will be undertaken; if undertaken, the Stabilization Manager or its agents may end any of these activities at any time and they must be brought to an end at the end of the 30-day period mentioned above. Any stabilization action must be conducted by the Stabilization Manager in accordance with all applicable laws and rules and can be undertaken at the offices of the Stabilization Manager and on Oslo Børs. Stabilization may result in an exchange or market price of the Shares that is higher than what might otherwise prevail, and the exchange or market price may reach a level that cannot be maintained on a permanent basis.

Any stabilization activities will be conducted in accordance with Article 5 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (MAR) and the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 as implemented into Norwegian law by Section 3-1 (3) of the Norwegian Securities Trading Regulation regarding buy-back programs and stabilization of financial instruments.

Any net proceeds from stabilization activities conducted by the Stabilization Manager shall be for the benefit of Segulah IV L.P., AlpInvest Partners Co-Investments 2012 I CV and AlpInvest Partners Co-Investments 2011 II CV.

1	STATEMENT OF RESPONSIBILITY3
2	RISK FACTORS4
2.1	Introduction4
2.2	Risks specific to the Group's industry 4
2.3	Risks specific to the Group's operations7
2.4	Financial risks 12
2.5	Risks related to the Shares14
3	GENERAL INFORMATION 16
3.1	Important information16
4	PRESENTATION OF THE GROUP19
4.1	Information about the Company19
4.2	Legal structure of the Group19
4.3	Overview of the Group's business19
4.4	Principal activities20
4.5	History and development 21
4.6	Vision and strategy 22
4.7	Principal markets23
4.8	Competitive landscape25
4.9	Material agreements outside the ordinary course of business25
4.10	Dependency on contracts, patents, licenses, trademarks, etc. 26
4.11	Related Party Transactions 26
4.12	Legal and arbitrational proceedings 26
5	ORGANIZATION, THE BOARD OF DIRECTORS AND MANAGEMENT27
5.1	Introduction27
5.2	The Board of Directors 27
5.3	The Management 29
5.4	Benefits upon termination 31
5.5	Arrangements for involving the employees in the capital of the Company 31
5.6	Employees31
5.7	Corporate governance32
5.8	Committees 32
5.9	Conflicts of interests etc32
6	SELECTED FINANCIAL INFORMATION 34
6.1	Introduction34

6.2	Summary of accounting policies and principles 34
6.3	Independent auditor34
6.4	Selected Financial Information34
6.5	Material transactions of the Group 37
6.6	Material investments of the Group38
6.7	Significant change in the financial position of the Group38
6.8	Material borrowings and financial commitments 38
6.9	Working capital statement40
6.10	Operating and financial review40
7	SHARES AND SHARE CAPITAL43
7.1	The Shares43
7.2	Share capital 43
7.3	Authorisations to issue additional Shares 44
7.4	The Private Placement44
7.5	Dividend and dividend policy46
7.6	The Articles of Association 46
7.7	Takeover bids and compulsory acquisitions 46
7.8	Insider trading 46
7.9	Certain aspects of Norwegian corporate law47
8	TAXATION 50
8.1	Taxation of dividends50
8.2	Taxation upon realization of shares 51
8.3	Net wealth tax 52
8.4	Stamp duty / transfer tax52
8.5	The Company's responsibility for the withholding of taxes52
9	ADDITIONAL INFORMATION 53
9.1	Admission to trading on Euronext Growth Oslo 53
9.2	Independent auditor53
9.3	Advisors 53
10	DEFINITIONS AND GLOSSARY OF TERMS54

APPENDIX A	Articles of Association of Beerenberg AS
APPENDIX B	Audited Financial Statements
APPENDIX C	Unaudited Interim Financial Statements

1 STATEMENT OF RESPONSIBILITY

This Information Document has been prepared by Beerenberg AS a private limited liability company with business registration number 998789362 and registered address at Kokstaddalen 33, 5257 Kokstad, Bergen, Norway, solely in connection with the Admission to Trading.

The Board of Directors of Beerenberg AS accepts responsibility for the information contained in this Information Document. The Board of Directors confirm that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Document is, to the best of their knowledge, in accordance with the facts and contains no omissions likely to affect its import.

5 October 2023

The Board of Directors of Beerenberg AS

Geir Magne Aarstad Chairman of the Board Edvard Sebastian Ehrnrooth Board Member

Hilde Drønen Board Member Morten Haakon Walde Board Member

2 RISK FACTORS

2.1 Introduction

Investing in the Company involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out in this Section before making an investment decision in respect of the Shares.

A prospective investor should carefully consider all the risks related to the Company and the Group, and should consult his or her own expert advisors as to the suitability of an investment in securities of the Company. An investment in securities of the Company entails significant risks and is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Against this background, an investor should thus make a careful assessment of the Company and its prospects before deciding to invest.

Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on its business, financial condition, results of operations and cash flow.

The risk factors described in this Section 2 "Risk Factors" are sorted into a limited number of categories, where the Company has sought to place each individual risk factor in the most appropriate category based on the nature of the risk it represents. The risks that are assumed to be of the greatest significance, taking into account the negative impact on the Company and the probability of their occurrence, are described first. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, and the fact that a risk factor is not mentioned first in its category does not in any way suggest that the risk factor is less important when taking an informed investment decision. The risks mentioned herein could materialise individually or cumulatively.

The information in this Section 2 "Risk Factors" is as of the date of this Information Document.

2.2 Risks specific to the Group's industry

2.2.1 Risks related to investment activity levels – supply and demand

A majority of the Group's turnover stems from operations carried out on the Norwegian Continental Shelf (the "NCS") and therefore the Group is heavily exposed to developments in the investment activities on the NCS. While production is forecasted to increase on the NCS going forward, and oil demand having surpassed pre-pandemic levels in 2022 remaining strong in 2023-2024 based on Rystad Energy's supply forecast, demand is particularly sensitive to the level of exploration, development, production, modification and maintenance activity of, and the corresponding capital spending by, oil- and gas companies.

In addition to its operations on the NCS, the Group operates in Asia, Australia and West Africa. Such operations have historically been consisting of providing subsea- and Benarx installations as part of short term projects where the Group has participated as a supplier to partners with an on-going local presence.

There is a risk that the oil- and gas companies reduce their spending on the NCS, and/or in Australia and West Africa, for instance, if greenfield projects are cancelled or postponed and/or if less strict regulations are implemented with respect to the equipment used in the relevant areas (also reducing the demand for brownfield investments in the form of maintenance and modifications). Any such reduction in the activity levels could materially adversely affect the Group's business, financial conditions, results of operations and prospects. The risk related to the Group's operations in Asia is mainly related to the Group's product side and the number of newbuilds in the region, which the Group's activity level in Asia depends on.

2.2.2 The business, results of operations and financial condition of the Group depend on the level of exploration, development, production, investment, modification and maintenance activity by oil and gas

companies, which are significantly affected by, among other things, demand for oil and gas, volatile oil and gas prices and changes in environmental requirements

As described in Section 2.2.3 below, oil and natural gas prices began a rapid and substantial decline in the fourth quarter of 2014, which continued to decline or remain depressed in 2015 and 2016 and have remained volatile since, including following the outbreak of Covid-19 where oil and gas prices fell rapidly due to lower worldwide demand.

The volatility in oil and natural gas prices imply fluctuations in drilling, completion and other production activities of the Group's customers and related spending on the Group's products and services. These effects could have a material adverse effect on the Group's financial condition, results of operations and cash flows. In addition, higher prices do not necessarily translate into increased drilling activity since clients' expectations about future commodity prices typically drive demand for the Group's products and services. Oil and natural gas prices are extremely volatile and affected by numerous factors, including the following:

• the demand for oil and natural gas;
• the cost of exploring for, developing, producing and delivering oil and natural gas;
• uncertainty in capital and commodities markets;
• political, economic and weather conditions, as well as natural disasters, in Europe, the United States and elsewhere;
• advances in exploration, development and production technology;
• the ability of the Organization of Petroleum Exporting Countries, ("OPEC"), to set and maintain oil production levels and pricing;
• the level of production in non-OPEC countries;
• domestic and international tax policies and governmental regulations in jurisdictions where the Group operates;
• the development and exploitation of alternative fuels, and the competitive, social and political position of natural gas as a source of energy compared with other energy sources;
• the policies of various governments regarding exploration and development of their oil and natural gas reserves;
• the worldwide military and political environment and uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crisis in the Middle East, West Africa and other significant oil and natural gas producing regions; and
• acts of terrorism or piracy that affect oil and natural gas producing regions, especially in Nigeria, Libya, Syria and Iraq, where armed conflict, civil unrest and acts of terrorism have recently increased.

2.2.3 Global market risk

The Group operates within the oil- and gas sector, both onshore and offshore, an industry which is cyclical and correlated with fluctuations in the price of oil and gas. The factors that influence the demand for the Group's services and products, and consequently the Group's turnover, include:

• supply and demand for energy resources and oil and petroleum products, which in turn drives the greenfield investments of the oil- and gas companies;
• global and regional economic and political conditions which affect the demand for hydrocarbons;
• environmental and other legal and regulatory developments, especially requirements and technical requirements to the equipment used in the oil- and gas industry; and
• weather and natural disasters, which in turn affects the oil- and gas price.

For example, even though the Company expects the global demand for oil and gas to increase towards 2030, no assurance can be given that this will be the case. Oil and natural gas prices continued to decline or remain depressed in 2015 and 2016, and thereafter fell rapidly due to lower worldwide demand following the outbreak of Covid-19 in 2020. Following Russia's invasion of Ukraine, oil and gas prices increased rapidly during the first half of 2022, but thereafter have generally decreased due to a variety of factors such as OPEC production capacity, sanctions, slow global economic growth and risk of a global recession. The prices have remained highly volatile since, and a decrease in the demand for oil- and gas is likely to have a detrimental effect on greenfield developments and brownfield maintenance and modifications work initiated by the oil- and gas companies, ref. Section 2.2.2 above. This may have a material adverse effect on the Group's revenues, EBITDA, business, prospects and its financial and operational condition.

2.2.4 The oil service industry is highly cyclical

Historically, the oil service industry has been highly cyclical, with periods of high demand and favourable pricing often followed by periods of low demand and sharp reduction in pricing power. Periods of decreased demand or increased supply intensify the competition in the industry. Because of the cyclicality of the Group's industry, Management expects the Group's results of operations to be volatile and to decrease during market declines.

2.2.5 The Group operates in a highly competitive industry, and if the Group is unable to compete effectively, its market positions and sales volumes could be adversely affected, which could have a material adverse effect on the business, results of operations and financial condition of the Group

The main market, in which the Group operates, namely the NCS, is transparent and currently dominated by a few large players, including the Group. In the future, the solidity and resources of the Group's competitors could enable them to better withstand industry downturns, compete more effectively on the basis of technology and geographical scope. Competitors may also be favoured by clients due to better perceived reliability due to size, international presence and balance sheet and may be more successful than the Group in recruiting and retaining skilled personnel. If current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than the Group's products and services, or expand into service areas where the Group operates this could materially adversely affect the Group's business, financial conditions, results of operations and prospects. There is also a risk that customers of the Group decides to insource services and products offered by the Group. Competitive pressures or other factors may result in significant price competition, particularly during industry downturns, which could materially adversely affect the Group's business, results of operations and financial condition. Competition among oilfield services and equipment providers is also affected by each provider's reputation for solidity, safety, quality and technological innovation.

2.2.6 Technological progress could render the current technologies used by the Group obsolete, which could have a material adverse effect on the business, results of operations and financial condition of the Group

The industry in which the Group operates is characterized by new technological developments that have resulted in, and will likely continue to result in, improvements in equipment functions and performance. As a result, the future success and profitability of industry participants will be dependent, in part, upon its ability to:

• improve existing services and related equipment;
• address the increasingly sophisticated needs of its customers; and
• anticipate changes in technology and industry standards and respond to technological developments in a timely manner.

If the Group is not successful in developing new equipment and technology, as well as keeping its existing equipment up to industry standards, in a timely and cost-effective manner, this could materially adversely affect the Group's business, results of operations and financial condition. In addition, rapid and frequent technology and market demand changes can render existing technologies obsolete, requiring substantial new capital expenditures, and could have a negative impact on the Group's market share. Any failure by the Group to anticipate or to respond adequately to changing technology, market demands and client requirements could adversely affect the Group's business, result of operations and financial condition.

2.2.7 The Group's financial and operational condition could continue to be adversely affected by global crises, such as wars or pandemics

Uncertain conditions remain in certain parts of the world and particularly in Asia, which may affect the activity of the Group and expose the Group to operational disruption and increased costs as a result of unexpected business interruptions and measures required for safe continuation of the business. Currently, the Group's ability to deliver products and services is good, but will continue to be affected by any future restrictions on the flow of products and manpower, which could have a material adverse effect on the Group's business, financial condition, results of operations and cash flows.

2.3 Risks specific to the Group's operations

2.3.1 Risk related to insurances

The Group may not be able to maintain adequate insurance at rates considered reasonable by the management or be able to obtain insurance against all relevant risks. Moreover, the Group's insurance coverage is subject to certain significant deductibles and levels of self-insurance, does not cover all types of losses, and, in some situations, may not provide full coverage for losses or liabilities resulting from the Group's operations. In addition, the Group may experience increased costs related to insurance. Insurers may not continue to offer the type and level of coverage that the Group currently maintains, and its costs may increase substantially as a result of increased premiums, potentially to the point where coverage is not available on economically manageable terms. Should liability limits be increased via legislative or regulatory action, it is possible that the Group may not be able to insure certain activities to a desirable level. If liability limits are increased and/or the insurance market becomes more restricted, the Group's business, financial condition and results of operations could be materially adversely affected. In addition, the Group has no downtime insurance, which consequently entails a risk in the event of unexpected downtime periods. If such risk materialize, it could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

2.3.2 The Group depends on a limited number of significant customers

The Group depends on a limited number of significant customers and the successful execution of significant projects in which it is engaged from time to time, and the loss of business from a significant customer, or the failure to perform under any contract with such significant customer or in respect of a significant project, could have a material adverse effect on the business, results of operations and financial condition of the Group.

The market in which the Group operates consists of two major sources of income; stand-alone projects and framework agreement with large oil- and gas companies. In 2022, income from the five largest contracts accounted for approximately 81% of the Group's consolidated turnover and approximately 71% of the Group's consolidated turnover was derived from two framework agreements, entered into with one operator, concerning operations both on the NCS and onshore. The said customer agreements are framework agreements, with no minimum purchase requirements, no exclusivity on the part of the Group, and each of the customer agreements may be terminated without cause and with short, or no, notice period.

If the customer under the two abovementioned framework agreements decides to exercise its right to terminate any of those agreements, cease to require services or products under those agreements or, for whatever reason, does not pay for the services provided or the products delivered under those agreements, this could materially adversely affect the business, financial condition and results of operations of the Group. A failure to renew the such agreements or a failure to win new projects under such agreements may also have such effect.

2.3.3 Compliance with laws, regulations and industry standards

The oil and gas industry is heavily regulated and governmental laws and regulations could affect operations, increase operating costs and restrict, or make it more challenging for, the Group to conduct its business and/or deliver its services.

The laws and regulations affecting the offshore industry include, among others, laws and regulations relating to:

• protection of the environment;
• quality, health and safety;
• import-export quotas, wage and price controls and imposition of trade barriers;
• local content requirements;
• economic conditions; and
• taxation.

In addition, the Group has, inter alia, in certain material customer contracts undertaken to comply with industry standard and guidelines introduced by various organizations and authorities (for instance Norsok S- 006 HSEevaluation of contractors, NS-EN ISO 9001:2008 Quality management systems Requirements, NS-EN ISO 14001:2004 Environmental management systems Requirements, NS-EN OHSAS 18001:2007 Occupational Health and Safety Management Systems Requirements).

In the event that the Group is unable, at any time, to comply with applicable laws and regulations or the relevant industry standards and guidelines, the operations of the Group may be adversely affected. Any change in or introduction of new laws and regulations and the requirement from customers for the Group to comply with further standards and guidelines may increase the costs of operations, which could have an adverse effect on the Group's profitability. The future costs of maintaining compliance with such new laws and regulations cannot be predicted. Furthermore, if the Group's services and products do not comply with the extensive laws, regulations, industry standards and guidelines applicable and/or undertaken by the Group from time to time, the consequence may be that Group is unable to continue parts of its operations or that material customers terminates their agreements with the Group. The failure to obtain or retain such licenses and permits may have a material adverse effect on the Group's business, results of operations and financial condition.

2.3.4 The Group's operations in less developed or newly industrialised countries expose the Group to additional risks created, inter alia, by political unrest. Violation of anti-corruption or anti-bribery laws and regulations and trade sanctions could affect the business, results of operations and financial condition of the Group

The Group operates in a number of countries throughout the world, including countries with inherent risks relating to fraud, bribery, corruption and trade sanctions, such as Nigeria, Kazakhstan, Thailand and South Korea. The Group is committed to doing business in accordance with applicable anti-corruption and trade sanctions laws and its code of business conduct and ethics. The Group is subject, however, to the risk that the Group, its affiliated entities or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption or trade sanction laws. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might adversely affect the Group's business, results of operations or financial condition. In addition, actual or alleged violations could damage the Group's reputation and ability to do business (for instance, several of the Group's customer agreements are made conditional upon the Group complying with such laws and regulations). Further, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of the Group's senior management.

2.3.5 The Group is subject to environmental laws and regulations and liability under such laws and regulations could have a material adverse effect on the business, results of operations and financial condition of the Group

The activities of the Group are subject to environmental laws and regulations. Environmental and other similar requirements are generally becoming increasingly strict, and compliance with such laws and regulation can require significant expenditures and a breach may result in the imposition of fines and penalties, corrective action orders and revocation of permits, some of which may be material.

Environmental and energy matters have been subject to increased scientific and political scrutiny, and environmental legislation is expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Environmental laws may result in a material increase in the costs of the Group's operations or otherwise adversely affect the Group's financial condition, results of operations and prospects. The discharge of oil, natural gas or other pollutants into the air or water may give rise to liabilities, inter alia, to third parties and may require the Group to incur costs to remedy such discharge. International agreements, national laws, state laws and various regulatory schemes limit or otherwise regulate energy-related activities, such as emissions of greenhouse gasses, and additional restrictions are under consideration by governmental entities. These legal requirements as well as fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. If laws are enacted or other governmental action is taken that restrict or prohibit oil and gas operations, it could have a material adverse effect on the business, results of operations and financial condition of the Group. The Company cannot predict the impact of the changing demand for oil and gas services and products, and any major changes may have a material adverse effect on the Group's business, financial condition and results of operations.

Environmental laws may also expose the Group to liability for the conduct of or conditions caused by others, or for acts of the Group which were in compliance with all applicable laws at the time such actions were taken. Furthermore, some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, which could result in liability for environmental damage without regard to negligence or fault. Any liability for the Group pursuant to the aforementioned could adversely affect the Group's business, financial condition and results of operations.

2.3.6 The success of the Group is dependent upon its ability to retain, hire and utilise qualified personnel and senior management

The successful development and performance of the Group's business depends on its ability to attract and retain skilled professionals with appropriate experience, technical expertise, training and certificates. The Group's success depends, to a significant extent, on the continued services of the individual members of its employees and management team, who have substantial experience in the industry. The competition and demand for qualified personnel with relevant experience has increased in recent years. If this increase continues and is coupled with improved demand for the Group's services, shortages of qualified personnel could develop, creating upward pressure on wages and making it more difficult to staff and service the Group's operations.

2.3.7 Labour interruptions and extensive use of temporary and hired labour could have a material adverse effect on the business, results of operations and financial condition of the Group

The Group currently has approximately 1,413 employees mainly based in Norway. Many of the Group's employees are members of labour unions and future employees may also be members of labour unions. Labour unrest, to which the Group is subject from time to time, could prevent or hinder the Group's services from being carried out normally and, if not resolved in a timely and cost-effective manner, could have a material adverse effect on its business, results of operations and financial condition.

In addition to permanent employees, the Group makes extensive use of temporary and hired labour. This is done in order to bridge gaps in labour capacity during a year and hence optimising cost and risks relating to staffing. In the financial year 2022, the total cost associated with the use of external personnel was approximately MNOK 450. There is a risk that hired and/or temporary employees will be deemed, by law, to be permanent employees of the Group (if they de facto serve as permanent employees). This may cause the Group to incur additional labour costs and may also entitle the relevant employees to permanent employment protection. In case of the latter, the flexibility to optimise cost and risks relating to staffing, will fall away. This can have a material adverse effect on the Group's financial conditions

2.3.8 Offshore operation sites are inherently dangerous workplaces, and failure by the Group to maintain safe work sites could have a material adverse effect on its business, reputation, results of operations and financial condition

The Group is bound by laws and regulations to preserve the safety, health and work environment of its employees. Furthermore, the Group has undertaken, in certain customer contracts, to comply with such laws, regulations and industry standards at all times. In addition, the Group has also undertaken to implement internal procedures to comply with such requirements.

On 18 January 2023, a serious incident occurred during the installation of scaffolding at Mongstad where a person fell 23 metres to the concrete surface and was seriously injured. The Norwegian Petroleum Safety Authority ("PSA") issued an order to halt operations on 27 January 2023, and following the Company's compliance with the order, the work was resumed on 30 January 2023. The PSA has issued its investigation report of the incident, approved 23 June 2023 and revised 5 July 2023, which has been made publicly available on PSA's website.

Failure to comply with HSEQ requirements may not only lead to financial loss, but also loss of reputation and a risk of material customers terminating customer agreements. A bad track record relating to HSEQ compliance, and performance, may also prevent and inhibit the Group from being awarded future customer agreements in public and/or private tenders or offerings. All of the above can have a material adverse effect on the Group's business, results of operations and financial condition. The Group's employees who are involved in the offshore operations performed by the Group are considered as a group particularly exposed to risks in the industry, as defined by the PSA. Consequently special measures have been adopted, and are considered at a continuing basis, to reduce the risk of injury and ill-health for such employees. However, no assurance can be given that the measures and routines implemented by the Group are sufficient, or that internal routines will be followed in practice.

2.3.9 The Group may be subject to claims for personal injury and property damage which could have a material adverse effect on its business, reputation, results of operations and financial condition

The Group may also be subject to property, environmental and other damage claims by oil and natural gas companies and other businesses operating offshore and in coastal areas. Litigation arising from an accident at a location where the Group's products or services are used or provided may cause the Group to be named as a defendant in lawsuits asserting potentially large claims. Such events could result in substantial losses. The Group could also become liable for personal injuries, and although no litigation is either threatened, pending or expected the Group could become liable for several reasons as a result of the Mongstad-accident, please see Section 2.3.8 above for further information. There is no assurance that insurance or indemnification agreements will adequately protect the Group against liability from all of the consequences of the hazards and risks described above.

2.3.10 The Group is dependent on the supply of materials from third parties to complete many of its contracts and any disruptions in the supply chain could have a material adverse effect on its business, reputation, results of operations and financial condition

The Group depends on a number of suppliers in order to carry on its business. Apart from within the Benarx and subsea divisions of the Group, the Group's supply chain is generally well diversified and without any material, nongeneric, suppliers. Part of the business carried out in Benarx relates to third party materials, and reselling and installation of products from third parties, such as TechnipFMC's Novolastic. If the relevant supplier(s) within the Benarx or subsea division terminate their cooperation with the Group, then the Group operations within that division may be materially and adversely affected. Furthermore, the termination by one or several suppliers of their supply agreements may, in general, cause disruptions within the Group's operations and cause the Group to default on its obligations under, for instance, customer agreements. If disruptions in the Group's supply chain causes delays or otherwise cause the Group to default on its obligations under other agreements, then this may lead loss of reputation and/or liability under other agreement. The aforementioned, may have an adverse effect on the Group's financial conditions.

2.3.11 The business of the Group relies on a variety of intellectual property rights, other proprietary information and trade secrets, which are used in its services and products and the Group continuously invests in research and development to develop new products and services.

The business of the Group relies on a variety of intellectual property rights, other proprietary information and trade secrets, which are used in its services and products and the Group continuously invests in research and development to develop new products and services.

The Group is also depending on licenses and distribution agreements to use certain technologies owned by third parties, including insulation materials, chemicals, coating and passive fire protection. The Group may not be able to successfully preserve such intellectual property rights, proprietary information or trade secrets, and the intellectual property rights of the Group could be invalidated, circumvented or challenged. For example, the Group may not in due time adequately file for protection of its newly developed technology. In addition, the laws of certain foreign countries in which the services and products of the Group may be sold do not adequately protect intellectual property rights. Failure to protect intellectual property rights, other proprietary information or trade secrets and any successful intellectual property challenges or infringement proceedings against the Group could have a material adverse effect on the Group's competitive position.

The Group attempts to limit access to and distribution of its technology by customarily entering into confidentiality agreements with its employees, customers and potential customers, sub-contractors and suppliers. However, the Group conducts a portion of its business in cooperation with third parties and, accordingly, the Group may disclose technology, know-how and other intellectual property to the joint arrangement. The Group's rights in its confidential information, trade secrets and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (e.g., information in expired issued patents, published patent applications and scientific literature) can also be used by third parties to independently develop technology. There can be no assurance that such independently developed technology will not be equivalent or superior to the proprietary technology of the Group, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

2.3.12 The business of the Group is associated with risk of cost overruns, especially in fixed-price contracts, contracts with similar fixed-price compensation terms or contracts with fixed-price elements, and the Group may experience reduced profits or, in some cases, losses under these contracts if costs increase above its estimates

The Group generates revenue both under reimbursable contracts and under fixed-price (unit price) contracts. Most of the work the Group performs include both elements and will vary depending on scope of work and other conditions. To a lesser extent the Group also performs fixed price contracts, mainly on product deliveries or where the scope of work can be defined.

Under fixed-price contracts, contracts with similar fixed-price compensation formats and contracts with fixed-price elements, contract prices are established based on pre-defined models, but in part based on cost and scheduling estimates that are based on a number of assumptions, including assumptions regarding future economic conditions, prices and availability of labour, equipment and materials, and other contributing factors. These estimates are often given before the tender of a project and before delivery terms and prices are agreed with sub-contractors and could thus be based on assumptions that may not accurately reflect actual costs, schedules or other aspects of the project. If the estimates are inaccurate, there are errors or ambiguities as to contract specifications or circumstances change due to, among other things, site specific conditions, unanticipated technical problems, increased or decreased scope caused by design development, difficulties in obtaining permits or approvals, changes in local laws or labour conditions, sea and weather conditions, changes in the costs of materials, labour costs and productivity or the vendors' or sub-contractors' inability to perform, inaccurate hedging or delays with performing, then cost overruns may occur and the Group could experience (as it has in the past) reduced profitability or, in some cases, a loss for that project.

Generally, cost overruns caused by inaccurate assumptions, design issues or manufacturing errors will not relieve the Group of its obligations to complete the project at the price and time agreed with the customer.

In addition to covering its own costs related to project delays and cost overruns, fixed-price contracts generally require the Group to pay liquidated damages to the customer for the period of the delay (sometimes subject to a grace period or maximum number of days) and to cover its own costs related to mitigating delays. If the project is significant, or if there are one or more issues that affect multiple projects, costs overruns could have a material adverse effect on the business, results of operations and financial condition of the Group.

In addition, the Group is exposed to cost escalations in addition to the risk of inflation with respect to fixed-price contracts as escalation is often not sufficiently provided for in such contracts. This risk is more pronounced in respect of long-term contracts and contracts for operations in countries with unstable inflation. If inflation is higher than estimated when the contract was entered into, it could adversely affect the profitability of a project, which could have a material adverse effect on the business, results of operations and financial condition of the Group.

2.3.13 Failure by the Group to complete any one of its significant contracts according to contractual performance obligations could have a material adverse effect on the reputation, business, results of operations and financial condition of the Group

In addition to fabrication/construction as the main task, the projects of the Group generally involve engineering services, procurement covering own disciplines, supplies of equipment and personnel as well as construction management. Difficulties in the performance of the aforementioned tasks may, from time to time prevent the Group from completing a project in accordance with contractual performance obligations. In projects where the Group designs and/or manufactures the products delivered (which often is the case when it comes to insulation materials) there is a risk of faulty design and manufacturing, which, in turn, could lead to the Group being responsible for significant rectification costs and other losses incurred by the customer.

Failure to complete a project in accordance with the original delivery schedule or to meet the contractual performance obligations may entitle the customer to apply contractual sanctions and cause the Group to incur financial liabilities, and/or commence legal proceedings which may have a material adverse effect on the Group's business, financial position or results of operations due to potential negative outcomes.

2.3.14 The contracts in the order backlog of the Group may be adjusted, cancelled or suspended and, therefore, the order backlog is not necessarily indicative of future operating revenues of the Group

As at 30 June 2023, the Group's order backlog totalled around NOK 7.1 billion. The Group's order backlog represents the contracted future revenue under current contracts; however, the operating revenues included in the order backlog are based on estimates. There can be no assurance that the order backlog will actually be realised as revenues in the amounts reported or, if realised, will result in profits, and the Group's order backlog may be adjusted up or down.

In accordance with industry practice, substantially all of the contracts entered into by the Group are subject to cancellation, termination and suspension at the discretion of the customer and other conditions beyond the control of the Group. In addition, many of the contracts in the current order backlog of the Group are subject to changes in the scope of services to be provided as well as adjustments to the costs relating to the contracts. For example, many of the contracts entered into by the Group are framework agreements where the scope and orders placed by the customers are uncertain, e.g. by exclusion of minimum purchase obligations and leaving scope to be performed subject to change at the customer's discretion.

Projects can remain in the order backlog for extended periods of time because of the nature of the project and the timing of the particular services required by the project. The risk of contract activities in the Group's order backlog being cancelled or suspended generally increases during periods of widespread economic slowdown. Although the frame agreements may remain in the Group's backlog, there is also a risk that the demand under the Group's frame agreements decreases. This risk is increased due to the volatility in the oil and gas markets.

2.4 Financial risks

2.4.1 Delayed payment of significant amounts payable from customers could have a material adverse effect on the liquidity of the Group

From time to time, the Group has disagreed, and may in the future disagree, with customers in respect of allocation of costs and losses in connection with cost overruns or delays in projects and in respect of variation orders, which would result in such customers delaying payment of disputed or undisputed amounts.

Especially in weak economic environments, the Group may experience increased payment delays and failures by customers due to, among other reasons, customers' reduced cash flow from operations or access to the credit markets. Due to the concentration of turnover from few customers, under few and large customer contracts, delays in payments from any of the Group's customers is likely to cause constraints on the Group's working capital, which in turn may cause members of the Group to default under other arrangements and/or agreements.

If one or more customers fails to pay significant amounts of outstanding receivables in a timely manner or at all, for any reason, this could have a material adverse effect on the Group's liquidity position as the cash or cash equivalents available to the Group may be reduced and the Group may be required to increasingly rely on its credit facilities for liquidity. All of the above could have a material adverse effect on the business, results of operations and financial condition of the Group.

2.4.2 The Group may be unable to meet its funding needs as they arise due to restrictive covenants in financing arrangements, which could have a material adverse effect on its business, results of operations and financial condition

Current and future debt financing include restrictive covenants which may restrict on-going or future capital and operating expenditure needs. Current restrictive covenants include, inter alia, restrictions on further mortgaging, borrowing, granting of financial guarantees or loans to others. Due to such restrictive covenants, the Group may be unable to obtain such funding as required to implement its growth strategies or take advantage of opportunities for acquisitions, joint arrangements or other business opportunities. Negative development in revenues or profitability or any unforeseen liabilities, changes in the timing for tax payments or for the payment of accounts payable for the Group may lead to a strained liquidity and working capital position and the potential need for additional funding through equity financing, debt financing or other means. There can be no assurance that any required funding will be available on sufficiently attractive terms, or at all. In addition, adverse developments in the credit markets or other future adverse developments, such as further deterioration of the overall financial markets or worsening of general economic conditions or adverse developments in the Group's results of operations and factors that affect such results, could affect the Group's ability to borrow additional funds as well as the cost and other terms of funding.

If the financing available to the Group is insufficient to meet its financing needs, the Group may be forced to reduce or delay capital expenditures, sell assets or businesses at unanticipated times and/or at unfavourable prices or other terms, seek additional equity capital or restructure or refinance its debt. There can be no assurance that such measures would be successful or adequate to meet the Group's financing needs or would not result in the Group being placed in a less competitive position.

2.4.3 The Group is exposed to currency risk, which could have a material adverse effect on the business, results of operations and financial condition of the Group

The Group operates globally and is exposed to currency risk on commercial transactions, assets and liabilities and investments in foreign operations. Commercial transactions, assets and liabilities are subject to currency risk when payments are denominated in a currency other than the respective functional currency of the relevant member of the Group. Foreign exchange rates could also affect the relative competitiveness of competitors of the Group located in countries that use currencies other than the Norwegian krone.

Management believes that the primary currency-related risk of the Group is, and will continue to be, the risk of reduced competitiveness for non-Norwegian krone denominated contracts in case of a strengthening of the Norwegian krone against the USD, Euro, PLN, SGD, KRW (Won) and GBP (as defined below).

The Group will from time to time use various financial instruments to hedge its exposure to foreign exchange rate risks, but there is no guarantee that the Group's financial results will not be adversely affected by currency exchange rate fluctuations or that any efforts by the Group to engage in currency hedging activities will be effective. Accordingly, fluctuations in currency rates could have a material adverse effect on the business, results of operations and financial condition of the Group.

2.4.4 Interest rate fluctuations could affect the Group's cash flow and have a material adverse effect on the business, results of operations and financial condition of the Group

The Group faces interest rate risk from borrowings and deposits with a floating rate. The Group has entered into certain hedging arrangements designed to fix or limit risk on a portion of these rates, but in the future such arrangements may not be available on commercially reasonable terms. If interest rates were to rise significantly the Group's interest expense would correspondingly increase, thus reducing free cash flow. Accordingly, fluctuations in interest rates could negatively affect the Group's business, results of operations and financial condition.

2.5 Risks related to the Shares

2.5.1 The Company's right to distribute dividends may be restricted under the terms of its financing arrangements with the Bank

Under the terms of the Company's loan agreement with the Bank, the Company's ability to distribute dividends is restricted. The Company may not distribute dividends without the prior written consent of the Bank if the Net Interest Bearing Debt to EBITDA ratio is higher than 2.25. Consequently, there is a risk that the Company may not be able to distribute dividends regardless of dividend capacity.

2.5.2 An active trading market may not develop and the Shares may be difficult to sell in the secondary market, both due to the restricted lock-up period and otherwise as a result of concentrated ownership post Admission to Trading

Although the Shares in the Company are freely transferable and have been approved for Admission to Trading, it may be difficult to sell the Shares in the secondary market. Prior to the Admission to Trading, the Shares have not been traded on any stock exchange, other regulated marketplaces or multilateral trading facilities and, accordingly there has been no public market for the Shares. If an active public market does not develop or is not maintained, shareholders may have difficulty with selling their Shares. There can be no assurance that an active trading market will develop or, if developed, that such a market will be sustained at a certain price level. The restricted lock-up period during which certain shareholders will not be able to trade in the Shares in a period following the Admission to Trading (see Section 7.4.4) may also have a negative effect on the short-term liquidity of the Shares. The Company cannot predict at what price the Shares will trade upon following the Admission to Trading, and the market value of the Shares can be substantially affected by the extent to which a secondary market develops for the Shares.

2.5.3 The Share price could fluctuate significantly

An investment in the Shares is associated with a high degree of risk, and the price of the Shares may not develop favourably. Investors may not be in a position to sell their shares quickly at the market price or at all if there is no active trading in the Shares.

The share prices of companies admitted to trading on Euronext Growth Oslo can be highly volatile, and the trading volume and price of the Shares could fluctuate significantly. Some of the factors that could negatively affect the Share price or result in fluctuations in the price or trading volume of the Shares include, for example, changes in the Company's actual or projected results of operations or those of its competitors, changes in earnings projections or failure to meet investors' and analysts' earnings expectations, investors' evaluations of the success and effects of the Company's strategy, as well as the evaluation of the related risks, changes in general economic conditions or the equities markets generally, changes in the industries in which the Company operates, changes in shareholders and other factors. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate due to factors that have little or nothing to do with the Company, and such fluctuations may materially affect the price of the Shares.

2.5.4 The exercise of options, issuance of Earn-Out Shares and other future issuances of Shares or other securities could dilute the holdings of shareholders and materially affect the price of the Shares

The Company may in the future decide to offer and issue new Shares or other securities in order to finance new capital intensive projects, in connection with unanticipated liabilities or expenses or for any other purposes. Depending on the structure of any future offering, certain existing shareholders may not have the ability to purchase additional equity securities.

In relation to the Group's acquisition of Remotion (defined in Section 6.6), certain sellers of the shares in said company have a right to a potential Earn-Out (defined in Section 6.6) payable by the Group, limited upwards to NOK 40,000,000. Settlement to partly take place in the form of shares in the Company, a maximum of 443,359 shares could be issued under the Earn-Out which will result in a maximum dilution of 1.8% of current shareholders. Please see Section 6.6 and 7.2.3 for further details regarding the Earn-Out.

After close of the Private Placement, the Group received a letter from the sellers who may be entitled to earn-out shares following the acquisition of Remotion, claiming that such sellers disagree with the maximum number of shares that could be issued under the Earn-Out. In the Company's opinion there is no merit to such claim based on the underlying agreement.

An issuance of additional equity securities or securities with rights to convert into equity could reduce the market price of the Shares and would dilute the economic and voting rights of the existing shareholders if made without granting subscription rights to existing shareholders. Accordingly, the Company's shareholders bear the risk that any issuance of additional Shares and any future offerings could reduce the market price of the Shares and/or dilute the economic and voting rights of the existing shareholders.

2.5.5 Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway

The Company is a private limited liability company organized under the laws of Norway. A majority of the members of the Board of Directors and the Management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce against such persons or the Company judgments obtained in non-Norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions.

2.5.6 Norwegian law could limit shareholders' ability to bring an action against the Company

The rights of holders of the Shares are governed by Norwegian law and by the Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritized over actions brought by shareholders claiming compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.

3 GENERAL INFORMATION

3.1 Important information

This Information Document has been prepared by the Company in connection with the Admission to Trading.

The Euronext Growth Advisors have assisted the Company in preparing the Information Document and have used reasonable efforts to ensure that the Information Document is in accordance with the content requirements set out by Oslo Børs. For the purpose of identifying such information, the Euronext Growth Advisors have engaged advisers to conduct limited due diligence investigations related to certain legal and financial matters, and had discussions and interviews with the Company's management.    

The responsibility for the accuracy and completeness of the Information Document lies with the Company. The Euronext Growth Advisors disclaim liability, to the fullest extent permitted.

Neither the Company nor the Euronext Growth Advisors, or any of their respective affiliates, representatives, advisors or selling agents, is making any representation to any purchaser of the Shares regarding the legality of an investment in the Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares.

Investing in the Shares involves a high degree of risk. See Section 2 "Risk Factors" beginning on page 5.

3.1.1 Financial information

The financial information included in this Information Document has been derived from the following (together referred to as the "Financial Information"):

• i) Audited consolidated financial statements for the Company for the two financial years ended 31 December 2021 and 31 December 2022, in accordance with IFRS as adopted by the EU, audited by Pricewaterhousecoopers AS (the "Audited Financial Statements"), attached hereto as appendix B.
• ii) Unaudited condensed consolidated interim financial statements for the Company for the three and six month periods ended 30 June 2023, with comparable figures for the same period in 2022 prepared in accordance with IAS 34 (the "Unaudited Interim Financial Statements"), attached hereto as Appendix C.

For further details on the Financial Information, please refer to Section 6 "Selected financial information".

3.1.2 Functional currency and foreign currency

In this Information Document, all references to "NOK" are to the lawful currency of Norway. The Company has NOK as functional currency and the Financial Information is presented in NOK.

3.1.3 Rounding

Certain figures included in this Information Document have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

3.1.4 Third-party information

Throughout this Information Document, The Company have used industry and market data obtained from independent industry publications, market research, internal surveys and other publicly available information. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. The Company have not independently verified such data. Similarly, whilst the Company believe that its internal surveys are reliable, they have not been verified by independent sources and the Company cannot assure you of their accuracy. Thus, the Company do not guarantee or assume any responsibility for the accuracy of the data, estimates, forecasts or other information taken from sources in the public domain. The information in this Information Document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

The Company confirms that no statement or report attributed to a person as an expert is included in this Information Document.

Unless otherwise indicated in the Information Document, the basis for any statements regarding the Group's competitive position is based on the Company's own assessment and knowledge of the market in which the Group operates.

3.1.5 Key performance indicators (KPIs)

The following key KPIs have been used by the Company in its financial reporting:

• Reduced release of microplastics in connection with surface treatment
• Reduced CO2 footprint in connection with surface treatment
• Number of new sustainable technology, materials or solutions studied, tested, developed and adopted
• Share of turnover in new and sustainable markets
• SIF (serious incident frequency) YTD
• TRIF (total recordable incident frequency) YTD
• Proportion of sick leave
• Competence development Trade certificates
• Planned supplier follow up meetings and audits
• Proportion of employees who have completed training in ethics
• Proportion of operational employees who have completed training in HSE
• Human rights due diligence assessment
• Regularly publish articles on the Company's ESG initiatives (external)
• EBITDA (Operating profit before depreciation and impairment)
• EBITDA margin (EBITDA / Revenue)
• EBITA (Earnings Before Interest, Taxes and Amortization)
• EBIT (Operating profit before financial items and taxes)
• Order Intake (New contracts signed in a period)
• Order Backlog. The order backlog consists of sales value of contracts signed. As a significant part of Beerenberg's revenue is related to framework agreements it also includes the estimated value of expected future sales value on framework agreements.
• Net working capital (total current assets cash at bank (total short term liabilities less tax payable)
• Hours produced
• LTIF (Lost Time Incidents Frequency)
• Proportion of suppliers with a ESG program
• Internal recruitment of managers
• Proportion of suppliers declaration signed (ethical guidelines/human rights policy)
• Report on ESG in quarterly and annual financial reports
• Total recordable incidents frequency (per million worked hours)

The KPIs are not measurements of performance under IFRS or other generally accepted accounting principles, and investors should not consider any such measures to be an alternative to (a) operating revenues or operating profit (as determined in accordance with IFRS or other generally accepted accounting principles), as a measure of the Group's operating performance; or (b) any other measures of performance under generally accepted accounting principles. Any KPIs presented herein or in the appendices appended hereto may not be indicative of the Group's historical operating results, nor are such measures meant to be predictive of the Group's future results.

3.1.6 Cautionary note regarding forward-looking statements

This Information Document includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "should", "will", "would" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Group's actual financial position, operating results and liquidity, and the development of the industry in which the Group operates, may differ materially from those made in, or suggested, by the forward-looking statements contained in this Information Document. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based will occur.

4 PRESENTATION OF THE GROUP

This Section provides an overview of the Group's business as of the date of this Information Document. The following discussion contains forward-looking statements that reflect the Group's plans, see Section 3.1.6 "Cautionary note regarding forward-looking statements" above, and should be read in conjunction with other parts of this Information Document, in particular Section 2 "Risk Factors".

4.1 Information about the Company

The legal and commercial name of the Company is Beerenberg AS. The Company is a Norwegian Private Limited Liability Company incorporated on 23 August 2012 and regulated by the Norwegian Private Companies Act and supplementing laws and regulations. The Company is registered in the Norwegian Register of Business Enterprises with registration number 998 789 362 and its LEI-code is 5967007LIEEXZXFUSW82.

The Company's registered office is at Kokstaddalen 33, N-5257 Kokstad, Norway, Phone: + 47 55 52 66 00, Fax: + 47 55 52 66 01. Website: www.beerenberg.com. The content of www.beerenberg.com is not incorporated by reference into, nor otherwise forms part of, this Information Document..

4.2 Legal structure of the Group

The figure below shows the legal structure of the Group.1

4.3 Overview of the Group's business

The Group is one of the leading suppliers of maintenance and modifications services on the NCS as well as a global provider of insulating products. Its expertise covers the entire life cycle of the petroleum industry from field studies and newbuilds to maintenance, modifications and lifetime extensions.

¹ All subsidiaries are fully owned except for Beerenberg Holding (Thailand) Ltd, where Beerenberg Services AS holds a direct ownership stake of 49%.

With 1,413 employees working as problem solvers for the Group's clients both in Norway and abroad, Beerenberg sees it as its duty to challenge conventional thinking in the industry through innovation and creative solutions – always focusing on improved HSEQ, productivity and consistency.

4.4 Principal activities

4.4.1 The main categories of products sold and services performed

The Group has organized its activities into the two main business units Services and Benarx. Services includes business related to the traditional services of the Group, predominantly insulation, scaffolding and surface treatment ("ISS") for MMO & large projects, which is mainly related to major framework contracts. Benarx includes business involving production of insulation materials and related subsea insulation business.

Services accounted for 93% of revenues in 2022, and Benarx accounted for 7% of revenues in 2022.

Services

Services has the overall responsibility for the Group's newbuild, maintenance and modifications contracts. Alongside the ISS disciplines (insulation, scaffolding and surface treatment), the business unit also covers passive fire protection, technical cleaning, rope access techniques, architectural outfitting services and the cold work concepts Sveisolat (habitats) and cold cutting/mobile machining.

Services' main business areas have been divided into two main segments:

• Maintenance, Modifications & Operations (MMO)
• New Build & Modification Projects (Major Projects)

The two business segments are designed to meet future demand on the NCS and in the petrochemical industry. As well as direct maintenance contracts on installations and plants in operation, the Group is also involved in business concepts aimed at modification projects and newbuilds in the oil and gas sector.

As a supplement to the traditional ISS disciplines, the Group also delivers a range of technology-driven additional services whose innovative approach helps to ensure effective, consistent and HSEQ-friendly operation.

The Group's engineering services are an integrated part of the Group's overall service concept. The Group has extensive experience of studies, FEED, pre-engineering, fabrication engineering and as-built from a number of developments and installations in Norway and abroad. The Group's expertise includes design, specifications and, modelling, technical drawing, working documents, documentation, plans and methods, inspections and other field engineering, and as-built.

Benarx

The business segment Benarx is responsible for the design and manufacturing of a complete range of insulation and fire protection products. This involves deliveries of everything from advanced proprietary products to traditional solutions and bulk insulation products. The business segment has also highly skilled professionals to assist in the actual installation process – something which is particularly important in the case of subsea insulation.

The Benarx product series is the Groups's proprietary range of industrialised insulation solutions for passive fire protection and thermal and acoustic insulation. The Group's ambition is for the products to be cost effective, space-saving and weight-reducing. The Company has a cooperation agreement with Akzo Nobel and cooperate closely with other key clients and suppliers as well as institutions such as SINTEF, DNV, GL, the National Institute of Technology, CRM, GexCon and Lloyds. The solutions have been tested and approved according to all relevant specifications/standards.

Over the past decade the Benarx product series has assumed a strong position on the Norwegian Continental Shelf (NCS). In recent years the Group has widen the target market for its products, and are experiencing significant global growth, especially in South Korea and Singapore. The manufacturing of the Group's products in Poland has proved to be a big success. Quality and productivity have continued to improve, while costs have been reduced.

In addition to the factory in Poland, the Group has also established a factory in Thailand in order to stay close to the growing volume of work in the region.

4.5 History and development

The Group was founded in 1977 by entrepreneurs Arne Dalseide and Svein Fløysand at a time where traditional shipbuilding was one of the main industries along the west coast of Norway. The Group's industrial adventure began primarily with surface treatment contracts at many of these yards.

Year Main Events Foundation of the Beerenberg business under the name Dalseide & Fløysland Group. Until the 1990s, the Group's main activity was sandblasting. Launch of Habitat Solutions (Sveisolat) Launch of Engineering and Inspection Launch of Benarx

The table below provides an overview of key events in the history of the Group:

2006	Hercules Private Equity acquires the Group and D&F Green Decom was founded
2006	Beerenberg Holding AS was incorporated (holding company)
2007	Bjørge Norcoat AS was acquired from Bjørge ASA
2008	Launch of Beerenberg name and profile
2009	Launch of Mobile Machining and Abandonment
2012	Beerenberg AS was incorporated (holding company)
2013	The Group was acquired by Segulah
2014	Establishment of subsidiary in Singapore
2015	Establishment of Benarx Solutions AS (for Benarx products)
2015	New production plant and subsidiary established in Poland
2016	New production plant established in South Korea
2017	Acquisition of Beerenberg Industri AS (formerly Vetlesen Stillas AS)
2018	New CEO, Arild Apeltun
2019	Merger of Beerenberg Services AS and Benarx Solutions AS
2020	New CFO, Harald Haldorsen
2020	Establishment of DSL Beerenberg Ltd in Thailand, a JV with DSL
2020	New production plant established in Thailand
2022	Acquisition of Remotion
2023	Establishment of subsidiary
2023	Refinancing of bond
2023	The Private Placement
2023	The Admission to Trading

4.6 Vision and strategy

Vision

The Group's vision commits the corporation and all of its employees to seek solutions that exceed the expectations of the wider world. The Group shall be inclusive towards individuals, other companies and society as a whole. An open and accommodating attitude shall prevail throughout the Group. The Group's ability to be innovative will help safeguard our own future, improve conditions for the local environment and generally help create positive social development. A responsible attitude shall prevail in the Group at all levels and in all contexts.

Strategy

The Group's strategy plan provides a framework for the Group's development up until 2025. The Groups priorities in the period includes invest in people, invest in sustainability and invest in technology. This means to invest in people skills and expertise and to create engagement. The Group also strive to have the industry best HSE performance. The Group will also invest in sustainability which means to innovate products and services that will contribute to emission reductions including new technologies.

The strategic targets for the Group are:

• achieve industry best HSE performance;
• increase market share in core markets;
• expand the Group's business outside O&G; and
• EBITDA margin to be at least 10% of turnover.

The strategic priorities of the Group to meet its targets are the following:

• invest in people, where the Group ensures that its people can develop their expertise, and ensure that employees have opportunities to develop within the Group;
• invest in sustainability to ensure that the Group improves its environmental footprint and adhere to international standards for transparency and governance; and
• invest in technology where the Group continuously adopts new technology for its business to improve sustainability, productivity, and safety.

To grow the business outside O&G the Group aims to:

• invest in control of materials in existing insulation products that has a potential for cross over to other markets outside O&G;
• invest in business that has products/services in other markets than O&G, but still has synergies with the Group's core business; and
• invest in business that has technology or methods that are or can be applied in non-O&G segments.

The Group is exploring additional opportunities within two of the Group's focus areas, in particular.

The aerogel market is expected to grow over the coming years. Aerogel is a synthetic porous, ultralight material derived from a gel. It has an extraordinarily low density (70% thinner) and exceptionally low thermal conductivity and can carry up to 2,000 times its own weight. Aerogel is a preferred insulation product in thermal, CUI prevention and fire protection applications for Oil & Gas industry.

The Group has prospects in other industries such as building insulation and battery pack protection in electric vehicles. The aerogel market is expected to grow significantly in the coming years, both within and outside of the oil and gas sector.

Another opportunity the Group is actively pursuing is the development of robotic surface treatment. Robotic surface treatment is an area the group has been working on for several years. The acquisition of Remotion, combined with the Group's expertise in surface treatment, is expected to drive rapid growth in this field, particularly in the relatively new area of surface treatment on FPSOs, providing the Group with opportunities for significant expansion.

The Group faces challenges from changing policies of governments subject to increasing pressure to decarbonize the economy. Changes in policy may lead to a decreasing demand for oil and gas in the future, but this is also expected to open up opportunities for the Group in the future in the form of projects related to the electrification of the NCS as well as the utilization of our resources and expertise in sustainable alternatives such as wind power.

4.7 Principal markets

4.7.1 Introduction

The key market for the Group's business is the oil & gas market on the NCS. From the beginning of 2023 until 30 June 2023, 91% of the total Group's sales originate from clients on the NCS. As a consequence, the operational and investing activity in this area is of great importance for the Group.

The market for oil services has been challenging for several years. After the oil price drop in 2014, E&P companies reduced both operational expenditure (opex) and capital expenditure (capex) significantly over the next years. In the start of 2020, the Covid-19 pandemic lead to further investment hesitations, as global demand was uncertain. However, during the pandemic recovery, global demand increased rapidly, which drove demand for further offshore investments. Following the Russian invasion of the Ukraine in February 2022, oil and gas deliveries from Russia stopped, which made Norway the biggest European exporter of oil and gas. The following European energy crisis reinforced the need for a stable supplier of oil and gas to Europe.

The certain supply shortage combined with the global economic recovery drove oil prices well above 100 USD during the summer of 2022. In addition, lower break-even costs from the years after the oil crisis in 2014, have made projects increasingly profitable. Combined, this increased activity on the NCS. As the Norwegian Ministry of Petroleum and Energy approved 19 projects in June 2023, the ISS-market is on track to expand significantly over the next few years2. To keep production and reserve replacement ratio at stable levels and keep facilities in accordance with the strict regulations, capex and opex are expected to increase.

4.7.2 Insulation, Scaffolding, and Surface treatment (ISS)

The ISS services are mainly provided during the construction (capex) and production (opex) parts of the value chain for oil & gas production. The addressable ISS market on the Norwegian Continental Shelf is determined by the level of on-going maintenance plus one-off revenues relating to construction, modifications and decommissioning on platforms and installations. The driver for the on-going maintenance market is the opex among the oil & gas operators in the NCS. The activity level within major projects relating to construction, large modifications and decommissioning is driven by the capex investments by the oil & gas operators. The on-going maintenance market is more robust towards short-term developments in the oil price compared to the construction and larger modification market.

Source: Rystad Energy ASA. The graph shows the Norwegian ISS market.

² Norwegian Government Security and Service Organisation (2023).

The ISS market is forecasted to grow by approximately 10% between 2023-20263 . The MMO frame agreements is mainly driven by (i) installations of new facilities and (ii) increase in opex spending and production assets. This market is estimated to grow approximately 4% due to the overall market expansions due to the market conditions discussed above. The newbuild projects are expected to grow significantly following the sanctioning of new offshore oil and gas projects approve in June 2023. The modification projects are estimated to have the strongest growth over the next years, primarily due to a strong growth in brownfield capex spending. Project sales are generated through the three other segments and therefore follow their market forecasts.

4.7.3 Benarx

Benarx insulation products and services to the oil & gas industry and constitutes approx. 10% of the Group's 2022 total revenue. The addressable market for the Benarx insulation products and subsea solutions can be divided into three sub-segments: 1) Insulation products provided to the oil & gas industry on the Norwegian Continental Shelf in connection with ISS services. 2) Insulation products sold to yards in Korea and Singapore, building topside equipment on contract from oil & gas operators globally. 3) Subsea insulation application services, globally. In general, Benarx's revenue is more elastic with respect to the oil price compared to the services segment, as more of Benarx's sales relates to capex driven projects. New, large capex driven projects are in general more sensitive to changes in the oil price as the net present value of the investment decision.

4.8 Competitive landscape

The Norwegian Insulation, Scaffolding, and Surface treatment market is a highly competitive market characterized by many smaller suppliers of specialized services. As a result, there are relatively few players offering a broad set of products and services, to capitalize on several parts of the value chain. The Group faces steep competition in each individual market segment. The Group is however among few suppliers of bundled services, making the large-scale ISS market less competitive.

The Group is one of the largest ISS players in the Norwegian oil & gas market. The other main suppliers of ISS services on the NCS include Kaefer Energy, Bilfinger and Prezioso Linjebygg. For the Benarx business segments, the Group divides its main competitors into the following services:

Products and associated services:

• Major ISS Companies (Bilfinger, Kaefer, Altrad)
• Niche products providers (typically Gardion, AIS, Stenca)
• Alternative solutions (wet applied PFP, traditional insulation systems)
• Local ISS or insulation installers delivering both materials and installation)

Subsea

• Global producers and installers of subsea material (AIS, Brederoshaw, SAS)

4.9 Material agreements outside the ordinary course of business

Apart from the acquisition of Remotion (as defined in Section 6.6 "Material investments of the Group") neither the Company nor any other Group company has entered into any material agreements outside the ordinary course of business or other agreements containing rights or obligations of material importance to the Group.

³ Rystad Energy and company estimates (2023).

4.10 Dependency on contracts, patents, licenses, trademarks, etc.

Neither the Company nor any other Group company has any business-critical patents or licenses and the Company considers that its current business and activities are not dependent on any single industrial, commercial or financial contract.

4.11 Related Party Transactions

The Group has not carried out any related party transactions during the periods covered by the historical financial information included in this Information Document and up until the date of this Information Document.

4.12 Legal and arbitrational proceedings

On 18 January 2023, an incident occurred during the installation of scaffolding at Mongstad. See Section 2.3.8 "Offshore operation sites are inherently dangerous workplaces, and failure by the Group to maintain safe work sites could have a material adverse effect on its business, reputation, results of operations and financial condition" for more information.

Except as set out above, neither the Company, nor any other company in the Group is, nor has been, during the course of the preceding 12 months involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Company's and/or the Group's financial position or profitability, and the Company is not aware of any such proceedings which are pending or threatened.

5 ORGANIZATION, THE BOARD OF DIRECTORS AND MANAGEMENT

5.1 Introduction

The overall management of the Company is vested in the Board of Directors and the Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company's business, ensuring proper organization, preparing plans and budgets for its activities, ensuring that the Company's activities, accounts and asset management are subject to adequate controls and undertaking investigations necessary to perform its duties.

The Management is responsible for the day-to-day management of the Group's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Company's Chief Executive Officer is responsible for keeping the Company's accounts in accordance with prevailing Norwegian legislation and regulations and for managing the Group's assets in a responsible manner. In addition, the Company's Chief Executive Officer must, according to the laws of Norway, periodically brief the Board of Directors about the Company's activities, financial position and operating results.

5.2 The Board of Directors

5.2.1 Overview

Upon Admission to Trading, the Board of Directors will consist of 5 members. The names and positions of these Board Members are set out in the table below:

Name	Position	Served since	Term expires	Shares
Geir Magne Aarstad 1)	Chairperson	2021	2024	50,472
Edvard Sebastian Ehrnrooth 2)	Board Member	2013	2024	100,000
Hilde Drønen	Board Member	2018	2024	N/A
Morten Haakon Walde 3)	Board Member	2018	2024	50,907
Espen Selvikvåg Berge 4)	Board Member	2023	2024	N/A

1) Indirect ownership via GRAA AS

2) Indirect ownership via AB Gurkmejan

3) Indirect ownership via Mowin AS

4) Appointed with effect from the Admission to Trading

The Company's registered business address, Kokstaddalen 33, 5257 Kokstad, Bergen, serves as business address for the members of the Board of Directors as regards their directorship in the Company.

5.2.2 Brief biographies of the Board of Directors

Set out below are brief biographies of the Board Members, including their managerial expertise and experience, in addition to an indication of any significant principal activities performed by them outside of the Company.

Geir Magne Aarstad, Chairman of the Board

Geir Magne Aarstad has a long and broad experience from the construction industry, not least through his many years at Skanska where Aarstad was CEO from 2004 to 2009. He then took over as CEO of the Saudi company Al Rajhi Contracting. Since 2011, Aarstad has prioritized board positions. Today, Aarstad is involved in a number of boards including Nordic Concrete Group, Stangeland Gruppen and Teqva Gruppen.

Current directorships and management positions: …………………	GRAA AS, Chair and partner Teqva Gruppen AS, Chair Stangeland Gruppen AS, Chair Ølen Betong AS, Chair Insenti AS, Chair Feiring AS, Board member Hellvik Gruppen AS, Chair Naboen AS, Chair SartorDrange AS, Chair Nordic Concrete Group AS, Board member Brekke & Strand Akustikk AS, Chair Køhler Eiendom AS, Chair

Previous directorships and management positions last five years: None

Edvard Sebastian Ehrnrooth, Board Member

Edvard Sebastian Ehnrooth is the investors representative and senior advisor at Segulah Advisor AB. Prior to the role as senior advisor in Segulah Advisor AB, Ehrnrooth served as chairman of the board, managing partner and partner for a total of 20 years. Ehrnrooth was also formerly Deputy CEO of CityMail, project manager at Bain & Company and sales manager at Motorola. Ehrnrooth holds board room positions at KP Components and AB Gurkmejan.

Current directorships and management positions: …………………	Segulah Advisor AB, Senior advisor BS Kemi AB, Board member Oy Flinkenberg AB, Board member AB Gurkmejan, Chair KP Komponenter A/S, Chair Topformula Sweden AB, Chair
Previous directorships and management positions last five years:	Segulah Advisor AB, managing partner

Hilde Drønen, Board Member

Hilde Drønen holds a master degree from Business School of Management and a MBA from Norwegian School of Economics. Drønen has been the CFO of DOF ASA (today DOF Group ASA) since 2004. Drønen held the position as CFO in Bergen Yards from 2002 to September 2004 and has before that held various senior positions in the Møgster Group. Drønen has more than 30 years of experience within the oil and gas industry and has served as director in several external companies mainly in the energy sector. Drønen is currently a board member in BWE Energy Ltd.

Current directorships and management positions: …………………	DOF GROUP ASA, CFO DOF Subsea AS, Board member BW Energy Limited, Board member Austevoll Seafood ASA, Chair – Nomination committee
Previous directorships and management positions last five years:	Statkraft AS, Board member

Morten Haakon Walde, Board Member

Morten Haakon Walde, President & CEO in TS Group, has more than 25 years of experience from various operational- and strategic positions in the international oil& gas industry. Walde was formerly President & CEO in Beerenberg (2008-2018) and holds several non-executive positions in different branches today

Current directorships and management positions: ………………….. TS Group AS, President & CEO Mowin AS, Chair TS Site Services AS, Chair

Previous directorships and management positions last five years: TS Group AS, Board member

Beerenberg AS, President & CEO Altus Intervention, Board member Mechanical Support AS, Chair Mechanical Support Sweden AB, Chair Pro Well Plan AS, Board member Pinovo, Board member Global Maritime, Board member

Espen Selvikvåg Berge, Board Member

Espen S. Berge is CIO and partner at Camar AS. He holds more than 20 years of experience from the capital markets working across various industries. Previous work experience includes Køhlergruppen, Swedbank First Securities and EY. Berge holds an MSc in Finance and Investment, University of Exeter.

Current directorships and management positions: …………………	Camar AS, CIO/Partner Stavanger Energy Trading, Board member Cfph AS, Board member Global Infrastruktur I AS, Board member Global Infrastruktur 2007 AS, Board member Global Infrastruktur AB, Board member Global Infrastruktur 1 AB, Board member Piren Invest AS, Chair Piren Holding AS, Chair
Previous directorships and management positions last five years:	Prime property Kroatia AS, Board member Bekk og Strøm AS, Board member Peanuts AS, Board member Endur ASA, Board member Scana ASA, Board member Global Infrastruktur AS, Board member Scherer AS, Board member Boligutleie Holding 2 AS, Board member

5.3 The Management

5.3.1 Overview

As of the date of this Information Document, the Management consists of the following persons:

Name	Position	Employed since	Shares
Arild Apelthun	CEO	2014	72,273
Harald Haldorsen	CFO	2020	42,447
Gro Hatleskog	EVP, Business Support	2015	44
Roger Kjeilen 1)	EVP, Tender and Sales	1996	45,252
Toni Suomäki	EVP, MMO	2007	N/A
Nils Halvor Berge	EVP, New Build and Modification Projects	2009	N/A
Kjetil Stöckel-Kvamme	EVP, Technology	2015	N/A

1) Indirect ownership via Kjeilen Invest AS

The Company's registered business address, Kokstaddalen 33, 5257 Kokstad, Bergen, serves as business address for the members of the Management as regards their positions with the Company.

5.3.2 Brief biographies of the members of the Management

Set out below is a brief biography of the member of the Management:

Arild Apelthun, CEO

Arild Apelthun has been CEO since June 2018. Apelthun joined Beerenberg in 2014 and was previously the CFO of the company. Apelthun has a background as CFO of TTS Group and subsidiaries in Aker Solutions in USA and Europe. Apelthun holds a Master of Science in Business (Siviløkonom) from Bodø Graduate School of Business.

Current directorships and management positions: ………………….. Beerenberg AS, CEO Previous directorships and management positions last five years: Beerenberg Services AS, CFO

Harald Haldorsen, CFO

Harald Haldorsen joined Beerenberg as CFO in March 2020. Haldorsen has extensive experience within finance and controlling activities. Prior to joining Beerenberg Haldorsen worked as the CFO at Strømberg Gruppen AS for more than 12 years. Prior to this, Haldorsen has held positions in Centragruppen and Arthur Andersen & Co. Haldorsen holds a Master in Business and Economics degree from the Norwegian School of Economics (NHH) in Bergen.

Current directorships and management positions: …………………	Beerenberg AS, CFO Sognnes Holding AS, Board member Beerenberg Industri AS, Board member Møkster Næringspark AS, Board member Remotion AS, Board member
Previous directorships and management positions last five years:	Strømberg Gruppen AS, CFO

Gro Hatleskog, EVP, Business Support

Gro Hatleskog has been EVP Business Support since March 2015. Hatleskog held the same position in the company from 2009–2011. Hatleskog has extensive and wide-ranging experience as an HR and staff director at Vesta Forsikring, Sparebanken Vest and Nera Telecommunications. Hatleskog has a Master's Degree in Administration and Organisation Theory from the University of Bergen.

Current directorships and management positions: …………………	Beerenberg Services AS, EVP Business Support
Previous directorships and management positions last five years:	Backer Group AS, Board member

Roger Kjeilen, EVP, Tender and Sales

Roger Kjeilen has been EVP Tender since 2018, responsible for tender and marketing activities in the Beerenberg Group. Kjeilen joined the company in 1996 and has held several leading positions in Beerenberg. Kjeilen has a Master of Science (Sivilingeniør) from Norwegian University of Science and Technology (NTNU).

Current directorships and management positions: …………………	Beerenberg Services AS, EVP Tender and Sales Beerenberg Industri AS, Board member Kjeilen Invest AS, Chair
Previous directorships and management positions last five years:	None

Toni Suomäki, EVP, MMO

Toni Suomäki has been EVP MMO since June 2018. Suomäki started in Beerenberg in 2007 and has held a number of key positions in the company, mainly related to operations and project management. Suomäki has long experience in oil service from various companies before joining Beerenberg. Suomäki holds a Bachelor in Economics and Management from BI.

Current directorships and management positions: …………………	Beerenberg Services AS, EVP, MMO Remotion AS, Chair
Previous directorships and management positions last five years:	Beerenberg Services AS, VP Offshore

Nils Halvor Berge, EVP, New Build and Modification Projects

Nils Halvor Berge has been in Beerenbergs Management team since April 2016. Berge joined the company in 2009, and has been project manager both at Kårstø and at Nyhamna EPCm project. Prior to Beerenberg, Berge served as sports director and general manager at FK Haugesund for 12 years. Berge qualified as a teacher at Sogn og Fjordane University College.

Current directorships and management positions: …………………	Beerenberg Services AS, EVP, New Build and Modification Projects
Previous directorships and management positions last five years:	Beerenberg Services AS, EVP, MMO

Kjetil Stöckel-Kvamme, EVP, Technology and Development

Kjetil Stöckel-Kvamme started in Beerenberg in 2015, and has held several management roles, including manager of Beerenberg Industri in Skien. He has previous experience as a project manager in OneSubsea, and has worked in the oil and gas industry since 2006. Stöckel-Kvamme holds a Bachelor in Chemical Process Engineering at Norwegian University of Applied Sciences.

Current directorships and management positions: …………………	Beerenberg Services AS, EVP, Technology and Development Beerenberg Industri AS, Chair
Previous directorships and management positions last five years:	Beerenberg Industri AS, General Mananger

5.4 Benefits upon termination

In the event of termination by the Company, the Company's EVP Business Support and EVP Tender shall be entitled to six months' severance pay.

No other members of the Board of Directors or Management are entitled to benefits upon termination.

5.5 Arrangements for involving the employees in the capital of the Company

Subsequent to the Admission to Trading, the Company expects to implement an incentive program for certain executive personnel and other key employees on customary market terms and conditions, also including with respect to maximum dilution from the exercise of financial instruments under any future incentive programs.

5.6 Employees

As of 30 June 2023, the Company had 1413 full-time employees. Of the 1413 employees, 1301 are located in Norway, and 112 are located in subsidiaries abroad.

5.7 Corporate governance

The Board of Directors has a responsibility to ensure that the Company has sound corporate governance mechanisms. The Company is not listed on a regulated market and thus not subject to mandatory corporate governance codes. Trading in the Shares on Euronext Growth Oslo does not require implementation of a specific corporate governance code, such as the Norwegian Code of Practice for Corporate Governance (the "Code"). However, as the Company recognizes the importance of, and is committed to, maintaining good corporate governance across the Group, it voluntarily chooses to comply with most of the relevant provisions set out in the Code.

It is the opinion of the Board of Directors that the Company, subject to the following exceptions, complies with the Code at the date hereof:

• Annual general meeting: The Board of Directors has not seen it as necessary to develop additional guidelines beyond what is described in the legal framework (the Norwegian Private Companies Act)
• Nomination committee: The Board of Directors has not seen it as necessary to appoint a nomination committee.
• Takeover: Guidelines relating to takeover have not been established. The Board of Directors has not seen the need to establish guidelines in case of a takeover.
• Auditor: The Board of Directors has not seen it as necessary to establish additional guidelines on the use of auditor.

5.8 Committees

The Board of Directors has appointed an audit committee and established guidelines for the work. The members of the audit committee are:

• Hilde Drønen, Chairman of the committee
• Morten Haakon Walde

The Company does not have a nomination committee or compensation nominee.

5.9 Conflicts of interests etc.

Board Member Hilde Drønen was the acting CFO in DOF ASA, where bankruptcy proceedings were initiated by Hordaland district court's ruling in February 2023.

Beside the matter described above, during the last five years preceding the date of this Information Document, no member of the Board of Directors or the members of the Management has, or had, as applicable:

• i) any convictions in relation to indictable offences or convictions in relation to fraudulent offences;
• ii) received any official public incrimination and/or sanctions by any statutory or regulatory authorities (including designated professional bodies) or was disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or

been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his or her capacity as a founder, director or manager of a company.

Edvard Sebastian Ehrnrooth represents majority shareholder Segulah at the Board of Directors and Espen Selvikvåg Berge (appointed as Board Member with effect from the Admission to Trading) represents majority shareholder Camar AS. These Board Members are therefore not considered to be independent of the Company's major shareholders.

The CEO and the CFO are both entitled to a bonus from the Company due to the successful IPO. Such bonus is to be reinvested into Shares in the Company in connection with the Admission to Trading.

Other than that, the Company is not aware of any actual or potential conflicts of interests between the Company and the private interests or other duties of the members of the Board of Directors or the Management. There are no family ties between any of the members of the Board of Directors and/or the members of the Management.

6 SELECTED FINANCIAL INFORMATION

6.1 Introduction

The following selected financial information has been extracted from the Company's audited consolidated financial statements for the two financial years ended 31 December 2021 and 31 December 2022, and the unaudited condensed consolidated interim financial statements for the three and six month periods ending 30 June 2022 and 2023.The Financial Statements are included herein as Appendix B and Appendix C.

6.2 Summary of accounting policies and principles

The Audited Financial Statements have been prepared in accordance with IFRS as adopted by the EU, and the Unaudited Interim Financial Statements have been prepared in accordance with IAS 34.

For more information regarding accounting policies and the use of estimates and judgements, please refer to note 3 in the Audited Financial Statements and the Unaudited Interim Financial Statements.

6.3 Independent auditor

The Company's independent auditor is Pricewaterhousecoopers AS, with business registration number 987 009 713 and registered address Dronning Eufemias gate 71, 0194 Oslo, Norway. The partners of Pricewaterhousecoopers AS are members of the Norwegian Institute of Public Accountants (Nw.: Den Norske Revisorforening).

Pricewaterhousecoopers AS has been the Company's independent auditor since 2013.

Other than the Audited Financial Statements, Pricewaterhousecoopers AS has not audited, reviewed or produced any report on any other information provided in this Information Document.

6.4 Selected Financial Information

6.4.1 Consolidated statement of income

The table below sets out selected data from the Company's consolidated income statement as derived from the Unaudited Interim Financial Statements and the Audited Financial Statements.

Consolidated Income Statement
Amounts in NOK million	Six month period ended 30 June 2023	Six month period ended 30 June 2022	Year ended 31 December 2022	Year ended 31 December 2021
Operating revenue	1 150.2	1 112.0	2 221.9	2 136.0
Operating expenses	1 051.4	1 026.9	2 041.9	1 919.6
EBITDA	98.8	85.1	180.0	216.5
Depreciation	29.7	26.8	56.7	49.1
EBITA	69.1	58.3	123.3	167.4
Amortisation	8.4	7.9	25.2	14.3
Operating profit (EBIT)	60.6	50.4	98.1	153.1
Finance costs - net	35.3	35.6	78.7	82.2
Profit before tax (EBT)	25.3	14.7	19.4	70.9
Income Tax expense	5.6	3.8	0.0	14.4
Net profit	19.7	11.0	19.4	56.4

6.4.2 Consolidated statement of financial position

The table below sets out selected data from the Company's consolidated statement of balance sheet as derived from the Unaudited Interim Financial Statements and the Audited Financial Statements.

Consolidated Balance Sheet
			As of 31 December	As of 31 December
Amounts in NOK million	As of 30 June 2023	As of 30 June 2022	2022	2021
Intangible assets	44.1	42.3	52.1	19.2
Goodwill	782.8	782.8	782.8	782.8
Property, plant and equipment	258.2	208.2	210.0	208.3
Financial fixed assets	15.3	28.1	14.3	20.2
Deferred tax assets	0.0	0.0	0.0	3.0
Total non-current assets	1 100.4	1 061.4	1 059.2	1 033.6
Inventory	105.5	78.7	93.9	77.8
Accounts receivables from customers	245.8	468.5	261.7	306.4
Earned, not invoiced accounts receivables	122.3	92.8	215.9	195.2
Other receivables	41.3	32.9	41.9	23.7
Cash at bank	184.2	42.2	113.3	193.3
Total current assets	699.2	715.1	726.7	796.4
TOTAL ASSETS	1 799.6	1 776.5	1 785.8	1 830.0
Share capital	26.7	26.7	26.7	26.7
Share premium	240.3	240.3	240.3	240.3
Other equity	325.9	294.5	302.3	279.5
Non controlling interests	-2.1	-0.6	-0.5	-0.1
Total equity	590.8	560.9	568.8	546.4
Pension liabilities	21.0	18.8	19.3	17.3
Deferred tax liabilities	4.4	2.0	0.0	0.0
Interest bearing long-term liabilities	72.5	647.5	26.1	665.2
Total non-current liabilities	98.0	668.3	45.4	682.5
Interest bearing short-term liabilities	661.8	82.3	680.0	78.9
Supplier liabilities	119.5	156.1	133.9	188.0
Tax payable	-0.4	7.2	9.4	18.5
Social Security, VAT and other taxes	82.7	80.5	83.5	91.0
Other short-term liabilities	226.9	199.4	242.7	203.2
Warranty liabilities	20.3	21.8	22.2	21.5
Total Current Liabilities	1 110.8	547.4	1 171.6	601.1
TOTAL EQUITY & LIABILITY	1 799.6	1 776.5	1 785.8	1 830.0

6.4.3 Consolidated statement of cash flow

The table below sets out selected data from the Company's consolidated cash flow statement as derived from the Unaudited Interim Financial Statements

Consolidated Statement of cashflow
Amounts in NOK million	Six months period ended 30 June 2023	Six months period ended 30 June 2022
EBITDA	98.8	85.1
Taxes paid	-10.3	-13.1

Change in net working capital	67.4	-118.8
Changes to other time restricted
items	3.9	2.9
Net Cash flow from operating
activities	159.8	-43.9
Capex	-21.1	-13.9
Acquisition of shares in subsidiary	0.0	-25.2
Net cash flow from investing
activities	-21.1	-39.1
Net repayment of interest bearing
debt	-7.6	-30.1
Changes in non-controlling interests	0.0	0.0
Net interest paid	-60.2	-38.1
Net cash flow from financing
activities	-67.8	-68.2
Total cash flow	70.9	-151.2
Opening balance net bank
deposits	113.3	146.2
Closing balance net bank deposits	184.2	42.2

The table below sets out selected data from the Company's consolidated cash flow statement as derived from the Audited Financial Statements.

Consolidated Statement of cashflow
Amounts in NOK million	Year ended 31 December 2022	Year ended 31 December 2021
Result for the period before tax	19.4	70.9
Tax paid for the period	-19.8	-15.6
Gains/losses from sales of fixed
assets	-0.1	-2.9
Depreciation, write-down and
amortisation	81.9	63.4
Changes to inventory	-16.0	-11.5
Changes to accounts receivable
from customers	44.7	-56.8
Changes to supplier liabilities	-54.1	52.7
Difference between expensed and
paid-in/out pension premium	1.3	1.5
Changes to other time restricted
items	-6.2	7.7
Net cash flow from operating
activities	50.9	109.4
Incoming payments from the sale of
tangible and intangible fixed assets	0.7	3.2
Outgoing payments from acquisition
of tangible and intangible fixed
assets	-37.2	-42.7
Net cash effect from acquisition of
subsidiary	-25.2	0
Net cash flow from investment
activities	-61.7	-39.5
Outgoing payments on lease
liabilities	-15.7	-15.9

Incoming payments on long-term
loans	0	50.0
Outgoing payment on long-term
loans	-53.6	-50.8
Payments from entry of non
controlling interests	0	0.4
Net cash flow from financing
activities	-69.3	-16.3
Total cash flow	-80.1	53.6
Opening balance net bank
deposits	193.3	139.7
Closing balance net bank
deposits	113.3	193.3

6.4.4 Consolidated statement of changes in equity

The table below sets out selected data from the Company's consolidated of changes in equity as derived from the Unaudited Interim Financial Statements and the Audited Financial Statements.

Amounts in NOK million	Share capital	Share premium	Conversion reserve	Hedging reserve	Retained earnings	Equity attributable to parent Company	Non Controlling interests	Total equity
01 January 2021	26.7	240.3	2.3	-0.90	217.6	486.1	0.8	486.9
Net profit 2021					57.8	57.8	-1.3	56.4
Other comprehensive income			-3.4	6.1		2.7		2.7
Changes in non controlling interests							0.4	0.4
Equity as per 31.12.2021	26.7	240.3	-1.0	5.2	275.4	546.5	-0.1	546.4
Net profit 2022					19.8	19.8	-0.4	19.4
Other comprehensive income			-1.1	4.1		2.9		2.9
Changes in non controlling interests
Equity as per 31.12.2022	26.7	240.3	-2.2	9.3	295.2	569.3	-0.5	568.8
Net profit six months ended 30 June 2023					21.3	21.3	-1.6	19.7
Other Comprehensive Income			5.4	-3.1		2.3		2.3
Changes in non controlling interests
Equity as per 30.06.2023	26.7	240.3	3.3	6.1	316.5	592.9	-2.1	590.8

6.5 Material transactions of the Group

The Group has not carried out any transactions after 31 December 2022 that represent a change of more than 25% in its total assets, revenue or profit or loss.

6.6 Material investments of the Group

The Group has carried out one acquisition in the last two years. At 1 April 2022, the purchase of 100% of the shares in the company Remotion AS (org.nr 915 026 451) ("Remotion"), by the Group company Beerenberg Services AS, was finalized. Remotion is a company which main business is development, rental and operation of robotic solutions mainly to the Oil and Gas Industry. The company is based in Sandnes, Norway.

The rationale for the acquisition was to implement Remotion's robotics solutions in the Group's project execution models to further develop more environmental solutions. The cash payment for the equity was NOK 25,000,000. Main assets in Remotion were fixed assets of NOK 19 million, mainly in-house developed robots and accounts receivables and other receivables of NOK 4 million. Main liabilities were loans of NOK 10,000,000 and vendor debt of NOK 4,000,000.

In addition to the payment for the equity, it was determined that the sellers of the shares in Remotion shall have a right to a potential Earn-Out payable by the Group company Beerenberg Services AS, limited upwards to NOK 40,000,000 (the "Earn-Out"). The Earn-Out shall be based on Remotion's combined EBITDA for the financial years ending 31 December 2022 and 31 December 2023. Furthermore, it was determined that the Earn-Out shall be allocated on a pro-rata basis pursuant to each seller's portion of ordinary shares in Remotion as at the closing date. The Group company Beerenberg Services AS shall prepare and present to the seller's a calculation of the Earn-Out payable within ten (10) business days following adoption of the 2023 annual accounts by the general meeting of Beerenberg Services AS. The Earn-Out shall be settled by the Group company Beerenberg Services AS within twenty (20) business days following the 2024 annual general meeting, unless the subject matter within such date has been referred to an independent expert, i.e. a partner in a Big4 auditor firm of chartered accountants, such partner being independent of the parties and/or their affiliates, and in the absence of agreement, all relevant parties acting reasonably, such partner to be nominated by the chairman of the Norwegian Bar Association. The settlement will take place in the form of Shares and cash.

A purchase price allocation analysis in connection to the acquisition has been carried out. The conclusion is an allocation of excess value to technology linked to the development of robotic solutions of NOK 53,000,000 and deferred tax of NOK 11,000,000. The estimation of value of technology is based on expected revenues from the use of robotics in the Group's current contracts in addition to new business opportunities for the Group. The excess value allocated to technology is amortized over 5 years.

Except as set out above, neither the Company, nor any other company in the Group has, during the period covered by the Financial Statements and up to the date of this Information Document carried out any material investments.

6.7 Significant change in the financial position of the Group

Besides from the changes set out in Section 6.8 "Material borrowings and financial commitments" below, there has been no significant change in the financial or trading position of the Group since 30 June 2023.

6.8 Material borrowings and financial commitments

The Company has a loan facility arrangement with Sparebank 1 SR- Bank (the "Bank"), the terms of which are laid down in a "Term Sheet" dated 29 June 2023 and made between the Company (as borrower), the Bank (as lender), certain of the Company's subsidiaries (as co-borrower and/or security provider), and the Company's major shareholder Segulah IV L.P. (as guarantor). The loan is governed by a term sheet, credit agreement, promissory notes and security documents.

The aggregate facility amount is NOK 700,000,000 divided into two sub-facilities.

Facility A is a promissory note loan (Norwegian: gjeldsbrevlån) in the total amount of NOK 600,000,000, which in turn is divided into three tranches with promissory notes for each tranche, and with different terms applying.

Facility A, tranche 1, is for NOK 200,000,000, with 5 years duration from drawdown, repayment by quarterly instalments of NOK 10,000,000 each, interest margin of p.t. 4.25% over NIBOR and payable quarterly.

Facility A, tranche 2, is for NOK 200,000,000, with a bullet repayment (i.e. no instalments) 5 years after drawdown. The interest margin is p.t. 4.75% over NIBOR and interest is payable quarterly.

Facility A, tranche 3, is for NOK 200,000,000, with a bullet repayment (no instalments) 12 months after drawdown. The interest margin increases with duration of this tranche as follows: 0 – 6 months: p.t. 6.0%, 6 – 9 months: p.t. 7.5% and 9 – 12 months: p.t. 8.5% over NIBOR. Interest is payable quarterly.

Facility B is a revolving credit facility (Norwegian: kassekreditt) for NOK 100,000,000 with availability subject to yearly renewals. Interest is payable quarterly at a margin rate of p.t. 2.75% over NIBOR. Facility B may also be used for issuance of guarantees and as a frame for FX transactions, provided such use will correspondingly reduce available amounts for drawing under the said facility.

The purpose of facility A was part financing of the full redemption of the Company's earlier bond issue and the purpose of facility B was to refinance an earlier credit facility with another bank. Usual commissions and fees apply, and the interest basis and margins are subject to adjustment by the lender on certain conditions. The loan facilities are deemed to be on customary terms and conditions and include the following material covenants and undertakings:

Financial covenants (Norwegian: finansielle vilkår) applicable to the Group: minimum book equity ratio of 25%, maximum NIBD/EBITDA to be less than 4 , less than 3 from 31 December 2025 and less than 2.5 from 31 December 2026. The ratio of short term receivables to short term debt (adjusted for debt and interest due within 12 months) to be above 1.15.

Other material conditions applicable to the Group, that will require lender's prior written consent in case of waivers; no material change in the ownership of the Company, no dividend payments or other negative equity transactions unless the NIBD/EBITDA ratio is less than 2.25, no mergers, demergers or acquisitions, no divestments or sale of material assets except in the ordinary course of business, no further mortgaging, borrowing, granting of financial guarantees or loans to others.

As to the requirement regarding prior written notice in case of material changes in ownership, the lender has in a letter of 14 September 2023 confirmed that it is aware of the (at that time) ongoing Admission to Trading process, that it accepts that there are new shareholders in the Company and that it accepts that the Shares are admitted to trading. The lender has also confirmed that it is acceptable that the Shares are freely traded. The requirement to obtain the lender's prior written notice only applies in extraordinary cases (i.e. where a new shareholder gains control over the Company by acquiring more than 50% of the Shares, or where a new shareholder is subject to sanctions which imply that continuation of the loan arrangement may be against current sanction regulations for the Company and /'or the lender). If such approval is not obtained within a reasonable time, the lender may terminate the loan arrangement.

The Company has undertaken to arrange a share issue and/or IPO within 12 months of drawdown, with an aim to raise at least NOK 200,000,000 in new liquidity, and an obligation to raise at least NOK 150,000,000. This condition has been satisfied through the completion of the Private Placement.

The Company's subsidiary Beerenberg Services AS is a co-debtor under the facilities.

The Company has provided and procured security for the facilities as follows:

The Company's own security in the form of a first priority pledge over the shares in its subsidiary Beerenberg Holding AS. In addition, Beerenberg Holding AS have granted a first priority pledge over the shares in Beerenberg Services AS. Beerenberg Services AS has granted first priority pledges in its material assets; inventory, plant and machinery, and factoring (Norwegian: varelager, driftstilbehør og factoring).

The first drawdown under the facilities occurred on 10 July 2023. No default has occurred. As of the date of this Information Document, the Company is in compliance with the financial covenants and other conditions in the loan facilities.

Guarantee and guarantee commission

Further, Segulah IV L.P. has provided a guarantee, as primary obligor and not as surety only (Norwegian: selvskyldner) to the lender in the amount of NOK 150,000,000. This guarantee serves as part security for tranche 3 of facility A only. This guarantee will be released as and when the Company has repaid tranche 3 of facility A. The Company has entered into an agreement with Segulah IV L.P regarding the provision of the said guarantee, deemed to contain usual terms and conditions, including a guarantee commission of 2% p.a., amounting to approx. NOK 3 million p.a., payable quarterly in arrears by the Company to Segulah IV L.P. In the event that Segulah IV L.P. should become liable to pay out under the guarantee to the lender, the recourse claim against the Company shall be an unsecured, sub-ordinated shareholder loan with 13% p.a. interest.

6.9 Working capital statement

The working capital available to the Group is, in the Company's opinion, sufficient for the Group's present requirements for the period covering at least 12 months from the date of this Information Document.

6.10 Operating and financial review

6.10.1 Results for the six months period ended 30 June 2023 compared to the six months period ended 30 June 2022

Operating revenue for the six months period ended 30 June 2023 increased by approx. 3.4% to NOK 1,150 million from NOK 1,112 million for the six months period ended 30 June 2022.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) for the six months period ended 30 June 2023 ended at NOK 99 million, compared to NOK 85 million for the six months period ended 30 June 2022 and the EBITDA margin was 8.6%, up from 7.7% respectively.

Net financial cost for the six months period ended 30 June 2023 was NOK 35.3 million, down from NOK 35.6 million for the six months period ended 30 June 2022.

6.10.2 Results for the year ended 31 December 2022 compared to the year ended 31 December 2021

Operating revenue for the year ended 31 December 2022 increased by approx. 4% to NOK 2,222 million from NOK 2,136 million for the year ended 31 December 2021.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) ended at NOK 180 million for the year ended 31 December 2022, compared to NOK 216 million for the year ended 31 December 2021 and the EBITDA margin was 8.1%, down from 10.1% respectively.

Net financial cost for the year ended 31 December 2022 was NOK 79 million, down from NOK 82 million for the year ended 31 December 2021 and net profit for the year ended 31 December 2022 was NOK 19 million versus a profit of NOK 56 million for the year ended 31 December 2021.

6.10.3 Results for the year ended 31 December 2021 compared to the year ended 31 December 2020

Operating revenue the year ended 31 December 2021 increased by approx. 24% to NOK 2,136 million from NOK 1,723 million the year ended 31 December 2020.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) ended at NOK 217 million the year ended 31 December 2021, compared to NOK 217 million the year ended 31 December 2020. And the EBITDA margin was 10.1 %, down from 12.6 % respectively.

Net financial cost for the year ended 31 December 2021 was NOK 82 million, down from NOK 91 million the year ended 31 December 2020 and net profit for the year ended 31 December 2021 was NOK 56 million versus a profit of NOK 46 million the year ended 31 December 2020.

6.10.4 Financial position as of 30 June 2023 compared to financial position as of 30 June 2022

Total assets as of 30 June 2023 amounted to NOK 1,799.6 million, up from NOK 1,776.5 million as of 30 June 2022. The equity was NOK 590.8 million as of 30 June 2023, up from NOK 560.9 as of 30 June 2022, corresponding to an equity ratio of 33% as of 30 June 2023 compared to an equity ratio of 32% as of 30 June 2022.

Total non-current assets were NOK 1,100 million as of 30 June 2023, up from NOK 1,061 million as of 30 June 2022. Current assets were NOK 699.2 million as of 30 June 2023, down from NOK 715.1 million as of 30 June 2022. Total current liabilities were NOK 1,110.8 million as of 30 June 2023, up from NOK 547.4 million as of 30 June 2022 and total non-current liabilities were NOK 98 million down from NOK 668.3 million respectively. The main reason for the reduction is reclassification of a previous bond to current liabilities.

6.10.5 Financial position as of 31 December 2022 compared to financial position as of 31 December 2021

Total assets as of 31 December 2022 amounted to NOK 1,786 million, down from NOK 1,830 million as of 31 December 2021. The equity was NOK 569 million as of 31 December 2022, up from NOK 546 million as of 31 December 2021, corresponding to an equity ratio of 32% as of 31 December 2022 and an equity ratio of 30% as of 31 December 2021.

Total non-current assets were NOK 1059 million as of 31 December 2022, up from NOK 1034 million as of 31 December 2021. Current assets were NOK 726 million as of 31 December 2022, down from NOK 796 million as of 31 December 2021. Total current liabilities were NOK 1,172 million as of 31 December 2022, up from NOK 601 million as of 31 December 2021 and total non-current liabilities were NOK 45 million as of 31 December 2022 down from NOK 682 million as of 31 December 2021. The changes from 31 December 2021 to 31 December 2022 is mainly explained by reclassification of a previous bond from long term to short term liability since the bond had less than a year to maturity.

The Net interest-bearing debt was NOK 593 million as of 31 December 2022 compared to NOK 551 million as of 31 December 2021.

6.10.6 Financial position as of 31 December 2021 compared to financial position as of 31 December 2020

Total assets as of 31 December 2021 amounted to NOK 1,830 million, up from NOK 1,676 million as of 31 December 2020, due to higher activity for the year ended 31 December 2021 compared to the previous year. The equity was NOK 546 million as of 31 December 2021, up from NOK 487 million as of 31 December 2020, corresponding to an equity ratio of 30 %.

Total non-current assets were NOK 1,033 million as of 31 December 2021, down from NOK 1,037 million as of 31 December 2020. Current assets were NOK 796 million as of 31 December 2021, up from NOK 638 million as of 31 December 2020. Total current liabilities were NOK 601 million as of 31 December 2021, up from NOK 507

million as of 31 December 2020 and total non-current liabilities were NOK 682 million as of 31 December 2021 in line with NOK 682 million as of 31 December 2020.

The Net interest-bearing debt was NOK 551 million as of 31 December 2021 compared to NOK 601 million as of 31 December 2020.

6.10.7 Cash flow statement

Cash flow from operating activities

Cash flow from operating activities depends on several factors, including activity level, progress on and delivery of projects and changes in working capital. Cash flow from operating activities was NOK 159.8 million for the six months period ended 30 June 2023, compared to NOK -43.9 million for the six months period ended 30 June 2022.

Cash flow from operating activities was NOK 51 million for the year ended 31 December 2022, compared to NOK 109 million for the year ended 31 December 2021 and compared to NOK 88 million for the year ended 31 December 2020.

Cash flow from investing activities

Net cash outflow for investing activities was NOK 21.1 million for the six months period ended 2023, down from a cash outflow of NOK 39.1 million for the six months period ended 2022.

Net cash outflow for investing activities was NOK 62 million for the year ended 31 December 2022, up from NOK 39 million for the year ended 31 December 2021 due to acquisition of Remotion. Net cash outflow from investing activities was NOK 17 million for the year ended 31 December 2020.

Cash flow from financing activities

Net cash flow for the six months period ended 30 June 2023 related to financing activities was NOK -67.8 million, down from NOK -68.2 million for the six months period ended 30 June 2022.

Net cash flow related to financing activities was NOK -69 million for the year ended 31 December 2022, up from NOK -16 million for the year ended 31 December 2021. The cash outflow in 2022 is related to amortization of a bond.

Net cash flow related to financing activities was NOK -16 million for the year ended 31 December 2021, down from NOK -188 million for the year ended 31 December 2020. The cash outflow in 2020 is related to refinancing of a bond in 2020.

7 SHARES AND SHARE CAPITAL

This Section includes a summary of certain information relating to the Shares and certain shareholder matters, including summaries of certain provisions of applicable law in effect as of the date of this Information Document. The mentioned summary does not purport to be complete and is qualified in its entirety by the Company's Articles of Association.

7.1 The Shares

As of the date of this Information Document, the Company's registered share capital is NOK 61,425,000 divided into 24,570,000 Shares, each with a nominal value of NOK 2.50. All of the Shares have been created under the Norwegian Private Companies Act, and are validly issued and fully paid.

The Company has one class of Shares, and accordingly there are no differences in the voting rights among the Shares.

Except for the lock-up arrangements as described in Section 7.4.4 "Lock-up arrangements", there are no restrictions on the free transferability of the Shares.

The Shares are registered in book-entry form in the Norwegian Central Securities Depository (the "VPS") with International Securities Identification Number ("ISIN") NO0013017574 and legal entity identifier (LEI) code 5967007LIEEXZXFUSW82.

On 3 October 2023, Oslo Børs resolved to admit the Shares to trading on Euronext Growth Oslo. The first day of the Admission to Trading of the Shares will be 5 October 2023 under the ticker code "BBERG". The Company does not have securities listed on any stock exchange or other regulated market.

The Company's VPS-registrar is SpareBank 1 SR-Bank ASA, with registered address Christen Tranes gate 35, 4007 Stavanger, Norway (the "VPS Registrar").

7.2 Share capital

7.2.1 Share capital history

The table below shows the development in the Company's share capital from the financial years 2021-2022 to the date of this information document. There have not been any other capital increases in the Company other than as set out in the table below, neither by way of contribution in kind for nor otherwise, during the period from its incorporation until the date of this Information Document.

Date registered	Event	Capital increase (NOK)	Nominal value (NOK)	Share price (NOK)	Share capital (NOK)	New shares issued	Total no. of Shares
2023	Reverse share split	N/A	2.50	N/A	26,700,000	N/A	10,680,000 (40,000 A Shares and 10,640,000 B Shares)
2023	Combination of share classes	N/A	2.50	N/A	26,700,000	N/A	10,680,000
2023	Private Placement	34,725,000	2.50	18.00	61,425,000	13,890,000	24,570,000

7.2.2 Transfer of Shares

Transfer of Shares admitted to trading on Euronext Growth Oslo is handled through the VPS and is governed by the rules applicable to the VPS.

7.2.3 Potential obligation to increase Share capital

The Group company Beerenberg Services AS is subject to an Earn-Out clause in connection with the acquisition of Remotion, see Section 6.6 "Material investments of the Group". The potential Earn-Out fee is to be settled through issuance of new shares in the Company or any other Group company to the former shareholders in Remotion, with the exception of BRI O&G Gruppen AS which will receive a cash payment. The maximum number of new shares potentially issued in connection with the Earn-Out is 443,359 shares.

After close of the Private Placement, the Group received a letter from the sellers who may be entitled to earn-out shares following the acquisition of Remotion, claiming that such sellers disagree with the maximum number of shares that could be issued under the Earn-Out. In the Company's opinion there is no merit to such claim based on the underlying agreement.

7.2.4 Ownership structure

Following completion of the Private Placement, see Section 7.4 "The Private Placement" below, the Company has a total of 127 registered shareholders with the VPS. In so far it is known to the Company, the following investors, directly or indirectly, have an interest of 5% or more of the Company's share capital or voting rights:

Name	Shares	Percentage
Segulah IV L.P. 1)	5,327,168	Approx. 21.7%
Camar AS 2)	4,444,444	Approx. 18.1%
Kistefos AS	1,388,889	Approx. 5.7%

1) 3,743,7600 Shares (approx. 15.2%) if the Greenshoe Option is exercised in whole

2) Indirect ownership via Camar Invest 3 AS

There are no specific measures in place regulating the exercise of the influence which follows from holding a majority of the Shares in the Company. Each Share carry one vote.

As of the date of this Information Document, the Company does not hold any treasury Shares.

There are no arrangements known to the Company that may lead to a change of control in the Company.

7.3 Authorisations to issue additional Shares

As of the date of this Information Document, there are no authorisations to issue any additional Shares in the Company.

7.4 The Private Placement

7.4.1 Details of the Private Placement

On 29 September 2023, the Company announced the completion of a private placement consisting of the issuance of 13,890,000 new Shares in the Company (the "New Shares"), raising gross proceeds to the Company of approximately NOK 250 million (the "Primary Offering"), and a sale by certain existing shareholders in the Company (including Segulah IV L.P, AlpInvest Partners Co-Investments 2012 I CV and AlpInvest Partners Co-Investments 2011 II CV) of in total 4,165,000 existing Shares (the "Sale Shares") for approximately NOK 75 million (the "Secondary Offering", and together with the Primary Offering, the "Private Placement").

In addition, the Managers over-allotted a total of 1,805,000 existing Shares to applicants in the Private Placement, equalling approximately 10% of the sum of the New Shares and the Sale Shares (the "Additional Shares"). In order to permit delivery in respect of such over-allotments made, Segulah IV L.P, AlpInvest Partners Co-Investments 2012 I CV and AlpInvest Partners Co-Investments 2011 II CV have lent to SpareBank 1 Markets AS as stabilization manager (the "Stabilization Manager"), on behalf of the Managers, a number of existing Shares in the Company equal to the number of Additional Shares.

Further, the share lenders have granted the Stabilization Manager an option (the "Greenshoe Option") to purchase, at the subscription price, a number of new Shares equal to the number of Additional Shares allocated in the Private Placement less any shares purchased by the Stabilization Manager as part of stabilization activities to cover short positions resulting from any over-allotments made in the Private Placement not covered through such share purchases. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the Shares commences on Euronext Growth Oslo.

Stabilization may be undertaken, but there is no assurance that it will be undertaken and that it may be stopped at any time. Stabilization transactions aim at supporting the market price of the securities during the stabilisation period. Stabilisation transactions may result in a market price that is higher than would otherwise prevail.

The book building period for the Private Placement took place on 28 September 2023 from 09:00 CEST to 29 September 2023 at 16:30 CEST. Notifications of allocation were distributed on 2 October 2023 with payment date for investors allocated shares in the Private Placement on or about 5 October 2023. Delivery-versus-payment (DVP) settlement of the new Shares has been facilitated by a pre-funding arrangement between the Company and the Managers.

7.4.2 Reasons for the Private Placement and Admission to Trading

The Company believes the Private Placement and the Admission to Trading will:

• strengthen the working capital of the Company;
• support the Group's operational strategy and growth initiatives;
• advance the Company's public and commercial profile;
• diversify and increase the shareholder base; and
• provide a market place for the Shares and give the Company improved access to the capital markets for potential future funding.

7.4.3 Use of proceeds

The Company plans to use its net proceeds from the Private Placement to repay parts of its debt and fund certain growth initiatives as well as general corporate purposes.

At the date of this Information Document, the Company cannot predict all of the specific uses of the net proceeds, or the amounts that will be actually spent on the uses described above. The exact amounts and the timing of the actual use of the net proceeds will depend on numerous factors.

7.4.4 Lock-up arrangements

The Company, the selling shareholders (except Svein Eggen Holding AS), the Board Members (other than Espen Selvikvåg Berge appointed by Camar AS) and the members of the Management, are subject to customary lock-up arrangements, which restrict, subject to certain exemptions, their ability to, without the prior written consent of the Euronext Growth Advisors, issue, sell or dispose of any Shares, as applicable, for a period of 6 months for the Company and 9 months for the other parties, after the first day of trading on Euronext Growth Oslo.

Except for these lock-up undertakings, the Company is not aware of any other lock-up arrangements that have been or will be entered into in relation to the Company's Shares.

7.4.5 Expenses related to the Private Placement

The Company's total costs and expenses in connection with the Private Placement is estimated to be approximately NOK 20 million.

7.4.6 Dilution

The Primary Offering of the Private Placement resulted in dilution for the Company's shareholders prior to the Private Placement of approximately 73%.

7.5 Dividend and dividend policy

The Company has not distributed any dividends or other cash distributions to its shareholders for the financial years ended 31 December 2022 and 2021.

Under the terms of the Company's loan agreement with the Bank, the Company may distribute dividends, without the prior written consent of the Bank, as long as the Company's Net Interest Bearing Debt to EBITDA ratio is lower than 2.25.

The Company aims to distribute free cash flow to investors, securing an attractive cash yield. To the extent possible, the Company intends to make distributions in the form of return of paid-in capital.

7.6 The Articles of Association

The Articles of Association are attached as Appendix A to this Information Document.

7.7 Takeover bids and compulsory acquisitions

The Company is not subject to the takeover regulations set out in the Norwegian Securities Trading Act, or otherwise. The Shares are, however, subject to the provisions on compulsory transfer of shares as set out in the Norwegian Private Companies Act. If a shareholder owns 9/10 or more of the shares in the subsidiary, and may exercise a corresponding part of the votes that may be cast in the general meeting, the board of directors of the parent company may resolve that the parent company shall take over the remaining shares in the company. Each of the other shareholders in the subsidiary have the right to require the parent company to take over the shares. The parent company shall give the shareholders a redemption offer pursuant to the provisions of the Norwegian Private Companies Act. The redemption amount will in the absence of agreement or acceptance of the offer be determined by the courts.

7.8 Insider trading

In accordance with the Norwegian Securities Trading Act and the Market Abuse Regulation 596/2014 ("MAR"), subscription for, purchase, sale or exchange of financial instruments that are admitted to trading, or subject to an application for admission to trading on a regulated market or a multilateral trading facility in the EEA, or incitement to such dispositions, must not be undertaken by anyone who has inside information. "Inside information" refers in accordance with article 7 in MAR to precise information about financial instruments issued by the company admitted to trading, about the company admitted trading itself or about other circumstances, which has not been made public, and which if it were made public would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial. Information which would be likely to have a significant effect on the prices of financial instruments shall be understood to mean information that a rational investor would probably make use of as part of the basis for his or her investment decision. The same applies to the entry into, purchase, sale or exchange of options or futures/forward contracts or equivalent rights whose value is connected to such financial instruments or incitement to such dispositions. Breach of insider trading obligations may be sanctioned and lead to criminal charges.

7.9 Certain aspects of Norwegian corporate law

7.9.1 General meetings

Through the general meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual general meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian law requires that a written notice of annual general meetings setting forth the time of, the venue for and the agenda of the meeting is sent to all shareholders with a known address no later than fourteen days before the annual general meeting of a Norwegian private limited liability company shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company. A shareholder may vote at the general meeting either in person or by proxy (the proxy holder is appointed at their own discretion). All of the Company's shareholders who are registered in the shareholders' register kept and maintained with VPS as of the date of the general meeting, or who otherwise have reported and documented ownership of Shares in the Company, are entitled to participate at general meetings, without any requirement of pre-registration. Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the board of directors considers it necessary. An extraordinary general meeting of shareholders shall also be convened if, in order to discuss a specified matter, the auditor or shareholders representing at least 10% of the share capital demands such in writing. The requirements for notice and admission to the annual general meeting also apply to extraordinary general meetings.

7.9.2 Voting rights

Each Share carries one vote. In general, decisions shareholders are entitled to make under Norwegian law or the articles of association may be made by a simple majority of the votes cast. In the case of elections or appointments (e.g. to the board of directors), the person(s) who receive(s) the greatest number of votes cast is elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe for shares in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the articles of association, to authorize an increase or reduction of the share capital, to authorize an issuance of convertible loans or warrants by the Company or to authorize the board of directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at the general meeting in question. Moreover, Norwegian law requires that certain decisions, i.e. decisions that have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the articles of association.

Decisions that (i) would reduce the rights of some or all of the Company's shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the general meeting in question vote in favour of the resolution, as well as the majority required for amending the articles of association.

Owners of nominee registered shares who want to attend the general meeting must notify the Company of this in advance. In the articles of association, it can be determined that other shareholders who want to participate in the general meeting must also give the Company such notification. The notification must be received by the Company no later than two business days before the general meeting. The Board of Director's may, before the notice to the general meeting has been sent, set a later deadline for such notification.

There are no quorum requirements that apply to the general meetings.

7.9.3 Additional issuances and preferential rights

If the Company issues any new shares, including bonus share issues, the Company's Articles of Association must be amended, which requires the same vote as other amendments to the articles of association. In addition, under Norwegian law, the Company's shareholders have a preferential right to subscribe for new shares issued by the Company. The preferential rights may be deviated from by a resolution in the general meeting passed with the same vote required to amend the articles of association. A deviation of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares.

The general meeting may, by the same vote as is required for amending the articles of association, authorize the board of directors to issue new shares, and to deviate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered par share capital when the authorisation is registered with the Norwegian Register of Business Enterprises.

Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company's shareholders, by transfer from the Company's distributable equity or from the Company's share premium reserve and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be affected either by issuing new shares to the Company's existing shareholders or by increasing the nominal value of the Company's outstanding Shares.

Issuance of new shares to shareholders who are citizens or residents of the United States and other jurisdictions upon the exercise of preferential rights may require the Company to file a registration statement or prospectus in the United States under United States securities laws or in such other jurisdictions under the laws of such jurisdictions. Should the Company in such a situation decide not to file a registration statement or prospectus, the Company's U.S. shareholders and shareholders in such other jurisdictions may not be able to exercise their preferential rights. To the extent that shareholders are not able to exercise their rights to subscribe for new shares, the value of their subscription rights will be lost and such shareholders' proportional ownership interests in the Company will be reduced.

7.9.4 Minority rights

Norwegian law sets forth a number of protections for minority shareholders of the Company, including, but not limited to, those described in this paragraph and the description of general meetings as set out above. Any of the Company's shareholders may petition Norwegian courts to have a decision of the board of directors or the Company's shareholders made at the general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company's shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company.

Minority shareholders holding 10% or more of the Company's share capital have a right to demand in writing that the Board of Directors convenes an extraordinary general meeting to discuss or resolve specific matters. In addition, any of the Company's shareholders may in writing demand that the Company place an item on the agenda for any general meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the general meeting has not expired

7.9.5 Rights of redemption and repurchase of shares

The share capital of the Company may be reduced by reducing the nominal value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a general meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.

The Company may purchase its own Shares provided that the Board of Directors has been granted an authorization to do so by a general meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate nominal value of treasury shares so acquired, and held by the Company must not lead to the share capital with deduction of the aggregate nominal of the holding of own shares is less than the minimum allowed share capital of NOK 30,000, and treasury shares may only be acquired if the Company's distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the general meeting of the Company's shareholders cannot be granted for a period exceeding two years.

7.9.6 Shareholder votes on certain reorganisations

A decision of the Company's shareholders to merge with another company or to demerge requires a resolution by the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the general meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company's shareholders, or if the articles of association stipulate that, made available to the shareholders on the Company's website, at least one month prior to the general meeting to pass upon the matter.

7.9.7 Distribution of assets upon liquidation

Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders at the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital.

8 TAXATION

This Section includes a brief summary of certain Norwegian tax rules relevant to the acquisition, ownership and disposition of Shares by shareholders that are residents of Norway for purposes of Norwegian taxation ("Norwegian Shareholders") and shareholders that are not residents of Norway for such purposes ("non-Norwegian or foreign shareholders"). The statements only apply to shareholders that are beneficial owners of Shares.

The summary is based on applicable Norwegian laws, rules and regulations as at the date of this Information Document. Such laws, rules and regulations may be subject to changes after this date, possibly on a retroactive basis for the same tax year. The summary is of a general nature and does not purport to be a comprehensive description of all tax considerations that may be relevant and does not address taxation in any jurisdiction other than Norway.

The summary does not concern tax issues for the Group and the summary only focuses on the shareholder categories explicitly mentioned below. Special rules may apply to shareholders who are considered transparent or disregarded entities for tax purposes, for shareholders holding shares through a Norwegian permanent establishment and for shareholders that have ceased or cease to be resident in Norway for tax purposes.

Each shareholder, and specifically non-Norwegian shareholders, should consult with and rely upon their own tax advisers to determine their particular tax consequences

8.1 Taxation of dividends

8.1.1 Norwegian corporate shareholders

Dividends distributed from the Company to Norwegian corporate shareholders (i.e. limited liability companies and certain similar entities) are generally exempt from tax pursuant to the participation exemption method (Norwegian: "Fritaksmetoden"). However, 3% of such dividends are taxable as general income at a current rate of 22% (25% for financial institutions subject to financial tax), implying that dividends distributed from the Company to resident corporate shareholders are effectively taxed at a rate of 0.66%. This does not apply to distributions classified as repayment of previously paid in capital, which is fully tax exempt.

8.1.2 Norwegian personal shareholders

Dividends distributed from the Company to Norwegian personal shareholders are taxed as ordinary income at a current rate of 22% to the extent the dividends exceed a statutory tax-exempt allowance (Norwegian: "Skjermingsfradrag"). The tax basis is upward adjusted with a factor of 1.72 before taxation, implying that dividends exceeding the tax free allowance are effectively taxed at a rate of 37.84%. This does not apply to distributions classified as repayment of previously paid in capital, which is fully tax exempt.

The tax-exempt allowance is calculated and applied on a share-by-share basis. The allowance for each share equals the cost price of the share multiplied by a risk-free interest rate determined based on the interest rate on Norwegian treasury bills with three months maturity plus 0.5 percentage point, and adjusted downwards with the tax rate. For 2022, the risk-free interest rate was 1.7%. The allowance one year is allocated to the shareholder owning the share on 31 December. Norwegian personal shareholders who transfer Shares during an income year will thus not be entitled to deduct any calculated allowance related to the transaction year. The Directorate of Taxes announces the risk free-interest rate in January the year after the income year.

Any part of the calculated allowance one year exceeding distributed dividend on a Share (excess allowance) can be carried forward and set off against future dividends (or capital gains) on the same Share (but may not be set off against taxable dividends / capital gains on other Shares). Furthermore, for the purpose of calculating the

allowance the following years, any excess allowance is added to the cost price of the share and thereby included in the basis for the calculation of allowance the following years.

The Shares will not qualify for Norwegian share saving accounts (Nw.: aksjesparekonto) for Norwegian Individual Shareholders as the Shares are listed on the Euronext Growth Oslo (and not Oslo Børs/Euronext Expand).

8.1.3 Non-Norwegian shareholders

Dividends distributed from the Company to non-Norwegian shareholders are in general subject to Norwegian withholding tax at a rate of 25%, unless otherwise provided for in an applicable tax treaty or the recipient is corporate shareholder tax resident within the European Economic Area (the "EEA") (ref. Section 8.1.3 "Non-Norwegian shareholders tax resident within the EEA" below for more information on the EEA exemption). Norway has entered into tax treaties with approximately 80 countries. In most tax treaties the withholding tax rate is reduced to 15% or lower. This does not apply to distributions classified as repayment of previously paid in capital, which is fully exempt from Norwegian withholding tax. Shareholders, who have been subject to a higher withholding tax than applicable, may apply to the Norwegian Tax Authorities for a refund of the excess withholding tax.

If foreign shareholders are engaged in business activities in Norway, and their Shares are effectively connected with such business activities, dividends distributed on their Shares will generally be subject to the same taxation as that of Norwegian shareholders.

Foreign shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the possibility of effectively claiming refund of withholding tax.

8.1.4 Non-Norwegian shareholders tax resident within the EEA

Dividends distributed from the Company to non-Norwegian corporate shareholders tax resident within the EEA are exempt from Norwegian withholding tax, provided the shareholder is the beneficial owner of the Shares and is genuinely established and performs genuine economic business activities within the EEA.

Dividends distributed from the Company to non-Norwegian personal shareholders tax-resident within the EEA are upon request entitled to a deductible allowance. The shareholder shall pay the lesser amount of (i) withholding tax according to the rate in the applicable tax treaty or (ii) withholding tax at 25% after deduction of the tax-free allowance. Any excess allowance may be carried forward. Normally the tax treaty rate will be the lower and apply.

8.2 Taxation upon realization of shares

8.2.1 Norwegian corporate shareholders

For Norwegian corporate shareholders capital gains upon realization of Shares are generally exempt from tax. Losses are not deductible.

8.2.2 Norwegian personal shareholders

For Norwegian personal shareholders capital gains upon realization of Shares are taxable as general income in the year of realization, and have a corresponding right to deduct losses that arise upon such realization. The tax liability applies irrespective of time of ownership and the number of Shares realized. The tax rate for general income is currently 22%. The tax basis is adjusted upward with a factor of 1.72 before taxation/deduction, implying an effective taxation at a rate of 37.84%.

The taxable gain or loss is calculated per Share as the difference between the consideration received and the cost price of the Share, including any costs incurred upon acquisition or realization of the Share. Any unused allowance on a Share (see above) may be set off against capital gains on the same Share, but will not lead to or increase a deductible loss. I.e. any unused allowance exceeding the capital gain upon realization of the Share will be annulled. Any unused allowance on one Share may not be set of against gains on other Shares.

If a shareholder disposes of Shares acquired at different times, the Shares that were first acquired will be deemed as first disposed (the FIFO-principle) when calculating a taxable gain or loss.

Special exit tax rules apply for personal shareholders that cease to be tax resident in Norway.

8.2.3 Non-Norwegian shareholders

Gains from realization of Shares by non-Norwegian shareholders will not be subject to taxation in Norway unless (i) the Shares are effectively connected with business activities carried out or managed in Norway, or (ii) the Shares are held by an individual who has been a resident of Norway for tax purposes with unsettled/postponed exit tax.

8.3 Net wealth tax

8.3.1 Norwegian corporate shareholders

Norwegian corporate shareholders are not subject to net wealth tax.

8.3.2 Norwegian personal shareholders

Norwegian personal shareholders are generally subject to Norwegian net wealth taxation at a current rate of 1% on net wealth exceeding NOK 1,700,000 up to NOK 20,000,000 and 1.1% on net wealth exceeding NOK 20,000,000. The general rule is that the Shares will be included in the net wealth with 80% of their proportionate share of the Company's calculated wealth tax value as of 1 January in the income year.

8.3.3 Non-Norwegian shareholders

Non-Norwegian shareholders are generally not subject to Norwegian net wealth tax, unless the Shares are held in connection with business activities carried out or managed from Norway.

8.4 Stamp duty / transfer tax

Norway does not impose any stamp duty or transfer tax on the transfer or issuance of Shares.

Norway does not impose any inheritance tax. However, the heir continues the giver's tax positions, including the input values, based on principles of continuity.

8.5 The Company's responsibility for the withholding of taxes

The Company is responsible for and shall deduct, report and pay any applicable withholding tax to the Norwegian tax authorities.

9 ADDITIONAL INFORMATION

9.1 Admission to trading on Euronext Growth Oslo

The Company applied for the Admission to Trading on Euronext Growth Oslo on 27 September 2023. The first day of trading on Euronext Growth Oslo will be on 5 October 2023. The Company does not have, and has not applied to have, securities listed on any stock exchange or other regulated marketplace.

9.2 Independent auditor

The Company's independent auditor is Pricewaterhousecoopers AS, with business registration number 987 009 713 and registered address Dronning Eufemias gate 71, 0194 Oslo, Norway. Pricewaterhousecoopers AS are members of the Norwegian Institute of Public Accountants (Nw.: Den Norske Revisorforening).

Pricewaterhousecoopers AS has been the Company's independent auditor since 2013.

9.3 Advisors

Sparebank 1 Markets AS, with business registration number 992 999 101 and registered business address Olav Vs gate 5, 0161 Oslo, Norway, and Pareto Securities AS, with business registration number 956 632 374 and registered business address Dronning Mauds gate 3, 0250 Oslo, Norway, are acting as Managers and Euronext Growth Advisors.

Wikborg Rein Advokatfirma AS, with business registration number 916 782 195 and registered address Dronning Mauds gate 11, 0250 Oslo, Norway, is acting as legal counsel to the Company, and Advokatfirmaet Schjødt AS, with business registration number 996 918 122 and registered address Tordenskiolds gate 12, 0160 Oslo, Norway, is acting as legal counsel to the Managers.

10 DEFINITIONS AND GLOSSARY OF TERMS

Admission or Admission to Trading	The admission to trading of the Shares on Euronext Growth Oslo to take place on 5
	October 2023
Articles of Association	The articles of association of the Company as they read as of the date of this
	Information Document
Audited Financial Statements	Audited consolidated financial statements for the Company for the two financial years
	ended 31 December 2021 and 31 December 2022, in accordance with IFRS as
	adopted by the EU, audited by Pricewaterhousecoopers AS
Bank	SpareBank 1 SR-Bank ASA in its capacity as lender
Benarx	Business involving production of insulation materials and related subsea insulation
	business
Board of Directors or Board Members The board of directors of the Company
CEO	The Company's designated chief executive officer
Company or Beerenberg	Beerenberg AS, a private limited liability company with business registration number
	998 789 362 and registered business address Kokstaddalen 33, 5257 Kokstad,
	Bergen, Norway
Earn-Out	Has the meaning ascribed to such term in Section 6.6.
EEA	The European Economic Area covering the members of the European Union,
	Norway, Iceland and Liechtenstein
EU	The European Union
EU Prospectus Regulation	Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June
	2017 on the prospectus to be published when securities are offered to the public or
	admitted to trading on a Regulated Market, as amended, and as implemented in
	Norway
Euronext Growth Advisors or	SpareBank 1 Markets AS and Pareto Securities AS
Managers
Euronext Growth Oslo	A multilateral trading facility operated by Oslo Børs ASA as one of several Euronext
	Growth Markets under Euronext
Euronext Growth Rule Book	The Euronext Rule Book I and the Euronext Rule Book II for Euronext Growth Oslo,
	collectively
Financial Information	The Company's Audited Financial Statements and Unaudited Interim Financial
	Statements, collectively
Foreign Shareholders	Shareholders who are not resident in Norway for tax purposes
GDPR	The General Data Protection Regulation (EU) 2016/679
Group	The Company together with its subsidiaries
IFRS	International Financial Reporting Standards
Information Document	This Information Document dated 5 October 2023 with all attachments hereto
ISIN	International Securities Identification Number
KPI	Key performance indicators
Management	The members of the Company's executive management
MAR	The Market Abuse Regulation (EU) No. 596/2014
NCS	Norwegian Continental Shelf
NOK	Norwegian Kroner, the lawful currency of Norway
Norwegian Corporate Shareholders	Shareholders who are limited liability companies (and certain similar entities)
	domiciled in Norway for tax purposes
Norwegian Individual Shareholders	Norwegian Shareholders other than Norwegian Corporate Shareholders

Norwegian Private Companies Act	The Norwegian Private Limited Liability Companies Act og 13 June 1997 no. 44, as
	amended (Nw.: aksjeloven)
Norwegian Securities Trading Act	The Norwegian Securities Trading Act of 29 June 2007 no. 75, as amended
	(Nw.: verdipapirhandelloven)
Norwegian Shareholders	Shareholders who are resident in Norway for tax purposes
OPEC	Organization of Petroleum Exporting Countries
Private Placement	The private placement completed by the Company on 29 September 2023 by (i) the
	sale of 4,165,000 existing Shares and (ii) the issue of 13,890,000 new Shares with a
	subscription price of NOK 18 per Share, raising gross proceeds of NOK 250 million
PSA	Norwegian Petroleum Safety Authority
Share(s)	The Company's 24,570,000 outstanding shares, each with a par value of NOK 2.50
Stabilization Manager	SpareBank 1 Markets AS
Unaudited Interim Financial	Unaudited condensed consolidated interim financial statements for the Company for
Statements	the six-month period ended 30 June 2023, with comparable figures for the same
	period in 2022 prepared in accordance with IAS 34
VPS	Euronext Securities Oslo, the Norwegian Central Securities Depository (Nw.:
	Verdipapirsentralen ASA)
VPS Registrar	SpareBank 1 SR-Bank ASA

Beerenberg AS Kokstaddalen 33 5257 Kokstad Norway www.beerenberg.com

SpareBank 1 Markets Olav Vs gate 5 0161 Oslo Norway

www.sb1markets.no

Pareto Securities AS

Dronning Mauds gate 3 0115 Oslo Norway www.paretosec.com

Wikborg Rein Advokatfirma AS

Dronning Mauds gate 11 0250 Oslo Norway www.wr.no

Advokatfirmaet Schjødt AS Tordienskiolds gate 12 0160 Oslo Norway www.schjodt.com

Appendix A – Articles of Association of Beerenberg AS

VEDTEKTER

FOR

BEERENBERG AS

(senest endret 29. september 2023)

§ 1

Selskapets foretaksnavn er Beerenberg AS. Selskapet er et aksjeselskap.

§ 2

Selskapets virksomhet er å eie og drive entreprenørvirksomhet, produksjon, industrivedlikehold, handel, agentur og kommisjon, annen tilknyttet virksomhet og andre funksjoner for konsernet, samt delta i eller overta annen virksomhet.

§ 3

Selskapets aksjekapital er NOK 61 425 000 fordelt på 24 570 000 aksjer hver pålydende NOK 2,50.

§ 4

Selskapets styre består av 3-6 styremedlemmer. Styret velges for ett år av gangen.

Selskapets firma tegnes av to styremedlemmer i fellesskap. Styret kan meddele prokura.

§ 5

Selskapets aksjer skal være registrert i Verdipapirsentralen ASA.

§ 6

Selskapets aksjer er fritt omsettelige. Erverv av aksjer er ikke betinget selskapets samtykke. Aksjeeiere har ikke forkjøpsrett ved overdragelse av aksjer.

Den ordinære generalforsamling skal:

1. godkjenne årsregnskap og årsberetning, herunder utdeling av utbytte;

2. behandle andre saker som etter loven eller vedtekter hører under generalforsamlingen.

Når dokumenter som gjelder saker som skal behandles på generalforsamlingen er gjort tilgjengelig for aksjeeierne på selskapets internettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjeeierne. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen.

Styret kan vedta at aksjeeiere kan avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen. Styret kan fastsette nærmere retningslinjer for slik forhåndsstemming. Det skal fremgå av generalforsamlingsinnkallingen hvilke retningslinjer som er fastsatt.

Appendix B – Audited Financial Statements

Audited Financial Statements 2021

ANNUAL REPORT 2021

Annual Report and Accounts

CORPORATE GOVERNANCE

Review of the principles of corporate governance according The Norwegian Code of Practice for corporate governance (NUES)

1. Review of corporate governance

The purpose of the principles of corporate governance in Beerenberg AS is to clarify the division of roles between shareholders, the board of directors and executive management more comprehensively than is required by l legislation. There have been some changes in the Code of practice (NUES) in 2021 which has been implemented.,

The group's vision is "Beyond Expectations". The vision commits the corporation and all of its employees to seek solutions that exceed the expectation of the wider world.

The group has set out 3 core values:

• Inclusive towards individuals, other companies and society as a whole. An open and accommodating attitude shall prevail throughout the group.
• Innovative will contribute to create a positive social Development, improve the environment and help safeguard a better future.
• Responsible attitude shall prevail at the company at all levels and in all contexts.

The group has established ethical guidelines that should form the basis for how Beerenberg conducts business.

Deviation from code of recommendation: None

2. Business

The group's operational activity is conducted in its subsidiary, Beerenberg Services AS. In article 3 in Beerenberg Services AS Articles of Association the purpose of the business is defined:

"The objects of the company are to engage in contract work, production, industrial maintenance, trading, agency and commission work, and to take interests in other enterprises engaged in similar activities by way of share subscriptions or other means".

The group will conduct the business in line with established sustainability targets. The group will also provide information on matters relating to the environment, social issues, the working environment, equality and non-discrimination, respect for human rights, and anti-corruption and bribery.

Deviation from code of recommendation: None

3. Equity and dividends

Total assets at 31 December 2021 was MNOK 1830 with an equity of MNOK 546, giving an equity ratio of 30%. The Groups solidity is evaluated based on current targets, strategy and risk profile.

Beerenberg has a bond listed at the Oslo Stock Exchange. Beerenberg has during 2021 sold its own stock of bonds

Deviation from code of recommendation: Dividend policy and specific capital requirement targets. The Group's financing restricts the company's rights to pay dividends. Consequently, the board has not found it practical to develop a dividend policy. Furthermore, the board has not seen it as necessary to establish specific targets for leverage or equity ratio in addition the evaluations that are made continuously and specified in budgets and strategy plans.

4. Equal treatment of shareholders and transactions with close associates

Segulah IV L.P holds 83,9% of the shares in the company. The shares are not listed. As a consequence, there is no specific policy relating to preferential treatment of existing shareholders nor is there policy relating to sales of shares. Deviation from code of recommendation: Based on current ownership structure the board has not seen it as necessary to develop additional guidelines beyond what is described in the legal framework (Aksjeloven).

With regards to transactions with close associates the board of directors has prepared guidelines where the basis for the transaction should be based on an independent, 3rd party valuation. However, if the matter relating to the valuation has been satisfactory handled, the board may decide to forego the independent valuation. There have not been significant transactions with close associates in 2021.

A procedure relating to reporting of potential conflict of interests to the board has been established.Deviation from code of recommendation: Policies relating to preferential treatment of shareholders and sales of own shares have not been established.

5. Freely negotiable shares

No form of restriction on negotiability is included in the company's article of association.

Deviation from code of recommendation: None

6. Annual general meeting

The company's shares are not listed. As a consequence, the board has not prepared separate procedures regarding annual general meeting.

Deviation from code of recommendation: Based on current ownership structure the board has not seen it as necessary to develop additional guidelines beyond what is described in the legal framework (Aksjeloven).

7. Nomination committee

The company's shares are not listed. As a consequence, the board has not prepared procedures regarding nomination committee.

Deviation from recommendation: Based on current ownership structure the board has not seen it as necessary to appoint a nomination committee. Members of the board are appointed by the majority owner.

8. Corporate assembly and board of directors: Composition and independence

The company does not have a corporate assembly.

The boards of directors have the following members:

NAME	POSITION	PERIOD
Geir M. Aarstad	Chairman	2021–2022
Sebastian Ehrnrooth	Member	2020–2022
Ingelise Arntsen	Member	2020–2022
Hilde Drønen	Member	2020–2022
Morten Haakon Walde	Member	2020–2022

Sebastian Ehrnrooth represent Segulah IV L.P. which holds 83,9% of the shares in Beerenberg AS. In addition, somecurrent and previous board members and members of the management hold shares in the company.

Geir M. Aarstad, Ingelise Arntsen, Hilde Drønen and Morten Haakon Walde are all independent of the company, its management and its largest shareholder.

Deviation from code of recommendation: None

9. The work of the board of directors

The board has established procedures to clarify areas of responsibility as a group and as individuals.

The board has established an annual plan for the year and has in 2021 had eleven meetings. The annual plan includes a three-year strategy plan, budget and target setting and review of the operations with focus on control and risk evaluation.

The board has appointed an audit committee and established guidelines for its work. The members of the audit committee are:

Ingelise Arntsen, Chairman of the committee Hilde Drønen Morten Haakon Walde

The company does not have a compensation committee and evaluates the need annually.

The board performes an annual evaluation of the work in the board.

Deviation from code of recommendation: None

10. Risk management and internal control

The board regularly reviews the performance of the company, among others through a monthly and quarterly report. These reports include financial information regarding the company and specific information relating to the business segments in addition to other important areas like HSE.

In addition, the board approves significant tenders and investments.

The board of directors has an annual review of risk areas and internal control systems. The board of directors also has an annual review of Corporate Governance including ethical guidelines.

Deviation from code of recommendation: None

CORPORATE GOVERNANCE

11. Remuneration of the board of directors

The remuneration of the board of directors is established by the annual general assembly and is based on an evaluation of the workload. The remuneration is not dependent on the financial performance of the group. There is no form of incentive arrangement or similar. Please see note 19 for additional information.

Deviation from code of recommendation: None

12. Remuneration of leading employees

The boards view on the remuneration level for leading employees are that they should be on a competitive level and motivating. The board has not established guidelines relating to remuneration to leading employees. There should be no remuneration which is not subject to limitations. Please see note 19 for further information.

Deviation from code of recommendation: None

13. Information and communication

The group has established policies relating to financial information. Beerenberg's reporting is aiming to be clear and precise and ensure that the general principle of equal treatment is fulfilled.

Deviation from code of recommendation: None

14. Takeover

There are no provisions or limitation relating to a takeover in the articles of association. There are no other limitations to limit acquisition of the company's shares.

Deviation from code of recommendation: Guidelines relating to takeover has not been established. The board has, considering the current ownership structure, not seen the need to establish guidelines in case of a takeover.

15. Auditor

The auditor has minimum two yearly meetings with the audit committee. In addition, the auditor participates in a board meeting in connection with the approval of the annual accounts where sections of the meeting are without participation from the management.

The auditor presents the plan for the annual audit to the audit committee where priorities and risk evaluations including internal control are presented. The auditor prepares an audit report about the annual accounts based on the annual audit plan.

The total fee paid to the auditor, where a distinction between the auditor fee for annual audit and other services provided are shown in note 7. The extent of other services outside the audit is reviewed by the audit committee. The audit committee evaluates the auditor's independence.

Deviation from code of recommendation: The board has not seen it as necessary to establish additional guidelines.

ANNUAL REPORT 2021

Board of Directors

Geir M. Aarstad (1960), Chairman of the board. Aarstad has a long and broad experience from the construction industry, not least through his many years at Skanska where Aarstad was CEO from 2004 to 2009. He then took over as CEO of the Saudi company Al Rajhi Contracting. Since 2011, Aarstad has prioritized board positions. Today Aarstad is involved in a number of boards including NCC, Stangeland Gruppen and Sig Halvorsen Gruppen.

Ingelise Arntsen (1966), has more than 20 years of experience in the energy industry in the field of hydropower, solar energy and onshore and offshore wind power, including EVP at Statkraft, REC and Aibel. Arntsen has held a number of board room positions and is currently serving as chairman of Asplan Viak and on the board of Statkraft, Corvus Energy, Fred Olsen Windcarrier SBM Offshore N.V. and Eksportkreditt. Ingelise Arntsen is an independent board member.

Hilde Drønen (1961), holds a master degree from Business School of Management and a MBA from Norwegian School of Economics. Drønen has been the CFO of DOF ASA since 2004. Drønen held the position as CFO in Bergen Yards from 2002 to September 2004 and has before that held various senior positions in the Møgster Group. Drønen has more than 30 years of experience within the oil and gas industry and has served as director in several external companies mainly in the energy sector. Drønen is currently a board member in BWE Energy Ltd. Hilde Drønen is an independent board member.

Sebastian Ehrnrooth (1963), investors representative and partner at Segulah Advisor AB. Ehrnrooth was formely Deputy CEO of CityMail, project manager at Bain & Company and sales manager at Motorola. Ehrnrooth holds board room positions at Segulah Advisor AB, Gunnebo Lifting & Blocks, KP Components, Hermes Medical Solutions AB and CCS Healthcare.

Morten Walde (1969), CEO in TS Group, has more than 25 years of experience from various operational- and strategic positions in the oil & gas industry. Walde was formerly CEO in Beerenberg (2008–2018) and holds several executive and non-executive positions in different companies today. Morten Walde is an independent board member.

BEERENBERG AS

Annual Director's Report

In Norway, the beginning of 2021 was marked by increased COVID-19 infection rates and a tightening of infection control measures, which led to a fall in Beerenberg's activity. The activity levels regained traction as the vaccine rollout progressed in the first half of 2021, which eventually led to a full reopening of society and a clear upturn in the activity levels. The upswing in activity continued during most of the fourth quarter, although activity levels fell in December due to the outbreak of the Omicron virus variant and the subsequent infection control measures.

Despite a challenging market situation due to the pandemic, Beerenberg delivered strong results in 2021. Beerenberg has demonstrated an ability to mobilize and execute operations across the world through the pandemic constraints. The company has adopted new ways of working and increased its activity, with operating revenue up 24 percent, compared to 2020.

Business areas

Beerenberg´s activities include innovative service solutions for the oil and gas industry, covering the entire life cycle from field studies and newbuilds to maintenance, modifications, and lifetime extensions. The business area Services include Beerenberg´s core ISS disciplines Insulation, Scaffolding and Surface treatment, as well as passive fire protection, technical cleaning, rope access techniques, architectural outfitting services, and the cold work concepts Sveisolat (habitats) and cold cutting / mobile machining – all primarily offered to clients on the Norwegian Continental Shelf (NCS).

The Benarx business area is built around the proprietary Benarx® product range, which includes high specification insulation products (thermal, acoustic, and passive fire protection) as well as insulation solutions for subsea installations.

Beerenberg is headquartered in Bergen, with regional offices in Skien, Poland, UK, South Korea, Thailand, and Singapore.

Financial statement

The operating revenue in 2021 increased by approx. 24% to NOK 2,136 million from NOK 1,723 million in 2020.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) ended at NOK 217 million, compared to NOK 217 million in 2020. The EBITDA margin was 10,1 %, down from 12,6 % in 2020.

Net financial cost for the full year ended at NOK 82 million, down from NOK 91 million last year and the full year net profit of 2021 was NOK 56 million versus a profit of NOK 46 million in 2020.

The estimated order backlog at the year-end, including frame agreements and options, was NOK 7.3 billion, down from NOK 8.3 billion in 2020.

Capital, cash flow and liquidity

Total assets at the end of 2021 amounted to NOK 1.830 million, up from NOK 1.676 million in 2020, due to higher activity in 2021 compared to 2020. The equity was NOK 546 million, up from NOK 487, corresponding to an equity ratio of 30 %.

Cash flow from operating activities depends on several factors, including progress on and delivery of projects and changes in working capital. Cash flow from operating

ANNUAL DIRECTOR'S REPORT 2021

activities was NOK 109 million, compared to NOK 88 million in 2020.

Beerenberg's net cash outflow for investing activities was NOK 39 million in 2021, up from NOK 17 million.

Net cash flow related to financing activities was NOK -16 million, down from NOK -188 million in 2020. The high cash outflow in 2020 is related to refinancing of the bond in 2020.

Total non-current assets were NOK 1033 million in 2021, down from NOK 1037 million in 2020. Current assets were NOK 796 million in 2021, up from NOK 638 million.

Total current liabilities were NOK 601 million in 2021, up from NOK 507 million and total non-current liabilities were NOK 682 million in line with NOK 682 million in 2020.

The Net interest-bearing debt was NOK 551 million in 2021 compared to NOK 601 million in 2020.

Shareholders

Segulah IV L.P. owns 83,9 % of the shares in Beerenberg AS. The remaining shares are held by Alpinvest Partners Co-Investment, previous and current board members and the Beerenberg management.

Financial risk

The board of directors of the Beerenberg group sets out a framework and develops guidelines for risk management in the group and continuously controls and supervises the implementation of these. The group's central finance department has overall responsibility for day-to-day management and follow-up of the group's financial risks and works closely with the operational units to identify, evaluate and implement necessary measures to reduce risk. Risk management covers credit risk, currency risk, interest rate risk, financial and liquidity risk, market risk and technology risk.

Credit risk

The Beerenberg group conducts business in an environment dominated by large clients with high credit ratings, and historically there have been few losses incurred on its receivables. New customers are credit-checked before entering contracts, and efforts are made during international operations to use letters of credit to safeguard receivables and payment demands wherever possible. The oil and gas market have elements of increased credit risk. To deal with these, the group has introduced additional measures to monitor credit risk within certain client segments, especially maintenance, modifications and for international clients.

The ongoing Covid-19 pandemic and the strict sanctions that have been imposed against Russia and Belarus might increase the credit risk. Beerenberg group is actively monitoring the clients risks in that aspect.

Currency and interest rate risk

A key principle for the Beerenberg group is to keep the currency risk as low as possible by using the same currency for both income and expenditure. In its international operations the group is not always able to follow this principle and as a result client and supplier contracts involving currency exposure beyond defined limits should be hedged. A limited amount of the group's revenues, expenditure and investments are denominated in foreign currencies. The group's interest rate risk in relation to interest-bearing debt is for the most part hedged through a long-term interest rate agreement, whereby a variable NIBOR-based interest rate plus a spread has been swapped so that exposure towards fluctuations in the short-term interest rate is reduced.

Financial and liquidity risk

The group´s financing arrangement requires it to achieve adequate cash flow and revenues over time. The group continues to measure the financial criteria in line with the terms of the agreement.

The Beerenberg group's financing is partly a bond loan with expiry date November 2023. The bond was listed in 2nd quarter of 2021. In addition, the group has a revolving credit facility in a commercial bank.

Market risk

The Beerenberg group operates in the oil and gas market, which due to price fluctuations can be volatile. Beerenberg is affected by the oil companies' actions and the prevailing oil and gas prices. To mitigate this, Beerenberg has diversified into various segments of the market, e.g., new-build

and maintenance and modification projects. Beerenberg is also expanding internationally, with the proprietary Benarx® product range and it is looking into related market segments, such as infrastructure for both products and services.

There is reason to believe that investment growth on the Norwegian Continental Shelf will abate in the long term. To expand its operations and customer base, the group has therefore been working to grow its international presence.

The current European energy situation, after the Russian Ukraine invasion, might influence the level of maintenance and investments in oil and gas. The consequences of the acts of war are uncertain.

Technology risk

The market in which Beerenberg operates will continue to seek improved solutions and products for the future. To maintain its competitive edge, the group has adopted a strategy of continued investment in engineering services, digitalization, and R&D along with an ambition to protect its assets through patents and other proprietary rights.

Research and development

In regard to research and development, The Beerenberg group's focus is on product and method development in the field of ISS. Beerenberg is working actively with research communities and institutions to develop new technology and in-house expertise within the group's areas of operation. Research and development are conducted in close partnership with clients to create value for the group's customers.

The Beerenberg group´s continuous focus on research and development has resulted in 16 registered patent families with 55 regional and national patents, 1 PCT/regional application per 31.12.21.

Sustainability governance

For Beerenberg, the attention to ESG is fundamentally about safeguarding our own future, securing sustainable conditions for the environment, and helping a positive social development.

ESG is linked to the long-term success of Beerenberg. It is our vision to go "Beyond expectations" to seek solutions that exceed the expectations of stakeholders, and we therefore have a responsibility to drive necessary changes, while continually seeking out and creating more sustainable solutions. We have consistently been working on our HSEQ performance and we have worked on strengthening our approach to the wider ESG scope. In 2021 the group developed and implemented a ESG strategy in line with recognized ESG frameworks and stakeholder expectations.

Social responsibility and ethics

Beerenberg's annual report includes a separate account of the group's approach, conduct and guidelines in relation to social responsibilities and ethics. The group´s ethical guidelines are a central part of its training programmes as training in the group's ethical guidelines helps ensure that employees and others acting on behalf of the group exercise good judgement and behave in a manner that is consistent with the group´s ethical rules.

Human relations, organisation and working environment

Human relations and working environment

The Beerenberg group had 1,253 employees as at 31.12.21, up from 1,203 at the end of 2020. Including contractors, the number of FTEs totalled 2,326.

Beerenberg seeks to sustain a good working environment with enthusiastic and motivated staff who feel that they are being well looked after. The group has staff arrangements and fora for co-operation between staff and management, as is common within the sector.

Equality and discrimination

Beerenberg has respect for every individual and recruitment is based on qualifications without regard for the candidate's gender, age, disability, sexual orientation, ethnicity, religion, or cultural background. Beerenberg wishes to create an inclusive workplace culture and is working actively to ensure a good working environment. All employees shall be given salary and working conditions that are competitive and fair.

It is Beerenberg's ambition to increase the proportion of women at all levels within the organisation by taking a systematic approach to recruitment and enabling development

ANNUAL DIRECTOR'S REPORT 2021

and growth within the organisation. Female employees, most of whom serve in administrative positions, made up 6.2 % of the workforce at year end. In 2021 there were one woman in the group management team and two women on the board of directors.

Beerenberg has made a separate report to document the work implemented according to "The activity duty and the duty to issue a statement". The report could be read at www.beerenberg.com.

Organization

The group is organised as two business divisions – Services and Benarx. The group established a subsidiary in Thailand, Beerenberg Holding (Thailand) LTD, through reorganizing the business in Thailand.

Health, Safety and the Environment

Beerenberg continuously works to prevent injury and to create a working environment that is meaningful and healthy for all employees. Beerenberg has adopted a zero-tolerance philosophy in relation to injury to people, damage to the natural environment and material assets. The effort to prevent acute damage to health and injuries is a high priority for Beerenberg. By focusing on training, health monitoring, risk management and robust working practices, Beerenberg seeks to reduce the risk of health issues and injuries amongst employees exposed to risk. Beerenberg's health monitoring programme also applies to our subcontractors and is managed through contract meetings, reporting and audits.

Good working practices, job planning, and procedures alone are not enough to prevent sickness and injury. The key issue is compliance, whereby the knowledge and motivation of individual employees are key factors. Beerenberg's commitment to HSE includes (but is not limited to) obligatory HSE training for all employees and contractors as well as a threeday HSE course for all managers.

Central to Beerenberg's preventive HSE programme are also various surveys designed to strengthen our knowledge base, identify risk and associated HSE measures.

The group is working to reduce sickness absence, both at a collective and an individual level. Sickness absence in 2021 stood at 8,3 %, an increase from 7 % in 2020. Short-term

sickness absence accounted for 4.0 % and long-term absence for 4.3 %. The corresponding figures for 2020 were 3.7 % and 3.3 %, respectively.

In 2021, Beerenberg recorded 23 Incident involving personal injured requiring more than first aid; Four Serious Lost Time injuries (SLT), Nine lost time injuries (LTI), where Eleven injuries required medical treatment and ten of those were resolved with alternative work.

Beerenberg continues its systematic and preventive approach to reducing the number of incidents.

The natural environment

When conducting its operations, Beerenberg aims to minimize the environmental impact and the group aims to continuously improve its environmental performance.

Beerenberg's impact on the natural environment is primarily considered to stem from emissions of volatile organic compounds (VOCs) because of the use of paint products and solvents. This is a natural consequence of the group's activities, and the volume of VOC emissions will always reflect the volume of assignments and the type of products being ordered and delivered. Beerenberg endeavours to use alternative products and services that help reduce the environment footprint and with a lesser impact on the environment where possible (the substitution requirement). To reduce the negative environmental effects of its waste output, Beerenberg has introduced robust procedures for waste disposal and final processing (material and energy harvesting). The work of reducing microplastics is at the top of Beerenberg´s agenda through extended use of robots to collect microplastic.

Beerenberg is certified according to NS-EN ISO 9001: 2015 Quality management, NS-EN ISO 14001: 2015 Environmental management, and NS-ISO 45001: 2018 Occupational health and safety.

Future prospects

Beerenberg's strategy plan was revised in the autumn of 2021. The plan provides a framework for the group's development up until 2024. The Groups priorities in the period includes invest in people, invest in sustainability and invest in technology.

We expect that the maintenance and modifications market will grow in the coming years. The group's long-term contracts over 10 and 15 years will provide a solid base for the group going forward. Yet it is important to note that the market is shaped by external factors, especially the price of oil.

Throughout 2021, the group has taken steps to boost its competitiveness and these initiatives will continue. Together with the group's robust foundations, this means the group expects to maintain its revenues and see long term growth.

The board emphasis that the information included in this annual report contains certain forward-looking statements that address activities or developments that the Company anticipates will or may occur in the future. The statements are based on assumptions and estimates, and some of them are beyond the Company's control and therefore subject to risks and uncertainties.

Management and board liability Insurance

Management and board liability Insurance has been established for the board members and management. The insurance covers any personal liability that they may incur in connection with the performance of their duties. The insurance is established on market terms in an international insurance company with a solid rating.

The board's statement on corporate governance and executive management

The board of directors has directed the company and the group to develop procedures and systems for compliance with the Norwegian Code of Practice for Corporate Governance. The associated statement is presented as a separate part of the annual report.

The board's assessment and events after the balance sheet date

When this annual report is published, Russia has invaded Ukraine and strict sanctions have been imposed against Russia and Belarus. The consequences of the acts of war are uncertain. The Beerenberg Group has insignificant activities in and exposure to these countries but is following developments closely to detect any changes in our risk assessment.

In the board's view the financial statements and statement of financial position with accompanying notes provide a true picture of the activities of Beerenberg AS and of the group's position at year end.

In accordance with Section 3-3a of the Norwegian Accounting Act, the board can confirm that the requirements for the going concern assumption have been satisfied and that the financial statements have been prepared on that basis.

BERGEN 26 APRIL 2022 Board of Directors at Beerenberg AS

Chairman

Geir M. Aarstad Sebastian Ehrnrooth Ingelise Arntsen

Hilde Drønen Morten Walde

Arild Apelthun CEO

BEERENBERG AS GROUP

Group Accounts

Consolidated Income Statement		44
Consolidated Statement of Comprehensive Income		45
Consolidated Statement of Financial Position		46
Consolidated Statement of Changes in Equity		48
Consolidated Statement of Cash Flows		49
Note 1	Information about the group	50
Note 2	Basis of preparation	50
Note 3	Accounting principles	51
Note 4	Financial risk management	58
Note 5	Segment	61
Note 6	Revenues	63
Note 7	Other operating costs	64
Note 8	Personnel costs	64
Note 9	Finance income and finance costs	65
Note 10 Tax		65
	Note 11 Property, plant and equipment	67
	Note 12 Intangible assets and Goodwill	68
	Note 13 Financial instruments	70
	Note 14 Inventory	74
	Note 15 Bank deposits and cash equivalents	74
	Note 16 Share capital and shareholder information	74
	Note 17 Employee benefits – pensions	75
	Note 18 Remuneration of key employees	75
	Note 19 Warranty liabilities and provisions	76
	Note 20 Other short-term liabilities	76
	Note 21 Contingent outcomes	77
	Note 22 Related parties	77
	Note 23 Group entities	78
	Note 24 Derivatives	79
	Note 25 Interest-bearing liabilities	80
	Note 26 Secured liabilities	81
	Note 27 Events after the reporting date	81

Consolidated Income Statement

Amounts in NOK 1,000	Note	2021	2020
Revenue from contracts with customers		2 128 301	1 695 323
Other revenue		7 718	27 404
Total revenue	5, 6	2 136 019	1 722 727
Materials, goods and services		165 859	196 170
Personell costs	8,17,18	1 430 805	1 033 406
Other operating costs	7	322 904	276 446
Total operating expenses		1 919 568	1 506 022
Operating result before depreciation, amortisation and impairment losses		216 451	216 706
Depreciation, amortisation and impairment losses	11, 12	63 382	70 931
Operating result		153 069	145 775
Financial revenue	9	2 153	2 575
Financial expenditure	9, 25	84 368	93 392
Result before tax		70 854	54 958
Tax	10	14 421	8 478
Annual profit/loss		56 433	46 480
The annual profit/loss is attributable to:
Shareholders of the parent company The annual profit/loss is attributable to:		57 760	47 121
Non controlling interests		-1 327	-641
Annual profit/loss		56 433	46 480
Basic earnings per share for 1 000 000 A-shares	16	0,056	0,046

Diluted earnings per share are identical as there is no dilutive effect.

The accompanying notes 1–27 are an integral part of these financial statements.

Consolidated Statement of Comprehensive Income

Amounts in NOK 1,000	Note	2021	2020
Annual profit/loss		56 433	46 480
Amounts in NOK 1,000 Other revenue and expenses	Note	2021	2020
Change in value of derivatives	24	6 100	-49
Conversion differences		-3 379	-1 083
Total Comprehensive Income		59 153	45 347
Comprehensive income is attributable to:
Shareholders of the parent company		60 481	45 988
The statement of performance is attributable to: Non controlling interests		-1 327	-641
Total Comprehensive Income		59 153	45 347

Other revenue and expenses is after tax and will be reversed in the income statement.

The accompanying notes 1–27 are an integral part of these financial statements.

Consolidated Statement of Financial Position

Amounts in NOK 1,000	Note	31.12.2021	31.12.2020
Assets
NONCURRENT ASSETS
Intangible assets	12	19 246	31 057
Goodwill	12	782 762	782 762
Property, plants and equipment	11, 26	208 340	213 563
Financial fixed assets	17, 24	20 221	9 874
Deferred tax assets	10	3 010	0
Total Noncurrent assets		1 033 579	1 037 256
Amounts in NOK 1,000 Assets CURRENT ASSETS	Note	31.12.2021	31.12.2020
Inventory	14, 26	77 790	66 250
Accounts receivable from customers	6, 13, 26	306 387	249 611
Earned, not invoiced accounts receivables	6, 13, 21	195 220	143 998
Other receivables	13	23 701	39 196
Cash at bank	13, 15	193 345	139 733
Total current assets		796 443	638 787
Total Assets		1 830 022	1 676 043

BEERENBERG AS GROUP ACCOUNTS 2021

Amounts in NOK 1,000	Note	31.12.2021	31.12.2020
Equity and Liabilities
EQUITY
Share capital		26 700	26 700
Share premium		240 310	240 310
Other equity		279 531	219 050
Non controlling interests		-113	811
Total equity	16	546 428	486 871
Amounts in NOK 1,000 Equity and Liabilities	Note	31.12.2021	31.12.2020
LIABILITIES
Pension liabilities	17	17 322	12 175
Deferred tax liabilities	10	0	339
Interest bearing long-term liabilities	13, 25, 26	665 173	668 384
Derivatives	24	0	1 122
Total long-term liabilities		682 495	682 019
Interest bearing short-term liabilities	13, 25, 26	78 861	70 757
Supplier liabilities		188 014	135 285
Tax payable	10	18 520	12 050
Social security, VAT and other taxes		90 967	72 326
Other short-term liabililities	20, 21	203 210	196 943
Warranty liabilities	19	21 527	19 792
Total short-term liabilities		601 099	507 153
Total liabilities		1 283 594	1 189 172
Total equity and liabilities		1 830 022	1 676 043

The accompanying notes 1–27 are an integral part of these financial statements.

BERGEN 26 APRIL 2022

Board of Directors at Beerenberg AS

Chairman

Geir M. Aarstad Sebastian Ehrnrooth Ingelise Arntsen

Hilde Drønen Morten Walde Arild Apelthun

CEO

Consolidated Statement of Changes in Equity

Amounts in NOK 1,000	Share capital	Share premium	Conver sion reserve	Hedging reserve	Retained earnings	Total	Non controlling interests	Total
Equity as per 31.12.2019	26 700	240 310	3 413	-826	170 475	440 072	0	440 072
Annual result for the period					47 121	47 121	-641	46 480
Other Comprehensive income			-1 083	-49		-1 133		-1 133
Transactions with shareholders Changes in non-controlling interests							1 452	1 452
Equity as per 31.12.2020	26 700	240 310	2 329	-875	217 596	486 060	811	486 871
Annual result for the period					57 760	57 760	-1 327	56 433
Other Comprehensive income			-3 379	6 100		2 721		2 721
Transactions with shareholders Changes in non-controlling interests							404	404
Equity as per 31.12.2021	26 700	240 310	-1 050	5 225	275 356	546 541	-113	546 428

The accompanying notes 1–27 are an integral part of these financial statements.

Consolidated Statement of Cash Flows

Amounts in NOK 1,000	Note	2021	2 020
Cash flows from operating activities
Result for the period before tax		70 854	54 958
Tax paid for the period		-15 565	-16 418
Gains/losses from sales of fixed assets		-2 935	-60
Depreciation, write-down and amortisation	11, 12	63 382	70 896
Changes to inventory	14	-11 541	-5 089
Changes to accounts receivable from customers	13	-56 777	1 981
Changes to supplier liabilities		52 728	-26 525
Difference between expensed and paid-in/out pension premium		1 497	29
Changes to other time restricted items		7 729	7 736
Net cash flow from operating activities		109 372	87 508
Amounts in NOK 1,000	Note	2021	2020
Cash flows from investment activities
Incoming payments from the sale of tangible and intangible fixed assets	11	3 186	91
Outgoing payments from acquisition of tangible and intangible fixed assets	11, 12	-42 663	-17 109
Net cash flow from investment activities		-39 477	-17 018
Amounts in NOK 1,000	Note	2021	2020
Cash flows from financing activities
Outgoing payments on lease liabilities	13, 25	-15 866	-19 085
Incoming payments on long-term loans	13, 25	50 000	680 076
Outgoing payment on long-term loans	13, 25	-50 822	-850 000
Payments from entry of non-controlling interests	23	404	1 452
Net cash flow from financing activities		-16 284	-187 556
Net changes to cash and cash equivalents		53 612	-117 067
Cash and cash equivalents per 01.01		139 733	256 800
Cash and cash equivalents per 31.12	15	193 345	139 733

The accompanying notes 1–27 are an integral part of these financial statements.

Note 1 Information about the group

Beerenberg AS is a limited liability company registered in Bergen, Norway. The Beerenberg Group comprises the parent company Beerenberg AS and the subsidiaries Beerenberg Holding AS, Beerenberg Services AS, Beerenberg Industri AS, Beerenberg Solutions Poland Sp. z o.o, Beerenberg Korea LTD, Beerenberg Singapore LTD, Beerenberg UK LTD, Beerenberg Holding (Thailand) LTD and Beerenberg (Thailand) Co., LTD.

The head office is in Bergen and the group has offices in Stavanger and Skien in Norway, in Singapore, Poland, South-Korea and in Thailand.

The group delivers expertise and technology as well as engineering and inspection services in the fields of surface treatment, passive fire protection, insulation, architecture/ interiors, scaffolding, Rope access techniques, and habitats as well as mobile machining, cutting and decommissioning.

The consolidated financial statements comprise the parent company and subsidiary companies, referred to collectively as "the group" and individually as "group entities".

Refer to note 16 for ownership structure.

The annual financial statements were authorised for issue by the board of directors on 26 April 2022.

Note 2 Basis of preparation

Confirmation of financial framework

The consolidated financial statements have been prepared in accordance with EU-approved IFRS standards and associated interpretations as required as at 31 December 2021 and in accordance with additional Norwegian disclosure requirements under the provisions of the Norwegian Accounting Act as at 31 December 2021. There have been no changes in accounting principles from 2020 to 2021.

The proposed consolidated financial statements were authorised by the board and CEO on the date stated in the signed statement of financial position. The consolidated financial statements shall be reviewed by an ordinary general meeting for final approval.

FUNCTIONAL CURRENCY AND PRESENTATION CURRENCY

The consolidated financial statements are presented in NOK, which are both the functional currency of the parent company and the presentation currency of the group.

The accounts of individual entities within the group are measured in the currency used where the entity predominantly operates (functional currency). The group have subsidiaries in Poland, UK, Thailand, Singapore and Korea where the functional currency is PLN, GBP, THB, SGD and KRW respectively. However, of the groups consolidated revenue more than 90% is in NOK, thus changes in currencies have limited impacts on the consolidated figures

BASIS OF CALCULATIONS

The consolidated financial statements have been prepared using historical cost principles, with the exception of

▪ Derivatives, which are assesed at fair value.

Note 3 Accounting principles

The accounting principles described below have been consistently applied to all companies in the group in all periods.

Consolidation principles

SUBSIDIARY COMPANIES

The subsidiary companies include all entities where the group has a deciding influence on the entity's financial and operational strategy, normally through the ownership of more than 50% of the voting capital, and where the entity constitutes an enterprise. Subsidiaries are consolidated from the date when control was transferred to the group. Consolidation ceases on the date when the group no longer has control.

Acquired subsidiaries are accounted for in the consolidated financial statements based on the parent company's acquisition cost. When acquiring a subsidiary company, the purchase price of the acquired undertaking must be distributed so that the opening balance of the group reflects the estimated fair value of the assets and liabilities that have been acquired. In order to establish the fair value of an acquisition, alternative methods must be used for assets for which there is no active market. Excess value beyond that which can be attributed to identifiable assets and liabilities is recognized as Goodwill. If the fair value of the equity in an acquired company exceeds the consideration paid, the excess is immediately recognized as income. The allocation of the purchase price upon consolidation is amended if new information appears about the fair value applicable on the date control was obtained, no later than 12 months after the acquisition took place.

Intragroup transactions, balances and unrealised gains are eliminated. Unrealised losses are also eliminated but are considered to be an indicator of impairment, which would require an assessment to be made as to whether the transferred asset should be written down.

Group entities

The statements of financial position and comprehensive income of group entities with a functional currency that differs from the presentation currency are translated as follows:

• a) The statement of financial position is translated using the exchange rate at the end of the reporting period
• b) The statement of comprehensive income is translated using the average exchange rate (if the average exchange rate does not give a reasonable overall estimate for the transaction exchange rate, then the transaction exchange rate is used)

c) Translation differences are taken to other revenues and costs and are specified as a separate item.

Conversion reserve

This fund is a part of the statement of equity and includes all foreign exchange differences related to the conversion of financial statements from foreign subsidiaries.

Financial instruments

The group initially recognizes financial instruments on the date the group becomes a party to the contractual provisions of the instrument.

CLASSIFICATION AND MEASUREMENT

The group classifies its financial assets in the categories (1) amortized cost (2) financial assets at fair value through other comprehensive income (3) financial assets at fair value through profit or loss. Classification is dependent on the objective of the financial instrument and the groups business model.

AMORTIZED COST

Financial instruments that the group holds in order to receive contractual cash flows is recognized at fair value and is in subsequent periods measured at amortized cost. This mainly relates to financial instruments as trade receivables, other receivables and bank deposits.

Financial liabilities are recognized at fair value and are measured, as a main rule, in subsequent periods at amortized cost. Financial liabilities like trade payables, leasing, bond, and other liabilities are classified as amortized cost.

If an impairment in the fair value of a financial asset has been taken directly to other income and expenses, and if there is objective evidence that the asset has been the subject of an impairment, the accumulated loss that has been recognized directly in other income and expenses in profit or loss will be recognized. This applies even if the financial asset has not been realised. The loss recognized in profit or loss is the difference between the acquisition cost at the time of acquisition and the current fair value, less any impairment of the financial asset previously recognized in profit or loss.

With the exception of inventories (see Inventories) and deferred tax assets (see Income tax), the carrying amount of the group's financial assets is continually assessed to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The group has entered into an interest swap in order to reduce the risk of variable interest rate on Bond. This interest swap is designated as a hedge instrument in hedge accounting in accordance with IFRS 9, and changes in fair value of this interest swap is recognized through other comprehensive income. Details of this interest swap is further described in note 24.

FAIR VALUE THROUGH PROFIT OR LOSS

By default, other financial instruments that are not classified as amortized cost or designated as a hedge instrument and recognized as fair value through other comprehensive income is recognized as fair value through profit or loss.

Derivatives are classed as financial assets at fair value through profit or loss, unless they are part of a hedge relationship. The only derivative the group have in 2021 is designated as a hedge instrument, thus there are now no financial instruments recognized through profit or loss

DERECOGNITION OF FINANCIAL INSTRUMENTS

The group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30–45 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group's impairment policies and the calculation of the loss allowance are provided in note 13.

Trade payables and other short-term payables

Trade payables are measured at fair value when initially recognized and at amortised cost in subsequent periods. Due to their short residual maturity, the nominal value of the payables is deemed to reflect their fair value / amortised cost.

Cash and cash equivalents

Cash and cash equivalents comprise cash and bank deposits.

Share capital

Ordinary shares are classed as equity. Costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity (share premium) net of any tax effects.

Tangible non-current assets

The group's tangible non-current assets comprise production equipment, workshops and improvements to buildings and other operating equipment. Tangible non-current assets are recognized in the statement of financial position at cost less accumulated depreciation and write-downs. The cost price of tangible non-current assets is the purchase price including expenses directly attributable to the purchase of the asset. The cost of self-constructed assets includes the cost of materials, direct labour costs, borrowing costs and other costs directly attributable to bringing the assets to a working condition for their intended use, the cost of dismantling and removing the items, and restoring the site on which they are used.

Expenses incurred after the non-current asset has been put into use, such as ongoing daily maintenance, are recognized in profit or loss in the period in which they were incurred, except for other expenses expected to generate future economic benefits that are recognized as a part of the noncurrent asset.

If substantial, individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate components.

Gains and losses on disposal are included in the operating profit or loss.

Goodwill

The group measures Goodwill as the fair value of the consideration transferred, less the net amount (normally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date.

Goodwill is distributed to cash-generating units and is not subject to an amortisation schedule but is tested for impairment annually and when there is an indication that a writedown is necessary. Goodwill write-downs are not reversed. For the purpose of testing Goodwill for impairment, Goodwill is allocated to the cash-generating units that are expected to benefit from the acquisition.

Intangible assets

RESEARCH AND DEVELOPMENT

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge, is recognized in profit or loss as incurred.

Development activities include designs or plans for the production of new or substantially improved products and processes. Development expenditure is capitalized only if it can be reliably measured, if the product or process is technically or commercially viable, if future economic benefits are probable, and if the group intends to and has sufficient resources to complete the development and to sell or use the asset. The expenditure capitalized includes materials, direct labour, directly attributable overhead costs and borrowing costs. Other development expenditure is recognized in profit or loss as incurred.

Capitalized development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Depreciation

Property, plant and equipment are depreciated on a straightline basis over their estimated useful life. Depreciation is calculated on the basis of the cost of the asset or other amount substituted for cost, less its residual value.

The economic useful life of scaffolding is assessed, and its period of use has been set at 15 years. The period of use is the period in which the group expects to use the scaffolding and may thus be shorter than its economic useful life. The period of use and the residual value are assessed at the end of each reporting period and adjusted if necessary. Scaffolding is depreciated over a period of 15 years.

Containers and workshops are depreciated over a period of 10 years, while other production equipment and other assets are depreciated over a period of 3–7 years.

Intangible assets are amortised on a straight-line basis over their estimated useful life from the time they are available for use, since this most closely reflects the consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current period and comparative periods are as follows:

• ▪ Customer relationships 3–10 years
• ▪ Technology 5–10 years

Amortisation method, useful life and residual value are reviewed annually and adjusted if necessary.

Impairment losses of non-financial assets

When the carrying amount of a non-current asset is higher than the estimated recoverable amount, the value is written down to the recoverable amount. The recoverable amount is the greatest of fair value less cost to sell and its value in use. The scope for reversing any previous write-downs (except Goodwill) is assessed on each reporting date.

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually.

An impairment loss is recognized when the carrying amount of an asset or cash-generating unit exceeds the recoverable amount. Impairment losses are recognized through profit or loss.

Impairments estimated for cash-generating units are allocated so that the carrying amount of any Goodwill in the cash-generating units is reduced first. Next, the remaining impairment losses on the other assets in the unit are allocated pro rata based on the carrying amount.

CALCULATING THE RECOVERABLE AMOUNT

The recoverable amount of an asset is the greater of the net selling price (less cost to sell) and value in use. The value in use is estimated by discounting expected future cash flows to their present value using a market-based risk-adjusted discount rate. For assets that do not generally generate independent cash flows, the recoverable amount is determined for the smallest cash-generating unit to which the asset belongs.

REVERSING IMPAIRMENT LOSSES

Impairment losses on Goodwill are not reversed. In respect of other assets, impairment losses are reversed if there is any change to the estimates used to calculate the recoverable amount.

Lease agreements

IFRS 16 requires all contracts that contain a lease to be recognized on the balance sheet as a right-of-use asset and a corresponding lease liability. The lease liability represents the net present value of the lease payments to be made over the remaining lease period. The right-of-use asset is depreciated over the lease term. For Beerenberg this mainly applies to office buildings and other facilities. Short-term and low value lease agreements are exempted from IFRS 16 and accounted for as operating expenses.

Inventories

Inventories are measured at an amount equal to the lower of acquisition cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and selling expenses. The acquisition cost of manufactured inventories includes the direct cost of materials, direct labour and a share of indirect production overheads, while the acquisition cost of purchased inventories is the cost price based on the first-in-first-out principle and includes the cost incurred in acquiring the inventories, production or conversion overheads and other costs incurred in bringing them to their existing location and condition. In accordance with IAS 2.28, the value of inventories is written down to the net realisable value if the inventories have been damaged or have become wholly or partially obsolete or if the selling price has fallen.

Pension costs and pension obligations

Pension costs and pension obligations are treated in accordance with IAS 19R. Pensions are described in Note 17. The net pension costs for the period are classed as salary and personnel costs.

The group operates a pension scheme financed by contributions paid into a separate legal entity (insurance company) in the form of a defined contribution plan. A defined contribution plan is a pension scheme under which the group pays fixed contributions to the insurance company. The group has no further payment obligations once the contributions have been paid. The contributions are recognized in profit or loss as salary costs as incurred. Prepaid contributions are recognized as assets to the extent that they can be refunded or reduce future contributions.

The group is also participant in the AFP scheme which is a pension-scheme that pays a lifelong supplement to ordinary pension benefits.

The group has in addition to the ordinary pension scheme also a supplementary pension plan for executive management and key employees.

Provisions

Provisions are accounted for when the group has an obligation (legal or self-imposed) resulting from a previous event if it is likely (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be reliably calculated. If the effect is significant, the provision is calculated by discounting expected future cash flows with a discount rate before tax that reflects the market's valuation of the time value of money and, if relevant, risks specifically linked to this obligation.

WARRANTIES

A provision for warranties is recognized when the underlying products or services are delivered. The warranty period is normally 2-5 years. At the end of a project, a provision is made to meet any warranty claims and complaints. The provision is based on historical information about warranties weighted by the probability that a warranty expense will be incurred. It is normal for such provisions to be a fixed proportion of the contract value, but a larger or smaller provision may be made depending on the specific assessment of individual projects. Experience from previous projects provides the best basis for making both general and specific warranty provisions. Factors that may affect the size of the provision include the group's quality measures and project implementation model.

RESTRUCTURING

A provision for restructuring is recognized once the group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been communicated to the affected parties.

ONEROUS CONTRACTS

A provision for onerous contracts is recognized when the group's expected revenue from a contract is lower than the unavoidable cost of meeting its contractual obligations. The estimated provision is the present value of the lower of the expected cost of terminating the contract and the expected net cost of fulfilling the contract. Before a provision is made, all impairment losses on assets associated with the contract are recognized.

Revenue recognition

REVENUES FROM SALE OF SERVICES

Most of the group's revenue is associated with long-term maintenance contracts. Revenues are recognized in accordance with IFRS 15 Revenue from contracts with customers. The groups primarily customers are within onshore/offshore oil service. The contracts are invoiced and recognized as income on basis of hours incurred multiplied by a defined hourly rate associated with the services provided, unit price contracts are recognized as income in accordance with measured progress and equipment rental is recognized as income in the period the equipment is hired out.

As a general rule, these contracts are agreed with a fixed price per unit (unit price contracts) or a fixed price per hour, and variations thereof. What constitutes a unit varies from contract to contract, but as an example it may be a square metre of surface treatment.

At the end of each billing period, the group reports to the customer the number of hours and/or number of units

completed in the period. The former is based on the recorded and approved number of hours, while the latter is based on physical progress. The customer reviews the supporting documentation and issues a payment certificate to the group. On the basis of the payment certificate, the group recognizes the revenue for the period as income and bills the customer. By having the customer review the documentation of work completed and issue a payment certificate, the revenue has the prior approval of the customer.

On smaller projects, the work carried out in the period is billed and recognized as income based on work completed or, as a general rule, based on approved timesheets, but without the customer issuing a payment certificate in advance. Some smaller projects are also billed and recognized as income upon completion of the project. These types of projects will rarely stretch over multiple reporting periods.

If the outcome of a contract cannot be measured reliably, the contract revenues are recognized only to the extent that the incurred contract expenses are expected to be met by the customer. An expected loss on a contract is recognized in profit or loss as incurred.

REVENUES FROM SALE OF GOODS

Revenue from the sale of goods is recognized when persuasive evidence exists that control of the goods have been transferred to the buyer. For sales of the group's products, transfer normally occurs once the product is received at the customer's warehouse or installation.

In some contracts, the delivery of materials is incorporated in the fixed hourly price or the fixed unit price. In other cases, the delivery of materials is billed separately. The delivery of materials is recognized as income when the materials have been put into use on a project or transferred to the customer in some other way.

REVENUES FROM HIRING OF EQUIPMENT

Normally revenue from hiring of equipment is considered as revenue from sale of service as the letting of scaffolding is part of the same performance obligation. The group also have some letting of scaffolding without connection to revenue from sale of service. Such letting of scaffolding and other equipment is invoiced and recognized as income in the period it has been let.

ACCRUED, NOT INVOICED CONTRACT REVENUES

Accrued, not invoiced contract revenues represent the value of completed contract work less payment from the customer. The value of completed contract work is measured at cost plus accrued net profit to date. Payment from customers is offset in the statement of financial position against contract work in progress. Received customer advances in excess of value of work performed are classified as current liabilities.

Government grants

The group receives various types of government grants in relation to its research and development activities. These may be funding through the SkatteFUNN scheme or other grants. Such grants, whereby the group is compensated for expenses incurred, are systematically recognized in profit or loss over the period that the expenses are recognized. Grants that compensate the group for the cost of an asset are recognized in profit or loss over the useful life of the asset.

The group also applies for other government support schemes where the group is qualified. Such grants are recognized as other revenue in the period received.

Finance income and finance costs

Finance income comprises interest income on funds invested during the year. Finance costs comprise interest costs incurred during the year.

Foreign currency gains and losses are reported on a net basis.

Income tax and deferred tax

Income tax expenses comprise current and deferred tax. Tax is recognized in profit or loss, except when it relates to items taken to other income and expenses or directly to equity or are linked to business combinations. If this is the case, the tax is also taken to other income and expenses or directly to equity.

Tax payable for the period is calculated in accordance with tax laws and rules that have been enacted, or substantially enacted, by the tax authorities at the end of the reporting period. Taxable income is calculated on the basis of the legislation in the countries in which the group's subsidiaries operate and generate taxable income.

Using the liability method, deferred tax is calculated on all temporary differences between the tax value and consolidated accounting value of assets and liabilities. The following temporary differences are not taken into account:

• ▪ Goodwill that is not tax deductible
• ▪ Initial recognition of assets or liabilities that affects neither accounting nor taxable profit or loss
• ▪ Differences relating to investments in subsidiaries that are not likely to reverse in the near future

Deferred tax is calculated using tax rates and tax legislation that have been enacted, or substantially enacted, at the end of the reporting period.

Note 3 | Accounting principles

Deferred tax assets are recognized to the extent that it is probable that future taxable income will be generated against which the deductible temporary differences can be realised.

Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset them.

Statement of cash flows

The group's consolidated statement of cash flows shows the group's total cash flows spread over operating, investing and financing activities. The statement shows the effect of each activity on the group's liquid assets.

The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term highly liquid investments with insignificant risk convertible into known amounts of cash with maturities less than three months from acquisition date.

Cash flows from operating activities is based on result before tax, and adjusted for change in working capital and depreciation. Thus, interest paid are presented as part of the operating cashflow.

Earnings per share

Basic earnings per share and diluted earnings per share are presented for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss for the period attributable to ordinary shareholders of the group by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted earnings per share are determined by adjusting the profit or loss and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for dilutive potential.

Determination of fair values

The group's accounting principles and note information require the determination of fair value for both financial and non-financial assets and liabilities. Fair values are determined for measurement and/or disclosure purposes based on the methods described below. If relevant, further information about the assumptions made is disclosed in the notes relating to the respective assets and liabilities.

TANGIBLE NON-CURRENT ASSETS

The fair value of property, plant and equipment is recognized at fair value if part of a business combination. The fair value of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and replacement cost when appropriate.

INTANGIBLE ASSETS

The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method. The value is established residually by deducting a fair return on all other assets that together with customer relationships generate the cash flows used in the calculation.

The fair value of other intangible assets is based on the discounted expected cash flows derived from the use and subsequent sale of the assets.

INVENTORIES

The fair value of inventories acquired in a business combination is the estimated selling price in the ordinary course of business less the cost of completion and sale, to include a profit margin based on the effort required to complete and sell the inventories.

TRADE RECEIVABLES AND OTHER RECEIVABLES

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the end of the reporting period (the reporting date).

ACCOUNTS PAYABLE AND OTHER LIABILITIES

Trade payables are obligations to pay for goods and services from suppliers to the ordinary operations and are measured at fair value (historical cost)

Loans are recognized initially at fair value when the loan is paid, net of transaction costs. In subsequent periods, loans are measured at amortized cost using effective interest rate.

Other liabilities are measured at fair value.

Estimates and judgements

Preparing the financial accounts in accordance with IFRS requires the management to make assessments, estimates and assumptions that affect the application of the accounting principles. The carrying amounts of assets and liabilities, as well as revenues and costs, are affected by these assessments. Actual results may deviate from estimated amounts. Estimates and their associated assumptions are based on historical data and other factors that are deemed to be relevant and representative. These calculations form the basis for assessing the amounts recognized in respect of assets and liabilities that cannot be determined on the basis of other sources.

Estimates and underlying assumptions are reviewed continually. Changes to accounting estimates are recognized in the period in which they occur if they only apply to that period.

If the changes also pertain to future periods, the effect is distributed over the current and future periods.

Estimates and judgements are reviewed on an ongoing basis and are based on historical information and other factors, including assumptions and future events that are deemed likely under the current circumstances.

ESTIMATES/ASSUMPTIONS

The group produces estimates and makes judgements/ assumptions about the future. The resulting accounting estimates will rarely correspond fully to the final outcome. Estimates and assumptions that entail a risk of substantial changes in the carrying amounts of assets and liabilities during the next accounting year are:

i) Revenue recognition – As described in the section revenue recognition, often a measurement of physical progress in the service delivery is applied, which in some cases lead to use of estimates.

The most significant source of uncertainty in respect of revenues from contracts with customers relates to the estimation of supplementary work, additional requirements and bonus payments that are recognized as income to the extent that the group finds it highly probable that a significant reverse of revenue will not occur. For many projects, there may be substantial changes to the agreed scope of work that may lead to a number of variations in contract work. It is normal for contracts to contain provisions for how such changes should be handled. At any given time there will be unapproved variations in contract work and requirements included in the contract revenues. Although the management has extensive experience in assessing the outcome of such negotiations, there will always be an element of uncertainty.

The cost of completion depends on both productivity factors and salary levels. Factors that may substantially affect cost estimates, requirements and variations in contract work include weather conditions, access to work sites, the price of raw materials and other circumstances that may have an effect on time use.

Revenue recognition of contracts with mobilisation and demobilisation costs requires assumptions to be made about the duration of the contract, including potential extension options, in order to allocate expenses and revenues from the mobilisation/demobilisation period over the delivery period. Changes in the delivery period may result in adjustments being made to the accrued amount.

ii) Goodwill – In accordance with the accounting principles, the group performs tests annually, or more frequently if necessary, to determine whether Goodwill recognized in the statement of financial position should be written down. The estimated recoverable amount is calculated on the basis of the present value of budgeted cash flows for the cash-generating unit. The calculations require the use of estimates and that they are consistent with the market valuation of the group. Specific information about Goodwill and the testing of carrying amounts is provided in Note 12 Intangible assets.

New and amended standards adopted by the group

The group has applied the following standards and amendments for the first time for the reporting period commencing 01.01.2021:

• ▪ Interest Rate Benchmark Reform phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
• ▪ Covid-19-Related Rent Concessions amendments to IFRS 16

The Covid-19-Related Rent concessions amendment has not had any impact on the amounts recognized in prior periods and is not expected to significantly affect the future periods.

The Interest Rate Benchmark Reform phase 2 amendment address the issue that arise during the reform of an interest rate benchmark rate, including the replacement of one benchmark with an alternative one.

The group have financial agreements linked to the NIBOR benchmark rate, most notably the Bond issue described in note 25, and the interest rate swap described in note 24. The NIBOR benchmark rate will be replaced by NOWA, however the implementation date is not set. It is expected that future financial agreements will be linked to NOWA instead of NIBOR, but the expectation is that the major current agreements will not be affected, as the maturity date of these is in 2023 when NIBOR is expected to be still available. The future change of benchmark rate in financial agreements relevant for the group is not expected to materially change the total interest rate level in such agreements. Thus the effect of the interest rate benchmark reform is expected to have limited effect for the group.

Note 4 Financial risk management

As a global supplier of oil services, the group is exposed to market risks, exchange rate risk and interest rate risk, credit risk, inflation risk and liquidity risk.

The group has established procedures and guidelines for setting appropriate risk levels for its main risks and for monitoring its risk exposure. The group's objectives for capital management are to sustain the group's position as a going concern in order to generate a return for shareholders, to be of benefit to other interested parties, and to maintain an optimal capital structure in order to reduce the cost of capital.

Risk management for the group is undertaken centrally in accordance with guidelines approved by the board of directors. The group identifies, measures, manages and reports financial risks in collaboration with the various operating units.

Managing the capital structure involves actively monitoring and adjusting the composition in accordance with changes in financial and economic circumstances and in the risk linked to underlying assets. In order to maintain the desired capital structure, the group may refinance debts, buy or issue new shares or debt instruments, or it may sell assets.

The group continuously monitors counterparties in order to reduce risk relating to financing, investing excess liquidity, bank balances from operations and derivatives. The group's guidelines impose limitations on exposure to individual counterparties and contain procedures for identifying risk factors when they occur.

The board produces principles for the risk management policy and issues guidelines for specific areas such as exchange rate risk, interest rate risk, credit risk, the use of financial derivatives and other financial instruments and for investing excess liquidity.

Exchange rate risk

The group predominantly operates in Norway, but some of its activities are international and thus exposed to exchange rate risks in several currencies. Exchange rate risks emerge from current and future assignments and from recognized assets. The group is exposed to exchange rate fluctuations because a limited portion of the group's revenue and cost is in other currencies. According to group policy, customer- and supplier contracts with exchange rate risk exceeding defined limits shall be hedged.

The parent company uses NOK as its functional currency. An assessment is made annually as to what is the actual functional currency of each entity in the group.

The group has relatively insignificant investments in overseas subsidiaries where net assets are exposed to exchange rate risks upon translation.

Sensitivity analyzes related to exchange rate fluctuations is described in note 13. Normally these sensitivities are calculated at +/− 10% change, but due to increased volatility in exchange rates, the effects have now been calculated at +/− 30%.

Market risk

The Beerenberg group operates in the oil and gas market, which due to price fluctuations can be volatile. Beerenberg is affected by the oil companies' actions and the prevailing oil and gas prices. To mitigate this, Beerenberg has diversified into various segments of the market, e.g. new-build and maintenance and modification projects. Beerenberg is also expanding internationally, with the proprietary Benarx® product range and it is looking into related market segments, such as infrastructure for both products and services.

There is reason to believe that investment growth on the Norwegian Continental Shelf will abate in the long term. In order to expand its operations and customer base, the group has therefore been working to grow its international presence.

Cash flows and fair value interest rate risk

Variable rate loans pose an interest rate risk to the group's cash flows. The group is exposed to interest rate risks relating to debts, including financial leasing. Interest bearing debt as at 31.12.21 is a Bond issue and financial leasing, refer to note 25.

The weighted average effective rate of interest in relation to debt, was 9.9% in 2021 (2020: 8.9%).

Interest rate risks are continually reviewed by looking at potential refinancing, renewal of existing contracts, alternative financing and hedging. The groups calculation of interest on contracts is entirely linked to liabilities.

If effective interest rates had been 1% (percentage point) higher/lower on loans in NOK in 2021 and all other variables were constant, this would have resulted in a reduction/ increase in profit/loss after tax of NOK 5.5 million in 2021 (2020: 6.6 million) Equity would have been similarly affected.

This is due to higher/lower interest costs on variable rate loans.

The group's interest-bearing assets comprise as of 31.12 of bank deposits of NOK 193.3 million. Changes in market interest rates would affect operating cash flows related to these interest-bearing assets, but to a relatively modest degree.

FINANCIAL DERIVATIVE INSTRUMENTS

The group holds a limited number of financial derivative instruments to hedge its foreign currency and interest rate risk exposures. The management strategy is, at present, to use hedging instruments in order to mitigate the effect of changes in variable interest rates. The long-term financing of the group is based on variable interest rates (3 mnth Nibor) which is subject to fluctuations. The strategy is to minimize this risk by entering into interest swaps agreements to swap variable interest rates to fixed rates at a proportion of around 70% of total outstanding loans.

Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.

The group follows IFRS 9 criteria's for classifying a derivative instrument as a hedging instrument. These are as follows:

• a. the hedging relationship consists only of eligible hedging instruments and eligible hedged items.
• b. at the inception of the hedging relationship there is formal designation and documentation of the hedging relationship and the entity's risk management objective and strategy for undertaking the hedge.
• c. the hedging relationship meets all of the following hedge effectiveness requirements:
  • i. there is an economic relationship between the hedged item and the hedging instrument
  • ii. the effect of credit risk does not dominate the value changes that result from that economic relationship and
  • iii. the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.

Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and losses on the effective part of the contract are recognized in comprehensive income and as hedging reserve in the statement of equity, while those on the ineffective part are recognized in the income statement under finance.

Derivative financial instruments with positive fair value are classified as current assets if the remaining maturity of the hedged item is less than a year into the future, and as fixed assets when the remaining maturity of the hedged item is more than a year ahead. Financial derivatives with negative fair value are classified as a current liability if the remaining maturity of the hedged item is less than a year into the future, and as a long-term liability when the remaining maturity is more than a year ahead.

Refer to note 24 for a specification of the group's current derivative instruments.

Credit risk

Credit risks are assessed at group level. The group's financial assets that are exposed to credit risks are predominantly trade receivables. These receivables mostly concern multinational oil companies and independent oil and gas companies, including companies that are wholly or partially owned by foreign governments. The group handles its exposure to credit risk by carrying out continual credit checks of customers and make provisions for losses on doubtful accounts.

Routines are incorporated to ensure that sales are only made to customers with satisfactory credit worthiness. If an independent credit rating of a customer is available, it will be used when determining a credit limit. If no independent assessment of the customer's credit worthiness is available, an assessment is carried out on the basis of the customer's financial position, history and other factors as appropriate. Individual limits for risk exposure are set on the basis of internal and external assessments of credit worthiness and of guidelines provided by the board of directors. The major customers are predominantly large international oil companies or government-owned oil companies. Such companies generally have very good credit ratings.

The group have not provided any warranties that pose a significant risk.

Note 4 | Financial risk management

The group continuously seeks new opportunities for example in new build projects and increased presence in projects abroad. To enter new market segments, could imply changes to credit risk. This is a factor that the group has high focus on evaluating when considering such opportunities.

Liquidity risk

The group is exposed to liquidity risks relating to the repayment of debts and payments to suppliers. Cash flow forecasts are created for each operating unit within the group and aggregated at group level. Rolling forecasts for the group's liquidity requirements are monitored centrally to ensure that the group has sufficient cash equivalents to meet operating-related liabilities at all times. Such forecasts take into account the group's planned loans, compliance with borrowing terms and compliance with internal targets for reporting figures.

On the reporting date, the group had bank deposits of NOK 193.3 million plus an unused overdraft of NOK 71 million, designed to meet the liquidity risk.

Note 13 shows the group's interest-bearing financial liabilities classed according to maturity structure. Classification is carried out according to the due date stated in the contract. The amounts in the table are undiscounted contractual cash flows.

Interest-bearing long-term debt consists of a Bond with the principal amount of NOK 700 million. This Bond matures in November 2023.

Risk relating to capital management

The group's objectives for capital management are to sustain the group's position as a going concern in order to generate a return for its owners and to maintain an optimal capital structure in order to reduce the cost of capital.

In order to improve its capital structure, the group can adjust the level of dividends paid to shareholders, issue new shares, or sell assets to repay loans. The gearing in the group for 31.12.21 and for 31.12.20 is shown in table below.

	2021	2020
Total interest bearing debt	744 034	740 262
Less cash and cash equivalents	-193 345	-139 733
Net interest bearing debt	550 689	600 529
Total Equity	546 428	486 871
Total Capital (adjusted)	1 097 117	1 087 400
Debt Ratio	50 %	55 %
Gearing	1.0	1.2

(Amounts in NOK 1,000)

Operating segments are reported consistent with internal reporting provided to Chief Operating decision maker. Chief Operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, is defined as the Board of Directors. As at 31.12 there are two reporting segments in the group, "Services"

and "Benarx". Services includes business related to the traditional ISS activity of the company which is mainly related to major framework contracts. Benarx includes business involving production of insulation materials and related subsea insulation business.

	Services		Benarx		Eliminations		Consolidated
	2021	2020	2021	2020	2021	2020	2021	2020
Operating revenue external	1 898 140 1 426 221		237 879	296 506			2 136 019 1 722 727
Operating revenue internal	4 822	4 841	70 328	45 442	-75 151	-50 284	0	0
Total Operating revenue		1 902 962 1 431 063	308 208	341 948	-75 151	-50 284	2 136 019 1 722 727
Direct cost		1 591 004 1 170 746	234 340	255 748	-70 328	-45 442	1 755 016 1 381 053
Gross profit	311 958	260 316	73 868	86 200	-4 822	-4 841	381 003	341 674
Admin & overhead	136 422	93 651	32 953	36 160	-4 822	-4 841	164 552	124 969
EBITDA *	175 537	166 666	40 915	50 040	0	0	216 451	216 706
Depreciation, and impairment losses of tangible assets	39 858	39 169	9 221	15 263			49 079	54 432
EBITA **	135 679	127 497	31 694	34 777	0	0	167 372	162 274
Amortisation and impairment losses of intangible assets	14 155	16 351	149	149			14 303	16 500
EBIT ***	121 524	111 146	31 545	34 628	0	0	153 069	145 774

*) Operating result before depreciation, amortisation and impairment losses

**) Operating result before amortisation and impairment losses of intangible assets

***) Operating result

Note 5 | Segment

ASSETS		Services		Benarx	Not Allocated			Eliminations	Consolidated
	2021	2020	2021	2020	2021	2020	2021	2020	2021	2020
Intangible assets	15 452	27 070	3 793	3 988					19 246	31 057
Goodwill	582 762	582 762	200 000	200 000					782 762	782 762
Property, plants and equipment	177 887	175 686	30 453	37 877					208 340	213 563
Financial fixed assets	20 221	9 874							20 221	9 874
Deferred tax assets					3010				3 010
Total noncurrent assets	796 322	795 391	234 247	241 865	3010				1 033 579 1 037 256
Inventory	45 067	33 150	32 723	33 099					77 790	66 250
Accounts receivable from customers	284 949	202 584	61 039	58 052				-39 600 -11 026	306 387	249 611
Other receivables	21 061	23 159	2 639	16 037					23 701	39 196
Earned, not invoiced contract
revenues	184 271	127 207	10 950	16 791					195 220	143 998
Cash at bank, cash in hand and
similar						193 345 139 733			193 345	139 733
Total current assets	535 348	386 100	107 351		123 980 193 345 139 733 -39 600 -11 026				796 443	638 787
Total Assets		1 334 680 1 181 491	341 597		365 845 193 345 139 733 -39 600 -11 026				1 830 022	1 676 043

GEOGRAPHIC

Revenue is also measured according to whether it is earned in Norway/on the Norwegian Continental Shelf (NCS) or internationally (ICS)

	NCS		ICS		Consolidated
internationally (ICS)	2021	2020	2021	2020	2021	2020
Total Operating revenue	1 984 157	1 560 641	151 862		162 086 2 136 019 1 722 727

Reconciliation of EBITDA to profit/loss before tax:	2021	2020
EBITDA	216 451	216 706
Depreciation, amortisation and impairment losses	63 382	70 931
Net finance costs	82 215	90 817
Result before tax	70 854	54 958

Revenue from customers who make up more than 10% of total revenue

Revenue from 2 customers make up more than 10% of total revenue in 2021 or 2020. Revenues from customer 1 amounted to 1 089 615 which was 51% of total revenue (2020: 971 777, 56% of total revenue). Revenues from customer 2 amounted to 313 468 which was 15% of total revenue (2020: 140 662 8% of total revenue).

(Amounts in NOK 1,000)

Beerenberg's main contracts with customers are servicing and maintenance contracts. Main deliveries in these contracts involves enhancing assets that the customer controls while the asset is enhanced. This means that Beerenberg's customer contracts involving sales of services are recognized over time when services are delivered. Revenue from Beerenberg's contracts with customers involving sale of goods are recognized at a point in time which the company transfers control of the goods to the customer.

The company's revenue also arises from hiring out different types of equipment, mainly scaffolding. Contracts involving letting of equipment are normally integrated in contracts for perforing services. Revenues from letting of equipment are recognized over time as the customer has control of the equipment which is hired. Other revenue in 2020 and 2021 is mainly related to government business compensation scheme related to Covid-19 in Poland and in Norway.

	2021	2020
Revenues from contracts with customers
Revenues from sale of services	1 733 713	1 271 747
Revenues from sale of goods	242 022	284 919
Revenues from hiring of equipment	152 566	138 658
Total revenue from contracts with customers	2 128 301	1 695 323
	2021	2020
Other revenue
Gains from sale of assets	2 935	60
Government business compensation scheme	4 783	25 698
Other revenue	0	1 646
Total other revenue	7 718	27 404
Total revenue	2 136 019	1 722 727
	2021	2020
Accounts receivables
Trade receivables at face value	309 840	254 121
Provision for losses on claims	(3 452)	(4 510)
Total trade receivables	306 388	249 611
	2021	2020
Total accounts receivables
Accounts receivables from customers	309 840	254 121
Earned, not invoiced accounts receivables	195 220	143 998
Total accounts receivables	505 060	398 119

Earned, not invoiced accounts receivables relates to consideration for work performed, but not yet invoiced at the reporting date. This mainly pertains to work performed in December 2021, invoiced in January 2022. Earned, not invoiced accounts receivables is transferred to accounts receivables when the company has issued invoice to the customer.

(Amounts in NOK 1,000)

Beerenberg's other operating costs totals 322 904. (276 446 for 2020) 70–80% of these costs are project costs. Other costs are costs relating to consulancy fees, premises and

associated costs, IT, insurance premiums, contingents, marketing and patent costs.

	2021	2020
Travel expenses	114 025	98 040
Rental of equipment	40 668	27 679
Other project costs	96 105	88 756
Consultancy fees	20 283	21 878
Facilities	19 990	14 664
IT	21 050	17 736
Other	10 783	7 693
Total other operating costs	322 904	276 446
Auditor's fee	2021	2020
Statutory audit	1 365	1 301
Other assurance services	52	210
Tax advisory fee (incl. technical assistance with tax return)	226	153
Other assistance	34	127
Total	1 678	1 791

The sums stated are exclusive of VAT.

Note 8 Personnel costs

(Amounts in NOK 1,000)

Personnel costs	2021	2020
Salaries incl. holiday pay	753 676	634 357
National Insurance contributions	112 556	90 997
Pensions	27 280	27 415
Contract personnel	518 866	263 908
Other employee benefits	18 427	16 730
Total Personnel costs*	1 430 805	1 033 406
Number of Full-time equivalent (FTE) *	2 221	1 716

* Both salaries and FTEs includes hired in personnel.

Note 9 Finance income and finance costs

(Amounts in NOK 1,000)

Finance income and finance costs	2021	2020
Gains from purchase and sales of own bonds	1 571	1 000
Interest income from bank and other sources	582	1 575
Finance income	2 153	2 575
Interest cost bank	837	3 827
Interest cost bond	68 020	69 122
Interest cost interest swap	1 422	7 470
Amortization of refinancing fee	9 113	5 819
Interest cost leasing	2 857	3 124
Interests from vendors and other interest costs	1 492	3 318
Net foreign exchange losses, realised	1 130	-1 269
Net foreign exchange losses, unrealised	-503	1 982
Finance costs	84 368	93 392
Net finance costs recognised in income statement	-82 215	-90 817

(Amounts in NOK 1,000)

	2021	2020
Tax payable has been calculated as follows
Ordinary result before tax	70 854	54 958
Profit/loss in foreign subsidiaries, not included in basis for tax payable	-9 802	-7 659
Permanent differences	-225	-2 132
Change in differences included in the basis for deferred tax assets/liabilitites	23 354	9 905
Reversed taxable profit from previous years	0	-300
Basis for tax payable	84 181	54 771
Tax payable on the result for the year	18 520	12 050 01.01–31.12
Tax cost is calculated as follows:	2021	2020
Tax payable on the result of the year	18 520	12 050
Corrections to previous years	970	201
Gross changes deferred tax	-5 069	-3 772
Total tax cost for the year	14 421	8 478

	31.12.2021	31.12.2020
Tax payable on the balance sheet has been calculated as follows:
Tax payable on the result of the year	18 520	12 050
Total tax payable	18 520	12 050
Specification of deferred tax/deferred tax concessions changes over profit and loss	31.12.2021	31.12.2020
Additions through business combinations	2 676	5 096
Fixed assets	7 566	6 944
Current assets	2 837	4 704
Liabilities	-11 179	-9 705
Precluded interest deduction to be carried forward	-4 860	-4 860
Other deferred tax	-1 524	-1 593
Net temporary differences	-4 484	586
Tax losses carried forward	0	0
Deferred tax before OCI	-4 484	586
Specification of deferred tax/deferred tax over OCI	2021	2020
Derivatives	1 473	-247
Deferred tax OCI	1 473	-247
Deferred tax assets (-) obligations (+)	-3 010	339

Explanation as to why the tax for the year does not amount to 22% of the result before tax

Calculated tax	14 421	8 478
Reversed taxable profit from previous years	0	-66
Profit/loss in foreign subsidiaries, not included in basis for tax payable	-2 088	-3 278
Corrections to previous years	970	201
Permanent differences (22%)	-50	-469
22% of the result before tax	15 588	12 091

31.12.2021 31.12.2020

Note 11 Property, plant and equipment

(Amounts in NOK 1,000)

31.12.2021	Vehicles	Production equipment	Telecoms & IT	Buildings, barracks and halls	Right of use assets	Total 31.12.2021
Acquisition cost 01.01	33 253	489 744	16 476	57 916	82 338	679 728
Acquisitions of non-current assets	4 033	35 497	2 743	347	2 056	44 677
Disposals	0	-251		0		-251
Exchange rate effects		-380	-12	-47	-132	-571
Acquisition cost 31.12	37 286	524 610	19 207	58 217	84 262	723 583
Accumulated depreciation 01.01	26 116	339 920	16 140	48 999	34 989	466 164
Depreciation for the year	3 617	27 639	265	3 655	12 955	48 132
Write-downs for the year	5	941				947
Disposals – accumulated depreciation						-
Accumulated depreciation 31.12	29 738	368 501	16 406	52 654	47 944	515 243
Capitalized value 31.12	7 548	156 110	2 802	5 563	36 318	208 340
Economic useful life	5–7 years	5–10–15 years	3 years	10 years	2–10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line	Straight-line	Straight-line

The category Production equipment contains some assets that are leased. The book value of leased material as of 31.12.2021 is 10 785 and relates mainly to scaffolding in the subsidiary Beerenberg Industri AS. For reference the book value of leased material as of 31.12.20 was 11 989.

Following implementation of IFRS 16 from January 1st 2019 long term rental agreements of property is booked as Right of use assets. The book value of such right of use assets is as of 31.12.21 36 318 (2020: 47 349) and represents the value of rental agreements for office buildings, factories or similar

premises. The value of right of use is calculated by the sum off all future rent obligations discounted to the implementation date by applying a discount rate of 5%. The right of use assets are depreciated by straight line over the period for the rent. Refer to note 9 for interest cost of leasing, and note 13 for maturity overview of leasing. In addition to leasing agreements that are booked as right of use asset, the group also rents equipment, and some times also premises, on short term contracts or of low value. Cost related to such rental agreements are booked as other operating costs, refer to note 7.

		Production	Telecoms &	Buildings,	Right of use	Total
31.12.2020	Vehicles	equipment	IT	barracks and halls	assets	31.12.2020
Acquisition cost 01.01	30 734	477 352	16 272	55 876	77 703	657 937
Acquisitions of non-current assets	2 519	12 329	204	2 041	4 651	21 744
Disposals		-31		0		-31
Exchange rate effects		94		0	-16	78
Acquisition cost 31.12	33 253	489 744	16 476	57 916	82 338	679 728
Accumulated depreciation 01.01	22 879	311 968	15 941	44 514	16 464	411 767
Depreciation for the year	3 236	27 338	199	4 485	18 525	53 784
Write-downs for the year		613				613
Disposals – accumulated depreciation
Accumulated depreciation 31.12	26 116	339 920	16 140	48 999	34 989	466 164
Capitalized value 31.12	7 137	149 824	336	8 918	47 349	213 563
Economic useful life Depreciation schedule	5–7 years Straight-line	5–10-15 years Straight-line	3 years Straight-line	10 years Straight-line	2–10 years Straight-line

Note 12 Intangible assets and Goodwill

(Amounts in NOK 1,000)

	Patents and		Customer		Total
31.12.2021	development projects	Software	relationships	Goodwill	31.12.2021
Acquisition cost 01.01	91 967	30 337	267 324	887 872	1 277 499
Acquisitions in-house R&D	2 049	449			2 497
Acquisitions of non-current assets
Exchange rate effects		-5			-5
Acquisition cost 31.12	94 016	30 780	267 324	887 872	1 279 991
Accumulated amortisation 01.01	80 972	29 916	198 975		309 863
Accumulated write-downs 01.01	3 520		45 187	105 110	153 817
Amortisation for the year	2 971	333	11 000		14 303
Accumulated amortisation 31.12	83 943	30 249	209 975		324 167
Accumulated write-downs 31.12	3 520		45 187	105 110	153 817
Capitalized value 31.12	6 553	531	12 162	782 762	802 008
Economic useful life Depreciation schedule	5 years Straight-line	5 years Straight-line	10 years Straight-line

At the start of 2021 the Beerenberg AS Group had recorded Goodwill to the amount of 782 762. This goodwill is primarily allocated to the employees, corporate culture, know-how and synergies that can be realised in connection with the acquisition of subsidiaries. Stable operative management is achieved through the active ownership of key personnel in acquired companies. In 2013 Beerenberg Holding AS was aquired by Beerenberg AS, generating a Goodwill of 883 860. Following a non renewal of a large contract and subsequent impairment testing, this Goodwill was written down by the amount of 105 110 in 2016. In 2017 Beerenberg Industri AS was acquired by Beerenberg Services AS generating a Goodwill of 7 489. The Goodwill generated from the purchase of Beerenberg Industri was in 2018 adjusted downwards by the amount of 3 477 following an update of the Purchase Price Allocation analyzis. There were no changes to Goodwill in 2021, leaving the Goodwill as at 31.12.2021 to 782 762.

Intangible assets are measured on the basis that the asset will give future economic benefits, that the acquisition cost is identifiable, and that it has a lasting useful life. A test for impairment has been performed in accordance with IAS 36. According to IAS 36 the company shall estimate recoverable amount, and compare this to book values including Goodwill. The group reports two operating segments which operates as separate cashgenerating units, the "Benarx" segment and the "Services" segment. The "Benarx" segment consists of business related to the production of insulation materials and subsea related insulation business, and the "Services" segment consists of

the traditional ISS activity of the company mainly related to larger framework contracts. Goodwill is allocated with 200 000 to the Benarx segment, and 582 762 to the Services segment. Goodwill was therefore tested for impairment by comparing capital employed in the two segments against the present value of expected cash flows of the segments.

Budget and forecasts approved by the Board of Directors for the next 3 years was the basis for the test of impairment. During this period, the EBIT margin is estimated to 7–10%. Key assumptions for estimated future cash flows are:

• ▪ Oil-price levels around average for the last two to three years, with a corresponding activity level on the Norwegian Continental Shelf. Especially, this is important related to maintenance and modification in the Services segment.
• ▪ The group maintaining a reasonable market share in the insulation material business, through amongst other deliveries to new build projects, initiated on Norwegian Continental Shelf.

Furthermore, a required rate of return is of 9.4% is applied. The required rate of return is built up using the WACC method (weighted average cost of capital).

The result of the impairmenttest was higher value of present value of expected cash flows than net capital employed in both segments.

Sensitivity analyses have been performed, and the table below set out changes in assumptions that results in an impairment situation:

	Segment
Change in assumption	BENARX	SERVICES
Required rate of return *	+8%	+4.7%
Revenue **	-34%	-33%
Operating Result	-43%	-41%

* The group has applied a nominal WACC after tax of 9.4%. The figure shows that if WACC was set to 17.4% for Benarx and 14.1% for Services it will result in an impairment situation.

** Margins as before change of assumption.

The group believes that no reasonable changes in the assumptions that have been used for testing impairment, could result in a lower value of future cash flows than the net capital employed. Furthermore, the group has a good order portfolio that will help the group develop vertically and horizontally throughout the value chain. By exploiting existing synergies, the group will be able to make use of the market opportunities they offer through improved access to expert personnel. On that basis, and on the basis of estimated future revenues and described sensitivities, the group can justify that Goodwill will have a value in excess of the book value in both segments.

	Patents and		Customer		Total
31.12.2020	development projects	Software	relationships	Goodwill	31.12.2020
Acquisition cost 01.01	91 967	30 304	267 324	887 872	1 277 467
Acquisitions in-house R&D
Acquisitions of non-current assets		32			32
Exchange rate effects
Acquisition cost 31.12	91 967	30 337	267 324	887 872	1 277 499
Accumulated amortisation 01.01	77 581	29 728	186 054		293 364
Accumulated write-downs 01.01	3 520		45 187	105 110	153 817
Amortisation for the year	3 391	187	12 921		16 499
Accumulated amortisation 31.12	80 972	29 916	198 975		309 863
Accumulated write-downs 31.12	3 520		45 187	105 110	153 817
Capitalized value 31.12	7 475	421	23 162	782 762	813 819
Economic useful life	5 years	5 years	10 years	10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line	Straight-line

(Amounts in NOK 1,000)

Exposure to credit risk

Maximum exposure to credit risks on the reporting date was:

	Capitalized value
	2021	2020
Trade receivables	306 387	249 611
Other receivables	23 701	39 196
Earned, not invoiced	195 220	143 998
Cash and cash equivalents	193 345	139 733
Total	718 653	572 537

Impairment losses

The age distribution of trade receivables as at 31.12 was as follows:

		2021
	Gross Trade receivables	Allowance for bad debt	Gross Trade receivables	Allowance for bad debt
Not overdue	278 236	2 366	207 973	1 878
0–30 days overdue	22 978	449	21 170	1 059
31–90 days overdue	4 058	203	18 516	925
More than 90 days overdue	4 567	434	6 461	648
Total	309 840	3 452	254 120	4 510

Change in provision account for impairment of trade receivables:

	2021	2020
Opening balance	4 510	5 669
Loss on trade receivables	-185	-43
Change in provision for bad debt	-873	-1 115
Closing balance	3 452	4 510

The group utilizes a model for considering potential loss of accounts receivables where a proportion of total outstanding amounts is treated as uncertain even if no objective evidence of uncertainty exists. This proportion increases with days the receivables are overdue. On top of the mathematical

approach for considering provision for potential loss, items in the accounts receivables where objective evidence of increased risk of potential loss exists is also considered when setting the total provision for bad debt.

Liquidity risk

Contractual payments due in relation to financial commitments, including rent payments, are:

As at 31.12.21	Capital ized value	Contractual cash flows	6 months or earlier	6–12 months	1–2 years	2–5 years	More than 5 years
Interest bearing long term lease liabilities *	29 586	29 586	0	0	13 624	13 793	2 168
Interest-bearing long-term liabilities **	635 586	789 675	30 766	28 689	53 658	676 563
Interest bearing short-term liabilities **	78 861	78 861	47 163	31 699
Trade payables	188 014	188 014	188 014
Other current liabilities	203 210	203 210	203 210
Total	1 135 257	1 289 346	469 153	60 387	67 282	690 356	2 168

* Lease liabilities includes rental of premises of 40 503 according to IFRS 16. These liabilities are discounted by applying a rate of 5%. Lease liabilities that matures next year are classified as short-term liabilities.

** Interest-bearing debt consists of a bond with the principal amount 700 000. Capitalized value includes deduction for transaction costs that are expensed as interest during the course of the loan (17 513). Interest rate on the loan is 3 month NIBOR plus margin of 8.0%. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. The loan matures 13. November 2023. It is not expected that the cash flows in the maturity analysis will occur at earlier dates, or with substantially different amounts. Next year installments of 50 000 are classified as interest bearing short-term liabilities.

As at 31.12.20	Capital ized value	Contractual cash flows	6 months or earlier	6–12 months	1–2 years	2–5 years	More than 5 years
Interest bearing long term lease liabilities *	37 553	43 192	0	0	15 081	25 330	2 781
Interest-bearing long-term liabilities **	630 831	812 570	29 757	28 688	104 188	649 938
Interest bearing short-term liabilities **	70 757	70 757	37 730	33 027
Trade payables	135 285	135 285	135 285
Other current liabilities	196 943	196 943	196 943
Total	1 071 369	1 258 747	399 716	61 715	119 269	675 267	2 781

* Lease liabilities includes rental of premises of 52 453 according to IFRS 16. These liabilities are discounted by applying a rate of 5%. Lease liabilities that matures next year are classified as short-term liabilities.

** Interest-bearing debt consists of a bond with the principal amount 750 000. Capitalized value includes deduction for transaction costs that are expensed as interest during the course of the loan (26 401) as well as principal amount of own bonds (50 000) Interest rate on the loan is 3 month NIBOR plus margin of 8.0%. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. The loan matures 13. November 2023. It is not expected that the cash flows in the maturity analysis will occur at earlier dates, or with substantially different amounts. Next year installments of 50 000 are classified as interest bearing short-term liabilities.

Exchange rate risk

All amounts are in the				31.12.2021			31.12.2020
currency stated in table	THB	EUR	USD	PLN	SGD	KRW	GBP	THB	EUR	USD	PLN	SGD	KRW	GBP
Cash and cash equivalents 21 693		367	1 656	1 658		113 2 723 250	448	59 698	236				1 620 1 160 1 694 1 572 372	463
Trade receivables	4 546	173	1 438	576	770	856 762	293	53 150	101	2 487	124	81	474 548	94
Trade payables	-2 973 -194			-81 -1 688	52	-8 526	1	-54 755 -182		-348	-913	-18	-486 075	-22
Net exposure	23 266	346	3 013	545	934	3 571 486	743	58 092	155	3 759		372 1 758	1 560 844	535

Significant exchange rates during the year:		Average exchange rate	Spot exchange rate
	2021	2020	31.12.2021	31.12.2020
THB	0.269	0.301	0.264	0.285
EUR	10.163	10.726	9.981	10.488
USD	8.598	9.415	8.811	8.542
PLN	2.226	2.413	2.170	2.273
SGD	6.396	6.819	6.512	6.459
KRW	0.008	0.008	0.007	0.008
GBP	11.825	12.052	11.866	11.665

A decrease in NOK against the following currencies at the end of the year would have increased/(reduced) equity and profit by the amounts given below. The analysis is based on changes in the exchange rate within a reasonably possible range. The possible range is defined by the management at the end of the accounting year. The analysis assumes that other variables, particularly interest rates, remain constant. The analysis was carried out on the same basis as in 2020.

		Effect for 2021	Effect for 2020
Currency	Change	Profit/loss	Profit/loss
THB	30%	1 463	4 087
EURO	30%	824	389
USD	30%	6 062	8 281
PLN	30%	284	210
SGD	30%	1 398	2 804
KRW	30%	6 274	2 883
GBP	30%	2 055	1 508
		18 359	20 162

An increase in NOK against the above-mentioned currencies as at 31 December would have given the same figures, but with the opposite effect, once again assuming that other variables remain constant.

Of the cash in foreign currency the majority of USD is placed in KEB Hana Bank in Korea and OCBC bank in Singapore, PLN is placed in Danske Bank in Poland, GBP is placed in Danske Bank in UK, SGD is placed in OCBC bank in Singapore and THB is placed in Kasikorn bank in Thailand.

FAIR VALUE AND CAPITALIZED VALUE

The fair value and capitalized value of financial assets and liabilities:

	31.12.2021		31.12.2020
	Capitalized value	Fair value	Capitalized value	Fair value
Assets carried at amortised cost
Trade receivables	306 387	306 387	249 611	249 611
Cash and cash equivalents	193 345	193 345	139 733	139 733
Total	499 732	499 732	389 344	389 344
Liabilities carried at amortised cost	31.12.2021 Capitalized value	Fair value	31.12.2020 Capitalized value	Fair value
Loan	685 586	725 849	680 831	729 982
Leasing and accrued interests	58 448	58 448	54 576	54 576
Trade payables	188 014	188 014	135 285	135 285
Total	932 048	972 311	870 692	919 843

The methods used to measure the fair value of financial instruments are described in the note on the group's accounting principles.

Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

	Liabilities from financing activities
Amounts in NOK thousands	Borrowings	Leases	Total 921 205
Net debt as at 31 December 2019	852 195	69 010
Amounts in NOK thousands Cash flow changes	Borrowings	Liabilities from financing activities Leases	Total
Proceeds from borrowings	680 076	0	680 076
Repayment of borrowings	-850 000	0	-850 000
Payment of lease obligation	0	-19 085	-19 085
Non cash changes	2 293	0	2 293
Leasing related adjustments	0	4 651	4 651
Net debt as at 31 December 2020	684 565	54 576	739 140
Amounts in NOK thousands Cash flow changes	Borrowings	Liabilities from financing activities Leases	Total
Proceeds from borrowings	50 000	0	50 000
Repayment of borrowings	-50 822	0	-50 822
Payment of lease obligation	0	-15 866	-15 866
Non cash changes	17 070	0	17 070
Leasing related adjustments	0	4 511	4 511
Net debt as at 31 December 2021	700 813	43 221	744 034

Note 14 Inventory

(Amounts in NOK 1,000)

	2021	2020
Raw materials	49 266	50 976
Work in progress	1 150	1 698
Finished goods	29 590	15 581
Provision for obselete inventory	(2 216)	(2 006)
Total Goods	77 790	66 250

Note 15 Bank deposits and cash equivalents

(Amounts in NOK 1,000)

Bank deposits and cash equivalents	2021	2020
Bank deposits	193 345	139 733
Total deposits	193 345	139 733

OVERDRAFT LIMIT

The group has a combined overdraft and guarantee limit of 150 000. Deductions on overdraft as at 31.12.2021 amounted to 0 for the group as a total. Utilization of the guarantee limit amounted to 78 689, refer to note 19 for details of guarantees.

Note 16 Share capital and shareholder information

(Amounts in NOK 1,000)

SHARE CAPITAL AND SHAREHOLDER INFORMATION:

The Company's share capital is 26 700 distributed on 267 000 000 shares, whereof 1 000 000 A-shares, and 266 000 000 B-shares. Nominal value per share is 0.0001. The A-shares have all rights. The B-shares have voting rights by 1 vote per 10 share and no rights to dividends. In the event of a liquidation of the company, the owner of B share

shall be entitled to repayment of paid-in capital at the time when the share was subscribed (nominal and any share premium), but no excess amount. The B shareholders right at this point has a preferential right over the A shareholders right to liquidation dividends. Otherwise, the share classes are equal.

List of the major shareholders at 31.12.21:

Shareholder	A-Shares	%	B-Shares	%	Total Shares	%	Controlled by
Segulah IV L.P.	820 875	82.1%	223 247 653	83.9%	224 081 385	83.9%
AlpInvest Partners 2012 I B.V.	92 121	9.2%	24 931 110	9.4%	25 023 231	9.4%
AlpInvest Partners 2012 II B.V.	23 319	2.3%	6 310 883	2.4%	6 334 202	2.4%
GRAA AS	11 792	1.2%	3 379 600	1.3%	3 393 800	1.3%	Chairman of the board
Svein Eggen Holding AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Mowin AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Other	41 243	4.1%	5 596 054	2.1%	5 622 032	2.1%
Total	1 000 000	100.0%	266 000 000	100.0%	267 000 000	100.0%

Basic earnings per A-share is 0.056 for 2021 compared to 0.046 for 2020.

Basic earnings per share are based on the profit/loss attributable to A-shares and on the weighted average number of ordinary shares outstanding. Diluted earnings per share are identical as there is no dilutive effect.

Note 17 Employee benefits – pensions

(Amounts in NOK 1,000)

MANDATORY OCCUPATIONAL PENSION

The company is obliged to operate an occupational pension scheme in accordance with the Norwegian act on mandatory occupational pensions. The company's pension schemes satisfy the provisions of this act.

EXTENDED PENSION SCHEME

CEO and other defined other key personell have an additional pension scheme agreement which amounts to 10% of salary for CEO, 6% of salary for group executive management, and 3% for other members of this pension scheme.

Pension assets has the following composition	2021	2020
Assets related to extented pension scheme	13 524	9 874
Total pension assets	13 524	9 874
Pension obligations has the following composition	2021	2020
Liabilities related to extended pension scheme	15 375	11 266
Mandatory occupational pension liabilities	1 947	909
Total pension obligations	17 322	12 175
Pension cost in consolidated income statement has the following composition	2021	2020
Pension cost extended pension scheme	1 969	2 700
Pension cost mandatory occupational pension	12 364	12 879
Pension cost AFP scheme	12 947	11 836
Total pension cost in consolidated pension cost	27 280	27 415

Note 18 Remuneration of key employees

(Amounts in NOK 1,000)

Directors' fees	2021
Chairman Geir Aarstad *	200
Ingelise Arntsen	215
Hilde Drønen	195
Morten Walde	195
Sebastian Ehrnrooth	175
Total for board members elected by shareholders	980
Finn Kydland	60
Andre Simonsen	60
Tore Kjell Jørgensen (deputy member)	2
Christian Jørgensen (deputy member)	3
Ann Kristin Midttun (deputy member)	2
Rune Kårbø (observer)	9
Ståle Andreas Hovdekleiv (observer)	-
Total for board members elected by employees **	135

* Chairman from 28th of June 2021.

** This applies to directors' fees for board positions in subsubsidiary Beerenberg Services AS.

Group executive management

2021	Position	Salary	Other Compensations
Arild Apelthun	CEO	2 897	1 362
Harald Haldorsen	CFO	2 089	252

Pensions are not included in the table above. Group executive management and CEO have an additional pension scheme agreement which amounts to 10% of salary for CEO, and 6% of salary for group executive management. The CEO has an agreement that guarantees salary payments for up to 18 months if the employer were to terminate his employment. A non-compete clause also apply to the CEO in the same period. The CEO has a performance-based bonus agreement, identical for all employees in the group executive management. Bonus may not exceed 40% of the annual salary for CEO and 30% for group executive management. No other bonuses, severance or options than described here are given to the board of directors or management.

In addition to ordinary salaries, key employees benefit from free telephones, broadband and mandatory contributionbased pensions. Everyone is paid a fixed salary, and no

overtime payments are made. The key principles for setting management salaries at Beerenberg are that the company should be able to offer competitive terms. This relates to the combination of salaries, benefits in kind and pension schemes. The company operates in an international environment, a fact that is emphasised and reflected when setting the level of remuneration.

When setting remuneration for 2022, the company will apply the same policy as in 2021. This entails being a competitive employer who attracts necessary expertise and capacity. The company also wishes to retain expertise and encourage long-term employment relationships. In respect of salary levels, the company aims to be in the high to average range in relation to comparable companies in order to attract competent personnel.

Note 19 Warranty liabilities and provisions

(Amounts in NOK 1,000)

The group has provided a joint bank guarantee for all the companies in the group. In some cases, the group will provide bank guarantees to customers when entering into large fixed price contracts. As at 31.12.21, the guarantees totalled 32 189, compared to 66 665 as at 31.12.20.

A tax withholding guarantee of 46 500 has also been provided as at 31.12.21, compared to 46 500 as at 31.12.20.

The group has warranty liabilities relating to maintenance contracts. Warranty periods may last for three to five years after an annual programme has been completed. New-build and modifications contracts are generally subject to a two

to three year warranty after the completion certificate has been issued.

Guarantee liabilities are assessed continuously per individual project that has guarantees provided. However, as it is difficult to estimate the probability that a warranty claim will arise per project and how much cost this would entail, there are also made an assessment of the overall uncertainty on group level (IAS 37.24)

Change in provision for for warranty liabilities is shown in the table below.

Warranty liabilities	2021	2020
Opening balance	19 792	18 990
Incurred warranty cost	100	0
Expired warranty provision	-3 239	-4 898
New warranty provision	4 875	5 700
Closing balance	21 527	19 792

Note 20 Other short-term liabilities

(Amounts in NOK 1,000)

Other short-term liabilities	2 021	2 020
Accrued holiday pay	79 460	66 933
Contract liabilities	10 374	22 354
Project provisions and provisions for accrued salaries	113 375	107 656
Total other short-term liabilities	203 210	196 943

PROJECT RISKS AND UNCERTAINTIES

The group's projects are largely long-term Frame Agreements awarded as the result of a tender. According to IFRS 15 revenue is recognized based on evaluation of work performed in the period. The value of work performed during the period are based on a measurement of physical progress recorded after a detailed inspection of actual progress, or based on the number of hours of work performed, normally also approved by the customer. Therefore, in each reporting period there will be a very limited degree of use of estimates related to revenue in projects involving services rendered. Similar, in projects involving delivery of goods income is recognized upon delivery to customer, so a very limited need for estimates exists.

However, circumstances and information may change in subsequent periods, and final outcomes may be better or worse than assessments made at the time the financial statements were prepared.

In the group's opinion, there are no projects as at 31.12.21 with uncertainties relating to estimates of revenue or cost that may be of significant importance to the consolidated figures.

LEGAL DISPUTES

From time to time, the group becomes involved in various disputes in its course of business. Provisions have been made to cover expected losses resulting from such disputes to the extent that negative outcomes are probable and reliable estimates can be produced. The final outcome of such cases will always contain elements of uncertainty, and may result in liabilities exceeding the recognised provisions.

(Amounts in NOK 1,000)

No related parties transactions were conducted in 2021.

Note 22 Related parties

As at 31.12.21 the group consist of the following 10 companies; Beerenberg AS, Beerenberg Holding AS, Beerenberg Services AS, Beerenberg Industri AS, Beerenberg Poland Sp. z o.o, Beerenberg Singapore LTD, Beerenberg UK LTD, Beerenberg (Thailand) Co., LTD., Beerenberg Holding (Thailand) LTD and Beerenberg Korea LTD.

Together with STB Corporation Company Limited, a subsidiary Beerenberg Holding (Thailand) LTD was established in the 4th Quarter of 2021. The investment by STB Corporation Company Limited in Beerenberg Holding (Thailand) LTD represents a non-controlling interest, thus net profit that is attributable to non-controlling interest is presented in the Condensed Statement of Income and in the Condensed Consolidated Statement of Change in Equity. The ownership interest is 49%, still Beerenberg Holding (Thailand) LTD and its subsidiary Beerenberg (Thailand) Co., LTD. is consolidated in the group accounts since the majority of voting rights is secured through the shareholder structure and agreements.

Company	Parent Company	Ownership interest
Beerenberg Holding AS	Beerenberg AS	100%
Beerenberg Services AS	Beerenberg Holding AS	100%
Beerenberg Industri AS	Beerenberg Services AS	100%
Beerenberg Solutions Poland Sp. z o.o	Beerenberg Services AS	100%
Beerenberg Singapore LTD	Beerenberg Services AS	100%
Beerenberg UK LTD	Beerenberg Services AS	100%
Beerenberg Holding (Thailand) LTD	Beerenberg Services AS	49%
Beerenberg (Thailand) Co., LTD.	Beerenberg Holding (Thailand) LTD	100%
Beerenberg Korea LTD	Beerenberg Solutions Poland Sp. z o.o	100%

Beerenberg Industri AS registered office is at Bedriftsvegen 10, Skien.

Beerenberg Singapore LTD's registered office is in Singapore. Beerenberg Poland Sp. Z o.o's registered office is in Poland. Beerenberg Korea LTD's registered office is in Korea.

Beerenberg (Thailand) Co., LTD's and Beerenberg Holding (Thailand) LTD registered office is in Thailand. Beerenberg UK LTD's registered office is in UK.

The other companies has registered office at Kokstaddalen 33, Bergen. The voting share in the subsidiary companies is identical to the ownership share, except for Beerenberg Holding (Thailand) LTD where the majority of voting rights is secured through the shareholder structure and agreements.

Note 24 Derivatives

Market

(Amounts in NOK 1,000)

The group has used hedge accounting in accordance with IFRS 9. Refer to note 1 accounting principles for a description of the group's strategy for applying different types of derivatives to mitigate different types of risk exposures, and how these affects the financial statement. At the end of 2020 and 2021 only one derivative instrument was present, an interest swap agreement, to mitigate the effect of change in variable interest rates.

In connection with the new Bond loan, the group entered in December 2020 into an interest rate swap agreement to secure the cash flows related to long-term loans, where the loan terms are 3 months Nibor + margin. The contract involve an exchange of 3-month Nibor to the fixed rates

set forth below for current principal in the maturity of the agreement. The fair value of interest rate swap is classified as non-current asset / liability since the remaining maturity of the hedged item (loan) is more than 12 months. Change in value of contracts are recognized in other comprehensive income. Interest rate swaps are valued according to level 2 of the valuation hierarchy (IFRS 13), ie the value derived from observable factors such as market interest rates. The fair value of the interest rate swap is at 31.12.21 positive and is therefore booked in the account group financial fixed assets under non current assets compared to last year when it was booked in the account group derivatives under long term liabilities.

2021

		Counter								value
Risk	Nature of	party/		Date of		Principal	Fixed	Variable	Classifi	as of	Fair Value
Category	risk	Bank	Agreement	agreement	Maturity	amount	interest	interest	cation	31.12.21	31.12.21
Cash flow	Changes	Danske	62264732FO	17.12.2020	17.12.2020–	450 000	0.695%	3 mnth	Long	6 697	6 697
hedge	in variable	Bank	BRD7L		13.11.2023			Nibor	term
	interest

2020

rate

rate

		Counter								Market value
Risk	Nature of	party/		Date of		Principal	Fixed	Variable	Classifi	as of	Fair Value
Category	risk	Bank	Agreement	agreement	Maturity	amount	interest	interest	cation	31.12.20	31.12.20
Cash flow	Changes	Danske	62264732FO	17.12.2020	17.12.2020–	450 000	0.695%	3 mnth	Long	-1 122	-1 122
hedge	in variable interest	Bank	BRD7L		13.11.2023			Nibor	term

Note 25 Interest-bearing liabilities

(Amounts in NOK 1,000)

The tables provide information about the contractual terms relating to the group's interest-bearing liabilities measured at amortised cost. For more information about the group's

interest rates, currencies and liquidity risk, please see the section on financial risk management and exposure in the chapter on accounting principles.

SUMMARY OF INTEREST-BEARING LIABILITIES AS AT 31.12.2021

	Book value	NIBOR	Due	Terms of interest
Multicurrency overdraft facility, limit 150 000 *	-	2.5%	13.11.2023	NIBOR+Margin*
Interest-bearing leasing liabilities	43 221	1.5%–4.5%	2021–2028	NIBOR+Margin

* The facility has a total limit of 150 000 which includes guarantees. The remaining limit after reduction for guarantees are 71 327. There is a commitment fee for unused facility of 1.2%.

The group have the following loans:

		Spread
Loans	Book value	over NIBOR	Fair Value	Due	Terms of interest
Bond (Senior Secured Callable Bond Issue 2020/2023) *	682 487	8.00%	722 750	13.11.2023	3 mnth NIBOR+Margin
Government Loan **	3 099	-	3 099	25.07.2023	Interest free

* A 3-year Senior Secured Bond of 750 000 was issued in November 2020. Discount on principal amount and arrangement fee, have been classified net with the Bond. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. As at 31.12.2021 50 000 have been amortized. The maturity date of the bond is 13 November 2023. At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore Fair Value of the Bond is presented including this premium. The premium at redemption, as well as discount and arrangement fee is accrued as interest cost during the course of the loan. The table below explains the link between principal amount of the Bond, book value and fair value.

** The government loan provided to the subsidiary in Poland, Beerenberg Poland Sp Z o.o, is part of the Polish governments Covid support package. The loan is interest free.

Principal amount	700 000
3.25% premium to be paid at redemption of Bond	22 750
Fair Value	722 750
Principal amount	700 000
Discount principal amount and arrangement fee	-17 513
Book Value	682 487

** The government loan provided to the subsidiary in Poland, Beerenberg Poland Sp Z o.o, is part of the Polish governments Covid support package. The loan is interest free.

COVENANTS

In connection with the bond issue Beerenberg has signed an 150 000 super senior credit facility agreement with Danske Bank. The Facility agreement includes covenants related to

quarterly Net Total Leverage ratio test (Net Debt / EBITDA). This ratio must be below 7.0 at 31.12.2021. The group has been in compliance with covenants in 2021.

(Amounts in NOK 1,000)

The group has provided security for its arrangement with Danske Bank. The tables below provide an overview of the arrangement and the book value of the assets set up as security.

The group has provided joint bank guarantee for all the companies in the group. The group's guarantee liability pertains to contract guarantees for such guarantees and to guarantees to the authorities. As at 31.12.21, the guarantees totalled 78 673.

Security has been provided for the following debts:	31.12.2021	31.12.2020
Guarantees, incl. tax withholding guarantee	78 673	113 165
Interest bearing short-term liabilities	78 861	70 757
Interest bearing long-term liabilities	665 173	668 384
Total for the group	822 707	852 305
Capitalized value of assets provided as security for secured debts:	31.12.2021	31.12.2020
Fixed assets	172 022	166 215
Inventory	77 790	66 250
Trade receivables	306 387	249 611
Total	556 200	482 075

Note 27 Events after the reporting date

(Amounts in NOK 1,000)

At the time of publication of the annual report, Russia has invaded Ukraine and strict sanctions have been imposed against Russia and Belarus. The consequences of the acts of war are uncertain. Beerenberg Group has insignificant activities in and exposure to these countries, but is following developments closely to detect any changes in our risk assessment.

BEERENBERG AS

Annual Accounts

	Income statement	84
	Statement of Comprehensive Income	85
	Statement of Financial Position	86
	Statement of Cash Flows	88
	Accounting principles	89
Note 1	Revenues	90
Note 2	Long-term investments in other companies	90
Note 3	Restricted funds	91
Note 4	Share capital and shareholder information	91
Note 5	Equity	91
Note 6	Non-current liabilities, collateral and guarantees etc. 92
Note 7	Tax	93
Note 8	Payroll costs, number of employees,
	remuneration, loans to employees etc.	94
Note 9	Specification of finance income and finance costs	94
	Note 10 Financial instruments	95
	Note 11 Events after the reporting date	95

BEERENBERG AS

ANNUAL ACCOUNTS 2021

Income statement

Amounts in NOK 1,000	Note	2021	2020
Other revenue		0	11 876
Total revenue	1	0	11 876
Amounts in NOK 1,000	Note	2021	2020
Operating expenses
Other operating expenses	8	1 658	1 223
Total operating expenses		1 658	1 223
Operating result		-1 658	10 652
Intragroup interest income		304	834
Other interest income		3	1
Other finance income		165 840	157 663
Intragroup interest costs		3 598	4 415
Other interest costs		69 485	76 732
Other finance costs		9 160	5 820
Net financial items	9, 10	83 904	71 531
Ordinary result before tax		82 245	82 183
Tax	7	17 749	17 512
Annual profit		64 496	64 671
The annual profit/loss is attributable to:
Other equity	5	64 496	64 671
Annual profit		64 496	64 671
Basic earnings per share for 1 000 000 A-shares	4	0.064	0.065

Diluted earnings per share are identical as there is no dilutive effect.

The accompanying notes 1–11 are an integral part of these financial statements.

Statement of Comprehensive Income

Amounts in NOK 1,000		2021	2020
Annual profit Amounts in NOK 1,000	Note	64 496 2021	64 671 2020
Other revenue and expenses
Change in value of derivatives	7, 10	6 100	-49
Total Comprehensive income		70 596	64 622
Comprehensive income is attributable to: Shareholders		70 596	64 622
Total Comprehensive income		70 596	64 622

Other revenue and expenses is after tax and will be reversed in the income statement.

The accompanying notes 1–11 are an integral part of these financial statements.

Statement of Financial Position

Amounts in NOK 1,000	Note	31.12.2021	31.12.2020
Assets
NON-CURRENT ASSETS
Financial non-current assets
Investments in subsidiaries	2	1 257 646	1 257 646
Derivatives	10	6 697	0
Total financial non-current assets		1 264 344	1 257 646
Total non-current assets		1 264 344	1 257 646
Amounts in NOK 1,000 Assets	Note	31.12.2021	31.12.2020
CURRENT ASSETS
Receivables
Other current receivables	2	164 565	158 762
Total receivables		164 565	158 762
Total current assets		164 565	158 762
Cash at bank	3	80 614	58
Total assets		1 509 523	1 416 466

Amounts in NOK 1,000	Note	31.12.2021	31.12.2020
Equity and Liabilities
EQUITY
Paid-in capital
Share capital		26 700	26 700
Share premium		240 310	240 310
Total paid-in capital Amounts in NOK 1,000	Note	267 010 31.12.2021	267 010 31.12.2020
Equity and Liabilities EQUITY Retained earnings
Other equity		520 930	450 335
Total retained earnings		520 930	450 335
Total equity	4, 5	787 940	717 345
Amounts in NOK 1,000 Equity and Liabilities LIABILITIES	Note	31.12.2021	31.12.2020
Other non-current liabilities
Deferred tax liabilities	7	466	922
Interest bearing long-term liabilities	6	632 487	623 599
Derivatives	10	0	1 122
Total other non-current liabilities		632 953	625 643
Amounts in NOK 1,000 Equity and Liabilities LIABILITIES Current liabilities	Note	31.12.2021	31.12.2020
Interest bearing short-term liabilities	6	65 212	59 745
Tax payable	7	19 925	12 598
Other current liabilities		3 492	1 136
Total current liabilities		88 630	73 479
Total liabilities		721 583	699 121
Total equity and liabilities		1 509 523	1 416 466

The accompanying notes 1–11 are an integral part of these financial statements.

BERGEN 26 APRIL 2022

Beerenberg AS board of directors

Hilde Drønen Morten Walde Arild Apelthun CEO

Geir M. Aarstad Sebastian Ehrnrooth Ingelise Arntsen Chairman

Statement of Cash Flows

Amounts in NOK 1,000	Note	2021	2020
Cash flows from operating activities
Result for the period before tax		82 245	82 183
Tax paid for the period	7	-12 598	-16 424
Changes to other time restricted items		24 586	-247
Net cash flow from operating activities		94 234	65 512
Amounts in NOK 1,000	Note	2021	2020
Cash flows from financing activities
Change in draw on credit facility		-6 054	6 054
Incoming payments on long term loans	6	50 000	672 845
Outgoing payment on long term loans	6	-50 000	-850 000
Payment of group contribution	9	156 646	151 562
Group contribution booked as finance income	9	-164 269	-156 663
Net cash flow from financing activities		-13 677	-176 202
Net change in cash and cash equivalents		80 556	-110 690
Cash and cash equivalents per 01.01.		58	110 748
Cash and cash equivalents 31.12.		80 614	58

The accompanying notes 1–11 are an integral part of these financial statements.

Accounting principles

ACCOUNTING PRINCIPLES

The financial statements have been prepared in accordance with the regulation on simplified adoption of IFRS (International Financial Reporting Standards). The annual financial statements were authorised for issue by the board of directors on 26. April 2022.

CLASSIFICATION OF ITEMS IN THE STATEMENT OF FINANCIAL POSITION

Assets intended for long-term ownership or use are classified as non-current assets. Assets associated with the circulation of goods are classified as current assets. Receivables are classified as current assets if they fall due within one year. Analogue criteria are applied to liabilities. However, repayments of non-current receivables and non-current liabilities made in the first year are not classed as current assets or current liabilities.

TAX

The tax liability in the income statement comprises both tax payable and changes in deferred tax for the period. Deferred tax is calculated at the prevailing tax rate on the basis of the temporary differences between book value and taxable value and on any tax loss carryforward at the end of the financial year. Tax-increasing and tax-reducing temporary differences that are reversed or may be reversed in the same period have been offset.

INVESTMENTS IN SUBSIDIARIES

Subsidiaries are measured using the cost method in the separate financial statements. Investments are valued at the historical cost of the shares unless depreciation has become necessary. They are depreciated to fair value when the fall in value is due to circumstances that cannot be assumed to be temporary and it is deemed necessary in accordance with generally accepted accounting practices. Write-downs are reversed when the basis for a write-down is no longer present.

Any dividends received are in principle recognized as income, however. Dividends that exceed retained earnings after purchase are recognized as a reduction in the original cost. Dividends / Group contributions from subsidiaries are recognized in the same year that the subsidiary makes the provision.

LIABILITIES

Liabilities are recognized at their fair value when the loan is paid out, less transaction costs. In subsequent periods the loan is recognized at amortised cost using the effective rate of interest.

FINANCIAL INSTRUMENTS

The Company initially recognizes loans, receivables and deposits on the date of acquisition. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the Company transfers the contractual rights in a transaction where substantially all the risks and rewards of ownership of the financial asset are transferred. All rights and liabilities in transferred financial assets that are created or retained as a result of the transfer are recognized separately as assets or liabilities.

Financial assets and liabilities are offset if the Company is legally entitled to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Offset amounts are presented net in the statement of financial position.

Financial derivative instruments

The group holds a limited number of financial derivative instruments to hedge its foreign currency and interest rate risk exposures. The management strategy is, at present, to use hedging instruments in order to mitigate the effect of changes in variable interest rates. The long-term financing of the group is based on variable interest rates (3 mnth Nibor) which is subject to fluctuations. The strategy is to minimize this risk by entering into interest swaps agreements to swap variable interest rates to fixed rates at a proportion of around 70% of total outstanding loans.

Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.

The group follows IFRS 9 criteria's for classifying a derivative instrument as a hedging instrument. These are as follows:

• a) the hedging relationship consists only of eligible hedging instruments and eligible hedged items.
• b) at the inception of the hedging relationship there is formal designation and documentation of the hedging relationship and the entity's risk management objective and strategy for undertaking the hedge.
• c) the hedging relationship meets all of the following hedge effectiveness requirements:
• i. there is an economic relationship between the hedged item and the hedging instrument
• ii. the effect of credit risk does not dominate the value changes that result from that economic relationship and
• iii. the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.

Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and losses on the effective part of the contract are recognized in

comprehensive income and as hedging reserve in the statement of equity, while those on the ineffective part are recognized in the income statement under finance.

Derivative financial instruments with positive fair value are classified as current assets if the remaining maturity of the hedged item is less than a year into the future, and as fixed assets when the remaining maturity of the hedged item is more than a year ahead. Financial derivatives with negative fair value are classified as a current liability if the remaining maturity of the hedged item is less than a year into the future, and as a long-term liability when the remaining maturity is more than a year ahead.

Refer to note 10 for a specification of the group's current derivative instruments.

Note 1	Revenues

	2021	2020
Other revenue
Government business compensation scheme	0	11 876
Total other revenue	0	11 876

Other revenue in 2020 is related to government business compensation scheme related to Covid-19, where the company was entitled to support for certain fixed costs for the months March through August.

Note 2 Long-term investments in other companies

(Amounts in NOK 1,000)

SUBSIDIARY:	Registered office	Ownership interest / Voting share	Equity last year 100 %	Profit/loss last year 100 %
Beerenberg Holding AS	Bergen	100%	740 910	0
INTRAGROUP BALANCES ETC.:

Other current receivables	2021	2020
Beerenberg Singapore LTD	0	1 407
Beerenberg Services AS	166 147	156 646
Total	166 147	158 053

The company has no restricted funds as of 31.12.2021.

Note 4 Share capital and shareholder information

The Company's share capital is 26 700 distributed on 267 000 000 shares, whereof 1 000 000 A-shares, and 266 000 000 B-shares. Nominal value per share is 0.0001. The A-shares have all rights. The B-shares have voting rights by 1 vote per 10 share and no rights to dividends. In the event of a liquidation of the company, the owner of B share shall be

entitled to repayment of paid-in capital at the time when the share was subscribed (nominal and any share premium), but no excess amount. The B shareholders right at this point has a preferential right over the A shareholders right to liquidation dividends. Otherwise, the share classes are equal.

List of the major shareholders at 31.12.21:

Shareholder	A-Shares	%	B-Shares	%	Total Shares	%	Controlled by
Segulah IV L.P.	820 875	82.1%	223 247 653	83.9%	224 081 385	83.9%
AlpInvest Partners 2012 I B.V.	92 121	9.2%	24 931 110	9.4%	25 023 231	9.4%
AlpInvest Partners 2012 II B.V.	23 319	2.3%	6 310 883	2.4%	6 334 202	2.4%
GRAA AS	11 792	1.2%	3 379 600	1.3%	3 393 800	1.3%	Board Leader
Svein Eggen Holding AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Mowin AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Other	41 243	4.1%	5 596 054	2.1%	5 622 032	2.1%
Total	1 000 000	100.0%	266 000 000	100.0%	267 000 000	100.0%

Basic earnings per A-share is 0.064 for 2021 compared to 0.065 for 2020.

Basic earnings per share are based on the profit/loss attributable to A-shares and on the weighted average number of ordinary shares outstanding. Diluted earnings per share are identical as there is no dilutive effect.

Note 5	Equity
(Amounts in NOK 1,000)

	Share capital	Share premium	Other equity	Total
Equity as of 01.01.2021	26 700	240 310	450 335	717 345
Profit/loss for the year			64 496	64 496
Other comprehensive income for the year			6 100	6 100
Equity as of 31.12.2021	26 700	240 310	520 930	787 940

Note 6 Non-current liabilities, collateral and guarantees, etc.

(Amounts in NOK 1,000)

Liabilities secured by collateral etc.

A 3-year Senior Secured Bond of 750 000 was issued in November 2020. Discount on principal amount and arrangement fee, have been classified net with the Bond. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. As at 31.12.2021 50 000 have been amortized. The maturity date of the bond is 13 November 2023. At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore Fair Value of the Bond is presented including this premium. The premium at redemption, as well as discount and arrangement fee is accrued as interest cost during the course of the loan. The table below explains the link between principal amount of the Bond, book value and fair value.

	2021	2020
Bond (Senior Secured Callable Bond Issue 2020/2023)	682 487	673 599
Total	682 487	673 599

Nominal bond issue is 700 000. The bond issue net of discount on principal amount and arrangement fee is recorded at amortised cost at 682 487.

In connection with the bond issue Beerenberg has signed an 150 000 super senior credit facility agreement with Danske Bank.

The Facility agreement includes covenants related to quarterly Net Total Leverage ratio test (below 7.0 Q4 2021). The group is in compliance with covenants as of 31st of December 2021.

The subsidiaries Beerenberg Services AS and Beerenberg Holding AS are jointly and severally liable together with the parent Company Beerenberg AS for bonds acquired by Beerenberg AS.

MATURITY STRUCTURE OF FINANCIAL LIABILITIES

The figures in the table show the maturity structure in nominal increments for the Company's interest-bearing debts, including interest payments on recognized liabilities as at 31.12:

	Book value	Fair Value	Under 6 months	6–12 months	1–2 years	2–5 years
Bond	682 487	722 750 *	55 765	54 666	106 036	651 641

* At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore Fair Value of the Bond is presented including this premium and less principal amount of own Bonds.

The interest rate is 3 months' NIBOR plus a 8.0 percentage point spread.

NET DEBT RECONCILIATION

Liabilities from financing activities

	Borrowings	Total
Net debt as at 31 December 2019	844 935	844 935
Cash flow changes
Draw on credit facility	6 054	6 054
Incoming payments from new loans	672 845	672 845
Outgoing payment on long term loans	-850 000	-850 000
Non cash changes	9 510	9 510
Net debt as at 31 December 2020	683 343	683 343
Cash flow changes
Draw on credit facility	-6 054	-6 054
Incoming payments on long term loans	50 000	50 000
Outgoing payment on long term loans	-50 000	-50 000
Non cash changes	20 410	20 410
Net debt as at 31 December 2021	697 700	697 700

Note 7 Tax

(Amounts in NOK 1,000)

Tax payable has been calculated as follows	2021	2020
Ordinary result before tax	82 245	82 183
Permanent differences	-1 567	-2 583
Change in temporary difference	9 888	-22 336
Basis for tax payable	90 567	57 264
Payable tax in the balance sheet (22%)	19 925	12 598
Calculation of deferred tax / deferred tax assets
Temporary differences through profit/loss	2021	2020
Accrued borrowing costs	17 513	26 401
Self-owned bonds	0	1 000
Precluded interest deduction to be carried forward	-22 089	-22 089
Net temporary differences	-4 576	5 312
Basis for deferred tax / tax assets	-4 576	5 312
22% deferred tax / tax assets (-) through profit/loss	-1 007	1 169
Temporary differences through Other Comprehensive Income (OCI)	2021	2020
Derivative	6 697	-1 122
Basis for deferred tax / tax assets	6 697	-1 122
22% deferred tax / tax assets (-) through OCI	1 473	-247
Deferred tax in the statement of financial position	466	922
Distribution of tax expense Tax payable in the statement of financial position	2021 19 925	2020 12 598
Total tax payable in tax expense	19 925	12 598
Change in deferred tax through profit/loss	-2 175	4 914
Tax expense through profit/loss	17 749	17 512
Change in deferred tax/deferred tax assets through OCI	1 719	-883
Tax expense through OCI	1 720	-883
Payable tax in the balance sheet	19 925	12 598

Note 8 Payroll costs, number of employees, remunerations, loans to employees ect.

(Amounts in NOK 1,000)

The Company had no employees in 2021 and is not obliged to operate an occupational pension scheme under the Act on Obligatory Occupational Pensions.

No remuneration was paid to the CEO or members of the board of directors in 2021.

Expensed auditor's remuneration	2021	2020
Statutory audit (incl. technical assistance with financial statements)	109	106
Tax advice	0	37
Other audit assurance services	38	210
Total	147	353

The sums stated are exclusive of VAT.

Note 9 Specification of finance income and finance costs

(Amounts in NOK 1,000)

Finance income	2021	2020
Group contribution from Beerenberg Services AS	164 269	156 663
Intragroup interest income	304	834
Gains from purchase and sale of own bonds	1 571	1 000
Other finance income	3	1
Total finance income	166 147	158 497
Finance costs	2021	2020
Intragroup interest costs	3 598	4 415
Interest costs Bond and other interest costs	69 532	76 732
Accrued refinancing fee	9 113	5 820

Total finance costs 82 244 86 966

Note 10 Financial instruments

(Amounts in NOK 1,000)

	2021	2020
Cash flow hedge (interest rate swap)	6 697	-1 122
Total fair value	6 697	-1 122

The Company has an interest rate swap with a nominal value of 450 000. The Company is swapping variable interest (3mnth NIBOR) for fixed interest at 0.695%. The fair value of the interest swap has been calculated by the Group's bank. The interest rate swap runs until November 2023. The interest rate swap qualifies for hedge accounting following the repayment of the old bond issue, and replacement by a new bond issue in November 2020.

The interest swap effectively reduces interest rate risk, thus satisfying the criteria for hedge accounting.

The interest swap is valued in accordance with Level 2 of the valuation hierarchy (IFRS 13), i.e. the value is derived from observable factors such as market interest rates.

Change in fair value of the cash flow hedge net after tax is recorded in Other Comprehensive Income.

At 31.12 the fair value of the new interest swap is positive by 6 697, net after tax the balance of Hedging reserve is positive by 5 225.

FINANCIAL INSTRUMENTS BY CATEGORY

As at 31.12. – Assets	Deposits, receivables and cash	Assets at fair value through profit/loss	Derivatives used for hedging	Financial assets available for sale	Total
Derivatives used for cash flow hedging	0	0	6 697	0	6 697
Receivables	164 565	0	0	0	164 565
Cash and cash equivalents	80 614	0	0	0	80 614
Total	245 179	0	6 697	0	251 877

As at 31.12. – Liabilities	Financial liabilities carried at amortised cost	Liabilities at fair value through profit/loss	Derivatives used for hedging	Other financial liabilities	Total
Loans excl. statutory liabilities	682 487	0	0	0	682 487
Total	682 487	0	0	0	682 487

Note 11 Events after the reporting date

At the time of publication of the annual report, Russia has invaded Ukraine and strict sanctions have been imposed against Russia and Belarus. The consequences of the acts of war are uncertain. Beerenberg Group has insignificant activities in and exposure to these countries, but is following developments closely to detect any changes in our risk assessment.

Declaration by the Board of Directors and CEO

We confirm, to our best knowledge, that the financial statements for the period January 01 to 31 December 2021 for the parent company Beerenberg AS and for the group has been prepared in accordance with all applicable accounting standards. We confirm that the financial statements give a true and fair view of the group's consolidated assets, liabilities, financial position and result of the operations. The Board also confirm that the Director's Report provides a true and fair view of the development and performance of the business and the position of the group and the Company, including a description of the key risks and uncertainty factors that the Beerenberg AS group is facing.

BERGEN 26 APRIL 2022 Board of Directors at Beerenberg AS

Geir M. Aarstad Sebastian Ehrnrooth Ingelise Arntsen

Chairman

Hilde Drønen Morten Walde

Arild Apelthun CEO

AUDITOR'S REPORT

To the General Meeting of Beerenberg AS

Independent Auditor's Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Beerenberg AS, which comprise:

• The financial statements of the parent company Beerenberg AS (the Company), which comprise the statement of financial position as at 31 December 2021, the income statement, statement of comprehensive income and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Beerenberg AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2021, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion:

• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and
• the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by laws and regulations and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International

PricewaterhouseCoopers AS, Sandviksbodene 2A, Postboks 3984 - Sandviken, NO-5835 Bergen T: 02316, org. no.: 987 009 713 MVA, www.pwc.no

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Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of the Company for 9 years from the election by the general meeting of the shareholders on 21 February 2013 for the accounting year 2013.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Groups business activities are largely unchanged compared to last year. Valuation of goodwill and Earned, not invoiced revenue contains the same risks and challenges as last year and our focus on these areas have continued in 2021.

Key Audit Matter How our audit addressed the Key Audit Matter

Valuation of Goodwill

At 31 December 2021, the Group had recognized Goodwill with a carrying value of NOK 782 762 thousand.

Goodwill is allocated to groups of cash generating units identified in accordance the Group's operating segments, Services and Benarx. The impairment assessment of goodwill showed that the recoverable amount was higher than the carrying amount for both segments. Consequently, no impairment was recognized.

Valuation of goodwill requires management to exercise judgement related to, among other, future cash flows and discount rate applied. We focused on this area due to the magnitude of the amounts and the inherent risks related to judgements made by management when determining the assumptions applied to support the valuation of goodwill. We refer to note 12 in the consolidated financial statements for further information.

We obtained an understanding of management's valuation process and evaluated relevant internal control activities. We reviewed management's identification of cash-generating units and found these to be in accordance with IFRS. We reviewed management's model and impairment assessments for the cash generating units where goodwill was allocated and tested whether the model was mathematically accurate. We found that the model was based on recognized principles and that the recoverable amount was accurately calculated.

We compared the different elements in the discount rate calculation to our own expectations and the general expectations in the market and found that the applied discount rate was reasonable.

We evaluated management's assumptions related to future cash flows by comparing them to the budgets adopted by the Board of Directors and the strategy plan for the Group's various cash generating units. We performed sensitivity analyses and challenged management's assumptions related to future cash flows. We found that the assumptions were reasonable

and in line with the Group's current market visibility and historical hit rates. The terminal growth rate in the model was compared to the market's expectation of long-term inflation.

We challenged management's historical accuracy by comparing previous years' assumptions related to actual results in the related years. We found no material deviations between the assumptions used in previous years.

We have read note 12 and assessed the information there to be in line with the requirements.

Earned, not invoiced revenue

Earned, not invoiced revenue constitutes NOK 195 220 thousand. We refer to note 6, 13 and 21 in the consolidated financial statements for more information.

The Group's contracts are mainly servicing and maintenance contracts that are recognized over time. Work performed is invoiced monthly along with delivered service and maintenance. At year-end there will be work performed during the year, mainly during December that is not yet invoiced and recorded as earned, not invoiced revenue. The estimate requires that management apply judgement related to the amount of work performed. We focused on earned, not invoiced income due to the size of the amount, and the inherent risk related to management overestimating the earned, not invoiced income, which would affect the Groups results in the financial statements.

We obtained an understanding of and evaluated the assumptions used in the calculation of earned, not invoiced revenue. To assess the assumptions included in the calculation of earned, not invoiced revenue, we obtained an understanding of the customer contracts as well as management's process for developing the estimate including relevant internal control activities.

We challenged the assumptions used in interviews with management. Further, we agreed the assumptions used with underlying contracts and other forms of underlying documentation and tested whether management's calculations were mathematically accurate.

We assessed management's historical accuracy by comparing prior years' assumptions related to earned, not invoiced income to what was invoiced in the subsequent year. We found that previous years earned, not invoiced income, in all material respects was invoiced in the subsequent years.

We have read note 6, 13 and 21, and assessed the information there to be in line with the requirements.

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report nor the other information accompanying the financial statements.

In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report or the other information accompanying the financial statements. We have nothing to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report

• is consistent with the financial statements and
• contains the information required by applicable legal requirements.

Our opinion on the Board of Director's report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• conclude on the appropriateness of management's use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Report on compliance with Regulation on European Single Electronic Format (ESEF)

Opinion

We have performed an assurance engagement to obtain reasonable assurance that the financial statements with file name 5967007LIEEXZXFUSW82-2021-12-31_en have been prepared in accordance with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the accompanying Regulation on European Single Electronic Format (ESEF).

In our opinion, the financial statements have been prepared, in all material respects, in accordance with the requirements of ESEF.

Management's Responsibilities

Management is responsible for preparing, tagging and publishing the financial statements in the single electronic reporting format required in ESEF. This responsibility comprises an adequate process and the internal control procedures which management determines is necessary for the preparation, tagging and publication of the financial statements.

Auditor's Responsibilities

For a description of the auditor's responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger

Bergen, 26 April 2022 PricewaterhouseCoopers AS

Marius Kaland Olsen State Authorised Public Accountant Audited Financial Statements 2022

independent valuation. There have not been significant transactions with close associates in 2022.

A procedure relating to reporting of potential conflict of interests to the board has been established.Deviation from code of recommendation: Policies relating to preferential treatment of shareholders and sales of own shares have not been established.

5. Freely negotiable shares

No form of restriction on negotiability is included in the company's article of association.

Deviation from code of recommendation: None

6. Annual general meeting

The company's shares are not listed. As a consequence, the board has not prepared separate procedures regarding annual general meeting.

Deviation from code of recommendation: Based on current ownership structure the board has not seen it as necessary to develop additional guidelines beyond what is described in the legal framework (Aksjeloven).

7. Nomination committee

The company's shares are not listed. As a consequence, the board has not prepared procedures regarding nomination committee.

Deviation from recommendation: Based on current owner- ship structure the board has not seen it as necessary to appoint a nomination committee. Members of the board are appointed by the majority owner.

8. Corporate assembly and board of directors: Composition and independence

The company does not have a corporate assembly.

The boards of directors have the following members:
Name	Position	Period
Geir M. Aarstad	Chairman	2022–2024
Sebastian Ehrnrooth	Member	2022–2024
Hilde Drønen	Member	2022–2024
Morten Haakon Walde	Member	2022–2024

Sebastian Ehrnrooth represent Segulah IV L.P. which holds 83,9% of the shares in Beerenberg AS. In addition, some current and previous board members and members of the management hold shares in the company.

Geir M. Aarstad, Hilde Drønen and Morten Haakon Walde are all independent of the company, its management and its largest shareholder.

Deviation from code of recommendation: None

9. The work of the board of directors

The board has established procedures to clarify areas of responsibility as a group and as individuals.

The board has established an annual plan for the year and has in 2022 had eight meetings. The annual plan includes a three-year strategy plan, budget and target setting and review of the operations with focus on control and risk evaluation.

The board has appointed an audit committee and established guidelines for its work. The members of the audit committee are:

Hilde Drønen, Chairman of the committee Morten Haakon Walde

The company does not have a compensation committee and evaluates the need annually.

The board performes an annual evaluation of the work in the board.

Deviation from code of recommendation: None

10. Risk management and internal control

The board regularly reviews the performance of the company, among others through a monthly and quarterly report. These reports include financial information regarding the company and specific information relating to the business segments in addition to other important areas like HSE.

In addition, the board approves significant tenders and investments.

The board of directors has an annual review of risk areas and internal control systems. The board of directors also has an annual review of Corporate Governance including ethical guidelines.

Deviation from code of recommendation: None

11. Remuneration of the board of directors

The remuneration of the board of directors is established by the annual general assembly and is based on an evaluation of the workload. The remuneration is not dependent on the financial performance of the group. There is no form of incentive arrangement or similar.

Please see note 18 for additional information.

Deviation from code of recommendation: None

12. Remuneration of leading employees

The boards view on the remuneration level for leading employees are that they should be on a competitive level and motivating. The board has not established guidelines relating to remuneration to leading employees. There should be no remuneration which is not subject to limitations. Please see note 18 for further information.

Review of the principles of corporate governance according The Norwegian Code of Practice for corporate governance (NUES)

1. Review of corporate governance

The purpose of the principles of corporate governance in Beerenberg AS is to clarify the division of roles between shareholders, the board of directors and executive management more comprehensively than is required by l legislation. There have been no changes in the Code of practice (NUES) in 2022.

The group's vision is "Beyond Expectations". The vision commits the corporation and all of its employees to seek solutions that exceed the expectation of the wider world.

The group has set out 3 core values:

• Inclusive towards individuals, other companies and society as a whole. An open and accommodating attitude shall prevail throughout the group.
• Innovative will contribute to create a positive social Development, improve the environment and help safeguard a better future.
• Responsible attitude shall prevail at the company at all levels and in all contexts.

The group has established ethical guidelines that should form the basis for how Beerenberg conducts business.

Deviation from code of recommendation: None

2. Business

The group's operational activity is conducted in Beerenberg Services AS and its subsidiaries. In article 3 in Beerenberg Services AS Articles of Association the purpose of the business is defined:

"The objects of the company are to engage in contract work, production, industrial maintenance, trading, agency and commission work, and to take interests in other enterprises engaged in similar activities by way of share subscriptions or other means".

The group will conduct the business in line with established sustainability targets. The group will also provide information on

matters relating to the environment, social issues, the working environment, equality and non-discrimination, respect for human rights, and anti-corruption and bribery.

Deviation from code of recommendation: None

3. Equity and dividends

Total assets at 31 December 2022 was MNOK 1 786 with an equity of MNOK 569, giving an equity ratio of 32%.

The groups solidity is evaluated based on current targets, strategy and risk profile.

Beerenberg has a bond listed at the Oslo Stock Exchange.

Deviation from code of recommendation: Dividend policy and specific capital requirement targets. The Group's financing restricts the company's rights to pay dividends. Consequently, the board has not found it practical to develop a dividend policy. Furthermore, the board has not seen it as necessary to establish specific targets for leverage or equity ratio in addition the evaluations that are made continuously and specified in budgets and strategy plans.

4. Equal treatment of shareholders and transactions with close associates

Segulah IV L.P holds 83,9% of the shares in the company. The shares are not listed. As a consequence, there is no specific policy relating to preferential treatment of existing shareholders nor is there policy relating to sales of shares. Deviation from code of recommendation: Based on current ownership structure the board has not seen it as necessary to develop additional guidelines beyond what is described in the legal framework (Aksjeloven).

With regards to transactions with close associates the board of directors has prepared guidelines where the basis for the transaction should be based on an independent, 3rd party valuation. However, if the matter relating to the valuation has been satisfactory handled, the board may decide to forego the

Corporate Governance

Deviation from code of recommendation: None

13. Information and communication

The group has established policies relating to financial information. Beerenberg's reporting is aiming to be clear and precise and ensure that the general principle of equal treatment is fulfilled.

Deviation from code of recommendation: None

14. Takeover

There are no provisions or limitation relating to a take- over in the articles of association. There are no other limitations to limit acquisition of the company's shares.

Deviation from code of recommendation: Guidelines relating to takeover has not been established. The board has, considering the current ownership structure, not seen the need to establish guidelines in case of a takeover.

15. Auditor

The auditor has minimum two yearly meetings with the audit committee. In addition, the auditor participates in a board meeting in connection with the approval of the annual accounts where sections of the meeting are without participation from the management.

The auditor presents the plan for the annual audit to the audit committee where priorities and risk evaluations including internal control are presented. The auditor prepares an audit report about the annual accounts based on the annual audit plan.

The total fee paid to the auditor, where a distinction between the auditor fee for annual audit and other services provided are shown in note 7. The extent of other services outside the audit is reviewed by the audit committee. The audit committee evaluates the auditor's independence.

Deviation from code of recommendation: The board has not seen it as necessary to establish additional guidelines.

Board of Directors

Geir M. Aarstad

(1960), Chairman of the board. Aarstad has a long and broad experience from the construction industry, not least through his many years at Skanska where Aarstad was CEO from 2004 to 2009. He then took over as CEO of the Saudi company Al Rajhi Contracting. Since 2011, Aarstad has prioritized board positions. Today Aarstad is involved in a number of boards including Nordic Concrete Group, Stangeland Gruppen and Teqva Gruppen.

Sebastian Ehrnrooth

(1963), investors representative and Senior Advisor at Segulah Advisor AB. Ehrnrooth was formerly Deputy CEO of CityMail, project manager at Bain & Company and sales manager at Motorola. Ehrnrooth holds board room positions at KP Components and AB Gurkmejan.

Morten Walde

(1969), President & CEO in TS Group, has more than 25 years of experience from various operational- and strategic positions in the international oil& gas industry. Walde was formerly President & CEO in Beerenberg (2008-2018) and holds several non-executive positions in different branches today.

Hilde Drønen

(1961), holds a master degree from Business School of Management and a MBA from Norwegian School of Economics. Drønen has been the CFO of DOF ASA since 2004. Drønen held the position as CFO in Bergen Yards from 2002 to September 2004 and has before that held various senior positions in the Møgster Group. Drønen has more than 30 years of experience within the oil and gas industry and has served as director in several external companies mainly in the energy sector. Drønen is currently a board member in BWE Energy Ltd. Hilde Drønen is an independent board member.

The Net interest-bearing debt was NOK 593 million in 2022 compared to NOK 551 million in 2021.

Shareholders

Segulah IV L.P. owns 83,9% of the shares in Beerenberg AS. The remaining shares are held by Alpinvest Partners Co-Investment, previous and current board members and the Beerenberg management.

Financial risk

The board of directors of the Beerenberg group sets out a framework and develops guidelines for risk management in the group and continuously controls and supervises the implementation of these. The group's central finance department has overall responsibility for day-to-day management and follow-up of the group's financial risks and works closely with the operational units to identify, evaluate and implement necessary measures to reduce risk. Risk management covers credit risk, currency risk, interest rate risk, financial and liquidity risk, market risk and technology risk.

Credit risk

The Beerenberg group conducts business in an environment dominated by large clients with high credit ratings, and historically there have been few losses incurred on its receivables. New customers are credit-checked before entering contracts, and efforts are made during international operations to use letters of credit to safeguard receivables and payment demands wherever possible. The oil and gas market have elements of increased credit risk. To deal with these, the group has introduced additional measures to monitor credit risk within certain client segments, especially maintenance, modifications and for international clients.

Currency and interest rate risk

A key principle for the Beerenberg group is to keep the currency risk as low as possible by using the same currency for both income and expenditure. In its international operations the group is not always able to follow this principle and as a result client and supplier contracts involving currency exposure beyond defined limits should be hedged. A limited amount of the group's revenues, expenditure and investments are denominated in foreign currencies. The group's interest rate risk in relation to interestbearing debt is for the most part hedged through an interest rate agreement, whereby a variable NIBOR-based interest rate plus a spread has been swapped so that exposure towards fluctuations in the short-term interest rate is reduced. The existing swap has maturity November 2023.

Financial and liquidity risk

The group´s financing arrangement requires it to achieve adequate cash flow and revenues over time. The group continues to measure the financial criteria in line with the terms of the agreement.

The Beerenberg group's financing is partly a bond loan with expiry date November 2023. In addition, the group has a revolving credit facility in a commercial bank.

Market risk

The Beerenberg group operates in the oil and gas market, which due to price fluctuations can be volatile. Beerenberg is affected by

the oil companies' actions and the prevailing oil and gas prices. To mitigate this, Beerenberg has diversified into various segments of the market, e.g., new-build and maintenance and modification projects. Beerenberg is also expanding internationally, with the proprietary Benarx® product range and it is looking into related market segments, such as infrastructure for both products and services.

There is reason to believe that investment growth on the Norwegian Continental Shelf will abate in the long term. To expand its operations and customer base, the group has therefore been working to grow its international presence.

The current European energy situation where energy sequrity for Europe becomes even more important, might influence the level of maintenance and investments in oil and gas.

Technology risk

The market in which Beerenberg operates will continue to seek improved solutions and products for the future. To maintain its competitive edge, the group has adopted a strategy of continued investment in engineering services, digitalization, and R&D along with an ambition to protect its assets through patents and other proprietary rights.

Cyber Risk

The risks posed by cyber criminals continue to be a threat to both the business and operations. This risk is managed by the IT-Department who closely monitors new Cyber threats that continues to emerge and take actions to protect Beerenberg against these threats.

Phishing emails are the most typical cyber-attacks. However, as more devices are being connected to internet there is increasing risk linked to these devices and the systems they are connected to. Measures is taken to secure email, improve capabilities to identify ongoing malicious activities, and increase employee awareness of cyber threats.

Research and development

In regard to research and development, The Beerenberg group's focus is on product and method development in the field of ISS. Beerenberg is working actively with research communities and institutions to develop new technology and inhouse expertise within the group's areas of operation. Research and development are conducted in close partnership with clients to create value for the group's customers.

The Beerenberg group´s continuous focus on research and development has resulted in 17 registered patent families with 44 regional and national patents per 31.12.22.

Sustainability governance

For Beerenberg, the attention to ESG is fundamentally about safeguarding our own future, securing sustainable conditions for the environment, and helping a positive social development.

ESG is linked to the long-term success of Beerenberg. It is our vision to go "Beyond expectations" to seek solutions that exceed the expectations of stakeholders, and we therefore have a responsibility to

In a significantly evolving energy landscape impacted by the tragic war in Ukraine, Beerenberg has navigated safely through 2022. The year has been affected by elevated energy prices, increased commodity prices, Covid-19, broad-based inflation and global supply chain constraints.

Despite the unpredictability such challenges present to international businesses, Beerenberg has been successful in delivering on the company's targets for revenue growth, profitability, order intake and shareholder value creation.

Business areas

Beerenberg´s activities include innovative service solutions for the oil and gas industry, covering the entire life cycle from field studies and newbuilds to maintenance, modifications, and lifetime extensions. The business area Services include Beerenberg´s core ISS disciplines Insulation, Scaffolding and Surface treatment, as well as passive fire protection, technical cleaning, rope access techniques, robotic surface treatment, architectural outfitting services, and the cold work concepts Sveisolat (habitats) and cold cutting / mobile machining all primarily offered to clients mainly on the Norwegian Continental Shelf (NCS).

The Benarx business area is built around the proprietary Benarx® product range, which includes high specification insulation products (thermal, acoustic, and passive fire protection) as well as insulation solutions for subsea installations.

Beerenberg is headquartered in Bergen, with regional offices in Skien, Poland, UK, South Korea, Thailand, and Singapore.

Financial statement

The operating revenue in 2022 increased by approx. 4% to NOK 2,222 million from NOK 2,136 million in 2021.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) ended at NOK 180 million, compared to NOK 216 million in 2021. The EBITDA margin was 8,1%, down from 10,1% in 2021.

Net financial cost for the full year ended at NOK 79 million, down from NOK 82 million last year and the full year net profit of 2022 was NOK 19 million versus a profit of NOK 56 million in 2021.

The estimated order backlog at the year-end, including frame agreements and options, was NOK 7.9 billion, up from NOK 7.3 billion in 2021 both due to order intake and a revised market adjustment of the frame agreements adding NOK 1.0 billion to the order backlog.

Capital, cash flow and liquidity

Total assets at the end of 2022 amounted to NOK 1.786 million, down from NOK 1.830 million in 2021. The equity was NOK 569 million, up from NOK 546, corresponding to an equity ratio of 32% in 2022 and 30% in 2021.

Cash flow from operating activities depends on several factors, including activity level, progress on and delivery of projects and changes in working capital. Cash flow from operating activities was NOK 51 million, compared to NOK 109 million in 2021.

Beerenberg's net cash outflow for investing activities was NOK 62 million in 2022, up from NOK 39 million in 2021 due to acquzition of Remotion.

Net cash flow related to financing activities was NOK -69 million, up from NOK -16 million in 2021. The cash outflow in 2022 is related to amortization of the bond.

Total non-current assets were NOK 1059 million in 2022, up from NOK 1034 million in 2021. Current assets were NOK 726 million in 2022, down from NOK 796 million in 2021.

Total current liabilities were NOK 1.172 million in 2022, up from NOK 601 million and total non-current liabilities were NOK 45 million down from NOK 682 million in 2021. The changes from 2021 to 2022 is mainly explained by reclassification of the bond from long term to short term liability since the bond has less than a year to maturity.

The process of refinancing the bond is ongoing and the company is working on different solutions to find the best outcome for Beerenberg. The board is confident that the company will succeed with the refinancing process. In accordance with Section 3-3a of the Norwegian Accounting Act, the board can confirm that the requirements for the going concern assumption have been satisfied and that the financial statements have been prepared on that basis.

Annual Director's Report

drive necessary changes, while continually seeking out and creating more sustainable solutions. We have consistently been working on our HSEQ performance and we have worked on strengthening our approach to the wider ESG scope. In 2022 the group have reported on different KPI's in relation to our ESG strategy. We are committed to further develop and implement our ESG strategy in line with recognized ESG frameworks and stakeholder expectations.

Social responsibility and ethics

Beerenberg's annual report includes a separate account of the group's approach, conduct and guidelines in relation to social responsibilities and ethics. The group´s ethical guidelines are a central part of its training programmes as training in the group's ethical guidelines helps ensure that employees and others acting on behalf of the group exercise good judgement and behave in a manner that is consistent with the group´s ethical rules.

Human relations, organisation and working environment

Human relations and working environment

The Beerenberg group had 1,432 employees as at 31.12.22, up from 1.247 at the end of 2021. Including contractors, the number of FTEs totalled 1,912.

Beerenberg seeks to sustain a good working environment with enthusiastic and motivated staff who feel that they are being well looked after. The group has staff arrangements and fora for cooperation between staff and management, as is common within the sector.

Equality and discrimination

Beerenberg has respect for every individual and recruitment is based on qualifications without regard for the candidate's gender, age, disability, sexual orientation, ethnicity, religion, or cultural background. Beerenberg wishes to create an inclusive workplace culture and is working actively to ensure a good working environment. All employees shall be given salary and working conditions that are competitive and fair.

It is Beerenberg's ambition to increase the proportion of women at all levels within the organisation by taking a systematic approach to recruitment and enabling development and growth within the organisation. Female employees, most of whom serve in administrative positions, made up 7.5% of the workforce at year end. In 2022 there were one woman in the group management team and one woman on the board of directors.

Organization

The group is organised as two business divisions – Services and Benarx. The group made one acquisition in 2022. In April Beerenberg acquired Remotion AS. Remotion have state of the art robotics for both surface treatment and splash zone operations. Beerenberg see the acquisition of Remotion as a valuable tool for the surface treatment of the future.

Health, Safety and the Environment

Beerenberg continuously works to prevent injury and to create a working environment that is meaningful and healthy for all employees. Beerenberg has adopted a zero-tolerance philosophy in relation to injury to people, damage to the natural environment and material assets. The effort to prevent acute damage to health and injuries is a high priority for Beerenberg. By focusing on training, health monitoring, risk management and robust working practices, Beerenberg seeks to reduce the risk of health issues and injuries amongst employees exposed to risk. Beerenberg's health monitoring programme also applies to our subcontractors and is managed through contract meetings, reporting and audits.

Good working practices, job planning, and procedures alone are not enough to prevent sickness and injury. The key issue is compliance, whereby the knowledge and motivation of individual employees are key factors. Beerenberg's commitment to HSE includes (but is not limited to) obligatory HSE training for all employees and contractors as well as a three- day HSE course for all managers.

Central to Beerenberg's preventive HSE programme are also various surveys designed to strengthen our knowledge base, identify risk and associated HSE measures.

The group is working to reduce sickness absence, both at a collective and an individual level. Sickness absence in 2022 stood at 8,2 %, in line with 8,3% in 2021. Short-term sickness absence accounted for 4.5% and long-term absence for 3.7%. The corresponding figures for 2021 were 4.0% and 4.3%, respectively.

In 2022, Beerenberg recorded 20 Incident involving personal injured requiring more than first aid; Four Serious Lost Time injuries (SLT), Six lost time injuries (LTI), where Fourteen injuries required medical treatment and five of those were resolved with alternative work.

Beerenberg continues its systematic and preventive approach to reducing the number of incidents.

The natural environment

When conducting its operations, Beerenberg aims to minimize the environmental impact and the group aims to continuously improve its environmental performance.

Beerenberg's impact on the natural environment is primarily considered to stem from emissions of volatile organic compounds (VOCs) because of the use of paint products and solvents. This is a natural consequence of the group's activities, and the volume of VOC emissions will always reflect the volume of assignments and the type of products being ordered and delivered. Beerenberg endeavours to use alternative products and services that help reduce the environment footprint and with a lesser impact on the environment where possible (the substitution requirement). To reduce the negative environmental effects of its waste output, Beerenberg has introduced robust procedures for waste disposal and final processing (material and energy harvesting). The work of reducing microplastics is at the top of Beerenberg´s agenda through extended use of robots to collect microplastic.

Beerenberg is certified according to NS-EN ISO 9001: 2015 Quality management, NS-EN ISO 14001:

2015 Environmental management, and NS-ISO 45001: 2018 Occupational health and safety.

Climate risk

Climate change related risks comprises climate related physical events that may impact the integrity of our and others assets (physical risks), as well as strategic challenges arising from climate related policies, regulations and customers' demand for zero or low-emission solutions (transition risks).

Physical risks could result from climate related acute and/or chronic changes in rainfall patterns, shortages of water or other natural resources, variations in sea levels, storm patterns and intensities as well as temperatures.

Transition risks could result from an increased demand for lowcarbon products and solutions, higher price for greenhouse gas emissions as well as changes in market prices for oil-related products and therefore lower demand for our services.

Future prospects

Beerenberg's strategy plan was revised in the autumn of 2022. The plan provides a framework for the group's development up until 2025. The Groups priorities in the period includes invest in people, invest in sustainability and invest in technology.

We expect that the maintenance and modifications market will grow in the coming years. The group's long-term contracts over 10 and 15 years will provide a solid base for the group going forward. Yet it is important to note that the market is shaped by external factors, especially the price of oil. Based on public reports from Rystad Energy, the ISS market is expected to remain strong in the coming years.

Throughout 2022, the group has taken steps to mitigate inflation in order to increase competitiveness and these initiatives will continue. Together with the group's robust foundations, this means the group expects to maintain its revenues and see long term growth within the oil and gas sector as well as outside in new sectors.

The board emphasis that the information included in this annual report contains certain forward-looking statements that address activities or developments that the Company anticipates will or may occur in the future. The statements are based on assumptions and estimates, and some of them are beyond the Company's control and therefore subject to risks and uncertainties.

Management and board liability Insurance

Management and board liability Insurance has been established for the board members and management. The insurance covers any personal liability that they may incur in connection with the performance of their duties. The insurance is established on market terms in an international insurance company with a solid rating.

The board's statement on corporate governance and executive management

The board of directors has directed the company and the group to develop procedures and systems for compliance with the Norwegian Code of Practice for Corporate Governance.

The associated statement is presented as a separate part of the annual report.

Transparency Act

Beerenberg has made a separate statement according to the "Transparency Act". The statement could be read at Beerenberg.com.

The board's assessment and events after the balance sheet date After the reporting date one of Beerenbergs employees was injured in a work accident at Mongstad. The employee, who was seriously injured, is in stable condition and receiving treatment at Hospital. After the accident Beerenberg has been closely following up all parties concerned. Beerenberg are carrying out a joint investigation of the accident together with client in addition to other relevant authorities' investigations, in line with customary policies pertaining to serious accidents.

In the board's view the financial statements and statement of financial position with accompanying notes provide a true picture of the activities of Beerenberg AS and of the group's position at year end.

In accordance with Section 3-3a of the Norwegian Accounting Act, the board can confirm that the requirements for the going concern assumption have been satisfied and that the financial statements have been prepared on that basis.

Bergen 28 April 2023

Board of Directors at Beerenberg AS

Hilde Drønen

Arild Apelthun

Geir Aarstad Sebastian Ehrnrooth Morten Walde

• Consolidated Income Statement
• Consolidated Statement of Comprehensive Income
• Consolidated Statement of Financial Position
• Consolidated Statement of Changes in Equity
• Consolidated Statement of Cash Flows

Income statement

• Statement of Comprehensive Income
• Statement of Financial Position
• Statement of Cash Flows
• Accounting principles

Notes

Note 5 Non-current and current liabilities, collateral and guarantees, etc.

92	Note 1	Long-term investments in other companies
92	Note 2	Restricted funds
92	Note 3	Share capital and shareholder information
93	Note 4	Equity
93	Note 5	Non-current and current liabilities, collateral and guarantees, etc.
94	Note 6	Tax
95	Note 8	Specification of finance income and finance costs
96	Note 9	Financial instruments
96	Note 10	Events after the reporting date

Note 7 Payroll costs, number of employees, remunerations, loans to employees ect.

BEERENBERG AS GROUP

Annual Accounts

Notes

52	Note 1	Information about the group
52	Note 2	Basis of preparation
52	Note 3	Accounting principles
56	Note 4	Financial risk management
59	Note 5	Segment
61	Note 6	Revenue
62	Note 7	Other operating costs
63	Note 8	Personnel costs
64	Note 9	Finance income and finance costs
65	Note 10	Tax
67	Note 11	Property, plant and equipment
69	Note 12	Intangible assets and Goodwill
71	Note 13	Financial instruments
75	Note 14	Inventory
75	Note 15	Bank deposits and cash equivalents

Note 16 Share capital and shareholder informations

76	Note 17	Employee benefits – pensions
77	Note 18	Remuneration of key employees
78	Note 19	Warranty liabilities and provisions
78	Note 20	Other short-term liabilities
78	Note 21	Contingent outcomes
79	Note 22	Related parties
79	Note 23	Group entities
80	Note 24	Derivatives
81	Note 25	Interest-bearing liabilities
82	Note 26	Secured Liabilities
83	Note 27	Acquisition of Remotion AS
84	Note 28	Climate Risk
84	Note 29	Events after the reporting date

BEERENBERG AS

BEERENBERG AS GROUP

Consolidated Statement of Comprehensive Income

(Amounts in NOK 1 000)	Note	2022	2021
Annual profit/loss		19 416	56 433
Other revenue and expenses
Change in value of derivatives	24	4 025	6 100
Conversion differences		-1 077	-3 379
Total Statement of Comprehensive Income		22 364	59 153
The comprehensive income is attributable to:
Shareholders of the parent company		22 793	60 481
Non controlling interests		-429	-1 327
Total Statement of Comprehensive Income		22 364	59 153
Other revenue and expenses is after tax and will be reversed in the income statement.
The accompanying notes 1-29 are an integral part of these financial statements.

Consolidated Income Statement

(Amounts in NOK 1 000)	Note	2022	2021
Revenue from contracts with customers		2 221 541	2 128 301
Other revenue		337	7 718
Total revenue	5, 6	2 221 878	2 136 019
Materials, goods and services		196 723	165 859
Personell costs	8,17,18	1 498 268	1 430 805
Other operating costs	7	346 881	322 904
Total operating expenses		2 041 872	1 919 568
Operating result before depreciation, amortisation and impairment losses		180 006	216 451
Depreciation, amortisation and impairment losses	11, 12	81 904	63 382
Operating result		98 103	153 069
Financial revenue	9	6 688	2 153
Financial expenditure	9, 25	85 393	84 368
Result before tax		19 398	70 854
Tax	10	-19	14 421
Annual profit/loss		19 416	56 433
The annual profit/loss is attributable to:
Shareholders of the parent company		19 846	57 760
Non controlling interests		-429	-1 327
Annual profit/loss		19 416	56 433
Basic earnings per share for 1.000.000 A-shares	16	0,019	0.056

Diluted earnings per share are identical as there is no dilutive effect.

The accompanying notes 1-29 are an integral part of these financial statements.

(Amounts in NOK 1 000)	Note	2022	2021
Equity and Liabilities
Equity
Share capital		26 700	26 700
Share premium		240 310	240 310
Other equity		302 324	279 531
Non controlling interests		-542	-113
Total equity	16	568 792	546 428
Liabilities
Pension liabilities	17	19 331	17 322
Interest bearing long-term liabilities	13, 25, 26	26 095	665 173
Total long-term liabilities		45 426	682 495
Interest bearing short-term liabilities	13, 25, 26	679 968	78 861
Supplier liabilities		133 876	188 014
Tax payable	10	9 364	18 520
Social security, VAT and other taxes		83 486	90 967
Other short-term liabililities	20, 21	242 688	203 210
Warranty liabilities	19	22 227	21 527
Total short-term liabilities		1 171 609	601 099
Total liabilities		1 217 035	1 283 594
Total equity and liabilities		1 785 827	1 830 022

(Amounts in NOK 1 000)	Note	2022	2021
Assets
Noncurrent assets
Intangible assets	12	52 079	19 246
Goodwill	12	782 762	782 762
Property, plants and equipment	11, 26	210 040	208 340
Financial fixed assets	17, 24	14 276	20 221
Deferred tax assets	10	19	3 010
Total Noncurrent assets		1 059 176	1 033 579
Current Assets
Inventory	14, 26	93 889	77 790
Accounts receivable from customers	6, 13, 26	261 679	306 387
Earned, not invoiced accounts receivables	6, 13, 21	215 854	195 220
Other receivables	13, 24	41 939	23 701
Cash at bank	13, 15	113 289	193 345
Total current assets		726 651	796 443
Total Assets		1 785 827	1 830 022

The accompanying notes 1-29 are an integral part of these financial statements.

Consolidated Statement of Financial Position

Bergen 28 April 2023 Board of Directors at Beerenberg AS

Hilde Drønen

Arild Apelthun

Geir Aarstad Sebastian Ehrnrooth Morten Walde

Consolidated Statement of Changes in Equity

(Amounts in NOK 1 000)	Share capital	Share premium	Conversion reserve	Hedging reserve	Retained earnings	Total	Non controlling interests	Total
Equity as per 31.12.2020	26 700	240 310	2 329	-875	217 596	486 060	811	486 871
Annual result for the period					57 760	57 760	-1 327	56 433
Other Comprehensive income			-3 379	6 100		2 721		2 721
Transactions with shareholders Changes in non-controlling interests							404	404
Equity as per 31.12.2021	26 700	240 310	-1 050	5 225	275 356	546 541	-113	546 428
Annual result for the period					19 846	19 846	-429	19 416
Other Comprehensive income			-1 077	4 025		2 947		2 947
Transactions with shareholders Changes in non-controlling interests								0
Equity as per 31.12.2022	26 700	240 310	-2 127	9 249	295 201	569 334	-542	568 792

The accompanying notes 1-29 are an integral part of these financial statements

Consolidated Statement of Cash Flows

(Amounts in NOK 1 000)	Note	2022	2 021
Cash flows from operating activities
Result for the period before tax		19 398	70 854
Tax paid for the period		-19 765	-15 565
Gains/losses from sales of fixed assets		-141	-2 935
Depreciation, write-down and amortisation	11, 12	81 904	63 382
Changes to inventory	14	-16 099	-11 541
Changes to accounts receivable from customers	13	44 708	-56 777
Changes to supplier liabilities		-54 138	52 728
Difference between expensed and paid-in/out pension premium		1 257	1 497
Changes to other time restricted items		-6 192	7 729
Net cash flow from operating activities		50 931	109 372
Cash flows from investment activities
Incoming payments from the sale of tangible and intangible fixed assets	11	664	3 186
Outgoing payments from acquisition of tangible and intangible fixed assets	11, 12	-37 217	-42 663
Net cash effect from acquistion of subsidiary	27	-25 183	0
Net cash flow from investment activities		-61 736	-39 477
Cash flows from financing activities
Outgoing payments on lease liabilities	13, 25	-15 690	-15 866
Incoming payments on long-term loans	13, 25	0	50 000
Outgoing payment on long-term loans	13, 25	-53 561	-50 822

(Amounts in NOK 1 000)	Note	2022	2 021
Cash flows from operating activities
Result for the period before tax		19 398	70 854
Tax paid for the period		-19 765	-15 565
Gains/losses from sales of fixed assets		-141	-2 935
Depreciation, write-down and amortisation	11, 12	81 904	63 382
Changes to inventory	14	-16 099	-11 541
Changes to accounts receivable from customers	13	44 708	-56 777
Changes to supplier liabilities		-54 138	52 728
Difference between expensed and paid-in/out pension premium		1 257	1 497
Changes to other time restricted items		-6 192	7 729
Net cash flow from operating activities		50 931	109 372
Cash flows from investment activities
Incoming payments from the sale of tangible and intangible fixed assets	11	664	3 186
Outgoing payments from acquisition of tangible and intangible fixed assets	11, 12	-37 217	-42 663
Net cash effect from acquistion of subsidiary	27	-25 183	0
Net cash flow from investment activities		-61 736	-39 477
Cash flows from financing activities
Outgoing payments on lease liabilities	13, 25	-15 690	-15 866
Incoming payments on long-term loans	13, 25	0	50 000
Outgoing payment on long-term loans	13, 25	-53 561	-50 822
Payments from entry of non-controlling interests		0	404
Net cash flow from financing activities		-69 251	-16 284
Net changes to cash and cash equivalents		-80 056	53 612
Cash and cash equivalents per 01.01		193 345	139 733
Cash and cash equivalents per 31.12	15	113 289	193 345

The accompanying notes 1-29 are an integral part of these financial statements

Note 1 Information about the group

Beerenberg AS is a limited liability company registered in Bergen, Norway. The Beerenberg Group comprises the parent company Beerenberg AS and the subsidiaries Beerenberg Holding AS, Beerenberg Services AS, Beerenberg Industri AS, Remotion AS, Beerenberg Solutions Poland Sp. z o.o, Beerenberg Korea Ltd, Beerenberg Singapore Ltd, Beerenberg UK Ltd, Beerenberg Holding (Thailand) Co. LTD and Beerenberg Thailand Ltd.

The head office is in Bergen and the group has offices in Stavanger and Skien in Norway, in Singapore, in Gościcino in Poland, Busan in South-Korea and in Chonburi in Thailand.

The group delivers expertise and technology as well as engineering and inspection services in the fields of surface treatment, passive fire protection, insulation, architecture/interiors, scaffolding, Rope access techniques, and habitats as well as mobile machining, cutting and decommissioning.

The consolidated financial statements comprise the parent company and subsidiary companies, referred to collectively as "the group" and individually as "group entities".

Refer to note 16 for ownership structure.

The annual financial statements were authorised for issue by the board of directors on 28 April 2023.

Confirmation of financial framework

The consolidated financial statements have been prepared in accordance with EU-approved IFRS standards and associated interpretations as required as at 31 December 2022 and in accordance with additional Norwegian disclosure requirements under the provisions of the Norwegian Accounting Act as at 31 December 2022. There have been no changes in accounting principles from 2021 to 2022. The proposed consolidated financial statements were authorised by the board and CEO on the date stated in the signed statement of financial position. The consolidated financial statements shall be reviewed by an ordinary general meeting for final approval.

Functional currency and presentation currency The consolidated financial statements are presented in NOK, which are both the functional currency of the parent company and the presentation currency of the group.

The accounts of individual entities within the group are measured in the currency used where the entity predominantly operates (functional currency). The group have subsidiaries in Poland, UK, Thailand, Singapore and Korea where the functional currency is PLN, GBP, THB, SGD and KRW respectively. However, of the groups consolidated revenue more than 90% is in NOK, thus changes in currencies have limited impacts on the consolidated figures

Basis of calculations

The consolidated financial statements have been prepared using historical cost principles, with the exception of

• Derivatives, which are assesed at fair value.

The accounting principles described below have been consistently applied to all companies in the group in all periods.

Consolidation principles Subsidiary companies

The subsidiary companies include all entities where the group has a deciding influence on the entity's financial and operational strategy, normally through the ownership of more than 50% of the voting capital, and where the entity constitutes an enterprise. Subsidiaries are consolidated from the date when control was transferred to the group. Consolidation ceases on the date when the group no longer has control.

Acquired subsidiaries are accounted for in the consolidated financial statements based on the parent company's acquisition cost. When acquiring a subsidiary company, the purchase price of the acquired undertaking must be distributed so that the opening balance of the group reflects the estimated fair value of the assets and liabilities that have been acquired. In order to establish the fair value of an acquisition, alternative methods must be used for assets for which there is no active market. Excess value beyond that which can be attributed to identifiable assets and liabilities is recognized as Goodwill. If the fair value of the equity in an acquired company exceeds the consideration paid, the excess is immediately recognized as income. The allocation of the purchase price upon consolidation is amended if new information appears about the fair value applicable on the date control was obtained, no later than 12 months after the acquisition took place.

Intragroup transactions, balances and unrealised gains are eliminated. Unrealised losses are also eliminated but are considered to be an indicator of impairment, which would require an assessment to be made as to whether the transferred asset should be written down.

Group entities

The statements of financial position and comprehensive income of group entities with a functional currency that differs from the presentation currency are translated as follows:

• a) The statement of financial position is translated using the exchange rate at the end of the reporting period
• b) The statement of comprehensive income is translated using the average exchange rate (if the average exchange rate does not give a reasonable overall estimate for the transaction exchange rate, then the transaction exchange rate is used)
• c) Translation differences are taken to other revenues and costs and are specified as a separate item.

Conversion reserve

This fund is a part of the statement of equity and includes all foreign exchange differences related to the conversion of financial statements from foreign subsidiaries.

Financial instruments

The group initially recognizes financial instruments on the date the group becomes a party to the contractual provisions of the instrument.

Classification and measurement

The group classifies its financial assets in the categories (1) amortized cost (2) financial assets at fair value through other comprehensive income (3) financial assets at fair value through profit or loss. Classification is dependent on the objective of the financial instrument and the groups business model. Amortized cost

Financial instruments that the group holds in order to receive contractual cash flows is recognized at fair value and is in subsequent periods measured at amortized cost. This mainly relates to financial instruments as trade receivables, other receivables and bank deposits.

Financial liabilities are recognized at fair value and are measured, as a main rule, in subsequent periods at amortized cost. Financial liabilities like trade payables, leasing, bond, and other liabilities are classified as amortized cost.

If an impairment in the fair value of a financial asset has been taken directly to other income and expenses, and if there is objective evidence that the asset has been the subject of an impairment, the accumulated loss that has been recognized directly in other income and expenses in profit or loss will be recognized. This applies even if the financial asset has not been realised. The loss recognized in profit or loss is the difference between the acquisition cost at the time of acquisition and the current fair value, less any impairment of the financial asset previously recognized in profit or loss.

With the exception of inventories (see Inventories) and deferred tax assets (see Income tax), the carrying amount of the group's financial assets is continually assessed to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

Fair value through other comprehensive income

The group has entered into an interest swap in order to reduce the risk of variable interest rate on Bond. This interest swap is designated as a hedge instrument in hedge accounting in accordance with IFRS 9, and changes in fair value of this interest swap is recognized through other comprehensive income. Details of this interest swap is further described in note 24.

Fair value through profit or loss

By default, other financial instruments that are not classified as amortized cost or designated as a hedge instrument and recognized as fair value through other comprehensive income is recognized as fair value through profit or loss. Derivatives are classed as financial assets at fair value through profit or loss, unless they are part of a hedge relationship. The only derivative the group have in 2022 is designated as a hedge instrument, thus there are now no financial instruments recognized through profit or loss

Derecognition of financial instruments

The group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within 30-45 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The group holds the trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method. Details about the group's impairment policies and the calculation of the loss allowance are provided in note 13.

Trade payables and other short-term payables

Trade payables are measured at fair value when initially recognized and at amortised cost in subsequent periods. Due to their short residual maturity, the nominal value of the payables is deemed to reflect their fair value / amortised cost.

Cash and cash equivalents

Cash and cash equivalents comprise cash and bank deposits.

Share capital

Ordinary shares are classed as equity. Costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity (share premium) net of any tax effects.

Tangible non-current assets

The group's tangible non-current assets comprise production equipment, workshops and improvements to buildings and other operating equipment. Tangible non-current assets are recognized in the statement of financial position at cost less accumulated depreciation and write-downs. The cost price of tangible non-current assets is the purchase price including expenses directly attributable to the purchase of the asset. The cost of self-constructed assets includes the cost of materials, direct labour costs, borrowing costs and other costs directly attributable to bringing the assets to a working condition for their intended use, the cost of dismantling and removing the items, and restoring the site on which they are used.

Expenses incurred after the non-current asset has been put into use, such as ongoing daily maintenance, are recognized in profit or loss in the period in which they were incurred, except for other expenses expected to generate future economic benefits that are recognized as a part of the non-current asset.

If substantial, individual components of an item of property, plant and equipment have different

useful lives, they are accounted for as separate components.

Gains and losses on disposal are included in the operating profit or loss.

Goodwill

The group measures Goodwill as the fair value of the consideration transferred, less the net amount (normally fair value) of the identifiable assets acquired and liabilities assumed, all measured as at the acquisition date.

Goodwill is distributed to cash-generating units and is not subject to an amortisation schedule but is tested for impairment annually and when there is an indication that a write-down is necessary. Goodwill write-downs are not reversed. For the purpose of testing Goodwill for impairment, Goodwill is allocated to the cash-generating units that are expected to benefit from the acquisition.

Intangible assets

Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge, is recognized in profit or loss as incurred.

Development activities include designs or plans for the production of new or substantially improved products and processes. Development expenditure is capitalized only if it can be reliably measured, if the product or process is technically or commercially viable, if future economic benefits are probable, and if the group intends to and has sufficient resources to complete the development and to sell or use the asset. The expenditure capitalized includes materials, direct labour, directly attributable overhead costs and borrowing costs. Other development expenditure is recognized in profit or loss as incurred.

Capitalized development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Depreciation

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful life. Depreciation is calculated on the basis of the cost of the asset or other amount substituted for cost, less its residual value.

The economic useful life of scaffolding is assessed, and its period of use has been set at 15 years. The period of use is the period in which the group expects to use the scaffolding and may thus be shorter than its economic useful life. The period of use and the residual value are assessed at the end of each reporting period and adjusted if necessary. Scaffolding is depreciated over a period of 15 years.

BEERENBERG AS GROUP - NOTES

Containers and workshops are depreciated over a period of 10 years, while other production equipment and other assets are depreciated over a period of 3-7 years.

Intangible assets are amortised on a straightline basis over their estimated useful life from the time they are available for use, since this most closely reflects the consumption of the future economic benefits embodied in the asset. The estimated useful lives for the current period and comparative periods are as follows:

• Customer relationships	3-10 years
• Technology	5-10 years

Amortisation method, useful life and residual value are reviewed annually and adjusted if necessary.

Impairment losses of non-financial assets

When the carrying amount of a non-current asset is higher than the estimated recoverable amount, the value is written down to the recoverable amount. The recoverable amount is the greatest of fair value less cost to sell and its value in use. The scope for reversing any previous write-downs (except Goodwill) is assessed on each reporting date.

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually. An impairment loss is recognized when the carrying amount of an asset or cash-generating unit exceeds the recoverable amount. Impairment losses are recognized through profit or loss.

Impairments estimated for cash-generating units are allocated so that the carrying amount of any Goodwill in the cash-generating units is reduced first. Next, the remaining impairment losses on the other assets in the unit are allocated pro rata based on the carrying amount.

Calculating the recoverable amount

The recoverable amount of an asset is the greater of the net selling price (less cost to sell) and value in use. The value in use is estimated by discounting expected future cash flows to their present value using a market-based risk-adjusted discount rate. For assets that do not generally generate independent cash flows, the recoverable amount is determined for the smallest cash-generating unit to which the asset belongs.

Reversing impairment losses

Impairment losses on Goodwill are not reversed. In respect of other assets, impairment losses are reversed if there is any change to the estimates used to calculate the recoverable amount.

Lease agreements

IFRS 16 requires all contracts that contain a lease to be recognized on the balance sheet as a right-of-use asset and a corresponding lease liability. The lease liability represents the net present value of the lease payments to be made over the remaining lease period. The right-of-use asset is depreciated over the lease term. For Beerenberg this mainly applies to office buildings and other facilities. Short-term and low value lease agreements are exempted from IFRS 16 and accounted for as operating expenses.

Inventories

Inventories are measured at an amount equal

to the lower of acquisition cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and selling expenses. The acquisition cost of manufactured inventories includes the direct cost of materials, direct labour and a share of indirect production overheads, while the acquisition cost of purchased inventories is the cost price based on the first-in-first-out principle and includes the cost incurred in acquiring the inventories, production or conversion overheads and other costs incurred in bringing them to their existing location and condition. In accordance with IAS 2.28, the value of inventories is written down to the net realisable value if the inventories have been damaged or have become wholly or partially obsolete or if the selling price has fallen.

Pension costs and pension obligations

Pension costs and pension obligations are treated in accordance with IAS 19R. Pensions are described in Note 17. The net pension costs for the period are classed as salary and personnel costs.

The group operates a pension scheme financed by contributions paid into a separate legal entity (insurance company) in the form of a defined contribution plan. A defined contribution plan is a pension scheme under which the group pays fixed contributions to the insurance company. The group has no further payment obligations once the contributions have been paid. The contributions are recognized in profit or loss as salary costs as incurred. Prepaid contributions are recognized as assets to the extent that they can be refunded or reduce future contributions.

The group is also participant in the AFP scheme which is a pension-scheme that pays a lifelong supplement to ordinary pension benefits.

The group has in addition to the ordinary pension scheme also a supplementary pension plan for executive management and key employees.

Provisions

Provisions are accounted for when the group has an obligation (legal or self-imposed) resulting from a previous event if it is likely (more likely than not) that a financial settlement will take place as a result of this obligation and the size of the amount can be reliably calculated. If the effect is significant, the provision is calculated by discounting expected future cash flows with a discount rate before tax that reflects the market's valuation of the time value of money and, if relevant, risks specifically linked to this obligation.

Warranties

A provision for warranties is recognized when the underlying products or services are delivered. The warranty period is normally 2-5 years. At the end of a project, a provision is made to meet any warranty claims and complaints. The provision is based on historical information about warranties weighted by the probability that a warranty expense will be incurred. It is normal for such provisions to be a fixed proportion of the contract value, but a larger or smaller provision may be made depending on the specific assessment of individual projects. Experience from previous projects provides the best basis for making both general and specific warranty provisions. Factors that may affect the size of the provision include the group's quality measures and project implementation model.

Restructuring

A provision for restructuring is recognized once the group has approved a detailed and formal restructuring plan and the restructuring has either commenced or been communicated to the affected parties.

Onerous contracts

A provision for onerous contracts is recognized when the group's expected revenue from a contract is lower than the unavoidable cost of meeting its contractual obligations. The estimated provision is the present value of the lower of the expected cost of terminating the contract and the expected net cost of fulfilling the contract. Before a provision is made, all impairment losses on assets associated with the contract are recognized.

Revenue recognition

Revenues from sale of services

Most of the group's revenue is associated with long-term maintenance contracts. Revenues are recognized in accordance with IFRS 15 Revenue from contracts with customers. The groups primarily customers are within onshore/ offshore oil service. The contracts are invoiced and recognized as income on basis of hours incurred multiplied by a defined hourly rate associated with the services provided, unit price contracts are recognized as income in accordance with measured progress and equipment rental is recognized as income in the period the equipment is hired out.

As a general rule, these contracts are agreed with a fixed price per unit (unit price contracts) or a fixed price per hour, and variations thereof. What constitutes a unit varies from contract to contract, but as an example it may be a square metre of surface treatment.

At the end of each billing period, the group reports to the customer the number of hours and/or number of units completed in the period. The former is based on the recorded and approved number of hours, while the latter is based on physical progress. The customer reviews the supporting documentation and issues a payment certificate to the group. On the basis of the payment certificate, the group recognizes the revenue for the period as income and bills the customer. By having the customer review the documentation of work completed and issue a payment certificate, the revenue has the prior approval of the customer.

On smaller projects, the work carried out in the period is billed and recognized as income based on work completed or, as a general rule, based on approved timesheets, but without the customer issuing a payment certificate in advance. Some smaller projects are also billed and recognized as income upon completion of the project. These types of projects will rarely stretch over multiple reporting periods.

is recognized in profit or loss as incurred.

Revenues from sale of goods

Revenue from the sale of goods is recognized when persuasive evidence exists that control of the goods have been transferred to the buyer. For sales of the group's products, transfer normally occurs once the product is received at the customer's warehouse or installation. In some contracts, the delivery of materials is incorporated in the fixed hourly price or the fixed unit price. In other cases, the delivery of materials is billed separately. The delivery of materials is recognized as income when the materials have been put into use on a project or transferred to the customer in some other way.

Revenues from hiring of equipment

Normally revenue from hiring of equipment is considered as revenue from sale of service as the letting of scaffolding is part of the same performance obligation. The group also have some letting of scaffolding without connection to revenue from sale of service. Such letting of scaffolding and other equipment is invoiced and recognized as income in the period it has

If the outcome of a contract cannot be measured reliably, the contract revenues are recognized only to the extent that the incurred contract expenses are expected to be met by the customer. An expected loss on a contract year.

been let.

Accrued, not invoiced contract revenues

Accrued, not invoiced contract revenues represent the value of completed contract work less payment from the customer. The value of completed contract work is measured at cost plus accrued net profit to date. Payment from customers is offset in the statement of financial position against contract work in progress. Received customer advances in excess of value of work performed are classified as current

liabilities.

Government grants

The group receives various types of government grants in relation to its research and development activities. These may be funding through the SkatteFUNN scheme or other grants. Such grants, whereby the group is compensated for expenses incurred, are systematically recognized in profit or loss over the period that the expenses are recognized. Grants that compensate the group for the cost of an asset are recognized in profit or loss over the useful

life of the asset.

The group also applies for other government support schemes where the group is qualified. Such grants are recognized as other revenue

in the period received

Finance income and finance costs

Finance income comprises interest income on funds invested during the year. Finance costs comprise interest costs incurred during the

Foreign currency gains and losses are reported on a net basis.

Income tax and deferred tax

Income tax expenses comprise current and deferred tax. Tax is recognized in profit or loss, except when it relates to items taken to other income and expenses or directly to equity or are linked to business combinations. If this is the case, the tax is also taken to other income and expenses or directly to equity.

Tax payable for the period is calculated in accordance with tax laws and rules that have been enacted, or substantially enacted, by the tax authorities at the end of the reporting period. Taxable income is calculated on the basis of the legislation in the countries in which the group's subsidiaries operate and generate taxable income.

Using the liability method, deferred tax is calculated on all temporary differences between the tax value and consolidated accounting value of assets and liabilities. The following temporary

differences are not taken into account:

• Goodwill that is not tax deductible
• Initial recognition of assets or liabilities that affects neither accounting nor taxable profit or loss
• Differences relating to investments in subsidiaries that are not likely to reverse in the near future

Deferred tax is calculated using tax rates and tax legislation that have been enacted, or substantially enacted, at the end of the reporting period.

Deferred tax assets are recognized to the extent that it is probable that future taxable income will be generated against which the deductible temporary differences can be realised.

Deferred tax assets and deferred tax liabilities are offset if there is a legally enforceable right to offset them.

Statement of cash flows

The group's consolidated statement of cash flows shows the group's total cash flows spread over operating, investing and financing activities. The statement shows the effect of each activity on the group's liquid assets.

The cash flow statement is prepared using the indirect method. Cash and cash equivalents include cash, bank deposits and other shortterm highly liquid investments with insignificant risk convertible into known amounts of cash with maturities less than three months from acquisition date.

Cash flows from operating activities is based on result before tax, and adjusted for change in working capital and depreciation. Thus, interest paid are presented as part of the operating cashflow.

Earnings per share

Basic earnings per share and diluted earnings per share are presented for ordinary shares. Basic earnings per share are calculated by dividing the profit or loss for the period attributable to ordinary shareholders of the group by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted earnings per share are determined by adjusting the profit or loss and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for dilutive potential.

Determination of fair values

The group's accounting principles and note information require the determination of fair value for both financial and non-financial assets

and liabilities. Fair values are determined for measurement and/or disclosure purposes based on the methods described below. If relevant, further information about the assumptions made is disclosed in the notes relating to the respective assets and liabilities.

Tangible non-current assets

The fair value of property, plant and equipment is recognized at fair value if part of a business combination. The fair value of plant, equipment, fixtures and fittings is based on the market approach and cost approaches using quoted market prices for similar items when available and replacement cost when appropriate.

Intangible assets

The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method. The value is established residually by deducting a fair return on all other assets that together with customer relationships generate the cash flows used in the calculation.

The fair value of other intangible assets is based on the discounted expected cash flows derived from the use and subsequent sale of the assets.

Inventories

The fair value of inventories acquired in a business combination is the estimated selling price in the ordinary course of business less the cost of completion and sale, to include a profit margin based on the effort required to complete and sell the inventories.

Trade receivables and other receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the end of the reporting period (the reporting date).

Accounts payable and other liabilities

Trade payables are obligations to pay for goods and services from suppliers to the ordinary operations and are measured at fair value (historical cost)

Loans are recognized initially at fair value when the loan is paid, net of transaction costs. In subsequent periods, loans are measured at amortized cost using effective interest rate.

Other liabilities are measured at fair value.

Estimates and judgements

Preparing the financial accounts in accordance with IFRS requires the management to make assessments, estimates and assumptions that affect the application of the accounting principles. The carrying amounts of assets and liabilities, as well as revenues and costs, are affected by these assessments. Actual results may deviate from estimated amounts. Estimates and their associated assumptions are based on historical data and other factors that are deemed to be relevant and representative. These calculations form the basis for assessing the amounts recognized in respect of assets and liabilities that cannot be determined on the basis of other sources.

Estimates and underlying assumptions are reviewed continually. Changes to accounting estimates are recognized in the period in which they occur if they only apply to that period.

If the changes also pertain to future periods, the effect is distributed over the current and future periods.

Estimates and judgements are reviewed on an ongoing basis and are based on historical information and other factors, including assumptions and future events that are deemed likely under the current circumstances.

Estimates/assumptions

The group produces estimates and makes judgements/assumptions about the future. The resulting accounting estimates will rarely correspond fully to the final outcome. Estimates and assumptions that entail a risk of substantial changes in the carrying amounts of assets and liabilities during the next accounting year are:

i) Revenue recognition - As described in the section revenue recognition, often a measurement of physical progress in the service delivery is applied, which in some cases lead to use of estimates.

The most significant source of uncertainty in respect of revenues from contracts with customers relates to the estimation of supplementary work, additional requirements and bonus payments that are recognized as income to the extent that the group finds it highly probable that a significant reverse of revenue will not occur. For many projects, there may be substantial changes to the agreed scope of work that may lead to a number of variations in contract work. It is normal for contracts to contain provisions for how such changes should be handled. At any given time there will be unapproved variations in contract work and requirements included in the contract revenues. Although the management has extensive experience in assessing the outcome of such negotiations, there will always be an element of uncertainty.

The cost of completion depends on both productivity factors and salary levels. Factors that may substantially affect cost estimates, requirements and variations in contract work include weather conditions, access to work sites, the price of raw materials and other circumstances that may have an effect on time use.

Revenue recognition of contracts with mobilisation and demobilisation costs requires assumptions to be made about the duration of the contract, including potential extension options, in order to allocate expenses and revenues from the mobilisation/demobilisation period over the delivery period. Changes in the delivery period may result in adjustments being made to the accrued amount.

ii) Goodwill – In accordance with the accounting principles, the group performs tests annually, or more frequently if necessary, to determine whether Goodwill recognized in the statement of financial position should be written down. The estimated recoverable amount is calculated on the basis of the present value of budgeted cash flows for the cash-generating unit. The calculations require the use of estimates and that they are consistent with the market valuation of the group. Specific information about Goodwill and the testing of carrying amounts is provided in Note 12 Intangible assets.

New and amended standards adopted by the group

The group has applied the following amendments for the first time for their annual reporting period commencing 1 January 2022:

• Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
• Onerous Contracts Cost of Fulfilling a Contract – Amendments to IAS 37
• Annual Improvements to IFRS Standards 2018-2020, and
• Reference to the Conceptual Framework Amendments to IFRS 3.

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

Note 4 Financial risk management

As a global supplier of oil services, the group is exposed to market risks, exchange rate risk and interest rate risk, credit risk, inflation risk and liquidity risk.

The group has established procedures and guidelines for setting appropriate risk levels for its main risks and for monitoring its risk exposure. The group's objectives for capital management are to sustain the group's position as a going concern in order to generate a return for shareholders, to be of benefit to other interested parties, and to maintain an optimal capital structure in order to reduce the cost of capital.

Risk management for the group is undertaken centrally in accordance with guidelines approved by the board of directors. The group identifies, measures, manages and reports financial risks in collaboration with the various operating units.

Managing the capital structure involves actively monitoring and adjusting the composition in accordance with changes in financial and economic circumstances and in the risk linked to underlying assets. In order to maintain the desired capital structure, the group may refinance debts, buy or issue new shares or debt instruments, or it may sell assets.

The group continuously monitors counterparties in order to reduce risk relating to financing, investing excess liquidity, bank balances from operations and derivatives. The group's guidelines impose limitations on exposure to individual counterparties and contain procedures for identifying risk factors when they occur.

The board produces principles for the risk management policy and issues guidelines for specific areas such as exchange rate risk, interest rate risk, credit risk, the use of financial derivatives and other financial instruments and for investing excess liquidity.

Exchange rate risk

The group predominantly operates in Norway, but some of its activities are international and thus exposed to exchange rate risks in several currencies. Exchange rate risks emerge from current and future assignments and from recognized assets. The group is exposed to exchange rate fluctuations because a limited portion of the group's revenue and cost is in other currencies. According to group policy, customer- and supplier contracts with exchange rate risk exceeding defined limits shall be hedged.

The parent company uses NOK as its functional currency. An assessment is made annually as to what is the actual functional currency of each entity in the group.

The group has relatively insignificant investments in overseas subsidiaries where net assets are exposed to exchange rate risks upon translation.

Sensitivity analyzes related to exchange rate fluctuations is described in note 13. Normally these sensitivities are calculated at +/- 10 % change, but due to increased volatility in exchange rates, the effects have now been calculated at +/- 30%.

Market risk

The Beerenberg group operates in the oil and gas market, which due to price fluctuations can be volatile. Beerenberg is affected by the oil companies' actions and the prevailing oil and gas prices. To mitigate this, Beerenberg has diversified into various segments of the market, e.g. new-build and maintenance and modification projects. Beerenberg is also expanding internationally, with the proprietary Benarx® product range and it is looking into related market segments, such as infrastructure for both products and services.

There is reason to believe that investment growth on the Norwegian Continental Shelf will abate in the long term, which in turn will impact investment. In order to expand its operations and customer base, the group has therefore been working to grow its international presence.

Technology risk

The market in which Beerenberg operates will continue to seek improved solutions and products for the future. To maintain its competitive edge, the group has adopted a strategy of continued investment in engineering services, digitalization, and R&D along with an ambition to protect its assets through patents and other proprietary rights.

Cyber Risk

The risks posed by cyber criminals continue to be a threat to both the business and operations. This risk is managed by the IT-Department who closely monitors new Cyber threats that continues to emerge and take actions to protect Beerenberg against these threats.

Phishing emails are the most typical cyber-attacks. However, as more devices are being connected to internet there is increasing risk linked to these devices and the systems they are connected to. Measures is taken to secure email, improve capabilities to identify ongoing malicious activities, and increase employee awareness of cyber threats.

Cash flows and fair value interest rate risk

Variable rate loans pose an interest rate risk to the group's cash flows. The group is exposed to interest rate risks relating to debts, including financial leasing. Interest bearing debt as at 31.12.22 is a Bond issue and financial leasing, refer to note 25.

The weighted average effective rate of interest in relation to debt, was 10,4% in 2022 (2021: 9,9%).

Interest rate risks are continually reviewed by looking at potential refinancing, renewal of

existing contracts, alternative financing and hedging. The groups calculation of interest on contracts is entirely linked to liabilities.

If effective interest rates had been 1% (percentage point) higher/lower on loans in NOK in 2022 and all other variables were constant, this would have resulted in a reduction/increase in profit/loss after tax of NOK 5,3 million in 2022 (2021: 5,5 million) Equity would have been similarly affected.

This is due to higher/lower interest costs on variable rate loans.

The group's interest-bearing assets comprise as of 31.12 of bank deposits of NOK 113.3 million. Changes in market interest rates would affect operating cash flows related to these interest-bearing assets, but to a relatively modest degree.

Financial derivative instruments

The group holds a limited number of financial derivative instruments to hedge its foreign currency and interest rate risk exposures. The management strategy is, at present, to use hedging instruments in order to mitigate the effect of changes in variable interest rates. The long-term financing of the group is based on variable interest rates (3 mnth Nibor) which is subject to fluctuations. The strategy is to minimize this risk by entering into interest swaps agreements to swap variable interest rates to fixed rates at a proportion of around 70 % of total outstanding loans.

Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.

The group follows IFRS 9 criteria's for classifying a derivative instrument as a hedging instrument. These are as follows:

• a. the hedging relationship consists only of eligible hedging instruments and eligible hedged items.
• b. at the inception of the hedging relationship there is formal designation and documentation of the hedging relationship and the entity's risk management objective and strategy for undertaking the hedge.
• c. the hedging relationship meets all of the following hedge effectiveness requirements:
• i. there is an economic relationship between the hedged item and the hedging instrument
• ii. the effect of credit risk does not dominate the value changes that result from that economic relationship and
• iii. the hedge ratio of the hedging relationship

is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.

Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and losses on the effective part of the contract are recognized in comprehensive income and as hedging reserve in the statement of equity, while those on the ineffective part are recognized in the income statement under finance. Derivative financial instruments with positive fair value are classified as current assets if the remaining maturity of the hedged item is less than a year into the future, and as fixed assets when the remaining maturity of the hedged item is more than a year ahead. Financial derivatives with negative fair value are classified as a current liability if the remaining maturity of the hedged item is less than a year into the future, and as a long-term liability when the remaining maturity is more than a year ahead. Refer to note 24 for a specification of the group's current derivative instruments

Credit risk

Credit risks are assessed at group level. The group's financial assets that are exposed to credit risks are predominantly trade receivables related to work performed not yet invoiced. These receivables mostly concern multinational oil companies and independent oil and gas companies, including companies that are wholly or partially owned by foreign governments.

The group handles its exposure to credit risk by carrying out continual credit checks of customers and make provisions for losses on doubtful accounts.

Routines are incorporated to ensure that sales are only made to customers with satisfactory credit worthiness. If an independent credit rating of a customer is available, it will be used when determining a credit limit. If no independent assessment of the customer's credit worthiness is available, an assessment is carried out on the basis of the customer's financial position, history and other factors as appropriate. Individual limits for risk exposure are set on the basis of internal and external assessments of credit worthiness and of guidelines provided by the board of directors. The major customers are predominantly large international oil companies or government-owned oil companies. Such companies generally have very good credit ratings.

The group have not provided any warranties that pose a significant risk.

The group continuously seeks new opportunities for example in new build projects and increased presence in projects abroad. To enter new market segments, could imply changes to credit risk. This is a factor that the group has high focus on evaluating when considering such opportunities.

Liquidity risk

The group is exposed to liquidity risks relating to the repayment of debts and payments to suppliers. Cash flow forecasts are created for each operating unit within the group and aggregated at group level. Rolling forecasts for the group's liquidity requirements are monitored centrally to ensure that the group has sufficient cash equivalents to meet operating-related liabilities at all times. Such forecasts take into account the group's planned loans, compliance with borrowing terms and compliance with internal targets for reporting figures.

On the reporting date, the group had bank deposits of NOK 113.3 million plus an unused overdraft of NOK 121 million, designed to meet the liquidity risk.

Note 13 shows the group's interest-bearing financial liabilities classed according to maturity structure. Classification is carried out according to the due date stated in the contract. The amounts in the table are undiscounted contractual cash flows.

Interest-bearing long-term debt consists of a Bond with the principal amount of NOK 650 million. This Bond matures in November 2023.

Risk relating to capital management

The group's objectives for capital management are to sustain the group's position as a going concern in order to generate a return for its owners and to maintain an optimal capital structure in order to reduce the cost of capital. In order to improve its capital structure, the group can adjust the level of dividends paid to shareholders, issue new shares, or sell assets to repay loans. The gearing in the group for 31.12.22 and for 31.12.21 is shown in table below.

	2022	2021
Total interest bearing debt	706 063	744 034
Less cash and cash equivalents	-113 289	-193 345
Net interest bearing debt	592 774	550 689
Total Equity	568 792	546 428
Total Capital (adjusted)	1 161 566	1 097 117
Debt Ratio	51%	50%
Gearing	1.0	1.0

Note 5 Segment

Operating segments are reported consistent with internal reporting provided to Chief Operating decision maker. Chief Operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, is defined as the Board of Directors. As at 31.12 there are two reporting segments in the group, "Services" and "Benarx". Services includes business related to the traditional ISS activity of the company which is mainly related to major framework contracts. Benarx includes business involving production of insulation materials and related subsea insulation business.

2022	2021	2022	2021	2022	2021	2022	2021
2 058 369	1 898 140	163 510	237 879			2 221 878	2 136 019
5 376	4 822	55 766	70 328	-61 142	-75 151	0	0
2 063 745	1 902 962	219 276	308 208	-61 142	-75 151	2 221 878	2 136 019
1 752 299	1 591 004	155 423	234 340	-55 766	-70 328	1 851 956	1 755 016
311 445	311 958	63 853	73 868	-5 376	-4 822	369 922	381 003
152 401	136 422	42 891	32 953	-5 376	-4 822	189 916	164 552
159 044	175 537	20 962	40 915	0	0	180 006	216 451
44 936	39 858	11 744	9 232			56 680	49 090
114 108	135 679	9 218	31 683	0	0	123 326	167 362
24 416	14 155	808	149			25 225	14 303
89 692	121 524	8 410	31 534	0	0	98 103	153 058
		Services		Benarx		Eliminations	Consolidated

* Operating result before depreciation, amortisation and impairment losses ** Operating result before amortisation and impairment losses of intangible assets

*** Operating result

Assets	Services			Benarx		Not Allocated	Eliminations			Consolidated
(Amounts in NOK 1 000)	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021
Intangible assets	51 425	15 452	654	3 793					52 079	19 246
Goodwill	582 762		582 762 200 000 200 000							782 762 782 762
Property, plants and equipment	185 797		177 887 24 243 30 453							210 039 208 340
Financial fixed assets	14 276	20 221							14 276	20 221
Deferred tax assets					19	3010			19	3 010
Total Noncurrent assets	834 260		796 322 224 897 234 247		19	3 010	0		0 1 059 176 1 033 579
Inventory	52 607		45 067 41 282 32 723						93 889	77 790
Accounts receivable from customers	242 932		284 949 36 391 61 039						-17 643 -39 600 261 680 306 387
Other receivables	38 852	21 061	3 086	2 639					41 939	23 701
Earned, not invoiced contract revenues	209 228	184 271		6 626 10 950						215 855 195 220
Cash at bank, cash in hand and similar						113 289 193 345				113 289 193 345
Total current assets	543 620								535 348 87 385 107 351 113 289 193 345 -17 643 -39 600 726 651 796 443
Total Assets		1 377 879 1 331 670 312 282 341 597 113 308 196 355 -17 643 -39 600 1 785 827 1 830 022

Geographic

Revenue is also measured according to whether it is earned in Norway/on the Norwegian Continental Shelf (Domestic) or abroad (International).

	Domestic		International		Consolidated
	2022	2021	2022	2021	2022	2021
Total Operating revenue	2 135 564	1 984 157	86 314	151 862	2 221 878	2 136 019

Reconciliation of EBITDA to profit/loss before tax:

	2022	2021
EBITDA	180 006	216 451
Depreciation, amortisation and impairment losses	81 904	63 382
Net finance costs	78 705	82 215
Result before tax	19 398	70 854

Revenue from customers who make up more than 10% of total revenue

Revenue from 2 customers make up more than 10 % of total revenue in 2022 or 2021.

Revenues from customer 1 amounted to 1.420.840 which was 64 % of total revenue (2021: 1.089.615, 51% of total revenue).

Revenues from customer 2 amounted to 155.034 which was 7% of total revenue (2021: 313.468, 15 % of total revenue).

Beerenberg's main contracts with customers are servicing and maintenance contracts. Main deliveries in these contracts involves enhancing assets that the customer controls while the asset is enhanced. This means that Beerenberg's customer contracts involving sales of services are recognized over time when services are delivered. Revenue from Beerenberg's contracts with customers involving sale of goods are recognized at a point in time which the company transfers control of the goods to the customer.

The company's revenue also arises from hiring out different types of equipment, mainly scaffolding. Contracts involving letting of equipment are normally integrated in contracts for perforing services. Revenues from letting of equipment are recognized over time as the customer has control of the equipment which is hired.

Other revenue in 2021 is mainly related to gains from sale of assets and government business compensation scheme related to Covid-19 in Poland and in Norway. In 2022 other revenue comprises of gains from sales of assets as well as some revenue related to grants from the norwegian research council.

(Amounts in NOK 1 000)	2 022	2 021
Revenues from contracts with customers
Revenues from sale of services	1 733 373	1 733 713
Revenues from sale of goods	295 248	242 022
Revenues from hiring of equipment	192 921	152 566
Total revenue from contracts with customers	2 221 541	2 128 301
Other revenue
Gains from sale of assets	141	2 935
Government business compensation scheme	0	4 783
Other revenue	196	0
Total other revenue	337	7 718
Total revenue	2 221 878	2 136 019

-

ccounts receivables
ade receivables at face value

Accounts receivables	2 022	2 021
Trade receivables at face value	264 918	309 840
Provision for losses on claims	(3 238)	(3 452)
Total trade receivables	261 679	306 388
Total accounts receivables
Accounts receivables from customers	264 918	309 840
Earned, not invoiced accounts receivables	215 854	195 220
Total accounts receivables	480 772	505 060

Earned, not invoiced accounts receivables relates to consideration for work performed, but not yet invoiced at the reporting date. This mainly pertains to work performed in December 2022, invoiced in January 2023. Earned, not invoiced accounts receivables is transferred to accounts receivables when the company has issued invoice to the customer.

Note 7 Other operating costs

Beerenberg's other operating costs totals 346 881. (322 904 for 2021) 70-80 % of these costs are project costs. Other costs are costs relating to consulancy fees, premises and associated costs, IT, insurance premiums, contingents, marketing and patent costs.

(Amounts in NOK 1 000)	2 022	2 021
Travel expenses	124 410	114 025
Rental of equipment	62 296	40 668
Other project costs	86 874	96 105
Consultancy fees	24 896	20 283
Facilities	17 284	19 990
IT	17 812	21 050
Other	13 310	10 783
Total other operating costs	346 881	322 904

Auditor's fee	2 022	2 021
Statutory audit	1 449	1 365
Other assurance services	72	52
Tax advisory fee (incl. technical assistance with tax return)	161	226
Other assistance	347	34
Total	2 029	1 678

The sums stated are exclusive of VAT.

(Amounts in NOK 1 000)	2 022	2 021
Salaries incl. holiday pay	866 882	753 676
National Insurance contributions	129 472	112 556
Pensions	32 798	27 280
Contract personnel	453 629	518 866
Other employee benefits	15 486	18 427
Total Personnel costs*	1 498 268	1 430 805

Number of Full-time equivalent at the end of the year (FTE)* 1 913 2 221

* Both salaries and FTEs includes hired in personell.

Note 9 Finance income and finance costs

(Amounts in NOK 1 000)	2 022	2 021
Gains from purchase and sales of own bonds	0	1 571
Interest income from bank and other sources	1 568	582
Net foreign exchange gains, realised	-97	0
Net foreign exchange gains, unrealised	5 217	0
Finance income	6 688	2 153
Interest cost bank	1 922	837
Interest cost bond	73 508	68 020
Interest cost interest swap	-3 111	1 422
Amortization of refinancing fee	9 134	9 113
Interest cost leasing	2 628	2 857
Interests from vendors and other interest costs	1 313	1 492
Net foreign exchange losses, realised	0	1 130
Net foreign exchange losses, unrealised	0	-503
Finance costs	85 393	84 368
Net finance costs recognised in income statement	-78 705	-82 215

(Amounts in NOK 1 000)	2022	2021
Tax payable has been calculated as follows
Ordinary result before tax	19 398	70 854
Profit/loss in foreign subsidiaries, not included in basis for tax payable	-6 460	-9 802
Permanent differences	1 849	-225
Change in differences included in the basis for deferred tax assets/liabilitites	27 778	23 354
Basis for tax payable	42 565	84 181
Tax payable on the result for the year	9 364	18 520
Tax cost is calculated as follows:
Tax payable on the result of the year	9 364	18 520
Corrections to previous years	-11 239	970
Gross changes deferred tax	1 856	-5 069
Total tax cost for the year	-19	14 421
Tax payable on the balance sheet has been calculated as follows
Tax payable on the result of the year	9 364	18 520
Total tax payable	9 364	18 520

2022	2021
19 398	70 854
-6 460	-9 802
1 849	-225
27 778	23 354
42 565	84 181
9 364	18 520
9 364	18 520
-11 239	970
1 856	-5 069
-19	14 421
9 364	18 520
9 364	18 520

(Amounts in NOK 1 000) 2022 2021 Specification of deferred tax/deferred tax concessions changes over profit and loss Additions through business combinations 9 713 2 676 Fixed assets 6 528 7 566 Current assets 895 2 837 Liabilities -13 673 -11 179 Precluded interest deduction to be carried forward -4 860 -4 860 Other deferred tax -1 230 -1 524 Net temporary differences -2 627 -4 484 Tax losses carried forward 0 0 Deferred tax before OCI -2 627 -4 484 Specification of deferred tax/deferred tax over OCI 2022 2021 Derivatives 2 609 1 473 Deferred tax OCI 2 609 1 473 Deferred tax assets (-) obligations (+) -19 -3 010 Explanation as to why the tax for the year does not amount to 22 % of the result before tax 22% of the result before tax 4 268 15 588 Permanent differences (22%) 407 -50 Adjustments/corrections -3 272 970

Profit/loss in foreign subsidiaries, not included in basis for tax payable -1 421 -2 088 Calculated tax -19 14 421

(Amounts in NOK 1 000)	Vehicles	Production equipment	Telecoms & IT	Buildings, barracks and halls	Right of use assets	Total 31.12.2022
Acquisition cost 01.01	37 286	524 610	19 207	58 217	84 262	723 583
Acquisitions of non-current assets	1 007	29 106	861	1 205	6 240	38 418
Acquisitionsthrough business combinations	0	19 229	9	74	0	19 312
Disposals	0	-523	0	0	0	-523
Exchange rate effects	0	800	0	38	334	1 172
Acquisition cost 31.12	38 293	573 223	20 077	59 533	90 836	781 962
Accumulated depreciation 01.01	29 738	368 501	16 406	52 654	47 944	466 164
Depreciation for the year	3 294	34 166	1 158	2 545	14 482	55 645
Write-downs for the year	16	1 018	0	0	0	1 034
Disposals – accumulated depreciation						-
Accumulated depreciation 31.12	33 049	403 685	17 564	55 199	62 426	571 923
Capitalized value 31.12	5 245	169 538	2 513	4 334	28 410	210 040
Economic useful life		5-7 years 5-10-15 years	3 years	10 years	2 - 10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line	Straight-line	Straight-line

The category Production equipment contains some assets that are leased.

The book value of leased material as of 31.12.2022 is 1 875 and relates to a truck in the subsidiary Beerenberg Industri AS. For reference the book value of leased material as of 31.12.2021 was 10 785. Following implementation of IFRS 16 from January 1st 2019 long term rental agreements of property is booked as Right of use assets. The book value of such right of use assets is as of 31.12.2022, 28 410 (2021: 36 317) and represents the value of rental agreements for office buildings, factories or similar premises. The value of right of use is calculated by the sum off all future rent obligations discounted to the implementation date by applying a discount rate of 5 %. The right of use assets are depreciated by straight line over the period for the rent. Refer to note 9 for interest cost of leasing, and note 13 for maturity overview of leasing. In addition to leasing agreements that are booked as right of use asset, the group also rents equipment, and some times also premises, on short term contracts or of low value. Cost related to such rental agreements are booked as other operating costs, refer to note 7.

		1 - 1 r
1	1

Property, plant and equipment

(Amounts in NOK 1 000)	Vehicles	Production equipment	Telecoms & IT	Buildings, barracks and halls	Right of use assets	Total 31.12.2021
Acquisition cost 01.01	33 253	489 744	16 476	57 916	82 338	679 728
Acquisitions of non-current assets	4 033	35 497	2 743	347	2 056	44 677
Disposals	0	-251		0		-251
Exchange rate effects		-380	-12	-47	-132	-571
Acquisition cost 31.12	37 286	524 610	19 207	58 217	84 262	723 583
Accumulated depreciation 01.01	26 116	339 920	16 140	48 999	34 989	466 164
Depreciation for the year	3 617	27 639	265	3 655	12 955	48 132
Write-downs for the year	5	941				947
Disposals – accumulated depreciation						-
Accumulated depreciation 31.12	29 738	368 501	16 406	52 654	47 944	515 243
Capitalized value 31.12	7 548	156 110	2 802	5 563	36 318	208 340
Economic useful life		5-7 years 5-10-15 years	3 years	10 years	2 - 10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line	Straight-line	Straight-line

(Amounts in NOK 1 000)	Patents and development projects	Software	Customer relationships	Goodwill	Total 31.12.2022
Acquisition cost 01.01	94 016	30 780	267 324	887 872	1 279 991
Acquisitions in-house R&D	5 038				5 038
Acquisitions through business combinations	53 013				53 013
Exchange rate effects		6			6
Acquisition cost 31.12	152 067	30 786	267 324	887 872	1 338 049
Accumulated amortisation 01.01	83 943	30 249	209 975	-	324 167
Accumulated write-downs 01.01	3 520	-	45 187	105 110	153 817
Amortisation for the year	14 415	385	10 425		25 225
Accumulated amortisation 31.12	98 358	30 634	220 399	-	349 391
Accumulated write-downs 31.12	3 520	-	45 187	105 110	153 817
Capitalized value 31.12	50 189	152	1 737	782 762	834 841
Economic useful life	5 years	5 years	10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line

At the start of 2022 the Beerenberg AS Group had recorded Goodwill to the amount of 782 762. This goodwill is primarily allocated to the employees, corporate culture, know-how and synergies that can be realised in connection with the acquisition of subsidiaries. Stable operative management is achieved through the active ownership of key personnel in acquired companies. In 2013 Beerenberg Holding AS was aquired by Beerenberg AS, generating a Goodwill of 883 860. Following a non renewal of a large contract and subsequent impairment testing, this Goodwill was written down by the amount of 105 110 in 2016. In 2017 Beerenberg Industri AS was acquired by Beerenberg Services AS generating a Goodwill of 7 489. The Goodwill generated from the purchase of Beerenberg Industri was in 2018 adjusted downwards by the amount of 3 477 following an update of the Purchase Price Allocation analyzis. There were no changes to Goodwill in 2022, leaving the Goodwill as at 31.12.2022 to 782 762.

In 2022 the Group acquired the company Remotion generating excess value of MNOK 53 013 related to the technology behind the Robotic development project in the company. Refer to note 27 for further information about the acquistion of Remotion.

Intangible assets are measured on the basis that the asset will give future economic benefits, that the acquisition cost is identifiable, and that it has a lasting useful life. A test for impairment has been performed in accordance with IAS 36. According to IAS 36 the company shall estimate recoverable amount, and compare this to book values including Goodwill. The group reports two operating segments which operates as separate cashgenerating units, the "Benarx" segment and the "Services" segment. The "Benarx" segment consists of business related to the production of insulation materials and subsea related insulation business, and the "Services" segment consists of the traditional ISS activity of the company mainly related to larger framework contracts. Goodwill is allocated with 200 000 to the Benarx segment, and 582 762 to the Services segment. Goodwill was therefore tested for impairment by comparing capital employed in the two segments against the present value of expected cash flows of the segments.

Budget and forecasts approved by the Board of Directors for the next 3 years was the basis for the test of impairment. During this period, the EBIT margin is estimated to 7-10 %. Key assumptions for estimated future cash flows are:

• Oil-price levels around average for the last two to three years, with a corresponding activity level on the Norwegian Continental Shelf. Especially, this is important related to maintenance and modification in the Services segment.
• The group maintaining a reasonable market share in the insulation material business, through amongst other deliveries to new build projects, initiated on Norwegian Continental Shelf.

Furthermore, a required rate of return of 9.8 % is applied. The required rate of return is built up using the WACC method (weighted average cost of capital). The result of the impairmenttest was higher value of present value of expected cash flows than net capital employed in both segments.

Sensitivity analyses have been performed, and the table below set out changes in assumptions that results in an impairment situation:

The group believes that no reasonable changes in the assumptions that have been used for testing impairment, could result in a lower value of future cash flows than the net capital employed. Furthermore, the group has a good order portfolio that will help the group develop vertically and horizontally throughout the value chain. By exploiting existing synergies, the group will be able to make use of the market opportunities they offer through improved access to expert personnel. On that basis, and on the basis of estimated future revenues and described sensitivities, the group can justify that Goodwill will have a value in excess of the book value in both segments.

* The group has applied a nominal WACC after tax of 9,8%. The figure shows that if WACC was set to 18,4% for Benarx and 18,5% for Services it will result in an impairment situation. ** Margins as before change of assumption.

(Amounts in NOK 1 000)	Patents and development projects	Software	Customer relationships	Goodwill	Total 31.12.2021
Acquisition cost 01.01	91 967	30 337	267 324	887 872	1 277 499
Acquisitions in-house R&D	2 049	449			2 497
Acquisitions of non-current assets					-
Exchange rate effects		-5			-5
Acquisition cost 31.12	94 016	30 780	267 324	887 872	1 279 991
Accumulated amortisation 01.01	80 972	29 916	198 975	-	309 863
Accumulated write-downs 01.01	3 520	-	45 187	105 110	153 817
Amortisation for the year	2 971	333	11 000		14 303
Accumulated amortisation 31.12	83 943	30 249	209 975	-	324 167
Accumulated write-downs 31.12	3 520	-	45 187	105 110	153 817
Capitalized value 31.12	6 553	531	12 162	782 762	802 008
Economic useful life	5 years	5 years	10 years
Depreciation schedule	Straight-line	Straight-line	Straight-line

Note 13 Financial instruments

Exposure to credit risk

Maximum exposure to credit risks on the reporting date was:

Capitalized value

Segment Change in assumption	BENARX	SERVICES
Required rate of return*	+8,6%	+8,7%
Revenue **	-41%	-44%
Operating Result	-47%	-53%

(Amounts in NOK 1 000)	2022	2 021
Trade receivables	261 679	306 387
Other receivables	41 939	23 701
Earned, not invoiced	215 854	195 220
Cash and cash equivalents	113 289	193 345
Total	632 761	718 653

Change in provision account for impairment of trade receivables:

(Amounts in NOK 1 000)	2022	2 021
Opening balance	3 452	4 510
Loss on trade receivables	-192	-185
Change in provision for bad debt	-22	-873
Closing balance	3 238	3 452

The group utilizes a model for considering potential loss of accounts receivables where a proportion of total outstanding amounts is treated as uncertain even if no objective evidence of uncertainty exists. This proportion increases with days the receivables are overdue. On top of the mathematical approach for considering provision for potential loss, items in the accounts receivables where objective evidence of increased risk of potential loss exists is also considered when setting the total provision for bad debt.

Impairment losses The age distribution of trade receivables as at 31.12 was as follows:

	2022		2021
(Amounts in NOK 1 000)	Gross Trade receivables	Allowance for bad debt	Gross Trade receivables	Allowance for bad debt
Not overdue	170 351	1 697	237 546	2 366
0–30 days overdue	13 186	659	61 222	326
31–90 days overdue	10 517	526	6 504	325
More than 90 days overdue	70 863	356	4 567	434
Total	264 918	3 238	309 840	3 452

Liquidity risk

Contractual payments due in relation to financial commitments, including rent payments, are:

As at 31.12.22	Capitalized value	Contractua cash flows	6 months or earlier	6–12 months	1–2 years	2–5 years	More than 5 years
Interest bearing long term lease liabilities *	18 642	18 642	0	0	10 014	8 627
Interest-bearing long-term liabilities **	7 454	7 454	1 170	1 170	2 340	2 774
Interest bearing short-term liabilities **	679 968	759 784	93 033	666 751
Trade payables	133 876	133 876	133 876
Other current liabilities	242 688	242 688	242 688
Total		1 082 626 1 162 443	470 767	667 921	12 354	11 401	0

* Lease liabilities includes rental of premises of 31 901 according to IFRS 16. These liabilities are discounted by applying a rate of 5 %. Lease liabilities that matures next year are classified as short term liabilities.

** Interest-bearing debt consists of a bond with the principal amount 650 000. Capitalized value includes deduction for transaction costs that are expensed as interest during the course of the loan (8 379).

Interest rate on the loan is 3 month NIBOR plus margin of 8.0%. The bond has every 6-month amortization of 25 000 until maturity. The loan matures in full 13. November 2023, the Bond is therefore fully classified as a current liability.

It is not expected that the cash flows in the maturity analysis will occur at earlier dates, or with substantially different amounts.

As at 31.12.21	Capitalized value	Contractua cash flows	6 months or earlier	6–12 months	1–2 years	2–5 years	More than 5 years
Interest bearing long term lease liabilities *	29 586	29 586	0	0	13 624	13 793	2 168
Interest-bearing long-term liabilities **	635 586	789 675	30 766	28 689	53 658	676 563
Interest bearing short-term liabilities **	78 861	78 861	47 163	31 699
Trade payables	188 014	188 014	188 014
Other current liabilities	203 210	203 210	203 210
Total		1 135 257 1 289 346	469 153	60 387	67 282	690 356	2 168

* Lease liabilities includes rental of premises of 40 503 according to IFRS 16. These liabilities are discounted by applying a rate of 5 %. Lease liabilities that matures next year are classified as short term liabilities.

** Interest-bearing debt consists of a bond with the principal amount 700 000. Capitalized value includes deduction for transaction costs that are expensed as interest during the course of the loan (17 513).

Interest rate on the loan is 3 month NIBOR plus margin of 8.0%. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. The loan matures 13. November 2023.

It is not expected that the cash flows in the maturity analysis will occur at earlier dates, or with substantially different amounts. Next year installments of 50 000 are classified as interest bearing short - term liabilities.

Exchange rate risk

All amounts are in the currency stated in table

31.12.2022

(All amounts are in the currency stated in table)	THB	EUR	USD	PLN	SGD	KRW	GBP
Cash and cash equivalents	9 771	232	2 331	3 104		110 1 843 783	32
Trade receivables	-	95	1 064	292	62	2 390	21
Trade payables	-1 234	-149	464	-1 531	6	959	-3
Net exposure	8 537	178	3 859	1 865		179 1 847 132	49

31.12.2021

(All amounts are in the currency stated in table)	THB	EUR	USD	PLN	SGD	KRW	GBP
Cash and cash equivalents	21 693	367	1 656	1 658		113 2 723 250	448
Trade receivables	4 546	173	1 438	576	770	856 762	293
Trade payables	-2 973	-194	-81	-1 688	52	-8 526	1
Net exposure	23 266	346	3 013	545		934 3 571 486	743

Significant exchange rates during the year:

		Average exchange rate		Spot exchange rate
	2022	2021	2022	2021
THB	0,274	0,269	0,285	0,264
EUR	10,107	10,163	10,513	9,981
USD	9,631	8,598	9,867	8,811
PLN	2,157	2,226	2,242	2,170
SGD	6,977	6,396	7,353	6,512
KRW	0,007	0,008	0,008	0,007
GBP	11,846	11,825	11,871	11,866

A decrease in NOK against the following currencies at the end of the year would have increased/(reduced) equity and profit by the amounts given below. The analysis is based on changes in the exchange rate within a reasonably possible range. The possible range is defined by the management at the end of the accounting year. The analysis assumes that other variables, particularly interest rates, remain constant. The analysis was carried out on the same basis as in 2021.

		Effect for 2022	Effect for 2021
Currency	Change	Profit/loss	Profit/loss
THB	30 %	548	1 463
EUR	30 %	422	824
USD	30 %	8 697	6 062
PLN	30 %	941	284
SGD	30 %	292	1 398
KRW	30 %	3 215	6 274
GBP	30 %	137	2 055
		14 253	18 359

An increase in NOK against the above-mentioned currencies as at 31 December would have given the same figures, but with the opposite effect, once again assuming that other variables remain constant. Of the cash in foreign currency the majority of USD is placed in KEB Hana Bank in Korea and OCBC bank in Singapore, KRW is placed in KEB Hana Bank in Korea, PLN is placed in Danske Bank in Poland, SGD is placed in OCBC bank in Singapore and THB is placed in Kasikorn bank in Thailand.

Fair value and capitalized value

The fair value and capitalized value of financial assets and liabilities:

2021
Fair value
306 387
193 345
499 732
725 849
58 448
188 014
972 311

The methods used to measure the fair value of financial instruments are described in the note on the group's accounting principles.

Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented.

		Liabilities from financing activities
(Amounts in NOK 1 000)	Borrowings	Leases	Total
Net debt as at 31 December 2020	684 565	54 576	739 140
Cash flow changes
Proceeds from borrowings	50 000	0	50 000
Repayment of borrowings	-50 822	0	-50 822
Payment of lease obligations	0	-15 866	-15 866
Non cash changes	17 070	0	17 070
Leasing related adjustments	0	4 511	4 511
Net debt as at 31 December 2021	700 813	43 221	744 034
Cash flow changes
Proceeds from borrowings	0	0	0
Repayment of borrowings	-53 561	0	-53 561
Payment of lease obligations	0	-15 690	-15 690
Non cash changes	25 040	0	25 040
Leasing related adjustments	0	6 240	6 240
Net debt as at 31 December 2022	672 292	33 770	706 063

Exposure to credit risk

Maximum exposure to credit risks on the reporting date was:

Capitalized value

(Amounts in NOK 1 000)	2022	2 021
Raw materials	54 156	49 266
Work in progress	879	1 150
Finished goods	40 325	29 590
Provision for obselete inventory	-1 471	-2 216
Total Inventory	93 889	77 790
Note 15
Bank deposits and cash equivalents

Note 16

Share capital and shareholder information

(Amounts in NOK 1 000)	2022	2 021
Bank deposits	113 289	193 345
Total deposits	113 289	193 345

Overdraft limit

The group has a combined overdraft and guarantee limit of 150 000. Deductions on overdraft as at 31.12.2022 amounted to 0 for the group as a total. Utilization of the guarantee limit amounted to 28 708, refer to note 19 for details of guarantees.

Share capital and shareholder information:

The Company's share capital is 26 700 distributed on 267.000.000 shares, whereof 1.000.000 A-shares, and 266.000.000 B-shares. Nominal value per share is 0,0001. The A-shares have all rights. The B-shares have voting rights by 1 vote per 10 share and no rights to dividends. In the event of a liquidation of the company, the owner of B share shall be entitled to repayment of paid-in capital at the time when the share was subscribed (nominal and any share premium), but no excess amount. The B shareholders right at thispoint has a preferential right over the A shareholders right to liquidation dividends. Otherwise, the share classes are equal.

List of the major shareholders at 31.12.22:

Shareholder	A-Shares	%	B-Shares	%	Total Shares	%	Controlled by
Segulah IV L.P.	820 875	82.1%	223 247 653	83.9%	224 068 528	83.9%
AlpInvest Partners 2012 I B.V.	92 121	9.2%	24 931 110	9.4%	25 023 231	9.4%
AlpInvest Partners 2012 II B.V.	23 319	2.3%	6 310 883	2.4%	6 334 202	2.4%
GRAA AS	11 792	1.2%	-	0.0%	11 792	0.0%	Board Leader
Mowin AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Other	46 568	4.7%	10 243 004	3.9%	10 289 572	3.9%
Total	1 000 000	100.0%	266 000 000	100.0%	267 000 000	100.0%

Basic earnings per A-share is 0,019 for 2022 compared to 0,056 for 2021.

Basic earnings per share are based on the profit/loss attributable to A-shares and on the weighted average number of ordinary shares outstanding. Diluted earnings per share are identical as there is no dilutive effect.

Note 17 Employee benefits – pensions

Pension assets has the following composition

(Amounts in NOK 1 000)	2022	2 021
Assets related to extended pension scheme	14 276	13 524
Total pension assets	14 276	13 524

Pension obligations has the following composition

(Amounts in NOK 1 000)	2022	2 021
Liabilities related to extended pension scheme	16 585	15 375
Mandatory occupational pension liabilities	2 746	1 947
Total pension obligations	19 331	17 322

Pension cost in consolidated income statement has the following composition

(Amounts in NOK 1 000)	2022	2 021
Pension cost extended pension scheme	2 535	1 969
Pension cost mandatory occupational pension	15 611	12 364
Pension cost AFP scheme	14 653	12 947
Total pension cost in consolidated pension cost	32 798	27 280

Mandatory occupational pension

The company is obliged to operate an occupational pension scheme in accordance with the Norwegian act on mandatory occupational pensions. The company's pension schemes satisfy the provisions of this act.

Extended pension scheme

CEO and other defined other key personell have an additional pension scheme agreement which amounts.

Directors' fees

(Amounts in NOK 1 000)	2 022
Chairman Geir Aarstad	400
Hilde Drønen	205
Morten Walde	195
Sebastian Ehrnrooth	175
Total for board members elected by shareholders	975
Finn Kydland	60
Andre Simonsen	60
Tore Kjell Jørgensen (deputy member)	5
Christian Jørgensen (deputy member)	9
Ann Kristin Midttun (deputy member)
Rune Kårbø (observer)	9
Ståle Andreas Hovdekleiv (observer)	-
Total for board members elected by employees *	143

Chairman Geir Aarstad	400
Hilde Drønen	205
Morten Walde	195
Sebastian Ehrnrooth	175
Total for board members elected by shareholders	975
Finn Kydland	60
Andre Simonsen	60
Tore Kjell Jørgensen (deputy member)	5
Christian Jørgensen (deputy member)	9
Ann Kristin Midttun (deputy member)
Rune Kårbø (observer)	9
Ståle Andreas Hovdekleiv (observer)	-
Total for board members elected by employees *	143

* This applies to directors' fees for board positions in subsubsidiary Beerenberg Services AS.

Group executive management

	Position	Salary	Other Compensations
Arild Apelthun	CEO	3 131	641
Harald Haldorsen	CFO	2 207	343

Pensions are not included in the table above. Group executive management and CEO have an additional pension scheme agreement which amounts to 10% of salary for CEO, and 6% of salary for group executive management. The CEO has an agreement that guarantees salary payments for up to 18 months if the employer were to terminate his employment. A non-compete clause also apply to the CEO in the same period. The CEO has a performance-based bonus agreement, identical for all employees in the group executive management. Bonus may not exceed 40% of the annual salary for CEO and 30% for group executive management. No other bonuses, severance or options than described here are given to the board of directors or management.

In addition to ordinary salaries, key employees benefit from free telephones, broadband and mandatory contribution-based pensions. Everyone is paid a fixed salary, and no overtime payments are made. The key principles for setting management salaries at Beerenberg are that the company should be able to offer competitive terms. This relates to the combination of salaries, benefits in kind and pension schemes. The company operates in an international environment, a fact that is emphasised and reflected when setting the level of remuneration.

When setting remuneration for 2023, the company will apply the same policy as in 2022. This entails being a competitive employer who attracts necessary expertise and capacity. The company also wishes to retain expertise and encourage long-term employment relationships. In respect of salary levels, the company aims to be in the high to average range in relation to comparable companies in order to attract competent personnel.

Note 19 Warranty liabilities and provisions

The group has provided a joint bank guarantee for all the companies in the group. In some cases, the group will provide bank guarantees to customers when entering into large fixed price contracts. As at 31.12.22, the guarantees totalled 25 208, compared to 32 189 as at 31.12.21.

A tax withholding guarantee of 49 500 has also been provided as at 31.12.22, compared to 46 500 as at 31.12.21.

The group has warranty liabilities relating to maintenance contracts. Warranty periods may last for three to five years after an annual programme has been completed. New-build and modifications contracts are generally subject to a two to three year warranty after the completion certificate has been issued.

Guarantee liabilities are assessed continuously per individual project that has guarantees provided. However, as it is difficult to estimate the probability that a warranty claim will arise per project and how much cost this would entail, there are also made an assessment of the overall uncertainty on group level (IAS 37.24).

Change in provision for for warranty liabilities is shown in the table below.

(Amounts in NOK 1 000)	2022	2 021
Opening balance	21 527	19 792
Incurred warranty cost	271	100
Expired warranty provision	-3 497	-3 239
New warranty provision	3 926	4 875
Closing balance	22 227	21 527

No related parties transactions were conducted in 2022.

As at 31.12.22 the group consist of the following 11 companies; Beerenberg AS, Beerenberg Holding AS, Beerenberg Services AS, Beerenberg Industri AS, Remotion AS, Beerenberg Poland Sp. z o.o, Beerenberg Singapore LTD, Beerenberg UK LTD, Beerenberg Thailand LTD, Beerenberg Holding (Thailand) Co. LTD and Beerenberg Korea LTD.

Together with STB Corporation Company Limited, a subsidiary Beerenberg Holding (Thailand) Co. LTD was established in the 4th Quarter of 2021. The investment by STB Corporation Company Limited in Beerenberg Holding (Thailand) Co. LTD represents a non-controlling interest, thus net profit that is attributable to non-controlling interest is presented in the Condensed Statement of Income and in the Condensed Consolidated Statement of Change in Equity. The ownership interest is 49%, still Beerenberg Holding (Thailand) Co. LTD and its subsidiary Beerenberg Thailand LTD is consolidated in the group accounts since the majority of voting rights is secured through the shareholder structure and agreements.

(Amounts in NOK 1 000)

Company	Parent Company	Ownership interest
Beerenberg Holding AS	Beerenberg AS	100%
Beerenberg Services AS	Beerenberg Holding AS	100%
Beerenberg Industri AS	Beerenberg Services AS	100%
Remotion AS	Beerenberg Services AS	100%
Beerenberg Solutions Poland Sp. z o.o	Beerenberg Services AS	100%
Beerenberg Singapore LTD	Beerenberg Services AS	100%
Beerenberg UK LTD	Beerenberg Services AS	100%
Beerenberg Holding (Thailand) Co. LTD	Beerenberg Services AS	49%
Beerenberg Thailand LTD	Beerenberg Holding (Thailand) Co. Ltd	100%
Beerenberg Korea LTD	Beerenberg Solutions Poland Sp. z o.o	100%

Beerenberg Industri AS registered office is at Bedriftsvegen 10, Skien. Remotion AS registered office is Forusbeen 210, Sandnes.

Beerenberg Singapore LTD's registered office is in Singapore. Beerenberg Poland Sp. Z o.o's registered office is in Poland. Beerenberg Korea LTD's registered office is in Korea.

Beerenberg Thailand LTD's and Beerenberg Holding (Thailand) Co. Ltd registered office is in Thailand. Beerenberg UK LTD's registered office is in UK.

The other companies has registered office at Kokstaddalen 33, Bergen. The voting share in the subsidiary companies is identical to the ownership share, except for Beerenberg Holding (Thailand) Co. LTD where the majority of voting rights is secured through the shareholder structure and agreements.

Note 20 Other short-term liabilities

(Amounts in NOK 1 000)	2022	2 021
Accrued holiday pay	90 190	79 460
Contract liabilities	3 239	10 374
Project provisions and provisions for accrued salaries	149 259	113 375
Total other short term liabilities	242 688	203 210
Note 21

Contingent outcomes

Project risks and uncertainties

The group's projects are largely long-term Frame Agreements awarded as the result of a tender. According to IFRS 15 revenue is recognized based on evaluation of work performed in the period. The value of work performed during the period are based on a measurement of physical progress recorded after a detailed inspection of actual progress, or based on the number of hours of work performed, normally also approved by the customer. Therefore, in each reporting period there will be a very limited degree of use of estimates related to revenue in projects involving services rendered. Similar, in projects involving delivery of goods income is recognized upon delivery to customer, so a very limited need for estimates exists.

However, circumstances and information may change in subsequent periods, and final outcomes may be better or worse than assessments made at the time the financial statements were prepared.

In the group's opinion, there are no projects as at 31.12.22 with uncertainties relating to estimates of revenue or cost that may be of significant importance to the consolidated figures.

Legal disputes

From time to time, the group becomes involved in various disputes in its course of business. Provisions have been made to cover expected losses resulting from such disputes to the extent that negative outcomes are probable and reliable estimates can be produced. The final outcome of such cases will always contain elements of uncertainty, and may result in liabilities exceeding the recognised provisions.

Note 24 Derivatives

The group has used hedge accounting in accordance with IFRS 9. Refer to note 1 accounting principles for a description of the group's strategy for applying different types of derivatives to mitigate different types of risk exposures, and how these affects the financial statement. At the end of 2021 and 2022 only one derivative instrument was present, an interest swap agreement, to mitigate the effect of change in variable interest rates.

In connection with the new Bond loan, the group entered in December 2020 into an interest rate swap agreement to secure the cash flows related to longterm loans, where the loan terms are 3 months Nibor + margin. The contract involve an exchange of 3-month Nibor to the fixed rates set forth below for current principal in the maturity of the agreement.

The fair value of interest rate swap is classified as non-current asset / liability since the remaining maturity of the hedged item (loan) is more than 12 months.

Change in value of contracts are recognized in other comprehensive income. Interest rate swaps are valued according to level 2 of the valuation hierarchy (IFRS 13), ie the value derived from observable factors such as market interest rates. The fair value of the interest rate swap is at 31.12.22 positive and matures within one year and is therefore classified in the account group other receivables under current assets compared to last year when it was classified in the group financial fixed assets under non current assets.

2022

Risk Category	Nature of risk	Counter party/ Bank	Agreement	Date of agreement	Maturity	Principal amount	Fixed interest	Variable interest	Classi fication	Market value as of 31.12.22	Fair Value 31.12.22
Cash flow hedge	Changes in variable interest rate	Danske Bank	62264732FO -BRD7L		17.12.2020 17.12.2020 - 13.11.2023	450 000	0.695%	3 mnth Nibor	Long term	11 858	11 858

2021

Risk Category	Nature of risk	Counter party/ Bank	Agreement	Date of agreement	Maturity	Principal amount	Fixed interest	Variable interest	Classi fication	Market value as of 31.12.21	Fair Value 31.12.21
Cash flow hedge	Changes in variable interest rate	Danske Bank	62264732FO -BRD7L		17.12.2020 17.12.2020 - 13.11.2023	450 000	0.695%	3 mnth Nibor	Long term	6 697	6 697

Note 25

Interest-bearing liabilities

The tables provide information about the contractual terms relating to the group's interest-bearing liabilities measured at amortised cost. For more information about the group's interest rates, currencies and liquidity risk, please see the section on financial risk management and exposure in the chapter on accounting principles.

Summary of interest-bearing liabilities as at 31.12.2022

(Amounts in NOK 1 000)	Book value	Spread over NIBOR	Due	Terms of interest
Multicurrency overdraft facility, limit 150 000 *	-	3.2%	13.11.2023	NIBOR+Margin *
Interest-bearing leasing liabilities	33 770	1.5% - 4.5%	2023-2028	NIBOR+Margin

* The facility has a total limit of 150 000 which includes guarantees. The remaining limit after reduction for guarantees are 121 292. There is a commitment fee for unused facility of 1.4%.

The group have the following loans:

(Amounts in NOK 1 000)	Book value	Spread over NIBOR	Fair Value		Due Terms of interest
Bond (Senior Secured Callable Bond Issue 2020/2023) *	641 621	8.0%	671 125	13.11.2023	3 mnth NIBOR+Margin
Government Loan **	1 180	-	1 180	25.07.2023	Interest free
Other bank loans ***	7 454	-	7 454	10.10.2025	10.01.2027 5.15% - 6.14%

* A 3-year Senior Secured Bond of 750 000 was issued in November 2020.

Discount on principal amount and arrangement fee, have been classified net with the Bond. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. As at 31.12.2022, 100 000 have been amortized. The maturity date of the bond is 13 November 2023. At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore Fair Value of the Bond is presented including this premium. The premium at redemption, as well as discount and arrangement fee is accrued as interest cost during the course of the loan. The table below explains the link between principal amount of the Bond, book value and fair value. ** The government loan provided to the subsidiary in Poland, Beerenberg Poland Sp Z o.o, is part of the Polish governments Covid support package. The loan is interest free. *** Other bank loans consists of two loans from Innovasjon Norge and one loan in SR Bank in the acquired subsidiary Remotion AS.

Principal amount 650 000

Principal amount	650 000
3.25% premium to be paid at redemption of Bond	21 125
Fair Value	671 125
Principal amount	650 000
Discount principal amount and arrangement fee	-8 379
Book Value	641 621

Covenants

In connection with the bond issue Beerenberg has signed an 150 000 super senior credit facility agreement with Danske Bank.

The Facility agreement includes covenants related to quarterly Net Total Leverage ratio test (Net Debt / EBITDA). This ratio must be below 7.0 at 31.12.2022. The group has been in compliance with covenants in 2022.

Note 26 Secured Liabilities

The group has provided security for its arrangement with Danske Bank. The tables below provide an overview of the arrangement and the book value of the assets set up as security.

The group has provided joint bank guarantee for all the companies in the group. The group's guarantee liability pertains to contract guarantees for such guarantees and to guarantees to the authorities. As at 31.12.22, the guarantees totalled 74 708.

(Amounts in NOK 1 000)	2022	2021
Security has been provided for the following debts:
Guarantees, incl. tax withholding guarantee	74 708	78 673
Interest bearing short-term liabilities	679 968	78 861
Interest bearing long-term liabilities	26 095	665 173
Total for the group	780 771	822 707
Capitalized value of assets provided as security for secured debts:
Fixed assets	181 630	172 022
Inventory	93 889	77 790
Trade receivables	261 679	306 387
Total	537 198	556 200

Note 27

Acquisition of Remotion AS

Overview of net assets acquired from purchase of Remotion

(Amounts in NOK 1 000)
Cash	233
Trade receivables	1 147
Other Receivables	2 319
Robotics and Robotic development projects	19 312
Intangible assets Robotic technology/development projects	53 013
Trade payables	-1 482
Bank Overdraft	-349
Deferred tax liability	-11 663
Other long term debt	-9 563
Other short term debt	-2 668
Net identifiable assets acquired	50 299
Outflow of cash to acquire Remotion, net of cash acquired
Cash consideration	25 299
Less: Balances acquired

Cash	233
Trade receivables	1 147
Other Receivables	2 319
Robotics and Robotic development projects	19 312
Intangible assets Robotic technology/development projects	53 013
Trade payables	-1 482
Bank Overdraft	-349
Deferred tax liability	-11 663
Other long term debt	-9 563
Other short term debt	-2 668
Net identifiable assets acquired	50 299
Outflow of cash to acquire Remotion, net of cash acquired
Cash consideration	25 299
Less: Balances acquired
Cash	233
Bank overdraft	-349
Net outflow of cash - investing activities	25 183

The agreemeent for acquisition of Remotion includeds an earn-out agreement, based on performance in Remotion until 31.12.2023. The most likely result of this agreement will be additional MNOK 25 on top of the cash consideration already paid. This amount is accrued, and included as part of the purchase price.

At the 1st of April, the purchase of 100% of the shares in the company Remotion AS organization number 915026451, by the Group Company Beerenberg Services AS was finalized. Remotion AS is a Company which main business is development, rental and operation of Robotic solutions mainly to the Oil and Gas Industry. The Company is based in Sandnes, Norway.

The rationale for the acquisition is to implement Remotions Robotics solutions in Beerenbergs project execution models to further develop better, safer, and more environmental solutions.

The payment for the equity was MNOK 50. Main assets in Remotion were Fixed assets of MNOK 19, mainly in-house developed Robots and accounts receivables and other receivables of MNOK 4. Main liabilities were loans of MNOK 10 and vendor debt of 4.

A Purchase Price Allocation analysis in connection to the acquisition has been carried out.

The conclusion is an allocation of excess value to technology linked to the development of robotic solutions of MNOK 53 and deferred tax of MNOK 11. The estimation of value of technology is based on expected revenues from the use of Robotics in Beerenbergs current contracts in addition to new business opportunities for the Group. The excess value allocated to technology is amortized over 5 years.

The figures of Remotion AS has been fully consolidated in the Group figures with regards to the Consolidated Statement of Financial Position and Profit and loss from 01.01.2022. The formal transfer of the shares were done at the 1st of April 2022, but the price for the shares was set out based on the balance sheet as at 31.12.2021. The economic activity in Remotion in the period from 1.1.2022 to 1.4.2022 are considered immaterial, hence the full year consolidation of Remotion in Beerenbergs Group financial statement.

Note 29 Events after the reporting date

After the reporting date one of Beerenberg's employees was injured in a work accident at Mongstad. The employee, who was seriously injured, is in stable condition and receiving treatment at Hospital.

After the accident Beerenberg has been closely following up all parties concerned. Beerenberg are carrying out a joint investigation of the accident together with client in addition to other relevant authorities' investigations, in line with customary policies pertaining to serious accidents.

Note 28 Climate Risk

Beerenbergs core business is integrated solutions, products and services to a wide range of clients, predominantly in the global energy industry. When conducting its operations, Beerenberg aims to minimize the environmental impact and the group aims to continuously improve its environmental performance. Beerenberg's direct impact on the natural environment is primarily considered to stem from emissions of volatile organic compounds (VOCs) because of the use of paint products and solvents. This is a natural consequence of the group's activities, and the volume of VOC emissions will always reflect the volume of assignments and the type of products being ordered and delivered.

Climate risk

Climate change related risks comprises climate related physical events that may impact the integrity of our and others assets (physical risks), as well as strategic challenges arising from climate related policies, regulations and customers' demand for zero or low-emission solutions (transition risks).

Physical risks could result from climate related acute and/or chronic changes in rainfall patterns, shortages of water or other natural resources, variations in sea levels, storm patterns and intensities as well as temperatures.

Transition risks could result from an increased demand for lowcarbon products and solutions, higher price for greenhouse gas emissions as well as changes in market prices for oil-related products and therefore lower demand for our services.

Together with the climate risks, opportunities also follows. Beerenberg seeks to to be the prefferred partner for companies and employees that sets environment high on the agenda. Beerenberg endeavours to use alternative products and services that help reduce the environment footprint and with a lesser impact on the environment where possible (the substitution requirement). For example, to reduce the negative environmental effects of its waste output, Beerenberg has introduced robust procedures for waste disposal and final processing (material and energy harvesting). The work of reducing microplastics is at the top of Beerenberg´s agenda through extended use of robots to collect microplastic.

To mitigate the transition risk, Beerenberg continuously aims to enter new markets and find new areas where our products and solutions can be applied. This is especially important for our high-quality insulution products which significantly improves insulation factors, and reduces energy consumption for the clients. Beerenberg also aims to be a partner in Renewable energy projects, decarbonization solutions, decomissioning and other relevant projects that stems from the energy transition.

Effects of climate risk in the Financial Statements

A transition away from oil and gas could impy lesser demand for Beerenbergs tradional services and thus impact the value of the Groups assets. However, the main assets in the group are assets that are not directly linked to the oil and gas industry, like for example scaffolding that can be applied in many other industries. Therefore, Beerenberg does not expect any changes to the useful lives of property, plant and equipment.

No direct significant impacts have been identified in the assessments and estimates in the financial report for 2022. Beerenberg has assessed the impact of climate change both in relation to the Financial Statement for 2022 and in relation to continuing operations and investment commitments. Although no immediate or short-term effects of climate change have been identified, Beerenberg is aware of the constantly changing risks and opportunities associated with climate change. Therefore, the risks and opportunities will be regularly assesed againtst the assesments and estimates that is applied when preparing the Group Accounts

beerenberg.com

Annual report 2022

Income Statement

(Amounts in NOK 1 000)	Note	2022	2021
Operating expenses
Other operating expenses	7	3 811	1 658
Total operating expenses		3 811	1 658
Operating result		-3 811	-1 658
Intragroup interest income		2 329	304
Other interest income		4	3
Other finance income		117 827	165 840
Intragroup interest costs		3 404	3 598
Other interest costs		72 772	69 485
Other finance costs		6 759	9 160
Net financial items	8, 9	37 225	83 904
Ordinary result before tax		33 414	82 245
Tax	6	7 355	17 749
Annual profit		26 059	64 496
The annual profit/loss is attributable to:
Other equity	4	26 059	64 496
Annual profit		26 059	64 496
Basic earnings per share for 1.000.000 A-shares	3	0,026	0,064

Diluted earnings per share are identical as there is no dilutive effect.

The accompanying notes 1-11 are an integral part of these financial statements

BEERENBERG AS

Statement of Comprehensive Income

(Amounts in NOK 1 000)	Note	2022	2021
Annual profit/loss		26 059	64 496
Other revenue and expenses
Change in value of derivatives	6, 9	4 025	6 100
Total Statement of Comprehensive Income		30 084	70 596
The comprehensive income is attributable to:
Shareholders		30 084	70 596
Total Statement of Comprehensive Income		30 084	70 596
Other revenue and expenses is after tax and will be reversed in the income statement.
The accompanying notes 1-11 are an integral part of these financial statements.

Statement of Financial Position

(Amounts in NOK 1 000)	Note	2022	2021
Assets
Non-current assets
Financial non-current assets
Investments in subsidiaries	1	1 257 646	1 257 646
Derivatives	9	0	6 697
Total financial non-current assets		1 257 646	1 264 344
Total non-current assets		1 257 646	1 264 344
Current assets
Receivables
Other current receivables	1	118 105	164 565
Derivates	9	11 858	0
Total receivables		129 962	164 565
Total current assets		129 962	164 565
Cash at bank	2	102 945	80 614
Total assets		1 490 554	1 509 523

Bergen 28 April 2023 Board of Directors at Beerenberg AS

Hilde Drønen

Arild Apelthun

Geir Aarstad Sebastian Ehrnrooth Morten Walde

	Equity and liabilities
Equity
	Paid-in capital
	Retained earnings
Liabilities
	Other non-current liabilities
	Current liabilities

(Amounts in NOK 1 000)	Note	2022	2021
Equity and liabilities
Equity
Paid-in capital
Share capital		26 700	26 700
Share premium		240 310	240 310
Total paid-in capital		267 010	267 010
Retained earnings
Other equity		551 014	520 930
Total retained earnings		551 014	520 930
Total equity	3, 4	818 024	787 940
Liabilities
Other non-current liabilities
Deferred tax liabilities	6	-407	466
Interest bearing long-term liabilities	5	0	632 487
Total other non-current liabilities		-407	632 953
Current liabilities
Interest bearing short-term liabilities	5	663 573	65 212
Tax payable	6	9 364	19 925
Other current liabilities		0	3 492
Total current liabilities		672 937	88 630
Total liabilities		672 530	721 583
Total equity and liabilities		1 490 554	1 509 523

The accompanying notes 1-11 are an integral part of these financial statements.

Statement of Cash Flows

(Amounts in NOK 1 000)	Note	2022	2 021
Cash flows from operating activities
Result for the period before tax		33 414	82 245
Tax paid for the period	7	-19 925	-12 598
Changes to other time restricted items		12 400	24 586
Net cash flow from operating activities		25 889	94 234
Cash flows from financing activities
Change in draw on credit facility		0	-6 054
Incoming payments on long term loans	6	0	50 000
Outgoing payment on long term loans	6	-50 000	-50 000
Payment of group contribution	9	164 269	156 646
Group contribution booked as finance income	9	-117 827	-164 269
Net cash flow from financing activities		-3 558	-13 677
Net change in cash and cash equivalents		22 332	80 556
Cash and cash equivalents per 01.01.		80 614	58
Cash and cash equivalents 31.12.		102 945	80 614

The accompanying notes 1-11 are an integral part of these financial statements.

Accounting principles

The financial statements have been prepared in accordance with the regulation on simplified adoption of IFRS (International Financial Reporting Standards). The annual financial statements were authorised for issue by the board of directors on 28 April 2023.

Classification of items in the statement of financial position

Assets intended for long-term ownership or use are classified as non-current assets. Assets associated with the circulation of goods are classified as current assets. Receivables are classified as current assets if they fall due within one year. Analogue criteria are applied to liabilities. However, repayments of non-current receivables and non-current liabilities made in the first year are not classed as current assets or current liabilities.

Tax

The tax liability in the income statement comprises both tax payable and changes in deferred tax for the period. Deferred tax is calculated at the prevailing tax rate on the basis of the temporary differences between book value and taxable value and on any tax loss carryforward at the end of the financial year. Tax-increasing and tax-reducing temporary differences that are reversed or may be reversed in the same period have been offset.

Investments in subsidiaries

Subsidiaries are measured using the cost method in the separate financial statements. Investments are valued at the historical cost of the shares unless depreciation has become necessary. They are depreciated to fair value when the fall in value is due to circumstances that cannot be assumed to be temporary and it is deemed necessary in accordance with generally accepted accounting practices. Write-downs are reversed when the basis for a write-down is no longer present.

Any dividends received are in principle recognized as income, however. Dividends that exceed retained earnings after purchase are recognized as a reduction in the original cost. Dividends / Group contributions from subsidiaries are recognized in the same year that the subsidiary makes the provision.

Liabilities

Liabilities are recognized at their fair value when the loan is paid out, less transaction costs. In subsequent periods the loan is recognized at amortised cost using the effective rate of interest.

Financial instruments

The Company initially recognizes loans, receivables and deposits on the date of acquisition. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when the Company transfers the contractual rights in a transaction where substantially all the risks and rewards of ownership of the financial asset are transferred. All rights and liabilities in transferred financial assets that are created or retained as a result of the transfer are recognized separately as assets or liabilities.

Financial assets and liabilities are offset if the Company is legally entitled to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Offset amounts are presented net in the statement of financial position.

Financial derivative instruments

The group holds a limited number of financial derivative instruments to hedge its foreign currency and interest rate risk exposures. The management strategy is, at present, to use hedging instruments in order to mitigate the effect of changes in variable interest rates. The long-term financing of the group is based on variable interest rates (3 mnth Nibor) which is subject to fluctuations. The strategy is to minimize this risk by entering into interest swaps agreements to swap variable interest rates to fixed rates at a proportion of around 70% of total outstanding loans.

Derivatives are recognized initially at fair value. Changes in fair value are recognized in profit or loss, except for hedging instruments that meet the criteria for hedge accounting.

The group follows IFRS 9 criteria's for classifying a derivative instrument as a hedging instrument. These are as follows:

• a. the hedging relationship consists only of eligible hedging instruments and eligible hedged items.
• b. at the inception of the hedging relationship there is formal designation and documentation of the hedging relationship and the entity's risk management objective and strategy for undertaking the hedge.
• c. the hedging relationship meets all of the following hedge effectiveness requirements:
• i. there is an economic relationship between the hedged item and the hedging instrument
• ii. the effect of credit risk does not dominate the value changes that result from that economic relationship and
• iii. the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.

Hedging instruments classed as cash flow hedges offset variations in cash flows caused by changes in exchange rates, interest rates and market values. For cash flow hedges that meet the criteria for hedge accounting, all gains and losses on the effective part of the contract are recognized in comprehensive income and as hedging reserve in the statement of equity, while those on the ineffective part are recognized in the income statement under finance.

Derivative financial instruments with positive fair value are classified as current assets if the remaining maturity of the hedged item is less than a year into the future, and as fixed assets when the remaining maturity of the hedged item is more than a year ahead. Financial derivatives with negative fair value are classified as a current liability if the remaining maturity of the hedged item is less than a year into the future, and as a long-term liability when the remaining maturity is more than a year ahead.

Refer to note 10 for a specification of the group's current derivative instruments.

Note 1
Long-term investments in other companies

Note 2 Restricted funds

Subsidiary:

(Amounts in NOK 1 000)	Registered Office	Ownership interest/ voting share	Equity last year	Profit/loss last year
			100%	100%
Beerenberg Holding AS	Bergen	100%	740 910	0

IntraGroup balances etc.:

Other current receivables

(Amounts in NOK 1 000)	2022	2021
Beerenberg Services AS	117 827	166 147
Total	117 827	166 147

The company has no restricted funds as of 31.12.2022.

Note 3 Share capital and shareholder information

The Company's share capital is 26 700 distributed on 267.000.000 shares, whereof 1.000.000 A-shares, and 266.000.000 B-shares.

Nominal value per share is 0.0001. The A-shares have all rights. The B-shares have voting rights by 1 vote per 10 share and no rights to dividends. In the event of a liquidation of the company, the owner of B share shall be entitled to repayment of paid-in capital at the time when the share was subscribed (nominal and any share premium), but no excess amount.

The B shareholders right at this point has a preferential right over the A shareholders right to liquidation dividends. Otherwise, the share classes are equal. List of the major shareholders at 31.12.22:

Shareholder	A-Shares	%	B-Shares	%	Total Shares	%	Controlled by
Segulah IV L.P.	820 875	82.1%	223 247 653	83.9%	224 068 528	83.9%
AlpInvest Partners 2012 I B.V.	92 121	9.2%	24 931 110	9.4%	25 023 231	9.4%
AlpInvest Partners 2012 II B.V.	23 319	2.3%	6 310 883	2.4%	6 334 202	2.4%
GRAA AS	11 792	1.2%	-	0.0%	11 792	0.0%	Board Leader
Mowin AS	5 325	0.5%	1 267 350	0.5%	1 272 675	0.5%	Board member
Other	46 568	4.7%	10 243 004	3.9%	10 289 572	3.9%
Total	1 000 000	100.0%	266 000 000	100.0%	267 000 000	100.0%

Basic earnings per A-share is 0.026 for 2022 compared to 0,064 for 2021.

Basic earnings per share are based on the profit/loss attributable to A-shares and on the weighted average number of ordinary shares outstanding. Diluted earnings per share are identical as there is no dilutive effect.

(Amounts in NOK 1 000)	Share capital	Share premium	Other equity	Total
Equity as of 31.12.2021	26 700	240 310	520 930	787 940
Profit/loss for the year			26 059	26 059
Other comprehensive income for the year			4 025	4 025
Equity as of 31.12.2022	26 700	240 310	551 014	818 024

Note 5 Non-current and current liabilities, collateral and guarantees, etc.

Liabilities secured by collateral etc.

A 3-year Senior Secured Bond of 750 000 was issued in November 2020.

Discount on principal amount and arrangement fee, have been classified net with the Bond. The bond has every 6-month amortization of 25 000 until maturity, in total 125 000. As at 31.12.2022, 100 000 have been amortized. The maturity date of the Bond is 13 November 2023, the Bond is therefore in full classified as a current liability in 2022. At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore

Fair Value of the Bond is presented including this premium. The premium at redemption, as well as discount and arrangement fee is accrued as interest cost during the course of the loan.

(Amounts in NOK 1 000)	2022	2021
Bond (Senior Secured Callable Bond Issue 2020/2023)	641 621	682 487
Total	641 621	682 487

Nominal bond issue is 650 000. The bond issue net of discount on principal amount and arrangement fee is recorded at amortised cost at 641 621.

The subsidiaries Beerenberg Services AS and Beerenberg Holding AS are jointly and severally liable together with the parent Company Beerenberg AS for bonds acquired by Beerenberg AS.

Maturity structure of financial liabilities

The figures in the table show the maturity structure in nominal increments for the Company's interest-bearing debts, including interest payments on recognized liabilities as at 31.12:

	Book value	Fair Value	Under 6 months	6-12 months	1-2 years	2-5 years
Bond	641 621	671 125	62 115	659 323

At redemption of the loan a premium of 3.25% on principal amount have to be paid, therefore Fair Value of the Bond is presented including this premium. The interest rate is 3 months' NIBOR plus a 8.0 percentage point spread.

In connection with the bond issue Beerenberg has signed an 150 000 super senior credit facility agreement with Danske Bank.

The Facility agreement includes covenants related to quarterly Net Total Leverage ratio test (below 7.0 Q4 2022). The group is in compliance with covenants as of 31st of December 2022.

(Amounts in NOK 1 000) Borrowings Total Net debt as at 31 December 2020 683 343 683 343 Cash flow changes Draw on credit facility -6 054 -6 054 Incoming payments on long term loans 50 000 50 000 Outgoing payment on long term loans -50 000 -50 000 Non cash changes 20 410 20 410 Net debt as at 31 December 2021 697 700 697 700 Cash flow changes Outgoing payment on long term loans -50 000 -50 000 Non cash changes 15 874 15 874 Net debt as at 31 December 2022 663 573 663 573 Note 6

Tax

Tax payable has been calculated as follows

(Amounts in NOK 1 000)	2022	2021
Ordinary result before tax	33 414	82 245
Permanent differences	17	-1 567
Change in temporary difference	9 134	9 888
Basis for tax payable	42 565	90 567
Payable tax in the balance sheet (22%)	9 364	19 925
Calculation of deferred tax / deferred tax assets
Temporary differences through profit/loss
Accrued borrowing costs	8 379	17 513
Precluded interest deduction to be carried forward	-22 089	-22 089
Net temporary differences	-13 710	-4 576
Basis for deferred tax / tax assets	-13 710	-4 576
22% deferred tax / tax assets (-) through profit/loss	-3 016	-1 007
Temporary differences through Other Comprehensive Income (OCI)
Derivative	11 858	6 697
Basis for deferred tax / tax assets	11 858	6 697
22% deferred tax / tax assets (-) through OCI	2 609	1 473
Deferred tax in the statement of financial position	-407	466
Distribution of tax expense
Tax payable in the statement of financial position	9 364	19 925
Total tax payable in tax expense	9 364	19 925
Change in deferred tax through profit/loss	-2 009	-2 175
Tax expense through profit/loss	7 355	17 749
Change in deferred tax/deferred tax assets through OCI	1 136	1 719
Tax expense through OCI	1 136	1 720
Payable tax in the balance sheet	9 364	19 925

Note 7 Payroll costs, number of employees, remunerations, loans to employees ect.

Note 8 Specification of finance income and finance costs

The Company had no employees in 2022 and is not obliged to operate an occupational pension scheme under the Act on Obligatory Occupational Pensions. No remuneration was paid to the CEO or members of the board of directors in 2022.

(Amounts in NOK 1 000)	2022	2021
Statutory audit (incl. technical assistance with financial statements)	109	109
Tax advice	38	38
Other audit assurance services	144	0
Total	253	147

The sums stated are exclusive of VAT.

Finance income
Finance costs

(Amounts in NOK 1 000)	2022	2021
Group contribution from Beerenberg Services AS	117 827	164 269
Intragroup interest income	2 329	304
Gains from purchase and sale of own bonds	0	1 571
Other finance income	4	3
Total finance income	120 160	166 147

(Amounts in NOK 1 000)	2022	2021
Intragroup interest costs	3 404	3 598
Interest costs Bond and other interest costs	72 772	69 532
Accrued refinancing fee	6 759	9 113
Total finance costs	82 935	82 244

beerenberg.com

Note 9 Financial instruments

Note 10

Events after the reporting date

(Amounts in NOK 1 000)	2022	2021
Cash flow hedge (interest rate swap)	11 858	6 697
Total fair value	11 858	6 697

The Company has an interest rate swap with a nominal value of 450 000. The Company is swapping variable interest (3mnth NIBOR) for fixed interest at 0,695 %. The fair value of the interest swap has been calculated by the Group's bank. The interest rate swap runs until November 2023. The interest rate swap qualifies for hedge accounting following the repayment of the old bond issue, and replacement by a new bond issue in November 2020.

The interest swap effectively reduces interest rate risk, thus satisfying the criteria for hedge accounting.

The interest swap is valued in accordance with Level 2 of the valuation hierarchy (IFRS 13), i.e. the value is derived from observable factors such as market interest rates.

Change in fair value of the cash flow hedge net after tax is recorded in Other Comprehensive Income. At 31.12 the fair value of the new interest swap is positive by 11 858, net after tax the balance of Hedging reserve is positive by 9 249.

After the reporting date one of Beerenberg's employees was injured in a work accident at Mongstad. The employee, who was seriously injured, is in stable condition and receiving treatment at Hospital.

After the accident Beerenberg has been closely following up all parties concerned. Beerenberg are carrying out a joint investigation of the accident together with client in addition to other relevant authorities' investigations, in line with customary policies pertaining to serious accidents.

Financial instruments by

category

As at 31.12. - Assets	Deposits, receivables and cash	Assets at fair value through profit/loss	Derivatives used for hedging	Financial assets available for sale	Total
Derivatives used for cash flow hedging	0	0	11 858	0	11 858
Receivables	118 105	0	0	0	118 105
Cash and cash equivalents	102 945	0	0	0	102 945
Total	221 050	0	11 858	0	232 908

As at 31.12. - Liabilities	Financial liabilities carried at amortised cost	Liabilities at fair value through profit/loss	Derivatives used for hedging	Other financial liabilities	Total
Loans excl. statutory liabilities	641 621	0	0	0	641 621
Total	641 621	0	0	0	641 621

Declaration by the Board of Directors and CEO

We confirm, to our best knowledge, that the financial statements for the period January 01 to 31 December 2022 for the parent company Beerenberg AS and for the group has been prepared in accordance with all applicable accounting standards. We confirm that the financial statements give a true and fair view of the group's consolidated assets, liabilities, financial position and result of the operations. The Board also confirm that the Director's Report provides a true and fair view of the development and performance of the business and the position of the group and the Company, including a description of the key risks and uncertainty factors that the Beerenberg AS group is facing.

Bergen 28 April 2023 Board of Directors at Beerenberg AS

Hilde Drønen

Arild Apelthun

Geir Aarstad Sebastian Ehrnrooth Morten Walde

PricewaterhouseCoopers AS, Sandviksbodene 2A, Postboks 3984 - Sandviken, NO-5835 Bergen T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

To the General Meeting of Beerenberg AS

Independent Auditor's Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Beerenberg AS, which comprise:

• the financial statements of the parent company Beerenberg AS (the Company), which comprise the statement of financial position as at 31 December 2022, the income statement, statement of comprehensive income and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and
• the consolidated financial statements of Beerenberg AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 31 December 2022, the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion

• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December 2022, and its financial performance and its cash flows for the year then ended in accordance with simplified application of international accounting standards according to section 3-9 of the Norwegian Accounting Act, and
• the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided.

2 / 6

We have been the auditor of the Company for 10 years from the election by the general meeting of the shareholders on 21 February 2013 for the accounting year 2013.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The Groups business activities are largely unchanged compared to last year. Valuation of goodwill and Earned, not invoiced revenue contains the same risks and challenges as last year and our focus on these areas have continued in 2022.

Key Audit Matters How our audit addressed the Key Audit

Matter

Valuation of Goodwill

At 31 December 2022, the Group had recognized Goodwill with a carrying value of NOK 782 762 thousand.

Goodwill is allocated to groups of cash generating units identified in accordance the Group's operating segments, Services and Benarx. The impairment assessment of goodwill showed that the recoverable amount was higher than the carrying amount for both segments. Consequently, no impairment was recognized.

Valuation of goodwill requires management to exercise judgement related to, among other, future cash flows and discount rate applied. We focused on this area due to the magnitude of the amounts and the inherent risks related to judgements made by management when determining the assumptions applied to support the valuation of goodwill. We refer to note 12 in the consolidated financial statements for further information.

We obtained an understanding of management's valuation process and evaluated relevant internal control activities. We reviewed management's identification of cash-generating units and found these to be reasonable. We reviewed management's model and impairment assessments for the cash generating units where goodwill was allocated and tested whether the model was mathematically accurate. We found that the model was based on recognized principles and that the recoverable amount was accurately calculated.

We compared the different elements in the discount rate calculation to our own expectations and the general expectations in the market and found that the applied discount rate was reasonable.

We evaluated management's assumptions related to future cash flows by comparing them to the budgets adopted by the Board of Directors and the strategy plan for the Group's various cash generating units. We performed sensitivity analyses and challenged management's assumptions related to future cash flows. We found that the assumptions were reasonable and in line with the Group's current market visibility and historical hit rates. The terminal growth rate in the model was compared to the market's expectation of longterm inflation.

We challenged management's historical accuracy by comparing previous years' assumptions related to actual results in the related years. We found no material deviations between the assumptions used in previous years.

We have read note 12 and assessed the information there to be reasonable.

Earned, not invoiced revenue

Earned, not invoiced revenue constitutes NOK 215 854 thousand.

The Group's contracts are mainly servicing and maintenance contracts that are recognized over time. Work performed is invoiced monthly along with delivered service and maintenance. At year-end there will be work performed during the year, mainly during December that is not yet invoiced and recorded as earned, not invoiced revenue. The estimate requires that management apply judgement related to the amount of work performed. We focused on earned, not invoiced income due to the size of the amount, and the inherent risk related to management overestimating the earned, not invoiced income, which would affect the Groups results in the financial statements.

We refer to note 6, 13 and 21 in the consolidated financial statements for more information.

We obtained an understanding of and evaluated the assumptions used in the calculation of earned, not invoiced revenue. To assess the assumptions included in the calculation of earned, not invoiced revenue, we obtained an understanding of the customer contracts as well as management's process for developing the estimate including relevant internal control activities.

We challenged the assumptions used in interviews with management. Further, we agreed the assumptions used with underlying contracts and other forms of underlying documentation and tested whether management's calculations were mathematically accurate.

We assessed management's historical accuracy by comparing prior years' assumptions related to earned, not invoiced income to what was invoiced in the subsequent year. We found that previous years earned, not invoiced income, in all material respects was invoiced in the subsequent years.

We have read note 6, 13 and 21, and assessed the information there to be reasonable.

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors' report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors' report nor the other information accompanying the financial statements.

4 / 6

In connection with our audit of the financial statements, our responsibility is to read the Board of Directors' report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors' report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors' report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors' report or the other information accompanying the financial statements. We have nothing to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors' report

• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.

Our opinion on the Board of Director's report applies correspondingly to the statements on Corporate Governance and Corporate Social Responsibility.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with simplified application of international accounting standards according to the Norwegian Accounting Act section 3-9, and for the preparation and true and fair view of the consolidated financial statements of the Group in accordance with International Financial Reporting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

6 / 6

annual report, with the file name Beerenberg-2022-12-31-en, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation.

Management's Responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary.

Auditor's Responsibilities

For a description of the auditor's responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger

Bergen, 28 April 2023 PricewaterhouseCoopers AS

Marius Kaland Olsen State Authorised Public Accountant

Appendix C – Unaudited Interim Financial Statements

Figures & notes

Condensed Consolidated Income Statement

Condensed Consolidated Income Statement

Group Summary		Q2	Q2	YTD	YTD	FY
Amounts in NOK million	Note	2023	2022	2023	2022	2022
Operating revenue	6	614,9	565,0	1 150,2	1 112,0	2 221,9
Operating expenses		556,8	514,2	1 051,4	1 026,9	2 041,9
EBITDA	6	58,0	50,8	98,8	85,1	180,0
Depreciation		15,2	14,3	29,7	26,8	56,7
EBITA		42,8	36,5	69,1	58,3	123,3
Amortisation		4,2	4,4	8,4	7,9	25,2
Operating profit (EBIT)		38,6	32,1	60,6	50,4	98,1
Finance costs - net	4	18,7	12,1	35,3	35,6	78,7
Profit before tax (EBT)		19,9	19,9	25,3	14,7	19,4
Income Tax expense		4,4	4,9	5,6	3,8	0,0
Net profit		15,5	15,0	19,7	11,0	19,4
Profit for the period is attributable to:
Shareholders of the parent company		16,4	15,3	21,3	11,5	19,6
Non controlling interests		-0,9	-0,3	-1,6	-0,5	-0,2
Net profit		15,5	15,0	19,7	11,0	19,4
Basic earnings per share for 1.000.000 A shares		0,0	0,0	0,0	0,0	0,0
Diluted earnings per share are identical as there are no dilutive effect
EBITDA margin		9,4 %	9,0 %	8,6 %	7,7 %	8,1 %
EBITA margin		7,0 %	6,5 %	6,0 %	5,2 %	5,6 %

Condensed Consolidated Statement of Comprehensive Income

		Q2	Q2	YTD	YTD	FY
Amounts in NOK million	Note	2023	2022	2023	2022	2022
Net profit for the period		15,5	15,0	19,7	11,0	19,4
Other comprehensive income:
Conversion differences		5,1	-0,6	5,5	-1,7	-1,1
Change in value of derivatives		-1,3	1,9	-3,2	5,1	4,1
Total comprehensive income		19,2	16,3	22,0	14,5	22,4

Condensed Consolidated Balance Sheet

Group Summary		Q2	Q2	YTD
Amounts in NOK million	Note	30.06.2023	30.06.2022	31.12.2022
Intangible assets		44,1	42,3	52,1
Goodwill		782,8	782,8	782,8
Property, plant and equipment		258,2	208,2	210,0
Financial fixed assets		15,3	28,1	14,3
Deferred tax assets		0,0	0,0	0,0
Total non-current assets		1 100,4	1 061,4	1 059,2
Inventory		105,5	78,7	93,9
Accounts receivables from customers		245,8	468,5	261,7
Earned, not invoiced accounts receivables		122,3	92,8	215,9
Other receivables		41,3	32,9	41,9
Cash at bank		184,2	42,2	113,3
Total current assets		699,2	715,1	726,7
TOTAL ASSETS		1 799,6	1 776,5	1 785,8
Share capital		26,7	26,7	26,7
Share premium		240,3	240,3	240,3
Other equity		325,9	294,5	302,3
Non controlling interests		-2,1	-0,6	-0,5
Total equity		590,8	560,9	568,8
Pension liabilities		21,0	18,8	19,3
Deferred tax liabilities		4,4	2,0	0,0
Interest bearing long-term liabilities	4	72,5	647,5	26,1
Total non-current liabilities		98,0	668,3	45,4
Interest bearing short-term liabilities	4	661,8	82,3	680,0
Supplier liabilities		119,5	156,1	133,9
Tax payable		-0,4	7,2	9,4
Social Security, VAT and other taxes		82,7	80,5	83,5
Other short-term liabilities		226,9	199,4	242,7
Warranty liabilities		20,3	21,8	22,2
Total Current Liabilities		1 110,8	547,4	1 171,6
TOTAL EQUITY & LIABILITY		1 799,6	1 776,5	1 785,8

Condensed Consolidated Statement of Change in Equity

Amounts in NOK million

	Share capital	Share premium	Conversion reserve	Hedging reserve	Retained earnings	Equity attributable to parent Company	Non Contolling interests	Total equity
01. January 2023	26,7	240,3	-2,1	9,2	295,2	569,3	-0,5	568,8
Net profit Other Comprehensive Income Changes in non-controlling interests			5,4	-3,1	21,3	21,3 2,3	-1,6	19,7 2,3
Equity as per 30.06.2023	26,7	240,3	3,3	6,1	316,5	592,9	-2,1	590,8

Equity as per 30.06.2022	26,7	240,3	-2,7	10,4	286,9	561,5	-0,6	560,9
Changes in non-controlling interests
Other Comprehensive Income			-1,7	5,1		3,5		3,5
Net profit					11,5	11,5	-0,5	11,0
01. January 2022	26,7	240,3	-1,0	5,2	275,4	546,5	-0,1	546,4
Amounts in NOK million	Share capital	Share premium	Conversion reserve	Hedging reserve	Retained earnings	Equity attributable to parent Company	Non Contolling interests	Total equity

Condensed Consolidated Statement of Cash Flow

		Q2	Q2	YTD	YTD	FY
Amounts in NOK million	Note	2023	2022	2023	2022	2022
EBITDA		58,0	50,8	98,8	85,1	180,0
Taxes paid		0,0	-6,4	-10,3	-13,1	-19,8
Change in net working capital		91,7	-74,0	67,4	-118,8	-23,5
Changes to other time restricted items		0,6	6,4	3,9	2,9	8,0
Net Cash flow from operating activities		150,3	-23,1	159,8	-43,9	144,8
Capex		-13,1	-8,4	-21,1	-13,9	-36,6
Acquistion of shares in subsidiary		0,0	-25,2	0,0	-25,2	-50,2
Net cash flow from investing activities		-13,1	-33,5	-21,1	-39,1	-86,8
Net repayment of interest bearing debt		-3,7	-26,2	-7,6	-30,1	-64,7
Changes in non-controlling interests		0,0	0,0	0,0	0,0	0,0
Net interest paid	4	-42,7	-21,2	-60,2	-38,1	-73,4
Net cash flow from financing activities		-46,4	-47,4	-67,8	-68,2	-138,1
Total cash flow		90,9	-104,0	70,9	-151,2	-80,1
Opening balance net bank deposits		93,3	146,2	113,3	146,2	193,3
Closing balance net bank deposits		184,2	42,2	184,2	42,2	113,3

Notes

Note 1 - General

Beerenberg AS is a company domiciled in Norway. The consolidated financial statements of Beerenberg AS comprise the company and its subsidiaries, together referred to as the group. The Beerenberg Group was established 01. March 2013, as a result of the Beerenberg AS acquisition of all shares in Beerenberg Holding AS.

Beerenberg is delivering products and services to its customers in complex environments implying operational risk with regards to quality, cost, time and injuries and accidents (HSE). Beerenberg works systematically to mitigate and manage risk on all levels. The annual report for 2022 provides further information on risks and uncertainties applicable to Beerenberg.

Shareholders in Beerenberg AS are specified in table below.

Shareholders	A-Shares	%	B-Shares	%	Total Shares	%
Segulah IV L.P.	820 875	82,1 %	223 247 653	83,9 %	224 068 528	83,9 %
AlpInvest Partners Co-Investments 2012 I C.V.	92 121	9,2 %	24 931 110	9,4 %	25 023 231	9,4 %
AlpInvest Partners Co-Investments 2011 II C.V.	23 319	2,3 %	6 310 883	2,4 %	6 334 202	2,4 %
Management and others	63 685	6,4 %	11 510 354	4,3 %	11 574 039	4,3 %
Total	1 000 000	100,0 %	266 000 000	100,0 %	267 000 000	100,0 %

Note 2 – Basis for preparation

The interim financial statements for the group are prepared in accordance with International Financial Reporting Standards (IFRS) as approved by the European Union and their interpretations adopted by the International Accounting Standards Board (IASB).

The interim report does not include all the information required for full annual consolidated financial statements in an Annual Report and should be read in conjunction with the Annual Report of the group for 2022. The accounting policies applied in the interim financial statements is the same as those described in the Annual Report for 2022.

The condensed consolidated interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting. The interim financial statements are unaudited.

The Annual Report for 2022 is available at www.Beerenberg.com

Note 3 - Judgments, estimates and assumptions

In applying the accounting policies, management makes judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revision to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing this interim financial statement, the significant judgments made by management in applying the group's accounting policies and the key sources of uncertainty in the estimates were consistent with those applied to the consolidated financial statements as at and for the period ended 31. December 2022. Please refer to Note 3 in the Annual Report for 2022.

Note 4 – Bond and covenants

Repayment of the bond BBERG03 of MNOK 625 have been finalized the 19th of July. New long-term financing of 600 is established in SpareBank 1 SR-Bank. The Financing Package consists of 3 Term loans of MNOK 200 each. Tranche 1 has 5-year maturity and quarterly amortization of MNOK 10, Tranche 2 has also 5-year maturity but with no amortization. Tranche 3 har one year maturity. The main shareholder Segulah has provided security of MNOK 150 for Tranche 3.

Interest margins in addition to 3mnth Nibor are 4,25 % for Tranche 1, 4,75 % for Tranche 2 and from 6% to 8,5 % for Tranche 3. (margins are quarterly increased on Tranche 3)

Financial covenants related to the Financing Package are the following:

Minimum Equity share:		25%
Maximum Net Interest Bearing debt / 12 months rolling EBITDA	Until 31.12.2024	< 4
	Until 31.12.2025	< 3
	Until 31.12.2024	< 2,5
Minimum Current assets / Short term debt excluding loans and amortization within one year

The Group is well within these covenants.

Below is a proforma balance sheet as at 30.06 where effect of the refinancing is illustrated.

Interest bearing long term-liabilities of MNOK 433 consists of loan Tranche 1 and Tranche 2 less amortization within one year (MNOK 360), leasing debt less amortization within one year (MNOK 66), and some minor loans (MNOK 7).

Interest bearing short-term liabilities of MNOK 301 consists of loan Tranche 3 (MNOK 200), amortization within one year on Tranche 1 (MNOK 40), Amortization of leasing within one year (MNOK 15). The remaining amount consists of accrued interests on the Bond as at 30.06 and MNOK 25 (difference between existing Bond and refinancing package) to be repaid the 19.07.

Proforma Balance sheet

Group Summary		Q2	Q2	YTD
Amounts in NOK million	Note	30.06.2023	30.06.2022	31.12.2022
Intangible assets		44,1	42,3	52,1
Goodwill		782,8	782,8	782,8
Property, plant and equipment		258,2	208,2	210,0
Financial fixed assets		15,3	28,1	14,3
Deferred tax assets		0,0	0,0	0,0
Total non-current assets		1 100,4	1 061,4	1 059,2
Inventory		105,5	78,7	93,9
Accounts receivables from customers		245,8	468,5	261,7
Earned, not invoiced accounts receivables		122,3	92,8	215,9
Other receivables		41,3	32,9	41,9
Cash at bank		184,2	42,2	113,3
Total current assets		699,2	715,1	726,7
TOTAL ASSETS		1 799,6	1 776,5	1 785,8
Share capital		26,7	26,7	26,7
Share premium		240,3	240,3	240,3
Other equity		325,9	294,5	302,3
Non controlling interests		-2,1	-0,6	-0,5
Total equity		590,8	560,9	568,8
Pension liabilities		21,0	18,8	19,3
Deferred tax liabilities		4,4	2,0	0,0
Interest bearing long-term liabilities	4	432,5	647,5	26,1
Total non-current liabilities		98,0	668,3	45,4
Interest bearing short-term liabilities	4	301,8	82,3	680,0
Supplier liabilities		119,5	156,1	133,9
Tax payable		-0,4	7,2	9,4
Social Security, VAT and other taxes		82,7	80,5	83,5
Other short-term liabilities		226,9	199,4	242,7
Warranty liabilities		20,3	21,8	22,2
Total Current Liabilities		1 110,8	547,4	1 171,6
TOTAL EQUITY & LIABILITY		1 799,6	1 776,5	1 785,8

Note 5 – Related party transactions

No related party transactions were conducted in 2nd Quarter of 2023.

Note 6 Operating segments

Beerenberg is organized in two operating segments in order to optimize and focus its business. The Services segment includes business related to the traditional ISS-activity in the group, which is mainly related to major framework agreements, and the Benarx segment which consists of advanced insulation for topside and subsea applications.

Revenue by Segment

	Q2	Q2	YTD	YTD	FY
Amounts in NOK million	2023	2022	2023	2022	2022
Services	582,1	537,8	1 091,9	1 044,7	2 063,7
Benarx	48,8	41,3	94,5	94,0	219,2
Eliminations	-16,1	-14,1	-36,2	-26,7	-61,0
Total	614,9	565,0	1 150,2	1 112,0	2 221,9

EBITDA by Segment

	Q2	Q2	YTD	YTD	FY
Amounts in NOK million	2023	2022	2023	2022	2022
Services	57,9	48,4	100,1	83,6	159,2
Benarx	0,2	2,5	-1,3	1,5	20,9
Total	58,0	50,8	98,8	85,1	180,0

Note 7 – Subsequent events

The bond has been called and repaid. The company has a term loan through Sparebank 1 SR Bank on favorable terms, refer to Note 4 for further details.