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Beerenberg

Annual Report Apr 30, 2023

6527_10-k_2023-04-30_1a1989f9-9af8-4161-843e-d40d50bdfd1b.pdf

Annual Report

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ANNUAL REPORT

2022

Annual report 2022 2

04 Letter from CEO
  • 06 About Beerenberg
  • 08 Vision and values
  • 10 Key figures 2022
  • 12 Executive Management
  • 14 Key highslights 2022
  • 20 Business units
  • 26 Environmental, Social and Governance (ESG)
  • 31 Business ethics and human rights

34 Annual Report and Accounts

  • 36 Corporate governance
  • 39 Board of Directors Beerenberg AS
  • 40 Annual Directors' Report 2021
  • 46 Beerenberg AS Group Group Accounts 2022
  • 86 Beerenberg AS Annual Accounts 2022
  • 97 Declaration by the Board of Directors and CEO
  • 98 Auditor's Report
  • 104 Definition of Alternative Performance Measures

The Beerenberg Group consists of several entities. Unless otherwise stated, references to company and group refers to the entire operation of these entities.

A growing market for tunnel insulations

24 Robotic Painting

New robot technology to resolve complex FPSO maintenance.

32 Increased demand for mechanical services

Beerenberg provides an increasing number of mechanical services as part of the company´s onshore and offshore maintenance portfolios.

  • Acoustic insulation of pedestrian and bicycle tunnels. 16
  • Passive Fire insulation of the Tingstad tunnel in Sweden. 18

Cover: Exchange of thorch at IENOS Rafnes - Photo: Bjørn Helge Rønning

Letter from CEO

The Russian Ukraine invasion has led to an increased pressure on the global energy system, surging energy prices and consequences for energy security, which in turn can accelerate the green transition in Europe. However, oil and gas will continue to be a significant part of the energy mix for many years to come.

It is our responsibility to do what we can to contribute to a green transition. Our contribution is sustainable and energy efficient maintenance solutions that reduce the carbon footprint in a concrete and measurable manner.

We will continue to improve our performance to better serve our clients through investing in people, sustainable developments, and innovative technologies.

Investing in people

We are fortunate to have a highly skilled and engaged workforce at many platforms, onshore plants, facilities, and offices in Norway and abroad.

To ensure a continued supply of qualified employees in an exciting and ever-changing ISS profession, we provide professional development for the new generation ISS workers at our facilities. In 2022 we invested heavily in professional training including surface treatment, a trainee program and management training for foremen and supervisors. Investing in professional development enables us to deliver "Beyond expectations", be a safe and dependable supplier for our customers and a good workplace for our employees.

Investing in sustainability

Sustainability is an integral part of how we make decisions and run our business. While we innovate to reduce waste and emission from our own operations, we also provide sustainable solutions for our customers. Through quality maintenance and

Dear stakeholder,

energy efficient insulation solutions, we ensure sustainability in practice.

The demand for energy-efficient solutions will increase in line with electricity prices and requirements for our clients to meet the new climate targets. The latest IEA report shows that if the targets are to be reached by 2050, 35% of the cuts should be made through energy efficiency. As more industries discover the potential of insulating to save energy costs, the need for ISS services will grow. Like energy efficiency in buildings, optimized insulation of pipes and installations will contribute to far lower energy consumption and CO2 emissions than we have today. We can help our clients achieve their goals in this area, by optimizing insulation where the greatest effect can be extracted. In our experience, a lot can be done with existing technology and by doing things differently.

Investing in technology

Acquiring Remotion in April 2022 strengthened our position as a provider of cost-efficient technological and sustainable surface treatment solutions. Since then, we have increased our use of robotic surface treatment to include new developments such as application of paint. Robotic maintenance is likely to grow as experience and further developments are made, and we aim to be a leading developer of new and effective solutions for complex maintenance work. We see robotics as a tool to enhance sustainability, productivity and safety while it does not reduce the need for competence and experience within the surface treatment craft. Both are required and will develop together.

Investing in new and innovative technological solutions is an important part of our journey to a more sustainable and efficient operation. Focus is on finding solutions that can improve our performance both onshore and offshore and we are working closely with suppliers and partners to discover and adopt new and relevant technologies. We have also invested significantly in professional development which includes adopting new and innovative technologies.

Currently we are working on projects ranging from innovative insulation materials, increased use of 3D printing, new treatment and sealing solutions for pipes, valves, and flanges – addition to increased use of digital solutions to improve and simplify documentation and logging of field work. Our R&D department also develops solutions that are installation-friendly and suitable for automated production, with Benarx All-in-One product – saving up to 60 percent on installation time – as one example.

Safety and security

We are not satisfied with the development within safety in 2022 and have taken steps to ensure that everyone that works in Beerenberg are safe. Ensuring the safety and security of everyone working at and for Beerenberg is a prerequisite for everything we do. Our skilled employees deliver high-quality work for our customers in ever-changing conditions around the world, and it is our responsibility to keep them safe. Our health, safety and environmental initiatives are embedded in a zero accidents philosophy, with HSE as an integrated element in all parts of our business.

We will continue to deliver on our strategy and protect our customers in the harshest conditions on earth and provide sustainable and energy efficient maintenance solutions – to reduce both our company and our clients' carbon footprint.

Arild Apelthun CEO

The demand for maintenance and modification services increased markedly in 2022 and seems to continue in 2023. Energy security concerns in Europe, cost of energy and the age of the installations on the Norwegian Continental Shelf (NCS) are all factors that have had a positive influence on the demand for Beerenberg's services.

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 Poland Sp. z o.o, Beerenberg UK LTD, Beerenberg Korea LTD, Beerenberg Holding (Thailand) LTD, Beerenberg (Thailand) CO., LTD and Beerenberg Singapore PTE. LTD.

The operational activities are organized in Beerenberg Services AS and its subsidiaries. The head office is in Bergen and the group has offices in Stavanger and Skien in Norway, in Poland, UK, South-Korea, Thailand and in Singapore.

Beerenberg AS

NORWAY

Beerenberg Holding AS

NORWAY

Beerenberg Services AS

NORWAY

100%

100%

100%

Beerenberg is a leading supplier of maintnance and modifications services. For more than 40 years Beerenberg has delivered cost efficient solutions to a wide range of industrial enterprises. Our expertise covers the entire life cycle from field studies and newbuilds to maintenance, modification and lifetime extensions. We see it as a duty to challenge conventional thinking in the industry trough innovation and creative solutions – always focusing on improved HSE/Q, sustainability, productivity and consistency.

OUR EXPERTISE COVERS THE ENTIRE LIFE CYCLE

The company shall be inclusive towards individuals, other companies and society as a whole. An open and accommodating attitude shall prevail throughout the group. The company'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 at the company at all levels and in all contexts.

OUR CORE VALUES

Inclusive Innovative Responsible

Our vision commits the corporation and all of its employees to seek solutions that exceed the expectations of the wider world.

Beyond Expectations

OUR VISION

Key figures

Revenue

2 222 MNOK

EBITDA

margin 8.1% 3.1 MILL Hours produced

1 432 Employees 1.4 SIF

Figures in 2022 2021 2020 2019 2018
worked hours 1.4 1.7 2.2 1.0 0.9
worked hours 2.7 3.1 0.9 0.3 0
worked hours 9.1 7.9 2.7 3.9 5.5
Figures in 2022 2021 2020 2019 2018
ORDERS AND RESULTS
Estimated order backlog * MNOK 7 900 7 300 8 300 9 300 9 500
Revenue MNOK 2 222 2 136 1 723 2 210 1 520
Growth in revenue Percent 4.0% 24.0% -22.0% 45.4% -17.9%
EBITDA MNOK 180 216 217 216 97
Ebitda margin Percent 8.1% 10.1% 12.6% 9.8 % 6.4%
EBIT MNOK 98 153 146 142 48
Net Profit MNOK 19 56 46 45 -31
Net margin Percent 0.9% 2.6% 2.7% 2.1 % -2.1%
CASHFLOW AND CAPEX
Cash flow from operating activities MNOK 76 109 88 126 52
Capex intangbible and intangible assets MNOK 37 39 17 52 39
BALANCE SHEET
Equity MNOK 569 546 487 440 394
Equity ratio Percent 31.9% 29.9% 29.0% 23.7 % 24.2%
Net working capital MNOK 131 99 75 73 59
Nwc / revenue ratio Percent 5.9% 4.7% 4.3% 3.3 % 3.9%
Total liabilities MNOK 1 217 1 284 1 189 1 417 1 234
Total assets MNOK 1 786 1 830 1 676 1 858 1 628
EMPLOYEES
Employees 31.12. Number 1 432 1 247 1 203 1 312 1 131
Man years - totally employed at end of year Number 1 913 2 221 1 716 2 002 1 621
Change in total resources employed at end of year Percent -13.9% 29.5% -14.3% 23.5 % -17.0%
Hours produced In thousands 3 075 3 100 2 405 3 431 2 476
Change in hours produced Percent -0.8% 28.9% -29.9% 38.5% -13.8%
HSE
Serious Incident Frequency (SIF) Per million
worked hours
1.4 1.7 2.2 1.0 0.9
Lost time incidents Frequency (LTIF) Per million
worked hours
2.7 3.1 0.9 0.3 0
Total recordable incidents frequency (TRIF) Per million
worked hours
9.1 7.9 2.7 3.9 5.5

*) Estimated order backlog is based on best estimates of frame agreements.

Executive 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 from 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.

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 had positions at Arthur Andersen & Co and Centragruppen. Haldorsen has an economics degree from the Norwegian School of Economics (NHH) in Bergen.

Roger Kjeilen Executive Vice President, Tender

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).

Gro Hatleskog Executive Vice President, 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.

Nils Halvor Berge Executive Vice President, New Build & Modifications 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.

Toni Suomäki

Executive Vice President – Maintenance, Modifications & Operations

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.

Jan Terje Lagos Bøe Executive Vice President, HSEQ & RISK

Jan Terje Lagos Bøe started as EVP HSEQ & Risk in Beerenberg in January 2022. Bøe has experience within several segments of the oil and gas industry. Prior to joining Beerenberg Bøe worked for a period as Quality & Risk manager at Vår Energy on Balder Future, as hired consultant from Aker. Bøe has studied at Western Norway University of Applied Sciences.

Kjetil Stöckel-Kvamme Executive Vice President Technology & Development

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.

Key highlights 2022

Rope Access Techniques

One of the most complex RAT missions

in history

When Beerenberg carried out the torch exchange at INEOS Rafnes' facility in Porsgrunn, it was a historically complex mission. The primary job was to replace two large torches and a flame trap. In addition, 200 meters of vertical steam line were replaced, and then insulated.

The torch tip´s function at the flame tower is to burn up excess gas. Maintenance of the gas burner must be carried out at regular intervals where the torch tip is replaced as a unit. Such assignments require high level of competence to plan, design and execute. Beerenberg has extensive experience with climbing and lifting operations both on and offshore and solve these complex jobs through both planning and

execution.

Digitalization

Digitalization simplifies work and ensures quality

Documenting and logging fieldwork has traditionally been a manual, cumbersome and time-consuming job. Now, with Beerenberg's FieldBuddy application, our foremen and engineers have all data available when and where it's needed. Everything can be done via the tablet, from daily field logs, downloading job packages and uploading images, to signing job package deviations and searching for previously kept daily logs and deviations. Our customers are also satisfied that quality inspections can be registered, documented and signed there and then. The app is continuously being improved and made available for more areas of use in Beerenberg. The goal is to further simplify daily work and increase quality through better registration and automation in the processes.

Decommissioning and complete preparation for lifting the Gyda platform

In connection with the shutdown of the 18 000-tonne Gyda platform, Beerenberg delivered a complex work package where the engineering phase included 3D design, calculations, rigging methods, habitat systems and project-specific solutions for cold cutting. On the platform, Beerenberg provided resources and work within several disciplines for work management, scaffolding, access technology, rigging, habitats, UHT water blasting of surfaces and mechanical services within cold cutting, cutting burning, mobile machining, drilling and dismantling.

Competence

Investing in our employees

In January 2022, we started offering theory courses for all three subjects within ISS– insulation, scaffolding and surface treatment – to motivate more employees to take the theory exam, so that they could proceed to the practice test for the trade certificate. A total of 33 completed the theory exam in 2022 and continued towards trade certificates in their respective subjects. We continue this offering in 2023. To provide our experienced foreign ISS workers an opportunity to take the step towards Norwegian trade certificates, we provided both a theory course in English and Norwegian education for our employees at Mongstad in collaborating with AOF. 86 employees expressed an interest in this offer, which is being rolled out in April/May 2023.

Gyda platform: Under deck scaffolding and habitat solutions for welding of single lift connections / Own developed cold cutting tool from Beerenberg.

Insulation

Effective fire protection in earthquake areas

Beerenberg has supplied fire protection at BP's Tangguh LNG facility in Indonesia. Since the facility is in an earthquake zone, the fire protection must withstand earthquakes. In these areas traditional wet-applied fire insulation can´t be used at the junctions, as it will crack when minor quakes occur since the beams must be able to move during an earthquake. Beerenberg´s Benarx® structural panels, however, allow the beams to move 20-30 mm in both vertical and horizontal directions during an earthquake, are mounted at 150 structural nodes.

Surface Treatment

Robotic surface treatment of ammonia tanks at Herøya

Surface treatment of industrial tanks has traditionally meant extensive manual work during both preparation and implementation. Now, with new robotic solutions from the oil and gas industry, such maintenance can be done more efficiently and sustainable, while reducing challenging and burdensome work for personnel.

  • Today, only parts of the surface treatment are done with the help of robots, but this will increase along with the technological development. Future maintenance will be both more efficient and sustainable, says CEO Arild Apelthun in Beerenberg. The transition will be done with help from the expertise of our professional personnel.

16

Parallel to the new city train tunnel in Bergen, is a unique pedestrian and bicycle tunnel of 3,3 kilometers. The tunnel is one of the longest of its kind and Bybanen Utvikling has invested a lot in ensuring a pleasant environment and video surveillance so that both cyclists and pedestrians feel safe and comfortable, including sound proofing.

Custom made solution

Beerenberg´s acoustic solution was chosen to reduce the noise level from the 10 large fans in the tunnel. The soundproofing is custom made for Bybanen Utbygging and consists of perforated Stainless-steel plates with Super Mat insulation, a thin, non-combustible and hydrophobic insulation mat that has also been tested for fouling and degradation over time.

"This is a great example of how we are using our experience and solutions from the oil and gas industry and adapting them to the needs of the transport and infrastructure market." CEO of Beerenberg, Arild Apelthun

Met all the requirements

The new acoustic solution satisfies absorption class A according to EN-ISO 11654 Acoustics - Sound absorbers for use in buildings - Assessment of sound absorption. In high frequency ranges, the solution is even better than the requirement for class A. The insulation and board materials exceed the minimum fire class A2-s1, d0 in accordance with NS-EN 13501 Fire classification of building products and building components.

The soundproofing material can also be washed and exposed to water without beeing soaked, and potentially allow for fungis and organic growth.

In just a few weeks in December 2022 Beerenberg installed more than 440 acoustic panels in the tunnel.

"The new solution proved to be very efficient to assemble and we could easily adjust for minor challenges on location."

Thomas Henriksen, project manager, Bererenberg

When it opens for traffic in April 2023, the tour through the tunnel will take about 7-8 minutes for cyclists and 30 minutes for pedestrians – and comes with a new station that will become a new, future traffic hub with a transition to buses in all directions.

"We look forward to the opening day and hope the bikers and pedestrians will enjoy the new acoustic environment."

Thomas Henriksen, project manager, Bererenberg

Acoustic insulation of pedestrian and bicycle tunnels

Noise reduction panels from Beerenberg ensure comfortable travel for Bergen locals.

A growing market for tunnel insulations

BEERENBERG´S ACTIVITY OUTSIDE OIL AND GAS

18

The load bearing beams in the first Tingstad tunnel are now insulated with Benarx Epoxy Panels. Chosen for its timesaving benefits, and for easy inspections under the insulation, the custom-made panels allowed for efficient installation, and the Swedish transport authority (Trafikverket) could reopen for traffic only days after it closed.

Responsible for the project in Beerenberg, Slavik Degtyarev, says the team is already preparing for the next phase, with installation of the next batch this summer. "This is an exciting project for us that we hope can lead to similar projects within tunnel and infrastructure markets," says Slavik Degtyarev in Beerenberg.

The Tingstad tunnel is a highway tunnel under the river Göta, connecting Hisingen with the mainland of Gothenburg. The tunnel is part of the E6 route linking Norway with south-west Sweden and has two parallel immersed tubes with three lanes of traffic in each tube. The tunnel has a high traffic load with approximately 125,000 vehicles per day.

Trafikverket is now reconditioning the tunnel's construction to increase its life span, replacing most of the technical installations and taking several measures to reduce the environmental impact as well as increase safety and reduce the consequences of accidents (source: Trafikverket). Beerenberg´s direct client in this project is Peab AB, a construction and civil engineering company headquartered in Förslöv, Sweden.

The Swedish Transport Administration requires access to inspect the load bearing beams every year, which is accomplished by the solution from Beerenberg. "So far, the customer is positively impressed with the results, adds Degtyarev."

Passive Fire insulation of the Tingstad tunnel in Sweden

Beerenberg´s solution allowed for swift installation and reopening of the busy E6 route.

A growing market for tunnel insulations

BEERENBERG´S ACTIVITY OUTSIDE OIL AND GAS

Business units

Beerenberg´s activities are organized in two seratate units, Services and Benarx, and 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.

Benarx®

The Benarx® product series is Beerenbergs' proprietary range of industrialised insulation solutions for passive fire protection and thermal and acoustic insulation.

Engineering

Benarx Engineering department in Beerenberg offers a variety of expertise and services related to insulation product deliveries. The department works with technical insulation solutions for the oil, gas, and chemical industry. Its areas of expertise include thermal insulation, acoustic insulation, and passive fire protection (PFP). The department also engages in design and development of custom built or novel solution to meet client specifications.

SOME OF OUR CLIENTS

AIBEL AKER BP AKER SOLUTIONS ARCHER BMO BOMESC CAMERON CONOCOPHILLIPS COSCO SHIPPING DAEWOO EQUINOR HALLIBURTON HANWHA HYUNDAI KUMHO MITSUI LOTTE CHEMICALS MCDERMOTT MORELD AGILITY MORELD APPLY NORCEM OKEA ONESUBSEA PJOE SAIPEM SAMSUNG SBM SEMBCORP SHELL TECHNIPFMC WINTERSHALLDEA WOOD WOODSIDE ENERGY WORLEYPARSONS WUCHUAN YARA

Services

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

  • Maintenance, Modifications & Operations
  • New Build & Modification Projects

Our services

  • Insulation • Architectual Outfitting
  • Scaffoldin • Technical Cleaning
  • Rope Access Techniques (RAT)
  • Habitat Solutions (Sveisolat®)
  • Surface Treatment • Cold Cutting
  • Technical Cleaning

Services Benarx®

Business units

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

  • Maintenance, Modifications & Operations
  • New Build & Modification Projects

The two main business areas are designed to meet future demand on the Norwegian Continental Shelf and in the petrochemical industry. As well as direct maintenance contracts on installations and plants in operation, Beerenberg 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, Beerenberg also delivers a range of technology-driven additional services whose innovative approach helps to ensure effective, consistent and HSE/Q-friendly operation.

Beerenberg's engineering services are an integrated and extensive experience of studies, FEED, pre-engineering, fabrication engineering and as-built from a number of developments and in stallations in Norway and abroad. The company's expertise includes design, specifications and modelling, technical drawing, working documents, documentation, plans and methods, inspections and other field engineering, and as-built.

Our prefabricated solutions save our clients time and cost on site and reduces HSEQ problems and CUI – thereby reducing the lifetime cost for the insulation.

  • We achieve this by:
  • Making installation-friendly products
  • Developing new products by identifying and combining new and existing insulation materials
  • Actively exploring new materials
  • Seeking sustainable insulation solutions
  • Executing thermal calculations and energy optimalization studies
  • Extensive CUI testing
  • Providing tailor-made solutions for our customers
  • Ensuring Environmental friendlysolutions

As a result, our insulation and fire protection series have a documented life span that far exceeds conventional insulation solutions. We continuously seek to improve our insulation solutions by digitalization, automatization and standardization where possible. Key examples include:

  • The Ordering Portal a web-based user interface where customers can visualize, configure, and order standardized insulation products.
  • Innovation and shift towards remote services provide digitalized surveying and site supervision to reduce travel cost, lead time, and increasing the quality and traceability of the deliveries surveyed.
  • The All-in-One product series, launched in 2021, where complete multilayer thermal insulation systems (with cladding) now are available in one product, saving up to 60% installation time on site.

The company is working with TechnipFMC, One Subsea and other big operators in the sector. Solutions include the use of market-leading materials and installation methods developed in-house.

Scaffolding 583 643 m3

Provides secure access and safe working conditions.

Insulation 76 655 pipes

Saves energy and cuts emission.

The Benarx® product series is Berenberg's proprietary range of industrialized insulation solutions for passive fire protection, thermal and acoustic insulation. 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.

Services has the overall responsibility for Beerenberg'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.

Business units

Surface treatment 190 348 m2

Extends product life and increases durability.

Advanced insulation boxes

5 000

Protection of your assets – high energy efficiency.

Remotion´s latest robot is a complete surface maintenance system where all the sequences are robotic, saving valuable time and resources for FPSOs at sea.

Beerenberg´s Remotion has been awarded a contract by Aker BP for robotic fabric maintenance of the hull on Alvheim FPSO. The contract marks a milestone in the development of a unique robot that can do all surface maintenance work, saving valuable time and resources.

Fabric maintenance of hull surfaces can be demanding when it comes to a FPSOs at sea. The Alvheim FPSO is a floating Production Storage and Offloading vessel that produces crude oil and gas. Crude oil is stored in tanks and transported directly to the shuttle tanker, and Gas is transferred onshore through pipeline.

The offshore operation will start in April 2023.

Collaboration project

The contract is a result of several years with research and development in collaboration with the client. During the development phase, Remotion created a complete system for robotic fabric maintenance where all the sequences are robotic. On Alvheim FPSO, the scope is 5500 m2 with vertical hull surface, where all old coating will be removed, surface profile controlled, and a new three layers coating system will be applied.

Morten Urrang in Remotion is excited about the developments.

"It is fantastic to finally see the results of many years development now that we move on to the operational phase."

CEO of Remotion, Morten Urrang

High efficiency

Traditionally, this is demanding maintenance work that includes both scaffolding and working above open water with strict weather conditions. Based on simulations, the client had estimated 3 m2 of complete system each day, with a total of 5500 m2 to be maintained. With the added need for good weather days in the North Sea, the scope was almost reconned as a Mission Impossible project. With new technology, the project is now aiming for more than 60 m2 per day.

More sustainable

In addition to significantly higher efficiency, the project and the technology also have several other advantages; no emissions of paint residues, contributing to the United Nations Sustainable Development Goals 12 and 14, better HSE profile with robots handling noisy and dangerous tools, less personnel onboard and more precise quality of surface coating. The operation will be carried out by a carefully trained team consisting of personnel from Remotion and Beerenberg.

Maintenance robots in demand

Several other technology projects are also experiencing great interest from returning and potential new clients. The pipe robot system Icarus has been awarded a contract with Equinor in Brazil for work onboard Peregrino B. Equinor has also awarded Remotion a 4-month contract for work onboard Norne FPSO, where will we continue underwater hull maintenance operations.

"We are now working on establishing a solid product portfolio of technology, much is already in place, but some adaptations are being made to better meet the needs we have identified in the market."

CEO of Remotion, Morten Urrang

Robotic painting

New robot technology to resolve complex FPSO maintenance.

The latest Remotion robot is a complete surface maintenance system, where all the sequences are robotic.

Environmental, Social and Governance (ESG)

In 2022 we reinforced our efforts to reduce emission by investing in new technological solutions that help us do so. We acquired a company to further develop robot technology, primarily in use for the surface protections programs. This technology has a proven track record of less emission and waste, and it provides better safety for our operators as it reduces risk for work in heights.

Through the year we have refined the process for measuring emission and waste based on sold surface protections product and services. The results of reduced emission and waste has led to increased customer focus and awareness leaning towards new surface treatment methods. Come 2023 we will continue the work by addressing products and services related to Scaffold.

Cooperation with leading Asian companies has led us in the forefront of efficient insulation technologies for reduced carbon footprint. Other technologies have been tested with success outside the oil and gas industry, as tunnels both for road and light rail have had successful implementation of new insulation technologies, reducing both carbon footprint and urban noise.

Our commitment to ESG and sustainability is founded in our vision of exceeding expectations, creating shareholder and partner value through sustainable commercial operations. We have included "invest in Sustainability" in our corporate strategy. To further reduce our emissions, we focus on improving our operations and engaging our supply chain. How we achieve our results is important. Beerenberg's strong commitment to sustainability How we achieve our results is important. Beerenberg's strong commitment to sustainability How we achieve our results is important. Beerenberg's strong commitment to sustainability

Procurement where selection of electrified equipment was preferred was also part of

last year's investments.

We've increased work with our suppliers and partners to discover and evaluate potential improvements in technology adoption, tools and work methods. Our goals are to increase our rate of technology adoption, in order to improve safety and quality while reducing

Our ESG strategy is centered around three sustainability pillars: sustainable development. sustainable development.

emissions and waste.

We also have ongoing feasibility studies for circular economy with use of innovative

insulation materials.

is applied to everything we do. Sustainability is embedded in our strategy – and many of our primary operations, whether maintenance or insulation products, are inherently about

sustainable development.

ESG pillar

Innovation for reduced emissions and waste Innovasion for reduced emissions and waste Innovasion for reduced emissions and waste

19

is applied to everything we do. Sustainability is embedded in our strategy – and many of our primary operations, whether maintenance or insulation products, are inherently about

ESG pillar

Developing people and providing safety Transparency and governance Developing people and providing safety Developing people and providing safety Innovasion for reduced emissions and waste Developing people and providing safety

19

is applied to everything we do. Sustainability is embedded in our strategy – and many of our primary operations, whether maintenance or insulation products, are inherently about

Transparency and governance Transparency and governance Transparency and governance

ESG pillar

19

How we achieve our results is important. Beerenberg's strong commitment to sustainability

is applied to everything we do. Sustainability is embedded in our strategy – and many of

We innovate to reduce emissions and waste Innovasion for reduced emissions and waste

our primary operations, whether maintenance or insulation products, are inherently about

sustainable development.

ESG pillar

Developing people and providing safety

Transparency and governance

19

Developing people

The development of managers and employees is one of BBS's longterm strategic focus areas, set out in the "Invest in People", one of three pillars in the corporate strategy. In 2022, we focused on surface protection, where we carried out an extensive competence program.

During the year, Beerenberg completed its own recruitment program to develop new generations of professional operators. We further launched a set of initiatives to increase the number of operators with trade certificates. Foremen and supervisors are key resources which has been a prioritized group in the program.

Another central element of "Invest in People" is the development of young managers and talents. An ambitious target was set where we aim to recruit 80% of operational managers from our own ranks, which was nearly on target. 2022 also included a trainee- and an annual award program.

A management program for administrative personnel was run for managers at all levels with special focus on interaction and communication.

HSE

Beerenberg has an absolute zero tolerance towards damage to people, environment or material.

Beerenberg is continuously working to better the security and well-being for the people involved in our projects. Similarly, our products and methods should be as gentle for the environment as possible.

Beerenberg believes that all wounds and work-related illnesses or ailments, as well as damage to materials, environment and reputation can be prevented. We therefore view our HSE work as a necessary long-term contribution to the company´s economy, reputation and future growth. This work also means an indispensable requirement to quality, and a focus which permeates everything we do.

Risk based approach

Risk management is an integrated part of our business processes and decisions. We assess actual and potential adverse impact to human rights and decent work conditions associated with our operations. Beerenberg is an industrial service provider mainly within oil and gas industry, with employees in several countries and many suppliers around the world. Labor, safety and health are considered potential key risks in our industry. We are applying external country ratings for assessment of human rights risk and performing adequate due diligence processes to prevent such risks.

Safe and secure working conditions

Ensuring the safety and security of everyone working for Beerenberg is a prerequisite for everything we do. Our skilled employees deliver high-quality work for our customers in ever-changing conditions around the world, and it is our responsibility to keep them safe. Our health, safety, and environmental initiatives are embedded in a zero accidents philosophy, with HSE as an integrated element in all parts of our business.

Annual report 2022 our primary operations, whether maintenance or insulation products, are inherently about

Human right management

We have performed a systematic, risk-based Human rights due diligence, including assessing the risk of human rights and corruption in the supply chain. Company is also prepared for reporting on the Norwegian Transparency act and the EU taxonomy summer 2023.

Beerenberg has performed self-assessment in the supply chain, together with carrying out regular supplier follow-up meetings and audits.

We carry out continuous training to ensure a high internal ethical standard and have a goal of 90% completion rate.

ESG Operation and management

The Company`s ESG work moved from a project in 2021 to a responsible department for Sustainability. This work is led by Business support under the professional engagement of the department now named Supply Chain and Sustainability. A cross functional team with representatives from all parts of the organization is supporting the work to coordinate respective activities.

The overall responsibility for ESG compliance and performance lies with the Management. Our management team ensures the effective governance of ESG issues in daily operations and informs the Board at every board meeting. An ESG committee/sponsor group has been established to support the monitoring of short- and long-term sustainability activities, targets, and decisions.

ESG Reporting framework

For several years we have reported ESG as part of a digital platform to collect and structure relevant data in "Position Green." In 2022 we decided to strengthen our ESG reporting framework, and the company has been investigating international standards for accurate and accessible reporting, improving the ability to manage ESG targets and set actions. These standards will ensure a better preparedness for the EU regulation to come moving forward.

First out is the Greenhouse Gas protocol, where scope 1 and 2 will be completed in Q2 2023 also including the Companies subsidiaries in Poland, Thailand, Korean and Singapore. Likely to follow are elements to prepare us for the corporate sustainability reporting directive (ESRS), the GRI (Global reporting initiative) and the TCFD (Task Force Climate Related Financial Disclosure).

Beerenberg has had a focus to incorporate ESG as part of the DNA by linking activities, work and result in a sustainable perspective. In our effort to be open and transparent, we have published a number of articles about our ESG activities and improvements.

is applied to everything we do. Sustainability is embedded in our strategy – and many of

We develop people and create a secure work environment Innovasion for reduced emissions and providing safety Transparency and

sustainable development.

ESG pillar

and waste

governance

19

How we achieve our results is important. Beerenberg's strong commitment to sustainability

is applied to everything we do. Sustainability is embedded in our strategy – and many of

We are open and transparent about ESG risks and opportunities Developing people and providing Transparency and governance

our primary operations, whether maintenance or insulation products, are inherently about

sustainable development.

ESG pillar

Innovasion for reduced emissions and waste

safety

Gyda decommissioning and completion of preparation phase. 19

The Beerenberg group's ethical guidelines are designed to ensure that we are acting in compliance with the company's values and principles, in terms of business practices and personal conduct. The guidelines are revised annually and adopted by the group's executive bodies. Human rights are integrated in the Ethical Guidelines. We support and respect all internationally recognized human rights and shall contribute to protect those. In our Human Rights Policy we commit to be in compliance with the Ten Principles of the UN Global Compact including human rights, labour, environment and anti-corruption.

The human rights policy is integrated in the company's values to be responsible and inclusive. In 2022 Beerenberg focused on the implementation of Norwegian Transparency Act (Åpenhetsloven).

Duty to provide information

Any person has the right to information from a company regarding how the company addresses actual and potential adverse impacts uncovered by its due diligence. The right to information includes both general information and information relating to a specific product or service offered by the company. In 2022 Beerenberg established systems and routines for the handling of information requests and have chosen to share this information openly on the company website.

Beerenberg did not receive any formal request for information according to the Norwegian Transparency Act in 2022.

Human Rights Due Diligence

Annual report 2022 How we achieve our results is important. Beerenberg's strong commitment to sustainability is applied to everything we do. Sustainability is embedded in our strategy – and many of our primary operations, whether maintenance or insulation products, are inherently about

In 2022 Beerenberg introduced a new separate Human Rights Due Diligence risk matrix to allocate responsibilities, actions and follow-up plan in order to assess, monitor and report identified risks. This includes a verifiable assessment program in the tender process.

Beerenberg also reviewed the human rights obligations in contract obligations and general terms and conditions.

Beerenberg will report on Due Diligence Assessments according to the Transparency Act. This report will be in

line with OECD's guidelines and UNGP Guidelines and will be found on Beerenberg.com.

Principles on Business and Human Rights.

In 2022 we aimed to have at least 50% of our suppliers with an ESG program, and 80% of our suppliers with signed declaration on ethical guidelines and human right policy.

Employees received training in ethics and human rights through the company's training program also in 2022 with 84% of the employees completed standard trainings in ethics, which includes both e-learning and other tailormade activities such as courses and dilemma training.

Business ethics and human rights

* Benchmark 2020. Scope surface treatment Offshore ** Benchmark 2020. Scope surface treatment Offshore and Onshore *** > criticality level 2

Innovation for reduced
emissions and waste
-- -----------------------------------------------

sustainable development.

ESG pillar

Innovasion for

Developing people

Transparency and

Fokus area: Sustainable materials Sustainable methods Climate action

reduced emissions
and providing
governance
and waste
safety
Key KPIs
Goal
2022
Actual
2022
Actual
2021
Impact on
UN's SDGs
Reduced release of microplastics in connection with surface treatment > 25%** 12% 27%* ANSVARLIG
FORBRUK OG
Reduced CO2 footprint in connection with surface treatment > 10% 13% NA PRODUKSJON
Number of new sustainable technology or solutions tested and adopted > 3 2 4 STOPPE
KLIMAENDRINGENE
Proportion of suppliers with a ESG program*** > 50% 32% NA
How we achieve our results is important. Beerenberg's strong commitment to sustainability
Share of turnover in new and sustainable markets
is applied to everything we do. Sustainability is embedded in our strategy – and many of
> 10% 6.6% 3% LIVET I
HAVET
our primary operations, whether maintenance or insulation products, are inherently about

Developing people and providing safety Fokus area: Safe workenvironment Responsible procurement Attractive workplace

and providing
governance
safety
Key KPIs
19
Goal
2022
Actual
2022
Actual
2021
Impact on
UN's SDGs
TRIF < 3 6.8 7.9 ANSVARLIG
FORBRUK OG
Proportion of sick leave < 6% 7.3% 8.9% PRODUKSJON
Internal recruitment of managers
How we achieve our results is important. Beerenberg's strong commitment to sustainability
> 80% 71% 78% ANSTENDIG ARBEID
OG ØKONOMISK
VEKST
is applied to everything we do. Sustainability is embedded in our strategy – and many of
Proportion of suppliers declaration sigend (ethical guidelines/human
rights policy)***
our primary operations, whether maintenance or insulation products, are inherently about
> 80% 43% NA

sustainable development.

ESG pillar

Innovasion for reduced emissions and waste

Developing people

Transparency and

Fokus area: ESG gouvernance ESG communication Business ethics

governance
Key KPIs
Goal
2022
Actual
2022
Actual
2021
Impact on
UN's SDGs
Report on ESG in quarterly and annual financial reports
19
5 5 NA ANSTENDIG ARBEID
OG ØKONOMISK
Proportion of employees who have completed training in ethics > 90% 84% 79% VEKST
Publish external articles in connection with our quarterly reports 5 10 NA INDUSTRI,
INNOVASJON OG
INFRASTRUKTUR

Transparency and governance Transparency and

sustainable development.

ESG pillar

Innovasion for reduced emissions and waste

Developing people and providing safety

19

32

Major players in the energy industry know the importance of carefully planned maintenance. While turnarounds allow for necessary maintenance and the upkeep of safe and efficient operations, the time window to do so is tight. Having access to qualified personnel with turnaround experience is key to start production without unplanned production loss.

As a provider of high-quality maintenance work, Beerenberg has

invested in mechanical competence. The activity has been high.

"Mechanical services have been in high demand, and we are seeing opportunities for further growth."

VP MMO Ole Christian Thømt

Complex operations

Beerenberg provides a wide range of services during maintenance shutdowns, including insulation, scaffolding, surface treatment, rope access, habitats, and tank cleaning. Mechanical services such as cutting, rig assistance, tank maintenance, grating and habitats make up a large part of the work.

At Statfjord B, 160 cuts were performed with dimensions of up to 30 inches during a pipe replacement programme. With 30 people working in rotation, the pipes were first cut on site before being derigged by crews from Apply and Beerenberg and then lowered onto ships. "Our multidisciplinary employees handle demanding work around the clock, in situations where successful execution requires considerable precision," explains field manager FLX Johan Taavo.

Since aggressive chemicals cause corrosion and leaks on these installations, regular maintenance is necessary. "Flange surfaces on interior tanks become uneven over time, due to rust. They are then resurfaced using Belzona – liquid, hardening steel – to make them completely level and thus prevent damage and leaks," he says.

Increased demand for mechanical services

Beerenberg provides an increasing number of mechanical services as part of the company´s onshore and offshore maintenance portfolios.

34

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.com

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.

Note 2022 2021
26 700 26 700
240 310 240 310
302 324 279 531
-542 -113
16 568 792 546 428
17 19 331 17 322
13, 25, 26 26 095 665 173
45 426 682 495
13, 25, 26 679 968 78 861
133 876 188 014
10 9 364 18 520
83 486 90 967
20, 21 242 688 203 210
19 22 227 21 527
1 171 609 601 099
1 217 035 1 283 594
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

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
(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

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.

Benarx Eliminations Consolidated
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

* 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

Other revenue

-

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
1 365
52
226
34
Statutory audit 1 449
Other assurance services 72
Tax advisory fee (incl. technical assistance with tax return) 161
Other assistance 347
Total 2 029 1 678

The sums stated are exclusive of VAT.

(Amounts in NOK 1 000)
Salaries incl. holiday pay
National Insurance contributions
Pensions
Contract personnel
Other employee benefits
2 022 2 021
866 882 753 676
129 472 112 556
32 798 27 280
453 629 518 866
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 (Amounts in NOK 1 000) 2022
Gains from purchase and sales of own bonds 0 1 571 Tax payable has been calculated as follows
Interest income from bank and other sources 1 568 582 Ordinary result before tax 19 398
Net foreign exchange gains, realised -97 0 Profit/loss in foreign subsidiaries, not included in basis for tax payable -6 460
Net foreign exchange gains, unrealised 5 217 0 Permanent differences 1 849
Change in differences included in the basis for deferred tax assets/liabilitites 27 778
Finance income 6 688 2 153 Basis for tax payable 42 565
Tax payable on the result for the year 9 364
Interest cost bank 1 922 837
Interest cost bond 73 508 68 020 Tax cost is calculated as follows:
Interest cost interest swap -3 111 1 422 Tax payable on the result of the year 9 364
Amortization of refinancing fee 9 134 9 113 Corrections to previous years -11 239
Interest cost leasing 2 628 2 857 Gross changes deferred tax 1 856
Interests from vendors and other interest costs 1 313 1 492 Total tax cost for the year -19
Net foreign exchange losses, realised 0 1 130
Net foreign exchange losses, unrealised 0 -503 Tax payable on the balance sheet has been calculated as follows
Tax payable on the result of the year 9 364
Finance costs 85 393 84 368 Total tax payable 9 364

(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.

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:

2022 2021
(Amounts in NOK 1 000) Capitalized
value
Fair
value
Capitalized
value
Fair
value
Assets carried at amortised cost
Trade receivables 261 679 261 679 306 387 306 387
Cash and cash equivalents 113 289 113 289 193 345 193 345
Total 374 968 374 968 499 732 499 732
Liabilities carried at amortised cost
Loan 650 254 679 758 685 586 725 849
Leasing and accrued interests 55 808 55 808 58 448 58 448
Trade payables 133 876 133 876 188 014 188 014
Total 839 939 869 443 932 048 972 311

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.

Note 18

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) -
(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

* 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

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.

beerenberg.com

Annual report 2022

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

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.

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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.

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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

beerenberg.com

Annual report 2022

In this report some terms are used that are not defined in IFRS, but are terms commonly used by analysts, investors and others in the business sector. Below these terms are defined.

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.

EBITDA

Operating profit (EBIT) + Depreciation and Impairment

EBITDA margin (%) EBITDA / Revenue

EBIT Operating profit (before financial items and taxes)

Operating Margin Operating result / Operating Revenue

Net Margin (%) Net Profit / Operating Revenue

Net working capital Total current assets – Cash at bank / Total short-term liabilities less tax payable

Serious Incident Frequency (SIF) The number of actual and potential unintentional serious incidents per 1 million man-hours worked

Lost Time Injury Frequency (LTIF) The number of fatalities and lost time injuries occurred per 1 million man-hours worked

Total Recordable Injury Frequency (TRIF) Is the number of fatalities, lost time injuries, injuries with alternative work and injuries requiring medical treatment by a medical professional per million man-hours worked

Definition of Alternative Performance Measures

Photo: Beerenberg, Bertil Bargård, Bjørn Helge Rønning, Peab, Remotion Design & production: Apriil Media - apriil.no

BEERENBERG

T +47 55 52 66 00 E [email protected]

Visitors address Kokstaddalen 33 P.O.Box 273 Slåtthaug, N-5851 Bergen, Norway

beerenberg.com

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