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Tekna Holding ASA

Annual Report Apr 11, 2023

3772_10-k_2023-04-11_9a965f10-f2f8-4ec0-bf1f-545e0a2f28f4.pdf

Annual Report

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Annual report 2022

Every particle counts...

Advancing the world one particle at a time…

This is Tekna Shareholder

Management

The magic of Tekna originates in the strong drive of its employees to do better. Better for an earth that is damaged and in desperate need of a green transition.

At Tekna we make tiny particles of advanced materials that enable this transition.

It is through the transformation of the metal supply chain in additive manufacturing, and enabling electrification through the miniaturization of microelectronic components as well as improving the characteristics of a lithium-ion battery that these tiny particles become magical.

And so does the plasma technology that produces them.

CONTENTS ANNUAL REPORT 2022

information

report 2022 CEO letter Board and

Board of Directors'

| 2

Sustainability report Financial Statements

report

Auditors report Contact Information Corporate Governance

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
Contents
This is Tekna Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate
Governance Report
What is plasma?.

4
Business and Location
17
Index
25
Implementation and reporting
on corporate governance
About Tekna
6
Key figures at a glance

7
Market sectors17
Important events in 202218
Consolidated The business
Highlights and important
milestones in 2022
8
Financial review18
Risk factors and risk
Income statement26
Other comprehensive Income
26
Equity and dividends64
Equal treatment of share
Climate footprint

9
management19 Balance sheet
27
holders and transactions with
close associates 64
CEO letter10
Board of Directors and
Research and development20
People and organisation20
Changes in equity
28
Cash flow29
Shares and negotiability
64
General meetings
64
Executive Leadership12
Shareholder Information15
Activities on gender equality
and non-discrimination20
Notes
30-49
The nomination committee
Environmental, Social,
Governance20
Parent company Board of Directors: composition
and independence
Subsequent events, Going Income statement50
Other comprehensive Income
50
Work of the Board of
Directors
concern and Outlook22
Statement from the Board of
Balance sheet

51
Risk Management and Internal
Control
Directors23 Changes in equity
52
Cash flow53
Board remuneration

Tip

If you want to return to this index page, press this icon on the top left corner.

This is Tekna................................ 70 Executive introduction..........71 Highlights 2022 ..................... 74 Climate footprint................... 75 Key indicators......................... 76 Sustainability journey........... 77 Material topics............................ 79 Stakeholders ......................... 79 Materiality analyses..............81 Value chain............................ 82 Focus Areas................................. 83 Enabling customer's impact...84

Circular and sustainable production............................. 86

Resilient and responsible supply chain.......................... 88 Great place to work ............ 89 Ethical business conduct ....91 Restatements and Assurances . 92 Appendix...................................... 93 A: Materiality analysis...............94 B: Sustainability Roadmap....... 95 C: Abbreviations........................101

Sustainability Report Links to separately released reporting

Note: these links lead to websites.

Corporate Governance Report 2022

Human Rights and Transparency Act Report 2022

Remuneration report 2022

GRI Report 2022

Carbon Accounting Report 2022

EU taxonomy Progress Report 2022

TCFD Progress Report 2021 (update expected in 2023)

UN Global Compact CoP (report due June 2023)

Notes .....................................54-58

...59

Corporate Governance Report

on corporate governance
63
The business 63
Equity and dividends64
Equal treatment of share
holders and transactions with
close associates 64
Shares and negotiability
64
General meetings
64
The nomination committee
65
Board of Directors: composition
and independence
65
Work of the Board of
Directors
66
Risk Management and Internal
Control
66
Board remuneration
67
Remuneration for executive
personnel
67
Information and
communication
67
Take-over situations 67
Auditor 68

Management Shareholder information

This is Tekna (continued)

Plasma: The fourth state of matter

For most people, matter surrounding us in everyday life is composed of solids, liquids, or gases. But there is a fourth state of matter: plasma.

Plasma may be less known, but you observe it on a regular basis without even realizing it. Every time you see lightning, electric sparks, fluorescent or Northern lights, or even when you gaze at the stars, you are experiencing illuminated matter in the plasma state. As much as 99.99 per cent of the visible universe is plasma.

"Plasma is an ionized gas, which means that sufficient energy is provided to free electrons from atoms or molecules and to allow both species – ions and free electrons – to coexist. This electron "sea" allows matter in the plasma state to conduct electricity, somewhat like a conductive metal. This is one of the properties that makes plasma so radically different from their gaseous counterpart," explains Richard Dolbec, Program Director Emerging Technologies at Tekna.

Plasma can also be a chemically reactive environment. Take nitrogen, a gas considered as inert under normal conditions. Once ionized in a plasma, nitrogen ions become reactive species that can react and change the nature of elements, forming a metal nitride, for instance.

"Plasma can reach temperatures of about 10,000 degrees Celsius, equal to the temperature at the surface of the sun, and way beyond the hottest flame resulting from fuel combustion, which burns at approximately 3000 degrees Celsius," says Dolbec.

Artificial plasma can be generated in several different ways, but based on a common principle: there must be energy input to produce and sustain it. In fluorescent light bulbs for example, the tube contains a small bit of mercury and an inert gas (typically argon) kept under very low pressure. Electricity flows through the tube when the light is turned on. The electricity acts as an energy source and charges up (or ionizes) the gas. This charging and exciting of the atoms creates glowing plasma inside the bulb, a cold plasma made to emit light we can see.

"This is clearly different from the proprietary plasma core technology developed by Tekna where the heat from the plasma is used for melting and even evaporating metals, aiming at producing advanced metallic powders. Tekna has developed a plasma torch technology that generates plasma by induction with power levels of 400 kW and capable of withstanding temperatures above 10,000 degrees Celsius. Next generation will be engineered to reach up to 2 MW – that is two millions of Watts," says Nicolas Dignard, CTO Plasma Systems.

The Tekna torch consists of a coil wrapped around a confinement chamber through which a gas mixture continuously flows. The coil applies a strong radiofrequency electric fields inside the chamber and thanks to the conductive nature of the plasma, electric energy from the coil is converted into thermal energy in the gas.

"By mastering this very hot environment, Tekna has developed the best powders for additive manufacturing, can produce nanopowders used in microelectronics and energy storage, and can also be used for testing materials used in supersonic conditions," says Richard Dolbec.

"Plasma can reach temperatures of about 10,000 degrees Celsius, equal to the temperature at the surface of the sun, and way beyond the hottest flame resulting from fuel combustion, which burns at approximately 3000 degrees Celsius"

Richard Dolbec

Program Director Emerging Technologies at Tekna

Management

Shareholder information

Board of Directors' report 2022

Financial Statements Auditors report

report This is Tekna CEO letter Board and

Sustainability report Contact Information Corporate Governance

This is Tekna

What is plasma?4
About Tekna
6
Key figures at a glance
7
Highlights and important
milestones in 2022
8
Climate footprint
9
CEO letter10
Board of Directors and
Executive Leadership12
Shareholder Information15

Introducing Tekna

THIS IS TEKNA ANNUAL REPORT 2022

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
About Tekna

Tekna is a global leader in the development, manufacturing and sales of advanced micron and nano powders as well as plasma process solutions.

Since we started in 1990, Tekna has developed a unique and proprietary plasma technology platform for manufacturing micro and nano sized powders for a range of industries. Our business model relies on two revenue streams, both with synergistic effects:

  • Development and sale of plasma systems: We develop and sell plasma systems customized for the purpose of research and development.
  • Development and sale of advanced powders: We develop and operate our own proprietary plasma processes to produce and sell spherical powders and nano powders.

Tekna's is developing the position of its advanced materials in three multi-billion-dollar market verticals.

Tekna is headquartered in Québec, Canada, and has additional offices in France, China, Korea, USA, and seven distributors operating globally (Europe, Asia and North America).

Tekna Holding ASA listed in OSLO 2022

Additive Manufacturing:

Currently our fastest growing segment. Tekna enjoys an estimated 19 per cent market share, up by 6 per cent on main selling products. This global market is on track to outperform, in terms of growth, traditional machining due to improved environmental efficiency, for instance through resource efficiency and speed of availability of parts.

Microelectronics:

We aim to secure industrial scale supply to global tier 1 customers in the microelectronics industry. Nano powders below 100 nm are expected to become the new industry standard for high-end MLCC devices, and Tekna is one of only three producers that can deliver this.

Energy Storage:

Tekna has developed and patented its industrial process to produce high purity spherical silicon nano powder. Nano silicon used in rechargeable batteries could provide electric vehicles with 60 per cent more distance travelled on a single charge. Important industries for our powders are: batteries, electronics, medical, automotive, aerospace and satellites.

Systems | PlasmaSonic:

In the systems business we launched the PlasmaSonic Product line. This wind tunnel simulates hypersonic conditions to enable research for for instance space tourism.

Founded in 1990

Aspiration 2030

carbon neutral

THIS IS TEKNA ANNUAL REPORT 2022 Headquartered in Sherbrooke, QC, Canada

216 employees 90 active patents

3 manufacturing and

| 6 research centers 7 subsidiaries 1 joint venture

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
This is Tekna (continued)
Key figures at a glance Business segments Geography
Revenues
26.9
M CAD
vs 26.8 M CAD in 2021. The Additive
material sales grew by 7%, despite
capacity constraints in production.
Plasma systems, North America 36%
Order backlog
25.0
M CAD
vs 15.3 M CAD in 2021. This is a 64%
going into the new year.
increase providing great momentum Systems PlasmaSonic1
29%
PlasmaSonic wind tunnel
After service and spare parts
Europe 40%
Adj. EBITDA
-12.8
M CAD
vs –4.6 M CAD in 2021. Tekna has taken
immediate and important steps towards
improving profitability and cash position.
Global revenues
26.9
MCAD
Asia / Rest of world 24%
Key financial figures
in CAD million
Revenues (CAD million)
Adjusted EBITDA (CAD million)
2022 2021
26.9
26.8
-12.8
-4.6
n
o
including
ti
u
b
ri
Additive Materials: Micron-sized powder materials
tungsten and tantalum.
Microelectronics: Nano-sized Nickel (sample sales)
71%
Advanced Materials
titanium-, aluminum-, and nickel alloys,
Customer segments
Aerospace
35% 3D Machine OEM2
20%
EBITDA
Net profit / loss
-16.7
-8.7
-22.5
-14.1
st
di
e
Medical Implants Other
Cash balance 11.4
38.6
u
n
e
v
10% 35%
Employees 216
204
e
R
1: Includes after service and spare parts. 2: OEM stands for Original Equipment Manufacturer.

THIS IS TEKNA ANNUAL REPORT 2022

| 7

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information

This is Tekna (continued)

Highlights and important milestones in 2022

The Tekna team has achieved some remarkable results in 2022. Most of these successes and achievements are enablers for our 2023 growth plan.

Record order for PlasmaSonic system

The order signed in November 2022 with a contract value in excess of 9 million CAD is the largest single order in the history of the company.

PlasmaSonic system set up for testing at Tekna plant

Pilot production lines for new materials

+ 2

Tekna has successfully set up two pilot production lines. For nickel nano production in Micro -electronics the capacity is 6 tons. For Energy Storage a silicon-nano pilot line has been developed to produce samples.

Record order backlog

The order backlog amounted to 25 million CAD at the close of the year. This is nearly as high as Tekna's total revenue in 2022.

Uplisting to Oslo Stock Exchange

In 2021 Tekna Holding listed on the Euronext Growth list in Oslo (Norway) and in 2022 it converted its listing to the main list.

ISO13485 and ISO17025

Tekna achieved ISO 13485:2016 certification for its Additive Materials division. This certification establishes that the processes Tekna uses to manufacture its commercial powders meet the highest global standards for medical products. It also successfully accredited its Tekna Plasma Systems laboratory for ISO 17025:2017 which certifies the analytical services in competence of testing and calibration. These certifications add to our quality

Productivity increase in Additive Materials

Tekna has put a tremendous effort into increasing the output for the additive materials production. With the aim to reach 70% improvement a milestone of 40% was reached + 40% by year-end.

First Sustainability report

In 2022, Tekna published its first sustainability report, reporting on the ESG strategy and progress made up to 2021. In this annual report you find the update for 2022.

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
This is Tekna (continued)
Tekna's climate footprint

Tekna is well on its way to having a thorough understanding of the emissions they directly influence. The focus today is on improving our understanding of up- and downstream emissions so we can establish an ambitious and achievable target for that scope.

Our emissions reduction plan is evolving and maturing with the improved awareness of our climate footprint across the value chain. Tekna has set a 50% reduction target on scope 1 and 2 ahead of formally subscribing to the Science-Based Targets initiative.

Energy intensity per kg metal powder produced

Ahead of a full Life Cycle Assessment Tekna wants to provide insights in improvements we are achieving in the energy intensity of our highest selling materials.

Our capacity improvement program increases the productivity of the plasma atomization systems, ie higher output for the same energy. However, the testing to achieve the improvements has impacted our energy intensity in 2022.

| 9

Target for 2030

THIS IS TEKNA ANNUAL REPORT 2022 1 Historical data should not change, but we always revise historical figures if data quality or science has improved. 2: Included only hazardous waste in 2021. 3: Employee Commute not included in 2021. 4: Restated 2022, see Sustainability Report 2022 on restatements.

report This is Tekna CEO letter Board and Board of Directors' report 2022

Financial Statements Auditors report

Sustainability report Contact Information Corporate Governance

CEO letter 2022

An exciting position to be in

I am pleased to present Tekna's annual report for 2022. It was a dynamic year for Tekna, marked by the uplisting of the company to the main list on the Oslo Stock Exchange, several major contracts awarded and further confirmation of the leading position we are developing in the market.

We are thrilled to report that our backlog of orders has increased by 64% to CAD 25 million, with CAD 14 million of those orders being in additive materials. This is the largest backlog we have ever had for both of our current segments and it provides a solid foundation going into 2023.

At Tekna, we are committed to sustainability, and we are pleased to report that our energy intensity per kg produced is 20% better than the 2019 baseline and will continue to improve in 2023. We have committed to ambitious targets and have a plan to deliver on these. We have also signed the UN Global Compact in 2022, showing our commitment to this area. Our vision is to help change the world, one particle at a time.

Our sales team did a fantastic job of getting back on the road after nearly 3-years of covid-related lockdowns. Our customers have gone through their own challenges, and we would like to praise their loyalty and commitment to Tekna. We are working closely with our customers every day to ensure that we continue to meet their needs.

The year was also marked by the invasion of Ukraine. Tekna has operations neither in Ukraine nor in Russia, but a tragedy of such magnitude affects us all. Our thoughts are with the millions of innocent civilians affected by this devastating conflict.

Global leadership in advanced materials

Tekna has been a global leader in advanced materials since 1990, renowned for providing leading edge products to a diverse set of world-class clients worldwide. Tekna's operations are driven by global megatrends, including space exploration and tourism, deglobalization, climate change, digitalization, connectivity, and demography. Our technology and product portfolio are relevant in the market, with additive materials and systems generating revenues today and microelectronics and energy storage developing to follow.

Tekna built a best-in-class reputation with the breadth and quality of its product portfolio as well as with the implementation of dependable infrastructures that are further strengthened year after year. Based on our global sales, distribution and warehousing network, our quality certifications for aerospace, medical and laboratory facilities, our world class IT infrastructures or our governance and management policies, Tekna customers rely on us for delivering quality material, on time, every time.

Luc Dionne, CEO Tekna Holding ASA

"Tekna built a best-in-class reputation with the breadth and quality of its product portfolio as well as with the implementation of dependable infrastructures that are further strengthened year after year."

Sustainability report Contact Information Corporate Governance report This is Tekna CEO letter Board and Management Financial Statements Auditors report Shareholder information Board of Directors' report 2022 CEO letter (continued)

Additive Manufacturing (3D Printing)

Additive materials represent our largest business segment, generating nearly 75% of total revenues this year. More than 80% of these revenues are from recurring customers. We manufacture fine metal powders used in various applications such as additive manufacturing. The aerospace industry accounts for a third of our additive materials deliveries, with another third going to additive manufacturing machine manufacturers. The remaining balance is split between medical applications, consumer electronics, and the automotive industry. We have secured long-term supply agreements with blue-chip customers such as Airbus, delivering hundreds of tons of quality powders in highly regulated industries.

Thanks to our mass customization strategy that allows us to tailor products to specific customer requirements, our metal powders have captured the high-value market, and we are proud to say that more and more customers are turning to Tekna for their additive material needs. Throughout 2022, Tekna continued experiencing rising demand in this segment, further improving the company's position in this market.

Despite capacity constraints in the production, sales continued to grow during the year. Tekna sold out all its production capacity for prime products in additive materials in 2022, and the key to developing sales further is to continue to work with increasing the production capacity. Significant new orders were signed in 2022, indicating that the market is dynamic and shifting from technology validation to scale production with blanket orders and long-term supply agreements. The magnitude of our backlog speaks for itself, and we expect sales to grow into the new year.

Strong demand and high order intake have made capacity expansion a key priority. The additive material capacity increase program made steady progress throughout the year, both through increasing the machine performance and planning for additional machines. Increasing capacity will translate into higher material availability, shorter delivery lead-times and increased sales.

Rebound in the systems market

Our plasma systems segment has two main product lines: the R&D plasma systems and the PlasmaSonic solutions. These machines are typically sold to government and academic institutions for research and development purposes. Two years ago, we introduced the PlasmaSonic solution product line, making us the only company in the world offering a comprehensive portfolio of plasma-based turnkey solutions that allow the reproduction, measurement, and characterization of materials exposed to hypersonic flight and orbital space conditions.

After several years of slow growth in orders, Tekna saw the market for systems rebound in 2022 with several contracts awarded in the second half of the year. We are experiencing a strong pipeline of potential orders in PlasmaSonic systems, and we have further reinforced the sales team with a dedicated office in the US. This segment represents great potential in the coming years, especially for PlasmaSonic solutions.

Microelectronics

In addition to our success in additive manufacturing, we are also making strides in microelectronics. Tekna's nickel nano powder is a key material for the manufacturing of high-end multi-layer ceramic capacitors (MLCC).

The same way we have proceeded in 3D printing, we are collaborating closely with the industry leaders, by pairing our product with their processes to meet the global trend of higher performance MLCC devices.

Our nickel nano pilot line came into operation during the year. Tekna will align the scale-up of production to match customer demand.

Outlook

One top priority in 2022 was improving production capacity to meet the growing demand for additive materials, and we will continue this effort to support the increased sales volumes we see and expect. We will also explore the significant potential in microelectronics while carefully managing cash flow and resources.

Accelerating the path towards profitable operation is another focus area, and we have implemented measures that will deliver year-overyear operating cost reduction. We have taken actions to improve profitability while preserving a sound cash position. At the same time, we are investing to increase production capacity for additive materials by accelerating the manufacturing of three new production units, which are set to come online in 2023. We have also secured a CAD 25 million loan facility from Arendals Fossekompani ASA (AFK) and identified and started implementing actions to improve operational excellence through overhead cost reduction, strict CAPEX priorities, right-sizing the organization, and strategic focus on near-term revenue opportunities.

Finally, I want to thank our employees, customers, and investors for their continued support. We welcome our new hires who arrived during the year, and recognize how privileged we are to have their talent and skills on board. With our strong order backlog, we expect operating revenues and margins to increase during 2023, and we are confident that we will deliver value to our shareholders in the years to come.

Sincerely,

Luc Dionne CEO, Tekna Holding ASA

Management

Shareholder information

Board of Directors and Executive Leadership

Members of the Board of Directors

In the process of uplisting from Euronext Growth to the Oslo Stock Exchange the Board of Directors of Tekna Holding ASA has welcomed three new members improving in value, through knowledge, network, independence and diversity. An

audit committee was also established.

In autumn 2022 Dag Teigland was elected Chair taking the reigns from Morten Henriksen, who resigned early

Responsibilities of the Board of Directors In accordance with Norwegian law, the Board of Directors ("BoD") is responsible for, among other things, supervising the general and day-to-day management of the Company's business, ensuring proper organization, preparing plans and budgets for its activities, ensuring that the Company's activities, accounts and asset management are subject to adequate controls and undertak-

ing investigations necessary to perform its duties.

Dag Teigland 1 (1966)

Chair (2022)

Dag Teigland is CEO of Jordanes. He is a seasoned executive with broad international experience, including in the global metal industry. He has previously held executive management positions in Elkem and been CEO of Holta Invest and Tinfos.

School.

Torkil S. Mogstad (1958)

Director and member of the audit committee (2021)

Torkil Mogstad is Executive Vice President at Arendals Fossekompani ASA since 2015. He has previously held several executive management positions, including CEO at Markedskraft ASA, Director at Icon Medialab Norge AS and Engagement Manager at McKinsey & Company. He started his career in R&D at McDonnell Douglas Aerospace (now Boeing) in the US.

Mr. Mogstad holds several Directorships including AFK Property AS (chair), NSSL-Global Ltd. and Alytic AS. He holds a M.Sc. from NTNU, a SM from MIT and an MBA from the Norwegian School of Management.

1: Mr. Teigland is engaged by Arendals Fossekompani as a senior business advisor with a special focus

on Tekna and, as such, is not to be considered as an independent Chair of the Board.

Barbara Thierart-Perrin (1977)

Director | Independent (2022)

Shares per 31.12.2022: 52000 Shares per 31.12.2022: 52125 Shares per 31.12.2022: 0 Shares per 31.12.2022: 0 Attended board meetings: 5 Attended board meetings: 13 Attended board meetings: 8 Attended board meetings: 7

Barbara Thierart-Perrin is President of Northvolt Systems, a European supplier of sustainable, highquality lithium-ion battery cells and systems with minimal CO2 footprint. An engineer by education, Ms Thierart-Perrin has two decades of experience from the automotive industry, holding senior management positions with Groupe Renault and Nissan Motor Corporation.

She has been based in France, Japan and Sweden, held business P&L responsibility, led global teams and worked extensively in corporate social responsibility.

Anne Lise Meyer (1968)

Director and Chair of the audit committee | Independent (2022)

Anne Lise Meyer is an experienced CEO, chair and board member, with more than 20 years of experience from several management positions. Meyer was previously the CEO of the investment firm Hamang AS, CEO of the Gillette Group Norway and has held several leading positions with Hewlett-Packard and Netcom (now Telia). Ms. Meyer holds several Directorships, both as chair and member of the Board of Directors of Bertel O. Steen Kapital, Pancom AS, and Sissener AS. Meyer holds a Bachelor of Management from the Norwegian School of Management.

2023.

Mr. Teigland is also a board room veteran, serving as member and chair of the Board of Directors of several Norwegian and international companies. He holds a bachelor's degree in finance, an MBA from IESE and AMP from Harvard Business

Shareholder information

Espen Schie took over the CFO position of the Tekna group in early 2023. Mr. Schie brings long-term financial management experience and comes from the role as Vice President of Finance & Controlling at Arendals Fossekompani ASA ("AFK"), Tekna's largest shareholder. Mr. Schie has held several different roles at AFK, was previously CFO at EFD Induction Group and holds a double master's degree in finance from Nova School of Business and Economics (Portugal) and Fundação Getulio Vargas São Paulo School of Eco-

Espen Schie

(2023)

Chief Financial Oficer

Board of Directors and Executive Leadership (continued)

Members of the Executive Leadership Team

The Tekna group Executive Leadership Team ("ELT") consists of seven executives with extensive experience from relevant industries.

One additional member (f) joined for legal affairs and corporate secretary. A new CFO, Espen Schie (m), has joined the company in January 2023. Serge Blackburn, former CFO, remains with the executive leadership team in an advisory role until the end of 2023.

Members of executive leadership team own shares in Tekna Holding Canada Inc., a subsidiary of Tekna Holding ASA. Refer to the Prospectus published in 2022, section 11.3.3 for more details.

Luc Dionne Chief Executive Officer (2021 / 2014)

Luc Dionne has been the CEO of Tekna Holding Canada and its global subsidiaries since 2014 and was appointed CEO of Tekna Holding ASA in 2021. Mr. Dionne has extensive experience from various Directorships and executive management positions in advanced materials research, aerospace, microelectronics and defense. Mr. Dionne served on the Canadian government strategic table for advanced manufacturing and was awarded the Technology Innovation Award from Polytechnic Engineering School.

Shares per 31.12.2022: 0 1 Shares per 31.12.2022: 0 Shares per 31.12.2022: 0

Serge Blackburn Senior Financial advisor (former CFO) (2017)

Serge Blackburn has been the CFO of Tekna since January 2017. Chartered Professional Accountant since 1993, he has over 25 years of experience in various management and finance positions for manufacturing companies. Prior to joining Tekna, he held a position of Vice-President Finance and Investments in Innovatech Sud du Québec, a position of CFO in Plastube Inc and as the Corporate controller for Jyco Sealing Technologies Corp. and Thona Inc. He serves as a member of the executive committee in Imphytek Powders SAS.

1

Sophie Burgaud VP Legal Affairs and Corporate Secretary (2022)

Sophie Burgaud joined Tekna in 2022 as VP Legal Affairs and Corporate Secretary. She has more than 20 years of experience in business law in various jurisdictions around the globe. Within her different roles, Sophie has a wide variety of experience in relation to commercial, corporate and litigation matters for public companies and highly regulated financial and insurance companies. Prior to joining Tekna, she worked for Cogeco, Desjardins, Intact, Gildan and BCF, a law firm. Sophie holds a Master in Contract Law and was admitted to the Paris and Quebec Bar.

Shares per 31.12.2022: 0 (Section continues on the next page.)

BOARD AND MANAGEMENT ANNUAL REPORT 2022 1: Members of ELT own shares in Tekna Holding Canada Inc., a subsidiary of Tekna Holding ASA.

nomics (Brazil).

link Prospectus

Board of Directors and Executive Leadership (continued)

Members of the Executive Leadership Team (continued)

Arina van Oost VP Corporate Strategic Dev. and Innovation (2020)

Arina van Oost joined Tekna early 2020 as VP Corporate and Strategic Development & Innovation. ESG, IR and Corporate Communication are part of her portfolio. She has held several executive positions at ThyssenKrupp ("TK"), including VP GM of its Canadian Aerospace division and Global Head of Marketing and Sales of their Access Solutions division. Further roles included Managing Director in UK, Spain, and Netherlands for companies of TK Elevator.

She holds an eMBA from ESMT and a BSc in International Management.

Shares per 31.12.2022: 0

1

Rémy Pontone VP Sales and Marketing (2016)

Rémy Pontone has been the Vice President Sales & Marketing since Mars 2016; prior to this he held various management positions in sales, business development and product management. Rémy Pontone has 25 years' experience in management, sales, marketing and product development. Prior to joining Tekna he held several int. management and sales positions in five different countries for Johnson Matthey and research and development center of Saint Gobain. Mr. Pontone is graduated engineer in material science and chemical engineering.

Shares per 31.12.2022: 0

1

Etienne Villeneuve currently holds the position of Vice President Operations at Tekna. He has 19 years of experience in several executive management positions, including Vice President Operations at Groupe Parima, Head of Operations and Technical Services at Neptune Wellness Solutions, Operations and Continuous Improvement Director at Conagra Foods. He has experience from several Quality Regulated Businesses like Pharmaceutical and Technologies. He currently serves as a Vice-President of the Board of Directors for Sherbrooke Innopole.

Shares per 31.12.2022: 0

1

BOARD AND MANAGEMENT ANNUAL REPORT 2022 1: Members of executive Management own shares in Tekna Holding Canada Inc., a subsidiary of

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
This is Tekna (continued) Upcoming events
Shareholder information 3 May 2023 Annual General Meeting
Tekna Holding ("Company") aims to be an attrac Uplisting to Oslo Stock Exchange 4 May 2023 24/25 May 2023 Report for Q1 2023
Roadshow in Oslo, Norway
tive investment for shareholders, delivering a An extraordinary general meeting was held in March 2022, which
competitive
return
accelerated growth.
through sustained
and
Tekna Holding ASA. resolved to convert Tekna Holding into a public limited liability com
pany (ASA). The name of the Company was consequently changed to
Option schemes
The Company's share capital as of 31 December 2021 was NOK
250,454,692 divided into 125,227,346 shares, each with a nominal
value of NOK 2.00. The share capital has remained unchanged
Also, as preparation for the uplisting and for the Company to satisfy
the requirements set out in the Norwegian Public Limited Liability Act,
an additional independent Board member, Anne Lise Meyer, was
elected at an extraordinary general meeting in May 2022.
shares. As of 31 December 2022, there were no outstanding options, war
rants or loans giving the right to require the Company to issue
throughout 2022. As part of the Company's work to further advance good corporate Current Authorizations

governance, the Board of Directors subsequently appointed Anne Lise Meyer as the Chair and Torkil Mogstad as a member of the newly

The Tekna share was listed on Oslo Børs, the main list at the Oslo

As of 31 December 2022, Tekna had 4825 shareholders, up from 790 at the end of 2021. Arendals Fossekompani ASA remained the Company's largest shareholder, owning 71.1 percent of the shares. No other shareholder held more than five percent while four shareholders

On 31 December 2022, the closing share price was NOK 5.90 per share, corresponding to a market capitalization of NOK 739 million.

The closing share price on 31 December 2021 was NOK 34.70.

formed Audit Committee.

Stock Exchange, on 1 July 2022.

Shareholder structure

held more than two percent.

Share price and market valuation

In February 2022, Arendals Fossekompani ASA (AFK) allocated shares of Tekna as dividend-in-kind to AFK shareholders to facilitate an uplisting of the Tekna share. The number of shares distributed was 10,953,557, reducing the AFK shareholding from 79.9 percent to 71.1 percent.

The Company's shares are registered in book-entry form with the Norwegian Central Securities Depository under ISIN NO 001 0951577. The account operator of the Company's share register is DNB Bank ASA.

Photo credit: Oslo Børs

investors or contact [email protected].

than 30 June 2023. Link to AGM minutes: www.tekna.com/investors

releases.

Investor Relations

During the 2022 Annual General Meeting ("AGM") the Board of Directors of the Company received the authorization to increase the share capital and to acquire shares of the company. The authorizations remain in force until the AGM of 2023, but in no event later

Tekna wishes to maintain open communications with its shareholders and other stakeholders. Shareholders and stakeholders are kept informed by announcements to the Oslo stock exchange and press

Please refer to the investor relations section of the Tekna website for further information, including contact details: www.tekna.com/

link Tekna.com/investors

link AGM minutes

Board of Directors' report 2022

Tekna Holding ("Tekna" or "company") reported revenues of CAD 26.9 million in 2022, on the same level as the year before despite challenges related to supply chain disruptions and capacity constraints in production. The company secured significant new orders during the year, for both Systems and Additive Manufacturing, indicating a positive shift in the market. This is reflected in the total order backlog of CAD 25.0 million at the end of 2022, a strong 64% increase compared to the previous year. Costs associated with capacity expansion in production and R&D initiatives impacted profitability negatively. The company successfully uplisted to the main list on Oslo Stock Exchange and obtained two ISO certifications.

Business and location

Tekna is a world-leading provider of advanced materials to industry. Tekna produces high purity, micron and nano-sized metal powders for applications such as 3D printing in the aerospace, medical and automotive sectors, as well as optimized induction plasma systems for industrial research and production. With its unique, IP-protected, green plasma technology, the company is well-positioned in the growing market for advanced nanomaterials within the electronics and batteries industries. Building on 30 years of delivering excellence, Tekna is a global player recognized for its quality products and its commitment to its large base of multinational blue-chip customers. Tekna's powder products increase productivity and enable more efficient use of materials, reducing the footprint of its value chain.

The Group currently operates four main business units: Additive Manufacturing, Microelectronics, Energy Storage and Systems (incl. PlasmaSonic ).

Tekna uses proprietary technology to produce and sell spherical powders and nano powders, where Additive Manufacturing serves the aerospace, medical and automotive sectors, Microelectronics will serve consumer electronics, autonomous vehicles, 5G and IoT, and Energy Storage aims to serve the electric vehicles, consumer electronics and electric grid sectors. The Group develops and operates its own plasma systems and sells customized plasma systems for research applications. In the PlasmaSonic business, a subsegment of Systems, it sells wind tunnel solutions for the simulation of hypersonic and orbital flight conditions.

Tekna Holding ASA, a Norwegian public limited liability company, is listed on Oslo Stock Exchange. The Group is headquartered in Sherbrooke, Canada, with subsidiaries and teams based across six offices in Canada (2), France, USA, China and South Korea.

Market sectors

Tekna currently has two reporting lines:

  • Advanced Materials comprised of business segments: Additive Manufacturing and developing businesses Microelectronics and Energy Storage.
  • Systems comprised of PlasmaSonic, R&D/academic research plasma systems and other systems related income.

Advanced Materials

Revenues in Advanced Materials increased by 8 per cent to CAD 18.9 million (CAD 17.5 million in 2021). This represented 70 per cent of the Group's revenues. Throughout 2022, Tekna continued experiencing rising demand for its materials for Additive Manufacturing, further confirming the company's position in this market. Despite capacity constraints in the production, sales continued to grow during the year. Significant new orders have been signed in 2022, indicating that the market dynamics is shifting towards larger and open orders, and long-term supply agreements.

Tekna is also developing in the Microelectronics and Energy Storage segments. Additive Manufacturing along with these two segments follows global game changing megatrends and represent major growth opportunities.

Systems

Tekna has seen the Systems market rebound with several contracts awarded during the year. In October, an order in excess of CAD 9 million was confirmed to deliver PlasmaSonic equipment to a leading aerospace original equipment manufacturer, with delivery planned for early 2024. In January 2023, two more plasma system sales valued at CAD 1.6 million for delivery by end of 2023 were announced.

Revenues in the system segment remained affected by covid related restrictions throughout the year. The year ended at CAD 6.2 million in revenues, compared to CAD 7.9 million in 2021.

All amounts in this document refer to the consolidated financial statements for the Group, unless otherwise stated. The financial statements cover the period from January 1, 2022 to December 31, 2022.

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Board of Directors' report (continued)

Important events in 2022

Uplisting on Oslo Børs

July 1st, Tekna Holding was uplisted to the main list on Oslo Stock Exchange. This further increases the company's visibility in the marketplace and cements its position as a global provider of advanced material solutions. In connection with the uplisting, Barbara Thierart-Perrin and Anne Lise Meyer were elected new independent Board members and an audit committee was established. This secures a highly competent Board with broad and complementary experience and representation.

Capacity upgrade program

Strong demand and high order intake have made capacity expansion a key priority for the company. The additive material capacity increase program has made good progress throughout 2022 despite unforeseen technical challenges. The program aims to increase the machine's performance and to expand with additional machines. Increasing capacity will translate into higher material availability, shorter delivery lead-times and increased sales. The targeted 70% production output increase is expected to be reached in early 2023.

Microelectronics nickel nano pilot line in operation

Tekna's Nickel nano powder is a key material for the manufacturing of high-end Multi-Layer Ceramic Capacitors (MLCC) and the company's strategic development initiatives with customers continued in 2022. Tekna's nickel nano pilot line came into operation during the year. The scale-up of production will be phased to certification by and demand from customers.

Silicon nano pilot line created within energy storage

Global Lithium-ion battery growth is driving the demand for silicon materials. Demand for silicon nano composite is forecasted to grow tenfold by 2030. In 2022, Tekna has implemented a nano-silicon plasma machine, produced samples and continued the dialogue with strategic partners within energy storage. However, until concrete interest from customers Tekna will prioritize the significant opportunities within additive manufacturing and microelectronics over the potential within energy storage.

USA systems sales office establishment

Tekna's Systems business rebounded in 2022 after several years of slow growth in orders. The company is experiencing a strong pipeline of potential orders in PlasmaSonic systems and in 2022 the company reinforced the sales team with a dedicated office in the US. This market represents great potential in the coming years, especially for PlasmaSonic.

Profitability measures and segment focus areas

Tekna has taken important and immediate steps towards improving profitability and cash position in 2023. A roadmap to profitability has been drawn up, emphasizing operational excellence, right-sizing of the organization, strict prioritization of R&D efforts towards Additive materials and Microelectronics and a strategic focus on near term revenue opportunities.

First Sustainability report published

Tekna's powder products increase productivity and enable more efficient use of materials, thereby paving the way towards a more resilient supply chain. In 2022 Tekna published its first ESG report meeting many of the GRI requirements. Tekna has also started the process of reporting on climate-related risk and EU taxonomy. In 2022 Tekna also became a signatory of the UN Global Compact.

ISO certification

Tekna achieved ISO 13485:2016 certification for its Additive Materials division in 2022. This certification establishes that the processes Tekna uses to manufacture its commercial powders meet the highest global standards for medical products. It also successfully accredited its Tekna Plasma Systems laboratory for ISO 17025:2017 which certifies the analytical services in competence of testing and calibration.

Financial review

The Board of Directors believes that the annual financial statements provide a true and fair view of the net assets, financial position and result of Tekna Holding ASA for the year. The company's consolidated financial statements are presented in compliance with International Financial Reporting Standards (IFRS) as adopted by the EU, and the reporting currency is Canadian dollars (CAD).

Profit and loss

Revenue was CAD 26.9 million, similar to CAD 26.8 million in 2021, which represents stable total revenue for the company. EBITDA was negative CAD 16.7 million compared to negative CAD 8.7 million in 2021. Adjusted EBITDA net of non-recurring charges was negative CAD 12.8 million compared to negative CAD 4.6 million in 2021. Tekna had a loss for the period of CAD 22.5 million, compared to a loss of CAD 14.1 million in 2021. Earnings per share were negative CAD 0.17, compared to negative CAD 0.14 in 2021.

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Cash flow

Net cash from operating activities was negative CAD 19.9 million, compared to negative CAD 13.9 million in 2021, with higher operating costs and non-recurring charges being the main contributors. Net cash used for investing activities was CAD 7 million, compared to CAD 28.4 million in 2021. Net cash from financing activities was negative CAD 0.2 million and is mainly related to changes in debts and loans. Cash and cash equivalents at year-end were CAD 11.4 million, compared to CAD 38.6 at the end of 2021.

Financial position

Tekna's financial position at the end of the year showed a long-term debt/equity ratio of 0.10, compared to 0.05 at the end of 2021. Interest-bearing debt was CAD 2.4 million at year-end, while the cash position was CAD 11.4 million and total assets were CAD 75.5 million. Total equity as of 31 December 2022 amounted to CAD 53.4 million. The financial risk is moderated by a loan facility with Arendals Fossekompani ASA ("AFK") and low other debt. The credit risk is regarded as low, given that most customers are large multinational companies.

According to section 3-3 of the Norwegian Accounting Act, we confirm that the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption, and that it is appropriate to make that assumption.

Tekna Holding ASA

The parent company Tekna Holding ASA is a holding company, with limited activity and a few corporate functions. Profit for the year was negative CAD 320.1 million, compared to CAD 0.3 million in 2021. The negative result of the year was due to an impairment of the value of Tekna Holdings Canada Inc. This impairment has no effect on the group consolidated financial statements.

Risk factors and risk management

Tekna's Board of Directors is ultimately responsible for the governance of risk management. Tekna's Executive Leadership Team reporting to the CEO is responsible for implementing and overseeing the application of efficient risk management processes. The employees of the Company are expected to follow the requirements defined in the Company's policies.

Tekna's Board of Directors and Executive Leadership Team conduct risk assessments related to various dimensions and aspects of operations to verify that adequate risk management systems are in place.

As a globally operating organization, Tekna is exposed to risk scenarios ranging from controllable risks, such as raw material price fluctuation, currency fluctuation, market changes, competition or fuel price volatility, to uncontrollable ones such as natural disasters. Supply chain disruptions in terms of lead times and shortages can have a significant impact on the company's business and financial performance.

Labour shortages in the markets where Tekna operates can lead to challenges in retaining and recruiting talent. This could lead to increased pressure on the remaining workforce translating into unfilled client orders, declining competitiveness, a deteriorating product/ service quality and eventually a slower growth rate.

The Company's subsidiary and the operating company of the Group, Tekna Plasma Systems Inc., is currently involved in a dispute with AP&C Advanced Powders & Coatings Inc. regarding competing patent rights for the production of titanium powder in Canada, and more precisely to a specific patent which is part of the same patent type as one of the Group's significant patents. Court proceedings have taken place in the fourth quarter of 2022 and a ruling is expected in the second half of 2023. If the dispute is not resolved in favor of Tekna Plasma Systems Inc., there is a risk that the Group's production and sales of titanium powder in Canada may be restricted, which could have a negative effect on the Group's business operations consisting of relocation to ensure business continuity and the Group's financial position.

The Group's business is subject to price and exchange rate risk. There is no guarantee that the Group will be able to obtain the expected prices for its metal powders and plasma systems, and any change in the market conditions, including in the global technology and powder markets or in a specific regional and/or end markets in which the Group operates, could lead to lower sales prices or volumes of the Group's products and systems.

The most material climate risks in the short and medium term are physical risks in the supply chain and in Tekna's own operations. There is a risk of extreme weather events impacting Chinese suppliers and their ability to supply Tekna with titanium and nickel. Also, higher temperatures put the health and safety of suppliers' workers in China at risk. Physical climate risks might also impact goods transportation. In the medium and long term, physical risks might impact where the company considers establishing new production locations. A more detailed description is to be found in the Sustainability report included in that annual report and available on the company's website from 11 April.

For a full overview of the potential risks and uncertainties relating to the Company's business and the industry in which it operates, please refer to Tekna's Listing Prospectus on Oslo Stock Exchange, dated 30 June 2022.

Research and development

Investments in research and development (R&D) has been an important part of Tekna's strategy to develop new and innovative solutions and is expected to remain an important part of the company's strategy going forward. Tekna has a long-term ambition to invest significantly in R&D. The company's investment in R&D is critical to its near- and long-term goals and today represents 10.2 per cent of its total revenue. In the mid-term, as revenues will be increasing, Tekna expects that this ratio will be at, or around, 5 per cent.

People and organization

The competence of our employees represents a major asset and competitive advantage for Tekna.

At the end of 2022, the Group employed a total of 216 people.

The number of employees were divided across locations as follows:

Norway: 0 (0)
Canada: 179 (173)
France: 31 (26)
China: 4 (3)
Korea: 2 (2)
USA: 0

There were no serious work-related accidents and one lost time injury in 2022. Sick leave was 2.62% per cent in 2022, compared to 2.0 per cent in 2021.

Activities on gender equality and nondiscrimination

Tekna is committed to ensuring that people with different backgrounds, irrespective of ethnicity, gender, religion, sexual orientation or age, have the same opportunities for work and career development at Tekna. Women represented 25 per cent of the Tekna workforce in 2022. Out of 42 managers (managers with employees reporting to them) 24 per cent were female. Tekna aspires to substantially increase the share of female employees and is working through the employee life cycle to see where measures could be implemented to enhance diversity across the organization. To date, Tekna's workforce comprises 22 different nationalities, of which 142 are Canadian and 74 are non-Canadian employees.

Tekna has developed and transitioned its workers compensation system to ensure equality, based on an objective job evaluation method that positions employees on the relative value of their jobs. This system is compliant with the legal requirements prescribed by the Commission for labor standards, pay equity and occupational health and safety (CNESST) of the Province of Quebec. Therefore, the average pay for men and women vary due to differences in job categories and years of service, not because of gender. No gender-based differences exist with regard to working hour regulations or the design of workplaces.

The Remuneration policy on determination of salary and other remuneration for leading persons was approved by the Extraordinary General Meeting in October 2022 and a full disclosure can be found in the separate Remuneration report. Guidelines for remuneration of leading persons are available in the Corporate Governance Policy on the company's website.

Quebec (Canada) has strong legislation on discriminatory harassment in the workplace. In 2021 Tekna implemented its Supplier Code of Conduct and in 2022 the Employee Code of Conduct. Both Codes clearly reject any form of discrimination and emphasize the importance of respect and civility. It also includes a clear process for reporting and dealing with inappropriate behavior.

The Executive Leadership Team has five male and two female members. The Board of Directors has two male members and two female members.

Refer to the GRI report 2022 on the website for further statistical mapping on gender equality (www.tekna.com/esg).

Environmental, Social, Governance

Tekna has prepared a separate report in accordance with Section 3-3 of the Norwegian Accounting Act regarding corporate social responsibility. The report is included in the annual report that will be available on the company's website from 11 April.

The report describes Tekna's performance in areas defined to be of importance to the company. It states the company's goals and targets going forward, and how the company will measure its impact. On the basis of an internal materiality assessment Tekna identified five overarching sustainability topics which the report addresses: ethical business conduct, a great place to work, a responsible and resilient supply chain, strive for circular and sustainable production, and enabling customers' positive impact. Together these five topics form the Tekna framework. The report also addresses external reporting frameworks, such as UN Global Compact (UNGC), EU Taxonomy, Taskforce on

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Climate-related Financial Disclosures (TCFD) and the Science-Based Targets initiative (SBTi) .

Tekna sets high ethical standards, and communication with the outside world is to be open, clear and honest. The company is responsible for ensuring safe and good workplaces in the local communities where it is present. Tekna seeks to create value for society, customers, employees and shareholders.

Environment

Tekna's environmental impact is two-fold. Tekna has a positive environmental impact through developing products which enable a green transition. Tekna produces metal powders for Additive Manufacturing ("AM") that significantly reduce the metal consumption in product manufacturing processes downstream. In the application of AM parts in aeroplanes and vehicles parts are usually lighter and therefore more energy efficient (less weight, less fuel consumption). On the other hand, the company also has an environmental impact from internal business operations such as emissions from employee commutes, business travels, energy consumption at the company's locations and waste generation.

Tekna started climate accounting in 2019 and is continuing to gain insights on its footprint, particularly for up- and downstream GHG emissions (scope 3). For scope 1 and 2 Tekna has already committed to an absolute reduction of 50% by 2030 over 2021. The carbon accounting was updated in 2022 using CEMAsys' digital solution, and a full overview can be found in the separate Carbon Accounting report on the company's website.

The activities covered by the environmental permit as delivered by the Quebec Ministry of Environment, are metallic powders manufacturing and induction plasma systems and auxiliary manufacturing. The manufacturing of both metallic powders and induction plasma systems has relatively low environmental risks. Hazardous waste, mostly from R&D, is stored and treated according to regulations, air emissions are purified when needed, and wastewater is treated before being disposed of. There are low CO2 emissions in our production process.

The production of Nickel nano powder is in the industrialization phase, and risk analyses and mitigating measures are being put in place as the team proceeds in this project.

Social

The Norwegian Transparency Act went into effect in July 2022. Tekna is following the obligations related to this law and will report accordingly. The report will be published on the website of the company: www.tekna.com/esg.

Tekna takes its social responsibility seriously and continues to embed human rights into company-wide governance and compliance programs. Both Employee and Supplier code of conduct addressing the topic are in place. Tekna is working to ensure compliance with fundamental human rights and acceptable working conditions in our supply chains and with their business partners. To further enhance our Supplier assessments, we have signed a collaboration with Factlines AS. Now that travelling is less restricted supplier audits have slowly recommenced.

With suppliers we mitigated (potential) adverse impacts. 80 per cent of Tekna's global spend comes from suppliers based in the EU or NA, which we deem well-governed by legal standards. Of the remaining 20 per cent, approximately 15 per cent is spend on a key raw material, i.e. titanium, supplied by two previously audited manufacturers in China. Both are well-established and delivering regularly to western industries. Stringent Covid lock downs, availability of vaccination and working conditions are a concern to us. The renewal audit with both suppliers is in progress as this report is being written.

We have addressed the issue of tantalum and tungsten, sometimes conflict minerals, by asking our suppliers to certify the provenance of the material.

In addition to ensuring Occupational health and safety Tekna respects the freedom of association and does not accept any form of forced labor, child labor or work-related discrimination. Reference is made to Sustainability and Governance documents available at www.tekna.com.

Governance

Tekna's Board of Directors has the overall responsibility for ensuring that the company has a high standard of corporate governance. The Company's corporate governance model is designed to provide a foundation for long-term value creation and to ensure good control. The Board has adopted a corporate governance policy to safeguard the interests of the company's owners, employees and other stakeholders. The policy describes the company's main principles for corporate governance and addresses the framework of guidelines and principles regulating the interaction between the company's shareholders, the Board of Directors, the CEO and the Executive Leadership Team. These principles and associated rules and practices are intended to increase predictability and transparency, and thus reduce uncertainties related to the business. The company follows the Norwegian Code of Practice for Corporate Governance. The company's practice is largely in accordance with these recommendations. Reference is made to the Corporate Governance Report, which is included in the annual report and will be published on the company's website on 11 April.

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On 10 March 2022 the general assembly of Tekna passed the resolution to convert Tekna Holding AS into a public limited company (ASA). Tekna Holding ASA is organized under Norwegian law with a governance structure based on Norwegian corporate law and other regulatory requirements.

In 2022 Tekna expanded its executive team to include a VP for legal affairs.

Currently, Tekna has four Board members, none of whom are members of the company's management. Two Board members are independent of company management and significant business partners. Two Board members, including its Chair Dag Teigland elected in 2022, have an affiliation with Arendals Fossekompani ASA, Tekna's main shareholder. An Audit Committee was established consisting of one dependent and one independent Board member. Tekna is in the process of creating a Nomination Committee.

The Board members and the CEO are covered by liability insurance. The policy has worldwide coverage, and in addition to financial loss, it provides cover for aggravated, punitive and exemplary damages imposed on the insured, where these are insurable by law.

The company's shares are freely transferable and are not subject to ownership restrictions pursuant to law, licensing conditions, articles of association or similar restrictions.

Subsequent events, Going concern and Outlook

Subsequent events

Arendals Fossekompani ASA, Tekna's majority shareholder, and Tekna have signed an agreement for a CAD 25 million loan facility.

Early January, Espen Schie joined the company as Chief Financial Officer, taking over the reigns from Serge Blackburn who will remain on as Senior Advisor until at least the end of 2023.

Morten Henriksen, former Chair of the Board of Tekna Holding ASA resigned his position of Board member on 18 January 2023 in preparation for a new position outside Arendals Fossekompani ASA.

Going concern

There have been no events to date in 2023, other than the loan agreement, that significantly affect the result for 2022 or valuation of the company's assets and liabilities at the balance sheet date. The Board confirms that the conditions for the going concern assumption have been satisfied and that the financial statements for 2022 have been prepared on the basis of this assumption.

Outlook

In 2023, Tekna anticipates continued growth in its operating revenues and margins, driven by a strong order backlog and an increase in production capacity. The company remains committed to expanding its additive materials segment, which continues to be a fast-growing market with significant revenue potential. Tekna will also be prioritizing opportunities in microelectronics and leveraging its strong position in the market to drive growth.

To increase additive manufacturing powder capacity, Tekna is improving its machine performance and increasing the number of production machines with three new machines in 2023. With the expected increase in capacity, the company will be better equipped to meet rising demand, shorten delivery lead times, and boost sales.

The Systems business is rebounding, and Tekna has a strong pipeline of potential orders. To capitalize on the growth potential in the US market, the company is reinforcing its sales team. In microelectronics, Tekna continues to qualify with customers, and it has initiated discussions with partners in Asia to manufacture nickel-nano powder. The company has also explored opportunities within energy storage but will remain focused on its existing operating segments for the time being.

Tekna's roadmap to profitability includes a focus on operational excellence, right-sizing the organization, and prioritizing R&D efforts towards additive manufacturing and microelectronics. The company will remain strategic in its approach to near-term revenue opportunities.

Tekna has established itself as a technology leader in today's global markets The current environment is characterized by economic uncertainty, geopolitical instability, and an increasing demand for sustainable solutions. The company's strategy, technology, and products have gained significant relevance in these markets, as its customers are increasingly transitioning towards new technology, moving manufacturing closer to markets, and considering more sustainable production processes. Tekna remains committed to addressing these market needs and is poised for continued growth in the coming years.

Finally, the Board would like to express its gratitude to all of Tekna's employees for their dedication and contributions to the company's growth and success.

Management

Board of Directors' report (continued)

Declaration by the Board of Directors and CEO

We hereby confirm that, to the best of our knowledge, the consolidated annual financial statements for 1 January to 31 December 2022 have been prepared in accordance with applicable accounting standards and that the information in the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the company. We confirm that the financial statements give an accurate and fair view of the development, profit and position of the company, as well as a description of the principal risks and uncertainties it is facing.

Arendal, 10 April 2023 The Board of Directors and CEO Tekna Holding ASA This document was electronically signed.

Dag Teigland Chair of the Board Torkil Sigurd Mogstad Member of the Board

Barbara Thierart-Perrin Member of the Board

Anne Lise Meyer Member of the Board

Luc Dionne CEO

Financial Statements

Index25

Consolidated

Income statement
26
Other comprehensive Income
26
Balance sheet
27
Changes in equity
28
Cash flow
29
Notes30-49

Parent company

Income statement
50
Other comprehensive Income50
Balance sheet

51
Changes in equity
52
Cash flow
53
Notes 54-58

Independent Auditor's report.............................................59

Financial Statements Consolidated & Parent Independent Auditor's report

FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT ANNUAL REPORT 2022

Consolidated Financial Statements

Index

Income statement 26
Other comprehensive income
26
Balance sheet
27
Changes in equity
28
Cash flow 29

Parent Financial Statements

Index

Income statement50
Other comprehensive income50
Balance sheet 51
Changes in equity52
Cash flow53

Notes to the Parent Financial Statements

Accounting principles54
Note 2 Remuneration and employee benefits
55
Note 3 Other expenses 55
Note 4 Tax
56
Note 5 Investments in subsidiaries56
Note 6 Cash and cash equivalents57
Note 7 Intercompany balances and transactions
57
Note 8 Financial items57
Note 9 Financial risk57
Note 10 Share capital and shareholder information
58
Note 11 Subsequent events58

Notes to the Consolidated Financial Statements

Organization and accounting principles
30
Note 2 Research and Development
36
Note 3 Revenue from contracts with customers
36
Note 4 Other income
37
Note 5 Remuneration and employee benefits
37
Note 6 Other operating expenses
37
Note 7 Income tax

38
Note 8 Inventories
39
Note 9 Trade and other receivables

39
Note 10 Cash and cash equivalents
40
Note 11 Property, plant and equipment
40
Note 12 Intangible assets41
Note 13 Non-current receivables41
Note 14 Leases 42
Note 15 Trade payables and other current liabilities
42
Note 16 Financial risk and financial instruments 43
Note 17 Borrowings 45
Note 18 Finance items 46
Note 19 Share information 46
Note 20 Earnings per share 46
Note 21 Investment in joint ventures 46
Note 22 Subsidiaries 48
Note 23 Related parties 48
Note 24 Contingent liabilities 49
Note 25 Subsequent events 49

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Consolidated Financial Statements

CAD
1000
Amounts
in
Note FY
2022
FY
2021
Revenues 3 26,889 26,810
Other
income
4 767 486
Materials
and
consumables
used
17,540 14,893
benefit
Employee
expenses
5 16,009 12,733
Other
operating
expenses
6 10,835 8,401
EBITDA -16,727 -8,731
and
Depreciation
amortisation
11
12
3,978 3,742
income/(loss)
Net
operating
-20,706 -12,473
of
from
Share
income
(loss)
associated
companies
and
joint
net
21 -1,510 -1,472
ventures
Finance
income
18 144 400
Finance
costs
18 332 656
Profit/(loss)
before
income
tax
-22,404 -14,201
Income
tax
expense
7 114 -114
Profit/(loss)
for
the
period
-22,517 -14,087
Attributable
holders
of
the
equity
to
company
-21,688 -13,601
Attributable
non-controlling
interests
to
-829 -486
per share
Basic
earnings
20 -0
17
-0
14
Diluted
per share
earnings
20 -0
17
-0
14

Income Statement Other Comprehensive Income

Amounts
in
CAD
1000
Note FY
2022
FY
2021
reclassified
of
Items
that
may be
income
to
statement
Exchange
differences
on translation
of
foreign
operations
that
may be
reclassified
of
Items
income
to
statement
-178
-178
6
6
reclassified
of
Items
that
will
be
income
not
to
statement
differences
of
foreign
Exchange
on translation
operations
- -6,207
reclassified
of
Items
that
will
be
income
not
to
statement
- -6,207
for
of
Other
comprehensive
income/(loss)
the
period
, net
tax
-178 -6,201
for
Total
comprehensive
income/(loss)
the
period
-22,696 -20,288
of
Attributable
equity
holders
the
to
company
Attributable
non-controlling
interests
to
-21,876
-820
-19,802
-486

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Consolidated Financial Statements (continued)

Balance sheet

Amounts
in
CAD
1000
Note 31
12
2022
31
12
2021
Non-current
assets
plant
and
Property,
equipment
11 19,240 16,573
Intangible
assets
12 8,537 9,217
Associated
and
companies
joint
ventures
21 579 1,231
receivables
Non-current
13 5,339 5,598
Deferred
tax
assets
7 - -
Total
non-current
assets
33,696 32,619
Current
assets
Inventories 8 20,592 14,415
Contract
assets
3 167 1,039
Trade
and
other
receivables
9 7,880 5,680
Cash
and
cash
equivalents
10 11,364 38,649
Total
current
assets
40,003 59,783
Total
assets
73,699 92,402
Amounts
in
CAD
1000
Note 31
12
2022
31
12
2021
Equity
Share
capital
and
share
premium
19 494,956 494,956
Other
reserves
-440,934 -419,058
Capital
and
reserves attributable
holders
of
the
to
company
54,022 75,899
Non-controlling
interests
-609 211
Total
equity
53,413 76,109
liabilities
Non-current
Borrowings 17 4,119 3,778
liabilities
Lease
14 1,161 227
Deferred
liabilities
tax
7 - -
Total
liabilities
non-current
5,280 4,005
liabilities
Current
Bank
loan
16 1,197 3,733
Lease
liabilities
14 459 235
Trade
and
other
payables
15 7,852 4,772
Contract
liabilities
3 2,647 1,473
for
Provision
warranties
130 130
Other
liabilities
current
15 2,189 1,744
short-term
Borrowings
portion
17 532 200
Total
liabilities
current
15,006 12,288
Total
liabilities
and
equity
73,699 92,402

Arendal, 10 April .2023

The Board of Directors and CEO of Tekna Holding ASA

This document was electronically signed.

Torkil Sigurd Mogstad

Member of the Board

Barbara Thierart-Perrin

Member of the Board

Anne Lise Meyer Member of the Board Luc Dionne

CEO

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Consolidated Financial Statements (continued)

Changes in Equity

Attributable holders
equity
to
Company
CAD
1000
Amounts
in
Share
capital
and
share
premium
Other
reserves
Total Non
controlling
interests
Total
equity
Balance
1
January
2021
at
14 18,525 18,539 - 18,539
Profit/(loss)
for
the
period
- -13,601 -13,601 -486 -14,087
Other
comprehensive
income/(loss)
- -6,201 -6,201 - -6,201
Share
capital
Arendals
increase
Fossekompani
394,898 -417,781 -22,883 697 -22,186
of
ordinary
shares
for
cash
Issue
100,044 - 100,044 - 100,044
Balance
31
December
2021
at
494,956 -419,058 75,899 211 76,109
Balance
1
2022
January
at
494,956 -419,058 75,899 211 76,109
Profit/(loss)
for
the
period
- -21,688 -21,688 -829 -22,517
Other
comprehensive
income/(loss)
- -187 -187 9 -178
Adjustment - - - - -
Balance
December
31
2022
at
494,956 -440,934 54,022 -609 53,413

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Consolidated Financial Statements (continued)

Cash flow

CAD
1000
Amounts
in
Note FY
2022
FY
2021
flow
from
Cash
operating
activities
profit/(loss)
Net
-22,517 -14,087
and
Depreciation,
amortization
impairment
11
12
3,978 3,742
deferred
Variation
in
taxes
- -
Interest
accretion
on LT
debt
290 258
of
Discounted
value
long-term
loan
-640 -378
FX
variation
on long-term
loan
- -515
from
of
(Gain)/Loss
sales
assets
- -10
of
from
Share
results
associated
companies
and
joint
ventures
1,510 1,472
Total
after
adjustments
profit
before
income
to
tax
-17,379 -9,517
Change
in
Inventories
-6,177 -2,378
Change
other
in
assets
-1,070 -2,773
Change
other
liabilities
in
4,699 790
Total
after
adjustments
to
net
assets
-19,927 -13,878
cash
from
Net
operating
activities
-19,927 -13,878
Cash
flow
from
investing
activities
Proceeds
from
the
sales
of
PPE
- 28
Purchase
of
and
intangible
PPE
assets
11
12
-5,965 -3,637
Other
investing
activities
-816 -1,296
Purchase
of
shares
subsidiaries
in
- -23,480
cash
flow
from
Net
investing
activities
-6,781 -28,385
Amounts
in
CAD
1000
Note FY
2022
FY
2021
Cash
flow
from
financing
activities
Proceeds
from
of
shares
issue
- 100,044
Proceeds
from
of
shares
issue
in
THC
-42 1,331
(decrease)
of
bank
loan
Increase
17 -2,536 3,100
loan
New
17 3,317 17,898
of
loan
Repayment
17 -263 -37,535
of
lease
liabilities
Repayment
17 -874 -226
cash
flow
from
financing
Net
activities
-398 84,612
cash
and
cash
equivalents
Net
increase
in
-27,105 42,348
Cash
and
cash
equivalents
the
beginning
of
the
financial
at
year
38,649 2,537
Effects
of
exchange
changes
on cash
and
cash
equivalents
rate
-180 -6,237
Cash
and
cash
equivalents
end
of
the
period
at
11,364 38,649

Notes to the Consolidated Financial Statements

Organization and accounting principles

Note 1

Organization

Tekna Holding ASA ("Company") is domiciled in Norway, and with the Group's headquarters located in Sherbrooke, Canada. It manufactures products from thermal plasma processes and produces thermal plasma systems. The consolidated financial statements for financial year 2022 include the company and its subsidiaries (as a whole, referred to as the "Group").

The Company was incorporated on 30 June 2020. The Company's audited financial statements for 2022 have been prepared in accordance with International Financial Reporting Standards (IFRS). Following the admission to trading on Euronext Growth Oslo in 2021 and Oslo Stock Exchange per 1 July 2022, the Group has reported consolidated financial statements in accordance with IFRS, with the Company as the parent company, including quarterly financial statements.

Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements. These policies have been consistently applied to the previous year presented, unless otherwise stated.

Basis for preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union and associated interpretations, as well as Norwegian disclosure requirements pursuant to the Norwegian Accounting Act applicable as of 31 December 2022. The consolidated financial statements were approved by the board of directors on 10 April 2023. The company was incorporated on 30 June 2020 but did not have any activity before Arendals Fossekompani ASA ("AFK") increased the share capital by contribution in kind in form of shares in Tekna Holding AS on 11 March 2021. The transaction represents a capital reorganization and is not in scope of IFRS 3 Business combinations. Management has determined that predecessor accounting best reflects the economic substance of the transaction, since AFK's ownership and control is not changed as a result of the transaction. The financial statements are based on predecessor values from Tekna Holdings Canada Inc.'s consolidated financial statements. To be able to provide relevant historical financial information, predecessor accounting is applied retrospectively, and the financial statements are therefore presented based on the assumption that the transaction was completed 1 January 2019 (opening balance for these financial statements). The financial statements have been prepared using the historical cost principle, except for financial instruments at fair value through profit

or loss. The Group recognizes changes in equity arising from transactions with owners in the statement of changes in equity. Other changes in equity are presented in the statement of other comprehensive income. Preparation of financial statements in accordance with IFRS requires the use of assessments, estimates and assumptions that influence which accounting policies shall be applied, and influence recognized amounts for assets and liabilities, revenues, and costs. Actual amounts can deviate from estimated amounts. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognized in the period in which they arise if they only apply to that period. If the changes also apply to subsequent periods, the effect is allocated over the current and subsequent periods.

Accounting policies

The accounting policies applied in the preparation of the consolidated financial statements are described below. In case that subsidiaries have used other principles to prepare their separate annual financial statements, adjustments have been made so the consolidated financial statements are prepared according to common policies.

Principles of consolidation

Business combinations

The acquisition method of accounting is used to account for the acquisition of shares that lead to control over another company. The Group's consideration is allocated to identifiable assets and liabilities. These are recognized in the consolidated financial statements at fair value at the date when control is obtained. Goodwill is calculated when the consideration exceeds identifiable assets and liabilities:

  • The consideration transferred; plus
  • Any non-controlling interest in the acquired entity; plus, any gradual acquisition, the fair value of existing shareholdings in the acquired entity; less
  • Net value (normally fair value) of identifiable net assets included in the transaction

If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase. If the business combination is achieved in stages, the investment changes classification from associated company to subsidiary, the upward adjustment of the existing shareholding at fair value is recognized as a gain in the income statement. A buyout of noncontrolling interests is considered a transaction with owners and does not require a calculation of goodwill. Non-controlling interests for such transactions are adjusted based on a proportionate share of the subsidiary's equity.

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Losses in the parent company's financial statements

When an investment is reclassified from fair value through other comprehensive income to subsidiary or associated company, the investment's carrying amount at the time control or significant influence is obtained is used as recognized cost.

Subsidiaries

Subsidiaries are all entities over which the Group has control. Control exists when the investor is exposed or has rights to variable returns from its investment in the company and when it has the ability to influence the return through its power over the company. To determine the level of control, the potential voting rights that can be exercised or converted must be considered. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

Associated companies

Associated companies are entities where the company and/or the Group has significant influence, but not control over financial and operational management. Significant influence is assumed to exist when the Group has between 20 per cent to 50 per cent of the voting rights in a company. The consolidated financial statements include the Group's share of the profits/losses from associated companies are accounted for using the equity method, from the date significant influence was achieved until it ceases.

Elimination of intercompany transactions

Intercompany transactions, balances and unrealized gains and losses on transactions between group companies are eliminated.

Foreign currency translation

Functional and presentation currency Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). All amounts disclosed in the consolidated financial statements have been rounded off to the nearest thousand CAD units unless otherwise stated. From the date of incorporation, the functional currency of the parent company has been determined to be Norwegian kroner (NOK) due to its ties to Arendals Fossekompani ASA and predominantly NOK financing. With effect from 1 January 2022, the parent company changed its functional currency from NOK to CAD to reflect the Group's current financing, underlying operations and reduced ties to AFK.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses).

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on nonmonetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income.

Group companies

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates, and
  • all resulting exchange differences are recognized in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Revenue recognition

Revenues from contracts with customers

Under IFRS 15, Tekna recognizes as revenue the agreed transaction price in a contract with a customer at the time when the Group transfers the control of a distinct product or service to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods and services. For each performance obligation identified at the inception of the contract, it is separately determined if those performance obligations are satisfied at a point in time or on an over-time basis. Revenue regarding each performance obligation is recognized when that performance obligation is satisfied. Consequently, revenue is recognized in full upon completion of a contract if it includes only one performance obligation or more than one performance obligations that are satisfied at the same time. The Group's main revenues come from the sale of metal powders and delivers plasma systems for powder production of advanced materials. There are several types of customer contracts depending on what the customer needs. Some contracts may include only one type of service while other contracts include two or more types of services, hence the transaction price will be allocated between different types of revenue depending on the performance obligation.

Transaction price - Sale of metal powders

The Group determines the transaction price to be the amount of consideration which it expects to be entitled in exchange for transferring the promised goods and services to the customer, net of discounts and sales related taxes. Sales related taxes are regarded as collected on behalf of the authorities. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated.

Fixed price contracts - Sale of plasma systems for powder production of advanced materials

The Group transfers control of plasma systems over time, and therefore, satisfies a performance obligation and recognizes revenue over time. The asset has no alternative use and the entity has enforceable right to payment for performance completed to date. Revenue from manufacturing and distribution of thermal plasma systems are recorded under the percentage-of-completion method. Under this method, contract income and profits are recognized proportionally with the degree of completion of work when persuasive evidence of an arrangement exists, the sales price is fixed or determinable and collection is reasonably assured. The degree of completion is determined using the cost-to-cost method, which consists in comparing the actual costs incurred with the total expected costs.

Contract balances

Contract balances consist of client-related assets and liabilities. Contract assets relate to consideration for work complete, but not yet invoiced at the reporting date. The contract assets are transferred to trade receivables when the right to payment has become unconditional, which usually occurs when invoices are issued to the customers. When a client pays consideration in advance, or an amount of consideration is due contractually before transferring of the license or service, then the amount received in advance presented as a liability.

Contract liabilities represent mainly prepayments from clients for unsatisfied or partially satisfied performance obligations in relation to licenses and services. Contract assets are within the scope of impairment requirements in IFRS 9. For contract assets the simplified approach is applied, and the expected loss provision is measured at the estimate of the lifetime expected credit losses.

Income tax

Income tax on the profit for the period consists of current and deferred tax. Income tax is recognized in the income statement with the exception of tax on items that are recognized directly in equity or in other comprehensive income. The tax effect of the latter items is recognized directly in equity or in other comprehensive income. Current tax is the forecast tax payable on the year's taxable income at current tax rates at the balance sheet date, and any adjustments of tax payable for previous years less tax paid in advance. Deferred tax liabilities are calculated based on the balance sheet-oriented liability method taking into account temporary differences between the carrying amount of assets and liabilities for financial reporting and tax values. The following temporary differences are not considered: goodwill not deductible for income tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries that are not expected to reverse in the foreseeable future. The provision for deferred tax is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, measured at the tax rates in force at the balance sheet date. Deferred tax assets are recognized only to the extent that it is probable that the asset can be utilized against future taxable results. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax asset will be realized. Tax assets that can only be utilized via group contributions from the parent company are not recognized until the contribution has actually been paid and is recognized in the individual companies.

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Leases

The company's and the group's leases consist mainly of office space, machines, cars, IT equipment and other office machines. Assets and liabilities arising from a lease are initially measured on a present value basis.

Right-of-use assets are measured at cost comprising the following:

  • the amount of the initial measurement of lease liability
  • any lease payments made at or before the commencement date less any lease incentives received
  • any initial direct costs, and restoration costs.

Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable
  • variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date
  • amounts expected to be payable by the group under residual value guarantees
  • the exercise price of a purchase option if the group is reasonably certain to exercise that option,
  • and payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the lessee's incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand and deposits held at call with financial institutions.

Trade receivables

Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance. See note 9 for further information about the group's accounting for trade receivables.

Inventories

Raw materials and stores, work in progress and finished goods are recognized at the lower of cost and net realizable value. Net realizable value is the estimated sales price in ordinary operations, less the estimated costs for completion and sales costs. Cost is based on an average historical cost for raw material and includes costs incurred upon procurement of goods and the costs of bringing them to their present condition and location. For finished goods and work in progress, cost is calculated as a share of the indirect costs based on normal utilization of capacity.

Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments consist of investments in debt and equity instruments, trade and other receivables, cash and loans, trade payables and other debts.

Trade and other receivables that fall due in less than three months are not discounted. Non-derivative financial instruments are measured on initial recognition at fair value plus any directly attributable transaction costs. After initial recognition, the instruments are measured as described below.

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Interest-bearing loans are valued at fair value less transaction costs on initial recognition in the balance sheet. Instruments are subsequently measured at amortized cost, with any differences between cost and redemption value recognized over the term of the loan as part of the effective interest rate.

Financial assets are derecognized when the contractual rights to the cash flows from an asset expire, or when the Group has transferred the contractual rights in a transaction where the risk and return of ownership of the financial asset have substantively been transferred.

Financial assets classified as held for trading

A financial instrument is classified at fair value through profit or loss if it is held for trading. The instrument is measured at fair value and the changes in fair value are recognized in the income statement.

Other

Other non-derivative financial instruments are measured at amortized cost less any impairment losses.

Property, plant and equipment

The depreciation methods and periods used by the group are disclosed in note 11. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is group policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

Intangible assets

Other intangible assets and development

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognized as intangible assets where the following criteria are met:

  • it is technically feasible to complete the product so that it will be available for use
  • management intends to complete the product and use or sell it
  • there is an ability to use or sell the product
  • it can be demonstrated how the product will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the product are available, and
  • the expenditure attributable to the product during its development can be reliably measured.

Directly attributable costs that are capitalized as part of the product include employee costs and an appropriate portion of relevant overheads. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use.

Development expenditure that does not meet the criteria above are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

Amortizations methods and periods Refer to note 12 for details about amortization methods and periods used by the group for intangible assets.

Trade and other payables

These amounts represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 60 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

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Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Pensions

For defined contribution plans, the group pays contributions to publicly or privately administered pension plans. The group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

Share-based compensation

For share-based compensation by equity instruments granted that do not vest until the employee completes a specified period of service, it is assumed that the services to be rendered as consideration for the equity instruments will be received in the future, during the vesting period. Such services are accounted for as they are rendered by the employee during the vesting period, with a corresponding increase in equity.

Government Grants

Government grants are recognized when there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. The grants related to an expense are presented as other revenues, not against the expense. The grants related to fixed assets or intangible assets are recorded against the cost on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is presented in the statement of financial position by deducting the grant in arriving at the carrying amount of the asset. The grant is recognized in the income statement over the useful life of a depreciable asset as a reduced depreciation.

Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognized as a deduction, net of tax, from the proceeds. On the repurchase of treasury shares, the purchase amount including directly attributable costs are recognized as a change in equity. Purchased shares are classified as treasury shares and reduce total equity. When treasury shares are sold, the received amount is recorded as an increase in equity, and the subsequent gain on the transaction is recognized in share premium.

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

Earnings per share

Basic earnings per share is calculated by dividing:

  • the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares by
  • the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 20).
  • Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
  • the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
  • the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

Segment information

The Chief Operating Decision Maker (CODM) assesses the financial performance and position of the Group and makes strategic decisions. The internal financial reporting to the CODM is on a consolidated basis. As a result, the Group has only one reportable segment. The CODM is identified as the Board of Directors.

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Note 2 Research and development

Amounts
in
CAD
1000
2022 2021
Salaries 1,850 1,776
Materials
and
other
costs
1,135 1,021
&
credits
R
D
Tax
-253 -249
Research
and
Development
costs
2,732 2,548
development
capitalized
Less:
-532 -782
Research
expensed
2,200 1,766
Note 3 Revenue from contracts with customers
Accounting principles and information related to external customers are described in the Accounting Princi
ples. There are no customers that represent 10 per cent or more of the Group's total revenues on an annual
basis.
Disaggregation of revenue from contracts with customers

Note 3 Revenue from contracts with customers

Disaggregation of revenue from contracts with customers

2022
Amounts
in
CAD
1000
Systems
&
Equipment
Materials Spare
parts
Other Total
recognized
Revenue
a point
in
time
at
- 18,909 1,521 222 20,652
recognized
Revenue
over time
6,238 - - - 6,238
from
external
Revenue
customers
6,238 18,909 1,521 222 26,889
Contribution
margin
2,794 5,677 657 222 9,350
Contribution
margin
%
44.8% 30
0%
43
2%
100
0%
34
8%
from
external
Revenue
customers
specified
per geographical
area:
North
America
1,608 7,204 760 111 9,684
Europe - 9,827 760 111 10,698
Asia 4,629 1,878 - - 6,507
Total 6,238 18,909 1521 222 26,889
2021
Amounts
in
CAD
1000
Systems
&
Equipment
Materials Spare
parts
Other Total
recognized
Revenue
a point
in
time
at
recognized
Revenue
over time
-
7,931
17,492
-
974
-
414
-
18,879
7,931
from
external
Revenue
customers
7,931 17,492 974 414 26,810
Contribution
margin
Contribution
margin
%
4,440
56
0%
6,368
36
.4%
545
56
0%
151
36
.4%
11,503
42
9%
from
external
Revenue
customers
specified
per geographical
area:
North
America
4,354 6,726 487 207 11,774
Europe
Asia
-
3,577
8,159
2,606
487
-
207
-
8,853
6,183
Total 7,931 17,492 974 414 26,810

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Note 4 Other income

Accounting principles and information related to grants and other income are described in the Accounting Principles.

Disaggregation of other income

CAD
1000
Amounts
in
2022 2021
Grant 755 476
Gain/loss
disposals
12 10
Other - -
Other
Income
767 486

Note 5 Remuneration and employee benefits

Amounts
in
CAD
1000
2022 2021
Salaries 16,903 13,965
Social
contributions
security
2,721 2,175
Pension
costs
438 364
Other
benefits
738 434
Capitalized
as development
, inventories
etc.
-4,791 -4,206
benefit
Total
employee
expenses
16,009 12,733
number
of
full
employees
Average
time
219 190

Note 6 Other operating expenses

Amounts
in
CAD
1000
2022 2021
buildings
Maintenance
equipment
&
831 750
Marketing
, travel
and
representation
costs
1,616 1,039
Consultants
and
professional
fees
5,717 3,841
IT
costs
1,482 2,036
Manufacturing
overhead
costs
1,189 734
Total
operating
expenses
10,835 8,401

Remuneration to auditor

Amounts
in
CAD
1000
2022 2021
audit
Statutory
374 254
Other
assurance services
261 60
advisory
Tax
30 16
Other
non-audit
services
22 -
Total
auditor
remuneration
to
687 330

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Note 7 Income tax

Amounts
in
CAD
1000
2022 2021
Tax
payable
on ordinary
income
114 -114
for
Adjustment
previous
years
-
Current
tax
expense
114 -114
Deferred
tax
expense
- -
Total
the
expense in
income
tax
statement
114 -114
of
effective
Reconciliation
tax
rate
Profit
(loss)
before
/
income
tax
-22,404 -14,201
based
ordinary
Tax
on current
tax
rate
-5,937 -3,763
Effect
of
non-deductible
expenses
29 375
Effect
of
unrecognised
loss
carryforward
tax
5,908 3,274
Effect
of
changed
for
previous
tax
assessments
years
114 -
Total
tax
expense
114 -114
Effective
tax
rate
-0
51%
0
80%
2022 Assets Liabilities Net
assets
plant
and
Property,
equipment
- -208 -208
Intangible
assets
- -1,216 -1,216
Other
items
719 - 719
carryforward
Tax
loss
25,254 - 25,254
Unrecognised
tax
assets
-24,549 - -24,549
carryforward
Recognised
loss
tax
705 - 705
Deferred
asset/liability
tax
1,424 -1,424 -
Offsetting
of
and
liabilities
assets
deferred
asset/liability
Net
tax
1,424 -1,424 -
2021 Assets Liabilities Net
assets
Property,
plant
and
equipment
- -200 -200
Intangible
assets
- -1,883 -1,883
Other
items
-668 -668 -1,336
carryforward
Tax
loss
9,767 - 9,767
Unrecognised
tax
assets
-6,348 - -6,348
carryforward
Recognised
loss
tax
3,419 - 3,419
Deferred
asset/liability
tax
2,751 -2,751 -
Offsetting
of
and
liabilities
assets
-2,751 2,751
deferred
asset/liability
Net
tax
- - -

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Note 8 Inventories

Inventory stock

Amounts
in
CAD
1000
2022 2021
materials
Raw
10,840 5,258
Work
in
progress
712 455
Finished
goods
9,039 8,702
after
for
Total
inventories
(net
provision
obsolescence)
20,592 14,415

Note 9 Trade and other receivables

Trade receivables

Amounts
in
CAD
1000
2022 2021
from
Trade
receivables
with
contracts
customers
5,676 3,727
allowance
Loss
-42 -26
Total 5,634 3,701

Provision for obsolescence related to finished goods

Amounts
in
CAD
1000
2022 2021
Balance
1
january
at
3,648 2,716
recognised
during
the
New
provisions
year
2,218 938
reversed
Provisions
-871 -6
Balance
December
31
at
4,996 3,648

Write-down *

Amounts
in
CAD
1000
2022 2021
Balance
1
january
at
-26 -
write-downs
recognised
during
the
New
year
-38 -26
Write-downs
reversed
22 -
Balance
31
December
at
-42 -26

*For more information about credit risk and write-downs, see note 16

Provision slow moving

When producing powder of a specific alloy, the process generates a distribution of size fractions, which are dedicated to various markets and applications. Some of the size fractions could accumulate in inventory, depending on the demand and on the level of market penetration. A provision for slow moving inventory is recorded by Tekna following a periodic review of historical sales data for each fraction as well as the growth rate of sales and order intake. The provision could fluctuate depending on the level of inventory and the historic performance of sales.

Other receivables

Amounts
in
CAD
1000
2022 2021
Indirect
Receivable
Tax
599 565
Refundable
deposit
on Raw
mat
703 453
Grant
and
credit
receivable
Investment
tax
440 444
Prepaid
Expenses
505 517
Total 2,246 1,979
Total
trade
and
other
receivables
7,880 5,680

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Note 10 Cash and cash equivalents

Amounts
in
CAD
1000
2022 2021
Total
cash
bank
at
11,364 38,649
Restricted
cash
- -

Note 11 Property, plant and equipment

Amounts in CAD
1000
Vehicles,
machinery,
equipment
Buildings
and
land
RoU
assets
Total
ended
31
December
2021
Year
Cost
1
January
2021
at
17,512 9,929 1,132 28,573
Additions,
of
credits
&
Translation
adjustments
net
tax
1,429 1,953 - 3,382
Grants -402 -71 - -473
Disposal -110 - - -110
December
Cost
31
2021
at
18,429 11,811 1,132 31,372
Accumulated
depreciation
1
2021
January
at
8,539 3,076 475 12,090
Depreciation 1,288 1,287 226 2,801
Disposal -92 - - -92
Accumulated
depreciation
December
31
2021
at
9,735 4,363 701 14,799
December
Carrying
31
2021
amount
at
8,694 7,448 431 16,573
Amounts in CAD
1000
Vehicles,
machinery,
equipment
Buildings
and
land
RoU
assets
Total
ended
31
December
Year
2022
Cost
1
January
2022
at
18,429 11,811 1,132 31,372
Additions,
of
credits
Translation
adjustments
&
net
tax
3,830 758 1,983 6,571
Grants -1,059 -109 - -1,168
Disposal - - - -
Cost
31
December
2022
at
21,200 12,460 3,115 36,775
Accumulated
depreciation
1
January
2022
at
9,735 4,363 701 14,799
Depreciation 1,414 569 823 2,806
Translation
adjustments
-43 -28 1 -70
Accumulated
depreciation
December
31
2022
at
11,106 4,904 1,525 17,535
Carrying
31
December
2022
amount
at
10,094 7,556 1,590 19,240

Property, plant and equipment is recognized at historical cost less depreciation. Depreciation is calculated using the straight-line method over their estimated useful lives as follows:

Asset Period
Building 25 years
Equipment incl. development cost 5-8 years
Mobile infrastructure incl. development cost 25 years
Permanent systems incl. development cost 10 years
RoU assets 5-8 years

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Note 12 Intangible assets

CAD
1000
Amounts
in
Technologies and
licenses
IP
Development Total
ended
31
December
2021
Year
Cost
1
January
2021
at
10,767 4,393 1,837 16,997
Additions,
of
credits
net
tax
- 327 455 782
Grants - -31 -24 -55
December
Cost
31
2021
at
10,767 4,689 2,268 17,724
Accumulated
amortization
1
January
at
2021 5,384 2,099 83 7,566
Amortization 718 149 74 941
Disposal - - - -
Accumulated
and
amortzation
December
impairment
31
2021
at
6,102 2,248 157 8,507
December
Carrying
31
2021
amount
at
4,666 2,441 2,111 9,217
Amounts
in
CAD
1000
Technologies and
licenses
IP
Development Total
Year
ended
31
December
2022
Cost
1
January
2022
at
10,767 4,689 2,268 17,724
Additions,
of
credits
net
tax
- 311 221 532
Grants - -22 -23 -45
Cost
31
December
2022
at
10,767 4,978 2,466 18,211
Accumulated
1
amortization
January
at
2022 6,102 2,248 157 8,507
Amortization 718 259 190 1,167
Disposal - - - -
Accumulated
and
amortzation
December
impairment
31
2022
at
6,820 2,507 347 9,674
December
Carrying
31
2022
amount
at
3,948 2,471 2,119 8,537
useful
Estimated
lives
15
years
15
years
10
years

Intangible assets are recognized at historical cost less amortization. Amortization is calculated using straightline method to allocate the cost over their estimated useful lives. Intangible assets with definite useful life consists of acquired technology, internally generated intangible assets arising from development costs as well licenses for software. Useful life varies between four and ten years.

If there are indications of impairment for the intangible assets with defined useful life, an impairment test is performed. For 2022, there are no such indications.

Development cost is recognized as an asset when it is identifiable and the company has the power to obtain the future economic benefits following from the underlying resource and to restrict the access of others to those benefits.

Note 13 Non-current receivables

CAD
1000
Amounts
in
2022 2021
employees
Loan
to
933 1,331
R&D
Tax
Credit
Receivable
4,406 4,267
Total
receivables
non-current
5,339 5,598

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Note 14 Leases

This note provides information for leases where the group is a lessee.

Amounts recognised in the balance sheet

The balance sheet shows the following amounts relating to leases:

Amounts
in
CAD
1000
2022 2021
Total
right-of-use
assets
1,590 431
lease
liabilities
Current
459 235
lease
liabilities
Non-current
1,161 227
Total
lease
liabilities
1620 462

Amounts recognised in the statement of income

The statement of income shows the following amounts relating to leases:

Amounts
in
CAD
1000
2022 2021
Total
depreciation
charge
right-of-use
assets
823 226
Interest
expense
77 29

The group has no variable rate leases. Expenses in the statement of income related low value leases are immaterial to these financial statements.

Note 15 Trade payables and other current liabilities

Amounts
in
CAD
1000
2022 2021
Trade
payables
7,852 4,772
Other
liabilities
current
2,059 1,744
Total 9,911 6,516

Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

Specification of other current liabilities

Amounts
in
CAD
1000
2022 2021
Accrued
expenses and
other
liabilities
current
2,059 1,744
Total 2,059 1,744

The accrued expenses include restructuring fees for an amount of CAD 150 thousand.

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Note 16 Financial risk and financial instruments

This note explains the group's exposure to financial risks and how these risks could affect the group's future financial performance. Current year profit and loss information has been included where relevant to add further context.

Tekna operates on an international level, and produces spherical powders and nano powders, and delivers plasma systems for powder production of advanced materials. The Group's metal powders and plasma systems are produced for and delivered to a number of industrial sectors, such as aviation, aerospace, medical, mining and drilling, energy storage and microelectronics, and are delivered to its customers worldwide. The Group is headquartered in Canada and operates manufacturing centres in Canada and France, as well as sales and distribution offices in China and South Korea.

COVID-19

Signs are positive that the COVID19 pandemic is coming to an end. However, should the situation persist, absenteeism and quarantines could continue to affect Tekna's own day-to-day operations as well as its supply chain performance. The opportunities to market its systems depend highly on tradeshows, which have frequently been cancelled due to the pandemic.

Climate risk

The most material climate risks in the short and medium term are physical risks in the supply chain and in Tekna's own operations. There is a risk of extreme weather events impacting Chinese suppliers and their ability to supply Tekna with titanium and nickel. Also, higher temperatures put the health and safety of workers in China at risk. Physical climate risks might also impact goods transportation. In the medium and long term, physical risks might impact where the company considers establishing new production locations.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk.

Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Currency risk arises when financial assets or financial liabilities are denominated in a currency other than the Company's functional currency. The foreign exchange rate risk for the Group relates to the fact that the Group's business transactions, operations and sales are made in several currencies, including Canadian dollar (CAD), U.S dollar, euro, Chinese Yuan, Indian rupee, South Korean won. Unfavourable fluctuations in exchange rates could have an adverse effect on the Group's business, financial positions and profits.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its fixed and floating interest rate financial instruments. Fixed interest rate instruments subject the Company to fair value risk, while floating rate instruments subject it to cash flow risk.

As at December 31, 2022, the Company's exposure to interest rate risk is as follows:

Cash: Floating rate
Accounts receivable: Non-interest bearing
Bank loan: Floating rate
Accounts payable and accrued liabilities: Non-interest bearing
Obligations under capital leases: fixed rate of 3,31%
Long-term debt: Floating rate on loans totalling CAD 1,1m and
non-interest bearing on other loans

Price risk

The Group's business is subject to price risk. There is no guarantee that the Group will be able to obtain the expected prices for its metal powders and plasma systems, and any change in the market conditions, including in the global technology and powder markets or in a specific regional and/or end markets in which the Group operates, could lead to lower sales prices or volumes of the Group's products and systems. If expected prices for products and systems are not obtained or the Group experiences lower sales volumes, this may adversely impact the Group's business, financial position and profits.

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Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with its financial liabilities. The Company is exposed to liquidity risk mainly in respect of its accounts payable and accrued liabilities, and long-term debt.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. The group maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the group's liquidity reserve (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows.

The committed credit facilities may be drawn at any time, subject to a limit of USD \$0,75 million and CAD \$4 million and may be terminated by the bank without notice.

The group's main interest rate risk arises from the bank credit facilities, which expose the group to cash flow interest rate risk. At year end all bank credit facilities are using base rate +2% as fixed rate. The amounts are carried at amortised cost.

2022 Carrying Contractual 6 months 6 to 12 1 to 2 2 to 5 Over 5
Amounts in CAD 1000 amount cash
flows
or less months years years years
Lease liabilities 1,620 1,838 337 320 526 655 -
Trade
and
other
payables
7,852 7,852 7,852 - - - -
Bank
loan
1,197 1,197 1,197 - - - -
Borrowings 4,651 8,050 462 461 790 2,607 3,730
2021 Carrying Contractual 6 months 6 to 12 1 to 2 2 to 5 Over 5
Amounts in CAD 1000 amount cash
flows
or less months years years years
Lease liabilities 462 489 126 126 142 94 -
Trade
and
other
payables
4,772 4,772 4,772 - - - -
Bank
loan
3,733 3,733 - 3,733 - - -
Borrowings 3,978 7,139 154 263 728 2,083 3,911

Credit Risk

Trade receivables

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments which potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company's cash is maintained at major financial institutions; therefore, the Company considers the risk of non-performance of this instrument to be remote. In addition, the Company has provided for this risk through the allowance it has taken on its accounts receivable. No trade receivables mature beyond one year. To mitigate the credit risk on trade receivables, the group is following up credit risk on a regular basis and require down payments and letters of credit to cover the value of the systems contracts signed with its customers. Historically, the group has not experienced significant adverse impacts in relation to trade receivable collection.

Financial assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the company. Where loans or receivables have been written off, the company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in profit or loss.

External customer rec External customer rec 1-

Amounts in CAD
1000
External
customer rec
not due
External
customer rec 1-
days
30
past
due
External
customer rec
31-60
days
past due
External
customer rec
61-90
days
past due
External
customer rec
days
> 90
past
due
Trade
accounts
receivable
2022
Outstanding
trade
receivables
2,276 1,218 833 463 885 5,676
Provision for
losses
2021
- - - - -42 -42
Outstanding
trade
receivables
1,653 888 709 -103 578 3,727
Provision for
losses
- - - - -26 -26

Provisions for losses are based on individual assessment of each item and customer. Expected loss in categories without any provisions made is based on the assumption that there are not risk of any material losses.

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Note 17 Borrowings

This note provides information on the contractual terms of the Group's interest-bearing loans and borrowings. For more information on the Group's interest rate risk and foreign exchange risk see Note 16.

Tekna Holding ASA has complied with the financial covenants of its borrowing facilities at year end 2022. The credit limit on the bank credit facilities is CAD 4 million and USD 0.75 million.

The table below reconciles the movement in financial liabilities to cash flow from financing activities.

Borrowings liabilities
Lease
Bank
Loan
(ST)
Total
financial
liabilities
Amounts in CAD
1000
2022 2021 2022 2021 2022 2021 2022 2021
Balance
1
January
at
3,978 24,250 462 688 3,733 633 8,173 25,571
loan
New
1,286 17,898 2,031 - - 3,100 3,317 20,998
Cash
Flow
- repayment
-263 -37,535 -873 -226 -2,536 - -3,672 -37,761
cash
changes
Non
loss
FX
variation
(gain)
- -515 - - - - - -515
Conversion
equity
to
- - - - - - - -
Amortization -640 -378 - - - - -640 -378
Debt
on long
accretion
debt
term
290 258 - - - - 290 258
Total
debt
4,651 3,978 1,620 462 1,197 3,733 7,468 8,173
Short-term
portion
-532 -200 -459 -235 -1,197 -3,733 -2,188 -4,168
Balance
long-term
December
portion
31
at
4,119 3,778 1,161 227 - - 5,280 4,005
Amounts in CAD
1000
2022 2021
secured
by
pledged
Loans
assets
Building
and
land
1,144 1,213
Machinery
and
equipment
- -
Universality
of
movable
and
immovable
tangible
and
intangible,
property,
current
and
future
1,218 682
Total
borrowings
secured
by
pledged
non-current
assets
2,362 1,895

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Note 18 Finance items

Amounts
in
CAD
1000
2022 2021
Interest
income
20 -
Currency
exchange
income
124 400
Total
Finance
income
144 400
IFRS
16
interest
77 29
Interest 255 627
expense
Total
finance
cost
332 656

Note 19 Share information

Amounts
in
CAD
1000
2022 2021
Ordinary
shares
125,227 125,227
Share
capital
37,277 37,277
Share
premium
451,473 451,473

At 31 December 2022 there were 125.227.346 ordinary shares each with a par value of NOK 2,00. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

There were no paid out dividends in 2022.

Major
shareholders
year-end
2022
at
of
Number
shares
of
%
total
Country
Arendals
Fossekompani
ASA
89,046,452 71
11%
NOR
Ulfoss
Invest
AS
2,941,975 2
35%
NOR
Havfonn
AS
2,913,580 2
33%
NOR
Must
Invest
AS
2,821,245 2
25%
NOR
Kvantia
AS
2,354,862 1
88%
NOR
Skandinaviska
Enskilda
Banken
AB
2,154,711 1
72%
LUX
India
Fund
Victoria
AS
1,331,883 1
06%
NOR
Other 21,662,638 17
30%
Various
Total
number
of
shares
125,227,346 100
00%

Note 20 Earnings per share

Basic earnings per share are based on profit attributable to the equity holders of the parent and the weighted average number of outstanding ordinary shares.

Amounts
in
CAD
1000
2022 2021
profit
for
the
Net
year
-22,517 -14,087
Attributable
non-controlling
interests
to
-829 -486
Attributable
ordinary
shares
to
-21,688 -13,601
Weighted
number
of
ordinary
shares
basic
and
diluted
,
125,227,346 100,272,679
Number
of
shares
end
of
period
125,227,346 125,227,346
and
diluted
per share
Basic
earnings
-0
17
-0
14

Note 21 Investment in joint ventures

The Imphytek Powders S.A.S. joint venture is owned in equal parts by the Group (TPE; Tekna Plasma Europe S.A.S.) and Aperam. The business is organized as a company with limited liability corresponding to Norwegian corporations. Guidelines for the operation of companies are based on the shareholders agreement. According to the shareholder agreement it is required unanimity between the parties for making decisions about relevant activities. Accordingly, participants in the companies have joint control over the activities. The Group's responsibility as a participant in Imphytek Powder S.A.S. is limited to the capital contribution, and the return equals the Group's share of profit. Thus, the group as a participant is entitled to the arrangements net assets.

The investments in joint ventures are accounted for according to the equity method.

Entity Country Activities Ownership
interest
Imphytek
Powders
S
A
S
France Production
of
powders
50%
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Based on an overall assessment where the size and complexity is taken into consideration Imphytek Powders S.A.S. is considered to be significant joint ventures. Further information regarding this company is disclosed below.

Imphytek
Amounts
in
CAD
1000
Powders
Book
value
31
12
2020
1,407
S
A
S
Book
value
01
01
2021
as at
1,407
Share
of
profit
after
2021
tax
-1,472
during
the
period
Investment
1,442
FX
variations
-146
Book
value
31
12
2021
1,231
Book
value
01
01
2022
as at
1,231
Share
of
profit
after
2022
tax
-1,509
during
the
period
Investment
680
FX
variations
177
Book
value
31
12
2022
579

The company has no observable market value in form of market price or similar.

Description of the business

Imphytek Powders S.A.S. has its headquarters and operations in Macon in France. The company is combining Aperam's expertise in Nickel & Specialty Alloys with Tekna's unique wire plasma atomization technology. The joint venture has the exclusive right to sell nickel alloy powder in Europe, and benefits from all market and product developments made by Tekna and Aperam in the past years. The company's main activities are the production of high-performance powder for advanced manufacturing technologies. The company is organized as a company with limited liability similar to Norwegian private limited liability companies, and the company is not publicly traded. The company is strategically important company in the business segment Advanced Materials.

Imphytek Powders S.A.S. has no contingent liabilities or capital commitments as of 31.12.2022. The partners have an agreement with Imphytek Powders S.A.S. that profits of the company will not be distributed until it has the consent of both partners. The partners have not given consent at the reporting date.

The table on the right shows the condensed financial information of the joint venture, based on 100% ownership.

Imphytek Powders S.A.S.

The joint venture has the same reporting period as the Group.

Amounts
in
CAD
1000
2022 2021
Total
revenue
1,447 884
Depreciations -174 -255
Interest
income
- -
Interest
expenses
-41 -2
Tax
expenses
- -
Profit -3,110 -3,258
Other
income
and
expenses
- -
Comprehensive
income
- -
The
share
of
comprehensive
Groups
income
1 1
Current
assets
4,228 4,304
whereof
cash
and
cash
equivalents
995 781
Non-current
assets
- -
liabilities
Current
2,966 264
liabilities
Long-term
4,374 2,882
Equity -1,166 1,158

The values are tested annually for impairment. In this testing each segment/subgroup is assessed as a cash generating unit. The recoverable amount is estimated based on value in use. Estimated value in use is based on discounted future cash flows. This measures the cash flows based on market requirements of return and risk. Value in use for 2022 has been calculated in the same way as in 2021. Budgets have been used for 2023 and long-term budgets from strategy plans for the period up to 2027. A terminal value is applied based on a growth rate of 2%. A risk premium of 3% was used in the calculations.

The Required Rate of Return (pre-tax WACC) for the investment in the joint venture has been set to 12.2%. The risk-free rate of return has been set to 3.1%. When calculating the WACC consideration is given to the fact that the company's earnings are mainly in EUR. A sensitivity analysis based on a unilateral change in estimated future EBITDA shows that a reduction of more than 20% may lead to impairment. Equivalently, a change in pre-tax WACC from 12.2% to 14.5% may cause impairment.

The cash-generating unit in the impairment testing suggests excess value. Reasonable changes in the assumptions will not result in additional impairment losses.

Note 22 Subsidiaries

Company Ownership
held
by
the
group
Ownership
held
by
the
non
controlling
interests
Domicile
Tekna
Holdings
Canada
Inc
54%
96
46%
3
Canada
Tekna
Plasma
Systems
Inc
96
54%
3
46%
Canada
Tekna
Advanced
Materials
Inc
96
54%
3
46%
Canada
Tekna
Plasma
S
S
Europe
A
96
54%
3
46%
France
Tekna
Plasma
Suzhou
Ltd
Systems
Co
96
54%
3
46%
China
Tekna
Plasma
India
Ltd
Pr
96
54%
3
46%
India
Tekna
Inc
96
54%
3
46%
USA
Tekna
Plasma
Co
Ltd
Korea
96
54%
3
46%
South
Korea

Note 23 Related parties

At year end Arendals Fossekompani ASA (AFK) owned 89,046,452 shares, representing 71,11 % of the total number of shares in Tekna.

See table on the next page.

The CEO's period of notice is eight (8) weeks, with a period of pay of twelve (12) months after termination of employment if the CEO is dismissed by the company.

The other members of the Group Executive have a period of notice varying from four (4) weeks to eight (8) weeks.

The purpose of Tekna's compensation and benefits policy is to attract personnel with the competence that the Group requires, develop and retain employees with key expertise and promote a long-term perspective and continuous improvement supporting achievement of Tekna's business goals. The general approach adopted in Tekna's policy is to pay fixed salaries and pensions in line market prices, while offering variable pay linked to results for bonus.

a) Fixed elements

b) Variable elements – annual bonus

Executives in Tekna participate in the Group's central annual bonus program. The program has a maximum ceiling of 25% of the executive's fixed salary and 35% for CEO. The basis for bonus payments is based on financial targets and performance strategic KPIs.

In addition, the Group has share-based incentive programs described in (c) below.

(c) Shared incentive program

On February 18, 2021, the Board of Directors of the Company resolved to establish a share incentive program for key employees of the Company. The share incentive program is based on a structure in which certain members of the Company's Management and management of the Portfolio Companies are offered the opportunity to subscribe for Shares in Tekna Holdings Canada Inc., and where the Company will provide partial financing of their subscription of Shares under the share incentive program. The total number of Shares included in the share incentive program of Tekna Holdings Canada Inc is 3 482 408. As part of the share incentive program, the key employees purchased Shares subject to a lock-up undertaking of 36 months following the date of the purchase of the Shares. The company has originally provided full loan financing of the purchase price of the Shares under the share incentive program, for a total of CAD \$1,3 million. As of December 31, 2022, the loan financing balance is CAD \$0,93 million. The share incentive program is based on a structure in which certain members of the management within the Group were offered the opportunity to subscribe for Shares in Tekna Holdings Canada at fair value less a discount reflecting the lock-up period. The vested portion of the discount is reflected in as share-based compensation with an amount totalling CAD \$ 63 K for the executive team for 2022 as disclosed above.

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Board
of
and
number
of
shares
owned
December
Directors
compensation
2022
31
2022
Name Title of
Board
Directors
remunera
ted
Remunera
tion
provision
Own
Holdings
Related
Parties
of
Number
shares
in
Tekna
Holding
ASA
Teigland1,2
Dag
Chair - 21,000 - 52,000 52,000
Henriksen2
Morten
Member
of
Board
- - 51,500 4,125 55,625
Mogstad2
Torkil
Sigurd
of
Member
Board
- - 48,000 4,125 52,125
Meyer3
Anne-Lise
Member
of
Board
- 38,667 - - -
Perrin4
Barbara
Thierart
Member
of
Board
- 43,500 - - -
Total - 103,167 99,500 60,250 159,750
Name Title Fixed
salary
Paid
bonus
Pension Share-based
compensa
tion
Other
benefits
Number
of
shares
in
Tekna
Holdings
Canada
Inc
from
Loan
Tekna
Plasma
Systems
Inc
Luc
Dionne
CEO 335 45 3 21 36 588,576 169,859
Blackburn
Serge
CFO 246 26 10 7 8 196,192 56,620
Other
executive
management
901 77 42 35 33 980,960 338,873

1: Dag Teigland representing Tibidabo Industrier AS, elected from October 2022. The remuneration is subject to approval by the general assembly.

2: Representing Arendals Fossekompani ASA with 89 046 452 shares

3: Anne-Lise Meyer elected from May 2022

4: Barbara Thierart-Perrin elected from April 2022

Note 24 Contingent liabilities

The Company's subsidiary and the operating company of the Group, Tekna Plasma Systems Inc., is currently involved in a dispute with AP&C Advanced Powders & Coatings Inc. regarding competing patent rights for the production of titanium powder in Canada, and more precisely to a specific patent which is part of the same patent type as one of the Group's significant patents. Proceedings were conducted and parties are waiting for the court decision. If the dispute is not resolved in favor of Tekna Plasma Systems Inc., the Group's production and sales of titanium powder in Canada may be restricted, which could have a negative effect on the Group's business operations.

There are no provisions booked for future income or expenses regarding the legal dispute in the financial statements

Note 25 Subsequent events

Arendals Fossekompani ASA, Tekna's majority shareholder, and Tekna Plasma Systems Inc have signed an agreement for a CAD 25 million loan facility.

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Parent Financial Statements

Income Statement

Amounts
in
CAD
1000
Note 2022 2021
Employee
benefit
expenses
2 103 -
Other
operating
expenses
3 1,536 961
income/(loss)
Net
operating
-1,639 -961
Finance
income
8 2,513 1,332
Finance
costs
8 320,974 92
Profit/(loss)
before
income
tax
-320,100 279
Income
tax
expense
- -
Profit/(loss)
for
the
period
-320,100 279
Attributable
holders
of
the
equity
to
company
-320,100 279
Attributable
non-controlling
interests
to
- -
Amounts
in
CAD
1000
Note 2022 2021
that
may be
reclassified
of
Items
income
to
statement
differences
of
foreign
Exchange
on translation
operations
reclassified
of
Items
that
may be
income
to
statement
that
will
be
reclassified
of
Items
income
not
to
statement
-
-
-
-
Exchange
differences
on translation
of
foreign
operations
reclassified
of
that
will
be
- -
Items
income
not
to
statement
for
of
Other
comprehensive
income/(loss)
the
period
, net
tax
-
-
-
-
Total
comprehensive
income/(loss)
for
the
period
-320,100 279
Attributable
holders
of
the
equity
to
company
Attributable
non-controlling
interests
to
-320,100
-
279
-

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Parent Financial Statements (continued)

Balance Sheet

Amounts
in
CAD
1000
Note 31
12
2022
31
12
2021
Non-current
assets
subsidiaries
Investment
in
5 97,500 418,468
loans
Intercompany
7 67,535 37,251
Total
non-current
assets
165,035 455,719
Current
assets
Trade
and
other
receivables
7 77 24
Cash
and
cash
equivalents
6 3,975 33,351
Total
current
assets
4,052 33,373
Total
assets
169,087 489,094
Amounts
in
CAD
1000
Note 31
12
2022
31
12
2021
Equity
Share
capital
and
share
premium
494,956 494,956
Other
reserves
-326,028 -5,928
Capital
and
reserves attributable
holders
of
the
to
company
168,928 489,028
Non-controlling
interests
- -
Total
equity
168,928 489,028
Trade
and
other
payables
7 51 65
Other
liabilities
current
108 -
Total
liabilities
current
159 65
Total
liabilities
and
equity
169,087 489,094

Arendal, 10 April .2023

The Board of Directors and CEO of Tekna Holding ASA

This document was electronically signed.

Dag Teigland Torkil Sigurd Mogstad Barbara Thierart-Perrin Anne Lise Meyer Luc Dionne
Chair of the Board Member of the Board Member of the Board Member of the Board CEO

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Parent Financial Statements (continued)

Changes in Equity

Attributable equity
to
of
the
Company
CAD
1000
Amounts
in
Share
capital
and
share
Other
Total
premium
reserves
Non
controlling
interests
Total
equity
Balance
1
January
2021
at
14 - 14 14
-
Profit/(loss)
for
the
period
- -5,927 -5,927 -5,927
-
Other
comprehensive
income/(loss)
- - - -
-
of
stock
Issue
494,942 - 494,942 494,942
-
Adjustment - -1 -1 -1
-
Balance
31
December
2021
at
494,956 -5,928 489,028 489,028
-
Balance
1
January
2022
at
494,956 -5,928 489,028 489,028
-
Profit/(loss)
for
the
period
- -320,100 -320,100 -320,100
-
Other
comprehensive
income/(loss)
- - - -
-
Adjustment - - - -
-
Balance
31
December
2022
at
494,956 -326,028 168,928 168,928
-

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Parent Financial Statements (continued)

Cash flow

Amounts
in
CAD
1000
2022
FY
2021
FY
Cash
flow
from
operating
activities
profit/(loss)
Net
-320,100 279
loss
Impairment
320,968 -
Capitalized
loans
interest
on intercompany
-2,284 -782
Total
after
adjustments
profit
before
income
to
tax
-1,416 -503
Change
trade
and
other
receivables
in
-53 -22
Change
trade
and
other
payables
in
93 64
Total
after
adjustments
to
net
assets
-1,375 -461
cash
from
Net
operating
activities
-1,375 -461
Cash
flow
from
investing
activities
Cash
Flow
from
Internal
and
Loans
Borrowings
-28,000 -36,517
of
Purchase
shares
in
subsidiaries
- -22,954
cash
flow
from
Net
investing
activities
-28,000 -59,471
flow
from
financing
Cash
activities
from
of
Proceeds
shares
issue
- 93,225
cash
flow
from
financing
Net
activities
- 93,225
cash
and
cash
equivalents
Net
increase
in
-29,375 33,293
of
financial
Cash
and
cash
equivalents
the
beginning
the
at
year
33,351 14
Effects
of
exchange
changes
on cash
and
cash
equivalents
rate
- 44
Cash
and
cash
equivalents
end
of
the
period
at
3,975 33,351

Notes to the Parent Financial Statements

Accounting principles

Note 1

The financial statements comprise the statement of income, statement of financial position, statement of cash flows, and related notes. The financial statements have been prepared in accordance with the Norwegian Accounting Act §3-9 and Regulations for simplified IFRS issued by the Ministry of Finance on 10 December 2019 (generally accepted accounting principles). This means that recognition and measurement comply with International Financial Reporting Standards (IFRS) and the presentation and disclosures are in accordance with the Norwegian Accounting Act and general accepted accounting practice. All amounts are in CAD, unless otherwise stated.

The financial statements give a true and fair view of the assets and liabilities, financial position, and income.

When applying accounting principles and presenting transactions and other matters, emphasis is placed on economic realities, not just legal form. Contingent losses that are probable and quantifiable are expensed. Transactions are recorded at the value of the consideration at the time of execution. Revenue is recognized in the accounting period in which they are earned and associated costs are matched with revenues.

Assets and liabilities that are due within one year after the balance sheet date are classified as current assets or current liabilities. Current assets and liabilities are valued at the lowest or highest value of acquisition cost and fair value. Fair value is defined as the estimated future sales price less expected sales costs. Other assets are classified as fixed assets. Corresponding principles are normally used as a basis for liability items.

Use of estimates

In the preparation of the annual accounts, estimates and assumptions have been applied that have affected the statement of income and the valuation of assets and liabilities, as well as doubtful assets and liabilities on the balance sheet date in accordance with generally accepted accounting principles. Areas that to a large extent contain such discretionary assessments, a high degree of complexity, or areas where assumptions and estimates are material to the financial statements, are described in the notes.

Foreign currency

Foreign currency transactions are translated at the exchange rate at the time of execution. Cash items in foreign currency are translated into Norwegian kroner using the exchange rate on the balance sheet date. Noncash items measured at the historical exchange rate expressed in foreign currency are translated into Norwegian kroner using the exchange rate at the time of execution. Non-monetary items that are measured at fair value expressed in foreign currency are translated at the exchange rate determined at the measurement date. Exchange rate fluctuations are recognized in the statement of income on an ongoing basis during the accounting period under other financial income/costs.

Tax

Income tax expense represents the sum of the tax currently payable and deferred tax. Deferred tax is calculated at 22% percent on the basis of existing temporary differences between accounting and tax values together with tax loss carry forward at the year end. Tax-increasing and tax-reducing temporary differences that are reversed or can be reversed in the same period are offset and netted. Net deferred tax assets are recognized in the balance sheet to the extent that it is probable that this can be utilized.

Non-current financial assets

Fixed assets include assets intended for permanent ownership and use. Long-term receivables are carried at the nominal amount at the time of the transaction. Long-term receivables in foreign currency are carried in the balance sheet based on the exchange rate on the balance sheet date.

Current assets

Current assets and current liabilities normally include items that due within one year after the balance sheet date, as well as items related to the product cycle. Current assets are valued at the lower of acquisition cost and fair value. Current liabilities are carried at the nominal amount at the time of the transaction.

Subsidiaries

Investment in subsidiaries are evaluated at lower of cost or fair value. Any impairment losses and reversal of impairment losses are classified as net gains (loss and impairment) on financial assets in the income statement. An impairment to fair value has been recognized when impairment is due to reasons that cannot be expected to be temporary, and it is necessary in accordance with generally accepted accounting principles. Impairment losses are reversed when the basis for impairment is no longer present.

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Notes to Parent Financial Statements (- Note 1 continued)

Receivables

Trade receivables and other receivables are carried at face value after deduction of provisions for expected credit losses. Provisions for credit losses are made on the basis of a separate assessment of the individual receivables. For other accounts receivable, an unspecified provision is made to cover expected losses.

Statement of cash flows

The cash flow statement has been prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term, liquid investments.

Note 2 Remuneration and employee benefits

CAD
1000
Amounts
in
2022 2021
Salaries 103 -
Social
security
contributions
- -
Pension
costs
- -
benefits
Other
- -
Capitalized
as development,
inventories
etc.
- -
Total
employee
benefit
expenses
103 -

The company has no employees.

The company is not required to have an occupational pension scheme in accordance with Norwegian law on obligatory occupational pension ("lov om obligatorisk tjenestepensjon").

Note 3 Other operating expenses

Amounts
in
CAD
1000
2022 2021
Audit
and
other
fees
1,432 473
Marketing,
travel
and
representation
costs
11 -
ICT
expenses
- 13
Other
expenses
4 289
Intercompany
expenses
88 185
Total
operating
expenses
1,536 961
CAD
1000
Amounts
in
2022 2021
audit
Statutory
133 32
Other
assurance services
209 76
Tax
advisory
- -
Other
non-audit
services
10 -
Total
auditor
remuneration
to
352 108

Notes to Parent Financial Statements (continued)

Note 4 Tax

Income tax - current year

Amounts
in
CAD
1000
2022 2021
Income
tax
expense:
Payable
Tax
- -
Change
deferred
in
tax
asset
- -
Income
tax
expense
- -
Taxable
income:
Ordinary
profit
before
tax
-320,100 263
Unrecognized
loss
carried
forward
tax
-868 4,552
differences
Permanent
320,968 -4,815
Taxable
income
-
Taxable
payable:
Income
tax
expense
- -
Taxable
Income
- -
of
effective
Calculation
tax
rate
profit
before
Ordinary
tax
-320,100 263
the
applicable
Tax
at
tax
rate
-70,422 58
Unrecognized
loss
carried
forward
tax
-191 1,002
effect
of
differences
Tax
permanent
70,613 -1,059
Taxable
income
- -
Effective
tax
rate
0
00%
0
00%

The tax effect of temporary differences and loss carry forwards that have given rise to deferred tax and deferred tax asset, specified by type of temporary differences.

Amounts
in
CAD
1000
2022 2021
Accumulated
loss
carryforward
-5,421 -4,553
included
basis
for
calculation
of
deferred
Not
in
tax
5,421 4,553
Deferred
(22%)
tax
asset
- -

Deferred tax asset is not carried in the balance sheet.

Statutory tax rate in Norway was 22.00% in 2021 and 2022.

The 22% tax rate was used to calculate Deferred tax assets and liabilities as at 31 December 2022.

Note 5 Investments in Subsidiaries

Ownership
group
held
by
the
Ownership held
by
the
Value
Tekna
Holding
in
non-controlling
balance
sheet
interests
ASA
Company Domicile 2022 2021 2022 2021 2022 2021
Tekna
Holding Canada 96
.54%
96
.43%
3
.46%
3
.57%
97,500,000 418,468,248
Canada
Inc.

Consolidated accounts for Tekna Holdings Canada Inc for 2022 reported a net loss of CAD 23 459 999 and booked equity of CAD -18 015 871.

Tekna Holdings Canada Inc owns 100 % of the following 7 subsidiaries:

  • Tekna Plasma Systems Inc; Canada
  • Tekna Advanced Materials Inc; Canada
  • Tekna Plasma Europe S.A.S; France
  • Tekna Plasma Systems Suzhou Co Ltd; China
  • Tekna Plasma India Pr Ltd; India
  • Tekna Inc; USA
  • Tekna Plasma Korea Co Ltd; South Korea

CEO Luc Dionne and other management of Tekna Holdings Canada Inc. own the remaining 3.46% of the shares in Tekna Holdings Canada Inc.

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Notes to Parent Financial Statements (continued)

Note 6 Cash and cash equivalents

Total
cash
bank
at
3,975 33,351
Restricted
cash
- -

Note 7 Intercompany balances

Amounts
in
CAD
1000
2022 2021 Amounts
in
CAD
1000
Total
cash
bank
at
3,975 33,351
Restricted
cash
- -
Tax deduction deposits (restricted deposits) amounts to 0 CAD.
Unused credit facilities as of 31 December 2022 was 2 802 809 CAD and 750 000 USD.
Tekna Holding ASA are compliant with the financial covenant requirements in the loan facilities at the end of Amounts
in
CAD
1000
2022.
Note 7
Intercompany balances
Amounts
in
CAD
1000
2022 2021
loans
Intercompany
group companies
to
67,535 37,251
Trade
receivables
from
group companies
accounts
Total
receivables
77 24
intercompany 67,611 37,275
Amounts
in
CAD
1000
Trade
accounts
to
2022
4
2021
1
payables
group companies
Total
payables
intercompany
4 1
Loans to group companies consists of one loan in CAD and one loan in EUR.
The CAD 59 881 537 loan is to the subsidiary Tekna Holdings Canada Inc. The loan will be repaid with CAD
500,000 every quarter from 15 June 2024. Interest on the loan is calculated at a rate corresponding to the
Canadian 3 month Interbank rate (CDOR) + 2% on an annual basis.
The EUR 5,300,000 loan is to the subsidiary Tekna Plasma Europe S.A.S. The loan will be repaid with EUR
300,000 every quarter from 15 June 2024. Interest on the loan is calculated with EURIBOR 3 months + 2% on Interest rate risk
an annual basis.
CDOR; see note 7.
floating interest rate.
Amounts
in
CAD
1000
2022 2021
Trade
payables
group companies
accounts
to
4 1
Total
payables
intercompany
4 1

Note 8 Financial items

Amounts
in
CAD
1000
2022 2021
Interest
income
20 -
exchange
Currency
income
(net)
50 782
Interest
Income,
IC
2,443 550
Total
financial
income
2,513 1,332
Amounts
in
CAD
1000
2022 2021
Interest
expense
5 16
Other
finance
cost
1 -
Interest
expense, IC
- 76
loss
Impairment
320,968 -
Total
financial
expense
320,974 92

An impairment loss of CAD 320 968 thousand was recorded in 2022

The investment in the subsidiary Tekna Holdings Canada Inc was impaired to the market value of Tekna Holding ASA, as quoted on the Oslo Stock Exchange as of Dec 31st 2022, to CAD 97.5 million. The stock had limited trading volume before this date.

Note 9 Financial risk

The company's operations consist of financing the operations of the subsidiaries.

The company is exposed to various types of financial risk: market risk (including currency, interest rate and market price risk), credit risk and liquidity risk. The company is somewhat sensitive to currency exchange rate fluctuations, limited cash flows, relatively low interest rate exposure.

Interest rate risk

The company has loans to group companies with interest rate returns based on the 3 month EURIBOR and CDOR; see note 7.

Returns from interest rates on bank deposits are also exposed to rate levels. The funds are deposited at a floating interest rate.

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Notes to Parent Financial Statements (- note 9 continued)

Credit risk

The company is only exposed to credit risk on receivables from subsidiaries. The risk that counterparties do not have the financial ability to meet their obligations is considered moderate.

Currency risk

The company's currency exposure is related to CAD and EUR receivables from subsidiaries, as well as EUR bank deposits.

Market price risk

The company's is mainly invested in subsidiaries and associated companies. The value of these investments is to a high degree connected to the underlying operations of these companies.

Liquidity risk

The company is financed through a combination of bank and equity financing. See note 6 for more information on unused credit facilities.

Note 10 Share Capital and Shareholder Information

Amounts
in
CAD
1000
2022 2021
Ordinary
shares
125,227 125,227
Share
capital
37,277 37,277
Share
premium
451,473 451,473

At 31 December 2022 there were 125.227.346 ordinary shares each with a par value of NOK 2,00. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held.

There were no paid out dividends in 2022.

shareholders
year-end
2022
Major
at
Number
of
shares
%
of
total
Country
Arendals
Fossekompani
ASA
89,046,452 71
11%
NOR
Ulfoss
AS
Invest
2,941,975 2
35%
NOR
Havfonn
AS
2,913,580 2
33%
NOR
Must
Invest
AS
2,821,245 2
25%
NOR
Kvantia
AS
2,354,862 1
88%
NOR
Skandinaviska
Enskilda
Banken
AB
2,154,711 1
72%
LUX
India
Fund
Victoria
AS
1,331,883 1
06%
NOR
Other 21,662,638 17
30%
Various
of
Total
number
shares
125,227,346 100
00%

At year end Arendals Fossekompani ASA (AFK) owned 89,046,452 shares, representing 71,11 % of the total number of shares in Tekna.

Board of Directors compensation 2022 and number of shares owned 31 December 2022
Name Title Board of
Directors
remunera
ted
Remunera
tion
provision
Own
Holdings
Related
Parties
Number of
shares in
Tekna
Holding ASA
Dag Teigland1,2 Chair - 21,000 - 52,000 52,000
Morten Henriksen2 Member of Board - - 51,500 4,125 55,625
Torkil Sigurd Mogstad2 Member of Board - - 48,000 4,125 52,125
Anne-Lise Meyer3 Member of Board - 38,667 - - -
Barbara Thierart Perrin4 Member of Board - 43,500 - - -
Total - 103,167 99,500 60,250 159,750

The CEO does not own shares in the company per 31 December 2022.

11 Subsequent Events

Arendals Fossekompani ASA, Tekna's majority shareholder, and Tekna Plasma Systems Inc, a Tekna group subsidiary, have signed an agreement for a CAD 25 million loan facility.

Independent auditor's report

-

-

-

-

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Independent auditor's report (continued)

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Management

1. Implementation and reporting on corporate governance .............................63 2. The business ..........................63 3. Equity and dividends...........64 4. Equal treatment of shareholders and transactions with close associates ..........64 5. Shares and negotiability.....64 6. General meetings.................64 7. The nomination committee..............................65 8. Board of Directors: composition and independence ..............65 9. Work of the Board of Directors .................................66 10. Risk Management and Internal Control ....................66 11. Board remuneration ............67 12. Remuneration for executive personnel ...............................67 13. Information and communication.....................67 14. Take-over situations............67 15. Auditor....................................68 Corporate Governance Report

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Corporate Governance report

Tekna aims to maintain high standards for corporate governance. In the Company's opinion, good corporate governance is an important condition for value creation.

Tekna Holding ASA's (the "Company") corporate governance defines the business framework within which all activities in the Company should operate and clarifies the roles and responsibilities between governing bodies in the Company.

The Company is subject to corporate governance reporting requirements as defined in the Norwegian Accounting Act, section 3-3b and the Norwegian Code of Practice for Corporate Governance (the "Code") available at www.nues.no. The Board of Directors' Statement of Corporate Governance follows the structure of the Code.

This report provides an overview of how Tekna follows the 15 points set out in the Code and the deviations from the Code in Tekna's operations. This report should be viewed in conjunction with all the measures relating to corporate governance detailed in the Company's annual report 2022.

1. Implementation and reporting on corporate governance

Our governance structure

The Board has the overall responsibility for ensuring that the Company has a high standard of corporate governance. The Board has adopted a corporate governance policy document (the "Policy"). This Policy describes the Company's main principles for corporate governance and addresses the framework of guidelines and principles regulating the interaction between the Company's shareholders, the Board of Directors, the Chief Executive Officer (the "CEO") and the Tekna Group senior management (the "Executive Leadership Team"). The Company is a holding company, and the operations of the Tekna group of Companies are carried out through the operating subsidiaries of the Company (the "Tekna Group"). The Policy is based on the Code, the Company's goal is to act in accordance with every recommendation in the Code.

The Board and Executive Leadership Team perform an annual assessment of its principles for corporate governance.

The Board members and the Executive Leadership Team are requested once a year to complete a Directors and Officers compliance questionnaire, disclosing any conflicts of interest.

1: Responsibility for Governance, including risk management is assigned to the CFO

2: Responsibility for ESG reporting lies with the VP Corporate Strategic Development and Innovation

Code of Conduct for suppliers and for employees

In 2021 Tekna has developed the supplier code of conduct ("sCoC") and the employee code of conduct ("eCoC"). The sCoC, signed off by the CEO in August 2021, gives clear guidance to our employees and business partners that we expect clean, transparent and fair business dealings.

The employee code of conduct was signed off at the most senior level by the Board of Directors of Tekna on February 8, 2022 as part of the corporate code of governance. Both documents can be found here: www.tekna.com/investors.

Deviations from the Code of Practice: None

2. The business

The Company business is to conduct business development, including investments, and to be co-owner of other companies. The Company is the owner of the Tekna Group. The Tekna Group's core business is to produce high-purity metal powders for applications such as 3D printing in the aerospace, medical and automotive sectors, as well as optimized induction plasma systems for industrial research and production.

The Board has prepared clear goals, strategies, and a risk profile for the Company. The Company has guidelines for how it integrates the interests of the society at large into its value creation for shareholders in a sustainable manner. The ESG – Environmental, Social, Governance - report is included in the annual report and is available on the Company's website. The Board evaluates targets, strategies and a risk profile on an annual basis, at a minimum.

Deviations from the Code of Practice: None

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3. Equity and dividends

Equity

Total equity for the group at 31 December 2022 was CAD 53.4 million, corresponding to a long-term debt/equity ratio of 0.10. Considering the nature and scope of Tekna's business, the Board considers that the Company has adequate equity and capital structure. The Board constantly assesses the company's financial capacity in light of its objectives, strategy and risk profile.

Dividend policy

The Company strives to follow a dividend policy favourable to its shareholders. The amount of any dividend to be distributed will be dependent on, inter alia, the Company's investment requirements and rate of growth. In deciding whether to propose a dividend and in determining the dividend amount, the Board takes into account legal restrictions as well as capital expenditure plans, financing requirements and maintaining the appropriate strategic flexibility.

The Company has not distributed any dividends since the date of its incorporation.

Capital increase and Repurchase of shares

Existing mandates granted to the Board, to issue shares and to purchase its own shares, are presented in the shareholder information section of the annual report. The mandates are restricted to defined purposes and limited in time to no later than the date of the next Annual General Meeting, but in no event later than 30 June 2023.

Deviations from the Code of Practice: None

4. Equal treatment of shareholders and transactions with close associates

Equal treatment of shareholders

There is only one class of shares, and all shares have equal voting rights. At 31 December 2022 there were 125,227,346 ordinary shares each with a par value of NOK 2.00. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. The articles of association place no restriction on voting rights. Shareholders do not have pre-emption rights upon any change of ownership of shares in the company.

Largest shareholder

Arendals Fossekompani ASA ("AFK") is the Company's largest shareholder, owning 71.1% of the Company's shares at 31 December 2022. The Company's guidelines require that AFK acts in a manner conductive to equal treatment of Company's shareholders.

Transaction with close associates

All transactions with close associates are disclosed in the notes to the annual accounts. All business activities are based on arm's length terms. In the event of transactions with insiders or close associates, procedures apply to ensure the respect of the Norwegian Public Limited Liability Companies Act.

Deviations from the Code of Practice: None

5. Shares and negotiability

The Shares in Company are listed on the Oslo Stock Exchange and are freely negotiable. There are no provisions in the Company's Articles of Association that limit the right to own, trade or vote for shares in the Company.

Deviations from the Code of Practice: None

6. General meetings

Through the General Meeting, the shareholders exercise the highest authority in the Company. All shareholders have a right to attend, make a statement and vote at the General Meeting as long as they are recorded in the Company's share register no later than two business days before the date of the general meeting. The General Meeting deals with such matters as required by Norwegian law.

The notice of the meeting, the agenda and detailed and comprehensive supporting information, are made available on Tekna's website at least 21 days before a general meeting takes place. At the same time the notice and agenda are distributed to all shareholders.

The Annual General Meeting for 2023 takes place on 3 May 2023.

Shareholders who cannot attend the meeting in person can vote by proxy and voting instructions can be given on each item on the agenda. In addition, shareholders may vote in advance, either in writing or by electronic means.

The General Meetings are opened by the Chair of the Board. Normally, the Board proposes that the Chair of the Board shall also Chair the General Meetings. The Board will propose an independent Chair for

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the General Meeting if any of the matters to be considered calls for such arrangement.

The notices and minutes of the General Meetings are published in Oslo Børs' information system (https://newsweb.oslobors.no, ticker: TEKNA) and on Tekna's website (www.tekna.com/investors).

Deviations from the Code of Practice: two deviations from this section:

1) "the members of the Board of Directors and the Chair of the nomination committee attend the general meeting": The Company does not have a Nomination Committee. All members of Board of Directors have normally not participated in the general meeting. Matters under consideration at the general meeting of shareholders have not previously required this. The Chair of the Board of Directors is always on hand to present the report and answer any questions. Other board members participate as needed. The Board considers this to be adequate.

2) "the general meeting is able to elect an independent Chair for the general meeting": The General Meetings are opened by the Chair of the Board. Normally, the Board proposes that the Chair of the Board shall also Chair the General Meetings. The Board will propose an independent Chair for the General Meeting if any of the matters to be considered calls for such arrangement.

7. The nomination committee

The Company has not established a nomination committee.

At the listing of the company in March 2021 the Board of Directors of the Company consisted of three male executives from its majority shareholder. The Board hired then an independent board selection agency for the selection of new Board members. Changes have now taken place to improve the Board composition in terms of competencies relevant to the Company, independence, and diversity and to comply with the exigence of the Code. Two independent female Board members have joined the Board bringing considerable market know-how for the company's future endeavours, and a new Chair, which is not an employee of the majority shareholder, has been elected.

The remuneration of the members of the Board has been voted by the General Meeting.

Deviations from the Code of Practice: The Company has not established a nomination committee. The function and responsibilities of a nomination committee are considered by the Company to have been sufficiently handled by the Board of Directors with the help of an independent selection agency.

8. Board of directors: composition and independence

Composition and election

In 2022, three new Board members joined the Board, and one of them has been elected as the new Chair. The Board members have been chosen with the interest of the shareholders in mind and for the capacity, expertise and diversity needed by the Company. The Board acts as a collegial body, independently of special interests.

Board members are elected for a period of up to two years. The Board members and Chair are elected by the general meeting. There is no corporate assembly in Tekna.

According to the articles of association, the Board shall consist of minimum three and maximum nine members. On 31 March 2023, the Board of Directors consisted of four members, 2 women and 2 men:

  • Dag Teigland, Chair of the Board elected on October 3, 2022
  • Torkil Sigurd Mogstad, elected until the Annual General Meeting of 2023
  • Barbara Thierart-Perrin, elected on April 1, 2022.
  • Anne Lise Meyer, elected on May 30, 2022

See presentation of Board members in the annual report for details.

The Chair of the Board at the beginning of 2022, Morten Henriksen has been replaced on October 3, 2022 by Dag Teigland. Morten Henriksen stayed on the Board as a Director until his resignation on January 17, 2023.

Independence of the Board of Directors

The composition of the Board ensures that it can operate independently of any special interest.

Torkil Mogstad is not considered to be independent of the main shareholders due to his position as Executive Vice Presidents in Arendals Fossekompani ASA. Dag Teigland was engaged by Arendals Fossekompani ASA as a senior business advisor with a special focus on the Company and, as such, is not to be considered as an independent Chair of the Board. Barbara Thierart-Perrin and Anne Lise Meyer are independent from the Company main shareholder.

The Board members are requested once a year to complete a Directors and Officers compliance questionnaire, disclosing any conflicts of interest.

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Board members' shareholdings

Board members are encouraged to own shares of the Company. Board members' shareholdings in the Company are disclosed in Note 23 Related Parties of Tekna's consolidated financial statements.

Deviation from the Code of Practice: " The majority of the shareholder-elected members of the Board of Directors should be independent of the company's executive personnel and material business contacts.": The Company has four Board members, half of which are independent and the other half is not. The Company considers this to be adequate.

9. Work of the Board of Directors

Duties of the Board of Directors

The Board of Directors has adopted Rules of Procedures for the Board, which indicate rules as to the work and administrative procedures of the Board and as to the functions and duties of the CEO towards the Board.

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

The Board leads the governance system and meets with relevant Board Committees a minimum of four times a year to gain insights, review and ensure proper implementation of internal control mechanisms and risk management processes for good governance. The Board meets the CEO, the CFO and the Executive Leadership Team as often as necessary to perform its duties. ESG, including climaterelated risks and opportunities are subject to an annual review with the Board. Top risks and emerging risks are reported in the company's risk management tool.

The Board had 13 meetings during 2022 with 94 per cent participation.

Agreements with related party

The Board has also adopted Guidelines for Related Party Agreements to ensure proper handling of agreements between the Company and related parties. These Guidelines stipule that Members of the Board and the Executive Leadership Team must notify the Board if they have any material direct or indirect interest in any agreement to be entered into by the Company. In each case, the Board will consider whether it is necessary to obtain an independent evaluation.

In 2022, no Related Party Agreements were executed.

The Audit Committee

In light of the company's conversion to public limited company Tekna's Board has initiated an Audit Committee in 2022 (the "Audit Committee") and adopted Guidelines for the Audit Committee. The Audit Committee is a subcommittee of the Board and acts as a preparatory and advisory body for the Board and supports the Board in the exercise of its responsibility for financial reporting, internal control, and risk management. The Audit Committee also reviews and monitors the independence of the Company's auditor.

The Audit Committee consists of two members who are members of the Board: Anne Lise Meyer and Torkil Mogstad. They have been appointed by the Board which has also designated Anne Lise Meyer as the Chair of the Audit Committee. The members of the Audit Committee have collectively the expertise required for the performance of the tasks assigned to the Audit Committee.

Deviations from the Code of Practice: two deviations from this section:

"The majority of the members of the Audit Committee should be independent.": The Audit Committee has two members, one is independent, the other is not. The Board considers this to be adequate.

"The Board evaluates its performance once a year.": The Board has not evaluated its performance in 2022 since three of the Board members are new, and the Board consider that a full year of Board activity is needed before it is meaningful to proceed with an evaluation.

10. Risk Management and Internal Control

The Board ensures that Tekna has sound internal control and systems for risk management that are appropriate in relation to the extent and nature of the company's activities. The internal control and the systems also encompass the Company's corporate values and ethical guidelines.

The objective of the risk management and internal control is to manage exposure to risks to ensure successful conduct of the Company's business and to support the quality of its financial reporting.

The Board carries out an annual review of the Company's most important areas of exposure to risk and the Board and the Executive Leadership Team conduct risk assessments related to various dimensions and aspects of operations to verify that adequate risk management systems are in place.

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The Board provides an account in the annual report of the main features of the Company's internal control and risk management systems as they relate to the Company's financial reporting.

Internal control of financial reporting is conducted through day-today follow- up by Executive Leadership Team, and supervision by the Audit Committee.

Deviations from the Code of Practice: None

11. Board remuneration

The General Meeting determines the Board's remuneration annually. Remuneration of Board members is reasonable and based on the Board's responsibilities, work, time invested and the complexity of the enterprise. The remuneration of the Board members is not performance-related nor include share option elements.

The Board is informed if individual Board members perform tasks for the Company other than exercising their role as Board members. Work in sub-committees may be compensated in addition to the remuneration received for Board membership.

Additional information on remuneration paid to the individual Board members can be found in Note 23 of the financial statements for 2023.

Deviations from the Code of Practice: None

12. Salary and other remuneration for executive personnel

The Board has resolved guidelines to the CEO for remuneration to the Executive Leadership Team, including performance-related remuneration. The Guidelines can be found in the Corporate Governance Policy of the Company.

The salary and other remuneration of the CEO are decided by the Board.

The Company's senior executive remuneration policy is based primarily on the principle that executive pay should be competitive and motivating, in order to attract and retain key personnel with the necessary competence, in order to ensure the long terms interest of the Company.

The performance-related remuneration portion is limited in the variable compensation plan.

Details relating to the salary and benefits payable to the CEO and other subsidiaries' senior executives are available in note 23 to the financial statements and the Remuneration Report 2022.

Deviations from the Code of Practice: None

13. Information & communication

Communication with shareholders, investors and analysts is a priority for the Company. The Board has implemented an Investor Relations Policy with the objective to provide the public with accurate, comprehensive and timely information to form a good basis for making decisions related to valuation and trade of the Company share. The Company's communication is based on openness and respects the requirement for equal treatment of all shareholders.

All notices sent to the stock exchange are made available on the Company website and at https://newsweb.oslobors.no.

The dates for major events such as the Annual General Meeting, the publication of interim reports and public presentations are published on the Company's website: www.tekna.com/investors/calendar and at https://newsweb.oslobors.no.

Deviations from the Code of Practice: None

14. Take-over situations

The Board has adopted Guidelines relating to take-over bids. In the event of a take-over bid being made for the Company, the Board will follow the overriding principle of equal treatment for all shareholders and will seek to ensure that the Company's business activities are not disrupted unnecessarily. The Board will strive to ensure that shareholders are given sufficient information and time to form a view of the offer.

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The Board will not seek to prevent any take-over bid unless it believes that the interests of the Company and the shareholders justify such actions. The Board will not exercise mandates or pass any resolutions with the intention of obstructing any take-over bid unless this is approved by the General Meeting following the announcement of the bid.

If a take-over bid is made, the Board will issue a statement in accordance with statutory requirements and the recommendations in the Code.

In the event of a take-over bid, the Board will obtain a valuation from an independent expert. If a major shareholder, any member of the Board or Executive Leadership Team, or related parties or close associates of such individuals, or anyone who has recently held such a position, is either the bidder or has a particular personal interest in a take-over bid, the Board will arrange for an independent valuation.

Any transaction that is in effect a disposal of the Company's activities will be submitted to the General Meeting for its approval.

Deviations from the Code of Practice: None

15. Auditor

Role of Auditor

PwC is the Company's Auditor.

The primary task of the Auditor is to perform the audit work required by law and professional standards with the level of care, competence and integrity required by law and such standards. The Auditor participates in all meetings of the Audit Committee. The Minutes of the Audit Committee are shared with the Board Members. If required by the Board, the Auditor can assist to the Board.

The Auditor has assisted the Board related to 2022 Annual financial results.

Use of the Auditor for services other than the audit.

The Audit Committee reviews and monitors the independence of the Company's auditor, including the extent to which services other than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor.

The Auditor provides the Board with an annual written confirmation that it continues to satisfy the requirements for independence.

The Auditor annually provides the Board with a summary of all services in addition to audit work that have been undertaken for the Company. The fees paid for audit work and fees paid for other specific assignments are specified in the notes to the financial statements.

Deviations from the Code of Practice: None

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Sustainability Report

This is Tekna70
Executive introduction

71
Highlights 202274
Climate footprint
75
Key indicators76
Sustainability journey
77
Material topics79
Stakeholders79
Materiality analyses
81
Value chain
82
Focus Areas83
Enabling customer's impact84
Circular and sustainable
production
86
Resilient and responsible
supply chain88
Great place to work89
Ethical business conduct
91
Restatements and Assurances 92
Appendix93
A: Materiality analysis94
B: Sustainability Roadmap
95
C: Abbreviations101

Every particle counts...

SUSTAINABILITY REPORT ANNUAL REPORT 2022

Advancing the world one particle at a time…

This is Tekna Shareholder

Management

The magic of Tekna originates in the strong drive of its employees to do better. Better for an earth that is damaged and in desperate need of a green transition.

At Tekna we make tiny particles of advanced materials that enable this transition.

It is through the transformation of the metal supply chain in additive manufacturing, and enabling electrification through the miniaturization of microelectronic components as well as improving the characteristics of a lithium-ion battery that these tiny particles become magical.

And so does the plasma technology that produces them.

CONTENTS ANNUAL REPORT 2022

information

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Part 1 | This is Tekna

Introduction letter to the Sustainability Report

In 2021, Tekna released its first Sustainability report, recognizing the importance of measuring our impacts to motivate positive change. For our second report, we have adopted a methodology that further enhances transparency. We have created separate reports for external frameworks such as GRI, GHG Protocol, i.e., carbon accounting, EU Taxonomy, and the UN Global Compact. This Sustainability Report 2022 focuses primarily on our vision and the actions we are taking to achieve it.

We have made significant strides in 2022, but we also acknowledge that some actions take longer to execute. One example is the Life-Cycle Assessment of our titanium metal powder, a customer-driven action that we are committed to completing.

However, we have a solid foundation on which to build our sustainability journey. Our manufacturing locations are based in countries where we can utilize clean energy, such as hydropower in Canada and nuclear power in France. Our vision is to expand these sites to produce each metal powder in North America and Europe, bringing us closer to the point-of-use and creating supply resilience through redundancy.

Elaborating further on the foundation of the company, at Tekna we are driven by a culture that seeks to leave the world a better place than we found it. Advancing the world one particle at a time… Finding solutions to use production resources as much as possible in closed loops (water, helium and argon), and driving social change through our supply chain. We also take tangible actions in our community, such as participating in no-mow-May and spring-cleaning efforts to remove litter from a wide area. These initiatives are inspired by our Environment Committee, which comprises employees from various departments in Tekna.

Last year, we communicated our ambitions to reduce CO2 emissions in scopes 1 and 2. Although the sum of emissions in these scopes has remained stable in 2022, we have identified an opportunity to switch our natural gas heating systems to electricity, which we plan to budget for before 2030. We have also mapped additional categories in scope 3, such as Employee Commute, Business Travel, and Waste, and plan to estimate up- and downstream emissions next year to identify significant reduction potential and set a target for achieving climate-neutrality.

Furthermore, we have conducted an initial assessment of climate-related risks and have begun the process of quantifying these risks financially.

We are confident in the quality of the data presented, as Tekna's main shareholder, Arendals Fossekompani, has its (including our) CO2 emissions assured by an auditor. Our Audit Committee and Board of Directors review all ESG reporting before publication.

We are dedicated to continuing this journey with much energy and passion and will continue to report on our progress. If you have any questions, comments, or ideas on how we can improve, please do not hesitate to reach out.

Sincerely,

Luc Dionne CEO Tekna

Arina van Oost

VP Corporate Strategic Development and Innovation (incl. Sustainability)

2022 was a challenging year across the globe. The lingering COVID19, the war in Ukraine, high inflation, offpattern weather-events... Resilience, which we are building in our teams and in our value chain, is becoming more relevant than ever before.

We want to express our sincere gratitude to our colleagues, customers, and suppliers for their unwavering support and dedication to our mission. We firmly believe that it is only by working together that we can make progress, especially during challenging times.

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Guidance on Tekna's ESG reporting

This year we have decided to split our ESG reporting into topic-specific in-depth reporting particularly for external frameworks. Therefore, this sustainability report focusses on our vision, our roadmap and our actions.

We present an overview of the reports you can download from our website on the right.

The relation between Tekna's material topics, our focus areas, UN Sustainable Development Goals and the GRI requirements are below.

We also included direct links to the documents.

In-depth Report (with link) Content description
GRI Report 2022 Sustainability information provided in the structure of the GRI General Disclosures 2021. This also includes metrics from 2019-
2022 per GRI definition.
Carbon Accounting Report 2022 Quantitative and Qualitative information on the CO2 emissions of the Company
Human Rights and Transparency Act Report 2022 Reporting on Supply Chain governance following the Norwegian Transparency Act
Corporate Governance Report 2022 Reporting on the Company's Governance structure following the Norwegian Code of practice for Corporate Governance
EU taxonomy Progress Report 2022 Progress report ahead of the EU taxonomy reporting requirement per 2023
TCFD progress Report 2021 Progress report on preparations following the structure of the Task Force on Climate-Related Financial Disclosures (TCFD).
Keep an eye out for the update in 2023.
UN Global Compact CoP United Nations Global Compact communication on progress. This is an online reporting in the UN system due in June 2023
Annual Report 2022 Tekna's annual report containing the Board of Directors' report and consolidated and audited financial statements among
other
Material topics1 Focus area SDG2 ESG3 in GRI4
Report, item:
See also this Report
Enable customers to reach their ESG targets [4.O] Sustainability: SDG 7 S 201, 202, 203, 416, 417, 418 EU Taxonomy Progress Report 2022
Producing more with less materials [8.O] Enabling customers' positive impact
Increased demand for circular economy innovation and solutions [1.O] Circularity: SDG 12 E 301, 302, 303, 304, 305, 306 Carbon Accounting Report 2022
Growing demand for green technology drives demand for certain raw materials [5.R] Strive for circular and sustainable production
Achieve climate-friendly production [2.O] Resilience: SDG 9 G 2-6, 2-13, 2-25, 3-1, 3- Human Rights and Transparency
Act Report 2022
Rising resource scarcity worsening the increasing costs [12.R] Responsible and resilient supply chain 2 ,204,308,410, 411, 413, 414 TCFD progress Report 2021
Hygiene area (minimum safeguard) Society:
Great place to work
SDG 8 S 2-7, 2-8, 2-16, 2-17, 2-26, 2-30,
401, 402, 403, 404, 405, 406,
407, 408, 409
Hygiene area (minimum safeguard) Governance:
Ethical business conduct
SDG 16 G 2-1, 2-2, 2-3, 2-4, 2-5, 2-9, 2-10, 2-
11, 2-12, 2-14, 2-15, 2-18, 2-19, 2-20,
2-21, 2-22, 2-23, 2-24, 2-27, 2-28, 2
-29, 205, 206, 207, 415
Corporate Governance Report 2022

SUSTAINABILITY REPORT ANNUAL REPORT 2022 | 72 1: Coding at the end of the topic relates to the map in the materiality analyses in Appendix A. "O" is opportunity and "R" is risk. 2: Global Reporting Initiative. 3: UN Strategic Development Goals. 4: Environment, Social, Governance

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About Tekna

Tekna is a global leader in the development, manufacturing and sales of advanced micron and nano powders as well as plasma process solutions.

Since we started in 1990, Tekna has developed a unique and proprietary plasma technology platform for manufacturing micro and nano sized powders for a range of industries. Our business model relies on two revenue streams, both with synergistic effects:

  • Development and sale of plasma systems: We develop and sell plasma systems customized for the purpose of research and development.
  • Development and sale of advanced powders: We develop and operate our own proprietary plasma processes to produce and sell spherical powders and nano powders.

Tekna's is developing the position of its advanced materials in three multi-billion-dollar market verticals.

Tekna is headquartered in Québec, Canada, and has additional offices in France, China, Korea, USA, and seven distributors operating globally (Europe, Asia and North America).

listed in OSLO 2022

Additive Manufacturing:

Currently our fastest growing segment. Tekna enjoys an estimated 19 per cent market share, up by 6 per cent on main selling products. This global market is on track to outperform, in terms of growth, traditional machining due to improved environmental efficiency, for instance through resource efficiency and speed of availability of parts.

Microelectronics:

We aim to secure industrial scale supply to global tier 1 customers in the microelectronics industry. Nano powders below 100 nm are expected to become the new industry standard for high-end MLCC devices, and Tekna is one of only three producers that can deliver this.

Energy Storage:

Tekna has developed and patented its industrial process to produce high purity spherical silicon nano powder. Nano silicon used in rechargeable batteries could provide electric vehicles with 60 per cent more distance travelled on a single charge. Important industries for our powders are: batteries, electronics, medical, automotive, aerospace and satellites.

Systems | PlasmaSonic:

In the systems business we launched the PlasmaSonic Product line. This wind tunnel simulates hypersonic conditions to enable research for for instance space tourism.

Founded in 1990

Tekna Holding ASA

Aspiration 2030

carbon neutral

SUSTAINABILITY REPORT ANNUAL REPORT 2022 Headquartered in Sherbrooke, QC, Canada

216 employees 90 active patents

3 manufacturing and research centers 7 subsidiaries 1 joint venture

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Sustainability highlights 2022 per focus area

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Tekna's climate footprint at a glance

Energy Intensity per kg metal powder produced

Performance vs baseline FY19

Direct electricity of plasma systems within Tekna | Ti64 and AlSiMg | in kWh per kg

Our capacity improvement program increases the productivity of the plasma atomization systems, ie higher output for the same energy. However, the testing to achieve the improvements has impacted our energy intensity in 2022.

Transportation and Distribution

Production (scope 1 + scope 2)

Employees (business travel +

Tekna's climate footprint at different stages of the value chain (GHG protocol1 | in tCO2e) Complete baseline estimations for upstream emissions (scope 3) Suppliers & Resources Other categories to be included for Suppliers & resources: Purchased goods and services, Capital goods, and Upstream Target for 2030 Reduce in absolute terms compared to baseline year Fuel– and energy-related activities (scope 3) 391 FY22 385 FY21 baseline -2% (vs FY21) under development

619 619

FY22

FY21

FY21

expected in 2023.

SUSTAINABILITY REPORT ANNUAL REPORT 2022 1 Historical data should not change, but we always revise historical figures if data quality or science has improved. 2: Included only hazard-

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-50 %

baseline 0% (vs FY21)

under development

ous waste in 2021. 3: Employee Commute not included in 2021. 4: Restated 2022, see part 4 on restatements

SUSTAINABILITY REPORT ANNUAL REPORT 2022 1: Top 25 selected suppliers based on highest spend and / or greater risk, status completion % as of 17 March 2023. Refer to Human Rights and Transparency Act Report 2022. 2: Refer to EU taxonomy progress report 2022. 3: Refer to GRI Report 2022.

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Sustainability journey

The journey towards CIRCULARITY in our value chain

The circular loops within Tekna's own operations are well-established (light blue arrow in image). We have closed loop systems for process gases and water and recycle waste. As additive manufacturing material volumes are shifting to industrialised demand, the opportunity for building sustainable loops with our customers in for instance packaging and revalorising waste material, are becoming valid options. See page 84 on universal and reusable container and page 87 on revalorising waste material.

One of our material topics is raw materials which we use as feedstock. Circularity, using recycled material as feedstock, is a direct improvement towards mitigating negative impacts associated with raw material extraction. Our aim is to increase the percentage of recycled material in the feedstock

we use to 75 percent. There are serious challenges to overcome in achieving that while maintaining the quality and specifications our customers prescribe. Metal recycling streams today are highly contaminated, and our advanced materials are made of alloys with a high purity and specific oxygen level. For 2023 our target is to work with the suppliers and know how much recycled material is used. From there we envision designing a joint approach to work towards the target. See the short story on page 82 on how our JV Imphytek Powders is proposing to do this within France.

Tekna is in the process of revisiting its corporate purpose. Building on our core, sustainability will play a more explicit role in our strategy. The vision, mission and values for the corporation will integrate driving positive impact, creating sustainable value for the company as well as society.

Our Sustainability vision consists of three parts: Circularity in our value-chain, Business model resilience and Resilience across and for all stakeholders.

Management

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Sustainability journey (continued)

Business model resilience: Eco-systems (ie value-chains) per continent

Let's start with the end goal: having supply ecosystems per continent that are resilient to local adversity and are dynamic enough to support each other when facing shortages or crises.

Today Tekna produces most materials in Canada and nickel alloys in France. Our vision is to set up local manufacturing ecosystems, in essence supply chains, per continent. This would make those supply chains much more resilient, with lower exposure to the climate and other risks, while leaving a smaller carbon footprint due to reduced transportation and at the same time enabling circular use of materials within our own ecosystem.

As a first step toward this vision Tekna announced in January 2022 that we are setting up a new production facility in France, Europe. The plan is for this facility to produce all products we deliver in Europe.

The realization of this ambition started with the commissioning of the Mâcon factory in France for the production of nickel alloys and will continue with the establishment of a supply chain for aluminum materials that is 100 per cent European-based, ranging from feedstock procurement to manufacturing of advanced powders, and delivery to point-of-use, with fully traceable, closed-loop material recycling.

Tekna's RESILIENCE framework

Human and climate resilience are the capacity of our ecosystem, including our society, to thrive long term. It entails sustainability by proactively planning for stability and circularity in the face of adversity.

Workforce resilience is mankind resilience, and it is the capacity of our teams to sustain their wellbeing by collectively coping with and responding to external stresses and disturbances from social, political, and environmental changes. Vulnerability risks are increased by climate change and require inclusive bottom-up knowledge-building and preparedness.

Tekna's supply chain resilience relies on a resilient and diverse workforce, climate resilience, and collaboration between all stakeholders to anticipate and overcome disruptions. Developing support networks help responsiveness, problem solving and resourcefulness, allowing Tekna to maintain high service levels.

With operational resilience Tekna is expanding its business continuity with initiatives focused on risk mitigation, identification and assessment, and subsequent monitoring. The adaptability of our operations through the planning of alternative stable states and teamwork flexibility is key to pursuing our vision.

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Part 2 | Material topics

Our Stakeholders

Investors

Tekna is proud to find amongst its major investors many that are driven by sustainability. We are thankful for the insights and support they have provided to improve our sustainability reporting and obtain a fair evaluation on our status quo and improvements.

Customers

Tekna's customer base consists mostly of large OEMs that have adopted sustainability as part of their strategies. When Tekna is qualified as a supplier sustainability is usually part of the discussion. Customers frequently enquire about the environmental footprint of our technology. Requests for CO2 emissions, cradle-to-grave, per kilogram of powder, have moved us to include a Life-Cycle Assessment for titanium powder on our roadmap.

General public and authorities

The expectations of the society-at-large are clear: a more equitable and sustainable future for all, addressing the global challenges we face, including poverty, inequality, climate change, environmental degradation, peace and justice. We aim to make our value-chain as sustainable as possible. As a relatively small organization we communicate our efforts and achievements mostly on LinkedIn and endeavor to engage where possible.

Employees

In 2020 Tekna created its environment committee, le Comité Environnement. A committee consisting of volunteering employees created to drive awareness and improvements on the environmental footprint both of Tekna as well as outside of work. An example of their contribution as that, early 2022, the committee inspired a large group of colleagues to collaborate on a spring-cleaning of the industrial park. Read more about it in the feature story (page 80).

Tekna thanks its Environment committee members for their ongoing drive for continuous improvement.

Tekna has identified four main stakeholder groups that guide our journey towards increased sustainability. We have conversations throughout the year and at various levels of the organization to ensure we focus on the topics that resonate with our stakeholders.

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Material topics (continued)

An active employee Environment committee

by Andreane Laberge, Chair of the committee

The Environment Committee, le Comité Environnement, was created in 2019 to promote environmental awareness and behavioral change for Tekna and also at home.

In 2022, Tekna continued to support sustainable practices and took several actions to reduce its environmental impact. This section summarizes the environmental initiatives carried out.

During the year, Tekna introduced an on-site organic fruits and vegetables market, to promote healthy, sustainable, and local food choices among employees and reduce the carbon footprint associated with the transportation of food.

In May, we participated in the No Mow May campaign, which aims to promote the conservation of native plant species, natural habitats, and biodiversity by reducing lawn mowing.

Many other activities were aiming to reduce the amount of waste in the environment. We introduced washable rags for the mechanical team to replace the disposable wipes previously used. A litter pickup activity in the industrial district was organized, in which many employees participated (see images below). Tekna also placed several waste reduction awareness posters throughout our facilities and carried out a characterization of the compost in our operations. This compost initiative allowed us to identify opportunities to improve our composting practices.

Finally, Tekna's environmental committee published three environmental bulletins. These bulletins highlight different topics, such as the importance of buying local and recycling practices, and report on the progress of Tekna's sustainability strategy. The bulletins were distributed to all employees to raise awareness about environmental issues and promote sustainable practices.

This year, the committee will be supporting the ISO 14001 certification effort and working towards making the Tekna terrains in Sherbrooke (HQ) more bio-friendly (spring-cleaning, nesting boxes, less grass more native flowers).

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Material topics (continued)

Materiality analyses

In the context of corporate sustainability, the concept of materiality has evolved – and broadened - to characterize issues that substantively affect the company's ability to create, preserve, or erode value over the short, medium, and long term1 . These issues can be of an economic or environmental, social, and governance (ESG) nature.

Tekna is using double materiality, i.e. financial materiality as well as impact materiality, in its sustainability reporting.

Our material topics are selected based on two sources: stakeholder expectations and internal strategic priorities. Stakeholder expectations are mapped through interviews, and in dialogue with stakeholders as part of our daily business. We assess identified topics for the significance of their environmental, social and economic impacts. The information collected was aggregated and defined our most important ESG material topics and priorities. A topic is material if the company has an actual or potential significant impact on people or the environment connected to the topic. A topic is also material if it triggers financial effects on the company that are likely to influence its future cash flow.

Late 2021, we reviewed the value chain analysis, opportunities, risks and impacts of material topics across our supply chain and updated our materiality priorities, making sure to include items from the climate risk assessment. From the twenty identified strategic material topics, six were classified as high likelihood and high consequences. The six topics led to the creation of the top three focus areas in our sustainability pyramid, which serves as the basis for our sustainability strategy and reporting.

This year, we're building upon last year and improving our strategy. One of the key learnings after submitting our 2021 sustainability report to the UN Global compact peer review process, was to better highlight the relationship between our material topics and the focus areas. At the base of the pyramid are hygiene areas (governance and

employees/society), vital to accomplish the top strategies. We can only achieve the top focus areas if the hygiene ones are covered. Next, the six high consequence and high likelihood material topics were used to define the top of our pyramid. Sustainability, circularity, and resilience are our response to the materiality analysis. They are at the core of our strategic focus areas. Tekna's bottom-up approach in the pyramid ensures that all material topics are incorporated within our supply chain and topics are placed according to where the most significant potential impact occurs. A list of the top six material topics used to build our strategic focus areas is presented below:

Enable customers' positive impact (Sustainability goal)

Enable customers to reach their ESG targets, by AM producing e.g. more resource efficient products, and by addressing vulnerability challenges (e.g. transportation disrupted by extreme weather events), and building resilience to supply chain disruptions.

Reduce costs by producing more with less materials and resources and by considering the limited availability of critical raw materials, which can spike raw material prices.

Circular and Sustainable production (Circularity goal)

Increased demand for circular economy innovation and solutions, e.g. create products with lower resource density, better resource management, more recycled materials, and a zero-waste production.

Growing demand for green technologies drives demand for certain raw materials and decreases it for others that negatively impact the environment (e.g. Titanium, Silicon)

Responsible and resilient supply chain (Resilience goal)

Achieve a climate friendly production which ensures the offering of products with lower emissions than those of our peers, offer alternatives, and aim to have a positive impact on nature and biodiversity.

Rising resource scarcity worsening the increasing costs of materials, raw materials, and energy due to restrictions, regulations and/or climate change.

Refer to Appendix A for the full materiality matrix and all topics included as per update Q4 2021.

SUSTAINABILITY REPORT ANNUAL REPORT 2022 1: This definition is taken from the International Integrated Reporting Council (IIRC)

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Material topics (continued)

Value chain

Tekna Holding ASA and its subsidiaries ("Tekna") consists of ten legal entities (including one joint venture), of which three are in Europe ("EU") (32 employees), four are in North America ("NA") (179 employees) and three are in Asia (6 employees). Manufacturing takes place in Canada and France, whereas the other entities are sales offices.

In our sustainability journey, we have focused our attention on understanding the impacts of our own operations. However, Tekna has a diversity of interactions across the value chain: suppliers, customers, our own operations and interactions related to the end user and end-of-life process. Our supply chain and geographical footprint are examples of factors that affect the value chain and our impacts, risks and opportunities. Tekna can have a positive or negative impact on the value chain. Examples of a positive impact is the enabling strength of our high-quality additive manufacturing ("AM") materials converting more customers to resource efficient AM methods. As a global business the need for business travel and the related Greenhouse gas emissions (GHG) is an example of a negative impact. Raw materials for the manufacturing of metal powders are likely to represent the main negative impact, both potential and actual, in our supply chain.

We have a general understanding of the potential impacts and risks associated with raw material extraction and refining. This may include child labor, pollution of land, soil, water and air, perilous working conditions, hazardous workplaces, exposure to hazardous chemicals, conflict and disputes in local communities and GHG emissions. We need to study the impacts specifically for the feedstock materials we use, from extraction to delivery at Tekna. Only this way we can mitigate negative impacts. In 2023, we want to focus our attention to upstream impacts and continue downstream in 2024.

Below a simplified overview of the Tekna value chain for the two business segments. We have indicated in red the part with highest impact, which materials are on the Critical raw material list, and which are potential conflict material.

REACH, RoHS and potential conflict minerals

Our supply team has delivered third-party verification guaranteeing our powder products are meeting REACH (toxic chemicals) and RoHS (hazardous substances) requirements.

Tekna is following the Responsible minerals initiative (Conflict minerals reporting) for Tungsten and Tantalum. Both are sourced exclusively from Conflict-Free material based on OECD due diligence and Dodd-Frank requirements. Tekna has the declaration, which is made with all the information from partners in the entire supply-chain from smelters up to Tekna.

Recycling nickel within our own valuechain

Imphytek Powders ("IP"), a joint venture between Tekna and Aperam, has developed a small-scale proposal to recycle nickel alloys within France. IP would buy back at fair market value unused powder, reject parts and 3D printing supports and coordinate the recycling at Aperam Imphy plant (a melt shop 175 km from Tekna's production site in France). Strict material segregation will be a success factor for this approach.

Value chain
Business Segments
Suppliers &
Tekna Operations
Resources
Customers End-users
(& End-of-life-stage)
Advanced Materials BU's: Raw materials to
feedstock:
Production of: Utilization:
Additive Manufacturing Aluminum Alloys
Nickel alloys
Tantalum1,2
Titanium1
Tungsten1,2
Processing feedstock by
plasma atomization: heat
ing the metals until they
turn into liquids or vapor
Tier 1 and Tier 2 Metal part
manufacturers
Aerospace, medical implants, automo
tive and consumers
(enabling additive manufacturing)
Microelectronics Nickel and subsequently develop
the liquids or vapor into
micro-
and nanoscale ad
vanced materials.
Multi-Layer Ceramic Capaci
tors (MLCC) Original Equip
ment Manufacturers
for Electronics (devices, EVs, enabling
miniaturization and electrification)
Energy Storage Silicon1 Material for anodes of Lithium-ion batteries:
Product in development
Systems Parts and subassembly
producers
Manufacturing, commis
sioning and servicing of
Plasma systems
Research institutes and com
panies
Research and small production of (new)
materials (enabling electrification)

Tekna has defined five focus areas, consisting of hygiene factor areas at the base of the sustainability pyramid and more unique and strategic areas towards the top. Hygiene areas entail topics that stakeholders expect Tekna to manage, whereas the strategic areas are calibrated to Tekna's products and processes. This part will go deeper into the various focus areas, its relevance, our impact, the achievements and its short and mid- to long term goals.

At the base of our operations are ethics and our employees. These are hygiene factors that stakeholders expect Tekna to manage well. Ethical business conduct is a focus area which aims for inclusive and cohesive growth across our value chain. Human rights are a precondition for the freedom and dignity of people, for the rule of law, as well as for the inclusive and sustainable growth on which we depend as a business. The next layer is the focus of offering "A great place to work," with the goal of attracting and retaining talent and offering a safe and healthy workplace.

Now, becoming our own ecosystem requires unique and strategic areas for our products and processes. We aim to drive the green transition by enabling our customers' positive impact. We want to offer business continuity to our customers by maximizing resilience on all fronts, this includes having a diverse number of suppliers working with us towards a circular economy. This will guarantee our customers' positive impacts to shape society and allow innovation to take place.

The focus area of "Circular and sustainable production" supports the previous one as we aim to make our operations ecosystem friendly. This calls for a low carbon footprint and closed-loop systems. An example of the latter is our green hydrogen production for own consumption.

At the intersection between the hygiene factors and strategic areas lies the focus of a resilient and responsible supply chain, which is essential to achieve inclusive and sustainable growth. Transparency and knowledge sharing helps capacity building and sets the conditions to allow innovation to take place as more people have access to employment, education, services and skills training while working alongside our stakeholders to carefully plan for resilience according to local challenges and potential disruptions. The end goal is to have supply ecosystems per continent that are resilient to local adversity and are dynamic enough to support each other when facing shortages or crises. Our first step towards that goal is to strengthen our production facility in Mâcon, France, for our European customers.

Focus area: Sustainability

Enabling Customer / Stakeholder impact

This focus area highlights Tekna's commitment to its customers. Tekna aspires to actively contribute to the implementation of circular and resource efficient solutions and carefully plan for resilience with all stakeholders. This will not only reduce the environmental impact of the value chains it operates within, but also reduce the impact of climate change on business continuity. Enabling our customers in such ways allows them to contribute and further integrate our resilient ecosystem. Planning for adversity together guarantees that Tekna and its stakeholders can keep advancing despite climate change and other challenges. By empowering its customers in achieving their goals, Tekna can be a driving force in the transition to greener and circular materials.

Tons of material saved

There is a common understanding that Additive Manufacturing ("AM") reduces the amount of raw material needed to make a part. Tekna estimates, based on customer inputs and depending on the industry, that 60 to 90 per cent of material is saved by applying additive manufacturing techniques versus traditional substractive approaches like milling. Based on our AM powder sales we estimate that 200 – 1300 Tons of metal was avoided by our customers.

Replacing single-use packaging

Additive manufacturing ("AM") materials are typically transported in single-use packaging, with aluminum powder being shipped in 5kg plastic drums and titanium powder in metallic bottles of 2.5kg each. Unfortunately, once they have been used, the single-use packaging are left with small quantities of residual metal powder making them not easily reusable nor recyclable.

As the volumes of AM materials are increasing, the business case for returning the powder to Tekna for reconditioning will become stronger. (read also Revalorizing powder).

In order to reduce single-use packaging, Tekna is developing a Universal and Reusable CONTAINER for Additive Manufacturing powders together with industry partners. One container replaces 25 single -use plastic drums or 80 metallic bottles.

The key benefits of this solution:

• Enabling resource efficiency, circularity and GHG reduction: the sturdy containers can be reused "indefinitely" and will be used to deliver pristine powder to the customer and the customer can return degraded material back to Tekna

  • Eliminate the use of single-use packaging and disposal activities
  • Allow for safer handling both during transportation as well as at the point of use. 1) reducing the risk of exposure to powder; 2) the Container has wheels, eliminating the risk of dropping or injuries due to lifting; 3) easy to use, "plug and play" reducing the risk of handling mistakes
  • Increased efficiency as more material is loaded to the machine per packaging unit

The prototype was certified in 2022 and is ready to be put into operation early 2023. Given Tekna's projected volumes, the company will avoid ~1 Million tCO2e over the next 5-years.

Updating Systems manuals

Systems have a very long life. Of the more than 200 Systems sold, Tekna is aware of only a handful that have been dismantled. Since 2022 we included in our manuals how to dismantle a system and how the different parts can be recycled and reused. Furthermore, we have also made recommendations on good environmental practices for maintenances and cleaning.

Roadmap short and midterm

In appendix B we have included a summarizing roadmap reflecting the various activities we are working. The sustainability roadmap is here.

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Focus area: Sustainability (continued)

Enabling Customer / Stakeholder impact

Developing advanced materials for Lithium-ion batteries

Energy Storage is one of our developing businesses units. Tekna has developed a cost and resource-efficient process

to produce silicon nano powders that can be used in the manufacturing of Lithium-ion batteries (LiB). The use of silicon nano powders opens the possibility of increasing the LiB charge density and number or charging cycles and therefore improve battery

performance with the following direct benefits:

  • Increases clean energy storage capability (windmills, solar cells, etc.)
  • Reduces the volume of raw materials in manufacturing LiB and thus the cost;
  • Increases clean energy performance as a substitute to coal and fossil-fuels;
  • Reduce global consumption of fossil fuels.

Tekna employees with a Powered Air Purifying Respirator Unit, personal protective equipment

Benefits of Additive Manufacturing

Many aspects of Additive Manufacturing can have a positive impact on the environment. There's plenty of anecdotal information about how companies have saved time, money, and materials by using 3D printing instead of carving foam, machining metal, molding plastic, or forming clay. Currently there is limited independent research. The Additive Manufacturer Green Trade Association (AMGTA) is working to improve this by commissioning life-cycle assessment (LCA) studies. As this report is being written the studies are in peer review and should become available soon.

A brief overview of the opportunities:

  • More efficient design: 3D printers can produce parts with shapes and features unachievable with traditional manufacturing methods. One can redesign your part or product to make it more efficient, while using less material. Products that were once made of multiple subcomponents can now be printed as one, reducing material use, time and labor. The knock -on effect of this more efficient part design optimization (called topology optimization) and part consolidation are products, such as cars and aircraft, that use less raw material and are lighter, and therefore are more fuel efficient and emit fewer greenhouse gases.
  • Less raw material: 3D printing makes parts with only the material needed and minimal support material, instead of carving out a part from a block of material, which produces waste.
  • Repairability & spare parts: 3D printers can quickly and cheaply make repair parts for unique or out-of-production equipment, keeping older machines and vehicles running, eliminating the need for new (raw material and energy)
  • Make parts locally: Less environmental impact from transportation due to locally produced parts, prototypes and products. (3D printers fit into an office.)
  • Inventory reduction: With 3D printers, you can print on demand or print small batches instead of having a warehouse of spare and overstock parts, many of which may never be needed.
  • Smaller, quieter factories: Less manufacturing equipment makes for smaller, quieter factories and fewer emissions. 1 printer replaces multiple traditional manufacturing equipment as it can make a wide variety of materials, shapes and forms.
  • Streamline manufacturing: 3D printers require fewer tools, parts, and processes than traditional manufacturing eliminating much of the labor, equipment and energy. 3D printing is often faster.

Focus area: Circularity

Circular and sustainable production

Tekna's growth, powered by the green transition, introduces an environmental cost to the value chain. Tekna is committed to keeping this cost as low as possible, through green energy, resource efficiency and aiming for increased circularity. This simultaneously reduces our production cost and contributes to securing and improving our market positions.

Climate change and increased demand for greener materials will worsen resource scarcity. Moving forward, Tekna's decisions, where available, will be guided by life cycle assessmentbased management of all resources. The sustainability and circularity of Tekna's operations become a priority because all future proof consumer activities must contribute to balancing our ecosystem.

Circular and resource efficient products through Additive Manufacturing Tekna's inhouse developed

manufacturing processes are low emission, resource efficient (e.g. closed-loop

gas and water), green (hydro) powered systems. For over 30 years, Tekna has been a responsible manufacturer of quality, leading-edge products.

The manufacturing processes developed by Tekna have the following characteristics:

  • Low carbon emissions;
  • 95% of the gases involved in the manufacturing of its products are reused in the process (read also Closed-loop manufacturing);
  • 100% of the power used to run the facility and the processes are sourced from clean energy, i.e. hydro power plants in Canada and nuclear power in France;
  • The stocks of gases are maximized with gas trailers and silos containers avoiding non-ecofriendly weekly replacement of bulk packs.
  • Re-using and repurposing of material waste from ours and our customers' processes.

CO2 reduction plan

Last year, we communicated our ambitions to reduce CO2 emissions in scopes 1 and 2. The sum of emissions in these scopes has remained stable in 2022. The key reduction opportunity we identified is to switch our natural gas heating systems to electricity. We plan to budget for this before 2030.

We have also mapped additional categories in scope 3, such as Employee Commute, Business Travel, and Waste, and plan to estimate up- and downstream emissions next year to identify significant reduction potential and set a target for achieving reductions and climate-neutrality.

Quantifying waste

Waste is one of the first topics we focused on sustainability. We have increased our waste segregation and recycling adding organic in the offices and cafeterias and volunteers bringing Styrofoam to the eco-center recycling station. This year for the first time we have quantified our complete waste and recycling streams, including hazardous waste, in our headquarter and manufacturing sites in Canada and France. Our emissions amount to 19 tCO2e, which is our baseline from which we will start reducing. We will set a reduction target in 2023.

Water management

We have identified one Tekna office is located in an area known to have water stress and that is a small sales office in Korea. We used 0.03 megaliter of water in that office in 2022. The water that is being withdrawn is discharged back into the ecosystem via sewerage (not measured).

Roadmap short and midterm

In appendix B we have included a summarizing roadmap reflecting the various activities we are working. The circularity roadmap is here.

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Focus area: Circularity (continued)

Circular and sustainable production

Closed-loop manufacturing

by Richard Dolbec (Director emerging technologies)

Climate change and other environmental concerns remind us that resources are valuable and must be managed wisely. Companies with manufacturing operations can reduce their negative impacts on resources is by including sustainability in the design and manufacture of their goods. One model being implemented across many industries is closed-loop manufacturing.

In closed-loop manufacturing, waste materials are conditioned and reintroduced into the production process to create new products. Negative environmental impacts such as waste, energy consumption, transports, and packaging can thus be significantly reduced or even eliminated. The same goes for the costs they entail. Simply put, closed-loop production systems strive for sustainability by simultaneously improving economic and environmental goals.

At Tekna, we constantly innovate to improve the performances of our powder production processes. We benefit from closed-loop manufacturing in three different ways. Firstly, the pure gases required for generating the plasma are expensive. Since plasma is only a transient state of the gases (no permanent change), we have developed a gas recycling technology that collects gases at the outlet of the process and reinject them at the inlet, in a virtually infinite loop. This is a major advantage for the good control of our production cost, and for the environment as gas supply' embedded emissions are minimized. Secondly, our powder production units require high-quality cooling water. This high-quality water produced internally is recirculated in a closed loop across the manufacturing area. Water temperature in regulated with a heat exchanger connected to a second water cooling circuit that interacts with ambient conditions outside the building. Our approach minimizes freshwater consumption. It also ensures a perfect control over cooling water properties and provides stability to our plasma processes. Finally, the wastewater generated from our industrial operations is filtered and treated in our facility. The quality level we obtain is sufficiently high to allow introducing this water back into our processes, thus closing the loop again.

In Tekna's close-loop manufacturing approach, natural resources are conserved, which is a big win for the environment. It also helps keeping a good control over production cost without compromising process stability. Those efforts positively impact sustainability not only for Tekna but also for the supply chains we are part of.

Revalorizing powder 1

by Richard Dolbec (Director emerging technologies)

Powders used in additive manufacturing (AM) are considered at the end of their service life when their characteristics are no longer meeting the specifications imposed by the end use. Amongst other wastereducing solutions, the plasma spheroidization technology developed by Tekna over the last 30 years is a promising solution for reconditioning AM powders.

By exposing end-of-life AM powders to plasma, altered characteristics are restored, readying those powders for a new service life. Up until now, Tekna's powder reconditioning process has been successfully demonstrated for materials including Titanium, Inconel 718 and Cobalt-chrome powders.

Note that for this to become a real solution, local capacity, close to point-of-use, is needed. Neither the ecological nor the financial business case make sense if waste material needs to be shipped over long distances to be revalorized. Tekna is selling the spheroidization equipment it produces. A solid return on investment on this equipment requires a certain volume of material.

SUSTAINABILITY REPORT ANNUAL REPORT 2022 1: Source: J.Pollak, O.Bailly and R.Dolbec (Tekna employees), Production of spherical metallic powders dedicated to additive manufacturing, Proceedings of the 2017 International Conference on Powder Metallurgy & Particulate Materials (POWDERMET 2017) pp.436-443.

Focus area: Resilience

Resilient and responsible supply

Developing resource efficient production processes

Tekna is a global leader in manufacturing powders for Additive Manufacturing ("AM"). Tekna's involvement goes beyond the manufac-

The global supply chain faces many risks and can be vulnerable to the adverse effects of climate change. As part of our resilience goal, we therefore want to encourage capacitybuilding initiatives aimed at strengthening local supply chains. In order to stay ahead of disruptions and shortages Tekna will focus on more inclusive planning and a circular and sustainable management of resources. Being capable of quickly responding and adapting to events is key to resilience and a better management of resources. All on the basis of a solid due diligence on who we partner with and their willingness to improve.

turing of powders up to assisting the industry in developing standards and product requirements that will, in the end, accelerate the technology adoption. By being a leader in its field and promoting the development and adoption of AM as an alternative solution to traditional manufacturing methods Tekna directly contributes to these UN SDG targets. (9.2; 9.4; 9.5)

Business partner sustainability due diligence process

Tekna is in the process of performing the due diligence to identify, measure and understand the most important risks in our supply chain. This is conducted with assistance from Factlines, a company that provides a corporate social responsibility self-reporting form based on the ten principles of UN Global Compact, OECDs guidelines for responsible business conduct, and the Transparency Act law. The form covers topics such as supply chain, risk assessment, management systems, working conditions, social responsibility, environment, anti-corruption, and conflict minerals. See the Human Rights and Transparency Act Report 2022

Luc Dionne (CEO) in a panel discussion on Sustainability Innovation

Producing hydrogen for Tekna's own consumption

Financial Statements Auditors report

Hydrogen is a hot topic. Since around 2010 Tekna has produced hydrogen (H2) for use in our plasma processes by means of water hydrolysis. We use renewable energy (hydroelectricity) for the hydrolysis process. By doing so, we avoid using H2 derived from fossil fuels. Currently, most hydrogen is produced from fossil fuels, specifically natural gas. By producing H2 on-demand, we avoid storing bulk quantities of H2 on-site, which is a big plus for the safety of our workers on the plant. The same goes for community safety as we contribute to reducing the volume of flammable gas transported on the roads.

Using our voice for good

In cooperation with the Additive Manufacturing Green Trade Association ("AMGTA"), we have participated in panel discussions. Luc Dionne (CEO) discussed on Sustainability Innovation in Metal Additive Manufacturing Powder at the RAPID conference, North America's largest and Additive Manufacturing event (Detroit, May 2022). Arina van Oost (VP) discussed the making of a first ESG report at the TIPE conference, a Women in 3D Printing event, (virtual, January 2022).

Roadmap short and midterm

In appendix B we have included a summarizing roadmap reflecting the various activities we are working. The resilience roadmap is here.

Sustainability report Contact Information Corporate Governance

Focus area: Society

Great place to work

Tekna believes in the strength of diversity as proof shows that more diverse teams make better decisions. As a high-tech company Tekna is driven to keep and attract exceptional talent to drive innovations, as our employees are our most important resource. Continued focus on the health, safety and well-being of our people is considered critical to the resilience of the ongoing operations.

SDG 8 Decent work and economic growth

SDG 8 is at the core of our focus area 'Great place to work'. As such, we want to achieve higher levels of economic productivity through

Health, Safety (OHS) and Well-being

Tekna continues to focus on this very important topic. 345 health and safety audits and awareness interactions took place between management and personnel throughout the year. 19 major and 47 minor OHS actions were identified and resolved during the year. In the GRI Report 2022 you will find an extensive description of our OHS system and metrics. We had 4 recordable work-related injuries, which based on 200,000 worked hours gives an injury rate of 10.7.

Pay equity program fully implemented

Tekna has developed and transitioned its workers compensation system to ensure equality, based on an objective job evaluation method that positions employees on the relative value of their jobs. This system is compliant with the legal requirements prescribed by the Commission for labor standards, pay equity and occupational health and safety (CNESST) of the Province of Quebec. Therefore, the average pay for men and women vary due to differences in job categories and years of service, not because of gender.

Raising competence level in Lean six sigma

Starting in April 2022, internal training has been given by our Master Black Belt at Tekna on Lean six sigma to gain common understanding over quality and continuous improvement initiatives. Over a year, 40 people completed successfully white belt level certification, 7 reached yellow belt level and 18 others are in process of achieving that goal. Training sessions include usage of tools and

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Focus area: Society (continued)

Great place to work

practical sessions over real-life situations and challenges we face as a company on a demanding market driven by high quality standards.

As Tekna has a tremendous amount of talent inhouse we use this to raise the skill level on many more topics, e.g. Cyber security, Project Management and a Sustainability training is planned.

Cyber Security high priority

In 2022 Tekna did not experience any data breaches. We have a thorough risk assessment process on cyber security, of which we inform the Board of Directors twice a year, once in-depth and once as part of the general risk management.

As a philosophy, the IT team itself is working under the zero-trust model, using least privileged access and multifactor authentication to secure our environment and access levels within the team. We do not host customer-facing applications at Tekna.

As any enterprise, we are vulnerable to social engineering tactics, but phishing awareness campaigns in addition to an internal security conference, elevates our staff's knowledge and reduces the inherent risk we face. 143 (62%) users have passed with success the Cyber training from the service provider Knowbe4 during 2022 and efforts will continue increase this to +90%. As a metric, every new employee is assigned basic cybersecurity training and are made aware of the cybersecurity conference video as part of the new IT orientation in 2023. The aim is to complete ISO 27001 on information security in the course of 2023.

Remuneration

The average remuneration in the company was 90k CAD. The total compensation ratio of CEO to the median of all employees was 5.41 , which is within range for midsize Canadian companies.

Employee Commute and Electrical Vehicles

This year we mapped the CO2 emissions from employees commuting to Tekna facilities around the globe. The emissions amounted to 236 tCO2e, which will be our baseline for 216 employees. The number of employees with electrical vehicles is rising year after year. With 100 per cent electricity from hydro power this is a clean means of transportation in Quebec. Tekna provides free charging to its employees at its four charging stations. In 2022 this equaled 9,205 kWh (439 charging sessions) and negligible emissions.

Business travel back to pre-covid level

Creating strong relations is considered a strong success factor for the company as we are developing business across the globe. In 2021 we looked at our emissions from our business travel, which we knew would not reflect a true picture due Covid travel restrictions skewing the trips. For 2022 we tripled 155 tCO2e (40) emissions and take this as the realistic baseline to start from. The employees were requested to complete a form per business trip, including km travelled by car (incl taxi), train, flights, and hotel nights.

Social engagement: Le Grand défi Pierre Lavoie

by Etienne Villeneuve (VP Operations)

What is it: Cycling 1,000 km end-to-end within 60 hours, across several Quebec regions, with major stops in several of Québec's cities along the way: that is "The 1,000 KM" event.

What is the ultimate goal: The Grand défi Pierre Lavoie distributes millions of dollars every year to promote healthy life habits among young people and to support research on rare genetic diseases. This was done by means of scholarships and grants awarded by the Fondation du Grand défi Pierre Lavoie and through the school sponsorships of the teams in the 1,000 KM.

How does it work: Each cycling team is invited to partner with one or more elementary schools of their choice and to encourage its pupils to enroll in the Energy Cubes Challenge that requires them to practice physical activities on a daily basis alone and with their family. Additionally, all the surplus donations raised by the teams enabled more than 325 elementary schools to pay for projects that promote healthy life habits. The profits generated by The 1,000 KM are given to the Fondation du Grand défi Pierre Lavoie to support research of rare genetic diseases and projects promoting healthy life habits.

In 2022, we are proud to mention the Tekna team has raised more than 16,000\$ in our fund raise to support medical research and one local school here in Sherbrooke. With our donation, the school has been able to buy specific sporting equipment for some students with physical handicap as well as playing modules installed in their backyard for the benefits of all students. In 2023, we are repeating the experience with a more ambitious target of 20,000\$.

Etienne Villeneuve, the team captain and VP Operations at Tekna: ''I'm proud to be part of this social movement since 2012. We have raised, along with my teammates, more than 200,000\$ to promote healthy life habits among young people in the past twelve years. What is my motivation? I really think I make a real difference for some of these students leading by example. If I can influence some of them to start doing sporting activities more regularly and having better lifestyle habits, it makes me feel I reached a personal goal".

Tekna team at Le Grand défi Pierre Lavoie

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Focus area: Governance

Ethical business conduct

It is Tekna's belief that it has a social responsibility to the communities reached through its operations, as they are key stakeholders to achieve green, circular, inclusive, transparent, and fair business practices that can succeed in the long-term.

Respect for human rights is rooted in our values and key to our license to operate from employees, customers, investors, communities, governments and other stakeholders.

Tekna supports the local cycling team 1

A human centered business with respect for the individual and which recognizes the fundamental human rights for everyone is essential as there can be no climate resilience without social resilience. Vulnerability and injustices are exacerbated by climate change and its many adverse effects. Accountability of actions through better and transparent reporting can effectively tackle corruption and vulnerability challenges, supporting the development of local capacity-building and resilience: both necessary for an inclusive and sustainable global growth.

Making sure we do things right

Supporting our pyramid and supply chain is our 'Ethical business conduct' focus area. SDG 16 inspired

its direction as we aim to substantially reduce corruption and bribery in all their forms (16.5), and ensure responsive, inclusive, participatory, and representative decision-making at all levels (16.7). Furthermore, we aim to develop an effective, accountable and transparent business (16.6) and actively work to ensure public access to information and protect fundamental freedoms, in accordance with national legislation and international agreements (16.10).

Ambitious compliance program for 2023

Financial Statements Auditors report

In 2022, we rolled out the Employee Code of Conduct ("CoC") and 91% has already signed the code. We will reach 100% in Q1. In 2023 we put compliance on the agenda. We have planned an employee training on the CoC. We look to expand our Supplier CoC to include Business Partners. Towards the end of the year, we should have the Anti -Corruption Policy and training done in line with principle 10 of the UN Global Compact. And in order to also push our sustainability vision we look to educate our employees on Sustainability and back it up with an updated Environment Policy.

UN Global Compact

We completed our submission to join the UN Global Compact in 2021 and we are a confirmed member since January 31, 2022. We will start communicating on progress ("CoP"), which is due in June 2023. (link)

Progress in the Board of Directors and Executive Leadership Team

Currently, Tekna has four Board members, none of whom are members of the company's management. Two Board members are independent of company management and significant business partners. Two Board members, including its Chair Dag Teigland elected in 2022, have an affiliation with Arendals Fossekompani ASA, Tekna's main shareholder. An Audit Committee was established consisting of one dependent and one independent Board member. Tekna is in the process of creating a Nomination Committee.

In 2022 Tekna expanded its executive team to include a VP for legal affairs.

Two new board members are female increasing the diversity ratio to 50% (0%). The VP Legal Affairs is also female increasing the ratio of females in the Executive Leadership Team to 29% (17%).

Read more in the Corporate Governance Report.

Business ethics

Tekna has no revenue in countries with the 50% lowest rankings in the Transparency International's Corruption Perception Index. The index includes 180 countries.

2022 Corruption Perceptions Index: Explore the… - Transparency.org

Roadmap short and midterm

In appendix B we have included a summarizing roadmap reflecting the various activities we are working. The governance roadmap is here.

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Part 4 | Restatements and Assurances

Restatements

1. CO2 Scope 2

2019-2021 Corrected for Canada TPS and TAM facilities. The supplier, Hydro Sherbrooke, published its emissions, which are slightly higher than the default setting of zero emissions for hydro power in CEMAsys. 2021 is the baseline.

For more information see the Carbon Accounting Report 2022 on www.tekna.com/esg

Screen capture of relevant section of the Carbon Accounting Report 2022.

2. Energy intensity

2021 was restated due to incomplete electricity data taken in the calculation.

2021 Published 10.9 kwh / kg powder produced

2021 Correction 12.0 kwh / kg powder produced

(See page 75)

Independent assurance of this report

This report was not independently reviewed or assured.

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information

CONTENTS ANNUAL REPORT 2022

Board of Directors'

Sustainability report Financial Statements Auditors report Contact Information Corporate Governance report

Appendix

A: Materiality analysis................94 B: Sustainability Roadmap .......95 C: Abbreviations........................101

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Appendix

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Appendices

A: Materiality analysis 2021

Explanation to numbers in matrix on the right. In bold the items we deem of high materiality.

Categories Opportunity Risk
Market 1. Increased demand for circular economy innovation and solutions, e.g. create products with lower
resource density, better resource management, more recycled materials, and a zero-waste
production.
2. Achieve a climate friendly production which ensures the offering of products with lower emissions
than those of our peers, offer alternatives, and aim to have a positive impact on nature and
biodiversity.
3. Increase customer interest by having a transparent and resilient focus on ESG targets (e.g. adapting
new production sites in Japan and Korea by integrating relevant regulations).
2. Increased competition
and expectations on sustainability (targets, transparency, reporting,
awareness)
3. Not meeting the sustainability targets of customers by driving GHG emissions, fuel consumption and
waste (packaging, single-use & hazardous) production.
4. Rising energy prices and regulation taxes, such as EU import tax on carbon intensive raw materials
(e.g. aluminum), increases costs of materials and high energy production.
5. Growing demand for green technologies drives demand for certain raw materials and decreases it
for others that negatively impact the environment (e.g. Titanium, Silicon).
4. Enable customers to reach their ESG targets, by AM producing e.g. more resource efficient products,
and by addressing vulnerability challenges (e.g. transportation disrupted by extreme weather events),
and building resilience to supply chain disruptions.
Climate 5. Integrate climate change assessment into Tekna's strategy and risk management in order to harness
climate opportunities, mitigate climate risks and build resilience of operations.
6. TCFD disclosures provides opportunities to drive green transition and for positive attention from
stakeholders (e.g. investors)
7. Supplier and production sites exposed to extreme weather events, causing power outages and
disrupting deliveries (e.g. flood & wildfire risks in France; flood & storm risks with tier one Chinese
suppliers of titanium and nickel).
8. Mining sector can permanently cause biodiversity damage, water stress and deforestation, impacting
negatively the reputation of those involved and losing the confidence of stakeholders.
9. Conflict materials and higher temperatures puts workers' HSE at risk (e.g. workers in China and heat
waves, ultimately reducing resilience and disrupting production).
Financial 7. Increase investor and other stakeholder confidence by increasing transparency through reliable non
financial disclosures.
8. Reduce costs by producing more with less materials and by considering the limited availability of
critical raw materials, which can spike raw material prices.
10. Unfavorable financing terms due to lack of ESG reporting and/or lack of reliable non-financial data,
reducing the advantage for low-carbon solutions.
11. Fail to properly account for climate change and nature related risks and regulations, leading to
financial consequences (e.g. fines & added costs) or losing
customers.
12. Rising resource scarcity worsening the increasing costs of materials, raw materials, and energy due
to restrictions, regulations and/or climate change.
Internal 9. Opportunity to attract, recruit and retain talent by building a strong people culture and offering jobs
with a greater purpose contributing to a more sustainable future.
6. Increased labor costs and failing to
attract talents due to lack of sustainability focus
Reputational 1. Negative reputation risk if suppliers and customers have negative environmental or social impact.

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-- --------------- ------------ ------------------------- ---------------------------- ------------------------------------ ----------------------------------------- -------------------------------- ----------------------- ---------------------

B. Roadmap 1/6: Strategy, reporting and carbon accounting

2019-2021
2022
st
Status Quo
1
report
2023
Transparency
2024-'26
Change
2030
Impact
2019-2021
Status Quo
2022
1st report
>
2023
Transparency
>
>
2024-2026
Change
2030
Impact
>
>
Strategy Materiality analyses based on
stakeholder interviews and
value chain analyses
Enhancing understanding
and Measuring
Sharpened Focus areas
Vision toward circularity in
supply chain
Vision on resilience
Vision to produce close(r) to
point-of-use
Update company vision and
values to include
sustainability
Further integrate
Environment in decision
making
Circularity in production
and value-chain
Resilient Supply-chains
per continent
Reporting
Transparency Act
(also in focus area)
EU taxonomy
(also in focus area)
Content in 2019 + 2020
Sustainability Report AFK
EU taxonomy eligibility
assessment
2021 Sustainability Report
EU taxonomy alignment
preparations and Report
2022 reporting:
-Sustainability Report
-Carbon Accounting Report
-GRI Report
-Human Rights and
Transparency Act report
EU taxonomy - full reporting
(legal req.)
2023 reporting:
-Sustainability Report
-Carbon Accounting Report
-GRI Report
-Human Rights and
Transparency Act report
EU taxonomy - evaluate
opportunities to increase
aligned activities
Continued enhancement
of transparency
Communication Website & Social media Website & Social media
AMGTA panels
Quarterly ESG reporting
Website & Social media
Quarterly ESG reporting
the Tekna "voice"
promotes sustainable
(corp.) behaviour
UN UN Strategic Development
Goals (SDG) selection 7, 9,
1 2
Signatory UN Global
Compact (UNGC)
UNGC Communication on
Progress (Report)
SDG target reporting Delivery on
SDG 7, 9, 12

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B. Roadmap 2/6: Enabling Customer / Stakeholder impact

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B. Roadmap 3/6: Circular and sustainable production

2019-2021
Status Quo
2022
st
1
report
2023
Transparency
2024-'26
Change
2030
Impact
Resources and Production Improvement process
gasses, reduction
20%
Energy conservation
through
improved
output
Energy conservation in
production
Map upstream impacts;
raw material
extraction
Water conservation TPS
plant
We focus
on:
Tekna's
1)
emissions
from
production
and
transport
2) Resource efficiency
"Ici on recycle+"
certification
TPS (CA)
Relighting
mercury lights
and
fluorescents
to LED
(Canada)
Hololens
Factory
Acceptance Testing
"Ici on recycle+"
certification
TAM (CA)
Measure recycled
material
in feedstock
Imphytek:
Recycling
within
nickel
value-chain
Increase recycled
material
in feedstock
Map downstream
impacts and
opportunities
3) Waste/water/energy
management
Responsible Packaging Improve inbound
and
outbound
packaging

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B. Roadmap 4/6: Resilient and responsible supply

2019-2021
Status Quo
2022
st
1
report
2023
Transparency
2024-'26
Change
2030
Impact
Transparency Act ("TA") Roll
out SCoC
Update
New supplier
We focus
on:
(business
Partners)
Roll
out SCoC
(continued) Transparency Act
Supplier
audits
Routine for
requests for
information
Re T.A.
Factlines
Due Diligence
top 25 suppliers
Follow-up
after
DD
External
Whistleblowing
system
Assessment process 1) Diversification
of
suppliers
and
strengthening
resilience
of
local
communities
2) Improving
environmental
and
social
impacts of
supplier
manufacturing
activities
3) Understanding
exposure to climate
TCFD Climate-related risk Climate-related
risk
analyses
TCFD roadmap Quantification
of
climate
related
risk
Supplier
interviews for
mitigation
Supplier
mitigation plans
Mitigate risks
in transport
routes
related
risks
and
ensure
the
development
of
mitigation plans.
Product compliance REACH and
RoHS
certificates
powders
Completed
responsible
minerals
initiative for
potential
confilict
materials

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B. Roadmap 5/6: Great place to work

2019-2021
Status Quo
2022
st
1
report
2023
Transparency
2024-'26
Change
2030
Impact
Occupational Health &
Safety
(GRI
403)
430 OHS audits 345 OHS audits OHS audits
OHS system in GRI
report
expand
on OHS in GRI
We focus
on:
1) Employee
health,
safety
and
security.
2) Employee
satisfaction
Employee satisfaction eSAT: 76%
eNPS: 22
Employee
Survey
Anchored
virtual
collaboration
in Work
from-Home
policy
eSAT: 76%
eNPS: -3
CORE employee
representative team
Measure eSAT and
eNPS
and
development
in all
levels
(administrative,
engineers, factory).
3) Labour
and
human
rights,
particularly
at
production
sites.
4) Diversity & Inclusion
Competence improvement
(GRI
404)
Competences: inhouse
training
Competences: inhouse
training
Cyber
security training
Competences: Inhouse
training and
budget
Cyber
security training
Diversity and equality (GRI
405)
Pay equity process
design
Diversity: measure status
quo
Pay equity process
implementation
Diversity: increase board
and
exec team
Diversity: Improve at all
levels
Disability
Accessibility
Assessment

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
-- --------------- ------------ ------------------------- ---------------------------- ------------------------------------ ----------------------------------------- -------------------------------- ----------------------- ---------------------

B. Roadmap 6/6: Ethical business conduct

2019-2021
Status Quo
2022
st
1
report
2023
Transparency
2024-'26
Change
2030
Impact
Policy and training of
Code
Conduct
Supplier
Code
of
Conduct
Roll
out CoC
CoC training
Business Partner CoC
Environment Policy
Sustainability
Training
Anti-Corruption Policy
and
Training
We focus
on:
1) Zero tolerance
on
corruption and
bribery
2) Increasing
transparency
3) Best practice
governance
Board of
Directors
Board
of
Directors:
improve independence
Board
of
Directors: Audit
Committee
Board
of
Directors:
Nomination Committee
Board
of
Directors:
Remuneration
Committee
Board
of
Directors:
Sustainability
Committee
4) Training our
employees
Governance Assessments
Certifications
Hire inhouse
Legal
Council
Governance assessment:
Audit
of
activity in China
Sustainability
report
assurance
B-Corporation certified
ISO 26000 Social
Responsibility
ISO 37001 Governance of
Organisations
FTSE4Good
index

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information

C. Abbreviations

xxxAbbreviation Clarification Useful link Abbreviation Clarification Useful link
AFK Arendals Fossekompani ASA Home - Arendals Fossekompani IR Injury Rate
AM Additive Manufacturing ISO International Organisation for Standardisation ISO - International Organization for Standardization
AMGTA Additive Manufacturer Green Trade Association Home - AMGTA IT Information Technology
AR Absentee Rate KPI Key Performance Indicator
BoD Board of Directors investors/governance (tekna.com) LCA Life Cycle Assessment Life-cycle assessment - Wikipedia
CoC Code of Conduct LDA Lost Day Rate
CoP Communication on Progress (Re: UN Global Compact) LiB Lithium-ion Battery
CSR Corporate Social Responsibility LTI Lost Time Injury Rate
eCoC employee Code of Conduct esg (tekna.com) NACE Nomenclature of Economic Activities
eNPS employee Net Promotor Score NGO Non-Governmental Organisations
ERP Enterprise Resource Planning NPS Net Promoter Score
eSAT employee Satisfaction Score OECD The Organisation for Economic Co-operation and Devel Home page - OECD
ESG Environmental, Social and Governance esg (tekna.com) OEM opment
Original Equipment Manufacturer
EU taxonomy an European tool to help investors understand whether
an economic activity is environmentally sustainable, and
EU taxonomy for sustainable activities European
Commission (europa.eu)
OHS Occupational Health and Safety
EY to navigate the transition
Ernst & Young
R&D Research & Development
FTE Full-time Employees SASB Sustainability Accounting Standards Boards SASB
GDPR General Data Protection Regulation sCoC Supplier Conduct of Conduct esg (tekna.com)
GHG Greenhouse Gas SDG Sustainable Development Goals THE 17 GOALS Sustainable Development (un.org)
GRI Global Reporting Initiative GRI - Home (globalreporting.org) TCFD Task Force on Climate-related Financial Disclosures Task Force on Climate-Related Financial Disclosures
TCFD) (fsb-tcfd.org)
HSSE Health, Safety, Security and Environment TAM Tekna Advanced Materials
HR Human Resources TPE Tekna Plasma Europe
IoT Internet of Things TPS Tekna Plasma Systems
IPCC Intergovernmental Panel on Climate Change IPCC — Intergovernmental Panel on Climate
Change
UN United Nations Homepage UN Global Compact

This is Tekna CEO letter Board and
Management
Shareholder
information
Board of Directors'
report 2022
Financial Statements
Auditors report
Corporate Governance
report
Sustainability report Contact Information
Tekna Holding ASA
Langbryggen 9
4841 Arendal
Norway
Headquarter:
2935 Boul. Industriel
Sherbrooke, Québec
J1L 2T9 Canada
+1-819-820-2204
[email protected]
www.tekna.com/investors
[email protected]
www.tekna.com/esg
request
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ADDITIONAL INFORMATION ANNUAL REPORT 2022

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