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BICO Group Annual Report 2020

Mar 17, 2021

2891_10-k_2021-03-17_b0a95e56-0a74-4c0b-8773-3f3a3fb42c5e.pdf

Annual Report

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CREATE THE FUTURE OF MEDICINE

ANNUAL REPORT 2019/2020

BIOLOGY + TECHNOLOGY BIOCONVERGENCE IS THE FUTURE OF HEALTHCARE

Bioconvergence is an industry segment within healthcare and research in life science that emphasizes the synergy between engineering, technology and computerized systems. Bioconvergence is based on the understanding that biology and tech, the two pillars of biotechnology, aren't as hard to reconcile as they appear.

Bioconvergence isn't limited to particular stages in the biotech chain. It's an approach that can be applied end-to-end. Many emerging areas in biotech, from omics and bioprinting to biomimicry and diagnostics, are rooted in the bioconvergence paradigm.

We've spent most of human history imitating nature, from architecture to musical instruments, to medical treatment regimens. In today's data-driven world, though, a new possibility has emerged: why imitate when you can integrate?

Bioconvergence is the future of healthcare, a future that promises targeted, personalized treatment, cures for illnesses, and hope for better, more accessible care worldwide.

By integrating biology research with engineering expertise, by recognizing that these are two sides to the same coin, CELLINK, as the leading bioconvergence company, is pushing the industry forward and helping create the future of medicine.

CONTENT

  • This is CELLINK
  • Summary 2019/2020
  • CEO comment
  • Trends that shape the future of bioconvergence
  • The bioconvergence marketplace
  • Business model
  • Financial targets
  • Strategy
  • M&A agenda
  • Biosciences
  • Bioprinting
  • Industrial Solutions
  • Research & Development
  • Our people
  • The CELLINK share
  • Sustainability
  • Management report
  • Financial reports
  • Consolidated income statements
  • Consolidated statements of comprehensive income
  • Consolidated balance sheets
  • Consolidated cash flow statements
  • Consolidated statements of changes in equity
  • Parent company income statements
  • Parent company statements of comprehensive income
  • Parent company balance sheets
  • Parent company cash flow statements
  • Parent company statements of changes in equity
  • Notes
  • Signing of the Annual report
  • Auditor's report
  • Corporate governance report
  • Board of Directors
  • Executive management
  • Multi-year overview
  • Key figures and Definitions
  • Alternative performance measures
  • Glossary
  • Financial calendar and Contact information

This is a translation of the Swedish original. In the events of any differences between this translation and the Swedish original, the latter shall prevail.

CELLINK's transition to reporting per calendar year has meant that the company has a fifth quarter (Q5) 2020 that corresponds to four months; September 1, to December 31, 2020. This also means that the Annual Report 2019/2020 corresponds to reporting from September 1, 2019 to December 31, 2020. All reporting from and including Q1 2021 will run per calendar year.

Statutory Annual Report

The Board and CEO of CELLINK AB (publ), company registration number 559050-5052 hereby submit the Annual Report and the consolidated accounts for September 1, 2019 to December 31, 2020.

The Statutory Annual Report, which contains the Management report, Financial reports and the Corporate Governance Report and covers pages 60-66, 68-111 and 116-121.

The Annual Report has been audited by CELLINK's auditors and the Auditors' report can be found on pages 112-115.

THIS IS CELLINK

Founded in 2016 CELLINK is the world leading bioconvergence company providing innovative and cutting-edge technologies, products, and services for our customers to create, understand and master biology.

We are the frontrunners in the evolving life science universe where we together with our customers develop game-changing solutions by combining biology and technology to create the future of medicine.

We want to ensure that scientific breakthroughs are made accessible around the globe to help address the pressing needs of preventing, diagnosing, and treating chronic diseases, and assist in controlling the rising costs of healthcare. We are in the business where we foresee a bright future with limitless advances and increased efficiencies.

With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company develops and markets innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical and cosmetic industries.

CELLINK's products are trusted by more than 1,800 laboratories, including ones at all the top 20 pharmaceutical companies, are being used in more than 65 countries, and have been cited in more than 1,600 publications.

From a reporting perspective CELLINK is divided in two segments: Industrial Solutions and Laboratory Solutions which consists of business areas Biosciences and Bioprinting. From an organizational and commercial perspective CELLINK is divided into three main business areas: Biosciences, Bioprinting and Industrial Solutions. The reason for the divergence between the perspectives is related to the acquisitons being made during the period and that business areas Biosciences and Bioprinting have interconnected resources.

390+ EMPLOYEES

1,800+ LABORATORIES

251% SHARE PRICE GROWTH From September 1, 2019 to December 31, 2020

1,600+ PUBLICATIONS

SUMMARY 2019/2020

2019 2020

October

CELLINK was awarded "Entrepreneurs of the Year 2019" in Sweden.

A study from Karolinska Institute showed CELLINK's I.DOT liquid-handling system can enable genetic cancer diagnostic research.

November

CELLINK opened office in Lyon, France to strengthen presence in Europe.

December

CELLINK's Board of Directors launched financial targets for the company 2019-2022.

CELLINK partnered with Made In Space for advance bioprinting technology in space.

CELLINK's BIO X won The Chicago Athenaeum's prestigious GOOD DESIGN Award.

January

The 4:1 stock split was registered.

CELLINK completed a directed share issue of MSEK 377.

February

CELLINK announced extension of collaboration with AstraZeneca to use CELLINK's 3D-bioprinting and associated technology for drug discovery.

CELLINK joined Dassault Systèmes' 3DEXPERIENCE Lab global accelerator program.

April

CELLCYTE X won prestigious Red Dot Award for outstanding design quality.

CELLINK's shares began trading on Nasdaq Stockholm following the move from Nasdaq First North.

During the month CELLINK announced a partnership with AstraZeneca to use CELLINK's 3D bioprinting to create liver organoid cultures.

CELLINK's CEO Erik Gatenholm and CELLINK awarded the SVD Business Award 2020.

June

CELLINK was granted a patent for its unique cellulose-based bioink technology that enables bioprinting of several cell types for tissue engineering and regenerative medicine. Patent protection applies to the U.S. market.

Lonza and CELLINK entered a partnership to offer complete workflows for 3D cell cultivation.

July

CELLINK and Kugelmeiers Ltd. announced strategic partnership for 3D printing cell spheroids.

August

CELLINK announced strategic partnership with Carcinotech to advance 3D-bioprinting technology for cancer research.

CELLINK completed the directed share issues of MSEK 946 to finance the acquisition of SCIENION AG and create further room for a continued M&A agenda.

cytena and AstraZeneca will collaborate to develop plate-based microbioreactors for cell line development workflows.

Professor Ido Amit from the Department of Immunology at the world-famous Weizmann Institute of Science in Israel joined CELLINK's Scientific Advisory Board. The appointment of Prof. Amit as Scientific Advisor is part of CELLINK's strategy to build a strong product portfolio for the single-cell and omics analysis field.

September

CELLINK completed the acquisition of SCIENION AG.

CELLINK was granted funding totaling €3,910,000 from the EU as a part of the Horizon 2020 program. CELLINK's portion of the grant is €270,000.

October

The company announced that Artur Aira will become Business Area Manager for CELLINKs business area Bioprinting and will left the Board of Directors.

CELLINK launched C.WASH, an innovative liquid handling system for automated media change in micro-well plates.

CELLINK will help to develop 3D bioprinted personalized scaffolds for tissue regeneration of ankle joints as part of the TRIANKLE project. Read all press releases at

November

CELLINK welcomed Professor Robert Langer from MIT and co-founder of Moderna to CELLINK's advisory board. The appointment to our Scientific Advisory Board is part of CELLINK's strategy to continue building unique bioconvergent technologies and expand our product portfolio in the areas of 3D bioprinting, regenerative medicine, 3D cell culture, drug discovery, diagnostics, biosensors, single-cell omics and bioprocessing.

December

CELLINK and Atelerix teamed up to enable the shipping at room temperature of fragile 3D bioprinted constructs.

CELLINK held an Extraordinary General Meeting, which elected Aristotelis Nastos as a new board member of the company. At the Extraordinary General Meeting, a decision was also made to authorize the Board to, for the period until the end of the next Annual General Meeting, on one or more occasions and with or without preferential rights from the shareholders' preferential rights, decide on a new issue of Series B shares. More information about the decisions made at the Extraordinary General Meeting on page 117.

www.cellink.com

We aim to strengthen our position as the leading player on the global market for bioconvergence, which is expected to be in excess of USD 200 billion. ''

A STRONG CELLINK AT FULL SPEED AHEAD

I would like to start off by thanking the team, our shareholders, investors, and customers for their confidence.

Over the past year, we at CELLINK have been affected by the pandemic, primarily through tougher working conditions and restrictions on meeting customers face-to-face. Our strategy during the pandemic has been to focus on taking care of our employees and customers, protecting our business and as much as possible our margins, and continuing to think along new lines. We have also taken the opportunity to invest to enable the next stage of our growth journey and this approach has produced results.

I am proud that we have been able to make a difference by meeting the higher demand for diagnostic testing equipment such as liquid handling systems and reagents. With the acquisition of SCIENION and its subsidiary CELLENION, the Group has delivered ground-breaking diagnostics that enable safe and effective self-testing as well as customized solutions for manufacturing of tests to several markets. This means that more individuals can test themselves reliably, saving both time and resources – and ultimately, human lives.

This is where CELLINK's strength lies: in our employees' expertise, and in the new strategic roadmap we embarked on some years ago. We had the courage to look beyond our existing

business and see the potential of our innovative product development, and to grow our offering through strategic acquisitions. The result is that today, we are more relevant than ever. We accompany our customers through their work flows, and we deliver market-leading solutions that create patient benefit and simplify everyday lives. Our focus moving forward will remain on dealing with the effects of the pandemic, and right now we can see that this is contributing to continued uncertainty and restraint in the market. At the same time we are also using our toolbox to seize the market opportunities where our offering can contribute in the fight against the pandemic.

Strong organic growth and positive EBITDA

For the whole year 2019/2020, CELLINK delivered organic growth of 48% (77%). This was slightly less than last year due to the uncertainty created by the pandemic during the first quarters of the year. Overall, this means that the Group far exceeded the financial target of annual organic growth of at least 35%. During the period, an increase in sales corresponding to 167 percent (128%) was delivered. During the year we have seen good demand for the company's products, and the successful launch of the BIO X6 generated orders at the end of the year. Efforts to build up our European sales organization were also a contributing factor, highlighting how important it is to be close to customers. This is expected to have a bigger impact as markets and countries open up again.

CELLINK's EBITDA amounted to kSEK 816 for the reporting period, corresponding to an operating margin before depreciation of 0.2% (-7.8%). As was previously addressed, due to the pandemic the year has been characterized by clear cost control, including furloughing and other general cost-cutting measures. CELLINK's overall focus moving forward remains on expansion, product development and acquisitions and we will continue to invest in order to develop our business.

Main market listing

After tenacious work from the finance team, CELLINK passed another milestone in April, 2020 when the company was approved for listing on Nasdaq Main Market. The Main Market listing was a very important step for us, since it opened new doors to continued institutional ownership, increased liquidity, and further global exposure. April 20 was the company's first trading day and also when we entered a new chapter in our history, very much thanks to our investors and shareholders and their confidence in the company, our team, strategy and products which will create the future of medicine.

Acquisitions that bring us closer to the patient

Ever since CELLINK was founded, the aim has been to develop and acquire technologies that improve people's lives and health. From the first innovative application in bioprinting, to revolutionizing drug development, to beginning to work proactively

with diseases and health via diagnostics and also to capitalize on the growing need for personalized diagnostics and medicine. We see great gains in adding products and technologies that make our already-strong offering more comprehensive, and also enable us to look after even larger parts of our customers' work flows. In our view, the future of medicine will involve improved tissue modeling and disease modeling, analysis, and diagnostics.

During the period, we acquired the German precision dispensing company SCIENION and its subsidiary CELLENION, and after the end of the reporting period an agreement was signed to acquire Ginolis, which operates in advanced robotics and automated diagnostics. The acquisitions' business models are based on a strong, innovation-driven agenda that complements CELLINK's existing offering. There are major synergies to be harnessed here, and the acquisitions enable CELLINK to offer even more advanced workflows. Furthermore, the product groups can be matched in a way that consolidates our market position. For example, the ground-breaking flexibility offered by Ginolis' robotics creates an excellent platform for scaling up bioprinting systems and product offerings. This facilitates the strategic and industrial expansion of our capabilities within bioprinting for customers in research and bioengineering.

Similarly, it has been possible to seamlessly integrate SCIENION's leading position in precision dispensing into

CELLINK's processes, and together they have created a market-leading product portfolio of industrial systems that are capable of dispensing reagents and human cells with great precision. All in all, the acquisitions have contributed to the implementation of CELLINK's global commercial strategy in bioconvergence by focusing on the patient and offering our customers the most innovative solutions.

Biology + technology = bioconvergence

In five years, CELLINK has established itself as a business that challenges, develops, and drives the industry forward. We are an active player in a knowledge-driven arena where there is both space and willingness to cooperate, as well as a shared responsibility to bring about healthier individuals. We have chosen to define and explain these opportunities by the term bioconvergence.

The technology and products that are developed within the Group have a major impact on society and healthcare – directly through our products that are used in healthcare, and through the processes in which drugs are developed with the help of our products and work flows, but also indirectly through new treatments and diagnostic products that will reach the market in the future. The illustration, to the right, shows how our

application areas jointly form a chain in which bioconvergence is the node, and the various applications are the hub for future growth opportunities.

For it is where biology and technology converge that the most interesting development opportunities exist. Indeed, it is also where we have identified our three main growth areas: disease and tissue modelling, analysis, and diagnostics. We aim to strengthen our position as the leading player on the global market for bioconvergence, which is expected to be in excess of USD 200 billion.

One application area which clearly demonstrates how CELLINKs products can be integrated in efficient workflows is our offering within cell line development. Read more on pages 30-31 about how our optimized workflows enable our customers to create the future of medicine, which in the long run will be unique and personalized after each individual.

Sustainability based on different dimensions

Sustainability is an area that has many dimensions. At CELLINK we are convinced that our primary contribution in the field of sustainability is the difference our products make. Our bioprinted tissues contribute to less animal testing. Our technology

means patient-specific drug development, and our vision over time is that we are one of many players helping to put an end to illegal organ trading.

CELLINK aims to develop its sustainability work, and in the years to come focus areas will be identified that are deemed significant from a sustainability perspective. The ambition is that the process should lead to an updated, long-term sustainability agenda for the Group. One of the initiatives started up at the end of 2020 was the Green Initiative, whereby we take a closer look on how we can take responsibility for our production and contribute to the efficient use of resources throughout our production chain.

A strong CELLINK ready for the next development phase

My heartfelt thanks to my colleagues for your hard work and aspiring to make CELLINK an even better company. I would also like to thank all our shareholders for believing in us and what we do. Also, thanks to our customers, business partners and suppliers for all your trust over the past year.

CELLINK is continuing to develop, and as of January 2021 the company has been up and running for five years. It has been an intense time from Day 1, and we have challenged

the industry and consolidated our position ever since – and this will be our focus also moving forward. We are strongly positioned for the future, and I am extremely proud that our products and services help to change many individuals' lives for the better. Our strong bioconvergence agenda gives us the opportunity to continue to challenge and reshape the healthcare industry.

Gothenburg March 17, 2021

Erik Gatenholm CEO, CELLINK

TRENDS THAT SHAPE THE FUTURE OF BIOCONVERGENCE

Strong development of regenerative medicine

Regenerative medicine includes several disciplines of science and clinical practice where the goal is to replace cells or organs as a result of degeneration, other diseases, or trauma. Growth is mainly driven by technological advances in stem cell biology and tissue engineering.

3D bioprinting has enormous potential in regenerative medicine with application areas such as tissue and organ transplants. Researchers in regenerative medicine have therefore begun to focus more resources on developing the technology.

Changes in regulations

In 2013, as a result of increased awareness of animal rights, the European Commission introduced new legislation on animal testing in cosmetics development. The legislation prohibits animal testing in the European Union from testing new cosmetics products and the marketing of cosmetics products developed through animal testing outside the European Union. The ban has led to other countries, such as Canada, Russia and India, also banning animal testing in cosmetics development.

In addition, discussions about whether animal testing can be reduced in other industries have also increased. For example, animal testing is widely used in drug development and is also often a requirement for drug candidates to be tested on humans. However, several initiatives have been initiated to reduce the number of animal trials in drug development through, among other things, substitute preclinical test solutions. Changes to regulations with tougher requirements for application areas for animal experiments are driving academic institutions and pharmaceutical and cosmetics companies to conduct further research in 3D cell culture and its application areas.

The move towards biological drugs (CLD)

Currently, 8 out of 10 of the globally best-selling drugs are biologics and manufactured by using clonal cell lines. In cell line development, following transfection, single cells need to be isolated from transfected pools. Developing these drugs may take up to 12 years and can cost billions meaning that the industry is looking for speed, quality, and efficiency in their cell line development workflows. Based on early regulatory guidelines released by the U.S. Food and Drug Administration (FDA) and others, the production cell line of recombinant products is to be cloned from a single progenitor cell in order to minimize population heterogeneity and facilitate isolation and subsequent selection of high producing clones.

Lack of new test solutions

In drug development, two types of preclinical tests are mainly used: 2D cell analyses and animal studies. The disadvantage of 2D cell analyses is that cell communication is significantly lower in 2D environments compared to three-dimensional environments, which makes it difficult to predict the potential effect of a drug candidate. Animal testing allows testing of 3D living tissues, but differences between animal tissues and human tissues often lead to failed clinical tests despite successful animal testing. The lack of test solutions is driving academic institutions and pharmaceutical companies to continue researching solutions in 3D cell culture, which can complement and in the future replace 2D cell analyses and animal studies.

Better information for patients to treat their chronic diseases

Biosensors enable patients with mainly chronic diseases to measure and monitor their disease more effectively and at more frequent intervals. Applications that drive development include the transition from manual measuring of blood sugar to continuously measuring.

Increased demand for single cell analysis

Investigating the diversity of the cell population at single cell resolution has only become possible in recent years. The popularity of single-cell 'omics' approaches, which allow researchers to dissect sample heterogeneity and cell-to-cell variation, continues to grow. As technology continues to improve, single-cell omics methods are becoming more prevalent and are contributing to the discovery of new and rare cell types, and to deciphering the pathogenesis of diseases.

Increased investment in research and development for 3D cell culture

R&D solutions in 3D cell culture has witnessed an increased inflow of investments in recent years. Although there are only a few commercial application areas, there has been significant technological progress. As a result, large-scale use of 3D cell culture in several industries is not seen as an impossibility in the near future, which has also been a driver for increased investment.

Need for more personalized medicine

A major trend in medical research is the movement towards more personalized treatments. This means that based on the patient's own circumstances, the treatment is completely adapted to patient data. Bioprinting enables this by being able to replicate, for example, a patient's tumor outside the body and then test various potential treatments to find the best one for the patient. Another major driver is the use of single cell analysis and DNA sequencing to better understand a patient's disease. By being able to isolate individual cells, new analytical methods can be used to identify better treatments. The development within the field of cancer research therapy and carrier-cell based delivery, offers opportunities in order to create individual treatments.

BIOCONVERGENCE MARKETPLACE

TRENDS MARKET DRIVERS

Changes in

Lack of new

Increased demand for single cell analysis

Better information for patients to treat their

Increased investment in for 3D cell culture

biological drugs (CLD)

Possibilities to capitalize on recent technological breakthroughs in the fields of engineering, biology, and medicine, i.e., create strong bioconvergence offerings with efficient workflows.

By using 3D bioprinting, drug testing and clinical trial applications can drastically reduce the need for animal trials as well as human clinical trials.

Current challenges in the pharmaceutical industry to find the best drug candidates and bring them to the market at an unseen speed, which today can take up to 12 years and cost USD billions.

Paradigm shift in the pharmaceutical industry from one-treatment-fits-all to personalized medicine.

COVID-19 has showed the need for cost efficient Point of Care diagnostics solutions and paved the way for highlighting the need of proactive testing of infectious diseases as well as opportunities within other application areas e.g., veterinary diagnostics.

BIOPRINTING

CELLINK's position: market leader

BIOSCIENCES

CELLINK's position: market challenger

INDUSTRIAL SOLUTIONS

CELLINK's position: market challenger

MARKET POTENTIAL AND GROWTH

MAIN COMPETITORS

SUPPLIERS

Suppliers of inputs for products

Types of inputs are:

  • Electronics/circuit board
  • Mechanics/engines
  • Pumps/Air Systems
  • Biomaterials

Types of subcontractors:

  • Circuit board manufacturers
  • Biomaterial's producers
  • Sheet metal and mechanics producers

BUSINESS MODEL

CELLINK's business model includes the entire value chain from research, product development and innovation to sales of the company's products through our North American and European sales organizations as well as through a strong distributor network. With our range of products and consumables, we provide workflows to our customers that are characterized by reliability, cost-effectiveness and time saving (see the example of cell line development on pages 30-31). CELLINK's offering consists of products and services for entire workflows in 3D cell culture and 3D tissue as well as drug development and diagnostics.

With a few exceptions, all technology development in-house by our development teams often takes place in research collaborations with the universities and research organizations and/or our customers. Our close links with the academy and to our customers allow us to be agile and quickly seize specific requests. As CELLINK has grown and acquired companies, research and development primarily take place at the company's units in the USA, Germany and Sweden, and this is also where our production takes place.

CONSUMABLES AND AFTER MARKET

Products in Bioprinting: • Bio ink and reagents • Services and consumables

Products in Biosciences: • Consumables

Products in Industrial Solutions: • Services and consumables

SALES AND DISTRIBUTION

Direct sales model in North America and Europe with commercial partners supporting CELLINK in 65+ countries

CUSTOMER SEGMENTS

Universities and research organizations

Pharmaceutical companies

Cosmetics and skincare companies

Other

Purchases from subcontractors are coordinated to the extent that is possible and that can be matched with other requirements in order to optimize the logistics flow. Sales are mainly made through our own sales organizations in Europe and North America as well as an extensive distributor network, which means that we are currently represented on 5 different continents and more than 65 countries.

CELLINK's competitiveness is based on rapid product development, targeted sales efforts and responsiveness to our customers' needs. With a growing number of installed products, sales of consumables on the aftermarket, such as bioinks, are expected to increase over time.

Customers are in three main segments: universities and research organizations, pharmaceutical companies and cosmetics and skin care companies. In addition, there are also a small number of customers in, for example, the packaging- and automotive industry.

FINANCIAL TARGETS

CELLINK's financial goals and the dividend policy for 2019-2022 are as follows:

Organic annual growth of at least 35 percent and grow further through acquisitions.

Outcome 2019/2020:

For the whole year 2019/2020, CELLINK delivered organic growth of 48 percent (77). This was slightly less than last year due to the uncertainty created by the pandemic during the first quarters of the year. Overall, this means that the Group far exceeded the financial target of annual organic growth of at least 35%.

The last quarter of the year ended strongly with a recovery in sales, thanks to good demand for products I.DOT, BIO X and F.SIGHT and a successful product launch of BIO X6 which generated good order intake.

Sales Profitability

Show a positive EBITDA margin.

Outcome 2019/2020:

CELLINK delivered an EBITDA of kSEK 816, corresponding to an operating margin before depreciation of 0.2 percent (-7.8).

As was previously addressed, due to the pandemic the year has been characterized by clear cost control, including furloughing and other general cost-cutting measures. CELLINK's overall focus moving forward remains on expansion, product development and acquisitions and we will continue to invest in order to develop our business.

According to the company's dividend policy, the company intends not to distribute any dividend within the next three years. Decisions on dividends and the amount of dividends must take into account the company's plans for expansion and potential acquisitions, as well as the company's financial position and indebtedness.

Outcome 2019/2020:

Given the company's current growth phase, which is expected to continue during 2021, the Board of Directors proposes no dividend for the financial year 2019/2020.

Dividend Policy Capital structure

The company's net debt-to-EBITDA ratio should not normally exceed 3 times.

Outcome 2019/2020:

The financial target for capital structure allows the company to have a certain net debt in relation to the EBITDA measure at any given time, which provides flexibility in financing opportunities for acquisitions, for example. At the end of the financial year, the company's net cash excl. leasing debt amounts to MSEK 756, and including leasing debt to MSEK 676.

The company is thus well capitalized for future growth both organically and through acquisitions with existing funds. The company also meets the financial target of capital structure where there is no net debt not withstanding the financial year's EBITDA, which amounts to kSEK 816.

The financial targets constitute forward-looking information which thus does not provide a guarantee of future financial performance. The Group's actual operating profit could differ materially from those stated, express or implied. The financial targets should also not be understood as, forecasts or estimates of CELLINK's future performance.

EXPANDING STEM CELL GROWTH Ronawk

Ronawk, a biotech startup spun off from the University of Kansas, provides researchers with an innovative technology to rapidly expand cell lines, like mesenchymal stem cells, which play an important role in multiple application areas, like regenerative medicine and drug development. Ronawk's novel T-Blocks enable 30 times the yield of healthier cells than conventional cell

culturing technologies. Since developing their first prototype on the BIO X 3D bioprinter, Ronawk has rapidly expanded production, leveraging several CELLINK products, including the BIO X6, Lumen X and CELLCYTE X. The CELLINK portfolio helps Ronawk demonstrate the utility of their T-Blocks in achieving rapid stem cell growth.

STRATEGY

We are the frontrunners in the evolving bioconvergence universe, where we together with our customers develop life-changing solutions by combining the latest in biology and technology to create the future of medicine. The technologies and products that are developed in the Group have a ground-breaking impact on society and healthcare – directly through our products that are used in by healthcare specialists, researchers, and decision makers, and through the processes in which drugs are developed with the help of our products and workflows, but also indirectly through new treatments and diagnostic products that will reach the market for generations to come. CELLINK's strategy is to strengthen our position as the leading bioconvergence company in the world. The strategy encompasses the following focus areas to develop and strengthen the customer offering:

GROWTH INITIATIVES

CELLINK's growth initiatives are divided in three different parts which will support the Group's growth agenda. The first part is innovative product development where we are striving to strengthen our customer value proposition by launching new products and develop our service offering. The second part focuses on an optimized organizational structure with the right people onboard, as well as scaling our organization to meet the increasing global demand. The third part is linked to market penetration where our target is to strengthen our market leading position in bioprinting as well as continue to challenge the market in the fields of; multiomics, cell line development, and diagnostics.

Outcome 2019/2020:

Product development: A major part of the development takes place in-house by our development team, often in collaborations with universities and research organizations and our customers. The close links enables us to be agile and swiftly capture specific needs. As CELLINK has grown and acquired companies, research and development today primarily take place at the company's units in the US, Germany and Sweden. During the past year, the company has launched

various market-leading products which, along-side the existing range, form one of the industry's strongest offerings in workflows, for instance in cell line development.

Build scale and geographic expansion: during the reporting period, the sales organization has been built up and developed positively in both North America and Europe. Thanks to the Group's increased presence and closer dialogue with customers, CELLINK anticipates more exchange, feedback and cooperation on existing and future product and software offerings. This is expected to result in faster, more customized product development. In order to create an optimized organization which serves the Group in the best possible way, personnel in supporting functions e.g., marketing, operations, IT, HR and accounting have been recruited for efficient internal workstreams.

Market penetration: With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company has over the period, developed and marketed innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical, and cosmetic industries. During the period, CELLINK has successfully launched several innovative products e.g., the bioprinter BIO X6, the plate washer C. WASH and the microreactor C.BIRD. The products have all been well-received and generated good order intake.

CAPITALIZE ON SYNERGIES IN THE GROUP

The Group has identified strong synergies in the field of biosciences, diagnostics, and bioprinting. In addition, CELLINK has

also recognized significant value-creation potential from realizing revenue and cost synergies within the Group.

Outcome 2019/2020: CELLINK's offering encompasses products, consumables and services for entire work flows which can cover all business areas. The Group's existing workflows can be integrated within one or between several of the business areas. For example, CELLINK's bioprinters can be combined with the dispensing and monitoring product portfolio from Biosciences for drug screening workflows, which in a later stage can be up scaled with the multiplex manufacturing offered by Industrial Solutions.

The Group has also invested in scalable, Group-wide systems that enable us to efficiently integrate future acquisitions. Also, better synergies within the Group have been enhanced, which has led to better cohesion of the technical platforms and workflows offered to end customers.

CUSTOMER CENTRIC M&A AGENDA

Our acquisitions always begin and ends with bioconvergence – where we see possibilities to merge successful companies with our innovation agenda, expertise and workflows. The aim is to acquire companies which complements our existing range of products and services, and allow access to new markets. In the end the acquisitions will enable us to further sharpen our offering and generate added value to our customers.

Outcome 2019/2020: The company has a customer-centric acquisition strategy, and during the period the precision dispensing company SCIENION AG was acquired. The acquisition is in line with CELLINK's commercial strategy, has strengthened CELLINK's product offering, and has brought the Group closer to the patient through products that are used in human diagnostics. The acquisition also supports future growth in industrial and clinical applications.

CELLINK Group's strategy 2021, focus areas:

  • Strengthen our position as the leading bioconvergence company in the world
  • Reach financial targets
  • The best customer care in the industry
  • Best supply chain, quality, and design in the industry
  • Happy and motivated team
  • Develop a sustainability agenda

M&A AGENDA

Since CELLINK was founded, the ambition has been to develop and acquire technologies that improve the life and health of humans. From the first innovative application in bioprinting to revolutionizing drug development to starting to work proactively with disease and health through diagnostics. We see great gains in adding products and technologies that make our, already, strong offering more comprehensive and that also enable us to provide even larger parts of our customers' workflows. We see that the future of medicine will mean improved tissue and disease modeling, analysis, and diagnostics.

In December 2018 CELLINK made the first acquisition with Dispendix, followed by cytena in August 2019 and SCIENION and subsidiary CELLENION in September 2020. The companies have successfully been integrated in the Group and with our shared expertise we can provide innovative workflows and market leading solutions to our customers.

CELLINK will continue to explore the opportunities with focus on target companies on the bioconvergence arena and look for potential to branch out into new additional verticals or strengthen our market position. We will also continue to move in the direction where we are taking one step closer to the patients and improving health around the world.

INTERVIEW

Gusten Danielsson, CFO

Q: What kind of companies are you looking for?

For us, it is important that the companies we acquire match our ambitions, has entrepreneurial spirit and, above all can be aligned to our bioconvergence agenda. We invest in entrepreneurial companies with ambition, the desire to make a difference and passion for what you do. We aim to find companies that are built by determined people who want to be part of our journey and create the medicine of the future.

Q: How do you work to integrate the companies in a good way? This work is led by the Business Area Manager in the business area of which the acquisition will be part of. We initially set an ambitious 100-day plan that deals with everything from the getto-know process to quickly leveraging on identified synergies. This can involve combining our strong product offering through efficient workflows which enables our customers to reach their business targets to harmonizing processes in marketing, sales and R&D.

BIOSCIENCES

Easy-to-use technologies that facilitate faster and smarter workflows in single-cell omics, combinatorial screenings, next-generation sequencing and proving monoclonality for cell line development.

Whether scientists are setting up smarter workflows in singlecell omics, next generation sequencing or assuring monoclonality in cell line development, they are empowered to work faster and smarter thanks to CELLINK's versatile liquid handling and bioprocessing technologies. Our non-contact liquid handlers enable the highly multiplexed assembly of thousands of chemical reactions within minutes and more flexibility in assay development. Our proven single-cell dispensing technology allows for the deterministic single-cell isolation of a wide range of cell

types, including CHO, HEK, primary cells, yeast and bacteria. Our advanced imaging technologies offer multiple, documented image-based assurances of monoclonality and increase the speed and efficiency of single-cell cloning workflows. For the automated monitoring of cell-based assays, we developed an innovative live-cell imaging system. Additionally, our new class of high-throughput microbioreactors enable parallel cultivations in 96-well plates to bring production bioreactor conditions to the 150 to 800 µL scale level.

APPLICATION AREAS

Molecular biology and multi-omics are fast-growing fields with ever increasing requirements for higher throughput and automation. We provide user-friendly instruments that allow for the gentle handling of cells and rare samples, rapid transfer of liquids and reagents as well as downstream analysis platforms to gain valuable insights from experiments. Bringing efficiency and speed to multiple application areas.

Single-cell omics

Performing high-throughput single-cell omics analysis demands the use of flexible platforms that can accommodate a wide range of different assays. We provide an open, robust and automated platform for plate-based single-cell analysis workflows, including single-cell RNA-seq, single-cell genome sequencing, single-cell proteomics, as well as the latest assays for single-cell multi-omics.

Cell line development

The production of recombinant proteins plays a major role in the life sciences, biotechnology and medicine, and enables the development and production of many successful biopharmaceuticals. Based on early regulatory guidelines released by the U.S. Food and Drug Administration (FDA) and others, the production cell line of recombinant proteins is to be cloned from

a single progenitor cell in order to minimize population heterogeneity and facilitate isolation and subsequent selection of high producing clones.

Live-cell imaging

Live-cell imaging lets scientists monitor the dynamic of cellular phenotype particularly when the endpoint of the assay is unknown. The CELLCYTE X™ offers live-cell imaging for real-time tracking of cell behavior in response to various compounds. The device is compact and fits in an incubator for timelapse cell imaging. Automation significantly reduces hands-on time for cell-based assays. In addition, it comes with built-in tools for the analysis of cell proliferation, cell viability, cell migration and more.

Liquid handling

The automation provided by our I.DOT and I.DOT Mini non-contact liquid handlers reduces hands-on time, operator bias, the risk of cross contamination across multiple liquid-handling tasks, while saving thousands of pipette tips. It is not only one of the fastest but also one of the most versatile solutions on the market, allowing customers to cut costs and timelines in a variety of molecular assays, including single-cell omics, NGS library prep, high-throughput drug screening, qPCR, synthetic biology and other cell-based assays.

As next-generation sequencing (NGS) library prep is a significant cost of the total workflow, miniaturization of library prep enables the generation of high-quality samples while reducing overall costs. With nanoliter dispensing capabilities, the I.DOT product line provides easy reaction miniaturization, while maintaining the flexibility to perform various types of NGS library protocols. The innovative instrument is also compatible with a wide range of plate-handling robots and can be integrated into fully automated platforms.

In an emerging the study conducted by the Dr. Nicola Crosetto's lab at Karolinska Institute they used the Immediate Drop-on-demand (I.DOT) technology to both automate and streamline a versatile technique for preparing multiplex DNA sequencing libraries from low-input samples, with high accuracy, speed and significant reduction in liquid reagent volumes. The study revealed that this technique, called COVseq, could easily be applied to ongoing pandemic genomic surveillance and could be adapted to other pathogens such as influenza viruses. The analysis of costs showed that the technique could be used to sequence thousands of samples per week for less than \$10 per sample, including library preparation and sequencing costs.

Dr. Jonas Schöndube Business Area Manager, Biosciences

Q: Creating the future of medicine is CELLINK's vision but what does that mean within the field of bioscience? At CELLINK Biosciences, we develop tools that help our customers find the best drug candidates and bring them to the market at an unseen speed. Our products help pharma companies screen thousands of drug candidates in order to find the right one and we can also help manufacture drugs much faster.

For example the combined workflow of the I.DOT and the F.SIGHT enables highly cost-efficient single-cell omics workflows. Single-cell omics is currently one of the most dynamic research fields in our industry and a keystone to generate a better understanding of many diseases, such as cancer.

Q: Cell line development seems like something everyone is talking about nowadays, what is unique with CELLINK's approach?

Cell line development is a crucial step for manufacturing virtually any biopharmaceutical drug. Furthermore, it is essential in many emerging therapeutic approaches such as cell and gene therapy. So yes, there is huge interest in the biopharma industry in optimizing and speeding up these workflows.

With our recent product launches we're now able to offer a full workflow, which combines months of time savings with unique flexibility at a reasonable cost.  This workflow has helped the

rapid global adoption of our products and we are proud to have more than 15 of the top 25 pharma companies amongst our customers.

Q: The C.WASH was launched during Autumn 2020, how has it been received and what kind of features are characteristic for the product?

The C.WASH launch exceeded our expectations by far. It was a great experience! We launched this system in a time when the global supply chain of pipette tips is under immense pressure. Next generation sequencing is currently being ramped up to find mutations in COVID-19 in many countries. One of the C.WASH's advantages is that it offers an unconventional high-through put technology for pipette-tip-free clean-up in next generation sequencing. Long term, we see huge potential for the C.WASH in cell-based assays for drug screening and single-cell omics applications.

PRODUCT PORTFOLIO

I.DOT

Immediate Drop-on-demand Technology (I.DOT) brings intuitive automation, precision and speed to non-contact liquid handling tasks like next-generation sequencing library prep, high-throughput screening and cellular assays. It reduces hands-on time and operator bias and works with low volumes for assay miniaturization. Droplets of multiple liquid classes are dispensed into the target plate below the source plate, eliminating carryover and cross-contamination.

I.DOT Mini*

Featuring Immediate Drop-on-demand Technology (I.DOT), the lightweight I.DOT Mini optimizes non-contact liquid handling tasks to bring intuitive automation, precision and speed to every lab in a more compact footprint. It reduces hands-on time and operator bias and works with low volumes for assay miniaturization. Droplets of multiple liquid classes are dispensed into the target plate below the source plate, eliminating carryover and cross-contamination.

C.BIRD™*

This microbioreactor offers parallel cultivations in 96-well plates, bringing the production capacity of bioreactors to the 150 to 1,600 µL microbioreactor scale. It screens and enables the early identification of the highest producing and most stable clones in order to reduce later passaging steps and scaling-up efforts. Compared to traditional static culturing, the C.BIRD improves cell proliferation, recombinant protein yield and volumespecific productivity.

C.SIGHT™

Easy-to-use software and an interactive well plate allow you to freely define and automate cell line development experiments with the C.SIGHT. It ensures efficient, fast and highly precise single-cell dispensing, provides assurance of clonality for regulatory filings, maintains high cell viability and recovery, minimizes cross-contamination, and includes an integrated deionizer to remove electrostatic charge. Thanks to its innovative design, the benchtop cell dispenser can be operated inside a sterile environment. The hatch with flap protects your samples and substrates during processing.

B.SIGHT™

For the first time, you can dispense single bacterial cells with the precision and efficiency of our patented single-cell dispensing technology. The instrument can be used at 37°C and under anaerobic conditions. With our new disposable cartridges, even smaller droplets are produced for stable and accurate bacterial encapsulation. The extremely high-resolution optics with inline illumination make the smallest cells visible, while staining and labeling are not required to isolate single bacteria.

F.SIGHT™

Process both unlabeled and fluorescent cells with the highest efficiency when using this single-cell dispenser, which offers high-precision droplet dispensing within a millimeter. Additionally, dual cameras capture bright-field and fluorescence simultaneously at full resolution, data is recorded and saved for future analysis and assurance of clonality, and an embedded deionizer efficiently removes electrostatic charge. The dispenser's high efficiency requires minimal quantities of pre-stored medium or reagents, an ideal feature for low-volume assays and single-cell omics. The preloaded software is fast and intuitive so you can design your individual fluorescence experiments within minutes.

Single-cell Printer™

This automated benchtop single-cell dispenser features an open deck with two separate carriers for loading 96- or 384-well plates. The dispensing head with dispensing unit and optics can be moved freely on a 3-axis robotic stage. Plate-handling robots can freely access the open deck and load and remove plates. The open deck design is ideal for integrating with other laboratory automation or third-party scheduling software.

C.WASH™*

Using centrifugal force, this unique plate washer automates the rapid and highly reproducible washing of entire 96-, 384- and 1,536-well plates. Liquids are removed without needles or pipette tips for the noncontact washing of cells, ELISA assays and bead-based DNA purification. The C.WASH retains specified target molecules, while clearing out others, for more efficient assay performance, and researchers collect better data thanks to reduced background noise and lower variation. This optimized method of plate washing improves the reproducibility of results, drives down costs, reduces timelines, maximizes overall assay efficiency and seamlessly integrates into automated high-throughput screening (HTS) workflows.

Solaris Bioreactors

Available in a full range of volumes, from 200 mL to 20 L, these scalable and sterilizable-in-place (SIP) benchtop fermenters and bioreactors support a broad range of applications—from microbial fermentation to cell cultivation—and can be used for batch, fed-batch, and continuous processes. Growing cells in these bioreactors gives you total control over the most critical cell culture parameters, including temperature, dissolved oxygen, pH, carbon dioxide, cell density, and glucose and metabolite concentrations.

Quantifies cells and particles passing a measuring pore exposed to a low voltage electrical field. Based on a cell's size and conductivity, a resistance signal is gener ated and recorded. Living cells generate high resistance signals due to their intact membrane structure. Dying or dead cells, which cause much lower resistance due to their increased membrane permeabil ity, are measured by the size of their cell nuclei. Within seconds, measurement is performed noninvasively without using distorting dyes. Analysis of more than 4,000 cells per run ensures statistically significant results. CASY quantifies all relevant parameters, including cell viability, size and aggregation—at extremely low running costs.

CELLCYTE X™

Get the full picture of cellular health and response with kinetic assays from inside an incubator with the CELLCYTE X live cell imager. Unlike traditional end-point assays, in which cells are observed at one time point and conclusions are drawn about cellular response, live cell imaging gives a more complete picture of cellular response with images of the cells over many time points to draw more insightful conclusions.

Open qPCR

Bring the power of real-time qPCR to your lab with the Open qPCR system. Enjoy seamless data generation for all your DNA amplification needs, run faster cycles, quantify DNA or RNA with confidence, and detect a single copy or 10 billion in the same experiment with a high dynamic range over 1,010. Dual channels detect two targets per sample, using dedicated per-channel photodetectors and automat ically applying color compensation/de convolution to virtually eliminate crosstalk between channels.

OPTIMIZED CELL LINE DEVELOPMENT WORKFLOW

CELLINK is offering a market-leading workflow for our customers in cell line development (CLD) that enables the developing and manufacturing of lifesaving biopharmaceutical drugs faster and at lower costs. Read more about CELLINK's offerings in each step of the optimized workflow.

1. TRANSFECTION

In the past, transfection, the introduction of any nucleic acid molecule by non-viral means into cultured eukaryotic cells, referred only to DNA, but this has changed with the development of additional applications such as RNAi and CRISPR. 

2. CELL COUNTING

With our cell quantifier CASY, a resistance signal is generated and recorded based on the size and conductivity of cells passing a measuring pore. The change in resistance signals

allows for the differentiation between living and dead cells, thus simplifying the counting and cloning process of single cells for CLD.

3. SINGLE-CELL CLONING AND DOUBLE ASSURANCE OF MONOCLONALITY

Our single-cell dispensing technology allows for deterministic single-cell isolation, offers documented image-based assurance of clonality, and provides efficient and fast single-cell seeding combined with excellent cell viability. It streamlines CLD workflows by automating labor- and time-intensive steps. Our all-in-one solution, the UP.SIGHT™ enables nozzle imaging and 3D Full Well Imaging for a double assurance of monoclonality from two independent optical apparatuses, with a >99.99% probability of clonality.

4. COLONY GROWTH MONITORING

With the precision microscopic system offered by the CELLCYTE X™, a complete control of the setup of new experiments can be achieved and high-definition images can be recorded from inside an incubator for maximum cell viability. A range of formats, from 6-well up to 96-well plates, can be loaded, and cell confluency for each well can be quantified, laying the groundwork for the complicated upscaling process.

5. EARLY SUSPENSION CULTURE & UPSCALING

Our innovative microbioreactor platform, the C.BIRD™, was developed to enable suspension culture early in the CLD process. This is a high-throughput instrument for parallel cultivations in 96-well plates, bringing the production capacity of bioreactors to the scale of 150 to 1,600 µL microbioreactors. This allows for early identification of the most productive and stable clones to reduce the later passaging steps and efforts of current upscaling processes.  

6. BIOREACTORS

SOLARIS's benchtop fermenters and bioreactors are efficient platforms for a broad range of R&D and product development applications. These versatile and scalable instruments bring the automation and intuitive software of lab-scale systems to the benchtop and cover a broad range of applications — from microbial fermentation to cell culturing — using batch, fed-batch or continous processes. 

7. SELECTION OF HIGH PRODUCER CLONES

CELLINK's high-throughput workflow features an extensive portfolio of innovative technologies and instruments that significantly increase the speed, quality and efficiency of critical CLD steps when developing biopharmaceuticals. 

BIOPRINTING

State-of-the-art systems that combine user-friendliness, accessibility and cutting-edge capabilities to enable bioprinting with any cell line, in any geometry, using any biomaterial.

As the global 3D bioprinting leader, CELLINK develops breakthrough technologies for biofabrication, including extrusion-based bioprinters, light-based bioprinters, bioinks and consumables. Whether it's 3D cell culturing, 3D bioprinting constructs, forming spheroids or fabricating hydrogel-encapsulated drugs for extended release, CELLINK's 3D bioprinters help automate and accelerate research efforts.

APPLICATION AREAS

Three-dimensional (3D) bioprinting enables the precise geometrical arrangement of multicellular constructs to better recapitulate in vivo human physiology and facilitate the production of more relevant in vitro tissue and disease models. Researchers are offered an automated assay tool with applications in cancer research, molecular physiology, drug development, tissue engineering and organ-on-a-chip devices.

3D extrusion-based bioprinting

Our extrusion-based 3D bioprinters precisely dispense bioinks layer by layer and are designed with flexibility in mind to give bioengineers the freedom to work with a wider range of biomaterials, opening the door for more relevant 3D cell culturing and tissue engineering. In 2020, researchers from the Florida A&M University, using the BIO X, were able to bioprint more cost-effective human corneal stromal models that were both more geometrically accurate and physiologically relevant for ocular drug development.

3D light-based and holographic bioprinting

Our light-based technologies, the digital light processing Lumen X and the holographic Holograph X™, cure whole layers or blocks of PhotoInk™ simultaneously only where they have been illuminated. These light-based bioprinters are being used to fabricate microfluidic organ-on-achip models with their own vasculatures, which in turn can be used to study the perfusion of targeted drugs and particles in more physiologically relevant human models. The merger of 3D bioprinting and microfluidics made possible with light-based bioprinters opens the door to on-demand and personalized organ-on-achip models that could replace many preclinical steps in future drug trials and even reduce our dependence on animal testing for therapeutics and cosmetics.

To better understand the role of microenvironmental cues on the developing human heart, researchers from Georgia Tech and Emory University used CELLINK's Lumen X™ to 3D bioprint anatomically accurate, functional models of a human heart. These high-fidelity models would allow scientists to precisely tune microenvironmental factors, such as flow and geometry, in order to study developmental processes and underlying diseases.

Bioink development

Since its founding in 2016 as the developer of the first universal bioink, CELLINK has offered a wide range of bioinks with optimized formulations that ensure the viability of cells before, during and after the bioprinting process. A bioink can be any natural or synthetic polymer selected for its biocompatible components and favorable rheological properties, which temporarily or permanently support living cells to facilitate their adhesion, proliferation and differentiation during maturation. CELLINK continues to develop a variety of specialized bioinks, including tissue-specific formulations that more accurately mimic natural tissue patterns.

Artur Aira Business Area Manager, Bioprinting

Q: You are the new Business Area Manager for Bioprinting, what will be your focus 2021?

For the last three years I have had the opportunity to work with the CELLINK team as a member of the Board of Directors. I have seen the company develop and grow tremendously well. Together with my team I look forward to explore all the opportunities especially those making it possible to integrate our bioprinting offering with other biotechnologies. My initial focus for 2021 will be to get to know my team, set our direction going forward and to make sure that we stay close to our customers.

Q: The BIO X6 was launched during 2020

– tell us more about the project

I followed this project as a board member and the BIO X6 is the result of endless of hours spent on product development. Our sales and marketing team also did a great job in launching the product to the market. The design is great, BIO X6 is probably the most beautiful bioprinter ever been made. BIO X6 builds on previous success with the BIO X platform and adds new features. BIO X6 has six printheads which enables a higher throughput, capacity, and versatility in application. For example, multi-material constructs, coaxial printing as well as multiple crosslinking modalities in the same protocol are all made possible with the BIO X6. As a researcher the BIO X6 is ideal for cell culturing, tissue engineering and drug screening application. In essence I think the BIO X6 development process from product

development to delivery to our customers seizes the CELLINK way of doing things – through true teamwork.

PRODUCT PORTFOLIO

BIO X™

This innovative 3D bioprinter's compatibility with virtually any material makes it the go-to for industry leaders at the forefront of today's greatest scientific breakthroughs. Whether you are automating 3D cell cultures, printing complex constructs or testing drug compounds on tissue or disease models, the BIO X's three printheads offer the advanced functionality and versatility needed to optimize workflows in a wide range of application areas.

BIO X6™*

With six printheads in total for unparalleled versatility, this innovative bioprinter makes it easier to produce more complex and sophisticated constructs with a broader range of materials, cells and crosslinking tools. With many possible combinations, the six slots significantly increase throughput, cut down on print time and improve experiment efficiency. The BIO X6 is the preferred system for researchers seeking to enhance 3D cell culturing, tissue engineering, disease modeling and drug screening applications.  

INKREDIBLE+™

Offering advanced sterility, precision and versatility, this 3D bioprinter is robust, reliable and fits compactly on your benchtop. The technology offers pneumatic-based extrusion, dual printheads with high XYZ resolution, and built-in UV crosslinking for quick and easy bioprinting, stabilizing and monitoring of constructs from the easy-to-read LCD display or a standalone computer.

LUMEN X™

Powered by Volumetric, the Lumen X digital light processing (DLP) bioprinter enhances applications in microfluidics, cellladen hydrogels, macroporous structures and more. It offers speed, high resolution and works with a range of biocompatible PhotoInk™ options, making it the ultimate light-based 3D bioprinter for rapidly producing microfluidic channels as small as 150 µm and organ-on-a-chip devices.

HOLOGRAPH X™

Provides ultra-high resolution 3D bioprinting at the micrometer level using holographic stereolithography (SLA). With a spatial light modulator (SLM) and beam expander, it simultaneously cures millions of points of light in specially designed biocompatible bioinks, achieving bioprinting speeds of up to 250,000 voxels per second, which is up to 84 times faster than other multiphoton bioprinters.

BIOINKS & BIOMATERIALS

In addition to our flagship CELLINK Bioink, the first universal bioink formulated to print human tissue models with any 3D bioprinting system, we offer training bioinks, bioinks formulated for light-based bioprinters, tissue-specific bioinks and biocompatible thermoplastics, as well as base materials, thickeners and additives for developing custom bioinks.

INDUSTRIAL SOLUTIONS

Complete product, process and service solutions in precision dispensing, multiplex analysis, miniaturization and automation, enabling research-to-production scalability.

We serve customers in the life science and diagnostic industries around the world with a unique product portfolio for assay development and manufacturing, as well as client-specific solutions, such as application support and customized hardware or software. Our proprietary, award-winning non-contact dispensing technologies are unique tools to gently print capture molecules onto any surface. sciDROP PICO and NANO technologies allow for high precision dispensing in the pico- to microliter range, while cellenONE single-cell isolation and dispensing technology opens up new dimensions for cell line development and single cell sequencing.

APPLICATION AREAS

Our customers in the life science and diagnostic industries benefit from our complete solutions, total solution services and 20 years of expertise in in precision dispensing. We support customers in medical device and diagnostic applications, including biosensors, Point of Care Testing, Lateral flow, microarrays, drug delivery as well as cutting-edge single cell research systems. Miniaturization also controls single cell isolations and dispensing as well as spheroids and organoids for downstream molecular analysis. This attracts a growing interest with the development of singlecell assays and cell-based biosensors.

Point-of-care diagnostics

Advances in disease diagnostics now offer clinicians a staggering degree of accuracy, but access to results generally requires a well-equipped lab and a few weeks' waiting time. This has led to the rise in demand for point-of-care testing (PoC) devices that ensure the quality and performance requirements of in vitro diagnostics, performed quickly by non-experts. Lateral flow assays (LFAs) are designed as a reliable, fast, easy-to-handle and lowcost diagnostic platform for onsite testing at the point-of-care, and there is a need

for advanced array-based LFAs. We offer miniaturization and multiplexing of classic LFAs to multianalyte detection, enabling rapid, low-cost and reliable quantification.

British medical device developer QuantuMDx (QMDx) have partnered with us to take QMDx's highly multiplexed nanowire array to market. This biosensor is a component of QMDx's flagship product Q-POC, a handheld molecular diagnostic device that will provide results at lower costs, in 30 minutes, and at the patient's side. These devices are also paving the way for novel home health monitoring systems and provide valuable data for personalized medicine.

Consumer health and environmental protection

Quantitative analysis of volatile organic compounds is important for a great variety of applications in consumer health and environmental protection. It plays a crucial role in the food industry, for example, as frying may cause the release of toxic degradation products. SCIENION and the COLODOR consortium are collaborating on the development of sensors for the detection of toxic volatile organic compounds in modern cooking equipment.

Milk still remains a basic and popular product consumed worldwide, therefore its quality and safety are of major importance. The possible presence of antibiotics in milk is a concern because antibiotic residues can affect people's health and in the worst cases may even contribute to antibiotic resistance. Furthermore, antibiotic residues in milk can impair the production of cheese or yogurt as they inhibit the starter cultures. Using our sciFLEXARRAYER technology, our partner Unisensor has developed the Extenso platform that allows for the simultaneous detection of 100 antibiotic residues in milk within minutes.

The development of efficient, sensitive, robust, rapid and inexpensive tests to monitor various aspects of water quality represents an essential milestone within the strategy for control and prevention of diseases caused by waterborne pathogens and algal toxins. Our commitment to developing efficient, sensitive and robust multiplex tests for water quality analysis is reflected by our involvement in various research projects such as microAQUA or Rheines Wasser.

PRODUCT AND SERVICE PORTFOLIO

sciFLEXARRAYER

This state-of-the-art product line enables the automated, ultra-low volume dispensing of liquid samples for diagnostics and life science research applications. A wide range of biomolecules, organic solvents and viscous liquids are homogenously dispensed onto manifold targets such as MTPs, biosensors, and glass slides. This system is available in four configurations to meet the needs of all our customers — from the early stages of research to high-throughput manufacturing: S3 for early R&D, S12 for medium-scale production, SX for high-scale production, S100 for in-line high-throughput production.

cellenONE®

This revolutionary instrument combines the optimized liquid dispensing of the sciDROP PICO with an advanced visual processing solution for real-time and highly accurate single-cell isolation and

dispensing. Using gentle acoustic waves to generate droplets, it offers outstanding cell viability for all cloning applications and maintains protein expressions for sequencing applications. It also delivers high recovery when processing a wide range of samples, from minute cell suspensions of a few dozen cells to much larger samples with thousands of cells. Both available configurations, X1 and F1, offer enhanced image-based single-cell isolation, while the F1 can use either fluorescence or non-fluorescence during cell isolation.

sciREADER

The two available configurations, sciREADER FL2 and sciREADER CL2, enable high-quality imaging and multiplex sample analysis of various formats, including 96-well plates, slides, membranes and custom biosensor formats. The powerful and user-friendly onboard sciREAD software allows for flexible

imaging and data interpretation, while the grid alignment and spot finding algorithms enable automation of the analysis. The sciREADERs support many applications, including standard single parameter assays, genotyping and pathogen identification, DNA and protein multiparameter analysis, clinical diagnostics, food and plant analytics, and drug development.  

Complete workflow solutions

We provide complete product, process, and services solutions. From proof-ofconcept to high-throughput production of commercial tests and devices for a single partner. Based on our core technologies and decades of experience, our team provides comprehensive services ranging from material selection, assay development, multiplex analysis, miniaturization, automation, supply chain logistics, quality management, process development and scale-up towards commercialization.

INTERVIEW

Dr. Holger Eickhoff Business Area Manager, Industrial Solutions

Q: SCIENION has been part of the CELLINK Group since September 2020 – what are the benefits?

We have found great partners for the future. The teams at CELLINK, cytena and Dispendix are passionate, super-skilled and know exactly what they do. It is a pleasure to talk to those specialists and develop solutions together, that weren't possible before. We have for example a lot of exchange in single cell dispensing and its applications with cytena. It seems like we together have formed the world centre of gravity how to handle single cells gently and reproducibly for a later cloning or analysis.

Q: In what way has Industrial Solutions been able to support in the fight against COVID-19?

We have multiple customers with diagnostic products for diagnosing COVID-19. We were able to announce our work with Randox in June 2020 and could support some other customers with inline manufacturing equipment for the production of COVID-19 tests. We estimate that worldwide daily more than 50,000 multiplexed COVID-19 tests are manufactured and used which are based on our technology. In addition to that, we currently produce more than 10,000 multiplexed COVID-19 tests in house on a daily basis for customers in the UK.

Q: What was you and your team's biggest achievement during the past year? What were you most proud of?

One big achievement of our team was, that we could deliver and commission inline manufacturing systems for COVID-19 test production within 7 weeks after order. Before the pandemic, the delivery time for such systems was between 6 and 9 months. We really saw how we could fight COVID-19 with hard work, passion and reliable suppliers!

We are also very proud on the single cell sequencing results obtained with our in house developed technology. It seems like we are becoming a major player in that booming field. I'm personally very proud of the teams at CELLENION and SCIENION, because it seems that although COVID-19 forced us not to meet in person, that we have moved closer together, also with other parts of the CELLINK Group, to fight the pandemic. That is very rewarding and motivating!

RESEARCH & DEVELOPMENT

CELLINK is actively working with research and development to improve current technologies and products. The company's R&D team consists of over 200 engineers and scientists who, in collaboration with researchers around the world, work together to make technological advances in Bioprinting, 3D cell culture, cell line development, live cell imaging and analysis as well as high-precision nano- and pico-liter liquid handling industrial solutions for molecular biology assays and molecular diagnostics. We are deeply engaged in protecting the technologies and products we work hard to invent and develop. Most of the technologies invented within the Group are patented and patent-pending, which is a good basis for strengthening our position as the leading bioconvergence company.

The CELLINK R&D process begins with an intimate understanding of our customers' needs, desires, and preferences. This is a hands-on process where we actively reach out to understand real potential and current customers, not only relying on market studies. Throughout the user research phase, we gain valuable insights which guide our product development plans and the introduction of new products, solutions and services that create demand. Once we have defined our customers needs, we hand this over to our highly motivated CELLINK Agile Product Teams, which have the skill sets required in biology, biomaterials science, hardware engineering, software engineering, optics, industrial design and product development to create award-winning technologies and products that customers love.

INTERVIEW

Dr. Héctor Martínez, CTO

Q: What does innovation mean for CELLINK?

Innovation is deeply rooted in CELLINK's DNA. Our innovation strength is fuelled by new thinking, embracing change and speed. During 2020 this approach was proof-tested when COVID-19 became a reality. Our strong innovation agenda made it possible to launch products that could support the society in fighting the pandemic. We also managed to keep our fast pace and carried out launches of several ground-breaking products.

Q: How do you create the right environment for great and innovative ideas to prosper?

We promote innovation by encouraging our teams to work in unchartered territories, at the interface of exciting fields of research such as Biological Sciences, Biotechnology, Engineering and Computer Science. Also, we nurture agility, speed and autonomy in teams by working in small, effective groups.

230+ PATENTED AND 200+ ENGINEERS & SCIENTISTS

PATENT-PENDING

INNOVATIONS

R&D INVESTMENTS 2019/2020

During 2019/2020, we made strategic investments in R&D with cutting-edge technologies within bioprinting, 3D cellbased assays, cell line development, live cell analysis and high-precision liquid handling. The majority of R&D investments were in recruitment of talented engineers and scientists across all our geographic locations. This significant expansion and investments in R&D resulted in the development and successful launch of award-winning products such as the BIO X6 3D bioprinter, CELLCYTE X live cell microscope, I.DOT Mini non-contact liquid handler, C.WASH micro-titer plate washer as well as unique consumables and reagents for these products.

CELLINK'S IP PORTFOLIO

CELLINK's IP portfolio includes 230+ patented and patent-pending innovations. The geographic spread of our IP portfolio covers a total of 19 regions, with a focus on WIPO, EPO and United States.

Bioprinting

Our technology portfolio within 3D Bioprinting, 3D cell culture and live cell imaging includes 90+ patents and patent applications in approximately 20 patent families. Our core technology in bioinks and 3D cell culture materials is protected by

patenting the use of specific combination of materials for 3D bioprinting applications.

Biosciences

Our technology portfolio within Biosciences includes 76 patents and patent applications and two exclusive patent licenses. Proprietary solutions protected such as the Immediate Drop on Demand Technology and the pure-plate cartridge in the I.DOT. Our patents cover key elements and innovations to gatekeep advanced applications in single cell dispensing, monitoring and culture as well as key innovations in compact, live-cell imaging microscopes for cell analysis.

Industrial Solutions

Our technology portfolio within Industrial Solutions, includes 59 patents and patent applications. Our sciDROP PICO is a state-of-the-art, non-contact dispensing technology enabling accurate and precise droplet deposition for multiplexed molecular diagnostics applications as well as in-line production of diagnostic tests and biosensors. Our patents also cover key elements and innovations that enable certain applications in order to gatekeep advanced applications in multiplexed pointof-care testing.

Itedale Namro Redwan Chief Scientific Officer, Bioprinting

Q: How would you say CELLINK is changing the industry? CELLINK is very different from conventional instrument providers. Our mission is to change the future of medicine by providing the most advanced solutions, cutting edge innovations, and technologies to the life science industry. We are a very customer-centric company! We work together with our collaborators in hundreds of labs across more than 65 countries to deliver the best quality products and support.

Q: What is you and your team's proudest achievement during the year?

As everyone else we at CELLINK were hit by COVID-19 during the first quarter of 2020. In a very short time we managed to initiate, plan, and execute producing hand sanitizer to Swedish hospitals. Thanks to our expertise and capacity to produce various gels used in the company's bioink products we derived our own formula. In three weeks, we ordered labels and bottles, got all the legal documents in place, and trained the production

team. As a quality trademark we received an order from the National Board of Health and Welfare in Sweden very much thanks to our dedicated team and our expertise.

Q: Why is it so important with collaborations and partnerships?

Collaborations and partnerships have been essential to helping CELLINK foster imperative relationships within the community. From day 1, we have established a united front to ensure we understand our collaborators needs to develop the right technology and provide the proper support to innovate the future of medicine.  We have always made it our top priority to grow and succeed together. 

We are helping each other to succeed by continuously providing feedback on products, solutions, identifying potential improvements and missing solutions. In the end, our customers success is our success. 

SCIENTIFIC ADVISORY BOARD

The Scientific Advisory Board (SAB) consists of key opinion leaders in the diverse and leading fields of personalized medicine, regenerative medicine, single-cell genomics, diagnostics and drug discovery and development. All with an extensive track record in leading cutting-edge science, technology and business. Through our SAB we get access to a solid platform for exchanging ideas, sharing knowledge and networking with world-renowned experts. Our advisors play an important role in finding strategic directions for science and technology and are highly valuable in the process of shaping our product portfolio and research programs as we strengthen our position as the leading bioconvergence company.

PROF. ROBERT LANGER

Scientific Advisor

Professor from the Massachusetts Institute of Technology (MIT). Professor Langer is a Lemelson-MIT prize winner, the world's largest prize for invention, for being one of history's most prolific inventors in medicine. He is one of 3 living individuals to have received both the United States National Medal of Science (2006) and the United States National Medal of Technology and Innovation (2011). Dr. Langer has written over 1,500 articles and filed over 1,400 patent applications worldwide, of which more than 900 have been granted. Dr. Langers patents have been licensed or sublicensed to over 400 pharmaceutical, chemical, biotechnology and medical device companies.

PROF. IDO AMIT

Scientific Advisor

Professor of Immunology at Weizmann Institute of Science. Prof. Amit is a leader in the field of immunogenomics and a pioneer in development of single-cell genomic technologies and their application to characterize the immune system. Recipient of the EMBO Gold Medal award and an HHMI International Research Scholar for his work revealing the function of the immune system.

ROLF CLASSON

Advisor

Mr. Classon was Chairman of Bayer HealthCare AG and Tecan Group Ltd, served as CEO of Bayer Diagnostics. Recently he was board member of Hill-Rom Corporation, Auxilium Pharmaceuticals, Sequana Medical, Aerocrine AB, Millipore Corporation, Prometheus Laboratories and Enzon Pharmaceuticals Inc. Mr. Classon currently serves as Chairman of Perrigo and as a board member of Fresenius Medical Care and Catalent.

DR. ALI KHADEMHOSSEINI

Scientific Advisor

Dr. Ali Khademhosseini served as Professor at Harvard-MIT, Brigham and Women's Hospital and at Harvard Medical School, was formerly Levi Knight Professor of Bioengineering, Chemical Engineering, and Radiology at UCLA, and has now been appointed Director and CEO of the Terasaki Institute for Biomedical Innovation.

PROF. DAVID WILLIAMS

Scientific Advisor

Professor at Wake Forest School of Medicine and is regarded as a leading authority on biomaterials, medical devices and biocompatibility. Authored over 400 technical papers within these fields.

RAMPING UP FOR A GLOBAL PANDEMIC Randox Laboratories

Early on, as the COVID-19 pandemic rattled every corner of the globe, healthcare institutions scrambled to accurately and efficiently test for COVID-19 in order to contain its spread. CELLINK'S SCIENION engineering team developed a full custom-made solution with the sciFLEXARRAYER S100 in-line system to fulfill Randox's manufacturing needs. Pairing Randox's deep understanding of diagnostics with SCIENION's leading expertise in high-throughput microarray manufacturing, this customized solution brought reliable rapid diagnostic testing technology to the frontline for widespread use in all affected regions during the COVID-19 pandemic.

44 | CELLINK ANNUAL REPORT 2019/2020

OUR PEOPLE

Since our founding in January 2016, our goal has been to create the future of medicine. With that goal in mind, we have hired talented employees and have made championing their creativity, innovation, and technical excellence a paramount priority. Wholeheartedly convinced that our employees are the key to our success, we fostered and nurtured a unique culture. We are proud to have welcomed 218 new employees during the period and have focused our HR efforts this year on integrating them into the CELLINK culture.

THE CELLINK CULTURE

From being the first company to produce a universal bioink to providing accessibly priced bioprinters to becoming the world's leading bioconvergence company, we have accomplished all our goals by staying committed to our core values: passion, inspiration and persistence.

We have a global policy which everyone signs in their onboarding process. It permeates how we conduct ourselves and treat each other, both internally and externally. It describes our corporate culture, how we act in a trust-inspiring way, and how we build long-term relations with colleagues and customers, business partners and suppliers. It also has information on the whistle-blower function, introduced to ensure compliance with our policy.

ANTI-HARASSMENT POLICY

Every individual has the right to work in a professional atmosphere that promotes equal employment opportunities and is

free from discriminatory practices, including offensive treatment and harassment. We prohibit any kind of offensive treatment, harassment or sexual harassment against direct reports, co-workers or any person working for or on behalf of CEL-LINK. Every employee, regardless of their position, is expected to cooperate fully with our zero-tolerance policy. Appropriate and immediate action will be taken in response to any violations of this policy.

COMMUNICATION

A top priority this year has been to improve internal communication. We have taken several steps, including establishing new procedures and posting best practice guidelines for communicating more effectively across our internal platforms.

We have improved our platform, Share-Point, by organizing pages and setting up a structure for all departments on SharePoint that makes processes readily accessible to all employees. This includes

adding sections for the acquired companies as well, cytena, Dispendix, SCIENION and CELLENION. We have also set up two pages that outline our HR work, i.e., the employee life cycle and manager pages. The former offers access to policies and procedures for all our employees, while the managers page includes training and resources to help managers support their staff. During the upcoming year, our next focus is to increase communication between departments.

COPING WITH THE PANDEMIC

By establishing comprehensive COVID-19 policies, we have created a safe workspace in which those who are needed at the office can feel assured that we have done our best to keep them healthy. We have set up a resource page for COVID-19 on our intranet to encourage all employees to stay up to date on the latest information from trusted sources, like the World Health Organization and national or local health authorities.

Different countries have their own recommendations and these can also change day to day. Therefore, we adjust locally on our intranet. We have guiding principles for managers, employees, visitors, travelers, etc. We have also encouraged everyone to work from home if possible. For those who must work on location, we have established clear guidelines about masks and safety routines.

SEMIANNUAL EMPLOYEE SURVEYS

Twice a year, we carry out an employee survey to understand what employees appreciate about working at CELLINK but also what we can improve. The feedback helps HR set goals and determine which initiatives to focus on. HR is committed to improving the employee experience, and employees' valuable feedback is key. According to survey results in 2020, our main areas for improvement were communication and training.

PASSION

We don't just hire talented people – we look for those who are excited about making an impact. We burn for what we do and our passion helps us create the best products and most innovative solutions.

INSPIRATION

We inspire others to work with us and with our products. We're grateful to host a collaborative workplace of diverse and brilliant minds. Finding inspiration in feedback gathered from colleagues and users helps us innovate in ways an individual couldn't alone.

PERSISTENCE

We don't stop until we succeed. Throughout the highs and lows, it's essential to stay determined. This is to benefit our customers, and to encourage and strengthen our team. Without the supportive network a dedicated team provides, this company would not exist. We strive for excellence and don't settle for anything below the best.

THE CELLINK EMPLOYEE LIFE CYCLE

The recruitment process

We have welcomed many new employees during the period, by acquiring companies and also through recruitment. In the past year, we have streamlined the recruitment process, making sure that the best potential hires are matched with our talented teams. Internal promotion is important to us and gives employees a great opportunity for professional development and in 2020, internal promotions accounted for almost 10% of all new roles and positions.

Onboarding

We have grown with many new employees during the period were a more defined and streamlined onboarding process is integral to keeping our new employees motivated, focused and, ultimately, successful. By building a formalized onboarding process, we have ensured that the process can be scaled up as we grow as a company. As part of the new process, new employees are given a structured action plan for their first 100 days that establishes expectations and starts a dialogue early on to make it easier for the new employee to quickly adapt to their role.

Professional development

CELLINK is a company where the possibilities are limited only by our imagination. The ambitious growth strategy that we have successfully maintained has enabled myriad innovations within the biotech sector but has also pushed the boundaries of people management.

Creating a successful and stable infrastructure to support this rapid growth has been a key achievement for our HR department this year. The redefined processes, the improved internal communication and the shift towards standardized global learning strategies have helped make CELLINK in our ambition to be one of the world's best places to work.

The CELLINK Academy is a learning management system powered by the renowned company Talent LMS. This new platform allows us to create, catalog and track our internal training initiatives globally. It also keeps everyone up to speed and ensures that every one of our employees is properly onboarded and afforded the opportunity to grow within the organization.

INTERVIEW

Karin Danielsson, Global HR Director

Q: How have you helped employees stay motivated during the pandemic?

We have encouraged creative input from everyone to find the best ways to adapt to the new normal. To keep the teams motivated and safe we have supported our managers with guidelines, policies, and toolboxes. We have an agile communication structure where online meetings and the Group's joint WhatsApp channel always have been a part of our internal communication flow. This has been a huge advantage for us when many of our employees started to work from home. It has been a challenge to onboard new employees and to keep the learning and development up to speed but thanks to the HR team, our efficient channels we were able to make it happen in a professional way.

INTERVIEW

Evan Lee Graham, Global Training Manager

Q: The CELLINK Academy, tell us more about it! What are the benefits?

In the CELLINK Academy we offer product and on-the-job training, and opportunities for our employees to develop within the company through leadership training. This blended learning approach is at the forefront of learning theory, and our global L&D strategy, and with the CELLINK Academy we are developing a core of the most effective and well-educated employees in the industry.

Q: How will the CELLINK Academy evolve in the future? The future of the CELLINK Academy is limited only by our imagination. I see the CELLINK Academy becoming the world's leading platform for bioconvergence education, contributing to the company in terms of competence and capital.

THE CELLINK SHARE

On November 3, 2016 the CELLINK share was listed on the Nasdaq First North Growth Market and on April 20, 2020 it was subsequently listed on the Nasdaq Stockholm's Main Market, Mid Cap, sector: Health Care. CELLINK's market capitalization as of December 31, 2020 was SEK 12.1 billion (3.3).

Development of the share

The company's share price performed very well in the period from September 1, 2019 to December 31, 2020 and increased by 251% (129%). Over the same period the Stockholm Stock Exchange's OMXSGI index increased by 30%. The highest share price over the period was SEK 240.00 (90.00), which was reported on December 28, 2020. The lowest share price over the period was SEK 58.75 (29.63), which was reported on October 11, 2019.

During the period September 1, 2019 to December 31, 2020, a total of 26.3 million shares (7.74) were traded, an average of 78,560 shares per trading day (23,321). This equates to a turnover rate of 45% (16) for this period.

Listing on the Nasdaq Stockholm's Main Market

In April, CELLINK announced that the company had been approved for listing on the Nasdaq Stockholm and shortly afterwards it received confirmation that the terms for listing had been met. This meant that the final day of trading on the Nasdaq First North Growth Market was April 17, 2020 and the first day of trading on the Nasdaq Stockholm's Main Market was April 20, 2020.

DEVELOPMENT OF THE CELLINK SHARE FROM LISTING ON NOVEMBER 3, 2016 UNTIL DECEMBER 31, 2020

Share capital and votes

As of December 31, 2020 the share capital in CELLINK amounted to SEK 1,290,032,125 divided between 51,601,285 shares, of which 1,500,000 Series A and 50,101,285 Series B. During the period CELLINK carried out four new share issues as follows:

January 29, 2020; private placement of 3,890,000 Series B shares at a subscription price of SEK 97 per share. The subscription price was determined through an accelerated book build, and corresponds to proceeds before transaction costs of approximately MSEK 377.

August 20, 2020; private placement of 4,287,477 Series B shares at a subscription price of SEK 160 per share. The subscription price was determined through an accelerated book build, and corresponds to proceeds before transaction costs of approximately MSEK 686.

September 2, 2020; issue for non-cash consideration in connection with the acquisition of SCIENION AG regarding 2,814,032 Series B shares equating in total to approximately MSEK 457.

September 18, 2020; private placement of 1,625,000 Series B shares at a subscription price of SEK 160 per share. The subscription price was determined through an accelerated book build, and corresponds to proceeds before transaction costs of approximately MSEK 260. The issue was part of the same accelerated book build procedure from August 20, 2020.

In addition to the above share issues, on January 13, 2020, in accordance with a resolution by the AGM on December 18, 2019, CELLINK carried out a share split whereby each share, irrespective of series, was divided into four shares (ratio of 4:1) and, as a result, the quota value per share after the split is SEK 0.025.

"I would like to begin by thanking the entire CELLINK team, the Board of Directors, investors, and, above all, our customers for their continued trust in the company and for their amazing work. This exciting journey that was started by four pioneers just four years ago has now matured to a multinational company listed on Nasdaq Stockholm's Main Market. It is with tremendous pride, honor, and confidence that we look into the future and open up a new chapter for CELLINK, still with the vision of changing the medical world." ''

Erik Gatenholm, CEO in connection with the listing on Nasdaq Stockholm's Main Market in April 2020.

Incentive programs

CELLINK already has three long-term incentive programs aimed at the Group's staff and Board members. The purpose of the incentive programs is to encourage broad share ownership among CELLINK's employees, facilitate recruitment, retain skilled employees and increase motivation to achieve or exceed the Group's goals. For more detailed information, see Note 6 on pages 89-90.

Shareholders

As of December 31, 2020, CELLINK had 9,172 shareholders, an increase of approx. 6,000 shareholders compared with August 31, 2019. CELLINK's 10 largest confirmed owners at year-end are shown in the table below.

Dividend

Given the company's current growth phase, which is expected to continue during 2021, the Board of Directors proposes no dividend for the financial year 2019/2020.

Holdings and repurchases of treasury shares

On December 31, 2020, the company did not own any treasury shares. Nor did CELLINK repurchase any treasury shares in the period September 1, 2019 to December 31, 2020.

Communications with the stock market

The aim is for the company's communications with the stock market to be accessible, accurate and provide clear information that follows the rules and requirements applicable to listed companies. An archive of published press releases and reports can be accessed via the company website: www.cellink.com/investors. Communication with the stock market primarily takes place directly after the publication of the company's financial statements via a teleconference with investors, the publication of press releases about significant events in the company, and in connection with presentations organized within the company's sector or by CELLINK.

CELLINK'S 10 LARGEST OWNERS BY VOTING RIGHT, DECEMBER 31 2020

Shareholder CELLINK A CELLINK B Ownership Voting right
1 Erik Gatenholm 848,958 8,948,036 19.0% 26.8%
2 Héctor Martínez 567,709 5,867,284 12.5% 17.7%
3 Handelsbanken Fonder 4,316,377 8.4% 6.6%
4 Swedbank Robur Fonder 2,438,407 4.7% 3.7%
5 Fjärde AP-fonden 2,199,332 4.3% 3.4%
6 Gusten Danielsson 83,333 1,289,232 2.7% 3.3%
7 Carl Bennet 2,091,896 4.1% 3.2%
8 Capital Group 1,749,188 3.4% 2.7%
9 NRW Bank 1,193,357 2.3% 1.8%
10 Claes Dinkelspiel 1,007,323 2.0% 1.5%
Total top 10 1,500,000 31,100,432 63.2% 70.8%
Total top 10 1,500,000 31,100,432 63.2% 70.8%
Other - 19,000,853 36.8% 29.2%
Total 1,500,000 50,101,285 100.0% 100.0%

WHY INVEST IN CELLINK?

CELLINK is the world leading bioconvergence company providing innovative and cutting-edge technology, products and services which enables our customers to master biology and create the future of medicine in a rapidly growing field where the total market is expected to be in excess of USD 200 billion.

CELLINK has since inception delivered a strong organic growth story based on combining excellent R&D with commercial execution resulting in a game-changing product offering by combining biology and technology.

CELLINK has a proven track-record of executing a value-generating and customer centric M&A agenda enabling strong synergies and time- and cost-efficient workflows

CELLINK is perfectly positioned to capitalize on the market opportunities offered in the bioconvergence arena, where we can contribute and cut costly and lengthy development processes for drugs to reach patients, cater for the increased demand for efficient workflows as well as capitalize on the strong development in regenerative and precision medicine and the growing need for personalized medicine.

5

4

CELLINK has in a successful way integrated acquired businesses with a common strategy agenda and strong and vibrant corporate culture.

SUSTAINABILITY

CELLINK's sustainability work aims to strengthen the company's long-term competitiveness and growth. Carrying out this work responsibly is crucial to CELLINK's commercial success, profitability and shareholder value.

The point of departure for the company's sustainability work is the CELLINK global policy. It permeates how we conduct ourselves and treat each other, both internally and externally. It describes our corporate culture, how we act in a trust-inspiring way, and how we build long-term relations with colleagues and customers, business partners and suppliers. It also has information on the whistleblower function, introduced to ensure compliance with our policy. At CELLINK, the executive management team is responsible for sustainability work on the basis of the functions and departments that are represented, and overall responsibility for the work lies with the CEO.

Our global policy is one of the first things new employees come across in their induction training, and it also establishes the CELLINK approach to sustainability – which is to say from a responsibility perspective. This is because we are convinced that our primary contribution to sustainability is the difference our products make. This includes helping to reduce animal testing

decreasing human trials, with our bioprinted tissue, ensuring that drug development is more than patient-safe, and doing our part progressively to end illegal organ trading. We can and we want to make a difference by continuously developing our products from both a user and a cost perspective, so that we can be a competitive alternative in cases where our company and our technology can be chosen above tests on animals.

In addition, we also have a responsibility for our production, and how we at CELLINK can contribute to the efficient use of resources throughout our production chain. This takes place in a Group-wide initiative called the Green Initiative, under the leadership of the CEO. CELLINK aims to develop its sustainability work, and in the years to come focus areas will be identified that are deemed significant from a sustainability perspective. The ambition is that the process should lead to an updated, long-term sustainability agenda for the Group.

GREEN INITIATIVE

The Green Initiative started up towards the end of 2020 and is led by CELLINK's CEO. The work will be formalized in a project group, with representatives from the Group's various functions, departments and working areas. The aim is to develop the company's sustainability work, and in the years to come focus areas will be identified that are deemed significant from a sustainability perspective. The ambition is that the process should lead to an updated, long-term sustainability agenda for the Group. In the initial phase, the project group will look more closely at the potential for more sustainable products.

Our view of sustainability – the difference we can '' make as a company

SUSTAINABILITY

OUR RESPONSIBILITY CELLINK'S SUSTAINABILITY WORK

The most important sustainability aspects as determined by the Board and management based on materiality and risk consist of:

RESPONSIBILITY BY MAKING A DIFFERENCE

SKILLED EMPLOYEES RESPONSIBLE BUSINESS

QUALITY-ASSURED PRODUCTS

RESPONSIBILITY BY MAKING A DIFFERENCE, E.G. HELPING TO REDUCE THE SCOPE OF ANIMAL TESTING

Some of the greatest challenges in our industry relate to matters where we at CELLINK believe that our approach and product range can help to make a changes for the better. Our bioprinted tissue contributes to less animal testing and our technology means patient-safe drug development.

There have been regulatory changes, with new legislation on animal testing in the development of cosmetics. Since 2013, it has been prohibited in the European Union to test new cosmetic products on animals, and to market cosmetic products developed outside of the EU through animal testing. This law has led other countries, such as Canada, Russia, and India, to also ban animal testing when developing cosmetics, and has also increased discussion on whether animal testing can be reduced in other sectors. For example, animal testing is used extensively in drug development, and is also often a requirement for drug candidates to be tested on humans. Several initiatives have, however, begun to reduce the number of animal tests in drug development, in part by substitutive preclinical testing solutions.

Changes to regulations, with tougher requirements on fields of application for animal testing, are causing academic institutions, and pharma and cosmetics companies, to conduct further research into 3D cell cultivation and its applications. At CELLINK, we are working actively to offer pharma companies better solutions than animal testing. The US Environmental Protection Agency has a goal to completely remove laboratory animals from drug development. CELLINK's work and offering are natural ways of achieving this ambitious goal.

SKILLED EMPLOYEES

Our sustainability work has identified employees as being the company's single most important asset. In order to retain and develop employees, it is important to have ambitious goals and to celebrate together when they are met. CELLINK works actively on individual development plans for employees, and individual and Group performance is rewarded. A key element of this process lies in building a strong, united corporate culture, and this is built on three strong cornerstones: our global policy, our staff manual, and our guidelines for gender equality and zero-tolerance of any kind of discrimination that is linkable to an individual's origin, disposition, or other personal factors.

CELLINK has established a clearly defined process for employees to follow throughout their career with the company. We have Group-wide principles for recruitment and introduction. For example, each employee has an action plan for their first 100 days. This establishes a structure and an idea of expectations early on, as well as a dialogue, so that new recruits can more quickly and easily settle into their roles. CELLINK also works actively on its internal talent market, and in 2020, internal promotions accounted for almost 10% of all recruitment.

CELLINK's management and Board work actively to ensure that operations comply with the company's sustainability principles. During the year, the company worked on staff development to ensure that its staff possess the right skills for their roles today and in the future. Sick leave in the Group remains low, totaling 2.65% during the period.

Our annual employee survey reveals that staff are happy with their employer, and 82% would recommend CELLINK as an employer, which is a positive trend. The employee survey is broken down to the departmental level, and the results are followed up by the relevant managers. The employment survey has identified two main areas for improvement:

Communication: One of our main priorities in 2020 has been to improve communication. We have taken several steps by introducing new routines, and establishing guidelines for best practice for efficient communication.

Training and development: Another important goal has been to improve training and development for employees. Our new platform the CELLINK Academy enables us to create, categorize and track our internal training initiatives globally, across the Group.

RESPONSIBLE BUSINESS

The company's global policy contains clear guidelines in ten points on good business practice, and CELLINK distances itself from questionable business and players, and always chooses to refrain from a business transaction rather than conduct business that is contrary to the company's policies and principles. The Group has a zero-tolerance approach to all forms of bribery and corruption. CELLINK has a whistleblower function, where employees can anonymously report deviations from the company's values and business ethics guidelines. Two minor incidents were reported during the year. All company employees who work in sales attend training in product knowledge, installation, and customer service. The training is also available via CELLINK Academy.

QUALITY-ASSURED PRODUCTS

A majority of the Group's products are developed by CELLINK's in-house development team, which means they are meticulously tested and quality assured before production begins. The majority of production takes place in the Group's own manufacturing units, which means good control over the production chain from a quality perspective, but it also makes it possible to ensure a safe, secure work environment. The company works actively with ISO 9001:2015 to safeguard these various aspects. The Group's products, such as the BIO X bioprinter, are UL certified. Efforts to quality assure products is led by the head of operations, and the objective is the efficient use of resources throughout our production chain.

CELLINK FOR LIFE

We are proud to share that in 2020 we held our first CELLINK FOR LIFE event. Deeply rooted in our core values, the CELLINK FOR LIFE event is all about inspiring people to do good and to lift our communities. It's about being thankful for what we have and taking the opportunity to give back.

This year the Group supported and raised money to the fight against cancer. This was carried out either by completing a 5K run or volunteering at a local organization. The money raised during the event were donated to the Dana-Farber Cancer Institute in Boston, US.

THE FUTURE OF COSMETIC TESTING: 3D HUMAN SKIN BY CTIBIOTECH CTIBiotech

The \$40 billion cosmetic industry is increasingly innovating using in vitro technologies as alternatives to animal experimentation for efficacy and safety testing skin-care and beauty products. Thankfully, advances in tissue engineering, such as the ability to bioprint human tissue models in the lab, have unlocked promising long-term-solutions.

CTIBiotech, an innovative R&D firm based in Lyon, France, is using CELLINK's BIO XTM 3D bioprinter to produce in vitro full skin models from human cells. These bioprinted human skin models, which include sebaceous glands, immune cells or melanocytes, are more physiologically relevant. This improved models enable researchers to investigate sebum production, acne, or atopic dermatitis. Additionally, with CTIBIOTECH able to produce over one hundered artifical skin constructs (1 cm2 in size) a high-throughput approach for screening of active ingredients in topical products, aesthetic or medical devices for skincare is now possible. Tissue-engineering breakthroughs like this are propelling the industry forward, reducing its dependance on animals experimentation, whilst driving down development costs and paving the way for safer and more efficacious beauty and dermatological products.

MANAGEMENT REPORT

The Board of Directors and the CEO of CELLINK AB (publ), corporate ID number 559050-5052, hereby submit the annual accounts and consolidated accounts for the financial year from September 1, 2019 to December 31, 2020.

Operations

CELLINK was founded in 2016 and is the world-leading company in bioconvergence that provides technology, products and services to create, understand and master biology. With an emphasis on the application areas of bioprinting, multiomics, cell line development and diagnostics, the company develops and markets innovative technology which enables bioscience researchers to culture cells in 3D, conduct high-throughput drugs screening, and print human tissue and organs for the medical, pharmaceutical, and cosmetics industries, and related activities.

The company also manages subsidiaries and owns real estate, moveable property and intellectual property in bioprinting and related areas.

The Group and the Parent Company

The Parent Company is based in Gothenburg and runs parts of its business from its premises at Arvid Wallgrens backe 20 in Gothenburg. The Group consists of the Parent Company and 12 subsidiaries. The Parent Company is both operationally active and owns and manages subsidiaries. In the Parent Company, the majority of the Group's employees are operative. Functions such as development, production, and sales take place partly in the Parent Company.

IMPORTANT EVENTS DURING THE YEAR

On October 14, 2019, the company announced that CELLINK's four founders had been named "Entrepreneurs of the Year 2019" in Sweden.

On December 13, 2019, the Board of Directors set financial targets for the Group for the period 2019-2022. CELLINK's goal is to grow organically by at least 35% per year and further through acquisitions as well as to show a positive EBITDA margin. The company's net debt in relation to EBITDA should normally not exceed 3 times.

On January 13, 2020, the 4:1 stock split was registered. On January 29, 2020, the company carried out a new share issue and raised approximately MSEK 377.

On February 3, 2020, the company extended its cooperation agreement with AstraZeneca to use CELLINK's 3D bioprinting and related technology for drug research by one year.

On April 20, 2020, CELLINK's shares began trading on Nasdaq Stockholm following the move from Nasdaq First North.

On May 14, 2020, the company announced a partnership with AstraZeneca to use CELLINK's 3D bioprinting to create liver organoid cultures.

On June 9, 2020, CELLINK was granted a patent for its unique cellulose-based bioink technology that enables bioprinting of several cell types for tissue engineering and regenerative medicine. Patent protection applies to the U.S. market.

On June 10, 2020, CELLINK and Lonza entered into a partnership to offer complete workflows for 3D cell cultivation. On August 19, 2020, CELLINK announced that it had entered

into an agreement with the owners of SCIENION AG, a German company focusing on precision dispensing technology, to acquire all shares for a purchase price on a cash and debt-free basis amounting to EUR 80 million.

On August 20, 2020, the Board decided on directed new issues of a total of 5,912,477 new Series B shares (corresponding to approximately 13.8 percent of the total number of outstanding shares in the Company) at a subscription price of SEK 160 per share. The issues meant that the company received MSEK 946 before issue costs.

On August 27, 2020, CELLINK announced that cytena GmbH and its subsidiary cytena Bioprocess Solutions Ltd will enter into a partnership with AstraZeneca to develop a new generation plate-based micro-bioreactor.

On August 28, 2020, it was announced that Professor Ido Amit from the Department of Immunology at the world-famous Weizmann Institute of Science in Israel joined CELLINK's advisory board.

On September 2, 2020, the acquisition of SCIENION was completed. 2,814,032 newly issued Series B shares in CEL-LINK were issued as part of the purchase price, which were registered by the Swedish Companies Registration Office in September. The shares correspond to approximately 6 percent of the share capital and approximately 4.6 percent of the votes in CELLINK.

On September 11, 2020, an Extraordinary General Meeting was held, which approved the Board's proposal from 20 August to carry out a directed new issue of 1,625,000 shares á SEK 160. On September 18, 2020, a prospectus was registered with the Swedish Financial Supervisory Authority for trading new shares. The prospectus was prepared in connection with the private placement issued on 11 September.

On October 2, 2020, the company announced that Artur Aira will become business area manager for bioprinting and as a result left the board. Artur took up his new position on January 1, 2021. On October 21, 2020, CELLINK launched C.WASH, an innovative fluid management system for automated medium exchange in microplates.

On November 9, 2020, CELLINK communicated that the company will contribute to the development of personal ankle implants using 3D bioprinting via the European TRIANKLE project. On November 27, 2020, CELLINK announced that Professor Robert Langer from MIT and co-founder of Moderna is a new member of CELLINK's Scientific Advisory Board. Dr. Langer's patents have been licensed or sub-licensed to over 400 pharmaceutical, chemical, biotechnology and medical technology companies. The appointment is part of CELLINK's strategy to

continue to build unique bioconvergent technology and expand our product portfolio in the areas of 3D bioprinting, regenerative medicine, 3D cell culture, drug discovery, diagnostics, biosensors, unicellular omics and bioprocessing.

On December 17, 2020, CELLINK held an Extraordinary General Meeting, which elected Aristotelis Nastos as a new board member of the company. He is a trained researcher with a doctorate in molecular and cell biology and is responsible for NRW.BANK's investment activities in Life Science. At the Extraordinary General Meeting, a decision was also made to authorize the Board to, for the period until the end of the next Annual General Meeting, on one or more occasions and with or without preferential rights from the shareholders' preferential rights, decide on a new issue of Series B shares. The authorization may be used for issues of Series B shares which may be carried out as a cash, non-cash or set-off issue corresponding to a maximum of 10 percent of the share capital registered in the company at the time of the issue decision. In addition, the Board shall, in connection with the acquisition of operations, companies or rights, be able to make a decision on a non-cash issue or set-off issue corresponding to a further maximum of 10 percent of the share capital registered in the company at the time of the issue decision. The total authorization of a maximum of 20 per cent thus presupposes that at least 10 per cent is used for a non-cash or set-off issue in connection with the acquisition of businesses, companies or rights. The issue price shall be determined on market terms.

FINANCIAL COMMENTS

Sales and earnings development

Sales continued to increase during the financial year and amounted to MSEK 416.0 (105.5), an increase of 294% (133%), of which 48% (92%) was organic. EBITDA totaled MSEK 0.8 MSEK (3.3) and profit/loss for the year was MSEK -49.0 (0.6).

Net sales

There have been three main drivers for the increase in sales during the year: continued strong demand for the Group's instruments, the acquisitions of cytena and SCIENION, and the fact that this financial year spans 16 months compared with 12 months last year. This has partly been countered by the COVID-19 pandemic, which reduced demand for the Group's products as a result of cancelled in-person trade fairs and events, together with a lower level of activity in customers' laboratories.

The extra four months in the financial year has resulted in an additional MSEK 239.2 in revenue, of which SCIENION accounted for MSEK 152.2.

The largest geographic market during the year was North America, followed by Europe, Asia, and the rest of the world.

Earnings

The gross margin for the financial year amounted to 71.8% (71.5%). An increase in organic sales, new product releases and the acquisition of SCIENION have contributed positively to the gross margin. At the same time the margin has been negatively affected by an unfavorable strengthening of the SEK against the important sales currencies of the USD and EUR during the financial year.

Operating profit/loss amounted to MSEK 0.8 (3.3) before depreciation and amortization and MSEK -51.9 (-3.8) after depreciation and amortization. The operating profit/loss reflects the organization's strong expansion, both organic and through the acquisitions of cytena and SCIENION, which has increased the company's cost base compared with the corresponding periods last year. In addition, amortization of acquired intangible assets affected operating profit/loss by MSEK -19.1 (-3.9). Furthermore, the work involved in moving to the Nasdaq Stockholm and acquisition costs for SCIENION have had an impact on the year's operating profit/loss of MSEK -18.3 (-3.1).

Profit/loss after financial items amounted to MSEK -54.2 (0.1). Net financial items were mainly affected by the market valuation of the Group's short-term investments and interest expenses for lease liabilities. During the financial year, the market valuation of short-term investments amounted to MSEK -1.2 (1.5). The negative development in the financial year can be attributed to the market unease that arose in spring 2020 due to COVID-19.

Profit/loss for the year after tax amounted to MSEK -49.0 (0.6).

Balance sheet

CELLINK's total assets increased to MSEK 2,514.0 (603.1) during the financial year. The increase is mainly explained by the acquisition of SCIENION and several share issues, totalling MSEK 1,336.3 before issue costs. At the end of the year the company had MSEK 784.4 (109.1) in cash and cash equivalents and short-term investments, as well as an unutilized overdraft facility of MSEK 20.0 (0), and it is therefore well-placed for continued organic and acquisition-driven expansion. The Group's interest-bearing liabilities comprise lease liabilities for the Group's office and production premises of MSEK 80.2 and loans from credit institutions of MSEK 28.7.

Cash flow, investments and liquidity

Cash flow from operating activities for the 2019/2020 financial year amounted to MSEK -79.4 (-15.8). A large part of the negative cash flow from operating activities can be attributed to the increase in operating receivables, which is a consequence of strong sales at the end of the year, both organic and via the acquisition of SCIENION.

Cash flow from investing activities during the 2019/2020 financial year was MSEK -828.0 (-110.2), of which MSEK -276.6 (45.6) is attributable to acquision/sale of short-term investments.

On September 1, 2020, SCIENION was acquired, which burdened investing activities by MSEK 417.4 (net cash effect) during the financial year. During the comparison period, cytena and Dispendix were acquired, which burdened investing activities by MSEK 120.1 (net cash effect). The timing and structure of the Group's acquisitions therefore materially affect cash flow from investing activities.

During the year, the Group invested MSEK 103.8 (32.2) in intangible assets, in the form of patents and capitalized expenses for product development. The increase can be attributed to increased investments in product development, where some of the biggest projects during the financial year have been linked to products such as CELLCYTE X, up.sight and BIO X6. Furthermore, as of September 1, 2020, the figure includes development carried out within the SCIENION group. The investments in R&D are not expected to increase at the same rate as sales, which in the long term will help improve total cash flow.

Cash flow from financing activities during the 2019/2020 financial year amounted to MSEK 1,308.9 (140.3) and mainly comprises inflows from new share issues, net after issue costs. Total cash flow for the financial year amounted to MSEK 401.5 (14.3).

During the year the Group carried out three major new share issues. The first, in January 2020, raised MSEK 377.3 (before issue costs) through the issue of 3,890,000 shares at SEK 97/ share, which had a dilutive effect of 9.1%. The second share issue, in August 2020, raised MSEK 686.0 (before issue costs) through the issue of 4,287,477 shares at SEK 160/share. This had a dilutive effect of 10%. The third share issue, in September 2020, raised MSEK 260.0 (before issue costs) through the issue of 1,625,000 shares at SEK 160/share. This had a dilutive effect of 3.3%. The second and third share issues were both associated with the accelerated book build carried out by the company in connection with the acquisition of SCIENION.

SUSTAINABILITY

CELLINK's sustainability work aims to strengthen the company's long-term competitiveness and growth. Carrying out this work responsibly is crucial to CELLINK's commercial success, profitability, and shareholder value. The most important sustainability aspects as determined by the Board and management based on materiality and risk consist of:

  • Developing and retaining skilled employees
  • Responsibility by making a difference, e.g. contributing to reduced animal testing
  • Quality-assured products
  • Responsible business

The point of departure for the company's sustainability work is the CELLINK global policy. It permeates how we conduct

ourselves and treat each other, both internally and externally. It describes our corporate culture, how we act in a trust-inspiring way, and how we build long-term relations with colleagues and customers, business partners and suppliers. It also informs about the whistle-blower function introduced to ensure compliance with our policy. At CELLINK, the executive team is responsible for sustainability work on the basis of the functions and departments that are represented, and overall responsibility for the work lies with the CEO.

Our global policy is one of the first things new employees come across in their introductory training, and it also establishes the CELLINK approach to sustainability – which is to say from a responsibility perspective.

The sustainability work also includes how CELLINK can contribute to the efficient use of resources throughout our production chain. This takes place in a Group-wide initiative called the Green Initiative, under the leadership of the CEO. CELLINK aims to develop its sustainability work, and in the years to come focus areas will be identified that are deemed significant from a sustainability perspective. The ambition is that the process should lead to an updated, long-term sustainability agenda for the Group.

RISKS AND RISK MANAGEMENT

Risk management

CELLINK's Board, audit committee and management have identified conceivable events that could have an impact on the company's operations. The events have been evaluated and reduced to a net list of which are considered to be the most relevant risks. The risks have been graded according to low, medium and high probability that the risk will occur and the consequences if the risk should occur. In order to manage and mitigate identified risks, a number of control activities (risk mitigation measures) have been established. For each identified risk, there are activities to counter, limit, control and manage the risk. An evaluation of the effectiveness of the control activities is carried out annually. CELLINK has a Group-wide monitoring process where the effectiveness of the controls is evaluated and reported to the CFO of CELLINK. The CFO is responsible for presenting the results of the evaluation to the audit committee and the Board. The most important risks are presented below.

Risk areas

The Group is exposed to various types of risks through its operations. Risks can be grouped into three different categories:

  • Industry, operational and market-related risks
  • Regulatory risks
  • Financial risks

INDUSTRY, OPERATIONAL AND MARKET-RELATED RISKS

Integration of acquisitions

When acquiring companies with similar or complementary activities to CELLINK's, there are risks, for example, linked to the acquired companies' existing development projects not meeting expectations; that patents do not have the protection that can reasonably be expected; and that the acquired companies' sales do not develop in the way that justified the purchase price upon acquisition, which may also mean that the Group has to write down goodwill attributable to the acquisitions. When evaluating potential acquisitions, CELLINK always makes a meticulous inventory of any risks associated with the prospective acquisitions' development projects. During the due diligence process, special importance is attached to identifying potential risks linked to this area. In the event of any uncertainty, CELLINK always requests supplementary information so that it can make an accurate risk assessment.

Employees

Being able to attract and retain qualified staff and senior executives is important for CELLINK's future operations and business plan. CELLINK is particularly dependent on its senior executives, who have been involved in the company since its founding and thus possess extensive knowledge of the business, for example regarding customer relations, industry contacts, and the Group's products and development projects. If in the future CELLINK is unable to attract and retain qualified staff, this may affect the Group's competitiveness, which over time may result in the operations performing poorly. CELLINK has a clear structure for the professional development of all employees, from introductory training upon recruitment through to continued development. This is applied at all levels within the company.

Currency risks

CELLINK's earnings and financial position are affected by exchange rate fluctuations because sales and purchases are in different currencies and a high proportion of the Group's net assets are denominated in Euro (EUR).

The Group's sales are influenced to a large extent by the relationship between the SEK and the the American dollar (USD) and EUR because the Group's products are largely priced in USD and EUR, but reported in SEK. As a result, a rise in the SEK against these currencies reduces the Group's reported sales. Some of the company's purchases are in SEK also, which means that earnings are affected by fluctuations between the currencies.

The acquisitions of Dispendix, cytena and SCIENION have meant that a high proportion of the Group's net assets are denominated in EUR. A rise in the SEK against the EUR therefore means that the company's equity will decrease in the accounting currency, the SEK.

The company has chosen not to hedge flows in foreign currencies.

COVID-19

During the financial year, the company has faced challenges due to travel restrictions, canceled trade fairs and difficulties carrying out demonstrations in customer laboratories as a result of COVID-19. The pandemic has had an adverse effect on the company's operations, and renders the sales process longer and more difficult than under normal circumstances. Furthermore, a lower level of activity in customers' laboratories is reflected in lower sales of consumables in relation to sales of instruments.

During the financial year, the company has had reason to continuously monitor the development of COVID-19 and its impact on the global economy. Measures have been taken to reduce the risk of long-term damage to the company's continued development and expansion, while at the same time employees' health has been our top priority. For part of the financial year, a high proportion of personnel have been furloughed to a varying extent. The Group has received furlough support in the region of MSEK 5, which has been reported as a decrease in personnel costs. Although no personnel are on furlough at the end of the year, the Group always follows official recommendations; this has entailed, for example, asking employees who are able to work from home to do so.

There is reason to expect a continued negative impact on sales, earnings and cash flow while the pandemic continues to restrict travel and in-person meetings.

REGULATORY RISKS

Intellectual property rights (IPR)

CELLINK is highly dependent on intellectual property protection to be able to pursue development, marketing and sales without obstructive competition. As of December 31, 2020, the Group's capitalized development costs corresponded to MSEK 126.8 and other intangible assets excluding goodwill amounted to MSEK 214.9, which in total equates to approximately 14% of the Group's total assets. CELLINK has a hundred or so ongoing and published patent applications in its IPR portfolio that have not yet been granted, and there is a risk for each of these that they will not be approved or the approved scope of protection for some patents will be narrow.

If the protection of intellectual property, trade secrets and other intangible assets on which the Group depends turns out to be inadequate, the Group's opportunities to commercialize its products will be adversely affected, and perhaps also its ability to achieve profitability in its operations. In the event of lost IPRs or other intangible assets, or if the Group is unable in another way to maintain adequate protection for named assets, this would have a major negative impact on the Group's operations and financial position, and could lead to impairment of recognized intangible assets.

Tax situation

Tax-related issues within the Group are handled based on

interpretations of applicable tax legislation, tax agreements and other tax regulations in the countries in which the Group operates, and on the positions of the relevant tax authorities. There is a risk of tax audits or reviews resulting in additional taxes being charged with regard to internal pricing or tax compliance, for example. If the company's interpretation of tax legislation, tax agreements and other tax regulations or their application is incorrect, the Group's previous and current handling of tax-related issues may be called into question. If tax authorities successfully argue such claims, this may result in a higher tax cost, including additional tax and interest, which may have a material negative impact on the company's financial position and earnings.

The jurisdictions within which the company operates have rules on internal pricing that require transactions with related companies to be conducted on market terms. According to the company, transactions between the Group's companies are conducted on business terms. However, if tax authorities in the jurisdictions in which the Group operates find that internal pricing does not take place on market terms and successfully raise objections to such pricing, this may lead to a higher tax cost, including additional tax and interest.

The Group mitigates this risk by seeking assistance from external advisors to comply with internal pricing rules. The Group has documented principles for ensuring that prices in related party transactions are determined in accordance with OECD guidelines and national regulations on internal pricing.

Legal disputes

The Group has not been involved in any lawsuits during the year and was not involved in any lawsuit on the balance sheet date. However, there are no guarantees that such lawsuits will not be initiated by or leveled at the company in future.

FINANCIAL RISKS

Capital requirements

Historically, CELLINK has funded its operations through new share issues. For example, the acquisitions of cytena GmbH, Dispendix GmbH, and SCIENION AG were financed partly

through cash payments and partly through issues for non-cash consideration. The Group may also need to raise additional capital in future to finance its operations and to enable growth through acquisitions, for example by raising credit and/or carrying out rights issues.

If the company were unable to acquire sufficient capital on favorable terms, or unable to acquire capital at all, it may need to accept a more expensive financing solution or carry out rights issues with a significant discount and major dilution, or the company may be forced to restrict its development or discontinue its operations. Furthermore, if the company chooses to raise additional capital through, for example, a private placement, there is a risk that the holdings of shareholders not eligible to subscribe for shares would be diluted and that shareholders' financial interests would be adversely affected.

Other financial risks

The Group is exposed to financial risks such as credit risks and interest rate risks. A more in-depth description of these risks is provided in Note 2.

THE SHARE

As of December 31, 2020, the share capital of CELLINK AB (publ) amounted to SEK 1,290,032 (974,619), divided into 51,601,285 shares (9,746,194). The share is traded on the NASDAQ Mid Cap. CELLINK's market capitalization as of December 31, 2020 was MSEK 12,101 (2,612). There are two types of shares, 1,500,000 Series A shares and 50,101,285 Series B shares, with 10 and 1 vote per share respectively, but with the same share of equity per share. There are no restrictions on the transfer of shares or on the shares' voting rights in law or in rules in the articles of association.

The company is aware of several "lock-up" commitments that limit shareholders' opportunities to sell their shares. These are attributable to the acquisitions the company has made in recent years. In acquisitions where the sellers of the companies receive shares in CELLINK as part of the purchase price, a "lock-up" commitment is normally included which limits the shareholder's right to sell the shares for a certain period after the acquisition. These restrictions vary between 6 and 36

CELLINK share price development September 1, 2019 to December 31, 2020

months depending on the structure of the transaction and are negotiated as part of the commercial terms of the transaction.

At the close of the period the Board was authorized to carry out private placements of Series B shares through cash issues, issues for non-cash consideration or offset issues equating to up to 10% of the share capital registered in the company at the time of the issue decision. In addition, in connection with acquisitions of operations, companies or rights, the Board is entitled to make decisions on issues for non-cash consideration or offset issues equating to up to a further 10% of the share capital registered in the company at the time of the issue decision.

Ownership

The company is listed on the Nasdaq Mid Cap marketplace. The company has 9,172 shareholders, and approximately 62% of the shares are controlled by the company's 10 largest shareholders. The company's five largest shareholders (capital) are: Erik Gatenholm, 19.0%; Héctor Mártinez, 12.5%; Handelsbanken Fonder, 8.4%; Swedbank Robur Fonder, 4.7%; and Fjärde AP-Fonden, 4.3%.

Share-based incentive programs

As of December 31, 2020, CELLINK AB has three outstanding equity-settled stock option programs.

The first program encompasses a maximum of 1,273,352 options for employees and 240,000 options for the Board, each redeemable for one share at a price of SEK 44.375. The program provides an opportunity to subscribe to shares during the period February to August 2021.

The second program encompasses a maximum of 1,600,000 options for employees and 80,000 options for the Board, each redeemable for one share at a price of SEK 74.34. The program expires in January 2022 for the employees and in January 2023 for the Board.

The third program encompasses a maximum of 1,600,000 options for employees and 220,000 options for Board members. For employees, each of the options will be redeemable for one share at a price of SEK 126.46 in January 2023. For Board members, each of the options will be redeemable for one share at a price of SEK 143.32 during the period December 2024 to December 2025. See Note 6 for further information.

GUIDELINES FOR REMUNERATION TO THE CEO AND SENIOR EXECUTIVES

At the AGM 2019, it was resolved to introduce guidelines for remuneration to the CEO and senior executives. Senior executives refer to the CEO, CFO and CTO, who together form the company's management. The guidelines essentially contain the following.

The company shall offer market conditions that allow the company to recruit and retain competent employees. Remuneration to senior management shall consist of fixed salary, variable remuneration, long-term incentive programmes, pensions and other customary benefits. The remuneration is based on the individual's commitment and performance in relation to pre-established goals and both individual and common goals for the entire company. Evaluation of the individual performance is carried out continuously.

Fixed basic salary and variable remuneration

Generally, the fixed salary is reviewed once a year and should consider the individual's qualitative performance. The fixed salary of the CEO and other senior executives shall be market-based. Variable remuneration shall consider the individual's level of responsibility and the degree of influence. The amount of variable remuneration is based on the individual's percentage fulfillment of the established qualitative targets in relation to the company's turnover for the established financial year and the key ratio EBIT. Variable remuneration shall amount to a maximum of 30 percent of the fixed salary of the CEO and 20 percent of the fixed salary for other senior executives.

Incentive programs

The AGM decides on share or share price-related incentive programs. Before each AGM, the Board of Directors shall consider whether such a long-term incentive program should include the company's senior executives. Incentive programs shall contribute to long-term value growth and that the company, participants and shareholders receive a common interest in the positive value development of the share.

Insurance and pension benefits

The company offers insurance and pension benefits in accordance with the company's current policy. In addition, the Company shall, for the benefit of senior executives, draw and pay for service group life insurance (TGL) and accident insurance, as well as health insurance.

Notice period

Between the company and the CEO shall be a mutual period of notice of six months. During the period of notice, normal salary and other employment benefits shall be paid. If the CEO finds any other employment that the company approves during the period of notice, the remuneration shall be settled with what the CEO will receive from such new employment. In addition, the CEO shall be entitled to severance pay equal to six fixed monthly salaries to be paid in a lump sum. For other senior executives, a notice period of three to six months shall apply. During the period of notice, normal salary and other customary benefits, such as insurance and pension benefits, occupational health services, etc. apply. Such other benefits shall not constitute a substantial part of the total remuneration.

The Board of Directors has the right to deviate from the above guidelines if the Board of Directors considers that in an individual case, there are special reasons for justifying it.

Other

The Board of Directors has appointed a Remuneration Committee to prepare questions regarding remuneration and other terms of employment for the company's management. Ahead of the AGM 2021, the Remuneration Committee will present new guidelines for remuneration to senior executives.

OTHER DISCLOSURES

Corporate governance report

The corporate governance report is prepared independently of the annual report and can be found on pages 116-121.

Research and development

CELLINK actively conducts research and development to improve current technology and products. The company's R&D team consists of over 200 engineers and scientists who, in partnership with scientists around the world, strive to realize technical progress in the fields of bioprinting, 3D cell culture, cell line development, live cell imaging and analysis, as well as high-precision nano- and picoliter liquid handling of industrial solutions for molecular biological analysis and molecular diagnostics. We are deeply committed to protecting the technology and products that we work hard to invent and develop. Most of the technologies invented within the Group are patented or have a patent pending, which is a solid foundation for consolidating our position as the leading company in bioconvergence.

CELLINK's R&D process is based on a sincere desire to understand our customers' needs, wishes, and preferences. This is a practical process where we actively engage in dialog with customers to understand potential and existing customers' needs, rather than relying solely on market surveys. During the entire development phase we gain valuable insight that guides our product development plans, and the launch of new products, solutions, and services. Once we have a clear idea of our customers needs, our agile product development team – which has all the necessary skills in biology, biomaterial science, hardware technology, software technology, optics, industrial design, and product development – takes over to create award-winning solutions and products that create major benefits for our customers.

R&D investments in 2019/2020

In 2019/2020, we made strategic investments in R&D with cutting-edge and market-leading technologies within bioprinting, 3D cell-based assays, cell line development, live cell analysis, and high-precision liquid handling. The majority of R&D investments consisted of recruiting skilled engineers and scientists on all our geographic locations. This significant expansion and investment in R&D resulted in the development and successful launch of award-winning products such as the BIO X6 3D bioprinter, CELLCYTE X live-cell microscope, I.DOT Mini contact-free liquid handling system, C.WASH, and unique consumables and reagents for these products.

During the year, investment in R&D amounted to MSEK 105.5 of which MSEK 88.8 was capitalized in the balance sheet.

Outlook

Several market reports indicate that the market in which the Group operates will grow rapidly in the coming years. Developments are driven by increased demand from pharmaceutical companies for better methods to test and develop new drugs, increased research in regenerative medicine as well as basic and applied research at universities. The company focuses on growing in that market organically as well as through acquisitions.

Seasonal effects

CELLINK's sales are impacted by seasonal effects. During holiday periods (June – August) there is usually a decline in orders. The reason why orders slow down during the holiday periods is that university semesters affect purchases and budgets. Overall, total demand tends to be slightly higher in the second half of the calendar year than the first.

The SCIENION group has historically had a sales cycle with higher sales and earnings during the last calendar quarter (October to December) compared with the other three quarters.

It is particularly difficult to assess the extent of seasonal variations for this financial year, because purchasing decisions have been postponed from the first half of the year due to COVID-19.

Dividend and dividend policy

The Board proposes that no dividend be paid for the 2019/2020 financial year, considering the company's current growth phase which is expected to continue during 2021.

Subsequent events

For information about subsequent events, refer to Note 29.

Annual General Meeting

CELLINK's AGM 2021 will be held on Monday April 26, 2021. Further information will be available at https://www.cellink. com/investors/. Information on decisions taken at the AGM will be published on the same day as the Annual General Meeting, provided that the voting results have been compiled.

Proposed appropriation of profits

The Board of Directors and the CEO propose that the available funds, SEK 2,131,266,855, be disposed of as follows:

Carried forward: SEK 2,131,266,855

The financial statements were approved and issued by the Parent Company's Board of Directors on March 17, 2021. Regarding the company's earnings and position in general, reference is made to the following income statements, balance sheets and cash flow statements.

CONSOLIDATED INCOME STATEMENTS

kSEK Note 2019/2020
16 month
2018/2019
12 month
Net sales 5 416,009 105,457
Change in inventories 3,468 7,816
Capitalized work for own account 60,718 15,938
Other operating income 7 28,128 18,402
Operating expenses
Raw materials and consumables -120,844 -37,850
Other external expenses 9 -142,415 -59,838
Personnel costs 6 -230,803 -45,879
Depreciation and amortization of non-current assets 12, 13 -52,743 -7,105
Other operating expenses 8 -13,445 -695
Operating profit/loss -51,927 -3,754
Profit/loss from financial items:
Financial income 10 640 3,920
Financial expenses 10 -2,935 -112
Net financial items -2,295 3,808
Profit/loss after financial items -54,222 54
Tax 11 5,228 527
Profit/loss for the year -48,994 581
Attributable to:
Parent Company shareholders -48,170 581
Non-controlling interest -824 -
Basic earnings per share. SEK 18 -1.10 0.02
Diluted earnings per share. SEK 18 -1.10 0.02

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

2019/2020 2018/2019
kSEK Note 16 month 12 month
Profit/loss for the year -48,994 581
Other comprehensive income
Items that have been or may be transferred to profit/loss for the year
Translation differences for the period from translation of foreign operations 17 -58,365 5,080
Tax attributable to components that have been or may be transferred to profit/
loss for the year
605 -
Other comprehensive income for the year -57,760 5,080
Comprehensive income for the year -106,754 5,661
Attributable to:
Parent Company shareholders -105,713 5,661
Non-controlling interest -1,041 -

CONSOLIDATED BALANCE SHEETS

kSEK Note 2020-12-31 2019-08-31
ASSETS
Non-current assets
Intangible assets 12 1,260,879 389,850
Property, plant and equipment 13 52,522 8,584
Right-of-use assets 23 80,847 -
Long-term receivables 22 12,990 543
Deferred tax assets 11 39,464 5,376
Total non-current assets 1,446,702 404,353
Current assets
Inventories 14 85,316 28,678
Current tax assets 3 3,146
Accounts receivable 15, 22 176,365 46,796
Prepaid expenses and accrued income 16 10,338 3,465
Other receivables 10,834 7,567
Short term investments 2, 22 349,536 69,273
Cash and cash equivalents 27 434,897 39,845
Total current assets 1,067,289 198,770
TOTAL ASSETS 2,513,991 603,123
EQUITY AND LIABILITIES
Equity 17
Share capital 1,290 975
Other contributed capital 2,299,466 541,852
Reserves -52,463 5,080
Retained earnings including profit/loss for the year -46,435 1,735
Equity attributable to Parent Company shareholders 2,201,858 549,642
Non-controlling interest 6,613 -
Total equity 2,208,471 549,642
Non-current liabilities
Non-current interest-bearing liabilities 2, 19 26,675 600
Other non-current liabilities 2 20 -
Non-current lease liabilities 2, 19 60,134 -
Other provisions 20 4,724 980
Deferred tax liabilities 11 59,577 15,409
Total non-current liabilities 151,130 16,989
Current liabilities
Current interest-bearing liabilities 2, 19 2,000 -
Current lease liabilities 2, 19 20,067 -
Accounts payable 22 32,953 14,113
Advances from customers 5 26,176 260
Current tax liabilities 5,206 -
Other liabilities 4,148 11,078
Accrued expenses and deferred income 21 63,840 11,041
Total current liabilities 154,390 36,492
Total liabilities
TOTAL EQUITY AND LIABILITIES
305,520
2,513,991
53,481
603,123

CONSOLIDATED CASH FLOW STATEMENTS

kSEK Note 2019/2020
16 month
2018/2019
12 month
Operating activities
Profit/loss after financial items -54,222 54
Adjustments for non-cash items 27 64,863 6,228
Income tax paid 856 433
Cash flow from operating activities before changes in working capital 11,497 6,715
Cash flow from changes in working capital
Increase (-)/Decrease (+) in inventories 13,275 -11,670
Increase (-)/Decrease (+) in operating receivables -118,522 -20,846
Increase (-)/Decrease (+) in operating liabilities 14,350 9,982
Changes in working capital -90,897 -22,534
Cash flow from operating activities -79,400 -15,819
Investing activities
Acquisition of property, plant and equipment 13 -30,087 -3,597
Acquisition of intangible assets 12 -103,783 -32,150
Acquisitions of subsidiaries/operations, net cash effect 25 -417,454 -120,096
Acquisition (-)/Disposal (+) of short-term investments -276,648 45,646
Cash flow from investing activities -827,972 -110,197
Financing activities
New share issue 17, 25 1,336,342 148,500
Issue costs -53,805 -7,493
Option premiums received 11,743 2,637
Repurchase of own options -107 -
Borrowings 30,075 -
Repayment of loans -1,999 -3,310
Repayment of lease liability -13,362 -
Cash flow from financing activities 1,308,887 140,334
Cash flow for the year 401,515 14,318
Cash and cash equivalents at the beginning of the year 39,845 23,038
Exchange difference in cash and cash equivalents -6,463 2,489
Cash and cash equivalents at year-end 27 434,897 39,845

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Other
contributed
Retained
earnings incl.
profit/loss for
Non
controlling
kSEK Share capital capital Reserves the year interest Total equity
Equity, opening balance
Sep 1, 2018
832 184,134 40 1,154 - 186,160
Profit/loss for the year - - - 581 - 581
Other comprehensive income
for the year
- - 5,040 - - 5,040
Transactions with owners
New share issue 55 148,445 - - - 148,500
Issue for non-cash consideration 88 211,977 - - - 212,065
Transaction costs, net of tax - -5,950 - - - -5,950
Premium from issuing share
options
- 2,637 - - - 2,637
Share-based remuneration - 609 - - - 609
Equity, closing balance
Aug 31, 2019
975 541,852 5,080 1,735 - 549,642
Equity, opening balance
Sep 1, 2019
975 541,852 5,080 1,735 - 549,642
Profit/loss for the year - - - -48,170 -824 -48,994
Other comprehensive income
for the year
- - -57,543 - -217 -57,760
Transactions with owners
New share issue 24 1,330,110 - - 5,987 1,336,342
Issue for non-cash consideration 70 456,929 - - - 456,999
Transaction costs, net of tax - -42,721 - - - -42,721
Premium from issuing share
options
- 11,743 - - - 11,743
Share-based remuneration - 3,327 - - - 3,327
Repurchase of own options - -107 - - - -107
Divestment to non-controlling
interests
- -1,667 - - 1,667 -
Equity, closing balance
Dec 31, 2020
1,290 2,299,466 -52,463 -46,435 6,613 2,208,471

PARENT COMPANY INCOME STATEMENTS

kSEK Note 2019/2020
16 month
2018/2019
12 month
Net sales 5 167,133 77,644
Change in inventories 9,412 8,078
Capitalized work for own account 19,412 5,337
Other operating income 7 38,485 15,374
Operating expenses
Raw materials and consumables -67,078 -32,062
Personnel costs 6 -87,871 -40,650
Other external expenses 9 -135,840 -30,879
Depreciation and amortization of non-current assets 12, 13 -10,881 -4,876
Other operating expenses 8 -10,718 -666
Operating profit/loss -77,946 -2,700
Profit/loss from financial items:
Profit/loss from participations in Group companies 24 -3,835, -
Other interest income and similar items 10 984, 3,981
Interest expense and similar items 10 -4,014, -20
Net financial items -6,865 3,961
Profit/loss after financial items -84,811 1,261
Tax 11 16,511, -469
Profit/loss for the year -68,300 792

PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME

kSEK Note 2019/2020
(16 month)
2018/2019
(12 month)
Profit/loss for the year -68,300 792
Other comprehensive income
Components that will not be reclassified as profit/loss for the year - -
Components that will be reclassified as profit/loss for the year - -
Other comprehensive income for the year - -
Comprehensive income for the year -68,300 792

PARENT COMPANY BALANCE SHEETS

kSEK Note 2020-12-31 2019-08-31
ASSETS
Non-current assets
Intangible assets 12
Capitalized development expenses 106,466 45,456
Patents, licenses and trademarks 26,022 11,125
Property, plant and equipment 13
Expenditure on leased property 1,216 800
Equipment, tools, fixtures and fittings 7,864 1,137
Financial assets
Participations in Group companies 24 1,321,311 364,859
Receivables from Group companies 48,242 -
Other long-term receivables 22 1,208 259
Deferred tax asset 11 30,283 3,005
Total non-current assets 1,542,612 426,641
Current assets
Inventories 14 23,892 11,913
Accounts receivable 15 43,989 22,214
Receivables from Group companies 14,007 20,603,
Current tax assets 3 -
Other receivables 5,847 4,834
Prepaid expenses and accrued income 16 7,118 2,739
Short term investments 2, 22 349,536 69,273
Cash and bank balances 27 302,392 11,707
Total current assets 746,784 143,283
TOTAL ASSETS 2,289,396 569,924
kSEK Note 2020-12-31 2019-08-31
EQUITY AND LIABILITIES
Equity 17
Restricted equity
Share capital 1,290 975
Development expenditure fund 106,138 44,942
Non-restricted equity
Share premium reserve 2,297,318 538,607
Retained earnings -97,751 -38,556
Profit/loss for the year -68,300 792
Total equity 2,238,695 546,760
Provisions
Deferred tax liability 11 - 317
Other provisions 20 482 402
Total provisions 482 719
Non-current liabilities
Liabilities to credit institutions 2, 19 6,000 -
Other interest-bearing liabilities 19 600 600
Total non-current liabilities 6,600 600
Current liabilities
Liabilities to credit institutions 2, 19 2,000 -
Advances from customers 5 46 156
Liabilities to Group companies 1,943
Accounts payable 22 14,981 10,895
Other liabilities 1,349 781
Accrued expenses and deferred income 21 23,300 10,013
Total current liabilities 43,619 21,845
TOTAL EQUITY, PROVISIONS AND LIABILITIES 2,289,396 569,924

PARENT COMPANY CASH FLOW STATEMENTS

kSEK Note 2019/2020
16 month
2018/2019
12 month
Operating activities
Profit/loss after financial items -84,811 1,261
Adjustments for non-cash items 27 33,745 3,992
Income tax paid -3 -
Cash flow from operating activities before changes in working capital -51,069 5,253
Cash flow from changes in working capital
Increase (-)/Decrease (+) in inventories -11,979 -7,901
Increase (-)/Decrease (+) in operating receivables -68,481 -26,168
Increase (-)/Decrease (+) in operating liabilities 19,976 14,696
Changes in working capital -60,484 -19,373
Cash flow from operating activities -111,553 -14,120
Investing activities
Acquisition of property, plant and equipment 13 -9,973 -1,846
Acquisition of intangible assets 12 -83,957 -30,097
Acquisition of subsidiaries/operations, net cash effect 25 -503,769 -151,134
Acquisition (-)/Disposal (+) of short-term investments -276,648 45,645
Cash flow from investing activities -874,347 -137,432
Financing activities
New share issue 17, 25 1,323,326 148,500
Issue costs -53,805 -7,493
Option premium received - 2,637
Borrowings 10,000 -
Repayment of loans -2,000 -
Cash flow from financing activities 1,277,521 143,644
Cash flow for the year 291,621 -7,908
Cash and cash equivalents at the beginning of the year 11,707 19,615
Exchange difference in cash and cash equivalents -936 -
Cash and cash equivalents at year-end 27 302,392 11,707

PARENT COMPANY STATEMENTS OF CHANGES IN EQUITY

Restricted equity Non-restricted equity
kSEK Share capital Development
expenditure fund
Share premium
reserve
Retained
earnings
Profit/loss
for the year
Total
Equity
Equity, opening balance
Sep 1, 2018
832 24,958 184,133 -24,831 3,014 188,106
Appropriation of profits - - - 3,014 -3,014 -
Profit/loss for the year - - - - 792 792
Change in development
expenditure fund
- 19,984 - -19,984 - -
Transactions with owners
New share issue 55 - 148,445 - - 148,500
Issue for non-cash
consideration
88 - 211,979 - - 212,067
Transaction costs, net
of tax
- - -5,950 - - -5,950
Premium from issuing
share options
- - - 2,636 - 2,636
Share-based
remuneration
- - - 609 - 609
Equity, closing balance
Aug 31, 2019
975 44,942 538,607 -38,556 792 546,760
Equity, opening balance
Sep 1, 2019
975 44,942 538,607 -38,556 792 546,760
Appropriation of profits - - - 792 -792 -
Profit/loss for the year - - - - -68,300 -68,300
Change in development
expenditure fund
- 61,196 - -61,196 - -
Transactions with owners
New share issue 245 - 1,323,081 - - 1,323,326
Issue for non-cash
consideration
70 - 456,929 - - 456,999
Transaction costs, net
of tax
- - -42,721 - - -42,721
Premium from issuing
share options
- - 21,422 - - 21,422
Share-based
remuneration
- - 1,209 - 1,209
Equity, closing balance
Dec 31, 2020
1,290 106,138 2,297,318 -97,751 -68,300 2,238,695

NOTES

NOTE 01 ACCOUNTING PRINCIPLES 79
NOTE 02 FINANCIAL RISK MANAGEMENT 81
NOTE 03 CRITICAL ACCOUNTING ESTIMATES 84
NOTE 04 SEGMENTS 85
NOTE 05 REVENUE 86
NOTE 06 EMPLOYEES, PERSONNEL COSTS AND BOARD FEES 87
NOTE 07 OTHER OPERATING INCOME 90
NOTE 08 OTHER OPERATING EXPENSES 91
NOTE 09 REMUNERATION TO AUDITORS 91
NOTE 10 FINANCIAL ITEMS 91
NOTE 11 TAXES 92
NOTE 12 INTANGIBLE ASSETS 93
NOTE 13 PROPERTY, PLANT AND EQUIPMENT 96
NOTE 14 INVENTORIES 98
NOTE 15 ACCOUNTS RECEIVABLE 98
NOTE 16 PREPAID EXPENSES AND ACCRUED INCOME 99
NOTE 17 EQUITY 99
NOTE 18 EARNINGS PER SHARE 100
NOTE 19 INTEREST-BEARING LIABILITIES 101
NOTE 20 OTHER PROVISIONS 101
NOTE 21 ACCRUED EXPENSES AND PREPAID INCOME 101
NOTE 22 FINANCIAL ASSETS AND LIABILITIES 102
NOTE 23 LEASES 102
NOTE 24 PARTICIPATIONS IN GROUP COMPANIES 105
NOTE 25 ACQUISITIONS 105
NOTE 26 PLEDGED ASSETS AND CONTINGENT LIABILITIES 107
NOTE 27 CASH FLOW STATEMENT 107
NOTE 28 RELATED PARTIES 109
NOTE 29 EVENTS AFTER THE END OF THE PERIOD 109
NOTE 30 PROPOSED APPROPRIATION OF PROFIT 110
NOTE 31 DISCLOSURES ABOUT THE PARENT COMPANY 110

NOTE 1 | ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), and interpretations of applicable standards, International Financial Reporting Interpretation Committee (IFRIC) as approved by the EU. Sweden's Annual Accounts Act and RFR 1 "Supplementary accounting rules for the Group" have also been applied.

The Parent Company applies the same accounting principles as the Group except in the cases stated below in the section "Parent Company accounting principles". The discrepancies between the accounting principles of the Parent Company and the Group are caused by restrictions on the ability to apply IFRS to the Parent Company as a result of Sweden's Annual Accounts Act, the Safeguarding of Pension Commitments. Act, and in some cases for reasons concerning tax.

Classification

Non-current assets, non-current liabilities and provisions essentially consist of amounts expected to be recovered or paid more than twelve months after the balance sheet date.

Current assets and current liabilities essentially consist of amounts expected to be recovered or paid within twelve months of the balance sheet date.

Consolidation principles

The consolidated accounts include the Parent Company CELLINK AB (publ) and the subsidiaries in which the Parent Company has a controlling influence at year-end. Intragroup receivables and liabilities, income or expenses and unrealized gains or losses arising from intragroup transactions are eliminated in their entirety during the preparation of the consolidated financial statements.

Functional currency and reporting currency

Items included in the financial statements of the Group's various units are valued in the currency used where the respective companies are primarily active (functional currency). The Parent Company's functional currency is the Swedish krona, which is also the reporting currency for the Parent Company and Group. This means that the financial statements are presented in Swedish kronor. All amounts are rounded to the nearest thousand unless otherwise stated. Assets and liabilities in foreign subsidiaries, including goodwill and other group surplus and deficit values, are translated into Swedish kronor at the exchange rate observed on the balance sheet date. Income and expenses in foreign subsidiaries are translated into Swedish kronor at an established average rate that applies for the month in which the transaction occurs. Translation differences arising from currency translation of foreign subsidiaries are recognized in other comprehensive income.

Foreign currency

Transactions in foreign currencies in the Parent Company are reported in the functional currency using the exchange rate

observed on the transaction date, while income and expenses in foreign subsidiaries are translated into Swedish kronor at an established average rate that applies for the month in which the transaction occurs. Monetary assets and liabilities in foreign currencies are translated into the functional currency at the exchange rate observed on the balance sheet date. Exchange rate differences arising from conversions are reported in the income statement. Non-monetary assets and liabilities that are recognized at historical cost are recognized at the exchange rate observed at the time of the transaction. Changes in exchange rates are then reported in the same way as other value changes regarding assets and liabilities.

Key exchange rates against the SEK used in the accounts:

Currency Closing rate
2020-12-31 2019-08-31
EUR 10.0375 10.8078
USD 8.1886 9.7905

Source: The Riksbank

AMENDED ACCOUNTING PRINCIPLES

Amended accounting principles caused by new or amended IFRS

The Group applies IFRS 16 Leases as of September 1, 2019. As a result, the Group has amended its accounting principles for leases as described below. The Group has chosen to apply the modified retroactive approach to the transition, which means, for example, that the comparison year is not recalculated in accordance with IFRS 16.

Definition of leases

Previously the Group determined whether or not an agreement contained a lease in accordance with IFRIC 4, "Determining whether an arrangement contains a lease". As of September 1, 2019, the Group determines whether or not an agreement contains a lease based on the definition of leases in IFRS 16.

Leases in which the Group is the lessee

Previously the Group classified leases as operating or finance leases based on whether the leases transferred the significant risks and benefits associated with ownership of the underlying asset to the Group. Operating leases were not recognized as an asset and liability in the balance sheet and a lease/rental cost was recognized on a straight-line basis over the term of the agreement. In accordance with IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases, including leases that were previously classified as operating leases, and depreciation and interest expenses are recognized in the income statement. Exceptions have been made for the following agreements with outstanding lease terms of up to 12 months and for leases of low-value assets (the value of the underlying asset is less than kSEK 50).

NOTES

Leases previously classified as operating leases under IAS 17 At the time of the transition, the lease liabilities were valued at the present value of the remaining lease payments, discounted by the Group's incremental borrowing rate on the first day of application (September 1, 2019). The right-of-use asset was valued at an amount corresponding to the lease liability, adjusted for any prepaid or accrued lease payments.

The Group has chosen to apply the following practical solutions for former operating leases in the transition to IFRS 16:

  • Applied a single discount rate to a portfolio of leases with reasonably similar characteristics
  • Right-of-use assets and lease liabilities have not been recognized for leases for which the lease term ends before or within 12 months of the transition period (short-term leases)
  • Ex post assessments made in determining the lease term if the agreement provides for the possibility of extending or terminating the lease.

Effect on the financial statements

In the transition to IFRS 16, the Group recognized right-of-use assets of kSEK 27,867 and lease liabilities of kSEK 26,919, of which kSEK 6,252 referred to current lease liabilities. Prepaid expenses decreased by kSEK 948.

When valuing the lease liability, the Group discounted the lease payments to the incremental borrowing rate on September 1, 2019. The weighted average discount rate applied is 2.0%

2019-09-01
Operating lease commitments as of August
31, 2019 according to disclosures in the
2018/2019 annual report
29,284
Discount effect of incremental borrowing
rate as of September 1, 2019
-1,417
Total 27,867
Less – prepaid lease payments -948
Lease liability as of September 1, 2019 26,919

All of the above leases relate to leases for premises where the company runs its business, primarily office real estate. The Group did not previously have any finance leases.

Comparative figures as though IAS 17
had also been applied in 2019/2020
IFRS 16
2019-09-01–
IAS 17
2019-09-01–
IAS 17
2018-09-01–
2020-12-31 2020-12-31 2019-12-31
Extract from income statement 16 months 16 months 12 months
EBITDA 816 -13,833 3,351
Operating profit/loss -51,927 -51,345 -3,754
Financial expenses -2,935 -1,741 -112
Profit before tax -54,222 -52,446 54
Profit/loss for the period -48,994 -47,598 581
IFRS 16 IAS 17 IAS 17
Extract from balance sheet 2020-12-31 2020-12-31 2019-08-31
Assets
Right-of-use assets 80,847 - -
Deferred tax asset 39,464 39,084 5,376
Total non-current assets 1,446,702 1,365,475 404,353
Prepaid expenses 10,338 12,755 3,465
Total assets 2,513,991 2,435,181 603,123
Equity
Equity attributable to Parent Company shareholders 2,201,858 2,203,249 549,642
Total equity 2 208 471 2 209 862 549,642
Liabilities
Non-current lease liabilities 60,134 - -
Total non-current liabilities 151,130 90,996 16,988
Current lease liabilities 20,067 - -
Total current liabilities 154,390 134,323 36,493
Total liabilities and provisions 305,520 225,319 53,481
Total equity and liabilities 2,513,991 2,435,181 603,123

No other standards, amendments and interpretations that entered into force during the 2019/2020 financial year are considered to have had a material impact on the consolidated financial statements.

Future accounting principles

New and amended IFRS with future application are not expected to have a material impact on the company's financial statements.

Parent Company accounting principles

The Parent Company has prepared its annual report in accordance with Sweden's Annual Accounts Act (1995:1554) and the Swedish Financial Accounting Standards Council's recommendation RFR 2 – Accounting for legal entities. RFR 2 means that in the annual report for the legal entity, the Parent Company shall apply all IFRS and statements approved by the EU provided this is possible within the framework of Sweden's Annual Accounts Act and with regard to the relationship between accounting and taxation. The recommendation specifies exceptions and supplements to be made from IFRS. The differences between the Group's and Parent Company's accounting principles are shown below. The accounting principles set out below for the Parent Company have been applied consistently to all periods presented in the Parent Company's financial statements. The accounting principles are unchanged compared to the previous year.

Shares and participations

Shares and participations in Group companies are reported at cost and impairment testing is carried out annually. Dividends are recognized in the income statement.

Shareholder contributions

Unconditional shareholder contributions are made directly to the equity of the recipient and capitalized in shares and participations of the donor, to the extent that no write-down is required.

Leasing

IFRS 16 is not applied in the Parent Company. Lease payments are instead recognized as a cost on a straight-line basis over the lease term.

Description of accounting principles

The accounting principles for the Group set out in this annual report have been applied consistently to all periods presented in the consolidated financial statements unless otherwise stated. The Group's accounting principles have been applied consistently to the reporting and consolidation of subsidiaries.

In order to increase the understanding of the accounting principles applied by the Group, CELLINK has chosen to report these principles in connection with each note.

NOTE 2 | FINANCIAL RISK MANAGEMENT

CELLINK's operations are exposed to various types of financial risk that may affect the company's earnings and cash flow; this is primarily a result of exchange rate fluctuations, but also credit and counterparty risks, liquidity and refinancing risk and, to a certain extent, interest rate risks.

The Group's financial risks are managed in accordance with the financial policy adopted by the Board. The CEO is responsible for conducting business in accordance with the policies adopted by the Board and approving deviations in accordance with the mandate set by the Board.

The CEO is also responsible for reporting on the compliance of policies and potential risks together with the CFO. The CFO is responsible for the company's financial reporting and for following the mandate the Board has given to the CEO and senior executives in relation to risk and reporting. The CFO participates in the audit committee meetings and is responsible for following up and reporting on the company's internal control and financial risks to the audit committee and the Board. The Group's financial risks are monitored and reported by the CFO to the Board of Directors, the audit committee and the CEO.

Currency risk

Exchange rate fluctuations affect the Group's earnings and equity in various ways, either as transaction exposure or translation exposure. Transaction exposure consists of commercial flows in foreign currency. For the Group, this mainly arises as a result of the Parent Company invoicing the majority of its customers in EUR and USD and the majority of its costs being in SEK. In this way, a change in the EUR and USD against the SEK affects the Group's earnings.

When translating foreign subsidiaries' earnings and net assets, there is a translation exposure that, in the event of currency exchange rate changes, affects the Group's other comprehensive income and equity respectively. The exchange rate difference, which is recognized in other comprehensive income, is attributable to changes in the USD/SEK exchange rate (for US subsidiaries) and the EUR/SEK exchange rate (for German subsidiaries and associated surplus values). The acquisition of the German SCIENION group increased CELLINK's translation exposure to the EUR during the financial year.

A 10% increase in the EUR and USD during the financial year would have resulted in the following positive transaction exposure effect on the Group's earnings, mainly because sales in SEK would have increased without affecting the Group's costs to the same extent, but also because amortization of surplus values denominated in EUR would have increased in the accounting currency, the SEK.

Currency 2019/2020 2018/2019
EUR 5,082 985
USD 6,432 1,190

The net translation exposure (in thousands) for the Group is divided into the currencies below. The increase during the financial year can mainly be attributed to acquired assets in SCIENION, which are denominated in EUR. See also Note 25 for disclosures on acquisitions.

A 10% change in each closing rate would have affected the respective SEK amount by 10%, which would have entailed a corresponding change in other comprehensive income and equity.

Local currency kSEK
Currency 2019/2020 2019/2020
EUR 129,107 1,295,913
USD 183 1,501
Local currency kSEK
Currency 2018/2019 2018/2019
EUR 33,771 364,991
USD 350 3,424

The Group's policy is not to hedge exchange rate fluctuations.

Liquidity and refinancing risk

Financing risk refers to the risk that costs will be higher and funding opportunities will be limited when loans are to be renewed, and that payment obligations might not be fulfilled as a result of insufficient liquidity or difficulties in obtaining financing.

The company must be an attractive borrower and have such a foresight that the company can be offered financing on good terms. The company currently has a low level of external financing. The company has mainly financed its growth through equity raised from the company's shareholders.

Interest rate risk

Interest rate risk is the risk that interest rate changes will affect the Group's earnings and cash flow (cash flow risks). The company's external financing is currently low and the interest rate risk linked to financing is therefore considered insignificant.

However, the Group is affected by changes in interest rates as a result of the capital managed within the framework of shortterm ivestments.

Excess liquidity arises when CELLINK has more liquid funds than the business needs, and that situation is handled through

Maturity structure for financial liabilities including future interest payments (non-discounted amounts)

Group, Aug 31, 2020 <1 year 2 years 3 years 4 years >4 years Total
Interest-bearing liabilities 2,360 4,835 7,283 7,196 8,218 29,892
Accounts payable 32,953 - - - - 32,953
Lease liabilities 20,067 18,258 11,737 10,143 19,997 80,201
Other liabilities 3 17 - - - 20
Group, Aug 31, 2019 <1 year 2 years 3 years 4 years >4 years Totalt
Interest-bearing liabilities 12 12 12 12 612 660
Accounts payable 14,113 - - - - 14,113
Other liabilities - - - - - -
Parent Company, Aug 31, 2020 <1 year 2 years 3 years 4 years >4 years Totalt
Interest-bearing liabilities 2,154 2,119 2,083 2,048 612 9,016
Accounts payable 14,981 - - - - 14,981
Other liabilities - - - - - -
Parent Company, Aug 31, 2019 <1 year 2 years 3 years 4 years >4 years Totalt
Interest-bearing liabilities 12 12 12 12 612 660
Accounts payable 10,895 - - - - 10,895
Övriga skulder - - - - - -

investments in listed fixed-income funds. The majority of the excess liquidity shall be available within seven days and the remainder within 14 days. The historical volatility of the total investment of excess liquidity shall be less than 2%; however, parts of the total investment of excess liquidity may have a historical volatility of 5%. See the table below for how the company's investment of excess liquidity should be weighted.

SRRI Risk category Volatility
interval
Max. percentage
of portfolio
1 Low risk 0% to 0.5% 65%
2 0.5% to 2% 30%
3 Medium risk 2% to 5% 10%
4 5% to 10% 2%
5 10% to 15% 0%
6 15% to 25% 0%
7 High risk Over 25% 0%

No individual investment may amount to more than 5% of the total investment. Investments in non-correlated instruments are encouraged to reduce portfolio volatility. Investments in assets in foreign currencies are allowed, but no investments denominated in foreign currencies have been made over the past two financial years so the risk has not had to be managed. In the event that a fund has non-hedged assets in foreign currencies, the volatility is affected as the value of the SEK will vary, which is why the currency risk is regulated using the same risk method as for other assets. The purpose of investing excess liquidity is to maintain the value rather than generate significant capital gains. The company's liquidity must be available to support continued growth.

The summary below shows the effect that a one percentage point change in market interest rates would have had on the consolidated income statement and equity.

Change, % 2019/2020 2018/2019
Market interest rate (+/-) 1 983 392

Credit and counterparty risks

Credit risk is the risk of losses resulting from the counterparty being unable to fulfill its contractual obligations. The risk for CELLINK is mainly associated with accounts receivable. In order to control the risk, the company conducts customer audits and continuously monitors developments regarding the customer's creditworthiness.

The company requests payments in advance from new customers if there are doubts about the counterparty's ability to pay. There is no significant concentration of credit risk with any individual customer, counterparty or geographical region for

CELLINK. The company has a broad customer portfolio with the majority of sales coming from a large number of customers. The company also works with distributors in particular regions, which affects the concentration risk to a certain extent, however this effect has been on the decrease over the past two financial years and mainly relates to the Asian market.

During its short history, CELLINK has had very low bad debt losses, and work to recover overdue receivables is ongoing.

Several of CELLINK's customers routinely pay their invoices a relatively long time after the due date. However, the risk associated with many of these customers is deemed to be low as they pay and buy new products from CELLINK on an ongoing basis.

A customer is deemed to have defaulted if it has payment difficulties or if the receivable is more than 120 days overdue. The reasoning for this is that several customers routinely pay late. At this point, the expected credit losses in CELLINK's model increase significantly. Credit risk is handled in the accounts by recognizing a loss allowance based on how long the receivable has been overdue, and by conducting an individual review of the customer based on previous payment patterns and external factors. The loss allowance is measured at an amount equal to the expected credit losses for the entire outstanding term, which means that a loss allowance is also recognized for non-overdue receivables.

The model for expected credit losses has been adjusted marginally during the financial period to take into account the termination of a couple of distributor contracts and the impact of COVID-19. This, together with increased sales, has contributed to a higher loss allowance compared with last year.

Receivables are only written off when the counterparty is declared bankrupt, or changes to the nominal values of the receivable are agreed. See also Note 15 for further information on the Group's accounts receivable.

The company also has credit and counterparty risk for cash and cash equivalents. To control the risk, the company has consistently invested cash in well-established counterparties with a low assessed risk of default.

Risk management of capital

The Group's capital structure must be kept at a level that ensures the opportunity to continue operations that create returns for shareholders and benefits for other stakeholders, while maintaining an optimal structure to reduce capital costs.

In order to maintain or adjust the capital structure, the Group may, with shareholder approval when appropriate, vary the dividend to the shareholders, reduce the share capital for payment to the shareholders, issue new shares or sell assets to reduce the debt/equity ratio.

NOTES

The Group continuously analyzes the ratio between debt and equity. Net debt includes interest-bearing financial liabilities. The Group's capital consists of the assets reduced by less interest-bearing liabilities.

The Group has no internal or external capital requirements. From time to time, the Group has more liquid assets than required to conduct the company's operations, on which occasions excess liquidity is invested in interest-bearing funds in accordance with the Group's finance policy.

The purpose is to manage the Group's capital at the lowest risk possible for when the company needs the capital for acquisitions or other investments, for example.

NOTE 3 | CRITICAL ACCOUNTING ESTIMATES

Preparation of the financial statements in accordance with IFRS requires that the executive team make accounting estimates that affect the application of accounting principles and the carrying amounts of assets, liabilities, income and expenses. Estimates and assumptions are based on historical experience and a number of other factors that seem reasonable in the prevailing circumstances. The results of these estimates and assumptions are then used to assess the carrying amounts of assets and liabilities that are not otherwise clearly evident from other sources. The actual outcome may differ from these accounting estimates. Estimates and assumptions are reviewed regularly depending on their nature, but at least once a year. Changes in estimates are recognized in the period the change is made if the change only affects this period, or in the period the change is made and future periods if the change affects the current and future periods. Assessments made by Group management that have a significant impact on the financial statements and estimates that may lead to significant adjustments in future financial statements are described below.

Business combinations

Business combinations are reported in accordance with the acquisition method. The determination of fair value often requires Group management to make assumptions and estimates about future events. Assumptions and estimates relating to the determination of the fair value of acquired patents, technologies, customer relationships and trademarks generally require major assessments and include estimates of forecasted cash flows, growth and discount rates. Changes in any of these assumptions or estimates used to determine the fair value of acquired assets and liabilities may affect the amounts relating to assets, liabilities and goodwill as a result of how the purchase price is allocated. Future net gains may be affected as a result of changes in depreciation/amortization and impairment of assets including goodwill. See also Note 25 for a description of acquisitions carried out.

Assessment of cash-generating units and impairment testing of goodwill and other intangible assets

Impairment testing requires the identification of the Group's smallest cash-generating units, which relies on assessments. On December 31, 2020, the Group was deemed to consist of two cash-generating units – Laboratory Solutions and Industrial Solutions – and impairment testing has been conducted at this level. A change in this assessment could have significant consequences on the Group's earnings in future periods. See Note 12 for further information.

While calculating the recoverable amounts of cash-generating units to assess possible impairment requirements for goodwill and other intangible assets, several assumptions have been made about future conditions and estimates of parameters. A description of these can be found in Note 12.

Loss allowance for accounts receivable

CELLINK recognizes loss allowances for accounts receivable based on the rules in IFRS 9 on expected credit losses. In relation to this, accounting estimates are made as to whether or not accounts receivable will be recoverable at their full value, and at what level the loss allowance should be recognized. During its brief history, CELLINK has historically had very low established bad debt losses, which means that estimates are required to assess the risk of future credit losses. The principles are described in more detail in Notes 2 and 15.

Deferred tax

Deferred tax assets attributable to tax losses have been capitalized in the Group to the extent that they can be used against future taxable profits. To determine this, Group management has produced forecasts for the companies that have tax losses. Assumptions and estimates used in the forecast generally require major assessments and include estimates of forecasted cash flows and growth per legal entity. A change in any of these factors could lead to changes in the assessments. See Note 11 for further information.

Leasing

Recognition of leases in accordance with IFRS 16 requires a certain degree of judgment, primarily regarding the lease term. The Group defines the lease term as the non-terminable term of the lease, together with all periods covered by an option to extend the lease if it is reasonably certain to exercise the option.

The Group has several leases that include extension and termination options. At the beginning of the lease term, the Group judges whether or not it is reasonably certain to exercise the option to renew or terminate the agreement. This assessment takes account of all the relevant factors that create an economic incentive to either renew or terminate the lease. After the start date, the Group reviews the lease term if a significant event occurs or if there is a change in circumstances within the Group's control that affects its ability to exercise or not exercise the option to renew or terminate the lease (e.g. the expense of major improvements or adaptations to the leased asset).

The Group included the renewal period as part of the lease term for leases of premises with non-terminable periods of less than three years. Within this period it is usually judged to be reasonably certain that the Group will exercise its option to renew these leases. The extension periods for leases with longer non-terminable periods are not included in the lease term as it is not reasonably certain that the option to renew will be exercised. Furthermore, the renewal options for leases of motor vehicles are not included in the lease term as the Group usually leases vehicles for a maximum of three years, and does not therefore exercise any renewal options.

See Note 23 for further information on the Group's leases.

Capitalization of development expenditure

Recognition of capitalized development expenditure requires assessments to determine whether or not expenditure can be capitalized during the course of a project. Factors affecting the assessment are which development phase the project is in and what future earning capacity the project is expected to contribute. To ensure this is managed correctly, the Group continuously works with project documentation and follow-up, monitoring expenditure incurred in relation to the project budget, and forecasts of future earning capacity.

A change in the assessment of the projects' earning capacity could have significant consequences on the Group's earnings in future periods. See also Note 12 for further information on the Group's capitalized development expenditure.

Classification of public grants

An assessment is needed to determine whether or not public grants received are attributable to projects that are expected to generate economic benefits. This affects whether the grant should be recognized in the income statement as income, or in the balance sheet as prepaid income or a decrease in assets. On receipt of public grants, an assessment is made of how the support for the project in question should be recognized in the accounts using the following criteria: The criteria in IAS 38 regarding the capitalization potential of intangible assets for time worked on the project and the ownership rights of the final product. Grants that relate to projects where time worked and expenditure are not capitalized, are recognized as revenue in the period in which the project costs arise.

A change in the above assessments would affect the Group's earnings.

NOTE 4 | SEGMENTS

Accounting principles

The Group's operations are divided into operating segments based on which parts of the operations are monitored by the company's chief operating decision-maker, the Group CEO.

The Group's operations are organized such that Group management monitors the sales and earnings generated by the Group's various segments.

Each operating segment has a manager who is responsible for the day-to-day operation and who regularly reports to the executive team on the results of the operating segment's performance and its resource requirements.

As Group management follows up the operations' earnings and decides on resource allocation based on the goods and services the Group offers the market, these operations constitute operating segments.

The Group's segments are identified based on the fact that various market offerings have been merged into a single segment if they have similar economic characteristics, products, production processes, customers and distribution methods.

The Group's segments are primarily monitored at sales and gross margin level, which is why these measures are presented in the table below.

Division into segments

Following the acquisition of SCIENION in September 2020, CELLINK consists of two segments – Laboratory Solutions and Industrial Solutions – with the entire acquisition of SCIENION included in the new segment, Industrial Solutions.

The rest of the Group is part of Laboratory Solutions. The division into segments was carried out in light of the organizational change resulting from the acquisition and SCIENION's different product offering and customers segment compared with the rest of the Group.

Laboratory Solutions

The operations within Laboratory Solutions comprise CEL-LINK and the acquired companies Dispendix and cytena. The segment offers 3D printers, single-cell and liquid-dispensing instruments as well as services and consumables related to these products.

The operations within the segment have a similar customer base and distribution chain. In addition, the segment's products complement each other within the framework of customer demand, which is why the executive team monitors these operations as one segment.

Industrial Solutions

The operations within Industrial Solutions comprise the SCI-ENION AG group and its subsidiaries, which were acquired in 2020. The segment offers products within precision dispensing and biosensor technology for industrial customers, which make a high-capacity contribution to customers' production.

As the customer base, order structure, and production process in this acquisition are different from in the rest of the Group, it is recognized as a separate segment.

The Group's operating segments

Laboratory Solutions Industrial Solutions Total
2019/2020 2018/2019 2019/2020 2018/2019 2019/2020 2018/2019
Sales 263,833 105,457 152,176 - 416,009 105,457
Raw materials and consumables
reduced by change in inventories
-76,485 -30,034 -40,891 - -117,376 -30,034
Gross profit 187,348 75,423 111,285 - 298,633 75,423
Gross margin 71.0% 71.5% 73.1% - 71.8% 71.5%
Capitalized work for own account - - - - 60,718 15,938
Other operating income - - - - 28,128 18,402
Other external expenses - - - - -142,415 -45,879
Personnel costs - - - - -230,803 -59,838
Depreciation/amortization
and impairment losses
- - - - -52,743 -7,105
Other operating expenses - - - - -13,445 -695
Financial income - - - - 640 3,920
Financial expenses - - - - -2,935 -112
Profit before tax - - - - -54,222 54

The operating segments' earnings include directly attributable items as well as items that can reasonably and reliably be attributed to the segments.

The recognized items in the operating segments' earnings are measured in accordance with the earnings monitored by the company's chief operating decision-maker.

Non-current assets by geographical area

Group
2019/2020 2018/2019
Sweden 185,142 60,780
Germany 1,208,603 336,564
Rest of the world 52,956 7,009
Total 1,446,701 404,353

NOTE 5 | REVENUE

ACCOUNTING PRINCIPLES

Revenue recognition

The Group recognizes revenue during the transfer of promised goods or services to customers at an amount that reflects the compensation the company expects to be entitled to in exchange for these goods or services.

In order to carry out accounting according to this principle, a five-step model is applied, which consists of the following parts: identify the agreement with the customer, identify the various performance obligations, determine the transaction price, allocate the transaction price to the different performance obligations, and report revenue when performance obligations are met. The Group applies several different payment structures for customers on different markets.

The compensation is never variable. The company does not apply a refund policy and applies only standard 12-month guarantees where the company is obliged to maintain the function of the products. The provisions made are deemed to reflect the actual cost of handling guarantees.

Revenue streams

The Group's products offered on the market consist of instruments, bioinks, consumables and hygiene products. The company also sells product-related services in the form of contract manufacturing, maintenance, installations and training.

Performance obligations and timing of revenue recognition

CELLINK's promised performance obligations to customers usually comprise the sale of goods made by the company and the performance of an agreed task. These performance obligations are stated in the agreement with the customer.

The goods offered are considered to be distinct by nature. The customer may choose to buy the goods separately, and is thereby judged to be able to utilize them either separately or together with other goods. Sales of all goods are therefore recognized as separate performance obligations, and usually upon delivery in accordance with Incoterms. However, the Group also reports certain major product projects that run over several periods, over time. This is done in cases where the company's performance does not create an asset with an alternative use for the company, and the company is entitled to payment for performance achieved to date.

The guarantees that come with CELLINK's products are standardized and are not defined as separate performance obligations. For more information on the company's guarantees, see Note 20.

CELLINK also sells product-related services and services in the

form of onward invoicing of freight. Onward invoicing of freight is recognized as revenue in connection with the delivery being performed.

Services are usually invoiced in advance and are recognized as revenue over the service contract period. Unrecognized service income is reported as prepaid income (contract liabilities) in the balance sheet.

Services offered are usually stated separately from one another and separately from the product in the agreement with the customer. Even though these services are often performed in close connection with the sale of a product, they are considered to be distinct because the customer can benefit from the good or service separately or together with other resources available to the customer, and because CELLINK's promise to transfer the good or service to the customer can be differentiated from other promises in the agreement. CELLINK does not offer return rights on goods sold.

DISCLOSURES

Breakdown of revenue

CELLINK's operations consist of two segments: Industrial Solutions and Laboratory Solutions. See Note 4 for further information.

A geographical breakdown of the company's sales is presented below. In the past two financial years, CELLINK had no customer who accounted for more than 10% of total sales.

Net sales by geographical region

Revenue from external customers has been allocated to regions based on the customer's domicile.

Group Parent Company
2019/ 2018/ 2019/ 2018/
2020 2019 2020 2019
Sweden 11,618 1,657 9,385 1,657
Rest of Europe 116,904 43,204 42,951 32,425
North America 191,118 32,289 54,646 22,095
Asia 82,587 23,986 52,914 17,170
Rest of the world 13,782 4,321 7,237 4,297
Total 416,009 105,457 167,133 77,644

Net sales broken down by products and services

Group Parent Company
2019/
2018/
2019/ 2018/
kSEK 2020 2019 2020 2019
Products 365,998 104,186 164,127 76,687
Services 50,011 1,271 3,006 957
Total 416,009 105,457 167,133 77,644

Contract balances (contract assets and contract liabilities)

The company has contract assets in the form of accrued income amounting to 3,577 KSEK (0). See also Note 16. The company's contract liabilities can be divided into two different types: (1) services invoiced in advance, and (2) goods invoiced in advance whereby advances from customers arise.

Revenue from sales of services is recognized as sales over the period the services are delivered to the customers. Advances from customers are recognized as sales when the goods are delivered in accordance with Incoterms.

The tables below provide information on when existing contract liabilities are expected to be recognized as revenue, as well as on revenue recognized during the reporting period which was included in contract liabilities at the beginning of the period.

The increase in balances from the previous period is attributable to the increasing operations and the acquisition of SCIENION.

Group Parent Company
Dec 31,
2020
Aug 31,
2019
Dec 31,
2020
Aug 31,
2019
Services 9,983 1,001 2,126 1,001
Advances from
customers 26,176 260 46 156
Total 36,159 1,261 2,172 1,157

All contract liabilities from the 2018/2019 financial year have been recognized as revenue in 2019/2020.

Group Parent Company
2021 2022- 2021 2022-
Expected timing of
revenue recogni
tion 31,566 4,593 1,625 547
Total 31,566 4,593 1,625 547

NOT 6 | EMPLOYEES, PERSONNEL COSTS AND BOARD FEES

ACCOUNTING PRINCIPLES

Defined contribution plans

Defined contribution pension plans The Group only has defined contribution pension plans. This means that the Group pays fixed fees to a separate independent legal entity and has no obligation to pay additional fees. The Group's earnings are debited costs as benefits are earned, which usually coincides with the time premiums are paid.

Recognition of equity-settled programs

The fair value of allotted employee stock options and share programs is calculated at the date of issue using the Black-Scholes valuation model taking into account conditions that

NOTES

are share price-related. The value is recognized as a personnel cost distributed over the vesting period, with a corresponding increase in equity.

The cost recognized corresponds to the fair value of an estimate of the number of options and shares that are expected to be earned. In subsequent periods, this cost is adjusted to reflect the actual number of options earned.

In the event of redemption within the equity-settled program, shares are delivered to the employee. The shares delivered are newly issued shares. In the case of redemption, the payment of the strike price from the employee is recognized as equity.

Issued employee stock options are provided free of charge. As regards warrants programs, Board members and employees who have subscribed to warrants have paid market prices for the warrants. These are therefore not recognized within the framework of IFRS 2.

Recognition of state subsidies

Furlough support received is recognized as a reduced personnel cost in the period to which it applies.

Average number of employees and costs for remuneration to employees

2019/2020 2018/2019
Average
number of
employees
per country
Men Women Total Men Women Total
Parent
Company
Sweden 57 30 87 38 26 64
Rest of the
Group
UK 1 - 1 - - -
France 5 4 9 - - -
Japan 2 1 3 - - -
Taiwan 6 3 9 - - -
US 26 14 40 13 7 20
Germany 45 21 66 8 3 11
Group total 142 73 215 59 36 95

Percentage of women

Parent Company and Group 2019/2020 2018/2019
Board 33 17
Other senior executives 13 -

The above category "Other senior executives" comprises members of Group Management, which consists of the Group's CEO, CTO, CFO, HR director, head of sales, head of operations and business area managers. Last year this category consisted of the CEO, CTO and CFO.

Costs for remuneration to employees

2019/2020 2018/2019
Parent Company
Salaries and other remuneration 64,076 28,567
Pension costs,
contribution-based plans
3,054 1,952
Social security contributions 15,909 7,676
Subsidiaries
Salaries and other remuneration 120,252 9,961
Pension costs,
contribution-based plans
2,861 402
Social security contributions 16,053 1,698
Group total 222,205 50,256

Of the Group's pension costs, kSEK 525 (30) refers to the Group's Board of Directors and the CEO, of which kSEK 525 (30) pertains to the CEO.

Remuneration received for furlough support amounts to 4,632 KSEK (0) for the Group, of which 4,019 KSEK (0) is attributable to the Parent Company.

Salaries and other remuneration broken down between Board/CEO and other employees

2019/2020 2018/2019
Board
and CEO
Other
emplyees
Board
and CEO
Other
emplyees
Parent Company
total
3,706 60,570 1,312 27,255
(of which bonuses etc.) 200 1,316 - 253
Subsidiaries total 3,242 117,010 - 9,961
(of which bonuses etc.) 888 11,773 - -
Group total 6,948 177,580 1,312 37,216

SALARIES AND OTHER REMUNERATION TO THE BOARD AND SENIOR EXECUTIVES IN CELLINK

Board

In accordance with the resolution of the 2019 AGM, kSEK 1,250 was expensed as fees to the Board during the year. The Chairman of the Board received kSEK 425 (300) and the other members jointly received kSEK 825 (340).

There are no pension costs or pension commitments for the Board. For information on related party transactions conducted with members of the Board, see Note 26.

CEO

Erik Gatenholm has been the CEO since CELLINK was established. During the 2019/2020 financial year, the CEO was paid kSEK 2,256 (672) in fixed basic salary and kSEK 200 (0) in variable remuneration. The pension is defined contribution.

REMUNERATION AND OTHER BENEFITS FOR THE PARENT COMPANY BOARD AND GROUP MANAGEMENT 2019/2020

Board fees/ Variable No. of
Fixed basic remuneration Other Pension outstanding
salary and LTI benefits costs Total options
Board
Carsten Browall, Chairman of the Board 425 - - - 425 160,000
Ingela Hallberg, Board member 150 - - - 150 90,000
Bengt Sjöholm, Board member 175 - - - 175 100,000
Artur Aira, Board member 150 - - - 150 120,000
Helena Skåntorp, Board member 200 - - - 200 40,000
Christian Wildmoser, Board member 150 - - - 150 40,000
Total 1,250 - - - 1,250 550,000
Group Management
Erik Gatenholm, CEO 2,256 200 - 525 2,981 0
Other senior executives (7) 9,033 2,214 - 905 12,152 375,000
Total 11,289 2,414 - 1,430 15,134 375,000

REMUNERATION AND OTHER BENEFITS FOR THE PARENT COMPANY BOARD AND GROUP MANAGEMENT 2018/2019

Board fees/ Variable
Fixed basic salary remuneration and LTI Other benefits Pension costs Total
Board
Göran Nordlund, Chairman of the Board 300 - - - 300
Ingela Hallberg, Board member 95 - - - 95
Bengt Sjöholm, Board member 95 - - - 95
Artur Aira, Board member 75 - - - 75
Carsten Browall, Board member 75 - - - 75
Total 640 - - - 640
Group Management
Erik Gatenholm, CEO 672 - - 30 702
Hector Martinez, CTO 651 - - 29 680
Gusten Danielsson, CFO 651 - - 29 680
Total 1,974 - - 88 2,062

The company shall observe a 12-month notice period and the CEO shall observe a six-month notice period. The CEO is entitled to six months' severance pay upon termination of employment. If the CEO finds other employment that the company approves during the notice period, the company shall have the right to offset the remuneration received by the CEO from the new employment. In connection with either party's termination of the agreement, the company has the right to demand that the CEO leave his position with immediate effect.

Other senior executives

During the 2019/2020 financial year, senior executives consisted of eight (three) people including the CEO and were paid a fixed basic salary of kSEK 11,289 (1,974). Variable remuneration totaled kSEK 2,414 (0). Premiums for the usual occupational pension have been paid.

In the event of termination of employment for senior executives (excl. the CEO), the Group, as well as senior executives, shall observe a notice period of three months.

SHARE-BASED REMUNERATION

Since prior fiscal years, CELLINK already has two long-term incentive programs aimed at the Group's staff and Board members. The purpose of the incentive programs is to encourage broad share ownership among CELLINK's employees, facilitate recruitment, retain skilled employees and increase motivation to achieve or exceed the Group's goals.

The first program encompasses a maximum of 1,273,352 options* for employees and 240,000 options* for Board members, each redeemable for one share at a price of SEK 44.375*. The program provides an opportunity to subscribe to options during the period February to August 2021.

The second program encompasses a maximum of 1,600,000 options* for employees and 80,000 options* for the Board, each redeemable for one share at a price of SEK 74.34*. The program expires in January 2022 for the employees and in January 2023 for the Board.

During 2019/2020, the company has introduced a third incentive program aimed at the Group's staff and Board members. The program encompasses a maximum of 1,600,000 options for employees and 220,000 options for Board members. For employees, each of the options will be redeemable for one share at a price of SEK 126.46 in January 2023. For Board members, each of the options will be redeemable for one share at a price of SEK 143.32 during the period December 2024 to December 2025. None of the Group's incentive programs are cash-settled.

As of December 31, 2020, a total of 3,142,021 options are outstanding, of which 1,574,936 options are reported under IFRS 2. The remaining outstanding options have been issued at market prices and are therefore not subject to the rules of IFRS 2.

The options reported within the framework of IFRS 2 have a vesting requirement that the employee must still be employed in the Group at the time of vesting. Other options are not covered by any vesting requirements.

If all outstanding options were to be exercised for shares, this would correspond to a total dilution of approximately 6.1% as of December 31, 2020.

Below is a summary of the options allotted within the framework of IFRS 2*:

2019/2020 2018/2019
Number
of options
Weighted
average
strike pri
ces (SEK)
Number
of options
Weighted
average
strike pri
ces (SEK)
Outstanding
at beginning
of year
1,298,936 53.97 1,100,000 44,375
Allotted
during the
year
533,200 136.65 422,936 74,3375
Forfeited
during the
year
-257,200 88.01 -224,000 48,655
Redeemed
during the
year
- - - -
Matured
during the
year
- - - -
Outstanding
at year-end
1,574,936 73.80 1,298,936 53.97

Outstanding options as of December 31, 2020 had a weighted average strike price of SEK 73.80, with a weighted average remaining term of 1.13 years. In 2019/2020, the options were primarily allotted in January 2020, but options were also allotted to new employees later in the year. The sum of the estimated fair value of allotted options on the allotment date amounted to kSEK 12,017. In 2018/2019, the options were allotted in January 2019 and the sum of the estimated fair value of allotted options at this date was kSEK 1,672. The fair value at each allotment date is calculated using the Black-Scholes valuation

model. The input data in the model is presented below*:

2019/2020 2018/2019
Weighted average share price 126.25 49.56
Weighted average strike price 126.46 74.34
Expected volatility 33.36% 33.30%
Term of the option (years) 2.6 3.1
Risk-free interest rate -0.26% -0.28%
Expected dividend 0.00% 0.00%

The cost for stock option programs issued during the year amounts to kSEK 3,327 (609).

*All data including the comparison year are recalculated after the split carried out in January 2020

NOTE 7 | OTHER OPERATING INCOME

Accounting principles

Revenue from public grants not linked to future performance requirements is recognized as other operating income when the conditions for receiving the grant are met and the economic benefits associated with the transaction are likely to accrue to the Group, and the income can be reliably calculated. Public grants have been measured at the fair value of the asset received by the company. Revenue from public grants linked to future performance requirements is recognized as revenue when the performance occurs and the economic benefits associated with the transaction are likely to accrue to the Group, and the income can be reliably calculated. Public grants have been measured at the fair value of the asset received by the Group. Grants received before the terms for recognizing them as revenue are met, are recognized as liabilities (prepaid income).

Furlough support received is recognized as a reduced personnel cost in the period to which it applies, see further note 6.

Receivables and liabilities in foreign currencies are measured at the closing day rate. Exchange rate differences on operating receivables and operating liabilities are included in operating profit.

Group Parent Company
2019/
2020
2018/
2019
2019/
2020
2018/
2019
Exchange rate gains
on receivables/liabi
lities of an operating
nature
74 3,120 - 2,468
Public grants 19,977 13,123 14,361 12,254
Loan forgiveness 1,666 - - -
Profit/loss from dis
solving provisions
3,472 - - -
Management fee - - 3,431 -
Sales commission - - 16,506 -
Other 2,939 2,159 4,187 652
Total 28,128 18,402 38,485 15,374

NOTE 8 | OTHER OPERATING EXPENSES

Accounting principles

Receivables and liabilities in foreign currencies are measured at the closing day rate. Exchange rate differences on operating receivables and operating liabilities are included in operating profit.

Group Parent Company
2019/
2020
2018/
2019
2019/
2020
2018/
2019
Exchange rate los
ses on receivables/
liabilities of an
operating nature
12,533 666 10,718 666
Other 912 29 - -
Total 13,445 695 10,718 666

NOTE 9 | REMUNERATION TO AUDITORS

Group Parent Company
Deloitte 2019/
2020
2018/
2019
2019/
2020
2018/
2019
Audit engagement 1,450 270 1,324 270
Audit business in
addition to audit
engagement
674 328 674 328
Tax consultancy 429 33 340 33
Other services 1,555 231 1,555 231
Total remunera
tion to Deloitte
4,108 862 3,892 862
Group Parent Company
Other auditors 2019/
2020
2018/
2019
2019/
2020
2018/
2019
Audit engagement 551 - - -
Audit business in
addition to audit
engagement
38 - - -
Tax consultancy 661 - - -
Other services 376 - - -
Total
remuneration to
other auditors 1,626 - - -
Total remunera
tion to auditors 5,734 862 3,892 862

Audit engagement means a review of the annual report and accounting, and of the other duties of the Board of Directors and the CEO that it is incumbent upon the company auditor to perform, as well as advice or other assistance prompted by observations during such a review or in the performance of other such duties.

Audit business in addition to audit engagement describes qual-

ity assurance services, including assistance with observations during such reviews – which must be carried out in accordance with the constitution, articles of association, statutes and agreements – which culminate in a report that is also intended for parties other than the client.

Tax advice is reported separately if received. Everything else comes under other services.

NOTE 10 | FINANCIAL ITEMS

Accounting principles

Interest income is distributed over the term using the effective interest method. The effective rate is the interest rate at which the present value of all future payments and disbursements during the fixed-interest period equals the carrying amount of the receivable.

Dividends are recognized when the owner's right to receive payment has been established. Receivables and liabilities in foreign currencies are measured at the closing day rate. Exchange rate differences on financial receivables and liabilities held for financing purposes are recognized among financial items.

Group 2019/2020 2018/2019
Change in fair value of short
term investments
- 1,450
Exchange rate differences 536 2,398
Interest income on financial as
sets recognized at amortized cost
103 72
Total financial income 640 3,920
Change in fair value of short
term investments
-1,211 -
Exchange rate differences -35 -
Interest expenses on financial
liabilities
-1,689 -112
Total financial expenses -2,935 -112
Parent Company 2019/2020 2018/2019
Change in fair value of short
term investments
- 1,450
Exchange rate differences - 2,398
Intragroup interest income 917 67
Interest income on financial as
sets recognized at amortized cost
67 66
Total financial income 984 3,981
Exchange rate differences -2,370 -
Change in fair value of short
term investments
-1,211 -
Interest expenses on financial
liabilities
-433 -20
Total financial expenses -4,014 -20

NOTES

NOTE 11 | TAXES

Accounting principles

Income tax in the consolidated income statement consists of current tax based on taxable income for the period in question and changes in deferred tax. Tax is recognized in the income statement except when it relates to items recognized in other comprehensive income or directly in equity; in these cases, the tax expense is also recognized in other comprehensive income or against equity.

The basis for calculating current income tax is the tax rates and tax laws that have been adopted or announced on the balance sheet date. Current tax assets and tax liabilities for the current period and previous periods are determined at the amount expected to be recovered from or paid to the tax authority.

Deferred tax is recognized on the balance sheet date in accordance with the balance sheet method for temporary differences between the carrying amount and tax base of assets and liabilities.

Deferred tax liabilities, however, are not recognized if they arise from the initial recognition of goodwill. Neither is deferred tax recognized if it arises from the initial recognition of an asset or liability other than in a business combination which, at the time of the transaction, does not affect the accounting or taxable profit. Deferred income tax is calculated using the tax rates (and laws) that have been decided on or announced on the balance sheet date and that are expected to apply when the relevant deferred tax asset is realized or the deferred tax liability is settled.

Deferred tax assets are recognized to the extent that it is likely that future tax surpluses will be available, against which the temporary differences can be used.

Deferred tax assets and liabilities are offset where there is a legal offset right for the tax assets and liabilities in question and when the deferred tax assets and liabilities relate to taxes charged by a single tax authority and relate to either the same taxable entity or different taxable entities where the intention is to settle the balances through net payments.

Tax recognized in the income statement

Group Parent Company
2019/
2020
2018/
2019
2019/
2020
2018/
2019
Current tax on profit/
loss for the year
24 -1,525 - -
Deferred tax
regarding temporary
differences
6,886 1,166 1,514 -49
Deferred tax
regarding loss
carry-forwards
-1,682 886 14,997 -420
Total recognized
tax cost
5,228 527 16,511 -469

Recognised deferred taxes in the balance sheet

Deferred tax assets and liabilities in the balance sheet relate to the following:

Group 2020-12-31 2019-08-31
Receivables Liabilities Receivables Liabilities
Intangible assets 696 -59,272 347 -15,091
Property, plant and
equipment
871 - - -
Inventories 627 - - -
Accounts receivable 1,312 - 268 -
Short-term
investments
- - - -317
Provisions 16 - - -
Loss carry-forwards 35,923 - 4,381 -
Other 19 -305 380 -
Total 39,464 -59,577 5,376 -15,408
Parent Company 2020-12-31
2019-08-31
Receivables Liabilities Receivables Liabilities
Intangible assets - - - -
Accounts receivable 1,448 - 268 -
Short-term
investments
- - - -317
Provisions 16 - - -
Loss carry-forwards 28,818 - 2,737 -
Other - - - -
Total 30,283 - 3,005 -317

Tax losses

Deferred tax assets attributable to tax losses have been capitalized in cases where the assessment is that these can be used against future taxable profits, which is the case in the majority of the Group's companies.

Accumulated loss carryforwards that are not reported amount to 6,064 KSEK (0) and are not covered by any established maturity dates.

Corporate taxation

In June 2018, a decision was made regarding a new tax proposal for corporate taxation in Sweden. The new rules apply as of January 1, 2019 and entail a gradual reduction in the corporate tax rate from 22.0% in 2018 to 20.6% in 2021. As a result, the Parent Company's deferred taxes in Sweden have been measured using the new tax rate.

Issue costs

During the financial year, issue costs of kSEK 53,805 (7,493), booked in equity, were deducted as deductible costs in the tax computation. The tax effect of kSEK 11,084 (1,544) has been recognized directly in equity.

Reconacilation of effective tax

The link between tax in accordance with the average tax rate and recognized tax for the Group is shown in the following table:

Group
Parent Company
2019/
2020
% 2018/
2019
% 2019/
2020
% 2018/
2019
%
Profit before tax -54,222 - 54 - -84,811 - 1,261 -
Tax in accordance with applica
ble tax rate for Parent Company
11,604 21.4% -12 -22.0% 18,149 21.4% -277 -22.0%
Tax effect of:
Non-deductible costs -4,169 -7.7% -424 -785.2% -960 -1.1% -114 -9.0%
Non-taxable income 727 1.3% - - - - - -
Capitalization of previously
non-capitalized loss
carry-forwards
67 0.1% 1,472 2725.9% - - - -
Utilization of previously non
capitalized loss carry-forwards
467 0.9% - - - - - -
Increase in loss carry-forwards
without equivalent capitaliza
tion of deferred tax
-630 -1.2% - - - - - -
Effect of foreign tax rates -1,680 -3.1% -338 -625.9% - - - -
Tax attributable to
previous years
-621 -1.1% - - - - - -
Change in tax rate -536 -1.0% -171 -316.7% -678 -0.8% -78 -6.2%
Total tax 5,228 9.6% 527 975.9% 16,511 19.5% -469 -37.2%

NOTE 12 | INTANGIBLE ASSETS

ACCOUNTING PRINCIPLES

Goodwill

Goodwill represents the difference between the cost of business acquisitions and the fair value of acquired assets, assumed liabilities and contingent liabilities. Goodwill is measured at cost minus any accumulated impairment losses.

To test impairment needs, goodwill is allocated to the respective cash-generating unit. A cash-generating unit is the lowest level at which goodwill is followed-up in the Group's internal governance. Tests for impairment needs are carried out annually, or more frequently if there are indications that impairment exists. Expenses for internally generated goodwill are recognized in the income statement as an expense when they arise.

Capitalized development expenses

Research costs are expenses for research aimed at obtaining new scientific or technical knowledge. Expenditure for development refers to expenditure where research results or other knowledge is applied to achieve new or improved products or processes.

Research expenses are expensed in the period in which they arise. If state subsidies for research are received, the subsidies are recognized as revenue in the same period as the expenses are expensed.

In the Group, expenses for development are recognized as intangible assets if the asset is deemed to be able to generate future economic benefits and then only if it is technically and financially possible to complete the asset, if the intention and conditions are in place for the asset to be used in the business or sold, and if the value can be calculated reliably. In the consolidated balance sheet, capitalized development expenses recognized at cost are reduced by accumulated amortization and any impairment losses.

In the event that state subsidies are received for development projects, the subsidies are recognized in the balance sheet, either as a reduced asset or as prepaid income. When the project is complete, the state subsidies are subsequently recognized in the income statement in the same period as the asset is amortized.

Patents and licenses

Patents and licenses are recognized at cost minus accumulated amortization and any impairment losses. In addition to patents acquired from third parties, the company has recognized expenses for external legal representatives and registration fees for patent applications in the balance sheet.

These expenses relate to the acquisition of legal rights in accordance with IAS 38 and have thus been capitalized. These patent-related expenses have been recognized in the balance sheet as patents instead of capitalized development costs because the underlying technology to which the patents pertain generally supports more than one development project. Amortization for capitalized patent costs that have not yet been approved is commenced in connection with the implementation of the underlying technology.

Group 2019/2020
Goodwill Capitalized
development
expenses
Patents,
licenses and
trademarks
Customer
relations
Technology Other Total
Accumulated costs
At beginning of the year 276,762 51,992 37,104 11,813 21,190 - 398,861
Investments - 88,793 13,856 - 247 423 103,318
Reclassifications - - -2 - - 65 63
Business combinations 682,448 - 11 59,690 68,242 33,820 844,211
Divestments and disposals - - -176 - - - -176
Translation differences -40,037 -106 -2,038 -2,620 -3,269 -1,008 -49,077
At year-end 919,173 140,679 48,755 68,884 86,409 33,300 1,263,900
Accumulated depreciation and
impairment losses
At beginning of the year - -6,704 -980 -98 -1,229 - -9,011
Depreciation for the year - -7,189 -4,163 -7,328 -7,877 -1,530 -28,087
Reclassifications - - -54 - - -9 -63
Divestments and disposals - - 29 - - - 29
Translation differences - 10 137 239 387 35 809
At year-end - -13,883 -5,030 -7,187 -8,718 -1,504 -36,322
Carrying amount at beginning
of the year
276,762 45,288 36,124 11,715 19,961 - 389,850
Carrying amount at year-end 919,173 126,797 43,725 61,697 77,691 31,796 1,260,879
Group 2018/2019
Goodwill Capitalized
development
expenses
Patents,
licenses and
trademarks
Customer
relations
Technology Other Total
Accumulated costs
At beginning of the year - 27,096 6,341 - - - 33,437
Investments - 24,896 5,652 - - - 30,548
Business combinations 272,738 - 24,526 11,725 21,079 - 330,068
Translation differences 4,024 - 585 88 111 - 4,808
At year-end 276,762 51,992 37,104 11,813 21,190 - 398,861
Accumulated depreciation and
impairment losses
At beginning of the year - -2,681 -350 - - - -3,031
Depreciation for the year - -4,023 -630 -98 -1,229 - -5,980
At year-end - -6,704 -980 -98 -1,229 - -9,011
Carrying amount at beginning
of the year
- 24,415 5,991 - - - 30,406
Carrying amount at year-end 276,762 45,288 36,124 11,715 19,961 - 389,850

Parent Company 2019/2020 2018/2019
Capitalized
development
expenses
Patents,
licenses and
trademarks
Total Capitalized
development
expenses
Patents,
licenses and
trademarks
Total
Accumulated costs
At beginning of the year 52,159 11,917 64,076 27,638 6,341 33,979
Investments 67,995 15,962 83,957 24,521 5,576 30,097
At year-end 120,154 27,879 148,033 52,159 11,917 64,076
Accumulated depreciation and
impairment losses
At beginning of the year -6,703 -792 -7,495 -2,680 -350 -3,030
Depreciation for the year -6,985 -1,065 -8,050 -4,023 -442 -4,465
At year-end -13,688 -1,857 -15,545 -6,703 -792 -7,495
Carrying amount at beginning of the year 45,456 11,125 56,581 24,958 5,991 30,949
Carrying amount at year-end 106,466 26,022 132,488 45,456 11,125 56,581

ACCOUNTING PRINCIPLES, CONT.

Trademarks

Trademarks are recognized at cost minus accumulated amortization and any impairment.

Amortization

Amortization is recognized in the income statement on a straight-line basis over the estimated useful life of intangible assets, unless the useful life is considered indefinite. Goodwill is tested for impairment annually or as soon as indications arise that the asset in question has decreased in value.

Amortizable intangible assets are amortized from the date they are available for use. The estimated useful lives are:

Assets Years
Capitalized development costs 5–10 years
Patents 10 years
Customer relations 10 years
Trademarks 10 years
Technology 5 years
Other 5–10 years

Capitalized expenditure for product development is mainly amortized over 5 to 10 years, which corresponds to the expected useful life of most products. The amortization period for patents follows the useful life of the underlying patents, which is usually 10 years. If the useful life of the patent exceeds the economic life of the underlying technology, the amortization period is adapted to the shorter life. Amortization of patents begins when the underlying technology has been put into use and the application has been registered.

Impairment

At each balance sheet date, an assessment is made of whether there is any indication of a decrease in value of the Group's assets. For goodwill, which is not amortized on an ongoing basis, tests to assess impairment needs are performed at least once a year. However, the tests may be more frequent if there are indications that the asset may have decreased in value.

An impairment test is prepared as an assessment of the asset's recoverable amount. The recoverable amount is the asset's fair value minus selling costs, or its value in use, whichever is higher. Value in use is the present value of future cash flows attributable to the asset and the present value of the net sales value at the end of the useful life. If the estimated recoverable amount is less than the carrying amount, the asset is written down to its recoverable amount. An earlier impairment loss is reversed when there has been a change in the assumptions that formed the basis for determining the asset's recoverable amount when it was written down, which means that the impairment loss is no longer deemed necessary. Reversals of previously carried out impairment losses are tested individually and recognized in the income statement. Impairment losses on goodwill are not reversed in a subsequent period.

OTHER INFORMATION

Expenditure for research and development that has been expensed

Expenditure for research and development of kSEK 16,673 has been expensed during the year and included in operating expenses. The corresponding figure for the Parent Company is kSEK 15,666.

Impairment test

The Group's goodwill is attributable to acquisitions of subsidiaries and their operations. Impairment tests for goodwill have been carried out for each cash-generating unit.

On December 31, 2020, the Group was deemed to consist of two separate cash-generating units – Laboratory Solutions and Industrial Solutions. Industrial Solutions comprises the SCIEN-ION AG group, which was acquired during the year, while Laboratory Solutions consists of the other companies in the Group. This classification is based on the different working methods and products in the companies, and the limited integration between SCIENION and the rest of the Group since its acquisition. Previous acquisitions, however, have been so strongly integrated in terms of sales organization, production capacity, work flows for each company's products etc., that they are no longer deemed to constitute two or more separate cash-generating units.

The Group's recognized goodwill amounts to kSEK 919,173 (276,762) and is broken down by cash-generating unit as shown in the table below:

Goodwill 2020-12-31 2019-08-31
cytena - 226,501
Dispendix - 50,261
Laboratory Solutions 257,036 -
Industrial Solutions 662,137 -
Total Goodwill 919,173 276,762

The impairment test has been carried out on the basis of forecasts. The forecasts have been produced internally by Group management and with the help of the management of the subsidiaries based on historical data, the management's overall experience, and their best assessment of the company's development potential and market growth.

Discount rate after tax 2020-12-31 2019-08-31
cytena - 22.6%
Dispendix - 22.8%
Laboratory Solutions 9.1% -
Industrial Solutions 9.1% -

The most important variables in the forecast are growth, gross margin, sales costs and investments. The calculation is based on a continued good gross margin on par with the company's history and a gradual reduction in the investment need in relation to sales as a result of the Group's sales development and planned rate of investment. The growth rate used is a weighted assessment of the management forecasts and external market reports, both of which indicate good growth for the industry in which CELLINK operates in the years to come.

Working capital has been assumed to change in proportion to sales and to gradually decrease as a result of more mature operations. The debt/equity ratio is deemed to stay unchanged as growth is assumed to take place within the framework of the existing operations and with the Group's own funds.

The forecasts cover a period of 10 years; the justification for this is that the growth rate forecast by the Group is not reflected in an impairment test with a shorter forecast period. The long-term growth rate is estimated at 4% in Laboratory Solutions, which is higher than the forecast inflation, with the justification that the industry in which the Group operates is expected to grow more than the market in the foreseeable future according to external market reports. The long-term growth forecast for Industrial Solutions is 2%.

The growth rate and gross margins have not changed to a significant extent since the previous period in the model. However, the WACC has been calculated using the CAPM, and due to CELLINK's longer history and events during the financial year this has been reduced.

The recoverable amounts, which in the Group are calculated as value in use, exceed the carrying amounts. Group management believes that no reasonable changes in the important variables and assumptions will result in the companies' recoverable amounts being lower than the carrying amounts. To support the impairment tests of the intangible assets, the sensitivity of the variables used in the model has been analyzed.

The sensitivity in the calculations means that the goodwill value continues to be justified, even with a change in the assumptions below, either individually or jointly. No reasonable potential changes in key assumptions would therefore lead to a writedown need.

Sensitivity analysis

Increase in discount rate 2%
Decrease in long-term growth rate -2%

NOTE 13 | PROPERTY, PLANT AND EQUIPMENT

Accounting principles

Property, plant and equipment are recognized as assets in the balance sheet when, based on available information, it is likely that the future economic benefits associated with the holding will accrue to the Group, and that the cost of the asset can be reliably calculated. The carrying amount of property, plant and equipment consists of costs minus accumulated depreciation and any impairment losses.

Additional expenses

Additional expenses are added to the cost only if it is likely that the future economic benefits associated with the asset will benefit the company and the cost can be calculated reliably.

All other additional expenses are recognized as expenses in the period in which they arise.

Depreciation

Depreciation according to plan is based on original costs less the calculated residual value. The residual values and useful lives of property, plant and equipment are reviewed at each balance sheet date and adjusted as necessary.

Depreciation is applied on a straight-line basis to the asset's

estimated useful life. Land is not depreciated. The estimated useful lives are:

Assets Years
Equipment, tools, fixtures and fittings 3–5 years
Expenses on leased property 5 years
Group 2019/2020 2018/2019
Expenses
on leased
property
Equipment,
tools, fixtures
and fittings
Total Expenses
on leased
property
Equipment,
tools, fixtures
and fittings
Total
Accumulated costs
At beginning of the year 1,401 8,431 9,832 83 1,107 1,190
Investments 3,204 27,821 31,025 867 2,401 3,268
Business combinations 4,479 20,193 24,672 448 4,852 5,300
Divestments - -1,441 -1,441 - - -
Translation differences -167 -1,391 -1,557 3 71 74
At year-end 8,917 53,613 62,530 1,401 8,431 9,832
Accumulated amortization and
impairment losses
At beginning of the year -167 -1,081 -1,248 -17 -123 -140
Depreciation for the year -708 -8,715 -9,423 -150 -928 -1,078
Divestments - 289 289 - - -
Translation differences 12 363 374 - -30 -30
At year-end -863 -9,145 -10,008 -167 -1,081 -1,248
Carrying amount at beginning of the year 1,234 7,350 8,584 66 984 1,050
Carrying amount at year-end 8,054 44,468 52,522 1,234 7,350 8,584
Parent Company 2019/2020 2018/2019
Expenses
on leased
property
Equipment,
tools, fixtures
and fittings
Total Expenses
on leased
property
Equipment,
tools, fixtures
and fittings
Total
Accumulated costs
At beginning of the year 950 1,532 2,482 83 554 637
Investments 888 9,085 9,973 867 978 1,845
At year-end 1,838 10,617 12,455 950 1,532 2,482
Accumulated amortization and
impairment losses
At beginning of the year -150 -395 -545 -18 -117 -135
Depreciation for the year -472 -2,358 -2,830 -132 -278 -410
At year-end -622 -2,753 -3,375 -150 -395 -545
Carrying amount at beginning of the year 800 1,137 1,937 65 437 502
Carrying amount at year-end 1,216 7,864 9,080 800 1,137 1,937

NOTE 14 | INVENTORIES

Accounting principles

Inventories are recognized at the lower of cost and net realizable value, where the cost is calculated using the first-in, first-out principle. The cost of inventories includes the costs for purchasing and manufacturing as well as other expenses to bring the goods to their current location and condition. In addition to costs directly attributable to the production of an asset, the cost of a self-manufactured asset includes a reasonable proportion of indirect manufacturing costs.

Group Parent Company
Dec 31, Aug 31, Dec 31, Aug 31,
2020 2019 2020 2019
Raw materials and
consumables
52,011 22,862 17,051 9,862
Advances to supplier 6,716 - 461 -
Work in progress 4,976 - - -
Finished goods and
goods for resale
21,613 5,816 6,380 2,051
Total 85,316 28,678 23,892 11,913

An obsolescence reserve for raw materials of kSEK 725 (315) is included in closing inventories.

NOTE 15 | ACCOUNTS RECEIVABLE

Accounting principles

Accounts receivable are initially measured at fair value and subsequently at amortized cost. As the expected term of accounts receivable is short, the value is approximated to the nominal amount without discounting.

If the expected holding period is longer than 12 months, the receivables are classified as long term.

Measurement of expected credit losses

CELLINK uses the simplified model for expected credit losses for accounts receivable, under which reserves for expected customer losses are recognized at an amount corresponding to expected credit losses for the entire term of the receivable and are observed on initial recognition.

At each balance sheet date, the Group assesses whether financial assets recognized at amortized cost are impaired by credit. Credit risk is handled in the accounts by recognizing a loss allowance based on how long the receivable has been overdue, and by conducting an individual review of the customer based on previous payment patterns and external factors. Expected credit losses also include receivables that are not overdue.

Loss allowances for accounts receivable are deducted from the assets' gross value and recognized as an other external cost. The Group's expected credit losses have been valued at kSEK 13,106.

As several of the Group's customers generally pay their receivables late, CELLINK believes that the loss allowance covers the risk that exists on the balance sheet date, even though the allowance is less than the sum due over 120 days.

Receivables are only written off when the counterparty is declared bankrupt, or changes to the nominal values of the receivable are agreed.

Group Parent Company
Accounts receivable 2020-12-31 2019-08-31 2020-12-31 2019-08-31
Accounts receivable 189,471 48,144 51,020 23,562
Loss allowance, not due receivables -162 -10 -54 -10
Loss allowance, receivables due in 1-30 days -401 -3 -67 -3
Loss allowance, receivables due in 31–60 days -551 -1 -34 -1
Loss allowance, receivables due in 61–120 days -1,527 -102 -84 -102
Loss allowance, receivables due in > 120 days -10,465 -1,232 -6,792 -1,232
Accounts receivable, net 176,365 46,796 43,989 22,214
Group Parent Company
Age analysis 2020-12-31 2019-08-31 2020-12-31 2019-08-31
Not due 80,926 28,995 27,393 10,825
Accounts receivable due in 1–30 days 36,948 4,093 4,863 1,349
Accounts receivable due in 31–60 days 26,239 1,450 1,710 124
Accounts receivable due in 61–120 days 20,214 3,059 1,455 2,488
Accounts receivable due in > 120 days 25,144 10,547 15,599 8,776
Total accounts receivable, gross 189,471 48,144 51,020 23,562

Changes in loss allowance for accounts receivable

Group Parent Company
Dec 31,
2020
Aug 31,
2019
Dec 31,
2020
Aug 31,
2019
Opening balance -1,348 -6 -1,348 -6
Acquired loss
allowance
-3,162 - - -
Amounts written
down
-422 - -422 -
Revaluation of
loss reserve, net
-8,174 -1,342 -5,261 -1,342
Closing balance -13,106 -1,348 -7,031 -1,348

The Group believes that the loss allowance covers the existing risk. The model for expected credit losses has been adjusted marginally during the financial period to take into account the termination of a couple of distributor contracts, the acquisition of SCIENION and the impact of COVID-19. This, together with increased sales, has contributed to a higher loss allowance compared with last year.

NOTE 16 | PREPAID EXPENSES AND ACCRUED INCOME

Group Parent Company
Dec 31, Aug 31, Dec 31, Aug 31,
2020 2019 2020 2019
Rent and leases - 930 1,261 204
Insurance and alarms 177 174 115 174
Pension premiums - 155 - 155
Fairs 439 124 185 124
Listing expenses - 127 - 127
Goods 3 417 - 417
Licenses 1,615 - 1,139 -
Unpaid grants for
development projects
4,378 1,341 4,378 1,341
Accrued income 3,577 - - -
Other 149 197 41 197
Total 10,338 3,465 7,118 2,739

NOTE 17 | EQUITY

Accounting principles

Transaction costs directly attributable to the issue of new shares or options are recognized, net after tax, in equity as a deduction from the issue proceeds.

The Group has designated certain intragroup receivables of a financial character as a part of net investment in a foreign operation.

Monetary long-term receivables to a foreign operation, for which settlement is not planned or is not likely to happen in the foreseeable future, are in practice part of the company's net investment in the foreign operation. The exchange rate difference arising from the monetary long-term receivable is recognized in other comprehensive income and accumulated in the translation reserve in equity.

Share capital

As of December 31, 2020, the company's registered share capital amounted to SEK 1,290,032 (974,619), consisting of 51,601,285 (9,746,197) shares, of which 1,500,000 Series A shares and 50,101,285 Series B shares with a quota value of SEK 0.025.

The change in the number of shares and share capital during the financial year is shown below:

No. of shares Series A
shares
Series B
shares
Total
At beginning of
the year
375,000 9,371,194 9,746,194
Share split 1,125,000 28,113,582 29,238,582
New share issue - 9,802,477 9,802,477
Issue for
non-cash
consideration
- 2,814 032 2,814 032
At year-end 1,500 000 50,101 285 51,601 285
Share capital Series A
shares
Series B
shares
Total
At beginning of
the year
37,500 937,119 974,619
Share split - - -
New share issue - 245,062 245,062
Issue for
non-cash
consideration
- 70,351 70,351
At year-end 37,500 1,252,532 1,290,032

Other contributed capital

Refers to equity contributed by the owners. This includes share premium reserves that have arisen in connection with issues.

Translation reserve

The translation reserve includes all exchange rate differences that arise when translating financial statements from foreign operations that have prepared their financial statements in a currency other than the currency in which the consolidated financial statements are presented.

The Parent Company and the Group present their financial statements in Swedish kronor.

Dividend

Dividends are proposed by the Board in accordance with the rules of the Swedish Companies Act and as resolved by the Annual General Meeting. The Board of Directors proposes that no dividend be paid for the 2019/2020 financial year.

Dilutive effect of outstanding stock option programs

If all outstanding options were to be exercised for shares, this would correspond to a total dilution of approximately 6.1% as of December 31, 2020.

A description of the outstanding stock option programs is provided in Note 6.

NOTE 18 | EARNINGS PER SHARE

Accounting principles

Earnings per share before dilution is calculated based on profit for the year attributable to the Parent Company's shareholders in the Group and on the weighted average number of shares outstanding during the year. Diluted earnings per share is calculated by adjusting the average number of shares to include all potential ordinary shares that give rise to the dilutive effect. The dilution from CELLINK's incentive program is attributable to the outstanding stock options and the warrants.

Before dilution After dilution
2019/
2020
2018/
2019
2019/
2020
2018/
2019
Earnings per
share, SEK -1.10 0.02 -1.10 0.02

The calculations for the numerators and denominators used in the above calculations of earnings per share are shown below.

Earnings per share before dilution

Earnings per share before dilution for 2019/2020 has been calculated based on profit for the year attributable to the Parent Company's holders of ordinary shares, which totals kSEK -48,170 (581), and on the weighted average number of shares outstanding in 2019/2020, which equals 43,856,141 (34,907,324). The two components have been calculated as follows:

Profit for the year attributable to Parent Company shareholders, before dilution

2019/2020 2018/2019
Profit for the year attributable to
Parent Company shareholders
-48,170 581
Profit attributable to
Parent Company shareholders,
before dilution
-48,170 581

Weighted average number of shares outstanding, before dilution

2019/2020 2018/2019
Number of shares outstanding,
opening balance
9,746,194 8,323,439
Effect of new share issues 4,167,857 91,666
Number of shares when
calculating earnings per share
before dilution
43,856,141 34,907,324
Effect of split 2 29,238,582 26,180,493
Effect of issues for non-cash
consideration 1
703,508 311,726

The number of shares outstanding at year-end was 51,601,285 (9,746,194).

Diluted earnings per share

Diluted earnings per share for 2019/2020 has been calculated based on profit for the year attributable to the Parent Company's holders of ordinary shares, which totals kSEK -48,170 (581), and on the weighted average number of shares outstanding in 2019/2020, which equals 44,888,273 (35,113,236). The two components have been calculated as follows:

Profit for the year attributable to Parent Company shareholders, after dilution

2019/2020 2018/2019
Profit for the year attributable to
Parent Company shareholders
-48,170 581
Profit attributable to
Parent Company shareholders,
after dilution
-48,170 581

Weighted average number of shares outstanding, after dilution

2019/2020 2018/2019
Weighted average number of
shares, before dilution
43,856,141 34,907,324
Effect of stock option programs 1,032,132 205,912
Number of shares when calcula
ting diluted earnings per share
44,888,273 35,113,236

Options to employees have been deemed to be potential ordinary shares in the event that the share price exceeds the strike price.

They have been included in the calculation of diluted earnings per share if the qualifying terms linked to the options would have been met based on the company's performance up until the balance sheet date, and to the extent that they give rise to a dilutive effect.

If the profit for the year is a loss, the dilutive effect is not taken into account in calculating earnings per share.

The options have not been included in the calculation for earnings per share before dilution. Further information on the options can be found in Note 6.

1 198,077 shares (prior to split) were issued in connection with the acquisition of Dispendix GmbH in December 2018, 674,678 shares (prior to split) were issued in connection with the acquisition of cytena GmbH in August 2019 and 2,814,032 shares were issued in connection with the acquisition of SCIEN-ION in August 2020.

2 On January 10, 2020, a 4:1 share split was carried out, which has been recalculated retroactively in the comparison figures for average number of shares outstanding.

NOTE 19 | INTEREST-BEARING LIABILITIES

Accounting principles

Borrowing is initially recognized at fair value, net after transaction costs, and subsequently at amortized cost. Any difference between the amount received and the amount repaid is recognized in the income statement, distributed over the term of the loan, using the effective interest method. Borrowing is classified as interest-bearing non-current or current liabilities in the balance sheet.

Group Parent Company
Dec 31, Aug 31, Dec 31, Aug 31,
2020 2019 2020 2019
Non-current liabilities
Liabilities to credit
institutions1
26,075 - 6,000 -
Other interest-bearing
liabilities
600 600 600 600
Lease liabilities 60,134 - - -
Total 86,809 600 6,600 600
Current liabilities
Liabilities to credit
institutions
2,000 - 2,000 -
Other interest-bearing
liabilities
- - - -
Lease liabilities 20,067 - - -
Total 22,067 - 2,000 -

1 For information on pledged assets, refer to note 26.

NOTE 20 | OTHER PROVISIONS

Accounting principles

A provision is recognized in the balance sheet when the Group has an existing legal or informal obligation as a result of an event that has occurred, and it is likely that an outflow of financial resources will be required to settle the obligation and that a reliable estimate of the amount can be made.

Provisions are not made for future operating losses. Where the effect of the timing of payment is significant, provisions are calculated by discounting the expected future cash flow at a pretax interest rate that reflects current market assessments of money's time value and, if applicable, the risks associated with the obligation.

Provisions that are non-current liabilities

Group Parent Company
Dec 31,
2020
Aug 31,
2019
Dec 31,
2020
Aug 31,
2019
Warranty
commitments
4,724 980 482 402
Other - - - -
Total 4,724 980 482 402

Change in warranty provision

Group Parent Company
Dec 31,
2020
Aug 31,
2019
Dec 31,
2020
Aug 31,
2019
Carrying amount
at the beginning
of the period
980 445 402 445
Provisions made
during the period
6,085 25 166 25
Amounts claimed
during the period
-3,515 -68 -86 -68
Acquired provisions 1,252 578 - -
Translation
differences
-78 - - -
Carrying amount
at the end of the
period
4,724 980 482 402

NOTE 21 | ACCRUED EXPENSES AND PREPAID INCOME

Group Parent Company
Dec 31,
Aug 31,
Dec 31, Aug 31,
2020 2019 2020 2019
Personnel-related
expenses 33,822 1,292 9,184 1,292
Audit fees 1,273 15 266 15
Board fees 1,523 640 1,523 640
Accrued cost of
materials
2,591 3,056 - 3,056
Acquisition costs - 1,239 - 1,239
Prepaid grants 7,030 - 7,030 -
Other accrued
expenses
7,618 3,798 3,170 2,770
Other prepaid income 9,983 1,001 2,126 1,001
Total 63,840 11,041 23,298 10,013

NOTE 22 | FINANCIAL ASSETS AND LIABILITIES

Accounting principles

Financial instruments that are recognized in the balance sheet include the following assets and liabilities: long-term receivables, accounts receivable, derivatives, short-term investments, cash and cash equivalents, interest-bearing liabilities and accounts payable. Accounts receivable and debt instruments are recognized when they are issued.

Other financial assets and financial liabilities are recognized when the Group becomes party to the instrument's contractual terms. On initial recognition, a financial asset or financial liability is measured at fair value.

Assets and liabilities measured at amortized cost

After initial recognition, long-term receivables, accounts receivable, cash and cash equivalents, interest-bearing liabilities and accounts payable are measured at amortized cost including any transaction costs. Interest income and expenses as well as exchange rate gains and losses are recognized in the income statement.

Gains or losses arising from derecognition are recognized through profit.

Financial assets measured at amortized cost are subject to ongoing impairment tests and allowances for expected credit losses. See also Note 15 for a description of how expected credit losses in the Group's accounts receivable are managed.

Long-term receivables, intragroup receivables and cash and cash equivalents are recognized at their respective acquisition amounts.

Financial assets and liabilities measured at fair value through profit or loss

Short-term investments are measured at fair value through profit or loss after initial recognition. This means that net gains and losses, including all interest and dividend income, are recognized in the income statement. The Group does not apply hedge accounting.

The Group's short-term investments, which mainly consist of listed interest-bearing funds, are measured at fair value in accordance with IFRS 13 level 1 (listed market values in the active market).

Derecognition

A financial asset is removed from the balance sheet when the rights in the agreement are realized, expire or the company loses control of it. The same applies to part of a financial asset. A financial debt is removed from the balance sheet when the obligation in the agreement is fulfilled or otherwise terminated.

The same applies to part of a financial liability. Acquisitions and divestments of financial assets are recognized on the date the company undertakes to acquire or divest the asset, except in cases where the company acquires or sells listed securities when the cash or settlement approach is applied.

Financial assets
Financial assets measured at fair
value through profit or loss
Short-term investments 349,536 69,273
Financial assets measured at
amortized cost
Long-term receivables 12,990 543
Accounts receivable 176,365 46,796
Cash and cash equivalents 434,897 39,845
Total financial assets 973,788 156,457
Financial liabilities
Financial liabilities measured
at amortized cost
Bank loans -28,675 -600
Lease liabilities -80,201 -
Accounts payable -32,953 -14,113
Total financial liabilities -141,829 -14,713

Group 2020-12-31 2019-08-31

Parent Company 2020-12-31 2019-08-31
Financial assets
Financial assets measured at fair
value through profit or loss
Short-term investments 349,536 69,273
Financial assets measured at
amortized cost
Long-term receivables 1,208 259
Accounts receivable 43,989 22,214
Receivables from
Group companies 62,249 20,603
Cash and cash equivalents 302,392 11,707
Total financial assets 759,374 124,056
Financial liabilities
Financial liabilities measured at
amortized cost
Interest-bearing liabilities -8,600 -600
Liabilities to Group companies -1,943 -
Accounts payable -14,981 -10,895
Total financial liabilities -25,524 -11,495

No financial assets or liabilities have been offset. The carrying amounts above for financial assets and liabilities correspond in all essentials to the fair values.

NOTE 23 | LEASES

The effect of the transition to IFRS 16 on the Group's leases is described in Note 1. The transition method chosen by the Group for the transition to IFRS 16 means that comparison in-

Accounting principles

Concepts applied from September 1, 2019

When an agreement is entered, the Group assesses whether or not it is, or contains, a lease. An agreement is, or contains, a lease if it transfers the right over a certain period to decide on the use of an identified asset in exchange for compensation.

At the beginning of the lease or when reviewing a lease that contains multiple components – lease and non-lease components – the Group allocates the compensation, as set out in the agreement, to each component based on the independent price.

For leases of buildings and land where the Group is the lessee, the Group has chosen not to distinguish between lease and non-lease components; rather it recognizes lease and non-lease components that are paid with a fixed amount as a single lease component.

Leases in which the Group is the lessee

The Group recognizes a right-of-use asset and a lease liability at the start of the lease. The right-of-use asset is initially measured at cost, which consists of the initial value of the lease liability plus lease payments paid at or before the start date plus any initial direct expenses. The right-of-use asset is then depreciated on a straight-line basis from the start date to the end of the asset's useful life or the end of the lease term, whichever is earlier, which for the Group is usually the end of the lease term.

The lease liability, which is divided into non-current and current portions, is initially measured at the present value of the remaining lease payments for the estimated lease term. The lease term consists of the non-terminable term plus any additional periods in the agreement if, at the starting date, it is deemed reasonably certain that they will be utilized.

The lease payments are usually discounted by the Group's incremental borrowing rate, which, in addition to the Group's credit risk, reflects each agreement's lease term, currency and the quality of the underlying asset as planned security.

Where the lease's implicit interest can readily be determined, that rate is used instead.

The lease liability encompasses the present value both of the fixed payments and of variable lease payments linked to indices or prices over the estimated lease term. The value of the liability is increased by the interest expense for the respective period and decreased by the lease payments.

Interest expense is calculated as the value of the liability multiplied by the discount rate.

The lease liability for the Group's premises with index-linked rent is calculated based on the rent that applies at the end of the reporting period. At this point, the liability is adjusted and a corresponding adjustment is made to the carrying amount of the right-of-use asset.

Correspondingly, the value of the liability and asset is adjusted if the lease term is revised. This happens when the last termination date in the previously assessed lease term for the premises lease has passed, or when significant events occur or circumstances change materially in a way that is within the Group's control and affects the prevailing assessment of the term.

The Group presents right-of-use assets and lease liabilities as separate items in the balance sheet.

Right-of-use asset or lease liability is not recognized for leases with a term of 12 months or less or for leases with a low-value underlying asset (less than kSEK 50).

Lease payments for these leases are recognized as a cost on a straight-line basis over the lease term.

Concepts applied until August 31, 2019

Prior to 2019/2020, the Group classified leases as operating or finance leases, based on whether or not the lease essentially transferred the risks and benefits associated with ownership of the asset.

As the lessee, costs relating to operating leases were recognized on a straight-line basis in profit for the year over the lease term. Benefits received in connection with signing a lease were recognized in profit for the year as a decrease in lease payments on a straight-line basis over the lease term. Variable fees were expensed in the periods they arose. The Group did not have any finance leases prior to 2019/2020.

Lessee

The Group's property, plant and equipment consist of both owned and leased assets.

2020-12-31
Property, plant and equipment owned 52,522
Right-of-use assets 80,847
Total 133,369

Leased assets mainly consist of real estate and premises, and to a lesser extent vehicles and office equipment. No leases contain covenants or other restrictions, except for the security in the leased asset.

Real estate leases

The Group leases buildings for its offices, production and storage. The leases generally have a term from one to ten years. Since the acquisition of SCIENION, there is also a real estate lease with a term of 85 years.

Some leases contain an option at the end of the term to renew the lease for an additional term.

Sometimes the leases contain lease payments based on changes in local price indices. In addition, some leases require the Group to pay fees relating to real estate taxes and other expenses that are imposed on the lessee.

Extension and termination options

Certain leases contain extension or termination options, which the Group may or may not exercise up to one year before the end of the non-terminable lease term.

When possible, the Group attempts to include such options in new leases, as it contributes to operating flexibility. The options may only be exercised by the Group, and not the lessor.

It is determined at the start of the lease whether or not it is reasonably certain that an extension option will be exercised. The Group reviews whether or not it is reasonably certain that an extension option will be exercised if there is a significant event or there are material changes to circumstances within the Group's control.

The Group's leases usually have non-terminable terms of 1–10 years, with options for the Group to extend for further periods. The agreements contain no final end date. For agreements with a non-terminable term of 3–10 years, it has been judged that it is not reasonably certain that additional periods will be utilized. For agreements with a non-terminable term of less than three years, in most cases it has been judged that it is reasonably certain that additional period(s) will be utilized, which usually results in lease terms of 3–5 years.

During the year, lease liabilities/assets increased by kSEK 311 as a result of the Group exercising options not previously included in the lease liability. Significant changes may occur in future if there were a review of the lease term for any of the Group's key leases.

Other leases

Leases of vehicles and office equipment usually have lease terms of 1–3 years. These leases are usually short-term leases and/or leases of low value. The Group has chosen not to recognize right-of-use assets and lease liabilities for these leases.

The Group did not have any agreements where the Group is the lessor during either 2018/2019 or 2019/2020.

Right-of-use assets

Real estate Other Total
Opening balance as of
September 1, 2019
27,867 - 27,867
Additional right-of-use
assets
40,482 925 41,406
Business combinations 26,127 2,103 28,230
Expiring right-of-use
assets
-650 - -650
Depreciation during
the year
-14,686 -480 -15,166
Translation differences -778 -63 -840
Closing balance as of
December 31, 2020
78,362 2,485 80,847

Additional right-of-use assets in 2019/2020 amounted to kSEK 41,406. This figure includes the cost of right-of-use assets acquired during the year and additional amounts from reviewing lease liabilities due to changed payments as a result of changes in the lease term. Larger additional right-of-use assets during the financial year include new production and storage premises in Sweden, and new offices in Boston.

Lease liabilities

2020-12-31
Current 20,067
Non-current 60,134
Lease liabilities included in the balance sheet 80,201

See Note 2 Financial Risk Management for a maturity analysis of the lease liabilities.

Amounts recognized in profit

Group
IFRS 16 2019/2020
Depreciation of right-of-use assets -15,166
Interest on lease liabilities -1,193
Costs for short-term leases -2,709
Costs for leases of low-value assets -27
Total -19,095

IAS 17 – Non-terminable lease payments amount to:

Group Parent Company
2018/2019 2019/2020 2018/2019
Within 1 year 6,376 4,993 2,498
1–5 years 17,364 8,872 6,112
> 5 years 5,544 - -
Total 29,284 13,865 8,610

IAS 17 – Expensed fees for operating leases amount to:

Group Parent Company
2018/2019 2019/2020 2018/2019
Minimum lease
payments 4,566 6,944 2,452
Total 4,566 6,944 2,452

NOTE 24 | PARTICIPATIONS IN GROUP COMPANIES

Parent Company 2020-12-31 2019-08-31
Accumulated costs
At beginning of the year 365,444 2,243
Purchases 960,768 363,201
Liquidation* -3,981 -
Shareholder contributions 3,500 -
At year-end 1,325,731 365,444
2020-12-31 2019-08-31
Accumulated impairment losses
At beginning of the year -585 -585
Impairment losses for the year -3,835 -
At year-end -4,420 -585
Carrying amount at year-end 1,321,311 364,859
Directly owned No. of Book value Book value
subsidiaries Corp. ID no. Domicile shares Holding, % 2020-12-31 2019-08-31
CELLINK LLC 81-3033020 Blacksburg, VA, USA 10,000 100 1,273 1,273
CELLINK Options AB 559144-2008 Göteborg, Sverige 50,000 100 50 385
Dispendix GmbH 755770 Stuttgart, Tyskland 25,000 100 52,546 52,546
BioinkIP LLC S7827514 Blacksburg, VA, USA 10,000 100 - 3,981
cytena GmbH 711600 Freiburg, Tyskland 78,461 100 306,674 306,674
CELLINK Ltd 1200920 Brighton, Storbritannien 1 100 0 -
CELLINK SAS 877893693 Lyon, Frankrike 1 100 0 -
CELLINK KK 6130001066261 Kyoto, Japan 100,000 100 459 -
SCIENION AG 19874 Berlin, Tyskland 186,665 100 960,309 -
Carrying amount at year-end 1,321,311 364,859

*The liquidation did not have any effect on the parent company's earnings as the subsidiary's net assets, which were transferred to the parent company, amounted to the same amount.

NOTE 25 | ACQUISITIONS

2019/2020

On September 1, 2020, CELLINK acquired 100% of the shares in the German company SCIENION AG (corporate identity number HRB 19874, headquartered in Berlin, Germany), a company that focuses on precision-dispensing technology. The purchase price amounted to MSEK 951, of which MSEK 457 consisted of 2,814,032 newly issued CELLINK shares and MSEK 494 was paid in cash. Through SCIENION's complementary technology offering, CELLINK envisions great synergies that will support future growth. SCIENION currently has subsidiaries in the UK, France and the US.

Issue terms

In connection with the acquisition, CELLINK has issued

2,814,032 shares to the buyers as consideration for SCIENION. In the acquisition analysis, these shares were valued at approximately MSEK 457, based on the closing price of SEK 162.4 per share on the acquisition date.

Effects of acquisitions

In the preliminary acquisition analysis, goodwill amounts to MSEK 682. The goodwill value includes the value of the acquired staff's know-how and synergy effects in the form of more efficient production and sales processes in the Group after the acquisition. No part of the goodwill is expected to be tax deductible. A change of 1 percentage point in the discount rate used in the acquisition analysis would affect the goodwill value by approximately MSEK 6. A change in the future growth rate of 1 percentage point per year would affect the goodwill value by approximately MSEK 3.

The acquisition analysis on the balance sheet date is preliminary. CELLINK does not expect any material adjustments to the acquisition analysis in 2021.

SCIENION has contributed MSEK 152.2 in sales and MSEK 27.2 in earnings since September 1, 2020. If SCIENION had been acquired at the start of the reporting period on September 1, 2019, the CELLINK Group's sales for the 16-month financial year would have totaled MSEK 633. At the date the annual report was submitted, CELLINK did not have sufficiently reliable evidence to be able to calculate pro forma capitalized development costs (and therefore earnings). From the acquisition date, MSEK 5.6 has been recognized as capitalized development costs and contributed to the Group's earnings.

Acquisition-related expenses

Acquisition-related expenses amount to kSEK 9,786 for the financial period and relate to fees to consultants in connection with due diligence. These expenses have been recognized as other external costs in the consolidated income statement. Issue expenses related to the acquisition amount to kSEK 36,724 for the financial period and have been recognized as a reduction in equity after deduction of deferred tax.

Fair value
MSEK recognized in the Group
Acquired assets:
Intangible assets 161
Right-of-use assets 28
Other non-current assets 59
Inventories 74
Other current assets 38
Cash and cash equivalents 76
Total assets 436
Acquired provisions and liabilities:
Provisions -1
Deferred tax liability -53
Lease liabilities -28
Current operating liabilities -85
Total provisions and liabilities -167
Net of identified assets and liabilities 269
Goodwill 682
Purchase price 951
Minus: Net cash in acquired operation 1 -76
Minus: Acquisition via issue for non-cash
consideration 2 -457
Effect on the Group's cash and cash equivalents 418

1 Net of cash and cash equivalents and interest-bearing liabilities in acquired operation.

2 The value of the newly issued shares transferred to the sellers on September 1, 2020.

Subsequent events

Ginolis

On March 1, 2021, CELLINK AB acquired 100% of the shares in Ginolis Oy (corporate identity number 2344452-8 with registered office in Oulu, Finland). The purchase price amounted to EUR 65.7 million on a cash and debt-free basis and was paid 60% in cash and 40% with 666,028 newly issued CELLINK shares. In the purchase price allocation, the shares are valued at SEK 363.734 SEK/share, based on the average market price the day before the acquisition.

Ginolis' sales in 2020 amounted to EUR 18 million with an EBITDA margin of 12 percent, and through the acquisition, the Group is expected to be able to capitalize on several strong synergies in microfluids, diagnostics and bioprinting, which is further expected to strengthen the company's position as the leader in bioconvergence.

Since the acquisition has taken place close to the submission of the annual report, no preliminary purchase price allocation has yet been prepared. Based on an analysis of Ginolis', identifiable assets are expected to consist of surplus values in the form of primarily technology, customer relationships and order backlog, in addition to booked net assets. A majority of the purchase price is expected to be attributed to goodwill. The goodwill value includes the value of the acquired staff's know-how and synergy effects in the form of more efficient production and sales processes in the Group after the acquisition. No part of the goodwill is expected to be tax deductible.

MatTek

On March 10, CELLINK AB signed an agreement with the shareholders of MatTek Corporation (registred office in Ashford, Massachusetts, USA), to acquire all outstanding shares in MatTek at a purchase price on a cash and debt-free basis amounting to USD 68 million. 20% of the purchase price will be paid with newly issued shares of series B in CELLINK and the remaining part in cash.

MatTek's sales in 2020 amounted to USD 16.6 million with an EBITDA margin of 22 percent. Completion of the acquisition and transfer of the shares in MatTek is expected to take place on March 24, 2021, whereby work on preparing a purchase price allocation has not begun when this annual report is issued.

2018/2019

On December 1, 2018, CELLINK AB acquired 100% of the shares in the company Dispendix GmbH at an agreed company value of approximately MEUR 5.

The acquisition was made partly through cash and cash equivalents of approximately MEUR 2 and partly through an issue for non-cash consideration of approximately MEUR 3 to the shareholders of Dispendix GmbH.

Goodwill from the acquisition amounts to approximately MEUR 4.6 and is included in the cash-generating unit Laboratory Solutions.

The acquisition was paid for in cash and cash equivalents. The purchase price corresponded to the fair value of the patents and technology in the company and hence no goodwill arose in connection with the acquisition.

On August 5, 2019, CELLINK AB acquired 100% of the shares in the company cytena GmbH at an agreed company value of MEUR 30.25.

The acquisition was made partly through cash and cash equivalents of MEUR 11.4 and partly through an issue for non-cash consideration of approximately MEUR 18.85 to the shareholders of cytena GmbH.

Goodwill from the acquisition amounts to approximately MEUR 21 and is included in the cash-generating unit Laboratory Solutions.

NOTE 26 | PLEDGED ASSETS AND CONTINGENT LIABILITIES

Accounting principles

A contingent liability is recognized when there is a possible obligation originating from an event that has occurred and the existence of which is confirmed only by one or more uncertain future events, or when there is an obligation that is not recognized as a liability or provision because it is not likely that an outflow of resources will be needed.

Pledged assets

As of December 31, 2020, the Parent Company and the Group have outstanding pledged assets in the form of corporate mortgages totaling kSEK 30,000 (0).

The mortgages relate to a borrowing of kSEK 10,000 during the financial year, as well as an unutilized overdraft facility of kSEK 20,000.

Contingent liabilities

The Group and Parent Company have no contingent liabilities to disclose as of December 31, 2020.

NOTE 27 | CASH FLOW STATEMENT

Parent Company
2020-12-31 2019-08-31 2020-12-31 2019-08-31
434,897 39,845 302,392 11,707
434,897 39,845 302,392 11,707
434,897 39,845 302,392 11,707
Group

1 The balance includes blocked funds of kSEK 3,150 (50).

Group Parent Company
Interests 2019/2020 2018/2019 2019/2020 2018/2019
Interest received 130 72 984 133
Interest paid -1,716 -112 -433 -20
Total -1,586 -40 551 113
Group Parent Company
Adjustments for non-cash items 2019/2020 2018/2019 2019/2020 2018/2019
Depreciation/amortization and impairment losses 52,742 7,087 18,696 4,876
Unrealized change in value of short-term investments -3,615 -1,450 -3,615 -1,450
Unrealized exchange rate differences 916 - 11,692 -
Provision for loss allowance for accounts receivable 8,923 - 5,683 -
Change in other provisions 2,570 -18 80 -43
Costs for share-based remuneration 3,327 609 1,209 609
Total 64,863 6,228 33,745 3,992
Group
Acquisitions of subsidiaries and other business units2 2019/2020 2018/2019
Acquired assets:
Intangible assets 844,211 332,951
Other non-current assets 76,738 4,984
Inventories 73,468 12,908
Other current assets 123,626 21,188
Total assets 1,118,043 372,031
Acquired provisions and liabilities:
Provisions -1,252 -553
Deferred tax liability -52,715 -15,285
Interest-bearing liabilities -28,249 -3,310
Current operating liabilities -85,072 -19,013
Total provisions and liabilities -167,288 -38,161
Purchase price 950,754 360,680
Minus: Cash and cash equivalents in acquired operation -76,301 -26,810
Minus: Financed through capital contributed in kind -456,999 -213,774
Effect on cash and cash equivalents 417,454 120,096

2 See Note 25 Acquisitions

Reconciliation of liabilities derived from financing activities

Changes not affecting cash flow
Liabilities
in acquired New leases Translation
Group 2019-08-31 companies via IFRS 16 differences Cash flows 2020-12-31
Lease liabilities - 28,231 66,172 -840 -13,362 80,201
Liabilities to credit institutions - - - - 28,075 28,075
Other interest-bearing liabilities 600 18 - - 2 620
Total 600 28,249 66,172 -840 14,715 108,896
Changes not affecting cash flow
Group 2018-08-31 Liabilities
in acquired
companies
Translation
differences
Cash flows 2019-08-31
Other interest-bearing liabilities 600 3,310 - -3,310 600
Total 600 3,310 - -3,310 600
Parent Company 2019-08-31 Cash flows 2020-12-31
Liabilities to credit institutions - 8,000 8,000
Other interest-bearing liabilities 600 - 600
Total 600 8,000 8,600
Parent Company 2018-08-31 Cash flows 2019-08-31
Other interest-bearing liabilities 600 - 600
Total 600 - 600

The Parent Company has a related party relationship with its subsidiaries, see Note 24. Of the Parent Company's total purchases and sales, 38% (0) of the purchases and 37% (27) of the sales are intragroup transactions.

Internal prices within the Group are set based on the arm's length principle, i.e. where the parties are independent of each other, well-informed and are interested in conducting the transactions.

Long-term receivables from Group companies

Parent Company
2020-12-31
2019-08-31
CELLINK LLC 37,807 -
Dispendix GmbH 10,435 -
Total 48,242 -

Short-term receivables from Group companies

Parent Company
2020-12-31 2019-08-31
CELLINK LLC - 10,238
Dispendix GmbH - 10,071
CELLINK Options 7,624 294
CELLINK SAS 6,346 -
CELLINK Ltd 37 -
Total 14,007 20,603

Current liabilities to Group companies

Parent Company
2020-12-31 2019-08-31
cytena GmbH 499 -
CELLINK KK 302 -
SCIENION AG 158 -
cytena Bioprocess Solutions 984 -
Total 1,943 -

In principle the Group does not pay intragroup balances, and does not apply any impairment for them. The receivables are subject to 2% interest.

Transactions with key people in senior positions

The related party transactions that took place during the financial year relate to purchases totaling kSEK 82 from the TATAA Biocenter AB test center, where former Board member and, as of December 31, 2020 employee, Artur Aira is a board member and part-owner.

During the financial year, the company sold hygiene products to BSJ i Halmstad AB, where Board member Bengt Sjöholm is a part-owner and board member, for kSEK 7, and to Escape House Scandinavia AB, where CFO Gusten Danielsson is a part-owner and board member, for kSEK 2.

NOTE 29 | EVENTS AFTER THE END OF THE PERIOD

On January 25, 2021, CELLINK launched UP.SIGHT. An efficient microscope and single-cell dispenser with dual clonality identification. UP.SIGHT is certified to help laboratories around the world overcome the challenges of cell line development and improve workflow efficiency.

On January 28, 2021, CELLINK extended its collaboration with AstraZeneca in pharmaceutical research for the third year in a row. CELLINK will contribute with the company's latest 3D bioprinters and workflows to explore new therapies and drug research in AstraZeneca's main therapeutic areas: oncology, as well as respiratory, immunological, cardiovascular, renal and metabolic diseases.

On February 15, 2021, an agreement was signed to acquire Finnish company Ginolis, a leading actor in advanced robotics diagnostics automation which offers automated workflows and solutions for medical and diagnostics companies. The purchase price for Ginolis all outstanding shares on a cash- and debt-free basis amounted to 65M euros. 40 percent of the purchase price was paid by issuance of the Consideration Shares and the remaining purchase price was paid in cash. Through Ginolis' complementary technology offering, CELLINK sees great synergies that will support future growth especially with SCIENION which was acquired in August 2020 and with the CELLINK bioprinting business. The cutting-edge modularity of the Ginolis robotics make the platforms ideal for scale-up of bioprinting systems and product offerings, enabling strategic and industrial expansion of our bioprinting capabilities to research and biotech customers. Many of the great tools offered by Ginolis will ensure higher quality bioprinting experiments and results, faster throughput of printed tissues, and more reliable and reproducible data. CEL-LINK will also gain capacity to deliver large-scale automation to customers in the medical technology field and diagnostics, as well as an associated portfolio of innovative consumables that complement our existing offering. For more information on the Ginolis acquisition, see note 25, page 106.

On March 10, 2021 an agreement was signed to acquire all outstanding shares in the American company MatTek, the global leader in in-vitro technology and alternative drug testing models. The purchase price on a cash- and debt-free basis of \$68 million. Twenty percent of the purchase price will be paid in newly issued shares of series B in CELLINK and the remaining purchase price in cash. By combining CELLINK's and MatTeks revolutionary technologies, we can offer market-leading in-vitro methods. These solutions allow researchers to gather better data through more physiologically relevant models and thus make better predictions. Perhaps more importantly, by providing alternative testing models, it enables the reduction, and in some cases elimination, of animal testing. Several strong synergies by combining CELLINK's cutting-edge bioprinting technology and modular large-scale industrial robotic flows with MatTek's 3D reconstructed, human-derived tissue models creating a world-leading tissue model offering, which are based on decades of research, creating the largest proprietary library of 3D

NOTES

human tissue and disease models in the world. The Acquisition is in line with CELLINK's commercial, bioconvergence strategy, complementing CELLINK's product offering and brings the Group closer to the patients through cutting edge products used in clinical and pre-clinical studies. For more information on the MatTek acquisition, see note 25, page 106.

On March 11-12, 2021 CELLINK completed a directed issue of 3,751,429 new class B shares at a subscription price of SEK 420, corresponding to an amount of SEK 1.5 billion as well as an issue of senior unsecured convertible bonds due 2026 for an amount of SEK 1.5 billion, conditionally convertible into new and/or existing class B shares of CELLINK. The offering was conducted without preferential subscription rights for existing shareholders. The company believes that using the flexibility provided by a non-pre-emptive placing is the most appropriate structure for the company to use at this time, allowing it to raise capital in a timely and cost-effective manner. The Issue was resolved by the board of directors of the company pursuant to the authorisation given by the extraordinary general meeting held on 17 December 2020.The net proceeds from the offering will be used for the financing of the acquisition of MatTek Corporation, general corporate purposes (including to fund future acquisitions) and to increase the number of instruments and consumables launched in the application area to reduce animal trials. In doing so, CELLINK continues to further the work it does to effect a positive impact on living organisms which already includes products which allow for more efficient, less wasteful research whilst also enabling safer drug development and testing for both humans and animals.

On March 15, 2021, CELLINK launched the BIO MDX™ Series, the next generation of bioprinters designed for high-throughput biofabrication and precision 3D bioprinting for biomedical manufacturing, including biocompatible medical devices. Equipped with technology found on SCIENION arrayers, these bioprinters represents the first cross business systems for the CELLINK Group. Demonstrating a successful integration of SCIENION's intellectual property with CELLINK's bioprinting expertise.

NOTE 30 | PROPOSED APPROPRIATION OF PROFIT

The following non-restricted funds are at the disposal of the AGM (SEK)

Total to appropriate 2,131,266,855
Profit/loss for the year -68,299,547
Retained earnings -97,751,300
Share premium reserve 2,297,317,702

The Board recommends that the non-restricted funds be appropriated as follows:

Carried forward (SEK): 2,131,266,855
------------------------ ---------------

NOTE 31 | DISCLOSURES ABOUT THE PARENT COMPANY

CELLINK was founded in 2016 and is the world-leading company in bioconvergence that provides technology, products and services to create, understand and master biology. With an emphasis on the application areas of bioprinting, multiomics, cell line development and diagnostics, the company develops and markets innovative technology which enables bioscience researchers to culture cells in 3D, conduct high-throughput drugs screening, and print human tissue and organs for the medical, pharmaceutical, and cosmetics industries, and related activities.

The Parent Company CELLINK AB, corporate ID number 559052-5052, is a registered listed company based in Gothenburg, Sweden. The company is based in Gothenburg and runs parts of its business from its premises at Arvid Wallgrens Backe 20 in Gothenburg. The Group consists of the Parent Company and 12 subsidiaries. The Parent Company is both operationally active and owns and manages subsidiaries. In the Parent Company, the majority of the Group's employees are operative. Functions such as research, development, production, and sales take place partly in the Parent Company.

Address of the head office:

CELLINK AB (publ) Arvid Wallgrens Backe 20 SE-413 46 Gothenburg, Sweden www.cellink.com

The board of directors and the CEO declare that the consolidated accounts and the annual accounts have been prepared in accordance with international accounting standards IFRS, as adopted by the EU, and generally accepted accounting principles, and provide a true and fair view of the group's and the parent company's financial position and results from operations, and that the Directors' Report provides a true and fair view of the group and the parent company's financial position and results from operations and describes significant risks and uncertainties that the parent company and the companies that are part of the group face.

Gothenburg, March 17, 2021

Carsten Browall Chairman of the board Ingela Hallberg Board member

Aristotelis Nastos Board member

Bengt Sjöholm Board member Helena Skåntorp Board member

Christian Wildmoser Board member

Erik Gatenholm

Board member and CEO

Our audit report was submitted on March 17, 2021 Deloitte AB

Fredrik Jonsson Authorized Public Accountant

AUDITORS REPORT

This auditor's report is a translation of the Swedish language original. In the events of any differences between this translation and the Swedish original the latter shall prevail.

To the general meeting of the shareholders of CELLINK AB (publ) corporate identity number 559050-5052

Report on the annual accounts and consolidated accounts

Opinions

We have audited the annual accounts and consolidated accounts of CELLINK AB (publ) for the extended financial year 2019-09-01 - 2020-12-31. The annual accounts and consolidated accounts of the company are included on pages 60-111 in this document.

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of December 31, 2020, and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of December 31, 2020, and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.

Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.

Basis for Opinions

We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Key Audit Matters

Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

Key Audit Matter

Revenue recognition

Revenue amounts to SEK 416 million for the extended financial year September 1, 2019 to December 31, 2020, and is generated from two segments, mainly within Europe, Asia and North America. For further information related to the company's revenue recognition is referred to note 4 and 5 on the pages 85-87 in the annual report which sets out accounting principles, segment reporting and revenues per geographical area.

We focus on this area due to high transaction volumes and variations in customer agreements regarding delivery terms and whether a sale is made directly to a customer or via a distributor, which may affect the point in time of revenue recognition.

Our audit procedures

Our audit procedures include, but are not limited to;

• Evaluate the company's policy for revenue recognition in accordance with IFRS 15 to assess whether these are appropriately designed to account for revenue in the correct period.

  • Evaluate the design and test operating effectiveness of relevant internal controls used for revenue recognition in the correct period.
  • On a sample basis, test sales transactions to assess whether revenue has been recognized in the correct period, in accordance with IFRS 15.
  • Determine that required and accurate disclosures are provided in relevant notes in the annual report related to timing of revenue recognition.

Capitalization of development expenditures

Investments in product development which have been capitalized in the balance sheet during the extended financial year September 1, 2019 to December 31, 2020 to SEK 89 million and total capitalized development expenditures after deduction of amortization amount to SEK 127 million for the period ended December 31, 2020. For further information related to the company's capitalization of development expenditures, refer to note 3 and note 12 on the pages 84-85 and 93-96 in the annual report which sets out critical accounting judgment and estimates, accounting principles and allocation of intangible assets in the company.

We focus on this area due to significant judgement and estimates involved with accounting and valuation of capitalized development expenditures.

Our audit procedures

Our audit procedures include, but are not limited to;

  • Evaluate the company's policy and model for capitalization of development expenditures to assess whether development expenditures have been properly identified and accounted for in accordance with IAS 38.
  • Evaluate the design of the company's routines, processes and basis for decision-making used for capitalization of development expenditures and valuation.
  • On a sample basis, test expenditures recognized in a project which is capitalized to assess whether these fulfils the requirements for capitalization and has been recorded with a correct amount.
  • For a selection of closed and current projects review the company's impairment assessments.

• Determine that required and accurate disclosures are provided in relevant notes in the annual report.

Business combinations – purchase price allocation and valuation of goodwill

In 2020, the company has acquired 100% of the shares in SCI-ENION AG for a purchase price of SEK 951 million. As a result of the acquisition and based on the preliminary purchase price allocation, a significant amount has been allocated to goodwill which as of December 31, 2020 amounts to million 662 SEK in the company. SCIENION is included in the segment and cash generating unit Industrial Solutions. From previous year's acquisitions, the company has reported another goodwill amount of SEK 257 million, which pertains to the segment and cash generating unit Laboratory Solutions. The value of the recognized goodwill is dependent on future return and profitability in the respective cash generating unit the goodwill is allocated to and is tested for impairment at least on a yearly basis. For further information of the company's business combinations, accounting of goodwill and significant judgements and estimates, refer to note 3, note 12 and note 25 on the pages, 84-85, 93-96 and 106-107 in the annual report.

We focus on these areas due to significant judgements and estimates made in the preparation of the purchase price allocation, determination of cash generating units and impairment tests of goodwill for the respective cash generating units.

Our audit procedures

Our audit procedures include, but are not limited to;

  • Evaluate the design of the company's routines, processes and valuation model for the impairment testing of goodwill and the company's identification of cash generating units on which the impairment test is based upon.
  • Assess and challenge management's significant assumptions in the impairment test, assess that the valuation model is consistently applied, test integrity in input data which the calculations are based upon, and test the arithmetic accuracy of the valuation model.
  • Assess and challenge management's significant assumptions made in the purchase price allocation, assess that established valuation methodologies have been used, test integrity in input data which the

calculations are based upon, and test the arithmetic accuracy of the valuation model.

  • Determine that required and accurate disclosures are provided in relevant notes in the annual report.
  • Involve valuation- and accounting experts in the execution of certain audit procedures.

Other information than the annual accounts and consolidated accounts

The Board of Directors and the Managing Director are responsible for other information. The other information includes the Remuneration report, and the pages 1-59 in this document which does not include the annual accounts and consolidated accounts or our Auditor's report.

Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so.

The Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.

Auditor's responsibility

Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

A further description of my (our) responsibilities for the audit of the annual accounts and consolidated accounts is located at the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/revisornsansvar.

This description forms part of the auditor´s report

Report on other legal and regulatory requirements

Opinions

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of CELLINK AB (publ) for the extended financial year 2019-09-01 - 2020-12-31 and the proposed appropriations of the company's profit or loss.

We recommend to the general meeting of shareholders that the profit to be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.

Basis for Opinions

We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.

The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.

Auditor's responsibility

Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:

  • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
  • in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.

A further description of my (our) responsibilities for the audit of the management's administration is located at the Swedish Inspectorate of Auditors website: www.revisorsinspektionen.se/rn/showdocument/documents/ rev\_dok/revisors\_ansvar.pdf.

This description forms part of the auditor´s report.

Deloitte AB, was appointed auditor of CELLINK AB by the general meeting of the shareholders on the December 18, 2019, and has been the company's auditor since September 16, 2016.

Gothenburg, March 17, 2021 Deloitte AB

Fredrik Jonsson

Authorized public accountant

CORPORATE GOVERNANCE REPORT

INTRODUCTION AND PRINCIPLES OF CORPORATE GOVERNANCE

CELLINK AB ("CELLINK") is a Swedish public limited liability company based in Gothenburg and with its shares of series B listed on Nasdaq Stockholm. CELLINK's corporate governance is based on the Swedish Companies Act, the Annual Accounts Act, Nasdaq Stockholm Rulebook for Issuers, internal rules and the Swedish Code of Corporate Governance ("the Code").

CELLINK applies the rules that follow from laws or other statutes, as well as the Code. To the parts CELLINK deviates from the Code, the company adheres to the so-called "follow or explain" principle that the Code allows for deviation from the rules. CELLINK has complied with the Code in all respects except in that CELLINK's 6 or 9 nine-month interim reports have not been overviewed by the Company's auditor during the 2019/2020 financial year. Instead, the 12-month report and the 16-month report for the full year are reviewed in the current extended fiscal year. From January 1, 2021 CELLINK will report by calendar year.

CORPORATE GOVERNANCE STRUCTURE

At general meetings, the shareholders resolve on the appointments and the guidelines that form the basis for the corporate governance of CELLINK. The following organisation chart summarises how corporate governance is structured in CELLINK.

CONTROL INSTRUMENTS

In addition to the external control instruments that form the framework for corporate governance within CELLINK, they also include the Swedish Companies Act, the Annual Accounts Act, Nasdaq Stockholm Rulebook for Issuers, the Code and other relevant laws. Foreign subsidiaries apply the laws and ordinances in force in the country in question, but also ensures that the Group's guidelines for governance and control are followed. The Board of Directors is ultimately responsible for the organisation and management of the company's affairs. Supervision is exercised by authorities and bodies appointed by the authorities, both through the company's reporting to them and through regular audits by the authorities. Internal control instruments include the Articles of Association as adopted by the AGM and similarly the Rules of Procedure for the Board and the instructions for the CEO, the Board's committees and for the financial reporting.

ANNUAL GENERAL MEETING (AGM)

The shareholders of CELLINK exercise their right to resolve on the company's affairs at the AGM, or, where applicable, at an extraordinary general meeting. The AGM is CELLINKs' highest decisionmaking body.

The AGM must be held within six months of the end of the financial year. The Annual General Meeting resolves on the Articles of Association, appoints the Board of Directors and the Chairman of the Board, elects the auditor, adopts the income statement and balance sheet, resolves on the appropriation of profits and discharge from liability, and also resolves on the principles for the nomination committee, guidelines for the remuneration of senior executives, etc.

At the AGM, each shareholder has the right to participate, in person or through a proxy. Each shareholder has the right to raise issues to be addressed at the AGM and each shareholder is entitled to vote for all shares held by him or her. Notices of meetings and other information prior to general meetings are available on CELLINK's website. Information that the convening notice has been published shall be announced simultaneously in Dagens Industri.

Initiative from shareholders

Shareholders who wish to have a matter addressed at the AGM shall to the Board of Directors in writing provide such request. The request shall normally be made to the Board of Directors well in advance of the AGM, in accordance with the information provided on CELLINK's website in connection with the publishing of the time and place of the AGM.

Nomination committee

Auditors

SHAREHOLDERS

CELLINK's shares of series B are listed on Nasdaq Stockholm since April 20, 2020. According to the share register kept by Euroclear Sweden, CELLINK had 9,172 shareholders as of 31 December 2020. The share capital amounted to SEK 1,290,032,125, divided into 51,601,285 shares, of which 1,500,000 are shares of series A and 50,101,285 are shares of series B of which 1,500,000 are shares of series A, that entitle to 10 votes per share, and 50,101,285 shares of series B, that entitle to 1 vote per share.

As of December 31, 2020, Erik Gatenholm had 19.0 percent of the total number of shares and 26.8 percent of the votes. As of 31 December 2020, Héctor Martínez had 12.5 percent of the total number of shares and 17.7 percent of the votes. No other shareholder held a direct or indirect shareholding representing at least one tenth of the votes of shares in CELLINK.

ANNUAL GENERAL MEETING 2019

CELLINK's AGM 2019 took place on December 18, 2019 for the 2018/2019 financial year. At the AGM, approximately 84.81 percent of the votes were represented.

The AGM passed, inter alia, the following resolutions regarding the financial year September 1, 2018 - August 31, 2019;

  • to split the company's shares, meaning that each share, regardless of the class of shares, is divided into four shares (share split 4:1).
  • to implement a new long-term incentive programme for employees within the CELLINK-group through a directed issue of not more than 1,600,000 warrants;
  • to implement a new incentive programme for the Chairman of the Board and other Board members through a directed issue of not more than 220,000 warrants; and
  • to authorise the Board of Directors to resolve on new issues of shares of series B, warrants and/or convertibles entitled to new shares of series B, with or without deviation from the shareholders' preferential rights. The authorisation may be utilized for new issues of shares of series B, warrants and/or convertibles which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to a dilution of not more than 10 per cent of the registered share capital in the company at the time of the issue resolution. In addition, in connection with acquisition of businesses, companies or rights, the board shall be able to decide on an issue in kind corresponding to a further maximum 10 per cent of the registered share capital in the company at the time of the issue resolution.

2020 EXTRAORDINARY GENERAL MEETINGS (EGM)

In 2020, CELLINK held an Extraordinary General Meeting on three occasions.

July 16, 2020

• The EGM resolved to authorise the Board of Directors to, until the end of the next AGM on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve on new issues of shares of series B. The authorisation may be utilised for new issues of shares of series B with provisions regarding contribution in cash corresponding to a dilution of not more than 10 per cent of the registered share capital in the company at the time of the issue resolution. Deviations from shareholders' preferential rights should only be possible in connection with acquisitions of operations, companies or participations in companies.

September 11, 2020

• The EGM resolved to approve the Board's decision from August 20, on a directed share issue of a maximum of 1,625,000 shares of series B, entailing an increase in the share capital by not more than SEK 40,625.

December 17, 2020

  • The EGM resolved to elect Aristotelis Nastos as a new member of the Board of CELLINK.
  • The EGM resolved to authorise the Board of Directors to, for the period until the end of the next AGM on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve on new issues of shares of series B. In addition, in connection with the acquisition of businesses, companies or rights, the Board of Directors shall be able to resolve on an in-kind or set-off issue corresponding to a further maximum 10 percent of the share capital registered of the company at the time of the issue resolution.

ANNUAL GENERAL MEETING 2021

CELLINK's Annual General Meeting 2021 will take place on April 26, 2021.

NOMINATION COMMITTEE

CELLINKs' AGM resolves on the principles for the appointment of the Nomination Committee. The AGM 2019 resolved that the Nomination Committee shall consist of five members, one of whom shall be the Chairman of the Board. The other members shall be appointed by the four largest shareholders in the company at the end of May. If the Chairman of the Board, directly or indirectly, is one of the four largest shareholders, the Chairman of the Board shall refrain from nominating a member to the Nomination Committee. The principles also include a procedure for the replacement of a member who leaves the Nomination Committee prematurely or where a member represents shareholders who no longer belong to the five largest shareholders in terms of voting rights.

The names of the members of the Nomination Committee shall be presented no later than six months before the AGM 2021. The composition of the Nomination Committee shall from time to time be published on CELLINK's website. A press release stating the composition of the Nomination Committee and how shareholders can submit proposals to the Nomination Committee was published on October 20, 2020 and has been made available on CELLINK's website. Rolf Classon, appointed by Erik Gatenholm, Claes Dinkenspiel appointed by Héctor Martínez, Malin Björkmo appointed by Handelsbanken Fonder, Jannis Kitsakis appointed by Fjärde AP-fonden and Carsten Browall, Chairman of the Board of CELLINK, was appointed as members of the Nomination Committee. Together, the Nomination Committee represented approximately 62 percent of the votes in CELLINK.

The Nomination Committee shall submit proposals for resolution to the AGM 2021 regarding the election of the Chairman of the AGM, the number of Board members, the election of the Chairman and other members of the Board, Board remuneration and remuneration for committee work, election and remuneration of auditors, and, where applicable, changes in the instructions for the Nomination Committee.

AUDITOR

CELLINK's auditors are elected at the AGM. The AGM 2019 resolved in accordance with the Nomination Committee's proposal for the re-election of Deloitte AB with Fredrik Jonsson as auditor in charge.

Audit work

The auditor shall review the company's annual accounts and the administration of the Board of Directors and the CEO. After each financial year, the auditor shall submit an auditor's report and a consolidated audit report to the AGM. According to CEL-LINK's Articles of Association, CELLINK must have at least one auditor and no more than one deputy auditor.

The auditor in charge has reported his observations from the audit work to the Board of Directors and the Audit Committee. Within this framework, the annual report, the accounting and the Board of Directors as well as the CEO's management has been reviewed. In addition to the audit assignment, which is paid according to the customary charging standards, Deloitte AB has during the financial year provided services of approximately MSEK 2.7 consisting of consultations and audit-related services.

THE BOARD OF DIRECTORS

According to the Articles of Association, CELLINK's Board of Directors shall consist of a minimum of three and a maximum of eight members elected by the AGM. CELLINK's Board of Directors consists of seven members elected by the AGM, without deputies.

The Board of Directors follows written rules of procedure which are revised annually and shall be adopted at the statutory Board meeting each year. The Rules of Procedure regulate, among other things, Board practices, functions and the distribution of work between the Board members and the CEO. In connection with the statutory Board meeting, the Board also establishes the instructions for the CEO including the financial reporting.

Evaluation of the Board's work

The Board of Directors annually conducts a systematic evaluation where the members are given the opportunity to present their views on working methods, Board materials and their own and other Board members' efforts in the Board's work. The purpose is to improve the work of the Board and provide the Nomination Committee with relevant decision guidance documentation prior to the AGM.

Independence

According to the Code, a majority of the members elected at the AGM must be independent in relation to the company and the executive management; also, at least two of these members must be independent in relation to the company's major shareholders.

CELLINK's Board of Directors is considered to have met the requirements of the Code regarding independence, since six of the members elected at the AGM are considered independent of both the company and the executive management as well as of the company's major shareholders. During 2020, all members elected by the AGM have been independent in relation to the company and its executive management as well as to major shareholders, with the exception of board member Erik Gatenholm as he is the CEO and largest shareholder in the company.

Board work and responsibilities

At the AGM 2019, six ordinary members were elected with competence in both medical technology and the field of finance and strategy. The company's CFO, Gusten Danielsson, has been secretary of the Board during the year. During 2019/2020, the Board of Directors held 29 meetings (22), all of which have been kept by minutes. The CEO and the CFO have been rapporteurs at Board meetings. On a couple of occasions, other members of Group Management have also been rapporteurs.

The Board of Directors oversees the work of the CEO and is responsible for ensuring that the organisation, management and guidelines for the company's funds are appropriately structured. The Board of Directors is also responsible for ensuring that the company is organised in such a way that there is effective internal control, and that effective systems exist for monitoring the business and its risks, and for compliance with laws, rules and internal guidelines. The Board of Directors is also responsible for the development and follow-up of the company's strategies through plans and objectives, decisions on acquisitions and divestments of operations, major investments, appointments and remuneration of management and ongoing follow-up during the year. The Board of Directors establishes the budget and annual accounts.

Elected Board meetings Remuneration
committee
Audit committee Total remuneration
Carsten Browall 2018 29/29 4/4 7/7 425
Artur Aira1 2017 25/29 - - 150
Erik Gatenholm 2016 29/29 - - -
Ingela Hallberg 2017 28/29 4/4 - 150
Aristotelis Nastos2 2020 0/29 - - -
Göran Nordlund3 2016 7/29 - 1/7 -
Bengt Sjöholm 2016 29/29 4/4 3/7 175
Helena Skåntorp4 2019 22/29 - 6/7 200
Christian Wildmoser4 2019 22/29 4/4 - 150

1Announcement on October 2, 2020 that Artur Aira will leave his position as board member to become Business Area Manager for CELLINKs business area Bioprinting from January 1, 2021.

2Aristotelis Nastos was elected board member on the Extraordinary General Meeting which took place on December 17, 2020.

3Göran Nordlund declined re-election as Chairman of the Board and was succeeded by Carsten Browall who was elected Chairman of the Board on the Annual General Meeting December 18, 2019.

4Elected as board members at the Annual General Meeting which took place on December 18, 2019 and has subsequently attended all board and committee meetings during the period, ie. 22/22 and 6/6 respectively.

Rules of Procedure for the Board of Directors

Before each meeting, proposals for the agenda and the basis for the issues to be dealt with at the meeting are sent in advance. The draft agenda is drawn up by CEO in consultation with the Chairman. Matters reported to the Board are for information, discussion or decision. Decisions are taken only after discussion and after all members present have been given the opportunity to comment. The Board's broad experiences in various areas provides a constructive and open discussion. During the year, no member has reserved his or her duty against any decision-making matter. Open questions are followed up on an ongoing basis.

The Board's Committees

The Board has the full knowledge of, and responsibility for, all matters on which it must make resolutions. During the year, work was carried out in two committees appointed by the Board; the Audit Committee and the Remuneration Committee.

Audit committee

The company has an Audit Committee consisting of Helena Skåntorp (chairman), Carsten Browall and Bengt Sjöholm. The tasks of the Audit Committee are set out in its rules of procedure, which are adopted annually. Without prejudice to the responsibilities and tasks of the Board of Directors, the Audit Committee shall monitor CELLINK's financial reporting, monitor the effectiveness of CELLINK's internal control and risk management, stay informed of the audit of the annual accounts and consolidated accounts, monitor the handling of related party transactions, review and monitor the auditor's impartiality and independence, paying particular attention to whether the auditor provides the company with services other than audit services, and assist in the preparation of procurement of audit services.

Remuneration Committee

The company has a remuneration committee consisting of

Carsten Browall (chairman), Ingela Hallberg, Christian Wildmoser and Bengt Sjöholm. The tasks of the Remuneration Committee are set out in its rules of procedure, which are adopted annually. The Remuneration Committee shall prepare proposals regarding remuneration principles, remuneration and other terms of employment for the Company's senior executives. The Remuneration Committee is also tasked with reviewing and evaluating the Company's program for variable remuneration to senior executives, compliance with the guidelines for remuneration to senior executives decided by the AGM and the Company's current remuneration levels and structures.

CEO

In accordance with the rules of the Swedish Companies Act and other legislation, the CEO has to manage day-to-day management in accordance with the Board's guidelines and instructions, and to take the necessary measures to ensure that the company's accounts are handled in a satisfactory manner. Furthermore, the CEO shall ensure that the Board of Directors receives information on an ongoing basis necessary to adequately monitor the company and the group's financial situation, position and development and otherwise fulfil its reporting obligation regarding financial conditions. The CEO is also responsible for preparing reports and compiling management information prior to Board meetings and is the rapporteur of the material at Board meetings.

The CEO shall keep the Board of Directors continuously informed of the development of the company's operations, the development of turnover, the company's results and financial position, the liquidity and credit situation, major business events and any other event, circumstance or relationship that is likely to be of material importance to the company's shareholders.

Guidelines for remuneration to the CEO and Senior Executives

At the AGM on December 18, 2019, it was resolved to

introduce guidelines for remuneration to the CEO and senior executives. Senior executives refer to the CEO, CFO and CTO, who together form the company's management. The guidelines essentially contain the following.

The company shall offer market conditions that allow the company to recruit and retain competent employees. Remuneration to senior management shall consist of fixed salary, variable remuneration, long-term incentive programmes, pensions and other customary benefits. The remuneration is based on the individual's commitment and performance in relation to pre-established goals and both individual and common goals for the entire company. Evaluation of the individual performance is carried out continuously.

Generally, the fixed salary is reviewed once a year and should consider the individual's qualitative performance. The fixed salary of the CEO and other senior executives shall be market-based. Variable remuneration shall consider the individual's level of responsibility and the degree of influence. The amount of variable remuneration is based on the individual's percentage fulfilment of the established qualitative targets in relation to the company's turnover for the established financial year and the key ratio EBIT. Variable remuneration shall amount to a maximum of 30 percent of the fixed salary of the CEO and 20 percent of the fixed salary for other senior executives.

The AGM decides on share or share price-related incentive programs. Before each AGM, the Board of Directors shall consider whether such a long-term incentive program should include the company's senior executives. Incentive programs shall contribute to long-term value growth and that the company, participants and shareholders receive a common interest in the positive value development of the share.

The company offers insurance and pension benefits in accordance with the company's current policy. In addition, the Company shall, for the benefit of senior executives, draw and pay for service group life insurance (TGL) and accident insurance, as well as health insurance.

Between the company and the CEO shall be a mutual period of notice of six months. During the period of notice, normal salary and other employment benefits shall be paid. If the CEO finds any other employment that the company approves during the period of notice, the remuneration shall be settled with what the CEO will receive from such new employment. In addition, the CEO shall be entitled to severance pay equal to six fixed monthly salaries to be paid in a lump sum. For other senior executives, a notice period of three to six months shall apply. During the period of notice, normal salary and other customary benefits, such as insurance and pension benefits, occupational health services, etc. apply. Such other benefits shall not constitute a substantial part of the total remuneration.

The Board of Directors has the right to deviate from the above guidelines if the Board of Directors considers that in an individual case, there are special reasons for justifying it.

The Board of Directors has appointed a Remuneration Committee to prepare questions regarding remuneration and other terms of employment for the company's management. Ahead of the AGM 2021, the Remuneration Committee will present new guidelines for remuneration to senior executives.

ADDITIONAL INFORMATION ON CELLINK.COM

  • Articles of Association
  • Information from previous AGM's (notices, minutes, resolutions)
  • Information about the Nomination Committee
  • Corporate Governance Report 2018/2019

CELLINK'S SYSTEM FOR INTERNAL CONTROL

The Board of Directors is responsible for internal control in accordance with the Swedish Companies Act and the Code. According to the Swedish Annual Accounts Act, the Corporate Governance Report shall include information about the most important elements of the company's system for internal control and risk management in conjunction with financial reporting. In addition, the Board of Directors is responsible for ensuring that there are suitable systems for monitoring and controlling the company's operations and the risks associated with the company and its operations.

The overall purpose of internal control is to reasonably ensure that the company's operational strategies and objectives are followed up and that the shareholders' investment is protected. Furthermore, internal control shall ensure that external financial reporting is reliable and prepared with reasonable certainty in accordance with generally accepted accounting principles, in compliance with applicable laws and regulations and in compliance with requirements for publicly listed companies.

CELLINK's internal control structure is mainly based on the following five components:

  • Control environment
  • Risk assessment
  • Control activities
  • Follow-up
  • Information and communication

In addition to the above-mentioned internal control, there is also internal activity-specific control of data in relation to research and development and a quality control that includes systematic monitoring and assessment of CELLINK's development and manufacturing work.

Control environment

The Board of Directors have established a number of documents for the company's internal control and governance, including rules of procedure for the Board and instructions for the CEO and the Board's committees, reporting instructions and a financial policy, all of which aim to ensure a clear definition of roles and responsibilities.

The Board of Directors have the overall responsibility for internal control regarding financial reporting. In order to create and maintain a functioning control environment, the Board has adopted a number of policies and policy documents that regulate financial reporting. These consist mainly of the Board's rules of procedure, the CEO's instructions, the audit committee's rules of procedure and instructions for financial reporting. The company also has a financial policy that includes principles, guidelines and process descriptions for accounting and financial reporting.

The responsibility to maintain an effective control environment and the ongoing work with internal control and risk management is the responsibility of the CEO who reports to the Board based on established procedures. The responsibility for internal activity-specific control in day-to-day operations lies with the CEO.

Risk assessment

The risk assessment includes identifying risks that may arise if the fundamental requirements of financial reporting in the company are not met. CELLINK's management team has in a special risk register identified and evaluated the risks that arise in the company's operations and evaluated how the risks can be managed. CELLINK's management shall annually carry out an overall risk assessment regarding strategic, operational and financial risks and present them to the Audit Committee and the Board of Directors. The CEO is responsible for the presentation and the management's risk assessment shall be reviewed by CELLINK's CFO on an annual basis before being presented to the Audit Committee and the Board of Directors. Within the Board, the Audit Committee is primarily responsible for continuously evaluating the company's risk situation, after which the Board also conducts an annual review of and assesses the risk situation.

Control activities

Control activities limit identified risks and ensure accurate and reliable financial reporting. The Board of Directors is

responsible for internal control and follow-up of the company's management. This is done through both internal and external control activities as well as through review and follow-up of the company's control documents related to risk management. The effectiveness of the control activities is evaluated annually, and the results of these evaluations are reported to the Board of Directors and the Audit Committee. In agreements with important subcontractors, the company is guaranteed the right to review the respective subcontractor's fulfilment of current services, including quality aspects.

Follow-up

Compliance with, and the effectiveness of, internal controls is monitored on an ongoing basis. The CEO ensures that the Board of Directors receives ongoing reporting on the development of CELLINK's operations, including the development of the company's results and position, as well as information about important events, such as research results and important agreements. The CEO also reports these issues at each ordinary Board meeting. The Company's compliance with applicable policies and policy documents is subject to annual evaluation. The results of these evaluations are compiled by CELLINK's CFO and are reported annually to the Board of Directors and the Audit Committee.

Information and communication

The company has information and communication channels aimed at promoting the accuracy of the financial reporting and enabling reporting and feedback from the Board and management, for example by making governance documents in the shape of internal policies, guidelines and instructions regarding the financial reporting available and known to the employees concerned. The Board has also adopted an information policy that regulates the company's disclosure of information.

AUDITOR'S REPORT ON THE CORPORATE GOVERNANCE STATEMENT

This auditor's report is a translation of the Swedish language original. In the events of any differences between this translation and the Swedish original the latter shall prevail.

To the general meeting of the shareholders in CELLINK AB (publ) corporate identity number 559050-5052

Engagement and responsibility

It is the board of directors who is responsible for the corporate governance statement for the financial year 2019-01-01 - 2020-12-31 on pages 116-121 and that it has been prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination has been conducted in accordance with FAR's auditing standard RevU 16 The auditor's examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

Opinions

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the annual accounts and the consolidated accounts and are in accordance with the Annual Accounts Act.

Gothenburg March 17, 2021 Deloitte AB

Fredrik Jonsson

Authorized Public Accountant

BOARD OF DIRECTORS

1 CARSTEN BROWALL

Born 1958. Chairman since 2019 and member of the board since 2018. Chairman of the Remuneration Committee and member of the Audit Committee.

Education and work experience:

M.Sc. in economics from the University of Gothenburg. Professional board work. Extensive experience of the medical device and healthcare sectors in fast-growing companies such as Mölnlycke, Nobel Biocare, Capio, Vitrolife and Unfors RaySafe.

Other assignments and positions:

Chairman of GHP Speciality Care AB (publ), board member of Bure Equity AB, and CEO of Carbo AB.

Shareholding in CELLINK:

Options: 160,000

Independent in relation to the company and group management and to the company's major shareholders.

2 ERIK GATENHOLM

Born 1989. Board member and CEO since 2016.

Education and work experience:

B.Sc. at Virginia Tech University and an MBA from Gothenburg University. Erik has documented success in biotechnology entrepreneurship with more than 13 years of entrepreneurial experience. Honors include: Forbes 30 Under 30, MIT Review 35 Under 35, and Entrepreneur of the year 2020.

Other assignments and positions:

Board member of CELLINK AB and chairman of CELLINK Options AB.

Shareholding in CELLINK:

A-stock: 848,958, B-stock: 8,948,036 Ownership: 19.0%, Voting right: 26.8%

Dependent in relation to the company and group management and to the company's major shareholders.

3 INGELA HALLBERG

Born 1955. Board member since 2017. Member of the Remuneration Committee.

Education and work experience:

Doctor by training with a medical degree from the University of Gothenburg. After several years of working as physician, she has spent +20 years in leadership roles for various pharma industry leaders such as Bayer Healthcare, Lundbek A/S and Merck KGaA.

Other assignments and positions:

Owner and board member of MedCom-Advice AB.

Shareholding in CELLINK:

Options: 90,000

Independent in relation to the company and group management and to the company's major shareholders.

4 ARISTOTELIS NASTOS

Born 1967. Board member since 2020.

Education and work experience:

Ph.D. in Molecular and Cell Biology. He has more than 20 years of experience from the European VC Industry with a broad network and deep insight in the global Life Science and financing industry.

Other assignments and positions:

Head of Life Sciences & Cleantech at NRW.BANK, board member of Abalos Therapeutics GmbH, Fasciotens GmbH, Emergence Therapeutics AG and Resolve Biosciences GmbH and member of Board of Directors of AYOXXA Biosystems GmbH, CEVEC Pharmaceuticals GmbH and Cryotherapeutics GmbH.

Shareholding in CELLINK: -

Independent in relation to the company and group management and to the company's major shareholders.

5 BENGT SJÖHOLM

Born 1953. Board member since 2016. Member of the Remuneration Committee and the Audit Committee.

Education and work experience:

M.Sc. in electrical engineering from Lund University of Technology. He has been CEO of several Swedish companies such as Tylö and CEO of one of the business areas within the Getinge Group.

Other assignments and positions:

Chairman and CEO of BSJ i Halmstad AB and board member of Avidicare Holding AB, Integrum AB, Handelstriangeln AB, Mentice Ab and Texor AB.

Shareholding in CELLINK:

B-stock: 188,276, Options: 100,000 Ownership: 0.4%, Voting right: 0.3%

Independent in relation to the company and group management and to the company's major shareholders.

6 HELENA SKÅNTORP

Born 1960. Board member since 2019. Chairman of the Audit Committee.

Education and work experience:

Long experience from leading positions as CEO and CFO, for example for Jarowskij AB and Arla, and Doctoral student at Stockholm School of Economics. She has been a member of boards of listed companies for more than 15 years.

Other assignments and positions:

Chairman of Nielstorp AB, Plint AB and Ljung & Sjöberg AB. Board member of ByggPartner i Dalarna AB, ByggPartner i Dalarna Holding AB (publ) and Mekonomen AB (publ).

Shareholding in CELLINK:

B-stock: 4,000, Options: 40,000

Independent in relation to the company and group management and to the company's major shareholders.

7 CHRISTIAN WILDMOSER

Born 1955. Board member since 2019. Member of the Renumeration Committee.

Education and work experience:

Doctor of Economics and has worked in banking for 25 years. He has been a partner of CVC Capital Partners for 16 years with responsibility for the operations in German-speaking Europe. Today, he is a private investor in growth companies.

Other assignments and positions:

Chairman of Waterdrop Microdrinks GmbH, board member of 1Drop SA, and Board of the African Parks Foundation

Switzerland.

Shareholding in CELLINK:

B-stock: 318,492, Options: 40,000 Ownership: 0.6%, Voting rights: 0.5%

Independent in relation to the company and group management and to the company's major shareholders.

EXECUTIVE MANAGEMENT

1 ERIK GATENHOLM Chief Executive Officer

Born 1989. CEO since 2016.

Education and work experience:

B.Sc. at Virginia Tech University and an MBA from Gothenburg University. Erik has documented success in biotechnology entrepreneurship with more than 13 years of entrepreneurial experience. Honors include: Forbes 30 Under 30, MIT Review 35 Under 35, and Entrepreneur of the year 2020.

Other board assignments:

Board member of CELLINK AB and chairman of CELLINK Options AB.

Shareholding in CELLINK:

A-stock: 848,958, B-stock: 8,948,036 Ownership: 19.0%, Voting right: 26.8%

4 ARTUR AIRA Business Area Manager

Born 1967. Business Area Manager Bioprinting since 2020.

Education and work experience:

Medtech Eng., and MBA, Chalmers. More than 25 years' experience in Life Science (biotech, Pharma, Diagnostics). Former CEO of Organon, bioMerieux Nordics, Addtech Life Lifescience, Addlife dvlp, COO and Exec VP Addlife and Abigo Medical AB.

Other board assignments:

Has Board member experience of more than 35 companies. Board member of Integrum and Predicare. Board member of CELLINK 2017-2020.

Shareholding in CELLINK:

Options: 120,000

7 KARIN DANIELSSON

Global HR Director

Born 1982. Global HR Director since 2018.

Education and work experience:

Bachelor of Arts in Organizational Communication. Management Consultant at Mercuri Urval AB, Founder of Real Estate companies, Sales Manager at 118100 AB, procurement lawyer at Mercell AB, Business Controller at Rut&Circle AB.

Other board assignments:

Chairman of the Board Concept Sverige AB, Board member in Sandbäck 1:166 Fastighets AB and Mölnlycke Bygg & Mark AB. CEO Sweden House Concept AB.

Shareholding in CELLINK: B-stock: 2,150, Options: 104,000

2 GUSTEN DANIELSSON

Chief Financial Officer

Born 1992. CFO since 2016.

Education and work experience:

M.Sc. in Innovation & Industrial Management from Gothenburg University. Founder of Escape House and Matvänner. Previously CEO of Handels Capital Management.

Other board assignments:

Board member of Escape House AB, Matvänner AB, Castlemaine Consulting AB and CELLINK Options AB.

Shareholding in CELLINK:

A-stock: 83,333, B-stock: 1,289,232 Ownership: 2.7%, Voting right: 3.3% Options: 176,000

5 DR. HOLGER EICKHOFF Business Area Manager

Born 1965. Business Area Manager Industrial Solutions since 2020. CEO SCIENION since 2001.

Education and work experience:

Diploma in Chemistry Heidelberg University. PhD in Biology University Jena. Post Doc at Max Planck for Molecular Genetics. Founder SCIENION.

Other board assignments: -

Shareholding in CELLINK: B-stock: 251,660 Ownership: 0.5%, Voting right: 0.4%

3 HÉCTOR MARTÍNEZ Chief Technology Officer

As mechanical and biomedical engineer, Héctor received his doctorate in Cartilage Tissue Engineering from Chalmers University of Technology and has eight years' experience in biomaterials, tissue engineering and 3D bioprinting technologies.

Other board assignments:

Board member of CELLINK Options AB.

Shareholding in CELLINK:

A-stock: 567,709, B-stock: 5,867,284 Ownership: 12.5%, Voting right: 17.7%

6 DR. JONAS SCHÖNDUBE

Business Area Manager

Born 1985. Business Area Manager Biosciences since 2020. CEO cytena since 2014.

Education and work experience:

M.Sc. in Micro and Nanosystems from ETH Zurich. PhD in Engineering from University of Freiburg. Founder and CEO of cytena.

Other board assignments: Board member cytena Bioprocess Solutions co. Ltd., Taiwan.

Shareholding in CELLINK:

B-stock: 238,168, Options: 60,000 Ownership: 0.4%, Voting right: 0.4%

8 NICLAS EMANUELSSON

Head of Global Operations

Born 1971. Head of Global Operations since 2020.

Education and work experience:

MSc in Mechanical Engineering, Chalmers, Gothenburg. Held Operations Management positions at Tradex Converting AB, Tradex Converting de Mexico, Brady Converting AB and ASSA OEM AB. Regional Manager, Global Business Development at Business Sweden. Chairman of the Board at Ale El Ekonomisk Förening

Other board assignments: -

Shareholding in CELLINK:

Options: 30,000

Shareholding in CELLINK per December 31, 2020.

MULTI-YEAR OVERVIEW

kSEK 2019/2020
16 months
2018/2019
12 months
2017/2018
12 months
2016/2017
12 months
2016
8 months
INCOME
Net sales 416,009 105,457 45,337 13,159 3,618
Change in inventory 3,468 7,816 1,697 1,965 -
Own work capitalized 60,718 15,938 10,474 4,012 -
Other operating income 28,128 18,402 6,935 2,740 135
Gross profit 298,633 75,423 29,085 8,966 2,301
Other operating costs -439,406 -113,517 -46,122 -16,604 -2,690
Operating profit -51,927 -3,754 372 -887 -255
Profit/loss from financial items -2,295 3,808 695 160 -595
Profit before tax -54,222 54 1,068 -728 -852
Tax 5,228 527 116 21 -
Net profit of the year -48,994 581 1,183 -707 -852
Other comprehensive income -57,760 5,080 -86 60 -
TOTAL RESULTS -106,754 5,661 1,097 -647 -852
Summary of cash flow analyzes
Cash flow from operating acitivities -79,400 -15,818 -12,263 -1,491 -1,179
Cash flow from investing activities -827,972 -110,198 -97,374 -47,587 -3,790
Cash flow from financing activities 1,308,887 140,334 121,777 56,748 8,024
Cash flow for the period 401,515 14,318 12,141 7,669 3,056
Cash and cash equivalents at
the beginning of the year
39,845 23,038 10,664 3,056 0
Exchange rate differences in
cash and cash equivalents
-6,463 2,489 233 -60 0
Cash and cash equivalents at
the end of the year
434,897 39,845 23,038 10,664 3,056
kSEK 2020-12-31 2019-08-31 2018-08-31 2017-08-31 2016-08-31
BALANCE SHEET
Fixed assets 1,446,702 404,353 33,137 15,645 3,205
Current assets 1,067,289 198,770 161,845 53,319 4,829
Total assets 2,513,991 603,123 194,982 68,964 8,034
Equity 2,208 471 549,642 186,160 59,659 2,315
Long-term liabilities 151,130 16,989 600 2,700 4,907
Current liabilities 154,390 36,492 8,221 6,605 812
Total equity and liabilities 2,513,991 603,123 194,982 68,964 8,034

KEY FIGURES

Key figures 2019/2020
16 months
2018/2019
12 months
2017/2018
12 months
2016/2017
12 months
2016
8 months
Gross margin, % 71.8% 71.5% 64.2% 68.2% 63.6%
Operating margin before depreciation
(EBITDA), %
0.2% 3.2% 6.6% 3.0% -7.0%
Operating margin (EBIT), % -12.5% -3.6% 0.8% -0.2% -7.0%
Other measures 2020-12-31 2019-08-31 2018-08-31 2017-08-31 2016-08-31
Average number of employees 215 95 48 18 7
Net debt (-) / net cash (+) position 755,738 108,518 135,906 41,618 56
Solidity 88% 91% 95% 87% 29%
Share data
Average number of shares outstanding 44,888,273 34,907,324 30,865,408 26,916,148 40,000
Number of shares outstanding on the
balance sheet date
51,601,285 38,984,776 33,293,756 28,962,704 40,000
Earnings per share before dilution, SEK -1.10 0.02 0.04 0.00 -21.3
Earnings per share after dilution, SEK -1.10 0.02 0.04 0.00 -21.3
Share price on balance sheet date, SEK 234.5 66.25 36.5 23.5 N/A
Market capitalization on balance day,
MSEK
12,101 2,612 1,215 681 N/A

DEFINITIONS

Gross margin

Net sales minus raw materials and supplies reduced by inventory changes as a percentage of net sales for the period.

Operating margin before depreciation

Operating profit before depreciation as a percentage of the period's net sales (EBITDA).

Operating margin

Operating profit after depreciation as a percentage of the period's net sales (EBIT).

Net debt

Interest-bearing liabilities minus interest-bearing receivables, short-term investments, cash and cash equivalents.

Solidity

Equity and holdings without controlling influence as a percentage of total assets.

Average number of outstanding shares

Weighted average number of shares outstanding during the period.

Earnings per share before dilution

Profit for the period in relation to the average number of shares outstanding during the period.

Earnings per share after dilution

Profit for the period in relation to the adjusted average number of shares to include all potential dilution of shares.

ALTERNATIVE PERFORMANCE MEASURES

In this annual report, alternative key figures are stated, which supplement the measures defined or specified in the applicable rules for financial reporting. Some of these measures are defined in IFRS, others are alternative measures and are not recognized in accordance with applicable financial reporting frameworks or other legislation.

The alternative performance measures are derived from the company's consolidated financial statements. The measures are used by CELLINK to provide clearer or more in-depth information in their context than the measures defined in the applicable rules for financial reporting, and thus to help investors and management alike to analyze its operations. Below are descriptions of the measures in this annual report, together with definitions and the reason why they are used. Alternative performance measures are given then.

Alternative
performance measure
Definition Purpose
Gross profit Net sales less raw materials and consumables
reduced by change in inventories.
Shows the efficiency of CELLINK's operations and
together with EBITDA gives an overall picture of the
ongoing profit generation and expenses.
Gross margin Gross profit as a percentage of net sales. A ratio used to analyze the company's effectiveness
and value creation.
Operating profit before
depreciation and
amortization (EBITDA)
Earnings before interest, taxes, depreciation and
amortization.
This indicator is a useful measure for showing the
earnings generated in day-to-day operations. As op
erating profit is burdened by amortization of surplus
values linked to the acquisitions made by CELLINK,
Group management considers operating profit before
amortization (EBITDA) to be a fair measure of the
Group's earning capacity.
Operating margin
(EBITDA, %)
Earnings before interest, taxes, depreciation and
amortization (EBITDA) as a percentage of net sales.
CELLINK considers the EBITDA margin to be a useful
measure for showing the earnings generated in oper
ating activities.
Operating profit
(EBIT)
Earnings before interest and similar items and
taxes.
CELLINK considers operating profit (EBIT) to be a
useful measure for showing the earnings generated in
operating activities.
Operating margin
(EBIT, %)
Operating profit (EBIT) as a percentage of net
sales.
CELLINK considers the operating margin to be a
useful measure for showing the earnings generated in
operating activities.
Equity/assets ratio Equity divided by total assets. CELLINK considers the equity/assets ratio to be a
useful measure of the company's survival.
Net debt (-)/Net cash (+)
excl. leasing
Short-term investments and cash and cash
equivalents, minus interest-bearing non-current
and current liabilities excluding lease liabilities. A
positive number indicates net cash.
CELLINK believes that net debt is a useful measure of
the company's survival and its ability to execute on an
established business plan.
Organic sales growth Growth generated from operations in companies
that existed in the Group during the corresponding
comparison period.
Shows the growth in the existing business adjusted
for acquisitions in the last 12 months.

RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES

2019/2020 2018/2019
Gross profit 16 month 12 month
Net sales 416,009 105,457
Raw materials and consumables reduced by change in inventories -117,376 -30,034
Gross profit 298,633 75,423
Gross margin, %
Gross profit 298,633 75,423
Net sales 416,009 105,457
Gross margin, % 71.8% 71.8%
Operating profit before depreciation and amortization (EBITDA)
Operating profit/loss -51,927 -3,754
Depreciation and amortization
Operating profit before depreciation and amortization (EBITDA)
52,743
816
7,105
3,351
Operating margin before depreciation and amortization (EBITDA, %)
EBITDA 816 3,351
Net sales 416,009 105,457
EBITDA margin, % 0.2% 3.2%
Operating margin (EBIT), %
Operating profit/loss -51,927 -3,754
Net sales 416,009 105,457
Operating margin, % -12.5% -3.6%
Organic sales growth, %
Net sales 416,009 105,457
Net sales generated from companies acquired in the last 12 months -186,267 -18,594
Organic net sales
Net sales, comparison period
229,742
155,646
86,863
45,337
Organic sales growth, % 48% 92%
Equity ratio, % 2020-12-31 2019-08-31
Equity 2,208 471 549,642
Total assets 2 513,991 603,123
Equity ratio, % 88% 91%
Net debt (-)/Net cash (+) excl. leasing
Short-term investments 349,536 69,273
Cash and cash equivalents 434,897 39,845
Long-term interest-bearing liabilities excluding lease liabilities -26,695 -600
Short-term interest-bearing liabilities excluding lease liabilities -2,000 -
Net debt (-)/Net cash (+) 755,738 108,518

GLOSSARY

3D cell culture

The culturing of cells in an artificially created three dimensions that allows cells to interact, proliferate or mature in environments that are more physiologically relevant to in vivo conditions.

Bioconvergence

A revolution bringing together engineering, artificial intelligence, nanotechnology and biology to inspire and create advanced, efficient and cost-effective solutions for the healthcare challenges of today and the future.

Bioprinting

Using principles of three-dimensional (3D) printing, a combination of cells, growth factors or other biocompatible components, also knowns as bioinks, are assembled for 3D cell culturing, creating constructs and engineering tissue, organ or disease models for research in the life sciences and regenerative medicine.

Biosciences

Our division of Biosciences encompasses a range of bioprocessing technologies and devices that automate tasks in the lab that were previously very labor-intensive, like liquid handling, single-cell dispensing, multi-omics and next-generation sequencing.

Cell line development

Method of generating a clonal cell line from a single progenitor cells in order to minimize population heterogeneity. A single cell proliferates to form colonies that can be used to develop biologics or recombinant products.

Industrial Solutions

From early research to high-throughput manufacturing, our division of Industrial Solutions serves customers across many disciplines, including medicine, pharmaceuticals, cosmetics and food. They benefit from our unique product portfolio, total solution services and 20 years of expertise in next-generation multiplex analysis.

Multi-omics

Multi-omics is the area of biological analysis approach molecular and genetic biology to integrate diverse omics data such as genomic, transcriptomics, proteomics, epigenomics and metabolomics to find novel association between genotype and phenotype. It has transformed the field of medicine and biology in filling the gaps in understanding human health and disease.

Single cell omics

The genomes, transcriptomes and proteomes of single cells are analyzed to gain insights about cell development and diseases at the cellular level, as well as gene expression.

Workflow

A plan for the sequential execution of established processes and protocols in the laboratory in order to transform or analyze biomaterials in the life sciences. CELLINK's products and technologies are designed to streamline and optimize these workflows, so researchers are working smarter.

FINANCIAL CALENDAR AND CONTACT INFORMATION

Financial calendar

April 26, 2021 | Annual General Meeting 2021 May 12, 2021 | Q1 report 2021 and digital Capital Markets Day August 18, 2021 | Q2 report 2021 November 10, 2021 | Q3 report 2021 February 23, 2022 | Year-end Report 2021

For more information, please contact

Erik Gatenholm, CEO, CELLINK AB, [email protected] Gusten Danielsson, CFO, CELLINK AB, [email protected] Isabelle Ljunggren, Head of Communications, CELLINK AB, [email protected]

Annual Report 2019/2020

Production: CELLINK Cover: Shutterstock Photographers: Philip Svensson, Shutterstock

Domicile: Gothenburg Company registration number: 559050-5052

BERLIN BLACKSBURG BOSTON FREIBURG GOTHENBURG KYOTO PHOENIX STUTTGART

CELLINK AB (publ) Arvid Wallgrens Backe 20 413 46 Gothenburg, Sweden CELLINK 451 D Street, Suite 900 Boston, MA, 02210, USA CONTACT www.cellink.com [email protected]