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Cambi ASA

Annual Report Apr 26, 2023

3566_10-k_2023-04-26_3a42c541-d04b-455b-80ba-4533e65ff6d9.pdf

Annual Report

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Cambi ASA cambi.com

Skysstasjon 11A 1383 Asker, Norway

Table of contents

Cambi at a glance 04
Sustainability
Order intake and backlog
Operational highlights
Board
of
Directors'
report
09
Business overview
Highlights
Innovation
Consolidated financial information and risk management
Financial review
Financial risks and risk management
Parent company Financial review
People
Gender, diversity, and inclusion
Health, safety, the working environment, and quality (HSEQ)
Anti-corruption and human rights
Corporate governance
Events after the reporting period
Share capital
Business outlook
Consolidated
financial
statements
22
Notes to the consolidated financial statements
Parent
company
financial
statements
44
Notes to the parent company financial statements

Independent auditor's report

Cambi at a glance

Cambi is a global technology and solutions supplier for sustainable biosolids management, helping transform wastewater solids and organic wastes into renewable energy and soil products.

The company is recognised as the leading global supplier of thermal hydrolysis process (THP) technology, which is used in conjunction with anaerobic digestion to process sewage sludge and organic waste.

Cambi around the world

Cambi THP reference plants

countries

25

112 million

population equivalent capacity of projects

Cambi's thermal hydrolysis process

Before wastewater returns to nature, it undergoes a multi-step treatment process to remove organic matter, nutrients and pollutants. These solids, also called sewage sludge, may be fed into an anaerobic digester for sanitisation purposes and to harvest energy in the form of biogas.

Conventional wastewater treatment plants are ineffective at extracting biogas and thoroughly sanitising sludge. Cambi's THP exposes sludge to high temperature and pressure, making it more amenable to anaerobic digestion. It helps increase biogas production and creates a safe and clean biosolids product in significantly reduced amounts compared to conventional anaerobic digestion. The biosolids are suitable for all outlets, including land application and thermal processes such as drying, pyrolysis, and incineration.

Thermal hydrolysis is compatible with all sludge and waste treatment regulations and easy to integrate at new and existing anaerobic digestion sites.

Sustainability

Cambi is steadfast in its commitment to enabling cities to transform their organic waste streams into valuable bioresources through scalable, reliable, low-carbon technology solutions.

For more than 30 years, Cambi has been pursuing customer-centric innovation, product development, and technology commercialisation with sustainability at heart. Cambi's products and technology solutions abide by the EU Taxonomy principles, supporting 8 of the UN's 17 Sustainable Development Goals, 11 of the 169 corresponding targets, and 13 of the 231 unique sustainability indicators. In November 2022, Cambi was present at the global climate conference in Sharm-el-Sheikh, Egypt, participating in the launch of a report assessing the water sector's carbon footprint and ways to net zero emissions.

Through focus on quality, Cambi has grown into a profitable worldwide enterprise that provides modern, eco-friendly treatment systems which enhance the anaerobic digestion of wastewater solids and organic wastes. In Norway, Grønn Vekst is developing new soil product blends made of compost and mineral waste streams instead of methane-intensive peat and has invested in a modern soil packaging facility to support retail sales.

As the European Union is becoming increasingly ambitious in adopting circular economy models, reducing greenhouse gas emissions and moving to a fossil-free energy system, the regulations and incentives to move away from unsustainable

practices and adopt Cambi's solutions are increasingly more potent.

The proposed revision of the urban wastewater treatment directive, broadly supported by the water sector, requires all wastewater treatment plants of a certain size to become energy neutral by 2040. Biogas from sewage sludge is a lowhanging fruit towards reaching the target, best unleashed with thermal hydrolysis. Increased phosphorous and nitrogen recovery and reducing persistent pollutants at source are also welcome revisions which enable the safe recycling of treated wastewater solids to land, particularly in combination with thorough hygienisation through thermal hydrolysis.

Similar trends are also perceptible in other important markets. In the US, the Inflation Reduction Act provides substantial tax credit incentives for biogas, making more projects attractive for investment. In addition, an increasing number of developed and emerging economies are stepping up their carbon mitigation pledges and enacting provisions that make it more expensive to pollute and more attractive to adopt Cambi's solutions.

To meet increased interest in its solutions, Cambi is expanding its network of local representatives in new countries and stepping up communication and promotional efforts, to make its value proposition better known and understood among relevant stakeholders.

Order intake and backlog

Cambi landed historic contracts in 2022, including its first projects in Morocco, Bulgaria, and the state of California, USA. A contract for the first full-scale plant for industrial solids was also secured.

Order intake

  • Athens, Greece 1.
  • Safi, Morocco 2.
  • Lillestrøm, Norway 3.
  • Copenhagen, Denmark 4.

  • Fredrikstad, Norway (construction contract awarded in 2023) 6. Sofia, Bulgaria

  • San Francisco, USA 8. Secunda, South Africa: (first full-scale contract for industrial solids)

Backlog distribution in NOK million

Backlog by currency in NOK million

* 34% of the NOK backlog is linked to EUR, and adjusted based on FX rates at time of invoicing

The addition of new contracts more than doubled Cambi's order backlog compared to the previous year, growing by over 230% to NOK 1,066 million from NOK 460 million. The share of the order backlog for Cambi Group was 91% while that for Cambi Invest was 9%.

Not included in the backlog for Cambi Invest are Grønn Vekst's soil sales, as these are considered spot sales.

The backlog of Cambi Group is stated in multiple currencies, while Cambi Invest's backlog is in Norwegian kroner. Changes in project completion percentages and fluctuations in foreign exchange rates may impact backlog distribution.

Operational highlights

COMMISSIONING

Luoqi, Chongqing, China

The Chongqing Environment & Sanitation Group Co., Ltd constructed the Luoqi plant to treat the city's food waste and sewage sludge. It is set to be one of the largest co-digestion plants in the world. Cambi's thermal hydrolysis process (THP) will pre-treat imported solids from facilities serving approximately 1.5 million people before co-digestion with food waste, leading to higher biogas yields.

COMMISSIONING

Franklin, Tennesee, USA

One of Tennessee's best-performing wastewater treatment facilities, the Franklin Water Reclamation Facility (WRF) of the City of Franklin, was upgraded to use advanced digestion as part of the city's Integrated Water Resource Plan. The project will result in cost savings for the plant, as the City will utilise the produced renewable energy and stop transporting the biosolids to a location in Lewisburg, 90 miles away.

COMMISSIONING

Cielcza, Jarocin, Poland

The Cielcza sewage treatment plant in west-central Poland, Cambi's fourth project in the country, is owned by Jarocin Waterworks. The project received funding from the EU and will contribute to the Baltic Sea Action Plan (BSAP) to help address the eutrophication levels in the Baltic Sea, which are some of world's highest. Jarocin intends to use the processed solids as agricultural or biosolids fertiliser.

Board of Directors' Report

Business overview

Cambi is a medium-sized multinational enterprise delivering technology and solutions that improve sewage sludge and organic waste treatment. Established in 1992, Cambi has built a portfolio of proven and patented technologies, developed strong marketing, sales, and support capabilities, and can reference more than 80 well-performing plants in 25 countries on six continents.

Cambi is headquartered in Asker near Oslo, Norway, and has subsidiaries in the UK, US, Denmark, France, Spain, Germany, China, South Korea, and Singapore. The headquarters hosts all business functions except manufacturing, which takes place in Congleton, UK. The country offices are responsible for regional sales, project execution and operations support. Purchasing is done in Norway and the UK, except for sourcing related to office management and local content requirements.

The company is listed under ticker CAMBI on Euronext Growth Oslo, a multilateral trading facility part of Euronext, the largest stock exchange platform in Europe. Quarterly reports on results and operations and detailed annual reports are available at www.cambi.com.

Business segments

Cambi has two distinct business segments:

Cambi Group

This business segment is focused on developing and marketing THP technology. Its two subsegments, Equipment and Services, are concerned with the following:

  • Equipment: research, development, manufacturing, sales, and project delivery for proprietary THP systems and related ancillaries
  • Services: customer and process performance support, maintenance, upgrades, spare parts sales, and consulting

Cambi Invest

This business segment is the company's expansion arm tackling acquisitions and investment opportunities. It's comprised of:

  • Design-Build-(Finance)-Operate or DB(F)O Projects: the development of THP projects that the company intends to privately finance and operate
  • Recycling: currently consists of Cambi's wholly-owned subsidiary Grønn Vekst AS, Norway's leading sludge and organics recycling company and producer of peatfree soil

Grønn Vekst AS handles sewage sludge, garden waste, and other organic waste from municipalities, making and commercialising a wide range of organic soil products. It collects the organic waste streams from upstream clients with transportation outsourced to local players. Soil production usually takes place at stone quarries, and soil product transportation is arranged directly by construction companies or outsourced. In 2022, Grønn Vekst conducted business exclusively in Norway.

Highlights

Though a portion of 2022 was marked by a few setbacks due to supply chain disruptions and customer delays at the sites, the fourth quarter saw an uptick in project momentum. The company achieved a full-year revenue of NOK 440 million, just slightly lower than the revenue of NOK 458 million in 2021.

EBITDA* was NOK 3 million compared to NOK 37.5 million in 2021, and the gross margin of NOK 222 million was slightly lower than last year due to lower revenue, offset by modest gross margin expansion. The increase in sales, general and administrative costs to NOK 219 million in 2022, from NOK 186 million last year, was primarily driven by higher operating expenses from more sales activities, additional hired-in personnel, and higher cost levels due to inflation. Payroll expenses also increased with headcount and salaries.

Order intake ended at NOK 1,046 million, more

than double the NOK 480 million recorded in 2021. The year saw the signing of seven Equipment contracts, including the first contracts in two new countries - Morocco and Bulgaria. Consequently, the order backlog increased to NOK 1,066 million at year-end 2022, from NOK 460 million at the end of 2021.

The Cambi Group segment's operating profit was NOK (12.9) million, down from NOK 27.9 million in 2021. This was driven by lower revenue and higher sales, general and administrative costs, and partially offset by a gross margin expansion of 2.1 percentage points to 54.7% in 2022.

The Cambi Invest segment's operating profit was NOK (2.7) million, down from NOK 0.8 million in 2021. This was attributed to a lower gross margin in the recycling business due to higher fuel costs, as well as increased sales, general and administrative costs caused by high DBO activity.

* Operating profit (EBIT) + depreciation and impairments

Innovation

Cambi has for many years invested in innovation and research and development (R&D). Innovation is an integral part of the company's DNA and is at the core of the company culture. In 2022, Cambi increased the R&D spending to 3.3% of total revenue, up from 2.1% in 2021. In addition, complementary thermal hydrolysis solutions under the trademarks Exelys and Bio Thelys were acquired in the year.

A major breakthrough happened in 2022 in the successful trial of a demo plant for a new feedstock - industrial solids. This resulted in Cambi's first contract for a full-scale thermal hydrolysis system for energy and chemicals company Sasol, planned for their coal-to-gas plant in Secunda, South Africa. The unit, scheduled for delivery in 2024, will funnel biosludge intended for incineration to the gasification process once more, reducing waste and increasing value for the client, apart from lessening point source emissions. It will also be the world's first full-scale installation where thermal hydrolysis is used to enable the conversion of biosludge into hydrocarbon fuels and chemicals.

During the year, Cambi also focused on upgrading its design for the B2 Cambi model, the smallest Cambi thermal hydrolysis unit. The two B2 units commissioned in 2022 had this enhanced design. The project will continue into 2023.

A new offer Cambi released in the reporting year is the Plug & Go system – a modular package

for sludge pre-treatment. It uses the Cambi B2 model but covers all other ancillary equipment for pre-treatment. The solution is offered as asset sales, and is also available as a financed solution with Cambi operations.

In 2021, Cambi noted progress on the THP models S (increased availability), P (reduced maintenance), and E (maximum energy efficiency), with models S and P having secured contracts that year. The model E, which was then still in the design phase, was ordered in 2022 for a project in Norway and is further developed for a second customer. Research to improve the company's THP technology continues, as is work on rolling out new patents to further safeguard Cambi's intellectual property.

Grønn Vekst's R&D department focused on developing sustainable, compost-based and peatfree potting soil in 2022. Laboratory studies were conducted on a variety of raw materials in different ratios, noting their soil properties and effects on growth.

This intensive research project resulted in three diversified products aimed at supporting plants in all life stages; "seeding soil", "plant soil" and "flower soil". The products are based on recycled organic waste fractions like garden and food waste compost, organic fertiliser and biochar. The full-scale production of these soils began in January 2023.

Financial review CONSOLIDATED FINANCIAL INFORMATION AND RISK MANAGEMENT

Consolidated results

Cambi's total income was NOK 440 million in 2022, compared to NOK 458 million in 2021. The lower revenue is primarily driven by lower progress on equipment projects because of customer delays at site and a project in Ukraine being on hold under force majeure.

Net profit was NOK (12.7) million in 2022 compared to NOK 11.9 million in 2021. The reduction is a result of lower revenue and an increase in sales, general and administrative costs. The share attributable to Cambi ASA shareholders was NOK (11.6) million (2021: NOK 13.4 million).

Product development costs are expensed, and amounted to NOK 14.7 million in 2022, up from NOK 9.8 million in 2021.

Cash flow

Cash generated from operations was NOK 58.8 million in 2022, an increase from NOK (8.9) million in 2021, mainly due to timing of project milestone payments. The difference between cash flow from operating activities and operating profit is mainly due to depreciation, net interest paid, income taxes paid and changes in working capital items.

Cash flow from investment activities was NOK 37.6 million in 2022 compared to NOK (204.2) million in 2021, where 2021 was impacted by investments in financial assets. Investment activities in 2022 included the purchase of intellectual property and know-how related to two complementary thermal hydrolysis technologies for NOK 48.9 million and the purchase of own shares for NOK 10.1 million, offset by the sale of financial assets for NOK 100.2 million.

Net cash flow from financing activities was NOK 0.5 million in 2022 compared to NOK 237.2 million in 2021, where 2021 was impacted by the net proceeds from the year's private placement.

Net change in cash and cash equivalents was NOK 96.8 million in 2022, compared to NOK 24.1 million in 2021.

Financial position

As of December 31, 2022, total assets amounted to NOK 577.3 million compared to NOK 522.5 million in 2021. Total equity was NOK 401.9 million in 2022 compared to NOK 442.0 million in 2021, with equity ratios of 69.6% and 84.6%, respectively.

Inventories decreased to NOK 43.3 million in 2022 from NOK 45.1 million in 2021. Contract assets were at NOK 58.7 million in 2022 compared to NOK 77.8 million in 2021, and accrued project costs, provisions, and guarantees were at NOK 87.7 million compared to NOK 27.5 million the previous year.

Cash and cash equivalents were NOK 166.9 million, and current financial investments were NOK 101.7 million.

Interest-bearing liabilities were NOK 1.1 million in 2022 compared to NOK 2.4 million in 2021.

Financial risks and risk management

Market risks

Cambi's global presence makes the company vulnerable to uncertainties in the world economy, particularly concerning geopolitical and trade policy developments which could have negative effects. For example, the ongoing Russia-Ukraine conflict continues to place the company's project in Lviv, Ukraine, on hold.

As Cambi's main customers are government bodies and local municipalities, a decrease in public spending on sludge management solutions could have negative consequences for the company's revenues, cash flow, financial condition, and prospects. Despite the growing problem of sludge management, fluctuations in public spending can occur and vary between countries due to changes in social, political, and economic circumstances, and global events.

Technology risks

If competitors offer new solutions or lower prices, and customers prioritise investment budgets over long-term costs, it may lead to increased pricing pressure.

An inability to innovate and advance core and new solutions and services could harm the company's standing in the market and hinder the ability to achieve growth.

Cambi is dedicated to enhancing its core product offerings and supplementary equipment through investment in product development and partnerships with universities worldwide. It also has robust protocols in place to protect its intellectual property and has introduced new solutions to improve its competitive edge.

Operational risks

Cambi faces potential risks when carrying out fixed-price contracts. These hazards may impede the company's ability to deliver projects on schedule and result in excessive expenses. Examples of such risks are geopolitical instabilities, rising prices of raw materials, and difficulties in managing logistics in the supply chain.

As the company's activity levels increase, it may also struggle to attract and retain skilled workers. Cambi has established a risk management framework to manage these project risks, which guarantees proper supervision and a consistent strategy to mitigate the risks and prevent the company from being overly exposed to losses or missed opportunities.

Financial risks

Cambi faces risks related to currency, credit, and liquidity as a result of its business activities.

The company deals with foreign currencies, including USD, EUR, and GBP for a significant portion of its revenues, expenses, receivables, bank deposits, and current liabilities, making it vulnerable to fluctuations in exchange rates. Cambi tries to minimise currency risks by negotiating contracts with price adjustment clauses. Cambi has not used any currency instruments as of December 31, 2022.

Losses on receivables have been historically low, and no losses were incurred in 2022. Cambi's customers are typically public entities, and the company works with subcontractors for product delivery. While some customers have made late payments or faced delays in project execution, the risk of not receiving the full amount owed is low.

Cambi's liquidity risk is primarily related to extended payment terms on some contracts and delays in project execution due to customerspecific factors.

Insurance

Cambi holds global liability insurance that covers directors, officers, non-executive directors, and subsidiaries, with a maximum coverage of USD 12 million. The insurance covers financial loss and expenses related to crisis communication, kidnapping response, and reputation restoration. In case the subsidiaries exceed the policy limit, directors and officers can obtain additional personal coverage of up to USD 10 million.

Parent company | Financial review

Cambi ASA is a holding company with no turnover or employees in 2022.

It recorded a loss of NOK 1.1 million for 2022 compared to a loss of NOK 3.7 million in 2021. As of 31 December 2022, total assets were NOK 474.9 million, compared to NOK 417.4 million on 31 December 2021.

The equity as of 31 December 2022 was NOK 298.2 million (2021: NOK 333.5 million), with an equity ratio of 63% (2021: 80%). The Board of

Directors considers Cambi ASA to have adequate equity and liquidity at year-end 2022.

The net cash flow in 2022 was NOK 66.5 million (2021: NOK 21.2 million).

The Board of Directors proposes the following allocations for Cambi ASA:

  • Dividend: NOK 24.0 million
  • Transferred from other equity: NOK 25.1 million
  • Total allocations: NOK (1.1) million

People

Gender, diversity and inclusion

Cambi takes pride in its diverse and growing workforce. At year-end 2022, the company had 146 employees, including full-time contractors, representing 24 different nationalities (2021: 138 employees).

In office locations excluding the UK manufacturing facility, 32% of the 87 employees were women. Including manufacturing, the company's female employee ratio was 23% in 2022, up from 21% in 2021. In 2022, 40% of the employees who joined the company were female. Four out of six part-time employees were female, and no employees worked part-time involuntarily.

Cambi strongly believes in building a genderdiverse talent base and has concrete plans to improve its standing in this respect. As of 2022, 40% of the shareholder-elected Board members were female. The management team, though comprised fully of males in 2022, hired one female during the reporting year, who began with the company early in 2023.

All employees received training on the Cambi Code of Conduct, which has provisions for discrimination and harassment in the workplace. All employees are continually encouraged in routine catch-up sessions to report any frustrations, including instances of discrimination based on gender, culture, race, sexual orientation or any other dimensions of personal, social, or role identity.

Cambi also aims to get a good balance between genders and nationalities at all levels in the organisation in the hiring process. All employees, regardless of gender, are provided resources for skill development through yearly competence mapping and planning.

Norway has a flexible parental leave scheme that provides up to 12 months of parental leave split between two parents or caretakers. In 2022, Cambi employees based in Norway availed of a total parental leave of 22 weeks, compared to 57 weeks in 2021. Female employees took 100% of the total parental leave in 2022.

Health, safety, the working environment, and quality (HSEQ)

There were no reportable incidents during 2022 and two minor injuries, both in manufacturing. Cambi Operations Ltd.'s Contractors Health & Safety Assessment (CHAS) certificate has been assessed and successfully renewed during the year. Cambi increased efforts in encouraging Cambi employees to report incidents classified as near-misses, apart from injuries and accidents.

Total sick leave during the year was at 2.5% of working hours, compared to 2.1% in 2021*. The company provided venues to continually improve the health and the working environment of its employees in 2022. These included social activities focusing on physical health, holiday gatherings, the provision of more recreational spaces in the head office and the like. As more office-based work resumed after the recession of the pandemic, it was globally recognised that a portion of the labour force had the potential and desire to work from home. For Cambi, this translated into the option for

employees to work from their private residences up to two times a week.

With regards to quality, Cambi is certified according to ISO standards 9001:2015 (Quality Management System) and 14001:2015 (Environmental Management System). The company has published policies for quality, environmental protection, health and safety, and information protection. Plans for 2023 include having the headquarters health & safety management system externally assessed against ISO 45001 (Occupational Health and Safety Management System).

*Sick leave data is gathered for the Norwegian headquarters, the UK manufacturing facility, and the China office.

Anti-corruption and human rights

As with many global companies, there is a risk of unethical and criminal behaviour in the value chain. However, Cambi has a strict policy of zero tolerance for corruption and expects its suppliers, contractors, and partners to adhere to the same standards. The company has published its Code of Conduct on its website, which outlines its policies on related issues and provides a clear framework for how business should be conducted. It has been updated with clear expectations and guidelines for employees, suppliers, contractors, and business partners relating to integrity, ethical behaviour, health, safety, discrimination, harassment, and human rights.

A whistle-blower channel, also available through the company website, has been established through an independent company to enable reporting on any concerns. Management and a third party also collaborate to ensure that any victims of modern slavery have access to justice, remedy, and compensation.

Integrity due diligence is formalised in Cambi's work and procurement procedures and carried out routinely to ensure ethical, transparent business relationships throughout the value chain.

Cambi has risk management processes to identify, assess, and mitigate risks. The company actively manages a range of market, technology, operational, financial, ethical, and governance risks. To this end, it conducts risk assessments and independent internal audits.

The report on due diligence according to the Norwegian Transparency Act and UK Modern Slavery statement will be made available on the Cambi website, www.cambi.com, by 30 June 2023. A risk assessment relating to human rights will be included in the report.

Environment

Cambi's overall mission is to provide solutions that transform wastewater solids and organic wastes into valuable bioresources for municipalities and industries. Our core offering, the thermal hydrolysis process, is used in tandem with anaerobic digestion to retrieve greater amounts of biogas, reduce waste and its associated costs, and allow the option to use biosolids as fertiliser and further the circular approach to sludge management. Thermal hydrolysis is also the sludge treatment solution with the lowest carbon footprint for medium and large wastewater treatment plants.

The environment is, therefore, intrinsically linked to our business framework and success. Beyond this, we are driven to help cities thrive in harmony with nature because we believe it is key to a liveable future. Apart from the positive environmental effects of our solutions for clients, our devotion to environmental sustainability is deeply reflected in the way we work.

Waste management at Cambi's headquarters and production facility strictly follows local laws that are intended to protect the natural environment. Cambi's environmental footprint, as in the previous years, has largely been in the form of embodied emissions in its products, travel, and the transport of the materials and finished goods to clients in Norway (for subsidiary Grønn Vekst) and around the world (for the remainder of Cambi Invest and Cambi Group).

Cambi is aware of the effect its business operations have on the environment and shall ensure that the highest environmental standards are achieved and maintained at all times for its activities, products, and services. The company remains certified according to the ISO Standard 14001:2015 (Environmental Management Systems), ensuring continuous improvement of the company's use of natural resources.

Cambi is committed to making continual improvements to our environmental management system by establishing and reviewing meaningful objectives and targets.

Corporate governance

Cambi is a public limited liability company organised under Norwegian law and with a governance structure based on Norwegian corporate law and other regulatory requirements. The company's corporate governance model is designed to provide a foundation for long-term value creation and to ensure good oversight.

Cambi has eight Board members, none of whom are members of the company's management and one of whom is an employee representative. Three of the Board members are female and five are male.

The Chair of the Board is elected by the General Meeting. Cambi's Board of Directors establishes the overall principles for governance and control in Cambi ASA through the adoption of various governing documents. Cambi ASA holds a Directors and Officers Liability Insurance on behalf of the Board of Directors and the CEO.

As of 31 December 2022, the Chair of the Board held 59.35% of the shares in Cambi through his company Cortex AS. The CEO held 0.79% of the shares in Cambi through his company EFC Havn AS. Reference is made to note 19 in the Annual Report, which is approved by the Board of Directors.

Events after the reporting period

Cambi's framework agreement to deliver two THP systems for the Bonnybrook wastewater treatment plant in Calgary, Canada, was not renewed upon expiration due to the City's budgetary constraints. The large project, signed in 2016 and repeatedly delayed by the customer, will be removed from the order backlog in the first quarter of 2023. The latest project schedule expected the project to begin execution in 2026. The value proposition of thermal hydrolysis in Calgary remains strong, and Cambi is optimistic that there may be an opportunity to revive the project later.

Business outlook

A record-high annual order intake for 2022 and the conditional Design, Build and Operate (DBO) contract award earlier in 2023 indicate significant and growing interest in Cambi's technology and solutions. We are confident in our ability to continue responding to this trend, as in 2022, despite increased costs and delays, the company was able to maintain profit margins and deliver on clients' project schedules.

2023 is expected to deliver solid revenue and EBITDA growth from the contracts signed in the reporting year. Cambi also expects to receive comprehensive upgrade and renewal orders in the coming years, as several of our earlier THP systems are reaching their end of life.

Biogas remains a relatively untapped yet competitive domestic source of renewable energy with considerable positive effects on local economies. Several key stakeholders have

welcomed the European Union's proposed directive requiring wastewater treatment plants to become energy-neutral by 2040. Cambi's technology solutions can make a significant contribution in meeting this ambitious goal and the company is positioned to capture upcoming project opportunities.

Cambi anticipates signing equipment contracts of NOK 1.2 billion during the period 2023-2024.

The company continues to consider opportunities to acquire complementary businesses offering complementary solutions as part of its growth strategy.

The Board emphasizes that every assessment of future conditions necessarily involves an element of uncertainty, including risks mentioned in the financial risk and risk management section of the report.

Going concern assumption

Cambi had at year-end a total equity of NOK 401.9 million, with an equity ratio of 69.6%. In addition, current financial investments, cash and cash equivalents amounted to NOK 268.6 million, and it is assessed that the company is able to continue as a going concern.

Therefore, pursuant to section 3-3a of the Norwegian Accounting Act, the Board of Directors confirms that the going concern assumption, on which the financial statements have been prepared, is deemed appropriate.

The Board of Cambi ASA

Asker, 25 April 2023

Per Audun Lillebø Chairman of the Board

Andreas Mørk Board member

Anselmo Teixeira

Board member

Birgitte Judith Sandvold Board member

Glen Thomas Daigger Board member

Gro Merete Brækken Board member

Vibecke Hverven Board member

Dragos Talvescu Board member elected by the employees

Eirik Fadnes Chief Executive Officer

Financial statements Cambi ASA

Consolidated income statement for the year ended 31 December

Note 2022 2021
Operating income 2,3 440.4 457.7
Raw materials and consumables used 2 218.8 233.7
Employee benefits expense 4,5 129.9 122.5
Depreciation & amortisation expenses 6,7 18.3 8.8
Other expenses 8, 9,10 89.0 64.0
Operating expenses 456.0 429.0
Operating profit -15.6 28.7
Net financial items 11 1.6 -11.9
Profit (loss) before tax -14.0 16.8
Income tax expense 12 -1.2 4.9
Net profit (loss) -12.7 11.9
Attributable to
Equity holders of the parent company -11.6 13.3
Non-controlling interests -1.2 -1.4
Attributable to
Ordinary dividend 24.0 0.0
Brought forward to equity 13 -36.7 11.9
-12.7 11.9

Consolidated balance sheet as of 31 December

Assets Note 2022 2021
Deferred tax asset 12 31.3 27.5
Goodwill 6 6.1 8.1
Other intangible assets 6 44.5 8.9
Total intangible assets 81.9 44.5
Land and buildings 7 16.0 15.2
Machinery and equipment 7 3.7 4.6
Total tangible assets 19.7 19.8
Investments in shares 14 1.0 2.1
Total financial assets 1.0 2.1
Total non-current assets 102.7 66.4
Inventories 15 43.3 45.1
Accounts receivables 79.4 51.4
Earned, not invoiced project revenue 16 58.7 77.8
Other short-term receivables 24.7 10.8
Total receivables 162.8 140.0
Current financial investments 17 101.7 200.9
Cash and cash equivalents 18 166.9 70.1
Total current assets 474.7 456.1
Total assets 577.3 522.5

Consolidated balance sheet as of 31 December

continued

in NOK million
Equity Note 2022 2021
Share capital 19 3.2 3.2
Own shares -0.0 -0.0
Share premium 295.0 306.8
Total paid-in capital 298.2 310.0
Other equity attributable to the parent 101.9 129.0
Non-controlling interests 1.9 3.0
Total retained earnings 103.8 132.0
Total equity 13 401.9 442.0
in NOK million
Liabilities Note 2022 2021
Liabilities to financial institutions 21 1.1 2.4
Total non-current liabilities 1.1 2.4
Accounts payable 30.4 28.7
Taxes payable 12 0.0 1.8
Public duties payable 19.9 6.6
Dividends 24.0 0.0
Accrued project costs, provisions, and guarantees 16 87.7 27.5
Other current liabilities 12.2 13.5
Total current liabilities 174.2 78.1
Total liabilities 175.4 80.5
Total equity and liabilities 577.3 522.5

The board of Cambi ASA

Asker, 25 April 2023

Per Audun Lillebø Chairman of the board

Andreas Mørk Board member

Anselmo Teixeira

Board member

Birgitte Judith Sandvold Board member

Glen Thomas Daigger Board member

Gro Merete Brækken Board member

Vibecke Hverven Board member

Dragos Talvescu Board member elected by the employees

Eirik Fadnes Chief Executive Officer

Consolidated cash flow statement for the year ended 31 December

Note 2022 2021
Cash flows from operating activities
Profit/loss before tax -14.0 16.8
Tax paid for the period 12 -4.4 -6.0
Ordinary depreciation 6,7 18.2 8.8
Change in inventory 1.8 -17.9
Change in accounts receivable -27.9 6.4
Change in accounts payable 1.7 6.8
Effect of exchange rate fluctuations 6.8 2.8
Change in other accrual items 76.5 -26.6
Net cash flows from operating activities 58.8 -8.9
Cash flows from investment activities
Payments for the purchase of fixed assets 6,7 -2.8 -4.2
Payments for purchase of intangible assets 6 -48.9 0.0
Payments for the purchase of shares in other companies -0.8 0.0
Payment for purchase of own shares 13 -10.1 0.0
Payments for the purchase of current financial investments 17 0.0 -200.0
Proceeds from sales of current financial investments 17 100.2 0.0
Net cash flows from investment activities 37.6 -204.2
Cash flows from financing activities
Proceeds from the issuance of new current liabilities 0.0 31.0
Payments from the repayment of long-term liabilities 21 -1.3 -12.3
Payments from the repayment of current liabilities 0.0 -62.1
Net change in bank overdraft 0.0 -5.1
Net proceeds from private placement 0.0 285.6
Change investment equity method 1.8 0.1
Net cash flows from financing activities 0.5 237.2
Net change in cash and cash equivalents 96.8 24.1
Cash and cash equivalents at the start of the period 70.1 46.0
Cash and cash equivalents at the end of the period 166.9 70.1

Notes to the consolidated financial statements

For the year ended 31 December 2022

Note 1 - Accounting principles

The financial statements have been prepared in accordance with the Norwegian Accounting Act and Norwegian generally accepted accounting principles in effect on 31 December 2022, and consist of the income statement, balance sheet, cash flow statement and notes to the accounts. The financial statements are presented in million Norwegian kroner (NOK million), and values are rounded to the nearest million, except where otherwise indicated. The financial year follows the calendar year, with the balance sheet date at 31 December.

Consolidation principles

Cambi's consolidated financial statements comprise Cambi ASA and companies in which Cambi ASA has a controlling interest (collectively "Cambi"). A controlling interest is normally achieved through ownership of more than 50% of the shares in the company, which allows exercising control over the company.

In the consolidated financial statements, investments in shares in subsidiaries are replaced by the subsidiaries' assets and liabilities. The consolidated financial statements are prepared as if Cambi were one economic unit. Transactions, unrealised profits and receivable and debt between the companies in which Cambi has a controlling interest are eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with the same accounting principles for both the parent company and its subsidiaries.

Business combinations are accounted for by using the acquisition method. Acquired subsidiaries are thereby recognised in the consolidated financial statements based on the parent company's acquisition cost. The acquisition cost is allocated to identifiable assets and liabilities in the subsidiary, which are recognised in the consolidated financial statements at fair value at the time of acquisition. Any acquisition cost in excess of fair value of identifiable assets acquired and liabilities assumed at acquisition date is recognised as goodwill in the consolidated financial statements. Goodwill is treated as a residual value belonging to the controlling interest only. Fair values in excess of the subsidiary's book value for assets acquired and liabilities assumed in the business combination are amortised over the expected useful lives of the acquired assets. Goodwill is amortized over maximum 10 years. Minority interests are included in equity.

Companies acquired or sold during the year are included in the consolidated financial statements from the date when control is achieved until control ceases.

Assets and liabilities of foreign subsidiaries are translated to NOK using the exchange rate on the balance sheet date. Income and expenses are translated using the average exchange rate for the year. Foreign exchange differences arising from these translations are recognised directly in equity. The translation differences are reclassified to the income statement upon disposal or liquidation of the subsidiary.

Investments in associates

An associate is an entity over which Cambi has a significant influence but no control over the management of finances or operations (normally when Cambi owns 20% to 50% of the company). The consolidated financial statements include Cambi's share of the profits/ losses from associates, accounted for using the equity method, from the date when a significant influence is achieved until such influence ceases.

When Cambi's share of a loss exceeds Cambi's investment in an associate, the amount carried in Cambi's balance sheet is reduced to zero and further losses are not recognised unless the Cambi has an obligation to cover any such loss.

Use of estimates

The management has used estimates and assumptions that have affected assets, liabilities, incomes, expenses and information on potential liabilities in accordance with generally accepted accounting principles in Norway. The best estimate at the time of preparing the financial statements have been used, but the actual figures may deviate from these estimates once realised.

Revenue recognition

Revenues from the sale of goods are recognised in the income statement once delivery has taken place and most of the risk and return has been transferred. Revenues from construction contracts are recognised in the income statement according to the projects' progress. Progress is set as management's best estimate based on level of completion, incurred cost, and the numbers of hours spent compared to the total estimate. Total project costs are estimated and recognised to the same percentage, with an addition of contingency.

Accrued project revenue and cost are recorded net in the balance sheet, hence, advance invoicing is categorised as shortterm debt in the balance sheet. Each project is valued separately. A calculation of expected guarantee cost for each construction contract is made and is expensed according to progress. The estimate is based on experienced cost for guarantee-related work. The accrued amount is classified as short term liabilities. The accrued amount is reduced by actual cost, and the residual is reversed at the end of the guarantee period.

Pensions

Cambi has various pension schemes that comply with regulations in the different territories where the company operates. The pension schemes are classified as a contribution plan, under which the company pays contributions to privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The contributions are recognised as personnel costs when due. The company has no legal or constructive obligation to pay further pension contributions. Prepaid contributions are reflected as an asset to the degree the contribution can be refunded or will reduce future payments.

Income tax

The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/ tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22% of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilised. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.

Balance sheet classification

Current assets and short-term liabilities consist of receivables and payables due within one year, and items related to the trading cycle. Other balance sheet items are classified as fixed assets/ long-term liabilities. The first year's instalments on long-term debt are not classified as short-term but specified in a note. Current assets are valued at the lower of cost and fair value. Short term liabilities are recognised at nominal value. Fixed assets are valued at cost less depreciation and impairment losses. Long-term liabilities are recognised at nominal value.

Purchase costs

The purchase cost of assets includes the cost price for the asset, adjusted for bonuses, discounts and other rebates received, and purchase costs (freight, customs fees, public fees which are non-refundable and any other direct purchase costs). Purchases in foreign currencies are reflected in the balance sheet at the exchange rate at the transaction date. For fixed assets and intangible assets, purchase cost also includes direct expenses to prepare the asset for use, such as expenses for testing the asset.

Intangible fixed assets

Expenses for research and development (R&D) are capitalised providing that a future financial benefit relating to the development of an identifiable intangible asset can be identified, and the expenses can be reliably measured. Otherwise such expenses are expensed as and when incurred. Identifiable intangible assets arising from business combinations are recognised under the same criteria. All intangible fixed assets are depreciated on straight line basis according to the expected useful life.

Tangible fixed assets

Property, plant and equipment are capitalised and depreciated to residual value over the asset's expected useful life on a straight-line basis. If changes in the depreciation plan occur, the effect is distributed over the remaining depreciation period. Land is not depreciated. Significant fixed assets which consist of substantial components with dissimilar economic life have been unbundled; depreciation of each component is based on its economic life.

Costs for maintenance are expensed as incurred, whereas costs for improving and upgrading property, plant and equipment are added to the acquisition cost and depreciated with the related asset. The split between maintenance and improvements is calculated in proportion to the asset's condition at the acquisition date.

Investment in other companies

Shares in subsidiaries and associates are valued at cost less any impairment losses in the company accounts. The cost price is increased when funds are added through capital increases or Cambi makes contributions to the subsidiaries. Dividends received are initially taken to income. If dividends or Cambi contributions exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the investment in the balance sheet for the parent company. Dividend or Cambi contributions from subsidiaries are reflected in the same year as the subsidiary makes a provision for the amount. Dividends from other companies are reflected as financial income when approved.

Asset impairments

Impairment tests are carried out if there is indication that the carrying amount of a fixed asset exceeds the estimated recoverable amount. The test is performed on the lowest level of fixed assets at which independent cashflows can be identified. If the carrying amount is higher than both the fair value less cost to sell and value in use, i.e., the net present value of future use/ ownership, the asset is written down to the highest of fair value less cost to sell and the value in use. Previous impairment charges, except write-down of goodwill, are reversed in later periods if the conditions causing the write-down are no longer present.

Inventories

Inventories are recognised at the lowest of cost and net selling price. Self-manufactured finished goods and goods in construction are valued at full production cost. A write-down is made for predictable obsoleteness.

Accounts receivable and other receivables

Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful debts. Provisions for doubtful debts are based on an individual assessment of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.

Foreign currencies

Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Non-monetary items measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates are recognised in the income statement as they occur during the accounting period.

Cash flow statement

The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term, high-liquid investments with maturities of three months or less.

Note 2 - Segments

in NOK million
Cambi Group Cambi Invest
2022 2021 2022 2021
Operating income 341.6 358.9 98.8 98.8
Raw materials and consumables used 154.7 169.9 64.1 63.8
Gross margin 186.9 189.0 34.7 35.0
Payroll expenses 109.2 104.4 20.7 18.1
Other operating expenses 74.9 49.9 14.1 14.1
EBITDA 2.8 34.7 -0.1 2.8
Depreciation and amortisation 15.7 6.8 2.6 2.0
EBIT -12.9 27.9 -2.7 0.8

Note 3 - Revenue by region

in NOK million

Cambi Group Cambi Invest
2022 2021 2022 2021
Europe 206.4 165.6 98.8 98.8
America 70.5 88.3
Asia 20.1 87.7
Oceania 11.3 2.7
Africa 33.3 14.6
Total sales revenue 341.6 358.9 98.8 98.8

Note 4 - Employee benefits

Payroll expenses in NOK million
2022 2021
Salary 105.3 100.3
Social security 13.8 12.8
Pension cost 5.0 4.9
Other personnel related expenses 5.8 4.4
Total 129.9 122.4
Employees at year-end 136 128
Full-time equivalent (FTE) 126 129
Full-time contractors 10 10

Pension costs

Cambi has several different pension plans around the world, which as a minimum, fulfil the law requirements in each jurisdiction. All employees in Norway are offered participation in a defined pension contribution plan. Cambi makes contributions regularly to the employees' individual pension accounts. Pension plan contribution are recognised as an expense in the income statement as incurred.

Note 5 - Management and Board remuneration

Remuneration to management

in NOK thousand
Position Fixed
compensation
Variable
compensation
Pension
benefits
Other
benefits
Chief Executive Officer 701 15 41 7
Chief Executive Officer 1,852 15 82 13
Chief Technology Officer 1,479 15 83 13
Chief Commercial Officer 1,430 15 82 13
Chief Operating Officer 1,562 15 86 13
Managing Director - Cambi Invest 1,424 15 82 13
Chief Financial Officer 258 115 14 2

Per Audun Lillebø resigned as CEO during May 2022 and took the position as Chair of the Board. Eirik Fadnes took the role as CEO. Mats Tjemland started in November 2022.

The members of the corporate management team have performance based compensation. At year end 2022 they have no agreements for share based payments, severance pay, loans or guarantees. Information on share ownership is found in note 19.

Director's terms, compensation and shares in NOK thousand

Name Position Served
since
Term
expires
Compensation
Per Audun Lillebø Chair of the Board May 2022 May 2024 250
Gro Merete Brækken Member Dec 2009 May 2023 375
Glen Thomas Daigger Member Apr 2015 May 2023 391
Anselmo Teixeira Member Apr 2015 May 2023 394
Birgitte Judith Sandvold Member Apr 2015 May 2023 125
Andreas Mørk Member May 2022 May 2024 125
Vibecke Hverven Member May 2022 May 2024 125
Dragos Talvescu Member Oct 2020 May 2023 0

In addition to the remuneration above, the employee representative receives a salary for ordinary employment in Cambi. The Board is not entitled to severance pay. There are no loans or guarantees given to any member of the Board. Additional information on ownership of shares is found in note 19.

Note 6 - Goodwill and other intangible assets

Goodwill and other intangible assets represent the consideration paid in excess of identifiable assets and liabilities from the acquisition of Grønn Vekst AS (GV) and its former non-controlling interest in Grønn Vekst Norge AS (GVN). The initial investment in Grønn Vekst AS was made in 2017 (80%), with the remaining shares acquired in 2020 (20%). The excess value was mainly related to customer contracts, with the remaining classified as goodwill.

Goodwill in NOK million
GV
(80%)
GVN
(50%)
GV
(20%)
Total
Acquisition cost as of 1 January 7.5 3.2 4.8 15.5
Acquisition cost as of 31 December 7.5 3.2 4.8 15.5
Accumulated amortisation as of 1 January 3.8 2.2 1.4 7.4
Amortisation current year 0.8 0.6 0.7 2.1
Accumulated amortisation as of 31 December 4.5 2.9 2.1 9.4
Net book value 31 December 3.0 0.3 2.7 6.1
Amortisation period 10 years 5 years 7 years
Amortisation schedule Linear Linear Linear

The customer contracts in Grønn Vekst are securing revenue for a 10-year period, hence the chosen amortisation period of 10 years. The goodwill for the Grønn Vekst acquisition follows the same amortisation period. There are no impairment indicators identified for the intangible assets.

In May 2022, Cambi acquired the thermal hydrolysis technologies, including patents, know-how and trademarks for products Exelys and Bio Thelys from Veolia Water Technologies. The cost is capitalised and amortised over three years.

Other intangible assets in NOK million
Customer
Contracts
R&D Patents Total
Acquisition cost as of 1 January 13.6 4.9 0.0 18.5
Additions 0.0 0.1 48.7 48.9
Acquisition cost as of 31 December 13.6 5.0 48.7 67.4
Accumulated amortisation as of 1 January 6.8 2.8 0.0 9.7
Amortisation current year 1.4 1.0 10.8 13.2
Accumulated amortisation as of 31 December 8.2 3.9 10.8 22.9
Net book value 31 December 5.4 1.2 37.9 44.5
Depreciation period 10 years 5 years 3 years
Depreciation schedule Linear Linear Linear

Note 7 - Tangible fixed assets

in NOK million

Machinery &
Equipment
Land &
Buildings
Total
Acquisition cost as of 1 January 25.9 17.1 43.0
Additions 1.0 1.8 2.8
Disposals -4.2 -4.2
Currency exchange differences 0.1 0.0 0.1
Acquisition cost as of 31 December 22.8 18.9 41.7
Accumulated depreciation as of 1 January 21.3 1.9 23.2
Depreciation current year 2.0 1.0 3.0
Disposals -4.2 -4.2
Currency exchange differences 0.0 0.0
Accumulated depreciation as of 31 December 19.1 2.9 22.0
Net book value 3.6 16.0 19.7
Useful economic value 1-5 years 10-30 years
Depreciation schedule Linear Linear

Note 8 - Audit fee

Auditor's fee in NOK thousand
2022 2021
Audit fee 1,743 1,921
Attestation services 37 11
Other services 277 141
Total 2,057 2,073

Note 9 - Other operating expenses

2022 2021
Property rent 7.1 7.0
Other office costs 20.9 11.9
External services 34.5 25.8
Marketing 5.4 4.4
Other operating expenses 21.2 14.9
Total 89.0 64.0

Cambi has seven contracts for the rental of offices and other premises with leasing periods of 1-2 years.

Note 10 - Government subsidies and R&D

Cambi had three R&D projects within the Norwegian Skattefunn tax relief scheme in 2022. The company receives a 19% tax relief for costs related to these R&D projects. In addition, Cambi has received grants from Norwegian Agency for Development Cooperation (NORAD) for investigating the technical feasibility, profitability and business model for new markets in developing countries. Subsidies are recognised as a reduction of other operating expenses.

in NOK million
2022 2021
Skattefunn 1.1 1.4
Other subsidies 2.3 2.1
Total 3.4 3.5

Grønn Vekst has in 2022 developed a new peat-free soil, which is based on various composts and organic fertilisers. In addition, Cambi has spent R&D resources on experimental development where existing scientific, technological and business knowledge and skills are used in developing new or improved products and processes.

R&D expenses not qualified for capitalisation in NOK million
2022 2021
Net R&D expenses 14.7 9.8

Future earnings from current R&D projects are expected to cover expenditures.

Note 11 - Financial income and expense

2022 2021
Financial income
Profit share from investment in related companies 0.0 0.1
Interest income 4.5 1.5
Currency exchange gains 59.5 28.9
Total 64.0 30.5
Financial expense
Financial assets impairments 0.9 0.5
Loss share from investment in related companies 1.8 0.1
Currency exchange loss 52.2 35.4
Other interest expenses 3.6 3.3
Bank guarantees 3.3 2.9
Loss on sales of financial investments 0.7 0.0
Other financial expenses 0.0 0.2
Total 62.3 42.4
Net financial income and expense 1.6 -11.9

in NOK million

2022 2021
Income tax expense
Tax payable 3.3 4.5
Correction in tax payable previous year -0.8 0.0
Change in deferred tax -3.8 0.4
Total -1.2 4.9
Basis for deferred tax in Norway change
Fixed assets 0.8 4.2 5.0
Construction contracts -4.2 101.7 97.5
Receivables 0.0 -0.3 -0.3
Other temporary differences 5.4 -11.1 -5.8
Tax losses carried forward 16.5 -238.2 -221.7
Total 18.4 143.7 -125.3
Deferred tax in Norway (22%) 4.0 -31.6 -27.6
Deferred tax in other countries -0.2 0.3 0.1
Total 3.8 -31.3 -27.5

Deferred tax assets are expected to be offset against future profits.

1.2
3.3
1.3
4.5
2.1 3.2
0.0 0.0
Tax payable as of 1 January 1.8 2.9
Tax payable in income tax expense 3.3 4.5
Tax paid in period -4.4 -6.0
Correction previous year -0.8 0.0
Other 0.0 0.4
Tax payable as of 31 December 0.0 1.8

Explanation of income tax expense

2022 2021
Result before tax -14.0 16.8
22% of result before tax -3.1 22.0% 3.7 22.0%
Differences local and Norwegian tax regimes 1.5 -10.7% 0.9 5.1%
Permanent differences 1.0 -7.0% 0.3 2.2%
Other effects -0.6 4.5% -0.0 -0.3%
Total -1.2 27.1% 4.9 29%

Note 13 – Equity

in NOK million
Share
capital
Own
shares
Share
premium
Other
equity
Minority
interests
Total
Equity as of 31 December 2021 3.2 0.0 306.8 129.0 3.0 442.0
Annual profit -11.6 -1.2 -12.7
Share buy back 0.0 -10.1 -10.1
Dividend -24.0 -24.0
Reclassification -11.8 11.8 0.0
Currency exchange differences* 6.7 0.1 6.8
Equity as of 31 December 2022 3.2 0.0 295.0 101.9 1.9 401.9

On 20 December 2022, the extraordinary general meeting authorized the Board to purchase treasury shares with a maximum nominal value up to NOK 320,147.40, corresponding to 10% of the Company's registered share capital. The treasury shares obtained by the Company may be used (i) in connection with acquisitions, mergers, de-mergers or other transfers of business or (ii) in connection with share programs for employees. In December, Cambi purchased 1,689,070 own shares at a price of NOK 6.00 per share, for a total consideration of NOK 10,134 thousand. The price was determined through a book-build process. At year-end, Cambi was in possession of 1,810,870 own shares, corresponding to 1.13% of the total share capital.

* including adjustment of opening balance sheet values in foreign currency of NOK -2,394 thousand.

Note 14 – Group companies and associated companies

Group companies Ownership
2022
Ownership
2021
Currency* Country
Cambi Group AS 100% 100% NOK Norway
Cambi Solutions AS 100% 100% NOK Norway
Cambi Spain SLU 100% 100% EUR Spain
Cambi Operations Ltd. 100% 100% GBP United Kingdom
Cambi Danmark AS 100% 100% DKK Denmark
Cambi Deutschland GmbH 100% 100% EUR Germany **
Cambi SAS 100% 100% EUR France
Cambi Inc 100% 100% USD USA
Cambi Korea 60.2% 60.2% KRW South Korea
Cambi PTE Ltd 100% 100% USD Singapore
Cambi UK Ltd. 100% 100% GBP United Kingdom
Cambi Enviromental Tech. Ltd 100% 100% CNY China
Cambi Technology AS 100 100% 100% NOK Norway
Grønn Vekst AS 100% 100% NOK Norway

* Accounting currency for the company

** The company in Germany is in a liquidation process.

Shares in non-controlling interests

Ownership
2022
Ownership
2021
Country
Grønn Vekst Telemark AS 50.0% 50.0% Norway
Minorga Vekst AS 50.0% 50.0% Norway
EQ renewables 40.0% 40.0% USA
Orwaco CJSC 29.9% 29.9% Armenia

All shares have equal voting rights; hence the ownership percentage corresponds to the voting value. Associated companies are recorded in the consolidated financial statements using the equity method.

Change in book value of associated companies

in NOK million

Grønn Vekst
Telemark AS
Minorga
Vekst AS
EQ
Renewables
Orwaco
CJSC
Total
Balance as of 1 January 1.1 0.0 0.2 0.7 2.0
Additions/disposals 0.7 0.7
Share of profit (loss) -0.9 0.0 -0.9 -1.8
Currency exchange differences 0.0 0.0
Balance as of 31 December 0.3 0.0 0.0 0.7 1.0

Note 15 - Inventories

2022 2021
Plants under construction 23.9 28.0
Raw materials 4.0 3.3
Goods purchased for resale 8.5 6.9
Manufactured goods 6.9 6.9
Total 43.3 45.1

Note 16 – Customer construction contracts

Cambi had 14 ongoing construction projects at the end of 2022 compared to 13 projects at the end of 2021. The table below presents the accumulated contributions for ongoing projects recognised through the profit and loss, from the projects' commencement until year-end 2022.

Net contribution from ongoing projects in NOK million
2022 2021
Accumulated recorded revenue for ongoing projects 402.3 348.6
Accumulated cost related to recorded revenue 183.5 153.8
Total 218.7 194.8

The total order intake on these projects calculated at current exchange rates is NOK 1,024 million; of which NOK 402 million is recognised as revenue. The remaining order backlog is NOK 622 million.

Accrued revenue in the balance sheet in NOK million
2022 2021
Earned, not invoiced revenue on construction contracts 58.7 77.8

Accrued project cost in the balance sheet in NOK million

2022 2021
Accrued project cost 51.0 14.1
Prepaid income 26.1 5.3
Guarantee accruals 10.6 8.1
Total 87.7 27.5

The order backlog at year-end increased from NOK 460 million in 2021 to NOK 1,066 million in 2022. The difference from the construction projects backlog of NOK 972 million at year-end 2022 is accounted for by the Recycling and Services subsegments, with NOK 92 million and NOK 2 million, respectively.

Note 17 – Current financial investment

in NOK million
Cost Market Value Impairment
Investment in interest funds 102.9 101.7 1.1

The investment is valued at the lowest of cost price and market value, resulting in an impairment of NOK 878 thousand in 2022. The investment funds are classified as fixed-income securities with short maturities and low-risk profiles.

Note 18 - Bank deposits

in NOK million
2022 2021
Cash pool (Norway) 88.1 11.5
Withholding tax account (Norway) 3.3 2.7
Other current accounts 75.5 55.9
Total 166.9 70.1

Note 19 - Share capital and ownership

Cambi ASA is listed on Euronext Growth. Total share capital as of 31 December 2022 was NOK 3,201,474, distributed in 160,073,700 shares with a face value of NOK 0.02 per share.

Share owners

Number of shares Ownership
Cortex AS 95,009,950 59.35%
AWC AS 30,177,850 18.85%
Verdipapirfondet DNB Miljøinvest 7,733,619 4.83%
Pictet & Cie (Europe) S.A. 6,131,532 3.83%
The Bank of New York Mellon SA/NV 3,080,378 1.92%
JPMorgan Chase Bank 1,846,950 1.15%
EFC HAVN AS 1,263,889 0.79%
OM holding AS 840,000 0.52%
Other shareholders (less than 0.5% holding) 12,178,662 7.61%
Total issued shares 158,262,830
Own shares 1,810,870 1.13%
Total share capital 160,073,700

As of 31 December 2022, the Chair of the Board of Cambi ASA indirectly controlled 95,009,950 shares through the company Cortex AS. Board member Birgitte Judith Sandvold has 20% ownership in Cortex AS. Board member Andreas Mørk represents 30,177,850 shares owned by AWC AS. CEO Eirik Fadnes controlled 1,263,889 shares through EFC Havn AS.

Note 20 – Security obligations and guarantees

As security for ongoing long-term contracts, the parent company provides advance payment guarantees and performance guarantees towards the subsidiaries' clients. The parent company has two framework agreements for guarantees. The agreement with DNB Bank has a limit of NOK 220 million, of which NOK158.2 million were drawn at year-end. The agreement with Tryg Garanti has a limit of NOK 300 million, of which NOK 38.2 million were drawn at year-end.

The parent company has issued a surety bond towards Innovation Norway in connection with the loan of NOK 6 million granted to Cambi Technology.

The Norwegian legal units are jointly and severally liable for the account scheme in DNB bank and for VAT as a consequence of group registration.

Security obligations and guarantees in NOK million
2022 2021
Warehouse stock 6.9 6.9
Tangible assets 17.6 19.4
Accounts receivable 73.9 73.1
Shares 53.6 54.4
Total 151.9 153.8

Note 21 – Liabilities to financial institutions

in NOK million
2022 2021
Non-current liabilities
Loan Innovation Norway 0.8 1.5
Other long-term liabilities 0.3 0.9
Total 1.1 2.4
Repayment profile non-current liabilities
Maturity less than 1 year 1.0 1.3
Maturity of 1-5 years 0.2 1.1
Total 1.1 2.4

Note 22 - Transparency Act

The Transparency Act became effective starting July 2022. The company will publish its report on the company's webpage, www.cambi.com, by 30 June 2023.

Note 23 – Events after balance sheet date

There are no events of significance after the balance sheet date that are not reflected in the books.

Financial statements Cambi ASA (parent company only)

Income statement for the year ended 31 December

Note 2022 2021
Operating income
Payroll expenses 2 1.1 0.7
Other operating expenses 4.0 4.9
Operating expenses 5.1 5.6
Operating profit -5.1 -5.6
Net financial items 3 3.7 1.0
Profit (loss) before tax -1.4 -4.6
Income tax expense 4 -0.2 -0.9
Net profit (loss) -1.1 -3.7
Brought forward
Ordinary dividend 24.0 0.0
From other equity 25.2 3.7
Net profit (loss) brought forward 5 -1.1 -3.7

Balance sheet as of 31 December

in NOK million

Assets Note 2022 2021
Deferred tax asset 4 16.5 16.2
Total intangible assets 16.5 16.2
82.6
Total financial assets 82.6 82.6
Total non-current assets 99.0 98.8
Other current receivables 8 185.9 95.9
Current financial investment 9 101.7 200.9
Cash and bank deposits 10 88.3 21.8
Total current assets 375.9 318.6
Total assets 474.9 417.4
Investments in subsidiaries 6,7 82.6
Equity Note 2022 2021
Share capital 11 3.2 3.2
Own shares 0.0 -0.0
Share premium 295.0 306.8
Total paid-in capital 298.2 310.0
Other equity 0.0 23.4
Total retained earnings 0.0 23.4
Total equity 5 298.2 333.5

Balance sheet as of 31 December

Continued

in NOK million

Liabilities Note 2022 2021
Accounts payable 0.6 0.3
Public duties payable 0.2 0.0
Dividends 24.0 0.0
Other current liabilities 8 151.9 83.6
Total current liabilities 176.7 84.0
Total liabilities 176.7 84.0
Total equity and liabilities 474.9 417.4

The Board of Cambi ASA

Asker, 25 April 2023

Per Audun Lillebø Chairman of the board

Andreas Mørk Board member

Anselmo Teixeira Board member

Birgitte Judith Sandvold Board member

Glen Thomas Daigger Board member

Gro Merete Brækken Board member

Vibecke Hverven Board member

Dragos Talvescu Board member elected by the employees

Eirik Fadnes Chief Executive Officer

Cash flow statement for the year ended 31 December

2022 2021
Cash flows from operating activities
Profit/loss before tax -1.4 -4.5
Change in accounts payable 0.3 -1.3
Change in other accrual items -1.4 0.7
Net cash flows from operating activities -2.5 -5.1
Cash flows from investment activities
Payments for the sales of money market fund shares 100.2 0.0
Payments for the purchase of money market fund shares 0.0 -200.0
Payments for the purchase of own shares -10.1 0.0
Net cash flows from investment activities 90.0 -200.0
Cash flows from financing activities
Repayments of long-term liabilities 0.0 -4.0
Net change of group's debt/loan -21.0 -55.4
Net proceeds from private placement 0.0 285.6
Net cash flows from financing activities -21.0 226.2
Net change in cash and cash equivalents 66.5 21.2
Cash and cash equivalents at the start of the period 21.8 0.6
Cash and cash equivalents at the end of the period 88.3 21.8

Notes to the financial statements

For the year ended 31 December 2022

Note 1 - Accounting principles

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in effect in Norway on 31 December 2022 and consist of the income statement, balance sheet, cash flow statement and notes to the accounts. The financial statements are presented in Norwegian kroner, and values are rounded to the nearest million (NOK million), except where otherwise indicated. The financial year follows the calendar year, with the balance sheet date on 31 December.

Foreign currency translation

Transactions in foreign currencies are translated at the rate applicable on the transaction date. Monetary items and nonmonetary items measured at their fair value expressed in a foreign currency are translated into NOK using the exchange rate applicable on the balance sheet date. Non-monetary items measured at their historical price expressed in a foreign currency are translated into NOK using the exchange rate applicable on the transaction date. Changes to exchange rates are recognised in the income statement as they occur during the accounting period.

Income tax

The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/ tax assets are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax is calculated as 22% of temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilised. Taxes payable and deferred taxes are recognised directly in equity to the extent they relate to equity transactions.

Balance sheet classification

Current assets and current liabilities consist of receivables and payables due within one year and items related to the trading cycle. Other balance sheet items are classified as fixed assets/ long-term liabilities. The first year's instalments on long-term debt are not classified as short-term but specified in a note.

Current assets are valued at the lower of cost and fair value. Current liabilities are recognised at nominal value. Fixed assets are valued at cost, less depreciation and impairment losses. Long-term liabilities are recognised at nominal value.

Investment in other companies

Shares in subsidiaries and associates are valued at cost less any impairment losses in the company accounts. The cost price is increased when funds are added through capital increases or Cambi makes contributions to the subsidiaries. Dividends received are initially taken to income. If dividends or Cambi contributions exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from the recorded value of the investment in the balance sheet for the parent company. Dividends or Cambi contributions from subsidiaries are reflected in the same year as the subsidiary makes a provision for the amount. Dividends from other companies are reflected as financial income when approved.

Accounts receivable and other receivables

Accounts receivable and other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts. Provisions for doubtful accounts are based on individual assessments of the different receivables. For the remaining receivables, a general provision is estimated based on expected loss.

Cash flow statement

The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term, highly liquid investments with maturities of three months or less.

Note 2 - Salary and allowances

Payroll expenses in NOK thousand
2022 2021
Remuneration to the Board 1,000 575
Social security 141 81
Total 1,141 656

Camby ASA has no employees. The company's payroll expenses are related to the Norwegian Board members.

Pension obligations

The company has no employees and is not obliged to have an occupational pension under the Act on Mandatory Occupational Pensions.

Auditor

The company has in 2022 paid NOK 308 thousand ex VAT for audit services. In addition, the company has spent NOK 179 thousand on other services from the auditor, included in the income statement.

Note 3 - Financial income and expense

in NOK million
2022 2021
Financial income
Currency exchange gains 0.3 0.1
Interest income from group companies 7.2 1.1
Other interest income 1.7 0.0
Interest income investments 2.5 1.4
Total 11.6 2.6
Financial expense
Currency loss 0.2 0.1
Interest expense to group companies 2.6 0.2
Other interest expense 3.5 0.8
Financial instruments at fair value 0.9 0.5
Loss on sales of shares 0.7 0.0
Total 7.9 1.6
Net financial items 3.7 1.0

Note 4 - Tax

in NOK million

2022 2021
Tax expense
Change in deferred tax -0.2 -0.9
Total -0.2 -0.9
This year's tax base
Result before tax -1.4 -4.5
Permanent differences 0.3 0.5
Permanent difference recognised in equity 0.0 -16.8
Total -1.0 -20.8
Tax payable in balance
Tax payable on current year's result 0.0 0.0
Total 0.0 0.0
Calculation of effective tax rate
Result before tax -1.4 -4.5
22% tax on result before tax -0.3 -1.0
Tax effect permanent differences 0.1 0.1
Total -0.2 -0.9
Effective tax rate 16.4% 19.5%

The tax effect of temporary differences and loss to be carried forward that has formed the basis for deferred tax and deferred tax advantages, is specified by type of temporary differences.

Base for deferred tax asset

2022 2021 Change
Accumulated loss carried forward -74.8 -73.8 1.0
Total -74.8 -73.8 1.0
Deferred tax asset (22%) -16.5 -16.2 0.2

Note 5 – Equity

in NOK million

Share
capital
Own
shares
Share
premium
Other
equity
Total
Equity as of 31 December 2021 3.2 0.0 306.8 23.5 333.5
Annual profit -1.1 -1.1
Dividend -24.0 -24.0
Share buy back 0.0 -10.1 -10.1
Reclassification -11.8 11.8 0.0
Equity as of 31 December 2022 3.2 0.0 295.0 0.0 298.2

Cambi established a share-based incentive program at the end of 2022 for key personnel employed by the company. The purpose of the share-based incentive program is to encourage employees to maintain long-term engagement in the company.

In December 2022, Cambi purchased 1,689,070 own shares at a price of NOK 6.00 per share, for a total consideration of NOK 10,134 thousand.

in NOK million
Name Office Ownership Booked
value
Equity Results
2022
Cambi Group AS Asker, Norway 100% 21.5 36.2 15.3
Cambi Technology Asker, Norway 100% 18.4 11.0 -5.9
Grønn Vekst AS Grimstad, Norway 100% 42.8 20.6 0.1
Total 82.6 67.8 9.5

Note 6 - Group companies

Note 7 - Security, obligations and guarantees

As security for ongoing customer construction contracts, the parent company provides bank guarantees towards the subsidiaries' clients. There are two types of guarantees; advance payment guarantees and performance guarantees.

The parent company has framework agreement with DNB bank with a limit of NOK 220 million and with Tryg Garanti with a limit of NOK 300 million. At the end of 2022, NOK 158 million and NOK 38 million were drawn on the two agreements, respectively.

The parent company has issued a surety bond towards Innovation Norway in connection with the loan of NOK 6 million granted to Cambi Technology

The Norwegian legal units are jointly and severally liable for Cambi's account scheme in DNB bank and for VAT as a consequence of group registration.

Note 8 - Intercompany balances with group companies

2022 2021
Receivables
Group current account 184.3 94.8
Total 184.3 94.8
Liabilities
Group current account 151.9 83.5
Total 151.9 83.5
Note 9 - Current financial investments in NOK million
Cost Market Value Impairment

The investment is valued at the lowest of cost price and market value. The investment funds are classified as fixedincome securities with short maturities and low-risk profiles.

Investment in interest funds 102.9 101.7 1.1

Note 10 - Bank deposits

in NOK million
2022 2021
Group current account 88.1 11.5
Withholding tax account 0.2 0.0
Total 88.3 11.5

Note 11 – Share capital and ownership

Cambi ASA is listed on Euronext Growth. Total share capital as of 31 December 2022 was NOK 3,201,474, distributed in 160,073,700 shares with a face value of NOK 0.02 per share.

Share owners

Number of shares Ownership
Cortex AS 95,009,950 59.35%
AWC AS 30,177,850 18.85%
Verdipapirfondet DNB Miljøinvest 7,733,619 4.83%
Pictet & Cie (Europe) S.A. 6,131,532 3.83%
The Bank of New York Mellon SA/NV 3,080,378 1.92%
JPMorgan Chase Bank 1,846,950 1.15%
EFC HAVN AS 1,263,889 0.79%
OM holding AS 840,000 0.52%
Other shareholders (less than 0.5% holding) 12,178,662 7.61%
Total issued shares 158,262,830
Own shares 1,810,870 1.13%
Total share capital 160,073,700

As of 31 December 2022, the Chair of the Board of Cambi ASA indirectly controlled 95,009,950 shares through the company Cortex AS. Board member Birgitte Judith Sandvold has 20% ownership in Cortex AS. CEO Eirik Fadnes controlled 1,263,889 shares through EFC Havn AS. Board member Andreas Mørk represents 30,177,850 shares owned by AWC AS.

Report on the audit of the financial statements

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Independent auditor's report

Report on the audit of the financial statements

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Cambi ASA Skysstasjon 11A 1383 Asker, Norway

Postal Address PO Box 78 1371 Asker, Norway

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