Dovre Group Oyj

Untitled ANNUAL REPORT 2021 DOVRE GROUP IN BRIEF Dovre Group is a global provider of high-value project management ser- vices. The Group’s parent company Dovre Group Plc is domiciled in Finland and listed on Nasdaq Helsinki (symbol DOV1V). Dovre Group has three business areas: Project Personnel, Consulting and Renewable Energy. The Project Personnel business area has over 30 years of experience as a global provider of project professionals for large investment projects. The Consulting business area operates in the Nordic countries and provides management and project management expertise for the development and execution of large investment projects, including software and industrial reality capture solutions. The Renewable Energy business area consists of the operations of Dovre’s subsidiary Suvic Oy, which is a development company specialising in the construc- tion of energy solutions, in particular wind farm projects and project management in Finland. Through its operations Dovre Group contributes to an environmentally and socially sustainable future. In 2021, the Group’s net sales were EUR 142.7 million and its operating result was EUR 6.1 million. Project Personnel accounted for 53%, Consult- ing for 11% and Renewable Energy for 35% of the net sales. Dovre Group employs more than 870 people worldwide and executes assignments in more than 20 countries. * Renewable Energy included for April–December. The origin of our company name Dovre is the name of the most famous mountains in Norway and represents an everlasting solid foundation. Dovre Group supports our clients with the same solid foundation for decision making and execution for their most challenging projects. MINDS MOVE MOUNTAINS 3 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 1. DOVRE GROUP Dovre Group in Brief 2 Business areas 4 Key Figures 8 CEO’s review 10 Dovre Group as an investment 12 2. REPORT OF THE BOARD OF DIRECTORS 15 3. SHARES AND SHAREHOLDERS 26 Key Figures by Share 29 Calculation of Key Indicators 30 4. CONSOLIDATED FINANCIAL STATEMENTS, IFRS () 32 Consolidated Statement of Comprehensive Income, IFRS 32 Consolidated Statement of Financial Position, IFRS 33 Consolidated Statement of Cash Flows, IFRS 34 Consolidated Statement of Changes In Shareholders’ Equity, IFRS 35 Notes to the Consolidated Financial Statements, IFRS 36 1. General information 36 2. Accounting principles 36 3. Segment information 39 4. Acquisitions 41 5. Net sales 42 6. Other operating income 42 7. Material and services 42 8. Employee benefits expense 42 9. Depreciation and amortization 43 10. Other operating expenses 43 11. Financing income and expenses 43 12. Income tax 44 13. Earnings per share 45 14. Intangible assets 46 15. Goodwill 47 16. Tangible assets 48 17. Inventories 49 18. Financial assets 50 19. Trade and other receivables 50 20. Shareholders’ equity 51 21. Share-based compensation 52 22. Non-current financial liabilities 52 23. Current financial liabilities 53 24. Trade payables and other liabilities 53 25. Changes in liabilities arising from financing activities 54 26. Financial risk and capital structure management 55 27. Commitments and contingent liabilities 57 28. Subsidiaries 57 29. Related party transactions 58 5. FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS () 60 Dovre Group Plc’s Income Statement, FAS 60 Dovre Group Plc’s Balance Sheet, FAS 61 Dovre Group Plc’s Cash Flow Statement, FAS 62 Notes to Dovre Group Plc’s Financial Statements, FAS 63 1. Accounting principles 63 2. Net sales 63 3. Other operating income 64 4. Material and services 64 INDEX () PART OF THE AUDITED FINANCIAL STATEMENTS 5. Employee benefits expense 64 6. Depreciation and amortization 64 7. Auditor fees 65 8. Financing income and expenses 65 9. Income taxes 65 10. Intangible assets 65 11. Tangible assets 66 12. Investments 66 13. Non-current receivables 67 14. Current receivables 67 15. Shareholders’ equity 68 16. Non-current liabilities 68 17. Current liabilities 68 18. Commitments and contingent liabilities 69 6. SIGNATURES FOR THE FINANCIAL STATEMENTS () 70 7. AUDITOR’S REPORT 72 8. CORPORATE GOVERNANCE STATEMENT 76 9. REMUNERATION REPORT 81 10. INVESTOR RELATIONS 85 4 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations BUSINESS AREAS Dovre Group provides high value project management, management consulting and project personnel services. We partner with leading private and public organizations, ensuring successful development and execution of major projects. Through our operations we support an environ - mental and socially sustainable future. Our business is divided into three business units that are presented below. PROJECT PERSONNEL CONSULTING RENEWABLE ENERGY 5 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations PROJECT PERSONNEL Dovre Group’s Project Personnel business area has over 30 years of experience as a global provider of project professionals for large investment pro- jects. Our main markets are the Nordic countries, Asia Pacific, North America, and the Middle East. Our offices are located in Canada, Finland, Norway, Russia, Singapore and the United States. WE BUILD OUR BUSINESS ON EXPERTISE, TRUST AND LOYALTY Dovre Group helps the world’s leading organizations succeed in their projects. We ensure access to the best project professionals – whenever or wherever our clients need them. As a publicly listed company, we are a compliant, transparent, and trustworthy partner for our clients. We consistently get top scores for quality and service when the customers review our work. The key to success in the Project Personnel busi- ness is access to the best project people. Many of our consultants have been with us for decades, on numerous different assignments around the world. We take good care of our consultants, and together we take good care of our clients. We are building a solid portfolio of long-term framework agreements with existing and new clients. STRONG GROWTH IN 2021 IN SINGAPORE AND IN NORWAY In Project Personnel the growth trend that started already in H2 2020 continued in 2021. The head- count levels returned to pre-pandemic levels dur- ing the first quarter of the year, and growth was particularly strong in Singapore and Norway. In the third quarter 2021, despite some adverse COVID-19 impacts, Singapore unit reached its all-time high in headcount with more than 330 consultants engaged in construction and commissioning of several projects locally. The market in Norway was also very active as the combination of high energy demand, high oil price and the Covid-19 tax reg- ulations impacted favourably early phase project activities throughout the year. North America, on the other hand, had more stable development in 2021. In this market, the completion of the Lower Churchill Project – a major hydroelectric project – has been the largest project. Project Personnel net sales increased by 21.1% to EUR 76.2 (62.9) million in 2021. Operating profit increased to EUR 2.9 (1.9) million. The project per - sonnel business employed an average of 685 (541) people. 6 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CONSULTING Dovre Group’s Consulting business area provides advisory services for the effective development and execution of large projects. We operate in the Nordic countries, with offices in Finland and Norway. CONTINUOUS VALUE-ADD IS THE KEY IN LONG-TERM CLIENT RELATIONSHIPS Large projects typically entail several years of con- cept development and planning before execution, and involve large scale investments. Many of our clients maintain project or procurement portfolios that include several projects of different sizes and in different phases. Others, on the other hand, have only one larger project running at a time, but this project is often significant compared to the client’s other investments or business costs. Success in the consulting business requires the ability to contin- uously provide our clients with the services they value. We focus on building long-term customer relationships based on framework agreements and practical advice. WE EXPANDED TO INDUSTRIAL REALITY CAPTURE BUSINESS IN FINLAND In Consulting Finland, the major event was that we continued our business diversification by purchas - ing industrial reality capture business eSite from Fortum in August. eSite specializes in 3D-imaging of industrial sites and operating plants to improve pro- ject execution and operating plant’s performance, and we see it as a promising venture in expanding and strengthening our existing service offering. We expect the value creating impacts of this purchase to be visible in our business from 2022 onward. PROFITABLE GROWTH Consulting in Norway had a very active start of the year with several large public sector consult- ing projects ongoing in the first half of 2021. The unit announced, for example, new agreements with Statsbygg and Gassnova in Norway. The activity gradually normalised in the second half of the year after several major projects were finalised by sum - mer. The volumes remained, however, on a healthy level. In 2021, Consulting’s net sales increased by 11.0 percent to EUR 16.1 (14.5) million and operating profit increased to EUR 2.3 (1.5) million. The busi- ness group employed an average of 88 (85) people during the year. 7 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations RENEWABLE ENERGY Dovre’s strategy to further diversify and expand into renewable energy led to the acquisition of a 51% majority of Suvic Oy in March 2021. Suvic Oy, which forms Dovre’s Renewable Energy business area, is a development company spe- cialising in the construction of energy solutions, in particular wind farm pro - jects and project management. It also offers contracting for the energy and industrial constr uction sector, and ser- vices including consulting, engineering and budgeting of development projects. With the acquisition Dovre also strengthened its position in Finland. We are committed to build our renewable energy operations further and continue our diversification, and already in 2021 we reached more than 50% of our sales outside oil and gas. Most projects in Renewable Energy are carried out during summer months, which means that the Renewable Energy business has stronger season- ality than the other two businesses. SEVERAL NEW PROJECTS ANNOUNCED IN 2021 Renewable Energy business had a very active year in 2021. Suvic Oy started five new windmill park projects, which altogether include 110 windmills, and announced two others. The scope in the five projects that were started var- ied from constructing the foundations for windmills to complete turn-key solu- tions including roads, lifting platforms, foundations, power stations, main power station, internal power grid and main power grid as ground cabling. The project sites are all located in Western or Northern Finland. The two additional projects that will start in 2022 include building in two dif- ferent sites the infrastructure for alto- gether 56 windmills, including roads, lifting platforms, foundations, internal power grid and main power grid ground works. Suvic’s order backlog for 2022 exceeded 50 million euros at year-end. In April–December 2021, Renewa- ble Energy net sales totaled EUR 50.4 (-) million, and operating profit was EUR 1.9 (-) million. The business group employed an average of 22 (-) people during the year. 8 2017 2018 2019 2021 2020 2017 2018 2020 20212019 150 120 90 60 30 0 7 6 5 4 3 2 1 0 7 6 5 4 3 2 1 0 2017 2018 2019 2021 2020 18 15 12 9 6 3 0 -3 % % 20182017 2019 2021 2020 800 600 400 200 0 20182017 2019 2021 2020 80 60 40 20 0 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations OPERATING RESULT NET SALES ROI AND ROE AVERAGE PERSONNEL OF THE YEAR EQUITY-RATIO NET SALES BY SEGMENT 2021 KEY FIGURES Project Personnel Consulting Renevable energy ROI ROE Project Personnel Consulting Renevable energy * Data for Renewable Energy for April–December 2021. MEUR MEUR % OF NET SALES 9 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations EUR THOUSAND IFRS 2021 IFRS 2020 IFRS 2019 IFRS 2018 IFRS 2017 Net sales 142,744 77,474 83,135 65,466 62,681 Change, % 84.2% -6.8% 27.0% 4.4% -25.2% Operating result 6,069 2,351 2,705 539 52 % of net sales 4.3% 3.0% 3.3% 0.8% 0.1% Result before tax 5,610 2,168 2,642 1,058 -398 % of net sales 3.9% 2.8% 3.2% 1.6% -0.6% Result for the period 3,667 1,643 2,091 844 -547 % of net sales 2.6% 2.1% 2.5% 1.3% -0.9% Return on equity, % 14.0% 6.8% 9.0% 3.8% -2.3% Return on investment, % 17.6% 7.9% 10.3% 4.6% -1.1% Equity-ratio, % 40.8% 53.6% 49.2% 59.1% 62.2% Gearing, % -3.7% -10.1% 0.2% -7.8% -9.4% Balance sheet total 69,647 44,497 49,460 37,513 36,389 Gross capital expenditure 172 8 84 164 249 % of net sales 0.1% 0.0% 0.1% 0.2% 0.4% Research and development -169 155 171 160 135 % of net sales -0.1% 0.2% 0.2% 0.2% 0.2% Average number of personnel 796 629 620 495 468 Personnel at end of period 865 610 691 495 476 KEY FIGURES 10 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CEO’S REVIEW CEO’S REVIEW 2021 Dovre’s year of 2021 was marked by our suc- cessful expansion to Renewables and the strengthening of our position in Project Per- sonnel and Consulting businesses in Finland. In addition to significant growth, our profitability and customer satisfaction improved. In 2022, we will continue to further diversify our busi- ness for continued profitable growth. A SHIFT TOWARDS GREEN ENERGY Dovre’s year 2021 can rightly be characterized as a shift towards Green Energy. The acquisition of a 51 percent major- ity shareholding in the Finnish windmill park design and con- struction company Suvic Oy at the end of March 2021 was a significant step in implementing our growth strategy and expanding our operations into renewable energy. With the acquisition, we established a new Renewable Energy business area, which has become a significant part of Dovre’s business in less than a year: its net sales in April– December already accounted for 35% of Dovre’s full-year 2021 net sales. During the same period, we announced seven new wind farm projects, and further three in February 2022. While the Suvic acquisition expands our business into a new area for windmill park design and construction, we see significant synergies between our Renewable Energy and our other businesses. We have been working with our energy cli - ents for 40 years and have supported them in their transition to renewable energy on various wind and solar power projects, and other green energy projects. The acquisition of Suvic deepens our expertise in windmill park projects, and we will invest in capitalizing on the growth opportunities arising from the Suvic acquisition. RAPID GROWTH IN PROJECT PERSONNEL AND CONSULTING The business also developed well in the Project Personnel and Consulting business areas, as the operating environment grad- ually normalized as restrictions on the Covid-19 pandemic were lifted and vaccination coverage increased. We won several new framework agreements and individual agreements in both business units, such as the consulting framework agreements with Statsbygg and Gassnova in Norway. The combined organic revenue growth of the two business areas was 19.2% in 2021. In the Project Personnel business, the largest growth came from Singapore and Norway. The number of employees in our Singapore unit rose to a record level in Q3 with completion of the Johan Castberg project at the end of 2021. In Norway, the demand for our services was boosted by higher oil price and 11 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CEO’S REVIEW to new clients and industries, such as transportation, construc- tion, digitalisation and defence sectors. We expect the competitive market situation to remain tight, and we will closely monitor oil price developments and other market movements. At the time of writing this review in early March 2022, we have also faced the uncertainty of the global economy caused by the outbreak of war in Ukraine and related measures. The effects of the new situation on our customers’ business and demand for our services are still unclear. However, the covid-19 pandemic and the excep- tional circumstances it created have shown that we have the capacity to adapt quickly to changing situations. In addition, COVID-19 tax incentives, that accelerated project early phase activities in the oil and gas sector. The positive development in the Norwegian consulting business continued throughout the year. The most significant event in the Finnish Consulting business was the acquisition of the eSite business from Fortum. eSite specializes in plant imaging and 3D modelling. We will utilise this opportunity in expanding and strengthening our current service offering and expect the benefits to be visible in our business from 2022 onwards. Despite strong growth, we were also able to improve our profitability and customer satisfaction. Dovre Group’s net sales in 2021 increased by 84.2% to 142.7 million euros and the oper- ating profit margin improved to 4.3 (3.0) %. With the growth of our business, our number of employees also increased and was 865 (610) at the end of the year. SHIFT TO RENEWABLES AND DIGITALISATION SUPPORT OUR GROWTH As a global provider of project management services, we oper- ate at the crossroads of megatrends such as climate change and digitalisation. Our value creation for our stakeholders is primarily based on the diversity of our business, the expertise of our consultants, maintaining our long-term customer rela- tionships and keeping our operating costs low. We will continue to invest in our personnel to ensure that the best consultants remain in our service and are available to our clients’ projects. Our strategic priorities are to continue to grow, improve profitability and further diversify our business. We plan to further expand our services in the energy sector. In addition, our goal is to increase the share of Consulting in our business and to continue to diversify our offering in this business area the importance of energy and renewable energy has been clearly proven. I want to thank our employees, whose professionalism and dedication enable us to serve the world’s largest companies and exceed their expectations. I also thank our customers, shareholders, and other stakeholders for their valuable sup- port. Arve Jensen CEO Dovre Group 12 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Dovre Group’s mission is to support an envi- ronmentally and socially sustainable future by providing high value competence in major investment projects in the private and pub- lic sectors. We create value to our clients by helping them to reach their goals. OUR VALUE CREATION IS BASED ON PROJECTS, EXPERTISE AND TRUST Dovre Group provides advisory services, project management solutions and professional project personnel. Our personnel’s deep expertise and ability to advise, develop and manage client projects form the core of Dovre Group’s business model and enable its growth and development. To succeed in crea- ting value for our customers we must first ensure that the best experts in our field continue to be available to us as con - sultants, and thereafter ensure that our clients have access to the right people at the right time. The industries we focus on are energy, building & infra - structure, industry, mining and pulp & paper. Our clients are leading private and public organizations, and the projects in which we partner are typically long-term and complex. Due to the nature of our business, trust is a key element in our business. Therefore, the long-term financial success of Dovre Group depends on – in addition to our employees’ ability to offer valuable advice to clients over time – the long-term customer and employee relationships that are built on trust and loyalty. OUR STRATEGY TARGETS PROFITABLE GROWTH We aim at profitable growth by increasing revenues and profit margins in our existing business units. In 2021 we successfully diversified our business into renewable energy with the acqui- sition of a 51% majority in Suvic Oy, but also by purchasing the eSite industrial reality capture business to complement our Consulting business in Finland. We are committed to build our renewable energy operations further and continue our diversification. We also aim at increasing the relative size of Consulting in our business. Dovre Group’s business units have ambitious strategies that aim for first-class project implementation and customer experiences, sustainable growth and solid financial perfor- mance of the Group. The coronavirus pandemic and its impacts on business demand have proved the resilience of our business model in uncertain times. Our ability to continue operations on a remote basis and to adjust operations to the extent needed has been possible thanks to our strong relationships with our clients and our highly committed personnel and consultants. In addition, our healthy financial position has added to our adaptivity in 2020 and 2021. OPERATING ENVIRONMENT AND OUR COMPETITIVE ADVANTAGES Our long experience in project consulting provides us with a deep understanding of our clients and our operating environ- ment. The market is highly competitive both for winning new clients and projects and for finding new talented consultants. DOVRE GROUP AS AN INVESTMENT In Consulting (Norway and Finland) we compete mainly with local companies specialized in Project management, whereas in Project Personnel our competitors vary from global large players to smaller local companies. In Renewable Energy in Finland our competitors include both domestic and interna- tional players. Increased competition puts margins on the pressure at the same time as client needs rapidly evolve in line with global megatrends such as sustainability, digitalisation and increasing regulation. Area-specific differences in local economies and business cycles in our focus sectors may vary, which requires close monitoring of the market. On the other hand, the scope and diversity of our business and clients also mitigates the impacts of country, area and sector specific risks. 13 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations WHY INVEST IN DOVRE? Our objective is to create value for our share- holders by developing our businesses and by building and maintaining long-lasting customer and consultant relationships based on strong partnerships and accumulated special expertise. We see long-term, constant demand for our cli- ents’ projects and for their need for advice in implementing them. We consider Dovre Group to be well-positioned to strengthen its position in these growing markets. WHY INVEST IN DOVRE? • Established global business and brand • Diversification and risk management through business areas, geographic reach and client sectors • Loyal customer base with low depend - ency on individual clients or projects • Access to best consultants • Megatrends supporting long-term growth • Room for margin improvement through business diversification • Strong financial position with low debt and solid track record as dividend payer OUR COMPETITIVE ADVANTAGES TO WIN AND MAINTAIN CLIENTS ARE THE FOLLOWING: GLOBAL REACH: • We have offices in six countries, delivered projects in +20 countries and are a key player in Norway with strong hubs in Singapore, EMEA and North America. Our global clients value the competence and the ability to follow the projects worldwide. TRUSTED PARTNER: • We are a long-term high-quality provider of consultants and consulting professionals to projects with more than 30 years’ experience. PROJECT FOCUS: • We have strong inhouse project competence combined with practical experience from world-class client pro- jects. Our experience enables the recruitment of the best consultants. Our projects are always tailored to client needs. PROFOUND EXPERTISE: • We have access to the best, pre-qualified professionals in the industry. Some of the contractors and consultants have been working with Dovre for more than 20 years and Dovre’s consultants have been ranked number 1 in Norway. LEADING CLIENTS: • We have an extensive and continuously increasing reference list within the energy operations including Equinor, Exxon, Aramco Shell, Husky, ABB, Siemens and Aibel. In addition, we are increasing reference lists in infrastruc - ture, IT, public administration, health, defence. In Norway we have been engaged since 2000 by the Ministry of Finance as a third-party company ensuring quality assurance for all major public projects. TRANSPARENT AND SUSTAINABLE OPERATIONS: • As a listed company, our operations are transparent for all stakeholders. We have a strong focus on ESG mat- ters both internally and through client projects. We seek growth especially in the huge energy transformation from oil and gas to renewable energy. 14 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations REPORT OF THE BOARD OF DIRECTORS JAN. 1–DEC. 31, 2021 15 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 2. REPORT OF THE BOARD OF DIRECTORS GROUP’S KEY FIGURES EUR MILLION 2021 2020 CHANGE % Net sales 142.7 77.5 84.2 EBITDA 6.9 3.2 117.0 % of net sales 4.8 3.0 Operating result 6.1 2.4 158.1 % of net sales 4.3 3.0 Profit before taxes 5.6 2.2 158.7 % of net sales 3.9 2.8 Earnings for the shareholders of the parent company 3.7 1.6 123.2 % of the net sales 2.6 2.1 Net cash ﬂow from operating activities 2.3 4.2 -45.0 Net debt -1.0 -2.4 56.3 Debt-equity ratio (Gearing), % -3.7 -10.1 -63.4 Earnings per share, EUR Undiluted 0.035 0.016 118.8 Diluted 0.035 0.016 118.8 MAIN EVENTS IN 2021 During 2021, Dovre Group announced two strategic acquisitions, i.e. the acquisition of a 51% majority shareholding in Suvic Oy and the eSite business acquisition. They both support Dov - re’s strategic targets of further diversifying the Group’s business by increasing the relative share of revenues from land-based industries and renewable energy production and aiming for first-class project implementation and customer experiences, sustainable growth, and the solid financial performance of the Group. SUVIC ACQUISITION AND THE NEW RENEWABLE ENERGY SEGMENT In March, Dovre Group completed the acquisition of a majority shareholding in the Finnish windmill park construction and construction design company Suvic Oy, which specializes in building windmill park infrastructure as a turn-key solution as a single contractor. Suvic Oy, headquartered in Oulu, Finland, continues its operations as part of Dovre Group as an independent operational unit. The company was consolidated with Dovre Group from March 31, 2021, and reported as part of the new Renewable Energy segment. Further information on the acquisition can be found in the stock exchange releases issued by Dovre Group on March 10, 2021, and March 31, 2021. ESITE BUSINESS ACQUISITION Dovre Group purchased eSite operations from Fortum in a transaction announced in August 2021. eSite is a reality capture start-up company that specializes in 3D-imaging of industrial sites and operating plants to improve project execution and the performance of operating plants. eSite’s secure cloud services make it possible for relevant stakeholders to visit industrial plants and construction sites remotely and improve project execution, shutdown planning, operations and maintenance, and safety at site. The acquired reality capture services expand Dovre’s offering in project consulting and they are integrated into Proha’s project management solutions. Further information on the transaction can be found in the stock exchange releases issued by Dovre Group on August 16, 2021. NET SALES In 2021, Dovre Group’s net sales increased by 84.2% to EUR 142.7 (77.5) million. Net sales inc- reased mainly due to the Suvic acquisition and the resulting strong growth in the Renewable Energy segment, but also due to the favorable development of other businesses. Project Personnel accounted for 53 (81) %, Consulting for 11 (19) % and Renewable Energy for 35 (-) % of the Group’s net sales. Renewable Energy is included in the figures for April–December, and it accounted for 41% of the Group’s net sales in this period. Project Personnel’s net sales increased by 21.1% to EUR 76.2 (62.9) million and net sales for Consulting increased by 11.0%, totaling EUR 16.1 (14.5) million. Net sales in Renewable Energy totalled 50.4 (-) million euros. 16 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations By market area, EMEA’s net sales totalled EUR 113.1 (59.9) million, accounting for 79 (77) % of the Group’s net sales in 2021. Net sales for AMERICAS were EUR 7.4 (7.7) million, accounting for 5 (10) % of the Group’s net sales. Net sales for APAC were EUR 22.2 (9.9) million, accounting for 16 (13) % of the Group’s net sales. Year-on-year ﬂuctuations in foreign currency exchange rates had hardly any impact on the Group’s net sales in 2021. At constant currencies, net sales would have increased by 83.3% year-on-year in 2021 instead growing by 84.2%. Several existing clients in Project Personnel and Consulting used their options to extend agreements in 2021. In addition, Dovre won several new frame agreements and single contracts in all three business units. NET SALES BY REPORTING SEGMENT EUR MILLION 1–12/2021 1–12/2020 CHANGE % Project Personnel 76.2 62.9 21.1 Consulting 16.1 14.5 11.0 Renewable Energy 50.4 Group total 142.7 77.5 84.2 * Renewable Energy figures since 1 April 2021 (Suvic acquisition). NET SALES BY MARKET AREA EUR MILLION 1–12/2021 1–12/2020 CHANGE % EMEA 113.1 59.9 89.0 AMERICAS 7.4 7.7 -4.7 APAC 22.2 9.9 125.4 Group total 142.7 77.5 84.2 Dovre Group’s market areas are: • EMEA: Norway, Middle-East, Finland • AMERICAS: Canada, US • APAC: Singapore PROFITABILITY Dovre’s other operating income totaled EUR 0.3 (0.2) million in 2021. Material and service expenses increased to EUR 46.0 (0.2) million and they consist of purchases for conducting the new Renewable Energy operations. Employee benefit expenses increased in line with business expansion by 20.4% to EUR 85.4 (70.9) million. Other operating expenses were up to EUR 4.8 (3.3) million. The Group’s EBITDA improved by 117.0% to EUR 6.9 (3.2) million. The Group’s 2021 operating result improved by 158.1% to EUR 6.1 (2.4) million. Project Personnel’s operating result was EUR 2.9 (1.9) million, Consulting’s operating result was EUR 2.3 (1.5) million and Renewable Energy’s operating result was EUR 1.9 (-) million. The operating result of the Group’s Other functions was EUR -0.7 (-0.7) million. EBITDA EUR MILLION 1–12/2021 1–12/2020 CHANGE % Project Personnel 3.3 2.3 41.6 Consulting 2.3 1.5 53.5 Renewable Energy 2.0 Other Functions -0.7 -0.7 -4.1 Unallocated ) 0.0 -0.3 -56.7 Group total 6.9 3.2 117.0 OPERATING RESULT EUR MILLION 1–12/2021 1–12/2020 CHANGE % Project Personnel 2.9 1.9 54.4 Consulting 2.3 1.5 55.3 Renewable Energy 1.9 Other Functions -0.7 -0.7 -1.5 Unallocated ) -0.3 -0.3 1.2 Group total 6.1 2.4 158.1 * Unallocated expenses include amortization of client agreements and relations. 17 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations The Group’s result before taxes was EUR 5.6 (2.2) million including EUR -0.5 (-0.2) million of finance items. The Group’s result for the period was EUR 4.3 (1.6) million in 2021. The earnings for the shareholders of the parent company were EUR 3.7 (1.6) million and the share of the non-con - trolling interest (holders of the 49% minority in Suvic) totalled EUR 0.6 million. The Group’s earnings per share were EUR 0.035 (0.016). Return on average capital employed before taxes (ROI) was 17.6 (7.9) %. CASH FLOW, FINANCING AND INVESTMENTS On December 31, the Group’s balance sheet total was EUR 69.6 (44.5) million. The Group’s cash and cash equivalents totaled EUR 9.5 (8.5) million. In addition, the Group has an unused credit limit of EUR 2.7 million. On December 31, the Group’s equity totalled EUR 28.4 (23.9) million. Group’s equity increased following the Suvic acquisition as Dovre issued 3 million shares to the sellers of Suvic in a directed new share issue. The subscription price of EUR 1.1 million was recorded in full in Dovre Group’s invested unrestricted equity fund. At the end of December, the Group’s equity ratio was 40.8 (53.6) % and the debt-equity ratio (gearing) -3.7 (-10.1) %. The interest-bearing liabilities amounted to EUR 8.5 (6.1) million, accounting for 12.1 (13.8) % of the Group’s shareholders’ equity and liabilities. A total of EUR 6.2 (4.2) million of the Group’s interest-bearing liabilities were current and a total of EUR 2.3 (1.9) million non-current. The Group’s cash ﬂow includes Suvic Oy’s cash ﬂows from April 1, 2021. In 2021, net cash ﬂow from operating activities was EUR 2.3 (4.2) million, which includes a EUR -3.5 (1.9) million change in working capital. Both trade and other receivables and trade and other payables increased following the Suvic acquisition, which in particular inﬂuenced the net cash ﬂow from operating activities. In addition, the rapid growth in Singapore increased the working capital needs in 2021. Net cash ﬂow from investing activities was EUR -2.6 (-1.0) million and relates mainly to the payment of purchase price to the sellers of Suvic Oy in March 2021. The debt-free and net cash purchase price of the transaction was about EUR 3 million, of which EUR 2 million was paid in cash. Net cash ﬂow in the comparison year includes the payment of the additional purchase price to the sellers of Tech4Hire, a company acquired in 2019, in February 2020. Net cash ﬂow from financing activities was EUR 0.9 (-0.1) million. The figure includes the withdrawal of a loan corresponding to the cash portion of the Suvic acquisition of EUR 2.0 million. In addition, the Group paid a total of EUR 1.1 (1.0) million in dividends. The balance sheet goodwill increased with the Suvic acquisition to EUR 20.9 (16.4) million on December 31. No indications of impairment exist. CHANGES IN THE GROUP STRUCTURE With the acquisition closed on March 31, 2021, Suvic Oy became a 51% owned subsidiary of the Dovre Group and reported as a new business area Renewable Energy. There were no other changes in the Group’s structure in 2021. RESEARCH AND PRODUCT DEVELOPMENT The Group’s research and development costs were EUR 0.2 (0.2) million in 2021, which equals 0.1 (0.2) % of the Group’s net sales. PERSONNEL During 2021, the average number of personnel employed by the Group was 796 (629). The increase in the average number of employees was driven by both organic growth in Project Personnel business area and the acquisition of Suvic Oy. Project Personnel employed 685 (541), Consulting 88 (85) and Renewable Energy 22 (-) people. In the Project Personnel business area 21 (22) % of employees were independent contractors. PERSONNEL AVERAGE 1–12/2021 1–12/2020 CHANGE % Project Personnel 685 541 26.4 Consulting 88 85 3.3 Renewable Energy 22 Other Functions 2 3 -40.0 Group total 796 629 26.5 18 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations The number of people employed at the end of December increased. On December 31, 2021, Dovre Group employed 865 (610) people, 743 (521) of whom were employed by Project Person - nel, 90 (86) by Consulting, 32 by Renewable Energy and 1 (3) by Other Functions. The Group’s personnel expenses in 2021 were EUR 85.4 (70.9) million. GROUP MANAGEMENT Miko Olkkonen (M.Sc. Engineering) was appointed as the new Vice President of Finnish Project Personnel business and CEO of Proha Oy as of September 1, 2021. He was also appointed as a member of Dovre Group’s Executive team. There were no other changes in the Group Executive Team. At the end of 2021, Dovre Group’s Group Executive Team consisted of Arve Jensen (CEO), Stein Berntsen (President, Consulting), Sirpa Haavisto (CFO), and Miko Olkkonen (Vice President Finland). The Annual General Meeting of June 10, 2021, re-elected Ilari Koskelo, Kristine Larneng, Antti Manninen, and Svein Stavelin as members of the Board of Directors. Convening after the AGM, the Board elected Svein Stavelin as Chairman of the Board and Ilari Koskelo as Vice Chairman. SHARES, SHAREHOLDERS, AND STOCK OPTIONS CAPITAL AND TRADING Dovre Group Plc has one series of shares. Each share entitles its holder to one vote. Dovre Group Plc’s shares are listed on Nasdaq Helsinki Oy. The share capital of Dovre Group Plc on January 1, 2021, and December 31, 2021, was EUR 9,603,084.48. The total number of shares on January 1, 2021, was 102,956,494. The number of shares increased in the first half of 2021 when the Dovre Group issued 3,000,000 new shares to the sellers of Suvic Oy in a directed share issue. The total number of shares on December 31, 2021, was 105,956,494. The average number of shares during the period was 104,956,494 shares. In 2021, altogether 60.2 (31.1) million Dovre Group shares were exchanged on the Nasdaq Helsinki Ltd., corresponding to a trade of approximately EUR 30.9 (8.7) million. During the year, the volume weighted average price of Dovre share was 0.51 (0.28), the lowest quotation was EUR 0.28 (0.20) and the highest EUR 0.78 (0.37). On December 31, 2021, the closing quotation was EUR 0.68 (0.28). The period-end market capitalization was approximately EUR 72.3 (28.7) million. OWN SHARES Dovre Group did not repurchase the company’s own shares during 2021. At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of 633,612 shares were transferred on March 30, 2021, without consideration to the key persons participating in the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and conditions of the program. At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing approximately 0.22% of all the company’s shares and votes. SHAREHOLDERS AND HOLDINGS OF THE BOARD OF DIRECTORS AND THE CEO On December 31, the number of registered shareholders of Dovre Group Plc totaled 5,855 (4,016), including 8 (10) nominee-registered. The share of nominee-registered shares was 4.2 (4.2) % of the Group’s shares. On December 31, members of the Group’s Board of Directors and the CEO held, including holdings through controlled companies and family members living in the same household, a total of 8,721,871 (8,227,751) shares in the company, representing 8.2 (8.0) % of all shares and voting rights. The company did not have open stock option plans at the end of the year. There was one ﬂagging notification during the year. According to the notification received from Kyösti Kakkonen, the ownership of Joensuun Kauppa ja Kone Oy of the shares and voting rights in Dovre Group Plc increased above 10% on June 15, 2021. At the end of the year, the total number of shares and voting rights in Dovre Group Plc held by Joensuun Kauppa ja Kone Oy was 10,340,917, pieces (10.04%) and K22 Finance Oy was 2,000,000 pieces (1.88%). Both companies are controlled by Kyösti Kakkonen. HOLDINGS OF BOARD OF DIRECTORS AND CEO 31.12.2021 NAME SHARES, PCS PERCENTAGE OF SHARES Svein Stavelin 334,613 0.3 Ilari Koskelo 7,279,653 6.9 Antti Manninen 533,485 0.5 Kristine Larneng 0 0.0 Board members, total 8,147,751 7.7 CEO Arve Jensen 574,120 0.5 Tota l 8,721,871 8.2 19 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations SHAREHOLDER AGREEMENTS Dovre Group is not aware of any shareholder agreements pertaining to share ownership or the use of voting rights. STOCK OPTIONS AND LONG-TERM INCENTIVE PLANS At the end of 2021, Dovre Group had no open stock option plans or long-term share-based incentive programs. The vesting period for the long-term share-based incentive and commit - ment program for the top management for 2018–2020 ended at the beginning of 2021, and the earned shares were transferred to the key personnel involved in March 2021. ANNUAL GENERAL MEETING AND THE AUTHORIZATIONS OF THE BOARD OF DIRECTORS Dovre Group Plc’s Annual General Meeting (AGM) was held on June 10, 2021. The AGM adopted the financial statements and consolidated financial statements for 2020 and discharged the members of the Board of Directors and the CEO from liability for the financial year ending on December 31, 2020. In accordance with the Board´s proposal, the Annual General Meeting decided that a dividend of EUR 0.01 per share to be paid for the financial year 2020. The dividend was paid on June 28, 2021. The AGM decided that the number of Board members be set at four (4). Svein Stavelin, Ilari Koskelo, Kristine Larneng, and Antti Manninen were re-elected as members of the Board. The AGM resolved that the chairman of the Board be paid EUR 35,000, the Vice Chairman of the Board EUR 25,000, and each other member of the Board EUR 22,000 per year. The annual compensation is to be paid in cash. In addition, reasonable travel expenses are also compensated. The AGM elected Audit firm BDO Oy as the company’s auditor. BDO Oy informed that Authorized Public Accountant Ari Lehto acted as the principal auditor. The auditor’s fee is paid according to the approved invoice submitted by the auditor. The AGM authorized the Board of Directors to decide on the repurchase of the company’s own shares and to decide on the issuance of new shares and/or the conveyance of own shares held by the company and/or the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. Both authorizations cover a maximum of 10,100,000 shares, which corresponds to a maximum of 9.5% of the total number of shares in the company. The authorizations are valid until June 30, 2022, and revoke the previously granted corresponding authorizations. During 2021, Dovre Group Plc’s Board of Directors did not use the authorizations granted in 2020 or 2021 to repurchase own shares. The Board of Directors used the authorization given by the 2020 AGM to decide on the issuance of new shares, the conveyance of own shares and/or the granting of special rights referred to in Chapter 10, Section 1 of the Companies Act when it decided on the directed share issue to the sellers of Suvic Oy in March 2021 and on transferring own shares to key personnel in accordance with the long-term incentive program 2018–2020. The corresponding mandate issued in 2021 is completely unused. The decisions of the General Meeting are available in full at Dovre’s website at https://www. dovregroup.com/investors/share-and-ownership.html#authorizations REPORT ON NON-FINANCIAL INFORMATION This statement describes Dovre Group’s non-financial information in accordance with Chapter 3a, sections 1–6 of the Finnish Accounting Act. This disclosure on non-financial issues focuses on describing the company’s sustainable business practices as they are defined in the Group’s Code of Conduct. It presents Dovre Group’s corporate responsibility principles, key performance indicators, and risk management for the required non-financial information areas (environ- mental matters, social and employee-related matters, human rights, and anti-corruption and bribery) on a higher level and primarily reﬂecting the Group’s Code of Conduct and other existing company practices. BUSINESS MODEL Dovre Group is a global provider of project management services. It has three business areas: Project Personnel, Consulting, and Renewable Energy. Project Personnel accounted for 53 (81) %, Consulting for 11 (19) %, and Renewable Energy for 35 (-) % of Dovre’s net sales in 2021. At the end of the year, the Group employed 865 (610) people worldwide. The Group’s Project Personnel business is a global provider of project professionals for large investment projects especially in the energy, infrastructure, and industrial sectors. It assists organisations in global, large, and complex projects with the recruitment of personnel and mobility services to ensure that projects are on time and budget and that they exceed expectations. The Group’s Consulting business operates in Nordic countries and provides project man - agement expertise for the development and execution of large investment projects in trans- portation, buildings and property, IT and communication, power transmission, carbon capture and storage, health, defence, pulp and paper, and energy sectors. It provides strategic and 20 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations operational expertise in project management and procurement, ranging from business defini- tion to execution and across technical, commercial, and legal disciplines. The unit also provides project management software and industrial VR solutions. The Group’s Renewable Energy business consists of the operations of Dovre’s 51%-owned subsidiary Suvic Oy. Suvic Oy is a development company specialising in the construction of energy solutions, in particular wind farm projects and project management. It also offers con - tracting for the energy and industrial construction sector, and services including consulting, engineering, and budgeting of development projects. In all three business areas Dovre Group’s consultants typically work on clients’ premises and project sites. Following the outbreak of the COVID-19 pandemic in 2020, projects were managed to the extent possible from remote locations and home offices also in 2021. Dovre expects these changes to be in part permanent, leading to less travel and more remote and home office work in the future. The eSite business acquired in 2021 contributes to the needs of remote work and project management for its part. However, as many projects require on-site visits and project management, the need for local resources is expected to increase in the future. In general, the need for consultants within project management is still mainly driven by project investment levels, which are projected to remain at a good level after the COVID-19 pandemic. Value creation for shareholders Dovre Group’s clients include private companies and public organisations. Its competent person- nel, with the ability to advise, develop, and manage projects, forms the core of the company’s business model and enables its growth and development. For the successful development, planning, and execution of projects, it is crucial to find the right people with the right skills, and to make sure that they are in the right locations at the right time. By ensuring access to the best project professionals and by delivering the specific expertise that is needed for each individual client project, Dovre is able to help its clients reach their goals. The long-term financial success of Dovre is based on its employees’ ability to offer val - uable advice to clients over time and on the long-term client and employee relationships that are built on trust and loyalty. Remote working conditions during the COVID-19 pandemic have underlined the importance of clear communications, precise project management, and the ability to adjust in changing situations. We expect remote working conditions to lead to greater demand for knowledge and ﬂexibility and to drive further digitalisation. THE FOUNDATIONS FOR RESPONSIBLE OPERATIONS Dovre seeks to act responsibly in all its operations. The Group’s Code of Conduct defines the general principles on how the company treats others, how to engage in business, and how to safeguard corporate assets. The Code of Conduct tells Dovre’s clients, investors, and the communities in which it works that Dovre is committed to following only the highest ethical standards. The Code of Conduct is available to all stakeholders on the Group’s website (Investors -> Corporate Governance). All Dovre employees (including staff, consultants, and contractors) are expected to comply with the Code of Conduct, have a detailed knowledge of its provisions, and assume personal responsibility for performing their duties with fairness and integrity. In addition, Dovre follows the principles of the United Nations’ Universal Declaration of Human Rights. The Group’s operations in Norway, Canada, and Singapore are ISO9001:2015 certified. ENVIRONMENTAL RESPONSIBILITY As an expert organisation where most of the client work is carried out at the clients’ organisa - tions and offices, the direct environmental impacts of Dovre’s own operations are moderate. In addition to the electricity consumption of its own offices, the environmental impacts arise primarily from travel. In particular, project work is mobile and often takes place at clients’ sites, on their premises or on their construction sites. However, traveling to client sites has decreased strongly since the beginning of the COVID-19 pandemic, and despite the gradual opening of communities in 2021, Dovre expects the transition to remote work to be partly permanent. This will in turn lead to permanently reduced environmental impacts as air travel will be significantly reduced. Dovre’s Code of Conduct underlines that the Group operates in an environmentally respon - sible manner at all its locations around the world. In addition, the company has a written Health, Safety and Environment (HSE) policy which applies to all employees working under Dovre Group’s supervision as well as those working under its clients’ supervision. In the HSE policy, the Group advises to minimize waste and prohibits the contamination of the environment. Through systematic HSE work, Dovre minimizes harm to the environment. Consultants and contractors who work under a client’s supervision are also expected to meet all of the client’s HSE policies and standards. Due to the nature of Dovre’s business, the indirect impacts of its operations on the environ - ment are estimated to be significantly larger than the direct impacts. Amounting to more than 1,000 new client assignments per year, client projects are at the very core of Dovre’s impact on societies and the environment. With the introduction of the new Renewable Energy business in 2021, Dovre diversified its services further into the energy sector and is currently contributing through its subsidiary Suvic Oy’s windmill park projects to the energy transition and a more extensive use of renewable energy in society. This transformation is a key focus area for the 21 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations company. Dovre estimates that the handprint of its Renewable Energy business will outweigh the direct footprint of its own operations already in the next few years. Dovre’s key contribution to sustainability arises from participating in designing and man - aging the projects and consulting clients to the highest standards, which are based on the Dovre Code of Conduct. Dovre Group performs strictly within the framework of its clients’ final investment decisions and Dovre’s contracts with clients. SOCIAL AND EMPLOYEE-RELATED MATTERS Responsibility in client relationships Dovre’s focus is on managing projects, supporting operations, and consulting with clients according to the highest professional and ethical standards. An ability to help clients develop their businesses in a changing world and to exceed client expectations is a key component for Dovre’s successful business performance. Dovre Group’s reputation for integrity is built on its respect for laws, regulations, and other requirements that apply to the conduct of business in all countries in which Dovre Group is present. It is also based on the trust it has earned from clients. This trust is fundamental to the company’s business and one of its greatest assets. Therefore, the Group does its best to ensure high customer satisfaction and access to top talents needed for performing client projects. The guiding principles of the Group’s operations are fairness and honesty. In addition to the Company’s Code of Conduct, which guides all of Dovre’s business opera - tions, the Group has country-specific procedures and guidelines to support consistent, high-qual- ity customer service in use. The new procedures introduced in 2020 following the COVID-19 pandemic have been further adjusted in 2021 to minimize social risks of any kind during the pandemic. Customer satisfaction assessments, and surveys if applicable, are performed in each unit in order to secure the continuous improvement of the company’s services. Dovre organizes quality assessment meetings with its largest clients to assess customer satisfaction and its progress compared to previous years. Data protection and information security As a part of their work, Dovre’s employees get access to a wide range of client data. The com - pany seeks a high level of data protection, data privacy, and information security in all of its activities. Dovre is committed to protecting the data, materials, and devices in our possession, regardless of who they belong to – the Group, clients, or partners. Dovre Group respects employees’ right to privacy in relation to the confidentiality of per - sonal information and handles all personal information confidentially and in compliance with the applicable privacy laws and regulations. Employee satisfaction Professional employees are the most important asset in the Group. Since the company’s success depends on being able to offer and place the right talents for each client project, the Group’s social responsibility is mainly related to the company’s personnel and working conditions. Dovre’s Code of Conduct is the foundation of the company’s human resource manage- ment. The Group aims to be a desired employer in the project management sector and wants to support the employee experience, personnel well-being, and development of expertise. Dovre’s aim is to keep talented consultants in Dovre’s network. Access to the most talented employees is ensured by competitive compensation and cooperation with universities in the Norway unit. In addition, consultants have the possibility to have an impact on their working hours and working assignments. The majority of Dovre’s consultants work on the clients’ premises, and remote working practices were common already before the COVID-19 pandemic. We have worked closely with our clients and consultants to minimize all adverse impacts during the pandemic. In 2021, the Group had on average 796 (629) employees, of which 685 (541) worked in the Project Personnel business, 88 (85) worked in Consulting business, and 22 (-) worked in Renewable Energy business. In the Project Personnel business, 92 (91) % of the employees were on temporary employment agreement, working as a freelancer or as subcontracted per - sonnel, and 8 (9) % were permanent employees. In the Consulting business, 45 (39) % were permanent employees and 55 (62) % worked as a temporary or freelancer/subcontractor. In the Renewable Energy business, 100 (-) % were permanent employees. Employee satisfaction is monitored with surveys, which are performed in each unit regularly. The results have been good. Occupational health and safety Dovre is committed to protecting the health, safety, and security of everyone at all its sites and locations, offering the same high standards wherever it has operations. The Group demands its clients, contractors, and partners show this same commitment. The rapid transition to the extensive use of remote work and home offices has challenged everyone, and this type of work creates both a positive and negative impact on health, safety, and security. Our preliminary evaluations show that even if these changes were implemented very fast, the majority of our consultants have adapted to them very well. We have not received major negative reports on this transition, but of course the long-term effects are yet unclear. 22 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Dovre expects its personnel to comply with applicable laws, standards, and instructions related to health and safety in the workplace. All the employees have a responsibility to report any hazardous situations they may witness, or any incident indicating such risks, and to help implement preventive measures. Safety guidelines must be strictly adhered to. The Health, Safety and Environment (HSE) policy has a high interest and value for Dovre’s operations, and it applies to all employees working under the supervision of Dovre Group or its clients. The Group’s long-term goal is to avoid all injuries and loss. HSE procedures and routines are designed to ensure a safe work environment at any time to safeguard the health and safety of personnel. Since the majority of work is carried out at clients’ offices, all consultants and contractors working under the supervision of clients are also expected to meet all the clients’ HSE policies and standards. Measures to offset any risks related to environment, health, and safety issues are applied at all sites and throughout projects and implemented in cooperation with the relevant bodies and committees. Dovre Group recognises that alcohol abuse and drug use pose significant threats to job performance and the safety and security of operations. The company exercises zero tolerance to working under the inﬂuence of any intoxicating substances. In 2021, the Group had less than 2 (2) % absences due to illness and no major incidents were reported. RESPECTING HUMAN RIGHTS Dovre’s Code of Conduct includes a commitment to respecting human rights. The Group follows the principles of the United Nations’ Universal Declaration of Human Rights, and honors labor rights and international labor standards. Dovre treats all its employees fairly and equally. The Group values and fosters fair treatment and equal opportunity in the recruitment, remuneration, development, and advancement of employees. Diversity, equality, and non-discrimination Dovre is committed to a policy of non-discrimination on the grounds of age, race, gender, ethnic origin, nationality, religion, health, disability, marital status, sexual preference, political or philosophical opinions, trade-union membership, or any other characteristics protected by applicable law. It does not accept any form of sexual, physical or psychological harassment. The company complies with all laws pertaining to freedom of association, privacy, collective bargaining, working time, wages and salaries, and laws prohibiting forced, compulsory, and child labor, and employment discrimination. In addition to the requirement for all employees to follow these principles included in the company’s Code of Conduct, Dovre promotes equal opportunities in its business operations regularly. The gender split in management in all units was 62 (54) % male and 38 (46) % female, and in administration, including selling operations, research and development, finance, and human resources, it was 46 (29) % male and 53 (71) % female. The total Group gender split was 79 (76) % male and 21 (24) % female. Dovre had more than 25 different nationalities working for the company in 2021. ANTI-CORRUPTION AND BRIBERY Dovre prohibits improper payments as well as any form of extortion or corruption, including bribes. The Group is committed to strict compliance with anti-money laundering laws. The Group’s personnel must not participate in any agreement with any competitor or other party that may have the intent or effect of fixing prices, distorting a bidding process, dividing a market or participating in any kind of activity which is against open and fair competition. RISK MANAGEMENT AND ADDRESSING CLIMATE CHANGE The Group’s non-financial risks are managed as a part of the company’s general risk manage - ment process and in line with its general risk management policy. This policy is described in the Group’s Corporate Governance Statement, which is available at: (https://www.dovregroup. com/investors/corporate-governance.html). From the shareholder perspective, the largest non-financial risks are: 1) losing access to top consultants 2) losing client trust and good reputation. These risks are mitigated by ensuring access to top talents and ensuring employee well-being, continuous monitoring of customer satisfaction, proper governance, and risk management policies. The Group’s general risk management is guided by the legal requirements, business require- ments set by shareholders of the company, and the expectations of clients, personnel, and other important stakeholders. The goal of risk management is to systematically and comprehensively acknowledge and identify any risks relating to the company’s operations and to make sure that all such risks are appropriately accounted for when making business decisions. The Group’s risk management procedures support the achievement of the Group’s strategic goals and seek to ensure the continuity of the Group’s business operations. The Group takes risks that are a natural part of its strategy and objectives. The Group is not ready to take risks 23 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations that might endanger the continuity of its operations or be uncontrollable or that may signifi- cantly harm the Group’s operations. In accordance with the Group’s risk management procedures, the Board of Directors receives an annual report of the most significant risks facing the Group. The Board analyses the risks from the point of view of shareholder value. In addition, each unit has a separate risk register and procedure to mitigate business risk. Planned future actions The Group further plans to develop its processes in the next few years by identifying material corporate responsibility items and defining corporate responsibility principles, risks, and key performance indicators for each specific non-financial reporting area. In addition, the Group monitors different regulatory initiatives and prepares for the EU’s CSRD reporting from 2023 onward. Climate change The risks related to climate change and to the major shift towards renewable energy are already addressed by our strategy. The number of projects within renewable energy is expected to increase during the next few years. The direct impacts of climate change are being continuously monitored in each unit and are addressed annually in our risk assessments. Current direct risks are mainly related to business contingency during major environmental challenges like environmental disasters (major storms or exceptional weather conditions). Through its wind farm projects, the Renewable Energy business contributes to the trans - formation of the energy sector and the wider use of renewable energy in society. This change is a key focus for Dovre Group. CORPORATE GOVERNANCE STATEMENT Dovre Group follows the recommendations of the Corporate Governance Code 2020 issued by the Finnish Securities Market Association. The Corporate Governance Statement 2021 has been issued separately from the report of the Board of Directors and is available on the company’s investors site and in its Annual Report 2021. Dovre Group’s corporate governance principles are available at www.dovregroup.com -> Investors. BUSINESS SEASONALITY Dovre Group’s Renewable Energy business has stronger seasonality than the other two busi- nesses due to the fact that most of its projects are carried out during the summer months. As the segments fixed costs spread evenly throughout the year, its operating profit is seasonally at its lowest in Q1 and at its highest in Q3. The Project Personnel and Consulting businesses are carried out more evenly during the year with limited seasonal variations. SHORT-TERM RISKS AND UNCERTAINTIES In the Project Personnel business area, the Group’s most significant risks include the cyclicality of its clients’ business. Market developments in Norway are particularly important for Project Personnel due to the business area’s strong position in the Norwegian market. In addition, expansion into new client segments requires expenditure and includes risks. The business area’s other challenges are found in maintaining its competitiveness and profitability. The Project Personnel business is project-based by nature, thus adding an element of uncertainty to forecasting. From time to time, there might be a local dependence on one major project or client. Dovre Group is responsible for the work performed by its consultants. However, the company has no overall responsibility for project delivery. In the Consulting business area, general economic uncertainty does not have as direct an impact on the demand for the Group’s services. This is mainly due to the fact that one of the Group’s main clients, the Norwegian public sector, aims to invest counter-cyclically. Project delivery involves minor risks due to both clients and the Group’s own personnel, such as project delays or loss of key personnel. In the Renewable Energy business area, Suvic has in its normal operations various contrac - tual risks depending on the differences in scope of work for each. These risks are mitigated through performance and various guarantees and insurances. Dovre Group holds a minority share in SaraRasa Bioindo Pte. Ltd. (Bioindo), a company that produces pellets from wood residue. Bioindo’s production unit is located in Indonesia and is thus exposed to high country risk. Other significant risks include risks relating to commercial agreements, especially feedstock purchase and end-product sale agreements. The Group’s reporting currency is the euro. The Group’s most important functional curren - cies are the Norwegian crown, the Canadian dollar, the Singaporean dollar, and the US dollar. Although the Group’s sales and corresponding expenses are mainly in the same currency, 24 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations currency ﬂuctuations can affect the Group’s net sales and operating result. Foreign currency denominated assets and liabilities can also result in foreign exchange gains or losses. OTHER EVENTS DURING THE REPORTING PERIOD During 2021, Suvic started five new windmill park projects and announced two additional projects. The Karhunnevankangas, Puskakorpi, and Merkkikallio projects all started in May 2021. The Karhunnevankangas windmill project includes construction of the foundations of 33 windmills for wpd Construction Finland Oy. The Puskakorpi windmill park (Foresight LLP) project consists of turn-key construction of infrastructure for 16 windmills, including roads, lifting platforms, foundations, 110/30 kV power stations, a main power station, a 30 kV internal power grid, and a 110 kV main power grid as ground cabling. In the third project in Merkkikallio (OX2), Suvic is designing and constructing 13 windmills, including lifting platforms, internal roads, foundations, and an internal power grid. Karhunnevankangas and Puskakorpi are located in Pyhäjoki, South of Oulu, and Merkkikallio is located near Vaasa and Mustasaari in Western Finland. In September, Suvic started the Nuolivaara and Lappfjärd projects. Nuolivaara includes the construction of the foundations of 17 windmills for wpd Construction Finland Oy. The Lappfjärd windmill park consists of turn-key construction of the foundations of 31 windmills, including a 30 kV internal power grid for CPC Finland Oy and Prime Capital AG. Nuolivaara is located in Kemijärvi, and Lappfjärd is in the City of Kristiinankaupunki. In addition, at the end of December 2021, Suvic Oy signed a large project management contract with Finnish energy company Fortum. The contract consists of building for Närpiö’s Pjelax-Bölen and Kristinestad’s Norr windmill parks the infrastructure for 56 windmills, including roads, lifting platforms, foundations, a 30 kV internal power grid and 110 kV main power grid ground works. Suvic’s order backlog for 2022 exceeded EUR 50 million at the end of December 2021. EVENTS AFTER THE REPORTING PERIOD NEW WINDMILL PARK AGREEMENTS On February 3, 2022, Suvic Oy announced a significant turn-key construction project to build Kalistanneva windmill park. The contract is conditional on receiving a “Notice to Proceed” notification, which is expected by the end of February. Kalistanneva is a joint project between Helen Oy and Ålandsbanken’s Windpower Investment Fund. The consortium has acquired the project from Valorem Ltd. The contract consists of building the infrastructure for 30 windmills, including roads, lifting platforms, foundations, a 33/110 kV power station and 33 kV internal grid ground works. The work will commence in April 2022 and is expected to be completed by December 2023. On February 10, 2022, Suvic announced the signing of a significant turn-key construction project to build the Matkussaari wind farm. The contract is conditional on receiving a “Notice to Proceed” notification, which is expected by the end of February. Matkussaari is a project owned by Valorem Ltd. And, together with the previously announced Kalistanneva wind farm, they are together called Viiatti, with a combined capacity of 313.5 MW. The contract consists of building the infrastructure for 27 windmills, including roads, lifting platforms, foundations, a 33/110 kV power station and 33 kV internal grid ground works. The installed capacity will be 148,5 MW. The work will commence in April 2022 and is expected to be mainly completed by December 2023. The last task to be performed during 2024 is connecting the 33 kV cabling to the windmills. With this new contract Suvic’s order backlog for 2022 is about EUR 90 million. OUTLOOK FOR 2022 Dovre Group’s net sales in 2022 is expected to be more than EUR 165 million (2021: EUR 142.7 million). The operating profit (EBIT) is expected to be better than last year (2021: EUR 6.1 million). BOARD OF DIRECTORS’ PROPOSAL FOR DISTRIBUTION OF A DIVIDEND On December 31, 2021, the parent company’s distributable funds were EUR 21,428,945.17. Board of Directors proposes to the Annual General Meeting (AGM) to be held on March 30, 2022, that no dividend is paid for 2021 to enable further growth in the Renewable Energy segment. Espoo, February 23, 2022 DOVRE GROUP PLC BOARD OF DIRECTORS 25 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations SHARES AND SHAREHOLDERS 26 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 3. SHARES AND SHAREHOLDERS The AGM held on June 10, 2021 authorized the Board of Directors to decide on the repurchase of the company’s own shares and to decide on the issuance of new shares and/or the conveyance of own shares held by the company and/or the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. Both authorizations cover a maximum of 10,100,000 shares, which corresponds to a maximum of 9.5% of the total number of shares in the company. The authorizations are valid until June 30, 2022, and revoke the previously granted corresponding authorizations. During 2021, Dovre Group Plc’s Board of Directors did not use the authorizations granted in 2020 or 2021 to repurchase own shares. The Board of Directors used the authorization given by the 2020 AGM to decide on the issuance of new shares, the conveyance of own shares and/or the granting of special rights referred to in Chapter 10, Section 1 of the Companies Act when it decided on the directed share issue to the sellers of Suvic Oy in March 2021 and on transferring own shares to key personnel in accordance with the long-term incentive program 2018–2020. The corresponding mandate issued in 2021 is completely unused. OWN SHARES Dovre Group did not repurchase the company’s own shares during 2021. At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of 633,612 shares were transferred on March 30, 2021, without consideration to the key persons participating in the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and conditions of the program. At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing approx - imately 0.22 (0.85)% of all the company’s shares and votes. OPTION RIGHTS At the end of 2021, Dovre Group had no open option plans. The subscription period for the 2013C option plan ended on 28 February 2020. No shares of C Option plan were subscribed. SHARES AND SHARE CAPITAL Dovre Group Plc has one class of shares. Each share entitles the shareholder to one vote. Dovre Group Plc’s shares are listed on Nasdaq Helsinki Ltd. On January 1, 2021 and December 31, 2021, Dovre Group Plc’s share capital was EUR 9,603,084.48. The number of shares was 102,956,494 on January 1, 2021 and 105,956,494 on December 31, 2021. In May 2021, Group’s equity increased following the Suvic acquisition as Dovre Group Plc issued 3 million shares to the sellers of Suvic in a directed new share issue. Each seller paid the subscribed shares by capital contribution by transferring an amount of Suvic Oy shares corresponding to the subscription price of the shares. The price of the shares of Dovre Group Plc offered for subscription was determined by the market price of the share formed in the Helsinki Stock Exchange at the closing date so that the subscription price of EUR 0.37 for each share was the previously mentioned market price of the share. The subscription price of EUR 1.1 million was recorded in full in Dovre Group’s invested unrestricted equity fund. TRADING AND MARKET CAPITALIZATION In 2021, altogether 60.2 (31.1) million Dovre Group shares were exchanged on Nasdaq Helsinki Ltd., cor- responding to a trade of approximately EUR 30.9 (8.7) million. During the financial year, the lowest quotation was EUR 0.28 (0.20) and the highest EUR 0.78 (0.37). On 31 December 2021, the closing quotation was EUR 0.68 (0.28). The year-end market capitalisation was approximately EUR 72.3 (28.7) million. On 31 December 2021, the number of registered shareholders of Dovre Group Plc totalled 5,855 (4,016), including 8 (10) nominee-registers. The share of nominee-registered shares was 4.2 (4.2)% of the Group’s shares. AUTHORIZATIONS OF THE BOARD OF DIRECTORS Dovre Group’s Annual General Meeting held on 28 April 2020 authorized the Board of Directors to decide on the repurchase of the Company’s own shares on the following conditions: the Board is entit- led to decide on repurchase of a maximum of 10,100,000 of the Company’s own shares, which shall be repurchased in deviation from the proportion to the holdings of the shareholders using the non-restricted equity and acquired through trading at the regulated market organized by Nasdaq Helsinki Ltd at the share price prevailing at the time of acquisition. This number of shares corresponded to approximately a maximum of 9.9% of the total number of shares in the Company at the end of 2020. The shares may be repurchased in order to be used as consideration in possible acquisitions or other arrangements related to the Company’s business, to finance investments or as part of the Company’s incentive program or to be held, otherwise conveyed or cancelled by the Company. The Board of Directors shall decide on other matters related to the repurchase of the Company’s own shares. This repurchase authorization was valid until June 30, 2021 and revoked earlier repurchase authorizations. 27 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations LARGEST SHAREHOLDERS ON DECEMBER 31, 2021 SHAREHOLDER NUMBER OF SHARES % OF SHARES AND VOTES 1 Etra Capital Oy 20,000,000 18.9% 2 Kakkonen Kyösti 12,807,917 12.1% Joensuun Kauppa ja Kone Oy 10,807,917 10.2% K22 Finance Oy 2,000,000 1.9% 3 Koskelo Ilari 7,279,653 6.9% Koskelo Ilari 5,979,653 5.6% Navdata Oy 1) 1,300,000 1.2% 4 Siik Seppo 2,034,952 1.9% 5 Mäkelä Pekka 1,775,713 1.7% 6 Paasi Kari 1,559,100 1.5% 7 Siik Rauni 1,512,029 1.4% 8 Kakkonen Kari 1,500,000 1.4% 9 Suonpää Altti 1,243,000 1.2% 10 Räisänen Janne 1,111,030 1.0% 11 Oy Cen-Invest Ab 1,100,000 1.0% 12 Vesanen Ville 1,098,319 1.0% 13 Hinkka Petri 1,047,160 1.0% 14 Toivanen Kari 934,900 0.9% 15 Heikki Tervonen Oy 900,000 0.8% 16 von Troil Carl-Gustaf 750,000 0.7% 17 Schengen Investment Oy 672,971 0.6% 18 Lemmetti Juhani 650,000 0.6% 19 Hinkka Invest Oy 650,000 0.6% 20 Norrkniivilä Jaakko 503,362 0.5% 20 largest shareholders (total) 59,130,106 55.8% Nominee registered shares (total) 4,446,431 4.2% Total remaining 42,379,957 40.0% Tota l 105,956,494 100.0% 1) Ilari Koskelo, who is a member of Dovre Group’s Board of Directors, holds control in Navdata Oy. 28 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations ANALYSIS OF SHAREHOLDINGS ON DECEMBER 31, 2021 By number of shares owned NUMBER OF SHARES NUMBER OF SHAREHOLDERS % OF ALL SHAREHOLDERS TOTAL NUMBER OF SHARES % OF ALL SHARES 1–100 817 14.0 40,135 0.0 101–500 1,190 20.3 369,124 0.3 501–1,000 873 14.9 750,260 0.7 1,001–5,000 1,761 30.1 4,643,124 4.4 5,001–10,000 538 9.2 4,256,015 4.0 10,001–50,000 497 8.5 10,701,286 10.1 50,001–100,000 71 1.2 5,126,936 4.8 100,001–500,000 84 1.4 17,727,620 16.7 500,001– 24 0.4 62,341,994 58.8 Tota l 5,855 100.0 105,956,494 100.0 By shareholder category NUMBER OF SHARES NUMBER OF SHAREHOLDERS % OF ALL SHAREHOLDERS TOTAL NUMBER OF SHARES % OF ALL SHARES Private companies 199 3.4 42,628,764 40.2 Financial and insurance insti - tutions 9 0.2 4,389,193 4.1 Non-profit organizations 5,611 95.8 57,546,795 54.3 Households 5 0.1 11,587 0.0 Foreign shareholders 31 0.5 1,380,155 1.3 Tota l 5,855 100.0 105,956,494 100.0 Nominee registered 8 4,446,431 4.2 HOLDINGS OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT On December 31, 2021, the members of the Board of Directors, including ownership through controlled/ significant inﬂuence companies, held a total of 8,147,751 shares, representing approximately 7.7% of all shares and votes. On December 31, 2021, the CEO of Dovre Group Plc held a total of 574,120 shares, representing approximately 0.5% of all shares and votes. NAME NUMBER OF SHARES % OF ALL SHARES Svein Stavelin 334,613 0.3% Ilari Koskelo 1) 7,279,653 6.9% Antti Manninen 2) 533,485 0.5% Board total 8,147,751 7.7% Arve Jensen (CEO) 574,120 0.5% 1) Ilari Koskelo holds control in Navdata Oy, which holds a total of 1,300,000 shares. 3) Antti Manninen holds control in Amlax Oy, which holds a total of 300,000 shares and has signigicant inﬂuence in Rio Group Oy, which holds a total of 100,000 shares. 29 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations KEY FIGURES BY SHARE EUR IFRS 2021 IFRS 2020 IFRS 2019 IFRS 2018 IFRS 2017 Undiluted earnings per share (EUR) 0.035 0.016 0.021 0.008 -0.005 Diluted earnings per share (EUR) 0.035 0.016 0.021 0.008 -0.005 Undiluted equity per share (EUR) 0.14 0.23 0.24 0.22 0.23 Dividends EUR (1,000) * 1,057 1,017 1,021 993 993 Dividend per share, EUR * 0.01 0.01 0.01 0.01 0.01 Dividend per earnings, % 28.6% 61.9% 48.4% 118.7% -200.0% Effective dividend yield, % 1.5% 3.5% 3.4% 4.8% 3.7% P/E ratio (EUR) 19.52 17.53 14.04 24.93 -54.60 Highest share price (EUR) 0.78 0.37 0.34 0.29 0.33 Lowest share price (EUR) 0.28 0.20 0.21 0.20 0.22 Average share price (EUR) 0.51 0.27 0.24 0.25 0.28 Market capitalization (EUR million) 72.3 28.8 29.6 21.0 27.3 Value of traded shares (EUR million) 30.9 8.7 11.9 3.6 6.3 Shares traded, % 57.3% 30.8% 49.0% 14.4% 22.5% Average number of shares: Undiluted (1,000) 104,956 102,872 101,206 100,169 100,119 Diluted (1,000) 104,956 102,872 101,206 100,169 100,130 Number of shares at end of period (1,000) 105,956 102,956 101,947 100,169 100,169 ) Dividend for 2021 in accordance with the Board of Directors’ proposal. 30 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CALCULATION OF KEY INDICATORS Return on shareholders’ equity (ROE), % ) Result for the period x 100 Shareholders’ equity (average) Return on investment (ROI), % ) Result before taxes + interest and other financial expenses x 100 Balance sheet total (average) - interest free liabilities (average) Equity-ratio, % Shareholders’ equity x 100 Balance sheet total – advances received Gearing, % Interest-bearing liabilities - cash and cash equivalents x 100 Shareholders’ equity Earnings per share, EUR Earnings for the equity holders of the parent company Adjusted number of shares (average) Equity per share, EUR Equity attributable to the shareholders of the parent Adjusted number of shares at end of period Dividend per share, EUR Dividend payable for the financial year Adjusted number of shares at end of period Dividend per earnings, % Adjusted dividend per share x 100 Earnings per share Effective dividend yield, % Adjusted dividend per share x 100 Adjusted share price at end of period Price-earnings ratio (P/E), EUR Adjusted share price at end of period Earnings per share ) Divisor calculated as the average of shareholders’ equity in the balance sheet at the end of the current and the directly preceding financial year. Equity includes equity attributable to the equity holders of the parent. Result for the period includes income attributable to the equity holders of the parent. CALCULATION OF KEY INDICATORS 31 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CONSOLIDATED FINANCIAL STATEMENTS, IFRS 32 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 4. CONSOLIDATED FINANCIAL STATEMENTS, IFRS CONSOLIDATED STATEMENT OF INCOME, IFRS EUR THOUSAND NOTE JAN. 1.–DEC. 31, 2021 JAN. 1.–DEC. 31, 2020 NET SALES 3, 5 142,744 77,474 Other operating income 6 265 155 Material and services 7 -45,965 -191 Employee benefits expense 8 -85,374 -70,938 Depreciation and amortization 9 -854 -839 Other operating expenses 10 -4,747 -3,310 OPERATING RESULT 3 6,069 2,351 Financing income 11 142 599 Financing expenses 11 -600 -782 RESULT BEFORE TAX 5,610 2,168 Tax on income from operations 12 -1,299 -526 RESULT FOR THE PERIOD 4,311 1,643 RESULT FOR THE PERIOD ATTRIBUTABLE TO: Equity holders of the parent 3,667 1,643 Non-controlling interest 644 0 TOTAL 4,311 1,643 Earnings per share calculated from profit attributable to shareholders of the parent company: Earnings per share, undiluted (EUR), result for the period 13 0.035 0.016 Earnings per share, diluted (EUR), result for the period 13 0.035 0.016 Average number of shares: Undiluted 13 104,956,494 102,872,348 Diluted 13 104,956,494 102,872,348 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, IFRS EUR THOUSAND NOTE JAN. 1.–DEC. 31, 2021 JAN. 1.–DEC. 31, 2020 RESULT FOR THE PERIOD 4,311 1,643 Other comprehensive income Other comprehensive income to be classified to profit or loss in subsequent periods: Translation differences 1,383 -1,424 COMPREHENSIVE INCOME FOR THE PERIOD 5,695 219 COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO: Equity holders of the parent 5,050 219 Non-controlling interest 644 0 Tota l 5,695 219 33 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CONSOLIDATED STATEMENT OF FINANCIAL POSITION, IFRS EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020 ASSETS NON-CURRENT ASSETS Intangible assets 14 2,862 3,151 Goodwill 15 20,898 16,390 Tangible assets 16 1,471 1,489 Financial assets 18 1,856 1,056 Deferred tax asset 12 197 129 NON-CURRENT ASSETS 27,284 22,215 CURRENT ASSETS Inventories 17 669 0 Trade receivables and other receivables 19 32,165 13,738 Tax receivable, income tax 29 3 Cash and cash equivalents 9,500 8,541 CURRENT ASSETS 42,364 22,282 TOTAL ASSETS 69,647 44,497 EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020 EQUITY AND LIABILITIES SHAREHOLDERS’ EQUITY Equity attributable to the shareholders of the parent Share capital 20 9,603 9,603 Reserve for invested non-restricted equity 20 14,066 12,991 Revaluation reserve 20 2,869 2,869 Treasury shares 20 -237 -237 Translation differences -2,906 -4,289 Retained earnings 5,544 2,932 Total equity attributable to the equity holders of the parent 28,938 23,869 Non-controlling interest -496 0 SHAREHOLDERS’ EQUITY 28,442 23,869 NON-CURRENT LIABILITIES Deferred tax liability 12 961 896 Non-current liabilities, interest-bearing 22 2,280 1,939 Provisions 22 641 0 Other liabilities 22 3 0 NON-CURRENT LIABILITIES 3,884 2,835 CURRENT LIABILITIES Current liabilities, interest-bearing 23 6,171 4,195 Trade payables and other liabilities 24 30,040 13,219 Tax liability, income tax 1,110 378 CURRENT LIABILITIES 37,322 17,793 TOTAL EQUITY AND LIABILITIES 69,647 44,497 34 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CONSOLIDATED STATEMENT OF CASH FLOWS, IFRS EUR THOUSAND NOTE 2021 2020 Cash ﬂow from operating activities Operating result 6,069 2,351 Adjustments: Depreciation/amortization 9 854 839 Muut non-cash items 0 95 Adjustments, total 854 934 Changes in working capital: Trade and other receivables, increase (-) / decrease (+) -18,427 4,363 Inventories, increase (-) / decrease (+) -669 0 Trade and other payables, increase (+) / decrease (-) 15,557 -2,456 Changes in working capital, total -3,539 1,907 Interest paid -205 -151 Interest received 16 26 Other financial expenses paid and received -294 -136 Income taxes paid -567 -685 Net cash generated by operating activities 2,333 4,246 Cash ﬂow from investing activities Investments in tangible and intangible assets -131 -8 Acquisitions of subsidiaries, less cash and cash equivalents -2,476 -980 Net cash generated by investing activities -2,607 -989 EUR THOUSAND NOTE 2021 2020 Cash ﬂow from financing activities Directed share issue 0 331 Proceeds from non-current loans 25 2,000 0 Repayments of non-current loans 25 -764 0 Proceeds from current loans 25 1,677 1,296 Repayments of current loans 25 -606 -306 Repayments of leasing liabilities 16 -381 -373 Dividends paid -1,057 -1,017 Net cash generated by financing activities 870 -69 Translation differences 363 -441 Change in cash and cash equivalents 959 2,747 Cash and cash equivalents at the beginning of the period 8,541 5,794 Cash and cash equivalents at the end of the period 9,500 8,541 Cash and cash equivalents include cash in bank and other liquid investments with maturities of three months and less. 35 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY, IFRS Equity attributable to the shareholders of the parent EUR THOUSAND SHARE CAPITAL RESERVE FOR INVESTED NON-RESTRICTED EQUITY FAIR VALUE RESERVE TREASURY SHARES TRANSLATION DIFFERENCES RETAINED EARNINGS TOTAL EQUITY NON- CONTROLLING INTEREST TOTAL SHAREHOLDERS’ EQUITY Jan. 1, 2021 9,603 12,991 2,869 -237 -4,289 2,932 23,869 0 23,869 Comprehensive income Result for the period 3,667 3,667 644 4,311 Items that may be reclassified to profit and loss in subsequent periods: Translation differences 0 1,383 1,383 0 1,383 Total comprehensive income 0 0 0 0 1,383 3,667 5,050 644 5,695 Transactions with shareholders Directed share issue 1,119 1,119 0 1,119 Dividend distribution -1,057 -1,057 -1,000 -2,057 Non-controlling interest on acquisition of subsidiary 0 0 -140 -140 Other items -45 0 3 -42 0 -42 Total transactions with shareholders 0 1,074 0 0 0 -1,055 20 -1,140 -1,121 SHAREHOLDERS’ EQUITY Dec. 31, 2021 9,603 14,066 2,869 -237 -2,906 5,544 28,938 -496 28,442 Equity attributable to the shareholders of the parent EUR THOUSAND SHARE CAPITAL RESERVE FOR INVESTED NON-RESTRICTED EQUITY FAIR VALUE RESERVE TREASURY SHARES TRANSLATION DIFFERENCES RETAINED EARNINGS TOTAL EQUITY SHAREHOLDERS’ EQUITY Jan. 1, 2020 9,603 12,661 2,869 -237 -2,865 2,288 24,319 Comprehensive income Result for the period 1,643 1,643 Items that may be reclassified to profit and loss in subsequent periods: Translation differences 0 -1,424 -1,424 Total comprehensive income 0 0 0 0 -1,424 1,643 219 Transactions with shareholders Directed share issue 331 331 Dividend distribution -1,021 -1,021 Other items 0 22 22 Total transactions with shareholders 0 331 0 0 0 -999 -668 SHAREHOLDERS’ EQUITY Dec. 31, 2020 9,603 12,991 2,869 -237 -4,289 2,932 23,869 36 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, IFRS 1. GENERAL INFORMATION Dovre Group Plc is a global provider of project personnel and project management services. Dovre Group’s business areas are Project Personnel, Consulting and Renewable Energy. The Group has offices in Canada, Norway, Singapore, Finland and, the United States. The Group’s parent company is Dovre Group Plc. The parent company is a public limited company incorporated under Finnish Law and domiciled in Helsinki, Finland. The company’s registered address is Ahventie 4 B, 02170 Espoo, Finland. Dovre Group Plc’s shares are listed on Nasdaq Helsinki Ltd (ticker DOV1V). Dovre Group Plc’s Board of Directors approved these financial statements for publication in its meeting on February 23, 2022. In accordance with the Finnish Companies Act, the shareholders in the company have the option to adopt, reject, or amend the financial statements in the Annual General Meeting to be held following their publication. The Annual General Meeting may also decide on amend- ing the financial statements. A copy of the consolidated financial statements of Dovre Group is available online at www.dovregroup. com or at Ahventie 4 B, 02170 Espoo, Finland. 2. ACCOUNTING PRINCIPLES Basis of preparation The consolidated financial statements have been prepared in accor- dance with International Financial Reporting Standards (IFRS) and in accordance with IAS and IFRS standards and SIC and IFRIC inter - pretations in force on December 31, 2021. In accordance with the Finnish Accounting Act and the regulations issued by virtue of it, “International Financial Reporting Standards” refers to the stan- dards and interpretations which have been endorsed by the EU in accordance with the procedure defined in the EU Regulation (EC) No. 1606/2002. The notes to the consolidated financial statements also comply with the provisions of Finnish accounting and corporate legislation that supplement IFRS provisions. The amendments to IFRS standards that came into force during the financial year have mainly been improvements or additions to existing standards without a material effect on the consolidated financial statements. The consolidated financial statements have been prepared under the historical cost convention unless otherwise stated. Mon- etary figures in the financial statements are expressed in thousands of euros (EUR thousand) unless otherwise stated. The preparation of consolidated financial statements in accord - ance with IFRS requires the Group management to make certain estimates and exercise judgment when applying accounting prin- ciples. The areas involving a higher degree of judgment or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed under “Critical Accounting Esti- mates and Judgments.” Principles of consolidation The consolidated financial statements include the parent company Dovre Group Plc and all its subsidiaries, which are consolidated with a 100% shareholding. Subsidiaries are companies in which the Group holds control either directly or indirectly. Control arises when the Group either controls more than half of the voting rights or otherwise holds control. Subsidiaries are fully consolidated in the Group’s financial statements from the date on which control has been transferred to the Group. They are deconsolidated from the date that control ceases. Mutual shareholdings are eliminated using the acquisition method. The acquisition consideration and the acquired company’s identifiable assets and liabilities assumed are measured at fair value on the date of acquisition. Any non-controlling interest in the acquiree is recognized on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Any excess of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Profit for the financial year attributable to owners of the parent company and non-controlling interests is presented in the income statement. Non-controlling interest in the equity is presented as a separate line item on the balance sheet. All intra-Group transactions, receivables, liabilities, unrealized gains, and the distribution of profits within the Group are eliminated in the consolidated financial statements. Foreign currency translation Items included in the financial statements are initially recognized in the functional currencies of each Group company. Consolidated financial statements are presented in euros, which is the parent company’s functional and presentation currency. Foreign currency transactions Foreign currency transactions are recorded in the functional cur- rency at the rate of exchange prevailing on the date of transaction. In practice, transactions are often translated at the rate of exchange that approximates the exchange rate on the transaction date. Mone- tary assets and liabilities denominated in foreign currencies held at the end of the reporting period are translated using the period end exchange rate. Foreign exchange gains and losses resulting from business transactions and from the translation of monetary items at period end exchange rates are recognized in the income statement and recorded in financial income and expenses. Translation of financial statements of the Group’s foreign subsidiaries Income statements of foreign subsidiaries are translated into euros using the weighted average exchange rates for the financial year and the balance sheets using the exchange rates at the balance sheet date. The translation of the result for the financial year at different exchange rates in the income statement and comprehensive income statement and in the balance sheet causes an average exchange rate difference, which is recognized in other comprehensive income. Translation differences arising from the elimination of the acquisi- 37 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations tion cost of foreign subsidiaries and from the translation of equity items accumulated after the acquisition are also recognized in other comprehensive income. From the date of transition to IFRS standards, January 1, 2004, translation differences in equity due to exchange rate changes have been recognized as a separate item in the Group’s translation differ- ences in equity. Equity translation differences accumulated before the transition date have been recognized in the Group’s retained earnings on the basis of the relief permitted by IFRS 1. Tangible assets Tangible assets are valued at acquisition cost less accumulated dep- reciation and impairment losses. Tangible assets include buildings, machinery and equipment as well as renovation costs for a rental apartment Planned straight-line depreciation is calculated on the basis of the probable estimated useful life of 3 to 5 years. Buildings consist of fixed assets recog- nized in accordance with the requirements of IFRS16, the accounting principle of which is described in the Leases section. Gains and losses on disposals of tangible assets are included in other operating income or expenses. Intangible assets Goodwill Goodwill arising on business combinations occurring after January 1, 2010 is recognized in the amount by which the consideration transferred, the non-controlling interest in the acquiree, and the previously owned interest together exceed the Group’s share of the fair value of the acquired net assets. Acquisitions made between January 1, 2004, and December 31, 2009 have been recorded in accordance with the previous IFRS standard. Goodwill arising from acquisitions made before 2004 corresponds to the carrying amount in accordance with previous accounting standards, which has been used as the deemed cost in accordance with IFRS standards. Goodwill is not amortized on a straight-line basis, but is tested annually for impairment. For this purpose, goodwill is allocated to groups of cash-generating units. Goodwill is measured at cost less any impairment losses. Goodwill arising on the acquisition of foreign operations is translated into euros using the exchange rates at the balance sheet date. Research and development costs Research costs are expensed as incurred. Development costs are also mainly recognized as an expense at the time of realization, unless it is a question of developing new products or product ver- sions with significant improvements. Such expenses are capitalized in the balance sheet as intangible assets in accordance with the requirements of IAS 38. Other intangible assets Other intangible assets include customer contracts and customer relations, trademarks, software, and other capitalized expenditure. Intangible assets are recognized in the statement of financial posi - tion when the criteria specified in IAS 38 are met. Intangible assets with limited useful economic lives are initially recognized at historical acquisition cost in the statement of financial position and entered as an expense in the income statement during their estimated useful economic lives using the straight-line method. No amortization is recognized for intangible assets with indefinite useful economic lives, but they are tested annually for impairment. Dovre Group has not determined a definite useful economic life for the trademark that relates to the merger between Dovre Group and NPC in 2015. The useful economic life of customer agreements and customer relations is estimated at 10 years. The useful economic life of other intangible assets is estimated at 2–5 years. Leases In accordance with IFRS 16 Leases, as a lessee, Dovre Group recognizes an asset representing the right to use a leased asset, presented as part of property, plant and equipment, and a lease liability, representing unpaid future lease payments, presented as part of financial liabilities. Exceptions are contracts of less than 12 months and those where the value of the leased asset as new is less than USD 5,000. In leases that are valid for an indefinite period and have a short notice period, Dovre Group estimates the probable lease term for each lease. Dovre Group does not include overheads and/or tele- communications charges payable to the lessor in the calculation in accordance with IFRS 16. When calculating lease liability and interest expense, Dovre Group applies additional loan interest rates to all leases that reﬂect company-specific factors, land and lease term. Impairment of assets Goodwill, intangible assets with indefinite useful economic lives, and intangible assets not ready to use are annually tested for impair- ment. In addition, assets and cash-generating units are regularly tested for indications of possible impairment. Should any such indi- cations arise, the recoverable amount of the asset or cash-gene- rating unit is estimated. An impairment loss is recognized in the income statement, if the carrying value of the asset or cash-gene- rating unit exceeds its recoverable amount. Employee benefits Employee benefits expense In addition to normal employee benefits expenses, the Group’s emp- loyee benefits expense includes also expenses related to indepen- dent contractors and subcontracted personnel if so due to legislation reason who work for Dovre Group client companies. The Group acts as a principal towards its clients and, depending on the situation, the project personnel contracted to the client are either employees of the Group, independent contractors, or subcontracted personnel. Pension liabilities The Group operates various pension plans in accordance with local regulations and practices. In accordance with IAS 19, pension plans are classified as either defined contribution or defined benefit plans. The Group’s current pension plans are defined contribution plans, and the payments made to the pension plans are recognized in the income statement in the period to which the charge relates. Share-based compensation Dovre Group offers share-based incentive plans for its key emplo- yees. From January 1, 2018, the Group had a share-based remune- ration and incentive program, in which the remuneration was based 38 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations on an annually set performance condition and a service condition. The performance obligation did not include a market condition, whe- reupon the program did not include a fair value part. The vesting condition for a service condition required that an employee was employed by Dovre Group at the beginning of 2021. Two key emplo- yees in the Group received share awards in March 2021. At year-end 2021, the company had no ongoing share-based incentive programs. Dovre Group had one option loan that had three series. The subscription period for the last 2013C series ended on February 28, 2020. No shares were subscribed for with the stock options during the subscription period Provisions A provision is recognized when the Group has a legal or constructive obligation as a result of a past event, it is probable that an outﬂow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation The amount recognized as provision corresponds to the best estimate of the costs required to fulfill an existing obligation at the balance sheet date. Warranty provisions cover the estimated costs to repair or replace products still under warranty on the balance sheet date. Warranty provisions are calculated on the basis of historical experi- ence of the levels of repairs and replacements. A provision is recognized for unprofitable agreements if the costs required to fulfill the obligations exceed the benefits available from the agreement. Income taxes and deferred taxes The tax expense presented in the income statement comprises cur- rent taxes based on taxable result for the financial year and deferred taxes. Current income taxes are calculated from taxable result on the basis of current tax legislation in the countries where the Group operates and generates taxable income. Deferred taxes are deter - mined using tax rates effective at the end of the reporting period. Deferred taxes are recognized for temporary differences arising between the carrying amount of assets and liabilities and their tax bases. Deferred tax liabilities are recognized in full in the statement of financial position, and deferred tax assets only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax is not rec- ognized for temporary differences that arise from goodwill that is not deductible for tax purposes or for the undistributed earnings of subsidiaries to the extent that the reversal of temporary differences is not probable in the foreseeable future. Most significant temporary differences arise from fair value measurements made in connection with acquisitions. Revenue recognition The Group’s net sales consist of revenue from services, projects, and sales and maintenance of licenses. Revenue from sales is recognized in accordance with IFRS 15 Revenue from Contracts with Customers standard when a perfor- mance obligation (product, service, or combination), is satisfied Service sales are invoiced on an hourly or daily basis. In the case of staffing personnel, performance obligation varies depending on the individual assignment, which is performed continuously for the duration of the assignment. Dovre Group is responsible for employee performance but does not have overall responsibility for project delivery. The services of Consulting business are provided as service packages, but even these services are mainly invoiced on the basis of the hours worked. The services of Consulting business also include sales of support services, which are also recognized on a monthly basis. The Group’s line of business is the recurring staffing of project personnel, but, to some extent, the Group also seeks employees for customers and receives recruitment fees. These are recognized as income once the customer has accepted the candidate. Travel expenses related to rendering services and charged to the client are presented in sales of services. With respect to projects, a project is a performance obligation pursuant to IFRS 15. The revenue for projects is recognized over time in accordance with the completion percentage. The selling price of a product (work in progress) is recognized as a percentage of the price of the finished product in accordance with the percentage of com- pletion. For projects with a long production period, the percentage of completion has been determined on the basis of factors indicating the production phases of the project. License revenue includes sales and leases of licenses as well as lease as part of SaaS. Maintenance includes recurring mainte- nance fee of licenses sold. Software license rental and maintenance revenue is recognized on a monthly basis as a continuous service. Most software licenses are sold as leases. License sale is recognized at a point of time, if a client purchases a license. The sales will be recognized upon the transfer of the license ownership to the buyer. Dovre Group sales are hourly or daily service sales that only include one performance obligation. Hence, allocation of transaction price is not necessary. Consulting in Finland sells a combination of service and software, but pricing is based on unit rates and individual projects are not significant in terms of euros. Dovre Group does not provide customer financing. Variable consideration in a contract is also extremely rare and is evaluated on a project-by-project basis. Other operating income Other operating income includes proceeds from rental revenue, gains on disposal of fixed and financial assets, and public funding. Public funding is recognized when it is reasonably certain that the terms related to funding are met and that the funding will be recei - ved. Financial assets and liabilities Financial assets In accordance with IFRS 9 Financial Instruments, the Group’s finan- cial assets are classified into the following groups: financial assets at fair value through profit or loss and amortized cost. Dovre Group’s ownership in SaraRasa Bioindo Pte. Ltd. has been classified as fair value through profit and loss, as the investment is not part of the Group’s core business. SaraRasa Bioindo Pte. Ltd. is unquoted equity investment resulting to Level 3 category in the fair value measurement according to IFRS 13 Fair value measurement standard. Fund investments have been classified as fair value through profit and loss. In accordance with IFRS 13 Fair value measurement, the fair value category is Level 1. Loan receivables and receivables are recognized at amortized cost. They are presented in the statement of financial position 39 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations as either current or non-current assets, with the latter including assets with maturities greater than 12 months. The loss allowance for trade receivables is measured using the simplified approach. The loss allowance is measured at an amount equal to lifetime expected credit losses with the basis of aging. Trade receivables in Dovre Group are not significantly overdue. Financial liabilities In accordance with IFRS 9, financial liabilities are initially recognized on the basis of the original consideration received, less transac- tion costs, and subsequently measured at amortized cost using the effective interest rate method. The Group’s financial liabilities are non-current and current, and they can be interest-bearing or non-interest-bearing. Interest expenses are recognized in the income statement as incurred. Financial liabilities are recognized as current unless the Group retains the right to reschedule the date of payment to a date that is later than at least 12 months after the end of the financial period. Critical accounting estimates and judgments The preparation of consolidated financial statements requires the management to make estimates and assumptions concerning the future that may differ from actual results. The management must also use judgment when applying accounting principles. The estima- tes are based on the management’s best knowledge and understan- ding at the end of the reporting period. The Group’s estimates and assumptions relate to the recognition of revenue from long-term projects, valuation of assets, impairment of trade receivables, and provisions. The Group annually tests goodwill and intangible assets with indefinite useful economic lives for impairment and monitors indi- cations of impairment in accordance with the accounting principles presented above. The recoverable amounts of cash-generating units are determined using calculations that are based on value-in-use. The preparation of these calculations requires the use of estimates and assumptions. Application of new and revised IFRS and interpretations The Group applies new and revised standards and interpretations as of the effective date of each standard or interpretation or, when the effective date is other than the first day of the financial year, as of the first day of the financial year following the effective date of the standard. The known changes in IFRS standards that will take effect in the financial year 2022 or later are mainly improvements or additions to existing standards, and Dovre Group does not expect them to have a material impact on the con- solidated financial statements. 3. SEGMENT INFORMATION Reporting segments The Group has two reporting segments that are also the Group’s strategic business areas: • Project Personnel business area provides project personnel services for large investment projects worldwide • Consulting business area provides management and project management consulting and software for enterprise level management in the Nordic countries • The Renewable Energy business area offers project man - agement, planning and construction mainly for wind farm projects in the Nordic and Baltic countries. The Group’s segment information is based on internal management reporting prepared in accordance with IFRS standards. The Group does not allocate the parent company’s intra-Group charges to seg - ments for the purposes of segment reporting. 40 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Net sales by segment EUR THOUSAND 2021 2020 % OF NET SALES Project Personnel 76,205 62,941 21.1% Consulting 16,138 14,533 11.0% Renewable Energy 50,401 0 N/A Tota l 142,744 77,474 84.2% In 2021, the Dovre Group had three clients, each accounting for more than 10% of the Group’s net sales. The Group’s net sales from these clients were approximately EUR 48.0 million. Two clients belonged to the Renewable Energy business area and one client to the Project Personnel business area. In 2020, the Dovre Group had one major client, which accounted for more than 10% of the Group’s net sales. The Group’s turnover from this client was approximately EUR 9.3 million in 2020. Operating result EUR THOUSAND 2021 2020 CHANGE % Project Personnel 2,911 1,886 54.4% Consulting 2,299 1,480 55.3% Renewable Energy 1,881 0 N/A Other functions -742 -731 -1.5% Unallocated -281 -284 1.2% Tota l 6,069 2,352 158.1% Other Functions are the common resources used by all segments of the Group and shareholders’ expenses. Expenses not allocated to segments include amortization of client agreements and related client rela- tionships. Personnel AVERAGE NUMBER OF PERSONNEL 2021 2020 Project Personnel 685 541 Consulting 88 85 Renewable Energy 22 0 Other functions 2 3 Tota l 796 629 In the Project Personnel business area, 21 (22) % of personnel were independent contractors. Non-current assets EUR THOUSAND 2021 2020 Finland 319 179 Norway 2,251 2,737 Singapore 286 269 Other countries 144 187 Trademark (Note 14) 1,334 1,268 Goodwill (Note 15) 20,898 16,390 Tota l 25,231 21,030 Non-current assets excluding financial instruments and deferred tax assets by location of assets. Goodwill and trademark have not been allocated geographically. 41 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 4. ACQUISITIONS Acquisitions in 2021 Suvic Oy On March 31, 2021, Dovre Group acquired a majority shareholding (51%) in the Finnish windmill park construction and construction design company Suvic Oy. Suvic specializes in contracting for wind farms and project management contracting in both wind power and industrial construction. The debt-free and cash-free purchase price of the arrangement was approximately EUR 3.1 million, of which EUR 2 million was paid in cash. In addition, a total of 3 million Dovre Group Plc shares were trans- ferred to Suvic’s sellers, which will be issued by Dovre Group in a share issue to sellers. The subscription price of approximately EUR 1.1 was fully recorded in Dovre Group’s invested unrestricted equity fund. The costs of advisory and expert services related to the transaction, approximately EUR 51 thousand, have been included in other operating expenses in the income statement. The costs related to the directed share issue, approximately EUR 45 thousand, have been recorded in the invested unrestricted equity fund. The effect of the acquired business since the acquisition date has been EUR 11.2 million on the Group’s net sales and EUR -0.1 million on the result for the financial year. If the acquisition had taken place on 1 January 2021, the effect on the Group’s net sales would have been EUR 13.9 million and on the result EUR -0.5 million. The balance sheet values of trade receivables and payables of the acquired business correspond to their fair values. CONSIDERATION EUR THOUSAND Cash 2,000 Share issue 1,119 Total consideration 3,119 THE ASSETS AND LIABILITIES RECOGNIZED AS A RESULT OF THE ACQUISITION ARE AS FOLLOWS: EUR THOUSAND FAIR VALUE Intangible assets 23 Tangible assets 293 Deferred tax assets 78 Trade receivables and other receivables 2,113 Financial assets 794 Cash and cash equivalents 88 Financial liabilities -226 Trade payables and other payables -3,051 Warranty provisions -398 Net identifiable assets acquired -286 Less: non-controlling interest 140 Add: goodwill 3,265 Net assets acquired 3,119 eSite In August, the Dovre Group acquired eSite’s businesses from the energy company Fortum. eSite is a reality capture start-up company that specializes in 3D-imaging of industrial sites. The acquired reality capture services expand Dovre’s offering in project consulting and they will also be integrated in Proha’s project management solutions. Fortum transferred the eSite business to the ownership of Dovre after the transaction was closed in September, excluding certain customers whom Fortum will continue to serve in partnership with Dovre. The acquisition did not have a material impact on Dovre’s 2021 results or financial position. Goodwill arising from the acquired business EUR 0.3 million is included in Consulting’s goodwill. Acquisitions in 2020 The Group made no acquisitions in 2020. 42 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 5. NET SALES NET SALES BY REVENUE TYPE EUR THOUSAND 2021 % NET SALES 2020 % NET SALES Services 91,855 64.3% 77,001 99.4% License revenue 285 0.2% 278 0.4% Maintenance 202 0.1% 195 0.3% Project revenue 50,401 35.3% Tota l 142,742 100.0% 77,474 100.0% Services include 55 thousand euros (61 thousand euros in December 2020) revenue recognized as a point in time. License income includes 49 thousand euros (45 thousand euros) income recognized as a point in time. Contract assets are sales accruals and presented in the note 19 Trade and other receivables. Contract liabilities are presented in the note 24 Trade payables and other liabilities. NET SALES BY DOMICILE OF THE COMPANY EUR THOUSAND 2021 % NET SALES 2020 % NET SALES Finland 56,112 39.3% 7,000 9.0% Norway 57,013 39.9% 52,864 68.2% Canada and USA 7,382 5.2% 6,339 8.2% Singapore 22,236 15.6% 9,863 12.7% Other countries 0 0.0% 1,408 1.8% Tota l 142,742 100.0% 77,474 100.0% 6. OTHER OPERATING INCOME EUR THOUSAND 2021 2020 Rents 0 54 Covid 19 grants 263 100 Other operating income 2 0 Tota l 265 155 7. MATERIAL AND SERVICES EUR THOUSAND 2021 2020 License fees -128 -140 Materials, supplies and goods -24,193 - External services -21,645 -51 Tota l -45,965 -191 The increase in materials and services compared to the previous year is due to the acquisition of Suvic Oy on March 31, 2021. 8. EMPLOYEE BENEFITS EXPENSE EUR THOUSAND 2021 2020 Salaries and fees -78,035 -65,395 Pension expenses, defined contribution plans -2,770 -1,512 Share-based compensation (Note 21) -2 -80 Other employee benefits -4,567 -3,951 Tota l -85,374 -70,938 The increase in employee benefits expense compared to the previous year is due to the acquistion of Suvic Oy on March 31, 2021. Information on management remuneration and fringe benefits as well as compensation for key personnel is presented in the note 29 Related Party Transactions. 43 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 9. DEPRECIATION AND AMORTIZATION EUR THOUSAND 2021 2020 Amortization according to plan, intangible assets -382 -360 Depreciation according to plan, tangible assets -472 -479 Tota l -854 -839 10. OTHER OPERATING EXPENSES EUR THOUSAND 2021 2020 Premises -271 -139 Marketing -166 -185 Travel -1,076 -1,369 Administration and other operating expenses -3,234 -1,616 Tota l -4 ,747 -3,310 RESEARCH AND DEVELOPMENT EUR THOUSAND 2021 2020 Research and development expenses on the balance sheet -123 -109 Capitalized research and development expenditure -46 -46 Tota l -169 -155 AUDITOR FEES EUR THOUSAND 2021 2020 External audit -171 -114 Tax consultancy -3 -2 Other professional services 0 -9 Tota l -174 -124 11. FINANCING INCOME AND EXPENSES FINANCING INCOME EUR THOUSAND 2021 2020 Unquoted equity investments at fair value through profit and loss 6 179 Foreign exchange gains (Note 18) 119 393 Other interest and financing income 16 26 Financing income, total 142 599 FINANCING EXPENSES EUR THOUSAND 2021 2020 Foreign exchange losses -127 -580 Other interest and financing expenses -473 -202 Financing expenses, total -600 -782 Financing income and expenses, total -458 -183 44 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 12. INCOME TAX EUR THOUSAND 2021 2020 Tax on income from operations -1,242 -509 Change in deferred tax assets and liabilities -57 -17 Tota l -1,299 -526 Reconciliation of the tax expense recognized in the consolidated statement of income and income taxes computed at the Finnish statutory tax rate 20% EUR THOUSAND 2021 2020 Result before tax 5,610 2,168 Income tax expense at Finnish statutory rate -1,122 -434 Effect of different tax rates in foreign subsidiaries -40 -49 Income that is exempt from taxation and expenses that not deductible: Unquoted equity investment at fair value through profit and loss 0 36 Unrecognized tax benefits for losses for the period -17 -68 Previously unrecognized and unused tax losses 0 52 Other items -127 -63 Income tax in the consolidated statement of income -1,306 -526 Deferred tax asset and liabilities EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Deferred tax asset 197 129 Deferred tax liabilities -961 -896 Tota l -764 -767 Reconciliation of deferred tax assets and liabilities 2021 EUR THOUSAND JAN. 1, 2021 CHARGED TO INCOME STATEMENT ACQUIRED BUSINESSES TRANSLATION DIFFERENCES DEC. 31, 2021 Allocation of fair value on acquisitions -730 -57 78 -18 -727 Other temporary differences -37 0 0 0 -37 Tota l -767 -57 78 -18 -764 Reconciliation of deferred tax assets and liabilities 2020 EUR THOUSAND JAN. 1, 2020 CHARGED TO INCOME STATEMENT TRANSLATION DIFFERENCES DEC. 31, 2020 Allocation of fair value on acquisitions -764 -22 56 -730 Other temporary differences -42 5 0 -37 Tota l -806 -17 56 -767 Carry-forward losses On December 31, 2021, the Group carried forward losses worth of EUR 6.2 million (EUR 6.6 million on December 31, 2020), for which no deferred tax assets have been recognized. A total of EUR 1.2 million of the Group’s losses expire in 2023–2026 and a total of EUR 4.5 million later and the remaining losses worth of EUR 0.6 million have no definite expiration date. 45 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 13. EARNINGS PER SHARE Undiluted earnings per share Undiluted earnings per share is calculated by dividing the result attributable to the shareholders of the parent by the weighted average number of shares during the financial year. Diluted earnings per share The potential increase in the number of shares caused by all instruments entitling to shares is taken into account when calculating the diluted earnings per share. The Group has instruments, share options, with the potential to increase the number of shares. An instrument has a dilutive effect when its sub- scription price is lower than the market value of the share. The weighted average number of shares and the dilutive effect are calculated quarterly taking into account those instruments that have an exercise price lower than the weighted average share price during that quarter. The dilutive effect is relative to the difference between the exercise price and the weighted average share price. The total dilutive effect for the financial year or several quarters is calculated as a weighted average for the period in question. The Group did not have any dilutive instruments at the end of the financial year or the previous financial year, so basic and diluted earnings per share are the same. EARNINGS PER SHARE 2021 2020 Result attributable to the shareholders of the parent (EUR thousand) 3,667 1,643 Weighted average number of shares during the financial year (1,000) 104,956 102,872 Undiluted earnings per share (EUR / share) 0.035 0.016 46 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 14. INTANGIBLE ASSETS INTANGIBLE ASSETS 2021 EUR THOUSAND CUSTOMER AGREEMENTS AND RELATIONS TRADEMARK DEVELOPMENT COSTS OTHER INTANGIBLE ASSETS TOTAL Acquisition cost, Jan. 1 3,223 1,268 183 9 4,682 Translation differences (+/-) -7 66 0 0 59 Additions 0 0 0 33 33 Acquisition cost, Dec. 31 3,216 1,334 183 42 4,775 Accumulated amortization and value adjustments, Jan. 1 -1,396 0 -126 -9 -1,531 Amortization charges for the period -328 0 -46 -8 -382 Accumulated amortization and value adjustments, Dec. 31 -1,724 0 -172 -17 -1,913 Book value, Dec. 31, 2021 1,492 1,334 11 25 2,862 INTANGIBLE ASSETS 2020 EUR THOUSAND CUSTOMER AGREEMENTS AND RELATIONS TRADEMARK DEVELOPMENT COSTS OTHER INTANGIBLE ASSETS TOTAL Acquisition cost, Jan. 1 3,387 1,350 183 9 4,928 Translation differences (+/-) -165 -82 1 0 -246 Acquisition cost, Dec. 31 3,223 1,268 183 9 4,682 Accumulated amortization and value adjustments, Jan. 1 -1,106 0 -80 -8 -1,194 Translation differences (+/-) 24 0 0 0 23 Amortization charges for the period -314 0 -46 0 -360 Accumulated amortization and value adjustments, Dec. 31 -1,396 0 -126 -9 -1,531 Book value, Dec. 31, 2020 1,826 1,268 57 0 3,151 Customer agreements and relations relate to acquisitions in Project Personnel segment in 2015 and 2019. The average amortisation period of the asset is 7.3 years. The trademark relates to the merger between Dovre Group and NPC in 2015, as a result of which Dovre Group’s logo was changed and is now a combination of both companies’ logos. The Group has not determined a definite useful economic life for the trademark. The trademark is annually tested for impairment in connection with goodwill. 47 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 15. GOODWILL EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 16,390 17,443 Additions 3,565 0 Translation differences (+/-) 942 -1,053 Book value, Dec. 31 20,898 16,390 The increase of goodwill in 2021 is related to the acquisition of Suvic Oy. See Note 4 for more information. Dovre Group’s goodwill is divided into cash-generating units as follows: GOODWILL BY CASH GENERATING UNIT EUR THOUSAND 2021 2020 Project Personnel 16,610 15,668 Consulting 1,023 723 Renewable Energy 3,265 0 Tota l 20,898 16,390 Impairment testing has been performed at the year-end, with December 31, 2021 as the testing date. For Project Personnel, in addition to goodwill, we test also the NPC trademark, which has an indefinite useful life. The carrying amount of the trademark at December 31, 2021 was approximately EUR 1.3 million (EUR 1.3 million on December 31, 2020). In testing, the carrying amount of a cash-generating unit is compared with its value in use, which is based on a calculation of its value in use. These calculations are based on management-approved plans covering a five-year period. The key variables used in the calculation are revenue growth and operating margin. The variables are based on past performance, the business group’s market position and growth potential in the business group’s market. The discount rate is determined using a capital structure based on peer group balance sheets and financial statements to which IAS 17 Leases applies. Based on testing, the recoverable amounts of all cash-generating units exceeded their carrying amounts and, therefore, no indications of impairment exist. KEY VARIABLES: 2021 2020 Average growth in net sales, % Project Personnel 10.3 12.5 Consulting 8.3 2.5 Renewable Energy 23.9 - Average EBIT, % Project Personnel 4.4 3.6 Consulting 11.1 11.2 Renewable Energy 4.5 - Terminal growth rate, % Project Personnel 1.0 1.0 Consulting 1.0 1.0 Renewable Energy 1.0 - Pre-tax discount rate, % Project Personnel 11.7 11.8 Consulting 11.7 12.0 Renewable Energy 12.7 - If any one of the following changes were made to the above key assumptions, the value in use value and the carrying amount would be equal. CHANGE EBIT %, %-unit Project Personnel -2.3 Consulting -10.5 Renewable Energy -4.1 Pre-tax discount rate, %-unit Project Personnel 24.3 Consulting 407.0 Renewable Energy 178.5 48 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 16. TANGIBLE ASSETS OWNED ASSETS RIGHT-OF-USE ASSETS TANGIBLE ASSETS 2021 EUR THOUSAND MACHINERY AND EQUIPMENT OTHER TANGIBLE ASSETS BUILDINGS MACHINERY AND EQUIPMENT TOTAL Acquisition cost, Jan. 1 789 40 2,186 0 3,016 Translation differences (+/-) 0 0 0 0 0 Additions 114 0 129 212 454.586 Disposals 0 0 0 0 0 Acquisition cost, Dec. 31 903 40 2,315 212 3,470 0 Accumulated depreciation and value adjustments, Jan. 1 -766 -40 -721 0 -1,527 Translation differences (+/-) 0 0 0 0 0 Accumulated depreciation from disposals 0 0 0 0 0 Depreciation charges for the period -35 0 -383 -54 -472 Accumulated depreciation and value adjustments, Dec. 31 -800 -40 -1,104 -54 -1,999 0 Book value, Dec. 31, 2021 103 0 1,211 158 1,471 OWNED ASSETS RIGHT-OF-USE ASSETS TANGIBLE ASSETS 2020 EUR THOUSAND MACHINERY AND EQUIPMENT OTHER TANGIBLE ASSETS BUILDINGS TOTAL Acquisition cost, Jan. 1 812 40 2,379 3,231 Translation differences (+/-) -24 0 -105 -129 Additions 1 0 160 162 Disposals 0 0 -248 -248 Acquisition cost, Dec. 31 789 40 2,186 3,016 Accumulated depreciation and value adjustments, Jan. 1 -730 -40 -412 -1,182 Translation differences (+/-) 30 0 21 51 Accumulated depreciation from disposals 0 0 83 83 Depreciation charges for the period -66 0 -413 -478 Accumulated depreciation and value adjustments, Dec. 31 -766 -40 -721 -1,527 Book value, Dec. 31, 2020 24 0 1,465 1,489 49 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Leases Dovre Group’s right-to-use assets are office leases, which are presented as part of buildings. Dovre Group adopted a simplified approach to deployment, setting the starting date for existing contracts as January 1, 2021. Most office rentals are fixed-term contracts and some of these contracts include an option to extend the contract periodically. Dovre Group assessed in the determination of the right-to-use assets that the Group will utilize extension options. Leases, which are valid until further notice with a 3 to 12 month notice period, have a probable lease term of 2–4 years. Suvic Oy of a subsidiary of Dovre Group’s Renewable Energy business group, also has leased construc- tion equipment. The lease contracts are fixed-term and last for 3–5 years. LEASING LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Non-current lease liabilities 980 1,175 Current lease liabilities 460 352 Total 1,440 1,527 MATURITY PROFILE OF PAYMENTS DUE EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 0–1 460 352 1–2 407 323 2–3 302 327 3–4 172 252 4–5 99 134 Over 5 years 0 138 Tota l 1,440 1,527 CASH FLOW STATEMENT ITEMS EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Lease liability amortization payments -381 -373 Lease liability interest payments -51 -60 Tota l -432 -432 INCOME STATEMENT ITEMS EUR THOUSAND 2021 2020 Right-to-use asset depreciations -437 -413 Right-to-use asset interest cost -49 -60 Low value lease expense -73 -19 Expense relating to variable lease payments not included in the measurement of lease liabilities -154 -64 Tota l -714 -556 17. INVENTORIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Materials and supplies of inventory, percentage of completion method 669 0 Tota l 669 0 Inventories consist of the materials and supplies of Suvic Oy’s inventories. 50 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 18. FINANCIAL ASSETS Financial assets at fair value through profit and loss EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Unquoted equity investment 1,056 1,056 Rahastosijoitukset 800 0 Tota l 1,856 1,056 Unquoted equity investment includes Dovre Group Plc’s ownership in SaraRasa Bioindo Pte. Ltd. (Bioindo). Dovre Group Plc’s ownership was 19.86% at year-end 2021. Dovre Group’s investment in Bioindo is not part of the Group’s core business. The category of the investment’s fair value measurement is Level 3. The audited equity of Bioindo was USD 2.5 million at year-end 2021 (USD 1.3 million at year-end 2020). The estimated unaudited 2021 result was approximately USD 0.6 million. SaraRasa has agreed to supply its entire production of pellets until January 2024. SaraRasa Bioindo Pte. Ltd, a wholly owned subsidiary of PT SaraRasa Biomass, has expanded pro - duction at its plant location in Surabaya. Production capacity has increased by more than 20% and storage capacity by more than 100% compared to 2020. The expansion of the plant was completed at the end of 2021. The expansion of the existing plant is expected to improve the plant’s profitability due to economies of scale and was funded by the company’s additional cash. Fund investments Fund investments include the mutual fund units of Dovre’s subsidiary Suvic Oy. The category of the investment’s fair value measurement is Level 1. 19. TRADE AND OTHER RECEIVABLES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Trade receivables 26,997 12,802 Valuation allowance for trade receivables -25 -24 Other receivables 139 163 Accrued income on sales 5,054 797 Tota l 32,165 13,738 Other accrued expenses include accruals for operating expenses. The book values of the receivables are based on a reasonable estimate of their fair value. Dovre Group has not recognized an expected credit loss provision in accordance with IFRS 9 for trade receivables, as Dovre Group has not been able to estimate it reliably due to the small amount of realized credit losses. The amount of impairment of trade receivables realized during the last 10 years has averaged EUR 12 thousand, which is an average of 0.07% of trade receivables. AGEING ANALYSIS OF TRADE RECEIVABLES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Not due 18,748 8,793 Overdue 1–30 days 5,287 3,380 31–60 days 2,152 440 61–90 days 314 181 Over 90 days 496 8 Tota l 26,997 12,802 51 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 20. SHAREHOLDERS’ EQUITY Dovre Group Plc has one class of shares. The book value of the shares is EUR 0.10 per share (EUR 0.10 per share in 2020). Each share entitles the shareholder to one vote. Dovre Group Plc’s shares are listed on Nasdaq Helsinki Ltd. The maximum number of Dovre Group Plc’s shares is 160 million shares (160 million in 2020). The shares do not carry a nominal value. The Group’s maximum share capital is EUR 41.6 million (EUR 41.6 million in 2020). All shares issued have been fully paid for. Changes in 2021 In May 2021, Group’s equity increased following the Suvic acquisition as Dovre Group Plc issued 3 million shares to the sellers of Suvic in a directed new share issue. Each seller paid the subscribed shares by capital contribution by transferring an amount of Suvic Oy shares corresponding to the subscription price of the shares. The price of the shares of Dovre Group Plc offered for subscription was determined by the market price of the share formed in the Helsinki Stock Exchange at the closing date so that the subscription price of EUR 0.37 for each share was the previously mentioned market price of the share. The subscription price of EUR 1.1 million was recorded in full in Dovre Group’s invested unrestricted equity fund. Changes in 2020 The number of shares increased in February 2020, when Dovre Group issued 1,009,747 new shares to the sellers of Tech4Hire AS in a directed share issue. The issue was related to the payment of an additional purchase price to the sellers of Tech4Hire, where a part of the additional consideration was be used to subscribe for new shares in Dovre Group Plc. The subscription price per share was 0.34 euros and the total subscription price was 343,314.00 euros. The share subscription price was based on the volume-weighted average price of Dovre Group shares on Nasdaq Helsinki between 7 February 2020 and 13 February 2020. The subscription price was recorded in its entirety in the Company’s invested non-restricted equity. Dividend distribution in 2021 The Annual General Meeting, held on June 10, 2021 decided that a dividend of EUR 0.01 per share to be paid for the financial year 2020. The dividend was paid on June 28, 2021. Dividend distribution in 2020 The Board of Directors of Dovre Group Plc decided based on the authorization by the Annual General Meeting 2020, that a dividend of EUR 0.01 per share was paid. The dividend was paid on November 10th, 2020. No dividend was paid to company’s own shares. Own shares Dovre Group did not repurchase the company’s own shares during 2021. At the beginning of the year, Dovre Group had 870,337 treasury shares. Of these, a total of 633,612 shares were transferred on March 30, 2021, without consideration to the key persons participating in the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and conditions of the program. At the end of December 2021, Dovre Group Plc held 236,725 of its own shares, representing appro - ximately 0.22 (0.85)% of all the company’s shares and votes. Reconciliation of the number of shares EUR THOUSAND NUMBER OF SHARES SHARE CAPITAL RESERVE FOR NON-RESTRICTED EQUITY FAIR VALUE RESERVE TREASURY SHARES TOTAL Jan. 1, 2020 101,946,747 9,603 12,661 2,869 -237 24,896 Directed share issue 1,009,747 331 331 Dec. 31, 2020 102,956,494 9,603 12,991 2,869 -237 25,226 Directed share issue 3,000,000 1,119 1,119 Dec. 31, 2021 105,956,494 9,603 14,110 2,869 -237 26,345 52 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 21. SHARE-BASED COMPENSATION Long-term incentive programs 2018–2020 Key employees of Dovre Group were covered by a share-based incentive scheme during earning years 2018–2020. The reward was based on the achievement of annual targets and the fulfillment a service condition. The vesting conditions did not include a market-based condition, so the award scheme did not include the fair value portion at grant date. A prerequisite for meeting the terms of service was that the key person was employed by the Group at the beginning of 2021.The key person is personally responsible for taxes on earned shares. On 29 March 2021, the Board of Directors of Dovre Group Plc confirmed the number of shares, 633,612 shares, earned based on the earning period 2018–2020 of the share-based incentive program which commenced in 2018 for the company’s key personnel and resolved on the payment of the share rewards earned based on said earning period. The recipients of the above share rewards comprised two key persons. The share rewards were paid by transferring own shares held by the company without consideration to the participants (directed share issue without consideration). Long-term incentive programs 2021 The company does not have a valid share-based payment plan. Rewards paid to key employees will be paid in cash in the future. 2013 stock option plan At the end of 2021, Dovre Group had no open option plans. The subscription period for the 2013C option plan ended on 28 February 2020. No shares were subscribed during 2020. 22. NON-CURRENT FINANCIAL LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Non-current loans from financial institutions 1,300 764 Non-current lease liabilities (Note 16) 980 1,175 Tota l 2,280 1,939 The average interest rate for non-current loans was 1.95% in 2021 (3.74% in 2020). MATURITY PROFILE OF NON-CURRENT LOANS EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 0–1 years 405 306 1–2 years 400 306 2–3 years 400 153 3–4 years 95 0 4–5 years 0 0 Tota l 1,300 764 PROVISIONS EUR THOUSAND DEC. 31, 2021 Warranty provision, Suvic Oy 441 JSS/Covic 19 accrual Singapore 200 Tota l 641 OTHER LIABILITIES EUR THOUSAND DEC. 31, 2021 Other liabilities 3 Tota l 3 The fair values of the non-current liabilities and provisions correspond, in material aspects, to their carrying values. 53 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 23. CURRENT FINANCIAL LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Current loans from financial institutions 405 306 Lines of credit in use 5,306 3,538 Current lease liabilities (Note 17) 460 352 Tota l 6,171 4,195 The average interest rate for current loans was 1.95% in 2021 (3.74% in 2020). The fair values of the lia - bilities correspond, in material aspects, to their carrying values. The interest rate for the Group’s lines of credit in use in 2021 was 2.89% (1.82% in 2020). 24. TRADE PAYABLES AND OTHER LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Trade payables 8,828 2,681 Advances received 3,071 0 Other current liabilities 6,043 4,320 Accrued expenses 12,099 6,218 Tota l 30,040 13,219 CURRENT ACCRUALS AND DEFERRED INCOME EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Current deferred income 87 36 Percentage of completion method 2,578 0 Accrued employee expenses 8,163 5,223 Other current accrued liabilities on income and expenses 1,270 958 Tota l 12,099 6,218 The fair values of the liabilities are equal to their carrying values. 54 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES 2021 EUR THOUSAND JAN 1, 2021 PROCEEDS REPAYMENTS TRANSFER TRANSLATION DIFFERENCES DEC. 31, 2021 Non-current loans and borrowings 764 2,000 -764 -700 0 1,300 Current loans and borrowings 3,843 1,677 -606 700 96 5,711 Tota l 4,607 3,677 -1,370 0 96 7,011 2020 EUR THOUSAND JAN 1, 2020 PROCEEDS REPAYMENTS TRANSFER TRANSLATION DIFFERENCES DEC. 31, 2020 Non-current loans and borrowings 1,135 0 0 -306 -66 764 Current loans and borrowings 2,689 991 0 306 -142 3,843 Tota l 3,824 991 0 0 -207 4,607 The above figures do not include leasing liabilities (Note 16). 55 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 26. FINANCIAL RISK AND CAPITAL STRUCTURE MANAGEMENT Financial Risk Management In its operations, Dovre Group is exposed to common financial risks, most importantly foreign exchange risk. The purpose of financial risk management is to ensure that the Group has access to sufficient and cost-effective funding in all market situations and to monitor and minimize any potential risks. Financial risks are managed centrally by the Group’s parent company’s finance function, which is responsible for the Group’s financing. Financial risk management is part of the Group’s operational management. Foreign exchange risks The Group operates internationally and is thus exposed to a variety of foreign exchange risks. Such risks arise from exchange rate ﬂuctuations relating to foreign currency denominated assets, liabilities, and planned business trans - actions (transaction risk) and from investments in foreign subsidiaries and associates (translation risk). The Group manages its foreign exchange risks in accordance with the Group’s currency hedging policy, approved by the Board of Directors in 2014. The purpose of the policy is to minimize the company’s subsidiaries’ foreign exchange risks and to centrally hedge the Group’s foreign exchange risks at the parent company, when necessary. The company does not automatically hedge its foreign currency positions. However, should it be deemed necessary for risk management and be in the best interest of the com- pany’s shareholders, the company’s Board of Directors may pursue prudent and selective hedging. Operatively, the company seeks to avoid any unnecessary increase in foreign exchange risks and any unnecessary currency transactions. Foreign exchange risk management is a regular part of the Boards’ charter. Transaction risks Majority of the Group’s operations is local service business and is denominated in local functional currencies. It does not therefore involve transaction risks. The Group’s internal invoicing and loans are primarily initiated in the local currencies of the subsidiaries and any possible foreign exchange risks are hedged using foreign currency derivatives at the parent company. The foreign exchange risk sensitivity analysis for the most important cur - rency pairs, disclosed in accordance with IFRS 7, has been calculated for the Group’s foreign currency nominated financial assets and liabilities including foreign currency derivatives outstanding on the balance sheet date. The expo- sures in the most important currency pairs are disclosed in the table below. EXPOSURE AGAINST EUR EUR MILLION NOK CAD USD SGD GBP AED TOTAL Exposure Dec. 31, 2021 -0.8 0.0 0.8 -0.2 0.0 0.0 -0.1 Exposure Dec. 31, 2020 -0.5 0.0 0.5 0.0 0.0 0.0 0.1 EXPOSURE AGAINST NOK EUR MILLION NOK CAD USD SGD GBP EUR TOTAL Exposure Dec. 31, 2021 0.0 0.5 0.1 0.0 0.6 Exposure Dec. 31, 2020 0.0 0.3 0.8 0.0 1.1 EXPOSURE AGAINST SGD EUR MILLION NOK CAD USD SGD GBP EUR TOTAL Exposure Dec. 31, 2021 0.1 0.5 0.0 0.6 Exposure Dec. 31, 2020 0.1 0.2 0.0 0.3 EXPOSURE AGAINST CAD EUR MILLION NOK CAD USD SGD GBP TOTAL Exposure Dec. 31, 2021 0.0 0.0 0.0 Exposure Dec. 31, 2020 0.0 0.2 0.2 The foreign exchange risk sensitivity analysis illustrates the impact of a 20% movement in exchange rates and has been calculated before taxes. An estimated 20% movement in the foreign exchange rates on the balance sheet date would have resulted in an impact of EUR 0.2 (0.3) million on the Group’s result before taxes with the exchange rates strengthening and EUR -0.2 (-0.3) million with the exchange rates weakening. 56 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Customer credit risk A substantive part of the Group’s receivables are from a small number of customers. However, the Group does not consider there to be any significant concentrations of customer credit risk because these customers are large and financially solid companies. Customers’ creditworthiness is secured through credit checks. Trade receivables are monitored centrally by Group functions. The Group does not provide customer financing. Ageing structure of the Group’s receivables and impairment losses recognized during the financial year are presented in Note 19 Trade and Other Receivables. Capital Structure Management The purpose of the Group’s capital structure management is to ensure the Group’s liquidity in all mar- ket situations, to secure funding for the Group’s strategic investments, and to maintain the Group’s shareholder value. Capital structure management comprises the management of the Group’s solidity and liquidity. The Group’s capital structure is monitored by using the debt to equity ratio (gearing). The debt-equity ratio is calculated by dividing total net liabilities by total assets. Net liabilities include inter - est-bearing liabilities less cash and cash equivalents. EUR MILLION 2021 2020 Interest-bearing liabilities 8.5 6.1 Cash and cash equivalents 9.5 8.5 Net debt -1.0 2.4 Shareholders’ equity 28.4 23.9 Gearing -3.7% -10.1% Translation risk Changes in consolidation exchange rates affect the Group’s income statement, cash ﬂow statement, and the statement of financial position, which are presented in euros, thus giving rise to translation risk. As the majority of the Group’s net sales occur in functional currencies other than the euro, the translation risk related to the Group’s net sales and operating result is material to the Group. During 2021, the risk has been reduced by the acquisition of Suvic Oy. Suvic’s net sales are denominated in euros. In 2021, the Group’s comparable net sales changed by +84.2 (-6.8) % in euros. In local currencies the change in net sales would have been +83.3 (+8.9) %. The impact of a 10% movement in average annual exchange rates of the Group’s main currencies on the Group’s net sales is presented in the table below. EUR MILLION CHANGE IN EXCHANGE RATE IMPACT ON NET SALES DENOMINATED IN NOK IMPACT ON NET SALES DENOMINATED IN CAD IMPACT ON NET SALES DENOMINATED IN USD IMPACT ON NET SALES DENOMINATED IN SGD 2021 10 % -5,7 -0,6 -0,1 -2,2 -10 % 5,7 0,6 0,1 2,2 In 2021, the translation differences arising from the translation of the Group’s subsidiaries’ balance sheets into euros was EUR -1.9 (-4.3) million. All of the Group’s key currencies strengthened in 2021. The biggest impact was the strengthening of the Norwegian krone. Interest rate risk The Group’s interest rate risk arises from non-current loans totaling EUR 1.3 (0.8) million on December 31, 2021. The Group has not hedged interest rate risk.. Liquidity risk The purpose of liquidity risk management is to ensure that the Group has access to sufficient liquid assets and credit facilities in order to guarantee sufficient funding of the Group’s business operations. The Group’s liquidity is controlled through cash and liquidity management. The Group’s liquidity remained strong in 2021. On December 31, 2021, the Group’s cash and cash equivalents were EUR 9.5 (8.5) million. In addition, the parent company and subsidiaries have unused credit limit. EUR MILLION 2021 2020 Cash and cash equivalents 9.5 8.5 Credit facilities 8.0 4.7 Lines of credit in use -5.3 -3.5 Tota l 12.2 9.7 57 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 28. SUBSIDIARIES COMPANY DOMICILE COUNTRY SHARE- HOLDING %, PARENT SHARE- HOLDING %, GROUP Dovre Asia Pte Ltd. Singapore Singapore 100.00 100.00 Dovre Australia Pty Ltd. Sydney Australia 100.00 100.00 Dovre Canada Ltd. St. John's Canada 100.00 100.00 Dovre Club Oy Helsinki Finland 100.00 100.00 Dovre Consulting AS Stavanger Norway 100.00 100.00 Dovre Group Inc. Houston USA 100.00 100.00 Dovre OOO St. Petersburg Russia 100.00 100.00 Dovre Group Energy AS Stavanger Norway 100.00 100.00 Dovre Group (Singapore) Pte Ltd. Singapore Singapore 0.00 100.00 Proha Oy Espoo Finland 100.00 100.00 Suvic Oy Espoo Finland 51.00 51.00 27. COMMITMENTS AND CONTINGENT LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Business mortgages and other pledges given as collateral for loans from financial institutions and overdrafts Trade receivables pledged as collateral 5,606 5,348 Business mortgages 5,000 3,000 Loan guarantee (overdraft) 1,325 1,222 Other guarantees 3,107 2,961 15,038 12,532 Counter-guarantees for work guarantees and guarantees during warranty period Investment fund share 300 0 Business mortgages 6,000 0 6,300 0 Disputes and court proceedings The Group has no pending disputes or court proceedings. 58 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 29. RELATED PARTY TRANSACTIONS Transactions with related parties A related party is an entity, in which a member of the management of the Group or of its parent com- pany holds either direct or indirect control, holds control together with another party, or has significant inﬂuence. Dovre Group did not have any material transactions with any other related parties in 2021 or 2020. There were no loans given to management in the Group balance sheet on December 31, 2021 or Decem - ber 31, 2020. Management remuneration and compensation Key management remuneration and compensation Key management remuneration and compensation Information includes total remuneration paid to the members of the Board and the members of the Group Executive Team. EUR THOUSAND 2021 2020 Salaries and other short-term employee benefits 703 675 Share-based compensation 0 80 Tota l 703 755 Dovre Group paid share rewards to Arve Jensen, CEO, and Stein Berntsen, member of the Group Exe - cutive Team, in the earning period 2018–2020 of the share-based incentive program 2018 according to the terms and conditions of the program. The share rewards were by transferring own shares held by the company without consideration to the participants (directed share issue without consideration) on March 30, 2021. 494.120 shares were transferred to Arve Jensen and 139.492 to Stein Berntsen. In 2021, the CEO’s share-based compensation totaled EUR 0 thousand (EUR 41 thousand in 2020). Remuneration paid to the CEO and the members of the Board Information includes the total remuneration, compensation, and fringe benefits paid to the CEO and the acting CEO of the parent company and the members of the Board of Directors of Dovre Group Plc. EUR THOUSAND 2021 2020 Board members on Dec. 31, 2021: Svein Stavelin - Chairman of the Board 35 35 Ilari Koskelo - Vice Chairman of the Board 25 25 Antti Manninen - Board member 22 22 Kristine Larneng - Board member 22 22 CEO: Arve Jensen 258 239 Tota l 362 343 In 2021 and 2020, the remuneration of the members of the Board of Directors was paid in cash. 59 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS 60 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 5. FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS INCOME STATEMENT OF THE PARENT COMPANY, FAS EUR THOUSAND NOTE JAN. 1–DEC. 31, 2021 JAN. 1–DEC. 31, 2020 NET SALES 2 5,784 6,914 Other operating income 3 63 64 Material and services 4 -1,957 -3,634 Employee benefits expense 5 -2,453 -2,408 Depreciation and amortization 6 -20 0 Other operating expenses -1,415 -1,215 OPERATING RESULT 1 -279 Financing income and expenses 8 2,887 257 RESULT BEFORE TAXES 2,888 -22 Appropriations: Group contribution 27 7 Tax 9 -18 -22 RESULT FOR THE PERIOD 2,897 -37 61 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations BALANCE SHEET OF THE PARENT COMPANY, FAS EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020 ASSETS NON-CURRENT ASSETS Intangible assets 10 280 0 Tangible assets 11 1 1 Investments Investments in subsidiaries 12 30,095 25,381 Investments in other shares 12 1,147 1,147 NON-CURRENT ASSETS 31,523 26,528 CURRENT ASSETS Non-current assets 13 1,965 3,395 Current assets 14 4,747 1,641 Cash and cash equivalents 663 402 CURRENT ASSETS 7,374 5,438 TOTAL ASSETS 38,897 31,966 EUR THOUSAND NOTE DEC. 31, 2021 DEC. 31, 2020 EQUITY AND LIABILITIES SHAREHOLDERS’ EQUITY Share capital 15 9,603 9,603 Reserve for invested non-restricted equity 15 14,171 13,052 Retained earnings 15 4,362 5,455 Result for the period 15 2,897 -37 SHAREHOLDERS’ EQUITY 31,032 28,074 LIABILITIES Non-current liabilities 16 1,300 0 Current liabilities 17 6,565 3,892 LIABILITIES 7,865 3,892 TOTAL EQUITY AND LIABILITIES 38,897 31,966 62 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CASH FLOW STATEMENT OF THE PARENT COMPANY, FAS EUR THOUSAND JAN. 1-DEC.31, 2021 JAN. 1-DEC.31, 2020 Cash ﬂow from operating activities Operating profit (+) / loss (-) 1 -279 Depreciation and amortization 20 0 Other adjustments 18 -43 Changes in working capital 68 167 Interest received and other financial income 53 27 Interest paid and other financial items -105 -33 Income taxes paid -18 -22 Net cash generated by operating activities 37 -183 Cash ﬂow from investing activities Investments in tangible and intangible assets 0 -1 Investments in Group companies -2,096 0 Acquired businesses -300 0 Dividends received from investments 1,124 323 Increase (-) / decrease (+) in loan receivables -746 -1,012 Net cash generated by investing activities -2,018 -690 EUR THOUSAND JAN. 1-DEC.31, 2021 JAN. 1-DEC.31, 2020 Cash ﬂow from financing activities Directed share issue 0 343 Repayments of non-current loans 2,000 0 Proceeds from current loans 1,641 1,509 Repayments of current loans -300 0 Dividends paid -1,057 -1,021 Net cash generated by financing activities 2,283 832 Translation differences -42 -69 Change in cash and cash equivalents 261 -111 Cash and cash equivalents at the beginning of the period 402 513 Cash and cash equivalents at the end of the period 663 402 63 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations NOTES TO DOVRE GROUP PLC’S FINANCIAL STATEMENTS, FAS 1. ACCOUNTING PRINCIPLES The financial statements of the parent company Dovre Group Plc have been prepared in accordance with Finnish accounting and corporate legislation. Foreign currency transactions Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. At the end of the financial period, foreign currency nominated assets and liabilities are translated at the rate of exchange prevailing at the end of the reporting period. Foreign exchange gains and losses are presented under financing income and expense in the income statement. Revenue recognition Revenue from services is recognized upon delivery to the client. All service related travel and other expenses that have been invoiced from the client are included in revenue from services. Revenue from licenses is recognized upon the granting of user rights when all the main risks and rewards of license ownership have been transferred to the buyer. Revenue from maintenance is allocated to the contract period. Net sales includes royalty fee charged from Group companies for intangible marketing property and for using the Dovre Group trademark. Royalties are recognized on an accrual basis and in accordance with the respective licensing agreement. Pensions The parent company’s pension schemes are funded through payments to an insurance company. Statu- tory pension expenses are recognized as expense in the year they are incurred. Fixed assets Fixed assets are stated at acquisition cost less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the expected economic useful lives of the assets as follows: Intangible assets (software) 2–3 years Intangible assets (trademarks) 5 years Other capitalized expenditure 3–5 years Goodwill 5–10 years Machinery and equipment 3–5 years In accordance with section 5: 9 of the APA, EUR 300,000 arising from the business transaction on 31 August 2021 was capitalized as goodwill. Goodwill is based on the expected return on the acquired eSite business. Goodwill is amortized on a straight-line basis over 5 years. The book value of goodwill at the end of the financial year was 280,000. Derivative instruments The company hedges, when appropriate, receivables and liabilities denominated in foreign currency with different currency forward and option contracts. Derivatives are recognized in the balance sheet under other receivables or payables at fair value on the date of trade. Outstanding derivatives are remeasured at their fair value at the end of each reporting period and the resulting gain or loss is immediately recog- nized in profit or loss under financial items. In determining the fair value of a derivative, the appropriate quoted market price is used, if available. Alternatively, fair value is determined using commonly used valuation methods. The company had no outstanding derivate contracts at the end of 2021. Taxes Income tax is recognized in accordance with Finnish tax legislation. Taxes withheld in foreign jurisdictions are recognized as cost in the income statement if they cannot be utilized in taxation. Deferred tax assets are recognized with utmost prudency. 2. NET SALES NET SALES BY BUSINESS ACTIVITY EUR THOUSAND 2021 2020 Project Personnel 4,483 6,139 Consulting 115 0 Other functions 1,186 774 Tota l 5,784 6,914 The net sales of Consulting arise from the eSite acquired on August 31, 2021. GEOGRAPICAL DISTRIBUTION EUR THOUSAND 2021 2020 The Netherlands 3,673 4,797 Finland 724 263 Norway 991 557 Other countries 395 1,296 Tota l 5,784 6,914 64 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 3. OTHER OPERATING INCOME EUR THOUSAND 2021 2020 Rents 38 41 Other income 25 23 Tota l 63 64 4. MATERIAL AND SERVICES EUR THOUSAND 2021 2020 License fees -29 -23 External services -1,928 -3,610 Tota l -1,957 -3,634 5. EMPLOYEE BENEFITS EXPENSE EUR THOUSAND 2021 2020 Salaries and fees -2,082 -2,049 Pension expenses -303 -274 Other employee benefits -68 -85 Tota l -2,453 -2,408 Management remuneration EUR 2021 2020 Members of the Board of Directors -104,000 -104,000 Tota l -104,000 -104,000 Pension liabilities for the members of the Board and the CEO The contracts do not contain any specific provisions on retirement age or pension. The CEO of Dovre Group Plc has been Arve Jensen from Norway, whose salary is paid by Dovre Group Energy AS. In In 2021, the accrued expenses arising from the CEO’s statutory pension plan were EUR 2,386 (EUR 2,162 in 2020). On March 30, 2021, Dovre Group Plc transferred to Arve Jensen 494,120 of the company’s own shares in accordance with the terms of the share-based incentive plan 2018–2020.Transfer of shares by means of a directed the share issue without consideration was based on the authorization given to the Board of Directors by Dovre Group Plc’s Annual General Meeting on April 28, 2020. NUMBER OF EMPLOYEES 2021 2020 Average 41 52 At the end of the financial year 48 40 6. DEPRECIATION AND AMORTIZATION EUR THOUSAND 2021 2020 Amortization according to plan, intangible assets -20 0 Depreciation according to plan, tangible assets 0 0 Tota l -20 0 65 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 7. AUDITOR FEES AUDIT FIRM BDO OY EUR THOUSAND 2021 2020 External audit -72 -49 Other services 0 -1 Tota l -72 -50 8. FINANCING INCOME AND EXPENSES DIVIDEND INCOME EUR THOUSAND 2021 2020 Dividend income from Group companies 2,920 323 Tota l 2,920 323 OTHER INTEREST AND FINANCING INCOME EUR THOUSAND 2021 2020 Interest income from Group companies 53 26 Other financing income from others 66 6 Tota l 119 32 INTEREST AND FINANCING EXPENSES EUR THOUSAND 2021 2020 Interest expenses to Group companies -29 -17 Interest expenses, interest-bearing liabilities -27 -2 Other interest and financing expenses -95 -80 Tota l -152 -99 Financing income and expenses, total 2,887 257 Foreign exchange gains included in financing income 66 5 Foreign exchange losses included in financing income 54 39 9. INCOME TAXES EUR THOUSAND 2021 2020 Tax on income from operations -18 -22 Tota l -18 -22 10. INTANGIBLE ASSETS INTANGIBLE RIGHTS AND OTHER CAPITALIZED EXPENDITURE EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 95 101 Disposals 0 -6 Acquisition cost, Dec. 31 95 95 Accumulated amortization and value adjustments, Jan. 1 -95 -101 Accumulated amortization from disposals 0 6 Amortization charges for the year 0 0 Accumulated amortization and value adjustments, Dec. 31 -95 -95 Book value, Dec. 31 0 0 GOODWILL EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 47 45 Additions 0 1 Acquisition cost, Dec. 31 47 47 Accumulated amortization and value adjustments, Jan. 1 -46 -45 Amortization charges for the year 0 -1 Accumulated amortization and value adjustments, Dec. 31 -46 -46 Book value, Dec. 31 1 1 66 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 11. TANGIBLE ASSETS MACHINERY AND EQUIPMENT EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 47 45 Additions 0 1 Acquisition cost, Dec. 31 47 47 Accumulated depreciation and value adjustments, Jan. 1 -46 -45 Depreciation charges for the year 0 -1 Accumulated depreciation and value adjustments, Dec. 31 -46 -46 Book value, Dec. 31 1 1 12. INVESTMENTS INVESTMENTS IN GROUP COMPANIES EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 29,784 29,784 Additions 4,715 0 Acquisition cost, Dec. 31 34,498 29,784 Accumulated value adjustments, Jan. 1 -4,403 -4,403 Accumulated impairment and value adjustments, Dec. 31 -4,403 -4,403 Book value, Dec. 31 30,095 25,381 In 2021 the increase 4.7 million is due to the acquisition of Suvic Oy for EUR 3.2 million and conversion of Dovre Club Oy’s loan receivables 1.5 million to investment. OTHER INVESTMENTS EUR THOUSAND 2021 2020 Acquisition cost, Jan. 1 1,147 1,147 Transfer from investments in associates 0 0 Acquisition cost, Dec. 31 1,147 1,147 Book value, Dec. 31 1,147 1,147 INVESTMENTS IN SUBSIDIARIES ON DEC. 31, 2021 DOMICILE COUNTRY PARENT COMPANY OWNERSHIP % Dovre Asia Pte Ltd. Singapore Singapore 100.00 Dovre Australia Pty Ltd. Sydney Australia 100.00 Dovre Canada Ltd. St. John's Canada 100.00 Dovre Club Oy Helsinki Finland 100.00 Dovre Group Consulting AS Stavanger Norway 100.00 Dovre Group Inc. Houston USA 100.00 Dovre OOO St. Petersburg Russia 100.00 Dovre Group Energy AS Stavanger Norway 100.00 Proha Oy Espoo Finland 100.00 Suvic Oy Oulu Finland 51.00 INVESTMENTS IN OTHER COMPANIES ON DEC. 31, 2021 DOMICILE COUNTRY PARENT COMPANY OWNERSHIP % SaraRasa Bioindo Pte Ltd. Singapore Singapore 19.86 67 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 13. NON-CURRENT RECEIVABLES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Loan receivables Non-current loan receivables from Group companies 1,965 3,395 Non-current receivables, total 1,965 3,395 The decrease in non-current loan receivables is due to the fact that the non-current loan receivable of the subsidiary Dovre Club Oy was converted into an investment of EUR 1.4 million during the financial year. 14. CURRENT RECEIVABLES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Current receivables from Group companies Trade receivables 149 89 Loan receivables 3,954 1,007 Other receivables 44 17 Accrued receivables, interest receivable 29 0 4,176 1,113 Current receivables from others Trade receivables 464 447 Other receivables 43 19 Accrued receivables 63 61 570 527 Current receivables, total 4,747 1,641 The increase in the Group’s loan receivables is mainly due to the increase in the group company Dovre Group (Singapore) Pte. Ltd’s overdraft. The overdraft facility has been arranged through the Group’s parent company. ACCRUED RECEIVABLES FROM OTHERS EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Sales accruals 18 29 Accrued expenses 45 32 Tota l 63 61 The company has unrecognized EUR 0.3 million (0.3 million in 2020) of deferred tax assets from con - firmed tax losses in previous years. 68 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 15. SHAREHOLDERS’ EQUITY Restricted equity SHARE CAPITAL EUR THOUSAND 2021 2020 Share capital, Jan. 1 9,603 9,603 Share capital, Dec. 31 9,603 9,603 Non-restricted equity RESERVE FOR INVESTED NON-RESTRICTED EQUITY EUR THOUSAND 2021 2020 Reserve for invested non-restricted equity, Jan. 1 13,052 12,708 Directed share issue 1,119 343 Reserve for invested non-restricted equity, Dec. 31 14,171 13,052 RETAINED EARNINGS EUR THOUSAND 2021 2020 Retained earnings, Jan. 1 5,419 6,476 Dividend distribution -1,057 -1,021 Result for the period 2,897 -37 Retained earnings, Dec. 31 7,258 5,419 Total Equity 31,032 28,074 CALCULATION OF DISTRIBUTABLE EARNINGS EUR THOUSAND 2021 2020 Retained earnings 4,362 5,455 Reserve for invested non-restricted equity 14,171 13,052 Result for the period 2,897 -37 Total 21,429 18,471 16. NON-CURRENT LIABILITIES EUR THOUSAND 2021 2020 To third parties Non-current loans from banks 1,300 0 1,300 0 Non-current liabilities, total 1,300 0 The non-current loan from bank was drawn in 2021 due to the acquisition of the subsidiary Suvic Oy. 17. CURRENT LIABILITIES EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Current liabilities to Group companies Trade payables 33 58 Other liabilities 1,264 859 1,296 918 Liabilities to others Current loans from banks 400 0 Current overdraft facility from banks 4,026 2,385 Trade payables 199 60 Other liabilities 62 57 Accruals and deferred income 582 473 5,269 2,975 Current liabilities, total 6,565 3,892 The increase in the Group’s overdraft facility is mainly due to the increase in the group company Dovre Group (Singapore) Pte. Ltd’s overdraft. The overdraft facility has been arranged through the Group’s parent company. ACCRUALS AND DEFERRED INCOME EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Accrued employee expenses 369 288 Other accrued expenses 213 185 Tota l 582 473 69 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 18. COMMITMENTS AND CONTINGENT LIABILITIES Collateral COLLATERAL FOR OWN COMMITMENTS EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Business mortgages and other pledges given as collateral for liabilities and commitments Loans from financial institutions 2,100 0 Credit limits, amount in use 4,026 2,385 Business mortgage pledged as collateral 5,000 3,000 Lines of credit Lines of credit granted, total 4,945 2,525 Collaterals given on behalf of Group companies EUR THOUSAND DEC. 31, 2021 DEC. 31, 2020 Business mortgage on Suvic Oy’s guarantee limit 6,000 0 Loan guarantee (overdraft) 1,325 1,222 Other guarantees 3,107 2,961 Tota l 10,432 4,183 Pension liabilities The company’s pension liabilities have been insured with an outside pension insurance company. Future minimum payments for non-cancellable operating leases EUR THOUSAND 2021 2020 Not later than one year 1 1 Later than one year and not later than five years 0 1 Tota l 1 2 Employees of the subsidiary Proha Oy also work in the same premises as Dovre Group Plc. Proha Oy is on the premises under a sublease agreement. Disputes and court proceedings The Group has no pending disputes or court proceedings. 70 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 6. SIGNATURES FOR THE FINANCIAL STATEMENTS Espoo, Finland, February 23, 2022 Svein Stavelin Chairman of the Board of Directors Ilari Koskelo Vice Chairman of the Board of Directors Kristine Larneng Member of the Board of Directors Antti Manninen Member of the Board of Directors Arve Jensen CEO Auditor’s statement A report on the audit performed has been issued today. Espoo, February 23, 2022 BDO OY Audit Firm Ari Lehto Authorized Public Accountant 71 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations AUDITOR’S REPORT 72 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 7. AUDITOR’S REPORT (Translation of the Finnish original) To the Annual General Meeting of Dovre Group Plc REPORT ON THE AUDIT OF FINANCIAL STATEMENTS Opinion We have audited the financial statements of Dovre Group Plc (busi- ness identity code 0545139-6) for the year ended 31 December, 2021. The financial statements comprise the consolidated balance sheet, statement of comprehensive income, statement of changes in equity, statement of cash ﬂows and notes, including a summary of significant accounting policies, as well as the parent company’s balance sheet, income statement, statement of cash ﬂows and notes. In our opinion • the consolidated financial statements give a true and fair view of the group’s financial performance and financial position in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU • the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report submitted to the Board of Directors. Basis for Opinion We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor’s Responsibilities for the Audit of Financial Statements section of our report. We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements. In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohib- ited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 9 to the consolidated financial statements and in note 7 to the parent company’s financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judg- ment, were of most significance in our audit of the financial state- ments of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud. 73 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Key Audit Matter How our audit addressed the Key Audit Matter Valuation of Goodwill We refer to the to the Group’s accounting policies and the note 15 • The value of goodwill in the consolidated balance sheet amounted to EUR 20.9 million representing 30% of the total assets and 72% of net assets (2020: EUR 16.4 million representing 37% of the total assets and 69% net assets). • Goodwill is not amortized but is tested annually for impairment. An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. • Determination of the key assumptions in future cash ﬂow forecasts underlying the impairment tests requires management make judgements over certain key inputs, for example discount rate, growth rates and profitability levels. • The impairment test of goodwill is based on both market and financial assumptions. • We assessed the allocation basis, i.e. the allocation of goodwill to the tested cash-generating units complies with the allocation principles defined by the company. • We have obtained an understanding of the management’s process for evaluating the impairment of goodwill and reviewed assumptions supporting forecasted cash ﬂows, comparison of prior year forecasts to actuals and the components of the cost of capital. • We compared realized earnings figures for the fiscal year with earnings forecasts used in the impairment model in the prior year to determine whether the forecasts included assumptions that had been optimistic in retrospect. • We involved our own valuation specialist when assessing the assumptions used in determining the discount rate to market and industry information. • We considered the accuracy of sensitivity analysis, assessing the likelihood of changes in the assumptions that require management judgement. • Furthermore, we considered the appropriateness of the notes in respect of impairment testing. Revenue Recognition We refer to the Group’s accounting policies and the note 5 • The sales of the Group consist of revenue from the sale of services, licenses as well as licenses maintenance. In addition, the group has significant long-term projects. These long-term customer relationships are often complex customized solutions and meet the definition of a performance obligation to be fulfilled over time, according to IFRS 15. • Revenue from services sold, products or their combination is recognized when the services have been rendered. 65% of the Dovre Group’s turnover consists of service sales based on hours or days done. • The revenue for long-term projects is recognized in accordance with the degree of completion of the performance obligation (project’s degree of completion). The sales price of performance pertaining to long-term project is entered as a proportion of the price of the finished product in accordance with the degree of the performance. The revenue recognition of long-term contracts includes estimates based on management’s judgement related to earlier experience and expectations regarding future events. The most significant judgement relates to the projected total cost of the project. 35% of the Dovre Group’s turnover consists of long-term projects. • Revenue recognition is a key performance measure used by the Group and due to the risk relating to incorrect timing of recognition of revenue a significant risk of material misstatement referred to in EU Regulation No 537/241, point (c) of Article 10(2). • We reviewed that, considering the terms of the contract, the applicable revenue recognition methodology is appropriate • We determined the profit forecast to the sales contract, considering any changes made to the contract • We have reviewed revenue recognition policies to verify its accordance to IFRS • We have verified the design and implementation of key controls related to revenue recognition and performed analytical procedures and detailed transaction testing • We have tested the sales cut-off on a transaction level before and after the balance sheet date • Audit of the disclosures related to revenues. 74 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. 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 financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company’s and the group’s ability to continue as going concern, dis - closing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities in the Audit of Financial Statements Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to inﬂuence the economic decisions of users taken on the basis of the financial statements. As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a state- ment that we have complied with relevant ethical requirements regarding independence, and communicate with them all relation- ships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with gov - ernance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public dis - closure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would rea- sonably be expected to outweigh the public interest benefits of such communication. OTHER REPORTING REQUIREMENTS Information on our audit engagement We were first appointed as auditors by the Annual General Meeting on 28.3.2018, and our appointment represents a total period of uninterrupted engagement of three years. Other information The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report but does not include the financial statements and our report thereon. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is mate- rially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially mis- stated. With respect to report of the Board of Directors, our respon- sibility also includes considering whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial state- ments and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report this fact. We have nothing to report in this regard. Espoo 23.2.2022 BDO Oy, Audit Firm Ari Lehto Authorized Public Accountant 75 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations CORPORATE GOVERNANCE STATEMENT 2021 76 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 8. CORPORATE GOVERNANCE STATEMENT INTRODUCTION This Corporate Governance Statement has been composed in accordance with the reporting requirements of the Finnish Cor - porate Governance Code (2015) issued by the Finnish Securities Market Association, and Chapter 7, Section 7 of the Finnish Secu- rities Markets Act. The Finnish Corporate Governance Code can be found on the Association’s website, www.cgfinland.fi. This Corporate Governance Statement is issued separately from the report by the company’s Board of Directors. The Statement has been reviewed by Dovre Group Plc’s Board of Directors. GENERAL PRINCIPLES Dovre Group’s parent company, Dovre Group Plc, is a public limited company registered in Finland and domiciled in Helsinki, Finland. In its decision-making and governance, Dovre Group complies with all applicable legislation, the company’s Articles of Association, and the Finnish Corporate Governance Code issued by the Finnish Securities Market Association. In addition, the company complies with the rules and regulations of Nasdaq Helsinki Ltd and the standards, regula- tions, and guidelines of the Finnish Financial Supervisory Authority. Dovre Group’s subsidiaries comply with local legislation. The Board of Directors does not have any designated board com- mittees. The establishment of committees has not been deemed necessary due to the size of the company and the Board. The duties of the Audit Committee are managed by the Board of Directors. Up-to-date information about the company’s corporate govern - ance is available on the company’s website, www.dovregroup.com/ investors/corporate-governance.html. DOVRE GROUP’S GOVERNING BODIES The General Meeting of Shareholders, the Board of Directors, and the CEO are responsible for the Group’s management. Their tasks and responsibilities are determined in accordance with the Finnish Lim - ited Liability Companies Act. The CEO, assisted by the Group Exec- utive Team, is responsible for the Group’s operational management. General Meeting of Shareholders Dovre Group’s supreme decision-making body is the General Meeting of Shareholders. The Annual General Meeting of Shareholders is organized once a year on a date set by the Board of Directors and is held within six (6) months of the end of the financial period. The Board of Directors may convene one or more Extraordinary General Meetings during the financial year if necessary. In accordance with the Articles of Association, the General Meeting is to be held in Espoo, Helsinki, or Vantaa. Notice of the Annual General Meeting and a proposal for the agenda are released as stock exchange releases and published on the company’s website. The Annual General Meeting decides on the following issues: • Adoption of the income statement and balance sheet • Use of the profit or loss shown on the balance sheet • Discharging from liability the members of the Board and the CEO • Number of Board members and their election • Election of the Auditor • Remuneration of the Board and compensation of the Auditor • Other issues as outlined in the notice of the meeting Board of Directors Dovre Group’s Board of Directors is responsible for the administra- tion and the proper organization of the company’s operations. The Board supervises the company’s operations and management, and decides on significant matters concerning the company’s strategy, organization, financing, and investments. The duties and responsibil - ities of the Board are determined in accordance with the company’s Articles of Association and the Finnish Limited Liability Companies Act. The Board has not established an audit committee; the duties of the audit committee are discharged by the Board in its entirety. The Board prepares an annual charter that specifies the Board’s meeting procedures and duties. In accordance with the Board char- ter, the duties of the Board include following: • Assuming responsibility for tasks specified as obligatory for the Board of Directors by the Finnish Limited Liability Compa - nies Act, the company’s Articles of Association, or elsewhere • Approving the Group’s strategy and long-term financial targets • Approving the Group’s Code of Conduct • Approving the Group’s management system and organiza - tional structure • Approving annual business plans and changes to them, if any • Approving internal control and risk management policies and monitor them • Approving the Group’s financial reports, including the com - pany’s half year financial report, annual financial statements, report by the Board of Directors, and Q1 and Q3 trading statements • Assuming responsibility for communications related to the Group’s financial objectives • Approving the Group’s financial policy • Assuming responsibility for the development of the Group’s market value and specifying dividend policy • Approving business acquisitions and divestments and signifi - cant individual investments and contingent liabilities • Approving the Group’s incentive system and policy • Appointing and dismissing the Group’s top management (CEO and members of the Group Executive Team) and deciding on their terms of employment and remuneration • Overseeing the succession planning of the CEO • Deciding on the establishment of new legal entities • Assuming responsibility for the development of the Group’s corporate governance • Approving the agenda for Board meetings • Reviewing the operations of the Board annually • Reviewing the CEO’s performance and giving feedback • Acting as the Audit committee In accordance with the Articles of Association, the Board has a min - imum of three (3) and a maximum of eight (8) members. The Board members are elected by the Annual General Meeting for one term of office at a time. The term of office of a member of the Board begins at the end of the General Meeting that elected the member and expires at the end of the first Annual General Meeting following 77 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations the election. The company’s Articles of Association do not specify an upper age limit for, or the maximum number of terms of office, of a Board member, and place no other restrictions on the authority of the General Meeting to elect members to the Board. The Board selects a Chairman and a Vice Chairman from among its members, and the Board is deemed to have a quorum present when more than half of its members are present. The company considers diverse composition of the Board as an important asset. In selecting candidates to the Board, the company pays attention, amongst other things, to the candidates’ diverse and mutually complementary background, experience, and expertise, especially in international business. The company also aims to have, where possible, representatives of both genders on the Board. The Board convenes normally once a month according to a pre- agreed schedule, and may hold additional meetings, if necessary. Minutes are kept for all meetings. In addition to matters requiring Board decision, the Board, in its meetings, is provided with up-to- date information on the Group’s operations, financial situation, and risks. Chief Executive Officer (CEO) The Board of Directors appoints the CEO. The CEO is responsible for the day-to-day management of the Group’s business operations and governance in accordance with the Articles of Association, the Finnish Limited Liability Companies Act, and the instructions issued by the Board. The CEO is assisted by the Group Executive Team. Group Executive Team The Group Executive Team is appointed by the Board of Directors. The Group Executive Team assists the CEO in the operative man - agement of the Group, prepares items for the Board and the CEO, and plans and monitors the operations of the Group’s business units. The Group Executive Team convenes at least once a month. The CEO acts as the Chairman of the Group Executive Team. INTERNAL AUDIT The Group has no separate internal audit organization. The estab- lishment of an internal audit organization has not been deemed necessary due to the size of the company. The Group’s Executive Team assesses and ensures the sufficiency and effectiveness of the Group’s internal control, as well as supports the Board with its mon- itoring responsibility. EXTERNAL AUDIT According to the Articles of Association, Dovre Group shall have one auditor who shall be an audit firm. The term of the auditor expires at the end of the first Annual General Meeting following their selection. The Board’s proposal for the auditor is disclosed in the notice of the General Meeting. The primary purpose of an audit is to verify that the financial statements give accurate and adequate information concerning the Group’s result and financial position for the financial period. In addition, the auditors shall report to the Board of Directors on the ongoing auditing of administration and operations. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS PERTAINING TO FINANCIAL REPORTING The purpose of the Group’s internal control is to support the imple- mentation of the Group’s strategy and to ensure that the Group complies with all relevant rules and regulations. The Group’s inter- nal control framework is based on the Dovre Group Authorization Matrix, which specifies the authority and the responsibilities of the Group’s management. The Authorization Matrix is approved by the Board of Directors, which also acts as the highest supervisory body of the Group’s internal control. The implementation of internal control measures is supervised primarily by the CEO and CFO, who report to the Board. The ultimate responsibility for accounting and financial admin - istration lies with Dovre Group’s Board of Directors. The Board is responsible for internal control, and the CEO is responsible for the day-to-day organization and monitoring of the control system. The steering and monitoring of business operations is based on the reporting and business planning system that covers the entire Group. The CEO and CFO report monthly to the Board and the Group Executive Team on the Group’s financial situation and development. The purpose of financial reporting is to ensure that all assets and liabilities in the financial statements belong to the company; that all rights and liabilities of the company are presented in the finan- cial statements; that items in the financial statements have been classified, disclosed, and described correctly; that assets, liabilities, income, and expenditure are entered in the financial statements at the correct amounts; that all transactions during the reporting period are included in the accounts; that transactions entered in the accounts are factual transactions; and that assets have been secured. RISK MANAGEMENT AND RISK ASSESSMENT The Group’s risk management is guided by legal requirements, business requirements set by shareholders of the company, and the expectations of customers, personnel, and other important stakeholders. The goal of risk management is to acknowledge and identify systematically and comprehensibly any risks relating to the company’s operations and to make sure that all such risks are appro- priately accounted for when making business decisions. The Group’s risk management procedures support the achieve - ment of the Group’s strategic goals and seeks to ensure the con- tinuity of the Group’s business operations. The Group takes risks that are a natural part of its strategy and objectives. The Group is not ready to take risks that might endanger the continuity of its operations or be uncontrollable or that may significantly harm the Group’s operations. In accordance with the Group’s risk management procedures, the Board of Directors receives an annual report of the most signif- icant risks facing the Group. The Board analyses the risks from the point of view of shareholder value. The company’s risk management process includes an annual identification and analysis of risks pertaining to financial report- ing. In addition, the company seeks to analyse and report all new risks immediately as soon as they have been identified. Taking into account the extent of the Group’s business operations, the most significant risks pertaining to the reliability of financial reporting relate to revenue recognition, impairment testing (including good- will), and tax reporting. CONTROL FUNCTIONS The correctness and reliability of financial reporting are ensured through compliance with Group policies and guidelines. Control functions that ensure the correctness of financial reporting include controls related to accounting transactions, to the selection of and 78 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations compliance with the Group’s accounting principles, to information systems, and to fraud or malpractice. Revenue recognition is supervised by the Group’s CFO and is based on the required sale and delivery documents. The Group’s bad debt provision is reviewed monthly. Any even - tual bad debt provisions are based on the aging of trade receivables per sales company. The Group’s goodwill is tested for impairment at the end of each financial year on the balance sheet date. Key variables used in the calculations are net sales growth and the estimated change of profit margin. In addition, indications of impairment are monitored regu- larly. If indications of impairment are detected, a separate testing is performed. The performance of business operations and the attainment of annual goals is assessed monthly in Group Executive Team and Board meetings. Monthly management and Board reporting includes both the actual and the estimated results compared to the budget and the actual results of previous periods. Financial reports gen- erated for the management are used for monitoring certain key indicators associated with the development of sales, profitability, and trade receivables on a monthly basis. In accordance with its strategy, Dovre Group may complement its organic growth with acquisitions. In making acquisitions, the Group follows due diligence and utilizes its internal competence together with external advisors in the planning phase (e.g. due dil- igence), takeover phase, and when integrating acquired functions into the Group’s operations. INTERNAL COMMUNICATION AND SHARING OF INFORMATION The purpose of management reporting is to produce up-to-date, relevant information for decision-making. The CFO provides the Group’s business units with monthly reporting guidelines and is in charge of any special reporting instructions related to budgeting and forecasting. The Group’s financial administration distributes, on a regular basis, internal information on processes and procedures pertaining to financial reporting. Internal control tasks are carried out in accordance with this information. Financial administration also arranges targeted training for the organization’s personnel on the procedures associated with financial reporting and changes in them, if necessary. The Group’s investor relations maintain, in coop - eration with the Group’s financial administration, the guidelines on the disclosure of financial information, including, for example, the disclosure obligations of a publicly listed company. MONITORING Monitoring refers to the process of assessing Dovre Group’s internal control system and its performance in the long term. The Group continuously monitors its operations also through various separate assessments, such as internal and external audits, and supplier audits carried out by clients. The Group’s management monitors internal control as part of its day-to-day work. The Group Executive Team is responsible for ensuring that all operations comply with applicable laws and regulations. The Group’s financial administration monitors compliance with the financial reporting processes. The financial administration also monitors the correctness of external and internal financial reporting. The Board of Directors assesses and ensures the appropriateness and effectiveness of the Group’s internal control and risk management. The Group’s internal control is also assessed by the Group’s external auditor. The auditor verifies the correctness of external annual financial reporting. The most significant observations and recommendations of the audit are reported to the Board of Direc- tors. INSIDER ADMINISTRATION AND TRADING RESTRICTIONS With regards the company’s insider guidelines, Dovre Group com- plies with the applicable legislation, the standards of the Finnish Financial Supervisory Authority as well as Nasdaq Helsinki Ltd.’s Guidelines for Insiders effective as of July 3, 2016. In accordance with the legislation in force and the standards and guidelines in ques- tion, inside information refers to all information of a precise nature, which has not been made public and relates, directly or indirectly, to one or more issuers or to one or more financial instruments and which, if made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments. Dovre Group discloses any possi - ble inside information concerning the company as soon as possible and as a stock exchange release. However, the company may, on its own responsibility and on a case-by-case basis, delay disclosure of inside information to the public in accordance with the conditions outlined in the Market Abuse Regulation ((EU) No 596/2014). Should the company decide to delay disclosure, the company documents and continuously monitors the preconditions of delayed disclosure. The company notifies the Finnish Financial Supervisory Authority of the delayed disclosure immediately after the information has been publicly disclosed. Dovre Group does not maintain a list of permanent insiders, but establishes project-specific insider lists following the identification of a specific issue as inside information by the company’s Board of Directors and the Board’s decision to establish an insider list relating to the identified issue. The CFO is responsible for administration of the company’s insider registers and project-specific insider lists are maintained by the company. The company has defined the Board of Directors, the CEO and the Group Executive Team as persons discharging managerial responsibilities. The company maintains a list of persons discharging managerial responsibilities and their closely associated persons. In accordance with current legislation, persons discharging managerial responsibilities in Dovre Group as well as their closely associated persons are obliged to notify the company and the FSA of every transaction in the company’s financial instruments. The notification obligation applies to all transactions once a total amount of EUR 5,000 has been reached within a calendar year. Dovre Group will disclose all such transaction notifications as stock exchange releases within three (3) business days of the date of transaction. Persons discharging managerial responsibilities in the company may not trade in any financial instruments in the company during a closed period of 30 calendar days before the announcement of the company’s half year financial report, annual financial statements, or Q1 and Q3 trading statements. In addition to persons discharging managerial responsibilities in the company, the trading restriction applies to the company’s employees participating in the preparation, drawing-up, and disclosure of the company’s financial reports. 79 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations REMUNERATION The Annual General Meeting decides on the remuneration of the Board of Directors. The Board decides on the terms and conditions of the employment of the CEO, specified in writing. The remuneration principles of the key management are set by the Board. The Board annually approves the Group’s short-term and long-term incentive schemes. The Board decides on the CEO’s and the Group Executive Team’s remuneration. The remuneration of the management of the Group’s business areas is based on the so-called one-over-one principle whereby the remuneration decision must be approved by the super- visor of the employee’s direct supervisor. CORPORATE GOVERNANCE IN 2021 Annual General Meeting Dovre Group’s Annual General Meeting was held in Helsinki and via webcast on June 10, 2021. Board of Directors The Annual General Meeting elected four (4) members to the Board of Directors. The Chairman of the Board was Svein Stavelin and the Vice Chairman Ilari Koskelo. The other members were Kristine Larneng and Antti Manninen. Members of the Board were independ- ent of the company and significant shareholders. In 2021, the Board convened 12 times, with an attendance rate of 98 per cent. The Group’s CEO acted as the Secretary of the Board of Directors. BOARD MEMBER ATTENDANCE AT MEETINGS: Svein Stavelin 12/12 Ilari Koskelo 12/12 Kristine Larneng 11/12 Antti Manninen 12/12 CEO Arve Jensen has served as the Group’s CEO as of November 1, 2018. On December 31, 2021, Arve Jensen held a total of 574,120 shares in Dovre Group Plc. Group Executive Team At the end of 2021, the members of the Group Executive Team were Arve Jensen (CEO & President, business area Norway), Sirpa Haavisto (CFO from 1.10.20), Stein Berntsen (President, business area Consulting) and Miko Olkkonen (EVP Finland from 13.8.21) There are no longer any active option plans. Shareholdings of Dovre Group Plc’s management on December 31, 2021: NAME SHARES Berntsen Stein (Member of the Group Executive Team) 139,492 Haavisto Sirpa (Member of the Group Executive Team) 5,000 Jensen Arve (CEO) 574,120 Koskelo Ilari (Vice Chairman of the Board) 7,279,653 Larneng Kristine (Member of the Board) o Manninen Antti (Member of the Board) 533,485 Stavelin Svein (Chairman of the Board) 334,613 Information includes also ownership through controlled companies of the Board members. Shareholdings in Dovre Group Plc from the Suvic`s management: NAME SHARES Koskela Pasi (Member of the Board, Suvic Oy) 0 Räisänen Janne (Member of the Board, Suvic Oy 1,111,030 Vesanen Ville (CEO and Chairman of the Board, Suvic Oy) 1,098,319 External audit In 2021, the Group’s auditor was BDO Ltd., Authorized Public Accountants, with Ari Lehto, APA as the principal auditor. 80 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations REMUNERATION IN 2021 Board of Directors The General Meeting decides on the remuneration of the Board of Directors. The proposal for the remuneration of the Board of Direc - tors presented to the General Meeting is based on the shareholders’ proposal delivered to the company. In 2021, the proposal for the remuneration of the Board of Directors came from shareholders, who represented over 37 per cent of all shares and votes in the company. The Annual General Meeting held on June 10, 2021, decided that the Chairman of the Board be paid EUR 35,000, Vice Chairman EUR 25,000, and each other member of the Board EUR 22,000 for the term which will last to the next Annual General Meeting. Actual trav- elling expenses are compensated as incurred. Remuneration was decided to pay in cash. Remuneration of the members of the Board of Directors in 2021: MEMBER ANNUAL REMUNERATION, EUR Svein Stavelin 35,000 Ilari Koskelo 25,000 Kristine Larneng 22,000 Antti Manninen 22,000 Tota l 104,000 CEO The Board of Directors decides on the remuneration of the CEO. The terms and conditions of employment of the CEO are approved by the Board and specified in writing. The service terms and conditions of the current CEO, Arve Jensen, comprise of an annual salary (including holiday pay, and car and phone benefits) of NOK 2,000,000 (approx. EUR 197 thou- sand) and a performance-based bonus decided by the Board. The CEO will have same pension and personnel insurance as the other company employees in Norway. The contract does not specify the CEO’s retirement age. The contract may be terminated by either party by giving six (6) months’ notice. The contract does not include any additional severance payment to the CEO in case the company decide to terminate the employment contract. The CEO’s bonus is based on the company’s or its individual units’ performance and profitability or on the successful completion of organizational measures. These objectives are specified annually. The STI part of the plan is paid in cash and the objectives are defined annually. The LTI part is a fully equity settled share-based payment transaction and the objectives are defined annually. In 2021, CEO Arve Jensen’s total compensation was EUR 258 thousand. The amount includes performance bonus of EUR 56 thou- sand. Additionally, Arve Jensen earned 494,120 Dovre Group Plc shares from the LTI 2018–2020 program, which will was awarded to him at the beginning of 2021. Group Executive Team The Group Executive Team’s remuneration consists of total salary (including salary in money and typical fringe benefits such as car and phone) as well as long- and short-term incentives as decided by the Board of Directors. Short-term incentives include a yearly per - formance-based bonus decided by the Board. Long-term incentives include previously option plans, for which all members of the Group Executive Team are eligible, as well as yearly performance-based share-based incentive plans. The Board decides on long term incen- tive plans. The Group has not taken out any additional pension insur- ance for the members of the Group Executive Team. The Board approves annually the terms and criteria of the Group Executive Team’s short-term incentives (or bonuses). Any bonuses are based on the achievement of financial targets, such as operating result and net sales and other related targets, on either Group and/ or business unit level. In addition, members of the Group Executive Team may have either individual or team objectives. In 2021, the total salaries, fees and benefits of the Group Exec - utive Team members, not including the CEO Arve Jensen, were EUR 398 Thousand. The amount includes short-term performance bonuses of EUR 46 Thousand. Long-term incentive plans for key personnel (option plans) At the end of December 2021, Dovre Group did not have any option plans The company’s Board of Directors has an authorization granted by the Annual General Meeting held on June 10 , 2021, to decide on the issuance of new shares and the granting of option rights and other special rights entitling to shares. The authorization is valid until June 30, 2022. In accordance with the resolution of the Annual General Meeting, the Board may use the authorization, among other things, for the company’s incentive programs. The Board may issue a maximum of 10,100,000 shares by virtue of the authorization, and the Board may use the authorization in one or more installments. Long-term incentive plans for key personnel (LTI 2018 - 2020) As of January 1, 2021, the Group has a one year remuneration and incentive program, where the remuneration is based on an annually set performance condition. The payment will be in cash or cash and shares subject to Board decision and paid in Q1.22. 81 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations 9. DOVRE GROUP PLC REMUNERATION REPORT 2021 Introduction The Dovre Group Plc’s remuneration report has been prepared according to the remuneration reporting section instructions of the Finnish Corporate Governance Code 2020. Dovre Group presented the remuneration policy to the 2021 Annual General Meeting which unanimously approved it. Dovre Group’s Remuneration Policy will be presented in the company’s annual general meeting at least every fourth year and always if significant changes are proposed to it. In the 2021 financial period, existing remuneration policy was complied for both the members of the Board of Directors and the CEO. The Annual General Meeting decides on the remuneration of the Board of Directors. The Board decides on the terms and conditions of the employ - ment of the CEO, specified in writing. The remuneration principles of the key management are set by the Board. The Board annually approves the Group’s short-term and long-term incentive schemes. Dovre Group has previously had option plans. The subscription period for the latest option plan 2013C ended on 28 February 2020. No shares were subscribed under the option plans. At the end of 2021, Dovre Group had no open option plans. The table below presents the development of the remuneration of the Board of Directors and the CEO compared to the development of the average remuneration of the group’s employees and to the group’s financial development for the previous five financial years. EUR THOUSAND 2021 2020 2019 2018 2017 Board, total remuneration 104 104 99 97 104 CEO, total remuneration 258 280 325 301 230 Average employee remuneration ) 107 113 122 120 120 Group Net Sales 142,744 77,474 83,135 65,466 62,681 Group Operating result 6,069 2,351 2,705 539 52 ) Employee benefits expenses in the financial statements divided by the number of average personnel during the period In 2017–2018, 40% of total gross compensation paid to Board mem - bers was paid in the company’s shares purchased in public trading. In 2019–2021, the remuneration of the members of the Board of Directors was paid in cash. 82 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Total remuneration for the CEO is the following: EUR THOUSAND 2021 2020 2019 2018 2017 Salaries and benefits 258 239 267 257 227 Share-based payments 0 41 58 44 3 Tota l 258 280 325 301 230 CEO Arve Jensen earned 494,120 Dovre Group Plc shares from the LTI 2018–2020 program. The earned shares were awarded to him in March 2021. REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS The General Meeting decides on the remuneration of the Board of Directors. The proposal for the remuneration of the Board of Direc - tors presented to the General Meeting is based on the shareholders’ proposal delivered to the company. In 2021, the proposal for the remuneration of the Board of Directors came from shareholders, who represented over 37 per cent of all shares and votes in the company. The Annual General Meeting held on June 10, 2021, decided that the Chairman of the Board be paid EUR 35,000, Vice Chairman EUR 25,000, and each other member of the Board EUR 22,000 for the term which will last to the next Annual General Meeting. Actual trav- elling expenses are compensated as incurred. Remuneration was decided to pay in cash. Remuneration of the members of the Board of Directors in 2021: EUR THOUSAND Svein Stavelin 35 Ilari Koskelo 25 Kristine Larneng 22 Antti Manninen 22 Tota l 104 REMUNERATION FOR THE CEO The Board of Directors decides on the remuneration of the CEO. The terms and conditions of employment of the CEO are approved by the Board and specified in writing. The service terms and conditions of the current CEO, Arve Jensen, comprise of an annual salary (including holiday pay, and car and phone benefits) of NOK 2,000,000 (approx. EUR 197 thou- sand) and a performance-based bonus decided by the Board. The CEO will have same pension and personnel insurance as the other company employees in Norway. The contract does not specify the CEO’s retirement age. The contract may be terminated by either party by giving six (6) months’ notice. The contract does not include any additional severance payment to the CEO in case the company decide to terminate the employment contract. The CEO’s bonus is based on the company’s or its individual units’ performance and profitability or on the successful completion of organizational measures. These objectives are specified annually. The STI part of the plan is paid in cash and the objectives are defined annually. The LTI part is a fully equity settled share-based payment transaction and the objectives are defined annually. In 2021, CEO Arve Jensen’s total compensation was EUR 258 thousand. The amount includes short-term performance bonus of EUR 56 thousand. Additionally, Arve Jensen earned 494,120 Dovre Group Plc shares from the LTI 2018–2020 program. The earned shares were awarded to him in March 2021. 83 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Board members December 31, 2021 Svein Stavelin Chairman of the Board Board member since March 28, 2018 M.Sc. (Computer Science), Pedagogy (PUFS), Business Economist b. 1957, Norwegian citizen Key employment Incepto AS, CEO and Founding Partner, 2007– present Bridgehead AS (Oaklins), Partner, April 2005– August 2007 Telecomputing ASA (Visolit), CEO, January 2004– March 2005 Creuna AS, CEO and Co-founder, June 2001– December 2003 Ementor ASA (Atea) (Avenir until 26 October 2000), Managing Director /CEO, 1994–2001 Other key positions of trust, current Chairman of the Board, Incepto AS (from 2007– present) Chairman of the Board, Proventus AS (from 2007– present) Chairman of the jury of The Norwegian Consulting Prize Independent of the company and significant share - holders Ilari Koskelo Vice Chairman of the Board Board member since February 28, 2008 M. Sc. (Management) b. 1959, Finnish citizen Key employment Navdata Ltd., Managing Director and founder, August 1988– present Thai Biogas Energy Corporation, Pte, Ltd., Thai - land, Co-investor and Director, June 2016–2020 SaraRasa Bioindo, Pte, Ltd., Singapore, Co-investor and Director, August 2014– present Soil Scout Oy, Finland, Co-founder, May 2013– present Planman Oy, Co-investor and Director, January 2010–June 2015 Global Satellite Solutions Inc, USA, Co-investor, March 1997–September 2000 Karera Ltd., Managing Director and founder, November 2021-present Other key positions of trust Chairman of the Board, Navdata Ltd Member of the Board, Soil Scout Ltd, Chairman of the Board, SaraRasa Bioindo Pte. Ltd. Suvic Oy, Member of the Board Independent of the company and significant share - holders Kristine Larneng Member of the Board Board member since March 27, 2019 Master of Law b. 1982, Norwegian citizen Key employment LYNX advokatfirma DA, Partner, 2020– present LYNX advokatfirma DA, Senior attorney-at-law, 2018–2019 LYNX advokatfirma DA, Attorney-at-law, 2012–2018 LYNX advokatfirma DA, Associate, 2008–2012 Other key positions of trust Chairman of the Board, Best Helse AS, 2018– pres - ent Member of the Board, Aega ASA, 2017– present Independent of the company and significant share - holders Antti Manninen Member of the Board Board member since March 28, 2018 M.Sc. (Econ.) b. 1961, Finnish citizen Key employment Rio Group Oy, Chairman of the Board, 1998– pres - ent Dovre Group Plc, Member of the Board, Vice Chair - man and the Chairman, 2008–2013 Mega Vision S.A. Ltd., Director, Investments, 1993–1998 Other key positions of trust Chairman of the Board, Event Management Group Oy, 2004– present Independent of the company and significant share - holders 84 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations Group Executive Team December 31, 2021 Arve Jensen CEO Member of the Group Executive Team since Octo - ber 2009 M. Sc. (Mech.) b. 1959, Norwegian citizen Key employment Dovre Group, CEO, November 2018– present Dovre Group, President of Business Area Norway, Project Personnel June 2015– Dovre Group, EVP – Project Personnel, May 2012– June 2015 Dovre Group, EVP Norway, 2009–May 2012 Dovre International AS, CEO, 2001–2008 Dovre International AS, Regional Manager Oslo, 1993–2001 Dovre International AS, Consultant within Con- tracts Management and Project Management (client : Statoil), various projects 1995–1999 ABB Global Engineering AS, Senior Project Engi - neer within Statoils management team for Stat- fjord Satellite Project, 1990–1993 Entrepreneur, Senior Project Engineer at Aker and Statoil, 1988–1990 Aker Engineering AS, Piping Engineer with Statoil (Gullfaks B project), 1985–1987 Stein Berntsen President, business area Consulting Member of the Group Executive Team since July 2014 M. Sc. (Econ. and BA) b. 1965, Norwegian citizen Key employment Dovre Group, President, business area Consulting 2014– present Dovre Group, Managing Director/ Managing Part - ner, Dovre Consulting Norway 2011–2014 Dovre Group, EVP, Management Consulting 2008– 2011 Dovre International AS, Vice President, Project Management, 2006–2008 Dovre International AS, Vice President, Project Consulting, 2002–2008 Dovre International AS, Manager Project Analysis, 2000–2002 Dovre International AS, Project Control Manager (at Statoil), 1999–2000 Dovre International AS, Senior Consultant (at Sta- toil), 1997–1999 Philips Petroleum AS, Department Manager, Risk Management, 1995–1997 Philips Petroleum AS, Senior Cost Estimator, 1993–1995 Philips Petroleum AS, Cost and Contracts Engi- neer, 1991–1993 Philips Petroleum AS, Cost Estimator, 1989–1991 Sirpa Haavisto CFO from 1.10.2020 Member of the Group Executive Team since Octo - ber 2020 M.Sc. (Economics and Business Administration, Accounting) Authorized Public Accountant b. 1963, Finnish citizen Key employment Dovre Group Plc, Chief Financial Officer, 2020– present Azets Insight Oy, Senior Advisor, 2019–2020 Azets Insight Oy, Director, IFRS, Group Reporting and M&A, 2016–2019 Visma Services Oy, Director, IFRS, Group Report - ing and M&A, 2013–2016 Visma Services Oy, Chief Financial Controller, SMB, 2011–2013 Proha Plc, Chief Financial Officer, 2002–2011 Ernst & Young Oy, Senior Manager, IFRS Specialist, 1997–2002 Ernst & Young LLP, Chicago, Audit Senior III, 1995–1997 Ernst & Young Oy, Authorized Public Accountant, 1995 Ernst & Young Oy, Auditor, 1986 - 1995 Miko Olkkonen Miko Olkkonen Vice President Finland Member of Group Executive Team since Septem - ber 2021 M.Sc. (Mech.) b. 1974, Finnish citizen Key Employment: Fortum Group, Head Of eSite, 2019–2021 Fortum Group, Head Of Sales, Nuclear Services, 2016–2019 Fortum Group, R&D Program manager for New Business Growth, 2015–2017 Fortum Group, Execution Manager, Hydro Ser- vices, 2013–2015 AFRY (Pöyry Group), Director of Engineering Cen- tre Thailand, 2012–2013 AFRY (Pöyry Group), Business Development Man - ager, Nuclear, 2010–2012 AFRY (Pöyry Group), Managing Director, Pöyry Application Service Oy, 2006–2010 AFRY (Pöyry Group), Managing Director, Inforbis Oy, 2004–2006 AFRY (Pöyry Group), Business Development Man - ager, Local Services, 2002–2004 AFRY (Pöyry Group), Project manager and mechanical engineer, 1997–2002 85 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations INVESTOR RELATIONS The primary objective of Dovre Group’s investor relations is to ensure that the market has at all times access to accurate and sufficient information to support the correct valuation of the company’s share. Up-to-date information about Dovre Group as an investment is available on the company’s website www.dovregroup. com -> Investors. All financial releases can also be obtained by emailing to [email protected]. Dovre Group reports half-yearly on its financial performance in accordance with the Inter - national Financial Reporting Standards (IFRS). FINANCIAL REPORTING IN 2022 • Q1 trading statement for January 1–March 31, 2022 on thursday, April 28, 2022 • Half-year report for January 1–June 30, 2022 on thursday, August 18, 2022 • Q3 trading statement for January 1–September 30, 2022 on wednesday, October 26, 2022. The company’s Annual General Meeting is planned to be held on Wednesday, March 30, 2022. Dovre Group’s Board of Directors will summon the meeting at a later date. CONTACT INFORMATION Sirpa Haavisto, CFO, tel. +358 20 436 2000 [email protected] SHARE INFORMATION Dovre Group Plc’s shares are listed on the Nasdaq Helsinki Ltd. Dovre Group has one class of shares (trading symbol: DOV1V). Market: Nasdaq Helsinki ISIN: FI0009008098 Symbol: DOV1V Segment: OMX Helsinki Small Cap Sector: Industrial goods and services Number of shares on December 31, 2021: 105,956,494 For more information: www.nasdaqomxnordic.com INVESTOR RELATIONS 86 Dovre Group Business areas Key Figures CEO’s review Dovre Group as an investment Report of the Board of Directors Shares and Shareholders Key Figures by Share Calculation of Key Indicators Consolidated Financial Statements, IFRS Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes In Shareholders’ Equity Notes to the Consolidated Financial Statements Financial Statements of the Parent Company, FAS Dovre Group Plc’s Income Statement Dovre Group Plc’s Balance Sheet Dovre Group Plc’s Cash Flow Statement Notes to Dovre Group Plc’s Financial Statements Corporate governance statement Remuneration report Investor Relations INDEPENDENT AUDITOR’S REASONABLE ASSURANCE REPORT ON DOVRE GROUP OYJ’S ESEF FINANCIAL STATEMENTS To the Board of Directors of Dovre Group Oyj We have undertaken a reasonable assurance engagement on the iXBRL marking up of the consolidated Financial Statements for the year ended 31 December, 2021, included in the Dovre Group Oyj’s digital files [7437000NA1I6Y1OQWL24-2021-12-31-fi.zip] prepared in accordance with the requirements of Article 4 of EU Delegated Regulation 2018/815 (ESEF RTS). The Responsibility of the Board of Directors and Managing Director The Board of Directors and Managing Director are responsible for preparing the report of the Board of Directors and financial state - ments (ESEF financial statements) that comply with the require- ments of ESEF RTS. This responsibility includes: • preparation of ESEF financial statements in XHTML format in accordance with Article 3 of the ESEF RTS • marking up the consolidated financial statements included in the ESEF financial statements with iXBRL tags in accordance with Article 4 of the ESEF RTS; and • ensuring consistency between ESEF financial statements and audited financial statements. The Board of Directors and the Managing Director are also respon - sible for such internal control as they deem necessary to prepare the ESEF financial statements in accordance with the requirements of the ESEF RTS. Auditor’s Independence and Quality Control We are independent of the company in accordance with the ethical requirements applicable in Finland, which apply to the engagement we have performed, and we have fulfilled our other ethical obliga - tions in accordance with these requirements. The auditor applies International Standard on Quality Control 1 and accordingly main- tains a comprehensive system of quality control including docu- mented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and reg - ulatory requirements. Auditor’s Responsibility In accordance with the Engagement Letter our responsibility is to express an opinion on whether the marking up of the consolidated financial statements included in the ESEF financial statements com- ply in all material respects with the Article 4 of the ESEF RTS. We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements 3000. The engagement involves procedures to obtain evidence whether; • the consolidated financial statements included in the ESEF financial statements are, in all material respects, marked up with iXBRL tags in accordance with Article 4 of the ESEF RTS, and; • the ESEF financial statements and the audited financial state - ments are consistent with each other. The nature, timing and the extent of procedures selected depend on practitioner’s judgement. This includes the assessment of the risks of material departures from the requirements set out in the ESEF RTS, whether due to fraud or error. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion Opinion In our opinion, the consolidated financial statements included in the ESEF financial statements of Dovre Group Oyj identified as [7437000NA1I6Y1OQWL24-2021-12-31-fi.zip] for the year ended 31 December, 2021 are marked up, in all material respects, in compli- ance with the ESEF Regulatory Technical Standard. Our audit opinion relating to the consolidated financial state- ments of Dovre Group Oyj’s for the year ended 31 December, 2021 is set out in our Auditor’s Report dated 23 February, 2022. In this report, we do not express an audit opinion, review conclusion or any other assurance conclusion on the consolidated financial state- ments. Helsinki 18.3.2022 BDO Oy, Audit firm Ari Lehto Authorised Public Accountant Dovre Group Plc Ahventie 4 B FI-02170 Espoo tel. +358 20 436 2000 www.dovregroup.com EUROPE AND THE MIDDLE EAST NORWAY Dovre Group Consulting AS Dovre Group Energy AS Oslo Kirkegata 15 NO-0153 Oslo tel. +47 40 005 900 Stavanger Løkkeveien 99 NO-4008 Stavanger tel. +47 40 005 900 Bergen Kokstadalen 4 NO-5257 Kokstad tel. +47 40 005 900 FINLAND Dovre Group Plc Proha Oy Ahventie 4 B FI-02170 Espoo tel. +358 20 436 2000 Suvic Oy Elektroniikantie 14 FI-90590 Oulu tel. +358 44 328 9928 NORTH AMERICA CANADA Dovre Canada Ltd. 5 Hill O’Chips St John’s, NL, Canada A1C 0A8 tel. +1 709 754 2145 USA Dovre Group Inc. 13501 Katy Freeway Suite 1655 Houston, Texas 77079 tel. +1 281 914–4910 ASIA PACIFIC SINGAPORE Dovre Group (Singapore) Pte Ltd Dovre Asia Pte Ltd 144 Robinson Road #03–01 Robinson Square Singapore 068908 tel. +65 6386 2350 7437000NA1I6Y1OQWL242021-01-012021-12-317437000NA1I6Y1OQWL242020-01-012020-12-317437000NA1I6Y1OQWL242021-12-317437000NA1I6Y1OQWL242020-12-317437000NA1I6Y1OQWL242019-12-317437000NA1I6Y1OQWL242020-12-31ifrs-full:IssuedCapitalMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:IssuedCapitalMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:IssuedCapitalMember7437000NA1I6Y1OQWL242020-12-31DOV:ReserveOfInvestedUnrestrictedEquityMember7437000NA1I6Y1OQWL242021-01-012021-12-31DOV:ReserveOfInvestedUnrestrictedEquityMember7437000NA1I6Y1OQWL242021-12-31DOV:ReserveOfInvestedUnrestrictedEquityMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:RevaluationSurplusMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:RevaluationSurplusMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:RevaluationSurplusMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:TreasurySharesMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:TreasurySharesMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:TreasurySharesMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:RetainedEarningsMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:RetainedEarningsMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:RetainedEarningsMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember7437000NA1I6Y1OQWL242020-12-31ifrs-full:NoncontrollingInterestsMember7437000NA1I6Y1OQWL242021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember7437000NA1I6Y1OQWL242021-12-31ifrs-full:NoncontrollingInterestsMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:IssuedCapitalMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:IssuedCapitalMember7437000NA1I6Y1OQWL242019-12-31DOV:ReserveOfInvestedUnrestrictedEquityMember7437000NA1I6Y1OQWL242020-01-012020-12-31DOV:ReserveOfInvestedUnrestrictedEquityMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:RevaluationSurplusMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:RevaluationSurplusMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:TreasurySharesMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:TreasurySharesMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:RetainedEarningsMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:RetainedEarningsMember7437000NA1I6Y1OQWL242019-12-31ifrs-full:EquityAttributableToOwnersOfParentMember7437000NA1I6Y1OQWL242020-01-012020-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberiso4217:EURiso4217:EURxbrli:sharesxbrli:shares

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