Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Etteplan Oyj Annual Report 2022

Mar 13, 2023

3264_bfr_2023-03-13_edb00943-02bc-4d47-b710-e06230019183.pdf

Annual Report

Open in viewer

Opens in your device viewer

Financial review 2022

Content

Board of Directors' review January 1–December 31, 2022 3
Consolidated financial statements 10
Consolidated statement of comprehensive income 10
Consolidated statement of financial position 11
Consolidated statement of cash flows 12
Consolidated statement of changes in equity 13
Notes to the Consolidated Financial Statements 14
1 GENERAL INFORMATION 14
2
A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
14
3 CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT
JUDGMENT-BASED DECISIONS
22
4 MANAGEMENT OF FINANCIAL RISKS 23
5 BUSINESS COMBINATIONS 27
6 SEGMENT REPORTING 31
7 REVENUE FROM CONTRACTS WITH CUSTOMERS 32
8 OTHER OPERATING INCOME 32
9 NON-RECURRING ITEMS 33
10 MATERIALS AND SERVICES 33
11
NUMBER OF PERSONNEL AND EMPLOYEE BENEFITS EXPENSES
33
12 OTHER OPERATING EXPENSES 34
13 AUDIT FEES 35
14 FINANCIAL INCOME 35
15
FINANCIAL EXPENSES
35
16
TRANSLATION DIFFERENCES RECOGNIZED IN INCOME STATEMENT
35
17
INCOME TAXES
35
18
EARNINGS PER SHARE
36
19
INTANGIBLE ASSETS
36
20
TANGIBLE ASSETS
38
21
FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORY
39
22
IMPAIRMENT TESTING
40
23
INVENTORY
41
24
TRADE AND OTHER RECEIVABLES
42
25 EQUITY 42
26
SHARE-BASED PAYMENTS
43
27
INTEREST-BEARING LIABILITIES
43
28
OTHER NON-CURRENT LIABILITIES
44
29
TRADE AND OTHER PAYABLES
44
30
DEFERRED TAXES
44
31
PLEDGES, MORTGAGES AND GUARANTEES
45
32
RELATED-PARTY TRANSACTIONS
45
33
EVENTS AFTER THE BALANCE SHEET DATE
47
34
KEY FIGURES FOR FINANCIAL TRENDS
47
35
KEY FIGURES FOR SHARES
47
FORMULAS FOR THE KEY FIGURES
36
48
Parent Company's Financial Statements 50
Shares and shareholders 60
Board of Directors' dividend proposal 64
Auditor's Report 65
Investor information 69

This is a voluntarily published PDF report, which does not fulfill the disclosure obligation pursuant to Section 7:5§ of the Securities Markets Act.

Board of Directors' review January 1– December 31, 2022

Operating environment

The majority of Etteplan's customers are industrial companies with several global megatrends currently influencing the development of their operating environment. For example, structural changes in the global economy, urbanization, climate change and sustainability are all influencing companies, national economies and people's lives. In addition to these megatrends, the engineering industry is influenced primarily by three trends: digitalization, accelerating technological development and the lack of engineering resources. These trends are creating a need for intelligent and energy-efficient engineering solutions in all industrial sectors. The trend of centralizing service purchasing continues as customer demand becomes increasingly international, presenting growth opportunities for global engineering companies. The continued trend of service outsourcing has a positive effect on the industry's development and it supports Etteplan's growth. Competition for employees and specialized experts in certain areas is continuing, which affects the development of the sector as a whole in all market areas.

The most important factor affecting Etteplan's business is the global development of the machinery and metal industry. The war started by Russia in Ukraine and the subsequent elevation in geopolitical tensions have increased uncertainty globally. Inflation reduces the willingness to invest and affects demand in certain industries. At the same time, investments related to the defense industry, energy efficiency and accelerating the green transition are growing. Uncertainty remains high and the demand situation is characterized by variation. The restrictions related to the COVID-19 in China have eased, but the sharp

increase in the number of infections towards the end of the year continues to affect the market situation. Nevertheless, we expect the general demand situation to remain fairly good throughout 2023.

Development of demand by customer industry

The war started by Russia in Ukraine affects demand in all customer industries, but the effects of the COVID-19 on different customer segments vary. Demand in the Forest, Pulp and Paper industry was at a good level. Demand in the Energy industry was at a good level, as was demand in the Defense industry. Demand in the Mining industry was at a very good level. Demand in the Lifting and Hoisting industry was at a moderate level. Demand in the ICT industry remained good. Demand in the Automotive and Transportation industry was at a good level. Demand in the Chemical industry was at a good level.

Development of demand in Etteplan's operating countries

The geopolitical tensions caused by Russia's invasion of Ukraine and the energy crisis have increased uncertainty and accelerated inflation in all of our operating countries in Europe. In Finland, the revenue of companies in the technology industry in 2022 increased by approximately 16 per cent compared to the previous year, based on preliminary data. However, based on the order development at the end of 2022, it is estimated that the revenue growth of companies in the technology industry will slow down or completely stagnate during the beginning of 2023. The orders received by companies in the engineering and consulting industry in October-December were 1 per cent fewer than in the corresponding period in the previous year. The war and geopolitical tensions are also increasing uncertainty in China and affecting Western investments and international trade. In addition, the large number of COVID-19 infections affects the demand situation and market activity in China.

Revenue

Etteplan's revenue grew by 16.7 per cent and was EUR 350.2 million (2021: EUR 300.1 million). Revenue increased by 17.7 per cent at comparable exchange rates. The organic growth of revenue was 8.6 per cent. At comparable exchange rates, organic growth was 9.6 per cent. Revenue from key accounts grew by 6.9 per cent.

Etteplan's business is subject to periodic fluctuation due to the number of working days, holiday seasons and the timing of product development and investment projects in customer companies, which mainly take place in the spring and the latter part of the year. The revenue in the third quarter is typically lower than that of other quarters.

The revenue of acquired companies is not included in the organic growth of revenue for the 12 months following the acquisition. Adina Solutions Oy increased revenue starting from August 1, 2021, and BST Buck Systemtechnik GmbH starting from October 1, 2021. Cognitas GmbH, which was acquired at the beginning of 2022, is included in Etteplan's figures starting from January 1, 2022, Syncore Technologies AB starting from February 1, 2022, LCA Consulting Oy starting from May 1, 2022, and DDCom starting from June 1, 2022.

Result

Profitability for the full year was at a good level, although it declined slightly from the previous year. Etteplan recognized significant non-recurring costs related to the preparation of the offer made for Semcon AB in the third quarter of the year, which had a negative effect on profitability for the full year. The increase in sickness-related absences also affected profitability, particularly in the fourth quarter.

Operating profit (EBITA) grew by 12.5 per cent and was EUR 33.9 (30.1) million, or 9.7 (10.0) per cent of revenue. Operating profit (EBIT) grew by 11.1 per cent and was EUR 28.6 (25.8) million, or 8.2 (8.6) per cent of revenue. The combined effect of non-recurring items on operating profit (EBITA) and operating profit (EBIT) was EUR -1.0 (-0.7) million. Non-recurring items were affected particularly by expenses related to the Semcon offer, expenses related to organizational restructuring and acquisitions, and changes in the valuation of contingent liabilities.

The net amount of financial income and financial expenses came to EUR -6.2 (-0.9) million. The Semcon offer had an effect of EUR -5.1 million on financial expenses.

Profit before taxes was EUR 22.4 (24.9) million. Taxes in the income statement amounted to 18.9 (19.4) per cent of the result before taxes. The amount of taxes was EUR 4.2 (4.8) million. The profit for the financial year was EUR 18.2 (20.0) million.

Basic earnings per share were EUR 0.73 (EUR 0.80). The expenses related to the preparation of the Semcon offer and the currency hedge had a significant negative effect on earnings per share. Equity per

share was EUR 4.25 (3.97) at the end of December. Return on capital employed (ROCE) before taxes was 15.9 (16.0) per cent.

Cash flow and financial position

Operating cash flow was EUR 28.1 (27.1) million. Cash flow after investments was EUR 2.6 (10.8) million due to the acquisitions made in the first half of the year. Operating cash flow accrues unevenly over the four quarters of the year due to periodic fluctuation in business.

The Group's cash and cash equivalents stood at EUR 19.6 (30.4) million at the end of December.

The Group's interest-bearing liabilities amounted to EUR 90.6 (78.5) million at the end of December. The amount of interest-bearing liabilities was affected by acquisitions made by the Group. Lease liabilities represented EUR 21.6 (22.7) million of interest-bearing liabilities.

The total of unused short-term credit facilities stood at EUR 12.6 (14.5) million.

Total assets on December 31, 2022 were EUR 281.1 (253.0) million. Goodwill on the balance sheet was EUR 105.4 (92.4) million.

At the end of December, the equity ratio was 38.2 (39.7) per cent.

Capital expenditure

The Group's gross investments were EUR 40.9 (30.6) million. The gross investments mainly consisted of acquisitions, increases in lease liabilities and equipment purchases.

Personnel

The number of personnel stood at 3,951 (3,629) employees at the end of December 2022. The number of personnel increased by 8.9 per cent compared to the end of 2021. Due to the unpredictable market situation, we slowed down recruitment in all service areas in the second half of the year.

The Group employed 3,945 (3,480) people on average in 2022.

The number of people employed by the Group outside of Finland increased and stood at 1,963 (1,624) at the end of December, representing 50 (47) per cent of the total number of employees.

Business review

The key objective of the company's strategy - Increasing value for customers - is to create even higher value for customers and support them in the industrial change. The three key elements of our strategy are customer value, service solutions and success with people. The most important focus areas of growth are the continuous development of service solutions, digitalization and international growth.

Etteplan's customers are investing in digitalization and intelligent devices, which presents significant growth opportunities for the company. In recent years, Etteplan has also invested in digitalization and software development with the aim of expanding its service offering and competence capital in order to respond to the digitalization needs of customers. At the same time, we are investing in organic growth as well as the development of our own business and increasing its rate of digitalization.

We continue the development of technology solutions as part of our service solutions. We are strengthening our expertise in areas such as additive manufacturing, digital twin solutions, artificial intelligence and other digital technologies. In July, we made a strategic investment in the Swedish start-up company Ekkono Solutions AB, a developer of machine learning and artificial intelligence technology, by acquiring a stake of approximately 20 per cent in the company.

We have also invested in industrial digitalization and strengthened our smart industrial production offering to help our customers digitalize their production facilities and business operations. Etteplan's new Smart Factory offering consists of a wide range of expertise ranging from engineering to piping, automation, information systems and technical documentation.

Etteplan's target is to achieve revenue of EUR 500 million in 2024. We seek growth organically and by acquisitions. Etteplan's goal is to also grow internationally, provide solutions from all of the company's service areas in all of its market areas and increase the share of revenue accumulated outside Finland to 50 per cent. Revenue accumulated outside Finland amounted to EUR 169.1 (130.1) million, or 48 (43) per cent of the Group's total revenue.

The COVID-19 and thereto related restrictions and shutdown measures continued to affect demand in China. The lifting of restrictions in the fourth quarter significantly increased sickness-related absences. The number of hours sold in the Chinese market decreased by 5.4 per cent in 2022.

Etteplan's target is to increase the share of revenue represented by Managed Services to 75 per cent. The share of revenue represented by Managed Services stood at 66 (63) per cent. The growth in the share of Managed Services enhances Etteplan's capacity management and improves profitability. Etteplan's operating profit (EBITA) target is 10 per cent of revenue.

Acquisitions

Etteplan issued a public offer to the shareholders of Semcon AB on August 23, 2022. The acceptance period stipulated by the offer began on September 1, 2022, and ended on October 6, 2022. The conditions of Etteplan's offer were not fulfilled due to a competing purchase offer. Etteplan did not raise its offer, and the offer consequently lapsed on October 6, 2022. Etteplan issued several stock exchange releases related to the offer between August 23 and October 7, 2022. The releases and more details on the offer are available on Etteplan's website at www.etteplan.com.

Etteplan continued its expansion in the Netherlands in June 2022 by acquiring DDCom B.V. The acquisition strengthened Etteplan's capabilities in 3D content-based animation and visualization services related to technical documentation. DDCom is located in the Eindhoven area and employs approximately 15 technical documentation specialists. Its customers operate in automotive, high tech, med-tech and product manufacturing industries and include high-profile companies such as DAF Trucks, ASML, VDL, Philips & Shimano.

Etteplan strengthened its position as an expert in sustainable development and acquired LCA Consulting Oy, a provider of high-quality expert services, in May 2022. Founded in 2013 as a spin-off at LUT University, LCA Consulting focuses on life cycle assessment of companies, products and production, carbon footprinting and expert training. LCA Consulting, based in Lappeenranta, Finland, employs 11 experts and its customer base consists especially of customers in industrial production and manufacturing, construction industry and public sector.

Etteplan strengthened its position in Sweden and acquired Syncore Technologies AB, a technology services company focusing on advanced embedded systems, in February 2022. Syncore employs 46 embedded systems experts in Linköping, Sweden. The acquisition involved a directed share issue to the owners of the acquired company. More information is provided under Shares.

In January 2022, Etteplan acquired Cognitas GmbH, a German technical information life cycle management company, from Canon Deutschland GmbH. With the acquisition, Etteplan became a marketleading company in technical documentation in Germany and reinforces its leading position in Europe. Cognitas employs 200 professionals in consulting and technical information authoring and management.

Governance

General meeting

Etteplan Oyj's Annual General Meeting was held on April 6, 2022. The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.40 per share for the financial year 2021 and to leave the remaining funds in unrestricted equity. The dividend decided on by the Annual General Meeting was paid to the shareholders registered on the record date in the shareholders' register maintained by Euroclear Finland Ltd. The record date for the dividend payout was April 8, 2022, and the date of dividend payout was April 19, 2022.

In accordance with the proposal of Etteplan's Nomination and Remuneration Committee, the Annual General Meeting resolved that the Board of Directors shall consist of five members. In accordance with the proposal of the Nomination and Remuneration Committee, the Annual General Meeting resolved on the annual remuneration of the members of the Board of Directors, the Chairman of the Board and the members of the Nomination and Remuneration Committee and the Audit Committee.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen as members of the Board of Directors. KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company's auditor.

In its organization meeting subsequent to the Annual General Meeting, the Board of Directors of Etteplan Oyj elected Robert Ingman as Chairman of the Board of Directors. Matti Huttunen was elected the Chairman and Robert Ingman and Leena Saarinen as members of the Nomination and Remuneration Committee of Etteplan Oyj. Päivi Lindqvist was elected as the Chairman and Leena Saarinen and Mikko Tepponen as members of the Audit Committee of Etteplan Oyj.

Board authorizations

The Annual General Meeting held on April 6, 2022 decided to authorize the Board of Directors to resolve on the repurchase of the company's own shares in one or more tranches using the company's unrestricted equity. A maximum of 2,000,000 shares in the company may be repurchased. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e. the Board has the right to decide on a directed repurchase of the company's own shares.

The authorization includes the right for the Board to resolve on the repurchase of the Company's own shares through a tender offer made to all shareholders on equal terms and conditions and at the price determined by the Board, or in public trading organized by the Nasdaq Helsinki Ltd at the market price valid at any given time, so that the company's total holding of own shares does not exceed ten (10) per cent of all the shares in the company. The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the company in public trading during the validity of the authorization.

Should the shares in the company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders' current holdings. In that case, there must be a weighty financial reason for the company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may also be used for carrying out the company's incentive schemes for its personnel. The repurchased shares may be retained by the company, invalidated or transferred further. The repurchase of the company's own shares will reduce the non-restricted equity of the company.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 6, 2022, and ending on October 5, 2023.

The Annual General Meeting 2021 decided to authorize the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights

entitling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The authorization includes the right to decide to issue either new shares or shares held by the company.

The authorization includes the right to deviate from the existing shareholders' pre-emptive subscription right as set forth in Chapter 9, Article 3 of the Companies Act. Therefore, the Board of Directors has the right to direct the share issue, or issuance of the option rights or other special rights conferring entitlement to shares. The authorization also includes the right to decide on all the terms of share issue, option rights or other special rights conferring entitlement to shares. The authorization therefore includes the right to determine share subscription prices, persons entitled to subscribe the shares and other terms and conditions applicable to the subscription. In order to deviate from the shareholders' pre-emptive subscription right, the company must have a weighty financial reason such as financing of a company acquisition, other arrangement in connection with the development of the company's business or equity or an incentive scheme to the personnel. In connection with the share issuance, the Board of Directors is entitled to decide that the shares may be subscribed against contribution in kind or otherwise under special terms and conditions. The authorization includes the right to determine whether the subscription price will be entered into the share capital or into the unrestricted equity fund.

The authorization is valid for two (2) years from the date of the resolution of the Annual General Meeting, starting on April 8, 2021, and ending on April 7, 2023.

Shares

Etteplan's shares are listed in Nasdaq Helsinki Ltd's Mid Cap market capitalization group in the Industrials sector under the ETTE ticker. The company has one series of shares. All shares confer an equal right to a dividend and the company's funds. The company's share capital on December 31, 2022, was EUR 5,000,000.00 and the total number of shares was 25,200,793.

On February 2, 2022, Etteplan issued a stock exchange release announcing the acquisition of Syncore Technologies AB. As part of the financing of the transaction, Etteplan Oyj's Board of Directors, at its meeting held on February 1, 2022, made a conditional decision on a share issue based on the share issue authorization given to the Board of Directors by the Annual General Meeting on April 8, 2021. In accordance with the terms of the transaction, the purchase price was paid through a share issue to the sellers and cash. The contract of

sale, which was a condition of the decision, was signed on February 2, 2022, and at the same time, the sellers subscribed for 117,485 new Etteplan shares as a part payment for the purchase amount. The subscription price per share paid for the shares was EUR 16.42. The new shares carry the right to dividends starting from the financial year 2022. The new shares subscribed for in the directed share issue were registered in the Trade Register on April 19, 2022, and in the book-entry system maintained by Euroclear Finland Oy on April 29, 2022. The shares were listed for trading on Nasdaq Helsinki on May 3, 2022. However, trading in the new shares will only be possible after three years, when the transfer restriction agreed upon in connection with the transaction has expired.

Trading in shares

The number of Etteplan Oyj shares traded during 2022 was 517,686 (2021: 1,539,757), for a total value of EUR 8.0 (25.15) million. The share price low was EUR 11.65, the high EUR 18.75, the average EUR 15.46 and the closing price EUR 14.60. Market capitalization on December 31, 2022, was EUR 365.61 (421.22) million. On December 31, 2022, Etteplan had 3,696 (3,604) shareholders.

Own shares

Etteplan did not purchase any of its own shares in January–December 2022. The company held 159,046 of its own shares at the end of December 2022 (December 31, 2021: 159,046), which corresponded to 0.63 per cent of all shares and voting rights.

Flaggings

Etteplan Oyj received no flagging notices in 2022.

Etteplan Oyj's incentive plan for key personnel 2020–2022

On February 5, 2020, Etteplan's Board of Directors resolved to establish a new share-based incentive plan for the Group's key personnel. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, to commit the key personnel to the company, and to offer them a competitive reward plan based on holding the company shares.

The plan includes one earning period which comprises calendar years 2020–2022. The earning period covers the same years as Etteplan's strategy update published in March 2019. The plan is in line with Etteplan's strategy and supports the achievement of the company's financial targets.

The earning criteria are Etteplan Group's revenue increase and the development of Total Shareholder Return (TSR). The potential reward will be paid partly in the company's shares and partly in cash after the end of the earning period. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel.

Approximately 25 people belong to the plan, including the Management Group of Etteplan. The rewards to be paid on the basis of the plan will correspond to the value of an approximate maximum total of 390,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The shares to be paid out as potential rewards will be transferred from the shares held by the company or shares acquired from the market, and therefore the incentive plan will have no diluting effect on the share value.

Events after the review period

No material events have occurred in the Group after the balance sheet date that would affect the financial statements.

Operating risks and uncertainty factors

Etteplan's financial results are exposed to a number of strategic, operational and financial risks. The uncertainties caused by the general economic development continue to constitute risks for Etteplan's business. The possibility of changes in customers' business operations is a significant risk to Etteplan's operations. The company's operations are based on skilled staff. The availability of competent professionals is an important factor for ensuring profitable growth and operations. The increased difficulties in recruiting professional staff, particularly in certain expert disciplines, continues to present a business risk.

COVID-19 continues to have an impact on Etteplan's business, and the associated sickness-related absences have a negative impact on the company's development. The war started by Russia in Ukraine increases uncertainty in the markets, drives inflation and interest rates higher and has a negative impact on customers' operations and supply chains. Rising costs and interest rates have an impact on Etteplan's

business and financial position. The unstable geopolitical situation makes the future more difficult to predict.

Etteplan assesses business risks annually and actively monitors their development during the year. The focus of the assessment is particularly on monitoring changes in already identified risks, identifying new business risks and developing proactive risk management. The results of the assessment are presented in Etteplan's Corporate Governance Statement.

Market outlook 2023

The most important factor affecting Etteplan's business is the global development of the machinery and metal industry. The war started by Russia in Ukraine and the subsequent elevation in geopolitical tensions have increased uncertainty globally. Inflation reduces the willingness to invest and affects demand in certain industries. At the same time, investments related to the defense industry, energy efficiency and accelerating the green transition are growing. Uncertainty remains high and the demand situation is characterized by variation. The restrictions related to the COVID-19 in China have eased, but the sharp increase in the number of infections towards the end of the year continues to affect the market situation. Nevertheless, we expect the general demand situation to remain fairly good throughout 2023.

Financial guidance 2023

Etteplan issues guidance for revenue and operating profit (EBIT) as a numerical range and issues the following estimate:

  • Revenue in 2023 is estimated to be 360–390 (2022: 350.2) million, and
  • operating profit (EBIT) in 2023 is estimated to be EUR 28–33 (2022: 28.6) million.

The Board's proposal for distribution of 2022 profits

The parent company's distributable shareholders' equity according to the balance sheet on December 31, 2022, is EUR 59,076,673.28. The Board of Directors will propose to the Annual General Meeting, which will convene on April 5, 2023, that on the dividend payout date a dividend of EUR 0.36 per share be paid on the company's externally owned shares, for a total amount of EUR 9,072,285.48 at most, and that the remaining profit be transferred to retained earnings.

Annual General Meeting

Etteplan Oyj's Annual General Meeting will be held on Wednesday, April 5, 2023. The summons to the AGM is published as a separate release.

Corporate Governance statement

Etteplan publishes the Corporate Governance Statement for 2022 separately from the Board of Directors' review. The statement is available on the Company's website www.etteplan.com.

Statement of non-financial information

Etteplan publishes the Statement of non-financial information for 2022 separately from the Board of Directors' review. The statement is available on the Company's website www.etteplan.com.

Non-IFRS key figures

Etteplan presents non-IFRS key figures to supplement its consolidated financial statements which are prepared in accordance with IFRS. These key figures are designed to measure growth and provide insight into the company's underlying operational performance. This section describes the most important non-IFRS key figures used by the Group. Formulas for key figures (IFRS and Non-IFRS) are presented on page 48.

Operating profit (EBITA) and EBITA, %

Operating profit (EBITA) is presented, because it reflects the Group's operational performance better than Operating profit (EBIT). Operating profit (EBITA) does not include amortization of fair value adjustments at acquisitions. EBITA, % presents Operating profit (EBITA) as a per centage share of revenue. The table below shows a reconciliation between Operating profit (EBITA) and Operating profit (EBIT).

EUR 1,000 2022 2021
Operating profit (EBIT) 28,622 25,754
Amortization on fair value adjustments at acquisitions 5,293 4,385
Operating profit (EBITA) 33,915 30,139

Organic/un-organic growth and growth in comparable currencies

Organic (revenue) growth is presented in addition to total revenue growth, because it improves the comparability of revenue growth between periods by presenting the revenue growth without the effects of the last 12 months' acquisitions. Organic growth is calculated by comparing revenue between comparison periods excluding revenue from acquisitions that have taken place in the past 12 months. The revenue growth created by the last 12 months' acquisitions is presented as unorganic growth. Revenue growth in comparable currencies is presented, because it improves the comparability of revenue growth between periods by presenting the revenue growth with comparable exchange rates. For the calculation of growth in comparable currencies, revenue for the current period is calculated by using the comparable period's exchange rates. The figure is presented for Group revenue and organic growth.

The share of revenue represented by Managed Services

Etteplan measures the share of revenue represented by Managed Services (MSI Index). Managed Services are service solutions, such as projects and continuous services, where the customer pays for results instead of resources. The share of revenue represented by Managed Services is presented, because it describes Etteplan's strategy implementation and explains, in part, the changes in profitability.

Etteplan Oyj

Board of Directors

Consolidated financial statements

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR 1,000 Note Jan 1–Dec 31, 2022 Jan 1–Dec 31, 2021
Revenue 7 350,170 300,111
Other operating income 8 2,826 1,289
Materials and services 10 -40,395 -31,685
Employee benefits expenses 11 -227,823 -197,596
Other operating expenses 12 -36,140 -28,527
Depreciation and amortization 19, 20 -20,018 -17,839
Operating profit (EBIT) 28,622 8.2%
25,754
8.6%
Financial income 14 1,044 593
Financial expenses 15 -7,280 -1,480
Profit before taxes 22,386 24,867
Income taxes 17 -4,235 -4,823
Profit for the financial year 18,151 20,044
Other comprehensive income, that may be reclassified to profit or loss
Currency translation differences -4,229 -589
Other comprehensive income, that will not be reclassified to profit or loss
Change in fair value of equity investments at fair value through other comprehensive income -31 32
Remeasurement of defined benefit plan 1,359 0
Other comprehensive income for the year, net of tax 17 -2,900 -557
Total comprehensive income for the year 15,251 19,487
Profit for the financial year attributable to
Equity holders of the parent company 18,151 20,044
Total comprehensive income attributable to
Equity holders of the parent company 15,251 19,487
Earnings per share calculated from the profit attributable to equity holders of the parent company
Basic earnings per share, EUR 18 0.73 0.80
Diluted earnings per share, EUR 18 0.73 0.80

The notes are an integral part of the Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

EUR 1,000 Note Dec 31, 2022 Dec 31, 2021
ASSETS
Non-current assets
Goodwill 22 105,385 92,380
Other intangible assets 19 32,745 28,807
Tangible assets 20 24,808 24,759
Investments at fair value through other comprehensive income 21 2,414 418
Other non-current receivables 21 1,016 54
Deferred tax assets 30 622 731
Non-current assets, total 166,990 147,150
Current assets
Inventory 23 635 376
Work in progress 7 30,181 26,810
Trade and other receivables 24 62,405 47,988
Current tax assets 1,364 273
Cash and cash equivalents 19,564 30,356
Current assets, total 114,149 105,803
TOTAL ASSETS 281,138 252,953
EUR 1,000 Note Dec 31, 2022 Dec 31, 2021
EQUITY AND LIABILITIES
Equity
Share capital 25 5,000 5,000
Share premium account 25 6,701 6,701
Unrestricted equity fund 25 23,966 22,037
Own shares 25 -1,059 -1,245
Cumulative translation adjustment 25 -7,702 -3,473
Other reserves 25 103 133
Retained earnings 25 79,302 69,761
Equity, total 106,311 98,914
Non-current liabilities
Deferred tax liabilities 30 9,758 7,408
Loans from financial institutions 27 47,852 30,350
Lease liabilities 27 8,478 8,777
Defined benefit pension liability 11 4,897 0
Other non-current liabilities 28 33 827
Non-current liabilities, total 71,018 47,362
Current liabilities
Loans from financial institutions 27 21,139 25,453
Lease liabilities 27 13,114 13,894
Advances received 7 2,856 3,891
Trade and other payables 29 63,532 61,673
Current income tax liabilities 3,168 1,766
Current liabilities, total 103,809 106,677
Liabilities, total 174,828 154,039
TOTAL EQUITY AND LIABILITIES 281,138 252,953

The notes are an integral part of the Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

EUR 1,000 Note Jan 1–Dec 31,
2022
Jan 1–Dec 31,
2021
OPERATING CASH FLOW
Cash receipts from customers 341,201 287,564
Operating expenses paid -306,220 -253,056
Operating cash flow before financial items and taxes 34,981 34,508
Interests and other payments for financial expenses 15 -1,721 -1,289
Interest received 14 113 80
Income taxes paid 17 -5,277 -6,205
Operating cash flow (A) 28,095 27,093
INVESTING CASH FLOW
Purchase of tangible and intangible assets 19, 20 -1,711 -2,157
Acquisition of subsidiaries, net of cash acquired 5 -20,871 -14,255
Purchase of investments 21 -2,033 0
Proceeds from sale of tangible and intangible assets 52 17
Loans granted 21 -963 0
Proceeds from repayment of loans 0 73
Investing cash flow (B) -25,526 -16,321
Cash flow after investments (A+B) 2,570 10,772
EUR 1,000 Note Jan 1–Dec 31,
2022
Jan 1–Dec 31,
2021
FINANCING CASH FLOW
Proceeds from directed share issue 0 1,936
Purchase of own shares 0 -1,382
Proceeds from current loans 27 13,144 6,941
Repayments of current loans* 27 -32,534 -30,060
Proceeds from non-current loans 27 27,999 37,503
Repayments of non-current loans 27 -16 -6
Payment of lease liabilities 20 -12,657 -11,478
Dividend paid 25 -9,970 -8,461
Financing cash flow (C) -14,034 -5,007
Variation in cash (A+B+C) increase (+) / decrease (-) -11,464 5,765
Assets at the beginning of the financial period 30,356 24,407
Exchange gains or losses on cash and cash equivalents 672 184
Assets at the end of the financial period 19,564 30,356

* In the fiscal year of 2022, the item also includes a realized currency hedging loss of EUR 4.9 million.

The notes are an integral part of the Financial Statements.

The total cash outflow for leases is presented in note 20.

Non-monetary changes in interest bearing liabilities is presented in note 4.1.3.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share Cumulative
EUR 1,000 Share
capital
premium
account
Unrestricted
equity fund
Other
reserves
Own
shares
translation
adjustment
Retained
earnings
Total
Equity Jan 1, 2021 5,000 6,701 20,101 101 -124 -2,884 58,178 87,074
Comprehensive income for the year
Profit for the financial year 0 0 0 0 0 0 20,044 20,044
Other comprehensive income for the year
Change in fair value of equity investments at fair value through other comprehensive income 0 0 0 32 0 0 0 32
Cumulative translation adjustment 0 0 0 0 0 -589 0 -589
Other comprehensive income for the year, net of tax 0 0 0 32 0 -589 0 -557
Total comprehensive income for the year 0 0 0 32 0 -589 20,044 19,487
Transactions with owners
Dividends 0 0 0 0 0 0 -8,461 -8,461
Directed share issue 0 0 1,936 0 0 0 0 1,936
Purchase of own shares 0 0 0 0 -1,382 0 0 -1,382
Share-based incentive plan 0 0 0 0 260 0 0 260
Transactions with owners, total 0 0 1,936 0 -1,122 0 -8,461 -7,647
Equity Dec 31, 2021 5,000 6,701 22,037 133 -1,245 -3,473 69,761 98,914
Equity Jan 1, 2022 5,000 6,701 22,037 133 -1,245 -3,473 69,761 98,914
Comprehensive income for the year
Profit for the financial year 0 0 0 0 0 0 18,151 18,151
Other comprehensive income for the year
Change in fair value of equity investments at fair value through other comprehensive income 0 0 0 -30 0 0 -1 -31
Cumulative translation adjustment 0 0 0 0 0 -4,229 0 -4,229
Remeasurement of defined benefit plan 0 0 0 0 0 0 1,359 1,359
Other comprehensive income for the year, net of tax 0 0 0 -30 0 -4,229 1,358 -2,900
Total comprehensive income for the year 0 0 0 -30 0 -4,229 19,510 15,251
Transactions with owners
Dividends 0 0 0 0 0 0 -9,970 -9,970
Directed share issue 0 0 1,929 0 0 0 0 1,929
Share-based incentive plan 0 0 0 0 186 0 0 186
Transactions with owners, total 0 0 1,929 0 186 0 -9,970 -7,855
Equity Dec 31, 2022 5,000 6,701 23,966 103 -1,059 -7,702 79,301 106,311

The notes are an integral part of the Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 GENERAL INFORMATION

The Parent Company of Etteplan Group is Etteplan Oyj. Etteplan Oyj is a Finnish public limited company established under Finnish law. The Company is domiciled in Espoo, Finland and its registered office is located at Tekniikantie 4, 02150 Espoo, Finland. The company's principal place of business is also located at Tekniikantie 4, 02150 Espoo. Etteplan's shares are listed on Nasdaq Helsinki Ltd's Medium Cap market capitalization group in the Industrials sector under the ETTE ticker.

Etteplan provides solutions for software and embedded solutions, industrial equipment and plant engineering and technical documentation solutions to the world's leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers' products, services and engineering processes throughout the product life cycle. The results of Etteplan's innovative engineering can be seen in numerous industrial solutions and everyday products.

A copy of the Consolidated Financial Statements can be obtained from the Company's website www.etteplan.com or from the office of the Group's Parent Company at the address Askonkatu 9 E, 15100 Lahti, Finland.

The Etteplan Oyj Board of Directors approved these Financial Statements for publication at its meeting on February 16, 2023.

According to the Finnish Limited Liability Companies Act, the shareholders have the opportunity to approve or reject the Financial Statements at the Annual General Meeting held after the publication. Furthermore, the Annual General Meeting can decide on the modification of the Financial Statements.

2 A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out in this section. These policies have been consistently applied to all the years presented, unless stated otherwise.

2.1 Basis for preparation

The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They have been prepared in accordance with IAS and IFRS standards and SIC and IFRIC interpretations approved for implementation in EU directive N:o 1606/2002 at December 31, 2022. The notes to the Financial Statements are also prepared in accordance with the Finnish accounting and company regulation, which complements the IFRS requirements. The Consolidated Financial Statements have been prepared under the historical cost convention, except for certain financial assets and financial liabilities, which are recognized at fair value.

The preparation of the Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 3.

Figures in the Financial Statements are presented in thousands of euros and are therefore rounded.

2.1.1 Changes in accounting policy and disclosures

New and amended standards adopted by the Group

The new standards, amendments and interpretations effective for the financial year beginning January 1, 2022, did not have a significant effect on the Consolidated Financial Statements of the Group.

Forthcoming requirements

The new standards, amendments and interpretations issued, but effective later than for the financial year beginning January 1, 2023, are not expected to have a significant effect on the Consolidated Financial Statements of the Group.

2.2 Consolidation

Subsidiaries are all such entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. If the business combination is achieved in stages, the acquisition date fair value of the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. A contingent consideration classified as liability is revalued to fair value at the end of each financial year and the resulting profit or loss is recognized in the income statement. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of noncontrolling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.

Intercompany transactions, balances, income and expenses on transactions between the Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognized in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.3 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Management Group is identified as the chief operating decision-maker. The chief operating decision-maker assesses the financial performance and position of the Group, and makes strategic decisions. The financial information, which the chief operating decision-maker uses as a basis for decision making, does not differ substantially from the information presented in the Consolidated Statement of Comprehensive Income and Statement of Financial Position.

2.4 Foreign currency translation

Functional and presentation currency

Items included in the Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The functional currencies of the Group entities are the same as their home currencies. The Consolidated Financial Statements are presented in euro, which is the Group's presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions, or valuation, where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in other comprehensive income as a net investment hedge. Foreign exchange gains and losses that relate to loans and cash and cash equivalents are presented in the income statement within "Financial income" or "Financial expenses." All other foreign exchange gains and losses are presented in the income statement within "Other operating expenses."

Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions) and
  • all resulting exchange differences are recognized in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate. Exchange differences arising are recognized in equity.

2.5 Intangible assets

Intangible assets acquired in business combinations are recognized at fair value at the acquisition date. Other intangible assets are recorded in the balance sheet at historical cost considering accumulated amortizations. Assets with limited useful lives are amortized on a straight-line basis over their useful lives. The amortization periods of intangible assets are:

Software and other intangible rights 3 to 7 years
Internally created software 3 to 5 years
Customer base (acquisitions) 10 years
Non-competition agreements (acquisitions) 3 years
Other intangible assets 3 years

The residual value, useful life and amortization method of each asset is examined at the end of each financial year and adjusted, if necessary, to reflect changes in the expectations of the economic benefits to be gained from the asset.

Intangible assets are classified as follows:

Intangible rights mainly include software licenses owned by the Group.

Internally created intangible assets include activated development costs related to software products created by the Group. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the following criteria are met:

  • it is technically feasible to complete the software so that it will be available for use
  • management intends to complete the software and use or sell it
  • there is an ability to use or sell the software
  • it can be demonstrated how the software will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
  • the expenditure attributable to the software during its development can be reliably measured. Directly attributable costs, which are capitalized as part of the software product include the software development employee costs and such overhead costs that are directly attributable to the development. Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Computer software development costs recognized as assets are amortized over their useful lives. Significant, unfinished intangible assets are tested for impairment annually. Research costs are recognized as an expense as incurred.

Fair value adjustments in acquisitions include intangible assets acquired in business combinations, i.e. customer base and non-competition agreements.

Leased software is activated as described in note 2.14.

Goodwill corresponds to the part of the acquisition cost that exceeds the Group's share of the fair value, on the date of purchase, for the net asset value of the acquired subsidiary. Goodwill is measured at historical cost less impairment. Goodwill is not amortized, but is tested for impairment annually and whenever there is objective evidence of goodwill impairment. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units that are expected to benefit from the business combination in which the goodwill arose, taking into account the current organization structure and level of reporting.

2.6 Tangible assets

Tangible assets are stated at historical cost less accumulated depreciation and impairment loss. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of a replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they occur.

Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

Buildings 50 years
Leased office premises 1.5 to 7 years
Computers 3 years
Vehicles 4 to 5 years
Office furniture 5 to 10 years
Renovation of premises 5 to 7 years

Land areas are not depreciated.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 2.7). Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in other operating income or expenses in the income statement.

Tangible right-of-use assets consist of leased computers and cars as well as leased office premises activated as described in note 2.14.

2.7 Impairment of non-financial assets

The Group assesses at the end of each reporting period, whether there are indications of impairment of non-financial assets. Assets that have an indefinite useful life – for example, goodwill or intangible assets not ready to use – are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization, as well as assets with unlimited useful life, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognized through profit or loss for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to dispose and value-in-use. Value-in-use is defined as the discounted estimated future net cash flows generated by the asset or cash-generating unit. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows followed for internal management (cash-generating units).

The impairment loss recognized for non-financial assets other than goodwill is reversed, in case there has been a change in the estimates of recoverable amount. The impairment loss is only reversed to the amount of the book value of the asset before impairment. An impairment loss for goodwill is not reversed under any circumstances.

The essential assumptions for impairment tests are presented in note 22.

2.8 Financial instruments

Financial instruments and their fair values by measurement category are detailed in note 21.

Recognition

Regular purchases and sales of financial instruments are recognized on the trade-date – the date on which the Group commits to purchase or sell the instrument. At initial recognition, the Group measures a financial instrument at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial instrument. Transaction costs of financial instruments carried at FVPL are expensed in profit or loss.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the liability has ceased, that is, the obligation specified in the agreement is fulfilled or revoked or its validity has ended.

Classification

The Group classifies its financial instruments in the following subsequent measurement categories:

Categories of financial assets:

  • measured at amortized cost
  • measured at fair value through Other Comprehensive Income (FVOCI), and
  • measured at fair value through profit or loss (FVPL).

The classification of financial assets depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows. The classification changes only if the business model changes.

Categories of financial liabilities:

  • measured at amortized cost, and
  • measured at fair value through profit or loss (FVPL).

Subsequent measurement

Gains and losses for assets and liabilities measured at fair value will either be recorded in profit or loss or OCI.

The Group measures all its equity investments at FVOCI, because the Group's management has made an irrevocable election to present fair value gains and losses on equity investments in OCI. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of these investments. Only the dividends from these investments are recognized in profit or loss when the Group's right to receive payments is established.

Trade receivables are recognized initially at fair value and are subsequently measured at amortized cost, less provision for impairment. Trade receivables are classified as current assets if collection is expected in one year or less. Otherwise, they are classified as non-current assets. Expected credit losses are estimated as described in note 4.1.4. Trade receivables transferred to a financial institution in factoring arrangements are not included in the Consolidated Statement of Financial Position because the Group has transferred substantially all risks and rewards of ownership of the transferred trade receivables.

Cash and cash equivalents include cash in hand and deposits held at call with banks. Items included under cash and cash equivalents have maturities of three months or less from the date of acquisition. Cash and cash equivalents are derecognized when the Group's contractual right to receive cash flows has expired or essentially all of the risks and rewards incident to ownership have been transferred from the Group.

Trade payables and other payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. They are classified as current liabilities unless payment is not due within one year or less after the reporting period.

Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Impairment

.

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. See note 4.1.4 for further details.

2.9 Inventory

Inventory is stated at the lower of cost and net realizable value. Cost is determined using the FIFO method. Cost comprises direct materials, direct labor and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

2.10 Current and deferred income tax

The taxes in the consolidated income statement include the current tax for the Group companies, corrections to taxes from previous financial periods, and the change in deferred taxes. Current tax is calculated on taxable income according to the tax rate in force in each country concerned. In the case of items entered directly in shareholders' equity, the tax effect is recognized in equity.

Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability, in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. The most significant temporary differences arise from the depreciation and amortization of assets and the provisions of foreign subsidiaries. Deferred taxes are determined by using the tax base in force on the balance sheet date or the enacted tax base at the time of tax base transition.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. It is evaluated at the end of each financial period whether the conditions for recognizing a deferred tax asset are met.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.11 Employee benefits Pension obligations

Group companies operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. A defined benefit plan is a pension plan that is not a defined contribution plan. Defined benefit plans define an amount of pension benefit that an employee will receive on retirement, dependent on one or more factors, such as age, years of service and compensation. Under a defined benefit pension plan, the Group's obligation includes the actuarial and investment risks related to the plan in addition to the payments made under the plan. The pension expenses related to defined benefits are calculated using the Projected Unit Credit Method. Pension expenses are recognized as expenses by distributing them over the estimated period of service of the personnel concerned. The amount of the pension obligation is the present value of the estimated future pensions payable (Note 11).

In Sweden and the Netherlands, the Group has multi-employer defined benefit plans, of which there is not sufficient information available to use benefit accounting. These plans are accounted as defined contribution plans.

Bonus plans

The Group recognizes a liability and an expense for bonuses based on a formula that takes into consideration the profit attributable to the Company's shareholders after certain adjustments. The Group recognizes the expense and liability where contractually obliged or where there is a past practice that has created a constructive obligation.

Share-based incentive plans

Share-based incentive plans are treated as arrangements that are settled partly as shares and partly as cash. The part of a remuneration earned that the participants receive as Etteplan Oyj shares is treated as an arrangement that is settled as shares and recorded in shareholders' equity; the part of a remuneration earned that is paid in cash to pay off taxes and other levies is recorded in liabilities. The fair value of the employee services received in exchange for the grant of the shares is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the shares granted taking into account market performance conditions and non-vesting conditions. At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions and service conditions. The Group recognizes the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment in equity.

2.12 Revenue recognition

Etteplan's revenue streams consist mainly of the following three service areas:

Engineering Solutions refer to the innovation, engineering and calculations of the technical attributes of machinery or equipment for the purpose of product development and manufacturing. Assignments are typically product development projects for a new product, plant engineering projects or Engineering-to-Order projects, involving the customization of the product in accordance with end customer requirements and the market area's legislation.

Software and Embedded Solutions refer to product development services and technology solutions that allow the controlling of machines and equipment and enable their digital connectivity as part of the Internet of Things.

Technical Documentation Solutions refer to the documentation of a product's technical attributes, such as manuals and service instructions for the users of a product, as well as related content management and distribution in print or digital form.

Revenue includes revenue from contracts with customers adjusted for indirect taxes and discounts. Revenue is recognized following a five-step model, on the basis of which the timing and amount of revenue to be recognized is determined. The model involves identifying the contract with the customer and its

performance obligations, determining transaction prices, allocating transaction prices to performance obligations and recognizing revenue. Revenue is recognized when the customer obtains control of the promised service or product; either over time or at a point in time. The Group recognizes revenue in a way that represents the rendering of the promised services or goods to the customer, and to such an amount that represents the compensation the Group expects to be entitled to in exchange for the goods and services. Contracts with customers do not include a significant financial component.

Etteplan divides its services into the following categories according to the applied method of revenue recognition:

  • Design and consultancy projects, where either a fixed price or a target price limiting the amount of revenue that can be recognized for the project is set in the agreement with the customer. In this type of projects, revenue is recognized over time based on the per centage of completion method because the Group's performance creates an asset that has no alternative use for the Group and the Group has an enforceable right to payment for performance completed to date. The per centage of completion is measured as the costs of the project realized as a proportion to the total expected costs of the project because it is seen as the most accurate way of measuring the transfer of control to the customer. If the agreement includes separately identifiable performance obligations, revenue for each performance obligation is recognized separately. Dealing with separate performance obligations does not involve significant considerations. In the case of contracts whose outcome cannot be assessed reliably, project expenditure is expensed and revenue is recognized to an amount not exceeding the expenditure. The total loss on a contract that will probably result in a loss is expensed immediately. Incentives, additional work and changes related to the project are recognized in the revenue and costs of the project to the extent that can be estimated reliably, or that is agreed upon with the customer. The revenue for additional work and changes are recognized separately when they comprise a separate performance obligation and are priced according to stand-alone transaction prices.
  • Design and consultancy projects, where all costs incurred can be invoiced to the customer without other limitations than the agreed invoicing price. In this type of projects, revenue is recognized over time as the service is being performed. The performance obligation in the agreement with the

customer is most typically one working hour and it is considered to be fulfilled over time because the customer simultaneously receives and consumes the benefits provided by the service.

• Arrangements where the customer buys a license to software created by Etteplan and maintenance related to the license. Revenue for the license itself is recognized when the customer obtains access to the license. Revenue for maintenance related to the license is recognized over time as the service is rendered.

Transaction prices are based on customer agreements, where separate prices are set for separate performance obligations. Generally, the pricing of separate performance obligations equals their standalone transaction prices. Changes to customer agreements, as well as additional work agreed on, are mainly recognized as separate customer agreements. The Group has an enforceable right to payment for performance completed to date, in case the project is terminated, in essentially all of its projects.

Costs incurred from work performed and transferred to customer, but not yet invoiced, are activated as contract assets and included in the balance sheet line item "Work in progress." Contract assets are transferred to Trade payables upon invoicing, which is generally done on a monthly basis. Invoices are most typically payable within 30 days. Payments received from customers in advance of work being transferred are recorded as contract liabilities in the balance sheet line item "Advance payments." These amounts are recognized as revenue as the work is being transferred to the customer.

In applying IFRS 15, the Group uses the practical expedient permitted by the standard and does not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as at the end of the reporting period or the estimated timing of satisfaction, as the unsatisfied performance obligations are either part of contracts that have an original expected duration of one year or less or the Group has the right to invoice a customer at an amount that corresponds directly with its performance to date.

2.13 Interest and dividend income

Interest income is recognized using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest

income. Interest income on impaired receivables is recognized using the original effective interest rate. Dividend income is recognized when the shareholder gains the right to receive payment.

2.14 Lease agreements

The Group leases various premises, equipment, software and cars. Rental contracts are typically made for fixed periods of 3 to 10 years but may have extension options as described below.

At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.

Lease liabilities (note 27) include the net present value of the following lease payments:

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

The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The interest expenses related to leases are presented in note 15.

Right-of-use assets (notes 19 and 20) are measured at cost comprising the following:

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

After the commencement date the right-of-use asset is measured at amortized cost less impairment. It is adjusted with certain remeasurements of the lease liability. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. The right-of-use asset is tested for impairment, when necessary, and the possible impairment is recognized through profit or loss.

The Group uses the practical expedient included in the IFRS 16 standard and recognizes payments associated with leases of low-value assets on a straight-line basis as an expense in profit or loss. Low-value assets comprise IT equipment and items of office furniture (note 12).

Extension options are included in several of the Group's office premises rental agreements. These terms are used to maximize operational flexibility in terms of managing contracts. The Group's management uses judgment when determining the extent to which the extension options are used. The extension options are used in such a way that the lease term for lease agreements is at least 18 months also for lease agreements with a non-cancelable term of under 18 months, unless the lease agreement in question is canceled or a decision for a specific timing of cancellation has been made. For lease agreements in which the original non-cancelable term is 18 months or more, extension options are used up to 18 months when the remaining non-cancelable term is under 18 months. The management believes this gives the most accurate view of the Group's total lease liability. If the extension options were used up to 12 months instead of 18 months, the right-of-use assets and lease liability related to premises would decrease by approximately EUR 2.2 million. If the extension options were used up to 24 months, the corresponding effect in balance sheet items would be an increase of approximately EUR 2.6 million.

2.15 Non-recurring items

Non-recurring items are disclosed separately in the Financial Statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income and expense that are shown separately due to the significance of their nature or amount. Non-recurring items can include, among other things, costs and income related to business combinations as well as certain reorganization costs.

2.16 Government grants

Government grants that are intended to compensate costs are recognized as income over the same period as the related costs are recognized.

3 CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENT-BASED DECISIONS

When preparing the Consolidated Financial Statements, estimates and assessments must be made concerning the future. These may affect assets and liabilities at the time of balance sheet preparation, as well as income and expenses in the reporting period. Actual figures may differ from those used in the financial statements. The Group's management may have to make judgment-based decisions relating to the choice and application of accounting policies for the financial statements. This particularly concerns the cases when effective IFRS standards allow alternative valuation, recording and presenting manners.

Judgments and estimates made in the preparation of the financial statements are based on the management's best judgment on the closing date. They are based on previous experience and future expectations considered to be most likely on the closing date. These include, in particular, factors related to the Group's financial operating environment affecting sales and the cost level. The Group monitors the realization of these estimates and assumptions. The effects of any changes in estimates and assumptions are recognized in the period in which they have been detected.

The assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Fair value measurement in connection with acquisitions

In business combinations, tangible assets have been compared with the market prices of equivalent assets, and decline in the value of acquired assets due to various factors has been estimated. The fair value measurement of intangible assets is based on estimates of asset-related cash flows. The management believes that the estimates and assumptions are sufficiently precise for use as the basis for fair value measurement. Any indications of impairment of tangible and intangible assets are reviewed annually.

Impairment testing

The Group tests goodwill and intangible assets with unlimited useful lives for impairment annually. Indications of impairment are evaluated in the manner described in note 2.7. Recoverable amounts for cashgenerating units are based on value-in-use calculations. Estimates are required in making these calculations. Values recorded in the balance sheet at the end of the financial year were EUR 105,385 thousand (2021: EUR 92,380 thousand). Additional information on the sensitivity of the recoverable amounts to changes in assumptions used is disclosed in Note 22 Impairment testing.

Contingent considerations

The amount of a contingent consideration in a business combination is often dependent on the future economic development of the business acquired. The actual outcome may deviate from the assumptions made at initial recognition, which can lead to revaluation of the previously recognized contingent consideration.

Revenue recognition

Revenue recognized over time is based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. The per centage of completion is measured as the costs of the project realized as a proportion to the total expected costs of the project. Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change, and at each reporting date. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that trigger the revision become known by management.

4 MANAGEMENT OF FINANCIAL RISKS

This note explains the Group's exposure to financial risks and how these risks could affect the Group's future financial performance.

4.1 Financial risk factors

In its business operations, the Group is exposed to several types of financial risks: foreign-currency, interest, financing and liquidity, counterparty and credit risks. The objective of financial risk management is to protect the Group from unfavorable changes in the financial market and thus contribute as much as possible to guaranteeing the Group's profitability and equity, and to guarantee sufficient liquidity in a cost-efficient manner. Management of financial risks has been centralized with the Group's financial department, which is responsible for the identification and evaluation of, and protection against, the Group's financial risks. Furthermore, the financial department is responsible, in a centralized fashion, for the funding of the Group, and it provides the management with information about the financial situation of the Group and the business units.

4.1.1 Foreign-currency risk

Foreign currency risk related to different currencies comes about as a result of foreign currency-denominated commercial transactions and from translation of foreign-currency-denominated balance sheet items into the reporting currency.

Transaction risk

The majority of the Group's business operations are handled in the currency of the project country of the respective Group company. This means that both sales and costs are in the same currency. In the review period, the Group hedged a planned acquisition, which did not materialize, with a forward currency derivative. This resulted in a currency hedging loss for the review period, which is explained more in note 15 Financial expenses.

Translation risk

The Group is exposed to a translation risk caused by fluctuations in foreign currency exchange rates when it translates balance sheet items of subsidiaries based outside the euro area into its reporting currency. The main risk is with goodwill booked in Swedish Krona (SEK). The goodwill booked in SEK at the end of the financial year was EUR 30,088 thousand (2021: EUR 26,655 thousand).

A sensitivity analysis of the effect of reasonable potential changes in exchange rates on the Group's profit for the financial year, equity and goodwill at the balance sheet date is presented in the table below. In the analysis, the change in exchange rates has been estimated to be +/-10 per cent from the reporting date, and other factors are estimated to remain unchanged.

2022
EUR 1,000
Effect on profit for
the financial year
Effect on other
equity items
Effect on goodwill
EUR/SEK 10% increase -414 -1,110 -2,735
EUR/SEK 10% decrease 506 1,356 3,343
EUR/PLN 10% increase -131 -401 -371
EUR/PLN 10% decrease 160 490 453
EUR/CNY 10% increase -67 -346 -181
EUR/CNY 10% decrease 82 423 221
EUR/DKK 10% increase -75 -165 -284
EUR/DKK 10% decrease 91 202 347
2021
EUR 1,000
Effect on profit for
the financial year
Effect on other
equity items
Effect on goodwill
EUR/SEK 10% increase -224 -1,104 -2,423
EUR/SEK 10% decrease 274 1,350 2,962
EUR/PLN 10% increase -83 -275 -377
EUR/PLN 10% decrease 101 336 461
EUR/CNY 10% increase -155 -288 -185
EUR/CNY 10% decrease 189 352 226
EUR/DKK 10% increase -45 -127 -284
EUR/DKK 10% decrease 55 155 347

4.1.2 Interest risk

The Group is exposed to interest risk in two ways: because of changes in value for balance sheet items (i.e., price risk) and cash flow risk caused by changes in market interest rates.

On the balance sheet date, the total amount of interest-bearing debt excluding lease liabilities was EUR 68,991 thousand (2021: EUR 55,803 thousand) covered with contracts in which the interest range is between 0.55 and 3.21 per cent (2021: between 0.55 and 0.8 per cent). All of the Group's loans have variable interest rates.

The Group monitors the interest risk by calculating the effect of one per centage point change in interest rates on the Group's next twelve months' interest expenses. The sensitivity of the interest position to changes in interest rates is determined by calculating how much an equal one per centage point change in interest rates throughout the Group's interest rate range would change yearly interest expenses. Only interest-bearing loans from financial institutions are included in the calculation. Lease liabilities are not included in the calculation. At the balance sheet date, the Group's sensitivity to an increase in interest rates of one per centage point was approximately EUR 549 thousand (2021: EUR 330 thousand).

4.1.3 Financing and liquidity risk

The Group aims to guarantee solid liquidity in all market conditions through efficient cash management. Credit limits tied to cash pool arrangements are used for short-term financing. On the balance sheet date, the Group had EUR 14,238 thousand (2021: EUR 14,497 thousand) of available credit limits, of which

EUR 1,632 thousand (2021: none) were in use. Refinancing risk is attempted to be minimized by applying a balanced maturity schedule to the loan portfolio, ensuring sufficient maturity of loans, and using several banks as sources of financing. The level of financing is increased through additional loans when necessary.

The Group has financial covenants, which are tied to the equity ratio of the Group and to the debt/ EBITDA ratio of the Group, and these mainly apply to all the group loans. In case the Group's equity ratio at the time of the Financial Statement is below 25 per cent or the debt/EBITDA ratio is higher than 3.5, the financer has the right to demand immediate payment of all the Group's loans. According to the Consolidated Financial Statements in 2022, the terms of these covenants were not breached.

To balance the cash effect of the long payment terms typical to design business, the Group sells a part of its key customer receivables to a finance institution. There is no credit risk related to the sold receivables and these receivables are not included in the Consolidated Statement of Financial Position.

Maturity analysis of financial liabilities

2022
EUR 1,000
Less than
1 year
1–5 years
Borrowings 21,139 47,852
Lease liabilities 13,114 8,478
Interest payments 841 981
Liabilities from acquisitions 52 0
Trade and other payables 14,209 26
Total 49,354 57,337
2021
EUR 1,000
Less than
1 year
1–5 years
Borrowings 25,453 30,350
Lease liabilities 13,894 8,777
Interest payments 277 367
Liabilities from acquisitions 0 800
Trade and other payables 13,180 20
Total 52,804 40,314

Liabilities from acquisitions in December 31, 2022 consist of TekPartner earn out liability of EUR 33 thousand and DDCom additional purchase price of EUR 19 thousand.

Non-monetary changes in interest-bearing liabilities

EUR 1,000 2022 2021
Interest-bearing liabilities Jan 1 78,474 64,974
Financing cash flow 830 2,900
Non-monetary changes
Changes in lease agreements 10,344 8,893
Loans and lease liabilities assumed in business combinations 1,295 1,547
Translation differences and other changes -360 160
Non-monetary changes, total 11,279 10,599
Interest-bearing liabilities Dec 31 90,583 78,474

4.1.4 Counterparty and credit risk

Financing contracts have the associated risk of the counterparty being unable to fulfill its obligations under the contract. To minimize the counterparty risk financing contracts are concluded with leading Nordic banks that have a good credit rating.

Credit risk related to business operations arises out of a customer's inability to perform its contractual obligations. A considerable proportion of the Group's business operations focus on large, financially solid companies that operate internationally. Credit risk is also reduced by the customer companies being divided among several different sectors of operation. The Group aims to ensure that services are sold only to such customers that have an appropriate credit rating. Credit risk is controlled systematically, and overdue sales receivables are assessed on a weekly basis. The Company strives to control the effects of increased financial uncertainty by actively monitoring its receivables and by an efficient debt collection process. The maximum customer credit risk exposure at the end of the financial year is the book value of accounts receivable.

Expected credit loss allowance

To measure expected credit losses, the Group applies the IFRS 9 simplified approach, which uses a lifetime expected loss allowance for all trade receivables and contract assets ("Work in progress"), including amounts not due.

As described in the table below, trade receivables and contract assets are grouped based on shared credit risk characteristics and the days past due. The measurement of the expected credit losses includes

forward-looking information in the form of the estimated growth of the EU gross domestic product. In addition to the lifetime expected credit loss allowance, the Group's management estimates expected credit losses case by case according to management judgment. Generally, the Group recognizes a 50 per cent provision for impairment for receivables that are more than 60 days past due and a 100 per cent provision for receivables that are more than 90 days past due.

Past due
2022
EUR 1,000
Not due 1–30 d 31–60 d 61–90 d > 90 d Total
Expected loss rate 0.0% 0.1% 1.9% 5.2% 6.3%
Trade receivables 48,641 5,097 629 56 746 55,169
Work in progress 30,181 0 0 0 0 30,181
Lifetime expected credit loss allowance 7 5 12 3 47 74
Case-by-case credit loss allowance 320 320
Expected credit loss allowance 394
Past due
2021
EUR 1,000
Not due 1–30 d 31–60 d 61–90 d > 90 d Total
Expected loss rate 0.0% 0.0% 0.9% 4.6% 6.6%
Trade receivables 38,056 3,353 802 36 649 42,896
Work in progress 26,810 0 0 0 0 26,810
Lifetime expected credit loss allowance 20 1 7 2 43 73
Case-by-case credit loss allowance 286 286
Expected credit loss allowance 359

Movements of the allowance for impairment

EUR 1,000 2022 2021
Expected credit loss allowance Jan 1 -359 -364
Payments received 58 44
Expected credit loss allowance in acquirees 0 3
Expected credit loss allowance, decrease (+) / increase (-) -93 -43
Expected credit loss allowance Dec 31 -394 -359

Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the Group.

4.2 Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets.

Consistent with other companies in the industry, the Group monitors capital on the basis of the net gearing ratio. This ratio is calculated as net debt divided by equity. Net debt is calculated as total gross interest-bearing debt less cash and cash equivalents. To ensure sufficient flexibility, the goal is to keep the net gearing ratio within 30–100 per cent. The following table sets out the Group's net gearing ratio:

EUR 1,000 2022 2021
Gross interest-bearing debt 90,583 78,474
Less: Cash and cash equivalents -19,564 -30,356
Net debt 71,019 48,118
Total equity 106,311 98,914
Net gearing ratio 66.8% 48.6%

5 BUSINESS COMBINATIONS

Business combinations in financial year 2022

Cognitas GmbH (100%)

Etteplan acquired Cognitas GmbH, a German technical information lifecycle management company from Canon Deutschland GmbH on January 13, 2022. The acquisition strengthens Etteplan´s position in Germany and continues our strategic investments in Central Europe. Cognitas is a leading German consulting and services company with 200 professionals in consulting and technical information authoring and management.

The provisional goodwill of EUR 8,446 thousand arising from the acquisition is attributable to the technical know-how of the acquiree's personnel, and the expected synergies arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.

Syncore Technologies AB (100%)

Etteplan strengthened its position in Sweden and on February 2, 2022 acquired Syncore Technologies AB, a technology services company focusing on embedded systems. Founded in 2000, Syncore is specialized in advanced embedded systems projects such as design, hardware and software development, and product lifecycle services, especially for customers in the industrial systems, aerospace and defense industries. Syncore employs 46 embedded systems experts in Linköping, Sweden.

The provisional goodwill of EUR 5,880 thousand arising from the acquisition is attributable to the technical know-how of the acquiree's personnel, and the expected synergies arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.

LCA Consulting Oy (100%)

Etteplan strengthened its position as an expert in sustainable development and acquired LCA Consulting Oy, a provider of high-quality expert services, on April 29, 2022. Founded in 2013 as a spin-off at LUT University, LCA Consulting focuses on life cycle assessment of companies, products and production, carbon footprinting and expert training. LCA Consulting, based in Lappeenranta, Finland, employs 11 experts and its customer base consists especially of customers in industrial production and manufacturing, the construction industry and the public sector.

The provisional goodwill of EUR 521 thousand arising from the acquisition is attributable to the technical know-how of the acquiree's personnel, and the expected synergies arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.

DDCom B.V. (100%)

Etteplan continued to expand its operations in the Netherlands through the acquisition of DDCom B.V. (Van Dulmen CAD-Illustraties B.V.) on May 30, 2022. The acquisition strengthens Etteplan's capabilities in 3D content-based animation and visualization services related to technical documentation. The company is located in the Eindhoven area and employs about 15 specialists. DDCom B.V.'s customers operate in automotive, high tech, med tech and product manufacturing industries and include high-profile companies such as DAF Trucks, ASML, VDL, Philips & Shimano.

The provisional goodwill of EUR 723 thousand arising from the acquisition is attributable to the technical know-how of the acquiree's personnel, and the expected synergies arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.

Acquisitions in total

The following table summarizes the provisional values of acquisition considerations, assets acquired and liabilities assumed for the acquisitions in total.

Consideration transferred: EUR 1,000
Cash payment 24,357
Directed share issue 1,929
Contingent consideration 19
Total consideration transferred 26,305
Assets and liabilities
Tangible assets 1,609
Intangible assets 129
Customer relationships (intangible assets) 10,618
Non-competition agreements (intangible assets) 327
Trade and other receivables 14,333
Cash and cash equivalents 3,506
Total assets 30,521
Non-current pension liabilities 6,902
Other non-current liabilities 482
Current dividend liabilities 6,500
Other current liabilities 3,112
Deferred tax liability 2,791
Total liabilities 19,787
Total identifiable net assets 10,734
Formation of Goodwill:
Goodwill 15,571
Total identifiable net assets -10,734
Consideration transferred 26,305

Trade and other receivables comprise gross contractual amounts and equal fair value amounts of EUR 14,333 thousand.

The revenue included in the income statement contributed by the acquired companies was EUR 20,130 thousand and profit for the financial year was EUR 688 thousand. Had all the companies been consolidated from January 1, 2022, the income statement would show revenue of EUR 351,393 thousand and profit for the financial year of EUR 18,198 thousand.

Changes in contingent considerations in financial year 2022

A profit of EUR 767 thousand in total was recognized in the income statement from premeasurements of contingent considerations related to previous acquisitions.

Business combinations in financial year 2021

TekPartner A/S (100%)

Etteplan expanded its business in the Nordics and opened up a new country, Denmark, by acquiring TekPartner, an engineering and IT company specialized in electronics and software on January 7, 2021. TekPartner, founded 2009, covers the development of all core disciplines within embedded software, intelligent electronics, FPGA (field-programmable gate array) and IoT (Internet of things). In 2019, TekPartner´s revenue was approximately 8 million euros.

TekPartner delivers its services through a combination of its own team of 19 highly qualified engineering professionals and a vast network of international project partners and over 30 freelancers working in Denmark. TekPartner is located in Herlev and Odense in Denmark.

The acquisition consideration recognized at the time of the acquisition, paid in cash, was EUR 5,833 thousand in total. In addition to this payment a contingent consideration of EUR 0-1,900 thousand (undiscounted amount) is agreed upon. The contingent consideration will be paid in full provided that TekPartner A/S's result in the financial years 2021 and 2022 reaches the thresholds set in the share transfer agreement. The fair value of the contingent consideration is estimated by applying the income approach. At the time of the acquisition the fair value of the contingent consideration was EUR 800 thousand.

The goodwill of EUR 3,121 thousand arising from the acquisition is attributable to the technical knowhow of the acquiree's personnel, and the company's operating model. None of the goodwill recognized is expected to be deductible for income tax purposes.

Costs related to the acquisition, EUR 99 thousand, were included in other operating expenses in the consolidated statement of comprehensive income for the financial year 2020.

F.I.T. Fahrzeug Ingenieurtechnik GmbH (100%)

Etteplan strengthened its position in technical documentation in Germany through the acquisition of F.I.T. Fahrzeug Ingenieurtechnik GmbH on May 17, 2021. Founded in 1972, F.I.T. specializes in technical documentation solutions for governmental utility vehicles and the defense industry. It is located in Koblenz and employs about 15 technical documentation specialists.

The acquisition consideration recognized at the time of the acquisition, paid in cash, was EUR 560 thousand in total.

The goodwill of EUR 456 thousand arising from the acquisition is attributable to the technical knowhow of the acquiree's personnel, and the company's operating model. None of the goodwill recognized is expected to be deductible for income tax purposes.

Costs related to the acquisition, EUR 16 thousand, are included in other operating expenses in the consolidated statement of comprehensive income.

Skyrise.tech Sp. z.o.o. sp.k. (100%)

Etteplan acquired Skyrise.tech, a Polish software development company, on June 14, 2021. Through the acquisition, Etteplan will significantly strengthen its capability to deliver applications and cloud software solutions. Skyrise.tech, founded in 2008, is a fast-growing modern software development company working mostly with customers in logistics, mobility, healthcare and enterprise industries. In 2020, Skyrise.tech's revenue was some EUR 3.5 million. The acquired company has about 80 software specialists in Katowice and Gdansk in Poland.

The acquisition consideration recognized at the time of the acquisition, paid in cash, was EUR 7,105 thousand in total.

The provisional goodwill of EUR 4,226 thousand arising from the acquisition is attributable to the technical know-how of the acquiree's personnel, and the company's operating model. None of the goodwill recognized is expected to be deductible for income tax purposes.

Costs related to the acquisition, EUR 196 thousand, are included in other operating expenses in the consolidated statement of comprehensive income.

Adina Solutions Oy (100%)

Etteplan strengthened its know-how in technical documentation of software by acquiring Adina Solutions Oy from Finland on August 2, 2021. Adina Solutions Oy, founded in 2016 specializes in planning and implementation of technical documentation of software, content localization as well as consulting and training. Originating from Tampere, Finland, Adina Solutions Oy employs a total of 13 content producers and technical communications professionals. Its clientele consists of software companies and equipment manufacturers.

The acquisition consideration recognized at the time of the acquisition, paid in cash, was EUR 941 thousand in total.

The goodwill of EUR 457 thousand arising from the acquisition is attributable to the technical knowhow of the acquiree's personnel, and the company's operating model. None of the goodwill recognized is expected to be deductible for income tax purposes.

Costs related to the acquisition, EUR 20 thousand, are included in other operating expenses in the consolidated statement of comprehensive income.

BST Buck Systemtechnik GmbH (100%)

Etteplan acquired BST Buck Systemtechnik GmbH in Brunsbüttel in the Northern part of Germany on September 29, 2021. The company specializes in software development, process automatization and

hardware engineering and employs slightly more than 30 specialists. BST Buck Systemtechnik GmbH 's customers operate in the chemical, pharmaceutical, energy, and food and beverage industries.

The acquisition of BST Buck Systemtechnik GmbH complements our current operations in industrial automation and process engineering and creates a stronger and wider growth platform for us in the important engineering market in Germany.

The acquisition consideration recognized at the time of the acquisition, paid in cash, was EUR 990 thousand in total.

The goodwill of EUR 873 thousand arising from the acquisition is attributable to the technical knowhow of the acquiree's personnel, and the expected synergies arising from the acquisition. None of the goodwill recognized is expected to be deductible for income tax purposes.

Costs related to the acquisition, EUR 63 thousand, are included in other operating expenses in the consolidated statement of comprehensive income.

Acquisitions in total

The following table summarizes the values of acquisition considerations, assets acquired and liabilities assumed for the acquisitions in total.

Consideration transferred: EUR 1,000
Cash payment 15,428
Contingent consideration 800
Total consideration transferred 16,228
Assets and liabilities
Tangible assets 858
Intangible assets 7
Customer relationships (intangible assets) 7,466
Non-competition agreements (intangible assets) 355
Trade and other receivables 2,818
Cash and cash equivalents 1,249
Total assets 12,753
Non-current liabilities 917
Current liabilities 3,020
Deferred tax liability 1,720
Total liabilities 5,657
Total identifiable net assets 7,096
Formation of Goodwill:
Consideration transferred 16,228
Total identifiable net assets -7,096
Goodwill 9,132

Trade and other receivables comprise gross contractual amounts and equal fair value amounts of EUR 2,818 thousand.

The revenue included in the income statement contributed by the acquired companies was EUR 10,238 thousand and the profit for the financial year was EUR 1,450 thousand. Had all the companies been consolidated from January 1, 2021, the income statement would show revenue of EUR 302,873 thousand and profit for the financial year of EUR 19,581 thousand.

6 SEGMENT REPORTING

The Group has three reportable segments, the revenue of which consist mainly of the rendering of services.

Engineering Solutions refer to the innovation, engineering and calculations of the technical attributes of machinery or equipment for the purpose of product development and manufacturing. Assignments are typically product development projects for a new product, plant engineering projects or Engineering-to-Order projects, involving the customization of the product in accordance with end customer requirements and the market area's legislation.

Software and Embedded Solutions refer to product development services and technology solutions that allow the controlling of machines and equipment and enable their digital connectivity as part of the Internet of Things.

Technical Documentation Solutions refer to the documentation of a product's technical attributes, such as manuals and service instructions for the users of a product, as well as related content management and distribution in print or digital form.

Software
and
Technical
Documen-
Reportable
EUR 1,000 Engineering
Solutions
Embedded
Solutions
tation
Solutions
segments
total
Eliminations
and other
Total
2022
External revenue 183,693 95,934 69,808 349,436 734 350,170
Operating profit (EBITA) 19,388 9,193 6,060 34,641 -726 33,915
Personnel at end
of the period
2,092 815 886 3,793 158 3,951
EUR 1,000
2021
External revenue 167,433 80,123 51,650 299,206 905 300,111
Operating profit (EBITA) 16,555 8,316 5,879 30,750 -611 30,139
Personnel at end
of the period
2,062 771 669 3,502 127 3,629

Reconciliation of Operating profit (EBITA) and Profit before taxes

EUR 1,000 2022 2021
Operating profit (EBITA) 33,915 30,139
Amortization on fair value adjustments at acquisitions -5,293 -4,385
Operating profit (EBIT) 28,622 25,754
Financial income 1,044 593
Financial expenses -7,280 -1,480
Profit before taxes 22,386 24,867

Segments' non-current assets

Segments' non-current assets exclude financial instruments and deferred tax assets. Non-current assets are presented according to the location of the asset because the Group's chief operating decision-maker follows asset items at the country level.

EUR 1,000 2022 2021
Finland 61,329 63,609
Scandinavia 45,017 39,820
China 2,805 2,931
Central Europe 54,802 39,640
Total 163,953 146,001

Disaggregation of revenue by geographical area is presented in note 7.

7 REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue

The table below presents the disaggregation of revenue by geographical area and timing of revenue recognition. The external revenue of each geographical area is presented according to the location of the seller. The Group's operations in China sell their services both locally and through other Group companies, and therefore this revenue is partly included in the revenue from other areas. Revenue by service area is presented in note 6.

EUR 1,000 2022 2021
Primary geographical location
Finland 181,114 169,996
Scandinavia 88,346 70,153
Central Europe 68,242 47,747
China 12,468 12,216
Total 350,170 300,111
Timing of revenue recognition
Transferred at a point in time 2,288 2,241
Transferred over time 347,882 297,871
Total 350,170 300,111

Assets and liabilities related to contracts with customers

The Group recognized the following contract assets and liabilities related to contracts with customers. For details on impairment loss allowance, please see note 4.1.4. Trade receivables are specified in note 24.

EUR 1,000 2022 2021
Contract assets (Work in progress)
Work in progress Jan 1 26,810 17,764
Business combinations 785 6
Additions 304,791 262,259
Invoicing -301,957 -252,290
Netting work in progress and advances received -134 -785
Other changes -114 -144
Contract assets Dec 31 30,181 26,810
Contract liabilities (Advances received)
Advances received Jan 1 3,891 2,770
Additions 45,904 37,922
Revenue recognized that was included in the contract liability at the beginning of the
period
-46,831 -35,967
Netting work in progress and advances received -134 -785
Other changes 26 -50
Contract liabilities Dec 31 2,856 3,891

8 OTHER OPERATING INCOME

EUR 1,000 2022 2021
Premeasurement of contingent considerations in business combinations 767 0
Covid compensations received 249 132
Insurance compensations received 1 158
Other compensations received 564 60
Other operating income 1,244 938
Total 2,826 1,289

9 NON-RECURRING ITEMS

Items that are material either because of their size or their nature, and that are non-recurring are considered as non-recurring items. These items are presented within the line items to which they best relate, and are not deducted from other items in the income statement. The amount of non-recurring items and the line items in which they are included are specified in the table below as additional information. Non-recurring items relate to acquisitions and restructuring.

EUR 1,000 2022 2021
Other operating income 767 0
Employee benefits expenses and other operating expenses -1,807 -656
Operating profit (EBIT) -1,040 -656
Financial income and expenses -5,133 0
Profit for the financial year -6,173 -656

10 MATERIALS AND SERVICES

EUR 1,000 2022 2021
Materials 9,010 8,481
Services from others 31,384 23,204
Total 40,395 31,685

11 NUMBER OF PERSONNEL AND EMPLOYEE BENEFITS EXPENSES

2022 2021
Personnel
Personnel at year-end 3,951 3,629
Personnel, average 3,945 3,480
Personnel by category
Design personnel 3,732 3,436
Administrative personnel 219 193
Total 3,951 3,629
EUR 1,000 2022 2021
Employee benefits expenses
Wages and salaries 184,926 160,810
Pension costs - defined contribution plans 21,318 20,021
Pension costs - defined benefit plans 212 0
Other indirect employee benefits expenses 21,366 16,765
Total 227,823 197,596

Compensation of the Board of Directors and top management are disclosed in note 32 Related-party transactions.

Defined Employee Benefits

In Sweden and the Netherlands, a part of the pension arrangements are multi-employer defined benefit plans, which are secured through an insurance. The plans pool the assets contributed by various entities that are not under common control. The assets provide benefits to employees of more than one entity. Sufficient information for the calculation of obligations and asset by employer is not available from the insurers. Therefore, these plans are treated in accounting as defined contribution plans. Etteplan's share of the total premiums paid to the arrangement and the share of employees participating in the arrangements is less than 0.0 per cent. Total amount paid to the insurer in 2022 in Sweden was EUR 1,248 thousand (2021: EUR 1,191 thousand) and in

the Netherlands EUR 779 thousand (2021: EUR 594 thousand). The payment level is not expected to change materially in the next financial period compared to the period under review.

Cognitas GmbH, acquired in 2022, has a defined benefit pension plan. The expenses related to the plan are recognized as described in note 2.11. The payments to be made under the plan in the financial year 2023 are expected to be approximately EUR 0.3 million.

Net defined benefit liability

EUR 1,000 2022 2021
Present value of funded obligations 4,897 0
Fair value of plan assets 0 0
Deficit/surplus 0 0
Net liability (+) / net asset (-) 4,897 0

Change in defined benefit obligation and plan assets

EUR 1,000 Present
value of
funded
obligation
Total
Jan 1, 2022 0 0
Acquisition of Cognitas GmbH Jan 13, 2022 6,902 6,902
Current service cost 26 26
Interest cost or income 76 76
Actuarial gains (-) and losses (+) arising from changes in financial assumptions -1,701 -1,701
Experience profits (-) or losses (+) -168 -168
Contributions from plan participants 0 0
Benefits paid -238 -238
Dec 31, 2022 4,897 4,897

Significant actuarial assumptions Dec 31

EUR 1,000 2022 2021
Discount rate, % 3.7 0
Salary increases, % 2.0 0
Pension increases, % 2.0 0

The table below presents a sensitivity analysis of the most significant actuarial assumptions. The effect of change in each assumption is calculated expecting the other assumptions to remain unchanged. In reality, the changes in assumptions may correlate with each other.

Sensitivity of the defined benefit obligation to changes in the most significant assumptions

Change in assumption Effect on obligation
Decrease of discount rate by 0.5 per centage points increase of 5.74 per cent
Increase of discount rate by 0.5 per centage points decrease of 5.27 per cent
Increase in salaries by 0.5 per centage points n.a
Increase in benefits by 0.5 per centage points decrease of 4.21 per cent

12 OTHER OPERATING EXPENSES

EUR 1,000 2022 2021
Software and telecommunication expenses 10,952 9,430
Travel expenses 5,245 3,549
Premises expenses 1,314 1,891
Expenses related to leases of low-value assets 1,181 944
Voluntary personnel expenses 6,699 5,432
Change in credit loss allowance 86 36
Loss on disposals of fixed assets 0 1
Insurances 548 492
Costs related to acquisitions 297 296
Legal services 582 375
Other expenses 9,235 6,080
Total 36,140 28,527

13 AUDIT FEES

EUR 1,000 2022 2021
Auditing, KPMG-network 124 110
Auditor's statements based on laws and regulations, KPMG Oy Ab 7 0
Other services (tax services), KPMG Oy Ab 55 46
Other services (other services), KPMG-network 13 150
Total 199 306

14 FINANCIAL INCOME

EUR 1,000 2022 2021
Dividend income from investments 13 9
Interest income from loans and other receivables 100 70
Foreign exchange gain 931 513
Total 1,044 593

15 FINANCIAL EXPENSES

EUR 1,000 2022 2021
Interest on borrowings 1,150 622
Leasing interest expenses 407 267
Losses on foreign currency derivatives 4,878 0
Other foreign exchange loss 267 266
Other financial expenses 578 325
Total 7,280 1,480

In connection with the Semcon public offer, the Group took a currency hedge for hedging purposes to protect the possible purchase price from exchange rate fluctuations. The derivative was valued at its fair value before realization. However, the Semcon public offer was not fulfilled due to a competing purchase offer, and the currency hedge contract was already realized in the financial year, and thus at the time of the financial year end date, the Group has no derivative contracts in effect. Therefore, IFRS 9 standard on hedge accounting has not been applied.

16 TRANSLATION DIFFERENCES RECOGNIZED IN INCOME STATEMENT

EUR 1,000 2022 2021
Foreign exchange gain included in financial income 931 513
Foreign exchange loss included in financial expenses -5,146 -266
Total -4,215 246

17 INCOME TAXES

EUR 1,000 2022 2021
Tax on income from operations -4,978 -5,793
Tax corrections for previous accounting periods -1 -47
Change in deferred tax asset -69 232
Change in deferred tax liability 812 786
Total -4,235 -4,823

Reconciliation between income taxes in the income statement and the theoretical amount of tax that would arise using the Group's domestic tax rate (2022: 20.0%, 2021: 20.0%)

EUR 1,000 2022 2021
Accounting profit before tax 22,386 24,867
Income tax expense
Theoretical amount of tax that would arise using the Group's domestic tax rate -4,477 -4,973
Differences (net)
Effect of different tax rates in Group companies 616 40
Effect of change in tax rate on deferred taxes -9 38
Calculated tax based on non-deductible items on unit's tax rate -526 -190
Calculated tax based on non-taxable items on unit's tax rate 342 233
Tax corrections for previous accounting periods -1 -47
Use of previously unrecognized tax on confirmed losses 3 88
Use of recognized tax on confirmed losses -36 0
Unrecognized tax on loss for the period -326 -5
Other tax difference 179 -5
Income tax expense -4,235 -4,823

Tax charge (-) / credit (+) relating to components of other comprehensive income

EUR 1,000 Before tax Tax charge /
credit
After tax
2022
Change in fair value of equity investments at fair value through other
comprehensive income
-37 7 -30
Currency translation differences -4,229 0 -4,229
Deferred tax on remeasurement of defined benefit 1,942 -583 1,359
Other comprehensive income for the year, net of tax -2,324 -575 -2,899
2021
Change in fair value of equity investments at fair value through other
comprehensive income
40 -8 32

Currency translation differences -589 0 -589 Other comprehensive income for the year, net of tax -549 -8 -557

18 EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the profit for the financial year attributable to equity holders of the parent company by the weighted average number of externally owned shares during the financial year.

The shares to be paid out as rewards of the share-based incentive plan will be transferred from the shares held by the Company or shares acquired from the market, and therefore the incentive plan will have no diluting effect on the share value.

2022 2021
Profit attributable to equity holders of the parent company (EUR 1,000) 18,151 20,044
Issue-adjusted weighted average number of shares (1,000 pcs) Jan 1 24,904 24,862
Effect of own shares 0 -31
Effect of shares issued 128 73
Issue-adjusted weighted average number of shares (1,000 pcs) Dec 31 25,032 24,904
Basic earnings per share (EUR/share) 0.73 0.80
Diluted earnings per share (EUR/share) 0.73 0.80

19 INTANGIBLE ASSETS

Goodwill

Book value Dec 31 105,385 92,380
Acquisition of subsidiaries (note 5) 15,470 9,082
Translation difference -2,466 -387
Acquisition cost Jan 1 92,380 83,685
EUR 1,000 2022 2021

Other intangible assets

Intangi- Internally
created
intangible
Fair value
adjustments
in acquisi-
Leased Advance
EUR 1,000 ble rights assets tions* software payments Total
2022
Acquisition cost Jan 1 12,674 2,965 46,056 7,547 273 69,516
Translation difference -59 0 -572 -35 -1 -667
Acquisition of subsidiaries 154 0 10,890 0 0 11,044
Additions 206 9 0 186 9 411
Disposals 0 0 0 0 0 0
Reclassifications 200 86 0 0 -193 93
Acquisition cost Dec 31 13,175 3,060 56,374 7,698 89 80,396
Cumulative amortization Jan 1 -11,278 -2,690 -20,679 -6,060 0 -40,709
Translation difference 58 0 220 30 0 308
Acquisition of subsidiaries -24 0 0 0 0 -24
Disposals 0 0 0 0 0 0
Amortization for the financial
year -761 -178 -5,293 -996 0 -7,227
Cumulative amortization Dec 31 -12,004 -2,868 -25,753 -7,027 0 -47,652
Book value Dec 31 1,171 192 30,621 672 89 32,745
EUR 1,000 Intangi
ble rights
Internally
created
intangible
assets
Fair value
adjustments
in acquisi
tions*
Leased
software
Advance
payments
Total
2021
Acquisition cost Jan 1 12,114 2,945 38,362 6,661 129 60,211
Translation difference 141 0 -88 -9 0 44
Acquisition of subsidiaries 7 0 7,782 0 0 7,789
Additions 373 20 0 895 188 1,475
Disposals -50 0 0 0 0 -50
Reclassifications 90 0 0 0 -44 46
Acquisition cost Dec 31 12,674 2,965 46,056 7,547 273 69,516
Cumulative amortization Jan 1 -10,417 -2,504 -16,306 -4,974 0 -34,200
Translation difference -139 0 11 7 0 -121
Disposals 41 0 0 0 0 41
Amortization for the financial
year
-762 -187 -4,385 -1,094 0 -6,428
Cumulative amortization Dec 31 -11,278 -2,690 -20,679 -6,060 0 -40,709
Book value Dec 31 1,396 274 25,377 1,487 273 28,807

*Valuations of the fair value adjustments in acquisitions consist of acquired customer bases of EUR 30,182 thousand (EUR 24,889 thousand) and non-competition agreements of EUR 439 thousand (EUR 478 thousand).

20 TANGIBLE ASSETS

Right-of-use assets
EUR 1,000 Land and
water
Buildings Machinery
and equip
ment
Other
tangible
assets
Machin
ery and
equip
ment
Premises Total
2022
Acquisition cost Jan 1 19 495 15,860 1,597 22,061 37,832 77,864
Translation difference 0 0 -113 -1 -215 0 -330
Acquisition of subsidiaries 0 0 509 0 118 1,177 1,804
Additions 0 0 1,185 239 4,157 6,779 12,360
Disposals 0 0 -23 0 -109 -729 -861
Reclassifications 0 0 0 0 0 0 0
Acquisition cost Dec 31 19 495 17,418 1,834 26,011 45,059 90,837
Cumulative depreciation
Jan 1
0 -22 -13,111 -1,204 -17,408 -21,360 -53,105
Translation difference 0 0 62 1 161 0 225
Disposals 0 0 3 0 0 0 3
Depreciation for the
financial year
0 -3 -1,133 -289 -3,443 -8,160 -13,028
Cumulative depreciation
Dec 31
0 -25 -14,304 -1,491 -20,690 -29,519 -66,030
Book value Dec 31 19 471 3,114 343 5,321 15,539 24,808
Right-of-use assets
EUR 1,000 Land and
water
Buildings Machinery
and equip-
ment
Other
tangible
assets
Machin-
ery and
equip-
ment
Premises Total
2021
Acquisition cost Jan 1 19 495 14,386 1,261 18,623 32,554 67,339
Translation difference 0 0 94 5 -47 0 51
Acquisition of subsidiaries 0 0 7 86 23 754 870
Additions 0 0 1,331 245 3,840 5,951 11,366
Disposals 0 0 -1 0 -378 -1,427 -1,806
Reclassifications 0 0 44 0 0 0 44
Acquisition cost Dec 31 19 495 15,860 1,597 22,061 37,832 77,864
Cumulative depreciation
Jan 1
0 -11 -12,089 -1,110 -14,436 -13,995 -41,641
Translation difference 0 0 -85 -5 36 0 -55
Disposals 0 0 1 0 0 0 1
Depreciation for the
financial year
0 -11 -938 -88 -3,008 -7,365 -11,410
Cumulative depreciation
Dec 31
0 -22 -13,111 -1,204 -17,408 -21,360 -53,105
Book value Dec 31 19 473 2,749 394 4,652 16,472 24,759

Tangible and intangible right-of-use assets in total

EUR 1,000 2022 2021
Book value Jan 1 22,611 24,434
Translation difference -60 -13
Acquisition of subsidiaries 1,295 777
Additions 11,123 10,685
Disposals and reclassifications -838 -1,805
Depreciation for the financial year -12,599 -11,467
Book value Dec 31 21,532 22,611

The total cash outflow for leases in the financial year 2022 was EUR 13,986 thousand (2021: EUR 12,702 thousand). Additional information on right-of-use assets and lease liabilities in notes 2.1.1 and 2.14.

21 FINANCIAL INSTRUMENTS BY MEASUREMENT CATEGORY

Financial assets 2022
EUR 1,000
Note Amortized cost Fair value
through OCI
Book value
total
Quoted and unquoted shares 21 2,414 2,414
Trade and other receivables 21, 24 57,994 57,994
Cash and cash equivalents 19,564 19,564
Financial assets Dec 31 77,558 2,414 79,972
Financial liabilities 2022
EUR 1,000
Note Amortized cost Fair value
through profit
and loss
Book value
total
Loans from financial institutions 27 68,991 68,991
Lease liabilities 27 21,592 21,592
Liabilities from acquisitions 5,28 52 52
Trade and other payables 29 14,235 14,235
Financial liabilities Dec 31 104,818 52 104,870
Financial assets 2021
EUR 1,000
Note Amortized cost Fair value
through OCI
Book value
total
Quoted and unquoted shares 21 418 418
Trade and other receivables 24 43,542 43,542
Cash and cash equivalents 30,356 30,356
Financial assets Dec 31 73,898 418 74,316
Financial liabilities 2021 Fair value
through profit
Book value
EUR 1,000 Note Amortized cost and loss total
Loans from financial institutions 27 55,803 55,803
Lease liabilities 27 22,670 22,670
Liabilities from acquisitions 5, 28 800 800
Trade and other payables 29 13,200 13,200
Financial liabilities Dec 31 91,674 800 92,474

The fair values of financial instruments materially correspond to their book values.

Fair value hierarchy

The tables below analyze financial instruments carried at fair value, by valuation method. The different levels are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly as prices or indirectly, derived from prices.

Level 3: Unobservable inputs that are not based on observable market data.

Financial assets recognized at fair value through OCI

2022
EUR 1,000
Quoted shares
(Level 1)
Premises shares
(Level 2)
Unquoted shares
and loan receiva
bles (Level 3)
Total
Opening balance at Jan 1 275 120 24 418
Ekkono AB investment 0 0 2,034 2,034
Loan given to Ekkono AB 0 0 963 963
Gain/loss recognized in other
comprehensive income
-37 0 0 -37
Disposals 0 0 -1 -1
Closing balance Dec 31 237 120 3,019 3,376
2021
EUR 1,000
Quoted shares
(Level 1)
Premises shares
(Level 2)
Unquoted shares
and loan receiva
bles (Level 3)
Total
Opening balance at Jan 1 235 120 24 378
Gain/loss recognized in other
comprehensive income
40 0 0 40
Closing balance Dec 31 275 120 24 418

Financial assets recognized at fair value through OCI (level 3) consist of an investment in Ekkono Solutions AB in the financial year 2022, which is a Swedish start-up company developing machine learning and artificial intelligence technology. The investment supports Etteplan's strategy and goal of bringing modern technology into Etteplan's service solutions. The valuation method for shares and loan receivables is based on completed transactions or the present value of discounted cash flows.

Financial liabilities recognized at fair value through profit or loss

Contingent liability in acquisitions (Level 3)

EUR 1,000 2022 2021
Opening balance at Jan 1 800 132
Additions 0 1,209
Revaluation -767 -409
Payment 0 -132
Closing balance Dec 31 33 800

Additional information regarding contingent liabilities in acquisitions is provided in note 5 Business combinations.

22 IMPAIRMENT TESTING

Goodwill is allocated to cash-generating units (CGUs) for determination of impairment. In impairment testing, the recoverable amount is defined as value-in-use. Value-in-use is defined as the discounted estimated future net cash flows generated by the asset or cash-generating unit.

The Group's management has defined the CGUs to be the three service areas in which the Group's operations are organized.

The impairment test is done in the fourth quarter after budgets for the next year were done and it is based on goodwill as per September 30. Cash flows after tax are based on budget figures for year one and financials approved by management for the next five-year period. The management makes estimations on the market demand and market environment, which are checked against external information sources. When defining the cash flow, attention is paid to anticipated price and margin development as well as costs, net working capital and investment needs. The management determines these based on past performance and expectations for market development.

The discount rate applied to cash flow projections is determined based on the post-tax weighted average cost of capital (WACC) that depicts the overall costs of shareholders' equity and liabilities. The discount rate is based on the weighted average of 30-year government bond rates in the countries where the CGUs operate. The bond rates are adjusted for the general market risk and the business risk of the CGUs.

The recoverable amount is compared with the book value of the cash-generating unit. An impairment loss is booked as cost in the income statement if the recoverable amount is lower than the book value. No impairment loss has been booked during the financial year or the comparison year.

Goodwill Sep 30

MEUR 2022 2021
Engineering Solutions 55.3 55.8
Software and Embedded Solutions 35.8 30.8
Technical Documentation Solutions 15.4 6.4
Total 106.5 93.0

Key assumptions used for value-in-use calculations

2022 2021
Aggregate growth per centage year 2-5 1.0% 1.0%
Growth rate after 5 years 1.0% 1.0%
Discount rate before tax
Engineering Solutions 11.5% 9.5%
Software and Embedded Solutions 11.7% 9.1%
Technical Documentation Solutions 10.9% 8.9%
Discount rate after tax
Engineering Solutions 9.1% 7.6%
Software and Embedded Solutions 9.5% 7.4%
Technical Documentation Solutions 8.7% 7.1%

The recoverable amount exceeds the book value as follows:

MEUR 2022 2021
Engineering Solutions 122.6 141.1
Software and Embedded Solutions 63.5 94.3
Technical Documentation Solutions 57.3 60.0
Total 243.4 295.4

Sensitivity analysis

In connection with impairment testing, sensitivity analyses were performed using the following variables:

  • Zero growth in net sales
  • Decrease of profitability (EBIT) by 4 per centage points
  • Increase of discount rate by 4 per centage points

According to the management's understanding, realization of the variables used in the sensitivity analysis would not lead to impairment losses in cash-generating units.

23 INVENTORY

EUR 1,000 2022 2021
Inventory at the beginning of the financial year 376 336
Additions/Deductions 258 41
Total 635 376

24 TRADE AND OTHER RECEIVABLES

EUR 1,000 2022 2021
Trade receivables 55,169 42,896
Credit loss allowance -394 -359
Other receivables 2,203 951
Prepayments and accrued income 5,428 4,500
Total 62,405 47,988

Main items included in prepayments and accrued income

Accruals of employee benefits expenses 53 19
Prepaid rents 497 470
Other prepayments and accrued income on expenses 4,877 4,011
Total 5,428 4,500

Analysis of receivables by currency

Total 62,405 47,988
Other currencies 171 327
DKK 2,504 1,921
PLN 1,094 740
CNY 3,321 3,864
SEK 14,286 9,454
EUR 41,028 31,682

Shareholders' equity

Shareholders' equity consists of share capital, share premium account, unrestricted equity fund, own shares, cumulative translation adjustment, other reserves and retained earnings.

Share premium account contains the emission gain from the original stock listing as well as funds raised in bonus issues. Unrestricted equity fund includes funds raised in share issues and decided to be recorded in the Unrestricted equity fund. Translation differences contain translation differences arising from the conversion of financial statements of foreign units and the foreign subsidiary net investment hedge. The aggregate amount of the net investment hedge (EUR 149 thousand) related to the Swedish unit is recorded in the profit and loss statement upon disposal of the unit. Other reserves include the fair value reserve, which consists of fair value adjustments of investments at fair value through other comprehensive income, amounting to EUR 103 thousand (2021: EUR 133 thousand). The aggregate amount of fair value adjustments are recorded in Retained earnings upon disposal of the investments.

Shares and share capital

The fully paid and registered share capital of the Company at the end of the financial year was EUR 5,000,000 and the number of shares was 25,200,793 (2021: 25,083,308). No changes in share capital occurred during the financial year. The Company has one series of shares. Each share entitles its holder to one vote in the shareholders' meeting and gives an equal right to dividends.

Shares are listed on Nasdaq Helsinki Ltd under the ETTE ticker. The share has no nominal value and there is no maximum number of shares. All issued shares are fully paid.

The number of company-held shares at the end of the financial year was 159,046 (2021: 159,046).

The Board of Directors' authorization to acquire and dispose own shares and to increase the share capital through a rights issue is disclosed in the Board of Directors' review.

The Board of Directors has proposed to the Annual General Meeting a dividend of EUR 0.36 to be paid for the financial year 2022.

26 SHARE-BASED PAYMENTS

Key personnel incentive plan 2020–2022

The Board of Directors of Etteplan Oyj resolved on February 5, 2020 to establish a new share-based incentive plan for the Group key personnel. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company, to commit the key personnel to the Company, and to offer them a competitive reward plan based on holding the Company shares. The plan includes one earning period which includes the calendar years 2020–2022. The earning period covers the same years as Etteplan's strategy update published in December 2019. The plan is in line with Etteplan's strategy and supports the achievement of the Company's financial targets. The earnings criteria are the Group's revenue increase and the development of Total Shareholder Return (TSR). The potential reward will be paid partly in the Company's shares and partly in cash after the end of the earning period. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel. Approximately 25 people belong to the plan, including the Management Group of Etteplan. The rewards to be paid on the basis of the plan will correspond to the value of an approximate maximum total of 390,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The shares to be paid out as potential rewards will be transferred from the shares held by the Company or shares acquired from the market, and therefore the incentive plan will have no diluting effect on the share value.

The number of shares expected to be granted to the key personnel at the measurement date was 85,131 (104,049). The fair value of the services provided by the key personnel are determined indirectly from the fair value of the Company's share. The fair value at the measurement date was EUR 14.77 (17.29). Expected dividends or any other features of the shares are excluded from the calculation of fair value.

Employee benefits expenses include share-based payments related to the key personnel incentive plans:

EUR 1,000 2022 2021
To be settled in equity in future financial periods 1,005 819
To be settled in cash in future financial periods 1,379 1,315
Total 2,383 2,134

Loans from financial institutions

Analysis by currency

EUR 1,000 2022 2021
Non-current loans from financial institutions
EUR 47,852 30,350
Total 47,852 30,350

Current loans from financial institutions

Total 21,139 25,454
CNY 1,419 1,458
EUR 19,720 23,996

Lease liabilities

Non-current lease liabilities

Total 8,478 8,777
DKK 0 124
PLN 0 115
CNY 357 369
SEK 1,766 1,980
EUR 6,355 6,187

Current lease liabilities

EUR 10,836 11,208
SEK 1,984 1,809
CNY 293 286
PLN 0 500
DKK 0 91
Total 13,114 13,894

28 OTHER NON-CURRENT LIABILITIES

EUR 1,000 2022 2021
Liability from acquisitions 0 800
Other non-current liabilities 33 27
Total 33 827

29 TRADE AND OTHER PAYABLES

EUR 1,000 2022 2021
Trade payables 14,209 13,180
Accrued liabilities 33,713 33,353
Tax payables 15,532 15,174
Liability from acquisitions 52 0
Other payables 2 -55
Total 63,508 61,652
Main items included in accrued expenses and income
Interest liabilities 307 95
Accrued employee benefits expenses 30,132 29,984
Other accrued expenses and income 3,274 3,273
Total 33,713 33,353
Analysis by currency
EUR 46,266 46,219
SEK 12,942 11,692
CNY 1,913 1,863
PLN 1,344 1,050
DKK 954 773
Other 89 55
Total 63,508 61,652

Deferred taxes 2022

Deferred tax assets

EUR 1,000 Jan 1, 2022 Translation
difference
In income
statement
In equity Acquisitions Dec 31,
2022
Confirmed loss 134 0 -34 0 0 101
Leases 12 0 0 0 0 12
Share-based incentive plan 345 0 31 0 0 376
Other timing differences 240 0 -67 0 0 173
Total 731 0 -69 0 0 662

Deferred tax liabilities

EUR 1,000 Jan 1, 2022 Translation
difference
In income
statement
In equity Acquisitions Dec 31,
2022
Discretionary provisions 1,282 -121 325 0 169 1,656
Fair value adjustments in
acquisitions
5,596 -84 -1,199 0 2,622 6,935
Other timing differences 531 0 62 575 0 1,167
Total 7,409 -204 -812 575 2,791 9,758

Deferred taxes 2021

Deferred tax assets

EUR 1,000 Jan 1, 2021 Translation
difference
In income
statement
In equity Acquisitions Dec 31,
2021
Confirmed loss 32 0 103 0 0 134
Leases 12 0 0 0 0 12
Share-based incentive plan 211 0 133 0 0 345
Other timing differences 238 0 -4 0 6 240
Total 493 0 232 0 6 731

Deferred tax liabilities

EUR 1,000 Jan 1, 2021 Translation
difference
In income
statement
In equity Acquisitions Dec 31,
2021
Discretionary provisions 1,205 -25 103 0 0 1,282
Fair value adjustments in
acquisitions
4,876 1 -990 0 1,709 5,596
Other timing differences 422 0 101 8 0 531
Total 6,502 -25 -786 8 1,709 7,409

At the end of the financial year, the Group had gross losses carried forward of EUR 3,290 thousand (2021: EUR 1,400 thousand), for which a deferred tax asset has not been recognized. These losses are usable to offset future taxable gains a minimum of five years.

31 PLEDGES, MORTGAGES AND GUARANTEES

EUR 1,000 2022 2021
Business mortgages 320 320
Pledged shares 120 120
Other contingencies 363 418
Total 803 858

32 RELATED-PARTY TRANSACTIONS

The Group's related parties include such persons that have control, joint control or significant influence over the Group. Also, the Group's key management personnel are included in the related parties. Key management personnel refers to persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group. Spouses, wards and companies in control or joint control of the aforementioned persons are considered as other related parties. The ultimate controlling party, Ingman Group Oy Ab, and its group companies are also included in the related parties.

Related-party transactions are priced according to the Group's normal pricing basis and purchase conditions, which are equivalent to those that prevail in arm's length transactions.

Group companies Dec 31, 2022

Company Domicile Group's / Parent
company's holding
Emoyhtiö Etteplan Oyj Espoo, Finland
Cognitas GmbH Ottobrunn, Germany 100% / 100%
Etteplan Germany GmbH Leverkusen, Germany 100% / 100%
Etteplan Finland Oy Lahti, Finland 100% / 100%
Etteplan Poland sp.z.o.o. Wroclaw, Poland 100% / 0%
Etteplan Tech Poland S.A. Katowice, Poland 100% / 0%
Etteplan Sweden AB Västerås, Sweden 100% / 100%
Etteplan Technology Center Ltd. Kunshan, China 100% / 0%
Etteplan Consulting (Shanghai) Co., Ltd. Shanghai, China 100% / 100%
Etteplan B.V. Eindhoven,
the Netherlands
100% / 100%
Etteplan Netherlands B.V. Eindhoven,
the Netherlands
100% / 0%
Etteplan Deutschland GmbH Neukirchen-Vlyun,
Germany
100% / 0%
F.I.T. Fahrzeug Ingenieurtechnik GmbH Koblenz, Germany 100% / 0%
Etteplan USA Inc. Austin (TX), USA 100% / 0%
LCA Consulting Oy Lappeenranta, Finland 100% / 100%
Syncore technologies AB Linköping, Sweden 100% / 100%
Etteplan Engineering Solutions Netherlands B.V. Eindhoven,
the Netherlands
100% / 100%
MA3 solutions B.V. Eindhoven,
the Netherlands
100% / 0%
Etteplan Denmark A/S Herlev, Denmark 100% / 100%

The following Group companies have been merged in 2022:

Company Domicile Merged to
Etteplan Embedded Finland Oy Espoo, Finland Etteplan Finland Oy
Etteplan MORE Oy Tampere, Finland Etteplan Finland Oy
Adina Solutions Oy Tampere, Finland Etteplan Finland Oy
DDCom B.V. (Van Dulmen CAD-Illustraties B.V.) Eindhoven,
the Netherlands
Etteplan Netherlands B.V.
BST Buck Systemtechnik GmbH Brünsbüttel, Germany Etteplan Germany GmbH

The following transactions were carried out with related parties:

EUR 1,000 2022 2021
Sales and purchases of services and related receivables and payables
Sales of services to other related parties 30 94
Purchases of services from other related parties 36 36
Trade receivables from other related parties 0 0

Key management compensation

Key management of Etteplan Oyj includes the Board of Directors, CEO and Management Group.

Salaries, fees and fringe benefits paid to key management

EUR 1,000 2022 2021
Members of the Board
Robert Ingman, Chairman of the Board 83 85
Matti Huttunen 44 45
Päivi Lindqvist 45 44
Leena Saarinen 46 49
Mikko Tepponen 43 44
CEO and other members of the Management Group
Juha Näkki, salaries and fees paid 749 519
Juha Näkki, statutory pension costs 124 88
Other members of the Management Group, salaries and fees paid 2,324 1,913
Other members of the Management Group, statutory pension costs 434 382
Management compensation total 3,892 3,169

The Annual General Meeting annually resolves the remuneration for the members of the Board of Directors.

33 EVENTS AFTER THE BALANCE SHEET DATE

No material events have occurred in the Group after the balance sheet date that would affect the financial statements.

34 KEY FIGURES FOR FINANCIAL TRENDS

EUR 1,000 Jan 1–Dec 31,
2022
Jan 1–Dec 31,
2021
Jan 1–Dec 31,
2020
Revenue 350,170 300,111 259,702
Change in revenue, % 16.7 15.6 -1.4
Operating profit (EBITA) 33,915 30,139 26,172
% of revenue 9.7 10.0 10.1
Operating profit (EBIT) 28,622 25,754 22,380
% of revenue 8.2 8.6 8.6
Profit before taxes 22,386 24,867 21,080
% of revenue 6.4 8.3 8.1
Profit for the financial year 18,151 20,044 17,077
Return on equity, % 17.7 21.6 20.8
ROCE, % 15.9 16.0 16.0
Equity ratio, % 38.2 39.7 40.5
Gross investments 40,940 30,582 29,697
% of revenue 11.7 10.2 11.4
Net gearing, % 66.8 48.6 46.6
Personnel, average 3,945 3,480 3,320
Personnel at year end 3,951 3,629 3,267
Employee benefits expenses 227,823 197,596 177,301

35 KEY FIGURES FOR SHARES

Jan 1–Dec 31,
2022
Jan 1–Dec 31,
2021
Jan 1–Dec 31,
2020
Earnings per share, EUR 0.73 0.80 0.69
Equity per share, EUR 4.25 3.97 3.50
Dividend per share, EUR (Proposal by the Board of
Directors)
0.36 0.40 0.34
Dividend per earnings per share, % 49 50 49
Effective dividend return, % 2.5 2.4 2.6
P/E-ratio, EUR 20.0 21.1 18.8
Share price, EUR:
lowest
11.65 12.95 6.50
highest 18.75 19.45 13.30
average for the year 15.46 16.33 9.46
closing 14.60 16.90 12.95
Market capitalization, EUR 1,000 365,610 421,220 322,251
Number of shares traded, 1,000 pcs 518 1,540 1,564
Shares traded, % 2 6 6
Adjusted average number of externally owned shares
during the financial year, 1,000 pcs
25,032 24,904 24,862
Adjusted number of externally owned shares at year
end, 1,000 pcs
25,050 24,924 24,884

FORMULAS FOR THE KEY FIGURES

IFRS KEY FIGURES

(Profit for the financial year attributable to equity holders Return on equity (ROE), %
=
Profit for the financial year
X 100
Basic earnings per share
=
of the parent company)
Issue-adjusted average number of shares during
X 100 (Equity, total) average
the financial year Return on capital (Profit before taxes + Financial expenses)
Diluted earnings (Profit for the financial year attributable to equity holders
of the parent company adjusted with dilutive effect)
employed (ROCE), before
=
taxes, %
X 100
(Total equity and liabilities - non-interest bearing liabilities)
average
=
per share
Issue-adjusted average number of shares during the financial
year adjusted with dilutive effect
X 100 Equity ratio, %
=
Equity, total
X 100
Total equity and liabilities - Advances received
NON-IFRS KEY FIGURES Gross investments
=
Total investments made to non-current assets including acquisitions
Operating profit (EBITA)
=
Operating profit (EBIT) + amortization on fair value
adjustments in acquisitions
and capitalized development costs
(Interest-bearing liabilities - Cash and cash equivalents)
(Revenue current year - Revenue comparison year - Revenue Net gearing, %
=
X 100
Equity, total
Organic growth =
=
from acquirees current year)
Revenue comparison year
X 100 Equity per share
=
Equity, total
Revenue growth from
=
(Revenue from key accounts current year - Revenue from key
accounts comparison year)
Adjusted number of shares at the end of the year
Number of outstanding shares at the end of the year x last traded
key accounts Revenue from key accounts comparison year X 100 Market capitalization
=
share price of the year
The share of revenue Revenue from Managed Services Dividend for the financial year
represented by Managed
=
Services
Revenue X 100 Dividend per share
=
Adjusted number of shares during the financial year
Dividend as per centage Dividend per share
of earnings = Earnings per share X 100
Dividend per share
Effective dividend yield, % = Adjusted last traded share price X 100
Adjusted last traded share price
Price/earnings ratio (P/E) = Earnings per share
Share price trend = For each financial year, the adjusted low and high actual
traded prices are given as well as the average price for the
financial year adjusted for share issues.
Total turnover of shares in euros
Average price = Number of shares traded during the financial year
Trend in share turnover,
in volume and per
centage figures
= The trend in turnover of shares is given as the number of shares
traded during the financial year and as the per centage of traded
shares relative to issued stock during the year.

Parent Company's Financial Statements

PARENT COMPANY'S INCOME STATEMENT

Jan 1–Dec 31, 2022 Jan 1–Dec 31, 2021
EUR 1,000 Note FAS FAS
Revenue 1 17,992 16,265
Other operating income 2 145 15
Staff costs 3 -6,164 -6,299
Depreciation and amortization 10, 11 -452 -469
Other operating expenses 5 -13,558 -8,503
Operating profit/loss -2,036 1,009
Financial income and expenses 6, 7 -1,355 783
Profit/loss before appropriations and taxes -3,391 1,792
Appropriations 8 14,922 12,980
Income taxes 9 -2,158 -2,916
Profit for the financial year 9,373 11,856

PARENT COMPANY'S BALANCE SHEET

Dec 31, 2022 Dec 31, 2021
EUR 1,000 Note FAS FAS
ASSETS
Non-current assets
Intangible assets 10 913 1,209
Tangible assets 11 180 169
Shares in Group companies 12 156,917 140,104
Other investments 12 2,052 20
Non-current receivables 13 7,668 4,455
Non-current assets, total 167,730 145,956
Current assets
Current receivables 14 21,287 21,397
Cash and cash equivalents 15 11,242 23,718
Current assets, total 32,529 45,115
TOTAL ASSETS 200,259 191,071
EUR 1,000 Note Dec 31, 2022
FAS
Dec 31, 2021
FAS
EQUITY AND LIABILITIES
Equity
Share capital 16 5,000 5,000
Share premium account 16 6,701 6,701
Unrestricted equity fund 16 24,079 22,150
Own Shares 16 -2,064 -2,064
Retained earnings 16 27,688 25,802
Profit for the financial year 16 9,373 11,856
Equity, total 70,778 69,445
APPROPRIATIONS 17 359 282
Liabilities
Non-current liabilities 18 47,500 30,800
Current liabilities 19 81,622 90,544
Liabilities, total 129,122 121,344
TOTAL EQUITY AND LIABILITIES 200,259 191,071

PARENT COMPANY'S CASH FLOW STATEMENT

EUR 1,000 Jan 1–Dec 31, 2022
FAS
Jan 1–Dec 31, 2021
FAS
OPERATING CASH FLOW
Cash receipts from Group companies 18,156 16,614
Operating expenses paid -16,470 -14,374
Operating cash flow before financial items and taxes 1,686 2,240
Interest and payment paid for financial expenses -988 -451
Dividends and interest received 4,254 1,021
Income taxes paid -2,790 -3,529
Operating cash flow (A) 2,162 -717
INVESTING CASH FLOW
Purchase of tangible and intangible assets -168 -261
Acquisition of subsidiaries -22,951 -14,326
Sale of subsidiaries 4,117 0
Purchase of investments -2,033 0
Loans granted to Group companies -2,250 -2,620
Loans granted to others -963 0
Change of internal bank account receivables 2,777 3,897
Investing cash flow (B) -21,470 -13,310
EUR 1,000 Jan 1–Dec 31, 2022
FAS
Jan 1–Dec 31, 2021
FAS
FINANCING CASH FLOW
Proceeds from directed share issue 0 1,936
Purchase of own shares 0 -1,382
Issue of new current loans 12,588 6,653
Repayments of current loans* -31,834 -28,653
Change of internal bank account liabilities -5,362 2,163
Issue of new non-current loans 28,000 37,500
Dividend paid -9,970 -8,461
Group contribution 13,000 11,000
Financing cash flow (C) 6,423 20,756
Variation in cash (A+B+C) increase (+) / decrease (-) -12,886 6,729
Assets at the beginning of the period 23,718 16,989
Exchange gains or losses on cash and cash equivalents 410 0
Assets at the end of the period 11,242 23,718

*In the fiscal year of 2022, the item also includes a realized currency hedging loss of EUR 4.9 million.

NOTES TO THE FINANCIAL STATEMENTS OF THE PARENT COMPANY

PARENT COMPANY'S ACCOUNTING POLICIES

The financial statements of the parent company, Etteplan Oyj, are prepared in accordance with Finnish accounting and company legislation (FAS).

Etteplan Oyj's revenue consists of software and management fees from Group companies.

Activated development costs

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

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

Directly attributable costs, which are capitalized as part of the software product, include the software development employee costs and an appropriate portion of relevant overheads. Other development expenditures, that do not meet these criteria, are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Computer software development costs recognized as assets are amortized over their estimated useful lives.

Measurement of non-current assets

Non-current assets are capitalized in the balance sheet at historical cost less depreciation according to plan and possible impairment loss. Depreciation according to plan is based on the estimated useful life of the asset. Land areas are considered to have an unlimited useful life.

software 5 years
computers 3 years
office furniture 5 to 10 years
renovation of premises 5 years
goodwill 5 to 10 years
internally created software 3 to 5 years

Maintenance and repair costs are expensed. Major basic improvement investments are capitalized and depreciated over their useful life. Capital gains and losses arising on the retirement and sale of non-current assets are included either in other operating income or under other operating expenses.

Income taxes

Taxes in the income statement include taxes based on taxable earnings for the financial period as well as corrections to taxes for previous periods. Taxes based on taxable earnings are calculated using the tax rate in force at the time of the financial statement.

Pension agreements

Pension security for the employees of the parent company is arranged with external pension insurance companies. Pension expenses are recorded as expenses in the year in which they are incurred.

Lease agreements

Contractual lease payments are expensed over the lease period.

NOTES TO THE INCOME STATEMENT, PARENT COMPANY

EUR 1,000 2022 2021
Finland 17,992 16,265

Revenue consists of sofware and management fees from Etteplan Group companies.

2 OTHER OPERATING INCOME

EUR 1,000 2022 2021
Other operating income 145 15
Total 145 15

3 NUMBER OF PERSONNEL AND STAFF COSTS

2022 2021
Personnel
Personnel at year-end 69 64
Personnel, average 69 63
Personnel by category
Administration personnel 69 64
Total 69 64
EUR 1,000 2022 2021
Staff costs
Wages and salaries 5,231 5,435
Pension costs - defined contribution plans 790 737
Other indirect employee costs 143 127
Total 6,164 6,299

Employee benefits of the Board of Directors and top management are disclosed in point 32 "Related-party transactions" of the notes to the consolidated financial statements.

EUR 1,000 2022 2021
Auditing, KPMG Oy Ab 50 39
Auditor's statements based on laws and regulations, KPMG Oy Ab 7 5
Other services (tax services), KPMG Oy Ab 55 38
Other services (other services), KPMG Oy Ab 0 8
Total 112 89

5 OTHER OPERATING EXPENSES

EUR 1,000 2022 2021
Leasing and rents 1,897 1,885
IT costs 4,558 4,144
Services from Group companies 941 620
Loss on disposal of subsidiary shares 3,184 0
Other operating expenses 2,978 1,854
Total 13,558 8,503

During the fiscal year of 2022, the company has sold the shares of Etteplan Tech Poland s.a. to the subsidiary Etteplan Finland Oy. The sale of the shares resulted in a sales loss of EUR 3,184 thousand.

6 FINANCIAL INCOME

EUR 1,000 2022 2021
Intra-Group dividend income 4,205 1,000
Dividend and interest income from others 47 10
Interest and other financial income, Intra-Group 48 40
Foreign exchange gain 429 181
Total 4,730 1,230

7 FINANCIAL EXPENSES

EUR 1,000 2022 2021
Intra-Group interest expense 140 -2
Interest expense on borrowings from others 1,027 433
Foreign exchange loss 4,917 16
Total 6,084 447

The realized currency hedging loss related to the preparation of the Semcon deal, EUR 4.9 million, had a significant negative impact on financing items.

8 APPROPRIATIONS

EUR 1,000 2022 2021
Group contributions received 15,000 13,000
Increase (-) / decrease (+) in depreciation in excess of plan -78 -20
Total 14,922 12,980

NOTES TO THE BALANCE SHEET, PARENT COMPANY

10 INTANGIBLE ASSETS, PARENT COMPANY

2022
EUR 1,000
Intangible
rights
Other intan
gible assets
Advance
payments
Goodwill Total
Acquisition cost Jan 1 5,631 153 77 2,500 8,360
Additions 115 0 0 0 115
Reclassifications between items 77 0 -77 0 0
Acquisition cost Dec 31 5,822 153 0 2,500 8,475
Cumulative amortization Jan 1 -5,260 -153 0 -1,739 -7,151
Amortization for the financial year -198 0 0 -212 -410
Cumulative amortization Dec 31 -5,458 -153 0 -1,951 -7,562
Book value Dec 31 364 0 0 549 913

9 INCOME TAXES

EUR 1,000 2022 2021
Tax on income from operations 2,159 2,915
Tax corrections for previous accounting periods -1 1
Total 2,158 2,916
2021
EUR 1,000
Intangible
rights
Other intan
gible assets
Advance
payments
Goodwill Total
Acquisition cost Jan 1 5,514 153 0 2,500 8,167
Additions 116 0 77 0 193
Acquisition cost Dec 31 5,631 153 77 2,500 8,360
Cumulative amortization Jan 1 -5,033 -153 0 -1,527 -6,713
Amortization for the financial year -226 0 0 -212 -438
Cumulative amortization Dec 31 -5,260 -153 0 -1,739 -7,151
Book value Dec 31 371 0 77 761 1,209

11 TANGIBLE ASSETS, PARENT COMPANY

2022
EUR 1,000
Machinery and
equipment
Other tangible
assets
Total
Acquisition cost Jan 1 1,350 64 1,414
Additions 53 1 53
Acquisition cost Dec 31 1,403 65 1,468
Cumulative depreciation Jan 1 -1,190 -56 -1,246
Depreciation for the financial year -39 -2 -41
Cumulative depreciation Dec 31 -1,229 -58 -1,287
Book value Dec 31 174 7 180
2021
EUR 1,000
Machinery and
equipment
Other tangible
assets
Total
Acquisition cost Jan 1 1,288 59 1,347
Additions 62 6 68
Acquisition cost Dec 31 1,350 64 1,414
Cumulative depreciation Jan 1 -1,160 -55 -1,215
Depreciation for the financial year -30 -1 -31
Cumulative depreciation Dec 31 -1,190 -56 -1,246
Book value Dec 31 160 8 169
2022
EUR 1,000
Shares in Group
companies
Other
investments
Total
Acquisition cost Jan 1 140,104 20 140,124
Increases 24,881 2,033 26,913
Decreases -8,068 0 -8,068
Acquisition cost Dec 31 156,917 2,052 158,969
Book value Dec 31 156,917 2,052 158,969
2021
EUR 1,000
Shares in Group
companies
Other
investments
Total
Acquisition cost Jan 1 125,110 20 125,129
Increases 14,994 0 14,994
Acquisition cost Dec 31 140,104 20 140,124
Book value Dec 31 140,104 20 140,124

The parent company's direct holdings in Group companies are listed in point 32 "Related-party transactions" of the notes to the consolidated financial statements.

13 NON-CURRENT RECEIVABLES

EUR 1,000 2022 2021
Non-current receivables
Loan receivables from Group companies 6,705 4,455
Loan receivables from Others 963 0
Non-current receivables, total 7,668 4,455

14 CURRENT RECEIVABLES

EUR 1,000 2022 2021
Current receivables from Group companies
Trade receivables 2,192 2,117
Internal bank account receivables 0 2,777
Group contribution receivables 15,000 13,000
Other receivables 1,493 1,556
Current receivables from others
Current prepayments and accrued income 1,845 1,822
Tax receivables 756 124
Other short-term receivables 0 0
Current receivables, total 21,287 21,397
Main items included in prepayments and accrued income
Prepayments of IT costs 1,700 1,531
Other prepayments and accrued income on expenses 145 291
Total 1,845 1,822
EUR 1,000 2022 2021
Restricted equity
Share capital Jan 1 5,000 5,000
Share capital Dec 31 5,000 5,000
Share premium account Jan 1 6,701 6,701
Share premium account Dec 31 6,701 6,701
Restricted equity, total 11,701 11,701
Unrestricted equity
Unrestricted equity fund Jan 1 22,150 20,215
Share issue 1,929 1,936
Unrestricted equity fund Dec 31 24,079 22,150
Treasury shares Jan 1 -2,064 -682
Additions 0 -1,382
Treasury shares Dec 31 -2,064 -2,064
Retained earnings Jan 1 37,658 34,262
Dividends paid -9,970 -8,461
Share-based incentive plan 0 0
Retained earnings Dec 31 27,688 25,802
Profit for the financial year 9,373 11,856
Unrestricted equity total 59,077 57,744
Shareholders' equity, total 70,778 69,445

15 CASH AND CASH EQUIVALENTS

EUR 1,000 2022 2021
Bank accounts and cash 11,242 23,718
Total 11,242 23,718

Cash and cash equivalents in the balance sheet correspond with the financial assets in the cash flow statement.

EUR 1,000 2022 2021
Distributable funds Dec 31
Retained earnings 27,688 25,802
Treasury shares -2,064 -2,064
Unrestricted equity fund 24,079 22,150
Profit for the financial year 9,373 11,856
Distributable funds Dec 31 59,077 57,744
Number of shares Jan 1 (1,000 pcs) 25,201 25,083
Number of shares Dec 31 (1,000 pcs) 25,201 25,083

Additional information regarding the shares is presented in point 25 "Shares and share capital" of the notes to the consolidated financial statements.

17 ACCUMULATED APPROPRIATIONS

EUR 1,000 2022 2021
Depreciation in excess of plan 359 282
Total 359 282

18 NON-CURRENT LIABILITIES

EUR 1,000 2022 2021
Loans from financial institutions 47,500 30,000
Accrued liabilities on acquisitions 0 800
Total 47,500 30,800

19 CURRENT LIABILITIES

EUR 1,000 2022 2021
Current liabilities to Group companies
Trade payables 112 96
Other payables 0 0
Internal bank account liabilities 55,340 60,701
Current liabilities to others
Trade payables 1,693 1,760
Other liabilities 375 366
Accrued expenses 4,436 4,121
Income tax liability 0 0
Accrued liability on acquisitions 33 0
Loans from financial institutions 19,633 23,500
Current liabilities total 81,622 90,544
Main items included in accrued expenses
Interest liabilities 240 55
Accrued employee expenses 3,629 3,657
Other accrued expenses 568 408
Total 4,436 4,121

20 PLEDGES, MORTGAGES AND GUARANTEES

EUR 1,000 2022 2021
Guarantees given
Other contingencies 320 320
Guarantees for Group companies 186 155
Finance Lease liabilities
For payment in next financial year 2,501 2,995
For payment later 2,285 2,680
Operating Lease liabilities
For payment in next financial year 597 556
For payment later 173 707
Credit limits
Total credit limit available 6,616 8,439
Pledges, mortgages and guarantees total 12,676 15,853

Etteplan Oyj has given a Parent Company guarantee totaling EUR 141 thousand for loans, of which EUR 0 is in use, for Etteplan Poland sp.z.o.o.

Shares and shareholders

Share capital and shares

On December 31, 2022, Etteplan Oyj's share capital, entered in the Trade Register and paid in full, was EUR 5,000,000 and the number of shares was 25,200,793. The Company has one series of shares. Each share confers the right to one vote at the General Meeting and the same right to a dividend.

Share quote

Etteplan's shares are listed on Nasdaq Helsinki Ltd's Mid Cap market capitalization Group in the Industrials sector under the ETTE ticker (FI0009008650).

Share price trend and turnover

The number of Etteplan Oyj shares traded in 2022 was 517,686 (2021: 1,539,757), for a total value of EUR 8.0 (25.15) million. The share price low was EUR 11.65, the high EUR 18.75, the average EUR 15.46 and the closing price EUR 14.60. Market capitalization on December 31, 2022 was EUR 365.61 (421.22) million.

Etteplan Oyj and Lago Kapital Ltd have a market making agreement in compliance with the Liquidity Providing (LP) requirements issued by Nasdaq Helsinki Ltd. The liquidity providing in accordance with the agreement commenced on February 17, 2020. According to the agreement, Lago Kapital Ltd will provide Etteplan's share with bids and offers so that the maximum spread is 4 per cent, calculated from the bid quotation. Both the bid and offer side shall include a number of shares corresponding to the value of at least EUR 3,000. Lago Kapital Ltd undertakes to submit bids and offers for the share of Etteplan Oyj on the trading system maintained by Nasdaq Helsinki Ltd on each trading day for at least 85 per cent of the time of continuous trading. The market making agreement aims at increasing the share's liquidity and decreasing the share price volatility, thus facilitating trading for private investors in particular.

Shareholders

At the end of 2022, the Company had 3,696 (3,604) registered shareholders. In total, 1,080,018 shares, or 4.29 (2.22) per cent of all shares, were nominee-registered.

Flaggings

Etteplan Oyj received no flagging notices in 2022.

Treasury shares

Etteplan did not purchase any of its own shares in 2022. The Company held 159,046 of its own shares on December 31, 2022 (December 31, 2021: 159,046), which corresponded to 0.63 per cent of all shares and voting rights. The Company does not currently have a share repurchase program in effect.

Board authorizations

The Annual General Meeting held on April 6, 2022, decided to authorize the Board of Directors to resolve on the repurchase of the Company's own shares in one or more tranches using the Company's unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the company's own shares.

The authorization includes the right for the Board to resolve on the repurchase of the Company's own shares through a tender offer made to all shareholders on equal terms and conditions and at the price determined by the Board, or in public trading organized by Nasdaq Helsinki Ltd at the market price valid at any given time, so that the company's total holding of own shares does not exceed ten (10) per cent of all the shares in the company. The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the company in public trading and, correspondingly, the maximum price is

the highest market price quoted for the shares in the company in public trading during the validity of the authorization.

Should the shares in the company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders' current holdings. In that case, there must be a weighty financial reason for the company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may also be used for carrying out the company's incentive schemes for its personnel. The repurchased shares may be retained by the company, invalidated or transferred further. The repurchase of the company's own shares will reduce the non-restricted equity of the company.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 6, 2022, and ending on October 5, 2023.

The Annual General Meeting 2021 decided to authorize the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through the issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The authorization includes the right to decide to issue either new shares or shares held by the Company.

The authorization includes the right to deviate from the existing shareholders' pre-emptive subscription right, as set forth in Chapter 9, Article 3 of the Companies Act. Therefore, the Board of Directors has the right to direct the share issue, or the issuance of the option rights or other special rights conferring entitlement to shares. The authorization also includes the right to decide on all the terms of the share issue, option rights or other special rights conferring entitlement to shares. The authorization therefore includes the right to determine share subscription prices, persons entitled to subscribe the shares and other terms and conditions applicable to the subscription. In order to deviate from the shareholders' pre-emptive subscription right, the company must have a weighty financial reason, such as the financing of a company acquisition, another arrangement in connection with the development of the company's business or equity or an incentive scheme to the personnel. In connection with the share issuance, the Board of Directors is entitled to decide that the shares may be subscribed against contribution in kind or otherwise under special terms and conditions. The authorization includes the right to determine whether the subscription price will be entered into the share capital or into the unrestricted equity fund.

The authorization is valid for two (2) years from the date of the resolution of the Annual General Meeting, starting on April 8, 2021 and ending on April 7, 2023.

Directed share issue to the owners of Syncore Technologies AB in 2022

On February 2, 2022, Etteplan issued a stock exchange release announcing the acquisition of Syncore Technologies AB. As part of the financing of the transaction, Etteplan Oyj's Board of Directors, at its meeting held on February 1, 2022, made a conditional decision on a share issue based on the share issue authorization given to the Board of Directors by the Annual General Meeting on April 8, 2021. In accordance with the terms of the transaction, the purchase price was paid through a share issue to the sellers and cash. The contract of sale, which was a condition of the decision, was signed on February 2, 2022, and at the same time, the sellers subscribed for 117,485 new Etteplan shares as a part payment for the purchase amount. The subscription price per share paid for the shares was EUR 16.42.

The new shares carry the right to dividends starting from the financial year 2022. The new shares subscribed for in the directed share issue were registered in the Trade Register on April 19, 2022, and in the book-entry system maintained by Euroclear Finland Oy on April 29, 2022. The shares were listed for trading on Nasdaq Helsinki on May 3, 2022. However, trading in the new shares will only be possible after three years, when the transfer restriction agreed upon in connection with the transaction has expired.

Option rights

The Company does not currently have a share option program.

Etteplan Oyj's incentive plan for key personnel 2020–2022

On February 5, 2020, Etteplan's Board of Directors resolved to establish a new share-based incentive plan for the Group's key personnel. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, to commit the key personnel to the company, and to offer them a competitive reward plan based on holding the company shares.

The plan includes one earning period which comprises the calendar years 2020–2022. The earning period covers the same years as Etteplan's strategy update published in March 2019. The plan is in line with Etteplan's strategy and supports the achievement of the company's financial targets.

The earning criteria are Etteplan Group's revenue increase and the development of Total Shareholder Return (TSR). The potential reward will be paid partly in the company's shares and partly in cash after the end of the earning period. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel.

Approximately 25 people belong to the plan, including the Management Group of Etteplan. The rewards to be paid on the basis of the plan will correspond to the value of an approximate maximum total of 390,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The shares to be paid out as potential rewards will be transferred from the shares held by the Company or shares acquired from the market, and therefore the incentive plan will have no diluting effect on the share value.

Major shareholders, December 31, 2022

Name Number of shares Proportion of shares
and votes, %
Ingman Group Oy Ab 16,661,384 66.11
Oy Fincorp Ab 2,529,058 10.04
Varma Mutual Pension Insurance Company 985,593 3.91
Tuori Klaus Tapani 309,134 1.23
Tuori Aino Mirjami 308,275 1.22
Ilmarinen Mutual Pension Insurance Company 288,311 1.14
Elo Mutual Pension Insurance Company 209,662 0.83
VAS Invest Oy 194,035 0.77
Taaleritehdas Mikro Markka Fund 164,048 0.65
Etteplan Oyj 159,046 0.63
OP-Finland Small Firms Fund 111,436 0.44
Näkki Juha Antti Ilmari 110,848 0.44
Mäkelä Esa Tapio 58,818 0.23
Ingman Robert Carl 55,000 0.22
Kylänpää Osmo Olavi 53,200 0.21
Säästöpankki Small Cap Mutual Fund 49,241 0.20
Kurra Jorma 41,841 0.17
Burmeister Dorrit Elisabeth 32,313 0.13
Hemholmen Oy Ab 31,200 0.12
Kempe Anna Carita 30,000 0.12
Other shareholders 1,738,332 6.90
Nominee-registrated shares 1,080,018 4.29
Total 25,200,793 100.00

Breakdown of shareholdings by size class, December 31, 2022

Number of shares, pcs Number of
shareholders
Proportion of
shareholders, %
Number of shares Proportion of
shares and votes,
%
1-100 1,845 49.92 67,502 0.27
101-1,000 1,495 40.45 560,008 2.22
1,001-10,000 313 8.47 856,550 3.40
10,001-100,000 30 0.81 779,145 3.09
100,001-1,000,000 11 0.30 3,747,146 14.87
> 1,000,000 2 0.05 19,190,442 76.15
Total 3,696 100 25,200,793 100

Breakdown of shareholdings by owner Group, December 31, 2022

Name of the sector Number of
shareholders
Number of shares Proportion of
shares and votes,
%
National economy total (domestic sector)
Companies 119 17,223,080 68.34
Financial and insurance institutions 18 2,894,284 11.48
Public sector entities 5 1,487,279 5.90
Households 3,520 2,473,567 9.82
Non-profit institutions 12 19,375 0.08
Foreigners 22 23,190 0.09
Nominee-registered shares 1,080,018 4.29
Total 3,696 25,200,793 100

Board of Directors' dividend proposal

On December 31, 2022, the parent company's distributable shareholders' equity amounted to EUR 59.1 million, of which the net profit for the financial year was EUR 9.4 million.

The Board of Directors proposes that, from the distributable funds at the disposal of the Annual General Meeting, a dividend of EUR 0.36 per share be paid on the Company's externally owned shares, for a maximum amount of EUR 9.1 million. The dividend will not be paid out to shares that are company-held on the record date of the dividend payout, April 11, 2023.

No substantial changes have occurred in the financial position of the Company since the end of the financial year. The Company's liquidity is good and the Board of Directors judges that the proposed distribution of the dividend will not endanger the Company's solvency.

It is proposed that the dividend be paid on April 18, 2023.

Espoo, February 16, 2023

Robert Ingman Matti Huttunen Päivi Lindqvist
Chairman of the Board Member of the Board Member of the Board
Leena Saarinen Mikko Tepponen Juha Näkki
Member of the Board Member of the Board CEO

Auditor's Report

To the Annual General Meeting of Etteplan Oyj

Report on the Audit of the Financial Statements Opinion

We have audited the financial statements of Etteplan Oyj (business identity code 0545456-2) for the year ended December 31, 2022. The financial statements comprise the consolidated statement of financial position, 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 position, financial performance and cash flows 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 the 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 prohibited 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 13 to the consolidated financial statements.

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

Materiality

The scope of our audit was influenced by our application of materiality. The materiality is determined based on our professional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on our assessment of the magnitude of misstatements that, individually or in aggregate, could reasonably be expected to have influence on the economic decisions of the users of the financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The significant risks of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit matters below.

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.

THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

Valuation of goodwill – Accounting Policies and Note 22 to the Consolidated Financial Statements

  • Goodwill, totaling EUR 105.4 million, has increased by EUR 13.0 million during the financial period as a result of acquisitions, and is a significant individual item in the consolidated balance sheet.
  • Goodwill is tested for impairment when indicators of impairment exist, or at least annually. Goodwill impairment testing is conducted by comparing the carrying value with the recoverable amount using a discounted cash flow model. Estimating future cash flows underlying the impairment tests involves a significant element of management judgment, particularly in respect of growth in net sales, profitability and discount rates.
  • Valuation of goodwill is considered a key audit matter due to the significant carrying value and high level of management judgement involved.

  • We critically analyzed the management's assumptions that form the basis on which the cash flow projections for future years are prepared.

  • We involved KPMG valuation specialists to assess the appropriateness of the discount rate used and the technical integrity of calculations as well as for comparison of the assumptions used to the market and industry-specific data.
  • In addition, we assessed the adequacy of the sensitivity analyses and the appropriate presentation of notes related to impairment tests in the consolidated financial statements.

THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT

Revenue Recognition – Accounting Policies and Note 7 to the Consolidated Financial Statements

  • Revenue recognition consists mainly of revenue from rendering of services. Total revenue amounted to EUR 350.2 million.
  • Revenue recognition is a key audit matter due to the significance of revenue when assessing the size of business, growth and profitability of Etteplan. Revenue recognition involves a risk of revenue being recognized in the incorrect period and at inaccurate amount due to related management estimates and large volumes of transaction data.
  • For projects, where either a fixed price or a target price has been determined, revenue is recognized over time based on the per centage of completion method. The per centage of completion is determined as the proportion of actual costs to the total estimated project costs. Inaccurate cost estimates lead to erroneous revenue recognition.

  • We evaluated the company's revenue recognition and accounting policies by reference to the principles of revenue recognition determined under IFRS.

  • We tested the effectiveness of key internal controls in place over the completeness and accuracy of revenue. We also assessed the operative effectiveness of relevant IT systems for financial reporting purposes.
  • We compared total revenue estimates to customer contracts for projects where revenue is recognized over time based on the project's per centage of completion. In addition, we analyzed working hours recorded for work in progress projects in comparison to total hours estimated by the management. We also considered the appropriateness of the process for updating estimated project costs and per centages of completion.
  • In addition, we performed substantive audit procedures to evaluate the completeness and accuracy of revenue recorded and assessed the effect of other events which require management judgment.

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 a going concern, disclosing, 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 for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with 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 the 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 parent company or the Group 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 statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships 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 governance, 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 disclosure 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 reasonably be expected to outweigh the public interest benefits of such communication.

Other Reporting Requirementst Information on our audit engagement

KPMG Oy Ab was first appointed as auditors by the Annual General Meeting on April 4, 2017, and our appointment represents a total period of uninterrupted engagement of 6 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 auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date. 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 materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility 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 statements 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 on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Helsinki, February 28, 2023 KPMG OY AB

Kim Järvi Authorized Public Accountant, KHT

Investor information

Etteplan's shares are listed in Nasdaq Helsinki Ltd's Mid Cap market capitalization group in the Industrials sector under the ETTE ticker.

Etteplan's investor relations principles

According to the Disclosure Policy approved by Etteplan's Board of Directors, Etteplan is committed to active and open communication with all parties, regardless of whether the information in question is positive or negative for the Company. The Company's communications are transparent, credible, proactive and consistent under all circumstances. The principle is to be open, truthful and quick in all communications. The aim is to provide truthful, sufficient and up-to-date information on the Company's strategy, businesses, markets and financial situation to provide the capital markets with relevant information on Etteplan as an investment. Etteplan's Disclosure Policy is available on the Company's website at www.etteplan.com.

Investor relations are always part of the Company's other communications. Investor relations are based on the same core messages and values as the Company's other operations and communications. In all of its communications, Etteplan emphasizes consistency and a high standard of ethics and complies with the guidelines and regulations concerning listed companies.

A stable dividend payer

Etteplan's aim is to increase shareholder value and to be a stable dividend payer. The dividend has been approximately 50 per cent of earnings per share. The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.40 per share for the financial year 2021 and to leave the remaining funds in unrestricted equity. The dividend was paid to the shareholders registered on the record date, April 8, 2022, in the shareholders' register maintained by Euroclear Finland Ltd. The dividend was paid on April 19, 2022.

The Board of Directors proposes to the Annual General Meeting of April 5, 2023, that a dividend of EUR 0.36 per share be paid for the financial year 2022. If the Annual General Meeting approves the Board's proposal on the payment of dividend, the dividend shall be paid to the shareholders registered on the record date of the payment of dividend, April 11, 2023, in the shareholders' register maintained by Euroclear Finland Ltd. The dividend payment date proposed by the Board of Directors is April 18, 2023.

Outlook

Etteplan may issue estimates of its market outlook and the development of the Company's revenue and result in its Financial Statement Review, Half Year Financial Report and Interim Reports. Outlook statements are approved by Etteplan's Board of Directors. Etteplan does not publish quarterly forecasts. Future outlook statements and result estimates may be numerical or verbal and they may concern the development of revenue, the result, the balance sheet or cash flow. The estimates published by the Company are based on the views of future development at the time of publication and they are generally issued for the current financial year.

Periodic fluctuation

Etteplan's business is subject to periodic fluctuation due to the number of working days, holiday seasons and the timing of product development and investment projects in customer companies, which mainly take place in the spring and the latter part of the year. The revenue in the third quarter is typically lower than that of other quarters. Only the key figures in the Financial Statements for the entire year provide an appropriate description of the Company's financial situation.

Silent period

Etteplan observes a silent period of 30 days prior to the announcement of financial results. During this period, the Company's representatives do not meet or otherwise make contact with shareholders, investors, analysts, other market participants or the financial media. The Company's representatives do not comment on financial development, the market situation or the future outlook during the silent period. At other times, we are pleased to respond to inquiries and arrange meetings.

Analysts following Etteplan

Evli Bank Plc, Jerker Salokivi, tel. +358 9 4766 9149 Inderes Oy, Juha Kinnunen, tel. +358 40 778 1368 Carnegie Investment Bank AB, Robin Nyberg, tel. +358 9 6187 1237

Upon request, the Company will review analyses or reports compiled by an analyst for factual errors, insofar as the reports and analyses are based on materials released by the Company. Etteplan does not comment on or take any responsibility for estimates or forecasts published by capital market representatives.

Investor relations contacts

Juha Näkki, President and CEO, tel. +358 10 307 2077 Helena Kukkonen, CFO, tel. +358 10 307 2003 Outi Torniainen, Senior Vice President, Communications and Marketing, tel. +358 10 307 3302

Important dates in 2023

Financial Statement Review: February 17, 2023 Record date for participation in the General Meeting: March 24, 2023 Publication of the Financial Statements and Annual Review: week 11/2023 at the latest Deadline for registration for the General Meeting: March 31, 2023 at 10 a.m. Annual General Meeting 2023: Wednesday, April 5, 2023 at 9 a.m. Record date for the payment of dividend: April 11, 2023 Dividend payment date: April 18, 2023 Interim Report for January–March 2023: May 11, 2023 Half Year Financial Report for January–June 2023: August 10, 2023 Interim Report for January–September 2023: October 31, 2023

Etteplan Oyj publishes its Annual Review and other financial reports and stock exchange releases in Finnish and English. Financial reports, webcasts of the announcement of financial results and releases are made available at www.etteplan.com immediately after their publication.

General Meeting of Shareholders

Etteplan Oyj's Annual General Meeting will be held on Wednesday, April 5, 2023, starting at 9 a.m. in Espoo, Finland at Innopoli 1 (Leonardo auditorium), Tekniikantie 12, 02150 Espoo. The invitation to the General Meeting of shareholders shall be published according to Etteplan Oyj's Articles of Association on the Company website www.etteplan.com.

Right to attend

Every shareholder who, on March 24, 2023, is registered as a shareholder on the list of shareholders maintained by Euroclear Finland Ltd has the right to participate in the Annual General Meeting.

Notification of attendees

To be able to participate in the Annual General Meeting, the shareholder must register for this no later than 10 a.m. on March 31, 2023 either by e-mail to [email protected] or by telephone at +358 10 307 3222. Shareholders may also register by sending a registration letter to Etteplan Oyj, Yhtiökokous 2023, Tekniikantie 4, 02150 Espoo, Finland. The letter must arrive before the registration deadline. Any proxy documents, identified and dated, must be delivered to the Company for inspection to the address mentioned above prior to the expiry of the registration period.

Shareholder register information

Shareholders should notify the bank, brokerage firm or other account operator with which they have a bookentry securities account about changes in address or account numbers for the payment of dividends and other matters related to their holdings in the share.