LINK Mobility Group Holding — Annual Report (ESEF) 2021

Apr 29, 2022

LINK Mobility Group Holding ASA Annual Report 2021

Because every communication matters
WWW.LINKMOBILITY.COM

LINK in short

Message from the CEO

LINK and the digital messaging industry

LINK strategy overview

LINK expanding to the U.S.

Value creation and opportunities through M&A

Commercial update: Use cases and GTM

Product development: Roadmap

Sustainability

Social

Environment

Governance

Report from the BoD

Financial statements

3

LINK Mobility Group Holding ASA Annual report 2021

LINK has 714 employees and 30 offices across 19 countries in Europe and the U.S. Pro forma 2021 revenue NOK 4.6 billion, pro forma adjusted EBITDA NOK 619 million => EBITDA margin 13% LINK’s 47 200 customers worldwide last year sent 14.4 billion messages

LINK in short

	1958	2000	2890	3539	4605
2018	212	4000	300	600	900
2019	308
2020	391
LTM Q4 21	619

	33%	43%
2018
2019
2020
LTM Q4 21

Revenue NOKm
Adjusted EBITDA NOKm
* including all closed acquisitions

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Because every communication matters
WWW.LINKMOBILITY.COM

LINK in short

Renewed our values: United, Dedicated, Enthusiastic
COVID-19 Commitment
FEBRUARY
Global Partnership with Conversation24 announced
SMS Collaboration with Universal Music Sweden
Tismi Acquisition
JANUARY
Interview with CEO, Guillaume Van Gaver
MARCH
Marketing Platform Acquisition
LINK Mobility Hackathon 2021
Announced agreement with Everbridge
AMM Acquisition
Announced framework agreement with Bisnode
APRIL
Launched LINK Partner Community: new partnership program
TietoEVRY Integration
MAY
Ranked as an established leader in Juniper Research´s CPaaS Competitor Leaderboard
Adobe Integration
SEPTEMBER
Xenioo Acquisition
Emarsys Integration
Black Friday 2021
NOVEMBER
Juniper Research CPaaS Webinar
OCTOBER
Attended Mobile World Congress 2021 (Barcelona)
LINK Days 2021: Culture, Climate, and Creativity
Message Broadcast Acquisition
JUNE
Altiria TIC Acquisition
Eversource mobile communication agreement
DECEMBER
Signed Diversity, Equity, and Inclusion Pledge as part of CEO Commitment
Global Logistics company launch
WhatsApp for customer care
Integrated with Salesforce Marketing Cloud
AUGUST
MWC Guest Blog
Insparia Interview
JULY
2021 Highlights

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LINK Mobility Group Holding ASA Annual report 2021

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Because every communication matters
WWW.LINKMOBILITY.COM

Message from the CEO

LINK celebrated the one-year milestone of our public listing on the Oslo Stock Exchange by establishing ourselves as a rapidly growing, global communication-platform-as-a-service (CPaaS) player gaining market recognition in 2021. The digitalization of our economies and the focus on seamless customer experience along with new ways of working in so many industries increased use cases for mobile messaging, and LINK continued to push the envelope to deliver increasingly relevant products and services for all our customers.

In addition to expanding the footprint in Europe, LINK distinguished itself this past year by entering the U.S. market via the acquisition of Message Broadcast, a leading provider of mission-critical customer engagement solutions to blue chip enterprise customers. This was one of six acquisitions closed in 2021 that delivered on our targeted M&A strategy outlined in greater detail later in this report.

On the commercial front, we launched our new LINK Partner Community that focuses on providing the technology, software, and integrations to continually enhance customer value. Business-critical integrations now provide massive potential in partner sales for years to come. Two major deals were Salesforce Marketing Cloud, where LINK is now part of the Salesforce Journey Builder to deliver both SMS and rich landing pages, and Emarsys, the SAP company empowering digital marketing leaders and business owners with its popular omnichannel customer engagement platform.

Our completed integrations, 1,785 new signed business opportunities driving total gross margin, and expansion geographically and in product offerings shined an industry light on LINK. We were thrilled to be ranked as an established leader in Juniper Research’s 2021 CPaaS Competitor Leaderboard, a major indicator in our journey towards becoming a global forerunner in this emerging technology.

In early February 2022, we rose above a record number of competitors when Juniper yet again acknowledged our contributions to the industry by awarding LINK the “Best RCS Provider” Platinum title in the Telco Innovation category of the 2022 Future Digital Awards. This was due to our innovative Rich Communication Services (RCS) product which is positioned to make a significant impact on how businesses communicate with their customers.

Success and public recognition carry great responsibility for an organization. We have joined the world’s largest corporate sustainability initiative by signing the United Nations Global Compact, committing to aligning LINK’s strategies and operations with Ten Principles on human rights, labor, environment, and anti-corruption.

Within social governance, LINK was one of 40 founding companies to make the Diversity, Equity, and Inclusion Pledge as part of the CEO Commitment, demonstrating our commitment to fostering an inclusive workplace and society. We have also established an internal committee dedicated to our ESG efforts, which is of vital importance as the world faces escalating humanitarian and climate crises.

We have strong aspirations for our CPaaS product development and market positioning in the coming year and will work together as a united, dedicated, and enthusiastic team, with an eye on environmental and social responsibility, to deliver for our employees and customers around the world.

Oslo 28 April 2022

Guillaume Van Gaver
CEO

Message from the CEO

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LINK Mobility Group Holding ASA Annual report 2021

WWW.LINKMOBILITY.COM

LINK and the digital messaging industry

CHAPTER 01

LINK Mobility Group Holding ASA Annual report 2021

LINK and the digital messaging industry

LINK has been operating in the digital messaging industry for two decades. When the company was founded in Norway more than 20 years ago, short message service (SMS) from person-to-person (P2P) was well established, while application-to-person (A2P) SMS was just emerging. LINK was instrumental in driving the development of the A2P market in Norway throughout the 2000s, which today is the most penetrated and mature A2P SMS messaging market in the world.

Subsequently, LINK expanded into Sweden in 2015, and to the U.K. in 2016, and to the U.S. in 2021. LINK is now the clear market leader for enterprise mobile digital messaging in Europe with a foothold in the U.S. for further growth.

Our continued expansion of the LINK network and its CPaaS capabilities has solidified our position in Europe and driven strong growth in our customer base.

The acquisition of Message Broadcast has been instrumental in our U.S. expansion and, combined with other acquisitions, has accelerated our growth trajectory.

NORWAY
548
312
250
164
93
130
87
60
457
257
236
147
90
121
64
51

SWEDEN
UK
FRANCE
AUSTRIA
POLAND
SPAIN
GERMANY

2021 SMS per inhabitant
2020 SMS per inhabitant

21%
20% GROWTH INCREASE
6%
11%
3%
8%
37%
17%

High adoption of A2P SMS in Scandinavia and the UK, large potential in rest of Europe

10

Because every communication matters
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LINK and the digital messaging industry

These new channels provide vast new opportunities for digital communication, but also greatly increase complexity for enterprises and governments. Orchestration is no longer just between telecom operators, but in addition the multitude of new internet-based, third-party messaging app companies. This emerging market landscape over the past 10 years has given rise to a new industry, communication-platform-as-a-service (CPaaS), to manage the complexity and facilitate the opportunities these new technologies present.

While standard SMS is limited to 160 characters in black and white, the new OTT channels have introduced full rich media experiences including images, videos, group chats, and interactions that smartphone users now take for granted in their person-to-person (P2P) communication with friends and family. Enterprises and governments are therefore pushed to embrace newer rich media communication to meet more demanding customer expectations. Simultaneously they are experimenting with the newer rich media communication capabilities to increase engagement, conversations, customer satisfaction, and overall return on communication investment.

New channels to transform digital messaging

	0	1	2	3	4	5	6
SMS	5.2
IG/FBM*		1.4
Viber		1.2
Whats App		2.3
WeChat		1.2
RCS		0.9

Monthly active users, billions
* Instagram / Facebook Messenger
Source: Mobilesquared

Our continued investment in LINK's CPaaS capabilities has been a key driver in our growth and market positioning.

The development of our platform and the integration of new channels has been crucial for enterprises and governments seeking to manage the complexity and leverage the opportunities presented by new communication technologies.

The ability to deliver A2P SMS messages, LINK orchestrates these SMS messages sent by enterprises or governments through relevant telecom operator networks to the end users. Therefore, the telecom operators are channel suppliers to LINK. Until the shift from mobile phones to smart phones about 10 years ago, telecom networks were the only mobile digital messaging channel. However, with the rise of new internet-based mobile third-party messaging apps a multitude of new digital messaging possibilities have arisen. WhatsApp, Facebook Messenger, WeChat, Viber and many other over-the-top (OTT) channels are now the preferred way to communicate for many people. OTT refers to internet streamed content, historically devices that go “over-the-top” of the cable TV box.

The importance of digital messaging has naturally and exponentially grown with the increased penetration of mobile phones, reminders, chatbots, and one-time-passwords (OTP).

Our LINK CPaaS platform has been instrumental in enabling enterprises and governments to deliver A2P SMS messages and orchestrate these messages through relevant telecom operator networks to the end users. The telecom operators are channel suppliers to LINK. Until the shift from mobile phones to smartphones about 10 years ago, telecom networks were the only mobile digital messaging channel. However, with the rise of new internet-based mobile third-party messaging apps, a multitude of new digital messaging possibilities have arisen. WhatsApp, Facebook Messenger, WeChat, Viber, and many other over-the-top (OTT) channels are now the preferred way to communicate for many people. OTT refers to internet-streamed content, historically devices that go “over-the-top” of the cable TV box.# LINK Mobility Group Holding ASA Annual report 2021

The telecommunication operators meanwhile are not standing still. They are taking steps to maintain relevance in the A2P messaging market and prevent the OTT third party messaging companies from gaining market share in the USD 60 billion global A2P messaging market. This market dynamic is driving the telecommunication companies’ investment in Rich Communication Services (RCS), sometimes nicknamed SMS 2.0. RCS has been rolled out by telecommunication operators in dozens of European countries and hundreds of operators worldwide. RCS offers similar features to the new OTT channels but is orchestrated via the telecommunication operator data networks to Android mobile devices. OTT and RCS have made digital messaging much more colorful and interesting. Richer content gives more user engagement. Engaged customers purchase more and are more loyal. Enterprises and governments increasingly see the importance of investing in a broader range of digital messaging solutions. The CPaaS industry is perfectly positioned to deliver these new and mature solutions as a single communications partner for enterprises and governments. The new and colorful OTT and RCS solutions are just emerging for business purposes and are still a relatively small percentage of total volume when compared to SMS. The vast opportunities in the coming years. Not to be left out, traditional A2P SMS messaging has also evolved during the last two decades to extend value and compete with these emerging technologies by including in the SMS an internet URL link to a landing page with rich content in mature markets like northern Europe. Advanced digital messaging solutions are therefore more adopted than the still relatively low OTT and RCS volumes would indicate. Without doubt, the emerging CPaaS technologies will allow for seamless digital messaging communication, establishing two-way conversational messaging over the end users’ preferred channels and will become the de facto standard for enterprise and government interactions with customers and citizens. Gartner projects the API-enabled CPaaS market to grow with a CAGR of 28.1% in the 2020-2025 time frame. Global expansion and the continued quest for enterprise digital adoption will fuel market growth. Key technology areas driving growth are A2P messaging, video and messaging apps.

CPaaS market growth by segment

$7,000
$6,000
$5,000
$4,000
$3,000
$2,000
$1,000
$0

	2020	2021	2022	2023	2024	2025
Basic messaging
Video
Core Voice
Advanced Messaging
Security & Intelligent Services
Service and Support
Advanced Voice
Programable Wireless

Source: Gartner (September 2021) Rev $US Mil

LINK and the digital messaging industry

LINK strategy overview

Because every communication matters, LINK constantly enhances how messages are delivered and conversations are created for our customers. All customer communications, from the simplest one-way messages to rich conversations, must bring real value. The communication needs to be carried and delivered in the most efficient and effective way, irrespective of the channel, industry or location or device. Such communication can also be omnichannel in the sense of enabling continuous communication across several channels. At the heart of LINK’s strategy is our continuous effort to offer enterprises and governments communication solutions that increase customer engagement, satisfaction, and loyalty. By implementing our solutions, companies can greatly improve their customer satisfaction. From a history of being the leading enterprise business application-to-person (A2P) provider in Europe, focusing on one-way ubiquitous communication, LINK has evolved its strategy to become a worldwide communication-platform-as-a-service (CPaaS) provider. This omnichannel strategy has been successful and has proven to be the right choice, growing significantly during 2021. In our renewed strategy, we have maintained the enterprise customer focus. We cover the requirements and needs of large corporations and multinationals, typically offering our solutions for worldwide deployment. We also serve large and medium enterprises as well as governments through dedicated sales teams at 30 sales branches. The needs of smaller enterprises are covered through multiple Self Sign-Up (SSU) portals, where onboarding can be done in minutes with off-the-shelf product offerings. LINK’s go-to-market (GTM) includes an extensive partner strategy, enabling our partners to embed LINK solutions in their own product offerings. From independent software vendors to large-scale software integration providers, resellers, and telecommunication operators, the LINK Partner Community has now grown to more than 750 partners. Local market presence has always been and continues to be part of LINK’s DNA. We are strengthening our local sales teams within enterprise and partner sales to ensure we fully understand the needs of our customers in each market. Additionally, we support local product development to meet local customers’ unique needs. In addition, we support local customers with dedicated local account managers and support personnel, who speak the customers’ preferred language. Local presence in combination with advanced CPaaS solutions tuned to the needs of each enterprise customer improves loyalty and net retention rates while minimizing churn.

M&A is an important part of LINK ’s growth history and continues to be a key vehicle in achieving our strategic targets. Acquisitions serve different purposes, including being an effective tool for acquiring key products or capabilities, expanding into new geographies, or achieving scale in existing markets. During 2021, LINK started an international expansion beyond Europe. The acquisition of U.S.-based Message Broadcast was instrumental to accelerate our position in the U.S. CPaaS market.

As a result of LINK ’s strategy to become a major CPaaS player, we are aggressively rolling out extensive omnichannel and conversational offerings. We have also started to strengthen additional channels such as voice and email. In Mobile Messaging, we are completing the rollout of Rich Communication Services (RCS) across our footprint, and LINK is already covering more than 16 mobile messaging channels. LINK’s customers access our message channels and services through our extensive API offering as well as through our unique software offering, covering a wide range of use cases. For instance, we enable customers to build RCS campaigns towards their opted-in customer base, delivering the campaign through a richer channel which results in higher response rates. We also offer advanced software to support our customers in segmenting their customer base and tailoring the right communication messages. LINK’s solutions and software enable our customers to deliver excellent customer service and build customer loyalty, drive higher conversion rates and increase customer lifetime value. Furthermore, we are constantly adding new functionalities for developers and end-users to ensure we can support our customers in implementing omnichannel customer care solutions, enabling end-users to obtain support through their preferred channel. As customers change their behaviors, LINK is constantly adapting and enhancing how messages are delivered and conversations are created. The dedicated, enthusiastic, and united employees who make up our organization are instrumental in delivering industry leading products and services to our customers. We strive to be an attractive employer for passionate and driven individuals who want to take part in our journey to become a worldwide CPaaS player. In our operational and strategic work and in our attitudes and behaviors towards colleagues, customers, and suppliers, we regard diversity, equity and inclusion as levers for innovation, development, and competitive advantage. Environmental, Social, and Governance (ESG) criteria to lead as a responsible company serve as an integral part of LINK ’s strategy. Please refer to the “Sustainability” section of this report for more details on our initiatives in this area.

LINK expanding to the U.S.

In June of last year, LINK expanded its foothold outside of Europe through the acquisition of Message Broadcast. Message Broadcast is headquartered in Newport Beach, California, and is a leading provider of mission-critical customer engagement solutions to large U.S. enterprise clients. The acquisition of Message Broadcast adds scale, complements LINK’s product offering and provides a strong entry into the North American market, enabling us to offer our clients a complete omnichannel CPaaS solution. Message Broadcast was founded in 1998 by Bill Joiner and Bill Potter, leveraging innovative information technology to automate customer interactions.

Bill Joiner
Bill Potter

Message Broadcast primarily offers mobile messaging solutions, including two-way SMS, outbound messaging via the Enterprise Outbound Notification System (EONS) as well as API-driven communication for email, A2P SMS, and voice communication services. The company operates within large industry verticals such as utilities, telecommunications, healthcare, and government, serving critical communication needs.

Message Broadcast is headquartered in Newport Beach, California

The company is especially focused on helping businesses that need to comply with strict industry and government regulations related to customer communication.The company’s software manages customer contact data and consent, supporting critical event messaging in the realm of customer engagement. Message Broadcast currently serves large U.S. brands, automating personalized conversations that increase customer engagement and satisfaction while reducing operational expenses. Notable clients include utility companies such as Duke Energy, Eversource, Southern California Edison, and PG&E. Other clients include AT&T, McKesson, and IBM. Message Broadcast has approximately 1,000 clients and has more than 300 employees. Message Broadcast’s strategy is to focus on high value-added solutions, the EBITDA margin for the company is above 50%. For its utility clients, extreme weather events demand highly scaled communications capabilities, resulting in Message Broadcast deploying millions of health and public safety communications to consumers during a single event. Moving forward and backed by the full suite of products that LINK offers, Message Broadcast is well-poised to expand further in supporting enterprise brands’ operational communications needs. The Message Broadcast acquisition provides excellent organic growth opportunities for LINK in the U.S., generates cross-selling revenue between the U.S. and European markets, and gives a foothold for further M&A in the U.S.

LINK Mobility Group Holding ASA Annual report 2021

Value creation and opportunities through M&A

LINK Mobility Group Holding ASA Annual report 2021

LINK grows fast and creates value through core business M&A

LINK has a distinct M&A strategy and proven track record in creating value beyond its organic growth. Since 2014, LINK has completed 31 acquisitions, including seven since the initial public offering (IPO) in October 2020, to become the clear market leader for enterprise messaging in the Nordics and Europe. The acquisition of Message Broadcast in the U.S. was a strategic step to enter the U.S. market. The new overseas foothold provides opportunity for additional expansion in the low penetrated, high growth, and high margin U.S. market. In 2021, LINK announced and completed a number of new M&A transactions in Europe, consolidating its market leader position and adding new product capabilities. The distinct M&A strategy drives value through acquisitions of companies that advance LINK’s core business. Execution of the strategy follows a three-pillar approach depending on the type of acquisition target. Add-on or tuck-in acquisitions aim to increase the customer base and grow market share in local markets. Level-up cases refer to acquisitions of larger companies with a strong market position or platform that provide a new business area. Solutions acquisitions refer to acquisitions of innovative software products to provide upselling opportunities across LINK’s large customer base.

Three pillar M&A approach

• Add-on: Tuck-in acquisitions to further strenghten local presence and become the market leader
• Level-up: Acquire platform companies in new territories to gain and build market position
• Solutions: Seek new innovative solutions to leverage existing footprint and further differentiate product offering

LINK Mobility Group Holding ASA Annual report 2021

Value creation and opportunities through M&A

LINK’s M&A strategy is a key driver of its growth and value creation. The company has a structured process for identifying, evaluating, and integrating acquisition targets. The process involves an assessment of the target’s technical platform, business performance, and CPaaS capabilities. Targets considered suitable for acquisition by LINK must be either financially robust and profitable, or have the potential to become so, and complement LINK’s existing product portfolio and strategy.

In 2021, a more structured manner of integrating newly acquired companies was implemented, in which integration teams were formed to secure quicker and more efficient integration of the acquired companies. The objective is to establish a more agile and scalable platform for future acquisitions and to ensure that the acquired companies gain access to LINK’s global infrastructure and established customer base. The integration process focuses on optimizing operating expenses (OPEX) and lowering cost of goods sold (COGS) while also taking away many of the operational and administrative burdens the company may have experienced before they became a part of the group.

Pre 2020 IPO: Building the European market leader for enterprise messaging solutions

LINK began its expansion outside Scandinavia in 2016 and continued to consolidate its European position as a privately owned company before its IPO in October 2020. In 2019, LINK completed its acquisition of Netsize, a French CPaaS provider, which was a strategic step in building a European leading CPaaS provider. The acquisition enabled LINK to scale the business by leveraging its advanced product portfolio and improved operational efficiency, which in turn allowed for the realization of synergies through increased commercial effectiveness.

Post 2020 IPO: Building a global market leader for enterprise messaging solutions

LINK has closed seven acquisitions in Europe and the U.S. since its IPO in October 2020: WebSMS in Austria, Tismi in the Netherlands, MarketingPlatform in Demark, AMM in Italy, Message Broadcast in the U.S., Xenioo in Italy, and Altiria in Spain. LINK completed one level-up acquisition in 2021 with Message Broadcast, a leading provider of mission critical customer engagement solutions to large enterprise customers, in the U.S. The acquisition of Message Broadcast significantly strengthens LINK’s position in the U.S. market and provides immediate access to a large customer base and a proven revenue stream. LINK entered the French market in 2019 by acquiring Netsize, a leading enterprise focused CPaaS provider. The company has since been integrated into the LINK group and its growth has been rekindled through implementation of best practices and synergies were realized through increased commercial effectiveness.

LINK grows fast and creates value through core business M&A

Developmnent in revenue and adjusted EBITDA

	2017	2018	2019	2020	2021	CAGR
Level-up
Revenue	27.3	45.9	2.3	5.2	5.1	+17%
EBITDA
Add-on acquisitions
Revenue	15.4	15.5	22.9	5.4	4.8	+62%
EBITDA	8.8

Add-on acquisitions

Add-on acquisitions aim to increase the customer base and grow market share in local markets. LINK acquired WebSMS in Austria in October 2020 shortly after the IPO. WebSMS was and is a leading provider of SMS A2P services in Austria, and has expanded its business to the wider DACH region, including Germany and Switzerland. The acquisition consolidated LINK’s business activities in the region. WebSMS has delivered solid growth across all client segments and gained an increased foothold within healthcare and the public sectors since the acquisition. In April 2021, LINK acquired AMM in Italy. AMM operates within mobile-marketing and web- advertising and the product offering includes SMS A2P, email services, and chatbots. The company serves close to 3,500 enterprise and SME customers throughout Italy by direct sales and a self-sign-up (SSU) platform. The acquisition consolidated LINK’s position as a leading CPaaS player in the Italian market.

Add-on

Developmnent in revenue and adjusted EBITDA

	2019	2020	2021	CAGR
Add-on
Revenue	15.4	15.5	22.9	+62%
EBITDA	5.4	4.8	8.8

LINK acquired MarketingPlatform in Denmark in April 2021. The company has developed a top- of-class modular omnichannel marketing platform with an integrated customer data platform that supports web, email, and social media. The acquisition expanded LINK’s CPaaS offering within multichannel marketing campaigns through customer data management and email. This advanced marketing offering is currently being rolled out in the Nordics. LINK acquired Altiria in Spain in December last year. The company is headquartered in Madrid and active in the A2P market in Spain in addition to some activity in other Spanish-speaking countries through its web-based go-to-market business model. Altiria is the market leader within nongovernmental organizations (NGOs) in the Spanish market. The acquisition enabled LINK to consolidate and further expand its position in Spain through upselling opportunities and a strengthening of its SSU offering.

Solutions acquisitions

Solutions refer to acquisitions of innovative software products to provide new upselling opportunities. LINK acquired Xenioo in Italy in September 2021. Xenioo is a leading provider of chatbot solutions, and the acquisition will enable LINK to offer advanced chatbot capabilities to its existing customer base, creating new upselling opportunities to both European and U.S. customers from an extensive cross-sell pipeline. In February last year, LINK acquired Tismi in the Netherlands. Tismi is a provider of telecommunication services and products and holds licensed operator status in eight European countries. The company’s main business comprises of providing virtual mobile phone numbers, SMS termination, and SIM cards for IoT and mobile broadband. The acquisition advanced LINK’s technical infrastructure, adding voice and number masking capabilities to the product portfolio.

LINK Mobility Group Holding ASA Annual report 2021

LINK grows fast and creates value through core business M&A

Developmnent in revenue and adjusted EBITDA

	2017	2018	2019	2020	2021	CAGR
Level-up	27.3	45.9	2.3	5.2	5.1	+17%
EBITDA
Solutions
Revenue	53	56	62	62	68	+58%
EBITDA	2	1	5	7	8

Developmnent in revenue and adjusted EBITDA

	2017	2018	2019	2020	2021	CAGR
Add-on acquisitions	15.4	15.5	22.9	5.4	4.8	+62%
EBITDA	8.8

Commercial update: Use cases and GTM

The business expanded revenue generation to Austria and Norway. Solutions 28 Because every communication matters WWW.LINKMOBILITY.COM In December 2021, LINK acquired the Italian conversational messaging and NLP/AI chatbot company Xenioo. The acquisition immediately strengthened LINK’s omnichannel offering through enhanced conversational messaging capabilities with NLP/AI chatbot competencies, providing advanced Conversational Cloud solutions and enabling the integration of advanced chatbot solutions with existing CCaaS (Contact Center as a Service) capabilities. The chatbot is a cloud-based application with support for 16 messaging and voice channels, including SMS, RCS, WhatsApp, Facebook Messenger, Instagram, Google Business Messaging, Telegram, web channel, Discord, Slack, Microsoft Teams, Voice, Amazon Alexa, and Google Assistant. Xenioo is currently being included in CPaaS solutions for both European and U.S. customers.

M&A pipeline for further expansion

LINK has a strong M&A pipeline consisting of solutions companies to advance product capabilities, local A2P players to gain further market share and level-up cases to open or win new regions. The digital messaging industry remains highly fragmented and as such opportunity rich for acquisitions at accretive valuations.

Diverse pipeline – Execution along all three pillars

Bubble size illustrates number of opportunities. Solutions by Avg. target size by revenue. Avg. technological capabilities.

CCaaS	CPaaS Solutions	Voice/Video Messaging
1	1	2
3	4	2
3	4	5

LINK grows fast and creates value through core business M&A.

29 LINK Mobility Group Holding ASA Annual report 2021 WWW.LINKMOBILITY.COM

Commercial update: Use cases and GTM

CHAPTER 05 LINK Mobility Group Holding ASA Annual report 2021 LINK’s go-to-market (GTM) LINK focuses on three main go-to-market (GTM) strategies that allow for the acquisition of new customers by ensuring the customer receives the right service with a frictionless experience to becoming a customer, onboarding, and using our services. GTM methodology drives revenue growth, customer satisfaction and retention, and customer lifetime value.

New Customers and partnerships through GTM expansion

Enterprise	Nordics	Central Europe	Western Europe	Global messaging	Partners	Self-Sign-Up
Invest in critical local salesforce to maintain regional expertise and win new logos in both new and existing territories	Buil direct relationships to deeply integrate with costomer systems, increase stickiness	Expand number of partners within LINK ecosystem	Ability to sacle quicky, as partnerships brind immediate cedibility and access to customers in new markets	Leverage current LINK SSU brands and existing management ”playbook” to expand intp other geographies	Allows LINK to expand rapidly without sales reps; onine marketing & local customer support may be set up quickly to bootstrap markets	Well Developed
Opportunity	Large growth opportunity

32 Because every communication matters WWW.LINKMOBILITY.COM

LINK’s biggest customer acquisition funnel is through a localized enterprise salesforce. LINK employs well over 100 salespeople within our local markets, each with a standardized way of working and being well equipped with local knowledge of the peculiarities of that market. A key differentiator for LINK is to be local so we know our market and know our customers. This unique insight enables LINK to provide superior value and levels of service to customers. As a result of the extraordinary growth of CPaaS for several global customer accounts, in 2021 LINK increased focus and investments into its global sales initiatives, which primarily focus on large tech and logistics companies. The largest commercial investments during 2021 were made on the partner channel sales effort with roughly 20 partner sales managers recruited into LINK’s local organizations. This was implemented based on LINK’s Nordic blueprint where partners have been instrumental in the GTM success. In 2021, LINK launched a best-in-class Partner Program with three different tiers, offering access to benefits for a successful cooperation. LINK’s third GTM category is the Self Sign-Up (SSU) approach. LINK has, in multiple markets, very strong local SSU brands in its portfolio that are champions on local customer acquisition. It is an important category to highlight as there is an increasing rate of enterprise customers and partner accounts being acquired through web channels. Just as the world is digitalizing, so are LINK’s customer acquisition principles. LINK does most of its business under the brand of LINK Mobility selling to enterprises and partners. Our SSU business is primarily conducted under local brands.

LINK has a strong partner community

PLATINUM GOLD CERTIFIED

Commercial update: Use cases and GTM 33LINK Mobility Group Holding ASA Annual report 2021

LINK’s primary use cases

LINK sees the adaptation of services being driven by three main use cases: Transactions or Conversational Messaging, and Marketing and Sales Engagement. These are the main growth drivers, and LINK’s efforts are continuously focused on these differences.

Transactional and Conversational Messaging: These enable automation of messaging to handle customer communication with the same speed and efficiency as it occurs. This is driving considerable growth for LINK and its customers as it significantly reduces the need for manual intervention and frees up employees to attend to more complex issues. It is also enabling new ways of customer engagement and communication. One of the fastest-growing use cases for LINK is the increased need for OTP (One-Time Password) use cases. Vast growth in OTP volumes has been driven by large global tech companies. CPaaS will over time bring further value, a trend already evident for some of the largest global tech companies, which have begun to build out their own services and platforms on top of the CPaaS offering and the underlying APIs. Deutsche Post and DHL improve their customer service experience through WhatsApp y LINK positioned as DHL’s backbone for mobile messaging globally, providing DHL Express (which handles 70% of all B2C shipments), and DHL IT Services y Deutsche Post and DHL are using WhatsApp as a new channel for their customer services, with WhatsApp supported chatbot functionality enhancing both customer service and operational efficiencies y During 2021, Deutsche Post service already sees substantial messaging volumes, with high volume growth expected y DHL IT services using WhatsApp for their Digital Assistant globally

34 Because every communication matters WWW.LINKMOBILITY.COM

eCommerce-focused mobile messaging increased, especially among large retailers. Other growth use cases for marketing are the industries we see growing in a digital-only environment. Marketing is currently experiencing a boom with rich messaging optionality providing a rich experience through utilizing add-ons to the traditional SMS. LINK is in a good position to capitalize on this trend, with rich messaging now starting to come in many forms including Rich SMS, OTT channels, and RCS.

LINK is aggressively scaling its messaging solutions for both promotional and transactional messaging. These messaging needs include promotional marketing, showcasing product catalogs with personalized shopping assistance, presenting offers, and providing customer service. These features offer a significantly better customer experience and have been driving significant customer adoption. LINK’s customers have experienced +400% increases in open rates, engagement scores, and click-through rates using RCS in comparison to the same campaigns on other channels.

Global brands adopting rich messaging functionality – leading with the French market

• Significant traction on RCS messaging in France
  • Early movers - all mobile network operators adopted RCS in 2020
  • RCS device reach continues to exhibit strong growth
  • LINK connects with all mobile network operators to facilitate use cases for customers
  • Marketing messages – RCS with Rich SMS fall back options
  • Conversational – RCS with LINK Conversations Web Client fall back
• Clear benefits from RCS
  • Significantly higher brand exposure
  • Verified senders increases trust for the end user
  • Engagement drives conversions and the bottom line
  • ROI as high as 10x compared to SMS

I did not encounter such a well-knitted & complete RCS campaign, it is really a great piece of work.

– Mathieu Dubois, SFR

Commercial update: Use cases and GTM 35LINK Mobility Group Holding ASA Annual report 2021

Thirdly, the customer experience area is, over time, an area where CPaaS providers will have an increasing role to play and where LINK is well-positioned to lead. SMS and Voice are still widely used but are increasingly being complemented by new channels that improve the customer experience for all parties. LINK has partnered with leading players in this space, building established partnerships inside CCaaS. These solutions come in various shapes and forms but almost all of them rely on a CPaaS vendor in an environment where customers become more and more channel-agnostic, with an omnichannel strategy allowing them to choose different channels depending on the customer preferences and experience.

Value creation for DNB through enhanced customer experience

• Of businesses think they provide ‘superior’ customer service
• Of customers believe they have experienced superior support

LINK created value in DNB’s customer care department with 2,500 employees y Largest cost in customer in customer care is personnel time with phone support being the least efficient channel y Phone support is also not a preferred channel for their customers y LINK delivers a solution that enables significantly less telephone support y Moving customers into a messaging format authenticated through their IP y Algorithms showcase most frequently used templates.# Product development roadmap

CHAPTER 06 LINK Mobility Group Holding ASA Annual report 2021

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The A2P messaging and CPaaS industries are continuously evolving with new technologies enabling more advanced use cases. LINK develops products and solutions in readiness to these new market opportunities and currently drives digitalization with a product offering ahead of customers’ expectations. Innovation in the industry is typically led by large global customers’ adoption of CPaaS technology and improve their services more incrementally. LINK is in this context seen as a key strategic partner, and combined with its extensive local presence, attracts strong customer relationships in developing innovative new CPaaS solutions. By delivering and enabling new CPaaS use cases for customers, LINK helps to accelerate the digitalization of business processes. The transition to more advanced CPaaS solutions provides additional SaaS license revenue for LINK on top of messaging volume revenue from A2P SMS.

• Customer Success Plans
• Marketplace
• Internal and partners
• Developer Blogs, Developer Relations, Certifications and Events
• Visual Builders
• Templates
• SDKs and IDE
• Provisioning
• Monitoring
• Billing
• RCS
• WhatsApp
• Video
• Web Chat
• Email
• SMS
• Voice
• L2 – Cloud Communications API
• SIP Trunks
• Phone Numbers
• Short and Long Codes
• Network Interconnect
• L1 – Networking Layer
• Sentiment Analysis
• Analytics
• Chatbots
• Voice Bots
• L4 – Intelligence / AI
• Contact Center
• Campaign Manager
• CRM
• L5 – Solutions
• Emergency Services
• L3 – Package Business Capabilities
• Authentication
• Anonymization
• Notification
• Basic Security
• IVR
• Omnichannel
• TOOLS
• PROGRAMS
• Current Roadmaps
• Apple Messages for Business
• NLP
• CDP
• GTM Phase

LINK will evolve its core product portfolio to this emerging new market over the next two years. Horizontally, the product expansion will focus on expanding digital messaging capabilities in voice and video while further developing RCS, OTT, NLP & AI capabilities. Vertically, innovation will be focused upwards in expanding integrated SaaS solutions to address advanced solutions and downwards into the value chain of delivering network layer capabilities needed to optimize the CPaaS value proposition.

LINK CPaaS product offering

Illustration adapted from Gartner’s Market Guide for Communications Platform as a Service published September 2021

41LINK Mobility Group Holding ASA Annual report 2021

Sustainability CHAPTER 07 LINK Mobility Group Holding ASA Annual report 2021

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CHAPTER 07

LINK integrates environmental, social, and corporate governance (ESG) factors into its daily operations and as a part of its strategic processes. The board has considered these topics in relation to LINK’s business operations and reviewed factors based on the UN Sustainable Development Goals (SDGs), the Ten Principles of the UN Global Compact, and the OECD Guidelines for Multinational Enterprises.

In 2021, LINK committed to the Ten Principles of the UN Global Compact in its operations by becoming a signatory. In line with the UN Global Compact, LINK is committed to continuously progress in the four focus areas: Anti-Corruption, Human Rights, Environment & Labor. Our Sustainability report shows the key actions that we have implemented in these areas in 2021 and our ambitions for 2022. The directive and the Norwegian Accounting Act Section 3-3C.

Materiality assessment

As the global understanding of ESG as important factors affecting businesses across markets and industries gain ground, it is crucial for any business to understand and manage the risks and opportunities related to these topics, not only when making strategic decisions but also in its daily operations. In a context that is constantly evolving, LINK recognizes that the areas affected by ESG factors have a broad impact on its business operations, its employees, as well as other internal stakeholder such as the board members and employees.

Sustainability at LINK

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People

The topics listed below are material for LINK as we believe we can have a positive impact on these factors. Our workforce is at the heart of our company, and we believe in growing together with our employees by empowering them.

• Diversity, equal opportunity, and non-discrimination
  LINK aims to have representation from all sections of society and for each employee to feel respected so they can perform at their best. At LINK, we do not tolerate any kind of discrimination based on origin, religion, gender or sexual orientation, state of health and/or disability, political opinions, religious beliefs, or family status. These values are clearly stated in our Code of Conduct and upheld in our daily actions.
• Gender equality
  Our permanent and freelance contract workforce combined has 66% male and 34% female representation, which exceeds the technology industry average reporting in 2021. We do not have any employees who self-designate as any other gender currently, but the option is available to all. Our greatest areas for representative improvement are in our Global Leadership Team (GLT) and Extended Leadership Team (ELT), where women made up 25% and 22% of the leadership groups in 2021, respectively.
• Customer & Employee Privacy
• Diversity and equal opportunities
• Non-discrimination
• Developing Skills & Employee engagement
• Human Rights
• Energy management
• Carbon Emissions
• Supplier Environmental Assessment
• Material use
• Rapidly changing technology context
• Anti-corruption
• Supplier Assessment

People	Planet	Profit
Material topics for LINK

Sustainability at LINK

45LINK Mobility Group Holding ASA Annual report 2021

In 2021, LINK implemented an organization-wide human resources and employment position categorization system which was required to gain a clear understanding of our worldwide workforce demographics and employment positions. These steps toward quantitative data mapping on gender representation and compensation. We aim to have an actionable analysis of the gender pay gap at LINK completed in 2022.# Professional equality at LINK Mobility Norway

Gender pay equality

The unadjusted gender pay gap for 2021 is 13.6%. The rate shows the difference between average male salaries over average female salaries in percent, irrespective of other variables, such as position level. The gender pay gap analysis refers to the workforce in Norway.

Parental leave

In 2021, the average number of days of parental leave for women was 121 days and for men was 48.5 days. The scope of this analysis is the workforce in Norway.

How we are working to improve gender equality

Our recruitment process includes new policy guidelines including strategies and hiring manager training to attract more diverse candidates, with an emphasis on women, across all levels of responsibility in the organization. LINK was an early signatory of the CEO Commitment’s Diversity, Equity, and Inclusion Pledge, vowing to set diversity and inclusion as an integrated and strategic priority in our organization that is anchored in our top management.

Geographic diversity

LINK had operations in 19 countries in 2021, consisting of European nations and the U.S. The company employed 2,105 employees representing 12 different nationalities. To accommodate our multinational workforce and foster an inclusive environment, the entire organization participated in an interactive workshop on cultural differences and cross-country collaboration in June 2021. This initiative is discussed in further detail under Employee Engagement in this report.

Disability

LINK does not tolerate discrimination of any kind based on state of health and/or disability, and we offer accommodation wherever possible to ensure a quality work environment for all employees. We currently have employees who self-report as working with a disability.

Our ambitions for 2022

In 2022, LINK plans to conduct a detailed analysis of gender representation, compensation, and recruitment across the organization to gain a better understanding of the current state of gender diversity and the gender pay gap. The goal is to have a strategy in place to support this ambition by 2023 using the data and analysis produced in the current year.

Employee engagement – Making LINK a better place to work

Remaining united with high employee engagement is an integral part of LINK’s values and dedication, and thus requires constant attention and reinforcement. We facilitate regular bimonthly, quarterly, and annual events to keep our employees informed about the latest developments and to present the results of our cooperative dedication.

LINK Days

We held our company-wide virtual gathering, called LINK Days, over two and a half days in June 2021. The goal of this event was to bring LINKers from around the world together to interact across country and department lines. One of the main themes for LINK Days 2021 was cultural differences and cross-country collaboration. We engaged an external speaker with expertise in bridging cultural differences to present new ways of working and interacting with awareness. LINKers used this new learning in break-out workshops on cross-country teamwork to discuss cross-cultural communication and challenges. They also reviewed what the LINK values – united, dedicated, and enthusiastic – mean in different cultures across all countries. Through this exercise, we examined our current and desired LINK culture, identifying gaps for improvement.

All Hands

All Hands meetings are organized at the group, regional, and local levels for employees on regular schedules. These meetings are used to share business updates from the past months, celebrate milestones and new arrivals, and offer employees the opportunity to ask questions.

Tune-In-Tuesdays hosted by Group Product

One department that continually innovates and develops new products and cases is Group Product. To keep all LINKers informed, this team also organizes optional bimonthly information sessions to showcase developments concerning LINK’s products.

LINK Voice

Twice per year, we conduct a company-wide survey for all LINKers to express satisfaction or areas for improvement across a spectrum of issues. The LINK Voice survey is critical to gauging our employee engagement and overall satisfaction, and managers also use the results to guide decision-making in their departments.

Sick leave at LINK Mobility Norway

For the accounting year 2021, the sick leave rate was reported to be 2.2% for our workforce in Norway. This analysis includes short- and long-term sickness and does not consider childcare leave and/or parental leave.

Sustainability at LINK

47LINK Mobility Group Holding ASA Annual report 2021

Measuring our employee engagement

LINK’s strategic vision for 2025 includes securing an employee engagement score of 75 on the LINK Voice survey conducted through the Culture Amp® platform, as we seek to be a highly desirable workplace in our industry. For the concluding LINK Voice of 2021, we experienced an all-time high participation rate of 92% across the company (exceeding the Culture Amp® industry benchmark of 83%) and an employee engagement score of 65. This score trails the technology Europe benchmark of 71 by 6 points, but this was a marked improvement for LINK over the 10-point difference in our score and the Culture Amp® industry benchmark one year earlier in 2020. We aim to close the gap even further in 2022 as we steadily progress in our multi-year strategic plan.

Date	Responses	Total	Participation
November 2020	374/440		85%
June 2021	443/492		90%
January 2022	554/601		92%
			Company participation

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Customer and employee privacy

Protecting personal data in line with the European General Data Protection Regulation (GDPR) and mitigating risks related to this subject is a material topic for LINK. In 2021, LINK has implemented several measures to mitigate risks related to personal data protection:

Companywide awareness and training

During 2021, LINK refreshed internal training on topics related to Personal Data Protection, Compliance, and Information Security. Each employee is required to complete the training on a yearly basis.

Companywide policy updates and implementation

In 2021, LINK reviewed and published updated guidelines related to personal data protection including Privacy by Design Guidelines and Data Breach Policies, and delivered company-wide training on the topic. To help identify and minimize the data protection risks of a project, LINK has made available a refreshed Data Protection Impact Assessment handbook and Privacy by Design Guidelines that are available to all employees.

Focus on personal data protection and privacy compliance in new affiliates

By 2021 all companies that were acquired by LINK before 2021 have approved and are in process of adopting the Personal Data Protection Policy directly and/or have implemented the policy or equivalent policies that are accepted by LINK as evidenced by the yearly audit process.

Data protection is an important area where LINK has invested significant resources to ensure our stakeholders’ data is handled with care and transparency, and that we can manage and control personal data in compliance with the GDPR.

Larger scope for data privacy

LINK is going beyond the initial GDPR Project and since 2018 focused on mitigation of the initial customer privacy and data protection risks and has put in place a continuous improvement process focused on the following areas
* Policy Implementation
* Encryption of data
* Deletion of data
* Access control
* Security strategy

Our data privacy ambitions for 2022

Data retention

In 2022, we would like to prioritize data retention and increase the automation of data deletion processes. Roadmaps and action plans have been laid down by internal and business IT teams to focus on data retention in business IT systems

Increasing awareness and training participation

LINK will put in place monetary incentives to encourage employees to participate in groupwide training and achieve 100% participation

Sustainability at LINK
49LINK Mobility Group Holding ASA Annual report 2021

Environment and climate change

LINK is aware of the environmental impact of its operations. In this regard, the material topics for LINK are energy management, climate change, and material use. As a business with high requirements for data storage, LINK can reduce our impact in several ways by implementing measures directly in its operations. LINK chooses well recognized international hosting providers that manage sustainable data centers. Our infrastructure will therefore not have any direct impact on GHG emission and looks to contribute to global reduction of emissions. We can do so by helping customers reduce emissions from their operations. In addition to working on our direct operations, it is our responsibility to educate our employees about environmental issues. In 2021, there were several actions carried out to raise awareness about this topic:

A. Climate action during LINK Days 2021

The LINK Days is a digital company-wide gathering bringing together employees from all LINK offices and business areas to unite and collaborate. The 2021 edition was innovation and sustainability. Sylvija Seres, an expert on these two topics, presented and shared knowledge with all employees all about how we can balance our efforts towards innovation and sustainability – the key drivers of growth. She stated that environmental and social sustainability are things that everyone can take part of and aren’t just dedicated to one day a year – they are meant to be a part of our day-to-day lives.# Sustainability at LINK

Planet

Access control

Managing access to critical systems is a priority for LINK in 2022 and several measures will be implemented in the next couple of years to gain a better ability for managing access.

Human rights

To ensure that all managers and employees commit to operating consistently with the UN Guiding Principles on Business and Human Rights and the Ten Principles of the UN Global Compact, LINK has implemented the following measures:

Employee code of conduct

The values of human rights that we promote can be found in our Employee Code of Conduct, signed by all new employees. Our code of conduct clearly states that we:
* Oppose all forms of forced labor and child labor in our operations.
* Report on any human rights abuse in our operations or in those of our business partners.
* Always apply national labor laws and regulations.

Climate action

This talk led to another workshop: our employees were brought together to work in initiatives that were proposed by our employees, ranging from measures to improve direct emissions to working on our products to help our customers meet their climate goals. After the LINK Days, to kick-off our dedication to climate action, LINK signed up for Challengize, a social platform for health and team building where companies can track employee teams and their workouts. We encouraged all employees to get out and exercise for an hour and a half during one of the LINK Days as part of the challenge to raise money. In just this short time, we raised 10,000 euros. The money raised through our LINK Challenge for Climate Action was donated to a European NGO that works to preserve and restore forests around the world.

Even though groupwide operations will be implemented in 2022, some of LINK’s subsidiaries are already leading the way. Examples include:

B. Climate action in the DACH region

In 2021, with the help of external consultants specialized in sustainability transformation, LINK Mobility Austria and Germany implemented a comprehensive carbon footprint assessment. This carbon footprint covered Scope 1, 2 and 3 emissions, which totalled to 328 tCO2. Emissions related to mobility contributed to 50% of the total carbon footprint. Having assessed its carbon footprint in the last accounting year, in 2022, the DACH region will implement a set of initiatives that aim to reduce the carbon footprint, to name a few:
* Educating employees about emissions related to commuting.
* Reducing and optimizing business travel.
* Purchasing nuclear-free low carbon electricity.
* Selecting server hosting partners with carbon assessments and reduction measures.
* Switching to a sustainable certified provision fund for employees in Austria.

For areas in which direct emission reductions are not possible, globally standardized climate protection projects will be supported using carbon compensation. The next steps for LINK Austria and Germany are to assess the carbon footprint of its products and thereby help reduce their customers’ carbon footprint.

Suppliers’ environmental assessment

LINK’s assessment of suppliers’ environmental performance is integrated into its procurement processes and routines to document its assessments of providers. There are more details on this topic in the supplier assessment section.

Material use

With a business model that relies heavily on the use of IT infrastructure, we are aware that the materials used in manufacturing our IT infrastructure has an impact on the environment.

LINK has implemented a strategy for sustainable IT, which will be further developed in 2022-2023. This step consists of mapping of all IT equipment in data centers and evaluating their material composition.

Energy consumption

To have a comprehensive idea of our energy consumption, LINK will assess primary energy and electricity consumption related directly to its operations. This assessment will allow LINK to understand its dependence on energy and electricity within our operations and will form a basis for targeted measures to reduce our environmental impact and enhance our energy efficiency.

Carbon footprint calculation

As part of LINK Mobility Group’s sustainability strategy, a key initiative for 2022 is to calculate its carbon footprint in order to evaluate our impact on the climate. Keeping this in mind and to begin its journey to positively contribute to climate change, LINK will calculate its GHG emission related to direct operations (Scope 1 & 2) using standard reporting frameworks such as GHG Protocol and ISO14064/14069.

Climate Risk assessment

In 2022, we will start assessing transition and physical risks related to climate. Our objective is to obtain a deeper understanding of the business’ exposure to these risks and how they can impact our operations and strategy. This will also verify our business’ vulnerability to this topic.

Climate actions on a local level

We feel that it is our responsibility to help create awareness on climate change for our employees and stakeholders. As employees, we are the closest to the impact of climate change in their local settings. Our ambitions to reduce our environmental impact in 2022 are therefore translated into initiatives that address climate change on a local level.

Rapidly changing technology context

As part of an industry that is vulnerable to rapid technological change, with technology under constant development, and the market’s expectations for messaging services to follow the development, LINK strives towards adaptability to technological changes as part of its strategy. Strategy assessments are therefore made annually for LINK’s management to ensure a proactive and reactive approach to market development and technological changes. These assessments are a tool for measuring vulnerability going forward. LINK’s focus on adaptability is seen through multiple areas of its business, hereunder:

Development of new product offerings

LINK’s product development strategy is to constantly adapt to new technological developments and market expectations, in order to ensure a product portfolio that is in line with technological development in the marketplace.

Resilient infrastructure

As a business highly dependent upon data storage, LINK maintains and develops its processes to ensure a resilient infrastructure. This includes redundancy, migration of server sites, assessment of carbon footprint, and secure redundancy are examples of such processes.

Promotion of ESG as part of its business

With the increased global understanding of Environmental, Social and Corporate Governance as important factors affecting business across markets and industries, it is crucial for any technology business to understand the effects on expectations for technology to meet and exceed requirements and make them part of strategic decisions and daily operations.

Attraction and retention of skilled employees

A rapidly changing and complex industry requires the ability to attract and retain highly skilled employees. An important element of attracting and retaining skilled personnel is to retain its focus on diversity and inclusion as well as equal opportunities. Furthermore, a clear stand against harassment and intimidation, as well as focus on treating personnel with respect and tolerance are elements of importance for LINK’s ability to retain skilled personnel. LINK will continue to ensure that its procedures in this area are upheld and enforced.

In addition to the above, LINK’s core business of providing better digital communication for enterprises and governments directly forms part of how technological changes can improve and simplify processes in society.

Anti-Corruption

Bribery and corruption undermine any legitimate business operations and therefore is an area of focus at LINK. In line with its values, laws, and regulations governing all areas where it operates, LINK is putting into practice its commitment, as outlined in its Anti-Corruption Policy and Code of Conduct. LINK is committed to an efficient and effective anti-corruption system.

Anti-Bribery and Anti-Corruption Policy

LINK is committed to observe the laws and regulations that govern our operations wherever it operates. Compliance with anti-bribery and anti-corruption laws is of key importance to all of LINK’s businesses.

Employee Code of Conduct

At LINK, we do not tolerate corruption in any form, including bribery, facilitation payments, and kickbacks in business practices. Employees found to be in violation of this policy will be subject to disciplinary action, up to and including termination of employment.

Supplier Code of conduct

One of the focus areas of our Supplier Due Diligence process that was put in place in 2021, is Anti-corruption. Like our Employee Code of Conduct, our Supplier Code of conduct states our non-tolerance of corruption in the context of our suppliers.

Training

All LINK Mobility’s employees and contractors complete an annual training program covering areas of key importance to perform their work at LINK. Anti-Corruption is one of the areas where all employees are measured annually. LINK’s board of directors decided from the year 2022 to ensure incentives for completion of the program and approved completion as a KPI for bonus achievement for LINK employees.# A global whistleblowing system

LINK’s current whistleblowing system was set up in May 2021 and is available to all LINK employees and third parties, including customers, suppliers, and the general public. The system is designed to allow individuals to report any concerns or suspicions relating to corruption or other ethical issues (environment, security, fraud, personal data, human rights, etc.) and, more generally speaking, to any situation or conduct that may be contrary to the Code of Conduct or the Company policies. The LINK Integrity Line system is available through a dedicated website and a mobile application. Whistleblowers are free to choose how they wish to report an incident and can do so anonymously. The details provided by the whistleblower will be handled with confidentiality and will be processed by appointed personnel within the LINK group. The company wishes to protect the integrity of its employees and the overall performance of the company. The principles governing the use of the Integrity Line set out the whistle-blowers’ rights and responsibilities so that the system can operate smoothly in a climate of trust.

Suppliers’ assessment - The supplier due diligence process at LINK

LINK has committed to avoid causing adverse impacts on people, the environment, and society in its daily operations, as well as to avoid contributing to such adverse impacts within its relations with stakeholders, including suppliers. LINK depends on several suppliers, including entities operating in the telecommunication industry (mobile network operators (MNO), aggregators, and over-the-top (OTT) providers), certain IT vendors (hosting, server and storage solution providers, software vendors), as well as a variety of other supply-side partners. LINK has taken up certain actions aimed at identifying and organizing its relations with suppliers, enabling the company to act responsibly and to create added value throughout its value chain.

In 2021, LINK has introduced a basic supplier-due-diligence (SDD) process, based on the methodology proposed by OECD Due Diligence Guidance for Responsible Business Conduct. The focus areas for LINK Mobility in supplier assessment are:

• Data Privacy
• Anti-Corruption
• Antitrust/ Fair competition
• Environment

In 2021, the supplier assessment process has included suppliers’ mapping, risk assessment, and proposal of mitigation measures. After having mapped the entirety of its suppliers, LINK has implemented the following measures:

Supplier and Employee Code of Conduct

Embedding LINK core values into corporate policies and subsequently developing relevant codes of conduct for both employees and suppliers. Introduced in 2021, our codes of conduct convey a clear message of LINK’s expectations within areas covered by ESG, anti-corruption, competition, and privacy policies, and hence, they contribute to improving sustainability through LINK’s value chain.

Employees training

Compliance training is a measure of raising employees’ awareness of various compliance issues, including the required conduct towards third parties. Privacy training (GDPR and IT security) has been obligatory for all LINK employees for several years now, and in 2021 the company additionally launched a general compliance training, covering sustainability, anti- corruption, and competition policies. All new employees are expected to complete both training courses upon commencement of their employment at LINK and subsequently every year.

Privacy/ IT security questionnaires

The questionnaires are aimed at mitigating risks related to the processing of personal data in vendors’ systems. LINK has used questionnaires for several years now.

To continue our efforts to reduce risks associated with suppliers, the following measures will be implemented in 2022.

Increasing the scope of suppliers

In 2021 the suppliers’ mapping covered telecommunication vendors. In 2022, LINK will increase its supplier assessment scope to certain IT suppliers.

SDD questionnaire

The general SDD questionnaire, developed in 2021, is expected to act as a primary guidance for all suppliers, and to raise employees’ awareness of compliance issues, and to collect relevant knowledge on suppliers’ entities.

Contract measures

LINK expects its suppliers to adhere to standards set out in the Supplier Code of Conduct and it will therefore introduce relevant clauses in the supplier contracts.

Internal audits

Internal audits will be introduced to verify the implementation of supplier assessment measures, and to verify LINK’s suppliers’ performance against corporate policies. Internal audits relevant to the implementation of supplier assessment measures will be introduced in 2022.

Environment clauses

In 2022, material environmental issues will be analyzed with respect to suppliers.

IT security

LINK believes that information security is not a one-time exercise, but a continuous effort. All of our digital channels serve a business purpose. To assure that the assets we provide to customers are safe to use, we employ a standardized approach to information security, from both internal and external vectors. LINK is currently in the process of obtaining ISO 270001 compliance for its major software portfolio lines. One main policy regarding IT Security has been implemented.

Information Security Policy

The Information Security Policy is an overarching document that contains all major directions, as well as several sub-policies. The overall guidelines to follow are based on ISO 27K frameworks, as well as GDPR. Our 2022 ambitions

There are two prevalent approaches that are being instilled in our daily development and operational processes: Security by Design and Security by Default. The main aim is to establish a framework for the protection of information at LINK and all subsidiaries, internally and externally, regarding its confidentiality, integrity, and availability. It is the policy to permit the use, access, and disclosure of information in accordance with the company’s guidelines and with due regard to applicable laws at any time. Based on risk assessment, the company establishes a level of safety that corresponds to the importance of the information in question. LINK carries out frequent risk assessments to ensure that data is protected. The document also describes the security strategy, which consists of elements such as responsibilities and organizational levels, training, collection, and management of information, etc. The Information Security Policy document is updated on a regular basis, and it is approved by the top-level management of the company, preceded by a wide review of specialists.

Report from the board of directors

CHAPTER 08

LINK Mobility Group Holding ASA Annual report 2021

LINK Mobility Group Holding ASA (LINK) is the Oslo Stock Exchange-listed parent company of the group. LINK is headquartered in Oslo and has 714 employees across Europe and in the U.S. The company has more than 20 years of experience in providing mobile messaging services and mobile solutions for companies, public services, and organizations. LINK has decades-long experience in the Nordics, the world’s most innovative market for digital mobile solutions, and has in recent years leveraged its knowledge and capabilities throughout Europe to become the clear market leader within enterprise mobile messaging solutions. Including the new foothold in the U.S., LINK has become the leading provider of enterprise mobile messaging solutions globally.

Market position and development

The overall market trend towards digital conversations continued through 2021. The new channels with richer content and conversational features, RCS (SMS 2.0) and OTT (internet streaming) are increasingly a required addition to the core SMS product. Multichannel and omnichannel strategies are increasingly adopted by customers, and service providers are focusing on the CPaaS market. The market growth is driven by a broader adoption of digital messaging from private companies, public services, and organizations as a central part of their communication strategy. In 2021, LINK sent 14.4 billion messages (including the full-year effect of acquired entities), compared to 10.7 billion messages the previous year, on behalf of its 47 200 (40 600) customers. The market for mobile messaging solutions is expected to continue to expand with the vast opportunities presented by new CPaaS solutions. LINK has an exceptionally low customer churn (2% in 2021) securing recurring and growing revenue from existing clients. Most customers increase their use of LINK’s mobile services and include more advanced solutions as they realize high returns on investment (ROI). ROI is driven by higher revenue from better communication with their end-users and lower costs through optimized communication with suppliers.

LINK has a clearly stated twofold strategy for growth. The company drives organic growth through an increased market share in existing markets and enters new markets through acquisitions. M&A is also supportive to the product offering through acquisitions of solutions companies. Last year LINK acquired Timsi in the Netherlands (voice and number masking), MarketingPlatform in Denmark (email and customer data platform), and Xenioo in Italy (chatbot). The new solutions advance the CPaaS offering and create value for LINK’s large customer base.

Organic growth in the various markets is supported by LINK’s unique threefold go-to-market (GTM) strategy.Larger enterprise customers are approached directly by dedicated salespeople, small and medium-sized enterprises (SMEs) are acquired through self-sign-up (SSU) portals and the partner model expands the customer base and product offering. LINK delivers tailored CPaaS solutions to its enterprise customers. These tailored innovations are then standardized to SaaS solutions and offered through LINK’s SSU portals. Partners further scale the business as LINK solutions are sold to partner customers and partner applications are offered to LINK customers. LINK’s extensive experience and a large customer base in the most innovative and advanced markets for digital messaging in the world give it a clear competitive advantage. The unique threefold GTM strategy provides scalability to the highly competitive business model.

Comments related to the financial statements have been prepared based on that assumption. As a listed company, LINK Mobility Group Holding ASA, the financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union.

Acquisitions

Tismi

On 15 July 2015, MCM Tismi B.V. acquired Tismi, a provider of telecommunication services and products and holds licensed operator status in 8 European countries. The company’s main business comprises of selling telecommunication services and products, network and infrastructure services, and data centre services. Tismi targets Enterprise customers and CPaaS providers.

AMM

On 15 July 2015, MCM Tismi B.V. acquired an 85% stake in AMM Denmark. The company has developed an omnichannel marketing platform with an integrated messaging platform, P.A.A.S. Messaging, and the offering includes A2P SMS, email services, and chatbots. Stemming from the acquisition of AMM, revenue is primarily related to software licenses. On 26th April 2021, LINK entered into an agreement to acquire approximately 81% of AMM, a mobile communications company listed on the AIM list of the Italian Stock Exchange. LINK launched a mandatory offer for the remaining shares in June and exercised the squeeze-out right pursuant to Italian rules in July. All shares were transferred to LINK on 27th July 2021 and AMM was delisted from AIM Italia. AMM operates within mobile-marketing and web-advertising and the product offering includes A2P SMS, email services, and chatbots.

Message Broadcast

On 26 July 2015, LINK acquired Message Broadcast LLC in the U.S. The company offers its proprietary CPaaS platform EONS (Emergency Outage Notification System) and other communication services. Message Broadcast operates within large US industry verticals like utilities, healthcare, and financial services.

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LINK Mobility Group Holding ASA
Annual report 2021

AMM

On 26 July 2015, LINK acquired AMM. The company’s core offerings are proprietary conversational AI and NLP-driven software, including advanced conversational chatbot Xenioo, and the customer support software system xDesk. On 14th December 2021, LINK acquired the Spanish self sign-up (SSU) company Altiria. The company is active in the A2P market in Spain and has some activity in other Spanish-speaking countries through its web-based go-to-market business model. Altiria is the market leader within NGOs in Spain.

Revenue, costs, and profits

LINK reported revenue of NOK 4 410 million in 2021, an increase of 25% from NOK 3 539 million in 2020.

Operating costs (including payroll and related services and other operating expenses) were NOK 896 million (NOK 606 million) and include non-recurring costs of NOK 252 million. The non-recurring costs included a pre-IPO restricted share unit (RSU) share-based compensation program of NOK 149 million (cash effect only NOK 6 million), restructuring costs of NOK 27 million, and expenses related to acquisitions of NOK 76 million. Depreciation and amortization were NOK 338 million (NOK 271 million).

Other net financial items were NOK 253 million (positive NOK 77 million), resulting in a net loss for LINK of NOK 78 million (negative NOK 328 million) in 2021.

Annual result and allocation

The board proposes that the 2021 net loss will be transferred to accumulated losses.

Financial position, cash flow, and liquidity

As of 31 December 2021, LINK’s total assets amounted to NOK 10 540 million (NOK 7 700 million), of which intangible assets were NOK 8 561 million (NOK 5 806 million). Intangible assets are mainly comprised of goodwill equal to NOK 5 615 million (NOK 3 983 million). Trade receivables and other receivables amounted to NOK 905 million (NOK 749 million) and cash and cash equivalents to NOK 844 million (NOK 952 million). Total equity was NOK 5 090 million (NOK 4 304 million) and constituted of NOK 1 million in share capital, a share premium of NOK 5 802 million, and NOK 714 million in accumulated losses and translation differences. Long-term liabilities were NOK 4 317 million (NOK 2 425 million) and consisted mainly of a EUR 370 million bond maturing in December 2025.

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The total cash flow from operating activities was NOK 2,036 million (NOK 660 million) and is relating to the acquisition of AMM Denmark.

Cash flow from investing activities was NOK 2009 million (NOK 660 million) of which the acquisition of Message Broadcast LLC was NOK 1,583 million (NOK 1,135 million).

Cash flow from financing activities amounted to NOK 1 583 million (NOK 1 135 million), largely stemming from a tap issue of EUR 170 million in June 2021.

Risks

LINK has experienced the challenges of successful implementation of LINK’s business strategy or manage its growth effectively.

Market risk, competitive risk, financial risk, and other operational risks.

The below section describes how the Global Leadership Team (GLT) evaluates and mitigates these risks and includes comments on the risks related to the global pandemic, and the geopolitical uncertainty that has evolved in 2022.

Market risk

LINK’s risks related to its customers and competition, hereunder loss of contracts and opportunities, are managed under the headline of market risk. LINK is operating in the CPaaS market which is transitioning from the A2P SMS market via multichannel offerings to omnichannel solutions. The evolution of SMS to RCS and new OTT options like WhatsApp, Facebook Messenger, or Viber enables brands to communicate with their customers on many channels in a richer format. An omnichannel offering hands the channel choice to the customer as the brands facilitate all types of customer-originated communication. The A2P SMS market has traditionally grown by more than 10% annually and continues to do so through adoption in new markets and industries and increased usage in more mature segments. As the new channel technologies offer vast new opportunities for value creation, the new CPaaS market will however be small in comparison to the more penetrated A2P SMS market. The timeline to reach critical mass remains uncertain and a risk for overall high growth in the industry. A channel-agnostic approach limits this risk for LINK as the company is versatile to adopt channels and solutions as they mature and gain traction in the market.

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LINK Mobility Group Holding ASA
Annual report 2021

Financial risk

LINK’s risks related to its customers and competition, hereunder loss of contracts and opportunities, are managed under the headline of market risk. LINK is operating in the CPaaS market which is transitioning from the A2P SMS market via multichannel offerings to omnichannel solutions. The evolution of SMS to RCS and new OTT options like WhatsApp, Facebook Messenger, or Viber enables brands to communicate with their customers on many channels in a richer format. An omnichannel offering hands the channel choice to the customer as the brands facilitate all types of customer-originated communication. The A2P SMS market has traditionally grown by more than 10% annually and continues to do so through adoption in new markets and industries and increased usage in more mature segments. As the new channel technologies offer vast new opportunities for value creation, the new CPaaS market will however be small in comparison to the more penetrated A2P SMS market. The timeline to reach critical mass remains uncertain and a risk for overall high growth in the industry. A channel-agnostic approach limits this risk for LINK as the company is versatile to adopt channels and solutions as they mature and gain traction in the market.

As expected, some margin pressure is observed for simple use cases like one-time passwords (OTP), wholesale SMS, and basic mobile payment services. LINK is only to a limited degree exposed to simple use cases as the company’s strategy has always been towards enterprise solutions. This strategy results in a very low customer churn and growing recurring revenue. LINK did not experience material margin pressure for enterprise solutions in 2021 and will continue its enterprise customer focus on innovative CPaaS solutions to increase margins. By being the leading provider and thus the largest buyer of SMS in its markets. LINK can purchase SMS from telecom operators at favorable prices. Additionally, LINK’s position ensures priority from the operators, which secures high quality in terms of deliverability. LINK’s subsidiaries operate using their local currencies.Revenue and cost for transactions are usually carried out in the same currency. This natural hedge reduces the currency risk and protects margins. There is, however, a translation effect to LINK’s reporting currency NOK as exchange rate risk in relation to its 5-year EUR 370 million outstanding bond. The bond was issued at an original size of EUR 200 million on 15 December 2020 and upsized by EUR 170 million in a private placement to qualified investors on 22 October 2021. The bond has a maturity date of 22 October 2026 and is listed on the Oslo Stock Exchange and LINK considers its liquidity risk to be limited and the refinancing risk to be manageable as it has a significant cash position and is profitable. LINK saw marginal losses on trade receivables in 2021 and has established provisioning processes and credit management and is evaluating potential M&A agenda. LINK saw marginal losses on trade receivables in 2021 and has established provisioning processes and credit management and is evaluating potential M&A agenda.

Operational Risk

Acquisition risk

Value creation through the acquisition of businesses requires the successful purchase of suitable companies at sound multiples and well-managed integrations to realize synergies and scale advantages. Failure to realize synergies or winner’s curse through overpayment for acquisitions can lead to impairment of goodwill and intangible assets, negatively impacting the company’s financial performance and equity. LINK’s acquisitions are subject to board approval and due diligence processes. The board has established routines and procedures regarding possible takeovers. This procedure does not include any content regarding countermeasures like poison pills or other defense measures to hinder a possible takeover of the group.

Please refer to the section “LINK grows fast and creates value through core business M&A” in this report.

IT Risk

IT risk includes risks related to LINK’s architecture, data management, information security, software development, internal infrastructure and IT Services, business IT and processes, and external threats, hereunder cyber incidents. IT risk is managed by central IT functions under the authority of the CEO. LINK’s IT systems are managed by a central IT function and procedures for subsidiaries to implement locally. The central IT function provides support and counseling to local entities depending on requirements in the covered areas. LINK is taking steps to enhance and increase focus on the efforts to minimize the potential loss caused by inadequate or failed internal processes, or from external or internal incidents. Processes to manage the causes or mitigating the impacts of risks in these areas are therefore continuously implemented. In 2021, the following actions should be noticed:

• Alignment on group level of the process to perform penetration testing on LINK’s platforms
• Structuring of LINK’s approach to documenting its information security management system
• Groupwide implementation of incident management processes

Legal & compliance risk

Financial and compliance risk relates to potential losses arising from non-compliance with laws and regulations. This can be due to a lack of awareness or misunderstanding of, ambiguity in, or indifference to, the way laws, regulations, and commitments apply to LINK. Legal & compliance risk at LINK is managed by a group function under the authority of the CEO. LINK’s processes are based on a top-down approach, with specific compliance requirements and procedures for subsidiaries to implement locally. The legal function provides support and counseling to local entities depending on requirements in the covered areas, hereunder areas such as contract alignment and negotiation, GDPR compliance, compliance with anti-money laundering regulations, fair competition, and supplier due diligence.

LINK’s Compliance function has implemented policies, guidelines and procedures to ensure compliance with laws and regulations and is taking steps to ensure adherence to material topics under the “Sustainability” section of this report. Internal annual audits are performed for compliance with GDPR. Policies are accessible to employees at the LINK Intranet, and training is provided.

Operational Risk

Operational risks at LINK include risks related to human rights, health and safety, security, and leadership and organization. The area thus covers people, buildings, assets, internal structures, and external events. The safety of all employees is a key priority throughout LINK from headquarters to every local subsidiary. The development of a skilled organization with regards to leadership and key area competence is crucial for LINK’s competitiveness, and therefore a top priority.

Recruitment, training, and people management, as well as dedication to equality and diversity, are areas that are continuously developed to ensure growth and robustness in the organization. LINK is taking steps to enhance and increase focus on its efforts to minimize potential losses from inadequate or failed internal processes or from external events. Processes to manage the causes or mitigate the impacts of risks in these areas are continuously implemented. In 2021, the following actions should be noticed:

• LINK’s introduction of a group-wide CRM system to ensure alignment with group-wide processes and policies, and mitigating negative impact through detective controls
• LINK’s centralization and structuring of insurance to ensure adequate coverage is aligned in all areas

Global pandemic

The coronavirus pandemic continued to be a challenge last year and led to numerous government restrictions and lockdowns across LINK’s footprint. This was particularly challenging for the retail sector and negative effects were observed throughout the year. LINK’s growth rates will vary between quarters in 2022 as the lockdowns in 2021 resulted in high and volatile revenue. The underlying growth in the messaging business in Europe and in the U.S. was however an asset and helped to reduce the effect of lower retail volumes. Longer-term, the pandemic is likely to have accelerated the secular digitalization trend with numerous new use cases created especially within public services and healthcare. Successful mass vaccinations have enabled most European countries to reduce or remove restrictions fully as of the end April 2022, which gives hope for more normal activity levels throughout this year.

Geopolitical uncertainty

LINK has no direct business activities in Ukraine and Russia but did terminate a certain volume of messages on behalf of customers in these markets. The revenue shortfall, as most customers now have ceased operations in Ukraine and Russia, is immaterial compared to total group revenues. The heightened global uncertainty and the unprecedented economic sanction imposed on Russia are likely to be negative for world economic growth. This could have an indirect negative impact on LINK’s flexible and agile business model, serving customers of all sizes in numerous industries and geographies. As the various industries and markets are likely to experience different effects from these global shifts, the impact on LINK is likely to be mitigated. LINK’s IT security team has assessed its exposure to cyber incidents because of the heightened geopolitical uncertainty, taking operations and stakeholders into account. The conclusion as of April 2022 is no major risk increase for LINK. As of the end of April 2022, LINK has observed a modest negative impact from reduced business activity in Poland. No direct negative effect from the unprecedented economic sanctions, affecting global energy and raw material markets, has been experienced by LINK.

Shareholders and shares

LINK issued new shares in 2021 related to acquisitions and a share-based remuneration program. Throughout the year, the number of shares in the company increased from 270,911,039 shares to 294,252,254 shares, of which 22,105,791 shares, or 95% were related to acquisitions.

On 10 May 2021, LINK acquired a Danish company in the Netherlands. In connection with the acquisition, the company issued a total of 1,226,637 new shares at a subscription price of NOK 54.76 per share. Following the issuance, the share capital of the company was NOK 1,360,688.38, comprising 272,137,676 shares, each with a nominal value of NOK 0.005.

On 17 May 2021, LINK acquired a Danish company in Denmark. In connection with the acquisition, the company issued a total of 1,723,310 new shares at a subscription price of NOK 43.70 per share. Following the issuance, the share capital of the company was NOK 1,377,742.875, comprising 275,548,575 shares, each with a nominal value of NOK 0.005. The acquisition of MarketingPlatform closed after the AMM acquisition below.

On 26th April 2021, LINK entered into an agreement to acquire approximately 81% of AMM, a mobile communications company listed on the AIM list of the Italian Stock Exchange. In connection with the acquisition, the company issued a total of 1,687,589 new shares at a subscription price of NOK 36.78 per share. Following the issuance, the share capital of the company was NOK 1,369,126.325, comprising 273,825,265 shares, each with a nominal value of NOK 0.005. The acquisition of AMM closed before the MarketingPlatform acquisition above.# LINK Mobility Group Holding ASA Annual report 2021

Report from the board of directors 67

In November 2021, 1,235,424 new shares were issued as part of the share-based restricted stock units (RSUs) program. At year-end 2021, 2,261,444 new shares included in the program remained to be issued during 2022 and 2023. On 14th December 2021, LINK acquired the Spanish self sign-up (SSU) company Altiria. In connection with the acquisition, the company issued a total of 713,186 new shares at a subscription price of NOK 20.37 per share. Following the issuance, the share capital of the company was NOK 1,471,261.270, comprising 294,252,254 shares, each with a nominal value of NOK 0.005. At an extraordinary general meeting (EGM) on December 7th, the board was given the authorization to issue shares amounting to up to 10% of the share capital of the company to strengthen the equity position in relation to acquisitions. The board was also granted the option to acquire treasury shares up to a total of 5% of the share capital and in addition, provided the right to issue shares in relation to a management incentive program (MIP). The authorizations are valid until the annual general meeting in 2022. For shares relating to the MIP programs, please refer to note 8.

A LINK share represents one vote at the company’s general meeting. LINK does not have multiple share classes. The shares are freely tradable and to the knowledge of the board, there are no shareholders’ agreements in the company regarding the exercise of voting power or limiting trading in the shares in general. However, in connection with company acquisitions, major shareholders and shares issued to majority sellers can be subject to customary 12 – 18 months lockups from the time of completion. The company at year-end 2021 had close to 3,000 shareholders, of which the largest 10 shareholders combined controlled 2/3 of the company. Abry Partners, represented by Citibank as nominee, was the largest single shareholder with a 31.8% stake through subsidiary holdings. The LINK Mobility Group Holding ASA share closed at NOK 19.27 on the Oslo Stock Exchange at 31st December 2021.

Organization, workforce, and management

LINK’s workforce, coupled with its technology, is the most important asset both in terms of serving LINK’s customers of today and for the future development of the company. LINK’s employees are the key to our continued success and development. By focusing on people and technology, LINK has strengthened its ability to further develop and sell its products and services in the market through developing new modules and functionalities for its platform, and by strengthening its sales, and technology departments through reorganizing internal competencies and by recruiting new employees. Regional segments have also been restructured to maximize synergies. By the end of 2021, LINK had 714 employees. 34% of the total LINK workforce is women, compared to 34.6% in 2020. The Global Leadership Team (GLT) consists of 8 people, 2 women and 6 men. The working environment is regarded as positive. None of LINK’s subsidiaries or the parent company recorded work-related accidents that resulted in personal injury or property damage.

Board statement on corporate governance 68

This statement forms part of the board of directors’ report and describes the foundation and principles for LINK’s corporate governance structure. Further information can be found at LINK ’s website (linkmobility.com) and in the “Sustainability” section of this report. LINK believes in transparent corporate governance processes, and that good corporate governance is crucial for efficient operations and for safeguarding the interests of shareholders, employees, and other stakeholders.

1. Applicable legislation and principles

LINK is subject to corporate governance reporting requirements according to the Norwegian Accounting Act, section 3-3b, Issuer Rules by the Oslo Stock Exchange (Oslo Rulebook II – Issuer Rules, Chapter 4.4), and the Norwegian Code of Practice for Corporate Governance (“Code”). The regulations are openly available on www.lovdata.no, www.oslobors.no, and www.nues.no, respectively. The structure of this statement shall follow the structure of the Code and will specify under each section either how the board of LINK adheres to the Code or provide explanations in areas where it does not fully comply. LINK has adopted and implemented a corporate governance policy to safeguard the interests of the company’s shareholders, employees, customers, and other stakeholders. These policies and associated rules and practices are intended to create increased predictability and transparency and thus reduce uncertainty related to the business. LINK’s Corporate Governance Policy as adopted by the board on September 7th, 2020, with revisions made on December 7th, and the Code of Conduct for the Nomination Committee is presented in the annual report.

2. Business

As described in its Articles of Association, LINK itself or through its group of subsidiaries, develop and operate software for mobile telephone services to private and public businesses. Please refer to “Market position and development” in the board of directors report above for more on LINK’s business. LINK’s Articles of Association are published in full on the company’s website (linkmobility.com).

The Board of Directors of LINK Mobility Group Holding ASA has the overall responsibility for ensuring that the company and its subsidiaries are managed in accordance with applicable laws and regulations, and for pursuing the company’s stated strategy and business objectives. The board is responsible for the strategic direction and for ensuring that the company has sound internal control and risk management systems in place. The board shall oversee the day-to-day management of the company through the CEO and the executive management, and shall ensure that the company’s operations are conducted in a manner that is consistent with its ethical guidelines and corporate values. The board meets regularly throughout the year to review the company's performance, discuss strategic initiatives, and address any significant issues that may arise. The board's activities include, but are not limited to, reviewing and approving the annual budget, monitoring financial results, and assessing market conditions. In addition, the board ensures that social, and environmental considerations into account when performing such deep dives.

The Board of Directors oversees the company's risk management and internal control processes, and regularly reviews the company's financial reporting and accounting practices to ensure accuracy and compliance. The Board of Directors also ensures that LINK fully complies with the Code.

3. Equity and dividends 69

LINK’s board is responsible for ensuring that the company's equity and dividends policies are aligned with the company's long-term financial strategy and the interests of its shareholders. Dividend Policy is published on LINK’s homepage under corporate governance, key documents. LINK fully complies with the Code.

4. Equal treatment of shareholders

All LINK shareholders are treated equally. If the board of directors was to carry out an increase in share capital and waive the pre-emption rights of existing shareholders, the reasoning would be fully transparent and publicly disclosed in a stock exchange announcement. Any transactions the company carries out in its own shares will be carried out either through the stock exchange or at prevailing stock exchange prices. In the case of limited liquidity in the company’s shares, LINK will consider other ways to ensure equal treatment of all shareholders. LINK fully complies with the Code.

5. Shares and negotiability

LINK does not limit any party’s ability to own, trade, or vote for shares in the company. In the unlikely event that this was not to be the case, LINK will provide an account of any restrictions on owning, trading or voting for shares in the company. LINK fully complies with the Code.

6. General meetings

In accordance with LINK’s Articles of Association, all shareholders with shares acquired before the company’s most recent annual general meeting have the right to attend and vote at the company’s general meetings. The annual general meeting shall resolve the annual accounts and other matters that the general meeting is required by law or the articles of association to resolve. All shareholders are invited to the general meeting within the deadlines that follow from law and the Articles of Association. Information regarding the agenda and any proposals from the board of directors or shareholders will be sent to all shareholders in advance of the meeting, and information on how to register and vote is shared in the invitation and/or by reference to the documents publicly available at LINK’s website. Deadlines for shareholders to give notice of their intention to attend the meeting are set as close to the date of the meeting as possible. Members of the board of directors attend the general meeting to the extent it is practically possible and in accordance with the goal of minimizing travel. The chairman of the board of directors, or a board member who represents the chairman, shall in all cases attend the general meeting. The chairman of the nomination committee shall attend the general meeting in person or by representative.

The general meeting elects a chairman for the general meeting and shall be able to elect an independent chairman. Shareholders can vote on each individual matter, including on each individual candidate nominated for election. Shareholders who cannot attend the meeting in person are given the opportunity to vote beforehand or give proxy to do so, through a form provided with the invitation, where each individual matter can be voted over separately. LINK has not adopted any special procedures regarding the general meeting that deviates from provisions applicable for Norwegian public limited liability companies that are listed on the Oslo Stock Exchange. LINK fully complies with the Code except for the board of directors and nomination committee attendance. As LINK has a goal of reducing all its travel to the largest extent possible, board members shall attend the general meeting only to the extent necessary.

7. Nomination committee

LINK’s Articles of Association provides that LINK shall have a nomination committee comprising of two to three members elected for two years by the general meeting of LINK, which shall be independent of the board and executive management to ensure that all shareholders’ interests are taken into account. 70The current members of the nomination committee are Tor Malmo (Chairman) and Oddny Svergja. The members are not part of LINK’s board or personnel. The general meeting sets guidelines for the duties of the nomination committee, as well as its remuneration. The nomination committee’s duties are to propose candidates for election to the board and to propose remuneration to be paid to such candidates. The nomination committee is in contact with shareholders, the board of directors and the company’s executive personnel as part of its work on proposing candidates for election to the board. LINK fully complies with the Code.

8. Board of directors’ composition and independence

The composition of the board of directors shall ensure that the board can attend to the common interests of all shareholders and meet the company’s need for expertise, capacity, and diversity. LINK’s Articles of Association stipulate that the company shall have a board consisting of 5 to 9 members elected by the general meeting. The Articles of Association further determine that the chairman of the board shall be elected for two years by the general meeting. The composition of the board of directors shall ensure that it can operate independently of any special interests. The majority of the shareholder-elected members of the board of directors shall thus be independent of the company’s executive personnel and material business connections. In addition, at least two of the members of the board must be independent of the company’s major shareholders. For the purposes of the LINK Corporate Governance Policy, a major shareholder shall mean a shareholder that controls 10% or more of the company’s shares or votes. Members of the board are, however, encouraged to own shares in the company. The board of directors does not include executive personnel. There were 6 members on the board through 2021, 3 women and 4 men. With the exception of the chairman, who is elected for two years, each board member is elected for one year at the annual general meeting.

Overview of the Board of Directors

The names and positions of the Board members are set out in the table below.

Name	Position	Served since	Term expires	Independence
Jens Rugseth	Chairman	2005	2022
Robert Joseph Nicewicz Jr	Board member	2018	2022
Charles Joseph Brucato III	Board member	2019	2022
Ralph Paul Choufani	Board member	2019	2022
Katherine Ji-Young Woo	Board member	2020	2022
Grethe Viksaas	Board member	2020	2022	Yes
Sara Murby Forste	Board member	2020	2022	Yes

9. The work of the board of directors

The board of directors has issued instructions for its own work and the CEO’s work, the current version is dated December 7th, 2021. The board and CEO instructions have a particular emphasis on clear internal allocation of responsibilities and duties. The instructions state how the board of directors and executive management handle agreements with related parties, including whether an independent valuation must be obtained, and that any such agreement will be presented in the annual report. The board of directors considers any material interests held by board members or executive personnel. If the chairman should be personally involved in a matter, another board member would chair the consideration of such matter. No such matters have been managed in 2021. The board of directors evaluates its performance and expertise annually.

The board held 31 meetings in 2021 and arranged two general meetings. The average board meeting attendance by members was 100%. The Board of directors has set out three sub-committees, as described below. The table shows the board members’ memberships in the committees

Name	Audit committee members	Remuneration committee members	M&A Committee members
Jens Rugseth
Robert Joseph Nicewicz Jr
Charles Joseph Brucato III
Ralph Paul Choufani
Katherine Ji-Young Woo
Grethe Viksaas	X
Sara Murby Forste		X

Audit committee

In accordance with the Public Companies Act, LINK has established an audit committee consisting of board members who are independent of management, and who are appointed for a two-year term. The current version of the audit committee’s instructions is from December 7th, 2021. The audit committee shall follow up on the company’s financial reporting and risk, maintains ongoing contact with LINK’s elected auditor regarding the audit of the annual accounts and evaluates and monitors the auditor’s independence, and monitors compliance with legal and regulatory requirements.

Remuneration committee

LINK has a remuneration committee that consists of board members who are independent of management, and who are appointed for a two-year term. The remuneration committee’s instructions is from September 7th, 2020. The remuneration committee prepares remuneration guidelines for executive personnel including the main principles for the company’s remuneration policy. The guidelines are communicated to the annual general meeting (AGM). The remuneration committee may liaise with external compensation consultants. The remuneration of senior executives is currently threefold.

Remuneration is paid in cash and share-based incentives linked to share price performance.

M&A committee

LINK has an M&A committee that consists of board members and members of the company’s management. The M&A committee acts as a preparatory and advisory body to support the board in the process of mergers and acquisitions. LINK fully complies with the Code.

10. Risk management and internal control

LINK’s risk management and internal control activities are integrated with its corporate strategy and part of the business planning processes in all areas. The Global Leadership Team (GLT) is responsible for risk management at LINK, subject to directions and approval from the board of directors. Risk management is an integral part of LINK’s business, and it is therefore performed in cooperation with operative teams in all parts of the organization. The daily management activities that form part of, and follow, the risk management processes are held by the operative teams in LINK. LINK’s audit committee and board are informed of the processes, and the board annually assesses the system for internal control. The board assesses the internal control system, and the board annually assesses the system for internal control as the basis for management execution, controls, and resource allocation within each risk area. LINK is in the process of strengthening its internal control as part of its strategy #LINK25, to ensure compliance in the group, hereunder by extending its abilities to provide support through tools and resources, and by increasing training and internal audits. LINK’s operative processes support the consolidation of information from all parts of the group and lead to the identification of new risks, as well as the evaluation of existing risks.

Risk management and internal control activities are integrated in the group’s strategy, financial reporting, IT and legal & compliance, and each area provides support and information from group level to operative teams, as well as to all business units. The relevant policies are implemented by the operative teams in support of their day-to-day work. Policies are accessible to employees at the LINK Intranet, and training is provided by area. Please refer to “Risks” in the board of directors report above for an overview of the risk areas. LINK fully complies with the Code.

11. Remuneration of the board of directors

The remuneration policy for the board of directors is that the board of directors receives annual fixed remuneration. The remuneration of the board of directors is not linked to the company’s performance, and share options are not granted to members of the board. LINK fully complies with the Code.

12. Salary and other remuneration for executive personnel

The current guidelines for remuneration of executive management were proposed to the general meeting in December 2021 and adopted by the board. The guidelines are published and available on LINK’s website under LINK-ASA-Guidelines-rem-exec-mngmt.pdf (linkmobility.com).

The remuneration of executive management is fixed and not dependent on variable amounts, however, without an absolute limit. LINK fully complies with the Code.

13. Information and communication

The board of directors has established guidelines for communication and information based on openness and equal treatment of all stakeholders. The board has established guidelines for LINK’s contact with shareholders beyond general meetings, including a dedicated investor relations professional and management meetings in relation to quarterly reporting. LINK fully complies with the Code.

14. Takeovers

The board of directors has established guidelines for the event of a take-over bid. In the case of a bid, the board has an independent responsibility to ensure that shareholders are treated equally and that business activities are not disrupted unnecessarily.# Report from the board of directors

If an offer were to be made for LINK’s shares, the board would issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The board will ensure shareholders are fully informed and have adequate time to consider the offer. The board’s recommendation will make it clear whether the views expressed are unanimous or specify the basis on which the recommendation is made, and the director(s) who dissented will be identified. The board will respond to the offer no later than five days before the offer expires, and the response will be made by the shareholders in an extraordinary general meeting (EGM). LINK fully complies with the Code.

15. Auditor

The auditor submits the main features of the plan for the audit of the company to the audit committee annually, in time for the committee to review before processing by the board. The auditor is invited to board meetings where the annual accounts are dealt with. At these meetings, the auditor reports on any material changes in the company’s accounting principles and internal controls, and reports all material matters on which there has been disagreement between the auditor and the executive management of the company. The board of directors reviews the company’s internal control procedures with the auditor annually. The board of directors has guidelines in respect of the use of the auditor by the company’s executive management for services other than the audit. PWC has been the auditor of LINK since 2019. In the last decade, the group has had 2 auditors. LINK fully complies with the Code.

Insurance

MATERIALITY AND RESPONSIBILITY: The Board of Directors, the CEO and group management, in addition to any employee acting in a managerial capacity. The insurance includes LINK Mobility’s subsidiaries. The insurance policy is issued by a reputable, specialized insurer with appropriate rating, and is intended to cover LINK Mobility’s directors and officers liability from claims made against them in respect of actual or alleged acts in their capacity as directors and officers.

Environmental, social, and governance (ESG)

LINK is committed to maintaining high ethical standards with regard to values and ethics in order to secure a sound corporate culture and to preserve LINK by helping the employees to promote standards of good business practice. LINK aspires to be a responsible company in terms of labor standards and equality and to become leading in terms of ESG. Please refer to the “Sustainability” section earlier in this report.

Forward looking statement

LINK’s strong growth is expected to continue as the company is a global leader in CPaaS solutions and services. As LINK expands its go-to-market (GTM) initiatives and launches new products, demand is expected to support even higher growth. LINK is also executing on its M&A strategy with several acquisitions closed in Europe and expansion to the U.S. last year. The global pandemic has been a particular challenge for the retail sector and negative effects were still observed in the fourth quarter of last year with moderate volumes from retail in France. This has directly reduced LINK’s medium-term growth rate and the pandemic has also delayed the GTM expansion across the footprint. The adoption of CPaaS products has also been more incremental in this period than initially assumed.

LINK’s growth is expected to be driven by the continuing strong demand for CPaaS solutions and GTM roll-out. Growth rates may however vary between quarters in 2022 as 2021 was impacted by lockdowns, resulting in high and low comparables. For full-year 2022, the net retention rate is expected to increase by 3% based on current market adoption of CPaaS solutions and GTM roll-out. The US market is expected to show strong growth in H2 2022 with a normal season for high margin critical events messaging in the US. Potential additional growth through M&A will be accretive to LINK’s valuation and deleveraging or at least supporting strong growth through acquisitions. For these purposes, LINK has also signed a purchase agreement to acquire the remaining 50% of the shares in the company and will also focus on further acquisitions and divestments.

LINK retains its long-term 2024 forward-looking revenue and margin statement and commitment to its 20% annual growth target in a mature CPaaS market with S-curve adoption of omnichannel solutions. The board of directors appreciates and emphasizes uncertainty in relation to assessments of expected future development.

Forward looking statement	Pro forma revenue	Pro forma adjusted EBITDA margin
2024	10,000	15-17%

Amounts are in million NOK

Ralph Paul Choufani
Board member

Guillaume Alain Van Gaver
Chief Executive Officer

Jens Rugseth
Chairman of the board

Sara Murby Forste
Board member

Charles Joseph Brucato III
Board member

Katherine Ji-Young Woo
Board member

Robert Joseph Nicewicz Jr
Board member

Grethe Helene Viksaas
Board member

LINK Mobility Group Holding ASA Annual report 2021

Consolidated income statement

For the period ended 31 December
(Amounts in NOK 1000)

Note	2021	2020
Revenue	6	4,410,136
Total operating revenue		4,410,136
Direct cost of services rendered		-3,209,707
Payroll and related expenses	8	-579,045
Other operating expenses	9	-316,867
Depreciation and amortization	7, 13, 14	-337,706
Total operating expenses		-4,443,325
Operating profit (loss)		-33,189
Finance income and finance expenses
Net currency exchange gains (losses)	10	99,745
Net interest expense	10	-127,518
Net other financial expenses	10	13,291
Total finance income (expense)		-14,481
Loss before income tax		-47,670
Income tax	22	-29,891
Loss for the period		-77,561
Loss attributable to:
Owners of the company		-77,561
Earnings per share (NOK/share):
Earnings per share (NOK/share):	11	-0.26
Diluted earnings per share	11	-0.26

The accompanying notes are an integral part of these financial statements.

Consolidated statement of Comprehensive Income

For the period ended 31 December
(Amounts in NOK 1000)

	2021	2020
Profit (loss) for the period	-77,561	-328,006
Other comprehensive income
Items that may be reclassified to profit or loss
Translation differences of foreign operations	-113,432	134,373
Gains and losses net investment hedge	45,743
Tax on OCI that may be reclassified to P&L	-10,063
Other comprehensive income for the period	-77,753	134,373
Total comprehensive income for the period	-155,314	-193,632

Consolidated statement of financial position

(Amounts in NOK 1000)

	2021	2020
ASSETS	Note
Goodwill	5, 13	5,614,510
Other intangible assets	5, 13	2,946,506
Deferred tax asset	22	142,944
Equipment and fixtures	14	20,485
Right-of-use assets	7	64,398
Other non-current assets		3,011
Total non-current assets		8,791,854
Trade and other receivables	15, 18	904,923
Cash and cash equivalents	16, 18	843,618
Total current assets		1,748,540
TOTAL ASSETS		10,540,394
EQUITY AND LIABILITIES
Share capital		1,471
Share premium and other reserves		5,802,356
Accumulated translation differences		181,994
Retained earnings (accumulated losses)		-896,264
Total equity	17	5,089,557
Liabilities
Long-term borrowings	18, 19	3,696,470
Lease liabilities	7, 18, 19	45,040
Deferred tax liabilities	22	556,961
Other long-term liabilities	18	18,792
Total non-current liabilities		4,317,263
Short-term borrowings	18, 19	24,423
Lease liabilities	7, 18, 19	16,906
Trade and other payables	18, 21	1,062,618
Income tax payable	22	29,627
Total current liabilities		1,133,574
Total liabilities		5,450,837
TOTAL EQUITY AND LIABILITIES		10,540,394

The accompanying notes are an integral part of these financial statements.

Ralph Paul Choufani
Board member

Guillaume Alain Van Gaver
Chief Executive Officer

Jens Rugseth
Chairman of the board

Sara Katarina Murby Forste
Board member

Charles Joseph Brucato
Board member

Katherine Ji-Young Woo
Board member

Robert Joseph Nicewicz Jr
Board member

Grethe Helene Viksaas
Board member

The Board of Directors of LINK Mobility Group Holding ASA
Oslo, 28 April 2022

Consolidated statement of Changes in Equity

For the period ended 31 December
(Amounts in NOK 1000)

Note	Share capital	Share premium	Currency translation reserve	Retained earnings (accumulated losses)	Total equity
Balance at 01 January 2020	1,081	2,725,406	125,374	-511,713	2,340,149
Profit (loss) for the period	-	-	-	-328,006	-328,006
Other comprehensive income (loss) for the period, net of income tax	-	-	134,373	-	134,373
Total comprehensive income for the period	-	-	134,373	-328,006	-193,632
Issue of ordinary shares	286	2,538,146	-	-	2,538,432
Redemption of preference shares	-13	-411,744	-	-	-411,757
Share based payment	-	30,704	-	-	30,704
Balance at 31 December 2020	17	1,355	4,882,513	259,748	-839,718
Balance at 01 January 2021	1,355	4,882,513	259,748	-839,718	4,303,897
Profit (loss) for the period	-	-	-	-77,561	-77,561
Other comprehensive income (loss) for the period, net of income tax	-	-	-77,753	-	-77,753
Total comprehensive income for the period	-	-	-77,753	-77,561	-155,314
Issue of ordinary shares	117	785,339	-		# Consolidated statement of cash flows
## For the period ended 31 December
(Amounts in NOK 1000)

Note	2021	2020
Cash flows from operating activities
Loss before income tax	-47,670	-404,829
Adjustments for:
Taxes paid	-57,224	-41,431
Finance income (expense)	10	14,483
Depreciation and amortization	7, 13, 14	337,706
Share based payment expense		134,505
Net gain from disposals		-88
Change in trade and other receivables		-115,968
Change in trade and other payables		93,529
Change in other provisions		-3,328
Net cash flows from operating activities		355,944
Cash flows from investing activities
Payment for equipment and fixtures	14	-2,506
Payment for intangible assets	13	-137,453
Payment for acquisition of subsidiary, net of cash acquired	5	-1,869,208
Disposal of subsidiary		62
Purchase price adjustment acquisition of subsidiary	10	-
Net cash flows from investing activities		-2,009,105
Cash flows from financing activities
Proceeds on issue of shares		60,807
Repayment of equity		-
Other financial items	19	-
Proceeds from borrowings	19	1,670,021
Repayment of borrowings	19	-40,898
Interest paid		-110,076
Principal elements of lease payments		-11,379
Net cash flows from financing activities		1,568,476
Effect of foreign exchange rate changes		-23,840
Net change in bank deposits, cash and equivalents		-108,525
Cash and equivalents at beginning of period		952,144
Cash and equivalents at end of the period		843,618

The accompanying notes are an integral part of these financial statements.

Financial statements 2021

Note 1 General information

LINK Mobility Group Holding ASA is the parent company of LINK Mobility Group AS, and is headquartered in Oslo, Norway. LINK is Europe’s leading provider of mobile and CPaaS solutions specializing in messaging, digital services, and intelligent data usage. LINK Mobility Group Holding ASA owns 100% of LINK Mobility Group AS, which in turn owns 100% the LINK subsidiaries. The Group’s subsidiaries as at 31 December 2021 are listed below.

Name of entity	Date of acquisition	Place of business / country of registration	Ownership interest
LINK Mobility Group AS	09/10/2018	Oslo, Norway	100 %
LINK Mobility AS	09/10/2018	Oslo, Norway	100 %
LINK Mobility USA AS	27/05/2021	Oslo, Norway	100 %
BK Invest Alpha GmbH¹	16/11/2020	Vienna, Austria	100 %
LINK Mobility Austria GmbH¹	16/11/2020	Graz, Austria	100 %
Simple SMS GmbH	09/10/2018	Wels, Austria	100 %
Allterpay EOOD	29/07/2019	Sofia, Bulgaria	100 %
Tera Communications AD	29/07/2019	Sofia, Bulgaria	100 %
Teravoice EAD	29/07/2019	Sofia, Bulgaria	100 %
Link Mobility Development Hub EOOD	30/9/2016	Sofia, Bulgaria	100 %
LINK Mobility EAD	09/10/2018	Sofia, Bulgaria	100 %
LINK Mobility Holding Aps	11/03/2020	Copenhagen, Denmark	100 %
LINK Mobility A/S	09/10/2018	Copenhagen, Denmark	100 %
LINK Mobile A/S	09/10/2018	Copenhagen, Denmark	100 %
MarketingPlatform Aps	07/06/2021	Vejen, Denmark	100 %
LINK Mobility SIA	17/03/2020	Tallinn, Estonia	100 %
LINK Mobility Oy	09/10/2018	Tampere, Finland	100 %
Labyrintti International Oy	09/10/2018	Tampere, Finland	100 %
Inwave SAS	30/08/2019	Le Coteau, France	100 %
LINK Mobility SAS	09/10/2018	Paris, France	100 %
Multiwizz SAS	20/11/2018	Marseille, France	100 %
Netsize S.A.	09/01/2019	Boulogne- Billancourt, France	100 %
LINK Mobility GmbH	09/10/2018	Hamburg, Germany	100 %
GfMB Gesellschaft für Mobiles Bezahlen	09/10/2018	Hamburg, Germany	100 %
LINK Mobility Hungary Kft.²	08/12/2018	Budapest, Hungary	100 %
LINK Mobility Italia Srl³	09/10/2018	Milan, Italy	100 %
Netsize Societa’ A Responsabilita’ Limitada7	09/01/2019	Rome, Italy	100 %
AMM S.p.A.	31/05/2021	Arezzo, Italy	100 %
Matelab Srl	15/12/2021	Lecco, Italy	100 %
LINK Mobility SIA	09/10/2018	Riga, Latvia	100 %
Tismi B.V.	10/03/2021	Bunnik, Netherlands	100 %
Tismi Mobile B.V.	10/03/2021	Bunnik, Netherlands	100 %
LINK Mobility Sp.z.o.o	09/10/2018	Gliwize, Poland	100 %
Razvoen Centar na eMailPlatfor DOOEL	07/06/2021	Kumanovo, Republic of North Macedonia	100 %
Tera Communications DOOEL	29/07/2019	Skopje, Republic of North Macedonia	100 %
LINK Mobility SRL	02/10/2017	Bucharest, Romania	100 %
Teracomm RO SRL	29/07/2019	Bucharest, Romania	100 %
LINK Mobility Spain S.L.U.	09/10/2018	Madrid, Spain	100 %
Altiria TIC Sociedad Limitada	14/12/2021	Madrid, Spain	100 %
LINK Mobility AB	09/10/2018	Stockholm, Sweden	100 %
Netsize Internet Payment Exchange AB	09/01/2019	Stockholm, Sweden	100 %
Horisen Messaging AG	09/10/2018	Rorschash, Switzerland	100 %
LINK Mobility UK Limited	14/12/2018	Edinburgh, Scotland	100 %
Netsize UK Ltd.	09/01/2019	London, United Kingdom	100 %
Message Broadcast LLC	24/06/2021	Newport Beach, USA	100 %

¹ Collectively referred to as the WebSMS group or WebSMS. Sms.at Mobile Internet Services GmbH has become LINK Mobility Austria GmbH.
² Formerly Dream Interactive Ltd.
³ Archynet s.r.s. and SMS IT Srl were merged on 01.01.2021 to become LINK Mobility Italia Srl.
 Formerly Hay Systems Ltd.
 Netsize Espana S.L.U. is merged with LINK Mobility Spain S.L.U. on 31 December 2021.
 LINK Mobility EAD and Teravoice EAD are merged with Tera Communications AD on 27 January 2022.
 Netsize Societa’ A Responsabilita’ Limitada is merged with LINK Mobility Italia Srl on 31 December 2021.

Note 2 Adoption of new and revised International Financial Reporting Standards (IFRS)

A number of amended IFRS standards issued by the International Accounting Standards Board (IASB) and IFRS interpretations issued by the IFRS Interpretations Committee (IFRS IC) are effective for accounting periods commencing on or after 01 January 2021. The requirements arising from revised IFRSs or IFRIC interpretations are embedded in the recognition, measurement, presentation and disclosure of financial statements. These standards have been adopted from the date of establishment. The accounting policies adopted are described in Note 3.
Standards and interpretations affecting amounts reported in the current period
The accounting policies adopted, and methods of computation followed are consistent with the ones applied in the preparation of the previous financial statements. The adoption of the following standards and interpretations has not had any material impact on the disclosures or on the financial statements of the Group:
* Amendment to IFRS 16 concerning COVID-19-Related Rent Concessions beyond 30 June 2021
* Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2
No other new or amended standards or interpretations are expected to have a material effect on the Group. The IASB has issued the following standards and interpretations with a future effective date:
* Amendments to IAS 1 – Classification of Liabilities as Current or Non-current
* Disclosure of Accounting Policies
* Disclosure of Accounting Policies - [2023] IFRS Accounting Standards
New or amended standards that have effective date on 1 January 2023 or later have not been early adopted. Management will continue to follow the development of changes to Standards and Interpretations issued by the IASB throughout 2022.

Note 3 Summary of significant accounting policies

3.1 General information

LINK Mobility Group Holding ASA (“the Company”) is a limited liability Company incorporated in Oslo, Norway. The Company is registered with the Norwegian Companies Registry with organisation number 997 990 915. The registered office is located in Oslo, Norway. LINK Mobility Group Holding ASA is the parent company of the LINK Mobility Group AS. LINK Mobility Group AS provides services in mobile communication and specialises in mobile messaging services, mobile solutions, and mobile intelligence. LINK Mobility Group Holding ASA and its subsidiaries are regarded as “the Group”.# LINK Mobility Group Holding ASA Annual report 2021

3.2 Basis for preparation

The consolidated financial statements of LINK Mobility Group Holding ASA for the year ended 31 December 2021 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) adopted by the European Union. The financial statements have also been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway.

The consolidated financial statements have been prepared on the historical cost basis.

The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities. Significant accounting policies, critical accounting estimates and key sources of estimation variances are disclosed in Note 4 Critical accounting judgements and key sources of estimation variances.

The consolidated financial statements are presented in Norwegian kroner (NOK). All amounts are rounded to the nearest thousand, unless otherwise stated.

3.3 Principles of consolidation

The consolidated financial statements include the financial statements of the parent company and its subsidiaries, which are entities controlled by the Company. Control is achieved when the Group has power over the investee, is exposed, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect its returns through its power over the investee. The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control noted above.

The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances. The results of subsidiaries acquired or disposed of during the year are included in the income statement from the date when control is obtained and until control ceases, respectively. Intercompany transactions, balances, revenues, expenses and unrealised Group internal gains or losses are eliminated on consolidation. The presentation currency of the financial statement is Norwegian kroner (NOK). Amounts are rounded to nearest thousand, unless otherwise stated.

3.4 Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred and the identifiable assets acquired and liabilities assumed are recognised at their fair values at the date of acquisition. Acquisition-related costs are recognised in the income statement as incurred. Goodwill arising from an acquisition is recognised as an asset measured as the excess of the sum of the consideration transferred, the fair value of any previous held equity interest and the amount of any non-controlling interest in the acquiree over the net identifiable assets acquired and liabilities assumed. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable net assets, goodwillexceeds the fair value of the consideration transferred, the excess is immediately recognised in the income statement. Goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. A cash-generating unit to which goodwill is allocated is tested for impairment annually, or more frequently if there are indications that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset, although the carrying amount of an asset is not reduced below the higher of its fair value less costs to sell and its value in use. Impairment losses recognised on goodwill are not reversed in subsequent periods. When the consideration transferred by the Company in a business combination includes contingent consideration arrangements, the contingent consideration is measured at its acquisition date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments recognised in goodwill. Measurement period adjustments arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments are recognised in profit or loss. Assets acquired and liabilities assumed are recognised at their fair value at the acquisition date. Contingent liabilities are recognised at fair value if they are present obligations arising from past events and their fair value can be reliably measured. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or until the end of the reporting period in which the combination occurs, whichever is later, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

3.5 Current/non-current classification

All assets and liabilities are classified as either current or non-current. An asset is classified as current if:

• it is expected to be realised, or held to be sold or consumed, in the Group’s normal operating cycle, or
• it is held principally for the purpose of being traded, or
• it is expected to be realised within twelve months after the reporting period, or
• it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current if:

• it is expected to be settled in the Group’s normal operating cycle, or
• it is held principally for the purpose of being traded, or
• it is due to be settled within twelve months after the reporting period, or
• the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

3.6 Revenue recognition

Revenues are recognised when services are rendered and measured based on the consideration to which the Group expects to be entitled in a contract with a customer net of discounts and sales related taxes. The Group recognises revenue when it transfers control of a product or service to a customer.

When another party is involved in providing goods or services to a customer, the Group determines whether it is acting as a principal or an agent. The Group is acting as a principal when it has control of the goods or services before they are transferred to the customer and it has the primary responsibility for fulfilling the promise to the customer. The Group is acting as an agent when it arranges for another party to provide the goods or services to the customer, and the Group does not have control of the service, the Group is considered an agent in the transaction. Revenues primarily comprise sale of services that enable customers to communicate by mobile phone with their customers. To be able to render these services, the Group needs to obtain services from one or more telecommunication operators. Cost incurred that are directly related to the provision of a specific service to a customer, and that can be identified as such, are recognised as cost of sales. Other costs incurred in the provision of services are expensed in the period in which the related revenue is recognised. The services rendered are split into the following groups:

Type of service	Timing of recognition	Measurement of revenue
Mobile messaging transactions	The Group provides mobile messaging services via SMS and other messaging channels such as Apps, Facebook, Messenger, WhatsApp and email. Revenue from messaging is recognised when the message service has been provided; when the messages are delivered to the recipient.	The revenue is based on the price specified in the sales contract, net of discounts and value added tax.
Payment services	The Group offers payment solutions where the customer can get their customers (the end users) to pay for services by charging their mobile phone account or credit/debit card. As payment for these services, the Group is entitled to remuneration related to the processed transactions/payment. Revenue is recognised when the payment service is rendered.	The Group acts as an agent for this type of service and the performance obligation is to arrange for the provision of services by another party. Consequently, only the income from the processed transactions is recognised as revenue.
Licences	License revenue consists of revenue from monthly fees paid by customers for access to Group platforms and solutions. No proprietary rights are transferred to the customer. The revenue is recognised throughout the duration of the license agreement.	The revenue is based on the price specified in the sales contract, net of discounts and value added tax.
Consulting services	Revenue from consulting services is recognised in the accounting period during which the services are rendered.	The revenue is based on the price specified in the sales contract, net of discounts and value added tax.

Transactions in currencies other than the entity’s functional currency are recognised at the rate of exchange on the date of the transaction. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the balance sheet date. Non-monetary items carried at fair value in foreign currencies are translated using the exchange rate at the date when the fair value was measured. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated after the transaction date. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are recognised in profit or loss. All other foreign exchange gains and losses are presented on a net basis in the income statement as other operating expenses. Exchange differences are recognised in the income statement in the period in which they arise.

Assets and liabilities of the Group’s foreign operations are translated to NOK at exchange rates on the reporting date. Income and expense items are translated to NOK at average exchange rates for the period, except for items where the exchange rate at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity. Goodwill and fair value adjustments arising from the acquisition of a foreign entity are considered as assets and liabilities of the foreign entity and translated at the closing rate. These exchange differences are recognised in other comprehensive income. On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation), or a disposal involving loss of control over a subsidiary that includes a foreign operation, all of the exchange differences accumulated in a separate component of equity in respect of that foreign operation are reclassified to profit or loss in the income statement. In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests and recognised as part of those non-controlling interests.

3.8 Intangible assets

Goodwill and intangible assets acquired in a business combination are recognised initially as set out in 3.4 Business Combinations above. Amortisation of intangible assets are based on the following estimated useful lives:

• Goodwill: Indefinite
• Tradename: 25 year
• Customer relations/contracts: 7-10 years
• Technology: 3-10 years

Goodwill is not amortised but is reviewed for impairment at least annually, or more frequently when there is an indication that the cash-generating unit to which goodwill has been allocated, may be impaired. Goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) that are expected to benefit from the synergies of the business combination. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to the goodwill and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a cash generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal in the income statement.

Intangible assets acquired in a business combination and recognised separately from goodwill, such as Tradename and Customer relations are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Externally acquired intangible assets are recognised initially at cost. Subsequent to initial recognition, externally acquired intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired in a business combination.

Internally generated intangible assets – Technology

Expenditure on research and development activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development of the Group’s technical platforms and products is recognised if, and only if, all the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure recognised from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditures are expensed as incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired in a business combination.

3.9 Equipment and fixtures

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is recognised using the straight-line method to reduce the cost of assets less their residual values over their useful lives. Depreciation commences when the assets are ready for their intended use. Estimated useful life, depreciation method and residual values are reviewed at least annually.

The useful life of equipment and fixtures is considered to be the passage of time. Residual value is estimated to be zero for all assets. Repair and maintenance are expensed as incurred. If new parts are capitalised, replaced parts are written off and recognised as loss on disposal. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from its use or disposal. Gains or losses on derecognition of an item of property, plant and equipment are recognised in profit or loss, and are determined as the difference between the sales proceeds and the carrying amount of the asset and is presented as other income or other expenses in the income statement.

3.10 Impairment of non-financial assets

At each reporting date, the Group reviews if there are any indicators that the carrying amounts of its tangible and intangible assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss, if any. In assessing impairment, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where future economic benefits are not readily identifiable, individual assets are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation can be made.

Impairment losses are recognised annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In estimating value in use, the projected cash flows have not been updated to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.# 3.11 Leases

At the inception of a contract, the company assesses whether the 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.

A lease liability is recognized at the commencement date and measured at the present value of the remaining lease payments, discounted using the company’s incremental borrowing rate at the commencement date. The lessee’s incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value of the right-of-use asset in a similar economic environment.

The Group has chosen to measure the Right-of-Use asset (RoU assets) at an amount equal to the lease liability for all leases by using the lessee’s incremental borrowing rate; the rate may differ from country to country. RoU assets are depreciated over the lease term as this is ordinarily shorter than the useful life of the assets. The lease term represents the non- cancellable period of the lease, together with periods covered by an option either to extend or to terminate the lease when the company is reasonably certain to exercise this option.

The Group applies the exemption for short term leases (12 months or less) and low value leases. As such, related lease payments are not recognized in the balance sheet but expensed or capitalized in line with the accounting treatment for other non-lease expenses. The inclusion of non-lease components may vary across different lease categories.

3.12 Government grants

The Group receives Government grant as part of the “Skattefunn” arrangement in Norway, which is an arrangement to stimulate research and development in Norway. The government grant is initially recognised as a deduction to the carrying amount of the relevant asset. The amount is subsequently recognised to the income statement on a straight-line basis over the estimated useful life of the related asset.

3.13 Financial Instruments

Fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. Where possible, instruments are valued using models and inputs which are directly observable in the market. Otherwise, significant inputs are unobservable, and the valuation technique will maximise the use of observable market data where it exists and rely as little as possible on management’s judgment and estimation.

Valuation techniques include:
* Discounted cash flow analysis (DCF) and other related valuation techniques.

The Group classifies its financial instruments, where relevant, at fair value through profit or loss (FVTPL), fair value through other comprehensive income (FVTOCI) and Financial liability at cost (FLAC). Currently, the Group does not have any financial instruments measured at FVTPL, FVTOCI and Financial liability at cost (FLAC).

The Group’s financial assets and liabilities are primarily comprised of trade and other receivables (FAAC), cash and cash equivalents, trade and other payables (FLAC), and borrowings (FLAC). Trade receivables and other current and non-current financial assets are recognised at amortised cost.

The Group adopts the impairment model in IFRS 9 Financial Instruments requires the recognition of impairment provisions based on expected credit losses (ECL). The Group recognises an allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect current conditions. It is calculated by taking into account the historic evidence of the level of credit losses experienced over the previous years and forward-looking information, such as macroeconomic factors and management assesses them not to be wholly or partially collectible.

Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and commercial papers with original maturities of three months or less.

Financial liabilities

Trade and other payables include trade payables and other current and non-current, non-derivative financial liabilities (net of any transaction costs), and subsequently measured at amortised cost using the effective interest rate method.

Borrowings are initially recognised at fair value (net of any transaction costs), and subsequently measured at amortised cost using the effective interest rate method. The effective interest rate is the rate that discounts estimated future cash payments, including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts into the present value of the net carrying amount of a financial liability. When the carrying amount of the financial liability is determined not to be recoverable, the difference between the carrying amount of the financial liability and the amount recoverable is recognised in profit or loss.

The Group’s financial liabilities are measured at amortised cost, except for those classified as FVTPL. The Group’s financial liabilities are measured at amortised cost.

3.14 Cash flow

The Group presents its cash flow statement using the direct method. The statement comprises cash flows from operating, investing and financing activities. Operating activities include both cash and non-cash line items. Interest received and paid, and dividends received, are reported as a part of operating activities. Dividends distributed are included as a part of investing activities.

Statement of cash flows

The reconciliation of net profit after tax to net cash flow from operating activities is presented below. Items such as depreciation and amortization are added back to net profit to arrive at operating cash flow. Changes in working capital accounts, such as inventories, receivables, payables, and provisions, are also adjusted for.

Non-cash transactions

Dividends paid on behalf of authorities.

3.15 Employee benefits

The Group operates a defined contribution pension plan (e.g. ADP4) for employees, contributing to pension funds managed by an insurance company. The Group has no legal or constructive obligations to pay further contributions to the pension plan, other than those arising from the service rendered by employees. The Group recognizes pension cost as an expense when employees have rendered service entitling them to the contributions. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

3.16 Taxation

Income tax expense represents the sum of the current and deferred income tax. The income tax expense is recognised in the income statement unless the tax effect relates to items recognised in other comprehensive income or directly in equity, in which case the tax effect is recognised in other comprehensive income or in equity, respectively.

Current tax is the expected tax expense on the taxable income for the year, using tax rates and laws which have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and liabilities are recognised, using the balance sheet method, for all temporary differences between the carrying amount of an asset or liability for financial reporting purposes and the amount used for taxation purposes. Deferred tax assets are recognised for the carry forward of unused tax losses and unused tax credits. Deferred tax is not recognised for temporary differences arising on initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are not discounted.# Deferred tax

A deferred tax asset is recognised for temporary differences, tax losses carried forward and unused tax credits, to the extent that it is probable that future taxable profit will be available against which the temporary differences, tax losses carried forward and unused tax credits can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be realised. Tax positions are regularly reviewed to identify situations where it is not probable that the taxation authorities will accept the tax treatment. All tax treatments are evaluated on a transaction basis or on a group of similar transactions basis, depending on which approach better predicts the resolution of uncertainty. If the Group concludes that it is not probable that the taxation authorities will accept the tax treatment, the Group assesses whether the taxation authorities will accept any amount of the tax treatment. This is done by using either the most likely amount or the expected value, depending on which method better predicts the outcome of the uncertainty. Uncertain tax treatment can affect both current tax and deferred tax. Current tax assets and current tax liabilities are offset when the legal right to offset exists and the Group intends to either settle the tax assets and the tax liability net or recover the asset and settle the liability simultaneously. Deferred tax assets and deferred tax liabilities are generally offset if there is a legally enforceable right to offset current tax assets and current tax liabilities.

Tax assets

Deferred tax assets are recognized for deductible temporary differences and unused tax losses to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and unused tax losses can be utilised. The Group’s current tax liability is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. A provision is recognised for those matters for which the tax determination is uncertain, but it is probable that the amount recognised in the financial statements will change. Deferred tax is recognized based on temporary differences between the carrying amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets arising from deductible temporary differences are recognized to the extent that it is probable that sufficient taxable profit will be available in the future against which the deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be realised. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax recognized in other comprehensive income or equity

Where deferred tax arises from items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Note 4 Critical accounting judgements and key sources of estimation variances

In the application of the Group’s accounting policies, as described in note 3 (summary of accounting policies), management is required to make judgements, estimates and assumptions concerning the future. The present accounting policies and estimates are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are considered to be relevant. Future events may cause these estimates to change and actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognised in the period when the changes occurred, if they apply to that period. If the changes also apply to future periods, the effect will be distributed between the current period and future periods.

Business combinations

The Group has applied IFRS 3 Business Combinations for its acquisitions of Tismi B.V. and Tismi Mobile B.V. for further details. In order to account for the business combinations and determine the fair value of the underlying assets and liabilities in accordance with IFRS 3, management has used judgemental estimation methods. The valuation is performed via a Business Enterprise Valuation (BEV). Intangible assets have been valued using the Multi Excess Earnings Method (“MEEM”) and Relief From Royalty Method (“RFR”). The methods are considered to be appropriate for the type of assets being valued (MEEM for customer relationships and RFR for technology and trade marks). The fair value of the acquired identifiable net assets is determined based on the BEV. If the fair value of the net assets acquired exceeds the purchase price, the difference is recognised as a gain in profit or loss. If the purchase price exceeds the fair value of the net assets acquired, the excess is recognised as goodwill.

• The remaining estimated useful life of customer relationships is between 7 and 10 years
• The remaining estimated useful life of technology is 10 years
• Revenue growth and EBITDA (earnings before interest, tax, depreciation and amortisation) margins are based on estimates of growth and margins in the respective companies

Estimated impairment of goodwill and other intangible assets

The carrying amounts of non-current tangible and intangible assets are assessed by means of impairment tests whenever there is an indication of impairment. Any impairment of goodwill is assessed at least annually. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require management to make assumptions about future cash flows, growth rates and discount rates in order to calculate present value. As of 31 December 2021, the amount of goodwill tested for impairment amounted to KNOK 5 614 510 (FY2020 - KNOK 3 982 843). No impairment losses were recognised in FY2021 (FY2020 - nil). Please refer to notes 3 (summary of accounting policies) and 17 (Intangible assets) for impairment testing methodology and results.

Deferred tax assets

Management judgment is required in determining provisions for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. The Group is also subject to income taxes in various jurisdictions. Judgment is required in determining the Group’s provision for income taxes. There may be transactions and calculations for which the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax liability and expense in the period in which such determination is made.

Purchase price of subsidiaries – earn-out

Periodically, the Group acquires subsidiaries where the preliminary purchase price is based on an expected future performance of the acquired company. The earn-out is accounted for as contingent consideration. The earn-out adjustment is accounted for in profit or loss when the earn-out liability is recognised.

Note 5 Business combinations

Acquisitions during the period 2021

Main business activity	Date of business combination	Proportion of voting equity acquired	Acquiring entity
Tismi B.V. Tismi Mobile B.V. Provider of mobile messaging services and mobile solutions	10 March 2021	100%	LINK Mobility Group AS
AMM S.p.A. LeadBI Srl Provider of mobile messaging services and mobile solutions	31 May 2021	100%	LINK Mobility Group AS
MarketingPlatform Aps Provider of mobile messaging services and mobile solutions	07 June 2021	100%	LINK Mobility Group AS
Message Broadcast LLP Provider of mobile messaging services and mobile solutions	24 June 2021	100%	LINK Mobility Group AS
Altiria TIC, S.L. Provider of mobile messaging services and mobile solutions	14 December 2021	100%	LINK Mobility Group AS
Matelab Srl Provider of mobile messaging services and mobile solutions	15 December 2021	100%	LINK Mobility Group AS

Acquisition of Tismi B.V. and Tismi Mobile B.V.

On 10 March 2021, LINK Mobility Group AS acquired 100% of the voting equity instruments of Tismi B.V. and Tismi Mobile B.V.These entities are headquartered in Bunnik, Netherlands and are collectively referred to as Tismi. The purchase price is a combination of cash upon closing, shares upon closing, and seller’s credit. Tismi is a provider of telecommunications services and products and holds licensed operator status in 8 European countries. The company’s main business is comprised of providing virtual  CPaaS providers. 100 Because every communication matters WWW.LINKMOBILITY.COM Financial statements 2021

Acquisition of AMM S.p.A.

On 31 May 2021, LINK Mobility Group AS acquired approximately 81.4% of the shares in AMM S.p.A. (AMM) and immediately exercised a squeeze-out process, pursuant to Italian rules, for the remaining ordinary shares. All outstanding shares were acquired in Q3 2021. AMM is headquartered in Arezzo, Italy. The purchase price is settled in cash and shares upon closing. There is no earn-out amount related to this acquisition. AMM operates within mobile marketing and web advertising, and the product offering includes SMS A2P, email services, and chatbots. AMM serves close to 3500 enterprise and SME customers throughout Italy through direct sales and a self sign-up (SSU) platform.

Acquisition of MarketingPlatform Aps

On 07 June 2021, LINK Mobility Group AS acquired 100% of the voting equity instruments of MarketingPlatform Aps (MarketingPlatform). This entity is headquartered in Vejen, Denmark. The purchase price is settled in cash and shares upon closing. The remainder of the purchase price based on an estimated earn-out amount. MarketingPlatform is a developer of an omnichannel marketing platform with an integrated customer data platform (CDP).

Acquisition of Message Broadcast LLC

On 24 June 2021, LINK Mobility Group AS acquired 100% of the shares in the privately owned Message Broadcast LLC (Message Broadcast). Message Broadcast is headquartered in Newport Beach, California, USA. Upon closing, the purchase price is settled in cash and shares. Message Broadcast is a leading provider of mission critical customer engagement solutions to blue chip enterprise customers in the USA.

Acquisition of Altiria TIC, S.L.

On 14 December 2021, LINK Mobility Group AS acquired the Spanish self sign-up (SSU) company of Altiria TIC, S.L. (Altiria). Altiria is headquartered in Madrid, Spain. Upon closing, the purchase price is settled in cash and shares. Alteria was founded in 2002 and is active in the A2P market in Spain as well as other Spanish speaking countries, through its web-based go-to market business model.

101LINK Mobility Group Holding ASA Annual report 2021

Acquisition of Matelab Srl

On 15 December 2021, LINK Mobility Group AS acquired 100% of Matelab Srl (Matelab). Matelab is headquartered in Lecco, Italy. Upon closing, the purchase price is settled in cash. Matelab’s core offerings are the proprietary advanced conversational AI and NPL-driven software, including advanced conversational chatbox Xenioo, and the customer support software system xDesk. Xenioo currently operates over 22,000 chatbots, handles over 10 million messages monthly, and supports over 260,000 conversations per month. This acquisition strengthens LINK’s omnichannel offering through enhanced conversational messaging capabilities with Contact Centre as a Service (CCaaS) and chatbot competencies.

Revenue and net profit, in the period from the date of acquisition until 31 December 2021:

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srl
Revenue	60,064	109,536	7,430	119,502	-	-
EBITDA	15,102	10,211	(3,689)	58,127	-	-
Net profit	9,309	6,192	(8,930)	32,411	-	-

Estimated revenue and net profit, as if the acquisition had occurred 01 January 2021

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srl
Revenue	68,885	166,158	13,508	219,036	19,917	2,646
EBITDA	17,688	16,353	(8,009)	112,068	3,889	2,103

Consideration transferred

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srl
Cash	67,171	129,502	32,276	1,629,915	14,651	16,712
Share consideration ¹	67,171	62,069	75,309	579,618	14,651	-
Vendor loan ²	67,171	-	-	-	-	-
Earn-out ³	-	-	30,071	-	-	3,068
Total consideration	201,512	191,571	137,655	2,209,534	29,303	19,780

102 Because every communication matters WWW.LINKMOBILITY.COM Financial statements 2021

¹ Share consideration

As part of the consderation, LINK Mobility Group Holding ASA issued 1,226,637 ordinary shares to the sellers of Tismi. The shares were issued at a fair value of NOK 54.76 per share. As part of the consderation, LINK Mobility Group Holding ASA issued 1,687,589 ordinary shares to the sellers of AMM. The shares were issued at a fair value of NOK 36.78 per share. As part of the consderation, LINK Mobility Group Holding ASA issued 1,723,310 ordinary shares to the sellers of MarketingPlatform. The shares were issued at a fair value of NOK 43.70 per share. As part of the consderation, LINK Mobility Group Holding ASA issued 16,755,069 ordinary shares to the sellers of Message Broadcast. The shares were issued at a fair value of NOK 33.88 per share. As part of the consderation, LINK Mobility Group Holding ASA issued 713,186 ordinary shares to the sellers of Altiria. The shares were issued at a fair value of NOK 20.37 per share.

² Vendor loan

One third of the purchase price is settled by way of a vendor loan; interest shall accrue with 3.5% per annum. This loan serves as security for any claims against the lender (Tismi) under the SPA and such claims, if any, shall be deducted from the outstanding balance upon repayment.

³ Earn-out

 performance milestones.  anniversaries after the closing of the transaction. Each stability payment is equal to €150,000.

Identiable assets and liabilities recognised on the date of the business combination

Assets assumed in connection with the business combinations have been recognised at the  technology and customer relations as major assets. Note that the estimates are provisional and may be subject to change during the measurement period, which is one year from the date of the acquisition.

103LINK Mobility Group Holding ASA Annual report 2021

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srl
Customer relationships	74,633	45,806	-	887,328	6,689	-
Trademark	-	7,575	-	-	-	-
Technology	12,962	16,139	160,575	82,082	1,347	15,393
Deferred tax asset	-	1,248	-	-	1,803	-
Equipment and fixtures	378	120	-	-	8	-
Other non-current assets	-	9,249	-	186	44	-
Trade and other receivables	11,055	40,520	1,595	28,913	1,953	301
Cash and cash equivalents	3,430	39,666	(7,808)	12,552	4,388	1,457
Long-term borrowings*	-	(11,956)	(16,139)	-	-	-
Deferred tax liability	(21,899)	(14,242)	(35,327)	(203,576)	(1,672)	(3,694)
Other long-term liabilities	-	(2,485)	-	-	-	-
Trade and other payables	(10,334)	(36,277)	(6,618)	(13,511)	(2,703)	(30)
Income tax payable	(226)	(993)	-	-	-	(409)
Fair value of identifiable net assets acquired	70,000	94,370	96,279	793,974	11,857	13,017

• External debt held by the target company is settled subsequent to acquisition. Due to timing of any given acquisition, this may not be reflected at the financial reporting date.

Goodwill

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srll
Consideration transferred	201,512	191,571	137,655	2,209,534	29,303	19,780
Fair value of identifiable net assets acquired	70,000	94,370	96,279	793,974	11,857	13,017
Goodwill	131,512	97,201	41,376	1,415,559	17,446	6,763

Goodwill originating from the business combination is primarily related to anticipated synergies from ongoing operations and the benefit of integrating the entire business into the group. No impairment has been recognised subsequent to the business combination. Goodwill that has arisen as part of the business acquisition is not tax deductible.

Acquisition related expenses

(Amounts in NOK 1 000)

	Tismi	AMM S.p.A.	Marketing Platform	Message Broadcast	Altiria TIC, S.L.	Matelab Srl
Incurred 2021	3,633	7,509	2,963	28,727	464	-
Total	3,633	7,509	2,963	28,727	464	-

104 Because every communication matters WWW.LINKMOBILITY.COM Financial statements 2021

Note 6 Segment reporting

(Amounts in NOK 1000)

The Group reports revenue, gross margin (revenue less direct costs) and adjusted EBITDA in functional operating segments to the Board of Directors (the Group’s chief operating decision makers). While LINK uses all four measures to analyze performance, the Group’s strategy of  to alternate performance measures). An examination of operating units based on market maturity and product development as well  Europe, Central Europe, Northern America and Global Messaging; these represent market clusters. Generally, regions are segregated into similar geographic locations as these follow   The regions are:

Northern Europe

Northern Europe is comprised of Norway, Sweden, Denmark, Finland, and the Baltics.

Central Europe

Central Europe is comprised of Bulgaria, Romania, North Macedonia, Poland, Hungary, Germany, Austria, and the Netherlands.

Western Europe

Western Europe is comprised of Spain, France, the United Kingdom, and Italy.# Global Messaging

The Swiss operation Horisen Messaging is included here. This business can generally be referred to, at least partly, as a direct competitor that use LINK Messaging and as such they are still subject to local handling (not a focus area though because they are generally low margin and switch easily).

Revenue per segment	2021	2020
Northern Europe	1,333,080	1,169,382
Central Europe	1,075,264	765,980
Western Europe	1,251,425	1,125,316
North America	119,502	-
Global Messaging	630,866	478,553
Total	4,410,136	3,539,231

Gross profit per segment	2021	2020
Northern Europe	381,904	350,957
Central Europe	360,094	218,603
Western Europe	285,686	276,462
North America	108,937	-
Global Messaging	63,808	53,198
Total	1,200,429	899,220

Adjusted EBITDA per segment	2021	2020
Northern Europe	241,137	240,485
Central Europe	241,614	129,283
Western Europe	139,421	127,826
North America	65,692	-
Global Messaging	33,601	27,150
Group Costs	-164,806	-133,902
Total	556,660	390,842

Reconciliation of adjusted EBITDA to Group profit (loss) before income tax	2021	2020
Adjusted EBITDA	556,659	390,842
Non-recurring items*	-252,142	-97,235
Depreciation and amortization	-337,706	-271,389
Operating profit	-33,189	22,218
Finance income (expense)	-14,481	-427,047
Total	-47,670	-404,829

*Non-recurring items

Non-recurring items is comprised of amounts that relate entirely to the company. Costs related to mergers and acquisitions, personnel cost deemed to be non-recurring (or one-off), restructuring expenses, advisors, and licenses are included in this reconciliation line item (this list is not exhaustive).

Financial statements 2021

Disaggregation of revenue

The Group’s operations are conducted through its subsidiaries in the countries listed below. The Group derives its revenue from contracts with customers for the transfer of services as part of its ongoing business or as a component of revenues in countries included above.

Revenue per business line	2021	2020
Mobile messaging transactions	4,103,926	3,325,620
Payment services	30,676	35,414
Licenses	212,634	155,456
Consulting services	62,900	22,740
Group	4,410,136	3,539,231

Revenue per geographical region	2021	2020
Austria	257,916	47,081
Bulgaria	94,428	84,386
Denmark	143,343	122,076
Finland	93,711	78,405
France	722,171	696,036
Germany	466,128	504,875
Hungary	17,897	18,925
Italy	296,184	196,588
Latvia	6,849	6,383
The Netherlands	60,064	-
North Macedonia	1,530	849
Norway	761,781	671,976
Poland	236,598	190,325
Romania	2,507	3,423
Spain	92,004	89,725
Sweden	439,741	422,297
Switzerland	551,450	375,494
United Kingdom	46,334	30,387
United States of America	119,502	-
Total	4,410,136	3,539,231

Note 7 Leases

(Amounts in NOK 1000)

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

Amounts recognised in the balance sheet

The balance sheet shows the following amounts related to leases:

Right-of-use assets	Total
Period ended 31 December 2020
Opening net book amount	24,283
Additions	23,382
Net additions from acquired businesses	4,616
Disposals	(1,420)
Depreciation charge	(24,348)
Closing net book amount 31.12	26,513
Period ended 31 December 2021
Opening net book amount	26,513
Additions	47,281
Net additions from acquired businesses	8,226
Depreciation charge	(17,622)
Closing net book amount 31.12	64,398

	Leased vehicles	Leased premises	Other leased items	Total
Cost	4,116	106,726	7,009	117,851
Accumulated depreciation	(3,431)	(46,610)	(3,412)	(53,453)
Net book amount 31.12	685	60,116	3,597	64,398

Estimated useful life, depreciation plan and residual value is as follows:

	Leased vehicles	Leased premises	Other leased items
Economic (useful) life	0 - 3 years	0 - 5 years	0 - 3 years
Depreciation plan	Linear	Linear	Linear

Lease liabilities

	Leased vehicles	Leased premises	Other leased items	Total
Period ended 31 December 2021
Opening lease liability	764	38,550	(70)	39,244
New lease liabilities recognised in the period	963	28,093	5,414	34,469
Total leasing payments for the lease liability	(1,142)	(12,079)	(1,876)	(15,097)
Interest expense on lease liabilities	121	3,002	207	3,330
Closing net book amount 31.12	706	57,565	3,674	61,946
whereof: Current lease liabilities	16,906
Non-current lease liabilities	45,040

The Group’s leasing activities and how these are accounted for:

Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real estate (buildings) for which the group is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
* Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
* Variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date;
* Amounts expected to be payable by the group under residual value guarantees;
* The exercise price of a purchase option if the group is reasonably certain to exercise that option; and
* Payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. To determine the incremental borrowing rate, the Group:
* Where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received;
* Uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by Group subsidiaries, which do not have recent third-party financing; and
* Makes adjustments specific to the lease (i.e. term, country, currency and security).

The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.

Right-of-use assets are measured at cost comprising the following:
* The amount of the initial measurement of lease liability;
* Any lease payments made at or before the commencement date less any lease incentives received;
* Any initial direct costs; and
* Restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. While the Group revalues its land and buildings that are presented within property, plant and equipment, it has chosen not to do so for the right-of-use buildings held by the Group.

Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are expensed on a straight-line basis over the lease term. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and office furniture.

Variable lease payments

The Group is not exposed to variable lease payments.# Extension and termination options

Extension and termination options are included in certain property and equipment leases across the Group’s operations. The majority of extension and termination options held are mutually exercisable and are evaluated accordingly.

Note 8 Payroll and related expense

(Amounts in NOK 1000)

	2021	2020
Wages and salaries	324,839	288,039
Share-based payment expense	134,505	30,704
Social security tax	80,147	62,135
Pension expense	19,680	13,174
Other benefits	19,875	10,006
Total payroll and related expenses	579,045	404,060

The number of labor years employed during the financial year: 714 649

The pension plans in the Group comply with the pension legislation enacted in respective countries. The pension plans require that the Group pays premiums to public or private administrative pension plans on a mandatory, contractual or voluntary basis. There are no further obligations once the annual premiums are paid. The premiums are accounted for as personnel expenses as soon as they are incurred. Pre-paid premiums are accounted for as an asset in the balance sheet.

Remuneration of key group employees

For FY2021 and as at 31 December 2021, Group management consisted of the following individuals (amounts in NOK 1000):

The CEO has a performance based bonus of up to 7 months salary; the amount of the bonus is determined by the successful completion of key management business objectives that are set by the Board of Directors. The CFO has a performance based bonus of up to 5 months salary. The criteria for this bonus is a combination of quantitative and qualitative targets determined by the Board of Directors. The remaining key Group employees have a performance based bonus of up to 5 months salary. The bonus is calculated on the basis of achievment of budgeted Group income and EBITDA, and other quantitave and qualitative criteria that are determined on an annual basis.

Share based remuneration

The Company has two programs for share based remuneration for its employees: the Restricted Share Unit (RSU) program and the long-term incentive plan (LTI) option program. Fair value of the RSU’s and LTI’s are calculated at the time of allocation and expensed over the vesting period.

In Q4 2020, the Company issued 3 769 092 RSU’s and 2 000 000 LTI’s to selected employees, including management. Fair value of RSU’s and LTI’s were calculated to NOK 46.995 (for all practical purposes equal to the share price) and NOK 20.3 at the grant date, respectively.

Name and position	Employed since	Salary	Bonus	Pension expense	Other remuneration
Guillaume Alain Van Gaver (CEO)	September 2019	4,227	1,585	804	23,257
Thomas Berge (CFO)	September 2016	2,400	900	76	16,519
Torbjørn Krøvel (CTO)	January 2019	1,950	731	76	6,407
Lin Ackema (Chief People and Strategy Officer)	October 2020	1,700	638	74	1,281
Fredrik Nyman (CCO)	November 2007	1,964	736	410	6,407
Benoit Bole (COO Western Europe)	January 2019	1,884	706	566	6,407
Ina Rasmussen (COO Northern Europe)	January 2015	1,760	728	79	1,922
Hendrik Faasch (COO Central Europe)	August 2020	1,866	700	81	1,281
Total		17,751	6,724	2,165	63,483

Grant date for both RSU’s and LTI’s is set at 20.10.2020. The “strike price” of RSU’s is NOK 0.005 (equal to the nominal value of the shares) and the strike price of the LTI’s is NOK 47.

In Q4 2021, the Company issued 3 000 000 additional options as part of the LTI (LTI II) program. Fair value of the LTI II options was calculated to NOK 8.5 and the strike price of the LTI II options was NOK 20.89.

An expense of NOK 135 million (including accrued social security tax) related to share options has been recorded in FY2021. The expenses related to the RSU and LTI are NOK 101 million and NOK 34 million, respectively. The amount directly related to the social security tax provision is 3.8 million.

The tables below shows an overview of the outstanding LTI’s and RSU’s:

Number of options	Average price
Vested LTI’s	2,000,000
Unvested LTI’s	3,000,000
Total outstanding options	5,000,000

Strike price	Number of options	Vesting date	Expiration date
47.00	2,000,000	20/10/2021	20/10/2028
20.89	3,000,000	07/12/2023	20/10/2028
Sum	5,000,000

Q4 2021	2021		2021
	Number of options	Average price	Number of options	Average price
Total vested LTI’s	2,000,000	47.00	2,000,000	47.00
Granted unvested options	3,000,000	20.89	3,000,000	20.89
Cancelled LTI’s	-	-	-	-
Dropped LTI’s	-	-	-	-
Expired LTI’s in the period	-	-	-	-
Exercised LTI’s in the period	-	-	-	-
Total outstanding LTI’s	5,000,000	31.33	5,000,000	31.33

Name	Grant date	Number of LTI’s granted	Number of LTI’s vested at 31.12.2021	Expiry date	Exercise price range
Guillaume Alain Van Gaver	20/10/2020	470,000	220,000	20/10/2028	47.00
Thomas Berge	20/10/2020	253,000	118,000	20/10/2028	47.00
Torbjørn Krøvel	20/10/2020	100,000	100,000	20/10/2028	47.00
Fredrik Nyman	20/10/2020	198,000	88,000	20/10/2028	47.00
Benoit Bole	20/10/2020	198,000	88,000	20/10/2028	47.00
Hendrik Faasch	20/10/2020	198,000	88,000	20/10/2028	47.00
Ina Rasmussen	20/10/2020	198,000	88,000	20/10/2028	47.00
Lin Ackema	20/10/2020	198,000	88,000	20/10/2028	47.00
Others (not specified)	20/10/2020	3,187,000	1,122,000	20/10/2028	47.00
Sum		5,000,000	2,000,000

Q4 2021	2021		2021
	Number of options	Average price	Number of options	Average price
Total unvested RSU’s	3,769,092	0.005	3,769,092	0.005
Assigned RSU’s	-	-	-	-
Cancelled RSU’s	-	-	-	-
Dropped RSU’s	-	-	-	-
Expired RSU’s in the period	-	-	-	-
Exercised RSU’s in the period	-1,507,639	0.005	-1,507,639	0.005
Total outstanding RSU’s	2,261,453	0.005	2,261,453	0.005

Strike price	Number of options	Vesting date	Expiration date
0.005	1,507,637	20/10/2021	20/10/2028
0.005	1,130,728	20/10/2022	20/10/2028
0.005	1,130,728	20/10/2023	20/10/2028
Sum	3,769,092

	Number of RSU’s	Average price	Number of RSU’s	Average price
Vested RSU’s	-
Unvested RSU’s	2,261,453	0.005	2,261,453	0.005
Total outstanding RSU’s	2,261,453		2,261,453

Name	Grant date	Number of RSU’s granted	Number of RSU’s vested at 31.12.2021	Expiry date	Exercise price range
Guillaume Alain Van Gaver	20/10/2020	1,237,209	494,884	20/10/2028	47.00
Thomas Berge	20/10/2020	878,775	351,510	20/10/2028	47.00
Torbjørn Krøvel	20/10/2020	340,847	136,339	20/10/2028	47.00
Fredrik Nyman	20/10/2020	340,847	136,339	20/10/2028	47.00
Benoit Bole	20/10/2020	340,847	136,339	20/10/2028	47.00
Hendrik Faasch	20/10/2020	68,169	27,268	20/10/2028	47.00
Ina Rasmussen	20/10/2020	102,256	40,902	20/10/2028	47.00
Lin Ackema	20/10/2020	68,169	27,268	20/10/2028	47.00
Others (not specified)	20/10/2020	391,973	156,790	20/10/2028	47.00
Sum		3,769,092	1,507,639

As at 31.12.2021 there was a total of NOK 7.8 million accrued in social security expenses, based on a weighted average of the social security tax rates in the recipients countries.

Fair value of the LTI’s and RSU’s are calculated using an adjusted (for exercise behavior) Black- Scholes option pricing model. The following assumptions are used in the calculations:

• The share price is set equal to the offer price on October 20th 2020 (date of completion of the Initial Public Offering (IPO) of Link Mobility Group Holding ASA.
• The strike price for the RSUs is set equal to the nominal share value (NOK 0.005).
• We assume that historical volatility of a selected group of comparable companies within the CPaaS-universe is an indication of future volatility.
• Expected volatility is set identical to historical volatility, equal to 61% in the calculations for the first LTI’s and for the RSU’s. The volatility for the LTI II is estimated at 51%.
• We assume that the employees will exercise the options at the mid-point between earliest and latest possible exercise opportunity.
• Risk-free rate used in the calculations is set equal to the rate of Norwegian treasury bills and Government Bonds corresponding to the lifetime of the option.

Remuneration to the Board of Directors

The Board of Directors who did not waive their right to remuneration received payment in July/August 2021. On 26 May 2021, the Company’s general meeting resolved the following remuneration for the board of directors for the period from 26 May 2021 until the annual general meeting is held in 2022:

Robert Joseph Nicewicz Jr., Charles Joseph Brucato III, Ralph Paul Choufani, and Katherine Ji-Young Woo have all waived their right to remuneration and therefore the Company will not remunerate these board members in accordance with the amounts set in the table above.

No loans, advances, or guarantees have been granted to key group employees or Board members. Further information about remuneration can be found on our website.

• Other expenses include variable operating expenses related to overhead, travel costs and other operating expenses.

Name	Remuneration
Jens Rugseth (Chair)	600,000
Robert Joseph Nicewicz Jr.
(Amounts in NOK 1000)

	2021	2020
Advisors and consultants	66,360	35,586
IT, licenses and hosting	65,697	53,899
Restructuring costs	15,493	14,471
Cost related to acquisition of subsidiaries	74,571	15,123
Sales and marketing cost	39,183	29,479
Cost for premises	19,087	11,163
Inventory and equipment	8,884	6,883
Bad debts expense	-3,179	9,750
Other expenses*	30,771	25,197
Total other operating expenses	316,867	201,553

The table below summarises audit fees for FY2021 (FY2020) and fees for audit related services, tax services and other services incurred by the Group during the period. Fees include both Norwegian and foreign subsidiaries. In 2021 and in addition to the fees presented above, NOK 1,647k is remunerated to auditors other than PwC.

• In addition to expensed amounts, an additional NOK 6,946k is included here that has been booked to equity. These are fees paid in relation to the IPO in FY2020.

	2021	2020
Audit fee	5,729	5,450
Other attestation services	37	-
Tax consulting services	253	795
Other services*	2,336	7,322
Total fee to auditor	8,355	13,568

Note 10 Net finance income and expenses

(Amounts in NOK 1000)

The Group's net financial income and expenses comprise of interest income and expense, transaction costs, foreign currency gains/losses, and other financial income/expenses. Net interest expense is presented gross and includes interest expenses from borrowings, leases, and amortisation of debt issuance costs recognised in profit or loss. Interest income from financial assets is presented separately.

¹ Foreign currency gain/loss is presented on a net basis here and in the Consolidated Statement of Comprehensive Income. The net foreign currency gain of NOK 99,745k in 2021 reflects gains from translation of foreign currency denominated receivables and payables, and from foreign currency loans outstanding. The net foreign currency loss of NOK 101,218k in 2020 reflects losses from translation of foreign currency denominated receivables and payables, and from foreign currency loans outstanding. The net loss includes unrealised foreign exchange losses on intercompany loans that are expected to be repaid in the long term and revaluation of financial assets and liabilities denominated in foreign currencies. In 2021, the Group has revalued its foreign currency denominated net receivables and payables and realised foreign exchange gains on loans. The net finance expenses also include amortised costs recognised in the income statement.

² 2021: This is representative of a change in estimate related to the acquisition of Marketing Platform. This does not have any cash effect.
2020: The earn-out related to the acquisition of the Netsize Group was settled in full in 2020; there were no earn-out balances payable at the end of FY2020. In total, the earn-out paid for the Netsize Group was NOK 142.1 million; other payments of purchase price adjustments amounted to NOK 5.8 million. Total purchase price adjustments amounted to NOK 147.9 million.

	2021	2020
Net currency exchange gains (losses)¹	99,745	-101,218
Net interest expense	-127,518	-207,093
Net other financial expense	13,291	-118,735
Total finance income	-14,481	-427,047

Net interest expense

	2021	2020
Interest expense financial institutions	-	-196,728
Other interest expenses	-12,303	-7,533
Interest expense leases	-3,330	-2,670
Interest expense bond loan	-111,885	-163
Total net interest expense	-127,518	-207,093

Net other financial expenses

	2021	2020
Amortized loan set-up costs	-	-2,529
Previously capitalized loan set-up costs	-	-73,698
Earn-out payment from M&A transactions²	13,291	-37,967
Other financial (expenses) income	-	-4,000
Total net other financial expenses	13,291	-118,194

Note 11 Earnings per share

(Amounts in NOK 1000)

The Group’s earnings per share are calculated as below:

	2021	2020
Net loss	-77,561	-328,006
Weighted average number of ordinary shares (basic)
Issued ordinary shares at 01 January	270,911	213,656
Effect of shares issued (07 January 2020)	-	219
Share split (15 September 2020)	-	213,875
Effect of shares issued (15 September 2020)	-	324
Effect of shares issued (05 October 2020)	-	53,200
Effect of shares issued (16 November 2020)	-	3,512
Effect of shares issued (11 March 2021)	1,227	-
Effect of shares issued (31 May 2021)	1,688	-
Effect of shares issued (07 June 2021)	1,723	-
Effect of shares issued (24 June 2021)	16,755	-
Effect of shares issued (11 November 2021)	1,235	-
Effect of shares issued (14 December 2021)	713	-
Weighted average number of ordinary shares (basic) at 31 December	294,252	270,911
Basic loss per share (NOK)	-0.26	-1.21
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares (basic)	294,252	270,911
Effect of share options on issue	-	-
Weighted average number of ordinary shares (diluted) at 31 December	294,252	270,911
Diluted loss per share (NOK)	-0.26	-1.21

	2021	2020
Number of outstanding ordinary shares per 01.01	270,911	213,656
Number of outstanding ordinary shares per 31.12	294,252	270,911

Note 12 Transactions with related parties

Balances and transactions between LINK Mobility Group Holding ASA and its subsidiaries, which are related parties of LINK Mobility Group AS, have been eliminated on consolidation and are not disclosed in this note. During the year, the Group has not entered into any transactions with related parties. At 31 December 2021, the Company had no balances with related parties.

Note 13 Intangible assets

Balances and transactions between LINK Mobility Group Holding ASA and its subsidiaries, which are related parties of LINK Mobility Group AS, have been eliminated on consolidation and are not disclosed in this note. During the year, the Group has not entered into any transactions with related parties. At 31 December 2021, the Company had no balances with related parties.

Year ended 31 December 2020

	Trade name	Customer relations	Technology	Goodwill	Total
Opening net book value	313,716	939,479	508,509	3,389,876	5,151,580
Net additions from acquired businesses (PPA)	-	100,550	29,352	448,978	578,880
Additions in the period	-	-	105,235	-	105,235
Net additions from acquired businesses	-	7,469	1,101	-	8,570
Exchange differences	-	36,213	20,442	143,988	200,643
Amortization charge	-13,209	-116,726	-108,636	0	-238,571
Closing net book amount	300,507	966,985	556,002	3,982,843	5,806,337

At 31 December 2020

	Trade name	Customer relations	Technology	Goodwill	Total
Cost	330,227	1,214,290	791,607	3,982,843	6,318,967
Accumulated amortisation and impairment	-29,720	-247,305	-235,605	0	-512,630
Net book amount	300,507	966,985	556,002	3,982,843	5,806,337
Estimated useful life	25	7-10	3-10	Indefinite
Amortisation method	Straight-line	Straight-line	Straight-line

Year ended 31 December 2021

	Trade name	Customer relations	Technology	Goodwill	Total
Opening net book value	300,507	966,985	556,002	3,982,843	5,806,337
Net additions from acquired businesses	7,620	1,016,619	283,188	1,723,787	3,031,214
Additions in the period	-6	1,774	132,572	-	134,341
Exchange differences	-144	-1,752	-7,610	-92,119	-101,625
Amortization charge	-13,209	-177,533	-118,508	-	-309,250
Closing net book amount	294,768	1,806,093	845,644	5,614,510	8,561,016

At 31 December 2021

	Trade name	Customer relations	Technology	Goodwill	Total
Cost	337,766	2,156,700	1,259,323	5,639,113	9,392,901
Accumulated amortisation and impairment	-42,997	-350,607	-413,678	-24,603	-831,885
Net book amount	294,768	1,806,093	845,644	5,614,510	8,561,016
Estimated useful life	25	7-10	3-10	Indefinite
Amortisation method	Straight-line	Straight-line	Straight-line

Trade name

The LINK name was established in 2008 and has become a known name within the mobile solutions industry. The estimated useful life is determined to be 25 years and is amortised using the straight-line method over the useful life.

Customer Relationships

Acquired customer relationships are recognised at fair value at the acquisition date. The customer relationships are amortised on a straight-line basis over their estimated useful lives. The amortisation period is estimated to be between 7-10 years. The amortisation period is based on an analysis of customer churn and the remaining useful life of the customer relationships recognised in the balance sheet.

Technology

Amortisation of capital expenditure for the development of Group technology is between 3-10 years. For technology acquired through business combinations, the amortisation period is between 7-10 years based on an evaluation of the technological solution.

Goodwill

Goodwill generated from business combinations is primarily related to anticipated growth prospects for the acquired businesses. No impairment has been recognised subsequent to the business combination.

Impairment test

All intangible assets with finite useful lives are tested for impairment at the end of each reporting period or more frequently if there are indications that amounts may be impaired. Goodwill is not amortised. They are tested for impairment on an annual basis at a cash generating unit (hereafter “CGU”) level, and more frequently if there are indications that amounts may be impaired. In accordance with IAS 36 - Impairment of Assets, the carrying amount of the CGU to which goodwill has been allocated is compared with the recoverable amount of the CGU. The recoverable amount is determined based on value-in-use calculations. These calculations take into account future cash flows from the CGU, discounted at an appropriate discount rate. The assumed growth rate has been based on the management growth estimate for the relevant CGUs, taking into account market expectations and historical growth rates.

Based on the calculations referred to above, it has been concluded that the recoverable amount exceeds the carrying amount of each CGU. No impairment has been recognized for FY2021 (FY2020 - nil).# Goodwill

Goodwill Norway 806,490 Sweden 203,224 Denmark 300,182 Finland 209,934 Germany 695,279 Spain 193,738 Poland 253,219 Bulgaria 62,001 France 395,221 Switzerland 168,503 Italy 258,434 Austria 452,347 United Kingdom 6,905 Hungary 14,110 Netherlands 130,273 USA 1,464,650 Total 5,614,510

The impairment review of goodwill is performed on a country by country basis in it operates in as a CGU: Goodwill.

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Sensitivity analysis

In connection with the impairment testing of intangible assets, a sensitivity analysis has been performed. The sensitivity analysis has tested changes in terminal growth; if no terminal growth (zero-rated) is used, there is still impairment headroom for all CGU’s with the exception of the Germany CGU, where the headroom is close to zero.

The assumptions for calculation of value in use are subject to uncertainty. The assumptions are described as follows:

Budgeted period: The forecasted period is based on the Group’s budget for the upcoming 5 years. The forecasted years are estimated based on the company’s strategic initiatives.

Local currency and Fx rates - All CGU’s forecasted projections are done using NOK.

Terminal value - Terminal value is calculated using the Gordon growth formula based on the budgeted year 5 figures with a growth rate of 2% (FY2020: 2%) and a WACC of 8.1% (FY2020: 9.3%).

WACC: The weighted average cost of capital (WACC) used in the calculation is 8.1%. The pre-tax WACC is based on an average interest rate adjusted for each CGU. Management have concluded that no forseable change in any of the key assumptions used in the impairment test would cause the carrying amounts of the cash-generating units with goodwill to be impaired.

123LINK Mobility Group Holding ASA Annual report 2021

Period ended 31 December 2020

Opening net book amount 21,493

Additions 9,394

Net additions from acquired businesses 1,485

Disposals 0

Depreciation charge -7,975

Translation differences 685

Closing net book amount 31.12 25,083

Period ended 31 December 2021

Opening net book amount 25,083

Additions 811

Net additions from acquired businesses 2,506

Disposals 138

Depreciation charge -7,096

Translation differences -956

Closing net book amount 31.12 20,485

Cost 70,376

Accumulated depreciation -49,891

Net book amount 31.12 20,485

Estimated useful life, depreciation plan and residual value is as follows:

Economic (useful) life 3-5 years

Depreciation plan Linear

Note 14 Equipment and fixtures (Amounts in NOK 1000)

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Financial statements 2021

Note 15 Trade and other receiveables (Amounts in NOK 1000)

	2021	2020
Trade receivables	676,054	517,436
Accrued revenue	158,253	161,743
Prepayments	50,680	64,594
Other receivables	19,936	4,774
Total trade and other receivables	904,923	748,547

The above trade receivables and other receivables represent the Group’s maximum exposure to credit risk at the balance sheet date. Trade accounts receivable relate to the sale of mobile messaging transactions, payment services, licenses, and consulting services; these are withing the normal operating cycle.

All sales are made on credit terms. For significant customers, a credit limit is assigned. For other customers, the credit limit is determined by the Group’s credit policy. Credit risk is managed by the Group’s treasury department through ongoing evaluation of customers’ creditworthiness. For sales to telecommunications providers, a credit check is performed prior to the sale. The Group measures the loss allowance for trade receivables at an amount equal to lifetime expected credit losses. Based on historical trends, the Group recognises a loss allowance of 100% against all receivables over 120 days past due, unless it is probable that the receivable will be recovered.

Impairment of receivables and provisions for bad debts are recognised when there is objective evidence that the Group will not be able to collect all amounts due. The carrying amount of receivables is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement. When a receivable is uncollectible, it is written off against the allowance account for receivables. If amounts are expected to be recovered, all or a portion of the amount of any such allowance is reversed.

There is no loss allowance related to accrued revenues. The Group has recognised a provision for bad debts of KNOK 37 621 (FY2020 - KNOK 29 617). Trade receivables recognised as a part of business combinations are recognised at fair value on the date of acquisition, allowance for impairment amounted to KNOK 0 (FY2020 - KNOK 302).

Ageing of past due but not impaired trade receivables (in thousands of NOK)

	2021	%	2020	%
Not past due	474,157	70 %	359,489	69 %
1-30 days overdue	131,112	19 %	110,614	21 %
31-60 days overdue	17,891	3 %	12,083	2 %
61-90 days overdue	14,308	2 %	22,321	4 %
91-180 days overdue	18,362	3 %	7,314	1 %
More than 180 days overdue	20,225	3 %	5,615	1 %
Total	676,054	100 %	517,436	100 %

125LINK Mobility Group Holding ASA Annual report 2021

Note 16 Cash and cash equivalents (Amounts in NOK 1000)

	2021	2020
Cash and cash equivalents	843,618	952,144
Total cash and cash equivalents	843,618	952,144

Restricted cash

	2021	2021
Taxes withheld	13,181	4,628
Other restricted cash	4,354	7,516
Total restricted cash	17,535	12,143

Cash and cash equivalents include restricted cash related to regulatory requirements. The cash pool is a zero-balancing cash-pool, including the automatic transfers of funds between a master account and subsidiary accounts to cover deposit and withdrawal activity wihin the arrangement. LINK Mobility Group AS is the cash pool administrator/master and holder of the top accounts in the cash pool.

The cash pool arrangement with the bank is an intercompany arrangement. The subsidiaries are the Detail Accounts. Funds deposited into a Detail Account are automatically and instantly transferred to a Facility Account. Similarly, funds withdrawn from a Detail Account are automatically and instantly transferred from a Facility Account. The Detail Accounts maintain a balance of zero, whereas each Facility Account holds the credit or debit balance of the funds available for drawing in the cash pool. A Facility Account (and its balance) is owned solely by LINK and creates rights and obligations only between LINK and the bank. The balance on the Facility Accounts is subject to interest calculations between LINK and the bank. Transactions (deposits or withdrawals) cannot be performed on a Facility Account, but must be performed using a Detail Account. The Bank registers each transaction between each Facility Account and each Detail Account and the total balance of the Facility Account. The participating entities of the Group have internal balances toward LINK through the use of the Detail Accounts.

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Financial statements 2021

Note 17 Share capital and shareholder information (Amounts in NOK 1000)

Share capital as at 31 December 2021 is KNOK 1 471 (2020: KNOK 1 355), being 294 252 254 ordinary shares (2020: 270 911 039 ordinary shares) at a nominal value of NOK 0.005/share (2020: NOK 0.005/share). There are no preference shares in FY2021 (FY2020: nil). All shares were fully paid; each ordinary share carries one vote at any general meeting.

The movement in the number of shares during the year was as follows:

	2021	2020
Ordinary shares opening balance	270,911,039	10,682,803
Issue of ordinary shares (07 January 2020)		10,934
Conversion of nominal value from NOK 0.10 to NOK 0.005
Share split (15 September 2020)		213,874,740
Issue of ordinary shares (15 September 2020)		324,000
Issue of ordinary shares (05 October 2020)		53,200,000
Issue of ordinary shares (16 November 2020)		3,512,299
Issue of ordinary shares (11 March 2021)	1,226,637
Issue of ordinary shares (31 March 2021)	1,687,589
Issue of ordinary shares (31 May 2021)	1,723,310
Issue of ordinary shares (07 June 2021)	16,755,069
Issue of ordinary shares (24 June 2021)	1,235,424
Issue of ordinary shares (14 December 2021)	713,186
Ordinary shares at the end of the period	294,252,254	270,911,039

Preference shares:

	2021	2020
Preference shares opening balance	-	129,158
Share split (15 September 2020)		2,583,160
Settlement of preference shares	-	-2,583,160
Preference shares at the end of the period	-	-

Total number of shares at the end of the period | 294,252,254 | 270,911,039 |

127LINK Mobility Group Holding ASA Annual report 2021

LINK Mobility Group Holding ASA has the following major shareholders as at 31 December 2021:

Name of shareholder	Type of account	Ownership interest
Citibank, N.A. Nominee		31.84%
State Street Bank and Trust Comp Nominee		8.07%
KARBON INVEST AS	Ordinary	5.42%
Citibank, N.A. Nominee		4.56%
FOLKETRYGDFONDET	Ordinary	4.31%
Saxo Bank A/S Nominee		3.55%
UBS AG LONDON BRANCH	Ordinary	3.09%
Skandinaviska Enskilda Banken AB	Ordinary	3.08%
FERD AS	Ordinary	2.50%
Skandinaviska Enskilda Banken AB Nominee		2.17%
J.P. MORGAN BANK LUXEMBOURG S.A.	Nominee	1.62%
The Bank of New York Mellon SA/NV Nominee		1.29%
J.P. MORGAN BANK LUXEMBOURG S.A.	Nominee	1.19%
Citibank, N.A. Nominee		1.14%
BARCLAYS CAPITAL SEC.
The Bank of New York Mellon Nominee 0.95%
VERDIPAPIRFONDET DNB NORGE Ordinary 0.86%
Danske Bank A/S Nominee 0.79%
SUNDT AS Ordinary 0.78%
VERDIPAPIRFONDET DELPHI NORDIC Ordinary 0.64%
78.98%

The company’s trustees (Board Members, management) hold ownership interests and rights to shares:

Name of shareholder	Total number of shares
Victory Partners VIII Limited via a nominee account in Citibank (controlled by Abry who have 4 Board members)	93,612,321
Karbon Invest AS (controlled by Jens Rugseth)	15,945,105
Sundahl Aps (controlled by board observer Søren Sundahl)	9,139,242
Rugz AS (controlled by Jens Rugseth)	500,000
Guillaume Alain Van Gaver	204,010
Thomas Berge	182,786
Fredrik Nyman	168,465
Benoit Bole	54,585
Hendrik Faasch	27,267
Ina Rasmussen	26,343
Lin Ackema	14,725
Grethe Helene Viksaas (Board member)	6,382

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Financial statements 2021

Note 18 Classes and categories of financial instruments (Amounts in NOK 1000)

The financial instruments are carried at amortised cost less loss allowances.

All financial instruments are recognised at inception at fair value.

The financial instruments that are measured at amortised cost are presented below. The carrying value at the reporting date has been assessed as approximating fair value. The recognised amounts constitute a reasonable approximation of fair value.

	Carrying value 12/31/2021	Amortised cost	Total
Current financial assets
Trade receivables	676,054	676,054
Cash and cash equivalents	843,618	843,618
Non-current financial liabilities
Borrowings	3,696,470	3,696,470
Lease liabilities	45,040	45,040
Current liabilities
Borrowings	24,423	24,423
Lease liabilities	16,906	16,906
Trade payables	579,542	579,542

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Annual report 2021

Note 19 Interest-bearing liabilities (Amounts in NOK 1000)

Interest bearing liabilities are measured at amortised cost.

Non-current financial liabilities	2021	2020
Debt to financial institutions	-	5,235
Bond loan	3,629,772	2,073,280
Long-term lease liability	45,040	30,624
Holdback	66,698	-
Total	3,741,510	2,109,140

Current liabilities	2021	2020
Holdback	15,598	24,340
Short-term lease liability	16,906	8,619
Debt to financial institutions/bond loan*	8,856	2,904
Total	41,360	35,863

* Instalments falling due within a 12 month period, including non-capitalised interest, are classified as current.

The book value of borrowings is estimated to approximate their fair value.

Facility / Currency	Debt out- standing	Amortized cost EUR	Amortized cost NOK	Maturity	Term	Interest p. a.	Due date	Interest
Bond loan (tap issue 15.12.2020)	200,000	198,388	1,981,657	15 Dec 2025	5 year	3.375 % p.a.	Half yearly
Bond loan (tap issue 23.06.2021)	170,000	164,996	1,648,115	15 Dec 2025	5 year	3.375 % p.a.	Half yearly
Holdback amount Tismi - EUR	-	6,661	66,538	10 Mar 2023	3 year	3.5% p.a.	At maturity
Holdback amount Teracomm - EUR	-	1,562	15,598	Disputed	n/a	n/a	n/a
Holdback amount AMM - EUR	-	16	160	21 Feb 2022	1 year	n/a	n/a
Total	3,712,068

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Financial statements 2021

	2021	2020
Bond loan (tap issue 15.12.2020)	1,998,768	2,094,345
Bond loan (tap issue 23.06.2021)	1,699,011	-
Transaction costs (tap issue 15.12.2020)¹	-21,228	-21,228
Transaction costs (tap issue 23.06.2021)¹	-56,127	-
Amortisation (tap issue 15.12.2020)	4,118	163
Amortisation (tap issue 23.06.2021)	5,231	-
Accrued interest and fees	6,980	2,904
Carrying amount	3,636,753	2,076,184

¹ The bond loan is initially measured at fair value net of transaction costs and it is subsequently measured at amortized cost using the effective interest rate method. Consequently, the transaction cost will be amortized over the life of the bond loan. The carrying value of the bond loan will be equal to the principal amount of EUR 370 million at maturity in FY2025.

Covenants

Under the bond terms, the Group is required to comply with the following financial covenants at the respective quarterly and annual test dates:

Financial Reporting:
* Publish interim accounts (quarterly reports) in the English language on the Group website (or other relevant platform) no later than 60 days after the end of the relevant interim period.
* Publish annual financial statements in the English language on the Group website (or other relevant platform) no later than 120 days after the end of the fiscal year.

Contractual maturities of financial liabilities at 31 December 2021	< 3 months	3 months - 1 year	1 - 2 years	2 - 5 years	Total
Bond loan (tap issue 15.12.2020)	-	67,424	67,424	2,132,609	2,267,458
Bond loan (tap issue 23.06.2021)	-	57,311	57,311	1,812,717	1,927,339
Lease liabilities	-	16,906	15,013	30,027	61,946
Holdback	160	15,598	66,538	-	82,296
Total	160	157,239	206,286	3,975,353	4,339,038

Contractual maturities of financial liabilities at 31 December 2020	< 3 months	3 months - 1 year	1 - 2 years	2 - 5 years	Total
Bond loan (tap issue 15.12.2020)	-	71,666	71,666	2,309,539	2,452,871
Lease liabilities	-	8,619	10,208	20,416	39,243
Holdback	-	24,340	-	-	24,340
Total	-	104,625	81,874	2,329,955	2,516,454

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Annual report 2021

A compliance certificate is to be provided with a copy of the financial reports; the compliance certificate is to be signed by the Chief Executive Officer or the Chief Financial officer to certify that the financial reports are fairly representative of its financial condition as at the date of those financial statements. Accounting standards are to be consistently applied.

Financial Indebtedness: Except as permitted, the Issuer shall not, and shall procure that no other Group Company will, incur any additional Financial Indebtedness or maintain or prolong any existing Financial Indebtedness.

Negative Pledge: Excluding Permitted Security, the Issuer shall not, and shall procure that no other Group Company will, create or allow to subsist, retain, provide, prolong or renew any Security over any of its/their assets (whether present or future).

Disposals of Business: The Issuer shall not, and shall ensure that no other Group Company will, sell, transfer or otherwise dispose of all or substantial part of its assets or operations unless the transaction is carried out at fair market value, on terms and conditions customary for such transaction and such transaction would not have a Material Adverse Effect.

Distribution: Except as permitted, the Issuer shall not, and shall procure that no other Group Company will make any Distribution.

Incurrence Test: The incurrence test is met if the Leverage Ratio is less than, for any additional Financial Indebtedness (3.50x) or for Distributions (1.50x). The Interest Coverage Ratio exceeds 3.0x. Compliance with the Incurrence Test is subject to in each case, that no Event of Default is outstanding or would result from the relevant event for which compliance with the Incurrence Test is required.

Collateral and guarantees

On 15 December 2020, LINK Mobility Group Holding ASA (LINK) successfully completed the issuance of EUR 200 million senior unsecured bonds, with a EUR 350 million borrowing limit. Part of the proceeds from the bond issue were used to repay the remaining outstanding senior facility agreement (SFA).

On 23 June 2021, LINK issued EUR 170 million new bonds in LINK’s outstanding 5-year senior bond maturing on 15 December 2025. The bonds were issued at par.

The coupon on the bonds is 3.375% per annum and the bonds are callable by the issuer at par in December 2023. The bonds are to be repaid in full at the maturity date.

	12/31/2019	New debt	Cancellation of debts	Effects of foreign exchange	Transaction costs	Amortization	Interest and fees paid	Interest and fee expenses	12/31/2020
Bond loan	-	2,122,800	-	-28,455	-21,228	163	-	2,904	2,076,184
Holdback	26,721	2,312	-3,791	1,410	-	-	-	-	24,340
Other Senior facilities	2,923	562,521	-	-	-	73,698	-235,571	197,012	5,235
Total	2,505,877	2,687,634	-3,255,289	-151,751	-21,228	73,862	-235,571	199,917	2,105,759

	12/31/2020	New debt	Cancellation of debts	Effects of foreign exchange	Transaction costs	Amortization	Interest and fees paid	Interest and fee expenses	12/31/2021
Bond loan	2,076,184	1,729,189	-	-123,504	-56,127	9,186	-110,060	111,885	3,636,753
Holdback	24,340	67,331	-7,819	-1,556	-	-	-	-	82,296
Other Senior facilities	5,235	-	-5,235	-	-	-	-	-	-
Total	2,105,759	1,796,520	-13,054	-125,059	-56,127	9,186	-110,060	111,885	3,719,049

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Financial statements 2021

Note 20 Financial instruments, risk management objectives, and policies (Amounts in NOK 1000)

Use of Financial Instruments

The Group’s financial instruments are exposed to the following risks:
* Interest rate risk
* Foreign exchange risk
* Credit risk
* Liquidity risk

Interest rate risk

Interest rate risk arises as a consequence of long-term debt. In December 2020 the Company successfully completed the issuance of EUR 200 million senior unsecured bonds, with a EUR 350 million borrowing limit. On 23 June 2021, LINK issued EUR 170 million new bonds in LINK’s outstanding 5-year senior bond maturing on 15 December 2025. The bonds were issued at par; refer to note 19 for further details.

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The sensitivity analysis below is based on the exposure to changes in interest rates for non-derivative financial instruments that have variable interest rates. The analysis assumes that the outstanding amount at reporting date was outstanding for the whole year.A one percent increase or decrease represents management’s assessment of reasonable and possible changes in interest rates. If interest rates had been one percent higher/lower and all other variables were held constant, the financial result would have been impacted by NOK 36,959 (FY2020 NOK 20,941). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.

Foreign exchange risk

The Group undertakes business in foreign currencies and is consequently exposed to fluctuations in exchange rates against its functional currency, NOK. The Group has significant investments in, and operations conducted, and assets and liabilities arising in foreign currencies. The Group undertakes transactions denominated in NOK, DKK, EUR, SEK, PLN, BGN, CHF, GBP, HUF, RON, MKD and USD. Revenue and cost transactions within foreign subsidiaries are normally carried out in the same currency, which mitigates the currency risk.

Movements in exchange rates for the currencies in which the Group operates against NOK have an impact on the Group’s consolidated income statement and balance sheet. The most significant exposure is to DKK, EUR, SEK, PLN, BGN, CHF, GBP, HUF, RON, MKD or USD in relation to NOK affect the Group’s consolidated financial statements. The translations of foreign currency denominated financial statements are performed using the average and year-end exchange rates. A 10% change in exchange rates would affect the Group’s net financial items and thus the financial statements. The table below summarises the impact a change in these currencies will have on the consolidated income statement and on retained earnings/accumulated losses as at 31 December 2021. The analysis is based on the assumption that the foreign exchange rates increase or decrease by 10%, all other variables held constant.

Credit Risk

Credit risk is the risk of a counterparty defaulting. The Group’s credit risk is limited to trade and other receivables and is mitigated by the Group’s guidelines to ensure that credit sales are only made to customers with high credit rating. Customers with a low credit rating are required to prepay for services rendered by the Group. The Group’s credit risk related to trade receivables is assessed to be limited due to the high number of diverse customers in the Group’s customer base. Refer to note 15 for additional information related to trade and other receivables.

	31 December 2021 (amounts in NOK 1000)	NOK/EUR impact	NOK/SEK impact	NOK/CHF impact
Trade receivables	55,403	11,049	8,769
Trade payables	41,521	7,277	9,222
Borrowings	369,586	-	-

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The carrying value of trade and other receivables represent the Group’s maximum exposure to credit risk at the balance sheet date.

Liquidity risk

Management of liquidity risk is to ensure that sufficient funds are available to meet obligations as they fall due, resulting in default.

The Group’s management of liquidity risk is to ensure that adequate credit lines are in place and that the Group maintains a balance between the availability of funding and the flexibility it provides. The Group has no committed credit facilities and therefore relies on its working capital as of year-end. Refer to notes 19 and 21 for information about maturity of trade and other payables and borrowings. The Group has no credit facilities. Subsidiaries receive all funding from the Group and are not permitted to enter into external financing without specific Group approval.

The Group’s management of liquidity risk is to ensure that the Group maintains sufficient cash and cash equivalents to meet its short-term obligations.

Note 21 Trade and other payables

(Amounts in NOK 1000)

	2021	2020
Trade payables	579,542	524,059
Public duties	74,227	53,791
Accrued vacation pay	55,259	25,401
Accrued expenses	353,590	323,920
Total trade and other payables	1,062,618	927,171

Trade payables is comprised of amounts outstanding for trade purchases.Accrued expenses are representative of accrued cost of goods sold or other operating expenses for which a final invoice has not been received. Trade and other payables are due within three months.

135LINK Mobility Group Holding ASA Annual report 2021

Note 22 Income tax

(Amounts in NOK 1000)

Specification of income tax expense

The income tax expense is comprised of current tax and deferred tax.

	2021	2020
Deferred tax expense (income)	-44,583	-116,053
Current tax expense	74,474	39,230
Income tax expense (income)	29,891	-76,823

	2021	2020
Income tax payable	29,627	8,928
Current tax liabilities (balance sheet)	29,627	8,928

Effective Tax Rate

The difference between income tax calculated at the applicable income tax rate and the income tax expense attributable to loss before income tax was as follows:

	2021	2020
Profit/(loss) before income tax	-47,670	-404,829
Statutory income tax rate*	22%	22%
Expected income tax expense/(benefit)	-10,487	-89,062
Tax effect on non-taxable income/expenses	-5,566	-2,117
Tax effect non deductible expenses	46,073	-
Prior year adjustment	5,839	-
Effect of changes in tax rules and rates	-1,652	-9,417
Non deductible interest, interest cap rules	14,135	28,256
Change in deferred tax asset not recognized	-18,450	-4,483
Income tax expense/income (-) for the year	29,891	-76,823
Effective tax rate	-63%	19%

• The statutory income tax rate based on the currently enacted tax rate in Norway.

136 Because every communication matters WWW.LINKMOBILITY.COM Financial statements 2021

	2021	2020
Unused tax loss carry forward	-	97,280
Interest cap	365,406	312,784
Potential tax benefit unused tax losses, 22 %	-	21,402
Potential tax benefit interest cap, 22 %	80,389	68,812

The unused tax loss carry forward balances are related to LINK Mobility Group Holding ASA. For the purpose of tax consolidation, the Group’s tax losses can be offset against profits within the same tax consolidated entity. The tax losses can be carried forward indefinitely. Interest cap is related to LINK Mobility Group Holding ASA, LINK Mobility Pecunia AS and to Nordic Willas AS. The interest cap limits the deductibility of interest expenses. The unused interest cap amount can be carried forward for 10 years.

Specification of the tax effect of temporary differences and losses carried forward

	2021	2020
Tax losses and interest cap for which no deferred tax asset has been recognised
Unrecognised temporary differences	-	-21,065
Unrecognised tax liabilities relating to the above temporary differences, 22 %	-	-4,634

The temporary differences are related to LINK Mobility Group ASA and form part of the net tax asset that has not been recognised.

Tax effect of temporary differences and tax losses carried forward as of 31 December

Deferred tax assets:	2021	2020
Tangible and intangible assets	6,569	9,952
Interest	-	-
Other non-current items	9,434	-
Total tax effect of temporary differences	16,003	9,952
Deferred tax asset arising from tax losses carried forward	126,941	130,599
Deferred tax assets	142,944	140,551

Deferred tax liabilities:	2021	2020
Intangible assets (mainly due to PPA business combinations)	528,555	313,090
Other	28,406	-
Deferred tax liabilities	556,961	313,090

137LINK Mobility Group Holding ASA Annual report 2021

Note 23 Contingencies and legal claims

As at 31 December 2021 and as at the date of signing of this annual report, certain Group subsidiaries are involved in ongoing legal proceedings as either defendant or as plaintiff. Due to the uncertain outcome for all of these ongoing proceedings, there are no provisions (contingent liabilities) recorded in the consolidated financial statements. For some of the legal proceedings, the Group has received claims for damages, and for other proceedings the Group is the claimant. The financial effect of these claims cannot be determined with certainty. Potential losses are limited as the majority are covered by guarantees as a result of acquisitions (M&A). A list of ongoing legal proceedings is provided as follows:

Entity Name	Counterparty	Claim Position	Amount	Claim Type
LINK Mobility	Customer	Defendant	€ 13,000
MarketingPlatform Aps	Customer	Defendant	€ 22,992
Netsize S.A.	Public Authority	Defendant	€ 300,000
LINK Mobility GmbH	Supplier	Defendant	€ 250,000
LINK Mobility Italia Srl	Customer	Defendant	€ 262,000
LINK Mobility Italia Srl	Customer	Defendant	€ 210,000
LINK Mobility Group AS	Seller (SPA)	Defendant	€ 1,561,536
Teracomm RO SRL	Customer	Defendant	€ 460,000
LINK Mobility Spain S.L.U.	Supplier	Defendant	€ 275,000
LINK Mobility Spain S.L.U.	Supplier	Defendant	€ 380,000
Netsize S.A.

Note 24 Events after the reporting date

As at the date of this report, there are no events after the reporting date.

Alternate performance measures (“APM’s”)

The Group presents financial information that is not prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU. To enhance the understanding of LINK’s performance, the Group presents certain APMs, such as Adjusted EBITDA, Adjusted EBITDA margin and certain definitions related to the Group’s reporting. APMs are commonly reported by companies in the industry and are used by management to evaluate the Group’s financial performance and position.

Definitions

• EBITDA is earnings before interest, taxes, depreciation, and amortization.
• Adjusted EBITDA is EBITDA adjusted for items affecting comparability. For LINK, these typically include restructuring costs, acquisition related costs, and other one-off items.
• Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.
• Revenue is income from goods and services provided by the Group.

APMs such as EBITDA are commonly reported by companies in the industry and are used by management to evaluate the Group’s financial performance and position.# Public Authority

• € 2,323,063 Defendant
• LINK Mobility EAD Customer € 13,567 Plaintiff
• LINK Mobility EAD Customer € 5,545 Plaintiff
• LINK Mobility EAD Customer € 5,000 Plaintiff
• LINK Mobility EAD Customer € 112,000 Plaintiff
• LINK Mobility GmbH Supplier € 1,000,000 Plaintiff

138 Because every communication matters WWW.LINKMOBILITY.COM

Financial statements 2021

companies in the markets in which LINK competes and are widely used by investors when comparing performance on a consistent basis without regard to factors such as depreciation, amortization, and share-based compensation. LINK uses the following APMs:

• Gross Profit: Gross Profit means revenues less direct costs of services rendered.
• Gross margin: Gross margin means gross profit as a percentage of total operating revenues.
• Adjusted EBITDA: Adjusted EBITDA means EBITDA adjusted by expenses related to significant one-time, non-recurring events such as acquisitions and restructuring activities, legal advisors, and share-based compensation. LINK has presented adjusted EBITDA in the consolidated statement of profit and loss because management believes the measure provides useful information regarding operating performance.
• EBITDA: EBITDA means earnings before interest, taxes, amortization, depreciation, and impairments. LINK has presented EBITDA in the consolidated statement of profit and loss because management believes that the measure provides useful information regarding the Group’s ability to service debt and to fund capital expenditures and provides a helpful measure for comparing its operating performance with that of other companies. See below for a reconciliation of EBITDA to Adjusted EBITDA, and adjusted EBITDA margin.

NOK ‘000	YTD 2021*	YTD 2020*
Operating profit (loss), (“EBIT”)	-33,189	22,218
Add: Depreciation intangible assets	337,706	271,389
EBITDA	304,517	293,607
Add: Restructuring costs	26,815	47,400
Add: Share-based compensation	149,457	34,711
Add: Expenses related to acquisitions	75,870	15,123
Adjusted EBITDA	556,659	390,841
Operating revenues	4,410,136	3,539,231
Adjusted EBITDA	556,659	390,841
Adjusted EBITDA margin	12.6 %	11.0 %

139 LINK Mobility Group Holding ASA Annual report 2021

Net debt

The Group monitors Net debt according to Bond loan terms which includes interest-bearing debt and debt like arrangements. Net debt is derived from the balance sheet and consists of both interest-bearing liabilities and lease liabilities less cash and cash equivalents. Sellers credits, holdback and earn-outs are excluded as they are not interest-bearing.

Net debt/LTM adjusted EBITDA

LINK measures leverage ratio as Net debt/Last Twelve Months Adjusted EBITDA. The measure is primarily used by management and investors to evaluate the Group’s ability to service its debt. LINK use Last Twelve Months Proforma Adjusted EBITDA to calculate net debt to present a comparable measure over time. Below is a reconciliation of Net debt and Net debt/LTM adjusted EBITDA ratio*:

NOK ‘000	YTD 2021	YTD 2020
Bond loan	3,695,856	2,073,280
Other long-term	-	5,235
IFRS 16 liabilities	61,946	39,244
Seller’s credit (interest bearing)	66,698	-
Less cash	-843,618	-952,144
Net debt	2,980,882	1,165,615
LTM adjusted EBITDA (proforma)	619,304	435,169
Net debt/LTM adjusted EBITDA	4.8	2.7

The Group has presented Net debt/LTM Adjusted EBITDA based on proforma figures for the year ended 31 December 2021 and 2020 respectively. The proforma adjusted EBITDA includes adjustments for acquisitions and other items affecting comparability, as further described under Note 5. The Company’s debt is covenant restricted and is therefore omitted for the historical periods.

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Income Statement

For the period ended 31 December (Amounts in NOK 1000)

Note	2021	2020
6	-5,727	-369
	-5,727	-369
	-5,727	-369
	132,852	33,656
	-35,837	-3,298
	1,331,915	-169
7	1,428,931	30,189
	1,423,203	29,820
14	-5,017	-725
	1,418,187	29,095

Other operating expenses
Total operating expenses
Operating loss

Finance income and finance expenses
Net currency exchange gains (losses)
Net interest expense
Net other financial income (expenses)
Total finance income

Profit before income tax
Income tax

Profit for the period

The accompanying notes are an integral part of these financial statements.

Financial statements 2021 141

LINK Mobility Group Holding ASA Annual report 2021

Statement of financial position

(Amounts in NOK 1000)

ASSETS	Note	31 December 2021	31 December 2020
Investment in LINK Mobility Group AS	5	7,978,341	6,899,176
Long-term receivables - intercompany	7	2,914,375	-
Total non-current assets		10,892,716	6,899,176
Cash and cash equivalents	8, 10	139,684	122,234
Total current assets		139,684	122,234
TOTAL ASSETS		11,032,400	7,021,410

EQUITY AND LIABILITIES	Note	31 December 2021	31 December 2020
Share capital		1,471	1,355
Share premium and other reserves		5,826,515	4,906,672
Retained earnings (accumulated losses)		1,482,567	28,701
Total equity	9	7,310,554	4,936,728
Liabilities
Long-term borrowings	11	3,698,186	2,073,280
Deferred tax	14	15,806	-
Loans and borrowings - intercompany		464	510
Total non-current liabilities		3,714,456	2,073,790
Short-term borrowings	10, 11	6,980	2,945
Trade payables and other payables	10, 13	410	7,222
Current tax liabilities	14	-	725
Total current liabilities		7,390	10,892
Total liabilities		3,721,846	2,084,682
TOTAL EQUITY AND LIABILITIES		11,032,400	7,021,410

The accompanying notes are an integral part of these financial statements.

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Statement of Comprehensive Income

For the period ended 31 December (Amounts in NOK 1000)

	2021	2020
Profit (loss) for the period	1,418,187	29,095
Other comprehensive income
Items that may be reclassified to profit or loss
Translation differences of foreign operations	-	-
Other comprehensive income for the period	-	-
Total comprehensive income for the period	1,418,187	29,095

Ralph Paul Choufani
Board member

Guillaume Alain Van Gaver
Chief Executive Officer

Jens Rugseth
Chairman of the board

Sara Katarina Murby Forste
Board member

Charles Joseph Brucato
Board member

Katherine Ji-Young Woo
Board member

Robert Joseph Nicewicz Jr
Board member

Grethe Helene Viksaas
Board member

The Board of Directors of LINK Mobility Group Holding ASA
Oslo, 28 April 2022

Financial statements 2021 143

LINK Mobility Group Holding ASA Annual report 2021

Statement of Changes in Equity

for the period ended 31 December 2021 (Amounts in NOK 1000)

Note	Share capital	Share premium	Retained earnings (accumulated losses)	Total equity
Balance at 01 January 2020	1,081	2,725,406	-393	2,726,094
Profit for the period	-	-	29,095	29,095
Other comprehensive income (loss) for the year, net of income tax	-	-	-	-
Total comprehensive income for the year	-	-	29,095	29,095
Issue of ordinary shares	273	2,150,562	-	2,150,835
Share based payment	-	30,704	-	30,704
Balance at 31 December 2020	9	1,355	4,906,672	28,701
Balance at 01 January 2021	1,355	4,906,672	28,701	4,936,728
Profit for the year	-	-	1,418,187	1,418,187
Currency effect - hedge accounting			35,679	35,679
Other comprehensive income (loss) for the year, net of income tax	-	-	-	-
Total comprehensive income for the year	-	-	1,453,866	1,453,866
Issue of ordinary shares	117	785,339	-	785,455
Share based payment	-	134,505	-	134,505
Balance at 31 December 2021	9	1,471	5,826,515	1,482,567

The accompanying notes are an integral part of these financial statements.

144 Because every communication matters WWW.LINKMOBILITY.COM

Statement of cash flows

For the period ended 31 December 2021 (Amounts in NOK 1000)

Note	2021	2020
	1,423,203	29,820
	-87,705	-30,189
10, 13	-7,283	38,387
	-125	-345
	1,328,091	37,672
5	-944,660	-3,081,749
	-2,717,473	-
	-3,662,133	-3,081,749
9	785,455	2,368,423
	-1,299,422
	1,670,117	2,101,572
	-94,781
	2,360,791	3,170,573
	26,749	126,497
	-9,299	-4,285
	122,234	22
	139,684	122,234

Cash flows from operating activities
Profit before income tax
- Adjustments for:
- Finance income (expense)
Change in trade and other payables
Change in other provisions
Net cash flows from operating activities

Cash flows from investing activities
Net cash outflow, capital increase subsidiary
Net cash outflow, loan to subsidiaries
Net cash flows from investing activities

Cash flows from financing activities
Proceeds on issue of shares
Repayment of equity
Proceeds from borrowings
Interest paid
Net cash flows from financing activities
Net change in bank deposits, cash and equivalents
Effect of foreign exchange rate changes
Cash and equivalents at beginning of period
Cash and equivalents at end of the period

The accompanying notes are an integral part of these financial statements.

Financial statements 2021 145

LINK Mobility Group Holding ASA Annual report 2021

Notes to the financial statements for the period ended 31 December 2021

1 General information
2 Adoption of new and revised International Financial Reporting Standards (IFRS)
3 Summary of significant accounting policies
4 Critical accounting judgments and key sources of estimation variances
5 Investment in subsidiaries
6 Other operating expenses
7 Net finance income and expenses
8 Cash and cash equivalents
9 Share capital and shareholder information
10 Classes and categories of financial instruments
11 Interest-bearing liabilities
12 Financial instruments, risk management objectives, and policies
13 Trade and other payables
14 Income tax
15 Contingencies and legal claims

Note 1 General information

LINK Mobility Group Holding ASA is the parent company of LINK Mobility Group AS, and is headhquartered in Oslo, Norway. LINK is Europe’s leading provider of mobile and CPaaS solutions specializing in messaging, digital services and intelligent data usage. The Company’s subsidiary as at 31 December 2021 is listed below.Name of entity	Date of acquisition	Place of business / country of registration	Ownership interest
LINK Mobility Group AS	06/12/2021	Oslo, Norway	100%

Note 2 Adoption of new and revised International Financial Reporting Standards (IFRS)

A number of amended IFRS standards issued by the International Accounting Standards Board (IASB) and IFRS interpretations issued by the IFRS Interpretations Committee (IFRS IC) are effective for accounting periods commencing on or after 01 January 2021. The requirements arising from revised IFRSs or IFRIC interpretations are embedded in the financial statements of the Group from the date of establishment. The accounting policies adopted are described in Note 3. The adoption of revised IFRSs or IFRIC interpretations has not had any material impact on the disclosures or financial statements of the Group from the date of establishment. The accounting policies adopted are described in Note 3. The adoption of revised IFRSs or IFRIC interpretations has not had any material impact on the disclosures or amounts reported in the current period.

The accounting policies adopted, and methods of computation followed are consistent with the previous year, except as stated in Note 2.1 below. The adoption of the following standards and interpretations has not had any material impact on the disclosures or financial statements of the Group:

• Amendment to IFRS 16 concerning COVID-19-Related Rent Concessions beyond 30 June 2021
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest Rate Benchmark Reform – Phase 2

The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. The Group has assessed the impact of the above amendments and concluded that they do not require any significant changes to the Group’s accounting policies or disclosures. The Group will adopt the above amendments in accordance with their respective effective dates.

The IFRS standards and interpretations that are issued but not yet effective and have not been applied in these financial statements are listed below. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. Management will continue to follow the development of changes to Standards and Interpretations issued by the IASB throughout 2022.

Note 3 Summary of significant accounting policies

3.1 General information

LINK Mobility Group Holding ASA (“the Company”) is a limited liability Company incorporated and domiciled in Oslo, Norway. LINK Mobility Group Holding ASA is the parent company of the LINK Mobility Group AS. LINK Mobility Group AS provides services in mobile communication and specialises in mobile messaging services, mobile solutions, and mobile intelligence. LINK Mobility Group Holding ASA and its subsidiaries are regarded as “the Group”.

The consolidated financial statements of the Group for the year ended 31 December 2022 comprise the Company and its subsidiaries. Minor rounding differences may be present, and the total may deviate from the total of the Financial statements 2021

3.2 Basis for preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee (IFRIC). The consolidated financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgments in applying the Group’s accounting policies. Areas involving a high degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4 Critical accounting judgements and key sources of estimation variances.

The consolidated financial statements are presented in Norwegian Kroner (NOK) and all values are rounded to the nearest thousand, unless otherwise stated.

3.3 Principles of consolidation

The consolidated financial statements of the Group include the financial statements of the Group and its subsidiaries, which are entities controlled by the Company. Control is achieved when the Group has power over the investee, is exposed, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect its returns through its power over the investee. The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control noted above.

The consolidated financial statements of the Group include the financial statements of the parent company and consistent accounting policies are applied. The results of subsidiaries acquired or disposed of during the year are included in the income statement from the date when control is obtained and until control ceases, respectively. Intercompany transactions, balances, revenues, expenses and unrealised Group internal gains or losses are eliminated on consolidation.

The consolidated financial statements of the Group include the financial statements of the parent company and its subsidiaries. All values are rounded to the nearest thousand, unless otherwise stated.

3.4 Business combinations

Business combinations are accounted for using the acquisition method. The consideration transferred and the identifiable assets acquired and liabilities assumed are recognised at their fair values at the date of acquisition. Acquisition-related costs are recognised in the income statement as incurred. Goodwill arising from an acquisition is recognised as an asset measured as the excess of the sum of the consideration transferred, the fair value of any previous held equity interest and the amount of any non-controlling interest in the acquired entity over the net identifiable assets acquired and liabilities assumed. If, after reassessment, the Group’s interest in the net assets of the acquired entity is less than the total consideration of the business combination, the excess is immediately recognised in the income statement. Goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating units) and tested for impairment.

A business combination is accounted for by applying the acquisition method. The acquirer recognises the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. Other contingent consideration is remeasured to fair value at subsequent reporting dates with changes in fair value recognised in profit or loss. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, not to exceed one year from the acquisition date, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

3.5 Current/non-current classification

All assets and liabilities are classified as current or non-current. An asset is current if: it is expected to be realised, or intended to be sold or consumed, in the Company’s normal operating cycle, or it is held primarily for the purpose of being traded, or it is expected to be realised within twelve months after the reporting period or if the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Assets are classified as non-current otherwise.

All liabilities are classified as current or non-current. A liability is current if: it is expected to be settled in the Company’s normal operating cycle, or it is due to be settled within twelve months after the reporting period or if the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Liabilities are classified as non-current otherwise.

3.6 Revenue recognition

Revenues are recognised when services are rendered and measured based on the consideration to which the Company expects to be entitled in a contract with a customer net of discounts and sales related taxes. The Company recognises revenue when it transfers control of a product or service to a customer.# 3.7 Foreign currency translation

Items denominated in foreign currencies

At the reporting date, assets and liabilities denominated in foreign currencies are translated to NOK at exchange rates on the reporting date. Income and expense items are translated to NOK at average exchange rates for the period. All exchange differences are recognised in the income statement in the period in which they arise.

Translation of foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from acquisitions, are translated into NOK at the exchange rates on the reporting date. Income and expense items are translated into NOK at the average exchange rates for the period. Exchange differences are recognised in other comprehensive income and accumulated in a separate component of equity.

On disposal of a foreign operation, all of the exchange differences accumulated in a separate component of equity in respect of that operation attributable to the owners of the foreign operation are reclassified to the income statement.

If a sale of part of a subsidiary includes a foreign operation that does not result in the Company losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to the parent and non-controlling interests.

3.8 Intangible assets

Goodwill and intangible assets acquired in a business combination are recognised initially as set out in 3.4 Business Combinations above. Amortisation of intangible assets are based on the following estimated useful lives:

• Goodwill: Indefinite
• Tradename: 25 years
• Customer relations/contracts: 7-10 years
• Technology: 3-10 years

Goodwill is not amortised but is reviewed for impairment at least annually, or more frequently when there is an indication that the cash-generating unit to which goodwill has been allocated, may be impaired. Goodwill is allocated to each of the Company’s cash-generating units (or groups of cash-generating units) and is tested for impairment annually. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, an impairment loss is recognised for the unit and then allocated to the goodwill of the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a cash generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal in the income statement.

Intangible assets acquired in a business combination and recognised separately from goodwill, such as Tradename and Customer relations are recognised initially at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Internally generated intangible assets – Technology

Expenditure on research and development activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from development of the Company’s technical platforms and products is recognised if, and only if, all the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditures recognised from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditures are expensed as incurred. Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired in a business combination.

3.9 Equipment and fixtures

Equipment and fixtures are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost comprises the purchase price (including duties and non-refundable purchase taxes) and any directly attributable costs of bringing the asset to the location and condition necessary for it to be able to operate in the intended manner. Equipment and fixtures are depreciated on a straight-line basis over their estimated useful lives. The estimated useful lives and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.# 3.9 Property, plant and equipment

Depreciation is recognised using the straight-line method to reduce the cost of assets less their residual values over their useful lives. Depreciation commences when the assets are ready for their intended use. Estimated useful life, depreciation method and residual values are reviewed at least annually. The useful lives, depreciation methods and residual values are regularly reviewed. Residual value is estimated to be zero for all assets. Repair and maintenance are expensed as incurred. If new parts are capitalised, replaced parts are derecognised and expensed as loss on disposal. Financial statements 2021 153

LINK Mobility Group Holding ASA Annual report 2021

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of an item of property, plant and equipment is included in profit or loss. The gain or loss arising on derecognition of an item of property, plant and equipment is the difference between the net disposal proceeds and the carrying amount of the item. The gain or loss is recognised in profit or loss. Any gain or loss arising on disposal of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is presented as other income or other expenses in the income statement.

3.10 Impairment of non-financial assets

At each reporting date, the Company reviews if there are any indicators that the carrying amounts of its tangible and intangible assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss, if any. For an asset that does not generate largely independent cash inflows, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is regarded as impaired. The cash-generating unit to which an asset is allocated, or to which an asset is related, is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses of assets are allocated to the cash-generating unit to which the asset belongs. If this is not possible, impairment losses are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be found. Impairment losses are recognised immediately in profit or loss.

An impairment loss is reversed if, and only if, there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that would have been determined, had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss is recognised in profit or loss. Except for goodwill, an impairment loss is reversed in the corresponding cash-generating unit. Any impairment loss recognised for goodwill is not reversed in a subsequent period. Impairment testing for goodwill and intangible assets with an indefinite useful life are performed annually and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The Company has assessed that the carrying amount of its tangible and intangible assets are not impaired. The Company has assessed that the carrying amount of its tangible and intangible assets are not impaired. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash- generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior periods. If an impairment loss was recognised for goodwill, the reversal of the impairment loss is treated as a revaluation increase. Any impairment loss recognised for goodwill is not reversed in a subsequent period.

3.11 Leases

The Company initially applied IFRS 16 from 01 January 2019; IFRS 16 was applied using the modified retrospective approach with practical expedients. On initial application, the Company elected to apply the practical expedient to grandfather the definition of a lease as contained in IAS 17 Leases. Accordingly, 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 a consideration. 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 a consideration. The lease liability is recognized at the commencement date and measured at the present value of the remaining lease payments, discounted using the company’s incremental borrowing rate at the commencement date. The lessee’s incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain an asset of a similar value of the right-of-use asset in a similar economic environment. The Company has chosen to measure the Right-of-Use asset (RoU assets) at an amount equal to the lease liability for all leases by using the lessee’s incremental borrowing rate; the rate may differ from country to country. RoU assets are depreciated over the lease term as this is ordinarily shorter than the useful life of the assets. The lease term represents the non- cancellable period of the lease, together with periods covered by an option either to extend or to terminate the lease when the company is reasonably certain to exercise this option. The Company applies the exemption for short term leases (12 months or less) and low value leases. As such, related lease payments are not recognized in the balance sheet but expensed or capitalized in line with the accounting treatment for other non-lease expenses. The inclusion of non-lease components may vary across different lease categories.

3.12 Government grants

The Company receives Government grant as part of the “Skattefunn” arrangement in Norway, which is an arrangement to stimulate research and development in Norway. The government grant is initially recognised as a deduction to the carrying amount of the relevant asset. The amount is subsequently recognised to the income statement on a straight-line basis over the estimated useful life of the related asset.

Note 4 Critical accounting judgements and key sources of estimation variances

In the application of the Company’s accounting policies, as described in note 3 (summary of significant accounting policies), management has made judgements and applied estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses. Estimates and judgments are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are considered to be relevant. Future events may cause these estimates to change and actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates are recognised in the period when the changes occurred, if they apply to that period. If the changes also apply to future periods, the effect will be distributed between the current period and future periods.

Business combinations

On the acquisition of subsidiaries, the cost of the acquisition is allocated to the assets acquired and liabilities assumed. In order to account for the business combinations and determine the fair value of the underlying assets and liabilities in accordance with IFRS 3, the Company has used valuations performed by external valuation experts. The valuations are performed by applying generally accepted valuation methods and the fair values are reconciled to the purchase price of the acquired companies. The reconciliation is performed via a Business Enterprise Valuation (BEV). Intangible assets have been valued using the Multi Excess Earnings Method (“MEEM”) and Relief From Royalty Method (“RFR”). The methods are considered to be appropriate for the type of assets being valued (MEEM for customer relationships and RFR for technology and trade name). The excess of the consideration over the fair value of the net identifiable assets acquired is recognised as goodwill.

• The remaining estimated useful life of customer relationships is between 7 and 10 years
• The remaining estimated useful life of technology is 10 years
• Revenue growth and EBITDA (earnings before interest, tax, depreciation and amortisation) margins are based on estimates of growth and margins in the respective companies

Estimated impairment of goodwill and other intangible assets

The carrying amounts of non-current tangible and intangible assets are assessed by means of impairment tests whenever there is an indication of impairment. Any impairment of goodwill is assessed at least annually. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require management to estimate future cash flows to be derived from the assets and apply an appropriate discount rate in order to calculate present value. As of 31 December 2021, the amount of goodwill tested for impairment amounted to KNOK 5 614 510 (FY2020 - KNOK 3 982 843). No impairment losses were recognised in FY2021 (FY2020 - nil). Please refer to notes 3 (summary of significant accounting policies) and 15 (Intangible assets) for further details on impairment testing methodology and results.

Deferred tax assets

Management judgment is required in determining provisions for income taxes, deferred tax assets and liabilities and the extent to which deferred tax assets can be recognized. The Company is also subject to income taxes in various jurisdictions. Judgment is required in determining the Company’s provision for income taxes. There may be transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where management determines that upon final determination of such transactions, differences may arise from the amounts initially recorded, such differences will impact the income tax and deferred tax liability and expense in the period in which such determination is made.# Purchase price of subsidiaries – earn-out

Periodically, the Company acquires subsidiaries where the preliminary purchase price is based on an assumption that the acquired company will achieve a target EBITDA for the earn-out period. The earn-out adjustment is based on the company’s actual achieved EBITDA. The earn-out adjustment is calculated by the agreed formula, which may vary by acquisition. As at 31 December 2021, the total provision for future earn-out payments is NOK 69.7 million.

Note 5 Investment in subsidiaries

As at 31.12.2021 As at 31.12.2020 The Company has the following investment in a subsidiary:

Acquisitions during the period:
| Entity | Country | Industry | Date of acquisition | Proportion of voting equity acquired |
| :--------------------- | :------ | :----------------------------------- | :------------------ | :----------------------------------- |
| LINK Mobility Group AS | Norway | Mobile messaging services and solutions | 06 December 2021 | 100% |

LINK Mobility Group AS provides mobile communication services and specializes in messaging, digital services and data intelligence. 100% of the voting equity interest of the company was acquired on 06 December 2021 when LINK Mobility Pecunia AS was merged with LINK Mobility Group AS. As a result of this merger, LINK Mobility Group AS is the immediate subsidiary of LINK Mobility Group Holding ASA.

The total amortized cost as of 31 December 2021:

(Amounts in NOK 1 000)

	LINK Mobility Group AS
Total amortized cost (01.01)	6,899,176
Capital increase subsidiary	357,514
Capital increase subsidiary	587,146
Employee share options in subsidiary	134,505
Total amortized cost (31.12)	7,978,341

Financial statements 2021

LINK Mobility Group Holding ASA Annual report 2021

Note 6 Other operating expenses

(Amounts in NOK 1000)

	2021	2020
Advisors and consultants:
Audit fees	375	163
Legal fees	2,182	37
Stock exchange listing expenses¹	2,560	-
Other expenses²	610	169
Total other operating expenses	5,727	369

¹ These costs are representative of stock exchange listing fees, registration fees for increases in share capital, management of insider logs, and share register analysis.
² Other expenses are representative of license fees, insurance related to merger and acquisition activities, and insurance premiums.

Auditor’s fees

The table below summarises audit fees for the period 01.01.2021 - 31.12.2021 (01.01.2020 - 31.12.2020) and fees for audit related services, tax services and other services incurred by the Company during the period.

	2021	2020
Audit fee	375	138
Other attestation services	-	-
Tax consulting services	-	25
Other services*	-	6,983
Total fee to auditor	375	7,146

• In addition to expensed amounts, NOK 6,946k has been booked to equity. These are fees paid in relation to the IPO in FY2020.

Note 7 Net finance income and expenses

The financial net result comprises income and expenses from financial items. The net financial items are recognized as follows:

2021	2020
Net currency exchange gains (losses)¹	132,852
Net interest expense	-35,837
Net other financial expense	1,331,915
Total finance income	1,428,931

Interest amounts are presented as a sum of interest on borrowings offset by amortised cost of financial liabilities, interest expenses on financial debt and amortized loan set-up costs.

Net interest expense

	2021	2020
Interest expense financial institutions	-100,724	-2,945
Interest expense - seller’s credit	-1,876	-
Other interest expenses	-1,037	-353
Interest income from related parties	67,800	-
Total net interest expense	-35,837	-3,298

Net other financial expenses

	2021	2020
Amortized loan set-up costs	-9,186	-163
Dividend from related parties²	1,341,726	-
Earn-out payment from M&A transactions	-	-
Other financial (expenses) income	-625	-6
Total net other financial expenses	1,331,915	-169

¹ Foreign currency gain/loss is presented on a net basis here and in the Statement of Profit and Loss. Exposure to fluctuations in foreign currency comes from external lending denominated in EUR. Refer to note 11 (interest-bearing liabilities) and note 12 (financial instruments, risk management objectives, and policies) for further details.
² In order to align intercompany financing with external financing for the Group, dividends were declared in each of BK Invest GmbH, Simple SMS GmbH, LINK Mobility SAS, LINK Mobility AB, GfMB mbh, and LINK Mobility Holding ApS. These amounts also comprise part of long-term receivables - intercompany; they are adjusted for fluctuations in foreign currency as well as interest. In addition to the dividend amounts receivable, long-term receivables is also comprised of loans established and related to acquisitions in the current year. This includes the purchase of Message Broadcast LLC (USA) and Altiria TIC Sociedad Limitada (Spain).

Note 8 Cash and cash equivalents

(Amounts in NOK 1000)

	2021	2020
Cash and cash equivalents	139,684	122,234
Total cash and cash equivalents	139,684	122,234

	2021	2020
Restricted cash	-	-
Bank balance in escrow account	-	-
Total cash and cash equivalents	139,684	122,234

If applicable, cash and cash equivalents include amounts classified as restricted cash. There are no restricted amounts as at 31 December 2021.

Note 9 Share capital and shareholder information

Share capital as at 31 December 2021 is KNOK 1 471 (2020: KNOK 1 355), being 294 252 254 ordinary shares (2020: 270 911 039 ordinary shares) at a nominal value of NOK 0.005/share (2020: NOK 0.005/ share). There are no preference shares in FY2021 (FY2020: nil). All shares were fully paid; each ordinary share carries one vote at any general meeting.

The movement in the number of shares during the year was as follows:

	2021	2020
Ordinary shares opening balance 2021/2020	270,911,039	10,682,803
Issue of ordinary shares (07 January 2020)	-	10,934
Conversion of nominal value from NOK 0.10 to NOK 0.005	-	213,874,740
Share split (15 September 2020)	-	324,000
Issue of ordinary shares (15 September 2020)	-	53,200,000
Issue of ordinary shares (05 October 2020)	-	3,512,299
Issue of ordinary shares (16 November 2020)	-	1,226,637
Issue of ordinary shares (11 March 2021)	1,687,589	-
Issue of ordinary shares (31 March 2021)	1,723,310	-
Issue of ordinary shares (31 May 2021)	1,723,310	-
Issue of ordinary shares (07 June 2021)	16,755,069	-
Issue of ordinary shares (24 June 2021)	1,235,424	-
Issue of ordinary shares (14 December 2021)	713,186	-
Ordinary shares at the end of the period	294,252,254	270,911,039

	2021	2020
Preference shares opening balance 2021/2020	-	129,158
Share split (15 September 2020)	-	2,583,160
Settlement of preference shares	-	-2,583,160
Preference shares at the end of the period	-	-

	2021	2020
Total number of shares at the end of the period	294,252,254	270,911,039

LINK Mobility Group Holding ASA has the following major shareholders as at 31 December 2021:

Name of shareholder	Type of account	Ownership interest
Citibank, N.A. Nominee		31.84%
State Street Bank and Trust Comp Nominee		8.07%
KARBON INVEST AS	Ordinary	5.42%
Citibank, N.A. Nominee		4.56%
FOLKETRYGDFONDET	Ordinary	4.31%
Saxo Bank A/S Nominee		3.55%
UBS AG LONDON BRANCH	Ordinary	3.09%
Skandinaviska Enskilda Banken AB	Ordinary	3.08%
FERD AS	Ordinary	2.50%
Skandinaviska Enskilda Banken AB Nominee		2.17%
J.P. MORGAN BANK LUXEMBOURG S.A. Nominee		1.62%
The Bank of New York Mellon SA/NV Nominee		1.29%
J.P. MORGAN BANK LUXEMBOURG S.A. Nominee		1.19%
Citibank, N.A. Nominee		1.14%
BARCLAYS CAPITAL SEC. LTD FIRM	Ordinary	1.13%
The Bank of New York Mellon Nominee		0.95%
VERDIPAPIRFONDET DNB NORGE	Ordinary	0.86%
Danske Bank A/S Nominee		0.79%
SUNDT AS	Ordinary	0.78%
VERDIPAPIRFONDET DELPHI NORDIC	Ordinary	0.64%
		78.98%

The company’s trustees (Board Members, management) hold ownership interests and rights to shares:

Name of shareholder	Total number of shares
Victory Partners VIII Limited via a nominee account in Citibank (controlled by Abry who have 4 Board members)	93,612,321
Karbon Invest AS (controlled by Jens Rugseth)	15,945,105
Sundahl Aps (controlled by EVP M&A and Global Messaging Søren Sundahl)	9,139,242
Rugz AS (controlled by Jens Rugseth)	500,000
Guillaume Alain Van Gaver	204,010
Thomas Berge	182,786
Fredrik Nyman	168,465
Benoit Bole	54,585
Hendrik Faasch	27,267
Ina Rasmussen	26,343
Lin Ackema	14,725
Grethe Helene Viksaas (Board member)	6,382

Note 10 Classes and categories of financial instruments

(Amounts in NOK 1000)

	Carrying value 2021	Amortised cost
Total
Current financial assets
Cash and cash equivalents	139,684	139,684
Non-current financial liabilities
Borrowings	3,698,186	3,698,186
Current liabilities
Borrowings	6,980	6,980
Trade payables	289	289

The financial assets held by the Company are held within a business model with the objective to hold financial assets in order to collect contractual cash flows and are thus measured subsequently at amortised cost less loss allowances. All financial liabilities are measured at amortized cost. The carrying amounts of financial assets and liabilities approximate their fair value as at 31 December 2021. Arrangements with financial institutions are entered into on market terms, and the carrying value at the reporting date has been assessed as approximating fair value. The recognised amounts consitute a reasonable approximation of fair value.

Note 11 Interest-bearing liabilities

Interest bearing liabilities are measured at amortised cost.Non-current financial liabilities
2021 | 2020
---|---
Bond loan | 3,629,772 | 2,073,280
Holdback | 66,538 | -
Total | 3,696,310 | 2,073,280

Current liabilities
2021 | 2020
---|---
Bond loan* | 6,980 | 2,945
Total | 6,980 | 2,945

*Instalments falling due within a 12 month period, including non-capitalised interest, are classified as current.

Financial statements 2021 163

LINK Mobility Group Holding ASA Annual report 2021

Contractual maturities of financial liabilities at 31 December 2021

	< 3 months	3 months - 1 year	1 - 2 years	2 - 5 years	Total
Bond loan (tap issue 15.12.2020)	-	67,424	67,424	2,166,321	2,301,170
Bond loan (tap issue 23.06.2021)	-	57,311	57,311	1,841,373	1,955,994
Total	-	124,735	124,735	4,007,694	4,257,164

Contractual maturities of financial liabilities at 31 December 2020

	< 3 months	3 months - 1 year	1 - 2 years	2 - 5 years	Total
Bond loan (tap issue 15.12.2020)	-	71,666	71,666	2,309,539	2,452,871
Total	-	71,666	71,666	2,309,539	2,452,871

2021	2020
Principal amount (tap issue 15.12.2020)	1,998,768
Principal amount (tap issue 23.06.2021)	1,699,011
Transaction costs (tap issue 15.12.2020)¹	-21,228
Transaction costs (tap issue 23.06.2021)¹	-56,127
Amortization (tap issue 15.12.2020)	4,118
Amortization (tap issue 23.06.2021)	5,231
Accrued interest and fees	6,980
Carrying amount	3,636,753

¹ The bond loan is initially measured at fair value net of transaction costs and it is subsequently measured at amortized cost using the effective interest rate method. Consequently, the transaction cost will be amortized over the life of the bond loan. The carrying value of the bond loan will be equal to the principal amount of EUR 370 million at maturity in FY2025.

Collateral and guarantees

On 15 December 2020, LINK Mobility Group Holding ASA (LINK) successfully completed the issuance of EUR 200 million senior unsecured bonds, with a EUR 350 million borrowing limit. Part of the proceeds from the bond issue were used to repay the remaining outstanding senior facility agreement (SFA). On 23 June 2021, LINK issued EUR 170 million new bonds in LINK’s outstanding 5-year senior note: The bonds were issued at par.

The bond loan will be repaid in full at the maturity date.

164 Because every communication matters WWW.LINKMOBILITY.COM

Note 12 Financial instruments, risk management objectives, and policies

Through its operations LINK Mobility Group Holding ASA is exposed to the the following risks:

• Interest rate risk
• Foreign exchange risk
• Credit risk
• Liquidity risk

Interest rate risk

Interest rate risk arises as a consequence of long-term debt. In December 2020 the Company successfully completed the issuance of EUR 200 million senior unsecured bonds, with a EUR 350 million borrowing limit. On 23 June 2021, LINK issued EUR 170 million new bonds in LINK’s outstanding 5-year senior note: refer to note 11 for further details. The sensitivity analysis below is based on the exposure to changes in interest rates for non-current financial liabilities. If interest rates had been one percent higher/lower and all other variables were held constant, the net financial result would decrease/increase by KNOK 36 959 (FY2020 KNOK 20 941). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings.

Foreign exchange risk

The Company is a holding company and does not actively undertake business in foreign operations. However, exchange risk arises from transactions related to operations conducted, and assets and liabilities arising in foreign currencies.

31 December 2021 (amounts in NOK 1000)	NOK/EUR impact	NOK/SEK impact	NOK/CHF impact
Borrowings	36,959	-	-

Credit Risk

The Company is a holding company and owns all shares in LINK Mobility Group AS; credit risk is deemed to be low.

165 LINK Mobility Group Holding ASA Annual report 2021

Liquidity risk

Management of liquidity risk consists in the obligation to ensure that LINK Mobility Group’s liquidity will be sufficient to meet its obligations as they mature, resulting in default.

The Group’s liabilities consist in bank accounts as of year-end. Obligations are covered by transfer of cash from subisidiaries.

The Group’s financial liabilities consist of equity and equity to repay obligations. For information about the bond covenants, see note 11. The Company does not have any credit facilities.

Note 13 Trade and other payables

(Amounts in NOK 1000)

Trade and other payables	2021	2020
Trade payables	289	5,631
VAT payable	25	1,545
Other accruals	96	46
Total trade and other payables	410	7,222

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Trade and other payables are due within three months.

166 Because every communication matters WWW.LINKMOBILITY.COM

Note 14 Income tax

(Amounts in NOK 1000)

Specification of income tax expense

The tax expense is composed of current and deferred tax.

	2021	2020
Deferred tax expense (income)	5,017	-
Current tax expense	-	725
Income tax (income)	5,017	725

Income tax payable (balance sheet)

	2021	2020
Income tax payable	-	725
Current tax liabilities (balance sheet)	-	725

Effective Tax Rate

The difference between income tax calculated at the applicable income tax rate and the income tax exepense attributable to loss before income tax was as follows:

	2021	2020
Profit/(loss) before income tax	1,423,203	29,820
Statutory income tax rate*	22%	22%
Expected income tax benefit	313,105	6,560
Tax effect on non-taxable income/expenses	-304,734	-23,973
Effect of changes in tax rules and rates*	-	-
Prior year adjustment	-725	-
Non deductible interest, interest cap rules	14,864	-
Current tax expense, interest cap rules	725	-
Change in deferred tax asset not recognized	-17,493	17,412
Income tax expense/income (-) for the year	5,017	725
Effective tax rate	0%	2%

• The statutory income tax rate based on the currently enacted tax rate in Norway.

167 LINK Mobility Group Holding ASA Annual report 2021

Specification of the tax effect of temporary differences and losses carried forward

Tax losses carried forward

	2021	2020
Unused tax loss carry forward	-	97,280
Interest cap	-	3,298
Potential tax benefit unused tax losses @ 22 %	-	21,402
Potential tax benefit interest cap @ 22 %	-	725

Deferred tax assets related to tax losses have not been recognised as it is deemed unlikely that the company will generate taxable income in the foreseeable future. The tax loss can be used to offset future taxable income.

The deferred tax effect of temporary differences and tax losses carried forward as of 31 December has not been recognised.

Tax effect of temporary differences and tax losses carried forward as of 31 December

Deferred tax liabilities:

	2021	2020
Long term receivables and debt in foreign currency	35,031	-
Other provisions	4,898	-
Tax loss to carry forward (-)	-24,124	-
Deferred tax liabilities	15,806	-

Unrecognised temporary differences

	2021	2020
Temporary differences for which deferred tax liabilities have not been recognised	-	21,065
Unrecognised tax liabilities relating to the above temporary differences @ 22 %	-	4,634

The temporary differences are related to unrealized gains from currency translation. Deferred tax liability has not been recognised as it is deemed unlikely that the company will generate taxable income in the foreseeable future.

Note 15 Contingencies and legal claims

The Company is not involved in any disputes or litigation as at the balance sheet date or as at the prior period. Management and the Board of Directors are not aware of any such incidents that may have a negative impact on the Company.

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Financial statements 2021 169

LINK Mobility Group Holding ASA Annual report 2021

170 Because every communication matters WWW.LINKMOBILITY.COM

Because every communication matters 171

LINK Mobility Group Holding ASA Annual report 2021

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