Annual Report 2020

Content

Introduction
02 Content
03 Managing Director's introduction
04 Statement by the Chairman of the Board – VNV and ESG

Investment portfolio
05 Investment portfolio
08 Babylon
08 BlaBlaCar
09 Voi
09 Gett
10 Property Finder
10 Hemnet
11 Booksy
11 SWVL
12 Dostavista
12 OneTwoTrip
13 Other investments

Share information
Financial information
14 The VNV Global share
16 List of contents of Financials
17 Administration report
18 Financial summary
21 Group Financial Statements
21 Income statements – Group
22 Balance sheets – Group
23 Statement of Changes in Equity – Group
24 Cash flow statements – Group
25 Notes for the Group
43 Parent Company Financial Statements
43 Income statement – Parent
44 Balance sheet – Parent
45 Statement of Changes in Equity – Parent
46 Cash flow statement – Parent
47 Notes for the Parent
54 Declaration
55 Auditor's Report

Corporate Governance
58 Corporate Governance Report 2020
63 Auditor's Report on the Corporate Governance Statement

Sustainability
64 Sustainability Report 2020
67 GRI Disclosures included in this Report
68 Auditor's Report on the Sustainability Report

Other
69 Glossary

Financial calendar
2021
Interim report for the first three months
General meeting of shareholders 2021
Interim report for the first six months
Interim report for the first nine months
Financial accounts bulletin
Annual report 2021
April, 28, 2021
May 4, 2021
July 28, 2021
October 22, 2021
January 28, 2022
March 2022
April, 28, 2021

Photos/illustration (clockwise from top left): Voi, BlaBlaCar, SWVL, Booksy, Babylon.

Annual Report 2020
03

Managing Director's introduction

Per Brilioth
Managing Director

Goodbye 2020.

A harrowing year and any attempt to summarize it has to start by sending our thoughts to all those who have suffered and all those who have lost loved ones too early. The full effects of the year will likely not be known for many many years and a lot of work remains. In all the darkness and the inevitable attempts to politicize the situation, sowing divisions, I think we should also recognize that in many areas the world has come together and produced progress.

At VNV Global it has been a very active year. The overall portfolio has weathered this storm well and some themes have experienced an enormous acceleration, most notably the disruption of local mobility and healthcare by business models centered on digital tools. Babylon and Voi have for these reasons contributed positively to the portfolio over the year, producing an increase in the NAV per share of 22% in USD terms. Not enough, but then of course we don't operate in one-year horizons. The capital markets we act within and their set of rules on accounting rhythms have us trying to sum up the calendar year of the past 12 months, but our investment horizon is much longer and as you know our most important investments have been with us for over 10 years.

During the year we have been very active in funding our portfolio companies as well as engaging in a series of new investments, especially through our newly started scout program. We completed a rights issue during the summer, changed our name, moved home to Sweden after 22 years in the Atlantic. Feels super good.

As has been clear for a while our largest investments today are Babylon, BlaBlaCar, Voi and Gett, and these are naturally the largest contributors to the movement of our share price in the short to medium term. We believe all of them provide large upside potential. However, in the same way that these four holdings were small in relation to Avito until early 2019, we believe there is plenty to look forward to in the rest of the portfolio that overtime will grow into a size where they also will be important contributors. Three exciting next generation holdings in the portfolio are SWVL, Dostavista and Booksy. While small in the shadow of the four big ones today I believe they all have the potential to double and then double again over the next 3–4 years upon which they collectively could be worth some USD 500 mln, and thus be very important contributors to the share price. SWVL presented at our CMD and I would encourage you to look at the founder Mostafa Kandil's presentation which is available on our website. At our next CMD we will endeavor to have both Booksy and Dostavista present.

Many of you know that I am a tennis maniac, so here we go on me trying to map our portfolio in tennis players. Google, Facebook and Amazon are the super established stars like Federer, Nadal, Djokovic and Serena Williams. Our "old" darling of Avito is up there with those, maybe a Dominic Thiem? We don't have those in our portfolio as we are looking for more emerging players with more upside movement. Babylon, BlaBlaCar, Voi and Gett are established but still have their best ahead of them. Much like Zverev, Tsitsipas, Medvedev and Naomi Osaka, all top talents in the world but still to dominate. They will for sure win many many grand slams and each of them has the opportunity to become the biggest in the world, a number one.

Below our lead quartet of stars we have the nextgen crowd of SWVL, Dostavista and Booksy. In the tennis world these are Jannik Sinner, Sebastian Korda, Lorenzo Mussetti or Cori Gauff. Higher risk here, we don't know for certain that they will reach number one but they are for sure out there swinging with that ambition.

However, our portfolio is also full of juniors, players that are yet to even reach the top 100. The best junior in the world is the Dane Holger Rune. On the girl side we find another Dane: Clara Tauson. We have a dozen Holger Runes and Clara Tausons in the portfolio. Look them up when you are next tuning in to a tennis tournament and you will be amazed how these teenagers play...

Hello 2021

What does 2021 hold in store for us? Well the outlook certainly seems a little brighter than over the past 9 or so months. The vaccine rollout is starting to gain momentum and hopefully it helps bring us back to some sort of normality.

On the back of this improved outlook, we enter 2021 with a strong pipeline of potential investment opportunities, both within the existing portfolio as well as in a few new names.

I am very excited by our portfolio, and sense strong performance both from the large contributors of 2020 and from the constituents that have had a slower year on the back of Covid. The mobility plays that have been slowed on the back of Covid are all in a strong position relative to their competitors and hence have opportunities to be aggressive in this hopefully last inning of the pandemic before the vaccine fights it down.

We are also seeing interesting new deal flow. Both in the existing macros but increasingly also in the intersection of network effects and climate change. We have done a couple of investments during the past year which fit here, they are small and we will be able to talk more about them later. My sense is that there are more to come. Companies that check the box of their product becoming better with every new user, high barriers to entry are being built and that are in demand because their markets increasingly need to operate as climate efficiently as possible.

Thanks for being with us on this journey. And here's to either Medvedev, Tsitsipas, Zverev or Osaka reaching number one, to Lorenzo Musseti, Sebastian Korda, Cori Gauff and especially Jannik Sinner going into the top 10 and most exciting to see the Danish youngsters beat up one of the established players and enter the top 100.

Finally, here in the dawn of 2021 when we depart a dark period like then one we have been through and looking onto a brighter future I think it is worth reciting the last line of Amanda Gorman's poem The Hill We Climb:

For there is always light,
if only we're brave enough to see it.
If only we're brave enough to be it.

Photo: Tobias Ohls

Annual Report 2020
04

Statement by the Chairman of the Board – VNV and ESG

Lars O Grönstedt
Chairman of the Board

My fellow shareholders,

At VNV global we back local companies that let millions of people use their potential better, by improving health, increasing mobility, and facilitating choice. It is not box-ticking. But it is a philosophy. And it does make the world a richer and a better place. It brings satisfaction to our work, and it should bring a certain amount of contentment, or even pleasure to you as our shareholders. You enjoy a constantly rising share price while knowing that your money invested really increases global well-being.

This is how we think!

Central to all human activity is productivity. The welfare of humanity is increased when the same output can be achieved with smaller inputs of capital, labour, and time. When the scale of inputs can be reduced without reduction in output, the inputs so released will be utilized elsewhere, thus further increasing total output.

A poor and primitive society can do little to mitigate climate change, ill health or gender inequality. There all productive resources are used to produce absolute essentials; food, protection from the elements, and defense against hostile neighbours who are equally starved of resources. In such societies, it is easy to think that resources are finite, and that we are already at the limit. The only way to get marginally more secure is to rob the next fellow. So more and more of the scant resources are devoted to defense of what little you have. Extortion and corruption are common. What talents you have is irrelevant. What matters is what tribe you belong to.

To us, efficiency, and some modest affluence, are central to a better global environment, more equitable societies, and transparent and accountable corporate governance.

Efficiency can be improved in all societies, and in all organizations. But the scope for improvement is highest where information and choice are limited, health is poor, and transport of people and goods is a daily challenge. Therefore, we have a strong emphasis on investment in emerging markets. As examples, Babylon aim to use AI and telemedicine to put an accessible and affordable health service in the hands of every person on Earth. Grace Health is the most trusted source for women's health advice in East and West Africa.

BlaBlaCar rationalizes transport by improving bus networks and car pooling in Brazil, and 21 other countries around the world. SWVL brings structure and affordability to transport in Egypt.

El Basharsoft improves the Egyptian labour market by offering a marketplace to match job applicants with work places. Naseeb does the same in Pakistan and Saudi Arabia. Through them it matters less who your uncle is, than what your talents are.

Those are our three sectors – health, mobility and marketplaces. Through our more than 36 investments in these sectors we improve health, make transport cheaper and easier, and through the marketplaces we support we make information more ubiquitous, choice easier, and payment and delivery more secure. The friction of inefficiency in all these sectors is reduced, making people better off and taking away some of the daily anxiety that comes with lack of knowledge, and lack of choice.

We are a Swedish company, listed on the Stockholm stock exchange and following Swedish traditions of transparency and accountability. We back local entrepreneurs in over 18 nations around the world. By doing so we support living examples that a market economy works, in places where that is still often uncertain. And the people we back set an example of hope and hard work in their environment, not least seen by the youths of their nations.

Efficiency is important also in the way we work ourselves. We have an average management cost of less than 1.2% of net asset value over the last five years, and a compound annual growth of 26% in total shareholder value over the same period. Both figures compare very favourably with the same figures for mutual funds investing in emerging markets.

Personal accountability is important to us. Staff is limited to 8 persons, and we use outside consultants sparingly – we do not believe in outsourcing responsibility. Staff turnover is zero. The full board takes the responsibility of our investment committee, and all board members have undertaken to over time invest at least one year's worth of remuneration in company stock.

It is ESG in practice. It is not box-ticking. It is a philosophy.

And it works.

Annual Report 2020
05

Investment portfolio

The VNV Global investment portfolio
/December 31, 2020/

Category	Category	Category	Category
Mobility
43.9%	Digital Health
35.9%	Marketplace
16.7%	Other
3.5%
Company	Company	Company	Company
BlaBlaCar	15.0%	Babylon	33.7%
Voi	10.8%	Numan	0.8%
Gett	9.1%	Yoppie	0.5%
Dostavista	2.9%	Vezeta	0.4%
SWVL	2.6%	Grace Health	0.2%
OneTwoTrip	2.2%	Napopravku	0.2%
Monopoliya	0.7%	DOC+	0.1%
Shohoz	0.6%	Company	Cash and cash equivalents
		Property Finder	3.5%
		Hemnet	3.4%
		Booksy	2.9%
		HungryPanda	1.1%
		Wallapop	1.1%
		Inturn	1.1%
		HousingAnywhere	1.0%
		El Basharsoft	0.9%
		Merro	0.6%
		JamesEdition	0.3%
		Naseeb Networks	0.3%
		Shwe Property	0.1%
		Alva	0.1%
		Dubicars	0.1%
		JobNet	0.1%
		Agente Imóvel	0.1%

Annual Report 2020

Investment portfolio

The investment portfolio stated at fair market value as at December 31, 2020, is shown below.

/Expressed in USD thousands/

Category	Company	Fair value, 12/31/2020	Investments/ Disposals	Fair value change	Valuation change per share	Fair value, 12/31/2019	Percentage weight	Ownership	Valuation method
Digital Health	Babylon	353,541	–	153,541	77%	200,000	29.8%	10.6%	Revenue multiple
Digital Health	Babylon¹	45,729	35,229	10,500	30%	–	3.9%		Revenue multiple
Mobility	BlaBlaCar	178,482	–	-30,972	-15%	209,454	15.0%	8.7%	Revenue multiple
Mobility	Voi	128,627	17,366	8,827	7%	102,434	10.8%	25.5%	Latest transaction
Mobility	Gett	108,306	5,300	28,153	30%	74,853	9.1%	5.6%	Revenue multiple
Marketplace	Property Finder	41,235	–	-6,649	-14%	47,883	3.5%	9.5%	Revenue multiple
Marketplace	Hemnet²	40,832	–	14,986	58%	25,845	3.4%	6.0%	EBITDA multiple
Marketplace	Booksy	34,957	5,999	16,027	127%	12,931	2.9%	10.4%	Latest transaction
Mobility	SWVL	30,382	7,002	7,378	43%	16,002	2.6%	12.5%	Revenue multiple
Mobility	Dostavista	29,025	1,000	16,464	131%	11,561	2.4%	16.5%	Revenue multiple
Mobility	OneTwoTrip	25,579	–	-3,074	-11%	28,653	2.2%	21.1%	Revenue multiple
	Other equity investments³	134,909	44,578	16,793	14%	73,538	11.4%
	Other convertible notes³	9,193	1,642	385	0%	7,167	0.8%
Other	Liquidity management	2,121	-18,826	287	0%	20,660	0.2%
	Investment portfolio	1,162,916	99,290	232,645		830,982	98.0%
Other	Cash and cash equivalents	23,321				18,855	2.0%
	Total investment portfolio	1,186,237				849,836	100.0%
	Borrowings	-98,362				-68,582
	Other net receivables/liabilities	-7,641				-4,270
	Total NAV	1,080,234				776,984

Holding through Global Health Equity AB.
Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
For further details on these holdings, see Note 3.

Annual Report 2020

Investment portfolio

The Group's net asset value (NAV) as at December 31, 2020, was USD 1,080.23 mln, corresponding to USD 11.36 per share. Given a SEK/USD exchange rate of 8.1772 the values were SEK 8,833.34 mln and SEK 92.91 respectively.

The group's NAV per share in USD, adjusting for the 2020 rights issue, increased by 22.2%. During the same period the MSCI Emerging Markets index increased by 15.8% in USD terms.

Investment activities during 2020 include continuing support to existing portfolio companies, mainly in Babylon, through Global Health Equity AB, (USD 35.2 mln), Voi (USD 17.4 mln), Gett (USD 5.3 mln), Booksy (USD 6.0 mln) and SWVL (USD 7.0 mln). New investments of a total of USD 34.2 mln were made mainly into HungryPanda (USD 12.9 mln) and Inturn (USD 11.2 mln).

At the end of December, 2020, the four largest holdings were Babylon (33.7%), BlaBlaCar (15.0%), Voi (10.8%) and Gett (9.1%).

Quarterly NAV per share and share price development, 2007–2020 (Adjusted historic SDR and NAV data. Source: Nasdaq Stockholm)

VNV Global share, SEK
Net asset value/share, SEK

Annual Report 2020
Investment portfolio

Babylon

Digital Health

Direct ownership in Babylon:
Year of initial investment	2017
Total Value (USD mln)	353.5
Share of total portfolio	29.8%
Share of total shares outstanding	10.6%
Value development 2020 (in USD)	+77%
Indirect ownership in Babylon:
---	---
Year of initial investment	2020
Total Value (USD mln)	45.7
Share of total portfolio	3.9%
Value development 2020 (in USD)	+30%

babylonhealth.com

Babylon launched in 2015 and is a pioneer in personal digital healthcare globally. Babylon's mission is to put an accessible and affordable health service into the hands of every person on Earth. In 2017, Babylon launched GP at Hand, its service for the National Health Service (NHS) funded healthcare, in the UK. Babylon currently has over 92,000 registered members with "GP at Hand" in the UK, making it the largest practice in the country. Babylon is also present in the US, Canada, 11 countries in South East Asia and Rwanda.

During 2020, Babylon has continued to expand its services across markets and has also continued to see an elevated demand of their services on the back of Covid-19, with 8% of the UK population covered by its AI-led COVID-19 Care Assistant.

In the US, Babylon has built one of America's largest value-based care services, with 65k members covered. This is in addition to the clinical services already being delivered to approx. 3.5 mln Americans in California, New York, Iowa, Missouri and Nevada, with more to come.

Babylon also expanded its service in South East Asia to eight additional countries, now covering 12.5 mln Prudential members.

Babylon also invested in Higi, a consumer health engagement company, to increase access to Babylon services through 10k community and retail units within 5 miles of over 75% of the US population. As per December 31, 2020, VNV Global values its 10.6% direct ownership in Babylon, based on a forward-looking EV/Revenue model, at USD 353.5 mln. VNV Global has also invested USD 35.2 mln in Babylon through Global Health Equity AB and values its indirect exposure at USD 45.7 mln.

2020 highlights

Delivered 1.3 mln clinical consultations and completed over 2 mln AI interactions
Launched in the US covering over 3.5 mln with Babylon's clinical services
Launched value-based care services for 65k members in the US
Launched additional markets in South East Asia, now covering 12.5 mln people in the region
Signed a new 10-year government contract in Rwanda to deliver digital-first primary care
Saved up to 35% of NHS hospital costs per patient after joining Babylon GP at Hand
Grew revenues by 4x in 2020 compared to 2019
Retained 5-star rating by 90% of Babylon's members
As of year-end 2020, Babylon had 6.7 mln registrations worldwide, an increase from 3.8 mln members at the end of 2019

BlaBlaCar

Mobility

Year of initial investment	2015
Total Value (USD mln)	178.5
Share of total portfolio	15.0%
Share of total shares outstanding	8.7%
Value development 2020 (in USD)	-15%

blablacar.com

BlaBlaCar is the world's leading long-distance carpooling platform – a global, trusted community of 102 million members in 22 countries. The platform connects people looking to travel long distances with drivers heading the same way, so they can travel together and share the cost. BlaBlaCar also operates a bus marketplace, a bus network and a commuter carpooling service. BlaBlaCar aims to become the go-to marketplace for shared road mobility. Affordable, convenient and user-friendly, wherever there's a road, there's a BlaBlaCar.

During 2020 BlaBlaCar has seen direct negative effects from the covid-19 pandemic. During the periods of strict Covid-related restrictions, BlaBlaCar's bus operations was suspended in western Europe, and the carpooling network saw limited activity. Following the easing of restrictions, BlaBlaCar saw a swift and strong recovery across its markets, especially in the carpooling segment.

During the fourth quarter of 2020 BlaBlaCar noted 11.9 mln passengers which is a 42.7% decrease on the same quarter in 2019. During the year, BlaBlaCar's member base grew by 13 mln to 102 mln members by year-end 2020.

Since 2015, VNV has invested a total of USD 131 mln into BlaBlaCar.

As per December 31, 2020, VNV Global values its 8.7% ownership in BlaBlaCar, based on a forward-looking EV/Revenue model, at USD 178.5 mln.

2020 highlights

Grew to 102 mln members at year end 2020
Grew the Brazilian market to more than 7 mln members
BlaBlaCar launched BlaBlaHelp during the pandemic to allow its community to help each other out with grocery shopping and other chores
BlaBlaCar entered a partnership with Voi to provide last mile transportation in France

Members	2017 YE	2018 YE	2019 YE	2020 YE
BlaBlaCar	54.8 mln	71.3 mln	89.2 mln	102.0 mln
BlaBlaLines	0.1 mln	0.5 mln	1.5 mln	1.6 mln

Annual Report 2020

Investment portfolio

Voi

Mobility

Year of initial investment	2018
Total Value (USD mln)	128.6
Share of total portfolio	10.8%
Share of total shares outstanding	25.5%
Value development 2020 (in USD)	+7%

voiscooters.com

Voi Technology is a free-floating e-scooter sharing service for last mile transportation. Voi makes e-scooters available for everyone through their app and provides a green and efficient way to move around cities. The company launched in Stockholm in August 2018 and has since rolled out across Europe. By year-end 2020, Voi was closing in on reaching 40 mln cumulative rides.

During 2020, Voi raised further funding through a USD 30 mln funding round during the summer and another larger USD 160 mln round towards the end of the year lead by US investor Raine Growth.

Despite increased Covid-19 related restrictions during 4Q20 across Europe, Voi grew the number of rides by 50% compared to the same quarter 2019. Total number of rides were up 35% during the full year compared to the full year 2019. At year-end 2020, Voi estimates that they have a pan-European market share of licensed scooters of >50%, including approx. 80% in the UK.

VNV values its 25.5% stake in Voi Technology as per December 31, 2020, on the basis of the last transaction in the company which closed in December 2020.

2020 highlights

Present in more than 40 cities across Europe
Launched successfully in the UK and established a clear market leading position
Despite Covid-19, Voi grew the total number of rides with 35% compared to 2019
The company was EBITDA profitable for a number of consecutive months during the summer/early fall 2020

Gett

Mobility

Year of initial investment	2014
Total Value (USD mln)	108.3
Share of total portfolio	9.1%
Share of total shares outstanding	5.6%
Value development 2020 (in USD)	+30%

gett.com

Gett, a global leader in corporate transportation, is a mobility software that operates a global transportation grid, helping businesses to thrive by modernizing their transportation infrastructure.

It is a Trillion dollar vision to help every business around the globe to move from A to Z regardless of the underlying transportation vendor and save cost.

Gett is an enterprise SaaS solution that aggregates all types of supply and solely focuses on corporate ground transportation. Such positioning allows Gett not to compete with consumer-focused ride-hailing businesses but, on the contrary, partner with Lyft in the US and Ola in the UK among many others.

In 2020 Gett showed its best year results in absolute and relative terms and became operationally profitable for the full year, with a positive consolidated all countries' EBITDA (before overhead and R&D costs). Despite Covid-19 the company has overdelivered on its original 2020 budget, well over-performing the overall travel market.

Gett rolled out its 10th generation of the platform software and by the end of 2021 companies will be able to use Gett in 100+ countries. Today Gett already serves a third of the Fortune 500 companies.

As per December 31, 2020, VNV Global values its stake in Gett based on a forward-looking revenue multiple-based valuation at USD 108.3 mln.

2020 highlights

Gett raised a total of USD 115 mln during the year
Gett over delivered on its pre-Covid budget
Gett is now available in over 1,500 cities globally

Annual Report 2020
Investment portfolio

Property Finder

Marketplace

Year of initial investment	2015
Total Value (USD mln)	41.2
Share of total portfolio	3.5%
Share of total shares outstanding	9.5%
Value development 2020 (in USD)	-14%

propertyfinder.ae

Property Finder is the leading digital real estate platform in the Middle East and North Africa region that facilitates the house hunting journey for both buyers and renters.

Founded in 2007, the website has evolved over the years as the go-to platform for developers, real estate brokerages and house hunters to make informed decisions on all things real estate.

A UAE-born startup, Property Finder has branched out of the country's shores and operates in a total of seven markets, including Qatar, Bahrain, Saudi Arabia, Lebanon, Egypt, and Morocco, and has a significant stake in the second largest property portal in Turkey. Property Finder generates almost six million monthly visits as a Group.

The property portal employs over 450 employees globally, of which 204 people work out of its Dubai office. Property Finder takes pride in hiring talent from all nationalities and boasting a multicultural workplace. At last count, the company had staff from close to 50 nationalities in its fold.

As per December 31, 2020, VNV Global values Property Finder at USD 41.2 mln based on a forward-looking revenue multiple-based valuation.

Group KPI development 2020

Total page views are up 27% year on year
Total sessions are up 34% year on year
Total leads generated are up 30% year on year
Total unique users are up 2% year on year

Hemnet

Marketplace

Year of initial investment	2016
Total Value (USD mln)	40.8
Share of total portfolio	3.4%
Share of total shares outstanding	6.0%
Value development 2020 (in USD) *	+58%

Including currency exchange differences.

hemnet.se

Hemnet is Sweden's largest online property portal, founded in 1998, with 2.8 mln visitors each week to its mobile and desktop products. In 2020, 194k real estate listings were published on Hemnet, up 1% year on year. During 2019, the company generated revenue of SEK 444 mln (2018: 373) and EBITDA of SEK 172 mln (2018: 138). Hemnet has a strong position in the Swedish market with substantial network effects through its relationships with real estate brokers and home sellers alike and is in an excellent position to continue to grow its business. For more information, please visit hemnet.se.

The investment in Hemnet was made through the co-investment vehicle YSaphis S.A., together with a consortium led by Henrik Persson and Pierre Siri, which alongside majority investor General Atlantic acquired Hemnet in December 2016.

As per December 31, 2020, VNV values its investment in Hemnet on the basis of an EV/EBITDA valuation-model as the last significant transaction now is more than 12 months old.

Key performance indicators 2020

194k total listings, up 1% year on year
SEK 530 bn in aggregated property value (asking price)
85% mobile traffic
46,918 houses listed, down 8% year on year
104,447 apartments listed, up 5% year on year
63.8 mln visitors per month, up 18% year on year

Annual Report 2020
Investment portfolio

Booksy

Marketplace

Year of initial investment	2018
Total Value (USD mln)	35.0
Share of total portfolio	2.9%
Share of total shares outstanding *	10.4%
Value development 2020 (in USD)	+127%

Indirect holding through Piton Capital

booksy.com

Booksy is a SaaS driven booking platform for the beauty industry. The company is based in Poland and has expanded into the US, the UK, Brazil and South Africa.

Booksy is a robust booking system for people looking to schedule appointments for health & beauty services consisting of two apps, Booksy Biz for businesses and Booksy for clients; designed to make scheduling appointments seamlessly. Booksy Biz allows the business owner to create a business profile and completely manage their calendar and appointment schedule. Booksy allows the client to view the business' profile, see their availability, and book an appointment right from the app. Both apps work together in real time, so the calendar is always up-to-date. As soon as a client books an appointment, the business receives a notification and the appointment is placed on their calendar.

During the fourth quarter 2020, Booksy closed a new larger USD 70 mln funding round, that significantly revalued the company compared to VNV Global's earlier mark. VNV Global participated with USD 6.0 mln in the round. The company has performed well during 2020 despite negative impact due to Covid-related restrictions.

As per December 31, 2020, the investment is valued on the basis of the last transaction which closed in 4Q20.

SWVL

Mobility

Year of initial investment	2019
Total Value (USD mln)	30.3
Share of total portfolio	2.6%
Share of total shares outstanding	12.5%
Value development 2020 (in USD)	+43%

swvl.com

SWVL is a premium alternative to city transportation that connects commuters to bus lines through an app. The company started in Cairo and has grown massively in this very difficult city, whilst also expanding to Alexandria and now also Nairobi and Lahore and Karachi in Pakistan with additional markets on the roadmap. The public transportation system in each of these cities lacks efficiency, security and reliability and the taxi alternatives are too expensive for the middle class. The supply of buses is very poor, leading to very overcrowded buses as the only source of intra-city transportation for the middle class. SWVL offers a premium on demand bus service with third party supply. The algorithm plans the most efficient routes and the most efficient bus stops for peak hours, and more flexibility is possible during off peak hours. Network effects arise through the snowball of the more users that are attracted to the service, the more bus owners will want to offer their supply, the more bus supply the more routes etc., the more customers etc., etc. The technological heart is through the user experience (UX) in the app, the routing of buses in real time and perhaps most importantly the aggregation of data to plan future bus lines more efficiently. The overall technological complexity is higher than in ride hailing where a car is 'simply' dispatched to a certain place.

As per December 31, 2020, VNV values its investment in SWVL on a forward-looking peer multiples model.

Annual Report 2020

Investment portfolio

Dostavista

Mobility

Year of initial investment	2019
Total Value (USD mln)	29.0
Share of total portfolio	2.4%
Share of total shares outstanding	16.5%
Value development 2020 (in USD)	+131%

dostavista.global

Dostavista targets the first and last mile delivery market. The solution of the delivery infrastructure of shopping on the internet is deliveries within the hour. Long distance delivery works well but first mile (out of the merchants' inventory) and last mile (into the hands of the receiver) is inefficient, fragmented, inconvenient and expensive. The product that Dostavista sells is essentially on demand logistics for SMEs where there is a delivery within 90 minutes or exactly on time. No more going to the local tobacco store after work to pick up what you ordered on the net or staying home the whole day to wait for a delivery.

Dostavista handles quality control through a system of scoring and rating. Clients rate couriers in a similar way to taxi services. The company also runs a system which scores couriers using many parameters, in a way similar to banks scoring of their customers. There are also customer service centers in every country that handle whatever problems or queries may arise. The company is present in 11 countries and has over 2 million registered couriers and offers delivery services within 90 minutes or precisely on time. Dostavista was founded by Mike Alexandrovskiy in 2012.

As per December 31, 2020, VNV values its investment in Dostavista on a forward-looking peer multiples model.

OneTwoTrip

Mobility

Year of initial investment	2015
Total Value (USD mln)	25.6
Share of total portfolio	2.2%
Share of total shares outstanding	21.1%
Value development 2020 (in USD)	-11%

onetwotrip.com

OneTwoTrip (OTT) is serving the underpenetrated Russian online travel market characterized by lack of focused local/foreign competition, and with inherent scalability via fully virtual inventory. It is the number one player in a leading e-commerce segment with the best overall product proposition, nimble and bottom-line focused executive team and rapidly growing mobile channel.

As per December 31, 2020, OneTwoTrip is valued at USD 25.6 mln based on a forward-looking peer multiples model. VNV Global owns 21.1% of the company on a fully diluted basis.

2020 highlights

Traffic: Cumulative mobile installs of 10+ mln
Lock-downs and travel restrictions led to sharp deterioration in 2020
Low point in April 2020 with -76% traffic, -89% orders and -90% revenue compared to 2019
Strong recovery after easing restrictions with -21% traffic, -14% orders and -20% revenue in December 2020 compared to 2019
Client base extended with +20% mobile installs and +30% B2B clients in December 2020 compared to 2019
Integrated fintech solution into the OTT platform by launching in-app virtual payment card

Annual Report 2020

Investment portfolio

Other investments

Below is a summary of the remaining investments in the VNV portfolio. Individually, each represents less than 1.5% of the total portfolio and together they represent approximately 11.4% of the total portfolio. See note 3 for more detailed information on these investments. Also, please see our website (vnv.global/investments) for further information.

Other equity investments

Marketplace	HungryPanda	● hungrypanda.co
Marketplace	Wallapop	● wallapop.com
Marketplace	Inturn	● inturn.com
Marketplace	HousingAnywhere	● housinganywhere.com
Marketplace	El Basharsoft (Wuzzuf and Forasna)	● basharsoft.com
Digital Health	Numan	● numan.com
Mobility	Monopoliya	● monopoly.su
Mobility	Shohoz	● shohoz.com
Marketplace	Merro
Other	YouScan	● youscan.io
Digital Health	Yoppie	● yoppie.com
Digital Health	Vezeeta	● vezeeta.com
Marketplace	JamesEdition	● jamesedition.com
Marketplace	Naseeb Networks (Rozee and Mihnati)	● naseebnetworks.com
Digital Health	Grace Health	● grace.health
Other	Marley Spoon	● marleyspoon.com
Digital Health	Napopravku	● napopravku.ru
Other	VNV Pioneer
Digital Health	DOC+	● docplus.ru
Marketplace	Shwe Property	● shweproperty.com
Marketplace	Alva	● alvalabs.io
Marketplace	Dubicars	● dubicars.com
Other	Olio	● olioex.com
Marketplace	JobNet	● jobnet.com.mm
Marketplace	Agente Imóvel	● agenteimovel.com.br
Other	Glovo	● glovoapp.com

Other convertible notes

Mobility	Dostavista	● dostavista.global
Mobility	Shohoz	● shohoz.com
Marketplace	El Basharsoft	● basharsoft.com
Marketplace	Naseeb Networks	● naseebnetworks.com
Marketplace	HousingAnywhere	● housinganywhere.com

Liquidity management

The Company also has investments in money market funds as part of its liquidity management operations. As per December 31, 2020, the liquidity management investments are valued at USD 2.12 mln (2019: 20.66), based on the latest NAV of each fund's and bond's market value.

Annual Report 2020

The VNV Global share

Share classes

The Parent Company's registered shares consist of the following numbers of shares:

Share class	Number of shares outstanding	Number of votes	Share capital, SEK	Share capital, USD
Common shares	95,076,547	95,076,547	9,507,655	969,118
Reclassifiable, subordinated, Incentive shares of Series C 2019	2,100,000	2,100,000	210,000	22,703
Reclassifiable, subordinated, Incentive shares of Series C 2020	525,000	525,000	52,500	5,675
Total	97,701,547	97,701,547	9,770,155	997,496

Common shares

The common shares of VNV Global are listed on Nasdaq Stockholm, Mid Cap segment, with the ticker VNV. The common shares of VNV Global replaced the Swedish Depository Receipts representing shares in VNV Global Ltd. with effect as from June 29, 2020, in connection with the redomestication of the group from Bermuda to Sweden. All the shares carry one vote each.

Incentive shares of Series C 2019 and C 2020/ redeemable re-classifiable common shares

Within the framework of the share-based long-term incentive programs for management and key personnel of the VNV Group of 2019 and 2020, participants subscribed for a new class of incentive shares in the Company, designated Series C 2019 and C 2020, respectively. Depending on the performance of both the Company's Net Asset Value and of the VNV Global share price, some or all of the incentive shares will be redeemed or reclassified as ordinary common shares. If the performance conditions are not fulfilled, then the incentive shares will be redeemed at nominal value and cancelled. The participants will be compensated for dividends and other value transfers to the shareholders during the life of the programs. The participants are also entitled to vote for their incentive shares during the measurement period.

VNV Global monthly share price development 2019—2020 (Source: Nasdaq Stockholm (adjusted SDR data), MSCI)

VNV Global share, SEK
MSCI Emerging Markets Index, adjusted
VNV Global average daily turnover, '000 shares

Annual Report 2020
The VNV Global share

Largest shareholders

The shareholder list below shows the ten largest owners as per December 31, 2020. The number of shareholders in VNV Global on December 31, 2020 amounted to approximately 18,100 (2019: 10,300).

	Owner	Holding, shares	Holding, percent
01	Acacia Partners *	23,496,000	24.7%
02	Armor Advisors LLC *	12,503,696	13.2%
03	Kayne Anderson Rudnick *	12,078,455	12.7%
04	Swedbank Robur Funds	6,516,060	6.9%
05	AVI Global Trust PLC *	4,625,628	4.9%
06	C Worldwide Asset Management *	2,644,018	2.8%
07	TIN Funds	2,584,799	2.7%
08	Per Brilioth	1,308,480	1.4%
09	Avanza Pension	1,206,584	1.3%
10	Barca Capital Funds *	1,152,638	1.2%
	10 largest owners	68,116,358	71.6%
	Other	26,960,189	28.4%
	Total (common shares)	95,076,547	100.0%

As per latest notification to the Company.
Based on Euroclear Sweden AB data and holdings known to the Company. Excluding nominees.
The total number of shares in the table excludes 2,100,000 redeemable common shares issued under LTIP 2019 and 525,000 redeemable common shares issued under LTIP 2020.

The market

The VNV Global share is traded on Nasdaq Stockholm, Mid Cap segment since July 4, 2007. Until June 26, 2020, the share was traded in the form of a Swedish Depository Receipt (SDR).

Codes assigned to the VNV Global share

Recent and historic quotes for VNV Global's share are easily accessible on a number of business portals as well as via professional financial and real-time market data providers. Below are some of the symbols and codes under which the VNV Global share can be found.

ISIN Code: SE0014428835
Nasdaq Stockholm short name (ticker): VNV
Reuters: VNV.ST
Yahoo Finance: VNV.ST
Google Finance: STO:VNV
Bloomberg: VNV:SS

Events during the year

Share turnover

The average daily turnover during 2020 was 91,700 shares (2019: 52,500 shares). Trading has been conducted 100 percent of the time. (Source: Nasdaq Stockholm, adjusted SDR data.)

At the Company's annual general meeting on April 24, 2020, it was resolved to:

1) merge the Company's shares of 1,000:1, whereby the previous 1,000 shares were merged into one (1) share,
2) carry out a share split of 1:79,230,456, whereby one (1) existing share was divided into 79,230,456 shares,
3) carry out a bonus issue whereby the Company's share capital was increased by SEK 7,823,045.60 through transfer of funds from unrestricted equity. The bonus issue was made without issue of new shares. The purpose was to adjust the number of outstanding shares in VNV Global AB prior to the redomestication.
4) Issue a total of 2,625,000 Incentive Shares of Series C 2019 and C 2020 to VNV Global Ltd. The shares were subsequently distributed to participants in LTIP 2019 and LTIP 2020 in exchange for their 2019 and 2020 Plan Shares in VNV Global Ltd. as part of the redomestication of the Group.

On July 24, 2020, VNV Global announced that the Company's Rights Issue was fully subscribed. In August 2020, the company completed a share issue whereby 15,846,091 new shares and 15,846,091 warrants were issued in units comprising one share and one warrant each for a consideration of SEK 55 per unit each.

The number of shares outstanding at year-end was 97,701,547, of which 95,076,547 common shares and 2,625,000 incentive shares of Series C 2019 and C 2020.

The number of common shares includes 749,700 shares held in treasury, which may be used to settle future obligations to participants in the Company's outstanding share-based long-term incentive program LTIP 2018. As at January 1, 2020, the Parent Company held no treasury shares.

Dividends

No dividend has been proposed for the year.

Annual Report 2020
16

List of contents of Financials

Administration report

Financial summary

Group Financial Statements

Income statements – Group
Balance sheets – Group
Statement of Changes in Equity – Group
Cash flow statements – Group

Notes for the Group

Note 1: Significant accounting policies
Note 2: Risk and risk management
Note 3: Critical accounting estimates and assumptions
Note 4: Result from financial assets at fair value through profit or loss
Note 5: Operating expenses
Note 6: Remuneration to Auditors
Note 7: Net financial items
Note 8: Taxation
Note 9: Property, plant and equipment
Note 10: Financial instruments by category
Note 11: Non-current financial assets at fair value through profit or loss
Note 12: Other current receivables
Note 13: Cash and cash equivalents
Note 14: Borrowings
Note 15: Other current liabilities
Note 16: Accrued expenses
Note 17: Pledged assets and contingent liabilities
Note 18: Employee benefit expense
Note 19: Related-party transactions
Note 20: Key and Alternative Performance Measures
Note 21: Events after the reporting period

Parent Company Financial Statements

Income statement – Parent
Balance sheet – Parent
Statement of Changes in Equity – Parent
Cash flow statement – Parent

Notes for the Parent

Note P.1: The Parent Company’s Significant Accounting Policies
Note P.2: Result from financial assets at fair value through profit or loss
Note P.3: Other operating income
Note P.4: Operating expenses
Note P.5: Remuneration to Auditors
Note P.6: Net financial items
Note P.7: Taxation
Note P.8: Property, plant and equipment
Note P.9: Shares in subsidiaries
Note P.10: Financial instruments by category
Note P.11: Receivables from Group companies
Note P.12: Other current receivables
Note P.13: Cash and cash equivalents
Note P.14: Share capital and additional paid in capital
Note P.15: Borrowings
Note P.16: Other current liabilities
Note P.17: Accrued expenses
Note P.18: Pledged assets and contingent liabilities
Note P.19: Employee benefit expense
Note P.20: Related-party transactions

Annual Report 2020

Administration report

The Board of Directors of VNV Global AB, corporate identity number 556677-7917, based in Stockholm, Sweden, hereby present the annual report and consolidated financial statements for the financial year January 1, 2020–December 31, 2020.

Introduction

VNV Global AB (publ) was incorporated in Stockholm on March 11, 2005, with corporate identity number 556677-7917. The registered office is at Mäster Samuelsgatan 1, 111 44 Stockholm, Sweden.

The transfer of domicile within the Group, whereby VNV Global AB (publ) became the new parent company, was carried out through transactions under common control. The transactions did not affect the consolidated financial statements of the VNV Group and prior periods are not restated. The comparative figures presented in the consolidated financial statements are attributable to the VNV Global Ltd. Group with VNV Global Ltd. as the parent Company.

The Group's presentation currency is US dollar and the Parent Company's presentation currency is the Swedish krona (SEK) due to Swedish Company regulations.

These Group consolidated financial statements were authorized for issue by the Board of Directors on February 25, 2021.

Business concept

VNV conducts investment operations with the business concept of using experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation, with a focus on companies with network effects.

The sector mandate is broad and the proposition is to create shareholder value by investing in assets that are associated with risks which VNV is well-equipped to manage. Such typical risks include corporate governance risks, liquidity risks and operational risks.

Strategy

The Company's investment strategy is to run investments into primarily equity holdings in private companies with a high return potential.

Group structure

As of December 31, 2020, the VNV Global Group consists of the Swedish parent company VNV Global AB (publ), three direct wholly owned subsidiaries, VNV Sweden AB, VNV (Cyprus) Limited and VNV Pioneer AB, two indirect wholly owned companies through its subsidiaries, which are VNV Services Limited and VNV AB, and one controlled Dutch cooperative.

VNV Global AB's business is to act as the holding company of the Group and therefore own and manage the holding in its wholly owned subsidiaries, VNV Sweden AB, VNV (Cyprus) Limited and VNV Pioneer AB.

VNV Sweden AB and VNV (Cyprus) Limited act as investment vehicles in the Group acquiring fast growth companies in various maturity phases, operating within various sectors and geographies with considerable potential for value appreciation.

VNV Pioneer AB is the parent company in a newly established Scout program with focus on seed investments where VNV Global AB's scout partners will identify attractive seed cases mostly but not limited to tech sector.

The service companies VNV Services Limited and VNV AB provide internal administration and business support services mostly to its respective parent company, VNV (Cyprus) Limited and VNV Sweden AB.

Major events of the year

Investment activities include continuing support to existing portfolio companies, mainly in Babylon, through Global Health Equity AB, (USD 35.2 mln), Voi (USD 17.4 mln), Gett (USD 5.3 mln), Booksy (USD 6.0 mln) and SWVL (USD 7.0 mln). New investments of a total of USD 34.2 mln were made mainly into HungryPanda (USD 12.9 mln) and Inturn (USD 11.2 mln).

On February 17, 2020, VNV announced that it had has carried out a subsequent issue of bonds in an amount of SEK 150 million under the framework of its outstanding bond 2019/2022 with ISIN SE0013233541. The total amount outstanding under the Company's bond loan following the subsequent issue is SEK 800 million.

On April 7, 2020, the Company announced that the Board of Directors proposed to change the domicile of the VNV Global group from Bermuda to Sweden. The Redomestication was resolved at a Special General Meeting ("SGM") on May 12, 2020, and was carried out by way of a Bermuda scheme of arrangement, whereby SDRs in the Company were cancelled and exchanged for shares in the Swedish group entity that, following the Redomestication, constituted the new parent company of the VNV Global group.

On May 12, 2020, the AGM 2020 resolved to change the Company's name to VNV Global AB (publ).

Redomestication

The capital reorganisation within the Group where VNV Global AB (publ) has become the new parent company is a transaction under common control. As such, the transaction is excluded from business combinations under IFRS 3 and will not affect the consolidated financial statements of the VNV Group. Common control transactions have characteristics that are similar to a business combination but do not meet the requirements to be accounted for as a business combination. A business combination is defined as a transaction in which an acquirer obtains control of one or more businesses while combinations among entities under common control may result a change in control from the perspective of a standalone reporting entity. Common control transactions do not result in a change in control at the controlling shareholder level. Therefore, unlike accounting for business combinations, common control transactions are not accounted for at fair value with a following recognized goodwill. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Because transactions among entities under common control do not result in a change in control at the controlling shareholder level, the consolidated financial statements will not be affected by a common control transaction. As such, the transfer of net assets that are not a business is accounted for prospectively in the period in which the transfer occurs and prior years are not restated.

Rights issue during 2020

On June 23, 2020, VNV Global Ltd. announced that the SGM held on the same date had approved the rights issue of units consisting of new common shares and warrants in its wholly owned Swedish subsidiary VNV Global AB (publ), with preferential right for VNV Global's existing shareholders (the "Rights Issue") as per the record date on July 6, 2020.

On July 24, 2020, VNV Global announced that the Company's Rights Issue was significantly oversubscribed. The Rights Issue provided VNV Global with proceeds amounting to approximately SEK 872 mln prior to transaction costs. Upon full exercise of warrants, the Company is from and including July 13, 2023 up until and including August 10, 2023, expected to raise an additional SEK 1,009.5 mln prior to transaction costs.

Annual Report 2020
Administration report
18

Financial position

Group Result

During the year, the result from financial assets at fair value through profit or loss amounted to USD 232.64 mln (2019: 206.89) mainly derived from Babylon and Gett.

Net operating expenses (defined as operating expenses less other operating income) amounted to USD -9.92 mln (2019: -33.30). Last year's increase in net operating expenses is mainly related to one-time extraordinary bonus following the successful exit of Avito.

Net financial items were USD -15.38 mln (2019: -9.67), mainly related to SEK/USD depreciation.

Net result for the period was USD 206.93 mln (2019: 163.68).

Portfolio performance and investments

During the year January 1, 2020–December 31, 2020, VNV's NAV per share in USD, adjusting for the 2020 rights issue, increased by 22.2%. The value change in the portfolio is mainly driven by positive revaluations of Babylon and Gett and negative revaluation of BlaBlaCar.

During the year January 1, 2020–December 31, 2020, net investments in financial assets, excluding liquidity management investments, were USD 121.68 mln (2019: 215.67) and proceeds from sales, excluding liquidity management investments, were USD 2.31 mln (2019: 539.87). As at December 31, 2020, VNV's four biggest investments were Babylon (33.7%), BlaBlaCar (15.0%), Voi (10.8%) and Gett (9.1%).

Liquid assets

The Company also has investments in money market funds, as part of its liquidity management operations. As per December 31, 2020, the liquidity management investments are valued at USD 2.12 mln (2019: 20.66 mln).

Cash and cash equivalents of the group amounted to USD 23.32 mln (December 31, 2019: 18.86).

Shareholders' equity and number of shares

Total shareholders' equity amounted to USD 1,080.23 mln on December 31, 2020 (December 31, 2019: 776.98). The increase of USD 303.25 mln in shareholders' equity during 2020 is mainly related to the Company's rights issue and the investment portfolio performance.

The Rights Issue provided VNV Global with proceeds amounting to approximately USD 95 mln (SEK 836 mln), after transaction costs.

Long-term debts

During the first quarter 2020, VNV Global carried out a subsequent issue of bonds in an amount of USD 16 mln (SEK 150 mln), under the framework of its outstanding bond 2019/2022 with ISIN SE0013233541. Following the subsequent issue, the total amount outstanding under the Company's bond loan is USD 98.4 mln (SEK 804.3 mln) including accrued interest.

Cash flow

Cash flow from operating activities for the current year amounted to USD -104.7 mln (2019: 282.5) whereof net investments in financial assets, excluding liquidity management investments, were USD 121.68 mln (2019: 215.67) and proceeds from sales, excluding liquidity management investments, were USD 2.31 mln (2019: 539.87). Major investments during 2020 were Babylon, Voi, Gett, Booksy, SWVL, HungryPanda and Inturn.

Cash flow from financing activities amounted to USD 105.79 mln (2019: -297.83) and is attributable to rights issue and proceeds from borrowings.

Cash flow for the year amounted to USD 1.04 mln (2019: -15.29)

Personnel

At year-end, the VNV Global has 8 (2019:7) persons employed.

Covid-19 impact on the investment portfolio

During 2020, global markets have continued to see volatility on the back of the global outbreak of Covid-19 and everyday life in most cities and countries was disrupted due to the virus and related actions taken by governments to prevent further spread starting in late 1Q20. VNV Global's portfolio companies, to various degrees, have seen direct and indirect effects on their operations due to Covid-19 to date and differs from company to company. Mobility and travel-related businesses have, as an example, seen a direct negative effect given the significant impact on domestic and international travel (both ground and air) across the globe, while businesses in the digital health space currently are seeing unprecedented demand for their services and products. During 2020, the vast majority of revaluations have been driven by expanding market multiples.

Financial summary

Income statement in brief
/Expressed in USD thousands/	2020	2019	2018	2017	2016
Result from financial assets	232,645	206,890	6,530	169,048	140,600
Other operating income	286	336	486	–	–
Operating expenses	-10,210	-33,641	-13,253	-6,305	-6,666
Operating result	222,721	173,585	-6,238	162,743	133,934
Net financial items	-15,388	-9,667	1,496	-1,289	1,630
Result before tax	207,333	163,918	-4,743	161,454	135,563
Tax	-405	-241	-122	-68	-89
Net result for the year	206,928	163,677	-4,864	161,386	135,474
Balance sheet in brief
---	---	---	---	---	---
/Expressed in USD thousands/	Dec 31, 2020	Dec 31, 2019	Dec 31, 2018	Dec 31, 2017	Dec 31, 2016
Non-current fixed assets	827	1,080	203	53	48
Non-current financial assets	1,162,916	830,982	932,482	900,047	715,656
Current financial assets	–	–	–	–	7,699
Cash and cash equivalents	23,321	18,855	40,303	51,079	34,780
Tax receivables and other current receivables	1,503	951	955	2,600	7,147
Total assets	1,188,567	851,868	973,943	953,779	765,330
Equity	1,080,234	776,984	876,709	879,990	725,516
Long-term debts	98,743	69,233	93,944	71,541	32,400
Current tax liability	44	437	402	431	412
Other current liabilities and accrued expenses	9,546	5,214	2,888	1,817	7,002
Total equity and liabilities	1,188,567	851,868	973,943	953,779	765,330
Cash flow in brief
---	---	---	---	---	---
/Expressed in USD thousands/	2020	2019	2018	2017	2016
Cash flow used in/from operating activities	-104,740	282,535	-31,031	-10,892	-25,926
Cash flow used in investing activities	–	–	-135	–	-52
Cash flow from/used in financing activities	105,786	-297,827	23,321	19,059	20,715
Cash flow for the year	1,046	-15,292	-7,845	8,166	-5,263
Exchange rate differences in cash and cash equivalents	3,420	-6,156	-2,930	8,133	-3,618
Cash and cash equivalents at the beginning of the year	18,855	40,303	51,079	34,780	43,660
Cash and cash equivalents at the end of the year	23,321	18,855	40,303	51,079	34,780

Annual Report 2020
Administration report

Parent Company

The Parent Company's administration report and its financial statements

Due to the redomestication of the Group during 2020 and following internal operational restructuring, the comparative figures of year 2019 are not comparable with year 2020 as VNV Global AB in year 2020, is a parent company of the VNV Global Group, and in year 2019, was a subsidiary within the VNV Global Group. Non-comparability between the years of 2020 and 2019 is reflected in the administration report and the financial statements. Comparative figures are provided in accordance with IFRS and the Swedish Annual Accounts Act.

Result

For the year 2020, the Parent Company's net result for the period was SEK -42.97 mln (2019: 0.31) mainly related to following financial items:

Result from financial assets at fair value through profit or loss amounted to SEK 1.47 mln (2019: -) referring to liquidity management investments.

Other operating income for the year amounted to SEK 13.17 mln (2019: 57.91).

Operating expenses amounted to SEK -44.72 mln (2019: -57.02).

Net financial items amounted to SEK -13.50 mln (2019: -) comprising interest income SEK 0.19 mln, intercompany interest income SEK 19.50 mln, interest expense SEK -28.05 mln mainly related to bond interest and currency losses amounted to SEK -5.14 mln.

Redomestication

During 2020, the Parent Company gained control of SEK 8,045.46 mln in financial non-current assets, of which SEK 7,442.43 mln in group companies and SEK 603.03 mln net in receivables from group companies - as a result of the internal reorganisation within the Group where VNV Global AB (publ) has become the new parent company.

Liquid assets

During 2020, the Parent Company has invested in money market funds, as part of its liquidity management operations. As per December 31, 2020, there were no holdings in liquidity management investments (2019: -).

Cash and cash equivalents of the Parent Company amounted to SEK 166.56 mln (December 31, 2019: 1.2).

Share capital and number of shares

By the end of the year, Shareholder's equity totaled SEK 7,404.92 mln (2019: 14.00). The increase of SEK 7,390.92 mln in shareholders' equity during 2020 is mainly related to the redomestication within the Group in form of received shareholder contribution, SEK 6,596.08 mln, and the rights issue, SEK 836.27 mln, after transaction costs.

At the Company's annual general meeting on April 24, 2020, it was resolved to i) merge the Company's shares by 1,000:1, whereby the existing 1,000 shares were merged into one (1) share, ii) carry out a share split of 1:79,230,456, whereby one (1) existing share was divided into 79,230,456 shares, and iii) carry out a bonus issue whereby the Company's share capital was increased by SEK 7,823,045.60 through transfer of funds from unrestricted equity. The bonus issue was made without issue of new shares. The purpose was to adjust the number of outstanding shares in VNV Global AB prior to the change of domicile. The company also

issued LTIP 2019 and 2020 Incentive Shares to VNV Global Ltd. as part of the Group's change of domicile. The subscription price amounted to SEK 0.1.

On July 24, 2020, VNV Global announced that the Company's Rights Issue was oversubscribed. In August 2020, the company completed a share issue whereby 15,846,091 new shares and 15,846,091 warrants were issued in units comprising one share and one warrant each for a consideration of SEK 55 per unit each.

The number of shares outstanding at year-end was 97,701,547, of which 95,076,547 common shares and 2,625,000 incentive shares of Series C 2019 and C 2020.

The number of common shares includes 749,700 treasury shares. As at January 1, 2020, the Parent Company held no treasury shares. At the Company's annual general meeting on April 24, 2020, it was resolved to split one existing share divided into 79,230,456 shares, of which 749,700 shares are held in treasury, and may be used to settle future obligations to participants in the Company's outstanding share-based long-term incentive program LTIP 2018.

Long-term debts

After the redomestication within the Group, the parent company is the issuer of the bond 2019/2022 with ISIN SE0013233541 with principal amount of SEK 800 mln.

Cash flow

Cash flow from operating activities for the current year amounted to SEK -5.37 mln (2019: -3.18).

Cash flow from investing activities amounted to SEK -835.47 mln (2019: -), in its whole related to investments in group companies.

Cash flow from financing activities amounted to SEK 1,011.35 mln and is attributable to shareholder contributions as part of the Group's change of domicile and the rights issue and bond interest payments.

Cash flow for the year amounted to SEK 170.5 mln (2019: -0.9).

Personnel

At year-end, the VNV Global AB has 4 (2019:7) persons employed in Sweden. The change in personnel is attributable to internal reorganisation within VNV Group.

The change of number of shares during the year is distributed as follows:

Date	Event	Change in number of shares	Total number of shares after change	Quota value, SEK	Change in share capital, SEK	Total share capital after change, SEK
Jan 1, 2020	Opening balance	1,000	1,000	100.00	-	100,000
Apr 24, 2020	Reversed share split/Share split and bonus issue	79,230,456	79,230,456	0.10	7,823,045.60	7,923,045.60
Apr 24, 2020	Issuance of incentive shares of Series C 2019	2,100,000	81,330,456	0.10	210,000	8,133,045.60
Apr 24, 2020	Issuance of incentive shares of Series C 2020	525,000	81,855,456	0.10	52,500	8,185,545.66
Aug 3, 2020	Rights issue	15,846,091	97,701,547	0.10	1,584,609	9,770,154.66
Dec 31, 2020	Closing balance	-	97,701,547	0.10	-	9,770,154.66

Annual Report 2020
Administration report
20

Risks and risk management

Risks, risk management and the management of financial risk, i.e. exchange-, interest-, liquidity-, financing and credit-risk are described in note 2, which is also applicable for the Parent Company.

Board of Directors

Changes to the composition of the Boards of Directors, Nominating committee and Remuneration

At the extraordinary shareholders' meeting of VNV Global AB (publ), on June 23, 2020 in Stockholm, it was resolved to remove previous representatives, with the exception of Per Brilioth, who will continue as member of the board of directors but is removed as chairman of the board. It was further resolved to elect Lars O Grönstedt, Ylva Lindquist, Keith Richman, Victoria Grace and Josh Blachman as members of the board of directors, and to elect Lars O Grönstedt as chairman of the board of directors until the end of the next annual general meeting. The Board of Directors of VNV Global AB (publ) after the redomestication therefore has the same composition as the prior parent company, VNV Global Ltd.

The work and the composition of the Board, Nomination committee and Remuneration are described in detail in the Corporate Governance Report.

Future development

The company will continue to further develop VNV Global Group's net asset value with focus on opportunities and challenges driven by digitalization and sustainability.

Guidelines for remuneration for senior executives

Guidelines for remuneration for senior executives is described in the Corporate Governance Report.

Corporate Governance Report

VNV Global presents a separate Corporate Governance Report in accordance with the Swedish Annual Accounts Act. The report is included in this document on page 58.

Sustainability report

VNV Global's sustainability work is disclosed in this report on page 64.

Events after the reporting period

On February 17, 2021, the Company announced that it had raised SEK 1,116,620,000 before transaction costs by issuing a total of 11,662,000 common shares at a subscription price of SEK 100 by way of a Private Placement chiefly among select Swedish and International institutional investors.

Treatment of retained earnings

The following retained earnings and additional paid in capital of the parent company are at the disposal of the Annual General Meeting of Shareholders (in SEK):

Additional paid in capital:	834,686,043
Retained earnings	6,603,424,574
Net profit for the year	-42,965,888
Total	7,395,144,729

The Board of Directors hereby propose unrestricted equity to be distributed as follows:

Brought forward and that no dividends be paid for the year:	7,395,144,729

For additional information regarding the Parent Company's result and financial status please refer to the income statement, balance sheet as well as the notes to the Financial Statements.

Annual Report 2020

Group Financial Statements

Income statements – Group

/Expressed in USD thousands/	Note	2020	2019
Result from financial assets at fair value
through profit or loss^{1}	4	232,645	206,890
Other operating income		286	336
Operating expenses	5, 6	-10,210	-33,641
Operating result		222,721	173,585

Financial income and expenses

Interest income	7	176	756
Interest expense	7	-5,370	-5,234
Currency exchange gains/losses, net		-10,194	-5,189
Net financial items		-15,388	-9,667
Result before tax		207,333	163,918
Taxation	8	-405	-241
---	---	---	---
Net result for the year		206,928	163,677
Earnings per share (in USD)	20	2.38	2.08
---	---	---	---
Diluted earnings per share (in USD)	20	2.35	2.07

Financial assets at fair value through profit or loss are carried at fair value. Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'Result from financial assets at fair value through profit or loss' in the period in which they arise.

Statement of comprehensive income

/Expressed in USD thousands/	2020	2019
Net result for the year	206,928	163,677

Other comprehensive income for the year

Items that may be classified subsequently to profit or loss:

Currency translation differences	-	-45
Total other comprehensive income for the year	-	-45
Total comprehensive income for the year	206,928	163,632
---	---	---

Total comprehensive income for the years above is entirely attributable to the equity holders of the parent company.

Annual Report 2020

Group Financial Statements

Balance sheets – Group

/Expressed in USD thousands/	Note	12/31/2020	12/31/2019
Non-current assets
Tangible non-current assets
Property, plant and equipment	9	827	1,080
Total tangible non-current assets		827	1,080
Financial non-current assets
Financial assets at fair value through profit or loss	10, 11	1,162,916	830,982
Total financial non-current assets		1,162,916	830,982
Current assets
Tax receivables		378	523
Other current receivables	10, 12	1,125	428
Cash and cash equivalents	10, 13	23,321	18,855
Total current assets		24,824	19,806
Total assets		1,188,567	851,868
/Expressed in USD thousands/	Note	12/31/2020	12/31/2019
---	---	---	---
Shareholders' equity
(including net result for the year)		1,080,234	776,984
Non-current liabilities
Interest bearing liabilities
Long-term debts and leasing liabilities	10, 14	98,743	69,233
Total non-current liabilities		98,743	69,233
Current liabilities
Non-interest bearing current liabilities
Tax payables		44	437
Other current liabilities and leasing liabilities	15	4,952	1,503
Accrued expenses	16	4,594	3,711
Total current liabilities		9,590	5,651
Total shareholders' equity and liabilities		1,188,567	851,868

Annual Report 2020

Group Financial Statements

Statement of Changes in Equity – Group

/Expressed in USD thousands/	Note	Share capital	Additional paid in capital	Retained earnings	Total
Balance at January 1, 2019		14	–	876,695	876,709
Net result for the year January 1, 2019 to December 31, 2019		–	–	163,677	163,677
Other comprehensive income for the year
Currency translation differences		–	–	-45	-45
Total comprehensive income for the year January 1, 2019 to December 31, 2019		–	–	163,632	163,632
Transactions with owners:
Redemption program		–	–	-215,310	-215,310
Value of employee services:
- Share-based remuneration	18	–	–	3,200	3,200
- Share-based long-term incentive program	18	–	–	2,739	2,739
Buy-back of own shares		–	–	-53,986	-53,986
Total transactions with owners		–	–	-263,357	-263,357
Balance at December 31, 2019		14	–	776,970	776,984
Balance at January 1, 2020		14	–	776,970	776,984
Net result for the year January 1, 2020 to December 31, 2020		–	–	206,928	206,928
Other comprehensive income for the year
Currency translation differences		–	–	–	–
Total comprehensive income for the year January 1, 2020 to December 31, 2020		–	–	206,928	206,928
Transactions with owners:
Rights issue		180	99,039	–	99,219
Rights issue, cost		–	-3,994	–	-3,994
Bonus share issue		775	–	-775	–
Value of employee services:
- Share-based long-term incentive program	18	28	–	1,069	1,097
Total transactions with owners		983	95,045	294	96,322
Balance at December 31, 2020		997	95,045	984,192	1,080,234

Annual Report 2020

Group Financial Statements

Cash flow statements – Group

/Expressed in USD thousands/
Note 2020 2019

Operating activities
Result before tax 207,333 163,918

Adjustment for:
Interest income -176 -756
Interest expense 5,370 5,234
Currency exchange gains/-losses 10,194 5,189
Depreciation 384 335
Result from financial assets at fair value through profit or loss -232,645 -206,890
Other non-cash adjustments 1,253 7,126
Change in current receivables -549 253
Change in current liabilities 1,300 -116
Net cash used in operating activities -7,536 -25,707

Investments in financial assets -134,710 -279,609
Sales of financial assets 36,861 584,955
Dividend and coupon income 1,222 3,065
Tax paid -577 -169
Net cash flow used in/from operating activities -104,740 282,535

Investment activities
Investments in office equipment – –
Net cash flow used in investment activities – –

Financing activities
Rights issue, net 95,225 –
Proceeds from borrowings 14 15,551 65,012
Repayment of borrowings 14 – -91,205
Interest paid for borrowings 14 -4,688 -3,113
Repayment of lease liabilities 9 -302 -343
Redemption program including transaction fees – -215,310
Proceeds from LTIP and options issued to employees – 1,118
Buy-back of own shares – -53,986
Net cash flow from/used in financing activities 105,786 -297,827

Cash flow for the year 1,046 -15,292
Cash and cash equivalents at beginning of the year 18,855 40,303
Exchange gains/losses on cash and cash equivalents 3,420 -6,156
Cash and cash equivalents at end of year 23,321 18,855

Annual Report 2020
25

Notes for the Group

/Expressed in USD thousand unless indicated otherwise/

Note 1

Significant accounting policies

Accounting basis

VNV Global AB prepares its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), as adopted by the EU. In addition, the Swedish Financial Reporting Board's recommendation RFR 1 Supplementary Accounting Rules for Groups and the Swedish accounts act have been applied.

The Parent Company applies the same accounting policies as the Group, except in the cases described below in the section entitled "The Parent Company's Significant Accounting Policies" according to the Swedish Financial Reporting Board's recommendation RFR 2.

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

Changes in accounting policy and disclosures

New and amended standards adopted by the Group

The Group has adopted all relevant new and amended Accounting Standards and Interpretations issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC).

New standards and interpretations not yet adopted

Other known changes to IFRS and IFRIC to be applied in the future are not expected to have any significant impact on the Group's reporting.

Financial period

The financial year comprises the period January 1–December 31.

Principles of consolidation

Business combinations under common control

The capital reorganisation within the Group, where VNV Global AB (publ) has become the new parent company is a transaction under common control. As such, the transaction is excluded from business combinations under IFRS 3 and will not affect the consolidated financial statements of the VNV Group. Common control transactions have characteristics that are similar to a business combination but do not meet the requirements to be accounted for as a business combination. A business combination is defined as a transaction in which an acquirer obtains control of one or more businesses while combinations among entities under common control may result a change in control from the perspective of a standalone reporting entity. Common control transactions do not result in a change in control at the controlling shareholder level. Therefore, unlike accounting for business combinations, common control transactions are not accounted for at

fair value with a following recognized goodwill. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Because transactions among entities under common control do not result in a change in control at the controlling shareholder level, the consolidated financial statements will not be affected by a common control transaction. As such, the transfer of net assets that are not a business is accounted for prospectively in the period in which the transfer occurs and prior years are not restated.

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The Group applies the acquisition method to account for business combinations. Inter-company transactions, balances, and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies. In accordance with IFRS 10 Consolidated Financial Statements the Group values its investments (portfolio companies) at fair value. VNV falls within the classification of an investment company as its business concept is to use experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation and obtain a return.

Investments in associated companies

Associated companies are all entities where the Company has the right to exercise significant influence, which is normally the case when the Company holds between 20% and 50% of the voting rights. As VNV falls within the classification of an investment company, all investments in associates are accounted for by applying fair value. On increase/decrease of the investments in associated companies, the Group makes an assessment of fair value for the total investment.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the VNV Group's decision makers and executives, who evaluates performance and allocate resources. Even if the investments are categorized into Digital health, Mobility, Market place and Other there exist no horizontal or vertical lines which aligns segment reporting according to IFRS 8. Therefore, the investments are evaluated on an individual basis and there is only one operating segment.

Functional currency and reporting currency

The Parent Company's presentation currency is the Swedish krona (SEK) and not the Group's reporting currency of US Dollar due to Swedish Company regulations. The consolidated financial statements are presented in USD since that is the currency in which the majority of the Group's

Annual Report 2020
Notes for the Group
26

transactions are denominated. All amounts are rounded to the nearest thousand, unless otherwise stated. Since 2020, the functional currency for all companies controlled by the Group is USD.

As at the reporting date, the assets and liabilities of subsidiaries that have not the same functional currency as the Parent Company are translated into the presentation currency of the Group at rates of exchange prevailing at the balance sheet date. Their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are recognized as other comprehensive income. The following exchange rates have been used:

SEK/USD	Average	Closing
2020	N/a	N/a
2019	9.4604	9.3171

Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation. Depreciation on furniture, fittings and equipment is based on cost on a straight-line basis of estimated useful life of three and five years.

Investments and other financial assets

Classification

The Group classifies its financial assets in the following measurement categories – those to be measured subsequently at fair value through profit or loss and – those to be measured at amortized cost. The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will be recorded in profit or loss.

Recognition and derecognition

Purchases and sales of financial assets are recognized on trade-date – the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the Group classifies its debt instruments, namely amortized cost and FVPL.

Equity instruments

The Group subsequently measures all equity investments at fair value through profit or loss. Changes in the fair value of financial assets at FVPL are recognized in operating results in the statement of profit or loss as applicable.

Impairment

The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.

Financial liabilities

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

Cash and cash equivalents

Cash and bank include cash and bank balances and other short-term highly liquid investments with original maturities of three months or less.

Share capital

Share issue costs associated with the issuance of new equity are treated as a direct reduction of the proceeds. Buy back of own shares recorded as a reduction of retained earnings with the amount paid after reduction of transaction costs.

Current and deferred income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company's subsidiaries and associates operate and generate taxable income. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

Employee benefits

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Pension obligations

The Group has a defined contribution pension plan which is based on Swedish market practice. The Group has no further obligations once the contributions have been paid. The contributions are reported as a cost recognized as employee benefit pension expense in profit or loss when they are due.

Share-based remuneration

In accordance with IFRS 2, the costs for the program, including social fees, will be reported over the income statement during the program's vesting period. The value is recognized in the income statement as a personnel cost in operating expenses, allocated over the vesting period with a corresponding increase in equity. The recognized cost corresponds to the fair value of the estimated number of shares that are expected to vest. This cost is adjusted in subsequent periods to reflect the actual number of vested shares. However, no adjustment is made when shares expire only because share price-related conditions do not reach the level.

Operating income

Operating income comprises the fair value of the consideration received in the ordinary course of the Group's activities.

For investments held at both the start and end of year, the change in value consists of the difference in the market value between these dates. For investments acquired during the year, the change in value consists of the difference between cost and the market value at the end of the year. For investments sold during the year, the change in value consists of the difference between the sales price received and the value of investments at the start of the year. All changes in value are reported in the income statement within 'Result from financial assets at fair value through profit or loss' or 'Result from loan receivables', depending on from what category of assets the changes in value relate. Dividend income is recognized when the right to receive payment is established. Furthermore, dividend income is accounted for inclusive of withholding taxes. These withholding taxes are shown either as an expense in the income statement, or as a current receivable, depending on whether or not the withholding tax is refundable. Interest income on non-current loan receivables is recognized on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired non-current loan receivables is recognized

Annual Report 2020
Notes for the Group

using the original effective interest rate. Interest income on current loan receivables and other receivables is recognized taking into account accrued interest on the balance sheet date. Other consideration received in the ordinary course of the Group's activities is reported as "other operating income" in the income statement.

Leases

The Group's leases refer mainly to office rents and office machines. When entering into a new lease contract the right-of-use asset is measured at cost. Short-term leases and leases of low-value assets are exempt. At the same time, a lease liability is recognized representing the obligation to pay lease payments for the leased assets. The lease liability is measured at the present value of the lease payments that are not paid at that date.

Note 2

Risk and risk management

In its business, VNV Group is exposed to:

1) Investment- and other business risks
2) Market risk
3) Financial risks including price-, exchange rate-, interest rate-, credit-, liquidity and financing risk
4) Legal and regulatory risks

Risk management

Risk management is carried out by management under policies approved by the Board of Directors. Risk management is an integral part of the group's processes, meaning that control and responsibility for control is close to the Business operation, Finance and Legal.

1) Investment- and other business risks

Risks related to the portfolio companies' operations

All business operations in the portfolio companies are associated with the risk of incurring losses due to, for instance, deficient procedures, failure to increase and improve the functionality and quality of existing products and services, failure to extend existing licensing agreements on favorable conditions, failure to remain competitive or launch new products and services and to successfully optimize production and introduce cost reduction measures.

Dependence on key individuals

VNV is dependent on its senior executives. Its Managing Director, Per Brilioth, is of particular significance to the development of the Company. It cannot be ruled out that VNV might be seriously affected if any of the senior executives left the Company.

Disposal risks

VNV has an explicit exit strategy to sell its holdings in portfolio companies to strategic investors or via the market. There is a risk that VNV will not succeed in selling its holdings at the price recorded in the balance sheet at the time of the disposal.

Exposure to early-stage companies

The majority of the investment portfolio consists of investments in startups and other companies in an early stage of growth. Such companies typically generate negative cash flows and may need additional capital to carry out their business.

Acquisition risks

VNV frequently acquires shares in unlisted companies. Such acquisitions may entail operative risks, such as the need to identify investment and acquisition opportunities on favorable terms and conditions, and failure to do so may have a detrimental effect on the company's operational or competitive environment.

2) Market risk

Emerging markets and country-specific risks

Several portfolio companies are incorporated in and/or operates in emerging countries, notably the United Arab Emirates, Turkey, Egypt, Pakistan, Myanmar and Russia. As such countries are still, from an economic point of view, in a phase of development, investments may be affected by unusually large fluctuations in profit and loss and other factors outside the Company's control.

General market risks

Investment operations carried out by VNV are subject to general market risks, which refers to the risk of loss resulting from changes in the market value of the portfolio companies due to any global or regional economic downturn, particularly in Europe. Changes in market value impact the result of VNV's operations through changes in value of its investment assets.

3) Financial risks including price-, exchange rate-, interest rate-, liquidity and financing risk

The Group's activities expose it to a variety of financial risks described below. Financial market risks refer to the risk of a change in value in financial instruments because of changes in share prices, exchange rates and interest rates. VNV is also exposed to credit risk, liquidity and financing risks.

Share price risk

On December 31, 2020, 97.8 percent of the Group's investment portfolio consisted of equity investments, including convertible debt, recorded as financial assets at fair value through profit and loss on the consolidated balance sheet. A decrease in value of the non-quoted shares may affect the Company's net income and capital, and thereby have a material negative impact on the Group's operations, earnings and financial position. The Group takes an active role in portfolio companies mainly through Board representation. 10% decrease in the price of the non-quoted shares at December 31, 2020 would have affected post-tax profit and equity by approximately USD 115 mln (2019: 78).

Exchange rate risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, mainly with respect to the Swedish Krona (SEK), the British Pound (GBP) and Euro (EUR).

At December 31, 2020, if the USD had strengthened by 10.0% against the SEK with all other variables held constant, post-tax profit for the year and equity would have been USD 4.0 mln higher (2019: 2.7), mainly as a result of foreign exchange gains on translation of SEK-denominated cash and debt balances.

At December 31, 2020, if the USD had strengthened by 10.0% against the EUR with all other variables held constant, post-tax profit for the year and equity would have been USD 15.3 mln lower (2019: 20.8), mainly as a result of foreign exchange losses on translation of EUR-denominated investment in BlaBlaCar.

Annual Report 2020
Notes for the Group
28

At December 31, 2020, if the USD had strengthened by 10.0% against the GBP with all other variables held constant, post-tax profit for the year and equity would have been USD 1.4 mln lower (2019: 0.4), mainly as a result of foreign exchange losses on translation of GBP-denominated investments in financial assets at fair value through profit and loss.

Exposure

VNV monitors the exchange rate fluctuations on a continuous basis and per today no currency derivate and hedging are made. The Group's exposure to foreign currency risk at the end of the reporting period, expressed in USD, was as follows:

	Dec 31, 2020			Dec 31, 2019
	SEK	EUR	GBP	SEK	EUR	GBP
Financial assets at fair value	44,812	194,517	15,281	26,919	227,088	3,877
Cash and cash equivalents	2,388	21	24	15,762	2,770	25
Other current receivables	444	-	-	1,488	193	-
Long-term debts	-98,362	-	-	-68,582	-	-
Other current liabilities	-4,397	-58	-	-4,757	-1,230	-

The following exchange rates have been used for the currency exposure table above:

	2020	2019
SEK/USD	0.122	0.107
EUR/USD	1.23	1.12
GBP/USD	1.36	1.31

Interest rate risk

The majority of the Group's financial assets are non-interest bearing, and the majority of outstanding interest-bearing liabilities carry a fixed interest. The Group is not subject to significant amount of risk due to fluctuations in the prevailing levels of market interest rates.

Credit risk

The Group is exposed to counterparty credit risk on cash and cash equivalents and deposits with banks and financial institutions. The majority of cash is placed in bank accounts with financial institutions with high credit rating and a significant part of cash is placed in cash securities which are fully protected in the event of a bankruptcy of the custodian institution since securities on account are separate from the custodian's balance sheet and thus never become a part of the custodian's bankruptcy estate.

The Group has no credit losses to report.

Liquidity risk

Liquidity risk is the risk that an entity will have difficulties in paying its financial liabilities.

For the Group, prudent liquidity risk management implies maintaining sufficient cash. As at December 31, 2020, approximately 2.4% of the Group's Net Assets Value comprises cash balances. Cash balances net of financial liability of USD 99 mln represent approximately 9% of the Group's Net Assets Value.

The Group has a financial liability as per December 31, 2020 in the amount of USD 99 mln as compared to USD 69 mln on December 31, 2019.

The table below shows the Company's contracted financial cash flows for the coming periods.

Contracted financial cash flows /mln/	Dec 31, 2020	Dec 31, 2019
Borrowings 3–12 months	5.2	4.7
Borrowings 1–2 years	101.7	4.9
Borrowings 3–6 years	-	90.8

Financing risk

The Group is exposed to a number of financial risks. It is the responsibility of the Group's management to manage risks according to the policy adopted by the Board. The Group has a centralized finance function which has the primary task of identifying, limiting and managing financial risks in a cost-efficient manner. The Group actively pursues liquidity planning, to continuously evaluate the need for liquidity. The main objective of this centralisation is to ensure good internal cost control as well as administrative and financial economies of scale.

4) Legal and regulatory risks

Accounting practice and access to other information

Several portfolio companies are incorporated in and/or operates in emerging markets. Practice in accounting, financial reporting and auditing in emerging markets cannot be compared with the corresponding practices that exist in developed countries. The formal requirements are less broad in terms of publishing information than in more developed markets. In addition, there is a risk that access to external analysis, reliable statistics and historical data is inadequate.

Tax risks

VNV conducts its business in accordance with the legislation in relevant jurisdictions, tax treaties and tax authorities' guidelines and other requirements. Tax legislation and double tax treaty agreements have a trend of frequent changes including introduction of new taxes and fees and such changes could have a significant impact on the tax position.

Corporate governance risks

Misuse of corporate governance remains a problem in emerging markets. Minority shareholders may be mistreated in various ways, for instance in the sale of assets, transfer pricing, dilution, limited access to annual General Meetings and restrictions on seats on boards of directors for external investors. Furthermore, inadequate accounting rules and standards have hindered the development of an effective system for uncovering fraud and increasing insight.

Legal disputes

Since VNV invests in companies operating in countries in which the legal framework is less certain and the business environment less reliable, there is an increased risk that VNV may become involved in legal disputes of various kinds, including labor, intellectual property, contractual or regulatory in nature.

Annual Report 2020
Notes for the Group
29

Note 3

Critical accounting estimates and assumptions

VNV make estimates and judgements when preparing the Financial Statements of the Group. Uncertainties in the estimates and judgements could have an impact on the carrying amount of assets and liabilities and the Group's result. The most important estimates and judgements in relation thereto are:

Fair value of unlisted financial assets

The estimates and judgements when assessing the fair value of unlisted financial assets at fair value through profit or loss are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Fair value estimation

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The Group's assets that are measured at fair value at December 31, 2020:

	Level 1	Level 2	Level 3	Total balance
Financial assets at fair value through profit or loss	4,191	246,243	912,482	1,162,916
Total assets	4,191	246,243	912,482	1,162,916

The Group's assets that are measured at fair value at December 31, 2019:

	Level 1	Level 2	Level 3	Total balance
Financial assets at fair value through profit or loss	20,828	384,914	425,240	830,982
Total assets	20,828	384,914	425,240	830,982

The following table presents the Group's changes of financial assets in level 3.

	2020	2019
Opening balance January 1	425,240	223,623
Transfers from level 3	-2,447	-21,884
Transfers to level 3	296,095	164,515
Change in fair value and other	193,594	58,986
Closing balance December 31	912,482	425,240

During 2020, JobNet has been transferred from level 3 to level 2. CarZar was transferred from level 3 due to exit. Babylon and Babylon through Global Health Equity AB, SWVL, Dostavista, Monopoliya, Shohoz, James Edition have been transferred from level 2 to level 3 and additional investments have been made in Gett and DOC+ which were already classified as a level 3 investments.

The investments in Voi, Booksy, HungryPanda, Inturn, HousingAnywhere, Numan, Glovo, Yoppie, Vezeeta, Grace Health, Napopravku, Shwe Property, Alva, Dubicars, Olio, JobNet are classified as level 2 as the valuations are based on the price paid in each respective transaction and Scout investments are classified as level 2 investments based on latest transaction

Babylon and Babylon through Global Health Equity AB, BlaBlaCar, Gett, Property Finder, Hemnet, SWVL, Dostavista, OneTwoTrip, Wallapop, El Basharsoft, Monopoliya, Shohoz, Merro, YouScan, JamesEdition, Naseeb, Doc+, Agente Imovel, are classified as level 3 investments.

The valuation of level 3 investments are either based on valuation models, usually using EBITDA and revenue multiples of comparable listed peers or transactions that include more uncertainty given the time elapsed since it closed or structure of the transactions.

The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

Investments in assets that are not traded on any market will be held at fair value determined by recent transactions made at prevailing market conditions or different valuation models depending on the characteristics of the company as well as the nature and risks of the investment. These different techniques may include discounted cash flow valuation (DCF), exit-multiple valuation, also referred to as Leveraged Buyout (LBO) valuation, asset-based valuation as well as forward-looking multiples valuation based on comparable traded companies. Usually, transaction-based valuations are kept unchanged for a period of 12 months unless there is cause for a significant change in valuation. After 12 months, the Group usually derives fair value for non-traded assets through any of the models described above.

The validity of valuations based on a transaction is inevitably eroded over time, since the price at which the investment was made reflects the conditions that existed on the transaction date. At each reporting date, possible changes or events subsequent to the relevant transaction are assessed and if this assessment implies a change in the investment's fair value, the valuation is adjusted accordingly. No significant events in the portfolio companies, which have had an impact on the valuations, has occurred since the latest transactions except as described below. The transaction-based valuations are also frequently assessed using multiples of comparable traded companies for each unlisted investment or other valuation models when warranted.

The outstanding convertible notes are valued at nominal value including accrued interest, which is deemed to correspond to fair value.

VNV Global follows a structured process in assessing the valuation of its unlisted investments. VNV Global evaluates company specific and external data relating to each specific investment on a monthly basis. The data is then assessed at monthly and quarterly valuation meetings by senior management. If internal or external factors are deemed to be significant further assessment is undertaken and the specific investment is revalued to the best fair value estimate. Revaluations are approved by the Board of Directors in connection with the Company's financial reports.

The largest holdings are listed below.

Babylon

As per December 31, 2020, VNV Global values its 10.6% direct ownership in Babylon, based on a forward-looking EV/Revenue model, at USD 353.5 mln. The EV/Revenue model reflects better fair value of the company than valuation based on latest transaction used in December 31, 2019. The last equity transaction on market terms closes in August 2019. Since then, the company has successfully launched in the US and other markets and signed several new contracts and expanded in to value based care. On the back of Covid-19 the company has seen higher demand of its services and signed a number of new deals and expanded existing contracts. Given this positive development at the company level as well as significantly increased market multiples, the last transaction is not deemed to be relevant from a fair value perspective as per year-end 2020. VNV Global has invested USD 92.6 mln in the company and it is classified as a level 3 investment.

VNV Global has also invested USD 35.2 mln in Babylon through Global Health Equity AB and values its indirect exposure, classified as a level 3 investment, to USD 45.7 mln.

The peer group includes 9 digital health related companies including Teladoc, PA Good Doctor and Oak Street Health, to name a few.

Annual Report 2020
Notes for the Group

The unadjusted median multiple of the peer group is 12.1x. The multiple used in the model has been discounted significantly to reflect the higher uncertainty in VNV Global's forward-looking revenue estimate compared with the more mature companies in the peer group. The revaluation during 2020 is primarily driven by the expansion of market multiples.

BlaBlaCar

As per December 31, 2020, VNV Global values its 8.7% ownership in BlaBlaCar, based on a forward-looking EV/Revenue model, at USD 178.5 mln. VNV Global has invested USD 122.4 mln in the company and it is classified as a level 3 investment. The model looks at EV/Revenue multiples for a peer group including high margin marketplace businesses such as Auto Trader, REA Group, Head Hunter, to name a few that has been adjusted to better reflect BlaBlaCar's business model which comprise of both a high margin C2C marketplace and lower margin bus operations. The model has also been adjusted to reflect the direct negative impact of Covid-19. Short-term impacts include suspended bus operations across Europe because of city and nation-wide lock-downs. The unadjusted median multiple of the peer group is 11.9x. The revaluation during 2020 is primarily driven by a revised near-term sales forecast on the downside and FX movement on the upside.

Voi

As per December 31, 2020, VNV Global values Voi based on the latest funding round closed in December 2020. As per December 31, 2020, VNV Global has invested USD 78.1 mln in Voi Technology, the leading European free-floating electric scooter sharing service and owns 25.5% of the company on a fully diluted basis and classified as a level 2 investment. Voi performs well despite Covid-19 and expects continued growth in 2021. The company's long-term potential remains strong. The revaluation during 2020 is driven by the recently closed transaction where existing and new investors participated.

Gett

As per December 31, 2020, VNV Global values Gett based on a forward-looking revenue multiple-based valuation at USD 108.3 mln. VNV Global owns 5.6% of Gett on a fully diluted basis and deems the revenue multiple valuation, accounting for the company's preference structure is the best fair value estimate. The company is classified as a level 3 investment. Gett is on track to become cashflow positive despite Covid-19 impacts during 2021. The revaluation during 2020 is primarily driven by a positive consolidated all countries' EBITDA (before fixed and R&D costs).

Property Finder

As per December 31, 2020, VNV Global values Property Finder at USD 41.2 mln based on a forward-looking revenue multiple-based valuation, classified as a level 3 investment. VNV Global owns 9.5% of Property Finder on a fully diluted basis and deems the revenue multiple valuation is the best fair value estimate. The unadjusted median multiple of the listed peer group is 12.0x.

Hemnet (through YSaphis S.A. and Sprints Capital Rob R Partners S.A.)

As per December 31, 2020, Hemnet is valued at USD 40.8 mln and is classified as a level 3 investment, based on a forward-looking EV/EBITDA valuation model. EV/EBITDA is used as Hemnet is a mature and profitable company compared to many other investments in the VNV Global portfolio. The peer group's median multiple is 29.6x. The revaluation during 2020 is primarily driven by an updated forward-looking EBITDA forecast.

Booksy

As per December 31, 2020, Booksy is valued at USD 34.9 mln and is classified as a level 2 investment based on the latest funding round closed in December 2020. The revaluation during the fourth quarter 2020 is driven by the recently closed transaction where existing and new investors participated.

SWVL

As per December 31, 2020, SWVL is valued at USD 30.3 mln and is classified as a level 3 investment based on a forward-looking EV/revenue valuation model, although the latest transaction was in February 2020 where VNV Global invested USD 7.0 mln. The EV/Revenue valuation model looks at expected revenue, adjusted for Covid-19 related impacts, and the peer group consists of listed mobility and delivery business where the unadjusted median multiple of the peer group is 5.3x. The revaluation during 2020 is primarily driven by expanding market multiples.

Dostavista

As per December 31, 2020, Dostavista is valued at USD 29.0 mln and is classified as a level 3 investment based on a forward-looking EV/revenue valuation model as the latest significant transaction took place more than 12 months ago. The company has been developing according to plan and seen accelerating activity on the back of Covid-19. The revaluation during 2020 is primarily driven by an updated sales forecast following good performance throughout 2020.

OneTwoTrip

As per December 31, 2020, OneTwoTrip is classified as a level 3 investment based on a forward-looking peer multiples model, valued at USD 25.6 mln. VNV Global owns 21.1% of the company on a fully diluted basis. Current global travel restrictions has had negative impact to the company. The unadjusted median multiple of the peer group is 5.1x. The revaluation 2020 is primarily driven by a revised near-term sales forecast on the downside and multiple expansion on the upside.

Liquidity management (Level 1)

As per December 31, 2020, VNV Global owns USD 2.12 mln in money market funds and bonds as part of the Company's liquidity management operations. The funds and bonds are quoted daily and the fair value as per December 31, 2020, is the last published NAV as per end of December 2020.

Current liabilities

The book value for interest-bearing loans, accounts payable and other financial liabilities are deemed to correspond to the fair values.

Annual Report 2020

Notes for the Group

The following table presents the group's sensitivity in level 3 valuations.
/Expressed in USD thousands/

Company	Investment amount	Ownership, %	Sensitivity valuation					Benchmark
			-15%	-10%	2020	+10%	+15%
Babylon	92,562	10.6	300,510	318,187	353,541	388,895	406,572	Revenue multiple
Babylon¹	35,413		38,869	41,156	45,729	50,301	52,588	Revenue multiple
BlaBlaCar	122,425	8.7	151,710	160,634	178,482	196,330	205,254	Revenue multiple
Gett	57,880	5.6	92,060	97,475	108,306	119,137	124,552	Revenue multiple
Property Finder	24,655	9.5	35,049	37,111	41,235	45,358	47,420	Revenue multiple
Hemnet²	10,118	6.0	34,707	36,748	40,832	44,915	46,956	EBITDA multiple
SWVL	23,004	12.5	25,824	27,344	30,382	33,420	34,939	Revenue multiple
Dostavista	12,561	16.5	24,671	26,122	29,025	31,927	33,378	Revenue multiple
OneTwoTrip	20,654	21.1	21,742	23,021	25,579	28,137	29,416	Revenue multiple
Wallapop	9,059	2.4	10,922	11,565	12,850	14,135	14,777	Revenue multiple
El Basharsoft (Wuzzuf and Forasna)	3,801	23.7	7,780	8,238	9,153	10,068	10,526	Revenue multiple
Monopolya	9,372	9.1	6,997	7,409	8,232	9,055	9,466	Gross Profit multiple
Shohoz	7,004	15.5	5,985	6,337	7,041	7,745	8,097	Revenue multiple
Merro	8,763	22.6	5,601	5,931	6,590	7,249	7,578	Mixed
YouScan³	8,094	33.2	4,680	4,955	5,506	6,057	6,332	Revenue multiple
JamesEdition	3,341	27.6	3,528	3,735	4,150	4,566	4,773	Revenue multiple
Naseeb Networks (Rozee and Mihnati)	4,500	24.3	3,061	3,241	3,601	3,961	4,141	Revenue multiple
DOC+	8,000	26.7	1,275	1,350	1,500	1,650	1,725	Revenue multiple
Agente Imóvel	2,000	27.3	638	676	751	826	864	Revenue multiple
Total level 3	463,206		775,610	821,234	912,482	1,003,731	1,049,355

Holding through Global Health Equity AB.
Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
Reflects VNV Global's indirect shareholding in YouScan through a 33.2% holding in Kontakt East Holding AB, which owns 63% of YouScan.

Annual Report 2020

Notes for the Group

Change in financial assets at fair value through profit or loss per December 31, 2020
/Expressed in USD thousands/

Category	Company	Opening balance 01/01/2020	Investments/ (disposals), net	FV change	Closing balance 12/31/2020	Valuation method
Digital Health	Babylon	200,000	–	153,541	353,541	Revenue multiple
Digital Health	Babylon¹	–	35,229	10,500	45,729	Revenue multiple
Mobility	BlaBlaCar	209,454	–	-30,972	178,482	Revenue multiple
Mobility	Voi	102,434	17,366	8,827	128,627	Latest transaction
Mobility	Gett	74,853	5,300	28,153	108,306	Revenue multiple
Marketplace	Property Finder	47,883	–	-6,649	41,235	Revenue multiple
Marketplace	Hemnet²	25,845	–	14,986	40,832	EBITDA multiple
Marketplace	Booksy	12,931	5,999	16,027	34,957	Latest transaction
Mobility	SWVL	16,002	7,002	7,378	30,382	Revenue multiple
Mobility	Dostavista	11,561	1,000	16,464	29,025	Revenue multiple
Mobility	OneTwoTrip	28,653	–	-3,074	25,579	Revenue multiple
Marketplace	HungryPanda	–	12,894	–	12,894	Latest transaction
Marketplace	Wallapop	7,347	–	5,502	12,850	Revenue multiple
Marketplace	Inturn	–	11,230	1,308	12,538	Latest transaction
Marketplace	HousingAnywhere	6,366	3,315	2,003	11,683	Latest transaction
Marketplace	El Basharsoft (Wuzzuf and Forasna)	8,630	16	507	9,153	Revenue multiple
Digital Health	Numan	1,064	3,635	4,321	9,020	Latest transaction
Mobility	Monopoliya	9,372	–	-1,140	8,232	Gross Profit multiple
Mobility	Shohoz	7,004	–	37	7,041	Revenue multiple
Marketplace	Merro	7,652	-1,222	159	6,590	Mixed
Other	YouScan³	3,867	–	1,639	5,506	Revenue multiple
Digital Health	Yoppie	1,481	2,383	1,524	5,388	Latest transaction
Digital Health	Vezeeta	3,156	–	1,213	4,369	Latest transaction
Marketplace	JamesEdition	3,359	–	791	4,150	Revenue multiple
Marketplace	Naseeb Networks (Rozee and Mihnati)	3,528	–	73	3,601	Revenue multiple
Digital Health	Grace Health	1,073	995	689	2,758	Latest transaction
Other	Marley Spoon	168	–	1,902	2,071	Listed company
Digital Health	Napopravku	–	2,031	–	2,031	Latest transaction
Other	VNV Pioneer	–	1,567	-0	1,567	Latest transaction
Digital Health	DOC+	3,556	250	-2,306	1,500	Revenue multiple
Marketplace	Shwe Property	1,435	–	–	1,435	Latest transaction
Marketplace	Alva	–	1,191	32	1,223	Latest transaction
Marketplace	Dubicars	508	400	147	1,056	Latest transaction
Other	Olio	–	822	52	874	Latest transaction
Marketplace	JobNet	719	75	-2	792	Latest transaction
Marketplace	Agente Imóvel	2,800	–	-2,049	751	Revenue multiple
Marketplace	CarZar	451	-507	56	–	N/A
Other	Glovo	–	5,503	335	5,837	Latest transaction
Mobility	Dostavista, convertible debt	–	5,000	67	5,067	Convertible
Mobility	Shohoz, convertible debt	–	2,000	22	2,022	Convertible
Marketplace	El Basharsoft, convertible debt	–	1,600	70	1,670	Convertible
Marketplace	Naseeb Networks, convertible debt	212	–	20	232	Convertible
Marketplace	HousingAnywhere, convertible debt	562	-374	14	202	Convertible
Marketplace	Inturn, convertible debt	5,062	-5,230	168	–	Convertible
Digital Health	Napopravku, convertible debt	–	-31	31	–	Convertible
Digital Health	Numan, convertible debt	1,332	-1,324	-9	–	Convertible
Other	Liquidity management	20,660	-18,826	287	2,121
	Total investment portfolio	830,982	99,290	232,645	1,162,916

Holding through Global Health Equity AB.
Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
Reflects VNV Global's indirect shareholding in YouScan through a 33.2% holding in Kontakt East Holding AB, which owns 63% of YouScan.

Annual Report 2020

Notes for the Group

Note 4 Result from financial assets at fair value through profit or loss

	2020	2019
Realized result:
Proceeds from sale of financial assets at fair value through profit or loss	23,740	565,429
Acquisition value of sold financial assets at fair value through profit or loss	-26,330	-79,077
Reversal of fair value of sold assets at fair value through profit or loss	2,629	-486,176
Dividends	1,222	3,065
Total realized result	1,261	3,241
Unrealized result:
Change in fair value of remaining financial assets at fair value through profit or loss	231,384	203,649
Total unrealized result	231,384	203,649
Total result from financial assets at fair value through profit or loss	232,645	206,890

Financial assets at fair value through profit or loss comprises the result from fair value changes of financial assets that have been designated on initial recognition as assets to be measured at fair value with fair value changes in profit or loss.

Dividend and coupon income was USD 1.2 mln related to Merro dividends (2019: USD 3.07 mln related to Merro dividends).

Note 5 Operating expenses

	2020	2019
Employee benefit expense (Note 18)	5,631	28,908
External services	1,634	1,689
Expensed VAT	418	1,294
Other expenses	2,527	1,750
Total operating expenses	10,210	33,641

Note 6 Remuneration to Auditors

PwC	2020 Sweden	2020 Cyprus	2020 Total
Audit assignments	178	13	191
Other audit activities	57	-	57
Tax advice	25	55	80
Other services	153	-	153
Total	413	68	481
PwC	2019 Sweden	2019 Cyprus	2019 Total
Audit assignments	126	11	137
Other audit activities	35	-	35
Tax advice	11	87	98
Other services	-	-	-
Total	172	98	270

Audit assignment refers to the auditor's reimbursement for execution of the statutory audit. The work includes the audit of the annual report and consolidated financial statements and the accounting, the administration of the Board of Directors and the CEO and for audit advice provided as a result of the audit assignment.

Other audit activities refers to other audit assignments as required by laws and regulations as well as the review of quarterly reports in accordance with ISRE 2410. Tax advice refer to general tax advisory services.

Other services are services mainly related to rights issue.

Note 7 Net financial items

Interest income	2020	2019
Other Interest income	176	756
Total	176	756
Interest expense	2020	2019
Interest expense bonds	5,232	5,042
Other interest expense	138	192
Total	5,370	5,234

Note 8 Taxation

Current tax	2020	2019
Current tax on profit for the year	-405	-411
Adjustment for previous years	-	170
Total	-405	-241
Deferred tax	2020	2019
Reversal of temporary differences	-	-
Effect of changed tax rate	-	-
Total	-	-
Total income tax	-405	-241
Tax attributable to items in other comprehensive income	-	-
Reconciliation between theoretical tax expense and reported tax	2020	2019
Result before tax	207,333	163,918
Income tax calculated according to Swedish tax rate 21.4% (21.4%)	-44,369	-35,078
Tax effect of:
Effect of different tax rates for foreign subsidiaries	17,232	9,732
Non-taxable income	27,629	25,427
Non-deductible expenses	-4	-492
Tax losses for which non-deferred tax is recognized	-893	-
Adjustment for previous years	-	170
Tax expense	-405	-241

Deferred tax

The unused tax losses were incurred by the Group Companies that are uncertain to generate taxable income in the foreseeable future. They can be carried forward indefinitely.

Annual Report 2020

Notes for the Group

Note 9 Property, plant and equipment

Year ended December 31, 2020	Property, plant and equipment	Right-of-use assets: premises	Total
Opening net book amount	161	919	1,080
Depreciation charge	-35	-349	-384
Exchange differences	–	131	131
Closing net book amount	126	701	827
Year ended December 31, 2019	Property, plant and equipment	Right-of-use assets: premises	Total
---	---	---	---
Opening net book amount	203	–	203
Amount equal to lease asset as at January 1, 2019 under IFRS 16	–	1,273	1,273
Depreciation charge	-33	-302	-335
Exchange differences	-9	-52	-61
Closing net book amount	161	919	1,080
Property, plant and equipment	12/31/2020	12/31/2019
---	---	---
Acquisition	1,494	1,494
Accumulated depreciation	-719	-335
Exchange differences	52	-79
Closing net book amount	827	1,080

Property, plant, and equipment refer to equipment and installations.

Note 10 Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

December 31, 2020

Assets as per balance sheet	Asset at amortised cost	Assets at fair value through profit and loss	Total
Financial assets at fair value through profit or loss	–	1,162,916	1,162,916
Cash and cash equivalents	23,321	–	23,321
Other current receivables	1,125	–	1,125
Total financial assets	24,446	1,162,916	1,164,041
Liabilities as per balance sheet	Liabilities at amortised cost	Total
---	---	---
Borrowings	98,362	98,362
Total non-current financial liabilities	98,362	98,362

December 31, 2019

Assets as per balance sheet	Asset at amortised cost	Assets at fair value through profit and loss	Total
Financial assets at fair value through profit or loss	–	830,982	830,982
Cash and cash equivalents	18,855	–	18,855
Other current receivables	428	–	428
Total financial assets	19,283	830,982	850,265
Liabilities as per balance sheet	Liabilities at amortised cost	Total
---	---	---
Borrowings	68,582	68,582
Total non-current financial liabilities	68,582	68,582

Annual Report 2020

Notes for the Group

The assets specified in the table below are investments in financial assets at fair value through profit or loss.

/Expressed in USD thousands/

Note 11 Non-current financial assets at fair value through profit or loss

Company	Currency	Fair value, 12/31/2019	Ownership share, %	Investments/ (disposals), net	Result from financial assets	Fair value, 12/31/2020	Ownership share, %	Percentage weight
Babylon	USD	200,000	10.8	–	153,541	353,541	10.6	30.4
Babylon¹	USD	–	–	35,229	10,500	45,729	–	3.9
BlaBlaCar	EUR	209,454	8.7	–	-30,972	178,482	8.7	15.3
Voi	USD	102,434	32.7	17,366	8,827	128,627	25.5	11.1
Gett	USD	74,853	5.3	5,300	28,153	108,306	5.6	9.3
Property Finder	USD	47,883	9.8	–	-6,649	41,235	9.5	3.5
Hemnet²	SEK	25,845	6.1	–	14,986	40,832	6.0	3.5
Booksy	USD	12,931	11.8	5,999	16,027	34,957	10.4	3.0
SWVL	USD	16,002	10.1	7,002	7,378	30,382	12.5	2.6
Dostavista	USD	11,561	15.9	1,000	16,464	29,025	16.5	2.5
OneTwoTrip	USD	28,653	21.1	–	-3,074	25,579	21.1	2.2
HungryPanda	USD	–	–	12,894	–	12,894	4.0	1.1
Wallapop	USD	7,347	2.4	–	5,502	12,850	2.4	1.1
Inturn	USD	–	–	11,230	1,308	12,538	10.1	1.1
HousingAnywhere	EUR	6,366	26.2	3,315	2,003	11,683	29.4	1.0
El Basharsoft (Wuzzuf and Forasna)	USD	8,630	23.7	16	507	9,153	23.7	0.8
Numan	GBP	1,064	9.9	3,635	4,321	9,020	19.9	0.8
Monopolyya	USD	9,372	9.1	–	-1,140	8,232	9.1	0.7
Shohoz	USD	7,004	15.5	–	37	7,041	15.5	0.6
Merro	USD	7,652	22.6	-1,222	159	6,590	22.6	0.6
Glovo	USD	–	–	5,503	335	5,837	–	0.5
YouScan³	USD	3,867	33.2	–	1,639	5,506	33.2	0.5
Yoppie	GBP	1,481	37.0	2,383	1,524	5,388	47.8	0.5
Vezeta	USD	3,156	9.0	–	1,213	4,369	4.7	0.4
JamesEdition	EUR	3,359	27.6	–	791	4,150	27.6	0.4
Naseeb Networks (Rozee and Mihnati)	USD	3,528	24.3	–	73	3,601	24.3	0.3
Grace Health	SEK	1,073	14.3	995	689	2,757	23.0	0.2
Marley Spoon	AUD	168	0.6	–	1,902	2,070	0.6	0.2
Napopravku	USD	–	–	2,031	–	2,031	14.2	0.2
VNV Pioneer	SEK	–	–	1,567	-0	1,567	–	0.1
DOC+	USD	3,556	26.7	250	-2,306	1,500	26.7	0.1
Shwe Property	USD	1,435	11.7	–	–	1,435	11.8	0.1
Alva	SEK	–	–	1,191	32	1,223	4.9	0.1
Dubicars	USD	508	6.8	400	147	1,055	9.9	0.1
Olio	GBP	–	–	822	52	874	2.3	0.1
JobNet	USD	719	3.8	75	-2	792	4.5	0.1
Agente Imóvel	USD	2,800	27.3	–	-2,049	751	27.3	0.1
CarZar	USD	451	16.4	-507	56	–	–	0.0
Dostavista, convertible debt	USD	–	–	5,000	67	5,067	–	0.1
Shohoz, convertible debt	USD	–	–	2,000	22	2,022	–	0.2
El Basharsoft, convertible debt	USD	–	–	1,600	70	1,670	–	0.1
Naseeb Networks, convertible debt	USD	212	–	–	20	232	–	0.0
HousingAnywhere, convertible debt	EUR	562	–	-374	14	202	–	0.0
Inturn, convertible debt	USD	5,062	–	-5,230	168	–	–	0.0
Napopravku, convertible debt	USD	–	–	-31	31	–	–	0.0
Numan, convertible debt	GBP	1,332	–	-1,324	-9	–	–	0.0
Liquidity management		20,660	–	-18,826	287	2,121	–	0.2
Investment portfolio		830,982		99,290	232,645	1,162,916		100.0

Holding through Global Health Equity AB.
Indirect holding through YSaphis S.A. and Sprints Capital Rob R Partners S.A.
Reflects VNV Global's indirect shareholding in YouScan through a 33.2% holding in Kontakt East Holding AB, which owns 63% of YouScan.

Annual Report 2020

Notes for the Group

Last year movement, totaled:
/Expressed in USD thousands/

Company	Fair value, 12/31/2018	Investments/ (disposals), net	Result from financial assets	Fair value, 12/31/2019	Percentage weight
Total non-current financial assets at fair value through profit or loss	931,838	-324,199	202,683	810,322	97.5%
Liquidity management	644	18,874	1,142	20,660	2.5%
Investment portfolio	932,482	-305,325	203,825	830,982	100.0%

Note 12
Other current receivables

	12/31/2020	12/31/2019
Accounts receivable
Accounts receivable to tenants	9	47
Total	9	47
Other receivables
Deposits	147	-
Other	606	-
Total	753	-
Prepayments and accrued income
Prepaid rents	86	-
Other	277	381
Total	363	381
Total other current receivables	1,125	428

Note 13
Cash and cash equivalents

Cash and cash equivalents	12/31/2020	12/31/2019
Bank balances	23,321	18,855
Total	23,321	18,855

A depository account for the purpose of holding funds to pay interest of SEK 46.0 mln (2019: SEK 46.0 mln) have been pledged as collateral for VNV Global AB's bond loan. The corresponding amount in USD is 5.6 mln (2019: USD 4.9 mln).

Note 14
Borrowings

	12/31/2020	12/31/2019
Borrowings	98,362	68,582
Leasing liabilities	381	651
Total	98,743	69,233

Borrowings

2020	Opening balance	Proceeds from borrowings	Interest paid	Non cash transactions: Effective interest and exchange differences	Closing balance
Bond 2019/22	68,582	15,345	-4,688	19,123	98,362
Total	68,582	15,345	-4,688	19,123	98,362
2019	Opening balance	Proceeds from borrowings	Interest paid	Non cash transactions: Effective interest and exchange differences	Closing balance
Bond 2017/2020 and bond 2018/2022	93,944	-91,205	-3,113	373	-
Bond 2019/22	-	65,012	1,093	2,478	68,582
Total	93,944	-26,193	-2,020	2,851	68,582

Bond 2019/2022

Terms of condition of the bond loan, principal amount of SEK 800 mln, are three years loan and bears a fixed coupon of 5.75 per cent p.a. with interest payable quarterly. The bond is listed for trading on Nasdaq Stockholm.

Annual Report 2020
Notes for the Group

Leasing liabilities

	12/31/2020	12/31/2019
Maturity analysis – contractual discounted cash flow
Current liabilities: outflow less than one year	320	297
Non-current liabilities: outflow one to five years	381	651
Total discounted lease liabilities	701	948
Total cash flow for leases during the year	-302	-343
Amounts recognized in the consolidated income statement
Interest on lease liabilities	-71	-68
Exchange differences	131	-52

The weighted average incremental borrowing rate applied to measure lease liabilities is 6.15% for premises.

Note 15

Other current liabilities

	12/31/2020	12/31/2019
Other current liabilities	883	423
Investments	2,966	-
Leasing liability	320	297
Accrued tax liability	783	783
Total	4,952	1,503

Note 16

Accrued expenses

	12/31/2020	12/31/2019
Social security contributions	3,433	3,356
Prepaid rental income and forward invoiced costs	91	82
Other operating expenses	1,070	272
Total	4,594	3,711

Note 17

Pledged assets and contingent liabilities

Pledged assets

All of the shares in the subsidiary VNV (Cyprus) Limited and a depository account for the purpose of holding funds to pay interest of SEK 46.0 mln have been pledged as collateral for VNV Global AB's external loans.

Contingent liabilities

There were no contingent liabilities in the Company by December 31, 2020.

Note 18

Employee benefit expense

	2020	2019
Salaries and other remuneration	1,975	1,597
Variable compensation	-	15,711
Pension expenses	282	274
Share-based compensation	1,069	1,635
Other 1	471	2,634
Social security contributions	1,811	7,057
Other staff costs	23	0
Total	5,631	28,908

Other, to facilitate participation in LTIP 2019 and 2020, the Company subsidized the subscription price payable by program participants for the cost of acquiring Plan Shares. The statements of changes in equity for year 2019 comprises cost related to options under the 2010 Incentive Program. The cost is treated as other 2019.

	2020		2019
	Salaries and other remuneration	Social security contributions	Salaries and other remuneration	Social security contributions
Board of Directors, CEO, and other senior executives:
Salaries and other remuneration	1,532	332	1,317	413
Variable compensation	-	-	15,566	4,891
Pension expenses	246	53	203	49
Share-based compensation	929	982	1,380	434
Other	417	131	1,919	757
Other employees:
Salaries and other remuneration	443	139	280	88
Variable compensation	-	-	145	46
Pension expenses	36	8	71	17
Share-based compensation	140	149	255	80
Other	54	17	716	282
Total	3,797	1,811	21,852	7,057
	2020		2019
---	---	---	---	---
	Average number of employees	Whereof women	Average number of employees	Whereof women
Parent Company	4	1	7	4
Sweden, excl. parent company	4	3	-	-
Total	8	4	7	4

Annual Report 2020
Notes for the Group

Distribution of women and men on the Board, in the management group and Board members of subsidiaries

	2020		2019
	Numbers at balance date	Whereof women	Numbers at balance date	Whereof women
Board members	6	2	6	2
Group management	4	1	3	1
Board members of subsidiaries	5	3	3	3
Total	15	6	12	6

Decisions regarding remuneration to the Managing Director are made by the Board of Directors, while decisions regarding fixed remuneration to other management within the group are made by the Managing Director. The Managing Director has the right to 12 months' salary in the event of the termination of appointment on part of the company. He must himself observe 6 months' notice of termination. The rest of the management has a notice period of three months, which also applies to the Company in the event of termination on part of the Company. No notice period applies to the Board of Directors. The number of persons employed by the group during the year, excluding members of the Board of Directors, was 8 (7), of which 4 (3) were men. The number of persons in the group management was 4 (3), of which 3 were men (2).

Board members of subsidiaries consists of 4 board members (2019: 3) in Cyprus and 1 board member (2019: 6) in Bermuda.

2020	Base salaries/ board, audit & compensation committee fee	Variable compensation	Pension expenses	Share-based compensation	Other¹	Total
Lars O Grönstedt	194	–	–	–	–	194
Josh Blachman	95	–	–	–	–	95
Victoria Grace	88	–	–	–	–	88
Ylva Lindquist	88	–	–	–	–	88
Keith Richman	95	–	–	–	–	95
Per Brilioth	444	–	111	504	204	1,263
Group management	528	–	135	425	213	1,301
Total	1,532	–	246	929	417	3,124
2019	Base salaries/ board, audit & compensation committee fee	Variable compensation	Pension expenses	Share-based compensation	Other¹	Total
---	---	---	---	---	---	---
Lars O Grönstedt	167	–	–	–	–	167
Josh Blachman	81	–	–	–	–	81
Victoria Grace	75	–	–	–	–	75
Ylva Lindquist	75	–	–	–	–	75
Keith Richman	81	–	–	–	–	81
Per Brilioth	438	15,223	97	840	1,123	17,721
Group management	400	343	106	540	796	2,185
Total	1,317	15,566	203	1,380	1,919	20,385

Other, to facilitate participation in LTIP 2019 and 2020, the Company subsidized the subscription price payable by program participants for the cost of acquiring Plan Shares.

The managing director has a defined contribution pension plan, according to the Group's pension policy which is based on Swedish ITP-standards. The Group has no further obligations once the contributions have been paid. The contributions are recognized as employee benefit pension expense in profit or loss when they are due. The pension is not tied to the managing director's employment and is based on the managing director's base salary. All other employees also have defined contribution pension plans, according to the Group's pension policy which is based on Swedish ITP-standards.

Annual Report 2020
Notes for the Group

Incentive Programs

	LTIP 2017/Completed	LTIP 2018	LTIP 2019	LTIP 2020
Program measurement period	Jan 2017–Dec 2019	Jan 2018–Dec 2020	Jan 2019–Dec 2023	Jan 2020–Dec 2024
Vesting period	May 2017–May 2020	May 2018–May 2021	Aug 2019–May 2024	Jun 2020–May 2025
Maximum number of shares not adjusted for split and redemption program Mar 2019	225,000	510,000	2,100,000	525,000
Maximum number of shares adjusted for split and redemption program Mar 2019	330,750	742,350	2,100,000	525,000
Maximum dilution, adjusted for redemption program	0.42%	0.95%	2.7%	0.66%
Common share price per grant day in SEK	72.50	74.70	63.50	68.80
Common share price per grant day in USD	8.25	8.59	6.60	7.44
Incentive share price per grant day in SEK	-	-	6.84	2.44
Incentive share price per grant day in USD	-	-	0.71	0.26
/LTIP share-based remuneration expense, excluding social fees in USD mln/	LTIP 2017/Completed	LTIP 2018	LTIP 2019	Total
2020	-	0.83	0.18	1.07
2019	0.71	0.83	0.09	1.63
2018	0.70	0.52	-	1.22
2017	0.45	-	-	0.45
Total	1.86	2.18	0.27	4.37

There are three running long-term share-based incentive programs for management and key personnel in the VNV Global Group. The 2018 program is linked to the long-term performance of the Company's Net Asset Value, the 2019 and 2020 programs are linked to the long-term performance of both the Company's Net Asset Value and of the VNV Global share price.

Outstanding program 2018

Participants in the 3-year 2018 program purchased shares in the Company. For each purchased share, participants are entitled to receive additional shares, so-called performance shares, free of charge, subject to fulfillment of performance conditions set by the Board of Directors based on the Company's Net Asset Value. The rights to receive shares automatically convert into common shares at the end of the program at an exercise price of nil. The participants do not receive any dividends and are not entitled to

vote in relation to the rights to receive shares during the vesting period. If a participant ceases to be employed by the Group within this period, the rights will be forfeited, except in limited circumstances that are approved by the board on a case-by-case basis. The fair value of the shares on the grant date was calculated on the basis of the market price of the Company's shares on the grant date per share without adjustment for any dividends during the vesting period.

On February 17, 2021, the Board of Directors determined that the development of the Company's Net Asset Value over the performance measurement period of LTIP 2018 (January 1, 2018 through December 31, 2020) meets the so-called stretch level, whereby each savings share held by program participants throughout the vesting period (until March 31, 2021) will be allocated ten performance shares free of charge, for a maximum distribution of 775,189 shares (adjusted for the 2019 share split and redemption program and the 2020 rights issue).

Outstanding programs 2019 and 2020

Similarly, to the 2018 program, participants in the five-year 2019 and 2020 programs purchased shares in the Company. For each purchased share, participants are entitled to subscribe for newly issued redeemable common shares (incentive shares of Series C 2019 and C 2020) in the Company. Depending on the performance of both the Company's Net Asset Value and of the VNV Global share price, the incentive shares will be redeemed or reclassified as ordinary common shares, provided certain performance conditions have been fulfilled. If the performance conditions are not fulfilled, then the incentive shares will be redeemed at nominal value. The participants will be compensated for dividends and other value transfers to the shareholders during the life of the program. The participants are also entitled to vote for their incentive shares during the measurement period. If a participant ceases to be employed by the Group within this period, the incentive shares will be redeemed at nominal value, unless otherwise resolved by the Board on a case-by-case basis.

The fair value of the incentive shares of Series C 2019 and C 2020 on the grant date was calculated on the basis of the market price of the Company's share on the grant date and prevailing market conditions by using a Monte Carlo Valuation Method. To carry out the incentive program, the Company subsidized the subscription price payable by the incentive program participants for the incentive shares. The subsidy for LTIP 2019 amounted to USD 2.6 mln and for LTIP 2020 the subsidy amounted to USD 0.3 mln, social fees excluded, for the cost of acquiring plan shares. The cost for financing and acquiring plan shares is expensed directly. The Company also compensated participants for the tax impact arising from the fact that the subscription price was below fair market value. The cost of this subsidy, social fee excluded, amounts to USD 1 mln for LTIP 2019 and USD 0.01 mln for LTIP 2020 and will be expensed over five years, treated as vesting expense.

Completed program 2017

On March 24, 2020, the Board of Directors determined that the development of the Company's Net Asset Value over the performance measurement period of LTIP 2017 (January 1, 2017 through December 31, 2019), meets the so-called target level, whereby each savings share held by program participants throughout the vesting period (until March 31, 2020) was allocated of five performance shares free of charge. As a result, following adjustment for the redemption program of SEK 25 per share, participants in LTIP 2017 received a total of 330,750 shares in May 2020.

Accounting principles

In accordance with IFRS 2, the costs for the program, including social fees, will be reported over the income statement during the program's vesting period. The value is recognized in the income statement as a personnel cost on-line operating expenses, allocated over the vesting period with a corresponding increase in equity. The recognized cost corresponds to the fair value of the estimated number of shares that are expected to vest. This cost is adjusted in subsequent periods to reflect the actual number of vested shares. However, no adjustment is made when shares expire only because share price-related conditions do not reach the level.

Annual Report 2020
Notes for the Group
40

Note 19

Related-party transactions

The Group has identified the following related parties: Key Management and Board of Directors, including members of the Board and Management.

During the period, the Group has recognized the following related party transactions:

	Operating expenses		Current liabilities
	2020	2019	12/31/2020	12/31/2019
Key management and Board of Directors1	-3,124	-20,385	-	-

Compensation paid or payable includes salary and accrued bonus to the management and remuneration to the Board members.

VNV Global has entered into agreements with Keith Richman, Victoria Grace and Josh Blachman, all Directors of VNV Global, for consultancy services above and beyond their duties as Directors in the Company in relation to current or prospective investments. The gross annual cost per contract is USD 0.1 mln.

The costs for the long-term incentive programs (LTIP 2018, LTIP 2019 and LTIP 2020) for the management amounted to USD 0.9 mln, excluding social taxes and bonus payments, during the twelve-month period 2020. See details of LTIP 2018, LTIP 2019 and LTIP 2020 in Note 18.

Note 20

Key and Alternative Performance Measures

Alternative Performance Measures (APM) apply the European Securities and Markets Authority (ESMA) guidelines.

APMs are financial measures other than financial measures defined or specified by International Financial Reporting Standards (IFRS).

VNV Global regularly uses alternative performance measures to enhance comparability from period to period and to give deeper information and provide meaningful supplemental information to analysts, investors and other parties.

It is important to know that not all companies calculate alternative performance measures identically, therefore these measurements have limitations and should not be used as a substitute for measures of performance in accordance with IFRS.

Definitions of all APMs used are found below.

IFRS-defined performance measurements (not alternative performance measurements)

Performance measurements	Definitions
Earnings per share, USD	When calculating earnings per share, the average number of shares is based on average outstanding common shares. 2019 and 2020 Plan Shares, issued to participants in the Company's 2019 and 2020 long-term share-based Incentive programs (LTIP 2019 and 2020), are not treated as outstanding common shares and thus are not included in the weighted calculation. The issue of 2019 and 2020 Plan Shares is however recognized as an increase in shareholders' equity.
Diluted earnings per share USD	When calculating diluted earnings per share, the average number of common shares is adjusted to consider the effects of potential dilutive common shares that have been offered to employees, originating during the reported periods from share-based incentive programs. Dilutions from share-based incentive programs affect the number of shares and only occur when the incentive program performance conditions of the respective programs are fulfilled.
Weighted average number of shares outstanding	Weighted average number of common shares for the period.

Alternative performance measurements

Performance measurements	Definitions	Motives
Equity ratio, %	Equity ratio is defined as Shareholders' equity in percent in relation to total assets.	The performance measure demonstrates how much of the total assets that have been financed with equity for the assessment of the company's capital structure and financial risk.
Net asset value, USD and SEK	Net asset value is defined as the amount of shareholders' equity according to the balance sheet.	The performance measure determines the value of the company's net assets and thus shows the carrying amount of the company enabling a comparison with the company's enterprise value.
Net asset value per share, USD and SEK	Shareholders' equity divided by total number of common shares at the end of the period.	An established performance measure for investment companies that demonstrates the owners' share of the company's total net assets per share and enables comparison with the company's share price.
Net asset value/share adjusted for the February 2019 split and redemption program, USD	Net asset value/share adjusted for the February 2019 split and redemption program is defined as equity increased by an amount corresponding to the redemption amount increased by the development in equity since the redemption date, divided by total number of outstanding common shares.	The net asset value cleared for effects of non-recurring items, e.g., redemption program 2019 which enables a true comparison with earlier periods.
Net asset value development per share adjusted for the February 2019 split and redemption program, USD, %	Change in net asset value per share in USD compared with previous accounting year, in percent, adjusted for the February 2019 split and redemption program	A measure of profitability that shows the company's return and how the net asset value per share develops between different periods.

Annual Report 2020
Notes for the Group

Key ratios

	2020	2019
Earnings per share /USD/	2.38	2.08
Diluted earnings per share /USD/	2.35	2.07
Number of common shares outstanding	95,076,547	78,150,006
Weighted average number of common shares	87,113,773	78,787,830
Weighted average number of common shares – diluted	88,116,120	79,118,580

Alternative Performance Measures

	2020	2019
Equity ratio	90.89%	91.21%
Net asset value /USD/	1,080,234,021	776,983,782
Net asset value /SEK/	8,833,340,408	7,239,235,595
Net asset value per share /USD/	11.36	9.94
Net asset value per share /SEK/	92.91	92.63
Net asset value per share adjusted for split and redemption program and rights issue /USD/	16.48	13.49
Net asset value per share development	22%	30%

Reconciliation tables, VNV Global

	2020	2019
Number of common shares outstanding	95,076,547	78,150,006
Number of Incentive Shares outstanding	2,625,000	2,100,000
Total number of shares outstanding	97,701,547	80,250,006
Weighted average number of common shares	87,113,773	78,787,830
Weighted average number of Incentive Shares	2,625,000	2,100,000
Weighted average number of total shares	89,738,773	80,887,830
Weighted average number of common shares – diluted	88,116,120	79,118,580
Earnings per share /USD/
Net result for the financial period	206,927,875	163,677,067
Weighted average number of common shares	87,113,773	78,787,830
Earnings per share /USD/	2.38	2.08
Diluted earnings per share /USD/
Net result for the financial period	206,927,875	163,677,067
Weighted average number of common shares – diluted	88,116,120	79,118,580
Diluted earnings per share /USD/	2.35	2.07

Reconciliations of Alternative Performance Measures

	2020	2019
Equity ratio
Shareholders’ equity /USD/	1,080,234,021	776,983,782
Total assets /USD/	1,188,567,831	851,867,898
Equity ratio	90.89%	91.21%
Net asset value /USD/	1,080,234,021	776,983,782
Net asset value /SEK/
Net asset value /USD/	1,080,234,021	776,983,782
SEK/USD	8.1772	9.3171
Net asset value /SEK/	8,833,340,408	7,239,235,595
Net asset value per share /USD/
Net asset value /USD/	1,080,234,021	776,983,782
Number of common shares outstanding	95,076,547	78,150,006
Net asset value per share /USD/	11.36	9.94
Net asset value per share /SEK/
Net asset value /USD/	1,080,234,021	776,983,782
SEK/USD	8.1772	9.3171
Net asset value /SEK/	8,833,340,408	7,239,235,595
Number of common shares outstanding	95,076,547	78,150,006
Net asset value per share /SEK/	92.91	92.63
Net asset value per share adjusted for the rights issue August 3, 2020 /USD/
Net asset value /USD/	1,080,234,021	-
Rights issue /USD/	-99,219,596	-
Rights issue, cost /USD/	3,994,335	-
Net asset value adjusted for rights issue /USD/	985,008,760	-
Number of common shares outstanding	95,076,547	-
New shares issued August 3, 2020	-15,846,091	-
Number of common shares before rights issue	79,230,456	-
Net asset value adjusted for rights issue /USD/	985,008,760	-
Number of common shares before rights issue	79,230,456	-
NAV per share adjusted for rights issue /USD/	12.43	-
Net asset value /USD/	1,080,234,021	-
Number of common shares outstanding	95,076,547	-
NAV per share including rights issue /USD/	11.36	-

Annual Report 2020

Notes for the Group

Reconciliations of Alternative Performance Measures (continued)

	2020	2019
NAV per share adjusted for rights issue /USD/	12.43	–
NAV per share including rights issue /USD/	11.36	–
Rights issue effect on NAV per share, change /USD/	1.07	–
Rights issue effect on NAV per share, ratio	1.09	–
Net asset value per share adjusted for the February 2019 split and redemption program /USD/
Net asset value /USD/	1,080,234,021	776,983,782
Split and redemption program /SEK/
Number of shares at redemption	79,660,042	79,660,042
Redemption program /SEK 25 krona per share/	25	25
Redemption program /SEK/	1,991,501,050	1,991,501,050
Split and redemption program /USD/
SEK/USD redemption	9.2678	9.2678
Redemption program /USD/	214,882,963	214,882,963
February 2019 split and redemption program – adjusted for share price development /USD/	322,515,473	282,220,816
Number of shares at redemption	79,660,042	79,660,042
Redemption share price /USD/	4.05	3.54
Rights issue effect on NAV per share, change /USD/	1.07	–
Net asset value per share /USD/	11.36	9.94
Net asset value per share adjusted for split and redemption program and rights issue /USD/	16.48	13.49
Net asset value development per share in USD /%/
Net asset value per share adjusted for split and redemption program and rights issue – opening value /USD/	13.49	10.37
Net asset value per share adjusted for split and redemption program and rights issue – closing value /USD/	16.48	13.49
Net asset value per share development	22.17%	30%

Note 21

Events after the reporting period

Annual Report 2020

Parent Company Financial Statements

Income statement – Parent

/Expressed in SEK thousands/	Note	2020	2019
Result from financial assets at fair value
through profit or loss	P.2	1,472	–
Other operating income	P.3	13,172	57,908
Operating expenses	P.4, P.5	-44,718	-57,024
Operating result		-30,074	884

Financial income and expenses

Interest income	P.6	19,692	–
Interest expense	P.6	-28,047	–
Currency exchange gains/losses, net		-5,141	–
Net financial items		-13,496	–

Appropriations

Group contribution	604	–
Result before tax	-42,966	884
Taxation	P.7	–
---	---	---
Net result for the year		-42,966

Statement of comprehensive income

/Expressed in SEK thousands/	2020	2019
Net result for the year	-42,966	315

Other comprehensive income for the year

Items that may be classified subsequently to profit or loss:

Currency translation differences	–	–
Total other comprehensive income for the year	–	–
Total comprehensive income for the year	-42,966	315
---	---	---

Annual Report 2020

Parent Company Financial Statements

Balance sheet – Parent

/Expressed in SEK thousands/	Note	12/31/2020	12/31/2019
Non-current assets
Tangible non-current assets
Property, plant and equipment	P.8	1,184	1,501
Total tangible non-current assets		1,184	1,501
Financial non-current assets
Shares in subsidiaries	P.9	7,442,432	–
Financial assets at fair value through profit or loss	P.10	–	–
Deposit		–	600
Receivables from Group companies	P.11	603,033	–
Total financial non-current assets		8,045,465	600
Current assets
Receivables from Group companies		–	10,675
Tax receivable		3,076	2,507
Other current receivables	P.12	934	1,344
Cash and cash equivalents	P.13	166,558	1,194
Total current assets		170,568	15,720
Total assets		8,217,217	17,821
/Expressed in SEK thousands/	Note	12/31/2020	12/31/2019
---	---	---	---
Restricted equity
Share capital		9,770	100
Total restricted equity		9,770	100
Non-restricted equity
Additional paid in capital		834,686	45,648
Retained earnings		6,603,425	-32,055
Profit/loss for the year		-42,966	315
Total unrestricted equity		7,395,145	13,908
Total equity	P.14	7,404,915	14,008
Non-current liabilities
Interest bearing liabilities
Long-term debts	P.15	804,330	–
Total non-current liabilities		804,330	–
Current liabilities
Non-interest bearing current liabilities
Other current liabilities	P.16	5,749	2,099
Accrued expenses	P.17	2,223	1,714
Total current liabilities		7,972	3,813
Total shareholders’ equity and liabilities		8,217,217	17,821

Annual Report 2020

Parent Company Financial Statements

Statement of Changes in Equity – Parent

/Expressed in SEK thousands/	Note	Share capital	Additional paid in capital	Retained earnings	Total
Balance at January 1, 2019		100	43,430	-32,055	11,475
Net result for the year January 1, 2019 to December 31, 2019		–	–	315	315
Total comprehensive income for the year January 1, 2019 to December 31, 2019		–	–	315	315
Transactions with owners:
Shareholder contribution		–	2,218	–	2,218
Total transactions with owners		–	2,218	–	2,218
Balance at December 31, 2019		100	45,648	-31,740	14,008
Balance at January 1, 2020		100	45,648	-31,740	14,008
Net result for the year January 1, 2020 to December 31, 2020		–	–	-42,966	-42,966
Total comprehensive income for the year January 1, 2020 to December 31, 2020		–	–	-42,966	-42,966
Transactions with owners:
Reclassification due to redomestication		–	-45,648	45,648	–
Rights issue	P.14	1,585	869,950	–	871,535
Rights issue, cost	P.14	–	-35,264	–	-35,264
Bonus share issue	P.14	7,823	–	-7,823	–
Shareholder contribution	P.14	–	–	6,596,075	6,596,075
Value of employee services:
- Share-based long-term incentive program	P.19	263	–	1,264	1,527
Total transactions with owners		9,670	789,038	6,635,164	7,433,872
Balance at December 31, 2020		9,770	834,686	6,560,458	7,404,915

Annual Report 2020

Parent Company Financial Statements

Cash flow statement – Parent

/Expressed in SEK thousands/
Note 2020 2019

Operating activities
Result before tax	-42,966	884
Adjustment for:
Interest income	-19,692	–
Interest expense	28,047	–
Currency exchange gains/-losses	5,141	–
Depreciation	317	317
Result from financial assets at fair value through profit or loss	-1,472	–
Other non-cash adjustments, LTIP 2019 and 2020 cost	1,264	–
Change in current receivables	1,010	-3,821
Change in current liabilities	-692	-404
Net cash used in operating activities	-29,043	-3,024
Investments in financial assets	-96,203	–
Sales of financial assets	120,444	–
Tax paid	-569	-153
Net cash flow from operating activities	-5,371	-3,177

Investing activities

Investments in subsidiaries,
adjusted for acquired cash and cash equivalents	-835,470	–
Net cash flow used in/from investing activities	-835,470	–

Financing activities

Rights issue, net	P.14	836,271	–
Shareholder contribution		198,074	2,218
Interest paid for borrowings	P.15	-23,000	–
Net cash flow used in/from financing activities		1,011,345	2,218
Cash flow for the year	170,504	-959
---	---	---
Cash and cash equivalents at beginning of the year	1,194	2,153
Exchange gains/losses on cash and cash equivalents	-5,140	–
Cash and cash equivalents at end of year	166,558	1,194

Annual Report 2020
47

Notes for the Parent

/Expressed in SEK thousand unless indicated otherwise/

Note P.1

The Parent Company's Significant Accounting Policies

The Parent Company's annual financial statements have been prepared in accordance with the Swedish Annual Accounts Act (1995:1554) and the Swedish Financial Reporting Board's recommendation RFR 2 Accounting for Legal Entities. The Swedish Financial Reporting Board's statements for listed companies are also applied. RFR 2 requires the Parent Company, as a legal entity, to prepare its annual financial statements in compliance with all the IFRS and IFRIC interpretations adopted by the EU, to the extent possible within the framework of the Swedish Annual Accounts Act. The Parent Company applies the accounting policies detailed for the Group with the exception of the following:

Functional currency and reporting currency

The Parent Company's presentation currency is the Swedish krona (SEK) and not the Group's reporting currency of US Dollar due to Swedish Company regulations.

Leases

All leasing agreements are recognized as operating leases.

Shares in subsidiaries

Subsidiaries are recognized in accordance with the acquisition method, implying that holdings are recognized at cost in the balance sheet less any impairment. Dividends from subsidiaries are recognized as dividend income. Shareholders' contributions are recognized directly in equity by the receiver and are capitalized in Participations in Group companies by the giver to the extent that no impairment loss is required.

Note P.2

Result from financial assets at fair value through profit or loss

	2020	2019
Realized result:
Proceeds from sale of financial assets at fair value through profit or loss	120,444	–
Acquisition value of sold financial assets at fair value through profit or loss	-118,972	–
Reversal of fair value of sold assets at fair value through profit or loss	–	–
Dividends	–	–
Total realized result	1,472	–
Unrealized result:
Change in fair value of remaining financial assets at fair value through profit or loss	–	–
Total unrealized result	–	–
Total result from financial assets at fair value through profit or loss	1,472	–

Result from financial assets at fair value through profit or loss amounted to SEK 1.47 mln (2019: -) referring to liquidity management investments.

Note P.3

Other operating income

Other operating income – distribution	2020	2019
Intra-group business support services	10,846	54,725
Rental income and office services	2,326	3,183
Total	13,172	57,908

Other operating income amounted to SEK 13.17 mln (2019: 57.91) has decreased compared with previous years, explained by the redomestication of the Group and following internal operational restructuring where service provider companies has been incorporated within the Group during 2020.

Annual Report 2020
Notes for the Parent
48

Note P.4
Operating expenses

	2020	2019
Employee benefit expense (Note P.19)	33,602	47,084
Other expenses	10,799	9,623
Depreciation	317	317
Total	44,718	57,024

During 2020, all leasing agreements in the Parent Company are transferred to VNV AB, recognized as operating leases.

Note P.5
Remuneration to Auditors

PwC	2020	2019
Audit assignments	1,207	-
Other audit activities	158	-
Tax advice	40	-
Other services	1,225	-
Total	2,630	-

During 2019 has remuneration to Auditors been charged to the Group's former parent company, VNV Global Ltd.

Other services are services mainly related to rights issue.

Note P.6
Net financial items

Interest income	2020	2019
Intra-group interest income	19,499	-
Other Interest income	193	-
Total	19,692	-
Interest expense	2020	2019
Interest expense bond	27,866	-
Other interest expense	181	-
Total	28,047	-

Note P.7
Taxation

Current tax	2020	2019
Current tax on profit for the year	-	-569
Adjustment for previous years	-	-
Total	-	-569
Deferred tax	2020	2019
Reversal of temporary differences	-	-
Effect of changed tax rate	-	-
Total	-	-
Total income tax	-	-569
Tax attributable to items in other comprehensive income	-	-
Reconciliation between theoretical tax expense and reported tax	2020	2019
---	---	---
Result before tax	-42,966	884
Income tax calculated according to Swedish tax rate 21.4% (21.4%)	9,195	-189
Tax effect of:
Non-taxable income	-	15
Non-deductible expenses	-27	-395
Tax losses for which non-deferred tax is recognized	-9,168	-
Tax expense	-	-569

The unused tax losses were incurred by the Parent Company that is uncertain to generate taxable income in the foreseeable future. They can be carried forward indefinitely.

Note P.8
Property, plant and equipment

Property, plant and equipment	12/31/2020	12/31/2019
Opening net book amount	1,501	1,818
Acquisition	-	-
Depreciation	-317	-317
Closing net book amount	1,184	1,501
Property, plant and equipment	12/31/2020	12/31/2019
Cost value	2,023	2,023
Accumulated depreciation	-839	-522
Closing net book amount	1,184	1,501

Property, plant, and equipment refer to equipment and installations.

Annual Report 2020
Notes for the Parent
49

Note P.9
Shares in subsidiaries

Shares and participations in direct-owned subsidiaries	Country	Number of shares	Share of capital and votes, %	Book value 12/31/2020	Book value 12/31/2019
VNV (Cyprus) Limited	Cyprus	113,335,393	100	6,982,384	–
VNV Sweden AB	Sweden	50,000	100	445,853	–
VNV Pioneer AB	Sweden	50,000	100	14,195	–
Other subsidiaries of the Group
VNV AB	Sweden	50,000	100		–
VNV Services Limited	Cyprus	2,000	100		–
VNV Global Ltd	Bermuda	1	100
Vostok Co-Investment Coöperatief B.A	The Netherlands	N/A			–
Total				7,442,432	–

Note P.10
Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

December 31, 2020

Assets as per balance sheet	Asset at amortised cost	Assets at fair value through profit and loss	Total
Financial assets at fair value through profit or loss	–	–	–
Receivables from Group Companies	603,033	–	603,033
Other current receivables	934	–	934
Cash and cash equivalents	166,558	–	166,558
Total financial assets	770,525	–	770,525
Liabilities as per balance sheet	Liabilities at amortised cost	Total
---	---	---
Borrowings	804,330	804,330
Total non-current financial liabilities	804,330	804,330

December 31, 2019

Assets as per balance sheet	Asset at amortised cost	Assets at fair value through profit and loss	Total
Financial assets at fair value through profit or loss	–	–	–
Receivables from Group Companies	10,675	–	10,675
Other current receivables	1,344	–	1,344
Cash and cash equivalents	1,194	–	1,194
Total financial assets	13,213	–	13,213
Liabilities as per balance sheet	Liabilities at amortised cost	Total
---	---	---
Borrowings	–	–
Total non-current financial liabilities	–	–

Note P.11
Receivables from Group companies

	12/31/2020	12/31/2019
Intra-group receivable	603,033	–
Total	603,033	–

The company has no credit loss reserve to report.

Note P.12
Other current receivables

	12/31/2020	12/31/2019
Accounts receivable
Accounts receivable to tenants	–	444
Total	–	444
Receivables from group companies
Receivables relating to intra-group services	–	10,675
Total	–	10,675
Other receivables
Other	600	–
Total	600	–
Prepayments and accrued income
Prepaid rents	–	713
Other	334	187
Total	334	900
Total other current receivables	934	1,344

Note P.13
Cash and cash equivalents

Cash and cash equivalents	12/31/2020	12/31/2019
Bank balances	166,558	1,194
Total	166,558	1,194

A depository account for the purpose of holding funds to pay interest of SEK 46.0 mln (2019: SEK 46.0 mln) have been pledged as collateral for VNV Global AB's bond loan.

Annual Report 2020
Notes for the Parent
50

Note P.14
Share capital and additional paid in capital

Date	Event	Change in number of shares	Total number of shares after change	Quota value, SEK	Change in share capital, SEK	Total share capital after change, SEK
Mar 11, 2005	Incorporation	1,000	1,000	100.00	–	100,000
Apr 24, 2020	Reversed share split/
Share split and bonus issue	79,230,456	79,230,456	0.10	7,823,045.60	7,923,045.60
Apr 24, 2020	Issuance of incentive shares of Series C 2019	2,100,000	81,330,456	0.10	210,000	8,133,045.60
Apr 24, 2020	Issuance of incentive shares of Series C 2020	525,000	81,855,456	0.10	52,500	8,185,545.66
Aug 3, 2020	Rights issue	15,846,091	97,701,547	0.10	1,584,609	9,770,154.66
Dec 31, 2020	Closing balance	–	97,701,547	0.10	–	9,770,154.66

At the Company's annual general meeting on April 24, 2020, it was resolved to i) merge the Company's shares by 1,000:1, whereby the existing 1,000 shares were merged into one (1) share, ii) carry out a share split of 1:79,230,456, whereby the resulting one (1) existing share was divided into 79,230,456 shares, and iii) carry out a bonus issue whereby the Company's share capital was increased by SEK 7,823,045.60 through transfer of funds from unrestricted equity. The bonus issue was made without issue of new shares. The purpose was to adjust the number of outstanding shares in VNV Global AB (publ) prior to the redomestication.

The company also issued 2,625,000 incentive shares of Series C 2019 and C 2020 to VNV Global Ltd. as part of the Group's redomestication. The subscription price amounted to SEK 0.1.

On July 24, 2020, VNV Global announced that the Company's Rights Issue was subscribed. In August 2020, the company completed a share issue whereby 15,846,091 Units, each comprising one share and one warrant, were issued for a consideration of SEK 55 per Unit.

Number of shares outstanding at year-end were 97,701,547, of which 95,076,547 common shares and 2,625,000 incentive shares of Series C 2019 and C 2020.

The number of common shares includes 749,700 treasury shares. As at January 1, 2020, the Parent Company held no treasury shares. At the Company's annual general meeting on April 24, 2020, it was resolved to split the existing share into 79,230,456 shares, of which 749,700 shares are held in treasury and may be used to settle future obligations to participants in the Company's outstanding share-based long-term incentive program LTIP 2018.

Note P.15
Borrowings
Change in interest-bearing loans

2020	Opening balance	Non cash transaction: Transfer within the group, net	Interest paid	Non cash transaction: Effective interest	Closing balance
Bond 2019/22	–	788,161	23,000	-6,831	804,330
Total	–	788,161	23,000	-6,831	804,330

Note P.16
Other current liabilities

	12/31/2020	12/31/2019
VAT	–	1,223
Personnel tax	820	440
Investments	4,799	–
Other	130	436
Total	5,749	2,099

Note P.17
Accrued expenses

	12/31/2020	12/31/2019
Social security contributions	1,140	918
Prepaid rents	–	768
Other	1,083	28
Total	2,223	1,714

Note P.18
Pledged assets and contingent liabilities

Pledged assets
All of the shares in the subsidiary VNV (Cyprus) Limited and a depository account for the purpose of holding funds to pay interest of SEK 46.0 mln have been pledged as collateral for VNV Global AB's external loans.

Contingent liabilities
There were no contingent liabilities in the Company by December 31, 2020.

Bond 2019/2022
On June 10, 2020, in conjunction with the redomestication from Bermuda to Sweden, the bond 2019/22 was transferred to the Parent Company. Terms of condition of the bond loan, principal amount of SEK 800 mln, are three years loan and bears a fixed coupon of 5.75 per cent p.a. with interest payable quarterly. The bond is listed for trading on Nasdaq Stockholm.

Annual Report 2020
Notes for the Parent

Note P.19
Employee benefit expense

	2020	2019
Salaries and other remuneration	14,323	10,423
Variable compensation	–	19,788
Pension expenses	2,363	2,558
Share-based compensation	1,264	–
Other¹	4,028	–
Social security contributions	11,414	14,132
Other staff costs	210	183
Total	33,602	47,084

Other, to facilitate participation in LTIP 2019 and 2020, the Company subsidized the subscription price payable by program participants for the cost of acquiring Plan Shares.

	2020		2019
	Salaries and other remuneration	Social security contributions	Salaries and other remuneration	Social security contributions
Board of Directors, CEO, and other senior executives:
Salaries and other remuneration	11,202	2,875	7,811	2,454
Variable compensation	–	–	10,604	5,284
Pension expenses	2,115	454	1,893	459
Share-based compensation	1,117	5,590	–	–
Other	3,694	1,161	–	–
Other employees:
Salaries and other remuneration	3,121	981	2,612	821
Variable compensation	–	–	9,184	4,952
Pension expenses	248	53	665	162
Share-based compensation	147	195	–	–
Other	334	105	–	–
Total	21,978	11,414	32,769	14,132

Distribution of women and men on the Board and in the management group

	2020		2019
	Number of employees	Whereof women	Average number of employees	Whereof women
Parent Company	5	1	7	4
Total	5	1	7	4
	2020		2019
---	---	---	---	---
	Number of employees	Whereof women	Number of employees	Whereof women
Board members	6	2	3	1
Group management	4	1	3	1
Total	10	3	6	2

Decisions regarding remuneration to the Managing Director are made by the Board of Directors, while decisions regarding fixed remuneration to senior executives and other employees are made by the Managing Director. The Managing Director has the right to 12 months' salary in the event of the termination of appointment on part of the company. He must himself observe 6 months' notice of termination. The rest of the management has a notice period of three months, which also applies to the Company in the event of termination on part of the Company. No notice period applies to the Board of Directors. The average number of persons employed by the company during the year, excluding members of the Board of Directors, was 5 (7), of which 4 (3) were men. The average number of persons in the management was 4 (3), of which 3 were men (2).

Annual Report 2020
Notes for the Parent
52

2020	Base salaries/ board fee	Variable compensation	Pension expenses	Share-based compensation	Other	Total
Lars O Grönstedt	928	–	–	–	–	928
Josh Blachman	500	–	–	–	–	500
Victoria Grace	426	–	–	–	–	426
Ylva Lindquist	426	–	–	–	–	426
Keith Richman	500	–	–	–	–	500
Per Brilioth	3,930	–	972	548	1,812	7,262
Group management	4,492	–	1,143	569	1,882	8,086
Total	11,202	–	2,115	1,117	3,694	18,128
2019	Base salaries/ board fee	Variable compensation	Pension expenses	Share-based compensation	Other	Total
Lars O Grönstedt	–	–	–	–	–	–
Josh Blachman	–	–	–	–	–	–
Victoria Grace	–	–	–	–	–	–
Ylva Lindquist	–	–	–	–	–	–
Keith Richman	–	–	–	–	–	–
Per Brilioth	4,081	–	904	–	–	4,985
Group management	3,730	10,604	989	–	–	15,323
Total	7,811	10,604	1,893	–	–	20,308

Incentive Programs

There are two running long-term share-based incentive programs for management and key personnel in the Parent Company, shown below.

	LTIP 2019	LTIP 2020
Program measurement period	Jan 2019–Dec 2023	Jan 2020–Dec 2024
Vesting period	Aug 2019–May 2024	Jun 2020–May 2025
Maximum number of shares not adjusted for split and redemption program Mar 2019	2,100,000	525,000
Maximum number of shares adjusted for split and redemption program Mar 2019	2,100,000	525,000
Maximum dilution, adjusted for redemption program	2.7%	0.66%
Common share price per grant day in SEK	63.50	68.80
Common share price per grant day in USD	6.60	7.44
Incentive share price per grant day in SEK	6.84	2.44
Incentive share price per grant day in USD	0.71	0.26
/LTIP share-based remuneration expense, excluding social fees in SEK mln/	LTIP 2020	Total
2020	1.2	0.1
2019	–	–
Total	1.2	0.1

Outstanding programs 2019 and 2020

Similarly to the 2018 program, participants in the five-year 2019 and 2020 programs purchased shares in the Company. For each purchased share, participants are entitled to subscribe for newly issued redeemable common shares in the Company (incentive shares of Series C 2019 and C 2020, respectively). Depending on the performance of both the Company's Net Asset Value and of the VNV Global share price, the incentive shares will be redeemed at nominal value or reclassified as ordinary common shares, provided certain performance conditions have been fulfilled. If the performance conditions are not fulfilled, then the incentive shares will be redeemed at nominal value and cancelled. The participants will be compensated for dividends and other value transfers to the shareholders during the life of the program. The participants are also entitled to vote for their incentive shares during the measurement period. If a participant ceases to be employed by the Group within this period, the incentive shares will be redeemed at nominal value, unless otherwise resolved by the Board on a case-by-case basis.

Annual Report 2020

Notes for the Parent

Note P.20

Related-party transactions

The Parent Company has identified the following related parties: Key Management and Board of Directors, including members of the Board and Management.

During the period, the Parent Company has recognized the following related party transactions:

	Operating expenses		Current liabilities
	2020	2019	12/31/2020	12/31/2019
Key management and Board of Directors	18,128	20,308	-	-

Compensation paid or payable includes salary and bonuses to the management and remuneration to the Board members. The costs for the long-term incentive programs (LTIP 2019 and LTIP 2020) for the management amounted to SEK 1.1 mln, excluding social taxes and bonus payments, during 2020. See details of LTIP 2019 and LTIP 2020 in Note P.19.

Subsidiaries

The parent company, VNV Global AB (publ), has related-party transactions with its subsidiaries: the Cypriot subsidiary VNV (Cyprus) Limited, and the Swedish subsidiaries, VNV Sweden AB and VNV Pioneer AB but also with VNV AB which is a subsidiary to VNV Sweden AB. Intra-group services have decreased compared to previous years, explained by redomestication of the Group where service provider companies has been incorporated within the Group during 2020.

The reported sales to other Group companies refer to business support services

	2020	2019
Intra-group services	10,846	54,725
Total	10,846	54,725

Intra-group receivables

	12/31/2020	12/31/2019
Intra-group receivable	603,033	10,675
Total	603,033	10,675

Annual Report 2020

Declaration

The Board of Directors and the Managing Director declare that the consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU and give a true and fair view of the Group's financial position and results of operations. The financial statements of the Parent Company have been prepared in accordance with IFRS and generally accepted accounting standards in Sweden and give a true and fair view of the Parent Company's financial position and results of operations.

The Administration Report and the other parts of the Annual Report of the Group and the Parent Company provide a fair review of the development of the Group's and the Parent Company's operations, financial position and results of operations and describe material risks and uncertainties facing the Parent Company and the companies included in the Group.

The Statutory Corporate Governance and the other parts of the Annual Report of the Group provides a fair review of the development of the Group's operations, financial position and results of operations and describes material risks and uncertainties facing the companies included in the Group.

Stockholm, Sweden, February 25, 2021

Lars O Grönstedt
Chairman

Josh Blachman
Board member

Victoria Grace
Board member

Yiva Lindquist
Board member

Keith Richman
Board member

Per Brilioth
Managing Director and Board member

Our audit report was submitted on February 25, 2021

PricewaterhouseCoopers AB

Martin Oscarsson
Authorized Public Accountant

Annual Report 2020
55

Auditor's Report

To the general meeting of the shareholders of VNV Global AB (publ.), corporate identity number 556677-7917

Report on the annual accounts and consolidated accounts

Opinions

We have audited the annual accounts and consolidated accounts of VNV Global AB (publ.) for the year 2020. The annual accounts and consolidated accounts of the company are included on pages 17–54 in this document.

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

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

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

Basis for Opinions

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

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

Our audit approach

Audit scope

VNV Global AB (publ) is an investment company where the main part of the assets comprises investments in non-quoted private equity companies. The Group include subsidiaries in Cyprus and Bermuda. Audit procedures related to the group and parent financial statements are solely performed by the group audit team. Specialists within the PwC-network are involved where appropriate.

We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements and the parent company financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements and parent company financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the group operates.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Key audit matters

Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

Key Audit Matter

Valuation of private equity investments

The valuation of private equity investments at fair value is significant for the Group's financial statements as a major part of the Group's Net Asset Value comprise non-quoted investments in private equity companies. At December 31, 2020, these investments had a carrying value of USD 1,163 million, representing 98% of total assets.

The fair value of non-quoted investments is determined by recent transactions made at prevailing market conditions or different valuation models depending on the characteristics of the company as well as the nature and risks of the investment. The choice of valuation technique for each non-quoted investment is based on management's judgement at the closing date.

For transaction based valuations, each transaction has to be evaluated by management to determine if the transaction reflects the fair value on the closing date.

Investments valued by valuation models require significant input of non-observable data and management assumptions. Due to the complexity in the valuations there is a risk of material misstatement for these investments.

The selected valuation methods and assumptions used for each significant investment are presented in note 3 to the financial statements.

The development of the Net Asset Value is also the basis for management compensation from the long-term share-based incentive program described in note 18.

How our audit addressed the Key audit matter

Our audit procedures included assessing management's valuation process for non-quoted investments and management's selection of valuation method for each investment. Valuation specialists has been involved in the audit of the major investments.

Annual Report 2020
Auditor's Report

Valuations based on recent transactions were evaluated by obtaining and analyzing supporting documents to assess if the transaction may be used as reasonable assessment of fair value by the closing date, including assessment of transaction parties, size of the transactions and other relevant transaction terms. We have also evaluated management's assessment of events after the transaction date, including both company specific events and macro-economic events, to conclude if these are reflected in the valuations.

Valuations based on models have been evaluated by confirming input data from external sources as well as evaluating management's assumptions in the valuation models and performing sensitivity analyses of these. Our audit also includes recalculations of the valuations and reconciliation of the final valuation to the financial statements, as well as auditing the overall presentation of the valuations in the notes to the financial statements.

Other Information than the annual accounts and consolidated accounts

This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1–16 and 69 as well as the sustainability report on page 64–67. Other information also includes the remuneration report which we expect to receive after the date of this auditor's report. The Board of Directors and the Managing Director are responsible for this other information.

Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so.

The Audit Committee shall, without prejudice to the Board of Directors' responsibilities and tasks in general, among other things oversee the company's financial reporting process.

Auditor's responsibility

Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of the company's internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.
Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company's and the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated accounts. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinions.

We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any significant deficiencies in internal control that we identified.

We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, measures taken to eliminate threats or countermeasures.

From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor's report unless law or regulation precludes disclosure about the matter.

Annual Report 2020
Auditor's Report

Report on other legal and regulatory requirements

Opinions

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of VNV Global AB (publ.) for the year 2020 and the proposed appropriations of the company's profit or loss.

We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.

Basis for Opinions

We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

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

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group's equity, consolidation requirements, liquidity and position in general.

The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company's organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.

Auditor's responsibility

Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:

has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
in any other way has acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.

Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.

As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judgment and maintain professional skepticism throughout the audit. The examination of the administration and the proposed appropriations of the company's profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with starting point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company's situation. We examine and test decisions undertaken, support for decisions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors' proposed appropriations of the company's profit or loss we examined whether the proposal is in accordance with the Companies Act.

PricewaterhouseCoopers AB, 113 97 Stockholm, was appointed auditor of VNV Global AB (publ.) by the general meeting of the shareholders on the 23 June 2020 and has been the company's auditor since 21 June 2005.

VNV Global AB (publ) became a public interest entity on 29 June 2020.

Göteborg 25 February 2021

PricewaterhouseCoopers AB

Martin Oscarsson
Authorized Public Accountant

Annual Report 2020
58

Corporate Governance Report 2020

The Swedish Corporate Governance Code in force during the financial year 2020 (the "Code") came into force on January 1, 2020. The rules of the Code are a supplement to the main provisions of the Swedish Companies Act (2005:551) regarding a company's organization, but also to the relatively extensive self-regulation that exists for corporate governance. The Code is based on the principle of "comply or explain". According to this principle a company may choose whether it wants to follow a clause in the Code, or explain why it has chosen not to.

CORPORATE GOVERNANCE CODE APPLICATION

As from June 29, 2020, VNV Global AB (publ) (the "Company") replaced VNV Global Ltd (formerly Vostok New Ventures Ltd) ("VNVL") as group parent company as a result of a so-called Scheme of Arrangement in Bermuda (the "Redomestication").

Prior to the Redomestication, VNVL's shares were represented by Swedish depository receipts listed on Nasdaq Stockholm. VNVL itself is an exempted company established under the Bermuda Companies Act 1981, but as a company listed on a regulated market in Sweden, endeavored to apply the Code in full to the extent it was compliant with the Bermudian Companies Act, or, where applicable, to explain deviations from it.

As from the Redomestication, the Company, as a Swedish listed company, applies the Code in full.

Neither the Company nor VNVL deviated from the Code during 2020.

The main principles of corporate governance in the Company are described below.

Shareholders' meetings

The Annual General Meeting ("AGM") is the highest decision-making body of the Company, in which all shareholders are entitled to attend in person or by proxy. The AGM of the Company is generally held in Stockholm, Sweden, where the Company's shares are listed and where most of the Company's shareholders are domiciled, in the Swedish language but with simultaneous interpretation into English, once per year, no later than six months after the end of the financial year. In light of the global Covid-19 pandemic, the 2020 AGM allowed for votes to be cast by advance voting, pursuant to the 2020 Swedish Act on temporary exceptions to facilitate conducting general meetings in companies and associations.

The task of the AGM is to report on the financial results and take decisions on corporate matters, including payment of dividends and amendments to the Articles of Association. The AGM also appoints members of the Board of Directors and auditors, and determines the remuneration of the Board of Directors and the auditors. The last Annual General Meeting of VNVL prior to the Redomestication was held on May 12, 2020. Following the Redomestication, all principal resolutions of the VNVL AGM were re-adopted verbatim by an EGM in the Company held on June 23, 2020. In the following, the term "2020 AGM" will be used to refer to the VNVL May 12 AGM or the Company's June 23 EGM, or both, as the context requires.

Major Shareholders

The largest shareholder is Acacia Partners, whose shareholding as at year-end 2020 amounted to 23,496,000 shares, representing a total of 24.7 percent of the outstanding shares of the Company. Other major shareholders include Armor Capital, with a total of 12,503,696 shares, representing 13.2 percent of the outstanding shares of the Company, and Virtus KAR funds, with a total of 12,078,455 shares, representing 12.7 percent of the outstanding shares of the Company. There are no other shareholders holding more than 10 percent of the shares of the Company.

Nomination Committee

Shareholders in the Company have the right to nominate members of the Board of Directors, and auditors, to the AGM.

At the 2020 AGM, it was resolved to establish a Nomination Committee consisting of representatives of the three largest shareholders of the Company, as at the last banking day of August 2020. The Nomination Committee for the 2021 Annual General Meeting consists of the following members: Jake Hennemuth, appointed by Acacia Partners, Boris Zhilin, appointed by Armor Capital and Pia Gidfors, appointed by Swedbank Robur Funds. At the Nomination Committee's first meeting Pia Gidfors was elected Chairman of the Committee. The Nomination Committee's task is to prepare proposals for the following resolutions at the 2021 AGM: (i) election of the chairman of the AGM, (ii) the election of Board members, (iii) the election of the Chairman of the Board, (iv) the remuneration of the directors, (v) election of auditors and remuneration of the Company's auditors, and (vi) proposals on the nomination process for the AGM 2022.

In proposing Board members for election at the AGM, the Nomination Committee is guided by section 4 of the Code, which contains provisions regarding diversity and breadth of qualifications, experience and background, gender equality, and the directors' independence of the company, its executive management and major shareholders.

Appointment and Remuneration of the Board of Directors and the Auditors

The Board shall consist of not less than 3 and not more than 10 directors with no alternate directors. The Board is appointed annually at the AGM for the period until the closing of the next AGM. The term of office of a director may be terminated prematurely at the director's own request to the Board or by the general meeting. In addition, the office of a director may be terminated prematurely by the Board upon the occurrence of any of the following events: (i) if he/she becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health; (ii) if he/she becomes bankrupt or compounds with his creditors; or (iii) if he/she is prohibited by law from being a director. Where a director's term of office is terminated prematurely, then the other directors shall take steps to have a new director appointed by the general meeting, for the remaining term of the office. However, such new appointment may be postponed until the next AGM at which an election of directors shall take place, provided that the remaining directors form a quorum and that the remaining number of directors is not less than the prescribed minimum number of directors.

Auditors are elected by the AGM for a term of one year at a time.

The 2021 Board of Directors

The 2020 AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect Josh Blachman, Per Brilioth, Victoria Grace, Lars O Grönstedt, Ylva Lindquist and Keith Richman, with Lars O Grönstedt as Chairman. All Directors are independent vis-à-vis the Company and its management, with the exception of Per Brilioth, who is Managing Director of the Company. All Directors are independent of the Company's major shareholders.

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Board of Directors

Lars O Grönstedt

Chairman

Swedish citizen, born 1954. Member of the Board since 2010 and Chairman since 2013. Chair of the Compensation Committee and member of the Audit Committee since 2018. Lars O Grönstedt holds a BA in languages and literature from Stockholm University and an MBA from Stockholm School of Economics. Mr. Grönstedt spent most of his professional life at Handelsbanken. He was CEO of the bank 2001–2006 and Chairman 2006–2008. Today he is, among other things, senior advisor to NordStream 2, chairman of Realcap Ventures Fund 1 AB (publ) and VEF Ltd, member of the board in the Fabius group of companies; deputy chairman of the Swedish National Debt Office and speaker of the body of elected representatives at SEB Trygg Liv. Holdings in the Company: 10,020 Common Shares (including 4,100 through closely associated person) and 820 Warrants. Remuneration: USD 207 thousand. No agreement regarding severance pay or pension.

Josh Blachman

Board member

US citizen, born 1974. Member of the Board since 2013 and Chair of the Audit Committee since 2018. Josh Blachman is a Founder and Managing Director of Atlas Peak Capital, an investment firm focused on private technology companies. Prior to co-founding Atlas Peak Capital, Josh Blachman was a Vice President at Saints Capital where he completed a variety of investments in private technology companies. Previously, Josh Blachman worked in the Corporate Development groups at Microsoft and Oracle where he evaluated and executed both acquisitions and investments. Josh Blachman holds Bachelor and Master of Science degrees in Industrial Engineering from Stanford University and an MBA from the Stanford Graduate School of Business. Holdings in the Company: 6,213 Common Shares. Remuneration: USD 101 thousand. No agreement regarding severance pay or pension.

Victoria Grace

Board member

US citizen, born 1975. Member of the Board since 2015. Victoria Grace is Founding Partner of Colle Capital Partners, LP, an opportunistic, early stage technology venture fund. She is also a member of the board of directors of Health Platforms, Inc., Sensydia Corp., Allergy Amulet, Inc., TicketSauce, Inc., Concourse Global, Inc., Hyllion, Inc., Marketmuse, Inc., Maxbone, Inc., EnsoData, Inc., YHPL Limited and Grace Health AB. Previously, Ms Grace has been a partner at Wall Street Technology Partners LP, a mid-stage technology fund, and a Director at Dresdner Kleinwort Wasserstein Private Equity Group. Ms Grace has also worked for a Los Angeles-based venture capital/incubator firm and in investment banking at Salomon Brothers, and has extensive experience in originating, structuring and monitoring venture capital transactions. Ms Grace holds a B.A. in Economics and Biochemistry from Washington University in St. Louis. Holdings in the Company: 8,500 Common Shares (including 2,500 through closely related person). Remuneration: USD 95 thousand. No agreement regarding severance pay or pension.

Ylva Lindquist

Board member

Swedish citizen, born 1961. Member of the Board since 2015. Ylva Lindquist is Vice President Compliance, Epiroc Group. Formerly Vice President and General Counsel, EMEA at Xylem Inc and Partner at Hammarskillid & Co. She has also been junior judge at Stockholm City Court. Ylva Lindquist holds a Master of Law from Stockholm University. Holdings in the Company: 3,800 Common Shares. Remuneration: USD 95 thousand. No agreement regarding severance pay or pension.

Keith Richman

Board member

US citizen, born 1973. Member of the Board since 2013 and member of the Compensation Committee since 2018. Professional and educational background: Until September 2018, Keith Richman was Founder and President of Defy Media, an Internet entertainment community for men. Prior to co-founding Defy Media, Keith Richman was the Co-Founder and Vice-President of OnePage (acquired by Sybase 2002) and Co-Founder and Director of Business Development for Billpoint Inc. (acquired by eBay in 1999). Previous posts include Director of Corporate Planning at the Walt Disney Company, where he focused on consumer products, cable and emerging media. Keith Richman holds Bachelor and Master of Arts degrees in International Policy Studies from Stanford University. Holdings in the Company: 20,790 Common Shares and 854 Warrants. Remuneration: USD 101 thousand. No agreement regarding severance pay or pension.

Per Brilioth

Managing Director and Board member

Swedish citizen, born 1969. Member of the Board and Managing Director since 2007. Between 1994 and 2000, Per Brilioth was head of the Emerging Markets section at Hagströmmer & Qviberg and he has worked close to the Russian stock market for a number of years. Per Brilioth is a graduate of Stockholm University and holds a Master of Finance from London Business School. Other significant board assignments: member of the boards of VEF Ltd, Kontakt East Holding AB, NMS Invest AB and Voi Technology AB. Holdings in the Company: 1,326,480 Common Shares (of which 57,500 are Saving Shares under LTIP 2018, 2019 and 2020 and including 18,000 held by closely associated person), 940,940 Shares of Series C 2019¹ and 235,235 Shares of Series C 2020¹ and 221,080 Warrants (including 3,000 held by closely associated person). Salary and variable remuneration: USD 444 thousand (2019: 15,661). Agreement regarding severance pay and pension: Per Brilioth has the right of twelve months' full salary in the event of termination by the Company. Should he resign on his own initiative, he must give six months' notice. Per Brilioth enjoys a contribution-based pension plan in line with Swedish market practice.

Board meetings

The Board of Directors meets at least three times per year in person, and more frequently when necessary. In addition, meetings are conducted by telephone if considered necessary, and, on occasion, resolutions may be passed by circulation. The Managing Director is in regular contact with the Chairman of the Board of Directors as well as with the other members of the Board of Directors.

Evaluation of the Board of Directors and Managing Director

The Chairman of the Board annually conducts an evaluation of the Board by distributing self-assessment forms and conducting one-on-one interviews with the other Board members with a view to assessing how well the Board functions and whether there are areas that need improvement or competences that are deemed lacking. The Chairman compiles the results of the self-assessment forms and interviews and presents them to the Nomination Committee along with any issues raised by Board members during the year.

The Board evaluates the work of the Managing Director at one of the three regular in person meetings in the form of a discussion in camera (without management present) at which the performance of senior management is also discussed.

Work and Responsibilities

The Board of Directors adopts decisions on overall issues affecting the Group which include preparing and issuing investment recommendations to the Board of the subsidiary. The Board of Directors' primary duties are the organization of the Company and the management of the Company's operations including:

Decisions regarding the focus of the business and adoption of Company policies;
Supply of capital;
Appointment and regular evaluation of the work of the Managing Director and Company management;
Approval of the reporting instructions for the Company management;
Ensuring that the Company's external communications are open, objective and appropriate for target audiences;
Ensuring that there is an effective system for follow-up and control of the Company's operations
LTIP entitlement subject to standard adjustments to reflect the effects of the share split and mandatory redemption program resolved on at a Special General Meeting of VNVL on February 14, 2019 and concluded on March 14, 2019 and the rights issue resolved on at an Extraordinary General Meeting of the Company on June 23, 2020.

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and financial position vis-à-vis the established goals; and

Follow-up and monitoring that the operations are carried out within established limits in compliance with laws, regulations, stock exchange rules, and customary practice on the securities market.
The Board shall on a continuous basis (at least once a year) meet with the Company's auditors to stay informed of the direction and extent of the audit. The Board and the auditors shall also discuss the coordination between internal control and external audit and the auditors' views on potential risks to the Company's quality of reporting.
The Board shall on an annual basis in connection with the end of the financial year, evaluate the performance by the Company's auditors. They shall inform the nomination committee of the result of the valuation, to be considered when they nominate auditors for the Annual General Meeting ("AGM").
The Board shall further assist the nomination committee in the process of nominating auditors and proposing the remuneration for the auditors.

Sub-committees of the Board

The Board has among its members constituted an Audit Committee and a Compensation Committee.

Audit Committee

The main tasks of the Audit Committee follow from Chapter 8, Section 49b of the Swedish Companies Act, which prescribes in pertinent part that, provided the responsibility and tasks of the Board shall not be otherwise affected, the Audit Committee shall

Supervise the Company's financial reporting and issue recommendations and proposals to ensure the veracity of the reporting;
With regard to the financial reporting, supervise the effectiveness of the Company's internal controls and risk management;
Keep informed of the audit of the Annual Report and Group Annual Report and of the conclusions of the quality control of the Swedish Inspectorate of Auditors;
Inform the Board on the results of the audit and on the manner in which the audit contributed to the veracity of the financial reporting and the role played by the Audit Committee;
Review and supervise the impartiality and independence of the Auditor and in particular note whether the Auditor provides other services to the Company besides audit services; and
Contribute to the proposal to the General Meeting regarding election of Auditors.

Compensation Committee

The main task of the Compensation Committee is to review and propose amendments to the Remuneration Principles as well as to propose for the Board's consideration the structure and size of the Company's long term incentive programs and other variable remuneration as well as the annual remuneration of the Managing Director. The Compensation Committee consists of Lars O Grönstedt (Chair) and Keith Richman. The Compensation Committee has held numerous meetings during 2020, where both members were present.

Management

The Managing Director, who is a member of both the Board of Directors as well as of group management, prepares and issues investment recommendations in co-operation with the other members of the Board. For a detailed presentation of the management, see the section "Board of Directors, group management and auditors".

Group Management in 2020

Per Brilioth: Managing Director.

Nadja Borisova: Chief Financial Officer.

Anders F. Börjesson: General Counsel.

Björn von Sivers, Investor Relations and Investment Manager.

Per Brilioth: Managing Director

See also heading "Board of Directors" above.

Nadja Borisova: Chief Financial Officer

Swedish and Russian citizen, born 1968. Employed since 2010. Holdings in the Company: 176,700 Common Shares (of which 19,250 are Saving Shares under LTIP 2018, 2019 and 2020), 325,710 Shares of Series C 2019 and 81,428 Shares of Series C 2020 and 29,460 Warrants.²

Anders F. Börjesson: General Counsel

Swedish citizen, born 1971. Employed since 2008. Holdings in the Company: 137,700 Common Shares (of which 19,250 are Saving Shares under LTIP 2018, 2019 and 2020 and including 2,200 held through closely related persons), 325,710 Shares of Series C 2019 and 81,428 Shares of Series C 2020 and 51,100 Warrants (of which 5,200 held through closely associated persons).²

Björn von Sivers: IR and Investment Manager

Swedish citizen, born 1988. Employed since 2012. Holdings in the Company: 48,480 Common Shares (of which 15,250 are Saving Shares under LTIP 2018, 2019 and 2020), 940,940 Shares of Series C 2019 and 235,235 Shares of Series C 2020 and 8,080 Warrants.³

Other management

In addition to the Group Management, the Group retains the services of local directors in its subsidiaries, of which four in Cyprus and one in Bermuda.

Investor Relations

The Investor Relations function of the Company is handled in-house by Björn von Sivers.

Composition of the Board of Directors, elected on May 12, 2020, including meeting attendance

Name	Elected to the Board	Position	Connection to the Company	Attended Board meetings	Annual Board fee, USD thousand¹
Lars O Grönstedt	2010	Chairman	Independent	100%	207²,³
Josh Blachman	2013	Member	Independent	100%	101²
Per Brilioth	2007	Member	Management	100%	–
Victoria Grace	2015	Member	Independent	100%	95
Ylva Lindquist	2015	Member	Independent	100%	95
Keith Richman	2013	Member	Independent	100%	101³
Number of meetings⁴				11	599

The table shows the remuneration as resolved at the 2020 AGM, representing a 25% increase from the previous year.
Includes remuneration for participation in the Audit Committee.
Includes remuneration for participation in the Compensation Committee.
Includes VNVL pre-Redomestication and the Company post-Redomestication.
LTIP entitlement subject to standard adjustments to reflect the effects of the share split and mandatory redemption program resolved on at a Special General Meeting of VNVL on February 14, 2019 and concluded on March 14, 2019 and the rights issue resolved on at an Extraordinary General Meeting of the Company on June 23, 2020.

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Remuneration of the Board of Directors and group management

Remuneration of the Company's Board of Directors

At the 2020 AGM it was resolved that the remuneration of the Board of Directors be set at a total of USD 599 thousand, with USD 195 thousand to the Chairman and USD 95 thousand to each of the four other Directors who were not employed by the Company and that a total of USD 24 thousand be allocated to work on Board committees, of which 6 thousand to each of two members of the Audit Committee and 6 thousand to each of two members of the Compensation Committee. The Nomination Committee encourages each Director — for so long as the value of his or her shareholding in the Company is less than their annual Board fee — to apply 25 percent of their annual Board fee toward purchasing shares in the Company.

Remuneration of the senior management

New guidelines for the remuneration of senior management (the "Guidelines") were adopted at the 2020 AGM.

The Guidelines stipulate that remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may — irrespective of the Guidelines — resolve on share or share price-related remuneration as well as other forms of remuneration without limitation.

The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 100 per cent of the fixed annual cash salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are only made on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance and one-time highly remarkable achievements and results. Such remuneration may not exceed an amount corresponding to 200 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Compensation Committee.

For the Managing Director and other executives, pension benefits, including health insurance, shall be premium-defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.

Other benefits may include, for example, life insurance, medical insurance (Sw. sjukvårdsförsäkring) and partial compensation for loss of salary in connection with parental leave. Such benefits may amount to not more than 50 per cent of the fixed annual cash salary.

In 2020, the Managing Director received a fixed annual salary of approximately USD 444 thousand (2019: 438). The Managing Director was not awarded any variable remuneration for 2020 (2019: USD 15,223 thousand). The Managing Director has a pension plan based on Swedish market practice, which is accounted for as a defined contribution plan in accordance with IAS 19. The premium is calculated on the basis of the Managing Director's base salary. The Managing Director is entitled to 12 months' full salary in the event of termination by the Company. Should he himself choose to resign the notice period is six months.

The combined fixed annual salary to the other senior executives amounted to a total of approximately USD 528 thousand (2019: 400). The senior management was not awarded any variable remuneration for 2020 (2019: USD 343 thousand). Like the Managing Director, the other senior executives have a pension plan based on Swedish market practice, which is accounted for as a defined contribution plan in accordance with IAS 19. The premium is calculated on the basis of base salary. Other benefits include market-based work injury insurance, life insurance, private health insurance as well as compensation for loss of salary in connection with parental leave. The employment agreements of the other members of the group management have a mutual notice period of three months.

Incentive programs

During 2020, there were a total of four incentive programs outstanding in the Company. The main features and status of these programs during 2020 are set out below. For further details, see Note 18 of the Company's 2020 Annual Report.

LTIP 2017 and LTIP 2018, adopted at the Annual General Meetings held on May 16, 2017 and May 16, 2018, respectively, invite participants to purchase a certain number of shares in the Company, designated as Savings Shares, and to hold them for the duration of the programs, which run for three years. Subject to certain performance criteria determined by the Board of Directors, the participant is then issued up to 10 SDRs, called Performance Shares, for each Savings Share still held at maturity of the respective program. During 2020, a total of 316,050 Performance Shares were issued to participants in LTIP 2017, following adjustment for the distribution of proceeds from the sale of Avito by way of a share split and redemption program in March 2019. LTIP 2018 matures in 2021.
LTIP 2019 and LTIP 2020 were adopted at a Special General Meeting in VNVL held on August 22, 2019 and at the 2020 AGM in VNVL held on May 12, 2020, respectively. Similarly to LTIP 2017 and 2018, participants in LTIP 2019 and LTIP 2020 are invited to purchase a number of shares in the Company, designated savings shares. For each purchased savings share, participants are entitled to subscribe for one share of a new class of redeemable common shares (incentive shares of Series C 2019 and C 2020, respectively) in the Company. Depending on the performance of both the Company's NAV and of the VNV share price over the five-year measurement period (January 1, 2019 through December 31, 2023 and January 1, 2020 through December 31, 2024, respectively), the incentive shares will be either redeemed by the Company for a nominal amount or reclassified as ordinary common shares. To facilitate participation in LTIP 2019 and LTIP 2020 the Company subsidized the subscription price payable by participants for the incentive shares. LTIP 2019 matures in 2024 and LTIP 2020 matures in 2025.

Other matters related to remuneration

In addition to their Board fees as resolved by the 2020 AGM, three Directors, Josh Blachman, Keith Richman and Victoria Grace, have during 2020 received remuneration for consultancy services outside the scope of their duties as Directors in the Company under separate contract. The gross annual cost per contract is USD 102 thousand annually.

There are no agreements on severance payment or pensions for the Board of Directors with the exception for Per Brilioth in his capacity as Managing Director, see "Remuneration of the senior management" above.

Except as otherwise stated there are no reserved or accrued amounts in the Company for pensions or other post-employment or post-assignment for members of the Board of Directors or the senior executives.

Treasury Shares

As at January 1, 2020, VNVL held a total of 7,685,303 repurchased under share repurchase mandates in 2019. Of these, a total of 316,500 were transferred to participants of LTIP 2017 (see above) and 6,604,853 were cancelled. The remaining 749,700 are held in treasury, and may be used to settle future obligations to participants in the Company's outstanding share-based long-term incentive program LTIP 2018 (see below).

Auditors

At the 2020 AGM, the audit firm Pricewaterhouse-Coopers AB, Sweden, was appointed as auditor for the period up to the next AGM.

Martin Oscarsson, born 1983. Authorized Public Accountant, Auditor in charge. Auditor in the Company since 2019. PricewaterhouseCoopers AB, Gothenburg, Sweden.

During 2020, PwC conducted their review of the company's interim report for the third quarter in accordance with ISRE 2410.

In addition to the audit assignment, the Company has consulted with PwC in connection with the rights issue as well as on general tax and accounting issues. The remuneration paid to PwC during 2020 is disclosed in note 6 to the consolidated financial statements.

PwC is obliged to verify its independence before accepting independent advisory assignments from the Company.

Internal control

The Board of Directors is responsible for the Company's organization and administration of the Company's activities, which includes internal control. Internal control in this context regards those measures taken by the Company's Board of Directors, management and other personnel, to ensure that bookkeeping, asset management and the Company's financial condition in general are controlled in a reliable fashion and in compliance with relevant legislation, applicable accounting standards and other requirements for listed companies. This control is exercised by the Board in its entirety. This report on internal control is made in accordance with section 7.4 of the Code, which governs internal control over the financial reporting, and in accordance with guidance provided by FAR, the institute for the accounting profession in Sweden, and by the Confederation of Swedish Enterprise.

Annual Report 2020
Corporate Governance Report 2020
62

VNV is an investment company whose main activity is the management of financial investments. As such, the Company's internal control over financial reporting is focused primarily on ensuring an efficient and reliable process for managing and reporting on purchases, sales and holdings of shares and equity-related instruments. According to the Swedish Corporate Governance Code, the Board shall ensure that the company has an adequate internal control and shall continuously evaluate the Company's internal control system. Since VNV is a relatively small organization, the Board has decided that an internal audit function is not needed, since the internal control can be maintained through the work methods described above. The system of internal control is normally described in terms of five different areas that are a part of the internationally recognized framework introduced in 1992 by The Committee of Sponsoring Organizations in the Treadway Commission (COSO). These areas, described below, are control environment, risk assessment, control activities, information and communication and monitoring.

Management continuously monitors the Company's operations in accordance with the guidelines set out below.

Control environment

The control environment, which forms the basis of internal control over financial reporting, to a large extent exists of the core values which the Board of Directors communicate and themselves act upon. VNV's ambition is that values such as precision, professionalism and integrity should permeate the organization. Another important part of the control environment is to make sure that such matters as the organizational structure, chain of command and authority are well defined and clearly communicated. This is achieved through written instructions and formal routines for division of labor between the Board of Directors on the one hand, and management and other personnel on the other. The Board of Directors establishes the general guidelines for VNV's core business, which comprises purchases, sales and holdings of shares and equity-related instruments. To ensure a reliable and predictable procedure for purchase and sales of securities the Company has established a sequential process for its investment activities. The Board of Directors as a whole is responsible for identifying and reviewing potential investments or divestments. After review, a majority is needed to issue a recommendation for sale or purchase, upon which investment decisions are made by the board of directors of VNV (Cyprus)

Limited, or, in certain cases, of Vostok Co-Investment Coöperatief BA. As for the investment process, as for all other company activities they are governed by internal guidelines and instructions. VNV has a small and flat organizational structure. The limited number of staff members and the close cooperation among them contribute to high transparency within the organization, which complements fixed formal control routines. VNV's Chief Financial Officer is responsible for the control and reporting of the Company's consolidated economic situation to management and Board of Directors.

Risk assessment

The Board of Directors of VNV is responsible for the identification and management of significant risks for errors in the financial reporting. The risk assessment specifically focuses on risks for irregularities, unlawful benefit of external parties at VNV's expense and risks of loss or embezzlement of assets. It is the ambition of VNV to minimize the risk of errors in the financial reporting by continuously identifying the safest and most effective reporting routines. An internal control review is performed by management and assessed by the Board of Directors on a quarterly basis in connection with the review of the Company's quarterly reports. The Company's flat organizational structure and open internal communication facilitate the work to identify potential shortcomings in the financial reporting, and also simplify implementation of new, safer routines. The Board of Directors puts most effort into ensuring the reliability of those processes that are deemed to hold the greatest risk for error or where potential errors would have the most significant negative effect. Among other things this includes establishing clearly stated requirements for the classification and description of income statement and balance sheet items according to generally accepted accounting principles and applicable legislation. Another example is the routine of a sequential procedure for investment recommendations and approvals of the same.

Control activities

To verify compliance with the requirements and routines established in response to the risk assessment made, a number of concrete control activities need to be put in place. The purpose of the control activities is to prevent, detect and rectify any weaknesses and deviations in the financial reporting. For VNV's part such control activities include the establishment of verifiable written decisions at every instance in the investment procedure. In addition, after every completed transaction, purchase

or sale, the whole process is examined to verify the validity of the transaction, from recommendation to approval, execution and entry of the transaction into the Company's books. Bank and share ledger reconciliations are also performed and compared to reported financial statement items. Control activities also include permanent routines for the presentation and reporting of company accounts, for example monthly reconciliations of VNV's assets and liabilities as well as quarterly reconciliation of portfolio changes. Special focus is also put on making sure that the requirements and routines for the accounting procedure, including consolidation of accounts and creation of interim and full year reports comply with pertinent legislation as well as generally accepted accounting principles and other requirements for publicly listed companies. Controls have also been carried out to ensure that the IT-/computer systems involved in the reporting process have a sufficiently high dependability.

Regulatory Compliance

VNV acknowledges the importance of complying with international best practice in relation to such fields as anti-bribery, anti-money laundering and international sanctions. These issues become all the more relevant with the Company's expanding geographic footprint, which includes jurisdictions which are subject to international sanctions and with a perceived heightened risk for corruption. To ensure full compliance by the Company and its portfolio companies with international norms, the Company has commissioned a tailored Compliance Tool Box, which includes checklists for use before and after investing, due diligence questionnaires and model contract clauses, all with the aim of ensuring that compliance permeates all aspects of the investment process. With the Compliance Tool Box now in its third year of operation, management continues to implement and adjust its content to make sure that the right balance between stringent control and expediency are maintained.

Information and communication

VNV has tried to ensure an efficient and accurate provision of information internally and externally. For this purpose the Company has established fixed routines and invested in reliable technical applications to guarantee a fast and reliable way of sharing information throughout the organization. Internal policies and general guidelines for financial reporting are communicated between the Board of Directors, management and other personnel through regular meetings and e-mails.

VNV's flat organizational structure and limited number of staff members further contributes to the efficient sharing of accurate information internally. To ensure the quality of the external reporting, which is an extension of the internal reporting, there is a written communication policy which sets out what information shall be communicated and how it shall be communicated.

Monitoring

The Board of Directors receives monthly NAV reports and detailed quarterly reports on VNV's financial position and changes in its holdings. The Company's financial situation and strategy are discussed at every Board meeting, as well as any problems in the business and financial reporting since the last Board meeting. Potential reported shortcomings are followed up via management. The Company prepares interim reports four times annually which are reviewed by the Board. A review of the Company's accounts is also performed by the Auditors at least once a year in addition to the comprehensive audit in connection with the Annual Report.

VNV is in full compliance with the NOREX member rules for issuers, which are rules and regulations for members and trading in the SAXESS system for each exchange in the NOREX-alliance, i.e. Nasdaq Nordic Exchanges in Copenhagen, Helsinki, Iceland and Stockholm, and Oslo Börs. There has not been any infringement to fair practices on the Swedish stock market.

Lars O Grönstedt

Chairman

Josh Blachman
Board member

Victoria Grace
Board member

Ylva Lindquist
Board member

Keith Richman
Board member

Per Brilioth
Managing Director and Board member

Annual Report 2020
Corporate Governance Report 2020
63

Auditor's Report on the Corporate Governance Statement

To the general meeting of the shareholders in VNV Global AB (publ.), corporate identity number 556677-7917

Engagement and responsibility

It is the board of directors who is responsible for the corporate governance statement for the year 2020 on pages 58–62 and that it has been prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination has been conducted in accordance with FAR's auditing standard RevR 16 The auditor's examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

Opinions

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2–6 the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the annual accounts and the consolidated accounts and are in accordance with the Annual Accounts Act.

Göteborg 25 February 2021

PricewaterhouseCoopers AB

Martin Oscarsson
Authorized Public Accountant

Annual Report 2020
64

Sustainability Report 2020

VNV Global AB (publ) (“VNV Global” or the “Company”) is a global investor that invests primarily in unlisted companies with considerable potential for value appreciation, with a focus on companies with network effects.

Our investments are global and conduct their business on all continents. Our investment focus is currently split between three main areas:

Online marketplaces	Mobility solutions	Digital health solutions
We invest in digital marketplaces which matches the supply and demand side of things, houses, businesses and people such as Property Finder, Hemnet and Bookay.	We invest in mobility solutions and leaders in the global sharing economy such as BlaBlaCar, Voi and SWVL.	We invest in digital health solutions that offers accessible and affordable health services such as Babylon and Vezeeta.

Sustainability governance

VNV Global is committed to being a responsible member of the communities in which we operate. We believe that respect for human rights, labor rights and the environment is central to good corporate citizenship and that environmental, social, and governance factors should be taken into consideration in every aspect of our business. Our sustainability strategy is mainly based on the UN 2030 Agenda as well as international standards such as the OECD's guidelines for multinational Enterprises, ILD's core conventions and The International Bill of Human Rights. The Board of Directors has the overarching responsibility for the sustainability strategy and work at VNV Global. VNV Global's management is responsible for developing, implementing and maintaining an adequate sustainability program, including a system of internal controls to ensure the detection and prevention of corruption or misconduct.

Code of Conduct and Sustainability Framework

Our guiding document for sustainability is our Code of Conduct and Sustainability Framework. They are based on the UN 2030 Agenda, the International Bill of Human Rights and International Labour Organization's Declaration on Fundamental Principles and Rights at Work. The Sustainability Framework is based on the UN 2030 Agenda and focused on economic, social and environmental issues most relevant to VNV Global and our investment activities. The Code of Conduct sets out the standards that all VNV Global's employees, management and directors as well as any other person representing or acting on behalf of VNV Global are required to follow. It also outlines our approach towards integrating sustainability into our investment process and our portfolio companies. The Code has the purpose of ensuring the protection of human rights, promotion of fair employment conditions, safe working conditions, responsible management of environmental issues, and high ethical standards. Additionally, the Code outlines our expectations on our portfolio companies to act in support of the UN 2030 Agenda and operate in line with our values and in observance of international human rights laws and conventions as well as standards for sound environmental, social and governance performance.

As part of the on-boarding process at VNV Global, new employees are introduced to the Code and its content. The policy is reviewed on a bi-annually basis by the Board of Directors and any amendments are communicated to all employees through a follow-up meeting.

Business ethics

VNV Global has zero tolerance towards all forms of corruption and financial irregularity, as stipulated in our Code of Conduct and Anti-corruption Policy. Our Anti-corruption Policy applies to all our employees, suppliers and any business partner acting on behalf of VNV Global.

Some of our portfolio companies operate in growth markets with a heightened risk of corruption. It is therefore important that we always use our best efforts to adopt appropriate routines to ensure no corrupt practices occur. Additionally, all our portfolio companies must observe high standards of ethical and business conduct in their operations and commit to combatting all forms of corruption.

Since corruption includes a wide range of issues it is challenging to understand what constitutes a corrupt practice. Therefore, we have included definitions of corrupt practices in our Anti-corruption Policy, e.g. facilitation payments and bribery offences as well as an explanation of relevant sections of Swedish Anti-bribery legislation. New employees are introduced to our Anti-corruption Policy through our on-boarding process. Any employee who knows or has a reason to believe that misconduct has occurred is responsible for immediately notifying his/her immediate manager, the General Counsel, VNV Global's CFO or the Chairman of the Board of Directors.

Sustainability risks

Sustainability factors can pose significant risks for our investments if not identified, assessed and managed properly. The regulatory landscape within sustainable finance is increasing which poses significant risks of non-compliance if we do not have a proactive approach. Since VNV Global invests in growth markets with a heightened risk of corruption, governance factors need to be assessed for potential investments, but also monitored in our current portfolio. We invest in digital services and solutions and several of our investments handle sensitive personal data. This may expose us and our investments to a risk of loss of personal information, liability and litigation if not managed properly.

Environmental factors and climate change may also have negative financial impacts on our investments due to failure of climate change mitigation and adaptation as well as risks associated with failure to consider and manage the transition towards a low-carbon economy. Additionally, social factors may pose a risk to our investments, e.g., non-compliance with international standards and legislation on human rights and labor rights.

VNV Global sees the maintenance of a good relationship with its key stakeholders as an integral part of its sustainability work. In order to continuously improve the company's operations it is important to keep an open dialogue with all parties. VNV Global identifies four principal stakeholders, namely; its Shareholders, Employees, Portfolio Companies, and Society.

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Key stakeholder groups

Key Stakeholder Groups	Focus	Engagement	Current status
Shareholders	create long-term and sustainable shareholder value	Regular financial reporting, Capital Market Days, press releases, corporate website	Continuous and transparent communication
Employees	A healthy work life balance, competitive compensation structures and diverse workforce	Yearly performance reviews, monthly team meetings	Annual review of corporate policies with all employees
Portfolio Companies	Sustainable and long-term growth, financial and strategic support through VNV Global's wide network	Continuous dialogue through Board representation and regular investor dialogue	Ongoing support in various areas. Encouraging high sustainability standards
Society	Being a responsible member of the communities in which we operate	Corporate website, Annual Report, Sustainability Report, dialogue with relevant government bodies	Continuous and transparent communication

List of Material Topics

VNV Global identifies the Material Topics as the societal topics with most significance for us and our stakeholders, in terms of our economic, environmental, and social impacts. The Material Topics stipulate what VNV

Global believes to be the most important areas – both within its own and its portfolio companies' operations, from the standpoint of UN's Sustainable Development Goals VNV Global seeks to promote the material topics of; Economy, Society, and Environment.

Targets for VNV Global

Economy	Society	Environment
Target 8.1: Sustainable economic growth	Target 5.5: Ensure full participation in leadership and decision-making	Target 12.6: Encourage companies to adopt sustainable practices and sustainability reporting
Target 16.6: Develop effective, accountable and transparent institutions	Target 8.8: Protect labour rights and promote safe working environments	Target 12.2: Integrate climate change measures into policy and planning

Targets for portfolio companies

Economy	Society	Environment
Target 8.1: Sustainable economic growth	Target 3.8: Achieve universal health coverage	Target 12.5: Substantially reduce waste generation
Target 8.2: Diversify, innovate and upgrade for economic productivity SW1	Target 3.7: Universal access to sexual and reproductive care, family planning and education	Target 11.2: Affordable and sustainable transport systems
Target 8.4: Improve resource efficiency in consumption and production

Our investment process

VNV Global recognizes that observance of good environment, social and governance practice is essential if companies are to be successful. Throughout the investment process we have an ongoing dialogue with our investments, and we have implemented a two-step process for integrating sustainability considerations into our investment activities.

Pre-investment: Sustainability analysis

This involves an analysis of exposure to sustainability risks and how well these risks are identified and managed. We shall always conduct due diligence in relation to corruption, e.g., bribery, fraud and money laundering, and consider risks related to privacy and personal data prior to investing in a company, as well as on an on-going basis during the investment.

Post-investment: Active shareholder governance

We strive to ensure that the executive management of companies in which we hold an interest identify and manage sustainability risks and opportunities in a way that promotes a sustained profitability and risk management in order to protect shareholder value and enhance long-term returns. Where we hold a Board of Directors' position, we continuously follow up and monitor sustainability risks in business reviews with management of portfolio companies. The management of VNV Global also strives to act proactively to ensure that portfolio companies adopt and implement appropriate policies, systems of internal monitoring and control and other routines for ensuring the compliance with our expectations and values, as stipulated in our Code of Conduct. We request that our portfolio companies follow internationally recognized human rights and labor rights as well as standards for sound environmental, social and governance. The Board of Directors of the portfolio company is responsible for annually reporting back on compliance issues.

Our operations

Our team

Our office is located in Stockholm. At VNV Global we are a small team of eight persons who bring together different mindsets, competences and qualities. Our workforce is composed of 57% women and 43% men.

No new employees were hired in 2020.

Employees

By contract and type of employment	Male	Female
Permanent contract	3	4
Temporary contract	1	0
Full-time	4	3
Part-time	0	1

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Sustainability Report 2020
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Composition of governance bodies and employees

By gender and age	Male	Female	<30	30–50	>50
Board of Directors	66%	33%	0%	66%	33%
Management team	75%	25%	0%	50%	50%
Employees	50%	50%	0%	75%	25%

A healthy work-life balance is a crucial part of employee well-being and of the success of our business. We offer flexible workdays (location and hours) for all our employees and full coverage on health insurance with a possibility to consult a psychologist if needed. We encourage our employees to be active and healthy. We also have a health and safety representative with the responsibility to monitor the work environment in terms of both well-being and physical risks. All employees are subject to regular performance reviews.

Climate impact from our operations

Since we are a small investment firm, the climate impact from our own operations is relatively small. We strive to minimize our negative impact from our office and business travels. By being a global investor, our business travels stand for the majority of our climate impact and the greenhouse gas emissions generated by our operations.

VNV Global has a climate target of net zero GHG emissions from the Company's own operation from 2020 and onward.

Starting with the calendar year 2020, VNV Global fully offsets its own GHG emissions on an annual basis. For our 2020 emissions, we fully compensate through supporting the Gold Standard verified CO2OL TROPICAL MIX project which is focused on reforestation in Panama.

Greenhouse gas emissions from our operations

By sources (tonnes of CO2e)	2020	2019
Company own cars (Scope 1)	0	0
Electricity for our office (Scope 2)	0	0.14
Business travel (Scope 3)	8.6	53.8

Scope 1 consists of emissions from company own cars. Scope 2 is generated from purchase of electricity. VNV Global purchases 100% renewable energy and any emissions are offset directly by the supplier. Scope 3 consists of indirect emissions from business travels by flight and is provided by supplier.

Commitments going forward

We are continuously working on preparing our organization for future challenges and requirements and to seize business opportunities. Therefore, we have committed to further improving our sustainability work in the years to come. We will continue to identify and understand our sustainability scope by performing a materiality analysis, setting our sustainability strategy and further defining our sustainability structure and governance. Furthermore, we will continue to define and integrate sustainability in our investment process to enable identification and management of sustainability risks and opportunities related to our future and current investments. We will also continue to report on our sustainability performance on an annual basis.

GRI Index

VNV Global's Sustainability Report is prepared according to the GRI Standards: Core option. The Report covers the full calendar year 2020 and is the Company's first Sustainability Report prepared according to the GRI Standards. Going forward, VNV Global intends to continue its GRI-based reporting on sustainability on an annual basis.

The Sustainability Report has been subject to a limited assurance review by the Company's auditors, see statement on page 68.

Management Approach Disclosures

VNV Global evaluates and assesses the Company's efforts relating to the different material topics continuously in order to identify and manage both risks and opportunities.

Economy – Sustainable economic growth and good governance practices

VNV Global acknowledges that sustainable business practices are key to successful long-term value creation. Consequently, we have incorporated sound governance and compliance structures in our guiding document, which is our Code of Conduct. The Code which encompasses all VNV Global representatives, is continuously revisited, in order to uphold our sound governance structure.

Society – Social responsibility

VNV Global believes that our people is our single most important asset. We help and encourage our employees to develop their personal and professional skills by allowing them to take an active part in the value creation for the Company as well as our portfolio companies. Furthermore, we are committed to promoting a healthy work-life balance, offering flexible work hours and remote working possibilities.

Environment – Reduced climate impact

The environmental impact caused by businesses, is becoming an increasingly important metric in evaluating a company's commitment to sustainability. VNV Global, conduct a yearly evaluation of direct and indirect greenhouse gas emissions, produced by our operations within scope 1, scope 2 and scope 3. Additionally, as of year-end 2020 VNV Global also conduct a sustainability survey of its largest portfolio companies, where environmental impact is included as one of the core topics.

Annual Report 2020
Sustainability Report 2020

GRI Disclosures included in this Report

GRI Disclosures included in this Report	Reported (Y/N)	Comment	Page
102-1 Name of the organization	Y		17, 64
102-2 Activities, brands, products, and services	Y		17, 64
102-3 Location of headquarters	Y		17
102-4 Location of operations	Y		17
102-5 Ownership and legal form	Y		15, 17
102-6 Markets served	Y		64
102-7 Scale of the organization	Y		6, 18, 65-66
102-8 Information on employees and other workers	Y		65-66
102-9 Supply chain	Y	The majority of VNV Global's suppliers are service providers relating to the Company's investment operations and office operations
102-10 Significant changes to the organization and its supply chain	Y	See details on the Redomestication. No significant changes to the supply chain	17, 19
102-11 Precautionary Principle or approach	Y	See VNV Global Code of Conduct at vnv.global
102-12 External initiatives	Y	GRI Standard, core option
102-13 Membership of associations	Y	Swedish Chamber of Commerce for Russia & CIS, Östkontoret
102-14 Statement from senior decision-maker	Y		4
102-16 Values, principles, standards, and norms of behaviour	Y		64-65
102-18 Governance structure	Y		58-62
102-40 List of stakeholder groups	Y		65
102-41 Collective bargaining agreements	Y	At year-end 2020, no employees were party to such agreement. Freedom of assembly and association is stated in VNV Global's Code of Conduct
102-42 Identifying and selecting stakeholders	Y		65
102-43 Approach to stakeholder engagement	Y		65
102-44 Key topics and concerns raised	Y		65
102-45 Entities included in the consolidated financial statements	Y		17
102-46 Defining report content and topic Boundaries	Y		65
102-47 List of material topics	Y		65
102-48 Restatements of information	Y	No restatements have been made
102-49 Changes in reporting	Y	No changes – first report according to GRI standards
102-50 Reporting period	Y		17
102-51 Date of most recent report	Y	This report is the inaugural Sustainability report acc. to GRI. 2019 Annual Report included a Sustainability Statement
102-52 Reporting cycle	Y		66
102-53 Contact point for questions regarding the report	Y	Björn von Sivers, [email protected]
102-54 Claims of reporting in accordance with the GRI Standards	Y	This report has been prepared in accordance with the GRI Standards: Core option	66
102-55 GRI content index	Y		67
102-56 External assurance	Y
GRI Disclosures included in this Report	Reported (Y/N)	Comment	Page
---	---	---	---
Economy
103-1 Explanation of the material topic and its Boundary	Y		65-66
103-2 The management approach and its components	Y		65
103-3 Evaluation of the management approach	Y		66
201-1 Direct economic value generated and distributed	Y		18
205-1 Operations assessed for risks related to corruption	Y		64
205-2 Communication and training about anti-corruption policies and procedures	Y	Code of Conduct; Anti-corruption policy, communicated annually to employees
Society
---	---	---	---
103-1	Explanation of the material topic and its Boundary	Y	65-66
103-2	The management approach and its components	Y	65
103-3	Evaluation of the management approach	Y	66
401-1	New employee hires and employee turnover	Y	65-66
404-3	Percentage of employees receiving regular performance and career development reviews	Y	66
405-1	Diversity of governance bodies and employees	Y	65-66
412-3	Significant investment agreements and contracts that include human rights clauses or that underwent human rights screening	Y	See VNV Global Code of Conduct at www.vnv.global
419-1	Non-compliance with laws and regulations in the social and economic area	Y	No fines or sanctions
FS10	Percentage and number of companies held in the institution's portfolio with which the reporting organization has interacted on environmental or social issues	Y	The four largest holdings (75% of NAV) have participated in VNV Global's Annual sustainability survey
Environment
---	---	---	---
103-1	Explanation of the material topic and its Boundary	Y	65-66
103-2	The management approach and its components	Y	65
103-3	Evaluation of the management approach	Y	66
305-1	Direct (Scope 1) GHG emissions	Y	66
305-2	Energy indirect (Scope 2) GHG emissions	Y	66
305-3	Other indirect (Scope 3) GHG emissions	Y	66

Annual Report 2020
Sustainability Report 2020

Auditor's Report on the Sustainability Report

To the general meeting of the shareholders in VNV Global AB (publ), corporate identity number 556677-7917

Engagement and responsibility

It is the board of directors who is responsible for the statutory sustainability report for the year 2020 on pages 64–67 and that it has been prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination has been conducted in accordance with FAR's auditing standard RevR 12 The auditor's opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is substantially different and less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.

Opinion

A sustainability report has been prepared.

Göteborg 25 February 2021

PricewaterhouseCoopers AB

Martin Oscarsson
Authorised Public Accountant

Annual Report 2020
69

Glossary

Glossary of terms and acronyms used in the annual report

AGM	Annual General Meeting
CAGR	Compound annual growth rate
CEE	Central and Eastern Europe
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortization
EV	Enterprise Value, i.e. stock exchange value + net liability
GMV	Gross Merchandise Value
KPI	Key Performance Indicator
LTIP	Long-Term Incentive Program
NAV	Net Asset Value
OECD	The Organisation for Economic Co-operation and Development
UAE	United Arab Emirates
VNV Global or	VNV Global AB (publ)
the Company
Y-o-Y	Year-on-Year

Definitions

Investment portfolio

Investment portfolio is defined as investment portfolio including liquidity management but excluding cash and cash equivalents.

Total investment portfolio

Total investment portfolio is defined as investment portfolio including cash and cash equivalents.

VNV Global AB (publ)
Mäster Samuelsgatan 1, 1st floor
SE-111 44 Stockholm
Sweden

Phone +46 8 545 015 50
Fax +46 8 545 015 54

AI assistant

VNV Global — Annual Report 2020

3125_10-k_2021-02-25_dbcdbd43-a0a7-468e-9c5d-645284e6669f.pdf

Content

Managing Director's introduction

Goodbye 2020.

Hello 2021

Statement by the Chairman of the Board – VNV and ESG

Investment portfolio

Babylon

2020 highlights

BlaBlaCar

2020 highlights

Voi

2020 highlights

Gett

2020 highlights

Property Finder

Group KPI development 2020

Hemnet

Key performance indicators 2020

Booksy

SWVL

Dostavista

OneTwoTrip

2020 highlights

Other investments

Other equity investments

Other convertible notes

Liquidity management

The VNV Global share

Share classes

Common shares

Incentive shares of Series C 2019 and C 2020/ redeemable re-classifiable common shares

Largest shareholders

The market

Codes assigned to the VNV Global share

Events during the year

Share turnover

Dividends

List of contents of Financials

Administration report

Group Financial Statements

Notes for the Group

Parent Company Financial Statements

Notes for the Parent

Administration report

Introduction

Business concept

Strategy

Group structure

Major events of the year

Redomestication

Rights issue during 2020

Financial position

Group Result

Portfolio performance and investments

Liquid assets

Shareholders' equity and number of shares

Long-term debts

Cash flow

Personnel

Covid-19 impact on the investment portfolio

Financial summary

Parent Company

The Parent Company's administration report and its financial statements

Result

Redomestication

Liquid assets

Share capital and number of shares

Long-term debts

Cash flow

Personnel

Risks and risk management

Board of Directors

Future development

Guidelines for remuneration for senior executives

Corporate Governance Report

Sustainability report

Events after the reporting period

VNV Global Annual Report 2020