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2022 Annual Report 1

Annual Report

2022

2022 Annual Report 2

Meltwater empowers

companies with a suite of

solutions that spans media,

social, consumer and sales

intelligence. By analyzing

~1 billion pieces of content each

day and transforming them into

vital insights, Meltwater unlocks

the competitive edge needed

to drive results.

2022 Annual Report 2

2022 Annual Report 3

Table of Contents

4

Letter from Founder & Chairman

6 Meltwater at a Glance

7 Key Figures

8 2022 Highlights

10 Letter from the CEO

12 Our Solutions

18 Customer Testimonials

21 People and Culture

24 Corporate Responsibility

28 MEST

30 Director’s Report

51 Governance Report

68 Remuneration Report

77 Financial Statements

185 Independent Auditor’s Report

198 Income Statement Using Alternative Performance Measures (APMs)

201 Denitions: Alternative Performance Measures

204 Appendices

DISCLAIMER: This PDF version is not the ocial annual report. It has been prepared for ease of use and does not contain the ESEF

information as specied in the Regulatory Technical Standards on ESEF (Delegated Regulating (EU) 2019/815). The ocial ESEF

reporting package is available via www.meltwater.com/en/about/investor-relations/events-reports#additional-annual-reports.

In case of any discrepancies between this PDF version and the ESEF package, the latter prevails.

2022 Annual Report 4

Letter from Founder & Chairman

Today, Meltwater is a global leader in media, social and consumer

intelligence, analyzing ~1 billion pieces of content each day and

transforming them into vital insights for our customers, using

patented AI technology.

Our people and culture are very much key to our success,

and I want to thank our team for their dedication and hard

work. Throughout the year, we were recognized with multiple

awards around both for our products and technology and our

company culture.

Meltwater’s specialized suite of solutions stands out in the

industry as a complete suite for multiple use cases across public

relations, communications, marketing, strategy, sales and more.

Our products span channels, strategies and teams, providing a

central source of insights that are vital to strategy alignment and

condent decision-making.

We help today’s leading brands to make sense of all the

information available online, with critical use cases from brand

management – helping our customers to track, analyze and

surface strategic insights about their brand reputation, share of

voice, and sentiment across news and social — to competitive

intelligence – enabling our customers to gain competitive

advantage over competitors by staying up to date on all their

activity – and many more, including risk and crisis management,

consumer intelligence and social media management.

Robust Strategic Review

In 2022, we navigated through a tough macroeconomic climate,

focusing on strategic priorities supporting revenue growth, while

executing on margin expansion initiatives. As we executed our

plan, in response to an initial expression of interest, the Board

formed a special committee consisting of non-executive and non-

conicted Board members. The committee completed a thorough

and robust review of options with the aim of maximizing value

for our investors. This review lasted several months and included

discussions with various strategic and nancial parties. Following

the review, the special committee unanimously concluded that this

transaction is in the best interests of all shareholders.

Meltwater is a

global leader

in media, social

and consumer

intelligence,

analyzing ~1 billion

pieces of content

each day and

transforming them

into vital insights

for our customers,

using patented

AI technology.

2022 Annual Report 5

I am thankful to our Board, our shareholders, our customers

and our partners. We look forward to partnering with the Marlin

and Altor teams in our shared mission to be the global leader in

media, social and consumer intelligence.

Partnering with Marlin and Altor will help Meltwater to embark

on the next phase of its growth as a private company. This is the

right decision for our investors and all our stakeholders in the

current market environment. With the help of Marlin and Altor,

Meltwater will have access to additional resources to strengthen

its global leadership position in an attractive and fast-growing

market, and we look forward to working with new ownership

to position us for continued success.

JØRN LYSEGGEN

EXECUTIVE CHAIR

2022 Annual Report 6

Innovation +

Technology

Innovation is at the core

of everything we do.

We explore the limits of

technology and challenge

ourselves to stay ahead of

the tech trends that shape

our industry. We will

continue to invest in our

products and technology

to create even more value

for our customers.

Meltwater at a Glance

Meltwater is the global leader in social & media intelligence.

Since 2001, we have been providing solutions that help our customers make more informed

business decisions.

Today, Meltwater transforms billions of data points into the insights that matter for the world’s leading

businesses. Our specialized suite of solutions spans media, social, consumer and sales intelligence giving

our customers the competitive edge they need to drive results.

Our vision is to harness the world’s data in real time to unlock our customers’ competitive edge.

~27,000

Corporate Customers

in 130+ countries

~2,300

Employees

~50

Oces across

6 continents

$478m

ARR as of 2022

~100%

Recurring revenue

Customer-

centricity

We are customer-obsessed

and aim to have a true

impact on our customer’s

businesses. More than

27,000 companies use

Meltwater to get the full

picture of their brand,

competitors and industry,

and we create, adapt and

innovate our solutions with

our customers’ biggest

challenges in mind.

People +

Culture

Our people, values

and award-winning

culture have fueled our

success for more than

20 years. We have a

fundamental belief in

people and the potential

that they possess and

aspire to provide all of

our employees with the

opportunities they need

to succeed.

Growth

Meltwater has

experienced strong growth

for two decades. We are

a market leader with an

integrated SaaS oering,

founded on protable

growth both organically

and through strategic

M&A. We plan to grow

20% organically with 20%

EBITDA margins long term.

HQ

2022 Annual Report 7

Key Figures

ARR based on constant currency rate as of December 2021

TTM = Trailing twelve months

TOTAL ANNUAL RECURRING REVENUE (ARR)

2021

: $442m

20% YoY growth

8% YoY growth

$478m

GROSS MARGIN

2021

: 75.1%

75.4%

ADJUSTED EBITDA

2021

: $39m

$36m

CASH FLOW FROM OPERATIONS

2021

: $7m

$34m

ADJUSTED EBITDA MARGIN

2021

: 10%

8%

REVENUE

2021

: $402m

12% YoY growth

9% YoY growth

$439m

8

2022 Highlights

Meltwater announces the launch of new

Scientic Advisory Board, with leaders in AI

and machine learning.

CEO John Box named to PRWeek’s Dashboard

25 for leadership in the Comms Tech space.

FEB 2 0 2 2

8

JAN 2022

Meltwater and Twitter release report revealing what

sports enthusiasts are talking about on Twitter.

PRODUCT New tech integrations for

Meltwater’s Inuencer Marketing

solution for faster communication

with inuencers and streamlined

measurement for campaign success.

MAR 2 0 2 2

Meltwater featured in CBS Documentary series

“Global Thought Leaders” as a pioneer in social

and media intelligence.

PRODUCT Launch of Paid, Earned, Owned

Dashboard to unify omnichannel

performance metrics into one

easy-to-view report for customers

to track success.

JUL 2 0 2 2

Meltwater appoints Scott Gibbs as Senior Vice

President Global Enterprise.

Meltwater and Twitter release report revealing

how fashion is discussed on Twitter.

MAY 2022

PRODUCT New Meltwater homepage enabling

greater ease-of-use with guides and

resources for customers to get the

help they need faster.

APR 2 0 2 2

Meltwater partners with AARMY to create industry-

leading employee tness program.

PRODUCT Additional Social functionality,

streamlining workows for Social

teams with seamless posting of

Instagram Carousel Posts and more

tools for YouTube moderation.

AUG 2022

Meltwater launches new customer community,

Meltwater Community, an online, self-service

community for customers to share knowledge.

JUN 2 0 2 2

Meltwater recognized as a Euronext Tech Leader, a list of

100+ high growth and leading European tech companies.

PRODUCT Enhanced AI-powered searches with

automatic AI-powered language

detection expanded to 240 languages,

dialects, and variations, and the ability

to search by topic to get insights quicker.

2022 Annual Report

2022 Annual Report 9

Advanced Micro Devices

(AMD)

Best Buy

Brenntag AG

Cintas

DoorDash

DXC Technology

Hasbro

Hitachi Rail

Johnson & Johnson

Kao

Kayak

KPMG

Restaurant Brands

International

Shell Oil

Tommy Hilger

Twilio

United Airlines

United Service Organizations

University of North Florida

US Space Command

Vitamin Well

Meltwater announces review of strategic alternatives.

Meltwater and NewsGuard announce partnership

to help organizations understand and combat the

spread of misinformation.

Meltwater announces industry-leading, AI-powered

visual listening and company search for faster

and more precise insights.

SEPT 2 0 2 2

Meltwater and Twitter release a new report about

the changing online foodie community.

NOV 2022

Launch of #ExpertswithInsights program in the

Meltwater Customer Community for Customer

Experts to share their knowledge and expertise

with the mCommunity.

OCT 2022

Meltwater appoints new Chief People Ocer,

Kristie Rodenbush.

PRODUCT Launch of DiscoveryBETA,

Linkuence’s AI-based Insight

Assistant to automatically detect,

explain and surface important insights.

DEC 2022

9

SELECTED

AWARDS

SELECTED

NEW

PREMIUM

CUSTOMERS

IN 2022

2022 Annual Report 10

Letter from the CEO

Meltwater delivered Total Annual Recurring Revenue (ARR) growth

of 8% YoY in FY2022. Revenue was $439 million, or 9% YoY growth

in FY2022 and adjusted EBITDA of $36 million or 8% of revenue.

2022 was a year of political and economic uncertainty in the

world, which impacted the demand in the market, particularly

across Europe. Whilst changes in market demand impacted the

company’s ARR growth in the year, I am pleased with how we were

able to adjust and manage costs in the second half of 2022, as we

initiated cost initiatives to improve the annual margins.

News, online conversations and public opinion change minute

by minute, with the amount of data available online increasingly

rapidly each year. By 2025, IDC estimates there will be 175

zettabytes of data globally, with 80% of that data being

unstructured.

1

At the same time, 87% of global organizations

believe that AI technologies will give them a competitive edge.

2

This speaks to the relevance to the suite of solutions that Meltwater

provides — more than ever, companies need AI powered insights

to make sense of all the information available on the internet

and make more informed business decisions.

Meltwater’s vision is to harness the world’s data in real time

to unlock our customers’ competitive edge.

To support this, we’re investing in our products to stay ahead of

the advances in technology that our customers can use to solve

their biggest challenges. Through strategic tech investments we

ensure more value creation for customers, adding functionality

and integrations that streamline customer workows and

save them time, which in turn strengthens our attractivity

and retention rates.

In 2022, we doubled-down on our commitment to customer-

centricity. We launched the Meltwater Customer Community,

mCommunity, in Q3 2022 in order to partner more closely with

customers and create more value for them every day. At the end

of 2022, more than 1800 customers had joined mCommunity,

and that number has grown each month since.

1. IDC, 2018 2. MIT Sloan/BCG 2020

I am proud of

Meltwater’s

proven track

record of

protable

growth despite

a challenging

macroeconomic

environment.

2022 Annual Report 11

On 18 January 2023, Meltwater announced that the Board of

Directors unanimously recommended an intended voluntary oer

from MW Investment B.V. to acquire all shares of Meltwater at

a price of NOK 18.00 per share, following a thorough strategic

review process which was announced in September 2022. Our

goal throughout this strategic review process was to maximize

value for our shareholders and reach an outcome that supports

the Company’s long-term goals of growing protably. We believe

this transaction will bring new opportunities to the Company,

once the deal is nalized.

I am proud of Meltwater’s proven track record of protable growth

despite a challenging macroeconomic environment. Our growth

was underpinned by Meltwater’s subscription-based, recurring

revenue contracts and committed customer base, coupled with

a commitment to cost optimization. We look forward to the next

chapter with Marlin and Altor, and continuing to make progress

on our long-term growth goals.

JOHN BOX / CEO

2022 Annual Report 12

Our Solutions

Focus on

Innovations &

Enhancements

03

Expansion via

Acquisition &

Integration

02

Integrated

Oerings for PR,

Comms, Marketing

& Beyond

01

Key Areas

of Focus

Meltwater transforms billions of data points into the insights that

matter for the world’s leading companies. Our specialized suite of

solutions spans media, social, consumer and sales intelligence,

giving our customers the competitive edge they need to drive results.

With more information at the ngertips of consumers than ever

before, the world is drowning in data. Meltwater cuts through the

noise, transforming ~1 billion pieces of content each day into vital

insights that enable strategic decision-making. The Meltwater Suite

unlocks the insights companies need to understand deeper, move

faster and drive real impact across all of their key stakeholders.

We partner with over 27,000 customers in over 130 countries across

all industries from tech to retailers, pharmaceuticals to universities,

NGOs, banks, governments and much more. Our customers use

Meltwater for a wide and growing range of use cases, fueled by the

world’s largest body of news and social data and powered by our

industry-leading technology and AI platform, which ingests ~1 billion

pieces of new content every single day from millions of content

sources including open web data, social channels, Wordpress and

many more. Meltwater’s truly global scope enables users in 130

countries working in 113 distinct languages to extract the most from

the world’s data.

Through years of innovation and strategic acquisitions, Meltwater

has expanded the amount of use cases supported by our suite, to

continue to meet the evolving needs of our customers.

Historically, Meltwater’s most typical use cases have been in

Media Intelligence and Media Relations, as well as Social Listening,

Analytics and Management. Today, we see the convergence of these

two elds and their relevance as intangible parts of a company’s

overall strategy. Meltwater is uniquely positioned to meet the needs

of today’s integrated teams with a single source of truth in one

product suite designed for multiple use cases. Our intuitive solutions

enable collaboration, consistency in reporting, and consolidation of

vendors, so that our customers can get more of their work done using

Meltwater than ever before.

2022 Annual Report 13

Use Cases

Third-Party Integrations

Our Data Sources

News and Other Online Sources Social Media

A specialized suite of solutions

across many use cases

Collaboration Tools

Analytics & Workow

E-Commerce

Brand Management Consumer Insights Campaign Management

Competitive Intelligence Inuencer Marketing Community Management

Risk & Crisis Management Sales Intelligence

Market Intelligence API & Data Integration

2022 Annual Report 14

Integrated Oerings for PR, Comms,

Marketing and Beyond

Brand Management

Capitalize on the broadest dataset & most advanced AI

in the industry to surface strategic insights into your brand,

and its place in the industry you operate in.

Enabling users to:

Listen to external conversations about your company

& industry across all channels

Identify dierences between your messaging and

competitors to capitalize on what makes you unique

Share insights beyond traditional marketing teams,

to create a more integrated listening strategy

Competitive Intelligence

Gain competitive advantage over brands in your industry

by staying up to date on all their activity, identifying their

eective content and capitalizing on the gap in their oerings.

Enabling users to:

Easily grasp how your brand is performing with access

to the most eective content from your company and

competitors on social

Uncover business opportunities by leveraging customer

complaints or unmet needs

Easily report on your competitive share of voice scalably,

expanding into aspirational brands with unlimited

topic tracking

Risk/Crisis Management

Gain insights from the broadest set of external data, spanning

all forms of social and traditional media. Distribute and

analyze this content in real time through AI powered alerts,

and business integrations such as Slack and Teams.

Enabling users to:

Surface the right insights in real time via AI

in order to craft messaging based on insights

Understand the drivers of conversations and crises,

identify inuential sources and manage your crisis plan

Share relevant insights and content with the right

stakeholders in their preferred channels

01

2022 Annual Report 15

01

Community Management

Amplify your community management eorts, by nurturing

loyal and inuential brand ambassadors. Understand audience

demographics, schedule content and analyze its impact,

while interacting with customers on their channel of choice.

Enabling users to:

Meet your consumers where they are and engage

with them on topical themes and trending conversations

to nurture organic relationships

Build a community to advocate on your behalf

and amplify your message

Manage earned & owned customer interactions

through one integrated platform

Campaign Management

Complete solution for campaign management to help

you plan, activate, monitor, engage and measure your

campaigns across social and news.

Enabling users to:

Analyze best practices and implement them

throughout your campaigns

Eectively plan, execute & manage your campaigns

across Owned, Earned and Paid content from

a single interface

Consolidate reporting metrics & KPIs into easily

consumable insights for key stakeholders

Market Intelligence

Understand the changes in the market you operate in to stay

ahead of the curve. Ensure you take advantage of market

gaps and are able to quickly react to shifts in the industry.

Enabling users to:

Expand into new markets based on unmet customer

needs and emerging trends

Track individuals or topics that can trigger changes

in your industry

Audit and review your strategy to reect

the latest market trends

2022 Annual Report 16

01

Consumer Intelligence

Use online data as an instant focus group to understand

the wants, concerns, interests and buying behaviors

of your current or potential consumers.

Enabling users to:

Fully understand the needs and feedback

of your customers

Learn how consumers dier from competitors

or other areas of the market you operate

Take action and leverage your buyer personas to activate

tangible business outcomes through tailored content.

Inuencer Management

Complete end to end solution for inuencer identication,

management and reporting to help you nd KOLs,

advocates, brand ambassadors, and other content creators

to partner with.

Enabling users to:

Identify & vet relevant inuencers to work with,

maximizing ROI

Manage relationships through one centralized platform

Report on ROI & use data to rene future campaigns

Sales Intelligence

Access business news, data and insight on every company

in the world.

Easily nd and follow companies that matter to you,

including competitors and prospects

Get real-time alerts and daily emails about relevant

company and market news

Build personalized relationships through outreach

targeted to company revenue, sector, location,

employee count, public/private company

status and more

2022 Annual Report 17

Expansion via Acquisition

and Integration

Meltwater has a proven track record of integrating technology

and functionality from newly acquired companies into our existing

suite, having done this with Sysomos, Infomart, Encore Alert and

many more acquisitions over the years. After the acquisitions of

Linkuence, Klear, Owler and DeepReason. ai in 2021, Meltwater’s

product oering now spans far beyond the use cases we have

primarily served, and through deeper integration, will give our

customers a wider lens and more detailed insights to help them

inform and execute on their strategies.

Focus on Innovations

and Enhancements

02

03

Looking ahead, Meltwater’s key product objectives include:

Increased investment in R&D across dened

product focus areas

Continuing to leverage AI and data science

to better solve customer problems

Continuing to provide the most comprehensive

catalog of content

Ensuring all acquisitions are integrated,

supporting one platform for our customers

02/03

2022 Annual Report 18

Customer Testimonial / Haleon

The largest standalone consumer healthcare

business in the world, Haleon meets the growing

demands of its sector by listening to its most

valuable assets: its customers. With a portfolio

of more than 25 owned brands, including

category leaders like Sensodyne and Panadol,

its community of healthcare professionals and

customers is vast both online and o.

Haleon needed a fast, robust and scalable social

intelligence solution that could track its brands

and 70+ competitors across seven categories.

They decided to partner with Meltwater for social

intelligence, data analysis, and reporting that

would push its brand and sales strategies forward.

Haleon also uses Meltwater’s social listening

solution to identify and track specic customer

and healthcare provider communities online. The

data not only informs Haleon’s customer-facing

communications but also benets the company’s

sales teams. Without Meltwater, that level of

consumer research would have cost Haleon a

minimum of $50,000 with a ve-week turnaround

time. With Meltwater, the company gets those

insights in just ve days, an 80% increase

in eciency.

To make sure we not only capture but,

crucially, analyze data and make it

actionable for the business, we require

technology capable of facilitating that

scale. Meltwater’s technology as well

as its history of working with large,

multinational businesses is a huge

advantage for us. They have strong

data integrity, great access, and it’s

an intuitive tool to use. I don’t think

any other tool has exibility beyond

what Meltwater does. I don’t think it’s

anywhere close.”

DANNY GARDNER

Social Intelligence Lead

2022 Annual Report 19

Customer Testimonial / Deliveroo

Operating in 11 markets worldwide, Deliveroo

provides a hyperlocal three-sided marketplace

which connects local consumers, restaurants and

grocers. Working with thousands of businesses

and riders, and serving millions of consumers, the

company needs a reliable, 360 picture of how the

brand is perceived and discussed by the media.

The communications department uses Meltwater’s

monitoring solutions to identify meaningful media

engagement opportunities, as well as keep track

and evaluate brand performance across global

and regional outlets. As an enterprise business,

Deliveroo takes advantage of a custom solution in

the form of a bespoke scoring system which fuels

their measurement and planning eorts.

Deliveroo is a business where data and

insight matter. Throughout the organization,

we constantly measure our performance

and ensure decisions are driven by data.

With this in mind, the communications

department set out to create a tailored

evaluation program and scoring system

to ensure our proactive PR eorts are

measured and quantied. Together with the

account team at Meltwater, we came up

with a bespoke system, based on criteria

most important to the business. We now

have a consistent and solid measurement

framework, built to our specic needs, and

it has been great to see the successful

implementation and buy-in from team

members across the business.”

BEN BAILEY

Director of Consumer Communications

2022 Annual Report 20

Customer Testimonial / Pernod Ricard

Pernod Ricard is a global leader in the wine

and spirit industries. The company’s innovative

approach to data and the role it plays when it

comes to strategic business decisions dierentiates

the business from other international players.

Pernod Ricard uses Meltwater’s consumer insights

solution to ensure every department within the

organization has access to robust, accurate and

timely data. Social intelligence and analysis of

specic online communities enable the business

to drive product development, whilst focusing on

historical and seasonal trends detected online

helps stockists and informs the supply chain by

predicting demand - all at global and regional

levels. With Meltwater, Pernod Ricard has constant

access to online data which reects consumer

behavior, highlights new opportunities and speeds

up the strategic decision making process across

the business.

When we started our partnership with

Meltwater, our key goal was to ensure social

data and consumer intelligence would

drive every business decision we make.

This could only be possible with powerful

technology and an innovative approach to

research. Meltwater’s consumer intelligence

solutions were one of the key enablers that

helped us become a truly consumer-centric

organization. To achieve real competitive

advantage, we needed to ensure data is

at the heart of everything we do. From

marketing and consumer insights to IT, all

departments must work closely together

and leverage the power of data.”

FLORENCE RAINSARD

Global Consumer Insights Director

2022 Annual Report 21

People & Culture

At Meltwater, our culture is our north star, and our company

values are the foundation of everything that we do.

They are four Norwegian words that translate (loosely!)

as follows:

& taken together,

Which represents our commitment

to continuous improvement.

These aren’t just words on our website. Our ambition is

to live and breathe these values, so that they are evident

to everyone we interact with — our employees, partners,

customers, and shareholders. The world is far from a

perfect place, we believe that by showcasing these values

in all that we do, then we can do our part to improve it.

Moro [‘mo(·)ro] — “ Fun ”

Awards & Recognition

Ener [‘e nðr’e] — “ Number One ”

Respekt [re’spekt] — “ Respect ”

Mer [mer] — “ More ”

2022 Annual Report 22

98%

98% they look forward

to interacting with their

coworkers when they come

to work.

Our People

At Meltwater, people are central to everything we do. Attracting

and retaining world class talent is one of our key focuses, and

the foundation of our success over the years. Together, we push

ourselves to deliver best-in-class solutions for our customers and

challenge ourselves on the innovation required to stay ahead.

We are proud to have a diverse employee base of over 2,300

employees in 50 locations in over 20 countries on 6 continents.

Our employees speak over 50 languages and support our

customers in more than 130 dierent countries. Meltwater is

proudly an equal opportunity employer and is rmly committed

to aording equal employment opportunities to all candidates

and employees alike without regard to race, color, religion, age,

national origin, gender, sexual orientation, gender identity or

gender expression, marital status, disability, or veteran status.

Women make up 49% of the employee base at Meltwater,

with 41% of leadership positions lled by women,

well above industry average.

Hear from Meltwater Employees

95%

95% of employees say

they are proud to be a part

of Meltwater.

91%

91% of employees say

that they are invested in

Meltwater’s goals.

97%

97% of employees say that

they feel their manager cares

about them as a person.

86%

86% of employees say that

they are excited about going

to work each day.

Employee

Feedback

Working at Meltwater is a great experience.

The environment is supportive, friendly,

and also high performance. We have a

great culture and an eye on continuous

improvement.”

At Meltwater, I feel comfortable, happy

& challenged at the same time. I am learning

every day and have many people that are

greatly invested in my development

& well-being.”

The leadership team is transparent about

the avenues for the company to achieve our

goals. This is a transformative period for our

company, and thanks to our execs everyone

is bought into that vision and aligned on how

we will get there.”

2022 Annual Report 23

employees

~2,300

oce locations

~50

countries

20

continents

6

languages spoken

by our employees

50

customer

countries

130

female employees

49%

female leadership

41%

reduced number of oces by 5 when compared

to 2021 as a part of cost saving programs

2022 Annual Report 24

Corporate Responsibility

Sustainability at Meltwater

As a global company with more than 2,300 employees and

27,000 clients, we have a responsibility to conduct business

in a way that has a positive impact on people, the planet and

society as a whole. This is part of our commitment to continuous

improvement— one of our four company values— to consistently

re-examine our policies and programs and ensure that we are

making strides to create a more sustainable and equitable world.

ENVIRONMENTAL SUSTAINABILITY

Protecting our planet

We believe that environmental sustainability is one of the most

pressing issues of our day. Our daily choices and the choices

we make as a business have an impact on our planet and the

resources we have available.

We know that sustainability is important to many of our

employees, as well as our customers, prospects and investors.

But it is also just the right thing to do. We have a responsibility

as a company and individuals to positively contribute

to our environment and to create a better platform for

future generations.

Reducing our environmental footprint

Careful consideration for the environment and our planet is in

our very DNA. The rst server farms of Meltwater were made

from recycled computers destined for the landll, and we were

disrupting an industry by providing an electronic, online solution

to something that had been paper based for well over a century.

Meltwater is committed to evaluating and improving our

environmental performance, providing our customers with

paperless business intelligence solutions, preventing pollution by

striving to use teleconferencing facilities instead of promoting

Governance

Social

Environmental

2022 Annual Report 25

travel, and complying with all environmental legislation,

regulations and codes of practice relevant to the industry sector

in which we operate.

We include environmental factors in our decision making process

for vendors, partners, and suppliers. We are proud to partner with

AWS as our cloud-vendor today, a company that has committed to

powering their operations with 100% renewable energy by 2025.

AWS allows us to track our carbon footprint helping us to quantify

our impact and establish a baseline, which is a priority for the

company.

Global Green Council

Meltwater has created a Global Green Council for

employees with a background in and passion for

environmental sustainability to develop policies that

will lessen the impact we have on the environment as

a company. The council members hail from across the

globe and work throughout the dierent departments

within our company. By formulating measurable

policies and goals the council leads the conversation

and education around environmental sustainability,

creating a shared model of responsibility where

Meltwater leaders and global teams are considering

climate change impact when making business

decisions and are involved in ongoing conversation

and education about environmental issues.

SOCIAL IMPACT

Putting People First

At Meltwater, people are central to everything we do. This

philosophy extends to our employees, customers, investors,

partners, suppliers, and the communities in which we operate. By

harnessing our people, products, and resources, we are committed

to being a force for good in the places where we live and work. We

believe in the power of people and technology to have a positive

impact on the future, and in building a diverse, equitable and

inclusive organization to fuel innovation and sustainable growth.

Our culture and values extend to our work across DEI, employee

engagement, philanthropy and community partnerships, and we

are committed to continuous improvement in all of these areas.

Diversity, Equity & Inclusion

Creating a diverse, equitable and inclusive organization is a key

focus for Meltwater. Our DEI eorts are organized around key

mPowered

EMEA DEI

Council

Women in Tech

Initiative

KEY INITIATIVES

2022 Annual Report 26

objectives including training & education, recruiting, inclusive

culture and leadership diversity and accountability.

Meltwater supports a number of employee-led Anity Groups

who drive inclusion and education across the organization.

mPowered is Meltwater’s multi-cultural anity group with

chapters in the Americas and Australia. mPowered promotes

inclusion through discussion, education and advocacy. The

group provides a forum for employees to discuss issues that

aect underrepresented groups and strives to create a culture

where employees feel their voice is heard, their opinions

are valued, and that they can be a part of positive change.

The group has held numerous DEI workshops, trainings, and

speaker sessions since its inception in 2020.

The EMEA DEI Council is an employee-led task force that

works on market-specic initiatives across the region to foster

education, discussion, and advocacy on DEI issues. The

council has rolled out trainings and leadership sessions across

the region on topics such as cultural sensitivity, diversity-

based business coaching, and more.

The Women in Tech Initiative is a global community

spanning all regions at Meltwater which invites in industry-

leading speakers and creates an environment to share ideas,

discuss topics that genuinely matter and build a mutual

learning exchange. The initiative has seen speakers from

Coca- Cola, Nike, and Google, and is led by a team of

ambassadors spanning the globe.

Philanthropy

Meltwater regularly partners with nonprots in the markets in

which we work to volunteer and address the needs of the local

communities that we operate in. Employees partner with local

non-prots through volunteer days, and the company makes

corporate donations to nonprots with missions that are important

to our teams around the world. This is in addition to the $2.5m

USD that is given as annual funding to the Meltwater Foundation

supporting MEST.

Continuous Improvement

These are some of the ways that Meltwater shows a commitment

to our people and those in our communities, but we are also

committed to continuous improvement and expanding these

programs in order to have a greater impact. Meltwater conducts

an annual Employee Engagement survey to benchmark

employee sentiment around key issues and track where we are

doing well and where we can still improve, with action plans

to build strategies and programs that will impact these areas

going forward.

2022 Annual Report 27

GOVERNANCE

Ensuring Accountability & Oversight

As Meltwater continues to grow, we are committed to running our

business responsibly, ethically and in line with all regulations in

the markets we serve. Governance to us means a dened board

structure, diverse perspectives on our board, an established

compliance team, and a robust data privacy program.

We believe that sound corporate governance is crucial for

Meltwater’s success and set high standards for our Executive

Leadership Team and Board of Directors. We are committed to

maintaining an independent and diverse Board of Directors.

Our Board members bring together a diverse set of skills and

experiences from dierent industries and markets. The Company

has a one-tier board structure consisting of one Executive Director

and ve Non-Executive Directors elected by the Company’s

shareholders, on the binding nomination of the Board of Directors.

Board Committees

Meltwater’s Board committees serve to prepare the Board of

Directors’ decision-making and to render advice to the Board.

Audit committee

The audit committee supports the Board of Directors in the

exercise of its management and supervisory responsibilities

relating to nancial reporting, statutory audit and

internal control. The audit committee reports and makes

recommendations to the Board of Directors, but the Board

of Directors retains responsibility for implementing such

recommendations. The composition of the audit committee

fullls the required qualications and competence in

accounting and auditing under Dutch law.

Remuneration committee

The remuneration committee is charged in particular with

the preparation of the remuneration policy for the Board of

Directors; proposals for the remuneration of the Directors; and

the remuneration report on the execution of the remuneration

policy, included in the Company’s annual accounts.

At Meltwater, our customers

are at the heart of our

business, which means that

safeguarding customer

data is a priority for the

Company. Meltwater

supports more than

27,000 customers in more

than 130 countries. Our

clients include industry

leaders across sectors

including government,

tech, healthcare, consumer

goods and nance, to

name a few, and protecting

the information that our

customers entrust to us is one

of our key responsibilities.

Meltwater trains employees

annually on topics such

as data privacy and

cybersecurity awareness,

with additional secure

coding training for R&D

team members. The

training ensures that

Meltwater employees have

the knowledge to keep

Meltwater’s customers’ and

partners’ data safe.

We use and develop new

technologies with privacy

considerations and also

maintain the necessary

level of security, privacy,

and data protection

in compliance with

applicable laws.

DATA PRIVACY

KEY FIGURES

5 50% 67%

of Meltwater’s Board

is diverse in terms

of gender or race

of Meltwater’s Board

is independent from

the Company and its

main shareholders

nationalities

represented

on the Board

2022 Annual Report 28

MEST

In 2008, Meltwater’s founder Jørn Lyseggen founded MEST

based on the principle that “we invest in people’s potential.”

Leveraging our core strengths as an innovation leader, Lyseggen

chose to invest in innovation on the African continent, an area of

the world that historically has been underserved and underfunded

and launch a technology training program to fuel the next

generation of African entrepreneurs.

MEST, the Meltwater Entrepreneurial School of Technology,

is an Africa-wide technology entrepreneur training program,

internal seed fund, and network of hubs oering incubation

for technology startups in Africa.

Founded in Ghana in 2008, MEST provides critical skills training,

funding, and support in software development, business, and

communications to Africa’s tech entrepreneurs. Hubs are located

in Accra, Ghana; Lagos, Nigeria; Cape Town, South Africa; and

Nairobi, Kenya. MEST is funded by the Meltwater Foundation,

Meltwater’s non-prot arm.

We invest

in people’s

potential.

Jørn Lyseggen

Founder, Meltwater and MEST

2022 Annual Report 29

For young aspiring and established African entrepreneurs,

MEST Africa provides the skills, mindset, and experiences

to build a globally successful tech company. Beyond Tech

and entrepreneurial skills training, MEST Africa provides

a real-world advantage to entrepreneurs through funding,

business incubation, and access to a global tech network.

Training Program

Providing skills in tech entrepreneurship to aspiring

Pan-African entrepreneurs with a fully funded, one year

full-time graduate level program in software development,

business, and communications. Curriculum is facilitated

by experienced startup entrepreneurs and includes

individual and group mentoring throughout. Each quarter

the Training Program hosts seasoned entrepreneurs and

top business leaders from around the globe for guest

lectures. Participants in the training program pitch their

startup ideas and receive feedback to help develop and

shape their nal startups.

Portfolio

80+

software companies tackling Africa’s

biggest problems across industries

Supporting graduates of the MEST Training Program to

launch early-stage startups with seed- funding between

$50k-$250K, 18 - 24-month incubation, and access to

a Africa-wide tech community. MEST has invested in

over 80+ software companies tackling Africa’s biggest

problems across industries. These successful startups

that have gone on to receive follow-on funding and

admission to the world’s top tech accelerators. A total

of $500K invested in 6 tech startups founded by 2022

MEST graduates. These companies included: Trober,

Mowblox, Kamel, Binyoh and Copianto and an additional

investment of $50k in Kwely, a Senegalese company,

through the MEST Africa Challenge competition.

Companies span across industries and include innovative

solutions in business services, agriculture, nancial

services, health and wellness, e-commerce, and media

and entertainment.

African Tech Community & Global Partners

Our tech community of leading entrepreneurs, investors,

corporate partners, and ecosystem players spans

across the continent. Members of MEST have access

to our network, and to one another, as they grow their

companies. MEST counts Mastercard Foundation, Unicef,

ABSA, GIZ , European and African Digital Innovation Hubs

(DIHS), Ghana Science and Technology Innovation Prize

(GSTEP), and more among its partners.

OUR IMPACT

500+

Total entrepreneurs trained

in 1yr program

80+

Total businesses funded

30+

African countries reached

750+

Jobs created through portfolios

& partnerships

200+

Direct jobs

2022 Annual Report 30

Director’s Report

Meltwater N.V. (the “Company”) is a public company with limited liability

(naamloze vennootschap) incorporated under the laws of the Netherlands, with

its registered oce at Singel 250, 1016 AB Amsterdam, the Netherlands. The

registration number of the Company at the Chamber of Commerce is 32109376.

The Company’s shares are listed on Oslo Børs (the Oslo Stock Exchange), a

regulated market operated by Oslo Børs ASA since 20 December 2021 (ISIN:

NL00150003D3). Before that, the Company’s shares were listed on Euronext

Growth Oslo, a multilateral trading facility since 3 December 2020.

The Company and its subsidiaries (the “Group” or “Meltwater”) help

businesses drive growth and build brands. Meltwater’s online intelligence

platform analyzes billions of digital documents daily to extract precise,

timely business insights that help more than 27,000 companies understand

their markets, engage their customers, and master the new social business

environment. With 50 oces across 6 continents: Europe, North America, South

America, Asia/Pacic, Australia, and Africa, Meltwater is dedicated to personal,

global service built on local expertise. The principal business activities generate

revenue through one operating segment namely Media Intelligence. The revenue

geographical split is disclosed under note 21 of the annual consolidated

nancial statements. These geographical areas are also representative of the

customers and suppliers’ geographical areas.

2022 Annual Report 31

Strategy and long-term value creation

Meltwater’s vision is to harness the world’s data in real time to unlock our customer’s competitive edge.

The amount of data online is growing exponentially, and Meltwater transforms billions of data points

into the insights that matter for the world’s leading companies. Our specialized suite of solutions spans

media, social, consumer and sales intelligence, giving our customers the competitive edge they need to

drive results.

Our strategy is to continue to build on our world-class suite of products and through these deliver value

to our customers, in order to achieve our long-term growth goals. The pathway to achieve these goals has

largely been centered around a few key, strategic focus areas: increasing ARR from premium customers,

continuing to sell social products to new and existing customers, and improving Net Retention Rates. Our

success in these areas over the last 12 months has created a stronger underlying business, which leaves us

well positioned to achieve the long-term model that we have laid out.

The Company plans to achieve these goals through a number of strategies including investment in

technology that drives quality, AI-derived insights, a focus on customer centricity, and investing in our

employees so that they can best contribute to the growth and success of the company. Meltwater invests

in innovation in order to remain industry-leading and sustain competitive dierentiation. The Company

invests signicant human and monetary resources to build on its existing software oerings, integrate

acquired products, and design and develop new valuable and innovative services and features that

meet the demand of the media and social intelligence market. The Company currently has a signicant

pipeline of research and development projects and has brought many similar research and development

projects to market in the past. The outcome of such research and development projects are a key factor to

implement the Company’s long-term strategy, as such projects may open up new markets for the Group

to sell its services.

Culture and core values

Guided by its core values, Meltwater’s culture is based on a fundamental belief in people and the

potential they possess. Meltwater is not afraid of investing in hidden talent and believes that in an

environment where people are motivated and supported by their colleagues, individuals will discover

their strengths.

Meltwater is also a company built on an entrepreneurial spirit, hard work and the joy of accomplishment.

Meltwater values teamwork, as well as individual excellence. At Meltwater, passion and personability

is put into everything it does.

Meltwater’s values are at th core of its culture, and they can be summed up by the acronym MER,

which, in Norwegian, means “more.”

Moro [‘mo(·)ro]

Norwegian for “Fun.” Meltwater believes that in order to become successful, individuals must enjoy

what they do. That is why Meltwater promotes a fun and supportive working environment.

Enere [‘e nðr’e]

Norwegian for “Number One.” At Meltwater, average isn’t good enough. Its goal is to create a company

that is ground-breaking and a culture in which employees aspire to exceed their personal expectations.

Respekt [re’spekt]

Norwegian for “Respect.” Meltwater believes it matters how a company or an individual becomes number

one. When striving to be the best, individuals must treat their colleagues and customers with respect

and humility.

2022 Annual Report 32

MER

An acronym for Moro, Enere and Respekt. At Meltwater victories are celebrated, but the need is also seen

to continuously improve – whether it is to reach personal goals or corporate milestones. Though these

values may seem simplistic on the surface, they are what drives Meltwater to reach its objectives, claries

its expectations, and helps to prioritize and make decisions.

History

From the humble beginnings, Meltwater was built from scratch, brick by brick. The Group was founded

in 2001 with just $15,000, a trusty coee machine, used furniture and a borrowed oce space in Oslo at

an aptly named address, Shack 15. Armed with experience from a two-year computer science research

program in cooperation with the Norwegian Computing Center and funded by the Norwegian Science

Foundation, Meltwater’s founder, Jørn Lyseggen, and his business partner set out to introduce game-

changing technology for the traditional press clipping market. The duo’s previous work in the eld of

Internet agents and search technologies provided a strong foundation for the development of Meltwater’s

initial product: Meltwater News.

Technology and core services

Meltwater is a global SaaS provider specializing in productivity solutions. It develops high quality software

solutions at a reasonable price. Meltwater focuses on well-dened pain points and solves them better

than anyone else. Meltwater’s SaaS solution helps drive eciency, reduce costs and improve its clients’

bottom line. Today, Meltwater oers solutions that enable businesses to manage their reputation, target

the right journalists, collaborate more eectively, streamline their hiring processes, and manage their

online marketing campaigns. During the past years, Meltwater marketed and sold its products under

multiple product oerings. The products and services oered by the Group enable PR & Communications,

Marketing, Executives and Enterprise act on data from the outside.

PR & Communications centric products help quantify PR impact, bring insights from conversation share to

brand sentiment, discover key inuencers, and create relationships and quickly create presentation-ready

reports for the stakeholders.

Marketing centric products help understand brands through the eyes of target audiences across the

world, optimize social marketing eorts, benchmark marketing eorts against the competition and

discover who’s talking about brand, from earned media to authentic conversations.

Executives centric products help reduce risk without complexity by leveraging AI to stay on top

of nancial, market and competitive information.

Enterprise products help in mapping strategy to competitive environment, automate workows

into custom systems, manage ow of outside information and assist with internal collaboration

with external insights.

Organization structure

The group structure is presented under note 29 in the annual nancial statements.

2022 Annual Report 33

Code of conduct

The Group’s highly international operations, with over 27,000 clients and ~2,300 employees in 50 oces

across 6 continents, requires the Group to comply with the laws and regulations of various jurisdictions.

In particular, the Group’s international operations are subject to anti-corruption laws and regulations,

such as the U.S. Foreign Corrupt Practices Act of 1977 and the United Kingdom Bribery Act of 2010, and

economic sanctions programs, including those administered by the United Nations, the EU and the U.S.

Oce of Foreign Assets Control. These anti-corruption laws and regulations comprehensively and, in

some cases in diering ways, cover many forms of public and private corruption.

As part of its business, the Group may deal with both governments and state-owned business enterprises,

the employees of which are considered foreign ocials for purposes of the U.S. Foreign Corrupt Practices

Act of 1977 and other applicable anti-bribery laws and regulations. Economic sanctions programs restrict

the Group’s business dealing with certain sanctioned countries, and new sanctions programs may be

imposed, or existing sanctions programs revised in unpredictable ways, depending on circumstances

outside of the Group’s control.

In line with the Dutch Corporate Governance Code, Meltwater has a code of conduct, which is published

on the Company’s website. Businesses in our group apply zero tolerance to violations of the code of

conduct. Although Meltwater is occasionally confronted with less desirable behaviors, the Board of

Directors considers the code of conduct to be eective. Appropriate action is taken, including disciplinary

procedures or improving the control environment to mitigate such occurrences in the future.

Meltwater is committed to conducting its business on the basis of complying with the law, with integrity

and with proper regard for ethical business practices. All directors and employees are expected to comply

with these principles and, in particular, to avoid conicts of interest and not to engage in insider trading,

illegal anti-competitive activities, and bribery and corruption.

Internal control systems

Meltwater’s system of internal controls in all material subsidiaries aims to prevent or detect risks

materializing and to mitigate any adverse consequences. The system provides reasonable assurance

on achieving company objectives. This includes the integrity and reliability of the nancial statements,

safeguarding and maintaining accountability of its assets, and to detect fraud, potential liability, loss

and material misstatements while complying with regulations.

Management, with assistance from risk and audit, regularly reviews risks and the design and operating

eectiveness of internal controls. The Board reviewed the eectiveness of controls on key risks for the year

ended 31 December 2022. This assurance was obtained principally through a process of management

self-assessment. Consideration was also given to other inputs, including reports from risk and audit,

compliance and the risk management process.

The Independent Auditors had previously communicated certain material weaknesses in internal control

systems, in the areas of the design or maintenance of an eective control environment commensurate

with its nancial reporting requirements. During 2022, the Company has developed and is in the process

of implementing a robust internal control environment in a phased manner during 2022 and 2023 in

response to material weaknesses identied.

2022 Annual Report 34

Financial review

Revenue

Revenue from contracts with customers for the year ended 31 December 2022 was $438.7 million

compared to revenue from contracts with customers for the year ended 31 December 2021 of $401.6

million. The increase of $37.1 million, or 9.24%, in revenue from contracts with customers compares to the

year ended 31 December 2021 which saw an increase of $41.8 million or 11.62%.

Cost of sales

Full year 2022 cost of sales increased YoY by $4.5 million and 3.76%. $2.4 million of the increase in

spend is associated with hosting due to increased service utilization, and in content ($1.1 million) which

is attributable to contract increases with content partners. The remaining $0.9 million is mainly related

to increased labor costs to support the upshift in sales volume. Overall Cost of Sales as a % of revenue

decreased by 1.50% from 29.81% to 28.31%, respectively.

Sales and marketing expenses

In 2022, the investments in Sales & Marketing were focused on moving upmarket to the Premium segment

and Enterprise customer. The investment has predominantly been into Enterprise sales headcount and

marketing to attract larger customers which tend to have stronger unit economics.

The Meltwater sales organization is predominantly in 3 key areas: Retention (Customer Success, renewal

focus), Newbiz (Customer Acquisition, new logo) and Upsale (upselling and cross selling more seats

and modules to existing clients). Increased headcount in Retention roles has primarily been focused on

Premium accounts and positively contributed to the improved retention rates.

Headcount in sales is at to the pre-pandemic levels and the revenue growth continued in 2022. This

highlights the improved productivity from the sales organization and success of the focus on the Premium

and Enterprise segments.

Full year 2022 sales and marketing costs decreased YoY by $5.8 million and 2.62%. $12.5 million

decrease is primarily associated with sales labor costs, of which the majority is related to stock-based

compensation and employee buy-back expense. It is oset by $6.7 million increase, which consists of $3.3

million in Outside Services, $1.4 million in marketing expenses, and $2.0 million in other costs. Overall sales

and marketing costs as a % of revenue decreased by 5.98% from 55.08% to 49.10%, respectively.

General and administrative expenses

Full year 2022 General & Administrative costs decreased YoY by $7.0 million and 8.70%. $4.0 million of the

decrease in spend is associated with Labor costs, of which $4.2 million is stock-based compensation and

employee buy-back expense. $3.3 million of the decrease in spend is outside services. And the remaining

($0.3) million in other costs. Overall, General & Administrative costs as a % of revenue decreased by

3.29% from 20.04% to 16.75%, respectively. The savings in General & Administrative were achieved as a

result of execution of the planned cost rationalization eorts during the year, across multiple cost saving

initiatives.

Research and development

Meltwater continues to invest in research and development activities that complement existing product

lines and new products. The Group’s software development activities are invaluable to sustain its current

growth momentum and competitive dierentiation. The Group invests signicant human and monetary

resources to improve its existing software oerings, integrate acquired products, and design and develop

new valuable and innovative services and features that meet the demand of use cases (Media Intelligence,

Media Relations, Social Listening & Analytics, Social Media Management, Consumer Insights, Inuencer

Marketing, Sales Intelligence) we are catering towards. The Group currently has a signicant pipeline of

2022 Annual Report 35

research and development projects and have concluded many similar research and development projects

in the past. The outcome of such research and development projects are a key factor for the Group, as

such projects may open new markets for the Group to sell its services.

The software development function is truly globalized, but most development resources are grouped

together in San Francisco, Raleigh, and Manchester NH in the USA, as well as key European development

centers in London, Goteborg, Berlin, & Budapest. The Group’s software is designed, coded, tested, and

supported by the Group’s own employees and external consultants.

Full year 2022 Research & Development costs decreased YoY by $2.7 million and 4.62%. The overall net

decrease is primarily due to a $10.4 million decrease in labor costs, of which $10.1 million decrease is

stock-based compensation and employee buy-back expense. The decrease in labor costs was partially

oset by an increase of $5.4 million in software and licensing expenses, an increase of $2.0 million

in Outside Services expenses, as well as an increase of $0.3 million in depreciation and amortization.

Overall Research & Development costs as a % of revenue decreased by 1.84% from 14.54% to 12.70%,

respectively.

Other income

Other income for the year ended 31 December 2022 was $8.3 million compared to other income

for the year ended 31 December 2021 of $0.016 million.

Finance costs

Finance costs for the year ended 31 December 2022 was $4.5 million compared to nance costs for the

year ended 31 December 2021 of $4.9 million. The decrease of $0.4 million, or 8.16%, in nance costs was

mainly due to a decrease in the interest on leases and a smaller increase in the interest on third party

loans.

Foreign exchange gain/loss

Foreign exchange gain for the year ended 31 December 2022 was $8.2 million compared to foreign

exchange gain for the year ended 31 December 2021 of $5.5 million. The increase of $2.7 million, or

49.09%, in foreign exchange gain/loss was mainly due to exchange results on transactions and positions

held in Euro (EUR), British Pound (GBP), Australian Dollar (AUD), and Swedish Krona (SEK).

Finance income

Finance income for the year ended 31 December 2022 was $0.7 million compared to nance income

for the year ended 31 December 2021 of $0.4 million.

Income tax expense

Income tax expense for the year ended 31 December 2022 was $7.8 million compared to income tax

expense for the year ended 31 December 2021 of $0.8 million. The increase of $7.0 million, or 875.00%,

in income tax expense was mainly due to deferred tax adjustments for share-based compensation and

temporary adjustments arising due to timing dierences for depreciation and amortization expenses.

Loss before tax

Loss for the year ended 31 December 2022 was $17.4 million compared to loss for the year ended 31

December 2021 was $77.2 million. The decrease in the loss was $59.8 million, or 77.46%. The operating

expenses decreased mainly due to decreased employee share-based expenses oset by higher FTE

levels in 2021 of $23.8 million. The decrease in expenses was also accompanied by an increase in gross

prot from general operating activities of $32.6 million as a result of increased performance in the

Media Intelligence market in several geographies.

2022 Annual Report 36

Financing and liquidity

In December 2020, the Company entered into a multi-currency revolving credit facility (the “2020 Credit

Facility”) of $150.0 million. The maturity date of the 2020 Credit Facility is three years from when the rst

utilization occurs with an option to extend an additional one to two years. Interest accrues on amounts

outstanding under the 2020 Credit Facility at LIBOR plus a margin range of 1.50% to 2.00% per annum.

The Company is required to meet certain covenants in relation to the 2020 Credit Facility. The covenants

mainly related to the achievement of a nancial leverage ratio, which has been met by the Company. As

of 31 December 2021, the Company had drawn $25.0 million under the 2020 Credit Facility and had the

ability to borrow $125.0 million under the 2020 Credit Facility. During 2022 the Company drew down an

additional $25.0 million, on a net basis, of the $125.0 million remaining revolving credit facility. As of 31

December 2022, the undrawn credit facility of the Company is $100.0 million.

The outstanding amount is wholly due and payable by 9 June 2025. All covenants were met in 2021

and 2022.

Meltwater’s nancing needs relate to strategic growth through acquisitions, where it leverages

o the positive equity position.

On 31 December 2022 the Company had cash and cash equivalents of $35.1 million (2021: $44.4 million).

The Company has robust liquidity to operate and execute its business plans.

Solvency and liquidity ratios

RATIO 2022 2021

Debt-to-equity ratio -7.30 -9.61

Debt-to-asset ratio 1.16 1.12

Interest coverage ratio -2.92 -14.86

Equity ratio -0.16 -0.12

The debt-to-equity ratio remained negative in 2022 but reduced due to an increase in both total liabilities

and a negative equity amount. The debt-to-asset ratio remained stable during 2022 in comparison to

2021 due to the proportionally similar increases in both assets and liabilities. The interest coverage ratio

decreased due to the decrease in the loss for the year. The equity ratio is stable and negative in 2022

and 2021.

Going concern

The consolidated nancial statements have been prepared on a going concern basis. The Company’ s

cash and cash equivalents balance as of 31 December 2022 was $35.1 million.

In June 2021, the Company drew down $25.0 million from the Revolving Credit Facility which remained

outstanding as of 31 December 2022. In September 2021 Meltwater utilized the option to extend the due

date by one year making the outstanding amount wholly due and payable by 10 June 2025. During the

year ended 31 December 2022 the company drew down an additional $25.0 million, on a net basis, from

the Revolving Credit Facility, such that the total amount outstanding as of 31 December 2022 amounts to

$50.0 million.

The Company believes that the cash balances and the credit facility available as of 31 December

2022 and the funds generated from future operations, based on forecasted cashows, will enable the

Company to meet its cash requirements for the foreseeable future (at least twelve months from the date

of these nancial statements).

2022 Annual Report 37

As of 31 December 2022, current liabilities exceeded current assets by $192.5 million, of which $248.7

million of current liabilities consists of the current portion of contract liabilities, most of which will not be

settled in cash. Cash provided by operating activities was $33.9 million positive and $7.1 million positive

during the years ended 31 December 2022 and 2021, respectively.

During 2022, the Company ended with total revenues of $438.7 million (2021: $401.6 million) with a net

loss of $25.2 million (2021: net loss of $77.9 million). As a result of the losses in 2022 and previous years,

the Company has a negative equity of $63.8 million (2021: $47.1 million). The negative equity value was

positively impacted by additional paid-in capital of $429.6 million in 2022 (2021: $417.3 million).

Cash ow

The Group’s cash inow from operating activities totaled $33.9 million compared to a cash inow of $7.1

million for the full year 2021. The main reason for the increase in cash inow from operating activities is

due to the decrease in the loss of the current year. Cash outow from investing activities totaled $26.5

million compared to the cash outow of $63.5 million for the full year 2021. This was primarily due to

the acquisitions done in 2021. The Group’s cash outow from nancing activities totaled $14.6 million

compared to the cash inow of $1.8 million for the full 2021, the decrease in 2022 is mostly driven by the

repurchase of shares in 2022.

Capital expenditure

The Company capitalized $23.7 million and $12.2 million of development costs related to software during

the years ended 31 December 2022 and 2021, respectively. Of the amount capitalized, $0.6 million and

$0.2 million were related to interest in 2022 and 2021, respectively. Any costs associated with research are

expensed as they arise, and only identiable development costs are capitalized.

Many of the development costs related to software stem from the acquisition of companies. Meltwater

also acquires intellectual property rights through acquisitions, such as customer relationships and

developed technologies.

Mergers and acquisitions

No mergers and acquisitions have occurred in the nancial year ended 2022.

Suppliers

As a SaaS Company, the data are primary inputs, and the Company has long term contracts

with the leading technology companies. Our leading data vendors are located in North America,

EMEA and APAC regions.

Outlook 2023

The Company is well positioned at the beginning of 2023. The company invested wisely in upgrading

its sales force to support its move upmarket to expand its premium and enterprise customer base, while

managing its overall S&M expense. Investments in R&D to increase the competitiveness of its products

and accelerate the integration of its 2021 M&A activities will improve the cost structure and increase

sales. At the same time, the company took measures to control its expenses in light of the macroeconomic

environment, by reducing its facilities footprint and managing hiring and other variable expenses such as

travel and entertainment. The combination of actions should help drive the company towards it long-term

goals and ambitions.

2022 Annual Report 38

Subsequent event

In January 2023, Meltwater entered into a transaction agreement with MW Investment B.V. whereby MW

Investment B.V. agreed to purchase all the shares of Meltwater. The completion of the Oer will, among

other conditions, be subject to a minimum acceptance level of at least 95% of the issued and outstanding

share capital and voting rights of Meltwater on a fully diluted basis, excluding any treasury shares. Once

the transaction is completed, Meltwater will become a private company.

Segmental review

Information reported to the Group’s Chief Executive Ocer for the purposes of resource allocation and

assessment of segment performance is focused on the business activities which generates certain classes

of revenue and incurs certain classes of expenses. The principal business activities generate revenue

through one operating segment namely Media Intelligence, which is also the Group’s reportable segment

under IFRS 8.

2022 Annual Report 39

Risk management

Risk management framework

The Group, also for the purposes of the best practice provisions relating to internal risk management and

control systems as set out in the Dutch Corporate Governance Code, adopts a risk management model

that designs and includes suitable tools for identifying, measuring, managing and monitoring risks that

could aect the achievement of strategic objectives. In this context, uncertainty and risk are dened as:

• uncertainty: state of lack of information, understanding or knowledge.

• risk: a possible event whose occurrence can prevent the achievement of company objectives

but which, if properly analyzed and managed, can also generate an opportunity.

The model integrated into the business processes is as much in line with the ve references of the

COSO (Committee of Sponsoring Organizations of the Treadway Commission Report – Enterprise

Risk Management (“ERM”) model) principles (as Governance & culture, Strategy & objective setting,

Performance, review & revision and Information, communication & reporting). It identies and classies

the main risks on the basis of strategic and operational objectives, denes the risk prole, and denes an

inherent communication process.

The Group has implemented a tool to identify, assess and monitor corporate risks. This tool is based

on the self-risk assessment approach, which provides for self-assessment and direct participation by

operational management and/or other players responsible for risk assessment.

Risks are analyzed, determining the likelihood of their occurrence and their impact, in order to establish

their priority and how they should be managed.

The risks are thus assessed in terms of inherent risk (risk in the absence of any intervention) and residual

risk (risk after the interventions to reduce it). Management selects the responses to risk (avoiding it,

reducing it, sharing or accepting it) by developing interventions to align the risks found with the levels of

tolerance and acceptable risk (risk appetite).

The framework was integrated within the Group’s organization and corporate governance. It supports the

protection of corporate assets, the eciency and eectiveness of business processes, the reliability of

nancial information, and compliance with laws and regulations.

The process is monitored, and modied where necessary, with interventions integrated into normal

business operations or in separate and specic assessments and audits, which are eventually

communicated to the organization and to the relevant corporate bodies.

Furthermore, the Group operates at three levels of internal control:

• First level: identifying operating areas, evaluating and monitoring applicable risks in individual

processes, and establishing specic actions for managing such risks. The structures responsible

for the individual risks, for their identication, measurement and management, as well as for

performing the necessary checks are included in this rst level.

• Second level: departments responsible for supporting management in setting policies and

procedures, developing processes, and monitoring activities to manage risks and issues.

• Third level: it provides independent and objective assurance of the adequacy and eective

operation of the rst and second levels of control and, in general, of the overall method for

managing risks.

Current or planned improvements in the Meltwater’s overall risk management system

The Group promotes the continuous improvement of risk management according to the evolution of

2022 Annual Report 40

strategies and information in the nancial documents about both the main risks and uncertainties that

occurred during the year and the impacts on the Group, as well as the objectives and policies with

respect to instruments for the management of nancial risks and for the assurance of economic results.

We continued to engage the business in key risk areas, benchmark our processes with peer companies,

and explore opportunities for improvement, in order to strengthen and improve ERM governance, monitor

risks in a more predictive way, and evaluate remediation plans. Meltwater will continue engaging the

business in reviewing our management and monitoring activities for key risks throughout the Group in the

upcoming year. As we continue to evolve our Group ERM program, we will strive to identify best practices

and rene our processes to identify and escalate risk developments.

Enterprise risk management initiatives during 2022

The Group has planned implementation of internal controls project so as to establish robust nancial

control environment which will enhance and supplement existing enterprise risk management and

control systems.

Risk appetite

The types of risks identied for the Group are classied as:

Strategic risks

a Risk that may derive from the pursuit of the business plan, from strategic changes in the

business context, and/or from adverse strategic business decisions that could aect the

Group’s long-term positioning and performance.

b Appetite: the Group considers itself ready to take risks in a responsible way that takes

into account the interests of our stakeholders and is consistent with our business plan.

Operational risks

a Risk that may aect internal processes, people, systems, and/or external resources,

hindering the Group’s ability to pursue its strategy.

b Appetite: the Group also pursues the goal of mitigating operational risks through

projected cost/benet assessments.

Compliance risks

a Risk of non-compliance with laws, regulations, local standards, the code of conduct,

and internal policies and procedures.

b Appetite: the Group believes, like its employees, in acting with honesty, integrity and

respect, including compliance with its code of conduct as well as the laws and regulations

applicable wherever it operates.

Financial risks

a Risk relating to uncertainty of returns and potential nancial losses due to nancial

performance, together with the risks concerning the reliability of the reported

nancial information.

b Appetite: the Group takes a cautious approach to nancial risks and tries to maintain a

debt/capital structure prole that allows investing in long-term objectives and rewarding

stakeholders, as well as to represent the economic and nancial information provided

correctly.

2022 Annual Report 41

The Risk management system comprises a structured process aimed at addressing individual risk

categories, dening the main guidelines for risk appetite and the risk responses applied.

RISK

CATEGORY

DESCRIPTION

RISK APPETITE RISK RESPONSE

Strategic

Risk that may derive from the

pursuit of the business plan,

from strategic changes in the

business context, and/or from

adverse strategic business

decisions that could aect the

Group's long-term positioning

and performance.

The Group considers itself

ready to take risks in a

responsible way that takes into

account the interests of our

stakeholders and is consistent

with our business plan.

Constantly investing in

research and development

eorts and constantly updating

the Group's product range and

oering.

Operational

Risk that may aect internal

processes, people, systems

and/or external resources,

hindering the Group's ability to

pursue its strategy.

The Group also pursues the

goal of mitigating operational

risks through cost/benet

assessments.

Proactively monitoring the

operational risks, consistently

with the overall risk policy,

to ensure that entities in the

Group will continue operating.

In addition, performing a

thorough due diligence on

potential acquisition targets

to limit operational risks post

acquisition.

Compliance

Risk of non-compliance

with laws, regulations, local

standards, the code of conduct,

and internal policies and

procedures.

The Group believes, like our

employees, in acting with

honesty, integrity and respect,

including compliance with our

code of conduct as well as laws

and regulations applicable

wherever we operate.

Monitoring and updating the

routines and mechanisms in

place to ensure compliance

with laws and regulations in the

various countries in which the

Group operates.

Financial

Risk relating to uncertainty

of returns and potential

nancial losses due to nancial

performance, together with

the risks concerning the

reliability of reported nancial

information.

The Group takes a cautious

approach to nancial risks and

tries to maintain a debt/capital

structure prole that allows

investing in long-term objectives

and rewarding stakeholders,

as well as to represent the

economic and nancial

information provided correctly.

Monitoring the nancial risks,

with periodic mapping and

reporting to dene appropriate

mitigation actions. The

Group pursues the objective

of continually improving

the nancial information it

provides, reporting correct and

complete information in line

with international accounting

standards.

The risk management policy relating to nancial instruments are disclosed in note 31

of the annual nancial statements.

The main risks to which the Group is exposed are detailed in the next paragraphs.

2022 Annual Report 42

Strategic risks

Product oerings that are in pace with changes in end-user demand and preferences

The markets in which the Group competes are characterized by frequent new product introductions and

enhancements, as well as shifting end-user preferences and demands. The Group’s future success will

depend on its ability to consistently address changes in end-user demands and develop and maintain

product oerings that meet evolving customer preferences. In order to compete successfully, the Group

must proactively address changes in demand and end-user preferences in its research and development,

its inventory levels, and the mix of its product oerings. The Group may not adequately adapt to changes

in end-user demands and preferences, and it may fail to adapt its product oerings in a timely manner.

The described risk showed a high/medium impact also in the last year on nancial and economic results.

The Group’s response actions that had a risk mitigation eect were mainly focused on evolving its product

range and oering innovative products compliant with regulatory and sustainability requirements. The

Group leverages its in-depth knowledge of the markets in order to tailor its propositions to local market

needs and activate locally.

Competition

The Group competes with both large international market participants and several smaller regional

and local competitors that vary by region and product. The markets in which the Group operates

require signicant investments in research and development. They are also characterized by technical

complexity. While this is advantageous for the Group for the purposes of defending its existing market

positions, it creates the risk that the Group may not be able to gain additional market share and improve

its competitive position. The described risk showed a medium impact on nancial and economic results.

The Group’s response actions that had a risk mitigation eect were mainly focused on increasing

competitiveness and innovation ambitions across the entire value chain, by accelerating the development

of technologies and products. Furthermore, the Group constantly monitors the initiatives taken

by competitors.

Future growth

The Group’s future growth also depends on a successful execution of the Group’s business plan, which,

in turn, depends on a number of assumptions. These relate to demand for the Group’s products, the

conditions of the markets in which the Group operates or is planning to expand, the position of the

Group’s competitors in those markets, and the resources available for planned growth initiatives and

the related costs. If the assumptions underlying the Group’s business plan for future growth turn out

to be materially inaccurate, or if the Group is otherwise unable to execute its business plan, the Group

may be unable to grow as planned and its business may be materially aected. The Group’s ability

to manage growth and integrate operations, technologies, products, and personnel depends on the

Group’s administrative, nancial and operational controls, its ability to create the infrastructure

necessary to exploit market opportunities for the Group’s products, and its nancial capabilities. The

described risk showed a low impact on nancial and economic results. The Group’s response actions

that had a risk mitigation eect were mainly focused on continuing to monitor trends in the markets

in which the Company operates and that might aect its business in the future. We focus on evolving

customer needs by assessing behavioral patterns, actively engaging advisory boards to prepare

potential countermeasures.

Local business risks in many dierent countries

The Group’s growth strategy focuses on continuing to expand within the Group’s existing geographical

markets, as well as entering new markets. The Group’s success as a multinational business depends

upon its ability to anticipate and eectively manage dierent legal, political, social and regulatory

requirements, economic conditions, and unforeseeable developments. The Group may not be able to

succeed in developing and implementing policies and strategies that will be eective in each location

where it does business. In addition, the Group operates in emerging markets, where these risks may be

elevated, some of which, such as political and economic instability, few legal protections, and corruption,

can create a dicult business environment. This may also put the Group at a competitive disadvantage

2022 Annual Report 43

against competitors that are not subject to, or do not comply with, the same regulations, thereby limiting

the Group’s growth prospects in such countries. The described risk showed a high/medium impact on

nancial and economic results. The Group’s response actions that had a risk mitigation eect were mainly

focused on continuously monitoring the geographical markets in which it operates, in order to anticipate

and minimize any vulnerabilities and to adopt prudent measures to mitigate risks, as, for example,

broadening the product portfolio and strengthening geographical diversication.

Global economic cycles

Global economic growth remains volatile and could stall or reverse course. A global economic downturn

could adversely aect customer condence and spending patterns, which could result in decreased

demand for the products sold by the Group. This could negatively impact the Group’s protability

and cash ows. In addition, a deterioration in current economic conditions could negatively impact

the Group’s customers, which could result in an increase in bad debt expense, customer bankruptcies,

or increase in prices. This could negatively impact the Group’s ability to distribute, market and sell

its products and the Group’s business, results of operations, nancial position, and prospects. The

Group derives most of its revenues from mature markets in Europe and the North America. Decreased

demand during an economic downtown in these mature markets can negatively aect prot margins on

technologically advanced products. Decreased demand in emerging markets where there is more interest

in product diversication can negatively aect sales volumes and prot margins on the Group’s core

product oerings. In both mature and emerging markets, in times of economic downturn, consumers may

choose to delay in spending on the Group’s products. This would reduce demand

for the Group’s products.

Financial reporting risks

As part of its responsibility to prevent and detect errors and fraud aecting its nancial statements, the

Company has set up specic accounting and reporting procedures in relation to, amongst other things,

revenue recognition process, taxation and other complex accounting issues. Any failure to prevent and

detect errors and fraud within the implementation of such procedures could have a material adverse

eect on the Group’s business, results of operations, nancial condition, cash ows and/or prospects.

In connection with the preparation and audit of the Group’s consolidated nancial statements as of 31

December 2022 and 2021 and for the years ended 31 December 2022 and 2021, material weaknesses

were identied in its internal control over nancial reporting. In order to maintain and improve the

eectiveness of its internal control over nancial reporting, the Group has expended, and anticipates

that it will continue to expend, signicant resources, including accounting-related costs and signicant

management oversight.

Operational risks

Meltwater is exposed to a variety of operational risks, including data security and cyber risk, geopolitical

risk, failure of information technology systems and fraud. The potential adverse eects of the operational

risks are proactive monitored, consistent with the overall risk policy, to ensure that entities in the Group

will continue operating.

Meltwater is subject to various legal proceedings, including with respect to intellectual property rights

and employment related matters. Management vigorously defends the Group against claims; however,

any adverse decisions could aect the business, operating results, or nancial condition.

Acquisitions present many risks, and we may not realize the nancial and strategic goals that were

contemplated at the time of a transaction. Risks are countered by performing a thorough level of due

diligence before the completion of an acquisition transaction.

The Group derives a substantial portion of our revenues from, and have signicant operations,

outside of the U.S.

2022 Annual Report 44

Compliance risks

Changes in legislative and regulatory requirements

Meltwater’s extensive operations in international markets expose the Group to a range of risks inherent

in international business activities, including, but not limited to, complex interactions and unexpected

changes in legislative or regulatory requirements and intellectual property rights related matters. As such,

Meltwater risks not being able to respond with sucient speed or correctness to such changes or complex

interactions laws and regulations in the 50 oces it operates in across 6 continents and 28 jurisdictions.

Materialization of such risks could have a material adverse eect on the Group’s business, results of

operations, nancial condition, cash ows and/or prospects.

Data protection and data privacy

Meltwater collects and processes personal information through its business and operations in multiple

jurisdictions. This makes the Group exposed to data protection and data privacy laws and regulations it

must comply with, which all imposes stringent data protection requirements and provides high possible

penalties for non-compliance. Although the Group has signicant security routines and mechanisms in

place to ensure compliance with data protection and data privacy regulations, any failure to comply

with data protection and data privacy policies, privacy-related obligations to customers or third parties,

privacy-related legal obligations may result in governmental enforcement actions, litigation or public

statements against the Group.

Tax legislation

Meltwater is subject to prevailing tax legislation, treaties and regulations in every jurisdiction in which

it is operating, and the interpretation and enforcement thereof. The Group’s income tax expenses are

based upon its interpretation of the tax laws in eect at the time that the expense is incurred. If the

Group’s interpretation of the tax laws is at variance with the interpretation of the same tax laws by tax

authorities, this could have a material adverse eect on the Group’s business, results of operations,

nancial condition, cash ows and/or prospects. Moreover, there are risks related to that a tax authority

successfully challenges the Group’s operational structure, intercompany pricing policies, receivables,

the taxable presence of its subsidiaries in certain jurisdictions, or tax authorities does not agree with the

Company’s and/or any subsidiaries’ assessment of the eects of applicable laws, classications and

determinations, treaties and regulations, or that the Group loses a material tax dispute in any country, or

any tax challenge of the Group’s tax payments is successful. These risks are derived from the nature of the

Group’s integrated multurisdictional operations in media intelligence and its need for tax planning when

considering national tax law, double taxation treaties and multilateral tax agreements.

Intellectual property rights

The value of intellectual property rights is of high importance for the Group, as it operates in a competitive

commercial environment where the strength of the intellectual property rights may be an important

feature that distinguishes the Group from its competitors. As such, the importance of intellectual property

rights means that Meltwater can be particularly exposed to the risks of litigating various intellectual

property claims.

Financial risks

Meltwater is exposed to a variety of nancial risks, including the eects of foreign currency exchange

rates, credit risk of our customers and interest rate uctuations. Meltwater’s overall risk management

policy focuses on monitoring potential adverse eects considered material. Meltwater manages its capital

to ensure that entities in the Group will be able to continue as going concerns while maximizing the

return to stakeholders through the optimization of the debt and equity as applicable. The overall strategy

remains unchanged from the prior year.

2022 Annual Report 45

Foreign currency exchange rates

Meltwater undertakes transactions denominated in foreign currencies; consequently,

exposures to exchange rate uctuations arise.

Credit risk of customers

Trade receivables consist of a large number of customers, spread across diverse industries and

geographical areas. Meltwater performs ongoing credit evaluations on the nancial condition of its

customers. Credit risks are reduced by doing business only with customers who are creditworthy, and

credit limits are designated to customers as applicable.

Interest rate risk

Meltwater does accept a certain degree of interest rate risk and other nancial risks and continue to

monitor these on an ongoing basis. It has some exposure to cash ow interest rate risk because the Group

has used borrowed funds with variable interest rates to nance its operations. The Group has variable

interest rate loans, which are subject to fair value interest rate risk.

Capital requirements

Meltwater is not subject to any externally imposed capital requirements. Prudent cash management

policies are used to reduce exposure to liquidity risk.

Non-nancial risks

Meltwater has not identied any material risks relating to the environment, society, employees,

corruption and violation of human rights.

Russia-Ukraine war

The war in Ukraine has impacted economies on a global scale. The eects are wide ranging, including

rising ination, the energy crisis in Europe, and increased interest rates around the world to combat

ination by attempting to reduce spending and discourage lending.

Although the Group has minimal exposure in Ukraine and Russia as it is not present in these markets,

the war poses signicant challenges to the global economy and the Company is not immune from the

waterfall eect of the war with geopolitical tensions and related economic downturn having a potential

impact on the Company’s operations and results.

Despite the rising ination and increased interest rates, the Company did not experience a signicant

increase in nance costs as disclosed in Note 24 of the annual nancial statements. Instead, the

Company saw an increase in revenue of 9.24% as a result of realized synergies from acquisitions

conducted in the nancial year ended 2021 as well as an increase in premium client revenue.

Furthermore, the Company does not envisage diculty in obtaining lending as it has access

to an undrawn credit facility of $100 million.

The Company concludes that the war in Ukraine did not have a signicant impact on the Group during

the nancial year ended 2022 and continues to pro-actively manage any adverse impact on its business.

Non-nancial information

Meltwater is subject to the reporting requirements under the European Directive 2014/95/EU (“NFRD”)

which imposes on large public-interest entities with more than 500 employees, the obligation to disclose

non-nancial information in relation to the environment, society, employees, diversity, respect for human

rights and anti-corruption and bribery. In the Netherlands, the NFRD has been implemented by the Act

implementing the Directive 2014/95/EU, the Decree disclosure of diversity policy and the Decree on

disclosure of non-nancial information.

2022 Annual Report 46

For a brief description of Meltwater’s business model, see the Introduction section. For the description

of risks regarding the environment, society, employees, corruption and violation of human rights,

see the Risk management section.

Environmental matters

Meltwater acknowledges its responsibility towards the environment and the importance of the matter for

the employees, customers, prospects, and investors. Hence, the Group has established a Global Green

Council for employees with a background and passion for environmental sustainability. The aim is to

develop policies that will lessen the impact of Meltwater on the environment.

The council leads the conversation and education around sustainability, creating a shared model

of responsibility, which assumes energy, climate change, waste, and recycling aspects in business

decision-making.

The Group does not have an environmental policy implemented, however are working towards

having a formal environmental policy in place in the near future.

Social matters

Meltwater’s corporate social responsibility is to give some of its knowledge and resources back to the

world. In 2008, Meltwater’s founder Jørn Lyseggen developed the concept of Meltwater Entreprenurial

School of Technology (MEST).

MEST is a non-prot training and mentoring program established by Meltwater that equips individuals

with the skills, training, funding and support to become software entrepreneurs. The goal of the program

is to teach MEST students, located on the African continent, the skills required to launch breakthrough

global companies, thus enabling them to create jobs and wealth locally to stimulate the African economy.

MEST seeks out talented college graduates who are interested in entrepreneurship, technology, and

business to participate in the program.

The Company made charitable contributions of $2.1 million and $2.5 million to Meltwater Foundation,

Meltwater’s non-prot arm, in 2022 and 2021, respectively. These contributions were made with the

restriction that the funds will be donated to MEST.

Social matters are covered by the Group’s code of conduct.

Employee matters

Meltwater is an organization consisting of compassionate people with an interest and commitment

that goes beyond mere commercial objectives and aspirations.

The Company employed 73 employees as of 31 December 2022 (2021: 56) and the Group employed

2,354 employees as of 31 December 2022 (2021: 2,255). On average, approximately 2,305 employees

were employed during 2022 (2021: 1,962).

Meltwater immensely values its employees, and it has fundamental belief in the potential they possess.

Meltwater regularly invests in sta training and skills development. It provides a conducive environment

where people are motivated and supported by their colleagues so as individuals discover their strengths.

In 2022 Meltwater updated its Bullying and Harassment Policy and Disciplinary and Grievances Policies

to ensure its work environment remains healthy and protects the safety of its employees.

Employee matters are covered by the Group’s code of conduct and the diversity policy (see below).

Diversity

Meltwater recognizes that dierences in skills, experience, education, nationality, age, gender, and other

characteristics of people are important – they enable both the Board of Directors and the Group as a

whole to look at issues and to solve problems in dierent ways, to respond dierently to challenges,

and to make more robust decisions. As such, the Board of Directors has adopted a diversity policy.

To create an environment of inclusion and acceptance within the Group in which each person is treated

equally without discrimination, Meltwater adopted a Diversity Policy in December 2021.

2022 Annual Report 47

Through the Diversity Policy, the Board has committed to ensuring diversity in skills, experience,

education, background, nationality, gender, and other directors’ characteristics when selecting new

candidates for the Board. Additionally, the Board declares commitment to the Group’s objective of

ensuring that more of the senior management roles are (or continue to be) held by persons with dierent

expertise, experience, and diversity.

In this context, the Group will commit to setting appropriate and ambitious gender targets on Meltwater’s

Board in the near future. As of 31st December 2022, 16.67% of Meltwater’s Board positions were lled by

women (1 in 6). The Group will work on setting a plan in place to have a target more ambitious than the

current situation of 1 in 6 lled by women, which would be applicable for new appointments to vacancies

going forward. During the 2022 nancial year, no new appointments were made to the Board.

In the Group’s workforce, women made up 49.00% of the Group’s employee base and ll 41.00%

of leadership positions, which is well above the industry average, as of 31st December 2022.

The Board will review the Diversity Policy, including its eectiveness, periodically and recommend

revisions if appropriate.

Human rights and whistleblower matters

The United Kingdom Modern Slavery Act 2015 requires businesses to disclose eorts to prevent or

otherwise eradicate slavery and human tracking from their supply chains. Meltwater is committed to

complying with these laws and ensuring that all its employees and suppliers globally take appropriate

steps to mitigate the risk of human tracking and slavery in our supply chains.

In December 2021, Meltwater adopted a whistleblower policy, which establishes a procedure for dealing

with reports of suspected wrongdoing within the Group including any supplier engagement related

to slavery or human tracking. This whistleblower policy aims to promote and support a culture of

openness, responsibility, and integrity by providing an internal mechanism for reporting, investigating,

and remedying any suspected wrongdoing in the workplace and with supplier engagement without fear

of dismissal or retaliation.

The whistleblower policy ensures support of the employees or persons performing services for the

Group who le a report without jeopardizing their legal position, even if they turn out to be mistaken.

Responsibility for monitoring the procedure for dealing with a report is assigned to the non-executive

directors of Meltwater.

During 2022 there were no reportable events under the Whistleblower Policy.

Anti-corruption and bribery matters

Meltwater is committed to maintain high ethical standards in its relations with customers, suppliers

and employees and to comply with laws and regulations within the anti-corruption regulatory framework

of all jurisdictions in which the Group operates.

Anti-corruption and bribery matters are covered by Meltwater’s Anti-Bribery and Corruption Policy.

Non-nancial KPIs

Meltwater has adopted the following non-nancial key performance indicators:

NON-FINANCIAL KPI (Group) FY 2022

Material breaches of the code of conduct 0

Board of directors positions lled by women (%) 16.67%

Number of employees (year-end) 2,354

2022 Annual Report 48

EU Taxonomy

Introduction to the EU Taxonomy Regulation

In 2019, the European Green Deal was launched which committed the European Union to achieve climate

neutrality by the year 2050. The EU Taxonomy Regulation entered into force on July 12, 2020 as part of

the European Green Deal and establishes the general framework for determining whether an economic

activity qualies as environmentally sustainable.

The EU Taxonomy is a classication system for sustainable economic activities.

Within the EU Taxonomy, the following six environmental objectives are identied:

• Climate change mitigation

• Climate change adaptation

• Sustainable use and protection of water and marine resources

• Transition to a circular economy

• Pollution prevention and control

• Protection and restoration of biodiversity and ecosystems

Under the EU Taxonomy, we are required to report on the climate change mitigation (CCM) and

climate change adaptation (CCA) environmental objectives for scal year 2022. In relation to these two

objectives, the Company needs to identify if its economic activities are eligible under the EU Taxonomy.

The NACE classication, established in Regulation (EC) No 1893/2006, provides guidance for companies

to determine if a company’s economic activities are eligible. As of January 1, 2022, we are also required

to determine which eligible activities are Taxonomy-aligned. For an activity to be considered aligned,

it must meet the following conditions:

• Technical Screening criteria

• Make a substantial contribution to one or more of the EU’s environmental objectives

• Does not do signicant harm (DNSH) to other environmental objectives

• Comply with minimum safeguards

Based on this assessment companies should report the three following KPIs on their eligibility

and alignment:

• Turnover

• CapEx

• OpEx

Compliance with the EU Taxonomy Regulation

In 2022 we performed a reassessment of all potential taxonomy-eligible economic activities listed in

the Climate Delegated Act. The Climate Delegated Act focuses on those economic activities and sectors

that have the greatest potential to achieve the objective of climate change mitigation or climate change

adaption. The sectors covered include energy, selected manufacturing activities, and transport and

buildings. Our assessment methodology is explained below.

Companies are required to identify if their activities are eligible under the EU Taxonomy Regulation.

For Meltwater, this means assessing if the primary revenue generating activities of providing software

as a service (SaaS) solution are in scope of the CCM and CCA environmental objectives. As this activity

is currently not described in the EU Taxonomy, turnover, capital expenditure and operating expenditure

related to this activity can be classied as EU Taxonomy-non-eligible. Other activities that are not

considered our main activity were also considered. The next paragraphs shortly describe our eligibility

and alignment assessment.

2022 Annual Report 49

Turnover eligibility and alignment assessment

We have reviewed our core and non-core activities related to Turnover as dened by the taxonomy

regulations in accordance with the updated requirements relating to the scal year 2022. These activities

do not contribute to the CCM and CCA objectives. Therefore, as eligibility is nil, alignment is also

considered nil.

The turnover KPI is calculated by the proportion of the net turnover derived from products or services

that are Taxonomy-eligible (numerator) divided by the net turnover (denominator). Meltwater derives

its revenue primarily from subscription fees for its cloud-based news and social media monitoring

services. We have assessed the eligibility of these revenue streams and conclude that none of the

revenue streams are eligible under the EU Taxonomy as there is not explicit reference to software as a

service (SaaS) in the Climate Delegated Act nor does it meet the denition under computer programming

under the CCA objective. The denominator of the turnover KPI is based on net turnover which equates to

revenue in accordance with IFRS 15. Our net turnover KPI denominator totals $438.7 million. For further

details on accounting policies refer to Signicant accounting policies note 3.18 Revenue from contracts

with customers.

Capital expenditure eligibility assessment

Management reviewed both core and non-core activities related to capital expenditure (“CapEx”) and

assessed that there were no material additions during the year which fullled the Taxonomy-eligible

criteria. After this assessment, it was concluded that these activities do not contribute to the CCM and

CCA objectives. Therefore, as eligibility is nil, alignment is also considered nil.

The capital expenditure KPI is dened as Taxonomy-eligible activities (numerator) divided by Meltwater’s

total CapEx (denominator). Taxonomy-eligible capital expenditure (numerator) is dened as any of the

following: assets or processes that are associated with Taxonomy-aligned economic activities; part of a

plan to expand Taxonomy-aligned or Taxonomy-eligible economic activities (“CapEx plan”); related to

the purchase of output from Taxonomy-aligned economic activities and individual measures enabling the

target activities to become low-carbon or to lead to greenhouse gas reductions as well as other economic

activities and provided that such measures are implemented and operational within 18 months.

Total capital expenditure (denominator) consists of additions to tangible and intangible xed assets

during the nancial year, before depreciation, amortization and any re-measurements. Additions resulting

from business combinations are also included. We have concluded that our denominator for capital

expenditure, as dened in the EU Taxonomy regulation, total $212.0 million. CapEx can be reconciled to

the Financial Statements note 4, Property, plant and equipment, and note 5, Intangible assets. Goodwill

is not included in CapEx as it is not dened as an intangible asset in accordance with IAS 38.

Operating expenditure eligibility assessment

Management reviewed both core and non-core activities related to operating expenditure (“OpEx”) and

assessed there were no assets or processes associated with Taxonomy-eligible activities. These activities

do not contribute to climate adaptation or climate mitigation; therefore, they are not taxonomy-eligible

activities. Therefore, as eligibility is nil, alignment is also considered nil.

The operating expenditure KPI is calculated by the proportion of the operating expenditure associated

with Taxonomy-eligible activities (numerator) divided by Meltwater’s total OpEx (denominator). Taxonomy-

eligible operating expenses (numerator) is dened as any of the following: related to assets or processes

that are associated with Taxonomy eligible activities; part of a plan to expand Taxonomy-eligible

activities; related to the purchase of output of Taxonomy-aligned economic activities and to individual

measures enabling the target activities to become low-carbon or to lead to greenhouse gas reductions as

well as individual building renovation measures and provided that such measures are implemented and

operational within 18 months.

2022 Annual Report 50

Total operating expenses (denominator) consists of the following: direct non-capitalized costs that relate

to research and development, building renovation measures; short-term lease; maintenance and repair;

and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and

equipment. We have concluded that our denominator for operating expenditures, as dened in the

EU Taxonomy, total $58.5 million. Costs with respect to OpEx are recognized in line with IFRS and are

reported as part of research and development expenses and general and administrative expenses in the

Income Statement within the Consolidated Financial Statements.

Eligible activities for climate change mitigation and climate change adaptation

Meltwater concluded that its activities related to turnover, capital expenditure and operating expenditure

are not included in the current EU taxonomy regulation under climate change mitigation and climate

change adaptation environmental objectives.

Reporting on KPIs

1

REVENUE CAPEX OpEx

Eligible 0.00% 0.00% 0.00%

Non-eligible 100.00% 100.00% 100.00%

Aligned 0.00% 0.00% 0.00%

Non-aligned 100.00% 100.00% 100.00%

1. The table above is a simplied version of the tables presented in Annex II of Commission Delegated Regulation (EU) 2021/2178, which provide a template for

disclosing the KPIs for non-nancial undertakings. We note that eligibility and alignment is zero for the CCM and CCA environmental objectives, and secondly,

eligibility and alignment for the remaining four environmental objectives has not been calculated yet and is not compulsory for this nancial year. In future years

with the expansion of the EU Taxonomy disclosures, we are committed to the ongoing assessment of our Taxonomy eligibility and alignment. Should we have economic

activity that is eligible/aligned, we will ensure to disclose the turnover, CapEx, and OpEx KPIs in the Annex II table.

Economic impact

The Company is a global provider with international operations. With over 27,000 clients and employees

in 50 oces across six continents, the Group has positive impacts on economies worldwide – this includes

job creation and salaries, taxes, vendor purchases, R&D, social investments, and more.

The Company’s direct economic value generation (including revenue, R&D expenses, operating expenses,

labor costs, income tax) can be found in the nancial review section. See the Non-nancial information

section (Social matters and Employee matters subsections) for more on social investments and job

creation.

2022 Annual Report 51

Jørn Lyseggen

Executive Chair

David Faugno

Senior non-executive director

Mattias Erik Holmström

Non-executive director

Sang Kim

Non-executive director

Erik Langaker

Non-executive director

Stefanie Witte

Non-executive director

Statements by the Board of Directors

Meltwater’s consolidated and company nancial statements for 2022 have been prepared in accordance

with IFRS as adopted by the EU and with Part 9, Book 2 of the Dutch Civil Code.

In accordance with best practice provision 1.4.3 of the Dutch Code and based on the evaluation carried

out, the Board of Directors declares that, to the best of its knowledge:

a the Board of Directors report provides sucient insights into any failings in the eectiveness

of the internal risk management and control systems (please refer to section ‘Risk management’);

b the internal risk management and control systems are designed to provide reasonable assurance

that the nancial reporting does not contain any material inaccuracies (please refer to section

‘Internal control systems’);

c based on the current state of aairs, it is justied that the nancial statements are prepared

on a going concern basis please section ‘Financial statements’); and

d the Board of Directors report states those material risks and uncertainties that are relevant

to the expectation of the Company’s continuity for the period of twelve months after the

preparation of this annual report (please refer to section ‘Risk management’).

As required by Section 5:25c paragraph 2(c) of the Dutch Financial Supervision Act,

the Board of Directors declares that, to the best of its knowledge:

a the nancial statements provide a true and fair view of the assets, liabilities, nancial positions

and prot or loss for the year of the Company and its enterprises included in the consolidation

taken as a whole;

b the Board of Directors report provides a fair view of the position at the balance sheet date

and developments during the year under review of the Company and its enterprises included

in the consolidation taken as a whole, together with a description of the principal risks

confronting Meltwater.

2022 Annual Report 52

Governance Report

The Company is a Dutch public company with limited liability (naamloze

vennootschap). The Company is the ultimate parent company of the Group.

Details of the Company’s signicant subsidiaries are disclosed in note 29 to

the consolidated nancial statements.

The Company has adopted and implemented a corporate governance

regime which in all material respects complies, except as set out below,

with the Code of Practice for Corporate Governance last updated 14

October 2021 (the “Norwegian Code”). Furthermore the Company has

adopted, except as set out below, the best practice provisions of the Dutch

Corporate Governance Code dated 8 December 2016 (the “Dutch Code”),

which contains principles and best practice provisions for listed companies

that regulate relations between, inter alia, the board of directors of the

Company (the “Board of Directors”) and its committees and the relationship

with the general meeting of the Company. An updated Dutch Code was

published on 20 December 2022. The updated Dutch Code applies to the

nancial year that starts on or after 1 January 2023.

In this governance report the Company addresses its overall corporate

governance and discloses any material departure from the best practice

provisions of the Norwegian Code and the Dutch Code and the reasons

for such departure.

The Netherlands is the Company’s home member state for the purposes

of the EU Transparency Directive (Directive 2004/109/EC, as amended).

2022 Annual Report 53

Board of directors

NAME AGE POSITION SINCE TERM

Jørn Lyseggen 54

Executive Chair

and executive

director

2011 Indenite

David Faugno 53

Senior Non-

Executive

Director

2019 Indenite

Mattias Erik

Holmström

40

Non-executive

director

2017 Indenite

Sang Kim 52

Non-executive

director

2021 Indenite

Erik Langaker 59

Non-executive

director

2021 2025

Stefanie Witte 49

Non-executive

director

2021 2025

Composition and powers

The Company maintains a one-tier board consisting of executive directors and non-executive directors.

The executive directors are responsible for the day-to-day management of the Company. The non-

executive directors supervise and advise the executive directors. The board as a whole is responsible

for the strategy and the management of the Company. Dutch law provides that resolutions of the Board

of Directors involving major changes in the Company’s identity or character are subject to the approval

of the general meeting.

As per 31 December 2022, the Board of Directors comprises one executive director, being the Executive

Chair and ve non-executive directors. In accordance with the articles of association of the Company

the Board of Directors designated one of the non-executive directors as Senior Non-Executive Director.

Other than Mattias Holmström and Jørn Lyseggen, who are aliated with the Company’s major

shareholders (Altor Fund III, through Big Data Holding Ltd., and Fountain Venture AS and BIPRO

AS, respectively), all directors are independent from the Company and its main shareholders. The

independence requirements of the Norwegian Code and Dutch Code are both met.

As at the date of this annual report, the Board of Directors comprises the following directors:

2022 Annual Report 54

Director biographies

Jørn Lyseggen

Non-independent Executive Chair and Executive Director

Jørn Lyseggen (male) was born in 1968 and has the Norwegian nationality. Jørn Lyseggen is the

Executive Chair of the Company, a position he has held since 15 November 2011. He is a Norwegian serial-

entrepreneur and the Executive Chair and founder of the Company. He began his career as a research

scientist in articial intelligence at the Norwegian Computing Center. Meltwater is Lyseggen’s fourth start

up. He is also member of the board of Meltwater Entrepreneurial School of Technology (“MEST”).

David Faugno

Independent Senior Non-Executive Director

David Faugno (male) was born in 1970 and has the American nationality. David Faugno is the Senior Non-

Executive Director of the Company. He is a non-executive director since 1 July 2019. He has more than 26

years of management experience, including as CFO of Barracuda Networks and EVP and CFO of Qualtrics.

He is currently a board member of Eagle Eye Networks and Browserstack.

Mattias Erik Holmström

Non-independent Non-Executive Director

Mattias Erik Holmström (male) was born in 1983 and has the Swedish nationality. He is a non-executive

director of the Company, a position he has held since 16 February 2017. Mattias Holmström is a Partner at

Altor and is, among others, a board member of Meltwater, QNTM, ARC, Silo AI, Raw Fury, Hesehus, Raptor

and Transcom. He has extensive experience as a private equity investor and board member for over 10

years with Altor and working with Meltwater since Altor Fund III’s investment in 2012, as well as working as

strategy consultant with Booz & Company for 2 years.

Sang Kim

Independent Non-Executive Director

Sang Kim (male) was born in 1970 and has the American nationality. He is a non-executive director of the

Company, a position he has held since 3 December 2021. He is a partner at DLA Piper LLP and a member of

the rm’s global board and US management committee. He serves as the US head of the rm’s Markets and

Sectors. Outside the rm, Sang serves as the Chair of the Bronx Science Foundation which is dedicated to

supporting one of the leading specialized high schools in New York City.

Erik Langaker

Independent Non-Executive Director

Erik Langaker (male) was born in 1963 and has the Norwegian nationality. He is a non-executive director

of the Company, a position he has held since 30 June 2021. Erik is an investor and entrepreneur with

signicant experience from various directorships in both listed and private companies in Scandinavia

and the rest of world. Erik chaired the boards of Stormgeo Group, Datarespons (listed on Oslo Børs), EPC

Plc (now Verra Mobility, listed on NASDAQ) and CMR Surgical (UK) Ltd and served as board member of

HitecVision, Seram Coating, Aschehoug publishing AS, Link Mobility Group (listed on Oslo Børs) and ELOP

Group (listed on Oslo Børs). Erik Langaker has been a member of the association of certied nancial

analysts in Norway since 1987. He is currently the chair of Vestland Group, Pragmatic Semiconductor (UK)

Ltd, Papiry Group, Kezzler and ComplAI as. He is also a board member of Zalaris ASA (listed on Oslo Børs)

and Resoptima AS.

Stefanie Witte

Independent Non-Executive Director

Stefanie Witte (female) was born in 1973 and has the German nationality. She is a non-executive director

of the Company, a position she has held since 30 June 2021. Stefanie has been working for more than 11

years at Google, most recently as Director for ChromeOS Consumer, where she is responsible for DACH,

Nordics and Poland. Prior to that she worked among others in Business Development for Novartis and as a

consultant at McKinsey & Company. She is also an advisory board member at Cloudberry Clean Energy

ASA and Myneva Group GmbH.

2022 Annual Report 55

Appointment, suspension and dismissal of directors

The articles of association of the Company provide that the number of directors shall be determined by

the Board of Directors. The Board of Directors will designate one of the executive directors as Executive

Chair. In the event only one executive director has been appointed the sole executive director will also act

as Executive Chair. Furthermore, the Board of Directors will designate one of the non-executive directors

as Senior Non-Executive Director.

Directors are appointed by the general meeting pursuant to a binding nomination of the Board of

Directors. If a director is to be appointed, the Board of Directors shall nominate one or more candidates.

A resolution of the general meeting to appoint a director in accordance with a nomination by the Board

of Directors shall be adopted by absolute majority of the votes cast. The general meeting may at all times

overrule the binding nature of such a nomination by a resolution adopted by a majority of at least half of

the votes cast, provided such majority represents more than half of the Company’s issued capital.

The articles of association of the Company provide that a director may be suspended or dismissed as a

director by the general meeting at any time. A suspension by the general meeting can be ended by the

general meeting at any time.

Unless at the proposal of the Board of Directors, a resolution of the general meeting to suspend or dismiss

a director requires a resolution adopted by a majority of at least half of the votes cast, provided such

majority represents more than half of the Company’s issued capital.

Diversity

The Company recognizes the benets of having a diverse Board of Directors and sees diversity at Board

of Directors level as an important element in maintaining a competitive advantage. As such, the Board of

Directors has adopted a diversity policy. The diversity policy will be taken into account when considering

the appointment and reappointment of directors.

The Board of Directors is comprised of ve non-executive directors; four men (80%) and one woman

(20%). Refer to Diversity section (under Non-Financial information) of the Director’s Report for gender

representation on the Board including executive directors. As of 31 December 2022, women make up 49%

of Group’s employee base and ll 41% of leadership positions, which is well above the industry average.

The diversity policy will provide that a diverse Board of Directors will include, and make use of, dierences

in the background, gender, geographical and industry experience, skills and other distinctions between

directors. These dierences will be considered in determining the composition of the Board of Directors

and, when possible, will be balanced appropriately. Board of Directors’ appointments are made on merit,

in the context of the diversity, experience, independence, knowledge and skills the Board of Directors

as a whole requires to be eective. The Board will review the diversity policy, including its eectiveness,

periodically and recommend revisions if appropriate.

Board of directors rules

The Board of Directors has adopted rules with respect to the holding of meetings by and the decision-

taking process of the Board of Directors and other matters concerning the Board of Directors, its

committees and the directors.

Where unanimity cannot be reached, all resolutions of the Board of Directors are adopted by an absolute

majority of the votes cast, unless the law, the articles of association or the Board of Directors rules provide

otherwise. Resolutions of the Board of Directors require approval of the general meeting when these relate

to an important change in the identity or character of the Company or its enterprise. A director may only

be represented by another director authorized in writing. Each director shall have one vote.

2022 Annual Report 56

Indemnication

The articles of association include provisions regarding the indemnication, to the extent permissible by

the rules and regulations applicable to the Company, of current and former directors against reasonable

actual costs, including the reasonable actual costs of legal counsel, made by a director or former

director in connection with a dispute resulting from the act or the failure to act of a director or former

director in the performance of his/her duties and in which a director or former director has become

personally involved.

There shall, however, be no entitlement to reimbursement and any person concerned will have to repay the

reimbursed amount if and to the extent that: (i) if a Dutch court of law has rendered an irrevocable ruling

to the eect that the costs are the result of willful (opzettelk), intentionally reckless (bewust roekeloos)

or seriously culpable (ernstig verwtbaar) conduct on the part of the director or former director, unless

Dutch law provides otherwise or this would, in the view of the circumstances of the case, be unacceptable

according to standards of reasonableness and fairness (redelkheid en billkheid); (ii) when it concerns a

dispute initiated by or on behalf of the director or former director against the Company, any of the Group

Companies or a third party, primarily aimed at pursuing a claim on his / her own behalf; or (iii) when the

costs are covered by an insurance for the benet of the director or former director.

Conicts of interest

Dutch law provides that a member of the board of a Dutch public company with limited liability, such as

the Company, may not participate in the adoption of resolutions (including deliberations in respect of

these) if he or she has a direct or indirect personal interest conicting with the interests of the company.

Such a conict of interest in any event exists if in the situation at hand the director is deemed to be

unable to serve the interests of the company and the business connected with it with the required level of

integrity and objectivity. Pursuant to the articles of association, any director shall immediately report any

(potential) conict of interest to the Board of Directors and shall provide all information relevant to the

(potential) conict.

Jørn Lyseggen (Executive Chair) is the Company’s largest shareholder. Mattias Erik Holmström

(non-executive director) is independent from management, but not independent of a major shareholder

as he is appointed to the board of directors by Altor Fund III (through Big Data Holding Limited).

Other than set out above, during the year under review, no conict of interests matters occurred with

respect to the Company and its directors.

Related party transactions

The Company has a related party transactions policy providing for procedures for directors to notify a

potential related party transaction. Potential related party transactions shall be subject to review by and

approval of the Board of Directors in accordance with Dutch law. The Board of Directors may approve

the related party transaction only if it determines that it is in the interests of the Company and its

aliated business.

Related party transactions include transactions between the Group and “related parties” as dened in

the related party transactions policy, including, one or more shareholders representing 10% of the issued

share capital in the Company, a director and any parties qualifying as such in accordance with IFRS

(IAS 24 – Related Party Disclosures).

The Executive Chair is a director at the Meltwater Foundation and MEST, both of which are not-for-prot

organizations. The Company made charitable contributions of US$2.1 million and US$2.5 million to

Meltwater Foundation in 2022 and 2021, respectively. These contributions were made with the restriction

that the funds would be donated to MEST. These contributions were made in compliance with the related

party transactions policy of December 2021, in accordance with the established processes, and the

charitable contribution arrangement since Meltwater Foundation and MEST were founded in 2008.

2022 Annual Report 57

Jørn Lyseggen is also a founder of Shack15. In February 2019, the Company entered into a 3-year

agreement to partner with and sublease oce space from Shack15. In August 2019, and December 2020,

the Company amended the agreement to extend the terms of the sublease, which is expected to end

in June 2023. The extension was provided at no additional cost as the space was not accessible during

the Covid-19 pandemic and has since been used by Meltwater employees for oce space, department

all hands meetings, marketing events, company board meetings, external party meetings. The total

obligation during the term is US$6 million, which was already settled in 2020 before the company’s listing

on the Euronext Growth market in December of that year.

Board of directors committees

The Board of Directors has two permanent committees that discuss specic issues and prepare items on

which the full Board of Directors takes decisions. The chair of each committee reports on the main points

of discussion and the resulting recommendations are discussed at the subsequent Board of Directors

meeting. The two permanent committees are:

01 The audit committee

02 The remuneration committee

In addition, the Board established a temporary special committee to discuss indicative strategic

proposal received from various third parties following the issue of a press release by the Company on

15 September 2022 to announce the appointment of J.P. Morgan and DNB Bank ASA and the review of

strategic alternatives.

The audit committee, the remuneration committee and the special committee consist of non-

executive directors.

01

Audit committee

• David Faugno (chair)

• Sang Kim

• Erik Langaker

The audit committee advises the Board of Directors and prepares decision-making on matters such as the

supervision of the integrity and quality of the nancial reporting and the eectiveness of the internal risk

management and control systems.

All members of the audit committee, including the chair, are considered to be independent within the

meaning of the Norwegian Code and the Dutch Code and David Faugno is a nancial expert. The audit

committee as a whole has competence relevant to the sector in which the Company operates.

The chief nancial ocer, the head of the internal audit department and the external auditor shall attend

the audit committee meetings, unless the audit committee determines otherwise. The audit committee

decides whether and, if so, when the Executive Chair and the chief executive ocer shall attend audit

committee meeting. The audit committee shall meet as often as deemed necessary for the proper

functioning of the audit committee and at least four times a year. The audit committee shall meet with the

external auditor as often as it considers necessary but shall meet at least once a year with the external

auditor without the Board of Directors being present.

2022 Annual Report 58

In 2022, the audit committee met thirteen times. At these meetings several matters were discussed.

The main issues related to the:

• strategic reviews;

• review and approval of annual, half-yearly and quarterly nancial statements,

trading update and earnings reports;

• review and appointment of Deloitte Accountants B.V. for the design and implementation

of company-wide internal controls environment;

• oversight on the internal control project implementation and progress thereof;

• group entity structure streamline and tax optimization;

• EU ESG and sustainability;

• operationalized whistleblowing policy;

• statutory audit of group subsidiaries;

• review process for related party transactions;

• information on the nancial and economic situation of the Group;

• information on the external audit function;

• the audit plan for 2022; and

• risks management.

02

Remuneration committee

• Mattias Erik Holmström (chair)

• David Faugno

• Stefanie Witte

The remuneration committee advises the Board of Directors on remuneration matters including the

remuneration policy for the directors, the remuneration of the executive director and management

remuneration structures including incentives programs. In addition, the remuneration committee is

a sounding board to management on specic employee remuneration topics.

All members of the remuneration committee are independent within the meaning of the Dutch Code and

the Norwegian Code, except for Mattias Holmström, who is aliated with one of the Company’s major

shareholders (Altor Fund III, through Big Data Holding Ltd.).

In 2022 the remuneration committee met ve times. At these meetings, several matters were discussed,

including formalizing of the workplan inclusive of the role of the committee, the establishment of

the remuneration of the executive director and the preparation of a new long term equity incentive

plan as replacement of the Company’s equity incentive plan 2011. In consultation with the Board, the

remuneration committee appointed a leading executive compensation expert rm to advise on the new

equity incentive plan. The remuneration committee met several times with the expert rm to discuss the

new equity incentive plan and made a set of recommendations to the Board.

2022 Annual Report 59

03

Special committee

• Sand Kim (chair)

• David Faugno

• Erik Langaker

• Stefanie Witte

The special committee was mandated to review and discuss with the Board and external advisers

the developments and steps to be taken in relation to strategic proposals received from various third

parties, to monitor the process, to monitor the interests of all of the Company’s stakeholders, including

the minority shareholders, and to prepare the decision-making regarding a potential transaction in the

full Board.

On 18 January 2023, the Board of Directors issued a press release that it concluded its strategic review

and unanimously recommended an intended voluntary oer from MW Investment B.V. to acquire all

shares of the Company.

General meetings

At least one annual general meeting shall be held every year, which meeting shall be held within six

months after the close of the nancial year. Additional general meetings will be held as often as the

Board of Directors considers such to be necessary. All convocations of the general meetings and all

announcements, notications and communications to shareholders shall be made available on the

Company’s corporate website. Notice of a general meeting must be given by at least 42 days prior to

the day of the meeting. General meetings must be held in the Netherlands in Amsterdam, Rotterdam, The

Hague, or Haarlemmermeer (including Schiphol Airport). At general meetings, each share confers a right

to cast one vote.

Shareholders representing alone or in aggregate at least 10% of the issued and outstanding share capital

may request that a general meeting be convened. If no general meeting has been held within eight weeks

of the shareholders making such request, the shareholders making such request may, upon their request,

be authorized by the district court in summary proceedings to convene a general meeting.

Shareholders holding at least 3% of the Company’s issued and outstanding share capital may request,

by a motivated request, that an item is added to the agenda. Such requests must be made in writing,

must either be substantiated or include a proposal for a resolution, and must be received by the Executive

Chair at least 60 days before the day of the general meeting. No resolutions may be adopted on

items other than those that have been included in the agenda (unless the resolution would be adopted

unanimously during a meeting where the entire issued capital of the Company is present or represented).

Pursuant to the Dutch Code, if one or more shareholders intend to request that an item be put on the

agenda for a general meeting that may result in a change in the Company’s strategy, for example as a

result of a proposed dismissal of one or more executive directors or non-executive directors, the Board of

Directors may invoke a reasonable response time that does not exceed 180 days from the moment the

Board of Directors is informed by one or more shareholders of their intention to put an item on the agenda

to the day of the general meeting at which the item is to be dealt with. The relevant shareholder(s) should

respect the response time invoked by the Board of Directors. The Board of Directors shall use the response

time for further deliberation and constructive consultation, in any event with the relevant shareholder(s)

and shall explore alternatives. At the end of the invoked response time, the Board of Directors shall report

on the outcome of such deliberation and consultation to the general meeting. The response time may

only be invoked once for any given general meeting and shall not apply to an item in respect of which the

2022 Annual Report 60

response time has previously been invoked, or to a general meeting where a shareholder holds at least

three-quarters of the issued capital as a consequence of a successful public oer.

Issuance of shares and pre-emptive rights

Resolutions to issue shares shall be adopted by the general meeting or, if the general meeting authorizes

the Board of Directors to do so, by the Board of Directors. A resolution of the general meeting to issue

shares or to designate the Board of Directors, as the competent body to issue shares, can only be

adopted with an absolute majority. The foregoing also applies to the granting of rights to subscribe for

shares, such as options, but does not apply to the issue of shares to a person exercising a previously

acquired right to subscribe for shares. The resolution authorizing the Board of Directors must specify the

number of shares which may be issued (which may be expressed as a percentage of the issued capital).

An authorization by the general meeting to issue shares must state the term for which it is valid, which

term may not be longer than ve years. The authorization may be renewed in each case for another

maximum period of ve years. Unless provided otherwise in the authorization, it may not be withdrawn.

The Company may not subscribe for its own shares on issue.

Pursuant to a resolution adopted by the general meeting, the Board of Directors has been granted the

authority for a period of 18 months commencing on 7 December 2021, to resolve to issue shares (either in

the form of stock dividend or otherwise) and/or grant rights to acquire shares up to (a) a maximum of 10%

of the issued shares as at 7 December 2021 for general corporate purposes and (b) a maximum of 10% of

the issued shares as at 7 December 2021 for M&A transactions.

Upon the issue of shares or the granting of rights to subscribe for shares, each holder of shares shall have

a pre-emptive right in respect of the shares to be issued, in proportion to the number of shares held by it.

Exceptions to these pre-emptive rights include: (i) the issue of shares against a contribution in kind, (ii) the

issue of shares to employees of the Company or of a group company (groepsmaatschapp) pursuant to

an employee share scheme or as an employee benet, and (iii) the issue of shares to persons exercising a

previously granted right to subscribe for shares.

Pursuant to the articles of association, the pre-emptive rights may be restricted or excluded pursuant to

a resolution of the general meeting. The proposal to this eect must explain in writing the reasons for the

proposal and the intended issue price. The pre-emptive right may also be restricted or excluded by the

Board of Directors if the Board of Directors has been authorized by a resolution of the general meeting

for a limited period of time of no longer than ve years to restrict or exclude the pre emptive right. Unless

provided otherwise in the authorization, it may not be withdrawn. A resolution of the general meeting to

restrict or exclude the pre-emptive right to shares or to issue an authorization to restrict or exclude the

pre-emptive right requires a majority of at least two-thirds of the votes validly cast if less than 50% of the

issued share capital is represented at the general meeting.

Pursuant to a resolution adopted by the general meeting, the Board of Directors has been granted the

authority for a period of 18 months commencing on 7 December 2021, to resolve to restrict or exclude

the pre-emptive rights of shareholders in relation to the issue of, or the grant of rights to subscribe for,

shares for which the Board of Directors has been authorized by the general meeting to resolve to issue, as

described above.

Major shareholders

Dutch law requires shareholders to report their holdings in Dutch listed companies to the AFM if they

exceed 3% of total issued share capital (and at certain higher thresholds). As per the VPS register, ve

shareholders held a position in the Company of 3% or more of total issued and outstanding share capital

2022 Annual Report 61

per 31 December 2022: Jørn Lyseggen (via Fountain Venture A.S.) (29.95%), Big Data Holding Limited

(13.26%), The Bank of New York Mellon SA/NV (6.56%), Arneson Haugen Holding AS (5.22%), BIPRO AS

(3.08%) and as per the Company’s Dutch shareholders’ register, one shareholder held a position in the

Company of 3% or more per 31 December 2022: Meltwater Partners AS (3.02%).

The articles of association do not provide for any specic provisions beyond those required by applicable

law and regulation to ensure that control by the major or controlling shareholders is not abused.

Dividend policy and dividend

The Company does not have a dividend policy and does not anticipate paying dividends to its

shareholders in the foreseeable future. The Company has not paid any dividend during the nancial

years ended 31 December 2022 and 2021 and does not intend to propose any dividend for the nancial

year 2022.

If the Company does decide to pay dividends in the future, a distribution of dividends may only take

place after the adoption of the annual accounts by the general meeting that show that the distribution is

allowed, or, in the case of an interim dividend, it appears from an interim statement of assets signed by

the Board of Directors that the Company’s equity does not fall below the sum of called-up and paid-up

share capital and any statutory reserves.

Control systems

The Statements by the Board of Directors conrm with best practice provision 1.4.3 of the Dutch Corporate

Governance Code. The information concerning the main features of Meltwater’s risk management and

control systems relating to the nancial reporting process, as required by article 3a(a) of the Decree, can

be found in the ‘Internal control systems’ and ‘Risk management’ sections of the Director’s Report.

Compliance with corporate governance codes

Since the Company has its seat in the Netherlands and its shares are listed on the Oslo Børs, the

Company has decided to implement a corporate governance regime in line with both the Norwegian

Code and the Dutch Code. The full text of the Norwegian Code is available on www.nues.no and the full

text of the Dutch Code is available on www.mccg.nl. The Board of Directors is responsible for ensuring

satisfactory corporate governance.

In accordance with article 2a(3) of the decree on the content of the management report (Besluit inhoud

bestuursverslag) this Governance Report is deemed to be part of the annual report, including the annual

nancial statements for the year ended 31 December 2022.

Both the Norwegian and the Dutch Code are based on a ‘comply or explain’ principle. Accordingly,

companies are required to disclose in their board report whether or not they are complying with the

various best practice provisions of the code. If a company deviates from a best practice provision in the

code, the reason for such deviation must be properly explained in its directors’ report.

Norwegian code

The Company has adopted and implemented a corporate governance regime which in all material

respects complies with the Norwegian Code. The Company complies in all material respects with the

principles of the Norwegian Code, except for the following provisions:

2022 Annual Report 62

• Provision 3(4) (mandate granted to the board of directors): The Company does not comply

with provision 3(4) which provides that mandates granted to the board of directors to increase the

company’s share capital or to purchase own shares should be limited in time to no later than the date

of the next annual general meeting. Instead, the Company complies with the Dutch market practice to

grant this authority for a period of eighteen months.

• Provision 7 (nomination committee): The Company deviates from provision 7 which provides that the

company should have a nomination committee. The Board of Directors has not established a selection

and appointment, since most Directors are appointed for an indenite period of time and if a vacancy

arises, the non-executive directors will full this role.

• Provision 8 (board of directors: composition and independence): The Company partly deviates

from provision 8 which provides that the board of directors should not include executive personnel and

the term of oce should not be longer than two years at the time. Under Dutch law, it is required that a

one-tier board includes at least one executive director and the Company complies with the provisions of

the Dutch Code in relation to the term of oce.

• Provision 11(2) (remuneration board of directors): The Company deviates from provision 11(2)

which provides that the remuneration of the board of directors should not be linked to the company’s

performance. The non-executive directors will receive their remuneration in the form of restricted share

units to ensure alignment between the non-executive directors and the Company’s value creation.

• Provision 12(2) (remuneration of executive personnel): The Company deviates from provision 12(2)

which provides that the remuneration of the executive personnel should be subject to an absolute limit.

In line with competitors and peers, the Company uses options and RSUs as part of the compensation

packages. These are linked to share price performance.

Dutch code

The Company complies in all material respects with the principles of the Dutch Code,

except for the following provisions:

• Best practice provisions 2.2.1 and 2.2.2 (term directors): The Company does not comply with best

practice provision 2.2.1, since most Directors are appointed for an indenite period of time. Currently,

the Board of directors does not believe there is a driving interest in limiting the members to the four-

year terms. The Board of directors believes that a depth of history and knowledge of the Company,

which can be developed through long-term service, continues to be key to an eective oversight of the

Company. The Board of directors revisits the provisions in its governing documents regularly and may

determine that limitations of the term for directors is appropriate.

• Best practice provision 2.2.4 (succession): The Company partly deviates from best practice provision

2.2.4 which provides that the non-executive directors should draw up a retirement schedule in order

to avoid, as much as possible, non-executive directors retiring simultaneously and that the retirement

schedule should be published on the website. The non-executive directors have not drawn up a

retirement schedule, since most Directors are appointed for an indenite period of time.

• Best practice provision 2.3.2 (establishment of committees): The Company partly deviates from

best practice provision 2.3.2, which provides that if the board consists of more than four members,

it shall appoint an audit committee, a remuneration committee and a selection and appointment

committee. The Board of directors has not established a selection and appointment, since most

Directors are appointed for an indenite period of time and if a vacancy arises, the non-executive

directors will full this role.

• Best practice provision 2.3.4 (composition of the committees): The Company partly deviates from

best practice provision 2.3.4, which provides that the audit committee and the remuneration committee

should not be chaired by the chairman of the Board or by a former executive director. Since the

2022 Annual Report 63

Company has an Executive Chair, the Company believes that the audit committee could best be chaired

by the Senior Non-Executive Director, an independent non-executive director and nancial expert.

• Best practice provision 2.3.6.ii (vice-chairman): The Company does not comply with best practice

provision 2.3.6.ii, which provides that the non-executive directors elect a vice-chairman. The Company

has no vice-chairman, but instead has an Executive Chair and a Senior Non-Executive Director.

• Best practice provision 2.3.10 (company secretary): The Company does not comply with best

practice provision 2.3.10, which provides that a non-executive directors are supported by a company

secretary. No company secretary has been appointed. The non-executive directors are instead

supported by the general counsel and outside counsel.

• Best practice provisions 3.1.2.v (remuneration policy): The Company partly deviates from best

practice provision 3.1.2.vii, which provides that share options cannot be exercised during the rst three

years after they are awarded. The Company grants rights to shares in the form of restricted share

units with a four-year vesting schedule, part of which vest before, and part of it vest after, the third

anniversary of the award, which is in line with the market practice for restricted share unit plans and

applies in the same way to other eligible employees of the Company.

• Best practice provision 3.2.3 (severance payments): The Company does not comply with best

practice provision 3.2.3, which provides that the remuneration of executive directors in the event of

dismissal should not exceed one year’s salary (the ‘xed’ remuneration component). The agreement

of the Executive Chair provides for an agreed compensation and benets through 31 December 2023

upon termination of his position as Executive Chair. This compensation was agreed with the Executive

Chair before the Company’s shares were listed on a regulated market and the Company wishes to full

existing arrangements.

• Best practice provisions 3.3.2 (remuneration non-executive directors): The Company does not

comply with best practice provision 3.3.2, which provides that non-executive directors may not be

awarded remuneration in the form of shares and/or rights to shares. The non-executive directors will

receive their remuneration in the form of restricted share units to ensure alignment between the non-

executive directors and the Company’s value creation.

• Best practice provisions 4.3.3 (cancelling the binding nature of a nomination or dismissal):

The Company does not comply with best practice provision 4.3.3, which provides that the general

meeting of shareholders of a company not having statutory two-tier status (structuurregime) may

pass a resolution to cancel the binding nature of a nomination for the appointment of an executive or

non-executive director by an absolute majority of the votes cast. It may be provided that this majority

should represent a given proportion of the issued capital, which proportion may not exceed one-third.

To respect the interests of the founder, the Company’s articles of association provide that the general

meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by

a majority of at least half of the votes cast, provided such majority represents more than half the issued

share capital of the Company.

Disclosures pursuant to decree article 10 EU-Directive on takeovers

In accordance with the Dutch Takeover Directive (Article 10) Decree (Besluit artikel overnamerichtln, the

“Decree”), the Company makes the following disclosures:

a As of 31 December 2022, the issued share capital of the Company consisted of 298,397,819 shares

with a par value of €0.01 each. As of 31 December 2022, the Company owned 12,994,128 treasury

shares. Treasury shares are not entitled to dividend and there are no voting rights attached to

these shares.

2022 Annual Report 64

For information on the rights attached to shares reference is made to the articles of association

which can be found on the Company’s website. To summarize, the rights attaching to shares

comprise pre-emptive rights upon the issue of shares, the right to attend to the general meetings of

the Company and to speak and vote at such meetings and to resolve on and the entitlement to the

distribution of such amount of the Company’s prot as remains after allocation to the reserves. All

shares rank pari passu and will have equal rights and obligations with respect to all matters.

b The Company has imposed no limitations on the transfer of shares. Part of the Company’s

shares are held by Stichting Administratiekantoor Meltwater Holding, a Dutch foundation (the

“Foundation”), who issued Dutch depositary receipts for Company shares (certicaten van

aandelen, “STAK DRs”) to eligible employees and contractors in accordance with the Company’s

stock purchase plan adopted in December 2008, as amended in 2010 and 2011 (the “SPP”).

Pursuant to the SPP, a restricted period may be imposed during which period a participant

may not transfer or create any encumbrance over any STAK DR. Generally, STAK DRs are freely

transferable once they are vested.

c For information on participations in the capital of the Company for which a disclosure obligation

exists under Sections 5:34, 5:35 and 5:43 of the Dutch Financial Supervision Act (Wet op het

nancieel toezicht), please see the section ‘Major shareholders’ in this governance report. There

you will nd a list of shareholders who are known to the Company to have holdings of three

percent or more at the stated date.

d No special control rights or other rights accrue to shares in the capital of the Company.

e In accordance with the SPP, the Foundation issued STAK DRs to employees and contractors.

The Board of Directors of Meltwater manages the SPP. The Foundation enables the Company to

separate the benecial and economic rights from the voting rights of the Company’s shares by

issuing STAK DRs for each Company share it holds. The holders of the STAK DRs are entitled to

the benecial and economic rights of the Company shares and the board of the STAK is entitled

to exercise the voting rights attached to the Company shares. While the shares are held by the

Foundation on trust, pursuant to the SPP the Foundation shall take all reasonable steps in respect

of any vote on the shares to seek and comply with any direction from any of the participants as to

the exercise of such voting rights on the shares which correspond to the Participant’s STAK DRs.

f No restrictions apply to voting rights attached to the shares in the capital of the Company. No

shareholder will have any voting rights dierent from any other shareholders. The articles of

association allow the Company to cooperate in the issuance of registered depositary receipts for

shares, but only pursuant to a resolution to that eect by the Board of Directors.

g The Company is not aware of the existence of any agreements with shareholders of the Company

which may result in restrictions on the transfer of shares or depositary receipts or the limitation of

voting rights, other than the SPP.

h The rules governing the appointment and dismissal of directors are stated in the articles of

association. All directors are appointed by the general meeting. The Board of Directors nominates

a candidate for each vacant seat. A nomination by the Board of Directors will be binding as

described above in the section ‘Appointment, Suspension and Dismissal of Directors. Directors are

appointed for a period of time to be determined by the general meeting.

The general meeting may at any time dismiss or suspend any director. If the Board of Directors

proposes the dismissal of a director to the general meeting, the general meeting can resolve upon

such dismissal by resolution adopted by an absolute majority of the votes cast.

If the Board of Directors has not made a proposal for the dismissal of a director, the general

2022 Annual Report 65

meeting can only resolve upon the dismissal of such director by resolution adopted by majority of

at least half of the votes cast, representing more than half of the issued capital of the Company.

Executive directors may at all times also be suspended by the Board of Directors.

The rules governing an amendment of the articles of association are included in article 29 of the

articles of association and require a resolution of the general meeting.

i The general powers of the Board of Directors are stated in articles 15.6 and 15.7 of the articles

of association. Pursuant to article 18.1 of the articles of association, the general authority to

represent the Company is vested in the Board of Directors, the Executive Chair, acting solely and

all executive directors acting jointly.

The Board of Directors has been granted the authority to issue shares and to limit or exclude pre-

emptive rights as described above in the section ‘Issuance of shares and pre-emptive rights.’

The Company is entitled to acquire fully paid-up shares in its capital. The terms and conditions

for the acquisition of shares by the Company in its capital are set out in article 9 of the articles

of association. The Board of Directors has been granted the authority for a period of 18 months

commencing 7 December 2021, to acquire, in one or more transactions, fully paid shares or

depositary receipts (whether or not listed) in the Company’s capital either through a purchase on

a multilateral trading facility, stock exchange or otherwise up to a maximum of 10% of the total

issued share capital of the Company as at the calendar day following the date of conversion, for

a minimum price, excluding expenses, of the nominal value of the shares or depositary receipts

concerned and a maximum price equal to 110% of:

(x) the volume weighted average trading price, as quoted on Oslo Børs of the shares or

depositary receipts, the so-called VWAP, during a specied period not exceeding 15 trading

days ending on a specied date prior the date of repurchase (such period and such date

to be determined by the Board of directors, which period shall fall within the two-month

period prior the date of repurchase); or

(y) for accelerated repurchase arrangements, the VWAP for over the term of the arrangement.

j The Company is not a party to any signicant agreements which will take eect, will be altered

or will be terminated upon a change of control of the Company as a result of a public oer

within the meaning of section 5:70 of the Dutch Financial Supervision Act (Wet op het nancieel

toezicht), provided that the facility agreement entered into by the Company with DNB Bank ASA

contains clauses that, as is customary for nancing agreements of similar type, may require early

repayment or termination in the event of a change of control of the Company. In addition, the

Company entered into a transaction agreement with MW Investment B.V. on 18 January 2023 in

connection with the intended voluntary oer from MW Investment B.V. to acquire all shares of the

Company.

k The Company did not enter into any agreement with a director or employee of the Company

providing for a payment upon the termination of employment as a result of a public oer within

the meaning of section 5:70 of the Dutch Financial Supervision Act (Wet op het nancieel toezicht).

2022 Annual Report 66

Report of Non-executive Directors

This is the report of the non-executive directors of the Company over the nancial year 2022, as referred to

in best practice provision 5.1.5 of the Dutch Code.

The Board of Directors is a one-tier board, comprising both members having responsibility for the day-to-day

management of the company (executive directors) and members not having such day-to-day responsibility

(non-executive directors). The tasks of the executive and non-executive directors in a one-tier board such as

the Board of Directors may be allocated under or pursuant to the articles of association, provided that the

general meeting has stipulated whether such director is appointed as executive or as non-executive director

and furthermore provided that the task to supervise the performance by the directors of their duties can

only be performed by the non-executive directors. Regardless of an allocation of tasks, all directors remain

collectively responsible for the proper management and strategy of the company (including supervision

thereof in case of non-executive directors).

It is the responsibility of the non-executive directors to supervise the policies carried out by the executive

directors and the general aairs of the Company and its aliated enterprise, including the implementation

of the strategy of the Company regarding long-term value creation. In so doing, the non-executive directors

act solely in the interest of the Company. With a view of maintaining supervision on the Company, the non-

executive directors regularly discuss the Company’s long-term business plans, the implementation of such

plans and the risks associated with such plans with the executive director.

Details of the current composition of the Board of Directors, including the non-executive directors, and its

committees are set forth in the sections “Board of Directors” and “Board of Directors committees”.

Supervision by the non-executive directors

The non-executive directors supervise the policies carried out by the executive directors and the general

aairs of the Company and its aliated enterprise. In so doing, the non-executive directors have

also focused on the eectiveness of the Company’s internal risk management and control systems,

the integrity and quality of the nancial reporting and the Company’s long-term business plans, the

implementation of such plans and the risks associated.

The responsibility of supervising the policy pursued by the Board of Directors includes evaluating the way

the Board implements Meltwater’s strategy for long-term value creation and promotes a culture aimed

at creating value. In the performance of its duties, the directors act in accordance with the interests of

the Company and weigh up the interests of all stakeholders, in line with Meltwater’s multi stakeholder

approach. The non-executive directors are condent that the existing strategy of Meltwater is the right

approach for the long-term success of Meltwater and provide a sound basis for the future.

Furthermore, the non-executive directors not having a conict of interest have, as special committee,

examined and monitored each and all stages of the Company’s strategic review and the entering into

of a transaction agreement with MW Investment B.V. regarding the intended voluntary oer from MW

Investment B.V. to acquire all shares of the Company. See section “Board of Directors committees”.

The non-executive directors supervised the adoption and implementation of the strategies and policies by

the Group, reviewed this annual report, including the Group’s nancial results and received updates on

legal and compliance matters. The non-executive directors have also reviewed the reports of the Board of

Directors and its committees.

2022 Annual Report 67

NAME

BOARD

OF

DIRECTORS

IN %

AUDIT

COMMITTEE

IN %

REMUNERATION

COMMITTEE

IN %

SPECIAL

COMMITTEE

IN %

Jørn Lyseggen 6/8 75% – – – – – –

David Faugno 7/8 88% 13/13 100% 5/5 100% – –

Mattias Erik

Holmström

7/8 88% – – 5/5 100% – –

Sang Kim 7/8 88% 13/13 100% – – – –

Erik Langaker 7/8 88% 12/13 92% – – – –

Stefanie Witte 8/8 100% – – 5/5 100% – –

Committees

Furthermore, the Board of Directors has allocated certain specic responsibilities to the audit committee

and the remuneration committee and set up a temporary special committee. Further details on the

manner in which these committees have carried out their duties are set forth in the section ‘Board of

Directors committees’. The non-executive directors have been regularly informed by each committee as

referred to in best practice provision 2.3.5 of the Dutch Code and the conclusions of those committees

were taken into account when drafting this report of the non-executive directors.

The non-executive directors have also evaluated and supervised the performance of the directors

and the committees.

Attendance at meetings

During the nancial year 2022, there were eight meetings of the Board of Directors.

An overview of the attendance of the individual directors per meeting of the Board of Directors

and its committees set out against the total number of such meetings is set out below:

2022 Annual Report 68

Independence of the non-executive directors

Each non-executive director owes a duty to the Company to properly perform his duties and to act in the

Company’s corporate interest.

The composition of the Board of Directors is in compliance with the independence requirements of the

Norwegian Code, meaning that (i) the majority of the shareholder-elected directors are independent from

the Company’s executive management and material business connections, and (ii) at least two of the

shareholder-elected directors are independent from the Company’s main shareholders.

The composition of the Board of Directors is in compliance with the independence requirements of the

Norwegian Code, meaning that (i) the majority of the shareholder-elected directors are independent from

the Company’s executive management and material business connections, and (ii) at least two of the

shareholder-elected directors are independent from the Company’s main shareholders. In line with the

Dutch Code and the Company’s articles of association, the Board of Directors does, however, include one

executive director (Jørn Lyseggen, Executive Chair).

The composition of the Board of Directors is also in compliance with the independence requirements of

the Dutch Code. Pursuant to best practice provisions 2.1.7 and 2.1.8 of the Dutch Code, one non-executive

director does not have to meet the independence criteria as set out in the Dutch Code. In addition, for

each shareholder, or group of aliated shareholders, who directly or indirectly hold more than 10% of

the shares in the Company, there is one non-executive director who may be aliated with or representing

such shareholder. In total, the majority of the non-executive directors should be independent. The non-

executive directors have determined that four of the ve non-executive directors qualify as independent in

accordance with the Dutch Code.

2022 Annual Report 69

Remuneration Report

This remuneration report summarizes the guidelines and the principles followed by the

Company in order to dene and implement the remuneration policy. In addition, this

remuneration report provides the remuneration paid to the executive director and the

non-executive directors for the year ended 31 December 2022.

The Company’s remuneration policy aims to contribute to the Group’s business strategy

and is expected to enable the Company to achieve its business objectives. The non-

executive directors are responsible for the implementation and monitoring of the

remuneration policy.

In 2022, the remuneration of the executive director consists of annual base salary,

long-term incentive and other benets. The remuneration of the non-executive directors

comprises a xed fee per annum, payable in the form of restricted shares units

(“RSUs”).

In accordance with Dutch law, the remuneration policy will be submitted to the general

meeting at least every four years, as well as each time in case of amendments to the

remuneration policy. Pursuant to the Company’s articles of association, a resolution of

the general meeting to adopt and amend the remuneration policy requires an absolute

majority of the votes cast.

2022 Annual Report 70

Remuneration policy

The Company’s remuneration policy is based on the following remuneration principles:

a

it aims to recruit, retain and motivate talented and skilled Directors while protecting and promoting

the objectives and strategy of the Company and its Group;

b

it provides for a market competitive remuneration package and fosters alignment of interests of

Directors with shareholders and stakeholders;

c

the remuneration reects the Company’s size and complexity, as well as the responsibilities of the

role and the time spent and aims to be consistent with eective risk management policies; and

d

the remuneration intends to reward Directors to utilize their skills and competences to the

maximum extent possible to execute the tasks delegated to them including but not limited to tasks

and responsibilities imposed by the Dutch Civil Code and the articles of association.

Even though the Company is not in principle in favor of making exceptions to the principles underlying

the remuneration policy, the Company, upon recommendation of the remuneration committee, shall be

allowed to temporarily derogate from the remuneration policy in exceptional circumstances as dened by

the Dutch Civil Code. Exceptional circumstances only cover situations in which the derogation from the

remuneration policy is necessary to serve the long-term interests and sustainability of the Company as

a whole or to assure its viability, such as the appointment of an interim Director or the appointment of a

new Director.

Remuneration executive director

The authority to establish the remuneration of the executive directors is vested with the non-executive

directors, with due observance of the remuneration policy and applicable provisions of law.

The remuneration of executive directors consists of annual base salary, annual performance-related short-

term incentive, long-term incentive and other benets.

Annual base salary

The annual base salary, including holiday allowance and other local statutory requirements, is set at a

market competitive level to attract and retain the caliber of executive directors required to devise and

execute the Company’s strategy.

The amount of annual base salary is reviewed annually and in the event of the appointment of a new

executive director by the non-executive directors or the remuneration committee of the Board of Directors.

Various factors may be considered when determining any annual base salary changes, including, but

not limited to, salary increases of the Company’s global workforce, business performance, personal

performance, the scope and nature of the role, relevant market benchmark data and local economic

indicators, such as ination and cost-of-living changes, to ensure that the remuneration is fair, sensible

and market competitive.

Short-term incentive

The purpose of the short-term incentive is to ensure executive alignment with and focus on the annual

business plan as set by the Board of Directors. Performance measures and targets for those measures are

set by the non-executive directors.

The short-term incentive is linked to a percentage of the annual base salary of the executive director(s).

2022 Annual Report 71

The short-term incentive is in principle settled in cash but, in order to encourage ownership and

proprietary interest in the Company, the non-executive directors have the possibility to determine that

any short-term incentive awards are settled in shares in the capital of the Company.

After the end of each year the non-executive directors review the actual performance against the set

performance targets to determine the extent to which each of the targets has been achieved, in order to

determine the nal pay-out level. There is no minimum bonus pay-out. As a consequence, there will be no

bonus pay out if none of the performance thresholds are met.

Long-term incentive

The long-term incentive awards are made available in the form of RSUs. They represent conditional rights

to receive a number of shares in the capital of the Company, subject to continued engagement during the

vesting period.

The RSUs will vest over a period of four years. The RSUs will vest as follows: 25% on the rst anniversary

of the date of appointment; and 75% on a quarterly basis over the following three-year period (6.25% per

quarter) until 100% on the fourth anniversary of the date of appointment.

The award value will be set by the non-executive directors. The maximum award value of RSUs is equal to

50% of the executive director’s annual base salary. RSUs that are unvested at the time a non-executive

director ceases to be a director of the Company as a result of the relevant non-executive director on its

own initiative terminating, resigning or retiring (other than as a result of permanent incapacity due to ill

health) will lapse.

Other benets

Other benets for which the executive directors are eligible are intended to be competitive in the relevant

market and may evolve from year to year. The executive director(s) may be eligible for benets such

as health insurance, disability and life insurance, a directors’ and ocers’ liability insurance, mobility

allowance or travel expenses, housing allowance, tness allowance, representation costs and to

participate in whatever all-employee benets plans may be oered at any given point.

Additional benets and allowances may be oered to the executive directors in case of a relocation or

an international assignment, such as relocation support, storage costs, expatriation allowance, housing

support, reimbursement of ight costs, reimbursement of costs of temporary living arrangements and

other benets which reect local market practice, all in accordance with the applicable mobility policy.

Scenario analysis

When formulating the remuneration policy and before determining the individual remuneration of the

executive directors, the non-executive directors will conduct analyses of the possible results of the variable

remuneration components and the way in which this aects the remuneration of the executive directors.

Severance

A transition agreement with Jørn Lyseggen (Executive Chair) was entered into on 12 May 2020. This

transition agreement provides that upon termination of his position as Executive Chair, he is entitled

to receive agreed compensation and benets through 31 December 2023.

Right to reclaim variable remuneration

In accordance with Dutch law, the non-executive directors may adjust the outcome of variable

compensation of the executive director(s) if the pay-out would, in their view, be unacceptable based on

reasonability and fairness criteria (a ‘malus’). The Company can also claim back variable payments

(in whole or in part) if the pay-out was based on incorrect information about the achievement of the

targets (‘claw back’). In 2022, there was no cause for a claw back or value adjustment by the non-

executive directors.

2022 Annual Report 72

2022 remuneration executive directors

In 2022, the remuneration of the executive director consisted of base salary, long term incentive, and

other benets. The executive director did not receive any short-term. There are no loans, advances or

guarantees provided by the Company or any undertaking belonging to the Group to or on behalf of an

executive director.

The following table summarizes the remuneration received by the executive director for the year ended 31

December 2022 and the previous nancial year ended 31 December 2021.

EXECUTIVE

DIRECTOR,

POSITION

YEAR

FIXED

REMUNERATION

SHORT TERM

INCENTIVE

LONG-TERM

INCENTIVE

1

EXTRAORDINARY

ITEMS

OTHER

BENEFITS

TOTAL

REMUNERATION

PROPORTION

OF FIXED

AND VARIABLE

REMUNERATION

Jørn

Lyseggen,

Executive

Chair

2022 US$600,000 – US$95,512 – $23,631 $718,143

100% xed

0% variable

2021 US$600,000 – – – $23,909 $623,909

100% xed

0% variable

2022 2021

Executive director’s remuneration

Jørn Lyseggen (Executive Chair) US$718,143 US$623,909

Company Performance

Annual recurring revenue growth US$35,864,822 US$73,207,761

Revenue growth US$37,027,772 US$41,837,434

Adjusted EBITDA margin growth (US$3,701,904) US$2,170,801

Average remuneration on a full-time equivalent basis of employees

Employees of the Company US$86,782 US$89,762

Employees of the Group US$95,592 US$87,743

Internal pay ratio executive director

Jørn Lyseggen (Executive Chair) 7.51 7.11

(1) Since the Executive Chair did not receive any share-based compensation in 2021 and no options or awards were outstanding in this year, no share-based payment

expenses were recognized in 2021.

(1) 2011 Equity Incentive Plan (2) These are awards issued during the year and does not represent Jorn’s total equity holding.

The following table includes an overview of the outstanding RSUs in 2022:

Change of remuneration of executive director and Company performance

The following table includes an overview of the outstanding RSUs in 2022:

NON-

EXECUTIVE

DIRECTOR

MAIN CONDITIONS OF RSUs PLAN

INFORMATION REGARDING 2022

OPENING

BALANCE

DURING

THE YEAR

CLOSING

BALANCE

Plan

Award

date

Vesting

start

date

Expiration

date

Exercise

period

Market

price at

the time

of grant

RSUs awarded

at the

beginning of

the year

RSUs

awarded

RSUs

vested

RSUs

awarded

and

unvested

RSUs

vested

but not

exercised

Jørn

Lyseggen

2011 EIP

1

18 Mar

2022

5 Jan

2022

18 Mar

2032

10 years US$1.91 0 99,536 0 99,536

2

0

2022 Annual Report 73

Internal pay ratio

In accordance with Dutch law and the Dutch Corporate Governance Code, the internal pay ratio

is an important factor for determining the remuneration policy. The internal pay ratio set out above

is calculated as the total remuneration of the Executive Chair divided by the average employee

compensation of all employees of the Group (excluding the Executive Chair) under IFRS principles.

For 2022, the internal pay ratio is in line with the Company’s acceptable bandwidths.

Remuneration non-executive directors

The remuneration of the non-executive directors shall be determined by the general meeting,

with due observance of the remuneration policy and applicable provisions of law.

The remuneration of the non-executive directors reects the time spent and responsibilities of their roles

and aims to reward the non-executive directors for utilizing their skills and competences to the maximum

extent possible to execute the tasks delegated to them.

Remuneration components non-executive directors

In order to ensure alignment between the non-executive directors and the Company’s value creation,

the non-executive directors receive a xed fee, payable in the form of RSUs. The RSUs represent

conditional rights to receive a number of shares in the capital of the Company, subject to continued

engagement during the vesting period.

The RSUs vest over a period of four years and the vesting period starts on the date of appointment. If a

participant remains employed with the Company, the RSUs vest as follows: 25% on the rst anniversary

of the date of appointment; and 75% on a quarterly basis over the following three-year period (6.25%

per quarter) until 100% on the fourth anniversary of the date of appointment. RSUs that are unvested at

the time a non-executive director ceases to be a director as a result of the relevant Director on its own

initiative terminating, resigning or retiring (other than as a result of permanent incapacity due to

ill health) will lapse.

The RSUs awarded to the non-executive directors is as follows:

a Senior Non-Executive Director: US$200,000 per annum, to be settled in the form of RSUs; and

b other non-executive directors: US$100,000 per annum, to be settled in the form of RSUs.

The RSUs include any fee for being a member of a committee of the Board of Directors. The grant value of

the RSUs will be determined based on a 30-day volume weighted average share price prior to each grant.

The non-executive directors will be reimbursed for all reasonable business expenses incurred in the course

of performing their duties, subject to appropriate evidence of payment and VAT receipts.

2022 Annual Report 74

NON-EXECUTIVE DIRECTOR

2022 2021

David Faugno US$163,432 US$224,192

Mattias Erik Holmström US$32,188 –

Sang Kim US$32,188 –

Erik Langaker US$32,188 –

Stefanie Witte US$32,188 –

NON-EXECUTIVE

DIRECTOR

NUMBER

OF RSUs

GRANT

DATE

VESTING

START DATE

MARKET PRICE AT

TIME OF GRANT

David Faugno

1

66,358 18 March 2022 1 January 2022 US$1.91

Mattias Erik

Holmström

33,179 18 March 2022 1 January 2022 US$1.91

Sang Kim 33,179 18 March 2022 1 January 2022 US$1.91

Erik Langaker 33,179 18 March 2022 1 January 2022 US$1.91

Stefanie Witte 33,179 18 March 2022 1 January 2022 US$1.91

2022 remuneration non-executive directors

In 2022 the non-executive directors received the following remuneration in line with the agreed awards:

There are no loans, advances or guarantees provided by the Company or any undertaking belonging

to the Group to or on behalf of a non-executive director.

During 2022 all non-executive directors received remuneration in accordance with the remuneration policy

as of 1 January 2022. There are no loans, advances or guarantees provided by the Company or any

undertaking belonging to the Group to or on behalf of a non-executive director.

In 2022, David Faugno, Senior Non-Executive Director received a xed cash fee of US$0 (2021: US$90,000)

and stock-based compensation in the amount of US$163,432 (2021: US$134,192), in total US$163,432

(2021: US$224,192). The other non-executive directors, Erik Langaker, Sang Kim, Stefanie Witte and Mattias

Holmstrom, each received stock-based compensation in the amount of US$32,188 (2021: US$0).

The following table shows a comparison of the total remuneration of non-executive directors who served

as Directors in 2022:

2022 Annual Report 75

The following table includes an overview of the outstanding options in 2022:

NON-

EXECUTIVE

DIRECTOR

MAIN CONDITIONS OF SHARE OPTION PLANS

INFORMATION REGARDING 2022

OPENING

BALANCE

DURING

THE YEAR

CLOSING

BALANCE

Plan

Award

date

Vesting

start

date

Expiration

date

Exercise

period

Strike

price

of the

share

Share options

awarded at the

beginning of

the year

Share

options

awarded

Share

options

vested

Share

options

awarded

and

unvested

Share

options

vested

but not

exercised

David Faugno 2011 EIP

1

11 Aug

2019

1 July

2019

10 Aug

2029

10 years US$1.94

(1)

862,400 0 215,600 125,800 736,600

Mattias Erik

Holmström

– – – – –

–

– – – – –

Sang Kim – – – – –

–

– – – – –

Erik Langaker – – – – –

–

– – – – –

Stefanie

Witte

– – – – –

–

– – – – –

NON-

EXECUTIVE

DIRECTOR

MAIN CONDITIONS OF SHARE OPTION PLANS

INFORMATION REGARDING 2022

OPENING

BALANCE

DURING

THE YEAR

CLOSING

BALANCE

Plan

Award

date

Vesting

start

date

Expiration

date

Exercise

period

Market

price at

time of

grant

RSUs awarded

at the

beginning of

the year

RSUs

awarded

RSUs

vested

RSUs

awarded

and

unvested

RSUs

vested

but not

exercised

David Faugno 2011 EIP

1

18 Mar

2022

1 Jan

2022

18 Mar

2032

10 years US$1.91 0 66,358 0 66,358 0

Mattias Erik

Holmström

2011 EIP

1

18 Mar

2022

1 Jan

2022

18 Mar

2032

10 years US$1.91 0 33,179 0 33,179 0

Sang Kim 2011 EIP

1

18 Mar

2022

1 Jan

2022

18 Mar

2032

10 years US$1.91 0 33,179 0 33,179 0

Erik Langaker 2011 EIP

1

18 Mar

2022

1 Jan

2022

18 Mar

2032

10 years US$1.91 0 33,179 0 33,179 0

Stefanie

Witte

2011 EIP

1

18 Mar

2022

1 Jan

2022

18 Mar

2032

10 years US$1.91 0 33,179 0 33,179 0

(1) 2011 Equity Incentive Plan

The following table includes an overview of the outstanding RSUs in 2022:

(1) 2011 Equity Incentive Plan

2022 Annual Report 76

Advisory vote

This remuneration report will be submitted to the general meeting for an advisory vote in 2023.

The Company will convey any information on how an advisory vote on the remuneration report

has been taken into account in the next annual report.

The 2021 remuneration report was submitted to the annual general meeting held in June 2022. 96.43%

of the votes were cast for the remuneration report and 3.57% against. The remuneration committee has

examined the voting results and concluded the overwhelming majority supported the remuneration report.

2022 Annual Report 77

Financial Statements

2022

78

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Meltwater N.V.

Singel 250

Amsterdam

1016 AB

2022

Meltwater N.V.

Annual Report 2022

79

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Annual consolidated and company only financial statements for

the year ended 31 December 2022

Contents

Consolidated statement of financial position as at 31 December 2022 ....................... 82

Consolidated statement of profit or loss and other comprehensive income for the

year ended 31 December 2022 .......................................................................................... 83

Consolidated statement of changes in equity for the year ended 31 December 2022

................................................................................................................................................ 84

Consolidated statement of cash flows for the year ended 31 December 2022 .......... 86

Notes to the annual consolidated financial statements .................................................. 88

1. General information ..................................................................................................... 88

2. Basis of preparation..................................................................................................... 89

3. Significant accounting policies ................................................................................... 92

4. Property, plant and equipment and right-of-use assets ...................................... 107

5. Intangible assets (including goodwill) .................................................................... 109

6. Goodwill ....................................................................................................................... 111

7. Leases .......................................................................................................................... 113

8. Financial assets at fair value through profit and loss and amortized cost ........ 115

9. Trade receivables ....................................................................................................... 115

10. Other current assets ............................................................................................. 116

11. Contract costs ........................................................................................................ 116

12. Cash and cash equivalents ................................................................................... 116

13. Share capital........................................................................................................... 116

14. Other reserves ....................................................................................................... 118

15. Employee benefit obligations ............................................................................... 119

16. Share-based payments ......................................................................................... 125

17. Trade and other payables .................................................................................... 130

18. Borrowings .............................................................................................................. 130

19. Other non-current liabilities ................................................................................. 131

20. Contingent liabilities .............................................................................................. 132

21. Revenue from contracts with customers ........................................................... 132

22. Personnel costs ...................................................................................................... 135

23. Material profit and loss items .............................................................................. 135

24. Finance costs .......................................................................................................... 136

25. Finance income ...................................................................................................... 136

26. Income tax ............................................................................................................. 137

27. Earnings/(loss) per share ..................................................................................... 140

28. Related parties ....................................................................................................... 141

29. List of subsidiaries ................................................................................................. 142

30. Fair value measurement ....................................................................................... 143

31. Financial risk management .................................................................................. 145

32. Financing activities ................................................................................................ 153

33. Operating segments .............................................................................................. 155

34. Standards issued but not yet effective ............................................................... 155

80

Meltwater N.V. – Annual consolidated and company only financial statements 2022

35. Business combinations that occurred in previous reporting period ............... 155

36. Subsequent events ................................................................................................ 156

Company only statement of financial position as at 31 December 2022 ................... 159

Company only statement of profit or loss and other comprehensive income for the

year ended 31 December 2022 ........................................................................................ 160

Company only statement of changes in equity for the year ended 31 December 2022

.............................................................................................................................................. 161

Company only statement of cash flows for the year ended 31 December 2022 ...... 163

Notes to the annual company only financial statements .............................................. 165

37. General information .............................................................................................. 165

38 Financial assets-investments in subsidiaries ..................................................... 166

39 Related party receivables ..................................................................................... 166

40 Financial assets at fair value through profit and loss ...................................... 167

41 Business combinations .......................................................................................... 167

42 Other current assets ............................................................................................. 167

43 Other non-current assets ..................................................................................... 168

44 Cash and cash equivalents ................................................................................... 168

45 Current and non-current liabilities ...................................................................... 168

46 Trade and other payables .................................................................................... 169

47 Borrowings .............................................................................................................. 169

48 Share capital........................................................................................................... 169

49 Company equity reconciliation to consolidated financials ............................... 170

50 Fair value measurement ....................................................................................... 172

51 Related parties ....................................................................................................... 173

52 Income tax ............................................................................................................. 174

53 Share-based payments ......................................................................................... 176

54 Number of employees ........................................................................................... 176

55 Other income ......................................................................................................... 176

56 Contingent liabilities .............................................................................................. 176

57 Financial risk management .................................................................................. 177

58 Subsequent events ................................................................................................ 182

Other information ............................................................................................................... 183

Profit appropriation according to the Articles of Associations ..................................... 183

81

Meltwater N.V. – Annual consolidated and company only financial statements 2022

2022

Meltwater N.V.

Annual consolidated

financial statements

82

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Consolidated statement of financial position as at 31

December 2022

Notes

31

December

202

2

$‘000

31

December

2021

$‘000

Assets

Non-current assets

Goodwill

5/6

80 227

80 427

Other intangible assets

5

65 747

60 633

Property, plant and equipment

4

3 140

3 656

Right-of-use assets

4

19 900

25 615

Financial assets at fair value through

profit and loss

8

1 204

1 292

Financial assets at amortized cost

8

6 333

10 891

Contract costs

11

31 205

25 690

Deferred tax asset

26

7 180

8 586

Employee benefit asset

15

95

-

Total non-current assets

215 031

216 790

Current assets

Trade receivables

9

89 262

88 152

Other current assets

10

29 685

23 854

Contract costs

11

32 661

32 491

Cash and cash equivalents

12

35 144

44 387

Total current assets

186 752

188 884

Total assets

401 783

405 674

Liabilities

Non-current liabilities

Borrowings

18

50 026

25 046

Lease liabilities

7

13 249

19 969

Contract liabilities

21

10 188

10 585

Other non-current liabilities

19

2 565

13 576

Deferred tax liability

26

10 369

13 825

Employee benefit obligation

15

-

423

Total non-current liabilities

86 397

83 424

Current liabilities

Borrowings

18

12

13

Trade and other payables

17

114 818[object Object]

122 901

Contract liabilities

21

248 653

234 821

Lease liabilities

7

9 852

9 928

Current tax liabilities

26

5 718

1 588

Employee benefit obligation

15

168

104

Total current liabilities

379 221

369 355

Total liabilities

465 618

452 779

Equity

Share capital

13

3 375

3 421

Share premium

13

429 639

417 255

Accumulated deficit

(489 414)

(464 233)

Other reserves

14

(7 435)

(3 548)

Total equity

(63 835)

(47 105)

Total equity and liabilities

401 783

405 674

83

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Consolidated statement of profit or loss and other

comprehensive income for the year ended 31 December

2022

Notes

2022

$’000

2021

$’000

Revenue from contracts with

customers

21

438 656

401 628

Cost of sales

(124 150)

(119 731)

Gross profit

314 506

281 897

Sales and marketing expenses

(215 435)

(221 188)

General and administrative expenses

(73 467)

(80 537)

Research and development expenses

(55 718)

(58 365)

Other income

8 303

16

Operating profit/(loss)

(21 811)

(78 177)

Finance costs

24

(4 482)

(4 865)

Foreign exchange gain/(loss)

8 187

5 454

Finance income

25

677

432

Profit/(loss) before tax

(17 429)

(77 156)

Income tax benefit/(expense)

26

(7 752)

(782)

Profit/(loss) for the year

(25 181)

(77 938)

Profit/(loss) attributable to:

Shareholders

(25 181)

(77 938)

Earnings/(loss) per share for profit

attributable to the ordinary equity

holders of the Company

Basic earnings/(loss) per share

27

(0,08)

(0,26)

Diluted earnings/(loss) per share

27

(0,08)

(0,26)

Other comprehensive income

Items that may be reclassified to profit

and loss, net of tax

Exchange difference on translation of

foreign operations

(4 160)

(3 467)

Items that will not be reclassified to

profit or loss

Remeasurements of defined benefit

obligation

14

273

19

Total other comprehensive

income/(loss)

(3 887)

(3 448)

Total comprehensive

income/(loss)

(29 068) (81 386)

Attributable to:

Shareholders

(29 068)

(81 386)

84

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Consolidated statement of changes in equity for the year ended 31 December 2022

Share capital

$’000

Share premium

$’000

Other reserves

$’000

Accumulated

deficit

$’000

Total equity

$’000

Notes

13

14

Balance as of 1 January 2021

29

351 657

(100)

(386 295)

(34 709)

Loss for the period

-

(77 938)

Foreign currency translation adjustment

-

(3 467)

-

(3 467)

Remeasurements of defined benefit obligation

-

19

-

19

Total comprehensive income

-

(3 448)

(77 938)

(81 386)

Share-based compensation expense

-

60 425

-

60 425

Share-based compensation tax

-

(1 218)

-

(1 218)

Issuance of common shares in connection with Euronext

Growth (Merkur) Oslo Børs offering, net of issuance cost

-

(35)

-

(35)

Issuance of Series A common shares upon exercise of option

5

5 475

-

5 480

Issuance of Series A common shares in

consideration for acquisition

1

16 553

-

16 554

Issuance of Series A common shares in

consideration for post combination services

-

1 527

-

1 527

Change in par value of share capital

3 404

(3 404)

-

Issuance of Series A common shares, other

-

895

-

895

Repurchase of series A common shares

(18)

(5 146)

-

(5 164)

Repurchase of equity securities

-

(9 474)

-

(9 474)

Total other movements

3 392

65 598

-

68 990

Balance as of 31 December 2021

3 421

417 255

(3 548)

(464 233)

(47 105)

85

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Balance as of 1 January 2022

3 421

417 255

(3 548)

(464 233)

(47 105)

Loss for the period

-

(25 181)

Foreign currency translation adjustment

-

(4 160)

-

(4 160)

Remeasurements of defined benefit obligation

-

273

-

273

Total comprehensive income

-

(3 887)

(25 181)

(29 068)

Share-based compensation expense

-

30 279

-

30 279

Share-based compensation tax

-

(169)

-

(169)

Issuance of Series A common shares upon exercise of option

8

773

-

781

Issuance of Series A common shares in consideration for

acquisition

7

910

-

917

Issuance of Series A common shares in

consideration for post combination services

-

1 830

-

1 830

Release of restricted stock

63

(63)

-

Repurchase of series A common shares

(124)

(21 390)

-

(21 514)

Other

-

214

-

214

Total other movements

(46)

12 384

-

12 338

Balance as of 31 December 2022

3 375

429 639

(7 435)

(489 414)

(63 835)

86

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Consolidated statement of cash flows for the year ended 31

December 2022

Notes

2022

$’000

2021

$’000

Cash flows from operating activities

Net profit/(loss) before tax

(17 429)

(77 156)

Adjustments for:

Depreciation of right-of-use-assets

4

11 296

11 149

Depreciation of property, plant and equipment

4

1 774

1 707

Amortization of other intangible assets

5

5 959

11 274

Amortization of capitalized software costs

5

10 797

11 075

Impairment on capitalized software costs

5

-

2 729

Amortization of debt discount and financing cost

320

239

Share-based compensation expense

16

30 279

60 425

Remeasurement of contingent consideration

(1 573)

-

Interest paid

(3 858)

(4 656)

Interest expense accrued

3 512

4 626

Unrealised FX (gains)/losses relating to working capital

items

(8 273)

(7 320)

Tax (paid)/received

(3 506)

(4 694)

Share-based compensation expense related to post

combination services

1 830

1 527

Changes in working capital items:

Decrease/ (increase) in trade receivables

(4 677)

(10 472)

Decrease/ (increase) in other current assets

(10 026)

(1 908)

Decrease/(increase) in contract costs

(7 999)

(13 198)

(Decrease)/increase in contract liabilities

23 181

28 372

(Decrease)/increase in trade and other payables

2 179

(6 499)

(Decrease)/increase in employee benefit obligation

91

(98)

Cash generated from / (used in)

operating activities

33 877

7 122

Cash flows from investing activities

Proceeds from sale of minority interest investment

-

60

Payments for acquisition of property and equipment

4

(1 592)

(1 894)

Payments of contingent consideration

(2 987)

-

Capitalized software development costs

and other intangible assets

(23 065)

(12 106)

Amounts paid for business combinations,

net of cash acquired

1 155

(49 565)

Cash generated from / (used in)

investing activities

(26 489)

(63 505)

Cash flows from financing activities

Proceeds from borrowings

18

30 000

25 000

Payments of debt issuance cost

-

(638)

Repayment of non-convertible borrowings

18

(5 015)

-

Proceeds from issuance of common shares

781

5 480

(Payments)/ Proceeds from Euronext Growth (Merkur)

Oslo Børs offering, net of issuance costs

-

(10 674)

Purchase of equity shares

(28 907)

(6 927)

Payment of principal portion on lease

liability

7

(11 444)

(10 437)

(14 585)

1 804

87

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Cash generated from / (used in)

financing activities

Net increase in cash and cash

equivalents

(7 197)

(54 579)

Effects of foreign exchange rates

(2 046)

(961)

Cash and cash equivalents at the

beginning of the year

12

44 387

99 927

Cash and cash equivalents at the end

of the year

35 144 44 387

88

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Notes to the annual consolidated financial statements

1. General information

1.1 Operations

Meltwater N.V. (the “Company”) and its subsidiaries (the “Group”, or “Meltwater”) is a group of

companies founded in Norway. The Company has its statutory seat in Amsterdam, The

Netherlands. The Company is listed on the Oslo Børs in Oslo, Norway. The address of the

Company’s registered office is Singel 250, 1016 AB, Amsterdam. The registration number of the

Company at the Chamber of Commerce is 32109376.

The operations of the Group are mainly comprised of providing cloud-based news, social media

monitoring and related services.

On 3 December 2021 the general meeting of Meltwater B.V. approved the conversion of the

Company to a public limited company in the Netherlands (naamloze vennootschap) (N.V.). This

conversion was effected on 6 December 2021 through a change in the articles of association.

Additionally, the par value of the shares was changed from USD 0.0001 per share to EUR 0.01

per share resulting in an increase of the paid share capital to EUR 3.0 million, the increase being

funded from share premium. As of 6 December 2021, the name of the entity changed to Meltwater

N.V.

1.2 Going concern

The consolidated financial statements have been prepared on a going concern basis. For 2022,

the Company ended with total revenues of $438.7 million (2021: $401.6 million) with a net loss

of $25.2 million (2021: net loss of $77.9 million). As a result of the losses in 2022 and previous

years, the Company has a negative equity of $63.8 million (2021: $47.1 million). The negative

equity value was positively impacted by additional paid-in capital of $429.6 million in 2022 (2021:

$417.3 million).

As of 31 December 2022, current liabilities exceeded current assets by $192.5 million, of which

$248.7 million of current liabilities consists of the current portion of contract liabilities, most of

which will not be settled in cash. Cash provided by operating activities was $33.9 million positive

and $7.1 million positive during the years ended 31 December 2022 and 2021, respectively.

The Company’ s cash and cash equivalents balance as of 31 December 2022 was $35.1 million

(note 12).

In December 2020, the Company entered into a multi-currency revolving credit facility (the “2020

Credit Facility”) of $150.0 million. The 2020 Credit Facility contains a covenant to provide the

Company’s financial statements within a certain time period, and a covenant requiring compliance

with a financial leverage ratio. The covenants have been met by the Company at the reporting

date.

In June 2021, the Company drew down $25.0 million from the Revolving Credit Facility which

remained outstanding as of 31 December 2022. In September 2021 Meltwater utilized the option

to extend the due date by one year making the outstanding amount wholly due and payable by

10 June 2025. During the year ended 31 December 2022 the company drew down an additional

$25.0 million, on a net basis, from the Revolving Credit Facility, such that the total amount

outstanding as of 31 December 2022 amounts to $50.0 million.

Management believes that the cash balances and the credit facility available as of 31 December

2022 and the funds generated from future operations, based on forecasted cashflows, will enable

the Company to meet its cash requirements for the foreseeable future (at least twelve months

from the date of these financial statements).

89

Meltwater N.V. – Annual consolidated and company only financial statements 2022

2. Basis of preparation

2.1 Accounting basis

These annual consolidated financial statements have been prepared in accordance with

International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”),

hereafter IFRS-EU or IFRS.

The accounting policies based on IFRS have been applied consistently for the years presented in

these consolidated financial statements. There were no changes in the accounting policies applied

compared to the previous year.

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

unless otherwise indicated.

The significant entities that are part of the Group are disclosed in note 29.

The annual consolidated financial statements were authorized for issue by the Board of Directors

on 25 April 2023.

2.2 Functional and presentation currency

Items included in the financial statements of each of the group’s entities are measured using the

currency of the primary economic environment in which the entity operates (‘the functional

currency’). These annual consolidated financial statements are presented in US Dollar ($), which

is the Company’s functional and presentation currency. All amounts have been rounded to the

nearest thousand ($’000), unless otherwise indicated. The Basic and Diluted earnings (loss) per

share as presented in the Consolidated statement of profit or loss and other comprehensive

income have been presented in cents.

2.3 Use of estimates and judgements

The preparation of these annual consolidated financial statements in conformity with IFRS

requires management to make estimates and assumptions, which affect the reported amounts in

these annual consolidated financial statements. Estimates are based on historical experience,

where applicable, and other assumptions which management believes are reasonable under the

circumstances. The Group evaluates its estimates on an ongoing basis. These estimates are

inherently subject to judgement and actual results could differ from those estimates. Revisions

to accounting estimates are recognized prospectively.

Information about significant judgements and estimates used are included in the relevant notes

to the financial statements.

The areas involving significant estimates and judgements are:

Significant estimates and judgements:

• Estimation of fair values of intangible assets acquired as part of a business combination

and subsequent measurement thereof (note 3.2)

• Estimation of fair values of contingent purchase consideration in a business combination

(note 3.2);

• Capitalization of development costs (note 3.6.1)

• Estimated useful life of intangible assets (note 3.6.3)

• Recognition of deferred tax asset for carried-forward tax losses (note 3.21.2)

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

• Estimation of the recoverable amounts of cash generating units for impairment of

goodwill (note 6)

• Estimation of the incremental borrowing rate (‘IBR’) applied to lease accounting (note 7);

• Determining the lease term of contracts with renewal and termination options (note 7)

• Valuation of share-based payments (note 16)

• Estimation uncertainties and judgements made in relation to tax position (note 26)

• Valuation of deferred tax assets and liabilities (note 26);

• Estimation of the loss allowance for expected credit losses (note 31)

2.4 New and amended IFRS Standards that are effective for the current year

The Company has applied the following amendments for the first time for their annual reporting

period commencing 1 January 2022:

• Amendments to IAS 37 Onerous contracts effective for reporting periods beginning on

or after 1 January 2022.

• Amendments to IAS 16 Property Plant and Equipment - Proceeds before Intended Us

e

ffective for reporting periods beginning on or after 1 January 2022.

• Amendments to IFRS 3 that update an outdated reference in IFRS 3 without

significantly changing its requirements effective for reporting periods beginning on or

after 1 January 2022.

• Annual improvements to IFRS Accounting Standards 2018 – 2020 cycle effective for

reporting periods beginning on or after 1 January 2022. The Annual improvements

include amendments to four standards to which only three are applicable to the

Company:

o IFRS 1 First-time Adoption of International Financial Reporting Standard

o IFRS 9 Financial Instrument

o IFRS 16 Leases

T

he amendments listed above did not have any impact on the amounts recognised in prior

periods and are not expected to significantly affect the current and future periods.

In the prior year, the Company adopted the Phase 2 amendments Interest Rate Benchmark

Reform- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16. Adopting these

amendments enables the Company to reflect the effects of transitioning from interbank offered

rates (“IBOR’’) to alternative benchmark interest rates (also referred to as “ risk free rates’’ or

“RFRs’’) without giving rise to accounting impacts that would not provide useful information to

users of financial statements. The Company has not restated the prior period, instead, the

amendments are applied retrospectively with any adjustments being recognized in the

appropriate components of equity. There has been no impact to the financial year ended 31

December 2022 as referred to the table below.

Details of non-derivative financial instruments affected by the interest rate benchmark reform

together with a summary of the actions taken by the Company to manage the risks relating to

the reform and the accounting impact thereof:

Non- derivative

financial

instrument prior

to transition

Date of Maturity Nominal currency Total nominal

value

Transition

progress for non-

derivative financial

instruments

91

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Bank borrowings

linked to USD

LIBOR

2025 USD 150,000,000 Transition

required before

June 2023

92

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Progress towards implementation of alternative benchmark interest rates.

The Company remains in communication with the relevant financial institutions regarding the

reformation related to the above instrument.

Although the Company had expected changes to be finalised by December 2022, the USD LIBOR

jurisdictional rates remain subject to transition, which transition is likely to occur by June 2023.

3. Significant accounting policies

3.

1 Basis of consolidation

The annual consolidated financial statements incorporate the financial statements of the Company

and entities controlled by the Company (its subsidiaries) made up to 31 December each year.

Control is achieved when the Company:

• has the power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee;

and

• has the ability to use its power to affect its returns.

Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from

the date on which control is transferred to the Group and are deconsolidated as soon as control

ceases.

All intercompany balances, transactions, income and expenses and profits and losses resulting

from transactions between Group companies are eliminated. Accounting policies of subsidiaries

are changed where necessary to ensure consistency with the policies adopted by the Group.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment

of the transferred asset.

3.2 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration

transferred in a business combination is measured at fair value, which is calculated as the sum

of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the

Group to the former owners of the acquiree and the equity interest issued by the Group in

exchange for control of the acquiree. Acquisition-related costs are recognized in profit or loss as

incurred if the costs do not relate to the issuance of debt or equity instruments. The Company’s

estimates are inherently uncertain and subject to refinement. During the measurement period,

which may be up to one year from the acquisition date, the Company may record adjustments to

the fair value of these tangible and intangible assets acquired and liabilities assumed, with the

corresponding offset to goodwill.

At the acquisition date, the identifiable assets acquired, the liabilities and contingent liabilities

assumed are recognized at their fair value at the acquisition date. The Group recognizes any non-

controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value

or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable

assets.

C

ontingent consideration is classified either as equity or a financial liability. Amounts classified as

a financial liability are subsequently remeasured to fair value, with changes in fair value

recognized in profit or loss.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value

of the acquirer’s previously held equity interest in the acquiree (if any) and the amount of any

93

Meltwater N.V. – Annual consolidated and company only financial statements 2022

non‑controlling interest in the acquiree over the net of the acquisition-date amounts of the

identifiable assets acquired and the liabilities assumed.

If the initial accounting for a business combination is incomplete by the end of the reporting

period in which the combination occurs, the Group reports provisional amounts for the items for

which the accounting is incomplete. Those provisional amounts are adjusted during the

measurement period (see above), or additional assets or liabilities are recognized, to reflect new

information obtained about facts and circumstances that existed as of the acquisition date that,

if known, would have affected the amounts recognized as of that date.

3.3 Goodwill

Goodwill is initially recognized and measured as set out above.

Goodwill is not amortized but is reviewed for impairment at least annually. For the purpose of

impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups

of cash-generating units) expected to benefit from the synergies of the combination. For the

purposes of assessing impairment, assets are grouped at the lowest levels for which there are

separately identifiable cash inflows which are largely independent of the cash inflows from other

assets or groups of assets (cash-generating units). Cash-generating units to which goodwill has

been allocated are tested for impairment annually, or more frequently when there is an indication

that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than

the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying

amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on

the basis of the carrying amount of each asset in the unit. An impairment loss recognized for

goodwill is not reversed in a subsequent period.

On disposal of a business, the attributable amount of goodwill is included in the determination of

the profit or loss on disposal.

3.4 Foreign currency

3.4.1

Foreign currency transactions and balances

Transactions in foreign currencies are translated to the respective functional currencies of Group

entities at exchange rates at the dates of the transactions. Monetary assets and liabilities

denominated in foreign currencies are translated into the functional currency at the closing rate

at the reporting date. Foreign currency differences are recognized in profit or loss and presented

within the foreign exchange gain/(loss) line item. Non-monetary items that are measured at fair

value in a foreign currency are translated using the exchange rates at the date when the fair

value was determined. Translation differences on assets and liabilities carried at fair value are

reported as part of the fair value gain or loss. For example, translation differences on non-

monetary assets and liabilities such as equities held at fair value through profit or loss are

recognized in profit or loss as part of the fair value gain or loss, and translation differences on

non-monetary assets such as equities classified as at fair value through other comprehensive

income are recognized in other comprehensive income.

3.4.2

Group companies

The results and financial position of foreign operations (none of which has the currency of a

hyperinflationary economy) that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

• Assets and liabilities of foreign operations are translated to US Dollar at closing rates at

the reporting date.

• The income and expenses of foreign operations are translated into US Dollar at the

average exchange rates.

• Foreign currency differences on translation are recognized in other comprehensive

income (“OCI’’) and accumulated in the foreign currency translation reserve in equity.

94

Meltwater N.V. – Annual consolidated and company only financial statements 2022

When a foreign operation is disposed of in its entirety or partially, the cumulative amount

in the foreign currency translation reserve related to that foreign operation is reclassified

to profit or loss as part of the gain or loss on disposal.

3.5

Financial instruments

3.5.1

Recognition and derecognition

Financial assets and financial liabilities are recognized when the Group becomes a party to the

contractual provisions of the financial instrument. Financial instruments, except for trade

receivables, are recognized on settlement date. Financial assets are derecognized when the

contractual rights to the cash flows from the financial asset expire or when the financial asset

with substantially all the risks and rewards are transferred. A financial liability is derecognized

when it is extinguished, discharged, cancelled or expires.

3.5.2

Classification and initial measurement of financial assets

Except for the trade receivables that are measured at the transaction price, all financial assets

are initially measured at fair value adjusted for transaction costs where applicable. Financial

assets are classified as either:

- amortized cost (including cash and cash equivalents, deposits, trade and most of other

receivables); or

- fair value through profit or loss (“FVTPL’’) (including equity investments).

The classification is determined by considering both:

- the entity’s business model for managing the financial asset; and

- the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognized in profit or loss are

presented within finance costs and finance income. The Group recognizes an impairment gain or

loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying

amount through a loss allowance account- which is also presented within Trade and other

receivables (note 9).

3.5.3

Subsequent measurement of financial assets

Financial assets at amortized cost

Debt instruments that meet the following conditions are measured subsequently at amortized

cost:

- the financial asset is held within a business model whose objective is to hold financial

assets in order to collect contractual cash flows; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, the assets are measured at amortized cost using the effective interest

method. Discounting is omitted where the effect of discounting is immaterial. The amortized cost

is reduced by impairment losses. Interest income, foreign exchange gains and losses and

impairment are recognized in profit or loss.

Financial assets through other comprehensive income

Debt instruments that meet the following conditions are measured subsequently at fair value

through other comprehensive income (“FVTOCI’’):

- the financial asset is held within a business model whose objective is achieved by both

collecting contractual cash flows and selling the financial assets; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that

are solely payments of principal and interest on the principal amount outstanding.

95

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Financial assets through profit and loss

By default, all other financial assets are measured subsequently at fair value through profit or

loss (“FVTPL’’).

Assets in this category are measured at fair value with gains or losses, including any interest and

dividend income, recognized in profit or loss. The fair values of financial assets in this category

are determined by reference to active market transactions or using a valuation technique where

no active market exists.

3.5.4

Recoverability of financial assets

The Group uses the simplified approach in accounting for its financial assets (trade- and lease

receivables and deposits) and records the loss allowance as lifetime expected credit losses (‘ECL’).

The ECL are the expected shortfalls in contractual cash flows, considering the potential for default

at any point during the life of the financial instrument. The Group makes use of the practical

expedient by which they can use a provision matrix as the basis to determine the expected loss

for its trade accounts receivable. The expected credit loss is based on the historical observed

default rates per trade accounts receivable ageing category over the expected life of the trade

account receivables

. Forward-looking adjustment is considered to have very limited impact due

to very short maturity of financial assets exposed to credit risk.

The Group recognizes, within general and admin expenses in the consolidated statement of profit

or loss and other comprehensive income, the amount of expected credit losses (or reversal) that

is required to adjust the loss allowance at the reporting date to the amount that is required to be

recognized. When a trade receivable is uncollectable (in severe financial difficulty and there is no

realistic prospect of recovery), it is written off against the allowance account.

3.5.5

Classification and measurement of financial liabilities

The Group’s financial liabilities include debt to third parties as well as accounts payable to

suppliers and trade creditors and lease liabilities. Financial liabilities are initially measured at fair

value and are adjusted for transaction costs where applicable. Subsequently, financial liabilities

are measured at amortized cost using the effective interest rate method. All interest-related

charges are recognized within finance costs in the consolidated statement of profit or loss and

other comprehensive income.

3.5.6

Offsetting

Financial assets and financial liabilities are offset with the net amount reported in the consolidated

statement of financial position if there is a currently enforceable legal right to offset the

recognized amounts and the Group intends to settle on a net basis, to realize the assets and

settle the liabilities simultaneously.

96

Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.6 Intangible assets

3.6.1

Recognition and measurement

Goodwill Refer to note 3.3

Research and development cost Expenditure on research activities is recognized in the

statement of profit or loss and other comprehensive

income as incurred.

These costs consist primarily of

research and development employee-

related expenses,

third-

party contractor fees and allocated overhead

associated with developing new services.

Development expenditure is

capitalized only if the

expenditure can be measured reliably, the product or

process is technically and commercially feasible, future

economic benefits are probable, and the Group intends to

and has sufficient resources to complete development and

to use or sell the asset. Otherwise, it is recognized in profit

or loss as incurred. Development costs previously

recognized as an expense are not recognized as an asset

in a subsequent period. Subsequent to initial recognition,

development expenditure is measured

at cost less

accumulated amortization and any accumulated

impairment losses. Amortization of the asset begins when

development is complete, and the asset is available for use.

During the period of development, the asset is tested for

impairment annually.

Other intangible assets Other intangible assets, including developed technology,

customer relationships, content supplier relationships,

tradenames and others, that are acquired by the Group and

have finite useful lives are measured at cost, being the fair

value at acquisition date, less accumulated amortization

and any accumulated impairment losses. The cost of a

separately acquired intangible asset comprises:

(a) its purchase price, including import duties and

non‑refundable purchase taxes, after deducting trade

discounts and rebates; and

(b) any directly attributable cost of preparing the asset for

its intended use.

Initial capitalized development cost is based on management’s judgement that technological and

economic feasibility is confirmed, usually when a product development project has reached a

defined milestone according to an established project management model. In determining the

impairment considerations as well as the useful life, management makes assumptions regarding

the expected future cash generation of the project, discount rates to be applied and the expected

period of benefits.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.6.2

Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits

embodied in the specific asset to which it relates. All other expenditure is recognized in profit or

loss as incurred.

3.6.3

Amortization

Amortization is calculated to write off the cost of intangible assets less their estimated residual

values using the straight-line method over their estimated useful lives and is recognized in profit

or loss.

The estimated useful lives for current and comparative periods are as follows:

Assets

Years

Capitalized software

3 years

Other intangible assets

2 - 10 years

Amortization methods and useful lives are reviewed at each reporting date and adjusted if

appropriate.

The amortization is recognized in profit or loss within the expense line items.

3.7 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition and construction of

qualifying assets, which are assets that necessarily take a substantial period of time to get ready

for their intended use or sale, are added to the cost of those assets, until such time as the assets

are substantially ready for their intended use or sale.

The rate used to capitalize interest was based on consideration of the following:

- The Company entered a multi-currency revolving credit facility (the “2020 Credit Facility”)

of $150.0 million. The maturity date of the 2020 Credit Facility is three years from when

the first utilization occurs with an option to extend an additional one to two years. Interest

accrues on amounts outstanding under the 2020 Credit Facility at LIBOR plus a margin

range of 1.50% to 2.00% per annum. During the year ended 31 December 2022 the

interest rates used to accrue and pay interest ranged from 1.79% to 6.66% (2021: 0%

to 1.65%).

3.8 Property, plant and equipment

3.8.1

Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and

any accumulated impairment losses. If significant parts of an item of property, plant and

equipment have different useful lives, then they are accounted for as separate items (major

components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit

or loss.

3.8.2

Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits

associated with the expenditure will flow to the Group and the cost of the item can be reliably

measured.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.8.3

Depreciation

Depreciation is calculated using the straight-line method over the estimated useful lives of

property, plant and equipment.

The estimated useful lives of property, plant and equipment for current and comparative periods

are as follows:

Assets

Years

Right-of-use assets

4 years

Computer equipment

3 years

Office equipment and furniture

3 – 5 years

Leasehold improvements are amortized over the lesser of their useful life or the term of the

applicable lease.

Leased assets (refer to note 3.10) are depreciated over the shorter of the asset useful life or the

lease term.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and

adjusted if appropriate.

3.9 Impairment of assets

Goodwill is not subject to amortization and is tested annually for impairment, or more frequently

if events or changes in circumstances indicate that it might be impaired. Other non-financial

assets are tested for impairment whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. An impairment loss is recognized for the amount by

which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of

assessing impairment, assets are grouped at the lowest levels for which there are separately

identifiable cash inflows which are largely independent of the cash inflows from other assets or

groups of assets (cash-generating units). Where an impairment indicator has been identified on

an individual asset level, the impairment is assessed for that individual asset. Goodwill is reviewed

for possible impairment at the end of each reporting period. Non-financial assets other than

goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the

end of each reporting period.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.10 Leases

3.10.1

As a lessee

The lease portfolio of the Group consists of corporate office spaces. The Group recognizes a right-

of-use asset and a lease liability at the commencement date. The right-of-use assets are

presented separately from property, plant and equipment in the financial statements but are

disclosed together with property, plant and equipment in note 4. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the

commencement date to the earlier of the end of the useful life of the right-of-use asset or the

end of the lease term. The right-of-use asset is periodically reduced by impairment losses, if any,

and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not

paid at the commencement date, discounted at the incremental borrowing rate (“IBR”), being the

rate at which a similar borrowing could be obtained from an independent financier under

comparable terms and conditions. The Group applies a single IBR to a portfolio of leases with

reasonably similar characteristics. The total lease payments include fixed payments, rent-free

periods as well as variable lease payments that depend on an index or rate as at the

commencement date. The Group determined the lease term of each lease as the non-cancellable

period of a lease, together with periods covered by an option to extend and terminate the lease

if the lessee is reasonably certain to exercise those options. If the Group cannot readily determine

the interest rate implicit in the lease, it uses its IBR to measure the present value of future lease

payments.

The Group has several lease contracts that include extension and termination options. The Group

applies judgement in evaluating whether it is reasonably certain whether or not to exercise the

option to renew or terminate the lease. That is, it considers all relevant factors that create an

economic incentive for it to exercise either the renewal or termination. After the commencement

date, the Group reassesses the lease term if there is a significant event or change in

circumstances that is within its control and affects its ability to exercise or not to exercise the

option to renew or to terminate (e.g. construction of significant leasehold improvements).

The lease liability is remeasured when there is a change in future lease payments arising from a

change in an index or rate. When the lease liability is remeasured in this way, a corresponding

adjustment is made to the carrying amount of the right-of-use asset.

The Group accounts for lease modifications as a separate lease if the modification increases the

scope of the lease by adding the right to use one or more underlying assets; and the consideration

for the lease increases by an amount commensurate with the stand-alone price for the increase

in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances

of the particular contract.

For modifications that are not accounted for as a separate lease, the Group remeasures the lease

liability by discounting the revised lease payments using a revised discount rate. The

remeasurement is recognized as an adjustment to the right-of-use asset.

The Group has elected to account for the lease and non-lease components as a single lease

component. The fixed payments therefore include fixed payments for lease and non-lease

components.

The Group has also elected not to recognize right-of-use assets and lease liabilities for leases of

low-value assets. The lease payments associated with these leases are recognized as an expense

within the statement of profit and loss and other comprehensive income on a straight-line basis

over the lease term.

100

Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.10.2

As a lessor

The Company enters into lease agreements as a lessor with respect to some of its right of use

assets. Leases for which the Company is a lessor are classified as finance or operating leases.

Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to

the lessee, the contract is classified as a finance lease. All other leases are classified as operating

leases.

When the Company is an intermediate lessor, it accounts for the head lease and the sub-lease as

two separate contracts. The sub-lease is classified as a finance or operating lease by reference

to the right-of-use asset arising from the head lease.

Rental income from operating leases is recognized on a straight-line basis over the term of the

relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are

added to the carrying amount of the leased asset and recognized on a straight-line basis over the

lease term.

3.11 Prepayments

Prepayments are carried at cost. If there is an indication that the assets, goods or services relating

to a prepayment will not be received, the carrying value of the prepayment is written down and

the corresponding impairment loss is recognized in profit or loss within the expense line items.

3.12 Other receivables

These amounts generally arise from transactions outside the usual operating activities of the

Group. Interest may be charged at commercial rates where the terms of repayment exceed a

year. Collateral is not normally obtained.

3.13 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes

freely disposable cash at bank and on hand and deposits held at call with financial institutions.

3.14 Equity

3.14.1

Share capital

Share capital represents the nominal (par) value of issued shares.

3.14.2

Share premium

Share premium includes any premiums received on issue of share capital. Any transaction costs

associated with the issuing of shares are deducted from share premium, net of any related income

tax benefits. The share premium is also used to recognize the value of equity-settled share-based

payments provided to employees, including management personnel, as part of their

remuneration.

3.14.3

Foreign currency translation reserve

Foreign currency translation reserve comprises foreign currency translation differences arising

from the translation of financial statements of the Group’s foreign operations.

3.14.4

Accumulated deficit

Accumulated deficit includes all current and prior period retained profits and losses.

101

Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.15 Employee benefits obligations

3.15.1

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is

recognized for the amount expected to be paid if the Group has a present legal or constructive

obligation to pay this amount as a result of past service provided by the employee and the

obligation can be estimated reliably.

3.15.2

Other long-term employee benefits

Other long-term employee benefits relate to the long service leave benefit. The Group’s net

obligation in respect of long-term employee benefits is the amount of future benefit that

employees have earned in return for their service in the current and prior periods. That benefit

is discounted to determine its present value. Remeasurements are recognized in profit or loss in

the period in which they arise.

The Group has liabilities for long-service leave benefit that are not expected to be settled wholly

within 12 months after the end of the period in which the employees render the related service.

These obligations are therefore measured as the present value of expected future payments to

be made in respect of services provided by employees up to the end of the reporting period,

using the projected unit credit method. Consideration is given to expected future wage and salary

levels, experience of employee departures and periods of service. Expected future payments are

discounted using market yields at the end of the reporting period of high-quality corporate bonds

with terms and currencies that match, as closely as possible, the estimated future cash outflows.

Remeasurements as a result of experience adjustments and changes in actuarial assumptions are

recognized in profit or loss.

The obligations are presented as current liabilities in the statement of financial position if the

entity does not have an unconditional right to defer settlement for at least 12 months after the

reporting period, regardless of when the actual settlement is expected to occur.

3.15.3

Post-employment obligations

For defined contribution plans, the Group pays contributions to publicly or privately administered

pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further

payment or legal obligations once the contributions have been paid. The contributions are

recognized as employee benefit expense when they are due in the periods during which services

are rendered by employees. Prepaid contributions are recognized as an asset to the extent that

a cash refund or a reduction in the future payments is available.

3.15.4

Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal

retirement date, or when an employee accepts voluntary redundancy in exchange for these

benefits. The Group recognizes termination benefits at the earlier of the following dates: (a) when

the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognizes

costs for a restructuring that is within the scope of IAS 37 and involves the payment of

terminations benefits. In the case of an offer made to encourage voluntary redundancy, the

termination benefits are measured based on the number of employees expected to accept the

offer. Benefits falling due more than 12 months after the end of the reporting period are

discounted to present value.

3.15.5

Share-based payments

The cost of equity-settled share-based payments to employees and others providing similar

services is measured at the grant date, based on the fair value of the award, and is recognized

as an expense over the requisite service period which is the period over which all of the specified

vesting conditions are to be satisfied.

102

Meltwater N.V. – Annual consolidated and company only financial statements 2022

For certain restricted share units (“RSUs’’), a liquidity condition needs to be satisfied in addition

to the service condition. The liquidity event condition is satisfied on the earlier of (i) an acquisition

or change in control of the Company or (ii) one hundred and eighty days after the effective date

of the Company filing a registration statement on Form S-1 (or equivalent filing) with the U.S.

Securities and Exchange Commission for the initial public offering of its shares. No compensation

expense is recognized for restricted share units until the liquidity condition is deemed probable.

At the end of each period, the Group revises its estimates of the number of options that are

expected to vest based on the non-market vesting and service conditions. It recognizes the impact

of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to

equity. The liquidity condition aforementioned only pertained to the RSU’s which were modified

during 2021. A new share incentive plan introduced in 2022 for which the liquidity condition is

not applicable. Refer to note 16 for discussion of the accounting for this modification.

The fair value excludes the effect of non-market-based vesting conditions. The fair value of share-

based awards to employees is estimated using the Black-Scholes option-pricing model. The

Company does not anticipate paying any cash dividends in the foreseeable future and therefore

uses an expected dividend yield of zero in the option pricing model. The impact of the revision of

the forfeitures, if any, is recognized in profit or loss such that the cumulative expense reflects the

revised estimate, with a corresponding adjustment to reserves.

3.15.6

Defined benefit plan

The liability or asset recognized in the statement of financial position in respect of defined benefit

pension plans is the present value of the defined benefit obligation at the end of the reporting

period less the fair value of plan assets. The defined benefit obligation is calculated annually by

independent actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated

future cash outflows using interest rates of high-quality corporate bonds that are denominated

in the currency in which the benefits will be paid, and that have terms approximating to the

terms of the related obligation. In countries where there is no deep market in such bonds, the

market rates on government bonds are used.

The net interest cost is calculated by applying the discount rate to the net balance of the defined

benefit obligation and the fair value of plan assets. This cost is included in the finance costs and

finance income in the statement of profit or loss and other comprehensive income.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial

assumptions are recognized in the period in which they occur, directly in other comprehensive

income. They are included in accumulated deficit in the statement of changes in equity and in

the statement of financial position.

Changes in the present value of the defined benefit obligation resulting from plan amendments

or curtailments are recognized immediately in profit or loss as past service costs.

3.16 Contingent liabilities

Contingent liabilities are disclosed when the Group has:

- a possible obligation that arises from past events and whose existence will be confirmed

only by the occurrence or non-occurrence of one or more uncertain future events not

wholly within the control of the entity; or

- a present obligation that arises from past events but is not recognized because

o it is not probable that an outflow of resources embodying economic benefits will

be required to settle the obligation; or

o the amount of the obligation cannot be measured with sufficient reliability.

103

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Contingent liabilities are not disclosed if the possibility of any outflow in settlement is remote.

3.17 Contingent assets

Contingent assets are assessed continually to ensure that developments are appropriately

reflected in the financial statements. If it has become virtually certain that an inflow of economic

benefits will arise, the asset and the related income are recognized in the financial statements of

the period in which the change occurs. If an inflow of economic benefits has become probable,

an entity discloses the contingent asset.

3.18 Revenue from contracts with customers

The Company derives its revenue primarily from subscription fees for its cloud-based news and

social media monitoring services.

Revenue is recognized when a customer obtains control of promised services, consisting of

subscriptions of our software platform. The amount of revenue recognized reflects the

consideration that the Company expects to be entitled to receive in exchange for these services.

The Company applies the following five steps to recognize revenue:

1. Identify the contract with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price.

4. Allocate the transaction price to performance obligations in the contract.

5. Recognize revenue when or as the Company satisfies a performance obligation.

Revenue is generally recognized on a gross basis where the Company acts as a principal, as the

Company is primarily responsible for fulfilling the contract and has discretion in establishing the

price when selling to the customer. To the extent the Company does not meet the criteria for

recognizing revenue on a gross basis, the Company records the revenue on a net basis.

Certain of the Company’s contracts with its customers include potential adjustments such as price

concessions. The Company estimates the variable consideration related to these price

adjustments as part of the total transaction price and constrains the amount of revenue

recognized to the extent it is probable that a significant reversal will not occur. The Company

determines the amounts to be recognized based on the amount of potential refund or concession,

historical experience and other surrounding facts and circumstances. The Company estimates the

variable consideration at each reporting period and recognizes revenue when the uncertainty is

resolved.

Subscription revenue

The Company derives its revenue primarily from subscription fees for its cloud-based news and

social media monitoring services. The Company hosts software applications over subscription

periods generally up to 12 months or may extend to longer periods. The Company provides

customers with access to training and support that help them use the cloud-based news and

social media monitoring services over the subscription periods. The subscription agreements are

noncancelable and do not contain provisions for refunds. Customers do not have any contractual

rights to take possession of the Company’s software applications. The services the Company

provides each day are substantially the same and have the same pattern of transfer to the

customer, thus, meeting the definition of a series of distinct services that form a single

performance obligation.

The Company satisfies the subscription and related services evenly over the contract period as

customers simultaneously receive and consume the services provided. Revenue is recognized

rateably over the subscription period from the contract effective date which is also the date the

Company makes its services available to customers. Payment is typically due up-front in its

entirety or throughout the contract period, usually monthly. Fees for services are generally fixed,

104

Meltwater N.V. – Annual consolidated and company only financial statements 2022

however certain contracts include variable charges based on usage that occurs in a given month.

Those variable fees are recognized as revenue in the month the usage occurs and typically are

billed in the subsequent month.

The Company generally does not have any contracts where the period between the transfer of

the promised services to the customer and payment by the customer exceeds one year. As a

consequence, the Group does not adjust any of the transaction prices for the time value of money.

Recorded revenue excludes any sales, use or other similar taxes that the Company is required to

collect from customers for remittance to governmental authorities.

Costs capitalized to obtain revenue contracts

The Company capitalizes incremental costs of obtaining a revenue contract. The capitalized

amounts consist primarily of sales commissions and fringe benefit costs associated with the

Company’s direct sales force. Costs capitalized related to new revenue contracts are amortized

on a straight-line basis over four years, which although longer than the typical initial contract

period, reflects the average period of benefit, including expected contract renewals. Additionally,

the Company amortizes capitalized costs for renewal over the renewal period.

In the year ended 31 December 2022, the Company capitalized $50.4 million of incremental

contract costs and recorded amortization of $42.3 million related to amounts capitalized in the

current and prior years. In the year ended 31 December 2021, the Company capitalized $49.7

million of incremental contract costs and recorded amortization of $36.8 million related to

amounts capitalized in the current and prior years.

Concentration of credit risk and significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist

primarily of cash and accounts receivable. The Company places its cash with major financial

institutions in countries where it and its subsidiaries are located. For banks located in the United

States, the Company has exposure to credit risk to the extent cash balances exceed amounts

covered by federal deposit insurance.

There were no customers whose balance represented 10% or more of the accounts receivable

balance as of 31 December 2022 and 2021, or whose revenue represented 10% or more of

revenue during the years ended 31 December 2022 and 2021.

Contract liabilities

Contract liabilities consist of billings or payments received in advance of recognition of revenue

from the Company’s services described above and is only recognized as revenue when the

revenue recognition criteria are met. The portion of contract liabilities that the Company will

recognize during the twelve-month period from the balance sheet date is recorded within current

liabilities and the remaining portion is recorded as non-current.

Cost of revenue

Cost of revenue consists of hosting costs, content royalties, data communications expenses,

employee-related expenses, allocated overhead costs based on headcount, software license fees,

costs associated with website development activities, depreciation expense associated with

computer equipment, and amortization expense associated with capitalized software related to

the Company’s cloud-based customer services and acquired developed technologies.

The accounting policies for the Group’s revenue from contracts with customers are explained

further in note 21 (Revenue from contracts with customers) and note 11 (Contract costs).

105

Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.19 Operating result

Operating profit/loss is the result generated from the continuing principal revenue-producing

activities of the Group as well as other income and expenses related to operating activities.

Operating profit/loss excludes net finance costs, foreign exchange gain or loss and income taxes.

3.20 Finance income and finance costs

The Group’s finance income and finance costs include:

• Interest income;

• Interest expense;

• Net interest expense on defined benefit obligation;

• Gains/losses on loan extinguishment; and

• Foreign exchange gains/losses

Interest income or expense is recognized using the effective interest method.

The difference between the reacquisition price of debt and its net carrying amount is recognized

in the period of extinguishment as a gain/loss on loan extinguishment.

3.21 Income tax

Income tax expense comprises current and deferred tax. It is recognized in profit or loss except

to the extent that it relates to items recognized directly in equity or in other comprehensive

income (OCI).

3.21.1

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for

the year and any adjustment to tax payable or receivable in respect of previous years. The amount

of current tax payable or receivable is the best estimate of the tax amount expected to be paid

or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates

enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset

only if certain criteria are met.

3.21.2

Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible

temporary differences to the extent that it is probable that future taxable profits will be available

against which they can be used. Deferred tax is measured at the tax rates that are expected to

be applied to temporary differences when they reverse, using tax rates enacted or substantively

enacted at the reporting date. Deferred tax assets and liabilities are offset only if certain criteria

are met.

Deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or

liability in a transaction other than a business combination that, at the time of the transaction,

affects neither accounting nor taxable profit or loss.

Deferred tax liabilities and assets are not recognized for temporary differences between the

carrying amount and tax bases of investments in foreign operations where the Company is able

to control the timing of the reversal of the temporary differences and it is probable that the

differences will not reverse in the foreseeable future.

The Group elected to apply the initial recognition exemption (IRE) on initial recognition as well

as for subsequent measurement, therefore the right-of-use asset and the lease liability are

considered separately for deferred tax purposes.

106

Meltwater N.V. – Annual consolidated and company only financial statements 2022

3.21.3

Uncertainty over income taxes

The Group’s current tax provision relates to management’s assessment of the amount of tax

payable on open tax positions where the liabilities remain to be agreed with the Tax Authorities.

Uncertain tax items relate principally to the interpretation of tax legislation regarding

arrangements entered into by the Group. Due to the uncertainty associated with tax items, there

is a possibility that, on conclusion of open tax matters at a future date, the final outcome may

differ.

The Group measures its tax balances either based on the most likely amount or the expected

value, depending on which method provides a better prediction of the resolution of the

uncertainty.

Unrecognized deferred tax assets are reassessed at each reporting date and

recognized to the extent that it has become probable that future taxable profits will be available

against which they can be used.

3.22 Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date in the principal or, in

its absence, the most advantageous market to which the Group has access at that date. The fair

value of a liability reflects its non-performance risk.

When one is available, the Group measures the fair value of an instrument using the quoted price

in an active market for that instrument. A market is regarded as ‘active’ if transactions for the

asset or liability take place with sufficient frequency and volume to provide pricing information

on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that

maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The

chosen valuation technique incorporates all of the factors that market participants would take

into account in pricing a transaction.

3.23 Government grants

Grants from the government are recognized at fair value where there is a reasonable assurance

that the grant will be received, and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognized in profit or loss over the period

necessary to match them with the costs that they are intended to compensate.

Government grants relating to property, plant and equipment are included as a deduction in

arriving at the asset’s carrying amount and are credited to the profit or loss on a straight-line

basis over the expected lives of the related assets.

3.24 Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS

is calculated by dividing the profit attributable to owners of the Company (excluding any costs of

servicing equity other than ordinary shares) by the weighted average number of ordinary shares

outstanding during the financial year, adjusted for bonus elements in ordinary shares issued

during the year and excluding treasury shares.

Diluted EPS adjusts the figures used in the determination of basic EPS to take into account the

after-income tax effect of interest and other financing costs associated with dilutive potential

ordinary shares, and the weighted average number of additional ordinary shares that would have

been outstanding assuming the conversion of all dilutive potential ordinary shares.

107

Meltwater N.V. – Annual consolidated and company only financial statements 2022

4. Property, plant and equipment and right-of-use assets

Property, plant and equipment

Leasehold

improvements

$’000

Computer

Equipment

$’000

Office

equipment

$’000

Total

$’000

As at 1 January 2021

Acquisition costs

3 155

5 685

3 394

12 234

Accumulated depreciation

(1 733)

(4 609)

(2 519)

(8 861)

Net book amount

1 422

1 076

875

3 373

Movements for the year ended

31 December 2021

Additions

465

1 497

104

2 066

Additions through acquisitions

-

32

30

62

Depreciation

(538)

(858)

(311)

(1 707)

Disposals

(141)

(260)

(294)

(695)

Accumulated depreciation on

disposals

141

260

294

695

Foreign exchange differences

(74)

(12)

(52)

(138)

As at 31 December 2021

Acquisition costs

3 351

7 029

3 737

14 117

Accumulated depreciation

(2 076)

(5 294)

(3 091)

(10 461)

Net book amount

1 275

1 735

646

3 656

Movements for the year ended

31 December 2022

Additions

180

1 137

116

1 433

Depreciation

(464)

(1 027)

(283)

(1 774)

Disposals

(57)

(6)

(234)

(297)

Accumulated depreciation on

disposals

55

1

231

287

Foreign exchange differences

(50)

(63)

(52)

(165)

As at 31 December 2022

Acquisition costs

3 349

7 850

3 402

14 601

Accumulated depreciation

(2 410)

(6 073)

(2 978)

(11 461)

Net book amount

939

1 777

424

3 140

108

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Right-of-use assets

Buildings

$’000

As at 1 January 2021

Net book amount

29 959

Movements for the year ended 31 December 2021

Additions

6 048

Depreciation

(11 149)

Modifications

1 307

Foreign exchange differences

(550)

As at 31 December 2021

Net book amount

25 615

Movements for the year ended 31 December 2022

Additions

6 316

Depreciation

(11 296)

Modifications

174

Foreign exchange differences

(909)

As at 31 December 2022

Net book amount

19 900

109

Meltwater N.V. – Annual consolidated and company only financial statements 2022

5. Intangible assets (including goodwill)

Goodwill

$’000

Capitalized

software

$’000

Other

intangibles

$’000

Total

$’000

As at 1 January

2021

Acquisition cost

16 285

61 290

50 839

128 414

Accumulated

amortization and

impairments

-

(28 250)

(41 410)

(69 660)

Net book amount

16 285

33 040

9 429

58 754

Movements for

the year ended

31 December

2021

Additions -

12 278

-

12 278

Additions through

acquisitions

64 556

-

30 855

95 411

Disposals

-

(5 726)

(802)

(6 528)

Accumulated

amortization on

disposals

-

5 726

802

6 528

Amortization

-

(11 075)

(11 274)

(22 349)

Impairments

-

(2 729)

-

(2 729)

Foreign exchange

differences

(414)

(136)

245

(305)

As at 31

December 2021

Acquisition cost

80 427

67 706

81 137

229 270

Accumulated

amortization and

impairments

-

(36 328)

(51 882)

(88 210)

Net book amount

80 427

31 378

29 255

141 060

110

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Goodwill consists of the acquisitions that took place in the previous years. Impairment

considerations for goodwill is disclosed under note 6.

The other line item above is included under the Business combinations note 35.

Included in the other intangible assets are the following items:

Cost at 31

December 2022

$’000

Accumulated

amortization

at 31 December

2022

$’000

Net book value

31 December

2022

$’000

Customer relationships

21 565

(16 252)

5 313

Developed technologies

42 651

(28 224)

14 427

Non-compete agreements

30

(30)

-

Trademarks

3 864

(2 494)

1 370

Content supplier relations

8 362

(8 362)

-

Total

76 472

(55 362)

21 110

Remaining useful life of other intangibles:

Remaining useful life

Customer relationships

0.1 - 7.4 years

Developed technologies

0.1 - 8.5 years

Trademarks

0.1 - 8.5 years

The Company capitalized $23.9 million and $12.2 million of development costs related to software

during the years ended 31 December 2022 and 2021, respectively. Of the amount capitalized,

$0.6 million and $0.2 million were related to interest in 2022 and 2021, respectively. Additionally,

during the years ended 31 December 2022 and 2021, the Company recognized impairment losses

on capitalized software amounting to $nil and $2.7 million related to abandoned projects.

Movements for

the year ended

31 December

2022

Additions

-

23 871

-

23 871

Disposals

-

(2 620)

-

(2 620)

Accumulated

amortization on

disposals

-

2 620

-

2 620

Amortization

-

(10 797)

(5 959)

(16 756)

Foreign exchange

differences

(377)

185

(770)

(962)

Other

177

-

(1 416)

(1 239)

As at 31

December 2022

Acquisition cost

80 227

89 164

76 472

245 863

Accumulated

amortization and

impairments

-

(44 527)

(55 362)

(99 889)

Net book amount

80 227

44 637

21 110

145 974

111

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Impairment on intangible assets

In 2021, the Company provided a vendor notice of termination of their contract due to the COVID-

19 pandemic per the terms of its license agreement. As of October 2021, the vendor noted $1.8

million in outstanding invoices. As the Company has not used the services, the Company's position

is it is not required to pay the outstanding invoices or remaining fees due under the contract from

the date of notice of termination. In October 2021, the Company and the vendor settled the

dispute by the Company agreeing to pay $0.7 million to the vendor and the vendor will waive the

remaining outstanding balance of $1.1 million and terminate the contract. In relation to the

vendor services, the Company capitalized $2.5 million of development costs. As the contract is

terminated, the Company will not be able to utilize the capitalized software, and as such, the

Company recognized an impairment of the capitalized development costs of $2.5 million related

to the abandoned project in October 2021. There is no impairment on intangible assets in the

current year.

6. Goodwill

For the purpose of impairment testing, goodwill acquired in a business combination is, from the

acquisition date, assigned to the Group’s cash-generating unit (CGU). Goodwill is tested for

impairment, annually or more frequently if there are indications that goodwill might be impaired.

Goodwill is allocated to the cash-generating unit as indicated below:

Media

intelligence

$’000

Total

$’000

Carrying value 31 December 2022

80 227

Carrying value 31 December 2021

80 427

The goodwill valuation for the current year was performed on 1 October 2022 (2021: 31

December 2021). No significant movements took place during the three months up until 31

December 2022 and management is of the opinion that the forecasts used in valuation on 1

October 2022 is still applicable for 31 December 2022.

Meltwater consists of one CGU. The CGU is tested for impairment by comparing the carrying

amount of the CGU to its recoverable amount. Recoverable amount is based on value in use and

is determined using a discounted cash flow model with a four-year forecast period that is

approved by management.

The key assumptions used by management in setting the financial budgets were as follows:

Note: The 2021 values are based on a five-year average and therefore the 2021 forecast uses

2022-2026 forecasted figures. The 2022 forecasted values are based on a four-year average and

uses October 2022 – December 2026 forecasted figures.

Impairment analysis as per 1 October 2022:

2022 Actual

(based on

December 2022

figures)

Forecast

(Average Oct 2022 –

Dec 2026)

Sales growth rate (%)

9.22%

15.26%

Gross margin (%)

71.70%

78.02%

Terminal growth rate (%)

-

2.10%

Pre-tax discount rate (%)

-

17.00%

112

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Impairment analysis as per 31 December 2021:

2021

Actual

2022 Forecast (Average

2022-2026)

Sales growth rate (%)

11.63%

19.04%

Gross margin (%)

70.19%

78.62%

Terminal growth rate (%)

-

1.90%

Pre-tax discount rate (%)

-

14.50%

Sales

Revenues mainly consist of recurring revenue due to the subscription-based SaaS model which

the Company has in place.

Sales are projected to grow between 9.3% and 19.9% (2021: 16% and 20.4% in the five

forecasted years) in the four forecasted years due to the expectations that acquisition will further

materialize in the forecast period.

Budgeted gross margin

Based on past performance and management’s expectations for the future.

Other operating costs

Operational expenses mainly relate to general and administrative expenses, sales and marketing

expenses and research and development expenses. It is expected to increase from $336 million

in 2023 to $504 million in 2026 (2021: from $336 million in 2022 to $572 million in 2026).

Annual capital expenditure

Capital expenditures relate to maintenance CAPEX of fixed assets and capitalized software. CAPEX

is forecasted as a percentage of revenue equal to the level of 2023. In the terminal value period,

the sum of CAPEX is assumed to be equal to depreciation and amortization.

Terminal growth rate

This is the growth rate used to extrapolate cash flows beyond the budget period. It is lower than

the 30-year US risk-free rate of 3.80% as per Valuation Date.

Pre-tax discount rate

The discount rate is derived from its weighted average cost of capital (WACC). The WACC

considers both debt and equity. The cost of equity is derived from the expected return on

investment by the Group’s investors. The cost of debt reflects the (pre-tax) borrowing costs at

current market rates as if the Company were to be refinanced at Valuation Date. Segment-specific

risk is incorporated by applying individual beta factors. Beta is driven by the sensitivity of a firm’s

earnings to market conditions, its operational leverage and its financial leverage.

For the impairment valuation analysis, a post-tax discount rate of 13.60% (2022) and 12.00%

(2021) was calculated. For disclosure purposes a pre-tax WACC of 17.00% (2022) and 14.50%

(2021) is applied.

(ii) Recoverable amount and impairment estimate

It was concluded that the recoverable amount of approximately $0.77 billion (2021: $1.31 billion)

exceeded the CGU carrying amount of approximately -$24 million (2021: -$40 million). As a result

of this analysis no impairment loss was recognized in both 2022 and 2021. The recoverable

amount disclosed is based on the mid-point range.

113

Meltwater N.V. – Annual consolidated and company only financial statements 2022

(iii) Impact of possible changes in key assumptions:

The Group has conducted an analysis of the sensitivity of the impairment test to changes in the

key assumptions used to determine the recoverable amount for the CGU. Specifically, the WACC

and terminal growth rate:

2022 financial year

If the post-tax WACC were to decrease to 12.24% or increase up to 14.96%, the estimated

enterprise value ranges from $0.94 billion to $0.73 billion. These post-WACC percentages

sensitivity changes would not lead to any impairment.

If the terminal growth rate would decrease to 1.60% or increase up to 2.60% the estimated

enterprise value ranges from $0.79 billion to $0.86 billion. These terminal growth rate sensitivity

changes would not lead to any impairment.

2021 financial year

If the post-tax WACC were to decrease to 9.60% or increase up to 14.40% the estimated

enterprise value ranges from $1.72 billion to $1.05 billion. These post-WACC percentages

sensitivity changes would not lead to any impairment.

If the terminal growth rate would decrease to 0.90% or increase up to 2.90% the estimated

enterprise value ranges from $1.19 billion to $1.44 billion. These terminal growth rate sensitivity

changes would not lead to any impairment.

The directors and management have considered and assessed reasonably possible changes for

other key assumptions and have not identified any instances that could cause the carrying amount

of the CGU to exceed its recoverable amount.

7. Leases

Right-of-use assets

The carrying amount of right-of-use assets related to leased buildings are included in property,

plant and equipment (note 4).

Lease liabilities

The IBR is determined as the sum of a reference rate, credit risk premium and country risk

premium. The calculation of IBR considers the currency of the lease contract, the lease term,

type of leased assets, the region of the lessee and the credit rating of the lessee. A single IBR is

applied to a portfolio of leases, which are similar in nature and in lease term within a region. The

weighted average IBR applied to new and modified lease liabilities was 7.68% (2021: 12.00%).

The carrying amount of lease liabilities and the related movements during the period are as

follows:

114

Meltwater N.V. – Annual consolidated and company only financial statements 2022

2022

$’000

2021

$’000

As at 1 January

29 897

33 512

Additions

5 849

6 121

Modifications

94

1 373

Interest

1 994

4 088

Payments of lease invoices

(13 600)

(14 515)

Exchange rate differences

(1 133)

(682)

As at 31 December

23 101

29 897

Non-current

13 249

19 969

Current

9 852

9 928

The following table sets out a maturity analysis of lease payments, showing the undiscounted

lease payments to be paid after the reporting date:

31

December

2022

$’000

31

December

2021

$’000

Less than 1 year

10 935

12 501

1 to 2 years

8 246

10 054

2 to 3 years

3 926

7 513

3 to 4 years

1 108

4 403

4 to 5 years

541

848

More than 5 years

86

75

Total undiscounted lease liability

24 842

35 394

Unpaid finance expense

(1 741)

(5 497)

Total lease liability

23 101

29 897

Amounts recognized in the statement of profit and loss:

2022

$’000

2021

$’000

Depreciation on right-of-use asset

11 296

11 149

Interest expense (included in finance cost in note 24)

1 994

4 088

Expense related to short-term leases

1 061

1 384

Variable lease payments

1 514

1 237

Income from subleasing right-of-use asset

397

433

The total cash outflows recognized in the statement of cash flows is as follows:

2022

$’000

2021

$’000

Payments of lease invoices (principal portion)

11 444

10 437

Interest on lease liabilities

2 156

4 078

Expenses related to short-term leases

1 061

1 384

Variable lease payments

1 514

1 237

115

Meltwater N.V. – Annual consolidated and company only financial statements 2022

8. Financial assets at fair value through profit and loss and amortized cost

The Group holds the following financial assets:

Financial assets at

amortized cost

$’000

Financial assets

measured at fair

value through profit

and loss

$’000

Total

$’000

As at 1 January 2021

5 267

2 036

7 303

Additions

1 348

-

1 348

Additions through

acquisitions

2 861

- 2 861

Other (exchange rate

effects and other)

1 730

(658) 1 072

Disposal

(315)

(86)

(401)

As at 31 December

2021

10 891 1 292 12 183

Additions

731

-

731

Other (exchange rate

effects and other)

(2 781) (88) (2 869)

Disposal

(2 508)

-

(2 508)

As at 31 December

2022

6 333 1 204 7 537

Financial assets at amortized cost

The financial assets at amortized cost include deposits and restricted cash held in as collateral in

the event of default of our operating lease agreements. As of each of 31 December 2022 and

2021, restricted cash comprises $2.2 million and $2.3 million respectively.

Financial assets at fair value through profit and loss

The Financial assets at fair value through profit and loss are purchased equity investments in

privately held technology companies and limited partnerships, in total $1.2 million (2021: $1.3

million).

For these investments, the Company does not have the ability to exercise significant

influence over the investees. Furthermore, the fair value of these investees has not materially

changed year on year.

9. Trade receivables

31

December

2022

$’000

31

December

2021

$’000

Trade receivables

89 203

88 090

Receivables from related parties

59

62

89 262

88 152

Trade receivables are amounts due from customers for services performed in the ordinary course

of business. As at 1 January 2021, trade receivables amounted to $75.8 million. They are classified

as current and are expected to be collected within one year. The Company’s allowance for

expected credit losses was not material for the years ended 31 December 2022 and 2021.

116

Meltwater N.V. – Annual consolidated and company only financial statements 2022

10. Other current assets

31

December

2022

$’000

31

December

2021

$’000

Prepayments

9 794

9 763

Lease deposits

-

31

VAT receivable

8 978

10 056

Short-term deposits

2 593

1 249

Research and development tax credit receivable

2 340

-

Prepaid income taxes

1 260

-

Other receivables

4 720

2 755

29 685

23 854

11. Contract costs

31 December

2022

$’000

31 December

2021

$’000

As at 1 January

58 181

46 450

Movements

Investment in contract costs

50 445

49 754

Amortization

(42 346)

(36 757)

Other (foreign exchange rate effects)

(2 414)

(1 266)

As at 31 December

63 866

58 181

Non-current

31 205

25 690

Current

32 661

32 491

63 866

58 181

The Company capitalized incremental costs of obtaining a revenue contract. The capitalized

amounts consist primarily of sales commissions and fringe benefit costs associated with the

Company’s direct sales force. Costs capitalized related to new revenue contracts are amortized

on a straight-line basis over four years, which although longer than the typical initial contract

period, reflects the average period of benefit, including expected contract renewals. Additionally,

the Company amortizes capitalized costs for renewal over the renewal period.

12. Cash and cash equivalents

13. Share capital

The Company’s Articles of Association, as amended on 6 December 2021, authorized the

Company to issue an unlimited number of shares of Series A common shares with a par value of

$0.0001 per share and zero preference shares with no par value. Additionally, the shares were

converted from $0.0001 per share to €0.01 per share resulting in an increase of the paid share

capital to €3.0 million, the increase being funded from share premium.

The issued shares of Meltwater N.V. were as follows:

31

December

2022

$’000

31

December

2021

$’000

Cash at bank

35 144

44 387

117

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Total ordinary shares

Total Shares

Total amount

$’000

Opening balance 1 January 2021

291 786 700

29

Issuance of Series A common shares

7 659 351

6

Release of restricted share units

4 737 740

-

Change in par value of share capital

-

3 404

Repurchase of Series A common shares

(1 625 236)

(18)

31 December 2021

302 558 555

3 421

Issuance of Series A common shares

1 422 411

15

Release of restricted share units

5 785 745

63

Repurchase of Series A common shares

(11 368 892)

(124)

31 December 2022

298 397 819

3 375

The share premium of Meltwater N.V. was as follows:

2022

$’000

2021

$’000

As at 1 January

417 255

351 657

Premium arising on issue of shares

3 513

24 415

Premium decrease due to repurchase of shares

(21 390)

(14 620)

Change in par value

-

(3 404)

Share-based compensation expense

30 279

60 425

Share-based compensation tax

(169)

(1 218)

Release of restricted share units

(63)

-

Other

214

-

As at 31 December

429 639

417 255

There was no amount recorded of transaction costs paid by the Company relating to the issue of

shares and recorded as a deduction from equity in the 2022 financial year relating to shares

issued in 2021 (2021: $35 thousand).

Share repurchases

In December 2020 the Company’s Board of Directors approved a share repurchase program

authorizing the Company to repurchase 10% of shares, depository receipts, vested options and

vested RSUs (“Eligible Securities”) from current employees at a repurchase price of $4.96 per

share subject to a reduction for transaction expenses and exercise prices. The January 2021

amendment subsequently modified the valuation to be the greater of $4.96 or the average closing

price on the Euronext Growth Oslo over the period from 11 January 2021 through 15 January

2021. The average closing price for that time period was $6.81. The share repurchase program

commenced on 24 December 2020 and completed on 27 January 2021. The Company

repurchased 1 902 680 in Eligible Securities for an aggregate amount of $11.4 million. All share

repurchases were made using cash resources. In February 2021 the Company’s Board of Directors

approved the repurchase of 1 486 639 options from certain Executives and Officers of the

Company with a repurchase price of $6.81 less the option exercise price for an aggregate amount

of $8.9 million. All option repurchases were made using cash resources. The repurchases were

made above fair value. The amount of compensation expense recognized as a result of repurchase

above fair value is $13.4 million.

Employee buyback program

On 1 December 2021 the Company announced a share buyback program of up to $50 million.

118

Meltwater N.V. – Annual consolidated and company only financial statements 2022

The share buyback program comprised an initial offer to eligible Meltwater employees, to be

followed by general market repurchases. The general meeting authorized the Board of Directors

to repurchase Company shares on 3 December 2021, reconfirming the authorization granted by

the general meeting on 30 June 2021.

Additionally, The Company facilitated an opportunity for employee holders to sell up to 25% of

their total holdings through an employee offer. The price per share that was paid in the offer was

equal to the volume weighted average trading price in a five-trading day period starting ten

trading days after launch. In December 2021, management repurchased $7.4 million of shares

tendered by employees, however the amount was not paid to employees until January 2022 due

to typical settlement period timing differences.

Additionally, under the program, Meltwater repurchased shares in the open market, in line with

applicable restrictions, relevant guidelines and main safe harbor principles on price and volume

limitations. The repurchases began in January 2022 and the duration of the program was up to

and including 30 June 2022 or such earlier time as the Board of Directors resolves to terminate

the program. As of 30 June 2022, Meltwater repurchased 11 368 892 shares from the general

market for an aggregate cost of $21.5m. Any shares repurchased are expected to be used as

consideration in future acquisitions or, absent this, be cancelled. No further repurchases were

made after between 30 June 2022 to date.

At the end of 31 December 2022, the total amount of shares that the company repurchased in

the prior year and current year is 12 994 128 shares, there were no repurchases made prior to 1

January 2021.

14. Other reserves

The other reserves comprise of the following:

Foreign currency

translation

reserve

$’000

Remeasurement on

employee benefit

obligation reserve

$’000

Total

$’000

Balance as of 1 January 2021

(56)

(44)

(100)

Foreign currency translation

adjustments

(3 467)

-

(3 467)

Remeasurement on employee benefit

obligation

-

19

Total comprehensive income/(loss)

(3 467)

19

(3 448)

Balance as of 31 December 2021

(3 523)

(25)

(3 548)

Balance as of 1 January 2022

(3 523)

(25)

(3 548)

Foreign currency translation

adjustments

(4 160) - (4 160)

Remeasurement on employee benefit

obligation

- 273

273

Total comprehensive

income/(loss)

(4 160) 273

(3 887)

Balance as of 31 December 2022

(7 683) 248 (7 435)

119

Meltwater N.V. – Annual consolidated and company only financial statements 2022

15. Employee benefit obligations

Employee benefit obligations as per statement of financial position comprise of:

31 December 2022

Current

$’000

Non-current

$’000

Total

$’000

Long service leave obligation (i)

168

90

258

Defined pension benefits (ii)

-

(185)

Total employee benefit obligations

168

(95)

73

31 December 2021

Current

$’000

Non-current

$’000

Total

$’000

Long service leave obligation (i)

148

123

271

Defined pension benefits (ii)

-

133

Total employee benefit obligations

148

256

404

i) Long service leave obligation

Meltwater Australia employees earn additional leave days after a certain number of service years

under this plan, which is comparable to a jubilee plan which utilizes leave days instead of jubilee

benefits (e.g. monthly salary).

The amounts recognized in the statement of financial position and the movements in the long

service leave obligation over the year are as follows:

Present value of obligation

$’000

(241)

1 January 2021

Current service cost

(42)

Interest (expense)/income

(3)

Gains/(losses) on other long-term benefits

(1)

Total amount recognized in profit or loss

(46)

Exchange differences

16

Total other comprehensive income/(losses

16

31 December 2021

(271)

Present value of obligation

$’000

1 January 2022

(271)

Current service cost

(43)

Interest (expense)/income

(6)

Gains/(losses) on other long-term benefits

9

Total amount recognized in profit or loss

(40)

Exchange differences

53

Total other comprehensive income/(losses

53

31 December 2022

(258)

The net liability disclosed above is unfunded.

120

Meltwater N.V. – Annual consolidated and company only financial statements 2022

The significant actuarial assumptions were as follows:

31 December 2022

31 December 2021

Discount rate

5.09%

2.49%

Inflation rate

3.00%

2.00%

Annual salary increase (including inflation)

10.00%

Leave taken in service

3.00%

The employee obligation valuation for the current year was performed as at 30 November 2022.

No significant movements took place during the month up until 31 December 2022, that will

impact the employee obligation valuation and management is of the opinion that the employee

obligation valuation is still applicable for 31 December 2022.

Superannuation and on-cost assumption

The entity has advised the amount of on-costs to apply. These include workers’ compensation,

payroll tax and superannuation as well as annual leave and the long service leave that accrues

on leave taken in service. An allowance has been made for an increase in the minimum

Superannuation Guarantee rate which is progressively increasing from 10.50% currently to

12.00% by 1 July 2025.

Payroll tax, workers compensation and the accrual of additional long service leave are state-based

assumptions.

Note that only workers compensation and payroll tax are payable on benefits paid on termination.

All on-costs apply to payments for leave taken in service.

The following table summarises the on-cost assumptions adopted:

Item

Assumption

Superannuation on-cost

10.50% - 12.00%

Workers’ compensation

0.25% to 0.59% (varies by state)

Payroll taxes*

4.85% to 5.45% (varies by state)

Annual leave (working days p.a.)

20

Long service leave (working days p.a.)

4.33 – 6.5

*NSW (New South Wales, Australia) payroll taxes are temporarily reduced from 5.45% to 4.85%

(1 July 2020 to 30 June 2022)

Exit rate assumption

The exit rate assumptions are shown below for various years of service. In addition, we have

assumed that all employees retire at age 65 if they have not exited earlier.

These assumptions were set after considering the actual exit experience over the 4 years ended

30 November 2022, and applying smoothing given the small numbers of employees in Meltwater

Australia and hence some volatility in exit experience. The actual experience over the period

ended 30 November 2022 showed continued high employee turnover rates, and therefore the

Base Assumptions remain appropriate. As relatively high rates of employee turnover have been

observed, we have also developed an alternative set of exit rate assumptions (lower turnover

rates) for sensitivity purposes. We have retained the same assumed rates for both of these sets

of assumptions as those adopted for the 31 December 2021 valuation.

121

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Given that Victorian employees are entitled to receive long service leave payments upon

termination at 7 years’ service or more, whereas NSW and Queensland employees are only

entitled to long service leave payments upon termination from 10 years’ service onwards, we

have set a different assumption for expected exit experience based on State (as employees are

less likely to leave service as they approach the minimum service for entitlement).

Experience analysis

Actual exit rate p. a

Years of service

2022

2021

Average

0-1 year

38.2%

45.5%

40.1%

1-2 years

50.0%

26.1%

34.3%

2-3 years

17.6%

57.1%

32.2%

3-4 years

33.3%

40%

39.2%

4-5 years

16.7%

40%

30.8%

5+ years

21.4%

28.3%

22.0%

The average in the table above is a four year average, including 2020 and 2019. Due to the fact

that 2020 and 2019 are not disclosed as comparatives they are not included in the table above

but are included in the average.

Exit rate assumptions

Base assumptions

Sensitivity assumptions

Years of service

Probability of

termination

(Victoria)

Probability of

termination

(other states)

Probability of

termination

(Victoria)

Probability of

termination

(other states)

0-1 year

40%

35%

1-2 years

30%

25%

2-3 years

30%

25%

3-4 years

30%

25%

4-5 years

30%

25%

5-6 years

15%

30%

8%

25%

6-7 years

15%

30%

8%

15%

7-8 years

30%

15%

8-9 years

30%

15%

0%

9-10 years

30%

15%

0%

Greater than 10

years

30%

15%

The sensitivity of the long service leave obligation to changes in the weighted principal

assumptions is:

Liability value

31 December 2022

Impact

Percentage

Base cost

258

Sensitivities

Discount rate + 25 bps

256

(2)

-1%

Discount rate - 25 bps

260

2

1%

Salary increase +50 bps

263

5

2%

Salary increase - 50 bps

253

(5)

-2%

Lower exit rate

assumptions

378

120

47%

122

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Liability value

31 December 2021

Impact

Percentage

Base cost

271

Sensitivities

Discount rate + 25 bps

268

(3)

-1%

Discount rate - 25 bps

274

3

1%

Salary increase +50 bps

277

6

2%

Salary increase - 50 bps

266

(6)

2%

Lower exit rate

assumptions

430

159

58%

ii)

Defined benefit pension plan

Meltwater Switzerland employees are entitled to a pension plan valid from 01 December 2010

including old-age pension, spouse and orphan pension, disability pension and death benefit. It is

a funded pension plan and compulsory for employees. The pension plan is financed by both

employees and employers via a pension fund (

Pensionskasse

). The old-age pension benefit is

calculated by multiplying the contribution with a conversion rate (according to pension scheme

plans). Spouse pension benefit is 60% of the old-age benefit or 20% for orphan.

Disability pension benefit amounts to 6.80% of the projected regulatory retirement assets without

interest. In addition, the child of the disabled employee will also receive 20% of the employee’s

disability pension benefit. In case of death of an employee, spouse or orphan will receive 60% or

20% of disability pension benefit.

The insured salary multiplied by an age-depending percentage defines the employee’s

contribution. The risk premium is 0.80% of the employee’s annual salary.

The plan’s entry age is 17. The earliest retirement age is 58. The normal retirement age is 65 for

men and 64 for women.

The amounts recognized in the statement of financial position and the movements in the net

defined benefit obligation over the year are as follows:

123

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Present value of

obligation

$’000

Fair value of plan

assets

$’000

Total

$’000

1 January 2021

(955)

735

(220)

Current service cost

(88)

Interest (expense)/income

(2)

7

5

Total amount recognized in profit

or loss

(90)

7

(83)

Return on plan assets, excluding

amounts included in interest income

-

5

Loss from change in financial

assumptions

51

-

51

Loss from change in demographic

assumptions

38

-

38

Experience losses

35

Change in asset ceiling, excluding

amounts included in interest expense

-

Total amount recognized in other

comprehensive income

124

5

129

Exchange differences

34

(26)

8

Contributions:

Employer

-

33

Plan participants

(33)

33

-

Benefit payments

76

(76)

-

31 December 2021

(844)

711

(133)

Present value of

obligation

$’000

Fair value of plan

assets

$’000

Total

$’000

1 January 2022

(844)

711

(133)

Current service cost

(38)

-

(38)

Interest (expense)/income

(2)

2

-

Total amount recognized in profit

or loss

(40)

2

(38)

Return on plan assets, excluding

amounts included in interest income

-

86

Loss from change in financial

assumptions

164

-

164

Loss from change in demographic

assumptions

-

Experience losses

23

-

23

Change in asset ceiling, excluding

amounts included in interest expense

-

Total amount recognized in other

comprehensive income

187

86

273

Exchange differences

18

44

62

Contributions:

Employer

(21)

21

-

Plan participants

-

21

Benefit payments

107

(107)

-

31 December 2022

(593)

778

185

124

Meltwater N.V. – Annual consolidated and company only financial statements 2022

The total net liability relates to funded plans.

The significant actuarial assumptions were as follows:

31 December 2022

31 December 2021

Discount rate beginning of year

0.35%

0.10%

Discount rate end of year

2.00%

0.35%

Inflation rate

1.00%

Salary increase

1.00%

Social security increase rate

1.00%

Pension increase rate (in payment)

0.00%

Assumptions regarding future mortality are set based on the BVG 2020 generational mortality

tables that were published on 15 December 2020 and are based on the experience during period

2015 to 2019 of the largest autonomous Swiss pension plans. The normal retirement age for men

is 65 and for women it is 64.

Sensitivity analysis:

The sensitivity of the defined benefit obligation to changes in the actuarial principal assumptions

is:

Liability value

31 December 2021

Impact

Percentage

Base cost

845

Sensitivities

Discount rate + 25 bps

805

(40)

-5%

Discount rate - 25 bps

888

43

5%

Inflation +50 bps

858

14

2%

Inflation –50 bps

832

(13)

-2%

Salary increases +50 bps

858

14

2%

Salary increases - 50 bps

832

(13)

-2%

Social security increase

rate +50bps

858

14

2%

Social security increase

rate -50bps

832

(13)

-2%

Lower exit rate

assumptions

1 142

298

35%

Liability value

31 December 2022

Impact

Percentage

Base cost

593

Sensitivities

Discount rate + 25 bps

577

(16)

-3%

Discount rate - 25 bps

609

16

3%

Inflation +50 bps

601

8

1%

Inflation –50 bps

585

(8)

-1%

Salary increases +50 bps

601

8

1%

Salary increases - 50 bps

585

(8)

-1%

Social security increase

rate +50bps

601

8

1%

Social security increase

rate -50bps

585

(8)

-1%

Lower exit rate

assumptions

746

153

26%

125

Meltwater N.V. – Annual consolidated and company only financial statements 2022

16. Share-based payments

Stock Purchase Plan

In December 2008, the Company adopted the stock purchase plan (“SPP”), as amended in 2010

and 2011. Under the SPP, the Company grants share purchase rights to all eligible employees

and contractors who provide significant services to the Company. Since the Company was a Dutch

B.V. incorporated in the Netherlands, any transfer of shares to employees required prior

notarization. Thus, rather than directly issuing Company shares to the employee, the Company

issues depository receipts to its employees as evidence of their beneficial and economic ownership

of the Company. The depository receipts are issued through Stichting Administratie kantoor

Meltwater Holding (“STAK”), a Dutch entity that was created by the Company for the purpose of

facilitating the issuance of depository receipts. The Company issues or transfers the relevant

number of Company shares to STAK for the benefit of the relevant participants and STAK, in due

observance of its articles of association and in accordance with its terms and conditions of

administration, issues one depositary receipt to the relevant eligible participant for each Company

share issued.

Employees are invited to participate in the SPP, when the Company’s Board of Directors approves

an offering, typically once a year or once every two years. The Board of Directors determines the

terms of the purchase, including employee eligibility, acquisition price, and maximum number of

depository receipts that participants may purchase according to eligibility levels. The purchase

price is due and payable upon the purchase of the shares; however, participants may elect to

submit payment in whole or in part via payroll deductions. Deferred payments, plus interest

(annualized rate of 4.50%), are deducted in equal instalments from the employee’s salary over a

six-month period, commencing at the issuance of the depositary receipts. The Company has a

full recourse provision in instances where an employee leaves the Company.

SPP participants with fully-paid depository receipts have full entitlement to all the economic

benefits and risks of the shares as shareholders. The depository receipts vest in two to three

tranches over one to three years.

Generally, depository receipts are transferable once they are vested. In the event of termination

of employment services, the shares can be repurchased by the Company at a repurchase price

determined in accordance with the provisions of the SPP, which depends on the original sale price

of the shares, the fair market of the shares at the time of repurchase, and the reason for the

employee’s departure from the Company.

As of 31 December 2022, and 2021, STAK owned 701 380 and 770 780 shares of Series A common

shares, against which 279 350 and 348 750 depository receipts had been issued to employees

pursuant to the program, and 422 030 and 422 030 shares remained unissued, respectively.

During each of the years ended 31 December 2022 and 2021, the Company recorded no

compensation expense related to the SPP.

2011 Equity Incentive Plan

In June 2011, the Company adopted the 2011 Equity Incentive Plan (“2011 EIP”), with

30 000 000 shares of Series A common shares reserved for issuance under the 2011 EIP. Equity

awards granted under this plan may be incentive share options, non-statutory share options,

restricted shares or restricted share units. Non-statutory share options, restricted shares and

restricted share units may be granted to employees, directors, and consultants. Incentive share

options may only be granted to employees. The exercise price of incentive share options and

non-statutory share options may be no less than fair market value per share on the date of grant.

Options granted under the 2011 EIP have a term of up to ten years from the date of grant. The

liquidity event condition is satisfied on the earlier of (i) an acquisition or change in control of the

126

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company or (ii) one hundred and eighty days after the effective date of the Company filing a

registration statement on Form S-1 (or equivalent filing) with the Securities and Exchange

Commission for the initial public offering of its shares. Vested but unexercised options generally

expire within ninety days after termination of services with the Company. No more awards are

currently subject to these terms as of 31 December 2022.

In April 2021, the Company modified RSU Agreements to change the vesting terms so that 50%

of RSUs vest on 4 December 2021 and the remaining 50% vest on 31 March 2022 with no Liquidity

Event condition. In addition, the Company modified the termination date of these RSUs to 31

December 2022. The modification is effective only upon the execution of Amendment Letter by

the awardee. The amount of incremental fair value resulting from the modification was $50.2

million and the amount of incremental expenses recognized in 2022 resulting from the

modification was $8.3 million (2021: $40.9 million).

During September 2021, 2 820 561 options (selected option awards) were also modified to

change the vesting conditions. These modified awards originally included a liquidity event (exit

event) and accompanying vesting period as a requisite to vest. During the third quarter the

conditions were modified to remove the liquidity event since that was deemed improbable of

being met. The corresponding vesting period was also removed that resulted in all options

deemed vested on the grant date. The expiration date of these options was extended by 5 years

to enable the holders of these modified awards to still exercise them after the modification.

Modification accounting was applied to these awards. The amount of incremental fair value

resulting from the modification was $11.2 million and the amount of incremental expenses

recognized in 2021 resulting from the modification was $11.2 million.

The following table summarizes the Company’s share option activity related to the 2011 EIP for

the two years ended 31 December 2022 and 2021:

Number of

share

options

outstanding

Weighted-

average

exercise

price

Weighted-

average

remaining

contractual

term

(in years)

Balance as of 1 January 2021

35 838 900

1,36

5,94

Granted

7 059 600

5,26

Exercised

(4 046 816)

1,35

Repurchased

(1 616 024)

1,03

Forfeited or cancelled

(4 618 125)

1,61

Balance as of 31 December 2021

32 617 535

2,13

6,36

Options exercisable as of 31 December 2021

24 807 979

1,39

5,36

Granted

1 477 000

2,08

Exercised

(684 845)

1,14

Forfeited or cancelled

(4 253 199)

2,51

Balances as of 31 December 2022

29 156 491

2,16

5,68

Options exercisable as of 31 December 2022

24 223 176

1,78

5,12

Restricted share units granted under 2011 EIP are valued at their fair market value on the date

of grant and have a term of up to ten years from the date of grant.

The weighted average share price at the date of exercise is $1.96 for the current financial year

(2021: $5.38).

The range of exercise prices for share options outstanding as at 31 December 2022 is $0.83 to

$5.73.

127

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Restricted share units relating to 2011 EIP (RSUs)

The following table summarizes the Company’s RSU activity related to the 2011 EIP for the two

years ended 31 December 2022 and 2021:

Number of

RSU’s

outstanding

Weighted-

average

fair value

price

Weighted-

average

remaining

contractual

term

(in years)

Balance as of 1 January 2021

10 263 000

1,13

2,57

Granted

1 064 239

5,18

Vested

(4 896 050)

5,21

Repurchased

(3 928)

0,88

Forfeited or cancelled

(841 554)

1,28

Balance as of 31 December 2021

5 585 707

5,32

0,64

Granted

3 410 708

1,91

Vested

(5 613 098)

4,87

Forfeited or cancelled

(190 527)

3,05

Balances as of 31 December 2022

3 192 790

2,61

7,95

The following table summarizes the Company’s activity of available share-based awards related

to the 2011 EIP for the two years ended 31 December 2022 and 2021:

Number of

available

awards

Balance as of 1 January 2021

1 872 800

Increase in shares authorized

8 700 000

Granted

(8 123 839)

Forfeited or cancelled

5 459 679

Balance as of 31 December 2021

7 908 640

Increase in shares authorized

-

Granted

(4 887 708)

Forfeited or cancelled

4 443 726

Balances as of 31 December 2022

7 464 658

Modification of CAO awards:

During 2022, Meltwater modified the RSU awards granted to the CAO under the 2011 Equity

Incentive Plan classified as equity-settled share-based payments in order to extend the expiration

period of his current awards. The original expiration date was 24 February 2023 which

subsequently was extended to 24 February 2028.

2022 Share Incentive Plan (RSUs)

In March 2022, the Company adopted the 2022 Share Incentive Plan (“2022 SIP”), with the

purpose being to advance the interests of the Participating Company Group and its shareholders

by providing an incentive to attract, retain and reward Persons performing services for the

Participating Group Company and by motivating such Persons to contribute to the growth and

profitability of the Participating Company Group. Awards may only be granted to Employees,

Consultants and Directors and are granted solely at the discretion of the Board. The maximum

aggregate number of Awards that may be granted and Shares that may be issued under the Plan

are equal to 15,160,776 shares, being a number equal to 5% of the total of 303,215,534 shares

of the issued share capital of the Company.

RSU’s granted under 2022 SIP are valued at their fair market value on the date of grant and have

a term of up to ten years from the date the awards are granted. RSU’s may be granted upon

such conditions as the Board shall determine, including, without limitation, upon the attainment

128

Meltwater N.V. – Annual consolidated and company only financial statements 2022

of one or more Performance Goals. No monetary payment shall be required as a condition of

receiving a RSU, the consideration for which shall be services actually rendered. The RSU’s vest

over a period of 4 years.

To date, RSUs are the only awards that have been issued under the 2022 SIP. All RSU’s were

issued with only service conditions attached, except for RSU’s issued to John Box, Meltwater CEO,

which were issued with both service and performance conditions attached. The grant date of

these RSU’s per the awards agreement is 16 December 2022 with the vesting date being 31

December 2024 subject to the conditions being met.

Awards are granted solely at the discretion of the Board. The exercise price of each Option shall

be established at the discretion of the Board; provided ,however that the exercise price shall not

be less than the Fair Market value of a Share on the effective date of grant of the Option, if

required by Applicable Law. Options shall be exercisable at such time or times , or upon events

and subject to such terms and conditions , performance criteria and restrictions as determined

by the Board and set forth in the Award Agreement evidencing such Option, provided however

that no Option shall be exercisable after the expiration of 10 years after the effective date of

grant of such Options. Unless otherwise specified by the Board in the grant of an Option, each

Option shall terminate 10 years after the effective date of the grant of the Option, unless earlier

terminated in its provisions.

Share Appreciation Rights shall be evidenced by Award Agreements specifying the number of

Shares subject to the Award, in such form as the Board shall establish. None have been issued in

the current year.

Equity awards granted under this plan may be incentive share options, non-statutory share

options, restricted shares or restricted share units. Non-statutory share options, restricted shares

and restricted share units may be granted to employees, directors, and consultants. Incentive

share options may only be granted to employees. The exercise price of incentive share options

and non-statutory share options may be no less than fair market value per share on the date of

grant. Options granted under the 2022 SIP have a term of up to ten years from the date of grant.

RSU Awards may be (but need not) be made subject to Vesting conditions based upon the

satisfaction of such Service requirements, conditions, restrictions or performance criteria ,

including, without limitation, Performance Goals, as shall be established by the Board and set

forth in the Award Agreement evidencing the Award.Vested but unexercised options generally

expire within ninety days after termination of services with the Company.

The Plan provides that the Managing Board of the Company has previously been appointed as

plan administrator with the authority to grant or extend the termination date of any RSU’s or

Options granted under the plan.

The following table summarizes the Company’s RSU activity related to the 2022 SIP for the year

ended 31 December 2022:

129

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Number of

RSU’s

outstanding

Weighted-

average

fair value

price

Weighted-

average

remaining

contractual

term

(in years)

Balance as of 1 January 2022

-

Granted

14 763 114

1,57

Vested

(14 337)

0,89

Forfeited or cancelled

(1 170 831)

1,82

Balance as of 31 December 2022

13 577 946

1,55

6,90

The Company recognized share-based compensation expense as follows:

2022

$’000

2021

$’000

Cost of sales

1 449

1 642

General and administrative

7 460

7 935

Sales and marketing

14 578

36 815

Research and development

6 792

14 033

Total share-based compensation

30 279

60 425

Determining fair value of share options

The assessed fair value at grant date of options granted during the year ended 31 December

2022 was $1.17 per option (2021 – $2.80). The estimated grant date fair value of all the

Company’s equity-based awards was calculated by applying the Black-Scholes option-pricing

model to the Employee Incentive Plan options using the following input factors for the years

ended 31 December 2022 and 2021:

2022

2021

Expected term (years)

5,87

5,88

Weighted-average volatility

61.14%

57.6%

Risk-free interest rate

1.9%

1.2%

Expected dividend yield

-

Determining the fair value of modified share options

The assessed fair value of the options modified at date of modification was $ 1.52 per option.

The estimated fair value at modification date of the modified share options was calculated by

applying the Black-Scholes option-pricing model to the Employee Incentive Plan options using the

following input factors for the year ended 31 December 2022:

2022

2021

Expected term (years)

6,00

5,26

Weighted-average volatility

60.5%

61.4%

Risk-free interest rate

1.9%

0.8%

Expected dividend yield

-

Dividend yield

To date, the Company has not declared or paid any cash dividends and has no plans to do so in

the future. Therefore, the Company used an expected dividend yield of zero.

Risk-free interest rate

The risk-free interest rate assumption is based on the zero-coupon U.S. Treasury instruments on

the date of grant with a maturity date consistent with the expected term of share options granted

to the Company’s employees.

130

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Volatility

Since the Company was private at the time of the offer and did not have any trading history for

its common shares, the expected share price volatility was calculated based on the average

volatility for comparable publicly traded companies for time horizons equal to the expected term

of the share option grants. The Company does not have sufficient historical share price to utilize

Meltwater historical data for volatility, as such, the Company utilizes peer-group historical share

prices to calculate volatility.

Expected Term

There is no historical information available to the Company to develop reasonable expectations

about future exercise patterns and post-vesting employment termination behaviour for the share

option grants to the Company’s employees. As such, the expected term was estimated using data

from comparable publicly traded companies.

17. Trade and other payables

31

December 2022

$’000

31

December 2021

$’000

Trade payables

22 940

11 971

Wage taxes and social securities

3 718

8 179

VAT

14 247

15 594

Accrued expenses

30 811

48 158

Audit fees

3 550

1 361

Net salaries

28 897

32 222

Deferred and contingent purchase considerations

7 751

4 607

Other payables

2 904

809

114 818

122 901

The carrying values of trade and other payables are a reasonable approximation of fair value due

to their short-term nature.

Movement in the contingent considerations is disclosed in note 30.

The net salaries accrual consists of salaries to the value of $4.90 million (2021: $8.53 million),

bonuses of $11.16 million (2021: $13.42 million), commissions of $10.60 million (2021: $8.53

million) and social charges of $2.23 million (2021: $1.71 million).

18. Borrowings

Non-convertible loans

$’000

Total

$’000

Balance at 1 January 2021

-

Additions

25 000

Additions due to acquisitions

59

Balance at 31 December 2021 25 059

25 059

Additions

30 000

Repayments

(5 015)

Other

(6)

Balance at 31 December 2022

50 038

131

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Balance at 31 December 2022 50 038 50 038

of which (duration)

< 1 year

12

≥1 year ≤ 5 years

50 026

> 5 years

-

Balance at 31 December 2021 25 059 25 059

of which (duration)

< 1 year

13

≥1 year ≤ 5 years

25 046

> 5 years

-

Repayment obligations falling due within 12 months from the end of the financial year, as set out

above, are included in current liabilities.

2020 Credit Facility

In December 2020, the Company entered a multi-currency revolving credit facility (the “2020

Credit Facility”) of $150.0 million. The maturity date of the 2020 Credit Facility is three years from

when the first utilization occurs with an option to extend an additional one to two years. Interest

accrues on amounts outstanding under the 2020 Credit Facility at LIBOR plus a margin range of

1.50% to 2.00% per annum. The interest rate margin on unpaid balances is based on the

Company’s leverage ratio. The Company may choose to repay or reduce its commitments under

the 2020 Credit Facility at any time.

The 2020 Credit Facility contains a covenant to provide the Company’s financial statements within

a certain time period, and a covenant requiring compliance with a financial leverage ratio.The

covenants have been met by the Company at the reporting date. The 2020 Credit Facility also

includes acceleration of repayment of the borrowings upon event of default, including a material

adverse change clause.

The arrangement fees for the 2020 Credit Facility have been capitalized in Other non-current

assets in the Company’s consolidated statement of financial position and are amortized over the

term of the 2020 Credit Facility since the first utilization occurred and the amortization expense

are included in interest expense in the Company’s consolidated statement of operations.

In June 2021, the Company drew down $25 million from the Revolving Credit Facility which

remained outstanding as of 31 December 2022. During the year ended 31 December 2022 the

Company drew down an additional $25 million, on a net basis, from the Revolving Credit Facility.

As of 31 December 2022, the undrawn credit facility of the Company is $100 million (31 December

2021: $125 million).

There was no draw down after year end from the Revolving Credit Facility. At the reporting date

the undrawn credit facility available to the Company is $100 million.

19. Other non-current liabilities

31

December 2022

$’000

31

December 2021

$’000

Contingent consideration

788

9 967

Deferred purchase consideration

836

1 418

Other

941

2 191

2 565

13 576

Movement in the contingent considerations is disclosed in note 30.

132

Meltwater N.V. – Annual consolidated and company only financial statements 2022

20. Contingent liabilities

The Company is subject to litigation arising in the ordinary course of business as described below.

Centre Français d’ Exploitation du droit de Copie

In July 2022 the Centre Français d’ Exploitation du droit de Copie ("CFC ") filed a claim against

both Meltwater News Fr SA and Meltwater Deutschland GmbH for alleged copyright infringement

of the publishers that CFC represents. Meltwater does not agree with the nature of the claims

under French law. The initial case management hearing was held in November 2022. Meltwater

has submitted a brief in response to the case on the merits.

Based on the early stage of the legal proceedings, the Company is unable to reasonably estimate

the potential impact, if any, arising from this matter.

Claim under labor and employment laws by certain former employees

In December 2020, Meltwater entered into a settlement agreement with some former US

employees related to wage and hour claims (disclosed in the Annual Report 2021). Lawyers acting

for former employees that were not included in the settlement wrote to Meltwater inviting pre-

litigation discussions related to wage and hour claims for this group of employees. The parties

exchanged several correspondences. In November 2022, the parties began mediation.

21. Revenue from contracts with customers

21.1 Revenue streams

The Company derives its revenue primarily from subscription fees for its cloud-based news and

social media monitoring services. The Company hosts software applications that it makes

available to its customers over subscription periods generally up to 12 months or may extend to

longer periods. The Company provides customers with access to training and support (included

as part of the subscription fees) that help them use the cloud-based news and social media

monitoring services over the subscription periods. Generally revenue is recognized over a period

of time.

21.2 Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by geographical

market:

133

Meltwater N.V. – Annual consolidated and company only financial statements 2022

2022

2021

$’000

Primary geographical markets

United States

178 520

155 931

Europe, Middle East, Africa, India (EMEA)

Germany

37 673

36 284

United Kingdom

26 938

25 775

Finland

14 949

15 969

Netherlands

13 453

13 504

Sweden

10 948

12 339

Middle East

8 032

7 743

Rest of EMEA

29 398

23 341

Asia Pacific (APAC)

Australia

33 462

32 704

Japan

13 145

13 998

China

10 536

10 358

Hong Kong

10 988

10 285

Singapore

13 523

9 697

Rest of APAC

3 304

2 408

Americas, excluding United States

Canada

33 247

30 672

Rest of Americas

540

620

Total

438 656

401 628

The increase in revenue in the United States is primarily driven by the realized synergies following

the acquisitions of Klear, Linkfluence, Owler and DeepReason.ai as completed in the financial year

ended 2021.

21.3 Contract balances

The following table shows the current period contract liability balance as well as how much of the

revenue recognized in the current reporting period relates to carried-forward contract liabilities:

31

December

2022

$’000

31

December

2021

$’000

- Contract liabilities

(258 841)

(245 406)

- Revenue recognized that was included in the

contract liability balance at the beginning of

the period

229 044 206 124

As at 1 January 2021, contract liabilities amounted to $217.27 million.

The revenue recognized from performance obligations satisfied in prior periods is zero.

21.4 Unsatisfied performance obligations

The transaction price allocated to unsatisfied and/or partially unsatisfied obligations at 31

December 2022 are as set out below.

31

December

2022

$’000

31

December

2021

$’000

Subscription Revenue

353 480

339 248

134

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Management expects that 92.45% of the transaction price allocated to the unsatisfied and/or

partially unsatisfied contracts as of the year ended 2022 will be recognised as revenue during the

next reporting period ($326.80 million). The remaining 7.55%, $26.67 million will be recognised

in 2024 and beyond.

21.5 Performance obligations and revenue recognition policies

Revenue is measured based on the consideration specified in a contract with a customer. The

Group recognizes revenue when it transfers control over a good or service to the customer.

The following table provides information about the nature, timing and satisfaction of performance

obligations in contracts with customers:

Type of

product/service

Nature and timing of

satisfaction of performance

obligations, including

significant payment terms

Revenue recognition policies

Subscription

Revenue

The subscription agreements are

non-cancellable and do not contain

provisions for refunds.

Customers do not have any

contractual rights to take

possession of the Company’s

software applications.

The services the Company

provides each day are substantially

the same and have the same

pattern of transfer to the

customer, thus, meeting the

definition of a series of distinct

services that form a single

performance obligation.

The Company satisfies the

subscription and related services

evenly over the contract period as

customers simultaneously receive

and consume the services

provided.

Revenue is recognized ratably over

the subscription period from the

contract effective date which is

also the date the Company makes

its services available to customers.

Payment is typically due up-front

in its entirety or throughout the

contract period, usually monthly.

Fees for services are generally

fixed, however certain contracts

include variable charges based on

usage that occurs in a given

month. Those variable fees are

recognized as revenue in the

month the usage occurs and

typically are billed in the

subsequent month.

Recorded revenue excludes any

sales, use or other similar taxes

that the Company is required to

collect from customers for

remittance to governmental

authorities.

135

Meltwater N.V. – Annual consolidated and company only financial statements 2022

22. Personnel costs

2022

$’000

2021

$’000

Wages and salaries

224 872

258 250

Social charges

22 789

20 540

Pension costs

5 060

4 672

Other

2 396

(4 450)

255 117

279 012

The average number of employees of the Company during the 2022 year, converted to full-time

equivalents was as follows: 2 305 of which 68 in the Netherlands (2021: 1 962 of which 56 in the

Netherlands).

The average headcount, representing full-time employees per department is presented below:

Employees by department

31 December

2022

31 December

2021

Cost of sales

341

225

Sales and marketing

1 380

1 268

General and administrative

194

156

Research and development

390

313

2 305

1 962

23. Material profit and loss items

Included in profit and loss are the following material items:

2022

$’000

2021

$’000

IT hosting

28 570

26 120

Content licensing and partnership

53 967

56 104

Professional fees

36 732

30 923

Amortization of intangible assets

16 756

22 349

Depreciation expense

13 070

12 856

Licenses, leases and equipment

20 749

14 097

Independent Auditor’s fee

Other costs include, among others, independent auditor’s fees. PricewaterhouseCoopers

Accountants N.V. served as the independent public accountants for the fiscal year ended 31

December 2022 and 31 December 2021. The following table presents the aggregate fees

rendered by PricewaterhouseCoopers Accountants N.V. and other professional firms:

136

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Pricewaterhouse

Coopers

Accountants N.V.

$’000

Pricewaterhouse

Coopers

Accountants N.V.

member firms

$’000

Total

2022

$’000

Audit of the financial

statements

123 3 346 3 469

Tax service

-

79

Other non-audit services

-

2

123 3 427 3 550

Pricewaterhouse

Coopers

Accountants N.V.

$’000

Pricewaterhouse

Coopers

Accountants N.V.

member firms

$’000

Total

2021

$’000

Audit of the financial

statements

414 6 668 7 082

Tax service

-

100

Other non-audit services

-

69

414

6 837

7 251

24. Finance costs

2022

$’000

2021

$’000

Interest expense on third party loans

2 480

673

Interest on taxation

-

102

Interest on leases

1 994

4 088

Interest on employee benefit obligation

8

2

Finance costs

4 482

4 865

25. Finance income

2022

$’000

2021

$’000

Interest on defined benefit plan assets

2

6

Other finance income

675

426

Finance income

677

432

137

Meltwater N.V. – Annual consolidated and company only financial statements 2022

26. Income tax

Major components of income tax expense are as follows:

2022

$’000

2021

$’000

Current tax expense

Current year

8 500

4 826

Deferred tax expense

Origination and reversal of temporary differences

(4 399)

360

Recognition of previously unrecognized tax assets

-

(4 200)

Adjustments in respect of prior periods

3 651

(204)

Total deferred tax expense/(benefit)

(748)

(4 044)

Income tax expense reported in the Statement of

profit or loss

7 752 782

a. Reconciliation of income tax expenses

2022

$’000

2021

$’000

Loss before tax

(17 429)

(77 156)

US Federal taxes

(3 660)

(16 203)

US State taxes

68

87

Permanent non-deductible transactions

5 010

2 563

Share based compensation

6 118

14 839

Research & Development credit

(1 048)

(732)

Tax reserves

235

(17)

Others

193

129

Non-US Operations

(3 744)

(739)

Tax attributes (including losses) not recognized

4 580

7 469

Use of unrecognized tax attributes

-

(2 414)

Recognition of previously unrecognized tax assets

-

(4 200)

Income tax expense at effective tax rate

7 752

782

Effective tax rate

(44.0)%

(1.0)%

The US federal tax rate is used to reconcile to the effective tax rate as this is the Company’s

highest level of operational activity as well as this being the jurisdiction with the largest revenue

generation. The difference between the Company’s effective tax rate and the US statutory rate

of 21% is primarily due to net operating losses for which the related deferred tax assets have not

been valued due to uncertainty of realization thereof, recognition of share-based compensation

taxes and decrease in benefit from recognition of previously unrecognized deferred taxes.

Additionally, there have been significant increase in tax liability from operations in certain

jurisdictions.

Deferred taxes reconciliation per the statement of financial position:

2022

$’000

2021

$’000

Deferred tax asset

7 180

8 586

Deferred tax and other tax liability

(10 369)

(13 824)

- Deferred tax liabilities

(5 485)

(7 155)

- Other long term tax liabilities

(4 884)

(6 669)

Net deferred tax asset/(liability)

1 695

1 431

138

Meltwater N.V. – Annual consolidated and company only financial statements 2022

b. Movement in deferred tax balances

Movement in deferred tax balances 2022:

Net

balance at

31 December

2021

$’000

Recognized

in profit or

loss

$’000

Recognized

in OCI

$’000

Recognized

directly in

equity

$’000

Net

balance at

31 December

2022

$’000

Deferred tax asset

Operating leases

3 346

(735)

-

2 611

Net operating losses

716

205

-

921

Accrued liabilities

145

210

-

355

Share based

compensation

2 166

(1 385)

-

(170)

611

Intangible assets

2 274

(60)

-

2 214

Other

1 791

842

-

2 633

Deferred tax liability

Operating leases

(2 919)

870

-

(2 049)

Contract costs

(3 895)

(490)

-

(4 385)

Others

(2 193)

1 291

(314)

-

(1 216)

Net deferred tax asset

/ (liabilities)

1 431

748

(314)

(170)

1 695

Movement in deferred tax balances 2021:

Included in the line item Others is the recognition of deferred tax liabilities on intangible assets,

as well as the distinction between jurisdictional revenue accounted for differently based on local

taxation regulations.

Net

balance at

1 January

2021

$’000

Recognized

in profit or

loss

$’000

Recognized

in OCI

$’000

Recognized

directly in

equity

$’000

Attributabl

e to

business

combinatio

n

$’000

Net

balance at

31

December

2021

$’000

Deferred tax asset

Operating leases

1 219

2 126

-

3 345

Net operating losses

616

(44)

-

144

716

Accrued liabilities

494

(350)

-

144

Share based

compensation

1 928

145

-

(1 219)

-

854

Intangible assets

-

4 648

-

(2 374)

2 274

Other

3 077

27

-

3 104

Deferred tax liability

Operating leases

(1 260)

(578)

(17)

-

(469)

(2 324)

Contract costs

(908)

(1 879)

-

(2 787)

Others

(3 539)

(356)

-

(3 895)

Net deferred tax asset

/ (liabilities)

1 627

3 739

(17)

(1 219)

(2 699)

1 431

139

Meltwater N.V. – Annual consolidated and company only financial statements 2022

There has been a reclassification in the deferred tax asset and the deferred tax liability line items

from the prior year closing balance to the current year opening balance. $1.3 million has been

reclassified from ‘Others’ to ‘Share based compensation’ in the current year, as these are tax

assets arising from employer share based compensation payroll which would be a more faithful

representation of the nature of these tax assets. The deferred tax liability opening balances of

2022 reflect reclassifications between their respective line items.

c. Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items, as it is not

probable that future taxable profit will be available against which the Group can use the benefits

there from:

31

December 2022

$’000

31

December 2021

$’000

Loss carried forward

36 376

32 748

Credit carried forward

7 528

6 897

Interest

-

Share based compensation

4 760

4 947

Others

10 360

8 770

Unrecognized deferred tax assets

59 024

53 362

Expire

17 704

14 684

Never expire

41 320

38 678

Approximately $17.7 million of unrecognized deferred tax losses that have expiration date will

expire from 2023 onwards, where $10.2 million will expire between 2023 and 2029, and $7.5

million will expire 2030 and after.

In accordance with the guidance provided under IFRIC 23, management believes uncertain tax

positions exists with regard to the Net Operating Losses (hereinafter “NOLs”) as it is probable

that the tax authority will not accept the historical taxable results claimed on the originally filed

return. Upon review of the uncertain tax position using a probability weighted assessment,

management’s estimate of the uncertain tax position in relation to prior periods was subsequently

reduced. During the financial year ended 2021 unrecognised deferred tax assets of $ 64 million

were reported which have consequently been reduced to $ 53 million.

d. Uncertain tax positions

Meltwater takes income tax positions that management believes are supportable and are intended

to withstand challenge by tax authorities. Some of these positions are inherently uncertain and

include the interpretation of income tax laws applied to complex transactions. The Company

periodically reassesses its tax positions. Changes to the financial statement recognition,

measurement, and disclosure of tax positions is based on management’s best judgment given

any changes in the facts, circumstances, information available and applicable tax laws.

Considering all available information, the Company believes that the ultimate resolution of such

matters will not have a material effect on the Company’s financial position, statements of

operations or cash flows.

140

Meltwater N.V. – Annual consolidated and company only financial statements 2022

27. Earnings/(loss) per share

27.1 Basic earnings/(loss) per share

2022

2021

Cents

From continuing operations attributable to the ordinary equity

holders of the Company

(8) (26)

Total basic earnings/(loss) per share attributable to the

ordinary equity holders of the Company

(8) (26)

27.2 Diluted earnings/(loss) per share

2022

2021

Cents

From continuing operations attributable to the ordinary equity

holders of the Company

(8) (26)

Total diluted earnings/(loss) per share attributable to the

ordinary equity holders of the Company

(8) (26)

27.3 Reconciliations of earnings/(loss) used in calculating earnings/(loss) per share

2022

2021

$’000

Basic earnings/(loss) per share

Loss attributable to the ordinary equity holders of the

Company used in calculating basic earnings per share:

From continuing operations

(25 181)

(77 938)

(25 181)

(77 938)

Diluted earnings/(loss) per share

Loss from continuing operations attributable to the ordinary

equity holders of the Company:

Used in calculating basic earnings/(loss) per share

(25 181)

(77 938)

Used in calculating diluted earnings/(loss) per share

(25 181)

(77 938)

Loss attributable to the ordinary equity holders of the

Company used in calculating diluted earnings/(loss) per share

(25 181) (77 938)

27.4 Weighted average number of shares used as the denominator

2022

2021

Number

Weighted average number of ordinary shares used as the

denominator in calculating basic earnings/(loss) per share

297 737 588 296 094 630

Weighted average number of ordinary shares and potential

ordinary shares used as the denominator in calculating diluted

earnings/(loss) per share

297 737 588 296 094 630

27.5 Information concerning the classification of securities

Details relating to the share options are set out in note 16.

141

Meltwater N.V. – Annual consolidated and company only financial statements 2022

28. Related parties

28.1 Key management personnel (‘KMP’) remuneration

KMP consists of 6 directors (2021: 6) and 1 employee (2021: 1) that form the management and

leadership teams. The total remuneration of key management personnel was as follows:

2022

2021

$’000

Short-term employee benefits

1 715

1 587

Post-employment benefit

35

6

Share-based payment benefits

2 872

1 024

Remuneration of key management personnel

4 622

2 617

28.2 Related party transactions

Meltwater Foundation and Meltwater Entrepreneurial School of Technology (“MEST”)

The Company’s executive director is a director at the Meltwater Foundation and MEST, both of

which are not-for-profit organizations. The Company made charitable contributions of $2.1 million

and $2.5 million to Meltwater Foundation in 2022 and 2021, respectively. These contributions

were made with the restriction that the funds will be donated to MEST.

Sublease Agreement with Shack15

The Company’s executive director is a founder of Shack15. In February 2019, the Company

entered into a new sublease with Shack15 to rent office space. In August 2019 and December

2020, the Company amended the agreement to extend the term of the sublease. The sublease is

expected to end in June 2023 with a total obligation of $6.0 million during the full term of the

lease. As of 31 December 2022, Meltwater has no obligation outstanding.

28.3 Outstanding balances arising from sales/purchases of goods and services

The following balances are outstanding at the end of the reporting period in relation to

transactions with related parties:

Related party receivables

1 January

2021

$’000

Cash

payments/

(receipts)

$’000

Foreign

currency

movements

$’000

Interest

$’000

31

December

2021

$’000

STAK

67

-

(5)

-

62

Other

63

-

(2)

-

61

Total before allowance for

doubtful collection

130 - (7) - 123

Allowance for doubtful

collection

(63) - 2 - (61)

Total related party

receivables

67

-

(5)

-

62

142

Meltwater N.V. – Annual consolidated and company only financial statements 2022

1 January

2022

$’000

Cash

payments/

(receipts)

$’000

Foreign

currency

movements

$’000

Interest

$’000

31

December

2022

$’000

STAK

62

-

(3)

-

59

Other

61

-

(6)

-

55

Total before allowance for

doubtful collection

123

-

(9)

-

114

Allowance for doubtful

collection

(61)

-

6

-

(55)

Total related party

receivables

62

-

(3)

-

59

29. List of subsidiaries

The Group’s subsidiaries at 31 December 2022 are set out below. Unless otherwise stated, they

have share capital consisting solely of ordinary shares that are held directly by the Group, and

the proportion of ownership interests held equals the voting rights held by the Group. The

registered office is also their principal place of business.

31

December

2022

31

December

2021

Entity name

Location

%

Meltwater N.V.

Amsterdam, Netherlands

Deepreason.ai Ltd

London, United Kingdom

100

Klear.com Ltd

San Francisco, US

100

Linkfluence SAS

Paris, France

100

Linkfluence Asia Pte. Ltd.

Singapore

100

Linkfluence China Co. Ltd.

Shanghai, China

100

Linkfluence Corp.

New York, US

100

Linkfluence France SAS

Paris, France

100

Linkfluence Germany GmbH

Dusseldorf, Germany

100

Linkfluence Ltd

London, United Kingdom

100

Scoop.it SAS

Paris, France

100

Scoop.it Inc.

San Francisco, US

100

MW Emerald Ltd

Dublin, Ireland

100

Meltwater (UK) Limited

London, United Kingdom

100

Uberlabs Software

Technologies Private Ltd

London, United Kingdom 0,03 0,03

Meltwater Argentina BV

Amsterdam, Netherlands

100

Meltwater India Pvt. Ltd.

New Delhi, India

1

Meltwater Middle East1 FZ LLC

Dubai, United Arab Emirates

100

Meltwater Middle East2 FZ LLC

Dubai, United Arab Emirates

100

Meltwater News AR S.R.L.

Amsterdam, Netherlands

90

Meltwater News AR1 S.R.L

Amsterdam, Netherlands

90

Meltwater News

Software Brasil Ltda.

São Paulo, Brazil 0,01 0,01

Shanghai Meltwater News Co.,

Ltd.

Shanghai, China 100 100

Meltwater Australia Pty Ltd

Sydney, Australia

100

Meltwater Danmark ApS

Copenhagen, Denmark

100

Meltwater Deutschland GmbH

Berlin, Germany

100

Meltwater Finland OY

Helsinki, Finland

100

Meltwater Holdco B.V.

Amsterdam, Netherlands

100

0

Meltwater India Pvt. Ltd.

New Delhi, India

99

143

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Meltwater Japan K.K.

Tokyo, Japan

100

Meltwater KFT

Budapest, Hungary

100

Meltwater News AR S.R.L

Buenos Aires, Argentina

10

Meltwater News AR1 S.R.L

Buenos Aires, Argentina

10

Meltwater News AS

Oslo, Norway

100

Meltwater News AT1 GmbH

Vienna, Austria

100

Meltwater News Canada

Inc (British Columbia Registered)

Toronto, Canada 100 100

Meltwater News FR1 SAS

Bordeaux, France

100

Meltwater News HK Ltd

Hong Kong

100

Meltwater News HK1 Ltd

Hong Kong

100

Meltwater News

International GmbH

Schaffhausen, Switzerland 100 100

Meltwater News

International Holdings

GmbH

Schaffhausen, Switzerland 100 100

Meltwater News SA1 (Pty) Ltd

Cape Town, South Africa

100

Meltwater News SG1 Pte Ltd

Singapore

100

Meltwater News Software Brasil

Ltda.

São Paulo, Brazil 99,99 99,99

Meltwater US Holdings Inc.

San Francisco, US

100

Meltwater News US1 Inc.

San Francisco, US

100

Meltwater News US Inc.

San Francisco, US

100

Expion Shanghai Co., Ltd

Shanghai, China

100

Meltwater Software

Private Ltd

Bangalore, India 0,01 0,01

Owler Inc.

San Francisco, US

100

Owler India Pte Ltd

Coimbatore, India

100

Uberlabs Software

Technologies Private Ltd

London, United Kingdom 99,97 99,97

Meltwater Singapore Pte Ltd

Singapore

100

Meltwater Software Private Ltd

Bangalore, India

99,99

Meltwater South Africa (Pty) Ltd

Cape Town, South Africa

100

Meltwater Sweden AB

Stockholm, Sweden

100

Meltwater The Netherlands BV

Amsterdam, Netherlands

100

Mnews Malaysia Sdn Bhd

Kuala Lumpur

100

Sysomos UK Ltd.

London, United Kingdom

100

30. Fair value measurement

IFRS 13 establishes a hierarchy that categorizes into three levels the inputs used to measure fair

value by giving the highest priority to quoted prices (unadjusted) in active markets for identical

assets and liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs).

In some cases, the inputs used to measure the fair value of an asset or a liability might be

categorized within different levels of the fair value hierarchy. In those cases, the fair value

measurement is categorized in its entirety in the same level of the fair value hierarchy at the

lowest level input that is significant to the entire measurement. Levels used in the hierarchy are

as follows:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded

derivatives, and equity securities) is based on quoted market prices at the end of the reporting

period. The quoted market price used for financial assets held by the Group is the current bid

price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for

example, over-the-counter derivatives) is determined using valuation techniques which maximise

the use of observable market data and rely as little as possible on entity-specific estimates. If all

144

Meltwater N.V. – Annual consolidated and company only financial statements 2022

significant inputs required to fair value an instrument are observable, the instrument is included

in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the

instrument is included in level 3. This is the case for unlisted equity securities.

Financial instruments at amortized cost

The majority of the Group financial assets and liabilities are carried at amortized cost using the

effective interest method. The fair values of these instruments are not materially different from

their carrying values, since the instruments are either short-term in nature or the interest rates

are on market terms.

There were no transfers between fair value hierarchy levels in 2022 and 2021.

31 December 2022

Financial assets

Note

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Financial assets at fair

value through profit and

loss

8

-

1 204

Financial liabilities

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Contingent consideration

-

7 672

31 December 2021

Financial assets

Note

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Financial assets at fair

value through profit and

loss

8

-

1 292

Financial liabilities

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Contingent consideration

-

13 078

Fair value measurements using significant unobservable inputs (level 3)

Financial assets at

fair value through

profit and loss

Contingent consideration

Opening balance 1 January 2021

2 036

632

Additions

-

13 232

Gains/losses recognized in other

income

-

(82)

Payment

-

(397)

Other (Exchange rate effects and

other)

(658)

(307)

Disposals

(86)

-

Closing balance 31 December

2021

1 292

13 078

145

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Gains/losses recognized in other

income

-

(1 573)

Payment

-

(4 237)

Other (Exchange rate effects and

other)

(88)

404

Closing balance 31 December

2022

1 204

7 672

Financial assets at fair value are measured at cost which approximates fair value, as such no

disclosures will be included regarding the valuation technique utilised and the sensitivity

analysis of such valuation techniques.

31. Financial risk management

This note explains the Group’s exposure to financial risks and how these risks could affect the

Group’s future financial performance.

Risk Exposure arising from Measurement Management

Market risk –

foreign currency

exchange

Future commercial

transactions

Recognized financial assets

and liabilities not

denominated in US Dollar

($)

Sensitivity analysis

Cash

flow forecasting

Part of the daily business

management

Market risk –

interest rate

Non-current borrowings at

fixed and variable rates

Sensitivity analysis Part of the daily business

management

Credit risk

Cash and cash equivalents,

deposits trade and other

receivables

Aging analysis

Credit ratings

Diversification of bank

accounts and the

placement of cash with

major financial

institutions

Ongoing credit

evaluation is performed

on the financial condition

of accounts receivable

Part of the daily business

management

Liquidity risk Lease liabilities, employee

benefit obligations and trade

and other payables

Maturity analysis Availability of committed

credit lines and

borrowing facilities

Prudent cash

management policies

Susceptibility of the Group to financial risks is monitored as a part of its daily management of the

business. Exchange rate exposures are monitored by the Group’s Corporate Treasurer.

146

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31.1 Market risk- foreign currency exchange

The functional currency of the Company is the US Dollar ($). The Group faces currency risks

related to the transactions carried out in the currencies other than the functional currency. The

Group has not entered into transactions designed to hedge against the foreign currency risks.

There has been no change in the Group’s exposure to market risks or how these risks are

managed and measured.

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in US

Dollar currency units, was as follows:

147

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31 December

2022

USD EUR GBP CAD AUD CNY AED HKD JPY SGD SEK ZAR INR ILS NOK DKK MYR BRL HUF ARS CHF Total

Trade

Receivable

34 613

17 983

5 307

6 549

4 222

4 163

2 022

2 457

2 377

2 651

2 368

1 349

624

869

574

307

565

203

-

89 203

Receivables

from Related

Parties

-

59

-

59

Other non-

current assets

2 535

541

303

454

781

276

373

121

170

202

89

40

278

7

143

(19)

6

-

32

-

1

6 333

LT Investments

1 204

-

1 204

Cash and Cash

Equivalents

14 046

6 216

1 552

1 210

1 120

1 383

2 026

837

669

1 470

466

1 745

640

810

291

119

94

358

19

-

73

35 144

Trade Payables

(8 222)

(756)

(364)

(295)

(350)

(161)

(130)

(53)

(5)

(509)

(443)

(30)

(10)

(79)

(188)

(15)

(10)

(9)

(18)

-

(11 293)

(22 940)

Exposure

44 176

24 043

6 798

7 918

5 773

5 661

4 291

3 362

3 211

3 814

2 480

3 104

1 532

1 607

820

392

655

552

33

-

(11 219)

109 003

31 December

2021

USD EUR GBP CAD AUD CNY AED HKD JPY SGD SEK ZAR

INR

ILS NOK DKK

MYR

BRL

HUF

ARS CHF Total

Trade

Receivable

33 107

17 616

5 904

5 603

4 427

4 019

2 094

2 966

2 436

2 303

2 630

985

763

1 210

729

569

588

141

-

88 090

Receivables

from Related

Parties

62

-

62

Other non-

current assets

5 597

1 711

320

453

845

176

435

125

193

243

103

111

313

22

157

16

7

-

34

-

30

10 891

LT Investments

1 292

-

1 292

Cash and Cash

Equivalents

15 224

8 352

5 735

1 729

2 306

1 410

2 036

777

939

999

619

1 497

997

460

310

295

118

299

31

6

248

44 387

Trade Payable

(5 931)

(836)

(450)

(290)

(276)

(108)

(10)

(48)

(1)

(152)

(64)

(15)

(7)

-

(253)

(21)

(2)

(8)

(19)

(4)

(3 476)

(11 971)

Exposure

49 351

26 843

11 509

7 495

7 302

5 497

4 555

3 820

3 567

3 393

3 288

2 578

2 066

1 692

943

859

711

432

46

2

(3 198)

132 751

148

Meltwater N.V. – Annual consolidated and company only financial statements 2022

The aggregate net foreign exchange gains/losses recognized in the consolidated statement of

profit and loss and other comprehensive income were:

31.2 Market risk - Foreign currency risk management

The Group undertakes transactions denominated in foreign currencies; consequently exposures

to exchange rate fluctuations arise.

Sensitivity analysis

The Group is exposed to a variety of foreign currencies (see table below).

A possible strengthening (weakening) of the foreign currencies by +/- 10.0% against the US

Dollars at 31 December would have affected the measurement of financial instruments

denominated in a foreign currency and affected equity and profit or loss by the amounts shown

below, expressed in US Dollar currency units. The analysis assumes that all other variables remain

constant and ignores any impact of forecast sales and purchases.

2022

$’000

2021

$’000

Net foreign exchange gain/(loss) included in Profit or loss

8 186

5 454

Total net foreign exchange gains/(losses) recognized in

other comprehensive income

(4 160)

(3 467)

Net foreign exchange gains/(losses) recognized in

total comprehensive income

4 026

1 987

149

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31 December

2022

EUR GBP CAD AUD CNY AED HKD JPY SGD SEK ZAR INR ILS NOK DKK MYR BRL HUF ARS CHF

Currency

strengthening

by 10%

2 404 680 792 577 566 429 336 321 381 248 310 153 161 82 39 66 55 3 - (1 122) 6 481

Currency

weakening by

10%

(2 404) (680) (792) (577) (566) (429) (336) (321) (381) (248) (310) (153) (161) (82) (39) (66) (55) (3) - 1 122 (6 481)

31 December

2021

EUR GBP CAD

AUD

CNY AED HKD JPY SGD SEK ZAR INR ILS NOK DKK MYR

BRL HUF

ARS

CHF Total

Currency

strengthening by

10%

2 684 1 151 750 730 550 456 382 357 339 329 258 207 169 94 86 71 43 5 -

(320)

8 341

Currency

weakening by

10%

(2 684) (1 151) (750) (730) (550) (456) (382) (357) (339) (329) (258) (207) (169) (94) (86) (71) (43) (5) - 320

(8 341)

150

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31.3 Market risk- interest rate risk management

The Group’s main interest rate risk arises from long-term borrowings with both fixed and variable rates

which expose the Group to cash flow interest rate risk. Meltwater does not currently have an interest

rate hedging policy as interest is paid when it becomes due. A rolling credit facility has been entered

into for general corporate purpose use to secure the availability of finance on pre-arranged terms over

the facility period.

Sensitivity analysis

The following table illustrates the sensitivity of profit before tax and equity to a reasonably possible

change in interest rates of +/- 1.0% and how it would have affected equity and profit or loss by the

amounts shown below, expressed in US Dollar currency units. All other variables are held constant.

Profit before tax

+1%

-1%

31 December 2022

-454

454

31 December 2021

-142

142

31.4 Credit risk management

Credit risk arises from cash at bank and trade and other receivables and is considered to be minimal.

Majority of the cash at bank and deposits are held with high credit quality financial institutions with a

credit rating of A or higher. With respect to trade and other receivables the Group mitigates the credit

risk through credit limits for each debtor on post-paid terms. These receivables are extremely short

term in nature.

31

December 2022

$‘000

31

December 2021

$‘000

Trade and other receivables

89 262

88 152

Cash at bank

35 144

44 387

Exposure

124 406

132 539

The credit losses on trade receivables due to bankruptcy has been historically immaterial and are not

expected to be material in the future.

31.5 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated

with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s

approach to managing liquidity is to ensure as far as possible that it will meet its liabilities when they

are due under both normal and stressed conditions without incurring unacceptable losses or risking

damage to the Group’s reputation.

In December 2020 the Company entered into a multi-currency revolving credit facility (the “2020 Credit

Facility”) of $150.0 million. The maturity date of the 2020 Credit Facility is three years from when the

first utilization occurs with an option to extend an additional one to two years. Interest accrues on

amounts outstanding under the 2020 Credit Facility at LIBOR plus a margin range of 1.50% to 2.00%

per annum. The Company is required to meet certain covenants in relation to the 2020 Credit Facility.

The covenants mainly related to the achievement of a financial leverage ratio, which has been met by

the Company. As of 31 December 2020 the Company had the ability to borrow $150.0 million under

the 2020 Credit Facility. As of 31 December 2021, the Company drew down $25.0 million, on a net

151

Meltwater N.V. – Annual consolidated and company only financial statements 2022

basis, of the $150.0 million and during the financial year ended 2022 the Company drew down an

additional $25.0 million, on a net basis, of the remaining $125.0 million revolving credit facility.

The liquidity risk management implies maintaining sufficient cash and committed credit facilities by

continuously monitoring forecast and actual cash flows and by matching the maturity profiles of

financial assets and liabilities.

The table below analyses the Group’s financial liabilities by their remaining period to maturity based

on the contractual maturity date. The amounts in the table are the contractual undiscounted cash

flows (these amounts may not reconcile to the amounts disclosed on the statement of financial position

for debt to lease liabilities, trade and other payables).

Within the

next 12

months

$’000

Between 1

and 5 years

$’000

Beyond

5 years

$’000

Total

$’000

31 December 2022

Trade payables

22 940

-

22 940

Lease liabilities

10 935

13 821

86

24 842

Employee benefits

47

145

589

781

Deferred and contingent purchase

considerations

7 751

-

7 751

Other Non-current liabilities

-

2 565

-

2 565

External borrowings

12

50 026

-

50 038

Exposure

41 685

66 557

675

108 917

31 December 2021

Trade payables

11 971

-

11 971

Lease liabilities

12 501

22 818

75

35 394

Employee benefits

44

873

1 244

2 161

Deferred and contingent purchase

considerations

4 607

-

4 607

Other Non-current liabilities

-

13 576

-

13 576

External borrowings

-

25 059

-

25 059

Exposure

29 123

62 326

1 319

92 768

31.6 Capital risk

The Group manages its capital to ensure that entities in the Group will be able to continue as going

concerns while maximising the return to shareholders through the optimisation of the debt and equity

balance.

The capital structure of the Group consists of net debt (borrowings disclosed in notes 7 and 18 after

deducting cash and bank balances) and equity of the Group (comprising issued capital reserves,

retained earnings and accumulated deficit as disclosed in note 13 and the statement of changes in

equity).

31

December 2022

$’000

31

December 2021

$’000

Debt

(50 038)

(25 059)

Lease liabilities

(23 101)

(29 897)

Cash and Cash equivalents

35 144

44 387

Net debt

(37 995)

(10 569)

Equity

(63 835)

(47 105)

Net debt to equity ratio

0,60

0,22

152

Meltwater N.V. – Annual consolidated and company only financial statements 2022

The ratio indicates what proportion of equity and debt the Company has been using to finance its

assets and how encumbered the company is with debt. Debt does not include trade payables as it

relates to operational activities and not capital activities. The positive ratio as at 31 December 2022

and 2021 indicates that the Group’s cash at hand does not exceed its debt.

153

Meltwater N.V. – Annual consolidated and company only financial statements 2022

32. Financing activities

Non-convertible

loans

Lease liabilities

Euronext Oslo Børs

offering

Repurchase of

shares

Issuance of

Common shares

Total

$’000

Balance at 1

January 2021

-

33 512

248 404

-

2 217

284 133

Cash movements:

New loans /cash from

offerings

25 000

-

(10 674)

-

5 480

19 806

Purchase of equity

shares

-

(6 927)

-

(6 927)

Repayments of

Principal

-

(10 437)

-

(10 437)

Repayments of

Interest

-

(4 078)

-

(4 078)

Non-cash

movements:

Additions through

acquisitions

59

-

59

New lease liabilities

recognized

-

6 121

-

6 121

Interest accrued

-

4 088

-

4 088

Exchange differences

-

(682)

-

(682)

Debt issuance cost

amortization

-

Reassessments and

modifications

-

1 373

-

1 373

Balance at 31

December 2021

25 059

29 897

237 730

(6 927)

7 697

293 456

154

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Balance at 1

January 2022

25 059

29 897

237 730

(6 927)

7 697

293 456

Cash movements:

New loans /cash from

offerings

30 000 - - - 781 30 781

Repayment of loans

(5 015)

-

(5 015)

Purchase of equity

shares

- - - (28 907) - (28 907)

Repayments of

Principal

-

(11 444)

-

(11 444)

Repayments of

Interest

-

(2 156)

-

(2 156)

Non-cash

movements:

Additions through

acquisitions

-

New lease liabilities

recognized

-

5 849

-

5 849

Interest accrued

(6)

1 994

-

1 988

Exchange differences

-

(1 133)

-

(1 133)

Debt issuance cost

amortization

-

Reassessments and

modifications

-

94

-

94

Balance at 31

December 2022

50 038

23 101

237 730

(35 834)

8 478

283 513

155

Meltwater N.V. – Annual consolidated and company only financial statements 2022

33. Operating segments

33.1 Products and services from which reportable segments derive their revenues

Information reported to the Group’s Chief Executive Officer (Chief Operating Decision Maker)

for the purposes of resource allocation and assessment of segment performance is focused on

the business activities which generates certain classes of revenue and incurs certain classes of

expenses. The principal business activities generate revenue through one operating segment

namely Media Intelligence, which is also the Group’s reportable segment under IFRS 8.

34. Standards issued but not yet effective

The amended standards that are applicable to the Company are issued but are not yet effective

for 31 December 2022 are listed below:

• Amendments to IAS 1- Classification of Liabilities as Current or Non-current effective for

reporting periods beginning on or after 1 January 2023.

• Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure accounting policies

effective for annual periods beginning on or after 1 January 2023.

• Amendments to IAS 8 – Definition of accounting estimates effective for annual periods

beginning on or after 1 January 2023 to changes in accounting policies and changes in

accounting estimates that occur on or after the beginning of that period.

• Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a

Single Transaction effective for annual reporting periods beginning on or after 1 January

2023.

• Amendments to IFRS 10 and IAS 28 – Sale or contribution of assets between an investor

and its associate or joint venture, the effective date is yet to be determined subject to

finalization of the research project on the equity method.

T

he Group will adopt these amended standards when they become effective. The amended

standards are not expected to have a material impact on the Group’s financial statements.

35. Business combinations that occurred in previous reporting period

Acquisition of Klear.com Ltd (“Klear”)

On 14 April 2021, the Company acquired all (100%) of the equity interests in Klear.com Ltd.,

which is engaged in influencer marketing technology development, pursuant to the terms of a

definitive Share Purchase Agreement of the same date.

O

n 31 December 2022 the contingent consideration has a fair value balance of $2.93 million with

an increase throughout the year in fair value amounting to $0.69 million. The recognized amount

of contingent consideration and the key assumptions used to measure the amount have not

changed since the acquisition date.

In

addition business transaction costs incurred in connection with the acquisition is $0.72 million

of which $0.3 million were incurred in 2021, none were incurred in 2022.

Acquisition of Linkfluence SAS (“Linkfluence”)

On 5 May 2021 the Company acquired 100% of the issued share capital of Linkfluence, and the

Purchase Price Agreement has been finalized in 2022.

156

Meltwater N.V. – Annual consolidated and company only financial statements 2022

A goodwill amount of $37.2 million was recorded as at the acquisition date. During the period the

Company has recognized measurement period adjustments to the value of $1.42 million for

customer relationships and developed technology, $0.89 million for other liabilities, $1.16 million

for working capital adjustments and $0.71 million for tax receivable which in total has increased

the net goodwill value.

On 31 December 2022 the contingent consideration has a fair value balance of $3.16 million, with

a decrease throughout the year in the fair value amounting to $2.45 million. In addition, the

contingent consideration balance decreased by $0.4 million, due to foreign exchange rate

differences. The recognized amount of contingent consideration and the key assumptions used

to measure the amount have not changed since the acquisition date.

Acquisition of DeepReason.ai Ltd (“DeepReason”)

On 19 November 2021 the Company acquired 100% of the issued share capital of DeepReason.

On 31 December 2022 the contingent consideration has a fair value balance of $1.58 million, with

a decrease throughout the year in the fair value amounting to $0.19 million. In addition, the

contingent consideration balance decreased by $0.84 million, due to payment. The recognized

amount of contingent consideration and the key assumptions used to measure the amount have

not changed since the acquisition date.

Acquisition of Owler Inc. (“Owler”)

On 17 June 2021 the Company acquired all of the ownership interests (100%) in Owler.

There were no changes in the current year relating to the acquisition of Owler.

36. Subsequent events

The Company has evaluated subsequent events between the balance sheet date of 31

December 2022 and 25 April 2023 and determined that the following events and

transactions require disclosure as follows:

On 18 January 2023, the Company and MW Investment B.V. (the Offeror) entered into a

transaction agreement pursuant to which the Offeror has launched a voluntary public offer to

acquire all issued and outstanding shares in the Company (the Offer), with an offer period

commencing on 31 March 2023 and ending on 10 May 2023 at 16:30 CET subject to extension

(the Offer Period). Subject to the fulfillment or waiver of the conditions to complete the Offer and

due settlement thereof, the Offeror may propose to the general meeting of the Company that the

Company shall apply for a delisting of its shares from the Oslo Stock Exchange. In any event, the

Company has convened an extraordinary general meeting to be held on 2 May 2023, to request

the Company’s shareholders, among other things, to approve and/or resolve to the following

post-Offer measures:

Firstly, a legal triangular merger as a result of which (i) all assets and liabilities of the Company

would transfer under universal title to the Company’s indirect fully owned subsidiary Meltwater

SubCo B.V., (ii) the Company ceases to exist, and (iii) the Company’s direct fully owned subsidiary

Meltwater HoldCo B.V. allocates shares to the Company’s shareholders. Secondly, a share sale by

Meltwater HoldCo B.V. of all issued and outstanding shares in Meltwater SubCo B.V. to the

Offeror. Thirdly, a voluntary liquidation of Meltwater HoldCo B.V. and an advance distribution of

its liquidation surplus to its shareholders. If elected to be implemented by the Offeror, the

aforementioned post-Offer measures are to be implemented as soon as possible after settlement

of the Offer. Subject to applicable securities laws and regulations, the Offeror shall, prior to

effectuating the aforementioned post-Offer measures, place and announce an unconditional and

157

Meltwater N.V. – Annual consolidated and company only financial statements 2022

irrevocable standing order on the Oslo Stock Exchange (which shall extend also to holders of

Company shares outside Euronext VPS) to purchase Company shares not already held by the

Offeror (or any of its affiliates) against a price equal to the Offer price per Company share, for a

period of no less than

ten business days following settlement of the Offer.

I

t is noted that, depending on the outcome of the Offer, the Offeror may or must commence after

settlement of the Offer a compulsory share acquisition procedure in accordance with article 2:92a,

2:201a or 2:359c of the Dutch Civil Code, to buy out the remaining Company shareholders.

158

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Meltwater N.V.

Company only annual

financial statements 2022

In accordance with IFRS as adopted in

the EU

2022

159

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company only statement of financial position as at 31

December 2022

Notes

31

December

202

2

$‘000

31

December

202

1

$‘000

Assets

Non-current assets

Financial Assets – Investments in subsidiaries

38

672 714

413 192

Financial assets at fair value through profit and

loss

40

1 204

1 292

Amounts due from group companies

51

104 744

514 241

Other non-current assets

43

912

1 160

Total non-current assets

779 574

929 885

Current assets

Related party receivables

39

59

62

Other current assets

42

1 807

719

Cash and cash equivalents

44

2 080

2 243

Total current assets

3 946

3 024

Total assets

783 520

932 909

Liabilities

Non-current liabilities

Borrowings

47

50 000

25 000

Non-current liabilities

45

1 694

11 684

Total non-current liabilities

51 694

36 684

Current liabilities

Amounts due to group companies

51

343 254

518 930

Current liabilities

45

7 751

4 607

Trade and other payables

46

6 001

11 580

Total current liabilities

357 006

535 117

Total liabilities

408 700

571 801

Equity

Share capital

48

3 375

3 421

Share premium

48

429 021

416 637

Accumulated deficit

(58 950)

(40 007)

Accumulated deficit- Net result

1 374

(18 943)

Total equity

374 820

361 108

Total equity and liabilities

783 520

932 909

160

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company only statement of profit or loss and other

comprehensive income for the year ended 31 December

2022

Notes

2022

$’000

2021

$’000

Sales and marketing

expenses

(1 465) (8 373)

General and administrative

expenses

(35 622) (42 071)

Research and development

expenses

(54) (3 729)

Other income

55

31 004

29 874

Operating profit/(loss)

(6 137)

(24 299)

Other Finance costs

(7 174)

(12 274)

Foreign exchange gain/(loss)

10 052

6 250

Other Finance income

5 350

11 380

Profit/(loss) before tax

2 091 (18 943)

Income tax expense

52

(717)

-

Profit/(loss) for the year

1 374 (18 943)

Other comprehensive

income

Exchange difference on

translation of foreign

operations

- (94)

Total other

comprehensive

income/(loss)

- (94)

Total comprehensive

income/(loss)

1 374 (19 037)

161

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company only statement of changes in equity for the year ended 31 December 2022

Share capital

$’000

Share premium

$’000

Accumulated

deficit

$’000

Result for the

year

$’000

Total equity

$’000

Notes

48

Balance as of 1 January 2021

29

349 976

(18 237)

(21 831)

309 937

Loss for the period

-

(18 943)

Exchange difference on translation of foreign operations

-

(155)

61

-

(94)

Total comprehensive income / (loss)

-

(155)

61

(18 943)

(19 037)

Loss from prior period

-

(21 831)

21 831

-

Share-based compensation expense

-

60 425

-

60 425

Issuance of common shares in connection with Euronext

Growth (Merkur) Oslo Børs offering, net of issuance cost

-

(35)

-

(35)

Issuance of Series A common shares

upon exercise of option

5

5 475

-

5 480

Change in par value

3 404

(3 404)

-

Issuance of Series A common shares in

consideration for acquisition

1

16 553

-

16 554

Issuance of Series A common shares in

consideration for post combination services

-

1 527

-

1 527

Issuance of Series A common shares, other

-

895

-

895

Repurchase of series A common shares

(18)

(5 146)

-

(5 164)

Repurchase of equity securities

-

(9 474)

-

(9 474)

Total other movements

3 392

66 816

-

70 208

Balance as of 31 December 2021

3 421

416 637

(40 007)

(18 943)

361 108

162

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Balance as of 1 January 2022

3 421

416 637

(40 007)

(18 943)

361 108

Loss for the period

-

1 374

Total comprehensive income

-

1 374

Loss from prior period

(18 943)

18 943

-

Share-based compensation expense

-

30 279

-

30 279

Share-based compensation tax

-

(169)

-

(169)

Issuance of Series A common shares

upon exercise of option

8

773

-

781

Issuance of Series A common shares in

consideration for acquisition

7

910

-

917

Issuance of Series A common shares in

consideration for post combination services

-

1 830

-

1 830

Release of restricted stock

63

(63)

-

Repurchase of series A common shares

(124)

(21 390)

-

(21 514)

Other

-

214

-

214

Total other movements

(46)

12 384

(18 943)

18 943

12 338

Balance as of 31 December 2022

3 375

429 021

(58 950)

1 374

374 820

163

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company only statement of cash flows for the year ended 31

December 2022

Notes

2022

2021

$’000

Cash flows from operating activities

Profit / (loss) before tax

2 091

(18 943)

Adjustments for:

Amortization of other intangible assets

-

127

Amortization of debt discount and deferred

320

239

Share-based compensation expense

347

312

Share-based compensation expense related to post

combination services

-

1 527

Remeasurement of contingent liabilities

(1 573)

-

Interest expense accrued

7 174

12 274

Finance income

(5 350)

(11 380)

Unrealised FX gains/losses relating to Working

Capital items

(10 822) (7 763)

Tax Paid

-

Cash inflows/(outflows) from intercompany

Transactions

17 742

(11 693)

Changes in working capital items:

Decrease/ (increase) in other current assets

455

(856)

(Decrease)/increase in trade and other payables

(5 589)

3 265

Cash generated from / (used in) operating

Activities

4 795 (32 891)

Cash flows from investing activities

Proceeds from sales of minority interest investments - 60

Proceeds from / (Payments) for business

combinations, net of cash acquired

1 155 (31 285)

Cash advances and loans made to group companies

(2 987)

(22 317)

Cash generated from / (used in)

investing activities

(1 832) (53 542)

Cash flows from financing activities

Proceeds from borrowings

47

30 000

25 000

Repayment of borrowings

(5 000)

-

Payment of debt issuance costs

-

(638)

(Payments)/Proceeds from Euronext Oslo Børs

offering, net of offering cost

- (10 674)

Proceeds from intercompany loans

51

-

44 913

Repurchases of equity securities (28 907) (6 927)

Proceeds from issuance of common shares

781 5 480

Cash generated from / (used in)

financing activities

(3 126) 57 154

Net increase in cash and cash

Equivalents

(163) (29 279)

164

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Cash and cash equivalents at the

beginning of the period

2 243 31 522

Cash and cash equivalents at the end

of the period

2 080 2 243

165

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Notes to the annual company only financial statements

37. General information

37.1 Operations

Meltwater N.V. (the “Company”) has adopted IFRS (“International Financial Reporting Standards”) as

of 1 January 2020. The accounting policies applied by Meltwater N.V. also comply with the statutory

provisions of Part 9, Book 2 of the Dutch Civil Code.

The Company and its subsidiaries (the “Group” or “Meltwater”) is a group of companies founded in

Norway. The Company has its statutory seat in Amsterdam, The Netherlands. The Company is listed

on the Oslo Børs market in Oslo, Norway. The address of the Company’s registered office is Singel

250, 1016 AB, Amsterdam. The registration number of the Company at the Chamber of Commerce is

32109376.

On 3 December 2021 the general meeting of Meltwater B.V. approved the conversion of the Company

to a public limited company in the Netherlands (

naamloze vennootschap

) (N.V.). This conversion was

effected on 6 December 2021 through a change in the articles of association. Additionally, the par

value of the shares was changed from USD 0.0001 per share to EUR 0.01 per share resulting in an

increase in the paid share capital to EUR 3 million , the increase being funded from share premium.

As of 6 December 2021, the legal form changed from a B.V. to Meltwater N.V.

37.2 Significant accounting policies

The accounting policies for the Company’s financial statements are the same as for the consolidated

financial statements. Where no specific policies are mentioned, reference should therefore be made to

the accounting policies relating to the consolidated financial statements under note 3.

37.2.1 Investments in subsidiaries

The company applies the accounting policy and recognises its investments in subsidiaries at cost on

initial recognition.

Investment in subsidiaries subsequent measurement is at lower of the carrying amount and the

recoverable amount. The Company periodically (at least once a year at year-end) evaluates the

carrying value of assets when events and circumstances indicate that the carrying value may not be

recoverable. Factors that the Company considers important, which could trigger an impairment review

include, but are not limited to, significant under-performance relative to expected historical or

projected future operating results, significant changes in the manner of use of the acquired assets or

the strategy for the Company’s overall business, significant negative industry or economic trends that

are likely to prevail into the long term. The carrying value of an asset is considered impaired when the

recoverable amount of such an asset is less than its carrying value and an impairment loss is recognized

for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable

amount is the higher of an asset’s fair value less costs of disposal and value in use.

An impairment loss is directly recognized in profit and loss while the carrying amount of the asset

concerned is concurrently reduced.

Share based compensation expenses are capitalised to the cost of investments as a capital contribution

to the subsidiaries. This is as a result of the Company taking on the cost of remunerating the

subsidiary’s employees due to the share based payment transaction, between employees and

subsidiaries receiving serves, are being settled in shares of the Company.

166

Meltwater N.V. – Annual consolidated and company only financial statements 2022

38 Financial assets-investments in subsidiaries

Please refer to the list of subsidiaries which has already been included in note 29 for subsidiaries which

are held by Meltwater N.V. For additions please refer to note 41 for disclosures regarding all the

business combinations of the Group.

Below is a summary of the movements in the Company’s investment in subsidiaries:

Subsidiaries

$’000

As at 1 January 2021

278 657

Movements during 2021

Acquisitions

74 717

Capital contributions via share-based payments

59 818

As at 31 December 2021

413 192

Movements during 2022

Acquisitions

-

Capital contributions

227 760

Capital contributions via share based payments

31 762

As at 31 December 2022

672 714

39 Related party receivables

31 December

2022

$’000

31 December

2021

$’000

Receivables from related parties

114

123

Loss allowance

(55)

(61)

59

62

The terms and conditions relating to the receivables from related parties are included in note 51. The

ECL method was applied to determine the loss allowance.

Movement in loss allowance:

2022

$’000

2021

$’000

As at 1 January

(61)

(63)

Foreign exchange movement

6

2

As at 31 December

(55)

(61)

167

Meltwater N.V. – Annual consolidated and company only financial statements 2022

40 Financial assets at fair value through profit and loss

The Group holds the following financial assets:

Financial assets

measured at fair value

through profit and loss

$’000

As at 1 January 2021

1 396

Additions

-

Other (exchange rate effects and other)

(44)

Disposals

(60)

As at 31 December

2021

1 292

Additions

Other (exchange rate effects and other)

(88)

Disposals

As at 31 December 2022

1 204

Non-Current

1 204

Current

-

Fi

nancial assets at fair value through profit and loss

The Financial assets at fair value through profit and loss are purchased equity investments in privately

held technology companies and limited partnerships.

For these investments, the Company does not

have ability to exercise significant influence and control over the investees. Furthermore, the fair value

of these investees has not materially changed year on year.

41 Business combinations

The Company acquired 3 entities during 2021, Klear.com. Ltd, Linkfluence SAS and Deepreason.ai Ltd.

The cost of which is recorded in Financial Assets - Investments in Subsidiaries. Refer to note 35 in the

consolidated financial statements for disclosures regarding business combinations in the previous year.

42 Other current assets

Other current assets contain VAT receivable and prepaid expenses.

31

December

2022

$’000

31

December

2021

$’000

Other current assets

1 807

719

1 807

719

168

Meltwater N.V. – Annual consolidated and company only financial statements 2022

43 Other non-current assets

Other non-current assets contains commitment fees relating to the undrawn revolving credit facility.

44 Cash and cash equivalents

45 Current and non-current liabilities

The Company holds the following financial liabilities:

Financial

liabilities

measured at fair

value through

profit and loss

$’000

Financial liabilities

at amortized cost

$’000

Total

$’000

As at 1 January 2021

-

Additions

(13 140)

(3 151)

(16 291)

Other (exchange rate effects and

other)

-

Disposals

-

As at 31 December 2021

(13 140)

(3 151)

(16 291)

Other (exchange rate effects and

other)

(342) 407 65

Change in fair value

1 573

-

1 573

Payments

4 237

971

5 208

As at 31 December 2022

(7 672)

(1 773)

(9 445)

Non-Current

(788)

(906)

(1 694)

Current

(6 884)

(867)

(7 751)

T

otal acquisition earn out expense for the financial period included in the statement of profit and loss

amounts to $0.4 million (2021: $0.4 million).

Financial liabilities at fair value through profit and loss

The financial liabilities at fair value through profit and loss are contingent considerations included in

business combinations. Please refer to consolidated business combination note 35 for more detailed

information.

31

December

2022

$’000

31

December

2021

$’000

Other non-current assets

912

1 160

912

1 160

31

December

2022

$’000

31

December

2021

$’000

Cash at bank

2 080

2 243

2 080

2 243

169

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Financial liabilities at amortized cost

The financial liabilities at amortized cost is mainly deferred purchase considerations included in

business combinations. Please refer to consolidated business combination note 35 for more detailed

information.

46 Trade and other payables

31 December

2022

31 December

2021

Trade payables

1 113

1 169

Tax Payable

761

1 724

Accrued Bonus

12

350

Other accrued liabilities

4 115

8 337

6 001

11 580

47 Borrowings

Non-convertible loans

$’000

Balance at 1 January 2021

-

Additions

25 000

Balance at 31 December 2021

25 000

Additions

30 000

Repayments

(5 000)

Balance at 31 December 2022

50 000

Balance at 31 December 2022 50 000

of which (duration)

-

< 1 year

-

≥1 year ≤ 5 years

50 000

> 5 years

-

48 Share capital

Refer to note 13 in the consolidated financial statements for detail with regards to the share capital of

the Company.

170

Meltwater N.V. – Annual consolidated and company only financial statements 2022

49 Company equity reconciliation to consolidated financials

Share capital

$’000

Share premium

$’000

Other reserves

$’000

Accumulated

deficit

$’000

Total equity

$’000

Group equity as of 1 January 2021

29

351 657

(100)

(386 295)

(34 709)

Reconciling items Group to Company

Opening balance adjustments

1

-

1 911

292 064

293 975

Consolidated movements

Employee benefit obligations

-

(60)

-

(60)

Cumulative translation adjustment

-

(1 751)

63

(1 688)

Shared based compensation tax adjustment

-

(1 681)

-

(1 681)

Loss for the period

-

75 991

Company only movements

Loss for the period

-

(21 831)

Cumulative translation adjustment

-

(60)

Company equity as of 1 January 2021

29

349 976

-

(40 068)

309 937

Group equity as of 31 December 2021

3 421

417 255

(3 548)

(464 233)

(47 105)

Reconciling items Group to Company

Opening balance adjustments

1

-

(1 681)

100

346 227

344 646

Consolidated movements

Employee benefit obligations

-

(19)

-

(19)

Cumulative translation adjustment

-

3 467

-

3 467

IFRS tax adjustment

-

1 218

-

1 218

Loss for the period

-

77 938

Company only movements

Loss for the period

-

(18 943)

Cumulative translation adjustment

-

(155)

-

61

(94)

171

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Company equity as of 31 December 2021

3 421

416 637

-

(58 950)

361 108

Group equity as of 31 December 2022

3 375

429 639

(7 435)

(489 414)

(63 835)

Reconciling items Group to Company

Opening balance adjustments

1

-

(618)

3 548

405 283

408 213

Consolidated movements

Foreign currency translation adjustments

-

4 160

-

4 160

Remeasurement of defined benefit obligation

-

(273)

-

(273)

Loss for the period

-

25 181

Company only movements

Profit for the period

-

1 374

Company equity as of 31 December 2022

3 375

429 021

-

(57 576)

374 820

1

Opening balance adjustments consist mainly out of the revaluation of subsidiaries to cost upon adoption of IFRS and the differential of consolidated and company

only results since the transition to IFRS.

172

Meltwater N.V. – Annual consolidated and company only financial statements 2022

50 Fair value measurement

IFRS 13 establishes a hierarchy that categorizes into three levels the inputs used to measure fair value

by giving the highest priority to quoted prices (unadjusted) in active markets for identical assets and

liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases,

the inputs used to measure the fair value of an asset or a liability might be categorized within different

levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its

entirety in the same level of the fair value hierarchy at the lowest level input that is significant to the

entire measurement. Levels used in the hierarchy are as follows:

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded

derivatives, and equity securities) is based on quoted market prices at the end of the reporting period.

The quoted market price used for financial assets held by the Group is the current bid price. These

instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example,

over-the-counter derivatives) is determined using valuation techniques which maximise the use of

observable market data 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.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument

is included in level 3. This is the case for unlisted equity securities.

Financial instruments at amortized cost

The majority of the Company financial assets and liabilities are carried at amortized cost using the

effective interest method. The fair values of these instruments are not materially different from their

carrying values, since the instruments are either short-term in nature or the interest rates are on

market terms.

There were no transfers between fair value hierarchy levels in 2022 and 2021.

31 December 2022

Financial assets

Notes

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Financial assets at fair value

through profit and loss

1 204

Financial liabilities

Notes

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Contingent consideration-

Cash

(6 096)

Contingent consideration-

Equity

( 1 575)

(1 575)

173

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31 December 2021

Financial assets

Notes

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Financial assets at fair

value through profit and

loss

-

1 292

Financial liabilities

Notes

Level 1

$’000

Level 2

$’000

Level 3

$’000

Total

$’000

Contingent consideration-

Cash

-

(10 916)

Contingent consideration-

Equity

-

(2 223)

Fair value measurements using significant unobservable inputs (level 3)

Financial assets at

fair value through

profit and loss

Contingent

consideration-Equity

Contingent

consideration-Cash

Opening balance 1 January

2021

1 396

-

Additions

(44)

(2 223)

(10 916)

Disposals

(60)

-

Closing balance 31

December 2021

1 292

(2 223)

(10 916)

Change in fair value

-

(188)

1 760

Other (Exchange rate effects

and other)

(88)

-

(339)

Payments

-

836

3 400

Closing balance 31

December 2022

1 204

(1 575)

(6 096)

Financial assets at fair value are measured at cost which approximates fair value as such no disclosures

will be included regarding the valuation technique utilised and the sensitivity analysis of such valuation

techniques.

51 Related parties

The related parties of the Company are entities and individuals capable of exercising control, joint

control or significant influence over the Company and companies belonging to Meltwater N.V. In

addition, members of the Board of Directors, executives with strategic responsibilities and their close

family members are also considered related parties. The Company carries out transactions with its

related parties on commercial terms that are normal in the respective markets, considering the

characteristics of the goods or services involved.

174

Meltwater N.V. – Annual consolidated and company only financial statements 2022

51.1 Transactions with subsidiaries

31 December

2022

$’000

31 December

2021

$’000

Support Recharge Income

28 418

29 874

Intercompany Interest Income

5 402

11 780

Support Recharge

(24 551)

(26 087)

IC Forex gain/loss

(1 421)

459

Intercompany Interest Expense

(4 741)

(11 408)

Total transactions with subsidiaries

3 107

4 618

51.2 Amounts due to/from intercompany parties

Funding is distributed within the Group to meet working capital needs of various entities within the

Meltwater Group. Meltwater N.V. provides a supporting letter to subsidiaries when required.

Intercompany funding will be repaid when the entity generates sufficient cash flow following

completion of its growth strategy. Intercompany funding is provided with the condition that the amount

is payable on demand to Meltwater N.V. if such request is made by Meltwater N.V. Funding provided

is expected to be received in full from the intercompany party without default.

Amounts due from group companies

31 December

2022

$’000

31 December

2021

$’000

Non-Current opening balance

514 241

475 629

Foreign Currency revaluations

2 683

(1 424)

Intercompany loans/(repayments)

(433 960)

22 318

Intercompany charges

16 382

5 940

Intercompany interest

5 398

11 778

Non-Current ending balance

104 744

514 241

Amounts due to group companies

31 December

2022

$’000

31 December

2021

$’000

Current opening balance

(518 930)

(467 628)

Foreign Currency Revaluations

8 217

7 907

Intercompany borrowings/(loans)

187 108

(44 913)

Intercompany charges

(14 912)

(2 890)

Intercompany interest

(4 737)

(11 406)

Current ending balance

(343 254)

(518 930)

52 Income tax

Major components of income tax expense are as follows:

2022

$’000

2021

$’000

Current tax expense

Current year

(717)

-

Income tax expense reported in the Statement of profit

or loss

(717) -

175

Meltwater N.V. – Annual consolidated and company only financial statements 2022

a. Reconciliation of income tax expenses

2022

$’000

2021

$’000

Profit/ (Loss) before tax 2 091 (18 943)

Federal tax at statutory rate (21%) (439) (3 978)

Permanently Non-deductible Transactions (1 183) -

Non-US operations (83) -

Unrecognised deferred tax assets - (758)

Use of unrecognized tax attributes 988 -

Unrecognised tax losses carried forward - 4 736

Income tax expense at effective tax rate (717) -

Effective tax rate

34.3%

0%

The US federal tax rate is used to reconcile to the effective tax rate as this is the Company’s highest

level of operational activity as well as being jurisdiction with the largest revenue generation. The

difference between the Company’s effective tax rate and the Netherlands statutory rate of 25% is

primarily due to net operating losses for which the related deferred tax assets have not been valued

due to uncertainty of realization thereof.

b. Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items, as it is not probable

that future taxable profit will be available against which the Group can use the benefits there from:

31

December 2022

$’000

31

December 2021

$’000

Loss carried forward

3 820

4 808

SBC

11

-

Others

2 321

Unrecognized deferred tax assets

6 152

7 129

Expire

-

Never Expire

6 152

7 129

In accordance with the guidance provided under IFRIC 23, management believes uncertain tax

positions exist with regard to the Net Operating Losses (hereinafter “NOLs”), as it is probable that the

tax authority will not accept the historical taxable results claimed on the originally filed return. Upon

review of the uncertain tax position using a probability weighted assessment, management’s estimate

of the uncertain tax position in relation to prior periods was subsequently reduced. During the financial

year ended 2021 unrecognised deferred tax assets of $ 28 million was reported which have

consequently been reduced to $ 7 million.

176

Meltwater N.V. – Annual consolidated and company only financial statements 2022

c. Uncertain tax positions

M

eltwater takes income tax positions that management believes are supportable and are intended to

withstand challenge by tax authorities. Some of these positions are inherently uncertain and include

the interpretation of income tax laws applied to complex transactions. The Company periodically

reassesses its tax positions. Changes to the financial statement recognition, measurement, and

disclosure of tax positions is based on management’s best judgment given any changes in the facts,

circumstances, information available and applicable tax laws. Considering all available information, the

Company believes that the ultimate resolution of such matters will not have a material effect on the

Company’s financial position, statements of operations or cash flows

53 Share-based payments

Refer to note 16 in the consolidated financial statements for detail with regards to the share-based

payments.

54 Number of employees

The average number of employees of the Meltwater N.V. during the 2022 year, converted to full-time

equivalents was as follows: 2 305 of which 68 are in the Netherlands with 0 employees directly

employed by Meltwater N.V. (2021: 1 962 of which 56 are in the Netherlands with 0 employees directly

employed by Meltwater N.V.).

55 Other income

The other income disclosed in the financial statements relate to Support recharge income between

various intercompany subsidiaries within the Group.

56 Contingent liabilities

There are no contingent liabilities to disclose relating to the Meltwater Holding N.V.

177

Meltwater N.V. – Annual consolidated and company only financial statements 2022

57 Financial risk management

This note explains the Group’s exposure to financial risks and how these risks could affect the

Company’s future financial performance.

Risk Exposure arising from Measurement Management

Market risk –

foreign currency

exchange

Future commercial

transactions

Recognized financial assets

and liabilities not

denominated in US Dollar

($)

Sensitivity analysis

Cash

flow forecasting

Part of the daily business

management

Market risk –

interest rate

Non-current borrowings at

fixed and variable rates

Sensitivity analysis

Part of the daily business

management

Credit risk

Cash and cash equivalents,

deposits trade and other

receivables

Aging analysis

Credit ratings

Diversification of bank

accounts and the

placement of cash with

major financial

institutions

Ongoing credit

evaluation is performed

on the financial condition

of accounts receivable

Part of the daily business

m

anagement

Liquidity risk Lease liabilities, employee

benefit obligations and trade

and other payables

Maturity analysis Availability of committed

credit lines and

borrowing facilities

Prudent cash

management policies

Susceptibility of the Group to financial risks is monitored as a part of its daily management of the

business. Exchange rate exposures are monitored by the Group’s Corporate Treasurer.

57

.1 Market risk -

foreign currency exchange

The functional currency of the Company is the US Dollar ($). The Company faces currency risks related

to the transactions carried out in the currencies other than the functional currency. The Company has

not entered into transactions designed to hedge against the foreign currency risks. There has been no

change in the Company’s exposure to market risks or how these risks are managed and measured.

The Company’s exposure to foreign currency risk at the end of the reporting period, expressed in US

Dollar currency units, was as follows:

178

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31 December 2022

USD

EUR

GBP

SEK

NOK

CAD

CHF

BRL

ZAR

ILS

JPY

MYR

AED

AUD

HKD

SGD

Total

Receivables from related parties

59

-

59

Amounts due from group companies

7 405

11 813

56

-

20 949

57 301

829

458

-

1 761

4 172

104 744

Fair value assets through profit or loss

1 204

-

1 204

Other non-current assets

912

-

912

Cash and cash equivalents

1 340

711

4

1

24

-

2 080

Amounts due to group companies

(219 907)

(44 457)

(22 200)

(10 844)

-

(1 704)

(8 599)

(4 829)

(4 466)

(21 885)

(4 363)

-

(343 254)

Trade payables

(6 001)

-

(6 001)

Exposure

(214 988)

(31 933)

(22 140)

(10 843)

24

20 949

57 301

829

458

(1 704)

(8 599)

(4 829)

(4 466)

(21 885)

(2 602)

4 172

(240 256)

31 December 2021

USD

EUR

GBP

SEK

NOK

CAD

CHF

BRL

ZAR

ILS

JPY

MYR

AED

AUD

HKD

SGD

Total

Receivables from related parties

62

- - - - - -

-

62

Amounts due from group companies

452 478

- - - -

22 916

38 847

-

514 241

Fair value assets through profit or loss

1 292 - - - - - -

-

1 292

Other non-current assets

1 160 - - - - - -

-

1 160

Cash and cash equivalents

1 005 1 213 11 1 13 - -

-

2 243

Amounts due to group companies

(486 957) (31 973) - - - - -

-

(518 930)

Trade payables

(11 580) - - - - - -

-

(11 580)

Exposure

(42 540) (30 760) 11 1 13 22 916 38 847

-

(11 512)

179

Meltwater N.V. – Annual consolidated and company only financial statements 2022

57.2 Market risk - Foreign currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently exposures to

exchange rate fluctuations arise.

S

ensitivity analysis

T

he Company is exposed to a variety of foreign currencies (see table below).

A possible strengthening (weakening) of the foreign currencies by +/- 10.0% against the US Dollars

at 31 December would have affected the measurement of financial instruments denominated in a

foreign currency and affected equity and profit or loss by the amounts shown below, expressed in US

Dollar currency units. The analysis assumes that all other variables remain constant and ignores any

impact of forecast sales and purchases

180

Meltwater N.V. – Annual consolidated and company only financial statements 2022

31 December

2022

EUR

GBP

SEK

NOK

CAD

CHF

BRL

ZAR

ILS

JPY

MYR

AED

AUD

HKD

SGD

Total

Currency

strengthening

by 10%

(3 193) (2 214) (1 084) 2 2 095 5 730 83 46 (170) (860) (483) (447) (2 189) (260) 417 (2 527)

Currency

weakening by

10%

3 193 2 214 1 084 (2) (2 095) (5 730) (83) (46) 170 860 483 447 2 189 260 (417) 2 527

31 December

2021

EUR

GBP

SEK

NOK

CAD

CHF

BRL

ZAR

ILS

JPY

MYR

AED

AUD

HKD

SGD

Total

Currency

strengthening

by 10%

(3 076) 1 - 1 2 291 3 884 - - - - - - - - 3 101

Currency

weakening by

10%

3 076 (1) - (1) (2 291) (3 884) - - - - - - - - (3 101)

181

Meltwater N.V. – Annual consolidated and company only financial statements 2022

57.3 Market risk- interest rate risk management

The Company’s main interest rate risk arises from long-term borrowings with both fixed and

variable rates which expose the Group to cash flow interest rate risk. Meltwater does not currently

have an interest rate hedging policy as interest is paid when it becomes due. Long term

borrowings which contain a variable interest rate have been extinguished during December 2020.

A rolling credit facility has been entered into for general corporate purpose use to secure the

availability of finance on pre-arranged terms over the facility period.

Sensitivity analysis

The following table illustrates the sensitivity of profit before tax and equity to a reasonably

possible change in interest rates of +/- 1.0% and how it would have affected equity and profit or

loss by the amounts shown below, expressed in US Dollar currency units. All other variables are

held constant.

Profit before tax

+1%

-1%

31 December 2022

-454

454

31 December 2021

-142

142

57.4 Credit risk management

Credit risk arises from cash at bank and related party receivables and is considered to be minimal.

Majority of the cash at bank are held with high credit quality financial institutions with a credit

rating of A or higher.

31

December 2022

$‘000

31

December 2021

$‘000

Cash at bank

2 080

2 243

Related party receivables

59

62

Amounts due from group companies

104 744

514 241

57.5 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations

associated with its financial liabilities that are settled by delivering cash or another financial asset.

The Company’s approach to managing liquidity is to ensure as far as possible that it will meet its

liabilities when they are due under both normal and stressed conditions without incurring

unacceptable losses or risking damage to the Group’s reputation.

For detailed disclosure regarding the terms and conditions of external borrowings please refer to

note 1.2 and note 18 of the consolidated financial disclosures regarding impact of IBOR reform

and the external borrowings.

The liquidity risk management implies maintaining sufficient cash and committed credit facilities

by continuously monitoring forecast and actual cash flows and by matching the maturity profiles

of financial assets and liabilities.

The table below analyses the Company’s financial liabilities by their remaining period to maturity

based on the contractual maturity date. The amounts in the table are the contractual

undiscounted cash flows (these amounts may not reconcile to the amounts disclosed on the

statement of financial position for debt to lease liabilities, trade and other payables).

182

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Within the

next 12

months

$’000

Between 1

and 5 years

$’000

Beyond

5 years

$’000

Total

$’000

31 December 2022

Trade payables

6 001

-

6 001

Amounts due to group companies

343 254

-

343 254

Current liabilities

7 751

-

7 751

Non-current liabilities

-

1 694

-

1 694

External borrowings

-

50 000

-

50 000

Exposure

357 006

51 694

-

408 700

31 December 2021

Trade payables

11 580

-

11 580

Amounts due to group companies

518 930

-

518 930

Current liabilities

4 607

-

4 607

Non-current liabilities

-

11 684

-

11 684

External borrowings

-

25 000

-

25 000

Exposure

535 117

36 684

-

571 801

57.6 Capital risk

The Company manages its capital to ensure that it will be able to continue as going concerns

while maximising the return to shareholders through the optimisation of the debt and equity

balance.

The capital structure of the Company consists of net debt (borrowings disclosed in notes 47 after

deducting cash and bank balances) and equity of the Company (comprising issued capital reserves

retained earnings and accumulated deficit as disclosed in note 48 and the statement of changes

in Equity).

31

December 2022

$’000

31

December 2021

$’000

Debt

(50 000)

(25 000)

Cash and cash equivalents

2 080

2 243

Net debt

(47 920)

(22 757)

Equity

374 820

361 108

Net debt to equity ratio

(0,13)

(0,06)

The ratio indicates what proportion of equity and debt the Company has been using to finance

its assets and how encumbered a company is with debt. Debt does not include trade payables

and net intercompany payables as they relate to operational activities and not capital activities.

The negative ratio as at 31 December 2022 indicates that the Group's cash at hand does not

exceeds its debt.

58 Subsequent events

Please refer note 36 in the consolidated financial statements for related disclosures.

Amsterdam, the Netherlands, 25 April 2023

Jørn Lyseggen

Executive Chair

Sang Kim

Non-executive director

David Faugno

Senior non-executive director

Erik Langaker

Non-executive director

Mattias Erik Holmström

Non-executive director

Stefanie Witte

Non-executive director

183

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Other information

Profit appropriation according to the Articles of Associations

According to article 15 of the Deed of Amendment to the Articles of Association the annual net

profit is at free disposal of the annual shareholders meeting.

184

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Independent Auditors report

2022

185

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Independent auditor’s report

Fina nci al S tatem en ts

31

Decem ber 2022

1

Jan uary 2022

Meltwater N.V .

Contr ol e

Goedkeurend



NLE00020254.1.1



KVK

32109376

Creat e SBR E xte nsi on

1.0

Amst erd am

24

Apri l 2023

To: the general meeting of Meltwater N.V.

Report on the financial statements 2022

Our opinion

In our opinion, the financial statements of Meltwater N.V. (‘the Company’) give a true and fair

view of the financial position of the Company and the Group (the company together with its

subsidiaries) as at 31 December 2022, and of its result and its cash flows for the year then ended

in accordance with International Financial Reporting Standards as adopted by the European

Union (‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the accompanying financial statements 2022 of Meltwater N.V., Amsterdam.

The financial statements comprise the annual consolidated financial statements of the Group

and the company only annual financial statements.

The financial statements comprise:

• the consolidated and company only statement of financial position as at

31 December 2022;

• the following statements for the year ended 31 December 2022: the consolidated an

d

c

ompany only statement of profit or loss account and other comprehensive income, the

consolidated and company only statement of changes in equity and the consolidated an

d

c

ompany only statement of cash flows; and

• the notes to the annual consolidated and company only financial statements, comprising

a summary of the significant accounting policies and other explanatory information.

The financial reporting framework applied in the preparation of the financial statements is EU-

IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code.

The basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on

Auditing. We have further described our responsibilities under those standards in the section

‘Our responsibilities for the audit of the financial statements’ of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

Independence

We are independent of Meltwater N.V. in accordance with the European Union Regulation on

specific requirements regarding statutory audit of public-interest entities, the ‘Wet toezicht

accountantsorganisaties’ (Wta, Audit firms supervision act), the ‘Verordening inzake de

onafhankelijkheid van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for

Professional Accountants, a regulation with respect to independence) and other relevant

independence regulations in the Netherlands. Furthermore, we have complied with the

‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

Our audit approach

We designed our audit procedures with respect to the key audit matter, fraud and going

concern, and the matters resulting from that, in the context of our audit of the financial

statements as a whole and in forming our opinion thereon. The information in support of our

opinion, such as our findings and observations related to the individual key audit matter, our

audit approach on fraud risk and our audit approach on going concern was addressed in this

context and we do not provide a separate opinion or conclusion on these matters.

Overview and context

Meltwater N.V. is a Software as a Service (‘SaaS’) provider of cloud-based news, social media

monitoring solutions and related services. The Company hosts software solutions that make it

available to its customers through subscriptions. The Group is comprised of several components

and therefore we considered our group audit scope and approach as set out in the section ‘The

scope of our group audit’.

As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the financial statements. In particular, we considered where the board of

directors made important judgements, for example, in respect of significant accounting

estimates that involved making assumptions and considering future events that are inherently

uncertain. We considered the audit of revenue as key audit matter, in view of magnitude and the

related higher inherent risk of material misstatement. The key audit matter has been set out in

the section ‘Key audit matters’ of this report. As no acquisitions were completed in 2022,

acquisitions of business is no longer considered to be a key audit matter.

Other areas of focus that were not considered as key audit matters were the tax position and

climate change.

There is increasing attention for climate change and the impact on companies and their

operations, as well as the impact of companies on their environment. Taking into account the

nature of the Company’s business, the Company assessed the possible effects of climate change

and its plans on its financial position.

We ensured that the audit teams at both group and component level included the appropriate

skills and competences which are needed for the audit of a SaaS company that is operating in an

international environment. We therefore included experts and specialists in the areas of IT,

valuations and tax in our team.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

The outline of our audit approach was as follows:

Materiality

• Overall materiality: US$3.2 million.

Audit scope

• We conducted audit work at three locations. We paid

particular attention to the head office in San Francisco (USA),

the shared service centre located in Switzerland and to The

Netherlands, where the Company has its statutory seat.

• A site visit was conducted to the head office in San Francisco

(USA).

• Audit coverage: 100% of consolidated revenue, 96% of

consolidated total assets and 100% of consolidated profit

before tax.

Key audit matter

• Audit of revenue.

Materiality

The scope of our audit was influenced by the application of materiality, which is further

explained in the section ‘Our responsibilities for the audit of the financial statements’.

Based on our professional judgement we determined certain quantitative thresholds for

materiality, including the overall materiality for the financial statements as a whole as set out in

the table below. These, together with qualitative considerations, helped us to determine the

nature, timing and extent of our audit procedures on the individual financial statement line

items and disclosures and to evaluate the effect of identified misstatements, both individually

and in aggregate, on the financial statements as a whole and on our opinion.

Overall group

materiality

US$3.2 million (2021: US$3.0 million).

Basis for

determining

materiality

We used our professional judgement to determine overall materiality. As a

basis for our judgement, we used 0.75% of total revenues.

Rationale for

benchmark applied

We used total revenue as the primary benchmark, a generally accepted

auditing practice, based on our analysis of the common information needs of

the users of the financial statements. The Company focuses on revenue growth

to achieve geographic and technological scale. On this basis, we believe that

the total revenues is an important metric for the financial performance of the

Company.

Component

materiality

Based on our judgement, we allocate materiality to each component in our

audit scope that is less than our overall group materiality. The range of

materiality allocated across components was between US$3.2 million and

US$480,000.

We also take misstatements and/or possible misstatements into account that, in our judgement,

are material for qualitative reasons.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

We agreed with Audit Committee that we would report to them any misstatement identified

during our audit above US$160,000 (2021: US$300,000) as well as misstatements below that

amount that, in our view, warranted reporting for qualitative reasons.

The scope of our group audit

Meltwater N.V. is the parent company of a group of entities. The financial information of this

group is included in the consolidated financial statements of Meltwater N.V.

We tailored the scope of our audit to ensure that we, in aggregate, provide sufficient coverage of

the financial statements for us to be able to give an opinion on the financial statements as a

whole, taking into account the management structure of the Group, the nature of operations of

its components, the accounting processes and controls, and the markets in which the

components of the Group operate. In establishing the overall group audit strategy and plan, we

determined the type of work required to be performed at component level by the group

engagement team and by each component auditor.

The group audit primarily focussed on Meltwater N.V. and the US activities which are

financially significant and relates to the following component: Meltwater News US Inc. These

components were subject to audit of their complete financial information. Two other

components, outside the US, which were not financially significant were also subject to audits of

their complete financial information to achieve appropriate coverage.

We scoped-in additional components for audit procedures to achieve appropriate coverage on

financial line items in the consolidated financial statements. In total, in performing these

procedures, we achieved the following coverage on the financial line items:

Revenue

100%

Total assets

96%

Profit before tax

100%

The audit of revenue was performed centrally by the group engagement team. For other

components subject to audits of their complete financial information we used a component

auditor who are familiar with the local laws and regulations to perform the audit work.

The group engagement team performed the audit work on the group consolidation, financial

statements disclosures and a number of complex items such as goodwill, intangible assets,

income taxes and share based compensation.

Where component auditors performed the work, we determined the level of involvement we

needed to have in their work to be able to conclude whether we had obtained sufficient and

appropriate audit evidence as a basis for our opinion on the consolidated financial statements as

a whole.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

We issued instructions to US engagement team and the component auditor of the shared service

centre in Switzerland. These instructions included amongst others our risk analysis, materiality

and the scope of the work. We explained to the component audit teams the structure of the

Group, the main developments that were relevant for the component auditors, the risks

identified, the materiality levels to be applied and our global audit approach. We had various

calls with each of the in-scope component audit teams during the year and upon conclusion of

their work. We also physically visited the US engagement team. During these calls and meetings

(where applicable), we discussed the significant accounting and audit issues identified by the

component auditors, their reports, the findings of their procedures and other matters, that could

be of relevance for the consolidated financial statements.

For the remaining components we performed, among other things, analytical procedures to

corroborate our assessment that there were no significant risks of material misstatements

within those components.

By performing the procedures outlined above at the components, combined with additional

procedures at group level, we have been able to obtain sufficient and appropriate audit evidence

on the Group’s financial information, to provide a basis for our opinion on the financial

statements.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due

to fraud. During our audit we obtained an understanding of Meltwater N.V. and its environment

and the components of the internal control system. This included the board of directors’ risk

assessment process, the board of directors’ process for responding to the risks of fraud and

monitoring the internal control system and how the Audit Committee exercised oversight, as

well as the outcomes.

We evaluated the design and relevant aspects of the internal control system and in particular the

controls addressing fraud risk, as well as the code of conduct, whistle-blower procedures, as well

as activities surrounding journal entries and relating to the reconciliation of detailed records to

the general ledger for material account balances. We evaluated the design and the

implementation, where considered appropriate.

We asked members of the board of directors as well as amongst others legal affairs, finance

department and the Audit Committee whether they are aware of any actual or suspected fraud.

This did not result in signals of actual or suspected fraud that may lead to a material

misstatement.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to

financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated

whether these factors indicate that a risk of material misstatement due to fraud is present.

We incorporated an element of unpredictability in our audit. We reviewed minutes of the board

of directors and subcommittees thereof and performed fraud inquiries with management.

During the audit, we remained alert to indications of fraud. We also considered the outcome of

our other audit procedures and evaluated whether any findings were indicative of fraud or non-

compliance of laws and regulations. Whenever we identify any indications of fraud, we re-

evaluate our fraud risk assessment and its impact on our audit procedures.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

We identified the following fraud risks and performed the following specific procedures:

[]

Identified fraud risks

Our audit work and observations

Risk of fraud through management

override of controls

As in all our audits, we address the

risk of management override of

controls. This includes evaluating

whether there is evidence of bias by

management that may represent a

risk of material misstatement due

to fraud.

In this context, we paid particular

attention to the significant

estimates and judgments made by

management.

Management may perceive

pressure to manipulate accounting

estimates that require significant

judgment in order to improve

results. Additionally, inappropriate

accounting policies and treatments

may be adopted to achieve the

desired outcomes.

Where relevant to our audit, we have evaluated the design of the

internal control measures that are intended to mitigate the risk of

management override of controls and assessed the effectiveness of

those measures in the processes of generating and processing

journal entries and forming estimates.

We selected journal entries on the basis of risk criteria and

performed audit procedures on them, including inspection of the

source documentation to assess the validity of the business

rationale and substantiation of corroborating evidence. We assessed

significant judgments and estimates made by management, unusual

transactions and related party transactions. We assessed the

appropriateness and accurate application of accounting policies in

accordance with EU-IFRS.

We did not identify any specific indications of fraud or suspicion of

fraud in respect of management override of controls.

Risk of fraud in revenue

recognition

We address the risk of fraud in

revenue recognition. This relates to

the presumed management

incentive that exists to overstate

revenue. Generally, revenue is

recognized over a period of time.

Given that the individually

insignificant transactions are

processed automatically, there is

limited risk of management

manipulation. Rather, the risk of

fraud in revenue recognition is

focussed on the occurrence of

inappropriate manual transactions

with respect to revenue.

Where relevant to our audit, we have evaluated the design of the

internal control measures that are intended to mitigate the risk of

fraud in revenue recognition and assessed the effectiveness of those

measures.

Through data analysis, we tested (unexpected) (manual) journal

entries recorded to revenue. Our audit procedures included

inspection of the source documentation to assess the validity of the

business rationale and substantiation of corroborating evidence

testing the occurrence of the related revenue.

We did not identify any specific indications of fraud or suspicion of

fraud in respect of revenue recognition.

[]

Audit approach going concern

As disclosed in section 1.2 ‘Going concern’ of the financial statements, the board of directors

performed their assessment of the entity’s ability to continue as a going concern for at least 12

months from the date of preparation of the financial statements and has not identified events or

conditions that may cast significant doubt on the entity’s ability to continue as a going concern

(hereafter: going-concern risks). Our procedures to evaluate the board of directors’ going-

concern assessment included, amongst others:

• considering whether the board of directors’ going-concern assessment includes all

relevant information of which we are aware as a result of our audit by inquiring with the

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

board of directors regarding the board of directors’ most important assumptions

underlying its going-concern assessment;

• evaluating the board of directors’ current budget including cash flows for at least 12

months from the date of preparation of the financial statements taken into accoun

t

c

urrent developments and all relevant information of which we are aware as a result o

f

our

audit;

• analysing whether the current and the required financing has been secured to enable th

e

c

ontinuation of the entirety of the entity’s operations, including compliance with relevant

covenants;

• performing inquiries of the board of directors as to its knowledge of going-concern risks

beyond the period of the board of directors’ assessment.

W

e concluded that the board of directors’ use of the going-concern basis of accounting is

appropriate, and based on the audit evidence obtained, that no material uncertainty exists

related to events or conditions that may cast significant doubt on the entity’s ability to continue

as a going concern.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in the audit of the financial statements. We have communicated the key audit

matter to the Audit Committee. The key audit matter is not a comprehensive reflection of all

matters identified by our audit and that we discussed. In this section, we described the key audit

matter and included a summary of the audit procedures we performed on this matter.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

Key audit matter

Our audit work and observations

Audit of revenue

(Note 21)

As of 31 December 2022, the Group recognized

US$439

million of revenue.

The Company derives its revenue primarily from

subscription fees for its

cloud-

based news and social

media monitoring services. The Company hosts

software applications that it makes available to its

customers over subscription periods generally up to

12

months or they may extend to longer periods.

The

Company provides customers with access to

training and support that help them use the cloud

-

based news and social media monitoring services

over the subscription periods

.

The subscription term runs for an agreed

-upon

period based on a signed contract. Revenue

recognition is typica

lly systematically calculated on

a straight

-line basis with the exception of revenue

recognized upfront and net of fees from sales of

third

-party vendors’ products when Meltwater N.V.

is acting as an agent.

Revenue is assessed as an important metric for t

he

performance of the company. Given the higher

inherent risk of material misstatement, as a result of

the large number of transactions and counterparties

we have spent a significant amount of time on the

audit of revenue.

We therefore considered the audi

t of revenue as a

key audit matter.

We obtained an understanding of the revenue

recognition process and evaluated the design and

implementation of internal controls over the

revenue process. The audit of revenue was

substantive in nature.

We reconciled the revenue detailed listings to the

Company’s general ledger, and independently

recalculated revenue and deferred revenue based on

inputs (i.e. contract start date and end date,

subsidiary, contract value) that are agreed to the

signed contr

acts, invoices and sales orders on a

sample basis.

We performed confirmation procedures with

customers for outstanding accounts receivable

balances, assessed the reasonableness of

management’s estimation and classification process

to reserve against uncollectible balances.

We also performed cutoff proced

ures over both

billed and unbilled amounts before and after the

balance sheet date to ensure revenue is recognized

in the correct period.

We tested credit memos and corresponding

approvals, to ensure that the adjustment of

previously recognized revenue i

s appropriate.

We assessed the presentation of the revenue on a

gross versus net basis, based on the term of the

selected

contracts and challenged management on the

classification of revenue as determined by their

principal versus agent assessments. In

addition, we

have evaluated the adequacy of the related

disclosures in the financial statements. Our

procedures did not result in material findings with

respect to the revenue.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

Report on the other information included in the annual

report

The annual report contains other information. This includes all information in the annual report

in addition to the financial statements and our auditor’s report thereon.

Based on the procedures performed as set out below, we conclude that the other information:

• is consistent with the financial statements and does not contain material misstatements;

and

• contains all the information regarding the directors’ report and the other information that

is required by Part 9 of Book 2 and regarding the remuneration report required by th

e

s

ections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and the understanding obtained

in our audit of the financial statements or otherwise, we have considered whether the other

information contains material misstatements.

By performing our procedures, we comply with the requirements of Part 9 of Book 2 and section

2:135b subsection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of such

procedures was substantially less than the scope of those procedures performed in our audit of

the financial statements.

The board of directors is responsible for the preparation of the other information, including the

directors’ report and the other information in accordance with Part 9 of Book 2 of the Dutch

Civil Code. The board of directors and the Audit Committee are responsible for ensuring that the

remuneration report is drawn up and published in accordance with sections 2:135b and 2:145

subsection 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and

ESEF

Our appointment

We were appointed as auditors of Meltwater N.V.. This followed the passing of a resolution by

the shareholders at the annual general meeting held on 30 June 2021. Our appointment has

been renewed annually and now represents a total period of uninterrupted engagement of

thirteen years of which two years since the listing at the Oslo Børs Euronext.

European Single Electronic Format (ESEF)

Meltwater N.V. has prepared the annual report in ESEF. The requirements for this are set out in

the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the

specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML format, including the (partially) marked-

up financial statements, as included in the reporting package by Meltwater N.V., complies in all

material respects with the RTS on ESEF.

The board of directors is responsible for preparing the annual report, including the financial

statements in accordance with the RTS on ESEF, whereby the board of directors combines the

various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report

in this reporting package complies with the RTS on ESEF.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N

‘Assuranceopdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal

verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for

digital reporting).

Our examination included amongst others:

• Obtaining an understanding of the entity’s financial reporting process, including the

preparation of the reporting package.

• Identifying and assessing the risks that the annual report does not comply in all materia

l

re

spects with the RTS on ESEF and designing and performing further assurance

procedures responsive to those risks to provide a basis for our opinion, including:

− obtaining the reporting package and performing validations to determine whether

the reporting package containing the Inline XBRL instance document and the

XBRL extension taxonomy files have been prepared in accordance with the

technical specifications as included in the RTS on ESEF;

− examining the information related to the consolidated financial statements in the

reporting package to determine whether all required mark-ups have been applied

and whether these are in accordance with the RTS on ESEF.

No prohibited non-audit services

To the best of our knowledge and belief, we have not provided prohibited non-audit services as

referred to in article 5(1) of the European Regulation on specific requirements regarding

statutory audit of public-interest entities.

Services rendered

The services, in addition to the audit, that we have provided to the Company or its controlled

entities, for the period to which our statutory audit relates, are disclosed in note 23 to the

financial statements.

Responsibilities for the financial statements and the audit

Responsibilities of the board of directors and the Audit Committee

for the financial statements

The board of directors is responsible for:

• the preparation and fair presentation of the financial statements in accordance with EU-

IFRS and Part 9 of Book 2 of the Dutch Civil Code; and for

• such internal control as the board of directors determines is necessary to enable the

preparation of the financial statements that are free from material misstatement, whether

due to fraud or error.

As part of the preparation of the financial statements, the board of directors is responsible for

assessing the Company’s ability to continue as a going-concern. Based on the financial reporting

frameworks mentioned, the board of directors should prepare the financial statements using the

going-concern basis of accounting unless the board of directors either intends to liquidate the

Company or to cease operations or has no realistic alternative but to do so. The board of

directors should disclose in the financial statements any event and circumstances that may cast

significant doubt on the Company’s ability to continue as a going concern.

The board of directors is responsible for overseeing the Company’s financial reporting process.

195

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Our responsibilities for the audit of the financial statements

Our responsibility is to plan and perform an audit engagement in a manner that allows us to

obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our

objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high but not absolute level of

assurance, which makes it possible that we may not detect all material misstatements.

Misstatements may arise due to fraud or error. They are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of users

taken on the basis of the financial statements.

Materiality affects the nature, timing and extent of our audit procedures and the evaluation of

the effect of identified misstatements on our opinion.

A more detailed description of our responsibilities is set out in the appendix to our report.

Amsterdam, 26 April 2023

PricewaterhouseCoopers Accountants N.V.

/PwC _P artn er _Si gnat ure /

Original has been signed by A.G.J. Gerritsen RA

196

Meltwater N.V. – Annual consolidated and company only financial statements 2022

Appendix to our auditor’s report on the financial

statements 2022 of Meltwater N.V.

In addition to what is included in our auditor’s report, we have further set out in this appendix

our responsibilities for the audit of the financial statements and explained what an audit

involves.

The auditor’s responsibilities for the audit of the financial

statements

We have exercised professional judgement and have maintained professional scepticism

throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and

independence requirements. Our audit consisted, among other things of the following:

• Identifying and assessing the risks of material misstatement of the financial statements,

whether due to fraud or error, designing and performing audit procedures responsive to

those risks, and obtaining audit evidence that is sufficient and appropriate to provide a

basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the intentional override of internal control.

• Obtaining an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the board of directors.

• Concluding on the appropriateness of the board of directors’ use of the going-concern

basis of accounting, and based on the audit evidence obtained, concluding whether a

material uncertainty exists related to events and/or conditions that may cast significant

doubt on the Company’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditor’s report to

the related disclosures in the financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our auditor’s report and are made in the context of our opinion on the

financial statements as a whole. However, future events or conditions may cause the

Company to cease to continue as a going concern.

• Evaluating the overall presentation, structure and content of the financial statements,

including the disclosures, and evaluating whether the financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

Considering our ultimate responsibility for the opinion on the consolidated financial statements,

we are responsible for the direction, supervision and performance of the group audit. In this

context, we have determined the nature and extent of the audit procedures for components of

the Group to ensure that we performed enough work to be able to give an opinion on the

financial statements as a whole. Determining factors are the geographic structure of the Group,

the significance and/or risk profile of group entities or activities, the accounting processes and

controls, and the industry in which the Group operates. On this basis, we selected group entities

for which an audit or review of financial information or specific balances was considered

necessary.

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Meltwater N.V. – Annual consolidated and company only financial statements 2022

We communicate with the Audit Committee regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit. In this respect, we also issue an additional

report to the audit committee in accordance with article 11 of the EU Regulation on specific

requirements regarding statutory audit of public-interest entities. The information included in

this additional report is consistent with our audit opinion in this auditor’s report.

We provide the Audit Committee 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, related actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Audit Committee, we determine those matters that

were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, not communicating the matter is in the public interest.

2022 Annual Report 198

Income Statement

Using Alternative Performance

Measures (APMs)

2022

2022 Annual Report 199

IFRS Income Statement Reconciliation

Using Alternative Performance Measures (APMs)

($ in millions)

2022 2021

Stock based compensation 1.4 1.6

Stock Buyback 0.0 0.2

One-time expenses 0.6 0.3

Amortization of capitalized software costs 10.6 11.2

Amortization of other intangible assets 3.5 6.5

Depreciation of PPE 0.1 0.1

COGS TOTAL 16.3 19.9

Stock based compensation 14.6 36.8

Stock Buyback 0.0 6.7

One-time expenses 3.9 1.9

Amortization of other intangible assets 2.4 4.8

Depreciation of PPE 0.9 1.0

SM TOTAL 21.8 51.2

Stock based compensation 7.5 7.9

Stock Buyback 0.0 3.7

One-time expenses 6.9 10.9

Charitable contributions 2.2 2.5

Amortization of capitalized software costs 0.0 2.6

Depreciation of PPE 0.6 0.5

GA TOTAL 17.2 28.2

Stock based compensation 6.8 14.0

Stock Buyback 0.0 2.8

One-time expenses 1.1 1.4

Amortization of capitalized software costs 0.2 0.0

Depreciation of PPE 0.2 0.1

RD TOTAL 8.3 18.3

2022 Annual Report 200

IFRS Income Statement using APMs

Using Alternative Performance Measures (APMs)

($ in millions)

2022 2021

Revenue 438.7 401.6

Cost of revenue 107.9 99.9

Adjusted Gross prot 330.8 301.8

Adjusted Gross prot % 75.4% 75.1%

Adjusted operating expenses

Sales and marketing 193.7 170.0

General and administrative 54.0 52.4

Research and development 47.5 40.0

Adjusted OpEx 295.1 262.4

Adjusted OpEx % 67.3% 65.3%

Adjusted EBITDA 35.7 39.4

Adjusted EBITDA % 8.1% 9.8%

Add Back

Stock based compensation (run rate) 21.3 7. 9

Stock based compensation (one-time) 8.9 52.6

Stock Buyback 0.0 13.4

One-time expenses 12.5 14.4

Charitable contribution 2.2 2.5

Foreign exchange gain (8.2) (5.5)

Other prot, net (6.7) (0.4)

Add Back Totals 30.1 84.9

EBITDA 5.6 (45.5)

EBITDA % 1.3% -11.3%

Depreciation and amortization 18.5 26.8

EBIT (12.9) (72.3)

EBIT % -3.0% -18.0%

Net Interest Expense 4.5 4.9

Provision for income taxes 7. 8 0.8

Net Inc/(loss) (25.2) (77.9)

Net Inc/(loss) % -5.7% -19.4%

2022 Annual Report 201

Denitions:

Alternative Performance

Measures

2022

2022 Annual Report 202

Denitions: Alternative Performance Measures (APMs)

Alternative performance measures or

“APMs”: non-IFRS performance measures used

by Meltwater N.V. (the “Company”) as guidance

parameters for both internal and external reporting

to stakeholders. The Company’s APMs may dier

from similar measurement parameters used in

other companies. APMs should not be viewed as

a substitute for any IFRS nancial measure, but

rather as a compliment.

Customer or client: is a unique account (or multiple

accounts governed by a single agreement) with an

active, paid subscription contract.

Total addressable market or “TAM”: the overall

revenue opportunity available to a product or

portfolio of products and / or services, if 100%

market share was achieved. TAM is not a measure

of actual future revenue, but it helps determine the

level of eort and investment warranted for the

Company product and / or service oering.

Annual recurring revenue or “ARR”: the

Company’s yearly recurring revenue expectation

at a given point in time. It is calculated as the

annualized dollar sum of all contracts that have

an active subscription in that period. ARR is a

forward-looking measure that stakeholders can

use to assess revenue momentum and expectations

over the next 12 months. ARR is reported in USD.

Non-USD denominated contracts are converted

at constant currency exchange rates, which are

updated annually.

Constant currency exchange rates: the

Company presents constant currency information

for ARR to provide a framework for assessing how

the underlying business performed excluding the

eects of foreign exchange rate uctuations. To

present constant currency ARR, current and prior

period ARR for contracts in currencies other than

USD are converted into USD. During 2021 nancial

year the constant rate was average December

2020 exchange rates. In order to normalize ARR

uctuation, going forward the Company will report

ARR in constant currency, using weighted average

exchange rate of the prior year, for the results

being compared to for growth rate calculations

presented.

ARR per customer or client spend: the total ARR

in a given period, divided by total customer count

in that period.

New ARR: ARR from new customers within a given

period.

Recurring revenue: revenue that is expected to

continue in the future from subscription-based

contracts, excluding any non-recurring services

such as single delivery reports.

Organic and inorganic: the pre-existing or

standalone operations and performance of

the Company, excluding recently acquired

business. Inorganic refers to the recently acquired

businesses in 2021, namely: Klear, Linkuence

and Owler. DeepReason.ai is excluded as the

acquisition was closed late in the year and the

numbers are considered immaterial.

Segment or portfolio: refers to a sub-section of

the total customers or total ARR, depending on the

context presented. “Total portfolio” refers to the

sum of all customers or ARR. “Product portfolio”

refers to the suite of products the Company sells.

Portfolio concentration and penetration:

portfolio concentration is the proportionate

amount of ARR represented relative to the total

portfolio. Portfolio penetration measures the

proportionate number of customer relative to the

total portfolio. Both measures are expressed as a

percentage.

Premium customers: customers with ARR >$25.5k

are considered premium customers. “Premium

portfolio” or “premium segment” refers to the

sum of all premium customers. Customers with

ARR of $100k or more are also included in the

“$100k+” category. These customer categories are

used to measure the Company’s ability to move

upmarket: expanding within existing customer base

and attracting the largest organizations as new

business.

Social portfolio or segment: the sum of ARR of

all social product subscriptions. “Social products”

refers to Company products than harness

information and create insights from social media

sources, and are grouped into Social Listening and

Analytics, Social Media Management and Social

Inuencer Marketing. “Core Social products”

are a smaller subset of key social products,

(including Explore, Engage and Klear) that have

been identied as aligning the closest with our

key Social use-case. Measuring the growth of our

2022 Annual Report 203

social portfolio allows us to track the eectiveness

of our strategy and prociency to tap into the

growing market opportunity.

Net retention: the change in ARR from customer

churn oset by increases in value of existing

customer subscriptions between end of period ARR

and beginning of period ARR. Net retention is a

dollar-based measure expressed as a percentage

of total beginning of period ARR. Net retention

measures the long-term value of the Company’s

customer relationships and shows our ability to

retain and expand subscription revenue generated

from existing customers.

Churn: a dollar-based measurement of customers

that have not renewed their subscriptions.

Sales productivity: the amount of sales volume

per headcount, and can be expressed in ARR.

Customer lifetime value to customer

acquisition cost or “LTV: CAC”: a measure

(expressed as a ratio) that compares the value of

a customer over their lifetime to the average cost

of acquiring a new customer. LTV is the average

ARR per customer over the course of their lifetime,

calculated as gross margin multiplied by average

ARR per customer multiplied by the inverse of

customer count churn. CAC is the average cost to

acquire a new customer, calculated as total new

business sales and marketing OpEx divided by the

number of new customers acquired.

CAC payback: a sales eciency metric that

measures how long (in months) it will take to

break even on the money spent to acquire a new

customer. It is calculated as trailing three months

sales and marketing expenses required to acquire

a new customer divided by trailing three months

new business ARR multiplied by gross margin.

One-time expenses: expenses deemed non-

recurring in nature, such as costs associated with

one-time projects or events, legal settlements and

related fees, employee severance, M&A related

expenses, and the like.

Adjusted COGS: cost of goods sold excluding

depreciation, amortization, stock-based

compensation and one-time expenses.

Adjusted gross prot margin: revenue less

adjusted COGS. “Adjusted Gross Prot Margin”:

is dened as adjusted gross prot divided by

revenue, expressed as a percentage. Adjusted

gross prot margin provides stakeholder

consistency and comparability across nancial

periods and between companies, as it eliminates

the eect of non-cash and non-recurring one-time

items which are unrelated to overall operating

performance.

Adjusted OpEx: operating expenses excluding

depreciation, amortization, stock-based

compensation, one-time expenses and charitable

contributions. Adjusted OpEx under IFRS

(APMs) would include right of use (ROU) asset

depreciation established by IFRS 16, since the

Company acknowledges leases as rent expenses.

EBITDA: is the gain or loss for the year before

net interest expense, income tax expense,

depreciation and amortization. EBITDA is a

supplemental measure to understand the overall

prole of cash generation and eciency of the

Company’s operating activities. Additionally, by

excluding taxes, foreign exchange gain or loss

and net interest expenses which cannot always

be controlled by the Company, EBITDA provides

an objective, and unlevered measure of the

Company’s protability.

Adjusted EBITDA: EBITDA adjusted for stock based

compensation, one-time expenses, charitable

contributions, loss on extinguishment of debt, and

foreign exchange gain or loss. Adjusted EBITDA is

a measure that excludes non-recurring one-time

items that are not part of the Company’s ongoing

day-to-day operating activities. By excluding these

items, stakeholders have a better overall picture

of prot generation in the Company’s operating

activities.

Adjusted EBITDA Margin: Adjusted EBITDA as a

percentage of revenue. Adjusted EBITDA Margin is

expressed in percentage and is easily comparable

across nancial periods and between companies.

Adjusted EBITDA under IFRS (APM) does not benet

from the right-of-use (ROU) asset depreciation

established by IFRS 16, since the Company

acknowledges leases as rent expenses. Capitalized

interest on leases is added back to adjusted EBITDA.

Available debt: a contractual available credit

from debt facilities such as a revolving credit

facility.

Interest-bearing debt: the amount drawn down

from the available debt or other loan instruments.

2022 Annual Report 204

Appendices

2022

2022 Annual Report 205

KPIs — Trended

1

Q1

2021

Q2

2021

Q3

2021

Q4

2021

Q1

2022

Q2

2022

Q3

2022

Q4

2022

Premium Client ARR ($m) 169.6 191.8 206.3 219.8 228.3 238.3 246.3 257.1

YoY Growth 18% 30% 34% 36% 35% 24% 19% 17%

YoY Growth (excluding M&A) 18% 20% 23% 25% 24% 24% 19% 17%

TTM Premium Client Net Retention (%) 103% 102% 105% 108% 108% 108% 105% 104%

Average ARR per Premium Client ($k) 54.9 56.6 57.4 57.7 57.6 57.9 57.6 58.2

Premium Client % of total ARR 45% 47% 48% 50% 50% 51% 52% 54%

Premium Clients 3,091 3,389 3,594 3,809 3,961 4,119 4,274 4,419

Social ARR ($m) 122.1 152.0 165.8 177.8 190.0 198.3 204.1 210.8

YoY Growth 26% 51% 54% 56% 56% 30% 23% 19%

YoY Growth (excluding M&A) 26% 31% 34% 36% 36% 30% 23% 19%

Social % of Total 32% 37% 39% 40% 42% 43% 43% 44%

Total ARR ($m) 378.3 411.9 428.7 442.2 452.8 463.5 471.5 478.0

YoY Growth 5% 14% 17% 20% 20% 13% 10% 8%

YoY Growth (excluding M&A) 5% 8% 10% 13% 13% 13% 10% 8%

Average ARR per Client ($k) 14.3 15.1 15.6 16.3 16.6 17.1 17.4 18.0

Average ARR per Client ($k) YoY Growth 12% 15% 16% 17% 16% 13% 11% 11%

TTM Total Net Retention (%) 89% 89% 92% 95% 95% 95% 94% 93%

TTM Net Retention (excluding M&A) 89% 90% 92% 95% 95% 95% 94% 93%

Non-Premium Client ARR ($m) 208.7 220.1 222.3 222.4 224.5 225.2 225.2 221.0

YoY Growth -4% 3% 5% 7% 8% 2% 1% -1%

$100k+ Client ARR ($m) 49.9 59.7 65.4 71.0 72.8 76.6 78.0 83.0

YoY Growth 14% 31% 37% 49% 46% 28% 19% 17%

$100k+ Clients 252 290 315 338 346 367 372 387

$100k+ Clients YoY 40 70 85 104 94 77 57 49

YoY Growth 19% 32% 37% 44% 37% 27% 18% 14%

TTM $100k+ Client Net Retention (%) 108% 107% 108% 118% 120% 118% 113% 111%

Average ARR per $100k+ Client ($k) 198.0 206.0 207.7 210.1 210.3 208.7 209.7 214.4

1. Using Alternative Performance Measures (APMs). Unaudited

According to Company practice and consistent with the industry practice, ARR numbers are reported in constant currency.

Since Q1 2022 the Company is reporting ARR in constant currency using weighted average exchange rates of the prior year twelve months..

2022 Annual Report 206

Headcount Trend

1

Q4 2022 Headcount trends

The company ended December 2022 with 2,325 total headcount. This was a 134 net increase YoY,

but a decrease of 53 from Q3 as the company looked to control expenses given the macroeconomic

uncertainty. S&M added 51 headcount YoY with a 46 net reduction in Q4. The Q4 reductions were mostly

concentrated in low performers and non-quota carrying roles. The YoY increase in S&M hires were

concentrated in roles supporting the larger premium customers and growth reps focused on upselling

existing customers. R&D added 42 headcount YoY with a 3 net decrease in Q4.

The increased headcount were to enhance the product roadmap and to complete the integration of the

acquisition’s product oerings. G&A added 22 headcount YoY with 3 net added in Q4. The increase was

primarily in IT (almost all in low-cost regions), legal and HR to continue to improve the company’s system

and reporting infrastructure. Other headcount, including headcount in COGS increased 19 YoY. These are

primarily headcount in low-cost areas to support the reporting and technical requirements of some

of the Company’s oerings.

ROLE

Q4

2022

Q3

2022

Q2

2022

Q1

2022

Q4

2021

Q3

2021

Q2

2021

TOTAL

YoY

CHANGE

TOTAL

QoQ

CHANGE

S&M 1,391 1,437 1,378 1,355 1,340 1,329 1,311 51 (46)

R&D 407 410 403 383 365 341 317 42 (3)

G&A 200 197 188 178 178 168 164 22 3

Other* 327 334 331 312 308 301 255 19 (7)

Total 2,325 2,378 2,300 2,228 2,191 2,139 2,047 134 (53)

* Other includes headcount accounted for in the cost of goods sold

1. Headcount trends exclude interns.

2022 Annual Report 207

FY22 Balance Sheet breakdown

OTHER INTANGIBLE ASSETS BY CATEGORY

(figures in $ in millions)

31

DECEMBER

2022

31

DECEMBER

2021

Acquired Developed Technology 14.4 18.7

Acquired Customer Relationships 5.3 8.9

Acquired Tradenames 1.4 1.7

Internally Developed Software 44.6 31.4

Total 65.7 60.6

NET DEBT POSITION

(figures in $ in millions)

31

DECEMBER

2022

Debt, non-current (50.0)

Lease liabilities, current (9.9)

Lease liabilities, non-current (13.2)

Cash and cash equivalents 35.1

Net Debt (38.0)

As of 31 December 2022, Meltwater had total assets of $401.8m. Current assets such as cash, receivables,

and other current assets represented $186.8m of this total. Non-current assets represented $215.0m of this

total, and primarily consisted of:

• Goodwill $80.2m

• Other intangible assets $65.7m (the breakdown is summarized in the table above)

• Contract costs $31.2m

• Right-of-use leased assets $19.9m

• Deferred tax assets $7.2m

• Property, plant, and equipment $3.1m

• Other assets $7.7m

As of 31 December 2022, Meltwater had total liabilities of $465.6m, and shareholders’ decit of ($63.8m).

Meltwater net debt balance was ($38.0m) at the end of 31 December 2022.

Interest-bearing debt as of Q4 2022

Interest-bearing debt at quarter-end was $50.0m. The corresponding gure in the fourth quarter of

2021 was $25.0m. The additional interest-bearing debt $25.0m was the draw down in 2022 to fund the

company’s announced stock buyback from the general market.

In 2020 Meltwater secured a $150.0m credit revolver, out of which $100.0m was available to draw down

as of 31 December 2022.

The net debt position as of 31 December 2022 was ($38.0m).

2022 Annual Report 208

FY22 Cash Flows and Debt

The Group’s cash inow from operating activities totaled $33.9 million compared to a cash inow of

$7.1 million for the full year 2021. The increase in operating cash ow YoY was driven by strong operating

results, including execution of cost savings initiatives, and improvement in working capital. Cash outow

from investing activities totaled $26.5 million compared to the cash outow of $63.5 million for the full

year 2021. This was primarily due to the acquisitions completed in 2021. The Group’s cash outow from

nancing activities totaled $14.6 million compared to the cash inow of $1.8 million for the full 2021,

the decrease in 2022 is mostly driven by the repurchase of shares in 2022.

Positive cash ow from operating activity

FY 2022 operating cash ow generated was $33.9m, compared to $7.1m in FY 2021. The $26.8m increase

was primarily due to the reduction in prior year cash for stock buybacks and share based compensation,

and improvements in working capital management.

Cash balance at period end

Cash balance as of 31 December 2022 was $35.1m compared to $44.4m as of 31 December 2021.

The overall decrease of $9.2m was primarily driven by continued investment in capitalized product

development of $23.0m, net repurchase of equity shares totaling approximately $4.0m, lease obligations

of $11.4m, $3.0m in acquisition consideration, $1.6m in PP&E, oset by $33.9m in operating cash ow

generated.

In summary, cash generated from operating activities was $33.9m; cash used in investing activities

was ($26.5m) and cash used in nancing activities was ($14.6m).

Available liquidity to fund strategic initiatives

In addition to the total cash available at the period-end, a $100m debt facility was available

on 31 December 2022 from the $150m credit revolver secured in 2020.

CASH FLOWS & INTEREST BEARING DEBT

(figures in $ in millions)

Q4

2022

Q4

2021

2022 2021

Cash ow from operating activities 15.5 3.3 33.9 7. 1

Cash ow from investing activities (5.6) (5.2) (26.5) (63.5)

Cash ow from nancing activities (2.2) (3.5) (14.6) 1.8

Net change in cash 7. 8 (5.4) (7.2) (54.6)

Net cash at period-end 35.1 44.4 35.1 44.4

Interest bearing debt 50.0 25.0 50.0 25.0

Available debt 100.0 125.0 100.0 125.0

2022 Annual Report 209

FY 2022 Income Statement Reconciliation

Reconciliation Adjusted to IFRS Income Statement

(figures in $ in millions)

Q4 2022 Q4 2021 2022 2021

Stock based compensation 0.3 0.8 1.4 1.6

Stock Buyback 0.0 0.0 0.0 0.2

One-time expenses 0.0 0.2 0.6 0.3

Amortization of capitalized software costs 3.7 2.8 10.6 11.2

Amortization of other intangible assets 0.7 1.2 3.5 6.5

Depreciation of PPE 0.0 0.0 0.1 0.1

COGS TOTAL 4.7 5.0 16.3 19.9

Stock based compensation 2.7 14.3 14.6 36.8

Stock Buyback 0.0 0.0 0.0 6.7

One-time expenses 1.6 0.3 3.9 1.9

Amortization of other intangible assets 0.6 0.9 2.4 4.8

Depreciation of PPE 0.2 0.2 0.9 1.0

SM TOTAL 5.1 15.6 21.8 51.2

Stock based compensation 1.0 4.9 7.5 7.9

Stock Buyback 0.0 0.0 0.0 3.7

One-time expenses 4.9 4.5 6.9 10.9

Charitable contributions 0.2 0.3 2.2 2.5

Amortization of capitalized software costs 0.0 1.5 0.0 2.6

Amortization of other intangible assets 0.0 1.1 0.0 2.6

Depreciation of PPE 0.1 0.1 0.6 0.5

GA TOTAL 6.2 12.5 17.2 28.2

Stock based compensation 1.1 5.0 6.8 14.0

Stock Buyback 0.0 0.0 0.0 2.8

One-time expenses 0.3 0.4 1.1 1.4

Amortization of capitalized software costs (0.4) 0.0 0.2 0.0

Depreciation of PPE 0.1 0.0 0.2 0.1

RD TOTAL 1.1 5.4 8.3 18.3

Stock based compensation TOTAL 5.1 25.0 30.3 60.4

Stock Buyback TOTAL 0.0 0.0 0.0 13.4

One-time expenses TOTAL 6.8 5.4 12.5 14.4

Charitable contributions TOTAL 0.2 0.3 2.2 2.5

Depreciation & Amortization TOTAL 4.9 8.0 18.5 26.8

2022 Annual Report 210

FY 2022 Income Statement using APMs: Quarterly Trended

Reconciliation Adjusted to IFRS Income Statement

($ in millions)

Q4 2022 Q3 2022 Q2 2022 Q1 2022

Revenue 110.8 109.0 109.7 109.2

Cost of revenue 25.5 26.4 28.2 27.8

Adjusted Gross prot 85.3 82.6 81.5 81.4

Adjusted Gross prot % 77.0% 75.8% 74.3% 74.5%

Adjusted operating expenses

Sales and marketing 47.9 49.2 49.1 47.4

General and administrative 13.5 13.0 14.2 13.3

Research and development 11.5 11.1 12.6 12.3

Adjusted OpEx 72.9 73.2 76.0 73.0

Adjusted OpEx % 65.8% 67.2% 69.3% 66.9%

Adjusted EBITDA 12.4 9.4 5.5 8.4

Adjusted EBITDA % 11.2% 8.6% 5.0% 7.7%

Add Back

Stock based compensation (run rate) 5.0 5.5 6.8 4.0

Stock based compensation (one-time) 0.0 0.0 0.0 8.9

One-time expenses 6.8 4.8 (0.5) 1.3

Charitable contribution 0.2 0.5 0.6 1.0

Foreign exchange loss/(gain) 5.3 (6.0) (7.5) (0.0)

Other loss/(prot), net (5.0) (1.7) 0.2 (0.3)

Add Back Totals 12.5 3.1 (0.4) 14.9

EBITDA (0.0) 6.2 5.9 (6.5)

EBITDA % 0.0% 5.7% 5.4% -6.0%

Depreciation and amortization 4.9 4.5 4.1 5.0

EBIT (5.0) 1.8 1.8 (11.5)

EBIT % -4.5% 1.6% 1.6% -10.6%

Net Interest Expense 1.5 1.1 1.0 0.9

Provision for income taxes 3.2 1.7 1.0 1.8

Net Inc/(loss) (9.7) (1.1) (0.2) (14.2)

Net Inc/(loss) % -8.8% -1.0% -0.2% -13.0%

2022 Annual Report 211

Income statement

Q4 revenue of $110.8m, up 4% year-over-year (YoY). On a constant currency basis, Q4 revenue would

have been $7.1m higher than the actual at $117.9m, up $11.6m and 11% YoY. FY 2022 revenue of $438.7m,

up 9% YoY. On a constant currency basis, FY 2022 revenue would have been $23.6m higher than the

actual at $462.2m, up $60.6m and 15% YoY.

Q4 total OpEx was $72.9m, compared to $72.6m in Q4 2021, primarily due to an increase in S&M of $3.9m,

oset by a decrease in G&A of $3.5m and a decrease in R&D of $0.1m.

Adjusted EBITDA in Q4 was $12.4m or 11.2% margin compared to 6.0% in Q4 2021. The primary driver was

improved gross margin from 74% to 77% YoY. The Company benetted from lower hosting and content

costs in the quarter. In addition, operational savings were recognized as a result of the cost initiatives.

Facilities, travel & entertainment, lower than planned headcount, and expenses such as marketing,

recruitment costs and outside services were all part of the cost savings realized in Q4. Full year 2022

Adjusted EBITDA margin was 8.1%.

Q4 2022 one-time expenses were $6.8m, out of which $2.5m were related to the strategic review process,

$1.7m related to enhanced internal controls, $1.2m consulting costs for CRM implementation, $0.7m in

miscellaneous one-time expenses, which include litigation and IFRS reporting costs, $0.4m credit card

charges reclassed for IFRS disclosure requirements from other expense/income to sales & marketing,

and $0.3m tax restructuring.

FY 2022 one-time expenses were $12.5m, compared to $14.4m in FY 2021.

Balance sheet

As of 31 December 2022, Meltwater had total assets of $401.8m. Current assets such as cash, receivables,

and other current assets represented $186.8m of this total. Non-current assets represented $215.0m. As

of 31 December 2022, Meltwater had total liabilities of $465.6m, and shareholders’ decit of ($63.8m).

Meltwater net debt balance was ($38.0m) at the end of 31 December 2022. In 2020 Meltwater secured

a $150.0m credit revolver, out of which $100.0m was available to draw down as of 31 December 2022.

Statement of cash ows

Q4 2022 cash ow from operations was $15.5m, compared to $3.3m in Q4 2021. The $12.2m increase was

primarily related to a $12.4m improvement in working capital including FX changes, with the remaining

dierence from strong operating results due to cost savings initiatives.

FY 2022 operating cash ow generated was $33.9m, compared to $7.1m in FY 2021. The $26.8m increase

was primarily due to the reduction in prior year cash for stock buybacks and share based compensation,

and improvements in working capital management.

2022 Annual Report 212

Cost of sales

Q4 Cost of sales decreased YoY by $1.9m and 7%. The change in cost of sales was primarily driven

by $1.6m of decreased hosting and content costs and $0.3m decreases in software licenses and

subscriptions. Cost of sales as a % of revenue decreased by 3% from 26% to 23%, respectively.

For the 12-months ended December 2022, Cost of sales increased YoY by $8.0m and 8%. Increases in

cost of sales were primarily driven by $2.4m increased hosting, $1.2m content costs, $3.6m due to salaries

and benets associated with increased employee headcount, $1.0m increases in professional services

costs and $0.3m miscellaneous expenditure, oset by a $0.5m decrease in software subscriptions and

licensees. Overall Cost of sales as a % of revenue remained at at 25% in each period, respectively.

Gross prot performance

Q4 gross prot increased YoY by $6.3m and 8%. The increase is due to the $4.5m (4%) YoY growth in Q4

revenue and $1.9m (7%) in decreased Cost of sales. Overall gross prot as a % of revenue increased YoY

by 270 basis points. This improvement is due to decreased content costs, a decrease in hosting costs due

to an improved arrangement with the hosting services provider, and reduced facility and other costs.

INCOME STATEMENT

(figures in $ in millions)

Q4

2022

Q4

2021

2022 2021

Revenue 110.8 106.3 438.7 401.6

YoY growth 4% 15% 9% 12%

Adjusted COGS 25.5 27.3 107.9 99.9

% of revenue 23% 26% 25% 25%

Adjusted gross prot 85.3 79.0 330.8 301.8

Adjusted gross margin 77% 74% 75% 75%

Adjusted operating expenses

S&M 47.9 44.1 193.7 170.0

% of revenue 43% 41% 44% 42%

G&A 13.5 17.0 54.0 52.4

% of revenue 12% 16% 12% 13%

R&D 11.5 11.5 47.5 40.0

% of revenue 10% 11% 11% 10%

Adjusted OpEx 72.9 72.6 295.1 262.4

Adjusted EBITDA 12.4 6.4 35.7 39.4

Adjusted EBITDA margin

11.2% 6.0% 8.1% 9.8%

2022 Annual Report 213

For the 12-months ended December 2022, gross prot increased YoY by $29.0m and 10%. The increase

is due to the $37.0m (9%) YoY growth in revenue, net $8.0m (8%) increase in Cost of sales. Overall gross

prot as a % of revenue improved by 30 basis points year over year primarily due to a 90 basis points

decrease in content and hosting costs.

Operating expenses performance

Q4 total OpEx is increased by $0.3m YoY, primarily due to an increase in S&M of $3.8m oset by a

decrease in G&A of $3.5m and a decrease in R&D of $0.1m. Of the total OpEx YoY, $9.2m is due to

increased employee salaries and related benets associated with increased employee headcount oset

by $3.9m decrease in professional services costs, $0.9m in decreased travel related costs, $1.7m increase

in SW capitalization, $0.9m in decreased recruitment expense, $0.6m in decreased software licenses &

subscriptions and other fees, $0.5m in decreased facilities costs, and $0.4m in decreased other expenses.

For the 12-months ended December 2022, total OpEx increased YoY by $32.7m and 12%. The increase is

due to an increase in S&M of $23.6m, increase in G&A of $1.6m, and increase in R&D of $7.4m. Of the total

increase in OpEx, $29.7m relates to increased employee salaries and benets associated with increased

employee headcount, $5.5m in software licenses subscriptions and other fees, $3.6m in increased

travel costs, $3.2m in increased professional services costs, $1.4m increased marketing and advertising

expenses, and $0.3m of other miscellaneous expenses, oset by $10.6m increase in SW capitalization,

and decreased facilities costs of $0.4m.

Sales & marketing

Q4 S&M costs increased YoY by $3.8m and 9%. Overall S&M costs as a % of revenue increased by 2%

from 41% to 43%, respectively. The increased S&M costs are primarily attributable to $5.9m increased

salaries and related employee benets due to growth in employee headcount and $0.1m increase

in software licenses and subscriptions, oset by $0.8m in decreased travel related costs, $0.5m in

decreased professional services costs, $0.3m in decreased recruitment expense, $0.3m in decreased

facilities costs and $0.3m in decreased miscellaneous expenses.

For the 12-months ended December 2022, S&M costs increased YoY by $23.6m and 14%. Overall S&M costs

as a % of revenue increased by 2% from 42% to 44%, respectively. The increased S&M costs are primarily

attributable to $17.6m increased salaries and related employee benets due to growth in employee

headcount, $2.5m in travel related costs, $2.3m in professional services, $1.4m in marketing & advertising

expenses, $0.6m in software licenses subscriptions and $0.2m of other miscellaneous expenses, oset by

$0.6m decrease in facilities costs and $0.4m decrease in recruitment expense.

General & administrative

Q4 G&A decreased YoY by $3.5m and 21%. Overall G&A costs as a % of revenue decreased by 4%

from 16% to 12%, respectively. The decreased G&A costs are primarily driven by $3.4m in decreased

professional services costs, $0.4m decreased software licenses and subscriptions, $0.3m in decreased

recruitment expense and $0.2m decreased facilities costs, oset by $0.5m of increased employee salaries

and related benets and $0.3m increased other miscellaneous expenses.

For the 12-months ended December 2022, G&A costs increased YoY by $1.6m and 3%. Overall G&A costs

as a % of revenue decreased by 1% from 13% to 12%, respectively. The increased G&A costs are primarily

driven by $1.3m in increased salaries and related employee benets, $0.8m in travel costs, $0.5m in

facilities costs, $0.3m in recruitment expense and $0.3m in insurance costs, oset by $1.1m in decreased

professional services costs, and $0.5m in decreased software licenses and subscriptions.

2022 Annual Report 214

Research & development

Q4 R&D costs decreased YoY by $0.1m and 1%. Overall R&D costs as a % of revenue decreased by 1%

from 11% to 10%, respectively. The decreased R&D costs are primarily attributable to $1.7m increase

in R&D capitalization, $0.4m of decreased software licenses and subscriptions, $0.3m of decreased

recruitment fees, $0.2m of decreased training costs, and $0.3m of decreased other expenses, oset by

increased employee salaries and benets of $2.8m.

For the 12-months ended December 2022, R&D costs increased YoY by $7.4m and 19%. Overall R&D costs

as a % of revenue increased by 1% from 10% to 11%, due to enhanced focus on product development. The

increased R&D costs are primarily attributable to a $10.8m of increased employee salaries and benets,

$5.4m of increased software licenses and subscriptions, $2.0m of increased professional services costs to

support software upgrades, investments in cyber security, and recruitment costs, and $0.2m in increased

travel related costs, oset by $10.6m increase in R&D capitalization. (Labor $6.5m and Software License

$4.1m), and $0.3m decrease in facilities costs.

2022 Annual Report 215

FY 2022 Adj EBITDA Reconciliation to Cash

(figures in $ in millions)

Q4 2022 Q4 2021 2022 2021

Prot before tax 110.8 109.0 109.7 109.2

Net Interest Expense 25.5 26.4 28.2 27.8

Depreciation and amortization 85.3 82.6 81.5 81.4

EBITDA 77.0% 75.8% 74.3% 74.5%

Stock based compensation 47.9 49.2 49.1 47.4

One-time expenses 13.5 13.0 14.2 13.3

Charitable contribution 47.9 49.2 49.1 47.4

Foreign exchange gain 13.5 13.0 14.2 13.3

Other loss/ (prot), net 11.5 11.1 12.6 12.3

Adjusted EBITDA 72.9 73.2 76.0 73.0

Prot before tax 110.8 109.0 109.7 109.2

Net Interest Paid 12.4 9.4 5.5 8.4

Depreciation and amortization 11.2% 8.6% 5.0% 7.7%

Impairment of capitalized software costs 12.4 9.4 5.5 8.4

Amort of ROU 11.2% 8.6% 5.0% 7.7%

Remeasurement of contingent consideration 5.0 5.5 6.8 4.0

Stock based compensation 0.0 0.0 0.0 8.9

Share-based compensation expense relating to

post combination services

6.8 4.8 (0.5) 1.3

Foreign exchange gain 0.2 0.5 0.6 1.0

Tax (paid)/received 5.3 (6.0) (7.5) (0.0)

Amortization of debt discount and nancing cost (5.0) (1.7) 0.2 (0.3)

Delta in working capital 12.5 3.1 (0.4) 14.9

Operating Cash Flow (0.0) 6.2 5.9 (6.5)

Adjusted EBITDA (0.0) 6.2 5.9 (6.5)

One-time expenses 12.4 9.4 5.5 8.4

Charitable contribution 11.2% 8.6% 5.0% 7.7%

Net Interest expense 12.4 9.4 5.5 8.4

Remeasurement of contingent consideration 11.2% 8.6% 5.0% 7.7%

Other prot/(loss) not in OCF 5.0 5.5 6.8 4.0

Tax (paid)/received 0.0 0.0 0.0 8.9

Amortization of debt discount and nancing cost 6.8 4.8 (0.5) 1.3

Share-based compensation expense relating to

post combination services

0.2 0.5 0.6 1.0

Stock buyback 5.3 (6.0) (7.5) (0.0)

Delta in Int accrued vs paid (5.0) (1.7) 0.2 (0.3)

Amort of ROU asset 12.5 3.1 (0.4) 14.9

Delta in cash vs accrual for FX 12.4 9.4 5.5 8.4

Delta in WC 11.2% 8.6% 5.0% 7.7%

Operating Cash Flow (0.0) 6.2 5.9 (6.5)

2022 Annual Report 216

Depreciation and Amortization Details

Capitalized and amortized sales expenses

Under IFRS 15 the Company capitalizes the incremental costs of obtaining a revenue contract.

The capitalized amounts consist primarily of sales commissions and fringe benet costs associated with

direct sales force. Costs capitalized related to new revenue contracts are amortized on a straight-line

basis over 4 years, and reects the average period of benet, including expected contract renewals.

Additionally, the Company amortizes capitalized costs for renewal over the renewal period.

As of 31 December 2022, the deferred contract costs was $63.9m (current $32.7m and non-current

$31.2m). In the year ended 31 December 2022, the Company capitalized $50.4m of incremental contract

costs and recorded amortization of $42.3m related to amounts capitalized in the current and prior years.

IFRS 16 Right-of-Use (ROU)

The Company recognizes a right-of-use asset and a lease liability at the commencement date of each

lease. The ROU asset is initially measured at cost less any lease incentives received. The ROU asset is

subsequently depreciated using the straight-line method from the commencement date to the earlier

of the end of the useful life of the ROU asset or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted at the incremental borrowing rate (IBR). The Company determined the

lease term of each lease as the non-cancellable period of a lease, together with periods covered by an

option to extend and terminate the lease if the lessee is reasonably certain to exercise those options.

As of 31 December 2022, the ROU asset and lease liability balances were $19.9m and $23.1m, respectively.

During the year ended 31 December 2022 the ROU assets depreciation expense was $11.3m. For the

purpose of Alternative Performance Measures (APMs) and subsequent reporting IFRS 16 ROU assets

depreciation expense is included in OpEx since the Company recognizes this as rent expense.

DEPRECIATION & AMORTIZATION

(figures in $ in millions)

Q4

2022

Q3

2022

Q2

2022

Q1

2022

Q4

2021

Amortization Sales Expenses 10.7 10.4 10.7 10.5 9.9

Depreciation Right-of-Use 2.4 2.4 3.1 3.4 4.5

Amortization Software 3.3 2.8 2.6 2.2 4.3

Amortization Acquired Intangible 1.2 1.2 1.1 2.4 3.2

Depreciation PPE 0.4 0.4 0.5 0.5 0.4

Subtotal 4.9 4.4 4.2 5.0 8.0

Total 18.0 17.2 18.0 18.9 22.4

2022 Annual Report 217

Stock based compensation

Long Term Incentive Plan (LTIP 2022)

During the year ended 31 December 2022 the Company issued RSUs of 14,763,114 as per the terms of LTIP

2022 and recorded stock based compensation expenses of $7.8m in the year ended 31 December 2022.

These RSUs have four year vesting schedules.

RSU ACTIVITY UNDER LTIP 2022

NUMBER OF RSUs

OUTSTANDING

(number)

WEIGHTED

AVERAGE FAIR

VALUE PRICE

(amount in $)

WEIGHTED AVERAGE

REMAINING

CONTRACTUAL TERM

(in years)

Balances as of 31 December 2021

Granted 14,763,114 1.57

Vested -14,337 0.89

Forfeited or cancelled -1,170,831 1.82

Balances as of 31 December 2022 13,577,946 1.55 6.90

RSU ACTIVITY UNDER EIP 2011

NUMBER OF RSUs

OUTSTANDING

(number)

WEIGHTED

AVERAGE FAIR

VALUE PRICE

(amount in $)

WEIGHTED AVERAGE

REMAINING

CONTRACTUAL TERM

(in years)

Balances as of 31 December 2021

5,585,707 5.32 0.64

Granted 3,410,708 1.91

Vested -5,613,098 4.87

Forfeited or cancelled -190,527 3.05

Balances as of 31 December 2022 3,192,790 2.61 7.95

STOCK OPTIONS ACTIVITY UNDER EIP 2011

NUMBER OF

STOCK OPTIONS

OUTSTANDING

(number)

WEIGHTED

AVERAGE

EXERCISE PRICE

(amount in $)

WEIGHTED AVERAGE

REMAINING

CONTRACTUAL TERM

(in years)

Balances as of 31 December 2021

32,617,535 2.13 6.36

Granted 1,477,000 2.08

Exercised -684,845 1.14

Forfeited or cancelled -4,253,199 2.51

Balances as of 31 December 2022 29,156,491 2.16 5.68

Options exercisable as of 31 December 2022 24,223,176 1.78 5.12

2022 Annual Report 218

Stock based compensation expenses

In the year ended 31 December 2022 stock-based compensation as non-cash expense was $30.3m.

This breaks down to $14.3m RSUs expense and $8.2m stock options expense under the previous 2011 equity

plan, and $7.8m under the new long term incentive plan (LTIP 2022). $22.1m RSUs expense includes $8.4m

one-time expense related to RSUs modication. In Q4 2022 Stock Based Compensation expenses run rate

was $5.0m, while one-time expenses were less than $0.1m.

Stock based compensation - employer payroll taxes

Employer payroll taxes related to shared-based compensation are treated as a cash-settled transaction,

which requires a liability to be recognized over the vesting period payroll taxes payable in respect of

options to be exercised. The expense should be allocated over the period from the grant date to the end of

the vesting period and the liability should be adjusted to the current market value of the shares. As a result

of the stock performance and market value of shares, the income statement benet / credit was $5.7m in

the year ended 31 December 2022 ($4.3m in Q1 2022, $2.8m in Q2 2022, ($0.2m) in Q3 2022 and ($1.2m)

in Q4 2022) compared to $1.8m in the year ended 31 December 2021.

STOCK BASED COMPENSATION EXPENSES (non-cash) FY 2022 (in $)

RSUs modication (one-time expenses) 8,381,019

Option modication (one-time expenses) 557,647

Stock options expensed under EIP 2011 (run rate) 7,598,294

RSUs expensed under EIP 2011 (run rate) 5,917,009

RSUs expensed under LTIP 2022 (run rate) 7,824,799

Total 30,278,768

2022 Annual Report 219

Share Capital and Share Purchases

Total number of shares outstanding

As of 31 December 2022, common shares outstanding were 298,397,819.

Outstanding share options and Restricted Stock Units (RSUs)

As of 31 December 2022, outstanding shares options and RSUs were 45,927,227, among which share (stock)

options were 29,156,491 and RSUs were 16,770,736. As of 31 December 2022, the weighted average strike

price of all outstanding stock options was $2.16. The weighted average grant price in FY 2022 on stock

options as of 31 December 2022 was $2.08.

The weighted average fair value was $1.17.

OUTSTANDING SHARES NUMBER OF SHARES OUTSTANDING

Balances as of 31 December 2021

302,558,555

Exercise of vested options 684,845

Issuance in consideration for acquisition 743,491

Released RSUs 5,785,745

Return of common shares -5,925

Balances as of 31 December 2022 298,397,819

2022 Annual Report 220

2022 Annual Report

ir@meltwater.com

meltwater.com

Meltwater N.V.

Singel 250, 1016 AB Amsterdam,

The Netherlands