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GROUP ANNUAL REPORT 2021
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Our mission, our vision, our values
About Kahoot!
The engagement brand
Our brands
Market environment
Facts and gures
Kahoot! at Work
Kahoot! at School
Kahoot! Academy
Kahoot! at Home
Clever
Stakeholder impact
Our timeline and founding story A look at 2021 and to our future
Corporate Governance Report
Board of Directors report
Financial statements consolidated
Financial statements parent company
Auditor’s report
Responsibility statement
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INTRODUCTION
AND OVERVIEW
THE KAHOOT!
JOURNEY
2021 IN
REVIEW
LETTER FROM
THE CEO
SUSTAINABILITY
AND SOCIAL
RESPONSIBILITY
REPORTS AND
STATEMENTS
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GROUP ANNUAL REPORT 2021
TO BUILD THE LEADING
LEARNING PLATFORM
IN THE WORLD
WE ARE PLAYFUL
WE ARE CURIOUS
WE ARE INCLUSIVE
INTRODUCTION AND OVERVIEW
TO MAKE LEARNING
AWESOME
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GROUP ANNUAL REPORT 2021
KAHOOT! IS A GLOBAL LEARNING AND AUDIENCE
ENGAGEMENT PLATFORM COMPANY THAT
AIMS TO EMPOWER EVERYONE, INCLUDING
CHILDREN, STUDENTS, AND EMPLOYEES, TO
UNLOCK THEIR FULL LEARNING POTENTIAL.
4
INTRODUCTION AND OVERVIEW
Kahoot! is on a mission to make learning
awesome! We want to empower everyone,
including children, students, and employees
to unlock their full learning potential.
Our learning platform makes it easy for any
individual or corporation to create, share, and
host learning sessions that drive compelling
engagement. In addition, the Kahoot!
Group includes Clever, the leading US K-12
EdTech learning platform, together with
the learning apps DragonBox, Poio, Drops,
Kahoot! offers free and paid plans, as well
as a massive library of ready-to-use content,
designed for use in the classroom, at work—
whether in-person or virtual—or at home
for social use or self-study. Today, Kahoot!
is used by over 9 million teachers globally,
hundreds of millions of students and families,
and in 97% of Fortune 500 companies.
In the last 12 months, more than 300 million
sessions have been hosted on the Kahoot!
platform with 2 billion non-unique participants
in 200 countries and regions. Kahoot! currently
serves over one million paying users from its
US, the UK, France, Finland, Estonia, Denmark
and Spain. Kahoot! is listed on the Oslo Stock
Exchange under the ticker KAHOT. Let’s play!
GROUP ANNUAL REPORT 2021
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GROUP ANNUAL REPORT 2021
Since 2013, Kahoot! has built a globally recognized brand for learning
and engagement at work, at school and at home. With billions
of participants across more than 200 countries and regions, and
different user segments and learning contexts, the Kahoot! brand
is reaching and touching the lives of many. A 2021 report by brand
consultancy Interbrand echoed this, showing Kahoot!’s Global Brand
Strength as one of three main valuation parameters with long-
established global brands such as YouTube, Nintendo and Sony.
The report cited passionate users, clear direction and innovation
as key attributes that set Kahoot! apart and contribute to its strong
brand value. According to Interbrand’s analysis, “there is a deeper
sense of connection that users feel with Kahoot!” beyond the
they love more than competitors across different segments.”
A steady drumbeat of user-centric innovation was also
highlighted as a standout factor in building Kahoot!’s strong
brand. Surveys conducted for the report showed US and UK
respondents describing Kahoot! as, in some cases, up to 30% more
innovative than the competitor average in each segment.
Continuing to leverage and build on these attributes that resonate with
users will be a key priority for the Kahoot! Group going forward as we
progress on our strategic roadmap, and we believe this leads us to an
exciting future ahead. Interbrand concluded: “The market opportunity for
Kahoot! is huge, with the EdTech market set to grow substantially, along
with hybrid working soon to become the norm. In a highly fragmented
market, Kahoot! is well placed to take advantage of these tailwinds.”
INTRODUCTION AND OVERVIEW
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GROUP ANNUAL REPORT 2021
THE KAHOOT! GROUP CONSISTS
OF THE FOLLOWING BRANDS:
The Kahoot! brand represents the original Kahoot! learning
platform that is synonymous with learning and engagement,
no matter the subject, age, audience or context.
Clever brings schools, teachers, students and education
application developers together in a single sign-on digital
Organizations can connect and engage their work
teams with Actimo and Motimate, our employee
engagement and learning platforms.
Learners of all ages can make language learning natural
with immersive visuals and play through our Drops apps.
The Kahoot! DragonBox series of apps takes math
learning to a new level, while the Kahoot! Poio Read app
empowers children to learn to read through play.
Whiteboard., the online whiteboard, provides powerful learning
tools for educators, teachers and classrooms worldwide.
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INTRODUCTION AND OVERVIEW
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GROUP ANNUAL REPORT 2021
and the accelerated adoption of digital tools continued both
in the educational sector and in employee engagement and
learning. Kahoot! has seen continued adoption and application
realized across its expanding subscriber bases in all segments
and geographies, while also serving 2 billion (non-unique)
participants over the last 12 months alone. However, the competitive
market remains fragmented across our main segments.
In the educational sector, the growth in adoption has shown educators
and learners how much value technology can bring to increase
learning outcomes and engagement. These structural changes have
scale across institutions. Kahoot!, with our leading toolbox of learning
and district buyers look to deploy best-in-class technology – with Clever
simplifying the distribution and deployment in a fragmented market.
Corporations globally are struggling with retaining and attracting
talent, combined with challenges introduced by the remote
or hybrid way of working. This puts a stronger emphasis on the
importance of building company culture, increasing employee’s
engagement levels and upskilling the current workforce. We
expect to see the demand for Kahoot!’s at work products
continue to grow as a result of these underlying megatrends.
INTRODUCTION AND OVERVIEW
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GROUP ANNUAL REPORT 2021
More commercial offerings, and
over 675K paid subscriptions
platform service
Acquisition of Actimo and Drops
200+ employees and contractors
More features and over 1.1M
paid subscriptions
Available in over 11 languages
Acquisition of Whiteboard.,
Motimate and Clever
500+ employees and contractors
New commercial subscription
editions for all segments
Reaching 170K paid subscriptions
Acquisition of Poio and DragonBox
120+ employees and contractors
Launched September 2013
Top 3 tool in US education
Launched rst commerical editions
with 40K paid subscription
75+ employees and contractors
INTRODUCTION AND OVERVIEW
2013-18
2019
2020
2021
Kahoot! was founded in 2012 by Morten
Versvik, Johan Brand, and Jamie Brooker who,
in a joint project with the Norwegian University
of Science and Technology (NTNU), teamed up
with Professor Alf Inge Wang, and were later
joined by entrepreneur Åsmund Furuseth.
Using technology based on Kahoot! co-founder
Morten Versvik’s research for his Master’s thesis
at NTNU, the Kahoot! beta was rolled out at
in September 2013, which marked the arrival of a
new way to ensure attention, create engagement
and provide knowledge in classrooms. Through
2018, Kahoot! was on a fast growth trajectory
with a focus on the U.S. K-12 education market.
versions of Kahoot! for school and corporate
audiences, as well as mobile apps for iOS
and Android. Since then, the Kahoot! Group
has expanded with the acquisition of seven
companies, most recently Clever, one of the most
widely-used digital learning platforms in the
U.S. Kahoot! has become an ultimate learning
destination for all ages, trusted by educators,
professionals and families to bring engagement
to learning, whether in-person or remotely.
The world is rapidly reimagining the future
of work and learning, and Kahoot! is well
positioned and committed to delivering solutions
through continuous innovation and keeping
our users at the heart of everything we do.
Kahoot! began trading on the Oslo Stock
Exchange main list on March 18, 2021, after being
listed on Euronext Growth on October 10, 2019.
2013
2014 2015 2016 2017 2018 2019
1 billion
2 billion
3 billion
4 billion
7 billion
20212020
8
DEVELOPMENT OF
UNIQUE PLAYERS
SINCE LAUNCH
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GROUP ANNUAL REPORT 2021
2021 was a year of achieving milestones, solid
growth and expansion for the Kahoot! Group.
As the world continues to experience pressing
challenges and re-imagine the future of learning
and work, we at Kahoot! have stayed committed
to our mission of making learning awesome for
everyone, worldwide. This mission fuels our work
at Kahoot! every day as we continue to deliver
robust solutions and impactful experiences for all
our users, whether at work, at school or at home.
Adoption of Kahoot! reached new heights in 2021 with
record-level activity and continued strong organic
growth on the core Kahoot! platform. After steady
growth through our 9-year history, we brought 2021
to a close with 7 billion non-unique participants
since launch and 2 billion non-unique participants
in 2021 alone. We have also seen Kahoot!’s presence
increase globally, with 14 languages now supported
making Kahoot! more accessible for learners of
all ages around the world. Kahoot! is now used in
more than 200 countries and regions, with North
America continuing to grow as our largest market,
as well as in European markets such as Germany
and Spain and in APAC, including Japan.
EXPANDING THE KAHOOT! GROUP
AND STRATEGIC INITIATIVES
Throughout 2021, the Kahoot! team continued to
execute on our strategy and ambitious roadmap
towards our vision of building the world’s leading
learning platform. We progressed in building our
globally recognized brand with a viral distribution
model, based on a scalable technology platform.
We have made key progress in strategic initiatives at
Kahoot!, including the commercialization of Kahoot!
Academy—our global knowledge platform, online
community and marketplace—with the launch
of the subscription service Kahoot!+ AccessPass.
emerging global digital marketplace on Kahoot!,
which will enable learning content creators to join the
growing creator economy and share their knowledge
with learners around the world. Made possible by
the singular viral growth and scale of the Kahoot!
brand and platform, these developments serve to
strategically position Kahoot! to reach a captive
and vast global market of educators and learners.
Over the course of the year, we further strengthened
our offerings in our work, school and home
segments by acquiring three companies –
employee engagement and learning platform
Motimate, online whiteboard and learning tool
Whiteboard., and our largest acquisition to date:
Clever, a single-sign-on education network and
a leading U.S. K-12 EdTech learning platform.
for the Kahoot! Group. Together, Kahoot! and Clever
will provide improved digital learning solutions and
offerings for educators, students, parents, schools and
districts globally, helping learners unleash their full
learning potential. By joining forces with Clever, we are
continuing to add value to Kahoot!’s already strong
presence in the U.S. education sector and similarly
LETTER FROM THE CEO
GROUP ANNUAL REPORT 2021
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GROUP ANNUAL REPORT 2021
LETTER FROM THE CEO
will provide the opportunity to extend Clever’s platform
across Kahoot!’s existing global reach in the years to come.
Our continuous focus on realizing synergies across
the Group’s diverse portfolio has yielded solid results
in a year where we further expanded our audience
engagement offerings for all customer groups, launching
a host of new innovative features and products.
A FORCE FOR GOOD
Throughout the Kahoot! Group, we maintain a culture that is
passionate about making learning more accessible, equitable
and inclusive for all. The global challenges of 2021 made this
goal more important than ever, and we were already set up
to support and empower both educators and learners of
all ages. As the Omicron variant led to worldwide teacher
shortages, we launched the Kahoot! EDU Support Program,
designed to help teachers and school administrators
keep their students connected and engaged in learning
in the classroom or remotely by offering free 60-day site
licenses for all staff members in any school or district.
Additionally, we introduced a number of new features
to enable more inclusive learning, including our
Read Aloud feature to assist younger learners not
and provide a friendly and stress-free experience for
learners with reading and visual impairments. We also
added support for multiple new languages, making
it easier for learners around the world to navigate the
In the workplace, as many employees returned to the
served to help employees reconnect, build teamwork
and strengthen company culture, as well as creating
experiences where remote team members could feel
included, engaged and heard, no matter their location.
The pandemic-era employee exodus known as the “Great
Resignation” has led to a rising focus on retaining and
attracting talent in companies globally, in addition to a
growing interest in upskilling among professionals. With
Kahoot! at Work, Actimo and Motimate, we are offering both
businesses and professionals dynamic solutions to keep
teams connected, energized and engaged, and to create
company cultures of learning that support employees from
onboarding to career advancement and lifelong learning.
Read our Stakeholder Impact Report to learn more
about how Kahoot! is working to make a positive
difference for learners of all ages globally.
ONWARDS TO AWESOME
LEARNING IN 2022
brought us, I’m proud of what we have achieved together,
as a team with focus and ambition to put magic learning
every day by the passion of our K!rew members to support
educators and learners of all ages in everything we do.
Looking toward the year ahead, I’m excited to continue
collaborating with our team members across the
Kahoot! Group, as well as partners and stakeholders,
to equip our users with the solutions they need to
bring their boundless creativity and enthusiasm
for learning to life. On this road to making learning
awesome, we believe we are just getting started.
Sincerely,
EILERT GIERTSEN HANOA
CEO
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GROUP ANNUAL REPORT 2021
2021 IN REVIEW
9M+
ACTIVE EDUCATORS
ON THE KAHOOT!
PLATFORM IN 2021
500+
K!REW MEMBERS
AND CONTRACTORS
ACROSS THE GLOBE
45+
NATIONALITIES
ACROSS THE TEAM
$107M
INVOICED REVENUE FOR
2021, GROWING 137% YOY
30M+
ACTIVE ACCOUNTS
IN 2021
200+
COUNTRIES AND
REGIONS THAT HAVE
USED KAHOOT!
OFFERINGS
2B
PARTICIPANTS IN 2021
AND 7B SINCE 2013
100M+
KAHOOTS
1.1M+
PAID SUBSCRIPTIONS
300M+
SESSIONS HOSTED ON
KAHOOT! IN 2021
HQ
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GROUP ANNUAL REPORT 2021
2021 IN REVIEW
ANYTIME, ANYWHERE
Used in 97% of Fortune 500
companies, Kahoot! occupies a
bespoke space at the intersection of
employee engagement, corporate
learning, training and culture building.
some of its largest commercial
deals to date, while continuing
to expand and enrich its offering
with the ongoing integration of
mobile learning app, Motimate, and
employee engagement app, Actimo.
Kahoot!’s bespoke enterprise offering,
Kahoot! 360 Spirit, saw the effect of
its enhanced offerings, including the
newly launched Kahoot! Courses
uptake in subscriptions, reaching
490,000 subscriptions in Q4 2021.
In 2021, we also introduced the
Kahoot! Zoom App and integrated
with Hopin to bring even more
engagement and learning to virtual
meetings and events. Professionals
gathered to learn about employee
engagement and the future of
internal communication at our virtual
WorkMeetup events. Additionally,
we shared insights into the current
state of company culture in our
Workplace Culture Report, which
showed how essential connection
and engagement is to maintaining
a happy and productive team.
The Kahoot! at Work business area
stands optimally positioned to
respond to multiple workplace
scenarios we have seen evolve thanks
to a diverse portfolio of solutions and
plans that deliver the elements to
support thriving corporate cultures
now, and in the future of work.
See kahoot.com/business
for customer references
97%
OF THE FORTUNE 500
ARE USING KAHOOT!
490K
PAID USERS IN THE
WORK SEGMENT
With Kahoot!, we now have exciting
new communications possibilities.
CARMEN SALCIDO
PROJECT LEADER AT COPPEL
My team has been using Kahoot! for years –
even before I joined. Kahoot! is a key part of
our toolbox, and it works really well for our
audience as they’re young and love Kahoot!
ALESSANDRO FERRARIO
CANDIDATE ENGAGEMENT SPECIALIST
AT THE ADECCO GROUP
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GROUP ANNUAL REPORT 2021
2021 IN REVIEW
ENGAGING STUDENTS OF ALL AGES
IN THE CLASSROOM AND BEYOND
Educators across the world make
learning awesome with Kahoot!
by tapping into the vast, inherent
potential for playful education
experiences to unlock every student’s
learning potential. During a period
of disruption and uncertainty due to
the Omicron variant for educators
and students globally, Kahoot!
further evolved its offerings to more
than 9 million teachers (LTM),
hundreds of millions of students and
thousands of schools, campuses,
universities and districts, reaching
365,000 subscriptions in Q4 2021 .
Kahoot!’s EDU offering was enriched
with features such as Team mode—
designed to increase collaboration,
and particularly relevant during
forced hybrid and remote learning
circumstances—and the launch of
Math Labs by DragonBox, which
were well received by educators
and students worldwide.
We were also thrilled to connect
with over 30,000 educators at the
second annual Kahoot! EDU Summit
in June, as well as the Kahoot!
EDU Meetups in spring and fall,
to support them with resources,
knowledge and inspiration.
Last year, we welcomed
Whiteboard. to the Kahoot!
family of learning platforms, and
introduced a variety of highly-
anticipated features, including the
single screen option, the read aloud
feature and Courses for educators.
We also unveiled the much-
requested integration with Microsoft
PowerPoint and collaborated with
Google Search to bring Kahoot!
math practice problems right to
the Google Search results page.
See kahoot.com/schools
for customer references
9M
ACTIVE TEACHERS
ON THE PLATFORM
10K+
EDUCATIONAL INSTITUTIONS
KAHOOT! TEACHER LICENSES
...even as a university lecturer, I myself felt
motivated by the competition. I thought, I
want my students to get that experience.
DR. FATMA ALZAHRAA A. ELKHAMISY
LECTURER OF PATHOLOGY AT HELWAN
UNIVERSITY, FACULTY OF MEDICINE, EGYPT
Kahoot! has always been much more than an
assessment and review tool for me. I’ve been
actively using it to teach, and it’s been extremely
helpful when my entire class has been fully remote.
JENNIFER VAN BLAIR
5TH GRADE TEACHER IN CALIFORNIA, USA
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2021 IN REVIEW
CONNECTING MILLIONS AND ENABLING
ONE OF THE LARGEST GLOBAL CREATOR
COMMUNITIES IN LEARNING
Kahoot! Academy is a global knowledge
platform, online community and
marketplace which enables anyone
to access premium learning content
and high-quality learning resources
publishers and content creators.
Each month, more than 40 million non-
unique participants globally engage
with ready-to-use learning content from
trusted content creators and partners
such as Disney, NASA, Minecraft, Microsoft
collections and courses for business
users, such as the popular anger
management course from Angry Birds.
Kahoot! Academy’s commercialization
with the launch of the subscription
service Kahoot!+ AccessPass. This
on Kahoot!’s global digital marketplace,
can monetize premium content. By
enabling a marketplace, Kahoot!’s
platform opens itself to be harnessed
by the burgeoning global creator
community to promote, sell and monetize
their quality content and expertise.
After a year of social distancing made
connection and community more
important than ever, we launched Kahoot!
Academy Connect, enabling educators
and publishers to join and create learning
communities of their own, as well as
providing parents and learners globally
with easier access to learning content
from the educators and brands they love.
Made possible by the singular viral
growth and scale of the Kahoot! brand
and platform, these developments serve
to strategically position Kahoot! to reach
a captive and vast global market of
educators, professionals and learners.
40M+
PARTICIPANTS MONTHLY
270M+
OF KAHOOTS BY VERIFIED
EDUCATORS
Kahoot! Academy gives us the opportunity to
create content that is fun and entertaining while
keeping kids thinking and asking questions.
KATY FENN
DIRECTOR, WILD CLASSROOM AT WORLD WILDLIFE
FUND, A KAHOOT! ACADEMY PARTNER
Explicit teaching of SEL skills is core to
student success, as is making learning
fun! Kahoot! helps us do both.
ELAD GRAIVER
PRINCIPAL PRODUCT MANAGER AT MICROSOFT
EDUCATION, A KAHOOT! ACADEMY PARTNER
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GROUP ANNUAL REPORT 2021
2021 IN REVIEW
BRINGING FAMILIES AND FRIENDS
TOGETHER FOR LEARNING FUN
Spearheaded by the Kahoot!+ offering
and encompassing award-winning
Kahoot! apps by DragonBox, Poio
and Drops, Kahoot!’s ad-free platform
and apps enable families, students
and children to connect and learn
in an engaging way at home, either
through self-study or family fun.
In the last 12 months, more than 10
million families and social users have
played over 100 million kahoots, and
Kahoot! at Home & Study reached
255,000 paid subscriptions in Q4 2021.
segment’s commercialization progress
marked by the launches of the Kahoot!+
premium subscription plans, Kahoot!+
Study and Kahoot! Kids. The Kahoot!+
offering gives families a new way to
engage kids with studying at home,
unleash learning during family time
and connect with friends and loved
ones whether in-person or virtually.
We also renewed our commitment
to supporting learners of all ages
with two new tailored offerings.
Kahoot!+ Study seeks to make study
more fun, impactful and effective for
higher education students, leveraging
Kahoot!’s position as a trusted learning
tool for hundreds of millions of
participating students. Additionally,
Kahoot! Kids, a safe and exploratory
experience for young learners within
the Kahoot! app, expands Kahoot!’s
demographic relevance with a
bespoke, pedagogically robust product
to engage a family audience.
Users have also been able to be
more creative than ever with their
learning sessions through our
integration with GIPHY, and now
with Kahoot! supporting Apple’s
SharePlay in FaceTime, it’s even
easier for families and friends to
play together from anywhere.
10M+
ARE USING KAHOOT!
AT HOME
100M+
GAMES PLAYED
BY FAMILIES
Even when I was studying on my own time,
I wanted to see how many points I could get
and how long I could keep a streak going.
ZOË GREBLUNAS
STUDENT FROM NEW JERSEY, USA
To quote as my daughter said, ‘I love kahoot
because it gives me some entertainment,
knowledge and fun time with my friends.’
SANDHYA
PARENT FROM SANTA CLARITA, CA
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GROUP ANNUAL REPORT 2021
2021 IN REVIEW
UNLOCKING NEW WAYS TO LEARN
FOR ALL STUDENTS WITH CLEVER
Born of the desire to save valuable
time in the classroom and
afford more space for innovative
teaching and learning, Clever is a
single sign-on portal for teachers
and students, and one of the
most widely used digital learning
platforms by the U.S. K-12 schools.
half of the 21-22 school year, with
over 60% of all U.S. K-12 schools
using the single sign-on platform,
featuring more than 740 app
partners, whereof approximately
450 are paying. The ongoing
focus for Clever remains to lay
a robust foundation for growth
and commercial added-value
for its vast network, including
the launch of the click-to-buy
App Store and international
expansion in 2022.
As educators and students
across the U.S. returned to the
classroom, Clever helped to
make this transition as smooth
as possible, with 1.4 million
monthly active teachers and
22 million monthly active
students using Clever. More
than 765,000 free and freemium
applications were downloaded
by teachers in the Clever library.
Clever and Kahoot! continue
to extract synergies and
explore opportunities, with
Kahoot! seeking to expand its
considerable footprint across
K-12 schools in the U.S.. Similarly,
efforts will continue to realize
the vast potential for Clever
to leverage Kahoot!’s global
viral footprint to deliver its
platform to educators globally.
22M+
MONTHLY ACTIVE
STUDENTS
96
OF THE TOP 100 DISTRICTS
IN THE U.S. USE CLEVER
Clever really is this magical place
where students can go and everything
they need is just one click away.
DOUG LAING
GLENDALE UNIFIED SCHOOL DISTRICT
GLENDALE, CA
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GROUP ANNUAL REPORT 2021
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GROUP ANNUAL REPORT 2021
SUSTAINABILITY AND SOCIAL RESPONSIBILITY
WE BELIEVE ENGAGING LEARNING IS THE KEY TO
DEVELOPMENT AND EMPOWERMENT AT SCHOOL,
AT HOME AND AT WORK. KAHOOT!’S FOCUS AS
A COMPANY IS TO OPERATE IN A SUSTAINABLE
WAY, IN ALIGNMENT WITH THE UNITED NATIONS
SUSTAINABLE DEVELOPMENT GOALS.
Kahoot!’s mission to make learning awesome is an
electric current that runs through our organization,
our products and our employees. The awareness of
our role in empowering education globally across
all learning demographics is in our DNA. As such,
the Kahoot! Group remains abundantly aware of
the responsibilities we bear in contributing to the
global education of millions in schools, homes, and
workplaces. This is evidenced by our commitment
to advancing in particular Sustainable
Development Goal 4 through the growing
accessibility of our platform, innovating impactful
new solutions, and tangibly supporting educators
wherever we can have the greatest impact.
Learn more about how Kahoot! is taking
action to support brighter futures for all by
reading our Stakeholder Impact Report.
The Stakeholder Impact Report refers to the
report. The contents of the report complies with
the Norwegian Accounting Act section 3-3c
and reporting on the Ten Principles of the UN
Global Compact (“UNGC”). The report represents
CoP”)
to the UN Global Compact, where Kahoot!
Additionally included in the Stakeholder
Impact Report is our published work on
gender pay gap analysis, in accordance with
reporting requirements that came into force
as of 1 January 2020, as part of the Norwegian
Equality and Anti-Discrimination Act.
To ensure inclusive and equitable
quality education and promote lifelong
learning opportunities for all by 2030
SUSTAINABLE DEVELOPMENT GOAL 4
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GROUP ANNUAL REPORT 2021
INTRODUCTION
Kahoot! ASA (“Kahoot!” or the “Company”, and together with its
direct and indirect subsidiaries, the “Group”) is a public limited
liability company established under Norwegian law. Kahoot!
where the Group conducts business. Kahoot! was admitted to
trading on Oslo Stock Exchange on 18 March 2021. As an issuer
of shares, Kahoot! complies with and operates in accordance
with rules governing the Norwegian stock exchange, including
the at any time applicable rules on Continuing Obligations of
Listed Companies as approved by Oslo Børs ASA, with reference
to the Norwegian Code of Practice for Corporate Governance
(the “Code”) in its latest edition of 14 October 2021, issued by
the Norwegian Corporate Governance Board. The Code is
available at http://www.nues.no/. This corporate governance
report (the “Report”) follows the system used in the Code.
The corporate governance principles and practices as
required by section 3-3b of the Norwegian Accounting Act
and the details of how Kahoot! complies with the Code
are accounted for in this Corporate Governance Report.
The Articles of Association do not contain provisions
that deviate from Chapter 4 and 5 of the Norwegian
Public Limited Liability Companies Act. The information
requirements in the Norwegian Accounting Act are
integrated into the statement below where appropriate. This
also applies to information about shareholder matters.
This report on corporate governance for 2021 was approved
by the board of directors of Kahoot! on 20 April 2022.
CORPORATE GOVERNANCE REPORT
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
1. IMPLEMENTATION AND
REPORTING ON CORPORATE
GOVERNANCE
Kahoot!’s corporate governance policy is based on the
Code, and as such designed to establish a basis for good
corporate governance to support achievement of the
Company’s core objectives on behalf of its shareholders,
By pursuing the principles of corporate governance,
the board of directors and management contributes
to achieving open communication, equal rights for all
shareholders and good control and corporate governance
mechanisms. The board of directors assesses and discusses
Kahoot!’s corporate governance policy on a yearly basis.
Kahoot! aspire to comply with the recommendations of the
Code. If the Code is deviated from, the deviation is described
and explained in the relevant section of this statement.
Deviations from the Code: No deviations from the Code.
2. BUSINESS
Kahoot!’s articles of association are available on
Kahoot!’s website (https://kahoot.com/investor/
resources/#governance). Kahoot!’s business scope
is clearly described in section 3 of the articles of
association which sets clear limits for its content:
The company will offer technology and other
concepts applicable to an educational
environment, as well as any other activity
naturally associated with these objectives.
Kahoot! is a global educational t echnology (EdTech)
and enterprise software as a service (SaaS) company
that develops a digital learning and engagement
platform (the “Kahoot! platform”). The Group has a
comprehensive offering of engaging tools for all kinds of
learning and audience interaction that is used in schools
and universities as well as in business and in any social
and learning context, whether in person or virtually.
Kahoot!’s mission is to make learning awesome and
Kahoot!’s vision is to become the world’s leading learning
platform. The Group’s strategic focus is to continuously
improve the value proposition within its product
offerings and accelerate user growth, engagement
and number of paid subscriptions. The Group pursues
both an organic and a non-organic route to develop a
steadily more comprehensive and synergetic offering of
products and tools to all users of the Kahoot! platform.
To support its strategic goals Kahoot! will focus on
product development, operational excellence, and
people development initiatives. These initiatives are
seen as crucial parts of the Group’s strategy to secure
main risks and risk management principles are presented
in the annual report, see also section 9 below.
Furthermore, sustainability and environmental, social,
and governmental (“ESG”) initiatives is central in Kahoot!’s
business strategy. Kahoot! believes that engaging learning
is the key to development and empowerment on an
individual and group or team level, at school, at home and
at work. Kahoot!’s focusses on operating in a sustainable
way, in alignment with the United Nations Sustainable
Development Goals and aims at having a positive impact on
learning around the world. Furthermore, Kahoot! believes
that learning should include everyone, and Kahoot! works
to eliminate barriers to education. Kahoot! therefore foster
partnerships with organizations and institutions that both
share its vision for positive social impact and which have
important content to offer the youth audience – our future
game-changers. Partnerships include organizations as
the United Nations, UNICEF, Common Sense Education,
Amnesty International, the National Institutes of Health,
the Marine Stewardship Council, and many more are
examples of our strong shared commitment to this vision.
Kahoot! has implemented guidelines and procedures
in accordance with section 3-3c of the Accounting
Act, including code of conduct and policy on anti-
corruption which are made available on the Kahoot!
Trust webpage). Kahoot!’s Stakeholder impact
Report is provided on the Company’s webpage.
evaluated by the board of directors on an annual basis in
connection with the annual risk assessment. The board
also reviews the Group’s performance in Environmental,
Social and Governance (ESG) and evaluates the risk
Deviations from the Code: No deviations from the Code.
3. EQUITY AND DIVIDENDS
Equity
As of 31 December 2021, the Group’s equity was USD 581.5
million, which is equivalent to 73% of total assets and the
share capital of Kahoot! amounted to NOK 48,658,147.90
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
divided into 486,581,479 shares, each with a nominal value
of NOK 0.10. The Group did not have interest bearing debt.
The board of directors considers that the Group
has a capital structure that is appropriate for
Dividends
The Company is in a growth phase and is not planning to
pay any dividends for the next few years. The Company has
December 2019, 2020, and 2021. In deciding whether to
propose a dividend and in determining the dividend amount,
the Board will comply with the legal restrictions set out in
the Norwegian Public Limited Liabilities Companies Act
and take into account the Company’s capital requirements,
including capital expenditure requirements, the Company’s
restrictions that its contractual arrangements in place at the
time of the dividend may place on its ability to pay dividend
The board of directors has not been granted any
authorisation to approve distribution of dividends.
Board authorisations
At the annual general meeting on 8 June 2021, the board
of directors was granted the following authorisations:
(i) In order for the board of directors to be able to
resolve the issuance of new shares in connection with
mergers and acquisitions, and to raise new equity, the
board of directors was granted an authorisation to
increase the share capital with an amount up to NOK
6,130,000 corresponding to 12.9% of the then current
share capital. The authorisation covered share capital
increases against contribution in kind and share capital
increase in connections with mergers. The shareholders’
preferential rights to new shares could be deviated
from. This authorisation is valid until the earlier of the
annual general meeting in 2022 and 30 June 2022.
(ii) The board of directors was granted an authorisation
to increase the share capital up to NOK 3,500,000 to
be used in connection with the issuance of new shares
under the company’s option program. The shareholders’
preferential rights to new shares could be deviated
from. The authorisation is valid until the earlier of the
annual general meeting in 2022 and 30 June 2022.
(iii) The board of directors was granted an authorisation
to acquire shares in the Company with a nominal value
of up to NOK 1,418,000, corresponding to approx. 3%
of the then current share capital. This authorisation
connection with acquisitions, incentive arrangements
be sold to strengthen the Company’s equity or be
deleted. This authorisation is valid until the earlier of the
annual general meeting in 2022 and 30 June 2022.
Deviations from the Code: Pursuant to the Code,
authorisations to be granted to the board of directors shall
be intended for a dened purpose and should be limited in
time to no later than the date of the next general meeting.
The board of directors’ authorisation to increase the
share capital with an amount up to NOK 6,130,000
can be used for several purposes. Kahoot! believes that
this authorisation is important in order to allow the
board of directors, in the interest of time, to act quickly in
connection with a transaction or other corporate events
where it is in the shareholders and Kahoot!’s interest
to increase the share capital. The authorisation has
been used in connection with issuance of consideration
shares in connection to the Group’s acquisitions
and to raise equity through private placements.
4. EQUAL TREATMENT OF
SHAREHOLDERS AND TRANSACTIONS
All shareholders shall be treated on an equal basis
unless there is just cause for treating them differently.
In the event of share capital increases through the issue
of new shares, deviations from the existing shareholders’
pre-emptive rights have been, and will continue to be,
publicly disclosed in a stock exchange announcement
issued in connection with the share issuance. In 2021,
certain share issuances were made to meet its obligations
to pay consideration shares in connection with its
acquisitions and employee share incentive program, where
existing shareholders’ pre-emptive rights were waived.
Kahoot! did not carry out any transactions in its own
Deviations from the Code: No deviations from the Code.
5. FREELY NEGOTIABLE SHARES
The shares in Kahoot! are freely negotiable and there are
no restrictions on any party’s ability to own, trade or vote for
the share in Kahoot! There are no general restrictions on the
purchase or sale of shares by members of the Company’s
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
management and board members as long as they comply
with the regulations on insider trading in applicable law.
In connection with the Kahoot! Group’s acquisitions, a part
of the consideration paid by the Company was settled by
issuance of shares in Kahoot! In this respect, the previous
owners of these companies, which are existing shareholders
of Kahoot!, have undertaken lock-up commitments in
favour of Kahoot! that prevents these shareholders from
carrying out a sale of the shares held by the respective
shareholders. Any such lock-up arrangements have been
publicly disclosed in stock exchange announcements.
Kahoot! has only one class of shares. Each share
grants the holder one vote and there are no structures
granting disproportionate voting rights.
Deviations from the Code: No deviations from the Code.
6. GENERAL MEETINGS
The board of directors will ensure that as many of the
Company’s shareholders as possible can participate in the
general meeting. The Covid-19 pandemic has necessitated
electronic solutions due to restrictions on meetings and
physical presence. In 2021, Kahoot! arranged for webcast
solution for all participants attending the general meeting.
The annual general meeting will take place on 27 May
and in the investor relations section of Kahoot!’s website.
The board of directors will further ensure that:
notices for the general meetings are sent to all
shareholders individually, or to their depository
banks, at least 21 days in advance, that all
matters to be considered by the meeting are
made available on the Company’s website;
the resolutions and any supporting documentation
understand and form a view on all matters
to be considered at the general meeting;
the CEO, the chair of the board of directors
and the chair of the nomination committee
are present at the general meeting; and
the general meeting is able to elect an
independent chair for the general meeting.
The articles of association of Kahoot! does not provide
for any deadline for the shareholders to give notice
of their attendance at the general meeting.
Shareholders who are unable to participate in the
general meeting will be given the opportunity to
vote by proxy or through written voting in a period
prior to the general meeting. The Company will in
this respect provide information on the procedure
and prepare a proxy form/written voting form. The
Company will nominate a person to act as proxy.
All board members and members of the nomination
committee are encouraged, but not obliged, to be present
at the annual general meeting. Kahoot! has chosen not
to follow the recommendation to vote separately on
each candidate nominated for the board of directors
and the nomination committee. The process of the
nomination committee is focused on the combined
to the board of directors and the nomination committee
and the voting should therefore also be combined.
Deviations from the code: Voting on members to the board
of directors and the nomination committee takes place as a
combined vote. Pursuant to the Code, the board of directors
should ensure that all board members attend the general
meeting. Kahoot! does not require all board members to
attend, however, in accordance with the Norwegian Public
Limited Liability Companies Act, Kahoot! requires the CEO,
the chair of the board of directors and the chair of the
nomination committee to attend the general meeting.
7. NOMINATION COMMITTEE
According to section 8 of Kahoot!’s articles of association,
the Company shall have a nomination committee
consisting of two or three members in accordance
with the decision of the general meeting. The
members of the nomination committee are elected
by the general meeting. The general meeting has also
approved guidelines for the duties of the nomination
committee, elected the chairperson and determined
the remuneration of the members of the committee.
The nomination committee comprises the following
members, both of whom were elected on the
annual general meeting held 8 June 2021:
Harald Arnet / Chair / Elected in 2021 for the period
until the annual general meeting in 2023; and
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
Fredrik Cassel / Committee member /
Elected in 2021 for the period until the
annual general meeting in 2023.
The members of the nomination committee have
been elected to take into account the interests
of shareholders in general. The members are
independent of the executive management.
The nomination committee shall make recommendations
to the general meeting for the election of shareholder
elected board members and members of the
nomination committee, and the remuneration of the
board of directors and the nomination committee.
When nominating shareholder representatives to
the board of directors, the nomination committee
presents relevant information about the candidates,
together with an evaluation of their independence.
In connection with the nomination committee’s work
with proposing candidates, and to ensure that the
candidates represent a broad group of the company’s
shareholders, the nomination committee is in contact with
the board of directors, the CEO and major shareholders.
Furthermore, the nomination committee ensures that
the board of directors is composed to comply with legal
requirements and the corporate governance code.
board of directors. While the nomination committee presents
relevant information about each candidate separately,
the nomination committee focuses on the combined
of the board of directors when presenting its proposal
to the general meeting. Information on how to propose
candidates is available on Kahoot!’s webpage and attached
to the notice of the annual general meeting for 2022.
Deviations from the Code: The nomination
committee justies its proposals combined and
not separately for each board member.
8. COMPOSITION AND
INDEPENDENCE OF THE
BOARD OF DIRECTORS
Pursuant to the articles of association, the board of
directors shall consist of between four and eight board
members, as decided by the general meeting. The
directors and two employee-appointed board members.
Each employee-appointed board member also has an
employee-appointed deputy. The chairperson of the
board of directors and board members are currently
elected by the general meeting for a one-year term.
The composition of the board of directors is considered
to attend to the common interests of all shareholders
and meet the company’s need for expertise, capacity
and diversity. Three of the board members are women,
and none of the members of the Company’s executive
management are members of the board of directors.
The board of directors is composed so that it can act
independently of any special interests. All board members
are independent of the Company’s executive management
and no members of the executive management serves
on the board of directors. Except for Andreas Hansson
and Akshay Naheta who are not considered independent
from the Company’s larger shareholders representing
SoftBank, all board members are independent of the
Company’s larger shareholders (shareholders holding
more than 10% of the shares) and material business
associates. Further information on each of the board
members is presented at www.kahoot.com.
Members of the board of directors are encouraged
to own shares in the Company. The shareholding of
each board member can be found in Note 21 to the
Deviations from the Code: No deviations from the Code.
9. THE WORK OF THE
BOARD OF DIRECTORS
The board of directors’ work follows an annual plan,
with particular focus on objectives and strategy in
addition to operational implementation. The plan
is evaluated and approved around the beginning of
each calendar year. The board of directors annually
assesses its performance and expertise, the assessment
is presented to the nomination committee.
The board of directors has implemented instructions for the
board of directors and the executive management, which are
focused on determining allocation of internal responsibilities
and duties. The objectives, responsibilities and functions of
the board of directors and the CEO are in compliance with
rules and standards applicable to the Group. The board
of directors have also implemented procedures to ensure
that members of the board of directors and executive
personnel make the Company aware of any material
interests that they may have in items to be considered by
the board of directors. The board of directors will also be
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
chaired by some other member of the board if the board
is to consider matters of a material character in which the
chair of the board is, or has been, personally involved.
The board of directors held 26 board meetings in 2021.
In the event of a not immaterial transaction between the
company and its shareholders, a shareholder’s parent
company, members of the board, executive management,
or closely related parties of any such parties, the board will
arrange for a valuation to be obtained from an independent
third party. In 2021, there were no transaction between
the company and related parties, except for ordinary
commercial transactions at arm’s length market terms. For
information regarding related party transactions, please see
The board of directors has established an audit committee
and a remuneration committee and instructions
for such committees have been implemented.
The audit committees’ objectives are to act as a
preparatory and advisory body in connection with the
board of directors’ supervisory roles in connection with
of the Company’s internal control system. The audit
committee shall consist of two to three members, who
shall be elected by, and among, members of the board
of directors. Currently, Lori Wright is chair and Andreas
Hansson is a member of the audit committee. The audit
committee shall meet as often as it deems necessary, but
minimum four times per year to prepare the approval of
The remuneration committees’ objectives are to act as a
preparatory and advisory body in relation to the Company’s
strategy for the remuneration of its executive management.
The remuneration committee shall consist of two or three
members. Currently, Stefan Blom is chair and Joanne
Bradford is a member of the remuneration committee. The
remuneration committee shall meet as it deems necessary.
Deviations from the Code: No deviations from the Code.
10. RISK MANAGEMENT
AND INTERNAL CONTROL
It is ultimately the responsibility of the board of directors
to ensure that the Company has sound and appropriate
internal control systems and risk management systems
Sound risk management is an important tool to create
trust, ensure good environment, health and safety standards
and enhance value creation. Internal control should
ensure effective operations and prudent management of
its targets. Kahoot!’s internal controls and systems also
cover the company’s corporate values, ethical guidelines
and standards to ensure good performance in ESG.
Kahoot! complies with laws and regulations that apply
to the Group’s business activities. The Group’s Code of
Conduct sets out the overall ethical guidelines, which
apply to all Kahoot! employees, members of the board
of directors as well as those acting on Kahoot!’s behalf.
The Company has procedures covering all material
aspects of managing the operational business. The
procedures and manuals are revised annually, unless
circumstances initiate more frequent revision, such as
from experience or adopted through regulations.
The board of directors assesses management’s annual
in-depth review of the company’s most important areas
of exposure to risk and such areas’ internal control
arrangements. In addition, management presents quarterly
updates on the most important areas of exposure to risk and
risks in addition to a bi-annual risk report. A summary of
the main risks is presented in the annual report for 2021.
The board of directors describes the main features of the
Company’s internal control and risk management systems
Company’s annual report. This covers the culture of control,
risk assessment, controlling activities and information,
communication and follow-up. The board of directors is
obligated to ensure that it is updated on the Company’s
the Company’s equity and liquidity are adequate in
terms of the risk from, and the scope of, the Company’s
activities, and shall immediately take necessary actions
if it is demonstrated at any time that the company’s
capital or liquidity is inadequate. The Company focuses
on frequent and relevant management reporting to the
board of directors. The reports contain matters related to
health and safety, market development, operations and
making and can respond quickly to changing conditions or
important incidents. Board meetings are held regularly, and
management reports are provided to the board monthly.
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GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
Kahoot! ASA has purchased and maintains a Directors and
a reputable, specialized insurer with appropriate rating.
Deviations from the Code: No deviations from the Code.
11. REMUNERATION OF THE
BOARD OF DIRECTORS
The remuneration to the board of directors is determined by
the shareholders at the annual general meeting based on a
proposal from the nomination committee. The remuneration
to the board of directors for 2021 was resolved by the
general meeting based on a proposal from the nomination
committee. The level of remuneration to the board of
responsibility, expertise, the complexity of the company and
its business, as well as time spent and the level of activity
in both the board of directors and any board committees.
The remuneration of the board of directors is
not linked to the company’s performance.
On 23 February 2021, the general meeting resolved to grant
in total 11,556 restricted share units (“RSUs”) to each of the
board members Lori Wright and Joanne Bradford, which
at the time of the general meeting amounted to USD
150 thousand. Each RSU gives the right and obligation to
subscribe for one new share at a subscription price equal to
NOK 0.10, subject to satisfaction of the vesting conditions
attached to the RSUs. The RSUs are non-transferable,
except for transfers to wholly owned companies.
One board member (Christer Stefan Blom) has
been granted 300,000 share options in connection
with work performed by him as a consultant
prior to being appointed board member.
None the board members, or companies associated
assignments for the company in addition to their
appointments as members of the board of directors.
The remunerations for the period from the
annual general meeting in 2021 until the annual
general meeting in 2022 are as follows:
Board of directors:
Andreas Hansson: USD 75,000
Akshay Naheta and Stefan Blom: Each USD 50,000
Lori Wright: USD 50,000 and
RSUs worth USD 150,000
Joanne Bradford: USD 50,000 and
RSUs worth USD 150,000
Alexander Remen and Sarah Blystad (employee-
appointed board members): Each NOK 150,000
Patrik Jandusik and Emilia Samborska
(employee-appointed deputy board members):
NOK 10,000 per board meeting attended.
Deviations from the Code: Stefan Blom holds share
options in the Company which he received by
virtue of his position as a consultant prior to being
appointed board member in the Company.
12. REMUNERATION OF
LEADING PERSONNEL
The board of directors prepares guidelines for the
remuneration of leading management which support
Kahoot!’s prevailing strategy and values. These guidelines
include the main principles for the Company’s remuneration
policy and contribute to aligning the interests of the
shareholders and the executive management. The guidelines
were approved by the annual general meeting in 2021.
A report on the remuneration of executive personnel for
2021 has been prepared, setting out how the Company
adhered to the approved guidelines. Updated guidelines
in accordance with the Norwegian Public Limited Liability
Companies Act section 6-16 a will be presented to the
annual general meeting in 2022 to be approved.
The executive personnel may be offered performance-
Such performance-based bonus shall be agreed
on an individual basis if applicable.
Currently, the Group does not have any general bonus
schemes for its employees or executive personnel. However,
Group’s sales team have entered into sales commission
and bonus agreements. Commission and bonus are
calculated on the basis of achieved sales, provided that the
sales team has reached a predetermined budget and the
respective employee achieves predetermined sales goals,
and is paid on a monthly and quarterly basis, respectively.
Deviations from the Code: No deviations from the Code.
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13. INFORMATION AND
COMMUNICATION
Kahoot! is under an obligation to continuously provide its
with timely and precise information about the Company
and its operations. Relevant information is given in the
form of annual reports, quarterly reports, press releases,
notices to the stock exchange and investor presentations
in accordance with what is deemed appropriate from time
to time. Kahoot! maintains an open and proactive policy
for investor relations and has given regular presentations
in connection with annual and quarterly results. The goal
is that Kahoot!’s information work shall be in accordance
with best practice at all times and all communications with
shareholders shall be in compliance with the provisions of
applicable laws and regulations and in consideration of the
principle of equal treatment of the company’s shareholders.
calendar with an overview of dates for important events, such
public presentations and payment of dividends, if applicable.
In addition to the board of directors’ dialogue with the
Company’s shareholders at general meetings, the board of
directors promotes suitable arrangements for shareholders
to communicate with the Company at other times. The
board of directors have delegated this task to the executive
management team. Kahoot! has held regular presentations
in connection with each of the quarterly presentations
in 2021 and participated on several investor conferences.
Due to the Covid-19 pandemic, most of the investor
meetings and conferences have taken place on various
electronic platforms. The plan is to continue to arrange
regular presentations to keep the market up-to-date
about the company’s development, goals and strategies.
Deviations from the Code: No deviations from the Code.
14.
Kahoot! has no shareholder controlling more than
approx. 17% of the shares as of 31 December 2021. Kahoot!
has not been subject to any takeover bids in 2021.
In the event of a takeover bid, the board of directors and
executive management each have an individual responsibility
to ensure that the company’s shareholders are treated
equally and that there are no unnecessary interruptions to
the Company’s business activities. The board of directors has
a particular responsibility in ensuring that the shareholders
In the event of a take-over process, the board of
directors shall abide by the principles of the Code,
and also ensure that the following take place:
the board of directors will not seek to hinder or
obstruct any takeover offer for the Company’s
operations or shares unless they have valid
and particular reasons for doing so;
the board of directors shall not exercise
mandates or pass any resolutions with the
intention of obstructing the takeover offer
unless this is approved by the general meeting
following announcement of the offer;
the board of directors shall not undertake any
actions intended to give shareholders or others
an unreasonable advantage at the expense
of other shareholders or the company;
the board of directors shall not enter into an
agreement with any offeror that limits the
Company’s ability to arrange other offers for
the Company’s shares, unless it is self-evident
that such an agreement is in the common
interest of the Company and its shareholders;
the board of directors and executive management
shall not institute measures with the intention of
protecting the personal interests of its members at
the expense of the interests of the shareholders; and
the board of directors must be aware of the
particular duty it has for ensuring that the values
and interests of the shareholders are protected.
In the event of a take-over offer, the board of directors
will, in addition to complying with relevant legislation and
regulations, seek to comply with the recommendations
in the Code. This includes obtaining a valuation from
an independent expert. On this basis, the board of
directors will make a recommendation as to whether
or not the shareholders should accept the offer.
A takeover process gives rise to a particular duty of care to
disclose information, where openness is an important tool
for the board of directors to ensure equal treatment of all
shareholders. The board of directors shall strive to ensure
that neither inside information about the Company, nor any
other information that must be assumed to be relevant for
shareholders in a bidding process, remains unpublished.
There are no other written guidelines for procedures
to be followed in the event of a takeover offer. The
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GROUP ANNUAL REPORT 2021
THE BOARD OF DIRECTORS
OF KAHOOT! ASA
Oslo, 20 April 2022
ANDREAS HANSSON
Chair of the Board
EILERT HANOA
CEO
STEFAN BLOM
Board member
JOANNE KUHN BRADFORD
Board member
ALEXANDER REMEN
Board member
AKSHAY NAHETA
Board member
LORI VARNER WRIGHT
Board member
SARAH BLYSTAD
Board member
Company has not found it appropriate to draw up any explicit basic
principles for Kahoot!’s conduct in the event of a take-over offer, other
than the actions described above. The board of directors otherwise
concurs with what is stated in the Code regarding this issue.
Deviations from the Code: No deviations from the Code.
15. AUDITOR
The board of directors is responsible for ensuring that the board and
of the auditor. In this regard, the board of directors and management
ensured that the auditor submitted the main features of the plan
for the audit of the company to the audit committee in 2021.
Further, the board of directors invited the auditor to participate in the
board meeting that dealt with the annual accounts. At these meetings,
the auditor (i) reports on any material changes in the company’s
accounting principles and key aspects of the audit, (ii) comments on
matters, if any, on which there has been disagreement between
the auditor and the executive management of the Company.
Once a year, the board of directors reviews the company’s internal
control procedures with the auditor, including potential weaknesses
a review of the Company’s internal control procedures with the auditor,
for improvement, was carried out by the board of directors in 2021.
In order to ensure the auditor’s independence of the company’s executive
management, the board of directors has established guidelines in respect of
the use of the auditor by the management for services other than the audit.
Deviations from the Code: No deviations from the Code.
GROUP ANNUAL REPORT 2021
CORPORATE GOVERNANCE REPORT
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GROUP ANNUAL REPORT 2021
OVERVIEW
Kahoot! is on a mission to make learning awesome!
We want to empower every child, student and
employee to unlock their full learning potential. Our
learning platform makes it easy for any individual or
corporation to create, share, and host learning sessions
that drive compelling engagement. Our vision is to
build the leading learning platform in the world.
Kahoot! ASA is the parent company of the Kahoot! Group
and has since March 2021 been admitted for trading on the
main list on the Oslo Stock Exchange. The Kahoot! Group
the UK, France, Finland, Estonia, Denmark and Spain.
Kahoot! is a global learning and engagement platform
company, used for all kinds of learning and in a
variety of settings – in school or university classrooms,
settings, and cultural events. The Kahoot! Group
includes Clever, the leading US K-12 EdTech learning
platform, together with the learning apps DragonBox,
Throughout 2021, Kahoot! continued to execute on the
strategy and ambitious roadmap towards the vision of
building the world’s leading learning platform. 2021 was a
year of achieving milestones, solid growth and expansion
for the Group. As the world continues to experience
pressing challenges and re-imagine the future of learning
and work, Kahoot! has stayed committed to the mission
of making learning awesome for everyone, worldwide. This
mission fuels the work at Kahoot! every day as we continue
to deliver robust solutions and impactful experiences for
all our users, whether at work, at school or at home.
One of the key aspects of the Kahoot!’s business operations
is its viral business model, which allows the company to
promote the Kahoot! platform through its user groups, being
individuals, learning institutions and organizations without
New users registered on the Kahoot! platform is a direct
result of existing users’ use of the Kahoot! platform and
its content, which in turn promotes the platform.
The products and services made available by the
Kahoot! Group are all connected to the main
product areas, Kahoot! at Home, Kahoot! at School,
Kahoot! at Work, Kahoot! Academy and Clever.
KAHOOT! AT WORK
Used in 97% of Fortune 500 companies, Kahoot! occupies a
bespoke space at the intersection of employee engagement,
corporate learning, training and culture building. In 2021,
BOARD OF DIRECTORS REPORT
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GROUP ANNUAL REPORT 2021
BOARD OF DIRECTORS REPORT
we continued to expand and enrich the offering with the
ongoing integration of mobile learning app, Motimate,
and employee engagement app, Actimo. Kahoot!’s
bespoke enterprise offering, Kahoot! 360 Spirit, saw the
effect of its enhanced offerings, including the newly
launched Kahoot! Courses. Kahoot! at Work stands well
positioned to respond to multiple workplace scenarios we
have seen evolve thanks to a diverse portfolio of solutions
and plans that deliver the elements to support thriving
corporate cultures now, and in the future of work.
KAHOOT! AT HOME
Spearheaded by the Kahoot!+ offering, encompassing
award-winning Kahoot! DragonBox and Poio apps, Kahoot!’s
ad-free platform and apps enables families, students and
children to connect and learn in an engaging way at home,
either through self-study or family fun. In 2021, the Kahoot! at
Home commercialization progress marked by the launches
of Kahoot!+ Study, and Kahoot! Kids. The former seeks to
make study more fun, impactful and effective, leveraging
Kahoot!’s position as a trusted learning tool for hundreds
of millions of participating students, while the latter
expands Kahoot!’s demographic relevance with a bespoke,
pedagogically robust product to engage a family audience
which has played 100 million kahoots in the last 12 months.
KAHOOT! AT SCHOOL
Educators across the world make learning awesome with
Kahoot! by tapping into the vast, inherent potential for playful
education experiences to unlock every student’s learning
potential. During a period of disruption and uncertainty due
to the pandemic for educators and students globally, Kahoot!
further evolved its offerings to more than 9 million educators
in 2021, hundreds of millions of students and thousands of
schools, campuses, universities and districts. Kahoot!’s EDU
offering was enriched with features such as Team mode -
designed to increase collaboration, and particularly relevant
during forced hybrid and remote learning circumstances
- and the launch of Math Labs by DragonBox, which was
well received by educators and students worldwide.
KAHOOT! ACADEMY
Kahoot! Academy is a global knowledge platform, online
community and marketplace which enables anyone to
access premium learning content and high-quality learning
content creators. Kahoot! Academy’s commercialization was
at the end of 2021 marked by the launch of the subscription
commercial service on Kahoot!’s global digital marketplace,
content. By enabling a marketplace, Kahoot!’s platform opens
itself to be harnessed by the burgeoning global creator
community to promote, sell and monetize their quality
content and expertise. Made possible by the singular viral
growth and scale of the Kahoot! brand and platform, these
developments serve to strategically position Kahoot! to reach
a captive and vast global market of educators and learners.
CLEVER
Born of the desire to save valuable time in the classroom
and afford more space for innovative teaching and learning,
Clever is a single sign-on portal for teachers and students,
and one of the most widely used digital learning platforms
by the U.S. K-12 schools, with over 60% of all U.S. K-12
Schools using the Single sign-on platform, featuring more
than 740 app partners, whereof approx. 450 paying app
partners. The ongoing focus for Clever remains to lay a robust
foundation for growth and commercial added-value for
its vast network, including the launch of the click-to-buy
App Store and international expansion in 2022. Clever and
Kahoot! continue to explore synergies and possibilities, with
Kahoot! seeking to expand its considerable footprint across
K12 schools in the U.S. Similarly, efforts will continue to realize
the vast potential for Clever to leverage Kahoot!’s global
viral footprint to deliver its platform to educators globally.
MARKET DEVELOPMENT
2021 was a year with continued strong adoption of digital
tools both in the educational sector and in employee
engagement and learning. In the educational sector, the
growth in adoption has shown educators and learners
how much value technology can bring to increase learning
outcomes and engagement. These structural changes have
at a larger scale across institutions. Kahoot!, with our leading
toolbox of learning and engagement solutions, is positioned
deploy best-in-class technology – with Clever simplifying
the distribution and deployment in a fragmented market.
Corporations globally are struggling with retaining and
attracting talent, combined with challenges introduced
by the remote or hybrid way of working. This puts a
stronger emphasis on the importance of building
company culture, increasing employee’s engagement
levels and upskilling the current workforce. We expect to
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GROUP ANNUAL REPORT 2021
see the demand for Kahoot!’s at work products continue
to grow as a result of these underlying megatrends.
REVIEW OF THE CONSOLIDATED
ANNUAL ACCOUNTS
During 2021, Kahoot! acquired digital learning platform
company Clever, corporate learning app provider
Motimate and classroom engagement tool
Total revenues and operating income in 2021 for the Kahoot!
Group were $91.3 million, up 211% from $29.3 million for
increased number of paid subscriptions for the Group’s
products and contribution from acquired companies.
In 2021, total operating expenses excluding depreciation
and amortization were $86.6 million, whereof calculated
share-based compensation expenses and related
payroll taxes deriving from Kahoot!’s share option
program, acquisition-related expenses and listing cost
preparations accounted for $9.6 million, and $5.0 million
was attributable to an accounting treatment effect
for the acquisition of Clever as described below.
Accounting treatment of deferred
consideration for the Clever acquisition
Due to a revised interpretation of IFRS3 – Business
Combinations, paragraph B55(a) and associated IFRIC (IFRS
Interpretation Committee) agenda decision, a portion of the
deferred consideration for the Clever acquisition, relating
to the prior equity scheme in Clever, shall be treated as
a post business combination expense regardless of the
unconditional obligation to settle the consideration liability.
The accounting effect reduces the Clever acquisition
consideration by $14.9 million (approx. 3% of the total
consideration for Clever) on 1 September 2021 (“Closing”) with
corresponding reduction of the liability. The unconditional
obligation to settle the $14.9 million acquisition consideration
represents an off-balance sheet liability as of Closing. The off-
balance sheet liability is expensed as share-based payment
over time, whereof $5.0 million for 2021, $7.5 million for 2022
and $2.4 million for later periods. The total consideration
payable for the Clever acquisition remains unchanged.
Reported EBITDA in 2021 was $4.7 million compared to
-$17.6 million for 2020. EBITDA adjusted for calculated
share-based compensation expenses and related
payroll taxes, acquisition-related expenses and listing
cost preparations was $19.3 million, up $18.6 million
compared to 2020. Depreciation and amortization
in 2021 were $10.2 million compared to $2.6 million
for 2020. The increase is mainly due to amortization
of intangible assets from acquired companies.
During 2021, total assets increased by $417.9 million to
$796.1 million. The increase was primarily attributable
to acquisitions. Per the end of 2021, non-current assets
accounted for $671.3 million, up from $115.7 million by
the end of 2020. The increase is attributable to goodwill
and intangible assets from the acquisitions of Clever,
million whereof cash and cash equivalents represented
$107.8 million. Total liabilities increased during 2021 by
$122.4 million to $214.6 million per the end of the year,
whereof deferred tax liability represents $46.3 million
and contract liabilities (deferred revenue) $60.8 million.
Equity ratio for the Kahoot! Group as of 31 December
2021 was 73%. The expensed cost related to research
and development amounted to $10.3 million in 2021.
The liquidity for the Kahoot! Group is satisfactory with
cash and cash equivalents of $107.8 million as of 31
preparations and payroll taxes for share-based payment),
was $31.3 million in 2021, up from $17.4 million in 2020.
REVIEW OF THE PARENT
COMPANY’S ANNUAL ACCOUNTS
The annual accounts for the parent company have been
prepared according to Norwegian Generally Accepted
Accounting Principles (NGAAP). As of 1 January 2021, the
parent company Kahoot! ASA changed its functional
currency from Norwegian Krone (NOK) to U.S. dollar
(USD). The change in functional currency was the result
of a review of the primary economic environment in
which the entity operates, considering both current
and prospective economic substance of the underlying
transactions entered into by the company.
Revenue for the parent company Kahoot! ASA was $55.0
company was $631.5 million as of 31 December 2021.
BOARD OF DIRECTORS REPORT
30
GROUP ANNUAL REPORT 2021
ALLOCATION OF NET PROFIT
IN THE PARENT COMPANY
The parent company Kahoot! ASA recorded a net
The Board of Directors (the “Board”) proposes the
GOING CONCERN
In the view of the Board, Kahoot! Group has a solid
the prerequisites for the going-concern assumption
prepared based on a going-concern basis.
EXECUTIVE COMPENSATION REPORT
The Board of Directors’ guidelines for determination of
salary and other remuneration to executive personnel in
Public Limited Liability Companies Act was presented to
the Annual General Meeting on 8 June 2021. Kahoot!’s
report on salary and other remuneration to executive
personnel for 2021 pursuant to section 6-16b the Norwegian
Public Limited Liability Companies Act is published as a
separate document, available on kahoot.com/investor.
WORKING ENVIRONMENT
The working environment is considered good.
Relying on highly skilled and motivated employees
to succeed, Kahoot! is constantly working to maintain
an attractive and rewarding working environment. For
due to sickness in the parent company was 2%. No
accidents or injuries occurred during the year.
EQUAL OPPORTUNITIES,
DISCRIMINATION, IMPACT ON
EXTERNAL ENVIRONMENT
At the end of 2020, the parent company Kahoot! ASA
had 104 employees, of which 33% were women.
The market in which Kahoot! operates is somewhat
overrepresented by male employees, however, the Kahoot!
environment. Women are represented in most of the
company’s departments and the ratio between men and
women will continue to be monitored. Kahoot! strongly
respects and supports diversity in general and see this as
a competitive advantage to create value for the company
and its shareholders. Kahoot! has a policy that includes
the principle of equal opportunities for equal work,
implying that every employee will have the same rights,
salary and career options in the same position, all other
factors being equal which will continue to be monitored.
Inclusivity is one of Kahoot!’s core values, and the Company
is committed to team diversity as a driver of success.
The Group’s global team includes members of more
than 40 nationalities with different cultural and ethnic
backgrounds. Kahoot!’s reporting pursuant to chapter 4
of the Gender Equality and Discriminatory Act (Equality
Report 2021) is included in the Stakeholder Impact Report.
For a description of Kahoot!’s impact on external
environment, please see Kahoot!’s Stakeholder Impact
Report, which is published as a separate document, available
on kahoot.com/investor which also complies with Kahoot!’s
compliance obligations pursuant to section 3-3c of the
Norwegian Accounting Act (corporate social responsibility).
RISK AND RISK MANAGEMENT
Risk management for the Kahoot! Group is based
on the principle that risk evaluation is an integral
part of all business activities, where the ability to
implement the Group’s strategic and operational plans
and operational risk factors summarized below.
Market risk
The Kahoot! Group is exposed to several market related
risks, including but not limited to; access and ability
used in product development, cyber threats, ability
to keep the user engagement and brand awareness,
change in user pattern for existing and new users of
the products offered by the Group, ability to convert
non-paying users to paying subscribers, relative
competitiveness in the markets where the Group operates,
global or regional economic market conditions.
Credit risk
The Group’s credit risk arises from cash and cash equivalents
as well as outstanding receivables. The Group does not have
risk for its customers before transactions are entered as the
majority of customers are either invoiced through automated
sales with immediate credit card payments or subscriptions
invoiced with credit terms are mostly prepaid upfront. The
counterparties for the Group’s cash deposits are large banks
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GROUP ANNUAL REPORT 2021
Oslo, 20 April 2022
AKSHAY NAHETA
Board member
LORI VARNER WRIGHT
Board member
SARAH BLYSTAD
Board member
EILERT HANOA
CEO
STEFAN BLOM
Board member
JOANNE KUHN BRADFORD
Board member
ALEXANDER REMEN
Board member
ANDREAS HANSSON
Chair of the Board
BOARD OF DIRECTORS REPORT
GROUP ANNUAL REPORT 2021
which are considered to be very low credit risk. The
Group’s assessment is that there are no material
credit risks associated with these cash deposits.
Currency risk
The Group operates in Denmark, Estonia, Finland,
France, Norway, Spain, United Kingdom and the
United States and have costs in local currencies
while a major part of the Group’s revenues are in
USD. With different functional currencies, the Group
will be exposed to currency gains and losses on
receivables between the companies, which will affect
rates between NOK, USD, DKK, EUR and GBP could
materially and adversely affect the Group’s business,
and prospects. The Group does currently not have
any currency hedging arrangements in place to
Interest risk
The Group holds no long-term borrowings
and no interest-bearing debt. Lease contracts
resulting in a recognized lease liability are not
subject to change in payments derived from
Liquidity risk
The Group monitors liquidity centrally across the
and cash equivalents to at any time fund operations
and investments according to the Group’s strategic
plans. The Group monitors its liquidity risk through
a short-term and a long-term liquidity forecast
to manage the target of a minimum position of
cash imposed by the Board of Directors. Kahoot!
and does not have any interest-bearing debt.
DIRECTORS’ & OFFICERS’
LIABILITY INSURANCE
Kahoot! ASA has purchased and maintains
The insurance policy is issued by a reputable,
specialized insurer with appropriate rating.
OUTLOOK 2022 AND EVENTS AFTER
THE END OF THE FINANCIAL YEAR
The Kahoot! Group’s main markets are characterised
by technological advance, change in customer
requirements and frequent new product introductions
and improvements. As the world continues to
experience pressing challenges and re-imagine the
future of learning and work, Kahoot! will stay attractive
and relevant for its users through maintaining a
persistent focus on innovation and creativity to
retain its users’ brand loyalty and attract further
interest within all user categories. Kahoot! is thus
well positioned for continued growth and success.
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GROUP ANNUAL REPORT 2021
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GROUP ANNUAL REPORT 2021GROUP ANNUAL REPORT 2021
33
CONSOLIDATED GROUP ANNUAL
FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Consolidated statement of prot or loss
Restated
USD in thousands Note 2021 2020
Revenue from contracts with customers 5 91,016 29,143
Other operating income 249 175
Total revenue and other operating income 91,265 29,318
Cost of sales 3 7,029 3,717
Employee benet expenses 4, 6, 17 43,235 31,625
Other operating expenses 7 36,351 11,553
Amortization of intangible assets 10 8,848 1,897
Depreciation 12, 13 1,357 685
Operating prot/(loss) (5,555 ) (20,159 )
Financial income 432 372
Financial expenses (205 ) (329 )
Net change in fair value of nancial instruments 19 2,594 848
Net foreign exchange gains (losses) 20 (984 ) (15,908 )
Net nancial income (expenses) 1,837 (15,017 )
Prot/(loss) before income tax (3,718 ) (35,176 )
Income tax 8 (1,838 ) (656 )
Prot/(loss) for the year (1,880 ) (34,520 )
Prot/(loss) for the year attributable to:
Equity holders of Kahoot! ASA (1,880 ) (34,520 )
Earnings (loss) per share in USD
Basic earnings (loss) per share 9 (0.00 ) (0.09 )
Diluted earnings (loss) per share 9 (0.00 ) (0.09 )
Consolidated statement of comprehensive prot or loss
Restated
USD in thousands 2021 2020
Prot/(loss) for the year (1,880 ) (34,520 )
Other comprehensive prot/(loss):
Items that might be subsequently reclassied to prot or loss:
Exchange differences on translation of foreign operations (8,751 ) (1,927 )
Item that are not reclassied to prot or loss:
Exchange difference on translation to another presentation currency
Total comprehensive prot/(loss) for the year (10,631 ) (19,034 )
Total comprehensive prot/(loss) attributable to:
Equity holders of Kahoot! ASA (10,631 ) (19,034 )
Consolidated statement of prot or loss Consolidated statement of comprehensive prot or loss
34
GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
GROUP ANNUAL REPORT 2021
Oslo, 20 April 2022
AKSHAY NAHETA
Board member
LORI VARNER WRIGHT
Board member
SARAH BLYSTAD
Board member
EILERT HANOA
CEO
STEFAN BLOM
Board member
JOANNE KUHN BRADFORD
Board member
ALEXANDER REMEN
Board member
ANDREAS HANSSON
Chair of the Board
Consolidated balance sheet
Restated
USD in thousands Note 31.12.2021 31.12.2020
ASSETS
Non-current assets
Goodwill 11 494,430 77,757
Intangible assets 10 173,284 34,373
Property, plant and equipment 12 633 409
Right-of-use assets 13 2,928 3,165
Total non-current assets 671,275 115,704
Current assets
Trade receivables 14 11,764 3,157
Other current assets 15 5,304 3,247
Cash and cash equivalents 16 107,765 256,120
Total current assets 124,833 262,524
TOTAL ASSETS 796,108 378,228
EQUITY AND LIABILITIES
Equity
Share capital 18 5,707 5,228
Share premium 18 651,581 357,383
Share-based payments reserves 18 16,963 5,542
Foreign currency translation reserves 18 (10,728 ) (1,977 )
Accumulated decit 18 (82,008 ) (80,128 )
Total equity 18 581,515 286,048
Non-current liabilities
Lease liabilities 13 2,044 2,312
Deferred tax liability 8 46,288 5,843
Other non-current liabilities 19,20 40,565 15,447
Total non-current liabilities 88,897 23,602
Current liabilities
Lease liabilities 13 1,007 964
Current tax liabilities 4 -
Trade payables 19, 20 5,359 1,817
Contract liabilities 5 60,772 30,686
Other current liabilities 19, 20 58,554 35,111
Total current liabilities 125,696 68,578
Total liabilities 214,593 92,180
TOTAL EQUITY AND LIABILITIES 796,108 378,228
Consolidated balance sheet
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GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
¹ 2020: The translation differences arising from the translation to the presentation currency
are presented directly as part of the corresponding categories of equity. These translation
Consolidated statement of changes in equity
Share Share
Share-based
payments
Foreign currency
translation Accumulated Total
USD in thousands Note capital premium reserves reserves decit equity
Balance at 1 January 2020 (as reported) 1,473 92,621 2,095 (50 ) (40,113 ) 56,026
Correction of opening balance 1 - - - - (716 ) (716 )
Balance at 1 January 2020 (restated) 1,473 92,621 2,095 (50 ) (40,829 ) 55,310
Prot/(loss) for the year - - - - (34,520 ) (34,520 )
Currency translation differences
1
Total comprehensive prot/(loss) for the year 334 21,480 378 (1,927 ) (39,299 ) (19,034 )
Issuance of shares 18 3,421 253,520 - - - 256,941
Transaction costs on equity issues 18 - (10,238 ) - - - (10,238 )
Share option program 17 - - 3,069 - - 3,069
Balance at 31 December 2020 (restated) 5,228 357,383 5,542 (1,977 ) (80,128 ) 286,048
Prot/(loss) for the year - - - - (1,880 ) (1,880 )
Currency translation differences
1
Total comprehensive prot/(loss) for the year - - - (8,751 ) (1,880 ) (10,631 )
Issuance of shares 18 479 302,700 - - - 303,179
Transaction costs on equity issues 18 - (8,502 ) - - - (8,502 )
Share option program 17 - - 11,421 - - 11,421
Balance at 31 December 2021 5,707 651,581 16,963 (10,728 ) (82,008 ) 581,515
Consolidated statement of changes in equity
36
GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Consolidated statement of cash ows
Restated
USD in thousands Note 2021 2020
Cash ows from operating activities
Prot/(loss) before income tax (3,718 ) (35,176 )
Adjustments for:
Depreciation and amortization 10, 12, 13 10,205 2,582
Share-based payments expense 4, 6 11,421 3,069
Change in trade receivables (781 ) (280 )
Change in contract liabilities 15,757 15,879
Change in trade payables 2,752 591
Change in other current assets and other liabilities (14,965 ) 30,720
Taxes paid (6 ) -
Interest received 432 372
Financial expenses (205 ) (329 )
Net cash ow from operating activities 20,892 17,428
Cash ows from investing activities
Payment for acquisition of subsidiary, net of cash acquired 4 (364,145 ) (34,227 )
Payment for intangible assets 10 (562 ) -
Payment for property, plant and equipment (216 ) (214 )
Net cash outow from investing activities (364,923 ) (34,441 )
Cash ows from nancing activities
Proceeds from issuance of ordinary shares 18 205,077 241,931
Transaction costs on issuance of ordinary shares (8,502 ) (10,237 )
Repayments of lease liabilities 13 (991 ) (537 )
Paid interest on lease liabilities 13 (89 ) (78 )
Net cash inow from nancing activities 195,495 231,079
Net increase in cash and cash equivalents (148,536 ) 214,066
Cash and cash equivalents as of 1 January 16 256,120 40,851
Effects of exchange rate changes on cash and cash equivalents 181 1,203
Cash and cash equivalents as of 31 December 107,765 256,120
Consolidated statement of cash ows
37
GROUP ANNUAL REPORT 2021GROUP ANNUAL REPORT 2021
37
CONSOLIDATED GROUP ANNUAL
FINANCIAL STATEMENTS 2021
NOTES
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 1
GENERAL INFORMATION
Kahoot! ASA (the Company or Kahoot!), the parent company
of the Kahoot! Group (the Group) is a public limited liability
company incorporated and domiciled in Norway, with its head
is listed on Oslo Stock Exchange has the ticker “KAHOT”.
The Group is on a mission to make learning awesome! The
Group wants to empower every child, student and employee
based learning platform makes it easy to create, share and
play learning games driving compelling engagement. In
addition, the Group’s family of apps takes math learning
to a new level and empowers children to learn to read
through play. Launched in 2013, the Group’s vision is to
build the leading learning platform in the world.
for issuance by the Board of Directors on 20 April 2022.
Restated consolidated statement of prot or loss
As reported Kahoot! Drops Restated
USD in thousands Note 2020 Adj 2020 Adj 2020 2020
Revenue from contracts with customers A 30,859 (1,720) 4 29,143
Other operating income 175 - - 175
Total revenue and other operating income 31,034 (1,720) 4 29,318
Cost of sales A 3,790 (73) - 3,717
Employee benefit expens es 31,625 - - 31,625
Other operating expens es 11,553 - - 11,553
Amortization of intangible assets 1,897 - - 1,897
Depreciation 685 - - 685
Operating profit/(loss) (18,516) (1,647) 4 (20,159)
Financial income 372 - - 372
Financial expenses (329) - - (329)
Net change in fair value of financial instruments 848 - - 848
Net foreign exchange gains (los ses ) B (17,510) 1,602 - (15,908)
Net financial income (expenses ) (16,619) 1,602 - (15,017)
Profit/(loss) before income tax (35,135) (45) 4 (35,176)
Income tax (656) - - (656)
Profit/(loss) for the period (34,479) (45) 4 (34,520)
As rep orted Kahoot! Drops Restated
USD in thousands Note 2020 Adj 2020 Adj 2020 2020
Profit/(loss) for the period (34,479) (45) 4 (34,520)
Other comp rehens ive income/(los s):
Items that might be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations B (325) (1,602) - (1,927)
Item that are not reclassified to profit or loss:
Exchange difference on translation to another presentation currency 17,413 - - 17,413
Total comprehensive income/(loss) for the period (17,391) (1,647) 4 (19,034)
Restated consolidated statement of comprehensive income or loss
38
GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | CONSOLIDATED GROUPNOTE 1 CONTINUED
Restated consolidated balance sheet
As reported Kahoot! Kahoot! Drops Res tated
USD in thousands Note 31.12.2020 Adj. OB'20 Adj 2020 Adj 2020 31.12.2020
ASSETS
Goodwill C 77,745 - - 12 77,757
Intangible assets 34,373 - - - 34,373
Property, plant and equipment 409 - - - 409
Right-of-use assets 3,165 - - - 3,165
Deferred tax as set - - - - -
Total non-current assets 115,692 - - 12 115,704
Trade receivables C 2,671 - - 486 3,157
Other curren t as s ets A, C 3,316 - 73 (143) 3,247
Cash and cash equivalents 256,120 - - - 256,120
Total current assets 262,108 - 73 343 262,524
TOTAL ASSETS 377,800 - 73 355 378,228
EQUITY AND LIABILITIES
Share capital 5,228 - - - 5,228
Share premium 357,383 - - - 357,383
Share-b as ed payments res erves 5,542 - - - 5,542
Foreign currency translation reserves B (375) - (1,602) - (1,977)
Accumulated deficit A-C (79,373) (716) (45) 4 (80,130)
Total equity 288,406 (716) (1,647) 4 286,048
Lease liabilities 2,312 - - - 2,312
Deferred tax liability 5,843 - - - 5,843
Other non-current liabilities 15,447 - - - 15,447
Total non-current liabilities 23,602 - - - 23,602
Lease liabilities 964 - - - 964
Trade payables 1,817 - - - 1,817
Contract liabilities (d eferred revenue) A, C 27,899 716 1,720 351 30,686
Other current liabilities 35,111 - - - 35,111
Total current liabilities 65,791 716 1,720 351 68,578
Total liabilities 89,393 716 1,720 351 92,181
TOTAL EQUITY AND LIABILITIES 377,800 - 73 355 378,228
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GROUP ANNUAL REPORT 2021
NOTE 1 CONTINUED
Restated consolidated statement of cash ows
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
As reported Kahoot! Drops Restated
USD in thousands Note 2020 Adj 2020 Adj 2020 2020
Cash flows from operating activities
Profit/(loss) before income tax A, C (35,135) (45) 4 (35,176)
Adjustments for: - - -
Depreciation and amortization 2,582 - - 2,582
Share-based payments expense 3,069 - - 3,069
Change in trade and other receivables A, C 279 (73) (486) (280)
Change in contract liabilities (deferred revenue) A, C 13,807 1,720 351 15,879
Change in trade payables 591 - - 591
Change in other current assets and other liabilities B, C 32,191 (1,602) 131 30,720
Interes t received 372 - - 372
Financial expenses (329) - - (329)
Net cash flow from operating activities 17,426 - - 17,426
Cash flows from investing activities
Payment for acquisition of subsidiary, net of cash acquired (34,227) - - (34,227)
Payment for intangible assets - - -
Payment for property, plant and equipment (214) - - (214)
Net cash from investing activities (34,441) - - (34,441)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 241,931 - - 241,931
Transaction costs on issuance of ordinary shares (10,237) - - (10,237)
Repayments of lease liabilities (537) - - (537)
Paid interest on lease liabilities (78) - - (78)
Net cash from financing activities 231,079 - - 231,079
Net increase/(decrease) in cash and cash equivalents 214,064 - - 214,064
Cash and cash equivalents beginning of the period 40,851 - - 40,851
Effects of exchange rate changes on cash and cash equiv. 1,205 - - 1,205
Cash and cash equivalents as of end of period 256,120 - - 256,120
Notes to the reconciliation of changes from
reported to restated gures for 2020
A) Correction to the accounting estimate for deferred revenue
During the second half of 2021, the Group updated and revised
the model for estimating the recognition of revenue over time.
within the month in which a sale occurred, compared to the
model used for previously reported periods. The effect of the
retrospective change resulted in an increase in the contract
liabilities (deferred revenue) and a corresponding reduction in
revenue for the previously reported period. The updated model
had no effect on cash balances as per 31 December 2020.
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GROUP ANNUAL REPORT 2021
NOTE 1 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
B) Correction of foreign exchange differences on goodwill
and Intangible assets from acquisitions in 2020
For 2020, currency translation differences relating to goodwill and intangible
assets arising from the acquisitions of Actimo and Drops were included in
loss instead of as exchange differences on translation of foreign operations
under consolidated statement of comprehensive income or loss.
Goodwill increased by $12 thousand as per 31 December 2020
Trade receivables increased by $486 thousand as per 31 December 2020
Other current assets reduced by $143 thousand as per 31 December 2020
Contract liabilities (deferred revenue) increased by
$351 thousand as per 31 December 2020
Net effect was a positive net income contribution for the period of
The impact on basic loss per share and diluted loss
per share was $0.00 and $0.00 respectively.
The effect of the correction to the accounting estimate for
deferred revenue can be summarized as follows:
Opening balance 2020:
Contract liabilities (deferred revenue) increased by $716
FY 2020:
Contract liabilities (deferred revenue) increased by $1,716 thousand as
per 31 December 2020, offset as reduced recognized revenue (revenue
from contracts with customers) of $1,716 thousand in 2020.
Other current asset Increased by $73 thousand as per 31 December
2020, offset as reduced cost of sales of $73 thousand.
Net effect was an Increased loss for the period of $1,647 thousand,
The impact on basic loss per share and diluted loss
per share was $0.00 and $0.00 respectively.
As a result, net foreign exchange losses were overstated by $ 1,602 thousand, whereas
exchange differences on translation of foreign operations were understated by $1,602
on basic loss per share and diluted loss per share was $0.00 and $0.00 respectively.
C) Correction of balance sheet Items relating to Drops
During 2021, the Group updated and revised the model for converting Drops from
local GAAP to IFRS. The effect of the retrospective change resulted in an increase
in the goodwill, trade receivables and contract liabilities (deferred revenue) and a
the Group’s ownership period (28 November 2020 to 31 December 2020) was $4
thousand. The correction had no effect on cash balances as per 31 December 2020.
The effect of the change can be summarized as follows:
41
GROUP ANNUAL REPORT 2021
NOTE 2 | NOTE 3 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
The acquisitions of Whiteboard on 23 February 2021, Motimate on 22
April 2021 and Clever on 1 September 2021, (see note 4) resulted in
recognition of goodwill, technology, customer relationships and brand.
NOTE 2
SIGNIFICANT EVENTS IN THE CURRENT REPORTING PERIOD
by the following events and transactions during the reporting period:
NOTE 3
GENERAL ACCOUNTING PRINCIPLES
The general accounting policies applied in the preparation of
accounting principles are described in the relevant notes.
Basis of preparation
accordance with International Financial Reporting Standards (IFRS) as
endorsed by the European Union (EU) and additional disclosure requirements
in the Norwegian Accounting Act as effective 31 December 2021.
have been rounded to the nearest thousand unless otherwise stated.
Foreign currency
Functional currency, presentation currency and consolidation
The Group’s presentation currency is USD, which is the parent company’s
functional currency (the functional currency of the parent company was
NOK in 2020 – see section change in functional currency below).
For consolidation purposes, all subsidiaries with a different functional currency than
the parent company (USD) are translated at the rate applicable at the reporting
that approximates the prevailing rate at the date of transaction. The cumulative
Monetary balances in foreign currencies are translated into the functional currency at
the exchange rates on the date of the balance sheet. Foreign exchange gains and losses
42
GROUP ANNUAL REPORT 2021
NOTE 3 CONTINUED
resulting from the settlement of such transactions, and from the translation of monetary
to a presentation currency different from the parent company’s functional currency.
The Group’s consolidated balance sheet was re-translated to its presentation currency
(USD) at the rate applicable at the reporting date. Share transactions during the
reporting period were presented at the exchange rate at the date of the transaction.
at the average exchange rate that approximates the prevailing rate at the date of
transaction. The translation differences arising from the translation to the presentation
currency are presented directly as part of the corresponding categories of equity (share
Change in functional currency
As of 1 January 2021, the parent company Kahoot! ASA changed its functional currency
from NOK to USD. The change in functional currency was the result of a review of the
primary economic environment in which the entity operates, considering both current and
prospective economic substance of the underlying transactions entered into by the company.
The effect of a change in functional currency is recognized prospectively from the date
of change, considered to be 1 January 2021. Kahoot! ASA translated all items into the
new functional currency using the exchange rate at the date of the change. The resulting
translated amounts for non-monetary items are treated as their historical cost.
For the translation of equity items to the new functional currency the exchange rate
at the date of the change of functional currency were applied. This means that no
additional exchange differences arise on the date of the change. For the subsequent
changes, equity items will be translated using their transaction date rate.
FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Principles of consolidation
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The
Group controls an entity when the Group is exposed to, or has rights to, variable returns from
its involvement with the entity, and has the ability to affect those returns through its power to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealized gains on transactions
between group companies are eliminated. Unrealized losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred
asset. Figures from subsidiaries with different accounting policies are amended
to ensure consistent accounting policies for the Group are used.
If the Group loses control over a subsidiary it derecognizes the assets,
recognized in other comprehensive loss in relation to the subsidiary.
Classication of current and non-current items
in the Group’s normal operating cycle, or falls due or is expected to be realized within 12
normal operating cycle of the Group or are expected to be settled within 12 months
of the end of the reporting period, or if the Group does not have an unconditional
right to postpone settlement for at least 12 months after the balance sheet date.
Segments
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses. The Company has
determined that the Board of Directors are the chief operating decision maker.
43
GROUP ANNUAL REPORT 2021
The segment information is reported in accordance with the reporting to the
Board of Directors (the chief operating decision makers) and is consistent with
direction and strategy, resource allocation and acquisition activities. The Group
Cost of sales
Cost of sales relate directly to costs incurred on the Company’s sales through the websites
or through app stores. The Company partners with the payment gateway providers
and app stores as a marketing channel to sell their products. The payment gateways
charge fees for processing and collecting payments from website sales and app stores
collect a percentage ranging from 6% to 30% of revenues earned from the Kahoot!
app store sales as a fee for payment collections services provided to the Company.
Critical accounting judgements and key sources of estimation
uncertainty in applying the Group’s accounting policies
In applying the Group’s accounting policies, which are described in the following notes below,
the directors are required to make judgements (other than those involving estimations) that
about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and
other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the estimate
is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
(a) Critical accounting judgements
Critical accounting judgements, apart from those involving estimations (which are presented
separately below), that the directors have made in the process of applying the Group’s
disclosures for additional details on the critical accounting judgements applied.
Business combinations, note 4
(b) Signicant estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
material adjustment to the carrying amounts of assets and liabilities within the
Business combinations, note 4
Goodwill and impairment, note 11
NOTE 3 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
44
GROUP ANNUAL REPORT 2021
NOTE 4
BUSINESS COMBINATIONS
Accounting principles
The acquisition method of accounting is used to account for all business combinations.
The consideration transferred in a business combination comprises the fair values of the
assets transferred, liabilities incurred to the former owners of the acquired business, equity
interests issued by the Group, fair value of any asset or liability resulting from a contingent
consideration arrangement and fair value of any pre-existing equity interest in the subsidiary.
business combination are, with limited exceptions, measured initially at their fair
values 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-
Acquisition-related costs are expensed as incurred.
Goodwill arising on business combinations is recognized as an asset measured at the
excess of the sum of the consideration transferred, the fair value of any previously held
equity interests and the amount of any non-controlling interests in the acquired entity
If, after reassessment, the Group’s interest in the net fair value of the acquired entity’s
Where settlement of any part of cash consideration is deferred, the amounts payable in the
future are discounted to their present value as at the date of exchange. The discount rate
used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer’s previously held equity interest in the business
combination is re-measured to fair value at the acquisition date. Any gains or
Business combinations 2021
The business combinations required the use of critical accounting judgements and
estimates when identifying and valuing the intangible assets of the acquired entities.
technology, brand and customer relationship. The customer relationship relates to
existing customers for Clever and Motimate and existing subscribers for Whiteboard.
Signicant estimation uncertainty
The relief-from-royalty method has been applied to measure the fair value of the
technology and the brand. The relief-from-royalty method considers the discounted
estimated royalty payments that are expected to be avoided as a result of the patents
about churn, attrition and multiplied by a royalty rate (cost saving from owning the
technology and brand). The multi-excess earnings-method has been applied to measure
the fair value of the customer relationships. The multi-excess-earnings-method considers
the contributory asset charge that an intangible asset would have been charged by a
hypothetical third-party to use the intangible asset. The valuation is based on projected
asset charge (costs of renting intangible assets from a hypothetical third-party).
NOTE 4 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
45
GROUP ANNUAL REPORT 2021
In estimating the fair value of the technology and the brand, cost savings are
discounted using a discount rate between 8.5%-12.8%. The royalty rate for technologies
is assumed to be between 10.0%-30.0% and for the brands between 2.0%-4.0%.
after contributory asset charges are discounted using a discount rate between 8.5%-
of seven to eight years and customer relationship a useful life of ten years.
The valuation of intangible assets in business combinations are particularly
sensitive to changes in royalty rates, churn and discount rates.
Description of 2021 business combinations
Clever
Clever Inc (“Clever”) was acquired by a purchase of 100% of the shares effective from 1
September 2021. Clever, one of the most widely-used digital learning platforms in U.S. K-12
education was acquired for enterprise value (EV) of $435 – 500 million on a cash and debt-
free basis, including a performance-based element for 2021-2022 of which elements are
compensation for Clever employees’ whom prior to the acquisition was part of the Clever
Inc. share-based payment plan (“Clever Options”). This element of compensation vest
consideration was settled by a combination of cash ($254,842 thousand) and issuance
of 7,300,765 shares in Kahoot! ASA at a subscription price of NOK 64.77 per share.
The performance-based element (see also note 19) relating to Clever is determined
based on certain operational metrics at the end of 2021 and end of 2022. With respect
to the elements of compensation to employees who are part of the Clever Options,
they will also need to continue to be employees of Clever at the time the performance-
based elements are met. If an employee should forfeit on the Clever Options, the
amount forfeited are to be redistributed between the prior shareholders of Clever. In
other words, the vesting condition in the case of the Clever Options have no impact
on the total amount to be paid in connection with the business combination.
Given the contingent consideration will be determined and settled in the future, the nominal
value is discounted to present value. Present value of the contingent consideration relating
to the acquisition was initially recognized 1 September 2021 at $63,033 thousand, whereof
$47,877 thousand was current. The main three factors used in assessing the fair value of the
Clever was 8.5%. As of 31 December 2021, the fair value of the contingent consideration relating
to the acquisition was $47,524 thousand, whereof $32,144 thousand was current. The amount
attributable to the Clever Options is $14,874 thousand, and relates to the portion of unvested
share-based payment awards, subject to forfeitures. The amount accretes over time (included
respect to the portion not related to the unvested Clever Options, the changes in fair value
attributable to 2021 were settled in December 2021 and February 2022. The performance-
based elements attributable to 2022 targets are expected to be settled in February 2023.
In December 2021, the second payment was settled by a combination of
cash ($100,427 thousand) and issuance of 3,121,747 shares in Kahoot! ASA,
whereof 2,605,887 shares at a subscription price of NOK 64.77 per share,
and 515,860 shares at a subscription price of NOK 48.08 per share.
In February 2022, the third payment was settled by a combination of cash ($27,737
thousand) and issuance of 1,617,710 shares in Kahoot! ASA, whereof 1,571,345 shares at
subscription price of NOK 31.63 per share, 43,650 shares at subscription price at NOK
64.77 per share and 2,715 shares at subscription price at NOK 48.08 per share.
Provisional purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of
below, using the exchange rate as of 1 September 2021 for Clever.
Goodwill from the business combinations with Clever are attributable to synergies, and
will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
46
GROUP ANNUAL REPORT 2021
1
The earn-out will be settled by a combination of cash and shares. The liabilities incurred includes
the earned portion of unvested share-based payment awards of $20,575 thousand. These liabilities
were incurred by compensating, upon acquisition, equity-settled share-based payment awards
held by employees of Clever Inc. with cash-settled and equity settled share-based payment
awards, which are subject to forfeiture. The respective liabilities represent the portion of the
replacement awards that relates to pre-acquisition services provided by the acquiree’s employees
and were measured at the fair value and will be settled by a combination of cash and shares.
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
USD in thousands Clever
Purchase consideration
Cash consideration 368,212
Shares issued 76,128
Contingent consideration liability / earnout
1
48,159
Total purchase consideration 492,499
Brand 72,647
Technology 31,339
Customer relationships 32,172
Property, plant and equipment 344
Trade and other receivables 8,480
Cash and cash equivalents 9,657
Deferred tax liability (40,629)
Trade payables and other current liabilities (16,855)
Total net identifiable assets acquired at fair value 97,154
Total purchase consideration 492,499
Goodwill 395,345
Net cash outflow arising on acquisition
Cash consideration 254,842
Less: cash and cash equivalents acquired 9,657
Total cash consideration 245,185
Transaction costs of $2,877 thousand arose as a result of the acquisition. These have been
IFRS 3 – Business Combinations paragraph B55(a) and associated IFRIC (“IFRS Interpretation
Committee”) agenda decision, requiring that amounts that an individual employee
would forfeit were they to leave service immediately after the acquisition are not part
of the business combination, and should instead be recognised as a post-combination
expense. The amount attributable to the Clever Options $14,874, related to the portion of
unvested share-based payment awards, subject to forfeitures, is therefore not included
in the purchase consideration below, but are to accrete over time (included as part
Since the acquisition date 1 September 2021, Clever has contributed
with $15,305 thousand to the Group’s revenue and negative net income
47
GROUP ANNUAL REPORT 2021
1
The earn-out will be settled by a combination of cash and shares.
Motimate
Motimate AS (“Motimate”) was acquired by a purchase of 100% of the shares effective from 22
April 2021. Motimate, an employee engagement and learning app provider for organizations
– $27 million on a cash and debt-free basis, including a 2021 performance-based element.
The initial consideration was settled by a combination of cash ($ 9,759 thousand) and
issuance of 1,104,994 shares in Kahoot! ASA at a subscription price of NOK 93.90 per share.
The performance-based element (see also note 19) relating to Motimate is determined
based on certain operational metrics at the end of 2021. Given the contingent consideration
liability will be determined and settled in the future, the nominal value is discounted to
present value. Present value of the contingent liability (earnout) relating to the acquisition
was initially recognized 22 April 2021 at $1,814 thousand, whereof all is current. The main level
and discount rate. The discount rate applied for Motimate was 12.5%. As of 31 December
2021, the fair value of the contingent consideration relating to the acquisition was $1,972
thousand, whereof all was current. The change in fair value from initial recognition to year-
In December 2021, the second payment (deferred payment) was settled
by a combination of cash ($1,978 thousand) and issuance of 274,357 shares
in Kahoot! ASA at a subscription price of NOK 93.90 per share.
and issuance of 277,599 shares in Kahoot! ASA at a subscription price of NOK 38.24 per share.
Provisional purchase price allocation – assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of
below, using the exchange rate as of 22 April 2021 for Motimate.
Goodwill from the business combinations with Motimate are attributable to synergies,
and will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
Acquisition costs of $275 thousand arose as a result of the transaction. These have been
Since the acquisition date 22 April 2021, Motimate has contributed
with $2,999 thousand to the Group’s revenue and negative net income
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
USD in thousands Motimate
Purchase consideration
Cash consideration 11,866
Shares issued 15,050
Contingent consideration liability / earnout
1
1,814
Total purchase consideration 28,730
Brand 4,085
Technology 3,448
Customer relationships 998
Property, plant and equipment 4
Trade and other receivables 476
Cash and cash equivalents 2,522
Deferred tax liability (1,361)
Trade payables and other current liabilities (1,225)
Total net identifiable assets acquired at fair value 8,947
Total purchase consideration 28,730
Goodwill 19,783
Net cash outflow arising on acquisition
Cash consideration 9,759
Less: cash and cash equivalents acquired 2,522
Total cash consideration 7,237
48
GROUP ANNUAL REPORT 2021
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
1
The earn-out will be settled by a combination of cash and shares.
Digital Teaching Tools Finland Ltd (Whiteboard.)
that helps engage students both in the physical classroom and through remote learning
was acquired for an initial consideration of $6 million, in addition to a performance-
based element up to $6 million depending on Whiteboard’s performance in 2021-2022.
The initial consideration was settled by a combination of cash ($3,600 thousand) and
184,892 new Kahoot! ASA shares at a subscription price of NOK 110.39 per share.
based on invoiced revenue targets in 2021 and 2022 subject to EBITDA margin and a net cash
and settled in the future, the nominal value is discounted to present value. Present value
of the contingent consideration liability (earnout) relating to the acquisition was initially
recognized 23 February 2021 at $4,314 thousand, of which $2,702 thousand was non-current.
The main level three inputs used in assessing the fair value of the earnout is forecast of
12.8%. %. As of 31 December 2021, the fair value of the contingent consideration relating
to the acquisition was $2,975 thousand, whereof $1,227 thousand was current. The change
in fair value from initial recognition to year-end is recognized as net change in fair value
based elements attributable to 2021 was settled in February 2022 and the performance-
based elements attributable to 2022 targets is expected to be settled in February 2023.
In February 2022, the last payment was settled by a combination of cash ($768 thousand)
and issuance of 139,653 shares in Kahoot! ASA at a subscription price of NOK 32.34 per share.
Provisional purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of
below, using the exchange rate as of 23 February 2021 for Whiteboard.
Goodwill from the business combinations with Whiteboard are attributable to synergies,
and will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
Acquisition costs of $241 thousand arose as a result of the transaction. These have been
with $697 thousand to the Group’s revenue and positive net income
USD in thousands Whiteboard.fi
Purchase consideration
Cash consideration 3,600
Shares issued 2,402
Contingent consideration liability / earnout
1
4,314
Total purchase consideration 10,316
Brand 982
Technology 1,188
Customer relationships 341
Property, plant and equipment 12
Trade and other receivables 68
Cash and cash equivalents 293
Deferred tax liability (502)
Trade payables and other current liabilities (312)
Total net identifiable assets acquired at fair value 2,069
Total purchase consideration 10,316
Goodwill 8,246
Net cash outflow arising on acquisition
Cash consideration 3,600
Less: cash and cash equivalents acquired 293
Total cash consideration 3,307
49
GROUP ANNUAL REPORT 2021
Unaudited pro-forma business combinations 2021
If the acquisitions in 2021 had occurred on 1 January 2021, the unaudited pro-
forma revenue for the Group would have been $118,027 thousand and the
Group’s unaudited pro-forma loss would have been $5,627 thousand.
Description of 2020 business combinations
Actimo
Actimo ApS (“Actimo”) was acquired by a purchase of 100% of the shares effective on 5
October 2020. Actimo, an employee engagement platform that empowers organizations
interaction with the workforce was acquired for a total consideration of $26 million on
a debt and cash free basis including an additional performance-based element.
The performance-based element (see also note 19) requires the Group to settle an
additional consideration of an estimated $6.285 million in a combination of shares and
cash before 30 April 2021 in the event Actimo’s achieves a certain revenue target for
the year ended 31 March 2021. The fair value of the contingent consideration of $6.285
The potential undiscounted amount of all future payments that Kahoot! could be
required to make under the contingent consideration arrangement is between USD
nil and $7 million. The performance-based element was fully settled in May 2021.
The total initial consideration was settled by a combination of cash and 1,114,963
new Kahoot! ASA Shares at a subscription price of NOK 46.82 per share.
In May 2021, the performance-based element was settled by a
combination of cash ($4,734 thousand) and issuance of 186,039 shares
in Kahoot! ASA at a subscription price of NOK 86.62 per share.
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of
below, using the exchange rate as of 5 October 2020 for Actimo.
Goodwill from the business combinations with Actimo are attributable to synergies, and
will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
Acquisition costs of USD 266 thousand have been recognized as part of other
Following the acquisition date 5 October 2020, Actimo contributed $1,125 thousand to
the Group’s revenue and a loss of $556 thousand to the Group’s total loss in 2020.
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
USD in thousands
Actimo
Purchase consideration
Cash consideration 21,034
Shares issued 5,643
Contingent liability / earn-out 6,285
Total purchase consideration 32,962
Brand 332
Technology 7,953
Customer relationships -
Property, plant and equipment -
Trade and other receivables 1,559
Cash and cash equivalents 1,503
Deferred tax liability (1,049)
Trade payables and other current liabilities (3,459)
Total net identifiable assets acquired at fair value 6,839
Total purchase consideration 32,962
Goodwill 26,123
Net cash outflow arising on acquisition
Cash consideration 21,034
Less: cash and cash equivalents acquired 1,503
Total cash consideration 19,531
50
GROUP ANNUAL REPORT 2021
PlanB Labs Oü (Drops)
PlanB Labs Oü (“Drops”, hereafter referred to as Drops) was acquired by a purchase
of 100% of the shares effective on 28 November 2020. Drops, a growing language
learning company was acquired for an initial consideration of $21 million on a debt and
cash free basis in addition to a performance-based element estimated to be $20.673
million depending on Drops’ performance for the years ended 31 December 2020,
2021 and 2022. The initial consideration was settled by a combination of cash and
859,169 new Kahoot! ASA Shares at a subscription price of NOK 62.63 per share.
The performance-based element (see also note 19) relating to Drops is determined based
condition. Given the contingent consideration liability will be determined and settled in the
future, the nominal value is discounted to present value. Present value of the contingent
consideration liability (earnout) relating to the acquisition was initially recognized 28
November 2020 at $20,637 thousand, of which $15,037 thousand was non-current as at
acquisition date 28 November 2020. The potential undiscounted amount of all future
payments that Kahoot! could be required to make under the contingent consideration
arrangement is between USD 10 million and USD 29 million. The main level three inputs
discount rate. The discount rate applied for Drops was 12.5%. The performance-based
elements attributable to the 2020 targets was settled in February 2021, whereas the
performance-based elements attributable to the 2021 targets was settled in February 2022.
The performance-based elements attributable to 2022 targets is expected to be settled
in February 2023. As of 31 December 2020, the fair value of the contingent consideration
relating to the acquisition was $20,882 thousand, whereof $15,182 thousand was non-
current. As of 31 December 2021, the fair value of the contingent consideration relating
to the acquisition was $12,993 thousand, whereof $7,993 thousand was non-current.
The change in fair value from initial recognition to year-end is recognized as net change
In February 2021, the second payment was settled by a combination of cash ($4,109 thousand)
and issuance of 121,618 shares in Kahoot! ASA at a subscription price of NOK 116.30 per share.
In February 2022, the third payment was settled by a combination of cash ($3,570 thousand)
and issuance of 344,840 shares in Kahoot! ASA at a subscription price of NOK 36.42 per share.
Purchase price allocation - assets acquired and liabilities assumed
The amounts recognized at the date of business combinations in respect of
below, using the exchange rate as of 28 November 2020 for Drops.
Goodwill from the business combinations with Drops are attributable to synergies, and
will lead to additional value for the Group’s subscription-based product offering when
combined with the Kahoot! products and marketing as one product going forward.
Acquisition costs of USD 275 thousand have been recognized as part of other
Following the acquisition date 28 November 2020, Drops contributed
USD 726 thousand to the Group’s revenue and a negative net income
contribution of $104 thousand to the Group’s total loss in 2020.
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
51
GROUP ANNUAL REPORT 2021
NOTE 4 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
USD in thousands Drops
Purchase consideration
Cash consideration 16,372
Shares issued 6,073
Contingent liability / earn-out 20,673
Total purchase consideration 43,118
Brand 1,067
Technology 17,057
Customer relationships -
Property, plant and equipment 45
Trade and other receivables 1,769
Cash and cash equivalents 1,676
Deferred tax liability (3,625)
Trade payables and other current liabilities (3,851)
Total net identifiable assets acquired at fair value 14,138
Total purchase consideration 43,118
Goodwill 28,980
Net cash outflow arising on acquisition
Cash consideration 16,372
Less: cash and cash equivalents acquired 1,676
Total cash consideration 14,696
Unaudited pro-forma business combinations 2020
If the acquisitions in 2020 had occurred on 1 January 2020, the unaudited
pro-forma revenue for the Group would have been $39,211 thousand and
the Group’s unaudited pro-forma loss would have been $35,972 thousand.
52
GROUP ANNUAL REPORT 2021
NOTE 5
REVENUE
Accounting principles
The revenue in the Group is generated from different subscriptions. The accounting
principles for the different categories of revenue are described below.
Sale of subscriptions
Subscriptions are sold either through the Group’s websites or through apps. The app itself
is for free, but it is possible to sign up for different subscriptions based on a monthly price
(through an in-app purchase). These subscriptions are cloud-based. They are presented in
different ways for the different customer-types, but the underlying products are the same.
The subscriptions are not customized to the individual customers. Subscriptions
are mostly prepaid, typically by twelve months or on a monthly basis. Certain
subscriptions are sold with a lifetime payment. Life-time payment means a one-
time payment for lifetime access. The subscriptions are mainly paid upfront
by credit cards based on the contractually agreed subscription period.
and content without notifying the customers and customers are exposed
to any positive or negative effects from these possible changes.
The transaction price is the agreed subscription fee. The subscriptions are the only
performance obligation. The design and the content might change during the subscription
period and the customers have an expectation that the products will be updated. The
Group delivers a subscription which gives the customer access to the subscribed services.
Revenue from the subscriptions is recognized over time, over the subscription period.
Revenue from lifetime subscriptions is recognized over time based on the expected customer
use period of a lifetime subscription. The Group has estimated the expected customer
use period to be two years. The expected use period of an active user has been calculated
based on the history of the annual subscriptions and customer retention. The Group has
As the Group develop and acquire new businesses, these products are over time integrated
in relevant subscriptions as part of a customer’s access to the Kahoot! platform.
Sale of access to a digital platform - app providers
The Group provide app providers access to a digital platform used by schools to provide the
students a digital classroom. The customer is the app provider, who get access to their users
through the digital platform. The access to the platform is the only performance obligation.
The transaction price is a monthly fee (prepaid 12 months up-front) based on the number of
schools that are connected to the customer’s (i.e. the app providers) application. The fee is
determined based on the number of included connections. If actual connections exceed the
number of included connections, the app provider will be invoiced for the actual number
of connections and for the remaining number of months in the subscription period.
Sale of access to a digital platform – corporate
The Group has subscriptions on different products that grant the customers access
to platforms that enables the corporate customer to educate, communicate and
support their employees. The subscriptions are invoiced through a subscription
fee (either invoiced as prepaid 12 months or invoiced on a monthly basis).
The services include several performance obligations such as SaaS services, SMS-services,
customer support services support, content production and consultancy hours. Setup
services differs between the products. Where the set-up services cannot be performed
by other providers, the set-up is not a separate performance obligation, but included
in the subscription. If the set-up services can be performed by other providers, set-
up services are considered to be a separate distinct performance obligation.
The subscriptions delivered are cloud-based and the service cannot be used without
access to the platforms through the internet. The transaction price is allocated to the
different performance obligation according to their fair value. Variable consideration
relates to additional services. Revenue from the subscriptions is recognized over
NOTE 5 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
53
GROUP ANNUAL REPORT 2021
time according to the subscription period. SMS services and customer support
services are recognized over time according to consumption. Revenue related to any
additional SMS services, set-up services, content production, support or consultancy
services are recognized when the service is performed (point in time recognition).
Partner sales
Subscriptions are also sold via a third party (though a Partner agreement). The Group
provides its subscription to customers from the Partner’s network in exchange for
over the services provided to the end customer the Group is considered as the
principal for the services delivered. Revenue from partner sales is recognized on a
gross basis with any related expenses recognized separately as cost of sales.
Sale of apps
Kahoot! offers stand-alone apps that customers can purchase through app stores. At the time
of purchase the apps are sold and customers have access to the apps with no time limit. The
considered a separate performance obligation. Customers are granted a right to use the
subscription and the revenue is recognized at a point in time. The sales price is the amount
paid in the app store. The app stores are collecting the payment on behalf of the Group.
The revenue related to app purchases is recognized at a point in time
Sale to schools
The Group provides a learning tool to schools which was further developed and
transformed in 2021. The subscription includes a locally installed software and a
SaaS service that enable the teachers to analyze progress, providing online learning
and interaction, including managing access. Further, the student can store its
progress and continue working at any computer. Without the cloud functionality
the school will not be able to train and follow up their students in a digital way.
The contract has been determined to have one performance obligation
The subscriptions are recognized over time according to the subscription period.
Contract liabilities
Contract liabilities relate to advances from customers for licenses paid in advance.
Description
NOTE 5 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Disaggregating of revenue
Res tated
USD in thousands 2021 2020
Subscription revenue - recognized over time
90,081 26,030
Other revenue - recognized at point in time 935 3,113
Total revenue from contracts with customers 91,016 29,143
Other operating income 249 175
Total revenue and other operating income 91,265 29,318
Contract assets and contract liabilitie s
Res tated
USD in thousands 2021 2020
Contract liabilities at 1 January 30,686 6,788
Acquisition of business (note 4) 15,075 5,881
New contract liabilities 104,962 22,370
Revenue reco gniz ed in current year (89,190) (3,943)
Exchange dif ferences (761) (410)
Contract liabilities at 31 December 60,772 30,686
Disaggregating of revenue
Contract assets and contract liablities
54
GROUP ANNUAL REPORT 2021
No contract assets were recognized for the years then ended.
Information about major customers
The Company does not have single customers that generate
10% or more of the entity’s total revenue.
Revenue by geography
In presenting the geographic information, revenue has been
based on the geographic location of customers.
NOTE 5 CONTINUED | NOTE 6 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Revenue by geography
Res tated
USD in thousands 2021 2020
USA and Canada 49,305 13,242
Europe 28,594 11,639
Asia Pacific 8,185 2,474
Latin America and The Caribbean 3,524 1,227
Africa, The Middle East, and India 1,659 737
Total revenue and other operating income 91,265 29,318
Revenue by geography
NOTE 6
EMPLOYEE BENEFIT EXPENSE
Accounting principles
Pension plans
The Group’s Norwegian entities are obligated to follow the stipulations
in the Norwegian Mandatory Occupational Pensions Act. The Group’s
pension scheme adheres to the requirements, as set in the Act.
The pension rights of the Group’s employees vary between the legal entities.
plans had 246 members in 2021 and 172 in members in 2020.
2
See note 17 for further description of share-based payments.
3
See note 4 for further description of Clever Options.
Specication of employee expense
USD in thousands 2021 2020
Salaries and wages 29,910 11,875
Social security tax
1
(4,267) 15,690
Share based payments
2
10,517 3,069
Share based payments Clever Options
3
5,023 -
Pens ion expenses 595 304
Other benefits 1,457 687
Total 43,235 31,625
1
Of which social security tax related to share based payments
(7,552) 14,210
Average full-time employees 291 139
55
GROUP ANNUAL REPORT 2021
NOTE 7
OTHER OPERATING EXPENSES
NOTE 7 | NOTE 8 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Specication of auditor’s fees
Other operating cost consists of the following:
Other operating cost consists of the following:
USD in thousands 2021 2020
IT and hosting services 8,847 3,833
Consulting services 11,062 5,040
Other operating expens es 9,824 1,687
Transaction costs 3,608 540
Listing preparation cost 3,011 453
Total other operating expenses 36,351 11,553
Specification of auditors' fees:
USD in thousands 2021 2020
Statutory audit (Deloitte) 1,646 29
Statutory audit (Others) 11 -
Other ass u rance s ervices (D eloitte) 53 42
Tax advisory services (Deloitte) 4 4
Other advis ory services (D eloitte) 196 -
Total 1,910 75
NOTE 8
INCOME TAX
Accounting principles
loss, except to the extent that it relates to items recognized in other comprehensive loss or directly in equity.
Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the end of the reporting period in the countries where the company and its subsidiaries
operate and generate taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation and
considers whether it is probable that a taxation authority will accept an uncertain tax treatment.
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.
Deferred tax
Deferred tax assets and liabilities are calculated on the basis of temporary differences
basis, together with tax losses carried forward at the balance sheet date. Deferred tax assets
and liabilities are calculated based on the tax rates and tax legislation that are expected to
apply when the assets are realized or the liabilities are settled, based on the tax rates and tax
legislation that have been enacted or substantially enacted on the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax
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
available, against which the assets can be utilized. Deferred tax assets and liabilities are not discounted.
56
GROUP ANNUAL REPORT 2021
NOTE 8 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Specication of income tax
Specication of deferred tax assets/liabilities recognized in the consolidated balance sheet
Specification of income tax
USD in thousands 2021 2020
Income tax credit (270) (324)
Deferred tax in come (1,568) (331)
Total income tax (1,838) (656)
USD in thousands
Opening
balance 2021
Charged to
income
Business
combination
Foreign
exchange
Closing
balance 2021
Fixed ass ets (3) (53) (102) - (158)
Receivables 18 (21) 2 - (1)
Soc. sec. cost share-based payments 3,982 (2,357) - (67) 1,558
Tax losses carried forward 16,104 (2,246) 9,739 (555) 23,042
Intangible assets (5,843) 1,568 (42,493) 480 (46,288)
Net deferred tax ass ets /(liabilities ) 14,258 (3,109) (32,854) (142) (21,847)
Non-recogniz ed deferred tax as s ets (20,101) 4,677 (9,639) 622 (24,441)
Net tax liability (5,843) 1,568 (42,493) 480 (46,288)
USD in thousands
Opening
balance 2020
Charged to
income
Business
combination
Foreign
exchange
Closing
balance 2020
Fixed ass ets (7) 4 - - (3)
Receivables (1) 19 - - 18
Soc. sec. cost share-based payments 1,061 2,620 - 301 3,982
Tax losses carried forward 7,680 7,373 805 246 16,104
Intangible assets (1,346) 331 (4,674) (154) (5,843)
Net deferred tax ass ets /(liabilities ) 7,387 10,347 (3,869) 394 14,258
Non-recogniz ed deferred tax as s ets (8,733) (10,016) (805) (547) (20,101)
Net tax liability (1,346) 331 (4,674) (154) (5,843)
Deferred tax assets and liabilities are offset when there is a legally enforceable right
to offset current tax assets against current tax liabilities and when the deferred taxes
assets and liabilities relate to income taxes levied by the same taxation authority
statements are subject to income tax in the countries where they are domiciled.
57
GROUP ANNUAL REPORT 2021
NOTE 8 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Re conciliation of e ffective tax rate
Restated
USD in thousands 2021 2020
Profit/(loss) before income tax (3,718) (35,176)
Expected income tax assessed at the tax rate for the Parent company 22 % (818) (7,739)
Adjusted for the tax effect of the following items:
Non-deductible expenses 973 93
Non-taxable income (965) (3)
Income tax cred it (270) (324)
Share-based payments 3,419 675
Change in unrecogn. deferred tax asset adjusted for business comb. (4,158) 6,514
Change in valuation of acquired deferred tax benefit - 117
Other (19) 11
Income tax (1,838) (656)
Effective tax rate 49.4 % 1.9 %
Remaining lifetime of tax losses (net tax value)
USD in thousands 2021 2020
Denmark 1,128 1,076
Finland 306 267
Norway 10,808 12,691
UK 1,382 1,402
US 9,418 668
Total 23,042 16,104
USD in thousands 2021 2020
0-10 years 306 267
10-20 years 4,114 249
Without time limit 18,622 15,588
Total 23,042 16,104
Reconciliation of effective tax rate
Remaining lifetime of tax losses (net tax value)
58
GROUP ANNUAL REPORT 2021
NOTE 9 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 9
Accounting principles
(loss) attributable to ordinary equity holders of the parent company by the
weighted average number of ordinary shares outstanding during the period.
The calculation of diluted earnings per share is consistent with the calculation
of the basic loss per share, but at the same time gives effect to all dilutive
potential ordinary shares that were outstanding during the period, by
outstanding for the effects of all dilutive potential shares, for example:
of the parent company shares is adjusted for changes that would
result from the conversion of the dilutive potential ordinary shares.
The weighted average number of shares is increased by
the weighted average number of additional ordinary
shares that would have been outstanding, assuming the
conversion of all dilutive potential ordinary shares.
1
The Company has 25,098,471 potential dilutive shares from share options
outstanding, that can become dilutive in future periods (2020: 20,081,975).
Restated
(USD in thousands except share and per share amounts) 2021 2020
Basic earnings (loss) per share (0.00) (0.09)
Diluted earnings (loss) per share (0.00) (0.09)
Profit/(loss) for the year
Used for calculating basic earnings (loss) per share (1,880) (34,520)
Used for calculating diluted earnings (loss) per share (1,880) (34,520)
Weighted average number of shares used as the denominator in calculating
basic earnings (loss) per share
465,851,001 403,356,633
Weighted average number of shares outstanding for diluted earnings (loss)
per s hare
1
465,851,001 403,356,633
Description
The calculations of earnings (loss) per share attributable to the ordinary equity
holders of Kahoot! ASA are based on the below net loss and share data.
59
GROUP ANNUAL REPORT 2021
NOTE 10
INTANGIBLE ASSETS
Accounting principles
accumulated amortization and any impairment charges. Amortization is calculated on a
straight-line basis over the assets’ expected useful life and adjusted for any impairment
Internally generated intangible assets
Expenditures on research activities, undertaken with the prospect of gaining new
Expenditures on development activities are capitalized, if, and only
if, all of the following conditions have been demonstrated:
the technical feasibility of completing the intangible
asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
complete the development and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable
to the intangible asset during its development
Capitalized development costs include costs directly attributable to
development of the intangible, such as personnel expenses and consultancy
services. Otherwise, such expenses are expensed as and when incurred.
The amount initially recognized for the internally generated asset is the sum of expenditure
above. Where no internally generated intangible asset can be recognized, development
expenditure is recognized in the income statement in the period in which it is incurred.
The continual enhancement of the Kahoot! platforms is a key strategy to achieve the Group’s
goals, as the Kahoot! Group operates in a competitive environment, with well-funded and
innovative competitors. Failure to maintain the pace of change and technology development
would lead to a reduction in economic returns. The Kahoot! Group continues to invest in the
functionality of its products and to improve the experience for all of its users and there is
judgment in how to account for this subsequent expenditure on its existing intangible assets.
Judgment is required in evaluating whether subsequent development expenditure is to
be capitalized as an internally generated intangible asset or expensed as incurred. The key
elements of judgment are whether the development project will generate incremental
an increase in revenues or reduction in costs. Only those projects that are a substantial
The expensed cost related to research and development amounted to
USD 10,329 thousand in 2021 (USD 5,574 thousand in 2020).
NOTE 10 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
60
GROUP ANNUAL REPORT 2021
NOTE 10 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
USD in thousands
Internally
gen erated
intangible
assets
Technology Brands
Cus tomer
relationships
Other Total
Cost
Cost at 1 January 2020 4,400 4,216 2,108 - 266 10,990
Additions - - - - - -
Acquisition of business (note 4) - 25,010 1,399 - - 26,409
Exchange differences 128 960 107 - 8 1,203
Cost at 31 December 2020 4,528 30,186 3,614 - 274 38,602
Additions 1,477 1,801 - - - 3,278
Acquisition of business (note 4) - 35,975 77,714 33,511 104 147,304
Exchange differences (159) (2,394) (469) (77) (1) (3,100)
Cost at 31 December 2021 5,846 65,568 80,859 33,434 377 186,084
Amortization and impairment
Accumulated at 1 January 2020 1,760 200 - - 127 2,087
Amortization for the year 821 1,030 28 - 18 1,897
Exchange differences 136 100 2 - 7 245
Accumulated at 31 December 2020 2,717 1,330 30 - 152 4,229
Amortization for the year 1,718 5,723 218 1,164 25 8,848
Exchange differences (19) (243) (12) (3) - (277)
Accumulated at 31 December 2021 4,416 6,810 236 1,161 177 12,800
Carrying amount at 31 December 2020 1,811 28,856 3,584 - 122 34,373
Carrying amount at 31 December 2021 1,430 58,758 80,623 32,273 200 173,284
Amortization method Linear Linear Linear Linear Linear
Estimated useful life 3-5 years 5-8 years
5 years -
Indefinite
10 Years 10 Years
61
GROUP ANNUAL REPORT 2021
NOTE 11 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 11
GOODWILL AND IMPAIRMENT
Accounting principles
Goodwill
the synergies of the combination that gave rise to the goodwill. A cash-generating
As of 31 December 2021, goodwill relates entirely to the acquired companies. Goodwill in the
acquisitions of Dragonbox, Poio, Actimo, Drops, Whiteboard and Motimate are all allocated
to Kahoot! Group level. Synergies from these acquisitions are expected to be realized at
Kahoot! Group level through the integration of these products in the Kahoot! subscriptions.
Goodwill in the acquisition of Clever is allocated to Clever and Kahoot! Group level.
As of 31 December 2021 Actimo, Drops, Whiteboard and Motimate are
separate cash-generating units, but for the purpose of goodwill impairment
stemming from the Kahoot! product (Kahoot! excluding acquired business).
Clever is a separate cash-generating unit that is tested separately.
Impairment of assets
Cash-generating units to which goodwill has been allocated, are
tested for impairment annually or more frequently if there is any
indication that the cash-generating unit may be impaired.
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,
generating unit to which the asset belongs. If the recoverable amount of the cash-generating
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.
If it is not possible to estimate the recoverable amount of an individual asset, the group
determines the recoverable amount of the cash-generating unit to which the asset belongs.
An impairment loss recognized for goodwill is not reversed in a subsequent period.
are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
available for use are tested for impairment annually by comparing its carrying
amount with its recoverable amount. and whenever there is an indication
at the end of a reporting period that the asset may be impaired.
Description
The Group had goodwill and intangible assets related to the acquisitions
of DragonBox and Poio in 2019, Actimo and Drops in 2020 and
Whiteboard, Motimate and Clever in 2021, see note 4.
The Group has also acquired brands as part its intangible assets. Brands
continually sell products under the respective acquired brands.
62
GROUP ANNUAL REPORT 2021
NOTE 11 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
I
mpairment test 2021
Goodwill was tested for impairment at the end of 2021. No impairment losses were
Signicant estimation uncertainty
growth model with the perpetual growth of 1.5%). The net discounted cash
business plans set up by the management based on the business plans resulting
in the group’s strategic long-term plans, adjusted for relevant recent changes in
internal short-term forecasts. The main input parameters in the model were:
Invoiced revenue
Operational cost base.
Invoiced revenue is the amount invoiced to customers in the relevant period. The model
input uses Invoiced revenue of $195 million in 2022, growing to $500 million in 2025.
The implied compound annual growth rate in the period 2022 to 2025 is 38%. For 2026,
invoiced revenue is estimated growing with approximately 30%. The revenue growth
thereafter is captured in the terminal value, see description above on applied method
USD in thousands 2020
Acquisition
Exchange
difference
2021
Kahoot! 77,745 148,687 (6,701) 219,731
Clever - 274,699 - 274,699
Total goodwill 77,745 423,386 (6,701) 494,430
Intangible assets - brands 2,169 77,714 (358) 79,524
The carrying amounts of goodwill and intangible assets
operational cost base is derived from the internal business plan set up by management
adjusted for relevant changes in internal short-term forecasts, such as actual operational
cost base at year-end 2021. The implied compound annual growth rate in the period
2022 to 2026 is 31%. The lower compound annual growth rate on operational cost base
compared to invoiced revenue is due to scalability of the business model. The implied
cost base for the relevant period) for 2022 through 2026 ranges from 33 to 40%.
The required rate of return was calculated using the WACC method. The input
data of the WACC was chosen by an individual assessment of each parameter.
Information from representative sources and peer groups was used to determine
the best estimate. The WACC was calculated to be 8.6% (2020: 8.5%). The same
forecast period of the business cases. The following parameters were applied:
Risk-free interest rate: 1.4%. Based on weighted 10-year governmental bond derived
and weighted from the markets in which Kahoot! derives its revenue from
Beta: 1.2. Based on an estimated unlevered beta for peer companies
chosen on basis of industry sector levered to the group’s structure.
Market Risk Premium: 6.0% (post tax). Based on market sources.
Sensitivity analysis
The Group has prepared a sensitivity analysis of the impairment tests to
changes in the key assumptions which are terminal growth rate and discount
rate. Any reasonably possible changes in the key assumptions would not cause
the aggregate carrying amount exceeding the recoverable amount.
63
GROUP ANNUAL REPORT 2021
NOTE 12 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 12
PROPERTY, PLANT AND EQUIPMENT
Accounting principles
Property, plant and equipment are stated at historical cost, less accumulated depreciation
and any impairment charges. Depreciation is calculated on a straight-line basis over the
assets’ expected useful life and adjusted for any impairment charges. Ordinary repairs and
comparing the disposal proceeds with the carrying amount and are included in operating
Property, plant and equipment are reviewed for potential impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset exceeds its recoverable amount.
The difference between the asset’s carrying amount and its recoverable
Property, plant and equipment that have suffered impairment are reviewed
for possible reversal of the impairment at each reporting date.
USD in thousands
Equipment and
fixtu res
Cost at 1 January 2020 490
Additions 214
Acquisition of business (note 4) 45
Exchange differences (20)
Cost at 31 December 2020 729
Additions 216
Acquisition of business (note 4) 361
Exchange differences (12)
Cost at 31 December 2021 1,294
Depreciation
Accumulated at 1 January 2020 177
Depreciations for the year 125
Exchange differences 18
Accumulated at 31 December 2020 320
Depreciations for the year 351
Exchange differences (10)
Accumulated at 31 December 2021 661
Carrying amount at 31 December 2020 409
Carrying amount at 31 December 2021 633
Depreciation meth od Linear
Estimated useful life 3 to 5 years
64
GROUP ANNUAL REPORT 2021
NOTE 13 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 13
LEASING
Accounting policies
Contracts may contain both lease and non-lease components. The Group allocates the
consideration in the contract to the lease and non-lease components based on their
relative stand-alone prices. The lease agreements do not impose any covenants.
Assets and liabilities arising from a lease are initially measured on a present value
The lease payments are discounted using the lessee’s incremental borrowing
rate, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right-of-use asset in a
similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group uses a build-up approach
that starts with a risk-free interest rate similar to the length of the lease adjusted
for margin relevant for the company and the assets held by the Group.
The Group is exposed to potential future increases in variable lease payments
based on an index, which are not included in the lease liability until they take
effect. When adjustments to lease payments based on an index or rate take effect,
the lease liability is reassessed and adjusted against the right-of-use asset. Lease
rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the amount of the
initial measurement of lease liability, lease payments made at or before the
commencement day, less any lease incentives received and any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful
life and the lease term on a straight-line basis. The right-of-use assets are reviewed
for potential impairment whenever events or changes in circumstances indicate
that the carrying amount of the asset exceeds its recoverable amount.
Payments associated with short-term leases and all leases of low-value assets
term leases are leases with a lease term of 12 months or less. Low-value
will need more space going forward and no extension is expected.
IT and hosting services are expensed as part of other operating expenses. Hosting
agreements for physical servers are within scope of IFRS 16 and deemed to be short-term
leases as the contracts can be cancelled within a few months by both parties with no
substantial economic penalty. Cloud storage agreement contracts have been evaluated by
Description
term leases and not recognized as part of the right-of-use assets and lease liabilities.
65
GROUP ANNUAL REPORT 2021
NOTE 13 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Carrying amount of right-of-use assets by class of underlying asset
USD in thousands 31.12.2021 31.12.2020
Buildings 2,909 3,165
Cars 19 -
Total right-of-use assets 2,928 3,165
Useful life 2-7 years 7 years
Depreciation meth od Straight-line Straight-line
Carrying amount of right-of-use assets by class of underlying asset
$1,542 thousand). Additions to right-of-use assets were $677 thousand in 2021 ($439 thousand in 2020).
Lease liabilities
Amounts recognized in the consolidated statement of prot or loss
Le ase liabilities
USD in thousands 31.12.2021 31.12.2020
Current 1,007 964
Non-current 2,044 2,312
Total lease liabilities 3,051 3,276
Amounts recognized in the consolidated statement of profit or loss
USD in thousands 2021 2020
Depreciation of right of use asset 1,006 560
Interes t expens e 89 78
Expens es relating to s hort-term leas es 1,247 922
Expenses relating to leases of low-value 10 6
Reconciliation of lease nancing liabilities cash and non-cash changes activities
Maturity prole lease liability
Maturity profile lease liability
USD in thousands
Less than 1 year 1-3 years 3-5 years Over 5 years
Total contractual
cash flows
Leas e liabilities 31 Decemb er 20 2 1 2,152 4,358 3,518 1,164 11,192
Leas e liabilities 31 Decemb er 20 2 0 980 1,418 1,070 - 3,468
Reconciliation of lease financing liabilities cash and non-cash changes activities
USD in thousands 2021 2020
Opening balance 1 January 3,276 3,162
Cash changes
Repayments of lease liabilities (991) (537)
Paid interest on lease liabilities (89) (78)
Non-cash changes
Initial recognition of new leases 677 439
Index regulation 172 166
Accrued in teres t 89 78
Currency translation effects (83) 46
Clos ing balance 31 D ecember 3,051 3,276
66
GROUP ANNUAL REPORT 2021
NOTE 14 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 14
TRADE RECIEVABLES
Accounting policies
Trade receivables are initially measured at fair value.
Trade receivables are non-interest bearing and trading
as current. The receivables are subsequently measured
at amortized cost using the effective interest method, if
the amortization effect is material, less loss allowance.
Due to the short-term nature of the trade
receivables, their carrying amount is considered
to be the same as the transaction price.
Loss allowance and risk exposure
measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables.
and customer contracts in the previous years. The majority
of the Group’s revenue is invoiced annually in advance
with immediate payment through automated sales.
Receivables are grouped into categories and the
collecting once receivables are overdue.
Description
USD in thousands
2021 2020
Trade receivab les
12,187 3,204
Loss allowance
(423) (47)
Total trade receivab les , net
11,764 3,157
USD in thousands
2021 2020
Trade receivab les
12,187 3,204
Loss allowance
(423) (47)
Total trade receivab les , net
11,764 3,157
The basis for the loss allowance was determined as follows:
The basis for the loss allowance was determined as follows:
31 December 2021
USD in thousands
Current
More than 30
days past due
More than 60
days past due
More than
120 days past
due
Total
Expected los s rate 1.0 % 2.0 % 5.0 % 50.0 %
Gross carrying amount - trade receivables 10,427 610 598 553 12,187
Los s allowance - trade receivables 104 12 30 277 423
31 December 2020
USD in thousands
Current
More than 30
days past due
More than 60
days past due
More than
120 days past
due
Total
Expected los s rate 1.0 % 2.0 % 5.0 % 50.0 %
Gross carrying amount - trade receivables 2,810 234 145 15 3,204
Los s allowance - trade receivables 28 5 7 8 47
Movements in provis ion for expected credit los s es
USD in thousands 2021 2020
Balance at the beginning of the year 47 57
Provis ion for expected credit loss es 550 375
Business combinations (note 4) 254 -
Amounts written off during the year as uncollectable (426) (375)
Impairmen t los s es revers ed (1) (10)
Balance at the end of the period 423 47
Movements in provision for expected credit losses
67
GROUP ANNUAL REPORT 2021
NOTE 15 | NOTE 16 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 15
OTHER CURRENT ASSETS
Other current assets consist of the following:
Deferred cost of sales relates to app store costs where the related revenue is deferred.
Other current assets consist of the following:
Res tated
USD in thousands 2021 2020
Deferred cos t of s ales 1,706 1,085
Inventory 103 95
Prepaid expens es 2,200 1,320
Other receivables 1,295 747
Total other current assets 5,304 3,247
NOTE 16
CASH AND CASH EQUIVALENTS
Accounting policies
Cash and cash equivalents include bank deposits. Cash and cash equivalents
in foreign currencies are translated at closing rate. The consolidated
Cash and cash equivalents
USD in thousands 2021 2020
Bank deposits 107,765 256,120
Total cash and cash equivalents 107,765 256,120
Restricted cash included in the above:
Withholding tax in relation to employee benefits 698 538
Depos its 703 470
Cash and cash equivalents
68
GROUP ANNUAL REPORT 2021
NOTE 17 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 17
Accounting policies
Share-based payment
Equity-settled, share-based payments are measured at fair value (excluding
the effect of non-market-based vesting conditions) at the grant date.
expense, with a corresponding increase in equity. The vesting period is the
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
conditions. It recognizes the impact of the revision to original estimates,
The fair value at the grant date is determined using the Black-Scholes-Merton
option pricing model, which takes into account the exercise price, the life of
the option, the current price of the underlying shares, the expected volatility
of the share price, any dividends expected on the shares and risk-free interest
rate for the life of the option. The expected share price volatility is based on
historical volatility for a selection of comparable listed companies adjusted
with a premium taking into account the maturity of the peers compared to
the Group. The risk-free interest rate is based on zero-coupon government
bonds with a term equal to the expected term of the option being valued.
Social security contributions payable in connection with an option grant are
considered an integral part of the grant itself. The charges are treated as cash-
settled, share-based payments and re-measured at each reporting date.
When the options are exercised, the appropriate number of shares are transferred
to the employee. The proceeds received from the exercise of the options (net of
any directly attributable transaction costs) are credited directly to equity.
Share-based payment Clever Options
requirements following IFRS 3 – Business Combinations paragraph B55(a) and associated IFRIC
(“IFRS Interpretation Committee”) agenda decision, requiring that amounts that an individual
employee would forfeit were they to leave service immediately after the acquisition are not part of
the business combination, and should instead be recognised as a post-combination expense. The
amount attributable to the Clever Options $14,874 thousands, related to the portion of unvested
share-based payment awards, subject to forfeitures. The amount accretes over time (included
Components of share-based payments in profit and loss
USD in thousands
2021 2020
Share options - equity settled (note 6)
10,517
3,069
Share options - Clever options (note 4)
5,023 -
Social security tax related to share based payments (note 6)
(7,552) 14,210
Total 7,988 17,279
Granted instruments 2021 2020
Quantity 31.12 (instruments) 9,082,000 7,630,500
Quantity 31.12 (shares) 9,082,000 7,630,500
Contractual life
1
4.71 4.63
Exercis e price (NOK)
1
48.42 47.59
Share price (NOK)
1
55.69 42.99
Expected lifetime
1
3.04 2.76
Volatility
1
45% 47%
Interes t rate
1
0.91% 0.20%
FV per instrument (NOK)
1
20.53 14.48
Vesting conditions service service
1
Weighted average p arameters at grant of ins trument
Components of share-based payments in prot and loss
69
GROUP ANNUAL REPORT 2021
NOTE 17 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Components of share-based payments in profit and loss
USD in thousands
2021 2020
Share options - equity settled (note 6)
10,517
3,069
Share options - Clever options (note 4)
5,023 -
Social security tax related to share based payments (note 6)
(7,552) 14,210
Total 7,988 17,279
Granted instruments 2021 2020
Quantity 31.12 (instruments) 9,082,000 7,630,500
Quantity 31.12 (shares) 9,082,000 7,630,500
Contractual life
1
4.71 4.63
Exercis e price (NOK)
1
48.42 47.59
Share price (NOK)
1
55.69 42.99
Expected lifetime
1
3.04 2.76
Volatility
1
45% 47%
Interes t rate
1
0.91% 0.20%
FV per instrument (NOK)
1
20.53 14.48
Vesting conditions service service
1
Weighted average p arameters at grant of ins trument
Share-based payments
The Company has had a long-term share incentive scheme for employees in the
Company and its subsidiaries since 2015. Employees are, on an individual basis, granted
rights to acquire shares (options). Each option gives the holder the right to, but not the
obligation, to subscribe to or purchase (at the Company’s choice) one ordinary share in
The exercise prices are set by the Company.
The share options vest over a four-year period, provided the employee is still employed by the Group.
1
Weighted average parameters at grant of instrument
70
GROUP ANNUAL REPORT 2021
NOTE 17 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
1
share split in June 2020, as further described in note 18.
2
Weighted average remaining contractual life of options outstanding at end of period.
3
Exercise price is determined on basis of price quoted for trades in the Company’s
shares prior to the date of the Company’s annual general meeting in 2022.
Outstanding instruments:
Grant Year
Exercis e price
(NOK)
Number of
instruments
outstanding
1
Remaining
contractual life
2
Number of
instruments
outstanding
1
Remaining
contractual life
2
2017 1.67 7,548,675 0.75 10,471,725 1.75
2018 3.33 223,000 1.75 233,000 2.75
2018 6.67 855,130 1.87 1,029,250 2.87
2019 8.33 467,000 2.67 522,500 3.67
2019 10.00 51,000 2.92 82,500 3.92
2019 13.33 - 0.00 15,000 3.92
2019 16.00 904,250 2.25 1,022,250 3.25
2019 16.67 150,000 2.92 150,000 3.92
2020 20.00 1,248,750 2.37 1,284,750 3.37
2020 28.00 300,000 3.43 300,000 4.43
2020 31.00 75,999 3.51 82,499 4.51
2020 36.00 50,416 3.69 50,416 4.69
2020 37.00 1,403,495 3.76 1,509,744 4.76
2020 50.00 208,998 3.87 208,998 4.87
2020 56.00 2,042,083 3.92 2,414,083 4.92
2020 58.32 685,675 3.92 705,260 4.92
2021 41.00 1,688,250 4.54 - -
2021 48.00 4,575,000 4.25 - -
2021 50.00 296,250 4.92 - -
2021 59.00 1,247,250 4.44 - -
2021 3) 1,077,250 4.92 - -
Total 25,098,471 20,081,975
Quantity and weighted average prices
Activity
As of 1 January 20,081,975 19.68 18,292,125 2.38
Granted during the year 9,082,000 48.42 7,630,500 47.51
Exercised during the year
2
(3,195,100) 2.77 (5,539,347) 1.82
Forfeited during the year (870,404) 44.82 (301,303) 3.93
Outstanding at 31 December 25,098,471 31.37 20,081,975 19.68
Ves ted per 31 D ecember 11,050,863 9,190,141
31 December 2021
31 December 2020
2021
2020
Number of
instruments
1
Weighted average
exercis e price
(NOK)
Number of
instruments
1
Weighted average
exercis e price
(NOK)
Outstanding instruments
71
GROUP ANNUAL REPORT 2021
NOTE 17 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Outstanding instruments:
Grant Year
Exercis e price
(NOK)
Number of
instruments
outstanding
1
Remaining
contractual life
2
Number of
instruments
outstanding
1
Remaining
contractual life
2
2017 1.67 7,548,675 0.75 10,471,725 1.75
2018 3.33 223,000 1.75 233,000 2.75
2018 6.67 855,130 1.87 1,029,250 2.87
2019 8.33 467,000 2.67 522,500 3.67
2019 10.00 51,000 2.92 82,500 3.92
2019 13.33 - 0.00 15,000 3.92
2019 16.00 904,250 2.25 1,022,250 3.25
2019 16.67 150,000 2.92 150,000 3.92
2020 20.00 1,248,750 2.37 1,284,750 3.37
2020 28.00 300,000 3.43 300,000 4.43
2020 31.00 75,999 3.51 82,499 4.51
2020 36.00 50,416 3.69 50,416 4.69
2020 37.00 1,403,495 3.76 1,509,744 4.76
2020 50.00 208,998 3.87 208,998 4.87
2020 56.00 2,042,083 3.92 2,414,083 4.92
2020 58.32 685,675 3.92 705,260 4.92
2021 41.00 1,688,250 4.54 - -
2021 48.00 4,575,000 4.25 - -
2021 50.00 296,250 4.92 - -
2021 59.00 1,247,250 4.44 - -
2021 3) 1,077,250 4.92 - -
Total 25,098,471 20,081,975
Quantity and weighted average prices
Activity
As of 1 January 20,081,975 19.68 18,292,125 2.38
Granted during the year 9,082,000 48.42 7,630,500 47.51
Exercised during the year
2
(3,195,100) 2.77 (5,539,347) 1.82
Forfeited during the year (870,404) 44.82 (301,303) 3.93
Outstanding at 31 December 25,098,471 31.37 20,081,975 19.68
Ves ted per 31 D ecember 11,050,863 9,190,141
31 December 2021
31 December 2020
2021 2020
Number of
instruments
1
Weighted average
exercis e price
(NOK)
Number of
instruments
1
Weighted average
exercis e price
(NOK)
Quantity and weighted average prices
1
share split in June 2020, as further described in note 18.
2
The instruments were exercised at a share price of NOK 64.00
in 2021 and NOK 35.50 and NOK 46.00 in 2020
72
GROUP ANNUAL REPORT 2021
NOTE 18 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 18
EQUITY
Share capital and share premium
Kahoot! ASA only has one class of shares and all shares have the same voting rights. The shareholders are entitled to
receive dividends as and when declared and are entitled to one vote per share at General Meetings of the Company.
The share capital is fully paid and has a par value of NOK 0.10.
At the Annual General Meeting of Kahoot! ASA on 8 June 2021, the Board of Directors were authorized to
increase the share capital by up to NOK 9.63 million through the issuance of up to 96.3 million new shares
in connection with mergers, acquisitions, equity raises and exercise of share options. The Board of Directors
were authorized to acquire treasury shares with a total nominal value of up to NOK 1.4 million.
Information relating to the Group’s Employee Option Plan, including details of options issued, exercised and lapsed
Total number of
shares authorized,
issued and
outstanding
Share capital
(NOK)
Share capital
(USD)
Balance at 1 January 2020 129,359,496 12,935,950 1,473,293
Issued during the year 316,732,471 31,673,247 3,420,652
Currency effects from translation of equity - - 334,145
Balance at 31 December 2020 446,091,967 44,609,197 5,228,090
Issued during the year 40,489,512 4,048,951 479,265
Balance at 31 December 2021 486,581,479 48,658,148 5,707,355
Share-based payments reserves
The share-based payments reserve represents the offsetting
amount to employee expense and any related foreign
translation effects. The reserve is fully distributable.
Foreign currency translation reserves
Exchange differences arising from the translation of the
foreign entities are recognized in other comprehensive
income and accumulated in a separate reserve within
or loss upon disposal of the net investment.
73
GROUP ANNUAL REPORT 2021
The table below shows the development in the Company’s share capital in 2020 and 2021:
1) Transfer from other equity to share capital. Share split 1:3 creating 258,718,992 new shares.
2) Private placement directed towards selected investors (7,500,000 shares were subscribed for at a subscription price
of NOK 35.5) and exercise of options for employees (46,875 shares were subscribed for at a subscription price of NOK
6.6667, 15,000 shares were subscribed for at a subscription price of NOK 3.3333, 3,819,900 shares were subscribed for
at a subscription price of NOK 1.6667 and 30,000 shares were subscribed for at a subscription price of NOK 1).
3) Share option exercise with NOK strike price: 46/8.3333/6.6667/1.6667/0.58
4) Share option exercise with NOK strike price: 31/20/17.13/16.06/16/13.3333/10/8.3333/6.6667/1.6667
5) Share issue with NOK subscription price: 93.90/64.77/48.08
6) Share issue with NOK subscription price: 64.77/48.08/47.06/38.24/36.42/34.55/32.34/31.63
Date of registration Type of change
Change in
share capital
(NOK)
New
share capital
(NOK)
Nominal value
(NOK)
Total number of
shares
authorized,
issued and
outstanding
Subscription price per
share (NOK)
8 Jun 20 Share capital increase and share split 25,871,899 38,807,849 0.1 388,078,488 1)
16 Jun 20 Share capital increase 1,141,178 39,949,026 0.1 399,490,263 2)
6 Oct 20 Share capital increase 111,496 40,060,523 0.1 400,605,226 46.82
13 Oct 20 Share capital increase 4,462,757 44,523,280 0.1 445,232,798 3)
4 Dec 20 Share capital increase 85,917 44,609,197 0.1 446,091,967 62.63
24 Feb 21 Share capital increase 12,162 44,621,359 0.1 446,213,585 116.30
9 Mar 21 Share capital increase 18,489 44,639,848 0.1 446,398,477 110.39
27 Apr 21 Share capital increase 110,499 44,750,347 0.1 447,503,471 93.90
3 May 21 Share capital increase 18,604 44,768,951 0.1 447,689,510 86.62
20 May 21 Share capital increase 2,500,000 47,268,951 0.1 472,689,510 68.00
10 Sep 21 Share capital increase 319,510 47,588,461 0.1 475,884,610 4)
17 Sep 21 Share capital increase 730,077 48,318,538 0.1 483,185,375 64.77
16 Dec 21 Share capital increase 339,610 48,658,148 0.1 486,581,479 5)
01 Mar 22 Share capital increase 256,967 48,915,115 0.1 489,151,150 6)
NOTE 18 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
74
GROUP ANNUAL REPORT 2021
NOTE 19
FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Accounting principles
Financial liabilities regularly give rise to a redemption obligation in cash or
the obligation underlying the liability is discharged, canceled or expired.
Determination of fair value of nancial instruments
sheet date in an active market, if such markets exist. If an active market does not
exist, fair value is established by using valuation techniques that are expected to
provide a reliable estimate of the fair value. Financial instruments measured at fair
Level 1: Fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities.
Level 2: Fair value measurements are those derived from inputs other than
quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3: Fair value measurements are those derived from valuation techniques
that include inputs for the asset or liability that are unobservable market data.
Critical accounting estimates
Measurement of the contingent liabilities relating to the business combinations in
2021 and 2020 required the use of critical accounting estimates when valuing the fair
value of the liability. The fair value of contingent liabilities is determined by certain
criteria and thresholds achieved after the close of the business combination.
The earnout relating to Whiteboard is determined based on invoiced revenue targets
churn on existing customer base at the time of acquisition. The earnout relating to
Clever is determined based on invoiced revenue and cash-from-operations targets
as launching an updated version of the messaging system within the Platform.
The earnout relating to Actimo is determined based on the Annual Recurring Revenue
(ARR) as of 31 March 2021. The earnout relating to Drops is determined based on invoiced
Given the contingent consideration liability will be settled in the future, the discounted
discount rate is estimated using the risk-free rate in which the acquired companies
operate, market premium, asset beta, small stock and country risk premium. It is
NOTE 19 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
75
GROUP ANNUAL REPORT 2021
NOTE 19 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Contingent consideration is presented within other current liabilities and other non-current
change in fair value for the year ended 2021 was $2,594 thousand (2020: $848 thousand)
The main level 3 inputs used in assessing the fair value of the earnout is forecast of
Sensitivity analysis
The sensitivity of the fair value of the earnout based on a 25% increase or decrease
USD in thousands 25% increas e 2 5 % d ecreas e
Change in probability of cash outflow 3,992
(15,301)
Change in discount rate
(575) 597
Restated
USD in thousands 2021 2020
Trade payables 5,359 1,817
Other current liabilities:
Contingent consideration (note 4) 40,983 12,162
Deferred cons ideration (note 4 ) 1,757
-
Clever options (note 4) 1,299
-
Provision for social security tax share based-payment (note 17) 7,080 21,065
Other current payables 7,435 1,884
Total trade payables other current liabilities 63,913 36,928
Other current liabilities:
Contingent consideration (note 4) 24,998 15,182
Deferred cons ideration (note 4 ) 15,323
-
Other non-current liabilities 244
265
Total other non-current liabilities 40,565 15,447
Description
76
GROUP ANNUAL REPORT 2021
NOTE 19 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Financial instruments
Res tated
USD in thousands 2021 2020
Financial instruments measured at amortized cost:
Trade receivab les
11,764 3,157
Cash and cash equivalents
107,765 256,120
Other current as sets
5,304 3,247
Trade payable
(5,359) (1,817)
Other non-current liabilities (see note 19)
(7,587) (265)
Other current liabilities (s ee note 1 9 )
(25,551) (22,949)
Net financial instruments measured at amortized cost 86,336 237,493
Financial instruments measured at amortized cost:
Other non-current liabilities (see note 19)
(24,998) (15,182)
Other current liabilities (s ee note 1 9 )
(40,983) (12,162)
Net financial instruments measured at fair value through profit or loss
(65,981) (27,344)
Total net financial instruments 20,355 210,149
77
GROUP ANNUAL REPORT 2021
NOTE 20
FINANCIAL RISK MANAGEMENT
liquidity risk and market risk related to foreign exchange rate risk, described
further below. Management performs continuous evaluations of these risks
and related processes established to manage them within the Group.
Market Risk
Market Risk - Foreign exchange
Estonia, Finland, France, Norway, Spain, United Kingdom and the United States and
have costs in local currencies while a major part of the Group’s revenues are in USD.
With different functional currencies, the Group will be exposed to currency gains and
loss. Fluctuations in exchange rates between NOK, USD, DKK, EUR and GBP could
NOTE 20 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Market risk -
foreign exchange
Future commercial
transactions. Recognized
and liabilities not
denominated in the
functional currency.
Sensitivity analysis.
Credit risk Cash and cash
equivalents, and
trade receivables
Aging analysis.
Credit ratings.
Liquidity risk Current liability
Risk Exposure arising from Measurement
The carrying amounts of the foreign currency denominated monetary assets and liabilities at
the reporting date are presented in the table below. Foreign currency denominated monetary
different than the functional currency of the respective consolidated entities. Monetary
assets comprise of trade receivables, other current assets and cash and cash equivalents.
Monetary liabilities comprise of trade payables and other liabilities (current and non-current).
USD in thousands 2021 2020
EUR 4,416 702
GBP 2,655 58
NOK 9,536 62
SEK 64 96
USD 98 181,259
Total monetary assets 16,769 182,177
USD in thousands 2021 2020
DKK 18
-
EUR 995 747
GBP 306
-
NOK 10,069
-
SEK 75 -
USD 12,993 21,150
Total monetary liabilities 24,456 21,897
The aggregate net foreign exchange gains /los ses recogniz ed in profit or loss were:
Restated
USD in thousands 2021 2020
Exchange gains 17,451 4,973
Exchange loss (18,435) (20,881)
(984) (15,908)
Total net foreign exchange (losses) recognized in profit before
income tax for the period
78
GROUP ANNUAL REPORT 2021
The net foreign exchange loss in 2020 was primarily caused by exchange
rate losses on foreign currency cash balances held by the parent company.
As of 1 January 2021 (see note 3), the functional currency of the parent
Sensitivity analysis
If the following currencies had strengthened/weakened against the
functional currency of the respective consolidated entities, it would
NOTE 20 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
The aggregate net foreign exchange gains /loss es recognized in profit or los s were:
Restated
USD in thousands 2021 2020
Exchange gains 17,451 4,973
Exchange loss (18,435) (20,881)
(984) (15,908)
Effect on profit or loss:
Currency
Change in rate
2021 2020
DKK +/- 7 %
(1) -
EUR +/- 7 %
239 (3)
GBP
+/- 7 % 164 4
NOK +/- 7 % (37) 4
SEK
+/- 7 % (1) 7
USD
+/- 7 % (903) 11,208
Effect on equity:
Currency
Change in rate
2021 2020
DKK +/- 7 % (1) -
EUR +/- 7 % 187 (2)
GBP
+/- 7 % 128 3
NOK
+/- 7 % (29) 3
SEK
+/- 7 % (1) 5
USD
+/- 7 % (704) 8,742
Total net foreign exchange (losses) recognized in profit before
income tax for the period
USD in thousands
USD in thousands
The aggregate net foreign exchange gains /loss es recognized in profit or los s were:
Restated
USD in thousands 2021 2020
Exchange gains 17,451 4,973
Exchange loss (18,435) (20,881)
(984) (15,908)
Effect on profit or loss:
Currency
Change in rate
2021 2020
DKK +/- 7 %
(1) -
EUR +/- 7 %
239 (3)
GBP
+/- 7 % 164 4
NOK
+/- 7 % (37) 4
SEK
+/- 7 % (1) 7
USD
+/- 7 % (903) 11,208
Effect on equity:
Currency
Change in rate
2021 2020
DKK +/- 7 % (1) -
EUR +/- 7 % 187 (2)
GBP
+/- 7 % 128 3
NOK
+/- 7 % (29) 3
SEK
+/- 7 % (1) 5
USD
+/- 7 % (704) 8,742
Total net foreign exchange (losses) recognized in profit before
income tax for the period
USD in thousands
USD in thousands
Effect on prot or loss
Effect on equity
Credit risk
The Group’s credit risk arises from cash and cash equivalents as well as outstanding
before transactions are entered as the majority of customers are either invoiced through
automated sales with immediate credit card payments or subscriptions invoiced with
credit terms are mostly prepaid upfront. Historic credit losses are low, see also note 14.
Cash and cash equivalents: The counterparties for the Group’s cash deposits are
large banks which are considered to be very low credit risk. The Group’s assessment
is that there are no material credit risks associated with these cash deposits.
Liquidity risk
The Group monitors liquidity centrally across the group. It is the Group’s strategy to have
to the company’s strategic plans. The Group monitors its liquidity risk through a short-term
and a long-term liquidity forecast to manage the target of a minimum position of cash
and other current liabilities. Public duties relate to accrued payroll expenses and social
security taxes payable on employee stock options, where most trade payables and accrued
payroll expenses are paid within one year. The maturity of social security taxes payable is
dependent on the exercise of employee stock options, for additional details see note 6.
USD in thousands 2021 2020
EUR 4,416 702
GBP 2,655 58
NOK 9,536 62
SEK 64 96
USD 98 181,259
Total monetary assets 16,769 182,177
USD in thousands 2021 2020
DKK 18
-
EUR 995 747
GBP 306
-
NOK 10,069
-
SEK 75
-
USD 12,993 21,150
Total monetary liabilities 24,456 21,897
The aggregate net foreign exchange gains /los ses recogniz ed in profit or loss were:
Restated
USD in thousands 2021 2020
Exchange gains 17,451 4,973
Exchange loss (18,435) (20,881)
(984) (15,908)
Total net foreign exchange (losses) recognized in profit before
income tax for the period
79
GROUP ANNUAL REPORT 2021
NOTE 20 CONTINUED | NOTE 21 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 21
RELATED PARTIES
Balances and transactions between the Company and its subsidiaries, which are related parties to the Company, have
been eliminated on consolidation, and are not disclosed in this note. Transactions with related parties are carried out on
an arm’s length basis, as also required the Public Limited Liability Companies Act, Sections 3-8 and 3-9 respectively.
The amounts in the table above are presented within other operating expenses.
The Group did not have any related party transactions that are recognized
in the balance sheet at the end of each year presented herein.
The CEO has 6 months’ notice period and 6 months’ severance pay.
In addition to the above, paid remuneration and fees to the Board of directors were $246 thousand in 2021
role in the Board and additional remuneration for any board committee the respective director takes part in.
USD in thousands
Related party Relationship Type o f s ervices
2021 2020
Glitrafjord AS Owned by the CEO Consulting services 380 285
Hermia AS Owned by member of nomination committee Consulting services 29 27
Total related party profit or loss items 410 312
Key management remuneration
USD in thousands CEO
Other key
mgmt.
CEO
Other key
mgmt.
Short-term employee b enef its 290 1,123 187 664
Po s t-employment benef its 3 37 3 11
Other benefits 1 105 1 12
Share bas ed paymen ts received 0 720 0 4,839
Total key management comp. 294 1,985 190 5,525
2020
2021
Key management remuneration
Capital management
The Group’s objectives for capital management are
with regards to cash and cash equivalents in order
to support its business and obligations as well as
investment opportunities. The Group manages its
capital structure in light of changes in economic
and actual conditions, and the development in the
Group’s underlying business. The Group’s equity
ratio was 73% as of 31 December 2021 (76% as of
31 December 2020). The equity ratio is calculated
as total equity divided by total assets. The Group
does not have any interest-bearing loans or
80
GROUP ANNUAL REPORT 2021
NOTE 21 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
1
Hanoa holds shares through Glitrafjord AS, which is controlled by Hanoa.
2
Furuseth holds shares through Newbrott AS, which is controlled by Furuseth.
3
Håvaldsrud holds shares through Jems Holding AS, which is controlled by Håvaldsrud.
4
Grønntun holds shares through Eikum AS, which is controlled by Grønntun.
5
Rebsdorf holds shares through MREB Invest AS, which is controlled by Rebsdorf.
6
Hansson and Naheta are close associates of SoftBank. SoftBank held 82,269,397 shares as of 31 December 2021.
Stefan Blom, member of the board, holds 300,000 options (2020: 300,000 options). Lori Wright and
Joanne Bradford, both members of the boards, holds 11,566 Restricted Share Units (RSU) each.
Number of shares by key management personnel and the Board of Directors
2021 2020
Shares Shares
Eilert Hanoa (CEO)
1
41,208,910 39,208,910
Åsmund Furuseth (CPO)
2
7,606,000 7,606,000
Jostein Håvaldsrud (CTO)
3
370,097 N/A
Lars Erik Grønntun (COO-CMO)
4
1,119,960 1,119,960
Ken Østreng (CFO) 45,000 45,000
Mads Rebsdorf (CRO)
5
100,000 100,000
Andreas Hansson (chairman of the Board)
6
- -
Akshay Naheta (member of the Board)
6
- -
Lori Wright (member of the Board) - -
Joanne Bradford (member of the Board) - -
Stefan Blom (member of the Board) 50,000 50,000
Sarah Blystad (employee representative member of the Board) - -
Alexander Remen (employee repres entative member of the Board) - -
The numbers are reflecting the 1:20 share split in July 2018, and 1:3 share split in June 2020.
Share options 2021
Granted Vested Exercised
Total
outstanding
Whereof
exercise price
not decided
Weighted
average exercise
price
2
Remaining
contractual life
1
Eilert Hanoa (CEO) - 237,500 - 750,000 - 27.0 2.48
Åsmund Furuseth (CPO) - 50,000 100,000 100,000 - 56.0 3.92
Jostein Håvaldsrud (CTO) 500,000 - - 500,000 125,000 59.0 4.39
Lars Erik Grønntun (COO-CMO) - 312,500 - 750,000 - 24.8 2.37
Ken Østreng (CFO) - 250,000 - 600,000 - 21.3 2.25
Mads Rebsdorf (CRO) - 133,333 - 400,000 - 42.3 3.75
Share options 2020
Granted Vested Exercised
Total
outstanding
Whereof
exercise price
not decided
Weighted
average exercise
price
2
Remaining
contractual life
1
Eilert Hanoa (CEO) 600,000 37,500 - 750,000 150,000 19.2 3.48
Morten Versvik (CTO) 100,000 118,750 (750,000) 250,000 - 23.4 3.02
Åsmund Furuseth (CPO) 100,000 75,000 (500,000) 200,000 - 28.8 3.34
Lars Erik Grønntun (CMO-COO) 750,000 - - 750,000 93,750 20.0 3.37
Ken Østreng (CFO) 600,000 - - 600,000 75,000 16.0 3.25
Mads Rebsdorf (CRO) 400,000 - - 400,000 100,000 37.0 4.75
Number of shared by key management personnel and the Board of Directors
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GROUP ANNUAL REPORT 2021
Share options held by management
For a description of the share-option program, see note 17.
1
Weighted average remaining contractual life of options outstanding at end of period.
2
For outstanding share options where the share option exercise price (NOK) is determined. Exercise price
for remaining share options will be based on 20 days Weighted average exercise price (VWAP) prior to
the date of the Company’s annual general meeting in 2022 (2020: annual general meeting in 2021).
NOTE 21 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Number of shares by key management personnel and the Board of Directors
2021 2020
Shares Shares
Eilert Hanoa (CEO)
1
41,208,910 39,208,910
Åsmund Furuseth (CPO)
2
7,606,000 7,606,000
Jostein Håvaldsrud (CTO)
3
370,097 N/A
Lars Erik Grønntun (COO-CMO)
4
1,119,960 1,119,960
Ken Østreng (CFO) 45,000 45,000
Mads Rebsdorf (CRO)
5
100,000 100,000
Andreas Hansson (chairman of the Board)
6
- -
Akshay Naheta (member of the Board)
6
- -
Lori Wright (member of the Board) - -
Joanne Bradford (member of the Board) - -
Stefan Blom (member of the Board) 50,000 50,000
Sarah Blys tad (employee representative member of the Board) - -
Alexander Remen (employee repres entative member of the Board) - -
The numbers are reflecting the 1:20 share split in July 2018, and 1:3 share split in June 2020.
Share options 2021
Granted Vested Exercis ed
Total
outstanding
Whereof
exercis e price
not decided
Weighted
average exercise
price
2
Remaining
contractual life
1
Eilert Hanoa (CEO) - 237,500 - 750,000 - 27.0 2.48
Åsmund Furuseth (CPO) - 50,000 100,000 100,000 - 56.0 3.92
Jostein Håvaldsrud (CTO) 500,000 - - 500,000 125,000 59.0 4.39
Lars Erik Grønntun (COO-CMO) - 312,500 - 750,000 - 24.8 2.37
Ken Østreng (CFO) - 250,000 - 600,000 - 21.3 2.25
Mads Rebsdorf (CRO) - 133,333 - 400,000 - 42.3 3.75
Share options 2020
Granted Vested Exercis ed
Total
outstanding
Whereof
exercis e price
not decided
Weighted
average exercise
price
2
Remaining
contractual life
1
Eilert Hanoa (CEO) 600,000 37,500 - 750,000 150,000 19.2 3.48
Morten Versvik (CTO) 100,000 118,750 (750,000) 250,000 - 23.4 3.02
Åsmund Furuseth (CPO) 100,000 75,000 (500,000) 200,000 - 28.8 3.34
Lars Erik Grønntun (CMO-COO) 750,000 - - 750,000 93,750 20.0 3.37
Ken Østreng (CFO) 600,000 - - 600,000 75,000 16.0 3.25
Mads Rebsdorf (CRO) 400,000 - - 400,000 100,000 37.0 4.75
82
GROUP ANNUAL REPORT 2021
NOTE 22
INVESTMENTS IN SUBSIDIARIES
NOTE 22 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Company
Year of acquisition/
incorporation
Regis tered office Voting share
Ownership
share
Kahoot! EDU Ltd. 2014 United Kingdom 100%
100%
Kahoot! EDU Inc. 2015 United States 100% 100%
Poio AS 2019 Norway 100% 100%
Kahoot DragonBox AS 2019 Norway 100% 100%
Dragonbox Finland Oy 2019 Finland 100%
100%
We Want to Know S.a.r.l 2019 France 100% 100%
Kahoot! Denmark ApS 2020 D enmark 100% 100%
Actimo Communications SL 2020 Spain 100% 100%
PlanB Labs Oü 2020 Estonia 100%
100%
Kahoot! International AS 2020 Norway 100% 100%
Kahoot! International 2 AS 2021 Norway 100% 100%
Motimate AS 2021 Norway 100% 100%
Digital Teaching Tools Finland Ltd 2021 Finland 100%
100%
Clever, Inc 2021 United States 100% 100%
83
GROUP ANNUAL REPORT 2021
NOTE 23
SHAREHOLDER INFORMATION
Ownership structure
All shares have equal voting rights.
NOTE 23 | NOTE 24 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
Shareholders Number of shares % of shares
Glitrafjord AS 41,208,910 8.5 %
The Bank Of New York Mellon Sa/Nv 28,128,472 5.8 %
Datum AS 28,000,000 5.8 %
Bnp Paribas 20,000,000 4.1 %
Creandum Iii Lp 20,000,000 4.1 %
J.P. Morgan Securities Plc 20,000,000 4.1 %
State Street Bank And Trust Comp 19,903,666 4.1 %
State Street Bank And Trust Comp 13,695,091 2.8 %
Citigroup Global Markets Inc. 13,500,000 2.8 %
Folketrygdfondet 11,561,078 2.4 %
Versvik Invest AS 11,338,076 2.3 %
The Northern Trust Comp, London Br 9,668,295 2.0 %
Newbrott AS 7,606,000 1.6 %
Datum Invest AS 7,347,610 1.5 %
Euroclear Bank S.A./N.V. 6,919,909 1.4 %
State Street Bank And Trust Comp 6,534,777 1.3 %
Citibank, N.A. 5,968,704 1.2 %
Jpmorgan Chase Bank, N.A., London 5,958,178 1.2 %
J.P. Morgan Bank Luxembourg S.A. 5,728,782 1.2 %
Nordnet Bank AB 5,373,238 1.1 %
Total remaining shareholders 198,140,693 40.7 %
Total number of shares 486,581,479 100%
Largest shareholders as of 31 December 2021
NOTE 24
CONTINGENCIES AND LEGAL CLAIMS
Accounting principles
contingent liabilities are disclosed, with the exception of contingent
liabilities where the probability of the liability occurring is remote.
Description
As at 20 April 2022, Kahoot! is involved in two legal proceedings, an employee who was
summary dismissal and claiming compensation, and a patent infringement suit in the USA.
The outcomes of these proceedings are subject to uncertainty. While acknowledging
the uncertainties related to these matters, Kahoot! is of the opinion that based on the
information currently available, and as advised by its legal counsel, these matters will
be resolved without any material adverse effect individually or in the aggregate on the
company in the Group is involved in or has received notice that it may be involved in any
Notwithstanding the foregoing, as a result of the nature of its business, Kahoot! and other
companies within the Group may from time to time be party to various legal claims and
proceedings that arise in the ordinary course of business, including customer, employee, tax
and VAT related claims, in which third parties are seeking payment for alleged damages,
reimbursement for losses, or indemnity. Furthermore, similar to most technology companies
with international presence, Kahoot!’s international operations expose the Group to differences
in foreign trademark, trade dress, copyright, patent and other laws concerning proprietary
rights and degree of protection, and may from time to time be subjected to claims and
allegation for infringement of third party intellectual property rights in the jurisdictions in
which it operates. Management with the assistance of legal counsel in various jurisdictions
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GROUP ANNUAL REPORT 2021
NOTE 24 CONTINUED | NOTE 25 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
In line with the accounting principles, and the analysis made regarding the
Group’s legal disputes described above, Kahoot! has not accrued provisions
for the potential outcome of these matters and the Group considers that no
material loss is expected to result from these claims and legal proceedings.
NOTE 25
EVENTS AFTER THE REPORTING PERIOD
On 28 February 2022, Kahoot! issued at total of 2,569,671 shares in
connection with the deferred and contingent considerations arising
from the acquisitions in 2020 and 2021. Following the share issue, total
number of shares in Kahoot! is 489,151,150. See also note 18.
On 18 March 2022, Kahoot! announced the suspension of commercial services
and sales in Russia. In addition, Kahoot! is committed to supporting Ukraine and
Ukrainian students, schools and educators by offering Kahoot! Edu solutions
for free for one year for both K-12 and higher education institutions in Ukraine.
Ukraine prior to the invasion and the overwhelming majority of users in both
countries are teachers and students using Kahoot!’s free services. Kahoot! assesses
85
GROUP ANNUAL REPORT 2021
NOTE 26 FINANCIAL STATEMENTS | CONSOLIDATED GROUP
NOTE 26
NEW AND AMENDED STANDARDS NOT
YET ADOPTED BY THE GROUP
The amendments to IFRS and new IFRS standards applicable to Kahoot! that have been
issued but were not yet effective as of the balance sheet date are listed below. Kahoot!
will implement the new standards from their effective date, subject to endorsement
a result of any new amendments or standards that are effective for 2022. The impact
of changes which are effective from 2023 and beyond are not yet assessed.
Amendments to IFRS 3 – Reference to the Conceptual Framework
The amendments are effective for annual periods beginning on or after 1 January 2022. They
add an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day
2” gains or losses arising for liabilities and contingent liabilities that would be within the
scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if
incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21,
respectively, instead of the Conceptual Framework, to determine whether a present obligation
exists at the acquisition date. At the same time, the amendments add a new paragraph to
IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date.
Amendments to IAS 16 – Proceeds before Intended Use
The amendments are effective for annual periods beginning on or after 1 January 2022.
The amendments prohibit entities from deducting from the cost of an item of property,
plant and equipment (PP&E), any proceeds of the sale of items produced while bringing
that asset to the location and condition necessary for it to be capable of operating in
the manner intended by management. Instead, an entity recognizes the proceeds
Amendments to IAS 37 – Costs of Fullling a Contract
The amendments are effective for annual periods beginning on or after 1 January 2022. The
Amendments to IAS 1 – Classication of Liabilities as Current or Non-current
The amendment is effective for annual periods beginning on or after 1 January
noncurrent, depending on the rights that exist at the end of the reporting period.
reporting date (e.g. the receipt of a waver or a breach of covenant). The amendment
Amendments to IAS 1 – Disclosure of Accounting Policies
The amendment is effective for annual periods beginning on or after 1 January 2023. IAS
information’ and explain how to identify when accounting policy information is material.
They further clarify that immaterial accounting policy information does not need to be
disclosed. If it is disclosed, it should not obscure material accounting information.
Amendments to IAS 8 – Denition of accounting estimates
The amendments are effective for annual periods beginning on or after 1 January 2023.
policies from changes in accounting estimates. The distinction is important, because
changes in accounting estimates are applied prospectively to future transactions
and other future events, but changes in accounting policies are generally applied
retrospectively to past transactions and other past events as well as the current period.
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GROUP ANNUAL REPORT 2021
Amendments to IAS 12 – Deferred Tax related to Assets
and Liabilities arising from a Single Transaction
The amendments are effective for annual periods beginning on or after 1 January 2023. The
amendment requires companies to recognize deferred tax on transactions that, on initial
recognition, give rise to equal amounts of taxable and deductible temporary differences.
They will typically apply to transactions such as leases of lessees and decommissioning
obligations and will require the recognition of additional deferred tax assets and liabilities.
Management anticipates that these standards and interpretations will be adopted
at the dates stated above provided that the standards and interpretations are
NOTE 26 CONTINUED FINANCIAL STATEMENTS | CONSOLIDATED GROUP
87
GROUP ANNUAL REPORT 2021GROUP ANNUAL REPORT 2021
87
PARENT COMPANY ANNUAL
FINANCIAL STATEMENTS 2021
FINANCIAL STATEMENTS | PARENT COMPANY
USD in thousands
Restated
Note Operating revenue and operating expenses 2021 2020
3 Operating revenue 55,032 24,504
4
Cost of sales 3,452 2,096
5
Payroll an d related expens es 10,867 23,624
6 Oth er operating expenses 22,465 11,020
Total op erating expens es 36,784 36,740
Operating profit/(loss) before depr. and amortiz. (EBITDA) 18,248 (12,236)
8 D epreciation tangible as s ets 158 110
7 Depreciation intangible assets 1,008 823
Operating profit/(loss) (EBIT) 17,082 (13,169)
Financial income and expenses
Financial income 1,219 345
9 Interest income from group companies 4,497 154
Financial expenses (15) (186)
Net foreign exchange gains (los ses) (1,433) (16,632)
Net finan cial income (expens e) 4,268 (16,319)
Profit/(loss) before income tax 21,350 (29,488)
13 Income tax 9,509 (5,898)
Profit/(loss) for the year 11,841 (23,590)
Allocations and transfers
2 Transferred to/from other equity 11,841 (23,590)
Total allocations transfers 11,841 (23,590)
Parent company statement of prot or loss
88
GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | PARENT COMPANY
GROUP ANNUAL REPORT 2021
USD in thousands
Restated
Note ASSETS
2021 2020
7 Research and development 1,120 1,811
7 Technology 1,801 -
7 Domain 102 204
13 D eferred tax as sets 6,680 14,373
Total intangible assets 9,703 16,388
8 Fixtures and fittings 326 330
Total tangible fixed assets 326 330
9 Investments in subsidiaries 112,634 68,113
9 Loans to group companies 471,107 25,643
Total financial non-current assets 583,741 93,756
Total non-current assets 593,770 110,474
10 Accounts receivables 2,817 944
Prepaid expenses and other current assets 1,794 1,223
11 Cash and cash equivalents 84,150 251,274
Total current assets 88,761 253,441
TOTAL ASSETS 682,531 363,915
EQUITY AND LIABILITIES
2,12 Share capital 5,707 5,228
2.12 Share premium 655,991 359,977
2 Other paid-in equity 17,366 8,497
Total paid-in equity 679,064 373,702
2,12 Other equity (47,600) (59,441)
Total equity 631,464 314,261
14 Other non-current liabilities 1,748 -
Total non-current liabilities 1,748 -
3 D eferred reven ue 31,729 23,328
9 Liabilities payable to group companies 234 77
14 Accounts payable 3,083 1,524
14 Public duties payable 6,879 16,522
14 Other current liabilities 7,394 8,203
Total current liabilities 49,319 49,654
Total liabilities 51,067 49,654
TOTAL EQUITY AND LIABILITIES 682,531 363,915
Parent company balance sheet
Oslo, 20 April 2022
AKSHAY NAHETA
Board member
LORI VARNER WRIGHT
Board member
SARAH BLYSTAD
Board member
EILERT HANOA
CEO
STEFAN BLOM
Board member
JOANNE KUHN BRADFORD
Board member
ALEXANDER REMEN
Board member
ANDREAS HANSSON
Chair of the Board
Sign
Sign
Sign
Sign
Sign
Sign
Sign
Sign
89
GROUP ANNUAL REPORT 2021
FINANCIAL STATEMENTS | PARENT COMPANY
Parent company statement of cash flows
USD in thousands
Restated
Cash flow from operating activities Note 2021 2020
Profit/(loss) before tax 21,351 (29,488)
Depreciation and amortization 7,8 1,166 933
Share-based payments expense 5 4,093 1,960
Change in trade receivables 10 (1,873) 212
Change in trade payables 1,559 616
Changes in public duties payable (9,643) 9,686
Changes in intercompany balances (1,174) (1,294)
Changes in deferred revenue 8,401 15,280
Changes in other current assets (571) (73)
Changes in other liabilities 245 3,449
Items classified as effects of currency rate changes on cash and cash 231 15,544
Net cash flow from operating activities 23,785 16,825
Cash flow from investing activities:
Purchases of fixed assets 8 (154) (153)
Outflows due to purchases of intangibles 7 (562) -
Cash payments acquisitions subsidiaries (20,751) (21,319)
Net cash flow from investing activities (21,467) (21,472)
Cash flow from financing activities:
Change in intercompany loan financing 9 (366,901) (22,902)
Net proceeds from equity is s ue 2 196,575 231,693
Net cash flow from financing activities (170,326) 208,791
Effects of currency rate changes on cash and cash equivalents 884 7,692
Net change in bank deposits, cash and equivalents (167,124) 211,836
Bank deposits, cash and equivalents at 1 January 11 251,274 39,438
Bank deposits, cash and equivalents at 31 December 84,150 251,274
Parent company statement of cash ows
90
GROUP ANNUAL REPORT 2021GROUP ANNUAL REPORT 2021
90
PARENT COMPANY ANNUAL
FINANCIAL STATEMENTS 2021
NOTES
FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 1
PARENT COMPANY ACCOUNTING PRINCIPLES
General information
Kahoot! ASA (the Company or Kahoot!) is a public limited liability company
plass 7, 0160 Oslo. Kahoot! ASA is the parent company in the Kahoot! Group,
and is listed on Oslo Stock Exchange has the ticker “KAHOT”.
Basis of preparation
Norwegian Accounting Act and generally accepted accounting principles
Change in functional currency
As of 1 January 2021, the parent company Kahoot! ASA changed its functional currency
from NOK to USD. The change in functional currency was the result of a review of the
primary economic environment in which the entity operates, considering both current and
prospective economic substance of the underlying transactions entered into by the company.
The effect of a change in functional currency is recognized prospectively from the date
of change, considered to be 1 January 2021. Kahoot! ASA translated all items into the
new functional currency using the exchange rate at the date of the change. The resulting
translated amounts for non-monetary items are treated as their historical cost.
For the translation of equity items to the new functional currency the exchange rate
at the date of the change of functional currency were applied. This means that no
additional exchange differences arise on the date of the change. For the subsequent
changes, equity items will be translated using their transaction date rate.
Classication and evaluation of balance sheet Items
Current assets as well as current liabilities include items which fall due for payment
of acquisition cost and fair value. Fixed assets are evaluated to acquisition cost
and depreciated over the expected economic lifetime. In case of permanent
Tangible assets
Tangible assets are stated at historical cost less depreciation
and adjustments for impairment losses.
assessed functional standard of the asset, and the expenses can be measured
reliably. All other costs are expensed in the income statement as they occur.
Depreciations are charged to the income statement using the straight-line method
over estimated utilized lifetime.
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GROUP ANNUAL REPORT 2021
Intangible assets
Expenses relating to the development of intangible assets, including research
and development expenses, are capitalized when it becomes probable
the company, and the cost of the assets can be reliably measured.
Intangible assets that are acquired separately, are recognized at historical cost.
Intangible assets with a limited economic life are amortized on a systematic basis.
Intangible assets are written down to the recoverable amount if the expected economic
Subsidiaries
Subsidiaries are valued by the cost method. The investment is valued as cost
of acquired shares in the subsidiary, providing that write down is not required.
Write down to fair value will be carried out if the reduction in value is caused by
circumstances which may not be regarded as incidental. Write downs are reversed
when the cause of the initial write down are no longer present. Dividend and other
distributions are recognized in the same year as accrued for in the subsidiary.
Accounts receivables
Accounts receivables and other receivables are recognized at their anticipated
realizable value, which is the original invoice amount less an estimated
allowance for impairment loss on these receivables. Individual considerations
are made with respect to customer receivables and other receivables.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, inclusive of restricted holdings.
Foreign currency
Foreign currency receivables and liabilities are converted using the year-end exchange rates.
Foreign currency transactions are recorded at the exchange rate on the transaction date.
Revenue recognition
Revenues from software licenses (subscriptions) are recognized in the
income statement based on the duration of the contract period.
Operational leases
Leases for which most of the risk rests with the other contracting party, are
costs and charged to the income statement over the contract period.
Pension contributions
Commitments to contribute pension arrangements to employees
are charged to the income statement when they occur.
Provisions
A provision is recognized when the Company has a present liability (legal or implicit) resulting
from a past event and it is probable that a contribution of resources entailing economic
payment will be required to settle the liability, and a reliable estimate of the amount of the
liability can be made. Provisions are reviewed at each balance sheet date and adjusted to
equal to the size of the expense necessary to be free of the liability. When the effect of time
Income tax expense
The income tax consists of tax payable and changes to deferred
tax. Income taxes are recognized in the income statement with
exception of taxes from items recognized directly to equity.
applicable tax rates at the balance date, and adjustments (if any) of payable taxes
from previous years. Provisions are made for deferred taxes based on the balance-
oriented liability method, considering temporary differences between the carrying
amount and the tax bate of assets and liabilities. Provisions for deferred taxes are
based on expected settlements of balance values of assets and liabilities and are
calculated with the tax rates approved for future periods at the balance date.
NOTE 1 CONTINUED FINANCIAL STATEMENTS | PARENT COMPANY
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GROUP ANNUAL REPORT 2021
Deferred tax assets are recognized when it is probable that the Company will
assets are reduced if it is no longer likely that the asset may be utilized.
Cash ow statement
Use of estimates
the measurement of assets and liabilities and the disclosure of contingent assets and
liabilities on the balance sheet date. Actual results can differ from these estimates.
Share-based payments
and description of accounting policy regarding the share option program in
Change in accounting principles
Warrants
statement prior to 1 January 2020. The effects from the warrants issued and exercised have
been adjusted for in the opening balance as of 1 January 2020. The effects are as follows:
Other paid in capital relating to warrants is recognized with $575 thousand.
loss if the warrants had been recognized in prior periods.
No effect on cash balances
Deferred revenue
During the second half of 2021, the Kahoot! updated and revised the model for estimating
the timing within the month in which a sale occurred, compared to the model used for
previously reported periods. The effect of the retrospective change in these accounting
estimates is an overall deferral in the timing of the revenue recognition that resulted in
an increase in the contract liabilities (deferred revenue) and a corresponding decrease in
revenue for previously reported period. The updated model had no effect on cash balances.
The effect of the change in accounting estimates can be summarized as follows:
Opening balance 2020:
Contract liabilities (deferred revenue) increased by $716
thousand, offset to other equity of $716 thousand.
FY 2020:
Deferred revenue increased by $1,720 thousand as per 31
December 2020, offset as reduced recognized revenue
(operating revenue) of $1,720 thousand in 2020.
Other current asset Increased by $73 thousand as per 31 December
2020, offset as reduced cost of sales of $73 thousand
Net effect was an Increased loss for the period (2020) of $1,647
thousand, allocated to other equity with $1,647 thousand.
NOTE 1 CONTINUED FINANCIAL STATEMENTS | PARENT COMPANY
93
GROUP ANNUAL REPORT 2021
NOTE 2 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 2
EQUITY
USD in thousands
Equity
Share capital Share premium
Other paid-in
equity
Other equity Total equity
Equity at 1 January 2020 1,473 92,621 2,022 (31,972) 64,144
Correction opening balance (see note 1) - - 575 (1,291) (716)
Share issuance 3,421 245,876 - - 249,297
Share-based payments - - 5,435 - 5,435
Profit/(loss) of the year - - - (23,590) (23,590)
Currency translation differences 334 21,480 465 (2,588) 19,691
Equity at 31 December 2020 5,228 359,977 8,497 (59,441) 314,261
Share issuance 479 296,014 - - 296,493
Share-based payments - - 8,869 - 8,869
Profit/(loss) of the year - - - 11,841 11,841
Equity at 31 December 2021 5,707 655,991 17,366 (47,600) 631,464
94
GROUP ANNUAL REPORT 2021
NOTE 3 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 3
REVENUE
Over 90% of revenue in Kahoot! is prepaid annual contracts
on software licenses (subscriptions).
Revenues from software licenses (subscriptions) are recognized in the income
statement based on the duration of the contract period. All deferred revenue will
recognized as operating revenue in within twelve months following the sale.
Restated
USD in thousands 2021 2020
Subscription revenue 55,032 24,504
Total operating revenue 55,032 24,504
Restated
USD in thousands 2021 2020
USA and Canada 29,211 12,725
Europe 15,202 7,694
Asia Pacific 6,576 2,326
Latin America and The Caribbean 2,558 1,043
Africa, The Middle East, and India 1,485 716
Total operating revenue 55,032 24,504
NOTE 4
COST OF SALES
Cost of sales relate directly to costs incurred on the Company’s sales through the websites or through
app stores. The Company partners with payment gateway providers and app stores as a marketing
channel to sell their products. The payment gateways charge fees for processing and collecting payments
from website sales and app stores collect a percentage ranging from 15% to 30% of revenues earned
from the Kahoot! app store sales as a fee for payment collections services provided to the Company.
95
GROUP ANNUAL REPORT 2021
NOTE 5 | NOTE 6 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 5
PAYROLL COSTS, NUMBER OF EMPLOYEES AND BENEFITS
The CEO has 6 months’ notice period and 6 months’ severance pay.
The CEO was not granted any share options in 2021 (2020: 600,000 share
options) and has 750,000 share options outstanding as of 31 December 2021
(2020: 750,000 share options). Reference is made to note 21 in the consolidated
In addition to the above, paid remuneration and fees to the Board of Directors
were $246 thousand in 2021 (2020: No board remuneration was paid).
For details regarding the share option program in Kahoot! Group,
The company is obligated to follow the stipulations in the Norwegian Mandatory
Occupational Pensions Act. The company’s pension scheme adheres to the requirements,
USD in thousands 2021 2020
Wages and salaries 10,695 7,658
Social security tax 4,553 13,238
Pension costs 221 149
Share-based payment (5,081) 1,959
Other personnel costs 479 620
Total payroll exp ens es 10,867 23,624
Average full-time employees 106 83
CEO and Directors' remuneration Salary Pensions Other benefits
CEO 290 3 1
NOTE 6
OPERATING EXPENSES
Other operating expenses by main category
Other operating cost consists of the following:
Other operating cost consists of the following:
USD in thousands 2021 2020
Consulting 9,227 3,624
Of fice rent 1,102 723
IT and hosting services 5,713 3,688
Other operating expen s es 2,797 963
Intercompany expenses 3,626 2,022
Total 22,465 11,020
Au dit fees
USD in thousands 2021 2020
Statutory audit 1,585 22
Other as s urance services 50 41
Tax s ervices - 4
Other advis ory s ervices 194 -
Total 1,829 67
Other operating cost consists of the following:
USD in thousands 2021 2020
Consulting 9,227 3,624
Of fice rent 1,102 723
IT and hosting services 5,713 3,688
Other operating expen s es 2,797 963
Intercompany expenses 3,626 2,022
Total 22,465 11,020
Au dit fees
USD in thousands 2021 2020
Statutory audit 1,585 22
Other as s urance services 50 41
Tax s ervices - 4
Other advis ory s ervices 194 -
Total 1,829 67
Specication of auditor’s fees
Remuneration to Deloitte:
96
GROUP ANNUAL REPORT 2021
NOTE 7 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 7
INTANGIBLE ASSETS
In the second half of 2021, Kahoot! acquired Intellectual Property Rights (IPR) to
technology in the table above. The acquired IPR was not ready for use at the
end of 2021 and as such there has been no amortization charged in 2021.
USD in thousands R&D Technology D omain Total
Cost at 1 January 2020 4,400 - 199 4,599
Additions - - - -
Exchan ge differences 128 - 5 133
Cost at 31 December 2020 4,528 - 204 4,732
Additions 215 1,801 - 2,016
Exchan ge differences - - - -
Cost at 31 December 2021 4,743 1,801 204 6,748
Accumulated at 1 January 2020 1,760 - - 1,760
Amortization for the year 2020 823 - - 823
Exchan ge differences 134 - - 134
Accumulated at 31 December 2020 2,717 - - 2,717
Amortization for the year 906 - 102 1,008
Exchan ge differences - - - -
Accumulated at 31 December 2021 3,623 - 102 3,725
Carrying amount at 31 December 2020 1,811 - 204 2,015
Carrying amount at 31 December 2021 1,120 1,801 102 3,023
Estimated useful life 3-5 years 3-5 years 10 years
Amortization method Lin ear Linear Linear
97
GROUP ANNUAL REPORT 2021
NOTE 8 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 8
PROPERTY, PLANT AND EQUIPMENT
USD in thousands IT equipment
Fittings and
fixtures
Total
Cost at 1 January 2020 143 218 361
Additions 121 39 160
Exchange differences 8 6 14
Cost at 31 December 2020 272 264 535
Additions 154 - 154
Exchange differences - - -
Cost at 31 December 2021 426 264 689
Accumulated depreciation at 1 January 2020 48 35 83
Depreciation for th e year 62 48 110
Exchange differences 7 5 12
Accumulated depreciation at 31 December 2020 117 88 205
Depreciation for th e year 105 53 158
Exchange differences - - -
Accumulated depreciation at 31 December 2021 222 141 363
Carrying amount at 31 December 2020 155 176 330
Carrying amount at 31 December 2021 204 123 326
Estimated useful life 3 years 5 years
Depreciation meth od Linear Linear
98
GROUP ANNUAL REPORT 2021
NOTE 9 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 9
INVESTMENT IN SUBSIDIARIES AND TRANSACTIONS
AND BALANCES WITH RELATED PARTIES
1
Net result included from the date of acquisition for companies acquired during the year. Net result is translated to USD using average foreign exchange rate for the year.
2
Equity is translated to USD using the closing foreign exchange for the year.
Transactions with related parties are carried out on an arm’s length basis; cf. also the Public Limited Liability Companies Act, Sections 3-8 and 3-9.
USD in thousands
Company
Year of
acquisition
Regis tered office
Own ers hip/
voting share
Equity 2021
2
Net res ult
2021
1
Book value
Kahoot! EDU Ltd 2014
UK 100% 222 16 137
Kahoot! EDU Inc 2015 US 100% (2,141) 49 687
Poio AS 2019
Norway 100% (696) (41) 6,959
Kahoot Dragonbox AS 2019 Norway 100% (4,229) (1,701) 22,506
Kahoot! Denmark ApS 2020
Denmark 100% 3,013 86 38,923
Kahoot! International AS 2020 Norway 100% 1,508 3,621 1,000
Kahoot! International 2 AS 2021 Norway 100% (4,569) (4,507) 2,347
Motimate AS 2021 Norway 100% 2,993
(833) 29,419
Digital Teaching Tools Finland Ltd 2021 Finland 100% 204 154 10,656
USD in thousands
Company Receivables Liabilities Interes t
Kahoot! EDU Ltd - (227) -
Kahoot! EDU Inc 44 - -
Poio AS 730 - 16
Kahoot Dragonbox AS 2,540 - 49
Actimo ApS - (7) -
Kahoot! International AS 29,151 - 601
Kahoot! International 2 AS 438,642 - 3,831
Total 471,107 (234) 4,497
USD in thousands
Company
Year of
acquisition
Regis tered office
Ownership/
voting share
Equity 2021
2
Net res ult
2021
1
Book value
Kahoot! EDU Ltd 2014
UK 100% 222 16 137
Kahoot! EDU Inc 2015
US 100% (2,141) 49 687
Poio AS 2019
Norway 100% (696) (41) 6,959
Kahoot Dragonbox AS 2019
Norway 100% (4,229) (1,701) 22,506
Kahoot! Denmark ApS 2020
Denmark 100% 3,013 86 38,923
Kahoot! International AS 2020
Norway 100% 1,508 3,621 1,000
Kahoot! International 2 AS 2021
Norway 100% (4,569) (4,507) 2,347
Motimate AS 2021 Norway 100% 2,993
(833) 29,419
Digital Teaching Tools Finland Ltd 2021
Finland 100% 204 154 10,656
USD in thousands
Company Receivables Liabilities Interes t
Kahoot! EDU Ltd - (227) -
Kahoot! EDU Inc 44 - -
Poio AS 730 - 16
Kahoot Dragonbox AS 2,540 - 49
Actimo ApS - (7) -
Kahoot! International AS 29,151 - 601
Kahoot! International 2 AS 438,642 - 3,831
Total 471,107 (234) 4,497
99
GROUP ANNUAL REPORT 2021
NOTE 10
TRADE RECEIVABLES
NOTE 10 | NOTE 11 FINANCIAL STATEMENTS | PARENT COMPANY
USD in thousands 2021 2020
Accounts receivables 2,857 985
Provisions for bad debt (40) (41)
Total 2,817 944
NOTE 11
CASH AND CASH EQUIVALENTS
USD in thousands 2021 2020
Cash and cash equivalents 84,150 251,274
Whereof res tricted cas h (1,187) (906)
Non res tricted cas h 82,963 250,368
100
GROUP ANNUAL REPORT 2021
NOTE 12
SHARE CAPITAL AND SHAREHOLDER INFORMATION
The share capital in the company as of 31 December 2021 consists of:
NOTE 12 FINANCIAL STATEMENTS | PARENT COMPANY
Total number of shares
authorized, issued and
outstanding
Share capital
(NOK)
Share capital
(USD)
Balance at 1 January 202 0 129,359,496 12,935,950 1,473,293
Issued during the year 316,732,471 31,673,247 3,420,652
Currency effects from translation of equity - - 334,145
Balance at 31 December 2020 446,091,967 44,609,197 5,228,090
Issued during the year 40,489,512 4,048,951 479,265
Balance at 31 December 2021 486,581,479 48,658,148 5,707,355
101
GROUP ANNUAL REPORT 2021
NOTE 13 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 13
TAX
1
Prior year corrections for 2020 relates to tax effect of restates described in note 1. $1,647
thousand with tax rate 22% is $361 thousand. Prior year correction for 2021 relates to the
timing of taxable deduction of transactions costs arising between 2017 and 2019.
2
As mandated in Norway, all taxable income in Norway must be converted and reported in NOK. Kahoot! ASA from 1
January 2021 has USD as its functional currency (see note 1), as such foreign exchange currency translation difference
occur when converting USD to NOK for tax reporting purposes. For 2021 the foreign exchange currency translation
resulted in additional taxable income of $19.5 million (NOK 168 million). The effect on income tax was $4.4 million.
USD in thousands
Specification of income tax: 2021 2020
Changes in deferred tax over profit and loss 9,509 (5,898)
Income tax 9,509 (5,898)
Reconciliation from nominal to real income tax rate: 2021 2020
Profit/(loss) before taxation 21,350 (29,488)
Estimated income tax according to nominal tax rate (22%) 4,697 (6,487)
The tax effect of the following items:
Share-based payments 900 431
Non-deductible expenses 173 26
Change in valuation earn-out (non-taxable/non-deductible) (175) -
Prior year corrections
1
(471) 361
Other items
2
4,385 (229)
Income tax 9,509 (5,898)
Effective income tax rate 45% 20%
Specification of the tax effect of temporary differences and losses carried forward
USD in thousands Benefit Liability Benefit Liability
Fixed as sets - 4 - 3
Receivables 8 - 566 -
Social security contribution on share-based payments 1,301 - 3,332 -
Losses carried forward 5,375 - 10,478 -
Total 6,684 4 14,376 3
Off-balance s heet deferred tax benefits - -
Net deferred benefit/liability in the balance s heet 6,680 14,373
2021
2020
102
GROUP ANNUAL REPORT 2021
Changes in deferred taxes assets in the balance sheet is $7,693 thousand year-on-
thousand and changes in deferred tax over equity of negative $1,816 thousand.
In 2021, company has achieved a strong revenue growth as result of successful
commercial development of the Kahoot! offerings. Kahoot!’s net income
included in the balance sheet on the basis of future taxable income.
NOTE 13 CONTINUED FINANCIAL STATEMENTS | PARENT COMPANY
USD in thousands
Specification of income tax: 2021 2020
Changes in deferred tax over profit and loss 9,509 (5,898)
Income tax 9,509 (5,898)
Reconciliation from nominal to real income tax rate: 2021 2020
Profit/(loss) before taxation 21,350 (29,488)
Estimated income tax according to nominal tax rate (22%) 4,697 (6,487)
The tax effect of the following items:
Share-based payments 900 431
Non-deductible expenses 173 26
Change in valuation earn-out (non-taxable/non-deductible) (175) -
Prior year corrections
1
(471) 361
Other items
2
4,385 (229)
Income tax 9,509 (5,898)
Effective income tax rate 45% 20%
Specification of the tax effect of temporary differences and losses carried forward
USD in thousands Benefit Liability Benefit Liability
Fixed as sets - 4 - 3
Receivables 8 - 566 -
Social security contribution on share-based payments 1,301 - 3,332 -
Losses carried forward 5,375 - 10,478 -
Total 6,684 4 14,376 3
Off-balance s heet deferred tax benefits - -
Net deferred benefit/liability in th e balance s heet 6,680 14,373
2021 2020
Specication of the tax effect of temporary differences and losses carried forward
103
GROUP ANNUAL REPORT 2021
NOTE 14 FINANCIAL STATEMENTS | PARENT COMPANY
NOTE 14
FINANCIAL LIABILITIES
Contingent consideration (earnout) relates to acquisitions in 2021 and 2020. The
contingent consideration relating to 2020 was fully settled in 2021. The current part
2023. For details and description of accounting policy regarding the contingent
USD in thousands 2021 2020
Trade payables 3,083 1,524
Other current liabilities
Contingent consideration 3,938 6,814
Provision for social security tax share-based payment 5,721 15,145
Other current payables 4,614 2,766
Total trade payables other current liabilities 17,356 26,249
Other non-current liabilities
Contingent consideration 1,748 -
Total other non-current liabilities 1,748 -
104
GROUP ANNUAL REPORT 2021
ALTERNATIVE PERFORMANCE MEASURES
FINANCIAL STATEMENTS | ALTERNATIVE PERFORMANCE MEASURES
GROUP ANNUAL REPORT 2021
104
In order to enhance the understanding of the Kahoot! Group’s performance, the Group
presents certain measures and ratios considered as alternative performance measures
Invoiced Revenue, Monthly Recurring Revenue (MRR), Annual Recurring Revenue
These APMs are presented as the Group considers them to be important supplemental
Group’s operating activities. Please see at right further description of these APMs.
to customers in the relevant period.
Group expects to receive on a monthly basis from customers.
the applicable month multiplied by twelve.
income (expenses), income tax, depreciation, and amortization.
operating items are material expenses and other material transactions of either a
non-recurring nature or special in nature compared to ordinary operational income
or expenses and include adjustments for share-based compensation expenses and
related payroll taxes, acquisition-related expenses, and listing cost preparations.
listing cost and cash effects related to share-based payment.
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(collectively, the “Deloitte organization”). DTTL (
also referred to as “Deloitte Global”) and each of its member firms and related entities are legally
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ember firm and
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To the General Meeting of Kahoot! ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Kahoot! ASA, which comprise:
• The financial statements of the parent company Kahoot! ASA (the Company), which comprise the balance sheet
as at 31 December 2021, the income statement and cash flow statement for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of Kahoot! ASA and its subsidiaries (the Group), which comprise the
balance sheet as at 31 December 2021, the income statement, statement of comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion:
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31 December
2021, and its financial performance and its cash flows for the year then ended in accordance with the Norwegian
Accounting Act and accounting standards and practices generally accepted in Norway, and
• the financial statements give a true and fair view of the financial position of the Group as at 31 December 2021,
and its financial performance and its cash flows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company and the Group as required by laws and regulations and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
The Company was listed in March 2021. We were the independent auditor of the Company prior to the listing. We
have been the independent auditor of the Company for 1 year after the listing, including the year of listing.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
page 2
Independent Auditor's Report -
Kahoot! ASA
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Business Combination – Clever Inc.
Key audit matter
How the matter was addressed in the audit
During 2021 the Group acquired three businesses.
These acquisitions varied in size and complexity.
With reference to disclosures in note 4, the
acquisitions of Clever Inc. (“Clever”) was the most
significant and also the most complex transaction.
The acqui
sition of Clever was closed on September 1,
2021, for a
consideration of USD 492.5 million.
Management has completed a provisional purchase
price allocation for Clever (“PPA”), in order to
allocate the consideration between the various
assets and liabilit
ies recognised following the
transactions.
Identifiable assets and liabilities acquired in the
busines
s combination are recognised at fair values
on the acquisition date. Judgment is required when
identifying and
valuing the assets and liabilities
acquired, including valuing the intangible assets.
Management engaged external fair value specialist
to perform the valuation of certain assets of Clever.
With respect to the acquisition of Clever, acquired
intangible as
sets included technology valued at USD
31 million, brand valued at USD 73 million and
customer relations valued at USD 32 million. The
goodwill arising for the acquisition
amounted to USD
395.3
million. The key judgments in determining the
fair value of th
e intangible assets acquired in the
transaction were Weighted Average Cost of Capital,
Churn and Royalty Rate.
We assess the purchase price allocations to be a key
audit matter due to the significant judgment
required related to identification and valuatio
n of
intangible assets acquired.
• In responding to the identified key audit matter, we
completed the following audit procedures:
• we evaluated the process used by management to
identify and value the assets and liabilities acquired
including assessing the design and implementation of
relevant controls over business acquisitions.
• we obtained the purchase agreements and assessed
whether the transactions have been accounted for in
accordance with IFRS 3 Business Combinations.
• we obtained and assessed the work performed on the
purchase price allocation by management’s external fair
value specialist, focusing on the valuation of intangible
assets as follows;
• we assessed the fair value adjustments and reconciled
back to the purchase price allocation,
• with the assistance of our internal value specialists, we
assessed the valuation methodology and assumptions
used,
• we recalculated the values provided by management’s
external fair value specialist utilizing our internal
valuation models, and
• we have assessed management’s external fair value
specialist’s requisite competency and experience to
assist management in the preparation of the purchase
price allocations.
• We have also reviewed the disclosures included in note
3 and 4 of the consolidated financial statements.
Goodwill
Key audit matter
How the matter was addressed in the audit
In the Group’s consolidated financial statements as
of December 31, 2021, the carrying value of goodwill
amounted to USD
494.4 million.
For further information and a description of
estimates and judgments involved related to
assessments of the carrying va
lue of goodwill, refer
We assessed the design and implementation of the controls
established by management related to assessment of the
recoverability of goodwill.
We assessed and challenged, by reference to past
performance, externally derived data and forecast for
economic factors, the reasonableness of management’s
judgements, in particular:
page 3
Independent Auditor's Report -
Kahoot! ASA
to note 11 in the Group’s consolidated financial
statements.
According to IFRS as adopted by the EU, the goodwill
is required to be tested for impairment annually or
whenever events or changes in circumstances
indicate that the carr
ying value may not be
recoverable. The recoverability of the goodwill is
dependent on assumptions about forecast of future
cash flows, specifically forecast revenue, operating
margin and long
-term growth rates along with
discount rates.
The outcome of imp
airment assessments could vary
significantly if different assumptions were applied.
We assessed goodwill to be a key audit matter due
to the importance of assumptions and level of
uncertainties and judgements involved
.
• the cash flow forecast;
• the long-term growth rate; and
We have evaluated the assumptions and methodologies used
and tested the mathematical integrity of the models.
We utilized our internal fair value specialists to assess the
discount rates used.
We have also reviewed the disclosures included in note 11 of
the consolidated financial statements.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the Board of
Directors’ report and the other information accompanying the financial statements. The other information comprises
information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other
information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report
and the other information accompanying the financial statements. The purpose is to consider if there is material
inconsistency between the Board of Directors’ report and the other information accompanying the financial
statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’
report and the other information accompanying the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the
other information accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate Governance
and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance
with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for
the preparation and true and fair view of the consolidated financial statements of the Group in accordance with
International Financial Reporting Standards as adopted by the EU, and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial
statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise
will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting
page 4
Independent Auditor's Report -
Kahoot! ASA
unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but
to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error.
We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's or the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company and the Group's ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide 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 safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
page 5
Independent Auditor's Report -
Kahoot! ASA
Report on Other Legal and Regulatory Requirements
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial statements with file
name 2549004957SZTRN8CW77-2021-12-31-en.zip have been prepared in accordance with Section 5-5 of the
Norwegian Securities Trading Act (Verdipapirhandelloven) and the accompanying Regulation on European Single
Electronic Format (ESEF).
In our opinion, the financial statements have been prepared, in all material respects, in accordance with the
requirements of ESEF.
Management’s Responsibilities
Management is responsible for preparing, tagging and publishing the financial statements in the single electronic
reporting format required in ESEF. This responsibility comprises an adequate process and the internal control
procedures which management determines is necessary for the preparation, tagging and publication of the financial
statements.
Auditor’s Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been prepared in accordance
with ESEF. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard
requires us to plan and perform procedures to obtain reasonable assurance that the financial statements have been
prepared in accordance with the European Single Electronic Format.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for preparing
its financial statements in the European Single Electronic Format. We evaluated the completeness and accuracy of
the iXBRL tagging and assessed management’s use of judgement. Our work comprised reconciliation of the financial
statements tagged under the European Single Electronic Format with the audited financial statements in human-
readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Oslo, 20 April 2022
Deloitte AS
Reidar Ludvigsen
State Authorised Public Accountant
This document is signed electronically.
105
GROUP ANNUAL REPORT 2021
for the year ended 31 December 2021 have been prepared in accordance with the Norwegian Accounting Act, that they
of the Company and the Group and includes a description of the principle risks and uncertainties that they face.
RESPONSIBILITY STATEMENT
20 April 2022
AKSHAY NAHETA
Board member
LORI VARNER WRIGHT
Board member
SARAH BLYSTAD
Board member
EILERT HANOA
CEO
STEFAN BLOM
Board member
JOANNE KUHN BRADFORD
Board member
ALEXANDER REMEN
Board member
ANDREAS HANSSON
Chair of the Board
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GROUP ANNUAL REPORT 2021
0160 OSLO
www.kahoot.com
Incorporated in: Norwa y
Domicile: Norway
GROUP ANNUAL REPORT 2021