SPIR GROUP ASA

Annual report

2023

Spir Group ASA

Annual Report 2023

Contents

01 This is Spir Group 3

02 2023 in brief 5

03 CEO letter 8

04 Our management and board 10

05 Our values 14

06 Spir Group company structure 15

07 Sikri 17

08 Ambita 20

09 Boligmappa 23

10 Metria 26

11 Building position and brands 30

12 Innovation and growth strategy 33

13 ESG 34

14 Board of Directors’ report 40

15 Consolidated financial statements 53

16 Spir Group ASA financial statements 111

17 Auditor’s report 124

Spir Group ASA

Annual Report 2023

01 This is Spir Group

Spir Group consists of strong Nordic digital brands delivering mission-critical software and data to PropTech

and public sector.

Spir Group (or ’the Company’) consists of Nordic digital

brands delivering mission-critical software and data,

empowering people and businesses to make informed

decisions and be more efficient. The Company has two

main positions in the market, delivering software to

simplify and digitize public administration processes,

and a leading PropTech player in the real estate

industry. The Company is streamlining the property life

cycle based on deep technology and data.

Our customer base spans from public sector to private

businesses within real estate, banking, insurance,

property developers, media companies, builders,

property owners, realtors, engineers, power companies

and building materials production companies.

We create added value for the public sector, private

industries, and consumers, with an innovative

approach to the use of data and data analysis for

better decision-making.

Our focus is developing services that create value for

society. Spir Group has broad coverage in established

market positions, by expanding our offerings from

supplying case management in building applications,

to now also offering building application solutions

for private entities. The company thereby offers a

full value chain approach to the building application

process.

For Spir Group, data is at the core of everything

we do. The global data economy is growing, and

data driven decisions will be key in managing a

volatile future, both within the business world but

also in bigger issues such as battling global climate

change. We create seamless digital services to enable

powerful insight and easy interaction between people,

the private and public sector. Together we create

value and shape a sustainable future, promoting

transparency and building trust.

Spir Group has an ambitious growth strategy –

both through organic development and M&A. The

Company continuously look for acquisition targets

that will enable us to sell existing products and

services to new customer groups or in new markets

and geographies, or that will enable the Company

to broaden the portfolio towards existing customers.

However, Spir Group’s long-term success in achieving

its goals will be met by successfully integrating

acquired companies into the Company and identifying

synergies and common development opportunities

between our subsidiaries companies.

As of 31 December 2023, Spir Group has 354 full-

time employees across the Nordics, whereof 39

percent are females. Our Board is comprised of

40 percent females, and the management team

comprises 60 percent females. Our team of dedicated

employees work together to create value and shape

a sustainable future, promoting transparency and

building trust.

Spir Group ASA

Annual Report 2023

Spir Group’s Companies

Sikri – provides critical software solutions to the public sector in Norway for case

processing, building applications, archiving, and document management. Sikri

has strong number one positions within scanning, data capture, digitization, and

optimization of documents.

Ambita – offers digital solutions based on Norwegian real estate data. Ambita

provides professional players involved in developing, buying and selling property

with crucial services securing quality, transparency and efficiency in their

workﬂows.

Boligmappa – is a digital platform for property owners, craftsmen and other real

estate professionals, enabling storing, aggregation and distribution of valuable

information on all properties in Norway.

Metria – is an expert in digital solutions and services in GIS (geographical

information system), remote analysis, geodata, climate and environment, real

estate, and business information in Sweden.

Spir Group ASA

Annual Report 2023

14%

Revenue growth

Spir Group has a significant footprint and

has strong nummer one positions within

delivering mission-critical software for the

public sector and the real estate industry.

Our goal is to be the leading Nordic data driven

ecosystem for public case management and PropTech,

where we have significant market shares both in

B2B and B2C. The key underlying driver for our

development is the pressing need for accelerated

digitization of complex processes involving public

entities, private enterprises, and private consumers.

Some highlights

for the year

02 2023 in brief

MNOK 1 057

Overall revenue in 2023

in Spir Group

Revenue per company

Sikri

Ambita

Boligmappa

Metria

Other

26%

42%

27%

When adjusting for currency impacts

MNOK 398

Annual recurring revenue

(ARR)

Growth in ARR YoY

Proforma organic

revenue growth

81%

Recurring & recurring-like

revenue

Spir Group ASA

Annual Report 2023

50%

Equity ratio

NOK 1000 2023 2022

Revenue 1 056 716 929 841

Cost of goods sold 415 266 381 953

Gross profit 641 450 547 888

Other operating expenses 472 019 420 680

EBITDA 169 431 127 209

Other income and expenses 19 598 39 112

Adjusted EBITDA 189 029 166 321

Adjusted EBITDA margin % 17.9% 17.9 %

Income and expenses

Reported actuals

105

Reduced NIBD from

MNOK 756 2022 to

MNOK 651 2023

M&A

Non-core business area

of Metria Planning &

Surveying divested.

Acquisition of AIoT

More highlights for the year

33%

Adjusted EBITDA

increase

18%

Adjusted EBITDA

margin

Revenue from

Public sector

61%

Gross margin

Spir Group

Spir Group ASA

Annual Report 2023

Key facts and figures

354

Employees in Spir Group

Share of women and men

in the Group

Men Women

Share of women and men

in Management

Men Women

39%

60%

61%

40%

Spir Group ASA

Annual Report 2023

Dear stakeholders,

2023 has been an eventful year where we have

taken important steps, and methodically laid the

groundwork for sustainable, long-term value creation

through a series of fundamental adjustments.

Firstly, our continued focus throughout the year

has been on reshaping the company. Following the

divestment of Prognosesenteret at the end of 2022,

we continued to divest non-core business areas. In

2023 with the divestment of the Planning & Surveying

area of Metria, we will be more efficient in the

remaining core Metria operations. To gain competitive

advantages within artificial intelligence, we acquired

the company AIoT in 2023.

Secondly, we have a new management team in place.

We’ve assembled a robust new management team

comprising individuals with extensive experience

from within our own organization and of external

recruitment.

Thirdly, at the very end of the year, we underwent a

significant transformation by rebranding our company

from Sikri Group to Spir Group. We view this change

as a pivotal milestone, as it enhances clarity in

distinguishing our brands.

The name ”Spir” embodies our aspiration to inspire

and take us towards greater heights of success.

And finally, we will keep focus on building best in class

software and maintain our talented workforce, and

to continue to be our customers number 1 trusted

advisor in our areas where we deliver mission critical

technology and solutions; public sector, real estate

and geo information.

At the same time, we’ve maintained our financial

momentum. By the close of 2023, our annual recurring

revenue reached NOK 398 million, a growth of 7

percent compared to the previous year. In addition,

we have transaction related revenues contributing to

recurring and recurring-like revenues that constitutes

81 percent of our total income.

03 CEO letter

We’ve successfully steered our product mix towards

offerings with higher gross margins, strengthening our

ongoing profitability, with an adjusted EBITDA margin

of 18 percent for the year. Particularly noteworthy is

the robust growth observed in our solutions for the

public sector within Sikri. This segment benefits from

the resilience and strength of the market for mission-

critical software solutions in the public sector. Our

real estate solutions are to a greater extent subject

to ﬂuctuations driven by macroeconomic factors. It’s

also worth highlighting the significant reduction in our

financial debt throughout 2023, which has afforded

us greater strategic and operational ﬂexibility moving

forward.

With an increased focus on ESG-related issues, Spir

Group is experiencing growing expectations from

employees, portfolio companies, investors, and

authorities for us to account for how our business

activities create value for society. The Group

recognizes and respects the UN’s 17 Sustainable

Development Goals, and we have identified several

sustainability goals that we have placed on the

strategic agenda.

This change isn’t just about a new name.

It shows our commitment to innovation,

development and adaptability in an ever-

changing market. Spir Group reﬂects our

drive for progress, growth and inspiration.

Spir Group ASA

Annual Report 2023

Over the past year, we have diligently worked to

enhance competence and knowledge internally

among employees to approach ESG in a strategic

manner and importantly, to implement and measure

the impact of the initiatives we have undertaken.

Spir Group is working on long-term strategic goals

that will make us a preferred partner in the green

transition.

Looking into 2024 we believe we have laid the

foundation for attractive and long-term value

creation for the Group in the coming year. The goal

is to continue organic growth by strengthening and

refining Spir Group´s core pillars and at the same time,

consider strategic acquisitions that will fit within Spir´s

portfolio.

I expect also that AI technology will not only drive

internal and external innovation, but that it will also

significantly enhance our development processes and

be a catalyst for transformation. It´s essential for us to

ensure that data is readily accessible throughout the

organization so that we can strengthen our decision-

making and productivity.

We hold a positive outlook on the PropTech segment,

expecting favorable outcomes for our portfolio. With

the real estate market showing signs of improvement

and continued growth in the public sector, we

anticipate further strengthening of our position.

Finally, I wish to express my gratitude to all my

colleagues at Spir Group, as well as our customers,

partners, and shareholders, for their trust and

confidence throughout 2023. We remain committed

to working persistently to sustain and strengthen this

trust and confidence in 2024 and beyond.

Per Haakon Lomsdalen

CEO, Spir Group

Spir Group ASA

Annual Report 2023

04 Our management and board

Management

Spir Group has

a dedicated and

experienced

management team.

The management

represents different

disciplines and varied

experiences. The

management team

consists of 40% men

and 60% females.

Per Haakon Lomsdalen

Chief Executive Officer

Lomsdalen (1973), CEO of

Spir Group from August 2023.

Lomsdalen joined Spir Group

from the position as Country

General Manager of Salesforce

in Norway and Iceland and has

previously held the position

as COO of SAP in the Nordics

and Country General Manager

of SAP in Norway. He also has

many years of experience in

various leadership positions at

IBM. He is a Norwegian citizen,

residing in Drammen, Norway.

Cecilie Brændt Hekneby

Chief Financial Officer

Hekneby (1972), CFO of Spir

Group from February 2024.

Hekneby joined Spir Group

after seven years as CFO of

Self Storage Group. Before this,

Hekneby was Finance Manager

in Selvaag Self-Storage, Group

Controller in Color Line and

Project Manager and Financial

Controller in Posten Norge.

Hekneby is Siviløkonom from

the Norwegian School of Econo-

mics and Business Administra-

tion (NHH). She is a Norwegian

citizen, residing in Oslo, Norway.

Cecilie is the successor of

Camilla Aardal, Spir Group´s

CFO in 2023.

Kimberly Phan

Chief Marketing Officer

Phan (1987), CMO of Spir Group

since October 2023. Phan has

comprehensive experience

with digital marketing, brand

development, public relations

and customer engagement in

the software industry. She has

previously held lead marketing

roles in Visma and Salesforce.

She is a Norwegian citizen,

residing in Lillestrøm, Norway.

Mia Ryan

Chief Technology Officer

Ryan (1980), CTO of Spir Group

from March 2024. Ryan was

Head of platform and central

tech in Lendo Group, part of

Schibsted. She has extensive

experience with strategic work

on technology, cloud and AI,

from the financial sectors. She is

a Norwegian citizen, residing in

Oslo, Norway.

Anita Fragaat

Chief of Staff

Fragaat (1973), Chief of Staff

of Spir Group from October

2023. Before joining Spir Group

Fragaat has extensive

experience from the IT software

industry, within event

managment and

communications, and held

various strategic positions in

IBM and Salesforce. She is a

Norwegian citizen, residing in

Bærum, Norway.

Spir Group ASA

Annual Report 2023

Arild Elverum

Managing Director, Ambita AS

Elverum (1974), Managing

Director of Ambita AS from

August 2021. Has broad experi-

ence in management, sales and

marketing in the IT and telecom

sector. Before joining Ambita,

Elverum worked with

digitization and conversion to

new business opportunities in

companies such as EVRY,

Microsoft, Nokia and Telenor.

He is a Norwegian citizen,

residing in Nedre Eiker, Norway.

Anne Mette Havaas

Head of Strategy Public

Havaas (1976), Head of

Strategy Public of Spir Group

from September 2023.

Previously CMO of Spir Group,

and Director Product &

Marketing of Sikri AS. Previously

Head of Department in EVRY

and has held various strategic

roles within public and

municipal sectors 1998-2015.

She is a Norwegian citizen,

residing in Kristiansand,

Norway.

Erling Olaussen

Managing Director,

Boligmappa AS

Olaussen (1970), Managing

Director of Boligmappa AS from

2018. Olaussen has extensive

experience from various

technology companies,

including as development

manager and CIO in Infront AS,

before he became technology

director at Ambita in 2015, and

head of Boligmappa in 2018. He

is a Norwegian citizen, residing

in Oppegård, Norway.

Jonas Åkermann

Managing Director, Metria AB

Åkermann (1973), Managing

Director of Metria AB from

August 2022. Åkerman has held

different executive positions

within the digital business

information and IT services

industry. He has held roles as

Managing Director, Business

Area Director and Sales Director

in companies such as Bisnode

and InfoTrader. He is a Swedish

citizen, residing in Stockholm,

Sweden.

Hege Moe Tveit

Managing Director, Sikri AS

Tveit (1973), Managing Director

of Sikri AS from August 2022.

Previously responsible for s

trategy and business develop-

ment in Spir Group and

strategy, product and business

development in Ambita. Tveit

has also held various

management roles in Telenor

within development and

operations. She is a

Norwegian citizen, residing in

Bærum, Norway.

Anny Margrethe Bratterud

HR Director

Bratterud (1967), HR director

in Spir Group from 2021. Held

several management positions

in IT and in Ambita before she

became HR director in 2011.

Bratterud has a Master’s degree

in technology and management

from BI. She is a Norwegian

citizen, residing in Nedre Eiker,

Norway.

Spir Group ASA

Annual Report 2023

Board of Directors

Spir Group’s Board of Directors consists of five members, elected by the

annual general meeting. The Board is comprised of directors with varied

backgrounds and represents a broad range of experience both within and

outside the IT sector. The collective knowledge contributes to safeguard

and develop Spir Group’s long-term growth strategy. The share of

females in the Board of Directors is 40 percent.

Rolv Erik Ryssdal

Chairperson

Ryssdal (1962), Ryssdal has held

multiple Managing Director and

CEO positions at Aftonbladet,

Schibsted and Adevinta.

Ryssdal led Adevinta’s IPO in

2019 and the acquisition of

eBay Classifieds Group in 2021.

Chairperson of Spir Group´s

Board of Directors since

November 2022. Holds a

Master of Business Administra-

tion from Insead og Master of

Science from Handelshøyskolen

BI. He is a Norwegian citizen,

residing in Oslo, Norway.

Jens Rugseth

Board Member

Rugseth (1962), Chairperson of

Karbon invest, and member of

the board of Crayon Group, Link

Mobility and Techstep.

Co-founder of Crayon Group,

Link Mobility, Basefarm,

Mnemonic and Spir Group.

Chairperson of Spir Group

during January 2020 - May

2021, and Board member

since June 2021. Jens studied

business economics at BI Nor-

wegian Business School. He is

a Norwegian citizen, currently

residing in Luzern, Switzerland.

Martine Dragset

Board Member

Dragset (1989), Partner at

Askeladden & Co. Previously

worked in Mentra by SATS, as

well as McKinsey, most recently

as Associate Partner, focusing

on strategy and commercial

topics for B2C companies. Holds

an MBA from Harvard Business

School and a BSc in Economics

and Business Administration

from NHH. Board member of

Spir Group since June 2022. She

is a Norwegian citizen, residing

in Oslo, Norway.

Spir Group ASA

Annual Report 2023

Sigrun Syverud

Board Member

Syverud (1987), co-founder and

former CEO of tech startup

Vibrent International AS (disc.

2024). Previously held positions

within consulting & finance,

including in Arctic Securities,

McKinsey and Arkwright

Corporate Finance. Syverud

holds a MSc in Finance from

Norges Handelshøyskole (NHH)

og BA in economics from Hum-

boldt University, Berlin. Board

member of Spir Group since

June 2022. She is a Norwegian

citizen, residing in Oslo, Norway.

Preben Rasch-Olsen

Board Member

Rasch-Olsen (1974), Investment

Director in Rasche Investeringer.

Chairman in Rift Labs. Former

Financial Analyst in Handels-

banken and Carnegie. Board

member of Spir Group since

January 2020. Holds a Master

in Finance from BI Norwegian

Business School, and an AFA,

Finance from Norwegian School

of Economics (NHH). He is a

Norwegian citizen, residing in

Bærum, Norway.

Spir Group ASA

Annual Report 2023

We create seamless digital services to enable powerful insight and easy

interaction between people, private businesses and public sector. Together

we create value and shape a sustainable future, promoting transparency

and building trust — insight and interactions made effortless.

We are building the leading Nordic ecosystem for public administration,

property technology, analysis, and data.

05 Our values

Innovation

Innovation is at the core of Spir Group’s identity. We believe in staying ahead of the curve,

embracing emerging technologies, and constantly challenging ourselves to explore new

horizons. We don’t just think outside the box, we tear down its barriers.

Collaborataion

We work together within each company and across Spir Group, with our partners, clients

and the public to create digital eco-systems that in turn enable society to work together and

interact seamlessly. All because we believe collaboration is key to building a sustainable future.

Sustainability

Sustainability is a major inherent part of all our solutions. We believe in clever and responsible

utilization of digital possibilities to reach our common goals. Reduced costs, effort and spent

resources benefit people, society and the planet.

Trust

We earn the trust of our colleagues, partners and clients, and strengthen trust in society by

creating digital services that promote transparency and enable smooth interaction between all.

In our organization, the customer is first, in everything we do!

An attractive workplace with diversity and room for development

is key for our growth journey.

With an efficient, agile and learning organization where trust

and responsibility are core values, we act quickly on the needs

of our customers and to changing market conditions.

We have a growth mindset and through innovation, development,

and collaboration, we continuously seek new opportunities together

with our customers and partners.

To reach our high ambitions and to be the

best possible partner for our customers, we

set high goals for the Spir team.

Spir Group ASA

Annual Report 2023

Spir Group ASA is a public limited liability

company organized and existing under the

laws of Norway pursuant to the Norwegian

Public Limited Liability Companies Act.

The Company’s main office is in Norway,

Dronning Mauds gate 10, 0250 Oslo. The

Company has several locations in Norway

and Sweden.

Spir Group’s business is organized and reported

according to a company structure comprised of

the following four companies in 2023: Sikri, Ambita,

Boligmappa and Metria.

In addition, Spir Group owns Aiot AS, 4Cast Media

AS, Energiportalen and PixEdit AB, and has minority

interest in several companies. This enables Spir Group

to leverage the holdings and accelerate our growth.

06 Spir Group company structure

Providing critical software solutions to the public

sector for case processing, building applications,

archiving and document management

Offering digital solutions based on real-estate data,

providing professional players involved in developing,

buying and selling property with insight and making

their work processes more efficient and secure

Delivers a digital platform for property owners,

craftsmen and other real estate professionals,

enabling storing, aggregation and distribution of

valuable information

Within geoinformation, Metria offers services and

solutions within geodata, property & real estate,

consultancy & analysis and could solutions

Spir Group ASA

Annual Report 2023

Legal structure

Spir Group ASA is the ultimate holding company.

The Company is not an operating entity, and Spir

Group’s operations are thereby carried out through

the Company’s operating subsidiaries.

See note 19 and 20 for further information.

Spir Group ASA

Ambita AS

(100%)

Sikri AS

(100%)

Metria AB

(100%)

PixEdit AB

(50.1%)

4Cast Media AS

(100%)

Boligmappa AS

(94,3%)

Energiportalen AS

(65%)

AIoT

(100%)

Spir Group ASA

Annual Report 2023

Spir Group, through Sikri AS, is a key player in the market for managing and archiving

documents through the software platforms Elements and eByggesak.

07 Company review: Sikri

Sikri provides critical software solutions to the public

sector for case processing, building applications,

archiving, and document management. The

solutions create value for customers through

better collaboration, improved administration of

documentation and data driven decision-making.

Providing user-centric, coherent services is an

important, shared goal for the public sector in

Norway. Working closely with customers, partners,

and national premise providers is essential for Sikri.

The number one mission is assisting the public sector

in reaching its goals of efficient use of resources and

better services for citizens.

Sikri’s product portfolio includes case management,

document management and digitization, archiving

systems and risk and compliance tools. Products and

services are mainly targeting the Norwegian public

sector, but the customer base also includes several

international clients.

Sikri has strong number one positions within scanning,

data capture, digitization, and optimization of

documents.

As a bi-annual offering, Sikri provided hardware and

scanning services for more than 100 Norwegian

municipalities and counties as part of the Norwegian

Municipality and County Council Election in 2023.

The election project generated a total revenue of 12

MNOK.

To strengthen the position within both AI and IoT, Sikri

acquired the start-up company AIoT in Q2 2023. The

acquisition provides Sikri with an increased offering

towards municipalities and other parts of the public

sector.

Spir Group ASA

Annual Report 2023

Elements, Sak-Arkiv

Elements, Sak-Arkiv (Case Management) is a

core system for all types of businesses. It is an

off-the-shelf product that can be configured

to suit each business’ needs. The solution

is compliant with NOARK, the Norwegian

standard for electronic archiving for the public

sector. Sikri has extensive experience with

integrating and applying national standards

and Elements is developed to communicate

with most professional systems and joint

solutions used in the public sector through an

extensive number of integrations. Examples of

offered integrations are Altinn, The National

Population Register (“Folkeregisteret”) and

other public registers and Microsoft Office

applications as well as hundreds of different

professional systems.

The Elements platform is based on universal

design, a key feature for solutions offered to

the public sector.

Elements eByggesak

Elements eByggesak is a dedicated

software specialized for construction case

processing developed for the Norwegian

public sector, securing, and simplifying case

management of building permits. Elements

eByggesak is developed according to a

national product specification developed

by KS (Kommunesektorens organisasjon)

in collaboration with DIBK (Direktoratet for

byggkvalitet) and Norwegian municipalities.

Samsvar

Samsvar is a quality system that helps

customers keep track of their legal

requirements related to privacy and

information security, including non-

conformance reporting, and conducting risk

vulnerability analyzes. The offering is being

expanded to include risk management and

broader compliance tools.

PixEdit

PixEdit is a software for automating the

processing of scanning, data capture,

digitalization and optimization and interactive

editing, converting all types of files/

documents, enriching them with the right

valuable digital content. The solution is based

on artificial intelligence and is cloud-based.

Products and services

Sikri

AIoT

AIoT is a platform for easy collection of data,

both from public and proprietary sources,

including sensor data from IoT devices,

APIs, databases, and other sources. The

solution collects and aggregates data and

has functionality for both visualization and

reporting.

Spir Group ASA

Annual Report 2023

2023 highlights

Sikri

• Sikri won 60 percent of the public tenders where the company

submitted offers in 2023, with IKT Nordhordland, The Norwegian

Directorate for Education & Training (“Utdanningsdirektoratet”)

and The Norwegian Correctional Service (“Kriminalomsorgen”)

being three of the main wins during the year.

• Customer demand for cloud solutions is evident, with nearly all

new customers choosing the cloud solution.

• Sikri has a growing business delivering digital automation that

streamlines work processes and reduces repetitive tasks with

the use of Artificial Intelligence (AI) and/or Robotic Process

Automation (RPA). Several successful customer projects have

been delivered during the year.

• The “Treffpunkt” conference was a great success gathering 372

participants from 148 businesses, and with 16 partners in Oslo in

November.

• As the first supplier, Elements eByggesak received a formal

approval as a professional system from the Norwegian Building

Acts and Regulations (Direktoratet for Byggkvalitet, DiBK).

• Valuable pilot with Kongsvinger municipality and signed the first

AIot agreements with municipalities in Norway. Also, established

a promising strategic partnership with Telenor.

Spir Group ASA

Annual Report 2023

Ambita offers products and services across the real estate and construction value chain, enabling

a more efficient and transparent market for all parties involved. The vision is to create the property

market of tomorrow.

08 Company review: Ambita

Ambita is organized in autonomous multidisciplinary

product area teams. The interdisciplinary aspect

ensures that we prioritize and make decisions from

a 360-perspective. Important success factors are

our in-depth expertise and customer insight, joint

ownership, and clear direction.

The services are based and developed on a broad

range of data sources, both public and private.

Ambita’s offerings covers the entire “lifecycle” of the

property: development, transactions, and ownership.

Our value propositions focus on helping our customers

with insight and making their work processes more

efficient and secure.

Ambita has a diversified customer base, primarily

in the private sector including all the major players

within the industry. The largest segments are real

estate agencies, banks, and finance institutions in

addition to construction and engineering. Most of

Ambita´s offerings represent number one positions in

their field.

Spir Group ASA

Annual Report 2023

Infoland

Maintaining the position as Norway’s largest provider of

real estate information, continuously offering new products

and services.

Infoland is a data source for the real estate market in

Norway, distributing both internal and external data

including data from all municipalities, more than 40

housing cooperatives and 50 other data suppliers. Real

estate information and maps are delivered through several

channels, including the Infoland web portal, APIs and system

integrations. Real estate agents, appraisers, lawyers, private

persons, and different players in the construction industry

use Infoland every day to retrieve the information they need,

either through the web portal or through an integrated

component in different professional systems.

Infoland is part of a complex ecosystem that digitize

processes related to buying, selling and developing property.

The service is customer-driven with frequent end-customer

dialogue to continuously improve the service and enhance

the customer experience.

Land registry & interaction services

Ambita is at the forefront of digitizing the settlement process

in real estate transactions.

The solutions are built mainly for banks, real estate agents and lawyers enabling them to

validate, sign and register documents with the Mapping Authority digitally. The services

are delivered both as APIs and as a portal, streamlining our users´ everyday lives while

contributing to a better customer experience for our customers´ customers.

Data services

Launching and developing new services making the real estate agent’s work processes

more efficient and secure.

The portfolio of data services includes a variety of services connected to the land

registry and technical information from the cadaster, combined with other public data

sources. Ambita has a team of experts that works closely witch customers and partners

to develop services that ensure efficient and correct decision-making processes in and

connected to the real-estate.

Products and services

Ambita

Spir Group ASA

Annual Report 2023

Byggesøknaden

Byggesøknaden is a jointly owned (Norconsult and Ambita) digital building

application for professionals.

The service enables our applicants to file building applications through a

digital process application to the municipality instead of filing by paper or

e-mail. As a result, paperwork is vastly reduced, and the process of informing

neighbors and the municipality is significantly better organized and more

efficient. During the last three years, Byggesøknaden has more than doubled

its revenue, and 2024 is expected to deliver further growth.

Propfinder

Propfinder is a map service designed for property developers.

The service compiles data from the public and private sectors in an

innovative way, which enables property developers to conduct site analysis,

feasibility studies and other early phase analysis related to property

development quickly and efficiently.

• Infoland: New Infoland-solution launched in Holte, a case management

system for the construction industry, enabling an efficient customer experience

by offering relevant map products and real estate information directly to the

customer’s projects in their case management system.

• Data services: Developed a platform for digital change of ownership

notifications - which will simplify the interaction between broker and business

manager.

• Data services: Established a pilot in collaboration with Vitec where the focus is

on automating and simplifying the sales mission for estate agents.

• Tinglysing: Continued to work on new processes around land registration

with attachments. Purchase and sale authorizations have been provided by

Ambita as attachments to property deeds. The team is also exploring the use

of attachments for security, inheritance, and probate support. Furthermore,

efforts have been undertaken to facilitate lawyers in electronic land

registration, and there is considerable interest in the Infoland-portal within this

segment.

• Byggesøknaden had a growth of revenue, despite a declining construction

market, this shows in an increasing Customer Lifetime Value by 50% (from

2022 to 2023). Byggesøknaden is the first vendor to be approved for building

case management, alongside Spir Group counterpart Elements eByggesak by

Sikri. This will drive marketing opportunities and future growth in 2024 when

the market is expected to turn.

• Real Estate Development team: The market is on the way to turning even

more positive and there is an expected growth in digitalization. The scope for

digitization is 50% growth in the coming years.

Products and services

Ambita

2023 highlights

Ambita

Spir Group ASA

Annual Report 2023

Boligmappa consists of several services

and products, such as Boligmappa.no,

Boligmappa for professionals and Hjemla,

all operating in the real estate and property

owner market.

We collect, process and distribute data on all

properties in Norway.

Boligmappa wants to help people make better

housing decisions, by delivering digital platforms

09 Company review: Boligmappa

where property owners can take control of the value,

condition, and documentation of their property

through documentation and unique insights. By

the services offered, homeowners and professionals

have access to key tools for securing and developing

what for most consumers represents their largest

investment - both when owning, selling, and buying a

home.

Spir Group ASA

Annual Report 2023

Boligmappa

Boligmappa is a digital platform connecting all sides of the housing and real estate lifecycle, from private

homeowners to large professional contractors.

Boligmappa has become the established market platform aggregating data on homes from public registers,

craftsmen and homeowners. Renovations and refurbishments are logged on individual home folders by

professionals on the platform. The home folder is designed for a specific home and thus follows the lifetime of

the building, creating transparency and traceability. The solution is offered through a cloud-based platform

with a Software-as-a-service (”SaaS”) business model targeting professional customers. Boligmappa’s customer

base consists of electricians, plumbers, craftsmen, real estate agents, house manufacturers, contractors and

real estate developers, as well as other companies involved in the real estate market. The subscription-based go

to market model gives a fully recurring revenue base, excluding some one-offs, and different customer tiers with

different prices based on number of employees.

Boligmappa.no is an online service that makes it easier for homeowners to manage their property, which for

most people also represents their largest financial asset. Electricians, plumbers and other craftsmen document

their work directly in Boligmappa, and combined with information uploaded by the user, value-adding property

data is safely stored and maintained over time.

Boligmappa Professional is used by craftsmen and other professionals to register work, documentation and

other data in Boligmappa. The user searches in the Land Registry and connects to the correct property. The

solution is available as a web application or as an integration in more than 70 ERP systems, such as Visma

Contracting, Cordel, Tripletex and more.

Boligmappa Data Platform is used by all the above, as well as property appraisers, electrical supervisors and

more.

Hjemla

Hjemla is a real estate platform

focusing on the value of residential

properties. Hjemla utilizes machine

learning to provide automated

valuation models and neighborhood

statistics to empower consumers. The

solution consists of a comprehensive

library of real estate data, creating an

ecosystem by combining consumer

inputs with external data sources.

The service can be found on the

proprietary web app hjemla.no, on the

mobile app Hjemla GO and on several

partner services. The application

employs state-of-the art machine

learning technologies to derive insights

about the true monetary value of a

home, historically, at the present and

future projections.

Products and services

Boligmappa

Spir Group ASA

Annual Report 2023

• Boligmappa reached an all-time high number of

monthly active users, with the peak at 390.000

unique Norwegian homeowners using the

Boligmappa.no service in a single month.

• Boligmappa launched Boligmappa+ at the end of

2023, a loyalty program for consumers. This is the first

larger initiative aiming to monetize the large amount

of registered private users (more than 900.000 as of

end of 2023).

• Boligmappa developed a new solution in collaboration

with Mittanbud, Norway´s largest platform for

craftsmen jobs. The solution will launch Q1 2024.

• Boligmappa collaborates with Skatteetaten (The

Norwegian Tax Administration) on an initiative to

clean up the black market for craftsmen services.

The collaboration got broad media attention,

underpinning and strengthening the relevance and

position of Boligmappa.

• Hjemla GO, a mobile app that lets the user walk

around in a neighborhood and receive real-time

information pertaining to nearby properties, was

officially launched.

• Hjemla Premium, a solution that lets the user see

more detailed information for a monthly fee, was

launched in late 2023.

2023 highlights

Boligmappa

Spir Group ASA

Annual Report 2023

Metria is an expert in digital solutions and services in GIS (geographical information system), remote analysis, geodata, climate

and environment, real estate, and business information in Sweden. Metria offers geographic information services for business

benefit and community development. Metria has a wide product portfolio spanning across information deliveries, Software-as-

a-Service (SaaS) products, expert analysis and customer-specific IT deliveries.

10 Company review: Metria

The business offer covers the entire chain from

identifying customer needs such as information

demands, process support or analysis to collecting and

visualizing data to create insights that lead to smarter,

safer, and greener decisions. With an extended business

information offering, the company can combine, for

example, property valuations with analyzed climate

factors - both as a packaged service or customer-

specific analyses.

Metria holds ISO-certificates within environment,

quality, and information security. A competitive

advantage to ensure that Metria is a compliant

supplier in the prioritized market segments.

Metria has specialists in IT development, geodata, GIS,

remote sensing as well as real estate and business

information. Metria’s customers include municipalities,

authorities, construction companies, forestry, energy

and telecom, banking, and insurance.

Spir Group ASA

Annual Report 2023

Geographical information services

Within Metria’s information deliveries, Metria offers services

and solutions spanning across the domains of geographical

information, property and real estate information,

business information, climate, and environment as well as

Metria created analysis and information sets within the

aforementioned areas. Information is delivered in the way

most suitable for the customer, ranging from file deliveries,

modern APIs, seamlessly integrated widgets, as well as

within Metria’s e-commerce platform.

Providing high-quality information is a cornerstone of

Metria’s deliveries. For that reason, the information is quality

assured and often enhanced in terms of quality to provide

as much value for customers as possible. Added dimensions

of insights and value creation are generated by combining

different data sets and utilizing Metria’s know-how and

analysis capabilities.

One such information offering is Metria’s new service, Metria

Klimatindex Fastighet, which was launched in the spring of

2023.

Property & real estate

For property and real estate, information is primarily provided through “Metria

FastighetSök” and “Metria Fastighetsuttag”. Metria FastighetSök is an online service

for daily updates from the general Swedish Property Registry, including ownership,

collateral, and mortgage information. This is a ﬂexible tool that can be integrated with

customers’ IT systems or be provided via the standardized web-based version. Metria

Fastighetsuttag provides information upon request from customers regarding properties

in specified geographic regions. During 2023 Metria has developed new services which

will enable serving the market with property information, as well other information types,

in new ways moving forward.

Products and services

Metria

Spir Group ASA

Annual Report 2023

Consultancy & analysis

Metria’s expert analysis offering mainly focuses on nature, environmental

and climate analysis based on geographical data, including satellite data

and lidar data. This includes for example land cover mapping of large areas,

analysis of nature preservation connected to infrastructure, ecosystem

impact analysis and risk mapping and analysis. The analysis is developed in

close cooperation with the customers and often combines open data with

the customers own data, using for example machine learning algorithms.

Customer-specific IT deliveries

Within customer-specific IT deliveries, Metria’s offering includes IT

development and design, system operations, lifecycle management

and support. Furthermore, the offering includes forestry and real estate

valuation, IT support to administer forestry and felling, digital support, and

validation and report of environmental data. The customers span from

public sector to telecom, banks, and energy.

Products and services

Metria

Software-as-a-Service (SaaS) solutions

Metria’s Software-as-a-Service (SaaS) products consists of web solutions

and applications based on refined and packaged geodata from an

extensive geodata warehouse as well as API connections. High-quality

topographic maps are available as off-the-shelf products. Data is

sourced from Lantmäteriet (The Swedish Mapping, Cadastral and

Land Registration Authority) and selected other data providers, before

it is processed through a streamlined, automated, and comprehensive

data processing to ensure quality and add value. Geodata customers

primarily consist of public sector organizations, forest companies, energy

sector companies, banks, and insurance companies as well as industrial

companies. An example use case is forest companies using Metria Maps

to determine routes for forest harvesting machines, or energy companies

planning grid constructions.

Markkoll is a Software-as-a-Service (Saas) based tool, collecting, and

connecting relevant geodata, business data and other infrastructure data

from a range of sources. After a successful launch in Sweden, Spir Group is

looking to secure such positive synergies for the company across borders,

targeting an introduction to the Norwegian market.

Spir Group ASA

Annual Report 2023

• Metria divested its Planning & Surveying business area to Sweco,

creating a strong strategic focus within Geoinformation and digital

solutions going forward.

• The growth within Metrias SaaS-solutions, was 7 percent and mainly

driven by Metria Maps.

• In 2023, Metria launched its next generation e-commerce platform.

• Important long-term contracts within the Utilities and Forestrial

customer segments were renewed.

• Metria released the Geodata report 2022-2023 with a focus on data

analysis for sustainable community development.

• Metria launched an offering to the financial industry which combines

property and business information with household energy performance,

enabling better decision-making regarding the finance industry’s

sustainability-related investments, and loan decisions.

• Many analyses within climate and environment were carried out during

the year. For example, Metria has mapped continuity forest on behalf

of the Swedish Environmental Protection Agency as well as physical

objects in the coastal area on behalf of the Swedish Agency for Marine

and Water Management. Within its framework agreement with the

Swedish Civil Contingencies Agency (MSB), Metria has carried out a

national heat mapping based on remote sensing data. Metria has also

provided support and analyses for government assignments regarding

the restoration of wetlands.

2023 highlights

Metria

Spir Group ASA

Annual Report 2023

Spir Group is a house of brands, with strong number one positions

that enjoy high standings within their customer segments.

Some examples:

Through strategic branding and a commitment to excellence, Spir Group fosters an

environment where each company retains its individual identity and strengths.

Spir Group offers a broad range of products and services, all aiming to provide

valuable insight to our customers. The Group carries well-known brands such as

Ambita, Sikri, Metria, Infoland, PixEdit, Elements and Byggesøknaden. Our leading

brand towards the consumer market is Boligmappa that experiences daily growth

in active users, highlighting it´s increasing popularity.

At the heart of Spir Group’s mission is creating value for society. Our brands

connect people, businesses and society, enhancing efficiency and enabling

data-driven decision-making. These distinctive brands actively contribute to

central ecosystems, aligning with our goal of making society more efficient and

sustainable.

In 2023, a strategic decision was made to change the former Sikri Group name to

Spir Group, in order to differentiate teh Group brand name from its subsidiary Sikri

AS. As the company transition into Spir Group, we are not only changing our name

but also redefining our vision for the future. The name ”Spir” reﬂects our aspiration

to inspire and spiral upwards toward new heights of success.

• In January 2018 only 1,5% of all building permits were digital. In 2023 we

have made a remarkable leap to 60%. Ambita plays a central role in this

transformation, working together with clients and partners to facilitate a

digital revolution within the real estate sector. With the widest range of

functionality in the market, and our services available via several portals

through our APIs, Ambita is at the forefront of this digitization.

• There has been a significant increase in digital building applications

through 2023. Applications for consent to the Norwegian Labor

Inspection Authority have increased by 118% since 2022. Spir Group

supplies one of the application solutions through Ambita and the

professional system, Elements eByggesak, to the municipalities through

Sikri.

• Metria developed the Geodata Report 2022/2023, a social survey that

delves into the potential of geodata analysis in confronting climate

change challenges and fostering sustainable development of society.

The main conclusion from the survey is by leveraging key data sources,

stakeholders can enhance resilience and drive positive change in society

and business.

• In Norway between 50 and 100 billion NOK disappears from the national

economy as a direct result of black labor and shadow economy every

year. This directly impacts the economic social benefits for society and

increases work-life crimes. Boligmappa is a platform for professional

handymen to register their work, as mandated by law in Norway.

Homeowners can access documentation of these jobs. In 2023, 502 150

jobs were logged on the Boligmappa platform, marking a growth of 12

percent from 2022. This growth signifies a positive impact in the fight

against illicit labor practices.

11 Building position

and brands

Spir Group ASA

Annual Report 2023

Spir Group has actively been building position and

brands though a wide variety of market activities.

Our overall goal is to build awareness, trust and

partnerships with customers and key players in the

industry. The key focus of our sales and marketing

activities is ensuring steady growth through targeting

new customers, building customer loyalty and

creating more value from our existing customer base.

Our sales and market activities consist of a mix of

the following initiatives:

• Digital marketing

• Education Services

• Roadshow

• Webinars and online courses

• Self-hosted conferences

• Third-party conferences

• Podcast

• PR and media

• Employee branding

These initiatives are executed across all market

segments. See some of the highlights of 2023 on

the following page.

Spir Group ASA

Annual Report 2023

ARENDALSUKA

”Arendalsuka” is a political festival in Norway and an

important meeting arena for our stakeholders. Spir

Group attended with all our brands, and we hosted

a debate with the topic ’Soaring prices and cost of

living: Is the Norwegian housing model threatened?’

The Norwegian private housing model favours

ownership rather than renting. However, the trend

the last few years indicate a growing number being

pushed into the rental market.

The debate was led by Boligmappa’s Communications

Director, Eirik Vigeland, and participants included key

stakeholders such as Morten Andreas Meyer, General

Secretary of Huseierne; Kirsti Kierulf, CEO of Norsk

Kommunalteknisk Forening; Henning Lauridsen, CEO

of Eiendom Norge; Per Haakon Lomsdalen, CEO of

Spir Group; and Siri Gåsemyr Stålesen, Member of

Parliament for the Labour Party (Arbeiderpartiet).

Boligmappa also recorded a live episode of their

podcast, Boligsnakk, at the venue Madam Reiersen.

The topic was the new Energy Performance of

Buildings Directive from the EU, which attracted a

good crowd. Among the guests on the show were

Carsten Pihl from the Norwegian House Owner

Association, Maren Esmark from The Norwegian

Water Resources and Energy Directorate (NVE), and

Inger Andresen, a professor from NTNU.

Ambita hosted a networking event with the

Norwegian Real Estate Association, an important

partner for the company. Together, we invited around

100 real estate agents from the south of Norway.

This is a great way to create new networks across

the industry, gather feedback from customers, and

simultaneously create lasting memories together. The

event has become an annual tradition, and we receive

positive feedback every year. Ambita will organize the

same event for 2024.

Boligmappa recorded a live episode of their podcast,

Boligsnakk, at the venue Madam Reiersen. The

topic was the new Energy Performance of Buildings

Directive from the EU, which attracted a enthusiastic

audience. Among the guests on the show were

Carsten Pihl from the Norwegian House Owner

Association, Maren Esmark from The Norwegian

Water Resources and Energy Directorate (NVE), and

Inger Andresen, a professor from NTNU.

Sikri participated in a debate arranged by Kartverket

about a new digitization strategy for Norway, and the

potential benefits of digitalization of the public sector.

TREFFPUNKT TOUR

For the 2nd time, Sikri went on the TREFFPUNKT

Norway tour, and from April to June, we visited 15

cities all over Norway. This tour has become an

important meeting place, with a total of 476 existing

and potential new customers participating during

the trip (a 27% increase from last year). The aim of

the tour is branding, product awareness, and lead

generation through relevant and up-to-date content

and practical utilities of our solutions.

TREFFPUNKT CONFERENCE

From the 13th to the 15th of November, the Sikri

TREFFPUNKT 3-day annual conference was held at

Clarion The Hub in Oslo, with 380 participants from

Norway and Sweden. The focus topics for the 2023

conference were ”Past - Future - Improvement.” The

main speakers included the national archivist Inga

Bolstad, the national librarian Aslak Sira Myhre, and

NRK journalist and TV host Tarjei Strøm. Employees

from all Sikri departments and product brands were

represented on exhibition stands, as class instructors,

as speakers, and participants in the social events.

Visible partner collaboration is an important part

of the event, and 16 partners participated with

exhibitor stands. Among the partners were the

Digitaliseringsdirektoratet, Microsoft, KF, Visma, and

Canon.

EU is working towards becoming a climate

neutral continent by 2050. The housing

sector is an important part of both the

problem and the solution, which is why this

is an important debate right now.

Carsten Pihl, Head of Politics and

Sustainability at the Norwegian House

Owner Association

Spir Group ASA

Annual Report 2023

Spir Group’s clear ambition is to be a leading Nordic software player within our

strategic business areas – a data driven ecosystem for (i) public case management

and (ii) PropTech.

We have built strong positions within public administration, mission critical

systems, and property technology. Further, we have sharpened our core strategy

with the divestment of the non-core business, Metria’s Planning & Surveying and

the aquisition of AIoT. With this, Spir Group has taken important steps towards

achieving our ambition. This means that Spir Group have the building blocks in

our growth platform in place, and we foresee continued growth in our software

business in 2024, while some of our segments are dependent on improving

markets to deliver higher growth.

Spir Group remains committed to its growth strategy of establishing a Nordic

technology powerhouse, fostering organic growth, and strategically exploring

M&A opportunities. As the real estate markets are improving, we anticipate

positive outcomes for our portfolio of real estate brands. Positioned strategically,

the company is well-placed to capitalize on long-term market opportunities

and is proactively investing in product development to enhance margins and

leverage synergies. This strategic approach aligns with the growing demand for

secure and efficient IT solutions in public administration. Furthermore, improving

margins, maintaining financial stability and ﬂexibility remains a key priority for the

company’s overall focus.

Data and technology are at the core of what we do at Spir Group. The companies

in the Group possess valuable datasets from many sources. As in 2023, the Group’s

continued growth in 2024 will come from both strengthening existing positions

and from new services, leveraging both our internal assets, but also through an

active M&A strategy.

12 Innovation and growth strategy

Spir Group ASA

Annual Report 2023

As a innovative software company we are commited

to create sustainable solutions, that will actively

contribute to decrease the carbon footprint.

13 Environmental, Social

and Governance (ESG)

Spir Group has, by incorporating sustainable growth into our strategy, made

this an important area for reducing negative environmental impact. For us,

sustainability represents a mechanism for innovation, competitive advantage,

and business value. Our collective responsibility to the external environment,

society, employees, and suppliers, ensures good corporate governance and

leadership.

Spir Group operates in a sustainable and responsible manner, and the UN

Sustainable Development Goals provide guidance for our daily operations.

We are following international frameworks and best practices. Dialogue and

collaboration with our stakeholders are an important part of our business. Our

approach to sustainability is constantly evolving, in line with developments in

our business strategy.

Spir Group recognizes and respects the UN’s 17 Sustainable Development

Goals. We have identified four sustainability goals that we have put on the

strategic agenda: #5 gender equality, #8 decent work and economic growth,

#12 responsible consumption and production, and #16 peace, justice and

strong institutions.

Spir Group ASA

Annual Report 2023

Over the past year, we have worked diligently to enhance competence and

knowledge internally among employees to approach ESG in a strategic manner

and, most importantly, to comply with and measure the effectiveness of the

initiatives we have undertaken.

Spir Group is inﬂuenced by increasing attention to the environment, social

responsibility, and corporate governance. Investors’ interest in the competitive

advantages that established businesses with a sustainable business model

receive will continue to affect us more in the years to come. Spir Group is working

on long-term strategic goals that will make us a preferred partner in the green

transition. We do this by offering sustainable products, facilitating data and

technical solutions that contribute to the digitization of, among other things, case

processing and archival documents. These are solutions that until today have been

manual and time-consuming. We believe in smart and responsible exploitation of

digital opportunities to achieve our common goals.

Our stakeholders demand more transparency, quality, and responsibility with

regards to important climate and environmental issues. Through our subsidiary

AIoT, a company that collects, visualizes, and adds value to data through artificial

intelligence, we are ensuring smarter monitoring and automated reporting

of all types of data such as energy consumption in buildings, indoor climate,

weather, and pollution. Typical target groups for this technology include property

managers, politicians, individuals working with climate, environment, and safety,

road safety workers, mobility, and emergency personnel. The purpose is to provide

understandable decisions that simplify everyday life.

Spir Group has started using a tool that accounts for greenhouse gas emissions

in the Group’s value chain in one of the subsidiaries, and has a goal to implement

such tools throughout the organization in 2024. This enables us to collect data

to measure the impact of the improvements we manage to make each year in

relation to how we affect our stakeholders and the climate.

The Transparency Act

Spir Group aims to ensure responsible business operations by safeguarding human

and labor rights, society, and the environment. It is important for us to contribute

to a sustainable and responsible business environment, and this also applies to our

supply chain. We believe it is necessary to collaborate with our suppliers to improve

sustainability at all levels of the supply chain. We ensure that our partners have

an overview and assessment of the risks of breaching fundamental human rights

and decent working conditions related to the company’s activities and business

relationships. The responsibility for the Transparency Act at Spir Group lies with the

HR department.

Spir Group practices a risk-based approach founded on the principle of

proportionality in the Transparency Act. The processes and routines in our work

with the Transparency Act are linked to the company’s business activities, supply

chains, and business partners.

The due diligence assessment has identified which suppliers we need to examine

closely. In addition, we have identified which activities should be prioritized if issues

arise that are not compatible with ethical behavior. The due diligence assessment

has been conducted in accordance with the OECD Guidelines for Responsible

Business Conduct. The Group has been continuously working on the Transparency

Act since its introduction in July 2022.

Our supplier requirements are part of all contracts and tender requests. They

prohibit unethical and illegal business practices and require our suppliers to respect

fundamental human rights, labor rights, and have standards for health and safety,

environment, and privacy. If we detect negative impacts associated with our

procurement, we initiate a dialogue with the supplier to stop and/or correct the

situation. Our ambition is to use suppliers who respect people, society, and the

environment. Spir Group has not uncovered any human rights violations or decent

work issues in the reporting year 2023, nor identified significant risks of breaches/

negative consequences.

Spir Group ASA

Annual Report 2023

The environment and us

Spir Group consists of multiple technology companies specializing in creating

mission-critical software solutions, providing businesses and communities with

reliable solutions. Increasing demands from our consumers, customers, employees,

and partners, not least investors, drive us to work purposefully and strategically

to be a company that operates sustainably, meeting all requirements related to

social issues and corporate governance.

Through our digital products, we ensure reuse of data and near 100% digitization

of the data processing chain. “eSignering” and “eTinglysning” are examples of

products we deliver that reduce the amount of paper for our customers by

digitizing the document ﬂow in the process. In the land registry service, paper

as a format has been replaced with fully digital solutions. Boligmappa ensures

sustainable use of materials and the development of buildings by safeguarding

and storing data and documentation and have a guidance model with the

intention to prevent undeclared work. Spir Group strives to be at the forefront of

environmental protection and takes initiatives to promote greater environmental

responsibility. We adhere to relevant local and internationally recognized

standards, minimize environmental impact, and continuously work to improve our

environmental footprint by promoting the development and implementation of

eco-friendly technologies.

Sikri AS was recertified in accordance with the ISO Environmental Management

System (ISO 14001) in September 2022 and works actively with customer

expectations and inﬂuencing colleagues other Spir Group subsidiaries to live by the

same policy and incorporate similar goals.

We have a continuous focus on improvement and have experienced that the

certification has improved our reputation and increased our competitiveness.

We are more attractive for current and future employees and can provide a safer

working environment with reduced risk of environmental accidents. To make

employees aware of the company’s environmental impact is a key priority for Spir

Group.

We are committed to:

• Reduce our impact on the external environment by setting requirements for

sustainable awareness when choosing partners and suppliers.

• To the extent financially sound, prioritize eco-labeled, sustainable, or

environmentally friendly products and suppliers.

• Take the external environment into account when evaluating new products,

methodologies, or technologies.

• Through communication, awareness, and inclusion, contribute to

strengthening environmental awareness among employees.

• Prioritize reuse of hardware over submission and destruction.

• Reduce CO2 emissions in connection with travel and the use of company cars.

Employees and social responsibility

Spir Group works actively to maintain a good working environment characterized

by diversity, and with collegial cohesion across ethnicity, gender, religion, outlook,

and age.

An overriding goal for all the Spir Group subsidiaries is to ensure a safe and

positive working environment, where both personal and professional development

is facilitated. We do this by focusing on the importance of having a good working

environment, safe operations, continuous competence development, competitive

conditions, and a ﬂexible and balanced working life.

Our employees are the most valuable assets for Spir Group’s growth and

innovation. The employees’ knowledge, experience and commitment, and the way

this is used – creates competitive advantage, growth, and productivity. The most

important tool for achieving this is close dialogue between manager and employee

in the form of frequent 1:1 conversation that is systematic, supportive, and ﬂexible.

This way of working has made us better equipped to handle innovation and

changes in parallel with daily operations.

Spir Group ASA

Annual Report 2023

In our organization, continuous improvement is a natural part of everyday life.

Customer and market orientation is key to acting quickly on the customer’s

needs and market shifts. We believe in an organization characterized by trust,

responsibility, and ownership – with clear frameworks. Shared functions and

centralized resources help the various market segments to achieve their goals

more easily – through access to effective solutions and specialist expertise. We

believe in an efficient organization with short decision-making processes and

limited bureaucracy.

An overriding goal for all the Spir Group subsidiaries is to ensure a safe and

positive working environment, where both personal and professional development

is facilitated. We do this by focusing on the importance of having a good working

environment, safe operations, continuous competence development, competitive

conditions, and a ﬂexible and balanced working life.

Safety

For us, security starts with knowledge. We have a strong focus on the fact

that the employees have a major responsibility for securing the values of our

companies. During 2023, we have therefore worked to build and maintain this

competence and put it on the agenda. We work according to plan to prevent

attacks and reduce the frequency when they occur. We have regular safety

training for all employees using nano training modules that all employees must

complete.

It has been an increasingly tense security situation in Europe during 2023

following the war in Ukraine, as well as Israel/Gaza. In the wake of this, Spir

Group has mapped how this affects our business. We have an overview of our

vulnerabilities, and which threats are relevant to our companies.

Employer branding

Focus on employer branding has become necessary for any brand and not only to

attract new employees but also to retain employees. Today, there are increasingly

higher demands placed on employers by both employees and job seekers, and it

is no longer solely salary that motivates individuals to remain in a position or at a

workplace. Employees seek a combination of several elements, such as competitive

pay, ﬂexibility in the workplace and hours, a positive work environment, and

opportunities for personal and professional development.

A strong employer branding strategy contributes to making Spir Group an

attractive employer where unwanted turnover is reduced, and recruitment costs are

minimized. It is no longer sufficient for only the HR department to be responsible for

these activities, as they are closely linked to the company’s reputation and brand.

In 2023, we strengthened our capacity to actively work on employer branding.

By hiring a Chief Marketing Officer (CMO) within Spir Group who is also involved

in promoting the company as a great place to work, we have increased visibility

through social media and, importantly, internally through hosting more events that

foster pride in our workplace. The next step is to establish a clear understanding of

the company’s identity, values, and culture, and to anchor them more firmly among

employees and the management team.

Social media is a powerful tool that we use to market our employer brand. Our

culture and values are reﬂected in all our social meeting places such as Facebook,

Instagram, Snapchat, websites and career pages. Our employees are the most

important asset of Spir Group, and we make them visible on all digital channels

through the active use of photos and videos that describe office life and how we

feel here at our place. We deliberately use the employees in the processes when

we hire new employees, as their journey says everything about how we onboard or

offboard employees. Their stories are an experience with a credible and personal

touch.

Spir Group ASA

Annual Report 2023

Inclusion, diversity and equality

Inclusion at Spir Group

There are few employees that work part-time at Spir Group. These are workers

who choose to work reduced hours or students who work on an hourly basis. Part-

time employment with us is due to retirement, health reasons, and studies. We do

not have cases of involuntary part-time work at Spir Group.

We work systematically to avoid unjustified gender-related pay disparities

and have a wage policy that is the basis for all local wage negotiations and

adjustments. We consider gender and pay during hiring and ensure that men and

women under otherwise similar conditions have the same salary development, and

there is no salary difference between men and women at the management level

with us. We consider equality and diversity in our recruitment processes, internal

guidelines, wage policies, and through various HSE measures.

Spir Group is committed to promoting equality and diversity. We do not accept

discrimination based on gender, pregnancy, childbirth or adoption leave, caregiving

responsibilities, ethnicity, religion, belief, disability, sexual orientation, gender

identity, gender expression, or age. The goal is to have employees with diverse

backgrounds and to be an attractive employer.

Diversity

We know the value of constantly working with diversity and aim to have an

organization consisting of employees with different educational and experience

backgrounds, age, gender, cultural and geographical backgrounds. We are

aware of the societal expectations of measures to promote equality and prevent

discrimination in Spir Group and we adhere to discrimination and accessibility

legislation.

We collaborate with The State Labor and Welfare Agency and other various

organizations that mediate employees who either have a disability or have

dropped out of work for other reasons to get them back. At any time, we have

several apprentices and students in Spir Group subsidiaries to challenge the

established systems and bring innovation into all parts of the company. We

practice a senior policy that allows for reduced positions and adaptive tasks.

Equality

At Spir Group, we have a working environment and an organization that

facilitates opportunities for success to an equal degree for both men and

women. The company works actively to be a workplace where there should

be no discrimination related to factors such as recruitment, salary or working

conditions, promotion, or development opportunities and this is confirmed in our

employee satisfaction surveys.

We have active labor organizations and unions, and a positive collaboration

between these and our management. We have not uncovered any differences

in salary or other factors due to gender, functional ability, ethnicity, age, or

similar conditions. In Spir Group, we have 39 percent female employees, and our

executive management consists of 60 percent females.

We have implemented a Code of Conduct that every employee is obligated to

adhere to, along with a whistleblowing policy and external process in place to

ensure compliance and protect our employees.

Anti-corruption

Spir Group stands for good and fair business practices, and in addition to

financial indicators, we consider the perception of our stakeholders as an

important parameter for measuring our success as a company. We manage our

reputation with care, and we have zero tolerance for corruption and unethical

conduct of business. Spir Group is a responsible company and practice a culture

of openness. We have no hidden cash ﬂows or investment of funds in” tax

havens” or the like. We have created our own company-adapted Anti-Corruption

Guidelines which all employees have been made aware of.

We also have strict internal guidelines in connection with purchasing and place

high demands on our suppliers. Our suppliers must have measures or systems

in their operations to prevent corruption and trade in inﬂuence. Such measures

include an internal control regime, ethical guidelines for all employees, and the

creation of a notification channel.

Spir Group ASA

Annual Report 2023

is readily made available to the public, to increase understanding about the Spir

share, our financial and business drivers and clarify underlying risk – to contribute

to a pricing of the Spir share reﬂecting operational performance and underlying

values. Reporting of financial information shall follow regulations set out by

the Norwegian Securities and Trading Act and Euronext Oslo Stock Exchange’s

continuing obligations for listed companies. Spir Group publishes quarterly result

reports and presentations and makes this information available on the investor

relations website as well as on the Oslo Børs news platform (www.newsweb.no),

on dates published in our financial calendar.

Spir Group’s main communication channels are stock market announcements and

its own web pages (https://www.spirgroup.com/investor-relations) to secure that

the same information is simultaneously made available for all stakeholders. All

presentations regarding quarterly results or investor seminars are held in English.

The company will seek to provide a consistent level of information regardless of

whether the news is positive or negative.

Ahead of announcing the company’s quarterly results, Spir Group exserts caution

with regards to information communicated externally. This period lasts for

the final three weeks before a quarterly presentation is published. During this

period, Spir Group’s representatives will refrain from discussing the company’s

performance and prospects with analysts, investors, media or others, to minimize

the risk of unequal information in the marketplace.

Spir Group does not provide guidance on overall future financial performance but

may communicate guidance or targets for distinct segments or product/business

areas. The company may also provide sensitivities or KPIs that may be used for

calculations. Any such guidance or drivers will be communicated specifically and

simultaneously to the public.

The official investor relations (IR) spokespersons of the Company are the CEO and

CFO of Spir Group, or others authorized by these. Questions from investors and

financial analysts to other Spir Group employees shall be referred to the CEO and

the CFO.

Corporate governance

Corporate governance provides the basis for value creation for the benefit of Spir

Group’s shareholders, employees, and other stakeholders. The Board of Directors

of Spir Group has adopted a set of governance principles to ensure a clear division

of roles between the Board, executive management and shareholders. These

Corporate governance guidelines are found on the company’s web pages (https://

spirgroup.com/corporate-governance).

The principles are based on the Norwegian Code of Practice for Corporate

Governance. As Spir Group complies with the Norwegian Accounting Act, the

Company follows the annual corporate governance reporting requirements

under section 3-3b of the Norwegian Accounting Act and the Norwegian Code

of Practice for Corporate Governance. The Accounting Act may be found (in

Norwegian) on www.lovdata.no. The Norwegian Code of Practice for Corporate

Governance, which was last revised on 14 October 2021, may be found on www.

nues.no. Spir Group’s 2023 corporate governance statement follows in the Board

of Director’s report.

Investor relations policy

Spir Group’s IR policy is based on the Oslo Stock Exchange’s rules, regulations and

recommendations for listed companies, to comply with the “Oslo Børs Code of

Practice for IR of 1 March 2021”.

All disclosure, communication and reporting shall be in compliance with the

applicable laws and regulations, in particular the Norwegian Securities Trading

Act, regulation (EU) No. 596/2014 on market abuse (market abuse regulation), as

implemented in Norway in accordance with section 3-1 of the Securities Trading

Act as of 1 March 2021 (as amended from time to time) (MAR), the Norwegian

Accounting Act and the Rule Books.

Spir Group values an open and proactive approach in our dialogue with all our

stakeholders and participants in the capital markets. Our IR purpose is to ensure

that any relevant information, that may impact the valuation of the Spir share

Spir Group ASA

Annual Report 2023

14.1 Operational review

The Board of Directors’ Report reﬂects the

development of Spir Group (or “the Company”) unless

otherwise stated. The Company is headquartered

in Oslo, Norway, and has offices in Bergen, Harstad,

Krisitiansand and Sandefjord in Norway, and

Stockholm, Gävle, Umeå and Luleå in Sweden.

Spir Group has developed from a software house

specializing in software and services towards the

public sector, to also become a large PropTech player.

The Company is streamlining the property life cycle

based on deep technology and data. Thus, Spir

Group is situated between the public sector, private

businesses, and consumers. The Company consists

of 354 employees as of the end of 2023, in addition

to 50-60 external FTEs which deliver additional

development capacity. In 2023, the sick leave for Spir

Group was 3.67 percent.

On 7 August 2023, Per Haakon Lomsdalen took over

as the new CEO of Spir Group. The appointment was

announced 11 May 2023. Lomsdalen succeeds Nicolay

Moulin, who has been the CEO since January 2020.

Business activities and strategy

The Company has a clear strategy and structured

approach to M&A, and will continue to seek

opportunities for growth, both inorganic and through

acquisitions, in the Nordic market.

The Company continuously look for acquisition

targets that will enable Spir Group to sell existing

products and services to new customer groups or in

new markets and geographies, or that will enable the

Company to broaden the portfolio towards existing

customers. However, Spir Group’s long-term success

in achieving its goals will be met by successfully

integrating acquired companies into the Company

and identifying synergies and common development

opportunities between our segments.

Sales activity

Spir Group has four segments: Sikri, Ambita,

Boligmappa og Metria. Sikri’s revenues increased

by 14 percent in 2023. Elements Case Management

and Archiving Solution is Sikri’s largest product area.

With Elements, Sikri won 60 percent of the public

tenders where the company submitted offers in 2023,

with IKT Nordhordland, The Norwegian Directorate

for Education & Training (“Utdanningsdirektoratet”)

and The Norwegian Correctional Service

(“Kriminalomsorgen”) being three of the main wins

during the year. As a bi-annual offering, Sikri provided

hardware and scanning services for more than 100

Norwegian municipalities and counties as part of

the Norwegian Municipality and County Council

Election in 2023. The election project generated a

total revenue of 12 MNOK. To strengthen our position

within both AI and IoT, Sikri acquired the start-up

company AIoT in Q2 2023. The acquisition provides

Sikri with an increased offering towards municipalities

and other parts of the public sector as well as

providing interesting opportunities for the private

sector.

Ambita´s revenues increased by 2 percent in 2023.

For Ambita, revenue is highly correlated with the real

estate market, and hence impacted by seasonality

and marked ﬂuctuations. The company has been

successful in maintaining focus on customers and

ensuring a steady, high customer satisfaction and

retention. The product Infoland maintaining the

position as Norway’s largest provider of real estate

information, continuously offering new products

and services. During 2023, the share of Norwegian

digitally registered property transactions reached

an all-time high of 60% percent. Ambita plays a

central role in this transformation, working hand-

in-hand with clients and partners to facilitate a

digital revolution within the real estate sector. With

the widest range of functionality in the market,

and with our services available via several portals

through our APIs, Ambita is at the forefront of this

digitalisation. Byggesøknaden had a growth of

revenue, despite a declining construction market,

this shows in an increasing Customer Lifetime Value

14 Board of Directors’ report

Spir Group ASA

Annual Report 2023

by 50% (from 2022 to 2023). Byggesøknaden is

the first vendor to be approved for building case

management data, alongside Spir Group counterpart

Elements eByggesak by Sikri. This will drive marketing

opportunities and future growth in 2024 when the

market is expected to turn.

Boligmappa´s revenues increased by 16% in 2023. The

revenue increase is mainly due to increased sales to

new customers. Our digital sales channel continued

to grow during the year, strengthening our position

in a large segment of small business with only one to

three employees. Boligmappa launched Boligmappa+

at the end of 2023, a loyalty program for consumers.

This is the first larger initiative aiming to monetize the

large amount of registered private users (more than

900.000 as of end of 2023).

Boligmappa launched their newest platform Hjemla

in 2023, a real estate platform giving consumers

information about value estimation and recent sales

prices of residential properties. The service can be

found on the proprietary web app hjemla.no, on

the mobile app Hjemla GO and on several partner

services. The application employs state-of-the art

machine learning technologies to derive insights

about the true monetary value of a home, historically,

at the present and future projections.

Metria increased revenue by 1 percent in 2023. Factors

that impact the revenue of Metria is correlated with

the number of properties sold. In 2023, revenues

have been negatively impacted by a slow real estate

market in Sweden. The number of apartments sold

declined by 14 percent in FY 2023 compared to FY

2022, while the number of houses sold decreased by 7

percent, according to “Svensk Mäklarstatistik.” In the

fourth quarter 2023, Metria renewed an agreement

with one of the major energy companies, providing

access to deliveries of geodata and additional

consulting services with a total contract value of SEK

8 million. Metria provides customers with geodata

within the forest industry to conduct reliable and

efficient data within forest management. Metria has

signed several renewed contracts within this segment,

providing SaaS solutions and geodata to several

clients. Growth within Metrias SaaS-solutions, mainly

driven by Metria Maps, with 7 %.

Spir Group is involved in many ongoing tenders and is

continuously investing in our sales force. Our market

knowledge, close customer dialogue and market

monitoring gives us direct invitation to customer

cases.

14.2 Financial review

Profit and loss

Spir Group continued to deliver strong growth, both

organically and structurally, in 2023.

Spir Group’s consolidated revenue was MNOK 1,056.7

compared to MNOK 929.8 in 2022. The growth of 14

percent was a combination of organic and in-organic

growth.

The gross margin 2023 was 61 percent, compared to

59 percent in 2022. The margin improvement is mainly

driven by an improvement in the product mix.

Personnel expenses amounted to MNOK 347.3 in

2023 (33 percent of revenues), up from MNOK 292.6

in 2022 (31 percent of revenues). Spir Group had

354 employees at the end of 2023. Other operating

expenses amounted to MNOK 124.7 (12 percent

of revenue), down from MNOK 128.1 (14 percent of

revenue) in 2022.

EBITDA was MNOK 169.4 in 2023 (16 percent of

revenue) compared to MNOK 127.2 in 2022 (14 percent

of revenue). Adjusted EBITDA was MNOK 189.1 in

2023 (18 percent of revenue) compared to MNOK

166.3 (18 percent of revenue) in 2022. Capitalization

of development costs was MNOK 95.4 in 2023,

compared to 74.5 in 2022.

Spir Group had depreciation and amortization

expenses of MNOK 119.2 in 2023, up from MNOK 107.8

in 2022 (14 percent of revenue).

Operating profit (EBIT) was MNOK 50.2 in 2023,

compared to MNOK 16.9 in 2022.

Financial position

Spir Group’s total assets at year-end 2023 were

MNOK 2,117.2 compared to 2,210.6 at the end of 2022.

Intangible assets amounted to MNOK 1,826.3 at the

end of December 2023 compared to MNOK 1,846.3 at

the end of 2022. The reduction in intangible assets is

due to amortization and sale of assets related to P&S

in Metria. Total receivables were MNOK 142.2 at the

end of the year, compared to MNOK 204.5 at the end

of 2022.

Spir Group ASA

Annual Report 2023

Spir Group’s total liabilities were MNOK 1,054.8 at

the end of December 2023 compared to NOK 1,173.9

million at the end of 2022.

Current liabilities amounted to MNOK 386.3, while

non-current liabilities were MNOK 668.5 at the end

of December 2023. At the end of December 2022

Current liabilities amounted to MNOK 405.3, while

non-current liabilities were MNOK 768.6

Net interest-bearing debt (NIBD) as of 31.12.2023 was

MNOK 650.9. Of this, lease liabilities comprise MNOK

43.5. In comparison, NIBD at 31.12.2022 was MNOK

756 where lease liabilities comprise MNOK 48.4.

The change relates to the payment of installments

on debt and payment received for Seller Credit in

connection with the divestment of Prognosesenteret

in 2022. 61 % of interest-bearing debt as of 31.12.2023

is coved by interest-rate swaps at favorable terms.

Spir Group’s total equity was MNOK 1,062.4 at 31.12.23

and the equity ratio was 50 percent. At the end

of 2022, the company’s equity was MNOK 1,036.7,

implying an equity ratio of 47 percent.

Cash ﬂow

Spir Group had a positive cash ﬂow from operating

activities in full year 2023 of MNOK 194.1 (MNOK

108 in 2022). Cash ﬂow from investing activities

was negative MNOK 26.8 in 2023 (negative MNOK

643.2 in 2022 due to the acquisition of Metria

AB), mainly due to cash from sale of Planning and

Surveying (MNOK 43.5) and payment of capitalized

development costs (MNOK 96.6). Cash ﬂow from

financing activities in 2023 was negative MNOK

163.7 (MNOK 467.3 in 2022 due to proceeds from

borrowings), mainly

due to payment of borrowings.

In total, Spir Group had a net increase in cash and

cash equivalents in 2023 of MNOK 3.6, increasing the

cash and cash equivalents from MNOK 50.9 to MNOK

54.5.

Going concern

Based on the aforementioned comments about Spir

Group ASA’s accounts, the Board of Directors confirms

that the annual financial statements for 2023 have

been prepared on the basis of a going concern

assumption, and that this assumption has been made

in accordance with Section 3-3a of the Norwegian

Accounting Act.

Allocation of the profit for Spir Group ASA

Loss for the year 2023 attributable to owners of the

parent was negative of NOK 38.2 million. The Board

has proposed that the loss be allocated to other equity.

The ongoing crisis in Ukraine

and the impact on Spir Group

The current situation in Ukraine, for the time being

has an impact, albeit not significant, on Spir Group.

We use some external development capacity in

Ukraine, through third parties, and this capacity has

been impacted by the ongoing crisis. Developers

have not been available full time, and there are

some challenges with connectivity and also locating

safe areas for these resources to operate from. Spir

Group is monitoring the situation closely and we

are in ongoing dialogue with our suppliers. For the

time being, as this capacity comprises less than

10% of the Group’s development capacity, we are

able to compensate through measures such as re-

prioritization of tasks, and higher utilization of other

staff. The long-term impact is not expected to harm

our development plans, but there is a risk that we will

need to utilize other suppliers in other geographical

locations.

Financial risk and risk management

The Group is exposed to risks from its use of financial

instruments, including credit risk, liquidity risk and

market risk.

Credit risk is the risk that customers are unable

to settle their obligations as they mature. A high

number of the Sikri segments customers are within

the public sector, where the risk related to these trade

receivables is nearly non-existent. In regards to the

Group’s private sector customers, procedures are in

place for limiting exposure by using credit ratings and

risk assessments upon engaging in assignments. All

receivables are monitored closely, and any overdue

receivables are followed up.

Liquidity risk arises from the Group’s management of

working capital and the finance charges and principal

repayments on its debt instruments. It is the risk

that the Group will encounter difficulty in meeting

its financial obligations as they fall due. The Group’s

policy is to ensure that it will always have sufficient

cash to allow it to meet its liabilities when they

become due as well as being able to take advantage

of acquisition opportunities. Management of liquidity

risk is performed at Group level, where the Finance

Spir Group ASA

Annual Report 2023

department monitors liquidity ﬂows in short-term

and long-term reporting. In additional to a significant

cash reserve at 31 December 2023 the Group also has

liquidity reserves available through credit facilities

with its primary bank Nordea.

Market risk is the risk that the future cash ﬂows

will ﬂuctuate because of changes in market prices.

Market risk includes interest risk and currency risk.

Financial instruments affected by market risk include

borrowings, deposits and debt. As most of the Group’s

customers are Norwegian organisations, there is low

exposure to currency risk.

Interest rate changes have only a marginal direct

effect on consolidated operating income and cash

ﬂows from operating activities. The Group’s interest

rate risk is related to ﬂoating interest rates on bank

accounts and bank loans. Interest-bearing debt

is covered by interest-rate swaps from November

2023 of MNOK 243 at 3.24% (mature in 2032), and

MNOK 162 at 3.25% (mature in 2028). The company is

therefore exposed to fair value interest rate risk.

Further information on risk management can be

found in Note 28.

Transactions with related parties

Jens Rugseth, a member of the Board of Spir Group

ASA also holds positions as a member of the Board

in Link mobility, Crayon Group Holding ASA and

Techstep ASA. Trade between Spir Group and related

companies is disclosed in Note 29.

There were no other material transactions with

related parties during the period.

Research and development

The Spir Group’s R&D efforts are focused on

development of own software, using own resources

and external development expertise. Spir Group has

capitalized personnel cost and external costs related

to R&D, as well as received some funding from the

“SkatteFUNN” tax incentive scheme. Our R&D is

focused on developing new or improved software for

our customers, using innovative tools and the newest

technology.

Corporate social responsibility

Spir Group aims to be a responsible company which

respects people, society, and the environment. The

Company has developed a CSR policy, committing

Spir Group to responsible business practices in the

areas of human rights, labour, anti-corruption and

the environment. At Spir Group, we actively work

to create a safe working environment without

harassment or discrimination. We have in place a

Code of Conduct which each employee is committed

to follow, and a whistle blowing policy and external

process in place to ensure adherence and to protect

our employees. No accidents or incidents were

reported in 2023.

Spir Groups philosophy is to be an equal opportunity

employer, and we promote equal rights regardless

of gender, gender identification or expression, ethnic

identity, religion, or other beliefs, sexual- orientation

or age. We permit no form of discrimination and work

actively to promote diversity across the Company and

functions.

We strive to beat the IT industry average in terms

of gender distribution, which is approximately 30%.

At Spir Group we are 38,9% women, above industry

average.

Environmental responsibility

Spir Group consists of multiple technology companies

specializing in creating mission-critical software

solutions, providing businesses and communities

with reliable solutions. Increasing demands from

our consumers, customers, employees, and partners,

not least investors, drive us to work purposefully

and strategically to be a company that operates

sustainably, meeting all requirements related to social

issues and corporate governance.

Through our digital products, we ensure reuse of data

and near 100% digitization of the data processing

chain. “eSignering” and “eTinglysning” are examples of

products we deliver that reduce the amount of paper

for our customers by digitizing the document ﬂow in

the process. In the land registry service, paper as a

format has been replaced with fully digital solutions.

Boligmappa ensures sustainable use of materials and

the development of buildings by safeguarding and

storing data and documentation and have a guidance

model with the intention to prevent undeclared work.

Spir Group strives to be at the forefront of

environmental protection and takes initiatives

to promote greater environmental responsibility.

We adhere to relevant local and internationally

recognized standards, minimize environmental

impact, and continuously work to improve our

environmental footprint by promoting the

Spir Group ASA

Annual Report 2023

development and implementation of eco-friendly

technologies.

Sikri AS was recertified in accordance with the ISO

Environmental Management System (ISO 14001) in

September 2022 and works actively with customer

expectations and inﬂuencing colleagues other Spir

Group subsidiaries to live by the same policy and

incorporate similar goals.

We have a continuous focus on improvement and

have experienced that the certification has improved

our reputation and increased our competitiveness. We

are more attractive for current and future employees

and can provide a safer working environment with

reduced risk of environmental accidents. To make

employees aware of the company’s environmental

impact is a key priority for Spir Group.

• Reduce our impact on the external environment

by setting requirements for sustainable awareness

when choosing partners and suppliers

• To the extent financially sound, prioritize eco-

labeled, sustainable, or environmentally friendly

products and suppliers

• Take the external environment into account when

evaluating new products, methodologies, or

technologies

• Through communication, awareness and inclusion,

contribute to strengthening environmental

awareness among employees

• Prioritize reuse of hardware over submission and

destruction

• Reduce CO

emissions in connection with travel

and the use of company cars

A statement on Spir Group´s corporate governance

principles and practices is provided in section 14.3 in

Board of Director’s report. A statement on Spir Group’s

work with ESG is provided in section 13.

Transparency Act

The Norwegian Transparancy Act (“Åpenhetsloven”)

grants anyone the right to request information

from the Company on how we handle negative

impacts on human rights and working conditions,

as well as specific information related to goods

and services. This includes information about Spir

Group’s organization and structure, the policies,

and the procedures established to prevent negative

consequences. Furthermore, it includes how the

negative consequences are identified and how they

are addressed, and the impact of any measures we

have taken.

Assessments are regularly conducted and are

proportional to the size, nature, and segments of the

various companies within Spir Group, as well as the

severity and likelihood of negative consequences for

basic human rights and decent working conditions.

The main focus is on how the business impacts people

both inside and outside the organization.

In addition to our permanent employees in Norway

and Sweden, the Company also employs contractors

in some other countries. We conduct due diligence

assessments when approaching potential projects/

businesses in other countries and have our own

guidelines for our suppliers. Suppliers are required

to maintain high ethical standards, good business

practices, and not act in violation of applicable laws

and regulations, key UN conventions, and national

labor laws at the production site. The UN Declaration

on Human Rights must be respected. Whenever

conventions, national legislation, and regulations

cover the same issue, the highest standard shall

always prevail.

Anyone who wishes to obtain information under the

Transparency Act may contact Spir Group in writing

and request information on how we handle actual

and potential negative impacts on basic human rights

and decent working conditions that we may have

identified. Currently, no risk elements that have failed

to meet specific measures have been identified. HR is

responsible for this task within the Company.

The yearly statement on the Company’s due diligence

assessments will be made available on the Company’s

website once approved by the Board of Directors and

no later than June 30, 2024.

Shareholder information

As of 31 December 2023, Spir Group ASA’s share

capital was NOK 2,601,007.14, consisting of

130,050,352 ordinary shares with a nominal value of

NOK 0.02. At the end of 2023, Spir Group held 2,075

own shares.

The 10 largest shareholders held 81% of the shares

outstanding. The company’s largest shareholder,

Karbon Invest AS, held 34.19% of the shares at year

end.

Spir Group ASA

Annual Report 2023

The final share price at the close of the year, on 29

December 2023, was NOK 6.90.

For detailed shareholder information, see Note 25 in

the consolidated financial statements for 2023.

Insurance for Board members and CEO

Spir Group has in place an insurance that covers

members of the Board and the Group CEO, for their

potential responsibility towards the Group and its

companies, as well as third parties. The insurance also

covers the Boards and CEOs of subsidiary companies,

and coverage is maximum MNOK 100.

Events after the reporting period

There were no subsequent events.

Outlook

The Group’s priorities going into 2024, is to continue

to exploit opportunities in existing and new markets,

products, and services, as well as improving margins

through leveraging common support structures. We

expect our investments in product development to

materialize in improved margins and an improved

cash ﬂow yield over time. The volatile markets may

continue to impact some of our customer segments,

but our services are expected to remain stable. We

also aim to explore cross selling opportunities across

the Group.

We continue to be well positioned to expand our

offerings and grow further in line with our strategy,

also regarding geographic expansion in the Nordic

region. We have all the building blocks in our growth

platform in place and we foresee continued growth

in our software business in 2024, while some of our

segments are dependent on improving markets to

deliver higher growth. Profitability is important for

Spir Group and realization of synergies and general

efficiency improvements will be in focus.

The company remains committed to its growth

strategy of establishing a Nordic technology

powerhouse, fostering organic growth and

strategically exploring M&A opportunities. As the real

estate markets are improving, we anticipate positive

outcomes for our portfolio of real estate brands.

Positioned strategically, with products and services

at the core of both public sector and the real estate

industry the company is well-placed to capitalize on

long-term market opportunities and is proactively

investing in product development to enhance margins

and leverage synergies. This strategic approach aligns

with the growing demand for secure and efficient

IT-solutions in public administration. Furthermore,

improving margins, maintaining financial stability

and ﬂexibility remains a key priority for the company’s

overall focus.

14.3 Corporate Governance

statement

Corporate governance provides the basis for value

creation for the benefit of Spir Group’s shareholders,

employees, and other stakeholders. The Board

of Directors of Spir Group has adopted a set of

governance principles to ensure a clear division of

roles between the Board, executive management and

shareholders.

The principles are based on the Norwegian Code of

Practice for Corporate Governance. As Spir Group

complies with the Norwegian Accounting Act, the

company follows the annual corporate governance

reporting requirements under section 3-3b of the

Norwegian Accounting Act and the Norwegian Code

of Practice for Corporate Governance.

The Accounting Act may be found (in Norwegian) on

www.lovdata.no. The Norwegian Code of Practice

for Corporate Governance, which was last revised on

14 October 2021 (the Code), may be found on www.

nues.no. Spir Group’s 2023 corporate governance

statement follows below.

01 CORPORATE GOVERNANCE PRINCIPLES

Spir Group aims to maintain a high standard of

corporate governance. The Company’s guidelines

for corporate governance aim to provide the basis

for long-term value creation and to strengthen

the confidence in the Company, to the benefit of

shareholders, employees and other stakeholders.

In order to comply with the Code, the Company will

apply the ”comply or explain principle”. The Company

provides an overall report on corporate governance

in this section of the annual report. The Company’s

corporate governance principles are based on the

Code, and includes the following main objectives:

• Create value for shareholders of the Company

in a sustainable manner

• The Board shall be autonomous and independent

of management

• Clear division of roles and responsibilities

between board and management

• Equal treatment of all shareholders

Spir Group ASA

Annual Report 2023

The Company’s governance documents set out principles for how business should

be conducted, including ethical guidelines and guidelines for corporate social

responsibility. The Company’s corporate governance regime is approved by the

Board of Directors of the Company.

02 BUSINESS

The Company’s business objective is stated in the Articles of Association to be as

follows: The Company’s business objective is to invest in, own, develop and sell or

otherwise realize, wholly or partially, businesses and companies, both domestic

and foreign, and everything in connection with the foregoing.

The Company’s business activities shall be carried out so that the Company

creates value for shareholders in a sustainable manner. The Board sets the

direction for the Company by determining the objectives, strategy and risk profile

of the business within the parameters of the Articles of Association such that

the Company creates value for shareholders in a sustainable manner and takes

into account financial, social and environmental considerations. These objectives,

strategies and risk profiles are evaluated on an annual basis by the Board through

a designated strategy process. Information concerning the objectives and principal

strategies of the Company and changes thereto as well as business risks aspects

are disclosed to the market in the context of the Company’s annual report, its

quarterly reporting, market presentations and on the Company’s website.

03 EQUITY AND DIVIDENDS

3.1 Equity

The Board ensures that the Company’s capital structure is suitable for the

Company’s objectives, strategy and approved risk profile, by regularly monitoring

the capital situation and immediately take adequate steps should it be apparent

at any time that the Company’s equity or liquidity is less than adequate.

The share capital of the Company was was NOK 2,601,007.14 as of 31. December

2023, consisting of 130,050,352 ordinary shares with a nominal value of NOK 0.02.

3.2 Dividend

The Board shall establish a clear and predictable dividend policy as the basis for

the Board’s proposals on dividend payments that it makes to the general meeting.

The background to any proposal for the Board to be given an authorization to

approve the distribution of dividends shall be explained. The dividend policy

is available in the Prospectus as of 11 November 2022, located in the investor

relations section of the Company’s website.

The company’s strategy does not provide for dividend distributions at this stage

of the business development process. The Board does not propose any dividend

payment for the fiscal year 2023.

3.3 Capital increases and purchases of own shares

Any authorizations granted to the Board to increase the Company’s share capital

shall be restricted to defined purposes. If the Board authorization covers several

purposes, each such authorization shall be considered separately by the general

meeting. Authorizations granted to the Board to increase the share capital or

purchase treasury shares shall be limited in time and shall not be given for a period

longer than until the next annual general meeting.

The Board considers that Spir Group has a capital structure as of the end of 2023

that is appropriate for its objectives, strategy, and risk profile.

04 EQUAL TREATMENT OF SHAREHOLDERS

4.1.1 General information

Spir Group has been listed on Euronext Oslo Børs since 7 July 2022, and has only

one share class. Each share in the Company carries one vote and otherwise has

equal rights in the Company including the right to participate in general meetings.

All shareholders shall be treated on an equal basis unless there is just cause for

treating them differently.

4.1.2 Capital increases without preferential rights and transactions in the

Company’s own shares

Spir Group ASA

Annual Report 2023

All existing shareholders have pre-emptive rights to subscribe for shares in the

event of share capital increases. The general meeting may by a qualified majority

set aside the pre-emptive rights of existing shareholders. Any deviations from

such rights must be justified by the common interest of the Company and the

shareholders. Explanation of the justification by the Board shall be included in

the agenda for the shareholders meeting. Where the Board has authorizations to

increase the Company’s share capital and waive the pre-emption rights of existing

shareholders, a stock exchange notice will be issued containing the reasoning for

the deviation.

Any transaction by the Company in its own shares shall take place either through

the stock exchange or otherwise at prevailing stock exchange prices. In the event

there is limited liquidity in the company’s shares, the Company will consider other

ways to ensure equal treatment of all shareholders.

05 FREE TRANSFERABILITY

Spir Group’s shares are listed on the Oslo Stock Exchange under the ticker SPIR

and are freely transferable. There are no restrictions on the transferability of shares

in The Company in the Articles of Association.

There are no general restrictions on the purchase or sale of shares by members of

Spir Group’s management as long as they comply with the regulations on insider

trading and in the Market Abuse Regulation (MAR).

06 GENERAL MEETING

6.1 Exercise of rights

The Board shall arrange for as many shareholders as possible to be able to exercise

their rights to participate in the Company’s annual general meeting (AGM). The

AGM of 2023 was held on 31 May 2023, while the 2024 AGM will take place on 31

May 2024. The company’s financial calendar is published via Oslo Stock Exchange

and in the investor relations section of Spir Group’s website.

The Board ensures that the annual general meeting is an effective meeting place

for shareholders and the Board, through, among other things, ensuring that:

a) the notice and agenda documents for the general meeting, including the

nomination committee’s recommendations, are published on the Company’s

website at the latest 21 days before the general meeting is to be held;

b) the resolutions and supporting information are sufficiently detailed for

shareholders to be able to take a position on all matters that are to be considered;

c) the deadline for shareholders to give notice of attendance is to be set as close

to the meeting as practically possible and in accordance with the provisions in the

Articles of Association;

d) the Board and the person chairing the meeting shall ensure that the general

meeting is able to vote on each of the candidates for appointment to the

Company’s corporate bodies;

e) all representatives of the Board and the chairperson of the nomination

committee should be present at general meetings. Representatives of the

nomination committee, the remuneration committee and the audit committee,

as well as the auditor should be present at general meetings where matters of

relevance for such committees/persons are on the agenda;

f) arrangements are in place to ensure an independent chair of the general

meeting; and

g) shareholders who are unable to attend the meeting in person shall be given

the opportunity to vote by proxy. The Company shall prepare a proxy form, which

shall in so far as this is possible, be set up so that it is possible to vote on each

of the items on the agenda and each of the candidates that are nominated for

election. Information on the procedure for attending by proxy and a proxy form

shall be included in the notice convening the general meeting. A shareholder may

be represented through power of attorney.

07 NOMINATION COMMITTEE

According to the Company’s Articles of Association, the Company shall have a

nomination committee. The nomination committee shall consist of two to three

members elected by the general meeting for a term of up to two years.

Spir Group ASA

Annual Report 2023

The general meeting shall determine the remuneration of the committee’s

members and approve instructions for the committee.

The members of the nomination committee shall be selected to consider the

interests of the shareholders in general. All the members of the committee shall

be independent of the Board and executive personnel. The nomination committee

should not include the company’s board members or the CEO or any other

executive personnel.

The nomination committee shall issue explained proposals to the general meeting

regarding the election of shareholder-elected members, deputy members and

Chair of the Board, and election of members and Chair of the nomination

committee. The nomination committee shall also issue a proposal regarding the

remuneration of the Board and the nomination committee.

The Company shall provide information on who the members of the committee

are and any deadlines for presenting proposals to the committee on the

Company’s website. The nomination committee shall hold individual discussions

with members of the Board.

CORPORATE ASSEMBLY, BOARD COMPOSITION AND INDEPENDENCE

The Company does not have a corporate assembly.

The Company aims to ensure a balanced composition of the Board taking to

ensure that the Board can attend to the common interest of all shareholders and

meets the Company’s need for expertise, capacity and diversity. Attention will be

paid to ensuring that the Board can function effectively as a collegiate body.

The Board shall be composed so that it can act independently of any special

interests. The majority of the shareholder-elected members shall be independent

of the Company’s executive personnel and significant business contacts. At least

two of the shareholder-elected board members shall be independent of the

Company’s major shareholder(s).

For the purposes of these Corporate Governance Guidelines, a major shareholder

shall mean a shareholder that owns or controls 10% or more of the Company’s

shares or votes, and independence shall entail that there are no circumstances or

relations that may be expected to be able to inﬂuence independent assessments

of the person in question.

No member of the Company’s executive personnel are members of the Board. The

chair of the Board is elected by the general meeting.

The term of office for board members shall not be longer than two years at a time.

Members of the Board may be re-elected.

The Company’s annual report will provide information on participation at board

meetings and on matters that can illustrate the Board members’ expertise. In

addition, information shall be given on which board members are considered to be

independent.

Board members shall be encouraged to own shares in the Company.

Information on each of the Board members regarding experience, qualifications

and ownership of options/shares is available on the Company’s website.

Three of the current five board members three are men (60%), and two are women

(40%).

Board of Directors composition as at 31 December 2023:

Name Position

Rolv Erik Ryssdal Chairman

Jens Rugseth Board member

Sigrun Syverud Board member

Martine Drageset Board member

Preben Rasch-Olsen Board member

Spir Group ASA

Annual Report 2023

Participation in Board meetings in 2023:

Name

Board

meetings

Audit committee

meetings

Remuneration

committee meetings

Rolv Erik Ryssdal 20 2

Jens Rugseth 19

Sigrun Syverud 20 2

Martine Drageset 18 4

Preben Rasch-Olsen 20 4

09 THE WORK OF THE BOARD

The Board’s duties are laid down by Norwegian law. The Board has the ultimate

responsibility for the management and control of the Company and its operations

which should be conducted in accordance with the Articles of Association and

guidelines and framework given by the shareholders through the general meeting.

The Board will produce an annual schedule for its work, focusing particularly on

objectives, strategies and implementation.

The Board will implement instructions for the Board and the CEO, focusing on

determining allocation of internal responsibilities and duties. These instructions

shall also state how the Board and executive management shall handle

agreements with related parties, including whether an independent valuation

must be obtained. Any such agreements shall be presented by the Board in their

annual directors’ report.

Discussions of any matter in which the chair is, or has been, actively involved will

be chaired by some other member of the Board.

The Company has established an audit committee and adopted mandate and

instructions for its work. The duties and composition of the audit committee

are in compliance with the Norwegian Public Limited Companies Act. The audit

committee shall comprise of at least two shareholder representatives from the

Board. The majority of the members of the committee should be independent.

The Company has established a remuneration committee and adopted

mandate and instructions for its work, to help ensure thorough and independent

preparation of matters relating to compensation paid to the executive personnel.

The remuneration committee shall comprise of at least two shareholder

representatives from the Board executive personnel, and those representatives

shall be independent of the Company’s executive personnel.

Both the Board committees will assist the Board with preparing its work,

but decisions should be taken by the whole board. Information regarding the

appointment of board committees shall be provided in the annual report.

The Board shall perform an annual evaluation of its own performance and

expertise.

10 RISK MANAGEMENT AND INTERNAL CONTROLS

It is the responsibility of the Board of Directors to ensure that the company

has sound and appropriate internal control and systems for risk management

reﬂecting to the extent and nature of the Company’s activities. Sound and

appropriate risk management is of importance in ensuring long-term value

creation and strengthening confidence in the Company.

Risk management and internal control is performed through various processes,

both on a board level and in the daily management of the Company. As a part

of the Company’s risk management and internal control arrangements, risks

are identified and evaluated with respect to probability of occurrence and the

impact of the risk. Actions are defined in order to monitor or mitigate the risk.

The outcome of such processes is reported to and reviewed by the Board at least

annually. As a part of the risk management, the Board has developed and adopted

a risk profile as set out in the Company’s internal policies.

In respect of its internal control and risk management, the Company shall approve

adequate policies and guidelines which, inter alia, address ethics, corporate social

responsibility, risk management, financial reporting, and internal communication.

The Board performs risk management and internal control through board

meetings. The Board shall regularly receive reports from executive personnel

outlining the financial and operational performance of the Company.

Spir Group ASA

Annual Report 2023

In connection with the annual planning and budgeting process, the Board carries

out an annual review of the Company’s most important areas of exposure to risk.

11 REMUNERATION OF THE BOARD

The remuneration to the Board is proposed by the nomination committee and

decided by the annual general meeting. The Board’s remuneration shall reﬂect

the Board ’s responsibilities, expertise, and use of time and the complexity of the

business. Remuneration shall not be linked to financial results and no options shall

be issued to board members.

Board members, or companies associated with board members, shall not engage

in specific assignments for the Company in addition to their appointments as

board members. If they, nonetheless, do take on such assignments the entire

board must be informed and the consideration for such additional duties is subject

to approval by the Board.

Any consideration paid to board members in addition to their board remuneration

shall be specifically identified.

Neither the Board of Directors nor the Company’s general meeting of shareholders

have adopted any resolutions which are deemed to have a material impact on the

Group’s corporate governance regime.

12 REMUNERATION OF THE MANAGEMENT

The Board shall prepare guidelines for the remuneration of management and

key personnel pursuant to the Norwegian Public Limited Liability Companies Act

section 6-16a, including the main principles for the Company’s remuneration policy

and should contribute to aligning the interests of shareholders and management.

These guidelines shall be approved by the general meeting at least every

fourth year and are binding for the Board from the time they are approved. The

guidelines shall be clear and easily understandable and provide the framework

for the remuneration of key personnel in the Company and aim to support the

Company’s business strategy, long-term interests and financial viability. The Board

shall also prepare a report on remuneration to management and key personnel

pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b.

The remuneration committee is responsible for, amongst other, to prepare the

Board’s proposal to the guidelines for remuneration for key personnel and yearly

remuneration report.

Performance-related remuneration should be subject to an absolute limit.

The Company has established an employee share purchase program where the

employees and board members of the Company have been invited to purchase

Shares in the Company. Subject to the employee not selling its Shares acquired

under the ESPP and remaining an employee in the Company for a 3-year period,

the employees will be entitled to receive 1 bonus share per 3 Shares purchased

in the ESPP. Except that each employee must pay the nominal value of each

bonus share upon delivery, the bonus shares will be delivered free of charge to

the employees. The Company has also established an option program for the

management and certain key employees.

13 INFORMATION AND COMMUNICATION

The Company shall continuously provide its owners, Oslo Børs and other players

in the financial markets with timely and precise information about the Company

and its operations. Relevant information shall be given in the form of annual

reports, quarterly reports, investor presentations, stock exchange notices and press

releases in accordance with what is appropriate from time to time.

The Company shall maintain an open dialog with shareholders and other

participants in the securities market. The Company has established principles

for investor relations which include guidelines for the Company’s contact with

shareholders and the financial community.

Information shall be given to owners and other players in the markets

simultaneously and with the most efficient methods. The disclosure of financial

information and other information shall be accurate, timely and based on

openness and equal treatment of the owners and players in the financial market.

In accordance with the market abuse regulation (MAR), the Norwegian Securities

Trading Act and the Stock Exchange Act, notifications are distributed to Oslo Børs

and national and international news agencies, and are published on our website.

Spir Group ASA

Annual Report 2023

The Company’s financial calendar will be published through Oslo Børs and on

the website with important dates for investors, such as the date of the general

meeting and quarterly reports.

The Company has established separate guidelines for handling of inside

information and rules for primary insiders and its close associates.

During 2023, the Company has published an annual electronic financial calendar

with an overview of dates for important events, such as the general meeting,

interim financial reports and public presentations. The calendar and information

therein are available in English. Subject to any applicable exemptions that are

invoked, the Company will promptly disclose all inside information.

14 TAKEOVERS

The Board has set out the main principles for how it will act in the event of a

take-over bid. In a take-over process, the Board and management each have

an individual responsibility to help ensure that the Company’s shareholders are

treated equally and that there are no unnecessary interruptions to the Company’s

business activities. The Board has a particular responsibility in ensuring that the

shareholders have sufficient information and time to assess the offer.

In the event of a take-over process, the Board shall seek to comply with the

principles in the Code, in addition to relevant legislation and regulations. The

Board must be aware of the particular duty it has to ensure that the values and

interests of the shareholders are protected. The Board should not seek to hinder

or obstruct any takeover bid for the Company’s operations or shares unless there

are particular reasons for doing so. The Board should not undertake any actions

intended to give shareholders or others an unreasonable advantage at the

expense of other shareholders or the Company. The Board should not institute

measures with the intention of protecting the personal interests of its members at

the expense of the interests of the shareholders.

If an offer is made for the Company’s shares, the Board shall issue a statement

making a recommendation as to whether shareholders should or should not

accept the offer. The Board’s statement on the offer should make it clear whether

the views expressed are unanimous, and if this is not the case, it will explain the

basis on which specific members of the Board have excluded themselves from the

Board’s statement. The Board shall also seek to arrange a valuation from an is

in effect a disposal of the Company’s activities shall be independent expert. Any

transaction that is decided by a general meeting.

15 AUDITOR

The general meeting elects the auditor. The auditor shall annually present the

main features of the plan for work with the audit of the Company to the Board or

the audit committee.

The auditor shall participate in the Board meeting that approves the annual

financial statements. In this meeting, the auditor will describe the views on

accounting matters and principles, risk areas, and internal control. The Company’s

internal control shall be reviewed by the auditor at least once a year.

The auditor shall at least once a year present to the Board or the audit committee

a review of the Company’s internal control procedures, including the identification

of weaknesses and proposals for improvement.

The audit committee shall hold a meeting with the auditor at least once a year at

which no representative of the management is present.

The Board shall specify the management’s right to use the auditor for other

purposes than auditing.

The Board shall report the remuneration paid to the auditor to the shareholders at

the annual general meeting, including a breakdown of the fee paid for audit work

and fees paid for other specific assignments, if any.

Spir Group ASA

Annual Report 2023

Martine Dragset

Board Member

Sigrun Syverud

Board Member

Preben Rasch-Olsen

Board Member

Rolv Erik Ryssdal

Chairperson

Per Haakon Lomsdalen

CEO

Jens Rugseth

Board Member

Sign. Sign. Sign. Sign. Sign. Sign.

Responsibility statement

Oslo, 29 April 2024

From the Board of Directors and CEO of Spir Group ASA

The Board and CEO have considered and approved the consolidated set of financial statements

for the period 1 January to 31 December 2023. We confirm to the best of our knowledge that the

consolidated set of financial statements for the above-mentioned period has been prepared in

accordance with IFRS (International Financial Reporting Standards), and they present a true and fair

view of Spir Group’s assets, liabilities, financial position, and overall result for the period viewed in their

entirety. Furthermore, we declare that the Board of Directors report gives a true and fair overview of

any significant events that arose during the above-mentioned period and their effect on the financial

report, and that it gives a correct view of any significant related parties’ transactions, principal risks and

uncertainties faced by Spir Group.

Spir Group ASA

Annual Report 2023

15 Consolidated financial statements

15.1

Consolidated statement of profit and loss 54

15.2

Consolidated statement of comprehensive income 55

15.3

Consolidated statement of financial position 56

15.4

Consolidated statement of changes in equity 58

15.5

Consolidated cash ﬂow statement 60

15.6

Notes 62

15.7

Alternative performance measures 109

54Annual Report 2023

Spir Group ASA

15.1

Consolidated statement

of profit and loss

NOK 1000 Note 2023 2022

Revenue 5, 6, 11 1 056 716 929 841

Cost of providing services 7 415 266 381 953

Gross profit 641 450 547 888

Personnel expenses 8, 9, 11 347 324 292 556

Other operating expenses 10 124 695 128 123

EBITDA 169 431 127 209

Depreciation and amortisation expenses 12 119 221 107 759

Impairment losses 13, 18 2 533

Operating profit 50 210 16 917

Financial income 14 7 492 3 479

Financial expenses 14 -62 257 -52 628

Profit before income tax -4 555 -32 233

Income tax expense 15 4 248 -733

Profit from continuing operations -8 803 -31 499

Profit from discontinued operations 4 -6 866 58 464

Net income -15 669 26 965

Profit for the period is attributable to:

Owners of Spir Group ASA -14 886 23 713

Non-controlling interests -783 3 252

-15 669 26 965

Earnings per share:

Basic earnings per share 16 -0,12 0,23

Diluted earnings per share 16 -0,12 0,23

Basic earnings per share continuing operations 16 -0,06 -0,30

Diluted earnings per share continuing operations 16 -0,06 -0,30

55Annual Report 2023

Spir Group ASA

15.2

Consolidated statement

of comprehensive

income

NOK 1000 Note 1.1 - 31.12.2023 1.1 - 31.12.2022

Profit for the period -15 669 26 965

Other comprehensive income (net of tax):

Items that will or may be reclassified to profit or loss:

Exchange differences on translation of foreign operations 28 737 7 337

Total comprehensive income for the period 13 069 34 302

Total comprehensive income for the period is attributable to:

Owners of Spir Group ASA 13 852 30 922

Non-controlling interest -783 3 380

13 069 34 302

56Annual Report 2023

Spir Group ASA

15.3

Consolidated statement

of financial position

NOK 1000 Note 2023 2022

Assets

Non-current assets

Equipment and fixtures 17 9 857 21 785

Right-of-use assets 21 42 571 47 600

Intangible assets 11, 13, 18 1 826 275 1 846 267

Other investments 20,22,30 38 246 30 582

Total non-current assets 1 916 949 1 946 234

Current assets

Trade and other receivables 22, 23 142 241 204 544

Contract assets 6 3 562 8 904

Cash and cash equivalents 22, 24 54 475 50 905

Total current assets 200 278 264 352

Total assets 2 117 227 2 210 586

Equity and liabilities

Equity

Share capital 25 2 601 2 549

Share premium 1 013 695 1 005 748

Capital increase, not registered

Other equity 43 038 25 026

Non-controlling interests 3 079 3 341

Total equity 1 062 414 1 036 665

57Annual Report 2023

Spir Group ASA

15.3

Consolidated statement

of financial position

Continued

Martine Dragset

Board Member

Oslo,

29. april 2024

Sigrun Syverud

Board Member

Preben Rasch-Olsen

Board Member

Rolv Erik Ryssdal

Chairperson

Per Haakon Lomsdalen

CEO

Jens Rugseth

Board Member

Sign. Sign.

Sign. Sign. Sign. Sign.

NOK 1000 Note 2023 2022

Liabilities

Non-current liabilities

Borrowings 22,26 542 992 629 791

Lease liabilities 21 25 968 23 320

Deferred tax liabilities 3, 15 99 578 115 527

Total non-current liabilities 668 538 768 638

Current liabilities

Trade and other payables 22,27 217 676 211 876

Contract liabilities 6 22 067 38 092

Current tax liabilties 15 10 210 1 767

Borrowings 22,26 118 778 128 478

Lease liabilities 21 17 544 25 069

Total current liabilities 386 276 405 282

Total liabilities 1 054 814 1 173 920

Total equity and liabilities 2 117 227 2 210 586

58Annual Report 2023

Spir Group ASA

15.4

Consolidated statement

of changes in equity

Attributable to owners of Spir Group ASA

NOK 1000

Note

capital

premium

Capital

increase,

not

registered

Cumulative

translation

differences

Other

equity Total

Non-

controlling

interests

Total

equity

Balance at 31 Dec 2021 1 880 683 396 9 611 64 9 841 704 793 52 076 756 869

Profit or loss for the period 23 713 23 713 3 252 26 965

Other comprehensive

income

Translation differences 7 209 7 209 128 7 337

Total comprehensive

income for the period

0 0 0 7 209 23 713 30 922 3 380 34 302

Contributions by and distributions to owners:

Issue of share capital net

of transaction costs and

tax

25 668 322 352 -9 611 313 409 313 409

Acquisition of non-

controlling interests

3 -24 196 -24 196 -10 382 -34 579

Non-controlling interests

in subsidiaries sold

4 0 -41 733 -41 733

Share-based

payments

9 8 396 8 396 8 396

668 322 352 -9 611 -15 800 297 610 -52 115 245 494

Balance at 31 Dec 2022 2 549 1 005 748 0 7 273 17 754 1 033 324 3 341 1 036 665

59Annual Report 2023

Spir Group ASA

15.4

Consolidated statement

of changes in equity

Continued

Attributable to owners of Spir Group ASA

NOK 1000

Note

capital

premium

Capital

increase,

not

registered

Cumulative

translation

differences

Other

equity Total

Non-

controlling

interests Total equity

Balance at 31 Dec 2022

2 549 1 005 748 0 7 273 17 754 1 033 324 3 341 1 036 665

Adjustment on corrections of error -315 -315 70 -245

Balance at 31 December

2022 (restated)

2 549 1 005 748 7 273 17 439 1 033 009 3 411 1 036 419

Profit or loss for the period -14 886 -14 886 -783 -15 669

Other comprehensive

income

Translation differences 28 737 28 737 28 737

Total comprehensive

income for the period

0 0 0 28 737 -14 886 13 852 -783 13 069

Contributions by and distributions to owners:

Issue of share capital net

of transaction costs and

tax

25 52 7 947 0 7 999 7 999

Acquisition of

non-controlling interests

3 0 452 452

Share-based

payments

9 4 475 4 475 4 475

52 7 947 0 0 4 475 12 474 452 12 927

Balance at 31 Dec 2023 2 601 1 013 695 0 36 010 7 028 1 059 335 3 079 1 062 414

60Annual Report 2023

Spir Group ASA

15.5

Consolidated statement

of cash ﬂows

NOK 1000 Note 2023 2022

Cash ﬂows from operating activities

Profit before income tax -13 203 28 848

Adjustments for

Depreciation and amortisation expenses 12 119 221 116 430

Depreciation and amortisation expenses (discontinued) 4 3 144 5 835

Share-based payment expense 4 475 8 396

Net gain/loss on sale of non-current assets

Net gain on sale of subsidiary 2 107 -49 161

Interest received and paid - net 49 742 38 631

Share of post-tax profits and equity accounted assosiates -2 726

Net exchange differences 854 103

Change in operating assets and liabilities, net of effects from purchase of subsidiaries

Change in trade and other receivables and contract assets 42 350 -23 151

Change in trade and other payables and contract liabilities -10 078 -9 937

Interest received 14 1 058

Income taxes paid -1 767 -9 039

Net cash inﬂow from operating activities 194 120 108 013

Cash ﬂows from investing activities

Payment for acquisition of subsidiaries, net of cash acquired 3,26 -593 830

Payment for equipment and fixtures 17 -1 654 -9 360

Payment of capitalised development costs 18 -96 580 -74 538

Payment for associates and other financial assets -9 698 -11 472

Proceeds from sale of equipment and fixtures 81 197

Proceeds from sale of subsidiaries 4 81 026 39 886

Receipt of government grants 5 871

Net cash inﬂow/outﬂow from investing activities -26 825 -643 246

61Annual Report 2023

Spir Group ASA

15.5

Consolidated statement

of cash ﬂows

Continued

NOK 1000 Note 2023 2022

Cash ﬂows from financing activities

Proceeds from issuance of ordinary shares 25 7 999 312 411

Proceeds from borrowings 26 30 000 694 408

Repayment of borrowings 26 -128 478 -478 389

Principal element of lease payments 21 -23 504 -22 565

Interest paid -49 743 -38 111

Transactions with non-controlling interests -450

Net cash inﬂow/outﬂow from financing activities -163 725 467 304

Net increase/decrease in cash and cash equivalents

3 571 -67 929

Cash and cash equivalents 1 January 50 905 118 833

Cash and cash equivalents at the end of the period 54 475 50 905

Profit before taxes from total operations consists of:

Profit before taxes from continuing operations -4 555 -32 233

Profit before taxes from discontinued operations -8 647 61 081

Profit before taxes from total operations -13 203 28 848

62Annual Report 2023

Spir Group ASA

15.6

Notes

Spir Group ASA (earlier Sikri Group ASA) is a public limited liability company incorporated in Norway. Spir Group

ASA is listed on Euronext Oslo Børs under the ticker SPIR. Spir Group ASA is the parent company of the Spir

Group. Refer to note 20 for a list of the subsidiaries. The Group`s head office is located at Dronning Mauds Gate

10, 0250 Oslo, Norway. The Group was established in 2020.

Note 1 - General information

The Group reports into four segments which reﬂect the company names delivering the services; Sikri, Ambita,

Boligmappa and Metria. In addition we have Other/elimination which includes Spir Group ASA and smaller

companies within the Group. Sikri offers sale of software and services. Ambita offers sale of property data,

software and data services. Boligmppa offers sale of software and services within documentation and value

estimates on residential properties to professionals within the real estate market. Metria offers services,

software and solutions in the Swedish market within geoinformation. Refer to note 5 for more information on

segments.

The consolidated financial statements of Spir Group ASA for the fiscal year 2023 were approved in the board

meeting on 29 April 2024.

Spir Group ASA

Annual Report 2023

Note 2 - Summary of significant accounting policies and estimates

Statement of compliance

The consolidated financial statements of Spir Group ASA have been prepared

in accordance with IFRS® Accounting Standards as adopted by the EU , and

Norwegian disclose requirements regulated in the Norwegian Accounting Act as of

31 December 2023.

Basis of preparation

The consolidated financial statements of Spir Group ASA for the year ended 31

December 2023 comprise the Company and its subsidiaries except for PixEdit AB

and AOIT AS which is not consolidated as the entity is immaterial to the Group

(together referred to as the ”Group”). The consolidated financial statements

consist of statement of comprehensive income, statement of financial position,

cash ﬂow statement, statement of changes in equity and disclosures. Further,

the consolidated financial statements are prepared based on the going consern

assumption.

The consolidated financial statements are based on historical cost, with the

exception of financial instruments at fair value through profit or loss (ref note 22).

The consolidated financial statements have been prepared on the basis of uniform

accounting policies for similar transactions and events under otherwise similar

circumstances.

The Group’s presentation currency is NOK. This is also the parent company’s

functional currency.

a majority of the voting or similar rights of an investee, the Group considers all

relevant facts and circumstances in assessing whether it has power over the entity.

Including ownership interests, voting rights, ownership structure and relative

power, as well as options controlled by the Group and shareholder’s agreement or

other contractual agreements.

The assessments are done for each individual investment.

The Group re-assesses whether or not it controls an entity if facts and

circumstances indicate that there are changes to one or more of the three

elements of control.

Business combinations are accounted for by using the acquisition method, see

note 3 - business combinations. Consolidation of a subsidiary begins when the

Group obtains control over the subsidiary and ceases when the Group loses control

of the subsidiary.

Profit or loss and each component of other comprehensive income (OCI) are

attributed to the equity holders of the parent of the Group and to the non-

controlling interests, even if this results in the non-controlling interests having

a deficit balance. When necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting policies into line with the

Group’s accounting policies. All intra-group assets and liabilities, equity, income,

expenses and cash ﬂows relating to transactions between members of the Group

are eliminated in full on consolidation.

Non-controlling interests is presented separately under equity in the Group’s

balance sheet.

Basis for consolidation

The Group’s consolidated financial statements comprise the parent company

and it’s subsidiaries as of 31 December 2023. There is a presumption that if the

Group has the majority of the voting rights in an entity, the entity is considered

as a subsidiary. To support this presumption and when the Group has less than

Spir Group ASA

Annual Report 2023

Note 2, continued

Foreign currency

Transactions in foreign currencies are translated to the functional currency of the

Group entities at the exchange rate at the date of the transaction. Monetary

assets and liabilities denominated in foreign currencies at the balance sheet date

are retranslated to the functional currency at the exchange rate on that date.

Foreign exchange translation differences are recognized as part of financial items

in profit or loss.

Assets and liabilities in foreign subsidiaries, whose functional currency differ from

the presentation currency, are converted to NOK using the exchange rate in effect

at the balance sheet date. Income and expenses from foreign companies are

converted to NOK using the quarterly average rate of exchange.

The use of estimates and assessment of accounting policies

when preparing the annual accounts

Estimates and assumptions

The management has used estimates and assumptions that have affected

assets, liabilities, incomes, expenses and information on potential liabilities. This

particularly applies to the depreciation of intangible assets, evaluations related

to acquisitions and impairment test of goodwill. It is reasonably possible, based

on existing knowledge, that outcomes within the next financial year are different

from the assumptions made which may lead to these estimates being materially

changed. Estimates and their underlying assumptions are reviewed on a regular

basis and are based on best estimates and historical experience.

Adoption of new and revised International Financial Reporting Standards

New and amended IFRS Standards that are effective for the current year

IASB has issued amendments to IAS 1 Presentation of financial statements and

IFRS Practice Statement 2 Making Materiality Judgements. These amendments

are intended to help entities apply materiality judgements to accounting policy

disclosures and provide additional guidance and illustrative examples.

Spir Group has focused the accounting policy disclosures on Spir Group specific

policy choices, disclosing only those accounting policies that are considered

necessary to understand the consolidated financial statements of Spir Group.

Judgements

The management has, when preparing the financial statements; made certain

significant assessments based on critical judgment when it comes to application

of the accounting policies. The following notes include the Group’s assessments

regarding:

• Business combinations (refer to note 3)

• Depreciation of intangible assets (refer to note 12 and 18)

• Impairment test of goodwill (refer to note 13)

• Important estimates and assessments regarding the length of the leases

(refer to note 21)

• Events after the reporting period (refer to note 31)

Spir Group ASA

Annual Report 2023

Note 3 - Business combinations

Business combinations completed in 2022

Metria AB

On 1 April 2022 Spir Group acquired 100% of the shares in Metria AB. The

transaction was closed later the same day.

Together with the other companies in the Group, Metria represents a strong Nordic

innovation centre, uniquely positioned to offer the public sector, private businesses,

and citizens better services. In addition to cost synergies, Spir expects there to

be further synergy potential from common solutions and services, cross-selling

towards combined customer bases, and growth in the Nordics in the upcoming

years.

On the following page, details of the fair value of identifiable assets and liabilities

acquired, consideration transferred, and goodwill are presented. Note that fair

value was not used as the measurement basis for right-of-use assets and lease

liabilities that require a different basis of measurement.

Accounting principles

Business combinations are accounted for using the acquisition method as of

the acquisition date, which is when control is transferred to the Group. The

consideration transferred in the acquisition is generally measured at fair value, as

are the identifiable net assets acquired. Any contingent consideration is measured

at fair value at the date of acquisition.

The excess of the consideration transferred in a business combination, non-

controlling interests, and the acquisition-date fair value of any previous equity

interest in the acquired entity over the fair value of identifiable net assets of the

acquired entity is recognised as goodwill in the balance sheet. Goodwill that arises

from a business combination is tested annually for impairment. If the sum is less

than the entity’s net assets, the difference is immediately recognised in the profit

or loss. Acquisition related transaction costs are expensed as incurred.

Critical judgements and significant estimates

The acquisitions require the use of substantial judgement when assessing the

fair value of the consideration transferred, identifying, and valuation of intangible

assets such as capitalised development, customer contracts and trademarks.

Business combinations completed in 2023

No business combinations were completed in 2023.

Spir Group ASA

Annual Report 2023

Note 3, continued

Below the fair values recognised on acquisition are presented.

NOK 1000 Note Metria AB

Assets

Identifiable intangible assets 18 254 269

Equipment and fixtures 17 15 905

Right-of-use assets 21 40 822

Cash and cash equivalents 83 534

Trade and other receivable 83 596

Other assets 19 827

Total assets 497 953

Liabilities

Borrowings 0

Trade and other payables 95 579

Contract liabilities 13 044

Lease liabilities 21 40 822

Deferred tax liability 15 51 504

Total liabilities 200 949

Net identifiable assets and liabilities at fair value 297 004

Non-controlling interests

Goodwill 18 380 360

Purchase consideration transferred 677 364

The consideration consists of

Cash consideration 677 364

Total consideration 677 364

Net decrease/(increase) in cash

Cash consideration 677 364

Cash and cash equivalents received 83 534

Net decrease/(increase) in cash 593 830

The goodwill of MNOK 380.4 reﬂect highly skilled workforce, know-how and

technical expertise. No part of the goodwill is deductible for tax purposes.

Transaction costs of MNOK 16.7 related to the acquisition are recorded as an

expense in 2022.

The acquired business contributed revenues of MNOK 308.4 and operating profit

of MNOK 20.3 to the Group for the period from 1 April to 31 December 2022. The

Planning and Surveying (P&S) business area in Metria was divested in 2023 (ref

note 4).

If the acquisition had occurred on 1 January 2022, consolidated pro-forma revenue

and operting profit for the period ending 31 December 2022 would have been

MNOK 410.9 and MNOK 29,5 respectively. These amounts have been calculated

using the subsidiary’s consolidated results and adjusting them for differences in

the accounting policies and the additional amortisation that would have been

charged assuming the fair value adjustments to assets had applied from 1 January

2022.

Spir Group ASA

Annual Report 2023

Accounting principles

Discontinued operations is a component of the entity that has been disposed, and

relates to separate major lines of business. The results of discontinued operations

are presented separately in the statement of profit or loss, and historical numbers.

Discontinued operations 2023

On 17 April 2023, Spir Group’s fully owned subsidiary Metria AB entered into an

agreement to divest the Planning and Surveying (P&S) business area in Sweden

to Sweco Sverige AB. Closing of the transaction tok place 2 May 2023. The agreed

purchase price for the business unit was SEK 52.5 million.

The profit and loss for the disposed Planning and Surveying part of Metria AB

presents as follows:

NOK 1000 2023 2022

Revenue 38 201 101 671

Cost of providing services 3 754 15 575

Gross Profit 34 447 86 096

Personnel expenses 25 150 52 732

Other operating expenses 12 010 24 276

EBITDA -2 713 9 088

Depreciation and amortization expenses 3 144 8 671

Operating Profit -5 857 417

Financial Income 46

Financial expenses -182

Profit before income tax -5 993 417

Note 4 - Discontinued operations

Income tax expenses -1 235 86

Profit after income tax of the discontinued operations -4 757 331

Loss on sale of the subsidiary after income tax -2 107

Profit from discontinued operations -6 866 331

Details of the sale of the business area:

NOK 1000 2023 2022

Consideration received or receivable

Cash 54 532

Transaction cost -11 005

Cash effect 43 526

Total disposal consideration 54 532

Carrying amount of net assets sold 56 639

Loss on sale -2 107

Net cash ﬂow from operating activities -2 849 9 088

Net cash ﬂow from investing activities *) 43 169 -6 544

Net cash ﬂow from financing activities -1 905 -5 654

Net increase in cash generated by business area 38 415 -3 110

*) The Group had a cash inﬂow of TNOK 43 526 from the sale of Planning and Surveying.

Spir Group ASA

Annual Report 2023

Note 4, continued

Discontinued operations 2022

On 1 November 2022, Spir Group announced that the company has entered into

an agreement with Construction Analytics AS to divest its ownership in 4Cast-

Group and Prognosesenteret (Prognosesenteret AS and Prognoscenteret AB), an

independent market analysis company that specialises in the Nordic construction

and property markets. The transaction was completed 24. November 2022.

The transaction values 4CastGroup and Prognosesenteret at an enterprise value

(EV) of NOK 255 million, implying a cash EBITDA (EBITDAC) multiple of 18.2 using

2021 figures. For Spir Group, the gross proceeds of the sale are NOK 142 milli-

on. Spir Group will continue to develop the PropTech portfolio (EV) 69,6 and has

throught the transaction acquired 4CG’s previous 49 % ownership in the compani-

es in addition to retaining its previous shareholding in the companies.

The cash effect of the transaction is NOK 108 million, of which NOK 37.5 million is

a two-year seller´s credit. Prognosesenteret has been part of Ambita since it was

acquired on 9 September 2019, at an enterprise value (EV) of approximately NOK

140 million, and a part of Spir Group since the aqusition of Ambita in 3 May 2021.

The profit (loss) and cash ﬂow information for the disposed Prognosesenteret

and 4CastGroup presents as follows:

NOK 1000 2023 2022

Revenue 85 821

Cost of providing services 4 050

Gross Profit 0 81 771

Personnel expenses 37 168

Other operating expenses 14 158

EBITDA 0 30 445

Depreciation and amortization expenses 15 135

Operating Profit 0 15 310

Financial Income 69

Financial expenses -674

Profit before income tax 0 14 705

Income tax expenses 3 201

Profit after income tax of the discontinued operations 0 11 504

Gain on sale of the subsidiary after income tax 46 630

Profit from discontinued operations 0 58 134

Net cash ﬂow from operating activities 12 010

Net cash ﬂow from investing activities* -19 330

Net cash ﬂow from financing activities 0

Net increase in cash generated by the subsidiary 0 -7 320

Cash 01.01 38 218

Cash at sale 30 898

* The group had a cash inﬂow of TNOK 39 886 from the sale of Prognosesenteret og 4CastGroup.

Details of the sale of the subsidiary:

NOK 1000 2023 2022

Consideration received or receivable

Cash 70 784

Two year seller credit

37 500

Gross Profit 108 284

Sellers Credit

34 124

Total disposal consideration 142 408

Carrying amount of net assets sold 95 778

Gain on sale 46 630

1) Repaid in 2023.

2) Extraordinary dividend settled through offset against shares.

Spir Group ASA

Annual Report 2023

Accounting principles

Spir Group is a house of brands, and thus the opereting segments of the Group

consist of the main conpanies. The Group’s CEO is the chief operating decision

maker.

Description

The Group has divided the business into four reportable segments: Sikri, Ambita,

Boligmappa and Metria. These four reportable segments represent the main

companies in the Group. In addition we have Other/elimination.

Sikri AS: Sale of software and services towards the public sector.

Ambita AS: Sale of services within digital real estate and construction offerings in

Norway, enabling digital transformation and providing digital services.

Boligmappa AS: Sale of services within documentation and value estimates on

residential properties to professionals within the real estate market.

Metria: Sale of services and solutions in the Swedish market within geoinformation

Other/elimination: The holding company of the Group, Spir Group ASA except

management fee is not allocated to any of the reportable segments but is

included in the other/elimination column together with acquisition related

expenses and the smaller companies within the Group. The operation profit from

the discontinued operations in the divested companies are also included in Other/

elimination.

Following the on-going integration activities, the way the Group is organised can

change and this can have consequences for the reportable segments in the future.

Major products and services are included as disagregated revenue information in

note 6.

Note 5 - Segment information

Spir Group ASA

Annual Report 2023

Note 5, continued

1 January - 31 December 2023

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Revenue 274 466 444 573 44 178 282 046 11 452 1 056 716

Inter-segment revenue 0 1 882 1 144 0 -3 025 0

Cost of providing services 44 345 263 949 806 105 140 1 026 415 266

Gross profit 230 121 182 506 44 516 176 905 7 401 641 450

Personnel expenses 112 190 72 335 18 826 107 026 36 946 347 324

Other operating expenses 41 809 30 149 25 560 28 992 -1 814 124 695

EBITDA 76 122 80 022 131 40 887 -27 730 169 431

Depreciation and amortisation expenses 39 334 30 817 15 860 28 908 4 302 119 221

Impairment losses

Operating profit 36 787 49 205 -15 729 11 979 -32 033 50 210

Operating profit from discontinued operations -5 858 -5 858

Net operation profit 36 787 49 205 -15 729 6 121 -32 033 44 352

1 January - 31 December 2022

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Revenue 240 470 432 603 38 389 206 703 11 677 929 841

Inter-segment revenue 910 6 705 798 0 -8 413 0

Cost of providing services 33 658 263 756 731 81 268 2 541 381 953

Gross profit 207 723 175 552 38 456 125 435 723 547 888

Personnel expenses 108 554 73 677 15 226 71 883 23 216 292 556

Other operating expenses 33 055 35 529 22 871 14 370 22 297 128 123

EBITDA 66 113 66 345 359 39 182 -44 790 127 209

Depreciation and amortisation expenses 37 083 34 497 14 764 27 926 2 160 107 759

Impairment losses 2 533 2 533

Operating profit 29 030 31 849 -16 939 20 343 -46 950 16 917

Operating profit from discontinued operations 416 15 310 15 726

Net operation profit 29 030 31 849 -16 939 20 343 -31 640 32 643

Spir Group ASA

Annual Report 2023

Note 5, continued

Segment assets and liabilities

31 December 2023

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Segment assets 314 766 989 795 143 346 830 719 -161 399 2 117 227

Segment liabilties 152 855 101 536 24 207 101 712 674 504 1 054 814

31 December 2022

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Segment assets 336 044 896 906 166 410 887 177 -75 951 2 210 586

Segment liabilties 195 526 163 713 28 877 186 734 599 069 1 173 921

Significant customers and non-current assets

The Group conducts its sales directly and through channel partners. No customer or channel partner represents more than 10% of the Group’s revenue.

Revenues by geographical areas

1 January - 31 December 2023

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Norway 271 119 443 863 45 322 1 236 8 354 769 893

Sweden 2 022 1 110 275 005 73 278 210

Other 1 326 1 482 5 805 8 613

Total 274 466 446 455 45 322 282 046 8 427 1 056 716

1 January - 31 December 2022

NOK 1000 Sikri Ambita Boligmappa Metria Other/elimination Group

Norway 237 358 437 284 39 187 526 3 221 717 576

Sweden 1 094 538 203 357 43 205 032

Other 2 928 1 485 2 820 7 233

Total 241 380 439 308 39 187 206 703 3 264 929 841

Spir Group ASA

Annual Report 2023

Note 6 - Revenues

Accounting principles

The sources of revenue from contracts with customers are mainly:

Subscriptions Software-as-a-Service (SaaS) arrangements, user support,

software maintenance and data-driven subscriptions.

Data-driven queries A menu-based service offering a predefined set of reports

or data tailored with specific information for customers to

choose from at a fixed price per query.

Consulting services Installation, implementation, integration, configuration,

training, and other consulting services.

On-premises licences Software licenses transferred/installed on customers

computers or data centres owned/contracted by

the customer.

Description of contracts with customers

Subscriptions

Subscriptions include Software-as-a-Service (SaaS) arrangements (in which

software maintenance is integrated) and user support related to both SaaS

arrangements and on-premises software licences. Subscriptions also include

software maintenance related to on-premises software licences and data-driven

subscriptions.

Software-as-a-Service (SaaS)

A SaaS subscription is accounted for as a service and does not include the transfer

of a license of intellectual property (IP). The company is providing a series of

distinct services that represent a single performance obligation satisfied over time

as the customer simultaneously receives and consumes the benefits provided. The

appropriate measure of progress is day by day over the period in which the service

is available.

User support

The promise to the customer is to provide support when it is needed. The delivery

of the service is based on requests from the customer. These requests can come

un-evenly distributed over time or not at all. The performance obligation is

satisfied over time because the customer simultaneously receives and consumes

the benefits of the company’s performance which is making the support service

available over the period of the contract. The appropriate measure of progress is

day by day over the period in which the customer has a right to receive support

services.

Software maintenance

The Group provides software maintenance related to on-premises software

licences. As long as the software maintenance is unspecified, and for instance

only give the customer a right to software maintenance when and if updates

are available, the performance obligation is satisfied over time. The appropriate

measure of progress is day by day over the period in which the customer has a

right to receive the maintenance.

Data-driven subscriptions

The Group provides a predefined set of reports and data tailored with specific

information in response to the individual customer’s needs. The data-driven

subscriptions are accounted for as a service and is a promise to deliver end product

based on requests from the customer.

Spir Group ASA

Annual Report 2023

Note 6, continued

The delivery of the service is based on requests from the customer, unevenly

distributed in time and in volume over the period in which the customer has a right

to receive the predefined reports and data. The performance obligation is satisfied

over time because the customer simultaneously receives and consumes the

benefits of the company’s performance which is ensuring the services availability

over the period of the contract. The appropriate measure of progress is day by day

over the period in which the customer has a right to receive the predefined set of

report or data.

Data-driven queries

The Group provides a menu-based service offering a predefined set of reports and

data for customers to choose at a fixed price per query. The data-driven queries

are accounted for as a service and is a promise to deliver an end product. The

performance obligation is satisfied at the point in time when the report or data is

delivered.

Consulting services

The Group provides consulting services including installation, implementation,

integration, configuration, training and other consulting services. The consulting

services can either be a promise to deliver each and every hour (time and material

type of contracts) or an end result or product.

For the first type of consulting services the performance obligation is satisfied at

a point in time, when each hour is delivered. This can be considered to be a series

of distinct services that represents a single performance obligation satisfied over

time, but the solution for revenue recognition would be the same since accrued

hours would be the appropriate measure of progress.

For the other type of consulting services, it is also concluded that the performance

obligation is satisfied over time as there is no alternative use for the work

performed and the entity has an enforceable right to payment.

On-premises software licenses

The on-premises software licence is made available to the customer to be installed

on the customers computers/data centres or in a data centre which the customer

has contracted. When the software is installed, or the customer has received

the necessary information to download and install the software, the Group is no

longer obliged to perform anything, and the software will remain functional for the

term of the contract. The customer can use and benefit from the software as it is

transferred, and the customer’s use or benefit is not significantly conditioned upon

the activities of the entity. The performance obligation is satisfied at a point in

time when the customer obtains control of the software to be installed.

Invoicing and payment terms

Invoices are issued periodically, for some yearly subscriptions on a yearly basis, for

most other services on a monthly basis. Invoices are generally payable within 30

days.

Contract costs

Contract costs are amortised on a systematic basis that is consistent with the

Group’s transfer of the related services to the customer.

The Group has applied the practical expedient and recognises contract costs,

such as commissions, as an expense when incurred if the amortisation period

of the asset that the entity otherwise would have recognised is one year or less.

No contract costs are recognised in the statement of financial position as of 31

December 2022 and 31 December 2023.

Presentation

Contract balances

Contract assets

A contract asset is the right to consideration in exchange for products or services

transferred to the customer. In the Group, there is earned but not invoiced income

related to projects into Metria. The income booked as a provision according to the

proportion of the project that has been completed.

Spir Group ASA

Annual Report 2023

Note 6, continued

Contract liabilities

A contract liability is the obligation to transfer products or services to a customer for

which the Group has received consideration (or an amount of consideration is due)

from the customer. The Groups contract liabilities are related to advance payment

of licences/subscriptions.

Disaggregated revenue information 2023

Revenue by major products and services

NOK 1000 Share % Sikri Ambita Boligmappa Metria Other/elimination Group

Subscriptions 37% 192 345 44 005 41 272 112 693 390 316

Data-driven queries 48% 387 523 108 881 11 452 507 857

Consulting services 13% 69 002 6 085 60 471 135 558

On-premises software licenses 0% 4 722 4 722

Other revenues 2% 8 398 6 960 2 906 18 263

Total revenues 100% 274 466 444 573 44 178 282 046 11 452 1 056 716

Disaggregated revenue information 2022

Revenue by major products and services

NOK 1000 Share % Sikri Ambita Boligmappa Metria Other/elimination Group

Subscriptions 36% 167 825 51 455 38 389 73 960 331 628

Data-driven queries 51% 371 786 90 125 11 677 473 588

Consulting services 12% 65 536 3 149 41 824 110 509

On-premises software licenses 1% 6 899 0 0 6 899

Other revenues 1% 210 6 213 794 7 217

Total revenues 100% 240 470 432 603 38 389 206 703 11 677 929 841

Spir Group ASA

Annual Report 2023

Note 6, continued

Contract balances

Changes in contract assets

NOK 1000 2023 2022

Balance at 1 January 8 904 0

Business combinations 17 346

Changes in the period -5 342 -8 442

Balance at 31 December 3 562 8 904

Changes in contract liabilities related to performance obligations

NOK 1000 2023 2022

Balance at 1 January 38 092 39 085

Business combinations 13 044

Divestment -2 870

Revenue recognised in the period that was included

in the contract liability at the beginning of the year

and acquired in business combinations

-38 092 -49 259

Additions in the period 22 067 38 092

Balance at 31 December 22 067 38 092

The performance obligations that constitute the contract liability at year end are

in its entirety expected to be performed within one year.

Note 7 - Cost of providing services

Description

Cost of providing services is a group of variable costs directly connected with

delivering a service, and are recognized when the corresponding service is delivered

to the customer. Cost of providing services mainly consists of third-party software

licenses, external platform costs (mainly ASP costs) and external consultants hired

on customer projects. Other cost of services provided are mainly fees to third

parties, as part of deliveries to customers (non-license costs).

Specification of cost of providing services

NOK 1000 2023 2022

Third-party software licenses 10 378 9 607

External IT platforms (ASP, etc.) 19 236 16 565

Services/goods from Data suppliers 343 617 326 731

Goods for resale 6 741 217

External consultants 17 953 10 570

Other cost of services provided 17 340 18 262

Total cost of services provided 415 266 381 953

Spir Group ASA

Annual Report 2023

Average number of emplyees (full-time equivalents) was 362 (365 in 2022). At the

end of the year the Group had 354 employees (379 in 2022).

Specification of salary and personnel costs

NOK 1000 Note 2023 2022

Salaries 227 443 194 258

Bonuses 7 638 9 441

Pension costs 26 625 21 246

Share-based payment 9 4 335 8 396

Payroll tax 68 839 49 105

Other benefits 12 445 10 110

Salary and personnel costs 347 324 292 556

Capitalised personnel costs related to research and development in 2023 was

MNOK 50,6 (2022 MNOK 41.9)

Pension cost

The Group is required to have an occupational pension scheme for all employees

in accordance with the Norwegian law on required occupational pension (”lov om

obligatorisk tjenestepensjon”). The Group’s pension scheme meets the requirements

of that law. The pension schemes in the Group are defined contribution schemes

and the total cost of these schemes was MNOK 26.6 in 2023 (MNOK 23.7 in 2022

inc. Planning and Surveying and MNOK 21.2 ex. Planning and Surveying).

Loan to management

Per Haakon Lomsdalen is given a loan of MNOK 3.2 through Arlberg Invest AS as a

contingent deferred payment of shares.

Note 8 - Personnel expenses and number of employees

Spir Group ASA

Annual Report 2023

Note 8 - Personnel expenses and number of employees, continued

Compensation and benefits to the management in 2023

NOK 1000

Base

salary

Salary paid Benefits in kind Bonus earned Sign-on bonus Other salary Pension expense Total remuneration

Nicolay Moulin (CEO) 1) 1 167 64 2 591 92 3 915

Per Haakon Lomsdalen (CEO) 2) 3 500 1 422 4 136 2 000 35 3 598

Other executive management 16 406 14 397 1 123 601 1 321 17 442

1) CEO until August. Other salary is linked to 1 year’s severance pay.

2) CEO from August.

Compensation and benefits to the management in 2022

NOK 1000

Base

salary

Salary paid Benefits in kind Bonus earned Project bonus Other salary Pension expense Total remuneration

Nicolay Moulin (CEO) 1) 1 750 1 765 100 142 438 84 2 529

Other executive management 12 649 9 438 816 671 725 680 12 328

Sharebased payment to the management at end of 2023 (Refer to note 9)

2023 Option program Grant year Award date Vesting period Strike price (1) Options awarded Options unvested 31.12.2023

Per Haakon Lomsdalen (CEO) 2023 12.06.2023 01.01.24-01.01.26 9,48 127 443 127 443

Other executive management 2023 12.06.2023 01.01.24-01.01.26 9,48 764 658 764 658

1) Strike prices in the table are subject to annual increases of 10% effective from 1 January each year, first time 1 January 2025.

2023 The RSU Program Grant year Award date Vesting period Strike price (1) Options awarded Options unvested 31.12.2023

Other executive management 2023 12.06.2023 01.01.2024 0,02 28 785 28 785

Other executive management 2023 12.06.2023 01.01.2025 0,02 54 834 54 834

Spir Group ASA

Annual Report 2023

Accounting principles

The Group has a share option program for its key employees and an employee

share purchase program involving bonus shares that are accounted for as equity

settled. The future potential shares, both in the form of options and bonus shares,

are valued at fair value at the grant date and recognised as an employee benefit

expense during the vesting period with a corresponding entry in equity.

The expense determined at the grant date is based on the Group’s estimate

of the number of shares that will ultimately vest. The estimate is reviewed at

each reporting date and the potential impact of any adjustments to the initial

estimates is recognised in profit or loss and a corresponding adjustment is made

to equity.

Significant accounting estimates and assumptions

The fair value of the options and the right to bonus shares is determined when

they are allotted and expensed over the vesting period. The vesting period is

when the employees’ service conditions are met, and the employee has the right

to exercise the option. The following table list til input to the model used for the

plans for the years ended 31. December 2023 and 31. December 2022, respectively.

2023 2022

Weighted average fair values at the measurement date

(NOK)

1,93 13,74

Dividend yield (%) 0,00 0,00

Expected volatility (%) 55,90% 43,86%

Risk-fee interest rate (%) 3,68% 2,46%

Expected life of share options (years) 2,55 2,95

Weighted average share price (NOK) 7,48 17,20

Weighted average exercise price (NOK) 10,46 18,98

Model used BSM BSM

The expected share price volatility is based on historical volatility for a selection of comparable listed

companies. The risk-free rate is based on published government zero-coupon yields published by the

Central Bank of Norway.

Description

ESPP-program (RSU)

The Group has established a share purchase programme (””ESPP””) for the

employees approved by the Board on 14 May 2020. Under the ESPP employees

and board members have been invited to purchase shares in the Company. There

have been 4 different ESPP programs with the same terms (2020 ESPP, 2021

ESPP, 2022 ESPP and 2023 ESPP.

The employees participating in the ESPP will receive bonus shares if they does not

sell their shares under the ESPP and continues employment with the group for a

three-year period. The employee will be entitled to receive 5 bonus share per 15

shares purchased in the ESPP 2020, ESPP 2021 and ESPP 2022 (1 bonus share per

3 shares pre split) and 1 bonus share per 3 shares purchased in the ESPP 2023. The

employees must pay the nominal value of each bonus share upon delivery.

The members of the Board of Directors participate in the ESPP on the same terms

and conditions as the employees, except that entitlement to bonus shares is only

subject to the board members not selling the shares acquired under the ESPP for

the three-year period.

Under the ESPP, the company has the right to settle the bonus shares in cash.

Note 9 - Share-based payment

Spir Group ASA

Annual Report 2023

Note 9, continued

Overview of outstanding shares at 31.12.2023

2023 WAEP (NOK) 2023 Number 2022 WAEP (NOK) 2022 Number

Outstanding options 1. January 0,02 663 191 0,02 518 760

Options granted 0,02 456 814 0,02 156 980

Options released 0,02 -301 595 0,02

Options adjusted 0,02 -115 0,02

Options terminated 0,02 -165 967 0,02 -17 234

Outstanding at 31 December 2023 0,02 652 328 0,02 658 506

The weighted average remaining contractual life for the RSU outstanding as of 31. December 2023 was 1,76 years. (2022: 1,96 years)

Share option program

The Group has implemented a share option program for management and key employees. The original option program, established in 2020, was cancelled in 2023,

and replaced by the 2023 restricted share unit plan (the RSU program). The RSU holders received for no consideration 1 new share option (each an RSU) per 3

share options vested under the previous option programs. No additional RSUs will be offered for the non-vested share options. The RSUs replacing the 2020 option

program can be converted into ordinary shares in the Company on 1 January 2024 (to the last vesting date of the share options granted under the 2020 Option

Program in 2020) and 1 January 2025 (corresponding to the last vesting date of the share options granted under the 2020 Option Program in 2021).

Under the RSU program, 217,593 RSUs were granted on 13 June 2023. Furthermore, the Group implemented a 2023 option program for management and key

employees. The program includes employment vesting conditions.

Overview of outstanding options at 31.12.2023

2023 WAEP (NOK) 2023 Number 2022 WAEP (NOK) 2022 Number

Outstanding options 1. January 2022 22,91 2 091 680 22,92 2 134 855

Options granted 10,46 1 274 430 18,98 127 045

Options cancelled 22,89 -1 285 540

Options terminated 20,02 -674 079 20,45 -170 220

Outstanding at 31 December 2022 13,03 1 406 491 22,94 2 091 680

The weighted average remaining contractual life for the options outstanding as of 31. December 2023 was 3,46 years (2022: 3,62 years)

Spir Group ASA

Annual Report 2023

Note 9, continued Note 10 - Other operating expenses

Exercise price (NOK)

Nuber of

outstanding

options

Weighted average

remaining con-

tractual life

Number of options

exercisable

9,48 352 592 4,00 0

10,43 352 592 4,00 0

11,47 352 592 4,00 0

19,58 130 775 1,43 130 775

21,54 130 785 1,43 130 785

21,60 87 155 3,00 87 155

Overview of outstanding options at 31.12.2022

19,58

Nuber of

outstanding

options

Weighted average

remaining con-

tractual life

Number of options

exercisable

21,54 333 060 3,05 333 060

21,60 246 735 3,00 0

23,69 421 635 4,00 0

23,76 246 745 3,00 0

26,14 421 750 4,00 0

21,60 421 755 4,00 0

Specification of other operating expenses

NOK 1000 Note 2023 2022

General IT, licenses and hosting 44 339 37 962

Advisors and consultants 42 669 46 314

Acquisition costs 3 16 704

Facilities and office costs 7 523 2 764

Sales and marketing 10 699 12 747

Travel expenses 8 161 4 061

General administration 3 865 3 970

Loss in receivables 23 627 1 572

Other operating expenses 6 812 2 031

Total other operating expenses 124 695 128 123

No significant research and development expenditures are expensed during the

period.

Specification of the auditor’s fees

NOK 1000 2023 2022

Statutory audit 3 259 2 505

Other assurance services 335 778

Other non-assurance services 0 0

Tax consultant services 0 0

Total auditor's fees 3 595 3 283

VAT is not included in the fees specified above.

Spir Group ASA

Annual Report 2023

Accounting principles

Government grants are recognised when it is reasonably certain that the Group

will meet the conditions stipulated for the grants and that the grants will

be received. Grants related to an expense item is recognized as income on a

systematic basis over the periode that the related costs, for which it is intended to

comprensate, is expensed. This applies to Innovasjon Norge, Norsk Forskningsråd

and Oslo Kommune. Grants related to SkatteFUNN is regognized as a reduction

of intangible assets if the costs are related to capitalized development costs.

Otherwise this is recogniced as a cost reduction of either salary or other operation

expenses.

Specification of government grants

NOK 1000 2023 2022

SkatteFUNN* 7 152 7 476

Innovasjon Norge 477 1 190

Norsk Forskningsråd 4 070 3 857

Oslo Kommune** 360 360

Total government grants 12 059 12 883

* The SkatteFUNN is a government program designed to stimulate research and development in Nor-

wegian trade and industry. The incentive is a tax credit and comes in the form of a possible deduction

from a company’s payable corporate tax.

** Salary compensation from Oslo Kommune - ”Company-internal training”.

Note 11 - Government Grants Note 12 - Depreciation and amortisation

Accounting principles

Equipment and fixtures

Depreciations are calculated on a straight-line basis over the assets’ expected

useful life and adjusted for any impairment charges. Expected useful lives are

reviewed annually. If this differs significantly from previous estimates, depreciation

plans are changed accordingly.

Leases

The Group applies the depreciation requirements in IAS 16 Property, Plant and

Equipment in depreciating the right-of-use asset, except that the right-of-use

asset is depreciated from the commencement date to the earlier of the lease term

and the remaining useful life of the right-of-use asset.

Intangibles

Assets acquired as a part of a business combination are recognised at their fair

value at the date of acquisition and are subsequently amortised on a straight-

line basis over their estimated useful lives. Capitalised development costs are

amortised on a straight-line basis over the estimated useful life of the asset.

Critical judgements and significant estimates

The useful life of a software development project is difficult to estimate and

monitor. The estimated useful life for such development projects is 5-10 years, and

differs between the group companies. The estimates that are made are based on,

among other things, the length of the customer’s contract and the competitive

landscape. For customer contracts/customer relations, an amortisation period of

10 years is applied. This estimate is based on the length of the customer’s contract

and low observable churn rate.

Spir Group ASA

Annual Report 2023

Accounting principles

Goodwill and intangible assets that have an indefinite useful life are not subject

to amortisation are tested annually for impairment, or more frequently if events or

changes in circumstances indicate that they might be impaired. Other assets are

tested for impairment whenever events or changes in circumstances indicate that

the carrying amount may not be recoverable.

Non-financial assets other than goodwill that suffered an impairment are

reviewed for possible reversal of the impairment at the end of each reporting

period.

Critcal judgements and significant estimates

The recoverable amount for the cash-generating units was determined based on

value-in-use calculations that require management estimates on highly uncertain

conditions, such as sales, macroeconomic outlook and impact on markets and

prices, developments in demand, inﬂation, operating costs, and legal regulation.

The Group bases its assessments on budgets for next year and internal business

plans, in addition to the best estimate for long-term development in the markets

where it operates, discount rates and other relevant information. A cash ﬂow

forecast is prepared for the next five years with projections thereafter. This cash

ﬂow is discounted using WACC.

Note 13 - Impairment testsNote 12, continued

Impairment tests for goodwill, intangible assets that have an indefinite useful

life and intangible assets in progress

Goodwill, intangible assets that have an indefinite useful life and intangible assets

in progess were tested for impairment at the end of 2023. No impairment losses

were recognised, as the determined recoverable amounts exceeded the carrying

values.

Depreciation and amortization expenses

NOK 1000 Note 2023 2022

Equipment and fixtures 17 4 000 8 112

Right-of-use assets 21 21 610 17 146

Intangible assets 18 93 610 82 501

Total depreciation and amortisation expenses 119 221 107 759

Specification of amortisation expenses (intangible assets)

Amortisation charge

NOK 1000 2023 2022

Technology

Amortisation on internally developed 47 111 36 604

Amortisation on acquired in business combinations 12 963 13 681

Total technology 60 074 50 286

Cutomer contracts/relations

Amortisation on internally developed 377 377

Amortisation on acquired in business combinations 32 650 31 329

Total customer contracts/relations 33 027 31 705

Trademarks

Amortisation on internally developed 0 0

Amortisation on acquired in business combinations 509 509

Total trademarks 509

509

Total amortisation expenses 93 610 82 501

Spir Group ASA

Annual Report 2023

Goodwill

Recognised goodwill in the Group amounts to MNOK 1 027 as of 31 December

2023. Goodwill is derived from the acquisitions described in note 3. For the purpose

of impairment testing, goodwill acquired in a business combination is, from the

acquisition date, allocated to cash-generating units or groups of cash-generating

units as follows:

NOK 1000 31.12.2023 31.12.2022

Sikri CGU's 59 818 59 818

Ambita CGU 515 820 515 820

PropTech CGU *) 5 662 80 124

Boligmappa CGU 80 124 365 961

Metria CGU 365 961 1 027 385

Total goodwill 1 027 385 1 045 892

* 4CastGroup divested in 2022, PropTech is the remaining companies after the divestment.

Intangible assets that have an indenfinite useful life

Intangible assets that have an indefinite useful life comprise the trademarks

acquired as part of the Ambita acquisition (refer to note 3). The carrying values of

the trademarks and their respective cash-generating units are summarised in the

table below.

NOK 1000 31.12.2023 31.12.2022

Ambita CGU 118 196 118 196

Boligmappa CGU 16 222 16 222

Metria CGU 46 396 44 946

Total trademarks 180 814 179 364

Key assumptions in value in use calculations and sensitivity to changes

in assumptions

The value in use calculations are based on forecasts for the period from 2024 to

2028 and cash ﬂow projections thereafter. The following significant assumpti-

ons are used for the value in use calculations. In the view of the management, no

reasonable change in the assumptions would lead to the recognition of an impair-

ment loss. The sensitivity analysis is commented on under each assumption below.

Cash generating

units

Revenue

growth

EBITDA-mar-

gin

Capital

expenditure

Long-term

growth rate

Pre-tax discount

rate

Sikri 7,3% 30% 9,8% 2,0% 14,4%

Ambita 5,1 % 18,2 % 2,5 % 2,0 % 14,4 %

Boligmappa 44,0 % 44,5 % 12,4 % 2,0 % 18,2 %

Metria 8,4 % 20,7 % 6,1 % 2,0 % 12,7 %

Revenue growth rate

Average rates of growth in operating revenue and gross profit are based on

management’s expectations of growth within the cash-generating units. A

decrease of the growth assumption of 5 percent units for Sikri, Boligmappa/Virdi

and Metria would lead to a significant change in the value in use, but it would still

be significantly higher than the carrying values and no impairment loss would be

recognised. For Ambita the value in use will exceed the carrying value to the point

of a 1.9 percent units decrease of the growth assumption.

Note 13, continued

Spir Group ASA

Annual Report 2023

EBITDA-margin

EBITDA margins are based on the volume/margins achieved historically, adjusted

for expected future developments in market conditions. A reduction in the EBITDA

margin of 5 percent units for Sikri and Boligmappa would lead to a significant

change in the value in use, but it would still be significantly higher than the

carrying values and no impairment loss would be recognised. For Ambita and

Metria the value in use will exceed the carrying value to the point of respectively a

0,6 percent units decrease and a 1,2 percent units decrease of the EBITDA margin.

Capital expenditure

The level of internal development activities is expected to be high in the coming

years and capital expenditure is expected to increase in line with the growth in

revenue. An increase of 5 percent units for Sikri and Boligmappa, and an increase

of respectively 0,6 percent units and 1,2 percent units for Ambita and Metria will

have the same impact on the value in use calculation as the change in EBITDA

margin as explained above.

Long-term growth rate

This is the average growth rate used to extrapolate cash ﬂows beyond the budget

period and is based on management expectations. A reduction in the long-

term growth rate by 2 percent units for Sikri and Boligmappa would lead to a

significant change in the value in use, but it would still be significantly higher than

the carrying values and no impairment loss would be recognised. For Ambita and

Metria the value in use will exceed the carrying value to the point of respectively

0,7 and 1,2 percent units reduction in the long-term growth rate.

Pre-tax discount rate

Future cash ﬂows are discounted to present value using a discount rate based on a

calculation of a

weighted average cost of capital (WACC) adjusted for tax. An increase by 2

percent units for Sikri and Boligmappa would lead to a significant change in the

value in use, but it would still be significantly higher than the carrying values and

no impairment loss would be recognised. For Ambita and Metria the value in use

will exceed the carrying value to the point of respectively 0,5 and 0,8 percent units

increase in the WACC.

Note 13, continued

Spir Group ASA

Annual Report 2023

Note 14 - Financial income and expenses Note 15 - Income tax

Accounting principles

The tax expense consists of tax payable and changes to deferred tax. Tax is

recognised in the income statement, except to the extent that it relates to items

recognized in other comprehensive income or directly in equity. The reported

income taxes are recognised in the amount expected to be payable on the basis of

the statutory regulations in force or enacted on the balance sheet date.

Deferred tax assets and liabilities are calculated on the basis of temporary

differences between the carrying amount of assets and liabilities in the statement

of financial position and their tax 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 not recognised for temporary differences arising on the initial recognition of

goodwill.

Deferred tax assets are recognised when it is probable that the company will have

sufficient taxable profit in subsequent periods to utilise the tax asset. Deferred

tax and deferred tax assets are recognised at their nominal value and classified as

non-current assets (non-current liabilities) in the statement of financial position.

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 in the same taxable

entity.

Specification of financial income and expenses

Financial income

NOK 1000 Note 2023 2022

Interest income from bank deposits 5 361 1 058

Foreign exchange gains 527 729

Share of profit - associated companies 1 500

Other financial income 103 1 692

Total financial income 7 492 3 479

Financial expenses

NOK 1000 Note 2023 2022

Interest on debts and borrowings 26 50 471 45 617

Foreign exchange losses 859 2 057

Share of profit - associated companies 4 226

Interest expense on lease liabilities 21 1 865 2 327

Other financial expenses 4 835 2 626

Total financial expenses 62 257 52 627

Net financial items -54 765 -49 148

Spir Group ASA

Annual Report 2023

Note 15, continued

Specification of income tax expense

NOK 1000 2023 2022

Current tax

Taxes payable on this year's taxable income 28 604 19 048

Income tax expense accrued prior to the business combination 0 0

Correction of previous years current income taxes 0 -784

Deferred tax

Changes in deferred taxes -26 137 -18 998

Income tax expense 2 466 -733

Total income tax expense 2 466

Income tax expense discontinued operations -1 782 -18 998

Income tax expense continuing operations 4 248 -733

Temporary differences - basis for recognised deferred tax

NOK 1000 31.12.23 31.12.22

Equipment and fixtures -13 875 -13 705

Intangible assets 454 655 555 854

Right-of-use assets 42 571 47 600

Receivables -1 295 -358

Lease liabilities -43 513 -48 389

Profit and loss account 564 705

Tax losses carried forward 0 -14 443

Other 13 520 -159

Total temporary differences - basis for recognised deferred tax 452 628 527 105

Deferred tax asset - gross -9 991 -18 298

Deferred tax liabilities - gross 109 569 130 848

Unrecognised deferred tax 0 2 977

Net deferred tax asset(-)/liability(+) 99 578 115 527

Recognition of tax expense

The income tax expense differs from the amounts computed when applying the

Norwegian statutory tax rate to income before income taxes as a result of the

following:

NOK 1000 2023 2022

Pre-tax profit -4 555 -32 233

Income taxes calculated at 22 % -1 002 -7 091

Changes in unrecognised deferred tax asset 1 328 1 560

Permanent differences (non-deductible expenses) 2 702 283

Non-taxable income 0 3 675

Effect of lower tax rate in Sweden -372 -394

Other 1 593 1 235

Income tax expense 4 248 -733

Changes in net deferred tax assets

NOK 1000 Note 2023 2022

Opening balance as of 1 January 115 527 79 249

Other changes -114 -612

Deferred tax liabilities attributable to business combinations 3 0 51 504

Deferred tax liabilities attributable to discontinued operations 0 -13 556

Tax expense/income recognised in profit and loss -15 835 -1 057

Net deferred tax asset(-)/liability(+) at 31 December 99 578 115 527

Spir Group ASA

Annual Report 2023

Basic and diluted earnings per share

NOK 1000 2023 2022 *

Profit for the year -15 669 170 26 964 949

Non-controlling interest -783 113 3 251 682

Owners of Spir Group ASA -14 886 057 23 713 267

Weighted average number of ordinary shares (basic)

Issued ordinary shares at 1 January 127 442 977 94 544 600

Effect of shares issued in the period 637 593 8 175 684

Effect of own shares -2 075 -2 075

Weighted average number of ordinary shares (basic) outstanding 128 078 495 102 718 209

Basic earnings per share -0,12 0,23

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares (basic) 128 661 010 103 266 126

Effect of share options on issue

Weighted average number of ordinary shares (diluted) outstan-

ding

128 661 010 103 266 126

Diluted earnings per share -0,12 0,23

Number of share options on issue that could potentially

dilute basic earnings per share in the future that are antidilutive

in the period

580 440 545 842

2023 2022 *

Number of outstanding ordinary shares at 1 January 127 442 977 94 544 600

Number of outstanding ordinary shares at 31 December 130 050 352 127 442 977

* Share split completed in June. Earnings per share are aligned with the new number for shares.

Basic and diluted earnings per share continuing operations

NOK 1000 2023 2022

Profit for the year -8 803 416 -31 499 008

Non-controlling interest -783 113 -409 318

Owners of Spir Group ASA -8 020 303 -31 089 690

Weighted average number of ordinary shares (basic)

Issued ordinary shares at 1 January 127 442 977 94 544 600

Effect of shares issued in the period -24 722 693 8 175 684

Effect of own shares -2 075 -2 075

Weighted average number of ordinary shares (basic) outstanding 102 718 209 102 718 209

Basic earnings per share -0,08 -0,30

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares (basic) 103 266 126 103 266 126

Effect of share options on issue

Weighted average number of ordinary shares (diluted) outstan-

ding

103 266 126 103 266 126

Diluted earnings per share -0,08 -0,30

Number of share options on issue that could potentially

dilute basic earnings per share in the future that are antidilutive

in the period

580 440 545 842

2023 2022*

Number of outstanding ordinary shares at 1 January 127 442 977 94 544 600

Number of outstanding ordinary shares at 31 December 130 050 352 127 442 977

Note 16 - Earnings per share

Spir Group ASA

Annual Report 2023

Accounting principles

Equipment and fixtures are stated at historical cost less accumulated depreciation

and any impairment charges. Refer to note 11 for further informastion on the

depreciation policy and costs. Ordinary repairs and maintenance costs are charged

to the income statement during the financial period in which they are incurred.

Gains and losses on disposals are determined by comparing the disposal proceeds

with the carrying amount and are included in operating profit.

Equipment and fixtures are reviewed for potential impairment if events or changes

in circumstances indicate that the carrying amount of an asset exceeds its

recoverable amount. The difference between the assets carrying amount and its

recoverable amount is recognised in the income statement as impairment charges.

Equipment and fixtures that are impaired are reviewed for possible reversal of the

impairment at each reporting date. If the basis for an impairment loss recognised

in previous periods no longer is present, the impairment loss is reversed up to a

maximum of the amortised/depreciated cost.

Reconciliation of equipment and fixtures

Year ended 31 December 2023

NOK 1000 Note

Office, equipment,

furniture etc.

Accumulated cost at 1 January 33 389

Additions 1 654

Acquisitions of business 3

Sale/disposal -15 259

Translation difference 3 762

Closing balance accumulated cost at 31 December 23 545

Accumulated depreciations and impairment at 1 January 11 603

Depreciation charge 12 4 000

Note 17 - Equipment and fixtures

Year ended 31 December 2022

NOK 1000 Note

Office, equipment,

furniture etc.

Accumulated cost at 1 January 8 518

Additions 9 360

Acquisitions of business 3 15 905

Sale/disposal -568

Translation difference 173

Closing balance accumulated cost at 31 December 33 389

Accumulated depreciations and impairment at 1 January 3 002

Depreciation charge 12 8 112

Depreciation charge discontinued operations 362

Sale/disposal 128

Closing balance accumulated depreciations and impairment 11 603

Closing net book amount at 31 December 21 785

Useful life 3-5 years

Depreciation plan Linear

Depreciation charge discontinued operations 1 239

Sale/disposal -4 366

Translation difference 1 211

Closing balance accumulated depreciations and impairment 13 688

Closing net book amount at 31 December 9 857

Useful life 3-5 years

Depreciation plan Linear

Spir Group ASA

Annual Report 2023

Accounting principles

Intangible assets acquired in business combinations

Acquired Intangible assets comprise capitalised development, customer contracts/

customer relations and trademarks. Assets acquired as a part of a business

combination are recognised at their fair value at the date of acquisition and are

subsequently amortised on a straight-line basis over their estimated useful lives.

Business combinations are further described in note 3.

Goodwill

Goodwill is recognised as the aggregate of the consideration transferred and the

amount of any non-controlling interest and deducted by the net of the acquisition-

date amounts of the identifiable assets acquired and the liabilities assumed.

Goodwill is not depreciated but is tested at least annually for impairment.

Accounting principles related to impairment testing are described in note 13.

Development cost

Expenses relating to research activities are recognised in the income statement

they incur. Expenses relating to development activities are capitalised to the

extent that the product or process is technically and commercially viable and the

Group has sufficient resources to complete the development work. Expenses that

are capitalised include the costs of materials, direct wage costs and a share of

the directly attributable common expenses. Capitalised development costs are

recognised at their cost minus accumulated amortisation and impairment losses.

Development costs are amortised on a straight-line basis over the estimated

useful life of the asset. Funds received from Forskningsrådet through Skattefunn

reduces development costs.

Note 18 - Intangible assets

Impairment

Intangible assets are reviewed for potential impairment if events or changes

in circumstances indicate that the carrying amount of an asset exceeds its

recoverable amount. The difference between the assets carrying amount and its

recoverable amount is recognised in the income statement as impairment.

Goodwill acquired in a business combination and intangible assets with

indefinite useful life is tested annually for impairment. Refer to note 13 for further

information.

Critical judgements and significant estimates

Development of the software that constitutes the core business of the Group is a

continuous process. The customers expect an up to date service and the software

is updated/changed on a regular basis. The useful life of a development project is

difficult to estimate and monitor. The estimated useful life for such development

projects is 5-10 years, and differs between the group companies. The estimates

that are made are based on, among other things, the length of the customer’s

contract and the competitive landscape.

For customer contracts/customer relations, an amortisation period of 10 years is

applied. This estimate is based on the length of the customer’s contract and low

observable churn rate.

The Group works continuously with improvements of technical platforms. This

work involves both maintenance, research and development. These activities are

integrated, and it can be challenging to separate them for accounting purposes.

Management have, to their best effort, assessed the projects and expenses that

qualify for capitalisation and the remaining part is expensed.

The impairment test of goodwill is largely based on judgements and significant

estimates. Refer to note 13 for further information.

Spir Group ASA

Annual Report 2023

Reconciliation of intangible assets

Year ended 31 December 2023

NOK 1000 Note Goodwill Development cost Customer contracts/relations Trademarks Total

Opening balance accumulated cost 1 045 892 345 813 412 266 184 657 1 988 626

Additions 96 580 96 580

Sale/disposal -32 904 -7 685 -9 551 -50 139

Translation difference 14 397 4 086 5 704 1 450 25 637

Closing balance accumulated cost 1 027 385 438 794 408 419 186 107 2 060 704

NOK 1000 Note Goodwill Development cost Customer contracts/relations Trademarks Total

Opening balance accumulated amortisation and impairment 79 723 61 117 1 516 142 358

Amortisation charge 12 59 572 33 529 509 93 610

Amortisation charge from discontinued operations 0

Sale/disposal -1 361 -479 -1 840

Translation differences 184 122 306

Closing balance accumulated amortisation and impairment 138 119 94 288 2 026 234 434

Closing net book amount 1 027 385 300 676 314 132 184 081 1 826 275

Useful life 5-10 years 10 years

10 years/

indefinite

Amortisation plan Linear Linear Linear

The closing carrying value of development cost as of 31 December 2023 comprise only completed development activities that are released and depreciated according to

plan in accordance with the products expected life cycle.

Note 18, continued

Spir Group ASA

Annual Report 2023

Note 18, continued

Reconciliation of intangible assets

Year ended 31 December 2022

NOK 1000 Note Goodwill Development cost Customer contracts/relations Trademarks Total

Opening balance accumulated cost 712 386 252 544 291 434 169 226 1 425 590

Additions 74 538 74 538

Acquisitions of business 3 380 360 52 622 157 181 44 465 634 629

Sale/disposal -50 962 -32 081 -38 047 -29 515 -150 605

Impaiment losses

-2 533 -2 533

Translation difference 4 108 723 1 698 480 7 009

Closing balance accumulated cost 1 045 892 345 813 412 266 184 657 1 988 626

NOK 1000 Note Goodwill Development cost Customer contracts/relations Trademarks Total

Opening balance accumulated amortisation and impairment 50 756 31 980 1 007 83 743

Amortisation charge 12 52 942 31 705 509 85 157

Amortisation charge from discontinued operations 5 707 5 707

Sale/disposal -23 962 -8 243 -32 205

Translation differences -13 -32 -45

Closing balance accumulated amortisation and impairment 79 723 61 117 1 516 142 358

Closing net book amount 1 045 892 266 090 351 148 183 141 1 846 267

Useful life 5-10 years 10 years

10 years/

indefinite

Amortisation plan Linear Linear Linear

1) Impairment losses of NOK 2.5 million were realized in Virdi AS. As Virdi now is integrated in the Boligmappa organization, and development resources are prioritizing a common future solution for property

owners, the existing Virdi technology has been abandoned, in order to focus on Boligmappa development. Virdi already reports into the Consumer segment, together with Boligmappa AS. In 2023, post closing of

the 2022 accounts, a merger of the two companies is underway.

The closing carrying value of capitalised development as of 31 December 2022 comprise only completed development activities that are released and depreciated

according to plan in accordance with the products expected life cycle.

Spir Group ASA

Annual Report 2023

Subsidiaries as of 31 December 2022

Company Country

Date of

acquisition

Consolidated

(Yes/No)

Registered

office

Ownership

Sikri AS Norway 01.03.2020 Yes Oslo 100%

PixEdit AB Sweden 01.05.2020 No

Hagfors 50%

Ambita AS Norway 03.05.2021 Yes Oslo 100%

Boligmappa AS Norway 03.05.2021 Yes Oslo 93.1%

Virdi AS Norway 03.05.2021 Yes Oslo 100%

Sikri Growth AS

Norway 01.09.2022 Yes Oslo

100%

4CastMedia AS Norway 03.05.2021 Yes Oslo

99.7%

Energiportalen AS Norway 03.05.2021 Yes Oslo

65%

Buildﬂow AS

Norway 01.07.2022 Yes Oslo

100%

Mahoom Norway 25.05.2022 No

Oslo

100%

Metria AB Sweden 01.04.2022 Yes Stockholm 100%

4CastGroup AS, Prognosesenteret AS og Prognosesenteret i Sverige AB was divested in november

2022. Spir Group retained ownership of 4CastMedia AS and Energiportalen AS and inceased

ownerhip share. As a part of the investment within PropTech Sikri Growth, 4CGrowth and Buildﬂow

are established as separate companies during 2022. Pixedit AS and Sureway AS is merged into Sikri AS

from 01.01.2022.

1) PixEdit AB is considered immaterial to the Group and is not consolidated. Book value of the shares in

PixEdit AB at 31 December 2022 is TNOK 60.4. Net result in PixEdit AB in 2022 was TSEK 56.3 and the

equity was TSEK 268.1.

2) Established in 2022.

3) The subsidiaries Sikri Growth, 4CastMedia AS, Energiprotalen AS and Buildﬂow are controlled by

Ambita AS with an ownership share of 100 %, 100 %, 65 % and 100 % respectively.

4) Mahoom AS is considered immaterial to the Group and is not consolidated. Book value of the shares

in Mahoom AS at 31 December 2022 is TNOK 75. Net result in Mahoom in 2022 was negative TNOK

322.3 and the equity was TNOK 172.4.

5) The subsidiary Mahoom are controlled by 4CastMedia AS with an ownership share of 100%.

Subsidiaries as of 31 December 2023

Company Country

Date of

acquisition

Consolidated

(Yes/No)

Registered

office

Ownership*

Sikri AS Norway 01.03.2020 Yes Oslo 100%

PixEdit AB Sweden 01.05.2020 No

Hagfors 50%

Ambita AS Norway 03.05.2021 Yes Oslo 100%

Boligmappa AS

Norway 03.05.2021 Yes Oslo 94,4 %

4CastMedia AS

Norway 03.05.2021 Yes Oslo 100%

Energiportalen AS Norway 03.05.2021 Yes Oslo 65%

Metria AB Sweden 01.04.2022 Yes Stockholm 100%

AIOT AS Norway 02.05.2023 No

Oslo 100%

Buildﬂow was used as a part of a capital increase in Unbolt AS

1) PixEdit AB is considered immaterial to the Group and is not consolidated. Book value of the shares in

PixEdit AB at 31 December 2023 is TNOK 60.4. Net result in PixEdit AB in 2023 was TSEK 21.7 and the

equity was TSEK 507.3.

2) Virdi AS was merged with Boligmappa AS with effect from 01.01.2023.

3) Sikri Growth AS and Mahoom were merged with 4CastMedia AS with effect from 01.01.2023.

4) AIOT AS is considered immaterial to the Group and is not consolidated. Book value of the shares in

AIOT AS at 31 December 2023 is TNOK 2 000. Net result in AOIT AS in 2023 was TNOK 449.8 and the

equity was TNOK 463.4.

Note 19 - Subsidiaries

Spir Group ASA

Annual Report 2023

Associates are all entities over which the Group has significant inﬂuence but not

control or joint control. This is generally the case where the Group holds between

20% and 50% of the voting rights. Investments in associates are accounted for

using the equity method of accounting.

Note 20 - Associates Note 21 - Leases

Associates as of 31 December 2022

Company Country Date of acquisition Registered office Ownership share

4CGrowth AS Norway 03.05.2021 Oslo 45.0%

Takstsentralen AS Norway 03.05.2021 Hagfors 29.6%

Simenergi AS Norway 03.05.2021 Oslo 21.6%

Associates as of 31 December 2023

Company Country Date of acquisition Registered office Ownership share

Unbolt AS Norway 03.05.2021 Oslo 43,1 %

Simenergi AS Norway 03.05.2021 Oslo 34,5 %

iVerdi AS Norway 03.05.2021 Oslo 25,9 %

Buildﬂow

Norway 01.10.2023 Oslo 43,1 %

Reduce Norway 03.05.2021 Oslo 43,1 %

1) Change from fully consolidated to consolidation by equity method in 2023 since this was used as a

non-cash contribution in Unbolt.

Accounting principles

Spir Group have leasing contracts on office space and office-/IT-equipment. Before

the divestmet of the Planning and Surveying business in Metria (ref. note 4) the

company also had leasing contracts in vehicles. Implicit interest has been used in

the calculations.

Recognition of leases and exemptions

At the lease commencement date, the Group recognises a lease liability and

corresponding right-of-use asset for all lease agreements in which it is the lessee,

except for the following exemptions applied:

• Short-term leases (defined as 12 months or less)

• Low value assets (with an underlying value of less than NOK 50 thousands)

For these leases, the Group recognises the lease payments as other operating

expenses in the statement of profit or loss on a systematic basis, usually on a

straight-line basis over the lease term.

Critical judgements and significant estimates

Important estimates and assessments regarding the length of the leases

When the lease’s length is determined, management takes into account all

available information that provides a financial incentive to use an extension

option, or to not use an option to terminate an agreement. Possibilities of

extending an agreement are only included in the lease’s length if it is reasonably

certain that the agreement will be extended.

Spir Group ASA

Annual Report 2023

Note 21, continued

The leasing period is reviewed if an option is used (or not used) or if the Group is

forced to use the option (or not use it). The assessment whether it is reasonably

certain is reviewed only if a significant event or changes in circumstances arise

that affect this assessment and the change is within the lessee’s control. During

the current financial year we have extended some of owr existing leasing contracts

on office space in Norway.

Description

The Group has several leasing contracts for rental of premises and other

underlying assets which are included in the calculation to the right.

Right-of-use assets

Year ended 31 December 2023

NOK 1000 Other assets Buildings Total

Opening balance accumulated cost 6 345 41 255 47 600

Adjustment 54 26 215 26 268

Additions 400 400

Derecognition 0

Divestment -3 737 -7 357 -11 094

Acquisitions of business 0

Depreciation charge -1 361 -20 687 -22 048

FX translation differences 166 1 280 1 446

Closing net book amount 1 467 41 105 42 571

Useful life 1 - 3 years 2 - 6 years

Depreciation plan Linear Linear

Right-of-use assets

Year ended 31 December 2022

NOK 1000 Other assets Buildings Total

Opening balance accumulated cost 400 36 066 36 466

Adjustment 35 -1 908 -1 873

Additions 4 609 728 5 337

Derecognition 0

Divestment -400 -10 223 -10 623

Acquisitions of business 4 538 36 284 40 822

Depreciation charge -2 802 -19 998 -22 800

FX translation differences -35 305 270

Closing net book amount 6 345 41 255 47 600

Useful life 1 - 3 years 2 - 6 years

Depreciation plan Linear Linear

Spir Group ASA

Annual Report 2023

Lease liabilities

Undiscounted lease liabilities and maturity of cash outﬂows

NOK 1000 2023 2022

Less than 1 year 18 959 26 658

1-2 years 7 477 19 111

2-3 years 5 671 3 629

3-4 years 5 671 1 274

4-5 years 5 671 201

More than 5 years 3 968

Total undiscounted lease liabilities at 31 December 47 415 50 873

Changes in lease liabilities

NOK 1000 Note 2023 2022

Balance at 1 January 48 389 37 246

Adjustment 26 268 -1 777

Business combinations 3 40 822

Additions 400 5 337

Derecognition -92

Divestment -10 987 -10 806

Lease payments -23 504 -24 893

Interest on the lease liability 14 2 945 2 328

FX translation differences 224

Total lease liabilities at 31 December 43 513 48 389

Current lease liabilities 17 544 25 069

Non-current lease liabilities 25 968 23 320

Total cash outﬂows for leases 23 504 24 893

Note 21, continued

Summary of other lease expenses recognised in profit or loss

NOK 1000 2023 2022

Variable lease payments expensed in the period 0 0

Operating expenses in the period related to short-term leases 0 0

Operating expenses in the period related to low value assets *) 15 315 15 974

Total lease expenses included in other operating expenses 15 315 15 974

* including long-term low value assets.

The leases do not contain any restrictions on the Group’s dividend policy or

financing. The Group does not have significant residual value guarantees related

to its leases to disclose.

Practical exemptions applied

The Group also rents office machines, IT equipment etc with typical lease terms

from 1 to 3 years. The Group has decided not to recognize leases where the

underlying asset has low value, and thus does not recognize lease obligations

and right-of-use assets for any of these leases. Instead, the rental payments are

expensed when they occur. The group also does not recognize lease obligations

and rights-of-use assets for short-term leases, as presented in the table above.

Options to extend a lease and purchase options

As of 31 December 2023, there are no significant future potential lease payments

that are not included in the lease obligations as a result of extension or purchase

options.

Spir Group ASA

Annual Report 2023

Note 22 - Financial instruments

Accounting principles

Financial assets are recognized at fair value when the Group becomes a party to

the terms of the financial asset. The financial assets in Spir Group includes cash

and cash equivalents, trade and other receivables and other investments such as

interest rate swap and smaller ownership stakes.

The subsequent measurement of the financial assets depends on which

category they have been classified into at inception: Financial investments at

amortised cost, at fair value through profit or loss, and at fair value through

other comprehensive income. The classification is based on an evaluation of the

contractual terms and the business model applied.

Short-term highly liquid investments with original maturity exceeding 3 months

are classified as current financial investments. Current financial investments are

primarily accounted for at amortised cost

Trade receivables are carried at the original invoice amount less a provision

for doubtful receivables which represent expected losses computed on a

probabilityweighted basis.

Financial assets are derecognised when rights to cash ﬂows and risks and rewards

of ownership are transferred through a sales transaction or the contractual rights

to the cash ﬂows expire, are redeemed, or cancelled.

Financial liabilities

Financial liabilities are initially recognised at fair value when Spir becomes a

party to the contractual provisions of the liability. The group classifies its financial

liabilities in the following categories: At fair value through profit or loss and

amortised cost. The classification is determined based on the contractual cash

ﬂow characteristic of the instrument and the business model the instrument is

held within.

Financial liabilities are presented as current if the liability is expected to be settled

within 12 months after the balance sheet date. Due to the short-term nature of

the current payables, their carrying amount is considered to be the same as their

fair value.

Financial liabilities are derecognised when the contractual obligations are settled,

or if they expire, are discharged or cancelled.

For the borrowings, the fair values are not materially different from their carrying

amounts, since the interest payable on those borrowings is close to current market

rates.

Derivative financial instruments

Spir Group uses derivative financial instruments to manage exposures to

ﬂuctuations in interest rates. Derivatives are carried as assets when the fair value

is positive and as liabilities when the fair value is negative. Derivative assets or

liabilities expected to be settled, or with the legal right to be settled more than

12 months after the balance sheet date, are classified as non-current.

Spir Group has two interest rate swaps which are recognized at fair value through

profit or loss (Refer to note 26).

Spir Group ASA

Annual Report 2023

Note 22, continued

Year ended 31 December 2023

NOK 1000 Note

Assets at fair

value through

profit/loss

Assets at

amortised cost

Total

Financial assets

Other investments 26,30 5 815 8 755 14 569

Trade receivables 23 111 194 111 194

Other receivables 23 6 473 6 473

Cash and cash equivalents 24 54 475 54 475

Total financial assets 5 815 180 897 186 712

NOK 1000 Note

Liabilities at fair

value through

profit/loss

Liabilities at

amortised cost

Total

Financial liabilities

Borrowings 26 661 769 661 769

Other financial liabilities 0

Trade and other payables 27 172 936 172 936

Lease liabilities 21 43 513 43 513

Total financial liabilities 0 878 218 878 218

Year ended 31 December 2022

NOK 1000 Note

Assets at fair

value through

profit/loss

Assets at

amortised cost

Total

Financial assets

Other investments 26,30 3 194 12 638 15 832

Trade receivables 23 128 326 128 326

Other receivables 23 47 945 47 945

Cash and cash equivalents 24 50 905 50 905

Total financial assets 3 194 239 814 243 007

NOK 1000 Note

Liabilities at fair

value through

profit/loss

Liabilities at

amortised cost

Total

Financial liabilities

Borrowings 26 758 270 758 270

Other financial liabilities 0 0

Trade and other payables 27 172 226 172 226

Lease liabilities 21 48 389 48 389

Total financial liabilities 0 978 885 978 885

Categories of financial instruments in the balance sheet

Spir Group ASA

Annual Report 2023

Note 23 - Trade and other receivables

Accounting principles

Trade receivables are amounts due from customers for services performed in the

ordinary course of business. They are generally due for settlement within 30 days

and are therefore all classified as current.

Due to the short-term nature of the current receivables, their carrying amount is

considered to be the same as their fair value.

Impairment and risk exposure

The Group applies the IFRS 9 simplified approach to measuring expected credit

losses using a lifetime expected credit loss provision for trade receivables and

contract assets. To measure expected credit losses on a collective basis, trade

receivables and contract assets are grouped based on similar credit risk and aging.

The contract assets have similar risk characteristics to the trade receivables for

similar types of contracts.

The expected loss rates are based on the Group’s historical credit losses

experienced over the three year period prior to the period end. The historical

loss rates are then adjusted for current and forward-looking information on

macroeconomic factors affecting the Group’s customers.

The provision for impairment of trade receivables is TNOK 2,478 at 31 December

2023 ( TNOK 3,015 at 31 December 2022). The credit loss of the Group recognised

in 2023 was TNOK 415 (2022: TNOK 651). Actual and expected credit losses

on trade receivables are classified as other operating expense in the income

statement.

Specification of trade and other receivables

NOK 1000 Note 31.12.23 31.12.22

Trade receivables 111 194 128 326

Prepaid expenses 24 574 28 273

Other short-term receivables 6 473 47 945

Total trade and other receivables 142 241 204 544

Specification of trade receivables

NOK 1000 Note 31.12.23 31.12.22

Trade receivables related to revenue

from contracts with customers

113 572 131 431

Trade receivables from related parties 29 101 39

Total trade receivables (gross) 113 673 131 470

Allowance for expected credit losses -2 478 -3 105

Total trade receivables (net) 111 194 128 365

Change in the provision for impairment of trade receivables

NOK 1000 31.12.23 31.12.22

Provision at 1 January -3 105 -1 769

Provisions in companies acquired in business combinations -228

This years provision for trade receivables impairment 627 -1 108

Trade receivables written off during the year as uncollectible

Unused amount reversed

Provision at 31 December -2 478 -3 105

Spir Group ASA

Annual Report 2023

Note 23, continued Note 24 - Cash and cash equivalents

Specification

NOK 1000 Note 31.12.23 31.12.22

Cash and cash equivalents 54 475 50 905

Restricted cash -9 794 -9 049

Free available cash 44 681 41 856

Available credit facility 1) 26 70 000 40 000

Liquidity reserve 114 681 81 856

1) Includes revolving facility of MNOK 20.

Liquidity reserve is a useful measure as it provides information of the Group’s

financing capabilities.

Specification of restricted cash

NOK 1000 31.12.23 31.12.22

Guarantees for leases and credit from suppliers 0

Taxes withheld -9 792 -9 046

Other restricted cash -2 -2

Total restricted cash -9 794 -9 049

The Group has implemented a Global Cash Pool that includes the operating

accounts of the group companies. The subsidiaries have the same interests as the

parent company has with the bank. The subsidiaries included in this arrangement

is Sikri AS, Ambita AS, Boligmappa AS, 4CastMedia, Sikri Growth and Metria AB.

At 31 December the aging og the company’s trade receivables (gross)

was as follows:

NOK 1000 Total Not due <30 days

30-90

days

>90 days

2023 113 668 87 209 25 742 1 142 -425

2022 131 431 112 989 16 277 2 228 -63

100

Spir Group ASA

Annual Report 2023

Spir Group ASA has only one class of shares and all shares have the same voting

rights. The holders of shares are entitled to receive dividends as and when

declared, and are entitled to one vote per share at general meetings of the

Company.

Dividend distribution to the company’s shareholders is recognised as a liability in

the Group’s financial statements in the period in which the dividends are approved

by the company’s shareholders.

At 31 December 2023

NOK 1000 Number of shares Nominal amount Book value

Ordinary shares 130 050 352 0.02 2 601 007

Total 130 050 352 0.02 2 601 007

Spir Group ASA holds 2,075 of its own shares at 31 December 2023.

Change in number of shares

NOK 1000 2023 2022

Number of shares at 1 January 127 442 977 18 908 920

Share splitt in the period (nominal amount reduced from 0.1 to 0.02) 75 635 680

Share issue in the period 2 607 375 32 898 377

Share issue in the period, not registered with the business register

Number of shares at 31 December 130 050 352 127 442 977

Dividend distribution

No dividend is proposed related to the 2023 annual accounts.

Ownership structure

Specification of the largest shareholders as of 31 December 2023:

NOK 1000

Number of

% of shares

Karbon Invest AS ¹ 44 464 295 34%

Carucel Finance AS 15 604 794 12%

Stella Industrier AS 15 095 825 12%

Varner Kapital AS 12 853 156 10%

State Street Bank and Trust Comp 5 090 960 4%

Verdipapirfondet DNB SMB 3 344 610 3%

JPMorgan Chase Bank, N.A., London 2 619 399 2%

Barney Invest AS ² 1 733 102 1%

JPMorgan Chase Bank, N.A., London 1 681 640 1%

Carnegie Investment Bank AB 1 663 341 1%

Skandinaviska Enskilda Banken AB 1 308 185 1%

Total 105 459 307 81%

Others (ownership < 1 %) 24 591 045 19%

Total number of shares 130 050 352 100%

1) Karbon Invest AS is controlled by board member Jens Rugseth

2) Barney Invest AS is owned by chairman Rolv Erik Ryssdal

Note 25 - Share capital, shareholder information and dividend

101

Spir Group ASA

Annual Report 2023

Accounting principles

Reference is made to note 22 Financial instruments for description of accounting

principles.

Sellers credit - Ambita acquisition

Following the share purchase agreement for the acquisition of Ambita in 2021 it

was agreed that MNOK 50.0 of the purchase price should be settled by the parties

entering a seller’s credit agreement. The seller’s credit carried an interest of 3,0 per

cent per annum and was paid 28. april 2022. The paid interest amount was MNOK

1.5.

Liabilities related to the Sureway/Whatif acquisition

The Group had a liability to the former shareholders of Sureway/Whatif. A

seller’scredit was given in connection with the acquisition of the companies. The

seller’s credit following the Sureway/Whatif acquisition was MNOK 9.7 on 31

December 2022. The liability fell due and was paid October 2023 and was subject

to an interest of 5 % p.a.

Liabilities to credit institutions

In 2022, the Group obtained a loan facility totalling MNOK 905. The amount of

facility C and facility D is changed during 2023. The loan is distributed between 4

facilities as described below on the following page.

Note 26 - Borrowings and securities/pledges

Description

Year ended 31 December 2023

NOK 1000 Current Non-current Total

Secured

Bank borrowings 118 778 542 992 661 769

Total secured borrowings 118 778 542 992 661 769

Unsecured

Sellers' Credit - Sureway/Whatif acquisition

Total unsecured borrowings 0 0 o

Total borrowings 118 778 542 992 661 769

Year ended 31 December 2022

NOK 1000 Current Non-current Total

Secured

Bank borrowings 118 778 629 791 748 569

Total secured borrowings 118 778 629 791 748 569

Unsecured

Sellers' Credit - Sureway/Whatif acquisition 9 701 9 701

Total unsecured borrowings 9 701 0 9 701

Total borrowings 128 479 629 791 758 270

102

Spir Group ASA

Annual Report 2023

Information about bank borrowings in Nordea Bank, Norway

Facility Original amount

Amount

31.12.2023

Currency

Nominal

interest rate

Maturity

date

Facility A - Term loan bullet 405 000 000 370 000 000 NOK Nibor+2.50% 30.04.2027

Facility B - Term loan amortising

400 000 000 266 833 333 NOK Nibor+2.25% 30.04.2026

Facility C - Overdraft 50 000 000 50 000 000 NOK

3 3

Facility D - Revolving facility 50 000 000 50 000 000 NOK

4 4

1) The basis for the nominal interest rates is NIBOR (3 months) if not otherwise stated.

2) The loan is repaid over 10 equal semi-annual instalments NOK 44.388.389. The instalment was pad

on 3. april 2023 and 3. oktober 2023.

3) Facility C is an overdraft facility of MNOK 50.0 that is to be renewed yearly and with the first rene-

wal on 1 April 2024. The nominal interest rate is NIBOR (7 days) + 2,25 per cent and a commission of

0,25 per cent of the limit per quarter. The facility has not been utilised as of 31 December 2023.

4) Facility D is a revolving facility of MNOK 50.0 at a nominal interest rate of Nibor+2.25 per cent and a

commitment fee of 35 per cent of the margin on unutilised amounts. During a period of 12 months Faci-

lity D shall be fully repaid for a minimum of 5 banking days. The period between each fully repayment

cannot be shorter than 3 months or longer than 15 months. The facility has been utilised by MNOK 30

as of 31 December 2023.

Security, terms and covenants - bank borrowings in Nordea Bank

In order to enter into and maintain the Nordea Bank loan facilities

described above, Spir Group ASA (consolidated) is obliged to have a

ratio between net interest-bearing debt (NIBD) and earnings before

interest, taxes, depreciation and amortisation ( EBITDA) of less or

equal to 4.25 up to and including 30.06.2023, less or equal to 4 on

30.09.2023 and 31.12.2023, 3.75 on 31.03.2024 and 30.06.2024, 3.5

on 30.09.2024 and 31.12.2024 and 3.25 on 31.03.2025 and each

following quarter thereafter. For the purpose of calculation of the

ratios above, EBITDA should be the pro forma last twelve months

(LTM) EBITDA adjusted for non-recurring items. The adjustments

can not exceed 10 % of pre-adjusted EBITDA. Furthermore, the

Group must also report CAPEX equal to or less than MNOK 95 for

financial reporting year 2022, equal or less than MNOK 105 for 2023,

equal or less than MNOK 115 for 2024, equal or less than MNOK 120

for 2025 and equal or less than MNOK 125 for 2026.

As long as the Nordea Bank loan is not fully repaid and the ratio

described above (NIBD/EDITDA) is above 2, the Group cannot

pay dividends, pay group contributions, repay subordinated

loans or similar transactions without written consent of the bank.

Furthermore, such transactions cannot take place until the Bridge

Facility has been repaid in full, which took place during 2022.

The Group cannot enter into other loan agreements, except for

1) subordinated sellers’ credit in acquisition of business, for up to

40% of purchase price, and up to an aggregate of MNOK 75 for

the Group at any time and 2) inter-group loan agreements up to

aggregate MNOK 75 for the Group at any time.

The Group has complied with the financial covenants of its

borrowing facilities during the 2023 reporting period.

Note 26, continued

Nordea Bank has first priority pledge over all issued shares in the current Material

Subsidiaries Sikri AS, Ambita AS, Metria AB and any other Material Subsidiary, as

well as first priority pledge on Intellectual Property Rights in Metria AB and first

priority pledge over the following assets:

NOK 1000

Carrying value

31.12.2023

Bank accounts 54 475

Trade receivables in Sikri AS and Ambita AS 56 464

Equipment and fixtures in Sikri AS and Ambita AS 3 464

103

Spir Group ASA

Annual Report 2023

Interest rate swaps

As of 31. December 2023, Spir Group has two interest rate swaps. Thare are no

margin calls related to the interest swaps.

Interest rate swaps are recorded at fair value through profit and loss. A loss of

tNOK 82 for 2023 related to hedging of interest is included in the finance income/

expence.

Fixed interest rate agreements

Amount

(MNOK)

Maturity date Interest rate

Nordea 243 03.05.2032 3,24%

Nordea 162 03.11.2028 3,25%

Note 26, continued

Reconciliation of changes in financial liabilities arising from financing activities

NOK 1000 Note Borrowings

Lease

liabilities

Total

Opening balance 1 January 2022 540 673 37 247 577 920

Changes from financing cash ﬂows

Repayment of borrowings 21,26 -478 389 -22 565 -500 954

Proceed from borrowings 26 694 408 694 408

Total changes from financing cash ﬂows 216 019 -22 565 193 454

Non-cash changes

Acquired in business combinations 3 40 822 40 822

Divestement -10 806 -10 806

New lease liabilities 21 5 337 5 337

Currency and other changes 1 578 -1 647 -69

Total non-cash changes 1 578 33 707 35 285

Closing balance at 31 December 2022 758 270 48 389 806 659

Opening balance 1 January 2023 758 270 48 389 806 659

Changes from financing cash ﬂows

Repayment of borrowings 21,26 -128 478 -20 558 -149 037

Proceed from borrowings 26 30 000 30 000

Total changes from financing cash ﬂows -98 478 -20 558 -119 037

Non-cash changes

Acquired in business combinations 3 -10 987 -10 987

Divestment 400 400

New lease liabilities 21 26 269 28 247

Currency and other changes 1 978 15 683 17 661

Total non-cash changes 1 978 33 707

Closing balance at 31 December 2023 661 769 43 513 705 283

104

Spir Group ASA

Annual Report 2023

Specification of trade and other payables

NOK 1000 31.12.23 31.12.22

Trade payables 60 595 63 048

Payroll tax and other statutory liabilities 44 740 39 650

Accrued salary and vacation pay 42 433 40 348

Accrued expenses 9 763 1 693

Other current payables 60 145 67 138

Total - trade and other payables 217 676 211 876

Trade payables are non-interest bearing and are normally settled on 30-day terms.

Note 27 - Trade and other payables

Note 28 - Financial risk management

The Group is exposed to risks from its use of financial instruments, including

credit risk, liquidity risk and market risk. This note presents information about the

Group’s exposure to each of the above mentioned risks, and the Group’s objectives,

policies and processes for managing such risks. At the end of this note, information

regarding the Group’s capital management is provided.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a

financial instrument (see note 22) or customer contract (see note 6), leading to

a financial loss. The Group is exposed to credit risk from its operating activities

(primarily trade receivables) and from its financing activities, including deposits

with banks, debt instruments and account receivables.

Approximately 40% of Group’s revenue is generated from customers within the

public sector where by the risk related to these trade receivables is nearly non-

existent. The majority of the last 60 % are within the private sector, in which

exposure is limited by using credit ratings and risk assesments upon engaging in

assignments. The Group also has a small portion of sales to private individuals

which pays upfront. All receivables are monitored closely, and any overdue

receivables are followed up. The credit loss of the Group recognised in 2023 was

TNOK 415 (2022: TNOK 651).

Although the losses have been minimal, the Group has in place procedures for

credit rating and risk evaluation of new customers, and a monthly process for

follow up of overdue receivables. Invoices are issued periodically, for some yearly

subscriptions on a yearly basis, for most other services on a monthly basis. Invoices

are generally payable within 30 days.

Also refer to note 23 - Trade and other receivables.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the

finance charges and principal repayments on its debt instruments. It is the risk

that the Group will encounter difficulty in meeting its financial obligations as they

fall due. The Group’s policy is to ensure that it will always have sufficient cash to

allow it to meet its liabilities when they become due as well as beeing able to take

advantage of acquisition opportunities.

Management of liquidity risk is performed at Group level, where the Finance

department monitors liquidity ﬂows in short-term and long-term reporting.

The liquidity reserve, presented in note 24, is a useful measure as it provides

information of the Group’s financing capabilities. The liquidity reserve at 31

December 2023 is MNOK 116.3. The maturity profile of the Group’s financial

liabilities are shown in note 22 - Financial instruments. The liquidity risk of the

Group is considered to be low.

105

Spir Group ASA

Annual Report 2023

Note 28, continued

Maturity profile of the Group’s financial liabilities - undiscounted contractual cash ﬂows

Year ended 31 December 2023

NOK 1000

Less than

1 year

1-3 years 3-5 years

Over 5

years

Total

contractual

cash ﬂows

Borrowings 118 778 177 556 370 000 666 333

Other financial liabilities 0

Trade and other payables 172 936 172 936

Lease liabilities 18 959 13 147 11 341 3 968 47 415

Total financial liabilities 310 673 190 703 381 341 3 968 886 685

Year ended 31 December 2022

NOK 1000

Less than

1 year

1-3 years 3-5 years

Over 5

years

Total

contractual

cash ﬂows

Borrowings 128 479 177 556 458 778 764 812

Other financial liabilities 0

Trade and other payables 172 226 172 226

Lease liabilities 26 658 22 740 1 475 50 873

Total financial liabilities 327 363 200 296 460 252 0 987 911

Market risk

Market risk is the risk that the future cash ﬂows will ﬂuctuate because of changes

in market prices. Market risk includes interest risk and currency risk. Financial

instruments affected by market risk include borrowings, deposits and debt.

Foreign currency risk

The foreign currency risk is insignificant to the Group as the turnover and

monetary items / costs are mainly nominated in the same currencies (NOK or

SEK) and thus have a natural hedge. More than 60% percent of the revenue of the

Group in 2022 was nominated in NOK. Measures to reduce currency risk are so far

not considered necessary but will be reassessed if the currency risk increases.

Interest rate risk

Interest rate changes have only a marginal direct effect on consolidated operating

income and cash ﬂows from operating activities. The Group’s interest rate risk is

related to ﬂoating interest rates on bank accounts and bank loans. A share of the

debt is sequred by an interest rate swap. The table below shows how an increase/

decrease of the interest rate on the Companys’ term loans would have affected

profit before income tax in 2023. The Group does not have fixed-rate deposits or

debt and is therefore not exposed to fair value interest rate risk. Also refer to note

26 - Borrowings.

Interest rate risk sensitivity analysis

NOK 1000

Impact on profit

before income tax

in 2023

Interest rates (NIBOR) - increase by 100 basis points 5 873

Interest rates (NIBOR) - decrease by 100 basis points -5 873

106

Spir Group ASA

Annual Report 2023

Accounting principles

Description

The Group companies have entered into transactions with related parties. The

transactions are summarised below. Sales to and purchases from related parties

are made on normal market terms and conditions and at market prices. There are

no commitments or contingencies on behalf of related parties.

The Group companies have entered into the following transaction with related

parties who are not members of the group:

Year ended 31 December 2023

NOK 1000

Related party

Sale of products

and services to

Purchase of products

and services from

Balance

owed from

Balance

owed to

Crayon 419 31 347 101 2 024

Techstep 170 14

Link Mobility 321

Year ended 31 December 2022

NOK 1000

Related party

Sale of products

and services to

Purchase of products

and services from

Balance

owed from

Balance

owed to

Crayon 1 142 20 286 39 356

Techstep 107

Link Mobility 129

The companies listed above are related parties as a result of key management

personnel of the Group also being members of key management personnel of

these companies. Compensation and benefits to the management are described

in the remuneration report and note 8.

Other related parties

In 2023 Sikri AS sold products and services to subsidiary PixEdit AB (not

consolidated), with the amount of TNOK 1.261 (2022: TNOK 1.246). The balance

owed from PixEdit AB at 31 December 2023 is TNOK 0 (31.12.2022: TNOK 1.186).

Note 28, continued Note 29 - Related parties

Capital management

The primary focus of the Group’s capital structure is to assure sufficient free

liquidity in the form of cash and cash equivalents along with bank overdraft

facilities to ensure that the Group can continually service its obligations and at

the same time be able to make strategic acqusitions. In addition, the Group seeks

to maintain an optimal capital structure to reduce the cost of capital. The Group

makes sure to be within the covenants of its borowings at any time (see note 26 -

Borrowings).

The Group’s capital consists of net interest-bearing debt (NIBD) and equity and

is being monitored through net interest bearing debt (NIBD), the NIBD/EBITDA

ratio, the interest cover ratio (EBITDA/Net financial expenses), and the equity ratio

(equity/total assets).

The key figures in the table below are not comparable to the covenants described

in note 26 – Borrowings. The key figures below are based on the actual reported

numbers and the covenants described in note 26 are based on pro forma last

twelve months EBITDA adjusted for non-recurring items.

NOK 1000 Note 2023 2022

Non-current interest-bearing borrowings 26 542 992 629 791

Current interest-bearing borrowings 26 118 778 128 479

Lease liabilities 21 43 513 48 389

Less: free available cash and cash equivalents 24 54 475 50 905

Net interest bearing debt (NIBD) 650 807 755 755

Total equity 1 062 414 1 036 665

Total assets 2 117 227 2 210 586

EBITDA (unadjusted, actual) 169 431 136 296

Net financial expenses 54 765 49 149

Key figures

NIBD/EBITDA 3,8 5,5

Interest cover ratio (EBITDA/Net financial expenses) 3,1 2,8

Equity ratio (Total equity/Total assets) 50% 47%

107

Spir Group ASA

Annual Report 2023

Note 30 - Other investments

Specifications

NOK 1000 Note 31.12.23 31.12.22

Investment in assosiates 20 22 838 14 345

Financial assets at fair value 22 5 815 3 194

Financial assets at amortised cost 22 8 755 12 638

Prepaid pension contributions 838 405

Total 38 246 30 582

Specification of financial assets at fair value

NOK 1000 Note Ownership share 31.12.23 31.12.22

Supertakst AS 22 10% 2 530 2 530

AIOT AS 22 100% 2 150

Mahoom AS 22 100% 75

Pixedit AB 22 100% 60 60

Other investments 22 < 10 % 56 528

Interest rate swap 22,26 1 018

Specifications of investments in associates

NOK 1000 Note Ownership share 31.12.23 31.12.22

Unbolt AS 43,1 % 11 697 10 700

iVerdi AS 25,9 % 1 500

Buildﬂow 43,1 % 4 722

Reduce 43,1 % -171

Takstsentralen AS 0,0 % 1 801

Simenergi AS 34,5 % 5 089 1 844

Total 22 838 14 345

Total 5 815 3 194

Specification of financial assets at amortised cost

NOK 1000 Note 31.12.23 31.12.22

Deposits 22 3 875 3 844

Loan to associates 22 756

Loan to affiliated companies 22 4 123 8 794

Total 8 755 12 638

Accounting principles

Other investments comprise non-current receivables at amortized cost, loan to

associates, investment in non-listed equity instruments at fair value through profit

or loss, investments in other financial instruments (funds) at fair value through

profit and loss, investments in assosiates accounted by the equity method and

pension assets in the form of prepaid pension contributions.

108

Spir Group ASA

Annual Report 2023

There were no subsequent events.

Note 31 - Events after the balance sheet date

109

Spir Group ASA

Annual Report 2023

Spir Group ASA

15.7

Alternative

performance measures

The Group’s financial information in this report is prepared under International Financial Reporting

Standards (IFRS), as adopted by the EU. To enhance the understanding of the Group’s performance, the

Company has presented a number of alternative performance measures (APMs) that are regularly

reviewed by management. An APM is defined by ESMA guidelines as a financial measure of historical or

future financial performance, financial position, or cash ﬂows, other than a financial measure defined or

specified in the relevant financial reporting framework (IFRS).

Annual recurring revenue (ARR) is defined as recurring revenue of the reporting period’s last month,

annualized. For the Group, recurring revenue used in ARR calculation is defined as revenue from time-limited

contracts where the purchase is recurring in nature; software subcriptions and related maintenance contracts,

data and analysis subscriptions and other recurring time-limited agreements.

Gross profit is calculated as operating revenue less cost of services provided.

EBIT: Earnings before interest expense, other financial items and income taxes.

EBITDA: Earnings before interest expense, other financial items, income tax and depreciations and

amortization.

EBITDA before other income and other expenses (Adjusted EBITDA) is defined as EBITDA adjusted for

costs of a nonrecurring nature. Such non-recurring costs include, but are not limited to; integration costs,

restructuring costs, acquisition costs, one-time advisory costs and other non-recurring costs. This measure is

useful to users of the Group’s financial information in evaluating underlying operating profitability.

The adjusted EBITDA margin presented is defined as EBITDA before other income and other expenses divided

by total revenues.

Net Interest Bearing Debt (NIBD) is non-current interest-bearing debt plus current interest-bearing liabilities

less cash and cash equivalents.

Alternative performance measure

110

Spir Group ASA

Annual Report 2023

Reconciliation of alternative performance measures

NOK 1000 31.12.23 31.12.22

Revenue 1 056 716 929 841

(-) Cost of providing services 415 266 381 953

Gross Profit 641 450 547 888

NOK 1000 31.12.23 31.12.22

Operating profit 50 210 16 917

(+) Depreciation and amortisation 119 221 107 759

(+) Impairment losses 2 533

EBITDA 169 431 127 209

Revenue 1 056 716 929 841

EBITDA 169 431 127 209

EBITDA % (EBITDA / Revenue) 16% 14%

NOK 1000 31.12.23 31.12.22

EBITDA 169 431 127 209

(+) Other income and expenses 19 598 39 112

Adjusted EBITDA 189 029 166 321

Revenue 1 056 716 929 841

Adjusted EBITDA 189 029 166 321

Adjusted EBITDA % (Adjusted EBITDA / Revenue) 18% 18%

Alternative performance measures, continued

NOK 1000 31.12.23 31.12.22

Interest-bearing debt 661 769 758 270

(+) Lease liabilities 43 513 48 389

(+) Cash and cash equivalents 54 475 50 905

NIBD 650 807 755 755

Specification of other income and expenses

NOK 1000 31.12.23 31.12.22

Listing costs (Oslo Børs) 7 014

Acquisition costs 16 704

Other M&A and integration costs 6 163 12 782

Restructuring 12 999

Divestment 436 2 063

One-time advisory costs 549

Total other income (-) and expenses (+) 19 598 39 112

111

Spir Group ASA

Annual Report 2023

16 Spir Group ASA financial statements

16.1

Revenue statement Spir Group ASA 112

16.2

Balance sheet Spir Group ASA 113

16.3

Changes in shareholders’ equity Spir Group ASA 115

16.4

Cash ﬂow statement Spir Group ASA 116

16.5

Notes 117

112Annual Report 2023

Spir Group ASA

16.1

Revenue statement

Spir Group ASA

NOK 1000 Note 2023 2022

Operating income and operating expenses

Revenue 1 24 332 18 684

Total income

24 332

18 684

Employee benefits expense 2 31 504

Depreciation and amortisation expenses 3 39 21 273

Other expenses 4 17 036 25 046

Total expenses 48 580 46 319

Operating profit -24 247 -27 635

Financial income and expenses

Finance income 5 60 422 79 005

Finance expense 5 74 580 48 717

Net financial items -14 158 30 288

Net profit before tax -38 406 2 652

Income tax expense 6 -171 1 295

Net profit after tax -38 235 1 357

Net profit or loss -38 235 1 357

Attributable to

Other equity 0 1 357

Transferred from other equity -38 235 0

Total -38 235 1 357

113Annual Report 2023

Spir Group ASA

16.2

Balance sheet

Spir Group ASA

NOK 1000 Note 2023 2022

Assets

Non-current assets

Intangible assets

Equipment and other movables 3 219 0

Total intangible assets 219 0

Non-current financial assets

Investments in subsidiaries 7 1 823 670 1 830 382

Loan to group companies 8 50 000 70 000

Other long-term receivables 2 3 272 0

Total non-current financial assets 1 876 943 1 900 382

Total non-current assets 1 877 162 1 900 382

Current assets

Debtors

Other short-term receivables 8 3 187 3 637

Receivables from group companies 8 92 357 99 520

Total receivables 95 544 103 157

Cash and cash equivalents 9 45 145 28 084

Total current assets 140 689 131 241

Total assets 2 017 852 2 031 623

Equity and liabilities

Equity

Paid-in capital

Share capital 10 2 601 2 549

Share capital, not registered 0 0

Share premium reserve 1 016 895 1 005 748

Total paid-up equity 1 019 496 1 008 297

Retained earnings

Other equity -16 247 18 038

Total retained earnings -16 247 18 038

Total equity 1 003 249 1 026 335

114Annual Report 2023

Spir Group ASA

16.2

Balance sheet

Spir Group ASA

Continued

NOK 1000 Note 2023 2022

Liabilities

Provisions

Deferred tax 6 1 123 1 295

Total provisions 1 123 1 295

Other non-current liabilities 0

Liabilities to financial institutions 11 661 623 748 569

Total non-current liabilities 661 623 748 569

Current liabilities

Trade payables 8 2 562 6 858

Public duties payable 2 025 1 004

Liabilities to group companies 8 330 068 223 896

Other current liabilities 8 17 198 23 667

Total current liabilities 351 855 255 425

Total liabilities 1 014 603 1 005 289

Total equity and liabilities 2 017 852 2 031 623

Martine Dragset

Board Member

Oslo,

29 April 2024

Sigrun Syverud

Board Member

Preben Rasch-Olsen

Board Member

Rolv Erik Ryssdal

Chairperson

Per Haakon Lomsdalen

CEO

Jens Rugseth

Board Member

Sign. Sign.

Sign. Sign. Sign. Sign.

115Annual Report 2023

Spir Group ASA

16.3

Changes in

shareholders’ equity

Spir Group ASA

NOK 1000

Share capital

premium

Share capital,

not registered Other equity Total equity

Equity 1 January 2023 2 548 1 005 748 18 037 1 026 334

Capital increase 52 11 147 11 199

Share-based payments 3 950 3 950

Result for the year -38 235 -38 235

Equity 31 December 2023 2 601 1 016 895 0 -16 247 1 003 249

NOK 1000

Share capital

premium

Share capital,

not registered Other equity Total equity

Equity 1 January 2022 1 880 683 396 9 611 8 176 703 063

Capital increase 668 322 352 323 021

Capital increase, not registered -9 611 -9 611

Share-based payments 8 505 8 505

Result for the year 1 357 1 357

Equity 31 December 2022 2 549 1 005 748 0 18 038 1 026 335

116Annual Report 2023

Spir Group ASA

16.4

Cash ﬂow statement

Spir Group ASA

NOK 1000 Note 2023 2022

Cash ﬂows from operating activities

Profit (loss) before income tax -82 008 2 652

Taxation paid 0 0

Depreciation and amortization 39 0

Share-based payment expense 1 662 1 891

Change in trade receivable -3 974 -1 946

Change in trade payable -4 294 6 577

Change in other liabilities and receivables 17 601 -70 503

Net cash ﬂow from operating activities -70 975 -61 329

Cash ﬂows from investment activities

Proceeds from sale of shares and participations in other companies -258

Payments for acquisition of subsidiaries 0 -694 068

Proceeds from other investments 20 000 37 000

Net cash ﬂows from investment activities 19 742 -657 068

Cash ﬂows from financing activities

Proceeds from issuance of new long-term liabilities 30 000 699 500

Proceeds from issuance of equity 7 999 312 411

Repayments of liabilities -128 478 -478 389

Proceeds from Group contributions 52 602

Net cash ﬂows from financing activites -37 876 533 522

Change in group account 106 171 164 566

Net increase (decrease) in cash and cash equivalents

17 061 -20 309

Cash and cash equivalents 1. January 28 083 48 393

Effect of exchange rate changes on cash and cash equivalents 0 0

Cash and cash equivalents 31. December 45 145 28 084

117Annual Report 2023

Spir Group ASA

16.5

Notes

General information and summary of significant accounting principles

Corporate information

Spir Group ASA is a publicy listed company on Euronext Oslo Børs, with the ticker symbol SPIR. Spir Group ASA

was admitted to trading on Euronext Oslo Børs on 7. July 2022. Spir Group ASA is incorporated and domiciled in

Norway. The Company’s principal offices are located at Dronning Mauds gate 10, 0250 Oslo, Norway.

The Company’s financial statements for the year ended 31 December 2023 were authorized for issue in

accordance with a resolution of the Board of Directors on 29 April 2024.

Spir Group ASA has been granted exemption from the Norwegian Tax Authority to publish its Annual Report in

English only.

The Company, as used in these financial statements, is the Parent Company under the Consolidated Financial

Statements also included in this Annual Report.

Basis of preparation

The Company’s financial statements have been prepared in accordance with Norwegian Accounting Act and

generally accepted accounting principles (NGAAP). The functional and presentation currency of the parents

company is Norwegian krone (NOK).

Going Concern

The annual accounts have been prepared based on the going concern assumption in accordance with section

3-3a of the Norwegian Accounting Act. This is based on the Group’s plans, budgets and level of activity going

forward.

Use of estimates

The preparation of annual accounts in accordance with the Accounting Act requires the use of estimates. It also

requires Group management to exercise judgment in applying the Group’s accounting policies. Areas which to a

large extent contain such subjective evaluations, a high degree of complexity, or areas where the assumptions

and estimates are material for the annual accounts, are described in the notes.

118

Spir Group ASA

Annual Report 2023

Tax

The tax charge in the profit and loss account consists of tax payable for the period

and the change in deferred tax. Deferred tax is calculated at the tax rate at 22 %

on the basis of tax-reducing and tax- increasing temporary differences that exist

between accounting and tax values, and the tax loss carried forward at the end

of the accounting year. Tax-increasing and tax-reducing temporary differences

that reverse or may reverse in the same period are set off and entered net. The net

deferred tax receivable is entered on the balance sheet to the extent that it is likely

that it can be utilised.

Classification and valuation of fixed assets

Fixed assets consist of assets intended for long-term ownership and use. Fixed

assets are valued at acquisition cost less depreciation and write-downs. Long-term

liabilities are entered on the balance sheet at the nominal amount at the time of

the transaction.

Classification and valuation of current assets

Current assets and short-term liabilities consist normally of items that fall due

for payment within one year of the balance sheet date, as well as items related

to the stock cycle. Current assets are valued at the lower of acquisition cost and

fair value. Short-term liabilities are entered on the balance sheet at the nominal

amount at the time of the transaction

Subsidiaries and associated companies

Subsidiaries and associated companies are valued using the cost method in the

company accounts. The investment is valued at acquisition cost for the shares unless

a write-down has been necessary. A write-down to fair value is made when a fall in

value is due to reasons that cannot be expected to be temporary and such write-

down must be considered as necessary in accordance with good accounting practice.

Write-downs are reversed when the basis for the write-down is no longer present.

Dividends, group contributions and other distributions from subsidiaries are posted

to income in the same year as provided for in the distributor’s accounts. To the

extent that dividends/ group contributions exceed the share of profits earned after

the date of acquisition, the excess amounts represents a repayment of invested

capital, and distributions are deducted from the investment’s value in the balance

sheet of the parent company.

Receivables

Receivables from customers and other receivables are entered at par value after

deducting a provision for expected losses. The provision for losses is made on

the basis of an individual assessment of the respective receivables. In addition

an unspecified provision is made to cover expected losses on claims in respect of

customer receivables.

Revenue

Income from sales of services are recognized at fair value, net after deduction of

VAT, returns, discounts and reductions.

Share-based payments

Equity-settled share-based payments to employees and others providing services

are measured at the fair value of the equity instruments at the grant date. The fair

value measured at the grant date is determined using the Black-Scholes model,

which takes into account the exercise price, the expected lifetime of the option, the

current price of the underlying shares, the expected volatility of the share price, any

dividend expected on the shares and the risk-free interest rate for the life of option.

The expected share price volatility is based on historical volatility for a selection of

comparable listed companies. The risk-free rate is based on published government

zero-coupon yields published by the Central Bank of Norway.

119

Spir Group ASA

Annual Report 2023

Pensions

The Company has a defined contribution pension plan for its employees

which satisfies the statutory requirements in the Norwegian law on required

occupational pension (“lov om obligatorisk tjenestepensjon”). The scheme is a

defined contribution plan. Contributions are paid to pension insurance plans and

charged to the income statement in the period to which the contributions relate.

Once the contributions have been paid, there are no further payment obligations.

Foreign currency

Foreign currency transactions are translated at the exchange rate on the date

of the transaction. Monetary foreign currency items are translated to NOK at

the exchange rate on the balance sheet date. Non- monetary items that are

measured at historical cost in a foreign currency are translated to NOK using the

exchange rate on the transaction date. Non-monetary items that are measured at

fair value in a foreign currency are translated to NOK using the exchange rate on

the measurement date. Exchange rate ﬂuctuations are posted to the profit and

loss account as they arise under other financial items

Cash ﬂow statement

The cash ﬂow statement has been prepared using the indirect method. Cash

and cash equivalents consist of cash, bank deposits and other short-term, liquid

investments.

Note 1 - Revenue

Spir Group ASA provides services within management, finance, accounting and

general administration, handling joint supplier agreements and other services that

belongs under intra-group services. Theses services are invoiced to subsidiaries

that are directly or indirectly owned ( > 90 %).

Revenue

NOK 1000 2023 2022

Revenue from services performed 24 332 18 684

Total 24 332 18 684

Geographical distribution

NOK 1000 2023 2022

Norway 22 152 18 684

Sweden 2 180 0

Total 24 332 18 684

Note 2 - Salary costs and benefits

NOK 1000 2023 2022

Salaries and holiday pay 21 625 13 632

Employment tax 3 846 1 781

Pension costs 902 518

Share-based payments 1 662 1 891

Other benefits 3 468 3 449

Total 31 504 21 272

Average number of FTE 14 7

120

Spir Group ASA

Annual Report 2023

Note 4 - Other expenses

Specification of other operating expenses

NOK 1000 2023 2022

General IT, licenses and hosting 4 425 1 542

Advisors and consultants 7 962 19 861

Facilities and office costs 2 390 1 078

Sales and marketing 547 1 019

Training, travel and meetings 1 710 1 546

Total 17 036 25 046

Specification of audit fees

NOK 1000 2023 2022

Statutory audit 1 147 991

Assurance services 130 850

Other services 20 21

Total 1 299 1 862

Pension obligations

Spir Group ASA has a pension scheme that meets the requirements set out in

the Obligatory occupational pension Act. At 31 December 2023 the Company’s

pension scheme has 14

members. The cost of pension is specified in the above

table.

Bonus and share-based payment

For information about bonus and share-based payment programs, see note 9 and

10 to the consolidation financial statements.

Remuneration to Corporate Management and Board of Directors

Information about remuneration of the Board of Directors and the executive

management is included in note 8 to the consolidation financial statements. For

information about bonus and share-based payment programs, see note 9 for the

consolidation financial statements

Arlberg Invest AS, a company controlled by the chief executive, has a loan from the

company of NOK 3 272 831. The interest rate corresponds to the tax-free interest

rate set by the authorities.

Note 3 - Tangible assets

NOK 1000

Equipment and

other movables

Total

Acquisition cost 01.01.2023 0 0

Inﬂow of purchased tangible assets 258 258

Acquisition cost 31.12.2023 258 258

Accumulated depreciations 31.12 39 39

Book value 31.12.2023 219 219

This year’s depreciation 39 39

Economic lifetime 3-5 years

Decreciation plan Linear

121

Spir Group ASA

Annual Report 2023

Note 5 - Financial income and expense

Finance income

NOK 1000 2023 2022

Income from subsidiaries 52 602 72 406

Interest income from group entities 3 500 4 890

Other interest income 4 263 155

Profit on foreign exchange 56 1 554

Total 60 422 79 005

Finance cost

NOK 1000 2023 2022

Interest expense to group entities 13 098 1 886

Other interest expense 52 448 46 636

Loss on foreign exchange 33 186

Write-down on long-term financial assets 9 000

Other financial expenses 0 9

Total 74 580 48 717

Note 6 - Tax

This year’s tax expense

NOK 1000 2023 2022

Entered tax on ordinary profit/loss:

Payable tax 0 0

Too much/little allocated previous years 0 -784

Changes in deferred tax -171 2 079

Tax expense on ordinary profit/loss -171 1 295

Taxable income:

Result before tax -38 406 2 652

Permanent differences 37 628 1 321

Changes in temporary differences 1 843 -3 424

Allocation of loss to be brought forward -1 065 -549

Taxable income 0 0

The tax effect of temporary differences and loss for to be carried forward that has

formed the basis for deferred tax and deferred tax advantages, specified on type

of temporary differences.

NOK 1000 2023 2022 Difference

Tangible assets 22 0 -22

Allocations and more -123 -90 32

Other differences 5 209 7 042 1 832

Total 5 108 6 952 1 843

Accumulated loss to be brought forward 0 -1 066 -1 066

Basis for deferred tax 5 108 5 886 777

Deferred tax (22 %) 1 123 1 295 171

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Note7 - Subsidiaries

Investments in subsidiaries are recognised according to the cost method in the

Company’s financial statements.

The table below sets forth Spir Group ASA’s ownership interest in subsidiaries.

Information about indirectly owned subsidiaries are included in note 19 for the

consolidation financial statements.

Company Location Ownership Voting rights

Book value

31 Dec 2023

Book value

31 Dec 2022

Sikri AS Oslo 100 % 100 % 144 336 143 498

Ambita AS Oslo 100 % 100 % 994 017 992 709

Metria AB Stockholm 100 % 100 % 685 316 694 176

Total 1 823 670 1 830 382

Transaction with Group companies

NOK 1000 2023 2022

Sale of services 24 330 18 684

Purchase of services 1 439 4 271

Loan interest received 3 500 4 890

Interest paid on borrowings 13 098 1 886

Receivables on Group companies

NOK 1000 2023 2022

Long-term receivables 50 000 70 000

Trade and other receivables 5 920 29 893

Group contribution received 86 436 69 628

Total 142 357 169 520

Liabilities to Group companies

NOK 1000 2023 2022

Group cash pooling 330 068 223 896

Accounts payable 0 327

Total 330 068 224 223

Spir Group ASA is the main account holder in a cash pooling agreement. Cash

holdings of the participants are classified as short-term receivables in the Group

companies financial statements. All participants are jointly and severally liable for

any outstanding balance on the group account.

Note 8 - Related party transactions

Revenues are mainly sale of intra-group services to other Group companies.

Purchases form other Group companies consist mainly of consultancy fees in

strategic Group projects, property lease, IT-operations and maintenance.

Spir Group ASA conducts the main part of external debt financing in the Group

and provides loans and receives deposits from Groups companies. Transactions

between the companies will therefore also consists of interest income. All

agreements and transactions are entered into on commercial terms and at arm’s

length.

In addition, Group contributions and dividends from Group companies are

recognised as financial income in the year of disposal and balances related to this

are included in receivables on Group companies.

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Note 9 - Restricted funds

Restricted funds

NOK 1000 2023 2022

Tax deduction account 1 247 648

Note 10 - Share capital, shareholders etc.

The share capital in Spir Group ASA as at 31 December 2023 was NOK 2 601 007

consisting of 130 050 352 ordinary shares at NOK 0,02 per share. The Company’s

shares have equal voting rights. For information of shareholders see note 25 to the

consolidated financial statements.

Note 11 - Long-term liabilities

Liabilities with maturity later than 5 years

NOK 1000 2023 2022

Debt to credit institutions 542 846 620 090

Other long-term debt 0 0

Total 542 846 620 090

Liabilities with maturity later than 1 years

NOK 1000 2023 2022

Debt to credit institutions 118 777 118 777

Other long-term debt 0 9 700

Total 118 777 128 478

A first priority pledge has been placed on the shares in subsidiaries as security for

debt to credit institutions. The carrying amount of investments in subsidiaries is

shown in the table below.

Carrying amount of assets used as security

NOK 1000 2023 2022

Investments in subsidiaries 1 823 670 1 830 382

For more information about securities, terms and covenants for debt to credit

institutions and other longterm debt, see note 22 and 26 in the consolidation

financial statements.

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Annual Report 2023

17 Auditor’s report

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Image credits: iStock, Shutterstock, Iteo Communications,

Christopher Fey/NTB, Sara Rossi Photography

Spir Group ASA

Dronning Mauds gate 10

0250 Oslo, Norway

spirgroup.com