B2Holding ASA Annual report 2021
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21
B2Holding ASA Annual report 2021
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Contents
03 ___________ This is B2Holding
06 ___________ Message from the CEO
08 ___________ The share
12 ____________ Risk management
26 ___________ Sustainability report
59 ___________ Corporate governance
71 ____________ Directors’ report
82 ___________ Board of Directors
84 ___________ Financial statements
153 _________ Responsibility statement
154 _________ Auditor’s report
159 _________ Alternative performance measures
Photo, front page: Stanislaw Pytel, Getty Images
Design: Uniform
B2Holding ASA Annual report 2021
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Key Figures
Estimated Remaining Collections (ERC)*
Sum of all future periods gross expected
cash flow from purchased loan portfolios
19,918 NOKm
8.4
Million claims*
165,381 NOKm
Face value of acquired portfolios*
Unpaid balances plus accrued interest
and fees
1,979
FTEs
Number of employees converted to
full-time posts
Key Financial Figures
(NOK million) 2020
Total operating revenues
Operating profit (EBIT)
Profit/(loss) after tax
Net interest-bearing debt
Total assets
Equity ratio
Basic earnings per share (EPS)
3,174
1,224
309
11,068
17,169
28 %
0.75
Book value of portfolios (NOKm)
2019 2020 2021
13,420 13,033 10,921
Gross collections* (NOKm)
2019 2020 2021
5,425 5,659 5,435
Cash EBITDA** (NOKm)
2019 2020
2021
3,905 3,664 3,779
*Including the Group’s share of portfolios purchased and held in SPVs and joint ventures
**Cash EBITDA 2020 is restated to exclude non-recurring items
2021
3,155
1,308
573
9,067
15,315
33 %
1.40
B2Holding ASA Annual report 2021
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This is B2Holding
Estimated Remaining
Collections (ERC)
Revenue split Gender distribution (FTEs)
A PROFESSIONAL AND RELIABLE DEBT SPECIALIST
B2Holding is a leading pan-European debt investor and
servicer. Our vision is to become the leading trusted partner
that actively re-shapes the credit management industry.
Through our business solutions we contribute to handling
society’s debt problems, bridging the gap that defaulted debt
represents in the credit chain. Our business is about people and
creating shared value for business and society. Being a socially
responsible creditor and a trusted solution provider for our
partners are fundamental in our way of doing business.
Unsecured 78 %
Secured 22 %
NPL portfolio income, total 75 %
Profit from shares and 3 %
participation loan/notes
in associated companies
and joint ventures
Other operating revenues 22 %
Male 35 %
Female 65 %
5
Secured market
Unsecured market
Oslo and Luxembourg office
BUSINESS LINES
The Group’s main business lines are Unsecured and Secured
Asset Management. The markets are allocated according to
their dominant ERC asset class and expected market potential.
Unsecured markets:
Norway, Sweden, Denmark, Finland, Estonia, Latvia,
Lithuania, Poland, Spain, Bulgaria, Czech Republic, Hungary
Secured markets:
Italy, France, Romania, Greece, Cyprus, Slovenia, Croatia,
Serbia, Bosnia and Herzegovina, Montenegro
OFFICES
• Norway, Head office in Oslo
• Luxembourg, Investment office and portfolio owner
This is B2Holding
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
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2021 was another year where society was largely impacted
by the pandemic and the return to normal life was postponed
repeatedly. Despite a challenging environment with periodic
lockdowns and government restrictions, we managed to
deliver stable good results throughout the year. We coped well
together as an organisation and continued the established
routines for hybrid and remote work, and our employees
have responded to the challenges in a fantastic manner. It
makes me proud to lead an organisation with employees
showing agility and willingness to adapt. We are nevertheless
grateful to see that the pandemic is developing in a positive
direction, providing hope that we are approaching the end.
Throughout 2021 the Group’s focus on scalability and
maintaining costs at a sustainable lower level continued, both
by the means of general cost discipline as well as targeted
optimization actions implemented in selected markets.
In February this year, we announced an agreed non-
recourse senior financing with PIMCO, one of the largest
asset managers and capital providers in the world with strong
experience and competence within non-performing assets.
The agreement with PIMCO is an important step in support-
ing our long-term strategy to increase our servicing revenues
in the coming years, and we believe this will set the grounds
for a mutually beneficial cooperation going forward. The
ability to co-invest with others is crucial to achieve necessary
scale especially within the secured part of our business.
Sustainability has also been an area of strong focus during
2021. We see that ESG strategy and sustainability report-
ing
is becoming ever more important, and especially with-
in
the social pillar we have a responsibility. As such, it is
encouraging that our efforts to become more sustainable is
acknowledged by external experts resulting in significantly
Well positioned
for the future
2021 was the year when extraordinary became the
new normal. We turned challenges into opportunities,
and during the year we have built a stronger company
and a solid foundation for the future.
Message from the CEO
We have focused on
deleveraging and strength-
ening our balance sheet to
be well prepared for what we
believe will be an improved
market going forward.
B2Holding ASA Annual report 2021
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Message from the CEO
improved ESG ratings. In the Sustainalytics rating published
in November 2021, we placed among the top one per cent of
rated companies globally and at the top of our industry. We
have also improved our ESG rating from The Governance
Group, who rate the 100 largest companies on the Oslo Stock
Exchange. This commits us and encourages us to continue
our sustainability efforts.
B2Holding’s mission to bridge the gap in the credit chain
caused by non-performing loans (NPL) is at the core of
what we do. During 2021 we observed good collections and
recoveries, but we were also conscious of the financial impact
the pandemic has caused for many and to treat our custom-
ers with respect. Adopting payment plans that enables our
customers to manage their debt problems has been a crucial
part of our collection strategy throughout the pandemic. The
economic crisis caused by the pandemic is likely to trigger
an increase in NPLs as moratoriums are lifted, and we have
observed a significant increase of stage 2 loans through the
pandemic. European Banks also confirm that the prudential
backstop introduced in 2019 will increase loss coverage for
NPLs going forward, and this will create strong incentives for
banks to sell more frequently. Going forward, we will play an
important role in the financial ecosystem to help avoid the
creation of new NPLs in European banks which could reduce
volume of new credits.
The low volume of portfolios acquired in 2021 was mainly
a result of low volumes coming to market, coupled with a
conservative approach to not price portfolios aggressively in
a period where competition has been high in several port-
folio auctions. We have rather focused on deleveraging and
strengthening our balance sheet to be well prepared for what
we believe will be an improved market going forward.
OUTLOOK FOR 2022
Going into 2022, we see an improving pipeline which signals
a more normalized market this year. With a strong balance
sheet, and one of the lowest leverage ratios in the industry, we
are well positioned to take part in what we believe will be a
more active market.
Though, as we finalise this report, the world is witnessing
the terrible war in Ukraine and a humanitarian crisis devel-
oping in Europe. The war introduces new uncertainty to the
outlook for Europe and B2Holding. Our thoughts are with all
the innocent people affected and I am humbled by our local
employees in the neighbouring countries of Ukraine, who
have organized humanitarian efforts and travelled to the bor-
der to help the refugees. To show our support as a company,
we chose to donate to the UN Refugee Agency with its large
organization to support refugees with supplies, emergency
relief and responding to needs of vulnerable refugees all over
Europe. We are closely monitoring the macroeconomic and
geopolitical developments related to the war as there is still
low visibility on how this will affect our business and our
everyday life in 2022.
Finally, I would like to thank all our shareholders, bond
holders and other stakeholders for the continued trust you
show us. I would also like to express my gratitude towards all
o
ur employees for their hard work and the great results deliv-
ered in another unusual year. We are entering 2022 with a good
momentum and we are excited about the opportunities ahead.
Oslo, 26 April 2022
Erik J. Johnsen
Chief Executive Officer
B2Holding ASA Annual report 2021
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The share
01
B2Holding is committed to open and
transparent communication with the
market. Through dialogue with share-
holders
, investors, analysts and with the
financial market in general, B2Holding
aims to create and achieve long term
value growth for the shareholders.
B2Holding ASA Annual report 2021
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2021 SHARE DATA
Based on the last trade on 30 December 2021, which was
at NOK 10.36, B2Holding’s market capitalization was NOK
4,247 million as of the same date. The highest closing price
quoted during the year was NOK 11.28 on 11 November 2021,
and the lowest closing price was NOK 6.88 on 11 January
2021. During 252 trading days in 2021, a total of 200,092,277
B2Holding ASA shares were traded. The average daily trading
volume of the B2Holding ASA shares on the Euronext Oslo
Stock Exchange in 2021 was 794,017, equivalent to 0.19 % of
the total number shares.
SHARE CAPITAL
At year-end 2021, B2Holding’s share capital amounted to
NOK 41 million, divided among 409,932,598 shares and
corresponding to a nominal value of NOK 0.10 per share.
There is one class of shares and all shares are treated equally.
The shares are freely negotiable and with equal rights to vote
and equal entitlement to B2Holding’s profit and dividend.
OWNERSHIP STRUCTURE
The number of shareholders was 5,388 per year-end 2021,
a 4.33 % decrease from 5,632 at year-end 2020. According to
the shareholder register maintained by the Norwegian Central
Securities Depository (VPS), 93.29 % of B2Holding’s shares
are owned by Nordic investors.
Approximately 66 % (72 % in 2020) of the share capital
was owned directly or indirectly by private individuals or
families and the remaining 34 % (28 % in 2020) was owned
by institutional investors (financial investors or funds under
management).
DIVIDEND
The Board of Directors considers applicable legal restrictions,
capital expenditure requirements, the financial conditions,
general business conditions and contractual obligations when
assessing the company’s ability to pay dividends. The amount
of dividend approved by the Annual General Meeting, shall
not exceed the amount recommended by the Board of Directors.
The dividend was NOK 0.15/share for the financial year
2016, NOK 0.30/share for the financial year 2017, NOK 0.45/
share for the financial year 2018 and NOK 0.15/share for the
financial year 2020. Due to the uncertainty associated with
the Covid-19 pandemic, no dividend was paid for 2019.
The Board of Directors has proposed a dividend of NOK
0.42 per share for the financial year 2021, corresponding
to 30 % of the net profit. Based on the last price paid on
30 December 2021 (NOK 10.36), the proposed dividend
represents a dividend yield of 4.1 %.
The share
B2Holding ASA has been listed on Oslo Stock
Exchange since 8 June 2016 with the ticker code
B2H. The share is included in Oslo Stock Exchange
Benchmark index (“OSEBX”).
B2Holding ASA Annual report 2021
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The share
B2Holding ASA Annual report 2021
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The share
Ownership structure per 31.12.2021
Size class No of shares Capital/votes % No of owners Owners %
1 - 1,000 929,609 0.2 2,428 45.1
1,001 – 10,000 7,683,221 1.9 2,006 37.2
10,001 – 100,000 25,068,144 6.1 727 13.5
100,001 – 1,000,000 48,276,477 11.8 168 3.1
1,000,001 – 5,000,000 89,977,847 21.9 45 0.8
5,000,001 – 10,000,000 54,969,029 13.4 8 0.1
10,000,001 – 53,000,000 183,028,271 44.6 6 0.1
Total 409,932,598 100.0 5,388 100.0
Geographical distribution of shareholders per 31.12.2021
%
Norway 78.06
Sweden 14.29
United States 2.26
Ireland 1.15
United Kingdom 1.05
Luxembourg 0.72
Finland 0.54
Denmark 0.41
Others 1.52
Total 100.00
Shareholders per 31.12.2021
% of total share Investor
12.91 PRIORITET GROUP AB
12.54 RASMUSSENGRUPPEN AS
1)
6.34 VALSET INVEST AS
6.00 STENSHAGEN INVEST AS
5.16 DNB MARKETS AKSJEHANDEL/-ANALYSE
3.73 VERDIPAPIRFONDET ALFRED BERG GAMBAK
2.12 DUNKER AS
2.00 RUNE BENTSEN AS
1.90 VERDIPAPIRFONDET ALFRED BERG NORGE
1.60 VERDIPAPIRFONDET DNB NORGE
1.55 VERDIPAPIRFONDET STOREBRAND NORGE
1.50 VPF DNB AM NORSKE AKSJER
1.42 GREENWAY AS
1.33 SKANDINAVISKA ENSKILDA BANKEN AB
1.11 VERDIPAPIRFONDET ALFRED BERG AKTIV
0.85 LIN AS
0.72 B2HOLDING ASA
0.69 RANASTONGJI AS
0.69 VERDIPAPIRFONDET DNB SMB
0.68 VJ INVEST AS
35.17 OTHER
100.00
1) Total shareholdings of Rasmussengruppen AS includes shareholdings of its fully owned subsidiaries Portia AS,
Cressida AS and Viola AS
B2Holding ASA Annual report 2021
Risk management
02
B2Holding’s approach to risk management
is to proactively manage risks in order
to ensure sustainable profits and value
generation for all the Company’s stakeholders.
B2Holding ASA Annual report 2021
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Risk management
B2Holding ASA (“the Company”) is the parent company
of the B2Holding consolidated group of companies described
as “the Group” or “B2Holding”. The Risk management report
is an integral part of the Directors’ report.
B2Holding has continued focusing on risk management
during 2021 by strengthening the Risk function and devel-
oping independent, centralized asset valuation capacity. The
Enterprise Risk Management framework is gradually being
rolled out across the Group’s jurisdictions to facilitate analysis
and monitoring of significant risks and to enable the Group’s
management at all levels to more easily identify and quantify
the risk factors that may negatively affect the Group’s profit-
ability and sustainability, while at the same time strengthening
internal controls and governance.
B2HOLDING RISK MANAGEMENT FRAMEWORK
B2Holding is implementing risk management principles
based on the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) Enterprise Risk Management
(ERM) framework with the overriding objective to achieve
improved governance, drive operational excellence and
achieve enhanced value for all stakeholders.
The components and principles of the COSO ERM frame-
work that B2Holding is actively embedding across the Group
are transforming the business into a risk aware organization.
A Focused Framework
Enterprise Risk Management—Integrating with Strategy and Performance clarifies the
importance of enterprise risk management in strategic planning and embedding it throughout
an organization—because risk influences and aligns strategy and performance across all
departments and functions.
The Framework itself is a set of principles organized into five interrelated components:
1. Governance and Culture: Governance sets the organization’s tone, reinforcing the
importance of, and establishing oversight responsibilities for, enterprise risk manage-
ment. Culture pertains to ethical values, desired behaviors, and understanding of risk
in the entity.
2. Strategy and Objective-Setting: Enterprise risk management, strategy, and
objective-setting work together in the strategic-planning process. A risk appetite is
established and aligned with strategy; business objectives put strategy into practice
while serving as a basis for identifying, assessing, and responding to risk.
3. Performance: Risks that may impact the achievement of strategy and business
objectives need to be identified and assessed. Risks are prioritized by severity in
the context of risk appetite. The organization then selects risk responses and takes
a portfolio view of the amount of risk it has assumed. The results of this process are
reported to key risk stakeholders.
4. Review and Revision: By reviewing entity performance, an organization can con-
sider how well the enterprise risk management components are functioning over time
and in light of substantial changes, and what revisions are needed.
5. Information, Communication, and Reporting: Enterprise risk management
requires a continual process of obtaining and sharing necessary information,
from both internal and external sources, which flows up, down, and across the
organization.
ENHANCED
VALUE
MISSION,VISION,
& CORE VALUES
BUSINESS
OBJECTIVE
FORMULATION
STRATEGY
DEVELOPMENT
IMPLEMENTATION
& PERFORMANCE
ENTERPRISE RISK MANAGEMENT
Review
& Revision
Information,
Communication,
& Reporting
PerformanceStrategy &
Objective-Setting
Governance
& Culture
Enterprise Risk Management | Integrating with Strategy and Performance
June 2017
6
The five components in the updated Framework are supported by a set of principles.
4
These princi-
ples cover everything from governance to monitoring. They’re manageable in size, and they describe
practices that can be applied in different ways for different organizations regardless of size, type,
or sector. Adhering to these principles can provide management and the board with a reasonable
expectation that the organization understands and strives to manage the risks associated with its
strategy and business objectives.
Looking into the Future
There is no doubt that organizations will continue to face a future full of volatility, complexity, and
ambiguity. Enterprise risk management will be an important part of how an organization manages
and prospers through these times. Regardless of the type and size of an entity, strategies need
to stay true to their mission. And all entities need to exhibit traits that drive an effective response
to change, including agile decision-making, the ability to respond in a cohesive manner, and the
adaptive capacity to pivot and reposition while maintaining high levels of trust among stakeholders.
As we look into the future, there are several trends that will have an effect on enterprise risk
management. Just four of these are:
• Dealing with the proliferation of data: As more and more data becomes available and the
speed at which new data can be analyzed increases, enterprise risk management will
need to adapt. The data will come from both inside and outside the entity, and it will be
structured in new ways. Advanced analytics and data visualization tools will evolve and be
very helpful in understanding risk and its impact—both positive and negative.
• Leveraging artificial intelligence and automation: Many people feel that we have entered
the era of automated processes and artificial intelligence. Regardless of individual beliefs,
it is important for enterprise risk management practices to consider the impact of these
and future technologies, and leverage their capabilities. Previously unrecognizable
relationships, trends and patterns can be uncovered, providing a rich source of information
critical to managing risk.
• Managing the cost of risk management: A frequent concern expressed by many business
executives is the cost of risk management, compliance processes, and control activities
in comparison to the value gained. As enterprise risk management practices evolve, it will
become important that activities spanning risk, compliance, control, and even governance
be efficiently coordinated to provide maximum benefit to the organization. This may
represent one of the best opportunities for enterprise risk management to redefine its
importance to the organization.
......................................................................................................
4
A fuller description of these twenty principles is provided at the end of this document.
Review
& Revision
Information,
Communication,
& Reporting
PerformanceStrategy &
Objective-Setting
Governance
& Culture
1. Exercises Board Risk
Oversight
2. Establishes Operating
Structures
3. Defines Desired Culture
4. Demonstrates
Commitment
to Core Values
5. Attracts, Develops,
and Retains Capable
Individuals
6. Analyzes Business
Context
7. Defines Risk Appetite
8. Evaluates Alternative
Strategies
9. Formulates Business
Objectives
10. Identifies Risk
11. Assesses Severity
of Risk
12. Prioritizes Risks
13. Implements Risk
Responses
14. Develops Portfolio
View
15. Assesses Substantial
Change
16. Reviews Risk and
Performance
17. Pursues Improvement
in Enterprise Risk
Management
18. Leverages Information
and Technology
19. Communicates Risk
Information
20. Reports on Risk,
Culture, and
Performance
Executive Summary
June 2017
7
Source: COSO Enterprise Risk Management Framework
B2Holding ASA Annual report 2021
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Risk management
At B2Holding, the risk framework is underpinned by key
principles which define internal expectations on risk manage-
ment with all employees expected to apply these principles in
their daily work, promoting risk ownership and management
where it arises. Risk management principles are grouped into
categories as follows:
The risk governance structure is overseen by the Board of
Directors (“the Board”) through the Audit Committee, owned
by the CEO and headed by the Chief Risk Officer with app-
ointed risk managers from local entities.
The Group Risk function works with local risk managers to
correctly identify and assess risks, challenge risk assessments
and act as a consultant to support a clear and transparent risk
mapping process.
FUNCTIONAL DESCRIPTION OF EFFECTIVE
RISK MANAGEMENT AND CONTROL
The business operations as Risk owners, the Risk and Com-
pliance functions and the Internal Auditor are the key actors
of risk control framework of the B2Holding Group.
1. The first function comprises the business operations re-
sponsible for the risks they take. This entails responsibility
for daily risk management and compliance with Group’s
internal policies and external regulations.
2. The second function comprises the Risk and Compliance
functions responsible for independent risk monitoring,
management support and control.
3. The third function comprises the Internal Auditor
which ensures proper functioning of the first and second
functions.
During 2021, the Group has worked to strengthen its internal
governance with better structure and increased oversight
implemented in the portfolio revision process and within the
secured assets perimeter, including re-organisation of key
functions and decision-making committees.
The work to strengthen the Group’s governance model will
continue in 2022, with new guidelines, processes and policies
covering a broader range of the business.
RISK STRATEGY AND APPETITE
The Group’s core business is to generate profitable returns
through controlled exposure to credit risks in the form of
acquiring and managing non-performing loans. Therefore,
the Group actively pursues this type of risk which inherently
carries the highest potential impact on the income statement
and balance sheet. As such, there is an increased central focus
on this area of risk, with particular emphasis and oversight on
the portfolios acquisition process, performance management
and reporting.
Risks such as liquidity, operational and market risk should
be minimized but balanced, as far as it is economically justifi-
able, following internal policies and guidelines. Other types of
risk such as management, regulatory and reputational risk are
addressed through the Group’s governance and compliance
policies.
Dimension Definition Principle and Objectives
1. Strategic Risks linked with the overall business plan, organi-
sational structure, culture, competition, and macro
and political environment.
Build a strong vision, strategy and product offering
that enables the Company to grow profitably
aligned with its strategic objectives. Lead by
example, create a culture that promotes loyal and
ethical behaviour aligned with company values and
stakeholders’ expectations.
2. Financial Risks linked to financial losses, impacting the over-
all financial results, including liquidity, currency and
interest rates, credit, investments, and tax.
Build a strong, transparent, and auditable financial
position that enables the Company to plan and
optimise its financial resources, meet financial
obligations, and grow profitably.
3. Operations Risks linked with failed internal processes and pro-
cedures, people’s actions, systems or from external
events including legal and compliance.
Deliver exceptional service that meets and exceeds
targeted operational expectations. Create opera-
tional efficiencies, build company resiliency, audit-
ability, transparency, and processes optimisation.
15
Risk management
PRINCIPAL RISKS
Principal risks are identified through the Group-wide risk
framework or through incidents raised. All material risks
raised are discussed at periodic senior management meetings
with mitigating actions defined and implemented, and with
improvements actively monitored by the Group Risk function.
The risks are grouped into three broad categories: strategic,
financial and operations. The tables below summarize the key
risks and mitigants B2Holding is exposed to. Environmen-
tal, Social and Governance (ESG) risks are addressed in the
Sustainability report which constitute an integrated part of
the Directors’ report.
Risk Type Description Mitigation
Strategic Risks - Risks linked with the overall business plan, organisational structure,
culture, competition and macro and political environment.
Management risk B2Holding operates in multiple countries with
different competitive and regulatory landscapes
and historically operated a decentralised model.
This may give rise to different types of risks as
local entities have different operating models and
different levels of maturity.
A more centralised model strengthening Group
level functions and oversight has progressed well
in 2021 with key management appointments, such
as a new Chief Investment Officer and Chief Data
and Analytics Officer.
During 2021, the Company has progressed well on
updating and harmonising policies, processes and
procedures and has continued to work on creating
synergies, optimisation and greater governance and
oversight control. This work will continue in 2022.
Aim: More standardised and unified business oper-
ating model, greater financial control mechanisms,
local operations supported to a larger extent by
Group knowledge and competence.
Competition risk The risk of increased competition in purchasing
NPL portfolios, pricing pressure and lower returns
accepted by competitors may adversely affect
operations and profitability.
Management monitors the competitive environ ment
by regularly monitoring the countries’ opportunity
pipeline and horizon scanning for suitable trans-
actions to pursue and these are taken into con-
sideration during the decision-making process.
The Group uses local collection and servicing
platforms with established positions and experi-
ence, providing in-depth local knowledge of the
markets. The local platforms are supported by
dedicated Group resources in key business areas,
such as investment pricing, portfolio management,
operations, IT and others. In 2021, the Group has
secured a long-term investment partnership, which
allows future opportunistic participation in multiple
portfolio investments with reduced capital require-
ments, whilst benefitting from additional servicing
earnings.
B2Holding ASA Annual report 2021
16
Macroeconomic and
political risk
B2Holding operates in multiple countries and is
therefore implicitly exposed to different economic
and political regimes.
Changes in the economic and political environment
may negatively impact B2Holding’s ability to collect
from portfolios acquired or competitively price
these.
The Group maintains an on-going dialogue with
the local management teams and conducts
regular checks on the macroeconomic and political
develop ment of each market.
The Group uses external market research and data
to actively monitor the macroeconomic trends
in each country. The market and macroeconomic
analyses and insights are incorporated into Group’s
strategic considerations.
Climate Risk Assessing and combating climate risk has become
an important topic on the agenda for B2Holding,
with both the Management and the Board commit-
ted to minimise the Group’s carbon footprint and
address relevant risks arising due to climate change
and actively support transitioning to Net-Zero.
B2Holding has conducted an internal assessment
on climate risk following the industry-standard
TCFD (Task Force on Climate-related Financial
Disclosures) framework using an external con -
sultancy organization in conjunction with the
Management. The outcome of the workshop
graded the climate impact as low.
However, B2Holding expects that regulatory
climate-related risk exposure will increase in
markets where B2Holding is present.
Going forward, B2Holding expects to integrate
and embed climate risk into the ERM framework
across the organisation and to manage high
impact risks at management level.
Financial Risks - Risks linked to financial losses, impacting the overall financial results,
including liquidity, currency and interest rates, credit, investments, and tax.
Liquidity risk
B2Holding is dependent on access to financing, from
banks, financial institutions, and from the capital
markets through the issuance of bonds and share
capital to have sufficient liquidity available to meet
its contractual obligations.
The Group’s capacity to assume risk is determined
by the Board of Directors.
B2Holding’s policy is to always have liquidity
available to cover the contractual financial
forward flows and outstanding binding portfolio
investment offers, operating within bank and
financing covenants restrictions.
The capital threshold for equity in the loan
agreements is set at a minimum consolidated
book equity ratio of 25 %.
Liquidity risk is monitored by the Group’s Treasury
function and reported monthly to the Board of
Directors.
B2Holding works actively to maintain good relation-
ships with the financing banks, financial institu-
tions, bond investors and credit rating agencies.
Risk management
B2Holding ASA Annual report 2021
17
Currency and
interest rate risk
B2Holding is exposed to fluctuations in exchange
and interest rates. These risks can affect the
earnings and financing costs as B2Holding’s
accounts are denominated in NOK, whilst a large
part of the Group’s business is carried out in Euros
and other local currencies.
To mitigate the currency risk the Group uses a
multicurrency bank facility (borrowing in EUR, SEK,
PLN) and has bond loans denominated in Euros
to effectively establish natural hedging. For most
countries, investments, revenues, and operating
expenses are denominated in local currencies.
Therefore, currency fluctuations have a relatively
minor effect on operating earnings within the rele-
vant country which limits transactional exposure.
However, portfolios acquired in specific countries
such as Croatia, the Czech Republic, Bulgaria
and Romania are financed in Euros due to limited
possibilities for medium and long-term hedging
arrangements when borrowing in those currencies.
Croatia and Bulgaria have pegged their currency
to the Euro.
Translational exposure to FX exists since the Group
reports its consolidated numbers in NOK, while the
majority of the Group’s activities generate revenue
and expenses in other currencies.
Transactional FX risk is also adversely impacted
by the existence of the head office in Norway
which results in operating expenses incurred in
NOK without a revenue stream originating in
NOK to offset them.
B2Holding is exposed to changes in interest rates
since the Group’s debt has an element of floating
interest rate. The Group employs hedging strate-
gies that enable B2Holding to, within certain limits,
hedge its interest exposure and hence monitor and
reduce overall interest rate risk exposure.
Currency and interest rates exposure are regularly
monitored with hedging arrangements assessed
and modified in accordance with the Group’s
Treasury policies to continuously minimise
these risks.
Credit risk The risk of losses arising from customers not repay-
ing principals or interest accrued or counterparties
not meeting their contractual obligations.
For B2Holding, this refers mainly to receivables
arising from acquired NPL portfolios, cash and cash
equivalents, and outlays on behalf of clients.
NPL portfolio risks are addressed under investments
risk.
For cash and cash equivalents, these are deposited
with established banks where the risk of loss is
remote. For counterparty risks, the Group deals
primarily with known counterparties with good
creditworthiness.
Credit risk is analysed, monitored, and controlled
by the local entities management and strengthened
by additional oversight from the Group control ling
units.
Risk management
B2Holding ASA Annual report 2021
18
Investment risk B2Holding invests in NPL portfolios and then
tries to make a profit from these investments by
assuming all rights and risks arising from these
transactions.
The Group needs access to a pipeline of NPLs that
it can invest in at rates of return that are attractive
to the Group.
The risk on this type of business is that losses may
be incurred by over-estimating collections or the
timing of them, or by under-estimating the costs
to collect.
Therefore, it is crucial for the Group’s business
to achieve an overall rate of collections above that
reflected in the prices paid.
While B2Holding believes that the recoveries on
the Group’s loan portfolios will be in excess of the
amount paid, amounts recovered may be less than
targeted.
B2Holding buys NPL portfolios at discounted
prices and therefore the risk is partially mitigated
through pricing and expected returns. Furthermore,
the Group’s assets are diversified both in terms
of asset classes (secured, unsecured) and geo-
graphical location across more than 20 countries.
Access to NPLs is dependent on supply (banks
and credit institutions wanting/having to sell),
reputation (license to operate, i.e. wanting to sell
to B2Holding), and pricing being attractive to
B2Holding (competitiveness, risk appetite, WACC
etc.). In order to be competitive, the Group focuses
on efficiency and effectiveness, scalability and
operational synergies.
All acquisitions are based on careful valuations
to predict future net collections and are strictly
governed via the Group investment process which
was strengthened in 2021. Improvements include
improved Group oversight by way of the introduc-
tion of a new Chief Investment Officer, improve-
ment of central processes, and by the introduction
of independent valuations led by Group Risk in
particular for large or non-standard investments.
Improvements have led to a more transparent
assessment of investment risk and upskilling of
internal resources.
B2Holding actively works to reduce underwriting
risk through continuous improvements in processes,
tools, and competences, to extract and maximise
value from the Company’s proprietary databases
of historical NPL purchases and performance.
In 2021, the Group has initiated a project to further
standardise and unify valuation principles across
countries, thereby improving efficiency and controls
and ultimately reducing portfolio valuation risk.
This is part of the Group’s data-driven transfor-
mation programme and is expected to go live
within 2022.
Tax risk Changes in domestic and international direct and
indirect tax laws may result in financial losses
or increased expenses for the Group, related to
investments and on the operational level.
B2Holding’s policy is to always engage the services
of external tax advisors for large and complex
transactions in order to ensure these are properly
assessed and managed.
Risk management
B2Holding ASA Annual report 2021
19
Operational Risks - Risks linked with failed internal processes and procedures,
people’s actions, systems or from external sources which includes legal and compliance.
Data Protection Risk The operations are dependent on a large amount of
information containing personal data.
Risk arises from human error, non-compliance with
the internal policies or external regulations, or
inappropriate processes and procedures imple-
mented including internal control.
B2Holding Group has implemented and enforces
the General Data Protection Regulation (GDPR)
requirements, including the local legislation applied
in all countries where the Group has business
operations. Appropriate and suitable safeguards
including technical measures have been imple-
mented to protect personal data and to safeguard
the rights and freedoms of the data subjects.
B2Holding prioritizes privacy and has restricted and
controlled access to personally identifiable infor-
mation. The overriding principle is that, in accor-
dance with applicable regulations, B2Holding only
processes personal data for which the Company
has legal grounds to do so and are necessary for
its operations.
In 2021, the Company’s personal data management
processes and policies were improved across the
Group and its local subsidiaries.
The Group and local entities have appointed
Data Protection Officers who regularly monitor
and assure GDPR compliance.
All employees are trained regularly and at a
minimum annually in GDPR and privacy rules and
are expected to follow these established rules,
including the reporting of any breaches to their
respective Data Protection Officer.
In 2021, no investigations have been conducted
nor have any sanctions been imposed against any
B2Holding legal entity by any European govern-
ment authorities responsible for the application
of and compliance with GDPR. Additionally, all
demands from the data subjects were executed in
accordance with the requirements and deadlines
set out in the GDPR.
Risk management
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
20
Regulatory risk The Group depends on authorisations and licenses
from different authorities in order to operate. Risk
arises from non-compliance or breaches to existing
processes and procedures implemented.
Regulatory changes can also influence the markets
and local operations, either in a positive or in a
negative way.
The Group complies with applicable rules and
regulations in all jurisdictions where it operates.
Adherence to license requirements and potential
regulatory changes are managed and monitored by
the relevant local operations and reported to Group
on a regular basis. The Group also monitors regula-
tory changes and developments relevant to its
industry, sector, and operations via open dialogue
with the local senior management teams.
On a quarterly basis all business units file Compli-
ance and GDPR reports which allow the Group to
ensure transparency and oversight, amongst other
things over regulatory changes that may impact the
business data and compliance breaches acknow-
ledged, whistleblowing reports investigated, audits
conducted, etc.
A risk analysis is conducted across the Group in
order to identify, monitor and mitigate the potential
risks related to Compliance, GDPR, Information
Security and Business Continuity Management.
In March 2021, the Market Abuse Regulation
(MAR) entered into force under Norwegian law.
This implied several important changes in the
new market abuse rules. These changes impact
B2Holding ASA as a listed entity on the Oslo
Stock Exchange (Euronext). These changes have
been addressed and B2Holding’s Instructions for
Handling Inside Information and the Rules for
Primary Insiders have been updated accordingly.
In November 2021, the EU NPL Directive was
approved by the EU Parliament. Member States
have until the end of 2023 to transpose it into their
local legislation. The transposition and implementa-
tion of this Directive in the EU jurisdictions where
the Group operates will duly be closely monitored
during the upcoming years in order to ensure timely
compliance with the new requirements.
In particular, this will be addressed at the local level
by co-operating with policymakers and by actively
participating in industry associations that develop
standards and best practices and by promoting the
role of the industry in supporting the health and
viability of the financial system.
B2Holding ASA Annual report 2021
Risk management
B2Holding ASA Annual report 2021
21
Reputation risk A good reputation is crucial to B2Holding’s long-
term sustainability, allowing it to operate as a
viable company, in particular since the Company
deals with debt collection activities and its
customers need to trust B2Holding in order to
positively engage with the Company. It is therefore
crucial to B2Holding that its customers are always
fairly treated.
The Group places great emphasis on reputation
and relationships with all stakeholders: clients,
customers, employees, board members, investors
authorities and suppliers.
Employees are expected to comply with the Group
values and Code of Conduct, as well as with the
principles, rules and processes foreseen in Group
Policies and procedures.
The Group is currently establishing a Collection
Management Framework which will be implemented
across the Group in 2022.
The Group expects its Business Partners to comply
with these ethical standards, principles and behav-
iours when conducting business with or on behalf of
B2Holding.
All Business Units have a Compliance function which
closely follows up on collection practices and internal
standards to ensure that good ethical practices are
applied throughout the Group.
IT functionality and
security risk
The Group depends on accessible and well-
functioning IT systems. Interruptions and errors
in business-critical systems can pose risks to
the operations and Company reputation.
Although strict protocols are implemented there
is always a risk of illegal infringement and access
to the systems, giving unauthorised access
to information, loss of data through malicious
software or illegal exploitation on the Company’s
behalf through phishing.
IT functionality and security risks are managed
through a combination of technical and admin-
istrative controls, security training and regular
checks and monitoring of systems. This is carried
out at both local entity and Group level. For Group
functions, centralised logging and prevention of
intrusion is in place.
In 2021, the Group has strengthened cyber security
vulnerability scanning applicable to both Group and
local environments.
In 2021, B2Holding also started a program to up-
grade the Group IT Architecture, Governance and
Security. These measures will be carried forward
to 2022 and are forward looking, using the latest
technology available on the market to support
future business growth.
B2Holding ASA Annual report 2021
Risk management
B2Holding ASA Annual report 2021
22
Corruption risk The Group’s employees face corruption, bribery,
and money laundering attempts The Group’s
employees may face corruption, bribery and money
laundering attempts.
Therefore, there is a risk that employees will use
their position of power in order to benefit them-
selves, or to influence decision makers.
B2Holding also faces being exploited to money
laundering from criminal activities through insuffi-
cient knowledge of clients or through the payment
of transactions undertaken.
B2Holding applies a zero-tolerance policy to corrup-
tion and bribery and this is reflected in the Code of
Conduct and in B2Holding’s values. B2Holding also
takes a firm stand against Money Laundering (ML)
and Terrorist Financing (TF) as outlined in the Group
AML, TF and Sanction policy.
The fight against Money Laundering, which is closely
related to other forms of serious and organised crime
as well as to the financing of terrorism, has become a
global priority over recent years. At the EU level, this
is translated into the AML Package presented by the
EU Commission in July 2021.
To minimise these risks, B2Holding collects infor-
mation about clients and their shareholders, as
well as about customers, and has local Know Your
Counterparty (KYC) policies in place. Where required,
customers are screened against the relevant sanction
lists.
The Group is currently finalizing the Group Third
Party Assessment Policy and working on the
Anti-Bribery and Corruption (ABC) Policy. These
Group Policies will set minimum standards for all
Business Units of the Group.
To ensure compliance with the principles, rules
and processes foreseen in the EU Whistleblowing
Directive, which had to be transposed by EU Member
States into local legislation by 17 December 2021,
B2Holding implemented a Group Whistleblowing
Policy and a Whistleblowing channel for all business
units across the Group.
This channel has been set up in collaboration with an
external service provider and ensures confidentiality
and anonymous reporting.
Whistleblowing Functions have been appointed
locally and at the Group level in order to handle
Whistleblowing reports and to conduct investi-
gations. The Whistleblowing functions have been
trained and all employees have completed a manda-
tory e-learning training on Whistleblowing.
Employees are expected to report suspected cases
of corruption, bribery, money laundering or any other
illegal activities using the Whistleblowing channel.
B2Holding ASA Annual report 2021
Risk management
B2Holding ASA Annual report 2021
23
Employee risk The employees are crucial to B2Holding’s success.
The Group is committed to attracting and retaining
competent and motivated employees and manag-
ers to avoid the risk that strategic goals cannot be
achieved. Key individual dependency also rep-
resents a risk for business continuity.
B2Holding puts a strong emphasis on common
values, engagement and continuous development
and growth. The Group measures and monitors
employee engagement annually. This survey gives
important insight to the Group’s work on harmonis-
ing and strengthening programs dedicated to pro-
moting employee loyalty and retention. The Group
works actively to promote employee development
and established a common Learning Management
System during 2021.
All Group entities have Employment and Training
policies which are compliant with local laws and
regulations, and all entities monitor and manage
their employee turnover ratios.
Efforts to reduce key individual dependency
is amongst other measures, reduced through
succession planning and via the automation of
work processes.
B2Holding ASA Annual report 2021
Risk management
B2Holding ASA Annual report 2021
24
EXTERNAL ONGOING RISKS: COVID-19 PANDEMIC
During 2021, the Covid-19 pandemic continued to impact the
economies of the countries where B2Holding operates. The
Group also saw a migration to a “new normal”, with govern-
ments dealing with the pandemic primarily through vacci-
nation programs and social distancing measures rather than
hard lockdowns.
B2Holding’s primary concerns are the well-being of its
employees and ensuring business continuity. Therefore, the
Group and its business units always follow local government
restrictions and regularly update working recommendations
based on the rate of infections and local restrictions.
Throughout 2021, flexible working methods with a combi-
nation of office and home-based working practices continued
and this is expected to continue even after Covid-19 restric-
tions are lifted since this is not deemed to affect operational
risks to a significant degree.
EMERGING EXTERNAL RISKS: RUSSIA-UKRAINE WAR
On 24 February 2022, Russia commenced a large-scale
military invasion of Ukraine. In response to the invasion,
the West has moved swiftly to impose unprecedented broad-
based sanctions targeting Russia. Sanctions are subject to
rapid changes, and it is possible that additional direct and
indirect sanctions may be imposed triggering economic im-
plications. The war has created a significant uncertainty in the
market and the outcomes are at this stage difficult to predict
with accuracy.
B2Holding does not have any operations or employees in
Ukraine or Russia. However, B2Holding has four business
entities in countries which share borders with Ukraine and six
business entities in countries that share borders with Russia.
B2Holding is well diversified, and as at 31 December 2021, the
book value in countries sharing borders with Ukraine stood
at 19 %, whilst the book value in countries sharing borders
with Russia (mainly Finland and Poland) stood at 34 % of
the total B2Holding assets respectively. Out of the B2Holding
countries bordering with Russia, all but Finland are members
of the NATO.
B2Holding’s priority is to ensure the health and safety of its
employees in the neighbouring countries, and to honour its
commitments to investors and business partners while ensur-
ing compliance with sanctions against Russia.
B2Holding book value exposure to countries with signi-
ficant Russian gas or trade dependency is limited. As at
31December 2021, countries with significant Russian gas
dependency or trade ties with Russia as per internal analysis
stood at 7.9 % of book value.
A potential economic impact of the war on B2Holding is
consequences of increased inflation (above pre-war fore-
casts) due to higher energy and food prices, which may lead
to higher costs and lower household disposable incomes for
the debtors. This is mitigated by the majority of B2Holding
cash flows coming from legal collection streams. Additionally,
improved credit quality coming from lower interest rate caps
and tighter lending conditions introduced during the Covid-19
pandemic should lead to more resilient performance on re-
cent investments. Significant government-led fiscal measures
introduced and/or announced in all EU economies in 2021
to curb inflation and improve the financial standing of lower
income groups are expected to help mitigate inflation risk.
Other potential risks for B2Holding include rising interest
rates due to inflationary pressures, and tighter future funding
conditions if volatility persists.
B2Holding has adequate liquidity position to meet its
investment appetite in 2022.
B2Holding’s operations are working at full capacity. The
Group plans to continue to invest in a prudent and disciplined
manner across its markets and within the desired risk-return
profile.
B2Holding is actively monitoring the war and the resulting
economic developments. At this stage the baseline scenarios
indicate a limited risk for B2Holding, however the full impact
on B2Holding business activities is uncertain and may change
in the event of significant escalation.
Risk management
B2Holding ASA Annual report 2021
25
Risk management
ILLUSTRATION OF THE FUNCTIONAL ORGANIZATION
OF EFFECTIVE RISK MANAGEMENT AND CONTROL
Audit
Committee
Business operations Risk & Compliance Internal Audit
Three lines of defence
The three functional respons-
ibilities provide clear separation
of internal functions:
- Business operations
- Independent support
(Risk, Compliance, Corporate
Governance) and
- Independent assurance
(Internal Audit)
The Risk function has a dual
reporting line to the CEO and
the Board (Audit Committee)
The objective of the second
reporting function is to protect
company value at key decision
making moments and to support
the executive management and
the Board with unbiased risk
assessment
Key Risk Indicators are set and
monitored in cooperation with
the Board
- Asset concentrations
- Valuation accuracy
- Performance
- Operational & compliance
incidents
First reporting function
Risk Owners
Board of Directors
CEO
Second reporting function
Oversight and Advisory
Diversification
Underwriting quality
Performance
Operations, culture & conduct
Key Risk Indicators:
Third reporting function
Independent Assurance
B2Holding ASA Annual report 2021
26
Sustainability report
03
27 CEO Statement
28
Sustainability in B2Holding
29 B2Holding’s Commitments
30
ESG management
32
ESG strategy
36 ESG performance
37 Social
40
Governance
43
Environment
45 Annexes incl. GRI Index
B2Holding ASA Annual report 2021
27
In 2021, the Covid-19 pandemic continued to have a big
impact on societies around the world, with lockdowns, travel
restrictions and isolation requirements affecting everyone’s
lives. B2Holding has continued to prioritise employees and
customers in its response to the pandemic to ensure that they
receive the support needed. The procedures and protocols
that were introduced in 2020 have proved resilient through-
out the pandemic and we have managed to ensure both safe
working conditions and continuing operations.
I would once again like to express my gratitude to all
B2Holding Group’s employees for their efforts throughout the
pandemic. I am proud of how our employees have handled
the challenges presented during this time and how they have
contributed to limiting the operational impact of the pan-
demic on B2Holding.
As we are writing this report there is a new humanitarian
crisis developing in Europe with the Russian invasion of
Ukraine. B2Holding has several countries bordering the
conflict area and have supported the refugees through a
donation to the UN Refugee Agency in addition to local
initiatives such as special guidelines for customers impacted
by the war and voluntary work. We are closely following the
development of the war and considering measures for the
longer term.
In 2021, B2Holding has progressed its commitment to
becoming a truly sustainable company. The Group’s main
achievements in this regard were to confirm the sustain-
ability strategy with the Board of Directors and committing
to the Science Based Targets initiative (SBTi). We believe
that everyone, including the private sector, plays a role in
transitioning to net-zero, that committing to using targets that
meet SBTi’s criteria is the best way to achieve it, and that it is
robust and valuable for the shareholders.
B2Holding’s sustainability strategy will not only contrib-
ute to achieving the SBTi commitment, but also its broader
sustainability ambitions, which include social, governance
and environmental issues. The strategy until 2023 focuses on
developing the Company’s performance in four key areas. The
goals have been developed through a mapping of our impact
to the UN Sustainable Development Goals (SDGs) and a
desire to be a company that acts responsibly towards society.
Ethical and responsible collections have always been the
core of our approach to business. The pandemic has shown
that this is more important than ever. We take our responsi-
bility seriously which is why B2Holding became a member of
the UN Global Compact in the beginning of 2021. The Group
has committed to the Ten Principles of the Compact and
incorporates them into its strategies, policies and procedures.
Going into 2022, we are in a stronger position than ever to
achieve our sustainability goals. We have been ranked as
the number one company in our sub-industry of consumer
finance by Sustainalytics and are assessed to have negligible
ESG risk. In addition, our ESG reporting rating from the
ESG100, provided by The Governance Group, has risen from
E to C on the scale from F to A+, demonstrating that we are
maturing in this area. This provides us with a strong founda-
tion to continue our sustainability journey.
This sustainability report has been prepared based on the
Global Reporting Initiatives (GRI) standards, the Euronext
ESG Guidelines for listed companies and reporting require-
ments set out in Section 3-3c of the Norwegian Accounting
Act. These help us to become more transparent and provide
measurable sustainability reporting.
Erik J. Johnsen
Chief Executive Officer
CEO Statement
Sustainability report
B2Holding ASA Annual report 2021
28
B2Holding’s core values are the heart and soul of the Group.
The values guide employees in their work and are a common
language that clearly demonstrate B2Holding’s culture. Fur-
thermore, the values describe the behaviours and attitudes of
the Group and contribute to achieving its vision and mission.
B2HOLDING BELIEVES IN
• Agility: The Group seeks to gain new knowledge and grow.
Through constant development, the Group is able to adapt
quickly and effectively to changing
e nvironments and to
the needs of its business partners. B2Holding focuses on
solutions, not problems.
• Integrity: B2Holding follows the highest ethical princi
ples
and does the right thing in all situations. The Group stands
for what is right and speaks up in the event of misconduct.
It is honest, responsible, accountable, and dedicated, even
when challenged. Integrity is the foundation upon which
the Group builds trust.
• Diversity: B2Holding believes that a multicultural,
inclusive, and diverse work environment is an asset.
The Group values and respects people of different back-
grounds and experiences. B2Holding creates a culture
where everyone is welcome.
• Excellence: The Group always contributes to the best
of its abilities and encourages colleagues to do the same.
The Group is committed to continuous improvement.
B2Holding drives change and strives to find better ways
of doing things. Technology and digitalization are at
the top of the agenda to increase efficiency and foster
a culture of innovation.
• Responsibility: B2Holding is committed to society and the
environment. The Group goes beyond compliance and is
accountable for its actions.
Mission
Why we exist
Through our business solutions, we contribute to
handling society’s debt problems, bridging the gap
that defaulted debt represents in the credit chain
The leading trusted partner that actively re-shapes
the credit management industry
Vision
What we want
to become
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Sustainability report
Sustainability in B2Holding
B2Holding ASA Annual report 2021
29
B2HOLDING’S COMMITMENTS
Since 2021, B2Holding has been committed to the UN Global
Compact corporate sustainability initiative and its principles
in the areas of Human Rights, Labour, Environment and
Anti-Corruption. The principles are implemented through
internal policies and B2Holding’s Code of Conduct, which
supports the fundamental goal of building and sustaining
long-term relations with all stakeholders by maintaining high
ethical standards in every decision made.
B2Holding supports public accountability and transparency
and has therefore committed to report on its progress within
one year of joining the UN Global Compact and annually
thereafter in the form of a Communication on Progress
(COP) regarding the implementation of the ten principles.
The Group’s first COP was published in 2021.
B2Holding recognises that businesses play a key role in
achieving the 17 Sustainable Development Goals (SDGs)
put forth by the United Nations in 2015. The Group’s main
contribution as a debt solution provider lies in creating value
for society by handling non-performing loans and support-
ing customers (debtors) in solving their payment challenges,
enabling them to return to the financial system.
B2Holding has identified the following SDGs as areas
where it can have a meaningful and sustainable impact:
Sustainability report
SDG target B2Holding’s commitment
5.1: End all forms of discrimination
against all women and girls everywhere.
B2Holding is committed to increasing diversity and ensuring
equal opportunities for all its employees.
8.7: Take immediate and effective
measures to eradicate forced labour,
end modern slavery and human traf-
ficking and secure the prohibition and
elimination of the worst forms of child
labour, (…)
8.8: Protect labour rights and promote
safe and secure working environments
for all workers (…)
8.10: Strengthen the capacity of domestic
financial institutions to encourage and
expand access to banking, insurance,
and financial services for all.
B2Holding is committed to protecting labour rights and
ensuring secure and safe working environments within its
own operations, as well as to uphold the same requirements
throughout its value chain. In 2022, B2Holding will take addi-
tional measures to ensure effective implementation of the UN
Guiding Principles on Business and Human Rights as well as
the Norwegian Transparency Act.
B2Holding commits to continuously work to improve the
treatment of debtors and debtor satisfaction through
corporate standards and complaint management processes.
Additionally, B2Holding seeks to improve efficiency in collec-
tion processes and ensure good quality standards in order
to accelerate the process of reintroducing debtors in the
financial value chain.
Annual report 2021
B2Holding ASA Annual report 2021
30
B2Holding ASA Annual report 2021
30
10.3: Ensure equal opportunity and
reduce inequalities (…)
Financial inclusion and fair treatment of labour is at the very
core of B2Holding’s business. B2Holding continuously seeks
to reintroduce debtors in the financial value chain by provid-
ing sound financial advice.
Furthermore, B2Holding is committed to increase diversity
and ensure equal opportunities for all its employees.
13.2: Integrate climate change mea-
sures into (…) policies, strategies and
planning
B2Holding maps its own emissions as well as its indirect
emissions throughout its value chain. B2Holding is commit-
ted to set science-based targets in line with Science Based
Targets initiative criteria.
16.5: Substantially reduce corruption
and bribery in all their forms
16.6: Develop effective, accountable,
and transparent institutions at all levels
B2Holding has zero tolerance for corruption or bribery as laid
out in its policies on Anti-Corruption and Anti-Money Laun-
dering, and through its Whistleblower mechanism. B2Holding
continuously seeks to strengthen its legal compliance and
transparency in all of its operations.
ESG MANAGEMENT
MANAGEMENT AND GOVERNANCE OF ESG
The Group analyses the needs and requests of its stake-
holders by conducting materiality analyses and has estab lished
a set of minimum KPIs to assess performance. Furthermore,
the Group is committed to report significant changes and
progress related to its implementation of sustain ability on its
website.
In line with the Norwegian Code of Practice for Corpo-
rate Governance (“the Code”) and new recommendations
updated on 14 October 2021, the Board of Directors (the
Board) considers the sustainability of the Company’s objec-
tives, strategies, and risk profiles. The Code’s objective is to
ensure that considerations of sustainability are closely linked
with the Company’s activities and value creation. Further-
more, the Norwegian Accounting Act requires that companies
provide information on matters relating to the environment,
social issues, the working environment, equality and non-
discrimination, respect for human rights, and anti-corruption
and bribery. The Board identifies and assess which aspects
of sustainability are relevant to the Company. In 2021,
B2Holding updated its materiality assessment in line with the
requirements of the GRI standards. As such, the Company is
confident that its approach to managing sustainability risks
and opportunities is compliant with both legal requirements
and good practice.
The Head of Corporate Development is responsible for
ESG within the Company. In 2021, The Board has organised
and authorised the Corporate Sustainability Integration
Committee (CSIC) as a committee reporting to the CEO. Led
by the Head of Corporate Development, the CSIC comprises
members from B2Holding’s business lines, human resources,
risk, compliance, and finance. The CSIC ensures that the
Group’s ESG strategy is anchored and implemented through-
out the organisation. Furthermore, all Group entities have
an appointed local sustainability ambassador to support and
lead local initiatives, in addition to harmonizing with Group
initiatives.
In 2021, B2Holding developed and implemented its
Sustainability Policy which has been approved by the Board.
The policy sets out B2Holding’s standards for how it intends
to work with sustainability and how it expects its employees
and representatives to conduct themselves. The policy will be
reviewed periodically to ensure that B2Holding is doing its
best in this area.
Sustainability report
B2Holding ASA Annual report 2021
31
B2Holding has several policies governing how the Group
works with sustainability issues:
• Sustainability Policy
• Environment and Sustainability Procurement Statement
• Labour and Human Rights Statement
• Responsible marketing and sales Statement
• Supplier Diversity Statement
• Political and Religious involvement Statement
• Business Partner Code of Conduct
• Related Party Transaction Policy
• Health and Safety Statement
• Customer Fair Treatment Policy
• Code of Conduct
• Compliance Policy
• Whistleblower Policy
• Anti-Corruption Policy
• Anti-Money Laundering, Counter Terrorist
Financing and Sanction Policy
• GDPR Policy
• Instructions for Handling Inside
and Confidential Information
• Investment Approval Policy
• Group Transaction Team memo - Covid-19
and contractual impact
• Tax Policy
• Transfer Pricing Policy
• Information Security Policy
ADAPTATION TO ESG DEMANDS
B2Holding is increasingly experiencing requests for ESG
related information and disclosures from its stakeholders.
During 2021, the Group has focused on adopting relevant
ESG standards, integrating processes and routines, and
developing a strategic direction for the Company, as well as
identifying and improving its performance against different
ESG ratings.
The new GRI standard was published late 2021. In line
with the Group’s transparency commitment it has made an
effort to report and disclose performance based on the new
standard that will be mandatory with effect from 2023.
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B2Holding ASA Annual report 2021
32
Preparing for the EU Taxonomy Regulation
B2Holding is closely monitoring the EU’s work on Sustain able
Finance. The new legislative and non-legislative actions in-
troduced in the European Green Deal and the EU Sustain able
Finance Action Plan will require financial market participants
and companies to consider and disclose how they are working
with sustainability in a new and standardized manner.
The EU Taxonomy, a cornerstone of this work, establishes
a classification system with criteria for which economic acti-
vities can be considered environmentally sustainable. Large
companies will be required to disclose to what extent their
turnover, investments and operational costs align with the EU
Taxonomy criteria. Going forward, B2Holding plans to anal-
yse and disclose how the Group’s operations align with the
EU Taxonomy. B2Holding will also assess how the framework
can be used for internal risk management, financial planning,
and strategy processes.
Materiality Assessment
In 2021, B2Holding updated its materiality assessment to
align with the new GRI standards. The assessment was
carried out through interviews with external and internal
stakeholders, with the help of an independent third party.
Following the review, the following topics emerged as material
for B2Holding:
• Fair treatment and satisfaction of customers
• Cybersecurity and data privacy
• Ethical behaviour and anti-corruption
• Training and development
• Responsible acquisition of portfolio and partnerships
• Human rights
• Diversity and inclusion
• Employee health and wellbeing
• Climate change
Over 2021, B2Holding has performed different stakeholder
meetings as included in annex 4, stakeholder engagement on
page 58.
ESG STRATEGY
To support the sustainability ambitions, B2Holding devel oped
an ESG strategy in 2021. The strategy guides the Group’s ESG
work and includes measurable targets that allow tracking goal
achievements. The goals were developed to align with the
SDGs in the areas where B2Holding can have meaningful and
sustainable impact.
The strategy is divided into four strategic lines, which
represent B2Holding’s ESG priorities. These are:
All strategic lines has their own set of goals and targets and
are linked to B2Holding’s material topics. The Group will
track and report on its progress in reaching the targets. The
current strategy will run until 2023, at which point B2Holding
will assess its implementation and develop a new strategy.
2
Responsibility in
the value chain
1
Satisfaction and
improvement of the
knowledge about the
customers
3
Attractive and sustainable
work environment
4
Transparent and credible
management of ESG
• Fair treatment and
satisfacion of customers
• Responsible acquisition
of portfolios and part-
nerships
• Human rights
• Diversity and inclusion
• Training and development
• Safe and sustainable
work environment
• Ethical behaviour
and anti-corruption
• Risk and resilience
• Corporate governance
• Adaptation to ESG
demands
• Credibility and trans-
parency
• Cybersecurity and data
privacy
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B2Holding ASA Annual report 2021
33
LINE OF ACTION:
SATISFACTION AND IMPROVEMENT OF
THE KNOWLEDGE ABOUT THE CUSTOMERS
The strategic line seeks to maintain a culture where
B2Holding ensures the fair treatment and satisfaction
of customers. To achieve this, the following goals and
targets have been set:
LINE OF ACTION:
RESPONSIBILITY IN THE VALUE CHAIN
The strategic line includes the responsible acquisition of
portfolios and partnerships, as well as human rights and
has set the following goal and targets:
Material topic Goals Targets
Fair treatment
and satisfaction of
customers (debtors)
Improve debtor satsifaction Develop and implement debtor survey,
establish baseline and develop targets
for improvement (9 countries)
Improve efficiency in the collection process
and ensure good quality standards
Increase ratio of debtors reintroduced
to the financial chain by 50 %
Material topic Goals Targets
Responsible acquisition of
portfolios and partnerships
Integrate ESG criteria throughout
the value chain
ESG requirements applied in 100 %
of portfolio acquisitions
Human rights Carry out effective human rights due diligence Identify salient human rights issues
Create communication channels with
impacted people
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B2Holding ASA Annual report 2021
34
LINE OF ACTION:
ATTRACTIVE AND SUSTAINABLE
WORK ENVIRONMENT
The strategic line includes diversity and inclusion, training
and development and a safe and sustainable work environ-
ment and includes the following goals and targets:
Material topic Goals Targets
Diversity and inclusion Increase diversity and equal opportunities
within the company
Increase female representation
in C-1 by 2 % in local entities
Zero gender pay gap in all employment
categories by 2025
Training and development Foster talent development among employees 100 % of employees receveing performance
and career development reviews at least
once a year
Annual hours of training per employee rate
at 20 hrs/employee
Safe and sustainable work
environment
Reduce environmental impact Reduce total GHG emissions in line with SBTi
Increase employee satisfaction and wellbeing Maintain level of employee engagement
at score level between 80-100
Decrease voluntary turnover by 23 %
Sustainability report
B2Holding ASA Annual report 2021
35
LINE OF ACTION:
TRANSPARENT AND CREDIBLE
MANAGEMENT OF ESG
The strategic line includes ethical behaviour and anti-
corruption, risk and resilience, corporate governance,
adap t a tion to ESG demands, credibility and transparency,
and cyber-security and data privacy, and includes the
following goals and targets:
Material topic Goals Targets
Ethical behaviour and
anti-corruption
Strengthen legal compliance in all operations Zero corruption
Annual compliance training for all employees
Risk and resilience Strengthen management of ESG risks Maintain negligible risk rating for Sustainalytics
on the ESG risk rating scale ranging from
negligible risk (0-10) to severe risk (40+)
Corporate governance Strengthen management and governance of
ESG issues
Develop and implement group wide ESG related
policies: ESG policy, human rights policy, envi-
ronmental policy, diversity policy, responsible
supplier policy, responsible acquisition policy
Adaptation to ESG demands Integration of ESG standards throughout
operations
Train 100 % employees on ESG topics
Credibility and transparency Increase transparency and credibility of ESG Implement ESG software reporting tool
Cybersecurity and data
privacy
Strengthen cybersecurity and data privacy Annual audit on data privacy and cybersecurity
Sustainability report
B2Holding ASA Annual report 2021
36
ESG Performance
ESG in numbers
Sustainability report
74
Percentage of portfolio acquisitions
where ESG requirements have been
applied
80
of 100 on employee engagement index
67
Percentage of women in the workforce
(head count)
Incidents of corruption
0
Security breaches
0
Sustainalytics rating (negligable risk 0-10)
9.3
100
Percentage of employees with training
in whistleblowing, Code of Conduct
and GDPR
B2Holding ASA Annual report 2021
37
SOCIAL
SATISFACTION AND IMPROVEMENT
OF THE KNOWLEDGE ABOUT CUSTOMERS
Fair treatment and satisfaction of customers
Fair treatment of B2Holding’s customers (debtors) is at the
very core of its business model. The customer is responsible
for any delays in payment, however the consequences shall
not be unreasonable. It is B2Holding’s responsibility to ensure
that the collection process does not cause unreasonable out-
comes. Additionally, B2Holding often engages with people in
vulnerable situations and considers it a responsibility to treat
customers with understanding, respect and dignity. During
2021, the Group has continued the implemented Covid-19
pandemic measures and dedicated resources across the Group
to help those in vulnerable situations. The business units have
adapted their collection strategies, offering payment solu-
tions to accommodate vulnerable groups and those especially
affected by the pandemic.
These commitments guide B2Holding’s behaviour and are
stated in its Code of Conduct, as well as in its values. The
Head of Operations within each business unit is responsible
to ensure that operations are in line with Group policies,
guidelines and standards, whilst the final responsibility lies
with the Head of Unsecured Asset Management and the Head
of Secured Asset Management who are responsible for the
respective business lines and with members of the Group
Executive Management (the Management).
B2Holding’s principal mean to ensure good outcomes for all
parties, including satisfaction of customers, is to find amicable
solutions whenever possible. Through amicable solutions, the
Group considers the customer’s current financial situation
whilst collecting repayments within a reasonable timeframe.
The main goal of B2Holding’s services is to help the
customers solve their indebtedness situation by paying their
debts. The Company has different payment solutions and
plans in place and can measure the impact on the health and
safety of the services it provides. In 2021, the Group mea-
sured this information and found that 5.7 % of total customer
claims were fully repaid (debt free). It is the Group’s intention
to get further details in 2022 by measuring not only fully
repaid debt but also those customers who are reducing their
debt balance with partial payments or payment plans.
B2Holding has established monthly internal Quality and
Auditing Controls in 50 % of its entities (11 out of 22 entities),
where it reviews calls and other actions performed for cus-
tomers in order to assess how it is implementing its commit-
ments. Of all audited calls and actions in 2021, 89 % comply
with B2Holding’s standards.
B2Holding continues to roll out customer surveys to collect
feedback on its services. In 2021, 14 % of the Group’s opera-
tions had implemented and carried out such surveys. Of the
customers surveyed, an average of 83 % were satisfied with
the services.
Complaints received in 2021 from customers concerning
rights, disagreements, or non-conformity represented 0.17 %
of cases during the reporting period. Complaints are handled
on a daily basis by following the collection guidelines in the
respective local entity.
ATTRACTIVE AND SUSTAINABLE
WORK ENVIRONMENT
Employee health and wellbeing
B2Holdings considers the health and wellbeing of its
employe es to be essential in delivering high quality services,
as well as to attract and retain talent. Sick leave is generally
high in the industry and this is an issue the Group is striving
to tackle. The high absence rate can partly be explained by
the nature of call centres, which can be a monotonous yet
stressful work environment with pressure in both quality and
quantity of calls. Therefore, B2Holding approved its Health
and Safety Statement in 2021, which outlines B2Holding’s
commitment to treat the wellbeing and health of the Group’s
employees as a priority. This includes fostering and promot-
ing a health and safety culture among all employees, providing
an appropriate and safe working environment to employees
and visitors, encouraging training on health and safety issues,
and conducting systematic reviews to ensure that health and
safety policies are being implemented correctly.
In order to fully understand how the wellbeing of the
employees can be improved, the Group annually conducts
a Group-wide engagement survey. The survey monitors
engagement levels by giving the employees an opportunity to
KPI 2021 2020
% of claims fully repaid (debt free) 5.7 % N/A
Quality and Auditing Controls
1)
89 % 98 %
Customer satisfaction survey
2)
83 % 98 %
1) In 2020, 45 % of the Group’s operations were covered by a Quality
and Auditing Controls system. This figure increased to 50 % in 2021.
2) In 2020, 10 % of the Group’s business units performed customer
satisfaction surveys. This figure increased to 14 % in 2021. In the
beginning of 2022, it has been implemented in two additional
countries with the goal to implement in the majority of B2Holding’s
entities during 2022.
Sustainability report
B2Holding ASA Annual report 2021
38
share their opinions anonymously. The aim of the survey is to
identify areas for improvements within the organisation, and
the managers use the results to discuss improvement areas
with their teams and to develop action plans together.
B2Holding considers work-life balance to be important
and the Group is always striving to improve its performance
in this area. Although only 43 % of the Group’s entities have
work-life balance measures in place, all entities have different
measures accessible to employees that support work-life
balance to some extent, such as flexible working hours and
work-from-home policies.
3) Professional sick leave ratio calculated as total number of days
lost of employees due to an in-work accident with sick leave and
professional illness over the time period/total number of annual
working hours x 1,000.
4) Accident frequency rate calculated as total number of accidents at
work with sick leave over the time period/total number of annual
working hours x 200,000
Diversity and inclusion
B2Holding believes that a diverse workforce contributes a
wider range of ideas and initiatives, driving innovation and
enhanced performance. The Group aims for its employee
composition to reflect the wider society. B2Holding believes
that combining different competencies and perspectives
results in better quality of debt collection services, both for
clients and customers.
B2Holding seeks to ensure equal opportunities to all indi-
viduals, regardless of gender, ethnicity, or age. The company
emphasises the need to ensure gender diversity, particularly in
top management positions, as well as to properly disclose any
existing pay gap. If pay gaps are revealed, great efforts shall be
dedicated to reducing any such difference. In 2021, the Group
performed an analysis of pay gap showing an overall 6.6 %
pay gap in favour of male employees. This analysis can also
provide a more detailed segmentation regarding functions and
location and will be followed up by implementing changes the
coming years in areas necessary.
KPI 2021 2020
Share of business units with a work-life
balance plan in place
43 % 27 %
Professional sick leave ratio
3)
(excluding parental leave)
0.03 5.30
Accident frequency rate
4)
0.45 0.30
Employee satisfaction (Engagement index) 80/100 80/100
Turnover rate 23 % 35 %
Voluntary turnover rate 16 % 13 %
KPI 2021 2020
Share of women in management
(C-0 and C-1 level)
46 % 49 %
Share of women in the workforce
(head count)
67 % 65 %
Number of nationalities in the workforce 45 42
Share of Business Units with diversity and
inclusion policy in place
38 % 21 %
Sustainability report
Level
C-1
Level
C-0
36 %
Level
C-2
55 %
% of women in management
positions
48 %
Note:
C-0: Local entity CEOs only
C-1: Local entity management
(excluding entity CEOs)
C-2: Local managers reporting to the
entity management or the entity CEO
B2Holding ASA Annual report 2021
39
Board members by age group
<30 yrs 0 %
30 – 50 yrs 43 %
>50 yrs 57 %
Group Management by age group
<30 yrs 0 %
30 – 50 yrs 30 %
>50 yrs 70 %
Origin of employees
Number of countries per continent
Africa 5
Asia 3
Europe 25
North America 2
South America 10
Training and development
B2Holding seeks to treat its clients and customers with trust
and respect, as well as to provide sound financial advice to
each customer based on their individual situation. To do this
well, B2Holding’s employees must be highly competent and
B2Holding considers employee training and development
to be essential to its mission. Furthermore, facilitating and
enabling professional growth is important to retain talent
within the organisation.
To support the Group’s commitment in this area, a digi-
tal learning management platform was launched in March
2021, containing a combination of voluntary and mandatory
content. In 2021, 100 % of employees participated in differ-
ent trainings using either internal or external digital learning
platforms, and each employee underwent an average of ten
hours of training. Over the course of the year, all employees
participated in mandatory trainings on Whistleblowing,
Code of Conduct and GDPR. In 2022 the Group will disclose
information related to training distribution per gender and
function category. In addition, the Group plans to implement
ESG training for all employees to ensure that the management
of sustainability is integrated throughout the organisation.
In 2021, four Group entities (19 % of geographies) had talent
development programs in place, and 29 employees were a
part of a talent development program. The Group’s ambition
is to expand such initiatives to all entities and give employees
the opportunity to reach their true potential.
KPI 2021 2020
Business Units with talent programs
in place
19 % 10 %
Business Units with e-learning platform 100 % 27 %
Employees receiving e-learning training 100 % 32 %
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B2Holding ASA Annual report 2021
40
GOVERNANCE
For B2Holding, good corporate governance means setting
high ethical standards and is key to identifying and managing
risks, as well as to visualize, plan, and fulfil the goals of the
Company. The implementation of good corporate gover-
nance practices also contributes to the efficiency of processes,
reduction of costs and access to financing. Moreover, good
governance fosters an ethical and responsible organisational
climate, which increases the Company’s ability to attract and
retain employees, maintain team commitment, and ensure a
positive perception.
Good governance is a key element to promote ethical
behaviour at B2Holding, which is essential to gain the trust
of our stakeholders.
TRANSPARENT AND EFFECTIVE
MANAGEMENT OF ESG
B2Holding’s Code of Conduct was reviewed, updated, and
approved by the Board in 2020. It is communicated to the
Group’s employees and business partners during the onboard-
ing process. The Code of Conduct is accessible on B2Hold-
ing’s website, as well as through its internal communication
platforms. It has been translated into local languages and is
essential to ensure that a common culture takes hold within
the organisation. To support the implementation across the
organisation, various workshops and mandatory training
sessions were conducted during 2021.
Ethical behaviour and anti-corruption
Corruption represents a risk to B2Holding’s operations
due to the high number of transactions passing through its
organisation daily. Additionally, the Group has a presence in
some countries and markets with higher exposure to financial
crime, which requires extra vigilance when operating in these
countries.
B2Holding’s presence in different locations are ranked
accor ding to Transparency International Corruption Percep-
tion Index as shown in the table on this side.
B2Holding has a zero-tolerance policy against corruption,
including the abuse of entrusted power, illegitimate personal
benefits, or private gain. Employees are not permitted to
receive gifts or personal benefits in any form from other
stakeholders, as this may cause their decision-making to be
based on other factors than sound financial principles.
This commitment is outlined in B2Holding’s Code of
Conduct and applies to employees, suppliers, vendors and
business partners. Furthermore, the Group’s Anti- Corruption
Policy is rooted in the Code of Conduct, and outlines what
is meant by corruption, the related risks, and how em-
ployees should respond, as well as the responsibilities and
Country 2021 Rank Score
Finland 1 88
Denmark 1 88
Norway 4 85
Sweden 4 85
Luxembourg 9 81
Estonia 13 74
France 22 71
Lithuania 34 61
Spain 34 61
Latvia 36 59
Slovenia 41 57
Italy 42 56
Poland 42 56
Czech Republic 49 54
Cyprus 52 53
Greece 58 49
Croatia 63 47
Montenegro 64 46
Rumania 66 45
Hungary 73 43
Bulgaria 78 42
Serbia 96 38
Bosnia 110 35
Sustainability report
TRANSPARENCY INTERNATIONAL
CORRUPTION PERCEPTION INDEX
B2Holding ASA Annual report 2021
41
consequences when corruption is detected. An updated
version of the Group Anti-Corruption Policy is currently
being prepared and will be finalised in the beginning of 2022.
B2Holding’s exposure to corruption risk is assessed to be
largely related to the acquisition of debt portfolios when these
are not sold through regulated channels. Such sales are guided
by the authorisation hierarchy, which is set out in the Corporate
and Secured Asset Management Resolution Policy. The policy
seeks to ensure appropriate delegation of authorities between
the various levels of decision making.
The responsibility for identification, management, and
reme diation of non-ethical and/or corruption risks are
divided as follows:
• Business Operations own and manage risks
(the first function),
• The Compliance and Risk Management functions
support the implementation of risk and compliance
management procedures, as well as measuring, monitoring,
following up and reporting any risks (the second function),
and
• The Internal Auditor independently evaluates the
governance, risk management and control processes within
the first and second reporting functions (the third function).
• Ultimate responsibility lies with the Board.
An essential aspect for responsible business conduct is the
implementation of a whistleblowing channel, and in 2021
B2Holding launched a whistleblowing channel covering all
business units. The internal whistleblowing channel, which
has been set up in collaboration with an external service
provider, ensures confidentiality and anonymous reporting.
B2Holding encourages its employees to use the Whistle-
blowing channel to report misconduct, violations and/or
breaches (irregularities) which are deemed to be “protected
disclosures”. Whistleblowing Functions have been appointed
locally and at the Group level and trained in order to handle
Whistleblowing reports and conduct investigations. When
necessary, corrective and remedial measures are implement-
ed. To ensure individuals are comfortable reporting concerns,
B2Holding prohibits any form of retaliation against good faith
reports. Once the investigation has been duly completed, a
final report is drafted, outlining the main conclusions and
recommendations. Once the report is done, this is received by
the corresponding body (i.e. Local management, local super-
visory team or Group management if appropriate) to decide
on the measures to put in place following recommendations.
The channel is currently only available for employees,
although the Group intends to expand its reach in due course.
To ensure the purpose of the whistleblowing mechanism
was understood, a mandatory course was provided tothe
entire organisation together with the launch. Further,
B 2Holding ensures compliance with the principles, rules and
processes foreseen in the EU Whistleblowing Directive by
implementing the Group Whistleblowing Policy to guide the
operation of the whistleblowing mechanism. The steps of
the process, from the receipt and registration of the whistle-
blowing report to the decision of Management, are described
in the Policy.
The whistleblowing channel was launched towards the
end of 2021, therefore the number of reported cases does
not reflect the full year. In 2020, the information disclosed
as “incidents reported as whistleblowing channel” where
incidents reported to local entities that had a local channel
in place at the time.
In 2021, the Compliance function implemented and
deployed mandatory training, which was conducted by the
whole organisation. Over the year compliance reporting has
also been fully implemented via the Group reporting plat-
form. Reporting takes place on a quarterly basis to follow
up performance as well as to review incidents, management
processes and implement necessary corrective measures. The
central Compliance function has met with all entities to set up
and train for the Annual Compliance Program (ACP), and for
2022, meetings have been set up with all business units. To
help the local Compliance functions plan for compliance and
GDPR activities for 2022, the ACP also aims at reviewing the
status of measures and activities completed in 2021. As such,
the function of the ACP is two-fold: review what has been
done the previous year and assist in the planning of activities
for the coming year.
Risk and resilience
The Covid-19 pandemic has caused more awareness about
the resilience of companies. For B2Holding it is essential to
have prevention plans and robust risk management systems
in place to identify, evaluate and manage the potential risks
that might impact the Company’s activities and performance,
including ESG issues.
Stakeholder engagement and transparency
B2Holding considers transparency and accessibility crucial
for growth and it is essential for B2Holding to ensure good
internal and external communication based on corporate
KPI 2021 2020
Incidents reported as
whistleblowing channel
10 11
Incidents reported as discrimination
or harassment
1 11
Confirmed incidents of corruption 0 0
Sustainability report
B2Holding ASA Annual report 2021
42
values. As a publicly listed company, stakeholders are provided
with access to information regarding regulatory compliance
including financial and non-financial information.
During 2021, B2Holding has performed 12 meetings with
different stakeholders with different goals. As shown in annex
4, Stakeholder engagement, on page 58 the Company and
stakeholders have reviewed expectations and concerns in
order to update and manage any potential issues. Some per-
formance achievements have also been reviewed and updated.
Cybersecurity and data privacy
In the current digital world, globalization and data sharing
have triggered an increase in cyberattacks and data breaches.
Data privacy is of the utmost importance for the millions of
individuals affected by B2Holding’s business. Consequent-
ly, data privacy is a major concern for the Group Executive
Management.
B2Holding prioritises developing and implementing
prevention plans to avoid cyberattacks and data breaches,
and to secure the Company’s information. As online services
and digitalisation are part of B2Holding’s business model, the
Group is firmly committed to developing the necessary cyber-
security tools to tackle the associated risks. Confidentiality,
integrity, and availability are respected during the whole data
processing cycle: collection, processing, storage, and erasure
with the aim of protecting customers’ personal data.
B2Holding’s policies and prevention plans are revised and
updated regularly to appropriately handle customer privacy
and personal data processing. Cybersecurity and data privacy
are governed through the following policy documents:
• GDPR Policy
• Personal Data Breach Management Policy
• Cookie Files Policy
• Risk Analysis Policy
• Information Security Policy
B2Holding has an external Group Data Protection Officer
(DPO) and all Group entities use dedicated DPOs where
required. The Group entities have IT software to ensure
compliance with GDPR requirements, and Data Protection
training is provided to current employees as part of the
regular training programs and to new employees as part of
the onboarding process. The training is mandatory and is
conducted on an annual basis.
RESPONSIBILITY IN THE VALUE CHAIN
Responsible acquisition of portfolios and partnerships
B2Holding works with different organisations, such as
vendors or co-investors, to acquire non-performing loans,
where the aim is to establish mutual trust agreements with-
out incurring any unwanted risks. B2Holding’s acquisition of
non- performing loans and third-party debt collection services
have important ESG implications. These are related to, but
are not limited to, corruption, treatment of debtors, commer-
cial strategies, certain reputational activities, anti-competitive
practices, and legal sanctions.
In September 2021, a Responsible Marketing and Sales
Statement was approved by the Head of Corporate Develop-
ment. The statement provides guidelines to manage marketing
and sales activities in an ethical and responsible manner, en-
suring that business units do not partner with non-compliant
business partners. Further, it provides guidelines on develop-
ing a well-defined marketing and sales process in compliance
with all applicable laws, as well as to avoid and minimise
claims, risk of fraud, or incorrect invoicing that could have a
negative impact to B2Holding’s business relationships, brand
name and reputation. In relation to portfolio investments,
B2Holding has developed an unique principle in its portfolio
acquisitions to not partner with any business partner that has
certain defined characteristics that present a high ESG risk.
Such characteristics include the use of unfair pricing practices,
the use of lending terms that can be regarded as offensive,
abusive, or that deviate from market rates, or pursuing
aggressive sales or lending methods which can be considered
unfair. In addition, entities that offer consumer loans with a
short duration against a high interest rate shall normally not
be accepted as business partners, and when they are accept-
ed, shall be subject to increased caution in the due diligence
process. During 2021, at least 74 % of total acquisitions used
these ESG criteria.
Human rights
B2Holding is committed to ensuring respect for the inherent
dignity of people and their inalienable rights as a fundamental
part of its corporate responsibility, and as an essential require
-
ment for conducting its business activities in any country or
social environment. For this reason, B2Holding is committed
to the UN Guiding Principles on Business and Human Rights
(UNGPs). The Group views human rights as those rights
recognised by the International Bill of Rights and
the Core
Conventions of the International Labour Organisation.
The recent year, B2Holding has worked to strengthen its
commitment to human rights and has developed its Labour
and Human Rights Statement, approved by the Head of
Corporate Development, to anchor its work. B2Holding’s
Code of Conduct supports these fundamental principles
KPI 2021 2020
Security and data privacy breaches 0 0
Sustainability report
B2Holding ASA Annual report 2021
43
and is the Group’s foundation for building and sustaining
professional and long-term relations with its stakeholders and
maintaining high ethical standards in every decision made.
The Labour and Human Rights Statement of the Group
covers UN Global Compact’s Ten Principles, the UNGPs’
“Protect, Respect and Remedy Framework”, and International
Labour Organization Conventions 87, 98 and 111. The Labour
and Human Rights Statement is to be read in conjunction
with B2Holding’s Sustainability Policy and outlines the labour
and human rights recognised by B2Holding to its employees
irrespective of their role and the country in which they work,
to its customers, and to the local communities where the
Group operates.
The Group is taking additional measures to ensure com-
pliance with the new Norwegian Transparency Law which
comes into force in July 2022. This law requires companies to
carry out human rights’ due diligence in line with the OECD
Guidelines for Multinational Enterprises. In addition, com-
panies must report on the actions taken to mitigate adverse
human rights impacts and their effectiveness, as well as to
respond to requests for information from the public.
As a first step to comply with the law, B2Holding has part-
nered with an external independent third party to identify its
salient human rights issues. These are:
• Vulnerable people
• Privacy and data protection
• Stakeholder engagement
• Labour rights
• Access to Remedy
B2Holding will review its salient issues on a regular basis as it
works with and improves its performance on these issues.
ENVIRONMENT
CLIMATE CHANGE
Climate impacts
In September 2021, the Group approved The Environmental
and Sustainable Procurement Statement that outlines how
B2Holding expects employees and business units to act and
perform their activity in a sustainable manner to reduce the
Group’s environmental impact, and how the Group integrates
environmental considerations in its procurement processes.
The statement sets out the strategic framework and model for
the Group’s various initiatives with regards to environmental
management.
The share of business units with an energy consumption
plan or a policy developed and implemented has increased
from 14 % in 2020 to 17 % in 2021. In December 2021,
B2Holding committed to develop science-based emissions
reduction targets in line with the Science-Based Target
initiative criteria.
An important target for 2021 has been to provide a climate
accounting for all Group entities. The climate accounting in
the table is presented according to the GHG protocol
5)
and
includes all subsidiaries where B2Holding holds financial
control
6)
. As part of the Group strategy to reduce CO emis-
sions, the business unit in Italy purchased guarantees of origin
for its entire electricity consumption in 2021.
Scope Definition
Tonnes of CO
2
equivalents
(2021)
1 All direct Greenhouse Gas
(GHG) emissions from sources
that are owned or controlled
by the reporting entity.
427.98
2 Indirect GHG emissions from
consumption of purchased
electricity (location-based),
district heating and cooling.
538.01
2 Indirect GHG emissions from
consumption of purchased
electricity (market-based),
district heating and cooling.
691.35
3 Other indirect emissions,
including business travel
(flights) and car allowance.
1218.14
Calculations above are based on conversion factors from DEFRA,
AIB, the Norwegian Environment Agency and the Norwegian District
Heating Association.
5) Defra emission factors for fuels and air travel have been applied
for scope 1 and 2 calculations. AIB’s European residual mix and
production mix have been applied for scope 2 calculations. For district
heating, the European average according to the IEA has been applied
for Croatia, France, Italy, Latvia, Lithuania, Romania and Slovenia.
For Sweden, Energiföretagen’s emission factor has been applied.
For Norway, an estimation has been made based on numbers from
Norsk Fjernvarmeforening. Emissions from car allowances has been
calculated according to SSB estimation of CO2 per passenger.km.
6) Luxembourg, Ultimo Portfolio, are excluded from the Scope 2
emissions. Czech Republic, B2 Kapital Czech Republic s.r.o., electricity
data is based on 2020 numbers. Both Bosnia and Herzegovina, B2
Kapital d.o.o., and Montenegro, B2 Kapital d.o.o., are excluded from
Scope 1,2 and 3 calculations.
Sustainability report
B2Holding ASA Annual report 2021
44
Climate risks
In January 2022, B2Holding conducted a climate risk review
according to the Task Force on Climate-Related Financial
Disclosures (TCFD) recommendations. The review found
that there are some associated indirect climate-related risks
in the Group’s secured debt portfolio, however, these risks are
considered low and are partly mitigated through its operations.
Findings and recommendations based on the TCFD
framework:
Additionally, the review identified relevant gaps in
B2Holding’s management approach, and the Group aims
to implement monitoring of climate-related risks in its risk
management systems. B2Holding will continue to assess cli-
mate-related risks and opportunities on a frequent basis
to further improve its resilience.
Sustainability report
Findings Recommendations
Governance • The Board is presented with certain climate
related risks, however, no frequent or
comprehensive overview of risks provided.
• Board oversight should include external
climate related risks and financial conse-
quences.
• Board to be briefed on climate risk
alongside, and on the same basis,
as other business risks.
Strategy • No strategy or approach on how to mitigate
and adapt to climate change, as risks
identified are considered short-term and
low risk.
• Develop strategy to systematic map
and assess implication of climate risks
and opportunities.
• Develop strategy to anticipate climate
change-related public policies and market
developments.
• Ensure that strategy includes financial
planning for adaptation and business
opportunities i.e. capitalising on
opportunities.
Risk
management
• Risks are flagged top-down, however, there
are no systematic review of B2Holdings total
portfolio exposure to climate risk.
• Climate risks are not systematically
integrated into B2Holding’s overall risk
management.
• Integrate climate risk into ERM systems
across the organisation.
• Establish a streamlined process for
assessing and managing high impact
risks at management level.
Metrics and
targets
• B2Holding are disclosing Scope 1, 2 and3
emissions figures on an annual basis. How-
ever, reporting does not cover the entire
organisation.
• B2Holding is committed to develop science-
based emission reduction targets in line
with Science-Based Targets Initiative (SBTi)
criteria
• Calculate complete Scope 1, 2 and 3
emissions for the entire company
• Identify where the largest emissions
impacts are, and aim for a higher data
quality for these emissions
B2Holding ASA Annual report 2021
45
GRI Standard Disclosure Location
GRI 2: General
Disclosures 2021
2-1 Organizational details
www.b2holding.no/About, www.b2holding.no/About/Markets
2-2 Entities included in the
organization’s sustainability
reporting
This is B2Holding, page 4-5
2-3 Reporting period, frequency
and contact point
Annual reporting for the reporting period: 01.01.2021 to 31.12.2021
Published: April 2022
Contact point: María Haddad Sanchez de Cueto at mah@b2holding.no
2-4 Restatements of information None
2-5 External assurance The Board of Directors reviews and approves the Sustainability Report.
It is the Company's intention to get external assurance in the future.
2-6 Activities, value chain and
other business relationships
This is B2Holding, page 4-5
Sustainability report annexes
ANNEX 1: GRI INDEX
Statement of use: B2Holding has reported in accordance with
the GRI Standards for the period 01.01.2021 to 31.12.2021
GRI 1 used: GRI 1: Foundation 2021
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
46
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
GRI 2: General
Disclosures
2021
2-7 Employees Annex 2: General
disclosures on
employees, page 54
b) Report the total number of:
i. permanent employees, and
breakdown by gender and by region,
ii. Temporary employees, and
breakdown by gender and region,
iv. Full-time and part-time employees,
and breakdown by gender and by
region
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
2-8 Workers who
are not employees
At the end of 2021,
B2Holding had 97
workers (head count)
who are not employ-
ees and whose work
is controlled by the
organisation. These
were mainly phone
agents and temporary
workers from external
recruitment agencies.
2-9 Governance
structure and
composition
Corporate governance
report, page 60
The are no employee
representation in the
Board
2-10 Nomination
and selection of
the highest gover-
nance body
Corporate governance
report, page 64
2-11 Chair of the
highest
governance body
The chair of the Board
is not a senior execu-
tive in B2Holding.
2-12 Role of the
highest gover-
nance body in
overseeing the
management of
impacts
ESG management,
page 30
2-13 Delegation of
responsibility for
managing impacts
ESG management,
page 30
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
47
GRI Standard Disclosure Location
GRI 2: General
Disclosures 2021
2-14 Role of the highest governance
body in sustainability reporting
The ESG strategy plan, as well as materiality review. ESG strategy
goals are presented to the Board and approved by them.
2-15 Conflicts of interest
www.b2holding.no/About/Code-of- Conduct
2-16 Communication of critical
concerns
Annual review and risk management.
The Management reported issues related to operation, collection/
recovery issues, organisation, risk factors, sustianability issues,
liquidity issues, financial performance, status of projects, governance
issues, compliance issues, investments with purchase price exceeding
EUR 20 mill, effects on the pandemic - No issues with a risk described
as critical.
2-17 Collective knowledge of the
highest governance body
B2Holding has introduced quarterly updates in any legislation change
affecting the company on ESG and strategy implementation.
2-18 Evaluation of the performance
of the highest governance body
Sustainability report, page 30-32
2-19 Remuneration policies
Instructions for the Remuneration Committee (b2holding.no)
2-20 Process to determine
remuneration
Instructions for the Remuneration Committee (b2holding.no)
2-21 Annual total compensation
ratio
Average gross annual base pay of local entity CEOs are 3.96 times the
average gross annual base pay for B2Holding in total. The Compen-
sation & Benefits study conducted in 2021 showcase only a snapshot
based on information reported at that specific time. B2Holding does
not have an historical overview of these numbers. 
2-22 Statement on sustainable
development strategy
Sustainability CEO statement, page 27
2-24 Embedding policy
commitments
Sustainability report, page 30-31 and 40-41
2-25 Processes to remediate
negative impacts
B2Holding has in 2021 developed a significant number of policies
and statements that are related to sustainability topics. Over 2022,
processes to remedy any negative impact will be developed.
2-26 Mechanisms for seeking
advice and raising concerns
Transparent and effective management of ESG, page 40
2-27 Compliance with laws
and regulations
B2Holding has not received any fines, nor sanctions of instances of
non-compliance with laws and regulations
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
48
GRI Standard Disclosure Location
GRI 2: General
Disclosures 2021
2-28 Membership associations Annex 3: Membership Associations, page 57
2-29 Approach to stakeholder
engagement
Transparent and effective management of ESG, page 40
ESG management, page 30
Annex 4: Stakeholder engagement, page 58
2-30 Collective bargaining
agreements
31.4 % of B2Holding's employees are covered by a collective bargain-
ing agreement (CBA). Employees with no CBA are all covered by local
labour laws and regulations. The reasons for not being included in a
CBA are that it does not exists in the country, it is not compulsory or
the company is not large enough to be in a CBA.
GRI 3: Material
Topics 2021
3-1 Process to determine
material topics
ESG management, page 30
Transparent and effective management of ESG, page 40
B2Holding revised its materiality assessment in 2021 with an external
third party. B2Holding identified its potential and actual impacts,
and assessed the significance of these. The findings where calibrated
and validated in a workshop to conclude on a list of material topics.
3-2 List of material topics ESG management, page 30
Fair treatment and satisfaction of debtors
GRI 3: Material
Topics 2021
3-3 Management of material topics Fair treatment and satisfaction of debtors, page 37
GRI 416: Customer
Health and Safety
2016
416-1 Assessment of the health
and safety impacts of product
and service categories
Fair treatment and satisfaction of debtors, page 37
416-2 Incidents of non-compliance
concerning the health and safety
impacts of products and services
B2Holding had 4,743 of incidents of non-compliance with voluntary
codes concerning the health and safety impacts of products and
services (internal quality standards). The nature of non-compliance
with voluntary codes are those related to internal collection guide-
lines that do not reach the quality of negotiations and/or solutions
provided to customers.
Cybersecurity and data privacy
GRI 3: Material
Topics 2021
3-3 Management of material topics Cybersecurity and data privacy, page 42
GRI 418: Customer
Privacy 2016
418-1 Substantiated complaints
concerning breaches of customer
privacy and losses of customer data
The Company has not received any subtantiated complaints as
defined above in the reporting period regarding breaches of costomer
privacy and lossess of customer data
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
49
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
Ethical behaviour and anti-corruption
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Transparent and
effective management
of ESG, page 40
GRI 205: Anti-
corruption
2016
205-1 Operations
assessed for
risks related to
corruption
Transparent and
effective management
of ESG, page 40
The total number and percentage of
operations assessed for risks related
to corruption
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
205-2 Communi-
cation and training
about anti-corrup-
tion policies and
procedures
Transparent and
effective management
of ESG, page 40
All employees (100
%) have received the
organisation’s anti-
corruption policies
(Code of Conduct)
and procedures and
training. 205-2 b) & e)
Annex 2: General
disclosures on
employees, page 54
a. Total number and percentage of
governance body members that the
organisation’s anti-corruption policies
and procedures have been communi-
cated to, broken down by region.
c. Total number and percentage of
business partners that the organi-
zation’s anti-corruption policies and
procedures have been communicated
to, broken down by type of business
partner and region. Describe if the
organisation’s anti-corruption policies
and procedures have been com-
municated to any other persons or
organizations.
d. Total number and percentage of
governance body members that have
received training on anti-corruption,
broken down by region.
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
205-3 Confirmed
incidents of
corruption and
actions taken
Transparent and
effective management
of ESG, page 40
Zero incidents of
corruption in 2021.
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
50
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
Training and development
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Attractive and sustain-
able work environment,
page 37
GRI 404:
Training and
Education
2016
404-1 Average
hours of train-
ing per year per
employee
Attractive and sustain-
able work environment,
p
age 37
On average
10 hrs/employee
were performed.
a. Average hours of training that the
organization’s employees have under-
taken during the reporting period by:
i. gender
ii. employee category
Information
unavailable
B2Holding
has provided
the total
number, and
will seek to
report by
gender and
employee
category in
2022.
404-2 Programs
for upgrading
employee skills
and transition
assistance
programs
Attractive and sustain-
able work environment,
page 37
404-3 Percentage
of employees
receiving regular
performance and
career develop-
ment reviews
Attractive and sustain-
able work environment
,
page 37
A total of 53.2 % of
B2Holding's employees
received regular per-
fomance and career
development reviews.
a. Percentage of total employees by
gender and by employee category
who received a regular performance
and career development review during
the reporting period.
Information
unavailable
B2Holding
has provided
the total
number, and
will seek to
report by
gender and
employee
category in
2022.
Sustainability report
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
51
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
Responsible acquisition of portfolio and partnerships
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Responsibility in the
value chain, page 42
Custom
Significant invest-
ment agreements
and contracts that
include environ-
mental clauses or
that underwent
environmental
screning
a. Total number and percentage of
significant investment agreements and
contracts that include environmental
clauses or that underwent human
rights screening.
b. The definition used for ‘significant
investment agreements’.
Information
unavailable
B2Holding
is planning
to include
environmen-
tal clauses
in contracts
and carry
out environ-
mental
screening as
part of their
acquisition
procedures,
and report
accordingly
in 2022.
GRI 412:
Human rights
assessment
2016
412-3 Signifi-
cant investment
agreements and
contracts that
include human
rights clauses or
that underwent
human rights
screening
Responsible acquisi-
tion of portfolios and
partnerships, page 42
At least 74 % of
significant investment
agreements under-
went or include human
rights clauses. It is in
relation to the Groups
main activity as NPL
investor.
Human rights
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Responsibility in
the value chain,
page 42
GRI 412:
Human rights
assessment
2016
412-2 Employee
training on human
rights policies or
procedures
a. Total number of hours in the re-
porting period devoted to training on
human rights policies or procedures
concerning aspects of human rights
that are relevant to operations.
b. Percentage of employees trained
during the reporting period in human
rights policies or procedures concern-
ing aspects of human rights that are
relevant to operations.
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
Sustainability report
B2Holding ASA Annual report 2021
52
Sustainability report
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
Diversity and inclusion
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Attractive and sustain-
able work environment
,
page 37
GRI 405:
Diversity
and Equal
Opportunity
2016
405-1 Diversity of
governance bod-
ies and employees
Attractive and sustain-
able work environment,
page 37
The board of directors
have three women and
four men.
b. Percentage of employees per
employee category in each of the
following diversity categories:
ii. Age group: under 30 years old,
30-50 years old, over 50 years old
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
405-2 Ratio of
basic salary and
remuneration of
women to men
Attractive and sustain-
able work environment,
page 37
a. Ratio of the basic salary and
remuneration of women to men for
each employee category, by significant
locations of operation.
b. The definition used for ‘significant
locations of operation’.
Information
unavailable
B2Holding
has reported
total ratio of
basic salary
of man an
women, and
will seek
to report
for each
emplyee
category by
significanct
location of
operation in
2022.
GRI 406:
Non-discrimi-
nation 2016
406-1 Incidents of
discrimination and
corrective actions
taken
There where no
reported incidents
of discrimination
reported in 2021.
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
53
Omission
GRI Standard Disclosure Location Requirement(s) omitted Reason Explanation
Employee health and wellbeing
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Attractive and sustain-
able work environ-
ment, page 37
GRI 401:
Employment
2016
401-1 New
employee hires
and employee
turnover
Annex 2: General
disclosures on
employees, page 54
a. Rate of new employee hires during
the reporting period by region.
b. Rate of employee turnover during
the reporting period, by age group and
gender.
Information
unavailable
B2Holding
will seek to
report rate
on hires and
turnover by
region, age
group and
gender in
2022.
GRI 403:
Occupational
Health and
Safety 2018
403-6 Promotion
of worker health
a. An explanation of how the organi-
zation facilitates workers’ access to
non-occupational medical and health-
care services, and the scope of access
provided.
b. A description of any voluntary
health promotion services and pro-
grams offered to workers to address
major non-work-related health risks,
including the specific health risks
addressed, and how the organization
facilitates workers’ access to these
services and programs.
Information
unavailable
B2Holding
will seek to
report on
this in 2022.
403-10 Work -
related ill health
i) No fatalities re-
ported as a result of
work-related ill health,
page 38
ii) Nine cases record-
able work-related ill
health, mainly as "in
itinere" accidents on
the way to work
b. A description of any voluntary
health promotion services and pro-
grams offered to workers to address
major non-work-related health risks,
including the specific health risks
addressed, and how the organization
facilitates workers’ access to these
services and programs.
Confidentiali-
ty constraints
The main
types of
work-related
ill health are
not reported
due to
employees'
and workers'
right to
privacy.
Climate change
GRI 3: Material
Topics 2021
3-3 Management
of material topics
Climate change,
page 43-44
GRI 305:
Emissions
2016
305-1 Direct
(Scope 1) GHG
emissions
Climate change,
page 43-44
305-2 Energy
indirect (Scope 2)
GHG emissions
Climate change,
page 43-44
TCFD Climate change,
page 43-44
Sustainability report
B2Holding ASA Annual report 2021
54
Sustainability report
B2Holding ASA Annual report 2021
ANNEX 2: GENERAL DISCLOSURES ON EMPLOYEES
G2, 2-7
Reporting period: 01.01.2021 – 31.12.2021
Female Male Total
B2Holding ASA 10 17 27
Bosnia 4 2 6
Bulgaria 139 66 205
Croatia 111 54 165
Cyprus 19 11 30
Czech Rep 1 1 2
Denmark 28 7 35
Estonia 18 5 23
Finland 109 38 147
France 62 26 88
Greece 76 62 138
Hungary 13 3 16
Italy 8 13 21
Latvia 67 34 101
Lithuania 35 4 39
Luxembourg 9 7 16
Montenegro 1 - 1
Norway 3 4 7
Poland 334 181 515
Romania 155 66 221
Serbia 5 4 9
Slovenia 15 3 18
Spain 240 89 329
Sweden 31 40 71
Total 1 493 737 2 230
By gender and region (head count)
B2Holding ASA Annual report 2021
55
Employees with anti-corruption policies
and procedures communicated
Employees with anti-corruption policies
and procedures training
Female Male Total Female Male Total
B2Holding ASA 10 17 27 10 17 27
Bosnia 4 2 6 4 2 6
Bulgaria 139 66 205 139 66 205
Croatia 111 54 165 111 54 165
Cyprus 19 11 30 19 11 30
Czech Rep 1 1 2 1 1 2
Denmark 28 7 35 28 7 35
Estonia 18 5 23 18 5 23
Finland 109 38 147 109 38 147
France 62 26 88 62 26 88
Greece 76 62 138 76 62 138
Hungary 13 3 16 13 3 16
Italy 8 13 21 8 13 21
Latvia 67 34 101 67 34 101
Lithuania 35 4 39 35 4 39
Luxembourg 9 7 16 9 7 16
Montenegro 1 - 1 1 - 1
Norway 3 4 7 3 4 7
Poland 334 181 515 334 181 515
Romania 155 66 221 155 66 221
Serbia 5 4 9 5 4 9
Slovenia 15 3 18 15 3 18
Spain 240 89 329 240 89 329
Sweden 31 40 71 31 40 71
Total 1 493 737 2 230 1 493 737 2 230
By gender and region
Sustainability report
G205-2 B) & D)
Reporting period: 01.01.2021 – 31.12.2021.
B2Holding ASA Annual report 2021
56
People entering,
female
People entering,
male
People entering
by age group: <30
People entering
by age group: >50
People entering
by age group: 30-50
People leaving,
female
People leaving,
male
People leaving
by age group: <30
People leaving
by age group: >50
People leaving
by age group: 30-50
Bulgaria 27 18 14 0 29 52 20 11 4 57
Croatia 5 3 0 0 8 21 10 11 3 17
Cyprus 19 15 4 12 15 0 1 1 0 0
Czech Rep. 1 0 0 0 0 0 0 0 0 0
Estonia 0 2 2 0 0 1 1 0 0 2
Denmark 1 0 4 0 1 2 6 1 1 2
Finland 15 1 6 2 8 7 7 7 0 7
France 9 10 8 1 10 9 12 3 2 16
Greece 13 21 9 2 23 10 9 1 0 19
Hungary 5 0 3 0 2 13 4 4 4 9
Italy 2 3 0 0 3 4 11 0 1 14
Latvia 117 46 48 15 99 14 3 12 0 5
Lithuania 1 0 0 0 1 3 0 0 1 2
Luxembourg 0 0 0 0 0 2 0 1 0 1
Norway 1 1 0 1 1 1 2 1 1 1
Poland 34 23 27 3 27 50 30 36 5 39
Romania 20 12 16 0 16 24 21 17 0 28
Serbia 0 0 0 0 0 2 1 1 0 2
Slovenia 1 0 0 0 1 6 0 2 0 4
Spain 27 19 14 5 27 47 53 22 19 59
Sweden 12 8 12 0 8 9 6 9 1 6
Total 310 182 167 41 279 277 197 140 42 290
By gender, region
and age range
Sustainability report
G401-1
Reporting period: 01.01.2021 – 31.12.2021.
B2Holding ASA Annual report 2021
57
ANNEX 3: MEMBERSHIP ASSOCIATIONS
GRI 2, 2-28
Reporting period: 01.01.2021 – 31.12.2021
Sustainability report
1 Bulgarian Receivables Management Association
2 Bulgarian Chamber of Commerce and Industry Investment Council
3 Danish Business Association
4 TCM Group
5 Danish Debt Collection Association
6 EK Confederation of Finnish Industries
7 Service Sector Employers Palta
8 SPL Suomen Perimistoimistojen liitto
9 Business in Ostrobothnia and JCI Vaasan nuorkauppakamari
10 FIGECl
11 Confederation of Small and Medium-sized Enterprises
12 Hungarian association of debt managaers and business information providers
13 Unirec
14 Confcommercio
15 The association of credit and collection professionals (ACA International)
16 Debt collectors’ association of Latvia
17 Latvian Chamber of Commerce and Industry (LCCI)
18 Creditreform International
19 The association of Credit Management companies
20 Virke AS
21 B2B Arena
22 The trade association Aalesund
23 Association of Financial Companies in Poland
24 Polish Confederation Lewiatan
25 Association of Commercial Receivables Management (“AMCC”)
26 AKUPS
27 Workers Commission - General Union of Workers
28 The West Sweden Chamber of Commerce
29 The Swedish Credit Management Association
30 Swedish Debt Collection Association
31 Data Protection Forum
B2Holding ASA Annual report 2021
58
ANNEX 4: STAKEHOLDER ENGAGEMENT
The table below describes B2Holding’s approach to stakeholder
engagement, including frequency of engagement by type and by
stakeholder group, as well as key topics and concerns that have
been raised and how B2Holding responded.
Sustainability report
Stakeholder group Type of contact and frequency Key topics and concerns raised B2Holding’s response
Customers
(debtors)
• Daily contact through website,
email, phone, letters, SMS
• Debtor survey
• Customer service
Covid-19 crisis financial
implications related to
employment.
Protocols and procedures intro-
duced in 2020 that have proved
resilient through the pandemic.
Special focus on customers
in vulnerable circumstances.
Fair customer treatment policy
approved.
Business partners
and financial
vendors
• Industrial forums
• Regular meetings
• Valuation processes
• Pandemic implications for
defaults.
• Regulatory changes and
implications for their assets
under management.
• Post-sale reputational risks.
• Implemented protocols
adapting collection
strategies to Pandemic.
• Increased focus to address
partners’ and vendors’
expectations.
Investors (lenders
and shareholders)
• Quarterly reporting
• Press releases, investor
presentations, road shows
• Regular meetings
• Share price
• Company performance &
competitiveness
• Capital structure
• Market development
• Regulatory environment
• External credit ratings
• ESG management
• Provided trading updates to
the investor community with
focus on pandemic-related
measures during the first wave.
• All quarterly presentations and
investor presentations were
carried out digitally.
• ESG increasing demands
and expectations addressing
Human Rights, as well as
target setting and monitoring
tools implementation.
• Environment and climate
initiatives commitment.
Employees • Internal communication plat-
form (Workplace)
• HR onboarding programmes
• Daily digital or face-to-face
interactions
• Digital training and feedback
sessions
• Work from home policies
(WFH)
• Pandemic employment un-
certainly impacts Health and
safety
• WFH policies in place for the
longer term with hybrid WFH
models.
• Ensured employment due to
limited pandemic operational
impact.
• Protocols and measures for
flexibility in WFH over different
pandemic waves.
B2Holding ASA Annual report 2021
B2Holding ASA Annual report 2021
59
Corporate governance
04
In B2Holding, solid corporate
governance is a necessary condition
for gaining the credibility needed
to access the non-performing
loan market, the capital markets
and to the most valuable of them
all, namely the market of human
capital that ultimately creates value
for B2Holding’s stakeholders in a
sustainable way.
B2Holding ASA Annual report 2021
60
Corporate governance is in a shift internationally, reflecting
the structural changes in the economy with globally evolving
cultural norms and a variety of investor types with more
screening and monitor roles. In the new recommendation
updated on 14 October 2021, the Norwegian Corporate
Governance Board states that as listed companies manage
a significant proportion of the country’s assets, it is import-
ant that companies keep good relationships with society as
a whole and with the stakeholder groups that are affected
by their activities. This also include areas such as diversity,
gender balance, ethics, conflict of interest and how the gover-
nance framework is designed to create value for shareholders
in a sustainable manner.
As a Norwegian public liability company, B2Holding is
subject to the corporate governance reporting requirements
set out in Section 3-3b of the Norwegian Accounting Act,
the Issuer Rules for companies listed on Oslo Børs and to
the Norwegian Code of Practice for Corporate Governance
issued by the Norsk Utvalg for Eierstyring og Selskapsledelse
(NUES), as updated per 14 October 2021 (“the Code”)
effective for the 2021 financial year. The Com pany applies the
changes in the 2021 version of the Code.
The Corporate governance report constitutes an integral
part of the Directors’ report and must report in a “comply or
explain” method whether all the provisions of the Code have
been complied with.
The objective of the Code is, among others, to regulate the
roles of various corporate and management bodies in a more
comprehensive way than is required by the legislation. The
full Code is available at www.nues.no/english
INTRODUCTION
B2Holding ASA (or “the Company”) is a Norwegian public
liability company, registered under organisation number
992249 986, being the parent company of a consolidated
group of entities (“the Group” or “B2Holding”) having its
head office at Stortingsgaten 22, 0121 Oslo, Norway.
The Company’s shares, and its three bond loans, are listed
on the Oslo Børs, the regulated market for financial instru-
ments on Euronext in Norway. To this effect, the Company is
held to the rules laid down in Section 4.4 and Section 6.3.6 of
the Oslo Børs Rulebook II for Issuers (“the Rulebook”) as up-
dated per October 2021, which articulates that the Company
must provide, as part of or in addition to its Directors’ report,
a report on the Company’s corporate governance practices.
CORPORATE GOVERNANCE WITHIN THE COMPANY
In B2Holding, solid corporate governance is a necessary
condition for gaining the credibility needed to access the
non-performing loan market, the capital markets and to the
most valuable of them all, namely the market of human capital
that ultimately creates value for B2Holding’s stakeholders in a
sustainable way.
B2Holding is subject to the extensive external regulatory
framework described above which is reflected in its risk and
internal control mechanisms. The setup of its internal gover-
nance structure reflects both the resolutions and proxy given
by the Company’s shareholders from the Articles of Associa-
tion and the Annual General Meeting, as well as the policies
and instructions that are adopted by the Company’s Board of
Directors (“the Board”) related to the Board, the Audit Com-
mittee, the Remuneration Committee, and the instructions to
the CEO.
Articles of Association – Annual General Meeting
Part of the governance structure of the Company is incorpo-
rated in the Company’s Articles of Association, which contain
the basic compulsory information of the Company such as
the objective of the company, the share capital, the number of
members to be elected for the Board and the rules for holding
a General Meeting.
The Annual General Meeting furthermore adopts the
instructions for the Nomination Committee, which submits
the proposals for the election of members to the Board, the
appointment of the Chair of the Board, remuneration to the
Board members and remuneration to the members in the
various sub-committees of the Board. Further, the Public
Companies Act, together with regulations and recommen-
dations as set out above, sets a distinction between what can
and should be adopted by the Annual General Meeting and
what is assigned to the exercise of the Board.
The new statutory rules regarding holding electronic
general meetings are reflected in the Public Companies Act.
In addition, it is reflected that no member of the Board of
Directors should be a member of its Nomination committee
and that the Nomination committee should hold individual
discussions with each member of the Board.
Corporate governance
Corporate governance
B2Holding ASA Annual report 2021
61
Corporate governance
The Board
The new recommendation from NUES has been added which
states that instructions issued by the Board and by the Group
Executive Management (“the Management”), shall handle
agreements with related parties.
B2Holding commits to ethical and sustainable business
practices, reliable and transparent financial reporting, and
compliance with all regulations, requirements, and industry
standards in each of the countries where the Group operates.
Corporate governance within the Group is therefore about
more than how the Board and the Management conducts its
affairs, it is also about consolidating and further developing
the Group’s values and its ethical footprint. The Board has
therefore adopted a set of policies and instructions which
further define the governance structure of the Company
and the Group.
These policies, instructions, and procedures include:
• Instruction for the Nomination Committee
• Board of Directors’ Rules of Procedure
• Instructions for the Audit Committee
• Instructions for the Remuneration Committee
• Instructions for the Chief Executive Officer
• Remuneration Policy
• Dividend Policy
• Instruction for Handling Inside and Confidential
Information
• Rules for Primary Insiders
• Related Party Transactions Policy
• Corporate Governance Policy
• Internal Control and Risk Management Policy
• Investment Approval Policy
• Information Security Policy
• Investor Relations and Communications Policy
• The Code of Conduct
• Whistleblowing Policy
• Sustainability Policy
• Third Party Assessment Policy including
anti-corruption and anti-bribery.
The Group is currently organised into regional areas and
follows an operational product line matrix for Unsecured
Asset Management and Secured Asset Management.
Both the Head of Unsecured Asset Management and the
Head of Secured Asset Management are, together with the
Group CEO and with the support of the Group functions,
responsible for and shall ensure that all business units in the
Group operate and develop in accordance with the gover-
nance policies, instructions, and procedures as outlined by
the Board. B2Holding’s ethical standards for conducting
business are based on the Code of Conduct.
Principles
B2Holding has instated fundamental general principles which
should be reflected in all policies and internal
decision processes within the Group:
• Relevance – decisions must be taken by the relevant
a uthorised executives or bodies.
• Escalation – for key decisions there should be clear
esca lation rules and an escalation path to higher authority.
• Competence – decision makers shall have relevant
competence and will engage the appropriate support.
• Rule of law – decisions must be taken in compliance with
the relevant legal constraints and internal policies.
• Ethical conduct – decisions must uphold high ethical
standards.
• Accountability – responsibility for decisions must be
clearly defined and communicated.
• Participation – decisions must be consulted with the
relevant functions and appropriate participants.
• Transparency – key decisions must be properly
communicated and documented.
• Efficiency – decisions must be taken in an efficient and
timely manner.
• Four eyes principle – key decisions must always be taken
by at least two independent executives or an appropriate
larger body.
• Grandfather principle – key decisions must be taken with
involvement of (or at least with information to) relevant
higher authority.
The sections below give a detailed account of B2Holding’s
corporate governance principles and practice. These sections
are compiled pursuant to the NUES Code and are further
detailed on a comply or explain basis. Where there are devia-
tions, these will be mentioned under the relevant section.
NUES CODE
1. IMPLEMENTING AND REPORTING ON
CORPORATE GOVERNANCE.
In pursuing the Code, the Board and the Management shall
contribute to achieving the following objectives:
• Openness and transparency in communication with its
stakeholders.
• Independence in the relationship between the Board, the
Management, and the owners to ensure that decisions are
made on an unbiased and neutral basis.
• Equal treatment and equal rights for all shareholders.
• Good control and corporate governance mechanisms
to secure predictability and reduce the level of risks for
owners and other stakeholders.
B2Holding ASA Annual report 2021
62
Corporate governance
B2Holding’s vision is to be the leading trusted partner that
actively re-shapes the credit management industry. The
Company’s mission is “Bridging the gap”. Through its business
solutions the Group shall contribute to handling society’s debt
problems and bridge the gap that defaulted debt represents
in the credit chain. B2Holding’s business is about people and
creating shared value for business and society. The Group is a
socially responsible creditor and a trusted solutions provider
to vendors and co-investors.
B2Holding has defined five core values: Agility, Integrity,
Diversity, Excellence and Responsibility. The core values
demonstrate the Group’s culture by being a common language
of all employees, guiding behaviour and actions.
The Board actively adheres to good corporate governance
standards and will at all times ensure that B2Holding com-
plies with the requirements of section 3-3b of the Norwegian
Accounting Act and the Norwegian Code of Practice for
Corporate Governance (“the Code”). B2Holding’s corpo-
rate governance principles are subject to annual review and
discussion by the Board.
B2Holding is furthermore committed to promote sustain-
able social development by operating in line with responsible
business principles, systematically improving its operational
standards with focus on external environment, climate, and
energy resources. Further, a sustainable social development
includes investing in non-performing loan portfolios that can
generate positive effects for the local banking sector and the
local non-banking industries in general. B2Holding believes
that such commitment will generate financial results for the
stakeholders and positive social effects for the society.
The following sections and governance principles are
structured in the same way as the Code and cover each
respective point of the Code describing B2Holding’s corre-
sponding compliance efforts.
No deviations from the Code.
2. BUSINESS
B2Holding’s vision is to be a trusted partner that actively
re-shapes the credit management industry in all the Group’s
markets and achieve or maintain a top five market position
in the respective NPL markets, whereby efficiency is more
important than footprints.
Efficiency is a prerequisite for sustainable platforms and is
strived for by adopting digital transformation processes and
by leveraging scale on Group projects. Group strategy and
goals are assessed and evaluated annually.
The updated Code recommends that the business should
create value for the shareholders in a sustainable manner.
The Board has set out a Sustainability Policy led by the Head
of Corporate Development in the Management team, sup-
ported by a separate Corporate Sustainability Integration
Committee (CSIC) also headed by the Head of Corporate
Development. The CSIC’s role is, among others, to be respon-
sible for implementing the sustainability strategy and ensure
that the manage ment of the sustainability work is integrated
throughout the organisation. For further information see the
S ustainability report which constitutes an integrated part of
the Directors’ Report.
The Risk management function is led by the Chief Risk
Officer in the Management team and reports and follows up
on risk exposures in all business areas in a controlled and
consistent manner. The Investment function is led by the
Chief Investment Officer in the Management team and is
responsible for managing the investment process of non-
performing loans throughout the Group. The investment
function is supported by a central Investment Committee
which is headed by the CEO and follows investment thresh-
olds and authorisations as set by the Board.
Additionally, the Group Legal, Compliance and HR Officer
has separate functions and departments for compliance and
human capital respectively, and follow up on related risk and
compliance exposures in all business areas in a controlled and
consistent manner.
To further support the risk management principles
B2Holding has a Group Internal Auditor employed by and
reporting to the Board via the Audit Committee. The Group
Internal Auditor is responsible for fulfilling the Group’s con-
trolling function for risk, compliance and internal control.
B2Holding keeps the market updated through investor pre-
sentations in connection with quarterly financial reporting,
industry market days and frequent business updates in com-
p liance with the Rulebook II for Issuers (“the Rulebook”)
reflecting the Continuing Obligations of Euronext Oslo Børs.
This information to the market has continued during the
second year of the Covid-19 pandemic.
No deviations from the Code.
3. EQUITY AND DIVIDENDS
The Board monitors the Group’s capital structure regularly
and particularly on a quarterly basis as part of the quarterly
reports and will immediately take adequate steps should it
become apparent that at a given time the Company’s equity
or funding structure is or becomes less than adequate.
The Board considers the Group to be adequately capital-
ised and financed.
Dividend policy
The Company will at all times have a clear and predictable
dividend policy established and revised annually by the
Board. The dividend policy forms the basis for the Board’s
proposals on dividend payments for consideration at the
Annual General Meeting and will be publicly disclosed.
B2Holding ASA Annual report 2021
63
Corporate governance
B2Holding’s Dividend policy is available on the Company’s
website.
In deciding whether to propose a dividend and in deter-
mining the dividend amount, the Board considers both the
applicable legal restrictions as set out in the Norwegian Public
Companies Act as well as B2Holding’s solidity, liquidity, and
future capital requirements.
This assessment includes liquidity and solidity risk, market
opportunities, timing effect from portfolio recoveries, financial
covenants, general business conditions and any capital restric-
tions at the time of the dividend to be assessed and paid.
The Dividend Policy approved by the Board on 24 April
2022 outlines to aim for an annual distribution of 20-50 %
of the Group’s Net Profits after Tax in terms of the aggregat-
ed amount of dividend pay-out and distribution for share
buy-back programs of treasury shares. Distributions through
dividends or share buy-back program can be initiated by the
Board based on the authorisation from the General Meeting
on one or several occasions limited to the framework of the
last annual audited accounts. The Dividend Policy is avail-
able on the Company’s webpage. There can however be no
assurance that a dividend will be proposed nor declared in
any given year. If a dividend is proposed or declared, there is
also no assurance that the dividend amount or yield will be in
the range mentioned above.
In 2021, the Board proposed to the Annual General
Meeting not to distribute dividends for the financial year
2020 but to authorise the Board to consider the financial
development and distribute dividends of up to NOK 0.35 per
share when it was perceived as sufficient and appropriate.
The Board decided on 3 November 2021 to pay dividend of
NOK0.15 per share under this authorisation.
For the Annual General Meeting in May 2022, the Board
has proposed a dividend of NOK 0.42 per share for the finan-
cial year 2021, reflecting 30 % of the Net Profit in line with
the Dividend policy.
Authorisations to the Board
Any authorisations granted to the Board by the General
Meeting to increase the share capital will be restricted to the
defined purposes. When the General Meeting should pass
resolutions on authorisations to the Board for the increase
of share capital for different purposes, each such authorisation
shall be considered and resolved separately by the General
Meeting.
Authorisations granted to the Board to increase the share
capital
or purchase treasury shares, shall be limited in time,
and shall in no instance last beyond the next Annual General
Meeting.
No deviations from the Code.
4. EQUAL TREATMENT OF SHAREHOLDERS
B2Holding maintains only one class of shares. Each share
carries one vote, and all shares carry equal rights, including
the right to participate and vote in General Meetings. All
shareholders are treated on an equal basis unless there are
justified grounds approved by the General Meeting for differ-
ent treatment.
Share issues without pre-emption rights for existing
shareholders
In the event of an increase in share capital through the
issuance of new shares, a decision to waive the existing share-
holders’ pre-emptive rights to subscribe for shares
will be justified. Where the Board resolves to issue shares and
waive the pre-emptive rights of existing shareholders pursu-
ant to an authorisation granted to the Board by the General
Meeting, the justification will be publicly disclosed in a stock
exchange announcement issued in connection with the share
issuance.
Transactions in treasury shares
Pursuant to the Norwegian Public Companies Act, the Board
may be granted an authorisation by the General Meeting to
acquire own shares with a total nominal value of up to 10 %
of the share capital. A share buyback program may be organ-
ised under the structured “safe harbour” exemption rules or
as a single market transaction arranged through an auction
process.
Any transactions carried out by B2Holding in its treasury
shares will be carried out through Euronext Oslo Børs and in
any case at the prevailing stock exchange rates. In the event
that there is limited liquidity in the shares, B2Holding will
consider other ways to cater for equal treatment of share-
holders.
On 8 November 2021, a share buy-back program com-
menced based on the authorisation from the Annual General
Meeting 2021 for a period until the end of March 2022. The
purpose of the program was to reduce the capital and number
of outstanding shares of the Company. The maximum num-
ber of shares that could be acquired under the program was
10million shares at an aggregated amount of NOK 90 million
and at a maximum price of NOK 12.00 per share. The buy-
back program complied with relevant regulations including
the Market Abuse Regulation and reflected that the maximum
number of shares acquired during one trading day was 25 %
of the daily volume average during the previous 20 trading
days and the maximum price paid was limited to volume
weighted average price as quoted on Oslo Børs for the five last
business days prior to the time of the acquisition, plus 5%.
B2Holding ASA Annual report 2021
64
Corporate governance
In total 8,767,774 treasury shares at an aggregated amount of
NOK 86,834,562 (average NOK 9.90 per share) was acquired
under the program at the end of March 2022.
No deviations from the Code.
5. SHARES AND NEGOTIABILITY
The shares of B2Holding are freely negotiable with one class
of shares and the Company’s Articles of Association do not
contain any form of restriction on any party’s ability to own,
trade or vote for shares in the company. Each share carries
one vote.
No deviations from the Code.
6. GENERAL MEETINGS
The Board ensures that a) the resolutions and supporting
information distributed are sufficiently detailed, comprehen-
sive and specific to allow shareholders to form a view on all
matters to be considered at the meeting, and b) any deadline
for shareholders to give notice of their intention to attend the
meeting is set as close to the date of the meeting as possible.
Further, the Board should ensure that the members of the
Board and the Chair of the Nomination Committee attend
the General Meeting and that the General Meeting is able to
elect an independent chair for the meeting. The Board will
ensure that the General Meeting is chaired by an independent
person.
Shareholders are able to vote on each individual matter, in-
cluding on each individual candidate nominated for election.
There are provisions in the Articles of Association as well
as in the Norwegian Public Companies Act, that allow the
Board to choose whether to hold a General Meeting as a
physical meeting or as an electronic meeting.
Based on the experiences during last year’s Annual General
Meetings during the pandemic and the opportunity to give
all shareholders equal treatment, the Board of Directors
has decided to conduct the General Meeting in 2022 as a
virtual meeting, accessible online via Lumi AGM. All share-
holders will be able to participate in the meeting, vote and ask
questions.
As per 31 December 2021, the Company’s total issued
number of shares numbered 409,932,598 distributed among
5,388 shareholders. All shareholders listed in the share-
holders’ register on the day prior to the Annual General
Meeting are entitled to participate at the Annual General
Meeting either in person or by proxy and are entitled to vote
relative to their respective shareholdings. At 31 March 2022
at the expiry of the share buy-back program, the Company’s
total number of outstanding shares was 401,164,824 shares.
B2Holding’s corporate governance principles state that
the General Meetings shall be facilitated through the steps
described in the Code and regulated by the Norwegian Public
Companies Act. This includes among others, the distribution
of sufficiently detailed and comprehensive information allow-
ing the shareholder to form a view on all matters. A notice to
the shareholders is given no less than three weeks prior to the
General Meeting, and the registration deadline is set as close
as possible to the date of the General Meeting.
Participation without being present
Shareholders who are unable to attend a General Meeting will
be given the opportunity to vote by proxy or cast their votes
by electronic means. B2Holding will in this respect provide
information on the procedure for voting by proxy, for nomi-
nating a person to vote on behalf of shareholders
as their proxy, and to vote by electronic means.
A proxy form will be prepared and made available, which
shall be set up so that it is possible to vote on each of the
items on the agenda and for candidates that are nominated
for election, one by one.
No deviations from the Code.
7. NOMINATION COMMITTEE
In accordance with its Articles of Association, the Company
has established a Nomination Committee. The Annual
General Meeting elects the members as well as the Chair of
the Nomination Committee for a period of two years and
determines their remuneration.
The majority of the Nomination Committee are indepen-
dent from the Board and the Management. The CEO and
other members of the Management are not members of the
Nomination Committee.
The objectives, responsibilities and functions of the
Nomina tion Committee follow the rules and standards appli-
cable to the Group and are described in “Instructions for the
Nomination Committee” as disclosed on the Company’s web-
page. The Annual General Meeting shall adopt the Instruc-
tions for the Nomination Committee.
The Nomination Committee shall recommend candidates
for the election of members and Chair of the Board, candi-
dates for the election of members and chair of the Nomina-
tion Committee, and remuneration for the Board and the
Nomination Committee. The nomination complies with the
guidelines in section 9 of the Code regarding the composition
and independence of the Board.
The Nomination Committee’s recommendation of candi-
dates to the Nomination Committee shall ensure that they
represent a broad cross-section of the shareholders as well as
being balanced with regards to independence.
The proposals from the Nomination Committee shall
include motivated grounds, justifications and particularly
include information on each candidate’s competence, capacity
B2Holding ASA Annual report 2021
65
Corporate governance
and independence. Further, information on the candidates
should include age, education and business experience, give
information about ownership interests in the Company, any
assignments carried out for the Company and assignment for
other companies and organisations.
In order for the Nomination Committee to carry out its
monitoring as effectively as possible, the committee have
individual discussions with the members of the Board and
the Chief Executive Officer.
No deviations from the Code.
8. CORPORATE ASSEMBLY AND BOARD:
COMPOSITION AND INDEPENDENCE
The composition of the Board considers and is grounded on
expertise, capacity and diversity deemed appropriate and nec-
essary to attain B2Holding’s goals, main challenges, and the
common interests of all stakeholders. Furthermore, members
of the Board should be willing and able to work as a team,
resulting in the Board working effectively as a collegiate body.
In accordance with the Code and B2Holding’s corporate
governance principles, the Board is composed i ndependently
from any special interests. A majority of the members of the
Board is independent of the Management and any material
business connections of the Group, and at least two of the
members of the board elected by shareholders should be
independent of the Company’s main shareholder(s). In this
respect due attention should be paid to the balance between
male and female members of the Board.
According to B2Holding’s corporate governance principles,
“a majority shareholder” means a shareholder who owns or
controls 10 % or more of the Company’s shares or votes, and
“independence” entails that there are no circumstances or
relations that could be expected to influence the independent
assessments of the person in question.
No member of B2Holding’s Management are member of
the Board. The Chair of the Board is elected by the Annu-
al General Meeting. The term of office for members of the
Board shall not be longer than two years at a time. Members
of the Board may be re-elected and phases of terms should be
considered.
B2Holding’s annual report provides information regarding
the expertise of the members of the Board, as well as infor -
ma tion on their history of attendance at board meetings.
The annual report are the members of the Board who are
indepen dent. Members of the Board are encouraged to own
shares in B2Holding. The Board’s and the Management’s
shareholdings are disclosed on the Company’s webpage.
No deviations from the Code.
9. THE WORK OF THE BOARD
The Norwegian Public Companies Act stipulates that the
Board has the ultimate responsibility for the Management and
for supervising its day-to-day management and activities in
general. Further, the Board’s responsibility includes to ensure
that the activities of the Management are soundly organised,
drawing up plans and budgets for the activities of the Compa-
ny, keeping itself informed of the Company’s financial position
and ensuring that its activities, accounts and asset manage-
ment are subject to adequate control.
In addition, the Code contains special requirements for
transactions between public companies and related parties
and how they are to be handled. These rules are applicable
to all types of agreements. The handling and consideration
of such transactions between the Company and a related par-
ty are carried out in a manner that ensures sufficient clarity
with regard to the balance of the agreement in order to avoid
possible conflict of interest, as well as that such agreements
are handled in a sufficiently thorough manner with the aim of
preventing value from being transferred to related parties.
The Board has issued “Board of Directors’ rule of proce-
dure” which reflect the responsibilities above and regulate its
own activities. In addition, the Board has issued a separate
instruction for the CEO which particularly focuses on clear
internal allocation of responsibilities and duties as well as
providing the Board with accurate, relevant, and timely infor-
mation sufficient for the Board to carry out its duties.
These instructions have been updated to include how the
Board and Management shall handle agreements with related
parties, including whether an independent valuation must be
obtained. The Board should also present any such agreements
in the Directors’ Report. In matters where the Chair of the
Board is personally involved, the Board’s consideration of
such matter is chaired by another member of the Board.
Independent valuations will be procured for transactions
between companies within the Group if any of the companies
involved have minority shareholders.
In the event of transactions that are considered material
between B2Holding and its shareholders, a shareholder’s
parent company, members of the Board, executive personnel
of the Group or close associates to any such party, the Board
will arrange for an independent third-party valuation.
The Board has introduced a separate Related Party Trans-
actions. Policy applicable for all Group entities, employees
and for the Board itself which is available on the Company’s
webpage.
The objectives, responsibilities and functions of the Board
and the CEO are revised annually and remain in compliance
with the rules and standards applicable to the Group.
B2Holding ASA Annual report 2021
66
Corporate governance
Audit Committee
The Board has established an Audit Committee with a
separate instruction available on the Company’s webpage.
The duties and composition of the Audit Committee are
in compliance with the Norwegian Public Companies Act
and the Issuer Rules, Oslo Rule Book II, Section 3.1.3.6. The
committee is a working and preparatory committee for the
Board, preparing matters and acting in an advisory capacity.
The members of the Audit Committee are elected by and
from the members of the Board for a term of up to two years.
The Audit Committee members must have the overall compe-
tence required to fulfil their duties based on the organisation
and operations of the Group. At least one member of the
Audit Committee should be competent in respect of finance
and audit and be independent from the Group. The majority
of the members are independent of the Management.
The objectives, responsibilities and functions of the Audit
Committee shall be revised annually and follow rules and
standards applicable to the Group that are described in the
“Instructions for the Audit Committee”.
Remuneration Committee
The Board has established a Remuneration Committee with
a separate instruction available on the Company’s webpage.
The Remuneration Committee is a preparatory and advisory
committee for the Board in questions relating to remuneration
of the Management.
The purpose of the Remuneration Committee is to
e nsure thorough and independent preparation of matters
relating to the remuneration of the Management.
The Remuneration Committee puts forth a recommenda-
tion for the Board’s guidelines and report for remuneration
to senior executives in accordance with Section 6-16a of the
Norwegian Public Companies Act.
The members of the Remuneration Committee are elected
by and from the members of the Board for a term of up to two
years and shall be independent of the Management.
The objectives, responsibilities and functions of the
Remunera tion Committee are revised annually and
are in compliance with rules and standards applicable to
the Group and are described in the “Instructions for the
Remuneration Committee”.
The Board provides the details for the appointment of
Board committees in the annual report.
Annual evaluations
The Board should evaluate its performance and expertise
annually.
At the end of each Board meeting, the Board has a separate
agenda item where the Board, without the Management
present, discusses matters and assessments that support and
complements the annual review of their work.
No deviations from the Code.
10. RISK MANAGEMENT AND INTERNAL CONTROL
The Board must at all times ensure that B2Holding has
properly composed systems for internal control and risk
management that are adequate in relation to the extent and
nature of the company’s activities. As a part of B2Holding’s
risk management, the Board has adopted a risk profile and
appetite as further set out in the internal policies.
B2Holding shall comply with all laws and regulations that
apply to the Group’s business activities. The Group must not
be associated with operations that could harm its reputation.
B2Holding has approved policies and guidelines in the
following areas to support its objectives in respect of internal
control and risk management:
• Ethics, Code of Conduct
• Environmental, Social and Governance (Sustainability)
• Risk management
• Compliance, including Group policies covering Anti-
Corruption, Anti-Money Laundering, sanctions, and
whistleblowing
• Communication
• Financial management, including guidelines for quality
assurance of financial reporting
• People and organisation, including guidelines for variable
remuneration
• Investor relations
• Related party transactions
The Board conducts quarterly reviews of the most important
areas of exposure to risk, compliance and sustainability.
B2Holding has separate risk and compliance functions at
Group level led by the Chief Risk Officer and the Chief Legal,
Compliance and HR Officer reporting to the CEO and a
Group Internal Audit function reporting to the Board via the
Audit Committee. Further, B2Holding’s Compliance policy
describes the main principles for compliance and how the
legal and compliance function is organised.
B2Holding has a separate Investment Committee regulated
via an Investment Approval Policy including thresholds and
a decision hierarchy approved by the Board. All investment
decisions exceeding the upper threshold shall be made by the
Board. The Investment Committee is led by the Chief Invest
-
ment Officer and reports to the CEO.
Further, B2Holding has a Corporate Sustainability Inte-
gration Committee (CSIC) that is responsible for coordinating
and integrating sustainability into the day-to-day business
B2Holding ASA Annual report 2021
67
operations and is an important part of the corporate gover-
nance structure. The CSIC is led by the Head of Corporate
Development who is reporting to the CEO. The CSIC is
monitoring cross-functional policies and statements such as
Business Partner Code of Conduct, Customer Fair Treatment
Policy, the Health Safety Statement and Human Right Political
and Religious Involvement Policy. For further information see
the Sustainability report for 2021 which is an integrated part of
the Director’s Report.
The Company shall focus on frequent and relevant manage-
ment reporting to the Board of both operational, financial
and non-financial matters with the purpose of ensuring
that the Board has sufficient and relevant information for
decision-making and is able to respond quickly and balanced
to changing conditions.
The liquidity situation and balance sheet position of
B2Holding is assessed to be satisfactory and controllable
and meets the requirements under the loan agreements. In
2021, the Group reduced the portfolio purchases to a mini
-
mum to preserve liquidity for new investment opportunities
expected following the Covid-19 pandemic.
The Board is providing an account of the main features of
the Company’s internal control and risk management systems
as they relate to the Company’s financial reporting. This
account must include sufficient and properly structured infor-
mation to make it possible for shareholders to understand
how the Company’s internal control system is organised.
During 2021 a Group Internal Audit function has been
established. The Group’s Internal Audit is an independent
review function that reports directly to the Board via the
Audit Committee. The role of the Internal Audit is to provide
independent reasonable assurance to the Board and the CEO
of the effectiveness of internal control, risk management and
the Group’s governing processes. The Internal Audit also
provides advice to the Management and the Board regarding
how the control environment can be improved and how risks
in internal control can be limited. The Group Audit receives its
instructions from the Board via the Audit Committee, which
also approves Group Audit’s annual plans and budgets and
quarterly written reports.
No deviations from the Code.
11. REMUNERATION OF THE BOARD
The remuneration of the Board is determined by the share-
holders at the Annual General Meeting based on the pro posal
from the Nomination Committee.
The level of remuneration should reflect the Board’s
respons ibility, expertise, the complexity of the Company, as
well as time spent and the level of activity in both the Board
and Board committees. The remuneration of the Board is not
linked to B2Holding’s performance and share options are not
granted to members of the Board.
Board members, or companies associated with Board mem-
bers, do not engage in specific assignments for B2Holding in
addition to their appointments as members of the Board. In
cases where there are special grounds, consideration may be
presented to the Nomination Committee on the recommenda-
tion from the Board and the Nomination Committee may, in
its opinion, submit proposals to the Annual General Meeting.
The remuneration paid to the Chair of the Board is deter-
mined separately from that of the other members. Any
consider ations paid to members of the Board in addition
to their board remuneration are identified in the separate
Remuneration report for 2021. There is no additional
remuneration paid to members of the Board except for the
remuneration approved by the Annual General Meeting on
20May2021.
Details of all elements of the remuneration and benefits to
each member of the Board is disclosed in the Remuneration
report. Reference is made to the Remuneration Report 2021
available on B2Holding’s webpage and attached to the Notice
to the Annual General Meeting held in May2022.
No deviations from the Code.
12. REMUNERATION OF EXECUTIVE PERSONNEL
The new recommendation from NUES on 14 October 2021 is
stating that the company’s arrangements in respect of salary
and other remuneration should help ensure that the executive
personnel and shareholders have convergent interests and
should be simple. Performance-related remuneration should
be subject to an absolute limit.
The guidelines on fixed remuneration and other type of
remuneration for executive personnel that must be consid-
ered by the General Meeting, are available to shareholders
in the notice for the General Meeting and available on the
Company’s webpage.
The Remuneration Policy to determine fixed remuneration
and other remuneration to the CEO and senior executives,
was attached to the notice for and approved by the Annual
General Meeting in 2021 and is available on the Company’s
webpage.
B2Holding’s Remuneration Policy should always support
the Group’s values and strategy. The total remuneration to the
CEO and other senior executives consists of a fixed remuner-
ation, variable remuneration, long-term incentive program,
other benefits and pension.
Performance-related remuneration of the Manage -
ment in the form of variable remuneration and long-term
incen tive program is designed to enhance value creation
for shareholders or B2Holding’s profit over time through
quantifiable factors which the employee may influence.
Corporate governance
B2Holding ASA Annual report 2021
68
A cap is set on performance-related variable remuneration to
35 % of fixed remuneration. The long-term incentive program
is based on granting share-options on an annual basis vesting
with one-third on each of the first, second and the third year.
The Board has considered it inappropriate to practice a gen-
eral right to demand the repayment of any performance-relat-
ed remuneration of granted variable remuneration for a single
year unless required for compliance with regulations. In ad-
dition to financial targets, the senior executives’ performance
related key performance indicators for 2021 included certain
sustainability targets as such measures are considered strate-
gically important for the Company and for its shareholders.
No deviations from the Code.
13. INFORMATION AND COMMUNICATIONS
Guidelines have been established to secure timely and precise
information to shareholders, Oslo Børs, and the financial
markets in general. Relevant information is given out in
the form of annual reports, semi-annual reports, quarterly
reports, capital market days, stock exchange releases, and
investor presentations in accordance with what is deemed
appropriate from time to time.
B2Holding aims to clarify its long-term potential, including
strategies, value drivers and risk factors.
Unless exceptions apply and are invoked, B2Holding will
promptly disclose all inside information in accordance with
MAR, Article 17, cf. MAR, Article 7, as well as Article 2 of
Commission Implementing Regulation 2016/1055 by the
Norwegian Securities Trading Act. In all circumstances,
B2Holding will provide information about certain events,
decisions by the Board and the Annual General Meeting
concerning dividends, amalgamations, mergers/demergers or
changes to the share capital, the issuing of subscription rights,
convertible loans and all agreements of major importance that
are entered into by the Company and related parties.
Separate guidelines have been drawn up for the proper
handling of inside information, see Instructions for Handling
Inside and Confidential Information and Rules for Primary
Insiders available on the Company’s webpage.
In addition to the Board’s dialogue with the shareholders
in the Annual General Meetings, the Board makes suit-
able arrange ments for shareholders to communicate with
B2Holding at other given times. Communications with the
shareholders should always follow the provisions of applic-
able laws and regulations and consider the principle of equal
treatment of shareholders.
As part of the investor relations activities, dedicated
representatives from the Management meet with investors
and financial analysts through regular roadshows, investor
conferences, group and individual meetings, and ad hoc calls
and emails. B2Holding aims to host capital markets days and
similar events as needed in order to further increase trans-
parency and dialogue with investment communities.
No deviations from the Code.
14. TAKE-OVERS
In a take-over process, the Board and Management each have
an individual responsibility to ensure that B2Holding’s share-
holders are treated equally and that there are no unnecessary
interruptions to the Group’s business activities. The Board has
a particular responsibility in ensuring that the shareholders
have sufficient information and time to assess the offer and
not hinder the take-over bids for the Company’s activities or
shares.
In the event of a take-over process, the Board will abide by
the principles of the Code, and ensure that the following takes
place:
• the Board will 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 will not undertake any actions intended to give
shareholders or others an unreasonable advantage at the
expense of other shareholders or the Company,
• the Board will not institute measures with the intention
of protecting the personal interests of its members at the
expense of the interests of the shareholders, and
• the Board must be aware of the duty it has for ensuring that
the values and interests of the shareholders are protected.
In the event of a take-over bid, the Board will, in addition
to complying with relevant legislation and regulations, comply
with the recommendations in the Code. This includes obtain-
ing a valuation from an independent expert. On this basis,
the Board will make a recommendation as to whether the
shareholders should accept the bid or not.
Deviations from the Code:
There are no other written guidelines for procedures to be
followed in the event of a take-over bid. The Group has not
found it appropriate to draw up any explicit basic principles
for B2Holding’s conduct in the event of a take-over bid, other
than the actions described above and what follows from the
Security Trading Act, the Issuer Rules, Oslo Rule Book II
and other relevant applicable regulatory matters. The Board
otherwise concurs with what is stated in the Code regarding
this issue.
No deviations from the Code except what is reported above.
Corporate governance
B2Holding ASA Annual report 2021
69
15. AUDITOR
The Board works to ensure that the auditor presents the main
features of the plan for its work regarding audits to the Audit
Committee and the Board.
The auditor is invited to and participates in the meeting(s)
of the Board and the Audit Committee where any of the
following topics are on the agenda: the annual accounts, the
quarterly reports, accounting principles, assessment of any
accounting estimates and matters of importance on which
there has been disagreement between the auditor and the
Management and/or the Audit Committee, and weaknesses
identified by the auditor and proposals for improvement.
The Audit Committee and the Board holds a meeting with
the auditor at least once a year at which no representative of
the Management is present.
In order to strengthen the Board’s work on financial report-
ing and internal control, the auditor is required by the EU’s
Audit Regulation to submit an annual additional report to the
Audit Committee in which it declares its independence and
explains the results of the statutory audit carried out by pro-
viding a range of information about the audit. The Auditors
Act sets out requirements for the independence and objectiv-
ity of the auditor.
The Audit Committee has on behalf of the Board specified
the Management’s routines for using the auditor for non-audit
services for the purpose of maintaining the independency of
the auditor in accordance with the Norwegian Auditor Act.
The auditor communicates in writing with the Board on
all matters brought to light by the audit of which the Board
should be apprised in order to be able to discharge its respon-
sibility and functions, including significant deficiencies in
the Company’s internal control, breaches of the bookkeeping
rules and other legal requirements and identified irregulari-
ties. The auditor shall indicate the nature of any such matter
and what consequences it may have for the audit if the matter
is not acted upon. The auditor shall number their written
documentation.
The Board reports the remuneration paid to the auditor
to the shareholders at the Annual General Meeting.
No deviations from the Code.
Corporate governance
B2Holding ASA Annual report 2021
70
Corporate governance
Governing bodies in the B2Holding group
Nomination
Committee
General
Meeting
Verification
& statements Proposal
AppointmentAppointment
Information
External
Auditor
Internal
Audit
Board of Directors
Audit
Committee
Remuneration
Committee
Guidelines/
Policy
Objectives &
risk parameters
CEO
Group
functions
Investment
Committee
Corporate Sustainability
Integration Committee
Heads of
business lines
The Board has the principal responsibility for the Group’s
business operations, which includes ensuring that operations,
financial reporting, and asset management are subject to
adequate control. Separate instructions have been established
for the Board, the two Board committees and the CEO.
The Board has appointed and authorised the Investment
Committee through the CEO to make portfolio investment
decisions subject to a specific threshold hierarchy. The
Investment Committee consists of five members of the
Management (headed by the CEO). Portfolio investment in new
geographical markets or portfolio investments with purchase
price above EUR 20 million will require approval from the Board.
The Board has organised and authorised the Corporate
Sustainability Integration Committee as a committee
reporting to the CEO, being responsible for implementing the
Sustainability Strategy and ensure that the management of
sustainability is integrated throughout the organisation.
GOVERNING BODIES IN THE B2HOLDING GROUP
B2Holding ASA Annual report 2021
71
Director’s
report
05
B2Holding ASA Annual report 2021
72
Directors’ report is prepared in accordance with the
Norwegian Accounting Act and the Norwegian Securities
Trading Act. The Corporate governance report, the Risk
management report and the Sustainability report are
integral parts of the Directors’ report.
THE NATURE OF THE BUSINESS AND ITS
OPERATIONS
B2Holding ASA (“the Company”) is a Nordic-based debt
solutions provider with a vison to be a trusted partner that
actively re-shapes the credit management industry. The Com-
pany is the parent company of the B2Holding consoli dated
group of companies (together “the Group” or “B2Holding”)
and since incorporation in 2011, the Group
has grown to become a pan-European debt solutions pro vider.
The Group aims to achieve or maintain a top five market
posi tion in its respective non-performing loan (“NPL”)
markets.
The Group’s mission is to contribute towards addressing
society’s debt problems and to bridge the gap that defaulted
debt represents in the credit chain, in short “bridging the
gap”. The Group’s core values are Agility, Integrity, Diversity,
Excellence and Responsibility and these values reflect the
Group’s culture and guide the behaviour and actions of all its
employees.
The Group provides debt solutions for customers (referred
to as debtors) both within unsecured and secured debt,
ranging from consumer credits, residential credits, credits to
small and medium-sized enterprise (“SMEs”), as well as to
corporate customers. In addition, the Group provides services
for third-party debt collection, credit information and project
management as a full-service provider of debt management
and servicing for co-investors and financial partners and NPL
vendors.
The strategy set out in the business plan from 2020
remained unchanged in 2021. The main pillars continue to
be profitable growth through focused investments in core
markets and strengthening the Group’s servicing capabilities
through a focus on efficiency over footprint. During 2020
and 2021 the Group has responded to the Covid-19 pandemic
(hereafter referred to as “Covid-19” or “the pandemic”) by
strict price discipline and a cautious approach to invest-
ment. Growth has thus slowed the past two years but will
once again be a focus for the Groups strategy going for-
ward. Operational efficiency is a prerequisite for sustainable
platforms and is strived for through adopting digital
transformation processes and leverage on scale.
B2Holding is undertaking a 5-year digital business pro-
gramme powered by data, analytics and technology with the
aim of transforming the Group into an analytical player in
the debt industry. This programme is already showing early
signs of increased business value. The programme is expect-
ed to continue to drive growth in collections and improve
operational efficiency and effectiveness through pioneering
machine learning and artificial intelligence techniques, intelli-
gent automation at scale and cutting-edge technology. Related
costs are expensed for.
The Group strategy and goals are assessed and evaluated
annually.
This strategy aims to transform the Group towards a more
cost-efficient model and leverage the Group’s servicing capa-
bilities by increasing assets under management. The Group is
structured with a clear distinction between asset classes and
increased operational focus. Further, in 2021 it has established
functions and senior positions within risk management, com-
pliance, and internal control.
2021 was the second year of the Covid-19 pandemic
with various mutations and steps and the Group continued
to observe a significantly changed macroeconomic environ-
ment characterized by a lot of uncertainty.
Ethical and responsible collections have always driven the
Group’s business, but especially in such challenging times.
B2Holding acknowledges its social responsibility and closely
monitors its operations to ensure that the Group demon-
strates required sensibility towards those customers that
are most vulnerable.
With access to the largest NPL markets in Europe, the
Group focuses its investments in markets with growth poten-
tial that are of strategic importance. During 2021, the Group
has maintained a price disciplined and opportunistic invest-
ment approach consistent with the Group’s response to the
uncertainty caused by the pandemic.
Forward flow contracts were renegotiated in 2020 and this
positively affected the returns and the performance in 2021.
74 % of the portfolio investments in 2021 were in Northern
Europe and Poland, both being regions that were only moder-
ately impacted by the pandemic.
Towards the end of the year, the Group observed increased
activity in the European NPL markets and a greater supply
of portfolios. Throughout 2021 the Group has maintained
a prudent approach to investments and continues to see a
positive development in expected returns for new portfolio
investments.
Directors’ report
B2Holding ASA Annual report 2021
73
Directors’ report
The Group works actively with partners on solutions to
optimize overall asset risk exposure, to expand the Group’s
total investment capacity, and to enhance servicing capacity
and scalability.
B2Holding has a solid funding base to support future
growth with NOK 2.2 billion in liquidity reserves at the
end of the 2021. Bond 2 (B2H02) of EUR 175 million was
repaid in the fourth quarter of 2021 and as of end of Decem-
ber 2021 the Group has three listed senior unsecured bond
loans for a total of EUR 600 million in addition to the bank
financing. B2Holding holds outstanding bond loans with a
nominal value of EUR 27 million as treasury bonds, of which
EUR9million is held in Bond 3 maturing in November 2022.
The Group achieved good performance in most markets
in 2021, with visible improvements in those markets most
affected by the first waves of the pandemic. The perfor-
mance was driven by an overall improvement in economic
activity in Europe together with improvements in the Group’s
collection processes and increased use of data and analytics.
The Group’s focus on scalability and maintaining costs at a
sustainable lower level continued, both through general cost
discipline as well as via targeted optimization actions imple-
mented in selected markets. The Group’s commitment to
continuous innovation in strategy development, automation
of contact channels and optimization of processes continued
to deliver tangible results in terms of unsecured collection
efficiency and effectiveness.
During the year, the Corporate and Secured Asset Manage-
ment business line has undergone a process of re-under-
writing all assets under management. The net result of this
re-underwriting is a notable increase in Estimated Remaining
Recoveries (“ERR”). Under IFRS, the expected cashflow
is discounted using the gross IRR on each portfolio as the
discounting factor. The net impact from the re-underwriting
was thus negative despite the improved expected cashflow.
The cash impact of higher ERR was positive by NOK 431
million and the non-cash impact from timing was negative by
NOK596million. Net credit loss from the Secured business
was NOK129million for the full year 2021.
The re-underwriting process also revealed a number of
assets, mainly in Western Europe, which were either under-
targeted or valued at zero.
Gross collections for the year ended at NOK 5,435 million
(NOK 5,659 million) a reduction of NOK 224 million (4 %)
versus 2020. Adjusted for foreign exchange rates (“FX”), the
Group’s underlying Gross collections were approximately
2% above the previous year despite relatively low portfolio
investments during 2020 and 2021 and despite some delays
in collections due to Covid-19.
Gross collections on unsecured portfolios reached NOK3,641
million (NOK 3,698 million) in 2021 excluding the Group’s
share of collections from co-investments. Adjusted for FX,
this was an increase of approximately NOK150million (4%)
in 2021. The collection performance in 2021 reached the same
level as the pre-Covid-19 forecast. The impact of the pandemic
was most visible in the markets where governments took
measures with respect to legal framework of the financial and
debt collection systems.
Collection strategies and the operational set-up within
the Group have been adjusted continuously as a reaction
to the development of the pandemic and the impact on the
business environment. During the second and third wave of
the pandemic the Group continued to facilitate for remote or
hybrid work based on local government recommendations
in the local markets. The Group’s IT systems fully support a
distributed organisation of work, and the quality of manage-
ment routines of the dispersed organisations is functioning
well. Overall, both the Group’s access to its customers and
their payment discipline remained above the expectations
pre-Covid-19, and notably higher than the Group’s stress
test scenarios from 2020.
Collection results in the Group’s main unsecured markets
in Northern Europe and Poland continued to perform in
line with or above pre-Covid-19 levels. The performance in
Western Europe was varied, while the impact of the pandemic
in South Eastern Europe was more visible than in the other
regions.
Gross collections on secured portfolios excluding the
Group’s share of collections from co-investments were
NOK1,427 million for the year which was 10 % lower than
the NOK 1,580 million reported for 2020. Adjusted for FX,
the decrease was approximately NOK 70 million (5 %). The
Estimated Remaining Collections (“ERC”) for secured port-
folios by year end is NOK 4,353 million (NOK 5,423 million)
or 22 % of the Group’s total ERC including share of ERC from
co-investments. The momentum of resolutions in secured
portfolios continued during 2021 with actual performance at
same level as the latest forecast.
Overall, the secured recoveries continued to improve in
2021, despite significant delays and interruptions in key pub-
lic services necessary for progressing such resolutions, specif-
ically the courts and bailiff systems and operations related to
real estate transactions such as land books.
The Group is continuously monitoring changes in the legal
systems and governments’ measures in response to the pan-
demic to protect the value of its assets and preserve recovery
levels. The centralised asset management team continues to
evaluate the Group’s secured portfolios, identifying opportu-
nities for upside strategies that improve and secure the quality
of the back-book.
B2Holding ASA Annual report 2021
74
Part of the strategies designed and implemented in the cor-
porate and secured portfolios, relate to repossession of the
underlying assets, and aims to shorten the legal processes.
The carrying value of collateral assets increased during
2021 and was NOK 1,284 million (NOK 873 million) at the
end of the year. Due to Covid-19 related restrictions and
particularly various lockdown measures in the legal systems
across Europe, the activity levels, both with regards to sale of
collateral assets and non-amicable repossessions, remained at
a low, but improved level.
In accordance with the strategy, the Group is actively
pursuing further co-investments to gain access to a larger
pipeline and utilize the Group’s servicing platforms. The
ability to co-invest with others is of essence for achieve nec-
essary scale especially within the secured part of the business.
At the end of 2021, the Group has established co-investment
arrangements for portfolios in Romania, Greece, Croatia,
Sweden, Italy and Cyprus.
The ability to transact with reputable investors creates
unique advantages for B2Holding with regards to a more
flexible purchasing capacity, the opportunity to leverage its
servicing platforms by acting as servicer of portfolios for
investment partners, and the ability to balance the risk by
adjusting the Group’s exposure regardless of transaction sizes.
In February 2022, B2Holding announced that the Com-
pany has agreed a non-recourse senior financing struc-
ture with Pacific Investment Management Company LLC
(PIMCO) and its affiliates, having a strong experience and
competence within non-performing assets. The Board of
Directors (“the Board”) believes that teaming up with a major
inter national, reputable institutional investment partner will
support the strategy and set further grounds for a mutually
beneficial cooperation going forward.
The total portfolio purchases in 2021, excluding portfolios
purchased in JVs, was NOK 1,202 million which is a 28 %
decrease from 1,664 million in 2020. In 2021 the allocation
was NOK 458 million and 38% to Poland (NOK 362million
and 22 % in 2020), NOK 427 million and 35 % to Northern
Europe (NOK 898 million and 54 % in 2020), NOK 213mil-
lion and 18% to South Eastern Europe (NOK 311 million and
19 % in 2020), NOK 73 million and 6 % to Central Europe
(nil in 2020), and NOK 32 million and 3 % to Western
Europe (NOK 93 million and 6 % in 2020). Following the
purchases in 2021, Northern Europe was the Group’s largest
region with 39 % of the ERC (40 % in 2020). Poland in-
creased to 18 % (16 % in 2020) and the exposure in Central
Europe was reduced to 17 % (19 % in 2020). The exposure
in South Eastern Europe and Western Europe are stable at
respectively 14 % and 12 % in terms of ERC.
Northern Europe: Collections continued to perform well in
2021, but decreased slightly from NOK 1,786 million in 2020
to NOK 1,701 million in 2021 with the decrease of 5% mainly
due to FX. Underlying collections were just 0.4% lower
than in 2020 despite the low investment level in 2021. The
gross collections in 2021 were mainly (99 %) from unsecured
portfolios.
Revenue from purchased loan portfolios was in line
with 2020 with lower interest revenue in 2021 offset by a
net credit gain from purchased loan portfolios in 2021 of
NOK58 million compared with a net credit loss of NOK 36
million in 2020. The positive outcome in 2021 was due to
overperformance on collections. FX negatively impacted 2021
compared with 2020 by approximately 5 %. Other revenues
were also stable year-on-year.
Costs were lower year-on-year following efficiency
improve ments and the cost to collect % improved by 1 per-
centage point. The number of full-time equivalents (FTEs) in
the region by year end was 353 (357).
Central Europe: Collections decreased by NOK 96 million
(7%) mainly being FX, with underlying collections down
just 2.7 % year-on-year. The lower collections year-on-year
were on secured portfolios and were due to a relatively large
repossession in 2020.
Revenues from NPLs were impacted by the low investment
levels in 2020 and in 2021 and thus lower interest revenue on
lower book values, as well as by a net credit gain from pur-
chased loan portfolios of NOK 33 million in 2021 compared
with a net credit loss of NOK 72 million in the prior year.
Other revenues were higher in 2021 due to higher revenue
from sale of collateral assets which were disposed of at a
margin of 36 % in 2021.
Cost to collect was lower in 2021 than in 2020 following
efficiencies achieved across the region and the cost to collect
percentage decreased to 14 % during the year from 15 % in
2020. The number of FTEs in the region by year end was
199 (256).
Western Europe: The region most affected by the Covid-19
pandemic and subsequent governmental measures. Collec-
tions decreased by NOK 85 million (16 %) to NOK 463
million of which approximately NOK 30 million or 5 % was
due to FX. The decrease was otherwise mainly lower col-
lections due to the governmental measures including closed
courts and bailiffs.
Revenues from purchased portfolio were down by NOK
191 million (65 %) to NOK 101 million in 2021 compared
with NOK 292 million in 2020 following a net credit loss of
NOK 206 million in 2021 mainly due to negative revaluations
of secured portfolios.
Directors’ report
B2Holding ASA Annual report 2021
75
The cost to collect percentage increased by 5 % percentage
points to 33 % in 2021. The number of FTEs by year end was
417, a significant decrease from 453 last year following the
cost efficiency program during the pandemic.
South Eastern Europe: The region increased collections
by NOK 37 million (6 %) to NOK 669 million in 2021
compared with NOK 632 million in 2020. Adjusted for FX,
underlying collections increased by NOK 76 million (13 %).
Total revenues from purchased portfolio were NOK 375
mil lion compared with NOK 325 million in 2020 and an
increase of NOK 50 million. The increase was mainly due net
credit losses in 2020. Profit from joint ventures decreased by
NOK 2 million (6 %) to NOK 27 million (NOK 29 million).
The number of FTEs decreased from 567 last year to 534 in
2021 due to cost efficiency programmes under the pandemic.
Poland: Total collections in 2021 were NOK 1,052 million
compared with NOK 1,033 million in 2020, a 2 % increase
year-on-year, however adjusted for FX underlying collections
were higher than last year by NOK 99 million (10 %).
Revenues from NPLs were also higher the last year with
lower interest revenue offset by significant over-performance
on collections which resulted in a large positive net gain from
purchase loan portfolios in 2021.
Cost to collect improved from 30 % to 25 % due to higher
gross collections combined with reduction in FTEs of 51
(-11%) to 433 (484) at the end of 2021.
FUNDING STRUCTURE AND FINANCING
During 2021, the Group has maintained its liquidity reserve,
increased headroom to its financial covenants and repaid part
of its debt.
The Group’s healthy funding structure and gearing ensures
liquidity and financial flexibility to deliver on our strategy.
The combination of equity, bank financing and bonds pro-
vides access to capital when larger opportunities arise, while
steady collections across the Group provide a strong operat-
ing cash flow.
The Group’s bank financing totals EUR 560 million in
facility lines and comprises of a EUR 510 million senior se-
cured revolving credit facility (“RCF”) with DNB Bank ASA,
Nordea Bank AB and Swedbank ABP with maturity date 31
May 2023, and a EUR 50 million senior secured bridge facil-
ity with DNB Bank ASA and Nordea Bank AB with maturity
date 3 May 2022.
In addition to the bank financing, the Group holds three
listed senior unsecured bond loans for a total of EUR 600
million. A nominal value of EUR 27 million is held as
treasury bonds, of which EUR 9 million is held in Bond 3
maturing in November 2022.
The rating agencies Moody’s and S&P upgraded their outlook
in their latest review in November. Moody’s affirmed the
Ba3 rating and changed their outlook to stable, while S&P
affirmed the B+ rating and changed their outlook to positive.
The upgrade in outlook reflects a combination of the Group’s
improved liquidity profile, its headroom to financial cove-
nants, the solid collection performance, and the affirmation
of the values of the Group’s REOs and secured portfolios.
FINANCIAL STATEMENTS
The Board is of the opinion that the annual financial state-
ments for 2021 provide a true and fair view of the net
assets, financial position and result of B2Holding ASA and
the Group for the year. The Group’s consolidated financial
statements are presented in compliance with Inter national
Financial Reporting Standards (IFRS) as adopted
by the EU.
Profit and loss
The Group recorded a full year operating profit of NOK 1,308
million for the year 2021, compared to NOK1,224 million in
2020. The cost to collect was 19 % which is a reduction from
21 % last year mainly due to focus on operational efficiency
and cost reductions.
Revenues from purchased loan portfolios amounted to
NOK 2,355 million compared to NOK 2,535 million in 2021.
Total revenues for the year amounted to NOK 3,155 million
compared to NOK 3,174 million in 2020, a decrease of NOK
19 million mainly due to lower interest revenue from
pur-
chased loan portfolios following lower portfolio purchases.
Operating expenses, excluding depreciation and amortisa-
tion and impairment losses and cost of collateral assets sold
decreased by NOK 117 million (7 %) in 2021 compared with
2020.
Net financial items ended at NOK 566 million (NOK 814
million), of which interest expenses on interest bearing debt
amounted to NOK 639 million (NOK 795million) and net
foreign exchange gains to NOK 5 million in 2021 (net loss of
NOK 65 million in 2020).
The number of FTEs in the Group was 1,979 (2,191) at the
end of 2021, a net decrease of 212 during the year. The FTE
numbers have decreased in all regions, with most significant
decrease in Central Europe (-22 %) and Poland (-11 %) due
to efficiency programs. Going forward, the number of FTEs
is expected to be further reduced as a result of the ongoing
efficiency programs and the planned reduction of geographi-
cal footprint.
Directors’ report
B2Holding ASA Annual report 2021
76
CASH FLOWS AND CASH COLLECTIONS
As described above, Gross collections decreased in 2021 by
NOK 224 million (4 %) to NOK 5,435 million due to FX,
with underlying Gross collections approximately 2% above
2020. The main increase in FX adjusted collections year-
on-year were in Poland and in South Eastern Europe, with
Northern Europe and Central Europe very close to last year,
but a reduction in Western Europe.
Cash flow from operating activities for the year ended at
NOK 3,505 million (NOK 3,193 million), NOK 311 million
(10%) higher than in 2020. The difference between operating
cash flows and the operating profit of NOK 1,308 million
(NOK 1,224 million) is mainly related to amortisation/
revaluation of purchased loan portfolios offset by unrealised
foreign exchange balances, paid taxes, and timing differences.
Cash flow from investment activities ended at minus NOK
1,155 million (NOK 1,760 million), while the Net cash flow
from financing activities in the period ended at minus NOK
2,385 million (NOK 1,489 million).
Balance sheet and liquidity
Total assets at 31 December 2021 amounted to NOK 15,315
million compared to NOK 17,169 million in 2020. The equity
amounted to NOK 4,993 million and the book equity ratio
was 32.6 % compared to 27.5 % at 31 December 2020.
Total book value of purchased loan portfolios ended at
NOK 10,921 million end of December 2021 which is NOK
2,112 million lower than year-end 2020. Net interest-bearing
debt as of 31 December 2021 was NOK 9,067 million com-
pared to NOK 11,068 million last year.
Cash and cash equivalents amounted to NOK 376 million
at the balance sheet date compared to NOK 423 million at the
end of 2020. The Group’s liquidity situation and the ability to
finance future investments are assessed as adequate.
PARENT COMPANY
B2Holding ASA, the parent company, recorded a full year loss
of NOK 32 million (NOK 110 million). Interest income from
Group companies was NOK 430 million in 2021 compared
to NOK 516 million in 2020. Net cash flow for the year
ended negative at NOK 5 million compared to a deficit of
NOK 1 million for 2020.
Total assets at 31 December 2021 amounted to NOK 9,594
million compared to NOK 10,946 million in 2020. The equity
amounted to NOK 3,416 million (NOK 3,717 million) and the
book equity ratio was 35.6 % (34 %).
Cash and cash equivalents amounted to NOK 0.07 mil-
lion at the balance sheet date compared to NOK 5 million
at the end of 2020. Of this amount, NOK 0.06 million were
restricted balances. The Company’s liquidity situation, ability
to finance future investments, meeting its obligation and the
solidity of the parent company are adequate and satisfactory.
FINANCIAL AND OTHER RISKS
B2Holding’s approach to risk management is to proactively
manage risks in order to ensure sustainable profits and value
generation for the Company’s stakeholders.
Reference is made to the Risk management report which is
an integral part of the Directors’ report.
The risk governance structure is overseen by the Board
through the Audit Committee, owned by the CEO and headed
by the Chief Risk Officer (CRO) with appointed risk manag-
ers from local entities. The Group Risk function works with
local risk managers to correctly identify and assess risks,
challenge risk assessments and act as a consultant to support
clear and transparent risk mapping process.
The Group Internal Audit function was established in 2021.
The Group’s Internal Audit is an independent review function
that reports directly to the Board via the Audit Committee.
The role of the Internal Audit is to provide independent
reasonable assurance to the Board and CEO of the effective-
ness of internal control, risk management and the Group’s
governing processes. The Internal Audit also provides advice
to Management and the Board regarding how the control
environ ment can be improved and how risks in internal con-
trol can be limited. The Internal Audit receives its instructions
from the Board via the Audit Committee, which also approves
Internal Audit’s annual plans, budgets and quarterly written
reports.
The Group’s core business is to generate profitable returns
through controlled exposure to credit risks in the form of
acquiring and managing non-performing loans. Therefore,
the Group actively pursues this type of risk which inherently
carries the highest potential impact on the income statement
and balance sheet. As such, there is an increased central focus
on this area of risk, with particular emphasis and oversight on
the portfolio acquisition process, performance management
and reporting.
B2Holding has continued to focus on risk management
throughout 2021 by strengthening the Risk function and by
developing independent, centralized asset valuation capacity.
The Enterprise Risk Management framework is gradually
being rolled out across the Group’s jurisdictions to facilitate
the analysis and monitoring of significant risks, aiming to
enable the Group’s management at all levels to more easily
identify and quantify risk factors that may negatively affect
the Company’s profitability and sustainability, while at the
same time strengthening internal controls and governance.
B2Holding is implementing risk management principles
based on the Committee of Sponsoring Organizations of the
Treadway Commission Enterprise Risk Management
(COSO ERM) framework with the overriding objectives to
achieve improved governance, drive operational excellence,
and to achieve enhanced value for the stakeholders.
Directors’ report
B2Holding ASA Annual report 2021
77
The components and principles of the COSO ERM frame-
work that B2Holding is actively embedding across the Group
are transforming the business into a risk aware organization.
The risk framework is underpinned by key principles which
define internal expectations on risk management with all em-
ployees expected to apply these principles in their daily work,
promoting risk ownership and management where it arises.
Business operations, Risk and Compliance functions and
the Internal Auditor are the key actors of the risk control
framework of the Group. During 2021, the Group has worked
to strengthen its internal governance with improved struc-
tures and increased oversight implemented in the portfolio
revision process and within the secured assets perimeter,
including re-organisation of key functions and decision-
making committees. The work to strengthen the Group’s risk
governance is expected to continue into 2022.
The Risk management principles are grouped into strategic,
financial and operational risk which are further divided into
different risk groups:
• The strategic risks are divided into management risk,
competition risk, macro and political risk and climate risk.
• The financial risks are divided into liquidity risk, currency
and interest risk, investment risk and fiscal risk.
• The operational risks consist of data protection risk,
regulatory risk, reputation risk, IT security risk, corruption
and other non-compliance risk and human capital risk.
For a more thorough description of the risk elements and
actions to mitigate the relevant risk, please see the Risk
Management report which constitutes an integral part of the
Director’s report.
Principal risks are identified through the Group-wide
risk framework or through incidents raised. All material
risks raised are discussed at periodic senior management
meetings, with mitigating actions defined and implemented,
and with improvements actively monitored by the Group
Risk function.
Environmental, Social and Governance (ESG) risks are
addressed in the Sustainability report which is an integral part
of the Director’s report.
The CEO and the Heads of Unsecured and Secured
Asset Management are responsible for and shall ensure that
all business units operate and develop in accordance with
B2Holding’s risk management and internal control policy and
routines.
The Board reviews the Group’s most important risk areas
and its approach to address the identified risks on an annual
basis.
ENVIRONMENT AND EMPLOYEES
Administration and personnel
B2Holding ASA, the Group’s head office located in Oslo, had
27 employees at the end of the year, of which 10 were women
and 17 were men.
There were reported 83 (1.2 %) days of sick leave in the
parent company B2Holding ASA in 2021 compared to 107
(2%) last year.
Throughout 2021, no incidents resulting in serious injury
or material damage have been reported. The workplace envi-
ronment is considered to be positive and improvements are
made on a continuous basis.
At 31 December 2021, the Board consisted of
seven
members of which three were women and four were men.
Equality and discrimination
The B2Holding Group has 2,230 employees at year-end
comprised of 1,493 women and 737 men, compared to 2,398
in 2020 of which 1,602 women and 796 men. The total
number of full-time equivalents (FTEs) at year-end was 1,979
of which 1,269 women and 710 men. The Group aims to be
a workplace where there is gender equality. The Group em-
ploys a policy where no discrimination is tolerated.
The Norwegian Equality and Anti-Discrimination Act aims
to promote equality and prevent discrimination based on the
basis of gender, pregnancy, leave in connection with childbirth
or adoption, care responsibilities, ethnicity, religion, belief,
disability, sexual orientation, gender identity, gender expres-
sion, age or other significant characteristics of a person. The
Group works actively, purposefully, and systematically to pro-
mote and ensure that the Group adheres to the funda mental
principles laid out by the Equality and Anti- Discrimination
Act. These activities are targeted in recruitment, wage and
working conditions, promotion, development, and protection
against harassment.
The Group introduced and implemented a Whistle blowing
Policy in 2021 and established a secure whistleblowing
reporting channel through an external provider. The whistle-
blowing channel is available for all business units in local
languages and employees are encouraged to report any irregu-
larities through this channel. A tailormade training targeting
all employees supported the implementation of the whistle-
blowing policy and channel.
The Group strives to be a workplace where disability dis-
crimination, mental or physical, is not tolerated. The Group
works to design and facilitate the physical environment to
make it accessible. Employees and applicants with physical
disabilities will receive individual solutions to facilitate their
workplace environment and responsibilities.
The Board wishes to thank all employees for all support
and efforts made for the achieved results and progress in 2021.
Directors’ report
B2Holding ASA Annual report 2021
78
Sustainability – Environmental, Social
and Governance (ESG)
Under section 3-3a and 3-3c of the Norwegian Accounting
Act, B2Holding is required to report on its corporate respons-
i bility and selected related issues. The Sustainability report is
based on principles described in the Euronext ESG Guide-
lines for listed companies and principles under the Global
Reporting Initiative (GRI).
In 2021, the Covid-19 pandemic continued to have a large
impact on societies around the world, with lockdowns, travel
restrictions and isolation requirements affecting everyone.
B2Holding has continued to prioritise its response to the
pandemic and has sought to ensure that its employees and
customers receive the support they need. The procedures and
protocols that were introduced in 2020 have proved resilient
throughout the pandemic and B2Holding have managed to
ensure both safe working conditions and continuing operations.
In the beginning of 2021, B2Holding became a signatory
to the UN Global Compact, committing the Group to its ten
principles including Human Rights, Labour, Environment
and Anti-Corruption. These principles are implemented
through internal policies and B2Holding’s Code of Conduct,
which supports the fundamental goal of building and sustain-
ing long-term relations with all stakeholders by maintaining
high ethical standards in every decision made. B2Holding
supports public accountability and transparency and there-
fore commits to reporting on its progress within one year of
joining the UN Global Compact and annually thereafter in
the form of a Communication on Progress (COP) regarding
the implementation of the ten principles. The Group’s first
COP was published in 2021.
During 2021, B2Holding developed and implemented its
Sustainability policy, as well as a set of other policies and
statements under the sustainability umbrella that have been
duly approved and will be implemented beginning of 2022.
The sustainability policy sets out B2Holding’s standards both
for how it intends to work with sustainability as a Group and
how it expects its employees and representatives to behave.
The policy will be reviewed periodically to ensure that
B2Holding is doing the best in this area.
A part of the sustainability strategy is commitment to the
Science Based Targets initiative (SBTi). The Board considers
SBTi’s criteria to be an appropriate method for committing
the Group to a set of targets in transitioning to net-zero emis-
sion and that it is robust and valuable for its shareholders.
The Head of Corporate Development is responsible for
the sustainability activities within the Company. In 2021,
a Corporate Sustainability Integration Committee (CSIC)
was established under the CEO, to ensure coordination and
integration in the Group. Led by the Head of Corporate De-
velopment, the CSIC comprises members from B2Holding’s
business lines, human resources, risk, compliance and
finance. The CSIC ensures that the Group’s Sustainability
strategy is anchored and implemented throughout the organi-
sation. Furthermore, all Group entities have appointed a local
sustainability ambassador to support and lead local initiatives,
in addition to harmonizing with Group initiatives.
B2Holding recognises that businesses play a key role in
achieving the 17 Sustainable Development Goals (SDGs) put
forth by the United Nations in 2015. The Group’s main contri-
bution as a debt solution provider lies in creating value for
the society by handling non-performing loans and supporting
customers (debtors) in solving their payment challenges,
enabling them to improve their financial situation and return
to the standard financial system.
Going into 2022, B2Holding is in a stronger position to
achieve its sustainability goals. B2Holding is ranked as the
number one in the sub-industry of consumer finance by Sus-
tainalytics and is assessed to have negligible ESG risk. In ad-
dition, the ESG reporting rating from the ESG100, provided
by The Governance Group, has risen from E to C, showing
that B2Holding is more transparent and maturing in this area.
Reference is made to the separate Sustainability report.
CORPORATE GOVERNANCE AND INTERNAL
CONTROL
Reference is made to the corporate governance report that
constitutes an integral part of the Directors’ report.
B2Holding ASA is subject to various corporate governance
reporting requirements under applicable regulations including
the Norwegian Code of Practice for Corporate Governance
(“the Code”) issued by The Norwegian Corporate Gover-
nance Board (NGCB or NUES) updated on 14 October 2021.
B2Holding reports that there are no deviations from the
Code.
B2Holding considers solid corporate governance as a nec-
essary condition for gaining the credibility needed to access
the non-performing loan market, the capital markets and the
most valuable of them all, namely the market of human capital
that ultimately creates value for B2Holding’s stakeholders in
a sustainable way. A well-functioning corporate governance
framework is the cornerstone to ensuring that the organi-
sation has an effective and balanced internal management
control system, with clear delineated responsibilities, and
administers subsequent accountability. B2Holding is subject
to extensive external regulatory framework described in the
corporate governance report which is reflected in B2Holding’s
internal control mechanisms.
The setup of the internal governance structure reflects both
the Article of Associations, resolutions and proxy given by the
Company’s shareholders in the Annual General Meeting, as
well as the policies and instructions that are adopted by the
Board.
Directors’ report
B2Holding ASA Annual report 2021
79
The Annual General Meeting adopts the Instruction for its
Nomination Committee submitting proposals for the election
of the members of the Board and the Chair of the Board,
remuneration to the members and the Chair, and for the
members of the Board committees.
At B2Holding ASA’s Annual General Meeting on 20 May
2021, Adele Bugge Norman Pran and Thale Kuvås Solberg
were elected for a period until the Annual General Meeting
in 2023 and Harald L. Thorstein, Niklas Wiberg, Trygve
Lauvdal, Grethe Wittenberg Meier and Trond Kristian
Andreassen were elected for the period until the Annual
General Meeting in 2022.
The Board established the Audit Committee after the
Annual General Meeting on 20 May 2021 with Adele Bugge
Norman Pran as leader and Thale Kuvås Solberg and Trond
Kristian Andreassen as committee members. The external
auditor, EY, participates in meetings with the Audit Commit-
tee when matters falling within the scope of the external
auditors’ responsibilities are considered. The Instruction for
the Auditing Committee was updated on 27 January 2021 in
order to reflect new regulatory requirements with effect from
1 January 2021. The Instruction to the Audit Committee is
available on the Company’s website.
The Board established the Remuneration Committee after
the Annual General Meeting on 20 May 2021 with Harald L.
Thorstein as the leader and Trygve Lauvdal as a committee
member.
The Board has both managerial and supervisory duties and
approves the Corporate Governance Principles and the Code
and is responsible for compliance with the principles.
B2Holding commits to ethical and sustainable business
practices, reliable and transparent financial reporting, and
compliance with all regulations, requirements, and industry
standards in each of the countries where the Group operates.
Corporate governance within the Group is therefore about
more than how the Board and the Management conduct
themselves, it is also about consolidating and further develop-
ing the Group’s values and its ethical footprint.
The Board has adopted a set of policies and instructions
which further define the governance structure of B2Holding
ASA and the Group. These policies, instructions and proce-
dures outline and clarify the different levels of responsibilities
within the Group, and which limitations or control
mechanisms coincide with these responsibilities.
The Board will at all times ensure that B2Holding com-
plies with the requirements of section 3-3b of the Norwegian
Accounting Act and the Code. This is done by ensuring
that the topic of good governance is an integral part of the
decision-making process in matters dealt with by the Board.
B2Holding’s corporate governance principles are subject to
annual review and discussion by the Board.
The Group is currently structured into regional areas and
follows an operational product line matrix for Unsecured
Asset Management and Secured Asset Management. Both the
Head of Unsecured Asset Management as well as the Head
of Secured Asset Management are, together with the Group
CEO and the support from the Group functions, responsible
for and shall ensure that all business units in the Group oper-
ate and develop in accordance with the governance policies,
instructions, procedures, and Code of Conduct as outlined by
the Board.
For investment in and evaluation of loan portfolios, the
Board has established policies for an internal control frame-
work including an Investment Committee and an invest-
ment office in Luxembourg headed by the Chief Investment
Officer. This framework is established to control the specific
operational risks and risks related to financial reporting of
purchased loan portfolios.
Management prepares monthly consolidated financial
reports that are sent to the Board. When the Group’s quarter-
ly financial reports are to be presented, the Audit Committee
reviews the reports prior to the Board.
The Board annually reviews the strategic plan and as part
of the preparation for the strategic discussion, the Board also
reviews the Group risk exposures.
The members of the Board and the CEO’s possible liability
to the Company and third parties are individually covered
under a Nordic Directors & Officers Liability Insurance up to
30 June 2022, after which it will be renewed.
NOMINATION COMMITTEE
B2Holding’s Nomination Committee is stated in the Articles
of Association. The Nomination Committee shall have three
members, including the head of the Committee. As to the
composition of the Nomination Committee, the interests of
the shareholders will be considered, and the majority of the
members shall be independent of the Board and of the Group
Management. The Nomination Committee shall not include
any Executives or any member of the Board. The Chair of the
Board and the CEO shall be invited to minimum one meeting
of the Nomination Committee and the Nomination Commit-
tee
shall have individual discussions with all members of the
Board before it gives its final recommendation to the Annual
General Meeting.
The Nomination Committee shall propose and present
candidates for election to the Board at the Annual General
Meeting. At B2Holding ASA’s Annual General Meeting on
20May 2021, Kjetil Garstad (leader), Albert Collet and Hans
Thrane Nielsen were elected for a period until the Annual
General Meeting in 2023.
Directors’ report
B2Holding ASA Annual report 2021
80
EQUITY
The parent company’s share capital at 31 December 2021
amounted to NOK 41 million and total book value of equity
was NOK 3,416 million. Total book value of equity for the
Group at 31 December 2021 was NOK 4,993 million corre-
sponding to a book equity ratio of 32.6 %. Considering the
nature and scope of B2Holding’s business, the Board of Direc-
tors considers that the Company has adequate equity.
The Board proposes to the Annual General Meeting a
proxy to distribute a cash dividend of NOK 0.42 per share
for the financial year 2021. The Board has updated the
Dividend Policy aligning relevant regulations balancing the
Company’s commitments to the credit market to increase
its attractiveness in the equity markets. This is done by
broadening the range for aggregated distributable amount for
dividend and repurchase of treasury shares combined to 20-
50 % of Net profit reflected in last approved audited Annual
accounts, as well as taking into account future market oppor-
tunities in addition to solidity and liquidity aspects when
assessing the distributable amount. The Dividend Policy is
available on the Company’s website.
GOING CONCERN
The annual accounts for 2021 have been prepared on a going
concern basis and in the opinion of the Board, the accounts
provide a fair representation of the Company’s business and
financial results. The Board of Directors confirms that the
going concern assumption has been satisfied.
OUTLOOK
Fourth quarter 2021 was a solid quarter that indicated a
strong momentum into 2022. B2Holding has observed more
investment activity and an improved pipeline into 2022
compared with one year ago. The unsecured collections and
secured recoveries have proven to be solid throughout 2021
which continued into fourth quarter with a positive momen-
tum into first quarter of 2022.
The cost levels have been maintained at a low level through
cost discipline and operational improvements, among other
via automation and process optimization that will continue
into 2022.
The comprehensive re-underwriting process of secured
assets in 2021 has identified excess values in secured assets
which substantiate the expectations of cash recoveries in our
secured portfolios going forward. Market activity picked up in
the fourth quarter 2021 and portfolio acquisitions more than
doubled compared with the third quarter 2021.
The co-investment partnership with PIMCO predominantly
for B2Holding’s back book in secured assets is setting the
grounds for a mutually beneficial cooperation going forward.
Going into 2022, the Board sees an improving pipeline
which signals a more normalized and balanced market. With
a strong balance sheet and one of the lowest leverage ratios in
the industry, B2Holding is well positioned to take part in what
the Board believe will be a more active market going forward.
The outlook for the future development in the unsecured
markets remains positive, with a visible improvement of the
counter-pandemic measures taken by the governments.
The recent development of inflation rates in several
juris dictions, fuelled to a large extent by the increasing cost
of utilities and particularly energy prices, may pose new
challenges to the collection processes, however their effects
have not yet been visible. At the same time those new macro-
economic trends should increase activity in the unsecured
NPL market, and the Group is well prepared to participate
in this growth. Improvements in Group processes have also
resulted in good performance and created a strong foundation
for the further growth of the unsecured business.
As a result of the pandemic and the prolonged uncertainty,
the Group will continue to carefully monitor the market and
remain price disciplined while maintaining an opportunistic
approach to portfolio purchases. At the same time, the Group
will focus on strengthening its balance sheet, and improve
headroom to loan covenants.
During the pandemic, B2Holding’s primary concern has
been the well-being of its employees, followed by ensuring
business continuity and regularity, and it has actively ad-
dressed both as the pandemic progressed.
Governmental measures such as lockdowns and forced
closures of businesses, have among others had an effect on
the local bailiff and court systems during 2021, as well as for
many customers who have found themselves in a more chal-
lenging and uncertain financial situation.
The Group’s values emphasizing both ethical and respon-
sible collections, have been fundamental and more important
than ever.
B2Holding moved their workforce to work-from-home
within weeks from the inception of the pandemic, and
throughout the pandemic the Group has complied with
all regulations imposed by the local health authorities and
governments. This allowed the Group to mitigate the risks
caused by the lockdowns imposed in 2020 and 2021.
The Ukraine situation
In light of the ongoing Russian invasion of Ukraine, the
primary business focus is to evaluate potential risks affecting
the Company. B2Holding does not have any operations or
employees in Ukraine or Russia. B2Holding’s priority is to
ensure the health and safety of its employees in the neigh-
bouring countries, make sure that the Group comply with
international sanctions on Russia and honouring commit-
ments to business partners. At the time of publishing this
Directors’ report
B2Holding ASA Annual report 2021
81
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Adele Bugge Norman Pran
Board Member
/sign/
Niklas Wiberg
Board Member
/sign/
Trond Kristian Andreassen
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Grethe Wittenberg Meier
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Erik J. Johnsen
Chief Executive Officer
Oslo, 26 April 2022
report, there is large uncertainty associated with the macro-
economic implications of the geopolitical situation.
ALLOCATIONS
The Board has proposed to cover the parent company’s loss
after tax of NOK 32 million with Other equity. The Board has
proposed to the Annual General Meeting a cash dividend for
2021 of NOK 171 million (NOK 0.42/share) of which NOK
3 million is dividend for treasury shares acquired under the
share buy-back program as of 31 March 2021.
The Board has proposed to the Annual General Meeting
to decrease the parent company’s Share capital and Other
paid in capital by cancellation of its 8,767,774 treasury shares
acquired under the share buy-back program. A creditor dead-
line of six weeks will apply before implementation.
The Board is of the opinion that, after the net dividend
payment of NOK 168 million for 2021 and the cancellation of
the acquired treasury shares, the Group will have adequate
liquidity, financial strength, and flexibility to provide suffi-
cient support to its operations within the Group’s strategy and
market requirements.
Directors’ report
B2Holding ASA Annual report 2021
82
HARALD L. THORSTEIN
• Independent
• Chair of the Board since
May 2020
• Founder and owner of the
London based advisory com-
pany Arkwright London Ltd.
He has previously held posi-
tions in Seatankers Manage-
ment and DnB Markets.
• Chair of the Board of Altus
Intervention Holding AS and
board member of DOF Subsea
AS. Extensive board experience
includes Aktiv Kapital, Axactor,
SFL Corp and Seadrill.
• MSc in Industrial Economics
and Technology Management
with specialization within
Finance and Optimization.
Number of board meetings
in 2021: 21
Number of shares: 125,000
Born: 1979
Board of Directors
Board of Directors
TRYGVE LAUVDAL
• Represents second largest
shareholder Rasmussen-
gruppen AS
• Board member since May
2020 and previously from
2013 to 2018
• Investment director at
Rasmussen gruppen AS.
Prior to this, he worked nine
years as an equity analyst
in DNB, specializing in the
technology, industrial and
renewable energy sectors.
• Board member of Net1
Inter national Holdings AS,
and Nykode Therapeutics AS.
• PhD in Engineering Cyber-
netics from Norwegian
University of Science and
Technology (NTNU)
Number of board meetings
in 2021: 21
Number of shares: 0
Born: 1969
NIKLAS WIBERG
• Represents largest share-
holder Prioritet Group AB
• Board member since May
2018. Deputy board member
2016-2018, board member
2013-2016.
• Executive Vice President
and Deputy CEO at Prioritet
Finans AB, Sweden’s largest
buyer of invoices. Prioritet
Finans is owned by the
Wiberg family.
• Magister level degree in
Business with Specialisation
in accounting, finance, and
entrepreneurship.
Number of board meetings
in 2021: 21
Number of shares: 0
Born: 1978
ADELE BUGGE NORMAN
PRAN
• Independent
• Board member since
May 2018
• Management consultant,
Board Professional and
Investor. Professional experi-
ence from private equity and
M&A consulting. Partner and
CFO in Herkules Capital for
12 years.
• Chair of the board of Zalaris
ASA. Board member of Yara
International ASA, ABG
Sundal Collier ASA, Hitecvi-
sion AS, Motor Gruppen AS,
Løvenskiold-Fossum ANS and
Bane Nor Sf.
• Cand. jur degree from
University of Oslo, Master
of Accounting from NHH
Norwegian School of
Economics.
Number of board meetings
in 2021: 20
Number of shares: 90,000
Born: 1970
B2Holding ASA Annual report 2021
83
THALE KUVÅS SOLBERG
• Independent
• Board member since May
2021
• Head of Professional Services
in Volue AS. Previous posi-
tions include CEO at SMB
LAB (part of SpareBank1)
and various leadership roles
in SpareBank1, Ernst & Young
Advisory and JP Morgan
Chase.
• Board member of Ztl Payment
Solution AS and deputy board
member of AtB AS.
• Holds the title of “Sivil-
økonom” from NHH
Norwegian School of
Economics and has a MSc
in Risk Management from the
University of Southampton,
UK and a BSc in International
Business from Copenhagen
Business School.
Number of board meetings
in 2021: 14
Number of shares: 0
Born: 1977
Board of Directors
GRETHE WITTENBERG
MEIER
• Independent
• Board member since May
2018
• CEO at Privatmegleren AS.
Previous positions include
CEO at Terra Aktiv Eiendoms-
megling AS, CEO at SATS AS,
CEO at Vita AS and marketing
director at Bank2 AS.
• Chair of the Board of Eiendom
Norge AS. Board member of
Privatmegleren Nyeboliger AS
and Vita Holdco AS.
• Bachelor of Commerce/
Business Studies from The
Norwegian Business School
(BI).
Number of board meetings
in 2021: 21
Number of shares: 25,000
Born: 1965
TROND KRISTIAN
ANDREASSEN
• Independent
• Board member since May
2020.
• Managing owner of Vimar AS.
Previous positions include
CEO and Member of the
Board of Avida Finans, CEO
at Gothia Financial Group
and CEO (Nordic, Spain and
Holland and CEO Group
Factoring Europe) at Arvato
Financial Solutions.
• Member of the board in
Lillestrøm Sportsklubb.
• Bachelor of Business
Administration from BI
Norwegian Business School.
Number of board meetings
in 2021: 21
Number of shares: 165,000
Born: 1963
B2Holding ASA Annual report 2021
84
Financial
statements
06
B2Holding ASA Annual report 2021
85
All figures in NOK million unless otherwise stated
Consolidated financial statements
Year ended 31 December Notes 2021 2020
Interest revenue from purchased loan portfolios 4 2 344 2 765
Net credit gain/(loss) from purchased loan portfolios 4 11 -230
Profit from shares in associated parties/joint ventures and participation loans/notes 17 99 45
Interest revenue from loan receivables 99 217
Net credit gain/(loss) from loan receivables -6 -79
Revenue from sale of collateral assets 20 164 72
Other revenues 7 444 385
Total revenues 6 3 155 3 174
Expenses from services provided 8 -420 -454
Personnel expenses 9 -870 -893
Other operating expenses 10 -350 -411
Cost of collateral assets sold, including impairment 20 -119 -78
Depreciation and amortisation 15 -85 -108
Impairment losses 14,15 -3 -6
Operating profit/(loss) 1 308 1 224
Financial income 1 56
Financial expenses -572 -805
Net exchange gain/(loss) 5 -64
Net financial items 11 -566 -814
Profit/(loss) before tax 742 411
Income tax expense 12 -169 -102
Profit/(loss) after tax 573 309
Profit/(loss) attributable to:
Parent company shareholders 573 309
Non-controlling interests 0 0
Earnings per share (in NOK):
Basic 13 1.40 0.75
Diluted 13 1.39 0.75
Consolidated income statement
B2Holding ASA Annual report 2021
86
All figures in NOK million unless otherwise stated
Consolidated financial statements
Year ended 31 December Notes 2021 2020
Profit/(loss) after tax 573 309
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations -217 129
Hedging of currency risk in foreign operations 4 15 52
Tax attributable to items that may be reclassified to profit or loss -11
Other comprehensive income -202 170
Total comprehensive income 371 479
Total comprehensive income attributable to:
Parent company shareholders 371 479
Non-controlling interests 0 0
Consolidated statement
of comprehensive income
B2Holding ASA Annual report 2021
87
All figures in NOK million unless otherwise stated
Consolidated financial statements
As at 31 December Notes 2021 2020
Deferred tax asset 12 279 323
Goodwill 14 787 824
Tangible and intangible assets 15,16 295 330
Investments in associated companies and joint ventures 17 349 247
Purchased loan portfolios 4 10 921 13 033
Loan receivables 18 206 235
Participation loans/notes 17 505 624
Other non-current financial assets 18 54 3
Total non-current assets 13 396 15 620
Other current assets 19 260 253
Collateral assets 20 1 284 873
Cash and cash equivalents 21 376 423
Total current assets 1 920 1 549
Total assets 15 315 17 169
Share capital 22 41 41
Other paid in capital 22 2 843 2 843
Other capital reserves 23 59 39
Foreign currency translation reserve 231 433
Other equity, including net profit for the year 1 818 1 362
Equity attributable to parent company's shareholders 4 992 4 718
Equity attributable to non-controlling interests 1 1
Total equity 4 993 4 719
Deferred tax liabilities 12 291 295
Non-current interest bearing loans and borrowings 24 6 825 10 116
Other non-current liabilities 16,25 93 131
Total non-current liabilities 7 208 10 542
Current interest bearing loans and borrowings 24 2 400 1 153
Bank overdraft 24 219 222
Accounts and other payables 26 173 154
Income taxes payable 12 13 39
Other current liabilities 16,27 309 339
Total current liabilities 3 114 1 908
Total equity & liabilities 15 315 17 169
Oslo, 26 April 2022
Consolidated statement of financial position
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Adele Bugge
Norman Pran
Board Member
/sign/
Niklas Wiberg
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Grethe Wittenberg
Meier
Board Member
/sign/
Trond Kristian
Andreassen
Board Member
/sign/
Erik J. Johnsen
Chief Executive
Officer
B2Holding ASA Annual report 2021
88
All figures in NOK million unless otherwise stated
Consolidated financial statements
Attributable to parent company’s shareholders
Notes
Share
capital
Other
paid-in
capital
Other
capital
reserves
Foreign
currency
translation
reserve
1)
Other
equity Total
Non-
controlling
interests
2)
Total
equity
At 1 January 2020 41 2 843 24 263 1 065 4 236 1 4 237
Profit for the year after tax 309 309 0 309
Other comprehensive income 170 170 170
Total comprehensive income 170 309 479 0 479
Issue of share capital 22 0 0
Share based payments 23 4 4 4
Other restricted capital 11 -11 0 0
Dividend paid to parent
company's shareholders 22 0 0
Dividends to non-controlling interests 0 0 0
Sale of non-controlling interests 0 0 0
At 31 December 2020 41 2 843 39 433 1 362 4 718 1 4 719
Profit for the year after tax 573 573 0 573
Other comprehensive income -202 -202 -202
Total comprehensive income -202 573 371 0 371
Issue of share capital 22 0 0
Buy-back share programme 22 0 -31 -31 -31
Share based payments 23 6 6 6
Termination of issued share options -10 -10 -10
Other restricted capital 14 -14 0 0
Dividend paid to parent company's
shareholders 22 -61 -61 -61
Dividends to non-controlling interests 0 0 0
Sale of non-controlling interests 0 0 0 0
At 31 December 2021 41 2 843 59 231 1 818 4 992 1 4 993
Consolidated statement
of changes in equity
1) Including NOK 15 million in 2021 (NOK 41 million in 2020) in foreign exchange hedging instruments of net investment in foreign operations, please
refer to note 4.2 for further details.
2) Minority interest in Latvia and Polen, please refer to note 29 for further details.
B2Holding ASA Annual report 2021
89
All figures in NOK million unless otherwise stated
Consolidated financial statements
Consolidated statement
of cash flows
Year ended 31 December Notes 2021 2020
Cash flow from operating activities
Profit before tax 742 411
Adjustment for non-cash items:
Amortisation/revaluation of purchased loan portfolios 2 714 2 743
Repossession of collateral assets -559 -619
Cost of collateral assets sold, including impairment 20 119 78
Share of profit in associated parties/joint ventures/participation notes 17.1 -99 -45
Finance income 11 -1 -56
Finance costs 11 572 805
Unrealised foreign exchange differences 44 -208
Other items 164 187
Operating cashflows:
Income tax paid during the year -153 -112
Interest received 1 1
Decrease/(increase) in current assets -4 -10
Decrease/(increase) in other non-current financial assets -67 23
Increase/(decrease) in current liabilities 49 -5
Increase/(decrease) in non-current liabilities -17 2
Net cash flow from operating activities 3 505 3 193
Cash flow from investing activities
Payment of purchased loan portfolios 4 -1 192 -1 756
Investment in subsidiary companies and joint ventures 100 64
Payment of contingent consideration 5 -14 -22
Purchase of tangible and intangible assets 15 -50 -45
Proceeds from the sale of tangible and intangible assets 0
Net cash flow from investing activities -1 155 -1 760
Cash flow from financing activities
Proceeds from the issue of new shares 22
Payment buy-back share programme 22 -31
Proceeds from new external loans during the year 24 16 605 15 577
Repayment of external loans during the year 24 -18 259 -16 290
Repayment of principal amount on lease liabilities 16 -46 -39
Interest paid -582 -736
Termination of issued share options 23 -10
Dividend paid to parent company's shareholders 22 -61
Dividends paid to non-controlling interest 0 0
Net cash flow from financing activities -2 385 -1 489
Net cash flow during the year -35 -56
Cash and cash equivalents at 1 January 201 259
Exchange rate difference on cash and cash equivalents -9 -2
Cash and cash equivalents at 31 December 157 201
Cash and cash equivalents comprised of:
Cash and short-term deposits 21 376 423
Bank overdraft 24 -219 -222
157 201
For changes in the presentation of the Consoliated statement of cash flows, please refer to note 1.6.
B2Holding ASA Annual report 2021
90
All figures in NOK million unless otherwise stated
Consolidated financial statements
Notes to the consolidated
financial statements
NOTE 1: GENERAL INFORMATION, BASIS OF PREPARATION,
CONSOLIDATION PRINCIPLES, NEW AND AMENDED
STANDARDS ADOPTED BY THE GROUP AND NEW AND
AMENDED STANDARDS ISSUED BUT NOT YET EFFECTIVE
1.1 General information
B2Holding ASA (the Company or Parent) and its subsidiaries
(together the Group) is a pan-European debt investor and servicer.
The business consists of purchase, management and collection of
unsecured and secured non-performing loans.
B2Holding ASA is a Norwegian public limited company listed on the
Oslo Stock Exchange (Oslo Børs) with ticker B2H. The Company’s
registered office is at Stortingsgaten 22, 0161 Oslo, Norway.
The consolidated financial statements of the Group for the year
ending 31 December 2021 were authorised for issue in accordance
with a resolution of the Board of Directors on 26 April 2022.
1.2 Basis of preparation
The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting
Standards (IFRS) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies
reporting under IFRS. The consolidated financial statements comply
with IFRS as issued by the International Accounting Standards
Board (IASB) and approved by the EU.
Preparation of the financial statements, including note disclosures,
requires management to make estimates and assumptions that affect
amounts reported. Actual results may differ. See note 3 “Critical
accounting judgments and key sources of estimation uncertainty”.
The consolidated financial statements have been prepared on a
historical cost basis except for the following assets and liabilities that
are measured at fair value:
• derivatives,
• contingent considerations arising from business combinations,
• participation loan/notes, and
• structured bond and investment funds
The functional currency of B2Holding ASA is the Norwegian krone
(NOK). The B2Holding Group consolidated financial statements are
presented in NOK and all values are rounded to the nearest million
(NOK’000 000) except when otherwise indicated. B2Holding ASA
has been granted permission from the Norwegian authorities to
publish the Group accounts in English only.
The Group consolidated financial statements are prepared on the
basis of uniform accounting principles for similar transactions
and events. Unless otherwise stated the accounting policies as set
out below have been consistently applied to all reporting periods
presented. Presentation and classification of items in the financial
statements is also consistent for the periods presented.
1.3 Consolidation principles
The consolidated financial statements comprise of the financial
statements of the Group at 31 December 2021. Control is achieved
when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the Group
controls an investee if, and only if, the Group has:
• power over the investee (i.e. existing rights that give it the current
ability to direct the relevant activities of the investee),
• exposure, or rights, to variable returns from its involvement with
the investee, and
• the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights
result in control. To support this presumption and when the Group
has less than 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 an investee, including:
• the contractual arrangement with the other vote holders of the
investee,
• rights arising from other contractual arrangements, and
• the Group’s voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts
and circumstances indicate that there are changes to one or more of
the three elements of control. Consolidation of a subsidiary begins
when the Group obtains control over the subsidiary and ceases when
the Group loses control of the subsidiary. Assets, liabilities, income
and expenses of a subsidiary acquired or disposed during the year
are included in the consolidated financial statements from the date
the Group gains control until the date the Group ceases to control
the subsidiary.
Profit or loss and each component of other comprehensive income
are attributable 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 in line with the Group’s accounting
policies. All intra-group assets, liabilities, equity, income, expenses
and cash flows relating to transactions between members of the
Group are eliminated in full upon consolidation.
A change in the ownership interest of a subsidiary, without a loss of
control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the
related assets (including goodwill), liabilities, non-controlling
interest and other components of equity while any resultant gain
or loss is recognised in profit or loss. Any investment retained is
recognised at fair value.
B2Holding ASA Annual report 2021
91
All figures in NOK million unless otherwise stated
Consolidated financial statements
1.4 New and amended standards adopted by the Group
The adoption of the following standards and interpretations has
not had any material impact on the disclosures or on the amounts
reported in these financial statements:
• Amendments to IFRS 9 Financial Instruments, IAS 39 Financial
Instruments, IFRS 7 Statement of Cash Flows, IFRS 4 Insurance
Contracts and IFRS 16 Leases – Interest Rate Benchmark
Reform – Phase 2. The relevant reference rates for the Group are
EUROBOR, NIBOR, STIBOR, CIBOR and WIBOR. Although
with a reformed methodology, these reference rates will remain
in 2021 and for the foreseeable future. Therefore, the adoption
of the amended standards has not had any material impact on
the disclosures or on the amounts reported in the interim report
ended 31 December 2021, nor is it expected to have any material
impact on the financial statements of the Group in future periods.
1.5 New and amended standards issued but not yet effective
The Group has not early adopted new and revised IFRS standards
which are not yet mandatory or effective.
The Group does not expect that the adoption of these accounting
standards in future periods will have a material impact on the
financial statements.
1.6 Change in presentation of financial information
Consolidated statement of cash flows
The presentation of the Consolidated statement of cash flows has
been changed in 2021.
Gross collections from purchased loan portfolios, Interest income
from purchased loan portfolios and Net credit (gain)/loss from
purchased loan portfolios are now presented net in Amortisation/
revaluation of purchased loan portfolios, while previously in three
separate rows.
Repossession of collateral assets, Cost of collateral asset sold,
including impairment and Share of profit in associated parties/joint
ventures/participation notes are presented in separate lines under
Adjustment for non-cash items. Previously these were presented
under Operating capital adjustments.
Finance income, Finance costs and Interest received are presented
in separate lines. These were previously reported under Cash flow
from operating activities in line Interest paid and Other items, except
for gain on purchased own bonds in 2020, that was previously
reported under Net cash flow from financing activities (“Repayment
of external loans during the year”).
NOTE 2: SIGNIFICANT ACCOUNTING PRINCIPLES
The following accounting principles applied by the Group when
preparing its consolidated financial statements.
2.1 Business combinations and goodwill
Business combinations are accounted for using the acquisition
method. According to this method, acquisitions of subsidiaries are
viewed as transactions by which the Group indirectly acquires the
subsidiary’s assets and assumes its liabilities and contingent liabilities
and values those assets and liabilities meeting the conditions for
recognition under IFRS 3 Business Combinations, at their fair value
on the acquisition date.
The Group’s cost of the subsidiary’s shares or operations consists
of the fair value of the consideration given on the transfer date,
including any conditional purchase consideration which is
recognised as a liability at fair value at the acquisition date, as well
as the amount of any non-controlling interest in the subsidiary.
Contingent consideration is a financial instrument and falls within
the scope of IFRS 9 Financial Instruments. Any changes in the fair
value of contingent consideration are recognised in the consolidated
income statement. A contingent payment that is considered to be
remuneration for future services of employees or former owners of
the acquiree is recognised as personnel costs.
Non-controlling interests arise in cases where the Group
acquires less than 100 % of the shares in the subsidiary. For each
business combination, the Group elects whether to measure the
non-controlling interest in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred and included in
other operating expenses in accordance with the acquisition method.
In business combinations where the Group’s cost exceeds the net fair
value of the identifiable assets, liabilities and contingent liabilities,
the difference is reported as goodwill. If the difference is negative, it
is recognised directly in the consolidated income statement.
Following initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s cash-generating
units (CGU), or groups of cash-generating units, that are expected
to benefit from the synergies of the combination, irrespective of
whether other assets or liabilities of the Group are assigned to those
units or groups of units.
Goodwill is tested for impairment annually, or more frequently if
events or changes in circumstances indicate that the carrying value
may be impaired, by comparing the carrying amount of the CGU,
including goodwill, with the recoverable amount of the CGU. The
Group calculates the recoverable amount of the CGU by determining
the higher of the fair value less cost to sell and its value in use. The
key assumption for the value in use calculation is the forecasted
cash flows during the forecast period, WACC and growth rate. If the
recoverable amount of the CGU is less than the carrying value of
the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of
each asset in the unit. An impairment loss recognised for goodwill is
B2Holding ASA Annual report 2021
92
All figures in NOK million unless otherwise stated
Consolidated financial statements
recognised immediately in the consolidated income statement and is
not reversed in a subsequent period.
On disposal of an operating unit within a CGU to which goodwill
has been allocated, the goodwill associated with that operation is
included in the carrying amount of the operation when determining
the gain or loss on disposal.
2.2 Investments in associated companies and joint
arrangements
An associated company is an entity over which the Group
has significant influence and that is not a subsidiary or a joint
arrangement. Significant influence is the power to participate in
the financial and operating policy decisions of the investee but
without the ability to have control over those policies. Significant
influence normally exists when the Group has 20 % to 50 % voting
power through ownership or agreements. Investments in associated
companies are accounted for using the equity method.
A joint arrangement is a contractual arrangement whereby the
Group and other parties undertake an economic activity that is
subject to joint control. That is when the strategic financial and
operating policy decisions relating to the activities of the joint
arrangement require the unanimous consent of the parties sharing
control. If the parties to the joint arrangement have rights to the net
assets of the arrangement, the arrangement is classified as a joint
venture and accounted for using the equity method. If the parties
have rights to the assets and obligations for the liabilities relating to
the arrangement, the arrangement is classified as a joint operation.
The Group’s participation in joint arrangements is all classified as
joint ventures. See further details about investments in associated
companies and joint ventures in note 17.
Under the equity method the investment is recognised at cost and
subsequently adjusted to the Group’s share of the change in the
investment’s net assets since acquisition date. The equity method
is applied from the date a significant influence arises until the time
it ceases, or the associated company or joint venture becomes a
subsidiary. Adjustments are made where necessary to bring the
accounting policies in line with those of the Group.
The financial statements of the associates and joint ventures are
prepared for the same reporting period as the Group, except for the
Joint Venture EOS Credit Funding BL DAC, which prepare financial
statements for the period 1 March to 28 February. Adjustments are
made for the effects of transactions or events that occur between the
date of the Group’s consolidated financial statements and that date.
If the Group’s share of reported losses in the investment exceeds its
carrying value, the carrying value is reduced to zero. Losses can be
offset against the Group’s unsecured receivables from the investment
if they constitute a part of the net investment. Further losses are not
recognised provided the Group has not issued guarantees to cover
them.
2.3 Foreign currencies
The consolidated financial statements are presented in NOK, which
is B2Holding ASA’s functional currency. Transactions in foreign
currencies are initially recognised in the functional currency at the
exchange rate at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated to the
functional currency using the exchange rate at the reporting date. All
exchange differences are recognised in the income statement with the
exception of exchange differences on foreign currency borrowings
that provide an effective hedge against a net investment in a foreign
entity, or monetary items that are regarded as a part of the net
investments. These exchange differences are recognised as a separate
component of other comprehensive income until the disposal of the
net investment or settlement of the monetary item, at which time
they are recognised in the income statement. Tax charges and credits
attributable to exchange differences on those borrowings are also
recognised in other comprehensive income. Non-monetary items
measured at historical cost in foreign currency are translated using
the exchange rates at the dates of the initial recognition. The date
of initial recognition for non-monetary assets on which the Group
has paid an advance consideration is the date of the payment of the
advanced consideration.
The Group has foreign entities with functional currency other than
NOK. At the reporting date, the assets and liabilities of foreign
entities with functional currencies other than NOK are translated
into NOK at the rate of exchange at the reporting date and their
income statements are translated at the average exchange rates for
the year. The translation differences arising from the translation are
recognised in other comprehensive income until the disposal of the
net investment, at which time they are recognised in the income
statement.
2.4 Purchased loan portfolios
Purchased loan portfolios consist of portfolios of non-performing
loans and debt, purchased at prices significantly below the nominal
receivable. They are recognised at amortised cost according to the
credit-adjusted effective interest method in accordance with the
rules for credit-impaired receivables set out in IFRS 9 Financial
instruments. Purchased loan portfolios are classified as non-current
assets in the statement of financial position.
The credit-adjusted effective interest method is a method of
calculating the amortised cost of a credit-impaired financial asset
and of allocating the interest income to the income statement over
the relevant period. The credit-adjusted effective interest rate is the
rate that exactly discounts estimated future cash receipts through
the expected life of the financial instrument, or when appropriate a
shorter period, to the net carrying amount of the financial asset.
In connection with purchased loan portfolios, the effective interest
rate is calculated based on the acquisition cost, including all
transaction costs, and estimated future cash flows which includes the
nominal amount, reminder fees, collection fees and late interest that,
based on a probability assessment, are expected to be received from
debtors.
Each portfolio is initially recorded in the statement of financial
position at cost, including all transaction costs. Subsequent price
adjustments for portfolios acquired are recorded as an adjustment
to the statement of financial position. Interest income on purchased
loan portfolios is accrued monthly in the income statement based
on each portfolios credit adjusted effective interest rate. Monthly
cash flows greater than the cash flow forecast for the same period
are recorded as part of the “Net credit gain/loss purchased loan
portfolios” in the period. Likewise, monthly cash flows that are
less than the monthly cash flow forecast for the same period are
also classified as part of the “Net credit gain/loss purchased loan
portfolios” in the period.
B2Holding ASA Annual report 2021
93
All figures in NOK million unless otherwise stated
Consolidated financial statements
Portfolios are defined to be the lowest reliable level for aggregating
accounts with similar attributes, such as accounts in the same
jurisdiction or similar types or classes of debt. Typically, each
portfolio consists of an individual acquisition of receivables. The
portfolio is accounted for as a single unit for the recognition of
income, principal payments and adjustments due to the recalculation
of the estimated future cash flows.
The Group also acquires portfolios on a forward flow basis. This
means that a contract is established for purchases of loan portfolio
at an agreed price as a percentage of a nominal receivable, but where
the volumes of debts are not fully known at the time of agreement.
The acquisition (delivery) of forward flow debts can be done on
a monthly basis. For reporting and IFRS evaluation purposes, the
Group combines these acquisitions into portfolio pools by vendor
and sets future collections expectations based on these combined
pools. The internal rate of return can therefore vary from each pool
based on content of the pool.
Unidentified receipts and excess payments
The Group receives large volumes of payments from debtors. There
are instances where the sender’s reference information is missing or
incorrect making it difficult to allocate the payment to the right case.
There are also situations where payments are received on closed
cases. In such instances, a liability is recognised in the statement of
financial position for unidentified or incorrectly received payments.
A reasonable search and attempt to contact the payment sender
is made but, failing this, the payment is recognised as income at
intervals that are permitted according to the rules and business
practices of the local jurisdiction.
Collateral assets
In connection with the acquisition and recovery of purchased loan
portfolios, the Group may become owner of assets such as land,
buildings or other physical goods. These assets are only acquired
as part of the recovery strategy for the purpose of being divested
within the Group’s ongoing operations to maximize the value of
recoveries. Such assets are classified as inventories and recognised
in the balance sheet at the lower of cost and net realisable value in
accordance with IAS 2 Inventories.
2.5 Segments
An operating segment is a part of the Group that generates income
and incurs expenses, and for which separate financial information is
available that is evaluated regularly by the chief operating decision
maker, the Chief Executive Officer, in deciding how to assess
performance and allocate resources to the operating segment.
The Group’s operating segments are the geographical regions:
• Northern Europe (NE)
Norway, Sweden, Denmark, Finland, Estonia, Latvia and
Lithuania
• Poland
• Central Europe (CE)
Croatia, Slovenia, Serbia, Montenegro, Bosnia and
Herzegovina, Austria, Czech Republic, and Hungary
• Western Europe (WE)
Spain, Italy and France
• South Eastern Europe (SEE)
Bulgaria, Romania, Greece and Cyprus
• Central Functions (CF)
including the Parent company and Group functions in
Luxembourg.
Results from purchased loan portfolios are included in the region
where the portfolio is originated. The breakdown by geographical
region is also used for internal monitoring in the Group.
Revenue and operating profits are reported by geographical region.
Financial income and expenses are not as the allocation of financial
items is dependent on the Group structure and financing and is not
affected by the actual performance of the regions.
2.6 Revenue from contracts with customer
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured, regardless of when payment is being made.
Revenue is measured at the fair value of the consideration received
or receivable, taking into account contractually defined terms of
payment and excluding taxes and duties. Revenue from contracts
with customers are mainly revenue from external collection,
telemarketing, fraud prevention and credit information services.
Revenue from contracts with customers is presented in one-line item
in the consolidated income statement as part of “Other revenues”
and specified in note 7 Other revenues.
2.7 Taxes
Current income tax:
Income tax assets and liabilities for the current and prior periods are
measured at the amount expected to be recovered from or paid to
the tax authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted at the
balance sheet date in the countries where the Group operates. When
there is uncertainty regarding if particular tax treatments made in
tax filings will be accepted by the tax authorities, but acceptability
is probable, accounting tax positions are determined consistently
with the treatment in the tax filings. If acceptability is not probable,
the uncertainty is reflected when determining the accounting tax
positions.
Income tax relating to items recognised directly in other
comprehensive income or equity is recognised in other
comprehensive income or equity and not in the income statement.
Deferred tax:
Deferred income tax is computed using the liability method on
temporary differences between the tax basis of assets and liabilities
and their carrying amounts in the statement of financial position at
the reporting date.
Deferred tax assets and liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill or in respect
of temporary differences associated with investments in subsidiaries,
associates or joint ventures where the timing of the reversal of the
temporary difference can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised in the statement of financial
position to the extent it is more likely than not that the tax assets will
be utilised. The enacted tax rates at the end of the reporting period
and undiscounted amounts are used.
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The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of
the deferred tax asset to be utilised. Unrecognised deferred tax assets
are reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the
deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that
are expected to apply to the year when the asset is realised or the
liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted at the reporting date. Deferred tax
assets and deferred tax liabilities are offset, if a legally enforceable
right exists to set off current tax assets against current tax liabilities
and the deferred taxes relate to the same taxable entity and the same
taxation authority.
Sales tax:
Revenues, expenses and assets are recognised net of the amount of
sales tax, except:
• where the sales tax incurred on the purchase of assets or services
is not recoverable from the tax authority so that the sales tax
is recognised as part of the cost of acquisition of the asset or
as part of the expense item. This is the case in many of the tax
jurisdictions in which the Group operates where the collection of
debts is not subject to sales tax; and
• receivables and payables which are subject to sales tax are stated
with the amount of sales tax included.
The net amount of the sales tax recoverable from, or payable to, the
tax authority is included as part of receivables or payables in the
statement of financial position.
2.8 Tangible assets
Tangible assets, such as improvements to rented offices, equipment,
fixtures and fittings are recognised at cost less accumulated
depreciation and accumulated impairment, if any. Cost includes the
purchase price and costs directly attributable to installing the asset
in the way intended. Repair and maintenance costs are expensed as
incurred.
Depreciation is calculated on a straight-line basis over the useful
life of these assets, and for improvements to rented offices, over the
remaining expected term of the property lease, if this is less than the
useful life. For practical reasons, the residual value of the asset is set
to zero.
The carrying values of tangible fixed assets are reviewed for
impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable. The tangible assets’
residual values and useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
A tangible fixed asset is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal.
The gain or loss arising on the disposal or retirement of an item
of tangible asset is determined as the difference between the sales
proceeds and the carrying amount of the asset and is reported as
other revenues or other operating expenses in the income statement
as part of operating profit or loss.
2.9 Leases
The Group leases various office buildings, vehicles, and smaller
equipment. Rental contracts are typically made for fixed periods of
6months to 10 years but may have extension or termination options.
Contracts may contain both lease and non-lease components. The
group allocates the consideration in the contract to the lease and
non-lease components based on their relative stand-alone prices.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of
the contractual lease payments.
The group is exposed to potential future increases in variable lease
payments based on an index or rate, which are not included in
the lease liability until they take effect. When adjustments to lease
payments based on an index or rate take effect, the lease liability is
reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost.
The finance cost is charged to profit or loss over the lease period to
produce a constant periodic rate of interest on the remaining balance
of the liability for each period. For the classification in the statement
of cash flow the interest payments on the lease liabilities follow the
same principles as other interests.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability,
• any lease payments made at or before the commencement date
less any lease incentives received,
• any initial direct costs, and
• restoration costs
Right-of-use assets are generally depreciated over the shorter of the
asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases of equipment and
vehicles and all leases of low-value assets are recognized on a
straight-line basis as an expense in profit or loss. Short-term leases
are leases with a lease term of 12 months or less.
2.10 Intangible assets
Intangible assets include purchase of software and intangible assets
acquired separately or in a business combination. Internal expenses
for IT development and internal and external maintenance expenses
are expensed as incurred.
Intangible assets acquired separately are measured on initial
recognition at cost. The cost of intangible assets acquired in a
business combination is its fair value as at the date of acquisition.
Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and accumulated impairment losses,
if any. Intangible assets with finite lives are amortised on a straight-
line basis over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be
impaired.
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The intangible assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each reporting date. The amortisation
expense on intangible assets with finite lives is presented in the
income statement as part of “Depreciation and amortisation”.
The gain or loss arising from derecognition of an intangible asset
is determined as the difference between the sales proceeds and
the carrying amount of the asset and is reported as other revenues
or other operating expenses in the income statement as part of
operating profit or loss.
2.11 Impairment of tangible assets and other non-current assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. If it
is not possible to estimate the recoverable amount of an individual
asset, the Group determines the recoverable amount of the cash-
generating unit to which the asset belongs.
An asset’s (or cash-generating unit’s) recoverable amount is the
higher of fair value less costs of disposal and value in use. In
assessing value in use, the estimated future cash flows are discounted
to their present value using a discount rate that reflects current
market assessments of the time value of money and the risks specific
to the asset or the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset (or cash-generating unit) is
estimated to be less than its carrying amount, the carrying amount
of the asset (or cash-generating unit) is reduced to its recoverable
amount. The impairment is recognised in the income statement.
If the impairment is subsequently reversed, for assets other than
goodwill, the carrying amount of the asset (cash-generating unit) is
increased to the updated estimate of its recoverable amount to the
extent the increased carrying amount does not exceed the carrying
amount that would have been recognised had no impairment losses
been recognised for the asset (or cash-generating unit) in prior years.
See also section 2.1 Business combinations and goodwill and section
2.10 Intangible assets for the specific criteria which is applied in
determining the impairment of these classes of asset.
2.12 Financial assets and liabilities: classification, measurement
and impairment
A financial instrument is defined as any form of agreement giving
rise to a financial asset in a company and a financial liability or
equity instrument in a counterparty. The Group’s main financial
assets and liabilities are described below. See section 2.13 for a
description of the Group’s use of derivative financial instruments for
the purpose of risk management.
Within the scope of IFRS 9 Financial instruments, financial assets
are classified as either financial assets held at fair value through
profit or loss (FVTPL), financial assets held at fair value through
other comprehensive income (FVOCI) or financial assets held at
amortised cost. Financial assets held at FVTPL are derivatives,
equity-traded instruments and other investments not meeting the
criteria of cash flows consisting of solely payments of principal
and interest (SPPI). Financial assets at FVOCI meet the SPPI
criteria and have a business model of Hold to collect and sell. All
other financial assets are those meeting the SPPI criteria and with
a business model of Hold to collect and are measured at amortised
cost. Financial liabilities are classified as either financial liabilities
at fair value through profit or loss or at amortised costs. Financial
assets and liabilities measured at FVTPL include derivatives not
designated for hedging purposes, assets held for trading and financial
assets and liabilities that are not classified in one of the other
categories.
Financial assets and liabilities are recognised by the Group when
it becomes party to the contractual provisions of the instrument
and are initially measured at fair value, which normally equals the
transaction price. The Group determines the classification of its
financial assets and financial liabilities at the point in time of initial
recognition.
Purchased loan portfolios:
Purchased loan portfolios are measured at amortised cost. Their
accounting treatment is described in more detail in section 2.4 and
note 3.
Loan receivables:
Loan receivables are issued loans measured at amortised cost using
the effective interest rate method, less impairment which is the
difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate.
See note 18.1 Loan receivables for additional information.
Participation loan/notes:
Participation loans/notes are measured at FVTPL. See note 17
Investments in associated companies and joint ventures and
participation loans/notes/funds for additional information.
Other non-current financial assets:
are primarily derivatives measured at FVTPL.See note 18.2 for
additional information about fair value financial assets.
Other current assets:
Accounts and other receivables are recognised when the Group has
performed and there is a contractual obligation on the counterparty
to pay, even if an invoice has not yet been received. Accounts
receivables are recognised when an invoice has been sent. Accounts
and other receivables are recognised initially at fair value and
subsequently measured at amortised cost less any loss allowance.
The loss allowance is based on a lifetime credit loss (ECL) model.
The anticipated maturity of these receivables is short, so their
carrying values are not discounted.
Customer cash accounts, included in Other, represent cash received
on collection of a specific debt on behalf of a client and payable
to the client within a specific period of time. The same amount is
reported within other payables.
Cash and cash equivalents:
Cash and cash equivalents consist of cash and short-term deposits
as well as immediately available balances with banks and similar
institutions. Short-term deposits are easily and readily convertible to
a known amount of cash and have a maturity of not more than three
months.
Interest-bearing loans and borrowings including overdrafts:
Bonds are initially recognised at the fair value of the consideration
received less directly attributable transaction costs. After initial
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recognition, interest-bearing loans and borrowings, are subsequently
measured at amortised cost using the effective interest method and
included in net financial items. The upfront fees are a part of the
borrowing cost and are recognised as part of the interest expense
in accordance with the effective interest method. Due to their
nature, other loans and borrowings are recognised at nominal value
with accrued interest in the balance sheet. Directly attributable
transaction costs for these loans are offset against the liability and
amortised over the lifetime of the loan.
Accounts and other payables:
Payables are recognised when the counterparty has performed and
there is a contractual obligation on the Group to pay, even if an
invoice has not yet been received. Accounts payable are recognised
when an invoice has been received.
Accounts and other payables are recognised initially at fair value
and subsequently measured at amortised cost. The anticipated
maturity of these payables is short, so their carrying values are not
discounted.
Impairment of financial assets:
IFRS 9 Financial Instruments requires recognition of expected
credit losses (ECL) for the Group’s investments in debt instruments
measured at amortised cost. The Group applies the practical
expedient of the lifetime ECL model for accounts receivable. For
loan receivables at amortised cost, the ECL 3-stage model is applied.
In stage 1, ECL from default events that are possible within the next
12 months is recognised. In stage 2 and 3 (credit risk has increased
significantly since initial recognition), lifetime ECL is recognised.
Loan receivables are transferred from stage 1 to stage 2 when days
past due are 11 days. The purchased loan portfolios are credit-
impaired at acquisition and are out of scope for the general ECL
impairment model. Full lifetime ECL is included in the estimated
cash flows when calculating the effective interest rate, and no
additional loss allowance recognition is required at inception.
2.13 Derivatives
The Group uses the following derivative financial instruments to
hedge its risks associated with interest rates and foreign exchange
rates: interest rate swaps (with or without cap), interest rate caps,
foreign exchange swaps and cross currency rate swaps (with or
without cap).
The derivative financial instruments are measured at fair value. Any
gains or losses arising from changes in fair value on derivatives that
are not cash flow hedges or hedges of net investments are recognised
in the income statement as financial income or expense.
Derivatives are recognised without any offsetting; as assets when the
value is positive and as liabilities when the value is negative, unless
the Group has the intention or legally enforceable right to settle the
contracts net.
2.14 Derecognition of financial assets and liabilities
The Group derecognizes a financial asset when the contractual
rights to the cash flow from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of
ownership of the asset to another party.
A financial liability is derecognised when the obligation under the
liability is discharged, cancelled, or expires. Where an existing
financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated
as a derecognition of the original liability and the recognition of a
new liability, and the difference in the respective carrying amounts is
recognised in the income statement.
2.15 Offsetting of financial instruments
Financial assets and financial liabilities are offset with the net
amount reported in the statement of financial position only if there is
a current enforceable legal right to offset the recognised amounts and
an intent to settle on a net basis, or to realise the assets and settle the
liabilities simultaneously.
2.16 Fair value of financial instruments
The fair value of financial instruments that are traded on active
markets at each reporting date is determined by reference to quoted
market prices or dealer price quotations, without any deduction for
transaction costs.
For financial instruments that are not traded on an active market,
the fair value is determined using appropriate valuation techniques
which include:
• using recent arm’s length market transactions
• reference to the current fair value of another instrument that is
substantially the same and
• a discounted cash flow analysis or other valuation model.
An analysis of the fair values of financial instruments and further
details as to how they are measured are provided in note 4 Financial
risk management.
2.17 Provisions
Provisions such as workforce reductions, onerous contracts and
legal claims are recognised when the Group has a present legal or
constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation, and
the amount can be reliably estimated. Provisions are measured at
management’s best estimate of the expenditure required to settle
the obligation at the reporting date and are discounted to present
value. Where the Group expects full or partial reimbursement of the
expense related to the provision, for example under an insurance
contract, the reimbursement is recognised as a separate asset but
only when the reimbursement is virtually certain.
2.18 Pensions and other post-employment liabilities
Defined contribution pension plans:
The Group has a series of defined contribution pension plans which
are pension plans under which the Group pays contributions to
publicly or privately administered pension insurance plans on a
mandatory, contractual, or voluntary basis. The contributions are
recognised as employee benefit expense when they are due.
The Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all
employees the benefits relating to employee service in the current
and prior periods, and therefore does not record a pension liability
in the statement of financial position.
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Other post-employment liabilities:
The Group’s employees in certain jurisdictions are entitled to
one month’s severance pay in the event of old-age or disability
retirement, in accordance with national labour regulations. This
post-employment liability is based on a valuation carried out by
a professional actuarial firm.
Provisions for other termination benefits are created once
employment is terminated.
2.19 Share based payments
Members of the Group management and some key employees may
receive remuneration in the form of share-based payments that are
considered as equity-settled share-based payments.
The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made, see further details in
note 23 Share based payments. The fair value reflects market
performance conditions, while service and non-market performance
conditions are not considered. The cost is recognised as personnel
costs, with a corresponding increase in other capital reserves, over
the vesting period. The cumulative expense recognised at each
reporting date until the vesting date reflects the extent to which
the vesting period has expired and the Group’s best estimate of the
number of equity instruments that will ultimately vest. The Group is
obliged to withhold and pay an amount, and report the full amount,
to local tax authorities for the employee’s tax obligations associated
with redemption of vested share options. In addition, the Group may
be obliged to report and pay social security tax.
No expense is recognised for awards that do not ultimately vest
because of non-market performance and/or service conditions not
being met. Where an award is cancelled by the entity, any remaining
element of the fair value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is reflected as additional
share dilution in the computation of diluted earnings per share. For
further details, see note 13 Earnings per share.
2.20 Equity and net investment hedge
Share capital is stated at the nominal value of the shares that have
been issued.
Other paid-in capital consists of any premiums received in
connection with the initial issue of share capital. Any transaction
costs associated with the issuing of shares are deducted from other
paid-in capital, net of any related income tax benefits.
Other capital reserves represent the cumulative cost of share-based
payments, as described in note 2.18 above.
The effects of exchange differences on translation of foreign currency
are included as a separate component of equity.
The Group hedges net investments in foreign operations when
feasible. The hedged risk is the foreign currency translation risk
caused by the consolidation of an investment in a foreign subsidiary
with a different functional currency than the parent. With hedge
accounting, the change in carrying amount due to exchange rate
fluctuations to the degree considered an effective hedge, will be
reported as “Hedging of currency risk in foreign operations” in
Other comprehensive income. Gains or losses on the hedging
instrument relating to the effective portion of the hedge are
recognised as Other comprehensive income while any gains or
losses relating to the ineffective portion are recognised in the income
statement. On disposal of the foreign operation, the cumulative value
of any such gains or losses recorded in equity is transferred to the
statement of profit or loss. For further details, see note 4 Financial
risk management.
Other equity includes current and prior period results as disclosed in
the consolidated statement of profit or loss and other comprehensive
income.
2.21 Dividends
The Group recognises a liability to pay a dividend to owners
of equity once it has been approved by the shareholders at the
Shareholders’ General Meeting. A corresponding amount is
recognised directly in equity.
Dividend revenue is recognised when the Group’s right to receive
the payment is established, which is generally when the shareholders
have approved the dividend.
2.22 Classification in the statement of financial position
Current assets and liabilities include items due less than one year
from the reporting date, and items tied to the operating cycle, if
longer. Other assets are classified as non-current assets. The current
portion of long-term debt is included as current liabilities.
2.23 Related parties
Parties are defined as related parties if one party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating
decisions. Parties are also related if they are subject to common
control or common significant influence. All transactions between
the related parties are based on the principle of ‘arm’s length’
(estimated market value).
2.24 Consolidated statement of cash flows
The indirect method is used for the consolidated statement of cash
flows which reconciles the change in cash and cash equivalents to
the profit for the year before tax. For the purpose of the consolidated
statement of cash flows, cash and cash equivalents, defined in section
2.12 Financial assets and liabilities, are shown net of any outstanding
bank overdrafts.
Foreign subsidiary transactions are translated in the cash flow
statement at the average exchange rate for the period. Acquired and
divested subsidiaries are recognised as cash flow from investing
activities on a net basis after deducting cash and cash equivalents in
the acquired or divested company.
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NOTE 3: CRITICAL ACCOUNTING JUDGEMENTS AND KEY
SOURCES OF ESTIMATION UNCERTAINTY
The preparation of consolidated financial statements requires
management to make judgements and assumptions that can
significantly affect the amounts recognised in the financial
statements. Additionally, major sources of estimation uncertainty
at the end of the reporting period can have a significant risk of
resulting in a material adjustment to the carrying amounts of assets
or liabilities in future periods.
Key sources of estimation uncertainty and critical judgements are
continually evaluated and updated based on expectations about
future events that are believed by Management to be reasonable
under the circumstances.
When applying the Group’s accounting policies, Management has
made the following judgements, which have the most significant
effect on the amounts recognised in the consolidated financial
statements:
Purchased loan portfolios – classification
Purchased loan portfolios are the primary business activity of the
Group and consist of portfolios of non-performing loans and debt,
purchased at prices significantly below the nominal value of the
receivable. After adoption of IFRS 9 Financial Instruments on 1
January 2018, these portfolios are defined as credit-impaired at
acquisition, and classification under IFRS 9 Financial Instruments
is dependent on an evaluation of the B2Holding business model
and whether these portfolios meet the SPPI criteria (cash flows
are solely payments of principal and interest). If these portfolios
are determined to meet the criteria for a business model of Hold
to collect and the cash flows consist of only principal and interest,
then the classification is amortised cost. If not amortised cost, then
the classification would be measurement at fair value over other
comprehensive income (FVOCI), as the SPPI criteria is met and the
business model would be Hold to collect and sell. Management has
performed a detailed analysis and exercised significant judgement
related to the classification of the purchased loan portfolios upon
implementation of IFRS 9 Financial Instruments. Management
reviewed the portfolio cash flows, collection methods, and strategies
as well as the infrequency of sales of individual receivables claims in
the process of coming to a classification decision. It is management’s
conclusion that the IFRS 9 Financial Instruments criteria for a
business model of Hold to collect and the SPPI criteria are satisfied
for these portfolios. Purchased loan portfolios will continue to be
measured at amortised cost using the effective interest method in
accordance with the rules for credit-impaired at acquisition financial
assets as set out in IFRS 9 Financial Instruments.
Purchased loan portfolios – recognition in the income
statement
The Group uses a credit-adjusted effective interest rate method to
account for the loan receivables in the purchased loan portfolios.
The use of the credit-adjusted effective interest rate method requires
the Group to estimate future cash flows at each balance sheet
reporting date. The underlying estimates that form the basis for
interest income recognition and impairment losses on the portfolios
depends on variables such as the ability to contact the customer
and reach an agreement, estimated timing of cash flows, the general
economic environment and statutory regulations. Interest income
from purchased loan portfolios is the calculated amortised cost
interest revenue from the purchased loan portfolios using the
credit-adjusted effective interest rates set at initial acquisition in the
consolidated income statement. If the estimations for future periods
are revised, the Group adjusts the carrying amount of the portfolios
and loans to reflect actual and revised estimated cash flows in
accordance with IFRS 9.B5.4.6. This adjustment, due to changes in
the actual and estimated cash flows, is recognised in the consolidated
income statement as “Net credit gain/loss from purchased loan
portfolios”. Events or changes in assumptions and Management’s
assessments and judgement will affect the amount and timing of the
recognition of interest income and impairment losses. For further
details, see note 4 Financial risk management.
Purchased loan portfolios – measurement
Purchased loan portfolios consist mainly of acquired credit-
impaired (non-performing) loans and receivables (non-derivative
financial assets). When these portfolios meet the definition
of having cash flows that are payments of solely principal and
interest and are managed in a business model of Hold to collect,
they are measured at amortised cost. The initial book value of the
purchased loan portfolios is at fair value, defined as the acquisition
cost plus transaction expenses at the time of purchase. Subsequent
measurement is at amortised cost using the credit-adjusted effective
interest rate established as of the date of initial acquisition of the
portfolio. Events or changes in actual versus estimated collections
and Management’s assessment of future cash flows will impact the
net present value of future cash flows and therefore the amortised
cost book value of the purchased loan portfolios. Significant
estimates have been made by management with respect to the
collectability of future cash flows from portfolios. The cash flow
estimates are prepared by management over a forecast period of
time. If the cash flow estimates are revised, the carrying amount is
recalculated by computing the present value of estimated future cash
flows using the original credit-adjusted effective interest rate.
Management’s interpretations of historical cash flows, type of
receivable, age, face value of the individual account, collaterals and
experience from other portfolios form the basis for the cash flow
estimates. Actual results may differ from the estimates, making it
reasonably possible that a change in estimates could occur and
impact the carrying value of the related purchased loan portfolio.
On a quarterly basis Management reviews the estimates of future
cash flows and whether it is reasonably possible that its assessment
of collectability may change based on actual results and other factors
that may have an impact on the estimates. Where management is
made aware of special circumstances relating to a purchased loan
portfolio that may affect the reliability of previous assumptions, they
will review and, if necessary, change the future cash flow estimates
For further details, see notes 2.4 Purchased loan portfolios and 4
Financial risk management.
Goodwill impairment testing
In accordance with IAS 36, goodwill is tested at least on an annual
basis for impairment. If a loss in value is indicated, the recoverable
amount is the cash-generating unit’s (CGU’s) fair value less the cost
of disposal or its value in use. When testing goodwill for impairment,
Management defines the recoverable amount as the estimated value
in use. The value in use is the net present value of the estimated
cash flows before tax. The discount rate used is the weighted
average cost of capital (WACC) before tax calculated for each CGU.
Estimating the financial assets’ recoverable amount is based on
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Consolidated financial statements
Management’s judgements related to estimates of future performance
and cash flows, the interest income generating capacity of the assets
and assumptions related to future market conditions. A possible
impairment of goodwill is determined by assessing the recoverable
amount of the CGU (or group of CGUs) to which the goodwill
relates. For specific details related to the testing of goodwill, see note
14 Goodwill.
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the
extent that it is probable that taxable profit will be available against
which the losses can be utilised. Significant management judgment
is required to determine the amount of deferred tax assets that will
be recognised, based upon the reliable evidence as to the estimated
timing and amount of the future taxable profits. Further details are
included in note 2.7 and note 12 Income tax.
B2Holding ASA Annual report 2021
100
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 4: FINANCIAL RISK MANAGEMENT
4.1 Financial risk
The Group’s activities are exposed to financial risks: market risk, currency and interest rate risk, credit risk, liquidity risk and cash flow risk.
The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance.
Market and regulatory environment:
The primary market risk for the Group is related to general economic conditions and statutory regulations in various geographical markets
which have an impact on the debtors’ ability to pay and vendors’ criteria for selling portfolios of loans and receivables. The services and
products offered in the respective geographical markets are subject to strict local laws and regulations, including requirements for lending,
ownership and debt collection licenses, as well as legislation concerning personal data protection. Any legislative changes concerning
consumer credit could affect the Group’s earnings, market position and range of products and services.
Currency and interest rate risk:
The strategy of the Group is to manage and limit both currency and interest rate risk. The Group holds various derivative financial
instruments with the purpose of reducing its interest rate exposure and achieving a suitable currency ratio between its assets and liabilities.
Currency risk:
Net debt adjusted for derivatives are made in relevant currencies reflecting the underlying expected future cash flows from loans and
receivables. The exceptions are Croatian Kuna (HRK), Romanian Leu (RON), Bulgarian Lev (BGN), Hungarian Forint (HUF), Bosnian
Convertible Mark (BAM), Czech Koruna (CZK) and Serbian Dinar (RSD) where all borrowing is done in EUR.
The Group’s bond loans is denominated in EUR and borrowings under the multi-currency revolving credit facility and the bridge facility are
drawn in PLN, SEK and NOK. To obtain a more balanced currency basket, the Group has entered into the following currency derivatives
at 31 December 2021: (i) FX Forward of NOK 400 million bought against DKK, (ii) FX Forward of NOK 500 million bought against EUR,
(iii) FX Forward of NOK 400 million bought against SEK, (iv) FX Forward of NOK 100 million sold against PLN and (v) FX Forward of
RON 5.5 milion bought against EUR. At 31 December 2021, Net debt amounted to NOK 9,129 million. Adjusted for the currency derivatives
mentioned above, the net debt represented a currency basket comprising EUR: 68 %, PLN: 15 %, SEK: 12 % and DKK: 5 %.
Interest rate risk:
The Group uses interest rate swaps and interest rate caps to reduce its interest rate exposure. The Group’s strategy is to hedge between 60 %
and 120 % of Net debt up to a maximum period of 5 years. The hedging ratio at 31 December 2021 was 90 % with a duration of 1.4 years.
Under the arrangements in effect at 31 December 2021, a 1 %-point decrease in market interest rates is estimated to have a negative effect
on net financial items of NOK 8 million, including a decrease in the fair value of the derivatives of NOK 25 million. A 1 %-point increase in
market interest rates is estimated to have a negative effect on net financial items of NOK 18 million, including an increase in the fair value of
the derivatives of NOK 31 million. The reason for the negative effect if interest rates fall is that the interest bearing loan agreements (both the
multi-currency revolving credit facility, the bridge facility and the bond loans) have capped the floating rate to zero, which means that the
benefit of any current negative interest ratesis not fully matched by the derivatives whose main purpose is to avoid increased financing costs
if interest rates rise.
In general, changes in macroeconomic factors such as interest rates may impact the debtors’ ability to repay their debt and thereby influence
the future cash flow received from the portfolios.
The currency sensitivity analysis shown below is based on book value of loans and receivables at 31 December 2021, net of Net debt and the
effect of currency derivatives.
B2Holding ASA Annual report 2021
101
All figures in NOK million unless otherwise stated
Consolidated financial statements
The EUR has an opposite effect to the other currencies in the table above because EUR net borrowings, including derivatives, exceeds the
book value of EUR loans and receivables. The reason for this is that all borrowings relating to the acquisition of loan portfolios in Czech
Republic, Croatia, Serbia, Bosnia and Herzegovina, Hungary, Romania and Bulgaria are done in EUR and not in their local currency, as
mentioned in the currency risk paragraph above.
Credit risk:
Most of the loans and receivables are unsecured. As long as there is uncertainty about the ability of debtors to fulfil their obligations, there
will also be considerable risk linked to cash collected from the Group’s loans and receivables. Management’s view is that the real credit risk
exposure is reduced through the price discount paid on acquisition of the portfolios.
In order to minimise the credit risk exposure, the Group continues to invest in staff with broad experience in credit management, and focus
on increased analytical approaches to portfolio assessments. In addition, the Group’s investment in effective IT systems and a more uniform
cross-border business model will result in better control of the Group’s business, which in turn will also help reduce the risk of credit losses.
Refer to note 32 for subsequent events impact on credit risk.
Liquidity risk:
The Group’s multi-currency revolving credit facility of EUR 510 million, the EUR 50 million bridge facility and the three senior unsecured
bond loans of in total EUR 600 million, and the cash and cash equivalents, totalling NOK 11,963 million at 31 December 2021, ensures
necessary funding to meet future payment obligations. At 31 December 2021, the Group had an unused part of the revolving credit facility
totalling EUR 182 million or NOK 1,818 million, an unused part of the multi-currency overdraft totalling EUR 18 million or NOK 180 million
and cash and cash equivalents of NOK 376 million.
Currency
Closing rate at
31 December 2021
against NOK
NOK
strengthens
by 20 %
NOK
strengthens
by 10 %
NOK
weakens
by 10 %
NOK
weakens
by 20 %
DKK 1.3432 -135 -67 67 135
EUR 9.9888 207 104 -104 -207
HRK 1.3291 -545 -273 273 545
SEK 0.9745 -164 -82 82 164
HUF 0.0271 -11 -5 5 11
BAM 5.1073 -8 -4 4 8
RSD 0.085 -20 -10 10 20
PLN 2.1729 -125 -62 62 125
RON 2.0183 -100 -50 50 100
BGN 5.1073 -122 -61 61 122
CZK 0.4018 -65 -33 33 65
GBP 11.8875 1 1 -1 -1
Total impact on book values -1 087 -543 543 1 087
Maximum exposure to credit risk 2021 2020
Purchased loan portfolios 10 921 13 033
Loan receivables 206 235
Participation loans/notes 505 522
Other non-current financial assets 54 3
Accounts receivable 32 33
Other current assets 228 220
Cash and cash equivalents 376 423
Total at 31 December 12 322 14 470
B2Holding ASA Annual report 2021
102
All figures in NOK million unless otherwise stated
Consolidated financial statements
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:
Capital structure:
The Group’s Net interest-bearing debt was NOK 9,067 million at 31 December 2021. Total equity, net of intangible assets (incl. goodwill),
was NOK 4,065 million and total assets, net of intangible assets (incl. goodwill), was NOK 14,388 million.
The Group monitors its capital structure by calculating a total loan to value ratio, defined as Net debt, adjusted for vendor financing, earn
out, financial lease, fair value of hedging instrument, less cash and deposits divided by the carrying value of purchased loan portfolios, loan
receivables, joint venture investments, REO and goodwill. The total loan to value ratio at 31 December 2021 was 65.4 % which is lower than
the maximum allowed loan to value covenant requirement under the multi-currency revolving credit facility of 75 %.
Refer to note 24 for more information about the Group’s financial covenants.
12 months
or less 1-2 years 2-5 years
More than
5 years
Interest bearing loans & borrowings
(current and non-current) 2 945 5 124 2 050
Other non-current liabilities 37 40 8
Bank overdraft 219
Accounts and other payables 173
Other current liabilities 282
Total at 31 December 2021 3 619 5 161 2 090 8
Interest bearing loans & borrowings
(current and non-current) 1 840 2 769 8 312
Other non-current liabilities 56 58 15
Bank overdraft 222
Accounts and other payables 154
Other current liabilities 313
Total at 31 December 2020 2 529 2 825 8 371 15
Refer to note 32 for subsequent events impact on liquidity risk.
B2Holding ASA Annual report 2021
103
All figures in NOK million unless otherwise stated
Consolidated financial statements
The Group uses interest rate swaps and caps to hedge (from floating to fixed) its interest rate risk exposure, and foreign exchange forward
contracts to hedge its currency exposure. The fair value of the interest swaps and caps at 31 December 2021 was positive with NOK 48
million and the fair value of the foreign exchange forward contracts at 31 December 2021 was positive with NOK 18 million. In total the fair
value of all derivatives at 31 December 2021 was positive with NOK 67 million.
In addition to changes in fair value, net financial items is also affected by the interest paid and received under the interest rate swaps and
foreign exchange forwards. The net interest cost from the interest rate swaps was NOK 7 million in 2021 and the net interest revenue from
foreign exchange forwards was NOK 7 million.
Currency
pair
Buy amount
in currency
Buy
amount
in NOK
Forward
rate
Sell
amount
currency Spot rate
Fair
value
NOK
Start
date
Due
date
Currency derivatives:
FX forward NOK/EUR 49 492 10.1602 500 10.1275 8 10.12.2021 14.03.2022
FX forward DKK/NOK 400 400 1.3655 293 1.3629 4 10.12.2021 14.02.2022
FX forward SEK/NOK 400 400 0.9907 404 0.9895 7 10.12.2021 14.01.2022
FX forward NOK/PLN 46 99 2.1926 100 2.1952 -0 10.12.2021 14.01.2022
FX forward EUR/RON 15 30 4.9633 3 4.9509 -0 10.12.2021 14.01.2022
FX forward RON/EUR 2 19 4.9612 10 4.9494 0 21.12.2021 14.01.2022
18
Instrument Currency
Notional
amount in
currency
Notional
amount in
NOK
Fixed
rate Strike
Floating
3M IBOR
Fair
value
NOK Start Due
Interest rate derivatives:
Interest rate swap
with cap EUR 60 599 1.1695 % -0.57 % 0 10.04.2017 11.04.2022
Interest rate swap
with cap PLN 100 217 3.8880 % 2.54 % 0 12.04.2021 14.04.2022
Interest rate swap
with cap SEK 100 97 1.3180 % -0.05 % 0 12.04.2021 14.04.2022
Interest rate swap DKK 350 470 0.2540 % -0.28 % -3 21.12.2018 14.12.2023
Interest rate swap PLN 75 163 0.6850 % 2.54 % 17 14.07.2020 14.07.2025
Interest rate swap PLN 75 163 0.6670 % 2.54 % 17 15.06.2020 16.06.2025
Interest rate swap PLN 75 163 0.6650 % 2.54 % 16 14.05.2020 14.05.2025
Interest rate cap EUR 65 649 1.0000 % -0.57 % 0 22.12.2017 22.12.2022
Interest rate cap EUR 65 649 1.0000 % -0.57 % 0 22.12.2017 22.12.2022
Interest rate cap EUR 100 999 1.0000 % -0.57 % 0 28.08.2017 29.08.2022
Interest rate cap EUR 100 999 1.0000 % -0.57 % 0 10.07.2018 10.07.2023
Interest rate cap EUR 100 999 1.0000 % -0.57 % 0 10.07.2018 10.07.2023
Interest rate cap EUR 75 749 1.0000 % -0.57 % 1 21.12.2018 14.02.2024
Interest rate cap EUR 75 749 1.0000 % -0.57 % 1 21.12.2018 14.02.2024
Interest rate cap SEK 300 292 1.0000 % -0.05 % 0 28.08.2017 28.08.2022
Interest rate cap SEK 300 292 1.0000 % -0.05 % 0 21.12.2018 14.03.2024
48
4.2 Derivative financial instruments and net investment hedge
At 31 December 2021, the Group had the following derivative financial instruments:
B2Holding ASA Annual report 2021
104
All figures in NOK million unless otherwise stated
Consolidated financial statements
Net investment hedging relationships 2021 2020
Change in carrying amount of net investment hedge instruments
as a result of foreign currency movements since 1 January, recognised in OCI 15 52
Change in value of hedged item used to determine hedge effectiveness -15 -52
As of 31 December 2021 2020
Nominal amounts net investment hedge instruments 1 292 1 574
<1 year 2 years 3 years 4 years Total
As of 31 December 2021 1 292 1 292
As of 31 December 2020 1 574 1 574
Interest-bearing debt designated as hedging instruments in net investment hedges (only designated part of instruments is included):
Debt designated as hedging instruments in net investment hedges are recognised on the line item Non-current interest bearing loans and
borrowings in the Consoldiated statement of financial position.
The following table shows the maturity profile (in nominal values) of the Group’s net investment hedge instruments (only designated part of
instruments are included):
Impact of hedging on equity
Set out below is the reconciliation of component of equity and the analysis of the other comprehensive income:
Financial instruments designated as hedging instruments of net investment in foreign operations
The Group applies hedge accounting to hedges of net investments in foreign subsidiaries. The hedged risk is the foreign currency translation
risk caused by the consolidation of an investment in a foreign subsidiary with a different functional currency than the parent. Foreign
currency borrowings are used as hedging instruments. These instruments are presented as non-current interest bearing debt in the balance
sheet. Instruments in EUR, PLN and SEK are used to hedge the investments in the Group’s subsidiaries with functional currencies EUR, PLN
and SEK. Hedge ineffectiveness may arise when the amount of the investment in the foreign subsidiary becomes lower than the amount of the
debt and derivatives designated as hedging instruments.
The total hedged exposure in the net investment hedges amounted to NOK 1,292 million at 31 December 2021. There was no hedge
ineffectiveness recorded in the years ending 31 December 2021 and 2020, since the foreign currency gains and losses on the hedged items are
offset by the foreign currency gains and losses on the hedging instruments. The hedge ratio is 1:1. Any reclassifications from net investment
hedge reserve to the income statement, due to for instance sales of subsidiaries, can be seen in the Consolidated statement of comprehensive
income and the Consolidated statement of changes in equity.
Foreign currency
translation reserve
As at 1 January 2020 -34
Foreign currency revaluation of the PLN borrowing 76
Foreign currency revaluation of the SEK borrowing -17
Foreign currency revaluation of the EUR borrowing -7
Tax effect -11
As at 1 January 2021 7
Foreign currency revaluation of the PLN borrowing 6
Foreign currency revaluation of the SEK borrowing 7
Foreign currency revaluation of the EUR borrowing 2
As at 31 December 2021 22
B2Holding ASA Annual report 2021
105
All figures in NOK million unless otherwise stated
Consolidated financial statements
Gross collections from purchased loan portfolios:
Gross collections are the actual cash collected and assets recovered from purchased portfolios before costs related to collect the cash received.
Net credit gain/loss from purchased portfolios:
The Group purchases materially impaired loan portfolios at significant discounts and impairments are already included at purchase. The
expected credit loss for the purchased loan portfolios is not explicitly recognized as a loss provision, as these financial assets are credit
impaired by definition and the estimated loss is already part of the amortized cost. The Group’s exposure to credit risk from the purchased
loan portfolios is related to actual Gross collections deviating from collection estimates and from changes in future cash collection estimates.
The Group regularly evaluates the current collection estimates on single portfolios and the estimate is adjusted if collections are determined
to deviate from current estimate over time. The adjusted collection estimate is discounted by the initial rate of return at acquisition of the
portfolio. Changes from current estimate adjusts the book value of the portfolio and is included in the profit and loss statement in the line
item “Net credit gain/loss from purchased loan portfolios”. The portfolios are evaluated quarterly. Cash collections above collection estimates
and upwards adjustment of future collection estimates increase revenue. Cash collections below collection estimates and downwards
adjustment of future collection estimates decrease revenue.
Net credit gain/loss from purchased loan portfolios is specified in the table below. Net credit loss of NOK 129 million on secured portfolios
reflects the re-underwriting exercise carried out in 2021. The result of the exercise was a significant increase in ERC but with a timing delay
giving a net negative impact of NOK 163 million to Changes in future estimates. The net credit gain on unsecured portfolios was positive by
NOK 140 million following over-performance in 2021 and a net positive impact of increased ERC and timing delays in future expectations.
2021 2020
At 1 January 13 033 13 420
Purchase of loan portfolios 1 202 1 664
Gross collections from purchased loan portfolios -5 068 -5 278
Interest revenue from purchased loan portfolios 2 344 2 765
Net credit gain/loss purchased loan portfolios 11 -230
Exchange rate differences -600 692
At 31 December 10 921 13 033
4.3 Purchased loan portfolios
Purchased loan portfolios at 31 December 2021.
Year ended 31 December 2021
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe Total
Secured portfolios:
Gross collections from purchased loan portfolios 10 48 859 294 215 1 427
Collections above/(below) estimates 4 19 30 -44 24 34
Changes in future collection estimates -3 -26 2 -107 -29 -163
Net credit gain/(loss) from secured portfolios 1 -7 32 -150 -5 -129
Unsecured portfolios:
Gross collections from purchased loan portfolios 1 691 1 004 324 168 454 3 641
Collections above/(below) estimates 70 106 4 -56 -43 81
Changes in future collection estimates -13 2 -3 0 72 59
Net credit gain/loss from unsecured portfolios 58 108 1 -56 29 140
Net credit gain/(loss) from purchased loan portfolios 58 102 33 -206 23 11
B2Holding ASA Annual report 2021
106
All figures in NOK million unless otherwise stated
Consolidated financial statements
Net purchase of purchased loan portfolios, cash flow statement:
4.4 Fair value estimation purchased loan portfolios
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques such as net present
value of estimated cash flows. For purchased loan portfolios, the discount rate used is the weighted average cost of capital, which is the
weighted value of the cost of debt and the cost of equity in each particular country. The cost of equity is estimated by applying the capital
asset pricing model.
As described in note 3, the preparation of cash flow estimates requires significant estimates to be made by management regarding future
cash flows from purchased loan portfolios. The fair value of the purchased loan portfolios is estimated to be approximately NOK 11,370
million and is based on net future estimated cash flows after tax, discounted with the estimated WACC for the countries in question. The
corresponding carrying amount is NOK 10,921 million which is based on IFRS 9 using the estimated gross future cash flows, where the
discount factor is the individual IRR for each portfolio. The future gross cash flow forecasts used to estimate the fair value are the same as the
cash flow forecasts used in the accounting for purchased loan portfolios at 31 December 2021.
The fair value estimation is based on estimated monthly net cash flows from the purchased loan portfolios per subsidiary and type of
portfolio (unsecured/secured). The estimated monthly net cash flows from purchased loan portfolios is the assumed monthly future Gross
collections less assumed monthly cost to collect. Cost to collect is a percentage of the Gross collections and varies from 8% to 45% depending
on the type of portfolio, stage of development of the subsidiary in its local market and country specific environment. In addition, the country
specific marginal tax rate is applied. This individual cost to collect and tax rate is applied to each estimated future cash flow, adding up to an
estimated total net cash flow (CF3) for the Group, presented in the table below.
2021 2020
Purchase of loan portfolios -1 202 -1 664
Change in prepaid/amounts due on purchase of purchased loan portfolios 10 -92
Net purchase of purchased loan portfolios, cash flow statement -1 192 -1 756
Table showing CF1, CF2 & CF3 for the years from 2022 to 2041
for purchased loan portfolios owned at 31 December 2021 2022 2023 -----------> 2042 Total
Gross collections (CF1) 4 013 3 552 11 004 18 570
Cost to collect -776 -654 -2 073 -3 503
Gross collections less cost to collect (CF2) 3 238 2 899 8 931 0 15 067
Tax -235 -177 -455 -868
Net cash flow from purchased loan portfolios (CF3) 3 002 2 722 8 475 0 14 199
Year ended 31 December 2020
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe Total
Secured portfolios:
Gross collections from purchased loan portfolios 8 46 955 348 223 1 580
Collections above/(below) estimates 1 23 683 44 90 842
Changes in future collection estimates 0 -36 -712 -80 -83 -911
Net credit gain/(loss) from secured portfolios 1 -12 -29 -36 7 -69
Unsecured portfolios:
Gross collections from purchased loan portfolios 1 778 987 324 201 409 3 698
Collections above/(below) estimates 34 22 -28 -30 -54 -55
Changes in future collection estimates -72 10 -14 1 -31 -105
Net credit gain/loss from unsecured portfolios -37 33 -43 -28 -85 -161
Net credit gain/(loss) from purchased loan portfolios -36 20 -72 -65 -78 -230
B2Holding ASA Annual report 2021
107
All figures in NOK million unless otherwise stated
Consolidated financial statements
The weighted average cost of capital after tax is estimated for each country where the cash flow is generated. Based on this rate, the
discounted value of the estimated net cash flows for the forecast period indicates that the fair value of the purchased loan portfolios is
NOK11,370 million.
To evaluate this calculation, a sensitivity analysis is presented in the table below in order to see the effect of deviations in the cash flow
estimates and effects of variations in the cost of capital used as discount rate.
Cost of capital:
The cost of equity (R
S
) was assessed by applying the Capital Asset Pricing Model, which assumes that the shareholders demand a risk
premium in addition to the return on a risk-free (R
F
) investment. The risk premium was estimated based on a general market risk (MRP),
which was adjusted up or down depending on the industry’s risk profile through multiplying by the β-risk. Empirical studies indicate that
investors demand a higher rate of return from small companies. The cost of equity was modified to reflect this. An additional common
adjustment to the traditional CAPM equation is a country risk premium, CRP. This expands our specification of the CAPM to:
R
S
= R
F
+ MRP * β + SSP + CRP
The weighted average cost of capital is estimated as:
WACC= * R
S
+ R
B
* (1 - corporate tax rate)
Where R
B
is the cost of debt. The cost of debt was estimated on the basis of long term swap yields, adding a debt premium
to compensate the financial creditor for the risk of the company’s assets and future cash flows.
Risk free rate:
The risk free rate was estimated as the effective rate of return on long-term government bonds in the countries where the collections
are generated.
Market risk premium:
The market risk premium is defined as:
MRP = (R
M
- R
F
)
where R
M
= Market return and R
F
= Risk free rate
A market risk premium of 5 % was applied.
Equity beta:
The beta coefficient is a measure of systematic risk. The value expresses the combination of the stock’s risk and to what extent the stock
correlates with the market. Beta was determined based on stock price statistics for quoted, comparable companies. Weekly observations over
a two-year period was used to estimate beta. The Morgan Stanley World ACWI index was used as reference index. Bayesian adjusted betas
were applied. The effect of debt on β was eliminated through the Harris and Pringle formula.
Small Stock Premium (SSP):
Several institutions perform regular studies as to the effect of company size on stock returns, i.e., small stock premium. The SSP for the Group
was estimated using a methodology developed by IbbotsonAssociates.
Fair value of purchased loan portfolios at 31 December 2021
assuming different % forecast collection levels and discount rates
% forecast collection
90 % 100 % 110 %
Discount rate WACC -1.5 % 10 533 11 848 13 162
WACC -1.0 % 10 387 11 684 12 980
WACC -0.5 % 10 246 11 525 12 803
WACC used 10 109 11 370 12 632
WACC +0,5 % 9 976 11 222 12 467
WACC +1.0 % 9 847 11 077 12 306
WACC +1.5 % 9 722 10 936 12 149
Equity
Equity + Debt
Debt
Equity + Debt
B2Holding ASA Annual report 2021
108
All figures in NOK million unless otherwise stated
Consolidated financial statements
Country Risk Premium (CRP):
A country risk premium is often added when the target company is located in or operating in a geographical area that is subject to additional
political and economic risks compared to a similar company based in, for instance, Western Europe. There are several sources and
methodologies available for estimating CRP. CRP for the Group was estimated using the Damodaran model, which is an extension of the
sovereign spread model (Goldman model) where credit default risk for sovereign bonds is estimated based on sovereign bond credit ratings.
The Damodaran model adjusts the bond default risk with a factor for assumed equity markets standard deviation divided by bond markets
standard deviation (usually assumed to be 1.5).
Future cash flow estimates:
The future cash flow estimates are based on the forecast for the portfolio base as of 31 December 2021.
Weighted average cost of capital calculation:
2021
Risk free rate (long term government bond yields) -0.3 % to 3.4 %
Equity Beta 1.67
Country risk premium 0 %-6.3 %
Market risk premium 5.0 %
Additional liquidity risk premium/small stock premium 2.0 %
Total risk premium 7.0 %
Tax rate Group 20 %
Cost of equity 10.1 % to 20.5 %
Cost of debt 6.0
Equity weight 33 %
Debt weight 67 %
WACC (after tax) 6.5 % - 9.9 %
B2Holding ASA Annual report 2021
109
All figures in NOK million unless otherwise stated
Consolidated financial statements
4.5 Fair value of financial instruments
Carrying amount Fair value
As at 31 December 2021
Fair value
through
profit or
loss
Amortised
cost Total Level 1 Level 2 Level 3 Total
Financial assets
Purchased loan portfolios 10 921 10 921 11 370 11 370
Loans receivable 206 206 206 206
Derivatives 71 71 71 71
Participation loans/notes (note 17.2) 505 505 505 505
Total 576 11 128 11 704 0 71 12 081 12 152
Financial liabilities
Interest bearing loans and borrowings 9 443 9 443 5 815 3 527 9 342
Derivatives 5 5 5 5
Contingent consideration (note 5.2) 11 11 11 11
Total 16 9 443 9 459 5 815 3 532 11 9 358
The fair value of unquoted financial assets has been estimated using valuation techniques based on assumptions that are not supported by
observable market prices. The fair value of purchased loan portfolios (level 3) has been calculated by discounting the expected net future
cash flows from Gross collections less cost to collect and tax with the estimated weighted average cost of capital for the countries where the
purchased loan portfolio is originated.
The fair value of interest bearing loans and borrowings is equal to book value for the Multi-currency revolving credit facility (level 2) as the
loans are based on one to six month floating interest, and the fair value for the bond loans (level 1) were determined by obtaining quoted
market prices for the bond loans from the Norwegian Stock Exchange. The fair value of derivatives is set by calculating the present value
of future cash flow using market rates for interest and currencies. In the case of the derivatives the fair value is confirmed by the financial
institution that is the counterparty.
The Group classifies fair value measurements by using a fair value hierarchy that reflects the significance of the input that is used in preparing
the measurements. The fair value hierarchy has the following levels:
Level 1: the input is quoted prices (unadjusted) in an active market for identical assets or liabilities.
Level 2: the input is prices, other than quoted prices included in level 1, that are observable for the asset or liability either directly
(as prices) or indirectly (calculated from prices).
Level 3: the input to the asset or liability is not based on observable market data (non-observable input).
1) NOK 102m is reclassified from Investment in associated companies and joint ventures
Carrying amount Fair value
As at 31 December 2020
Fair value
through
profit or
loss
Amortised
cost Total Level 1 Level 2 Level 3 Total
Financial assets
Purchased loan portfolios 13 033 13 033 13 255 13 255
Loans receivable 235 235 235 235
Derivatives 23 23 23 23
Participation loans/notes (note 17.2)
1)
624 624 624 624
Other financial assets 0 0 0 0
Total 646 13 269 13 915 0 23 14 114 14 137
Financial liabilities
Interest bearing loans and borrowings 11 491 11 491 6 953 4 162 11 115
Derivatives 16 16 16 16
Contingent consideration (note 5.2) 31 31 31 31
Total 47 11 491 11 538 6 953 4 178 31 11 162
B2Holding ASA Annual report 2021
110
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 5: BUSINESS COMBINATIONS AND ACQUISITION OF NON-CONTROLLING INTERESTS
.1 Acquisitions in 2021
The Group made no business acquisitions in 2021 and there were no new business combinations completed during the year.
5.2 Contingent consideration
As part of the purchase agreements with the previous owners of NACC, a contingent consideration is due for a limited period of time and
based on the achievement of certain post-acquisition performance targets.
NACC, France, was acquired in March 2018. As at the acquisition date, the fair value of the contingent consideration was estimated and
accounted for as a non-current or current liability depending on the payment date of the various installments.
A reconciliation of the fair value measurement of the contingent consideration liability is set out below:
The contingent consideration to the former owners of NACC is based on Gross collections from the portfolios held by NACC as at 31
December 2017 for the period 30 September 2017 to 31 December 2021. In addition, if cost to collect in relation to the Gross collections from
portfolios held at 31 December 2017 exceeds the target threshold, cost to collect will reduce the Gross collections constituting the calculation
basis for the contingent consideration. Based on estimated earn-out calculations for 2021 (final year), the contingent provision was reduced
with NOK 5 million through financial income recognised in the Consolidated Income statement.
NACC
At 1 January 2020 59
Payments during the year -22
Fair value adjustments during the year -11
Exchange differences 5
At 31 December 2020 31
Payments during the year -14
Fair value adjustments during the year -5
Exchange differences -1
At 31 December 2021 11
B2Holding ASA Annual report 2021
111
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 6: OPERATING SEGMENTS
For management purposes, the Group is organised into different geographical regions corresponding to the countries where the Group
operates. The Executive Management monitors the operating results of these geographical regions separately for the purposes of making
decisions about resource allocation and performance assessment. The segment reporting is presented in the same manner as presented to the
Executive Management. The Executive Management reporting differs from the reported numbers in the consolidated financial statements.
The differences are related to the line item presentation of revenue from purchased loan portfolios and the presentation of operating cost.
Total revenues and operating profit are equal in segment reporting and in the consolidated income statement. Amortisation/revaluation of
purchased loan portfolios shows the difference between Gross collections and revenue from purchased loan portfolios recognised in the
condensed interim consolidated income statement.
Finance and taxes are managed on a Group basis and are not included at the regional level. The results of the parent company, the holding
companies and the investment office in Luxembourg are reported as ‘Central functions’. Results from purchased loan portfolios are included
in the region where the portfolio is originated.
Year ended 31 December 2021
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe
Central
functions /
eliminations Total
Interest revenue from purchased
loan portfolios 777 505 430 308 324 2 344
Net credit gain/(loss) from
purchased loan portfolios 58 102 33 -206 23 11
Revenue from purchased loan
portfolios 835 607 463 101 348 2 355
Profit from shares in associated
parties/joint ventures and
participation loans/notes 6 65 27 99
Total revenue from purchased
loan portfolios 842 607 528 101 375 2 452
Revenue from external collection 150 0 9 110 93 362
Revenue from loan receivables 92 1 93
Revenue from sale of collateral assets 2 3 98 11 51 164
Other operating revenues 19 1 17 30 16 83
Total other revenues 171 95 124 151 160 702
Total revenues 1 013 702 652 253 535 3 155
Cost to collect -220 -259 -167 -150 -183 -981
Cost of collateral assets sold,
including impairment -1 -3 -72 -10 -33 -119
Cost other revenues -135 -42 -27 -133 -110 -447
Administration and management
costs -24 24 -21 -16 -15 -160 -213
EBITDA 632 422 365 -58 195 -160 1 396
Depreciation, amortisation and
impairment losses -14 -25 -8 -19 -14 -9 -88
Operating profit/(loss) (EBIT) 618 397 356 -76 181 -169 1 308
B2Holding ASA Annual report 2021
112
All figures in NOK million unless otherwise stated
Consolidated financial statements
Year ended 31 December 2021
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe
Central
functions /
eliminations Total
Portfolio purchases in the period 427 458 73 32 213 1 202
Purchased loan portfolios, book value
Purchased loan portfolios 4 352 1 874 2 025 1 534 1 136 10 921
Participation loan/notes to SPVs
for purchase of loan portfolios 422 422
Purchased loan portfolios held
through joint ventures 83 344 6 432
Purchased loan portfolios at 31 December 4 435 1 874 2 369 1 534 1 563 11 775
Year ended 31 December 2020
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe
Central
functions /
eliminations Total
Interest revenue from purchased
loan portfolios 873 576 585 357 374 2 765
Net credit gain/(loss) from
purchased loan portfolios -36 20 -72 -65 -78 -230
Revenue from purchased loan
portfolios 837 597 513 292 296 2 535
Profit from shares in associated
parties/joint ventures and
participation loans/notes 11 5 29 45
Total revenue from purchased
loan portfolios 848 597 518 292 325 2 579
Revenue from external collection 152 0 8 120 35 315
Revenue from loan receivables 136 1 137
Revenue from sale of collateral assets 0 6 44 10 10 72
Other operating revenues 19 1 6 37 7 70
Total other revenues 171 144 58 167 54 594
Total revenues 1 019 740 577 460 379 3 174
Cost to collect -252 -309 -192 -152 -198 -1 103
Cost of collateral assets sold,
including impairment -6 -49 -11 -12 -78
Cost other revenues -146 -57 -21 -167 -79 -471
Administration and management
costs -20 -8 -10 -4 -12 -130 -184
EBITDA 601 360 304 125 78 -130 1 338
Depreciation, amortisation and
impairment losses -18 -35 -9 -27 -17 -7 -113
Operating profit/(loss) (EBIT) 583 325 295 98 61 -137 1 224
Year ended 31 December 2020
Northern
Europe Poland
Central
Europe
Western
Europe
South
Eastern
Europe
Central
functions /
eliminations Total
Portfolio purchases in the period 898 362 93 311 1 664
Purchased loan portfolios, book value
Purchased loan portfolios 5 046 1 967 2 763 1 948 1 309 13 033
Participation loan/notes to SPVs
for purchase of loan portfolios 522 522
Purchased loan portfolios held
through joint ventures 102 240 6 348
Purchased loan portfolios at 31 December 5 148 1 967 3 004 1 948 1 837 13 903
B2Holding ASA Annual report 2021
113
All figures in NOK million unless otherwise stated
Consolidated financial statements
Other revenues from contracts with customers consists mainly of telemarketing, fraud prevention and credit information services.
The pension schemes of the Norwegian companies in the Group follow the requirements in the Act on Mandatory company pension.
NOTE 7: OTHER REVENUES
NOTE 8: EXPENSES FROM EXTERNAL SERVICES PROVIDED
2021 2020
Collection fees, commissions and debtor fees from external collection 362 315
Other revenues from contracts with customers 54 60
Total revenue from contracts with customers 415 375
Rental income from collateral assets 16 2
Other revenues 13 8
Total other revenues 444 385
2021 2020
Fees to court and bailiffs -308 -335
External cost portfolio acquisition & search -4 -4
Other fees for external services, including fees to lawyers for collection services -108 -115
Total Expenses from services provided -420 -454
2021 2020
Wages, salaries and other benefits paid -645 -669
Social security costs & payroll taxes -131 -129
Defined contribution pension costs -32 -29
Cost of external temporary staff -30 -37
Other personnel costs, including training and recruitment costs -33 -28
Total Personnel expenses -870 -893
Number of full time equivalents (FTEs) at 31 December 1 979 2 191
NOTE 9: PERSONNEL EXPENSES
B2Holding ASA Annual report 2021
114
All figures in NOK million unless otherwise stated
Consolidated financial statements
2021 2020
Printing, postage -38 -55
IT, telecommunications -93 -102
Cost of office premises -29 -32
Travel, vehicles, accomodation -15 -17
Marketing, business entertaining, meetings, arrangements -12 -11
Consultancy fees - non collection services -104 -80
Statutory and other corporate costs, including business insurance and trade licences -21 -36
Office equipment and supplies -10 -13
Impairment of receivables -1 -5
Bank charges -7 -7
Other expenses -21 -52
Total Other operating expenses -350 -411
NOTE 10: OTHER OPERATING EXPENSES
NOTE 11: NET FINANCIAL ITEMS
2021 2020
Interest revenue 1 1
Gain on purchase of own bond loans 0 54
Gain on other financial instruments (excluding derivatives) 0 1
Other financial income 0 0
Financial income 1 56
Interest expenses -632 -786
Change in fair value of interest rate derivatives 62 -1
Interest expense on leases -7 -9
Loss on purchase of own bond loans 0 -12
Loss on other financial instruments (excluding derivatives) 0 -3
Adjustment of contingent consideration (note 5.2) 5 11
Other financial expenses 0 -5
Financial expenses -572 -805
Realised exchange gain/(loss) -16 71
Unrealised exchange gain/(loss) 22 -162
Change in fair value of currency derivatives -1 26
Net exchange gain/(loss) 5 -65
Net financial items -566 -814
B2Holding ASA Annual report 2021
115
All figures in NOK million unless otherwise stated
Consolidated financial statements
Reconciliation between the expected tax expense and the actual tax expense
The nominal tax rate in Norway was 22 % in 2021. Subsidiaries outside Norway are subject to local tax rates in their country of operation.
The effective taxation of operations outside Norway depends on both local tax rules and on whether it is possible to avoid double taxation.
The tax expense is also dependent on whether or not to recognise a deferred tax asset from carry forward losses in the individual entity.
NOTE 12: INCOME TAX
The major components of income tax reported in the income statement are set out below:
Income tax expense: 2021 2020
Current year income tax payable 131 124
Change in deferred tax 38 -22
Total tax expense reported in the income statement 169 102
2021 2020
Profit before tax 742 411
Expected tax expense at Norwegian nominal tax rate of 22 % 163 90
Difference between local tax rates and the Norwegian nominal tax rate -20 -29
Tax effect of permanent differences 30 -23
Tax effect of the change in unrecognised deferred taxes -4 47
Other differences 0 17
Actual tax expense 169 102
Effective tax rate 23 % 25 %
B2Holding ASA Annual report 2021
116
All figures in NOK million unless otherwise stated
Consolidated financial statements
Tax effect of temporary differences 2021 2020
Taxable temporary differences - non-current items
Tangible and intangible assets 39 43
Purchased loan portfolios 248 236
Loans to group companies and other long-term assets 85 156
Long-term interest bearing loans and borrowings 0 8
Loans from group companies and other non-current liabilities 39 11
412 454
Taxable temporary differences - current items
Other current assets 28 6
Other current liabilities 0 0
28 7
Deductible temporary differences - non-current items
Tangible and intangible assets 0 -0
Purchased loan portfolios -144 -176
Loans to group companies and other long-term assets -1 -2
Long-term interest bearing loans and borrowings -19 -113
Loans from group companies and other non-current liabilities -1 -1
-166 -292
Deductible temporary differences - current items
Other short-term assets -3 -6
Other current liabilities -33 -12
-36 -17
Tax losses carried forward -464 -530
Gross deferred tax liabilities/(assets) -226 -379
Deferred taxes not recognised 238 351
Net deferred tax liabilities/(assets) 12 -28
Deferred tax liabilities/(assets) at 1 January -28 -17
Deferred tax expense recognised in the income statement 38 -22
Deferred tax expense recognised in other comprehensive income 0 11
Exchange differences 2 0
Deferred tax liabilities at 31 December 12 -28
2021 2020
Deferred tax assets -279 323
Deferred tax liabilities 291 295
12 -28
Analysis of deferred tax assets and liabilities
Due to the right to offset deferred tax assets and liabilities within the same tax jurisdiction, the presentation of net deferred tax in the
consolidated statement of financial position for each year end was as follows:
B2Holding ASA Annual report 2021
117
All figures in NOK million unless otherwise stated
Consolidated financial statements
Analysis of tax losses available for offset against future taxable income, by year of expiration:
2021 2020
Within 5 years 880 268
After 5 years 1 746
No time limit 1 127 1 245
Total tax losses available for offset 2 007 2 259
Tax effect of tax losses, before consideration of whether the losses are recognisable or not 464 530
Tax losses carried forward at 31 December 2021 relate mainly to the Group’s subsidiary companies in Luxembourg NOK 1,242 million
(NOK 1,372 million) and the Parent company in Norway, NOK 423 million (NOK 498 million). The tax losses in the Group’s subsidiary
companies in Luxembourg are partly recognised as deferred tax asset, based on the Group’s expectation of taxable profit in the coming five
years. The tax losses in the Group’s parent company in Norway and NOK 607 million in Luxembourg are not recognised as deferred tax
assets.
NOTE 13: EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing the profit after tax for the year attributable to ordinary shareholders of the parent
company by the weighted average number of ordinary shares outstanding during the year, excluding the Company’s own shares.
Diluted earnings per share amounts are calculated by dividing the profit after tax for the year attributable to ordinary shareholders of the
parent company by the weighted average number of ordinary shares outstanding during the year, excluding the Company’s own share,
plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive ordinary shares into
ordinary shares.
The following reflects the profit and share data used in the basic and diluted earnings per share computations:
Options granted to employees are considered to be potential ordinary shares. Accordingly, they have not been included in the determination
of basic earnings per share, but have been included in the determination of diluted earnings per share to the extent that they are dilutive.
8,996,645 options granted in the period 2018 - 2021 are not included in the calculation of diluted earnings per share because exercise price
is higher than average stock price 2021 and therefore they are not considered dilutive for the year ended 31 December 2021. These options
could potentially dilute basic earnings per share in the future.
2021 2020
Profit after tax attributable to parent company shareholders 573 309
Number of shares outstanding at 1 January 409 932 598 409 932 598
Number of shares outstanding at 31 December 409 932 598 409 932 598
Company’s own shares (note 22) -2 940 631
Weighted average number of shares during the year 409 563 452 409 932 598
Effect of dilution:
Option programmes (note 23) 1 613 355 337 732
Weighted average number of shares during the year adjusted for the effect of dilution 411 176 807 410 270 330
Earnings per share (in NOK):
- Basic 1.40 0.75
- Diluted 1.39 0.75
B2Holding ASA Annual report 2021
118
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 14: GOODWILL
Goodwill acquired through business combinations has been tested for impairment at the end of 2021. The recoverable amount is set to the
estimated value in use. The value in use is the net present value of the estimated cash flow before tax. The discount rate used is the weighted
average cost of capital (WACC) before tax calculated for each Cash Generating Unit (CGU). Reference to note 4.4 for further details on cost
of capital and WACC calculation.
The CGUs have been tested using a 5 or 10 year cash flow model discounted at a country spesific pre-tax WACC ranging from 8.1% to 10.1%
by the end of December 2021. A 5 or 10 year cash flow model has been used based on expected life time for the individual CGUs portfolio,
as well as the expected recoverable cash flows arising from the invidual CGUs loan portfolio investment program. The terminal value for loan
portfolios has been set to estimated portfolio book value at the end of the 5 or 10 year cash flow model.
The basis for the expected future cash flow is a management approved investment allocation plan for the group, forecast 2022 for the
individual CGU and in general a 0% growth rate in other revenue. The sum of the future expected gross cash flows, less estimated costs
to collect and costs related to other revenue, forms the basis for the net cash flow estimates used in the 5 or 10 year cashflow model and
estimated terminal value. The impact of changes to key assumptions have been considered and assessed for each individual CGU, and there
have not been identified any instances that should cause the carrying amount to exceed the recoverable amount.
The following cash generating units represents 69% of the carrying value of goodwill at the end of December 2021:
Poland Group
At 31 December 2021, the carrying value of goodwill allocated to Poland Group amounts amounts to NOK 287 million (300 million in 2020).
The CGUs has been tested using a 10 year cash flow model based on a stable loan portfolio investment program and with a terminal value
after 10 years. The terminal value of loan receivables are estimated to be equal to book value as of beginning of cash flow period.
Négociation et Achat de Créances Contentieuses (NACC), France, and its subsidiary Tahiti Encaissements Services, Tahiti
At 31 December 2021, the carrying value of goodwill allocated to NACC, France, and its subsidiary amounts to NOK 254 million (NOK
267 million in 2020). The CGUs have been tested using a 10 year cash flow model with a terminal value after 10 years based on a stable loan
portfolio investment program.
Goodwill
Acquisition/purchase cost
At 1 January 2020 783
Exchange differences 50
At 31 December 2020 833
Exchange differences -38
At 31 December 2021 796
Impairment
At 1 January 2020 6
Impairment 3
Exchange differences 0
At 31 December 2020 9
Impairment 0
Exchange differences 0
At 31 December 2021 9
Net book value
At 31 December 2020 824
At 31 December 2021 787
B2Holding ASA Annual report 2021
119
All figures in NOK million unless otherwise stated
Consolidated financial statements
In addition, the following cash generating units have been tested for impairment:
The result of the impairment tests showed that in 2021 there was no requirement to impair the goodwill in any of the cash generating units.
The Group constantly monitors the latest legislation in relation to sustainability. The group will adjust the key assumptions used in
value-in-use calculations and sensitivity to changes in assumptions should a change be required.
The war in Ukraine has created a significant uncertainty in the market and B2Holding is closely monitoring the macroeconomic and
geopolitical developments related to the war. At this stage the baseline scenarios indicate limited risk for B2Holding, however the full impact
on B2Holding’s business activities and assessment of goodwill is uncertain and may change in the event of significant escalation.
Company name Region Allocated goodwill
At 31 December 2021 At 31 December 2020
Debt Collection Agency AD, Bulgaria
1)
South Eastern Europe 110 115
Confirmaciónde Solicitudes de Crédito Verifica S.A.
(Verifica), Spain Western Europe 82 86
Creditreform Latvia SIA, Latvia, and its subsidiaries Northern Europe 29 31
Interkreditt AS, Norway Northern Europe 11 11
OK Perinta OY, Finland, and its subsidiaries Northern Europe 5 5
Nordic Debt Collection A/S, Denmark Northern Europe 2 2
B2Kapital UAB, Lithuania Northern Europe 6 6
Total 246 256
1) Goodwill in Bulgaria has been tested using a 10 year cash flow model based on a stable loan portfolio investment program and with a terminal
value after 10 years. WACC was 10 % and growth terminal value 0. The value in use is in excess of the carrying book value including goodwill.
The headroom will be zero if Cost to collect increases by 10 percentage points, eg. due to lower investment levels, or if WACC increases to 16 %.
B2Holding ASA Annual report 2021
120
All figures in NOK million unless otherwise stated
Consolidated financial statements
Depreciation method Straight line Straight line Straight line Straight line Straight line
Economic useful lives 2-10 years 2-10 years 2-10 years 2-10 years 2-12 years
Improvements
to rented
offices
Equipment,
fixtures &
fittings
RoU asset
office
premises
RoU asset
vehicles &
equipment
Intangible
assets Total
Acquisition/purchase cost
At 1 January 2020 32 142 165 6 352 698
Additions 3 18 24 2 22 70
Disposals -1 -15 -13 0 -4 -33
Exchange differences 1 3 7 0 16 28
At 31 December 2020 34 149 184 8 387 763
Additions 1 9 34 1 25 71
Disposals 0 -9 -5 0 -5 -20
Exchange differences -2 -7 -9 0 -18 -36
At 31 December 2021 34 141 204 9 389 778
Depreciation / amortisation and impairment
At 1 January 2020 21 79 36 2 198 335
Depreciation / amortisation charge
for the year 3 29 41 2 33 108
Impairment losses for the year 0 2 2
Disposals -3 -11 -6 0 -3 -23
Exchange differences 1 1 1 0 9 11
At 31 December 2020 22 97 72 3 238 433
Depreciation / amortisation charge
for the year 4 18 36 2 26 85
Impairment losses for the year 1 0 2 3
Disposals 0 -7 -3 0 -5 -15
Exchange differences -1 -5 -4 0 -12 -22
At 31 December 2021 25 103 101 5 249 483
Net book value
At 31 December 2020 12 51 112 5 149 330
At 31 December 2021 9 38 103 4 141 295
NOTE 15: TANGIBLE AND INTANGIBLE ASSETS
Intangible assets are the capitalised costs related to the software systems used throughout the Group, client relationships and licenses.
The Group has also invested in development of a group data warehouse.
B2Holding ASA Annual report 2021
121
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 16: LEASES
The Group’s lease agreements mainly relate to the lease of office premises.
Lease liabilities 2021 2020
Current lease liabilities 36 41
Non-current lease liabilities 81 87
117 128
Maturity analysis contractual undiscounted cash flows 2021 2020
Amounts due within one year 43 49
Amounts due between one and five years 68 85
Amounts due later than five years 32 15
144 149
Effects on income statement 2021 2020
Depreciation of right-of-use assets -38 -43
Interest expense on lease liabilities -7 -9
Expense relating to short-term leases -8 -9
Expense relating to leases of low value assets -8 -11
-61 -73
Cash outflows for leases 2021 2020
Interest paid on lease liabilities -7 -9
Principle paid on lease liabilities -46 -39
Expense relating to short-term leases -8 -9
Expense relating to leases of low value assets -8 -11
-70 -69
Please refer to Note 15 for information about RoU assets.
B2Holding ASA Annual report 2021
122
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 17: INVESTMENTS IN ASSOCIATED COMPANIES, JOINT VENTURES AND PARTICIPATION LOANS/NOTES/FUNDS
17.1 Investments in associated companies, joint ventures and participation loans/notes/funds
Profit from shares in associated companies, joint ventures and participation loans/notes/funds 2021 2020
Share of profit from participation loans/notes/funds (note 17.2) 34 19
Share of result from joint ventures 65 26
Total 99 45
Investments in associated companies, joint ventures and participation loans/notes/funds 2021 2020
Participation loans/notes/funds (note 17.2) 505 624
Investments in associated companies and joint ventures (note 17.3 and 17.4) 349 247
17.2 Participation loans, notes and fund investments, 31 December
2021 2020
Participation loan in EOS Credit Funding BL DAC 12 31
Participation notes in Hellas 3P Investment DAC (H3P) 240 303
Participation notes in Hellas 2P Investment DAC (H2P) 169 188
Shares in Glencar ICAV Sub-fund 3 (classified under 17.3 in 2020) 83 102
Total 505 624
2021 2020
At 1 January 624 542
Repayments -126 -38
Change in fair value of participation loan/notes/funds 34 9
Exchange rate differences -27 9
Reclassification of share in Glencar ICAV Sub-fund 3 102
At 31 December 505 624
The Group has three investment agreements with co-investors for purchase of loan portfolios through SPVs, fully financed through
participation loan/notes from the investors. The contractual arrangement of the participation loan/notes is directly linked to the performance
of the portfolios purchased in the SPVs. Gross collections from the portfolios in the SPVs are paid monthly to the investors pro rata after
deduction of cost to collect and overhead costs in the SPVs. The payments are split between Interest revenue and repayments according to the
amortisation of the portfolio, so the repayments of the loan are equal to the amortisation of the portfolio. If the SPVs need additional funding,
the investors are obliged to contribute pro rata, but since the SPVs are self-funding through their operations this is not expected to occur. The
participation loan/notes are measured at fair value through profit or loss. The profit from participation loan/notes is presented as a part of
“Profit from shares in associated companies/joint ventures and participation loans/notes” in the Group’s consolidated income statement.
For EOS Credit Funding BL DAC, the Group has both investment in joint venture and a share of participation loans. See note 17.3 for further
information regarding the joint venture. The Group’s share of the participation loan is 50 %.
In 2018, the Group entered into two agreements for co-investments through SPVs. The Group’s share of the participation notes in the SPVs
was 35 % for the H3P portfolio purchase and 30 % for the H2P porfolio purchase. At the end of 2021 the Group is servicing both H2P and
H3P.
The Group invested In December 2019 in 30 % of a portfolio, an investment of NOK 96 million, through subscribing to 30 % of the shares
in Glencar 3, a sub-fund of Glencar ICAV. Glencar ICAV with offices in Dublin, Ireland. The portfolio is serviced by the Group. The
participation in the sub-fund is measured at fair value through profit or loss.
B2Holding ASA Annual report 2021
123
All figures in NOK million unless otherwise stated
Consolidated financial statements
17.3 Investments in joint ventures
In 2018 the Group became owner of 50 % of the share capital and voting rights in the SPV, EOS Credit Funding BL DAC with offices in
Dublin, Ireland (portfolio owner), and ENB Properties Solutions srl with offices in Bucharest, Romania, and has joint control in these two
companies. The two companies are accounted for using the equity method in the consolidated financial statements.
During 2019 the Group entered a new joint venture with DDM Group, holding portfolios in Croatia, an investment of NOK 276 million. The
Group holds 50 % of the share capital and voting rights in CE Partner S.à r.l. and CE Holding Invest S.C.S. with offices in Luxembourg. The
Group is master servicer for the joint venture.
The Group does not have goodwill or other adjustments related to the joint ventures.
Investments in joint ventures 2021 2020
At 1 January 246 386
Additions 84
Repayments -10 -56
The Group's share of the joint ventures’ result after tax 65 16
Dividends received -46 -5
Exchange differences 10 7
Reclassification of share in Glencar ICAV Sub-fund 3 -102
At 31 December 349 246
17.4 Investments in associates companies
In May 2021 the Group sold the 26 % interest in Creditreform OU, Estonia at a loss of NOK 0.3 million.
In 2018 the Group acquired a 28.02 % interest in Linjiska Nacionalna Plovidba d.d., Croatia. The investment was impaired from
NOK2million to 0 during 2019.
The Group does not have goodwill or other adjustments related to the associated companies.
Investments in associated companies 2021 2020
At 1 January 1 1
Disposals -1 -1
The Group’s share of the associate’s result after tax 0 0
At 31 December 0 1
B2Holding ASA Annual report 2021
124
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 18: LOAN RECEIVABLES AND OTHER NON-CURRENT FINANCIAL ASSETS
Note 18.1: Loan receivables
2021 2020
Loan receivables - gross 1 111 967
Loss allowance -905 -731
At 31 December 206 235
Total Stage 1 Stage 2 Stage 3
Loan receivables - gross 1 111 145 18 948
Loss allowance -905 -17 -9 -879
Loan receivables - net, 31 December 2021 206 128 9 69
Loan receivables - gross 967 143 16 808
Loss allowance -731 -23 -7 -701
Loan receivables - net, 31 December 2020 235 120 9 106
Loan receivables are interest-bearing loans that normally are granted for a period of few years, with monthly installments. The Group collects
contractual cash flow according to loan schedules. The Group currently only has such business in Poland. The average loan ticket amounts to
PLN 4,750 and the average installment number is 39 months at the end of 2021. Products are sold via several distribution channels including
internet, call center sale, external brokers point of sales. The Group sold approximately 13,210 loans to individual clients in 2021. There is no
single debtor who represents a large share of the loan receivables and therefore poses a material credit risk.
The Group measures the impairment loss on loan receivables using a 3-stage model for expected credit loss (ECL) according to IFRS 9. For
loan receivables in stage 1 (performing, i.e. days past due between 0-10 days), ECL for default events that are possible within the next 12
months are recognised. The Group consider that credit risk has increased significantly since initial recognition for loan receivables in stage2
(underperforming, i.e. days due between 11-60 days) and 3 (non-performing, i.e. days past due over 60 days) and lifetime ECL is recognised.
At 31 December, the analysis of loan receivables was as follows:
Note 18.2: Other non-current financial assets
2021 2020
Financial assets at fair value through profit or loss:
Derivatives (note 4) 52 1
52 1
Financial assets at amortised cost:
Other 2 2
2 2
At 31 December 54 3
B2Holding ASA Annual report 2021
125
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 19: OTHER CURRENT ASSETS
19.1: Accounts receivable
19.2: Other current assets
As at 31 December 2021 2020
Accounts receivable from contract revenues - gross 27 32
Accounts receivable from single transactions - gross 8 5
Loss allowance -3 -4
32 33
There is no single customer who represents a large share of the accounts receivable and therefore pose a material credit risk.
Accounts receivable are non-interest bearing and are generally on terms of 30-90 days. At 31 December, the maturity of accounts receivables
was as follows:
Total Not due 0-30 days 31-60 days 61-90 days >90 days
Accounts receivable - gross, 31 December 2021 35 21 5 2 3 3
Loss allowance -3 -0 -0 -0 -0 -3
Accounts receivable - net, 31 December 2021 32 21 5 2 3 1
Accounts receivable - gross, 31 December 2020 37 25 4 1 1 5
Loss allowance -4 -0 -0 -0 -0 -3
Accounts receivable - net, 31 December 2020 33 25 4 1 1 1
As at 31 December 2021 2020
Value added, sales or other taxes receivable 43 67
Amounts due from previous owners of purchased loan portfolios 5 2
Advances & security deposits paid to suppliers 54 41
Prepayments 25 24
Amounts due from employees 0 1
Derivatives (note 4) 19 22
Amounts due from joint venture (note 17) 7 8
Accrued income not yet invoiced 21 18
Other 54 35
228 220
B2Holding ASA Annual report 2021
126
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 20: COLLATERAL ASSETS
Collateral assets are assets, mainly real estate, repossessed as part of the management of secured non-performing loan portfolios. Collateral
assets are acquired with the purpose of subsequent resale in the near future, however there may be improvements or actions needed in order
to optimise prices.
Of the collateral assets NOK 1,031 million is located in Central Europe (2020: 696 million), NOK 169 million is located in South Eastern
Europe (2020: 120 million), NOK 77 million is located in Western Europe (2020: 45 million), NOK 6 million is located in Poland (2020: 9
million) and NOK 1 million is located in Northern Europe (2020: 0 million). Retail properties are related to private housing and non-retail
properties to commercial buildings.
The Group has specific pre-emption rights on the realisability of some of its collateral assets if the offered sales prices are below what has
been agreed with interested stakeholders. These rights are only applicable for a period of 18-36 months from the granting of such rights which
was in Q3 2020.
The Group has no contractual obligations for construction, development, repairs or maintainance.
Rental income is presented in the line “Other revenues” in the consolidated income statement. Direct operating expenses are directly related
to the collateral assets and include repairs and maintanance costs, insurance, valuation costs and other similar types of running costs. Direct
operating expenses are included in either “Expenses of external services provided” or “Other operating expenses” depending upon the nature
of the expense.
Which consists of:
2021 2020
Opening balance 1 January 873 319
Additions 576 631
Disposals -117 -69
Write-down -1 -9
Exchange differences -46 2
Closing book value at 31 December 1 284 873
2021 2020
Retail Properties 404 206
Non-retail properties 829 648
Other 50 19
Total 1 284 873
2021 2020
Rental income 16 2
Revenue from sale of collateral assets 164 72
Cost of collateral assets sold, including impairment -119 -78
Direct operating expenses -17 -11
Operating profit/(loss) from collateral assets 45 -15
B2Holding ASA Annual report 2021
127
All figures in NOK million unless otherwise stated
Consolidated financial statements
2021 2020
Cash at banks
- unrestricted balances 308 407
- tax deductions from employee payroll 0 3
- other restricted balances 4 7
312 417
Short-term deposits 64 6
376 423
NOTE 21: CASH AND CASH EQUIVALENTS
NOTE 22: SHARE CAPITAL AND OTHER PAID-IN CAPITAL
Cash at banks earns interest at floating rates which are based on bank deposit rates. Short-term deposits are made for varying periods of
between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-
term deposit rates.
Other restricted balances represent deposits paid into a short term escrow account in connection with, for example, the acquisition of loan
portfolios or guarantees provided by third parties.
For the purpose of the statement of cash flows, cash and cash equivalents comprise the cash and short-term deposit balances in the table above.
Ordinary shares have a nominal value of NOK 0.10 each. The number and value of authorised and registered shares, and the amount of other
paid-in capital, being the premium on shares issued less any transaction costs of new shares issued, was as follows:
A share buy-back program started on 8 November 2021 and ending 31 March 2022. The purpose of the program is to reduce the capital of
the Company. The share buy-back program will be for a maximum of 10,000,000 shares and will comprise acquisitions of own shares for an
aggregate amount of up to NOK 90,000,000.
Share capital
Number of shares
1)
Share capital
NOKmill
Other paid-in
capital
2)
NOKmill
At 1 January 2020 409 932 598 41 2 843
At 31 December 2020 409 932 598 41 2 843
At 31 December 2021 409 932 598 41 2 843
At 26 April 2022
(the date of completion of these financial statements) 409 932 598 41 2 843
1) Including 3,043,082 shares purchased in share buy-back program, of which 102,451 shares are not settled transactions as at 31 December 2021
2) Net proceeds after transaction costs
B2Holding ASA Annual report 2021
128
All figures in NOK million unless otherwise stated
Consolidated financial statements
In the period 8 November - 31 December 2021 3,043,082 shares were bought back at an average price of NOK 10.37 per share. Of these
2,940,631 shares were settled transactions as at 31 December 2021, decreasing the equity attributable to parent company shareholders by
NOK 31 million.
Dividend paid to parent company’s shareholders in 2021, for 2020, amounted to NOK 0.15 per share. Proposed dividend for 2021 is
NOK0.42 per share.
Mandates granted to the Board of Directors:
On 20 May 2021 the General Meeting of the shareholders of B2Holding ASA granted the Board a right to increase the share capital (i) in
connection with acquisitions and raising of equity, by a maximum of NOK 4,099,325, equivalent to 10 % (rounded) of the Company’s share
capital, and (ii) in connection with the Company’s share option program, by a maximum of NOK 1,721,000.
The General Meeting on 20 May 2021 also granted the Board a right to acquire own shares (treasury shares) in B2Holding ASA from the
shareholders in the company up to a total nominal value of NOK 4,099,325, equaling 10 % (rounded) of the share capital. The maximum
amount that can be paid for each share is the volume weighted average price as quoted on the Oslo Stock Exchange for the five business days
prior to the time of the acquisition plus 5 %, and the minimum amount to be paid is NOK 0.10 per share.
Each of the said authorisations provided to the Board are effective until the earliest of the Company’s 2022 Annual General Meeting and 30
June 2022 and replaces the authorisations issued by the General Meeting on 27 May 2020.
Shares owned by Group management and Board of Directors
The number of shares owned directly or indirectly by the Board of Directors and Group Management at 31 December 2021 were as set out
below. For details of options granted to the Board of Directors and Group Management, see note 23.
For further information regarding shares and shareholders, please refer to note 11 to the parent company financial statements.
Name Position Number of shares
Erik Just Johnsen
1)
Chief Excecutive Officer 2 225 680
Endre Solvin-Witzø Chief Investment Officer 124 500
Rasmus Hansson
2)
Head of Commercial Strategy and Investor Relations 80 057
Tore Krogstad
3)
Head of Personnel, Improvement & Restructuring 120 000
Adam Parfiniewicz
4)
Head of Unsecured Asset Management 6 000
Maria Haddad Head of Corporate Development 100 000
Harald L. Thorstein Chair of the Board of Directors 125 000
Adele Bugge Norman Pran Board member 90 000
Grethe Wittenberg Meier Board member 25 000
Trond Kristian Andreassen
5)
Board member 165 000
1) Erling Johnsen AS, an entity controlled by Erik J. Johnsen holds 2,080,000 shares. In addition, persons related to Johnsen holds 145,680 shares
2) Rmh Invest AS, an entity controlled by Rasmus Hansson, holds 80,057 shares
3) Engelia Invest AS, an entity controlled by Tore Krogstad, holds 120,000 shares
4) Adam Parfiniewicz holds 6,000 shares through a nominee account
5) Vimar AS, an entity controlled by Trond Kristian Andreassen, holds 165,000 shares
Prioritet Group AB holds 52,913,000 shares represented by board member Niklas Wiberg.
Rasmussengruppen AS with subsidiaries holds 51,373,266 shares represented by board member Trygve Lauvdal.
B2Holding ASA Annual report 2021
129
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 23: SHARE BASED PAYMENTS
23.1 Option program
The Group has granted share options to management and selected key employees according to the Group’s remuneration policy. As of the
date of completion of these financial statements, there were 10,610,000 options outstanding.
All of the Company’s option agreements include a clause regarding accelerated vesting meaning that if 50,1 % (75 % for options issued before
2019, expiring Dec 2021) of the shares in the Company are sold to an acquirer, all outstanding options are vested. In case of a merger, the
grantee shall if possible be granted an equal share option in the merged company. If this is not possible, the grantee will have the right to
exercise all the options prior to the merger.
Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year.
Due to previous changes in the Group Management 250,000 share options was terminated in May 2021. Further 6,000,000 share options
with extended expiry date until 30 June 2022 was terminated in third quarter 2021.
The weighted average fair value of options granted in 2021 was NOK 10.080 (NOK 6.26 in 2020) per option and the cost of the options
recognised in personnel costs together with a corresponding increase in other capital reserves was NOK 6 million in 2021 (NOK 4 million
in 2020).
The fair value of options awarded is calculated using the Black-Scholes option pricing model. The risk-free interest rate on the award date
has been obtained from Norges Bank and weighted average for options awarded in 2021 was 0.89 % (0.63 % in 2020). The weighted average
expected volatility for the options granted in 2021 was 54.85 % (45.07 % in 2020), and the expected lifetime has been set as the vesting date.
2021
Number
2021
WAEP
2020
Number
2020
WAEP
Outstanding 1 January 14 410 000 9.051 19 125 000 10.077
Granted during the year 2 450 000 10.080 5 150 000 6.264
Exercised during the year
Forfeited during the year -6 250 000 9.217 -1 240 000 13.777
Expired during the year -8 625 000 9.467
Outstanding at 31 December 10 610 000 9.345 14 410 000 9.051
Exercisable at 31 December 4 256 662 11.240 7 536 666 10.112
B2Holding ASA Annual report 2021
130
All figures in NOK million unless otherwise stated
Consolidated financial statements
At 31 December 2021, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
At 31 December 2020, the range of exercise prices and weighted average remaining contractual life of the options were as follows:
Outstanding options Vested options
Exercise price
Outstanding
options as of
31.12.2021
Weighted
average
remaining
contractual life
Weighted
average
exercise
price
Outstanding
options as of
31.12.2021
Weighted
average
remaining
contractual life
Weighted
average
exercise
price
0.00 - 8.00 2 800 000 3.5 4.420 933 330 3.5 4.420
8.01 - 9.99 4 010 000 2.5 9.250 1 973 332 2.5 9.490
10.00 - 12.99 2 450 000 4.5 10.080
13.00 - 17.99 600 000 16.060 600 000 16.060
18.00 - 23.30 750 000 20.480 750 000 20.480
Total 10 610 000 2.9 9.346 4 256 662 1.9 11.241
Outstanding options Vested options
Exercise price
Outstanding
options as of
31.12.2020
Weighted
average
remaining
contractual life
Weighted
average
exercise
price
Outstanding
options as of
31.12.2020
Weighted
average
remaining
contractual life
Weighted
average
exercise
price
0.00 - 8.00 3 050 000 4.5 4.568
8.01 - 8.50 2 000 000 1.5 8.340 2 000 000 1.5 8.340
8.51 - 9.99 6 100 000 2.2 9.057 4 000 000 1.5 9.231
10.00 - 12.99 1 910 000 3.5 10.140 636 666 3.5 10.140
13.00 - 17.99 600 000 1.0 16.210 450 000 1.0 15.900
18.00 - 23.99 750 000 1.0 20.630 450 000.00 1.0 19.990
Total 14 410 000 2.6 9.051 7 536 666 1.6 10.112
NOTE 24: INTEREST BEARING LOANS AND BORROWINGS
2021 2020
Non-current
Multi-currency revolving credit facility 3 031 3 912
Bridge Facility 250
Bond loan 3 794 5 954
6 825 10 116
2021 2020
Current
Bond loan 1 900 1 153
Bridge Facility 500
Bank overdraft 219 222
2 619 1 375
B2Holding ASA Annual report 2021
131
All figures in NOK million unless otherwise stated
Consolidated financial statements
Interest bearing loans
The Group is financed by the following loans; (i) a EUR 510 million senior secured multi-currency revolving credit facility agreement,
including a multi-currency cash pool with a EUR 40 million overdraft, which matures in May 2023, (ii) a EUR 50 million bridge facility
with maturity in May 2022, (iii) a EUR 200 million senior unsecured bond with maturity in November 2022, (iv) a EUR 200 million senior
unsecured bond with maturity in May 2023 and (v) a EUR 200 million senior unsecured bond with maturity in May 2024. The Group holds
EUR 27 million in treasury bonds, which is not included in tables below.
The multi-currency revolving credit facility, the bridge facility and the bond loans carry a variable interest rate based on the interbank rate in
each currency plus a margin supplement. In addition, there is a commitment fee, which is calculated as a percentage of the loan margin on the
undrawn part of the credit facilities. The overdraft carries a facility line fee. The loan agreements have a number of operational and financial
covenants, including limits on certain key indicators, which have all been complied with as of 31 December 2021. There are no instalments to
be paid before maturity.
At 31 December 2021, PLN 700 million, SEK 760 million and NOK 800 million, in total EUR 306 million, was utilised from the EUR 470
million multi-currency revolving credit facility, leaving an available, undrawn amount of EUR 164 million. The multi-currency overdraft
facility of EUR 40 million was utilised with EUR 22 million, leaving an available, undrawn amount of EUR 18 million. The bridge facility was
utilised with EUR 50 million, leaving an available, undrawn amount of EUR 0 million.
The EUR 470 million multi-currency revolving credit facility and the EUR 50 million bridge facility are secured by guarantees issued by
B2Holding ASA, a share pledge over B2Holding ASA’s 100 % directly owned subsidiaries, an account charge over a number of pre-defined
B2Holding ASA bank accounts and a pledge over the intra-group loan receivables from B2Holding ASA to its subsidiaries. The Bond Loans
are unsecured.
Details of the interest rates, maturity and outstanding nominal values by currency at 31 December 2021 and 31 December 2020 are
summarised below:
At 31 December 2021 Currency
Interest
rate % Maturity
Outstanding
nominal
value
Multi-currency revolving credit facility PLN Floating May 2023 1 521
SEK Floating May 2023 741
NOK Floating May 2023 800
Bridge facility NOK Floating May 2022 500
Bond loans EUR 4.25 % November 2022 1 998
EUR 4.75 % May 2023 1 998
EUR 6.35 % May 2024 1 998
9 555
At 31 December 2020 Currency
Interest
rate % Maturity
Outstanding
nominal
value
Multi-currency revolving credit facility PLN Floating May 2023 1 791
SEK Floating May 2023 678
NOK Floating May 2023 1 530
Bridge facility NOK Floating May 2022 250
Bond loans EUR 7.00 % October 2021 1 832
EUR 4.25 % November 2022 2 094
EUR 4.75 % May 2023 2 094
EUR 6.35 % May 2024 2 094
12 364
B2Holding ASA Annual report 2021
132
All figures in NOK million unless otherwise stated
Consolidated financial statements
The repayment schedule by currency at 31 December 2021 and 31 December 2020 is shown in the table below:
Financial covenants
The financial covenants at 31 December 2021 for the bond loans are summarised below. All covenants have been met at 31 December 2021
and 31 December 2020.
The financial covenants for the bond loan are as follows:
The financial covenants for the multi-currency revolving credit facility include covenants for the borrowing base ratio, the equity ratio and the
ratio of actual NPL portfolio cash collections compared to cash collection forecasts. In addition to this, the covenants for the borrowing base
ratio and the ratio of actual NPL portfolio cash collections compared to cash collection forecasts are measured at the “Restricted Group” level,
which comprises B2Kapital Holding S.à r.l. and its directly and indirectly owned subsidiaries. If the group fails to comply with the financial
covenants, both the multi-currency revolving credit facility agreement and the bond loan agreements have a grace period after notice thereof
is given to the counterparties before default is declared.
At 31 December 2021
Multi-currency revolving
credit facility
Bridge
Facility Bond loan Total
SEK NOK PLN NOK EUR
2022 500 1 998 2 498
2023 741 800 1 521 1 998 5 059
2024 1 998 1 998
741 800 1 521 500 5 993 9 555
At 31 December 2020
Multi-currency revolving
credit facility
Bridge
Facility Bond loan Total
SEK NOK PLN NOK EUR
2021 1 832 1 832
2022 250 2 094 2 344
2023 678 1 530 1 791 2 094 6 093
2024 2 094 2 094
678 1 530 1 791 250 8 114 12 364
Requirement 2021 2020
Secured loan to value Maximum 65 % 24.3 % 25 %
Leverage ratio Maximum 4.0 2.2 2.7
Net interest cover ratio Minimum 4.0 7.3 5.4
Bank borrowings secured by pledged assets 2021 2020
Multi-currency revolving credit facility 3 531 4 162
3 531 4 162
Balance sheet value of pledged assets 2021 2020
Share Pledge 3 622 3 622
Account charge over bank accounts 13
Intra Group Loan receivable 5 585 6 930
9 208 10 565
B2Holding ASA Annual report 2021
133
All figures in NOK million unless otherwise stated
Consolidated financial statements
At 31 December 2021, the multi-currency revolving credit facility and the bridge facility is secured by a share pledge over B2Holding ASA’s
shares in B2Kapital Holding S.à r.l., an account charge over a number of pre-defined B2Holding ASA bank accounts and a pledge over the
intra-group loan receivables from B2Holding ASA to B2Kapital Holding S.à r.l.. The Bond Loans are unsecured.
Changes in liabilities arising from financing activities
The table below shows reconciliation of cash flows from financing activities to interest bearing liabilities in the statement of financial position.
«Other changes» consist of non-cash effects from utilizing amortised cost principal.
Lease liabilities and Accrued interest on interest bearling loans and borrowings are included in Other current and non-current liabilities in the
Consolidated statement of financial position.
Interest bearing liabilities 2021 2020
Interest bearing loans and borrowings
1)
9 224 11 270
Accrued interest on interest bearing loans and borrowings (see note 27) 47 71
Lease liabilities (see note 16) 117 128
9 388 11 469
Cash flow
Foreign
exchange
movement
New
leases
Interest
expense Other Balances
At 1 January 2020 11 865
Principal repayments (lease liabilities) -39 -39
Additions (lease liabilities) 26 26
Proceeds from new external loans during the year 15 577 15 577
Repayment of external loans during the year -16 290 338 -15 952
Interest paid -736 -2 786 -62 -14
Other changes 6 6
At 31 December 2020 -1 488 336 26 786 -55 11 469
At 1 January 2021 11 469
Principal repayments (lease liabilities) -46 -46
Additions (lease liabilities) 35 35
Proceeds from new external loans during the year 16 605 16 605
Repayment of external loans during the year -18 259 -386 -18 645
Interest paid -582 -3 632 -72 -24
Other changes (6) -6
At 31 December 2021 -2 282 -389 35 632 -78 9 388
1) Including EUR 27 million treasury bonds
B2Holding ASA Annual report 2021
134
All figures in NOK million unless otherwise stated
Consolidated financial statements
Accounts payable, amounts prepaid by loan debtors and amounts owed to third party collection customers are non-interest bearing and are
normally settled within 30 days. Vendor financing is non-interest bearing and relates to portfolio purchases not yet fully paid but normally
due within 6 months.
NOTE 26: ACCOUNTS AND OTHER PAYABLES
2021 2020
Accounts payable 67 59
Vendor financing 36 23
Amounts owed to third party collection customers 12 14
Amounts prepaid by loan debtors 32 55
Other payables 26 4
173 154
Contingent consideration due within one year is classified within other current liabilities.
NOTE 25: OTHER NON-CURRENT LIABILITIES
2021 2020
Financial liabilities at fair value through profit or loss
Contingent consideration (note 5.2) 0 17
Derivatives (note 4) 3 14
Other 4 6
7 37
Financial liabilities
Lease liabilities (note 16) 81 87
81 87
Other non-financial liabilities
Post-employment liabilities 5 6
5 6
93 131
B2Holding ASA Annual report 2021
135
All figures in NOK million unless otherwise stated
Consolidated financial statements
Contingent consideration due within one year is classified as other current liabilities.
Amounts due to employees are accruals for fixed and variable salaries and includes accruals for holiday entitlements according to local
regulations and practices.
Interest payable on loans and borrowings is normally paid quarterly throughout the financial year.
Indirect taxes are non-interest bearing and are payable on a regular basis to the relevant national tax authority.
Social security payable at 31 December 2021 and 31 December 2020 includes the accrued social security costs of the share option
programmes described in note 23.
NOTE 27: OTHER CURRENT LIABILITIES
2021 2020
Financial liabilities at fair value through profit or loss
Contingent consideration (note 5.2) 11 14
Derivatives (note 4) 1 2
12 16
Other liabilities at amortised cost
Amounts due to employees 108 110
Accrued interest on external loans 47 71
Accrued costs of external collection services and other expenses 36 42
Lease liabilities (note 16) 36 41
Other 27 14
254 279
Indirect taxes payable
Value added taxes / sales taxes payable 11 6
Payroll taxes payable 12 15
Social security payable 20 21
Other indirect taxes payable 0 3
43 45
309 339
NOTE 28: COMMITMENTS
28.1 Lease commitments - Group as lessee
The Group has entered into leases for office premises, motor vehicles and office equipment. The lease payments for the majority of the office
premises lease contracts are adjusted according to the consumer price index, have an extension option and have an average life of between 12
months and 9 years. There are no restrictions placed upon the lessee under the lease contracts to use the office premises in the normal course
of business. The commitments related to future payments on lease agreements are presented in note 16.
B2Holding ASA Annual report 2021
136
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 29: RELATED PARTY DISCLOSURE
The Group’s related parties include the Group management team, Board of Directors of the parent company, associated companies and joint
ventures (note 17).
No loans or guarantees have been given to members of the Management, the Board of Directors or other elected corporate bodies.
Compensation of key management of the Group
2021 2020
Face value
Purchase
price Face value
Purchase
price
Northern Europe 71 47 230 121
Poland 92 21 202 34
Western Europe 85 11 0 0
South Eastern Europe 31 5 115 27
279 83 547 182
2021 2020
Base salary 25 23
Benefits 1 1
Short term incentive 9 7
Share-options 6 5
Pension 3 2
Total compensation to key management personnel 43 37
CEO and Group Management have received bonus according to the bonus program described in the Remuneration report. No additional
remuneration are paid for special services outside the normal functions within the given manager positions.
Short term incentive includes yearly bonus awarded for the reporting period while the other amounts disclosed in the table are the amounts
recognised as an expense during the reporting period.
The Board of Directors compensation was NOK 2.9 million in 2021 (NOK 2.7 million in 2020) including any additional fees to members of
Audit Committee and Remuneration Committee.
Transactions with associated companies and joint ventures:
See note 17 and 18 for transactions with associated companies and joint ventures.
Group companies
Companies in the Group are also related parties. Intra-group related party transactions and outstanding balances are eliminated in the
preparation of the consolidated financial statements of the Group. Sales to and purchases from intra-group related parties are made at normal
market prices as the transactions are performed on the same terms as unrelated parties.
Outstanding intra-group balances at the year end are unsecured and interest free, other than for interest-bearing loans. No intra-group loans
have been impaired in 2021 (NOK 80 million in 2020).
B2Holding ASA, with its registered office in Oslo is the Parent Company of the Group. The list of Group subsidiaries is provided below. All
subsidiaries are included in the B2Holding Group consolidated financial statements
28.2 Forward flow commitments
The Group has committed to buy non-performing debt portfolios for delivery in future years (“forward flow” contracts) in the following
segments. The estimated face value and purchase price of contracts are based on the maximum face value in the purchase agreement or best
estimate if there are not any maximum amounts in the purchase agreements. The Group is entitled to terminate the agreements with less than
12 months notice. At 31 December, the non-cancellable part of these commitments were as follows:
B2Holding ASA Annual report 2021
137
All figures in NOK million unless otherwise stated
Consolidated financial statements
Company name
Country of
incorporation Segment
Directly
owned by
B2Holding
ASA
% equity interest
2021 2020
B2Holding ASA
Interkreditt AS Norway Northern Europe 100 % 100 %
Interkreditt Kapital AS Norway Northern Europe 100 % 100 %
BackB Investments S.à r.l. Luxembourg Central functions √ 100 % 100 %
B-Squared Investments S.à r.l. Luxembourg Central functions 100 %
B2Kapital Holding S.à r.l Luxembourg Central functions √ 100 %
ULTIMO Portfolio Investment SA Luxembourg Central functions 100 % 100 %
ULTIMO SA Poland Poland 100 % 100 %
ULTIMO Securitisation Fund Poland Poland 100 % 100 %
ULTIMO Legal Office Poland Poland 99 % 99 %
ULTIMO TFI SA Poland Poland 100 % 100 %
TAKTO Group comprising TAKTO Sp z.o.o,
TAKTO Securitisation Fund & Invest TAKTO SKA Poland Poland 100 % 100 %
Sileo Holding AB Sweden Northern Europe 100 % 100 %
Sileo Kapital AB Sweden Northern Europe 100 % 100 %
Interkredit Sverige AB (former Sileo Finans AB) Sweden Northern Europe 100 % 100 %
Sileo Förvaltning AB (former Kontant Finans Sverige AB)
Sweden Northern Europe √ 100 % 100 %
OK Perintä OY Finland Northern Europe 100 % 100 %
Nordic Debt Collection A/S Denmark Northern Europe 100 % 100 %
OK Incure OÜ Estonia Northern Europe 100 % 100 %
TCM Estonia OÜ Estonia Northern Europe 100 % 100 %
B2Kapital SIA Latvia Northern Europe 100 % 100 %
Creditreform Latvija SIA Latvia Northern Europe 99.5 % 99.5 %
Crefo Rating SIA Latvia Northern Europe 100 % 100 %
AS Crefo Birojs Latvia Northern Europe 100 % 100 %
UAB B2Kapital (former UAB Skolu valdymo centras) Lithuania Northern Europe 100 % 100 %
B2 Kapital d.o.o Croatia Central Europe 100 % 100 %
B2 Real Estate d.o.o Croatia Central Europe 100 % 100 %
B2 Portfolio d.o.o. Croatia Central Europe 100 % 100 %
BSP Consulting d.o.o. Croatia Central Europe 100 %
B2Kapital d.o.o Bosnia and Herzegovina Central Europe 100 % 100 %
B2Kapital d.o.o Slovenia Central Europe 100 % 100 %
B2 Holding Kapital d.o.o Serbia Central Europe 100 % 100 %
B2Kapital d.o.o Montenegro Central Europe 100 % 100 %
B2Kapital GmbH
1)
Austria Central Europe 100 % 100 %
B2Kapital Czech Republic s.r.o Czech Republic Central Europe 100 % 100 %
Consequence Europe MKFT Hungary Central Europe 100 % 100 %
B2Kapital Hungary Zrt Hungary Central Europe 100 % 100 %
B2Kapital Porfolio Management S.R.L Romania South Eastern Europe 100 % 100 %
B2 Real Estate Management S.R.L. Romania South Eastern Europe 100 % 100 %
B2 Kapital Finance I.F.N. S.A. Romania South Eastern Europe 100 % 100 %
Freyja Development S.R.L Romania South Eastern Europe 100 % 100 %
Acatoen Development S.R.L Romania South Eastern Europe 100 % 100 %
Joro Assets S.R.L. Romania South Eastern Europe 100 % 100 %
Advanced Holding Three S.R.L Romania South Eastern Europe 100 % 100 %
Debt Collection Agency EAD Bulgaria South Eastern Europe 100 % 100 %
Smart Collect EOOD Bulgaria South Eastern Europe 100 % 100 %
B2Kapital AE Greece South Eastern Europe 100 % 100 %
B2Kapital Cyprus LTD Cyprus South Eastern Europe 100 % 100 %
Gabuyd Ltd Cyprus South Eastern Europe 100 % 100 %
B2 Kapital S.r.l Italy Western Europe 100 % 100 %
B2 Kapital Investment S.r.l. Italy Western Europe 100 % 100 %
B2 Kapital RE S.r.l. Italy Western Europe 100 % 100 %
B2Kapital 7.1 S.r.l Italy Western Europe 100 % 100 %
Confirmación de Solicitudes de Crédito Verifica S.A.U Spain Western Europe 100 % 100 %
Verifica Portugal S.A.
1)
Portugal Western Europe 100 % 100 %
Négociation et Achat de Créances Contentieuses France Western Europe 100 % 100 %
Tahiti Encaissements Services French Polynesia Western Europe 100 % 100 %
1) In process of liquidation
B2Holding ASA Annual report 2021
138
All figures in NOK million unless otherwise stated
Consolidated financial statements
NOTE 30: FEES TO AUDITORS
Ernst & Young 2021 2020
Audit fees 9.4 9.5
Fees for further assurance services 0.5 1.2
Fees for tax advise 0.5 0.5
Total Ernst & Young 10.4 11.1
Other auditing companies 2.4 2.0
Total 12.7 13.2
30.3 Fees to auditors
The table below summarises audit fees, fees for further assurance services and tax services incurred by the Group during 2020 and 2019 from
Ernst & Young, who were appointed the Group auditors in December 2014. Fees include all companies in the Group.
VAT is both included and not included in the fees specified above, depending on if the receiving company has deduction for VAT.
NOTE 31: GUARANTEES
B2Holding ASA has issued a guarantee limited to EUR 900 million with the addition of any and all interests, default interests, costs and
expenses to DNB Bank ASA as Agent on behalf of itself, Nordea Bank ABP, Branch of Norway and Swedbank AB in connection with
the provision of the Group’s senior secured multi-currency revolving credit facility of EUR510 million and the Group’s EUR 50 million
bridge facility.The guarantee was issued on behalf of the borrower under the multi-currency revolving credit facility and the bridge facility,
B2Holding ASA’s 100 % directly owned subsidiary, B2Kapital Holding S.à r.l. The total utilised amount under the facilities at 31 December
2021 was EUR 378 million.
B2Holding ASA has issued a office rental guarantee with effect from 10 October 2017 in favour of the lessor of the Group’s offices in
Gothenburg, Sweden.In 2021 was the rental agreement extendend 3 years if not cancelled within a specified date. Although the guarantee
is unlimited, the Group estimates that its exposure for the remaining rental period is limited to the yearly rental cost for the period, which
amounts to SEK 2.4 million.
B2Holding ASA has issued a office rental guarantee with effect from 19 December 2017 in favour of the lessor of the Group’s offices in
Wroclaw, Poland. The guarantee agreement is limited to the aggregated amount of EUR 402 thousand, which are ment to cover 3 months
office rental cost, and are valid until 90 days following the rental agreement maturing in June 2023.
NOTE 32: SUBSEQUENT EVENTS
The Board of Directors has proposed for the Annual General Meeting 2022 to pay a cash dividend of NOK 0.42 per share for 2021.
As we are writing this report there is a new humanitarian crisis developing in Europe with the Russian invasion of Ukraine. B2Holding has
several countries bordering the conflict area. We are closely monitoring the macroeconomic and geopolitical development related to the war
as there is still low visibility on how this will affect our business in the future.
NOTE 33: CONTINGENCIES
One of the Groups subsidiaries is involved in a court case related to the reimbursement model and commission paid. A provision of NOK12
million is made to cover the potential reimbursements in case the dispute is finally lost.
B2Holding ASA Annual report 2021
139
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company income statement
Year ended 31 December Notes 2021 2020
Operating revenue from group companies 86 45
Total revenues 86 45
Personnel expenses 3 -83 -58
Depreciation and amortisation 7 -1 -1
Impairment losses 7 -2
Operating expenses from group companies -64 -31
Other operating expenses 4.1 -72 -46
Operating expenses -221 -135
Operating profit/(loss) -135 -90
Group contribution 5 2
Profit from shares in associated parties/joint ventures 47 5
Interest income from group companies 430 516
Interest expense to group companies -1 -1
Net exchange gain/(loss) 5 1 -14
Other interest expenses 5 -364 -522
Other financial items 5 -21 6
Net financial items 93 -10
Profit/(loss) before tax -42 -100
Change in deferred taxes 6 10 -10
Profit/(loss) after tax -32 -110
Attributable to:
Ordinary dividend -170
Other equity -202 -110
B2Holding ASA Annual report 2021
140
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company balance sheet
As at 31 December Notes 2021 2020
Tangible and intangible assets 7 23 14
Investment in subsidiary companies 8 3 625 3 624
Investments in associated companies and joint ventures 8 306 232
Non-current loans to group companies 8.1 5 585 6 930
Other non-current financial assets 5 25
Total non-current assets 9 545 10 824
Receivables from group companies 9 47 93
Other current assets 22 23
Cash and cash equivalents 9 0 5
Total current assets 69 122
Total assets 9 614 10 946
Share capital 10, 11 41 41
Other paid in capital 10, 11 2 843 2 843
Other capital reserves 10 21 17
Other equity 10 511 815
Total equity 3 416 3 717
Deferred tax liabilities 6 0 10
Non-current interest bearing loans and borrowings 12 3 817 6 001
Total non-current liabilities 3 817 6 010
Current interest bearing loans and borrowings 12 1 908 1 159
Payables to group companies 9 227 -11
Accounts and other payables 12 3
VAT, payroll and other public duties payables 9 2
Other current liabilities 13 225 67
Total current liabilities 2 381 1 219
Total liabilities 6 198 7 229
Total equity & liabilities 9 614 10 946
Oslo, 26 April 2022
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Adele Bugge
Norman Pran
Board Member
/sign/
Niklas Wiberg
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Grethe Wittenberg
Meier
Board Member
/sign/
Trond Kristian
Andreassen
Board Member
/sign/
Erik J. Johnsen
Chief Executive
Officer
B2Holding ASA Annual report 2021
141
All figures in NOK million unless otherwise stated
Parent company financial statements
Parent company cash flow statement
Year ended 31 December Notes 2021 2020
Cash flow from operating activities
Profit for the year before tax -42 -100
Adjustment for non-cash items:
Depreciation, amortisation and impairment of assets 7 3 1
Interest expense on interest bearing loans 5 364 522
Amortisation of loan financing costs 5 21 31
Cost share option program 4 2
Unrealised foreign exchange differences 67 69
Operating cashflows:
(Grant)/repayment of long term receivables 4
Interest paid on interest bearing loans & borrowings -385 -537
Operating capital adjustments:
Decrease/(increase) in current balances with group companies 284 -254
Decrease/(increase) in accounts receivable and other current assets 1 11
Decrease/(increase) in other non-current financial assets -2 -10
Increase/(decrease) in accounts payable and other current liabilities 25 -8
Net cash flow from operating activities 342 -270
Cash flow from investing activities
Purchase of tangible and intangible fixed assets 7 -12 -10
Purchase of shares in subsidiary companies 8 -1
Purchase of shares in joint ventures -74 44
Decrease/(Increase) in non-current loans to group companies 950 2 304
Net cash flow from investing activities 863 2 338
Cash flow from financing activities
Buy-back share programme 11 -31
Termination of issued options -10
Repayment of interest bearing loans and borrowings during the year -1 108 -2 068
Dividend paid to shareholders 10 -61
Net cash flow from financing activities -1 210 -2 068
Net cash flow during the year -5 -1
Cash and cash equivalents at 1 January 5 6
Cash and cash equivalents at 31 December 0 5
B2Holding ASA Annual report 2021
142
All figures in NOK million unless otherwise stated
Parent company financial statements
Notes to the parent company
financial statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The financial statements, which have been presented in compliance
with the Norwegian Companies Act, the Norwegian Accounting
Act and Norwegian generally accepted accounting principles in
effect at 31 December 2021, consist of the income statement, balance
sheet, cash flow statement and notes to the accounts. The financial
statements are presented in Norwegian kroner (NOK) and all
values are rounded to the nearest million except where otherwise is
indicated.
Investments
Investment in subsidiaries, associated companies and joint venture
companies are accounted for using the cost method. The investments
are recorded at the acquisition price of the shares and will be written
down or impaired to fair value when a fall in value is due to reasons
that cannot be assumed to be temporary and are necessary according
to generally accepted accounting principles. Write-downs are
reversed when there is no longer a basis for impairment. Dividends
and group tax contributions from subsidiaries are recognised in the
income statement when the subsidiary has proposed these.
Interest bearing loans and borrowings
Borrowings are recognised at nominal value. Directly associated
costs are amortised straightline over the term of the loan.
Foreign currency
Transactions in a currency other than Norwegian kroner are
recognised at the exchange rate in effect on the transaction date.
When such transactions are settled, any difference in the exchange
rate will give rise to a realised exchange rate gain or loss. Monetary
assets or liabilities in a currency other than Norwegian kroner are
translated at the exchange rates on each balance sheet date and will
give rise to an unrealised exchange rate gain or loss. Both realised
and unrealised exchange rate differences are recognised in net
financial items in the income statement.
Classification
Current assets and liabilities include items due less than one year
from the reporting date, and items tied to the operating cycle, if
longer. The current portion of long-term debt is included as current
liabilities. Other assets are classified as non-current assets.
Tangible fixed assets
Tangible fixed assets are recorded in the balance sheet at historical
cost less depreciation based on an assessment of useful economic
life. If the recoverable amount is less than the balance sheet value,
then the amount is impaired to the recoverable amount which is the
highest of net sales value or value in use. Value in use is the current
value of the future cash flows that the asset will generate.
Intangible assets
Intangible assets include purchase of software. Expenditures for IT
development and maintenance are expensed as incurred.
Intangible assets acquired separately are measured on initial
recognition at cost.
Following initial recognition, intangible assets are carried at cost less
any accumulated amortisation and accumulated impairment losses,
if any. Intangible assets with finite lives are amortised on a straight-
line basis over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be
impaired.
The intangible assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at each reporting date. The amortisation
expense on intangible assets with finite lives is classified in the
income statement as ‘Amortisation of intangible assets’.
Any gain or loss arising on derecognition of an intangible asset
(calculated as the difference between the net disposal proceeds
and the carrying amount of the intangible asset) is included in the
income statement in the year the intangible asset is derecognised.
Lease agreements
A lease is classified as either a finance or operating lease. Finance
leases, which transfer to the company substantially all the risks and
benefits incidental to ownership of the leased item, are capitalised at
the commencement of the lease at the fair value of the leased asset
or, if lower, at thepresent value of the minimum lease payments.
Capitalised leased assets are depreciated over the shorter of the
estimated useful life of the asset and the lease term, if there is no
reasonable certainty that the company will obtain ownership by the
end of the lease term.
Operating lease payments are expensed on a straight-line basis over
the lease term.
Receivables and other current assets
Receivables and other current assets are accounted for at face value
less any provision for expected losses.
Tax
Current income tax:
Income tax assets and liabilities for the current and prior periods are
measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rate and tax laws used to compute
the amount are those that are enacted or substantively enacted at the
balance sheet date.
Deferred tax:
Deferred income tax is computed using the liability method on
temporary differences between the tax basis of assets and liabilities
and their carrying amounts at the reporting date as well as tax losses
carried forward. The carrying amount of deferred income tax assets
is reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each
B2Holding ASA Annual report 2021
143
All figures in NOK million unless otherwise stated
Parent company financial statements
reporting date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax asset
to be recovered. Deferred tax assets and deferred tax liabilities are
offset, if a legally enforceable right exists to set off current tax assets
against current tax liabilities.
Defined contribution pension plans
The Company operates a defined contribution pension plan under
which the company pays contributions to privately administered
pension insurance plans on a mandatory, contractual or voluntary
basis. The contributions are recognised as employee benefit expense
when they are due. Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in the future payments
is available. The company has no legal or constructive obligations to
pay further contributions if the fund does not hold sufficient assets
to pay all employees the benefits relating to employee service in the
current and prior periods, and therefore does not record a pension
liability in the balance sheet.
Share based payments
Members of the management team and selected key employees
receive remuneration in the form of share-based payments, whereby
they render services as consideration for equity instruments (equity-
settled transactions).
The cost of equity-settled transactions is determined by the fair
value at the date when the grant is made using an appropriate
valuation model, further details of which are given in B2Holding
Group financial statement note 23. That cost is recognised in
personnel costs, together with a corresponding increase in other
capital reserves within equity, over the period in which the service
and, where applicable, the performance conditions are fulfilled
(the vesting period). The cumulative expense recognised at each
reporting date until the vesting date reflects the extent to which the
vesting period has expired and the company’s best estimate of the
number of equity instruments that will ultimately vest. The expense
or credit in the statement of profit or loss for a period represents the
movement in the cumulative expense recognised at the beginning
and end of that period.
Service and non-market performance conditions are not taken into
account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the
company’s best estimate of the number of equity instruments that
will ultimately vest. Market performance conditions are reflected
within the grant date fair value.
No expense is recognised for awards that do not ultimately vest
because non-market performance and/or service conditions have
not been met.
When the terms of an equity-settled award are modified, the
minimum expense recognised is the grant date fair value of the
unmodified award, provided the original terms of the award are
met. An additional expense, measured at the date of modification is
recognised for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise beneficial to
the employee. Where an award is cancelled by the entity or by the
counterparty, any remaining element of the fair value of the award is
expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional
share dilution in the computation of diluted earnings per share. For
further details, see note 13 in B2Holding Group financial statement.
Cash flow statement
The cash flow statement is prepared according to the indirect
method which reconciles the change in cash and cash equivalents to
the profit for the year before tax. Cash flows are divided into cash
flows from operating activities, investing activities and financing
activities. Cash and cash equivalents consist of cash and short-
term deposits as well as immediately available balances with banks
and similar institutions. Short-term deposits are easily and readily
convertible to a known amount of cash and have a maturity of not
more than three months.
B2Holding ASA Annual report 2021
144
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 2: FINANCIAL RISK MANAGEMENT
Financial risk management for the Company is fully integrated into the B2H Group’s overall financial risk management.
The B2H Group’s activites are exposed to financial risks: market risk, currency and interest rate risk, credit risk, liquidity risk and cash flow
risk. The Company focuses on the unpredictability of the financial markets and seeks to minimise the potential adverse effects of the market
fluctuations on the Group’s financial performance.
For further details, please refer to note 4.1 in B2Holding Group financial statment.
NOTE 3: PERSONNEL EXPENSES
NOTE 4: OTHER OPERATING EXPENSES
2021 2020
Wages, salaries and other benefits paid 52 37
Social security costs 9 7
Defined contribution pension costs 5 3
Other personnel costs 7 11
Cost share option program 7 2
Social security cost share option program 4 -1
83 58
Number of full time equivalents (FTEs) at 31 December 27.0 28.0
2021 2020
Audit and tax services 2 3
External accounting services & temporary consultants 0 0
Tax and legal services 2 17
Other professional services 48 8
Cost of office premises 5 5
IT, telecommunications 4 5
Marketing, business entertaining 1 1
Travel, accommodation, meetings, arrangements 1 1
Statutory and other corporate costs 9 7
72 46
2021 2020
Audit fees 2 3
Fees for tax services 0
2 3
All employees are covered by a defined contribution pension plan which fulfill the company’s obligations under the Norwegian occupational
pension legislation.
All figures including VAT.
4.1 Fees to auditors
B2Holding ASA Annual report 2021
145
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 5: FINANCIAL ITEMS
NOTE 6: TAXES
The major components of income tax reported in the income statement were:
2021 2020
Group contribution from Interkreditt AS 2
Group contribution 2 0
Realised exchange gains/(losses) -52 55
Unrealised exchange gains/(losses) 53 -69
Net realised and unrealised exchange gains/(losses) 1 -14
Interest expense on interest bearing loans -364 -522
Other interest expense 0 0
Other interest expenses -364 -522
Interest income on cash & short-term deposits 0 0
Net gain/(loss) on financial instruments 42
Costs of financing -21 -35
Other financial items -21 6
2021 2020
Current income tax
Current year income tax payable 0 0
Origination and reversal of temporary differences -10 10
Deferred tax expense/(income) -10 10
Total tax expense reported in the income statement -10 10
Calculation of the income tax base 2021 2020
Profit before tax -42 -100
Permanent differences 102 36
Group contribution 2
Change in temporary differences -60 -64
Transfer to/(from) tax losses carried forward -2 129
Current year income tax base 0 0
Current year income tax payable at 22 % 0 0
B2Holding ASA Annual report 2021
146
All figures in NOK million unless otherwise stated
Parent company financial statements
Deferred taxes
Change in
deferred taxes
Calculation of the deferred tax base 2021 2020 2021
Non-current loans to group companies 141 536
Fixed assets 6 4
Taxable temporary differences 147 540
Other receivables & liabilities -3 -1
Non-current interest bearing loans -41 -494
Tax losses carried forward - no time limit on expiry -419 -498
Reversal of basis for deferred tax asset not recognised 317 498
Deductible temporary differences -147 -495
Net basis for deferred tax / tax asset 0 45
Basis for deferred tax at 22 % -70 -100 30
Deferred tax losses not recognised 70 109 40
Net deferred tax / change in deferred taxes 0 10 -10
Comprising:
22 % deferred tax liability 32 119
22 % deferred tax asset -32 -109
0 10
Significant judgement is required to determine the amount of deferred tax assets that can be recognised based upon the likely timing and level
of future taxable profits together with future tax planning strategies.
Reconciliation of the Norwegian nominal tax rate to the effective tax rate 2021 2020
Profit before tax -42 -100
Expected tax expense at the Norwegian nominal tax rate of 22 % -9 -22
Tax effect of permanent differences 23 8
Tax effect of the change in unrecognised deferred taxes -40 22
Tax effect on estimate change 26 2
Total income and deferred tax expense 0 10
B2Holding ASA Annual report 2021
147
All figures in NOK million unless otherwise stated
Parent company financial statements
Equipment,
fixtures &
fittings Intangibles Total
Acquisition/purchase cost
At 1 January 2021 3 13 15
Additions 0 12 12
Disposals 0 0 0
At 31 December 2021 2 25 27
Depreciation and impairment
At 1 January 2021 1 0 1
Depreciation charge for the year 0 1 1
Accumulated depreciation on disposals 0 0
Impairment charge for the year 2 2
At 31 December 2021 1 2 4
Net book value
At 31 December 2021 1 22 23
At 1 January 2021 2 12 14
Depreciation method Straight line Straight line
Economic useful lives 0-5 years 3 years
NOTE 7: TANGIBLE FIXED ASSETS
NOTE 8: INVESTMENT IN SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES
Country of Established/ % equity interest
1)
Equity Profit Book value
Name of subsidiary incorporation acquired 2021 2020 2021 2021 2021
B2Kapital Holding S.à r.l.
3)
Luxembourg 2014 100.00 % 100.00 % 5 501 199 3 622
BackB Investments S.à r.l. Luxembourg 2021 100.00 % 1 0 1
Sileo Förvaltning AB Sweden 2013 100.00 % 100.00 % 11 10 1
B2 Kapital Portfolio Management S.R.L.
2)
Romania 2016 0.19 % 0.00 % 156 52 0
3625
Joint venture companies
CE Partner S.à r.l. Luxembourg 2018 50.00 % 50.00 % 0 0 0
CE Holding Invest S.C.S.
3)
Luxembourg 2018 49.99 % 49.99 % 395 48 306
306
1) Voting rights in the subsidiary is equivalent to % equity interest.
2) The majority of the shares are owned by B2Kapital Holding S.à r.l. (Luxembourg), a 100 % owned B2H Group company.
3) Equity and profit are based on preliminary, unaudited financial statement for 2021.
B2Holding ASA is the ultimate parent company in the B2H Group and consolidates the accounts for the Group. A copy of the B2Holding
Group financial statements is available at B2Holding ASAs website at www.b2holding.no.
8.1 Non-current loans to group companies
2021 2020
B2Kapital Holding S.à r.l. 5 585 6 930
Non-current loans to group companies 5 585 6 930
B2Holding ASA Annual report 2021
148
All figures in NOK million unless otherwise stated
Parent company financial statements
Cash at banks earns interest at floating rates which is based on bank deposit rates. Other restricted balances represent deposits paid into an
escrow account in connection with lease of office premises.
For the purpose of the statement of cash flow, cash and cash equivalents comprised the cash balances in the table above.
In addition the Company holds bank accounts in the Group’s multi-currency cashpool, with a net current debt amounting to NOK 207 million.
Reported in gross amounts respectively as “Receivables from group companies” and “Payables to group companies” in the balance sheet.
The Bord of Directors has decided to propose for the Annual General Meeting in 2022 an ordinary cash dividend for 2021 of NOK 0.42 per
share. See note 17 for subsequent events.
2021
Cash at banks:
Unrestricted balances 0
Tax deductions from employee payroll 0
Other restricted balances 0
0
NOTE 9: CASH AND SHORT-TERM DEPOSITS
NOTE 10: CHANGES IN SHAREHOLDERS’ EQUITY
Share capital
Other paid-in
capital
Other capital
reserves Other equity Total equity
At 1 January 2021 41 2 843 17 815 3 717
Profit for the year after tax -32 -32
Buy-back share programme 0 -31 -31
Share based payment 4 4
Termination of issued share optsions -10 -10
Dividends
1)
-232 -232
At 31 December 2021 41 2 843 21 511 3 416
1) Dividends, of which NOK 61 million for 2020 was paid to shareholders in November 2021.
B2Holding ASA Annual report 2021
149
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 11: SHARE CAPITAL AND OTHER PAID-IN CAPITAL
Ordinary shares have a nominal value of NOK 0.10 each and all provide the same rights in the Company. The number and value
of authorised and registered shares, and the amount of other paid-in capital, being the premium on shares issued less any transaction
costs of new shares issued, was as follows:
A share buy-back program started on 8 November 2021 and ending 31 March 2022. The purpose of the program is to reduce the capital of
the Company. The share buy-back program will be for a maximum of 10,000,000 shares and will comprise acquisitions of own shares for an
aggregate amount of up to NOK 90,000,000.
For further information about mandates granted to the Board of Directors to incrase the share capital, please refer to note 22 in B2Holding
Group financial statement.
Number of shares
1)
Share capital
Other paid-in
capital
2)
At 1 January 2020 409 932 598 41 2 843
At 31 December 2020 409 932 598 41 2 843
At 31 December 2021 409 932 598 41 2 843
At 26 April 2022
(the date of completion of these financial statements) 409 932 598 41 2 843
1) Including 3,043,082 shares purchased in share buy-back program, of which 102,451 shares are not settled transactions as at 31 December 2021.
2) Net proceeds after transaction costs.
The largest shareholders at 31 December 2021 were as follows:
Number of shares % total
Prioritet Group AB
1)
52 913 000 12.91 %
Rasmussengruppen AS
2)
51 373 266 12.53 %
Valset Invest AS 26 000 000 6.34 %
Stenshagen Invest AS 24 600 143 6.00 %
DNB Markets Aksjehandel/-analyse 21 170 204 5.16 %
Verdipapirfondet Alfred Berg Gambak 15 271 688 3.73 %
Dunker AS 8 676 690 2.12 %
Rune Bentsen AS 8 191 680 2.00 %
Verdipapirfondet Alfred Berg Norge 7 807 186 1.90 %
Verdipapirfondet DNB Norge 6 552 851 1.60 %
Verdipapirfondet Storebrand Norge 6 344 346 1.55 %
VPF DNB AM Norske Aksjer 6 142 796 1.50 %
Greenway AS 5 802 368 1.42 %
Skandinaviska Enskilda Banken AB 5 451 112 1.33 %
Verdipapirfondet Alfred Berg Aktiv 4 544 554 1.11 %
Remaining shareholders (less than 1 %) 159 090 714 38.81 %
409 932 598 100.00 %
1) Shareholder represented in the Board of Directors.
2) Total shareholdings of Rasmussengruppen AS includes shareholdings of its fully owned subsidiaries Portia AS, Cressida AS and Viola AS.
For further information about shares owned directly or indirectly by Board of Directors and Group Managment at 31 December 2021,
please refer to note 22 in B2Holding Group financial statement.
For details about Long-Term Incentive Plans (share option programs) granted to the Group Managment and selected key employees at
31 December 2021, please refer to note 23 in B2Holding Group financial statement.
B2Holding ASA Annual report 2021
150
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 12: INTEREST BEARING LOANS AND BORROWINGS
Non-current
The Company holds two non-current unsecured bond loans as of 31 December 2021.
Current
The Company’s third issued senior unsecured bond of EUR 200 million matures in full in November 2022.
Currency
Nominal
interest
Debt in local
currency Debt in NOK Maturity
Senior Unsecured Bond Issue 2018 EUR 4.75 % 200 1 998 May 2023
Senior Unsecured Bond Issue 2019 EUR 6.35 % 200 1 998 May 2024
Currency
Nominal
interest
Debt in local
currency Debt in NOK Maturity
Senior Unsecured Bond Issue 2017 EUR 4.25 % 200 1 998 November 2022
Repayment schedule at 31 December 2021 EUR NOK
In 2022 191 1 908
In 2023 182 1 819
In 2024 200 1 998
573 5 725
At 31 December 2021 the Company holds EUR 27 million in treasury bonds reflected in outstanding nominal amounts in table above.
Financial covenants
All financial covenants have been met at 31 December 2021 and 31 December 2020. For further details, please refer to note 24 in B2Holding
Group financial statement.
B2Holding ASA Annual report 2021
151
All figures in NOK million unless otherwise stated
Parent company financial statements
2021 2020
Provision for social security on share options 3 0
Accrued interest bond loans 31 51
Proposed dividend 170
Other 21 15
225 67
2021 2020
Office premises 4 3
Motor vehicles 0
4 3
2021 2020
Rentals payable within one year 6 4
Rentals payable from one to five years 25 9
30 13
NOTE 13: OTHER CURRENT LIABILITIES
NOTE 14: COMMITMENTS
The company has entered into two commercial leases for office premises. The lease contract for current office premises mature in June 2024.
One further lease contract for future office premises is entered during 2021 for a 10 year rental period assumed to be started in August 2022.
The company is working to find a solution to be relased from the contract mature in 2024 during 2022.
Further the Company has entered into a commercial lease for accommodation of visiting employees.
All leases are annualy adjusted according to the consumer price index. For the premises leases there are no restrictions placed upon the lessee
under the lease contracts to use the office premises in the normal course of business.
Previous commercial lease of one motor vehicle was terminated in 2020.
The operating lease costs for the following types of lease were as follows:
As of December 2021 the company entered into a commercial lease for accommodation of visiting employees. Including this and cost for
current office premises until mature in June 2024, future minimum rentals payable under the non-cancellable operating lease at 31 December
2021 were as follows:
B2Holding ASA Annual report 2021
152
All figures in NOK million unless otherwise stated
Parent company financial statements
NOTE 15: RELATED PARTY DISCLOSURE
The Company’s related parties include the Group management
team, Board of Directors, associated companies and joint ventures.
For details, please refer to note 29 in B2Holding Group financial
statment.
Transactions with associated companies and joint ventures
See note 8 for transactions with associated companies and joint
ventures.
Group companies
Companies in the B2Holding Group are also related parties. Sales to
and purchases from intra-group related parties are made at normal
market prices as the transactions are performed on the same terms
as unrelated parties.
Outstanding intra-group balances at the year end are unsecured,
and other than for interest-bearing loans, and interest free. At 31
December 2021 and at 31 December 2020, the Company has not
made any provision of doubtful debts relating to intra-group related
party balances. This assessment has been undertaken for each period
end based on an examination of the financial position of the related
party and the market in which the related party operates.
For further details of the Group’s transactions with related parties,
please refer to note 29 in B2Holding Group financial statement.
NOTE 16: GUARANTEES
B2Holding ASA has issued a guarantee limited to EUR 900 million
with the addition of any and all interests, default interests, costs and
expenses to DNB Bank ASA as Agent on behalf of itself, Nordea
Bank ABP, Branch of Norway and Swedbank AB in connection with
the provision of the Group’s senior secured multi-currency revolving
credit facility of EUR510 million and the Group’s EUR 50 million
bridge facility.The guarantee was issued on behalf of the borrower
under the multi-currency revolving credit facility and the bridge
facility, B2Holding ASA’s 100 % directly owned subsidiary, B2Kapital
Holding S.à r.l. The total utilised amount under the facilities at 31
December 2021 was EUR 378 million.
B2Holding ASA has issued an office rental guarantee with effect
from 10 October 2017 in favour of the lessor of the Group’s offices in
Gothenburg, Sweden.In 2021 the rental agreement was extendend
with three years. Although the guarantee is unlimited, the Group
estimates that its exposure for the remaining rental period is limited
to the yearly rental cost for the period, which amounts to SEK 2.4
million.
B2Holding ASA has issued an office rental guarantee with effect
from 19 December 2017 in favour of the lessor of the Group’s offices
in Wroclaw, Poland. The guarantee agreement is limited to the
aggregated amount of EUR 402 thousand, which are ment to cover
3 months office rental cost, and are valid until 90 days following the
rental agreement maturing in June 2023.
NOTE 17: SUBSEQUENT EVENTS
The Board of Director’s has proposed for the Annual General
Meeting 2022 to pay a cash dividend of NOK 0.42 per share for
2021.
As we are writing this report there is a new humanitarian crisis
developing in Europe with the Russian invasion of Ukraine. The
Group has several countries bordering the conflict area. We are
closely monitoring the macroeconomic and geopolitical development
related to the war as there is still low visibility on how this will affect
our business in the future.
B2Holding ASA Annual report 2021
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Responsibility statement
Responsibility statement
We confirm, to the best of our knowledge, that the financial statements for the period
1 January to 31 December 2021 have been prepared in accordance with current
applicable accounting standards, and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the entity and the Group taken as a whole.
We also confirm that the Board of Directors’ report includes a true and fair review of
the development and performance of the business and the position of the entity and
the group, together with a description of the principles risks and uncertainties facing
the entity and the group.
Oslo, 26 April 2022
/sign/
Harald L. Thorstein
Chair of the Board
/sign/
Grethe Wittenberg Meier
Board Member
/sign/
Niklas Wiberg
Board Member
/sign/
Thale Kuvås Solberg
Board Member
/sign/
Adele Bugge Norman Pran
Board Member
/sign/
Trygve Lauvdal
Board Member
/sign/
Trond Kristian Andreassen
Board Member
/sign/
Erik J. Johnsen
Chief Executive Officer
B2Holding ASA Annual report 2021
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Auditor’s report
Auditor’s report
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of B2Holding ASA
Repor t on the audi t of the fin ancial statem ent s
Opinion
We have audited the financial statements of B2Holding ASA (the Company) which comprise the financial
statements of the Company and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the balance sheet as at 31
December 2021 and the income statement and the cash flow statement for the year then ended and
notes to the financial statements, including a summary of significant accounting policies. The
consolidated financial statements of the Group comprise the statement of financial position as at 31
December 2021, the income statement, the statement of comprehensive income, the statement of cash
flows and the statement of changes in equity for the year then ended and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion
the financial statements comply with applicable legal requirements,
the financial statements give a true and fair view of the financial position of the Company as at 31
December 2021 and its financial performance and cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway,
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2021 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group in
accordance with the requirements of the relevant laws and regulations in Norway and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided, except for a breach that was reported to the Audit
Committee related to non-audit services rendered to a foreign subsidiary.
We have been the auditor of the Company for 8 years from the election by the general meeting of the
shareholders on 3 December 2014 for the accounting year 2014.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for 2021. These matters were addressed in the context of our audit of the
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financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Estimated future cash collections from purchased loan portfolios
Basis for the key audit matter
Purchased loan portfolios account for 71% of total
assets of the Group. Estimated future cash
collections from purchased loan portfolios is the
basis for the book value of purchased loan
portfolios and is also input into the disclosure of
fair value of purchased loan portfolios in the notes
to the consolidated financial statement. Estimation
of future cash collections from purchased loan
portfolios is complex and require significant
judgement from management about the value,
probability, and timing of expected future cash
flows. Furthermore, the estimates of future cash
flows depend on management’s approach to
managing the portfolios (e.g., changes in
collection policies and strategies) and local
regulations. The estimation of future cash
collections from purchased loan portfolios was
considered a key audit matter based on the
significant judgments involved.
Our audit response
We tested the consideration price upon
acquisition of loan portfolios to the purchase
agreement. We tested the approval by Group
management of the initial cash collection forecast
of the purchased portfolio prepared by local
management and compared the initial cash
collection forecast to historical cash collection on
similar loan portfolios. We also compared the
calculated effective interest rate on the purchased
loan portfolio to the effective interest rate on loan
portfolios purchased in previous years.
Furthermore, we tested changes in future cash
collection estimates by comparing actual cash
collection to forecasted cash collection and by
testing the historical accuracy of prior year
forecasts. As part of our procedures, we
discussed the assumptions used including
amounts, probability, and timing of expected
future cash flows, changes in policies and
strategies, seasonality and local regulations with
management and controllers. We also assessed
the Company’s disclosure in note 3 Critical
accounting judgments and key sources of
estimation uncertainty, note 2.4 and note 4.3
Purchased Loan Portfolios.
Other information
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the Chief Executive
Officer) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report, the statement on corporate governance
and the statement on corporate social responsibility contain the information required by applicable legal
requirements and whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information or
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that the information required by applicable legal requirements is not included, we are required to report
that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report, the statement
on corporate governance and the statement on corporate social responsibility are consistent with the
financial statements and contain the information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway and of the consolidated financial statements of the Group in accordance
with International Financial Reporting Standards as adopted by the EU, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or the Group, or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s and the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company and the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Repor t on other legal and r egulator y r equir em ent
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of our audit of the financial statements of B2Holding ASA we have performed an assurance
engagement to obtain reasonable assurance whether the financial statements included in the annual
report, with the file name B2Holding ASA ESEF File 2021, has been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation given with legal basis in Section 5-
5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements included in the annual report have been prepared, in all material
respects, in compliance with the ESEF Regulation.
Management’s responsibilities
Management is responsible for the preparation of an annual report and iXBRL tagging of the consolidated
financial statements that complies with the ESEF Regulation. This responsibility comprises an adequate
process and such internal control as management determines is necessary to enable the preparation of
an annual report and iXBRL tagging of the consolidated financial statements that is compliant with the
ESEF Regulation.
Auditor’s responsibilities
Our responsibility is to express an opinion on whether, in all material respects, the financial statements
included in the annual report have been prepared in accordance with the ESEF Regulation based on the
evidence we have obtained. We conducted our engagement in accordance with the International
Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or
reviews of historical financial information”. The standard requires us to plan and perform procedures to
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obtain reasonable assurance that the financial statements included in the annual report have been
prepared in accordance with the ESEF Regulation.
As part of our work, we performed procedures to obtain an understanding of the company’s processes for
preparing its annual report in XHTML format. We evaluated the completeness and accuracy of the iXBRL
tagging and assessed management’s use of judgement. Our work comprised reconciliation of the iXBRL
tagged data with the audited financial statements in human-readable format. We believe that the
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 28 April 2022
ERNST & YOUNG AS
The auditor's report is signed electronically
Kjetil Rimstad
State Authorised Public Accountant (Norway)
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Alternative performance measures
Alternative performance measures
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards
(IFRS) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The
consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB) and approved by
the EU. In addition, the Group presents alternative performance measures (APMs). These measures do not have any standardized meaning
prescribed by IFRS and therefore are unlikely to be comparable to the calculation of similar measures used by other companies.
The APMs are regularly reviewed by Management and their aim is to enhance stakeholders’ understanding of the Group’s performance and to
enhance comparability between financial periods. The APMs are reported in addition to, but are not substitutes for the financial statements
prepared in accordance with IFRS.
The APMs provide a basis to evaluate operating profitability and performance trends, excluding the impact of items which in the opinion of
Management, distort the evaluation of the performance of our operations. The APMs also provide measures commonly reported and widely
used by investors as an indicator of the Group’s operating performance and as a valuation metric of debt purchasing companies. Furthermore,
APMs are also relevant when assessing our ability to incur and service debt.
APMs are defined consistently over time and are based on the financial datas presented in accordance with IFRS.
Alternative performance measures - reconciliation
2021 2020
Total revenues 3 155 3 174
Adjust for cost of collateral assets sold, including impairment -119 -78
Net revenues 3 036 3 095
Operating profit/(loss) 1 308 1224
Non-recurring items 25 22
Adjusted EBIT 1 333 1 246
Operating profit/(loss) 1 308 1 224
Add back depreciation, amortisation and impairment losses 88 113
EBITDA 1 396 1 338
Gross collections from purchased loan portfolios 5 068 5 278
Less interest income from purchased loan portfolios -2 344 -2 765
Less net credit gain/loss purchased loan portfolios -11 230
Amortisation/revaluation of purchased loan portfolios 2 714 2 743
Total revenues 3 155 3 174
Add back amortisation/revaluation of purchased loan portfolios 2 714 2 743
Adjust for repossession of collateral assets -559 -619
Adjust for profit from shares in associated parties/joint ventures and participation loan/notes -99 -45
Add cash received from shares in associated parties/joint ventures and participation loan/notes 184 150
Adjust for Non-recurring items 7
Cash revenue 5 402 5 403
Operating profit/(loss) 1 308 1 224
Add back amortisation/revaluation of purchased loan portfolios 2 714 2 743
Add back depreciation and amortisation 88 113
Adjust for repossession of collateral assets -559 -619
Add back for cost of collateral assets sold, including impairment 119 78
Adjust for profit from shares in associated parties/joint ventures and participation loan/notes -99 -45
Add cash received from shares in associated parties/joint ventures and participation loan/notes 184 150
Adjust for Non-recurring items 24 18
Cash EBITDA 3 779 3 664
B2Holding ASA Annual report 2021
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Alternative performance measures
ALTERNATIVE PERFORMANCE MEASURES (APMS)
Definitions of APMs applied in the table above:
Amortisation and revaluation - Amortisation/revaluation of purchased loan portfolios shows the difference between gross collections and
revenue from purchased loan portfolios recognised in the income statement. Amortisation is the amount of the gross collections that are used
to reduce the book value of the purchased portfolios. Revaluation is the change in portfolio value that comes from revised estimates on future
remaining collections from the portfolio.
Adjusted EBIT - Adjusted EBIT consists of Operating profit/(loss) (EBIT) adjusted for Non-recurring items.
Cash EBITDA - Cash EBITDA consists of EBIT added back amortisation and revaluation of purchased loan portfolios, depreciation,
amortisation and impairment of tangible and intangible assets and cost of collateral assets sold, adjusted for repossession of collateral assets
and the difference between cash received and recognised profit from shares in associated parties/joint ventures and participation loan/notes.
Cash EBITDA is a measure of actual performance from the collection business (cash business) and other business areas. Cash EBITDA is
adjusted for Non-recurring items.
Cash revenue - Cash revenue consists of Total revenues added back amortisation and revaluation of purchased loan portfolios and adjusted
for repossession of collateral assets and the difference between cash received and recognised profit from shares in associated parties/joint
ventures and participation loan/notes. Cash revenue is a measure of actual revenues (cash business) from the collection business and other
business areas. Cash revenue is adjusted for Non-recurring items.
EBITDA - Operating earnings before depreciation and amortisation (EBITDA) consists of operating profit (EBIT) added back depreciation,
amortisation, and impairment losses of tangible and intangible assets.
Gross collections - Gross collections is the actual cash collected and assets recovered from purchased portfolios.
Non-recurring items - Significant profit and loss items that are not included in the Group’s normal recurring operations, which are difficult
to predict and are considered to have low forecast value for the future earnings trend. Non-recurring items may include but are not limited to
restructuring costs, acquisition and divestment costs, advisory costs for discontinued acquisition projects, integration costs, termination costs
for Group Management and country managers, non-portfolio related write offs, unusual legal expenses, extraordinary projects, and material
income or expenses relating to prior years.
Net revenues - Total revenues reported less the Cost of collateral assets sold, including impairment.
Definitions of other Alternative Performance Measures (APMs) used in this report:
Available investment capacity/Liquidity reserve - Cash and short-term deposits (less NOK 200 million to cover working capital) plus
unutilised credit facility lines, plus fair value of treasury bonds and less short-term vendor loans. Cash flow from future operations is not
included in the number.
ERC - Estimated remaining collections expresses the gross collections in nominal values expected to be collected in the future from the
purchased loan portfolios owned at the reporting date and the Group’s share of gross collections on portfolios purchased and held in joint
ventures. ERC includes ERR.
ERR - Estimated Remaining Recoveries expresses the gross collections in nominal values expected to be recovered in the future from the
purchased secured loan portfolios owned at the reporting date and the Group’s share of gross collections on secured portfolios purchased and
held in joint ventures.
Net debt - Net debt consists of nominal value of interest-bearing loans and borrowings plus utilised bank overdraft less cash and short-term
deposits.
Net interest-bearing debt - Net interest-bearing debt consists of carrying value of interest-bearing loans and borrowings plus utilised bank
overdraft less cash and short-term deposits.
B2Holding ASA Annual report 2021
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Alternative performance measures
B2HOLDING ASA
Head office
Postal adress:
PO Box 1726 vika
0121 Oslo
Norway
Visiting adress:
Stortingsgaten 22, 7th floor, Oslo
Tel: +47 22 83 39 50
E-mail: post@b2holding.no
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