Annual Report 2021

Contents

ABOUT CRAYON

Crayon in brief

Our 20-year growth journey

Executive management

The Crayon share

ESG

ESG at Crayon

ESG reporting

Driving the greater good

FINANCIALS

YEAR IN REVIEW

Financial highlights

CEO letter

Highlights of the year

CORPORATE

GOVERNANCE

BOARD OF DIRECTORS’

REPORT

Board of Directors

Key figures

(In thousands of NOK) 2021 2020 2019 2018

Operating revenue 26 438 331 19 599 455 13 618 020 9 047 526

Gross profit 3 039 747 2 344 785 1 808 711 1 486 108

EBITDA 590 973 381 414 249 926 177 055

Adj. EBITDA 654 899 412 902 292 242 188 141

EBIT 416 431 241 112 77 057 100 576

Net income 253 947 126 831 (19 289) 11 000

Earnings per share 2.70 1.52 (0.16) 0.20

Gross profit margin 11.5% 12.0% 13.3% 16.4%

Adj. EBITDA margin 21.5% 17.6% 16.2% 12.7%

Dec 31, 2021 Dec 31, 2020 Dec 31, 2019 Dec 31, 2018

Liquidity reserve 1 992 143 1 582 313 466 646 515 708

Net working capital (712 601) (979 161) (337 712) (343 216)

Leverage ratio (multiple) 1.6 (2.2) 0.0 0.7

Full time employees (FTE) 2 904 1 835 1 484 1 205

For further details see Alternative Performance Measures.

2017

7 301

9 047

13 618

19 599

26 438

2018 2019 2020 2021

Operating revenue

NOK million

Adj. EBITDA and margin

NOK million/%

Gross profit

NOK million

Gross profit by market clusters

NOK million

500

1000

1500

2000

2500

3000

3500

2017

1 216

1 486

1 809

2 345

3 040

2018 2019 2020 2021

100

200

300

400

500

600

700

800

2017

131

188

292

413

655

10.7%

12.7%

16.2%

17.6%

21.5%

2018 2019 2020 2021

Adj. EBITDA

Adj. EBITDA margin

Nordic

Europe, US, APAC & MEA

HQ/Elim.

500

1000

1500

2000

2500

3000

3500

2017

1 216

1 486

1 809

2 345

3 040

1 546

1 515

1 119

1 235

774

1 036

558

905

429

763

2018 2019 2020 2021

-22-9-22324

30%

Gross profit growth

59%

Adj. EBITDA growth

22%

Adj. EBITDA margin

2 904

FTEs

Financial highlights

CEO letter

Dear shareholders, customers, partners, and

colleagues,

We have had a phenomenal and inspiring year.

Our employee retention rates are high, our

gross profit has never been greater, and our

profitability has never been stronger.

Though we live in a volatile time, as a business

we are performing at our very best. This is built

on the foundation we set 20 years ago and

thanks to our customer-centric business model,

ability to drive organic and inorganic growth,

new services areas, and our people-first culture.

It is truly an honor to work at Crayon.

We are in a unique position as companies across

all industries are investing in digitalization as a

competitive advantage. We are fortunate to be

able to help those companies draw value from their

investments through our services, transactions, and

capabilities in software and cloud.

Our 2021

Throughout the year, we’ve continued to sustain growth

and profitability, develop industry-leading innovations,

and implement a global environmental, social, and

governance (ESG) strategy. I’m proud that we’ve been

able to achieve all of this and more during a pandemic.

This was our second year of hybrid work environments

due to Covid-19 and as we’ve gone through different

phases of the pandemic, one constant is how

impressive the team has been.

Thanks to our employees' dedication, the trust of our

customers and partners, the collaborative efforts from

our vendors, and the support of our shareholders,

2021 was another record-breaking financial year.

We had a record revenue of NOK 26.4 billion and a

gross profit of 3.0 billion, a 30% increase from 2020.

There was continued growth across all business areas,

largely due to the strengthening of our value-creating

services.

Our innovation and services

Our commitment to value creation is how we support

our customers to thrive today, and scale for tomorrow.

Businesses are under immense pressure to succeed

in this digitalized workforce. They must keep up with

technological advancements while balancing hybrid

work environments, security demands, and figuring

out how to best leverage cloud capabilities.

According to Gartner, IT spending continues to climb

globally. In 2022, it's projected to total USD 4.5 trillion,

which is up 5% from the year before.

Crayon is well-positioned in the market because

we use our expertise in optimizing our customers'

budgets, allowing them to reinvest into areas that fuel

innovation. This enables us to provide long-term value

whether it's protecting customers with cybersecurity,

migrating into the cloud, managing complex data

estates or using AI to streamline processes.

Our ability to provide a holistic value chain of

services was strengthened in 2021 through strategic

acquisitions and investments:

• Sensa boosts our cloud-managed services and

professional services offerings.

• Cloud Direct comes with deep Azure migration and

support services, plus platform innovations.

• rhipe scales our global channel business, increases

our APAC market presence, and enhances our

operational capabilities.

Bringing in these three companies has expanded the

skills and proficiencies needed to better power our

platforms and drive more revenue.

As we take our platforms to the next level, we are

working closely with our customers to build solutions

that strengthen our software-as-a-service delivery.

We're focusing on software licensing, cybersecurity,

data and automation, and an enhanced approach to

cloud economics called finops.

Our investment in these key areas deepens our

managed services portfolio and ultimately creates

more value for our customers and partners.

We’ve had incredible growth

in our profitability, our global

footprint, and most importantly,

our culture.

– Melissa Mulholland, CEO

Our customer-focused, partner-first

approach

We’re embarking on the 20th anniversary of the

company and our business model has always been

customer-centric, a focus that includes our partners

as well. That commitment is the reason behind our

phenomenal customer retention rate of 95%. We are

dedicated to keep delivering upon expectations to

help businesses grow.

To do so, we’ve achieved many milestones this year

that speak to our operational excellence:

• ISO Framework. We’ve achieved three global ISO

frameworks to ensure we have full governance

control across our information security, privacy,

and quality management systems.

• Gartner Magic Quadrant. Crayon and our

subsidiary Anglepoint were both named a Leader

in Software Asset Management (SAM) Managed

services for the second year.

• Microsoft Azure Expert MSP. We again received

this prestigious designation that is a customer

promise of our expertise in delivering high-quality,

repeatable solutions.

We also recognize that to best serve our customers

and partners, we must first be committed to our

employees and their well-being.

Through our investment in our employees, our

certifications grew this year to more than 8 500

globally. Our most recent employee retention rate

is 92% and we have received national recognition in

several countries for our inclusive culture, being a best

place to work, and for our fast growth. Crayon also

was ranked No. 2 out of 124 companies on the global

SHE Index for our success in gender diversity.

Our culture

I have focused my first year as CEO not just on

growing the business, but our culture too. Having a

strong culture ensures our success and it keeps us

focused on the bigger picture.

At Crayon, we believe in the power of technology to

drive the greater good and it’s been inspiring to see it

in action.

I humbly watched as our colleagues around the

world rolled up their sleeves to personally serve their

community’s most needy with food and Covid-19

prevention efforts.

Even more recently, I’ve been touched by the

outpouring of support for those affected by the war in

Ukraine. It was heartwarming to know that we were

able to evacuate and relocate, not just our teammates

in Ukraine, but also the relatives of anyone in the

entire Crayon organization, including our subsidiaries.

We are a global family that shows up for one another

and it’s an honor to be part of a company that has

come closer together no matter our backgrounds,

beliefs, or experiences.

I've long been passionate about diversity, equity, and

inclusion because I believe that when we create an

environment where people can be their full selves and

know that they are listened to and appreciated, we all

win.

Thank you for a wonderful 2021, we could not have

had such an incredible year without each one of

our talented teammates, customers, partners, and

shareholders.

Melissa Mulholland, CEO

Our commitment to value creation

is how we support our customers to

thrive today, and scale for tomorrow.

– Melissa Mulholland, CEO

February

• Won Microsoft H1 Teams Top Partner Contest

for our Teams practice

March

• Hosted global cybersecurity forum.

• Jumped 19 points on the SHE Index.

• Melissa Mulholland appointed CEO

Highlights of the year

April

• Acquired Icelandic IT services company, Sensa

ehf.

• Achieved global ISO certification frameworks

for ISO 27001, ISO 27701, and ISO 9001.

• Announced one of the largest US public sector

contracts in Microsoft history, valued at USD

250m.

May

• Crayon Norway became world’s first certified

Expert partner in Snow software.

• Launched global integrity employee training

program.

June

• Launched company Value Awards recognizing

employees who exemplify our core values.

July

• Crayon and Anglepoint both named as a

Leader in the 2021 Gartner Magic Quadrant.

• Crayon was the main sponsor of global We Are

Developers conference.

August

• Launched NOK 1m Innovation fund to support

ESG-related products and services.

• Awarded Microsoft Partner of the Year for

Saudi Arabia, Philippines, and corporate

accounts in Portugal.

• Honored by the President of Singapore for

diversity and inclusion practices.

September

• Won three Microsoft Norway Partner of the

Year Awards.

• Invested GBP 3m for minority stake in Cloud

Direct

October

• Crayon India won Great Place To Work

Certification and named Best Workplaces™ for

Women.

• Became first Microsoft partner to sign the

Western Europe Partner Pledge across entire

region.

November

• Acquired Australian cloud and licensing

specialist, rhipe ltd.

• Raised NOK 700m new equity.

• Crayon US ranked as one of the fastest-

growing tech companies in North America.

Crayon in brief

INTEGRITY

With our actions we show

integrity we are accountable

for our actions and inactions

QUALITY

What we do, we do with

excellence and better than

anyone else

PACE

We are customer focused

and act and execute with

urgency

AGILITY

We innovate through

continuous improvement &

adapt quickly to change

45 countries

Worldwide

3 300 team members

Who are experts in their field

Crayon is a customer-centric innovation and IT

services company that believes in the power of

technology to drive the greater good.

Whether it’s licensing, software and cloud

economics, security, modern workplace, or

data and AI, we create business value for our

customers and partners. Our approach helps

them to thrive today, and scale for tomorrow.

80 000 customers

From SME to large enterprise, with

a high share of public sector

Including all full time and temporary employees and contractors

Our 20-year growth journey

Founded in Norway

6 employees

Nordic

expansion

European expansion

240 employees

Global

expansion

Norwegian

market focus

Merged

with Inmeta

Expanded to

Iceland, UK and

the Netherlands

Entered

Sweden

Entered

Germany

Entered

Denmark

and Finland

Established

Crayon US

Acquired

California-based

Anglepoint

Expanded into

Central Eastern

Europe

Won Microsoft AI

and ML Partner of

the Year Award

Entered

France

A leader in the Gartner

Magic Quadrant

UN Global Compact

signatory

Record-high

revenues and

earnings

Listed on

Oslo Børs

1 000 employees

21 countries

Global scale

3 300

employees

45 countries

2002 2005 2009 2015 2017 2021

Our business strategy has remained the same since we started. From Day 1

we said that we always sit on the same side of the table as the customer.

– Rune Syversen, Chairman and Co-founder

Including all full time and temporary employees and contractors

Jon Birger Syvertsen

Chief Financial Officer

Appointed: 2018

Employed since: 2018

Experience: Jon Birger joined Crayon

as Group CFO in 2018. He has deep

knowledge of business and finance from

more than 15 years of experience including

five years with McKinsey & Company as

well as several management and CFO

roles with companies such as Kebony, FMC

Corporation and Epax.

Jon Birger has an MSc. in Industrial

Economics and Technology Management

from the Norwegian University of Science

and Technology (NTNU) and Universität St.

Gallen in Switzerland

Melissa Mulholland

Chief Executive Officer

Appointed: 2021

Employed since: 2020

Experience: Melissa joined Crayon as

Chief Services & Solutions Officer in

2020 before being appointed as CEO

in 2021. Before Crayon, Melissa had a

distinguished 12-year career at Microsoft,

where she led the global strategy on

how companies can be profitable in the

cloud with additional focus on talent

development. She has also authored 12

books on building cloud businesses. Prior

to Microsoft, Melissa worked in finance at

Intel Corporation.

Melissa has an MBA in Strategic

Management from Regis University and

a BSc. in Finance from the University of

Portland. She is a member of the Boards

of Techstep ASA and SHE community.

Florian Rosenberg

Chief Technology Officer

Appointed: 2021

Employed since: 2019

Experience: Florian is responsible for

leading the global services business,

product strategy, and group IT. He has

over 15 years of IT experience including

several leadership roles, most notably at

IBM in the US and Europe, where he was

responsible for developing innovative

solutions in cloud, DevOps, and AI. He

holds several patents and is the author of

numerous highly cited and peer-reviewed

publications.

Florian has a PhD in Computer Science

from Technical University in Vienna

Bente Liberg

Chief Operating Officer

Appointed: 2010

Employed since: 2002

Experience: Bente Liberg joined Crayon in

March 2002 and held various before being

appointed COO in 2010. Bente’s prior

experience includes 15 years of experience

as an IT infrastructure consultant and nine

years as a manager for IT consultants with

companies such as Netcenter, EDB, and

Eterra.

Bente studied at the Norwegian School of

Information Technology

Executive management

Abbey Lin

Chief ESG and Integrity Officer

Appointed: 2021

Employed since: 2021

Experience: Abbey is responsible for

global sustainability, risk and compliance.

She has over 18 years of international

experience from Microsoft, KPMG, Yara

International, and Grameen Foundation,

where she held roles focused on ethics

& compliance, risk management and

corporate responsibility. To maintain

independence, Abbey reports to the

Chairman of the Board.

Abbey has an MA. in International Affairs

with a specialization in International

Development from UC San Diego and a

double BA in International Economics and

Chinese from UCLA.

Gudmundur Adalsteinsson

Chief Sales Officer

Appointed: 2021

Employed since: 2013

Experience: Since joining Crayon in 2013,

Gudmundur has held several positions in

management and business development.

He last served as VP Software & Cloud

Channel, before taking on the role of CSO

in 2021. He also founded Crayon Iceland

and established Ice Distribution in the

European market. Prior to joining Crayon,

he spent ten years at Microsoft in various

sales positions.

Gudmundur has a BSc. in Hospitality

Management and Business Administration

and an Associate’s Degree in Economics

from École hôtelière de Lausanne (EHL)

Tor Ødegaard

Chief Marketing Officer

Appointed: 2021

Employed since: 2004

Experience: Tor Ødegaard first joined

the company in 2004, after which he

has held several key positions, including

Group Marketing Director and Director

of Training Operations. Tor led the

relaunch of Crayon’s new website and

brand refresh and modernized the

company’s global marketing operations.

He also founded the Nordic Infrastructure

Conference, better known as NIC, one of

Europe’s leading technology conferences.

The Crayon share

Crayon aims to provide value creation and

attractive, long-term return to shareholders by

delivering on its business plan and maintaining

timely and accurate communications with

the capital markets. The objective of Crayon’s

investor relations to ensure that the share price

accurately reflects the Company’s value, risk and

growth opportunities.

Communicating with investors and analysts is a high

priority for Crayon Group Holding ASA. The objective

is to ensure fair valuation of the company’s securities

by providing existing and potential investors and

other stakeholders with simultaneous access to

timely, relevant, and up-to-date information about

Crayon. All investor relations activities are conducted

in compliance with relevant rules, regulations and

recommended practices.

The Group publishes quarterly financial results

with live earnings presentations held by senior

management. All reports and presentations are open

to the wider investor community and made available

online at www.crayon.com/investor-relations.

Share capital and ownership

Crayon’s share is listed on Oslo Børs (the Oslo Stock

Exchange) under the ticker code CRAYN. As of

December 31, 2021, the share capital in the company

was NOK 88 071 987, divided into 88 071 987 shares,

each with a nominal value of NOK 1.00. Crayon has

one share class, and each share carries a right to one

vote.

As of December 31, 2021, Crayon had 4 064 private

and institutional investors, of which approximately

28% Norwegian, 26% from the US, and 13% German.

The remaining 33% were spread across various

international markets.

The share capital increased by NOK 6 384 468 in

2021, primarily related to a NOK 700m share issue

completed in November, 2021, in which 3 685 000 new

shares were issued. In addition, 408 123 shares were

issued in relation to Crayon’s employee stock purchase

plan and 699 635 shares were issued as part of the

acquisition of Sensa Ehf in May, 2021. Lastly, 1591710

shares issued related to management options

exercised in December 2020, but which had not yet

been registered as share capital as of December 31,

2020.

Share performance

At year-end, the share price was NOK 183.00,

corresponding to a market capitalization of NOK

16.12bn. The share price peaked at NOK 202.20 in

November, while the lowest price of NOK 114.80 was

recorded in June. Total return on the share in 2021 was

43%, outperforming the OSEBX Index

, which increased

by 24% over the same period.

Employee Stock Purchase Plan

Crayon Group Holding ASA has established an

Employee Stock Purchase Plan (ESPP) through which

all employees annually are given an opportunity to

acquire stocks at a 20% discount to market price. After

a two-year lock-up period, employees are awarded

one additional bonus share for every three shares

acquired. In 2021, Crayon issued a total of 408 123 new

shares in relation to the program, each with a nominal

value of NOK 1.00.

Oslo Stock Exchange Benchmark Index

Share price and OSEBX

Index

development 2021

Share price development since IPO

100

150

200

100

150

200

250

Share price OSEBX Index

Geographical shareholder distribution

Norway (28.2%)

United States (26.1%)

Germany (13.2%)

Cyprus (5.7%)

Sweden (4.9%)

Denmark (3.4%)

France (2.2%)

Other (16.5%)

43%

Return on investment 2021

4 064

Number of shareholders

Shareholders

Name Shares Ownership (%)

OEP ITS Coöperatief Holding U.A 10 720 546 12.17

SIX SIS AG 9 141 090 10.38

State Street Bank and Trust Comp 7 225 724 8.20

FOLKETRYGDFONDET 5 524 206 6.27

Axion BidCo Holding B.V. 4 979 761 5.65

KARBON INVEST AS 4 800 000 5.45

Nordnet Bank AB 2 313 926 2.63

Credit Suisse (Switzerland) Ltd. 2 067 607 2.35

State Street Bank and Trust Comp 1 703 020 1.93

JPMorgan Chase Bank, N.A., London 1 256 720 1.43

Ten largest shareholders 49 732 600 56.47

Other shareholders 38 339 387 43.53

Total 88 071 987 100.00

Financial calendar

Annual general meeting May 19, 2022

Q1 2022 report May 11, 2022

Q2 2022 report August 17, 2022

Q3 2022 report October 25, 2022

Q4 2022 report February 14, 2023

Ownership structure

No. of

shares held

No. of

shareholders

Total number

of shares

% of share

capital

1–1 000 3 140 646 312 0.73

1 001–10 000 654 2 178 926 2.47

10 001–100 000 171 4 995 164 5.67

100 001–500 000 70 16 017 732 18.19

500 001– 29 64 233 853 72.93

Analyst coverage

Company Analyst Phone Email

ABG Sundal Collier Eirik Thune Øritsland +47 22 01 61 40 eirik.oritsland@abgsc.no

Arctic Securities Henriette Trondsen +47 21 01 32 84 henriette.trondsen@arctic.com

Berenberg Karl-Oskar Vikström +44 20 3465 2647 karl-oskar.vikstroem@berenberg.com

Carnegie Oliver Pisani +47 22 00 94 25 oliver.pisani@carnegie.no

Danske Bank Mads Ek Strøm +47970 94 175 madstr@danskebank.com

DNB Markets Christoffer Wang Bjørnsen +47 24 16 91 43 christoffer.wang.bjornsen@dnb.no

SpareBank 1 Markets Petter Kongslie +47 24 14 74 96 petter.kongslie@sb1markets.no

ESG at Crayon

By 2027

40% women

By 2030

Reduce GHG

emissions by

at least 40%

By 2027

Recognized leader

in ESG products

and services

Our primary ambitions

PEOPLE

• Employee well-being

• Diversity, equity, and

inclusion

• Supporting local

communities

PLANET

• The race to net zero

• Environmental

management

• Green IT and circular

Economy

PROSPERITY

• Product and services

for ESG

• Innovating for social

impact

• Responsible AI

GOVERNANCE

• Integrity, risk, and

compliance

• Third party

management

• Data privacy and

cybersecurity

Our 12 material issues

ESG reporting

As we increase our Environmental, Social, and

Governance (ESG) efforts and initiatives

around the world, we also want to be open and

transparent in our communications. We have

therefore gathered our initiatives, targets, and

ambitions in our first global ESG report which

can be accessed on our website.

We have always been a company that believes in the

power of technology to drive the greater good. As our

ESG initiatives grow, we are excited about the impact

we can have on the transition to a greener, more

equitable, and more inclusive society.

We worked with KPMG Sustainability to conduct an

independent materiality assessment and stakeholder

review. The ESG report is structured around the 12

primary material issues relating to the World Economic

Forum reporting framework of People, Planet,

Prosperity, and Governance.

People

Diversity, equity, and inclusion are a big priority for

Crayon, and we are proud that 50% of our board are

women and that 43% of our executive management

team are women. We have an ambitious target to

achieve 40% women across the company by 2027.

Planet

We have a clear ambition toward net zero and are

taking steps to get there. Crayon has a target of reducing

GHG emissions by at least 40% by 2030. We have enlisted

specialized climate change consultancy Cemasys

to support our 2021 global GHG reporting in our 40+

countries in order to track our global GHG emissions.

Crayon has also committed to setting near-term

companywide emission reductions in line with climate

science with the Science Based Target initiative by

2024. Through the process, we may adjust our current

reduction plan, baseline year assumptions and targets

to meet the requirements related to the short- and

long-term goals and ensure a representative dataset

for our net zero journey. For more detailed information

see our 2021 ESG report.

As a technology company,

it's natural for us to support

our customers to achieve their

goals through the development

and adoption of new technology

solutions - whether these goals

are cost optimization or carbon

reduction.

– Abbey Lin, Chief ESG

and Integrity Officer

Prosperity

We want to support our customers achieve their own

sustainability goals through the development and

adoption of modern technologies. Some of our existing

services lend naturally to supporting our customers on

our ESG journey. In our ESG report, you find several

examples where our data and AI expertise was used

to support our partners and customers on their ESG

goals. Cybersecurity, one of our service areas, is

becoming an increasingly social and governance

concern as cyberattacks increase in frequency and

severity. One of our key focus areas to develop is our

Sustainable FinOps (Financial Operations) service

to enable our customers to analyze complex cloud

usage. From this information, they can discover

actionable insights that reduce costs and, increasingly,

promote environmental accountability.

We have the ambition to being a recognized leader

in sustainable FinOps by 2025 and be a recognized

leader in ESG Products and services by 2027. This is

an exciting journey for us and we are committed to

investing in this space and working on these initiatives

in close collaboration with our customers, partners,

and vendors.

Our people are our greatest

asset and their commitment

to the greater good is nothing

short of incredible.

– Melissa Mulholland, CEO

Driving the greater good

Food drive for the Artha Dream Foundation, Bangalore, India, November 2021

Crayon’s commitment to the greater good

isn’t just in our innovation and services, but

it’s demonstrated through our employees and

how they give back to society. Every year our

colleagues donate time and funding to support

numerous charities, volunteer organizations and

causes. The following is a snapshot of some that

dedication.

• Volunteered to support

20% of our employees have volunteered to support

our global ESG initiatives.

• Mentor program

Several employees are part of mentor program in

the Philippines for college students with disabilities.

• Covid-19

Helped create Norway’s emergency registry for

Covid-19 that ensured a central support system for

handling the pandemic with real-time data.

• Thanksgiving food drive

Crayon US donated nearly 160kg (500 pounds) of

food during annual Thanksgiving food drive.

• Raising awareness

Teammates joined a group in France that swam

12km to raise awareness for increasing accessibility

and inclusion of people with disabilities

• Innovation fund

Established up to NOK 1m Innovation fund to

support the development of ESG-related products

and services.

•

Food and medical supplies

Distributed food and medical supplies to

communities disproportionately affected by

Covid-19 in India.

•

Supporting French Telethon

Crayon France participated in the Cross du Figaro

to support the Telethon, which benefits patients

and their families who are affected by genetic,

rare, and progressive diseases.

• Charity donation

Donated holiday funds to a charity in Denmark

focused on helping children and young people.

• Improving patient care

Our data and AI team developed a custom-built

solution that improved patient care for millions in

the US.

• Supporting Norwegian Refugee Council

Provided significant support to the Norwegian

Refugee Council to help provide shelter and

supplies to the world’s most vulnerable.

• Food distribution

A team across 21 countries worked to supply and

distribute 1 200 food bags in the Philippines.

• Special needs school equipment

Donated computers and other equipment to

special needs school in the UK

• Supporting lower-income families

Supported 100 lower-income households in

Malaysia through the White Flag Movement.

•

Donated to help terminally ill children

In Germany, employees donated to an organi-

zation that helps terminally ill children and their

families.

•

Standing with Ukraine

In 2022, Crayon established a donation tool for

employees, with 100% matching by Crayon, that

goes directly to our colleagues and their families

affected by the war in Ukraine.

Board of Directors’ report

Crayon had a historic 2021, with considerable

operational and financial improvements, as well as

substantial M&A activity, building scale in important

markets as well as group-wide service capabilities.

Over the last two years, the Covid-19 pandemic

has resulted in significant global upheavals with

challenges and opportunities across industries. It has

been a catalyst to accelerate digitalization across

industries and geographies and Crayon has taken

advantage of this market opportunity by investing in

accelerating growth throughout its markets.

Crayon delivered record-high earnings in 2021,

driven by strong organic growth across all market

clusters and business areas as well as the acquisitions

of Icelandic company, Sensa ehf, which closed in

the second quarter, an Australia-based cloud and

licensing company, rhipe Ltd., which closed in early

November 2021. As a people-centric company, Crayon

also continues to invest in employee development and

recruitment, with 855 new hires in 2021, a key factor

toward driving future growth.

The Board of Crayon Group Holding ASA would like

to thank all Crayon employees for their contributions

toward the strong operational and financial

performance throughout the year.

About Crayon

Crayon is a leading global innovation and IT services

company that optimizes its customers’ Return on

Investment (ROI) for complex software and cloud

technology. Whether it’s licensing, software and cloud

economics, security, modern workplace, or data

and AI, Crayon’s focus is to create business value for

customers and partners. This is achieved through a

unique and customer-centric go-to-market strategy,

enabled by skilled consultants who are experts in

understanding the customers’ needs and by utilizing

high-quality proprietary IP tools.

Crayon Group Holding ASA is the holding and parent

company of the Crayon Group. The Company is

headquartered in Oslo, Norway, and had 2 904 full

time employees across 45 countries at the end of 2021.

Market environment

Digitalization is becoming an integrated aspect

of companies’ business strategies amid ongoing

cloud-migration and digital transformations that are

combined with progressively complex software and IT

solutions. This means that IT spending is moving from

Capex to Opex, and companies are shifting toward

pay-as-you-go solutions to allow for increased control

and monitoring of IT solutions and services usage and

spending.

Crayon’s strategy is positioned around these market

trends with a strong belief in using Software & Cloud

Economics as a foundation for all intelligent IT

decision-making. Crayon’s goal is to help customers

optimize, manage, and utilize the relationship with

software vendors through the IT lifecycle, thus,

establishing long-lasting and trusted positions with

customers. To do this, Crayon places the customers’

priorities and value creation first, focusing on both the

business benefits and the costs of IT solutions through

a TCO approach.

The IT industry is one of the most dynamic, fast-

changing, and competitive industries in the world,

characterized by relentless cycles of innovation

and commoditization. Within this context the Board

continuously strives to find the right balance between

protecting the core business strategy, maintaining

short-term profitability, and investing in new

opportunities to drive long-term value creation. To

achieve this, the company needs to continue its efforts

in developing capabilities and driving operational

excellence across its operating entities, while remaining

agile enough to keep pace with the industry itself.

Over the last two years, the Covid-19 pandemic

has resulted in significant global upheavals with

challenges and opportunities across industries. It has

been a catalyst to accelerate digitalization across

industries and geographies and Crayon has taken

advantage of this market opportunity by investing in

accelerating growth throughout its markets.

Business areas and markets

Crayon is divided into four primary business areas:

Software & Cloud Direct, Software & Cloud Channel,

Software & Cloud Economics (SCE) and Consulting.

Software & Cloud Direct and Software & Cloud

Channel make up the Group’s software license

offering, through which Crayon provides customers

with software and cloud infrastructure platforms

developed by global software vendors, such as

Microsoft, Google, and AWS. Together, these two

business areas form the Software division, which

made up 51% of gross profit in 2021.

SCE consists of a combination of services, processes

and tools to optimize customers’ IT infrastructure

and software license spend, ensuring compliance

with the vendors’ terms and conditions and enabling

clients to build in-house Software Asset Management

capabilities.

Consulting consists of managed cloud and

professional services and solutions related to

infrastructure consulting, bespoke software

deployment, and cloud migration and deployment.

SCE and Consulting form the Services division, which

made up 49% of gross profit in 2021.

Crayon’s geographical presence is divided into four

market clusters: the Nordics, Europe, APAC & MEA,

and the US. The Nordics are Crayon’s largest market

cluster with the longest history and in 2021 made up

approx. 49% of gross profit. As a result of increased

international expansion, the remaining market clusters

have been the primary driver of gross profit growth

over the last few years, growing from 37% of gross

profit in 2017 to 51% of gross profit in 2021.

For several years, Crayon has undergone strong

international expansion as a strategic effort to

drive growth and strengthen the Company’s global

competitive position. This strategy has been highly

successful, with strong sales growth and continuous

EBITDA margin improvements across all market

clusters over the last few years.

In November 2021, Crayon completed the acquisition

of rhipe, an Australia-based cloud and licensing

company that, with more than 600 employees and

approximately NOK 500m in annual gross profit,

contributed to building significant scale in the region.

rhipe is a market leader within the Software & Could

Channel segment that distributes and aggregates

subscription licensing models for Service Providers

from many of the world’s leading software vendors.

Following the acquisition, Crayon is the third largest

Software and Cloud company in the APAC region and

the largest within the Channel segment.

The acquisition opens up for operational synergies

through the sharing of best practices and business

processes, a combination of IP platform functionalities,

strong organizational benefits, and significantly

enhanced growth capacity across the region. From

the date of acquisition, rhipe contributed NOK 537m

revenue, NOK 92m gross profit and NOK 22m adjusted

EBITDA to the Crayon’s annual financial results. For

more details, see Note 20 Acquisition of business.

Financial summary

(amounts in parentheses refer to fiscal year 2020 results)

In 2021, Crayon continued to deliver strong growth

while improving margins and overall financial

performance. The Nordic market remains the

cornerstone of the business while international

markets in which Crayon has a shorter history of

operations are in an aggressive ramp-up phase.

Profit or Loss

In 2021 operating revenue reached NOK 26 438m, up

35% year-over-year, and gross profit grew 29.6% to

NOK 3 039m from NOK 2 345m in 2020, with strong

growth across all market clusters and business areas.

Adj. EBITDA was NOK 655m, up 58.6% from NOK 413m

in 2020. The resulting Adj. EBITDA margin

was 21.5%

(17.6%), with improved profitability driven mainly by

continued scale and profitable growth in the Software

& Cloud division, which reported an Adj. EBITDA

margin of 51% for the full year.

The most profitable market cluster remains the

Nordics, with stable high Adj. EBITDA margins of 35%

(34%). Overall margin expansion for the Group was

primarily driven by continued scale improvements

in international markets, with the strongest

improvements in Europe and APAC & MEA with 19%

(11%) and 23% (15%) Adj. EBITDA margins, respectively.

Increased Group costs due to strategic resources and

centralization of functions had a negative EBITDA

contribution of NOK -42m.

Other income and expenses (adjustments) were

NOK 64m (32m) and consisted primarily of share-

based compensation and M&A costs related to the

acquisition of rhipe in November 2021.

EBIT grew 73% to NOK 416m (241m). Interest expenses

were NOK 83m up from NOK 41m in 2020, driven by

interest on the NOK 1 800m senior unsecured bond

issued on July 1, 2021. Net other financial expenses

were NOK 29m compared to NOK 6m in 2020, mainly

See Alternative Performance Measures for details.

as a result of currency fluctuations and the related

impact on balance sheet values.

Income tax expense was NOK 49m (67m) and

the resulting net income was NOK 254m (127m),

representing diluted earnings per share of NOK 2.64,

up 78% from NOK 1.48 in 2020.

Cash flows

The Group’s cash flow from operating activities

decreased to NOK 26m from NOK 942m in 2020.

The cash flow from operating activities in 2020

was driven by strong improvements in the working

capital position, while in 2021, there was a degree of

normalization of working capital levels, leading to a

lower cash flow from operating activities. Managing

working capital efficiently remains a critical priority for

management.

Cash flows from investments were NOK -2 561m

(94m), driven by substantial M&A activity in 2021 and

consisting mainly of a NOK 2 450m cash settlement

related to the acquisition of rhipe in November 2021.

For more details, see Note 20 Acquisition of Business.

Cash flows from financing activities amounted to NOK

2 375m (312m) and consisted largely of new share

issues of NOK 686m and the issuance of a NOK 1 800m

senior unsecured bond in July 2021.

At the end of the year, Crayon had a strong cash

position of NOK 1 217m, down from NOK 1 394m in

2020. The Board continuously monitors the Company’s

cash generation and will continue its efforts to

maximize cash flows and the Company’s liquidity

position.

Financial position

As of December 31, 2021, the Group had total assets

of NOK 11 292m. Current assets such as cash and

receivables represented NOK 7 134m, of which Cash &

Cash Equivalents made up NOK 1 217m and Accounts

Receivable made up NOK 4 493m. Non-current assets

represented NOK 4 158m and consisted primarily

of NOK 2 998m in Goodwill, NOK 198m in Intangible

Assets relating to Technology and Software and

Development Costs, and NOK 599m from identified

customer contracts in acquired entities.

Total liabilities as of December 31, 2021 were

NOK 9 134m, of which NOK 7 082m were current

liabilities such as payables and public duties and an

outstanding senior unsecured bond with notional

value NOK 300m, which matures in November, 2022.

Non-current liabilities amounted to NOK 2 051m,

mainly related to a NOK 1 800m four-year senior

unsecured bond issued in July 2021.

Total equity was NOK 2 158m at the end of 2021

The Group had significant headroom with regards to

its bank covenants as of December 31, 2021.

Parent company accounts

The parent company, Crayon Group Holding ASA, had

a net loss of NOK -53m, compared to a net profit of

NOK 8m in 2020. Crayon Group Holding ASA has no

employees, and the operating expenses are primarily

shareholder-related costs for the parent company and

finance costs related to bond financing. The parent

company’s main asset is its shareholdings in Crayon

Group AS, while the main liability is bond debt.

Allocation of earnings for the year

Consolidated comprehensive income for the year

was NOK 265m. Crayon follows a growth strategy

with significant opportunities for investments in both

organic and inorganic growth. Profits are therefore

reinvested into driving growth initiatives and there

are no plans to distribute an annual dividend in the

medium term.

Comprehensive income has been allocated to

other equity. For more details see the Consolidated

statement of changes in equity of this report.

Going concern

The Board confirms that the annual financial

statements have been prepared under the assumption

that the Company is a going concern, in accordance

with §3-3a of the Norwegian Accounting Act and that

such an assumption is appropriate, based on the

Group’s reported results, business strategy, financial

situation and established budgets.

IFRS 15-principal vs agent IASB Interpretation

Committee tentative agenda decision

In November 2021, the IASB Interpretation Committee

(IC) released a tentative agenda decision related

to principal versus agent-assessment under IFRS

15 for Software Resellers. A final agenda decision

is not expected before the second quarter of 2022,

after which Crayon will make a final evaluation of

the considerations and its impact on the Group’s

accounting policy. For more information, see Note 2

Accounting principles, critical estimates & judgements.

Risk management

The Board is careful to secure systematic and

concerted management of risk in all parts of the

business and regards this as critical for long-term

value creation.

Growth opportunities shall always be weighed against

associated risks. The Board of Directors regularly

reviews Crayon Group’s risk profile. This includes risk

relating to profitability, HSE, security, market, financial

reporting, interest rates, foreign currency, credit, and

liquidity.

Interest rate risk

The Company’s borrowings are linked to the NIBOR

reference rate, which means the Company is exposed

to interest rate fluctuations as there is no interest

hedging on the borrowings. The interest rate risk is

considered to be at an acceptable level.

Liquidity risk

Management of liquidity risk is accorded high priority

as part of measures to secure financial flexibility.

Cash flows from operating activities are managed

at the operational level by the individual companies.

The Group finance department monitors liquidity

flows in its short-term and long-term reporting. The

timely collection of receivables is critical to ensure

sufficient liquidity to meet payables, and it is a key

focus of finance departments at local and group level

to monitor and drive efficient collection processes. The

Group has significant liquid assets, and as a result of

this the liquidity risk is deemed to be low.

As of December 31, 2021, Crayon had non-current

interest-bearing debt related to a NOK 1 800m four-

year senior unsecured bond loan issued in July, 2021.

It also had non-current liabilities relating to ordinary

course of business of NOK 58m. Current interest-

bearing debt consisted primarily of an outstanding

NOK 300m senior unsecured bond maturing in

November 2022 as well as other current interest-

bearing debt of NOK 113m. Crayon had NOK 1 217m in

cash & cash equivalents as of December 31, 2021.

In 2021, Crayon increased its revolving credit facility

from NOK 350m to NOK 1 000m. The credit facility

is used for working capital and other short-term

financing purposes. Quarterly covenant tests are

attached to the credit facility. As of December 31,

2021, the Company had significant headroom to

its covenants and had drawn NOK 152m for bank

guarantees, leaving NOK 848m in available credit.

Credit risk

As in previous years, the Group has low losses on

receivables. However, the increased operations of

the Group in new markets outside the core Nordic

region exposes the business to different credit risk

environments, which is also reflected in increased bad

debt provisions in the annual accounts. Outstanding

credit to customers represent a credit risk. To mitigate

this risk, a key focus of finance departments at local

and group level is to monitor and drive efficient

collection processes.

The Board of Directors deems credit risk to be at an

acceptable level.

Foreign currency risk

The Company is exposed to currency fluctuations due

to the international nature of its operations. In general,

the revenue and cost of goods sold are in the same

currency, limiting the currency exposure. Furthermore,

across the business, major transactions in foreign

currency are hedged according to a pre-defined

policy using forward contracts.

Other than the above, the Group does not have any

significant financial instruments relating to foreign

currency.

Directors and Officers liability

Crayon has purchased and maintains a Directors and

Officers Liability Insurance on behalf of the members

of the Board of Directors and Company officers. The

insurance includes controlled subsidiaries and is

issued by a reputable insurer.

War in Ukraine

The invasion of Ukraine by Russia in February 2022

introduced geopolitical risk to global markets and

business operations. Crayon's top priority remains

to ensure the safety and well-being of its employees

and their families as well as to safeguard customers,

partners, and society. Crayon has investments in both

Ukraine and Russia, which in 2021 constituted 0.8% of

total gross profit with an approximately breakeven

Adj. EBITDA. Thus, any negative consequences of the

war on Crayon’s operations in Russia or Ukraine will

not have a material impact on the financial results of

the Group.

Organization, working environment, and

equality

Crayon continued to invest in its organization in 2021

and reached 2 904 full-time employees (FTE) at year-

end, a net increase of 1 065 from 1 835 FTEs in 2020.

The average number of FTEs in 2021 was 2 318, up

from 1 727 in 2020.

Group-wide recruitment activities are overseen

and quality-checked by an in-house team of

trained recruitment professionals and the Company

has programs to ensure employee training and

development. Crayon has also implemented online

onboarding programs for all new employees to

ensure knowledge and understanding the Company’s

values, vision, business strategy, and key policies

covering areas such as GDPR, Security, Integrity, and

Sustainability. All new employees are required to

review and sign the Code of Conduct for Employees.

Crayon annually conducts a group-wide employee

survey to gauge and assess employee fulfillment,

happiness, and well-being. Despite challenges

related to Covid-19, the results of the employee survey

reached an all-time high in 2021, with improvements

across all categories and an overall score of

4.3/5.0. For more details on the employee survey

and employee well-being, see the 2021 ESG Report

published on Crayon.com.

Health and safety

The health and well-being of Crayon employees are

paramount to maintaining successful operations

and we ensure sound safety and health practices

throughout organization and comply with all local

workplace safety regulations.

Sickness absence amounted to 2.2% in 2021, a

decrease from 2.5% in 2020 and no material personal

injuries or damage to material was registered. Each

year employees are offered the opportunity to attend

first-aid courses, which includes training in how

to use defibrillators. The Company’s management

has implemented an HSE course and drawn up

an associated plan to maintain compliance with

HSE issues. Employee representatives serve on the

company’s board.

Diversity, equity, and inclusion

We value a diverse workforce and are committed

to attracting, retaining, and promoting women

across our operations. The IT industry in general is

characterized by a low share of female workers and

Crayon works systematically to increase the share of

female employees at all levels and offers equal salary

levels and career opportunities regardless of gender.

At the end of the year, 32% of Crayon’s FTEs were

women, up from 30% at the end of 2020. The Board

of Directors consists of ten members, of which 50%

are women. There are six members of the executive

management team, of which 43% are women.

The purpose of the Norwegian Anti-Discrimination Act

is to promote equality, safeguard equal opportunities

and rights, and prevent discrimination on the grounds

of ethnicity, national origin, descent, skin color,

language, orientation, religion, or belief. The Group

endeavors to promote the objectives of the Act in

its operations with regard to recruitment, wages

and working conditions, promotion, development

opportunities and protection against harassment. The

Group strives to be a workplace where there is no

discrimination on grounds of disability.

Corporate responsibility

All Crayon employees shall display respect and

integrity in dealing with their business contacts,

colleagues, or others with whom they come in contact

with through their work. Crayon does not accept

any form of harassment, discrimination, or other

conduct that could be deemed to be threatening or

demeaning.

Crayon aims to provide an attractive workplace with

good working conditions, a safe working environment

and to promote diversity, equal gender distribution,

and inclusive recruitment.

Crayon’s employees shall assume responsibility for

the market and the society that the company serves

by conducting operations to a high ethical standard

and in accordance with applicable legislation and

human rights. The company shall be aware of the

impact of technology on society and the environment.

The Group also has a written anti-corruption policy in

place which is approved by the Board of Directors and

distributed across the Group.

Crayon’s line of business is business-to-business

consulting services and reselling of software

licenses. The company’s activities do not involve the

manufacturing of products or physical distribution. For

this reason, there is a very low impact on the external

environment from Crayon’s operations.

In early 2022, the Board of Directors established an

ESG Board Committee to ensure that ESG is fully

integrated into the company’s long-term strategy, and

to support the Board in safeguarding the interests of

the company’s key stakeholders, including employees,

customers, shareholders, business partners,

governments, and civil society.

For further information on Corporate Social

Responsibility please see the 2021 ESG Report

published on Crayon.com.

Corporate governance

Crayon considers good corporate governance to

be a prerequisite for value creation, trustworthiness

and access to capital. In order to secure strong and

sustainable corporate governance, it is important that

Crayon ensures good and healthy business practices,

reliable financial reporting and compliance with

legislation and regulations across Crayon Group.

Crayon Group Holding ASA is incorporated and

registered in Norway and is subject to Norwegian

law. The shares of Crayon are listed on the Oslo Stock

Exchange (Nw.: Oslo Børs). As a Norwegian public

limited liability company listed on Oslo Børs, Crayon

must comply with the Norwegian Securities Trading

Act, the Continuous obligations for companies listed

on Oslo Børs, the Norwegian Public Limited Liability

Companies Act, and all other applicable laws and

regulations.

The Company endorses the Norwegian Code of

Practice for Corporate Governance, issued by the

Norwegian Corporate Governance Board, most

recently revised on October 14, 2018.

For more information, see the annual statement of

corporate governance.

Shareholders exercise the ultimate authority in

Crayon through the Annual General Meeting, which

all shareholders are entitled to attend. The Board

encourages all investors to participate in the AGM.

Equity and shareholder issues

In 2021, Crayon Group Holding increased its share

capital by NOK 6 384 468 to NOK 88 071 987 allocated

to 88 071 987 shares, each with a nominal value of

NOK 1. The increase was primarily the result of a NOK

700m share issue completed in November 2021, in

which 3 685 000 new shares were issued. In addition,

408 123 shares were issued in relation to a broad-

based employee stock purchase plan and 699 635

shares were issued as part of the acquisition of Sensa

in May 2021. In addition, 1 591 710 new shares relate

to management options exercised in December 2020,

but which had not yet been registered as share capital

as of December 31, 2020.

The Annual General Meeting on April 16, 2021

authorized the Board of Directors to increase

the share capital in two different settings. Both

authorizations are valid until the earlier of Crayon’s

Annual General Meeting in 2022 and June 30, 2022.

• In connection with acquisitions etc. the Board

is granted an authorization to increase the

Company’s share capital with up to NOK 8 327 923,

provided however that the authorization cannot

be used for an amount in excess of 10% of the

Company’s share capital.

• The Board of Directors is granted an authorization,

on behalf of the Company, to repurchase treasury

shares with a total nominal value of NOK 8 327

923, corresponding to 10% of the Company’s share

capital.

At an Extraordinary General Meeting held on

November 23, 2021, the Board of Directors was

granted authorization to increase the Company’s

share capital in connection with the company's

incentive schemes with up to NOK 4,996,754, provided

that the authorization cannot be used for an amount

in excess of 6.0% of the Company's share capital.

The authorization is valid until the earlier of Crayon’s

Annual General Meeting in 2022 and June 30, 2022.

The shares in Crayon Group are freely tradable,

and to the knowledge of the Board there are no

shareholders’ agreements in the company regarding

exercise of voting power or limiting trading in the shares.

Outlook

In 2022, Crayon will continue its focus on driving

growth across markets by capitalizing on past

investments into strengthened capabilities and

strategic acquisitions. The company will maintain

its focus on organic growth in combination with

strategic acquisitions, which are made to strengthen

Group-wide service capabilities and local capacity

or to add scale in international sub-scale markets.

In 2021, the acquisition of Sensa, added significant

managed cloud service capabilities to the Group,

while the acquisition of rhipe toward the end of the

year contributed to building substantial scale in APAC

Oslo, April 25, 2022

Rune Syversen Jennifer Koss Camilla E. Magnus Dagfinn Ringås Eivind Roald Jens Rugseth

(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)

Grethe H. Viksaas Brit B. Smestad Mette Wam Christian B. Ødemark Melissa Mulholland

(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)

& MEA, establishing a strong platform for continued

growth in the region.

Crayon will also continue to invest in further

development and improvements to its proprietary

IP portfolio, with particular focus on Cloud-iQ,

Crayon’s market-leading customer platform for digital

procurement and management of cloud software

and resources. Read more about Crayon-iQ on our

website.

Future financial performance will depend both on

market demand for products and services offered by

Crayon and Crayon’s ability to address this market

demand. The Board expects both of these elements

to continue to develop in Crayon’s favor. As a result,

the Group targets further growth in gross profit and

EBITDA during 2022. The Board will continue to focus

on balancing profitability and growth.

Board of Directors

Rune Syversen (1968)

Chairman of the Board

Member of Remuneration Committee

Year elected: 2021

Independent: No

Experience: Rune Syversen is a co-founder

of Crayon and has been with the company

since 2002. Before founding Crayon, Rune

held several senior positions within Telenor

Group. He has also been instrumental in

the creation and growth of companies

such as LINK Mobility Group ASA and Sikri

AS. Rune served as Deputy CEO at Crayon

until 2020.

Education: BSc. Business Administration,

BI Norwegian Business School

Other positions: Chairman of the Board

at Cyviz ASA, Board Member at Karbon

Invest AS, LINK Mobility Group ASA,

Sevencs AS, and Calusa AS

Shareholding: Part-owner of Karbon

Invest AS, which owns 4 800 000 shares,

corresponding to 5.45%, in Crayon Group

Holding ASA

Camilla E. Magnus (1972)

Board member

Year elected: 2017

Independent: Yes

Experience: Camilla Magnus is a

lawyer and partner of Norwegian law

firm Advokatfirmaet Selmer DA where

she leads the Corporate and Finance

Department. Her area of expertise

includes M&A, contract law, and corporate

law. She regularly holds lectures and

seminars on transaction-related legal

subjects for Norwegian and international

lawyers, the business community, and

students.

Education: Master of Law, University of

Oslo

Other positions: Board Member at Kalera

Shareholding: 44 043

Eivind Roald (1966)

Board member

Chair of Remuneration Committee

Year elected: 2014

Independent: Yes

Experience: Eivind Roald is CEO at QNTM

Group AB, an ecosystem of companies

working with digitalization, owned by Altor

Equity partners. Prior to this, Eivind was

Executive Vice President and CCO at SAS

AB for six years, Managing Director of HP

Norway for seven years, and held several

positions in Accenture as a partner.

Education: BSc. Business Administration,

BI Norwegian Business School

Other positions: Chairman of the Board

at Qmatic, Ibexa, Raptor Services and

Hesehus and Board Member at SeenThis.

Shareholding: 149 410

Jennifer Koss (1977)

Board member

Chair of ESG Committee (from 2022)

Year elected: 2021

Independent: Yes

Experience: Jennifer Lee Koss has deep

international board experience with a

passion for sustainability, diversity, equity

and inclusion. She is a Founding Partner

of Springbank Collective, an early-stage

investment firm building the infrastructure

to support women and working families to

eliminate the gender gap.

Education: MBA from Harvard Business

School, MPhil from the University of

Oxford, Bachelor’s degree from Harvard

University

Other positions: Board Member at

Komplett Group AS, Active Brands AS,

Møller Eiendom AS, Sneakersnstuff, Dream

Unlimited, and Reservoir Media

Shareholding: 0

Dagfinn Ringås (1974)

Board member

Member of Audit & Risk Committee

Year elected: 2015

Independent: Yes

Experience: Dagfinn Ringås is the Group

CEO of Cegal SYSCO, a Nordic technology

company operating in the energy sector.

He has more than 25 years of experience

within the IT-industry, including leadership

roles at Microsoft and Country President

of Schneider Electric Norway.

Education: MBA from Sydney Business

School, Bsc. Political Science and North

American Studies from University of Oslo

Shareholding: 25 806

Christian B. Ødemark (1977)

Employee Representative

Member of ESG Committee (from 2022)

Year elected: 2021

Experience: Christian Ødemark joined

Crayon in 2017 as Finance Manager of

Crayon Norway AS. Christian has broad

experience form financial and project

management roles in companies such as

Gunnebo Nordic AS, REMA 1000 Norway

AS, and Lidl Norway.

Education: MSc. Business and Economics

from BI Norwegian Business School,

Corporal in the Norwegian Army’s Special

Forces

Shareholding: 11 468

Brit B. Smestad (1966)

Employee Representative

Member of ESG Committee (from 2022)

Year elected: 2017

Experience: Brit Smestad joined Crayon in

2002 and is currently working as Customer

Success Manager for Crayon Managed

Cloud Services. Brit has deep experience

within software licensing sales and audit

and has previously held positions such

as Licensing Specialist and Bid Manager

at Crayon and Sales Manager and Team

Lead of the Licensing Group at Eterra.

Education: Project Management, BI

Norwegian Business School

Shareholding: 147 775

Mette Wam (1963)

Employee Representative

Member of ESG Committee (from 2022)

Year elected: 2021

Independent: Yes

Experience: Mette Wam is the CEO

of Esito AS, which is part of Crayon

subsidiary, Inmeta Consulting, and

she is a leader in Inmeta’s engineering

department. She joined the company in

2011 and has significant expertise within

project management, software product

development, and leadership, with past

experience from companies such as

Software Innovation AS, Transmit Medical

AS, and Sysdeco.

Education: BSc. in Computer Science from

Strathclyde University and the University of

South-Eastern Norway

Shareholding: 5 610

Jens Rugseth (1962)

Board member

Chair of Audit & Risk Committee

Year elected: 2015

Independent: No

Experience: A co-founder of Crayon,

Jens has been part of the Company since

2002. He is a serial entrepreneur, having

founded multiple IT companies over the

past 25 years. He has operated as the

chief executive officer in some of the

largest IT-companies in Norway, including

ARK ASA, Cinet AS, and Skrivervik Data AS.

Jens served as a Board Member from

2002-2011 and from 2015-2017 and as

Chairman from 2017-2021.

Education: Business Economics, BI

Norwegian Business School

Other positions: Chairman of the Boards

of Karbon Invest AS, LINK Mobility Group

ASA, Techstep ASA, Sprell AS, Ecura

AS, Sikri AS, Oche AS, FreshCo AS and

Petworld Norge AS

Shareholding: Part-owner of Karbon

Invest AS, which owns 4 800 000 shares,

corresponding to 5.45%, in Crayon Group

Holding ASA. He also owns 11 111 shares

directly through Rugz AS.

Grethe H. Viksaas (1958)

Board member

Member of Audit & Risk Committee,

Remuneration Committee, and ESG

Committee (from 2022)

Year elected: 2017

Independent: Yes

Experience: Grethe Viksaas has a long

career from the Northern European

managed service provider Basefarm

AS, first as founder and CEO, and later

as Executive Chair and Board Member.

Prior to Basefarm, Grethe served as

CEO for SOL System AS and held several

management positions in IT companies.

She has board experience from numerous

companies, including Telenor ASA.

Education: Cand. Scient. Computer

Science, University of Oslo

Other positions: Chairman of the Board

at Farmforce AS, House of Nerds and No

Isolation. Board Member at poLight ASA,

and LINK Mobility Group ASA

Shareholding: 39 599

Statement of Corporate Governance

Introduction

The Board of Directors of Crayon Group Holding

ASA (the Company) has approved this statement of

corporate governance.

The statement of corporate governance addresses

the framework of guidelines and principles regulating

the interaction between the Company’s shareholders,

the Board of Directors (the Board), the Chief Executive

Officer (the CEO) and the Company’s executive

management team.

The statement of corporate governance is based

on the Norwegian Code of Practice for Corporate

Governance issued by the Norwegian Corporate

Governance Board. The Company will, in accordance

with applicable legislation and stock exchange listing

rules, provide a report on the Company’s corporate

governance in the directors' report or in a document

that is referred to in the directors' report in connection

with its annual financial statements and report.

Business

The Company's articles of association shall clearly

describe the business that the Company shall operate.

The Board shall define clear objectives, strategies and

risk profiles for the Company's business activities such

that the Company creates value for shareholders in

a sustainable manner. When carrying out this work,

the Board shall take into account financial, social and

environmental considereations.

The Board shall evaluate these objectives, strategies

and risk profiles at least once a year.

Company capital and dividends

The Board is committed to maintain a satisfactory

equity ratio in the Company according to the

Company's objectives, strategy and risk profile,

thereby ensuring that there is an appropriate balance

between equity and other sources of financing. The

Board will continuously assess the Company’s capital

requirements related to the Company’s strategy and

risk profile. In addition, the Bord shall establish and

disclose a clear and predictable dividend policy.

The Company is committed to create long-term

value for its shareholders. The Company shall, at

all times, have a clear and predictable dividend

policy established by the board of directors. The

dividend policy forms the basis for the board of

directors' proposals on dividend payments to the

Company's general meeting. The dividend policy shall

be disclosed to the shareholders. The background

for any proposal to grant the board of directors an

authorization to approve distribution of dividends

should be explained.

Any proposal for the Board to be given authorization

to approve the distribution of dividends shall be

explained. General authorizations for the Board to

increase the share capital and buy own shares will

normally be restricted to defined purposes and will, in

general, be limited in time to no later than the date of

the next annual general meeting of the Company.

Equal treatment of shareholders

There is only one class of shares in the Company and

all shares carry equal rights. Each share carry one

vote. The Company emphasise equal treatment of its

shareholders.

All shareholders shall be treated on an equal

basis, unless there is a just cause for treating them

differently in accordance with applicable laws and

regulations.

In the event of an increase in share capital of the

Company through issuance of new shares, a decision

to waive the existing shareholders' pre-emptive

rights to subscribe for shares shall be justified. If

the Board resolves to issue new shares and waive

the pre-emptive rights of existing shareholders

pursuant to a Board authorization granted by the

general meeting, the justification shall be publicly

disclosed in a stock exchange announcement issued in

connection with the shares issue. The reasons for any

deviation from equal treatment of all shareholders

in capital transactions will be included in the stock

exchange announcement made in connection with the

transaction.

Any transactions carried out by the Company in

the Company's own shares shall be carried out

through Oslo Børs and in any case at prevailing

stock exchange prices. In the event that there

is limited liquidity in the Company's shares, the

Company shall consider other ways to ensure equal

treatment of shareholders. Any transactions in own

shares will be evaluated in relation to the rules on

the duty of disclosure, as well as in relation to the

prohibition against illegal insider trading and market

manipulation, the requirement for equal treatment of

all shareholders, and the prohibition of unreasonable

business methods.

Shares and negotiability

The shares of the Company are freely negotiable.

The general meeting

All shareholders have the right to participate in the

general meetings of the Company, which exercise the

highest authority of the Company. The annual general

meeting shall normally be held before 30 June each year.

The full notice for general meetings shall be sent to

shareholders no later than 21 calendar days prior

to the meeting. The notices for such meetings shall

include documents providing the shareholders with

comprehensive, spesific and sufficient details in order

for the shareholders to make an assessment of all

the cases to be considered as well as all relevant

information regarding procedures of attendance and

voting. The notice and the documents may be sent

to or made available to the shareholders through

electronic communication. The Board shall ensure

that the members of the Board and the chair of the

nomination committee attends the general meetings.

The Company’s auditor will normally be present. In

addition, the Board shall ensure that the general

meeting is able to elect an independent chair for the

general meeting.

Notices for general meetings shall provide information

on the procedures shareholders shall observe in order

to participate in and vote at the general meeting.

The notices will also set out: (i) the procedure for

representation at the meeting through a proxy,

including a form to appoint a proxy, and (ii) the right

for shareholders to propose resolutions in respect

of matters to be dealt with by the general meeting.

Shareholders shall have the right to attend by

electronic means unless the Board has sufficient cause

to refuse electronic participation. In addition, the

shareholders have the right to vote during a specific

period in advance of the general meeting, to the

extent allowed in the Company's article of association.

The cut-off for confirmation of attendance shall be

set as short as practically possible and the Board will

arrange matters so that shareholders who are unable

to attend in person, will be able to vote by proxy. A

form of proxy will be distributed with the notice.

Nomination committee

The Company shall have a nomination committee

as set out in the articles of association. The general

meeting shall stipulate guidelines for the duties of

the nomination committee, elect the chairperson and

members of the nomination committee, in addition

to determining the committee's remuneration.

The members of the nomination committee shall

be elected to take into account the interests of

shareholders in general, and the majority of the

nomination committee shall be independent

of the Board and the executive management

team. Members of the Board and the executive

management team shall not be members of the

nomination committee. Instructions for the nomination

committee shall be approved by the Company's

general meeting.

The nomination committee's duties shall be to propose

candidates for election to the Board and nomination

committee and to propose the fees to be paid to

members of these bodies. The nomination committee

shall have contact with the shareholders, the Board

and the company's executive personnel as part of

its work on proposing candidates for election to the

Board. Furthermore, the nomination committee shall

justify why it is proposing each candidate separately.

The Company shall provide information on the

members of the committee and any deadline for

proposing candidates. The Company will make this

information available on its website.

The board – composition and independence

The composition of the Board shall ensure that

the Board can attend the common interests of all

shareholders and meet the Company's need for

expertise, capacity and diversity. In appointing

members to the Board, it is emphasised that the

Board shall have the necessary competence to

independently evaluate the subject presented by the

executive management team. It is also considered

important that the Board can function well as a team.

Board members shall be elected for periods not

exceeding two years at a time, with the possibility of

re-election. Board members are encouraged to own

shares in the Company.

The Board shall comply with all applicable

requirements as set out in the Norwegian Public

Limited Liability Companies Act and the listing rules of

Oslo Børs. Acknowledging that the Board is ultimately

appointed by and at the shareholders' discretion, the

composition of the Board should also seek to comply

with the recommendations set out in the Norwegian

Code of Practice for Corporate Governance.

The Company does not have a corporate assembly.

The work of the board

The Board shall prepare an annual plan for its

work with special emphasis on goals and strategy.

The Board’s primary responsibilities shall be (i)

participating in the development and approval of

the Company’s strategy, (ii) performing necessary

control functions and (iii) acting as an advisory body

for the executive management team. Its duties are not

static, and the focus will depend on the Company’s

ongoing needs. The chair of the Board is responsible

for ensuring that the Board’s work is performed

effectively and correctly.

The Board shall ensure that the Company has proper

management with a clear internal distribution of

responsibilities and duties. A division of work has been

established between the Board and the executive

management team. The CEO is responsible for the

executive management of the Company. Furthermore,

the Board shall issue instructions that state how the

Board and the executive management shall handle

agreements with related parties, including whether an

independent valuation must be obtained. The Board

shall present any such agreements in their annual

director's report.

The Board shall ensure that the members of the Board

and executive personnel make the Company aware of

any material interests that they may have in items to

be considered by the Board. In order to ensure a more

independent consideration of matters of a material

character in which the chair of the Board is or has

been personally involved, the Board's consideration of

such matters shall be chaired by other members of the

Board.

All members of the Board shall regularly receive

information about the Company’s operational and

financial development. The Company’s strategies shall

regularly be subject to review and evaluation by the

Board. Additionally, the Board shall prepare an annual

evaluation of its own work, including its performance,

expertise, composition and how its members function

(both individually and as a team) in relation to the

objectives set out for its work.

The board of directors shall, inter alia, deliberate and

decide on the following:

a. Such matters as required by statutory law,

the articles of association, these Rules, or the

resolutions of the general meeting;

b. Matters outside the scope of the statutory

responsibilities of the chief executive officer (i.e.

matters that given the situation of the Company

are unusual in character or of major importance);

c. Matters outside the scope of the general authority

granted to the chief executive officer, such as major

investments, borrowings, sales or purchases of real

estate, and similar agreements that commit the

Company for an amount in excess of the authority

granted to the chief executive officer;

d. The prudent organization of the activities of the

Company;

e. Satisfactory control of the ongoing activities of

the Company, including the approval of contract

formations that exceed the authority granted to the

chief executive officer;

f. Strategy and objectives;

g. Budget and financing plans for the Company and

the Crayon Group;

h. Appointment/dismissal of the chief executive officer

and fixing of salary or other remuneration to the

chief executive officer, adoption of instructions for

the chief executive officer and determining of the

remuneration policy for key employees;

i. Major changes in the business activities of

the Company and organizational changes of

substantial importance;

j. Safeguarding the financial statues and

appropriate equity, including the financial policy

of the Crayon Group and review and deliberation

of any management letters from the Company's

auditor;

k. Legal disputes of major importance;

l. Annual accounts and annual reports of the

Company and the Crayon Group;

m. Acquisitions, investments and divestments;

n. Proposal for the allocation of profits or losses in

accordance with the provisions of the Norwegian

Accounting Act;

o. Agreements between the Company and a member

of the board of directors or the chief executive

officer or any agreement between the Company

and a third party in which a member of the board

of directors or the chief executive officer has a

distinct interest; and

p. Other matters that the board of directors or the

chief executive officer considers of importance to

decide upon.

Board committees

The Company shall have an audit & risk committee

in accordance with the rules of the Norwegian Public

Limited Liability Companies Act and the listing rules

of Oslo Børs. The majority of the members of the

committee shall be independent of the Company.

The Board has established a remuneration committee

in accordance with the rules of the Norwegian Public

Limited Liability Companies Act. The remuneration

committee shall review and recommend to the

Board the remuneration policies/framework for

the Company’s executive/senior management, and

provide general advice related to compensation

paid to executive personnel. Membership of such

committee shall be restricted to members of the Board

who are independent of the Company's executive

personnel.

Risk management and internal control

The Board shall ensure that the Company has sound

internal control and systems for risk management that

are appropriate in relation to the extent and nature of

the Company’s activities.

The objective of the risk management and the internal

control is to manage, rather and eliminate, exposure

to risks in order to ensure successful conduct of the

Company’s business and to support the quality of its

financial reporting.

The Board shall carry out an annual review of the

Company’s most important areas of exposure to risk

and its internal control arrangements. The Board shall

provide an account in the annual report of the main

features of the Company’s internal control and risk

management systems as they relate to the Company’s

financial reporting.

The Audit and Risk Committee shall

a. oversee the Company's compliance and risk

management processes and financial reporting

procedures;

b. support the board of directors in assessing and

determining the Company's risk appetite;

c. keep abreast of the most up to date information

available to it within the areas of financial

reporting, compliance and risk;

d. with respect to financial reporting processes,

monitor the systems for internal control, risk

management and internal audit without

compromising the Committee's independent role

Remuneration of the board

The general meeting shall determine the Board’s

remuneration annually, normally in advance.

Remuneration of Board members shall be reasonable

and based on the Board's responsibilities, expertise,

time invested and the complexity of the enterprise.

The remuneration of the Board shall not be linked to

the Company's performance. The Company shall not

grant options to members of its Board.

The Board shall be informed if individual Board

members perform tasks for the Company other than

exercising their role as Board members. Work in sub-

committees may be compensated in addition to the

remuneration received for Board membership.

The Company’s financial statements shall provide

information regarding the Board’s remuneration. Any

remuneration in addition to normal director's fee shall

be specifically identified in the annual report.

Salary and other remuneration for the

executive personnel

The Board shall prepare clear and comprehensible

guidelines on the fixing of salaries and other

remuneration to the Company's CEO, other executive

personnel or employees who are members of

the Board or the corporate assembly (if any).

The guidelines shall contribute to the Company's

commercial strategy, long-term interests and

financial viability. The content of the guidelines shall

be in accordance with the Norwegian Regulations

on Guidelines and Reports on the Remuneration of

Executive Personnel.

Any material change to the guidelines shall be

considered and approved by the general meeting. The

guidelines are subject to review and approval by the

general meeting at least every fourth year. Guidelines

approved by the general meeting, including the

result of the vote and the date of approval, shall

be published on the Company's website. The

Company's arrangements in respect of salary and

other remuneration shall help ensure the executive

personnel and shareholders have convergent interests

and should be simple.

Performance-related remuneration shall be subject to

an absolute limit.

In addition to the above, the Board shall, for every

financial year, ensure that a report is prepared

which provides a comprehensive overview of paid

and outstanding remuneration covered by the

remuneration guidelines. The specific requirements

for the content of the reports are supplemented by the

Norwegian Regulations on Guidelines and Reports on

the Remuneration of Executive Personnel. The report

is subject to advisory vote by the general meeting and

report shall be published on the Company's website

after the annual meeting has been held.

Information and communication

The Board and the executive management team

assign considerable importance to giving the

shareholders relevant and current information about

the Company and its activity areas. Emphasis is

placed on ensuring that the shareholders receive the

same and simultaneous information. Furthermore, the

Board shall establish guidelines for the Company's

reporting of financial or other information based on

openness and taking into account the requirement

for equal treatment of all participants in the securities

market.

Sensitive information will be handled internally in a

manner that minimizes the risk of leaks.

The Board shall have a policy on who is entitled to

speak on behalf of the Company on various subjects.

The Company shall have a contingency plan for

information management in repsons to events of a

particular character or of interest to the media. The

CEO, CFO and Head of Investor Relations will be

the main contact persons of the Company in such

respects.

The Board should ensure that the shareholders are

given the opportunity to make known their points

of view at and outside the general meeting. The

Board shall establish gudielines for shareholders

communication with the Company other than through

general meetings.

Take-overs

The Board have established guiding principles for how

it will act in the event of a take-over bid.

In a take-over process, should it occur, the Board

and the executive management team each have an

individual responsibility to ensure that the Company’s

shareholders are treated equally and that there

are no unnecessary interruptions to the Company’s

business activities. The Board has a particular

responsibility in ensuring, to the extent possible, that

the shareholders have sufficient information and time

to assess the offer.

In the event of a take-over process, the Board shall

ensure that:

a. 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;

b. 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;

c. 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

d. the Board shall be aware of the particular duty it

has for ensuring that the values and interests of the

shareholders are protected.

In the event of a take-over bid, the Board will, in

addition to complying with relevant legislation and

regulations, seek to comply with the recommendations

in the Norwegian Code of Practice for Corporate

Governance unless there are particular reasons

not to. This includes obtaining a valuation from an

independent expert. On this basis, the Board will seek

to make a recommendation as to whether or not the

shareholders should accept the bid.

Auditor

Each year, the auditor shall present to the Board

a plan for the implementation of the audit work

and submit to the audit & risk committee an annual

additional report in which it declares its independence

and explains the results of the statutory audit carried

out by providing a range of information about the audit.

The auditor shall be invited to be present at Board

meetings where the annual accounts are dealt with.

At these meetings the auditor shall report on any

material changes in the Company's accounting

principles and key aspects of the audit, comment

on any material estimated accounting figures and

report all material matters on which there has

been disagreement between the auditor and the

Company's executive management. The Board and/

or audit & risk committee shall meet with the auditor at

least once a year to review the Company's accounting

principles, risk areas, internal control routines,

including weaknesses identified by the auditor and

proposals for improvement.

The auditor should only be used as a financial advisor

to the Company where such use does not affect or

reasonably question the auditor’s independence and

objectiveness as auditor for the Company. Only the

Company’s CEO and/or CFO shall have the authority

to enter into agreements in respect of such counselling

assignments. The Bord shall establish guidelines in

respect of the use of the auditor by the Company's

executive management for other services than the

audit.

At the annual general meeting and/or in the annual

financial statements, the Board shall present a review

of the auditor’s compensation as paid for auditory

work required by law and remuneration associated

with other concrete assignments.

In connection with the auditor's presentation to the

Board of the annual work plan, the Board should

specifically consider if the auditor to a satisfactory

degree also carries out a control function.

The Board shall invite the auditor to attend all general

meetings.

Transactions with related parties or close

associates

Any transactions, agreements or arrangements

between the Group and the Company's shareholders,

members of the Board, members of the executive

management team or close associates of any such

parties may only be entered into as part of the

ordinary course of business and on arm’s length

market terms. All such transactions shall, where

relevant, comply with the procedures set out in the

Norwegian Public Limited Liability Companies Act.

The Board shall, in principle, arrange for a valuation

to be obtained from an independent third party

for transactions with related parties, including

agreements that are considered immaterial or

covered by section 3-16 of the Norwegian Public

Limited Liability Companies Act. The Company’s

financial statements shall provide further information

about transactions with related parties in accordance

with applicable accounting principles.

The Company may engage in business activities with,

or in cooperation with, its shareholders. Such activities

shall be handled at the board level, with a view of

securing a foreseeable and consistent practice which

prevents potential conflict of interest situations, arm’s-

length treatment, and sound governance. Board

members shall immediately notify the Board and

members of the executive management team shall

immediately notify the CEO (who, where relevant, will

notify the Board) if they have any material direct or

indirect interest in any transaction entered into by the

Company.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of profit or loss and other comprehensive

Income

Consolidated statement of financial position as of 31.12

Consolidated statement of cash flows

Consolidated statement of changes in equity

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles, critical estimates & judgements

Note 3 Segment information

Note 4 Payroll and other income and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and derivatives

Note 17 Other non-current and current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and non-controlling interests

Note 25 Largest shareholders, numbers of shares held by

management and board of directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

Statement of income 1.1 - 31.12

Balance sheet as of 31.12

Cash flow statement

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

AUDITOR'S REPORT

ALTERNATIVE PERFORMANCE MEASURES

Financials

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Crayon Group Holding ASA

Consolidated statement of profit or loss and other comprehensive income

(In thousands of NOK) Note 2021 2020

Operating revenue

3 26 438 331 19 599 455

Cost of sales 23 398 584 17 254 670

Payroll and related cost

4 2 067 845 1 685 629

Other operating expenses 317 004 246 254

Share based compensation

6 55 002 48 684

Other (income) and expenses 8 923 (17 196)

EBITDA 590 973 381 414

Depreciation and amortization

7, 8 174 543 140 302

Impairment

9 - -

Operating profit/EBIT 416 431 241 112

Share of results from associates

24 1 172 -

Interest income

10 13 948 8 449

Other financial income

10 807 -

Total financial income

10 14 755 8 449

Interest expense

10 83 067 41 125

Other financial expenses 10 43 845 14 785

Total financial expenses

10 126 912 55 910

Net financial income and expenses (112 158) (47 460)

Net income before tax 303 101 193 652

Income tax expense

12 49 155 66 821

Net income 253 947 126 831

(In thousands of NOK) Note 2021 2020

Comprehensive income

Items that are or may be reclassified subsequently to profit or loss

Currency translation

11 488 4 995

Total comprehensive income - net of tax 265 434 131 826

Allocation of net income

Non-controlling interests

24 27 020 6 336

Owners of Crayon Group Holding ASA 226 926 120 495

Total net income (loss) allocated 253 947 126 831

Basic earnings (loss) per share (NOK per share)

11 2.70 1.52

Diluted earnings (loss) per share (NOK per share)

11 2.64 1.48

Allocation of Total comprehensive income

Non-controlling interests 27 525 5 680

Owners of Crayon Group Holding ASA 237 910 126 146

Total comprehensive income allocated 265 434 131 826

Currency translation in 2021 includes fair value changes of cash flow hedging.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Crayon Group Holding ASA

Consolidated statement of financial position as of 31.12

(In thousands of NOK)

Note 2021 2020

ASSETS

Non-current assets:

Intangible assets

Development costs

8 98 165 88 756

Technology and software

8 99 487 18 515

Contracts 8 598 831 60 379

Software licenses (IP)

8 1 941 2 215

Goodwill 9 2 998 258 850 933

Deferred tax asset

12 81 201 35 458

Total intangible assets 3 877 883 1 056 255

Tangible assets

Equipment

7 59 753 38 624

Right-of-use assets

7 114 958 120 051

Total tangible assets 174 711 158 676

Investment in associates

24 36 571 -

Total investment in associates 36 571 -

Financial assets

Other non-current receivables

18 68 574 39 962

Total financial assets 68 574 39 962

Total non-current assets 4 157 739 1 254 893

Current assets:

Inventory 2 869 8 846

Total inventory 2 869 8 846

Accounts receivable

13, 18, 19 4 492 969 3 393 421

Other current receivables 18 1 421 421 263 347

Total receivables 5 914 390 3 656 768

Cash & cash equivalents

14, 18 1 216 618 1 394 120

Total current assets 7 133 877 5 059 733

Total assets 11 291 616 6 314 626

(In thousands of NOK)

Note 2021 2020

LIABILITIES AND SHAREHOLDERS' EQUITY

Shareholders' equity:

Share capital 15, 11 88 072 81 688

Own shares

15, 11 (10) (10)

Share premium 1 734 159 976 887

Sum paid-in equity 1 822 221 1 058 565

Retained earnings

Other equity 299 285 41 276

Total retained earnings 299 285 41 276

Total equity attributable to parent company shareholders 2 121 506 1 099 840

Non-controlling interests 36 440 3 334

Total shareholders' equity 2 157 946 1 103 174

Non-current liabilities:

Bond loan

16, 18, 19 1 771 052 295 215

Deferred tax liabilities 12 135 021 21 505

Lease liabilities

16, 19 87 164 95 340

Other non-current liabilities 17, 18 58 197 47 503

Total non-current liabilities 2 051 434 459 562

Current liabilities:

Accounts payable

18 4 813 772 3 560 040

Income taxes payable 58 171 49 812

Public duties 458 898 250 918

Current lease liabilities

16, 19 39 064 31 230

Other current interest bearing debt

16 413 311 75 884

Other current liabilities 17 1 299 019 784 004

Total current liabilities 7 082 235 4 751 889

Total liabilities 9 133 669 5 211 452

Total equity and liabilities 11 291 616 6 314 626

Oslo, April 25, 2022

Rune Syversen Jennifer Koss Camilla E. Magnus Dagfinn Ringås Eivind Roald Jens Rugseth

(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)

Grethe H. Viksaas Brit B. Smestad Mette Wam Christian B. Ødemark Melissa Mulholland

(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Crayon Group Holding ASA

Consolidated statement of cash flows

(In thousands of NOK) Note 2021 2020

Cash flows from operating activities:

Net (loss) income before tax 303 101 193 652

Taxes paid (72 103) (34 504)

Depreciation and amortization

7, 8, 9 174 543 140 302

Net interest expense

10 69 119 32 675

Changes in inventory, accounts receivable/payable 43 088 364 059

Changes in other current assets/liabilities (491 990) 245 446

Net cash flow from operating activities 25 758 941 630

Cash flows used in investing activities:

Payment for capitalized assets (82 807) (81 362)

Acquisition of subsidiaries - (net of cash acquired) and associates

20 (2 477 900) (4 616)

Other business combinations - (8 000)

Net cash flow from investing activities (2 560 707) (93 978)

Cash flow from financing activities:

Interest paid to credit institutions and interest to bond loan (42 057) (43 899)

Share issues

15 685 892 335 130

Share capital increase not registered 15 - 24 672

Acquisition/disposal of non-controlling interest

24 (4 964) 8 497

Proceeds from issuance of interest bearing debt

16 1 800 000 33 922

Repayment of interest bearing debt 18 (53 385) (42 863)

Other financial items (10 000) (3 762)

Net cash flow from financing activities 2 375 485 311 697

Net increase (decrease) in cash & cash equivalents (159 463) 1 159 349

Cash & cash equivalents at beginning of period

1 394 120 238 817

Currency translation (18 038) (4 046)

Cash and cash equivalents at end of period

1 216 618 1 394 120

Restricted cash is part of the Cash & cash equivalents, further details in note 14.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Crayon Group Holding ASA

Consolidated statement of changes in equity

Year to date period ending December 31, 2021

Atrributable to owners of the company

(In thousands of NOK) Note Share capital Own shares Share premium Other equity Total

Non-controlling

interests Total

equity

Balance at January 1, 2020 76 624 (10) 622 150 (105 292) 593 472 (8 059) 585 413

Adjustment

- - - (3 3) (3 3) - (33)

Net (loss) income - - - 120 495 120 495 6 336 126 831

Currency translation - - - 5 651 5 651 (656) 4 995

Total comprehensive income - - - 126 146 126 146 5 680 131 826

Share repurchase (net) - - - - - - -

Share issues

15 5 063 - 330 066 - 335 130 - 335 130

Share capital increase not registered

- - 24 672 - 24 672 - 24 672

Equity-settled share-based payments - - - 18 613 18 613 761 19 374

Transactions with non-controlling interests - - - 1 841 1 841 4 951 6 793

Transactions with owners 5 063 - 354 738 20 454 380 256 5 712 385 968

Balance as of end of period 81 688 (10) 976 887 41 276 1 099 841 3 334 1 103 174

Atrributable to owners of the company

(In thousands of NOK) Note Share capital Own shares Share premium Other equity Total

Non-controlling

interests Total

Balance at January 1, 2021 81 688 (10) 976 887 41 276 1 099 841 3 334 1 103 174

Adjustment

- - - 83 83 0 83

Net (loss) income - - - 226 926 226 926 27 020 253 947

Currency translation

- - - 10 983 10 983 504 11 488

Total comprehensive income - - - 237 910 237 910 27 525 265 434

Share repurchase (net) - - - - - - -

Share issues

15 6 384 - 757 272 - 763 656 - 763 656

Equity-settled share-based payments - - - 33 443 33 443 2 146 35 589

Transactions with non-controlling interests - - - (13 426) (13 426) 3 436 (9 990)

Transactions with owners 6 384 - 757 272 20 017 783 673 5 582 789 255

Balance as of end of period 88 072 (10) 1 734 159 299 285 2 121 506 36 440 2 157 946

Mainly adjustments to opening balance

Includes amount of NOK 1 591 710 to be allocated to share capital when registered

Currency translation in 2021 includes fair value changes of cash flow hedging

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

the change under IFRS 16, if the change were not a lease modification. The amendment was intended to apply until June

30, 2021, but as the impact of the Covid-19 pandemic is continuing, on March 31, 2021, the IASB extended the period of

application of the practical expedient to June 30, 2022.The amendment applies to annual reporting periods beginning

on or after April 1, 2021.

The Group has received Covid-19-related rent concessions to a very limited extend, practical expedient is applied.

Pending agenda decisions

IFRS 15-principal vs agent IASB Interpretation Committee tentative agenda decision

In November 2021, the IASB Interpretation Committee (IC) released a tentative agenda decision related to principal

versus agent-assessment under IFRS 15 for Software Resellers. The theme and fact pattern described in the tentative

decision is relevant for Crayon’s sale of licenses.

A final agenda decision is not expected before the second quarter of 2022, after which Crayon will make a final

evaluation of the considerations and its impact on the Group’s accounting policy.

Earlier assessments have concluded that Crayon acts as a principal in most transactions and contracts where Crayon

acts as a reseller of licenses. If an updated assessment after a final agenda decision concludes that Crayon acts as

an agent in these transactions, Crayon expects this to result in a shift from gross to net presentation of the majority

of revenue in the Software & Cloud division. A potential change is not expected to have any impact on gross profit or

earnings before interest, taxes, depreciation and amortization (EBITDA).

Standards issued but not yet effective

Several new standards are effective for annual periods beginning after January 1, 2021 and earlier application is

permitted. The Group has not early adopted the new or amended standards in preparing these consolidated financial

statements. The following new and amended standards are not expected to have a significant impact on the Group’s

consolidated financial statements.

• Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37). Effective date, January 1, 2022.

• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). Effective date,

January 1, 2023.

• Annual Improvements to IFRS Standards 2018–2020. Effective date, January 1, 2022.

• Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16). Effective date, January 1,

2022.

• Reference to Conceptual Framework (Amendments to IFRS 3). Effective date, January 1, 2022.

• Classification of Liabilities as Current or Non-current (Amendments to IAS 1). Effective date, January 1, 2023.

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts. Effective date, January 1, 2023.

• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2). Effective date, January 1,

2023.

• Definition of Accounting Estimates (Amendments to IAS 8). Effective date, January 1, 2023.

ACCOUNTING PRINCIPLES

Basis of consolidation

The consolidated financial statements comprise the financial statements of Crayon Group Holding ASA and its

subsidiaries. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when

the Group loses control of the subsidiary. Control is achieved when the Group is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are included from the date control commences until the date control ceases.

When the Group loses control over a subsidiary, it derecognizes the related assets and liabilities of the subsidiary, and

any related non-controlling interest and other components of equity. Any resulting gain or loss is recognized in profit or

loss. Any investment retained is recognized as fair value.

When preparing the consolidated financial statements, intra-group transactions and balances, along with gains and

losses on transactions between group units, are eliminated.

NOTE 1 General information

Crayon Group Holding ASA is a public limited company registered in Norway. The company’s headquarters are located

at Sandakerveien 114A, 0484 Oslo, Norway. Crayon Group Holding ASA is listed on Oslo Stock Exchange (Oslo Børs)

under the ticker “CRAYN”.

These consolidated financial statements of Crayon Group Holding ASA and its subsidiaries (collectively referred to as

"Crayon" or "the Group") for the year ended December 31, 2021, were authorised for issue by the Company’s board of

directors and CEO on April 25, 2022.

Crayon specialises in supporting customers across all industry sectors with complex local, regional and global IT estates.

Crayon helps clients specify, plan, deploy, manage and optimize technology ecosystems.

The principal activities for the Group’s various business areas are described in more detail in Note 3.

NOTE 2 Accounting principles, critical estimates & judgements

BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of Crayon have been prepared in accordance with International Financial

Reporting Standards as adopted by the European Union (IFRS), their interpretations adopted by the International

Accounting Standards Board (IASB) and the additional requirements of the Norwegian Accounting Act as of December

31, 2021.

The consolidated financial statements have been prepared on a historical cost principle, except for financial derivatives

which are measured at fair value. In preparing these consolidated financial statements, management has made

judgements and estimates that affect the application of the Group’s accounting policies and the reported amounts

of assets, liabilities, income and expenses, and the accompanying disclosures. Actual results may differ from these

estimates. The areas where significant judgements and estimates have been made are disclosed in section 2.3.

The consolidated financial statements are presented in Norwegian kroner (NOK), which is also the Parent Company’s

functional currency. Amounts are rounded to the nearest thousand, unless otherwise stated. The subtotals and totals

in some of the tables in the note disclosures may not equal the sum of the amounts shown in the primary financial

statements due to rounding. Certain comparative figures have been reclassified to conform to the current year

presentation.

CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

New standards, interpretations and amendments adopted by the Group

The following new standards and amendments became effective for annual periods beginning on or after January 1,

2021:

Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)

The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered

rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include practical

expedients.

These amendments had no impact on the consolidated financial statements of the Group. The Group intends to use the

practical expedients in future periods if they become applicable.

Covid-19-Related Rent Concessions beyond June 30, 2021 (Amendment to IFRS 16)

On May 28, 2020, the IASB issued Covid-19-Related Rent Concessions - amendment to IFRS 16 Leases The amendments

provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising

as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether

a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for

any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

initially measured at the transaction price. For some portfolios of trade receivables, Crayon has entered into factoring

agreements. The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial

asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of

the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor

retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Inventories

Inventories mainly consist of licenses which are depreciated on a straight-line bases over the estimated useful life of the

asset.

Net realizable value is the estimated selling price in the ordinary course of business minus any selling expenses. Write-

downs are made for any inventory that is assumed to be obsolete.

Property, plant and equipment

Equipment is measured at acquisition cost, minus accumulated depreciation and impairments. Any gain or loss on

disposal of an item of equipment is recognized in profit or loss.

Subsequent expenditure is capitalized only if it if is probable that the future economic benefits with the expenditure will

flow to the Group. Equipment is depreciated linearly over the expected useful life.

Financial assets and liabilities

Financial assets

On initial recognition, a financial asset is classified and measured at amortized cost, fair value through other

comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The classification depends on the

group’s business model for managing the financial assets and the contractual terms of the cash flows. A financial

asset is measured at amortized cost if the business model is to hold the asset to collect contractual cash flows, and

the contractual cash flows are solely payments of principal and interests (SPPI criterion). Financial assets are not

reclassified subsequent to their initial recognition unless the group changes its business model for managing financial

assets.

Financial liabilities

Financial liabilities are classified as measured at amortized cost. Financial liabilities at FVTPL are measured at fair value

and net gains and losses, including any interest expenses, are recognized in profit and loss. Other financial liabilities are

subsequently measured at amortized cost using the effective interest rate method. Any gain and loss on derecognition

are recognized in profit and loss.

A substantial modification of the terms of an existing financial liability is accounted for as an extinguishment of the

original financial liability and the recognition of a new financial liability. In the case of recognizing a new liability, the

fees are treated as part of the amortized cost. Financial liabilities are presented as current if the liabilities are due to be

settled within 12 months after the balance sheet date, whereas liabilities with the legal right to be settled more than 12

months after the balance sheet date are classified as non-current liabilities.

The Group uses derivative financial instruments, such as forward currency contracts to hedge its foreign currency risks.

Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is

entered into and are subsequently remeasured at fair value. Derivatives are carried as financial liabilities when the fair

value is negative.

According to the group’s policy derivatives can be designated as hedging instruments for fair value hedges and cash

flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging

instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various

hedge transactions.

The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being

hedged and how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements

(including the analysis of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging

relationship qualifies for hedge accounting if it meets all the following effectiveness requirements:

Non-controlling interests

Non-controlling interests represent equity interests in subsidiaries held by other owners than Crayon. Results attributed

to non-controlling interests are based on ownership interest, or other methods of allocation if required by the contract.

When non-controlling interests hold put options related to shares in subsidiaries and Crayon Group is required to

acquire such shares by cash considerations, a financial liability is recognized.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity

transactions.

Investments in associates

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate

in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The considerations made in determining significant influence are similar to those necessary to determine control over

subsidiaries. The Group’s investment in its associate is accounted for using the equity method.

Under the equity method, the investment in an associate is initially recognized at cost. The carrying amount of the

investment is adjusted to recognise changes in the Group’s share of net assets of the associate since the acquisition

date. Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for

impairment separately.

The aggregate of the Group’s share of profit or loss of an associate and a joint venture is shown on the face of the

statement of profit or loss outside operating profit and represents profit or loss after tax.

Business combinations

Business combinations are accounted for using the acquisition method as of the acquisition date, which is when control

is transferred to the group. The consideration transferred in the acquisition is generally measured at fair value, as are

the identifiable net assets acquired. Goodwill that arises from the acquisition is tested annually for impairment. Any

contingent consideration is measured at fair value at the date of acquisition. Changes in fair value of the contingent

consideration from acquisition of a subsidiary will be recognized in profit or loss.

If the sum of the consideration, book value of non-controlling owners’ interests and fair value at the time of acquisition

of the previous owner’s interests exceeds the fair value of identifiable net assets of the acquired entity, the difference

is recognized as goodwill in the consolidated statement of the financial position. If the sum is less than the entity’s net

assets, the difference is immediately recognized under profit or loss. Transaction costs are expensed as incurred, except

if related to the issuance of debt or equity securities.

Current / non-current classification

An asset is classified as current when it is expected to be realized or is intended for sale or consumption in the group’s

normal operating cycle, it is held primarily for the purpose of being traded or it is expected/due to be realized or settled

within twelve months after the reporting date. Other assets are classified as non-current.

A liability is classified as current when it is expected to be settled in the group’s normal operating cycle, is held primarily

for the purpose of being traded, if the liability is due to be settled within twelve months after the reporting period or

if the group does not have an unconditional right to defer settlement of the liability for at least twelve months after

the reporting period. All other liabilities are classified as non- current. Financial instruments are classified based on

maturity.

Cash and cash equivalents

Cash and cash equivalents include cash on hand and bank deposits. Cash equivalents are short-term investments that

can be converted into a known amount in cash within three months and which contain insignificant risk elements.

Trade and other receivables

Trade receivables arise from the sale of licenses or services that are within the ordinary course of business. Loans, trade

and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted

in an active market. If collection of the amounts is expected in one year or less, they are classified as current assets.

If not, they are presented as non-current assets. Trade receivables without a significant financing component are

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Impairment

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories,

contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such

indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from

continuing use that are largely independent of the cash inflows of other assets or Cash Generating Unit (CGU). Goodwill

arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the

synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in

use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any

goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata

basis.

Equity

For repurchases of own shares, the purchase price, including directly attributable costs, such as changes in equity, is

recorded. Own shares are presented as a reduction of equity. Gains or losses on transactions in own shares are not

recognized in the P&L. Transactions directly related to an equity transaction are recognized directly in equity net of tax.

Foreign currency

Transactions in foreign currency

Transactions in foreign currency are converted at the exchange rate on the transaction date. Monetary items in a

foreign currency are converted to NOK using the exchange rate at the balance sheet date. Non-monetary items

measured at the historical rate expressed in a foreign currency are converted into NOK using the exchange rate on the

transaction date. Non-monetary items measured at fair value expressed in a foreign currency are converted at the

exchange rate determined at the balance sheet date. Foreign currency differences are generally recognized in profit or

loss and presented within finance costs.

Foreign operations

Assets and liabilities in foreign companies, whose functional currency differ from the presentation currency, are

converted to NOK using the exchange rate from Central Bank of Norway (Norges Bank) at the balance sheet date.

Income and expenses from foreign companies are converted to NOK using the monthly average rate of exchange from

Central Bank of Norway (Norges Bank) (if the average is not a reasonable estimate of the cumulative effects of using

transaction rate, transaction rate is used). All resulting exchange differences are recognized in comprehensive income

and accumulated in the translation reserve in Other equity.

Government grants

The Group recognizes government grants that compensate the Group for expenses incurred in profit or loss as

reduction of costs on a systematic basis in the periods in which the expenses are recognized, unless the conditions for

receiving the grant are met after the related expenses have been recognized. In this case, the grant is recognized when

it becomes receivable. Grants are offset against the expenses the grant is meant.

Grant received related to assets is accounted for by deducting the grant from the carrying amount of the related asset/s

if there is reasonable assurance that they will be received, and the Group will comply with the conditions associated

with the grant. Grants are then credited to profit or loss on a straight-line basis over the expected lives of the related

assets.

The Group receives Government grants as part of the “Skattefunn” arrangement in Norway. “Skattefunn” is a

government tax benefit arrangement intended to stimulate research and development in Norway.

• There is “an economic relationship” between the hedged item and the hedging instrument.

• The effect of credit risk does not “dominate the value changes” that result from that economic relationship.

• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that

the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that

quantity of hedged item.

Hedges that meet all the qualifying criteria for hedge accounting are accounted for, as described below:

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, are

recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain

or loss relating to the ineffective portion is recognized immediately in the statement of profit or loss. Realised effects are

recognized through statement of profit or loss, in the same line as the hedge objects.

Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as hedging instruments in fair value hedges,

are recognized in the statement of profit or loss immediately, together with any changes in the fair value of the hedged

asset or liability that are attributable to the hedged risk.

Impairment of financial assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets may be impaired.

Financial assets are impaired when there is objective evidence that the Group is not likely to recover all the amounts in

connection with contractual terms related to loans and receivables. A financial asset carried at amortized cost is credit-

impaired when one or more events that have a detrimental impact on the estimated future cash flow of the financial

asset have occurred. Evidence that a financial asset is credit-impaired includes observable data as: significant financial

difficulty of the debtor, a breach in the contract, the probability of the debtor entering bankruptcy.

The Group recognizes loss allowance for expected credit losses (ECLs) on financial assets measured at amortized cost.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash

shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash

flows that the Group expects to receive).

Intangible assets

Goodwill

Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Goodwill

is recognized as the aggregate of the consideration transferred and the amount of any non-controlling interest and

deducted by the net of the acquisition- date amounts of the identifiable assets acquired, and the liabilities assumed.

Goodwill is not depreciated but is tested at least annually for impairment.

Contractual customer relationships

Contractual customer relationships that are acquired by the Group and have finite useful lives, are measured at cost

less accumulated amortization and any accumulated impairment losses. Amortization is recognized in profit or loss on

a straight-line basis over the asset’s estimated useful life. Amortization methods, useful lives and residual values are

reviewed at each reporting date and adjusted if appropriate.

Research & development

Expenditure related to research activities are expensed as incurred. Development expenditure is capitalized only if the

expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic

benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or

sell the asset. Otherwise it is recognized in profit or loss as incurred. Subsequent to initial recognition, development

expenditure is measured at cost less accumulated amortization and any accumulated impairment losses.

Expenses capitalized include material cost, direct wage costs and a share of directly attributable overhead costs.

Capitalized development costs are stated at acquisition cost minus accumulated depreciation and amortization.

Amortization is recognized in profit or loss on a straight-line basis over the asset’s estimated useful life. Amortization

methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration.

As a lessee, Crayon leases office premises, vehicles and equipment.

At commencement or on modification of a contract that contains a lease component, the Group allocates the

consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the

leases of property the Group has elected not to separate non-lease components and account for the lease and non-

lease components as a single lease component.

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset

is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments

made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle

and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease

incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the

end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease

term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-

of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as

those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any,

and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the

discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from external financing sources and

makes certain adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date.

• amounts expected to be payable under a residual value guarantee; and

the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an

optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early

termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a

change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate

of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of

whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease

payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the

right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to

zero.

The Group presents right-of-use assets and lease liabilities in separate lines in the statement of financial position.

The Group has elected to use the exemptions in the standard on short-term lease contracts and for lease contracts

where the underlying asset is of low value. These leases are recognized as other operating expenses in profit or loss.

Income tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any

adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or

receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to

income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current

tax assets and liabilities are only offset if certain criteria are met. Deferred tax is recognized in respect of temporary

differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts

used for taxation purposes. Deferred tax is not recognized for temporary differences arising on the initial recognition of

goodwill.

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the

related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent it has become

probable that future taxable profits will be available against which they can be used.

Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event,

it is probable (more likely than not) that Crayon will be required to settle the obligation, and a reliable estimate can be

made of the amount, taking into account the risks and uncertainties. The provision is measured as the present value of

the cash flows estimated to settle the obligation. Provisions are measured at best estimate, reviewed on each reporting

date and adjusted as necessary.

Contingent liabilities and assets

A contingent liability is a possible obligation that arises from a past event, with the resolution of the contingency

dependent on uncertain future events, or a present obligation where no outflow is probable. Major contingent liabilities

are disclosed in the financial statements unless the possibility of an outflow of economic resources is remote. Contingent

assets are not recognized in the financial statements.

Employee benefits

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount

expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past

service provided by the employee and the obligation can be estimated reliably.

Pensions

The Group operates defined contribution plans. A defined contribution plan is a pension plan under which the Group

pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further

contributions to the pension plan for benefits relating to employee service in the current and prior periods. The

contributions are recognized as payroll and related costs as incurred. Prepaid contributions are recognized as an asset

to the extent that a cash refund or a reduction in the future payments is available.

Share based compensation

Share options have been granted to management and selected key employees. Each share option allows for the

subscription of one share in Crayon Group Holding ASA at a future date at a predetermined strike price. Subscribing

normally requires continued employment. The fair value of the options is calculated when they are granted and

expensed over the vesting period. The fair value at grant date is determined using an adjusted form of the Black

Scholes Model, that takes into account the exercise price, the term of the option, the impact of dilution (where material),

the share price at the grant date, expected price volatility of the underlying share and risk free interest. For further

information, see Note 6.

The fair value of the options is calculated when they are allotted and expensed over the vesting period.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Principal/agent

Management has applied judgment in assessing the principal/agent considerations, see Note 2.3 for significant

judgments. Crayon may act as a principal or an agent in its contracts to sell software and cloud licenses. This depends

particularly on the primary responsibility for fulfilling the promise to provide the goods or services, inventory risk and

the entity’s discretion in establishing the price, all of which are relevant considerations under the guidance. When acting

as principal, Crayon assumes responsibility for the licenses delivered and the support provided to the customer in

connection with the sale and/or the subsequent license period. In addition, under such contracts, Crayon assesses that

other factors such as the ability to set prices and inventory risk support the conclusion that the Company is acting as

principal. Crayon acts as principal under most of its contracts to resell licenses.

Distinct licenses

Crayon has considered whether the sale of licenses and the corresponding services offered to the customers are distinct

and therefore represent different performance obligations. Under contracts where we combine license sale with our

value-added service (principal), Crayon assesses that these are not distinct. These value-added services can be defined

as advisory and know-how that ensures that the software meets with the customer’s defined criteria. The value-added

services are an integrated component of the performance obligation that exist towards the customer, since it provides

no “stand-alone” use to the customer and would therefore not be regarded as a distinct performance obligation. In

conclusion, Crayon provides the customer with a promise to perform, holds the power of disposition for the license rights

prior to the transfer and has full discretion in establishing the price.

Software and Cloud Economics

Crayon sells services related to process and tools for enabling clients to build in-house capabilities, license spend

optimisation and support for clients in vendor audits. The performance obligations related to these services are

satisfied over time, because the customer simultaneously receives and benefits from the services provided. Revenue is

recognized on a straight-line basis over the subscription period. Invoices are issued periodically, usually on a monthly

basis and payable within 14 to 30 days.

Consulting

Crayon provides cloud consulting and solution consulting services related to infrastructure, cloud migration and

deployment, bespoke software deployment and follow-up applications. Revenue is recognized when a customer can

obtain the benefits from the service which may be over time or on final delivery of a product or service depending on

the nature of the promise. Crayon assesses whether there are multiple performance obligations within each consulting

services contract and assesses revenue recognition accordingly. Invoices are issued once the performance obligation is

satisfied and usually payable within 14 to 30 days.

Contract balances

Contract asset is the right to consideration in exchange for goods or services to the customer. In cases where goods or

services are transferred to a customer before the consideration is charged, a contract asset is recognized for the earned

consideration that is conditional. There are no material contract assets on December 31, 2021 and 2020.

Contract liabilities is the obligation to transfer goods or services to the customer for which Crayon has charged

consideration from the customer. In cases where consideration is charged before any goods or services are transferred.

Contract liabilities are recognized as revenue when performance obligations are satisfied under the contract. There are

no contract liabilities on December 31, 2021 and 2020.

CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The application of accounting policies requires management to make judgements, estimates and assumptions in

determining the amount of certain assets, liabilities, income and expenses. Actual results may differ from these

estimates. Estimates, judgements and underlying assumptions are continually evaluated based on historical experience

and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Changes in accounting estimates are recognized in the period when the changes occurred, if they only apply to that

period. If the changes also apply to future periods, the effect will be distributed between the current period and future

periods. The following summarizes the assumptions and estimation uncertainties at 31 December 2021 that have a

significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities in the next financial

year.

Revenue from contracts with customers

Revenue recognition

Revenue from contracts with customers comprises revenue from sale of software and services, including software

licenses and value-added services and consulting. Revenue from customer contracts is recognized when the

performance obligation in the contract has been performed, either as “point in time” or “over time”. A performance

obligation is satisfied when control of the promised good or service is transferred to the customer at an amount that

reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Crayon has identified several types of contracts as described below. Timing of revenue recognition under each contract

or type of contract is determined by the timing of the transfer of promised goods and services to the customer. The

amount of revenue recognized reflects the amount of consideration to which Crayon is entitled for each performance

obligation.

Crayon considers whether there are other promises in the contracts that are separate performance obligations to which

a portion of the transaction price needs to be allocated. In determining the transaction price for sale of software and

cloud licenses with value-added services, the Group considers the effect of variable considerations, the existence of

significant financing components and consideration payable to the customer (if any).

Sale of software and cloud direct licenses

Crayon sells software and cloud licenses from software vendors to customers. The emphasis is towards standard

software which customers consistently use year after year, and which plays a key role in their technological platforms

and critical commercial processes. Crayon distinguishes between two types of software and cloud licenses:

Software and cloud - principal:

Such licenses are sold as a bundled with value-added services, which includes license advisory/optimisation, software

licence sales and access to Crayon’s proprietary tools and IP.

Software licenses

Revenue from sale of software licenses and value-added services is recognized point in time control transfers to the

customer and the performance obligation is satisfied. This is usually when the customer obtains the right to use the

license rights. Invoices are generated at that point in time and are usually payable within 14 to 30 days.

Cloud licenses

Revenue from the sale of cloud licenses and value-added services is recognized when control transfers to the customer

and the performance obligation is satisfied over time. This is usually when the customer obtains the right to access the

license rights. Invoices are issued periodically, usually on a monthly basis and payable within 14 to 30 days.

Under these contracts, Crayon acts as a principal and revenue is recognized gross with incentives and rebates from

vendors being reflected as a reduction in cost of sales.

Software and cloud - agent:

Under these contracts, Crayon acts as a reseller by providing a service of arranging for the software vendor to transfer

licenses to a customer. Thus, we do not control the specified license and do not assume responsibility for the licenses

towards the customer. Under such contracts, Crayon acts as an agent and recognises commission from the vendor as

revenue net of related costs.

Sale of software and cloud channel licenses

Crayon sells software and cloud channel licenses to hosters, system integrators and independent software vendors

(ISVs), which includes license advisory/optimisation, software licence sales and access to Crayon’s proprietary tools and

IP. Revenue from the sale of software and cloud channel license subscriptions is recognized point in time when control

transfers to the customer and the performance obligation is satisfied. This is usually when the customer obtains the right

to use the license rights. As this is sale of subscriptions, Crayon has several recurring performance obligations towards

the customer. Invoices are issued periodically, usually on a monthly basis and payable within 14 to 30 days. Under these

contracts, Crayon acts as principal and revenue is recognized gross with any incentives and rebates from vendors being

reflected as a reduction in cost of sales.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 3 Segment information

The group regularly reports operating revenue, gross profit and adjusted EBITDA in functional operating segments and

geographical market clusters to the Board of Directors (the group’s chief operating decision makers). While Crayon uses

all three measures to analyse performance, the Group’s strategy of profitable growth means that adjusted EBITDA is the

prevailing measure of performance. Operating segments are reported in the consolidated financial statements in the

same manner as internal reporting to the chief operating decision makers. In the segment reporting, the elimination of

internal profit on sales between the various segments is presented separately.

The operating units that form a natural reporting segment are Software & Cloud Direct, Software & Cloud Channel,

Software & Cloud Economics and Consulting in addition Admin/Eliminations (Administration & Shared Services and

Eliminations). The Group resources are organised according to both the products or services below and the different

geographical areas the Group operate into.

• Software & Cloud Direct is Crayon’s licence offering from software vendors (e.g Microsoft, Adobe, Symantec, Citrix,

Vmware, Oracle, IBM and others). The emphasis is towards standard software, which customers consistently use year

after year, and which plays a key role in their technological platforms and critical commercial processes.

• Software & Cloud Channel is Crayon’s offering towards hosters, system integrators and ISVs, which includes licence

advisory/optimization, software licence sales and access to Crayons proprietary tool and IP.

• Software & Cloud Economics services include processes and tools for enabling clients to build in-house SAM (SAM:

Software Asset Management) capabilities, licence spend optimization and support for clients in vendor audits.

• Consulting consists of cloud consulting and solutions consulting services related to infrastructure consulting, cloud

migration and deployment, bespoke software deployment and follow-up of applications.

• Admin & shared services includes administrative income and costs, corporate administrative costs (excluding other

income and expenses), unallocated global share costs and eliminations.

• The market clusters are composed of operating countries in the different geographical areas.

Nordics is composed of Norway, Sweden, Denmark, Finland and Iceland. Europe is composed of Austria, Switzerland,

Germany, Netherlands, Spain, France, Portugal, United Kingdom, Bulgaria, Macedonia, Serbia, Russia, Romania, Czech

Republic, Poland, Latvia and Ukraine. APAC & MEA is composed of India, Malaysia, Philippines, Singapore, United Arab

Emirates, Sri Lanka, Mauritius, Australia, South Africa, Saudi Arabia, Indonesia, New Zealand, Thailand, Hong Kong,

Japan and South Korea. US represents the post-closing financial contributions from the Anglepoint Group Inc. and

Software Wholesale International Inc. acquisitions, as well as Crayon Software Experts LLC. HQ & Eliminations includes

corporate admin costs (excluding other income and expenses), unallocated global shared cost and eliminations.

Operating revenue from the operating segments Software & Cloud Economics and Consulting are recognized over time

as explained under IFRS accounting principles in Note 2. Operating revenue from the operating segments Software &

Cloud Direct and Software & Cloud Channel are recognized point in time for software licenses and over time for cloud

licenses, see Note 2 for additional information.

The Group has no individual customer contributing on 10% or higher to the total revenue.

Impairment of non-financial assets

Goodwill has an indefinite useful life and is tested annually for impairment. Assets that are subject to amortization are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable. The assessment of impairment for 2021 is based on management assumptions using best estimates with

regard to future cash flows and discount rates.

Credit risk and trade receivable recoverability

Crayon operates in many jurisdictions and is increasing its presence in growth markets outside of the Nordic region.

Management makes assessments of credit risk and updates its estimates of losses and the corresponding provision

for outstanding receivables on a regular basis. Crayon measures the 12-month expected credit losses based on the

historical data of realized credit losses in the Group. In addition, Crayon incorporates additional credit risk premium

based on geographical analysis and other statistic information on country risk.

Deferred tax

Deferred tax assets are recognized for unused tax losses to the extent that it is probable the taxable profit will be

available which the loses can be utilized. Judgement is required to determine the amount of deferred tax assets that can

be recognized, based upon the likely timing and the level of future taxable profits.

Revenue recognition

For software and cloud license arrangements bundled with value-added services (direct business), the assessment

whether the Group acts a principal, or an agent is judgmental and requires careful consideration of the individual

factors in reaching a conclusion. Management determined that Crayon is the principal with respect to such

arrangements as the license and value-added service offering is not distinct within the context of the contract.

Management concluded that Crayon controls the specified license and service before it is transferred to the customer,

since Crayon is primary responsible for fulfilling the performance obligation to the customer. Accordingly, Crayon

ensures compatibility of software licenses and services to customer requirements. Additionally, Crayon has the

discretion to set the prices for the specified software license or bundled software service. To support this conclusion and

ensure consistency in financial reporting, management has verified that the assessment and conclusion is in line with

Crayon’s peers in the software reseller industry. By contrast, in arrangements where Crayon does not have control over

the traded software license (i.e. indirect business), it qualifies as an agent.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Segment information 2020

Software & Cloud Services

(In thousands of NOK)

Software &

Cloud Direct

Software

& Cloud

Channel

Software

& Cloud

Economics Consulting

Admin/

eliminations Total

Operating revenue

Nordics 5 210 278 1 594 795 139 446 861 514 13 899 7 819 932

Europe 3 550 239 1 028 488 120 769 72 654 2 270 4 774 420

APAC & MEA 2 728 601 1 387 815 47 340 84 285 4 796 4 252 838

US 1 443 537 1 370 529 219 231 23 725 759 3 057 780

HQ - 62 - 53 53 915 54 029

Eliminations - - - - (359 544) (359 544)

Operating revenue 12 932 655 5 381 689 526 785 1 042 231 (283 905) 19 599 455

Gross profit

Nordics 443 534 139 087 109 256 538 966 4 614 1 235 457

Europe 264 465 78 288 102 257 47 815 3 663 496 488

APAC & MEA 132 603 76 903 36 061 51 473 6 661 303 700

US 71 203 26 245 202 254 17 796 985 318 483

HQ - 4 688 353 (533) 58 405 62 913

Eliminations - - - - (72 257) (72 257)

Gross profit 911 805 325 211 450 181 655 516 2 071 2 344 785

Operating expenses 505 010 188 493 408 124 556 066 305 678 1 963 371

EBITDA 406 795 136 718 42 056 99 450 (303 606) 381 414

Depreciation and amortization 140 302

Net financial income and expenses (47 460)

Net income before tax 193 652

Adjustments - - - - 31 488 31 488

Adjusted EBITDA 406 795 136 718 42 056 99 450 (272 118) 412 902

Year to date ended

31 December

(In thousands of NOK) 2021 2020

Assets per market cluster

- Nordics 3 669 498 3 052 220

- Europe 1 624 811 1 501 192

- APAC & MEA 5 682 118 1 614 933

- US 1 028 482 742 553

- HQ/eliminations (713 293) (596 271)

Total 11 291 616 6 314 626

Segment information 2021

Software & Cloud Services

(In thousands of NOK)

Software &

Cloud Direct

Software

& Cloud

Channel

Software

& Cloud

Economics Consulting

Admin/

eliminations Total

Operating revenue

Nordics 6 779 500 1 810 677 141 444 1 190 387 3 343 9 925 351

Europe 5 299 043 1 276 037 146 677 110 829 3 280 6 835 866

APAC & MEA 4 233 682 2 054 326 93 464 184 712 3 789 6 569 972

US 1 823 285 1 384 699 267 397 62 833 972 3 539 185

HQ (0) - - 1 012 64 428 65 440

Eliminations - - - - (497 483) (497 483)

Operating revenue 18 135 510 6 525 739 648 982 1 549 772 (421 672) 26 438 331

Gross profit

Nordics 494 448 153 409 118 543 746 289 3 620 1 516 311

Europe 322 810 94 788 124 127 91 210 4 043 636 978

APAC & MEA 192 238 166 577 46 001 82 316 4 495 491 626

US 100 199 30 707 240 921 44 414 972 417 213

HQ (0) 116 - (18) 65 255 65 353

Eliminations - - - - (87 733) (87 733)

Gross profit 1 109 695 445 598 529 592 964 212 (9 349) 3 039 747

Operating expenses 559 146 195 948 445 263 795 137 453 279 2 448 774

EBITDA 550 549 249 649 84 329 169 075 (462 628) 590 973

Depreciation and amortization 174 543

Share of results from associates 1 172

Net financial income and expenses (112 158)

Net income before tax 303 101

Adjustments - - - - 63 926 63 926

Adjusted EBITDA 550 549 249 649 84 329 169 075 (398 703) 654 899

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 6 Share options

Share options

There are two share option programs, one granted in relation to the IPO (IPO Share incentive scheme) and one share-

based incentive scheme implemented in 2020 to general managers and to executive mangement (Management share

option programs). In 2021 also a share grant program is implemented for general managers (General manager share

grant program). The management share option program and share grant program include both employment and

performance vesting conditions. Each share option allows for the subscription of one share in Crayon Group Holding

ASA. The fair value of the options and share grant is calculated at grant date and expensed over the vesting period.

In 2021, executive management were allotted 400 thousand share options.

Exercised options

In December 2021, 75 thousand options related to IPO Share incentive scheme were exercised. Share price at date of

excercise was NOK 183.50. Exercise of options do not affect the option cost recognized.

Employee share purchase program (ESPP)

There are two employee share purchase programs, where all employees in the Company and its subsidiaries in which

an offer could be lawfully made, have been offered to participate. First offer was given in Q4 2019 (ESPP 2019) and a

second offer in Q4 2020 (ESPP 2020). The subscription price was equal to 3-month average share price at the start of

the subscription period with a 20% discount. The employees have been offered to subscribe for amounts between NOK

10 000 to NOK 100 000 (all amounts including the 20% discount). In aggregate, 407 and 533 employees participated in

the ESPP 2019 and ESPP 2020, respectivily. Additional bonus shares will be granted to employees participating in the

ESPP and remaining employed by Crayon by the end of the lock-up period. One bonus share will then be granted for

every third share subscribed for under the program. The bonus shares vest over two years. The fair value of the shares is

calculated at grant date and expensed over the vesting period.

Released shares

In December 2021, the bonus shares related to ESPP 2019 program were released. A total of 333 thousand bonus shares

were released to employees participating in the program. Share price at date of release was NOK 183.50. Release of

bonus shares do not affect the option cost recognized.

Fair value

The fair value at grant date is determined using an adjusted form of the Black Scholes Model, which considers the

exercise price/subscription price, the term of the option/lock-up, the impact of dilution (where material), the share price

at the grant date, expected price volatility of the underlying share and risk-free interest. For the IPO Share incentive

scheme, the expected volatility is based on historical volatility for a selection of comparable listed companies. For the

remaining programs, the expected volatility is based on historical volatility for listed Crayon shares from November 8,

2017 up until the grant date. Risk free interest is based on treasury bond with same maturity as the option program. The

variables used are displayed in the table "Variables" on the next page.

NOTE 4 Payroll and other income and expenses

(In thousands of NOK) 2021 2020

Payroll expenses

Wages and salaries 1 633 684 1 328 951

Social security 222 996 185 851

Pension expenses 85 595 61 475

Other benefits 125 570 109 352

Payroll expenses 2 067 845 1 685 629

Average number of full time employees (unaudited) 2 318 1 727

Women (unaudited) 32.0% 30.0%

Pensions

Crayon Group companies have pension schemes that satisfy the provisions of mandatory occupational pensions, for all

employees. These are defined contribution schemes with a total pension cost of NOK 85.6m in 2021 (2020: NOK 61.5m).

The Group obligations are limited to the annual contributions to the scheme.

Forgivable loan

Crayon has received forgivable loans in US, assessed according to IAS 20 on terms of government grant. Loan

amounting to NOK 14m is fully forgiven as of December 31, 2021 (NOK 18m as of December 31, 2020) and recognized as

a cost reduction in the profit or loss statement in 2021. Cost reduction related to the fully forgiven loan is recognized as

Other income and expenses in the profit or loss statement.

NOTE 5 Audit fee

(In thousands of NOK) 2021 2020

Expensed audit fee (excl VAT), parent company

Audit fee 2 694 2 609

Other assurance services 29 555

Other non-audit services 123 130

Total 2 846 3 294

Expensed audit fee (excl VAT), consolidated

Audit fee 8 041 6 534

Other assurance services 275 737

Other non-audit services 2 029 597

Total 10 346 7 868

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Allotment of share options

Share options

start of period

Allocated

share options

Forfeited

share options

Exercised

share options

Released

Average

excercise price

Remaining

share options

Exercisable share options

at the end of the period

Share incentive scheme (IPO) 425 000 - - (75 000) - NOK 15.50 350 000 350 000

Management share option program - GM and Ext.mng 1 443 704 733 601 (396 680) - - NOK 53.60 1 780 625 597 967

Management share grant program - 101 200 - - - - 101 200 -

ESPP 2019 - bonus shares 379 185 - (46 062) - (333 123) NOK 1 - -

ESPP 2020 - bonus shares 142 535 - (1 794) - - NOK 1 140 741 -

Total 2 390 424 834 801 (444 536) (75 000) (333 123) 2 372 566 947 967

(In thousands of NOK) Fair value Strike price Grant date Earnings date Expiry date Latest exercise schedule

Share incentive scheme (IPO) 5 707 NOK 15.50 Oct. 2017 Oct. 2018- Oct. 2020 Oct. 2022 NA

Management share option program - GM and Ext.mng 47 845 NOK 53.60 Jan. 2020 Dec. 2021 - Dec. 2023 Dec. 2025 NA

General manager share grant program 11 982 - Jan. 2021 March 2022 - March 2024 Jan. 2027 NA

ESPP 2019 - bonus shares 14 155 NOK 1 Dec. 2019 Dec. 2021 Dec. 2021 NA

ESPP 2020 - bonus shares 11 299 NOK 1 Nov. 2020 Nov. 2022 Nov. 2022 NA

Total 90 988

Variables

Share incentive

scheme (IPO)

Management share option program

- General managers and Executive management

General management

share grant program ESPP 2019 ESPP 2020

Number of share options allotted 1.92m options 1.8m options - - -

Exercise price NOK 15.50 NOK 53.60 - - -

Term of the option 5 years 5 years - - -

Volatility 0.26 0.45 - 0.50 0.50

Risk-free rate 0.41%-1.44% 1.38% - 1.28% 0.18%

Share price at grant date NOK 15.50 NOK 53.60 NOK 118.40 NOK 52.00 NOK 112.40

Numbers of shares allotted - - Maximum 0.1m shares (estimate) 1.23m shares 0.5m shares

Subscription price - - - NOK 30.00 NOK 85.90

Lock-up period - - 0-2 years 2 years 2 years

Cost related to share based compensation as displayed in the table below includes employee social security tax.

(In thousands of NOK) 2021 2020

Share incentive scheme (IPO) 4 488 21 648

Employee share purchase program 2019 and 2020 12 320 10 369

Management share option and share grant program 2020 and 2021 38 195 16 667

Total 55 002 48 684

As of 31.12.2021, the following primary insiders currently holds options: Number of share options

Melissa Mulholland (CEO) 300 000

Jon Birger Syvertsen (CFO) 200 000

Bente Liberg (COO) 200 000

Gudmundur Adalsteinson (CSO) 100 000

Eivind Roald (Board member) 100 000

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 7 Equipment and right-of-use assets

Tangible assets 2021

Equipment Right-of-use assets

(In thousands of NOK)

IT systems and

equipment

Office furnishings,

fixtures and cars Total

Leased

premises

Other

leased items Total

Acquisition cost 01.01.2021 73 742 55 615 129 357 164 301 13 094 177 395

Additions 21 483 7 923 29 406 28 852 2 599 31 450

Additions from business combinations 84 240 14 988 99 228 29 087 - 29 087

Disposals (8 621) (9 987) (18 608) - - -

Acquisition cost 31.12.2021 170 843 68 540 239 383 222 240 15 693 237 932

Accumulated depreciation 01.01.2021 56 291 34 992 91 283 54 554 7 390 61 944

Depreciation 16 514 7 809 24 323 39 498 5 102 44 600

Depreciation from business combinations 70 629 10 338 19 843 - 19 843

Disposals (9 225) (8 795) (18 020) - - -

Accumulated depreciation 31.12.2021 134 210 44 344 178 554 113 895 12 492 126 386

Net value per 31.12.2021 excl currency translation 36 634 24 196 60 829 108 345 3 201 111 546

Currency translation (331) (745) (1 076) 3 314 98 3 412

Net value per 31.12.2021 incl. currency translation 36 302 23 451 59 753 111 659 3 299 114 958

Depreciation period 1-5 years 1-5 years 1-12 years 1-12 years

Depreciation method Linear Linear Linear Linear

Tangible assets 2020

Equipment Right-of-use assets

(In thousands of NOK)

IT systems and

equipment

Office furnishings,

fixtures and cars Total

Leased

premises

Other

leased items Total

Acquisition cost 01.01.2020 59 289 50 019 109 308 132 880 11 855 144 735

Additions 15 971 5 607 21 578 31 421 1 239 32 660

Additions from business combinations - - - - - -

Disposals (1 519) (11) (1 530) - - -

Acquisition cost 31.12.2020 73 742 55 615 129 357 164 301 13 094 177 395

Accumulated depreciation 01.01.2020 43 927 30 389 74 316 23 535 2 909 26 444

Depreciation 2020 13 970 4 608 18 579 31 019 4 481 35 500

Disposals (1 606) (6) (1 612) - - -

Accumulated depreciation 31.12.2020 56 291 34 992 91 283 54 554 7 390 61 944

Net value per 31.12.2020 excl currency translation 17 450 20 624 38 074 109 747 5 705 115 451

Currency translation 29 522 551 4 372 227 4 599

Net value per 31.12.2020 incl. currency translation 17 479 21 145 38 624 114 119 5 932 120 051

Depreciation period 1-5 years 1-5 years 1-12 years 1-12 years

Depreciation method Linear Linear Linear Linear

Lease agreements

The total cash outflow for leases for 2021 amounted NOK 54m.

The lease agreements do not impose any covenants. The weighted average discounted on lease liabilities is 7%.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 9 Goodwill

Goodwill

(in thousands of NOK) 2021 2020

Acquisition cost 01.01 960 450 938 858

Additions 2 134 174 18 537

Currency translation 13 151 3 055

Acquisition cost 31.12 3 107 775 960 450

Impairment 01.01 109 517 109 517

Impairment - -

Accumulated impairment 31.12 109 517 109 517

Net value 31.12 2 998 258 850 933

The group tests goodwill for impairment annually (at year-end) by determining the recoverable amount. The

recoverable amount of the cash generating units (CGU), which is based on the higher of the value in use or fair value

less costs of disposal, has been derived from discounted forecast cash flow models. These models use several key

assumptions, including estimates of future sales volumes and operating costs, terminal value growth rates and the

weighted-average cost of capital (WACC).

Based on the value-in-use calculation, the estimated recoverable amount exceeds the carrying amount with a

significant headroom for most CGU’s. No impairment losses are recognized during 2021.

In connection with the impairment testing of goodwill, sensitivity analysis has been carried out. The sensitivity analysis

has tested changes in WACC, gross profit, net working capital and EBITDA margins. The estimates used to determine

future cash flows and WACC when calculating value in use are subject to uncertainty. The assumptions are described

below:

Budget and forecast period

The basis for the projection of the future cash flows estimated is based on the financial budget of one year. The budget

in combination with the forecasts represent management’s best estimate of the range of economic conditions that will

exist over the remaining useful life of the asset. Previous year budgets are tested for reliability and adjusted in case

of underperformance. The remaining four years of the forecast period are estimated based on budget and projected

performance.

Local currency and FX rates

All CGU’s forecasted projections are done using the functional currency of the CGU.

Growth rate

Growth rate is represented by five-year CAGR (Compound Annual Growth Rate), which is defined as the average

annual gross profit growth over a five-year forecasting period. Average rates of growth in operating revenue and gross

profit are based on management’s expectations of future conditions in the markets in which the business operates.

EBITDA margins

EBITDA margins are based on the volume/margins achieved historically, adjusted for expected future developments in

market conditions.

WACC

Future cash flows are discounted to present value using a discount rate based on a calculation of a weighted average

cost of capital (WACC). The Group pre-tax WACC is based on average interest rate applied by management and

adjusted for country specific risks where necessary.

NOTE 8 Intangible assets

Intangible assets 2021

(In thousands of NOK)

Software

licenses (IP)

Development

costs Contracts

Technology

and software Total

Acquisition cost 01.01.2021 8 769 316 823 401 684 67 741 795 017

Additions - 57 960 - - 57 960

Additions from business combinations - 266 582 563 143 621 726 450

FX translation (9) 11 081 1 953 (2 778) 10 248

Acquisition cost 31.12.2021 8 760 386 130 986 201 208 585 1 589 675

Amortization and impairment 01.01.2021 6 554 228 067 341 305 49 226 625 152

Amortization 265 59 704 35 844 9 807 105 620

Amortization from business combinations - 194 10 220 50 065 60 479

Accumulated amortization and

impairment 31.12.2021 6 820 287 965 387 370 109 098 791 252

Net value 31.12.2021 1 940 98 165 598 831 99 487 798 424

Amortization period 0-5 years 3-10 years 5-10 years 3-10 years

Amortization method Linear Linear Linear Linear

In 2021, the total capitalised development costs of NOK 58m consist of NOK 46.1m from capitalised internal hours and

NOK 11.8m from capitalised external operating expenses. Total non-capitalised development costs amounted to NOK 1m

relating to the Norwegian SkatteFUNN projects.

Intangible assets 2020

(In thousands of NOK)

Software

licenses (IP)

Development

costs Contracts

Technology

and software Total

Acquisition cost 01.01.2020 7 421 262 269 385 797 67 600 723 088

Additions 1 366 54 603 7 454 - 63 424

Additions from business combinations - - 5 262 - 5 262

FX translation (18) (50) 3 171 141 3 244

Acquisition cost 31.12.2020 8 769 316 823 401 684 67 741 795 017

Amortization and impairment 01.01.2020 6 421 175 718 315 987 40 803 538 929

Amortization 133 52 349 25 318 8 423 86 224

Accumulated amortization and

impairment 31.12.2020 6 554 228 067 341 305 49 226 625 152

Net value 31.12.2020 2 215 88 756 60 379 18 515 169 865

Amortization period 0-5 years 3-10 years 5-10 years 3-10 years

Amortization method Linear Linear Linear Linear

In 2020, the total capitalized development costs of NOK 54.6m consist of NOK 33.3m from capitalized internal hours and

NOK 21.3 m from capitalized external operating expenses. Total non-capitalized development costs amounted to NOK

6.1m relating to the Norwegian SkatteFUNN projects.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 10 Financial income and expenses

(In thousands of NOK) 2021 2020

Financial income

Interest income from bank deposits 12 659 3 262

Interest swap income - 3 727

Interest income from accounts receivable 1 289 1 460

Total interest income 13 948 8 449

Foreign currency gain¹ 1 236 801 463 134

Other financial income 1 979 -

Other financial income 1 238 779 463 134

Total financial income 1 252 727 471 584

(In thousands of NOK) 2021 2020

Financial expenses

Interest expense credit institutions 24 432 17 311

Interest swap expense - 26

Interest leases 11 430 10 383

Interest bond loan 47 205 13 405

Total interest expense 83 067 41 125

Foreign currency loss¹ 1 247 996 455 150

Other financial expenses 33 821 22 770

Total other financial expenses 1 281 818 477 920

Total financial expenses 1 364 885 519 044

¹ Foreign currency gain/loss is presented in the note on a gross basis. In the Consolidated Statement of Profit or Loss

1.1-31.12 foreign currency is presented net.

Sensitivity

At December 31, 2021, the Group’s value in use for each CGU was significantly higher than the carrying amount of tested

goodwill and intangible assets with indefinite useful lives, except for Crayon UK which was partially impaired during

2019 and Crayon SG. The calculation is most sensitive to changes in EBITDA and Gross profit (GP) margins. Reductions in

both EBITDA and GP margins by 15 percent will only indicate impairment losses for Kryptos Tech (IN) and for Crayon SG

of about NOK 5m and NOK 2.8m respectively.

Goodwill split by CGU

2021

5 year

sales CAGR

assumption

Pre-tax

WACC

assumption 2020

5 year

sales CAGR

assumption

Pre-tax

WACC

assumption

Licensing Norway

270 705 10.4% 9.1% 267 967 8.4% 8.8%

Consulting Norway

164 729 12.7% 9.1% 152 451 8.1% 8.8%

Puzzlepart 7 172 22.4% 9.1% 5 927 18.0% 8.8%

Licensing Sweden

52 991 10.3% 9.1% 52 991 8.2% 8.8%

Crayon Denmark

84 954 12.5% 9.1% 96 451 9.4% 8.8%

Crayon Finland

47 623 10.0% 9.1% 47 623 16.2% 8.8%

Crayon Germany

15 948 20.0% 9.1% 15 948 18.4% 8.8%

Crayon UK (Fast PPA) 43 326 17.9% 8.3% 42 385 9.3% 8.0%

Kryptos Networks 22 597 23.6% 11.0% 22 284 22.2% 12.1%

Angelpoint (Anglepoint PPA) 79 722 19.4% 9.1% 72 635 16.7% 8.8%

Crayon US

10 504 53.7% 9.1% 8 258 55.9% 8.8%

Kryptos Technologies (India)

5 055 175.0% 11.0% 3 326 100.0% 12.1%

Crayon SG (Tribal Knowledge PPA)

2 873 86.8% 9.1% 2 846 196.4% 8.8%

Complit AS (Norway)

3 810 11.9% 9.1% 3 810 26.2% 8.8%

Sequint BV (the Netherlands)

21 136 4.8% 9.1% 40 422 30.4% 8.8%

Navicle

15 189 (1.9%) 9.1% 15 610 44.7% 8.8%

Sensa (acquired 2021) 77 342 24.6% 9.1% - - -

rhipe (acquired 2021) 2 072 583 9.0% 10.1% - - -

Total 2 998 258 850 933

Inmeta Crayon PPA

Software Wholesale International PPA

These are related to acquisitions from 2018 and 2019

Related Navicle Pte Ltd (Australia) acquisition in 2020

Consulting Norway includes Goodwill acquired in 2020 of NOK 2.7m (Techstep AS business unit).

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 12 Tax

Net income tax expense consists of the following:

Tax expense

(In thousands of NOK) 2021 2020

Income tax on net profit 116 927 87 281

Change in deferred taxes (67 773) (20 460)

Total 49 155 66 821

The income tax expense differs from the amounts computed when applying the Norwegian statutory tax rate to income

before income taxes as a result of the following:

Reconciliation of tax charge

(In thousands of NOK) 2021 2020

Net income before income tax expense 303 101 193 652

Norwegian statutory rate 22% 22%

Provision for income taxes at statutory rate 66 682 42 603

Increase (decrease) in income taxes from:

Effect of tax rates other than statutory tax rate in Norway 543 3 848

Permanent differences/unrecognized deferred tax assets (18 070) 20 370

Total income tax expense 49 155 66 821

NOTE 11 Earnings per share

The Group’s earnings per share are calculated as:

(In thousands of NOK) 2021 2020

Net income 253 947 126 831

Non-controlling interests 27 020 6 336

Owners of Crayon Group Holding ASA 226 926 120 495

Weighted average number of ordinary shares (basic)

Issued ordinary shares at 1 January 81 688 76 624

Effect of shares issued June 2020 - 2 655

Effect of shares issued Nov 2020 - 52

Effect of shares issued Jan 2021 1 487 -

Effect of shares issued April 2021 513 -

Effect of shares issued Nov 2021 445 -

Effect of shares issued Jan 2021 26 -

Effect of own shares held (10) (10)

Weighted average number of ordinary shares (basic) at 31 December 84 150 79 321

Basic earnings/(loss) per share (NOK) 2.70 1.52

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares (basic) 84 150 79 321

Effect of share options on issue 1 820 1 950

Weighted average number of ordinary shares (diluted) at 31 December 85 970 81 271

Diluted earnings/(loss) per share (NOK) 2.64 1.48

Number of outstanding ordinary shares per 01.01 81 687 519 76 624 064

Number of outstanding ordinary shares per 31.12 88 061 823 81 687 519

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 13 Accounts receivable

Accounts receivables relate to the sale of licenses or services that are within the normal operating cycle. If the

settlement is expected within one year or less, the receivable is classified under current assets. If exceeding more than

one year, the receivable is classified under non-current receivables.

Receivables outstanding

(In thousands of NOK) 2021 % 2020 %

Not due 3 278 338 73% 2 659 372 78%

1–30 days overdue 700 102 16% 388 450 11%

30–60 days overdue 199 560 4% 135 093 4%

60–90 days overdue 101 259 2% 65 661 2%

90–120 days overdue 121 793 3% 43 229 1%

More than 120 days overdue 91 915 2% 101 615 3%

Closing balance 31.12 4 492 969 3 393 421

Allowance for doubtful accounts in the balance sheet

(In thousands of NOK) 2021 2020

Opening balance 01.01 52 492 30 113

Additions from acquisitions 15 223 -

Currency translation 1 163 (2 575)

Net (reversal) / allowance 16 744 24 954

Closing balance 31.12 85 623 52 492

Profit or loss effect of bad debt

(In thousands of NOK) 2021 2020

Realised losses 10 042 11 676

Allowance for doubtful accounts

16 744 24 954

Net accounting losses on receivables 26 786 36 630

Reported as other operating expenses in profit or loss

The Group has historically recognized few losses on receivables. Regarding credit risk please see Note 19.

The Group has applied the IFRS 9 simplified approach to trade receivables with no significant financing component. The

analysis is performed on each subsidiary by determining appropriate groupings, considering estimated future macro-

economic factors and adjusting historical loss rates for current and forward-looking information.

The conclusion is that there are minor losses historically, which is also expected going forward taken into consideration

forward looking information. However, the cyclical business model with high volumes, some major clients and some

countries where there are higher acceptance for longer repayments indicates caution and higher provisions.

The current provision is in accordance with IFRS 9 and assessed to be best estimate when taking into consideration a

cautious approach. (See Note 2 regarding further information of IFRS 9).

In 2018 Crayon finalized a non-recourse factoring agreement with BNP. This has been implemented for a set of

customers in Norway and in Denmark. As of December 31, 2021, accounts receivables are reduced with NOK 282m

(2020: NOK 165m) compared to a situation without the factoring agreement.

The factoring agreement reduces the credit risk for Crayon, as the credit risk is transferred to BNP when customer

invoices are sold to BNP.

The tax effects of the Group’s temporary differences are as follows:

Basis for recognized deferred tax assets

(In thousands of NOK) 2021 2020

Current assets 59 780 2 467

Fixed assets 19 273 27 887

Interest limitation 5 138 5 138

Provision 85 677 43 610

Non-current debt (11 630) 1 654

Tax losses carried forward 171 755 75 815

Total basis for recognized deferred tax assets 329 993 156 571

Deferred tax asset 81 201 35 458

Basis for recognized deferred tax liabilities

(In thousands of NOK) 2021 2020

Current assets 16 566 270

Purchase price allocations (intangible assets) 479 999 67 172

Fixed assets 10 400 3 973

Non-current liabilities - 410

Total basis for recognized deferred tax liabilities 506 965 71 825

Deferred tax liabilities 135 021 21 505

The Group recognises deferred tax assets when it is probable that future tax profits will be available to be utilized

against existing tax losses carried forward. Based on past experince, future taxable profit supporting the recognized

deferred tax assets is assessed as probable.

The basis for the Group’s total unrecognized tax assets as of December 31, 2021, is NOK 139m.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 15 Equity

Crayon group Holding ASA has 88 071 987 issued shares at a nominal value of NOK 1 (December 31, 2020; 81 687 519

shares at nominal value of NOK 1).

In 2021 the company increased the share capital with 6 384 468 shares at nominal value of NOK 1. Each share gives

right to one vote.

The total share capital amounts to NOK 88 071 987.

Transction costs accounted as of deduction of equity amounts to NOK 16.9m.

Reconciliation of of the number of shares as follows:

Ordinary shares Treasury shares Total

2021 2020 2021 2020 2021 2020

Issued at 1 January 81 688 76 624 (10) (10) 81 678 76 614

Issued for cash 3 685 5 063 - - 3 685 5 063

Issued for acquisition of Sensa 700 - - - 700 -

Exercised shares options and bonus shares 2 000 - - - 2 000 -

Issued December 31, 2021 - fully paid 88 072 81 688 (10) (10) 88 062 81 677

The company owns 10 100 of its own shares to facilitate management of employee share purchases.

The General Meeting on April 16, 2021 authorized the board of directors to increase the share capital in three different

settings. All three authorizations are valid until the earlier of Crayon’s annual general meeting in 2022 and June 30, 2022.

In relation to the Company’s incentive schemes, the Board is granted an authorization to increase the Company’s share

capital with up to NOK 4 996 754, provided however that the authorization cannot be used for an amount in excess of

6.0% of the Company’s share capital.

In connection with acquistions, etc. The Board is granted an authorization to increase the Company’s share capital with

up to NOK 8 327 923, provided however that the authorization cannot be used for an amount in excess of 10.0% of the

Company’s share capital.

The board of directors is granted an authorization to, on behalf of the Company, to repurchase treasury shares with

a total nominal value of NOK 8 327 923, corresponding to 10% of of the Company’s share capital at the time of the

approval. The maximum amount to be paid per share is NOK 250 and the minimum is NOK 1.

In accordance with the company’s Articles of Association, the number of shares is the same as the number of ordinary

shares issued and fully paid-up.

NOTE 14 Cash & cash equivalents

NOK 72.3m of the total bank deposits as of December 31, 2021, is restricted cash. As of December 31, 2020, restricted cash

was NOK 93.7m. Restricted cash consists both of employee taxes withheld and cash as collateral for bank guarantees.

Further information regarding liquidity reserve is shown in detail in note 18.

Free available cash: Cash and cash equivalents less restricted cash

Liquidity reserve: Free available cash and available credit facilities

Available credit facility: Credit facility less guarantees

(In thousands of NOK) 2021 2020

Cash & cash equivalents 1 216 618 1 394 120

Restricted cash (72 261) (93 676)

Free available cash 1 144 357 1 300 444

Available credit facility 847 786 281 869

Liquidity reserve 31.12 1 992 143 1 582 313

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 16 Interest bearing debt and derivatives

In November 2019, the company successfully completed the issuance of a NOK 300m senior unsecured bond, with a

NOK600m borrowing limit.

The bonds have a floating coupon rate of 3 months NIBOR + 350 bps. p.a.(CRAYON 03). Any outstanding bonds is to be

repaid in full at maturity date.

The net proceeds from the bond issue was used to refinance CRAYON02 in November 2019, with a total principal of

NOK450m at a coupon of 3 months NIBOR +550bps. p.a.

On July 1, 2021 Crayon issued a NOK 1 800m 4-year senior unsecured floating rate bond issue with a coupon of 3 months

NIBOR + 375bps. This was settled July 15, 2021 and is presented as non-current interest-bearing debt.

In consideration of the refinancing mentioned above, the group also increased its revolving credit facility from NOK

350m to NOK 1 000m in October 2021. Transaction costs of NOK ~29m related to the bond issue and RCF are amortized

over the lifetime of the loans.

The outstanding bond principal (NOK) was up to April 2020 hedged against the relevant currencies comprising the

underlying cash flow of the company. The currency swap was realised in April 2020 and a realised currency loss of NOK

13.7m was recognized in profit or loss.

The group terminated all hedging derivatives during 2020 and has not entered new heding instruments during 2021

linked to the bond loan.

Total interest bearing debt liabilities as of 31.12:

2021 2020

(In thousands of NOK) Non-current Current Total Non-current Current Total

Bond principal 1 800 000 300 000 2 100 000 300 000 - 300 000

Amortization cost

(28 948) - (28 948) (4 785) - (4 785)

Lease liabilities

87 164 39 064 126 228 95 340 31 230 126 570

Forgivable loan

- - - 2 283 11 175 13 457

Other current interest bearing debt - 113 311 113 311 - 64 710 64 710

Total financial liabilities 1 858 216 452 375 2 310 591 392 837 107 115 499 951

Amortization cost are capitalized and recognized in Profit or loss over the lifetime of the bond. Carrying amount of the

non current bond loan and the current bond loan will be equal to principal amounts of NOK 1 800m at maturity in FY

2025 and NOK 300m at maturity in FY 2021, respectively.

Future cash outflows related to lease agreements not reflected in the measurements of lease liabilities amount to NOK

374m. Cash outflows are related to signed lease agreements where the leases are not yet commenced and relates to

a period of 5-10 years starting 2022.

Crayon has received forgivable loans in US, assessed according to IAS 20 on terms of government grant. Loan

amounting to NOK 14m is fully forgiven as of December 31, 2021 (NOK 18m as of December 31, 2020) and recognized as

a cost reduction in the profit or loss statement in 2021. Cost reduction related to the fully forgiven loan is recognized as

Other income and expenses in the profit or loss statement.

NOTE 17 Other non-current and current liabilities

Other non-current liabilities

(In thousands of NOK) 2021 2020

Deferred consideration from business combinations

11 613 18 077

Customer contract financing 12 724 10 698

Liabilities to employees 4 338 -

Other 29 523 18 729

Total 58 197 47 503

See Note 20 for further details.

Other current liabilities

(In thousands of NOK) 2021 2020

Deferred consideration from business combinations 27 187 18 077

Customer contract financing 41 792 10 698

Employee benefits related accruals 338 422 234 638

Prepayments 130 818 101 331

Accruals 713 471 253 245

Other current liabilities 47 330 166 016

Total 1 299 019 784 004

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Fair value measurement

The following tables present the Group's financial assets and liabilities measured at fair value, by valuation method. The

different levels have been defined as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level one that are observable for the asset or liability, either

directly (that is, as prices) or indirectly (that is derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data.

Financial liabilities at fair value through profit or loss:

2021 2020

Level 1 - -

Level 2 1 749 -

Level 3 38 799 79 979

Total 40 548 79 979

Reconciliation of liabilities arising from financing activities

(in thousands of NOK)

Transaction

costs

Non-current

bond loan

Other interest-

bearing debt

Lease

liabilities

Total liabilities

from financing

activities

December 31, 2020 (4 785) 300 000 78 220 126 570 504 790

Proceeds from issuance of interest bearing debt - 1 800 000 - 42 098 1 842 098

Amortizations/instalments (24 163) - (13 457) (42 440) (55 897)

Credit facility - - 48 548 - 48 548

Reclassifications - (300 000) 300 000 - -

December 31, 2021 (28 948) 1 800 000 413 311 126 228 2 339 539

Hedging (derivatives)

According to the group's policy derivatives can be designated as hedging instruments for fair value hedges and cash

flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging

instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various

hedge transactions.

NOTE 18 Financial instruments

Financial instruments by category

(in thousands of NOK)

Fair value through

profit or loss

Financial assets at

amortised cost

Financial liabilities

at amortised cost

Total carrying

amount

2021

Financial assets

Other non-current receivables - 68 574 - 68 574

Accounts receivable - 4 492 969 - 4 492 969

Other current receivables - 1 421 421 - 1 421 421

Cash and cash equivalent - 1 216 618 - 1 216 618

Total financial assets - 7 199 582 - 7 199 582

Financial liabilities

Bond loan - - 1 771 052 1 771 052

Other non-current liabilities 12 465 - 45 733 58 197

Other current interest bearing debt - - 413 311 413 311

Other current liabilities 28 083 - 41 792 69 876

Accounts payable - - 4 813 772 4 813 772

Total financial liabilities 40 548 - 7 085 660 7 126 208

(in thousands of NOK)

Fair value through

profit or loss

Financial assets at

amortised cost

Financial liabilities

at amortised cost

Total carrying

amount

2020

Financial assets

Other non-current receivables - 39 962 - 39 962

Accounts receivable - 3 393 421 - 3 393 421

Other current receivables - 263 347 - 263 347

Cash and cash equivalent - 1 394 120 - 1 394 120

Total financial assets - 5 090 850 - 5 090 850

Financial liabilities

Bond loan - - 295 215 295 215

Derivative financial liabilities - - - -

Other non-current liabilities 20 359 - 27 144 47 503

Other current interest bearing debt 11 175 - - 11 175

Other current liabilities 48 445 - - 48 445

Accounts payable - - 3 560 040 3 560 040

Total financial liabilities 79 979 - 3 882 399 3 962 377

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 19 Financial risk

The Group’s covenants are attached to the revolving credit facilities and bond loan. The credit facilities of NOK 1 000m

are used for working capital and short-term financing purposes. The Group’s interest-bearing bond loan is shown in

detail in Note 16. The Group is exposed to the following financial risks from ordinary operations.

1. Market risk

1.a Cash flow interest risk

1.b Foreign exchange risk

2. Credit risk

3. Liquidity risk

1. Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in market prices. Market risk comprises three types of risk: cash flow interest rate risk, fair value interest rate risk and

currency risk. Crayon was not exposed to fair value interest risk during 2021.

1.a Cash flow interest risk

The Group's interest rate risk arises from non-current borrowings at floating rate (cash flow interest rate risk). The

Group considers the interest rate risk to be at an acceptable level. An increase of 100 basis points in the NIBOR had an

effect of about NOK 11.3m on financial expenses during 2021 (NOK 3.0m in 2020).

1.b Foreign exchange risk

Crayon has revenues and operating costs in various currencies. The prices of sale of goods are to a large extent

determined in international markets, primarily denominated in US Dollar and Euro. This is partly offset by purchases

denominated in the same currencies. Crayon aims to establish natural hedging positions if this is possible and

economically viable. Financial derivatives are then used to hedge the remaining net currency risk exposures. Larger

transactions involving currency exposure are hedged by means of currency forwards.

During 2021, The Group used financial derivatives in order to mitigate risks on currency fluctuations. Changes in the

market value of financial derivatives are recognized through Profit or loss. Crayon designated the currency forwards

entered in 2021 as hedging instruments applying hedge accounting. See Note 18 for further information on hedge

accounting.

See sensitivity analysis below for details on the foreign exchange risk exposure.

2. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its

contractual obligations.

The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing

activities, including deposits with banks and financial institutions. The Group have deposits with sound financial

institutions.

Historically, the Group has had minimal losses on trade receivables. Even though in 2021 the Group has not experienced

losses materially greater than those experienced in previous years, the Group has intensified collection efforts over

outstanding receivables as a precaution against risk brought about by increased operations in new markets outside the

core Nordic region and increased economic risk effectuated by the Covid-19 pandemic. The Group deems credit risk to

be at an acceptable level. See further information in Note 13.

3. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

To secure financial flexibility, liquidity risk management is given high priority inside the Group. The cash flow from

operating activities is impacted by a number of factors including changes in working capital, and this is managed

primarily at operational level by the individual companies.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges, are

recognized in other comprehensive income and accumulated under the heading of cash flow hedging reserve. The gain

or loss relating to the ineffective portion is recognized immediately in the statement of profit or loss. Realised effects are

recognized through statement of profit or loss, in the same line as the hedge objects.

Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as hedging instruments in fair value hedges,

are recognized in the statement of profit or loss immediately, together with any changes in the fair value of the hedged

asset or liability that are attributable to the hedged risk.



During 2021 Crayon entered a currency forward derivative to hedge the currency fluctuations of a future firm

commitment. The currency forward is designated as a hedging instrument in a cash flow hedge. Hence changes in its

fair value are from the same date, recognised under other comprehensive income (OCI). Currency forward realised

gain or loss will be reclassified to statement of profit or loss in the same line as the hedged object. Total unrealised

losses recognised in 2021 recognised under OCI amounts to NOK 1.7m. There is no effectiveness to be recognised.

During 2021 Crayon also entered another currency forward contract for an unrecognised firm commitment to acquire

share in rhipe. The currency forward in this case has been designated as a fair value hedge where unrealised

changes in fair value of the currency forward have been recognised in the statement of profit or loss. Since separately

identifiable assets acquired and liabilities assumed must be recognised on initial consolidation at fair value in the

consolidated financial statements of Crayon, the loss attributable to the hedged risk (NOK 76.4m) has been included as

part of the consideration paid.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 20 Acquisition of business

2021 Acquisitions

Sensa Ehf. (Island)

On April 8, 2021 Crayon Group acquired 100% of the voting shares in Sensa Ehf. Sensa is a leading IT services company

for providing hosting and operations services as well as communications and security solutions to the corporate market.

The company is based in Reykjavik, Iceland and has 120 employees working within consultancy and IT support. The

company provides services and solutions on Microsoft, Amazon Web Services, Cisco and NetApp among other industry

leaders. The acquisition will support Crayon in expanding the value chain into cloud managed services for multicloud

environments and further accelerate Crayon’s global service operations. The total consideration amounted to ISK 3

484m (NOK 236m) and was settled as follows (i) 2/3 in cash (ii) 1/3 in shares in Crayon Group Holding ASA subject to

a 12-month lock-up from date of the agreement. There is a monthly release of 1/12 of shareholding during the lock-up

period. The total amount of shares issued was 699636. The fair value of the shares is calculated with reference to the

quoted price of the company shares as of November 30, 2020 (NOK 112.80).

Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts acquired, and liabilities assumed at the date of acquisition

(preliminary purchase price allocation):

(in thousands of NOK) Fair value

Customer contracts 101 393

Customer relationship 27 530

Intangible assets recorded in Sensa 110

Operating Assets 11 917

Lease assets 1 448

Inventory 2 459

Accounts receivable 31 986

Other receivable 4 930

Cash 34 149

Lease liabilities (1 486)

Accounts payable (18 298)

Other current liabilities (39 296)

Total identifiable net assets acquired at fair value 156 841

Goodwill 78 822

Purchase consideration transferred 235 663

Cash 156 742

Subscription Shares in Crayon Group Holding ASA 78 919

Total consideration 235 662

Paid in cash (156 742)

Cash received 34 149

Net (decrease) / increase in cash (122 593)

The Finance Department monitors the global liquidity flows on a consolidated level, both on a short and long-term

perspective. The Group has significant liquidity reserves available both through bank deposits and credit facilities, and

liquidity risk is therefore deemed to be low.

Sensitivity

The Group has identified currency risk (foreign exchange risk, primarily with respect to EUR, SEK, DKK, INR, CHF, AUD,

ISK and USD) and floating interest rate risk as the two important financial risk factors it is exposed to and discloses the

respective sensitivity analysis as follows:

Table A

(In thousands of NOK) 2021 EBITDA

NOK

appreciates 10%

NOK

depreciates 10% 2020 EBITDA*

NOK

appreciates 10%

NOK

depreciates 10%

Currency

SEK 98 593 (9 859) 9 859 84 176 (8 418) 8 418

DKK 63 786 (6 379) 6 379 56 600 (5 660) 5 660

EUR 112 744 (11 274) 11 274 57 261 (5 726) 5 726

USD 57 582 (5 758) 5 758 3 694 (369) 369

INR 46 850 (4 685) 4 685 34 599 (3 460) 3 460

CHF 19 545 (1 955) 1 955 13 066 (1 307) 1 307

AUD 14 052 (1 405) 1 405 (3 338) 334 (334)

ISK 40 716 (4 072) 4 072 7 005 (701) 701

Effect of sensitivity (45 387) 45 387 (25 306) 25 306

Note 3

Table B

The following table presents the maturity profile of the group's financial liabilities based on contractual payments and

non-cancellable lease commitments.

All amounts presented in the table are undiscounted cash flows in NOK thousands:

Maturity profile 2021

2022 2023 2024 2025-> Total

Interest-bearing bond loan 311 880 - - 2 085 735 2 397 615

Other financial liabilities 40 104 18 429 5 908 - 64 440

Accounts payable 4 813 772 - - - 4 813 772

Non-cancellable lease

commitments

48 908 36 659 29 164 78 963 193 694

Total 5 214 664 55 088 35 072 2 164 698 7 469 521

No purchase options are part of the estimated maturity analysis. See Note 16.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Customer relationship are identified as intangible assets which fulfil the recognition criteria under IAS 38.

The goodwill comprises the value associated with the skills and know-how of rhipe’s employees, new customers and

potential extensions of existing relationships. Transaction cost of approximately NOK 19m are recognised as other

operating expenses.

From the date of acquisition, rhipe contributed NOK 537m of revenue, NOK 92m gross profit, NOK 22m adjusted EBITDA

and NOK 6m profit before tax to continuing operations of the Group.

If the acquisitions of Sensa and rhipe had taken place at the beginning of the year, revenue from continuing operations

for Group would have been NOK 27 056m, gross profit would have been NOK 3 180, adjusted EBITDA would have been

NOK 682m and profit before tax from continuing operations would have been NOK 315m.

2020 Acquisitions

Navicle Pte. Ltd. (Australia)

On June 25, 2020 Crayon Group AS acquired 100% of the shares of Navicle Pte Ltd. With this acquisition Crayon will take

a leading position within Oracle Licensing and SCE services in Australia, New Zealand and South-East Asia. The total

consideration includes payments based on an earn-out model based on the Navicle's financial performance. The fair

value of the deferred consideration is estimated to NOK 23.8m at year end 2020, classified as current and non-current

liabilities. The recognized goodwill in the transaction amounts to NOK 15.6m at year end 2020.

Techstep AS - Business unit (Norway)

Effectively April 1, 2020 Crayon Group acquired an IT Operations and Support business unit from Techstep Norway AS.

The total consideration amounted to NOK 8m.The acquired business unit has 8 employees in the Nordics and comes

with an IT Operations and Support contract with Recover Nordic. Crayon has also signed a 3-year IT operations and

support agreement with Techstep AS. Techstep AS is defined as a related party. Total annual recurring gross profit

under the above-mentioned contracts is about NOK 11m.

Customer contracts and customer relationship are identified as intangible assets which fulfil the recognition criteria

under IAS 38.

The goodwill of NOK 79m comprises the value of expected synergies arising from the acquisition, including employees

and knowhow in Sensa.

From date of acquisition, Sensa Ehf. contributed to consolidated numbers, NOK 265m of revenue, NOK 124m to gross

profit, NOK 26m adjusted EBITDA and NOK 18m to profit before tax from continuing operations of the Group.

Rhipe Limited (Australia)

On November 3, 2021 Crayon acquired 100% of the voting shares in Rhipe Limited (rhipe). rhipe is a leading distributor

of cloud solutions and services, providing partners with business advisory and deep domain technical expertise to thrive

in the growing cloud market. rhipe distributes and aggregates subscription licensing models for Service Providers from

many of the world’s leading software vendors including Microsoft, VMware, Red Hat, Citrix, Veeam, Trend Micro, Sinefa

and DocuSign. rhipes employes about 600 staff across 10 countries.This acquisition is very synergistic as it combines

Crayon's business models empowering Crayon to help customers and partners solve their business needs with more

solutions and services.

The total consideration amounted AUD 387m (NOK 2 450m) and was settled in cash.

Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts acquired, and liabilities assumed at the date of acquisition

(preliminary purchase price allocation):

(in thousands of NOK) Fair value

Customer relationship 445 752

Technology and software 97 497

Deferred tax assets 23 483

Other intangibles 10 769

Tangible assets 15 916

Accounts receivable 363 941

Other receivable 32 856

Cash & cash equivalents 214 813

Total assets 1 205 026

Other non current liabilities (94 663)

Deferred tax liablities (122 439)

Current liabilities

(516 646)

Total liabilities (733 749)

Total identifiable net assets acquired at fair value 471 277

Goodwill 2 055 352

Total consideration (cash)

2 526 629

Paid in cash (2 526 629)

Cash received 214 813

Net (decrease) / increase in cash (2 311 817)

Includes a deferred consideration of NOK 21.9m

Includes the loss attributable to the hedged risk (NOK 76.4m)

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Termination and severance

The current chief executive officer is, pursuant to specific requirements, entitled to severance salary for up to 6 months

after the end of the period of notice. There are no agreements beyond the statutory requirements for other senior

managers. It is not given additional remuneration for special services outside the normal functions of a leader.

The current notice periods for senior management are in accordance with the market standards.

Loans and guarantees

No loans have been granted, nor any security provided for members of the senior management team, the board of

directors, employees or other persons in elected corporate bodies.

Benefits in kind

Senior management will normally be offered the benefits in kind in line with common market practice, i.e., free

telephone, free broadband, a laptop, newspapers etcetera.

* * *

The senior management remuneration policy of Crayon proposed adopted for 2021 is in accordance with updated

guidelines approved by the extraordinary general meeting held November 23, 2021.

NOTE 21 Management remuneration

The board of directors’ statement regarding salaries and other remuneration to the management

This statement has been prepared by the board of directors of Crayon Group Holding ASA (“Crayon” or “Company”)

in accordance with the Norwegian Public Limited Companies Act Section 6-16a. The statement applies to 2021 and is

presented to the ordinary general meeting in Crayon in accordance with the Norwegian Public Limited Companies Act

Section 5-6, third paragraph.

Remuneration committee

The board of directors of Crayon has a remuneration committee, which functions as a preparatory and advisory

committee for the board of directors in questions relating to the Company's strategy for the compensation of its

employees.

The purpose of the remuneration committee is to ensure thorough and independent preparation of decisions relating to

compensation, and in particular relating to compensation of the Company's executive personnel.

The remuneration committee also provides the board of directors with a guideline and recommendation for the

remuneration of executive management (this document), which shall be made in accordance with section 6-16a of the

Norwegian Public Limited Liability Companies Act.

The members of the remuneration committee are elected by and amongst the shareholder representatives of the board

of directors for a term of up to two years.

Fixed salary

Crayon's policy in regard to determination of salaries and other remuneration for senior management is to pay market

rates and provide other benefits that are commensurate with such senior management positions. It is important

to attract the required competence and experience in order to promote value generation in the Company and to

contribute to the mutual interests between owners and senior management. The policy and compensation will support

sustainable results and the long-term interests of the shareholders; and ensure that remuneration in Crayon is aligned

with efficient risk management, Crayon’s Purpose and Values and applicable regulations.

Salaries and other remuneration are reviewed annually.

Variable compensation

The variable remuneration for senior management, shall be linked to long-term strategy and value creation for

shareholders and the performance of the Company. All senior management has a variable component as part of their

remuneration. The variable compensation is based on a combination of financial results and strategic targets.

The financial targets are based on the Company’s financial results, specifically gross profit and Adjusted EBITDA.

The strategic targets are set based on the strategic priorities as determined by the board of directors in order to drive

the long-term value creation of the company.

The chief executive officer of the Company and other members of senior management has a bonus agreement of up to

100.0% of ordinary salary.

The framework for granting stock options to senior management is determined by the board of directors within the

authorisation adopted by the general assembly. The stock options are granted with an exercise price equal to the

market value of the share at the allotment or as of January 1 in the current year. Furthermore, management has the

opportunity to participate in the company’s broad-based employee share purchase program.

The extraordinary general meeting held November 23, 2021 authorised the board of directors to issue shares in

connection with the Company's incentive program. The authorisation is valid until the first of the Annual General

Meeting in 2022 and June 30, 2022 and enables the board of directors to issue up to 4 996 754 shares in the Company.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Compensation to the executive management in 2021 is detailed below. Amounts presented below are part of the remuneration for the executive management role.

The Group CEO is entitled to 6 months salary in the event of termination initiated by the company. None of the Board Members or the CEO have executive loans or

guarantees in the company.

(In thousands of NOK) Name Salary Bonus Pension Other benefits Total

2021

Chief Executive Officer (CEO) Melissa Mulholland (from March)

2 500 1 394 71 12 3 977

Chief Executive Officer (CEO) Torgrim Takle (until March) 2 400 - 55 8 2 463

Chief Operating Officer (COO) Bente Liberg 1 626 610 76 21 2 334

Chief Technology Officer (CTO) Florian Rosenberg (from October) 572 187 96 21 876

Chief Technology Officer (CTO) Mattias Ödlund (until October) 1 203 417 419 77 2 115

Chief Financial Officer (CFO) Jon Birger Syvertsen

2 150 1 100 72 207 3 529

Chief Marketing Officer (CMO) Tor Ødegaard (from July) 688 150 36 6 879

Chief Marketing Officer (CMO) Nabil Chebbi (until April) 797 174 - 51 1 021

Chief Sales Officer (CSO) Gudmundur Adalsteinsson (from May) 1 550 609 128 179 2 466

Total 13 485 4 641 953 582 19 661

Part of executive management as CSSO until March.

Payroll benefit of bonus shares under ESPP reported in 2021 is included in Other benefits

(In thousands of NOK) Name Salary Bonus Pension Other benefits Total

2020

Chief Executive Officer (CEO) Torgrim Takle 3 218 1 440 73 16 4 746

Chief Operating Officer (COO) Bente Liberg 1 587 499 76 23 2 186

Chief Technology Officer (CTO) Mattias Ödlund 1 561 253 444 103 2 361

Chief Financial Officer (CFO) Jon Birger Syvertsen 1 992 403 73 18 2 484

Chief Marketing Officer (CMO) Nabil Chebbi 2 523 - - 161 2 684

Chief Services & Solutions Officer (CSSO) Melissa Mulholland 600 - 21 4 624

Total 11 480 2 595 687 324 15 086

The above mentioned functions represent the Group's executive leadership.

March 15, 2021, Torgrim Takle stepped down as CEO. In addition to salary in a notice period of 6 months Takle is entitled to a severance pay of total NOK 2.4m with monthly

payment from October 2021 to September 2022. Amounts presented in the table above are compensation paid in 2021.

For information regarding salary and remuneration to senior management, see Crayon.com.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 22 Related parties

Crayon Group Holding ASA has entered into transactions with related parties in 2021. Related party transactions are

carried out in accordance with the arm's length principle.

Significant transactions in 2021 are listed below:

• Transactions with Basefarm companies have been carried out as part of normal operations at market terms. Board

of Director in this company is, among others, Grethe Helene Viksaas (member of Board of Directors in Crayon Group

Holding ASA) is also Board member of Basefarm. Sales to Basefarm, or one of its subsidiaries, amounted to NOK

22.8m in 2021 and accounts receivables as of December 31, 2021 were NOK 2.9m. There were no accounts payable as

of December 31, 2021.

• Transactions with company CEGAL AS have been carried out as part of normal operations at market terms. Board of

Director in this company is, among others, Dagfinn Ringås (member of Board of Directors in Crayon Group Holding

ASA) is also a Board Member in CEGAL AS. Sales to CEGAL AS and/or one of its subsidiaries, amounted to NOK 16.2m

in 2021 and accounts receivables as of December 31, 2021 were NOK 0.06m. There were no accounts payable as of

December 31, 2021.

• Transactions with company Sikri AS have been carried out as part of normal operations at market terms.

Shareholders in this company is, among others, Rune Syversen, Founder and Chairman of Crayon Group Holding

ASA. Sales to SikriAS and/or one of its subsidiaries, amounted to NOK 8.2m in 2021 and accounts receivables as of

December 31, 2021 were 0.3m. There were no expenses or Account payable as of December 31, 2021.

• Transactions with company Sysco AS have been carried out as part of normal operations at market terms.

Shareholders in this company is, among others, Dagfinn Ringås, Member of Board of Directors of Crayon Group.

Sales to Sysco AS and/or one of its subsidiaries, amounted to NOK 16.8m in 2021 and accounts receivables as of

December 31, 2021 were NOK 0.8m. Accounts payable as of December 31, 2021 were NOK 0.01m.

• Transactions with company Karbon Invest AS have been carried out as part of normal operations at market terms.

Shareholders in this company is, among others, Rune Syversen, Founder and Chairman of Crayon Group Holding

ASA, and Jens Rugseth, member of Board of Directors in Crayon Group Holding ASA. Purchase of services from

Karbon Invest AS amounted to NOK 3.6m in 2021. Sales to Karbon Invest AS amounted to NOK 0.01m in 2021. Accounts

receivable were NOK 0.001m and there were no accounts payable as of December 31, 2021.

• Transactions with company Link Mobility Group ASA have been carried out as part of normal operations at market

terms. Shareholders in this company is, among others, Jens Rugseth, member of Board of Directors in Crayon

Group Holding ASA. Sales to Link Mobility Group ASA amounted to NOK 8.4m in 2021 and accounts receivables as of

December 31, 2021 were NOK 1m.

For information related to remuneration to executive management and the Board of Directors see Note 21.

Compensation to the members of the Board is detailed below. The board members receives remuneration fees and are

offered to participate in employee share purchase programs. For further information see Notes 6 and 25. Remuneration

fees are approved each year at the Annual General Meeting (AGM).

(In thousands of NOK) Name Fee

2021

Chairman of the Board Rune Syversen

720

Board member Jens Rugseth

430

Board member Grethe Helene Viksaas

2, 3

455

Board member Camilla Elisabeth Magnus 350

Board member Eivind Roald

415

Board member Dagfinn Ringås

410

Board member Jennifer Geun Koss 350

Board member BritBergersenSmestad - Employee representative 70

Board member Christian Baltzer Ødemark - Employee representative 70

Board member Mette Wam - Employee representative 70

Total 3 340

As approved in AGM 2021 (period from AGM 2021 - AGM 2022)

Including fees earned from participation in remuneration committee

Including fees earned from participation in audit committee

Compensation to the members of the Board amounted to NOK 1.8m in 2020.

Share options

Share options have been allotted to management and selected key employees, please see Note 6 Share options for

further information.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Subsidiaries

(In thousands) Guarantee Amount Currency Amount (NOK)

Crayon India, Guarantee credit facility Indsind bank Limited 392 000 INR 46 394

Crayon AS, Rental guarantee Avantor Gullhaug Torg 5 AS 12 050 NOK 12 050

Crayon AS, Rental guarantee Sandakerveien 114 A 6 380 NOK 6 380

Crayon France, Rental guarantee La Francaise Real Estate Managers 104 EUR 1 041

Inmeta Consulting, Rental guarantee Utstillingsplassen Eiendom AS 479 NOK 479

Crayon UK, Payment facility guarantee Bacstel, UK 350 GBP 4 165

Crayon DE, Rental guarantee Kapfinger 2 EUR 21

Crayon DE, Rental guarantee Dussten 17 EUR 165

Crayon DE, Rental guarantee Schroder 12 EUR 120

Crayon DE, Rental guarantee WCP Munich 106 EUR 1 057

Crayon SE, Rental guarantee Fastighet AB 625 SEK 609

Crayon PL, Rental guarantee DWS Grundbesitz GmbH Sp. z o.o. 163 PLN 355

Crayon DE, Performance guarantee ZDF 2 958 EUR 29 511

Crayon DE, Performance guarantee Südwestrundfunk 2 732 EUR 27 252

Crayon RU, Performance guarantee PAO Aeroflot 49 962 RUB 5 898

Rhipe AU Microsoft 2 300 AUD 14 690

Rhipe AU, Rental bond Northpoint Tower Property Trust 371 AUD 2 371

Rhipe AU, Rental bond Jones Lang Lasalle (VIC) P/L 107 AUD 684

Crayon UK Performance guarantees 15 EUR 152

Crayon UK Tender guarantees 1 EUR 10

Crayon LT Performance guarantees 157 EUR 1 566

Crayon PL Performance guarantees 728 PLN 1 582

Crayon PL Performance guarantees 23 EUR 226

Crayon PL Tender guarantees 1 070 PLN 2 325

Crayon RS Performance guarantees 1 053 USD 9 272

Crayon CZ Performance guarantees 191 EUR 1 902

NOTE 23 Collateral and guarantees

(In thousands of NOK) 2021 2020

Debt

Bond loan 2 100 000 300 000

Transactional costs

(28 948) (4 785)

Debts secured by collateral 2 071 052 295 215

The bond loans are initially measured at fair value net of transaction costs, and is subsequently measured at

amortised cost using the effective interest rate method. Consequently, the transaction cost will be amortised over the

life of the bond loans. Carrying amount of the bond loans will be equal to principal amount of NOK 300m at maturity

in FY 2022, and NOK 1 800m at maturity in FY 2025.

As security for the Crayon Group's Super Senior Multicurrency Revolving Credit Facility Agreement (RCF), Crayon Group

AS has provided a first priority assignment agreement with respect to the top account in the cash pool agreement to

which it is a party. Furthermore, the liability of each Guarantor, listed below, shall be limited to NOK 1 200m plus any

unpaid amount of interest, fees, liability, premium and expenses. For further information see Note 16.



List of guarantors

Crayon Group Holding ASA

Crayon Group AS

Crayon AS

Inmeta Consulting AS

Crayon A/S

Crayon AB

Crayon Group Holding ASA (parent company) guarantees to Microsoft the full and promptly payment of a number of

the parent's company affiliates outstanding debt and performance obligations, related to the normal core of business

of the Group and recognised as part of account payables in the statement of the financial position. At year end, the total

outstanding debt and obligations of the relevant parent company affiliates amounted to NOK 1 791m.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Ownership %

Subsidiary Office location 2021 2020

APAC & MEA

Crayon DMCC Dubai 80% 80%

Crayon Abu Dhabi Abu Dhabi 39% 80%

Atria Technologies Pte Ltd Singapore 100% 100%

Crayon Pte Ltd Singapore 100% 100%

Kryptos Networks Pvt Ltd Chennai 100% 100%

Kryptos Technologies Private Limited Mumbai 50% 50%

Crayon Software Experts India Pvt Ltd Mumbai 100% 100%

Crayon Software Experts Philippines Inc Makati City 100% 100%

Atria Solutions Sdn Bhd Kuala Lumpur 100% 100%

Crayon Software Experts Malaysia Sdn Bhd Kuala Lumpur 90% 90%

Crayon Australia PTY LTD Sydney 84% 84%

Crayon Mauritius Ltd Port Louis 100% 100%

Crayon Africa SA Johannesburg 100% 100%

Wadi Al Omar CO Riyadh 85% 85%

Crayon Sri Lanka Colombo 90% 99%

Navicle Pty Ltd Sydney 100% 100%

Crayon IT Services Private Limited Mumbai 100% 100%

PT Rhipe International Indonesia Jakarta 99% 0%

rhipe Japan K. K. Tokyo 80% 0%

PT Krayon Konsultan Indonesia Jakarta 100% 0%

Crayon Australia Holding Pty Ltd (Holdco) Melbounre 100% 0%

Crayon Software Experts Australia Pty Ltd (Bidco) Melbounre 100% 0%

Rhipe Limited Sydney 100% 0%

Rhipe Australia Pty Ltd Sydney 100% 0%

Rhipe Dynamics Pty Ltd Sydney 100% 0%

Rhipe Technology(Thailand) Co. Ltd Bangkok 100% 0%

rhipe Philippines, Inc Manila 100% 0%

Rhipe Licensing Technology Korea Ltd Seoul 100% 0%

Rhipe Singapore Pte Ltd Singapore 100% 0%

Rhipe Malaysia Sdn. Bhd. Kuala Lumpur 100% 0%

rhipe Technology Philippines, Inc Manila 100% 0%

rhipe Lanka (Pvt) Limited Colombo 100% 0%

Rhipe Hong Kong Limited Hong Kong 100% 0%

Rhipe New Zealand Ltd Auckland 100% 0%

Pacific Custodians Pty Ltd ATF Rhipe Limited Employee Share Trust Sydney 100% 0%

Dynamic Business IT Solutions Pty Limited Brisbane 100% 0%

SmartEncrypt Pty Ltd Sydney 100% 0%

Parallo Limited Auckland 100% 0%

Parallo Pty Ltd ATF Parallo Unit Trust Sydney 100% 0%

emt Distribution Pty Ltd Adelaide 100% 0%

emt Distribution Pte Ltd Singapore 100% 0%

Rhipe Cloud Solutions Pty Ltd Sydney 100% 0%

NOTE 24 Subsidiaries, associates and non-controlling interests

The Crayon Group Holding ASA consists of the following subsidiaries as of December 31:

Ownership %

Subsidiary Office location 2021 2020

Nordics

Crayon Group AS Oslo 100% 100%

Crayon AS Oslo 100% 100%

Inmeta Consulting AS Oslo 91% 89%

Esito AS Oslo 91% 89%

Rewired AS Oslo 72% 72%

Puzzlepart AS Oslo 79% 80%

Crayon Consulting A/S Copenhagen 100% 100%

Crayon A/S Copenhagen 100% 100%

Crayon AB Stockholm 100% 100%

Crayon OY Helsinki 100% 100%

Crayon Iceland ehf. Reykjavik 100% 100%

Ice Distributions hf Reykjavik 100% 100%

COMPLIT AS Oslo 100% 100%

Crayon IOT AS

Oslo 100% 100%

Crayon Constellation AS Oslo 100% 100%

Inmeta Management Consulting AS Oslo 70% 0%

Sensa Ehf Reykjavík 100% 0%

Europe

Crayon UK Ltd London 100% 100%

Crayon France SAS Paris 79% 79%

Crayon Deutschland GmbH Munich 100% 100%

Crayon Austria GmbH Vienna 100% 100%

Crayon Schweiz AG Altdorf 94% 88%

Crayon Software Experts Spain SL Madrid 86% 86%

Crayon Software Licensing Unipessoal LDA Lisbon 86% 86%

Crayon BV Amsterdam 80% 80%

Crayon doo Beograd Beograd 100% 100%

Crayon Bulgaria OOD Sofia 80% 80%

SEQUINT BV Rotterdam 100% 100%

Krejon Makedonija DOO Skopje 100% 100%

SIA “Crayon Latvia” Riga 83% 100%

Crayon Software Experts Romania S.R.L. Bucharest 80% 99%

Crayon Poland sp.z o.o. Warszawa 80% 99%

Crayon Czech Republic and Slovakia s.r.o. Prague 80% 100%

Crayon LLC Moscow 80% 99%

LLC «Crayon Ukraine» Kyiv 80% 90%

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

(in thousands of NOK)

NCI ownership

NCI share of

equity

NCI share of

net income

Crayon Czech Republic and Slovakia s.r.o. 20% (790) 241

SIA “Crayon Latvia” 17% (918) 193

APAC & MEA

Crayon DMCC 80% (901) (2 573)

Crayon Abu Dhabi 61% (4 422) (4 355)

Crayon Sri Lanka 10% -77 (70)

Kryptos Technologies Private Limited 50% 460 1 146

Crayon Software Experts Philippines Inc. 0.01 % 1 1

Crayon Software Experts Malaysia Sdn Bhd 10% 86 (505)

Crayon Australia PTY LTD 16% 2 536 1 748

Wadi Al Omar CO 15% (744) 475

PT Rhipe International Indonesia 1% (40) (36)

rhipe Japan K. K. 20% 198 217

Crayon Arabia LLC 61% - -

U.S.

Crayon Software Experts LLC 23% 9 814 (1 984)

Anglepoint Group Inc 23% (9 359) (1 403)

Software Wholesale International Inc 23% 624 4

Crayon Global Services GmbH 23% 1 881 -

Total (36 440) (27 020)

Formerly known as Iotplan AS

Specification of associates 2021

Ownership

Share of

investment

Share of net

income

Group Direct Limited 23% 36 571 (1 172)

Total 36 571 (1 172)

Written Put Options over Non-Controlling Interests

Anglepoint

In September 2015, Crayon Group AS acquired 100% of the shares in Anglepoint Group Inc. through its wholly owned

subsidiary Crayon Software Experts LLC. As part of the consideration, the shareholders of Anglepoint received a 26% (in

2017 reduced to 23.3%) non-controlling interest in Crayon Software Experts LLC. Simultaneously, Crayon Group Holding

ASA issued written put options over the non-controlling interests in Crayon Software Experts LLC. The put options will be

settled by non-controlling interests selling their shares in Crayon Software Experts LLC in exchange for cash or shares in

Crayon Group Holding ASA.

The written put options over non-controlling interest are a current obligation for Crayon Group Holding ASA to purchase

equity instruments from non-controlling interest with settlement in own shares (or cash at the descretion of the group),

and classified as derivative financial liabilities and presented on net basis at fair value. The accounting policy applied

for written put options over non-controlling interests is stated in note 2.

The number of put shares to be issued shall be such number of put shares whose fair market value is equal to the fair

market value of the share units being exchanged by the non-controlling interests. Hence, the fair value of the written put

options over non-controlling interests is zero as at December 31, 2021.

Ownership %

Subsidiary Office location 2021 2020

APAC & MEA (cont'd)

Rhipe Solutions Australia Pty Ltd Sydney 100% 0%

Rhipe Solutions LLC New York 100% 0%

Rhipe UK Pty Ltd London 100% 0%

Crayon Arabia LLC Doha 39% 80%

U.S.

Crayon Software Experts Holding LLC Dallas 100% 100%

Crayon Software Experts LLC Dallas 77% 77%

Anglepoint Group Inc San Francisco 77% 77%

Software Wholesale International Inc Denver 77% 77%

Crayon Global Services GmbH Munich 77% 77%

Associates

Group Direct Limited England and Wales 23% 0%

The non-controlling interest and associates share of the net income for 2021 and equity as of December 31, 2021 is

detailed below:

Specification of non-controlling interests 2021

(in thousands of NOK)

NCI ownership

NCI share of

equity

NCI share of

net income

Nordics

Inmeta Consulting AS 9% (15 006) (6 948)

Rewired AS 28% (11 222) (5 343)

Esito AS 9% (306) (180)

Puzzlepart AS 21% (6 705) (2 636)

Inmeta Management Consulting AS 9% 381 681

Europe

Crayon BV 20% 1 466 (2 754)

Crayon Schweiz AG 7% (301) (888)

Crayon Software Licensing Unipessoal LDA 14% 699 (220)

Crayon Software Experts Spain SL 14% 3 963 (14)

Crayon France SAS 21% (2 221) (131)

Crayon Software Experts Romania S.R.L. 20% (1 197) (514)

Crayon Poland sp.z o.o. 20% (15) 196

Crayon LLC 20% (2 583) (1 119)

Crayon Bulgaria 20% (1 709) (689)

LLC «Crayon Ukraine» 20% (35) 440

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

NOTE 26 Subsequent events

On January 11, 2022 the NOK 1800m senior unsecured bonds issued on July 1, 2021, were admitted to trading on the Oslo

Stock Exchange. A prospectus prepared in connection with the listing was published on January 10, 2022 and is available

at www.crayon.com/investor-relations.

NOTE 25 Largest shareholders, numbers of shares held by

management and board of directors

The company’s major shareholders as of December 31, who own more than 1.0% of the share capital, are:

Shareholder name Shareholding

OEP ITS Coöperatief Holding U.A 12.2%

SIX SIS AG 10.4%

State Street Bank and Trust Comp (Nominee) 8.2%

FOLKETRYGDFONDET 6.3%

Axion BidCo Holding B.V. 5.7%

KARBON INVEST AS 5.5%

Nordnet Bank AB 2.6%

Credit Suisse (Switzerland) Ltd. 2.3%

State Street Bank and Trust Comp (Nominee) 1.9%

JPMorgan Chase Bank, N.A., London 1.4%

The Bank of New York Mellon SA/NV (Nominee) 1.4%

State Street Bank and Trust Comp (Nominee) 1.2%

Danske Invest Norge Vekst 1.2%

J.P. MORGAN BANK LUXEMBOURG S.A. 1.1%

Citibank, N.A. 1.1%

BNP Paribas Securities Services 1.1%

Skandinaviska Enskilda Banken AB 1.1%

Company trustees share ownership:

Officer Number of shares

Karbon Invest AS (Jens Rugseth, board member and Rune Syversen, Chairman of the Board) 4 800 000

Bente Liberg (COO), Goodcharma AS 338 390

Eivind Roald (board member), CR Holding AS 149 410

Brit Smestad (employee representative) 147 775

Jon Birger Syvertsen (CFO) 104 445

Camilla Magnus (board member) 44 043

Grethe Viksaas (board member) 39 599

Dagfinn Ringås (board member), CDR Holding AS 25 806

Christian Ødemark (employee representative) 11 468

Jens Rugseth (board member), Rugz AS 11 111

Melissa Mulholland (CEO) 5 821

Mette Wam (employee representative) 5 610

Florian Rosenberg (CTO) 5 429

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

Crayon Group Holding ASA

Statement of income 1.1 - 31.12

(In thousands of NOK) Note 2021 2020

Operating income and expenses

Payroll expenses

2, 3 4 400 8 402

Other operating expenses

3 8 865 7 648

Total operating income and expenses 13 265 16 050

Operating profit/EBIT (13 265) (16 050)

Financial income and expenses

Income from subsidiaries and other group companies

2, 4 53 663 52 924

Interest income from group companies 2 2 551 2 484

Other interest income 73 3 827

Other financial income 21 268 8 057

Total financial income 77 555 67 292

Other Interest expenses to group companies 308 3 361

Other Interest expenses 47 208 13 431

Other financial expenses 85 850 24 362

Total financial expenses 133 366 41 154

Net financial income and expenses (55 811) 26 138

Net income before tax (69 076) 10 088

Income tax expense on net income

5 (16 262) 2 427

Net income (52 815) 7 661

Brought forward

To other equity

6 - 7 661

Loss carried forward

6 (52 815) -

Net carried forward (52 815) 7 661

Currency translation in 2021 includes also fair value changes of cash flow hedging.

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

Crayon Group Holding ASA

Balance sheet as of 31.12

(In thousands of NOK) Note 2021 2020

ASSETS

Non-current assets

Intangible assets

Deferred tax asset

5 29 955 14 953

Total intangible assets 29 955 14 953

Financial assets

Investments in subsidiaries

4 850 193 815 747

Loan to group companies 2 4 160 4 282

Total financial assets 854 354 820 029

Total non-current assets 884 309 834 981

Current assets

Other receivables

1, 2 3 180 382 544 122

Total receivables 3 180 382 544 122

Cash & cash equivalents

1 1 599 63 232

Total current assets 3 181 981 607 354

Total assets 4 066 289 1 442 335

(In thousands of NOK) Note 2021 2020

EQUITY AND LIABILITIES

Paid-in equity

Share capital

6, 7 88 072 81 688

Own shares

6, 7 (10) (10)

Share premium 6 1 734 159 976 887

Total paid-in equity 1 822 221 1 058 565

Retained earnings

Other equity

6 11 784 28 004

Total retained earnings 11 784 28 004

Total equity 1 834 005 1 086 569

Non-current liabilities

Other non-current liabilities 852

Bond loan

8, 9 1 780 796 295 215

Derivative financial liabilities

8 - -

Total non-current liabilities 1 781 648 295 215

Current liabilities

Bond loan

8, 9 300 000 284

Accounts payable 432 -

Other current liabilities

2 150 204 60 268

Total current liabilities 450 637 60 552

Total liabilities 2 232 284 355 766

Total equity and liabilities 4 066 289 1 442 335

Oslo, April 25, 2022

Rune Syversen Jennifer Koss Camilla E. Magnus Dagfinn Ringås Eivind Roald Jens Rugseth

(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)

Grethe H. Viksaas Brit B. Smestad Mette Wam Christian B. Ødemark Melissa Mulholland

(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

Crayon Group Holding ASA

Cash flow statement

(In thousands of NOK) 2021 2020

Cash flow from operating activities

Net income before tax (69 076) 10 088

Net interest paid to credit institutions and interest to bond loan 47 135 9 604

Paid interest to group companies 308 3 361

Received interest from group companies (2 551) (2 484)

Changes in inventory, accounts receivable/ payable 432 (1 105)

Changes in other current accounts (2 579 302) (54 230)

Net cash provided by operating activities (2 603 055) (34 766)

Cash flow from investing activities

Acquisition of subsidiary - -

Sales/purchase of own shares - -

Net cash from investing activities - -

Cash flow from financing activities

Net interest paid to credit institutions and interest to bond loan (47 135) (9 604)

Paid interest to group companies (308) (3 361)

Received interest from group companies 2 551 2 484

New equity 685 892 359 801

Net change in cash pool, group companies 61 460 (341 806)

Proceeds from issuance of interest bearing debt 1 800 000 2 026

Reiceived group contribution 53 663 52 924

Other financial items (14 702) -

Net cash from financing activities 2 541 421 62 464

Net increase (decrease) in cash and cash equivalents (61 634) 27 698

Cash and cash equivalents at beginning of period 63 233 35 534

Cash and cash equivalents end of period 1 599 63 233

Restricted cash as of 31.12.2021 amounts to NOK 1.6m

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

NOTE 2 Transactions with related parties

Accounts receivable and payable to Group companies:

(In thousands of NOK) 2021 2020

Receivables

Other receivables

3 184 542 548 100

Total receivables 3 184 542 548 100

Liabilities

Other payables - -

Other current liabilities

145 283 15 980

Total liabilities 145 283 15 980

Liabilities not recognized in the balance sheet

See Note 8.

Transactions with related parties:

(In thousands of NOK) 2021 2020

Purchases of services

Purchases from Crayon Group AS 2 448 4 177

Guarantee fees - -

Total purchases 2 448 4 177

Financial items

Income from subsidiaries and other group companies 53 663 52 924

Interest income from group companies 2 551 2 484

Other Interest expenses to group companies 308 3 361

Total net financial items 55 906 52 048

Other receivables/ other current liabilities consist of receivables/ liabilities within the cash pool, where the Top Account

belongs to Crayon Group AS.

Interest income and expenses are related to the receivables in the cash pool.

NOTE 1 Accounting principles

The financial statements have been prepared in accordance with the Accounting Act (Norway) and generally accepted

accounting principles in Norway.

Non-current debt

Non-current debt is initially valued at transaction value less attributable transaction costs. Subsequent to initial

recognition, interest-bearing long-term debt is recognized at amortised cost with any difference between cost and

redemption value being recognized in the income statement over the period of the borrowing on an effective interest

basis.

Current assets and liabilities

Current assets and liabilities are comprised of items receivable/due within one year and items related to the circular

flow of goods. Current assets are valued at the lower of cost and market value.

Investment in subsidiaries

Subsidiaries are valued at cost. If actual value is below cost value and this continues over time, the investment in

subsidiaries will be impaired. Dividends, group contributions and other distributions from subsidiaries are recognized

in the same year as they are recognized in the financial statement of the provider. If dividends or group contribution

exceed withheld profits after the acquisition date, the excess amount represents repayment of invested capital, and is

recognized as a reduction in carrying value of the investment.

Foreign currency

Transactions in foreign currency are converted at the exchange rate applicable on the transaction date. Monetary

items in a foreign currency are converted to NOK using the exchange rate applicable on the balance sheet date.

Non-monetary items measured at the historical rate expressed in a foreign currency are converted into NOK using the

exchange rate applicable on the transaction date. Non-monetary items measured at fair value expressed in a foreign

currency are converted at the exchange rate applicable on the balance sheet date. Changes to exchange rates are

recognized in the income statement as they occur during the accounting period, and are presented as financial items.

Cash flow

The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash in hand, bank

deposits and other short-term, highly liquid investments.

Receivables

Accounts receivable and other receivables are recognized at transaction price, minus a provision for bad debt. Provision

for bad debt is determined on the basis of an individual assessment of receivables.Other receivables are valued using

the same principle. Bank accounts included in cashpool are classified as other receivables.

Taxes

The income tax expense is comprised of both taxes payable (22%) for the period, which will be due in the next financial

year, and changes in deferred tax. Deferred tax is determined on the basis of existing temporary differences between

booked net income and taxable net income, including year-end loss carry-forward, calculated at 22%. Temporary

differences, both positive and negative, which will be reversed, or are likely to be reversed, in the same period, are

recorded net.

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

NOTE 5 Tax

(In thousands of NOK) 2021 2020

Taxes payable on profit for the year - -

Change in deferred tax (16 262) 2 427

Total taxes for the year (16 231) 2 427

Specification of the tax base

Net income before income tax (69 076) 10 088

+ Permanent differences (52 524) (52 095)

+ Changes in temporary differences (12 567) 6 578

+ Received group contributions 54 043 52 924

- Use of losses carry-forward - (17 495)

= Tax base (80 125) 0

Specification of tax expenses

Taxes payable in the balance sheet - -

= Total taxes payable - -

+/- Changes in tax rate - -

+/- Change in deferred tax/tax assets (14 863) 2 521

+/- Change in deferred tax/tax assets correction from last year* (1 399) (94)

= Income tax expense (16 262) 2 427

Recognized into equity

Deferred tax/deferred tax assets

2021 2020

Accumulated tax losses carried forward (143 821) (63 062)

Shares and other securities - -

Other differences 12 801 234

Limited deduction for interest on related parties (5 138) (5 138)

= Basis for deferred tax (136 158) (67 966)

Deferred tax - -

Negative basis for deferred tax (136 158) (67 966)

= Basis for deferred tax asset (136 158) (67 966)

Deferred tax asset (29 955) (14 953)

Tax rate 31.12 (%) 22% 22%

Recognized deferred tax assets can be set off against future income.

NOTE 3 Other operating expenses

The company has no employees. Compensation to the members of the Board amounted to NOK 2.4m in 2021, and NOK

1.8m in 2020. The company has paid remuneration to the auditor in the following amounts:

(In thousands of NOK) 2021 2020

Audit fee 2 694 2 609

Other assurance services 29 555

Other non-audit services 123 130

Total 2 846 3 294

Fees are quoted excluding VAT.

Regarding wages and benefits, please see group Note 4.

NOTE 4 Investment in subsidiaries

The company is the parent company to Crayon Group AS. The company owns shares in:

(In thousands of NOK)

Registered

office

Historical

cost

Book

value

Ownership interest

and voting rights

Net

profit/loss

Company's

equity

Company

Crayon Group AS Oslo 783 903 849 943 100% 121 717 907 930

ICE Distribution hf Reykjavik 3 145 251 100% 62 (100)

850 193

Crayon Group Holding ASA has received the following group contributions:

(In thousands of NOK) 2021 2020

Crayon AS 54 043 52 924

Group accounts have been made for Crayon Group Holding ASA. Accounts are available from:

Crayon Group Holding ASA

Sandakerveien 114 A

0484 OSLO

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

The company’s major shareholders as of December 31 who own more than 1% of the share capital, are:

Shareholder name Shareholding

OEP ITS Coöperatief Holding U.A 12.2%

SIX SIS AG 10.4%

State Street Bank and Trust Comp (Nominee) 8.2%

FOLKETRYGDFONDET 6.3%

Axion BidCo Holding B.V. 5.7%

KARBON INVEST AS 5.5%

Nordnet Bank AB 2.6%

Credit Suisse (Switzerland) Ltd. 2.3%

State Street Bank and Trust Comp (Nominee) 1.9%

JPMorgan Chase Bank, N.A., London 1.4%

The Bank of New York Mellon SA/NV (Nominee) 1.4%

State Street Bank and Trust Comp (Nominee) 1.2%

Danske Invest Norge Vekst 1.2%

J.P. MORGAN BANK LUXEMBOURG S.A. 1.1%

Citibank, N.A. 1.1%

BNP Paribas Securities Services 1.1%

Skandinaviska Enskilda Banken AB 1.1%

Company trustees share ownership:

Officer Number of shares

Karbon Invest AS (Jens Rugseth, board member and Rune Syversen, Chairman of the Board) 4 800 000

Bente Liberg (COO), Goodcharma AS 338 390

Eivind Roald (board member), CR Holding AS 149 410

Brit Smestad (employee representative) 147 775

Jon Birger Syvertsen (CFO) 104 445

Camilla Magnus (board member) 44 043

Grethe Viksaas (board member) 39 599

Dagfinn Ringås (board member), CDR Holding AS 25 806

Christian Ødemark (employee representative) 11 468

Jens Rugseth (board member), Rugz AS 11 111

Melissa Mulholland (CEO) 5 821

Mette Wam (employee representative) 5 610

Florian Rosenberg (CTO) 5 429

NOTE 6 Equity

(In thousands of NOK) Share capital Own shares Share premium Other equity Total equity

Per 01.01.2021 81 688 (10) 976 887 28 004 1 086 569

Share issues 6 384 - 757 272 - 763 656

Share capital increase not registered - - - - -

Sharebased compensation - - - 35 583 35 583

Corr last year - - - 1 012 1 012

Net income for the year - - - (52 815) (52 815)

Per 31.12.2021 88 072 (10) 1 734 159 11 784 1 834 005

NOTE 7 Share capital

The company has 88 071 987 shares at a nominal value of NOK 1. The total share capital amounts to NOK 88 071 987.

Crayon group Holding ASA has 88 071 987 issued shares at a nominal value of NOK 1 (December 31, 2020; 81 687 519

shares at nominal value of NOK 1). In 2021 the company increased the share capital with 6 384 468 shares at nominal

value of NOK 1. Each share gives right to one vote.

The total share capital amounts to NOK 88 071 987.

The company owns 10 000 of its own shares to facilitate management of employee share purchases.

Shares Number of shares Total nominal value Statutory provisions on voting

Shares 88 071 987 88 071 987 One share – one vote

The General Meeting on April 16, 2021 authorized the board of directors to increase the share capital in three different

settings. All three authorizations are valid until the earlier of Crayon’s annual general meeting in 2022 and June 30, 2022.

In relation to the Company’s incentive schemes, the Board is granted an authorization to increase the Company's share

capital with up to NOK 4 996 754, provided however that the authorization cannot be used for an amount in excess of

6% of the Company's share capital.

In connection with acquistions, etc. The Board is granted an authorization to increase the Company's share capital with

up to NOK 8 327 923, provided however that the authorization cannot be used for an amount in excess of 10.0% of the

Company's share capital.

The board of directors is granted an authorization to, on behalf of the Company, to repurchase treasury shares with

a total nominal value of NOK 8 327 923, corresponding to 10% of of the Company's share capital at the time of the

approval. The maximum amount to be paid per share is NOK 250 and the minimum is NOK 1.

In accordance with the company’s Articles of Association, the number of shares is the same as the number of ordinary

shares issued and fully paid-up.

CONSOLIDATED FINANCIAL

STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Statement of income

Balance sheet

Cash flow

NOTES TO FINANCIAL STATEMENTS

Note 1 Accounting principles

Note 2 Transactions with related

parties

Note 3 Other operating expenses

Note 4 Investment in subsidiaries

Note 5 Tax

Note 6 Equity

Note 7 Share capital

Note 8 Financial instruments

Note 9 Issuance of bond loan

NOTE 8 Financial instruments

The total financial liabilities relating to the bond loan amounted to the following at 31.12:

(In thousands of NOK) 2021 2020

Bond principal 2 100 000 300 000

Currency swap - -

Interest swap - -

Transaction cost (19 204) (4 785)

Total financial liabilities 2 080 796 295 215

Further information regarding currency swap, interest swap and revolving credit facility, please see group Notes 16 and

19.

Guarantee

Crayon Group Holding ASA (parent company) guarantees to Microsoft the full and promptly payment of a number of

the parent's company affiliates outstanding debt and performance obligations, related to the normal core of business

of the Group and recognized as part of account payables in the statement of the financial position. At year end, the total

outstanding debt and obligations of the relevant parent company affiliates amounted to NOK 1 791m.

NOTE 9 Issuance of bond loan

In November 2019, the company successfully completed the issuance of a NOK 300m senior unsecured bond, with a NOK

600m borrowing limit.

The bonds have a floating coupon rate of 3 months NIBOR + 350 bps. p.a.(CRAYON 03). Any outstanding bonds is to be

repaid in full at maturity date.

The net proceeds from the bond issue was used to refinance CRAYON02 in November 2019, with a total principal of NOK

450m at a coupon of 3 months NIBOR +550bps. p.a.

On July 1, 2021 Crayon issued a NOK 1 800m 4-year senior unsecured floating rate bond issue with a coupon of 3 months

NIBOR + 375bps. This was settled July 15, 2021 and is presented as non-current interest-bearing debt.

Considering the refinancing mentioned above, the group also increased its revolving credit facility from NOK 350m to

NOK 1000m in October 2021. Transaction costs of NOK ~29m related to the bond issue and RCF are amortized over the

lifetime of the loans.

The outstanding bond principal (NOK) was up to April 2020 hedged against the relevant currencies comprising the

underlying cash flow of the company. The currency swap was realised in April 2020 and a realised currency loss of NOK

13.7m was recognised in profit or loss.

The Company terminated all hedging derivatives during 2020 and has not entered new heding instruments during 2021

linked to the bond loan.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Responsibility statement from the Board of Directors

We hereby confirm that the annual accounts for the Group and the company for 2021 to the best of our knowledge

have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Group and the company taken as a whole.

The Board of Directors’ report gives a true and fair view of the development and performance of the business and the

position of the Group and the company, as well as a description of the principal risks and uncertainties facing the Group

The Board of Directors of Crayon Group Holding ASA

Oslo, April 25, 2022

Rune Syversen Jennifer Koss Camilla E. Magnus Dagfinn Ringås Eivind Roald Jens Rugseth

(Chairman) (Board Member) (Board Member) (Board Member) (Board Member) (Board Member)

Grethe H. Viksaas Brit B. Smestad Mette Wam Christian B. Ødemark Melissa Mulholland

(Board Member) (Employee Representative) (Employee Representative) (Employee Representative) (CEO)

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Auditor’s report

KPMG AS

Sørkedalsveien 6

Postboks 7000 Majorstuen

0306 Oslo

Telephone

+47 45 40 40 63

Fax

Internet

www.kpmg.no

Enterprise

935 174 627 MVA

To the General Meeting of Crayon Group Holding ASA

Independent Auditor’s Report

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Crayon Group Holding ASA, which comprise:

• The financial statements of the parent company Crayon Group Holding ASA (the Company),

which comprise the balance sheet as at 31 December 2021, the income statement and cash

flow statement for the year then ended, and notes to the financial statements, including a

summary of significant accounting policies, and

• The consolidated financial statements of Crayon Group Holding ASA and its subsidiaries (the

Group), which comprise the consolidated statement of financial position as at 31 December

2021, the consolidated statement of profit or loss and other comprehensive income, the

consolidated statement of changes in equity and consolidated statement of cash flows for the

year then ended, and notes to the financial statements, including a summary of significant

accounting policies.

In our opinion:

• the financial statements comply with applicable statutory requirements,

• the financial statements give a true and fair view of the financial position of the Company as at

31 December 2021, and its financial performance and its cash flows for the year then ended in

accordance with the Norwegian Accounting Act and accounting standards and practices

generally accepted in Norway, and

• the 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 its cash flows for the year

then ended in accordance with International Financial Reporting Standards as adopted by the

EU.

Our opinion is consistent with our additional report to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Financial Statements section of our report. We are independent of the Company and the Group

as required by laws and regulations and the International Ethics Standards Board for Accountants’

International Code of Ethics for Professional Accountants (including International Independence

Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with

these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit

Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of the Company for 4 years from the election by the general meeting of the

shareholders on 8 May 2018 for the accounting year 2018.

Key Audit Matters

Independent Auditor's Report - Crayon Group Holding ASA

Key audit matters are those matters that, in our professional judgment, were of most significance in our

audit of the financial statements of the current period. These matters were addressed in the context of

our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Revenue recognition

Refer to Note 2 Accounting principles, critical estimates and judgements, and Note 3 Segment

information

The key audit matter

How the matter was addressed in our audit

The Group’s revenue, which comprises revenue

from sale of software and services, including

software and cloud licenses and value-added

services and consulting, totalled 26 438 MNOK for

the year ended 31 December 2021.

The Group holds many different types of contracts

with customers and has applied judgment in

assessing key elements of the contracts in respect

of revenue recognition. Significant management

judgment can be required in determining the

appropriate measurement and timing of recognition

of differ

ent elements of revenue within bundled

sales packages, particularly for software and cloud

license arrangements bundled with value-add

services. Furthermore, there is a high degree of

judgement in determining the number of

performance obligations which can

impact the

timing and amount of revenue recognition for

certain contracts.

Our audit procedures in this area included:

• Applying professional scepticism and critically

assessing the accounting judgments against

the requirements of IFRS 15

including an

ass

essment of the timing of revenue

recognised in the period;

•

Challenging management's assessment of

revenue recognition criteria for licenses and

services in

particular in relation to new

contracts and renewals, and the identification

of performance obligations; and

•

Inspecting a sample of contracts with

customers, in order to assess whether the

assessments regarding the identification of

performance obligations and the method for

revenue recognition was appropriate, with

focus on the assessment of the contract

under the licensing criteria, allocation of

revenue to the individual performance

obligations and timing of revenue recognition.

Business Acquisition

Refer to Note 2 Accounting principles, critical estimates and judgements, Note 9 Goodwill and Note 20

Acquisition of Business

The key audit matter

How the matter was addressed in our audit

The Group’s acquisition for the current year was

valued at 2 762 MNOK consisting of Sensa Ehf

(236 MNOK) and rhipe Limited (2 527 MNOK).

As part of the acquisition accounting, accounting

standards require the purchase price to be

allocated between the acquired assets and

liabilities, resulting in the recognition of tangible

and intangible assets and goodwill if applicable.

The principal areas of judgement in management’s

purchase price allocation exercise relate to the

valuation of intangible assets

including goodwill

and the identification of liabilities.

Our audit procedures in this area included:

• Reading and understing the share purchase

agreement and other relevant documents to

assess the appropriateness of the accounting

method applied, and to identify other factors

which may impact the financial statements.

• Assessing the timing of the transfer of control

and the completeness and accuracy of the

related entries to the consolidated financial

statements.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Independent Auditor's Report - Crayon Group Holding ASA

Due to the significance and complexity of the

transactions there’s a risk that erroneously

developed or applied assumptions can lead to

material misstatements in the financial statements.

•

Agreeing consideration transferred to the

share purchase agreement and the cash

disbursements

• Assessing

management’s purchase price

allocation adjustments and the identification

and valuation of acquired intangible assets

including goodwill.

• Assessing

the competence and

independence of the

valuation expert

engaged by management

by reference to

their qualifications and experience.

• With assistance from

KPMG valuation

specialists, assessing

the underlying

valuation methodology and by reference to

market data, assessing

the inputs to and

calculation of the discount rate used by

management.

• Assessing

the appropr

iateness of the

disclosures in the consolidated financial

statements with reference to the share

purchase agreement and the purchase

price allocation.

Other Information

The Board of Directors and the Managing Director (management) are responsible for the information in

the Board of Directors’ report and the other information accompanying the financial statements. The

other information comprises information in the annual report, but does not include the financial

statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the

information in the Board of Directors’ report nor the other information accompanying the financial

statements.

In connection with our audit of the financial statements, our responsibility is to read the Board of

Directors’ report and the other information accompanying the financial statements. The purpose is to

consider if there is material inconsistency between the Board of Directors’ report and the other

information accompanying the financial statements and the financial statements or our knowledge

obtained in the audit, or whether the Board of Directors’ report and the other accompanying information

otherwise appears to be materially misstated. We are required to report if there is a material

misstatement in the Board of Directors’ report or the other information accompanying the financial

statements. We have nothing to report in this regard.

Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report

• is consistent with the financial statements and

• contains the information required by applicable legal requirements.

Our opinion on the Board of Director’s report applies correspondingly to the statement on Corporate

Governance and the Environmental, Social and Governance report.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in

accordance with the Norwegian Accounting Act and accounting standards and practices generally

accepted in Norway, and for the preparation and true and fair view of the consolidated financial

Independent Auditor's Report - Crayon Group Holding ASA

statements of the Group in accordance with International Financial Reporting Standards as adopted by

the EU, and for such internal control as management determines is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s and the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern. The financial statements of the Company use the going concern basis of accounting insofar

as it is not likely that the enterprise will cease operations. The consolidated financial statements of the

Group use the going concern basis of accounting unless management either intends to liquidate the

Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of

these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

professional scepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financial statements, whether due

to fraud or error. We design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

• obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company's or the Group's internal control.

• evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• conclude on the appropriateness of management’s use of the going concern basis of

accounting, and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company and the Group's

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our auditor’s report. However, future

events or conditions may cause the Company and the Group to cease to continue as a going

concern.

• evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves a true and fair view.

• obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the group

audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

Independent Auditor's Report - Crayon Group Holding ASA

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.

Report on Other Legal and Regulatory Requirements

Report on compliance with Regulation on European Single Electronic Format (ESEF)

Opinion

We have performed an assurance engagement to obtain reasonable assurance that the financial

statements with file name 5967007LIEEXZXI98043-2021-12-31-en have been prepared in accordance

with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the

accompanying Regulation on European Single Electronic Format (ESEF).

In our opinion, the financial statements have been prepared, in all material respects, in accordance with

the requirements of ESEF.

Management’s Responsibilities

Management is responsible for preparing, tagging and publishing the financial statements in the single

electronic reporting format required in ESEF. This responsibility comprises an adequate process and

the internal control procedures which management determines is necessary for the preparation, tagging

and publication of the financial statements.

Auditor’s Responsibilities

Our responsibility is to express an opinion on whether the financial statements have been prepared in

accordance with ESEF. We conducted our work in accordance with the International Standard for

Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of

historical financial information”. The standard requires us to plan and perform procedures to obtain

reasonable assurance that the financial statements have been prepared in accordance with the

European Single Electronic Format.

As part of our work, we performed procedures to obtain an understanding of the company’s processes

for preparing its financial statements in the European Single Electronic Format. We evaluated the

completeness and accuracy of the iXBRL tagging and assessed management’s use of judgement. Our

work comprised reconciliation of the financial statements tagged under the European Single Electronic

Format with the audited financial statements in human-readable format. We believe that the evidence

we have obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 25 April 2022

KPMG AS

Julie Berg

State Authorised Public Accountant

CONSOLIDATED FINANCIAL

STATEMENTS

Profit or loss

Financial position

Cash flow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 General information

Note 2 Accounting principles,

critical estimates &

judgements

Note 3 Segment information

Note 4 Payroll and other income

and expenses

Note 5 Audit fee

Note 6 Share options

Note 7 Equipment and right-of-use

assets

Note 8 Intangible assets

Note 9 Goodwill

Note 10 Financial income and

expenses

Note 11 Earnings per share

Note 12 Tax

Note 13 Accounts receivable

Note 14 Cash & cash equivalents

Note 15 Equity

Note 16 Interest bearing debt and

derivatives

Note 17 Other non-current and

current liabilities

Note 18 Financial instruments

Note 19 Financial risk

Note 20 Acquisition of business

Note 21 Management remuneration

Note 22 Related parties

Note 23 Collateral and guarantees

Note 24 Subsidiaries, associates and

non-controlling interests

Note 25 Largest shareholders,

numbers of shares held by

management and board of

directors

Note 26 Subsequent events

FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

(In thousands of NOK) 2021 2020

EBITDA 590 973 381 414

Other Income and Expenses 63 926 31 488

Adjusted EBITDA 654 899 412 902

(In thousands of NOK) 2021 2020

Specific M&A costs and legal structuring 20 148 416

Share based compensation 55 002 48 684

Forgivable loan (US) (13 963) (17 612)

Other personell costs 2 738 -

Other income and expenses 63 926 31 488

Net working capital: Non interest bearing current assets, net of cash less non interest bearing current liabilities. Net

working capital gives a measure of the funding required by the operations of the business.

(In thousands of NOK) 2021 2020

Inventory 2 869 8 846

Accounts receivable 4 492 969 3 393 421

Other current receivables 1 421 421 263 347

Income taxes payable (58 171) (49 812)

Accounts payable (4 813 772) (3 560 040)

Public duties (458 898) (250 918)

Other current liabilities (1 299 019) (784 004)

Net working capital (712 601 ) (979 161)

Adjusted EBITDA margin: Adjusted EBITDA divided by Gross Profit

(In thousands of NOK) 2021 2020

Gross profit 3 039 747 2 344 785

Adjusted EBITDA 654 899 412 902

Margin 22% 18%

Crayon Goup Holding's financial information in this report is prepared under International Financial Reporting

Standards (IFRS), as adopted by the EU.

To enhance the understanding of Crayon's performance, the company has presented a number of alternative

performance measures (APMs) that are regularly reviewed by management. An APM is defined by ESMA guidelines as

a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial

measure defined or specified in the relevant financial reporting framework (IFRS).

Crayon uses the following APM's:

Gross Profit

Gross profit is calculated as operating revenue less materials and supplies. The Group's revenue is recognized either

gross or net depending on revenue streams. As a result, management prepares budgets on gross profit rather than

gross revenue. Management uses gross profit as a key performance measure in order to create a unified performance

meassure across business areas. Crayon believes that the measure provides useful and necessary information to

investors and other related parties based on the following reasons:

it displays the Group's performance independently of types of revenue streams

it is necessary in order to understand the Groups financials

it is used for internal performance analysis

(In thousands of NOK) 2021 2020

Operating revenue 26 438 331 19 599 455

Cost of sales 23 398 584 17 254 670

Gross profit 3 039 747 2 344 785

EBIT

Earnings before interest expense, other financial items and income taxes

EBITDA

Earnings before interest expense, other financial items, income taxes, depreciation and amortization

EBITDA before other income and other expenses (Adjusted EBITDA)

Earnings before interest, tax, depreciations and amortizations (EBITDA) is a key financial parameter for Crayon.

EBITDA before other income and other expenses is defined as EBITDA less refinancing cost, M&A and strategy cost and

extraordinary personell cost. This measure is useful to users of Crayon’s financial information in evaluating operating

profitability on a more variable cost basis as it excludes depreciations and amortization expense related primarily to

capital expenditures and acquisitions that occurred in the past, non-recurring items, as well as evaluating operating

performance in relation to Crayon’s competitors.

The EBITDA margin presented is defined as EBITDA before other income and other expenses divided by total revenues.

Alternative performance measures

Crayon Group Holding ASA

Sandakerveien 114A

0484 Oslo

Norway

Crayon.com