Annual Report 2022

Contents

ABOUT CRAYON

Crayon in brief

Executive management

The Crayon share

ESG

ESG at Crayon

Crayon Cares

FINANCIALS

YEAR IN REVIEW

Financial highlights

CEO letter

Highlights of the year

CORPORATE

GOVERNANCE

BOARD OF DIRECTORS’

REPORT

Board of Directors

Adjusted EBITDA

NOK million

Full time employees (FTE)

Gross proﬁt

NOK million

Gross proﬁt by market clusters

NOK million

Adjusted EBITDA

Europe, US, APAC & MEA

Nordic

HQ & Eliminations

42%

Gross proﬁt growth

30%

Adjusted EBITDA growth

19%

Adjusted EBITDA margin

3,447

FTEs

Financial highlights

1000

2000

3000

4000

5000

3,165

4,496

2021 2022

200

400

600

800

1000

2021 2022

644

839

Periods restated as agent.

Key ﬁgures

(NOK thousands) 2022 2021

Operating revenue 5,199,561 3,658,787

Gross proﬁt 4,495,561 3,164,704

EBITDA 751,482 579,646

Adjusted EBITDA 839,217 643,572

EBIT 417,138 405,103

Net income 23,326 245,111

Earnings per share 0.29 2.59

Gross proﬁt margin 11.5% 12.0%

Adjusted EBITDA margin 18.7% 20.3%

2022 2021

Liquidity reserve 1,487,379 1,992,043

Net working capital -120,530 -462,705

Leverage ratio (multiple) 2.2 1.8

Full time employees (FTE) 3,447 2,900

For further details see Alternative performance measures.

500

1000

1500

2000

2500

3000

3500

3,447

2,900

1,205

1,484

1,835

20222018 2019 2020 2021

1,486

1,809

2,345

3,165

4,496

1000

2000

3000

4000

5000

2,548

1,765

1,546

1,516

1,119

1,235

774

1,036

558

905

183

103

-9-223

CEO letter

Dear shareholders, customers, partners, and

colleagues,

This year we have experienced strong growth,

in both revenue and adjusted EBITDA, low

employee turnover, and a continued 95%

customer retention. All of this is thanks to our

people-centric approach and resilient business

strategy.

Our customer-ﬁrst mindset has been the

foundation of our culture and go-to-market

throughout our 21-year history. It continues to be

our key dierentiator due to our focus on adding

value to our customers and partners.

In this challenging market where businesses are

looking for ways to trim costs, our customers are

asking for more help, especially in optimizing IT spend,

cloud usage as well as accessing data insights through

AI to improve productivity.

The global market

The market has been fueled by a demand for

technology solutions across the enterprise. This

demand increased in the wake of the pandemic, and

during global events such as the war in Ukraine and

inﬂationary economic pressures.

According to Gartner

: “Global IT spending is forecast

to reach $4.5 trillion in 2023, representing a 5.4%

increase over 2022 spending levels.”

The demand for IT remains strong:

• The cloud managed services market is forecast

reach $9.182 billion in 2026, growing at a ﬁve-year

CAGR of 11.7% in USD.

• Public cloud services are forecast

to grow by 20.4%

as organizations continue to accelerate cloud

adoption.

• The IT services market is forecast

to increase by

5.5% in USD in 2023.

When looking at how CIOs are spending money, they

are evaluating cost savings, better leveraging the

beneﬁts of cloud, and getting more value out of their

data.

Our customer-centric business strategy

Cost optimization. This is what we were founded on

and an area where we have a competitive advantage.

Making sure that our customers have the technology

that they truly need fuels our customer-focused

approach. We learn about their business, assess their

software and cloud spending through our licensing

capabilities, and ﬁnd the best solutions for their

success.

Cloud optimization. Businesses are continually

looking to modernize their cloud use and operations.

According to Gartner, spending in this area is

forecast to grow by 11.8% for software and 8.5% for

services.

This includes everything from our software

capabilities, infrastructure, cybersecurity, applications,

and overall managed services.

Business optimization. We unlock the value of data

with scalable data platforms and AI-powered

solutions. These solutions can be used to optimize all

aspects of a business because it helps them make

more informed decisions, reduce costs, increase

eciency, and improve customer satisfaction.

Crayon's Data and AI Services Practice, delivers

world-class solutions through Centers of Excellence

around the world. We have nearly 10 years of

experience, more than 200 projects delivered, and

120 data and AI experts that help customers eciently

navigate the world of Data and AI, always focusing on

the problem and solution, not technology.

Our ﬁnancial strength is due

to a resilient business model

built on customer centricity.

This has enabled us to weather

economic turbulence and

capitalize on market growth

opportunities.

– Melissa Mulholland, CEO

1 Gartner

Forecast Analysis: IT Spending, Worldwide. Published 23

February 2023. By Analyst(s): John-David Lovelock, Linglan Wan.

2 Gartner Market Opportunity Map: Cloud IT Services Published

16 September 2022. By Analyst(s): Brandon Medford, Colleen

Graham, Craig Lowery, Scot MacLellan.

3 Gartner Newsroom, October 31 2022: Gartner Forecasts

Worldwide Public Cloud End-User Spending to Reach Nearly

$600 Billion in 2023.

4 Gartner Market Databook, 4Q22 Update. Published 22 December

2022. By: John-David Lovelock, Linglan Wang, Adrian O'Connell,

Ranjit Atwal, MeganFernandez, Grigory Betskov, Amarendra,

Arunasree Cheparthi, Srujan Akurath.

2022 Financials

Our ﬁnancial performance for this past year continued

to be strong with a growth in revenue of 42%.

Our strategic global expansion eorts have been

successful, with our international markets representing

57% of revenue, however, the Nordics remain our

largest market and a cornerstone of the business.

Growth also was particularly strong in Europe at 53%

and in APAC and Middle East and Africa, which was

up 128%.

Adjusted EBITDA ended at 18.7% for the full year with

overall margin development impacted by continued

investments into our international markets. In 2023

we will continue to drive proﬁtable growth in key

international markets while maintaining cost control

to ensure margin expansion and create shareholder

value.

Our people

The culture at Crayon is one of a kind. Though we are

in 46 countries and have a diverse workforce, we are

united as one in serving our customers and partners.

Our “One Crayon” philosophy was also exempliﬁed

when the war broke out in Ukraine. We organized

evacuation eorts for our employees and their families

who wanted to leave the country, employees from

around the world opened their homes to help the

evacuees relocate and we established a fund to help

all those aected. The generosity shown is a great

example of the mindset in our people-ﬁrst culture.

Sustainability

In 2022, we also made signiﬁcant gains in our

approach to sustainability. We improved our carbon

emissions reporting framework to ensure global

consistency and accuracy.

This means in 2023 we will be able to better identify

emission hotspots across the globe according to

the GHG protocol and strengthen our data-driven

approach to achieve our science-based targets.

Thank you

As the CEO of Crayon, I am proud of what we’ve been

able to accomplish this year. Our solid ﬁnancial results,

the strength of our culture, and how we continue to

help our customers reduce cost, manage software and

cloud services, and leverage advanced technology to

create business value.

Thank you for all that everyone has done in 2022 and I

am looking forward to more success in 2023.

Melissa

Melissa Mulholland, CEO

Our commitment to value creation

is how we support our customers to

thrive today, and scale for tomorrow.

– Melissa Mulholland, CEO

January

• Crayon India begins employee program

with more than 60 people focused on

the professional development of women

employees.

February

• Singapore’s president gave Crayon national

recognition for our disability-inclusive

employment practices

• Crayon Norway opened its new oce in

Stavanger, Norway.

March

• Helped evacuate employees’ families from

Ukraine

• Started a donation fund for those aected by

the war in Ukraine

Highlights of the year

April

• Crayon placed No. 2 on the SHE Index. Wins

Rising Star Award for company that made the

most advances.

May

• Crayon celebrated its 20th anniversary, with

events in all its 46 countries.

• Crayon becomes a Microsoft AI and Machine

Learning Advanced Specialization Partner.

• Workplace from Meta has awarded Crayon

Elite Partner status.

June

• Crayon teams in Norway, Estonia and Romania

win Microsoft Partner of the Year awards.

• AWS awarded Crayon with Premier Partner

status

July

• Crayon releases new bonus share program for

employees.

• Launches ﬁrst companywide employee

recognition award program Groupwide

• Crayon France named the DocuSign EMEA

Strategic Reseller Partner of the Year.

August

• Crayon and its subsidiary Anglepoint named

in Gartner’s 2022 Magic Quadrant for SAM

Managed Services

September

• rhipe won the ARN Distributor Innovation

Software Award

October

• Bente Liberg appointed Chief HR Ocer

• Erwin Heinrich appointed Chief Operating

Ocer

• Crayon India was awarded Best Workplaces for

Women 2022

• Crayon launches global volunteering initiative

called Crayon Cares

November

• The 2022 edition of Crayon’s women leadership

program begins.

December

• Crayon becomes the No. 5 partner in the

world for the Microsoft Azure Migration and

Modernization Program (AMMP).

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

46 countries

Worldwide

3,447 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.

We help our customers reduce cost, manage

software and cloud services, and leverage

advanced technology to create business value.

80,000 customers

From SME to large enterprise, with

a high share of public sector

Crayon in brief

Melissa Mulholland

Chief Executive Ocer

Melissa was appointed as CEO in

March 2021 after joining Crayon in

September 2020 as Chief Services

& Solutions Ocer, responsible

for leading the global strategy

to drive long-term customer

success and innovation in the

cloud. An acknowledged global

expert in digital transformation,

Melissa joined the company

after a distinguished 12-year

career at Microsoft where she

led the global strategy and

business development on how

companies can be proﬁtable in

the cloud with an additional focus

on talent development. Prior to

Microsoft, Melissa worked at

Intel Corporation as a Finance

Manager.

Melissa holds an MA in Business

Administration and Strategic

Management from Regis University

in Colorado and is the author of

no less than 12 books focusing on

building cloud businesses. A US

national, she lives in Oslo, Norway.

Jon Birger Syvertsen

Chief Financial Ocer

Jon Birger joined Crayon in March

2018 as CFO. Before this, he was

the CFO of Kebony AS and he

also held management/business

development roles at FMC Health

& Nutrition and Epax AS. He

was Engagement Manager at

McKinsey & Company, where he

was a member of the Corporate

Finance practice serving clients

in multiple industries across

Europe. Jon Birger holds a Master

of Science degree in Industrial

Economics and Technology

Management from the Norwegian

University of Science and

Technology (NTNU) and Universität

St. Gallen in Switzerland. He is a

Norwegian citizen, residing in Oslo,

Norway.

Bente Liberg

Chief Human Resources Ocer

Bente Liberg joined Crayon

in March 2002 and has held

various positions in the company,

operating ﬁrst as Consulting

Manager and then, from 2007,

as Director of HR & Business

Development. In 2010 she was

appointed COO. Bente has 15

years of experience as an IT

infrastructure consultant and

nine years as a manager for

IT consultants. Her previous

employers include Netcenter,

EDB, and Eterra/Getronics. Bente

studied at the NKI Computer

College (DPH). She is a Norwegian

citizen, residing in Oslo, Norway.

Gudmundur Adalsteinsson

Chief Sales Ocer

Gudmundur Adalsteinsson joined

Crayon in 2013 and has since ﬁlled

several roles including founding

Crayon Iceland and serving as

vice president of Channel. He

also founded Ice Distribution,

a subsidiary of Crayon. Prior to

Crayon, Gudmundur spent 10

years at Microsoft, where he

worked in Denmark, Iceland and

New Zealand in dierent sales and

partner management roles.

Gudmundur holds a bachelor’s

degree from Ecole Hoteliere de

Lausanne. He is an Icelandic

citizen who studied and worked

in Switzerland, US, and New

Zealand and currently resides in

Copenhagen, Denmark.

Florian Rosenberg

Chief Technology Ocer

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. He is an Austrian citizen,

residing in Vienna, Austria

Erwin Heinrich

Chief Operating Ocer

Erwin Heinrich was appointed

COO in November 2022, where his

focus is on strengthening Crayon’s

global ability to execute and

scale eciently. He has a proven

record in business transformation,

expansion and unlocking business

potential, as demonstrated in

several senior management

positions.

As a General Manager for Crayon

Austria, he previously rebuilt the

organization and established the

oce to host the Crayon’s Data

and AI Center of Excellence.

Erwin has a Master’s degree in

Economics and Computer Science

from the Technical University of

Vienna. He is an Austrian citizen,

residing in Vienna.

Executive management

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 is 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, 2022, the share capital in the company

was NOK 89,285,768, divided into 89,285,768 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, 2022, Crayon had 4,912 private

and institutional investors, of which approximately

35% Norwegian, 24% from the US, and 17% Sweden.

The remaining 24% were spread across various

international markets.

The share capital increased by NOK 1,213,781 in

2022, related to shares issued in relation to Crayon’s

employee stock purchase plan.

Share performance

At year-end, the share price was NOK 101.10,

corresponding to a market capitalization of NOK

9.0bn. The highest share price achieved was NOK

198.6 in march, while the lowest price of NOK 78,75

was recorded in september. Total return on the share

in 2022 was minus 45%.

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 2022, Crayon issued a total of 408,123 new

shares in relation to the program, each with a nominal

value of NOK 1.00.

Share price and OSEBX

Index

development 2022

Share price development since IPO

Share price OSEBX Index

Geographical shareholder distribution

Norway (35.3%)

United States (24.1%)

Sweden (17.2%)

France (4.0%)

Denmark (3.5%)

Germany (2.8%)

Belgium (1.0%)

Other (12.2%)

451%

Return on investments since IPO

4,912

Number of shareholders

100

150

200

250

100

150

200

Shareholders

Name Shares Ownership (%)

State Street Bank and Trust Comp 8,529,519 9.55

OEP ITS Coöperatief Holding U.A 7,400,000 8.29

FOLKETRYGDFONDET 6,253,036 7.00

State Street Bank and Trust Comp 4,856,919 5.44

KARBON INVEST AS 4,800,000 5.38

BNP PARIBAS ARBITRAGE SNC 4,275,529 4.79

Nordnet Bank AB 2,951,489 3.31

Skandinaviska Enskilda Banken AB 2,873,540 3.22

Credit Suisse (Switzerland) Ltd. 1,741,753 1.95

JPMorgan Chase Bank, N.A., London 1,607,407 1.80

Ten largest shareholders 45,289,192 50.7

Other shareholders 43,996,576 49.3

Total 89,285,768 100.00

Financial calendar

Annual general meeting April 26, 2023

Q1 2023 report May 23, 2023

Q2 2023 report August 24, 2023

Q3 2023 report November 8, 2023

Q4 2023 report February 14, 2024

Ownership structure

No. of

shares held

No. of

shareholders

Total number

of shares

% of share

capital

1–1 000 3,884 902,406 1.01

1 001–10 000 821 2,568,170 2.88

10 001–100 000 141 4,485,269 5.02

100 001–500 000 43 10,739,674 12.03

500 001– 25 70,590,249 79.06

Analyst coverage

Company Analyst Phone Email

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

Arctic Securities Kristian Spetalen +47 95 10 08 87 kristian.spetalen@arctic.com

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

BNP Paribas Exane Martin Jungﬂeisch +49 69 4272 97328 martin.jungﬂeisch@exanebnpparibas.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 Christoer Wang Bjørnsen +47 24 16 91 43 christoer.wang.bjornsen@dnb.no

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

SEB Oliver Kielland +47 21 00 85 22 oliver.kielland@seb.no

Pareto Securities Olav Rødevand +47 22 87 87 30 olav.rodevand@paretosec.com

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

ESG at Crayon

Crayon has a transformative Environmental,

Social, and Governance strategy that is

intertwined with our mission: We believe in the

power of technology to drive the greater good.

In 2022, we focused on strengthening our ESG

foundation and to ensure our momentum moving

forward is both impactful and aligned across

the organization, we have invested in driving

the implementation of targeted initiatives by our

responsible business units, and dedicated ESG

resources to monitor progress and execute a data-

driven approach in achieving our goals.

Environmental: One Planet

The maturity of Crayon's Environmental Management

System was validated by the ﬁndings of our external

audit in 2022 when it was awarded global ISO 14001

certiﬁcation.

Race to net zero: On the road to achieving Crayon’s

target to reduce our Greenhouse Gas (GHG) emissions

by at least 40% by 2030, we are implementing a new

framework to capture emissions, identify hotspots,

and secure reductions in targeted areas across the 46

countries in which we operate.

Crayon has helped to develop the digital collaboration

platform used by members of the United National

Environment Program (UNEP). Our ongoing

engagement with UNEP enables Crayon to optimize

the design and implementation of our environmental

strategy through our direct exposure to cutting-edge

research and thought leadership in the domain of

environmental protection.

Social: People-ﬁrst

Diversity, equity, and inclusion: Crayon’s diversity

is one of our critical success factors, as it drives our

ability to innovate and deliver superior services to

our customers and partners worldwide. With the

continued growth in diversity across our workforce

in 2022, we have a targeted focus on recruiting and

developing talent from all backgrounds, experiences,

and perspectives.

Employee well-being: We believe that our employees

are our greatest asset and we want everyone to feel

safe, valued, and to bring their authentic selves to

work each day. In the face of challenges such as the

impact of the global pandemic, Russia’s invasion of

Ukraine, and the rise in natural disasters, we protect

team members with our rapid-reaction approach

to crisis management and Crayon’s needs-based

approach to supporting our employees.

Supporting local communities: In 2022, Crayon

launched its corporate volunteering program called

CrayonCares.

In addition to the incredible work already done by

many team members who have a longstanding

history of community support, this program enabled

employees worldwide to come together and leverage

each other’s experience. While dicult to measure as

we are accustomed to simply doing and giving, rather

than talking about it, we are aware of over 1,000 hours

of volunteer work having been carried out by team

members globally since the launch of the initiative.

Governance: Trusted Business

The fact that integrity is one of Crayon's core business

values is reﬂected in our ongoing commitment to

ensuring our governance framework meets the

requirements of a secured and trusted business.

Our newly established Crayon Trust Unit has brought

safety, privacy, security, integrity, risk, and compliance

under a uniﬁed Secured Productivity Management

System that is already globally certiﬁed in two

standards for information security (ISO 27001) and

privacy information (ISO 27701). This restructuring

continues to yield demonstrable results in increasing

the impact of our activities in each branch of

corporate governance, which are all subject to

ongoing internal audits by our dedicated Trust

Assurance team.

Secured business operations: In 2022, our ISO

auditors validated the strength of Crayon’s controls

in multiple areas, including Risk Management and

Business Continuity. Building on this validation, we are

increasing the investment in our Risk and Compliance

team. As part of our consolidation strategy under

the Crayon Trust Unit, we are also implementing

uniﬁed risk reporting and decision-making tools to

ensure that the requirements associated with each

of our governance branches are simultaneously built

into the controls which serve to secure our business

operations.

Secured data processing: As we continue the

longstanding year-on-year investment in our

Information Security and Data Protection team, its

collaboration with Crayon’s Global Cybersecurity

Services Unit is fast becoming one of our greatest

assets. This enables our internal security to leverage

the capabilities built by our services unit which uses

Crayon’s Trust Unit to reﬁne its service innovations and

ensure they have maximum impact in the market.

Secured business ecosystem: Whenever our

customers trust us with access to their IT systems and

data, they must be able to trust our partners and

suppliers on equal terms. Accordingly, we ensure our

implementation of privacy by design and security by

default encompasses our service delivery partners.

We are also committed to ensuring our third parties

meet our business integrity standards and to our own

duty to practice responsible sourcing, especially from

high-risk industries such as manufacturing, catering,

and janitorial services. Accordingly, our incoming

global due diligence process scrutinizes all our

suppliers on their procedures for integrity assurance,

protecting human rights, and ensuring decent working

conditions.

Crayon team members presenting at the UNEP Global Environment

Outlook (GEO) 7 meeting in Bangkok.

Crayon Cares

In Q4 of 2022, Crayon launched its corporate

volunteering initiative, Crayon Cares. Teams from

across the globe came together to take part in

giving back to their communities and support

organizations that are meaningful to them. The

below details some of the activities that were

participated in.

• Finland

Donated and delivered toys, home goods, and gifts

for families in crisis.

• Norway

Donated to provide supplies to the world’s most

vulnerable.

• Inmeta

Donated to Doctors without Borders as part of

TV-aksjonen in Norway.

• Sensa and Crayon Iceland

Volunteered at a distribution center sorting out

clothes that had been donated.

• South Africa

Donated to fund the education of girls in coding.

• France

Ran a trail carrying children with disabilities in

specially adapted wheelchairs.

• UAE

Took part in DubaiCares run to raise money for

charities supported by this event.

• Germany

Donated warm clothes and blankets to Ukraine.

• Poland

Donated toys, furniture, and Christmas gifts to a

local orphanage.

• USA

Donated money and food to support local food

banks.

• Australia

Supported Red Apple Day with a BBQ outside the

oce to raise money.

• Bulgaria

Cooked Christmas dinner for the elderly in local

villages and they made a food donation to a

nearby food bank.

• Malaysia

Spent a day volunteering in a sustainable farming

project, learning about green farming practices.

• The Netherlands

Completed four dierent volunteering activities

to ensure that all colleagues got the opportunity

to participate. These included making Christmas

decorations in a care home and taking some

elderly residents to the zoo.

• Austria

Supported a homeless charity with a donation of

warm clothes and coats.

• Ukraine

Made a monetary donation to a charity supporting

children in need.

• UK

Took part in Movember (growing a moustache for

charity) and raised money for men’s physical and

mental health charities.

• Indonesia

Volunteered at a home for seriously ill children.

• Romania

Gathered gifts and toys to donate to families in

crisis.

Our Middle East and Africa team participated in the Run Dubai

event to support girls' education in coding.

• Spain

Participated in a sponsored walk to raise money for

Ukraine.

• Denmark

Donated to a children’s charity.

Board of Directors’ report

Summary

Despite a challenging macroeconomic climate,

Crayon continued its strong performance with growth

across all markets in 2022. Due to the success of its

strategic, global expansion, markets outside the

Nordics now represent 57% of revenue.

Crayon also celebrated its 20th anniversary,

recognizing that since its founding, Crayon has stayed

true to its go-to-market strategy and focused on

building a customer-centric business. The acquisition

of rhipe was closed in November 2021 and during 2022

the Group has focused on completing a successful

integration as well as delivering on our growth

ambitions. The acquisition has been highly accretive

and makes Crayon a signiﬁcant player in APAC.

During the year the Group added net 547 new hires

to support future growth. In December changes were

also made to the management team, where the

decision was made to establish regional leadership

in the Nordics and Europe. These changes are

strategically important to enable us to drive further

growth and focus on these regions.

About Crayon

Crayon is a leading global innovation and IT services

company that help customers reduce cost, manage

software and cloud services, and leverage advanced

technology to create business value.

Crayon Group Holding ASA is the holding and parent

company of the Crayon Group. The Company is

headquartered in Oslo, Norway, and had 3,447 full

time employees across 46 countries at the end of 2022.

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’s core strategy of putting our customers’

value creation ﬁrst by focusing on both the business

beneﬁts and the costs is driven by the fundamental

belief that Software and Cloud Economics (“SCE”),

is the foundation of all intelligent IT decision making.

Through its business divisions Services and Software,

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.

During 2022 the Group continued to focus on

capitalizing and strengthening the positions in each

of our geographic markets, improving growth based

on our go to market strategy, as well as continuing to

invest in new technologies and capabilities to further

support our customers.

With this context the Board continuously strives to ﬁnd

the right balance in terms of protecting the core and

maintaining short-term proﬁtability, while investing

for the future to drive long-term value creation. In

order to achieve this, the company needs to continue

its eorts on developing institutional capabilities and

drive operational excellence across its operating

entities, whilst being agile enough to keep pace with

the industry itself.

Market environment

During 2022 the war in Ukraine, rising interest rates

and fears of a global recession have been the primary

concerns globally and across industries. Central

banks have been in a dicult position, weighing

to aggressively increase interest rates to ﬁght o

inﬂation while being mindful not to stiﬂe economic

growth. In addition, the pressure on global supply

chains continued as several major cities in China

througout the year implemented extensive restrictions

and lockdown measures due to a rising number of

Covid-19 cases.

Despite the challenging macroeconomic climate,

increased complexity in software and cloud services

and continuous digital transformation are driving

continued IT spend. Rising inﬂation is impacting

customer behavior and companies are increasingly

facing resource and cost pressure driving customers

to prioritize projects. While some reduce spend,

others accelerate innovation and see investments in

technology as an enabler of cost eciency thereby

making Crayon expertise in cost optimization

increasingly important. The economic turbulence will

likely change the way clients prioritize investments,

where they increase spending in some areas and

reduce in others, meaning the overall spending

remains broadly intact.

The adoption of modern technology, the way multi

cloud strategy drives digital transformation across

sectors means that traditional IT service companies

need to tailor their propositions to serve both adoption

and management of cloud services, platform and

various forms of digital initiatives.

In addition, clients are increasingly focusing on

strengthening security requirements when moving

to public cloud, driving the need for partners that

provides services around software to ensure processes

and tools that minimizes risk. Crayon has signiﬁcant

accreditations and strategic relationships with all

major leading technology vendors globally to help

our customers make informed decisions and optimize

their IT estate and continues to expand the pool of

vendors and partnerships. Vendors are changing their

partner strategies focusing on building fewer and

deeper relationships, partnering closer with those

who have innovative capabilities. Its critical to have

optimization services as well as capabilities within

FinOps, grounded with License and vendor program

expertise to be able to service customers well. Crayon

is uniquely positioned to service clients and help

optimize, manage and utilize the relationship with an

expanding pool of software and cloud vendors.

Businesses 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

oering 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 52% of gross proﬁt in 2022. These are two

distinct businesses where Crayon in its Direct business

oers licenses directly from vendors to customers,

whereas Channel is the license oering towards

Channel partners, typically hosters and ISVs.

Software and Cloud Economics represents 48%

of Gross Proﬁt and 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.

In 2022 Software and Cloud Direct revenue grew

28% driven by strong performance in Nordics, Europe

and APAC. Europe, Germany and Switzerland are

seeing solid performance as Crayon continue to

build capacity and win new clients. Software and

Cloud Channel grew 104% in 2022, driven by the rhipe

acquisition. Channel growth in Europe was also strong

at 34%. Software and Cloud Economics continued its

strong performance growing 14% organically. Growth

in Consulting was 39%, impacted both by contribution

from rhipe acquisition as well as strong performance

in Europe with 121% growth.

Crayon’s geographical presence is divided into four

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

and the US. As a result of increased international

expansion, the international markets have been the

primary driver of gross proﬁt growth over the last

few years and now represents 56% of gross proﬁt in

2022, while the Nordics remains the largest and most

mature market.

Financial summary

(amounts in parentheses refer to ﬁscal year 2021

results)

In 2022, Crayon continued to deliver strong growth

in particular in the international markets with

Revenues in Europe, APAC & MEA growing 53% and

128% respectively including contribution from the

acquisition of rhipe. Also in the US, investments into

growth is materializing and full year growth ended at

18%. Crayon has increased its investments and eorts

in the international market over several years and

the international expansion is a key building block in

continuing to grow and scale the business.

The Nordic market remains the largest market and

cornerstone of the business and continued its good

performance with 15% revenue growth.

Proﬁt or Loss

In 2022 revenue reached NOK 5 200m, up 42% year-

over-year (YoY), with strong growth across all market

clusters and business areas.

Adj. EBITDA

was NOK 839m, up 30% from NOK 644m

in 2021. The resulting Adj. EBITDA margin

was 18.7%

(20.3%). Included in the reported numbers are the eect

of change of accounting policy causing a negative

EBITDA impact in 2021 of NOK 11m and a negative

EBITDA impact in 2022 of NOK 51m. Nordics remains the

most proﬁtable market cluster with stable high EBITDA

margins of 34% (35%). Overall margin development

for the international markets reﬂects continued

investments in growth as well as somewhat higher

cost related to travel, and social events compared

to 2021. The EBITDA margin in APAC was impacted

by signiﬁcant one os relating to the Philippine

tax reassessments as well as Earn outs relating to

overperformance of historic acquisitions in the region.

Other income and expenses and share based

compensation (adjustments) were NOK 88m (64m)

and consisted primarily of earnouts relating to

overperformance in historic acquisitions and cost

related to Philippine tax reassessment in addition

to the share-based compensation. A tax audit in

Crayon Philippines revealed incorrect VAT reporting

on payments related to purchase of software licenses

from foreign suppliers. The error related to a limited

period and would not cause any beneﬁts for Crayon,

but nevertheless resulted in non-deductible VAT

and penalties amounting to NOK 30m. Crayon has

amended and rectiﬁed the reporting in Q4.

Operating proﬁt grew 3% YoY to NOK 417m (405m),

impacted by signiﬁcant increase in depreciation,

amortization and impairment ending at NOK 334m

(175m). Interest expenses were NOK 194m up from

NOK 83m in 2021, driven by increased net interest-

bearing debt and increased market rates. Net other

ﬁnancial expenses were NOK 164m compared to

NOK 29m in 2021. The change is driven mainly by

currency ﬂuctuations and revaluation of balance

sheet items as a result of translating from foreign

to functional currency, impacting in particular

receivables and payables as well as cash balances.

The strong negative impact for 2022 is driven mainly

by depreciation of NOK towards both USD and EUR.

See page 71 for details on Alternative performance measures

Income tax expense was NOK 42m (47m) and

the resulting net income was NOK 23m (245m),

representing diluted earnings per share of NOK 0.29,

down from NOK 2.59 in 2021.

Cash ﬂows

The Group’s cash ﬂow from operating activities

increased to NOK 102m from NOK 25m in 2021. The

cash ﬂow from operating activities in 2022 was

mainly driven by the EBITDA and changes in working

capital. Working capital was furthermore impacted

by signiﬁcant outstanding receivables from Philippine

public sector customers. Payables to Microsoft

has been continuously settled resulting in negative

working capital impact of approximately USD 45m for

year-end 2022. Managing working capital eciently

remains a critical priority for management and

the Group continuously strive to improve collection

processes through both new tooling as well as

increased internal focus on cash KPIs.

Cash ﬂows from investments were NOK -225m

(-2,561m). 2021 was impacted by the acquisition

of rhipe in November 2021. In 2022 payments for

capitalized assets increased to NOK 142m from

NOK83m, driven by increased investments in

capitalized development cost and investments related

to the two new oce locations in Oslo and Sydney.

Cash ﬂows from ﬁnancing activities amounted to

NOK 398m (2,375m), positively impacted by increased

utilization of the Group’s revolving credit facilities

(RCF). In November the Group repaid its outstanding

NOK 300m bond loan.

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

position of NOK 1,530m, up from NOK 1,217m in 2021.

The Board continuously monitors the Group’s cash

generation and will continue its eorts to maximize

cash ﬂows and the Group’s liquidity position.

Financial position

As of December 31, 2022, the Group had total assets

of NOK 14 833m. Current assets such as cash and

receivables represented NOK 10 187m, of which Cash

and Cash Equivalents made up NOK 1,530m and

Accounts Receivable made up NOK 6 563m. Non-

current assets represented NOK 4,464m and consisted

primarily of NOK 3,147m in Goodwill, NOK156m in

Intangible Assets relating to Technology and Software

and Development Costs, and NOK 541m from

identiﬁed customer contracts in acquired entities.

Total liabilities as of December 31, 2022 were NOK

12,293m, of which NOK 8,972m were current liabilities

such as accounts payables and public liability. Non-

current liabilities amounted to NOK 3,321m, mainly

related to a NOK 1,800m four-year senior unsecured

bond issued in July 2021 and RCF of NOK 900m.

Total equity was NOK 2,540m at the end of 2022.

The Group had signiﬁcant headroom with regards to

its bank covenants as of December 31, 2022.

Allocation of earnings for the year

Consolidated comprehensive income for the year

was NOK 157m. 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 on page 29 of this

report.

Parent company accounts

The parent company, Crayon Group Holding ASA, had

a net loss of NOK 72m, compared to a net loss of NOK

53m in 2021. The loss is carried forward. 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.

Going concern

The Board conﬁrms that the annual ﬁnancial state-

ments have been prepared under the assumption

that the Group 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.

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.

Macroeconomic and geopolitical risks have increased

during 2022 and risk management have had a high

focus througout the year.

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, safety, privacy, security,

compliance, market, ﬁnancial reporting, interest rates,

foreign currency, credit, and liquidity.

Interest rate risk

The Crayon Group’s main external borrowing is in

NOK, and it ﬂuctuates with NIBOR reference rate.

The Group currently does not have any interest rate

hedge, hence the Group is impacted by interest

cash ﬂow risk. In the current marked with increasing

reference rates globally, the Group experienced

signiﬁcant impact on interest paid during 2022 and

see an increased risk of future interest payments.

The Group also have interest bearing debt in other

currencies, mainly lease liability and currency cash-

pool balances, increasing the risk. The positive cash

position of the Group mitigates some of the risk.

Liquidity risk

Crayon Group is impacted by liquidity ﬂuctuation

associated with its gross sales and growth. The cash

ﬂow from operating activities is mainly impacted

by changes in the net working capital managed by

the subsidiaries. The Group Treasury Department

is responsible for Group cash ﬂow forecasting and

optimizing liquidity ﬂows centrally. Group Treasury

monitors forecasts of the Group’s liquidity frequently

and ensures that the operational requirements

are met as well as always maintaining sucient

headroom on debt facilities.

Due to the ﬁnancial market condition globally during

the recent year, the growth of developing markets has

become more working capital intensive in general.

Optimizing working capital is the key focus area at

Crayon. We strive for timely collection and ecient

management of the receivables, which is crucial to

ensure sucient liquidity.

On 21st November 2022, Crayon successfully repaid

the outstanding NOK 300m bond at maturity. On 31st

December 2022, Crayon holds one senior unsecured

bond of NOK 1 800m that matures July 2025. Cash

and cash equivalents at year end amounted to

NOK1,530m.

In 2022, Crayon’s revolving credit facility remained

NOK 1,000m and was fully utilized at year end,

whereof NOK 900m was drawn in cash and the

remaining utilized for guarantees. The credit

facility has mainly been utilized for working capital

purposes and trade ﬁnance such as bank guarantees.

Crayon stays compliant with the covenant reporting

required by the credit facility throughout the year.

As of December 31, 2022, the Group had signiﬁcant

headroom to the threshold in accordance with its

ﬁnancial covenants.

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.

Crayon operates in many jurisdictions and is

increasing its presence in growth markets outside of

the Nordic region, including markets that normally

carry a higher credit risk. Crayon has the credit risk

for the full amount of any gross sales invoiced on

behalf of the software supplier, even when acting as

an agent and only recognising net revenues. This also

includes situations with disputes between the software

vendor and the end user related to services delivered

or consumed. In such cases, Crayon engages in

dialogue with the end user and with the software

vendor in order to agree on balanced solutions.

Overdue receivables have increased signiﬁcantly

over the past year, increasing the overall credit risk.

Included in the overdue receivables is however a

signiﬁcant governmental receivable of USD 45m

in the Philippines. Delay in settlement is related to

administrative procedures following the change in

government and Crayon expects no impairment. See

note 2.4 and 13 for further information.

The Group Treasury overlooks the credit risk on a

centralized level whilst the subsidiaries are responsible

for enforcing standard payment and delivery

terms and conditions towards the clients. Credit

risk exposure is largely impacted by outstanding

receivables and contract assets. Credit check and

control procedure conducted by local subsidiaries

ensure the credit quality of the customers of Crayon.

The Group continues to intensify collection eorts

over accounts receivable as a precaution against

risk brought about by increased operations in new

markets outside the core Nordic region.

Foreign currency risk

The global expansion of Crayon has led to signiﬁcant

business growth as well as currency exposure. The

currency ﬂuctuation and risk are monitored and

managed at the Group level and Crayon continuously

work to mitigate the impact. The Group Treasury

policy sets the standard for daily operations across

businesses, whereas the revenue and cost of goods

sold shall be in the same currency, seeking natural

hedge to the extent possible concerning the currency

exposure. The Group assesses business opportunities

carefully to mitigate any future currency risk, any

possible currency hedging mainly conducted through

forward contracts. Currency swaps are regularly

used to optimize liquidity and ﬁnancial cost by the

Group. Crayon Group stands as the sole external

counterparty for all FX trading.

Secured Productivity Risk

Team member safety is of utmost priority to the

Crayon Group, whereby centrally deﬁned response

and resumption strategies ensure maximum

preparedness and business continuity in the event

of a local disaster. The Crayon Trust Unit responsible

for managing local incidents also performs ongoing

environmental scanning and delivers assessments of

new and emerging sociopolitical threats and natural

disasters to the group’s leadership to enable strategic

decisions and the deployment of rapid intervention

teams, where necessary. Business operations are

secured through a horizontal approach to risk

management, whereby dedicated registers and

decision-making support tools are built to optimally

ﬁt the needs of each business unit and meet the

group’s compliance requirements. As an IT service

provider, the group invests heavily in securing its data

processing activities. The Crayon Trust Unit proactively

manages internal information security and data

protection risks together with the relevant business

units at the earliest stages of design and development,

in line with ‘security by default’ and ‘privacy by design’.

To ensure the Crayon Group remains resilient within

the evolving risk landscape, its security operations

team engages in ongoing environmental scanning

and threat intelligence communities.

War in Ukraine

The invasion of Ukraine by Russia in February 2022

introduced geopolitical risk to global markets and

business operations. During the year Crayon’s top

priority has been to ensure the safety and well

being of its employees and their families as well as

safeguarding customers, partners and society.

In April Crayon announced its decision to cease

operations in Russia. On September 30, 2022,

the remaining net investment including internal

loans, were reclassiﬁed to assets held for sale. An

agreement was signed in December 2022 for a

management buyout. The transaction will be subject

to governmental approval in Russia that is expected

to take 3-6 months. The risk of the transaction not

being approved is considered low, and consequently

the sale transaction is recognized in December 2022.

During the separation process Crayon continued to

support its customers with the transition and as well as

developing the next steps for its employees.

Increases geographical presence

Following the rhipe acquisition and the overall growth

into new markets, Crayon entails increased risk in

terms of complex laws and regulations, political risks

such as changes in government and other laws and

regulations such as tax laws, increasing the risk of

unexpected changes that can impact the costs of

doing business in these regions, such as taxes.

Organization, working environment, and

equality

During the last two years since the pandemic, Crayon

has continued to focus on a people ﬁrst culture

enabling our employees to develop and grow while

making Crayon a top place to work. Crayon continue

to invest in employee development achieving a 94.5%

retention.

In 2022 we launched Crayon Cares, our global

employee engagement and volunteering initiative to

bring locally driven volunteer programs under one

umbrella. The goal is to drive innovation between

our NGOs and ISV partners, promote the work of

chosen NGOs and the causes they support, align with

Crayon's chosen UN sustainability goals, and increase

the social impact of Crayon and its employees.

Crayon continued to invest in its organization in 2022

and reached 3,447 full-time employees (FTE) at year-

end, a net increase of 547 compared to 2021. The

average number of FTEs in 2022 was 3,288 up from

2,318 in 2021.

Group-wide recruitment activities are overseen and

quality-checked by an in-house team of trained

recruitment professionals and Crayon 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 group’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 2022, with improvements

across all categories and an overall score of 4.2/5.0.

For more details on the employee survey and

employee well-being, see the 2022 ESG report that will

be published 26 april on our website.

Health and safety

The health and well-being of Crayon employees are

paramount to maintaining successful operations and

we and we strive to ensure sound safety and health

practices throughout organization and comply with all

local workplace safety regulations.

Sickness absence amounted to 2.3% in 2022, an

increase from 2.2% in 2021 and no material personal

injuries or damage to material was registered. Each

year employees are oered 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 oers equal

salary levels and career opportunities regardless of

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

were women. The Board of Directors consists of ten

members, of which 50% are women. There are six

members of the executive management team, of

which 33% are women.

During the year a global DEI strategy was established

with the goal of advancing diversity, equity, inclusion,

and respect through education, hiring practices, and

a positive workplace culture. The company build that

culture by making sure all individuals are treated

fairly and respectfully, fostering equal pay, and have

equitable access to opportunities and resources.

Through this we ensure that Crayon’s core values are

rooted throughout the organization.

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 opera-

tions 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.

Directors and Ocers liability

Crayon has purchased and maintains a Directors and

Ocers Liability Insurance on behalf of the members

of the Board of Directors and Company ocers. The

insurance includes controlled subsidiaries and is

issued by a reputable insurer.

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 group serves by

conducting operations to a high ethical standard

and in accordance with applicable legislation and

human rights. The company is 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, see the 2022 ESG report that

will be published 26 april on our website.

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, we work

continiously to implement 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, 2021.

In accordance with Crayon's commitment to the

Norwegian Transparency Act, our account of the due

diligence we perform to promote fundamental human

rights and decent working will be made available on

our website within June 30 2023.

The annual statement on corporate governance for

2022 has been approved by the Board and can be

found on page 21 of this report.

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.

Environmental, Social and Governance

Our commitment to ESG has gained signiﬁcant

momentum this year and we’re proud to continue

to invest in a dedicated team that is responsible for

executing and growing our global strategy. We set

bold ambitions centered around people, planet,

prosperity, and governance. This resulted in an

improved carbon emissions reporting framework

to ensure consistency and accuracy, bringing our

global ISO certiﬁcations to three, and establishing a

worldwide philanthropic campaign that supports the

communities in which our employees live.

Equity and shareholder issues

In 2022, Crayon Group Holding increased its share

capital by 1 213 781 shares in relation to a broad-based

employee stock purchase plan.

The Annual General Meeting on May 20, 2022

authorized the Board of Directors to increase the

share capital in connection with the company’s

incentive schemes.

The Board granted an authorization to increase the

Company's share capital with up to NOK 5,284,319,

provided however that the authorization cannot be

used for an amount in excess of 6.0% of the Company's

share capital. The authorization is valid from the time

of registration with the Norwegian Register of Business

Enterprises and until the earlier of the Company's

annual general meeting in 2024 and 30 June 2023. 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 2023, Crayon will continue its focus on driving

growth across markets by capitalizing on past

investments into strengthened capabilities and

strategic acquisitions. The group 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. Furthermore,

a key focus in 2023 will be to ensure proﬁtable growth

and margin expansion driven both by a scalable

business model as well as improved cost eciency.

The group see clear margin improvement potential as

the businesses continue to scale in local markets and

regions.

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 oered 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 2023. The Board will continue to focus

on balancing proﬁtability and growth.

The board acknowlegedes the strong eorts and

contributions from the whole organization to a very

solid result in 2022.

Oslo, March 28, 2023

Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagﬁnn Ringås 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)

Board of Directors

Rune Syversen (1968)

Chairman of the Board

Rune Syversen co-founded Crayon Group

alongside Jens Rugseth. Prior to Crayon’s

launch, he held several senior positions

within Telenor Group, Norway’s leading

telecoms company. A successful serial

entrepreneur with deep experience of

the global IT, data services, and ﬁnancial

sectors, Rune was instrumental in the

creation and growth of, amongst other

companies, Link Mobility and Sikri. In

addition to Crayon Group, he is Chairman

of the Board at Cyviz ASA, Board Member

at Karbon Invest AS, LINK Mobility Group

ASA, Sevencs AS, and Calusa AS.

Rune has a BSc. in Business Administration

from BI Norwegian Business School. He

is a Norwegian citizen, residing Luzern,

Switzerland.

Jennifer Koss (1977)

Board member

Jen is the Founding Partner of an early

stage venture fund, Springbank that

invests in the infrastructure serving

the long-overlooked needs of women

and working families. She has spent

the majority of her professional career

focused on the consumer and retail

sectors. In 2012, she founded an

experiential retail agency, BRIKA (acquired

in 2021 by SALT XC). Prior to her current

role, she has worked over a decade in

management consulting (The Parthenon

Group and The Bridgespan Group),

investment banking, and as both a private

equity investor and funds' investor at

Ontario Teachers’ Pension Plan. She holds

various board and advisory positions

in publicly listed corporations, private

companies and non-proﬁt institutions.

Jen has an MBA from Harvard Business

School, an MPhil from the University of

Oxford and an A.B. Magna cum laude

from Harvard University. She is a US and

Canadian citizen living in Oslo, Norway.

Jens Moberg (1962)

Board member

Jens has more than 20 years of experience

in executive positions in technology

companies, including Microsoft and IBM.

He is the owner and founder of Leadership

Institute and serves as Chairman of the

Board of Grundfos. He is also chairman

of Adapteo and a board member at

Kirk Kapital and the Poul Due Jensen

Foundation.

Jens worked for 14 years at Microsoft, ﬁrst

in Nordic positions, later on as CEO of

Microsoft Denmark, and then as Head of

Western Europe. From 2005 to 2008 he

was Head of Enterprise and Partner Group

at Microsoft USA. During 2008 and 2009

he was responsible for development and

growth of Microsoft’s Enterprise business

in Russia, India, and China.

Jens has a Diploma (HD) in Marketing

from Copenhagen Business School. He is

a Danish citizen residing in Copenhagen,

Denmark.

Wenche Agerup (1964)

Board member

Wenche is currently EVP and CPO in

Wallenius Wilhelmsen ASA. She has

previously more than 30 years of

experience in international, operational

and executive positions in various

industries such as telecom, aluminium

and oil and gas. She has lived and worked

abroad in both Asia and Australia. Wenche

has also served on several boards as a

director since 2005, and most recently

served at the board of Equinor ASA (2015-

20) and TGS ASA (2015-22). She holds a

Master's in Law from the University of

Oslo and an MBA from Babson College,

Massachusetts, USA. She is a Norwegian

citizen residing in Oslo, Norway.

Dagﬁnn Ringås (1974)

Board member

Dagﬁnn Ringås is the Group CEO of Cegal

SYSCO, a Nordic technology company in

the energy sector. He has more than 25

years of experience in the IT-industry, a

career which has seen him hold leadership

roles at Microsoft and operate as Country

President of Schneider Electric Norway.

Dagﬁnn has an MBA from Sydney

Business School, an Executive Leadership

Program from Instead, and a BSc. degree

in American Studies & Political Science

from the University of Oslo. He is a

Norwegian citizen, currently residing in

Asker, Norway.

Christian B. Ødemark (1977)

Employee Representative

Christian joined Crayon in 2017 as Finance

Manager of Crayon Norway, responsible

for accounting and salaries for multiple

Norwegian entities. Prior to joining

Crayon, he served as Finance Manager

for both Gunnebo Nordic and REMA 1000

Oslo as well as Project Manager and

Administration Ocer at Lidl Norway.

Christian holds a Master of Business

and Economics from the BI Norwegian

Business School and was a Corporal in the

Norwegian Army's Special Forces. He is

a Norwegian citizen, residing in Nittedal,

Norway.

Brit B. Smestad (1966)

Employee Representative

Brit Smestad is the Customer Success

Manager for Crayon Managed Cloud

Services. She is responsible for ensuring

that all Operational Level Agreements and

Underpinning Contracts are appropriate.

She is also responsible for ensuring

that every IT service being provided is

delivered as agreed. Prior to this position,

Brit was a Bid Manager for Crayon,

leading multi-disciplined teams as they

tendered for complex software and cloud

contracts in the public and private arena.

She has deep experience in the software

licensing sales/audit sector having worked

for Merkantildata and Eterra, before

joining Crayon Group AS in 2002.

Brit studied Project Management at BI

Norwegian Business School and resides in

Oslo, Norway.

Mette Wam (1963)

Employee Representative

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.

She has a BSc. in Computer Science from

Strathclyde University and the University of

South-Eastern Norway. Norwegian citizen

residing in Oslo

Jens Rugseth (1962)

Board member

Jens Rugseth co-founded Crayon in 2002

together with Rune Syversen. He is a serial

entrepreneur, having founded multiple

companies in the IT sector over the past

35 years. He has operated as the CEO

of some of the largest IT-companies in

Norway, including ARK ASA, Cinet AS, and

Skrivervik Data AS, As well as having been

CEO, Chairman of the Board and now

Member of the Board in Crayon Group.

At present Jens has ownership in a

multitude of companies both on and o

the Stock Exchange through his and Rune

Syversen's Investment company Karbon

Invest AS

Jens studied business economics at BI

Norwegian Business School. He is a

Norwegian citizen, currently residing in

Luzern, Switzerland.

Grethe H. Viksaas (1958)

Board member

Grethe has had a long career with

Basefarm, the Northern European

managed services provider, ﬁrst as

founder and CEO (2000-2017), and

subsequently (2018-2020) as a member of

the Board of Directors.

Grethe has also served as a director on

the board of Telenor ASA (2017-2020)

and as Chair of the Board of Norsk

Regnesentral (2016-2020). She is currently

Chair of the Board of PoLight ASA and

Farmforce AS, and Board Member in Link

Mobility ASA and CatalystONE Solutions

Holding AS.

Grethe has a master’s degree in computer

science from the University of Oslo. She is

a Norwegian citizen, currently residing in

Oslo, Norway.

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

Ocer (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.

During 2022 the board held 15 board meetings.

Business

The Company's articles of association shall clearly

describe the business that the Company shall operate.

The Board have deﬁned clear objectives, strategies

and risk proﬁles for the Groups's business activities

such that the Group creates value for shareholders in

a sustainable manner. When carrying out this work,

the Board have taken in into account ﬁnancial, social

and environmental considereations.

The Board evaluates 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 group according to the Groups'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 Groups’s capital requirements

related to the Groups’s strategy and risk proﬁle.

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. Currently the company aims to

continue to invest in capabilities to drive future growth

and does not distribute dividends.

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

dierently 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 sucient 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 sucient 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-o 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 have a nomination committee as set

out in the articles of association. The general meeting

stipulates guidelines for the duties of the nomination

committee, elects 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 require-

ments 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 prepares 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 eectively 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 ocer (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 ocer, 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 ocer;

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 ocer;

f. Strategy and objectives;

g. Budget and ﬁnancing plans for the Company and

the Crayon Group;

h. Appointment/dismissal of the chief executive ocer

and ﬁxing of salary or other remuneration to the

chief executive ocer, adoption of instructions for

the chief executive ocer 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

ocer or any agreement between the Company

and a third party in which a member of the board

of directors or the chief executive ocer has a

distinct interest; and

p. Other matters that the board of directors or the

chief executive ocer 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 Group has sound

internal control and systems for risk management that

are appropriate in relation to the extent and nature of

the Group’s activities.

The objective of the risk management and the internal

control is to manage and eliminate, exposure to risks

in order to ensure successful conduct of the Group’s

business and to support the quality of its ﬁnancial

reporting.

The Board shall carry out an annual review of the

Group’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 Group’s internal control and risk

management systems as they relate to the Groups’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 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, Head of Investor Relations and Head of

Communication 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 sucient information and time

to assess the oer.

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 aect 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 are

responsible for reviewing the auditors plan and

the results of the audit performed and also assess

the quality of the external auditors work including

inspections of the audit form by the regulator

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.

Financials

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of proﬁt or loss and other comprehensive

income

Consolidated statement of ﬁnancial position as of December 31

Consolidated statement of cash ﬂows

Consolidated statement of changes in equity

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses and other income and expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

RESPONSIBILITY STATEMENT FROM THE BOARD OF

DIRECTORS

AUDITOR’S REPORT

ALTERNATIVE PERFORMANCE MEASURES

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands) Note 2022

Restated

2021

Operating revenue

3 5, 199,561 3,658,7 87

Cost of sales -7 04,000 -494,083

Payroll and related cost

4 -3,07 6,549 -2,201,989

Other operating expenses

5 -579,795 -319, 143

Share based compensation 6 -13,445 -55,002

Other income and expenses

5 -7 4,290 -8,923

EBITDA 751,482 579,646

Depreciation, amortization and impairment

7, 8 -334,344 -17 4,543

Operating proﬁt/EBIT 417 , 138 405, 103

Share of results from associates

24 6,563 -1, 172

Interest income 29,444 13,948

Other ﬁnancial income 1,819 807

Total ﬁnancial income

10 31,263 14,755

Interest expense -193,924 -83,067

Other ﬁnancial expenses -195,560 -43,845

Total ﬁnancial expenses

10 -389,484 -126,912

Net ﬁnancial income and expenses -358,221 -112, 158

Net income before tax 65,480 291,77 4

Income tax expense

12 -42, 154 -46,663

Net income 23,326 245,111

Allocation of net income

Non-controlling interests

24 -1,961 27 ,020

Owners of Crayon Group Holding ASA 25,286 218, 091

Total net income (loss) allocated 23,326 245, 111

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

11 0.29 2.59

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

11 0.28 2.54

(NOK thousands) Note 2022

Restated

2021

Comprehensive income

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

Currency translation 133,646 11,570

Total comprehensive income - net of tax 156,971 256,681

Allocation of Total comprehensive income

Non-controlling interests 6,672 27 ,524

Owners of Crayon Group Holding ASA 150,299 229, 157

Total comprehensive income allocated 156,971 256,681

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 December 31

(NOK thousands) Note 2022

Restated

2021

ASSETS

NONCURRENT ASSETS:

Intangible assets

Development costs

8 119,967 98, 165

Technology and software

8 36,556 99,487

Contracts

8 54 1,322 598,831

Software licenses (IP)

8 1,709 1,941

Goodwill

9 3, 146,679 2,998,258

Deferred tax asset

12 144,790 81,201

Total intangible assets 3,991,024 3,877 ,883

Tangible assets

Equipment

7 90,291 59,753

Right-of-use assets

7 451,499 114,958

Total tangible assets 541,790 17 4,711

Investment in associates

24 43,133 36,571

Total investment in associates 43, 133 36,571

Financial assets

Other non-current receivables

18 70,504 68,57 4

Total ﬁnancial assets 70,504 68,57 4

Total non-current assets 4,646,452 4, 157 ,739

CURRENT ASSETS:

Inventory 17 ,328 2,869

Total inventory 17 ,328 2,869

Accounts receivable

13, 18, 19 6,562,970 4,492,969

Other current receivables

13, 18 2,07 6,867 1,635,919

Total receivables 8,639,838 6, 128,888

Cash and cash equivalents

14, 18 1,529, 641 1,216, 618

Total current assets 10, 186,807 7 ,348,376

Total assets 14,833,260 11,506,114

(NOK thousands) Note 2022

Restated

2021

LIABILITIES AND SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY:

Share capital 11, 15 89 ,285 88,072

Own shares

11, 15 -10 -1 0

Share premium 1,817 ,693 1,734,159

Total paid-in equity 1,906,968 1,822,221

Retained earnings

Other equity 603,552 494,204

Total retained earnings 603,552 494,204

Total equity attributable to parent company shareholders 2,510,520 2,316,425

Non-controlling interests 29,833 36,440

Total shareholders' equity 2,540,353 2,352,865

NONCURRENT LIABILITIES:

Bond loan 18 1,777 ,986 1,771,052

Lease liabilities

18 410, 047 87 , 164

Other interest-bearing liabilities

16, 18, 19 900 ,001 0

Deferred tax liabilities

12 199, 617 189,998

Other non-current liabilities

17, 18 33, 185 58, 197

Total non-current liabilities 3,320,836 2,106,4 11

CURRENT LIABILITIES:

Accounts payable 18 6,563,280 4,813,772

Income taxes payable 76,300 58,171

Public duties 612,971 458,898

Current lease liabilities

16, 18, 19 72,578 39,064

Other current interest-bearing liabilities

16, 18 121,796 4 13,311

Other current liabilities

17, 18 1,525,145 1,263,621

Total current liabilities 8,972,070 7 ,046,838

Total liabilities 12,292,906 9, 153,249

Total equity and liabilities 14,833,260 11,506,114

Oslo, March 28, 2023

Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagﬁnn Ringås 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 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands) Note

2022

Restated

2021

Cash ﬂows from operating activities:

Net income before tax 65,480 291,77 4

Taxes paid -117 ,863 -72, 103

Depreciation, amortization and impairment

7, 8, 9 334,344 17 4,543

Net interest expense 10 164,480 69 ,119

Changes in inventory, accounts receivable/payable -332,602 43,088

Changes in other current assets/liabilities -11,4 16 -480,663

Net cash ﬂow from operating activities 102,423 25, 758

Cash ﬂows used in investing activities:

Payment for capitalized assets -142,328 -82,807

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

20 -57 ,177 -2,477 ,900

Divestment - net of cash -25,7 50 0

Net cash ﬂow from investing activities -225,255 -2,560, 707

Cash ﬂow from ﬁnancing activities:

Interest paid -173,901 -42,057

Share issues

15 72,690 685,892

Acquisition/disposal of non-controlling interest

24 -49,761 -4,964

Proceeds from issuance of interest bearing debt

16 900,001 1,800, 000

Repayment of interest bearing debt 18 -350,800 -53,385

Other ﬁnancial items 0 -10 ,000

Net cash ﬂow from ﬁnancing activities 398,229 2,375,486

Net increase (decrease) in cash and cash equivalents 275,398 -159,463

Cash and cash equivalents at beginning of period

1,216,619 1,394,120

Currency translation 37 ,625 -18, 038

Cash and cash equivalents at end of period

1,529,642 1,216,619

Restricted cash is part of the Cash and cash equivalents, further details in Note 14 Cash and cash equivalents.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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, 2022

Attributable to owners of the company

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

Non-controlling

interests Total equity

Balance at Dec 31, 2020 81,688 -10 976,887 41,27 6 1,099 ,841 3,334 1, 103, 17 4

Restatement 0 0 0 203,754 203,754 0 203,754

Balance at Jan 1, 2021 81,688 -10 976,887 245,030 1,303,595 3,334 1,306,928

Net income restated 0 0 0 218,091 218,091 27 ,020 245, 111

Currency translation 0 0 0 11,066 11,066 504 11,570

Total comprehensive income 0 0 0 229, 157 229, 157 27 ,524 256,681

Share issues

15 6,384 0 757 ,272 0 763,656 0 763,656

Equity-settled share-based payments 0 0 0 33,443 33,443 2,146 35,589

Transactions with non-controlling interests 0 0 0 -13,426 -13,426 3,436 -9,990

Transactions with owners 6,384 0 757 ,272 20,017 783,673 5,582 789,255

Balance as of end of period 88,072 -10 1,734, 159 494,204 2,316,425 36,440 2,352,865

Attributable to owners of the company

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

Non-controlling

interests Total

Balance at Jan 1, 2022 88,072 -10 1,734, 159 299,285 2,121,506 36,440 2,157 ,946

Restatement 0 0 0 194,919 194,919 0 194,919

Balance at Jan 1, 2022 88,072 -10 1,734, 159 494,204 2,316,425 36,440 2,352,865

Net income (loss) 0 0 0 25,286 25,286 -1,961 23,326

Currency translation 0 0 0 125,013 125,013 8,632 133,646

Total comprehensive income 0 0 0 150,299 150,299 6,672 156,971

Share issues

15 1,214 0 83,534 0 84,7 48 0 84,7 48

Equity-settled share-based payments 0 0 0 27 ,045 27 ,045 1,807 28,852

Transactions with non-controlling interests 0 0 0 -67 ,998 -67 ,998 -15,085 -83,083

Transactions with owners 1,214 0 83,534 -40,953 43,795 -13,279 30,517

Balance as of end of period 89,286 -10 1,817 ,693 603,551 2,510,520 29,833 2,540,353

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

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.

23 SIGNIFICANT2.3 SIGNIFICANT ACCOUNTING PRINCIPLES

Revenue from contracts with customers

Revenue recognition

Revenue from contracts with customers comprises revenue for sale of software and cloud licenses, software and cloud

economics and consulting services. Revenue from customer contracts is recognized when the performance obligation

in the contract has been satisﬁed, either at a point in time or over time. The performance obligation is satisﬁed when

control of the promised goods or services 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. Timing of revenue recognition under

each contract or type of contract is determined by the timing of the transfer of promised goods or services to the

customer. The amount of revenue recognized reﬂects the amount of consideration to which Crayon is entitled for each

performance obligation.

For license reseller contracts, Crayon determines whether the nature of our promise is to provide the license (we act as a

principal) or to arrange for the license to be provided by another party (we act as an agent).

Sale of software and cloud licenses, acting as an agent

For most of our license reseller contracts we act as an agent. Our performance obligation is to arrange for the licenses

to be provided by the software company. We normally only have one performance obligation that is satisﬁed upon the

initial completion of the contract towards the agent. Revenues consist of any agent fees from the software company and

any sales proceeds from the end user less any costs from the software company. Agent fees are normally due within 30-

60 days after completion. Any license cost to be paid to the software company are payable upon 30-60 days, and any

gross sales proceeds are normally due within 30 days upon completion. Multiple-year agreements commonly include

annual settlements with similar due dates based on the annual anniversary date of the contract.

Sale of software and cloud licenses, acting as a principal

Crayon can act as a principal on sale of licenses that we control. Our performance obligation is to deliver the licenses

and the revenue is recognized at a point in time or over time dependent on our commitments toward the customer.

Revenues consist of the sales proceeds from the customer. Any incentives or rebates received from the software

company are recognized net of cost of sales. Payment terms are normally within 30 days.

Software and Cloud Economics

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

optimization 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 monthly, 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 45 days.

Variable consideration

For several of our contracts, primarily related to multiple-periods agreements, the consideration promised in the

contract related to following years include variable consideration related to changes in such as volume, price, exchange

rates and incentives. Variable consideration is estimated based on the sum of probability-weighted amounts or the

single most likely outcome, depending on which method better predicts the amount of consideration, and is consistently

applied throughout the contract. Variable consideration is only considered to the extent that it is highly probable that a

NOTE 1 Corporate information

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

located at Gullhaug Torg 5, 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, 2022, were authorized for issue by the Company’s board of

directors and CEO on March 28, 2023.

Crayon specializes 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 Segment

information.

NOTE 2 Signiﬁcant accounting policies

22.1 BASIS OF PREPARATION

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

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

Accounting Standards Board (IASB).

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

instruments and contingent considerations which are measured at fair value.

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

currency. Amounts are presented in NOK 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.

In preparing these consolidated ﬁnancial statements, management has made judgements and estimates that aect the t 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 dieresults may differ from these estimates. The areas where signiﬁcant judgements

and estimates have been made are disclosed in section 2.4.

The Group uses various alternative performance measures (APM) throughout the consolidated ﬁnancial statements.

The APMs are deﬁned at the end of the report.

22 BA2.2 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. 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 aect those rement with the entity and has the ability to affect those returns through its power over the entity.

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 at 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.

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 a separate

agreement.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Equipment

Equipment is measured at acquisition cost, minus accumulated depreciation and impairments.

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

The ﬁnancial assets of the Group are generally measured at amortized cost as 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 liabilities

Financial liabilities are classiﬁed at amortized cost or at fair value through proﬁt and loss (FVTPL). 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 eective intost 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 has a limited volume of derivative ﬁnancial instruments, including 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 or 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.

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

Cash ﬂow hedges

The eectivThe effective portion of changes in the fair values are recognized in other comprehensive. Any ineective portion is Any ineffective portion is

recognized immediately in the statement of proﬁt or loss. Realized eects are red 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 such as signiﬁcant

ﬁnancial diculty of the debﬁnancial difficulty of the debtor, a breach in the contract and, the probability of the debtor entering bankruptcy.

The Group recognizes loss allowance for lifetime 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 di 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).

signiﬁcant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with

the variable consideration is subsequently resolved.

Accounts receivables

Accounts receivables are unconditional right to consideration, that is right to payment even though that amount may be

subject to refund in the future.

Contract assets

When the Group transfer services to a customer before the payment is due under the contract, the revenue is presented

as contract asset. This mainly relates to subsequent period payments for multiple-period contracts.

Business combinations

Business combinations are accounted for using the acquisition method as of the day the Group obtains control. The

consideration transferred in the acquisition is measured at fair value, as are the identiﬁable net assets acquired. For

each business combination, the Group elects whether to measure any non-controlling interests in the acquiree at fair

value or at the proportionate share of the acquiree’s identiﬁable net assets. Any contingent consideration is measured

at fair value at the date of acquisition. Subsequent changes to the contingent consideration as a result of additional

information the Group obtained after that date about facts and circumstances that existed at the acquisition date are

measurement period adjustments that will adjust the purchase price allocation until ﬁnal, but no later than 12 months

after the acquisition day.

Contingent consideration classiﬁed as equity is not remeasured and its subsequent settlement is accounted for within

equity. Contingent consideration classiﬁed as an asset or liability that is a ﬁnancial instrument and within the scope

of IFRS 9 Financial Instruments, is measured at fair value with the changes in fair value recognised in the statement

of proﬁt or loss in accordance with IFRS 9 and presented as Other income and expenses, together with other direct

expenses associated with the acquisition.

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. 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.

Accounts receivables and other receivables

Accounts receivables arise from the sale of licenses or services within the ordinary course of business and consist of

unconditional rights to consideration based on the agreement (invoiced amounts). Contract assets are included in other

receivables and are the Group’s right to consideration in exchange for goods or services transferred but not yet invoiced

to the customer. Trade receivables without a signiﬁcant ﬁnancing component are 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. For bad debt see section on impairment of

ﬁnancial assets.

Inventories

Inventories mainly consist of licenses which are carried at the lowest of cost and net realizable values. Net realizable

value is the estimated selling price in the ordinary course of business minus any selling expenses.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Long-term receivables from a foreign operation for which settlement is neither planned nor likely to occur in the

foreseeable future, is considered a part of the net investment. Translation dierences arranslation differences are recognised in other

comprehensive income.

When a net investment is disposed of, the related cumulative amount of translation dif translation differences is reclassiﬁed to proﬁt or

loss. Goodwill and fair value adjustments of assets and liabilities associated with the acquisition of a foreign entity are

treated as assets and liabilities in the acquired entity and translated at the rate in eect on the balance sheet date in effect on the balance sheet date.

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 oset against the es 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.

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 subject to uncertainty related to

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

tax and deferred tax assets are recognized in respect of temporary dierencary differences between the carrying amount of assets

and liabilities for ﬁnancial reporting purposes and the amounts used for taxation purposes and on tax losses carried

forward. Deferred tax is not recognized for temporary dierencary 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.

Deferred tax is not calculated for temporary dierencary differences from investments in subsidiaries, except when the Group

cannot control the timing of the reversal of the temporary dierencary differences, and it is probable that these will be reversed

in the foreseeable future. In the balance sheet, deferred taxes are reported net if the Group has a legal right to oset ffset

deferred tax assets against deferred taxes and if the deferred taxes are owed to the same tax authority.

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.

Leases

Leases are contracts conveying the right to control the use of an identiﬁed asset for a period of time in exchange for

consideration. Crayon leases oce prayon leases office premises, vehicles and equipment.

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 less the fair value of the net of the acquisition-date

amounts of the identiﬁable assets acquired, and the liabilities assumed. For each business combination, the Group

elects whether to measure any non-controlling interests in the acquiree at fair value or at the proportionate share of the

acquiree’s identiﬁable net assets. 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.

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 at a minimum tested annually for

impairment.

For impairment testing, assets are grouped 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 (other than the unit’s functional currency) are converted at the exchange rate on the

transaction date. Monetary items in foreign currency are converted to functional currency 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. Foreign currency dioreign currency differences are netted and

recognized in proﬁt or loss generally as a ﬁnancial item.

Foreign operations

Assets and liabilities in foreign subsidiaries, whose functional currency diereign subsidiaries, whose functional currency differ from the presentation currency, are

converted to NOK using the exchange rate in eect at the balancate in effect at the balance sheet date. Income and expenses from foreign

companies are converted to NOK using the monthly average rate of exchange. If the average is not a reasonable

estimate of the cumulative eects o the cumulative effects of using transaction rate, the actual transaction rate is used. All translation

dierencdifferences are recognized in Other comprehensive income and accumulated in the translation reserve in Other equity.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Changes in accounting estimates are generally recognized in the period when the changes occurred. If the changes

also apply to future periods, the eect will be distributed between the currffect will be distributed between the current period and future periods. The following

summarizes the assumptions and estimation uncertainties on 31 December 2022 that have most signiﬁcant risk of

resulting in material adjustments to the carrying amounts of assets and liabilities in the next ﬁnancial year.

Revenue recognition

For license reseller contracts, Crayon determines whether the nature of our promise is to provide the license as a

principal or to arrange for the license to be provided by another party as an agent. Principal versus agent assessments

depend on the speciﬁc facts and circumstances in the agreement and can be complex and judgmental.

Multi period contracts can include variable consideration recognised as contract assets where the ﬁnal result can dier an differ

from the estimate. The estimate is most sensitive to changes in the volume of the agreement. For further information

Section 2.3 Signiﬁcant accounting principles and 2.5 Changes in accounting policies.

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 impairment assessment for 2022 is based on management assumptions using best estimates that is

most sensitive to future cash ﬂows and discount rates. For furher information see Note 9 Goodwill.

Impairment of ﬁnancial assets, bad debt

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

including markets that normally carry a higher credit risk. Crayon has the credit risk for the full amount of any gross

sales invoiced on behalf of the software supplier, even when acting as an agent and only recognising net revenues.

This also include situations with disputes between the software vendor and the end user related to services delivered or

consumed. In such cases, Crayon engages in dialogue with the end user and with the software vendor in order to agree

on balanced solutions.

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

for bad debt on a regular basis. Historical losses and ageing are analysed, and additional credit risk premium based on

geographical analysis and other statistic information on country risk have been incorporated in the loss provision model.

Crayon measures allowance for bad debt based on lifetime expected credit losses (ELCs). This involve both backward

and forward-looking information and analysis. The management estimate is most sensitive to the forward-looking

analysis. For further information see Note 13 Current recivables and Note 19 Financial risk.

Direct and indirect taxes including deferred tax assets

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

be available against which the losses 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. For further

information see Note 12 Tax.

By operating in diBy operating in different tax jurisdictions and by increasing our presence in countries outside the Nordic region, the

Group is exposes to more complex tax regulations, increasing the risk of errors related to direct and indirect taxes. Tax

compliance is managed by local management including use of external experts when considered necessary. Group

Finance have an oversight role with regard to policies and reporting. The Group incurred in 2022 exceptional costs of

NOK 30m reported as Other income and expenses and NOK 8m reported as Interest expense related to formal errors

for VAT reporting in the Philippines.

25 CHANGES2.5 CHANGES IN ACCOUNTING POLICIES

Changes in accounting policies

In May 2022, the IFRS Interpretation Committee (IFRIC) formally published the ﬁnal agenda decision providing

guidance to principal versus agent-assessment under IFRS 15 for Software Resellers. The new guidance clariﬁes that

the software reseller presales advice (while important) is not an implicit promise in a contract with a customer. At the

time of entering a contract with the customer, the reseller has already provided the advice. There is no further advice

to be provided by the reseller and the advice already provided will not be transferred to the customer after contract

inception. Accordingly, the IFRIC concluded that, at the time of entering a contract with a customer, there is no valid

expectation of the customer that the reseller will transfer a good or service to the customer other than the software

licenses provided by the software company.

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. 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 eective inost 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.

Investments in associates and joint ventures

Investments in associates and joint ventures are accounted for applying the equity method.

The aggregate of the Group’s share of proﬁt or loss of associated companies and a joint venture is presented as a

ﬁnancial item.

24 SIGNIFICANT2.4 SIGNIFICANT JUDGEMENT AND ESTIMATION UNCERTAINTY

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 dierActual 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.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Based on a control assessment of the standard software license as the promised goods rather than a combination with

an implied promise of providing a service, arising from the new guidance, Crayon has reassessed whether the group

acts as a principal or an agent for transactions under the software and cloud divisions. Management concluded that

Crayon for a signiﬁcant part of our operations does not control the software licenses from the software provider before

they are transferred to the customer and therefore acts as an agent on these agreements. Consequently, the Group has

revised its accounting policy for the software and cloud licenses business and is from 2022 accounting for this as agent

and recognizes revenue net of related costs. Incentives and rebates from vendors previously recognized as a reduction

in cost of sales will be recognized as revenue. Prior period has been restated. Refer to section 2.6 for further information.

New standards, interpretations and amendments adopted by the Group

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

2022:

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

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

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

2022.

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

None had signiﬁcant impact on the Group's consolidated ﬁnancial statements.

Standards issued but not yet eectivet effective

Several new standards are eective fe 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.

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

January 1, 2023.

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

• IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts. Eective datacts. Effective date, January 1, 2023.

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

2023.

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

26 CHANGES2.6 CHANGES IN REVENUE RECOGNITION

Upon the reassessment described in section 2.5, under the majority of licence resale contracts we have deterimed

that we act as an agent for the software company and our performance obligation relates to us arranging for the

sale of licenses on behalf of the software company. As part of our analysis during 2022 we have concluded that for

certain multiperiod contracts and for some of our incentives, the timing of our revenue will change. This is because

our performance obligation is fulﬁlled upon the initial arrangement of the sale rather than connected to the licensing

period. Some of our incentives and rebates are also reclassiﬁed from reduction of cost of sales or other operating

expenses to revenues. Based on our change of view, our restatements consist of:

• Change from principal to agent means the software supplier is our customer rather than the software end-user. Our

revenues consist of any agent fees from the software company and any sales proceeds from the end user less any

costs from the software company. Our revenues are no longer based on the gross amount invoiced towards the end-

user.

• Under the previous accounting principles, some multi-period contracts, were we acted as principal, required us to

provide licenses on a period-by-period basis and as such revenue was recognized at each period when the licenses

were delivered. Upon change to agent, our performance obligation towards our customer is to arrange for the sale of

the license. Normally we will only have one performance obligation that is satisﬁed upon the initial completion of the

contract towards the agent, and we must recognize the full estimated gross margin for the entire agreement period.

Gross margins earned but not billed, are recognized as contract assets.

• Some incentives received from software suppliers viewed as vendors rather than customers were recognized net

of expenses assumed to be covered by the agreement. Incentives were recognized in the same period as the cost

incurred. Upon change to agent, the software supplier becomes our customer, and the incentives received become

our revenue to be recognized in the period earned.

The change has been implemented for 2022 and 2021 numbers have been restated correspondingly. In addition to

impacting all our statements, note 3, 4, 11, 12, 13, 17 and 18 have been restated.

Eect oEffect of restated statement of Proﬁt or loss

2021

(NOK thousands) Reported Restatement Restated

Operating revenue 26,438,331 -22,779,544 3,658,787

Cost of sales -23,398,584 22,904,501 -494,083

Payroll and related cost -2,067,845 -134,144 -2,201,989

Other operating expenses -317,004 -2,139 -319,143

Share based compensation -55,002 0 -55,002

Other income and (expenses) -8,923 0 -8,923

EBITDA 590,973 -11,327 579,646

Depreciation, amortization and impairment -174,543 0 -174,543

Operating proﬁt/EBIT 416,430 -11,327 405,103

Share of results from associates -1,172 0 -1,172

Net ﬁnancial income and expenses -112,158 0 -112,158

Net income before tax 303,100 -11,326 291,774

Income tax expense on ordinary result -49,155 2,492 -46,663

Net income 253,947 -8,836 245,111

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Eect oEffect of restated statements of Financial position

Assets

Dec 31, 2020 Jan 1, 2021 Dec 31, 2021 Dec 31, 2021

(NOK thousands) Reported

IFRS 15

Restatement Restated Reported

IFRS 15

Restatement Restated

Non-current assets:

Total non-current assets 1,254,893 0 1,254,893 4,157,739 0 4,157,739

Current assets:

Total inventory 8,846 0 8,846 2,869 0 2,869

Accounts receivable 3,393,421 0 3,393,421 4,492,969 0 4,492,969

Other current receivables 263,347 212,185 475,532 1,421,421 214,498 1,635,919

Total receivables 3,656,768 212,185 3,868,953 5,914,390 214,498 6,128,888

Cash and cash equivalents 1,394,120 0 1,394,120 1,216,618 0 1,216,618

Total current assets 5,059,733 212,185 5,271,918 7,133,877 214,498 7,348,376

Total assets 6,314,626 212,185 6,526,811 11,291,616 214,498 11,506,114

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Liabilities and shareholders' equity

Dec 31, 2020 Jan 1, 2021 Dec 31, 2021 Dec 31, 2021

(NOK thousands) Reported

IFRS 15

Restatement Restated Reported

IFRS 15

Restatement Restated

Shareholders' equity:

Sum paid-in equity 1,058,565 0 1,058,565 1,822,221 0 1,822,221

Retained earnings

Other equity 41,276 203,754 245,030 299,285 194,919 494,204

Total retained earnings 41,276 203,754 245,030 299,285 194,919 494,204

Total equity attributable to parent company shareholders 1,099,840 203,754 1,303,594 2,121,506 194,919 2,316,425

Non-controlling interests 3,334 0 3,334 36,440 0 36,440

Total shareholders' equity 1,103,174 203,754 1,306,928 2,157,946 194,919 2,352,865

Non-current liabilities:

Bond loan 295,215 0 295,215 1,771,052 0 1,771,052

Lease liabilities 95,340 0 95,340 87,164 0 87,164

Deferred tax liabilities 21,505 57,469 78,974 135,021 54,977 189,998

Other non-current liabilities 47,503 0 47,503 58,197 0 58,197

Total non-current liabilities 459,562 57,469 517,031 2,051,434 54,977 2,106,411

Current liabilities:

Accounts payable 3,560,040 0 3,560,040 4,813,772 0 4,813,772

Income taxes payable 49,812 0 49,812 58,171 0 58,171

Public duties 250,918 0 250,918 458,898 0 458,898

Current lease liabilities 31,230 0 31,230 39,064 0 39,064

Other current interest-bearing liabilities 75,884 0 75,884 413,311 0 413,311

Other current liabilities 784,004 -49,039 734,965 1,299,019 -35,398 1,263,621

Total current liabilities 4,751,889 -49,039 4,702,850 7,082,235 -35,397 7,046,838

Total liabilities 5,211,452 8,430 5,219,882 9,133,669 19,580 9,153,249

Total equity and liabilities 6,314,626 212,185 6,526,811 11,291,616 214,498 11,506,114

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Eect oEffect of restated segment information

2021

Software & Cloud Services

(NOK thousands)

Software &

Cloud Direct

Software &

Cloud Channel

Software

& Cloud

Economics Consulting

Admin &

Eliminations

IFRS 15

restatement Restated

Revenue

Nordics 6,779,500 1,810,677 141,444 1,190,387 3,343 -7,942,319 1,983,032

Europe 5,299,043 1,276,037 146,677 110,829 3,280 -6,157,482 678,384

APAC & MEA 4,233,682 2,054,326 93,464 184,712 3,789 -5,929,194 640,779

US 1,823,285 1,384,699 267,397 62,833 972 -3,077,078 462,108

HQ 0 0 0 1,012 64,428 116 65,556

Eliminations 0 0 0 0 -497,483 326,411 -171,072

Revenue Reported 18,135,510 6,525,739 648,982 1,549,773 -421,671

IFRS 15 Restatement -17,023,501 -6,080,141 0 0 324,097 -22,779,546

Revenue Restated 1,112,009 445,598 648,982 1,549,773 -97,574 3,658,787

Gross proﬁt

Nordics 494,448 153,409 118,543 746,289 3,620 1,516,309

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

APAC & MEA 192,238 166,577 46,001 82,316 4,495 491,627

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

HQ 0 116 0 -18 65,255 124,956 190,309

Eliminations 0 0 0 0 -87,733 -87,733

Gross Proﬁt Reported 1,109,695 445,598 529,592 964,212 -9,349

IFRS 15 Restatement 2,313 0 0 0 122,643 124,956

Gross Proﬁt Restated 1,112,008 445,598 529,592 964,212 113,294 3,164,704

Operating expenses Reported -559,146 -195,948 -445,263 -795,137 -453,279 -2,448,773

IFRS 15 Restatement 0 0 0 0 -136,284 -136,284

Operating expenses Restated -559,146 -195,948 -445,263 -795,137 -589,563 -2,585,057

EBITDA Reported 550,549 249,649 84,329 169,075 -462,628 590,974

IFRS 15 Restatement 2,313 0 0 0 -13,641 -11,328

EBITDA Restated 552,862 249,649 84,329 169,075 -476,269 579,646

Depreciation and amortization -174,543

Share of results from associates 0

Net ﬁnancial income and expenses -113,329

Net income before tax Reported 303,102

IFRS 15 Restatement -11,328

Net income before tax Restated 291,774

Adjustments 0 0 0 0 63,926 63,926

Adjusted EBITDA Reported 550,549 249,649 84,329 169,075 -398,703 654,899

IFRS 15 Restatement 2,313 0 0 0 -13,641 -11,327

Adjusted EBITDA Restated 552,862 249,649 84,329 169,075 -412,344 643,571

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 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 to Admin/Eliminations (Administration & Shared Services and

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

geographical areas the Group operate into.

• Software & Cloud Direct is Crayon's licence oering fre 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 oering tos 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 di operating countries in the different geographical areas. HQ & Eliminations

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

eliminations.

Refer to Note 2 Signiﬁcant accounting policies for the revenue recognition policy for the dierent segmen the different segments.

Direct and indirect revenues related to our largest customer, Microsoft, constitute approximately 42% of our total

revenues in 2022. The revenue mainly derives from our Software and Cloud segments. Microsoft is our only customer

aggregating more than 10% of our total revenues.

Segment information 2022

Software & Cloud Services

(NOK thousands)

Software &

Cloud Direct

Software

& Cloud

Channel

Software

& Cloud

Economics Consulting

Admin/

eliminations Total

Operating revenue

Nordics 573,960 183,756 171,254 1,327,661 16,909 2,273,539

Europe 428,750 127,295 204,862 245,275 29,229 1,035,412

APAC & MEA 309,204 535,250 87,529 501,112 25,444 1,458,539

US 149,547 43,512 278,721 74,610 599 546,989

HQ -25 -37 0 892 101,958 102,789

IFRS 15 - change in principle -33,222 17,905 0 0 158,089 142,771

Eliminations 0 0 0 0 -360,477 -360,477

Operating revenue 1,428,214 907,681 742,365 2,149,550 -28,249 5,199,561

Gross proﬁt

Nordics 573,960 183,756 138,494 861,192 7,276 1,764,677

Europe 428,750 127,295 159,283 129,698 2,666 847,693

APAC & MEA 309,204 535,250 53,914 254,158 26,971 1,179,497

US 149,547 43,512 277,520 49,480 658 520,717

HQ -25 -37 -5 462 101,943 102,339

IFRS 15 - change in principle -33,222 17,905 0 0 158,089 142,771

Eliminations 0 0 0 0 -62,133 -62,133

Gross proﬁt 1,428,214 907,681 629,206 1,294,990 235,470 4,495,561

IFRS 15 - change in principle 0 0 0 0 -193,486 -193,486

Operating expenses -701,036 -403,719 -541,147 -1,147,472 -757,220 -3,550,595

EBITDA 727,178 503,962 88,059 147,518 -715,236 751,481

Depreciation, amortization and

impairment -334,344

Share of results from associates 6,563

Net ﬁnancial income and expenses -358,221

Net income before tax 65,478

Adjustments 0 0 0 0 87,736 87,736

Adjusted EBITDA 727,178 503,962 88,059 147,518 -627,500 839,217

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 2021 (Restated)

Software & Cloud Services

(NOK thousands)

Software &

Cloud Direct

Software

& Cloud

Channel

Software

& Cloud

Economics Consulting

Admin/

eliminations Total

Operating revenue

Nordics 494,448 153,409 141,444 1,190,387 3,343 1,983,032

Europe 322,810 94,788 146,677 110,829 3,280 678,384

APAC & MEA 192,238 166,577 93,464 184,712 3,789 640,779

US 100,199 30,707 267,397 62,833 972 462,108

HQ 0 116 0 1,012 64,428 65,556

IFRS 15 - change in principle 2,314 0 0 0 122,643 124,957

Eliminations 0 0 0 0 -296,028 -296,028

Operating revenue 1,112,008 445,598 648,983 1,549,772 -97,574 3,658,787

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 0 -18 65,255 65,353

IFRS 15 - change in principle 2,314 0 0 0 122,643 124,957

Eliminations 0 0 0 0 -87,733 -87,733

Gross proﬁt 1,112,008 445,598 529,592 964,212 113,294 3,164,704

IFRS 15 - change in principle 0 0 0 0 -136,284 -136,284

Operating expenses -559,146 -195,948 -445,263 -795,137 -453,279 -2,448,773

EBITDA 552,862 249,650 84,329 169,075 -476,269 579,647

Depreciation and amortization -174,543

Share of results from associates -1,172

Net ﬁnancial income and expenses -112,158

Net income before tax 291,775

Adjustments 0 0 0 0 63,926 63,926

Adjusted EBITDA 552,862 249,650 84,329 169,075 -412,343 643,572

(NOK thousands) 2022

Restated

2021

Assets per market cluster

- Nordics 5,022,621 3,669,498

- Europe 2,314,489 1,624,811

- APAC & MEA 7,404,803 5,682,118

- US 1,189,891 1,028,482

- HQ/eliminations -1,098,544 -498,795

Total 14,833,260 11,506,114

NOTE 4 Payroll and related cost

(NOK thousands) 2022

Restated

2021

Payroll expenses

Wages and salaries 2,496,288 1,767,828

Social security 268,756 222,996

Pension expenses 130,238 85,595

Other beneﬁts 181,265 125,570

Total 3,076,549 2,201,989

Average number of full time employees 3,288 2,318

Women 31.5% 32.0%

Pensions

Crayon Group companies covered by Norwegian legislation have pension schemes that satisfy the provisions of

mandatory occupational pensions, for all employees. These are part of deﬁned contribution schemes with a total

pension cost of NOK 130.2m in 2022 (2021: NOK 85.6m). The Group obligations are limited to the annual contributions to

the scheme .

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 5 Other operating expenses and other income and expenses

(NOK thousands) 2022 2021

Other operating expenses

Premises, furniture and oce expensese and office expenses 168,385 111,613

External assistance 147,894 96,611

Travel expenses 40,204 11,683

Insurance 11,659 9,036

Sales, advertising and entertainment costs 72,112 32,696

Bad debts expenses 58,272 26,786

Other 81,269 30,718

Total 579,795 319,143

(NOK thousands) 2022 2021

Expensed audit fee (excl VAT)

Audit fee 13,379 8,041

Other assurance services 55 275

Other non-audit services 550 2,029

Total 13,984 10,346

Audit fee is included in Other in the table specifying Other operating expenses above. KPMG is the Group auditor of

Crayon and the statutory auditor for a major part of our subsidiaries. Total audit fee includes fees for all our auditors.

Non-audit fees only include fees to KPMG.

(NOK thousands) 2022 2021

Other income and expenses

Business development expenses and legal structuring 4,698 19,701

Forgivable loan (US) 0 -13,516

Indirect tax reassessment 30,361 0

Fair value adjustment earn-out 27,835 0

Other personell costs 11,396 2,738

Total 74,290 8,923

NOTE 6 Share options

Share options

There are two option programs, one granted in 2017 in relation to the IPO (IPO Share incentive scheme) and one share -

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

option program). A share grant program has been implemented as part of bonus scheme for general managers in 2021

and 2022 (General manager share grant program). The management share option program and share grant program

includes both employment and performance vesting conditions. In July 2022, the CTO was awarded 100,000 options wit h

strike price NOK 125.20 (CTO options 2022). The options will vest in three tranches, with 1/3 vesting annually. Vesting of

the options are subject to employment vesting conditions. Each share option allows for the subscription of one share in

Crayon Group Holding ASA. The fair value of the options and shares granted is calculated at grant date and expensed

over the vesting period.

Exercised options

In Q2 2022, 250,000 options from the IPO Share incentive scheme and 92,332 options from Management share option

program were exercised. Share price at date of exercise was NOK 183.50. Exercise of options do not aect the optiont affect the option

cost recognised. During Q2 2022, also a total of 13,782 shares were released under the General manager share grant

program from 2021.

Employee share purchase program (ESPP)

In the employee share purchase program, all employees in the Company and its subsidiaries in which an oerompany and its subsidiaries in which an offer could

be lawfully made, have been obe lawfully made, have been offered to participate. First oer givffer given in conjunction with Share incentive scheme

(ESPP 2019) and a second oer w) and a second offer was given in Q4 2020 (ESPP 2020). Latest oerest offer was given in Q2 2022 (ESPP 2022). 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 oered te been offered to subscribe for amounts between NOK 10,000 to NOK 100,000 (all amounts including

the 20% discount). Some employees have subscribed for amounts up to NOK 450,000 after speciﬁc approval from Boar d

of Directors, in line with the Remuneration Policy. In aggregate, 407 and 533 employees participated in the ESPP 2019

and ESPP 2020, respectively. In Q2 2022, 913 employees participated in the ESPP 2022 and a total of approximately

540,000 shares were subscribed for. The board of directors and executive management were allotted approximately

17,000 and 7,000 shares, respectively. 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 Q4 2022, bonus shares under the ESPP 2020 program were released to participants in the program still employed in

Crayon. In total 115,576 bonus shares were released to employees. The board of directors and executive management

were allotted approximately 7,000 and 2,000 shares, respectively.

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 period, the impact of dilution (where material), the

share price at 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.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Options

expired

Average

excercise price

Remaining

share options

Exercisable share options

at the end of the period

Share incentive scheme (IPO) 350,000 0 0 -250,000 0 -50,000 NOK 15.50 50,000 50,000

Management share option program - GM and Ext.mng 1,780,625 0 -70,835 -92,332 0 0 NOK 53.60 1,617,458 1,061,603

Management share grant program 2021 101,200 0 -32,857 0 -13,782 0 NOK 0 54,561 0

Management share grant program 2022

0 86,061 -7,824 0 0 0 NOK 0 78,237 0

CTO option program 2022 0 100,000 0 0 0 0 NOK 125.20 100,000 0

ESPP 2020 - bonus shares 140,741 0 -25,165 0 -115,576 0 NOK 1 0 0

ESPP 2022 - bonus shares 0 180,518 -8,371 0 0 0 NOK 1 172,147 0

Total 2,372,566 366,579 -145,052 -342,332 -129,358 -50,000 2,072,403 1,111,603

Allocated share grant based on estimate.

(NOK thousands) 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 2021 11,982 NOK 1 Jan. 2021 Mar. 2022 - Mar. 2024 NA NA

General manager share grant program 2022 14,321 NOK 1 Jan. 2022 Mar. 2023 - Mar. 2025 NA NA

CTO option program 2022 5,382 NOK 125.20 Jul. 2022 Jul. 2023 - Jul. 2025 Jul. 2027 NA

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

ESPP 2022 - bonus shares 22,691 NOK 1 May 2022 May 2024 May 2024 NA

Total 119,227

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Variables

Share incentive

scheme (IPO)

Management share option program

- General managers and Executive management

General manager share

grant program 2021

General manager share

grant program 2022 CTO option program 2022 ESPP 2020 ESPP 2022

Number of share options allotted 1.92 m options 1.8m options - - 0.1m options - -

Exercise price NOK 15.50 NOK 53.60 - - NOK 125.20 - -

Term of the option 5 years 5 years - - 5 years - -

Volatility 0.26 0.45 - - 0.47-0.50 0.50 0.47

Risk-free rate 0.41%-1.44% 1.38% - - 2.58%-2.69% 0.18% 2.29%

Share price at grant date NOK 15.50 NOK 53.60 NOK 118.40 NOK 166.40 NOK 138.30 NOK 112.40 NOK 126.70

Numbers of shares allotted - - 69k shares 86k shares (estimates) - 0.5m shares 0.5m shares

Subscription price - - - - - NOK 85.90 NOK 117.70

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

Cost related to share based compensation as displayed in the table below includes employee social security tax. Negative amount in 2022 relates to adjustment of accrued social scurity tax.

(NOK thousands) 2022 2021

Share incentive scheme (IPO) -3,794 4,488

Employee share purchase program 2019-2022 8,835 12,320

Management share option and share grant program 2020-2022 8,404 38,195

Total 13,445 55,002

As of December 31, 2022, 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) 100,000

Gudmundur Adalsteinson (CSO) 100,000

Florian Rosenberg (CTO) 100,000

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 2022

Equipment Right-of-use assets

(NOK thousands)

IT systems and

equipment

Oce furnishings, Office furnishings,

ﬁxtures and cars Total

Leased

premises

Other

leased items Total

Acquisition cost Jan 1, 2022 170,843 68,540 239,383 222,240 15,693 237,932

Additions 41,830 32,888 74,718 396,207 2,091 398,298

Disposals -957 -229 -1,186 -16,178 -730 -16,908

Currency translation -4,310 5,724 1,413 10,055 491 10,546

Acquisition cost Dec 31, 2022 207,406 106,922 314,328 612,324 17,544 629,868

Accumulated depreciation Jan 1, 2022 134,210 44,344 178,554 113,895 12,492 126,386

Depreciation 27,553 12,427 39,981 65,122 3,077 68,199

Disposals -700 0 -700 -16,178 -730 -16,908

Currency translation 3,982 2,220 6,202 650 41 692

Accumulated depreciation Dec 31, 2022 165,045 58,991 224,037 163,490 14,879 178,369

Net value per Dec 31, 2022 42,360 47,931 90,291 448,834 2,665 451,499

Depreciation period 1-5 years 1-5 years 1-10 years 1-10 years

Depreciation method Linear Linear Linear Linear

Tangible assets 2021

Equipment Right-of-use assets

(NOK thousands)

IT systems and

equipment

Oce furnishings, Office furnishings,

ﬁxtures and cars Total

Leased

premises

Other

leased items Total

Acquisition cost Jan 1, 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 0 29,087

Disposals -8,621 -9,987 -18,608 0 0 0

Acquisition cost Dec 31, 2021 170,843 68,540 239,383 222,240 15,693 237,932

Accumulated depreciation Jan 1, 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 80,967 19,843 0 19,843

Disposals -9,225 -8,795 -18,020 0 0 0

Accumulated depreciation Dec 31, 2021 134,210 44,344 178,554 113,895 12,492 126,386

Net value per Dec 31, 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 Dec 31, 2021 incl. currency translation 36,302 23,451 59,753 111,659 3,299 114,958

Depreciation period 1-5 years 1-5 years 1-10 years 1-10 years

Depreciation method Linear Linear Linear Linear

Lease agreements

The total cash outﬂow for leases for 2022 amounted NOK 80m. The lease agreements do not impose any covenants. The weighted average discount rate on lease liabilities

is 6.17% .

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands) 2022 2021

Acquisition cost Jan 1 3,107,775 960,450

Additions 39,511 2,134,174

Currency translation 108,911 13,151

Acquisition cost Dec 31 3,256,196 3,107,775

Impairment Jan 1 109,517 109,517

Impairment 0 0

Accumulated impairment Dec 31 109,517 109,517

Net value Dec 31 3,146,679 2,998,258

Additions in 2022 include two smaller acquisitions in Finland and the UK aggregating NOK 14m. The remaining amount is

an adjustment to a prior period error.

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 recognised during 2022.

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, EBITDA margins, CAPEX and budget. 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

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 the 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. Assumptions for terminal growth are between 3.7 and 3.9%.

EBITDA margins

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

market conditions.

NOTE 8 Intangible assets

Intangible assets 2022

(NOK thousands)

Software

licenses (IP)

Development

costs Contracts

Technology

and software Total

Acquisition cost Jan 1, 2022 8,760 386,130 986,201 208,585 1,589,675

Additions 0 90,763 0 0 90,763

Currency translation 44 2,460 24,410 6,814 33,729

Acquisition cost Dec 31, 2022 8,804 479,353 1,010,611 215,399 1,714,167

Amortization and impairment Jan 1, 2022 6,820 287,965 387,370 109,098 791,252

Amortization 276 71,421 81,919 38,416 192,032

Impairment 0 0 0 31,328 31,328

Accumulated amortization and

impairment Dec 31, 2022 7,096 359,386 469,289 178,842 1,014,612

Net value Dec 31, 2022 1,709 119,967 541,322 36,557 699,555

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

Amortization method Linear Linear Linear Linear

In 2022, the total capitalised development costs of NOK 78m consist of NOK 63m from capitalised internal hours and

NOK 15m from capitalised external operating expenses.

Intangible assets 2021

(NOK thousands)

Software

licenses (IP)

Development

costs Contracts

Technology

and software Total

Acquisition cost Jan 1, 2021 8,769 316,823 401,684 67,741 795,017

Additions 0 57,960 0 0 57,960

Additions from business combinations 0 266 582,563 143,621 726,450

Currency translation -9 11,081 1,953 -2,778 10,248

Acquisition cost Dec 31, 2021 8,760 386,130 986,201 208,585 1,589,675

Amortization and impairment Jan 1, 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 0 194 10,220 50,065 60,479

Accumulated amortisation and

impairment Dec 31, 2021 6,820 287,965 387,370 109,098 791,252

Net value Dec 31, 2021 1,940 98,165 598,831 99,487 798,424

Amortization period 0-5 years 3 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 46m from capitalised internal hours and

NOK 12m from capitalised external operating expenses.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands) 2022 2021

Financial income

Interest income from bank deposits 27,410 12,659

Interest income from accounts receivable 2,034 1,289

Total interest income 29,444 13,948

Other ﬁnancial income 1,819 807

Total ﬁnancial income 31,263 14,755

(NOK thousands) 2022 2021

Financial expenses

Interest expense credit institutions 62,102 24,432

Interest leases 16,611 11,430

Interest bond loan 115,210 47,205

Total interest expense 193,924 83,067

Foreign currency loss 147,993 10,024

Impairment losses on ﬁnancial assets 13,957 0

Other ﬁnancial expenses 33,609 33,821

Total other ﬁnancial expenses 195,560 43,845

Total ﬁnancial expenses 389,484 126,913

Impairment losses on ﬁnancial assets relates to impairment on loans to our former Russian subsidiary. Please refer to

Note 19 Financial Risk for further information.

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 market data from the relevant CGU.

Sensitivity

At December 31, 2022, 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. The calculation is most sensitive to changes in EBITDA and

gross proﬁt (GP) margins. No reasonably likely change in the key assumptions listed above would cause the carrying

value to materially exceed the recoverable amount for any of the CGUs.

Goodwill split by CGU

2022

5 year

sales CAGR

assumption

Pre-tax

WACC

assumption 2021

5 year

sales CAGR

assumption

Pre-tax

WACC

assumption

Licensing Norway

270,705 12.4% 12.8% 270,705 10.4% 9.1%

Consulting Norway

149,713 13.2% 12.8% 164,729 12.7% 9.1%

Puzzlepart 5,927 21.7% 12.8% 7,172 22.4% 9.1%

Licensing Sweden

52,991 -12.0% 12.8% 52,991 10.3% 9.1%

Crayon Denmark

96,149 8.8% 12.8% 84,954 12.5% 9.1%

Crayon Finland

53,459 27.1% 12.8% 47,623 10.0% 9.1%

Crayon Germany

15,948 16.3% 12.8% 15,948 20.0% 9.1%

Crayon UK (Fast PPA) 43,167 41.7% 13.6% 43,326 17.9% 8.3%

Kryptos Networks 22,599 0.3% 12.8% 22,597 23.6% 11.0%

Angelpoint (Anglepoint PPA) 91,416 11.1% 12.8% 79,722 19.4% 9.1%

Crayon US

9,473 29.7% 12.8% 10,504 53.7% 9.1%

Kryptos Technologies (India)

3,373 61.1% 12.8% 5,055 175.0% 11.0%

Crayon SG (Tribal Knowledge PPA)

3,222 43.9% 12.8% 2,873 86.8% 9.1%

Complit AS (Norway)

3,810 5.3% 12.8% 3,810 11.9% 9.1%

Sequint BV (the Netherlands)

40,357 46.8% 12.8% 21,136 4.8% 9.1%

Navicle

15,884 -21.4% 12.8% 15,189 -1.9% 9.1%

Sensa 104,541 25.1% 12.8% 77,342 24.6% 9.1%

rhipe 2,163,946 15.9% 13.4% 2,072,583 9.0% 10.1%

Total 3,146,679 2,998,258

Inmeta Crayon PPA

Software Wholesale International PPA

These are related to acquisitions from 2018 and 2019

Related Navicle Pte Ltd (Australia) acquisition in 2020

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands) 2022

Restated

2021

Income tax on net proﬁt 106,156 116,927

Change in deferred taxes -64,002 -70,265

Total 42,154 46,663

The income tax expense diers from the amounxpense 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

(NOK thousands) 2022

Restated

2021

Net income before income tax expense 65,480 291,774

Norwegian statutory rate 22% 22%

Estimated income taxes at statutory rate 14,406 64,190

Increase (decrease) in income taxes from:

Eect ofEffect of tax rates other than statutory tax rate in Norway -2,202 543

Permanent diPermanent differences/unrecognized deferred tax assets 29,950 -18,070

Total income tax expense 42,154 46,663

NOTE 11 Earnings per share

The Group’s earnings per share are calculated as:

(NOK thousands) 2022

Restated

2021

Net income 23,326 245,111

Non-controlling interests -1,961 27,021

Owners of Crayon Group Holding ASA 25,286 218,090

Weighted average number of ordinary shares (basic)

Issued ordinary shares at 1 January 88,072 81,688

Eect ofEffect of shares issued Jan 2021 0 1,487

Eect ofEffect of shares issued April 2021 0 513

Eect ofEffect of shares issued Nov 2021 0 445

Eect ofEffect of shares issued Dec 2021 0 26

Eect ofEffect of shares issued May 2022 325 0

Eect ofEffect of shares issued Aug 2022 121 0

Eect ofEffect of shares issued Sept 2022 100 0

Eect ofEffect of own shares held -10 -10

Weighted average number of ordinary shares (basic) at Dec 31 88,608 84,150

Basic earnings per share (NOK) 0.29 2.59

Weighted average number of ordinary shares (diluted)

Weighted average number of ordinary shares (basic) 88,608 84,150

Eect ofEffect of share options on issue 1,236 1,820

Weighted average number of ordinary shares (diluted) at Dec 31 89,844 85,970

Diluted earnings/(loss) per share (NOK) 0.28 2.54

Number of outstanding ordinary shares per Jan 1 88,061,823 81,687,519

Number of outstanding ordinary shares per Dec 31 89,275,668 88,061,823

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 Current receivables

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

(NOK thousands) 2022 % 2021 %

Not due 4,357,710 65% 3,278,338 73%

1–30 days overdue 876,155 13% 700,102 16%

31–60 days overdue 366,551 5% 199,560 4%

61–90 days overdue 177,857 3% 101,259 2%

91–120 days overdue 213,008 3% 121,793 3%

More than 120 days overdue 687,230 10% 91,915 2%

Total 6,678,511 4,492,969

Allowance for doubtful accounts in the balance sheet

(NOK thousands) 2022 2021

Opening balance Jan 1 85,623 52,492

Additions from acquisitions 0 15,223

Currency translation -498 1,163

Net (reversal) / allowance 30,416 16,744

Closing balance Dec 31 115,541 85,623

Proﬁt or loss eﬁt or loss effect of bad debt

(NOK thousands) 2022 2021

Realized losses 27,856 10,042

Allowance for doubtful accounts 30,416 16,744

Net accounting losses on receivables 58,272 26,786

Losses on receivables are reported as other operating expenses in proﬁt or loss.

The Group's credit risk exposure is mainly impacted by outstanding receivables and contract assets. Credit check and

control procedure conducted by local subsidiaries ensure the credit quality of the costumers of Crayon. Please refer to

Note 19 Financial risk for further details on the credit risk.

For the bad debt impairment testing 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. Accounts receivables overdue have increased signiﬁcantly during 2022, mainly due to unpaid and

delayed public sector receivables in the Philippines amounting to approximately USD 45m. Crayon has for the past 2

years served the Philippine public sector on Microsoft licenses. In Q3 2022 the agreement was subjected to an audit

introduced by the new government. The audit has led to delay in payments, as timing of payment is dependent on

ocial audit completion. Crofficial audit completion. Crayon assesses that the delay in settlement is related to administrative procedures following

the change in government and Crayon expects that open amounts will be settled on completion of the government

audit and associated administrative processes. Crayon management has engaged local legal counsel to assist in

expediating the process. Risk of losses from public sector receivables are in general considered low. No provision has

been made for these receivables.

The tax eThe tax effects of the Group’s temporary dierences arary differences are as follows:

Basis for recognized deferred tax assets

(NOK thousands) 2022

Restated

2021

Current assets 3,145 59,780

Fixed assets 72,236 19,273

Interest limitation 0 5,138

Provision 116,958 85,677

Non-current debt / receivables -58,513 -11,630

Tax losses carried forward 404,237 171,755

Other 25,640 0

Total basis for recognized deferred tax assets 563,703 329,993

Deferred tax asset 144,790 81,201

Basis for recognized deferred tax liabilities

(NOK thousands) 2022

Restated

2021

Current assets 306,831 195,667

Purchase price allocations (intangible assets) 492,670 479,999

Fixed assets 4,859 10,400

Provisions -4,440 0

Other 733 0

Total basis for recognized deferred tax liabilities 800,653 686,066

Deferred tax liabilities 199,617 189,998

The Group recognizes 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 recognised

deferred tax assets is assessed as probable.

The basis for the Group's total unrecognized tax assets as of December 31, 2022, is NOK 157m (2021: NOK 139m).

Reconciliation of net deferred tax asset/(liability)

(NOK thousands) 2022

Restated

2021

Opening balance as of Jan 1, 2022 -108,797 -42,516

Tax expense/income recognised in proﬁt and loss 64,002 70,265

Tax expense/income recognised in other comprehensive income 15,632 -14,106

Deferred tax assets and liabilities attributable to business combinations -25,664 -122,439

Net deferred tax liability as of Dec 31, 2022 -54,827 -108,797

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 89,286,768 issued shares at a nominal value of NOK 1 (December 31, 2021; 88,071,987

shares at nominal value of NOK 1). In 2022 the company increased the share capital with 1,213,781 shares at nominal

value of NOK 1. Each share gives right to one vote. The total share capital amounts to NOK 89,286,768.

Transction costs accounted as of deduction of equity amounts to NOK 16.9m in 2021. No transactions costs are deducted

in equity in 2022.

Reconciliation of of the number of shares as follows:

Ordinary shares Treasury shares Total

2022 2021 2022 2021 2022 2021

Issued at Jan 1 88,073 81,688 -10 -10 88,062 81,678

Issued for cash 0 3,685 0 0 0 3,685

Issued for acquisition of Sensa 0 700 0 0 0 700

Issued for payment of shares in Rewired 315 0 0 0 315 0

Exercised shares options and bonus shares 898 2,000 0 0 898 2,000

Issued Dec 31 - fully paid 89,286 88,072 -10 -10 89,276 88,062

The company owns 10,100 of its own shares to facilitate management of employee share purchases.

The General Meeting on May 20, 2022 authorized the board of directors to increase the share capital in three dierent ee different

settings. The authorizations are valid until the earlier of Crayon’s annual general meeting in 2023 and June 30, 2023.

In relation to the Group’s incentive schemes, the Board is granted an authorization to increase the Group's share capital

with up to NOK 5,284,319, provided however that the authorization cannot be used for an amount in excess of 6.0% of

the Group's share capital.

In connection with acquistions, etc. The Board is granted an authorization to increase the Group's share capital with up

to NOK 8,807,198, provided however that the authorization cannot be used for an amount in excess of 10% of the Group'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 8,807,987, corresponding to 10% of of the Group'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.

The Group continues to intensify collection eorts overollection efforts over accounts receivable as a precaution against risk brought about

by increased operations in new markets outside the core Nordic region.

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

cautious approach. See section 2.3 for further information on IFRS 9.

In 2018 Crayon entered 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, 2022, accounts receivables are reduced by NOK 311m (2021:

NOK 282m) 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.

Other current receivables

(NOK thousands) 2022 2021

Unbilled revenue 1,010,254 752,224

Public duty receivables 489,860 320,954

Prepaid expenses 356,046 309,052

Contract assets 199,181 214,499

Other 21,526 39,191

Total 2,076,867 1,635,919

Contract assets mainly relates to subsequent period net payments for multiple-period contracts where Crayon transfers

services to a customer before the customer pays consideration. Change in contract assets during the year relates to

changes in the remaining subsequent net payments for the relevant contracts.

NOTE 14 Cash and cash equivalents

NOK 52.3m of the total bank deposits as of December 31, 2022, is restricted cash. As of December 31, 2021, restricted cash

was NOK 72.3m. 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 Financial instruments.

Free available cash: Cash and cash equivalents less restricted cash

Liquidity reserve: Free available cash and available credit facilities

Available credit facility: Unused credit facility less guarantees

(NOK thousands) 2022 2021

Cash and cash equivalents 1,529,641 1,216,618

Restricted cash -52,290 -72,261

Free available cash 1,477,352 1,144,357

Available credit facility 10,027 847,786

Liquidity reserve Dec 31 1,487,379 1,992,143

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 17 Other non-current and current liabilities

Other non-current liabilities

(NOK thousands) 2022 2021

Deferred consideration from business combinations 8,385 11,613

Customer contract ﬁnancing 529 12,724

Liabilities to employees 5,487 4,338

Other 18,783 29,523

Total 33,185 58,197

Other current liabilities

(NOK thousands) 2022

Restated

2021

Deferred consideration from business combinations 22,583 27,187

Customer contract ﬁnancing 23,127 41,792

Employee beneﬁts related accruals 366,906 338,422

Prepayments 62,524 130,818

Accruals 973,101 713,471

Other 76,904 11,932

Total 1,525,145 1,263,621

NOTE 16 Interest bearing debt and derivatives

In November 2019, the company issued a NOK 300m senior unsecured bond, with a NOK 600m borrowing limit. The

bond has a ﬂoating coupon rate of 3 months NIBOR + 350 bps p.a. Maturity date and settlement was November 21,

2022.

On July 1, 2021, Crayon entered a NOK 1,800m 4-year senior unsecured ﬂoating rate bond with a coupon of 3 months

NIBOR + 375 bps. The bond was issued July 15, 2021, and matures July 15, 2025 and is listed on the Oslo Stock Exchange

(CRAYON 04).

The Group has revolving credit facility (RCF) of NOK 1,000m, of which NOK 900m was available December 31, 2022. The

facilities mature on April 15, 2025. The outstanding liability is presented as a non-current liability. The facility has an

interest rate of 3 months NIBOR + 275 bps at leverage below 2.5.

Total interest-bearing liabilities as of Dec 31:

2022 2021

(NOK thousands) Non-current Current Total Non-current Current Total

Bond principal 1,800,000 0 1,800,000 1,800,000 300,000 2,100,000

Amortization cost

-22,014 0 -22,014 -28,948 0 -28,948

Revolving credit facility 900,001 0 900,001 0 0 0

Lease liabilities

410,047 72,578 482,624 87,164 39,064 126,228

Other current interest bearing debt 0 121,796 121,796 0 113,311 113,311

Total ﬁnancial liabilities 3,088,034 194,374 3,282,408 1,858,216 452,375 2,310,591

Amortization costs are capitalized and recognised 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26m in lease liabilities amount to NOK 26m in

2022. Cash outﬂows are related to signed lease agreements where the leases are not yet commenced and related to a period of 3

to 6 years starting 2023.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

dierendifferent 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:

2022 2021

Level 1 0 0

Level 2 1,798 1,749

Level 3 30,968 38,799

Total 32,767 40,548

Reconciliation of liabilities arising from ﬁnancing activities

(NOK thousands)

Transaction

costs

Non-current

bond loan

Other interest-

bearing debt

Lease

liabilities

Total liabilities

from ﬁnancing

activities

Dec 31, 2021 -28,948 1,800,000 413,311 126,228 2,310,591

Revolving credit facility 0 900,001 0 0 900,001

Proceeds from issuance of interest bearing debt 0 0 0 413,313 413,313

Amortizations/instalments 6,935 0 0 -63,285 -56,350

Credit facility 0 0 8,485 0 8,485

Currency eectffect 0 0 0 6,369 6,369

Bond settlement 0 0 -300,000 0 -300,000

Dec 31, 2022 -22,014 2,700,001 121,796 482,625 3,282,409

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.

Cash ﬂow hedges

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

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

or loss relating to the ineectivelating to the ineffective portion is recognised immediately in the statement of proﬁt or loss. Realised eect loss. Realised effects are

recognised 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 recognised 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.

NOTE 18 Financial instruments

Financial instruments by category

(NOK thousands)

Fair value through

proﬁt or loss

Financial assets at

amortised cost

Financial liabilities

at amortised cost

Total carrying

amount

2022

Financial assets

Other non-current receivables 0 70,504 0 70,504

Accounts receivable 0 6,562,970 0 6,562,970

Other current receivables 0 1,720,821 0 1,720,821

Cash and cash equivalent 0 1,529,641 0 1,529,641

Total ﬁnancial assets 0 9,883,937 0 9,883,937

Financial liabilities

Bond loan 0 0 1,777,986 1,777,986

Lease liability 0 0 482,624 482,624

Revolving credit facility 0 0 900,001 900,001

Other non-current liabilities 8,385 0 24,799 33,185

Other current interest bearing debt 0 0 121,796 121,796

Other current liabilities 24,381 0 11,513 35,895

Accounts payable 0 0 6,563,280 6,563,280

Total ﬁnancial liabilities 32,767 0 9,882,001 9,914,768

(NOK thousands)

Fair value through

proﬁt or loss

Financial assets at

amortised cost

Financial liabilities

at amortised cost

Total carrying

amount

Restated

2021

Financial assets

Other non-current receivables 0 68,574 0 68,574

Accounts receivable 0 4,492,969 0 4,492,969

Other current receivables 0 1,635,919 0 1,635,919

Cash and cash equivalent 0 1,216,618 0 1,216,618

Total ﬁnancial assets 0 7,414,081 0 7,414,081

Financial liabilities

Bond loan 0 0 1,771,052 1,771,052

Lease liability 0 0 126,228 126,228

Other non-current liabilities 12,465 0 45,733 58,197

Other current interest bearing debt 0 0 413,311 413,311

Other current liabilities 28,083 0 41,792 69,876

Accounts payable 0 0 4,813,772 4,813,772

Total ﬁnancial liabilities 40,548 0 7,211,888 7,252,436

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

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.

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

for bad debt on a regular basis. Historical losses and ageing are analyzed, and additional credit risk premium based

on geographical analysis and other statistic information on country risk have been incorporated in the loss provision

model. Crayon measures allowance for bad debt based on lifetime expected credit losses (ELCs). This involves both

backward and forward-looking information and analysis. The management estimate is most sensitive to the forward-

looking analysis.

The Group have deposits with sound ﬁnancial institutions. The Group Treasury overlooks the credit risk on a centralized

level whilst the subsidiaries are responsible for enforcing standard payment and delivery terms and conditions

towards the clients. Credit risk exposure is largely impacted by outstanding receivables and contract assets. Credit

check and control procedure conducted by local subsidiaries ensure the credit quality of the customers of Crayon. The

Group continues to intensify collection eorts overfforts over accounts receivable as a precaution against risk brought about by

increased operations in new markets outside the core Nordic region.

See further information in Note 2.4 Signiﬁcant judgement and estimation uncertainty and Note 13 Current receivables.

3. Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its ﬁnancial obligations as they fall due, and that

ﬁnancing will not be available at a reasonable price.

Crayon Group is impacted by liquidity ﬂuctuation associated with its gross sales and growth. The cash ﬂow from

operating activities is mainly impacted by changes in the net working capital managed by the subsidiaries. The Group

Treasury Department is responsible for Group cash ﬂow forecasting and optimizing liquidity ﬂows centrally. Group

Treasury monitors forecasts of the Group’s liquidity frequently and ensures that the operational requirements are met as

well as always maintaining sucient headroom on debt ftaining sufficient headroom on debt facilities.

The Group’s covenants are attached to the revolving credit facilities and the bond loan. Net interest-bearing debt as of

December 31, 2022, was NOK 1,805m, with a corresponding leverage ratio of 2.2x of Adj. EBITDA, providing signiﬁcant

headroom with regards to bank covenants (4.5x Adj. EBITDA) as of the end of the year. The Group’s interest-bearing

liabilities are shown in detail in Note 16 Interest bearing debt and derivatives.

Crayon has total current assets amounting to NOK 10,187m (NOK 7,348m) end of the year, NOK 1,215m more than the

short-term liabilities (including interest-bearing liabilities due within 12 months) of NOK 8,972m (NOK 7,047m). The

Group has signiﬁcant liquidity reserves available both through bank deposits, multicurrency cash-pool and credit

facilities and the liquidity risk is therefore considered low.

NOTE 19 Financial risk

The Group activities involve various types of ﬁnancial risk, including market risk, credit risk and liquidity risk. The Group

Treasury department mitigate risk that can be controlled, in close cooperation with the subsidiaries.

On April 26, 2022, Crayon announced its decision to cease operations in Russia due to the war in Ukraine. On September

30, 2022, the remaining net investment including internal loans, were reclassiﬁed to assets held for sale. An agreement

was signed in December 2022 for a management buyout. The transaction will be subject to governmental approval

in Russia that is expected to take 3-6 months. The risk of the transaction not being approved is considered low, and

consequently the sale transaction is recognized in December 2022. Impairment losses related to ﬁnancial assets of

NOK14m were rNOK 14m were recognized as other ﬁnancial expenses as a result of the transaction.

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. The Group’s market risk mostly comprises cash ﬂow interest rate risk and currency risk.

1.a Cash ﬂow interest risk

The group interest-bearing liability generally consists of ﬂoating rates; hence the Group is impacted by interest cash

ﬂow risk. In the current marked with increasing reference rates globally, the Group experienced signiﬁcant impact on

interest paid during 2022 and see an increased risk of future interest payments. The interest expense for 2022 increased

to NOK 194m (NOK 83m). The interest rate risk largely relates to the bond loan and revolving credit facility (RCF),

sensitive to NIBOR. Based on the liability at the end of the year, an increase of 100 basis points in NIBOR would have an

annual eect ofannual effect of approximately NOK 27m (NOK 21m) on ﬁnancial expenses. The Group also has interest bearing debt in

other currencies, mainly lease liability and currency cash-pool balances, increasing the risk. The positive cash position

of the Group mitigates some of the risk. No interest positions are hedged.

1.b Foreign exchange risk

Crayon has gross sales, revenues and operating costs in various currencies. The global expansion of Crayon has led

to signiﬁcant business growth as well as currency exposure. The gross cost of licenses and proceeds for incentives are

to a large extent determined in international markets, primarily denominated in Euro (EUR), US Dollar (USD), Swedish

Kroner (SEK) and Australian Dollar (AUD) in addition to Norwegian Kroner (NOK), while our operating cost and any gross

sales and revenues more often are denominated in local currencies. A rather comprehensive volume of transactions

and balances in foreign currencies make the group volatile for exchange rate changes. The Group assesses business

opportunities carefully to mitigate any current and future currency risks. The Group uses a limited number of cash ﬂow

hedges to cover the risk of sale and purchase in dierent currchase in different currencies. Crayon seeks primarily natural hedges to the

extent it is economically viable and to reduce volume of transactions in other than functional currencies.

By having operational units in diBy having operational units in different functional currencies, the Group is exposed to currency translation risks related

to net investments in subsidiaries. Crayon aims to establish natural hedging positions if this is possible and economically

viable. Financial derivatives can be used to hedge the remaining net currency risk exposures for relevant periods of

time. Larger transactions involving currency exposure can be hedged by means of currency forwards as was used for

the rhipe acquisition in 2021.

See sensitivity analysis below for details on the foreign exchange risk exposure.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Sensitivity

The Group has identiﬁed currency risk (foreign exchange risk, primarily with respect to EUR, SEK, DKK, GBP, INR, CHF

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:

(NOK thousands) 2022 EBITDA

NOK

appreciates 10%

NOK

depreciates 10% 2021 EBITDA

NOK

appreciates 10%

NOK

depreciates 10%

Currency

SEK 117,759 -11,776 11,776 98,593 -9,859 9,859

DKK 99,445 -9,944 9,944 63,786 -6,379 6,379

EUR 113,870 -11,387 11,387 112,744 -11,274 11,274

USD 60,582 -6,058 6,058 57,582 -5,758 5,758

INR 60,723 -6,072 6,072 46,850 -4,685 4,685

CHF 28,300 -2,830 2,830 19,545 -1,955 1,955

AUD 106,803 -10,680 10,680 14,052 -1,405 1,405

ISK 25,884 -2,588 2,588 40,716 -4,072 4,072

Eect ofEffect of sensitivity -61,337 61,337 -45,387 45,387

The following table presents the maturity proﬁle of the group's ﬁnancial liabilities based on contractual payments and

non-cancellable lease payments.

All amounts presented in the table are undiscounted cash ﬂows:

Maturity proﬁle 2022

(NOK thousands) 2023 2024 2025 2026-> Total

Bond loan 0 0 1,800,000 0 1,800,000

Other ﬁnancial liabilities 45,710 33,185 0 0 78,895

Revolving credit facility 0 0 900,001 0 900,001

Other current interest bearing

debt 121,796 0 0 0 121,796

Accounts Payable 6,563,280 0 0 0 6,563,280

Lease payments 97,435 87,749 74,010 335,841 595,035

Total 6,828,222 120,934 2,774,011 335,841 10,059,007

NOTE 20 Business combinations

2022 Acquisitions

Additions include two smaller acquisitions in Finland (solvit) and the UK (Fischer) aggregating NOK 14m. The remaining

amount is an adjustment to a prior period error.

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. 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112.8). (NOK 112.8).

Identiﬁable assets acquired and liabilities assumed

The following table summarises the recognized amounts acquired, and liabilities assumed at the date of acquisition

(preliminary purchase price allocation):

(NOK thousands) 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

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 21 Management remuneration

Compensation to the executive management is detailed below.

(NOK thousands) 2022 2021

Salaries 14,963 13,485

Bonus 4,594 4,641

Pension 1,056 953

Share-based payments

8,839 8,443

Other beneﬁts 422 582

Total 29,873 28,104

Cost based on Black-Schols model.

Remuneration to the members of the Board is summarized below. The Board of Directors and committee fees are

approved by the shareholders at the Annual General Meeting for the period until the next Annual General Meeting.

Amounts presented below represent the fees approved by the Annual General Meeting in 2022 and 2021, respectively.

(NOK thousands) 2022 2021

Board of Directors fee 3,175 2,985

Audit Committee fee 200 200

Remuneration Committee fee 110 155

ESG Committee 320 0

Share-based payments

240 733

Total 4,045 4,073

Cost based on Black-Schols model

More detailed information on the compensation to the Group’s directors including executive management as well as

members of the Board of Directors is provided in a separate remuneration report prepared in accordance with the

Norwegian Public Limited Liability Companies Act § 6-16b. The report for the ﬁnancial year 2022 will be published on the

Group’s website subsequent to the General Annual Meeting.

NOTE 22 Related parties

Transactions with related persons are disclosed in Note 21 Management remuneration and in the remuneration report.

Overview of related companies are disclosed in Note 24 Subsidiaries, associates and non-controlling interests. During

2022, the Group had no other related parties.

Any transactions, agreements or arrangements between the Group and related parties are entered into as part of the

ordinary course of business and on arm’s length market terms.

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.

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 sta across 10 caff 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 summarises the recognized amounts acquired, and liabilities assumed at the date of acquisition

(preliminary purchase price allocation):

(NOK thousands) 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 and 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)

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.

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 23 Collateral and guarantees

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 RCF and the top account in the cash pool agreement to which it is a party. 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. The security included pledges over accounts receivabled limited to NOK 450m for

each guarantors in addition to pledges over shares and intercompany loans. For further information see Note 16 Interest bearing debt and derivatives.

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 aliates outstanding debompany 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 aliates amounted to NOKy affiliates amounted to NOK 1,843m.

Other guarantees consist of:

(In thousands) Type of Guarantee Guarantee Amount Currency Amount (NOK)

Subsidiaries

Crayon India Financial Security ICICI BANK LIMITED 392,000 INR 48,574

Crayon AS Rental Avantor Gullhaug Torg 5 AS 12,050 NOK 12,050

Crayon FR Rental La Francaise Real Estate Managers 104 EUR 947

Inmeta Consulting Rental Utstillingsplassen Eiendom AS 479 NOK 479

Inmeta Consulting Rental Inger Bang Lunds vei 10-16 AS 379 NOK 379

Crayon Group Holding ASA Skattetrekk 44,000 NOK 44,000

Crayon AS Bid bond AEN 19077 Datasimulator 200 NOK 200

Crayon UK Payment Bacstel, UK 350 GBP 3,541

Crayon DE Rental Kapﬁnger 2 EUR 19

Crayon DE Rental Dussten 17 EUR 150

Crayon DE Rental Schroder 12 EUR 109

Crayon DE Rental WCP Munich 106 EUR 961

Crayon SE Rental Fastighet AB 625 SEK 572

Crayon PL Rental DWS Grundbesitz GmbH Sp. z o.o. 163 PLN 344

Rhipe AU Rental Brisbane Rent 101 AUD 634

Rhipe AU Rental Melbourne Rent 107 AUD 673

Rhipe AU Rental Sydney Rent 751 AUD 4,719

Rhipe AU Rental Sydney Rent-supplementary 896 AUD 5,631

Crayon UK Performance 12 EUR 109

Crayon LT Performance 197 EUR 1,787

Crayon PL Performance 819 PLN 1,725

Crayon PL Performance 23 EUR 205

Crayon PL Bid bond 5,609 PLN 11,811

Crayon RS Performance 1,053 USD 8,697

Crayon CZ Performance 191 EUR 1,729

Crayon RM Performance 60 RON 127

Other

Krayon Performance PAO Aeroﬂot 49,962 RUB 6,516

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 Oce locationOffice location 2022 2021

Anglepoint (UK) Limited London 77% 77%

Anglepoint Group (Germany) GmbH Hamburg 77% 77%

Anglepoint (Ireland) Limited Ballincollig 77% 77%

Fisher IT Services Holdings Limited London 77% 0%

Fisher IT Asset Consulting Limited London 77% 0%

Fisher Analytics and Control Technology Limited London 77% 0%

rhipe UK Pty Ltd London 100% 100%

APAC & MEA

Crayon DMCC Dubai 80% 80%

Crayon Abu Dhabi Abu Dhabi 39% 39%

Crayon Arabia LLC Doha 39% 0%

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 99% 100%

Crayon Software Experts Malaysia Sdn Bhd Kuala Lumpur 90% 90%

Crayon Australia PTY LTD Sydney 87% 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% 90%

Navicle Pty Ltd Sydney 100% 100%

Crayon IT Services Private Limited Mumbai 100% 100%

PT rhipe International Indonesia Jakarta 99% 99%

rhipe Japan K. K. Tokyo 80% 80%

PT Krayon Konsultan Indonesia Jakarta 100% 100%

Crayon Australia Holding Pty Ltd (Holdco) Melbourne 100% 100%

Crayon Software Experts Australia Pty Ltd (Bidco) Melbourne 100% 100%

rhipe Limited Sydney 100% 100%

rhipe Australia Pty Ltd Sydney 100% 100%

rhipe Dynamics Pty Ltd Sydney 100% 100%

rhipe Technology(Thailand) Co. Ltd Bangkok 100% 100%

rhipe Philippines, Inc Manila 100% 100%

rhipe Licensing Technology Korea Ltd Seoul 100% 100%

rhipe Singapore Pte Ltd SingaporeSingapore 100% 100%

rhipe Malaysia Sdn. Bhd. Kuala Lumpur 100% 100%

rhipe Technology Philippines, Inc Manila 100% 100%

rhipe Lanka (Pvt) Limited ColomboColombo 100% 100%

rhipe Hong Kong Limited Hong Kong 100% 100%

rhipe New Zealand Ltd AucklandAuckland 100% 100%

NOTE 24 Subsidiaries, associates and non-controlling interests

The Crayon Group Holding ASA consists of the following subsidiaries as of December 31:

Ownership %

Subsidiary Oce locationOffice location 2022 2021

Nordics

Crayon Group AS Oslo 100% 100%

Crayon AS Oslo 100% 100%

Inmeta Consulting AS Oslo 100% 91%

Esito AS Oslo 100% 91%

Rewired AS Oslo 100% 72%

Puzzlepart AS Oslo 79% 79%

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% 70%

Sensa Ehf Reykjavík 100% 100%

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 99% 94%

Crayon Software Experts Spain SL Madrid 86% 86%

Crayon Software Licensing Unipessoal LDA Lisbon 86% 86%

Crayon BV Amsterdam 100% 80%

Crayon doo Beograd Beograd 80% 100%

Crayon Bulgaria OOD Soﬁa 80% 80%

SEQUINT BV Rotterdam 100% 100%

Krejon Makedonija DOO Skopje 90% 100%

SIA "Crayon Latvia" Riga 83% 83%

Crayon Software Experts Romania S.R.L. Bucharest 80% 80%

Crayon Poland sp.z o.oland sp. z o.o. Warszawa 80% 80%

Crayon Czech Republic and Slovakia s.r.o. Prague 80% 80%

Crayon LLC Moscow 0% 80%

LLC "Crayon Ukraine" Kyiv 80% 80%

Crayon Magyarország Korlátolt Felelősségű Társaság Budapest 80% 0%

CRAYON, celovite IT rešitve, d.o.o. Ljubljana 80% 0%

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

(NOK thousands)

NCI ownership

NCI share of

equity

NCI share of

net income

Crayon doo Beograd 20% 146 500

Anglepoint (UK) Limited 23% 622 -3,268

Crayon Magyarország Korlátolt Felelősségű Társaság 20% 876 -712

CRAYON, celovite IT rešitve, d.o.o. 20% 877 -761

Fisher IT Services Holdings Limited 23% 1 0

Fisher IT Asset Consulting Limited 23% -441 0

Fisher Analytics and Control Technology Limited 23% 126 0

Krejon Makedonija DOO 10% 116 99

Anglepoint Group (Germany) GmbH 23% -443 -426

Anglepoint (Ireland) Limited 23% -1 -1

APAC & MEA

Crayon DMCC 20% 7,489 4,449

Crayon Abu Dhabi 61% 8,101 3,205

Crayon Sri Lanka 10% -2,209 -2,730

Kryptos Technologies Private Limited 50% -734 -303

Crayon Software Experts Philippines Inc. 1% -1,563 -1,566

Crayon Software Experts Malaysia Sdn Bhd 10% -991 -907

Crayon Australia PTY LTD 13% -5,424 -2,211

Wadi Al Omar CO 15% 4,686 3,787

PT rhipe International Indonesia 1% 103 63

rhipe Japan K. K. 20% -1,833 -1,652

Crayon Arabia LLC 61% 1,132 49

U.S.

Crayon Software Experts LLC 23% -9,795 -8,587

Anglepoint Group Inc 23% 15,025 3,247

Software Wholesale International Inc 23% -694 0

Crayon Global Services GmbH 23% -2,111 -128

Anglepoint Group, Inc 23% -14 -14

Anglepoint India Private Limited 23% 51 53

Total 29,833 -1,961

Speciﬁcation of associates 2022

Ownership

Share of

investment

Share of net

income

Cloud Direct Limited 23% 43,133 6,563

Total 43,133 6,563

Ownership %

Subsidiary Oce locationOffice location 2022 2021

Dynamic Business IT Solutions Pty Limited Brisbane 100% 100%

SmartEncrypt Pty Ltd Sydney 100% 100%

Parallo Limited AucklandAuckland 100% 100%

Parallo Pty Ltd ATF Parallo Unit Trust Sydney 100% 100%

emt Distribution Pty Ltd Adelaide 100% 100%

emt Distribution Pte Ltd Singapore 100% 100%

rhipe Cloud Solutions Pty Ltd Sydney 100% 100%

rhipe Solutions Australia Pty Ltd Sydney 100% 100%

Anglepoint Group, Inc New South Wales 77% 77%

Anglepoint India Private Limited Delhi 77% 77%

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%

rhipe Solutions LLC New York 100% 100%

Associates

Cloud Direct Limited England and Wales 23% 23%

The non-controlling interest and associates share of the net income for 2021 and equity as of December 31, 2022 is

detailed below:

Speciﬁcation of non-controlling interests 2022

(NOK thousands)

NCI ownership

NCI share of

equity

NCI share of

net income

Nordics

Puzzlepart AS 21% 10,372 3,641

Inmeta Management Consulting AS 30% -1,937 -1,580

Europe

Crayon Schweiz AG 2% 1,521 254

Crayon Software Licensing Unipessoal LDA 14% -311 356

Crayon Software Experts Spain SL 14% -4,152 21

Crayon France SAS 21% 5,842 3,212

Crayon Software Experts Romania S.R.L. 20% 1,768 403

Crayon Poland sp.z o.oland sp. z o.o. 20% 650 521

Crayon Bulgaria OOD 20% 2,419 497

LLC "Crayon Ukraine" 20% -318 -559

Crayon Czech Republic and Slovakia s.r.o. 20% 866 -29

SIA "Crayon Latvia" 17% 15 -882

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 company’s trustees have shares in the company:

OcerOfficer Total number of shares

Karbon Invest AS (Jens Rugseth and Rune Syversen) 4,800,000

Bente Liberg (CHRO), Goodcharma AS 338,390

Brit Smestad (employee representative) 149,900

Jon Birger Syvertsen (CFO) 106,570

Bente Liberg (CHRO) 100,000

Grethe Viksaas (board member) 41,724

Dagﬁnn Ringås (board member), CDR Holding AS 20,000

Christian Ødemark (employee representative) 13,593

Jens Rugseth (board member), Rugz AS 13,236

Melissa Mulholland (CEO) 7,946

Florian Rosenberg (CTO) 7,864

Mette Wam (employee representative) 7,735

Wenche Marie Agerup (board member) 2,500

Rune Syversen (board member), Sevencs AS 2,125

Jennifer Koss (board member), Firea AS 850

Bonus shares under the ESPP 2020 vested November 2022. The shares were issued January 2023 and are therefore

not included in the number of shares registered at December 31, 2022 presented in the table above. A number of 1,940

bonus shares were allotted to Melissa Mulholland, Brit Smestad, Grethe Viksaas and Jens Rugseth, 388 shares were

allotted to Christian Ødemark and Mette Wam and 310 shares were allotted to Florian Rosenberg.

NOTE 26 Subsequent events

No signiﬁcant events to report after the balance sheet date.

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 purchas e

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 Signiﬁcant accounting policies.

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 pu t

options over non-controlling interests is zero as at December 31, 2022 .

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 Total Shareholdin g

State Street Bank and Trust Comp 9.6%

OEP ITS Coöperatief Holding U.A 8.3%

FOLKETRYGDFONDET 7.0%

State Street Bank and Trust Comp 5.4 %

KARBON INVEST AS 5.4%

BNP PARIBAS ARBITRAGE SNC 4.8%

Nordnet Bank AB 3.3%

Skandinaviska Enskilda Banken AB 3.2%

Credit Suisse (Switzerland) Ltd. 2.0 %

JPMorgan Chase Bank, N.A., London 1.8 %

The Bank of New York Mellon SA/NV 1.7%

CLEARSTREAM BANKING S.A. 1.1 %

State Street Bank and Trust Comp 1.1%

VERDIPAPIRFONDET HOLBERG NORGE 1.1%

Citibank, N.A. 1.1%

DANSKE INVEST NORSKE INSTIT. II. 1.1%

VERDIPAPIRFONDET DNB NORGE 1.1 %

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

(NOK thousands) Note 2022 2021

Operating income and expenses

Payroll expenses

2, 3 -2,917 -4,400

Other operating expenses

3 -13,470 -8,865

Total operating income and expenses -16,387 -13,265

Operating proﬁt (EBIT) -16,387 -13,265

Financial income and expenses

Income from subsidiaries and other group companies

2, 4 0 53,663

Interest income from group companies 2 34,468 2,551

Other interest income 196 73

Other ﬁnancial income 16,829 21,268

Total ﬁnancial income 51,493 77,555

Other interest expenses to group companies -236 -308

Other interest expenses -114,012 -47,208

Other ﬁnancial expenses -13,408 -85,850

Total ﬁnancial expenses -127,656 -133,366

Net ﬁnancial income and expenses -76,163 -55,811

Net income (loss) before tax -92,550 -69,076

Income tax expense on net income

5 20,340 16,262

Net income (loss) -72,210 -52,815

Brought forward

To other equity

6 0 0

Loss carried forward

6 -72,210 -52,815

Net carried forward -72,210 -52,815

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

(NOK thousands) Note 2022 2021

ASSETS

Non-current assets

Intangible assets

Deferred tax asset

5 49,963 29,955

Total intangible assets 49,963 29,955

Financial assets

Investments in subsidiaries

4 879,625 850,193

Loan to group companies 2 4,373 4,160

Total ﬁnancial assets 883,998 854,354

Total non-current assets 933,961 884,309

Current assets

Other receivables

1, 2 2,972,063 3,180,382

Total receivables 2,972,063 3,180,382

Cash and cash equivalents

1 1,069 1,599

Total current assets 2,973,131 3,181,981

Total assets 3,907,093 4,066,289

(NOK thousands) Note 2022 2021

EQUITY AND LIABILITIES

Paid-in equity

Share capital

6, 7 89,286 88,072

Own shares

6, 7 -10 -10

Share premium 6 1,817,693 1,734,159

Total paid-in equity 1,906,969 1,822,221

Retained earnings

Other equity

6 -29,714 11,784

Total retained earnings -29,714 11,784

Total equity 1,877,255 1,834,005

Non-current liabilities

Other non-current liabilities 0 852

Bond loan

8, 9 1,787,387 1,780,796

Total non-current liabilities 1,787,387 1,781,648

Current liabilities

Bond loan

8, 9 0 300,000

Accounts payable 928 432

Other current liabilities

2 241,522 150,204

Total current liabilities 242,451 450,637

Total liabilities 2,029,837 2,232,284

Total equity and liabilities 3,907,093 4,066,289

Oslo, March 28, 2023

Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagﬁnn Ringås 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

(NOK thousands) 2022 2021

Cash ﬂow from operating activities

Net income before tax -92,550 -69,076

Net interest paid to credit institutions and interest to bond loan 113,816 47,135

Paid interest to group companies 236 308

Received interest from group companies -34,468 -2,551

Changes in inventory, accounts receivable/ payable 496 432

Changes in other current accounts 169,075 -2,579,302

Net cash provided by operating activities 156,605 -2,603,054

Cash ﬂow from investing activities

Acquisition of subsidiary 0 0

Sales/purchase of own shares 0 0

Net cash from investing activities 0 0

Cash ﬂow from ﬁnancing activities

Interest paid -113,816 -47,135

Interest paid to group companies -236 -308

Received interest from group companies 34,468 2,551

New equity 72,690 685,892

Net change in cash pool, group companies 143,168 61,460

Proceeds from issuance of interest bearing debt -300,000 1,800,000

Receivable group contribution 0 53,663

Other ﬁnancial items 6,591 -14,702

Net cash from ﬁnancing activities -157,134 2,541,421

Net increase (decrease) in cash and cash equivalents -530 -61,633

Cash and cash equivalents at beginning of period 1,598 63,232

Cash and cash equivalents end of period 1,068 1,598

Restricted cash as of December 31, 2022 amounts to NOK 1m.

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:

(NOK thousands) 2022 2021

Receivables

Other receivables

2,975,507 3,184,542

Total receivables 2,975,507 3,184,542

Liabilities

Other current liabilities

210,765 145,283

Total liabilities 210,765 145,283

Transactions with related parties:

(NOK thousands) 2022 2021

Purchases of services

Purchases from Crayon Group AS -4,187 -2,448

Total purchases -4,187 -2,448

Financial items

Income from subsidiaries and other group companies 0 53,663

Interest income from group companies 34,468 2,551

Other Interest expenses to group companies -236 -308

Total net ﬁnancial items 34,232 55,906

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 liabilities

Non-current liability is initially valued at transaction value less attributable transaction costs. Subsequent to initial

recognition, interest-bearing non-current liabilities are recognised at amortized cost with any dierence between

cost and redemption value being recognized in the income statement over the period of the borrowing on an eective

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 current, 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 dierences between

booked net income and taxable net income, including year-end loss carry-forward, calculated at 22%. Temporary

dierences, 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

(NOK thousands) 2022 2021

Taxes payable on proﬁt for the year 0 0

Change in deferred tax 20,340 -16,262

Total taxes for the year 20,340 -16,262

Speciﬁcation of the tax base

Net income before income tax -92,550 -69,076

+ Permanent dierences 95 -52,524

+ Changes in temporary dierences 2,725 -12,567

+ Received group contributions 0 54,043

- Use of losses carry-forward 0 0

= Tax base -89,730 -80,125

Speciﬁcation of tax expenses

Taxes payable in the balance sheet 0 0

= Total taxes payable 0 0

+/- Changes in tax rate 0 0

+/- Change in deferred tax/tax assets -20,008 -14,863

+/- Change in deferred tax/tax assets correction from last year

-332 -1,399

= Income tax expense -20,340 -16,262

Recognized into equity

Deferred tax/deferred tax assets

2022 2021

Accumulated tax losses carried forward -232,025 -143,821

Shares and other securities 0 0

Other dierences 10,060 12,801

Limited deduction for interest on related parties -5,138 -5,138

= Basis for deferred tax -227,103 -136,158

Deferred tax 0 0

Negative basis for deferred tax -227,103 -136,158

= Basis for deferred tax asset -227,103 -136,158

Deferred tax asset -49,963 -29,955

Tax rate Dec 31 (%) 22% 22%

Recognized deferred tax assets can be set o against future income.

NOTE 3 Other operating expenses

The company has no employees. Compensation to the members of the Board amounted to NOK 4.2m in 2022, and

NOK2.4m in 2021. The company has paid remuneration to the auditor in the following amounts:

(NOK thousands) 2022 2021

Audit fee 3,641 2,694

Other assurance services 55 29

Other non-audit services 445 123

Total 4,141 2,846

Fees are quoted excluding VAT.

Regarding wages and beneﬁts, please see group Note 4 Payroll and related cost.

NOTE 4 Investment in subsidiaries

The company is the parent company to Crayon Group AS. The company owns shares in:

(NOK thousands)

Registered

oce

Historical

cost

Book

value

Ownership interest

and voting rights

Net

proﬁt/loss

Company's

equity

Company

Crayon Group AS Oslo 783,903 879,374 100% 92,530 1,042,757

ICE Distribution hf Reykjavik 3,145 251 100% 614 -682

879,625

Crayon Group Holding ASA has received the following group contributions:

(NOK thousands) 2022 2021

Crayon AS 0 54,043

Group accounts have been made for Crayon Group Holding ASA. Accounts are available from:

Crayon Group Holding ASA

Gullhaug Torg 5

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

State Street Bank and Trust Comp 9.6%

OEP ITS Coöperatief Holding U.A 8.3%

FOLKETRYGDFONDET 7.0%

State Street Bank and Trust Comp 5.4%

KARBON INVEST AS 5.4%

BNP PARIBAS ARBITRAGE SNC 4.8%

Nordnet Bank AB 3.3%

Skandinaviska Enskilda Banken AB 3.2%

Credit Suisse (Switzerland) Ltd. 2.0%

JPMorgan Chase Bank, N.A., London 1.8%

The Bank of New York Mellon SA/NV 1.7%

CLEARSTREAM BANKING S.A. 1.1%

State Street Bank and Trust Comp 1.1%

VERDIPAPIRFONDET HOLBERG NORGE 1.1%

Citibank, N.A. 1.1%

DANSKE INVEST NORSKE INSTIT. II. 1.1%

VERDIPAPIRFONDET DNB NORGE 1.1%

Company trustees share ownership:

Ocer Number of shares

Karbon Invest AS (Jens Rugseth and Rune Syversen) 4,800,000

Bente Liberg (CHRO), Goodcharma AS 338,390

Brit Smestad (employee representative) 149,900

Jon Birger Syvertsen (CFO) 106,570

Bente Liberg (CHRO) 100,000

Grethe Viksaas (board member) 41,724

Dagﬁnn Ringås (board member), CDR Holding AS 20,000

Christian Ødemark (employee representative) 13,593

Jens Rugseth (board member), Rugz AS 13,236

Melissa Mulholland (CEO) 7,946

Florian Rosenberg (CTO) 7,864

Mette Wam (employee representative) 7,735

Wenche Marie Agerup (board member) 2,500

Rune Syversen (board member), Sevencs AS 2,125

Jennifer Koss (board member), Firea AS 850

Bonus shares under the ESPP 2020 vested November 2022. The shares were issued January 2023 and are therefore

not included in the number of shares registered at December 31, 2022 presented in the table above. A number of 1,940

bonus shares were allotted to Melissa Mulholland, Brit Smestad, Grethe Viksaas and Jens Rugseth, 388 shares were

allotted to Christian Ødemark and Mette Wam and 310 shares were allotted to Florian Rosenberg.

NOTE 6 Equity

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

Value Jan 1, 2022 88,072 -10 1,734,159 11,784 1,834,005

Share issues 1,214 0 83,534 0 84,748

Sharebased compensation 0 0 0 29,522 29,522

Corr last year 0 0 0 1,190 1,190

Net income for the year 0 0 0 -72,210 -72,210

Value Dec 31, 2022 89,286 -10 1,817,693 -29,714 1,877,255

NOTE 7 Share capital

Crayon group Holding ASA has 89,295,768 issued shares at a nominal value of NOK 1 (December 31, 2021; 88,071,987

shares at nominal value of NOK 1).

In 2022 the company increased the share capital with 1,213,781 shares at nominal value of NOK 1. Each share gives right

to one vote.

The total share capital amounts to NOK 89,285,768.

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 89,285,768 89,285,768 One share – one vote

The General Meeting on May 20, 2022 authorized the board of directors to increase the share capital in three dierent

settings. All three authorizations are valid until the earlier of Crayon’s annual general meeting in 2023 and June 30, 2023.

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 5,284,319, 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 8,807,198, 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 to, on behalf of the Company, to repurchase treasury shares with

a total nominal value of NOK 8,807,987, 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 December 31:

(NOK thousands) 2022 2021

Bond principal 1,800,000 2,100,000

Transaction cost -12,613 -19,204

Total ﬁnancial liabilities 1,787,387 2,080,796

Further information regarding currency swap, interest swap and revolving credit facility, please see group Note 16

Interest bearing debt and derivatives and Note 19 Financial risk.

Guarantee

Crayon Group Holding ASA (parent company) guarantees to Microsoft the full and promptly payment of a number of

the parent's company aliates 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 aliates amounted to NOK 1,843m.

NOTE 9 Issuance of bond loan

In November 2019, the company issued a NOK 300m senior unsecured bond, with a NOK 600m borrowing limit. The

bond has a ﬂoating coupon rate of 3 months NIBOR + 350 bps p.a. Maturity date and settlement was November 21,

2022.

On July 1, 2021, Crayon entered a NOK 1,800m 4-year senior unsecured ﬂoating rate bond with a coupon of 3 months

NIBOR + 375 bps. The bond was issued July 15, 2021, and matures July 15, 2025 and is listed on the Oslo Stock Exchange

(CRAYON 04).

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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 2022 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, March 28, 2023

Rune Syversen Wenche Agerup Jennifer Koss Jens Moberg Dagﬁnn Ringås 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 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

P.O. Box 7000 Majorstuen

-0306 Oslo

Telephone +47 45 40 40 63

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 2022, the Statement of income 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

2022, the Consolidated Statement of profit or loss and other comprehensive income,

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 2022, and its financial performance and its cash flows for the year then ended in

accordance with 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 2022, 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 relevant laws and regulations in Norway and the International Ethics Standards Board

for Accountants’ International Code of Ethics for Professional Accountants (including International

Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit

Regulation (537/2014) Article 5.1 have been provided.

We have been the auditor of the Company for 5 years from the election by the general meeting of the

shareholders on 8 May 2018 for the accounting year 2018.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial 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 Notes 2.3 Significant Accounting Principles, 2.4 Significant Judgement and Estimation

Uncertainty, 2.5 Changes in Accounting Policies, 2.6 Changes in Revenue Recognition and 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 5 199 MNOK for

the year ended 31 December 2022.

In May 2022, the IFRS Interpretation Committee

(IFRIC) formally published the final agenda

decision providing guidance to principal versus

agent-assessment under IFRS 15 for Software

Resellers. The new guidance clarifies that the

software reseller presales advice (while important)

is not an implicit

promise in a contract with a

customer

. Crayon has concluded that for a

significant part of its operations, it does not control

the software licenses before transferring

to the

customer

and acts as an agent on these

agreements. The Group revised its accounting

policy for software and cloud licenses business and

is from 2022 accounting for agreements under

these business units as an agent and recognizes

revenue net of related costs. This h

as led to

restated prior periods.

Our audit procedures in this area included:

 Applying professional scepticism and critically

assessing the accounting judgments against

the requirements of IFRS 15

including an

assessment 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;



Assessing management’s models for

estimating the prior period and current period

impacts of the change in accounting policy by

understanding of assumptions and estimates

applied, analysis of the inputs to the model,

and mathematical accuracy of calculations;



Reviewing and assessing the

reasonableness and accuracy of the

disclosures provided pertaining to the change

in accounting policy, the adjustments applied

and comparing the amounts of the

restatements to supporting schedules.

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

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

statements.

In connection with our audit of the financial statements, our responsibility is to read the Board of

Directors’ report and the other information accompanying the financial statements. The purpose is to

consider if there is material inconsistency between the Board of Directors’ report and the other

information accompanying the financial statements and the financial statements or our knowledge

obtained in the audit, or whether the Board of Directors’ report and the other information

accompanying the financial statements otherwise appear 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 statutory requirements.

Our opinion on the Board of Director’s report applies correspondingly to the statement on Corporate

Governance and the reporting on Corporate Social Responsibility, as included in the Board of

Directors 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

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 and the Group's internal control.

 evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by management.

 conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company's and the

Group's ability to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company and the Group to cease to

continue as a going concern.

 evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions

and events in a manner that achieves a true and fair view.

 obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business activities within the Group to express an opinion on the consolidated financial

statements. We are responsible for the direction, supervision and performance of the group

audit. We remain solely responsible for our audit opinion.

We communicate with the Board of Directors regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated with the Board of Directors, we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the

key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a

matter should not be communicated in our report because the adverse consequences of doing so

would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

Report on Compliance with Requirement on European Single Electronic Format (ESEF)

Opinion

As part of the audit of the financial statements of Crayon Group Holding ASA we have performed an

assurance engagement to obtain reasonable assurance about whether the financial statements

included in the annual report, with the file name 5967007LIEEXZXI98043-2022-12-31-en, have been

prepared, in all material respects, in compliance with the requirements of the Commission Delegated

Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and

regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes

requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of

the consolidated financial statements.

In our opinion, the financial statements, included in the annual report, have been prepared, in all

material respects, in compliance with the ESEF regulation.

Management’s Responsibilities

Management is responsible for the preparation of the annual report in compliance with the ESEF

regulation. This responsibility comprises an adequate process and such internal control as

management determines is necessary.

Auditor’s Responsibilities

CONSOLIDATED FINANCIAL

STATEMENTS

Proﬁt or loss

Financial position

Cash ﬂow

Changes in equity

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all

material respects, the financial statements included in the annual report have been prepared in

compliance with ESEF. We conduct our work in compliance 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 about whether the financial statements included in the annual report have been

prepared in compliance with the ESEF Regulation.

As part of our work, we have performed procedures to obtain an understanding of the Company’s

processes for preparing the financial statements in compliance with the ESEF Regulation. We

examine whether the financial statements are presented in XHTML-format. We evaluate the

completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess

management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with

the audited financial statements in human-readable format. We believe that the evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Oslo, 28 March 2023

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 Corporate information

Note 2 Signiﬁcant accounting

policies

Note 3 Segment information

Note 4 Payroll and related cost

Note 5 Other operating expenses

and other income and

expenses

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 Current receivables

Note 14 Cash and 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 Business combinations

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

Alternative performance measures

The 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 several alternative performance

measures (APMs). 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

accounting rules (IFRS). Alternative performance measures should not be viewed as a substitute for ﬁnancial

information presented in accordance with IFRS but rather as a complement. The Group believes that APMs such as

adjusted EBITDA are commonly reported by companies in the markets in which Crayon compete and are widely used

by investors in comparing performance on a consistent basis without regard to factors such as other share-based

payments and other income and expenses, which can vary signiﬁcantly from period to period, especially due to M&A

transactions and reorganizations. Crayon discloses the APMs to permit a more complete and comprehensive analysis

of its underlying operating performance relative to other companies and across periods. Because companies may

calculate gross proﬁt, adjusted EBITDA, other income and expenses, net working capital and liquidity reserve dierently,

the Company’s presentation of these APMs may not be comparable to similar titled measures used by other companies.

Crayon uses the following APM's:

Gross sales

Gross revenues assuming we were principal and not agent on all software resale being restated.

(NOK thousands) 2022 2021

Gross Sales 38,760,511 26,438,331

Gross proﬁt

Operating Revenue less materials and supplies.

(NOK thousands) 2022 2021

Revenue 5,199,561 3,658,787

Cost of sales -704,000 -494,083

Gross proﬁt 4,495,561 3,164,704

EBITDA

Earnings before ﬁnancial items, income taxes, depreciation, impairment and amortization.

Adjusted EBITDA

EBITDA excluding share-based compensation and Other income and expenses.

(NOK thousands) 2022 2021

EBITDA 751,482 579,646

Adjustments:

Share based compensation 13,445 55,002

Other income and expenses 74,290 8,923

Adjusted EBITDA 839,217 643,572

Adjusted EBITDA margin

Adjusted EBITDA / Gross proﬁt

(NOK thousands) 2022 2021

Gross proﬁt 4,495,561 3,164,704

Adjusted EBIDTA 839,217 643,572

Adjusted EBITDA Margin 18.7% 20.3%

Net Working Capital: Non- interest-bearing current assets less non- interest-bearing current liabilities. Net Working

Capital gives a measure of the funding required by the operations of the business. On December 31:

(NOK thousands) 2022 2021

Inventory 17,328 2,869

Accounts receivable 6,562,970 4,492,969

Other current receivables 2,076,867 1,635,919

Income taxes payable -76,300 -58,171

Accounts payable -6,563,280 -4,813,772

Public duties -612,971 -458,898

Other current liabilities -1,525,145 -1,263,621

Net working capital -120,530 -462,705

Liquidity reserve: Free available cash and available credit facilities in each company where Crayon operates. The

liquidity reserve does not consider any restrictions on cross border cash transfers. On December 31:

(NOK thousands) 2022 2021

Cash and cash equivalents 1,529,641 1,216,618

Restricted cash -52,290 -72,261

Free available cash 1,477,352 1,144,357

Available credit facility 10,027 847,786

Liquidity reserve 1,487,379 1,992,143

Other deﬁnitions

CAPEX: Capital expenditures that mainly consist of oce equipment and capitalizes expenses related to development

activities according to IAS 38.

EBIT: Earnings before interest expense, other ﬁnancial items, and income taxes.

Trade Working Capital: The net amount of inventory, accounts receivables and accounts payables.

Leverage ratio: Net interest-bearing debt (Note 16 Interest bearing debt and derivatives), divided by adjusted EBITDA.

Free available cash: Cash and cash equivalents less restricted cash.

Restricted cash: The amount consists of employee taxes withheld and cash as collateral for bank guarantees.

Crayon Group Holding ASA

Gullhaug Torg 5

0484 Oslo

Crayon.com